INVESTOR INFORMATION
2022 Cash Dividends Declared
Frequency
Quarterly (1)
Quarterly (2)
Quarterly (3)
Quarterly (4)
Record Date
April 12, 2022
July 12, 2022
October 11, 2022
December 6, 2022
Payment Date
April 21, 2022
July 21, 2022
October 20, 2022
December 15, 2022
Per Share Amount
$0.33
$0.33
$0.33
$0.33
Ten-Year Common Stock Price and Dividend History
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Quarter
1
2
3
4
High
$30.88
$30.79
$30.29
$37.87
$41.23
$47.67
$46.51
$47.05
$67.35
$60.69
Common Stock Price
Low
$14.76
$24.27
$22.16
$21.90
$31.38
$35.77
$37.58
$26.66
$44.55
$44.43
Close
$29.79
$27.77
$26.53
$36.23
$39.39
$39.62
$45.99
$46.01
$56.70
$49.42
2023 Anticipated Dividend Dates 1
Cash Dividends
Declared Per Share
$0.60
$0.98
$1.05
$1.10
$1.14
$1.31
$1.31
$1.33
$1.37
$1.32
Record Date
April 11, 2023
July 11, 2023
October 10, 2023
December 5, 2023
Payment Date
April 20, 2023
July 20, 2023
October 19, 2023
December 14, 2023
___________________________
1 Subject to approval by the Board of Directors
Stock Listing
Glacier Bancorp, Inc.'s common stock trades on the
New York Stock Exchange under the symbol:
GBCI. There are approximately 1,810 shareholders
of record for Glacier Bancorp, Inc. stock.
Corporate Headquarters
49 Commons Loop
Kalispell, Montana 59901
(406) 751-7708
www.glacierbancorp.com
Annual Meeting
The Annual Meeting of Shareholders will be held on
April 26, 2023 at 9:00 a.m. Mountain Time at
The Hilton Garden Inn, 1840 Highway 93 South, Kalispell,
Montana.
Stock Transfer Agent
American Stock Transfer & Trust Company, LLC
Brooklyn, New York
(877) 390-3076
www.amstock.com
Automatic Dividend Reinvestment Plan
Shareholders may reinvest their dividends and make
additional cash purchases of common stock by
participating in the Company's dividend
reinvestment plan. Call American Stock Transfer
& Trust Company at (877) 390-3076 for more
information and to request a prospectus.
Email Notifications
Readers may subscribe to Glacier Bancorp, Inc. email
notifications for corporate events, document filings,
press releases and end-of-day stock quotes in the Email
Notification section of the Company's website.
Independent Registered Public Accountants
FORVIS, LLP
Denver, Colorado
www.forvis.com
Legal Counsel
Miller Nash Graham & Dunn LLP
Seattle, Washington
www.millernash.com
Moore, Cockrell, Goicoechea & Johnson, P.C.
Kalispell, Montana
www.mcgalaw.com
LETTER TO SHAREHOLDERS
Dear Fellow Shareholders,
I am pleased to report that 2022 was another record year for our Company. Here are some of the key
achievements that I would like to note:
• We achieved record net income of $303 million, which was a 6 percent increase over net income of
$285 million in 2021.
• The core loan portfolio grew organically by over $1.9 billion, or 15 percent, to $15.2 billion.
• Credit quality remained pristine across most of our measures.
• We successfully converted Altabank customers to the Glacier operating platform, the largest conversion
in the Company’s history.
•
•
Introduced innovative technologies that will continue to increase efficiency and improve the customer
experience.
Paid regular dividends of $1.32 per share, an increase over the $1.27 of regular dividends per share paid
in 2021.
• Total shareholder return over the last 5 years was 45.6 percent compared to 10.9 percent for the S&P
500 Commercial Banks Industry Index.
The technology initiatives that I mentioned above are worth discussing in more detail. We started work on these
projects in 2021 and spent a good portion of 2022 getting the new technologies built, tested, and ready to roll
out. We are adding tools to make the business more efficient by doing more with less.
Among some of the more impactful projects are the following:
• We are implementing a new platform to automate our commercial and construction lending processes.
This has great potential for risk reduction and improved efficiencies.
• We partnered with a technology company to build our own new account opening software. Now we
open accounts in-branch in half the time it previously took.
• Our teller line experience improved by implementing a new process that reduces the time it takes for our
front-line staff to reconcile paper checks they receive during the day.
• We implemented a new marketing platform for all our divisions that will allow them to communicate
with their customers using much more sophisticated tools.
We also continue to improve our internal control functions by adopting innovative technology and making
process improvements. Being able to proactively identify potential problems is critical. And we continue to
stay focused on cybersecurity as well, carefully monitoring developments in this area and making key
investments to ensure a best-in-class approach to mitigate this risk.
I am very proud of the Glacier team and how they worked together on all these projects to evaluate the potential
of the technologies to deliver better service at reduced costs with more efficient employee workflows. They
collaborated on the implementation of these new technologies and achieved remarkable success by listening to
customers and employees and adapting along the way.
i
These investments in our business were made without materially increasing expenses. The efficiency ratio for
the year, excluding one-time acquisition expenses and income from the Payroll Protection Program loans
offered during the pandemic, was 53.88 percent compared to 53.07 percent in 2021. The efficiency ratio is a
measure of how much of a dollar you spend to generate a dollar of operating revenue.
Service to communities is a key part of our long-term approach to banking in addition to business investments.
As part of the Company’s commitment to communities throughout our eight-state footprint, we conduct
Community Needs Assessments. With rising interest rates in 2022, the most significant need identified in all our
communities was affordable housing. In response to this need we purchased $115,431,299 in investment
securities that support affordable housing, doubling affordable housing investments from the previous year;
increased Community Development lending for the purpose of Affordable Housing to $221,184,365; and
originated mortgages through thirty-eight different federal, state and community loan programs designed to
make homeownership attainable for families of modest income. Our bank divisions worked with seventy-nine
different community organizations providing $167,050 in donations and over 1,000 volunteer service hours.
With assets over $26 billion, our 221 locations cover eight states throughout the Rocky Mountain West
spanning from Montana to Arizona and encompassing many of the best long-term growth markets in the
country.
We are very fortunate that the economies in our eight-state footprint continue to perform extremely well. The
states in which we operate are consistently rated among the fastest growing in the country as people and
businesses are attracted by the business-friendly environments and the high quality of life that thrives in all our
markets:
•
Six of our eight states (Arizona, Colorado, Idaho, Nevada, Utah, and Washington) were among the top
fifteen states with the fastest growing population. Utah leads all fifty states with a growth rate of 18.4
percent.
• Based on the Tax Foundation’s State Business Tax Climate Index that shows how well states structure
their tax systems, four of our eight states (Montana, Nevada, Utah, and Wyoming) are in the top ten of
the Foundation’s 2023 index.
• US News and World Report ranks four of our states (Colorado, Idaho, Washington, and Utah) in the top
ten for best business environment.
•
Four of the top ten states with the most National Parks are in our geographic footprint (Arizona,
Colorado, Utah, and Washington).
While the economies in our eight states are strong, the broader U.S. economy is in transition from a decade of
low interest rates and low inflation to an environment where interest rates and inflation are now increasing at a
record pace.
To help businesses and people, the economy received a massive injection of cash from the U.S. Government
during the peak COVID years. The stimulus that was added to the economy, together with the pent-up post
COVID demand for labor and goods, is contributing to inflation in many areas.
The Federal Reserve is determined to reduce inflation to its 2 percent target from the current annualized rate of
6.4 percent. The preferred tool of the Fed is increases in the Fed funds interest rate to bring about higher
interest rates, higher unemployment, and reduced demand for goods and services to slow the economy down.
Higher interest rates will, at some point, have a negative impact on the economy. The question now is how high
the Federal Reserve will have to raise rates to slow down the economy and if that will result in a “soft landing”
or something more severe. While slowly increasing interest rates generally favor banks, the pace of the current
rate increases will not favor most banks as the short-term cost of funding (what we pay for deposits and
funding) will likely increase faster than most loan portfolios can reprice at the higher rates.
ii
The headwinds from higher interest rates began to impact us in the later part of 2022.
Our net interest margin, on a tax-equivalent basis, ended the year at 3.30 percent which was up nine basis points
from the prior year's end. However, our margin declined four basis points in the final quarter of 2022 primarily
because of the impact of the higher cost of funding due to higher interest rates. We saw deposits decline at the
end of the year as some of our larger customers decided to invest a portion of their savings in higher yielding
products, mostly U.S. government securities yielding more than 4 percent. This outflow of deposits caused us,
and many other banks, to borrow from the Federal Home Loan Bank. While we have more than ample
borrowing capacity, the cost of this borrowing is expensive. As a result, we started to pay more to retain our
deposits and anticipate that our margin will be more challenging to grow during the year.
The mortgage business saw a significant decline in volume in 2022 as higher interest rates on home mortgages
and high home prices took their toll on residential real estate sales. While the mortgage industry is currently
undergoing a painful right sizing, we are committed to the business for the long term and expect the housing
market to recover as interest rates and home prices settle back down to normal.
Our return on assets was impacted by lower interest rates on investment securities and on loans made over the
last few years and ended the year at 1.15 percent, down from 1.33 percent during 2021.
Tangible stockholders’ equity decreased $324 million to $1.8 billion, or 15 percent, from the end of 2021,
primarily as the result of the accounting treatment of higher market interest rates on the value of our investment
portfolio. We will recoup tangible equity over time as our investment securities mature and as rates decrease
(because our investment securities will increase in value).
The impact of the failure of Silicon Valley Bank and Signature Bank on the banking industry is difficult to
predict. We view these failures as very specific instances where deposits were highly concentrated in uninsured
accounts combined with a balance sheet that was not built to mitigate this risk. Internationally, the war in
Ukraine and increasing tensions with China also present risk.
Despite these challenges, the foundation of Glacier Bancorp remains strong, and we are well positioned to
withstand national and international headwinds.
Our stable foundation starts with a low cost and less volatile deposit base. With our unique model, we can focus
on relationship accounts for both personal and business customers. We have a well-balanced mix of deposit
balances with about half comprised of personal accounts and the other half business accounts. We have found
these accounts to be very stable and committed to the Bank because of our great people, great service, and
attractive product offerings.
More than half of our deposit base is in accounts with less than $250,000, and we have one of the lowest
exposures to uninsured deposits in the industry. We are one of the least dependent banks on uninsured deposits.
We are a safe and secure place for deposits with no exposure to crypto currencies or technology startup
companies. We have access to over $15 billion in liquidity, including ready access to the Federal Home Loan
Bank and the Federal Reserve. This liquidity significantly exceeds the total of uninsured deposits in our
Company.
A high-quality loan portfolio is also an important part of our foundation. Credit performance remains
exceptional, and we expect the performance of the portfolio to do well even if the economy does hit a rough
patch. While most banks are reporting great credit performance due to a strong economy and borrower liquidity
significantly boosted by the pandemic, this is not the time to rest on your laurels. That is why we remain
relentless in our focus on staying disciplined in making quality loans and monitoring portfolio performance.
iii
We continue to put a premium on maintaining a higher level of capital versus our peer group as we believe that
strong capital enables the Company to perform consistently through business cycles. While there are several
ways to measure capital adequacy, we prefer to focus on Common Equity Tier 1 (CET1) as it reflects a risk
rating of Company assets as a percentage of capital. We ended the year with a CET1 of 12.34 percent.
While change is constant in our industry, our strongly held belief that the unique Glacier Bancorp business
model produces excellent long-term results remains constant. Our focus on serving employees, customers,
communities, and shareholders is unchanged. And we believe that our approach to the banking business keeps
becoming more relevant as others in our industry take a different path. We are committed to being the lender of
choice for main street businesses across our eight states.
We were very pleased to be recognized once again by Forbes as one of the top banks in the country. We take
pride in seeing our hard work result in recognition by this respected publication.
In late 2022, we welcomed our newest Board member, Jesus “Tom” Espinoza, to the Glacier Bancorp Board.
Tom also serves on the Board of our Foothills Bank division and has extensive experience in executive-level
leadership, corporate management, asset management, and real estate development. Tom is the co-founder and
former President and CEO of Raza Development Fund, the largest Latino Community Development Financial
Institution in the United States.
Finally, I would like to recognize Steve Klein of Miller Nash who passed away in 2022. Steve was the
Company’s attorney for 26 years and helped close 30 bank acquisitions as well as lead the Company’s legal
efforts in almost all challenges we faced. Steve had street smarts from his Brooklyn upbringing, humor, and
most importantly, humility. Steve always emerged from any tense negotiation with a deal done and a new set of
friends. Steve inspired us in many ways, provided important guidance, and was passionate about all things
Glacier Bancorp.
The entire Glacier team did an excellent job in 2022, working together to produce record results while
implementing an aggressive line-up of technology projects that will significantly improve service for our
customers and help make us more efficient. We also thank the Glacier Bancorp Board for their insightful
leadership, guidance, and commitment to building a great company. And most importantly, we thank our
customers for their business and our shareholders for their continued trust.
Sincerely,
Randy Chesler
President and Chief Executive Officer
iv
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)
Selected Statements of Financial Condition Information
Total assets
Debt securities
Loans receivable, net
Allowance for credit losses
Goodwill and intangibles
Deposits
Federal Home Loan Bank advances
Securities sold under agreements to repurchase
and other borrowed funds
Stockholders’ equity
Equity per share
Equity as a percentage of total assets
Summary Statements of Operations
Interest income
Interest expense
Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income before income taxes
Federal and state income tax expense
Net income
Basic earnings per share
Diluted earnings per share
Dividends declared per share
Selected Ratios and Other Data
Return on average assets
Return on average equity
Dividend payout ratio
Average equity to average asset ratio
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to risk-weighted assets)
Tier 1 capital (to average assets)
Net interest margin on average earning assets (tax-
equivalent)
Efficiency ratio 1
Allowance for credit losses as a percent of loans
Allowance for credit losses as a percent of nonperforming
loans
Non-performing assets as a percentage of subsidiary assets
Non-performing assets
Loans originated and acquired
Number of full time equivalent employees
Number of locations
2022
At or for the Years ended December 31,
2019
2020
2021
$ 26,635,375
9,022,359
15,064,529
(182,283)
1,026,994
20,606,555
1,800,000
1,023,209
2,843,305
25.67
10.7 %
25,940,645
10,370,013
13,259,366
(172,665)
1,037,652
21,337,249
—
1,064,888
3,177,622
28.71
12.3 %
18,504,206
5,527,650
10,964,453
(158,243)
569,522
14,797,529
—
1,037,651
2,307,041
24.18
12.5 %
13,683,999
2,799,863
9,388,320
(124,490)
519,704
10,776,457
38,611
598,644
1,960,733
21.25
14.3 %
$
$
$
$
$
829,640
41,261
788,379
19,963
120,732
518,868
370,280
67,078
303,202
2.74
2.74
1.32
1.15 %
10.43 %
48.18 %
11.01 %
14.02 %
12.34 %
12.34 %
8.79 %
3.27 %
54.64 %
1.20 %
681,074
18,558
662,516
23,076
144,820
434,822
349,438
64,681
284,757
2.87
2.86
1.37
1.33 %
11.08 %
47.74 %
11.99 %
14.21 %
12.49 %
12.49 %
8.64 %
3.42 %
51.35 %
1.29 %
627,064
27,315
599,749
39,765
172,867
404,811
328,040
61,640
266,400
2.81
2.81
1.33
1.62 %
12.15 %
47.33 %
13.35 %
14.63 %
12.42 %
12.42 %
9.12 %
4.09 %
49.97 %
1.42 %
546,177
42,773
503,404
57
130,774
374,927
259,194
48,650
210,544
2.39
2.38
1.31
1.64 %
12.01 %
54.81 %
13.69 %
14.95 %
13.76 %
12.58 %
11.65 %
4.39 %
57.78 %
1.31 %
2018
12,115,484
2,869,578
8,156,310
(131,239)
338,828
9,493,767
440,175
410,859
1,515,854
17.93
12.5 %
468,996
35,531
433,465
9,953
118,824
320,127
222,209
40,331
181,878
2.18
2.17
1.31
1.59 %
12.56 %
60.09 %
12.67 %
14.70 %
13.37 %
12.10 %
11.35 %
4.21 %
54.73 %
1.58 %
557 %
0.12 %
$
32,742
$ 8,039,623
3,390
221
255 %
0.26 %
67,691
8,551,419
3,436
224
470 %
0.19 %
35,433
7,934,881
2,970
193
385 %
0.27 %
37,437
4,607,536
2,826
181
266 %
0.47 %
56,750
4,301,678
2,623
167
______________________________
1 Non-interest expense before other real estate owned (“OREO”) expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring
expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-
recurring income items.
v
(This page intentionally left blank.)
vi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-18911
________________________________________________________________________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Montana
(State or other jurisdiction of incorporation or organization)
49 Commons Loop Kalispell, Montana
(Address of principal executive offices)
81-0519541
(IRS Employer Identification No.)
59901
(Zip Code)
(406) 756-4200
(Registrant’s telephone number, including area code)
________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
GBCI
Name of each exchange on which registered
The New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the voting common equity held by non-affiliates at June 30, 2022 (the last business day of the registrant’s most
recently completed second fiscal quarter), was $5,228,976,086 (based on the average bid and asked price as quoted on the NYSE Global
Select Market exchange as of the close of business on that date).
The number of shares of registrant’s common stock outstanding on February 16, 2023 was 110,856,867. No preferred shares are issued or
outstanding.
Document Incorporated by Reference
Portions of the 2023 Annual Meeting Proxy Statement dated on or about March 15, 2023 are incorporated by reference into Parts I and III of
this Form 10-K.
1
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure about Market Risk
Financial Statements and Supplementary Data
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Controls and Procedures
Other Information
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
Exhibits, Financial Statement Schedules
Form 10-K Summary
SIGNATURES
2
Page
4
14
20
20
20
20
21
22
22
54
56
57
62
63
64
65
66
68
118
118
118
118
119
119
119
119
119
120
121
122
ABBREVIATIONS/ACRONYMS
Heritage – Heritage Bancorp and its subsidiary, Heritage Bank of Nevada
HTM - Held-to-maturity
Modernization Act of 1999
Interest rate locks – residential real estate derivatives for commitments
Interstate Act – Riegle-Neal Interstate Banking and Branching
GDP - Gross domestic product
Ginnie Mae – Government National Mortgage Association
GLBA – Gramm-Leach-Bliley Financial Services
ACL – allowance for credit losses
ALCO – Asset Liability Committee
AMLA – Anti-Money Laundering Act of 2020
Alta – Altabancorp and its subsidiary, Altabank
ASC – Accounting Standards CodificationTM
ASU – Accounting Standards Update
ATM – automated teller machine
Bank – Glacier Bank
Basel III – third installment of the Basel Accords
BHCA – Bank Holding Company Act of 1956, as amended
Board – Glacier Bancorp, Inc.’s Board of Directors
bp or bps – basis point(s)
BSA – Bank Secrecy Act
CDE – Certified Development Entity
CDFI Fund – Community Development Financial Institutions Fund MT Division of Banking – Montana Department of Administration’s
CEO – Chief Executive Officer
CECL – current expected credit losses
CFO – Chief Financial Officer
CFPB – Consumer Financial Protection Bureau
Company – Glacier Bancorp, Inc.
COSO – Committee of Sponsoring Organizations of the
NII – net interest income
NMTC – New Markets Tax Credits
NOW – negotiable order of withdrawal
NRSRO – Nationally Recognized Statistical Rating Organizations
NYSE - The New York Stock Exchange
OCI – other comprehensive income
IRS – Internal Revenue Service
KBW NASDAQ Regional Banking Index - KBW Regional
Banking Index
LIBOR – London Interbank Offered Rate
Division of Banking and Financial Institutions
LIHTC – Low-Income Housing Tax Credit
Efficiency Act of 1994
Treadway Commission
COVID-19 – coronavirus disease of 2019
CRA – Community Reinvestment Act of 1977
DDA – demand deposit account
DIF – federal Deposit Insurance Fund
Dodd-Frank Act – Dodd-Frank Wall Street Reform and
OREO – other real estate owned
Patriot Act – Uniting and Strengthening America by Providing
Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCAOB – Public Company Accounting Oversight Board (United States)
PCD – purchased credit-deteriorated
Consumer Protection Act of 2010
EAP – Employee Assistance Program
EGRRC Act – Economic Growth, Regulatory Relief, and Consumer Repurchase agreements – securities sold under agreements
Proxy Statement – the 2023 Annual Meeting Proxy Statement
PPP – Paycheck Protection Program
Protection Act
ESG – Environmental, social and governance matters
Fannie Mae – Federal National Mortgage Association
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
FHLB – Federal Home Loan Bank
Final Rules – final rules implemented by the federal banking
agencies that amended regulatory risk-based capital rules
FNB – FNB Bancorp and its subsidiary, The First National Bank
of Layton
FRB – Federal Reserve Bank
Freddie Mac – Federal Home Loan Mortgage Corporation
GAAP – accounting principles generally accepted in the
United States of America
to repurchase
ROU – right-of-use
S&P – Standard and Poor’s
SBA – United States Small Business Administration
SBAZ – State Bank Corp. and its subsidiary, State Bank of Arizona
SEC – United States Securities and Exchange Commission
SERP – Supplemental Executive Retirement Plan
SOFR – Secured Overnight Financing Rate
SOX Act – Sarbanes-Oxley Act of 2002
Tax Act – The Tax Cuts and Jobs Act
TBA – to-be-announced
TDR – troubled debt restructuring
VIE – variable interest entity
3
Item 1. Business
PART I
General
Glacier Bancorp, Inc., headquartered in Kalispell, Montana, is a Montana corporation incorporated in 2004 as a successor corporation
to the Delaware corporation originally incorporated in 1990. The terms “Company,” “we,” “us” and “our” mean Glacier Bancorp, Inc.
and its subsidiaries, when appropriate. The Company is a publicly-traded company and its common stock trades on the New York
Stock Exchange (“NYSE”) under the symbol: GBCI. We provide a full range of banking services to individuals and businesses from
221 locations in Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada through our wholly-owned bank
subsidiary, Glacier Bank (“Bank”). We offer a wide range of banking products and services, including: 1) retail banking; 2) business
banking; 3) real estate, commercial, agriculture and consumer loans; and 4) mortgage origination and loan servicing. We serve
individuals, small to medium-sized businesses, community organizations and public entities. For information regarding our lending,
investment and funding activities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
The Company includes the parent holding company and the Bank. As of December 31, 2022, the Bank consists of seventeen bank
divisions and a corporate division. The bank divisions operate under separate names, management teams and advisory directors and
include the following:
First Bank of Montana (Lewistown, Montana) with operations in Montana;
Glacier Bank (Kalispell, Montana) with operations in Montana;
First Security Bank of Missoula (Missoula, Montana) with operations in Montana;
Valley Bank of Helena (Helena, Montana) with operations in Montana;
First Security Bank (Bozeman, Montana) with operations in Montana;
•
•
•
•
• Western Security Bank (Billings, Montana) with operations in Montana;
•
• Mountain West Bank (Coeur d’Alene, Idaho) with operations in Idaho and Washington;
•
•
•
•
•
•
•
•
•
•
Citizens Community Bank (Pocatello, Idaho) with operations in Idaho;
First Bank (Powell, Wyoming) with operations in Wyoming;
First State Bank (Wheatland, Wyoming) with operations in Wyoming;
North Cascades Bank (Chelan, Washington) with operations in Washington;
Bank of the San Juans (Durango, Colorado) with operations in Colorado;
Collegiate Peaks Bank (Buena Vista, Colorado) with operations in Colorado;
The Foothills Bank (Yuma, Arizona) with operations in Arizona;
First Community Bank Utah (Layton, Utah) with operations in Utah;
Heritage Bank of Nevada (Reno, NV) with operations in Nevada; and
Altabank (American Fork, UT) with operations in Utah and Idaho.
The corporate division includes the Bank’s investment portfolio and wholesale borrowings, and other centralized functions. We
consider the Bank to be our sole operating segment.
The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s
significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to
the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary
interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary
interests are not included in the Company’s consolidated financial statements.
The parent holding company owns non-bank subsidiaries that have issued trust preferred securities which qualify as Tier 2 regulatory
capital instruments. The trust subsidiaries are not included in our consolidated financial statements. Our investments in the trust
subsidiaries are included in other assets on our statements of financial condition.
As of December 31, 2022, the Company and its subsidiaries were not engaged in any operations in foreign countries.
4
Recent Acquisitions
Our strategy is to profitably grow our business through internal growth and selective acquisitions. We continue to look for profitable
expansion opportunities primarily in existing and new markets in the Rocky Mountain and Western states. We have completed the
following acquisitions during the last five fiscal years:
(Dollars in thousands)
Altabancorp and its wholly-owned subsidiary, Altabank
(collectively, "Alta")
State Bank Corp. and its wholly-owned subsidiary, State Bank of
Arizona (collectively, "SBAZ")
Heritage Bancorp and its wholly-owned subsidiary, Heritage Bank
of Nevada (collectively, "Heritage")
FNB Bancorp and its wholly-owned subsidiary, The First National
Bank of Layton (collectively, "FNB")
Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary,
First Security Bank (collectively, “FSB”)
Columbine Capital Corp., and its wholly-owned subsidiary,
Collegiate Peaks Bank (collectively, “Collegiate”)
Date
Total
Assets
Gross
Loans
Total
Deposits
October 1, 2021
$ 4,131,662
1,902,321
3,273,819
February 29, 2020
745,420
451,702
603,289
July 31, 2019
977,944
615,279
722,220
April 30, 2019
379,155
245,485
274,646
February 28, 2018
1,109,684
627,767
877,586
January 31, 2018
551,198
354,252
437,171
See Note 23 in the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for additional
information regarding the 2021 acquisition.
Market Area and Competition
We have 221 locations, which consists of 187 branches and 34 loan or administration offices, in 76 counties within 8 states including
Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The market area’s economic base primarily focuses
on tourism, construction, mining, energy, manufacturing, agriculture, service industry, and health care. The tourism industry is highly
influenced by national parks, ski resorts, significant lakes and rural scenic areas.
Commercial banking is a highly competitive business and operates in a rapidly changing environment. There are a large number of
depository institutions including commercial banks, savings and loans, and credit unions in the markets in which we have locations.
Competition is also increasing for deposit and lending services from internet-based competitors. Non-depository financial service
institutions, primarily in the securities, insurance and retail industries, have also become competitors for retail savings, investment
funds and lending activities. In addition to offering competitive interest rates, the principal methods used by the Bank to attract
deposits include the offering of a variety of services including online banking, mobile banking and convenient office locations and
business hours. The primary factors in competing for loans are interest rates and rate adjustment provisions, loan maturities, loan fees,
relationships with customers and the quality of service.
The following table summarizes our number of locations, the number of counties we serve and the percentage of Federal Deposit
Insurance Corporation (“FDIC”) insured deposits we have in those counties for each of the eight states we operate in. Percent of
deposits are based on the FDIC summary of deposits survey as of June 30, 2022 and does not include any bank division acquired after
such date.
Montana
Idaho
Utah
Washington
Wyoming
Colorado
Arizona
Nevada
Total
Number of
Locations
Number of
Counties Served
Percent of
Deposits
70
30
38
15
19
26
16
7
221
18
11
8
6
10
13
7
3
76
26.3 %
8.5 %
0.5 %
5.8 %
15.0 %
1.8 %
0.8 %
6.1 %
5
Human Capital
As of December 31, 2022, we employed 3,552 persons, 3,235 of whom were employed full time. No employees were represented by a
collective bargaining group. We believe our employees are united by our commitment to serve our customers and communities and
that our customers are best served by a staff of competent, caring employees who are customer oriented. Our employees are one of our
most valuable assets. We consider our employee relations to be excellent.
We strive to provide a safe and gratifying workplace for our employees. We promote and support a work environment free from any
form of harassment, discrimination, bullying, or retaliation, and we are committed to principles of equal employment opportunity and
to taking affirmative steps to hire and advance qualified minorities, women, individuals with disabilities, and protected veterans. We
also encourage employee growth and development in a variety of ways, including through formal and informal training, relationships
with colleagues and internal mentors, and by making a variety of resources available.
The Company has established a Training Committee charged with creating company-wide training expectations for employees to
encourage adherence to internal policies and procedures and compliance with the variety of laws and regulations applicable to our
operations. We also strive to offer multidisciplinary educational opportunities for employees to improve their knowledge and skills
for their current positions, as well as to create opportunities to advance within the organization. Other targeted development
opportunities are available for group leaders and promising employees, such as tuition support for employees seeking additional
degrees or certifications through our Tuition Reimbursement program.
Our employee’s overall health and well-being is a top priority. It is our goal for all employees to work hard and experience a high
quality work life, but we also encourage employees to be active participants in our communities, and to enjoy quality time with their
families and cultivate their independent interests. We have developed several programs to encourage a safe and healthy workplace,
including:
GBCI Injury and Illness Prevention Program
•
• Work-life Balance Employee Assistance Program (“EAP”)
• WellSteps program offering assessments, goal setting tools, activities, incentives, and rewards
•
•
• Workstation Ergonomics Assessments
The appointment of Safety & Wellness Ambassadors
Quarterly Wellness Campaign
Through our Injury and Illness Prevention Program, we have established protocols for minimizing work place injuries and incidents.
Instilling safety as a standard of practice is facilitated by a Safety Committee at each of our banking divisions and by Safety &
Wellness Ambassadors at each location.
We also believe employee retention is critical to our success, and we are proud of our track record when it comes to retaining
employees, including many employees at institutions we acquire. Retention strategies are woven into all our compensation and
retirement programs, and even our efforts at expansion. We provide our qualifying employees with a comprehensive benefit program,
including health, dental and vision insurance, life and accident insurance, short- and long-term disability coverage, vacation and sick
leave. In addition we offer a Profit Sharing and 401(k) Plan, stock-based compensation plan, deferred compensation plans, and a
supplemental executive retirement plan for certain employees (“SERP”). For select management-level employees, we also offer our
Short and Long-Term Incentive Plans, which are cash and equity-based compensation plans, respectively, that are designed to
encourage achievement of short and long-term financial goals as our determined by the Company’s Board of Directors (the “Board”)
from time to time, and to further retention through long-term vesting of certain awards earned. See Note 14 in the Consolidated
Financial Statements in “Item 8. Financial Statements and Supplementary Data” for detailed information regarding employee benefit
plans and eligibility requirements.
We have continued to adjust our operations as needed as the coronavirus disease of 2019 (“COVID-19”) has evolved and the federal,
state and local response to the pandemic has changed. While most of our employees have returned to physical locations, we have
continued to make work from home options available to those who are able to do their jobs remotely. In addition, we have continued
to offer a special time off benefit to employees affected by the virus or exposure to the virus, and to make other adjustments to our
benefit programs to address pandemic-related issues. Throughout the COVID-19 pandemic, we have remained focused on the health
and safety of our associates, especially our associates that have been required to work in person, including by continuing to implement
various safety protocols in our facilities consistent with local regulatory requirements and providing support to employees who have
been affected by COVID-19.
Board of Directors and Committees
The Board has the ultimate authority and responsibility for overseeing risk management at the Company. Some aspects of risk
oversight are fulfilled at the Board level, and the Board delegates other aspects of its risk oversight function to its committees. The
Board has established, among others, an Audit Committee, a Compensation and Human Capital Committee, a Nominating/Corporate
Governance Committee, a Compliance Committee, and a Risk Oversight Committee. Additional information regarding Board
6
committees is set forth under the heading “Meetings and Committees of the Board of Directors - Committees and Committee
Membership” in the Company’s 2023 Annual Meeting Proxy Statement (“Proxy Statement”) and is incorporated herein by reference.
Website Access
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge
through our website (www.glacierbancorp.com) as soon as reasonably practicable after we have filed the material with, or furnished it
to, the United States Securities and Exchange Commission (“SEC”). Copies can also be obtained by accessing the SEC’s website
(www.sec.gov).
Supervision and Regulation
We are subject to extensive regulation under federal and state laws. This section provides a general overview of the federal and state
regulatory framework applicable to us. In general, this regulatory framework is designed to protect depositors, the federal Deposit
Insurance Fund (“DIF”), and the federal and state banking system as a whole, rather than specifically for the protection of
shareholders. Note that this section is not intended to summarize all laws and regulations applicable to us. Descriptions of statutory or
regulatory provisions do not purport to be complete and are qualified by reference to those provisions.
These statutes and regulations, as well as related policies, continue to be subject to change by Congress, state legislatures, and federal
and state regulators. Changes in statutes, regulations, or regulatory policies applicable to us (including their interpretation or
implementation) cannot be predicted and could have a material effect on our business and operations. Numerous changes to the
statutes, regulations, and regulatory policies applicable to us have been made or proposed in recent years. Continued efforts to
monitor and comply with new regulatory requirements add to the complexity and cost of our business and operations.
The Company is subject to regulation and supervision by the Federal Reserve and the Montana Department of Administration’s
Division of Banking and Financial Institutions (“MT Division of Banking”) and regulation generally by the State of Montana. The
Company is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, which are both administered by the SEC. The Bank is subject to regulation and supervision by
the FDIC, the MT Division of Banking, and, with respect to Bank branches outside of the State of Montana, the respective regulators
in those states. In addition, we are subject to the direct supervision of the Consumer Financial Protection Bureau (“CFPB”) which is
empowered to exercise broad rulemaking, supervision, and enforcement authority for a wide range of consumer protection laws.
Federal and State Bank Holding Company Regulation
General. The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), due to its
ownership of and control over the Bank. As a bank holding company, the Company is subject to regulation, supervision, and
examination by the Federal Reserve. Further, because the Bank is a “regional banking organization” under Montana law, the
Company (as a bank holding company of the Bank) is also subject to regulation, supervision and examination by the MT Division of
Banking. In general, the BHCA limits the business of a bank holding company to owning or controlling banks and engaging in, or
retaining or acquiring shares in a company engaged in, other activities closely related to the business of banking. In addition, the
Company must also file reports with and provide additional information to the Federal Reserve.
Holding Company Bank Ownership. The BHCA requires every bank holding company to obtain the prior approval of the Federal
Reserve before: 1) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding
company if, after such acquisition, it would own or control more than 5 percent of such shares; 2) acquiring all or substantially all of
the assets of another bank or bank holding company; or 3) merging or consolidating with another bank holding company.
Holding Company Control of Non-banks. With some exceptions, the BHCA prohibits a bank holding company from acquiring or
retaining direct or indirect ownership or control of more than 5 percent of the voting shares of any company that is not a bank or bank
holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or
providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities that, by
federal statute, agency regulation, or order, have been identified as activities closely related to the business of banking or managing or
controlling banks.
Transactions with Affiliates. Bank subsidiaries of a bank holding company are subject to restrictions imposed by the Federal Reserve
Act on extensions of credit to the holding company or its subsidiaries, on investments in securities, and on the use of securities as
collateral for loans to any borrower. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”)
further extends the definition of an “affiliate” and treats credit exposure arising from derivative transactions, securities lending, and
borrowing transactions as covered transactions under the regulations. It also 1) expands the scope of covered transactions required to
be collateralized; 2) requires collateral to be maintained at all times for covered transactions required to be collateralized; and 3) places
limits on acceptable collateral. These regulations and restrictions may limit the Company’s ability to obtain funds from the Bank for
its cash needs, including funds for payments of dividends, interest, and operational expenses.
7
Tying Arrangements. We are also prohibited from engaging in certain tie-in arrangements in connection with any extension of credit,
sale or lease of property, or furnishing of services. For example, with certain exceptions, we may not condition an extension of credit
to a customer on either 1) a requirement that the customer obtain additional services provided by us; or 2) an agreement by the
customer to refrain from obtaining other services from a competitor.
Support of Bank Subsidiaries. Under Federal Reserve policy and the Dodd-Frank Act, the Company is required to act as a source of
financial and managerial strength to the Bank. This means that the Company is required to commit, as necessary, capital and
resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources or
when it may not be in the Company's or its stockholders' best interests to do so. Any capital loans a bank holding company makes to
its bank subsidiaries are subordinate to deposits and to certain other indebtedness of the bank subsidiaries.
State Law Restrictions under Corporate Law. As a Montana corporation, the Company is subject to certain limitations and restrictions
under applicable Montana corporate law. For example, Montana corporate law includes limitations and restrictions relating to
indemnification of directors, distributions to shareholders, transactions involving directors, officers, or interested shareholders,
maintenance of books, records, and minutes, and observance of certain corporate formalities.
Federal and State Regulation of the Bank
General. Deposits in the Bank are insured by the FDIC. The Bank is subject to primary supervision, periodic examination, and
regulation of the FDIC and the MT Division of Banking. These agencies have the authority to prohibit the Bank from engaging in
what they believe constitute unsafe or unsound banking practices. The federal laws that apply to the Bank regulate, among other
things, the scope of its business, its investments, its reserves against deposits, the timing of the availability of deposited funds, and the
nature and amount of and collateral for loans. Federal laws also regulate community reinvestment and insider credit transactions and
impose safety and soundness standards. In addition to federal law and the laws of the State of Montana, with respect to the Bank's
branches in Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada, the Bank is also subject to the various laws and
regulations governing its activities in those states.
Consumer Protection. The Bank is subject to a variety of federal and state consumer protection laws and regulations that govern its
relationships and interactions with consumers, including laws and regulations that impose certain disclosure requirements and that
govern the manner in which the Bank takes deposits, makes and collects loans, and provides other services. In recent years,
examination and enforcement by federal and state banking agencies for compliance with consumer protection laws and regulations
have increased and become more intense. Failure to comply with these laws and regulations may subject the Bank to various
penalties, including but not limited to enforcement actions, injunctions, fines, civil monetary penalties, criminal penalties, punitive
damages, and the loss of certain contractual rights. The Bank has established a comprehensive compliance system to ensure consumer
protection.
Community Reinvestment. The Community Reinvestment Act of 1977 (“CRA”) requires that, in connection with examinations of
financial institutions within their jurisdictions, federal bank regulators evaluate the record of financial institutions in meeting the credit
needs of their local communities, including low and moderate-income neighborhoods, consistent with the safe and sound operation of
those institutions. A bank’s community reinvestment record is also considered by the applicable banking agencies in evaluating
mergers, acquisitions, and applications to open a branch or facility. In some cases, a bank's failure to comply with the CRA, or CRA
protests filed by interested parties during applicable comment periods, can result in the denial or delay of such transactions. The Bank
received a “satisfactory” rating in its most recent CRA examination. In May 2022, federal bank regulators released a notice of
proposed rule-making to “strengthen and modernize” CRA regulations and the related regulatory framework. Future changes in the
evaluation process or requirements under CRA could impact the Bank’s costs of compliance and rating.
Insider Credit Transactions. Banks are subject to certain restrictions on extensions of credit to executive officers, directors, principal
shareholders, and their related interests. These extensions of credit 1) must be made on substantially the same terms (including
interest rates and collateral) and follow credit underwriting procedures that are at least as stringent as those prevailing at the time for
comparable transactions with persons not related to the lending bank; and 2) must not involve more than the normal risk of repayment
or present other unfavorable features. Banks are also subject to certain lending limits and restrictions on overdrafts to insiders. A
violation of these restrictions may result in the assessment of substantial civil monetary penalties, regulatory enforcement actions, and
other regulatory sanctions. The Dodd-Frank Act and federal regulations place additional restrictions on loans to insiders and generally
prohibit loans to senior officers other than for certain specified purposes.
Regulation of Management. Federal law 1) sets forth circumstances under which officers or directors of a bank may be removed by
the bank's federal supervisory agency; 2) as discussed above, places restraints on lending by a bank to its executive officers, directors,
principal shareholders, and their related interests; and 3) generally prohibits management personnel of a bank from serving as directors
or in other management positions of another financial institution whose assets exceed a specified amount or which has an office within
a specified geographic area.
8
Safety and Soundness Standards. Certain non-capital safety and soundness standards are also imposed upon banks. These standards
cover, among other things, internal controls, information systems and internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency
determines to be appropriate, and standards for asset quality, earnings, and stock valuation. In addition, each insured depository
institution must implement a comprehensive written information security program that includes administrative, technical, and physical
safeguards appropriate to the institution’s size and complexity and the nature and scope of its activities. The information security
program must be designed to ensure the security and confidentiality of customer information, protect against any unanticipated threats
or hazards to the security or integrity of such information, protect against unauthorized access to or use of such information that could
result in substantial harm or inconvenience to any customer, and ensure the proper disposal of customer and consumer information.
An institution that fails to meet these standards may be required to submit a compliance plan, or be subject to regulatory sanctions,
including restrictions on growth. The Bank has established comprehensive policies and risk management procedures to ensure the
safety and soundness of the Bank.
Interstate Banking and Branching
The Dodd-Frank Act eliminated interstate branching restrictions that were implemented as part of the Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 ("Interstate Act"), and removed many restrictions on de novo interstate branching by state and
federally chartered banks. Federal regulators have authority to approve applications by such banks to establish de novo branches in
states other than the bank's home state if the host state's banks could establish a branch at the same location. The Interstate Act
requires regulators to consult with community organizations before permitting an interstate institution to close a branch in a low-
income area. Federal bank regulations prohibit banks from using their interstate branches primarily for deposit production and federal
bank regulatory agencies have implemented a loan-to-deposit ratio screen to ensure compliance with this prohibition.
Dividends
A principal source of the Company’s cash is from dividends received from the Bank, which are subject to regulation and limitation.
As a general rule, regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that
would constitute an unsafe or unsound banking practice. For example, regulators have stated that paying dividends that deplete an
institution's capital base to an inadequate level would be an unsafe and unsound banking practice and that an institution should
generally pay dividends only out of current operating earnings. In addition, a bank may not pay cash dividends if that payment could
reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. Current guidance
from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should
not exceed earnings per share, measured over the previous four fiscal quarters. In certain circumstances, Montana law also places
limits or restrictions on a bank’s ability to declare and pay dividends.
Rules adopted in accordance with the third installment of the Basel Accords (“Basel III”) also impose limitations on the Bank's ability
to pay dividends. In general, these rules limit the Bank's ability to pay dividends unless the Bank's common equity conservation buffer
exceeds the minimum required capital ratio by at least 2.5 percent of risk-weighted assets.
The Federal Reserve has also issued a policy statement on the payment of cash dividends by bank holding companies. In general, the
policy statement expresses the view that although no specific regulations restrict dividend payments by bank holding companies other
than state corporate laws, a bank holding company should not pay cash dividends unless the bank holding company’s earnings for the
past year are sufficient to cover both the cash dividends and a prospective rate of earnings retention that is consistent with the bank
holding company’s capital needs, asset quality, and overall financial condition. A bank holding company's ability to pay dividends
may also be restricted if a subsidiary bank becomes undercapitalized. The various laws and regulatory policies applicable to the
Company and the Bank may limit our ability to pay dividends or otherwise engage in capital distributions.
The Dodd-Frank Act
General. The Dodd-Frank Act significantly changed the bank regulatory structure and has affected the lending, deposit, investment,
trading, and operating activities of banks and bank holding companies. Some of the provisions of the Dodd-Frank Act that may
impact our business and operations are summarized below.
Corporate Governance. The Dodd-Frank Act requires publicly traded companies to provide their shareholders with 1) a non-binding
shareholder vote on executive compensation; 2) a non-binding shareholder vote on the frequency of such vote; 3) disclosure of
“golden parachute” arrangements in connection with specified change in control transactions; and 4) a non-binding shareholder vote
on golden parachute arrangements in connection with these change in control transactions. The SEC adopted a rule mandated by the
Dodd-Frank Act that requires a public company to disclose the ratio of the compensation of its Chief Executive Officer (“CEO”) to the
median compensation of its employees. This rule is intended to provide shareholders with information that they can use to evaluate a
CEO’s compensation.
Prohibition Against Charter Conversions of Financial Institutions. The Dodd-Frank Act generally prohibits a depository institution
from converting from a state to federal charter, or vice versa, while it is the subject to an enforcement action unless the depository
9
institution seeks prior approval from its primary regulator and complies with specified procedures to ensure compliance with the
enforcement action.
Repeal of Demand Deposit Interest Prohibition. The Dodd-Frank Act repealed the federal prohibitions on the payment of interest on
demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
Consumer Financial Protection Bureau. The Dodd-Frank Act established the CFPB and empowered it to exercise broad rulemaking,
supervision, and enforcement authority for a wide range of consumer protection laws. The CFPB has issued and continues to issue
numerous regulations under which we will continue to incur additional expense in connection with our ongoing compliance
obligations. Significant recent CFPB developments that may affect operations and compliance costs include:
•
•
•
•
•
Positions taken by the CFPB on fair lending, including applying the disparate impact theory which could make it more
difficult for lenders to charge different rates or to apply different terms to loans to different customers;
The CFPB's Final Rule amending Regulation C, which implements the Home Mortgage Disclosure Act, requiring most
lenders to report expanded information in order for the CFPB to more effectively monitor fair lending concerns and other
information shortcomings identified by the CFPB;
Positions taken by the CFPB regarding the Electronic Fund Transfer Act and Federal Reserve Regulation E, which require
companies to obtain consumer authorizations before automatically debiting a consumer’s account for pre-authorized
electronic funds transfers;
Focused efforts on enforcing certain compliance obligations the CFPB deems a priority, such as automobile and student loan
servicing (including certain forbearance requirements related to the COVID-19 pandemic), debt collection, collateral
repossession, mortgage origination and servicing, remittances, and fair lending, among others; and
Positions taken by the CFPB and focused efforts on enforcing compliance obligations related to deposit account fees
including overdraft, non-sufficient funds, and returned deposit fees.
Interchange Fees. Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for
assessing whether the interchange fees that may be charged with respect to certain electronic transactions are "reasonable and
proportional" to the costs incurred by issuers for processing such transactions. Notably, the Federal Reserve's rules set a maximum
permissible interchange fee, among other requirements. We have been subject to the interchange fee cap since July 1, 2019.
Stress Testing
In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRC Act”) was signed into law, rolling
back certain provisions of the Dodd-Frank Act to provide regulatory relief to financial institutions. In relevant part, the EGRRC Act
raised the applicability threshold for company-run stress testing required under the Dodd-Frank Act by exempting bank holding
companies under $100 billion in total assets and raising the asset threshold for covered banks from $10 billion to $250 billion. In
November of 2019, the FDIC adopted a Final Rule to implement these changes. As a result, we are not currently subject to the Dodd-
Frank Act stress testing requirements.
Capital Adequacy
Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal regulatory
agencies, which involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory
guidelines. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk
weighting, and other factors. The capital requirements are intended to ensure that institutions have adequate capital given the risk
levels of assets and off-balance sheet financial instruments and are applied separately to the Company and the Bank.
Federal regulations require insured depository institutions and bank holding companies to meet several minimum capital standards,
including: 1) a common equity Tier 1 capital to risk-based assets ratio of 4.5 percent; 2) a Tier 1 capital to risk-based assets ratio of 6
percent; 3) a total capital to risk-based assets ratio of 8 percent; and 4) a 4 percent Tier 1 capital to total assets leverage ratio. These
minimum capital requirements became effective in January 2015 and were the result of Final Rules implementing regulatory changes
based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act
("Final Rules").
The Final Rules also require a capital conservation buffer designed to absorb losses during periods of economic stress. Failure to
comply with this buffer requirement may result in constraints on capital distributions (e.g., dividends, equity repurchases, and certain
bonus compensation for executive officers). The Final Rules change the risk-weights of certain assets for purposes of the risk-based
capital ratios and phase out certain instruments as qualifying capital. For additional information regarding trust preferred securities
and their impact to regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial Statements and
Supplementary Data.”
10
The Final Rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on an insured
depository institution if its capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which
are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following
increased capital level requirements to qualify as “well capitalized”: 1) a Tier 1 common equity capital ratio of at least 6.5 percent;
2) a Tier 1 capital ratio of at least 8 percent; 3) a total capital ratio of at least 10 percent; 4) a Tier 1 leverage ratio of at least 5 percent;
and 5) not be subject to any order or written directive requiring a specific capital level. The FDIC’s rules (as amended by the Final
Rules) contain other capital classification categories, such as “adequately capitalized,” “undercapitalized,” “significantly
undercapitalized,” and “critically undercapitalized,” each of which are based on differing capital ratios. Undercapitalized institutions
are subject to certain mandatory restrictions, including on capital distributions and growth. Significantly undercapitalized and
critically undercapitalized institutions are subject to additional restrictions. An institution may be downgraded to a category lower
than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition, or if the institution receives an
unsatisfactory examination rating.
The application of the Final Rules may result in lower returns on invested capital, require the raising of additional capital or require
regulatory action if the Bank were unable to comply with such requirements. In addition, management may be required to modify its
business strategy due to the changes to the asset risk-weights for risk-based capital calculations and the requirement to meet the capital
conservation buffer. The imposition of liquidity requirements in connection with these rules could also cause the Bank to increase its
holdings of liquid assets, change its business strategy, and make other changes to the terms of its funding.
Regulatory Oversight and Examination
Inspections. The Federal Reserve conducts periodic inspections of bank holding companies. In general, the objectives of the Federal
Reserve's inspection program are to ascertain whether the financial strength of a bank holding company is maintained on an ongoing
basis and to determine the effects or consequences of transactions between a bank holding company or its non-banking subsidiaries
and its bank subsidiaries. The inspection type and frequency typically varies depending on asset size, complexity of the organization,
and the bank holding company’s rating at its last inspection.
Examinations. Banks are subject to periodic examinations by their primary regulators. In assessing a bank's condition, bank
examinations have evolved from reliance on transaction testing to a risk-focused approach. These examinations are extensive and
cover the entire breadth of the operations of a bank. Generally, safety and soundness examinations occur on an 18-month cycle for
banks under $3 billion in total assets that are well capitalized and without regulatory issues, and 12-months otherwise. Examinations
alternate between the federal and state bank regulatory agencies, and in some cases they may occur on a combined schedule. The
frequency of consumer compliance and CRA examinations is linked to the size of the institution and its compliance and CRA ratings
at its most recent examinations. However, the examination authority of the Federal Reserve and the FDIC allows them to examine
supervised institutions as frequently as deemed necessary based on the condition of the institution or as a result of certain triggering
events. Because our total consolidated assets exceed $10 billion, we are also subject to the direct supervision of the CFPB.
Commercial Real Estate Ratios. The federal banking regulators have also issued guidance reminding financial institutions to
reexamine the existing regulations regarding concentrations in commercial real estate lending. The purpose of the guidance is to guide
banks in developing risk management practices and capital levels commensurate with the level and nature of real estate
concentrations. The banking regulators are directed to examine each bank’s exposure to commercial real estate loans that are
dependent on cash flow from the real estate held as collateral and to focus their supervisory resources on institutions that may have
significant commercial real estate loan concentration risk. The guidance provides that the strength of an institution’s lending and risk
management practices with respect to such concentrations will be taken into account in evaluating capital adequacy and does not
specifically limit a bank’s commercial real estate lending to a specified concentration level.
Corporate Governance and Accounting
The Sarbanes-Oxley Act of 2002 (“SOX Act”) addresses, among other things, corporate governance, auditing and accounting,
enhanced and timely disclosure of corporate information, and penalties for non-compliance. Among other matters, the SOX Act 1)
requires chief executive officers and chief financial officers to certify to the accuracy and completeness of periodic reports filed with
the SEC and to certain matters relating to disclosure and accounting controls at public companies; 2) imposes specific and enhanced
corporate disclosure requirements; 3) accelerates the time frame for reporting insider transactions and periodic disclosures by public
companies; and 4) requires companies to adopt and disclose information about corporate governance practices. As a publicly
reporting company with the SEC, the Company is subject to the requirements of the SOX Act and related rules and regulations issued
by the SEC and the NYSE.
Anti-Money Laundering and Anti-Terrorism
The Bank Secrecy Act (“BSA”) requires all financial institutions to establish a risk-based system of internal controls reasonably
designed to prevent money laundering and the financing of terrorism. The BSA also sets forth various recordkeeping and reporting
requirements (such as reporting suspicious activities that might signal criminal activity) and certain due diligence and "know your
customer" documentation requirements.
11
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(“Patriot Act”), intended to combat terrorism, was renewed with certain amendments in 2006. In relevant part, the Patriot Act 1)
prohibits banks from providing correspondent accounts directly to foreign shell banks; 2) imposes due diligence requirements on
banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; 3) requires financial institutions to
establish an anti-money laundering compliance program; and 4) eliminates civil liability for persons who file suspicious activity
reports. The Patriot Act also includes provisions providing the government with power to investigate terrorism, including expanded
government access to bank account records. Regulators are directed to consider a bank holding company’s and a bank’s effectiveness
in combating money laundering when reviewing and ruling on applications under the BHCA and the Bank Merger Act. We have
established comprehensive compliance programs designed to comply with the requirements of the BSA and Patriot Act.
The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the BSA, was enacted in January 2021. The AMLA is intended
to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it
codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the U.S. Department of the
Treasury to promulgate priorities for anti-money laundering and countering the financing of terrorism policy; requires the
development of standards for testing technology and internal processes for BSA compliance; expands enforcement- and investigation-
related authority, including increasing available sanctions for certain BSA violations; and expands BSA whistleblower incentives and
protections. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the
impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June 2021, the Financial
Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, issued the priorities for anti-money laundering and
countering the financing of terrorism policy required under the AMLA. The priorities include: corruption, cybercrime, terrorist
financing, fraud, transnational crime, drug trafficking, human trafficking and proliferation financing.
Financial Services Modernization
The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (“GLBA”) brought about significant changes to the laws
affecting banks and bank holding companies. Generally, the GLBA 1) repeals historical restrictions on preventing banks from
affiliating with securities firms; 2) provides a uniform framework for the activities of banks, savings institutions, and their holding
companies; 3) broadens the activities that may be conducted by national banks and banking subsidiaries of bank holding companies; 4)
provides an enhanced framework for protecting the privacy of consumer information and requires notification to consumers of bank
privacy policies; and 5) addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term
activities of financial institutions. The Bank is subject to FDIC regulations implementing the privacy provisions of the GLBA. These
regulations require a bank to disclose its privacy policy, including informing consumers of the bank's information sharing practices
and their right to opt out of certain practices.
Deposit Insurance
FDIC Insured Deposits. The Bank's deposits are insured under the Federal Deposit Insurance Act, up to the maximum applicable
limits and are subject to deposit insurance assessments by the FDIC, which are designed to tie what banks pay for deposit insurance to
the risks they pose. The FDIC determines the amount of insurance premiums based on the financial institutions’ deposit base and the
applicable assessment rate. The Dodd-Frank Act redefined the assessment base as the average consolidated total assets less average
tangible equity capital of a financial institution. The FDIC determines the assessment rate for insured depository institutions with more
than $10 billion in assets under a “scorecard” methodology that seeks to capture both the probability that such an institution will fail
and the magnitude of the impact on the DIF if such a failure occurs. Assessment rates are applied to the depository intuition’s base to
determine payments to the DIF. The FDIC has authority to increase assessment rates, and in October 2022 adopted a Final Rule
increasing initial base deposit rate schedules uniformly by two basis points starting with the first quarterly assessment period of 2023.
The FDIC also communicated that the new rate schedules will remain in effect unless and until the reserve ratio meets or exceeds two
percent; progressively lower assessment rates can be expected when the reserve ratio goal is met. No institution may pay a dividend if
it is in default on its federal deposit insurance assessment. The FDIC may also prohibit any insured institution from engaging in any
activity determined by regulation or order to pose a serious risk to the DIF.
Safety and Soundness. The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines
after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to
continue operations, or has violated any applicable law, regulation, order, or any condition imposed by an agreement with the FDIC.
Management is not aware of any existing circumstances that would result in termination of the Bank's deposit insurance.
Insurance of Deposit Accounts. The Dodd-Frank Act permanently increased FDIC deposit insurance from $100,000 to $250,000 per
depositor. The FDIC insurance coverage limit applies per depositor, per insured depository institution for each account ownership
category.
Recent and Proposed Legislation
The economic and political environment of the past several years has led to a number of proposed legislative, governmental, and
regulatory initiatives that may significantly impact the banking industry. Other regulatory initiatives by federal and state government
agencies may also significantly impact our business, including, as an example, the Biden administration’s July 2021 executive order
12
encouraging more robust scrutiny of mergers and acquisitions and the related efforts of banking regulators to increase scrutiny of
transactions. Subsequently, in March 2022, the FDIC published a Request for Information (“RFI”) seeking information and comments
regarding the application of the laws, practices, rules, regulations, guidance, and statements of policy that apply to merger transactions
of one or more depository institutions. The FDIC highlighted that significant changes over the past several decades in the banking
industry and financial system necessitate a review of the regulatory framework. The FDIC expressed interest in receiving comments
regarding the effectiveness of the existing frameworks and requirements under the Bank Merger Act. The RFI is intended to inform
future FDIC policy on the matter.
We cannot predict the ultimate impact of any such initiatives on our operations, competitive situation, financial conditions, or results
of operations, or whether any other proposals will emerge. Recent history has demonstrated that new legislation or changes to existing
laws or regulations typically result in a greater compliance burden (and therefore increase the general costs of doing business), and the
new administration under President Biden has demonstrated a general intent to regulate the financial services industry more strictly
than the administration of his predecessor, including with respect to its review of proposed change in control transactions.
Effects of Federal Government Monetary Policy
The Company’s earnings and growth are affected not only by general economic conditions, but also by the fiscal and monetary
policies of the federal government, particularly the Federal Reserve. The Federal Reserve implements national monetary policy to
promote maximum employment, stable prices, and moderate long-term interest rates. Through its open market operations in U.S.
government securities, control of the discount rate applicable to borrowings, establishment of reserve requirements against certain
deposits, and control of the interest rate applicable to excess reserve balances and reverse repurchase agreements, the Federal Reserve
influences the availability and cost of money and credit and, ultimately, a range of economic variables including employment, output,
and the prices of goods and services. Recently, the Federal Reserve shifted its focus from economic growth to addressing continued
concerns with inflation. During 2022, the Federal Reserve increased the federal funds target rate seven times, an increase of 425 basis
points for the year, and communicated that it anticipates ongoing increases. Changes in monetary policy, including increases in the
federal funds rate, can affect net interest income and margin, overall profitability, and stockholders’ equity. The nature and impact of
future changes in monetary policies and their impact on us cannot be predicted with certainty.
Heightened Requirements for Large Bank Holding Companies and Banks
As mentioned above, the Dodd-Frank Act imposed heightened requirements on large bank holding companies and banks, and the
EGRRC Act has rolled back certain provisions of the Dodd-Frank Act. In particular, the EGRRC Act increased the asset threshold for
certain rules that previously applied to bank holding companies and banks with at least $10 billion in total consolidated assets. As a
result of the EGRRC Act and follow-up rules, we are not currently subject to several of those heightened requirements (e.g., stress
testing and a dedicated risk committee), but we will remain subject to other requirements of the Dodd-Frank Act left unaffected by the
EGRRC Act, such as the requirement that we be examined, primarily by the CFPB, for compliance with federal consumer protection
laws. We have established a comprehensive compliance system to ensure compliance with these rules.
Cybersecurity
In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity
risks and incidents. These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure
requirements under state and federal banking law and regulations.
The federal banking regulators regularly issue new guidance and standards, and update existing guidance and standards, intended to
enhance cyber risk management among financial institutions. Financial institutions are expected to comply with such guidance and
standards and to accordingly develop appropriate security controls and risk management processes. If we fail to observe such
regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties.
In November 2021, the federal banking agencies adopted a Final Rule, with compliance required by May 1, 2022, establishing new
notification requirements for banking organizations. The new rule requires banks to notify their primary banking regulator within 36
hours of determining that a “computer-security incident” rising to the level of a “notification incident,” has occurred. A “notification
incident” is one that materially affects, or is likely to affect, the viability of the banking organization’s operations and services
resulting in material loss, or potential impact the stability of the United States.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Several
states have regulations requiring certain financial institutions to implement cybersecurity programs and many states, including
Montana, have also implemented or recently modified their data breach notification, information security and data privacy
requirements. We expect this trend of state-level activity in those areas to continue, and are continually monitoring developments in
the states in which our customers are located.
Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the
foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet
banking, mobile banking and other technology-based products and services by us and our customers.
13
Environmental, Social and Governance
Bank regulatory agencies and the SEC have shown increased interest in environmental, social and governance matters (“ESG”) and
expressed an intent to increase related regulatory oversight of companies efforts to address how ESG issues may affect their business.
In 2022, multiple federal regulatory agencies formalized their intent by issuing proposed policy statements and rules, and by
establishing a pilot climate scenario analysis exercise for large banks. We believe that continued focus on environmental and social
issues is consistent with our community banking model. We are continually seeking ways to improve our stewardship of the
environment through recycling programs, resource conservation, empowered employees, construction evaluation, and more. Our
Nominating/Corporate Governance Committee oversees the Company’s efforts in setting and maintaining high standards for corporate
social responsibility and reviewing our performance in ESG matters. The Nominating/Corporate Governance Committee’s
environmental and social duties include monitoring and assessing developments, trends and issues related to ESG, monitoring risks
and overseeing Company solutions related to ESG, overseeing our reporting and disclosures related to ESG, overseeing and reviewing
at least annually policies and programs related to ESG, overseeing our human capital management strategy, and evaluating our overall
ESG performance and identifying areas for improvement. The Company’s Community and Social Responsibility Report describes our
ESG performance and is located on the Company’s website (www.glacierbancorp.com) under the Governance Documents section.
Item 1A. Risk Factors
The following is a discussion of what we believe are the most significant risks and uncertainties that may affect our business, financial
condition and future results of operations. These risks are not the only ones that we face. Other risks and uncertainties not currently
known to us or currently believed to be material may harm our future business, financial condition, results of operations and prospects.
Economy and Our Markets
Economic conditions in the market areas the Bank serves may adversely impact its earnings and could increase the credit risk
associated with its loan portfolio and the value of its investment portfolio.
Substantially all of the Bank’s loans are to businesses and individuals in Montana, Idaho, Utah, Washington, Wyoming, Colorado,
Arizona and Nevada, and adverse economic conditions in these market areas could have a material adverse effect on our business,
financial condition, results of operations and prospects. Deterioration in the national economy as a result of continued inflation, the
rising rate environment, and recurring supply chain issues may also have an adverse effect in these markets.Any future deterioration in
economic conditions in the markets the Company serves could result in the following consequences, any of which could have an
adverse impact, which could be material, on our business, financial condition, results of operations and prospects:
•
•
•
•
•
•
loan delinquencies may increase;
problem assets and foreclosures may increase;
collateral for loans made may decline in value, in turn reducing customers’ borrowing power and the Bank’s security;
certain securities within the investment portfolio could become other-than-temporarily impaired, requiring a write-down
through earnings to fair value, thereby reducing equity;
low cost or non-interest bearing deposits may decrease; and
demand for loan and other products and services may decrease.
Competition in the Bank’s market areas may limit future success.
Commercial banking is a highly competitive business and a consolidating industry. The Bank competes with other commercial banks,
credit unions, finance, insurance and other non-depository companies operating in its market areas. The Bank is subject to substantial
competition for loans and deposits from other financial institutions. Some of its competitors are not subject to the same degree of
regulation and restriction as the Bank while others have greater financial resources than the Bank. If the Bank is unable to effectively
compete in its market areas, the Bank’s business, our results of operations and prospects could be adversely affected.
We may not be able to continue to grow organically or through acquisitions.
Historically, we have expanded through a combination of organic growth and acquisitions. If market and regulatory conditions change,
we may be unable to grow organically or successfully compete for, complete, and integrate potential future acquisitions at the same
pace as we have achieved in recent years, or at all. We have historically used our strong stock currency and capital resources to
complete acquisitions. Downturns in the stock market and the market price of our stock, changes in our capital position, and changes
in our regulatory standing could each have a negative impact on our ability to complete future acquisitions.
Growth through future acquisitions could, in some circumstances, adversely affect profitability or other performance
measures.
In the past, we have been active in acquiring banks and bank holding companies, and we may in the future engage in selected
acquisitions of additional financial institutions. There are risks associated with any such acquisitions that could adversely affect
profitability and other performance measures. These risks include, among other things, incorrectly assessing the asset quality of a
financial institution being acquired, discovering compliance or regulatory issues after the acquisition, encountering greater than
anticipated cost and use of management time associated with integrating acquired businesses into our operations, and being unable to
14
profitably deploy funds acquired in an acquisition. We may not be able to continue to grow through acquisitions, and if we do, there is
a risk of negative impacts of such acquisitions on our operating results and financial condition, which could be material.
Acquisitions may also cause business disruptions that cause the Bank to lose customers or cause customers to remove their accounts
from the Bank and move to competing financial institutions. Further, acquisitions may also disrupt the Bank's ongoing businesses or
create inconsistencies in standards, controls, procedures, and policies that adversely affect relationships with employees, clients,
customers, and depositors. The loss of key employees during acquisitions may also adversely affect our business.
We anticipate that we might issue capital stock in connection with future acquisitions. Acquisitions and related issuances of stock
may have a dilutive effect on earnings per share, book value per share, and the percentage ownership of current stockholders. In
acquisitions involving the use of cash as consideration, there will be an impact on our capital position.
If goodwill recorded in connection with acquisitions becomes impaired, it could have an adverse impact on earnings and
capital.
Accounting standards require us to account for acquisitions using the acquisition method of accounting. Under acquisition accounting,
if the purchase price of an acquired company exceeds the fair value of its net assets, the excess is carried on the acquirer’s balance
sheet as goodwill. In accordance with accounting principles generally accepted in the United States of America (“GAAP”), goodwill
is not amortized but rather is evaluated for impairment on an annual basis or more frequently if events or circumstances indicate that a
potential impairment exists. Our goodwill was not considered impaired as of December 31, 2022 and 2021; however, there can be no
assurance that future evaluations of goodwill will not result in findings of impairment and write-downs, which could be material.
Since we have $985 million in goodwill, representing 35 percent of our stockholders' equity, impairment of goodwill could have a
material adverse effect on our business, financial condition and results of operations. Furthermore, even though it is a non-cash item,
significant impairment of goodwill could subject us to regulatory limitations, including the ability to pay dividends on our common
stock.
There can be no assurance we will be able to continue paying dividends on our common stock at recent levels.
We may not be able to continue paying quarterly dividends commensurate with recent levels given that our ability to pay dividends on
our common stock depends on a variety of factors. The payment of dividends is subject to government regulation in that regulatory
authorities may prohibit banks and bank holding companies from paying dividends that would constitute an unsafe or unsound
banking practice. This is heavily based on our earnings and capital levels which currently are strong. Current guidance from the
Federal Reserve provides, among other things, that dividends per share should not exceed earnings per share measured over the
previous four fiscal quarters. In certain circumstances, Montana law also places limits or restrictions on a bank’s ability to declare and
pay dividends. As a result, our future dividends will generally depend on the level of earnings at the Bank.
Credit and Asset Quality
The allowance for credit losses may not be adequate to cover actual loan losses, which could adversely affect earnings.
The Bank maintains an allowance for credit losses (“ACL” or “allowance”) in an amount that it believes is adequate to provide for
losses in the loan portfolio. While the Bank strives to carefully manage and monitor credit quality and to identify loans that may
become non-performing, at any time there are loans included in the portfolio that will result in losses, but that have not been identified
as non-performing or potential problem loans. With respect to real estate loans and property taken in satisfaction of such loans (“other
real estate owned” or “OREO”), the Bank can be required to recognize significant declines in the value of the underlying real estate
collateral quite suddenly as values are updated through appraisals and evaluations (new or updated) performed in the normal course of
monitoring the credit quality of the loans. There are many factors that can cause the value of real estate to decline, including declines
in the general real estate market, changes in methodology applied by appraisers, and/or using a different appraiser than was used for
the prior appraisal or evaluation. The Bank’s ability to recover on real estate loans by selling or disposing of the underlying real estate
collateral is adversely impacted by declining values, which increases the likelihood the Bank will suffer losses on defaulted loans
beyond the amounts provided for in the ACL. This, in turn, could require material increases in the Bank’s provision for credit losses
and ACL. By closely monitoring credit quality, the Bank attempts to identify deteriorating loans before they become non-performing
assets and adjust the ACL accordingly. However, because future events are uncertain, and if difficult economic conditions occur,
there may be loans that deteriorate to a non-performing status in an accelerated time frame. As a result, future additions to the ACL
may be necessary beyond the levels commensurate with any loan growth. Because the loan portfolio contains a number of loans with
relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in non-performing loans,
requiring an increase to the ACL. Additionally, future significant additions to the ACL may be required based on changes in the mix
of loans comprising the portfolio, changes in the financial condition of borrowers, which may result from changes in economic
conditions, or changes in the assumptions used in determining the ACL. Additionally, federal and state banking regulators, as an
integral part of their supervisory function, periodically review the Bank’s loan portfolio and the adequacy of the ACL. These
regulatory authorities may require the Bank to recognize further provision for credit losses or charge-offs based upon their judgments,
which may be different from the Bank’s judgments. Any increase in the ACL could have an adverse effect, which could be material,
on our financial condition and results of operations.
15
The Bank’s loan portfolio mix increases the exposure to credit risks tied to deteriorating conditions.
The loan portfolio contains a high percentage of commercial, commercial real estate, real estate acquisition and development loans in
relation to the total loans and total assets. These types of loans have historically been viewed as having more risk of default than
residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks
of its concern about banks with a heavy concentration of commercial real estate loans. Moreover, federal bank regulators recently
highlighted the increased risk associated with commercial real estate loans as a result of the stress COVID-19 created for some
industries, and the higher vulnerability of these credits to pressure from the current rising interest rate environment and overall
inflationary pressure in the economy. These types of loans also typically are larger than residential real estate loans and other
commercial loans. Because the Bank’s loan portfolio contains a significant number of commercial and commercial real estate loans
with relatively large balances, the deterioration of one or more of these loans may cause a significant increase in non-performing
loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for credit
losses, or an increase in charge-offs, which could have a material adverse impact on our results of operations and financial condition.
The Bank has a high concentration of loans secured by real estate, so any future deterioration in the real estate markets could
require material increases in the ACL and adversely affect our financial condition and results of operations.
The Bank has a high degree of concentration in loans secured by real estate. Any future deterioration in the real estate markets could
adversely impact borrowers’ ability to repay loans secured by real estate and the value of real estate collateral, thereby increasing the
credit risk associated with the loan portfolio. The Bank’s ability to recover on these loans by selling or disposing of the underlying
real estate collateral would be adversely impacted by any decline in real estate values, which increases the likelihood that the Bank
will suffer losses on defaulted loans secured by real estate beyond the amounts provided for in the ACL. This, in turn, could require
material increases in the ACL which would adversely affect our financial condition and results of operations.
Non-performing assets could increase, which could adversely affect our results of operations and financial condition.
The Bank may experience increases in non-performing assets in the future. Non-performing assets (which includes OREO) adversely
affect our financial condition and results of operations in various ways. The Bank does not record interest income on non-accrual
loans or OREO, thereby adversely affecting its earnings. When the Bank takes collateral in foreclosures and similar proceedings, it is
required to mark the related asset to the then fair value of the collateral, less estimated cost to sell, which may result in a charge-off of
the value of the asset and lead the Bank to increase the provision for credit losses. An increase in the level of non-performing assets
also increases the Bank’s risk profile and may impact the capital levels its regulators believe are appropriate in light of such risks.
Further decreases in the value of these assets, or the underlying collateral, or in these borrowers’ performance or financial condition,
whether or not due to economic and market conditions beyond the Bank’s control, could adversely affect our business, results of
operations and financial condition, perhaps materially. In addition to the carrying costs to maintain OREO, the resolution of non-
performing assets increases the Bank’s loan administration costs generally, and requires significant commitments of time from
management and our directors, which reduces the time they have to focus on profitably growing our business.
A decline in the fair value of the Bank’s investment portfolio could adversely affect earnings and capital.
The fair value of the Bank’s debt securities could decline as a result of factors including changes in market interest rates, tax reform,
credit quality and credit ratings, lack of market liquidity and other economic conditions. For debt securities in an unrealized loss
position, the Company may be required to record an allowance for credit losses or write down the security depending on the type of
security and the circumstances. Any such impairment charge would have an adverse effect, which could be material, on our results of
operations and financial condition, including capital and stockholders’ equity.
While we believe that the terms of our debt securities have been kept relatively short, we are subject to elevated interest rate risk
exposure in the current rising rate environment. Further, debt securities present a different type of asset quality risk than the loan
portfolio. While we believe a relatively conservative management approach has been applied to the investment portfolio, there is
always potential loss exposure under changing economic conditions.
The Bank is subject to environmental liability risk associated with our lending activities.
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with
respect to one or more of these properties. During the ordinary course of business, we may foreclose on and take title to properties
securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous
conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and
property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any
particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may
materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more
stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
Although we have policies and procedures to perform an environmental review before initiating any foreclosure on nonresidential real
property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other
financial liabilities associated with an environmental hazard could have a material adverse effect on us.
16
We face competition from technologies used to support and enable banking and financial services.
Emerging technologies and advances and the growth of e-commerce have lowered geographic and monetary barriers of other financial
institutions, made it easier for non-depository institutions to offer products and services that traditionally were banking products and
allowed non-traditional financial service providers and technology companies to compete with traditional financial service companies
in providing electronic and internet-based financial solutions and services, including electronic securities trading, marketplace lending,
financial data aggregation and payment processing, including real-time payment platforms. Further, clients may choose to conduct
business with other market participants who engage in business or offer products in areas we deem speculative or risky, such as
cryptocurrencies. Increased competition may negatively affect our earnings by creating pressure to lower prices or credit standards on
our products and services requiring additional investment to improve the quality and delivery of our technology and/or reducing our
market share, or affecting the willingness of our clients to do business with us.
Interest Rates, Operations and Risk Management
Fluctuating interest rates can adversely affect profitability and stockholders’ equity.
The Bank’s profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the
interest earned on loans, investment securities and other interest earning assets and interest paid on deposits, borrowings, and other
interest-bearing liabilities. Because of the differences in maturities and repricing characteristics of interest earning assets and interest-
bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest earning assets and
interest paid on interest bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect the Bank’s interest rate
spread, and, in turn, profitability. The Bank seeks to manage its interest rate risk within well-established policies and guidelines.
Generally, the Bank seeks an asset and liability structure that insulates net interest income from large deviations attributable to
changes in market rates. However, the Bank’s structures and practices to manage interest rate risk may not be effective in a highly
volatile rate environment. While the federal funds target rate remained at or near historical lows as part of the fiscal response to the
pandemic, the Federal Reserve increasee the federal funds target rate seven times in 2022 for a total annual increase of 425 basis
points. Furthermore, the Federal Reserve has communicated that it anticipates ongoing increases until inflationary pressures subside.
Continued increases in interest rates could negatively impact deposit growth, the value of our investments, stockholders’ equity, and
the Bank’s profitability.
We may be impacted by the retirement of London Interbank Offered Rate (“LIBOR”) as a reference rate.
In July 2017, the United Kingdom Financial Conduct Authority announced that LIBOR may no longer be published after 2021.
LIBOR is used extensively in the U.S and globally as a “benchmark” or “reference rate” for various commercial and financial
contracts.
In March 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was enacted providing that LIBOR-based contracts that
lack fallback language specifying practicable replacement “benchmarks” will automatically transition to the applicable reference rates
recommended by the Federal Reserve. Subsequently in December 2022, the Federal Reserve issued a Final Rule establishing
“benchmark” replacements based on SOFR. However, the ICE Benchmark Administration (“IBA”), the authorized and regulated
administrator of LIBOR, expects to continue publishing some LIBOR tenors until June 2023 and may be compelled to continue
publishing other tenors under a different methodology after the Financial Conduct Authority (“FCA”) completes a consultation and
makes a final determination on the matter (expected in 2023).
Despite the progress made through the LIBOR Act and the Federal Reserve’s Final Rule, it is impossible to predict the effect of any
alternatives rates on the value of LIBOR-based securities and variable rate loans, subordinated debentures or other securities or
financial arrangements. The replacement of LIBOR with one or more alternative rates may impact the availability and cost of hedging
instruments and borrowings, including the rates we pay on our subordinated debentures and derivative financial instruments. When
LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under
contracts or financial instruments to which we are a party, we may incur significant expenses in effecting the transition.
The transition to a new reference rate requires changes to contracts, risk and pricing models, valuation tools, systems, product design
and hedging strategies.
Our business is subject to the risks of earthquakes, floods, fires, and other natural catastrophes.
With Bank branches located in Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada, our business could be
affected by a major natural catastrophe, such as a drought, fire, flood, earthquake, or other natural disaster. The occurrence of any of
these events may result in a prolonged interruption of our business, which could have a material adverse effect on our financial
condition and operations.
Our future performance will depend on our ability to respond timely to technological change.
The financial services industry is experiencing rapid technological changes with frequent introductions of new technology-driven
products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers
and to reduce costs. Our future success will depend upon our ability to address the needs of our customers by using technology to
provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in our
17
operations. We may not be able to effectively implement new technology-driven products or services, or be successful in marketing
these products and services. Additionally, the implementation of technological changes and upgrades to maintain current systems and
integrate new ones may cause services interruptions, transaction processing errors and system conversion delays and may cause us to
fail to comply with applicable laws. There can be no assurance that we will be able to successfully manage the risks associated with
increased dependency on technology.
A failure in or breach of the Bank’s operational or security systems, or those of the Bank’s third party service providers,
including as a result of cyber attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary
information, damage our reputation, increase costs and cause losses.
In the normal course of its business, the Bank collects, processes and retains sensitive and confidential customer and consumer
information. Despite the security measures we have in place, our facilities may be vulnerable to cyber-attacks, security breaches, acts
of vandalism, computer viruses, misplaced or lost data, programming or human errors, and other similar events.
Information security risks for financial institutions such as the Bank have increased recently in part because of new technologies, the
use of the Internet and telecommunications technologies, including mobile devices, to conduct financial and other business
transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In
addition to cyber attacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged
in attacks against financial institutions designed to disrupt key business services such as customer-facing web sites. National and
international economic and geopolitical conditions may also have a negative impact in the number of cyber security threats the Bank
may face. Most recently, increasing inflation, unemployment, and military action in Ukraine have affected the volume of cyber threats.
We are not able to anticipate or implement effective preventative measures against all security breaches of these types. Although the
Bank employs detection and response mechanisms designed to contain and mitigate security incidents, early detection may be
thwarted by sophisticated attacks and malware designed to avoid detection, which continue to evolve.
Additionally, the Bank faces the risk of operational disruption, failure, termination or capacity constraints of any of the third parties
that facilitate its business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such
parties could also be the source of an attack on, or breach of, the Bank’s operational systems.
Any failures, interruptions or security breaches in the Company’s information systems could damage its reputation, result in a loss of
customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered
by insurance.
We have various anti-takeover measures that could impede a takeover.
Our articles of incorporation include certain provisions that could make it more difficult to acquire us by means of a tender offer, a
proxy contest, merger or otherwise. These provisions include a requirement that any “Business Combination” (as defined in the
articles of incorporation) be approved by at least 80 percent of the voting power of the then outstanding shares, unless it is either
approved by our Board or certain price and procedural requirements are satisfied. In addition, the authorization of preferred stock,
which is intended primarily as a financing tool and not as a defensive measure against takeovers, may potentially be used by
management to make more difficult uninvited attempts to acquire control of us. These provisions may have the effect of lengthening
the time required to acquire control of us through a tender offer, proxy contest or otherwise, and may deter any potentially unfriendly
offers or other efforts to obtain control of us. This could deprive our stockholders of opportunities to realize a premium for their
common stock in the Company, even in circumstances where such action is favored by a majority of our stockholders.
Regulatory Matters
We operate in a highly regulated environment and changes or increases in, or supervisory enforcement of, banking or other
laws and regulations or governmental fiscal or monetary policies could adversely affect us.
We are subject to extensive regulation, supervision and examination by federal and state banking regulators. In addition, as a
publicly-traded company, we are subject to regulation by the SEC. Any change in applicable regulations or federal, state or local
legislation or in policies or interpretations or regulatory approaches to compliance and enforcement, income tax laws and accounting
principles could have a substantial impact on us and our operations. Changes in laws and regulations may also increase expenses by
imposing additional fees or taxes or restrictions on operations. Additional legislation and regulations that could significantly affect
powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial
condition and results of operations. Failure to appropriately comply with any such laws, regulations or principles could result in
sanctions by regulatory agencies or damage to our reputation, all of which could adversely affect our business, financial condition or
results of operations.
Regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws or
regulations by financial institutions and bank holding companies in the performance of their supervisory and enforcement duties.
Existing and proposed federal and state laws and regulations restrict, limit and govern all aspects of our activities and may affect our
ability to expand our business over time, may result in an increase in our compliance costs, and may affect our ability to attract and
18
retain qualified executive officers and employees. The exercise of regulatory authority may have a negative impact on our financial
condition and results of operations, including limiting the types of financial services and products we may offer or increasing the
ability of non-banks to offer competing financial services and products. Additionally, our business is affected significantly by the
fiscal and monetary policies of the federal government and its agencies, including the Federal Reserve.
We cannot accurately predict the full effects of recent legislation or the various other governmental, regulatory, monetary and fiscal
initiatives which have been and may be enacted on the financial markets and on us. The terms and costs of these activities, or the
failure of these actions to help stabilize the financial markets, asset prices, market liquidity and a continuation or worsening of current
financial market and economic conditions could materially and adversely affect our business, financial condition, results of operations,
and the trading price of our common stock.
General Risk Factors
National and international economic and geopolitical conditions could adversely affect our future results of operations or
market price of our stock.
Our business is impacted by factors such as economic, political and market conditions, broad trends in industry and finance, changes
in government monetary and fiscal policies, inflation, and financial market volatility, all of which are beyond our control. National and
global economies are constantly in flux, as evidenced by recent market volatility resulting from, among other things, disruptions in the
global supply chain, the effects of inflation, and the ever-changing landscape of the energy and medical industries. Future economic
conditions cannot be predicted, and any renewed deterioration in the economies of the nation as a whole or in our markets could have
an adverse effect, which could be material, on our business, financial condition, results of operations and prospects, and could cause
the market price of our stock to decline.
Our business is heavily dependent on the services of members of the senior management team.
We believe our success to date has been substantially dependent on our executive management team. In addition, our unique model
relies upon the Presidents of our separate Bank divisions, particularly in light of our decentralized management structure in which such
Bank divisions have significant local decision-making authority. The unexpected loss of any of these persons could have an adverse
effect on our business and future growth prospects.
We could suffer operational, reputational and financial harm if we fail to properly anticipate and manage risk.
We use models and strategies to forecast losses, project revenue, measure and assess capital requirements for credit, market,
operational and strategic risks, and assess and control our operations and financial condition. These models require oversight, ongoing
monitoring, and periodic reassessment. Models are subject to inherent limitations due to the use of historical trends and simplifying
assumptions, uncertainty regarding economic and financial outcomes, and emerging risks from the use of applications that may rely on
artificial intelligence. Our models and strategies may not be adequate due to limited historical data and shocks caused by extreme or
unanticipated market changes, especially during severe market downturns or stress events. Regardless of the steps we take to ensure
effective controls, governance, monitoring and testing, and implement new risk management tools, we could suffer operational,
reputational and financial harm if our models and strategies and other risk management tools fail to properly anticipate and manage
current and evolving risks.
Changes in accounting standards could materially impact our financial statements.
Periodically, the Financial Accounting Standards Board (“FASB”) and the SEC change the financial accounting and reporting
standards that govern the preparation of our financial statements. These changes can materially impact how we record and report our
financial condition and results of operations. For information regarding the impact of recently issued accounting standards, see “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The continued economic effects of the COVID-19 pandemic could adversely impact our results of operations and/or the
market price of our stock.
The COVID-19 pandemic and related government actions caused significant economic turmoil in the U.S. and around the world,
resulting in a slow-down in economic activity, increased unemployment levels, and disruptions in global supply chains and financial
markets. Both the direct effects of the pandemic and the resulting U.S. and state level governmental responses were and are of an
unprecedented scope. The long-term impact of the government actions in mitigating the health and economic effects of the pandemic
cannot be accurately predicted, whether on our business or on the economy as a whole. Despite improvement in the U.S. and global
economies after the initial impact of the pandemic, some adverse consequences, including labor shortages, disruptions of the global
supply chains, and increased inflation, continue to negatively impact the international, national, and local economic environment. In
addition, the Federal government's financial support of the economy and the governments effort's to control the virus and its effects
has for the most part ended, and the effects on the national and local economy of ending that support are yet to be determined. The
Company believes it continues to be well positioned to mitigate the potential financial impact of the COVID-19 pandemic with a
strong liquidity and capital position, and the various measures we have implemented to manage through the pandemic, including
efforts to proactively react to, and work with customers to assess customer needs and provide funding, flexible repayment options or
modifications as necessary, and increased monitoring of credit quality and portfolio risk for industries determined to have elevated risk
19
characteristics. Nonetheless, any future deterioration in economic conditions in the markets the Bank serves as a consequence of the
pandemic, or a failure of the economy to recover from pandemic-related disruptions as quickly as anticipated, could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Climate change may materially adversely affect the Company's business and results of operations.
Concerns over the long-term effects of climate change have led governmental efforts around the world to mitigate those impacts.
Consumers and businesses also may voluntarily change their behavior as a result of these concerns. The Company and its customers
will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change
concerns. The Company and its customers may face cost increases, asset value reductions and operating process changes. The impact
on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon-intensive activities.
Among the impacts to the Company could be a drop in demand for our products and services, particularly in certain sectors. In
addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. The
Company’s efforts to take these risks into account in making lending and other decisions, including by increasing our business with
climate-friendly companies, may not be effective in protecting the Company from the negative impact of new laws and regulations or
changes in consumer or business behavior.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The following schedule provides information on the Company’s 221 properties as of December 31, 2022:
(Dollars in thousands)
Montana
Utah
Idaho
Colorado
Wyoming
Arizona
Nevada
Washington
Total
Properties
Leased
Properties
Owned
Net Book
Value
9
6
7
5
4
7
1
5
44
61 $
32
23
21
15
9
6
10
177 $
114,423
60,464
38,241
29,822
16,100
15,716
10,641
4,787
290,194
We believe that all of our facilities are well maintained, generally adequate and suitable for the current operations of our business, as
well as fully utilized. In the normal course of business, new locations and facility upgrades occur as needed.
For additional information regarding the Company’s premises and equipment and lease obligations, see Note 4 to the Consolidated
Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
Item 3. Legal Proceedings
The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In our
opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that
unfavorable disposition would not have a material adverse effect on our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not Applicable
20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
PART II
The Company’s stock trades on the NYSE under the symbol GBCI. Prior to the fourth quarter of 2021, the Company was traded on
the NASDAQ Global Select Market under the same symbol. As of December 31, 2022, there were approximately 1,810 stockholders
of record of the Company’s common stock. The closing price per share of common stock on December 31, 2022, was $49.42.
In 2022, the Company declared total regular dividends in cash of $1.32 per share. Future cash dividends will depend on a variety of
factors, including earnings, capital, asset quality, general economic conditions and regulatory considerations. Information regarding
the regulatory considerations is set forth under the heading “Supervision and Regulation” in “Item 1. Business.”
Issuer Stock Purchases
The Company made no stock repurchases during 2022.
Stock Performance Graph
The following graph compares the yearly cumulative total return of the Company’s common stock over a five-year measurement
period with the yearly cumulative total return on the stocks included in 1) the Russell 2000 Index; and 2) the KBW NASDAQ
Regional Banking Index (“KBW Regional Banking Index”). Total return includes appreciation in market value of the stock as well as
the actual cash and stock dividends paid to stockholders. The graph assumes that the value of the each investment was $100 on
December 31, 2017 and that all dividends were reinvested.
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
Period Ending
Glacier Bancorp, Inc.
Russell 2000 Index
KBW Regional Banking Index
100.00
100.00
100.00
103.07
88.99
82.50
123.77
111.70
102.15
128.51
134.00
93.25
162.50
153.85
127.42
145.59
122.41
118.59
21
Index ValueTotal Return PerformanceGlacier Bancorp, Inc.Russell 2000 IndexKBW Regional Banking Index12/31/1712/31/1812/31/1912/31/2012/31/2112/31/2275100125150175200
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial
condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion is expected to provide
investors an enhanced view of the Company from managements’ perspective. The information includes material information relevant
to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause
reported information not to be indicative of future operating results or future financial condition, and material financial and statistical
information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The
discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8.
Financial Statements and Supplementary Data.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans,
objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other
comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs
and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others,
could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-
looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K,
or the documents incorporated by reference:
•
•
the risks associated with lending and potential adverse changes in the credit quality of loans in the Company’s portfolio;
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve System or the
Federal Reserve Board, which could adversely affect the Company’s net interest income and margin, overall profitability, and
stockholders’ equity;
• material failure, potential interruption or breach in security of the Company’s systems and technological changes which could
expose us to new risks (e.g., cybersecurity), fraud or system failures;
legislative or regulatory changes, as well as increased banking and consumer protection regulation, that may adversely affect
the Company’s business;
our ability to negotiate and complete and successfully integrate any future acquisitions;
costs or difficulties related to the completion and integration of acquisitions;
the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse
impact on earnings and capital;
reduced demand for banking products and services, whether as a result of changes in economic conditions, competition, or
changes in customer behavior;
the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's
ability to obtain and maintain customers;
competition among financial institutions in the Company's markets may increase significantly;
the risks presented by continued public stock market volatility, which could adversely affect the market price of the
Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
consolidation in the financial services industry in the Company’s markets could result in the creation of larger financial
institutions with greater resources, changing the competitive landscape;
dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the
“Bank”) divisions;
natural disasters, including drought, fires, floods, earthquakes, and other unexpected events;
the effects from Russia’s ongoing military action in Ukraine, including the broader impacts to financial markets and
economic conditions;
the Company’s success in managing risks involved in the foregoing; and
the effects of any reputational damage to the Company resulting from any of the foregoing.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are
discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this
Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the
22
Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-
looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking
statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking
statement, except as may be required under federal securities laws.
FIVE YEAR SELECTED FINANCIAL DATA
Selected Financial Data
The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes.
The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained
elsewhere in this Annual Report on Form 10-K.
(Dollars in thousands, except per share data)
2022
2021
Selected Statements of Financial
Condition Information
December 31,
2020
2019
2018
Compounded Annual
Growth Rate
1-Year
5-Year
Total assets
Debt securities
Loans receivable, net
Allowance for credit losses
Goodwill and intangibles
Deposits
$ 26,635,375 $ 25,940,645 $ 18,504,206 $ 13,683,999 $ 12,115,484
9,022,359
10,370,013
5,527,650
2,799,863
2,869,578
15,064,529
13,259,366
10,964,453
9,388,320
8,156,310
(182,283)
(172,665)
(158,243)
(124,490)
(131,239)
1,026,994
1,037,652
569,522
519,704
338,828
20,606,555
21,337,249
14,797,529
10,776,457
9,493,767
Federal Home Loan Bank advances
1,800,000
—
—
38,611
440,175
Securities sold under agreements to
repurchase and other borrowed funds
Stockholders’ equity
Equity per share
1,023,209
1,064,888
1,037,651
598,644
410,859
2,843,305
3,177,622
2,307,041
1,960,733
1,515,854
25.67
28.71
24.18
12.5 %
21.25
17.93
14.3 %
12.5 %
Equity as a percentage of total assets
10.7 %
12.3 %
________________________
n/m - not measurable
2.7 %
(13.0) %
13.6 %
5.6 %
(1.0) %
(3.4) %
n/m
(3.9) %
(10.5) %
(10.6) %
(12.9) %
17.1 %
25.7 %
13.1 %
6.8 %
24.8 %
16.8 %
32.5 %
20.0 %
13.4 %
7.4 %
(3.1) %
(Dollars in thousands, except per share data)
2022
Summary Statements of Operations
Years ended December 31,
2020
2019
2021
Compounded Annual
Growth Rate
1-Year
5-Year
2018
Interest income
Interest expense
Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income before income taxes
Federal and state income tax expense
$ 829,640 $ 681,074 $ 627,064 $ 546,177 $ 468,996
21.8 %
35,531
122.3 %
41,261
788,379
19,963
120,732
518,868
370,280
67,078
18,558
662,516
23,076
144,820
434,822
349,438
64,681
27,315
599,749
39,765
172,867
404,811
328,040
61,640
42,773
503,404
57
130,774
374,927
259,194
48,650
433,465
9,953
118,824
320,127
222,209
40,331
12.1 %
3.0 %
12.7 %
14.9 %
0.3 %
10.1 %
10.8 %
10.7 %
10.8 %
4.7 %
4.8 %
0.2 %
19.0 %
(13.5) %
(16.6) %
19.3 %
6.0 %
3.7 %
6.5 %
(4.5) %
(4.2) %
(3.6) %
Net income
$ 303,202 $ 284,757 $ 266,400 $ 210,544 $ 181,878
Basic earnings per share
Diluted earnings per share
Dividends declared per share
$
$
$
2.74 $
2.74 $
1.32 $
2.87 $
2.86 $
1.37 $
2.81 $
2.81 $
1.33 $
2.39 $
2.38 $
1.31 $
2.18
2.17
1.31
23
(Dollars in thousands)
Selected Ratios and Other Data
Return on average assets
Return on average equity
Dividend payout ratio
Average equity to average asset ratio
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to
risk-weighted assets)
Tier 1 capital (to average assets)
Net interest margin on average earning
assets (tax-equivalent)
Efficiency ratio 1
Allowance for credit losses as a percent of
loans
Allowance for credit losses as a percent of
nonperforming loans
Non-performing assets as a percentage of
subsidiary assets
Non-performing assets
2022
1.15%
10.43%
48.18%
11.01%
14.02%
12.34%
12.34%
8.79%
3.27%
54.64%
At or for the Years ended December 31,
2020
2021
2019
1.33%
11.08%
47.74%
11.99%
14.21%
12.49%
12.49%
8.64%
3.42%
51.35%
1.62%
12.15%
47.33%
13.35%
14.63%
12.42%
12.42%
9.12%
4.09%
49.97%
1.64%
12.01%
54.81%
13.69%
14.95%
13.76%
12.58%
11.65%
4.39%
57.78%
2018
1.59%
12.56%
60.09%
12.67%
14.70%
13.37%
12.10%
11.35%
4.21%
54.73%
1.20%
1.29%
1.42%
1.31%
1.58%
557%
255%
470%
385%
266%
0.12%
0.26%
0.19%
0.27%
0.47%
$ 32,742
67,691
35,433
37,437
56,750
Loans originated and acquired
$ 8,039,623
8,551,419
7,934,881
4,607,536
4,301,678
Number of full time equivalent employees
3,390
Number of locations
221
3,436
224
2,970
193
2,826
181
2,623
167
______________________________
1 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items
as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and
non-recurring income items.
24
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021
Highlights and Overview
The Company ended the year at $26.635 billion in assets, which was a $695 million, or 3 percent, increase over the prior year and was
driven by the increase in the loan portfolio that more than offset the decreases in the debt securities. Loan growth, excluding PPP
loans, was $1.974 billion, or 15 percent, during 2022 with increases in all loan categories. The Company experienced core deposit
growth during the first three quarters of 2022 with a decrease during the fourth quarter of 2022 as a result of an outflow of excess
higher balance deposits previously received during COVID-19. Total core deposits of $20.575 billion, decreased $737 million, or 3
percent, over the prior year end. Non-interest bearing deposits were 37 percent of total core deposits at year end 2022 and 2021.
Stockholders’ equity decreased $334 million, or $3.04 per share, which was a direct result of the increase in unrealized loss on AFS
debt securities which was driven by the increased interest rates during 2022. Outside of the unrealized loss component, earnings
retention contributed $161.8 million to increased tangible stockholders’ equity. The Company increased its total regular quarterly
dividends declared from $1.27 per share during 2021 to $1.32 per share in 2022.
The Company had record net income for the year of $303 million, which was an increase of $18.4 million, or 6 percent, over the prior
year net income of $285 million. Diluted earnings per share for the year was $2.74, a decrease of 4 percent, from the 2021 diluted
earnings per share of $2.86 which was impacted by the shares issued from the acquisition of Alta. The improvement in net income for
2022 was due to the Alta acquisition in late 2021, organic loan growth, and controlled operating expenses. This record net income
was achieved even with the $43.0 million decrease in gain on sale of loans, the continuing pressure from the inflationary environment,
increasing business costs, and historic rate increases during 2022. The Company's net interest margin for 2022 was 3.27 percent, a 15
basis points decrease from the net interest margin of 3.42 percent from 2021, which was primarily driven by the volatile interest rate
environment and the increase in higher rate borrowings to fund earning assets.
Looking forward, the Company’s future performance will depend on many factors including economic conditions in the markets the
Company serves, interest rate changes, increasing competition for deposits and loans, loan quality and growth, the impact and
successful integration of acquisitions, and managing regulatory requirements.
25
Financial Highlights
(Dollars in thousands, except per share and market data)
Operating results
Net income
Basic earnings per share
Diluted earnings per share
Dividends declared per share
Market value per share
Closing
High
Low
Selected ratios and other data
Number of common stock shares outstanding
Average outstanding shares - basic
Average outstanding shares - diluted
Return on average assets
Return on average equity
Efficiency ratio
Dividend payout ratio
Loan to deposit ratio
Number of full time equivalent employees
Number of locations
Number of ATMs
At or for the Years ended
December 31,
2022
December 31,
2021
$
$
$
$
$
$
$
303,202
2.74
2.74
1.32
49.42
60.69
44.43
284,757
2.87
2.86
1.37
56.70
67.35
44.55
110,777,780
110,757,473
110,827,933
110,687,533
99,313,255
99,398,250
1.15%
10.43%
54.64%
48.18%
74.05%
3,390
221
265
1.33%
11.08%
51.35%
47.74%
63.24%
3,436
224
273
Recent Acquisitions
The Company completed the following acquisition during the last two years:
•
Altabancorp and its wholly-owned subsidiary, Altabank
The business combination was accounted for using the acquisition method with the results of operations included in the Company’s
consolidated financial statements as of the acquisition date. For additional information regarding acquisitions, see Note 23 to the
Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The following table discloses the fair
value of selected classifications of assets and liabilities acquired:
(Dollars in thousands)
Total assets
Cash and cash equivalents
Debt securities
Loans receivable
Non-interest bearing deposits
Interest bearing deposits
$
Alta
October 1,
2021
4,131,662
1,622,727
6,658
1,902,321
1,201,464
2,072,355
26
Assets
The following table summarizes the Company’s assets as of the dates indicated:
Financial Condition Analysis
(Dollars in thousands)
December 31,
2022
December 31,
2021
$ Change
% Change
Cash and cash equivalents
$
401,995 $
437,686 $
(35,691)
(8%)
Debt securities, available-for-sale
Debt securities, held-to-maturity
Total debt securities
Loans receivable
Residential real estate
Commercial real estate
Other commercial
Home equity
Other consumer
Loans receivable
Allowance for credit losses
Loans receivable, net
Other assets
Total assets
5,307,307
3,715,052
9,022,359
9,170,849
1,199,164
10,370,013
(3,863,542)
2,515,888
(1,347,654)
(42%)
210%
(13%)
1,446,008
9,797,047
2,799,668
822,232
381,857
15,246,812
1,051,883
8,630,831
2,664,190
736,288
348,839
13,432,031
(182,283)
(172,665)
15,064,529
13,259,366
394,125
1,166,216
135,478
85,944
33,018
1,814,781
(9,618)
1,805,163
2,146,492
26,635,375 $
1,873,580
25,940,645 $
$
272,912
694,730
37%
14%
5%
12%
9%
14%
6%
14%
15%
3%
Total debt securities of $9.022 billion at December 31, 2022 decreased $1.348 billion, or 13 percent, from the prior year end. The
Company continues to selectively sell debt securities to fund organic loan growth and the reduction in deposits. Debt securities
represented 34 percent of total assets at December 31, 2022 compared to 40 percent at December 31, 2021.
Excluding the PPP loans, the loan portfolio increased $1.974 billion, or 15 percent, from the prior year with the largest dollar increase
in commercial real estate loans which increased $1.166 billion, or 14 percent.
27
Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
(Dollars in thousands)
Deposits
Non-interest bearing deposits
NOW and DDA accounts
Savings accounts
Money market deposit accounts
Certificate accounts
Core deposits, total
Wholesale deposits
Deposits, total
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowed funds
Subordinated debentures
Other liabilities
Total liabilities
________________________
n/m - not measurable
December 31,
2022
December 31,
2021
$ Change
% Change
$
$
7,690,751 $
5,330,614
3,200,321
3,472,281
880,589
20,574,556
31,999
20,606,555
7,779,288 $
5,301,832
3,180,046
4,014,128
1,036,077
21,311,371
25,878
21,337,249
945,916
1,800,000
77,293
132,782
229,524
23,792,070 $
1,020,794
—
44,094
132,620
228,266
22,763,023 $
(88,537)
28,782
20,275
(541,847)
(155,488)
(736,815)
6,121
(730,694)
(74,878)
1,800,000
33,199
162
1,258
1,029,047
(1%)
1%
1%
(13%)
(15%)
(3%)
24%
(3%)
(7%)
n/m
75%
—%
1%
5%
Core deposits of $20.575 billion decreased $737 million, or 3 percent, from the prior year end. Non-interest bearing deposits were 37
percent of total core deposits at December 31, 2022 and December 31, 2021.
Federal Home Loan Bank (“FHLB”) advances increased $1.800 billion during 2022 to support liquidity needs from organic loan
growth and the decrease in deposits.
Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated:
December 31,
2022
December 31,
2021
$ Change
% Change
(Dollars in thousands, except per share data)
Common equity
Accumulated other comprehensive (loss) income
Total stockholders’ equity
Goodwill and core deposit intangible, net
Tangible stockholders’ equity
$ 3,312,097
(468,792)
2,843,305
(1,026,994)
$ 1,816,311
$ 3,150,263
27,359
3,177,622
(1,037,652)
$ 2,139,970
Stockholders’ equity to total assets
Tangible stockholders’ equity to total tangible assets
Book value per common share
Tangible book value per common share
10.67 %
7.09 %
25.67
16.40
$
$
12.25 %
8.59 %
28.71
19.33
$
$
$
$
$
$
161,834
(496,151)
(334,317)
10,658
(323,659)
(3.04)
(2.93)
5%
(1,813%)
(11%)
(1%)
(15%)
(13%)
(17%)
(11%)
(15%)
Tangible stockholders’ equity decreased by $324 million from the prior year as a result of an increase in unrealized loss on the AFS
debt securities which resulted from the significant increase in interest rates during the current year. Tangible book value per common
share of $16.40 at the current year end decreased $2.93 per share, or 15 percent, from the prior year primarily as a result of the
increase in the unrealized loss on AFS debt securities.
28
Results of Operations
In this section, the Company’s results of operations are discussed for the year ended December 31, 2022 compared to the year ended
December 31, 2021. For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please
refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021.
Income Summary
The following table summarizes income for the time periods indicated:
(Dollars in thousands)
Net interest income
Interest income
Interest expense
Total net interest income
Non-interest income
Service charges and other fees
Miscellaneous loan fees and charges
Gain on sale of loans
Gain (loss) on sale of investments
Other income
Total non-interest income
Years ended
December 31,
2022
December 31,
2021
$ Change
% Change
$
829,640
41,261
788,379
$
681,074
18,558
662,516
$
148,566
22,703
125,863
72,124
15,350
20,032
620
12,606
120,732
59,317
12,038
63,063
(638)
11,040
144,820
12,807
3,312
(43,031)
1,258
1,566
(24,088)
22%
122%
19%
22%
28%
(68%)
(197%)
14%
(17%)
Total income
$
909,111
$
807,336
$
101,775
13%
Net interest margin (tax-equivalent)
3.27 %
3.42 %
Net Interest Income
Net-interest income of $788 million for 2022 increased $126 million, or 19 percent, over 2021. Interest income of $830 million for
the current year increased $149 million, or 22 percent, from the prior year and was primarily attributable to the acquisition of Alta and
organic loan growth.
Interest expense of $41.3 million for 2022 increased $22.7 million, or 122 percent over the prior year and was the result of increased
borrowings and higher interest rates. Core deposit cost (including non-interest bearing deposits) was 7 basis points for both 2022 and
2021. The total funding cost (including non-interest bearing deposits) for 2022 was 18 basis points, which increased 8 basis points
compared to 10 basis points in 2021 driven by the increased borrowing rates and loan balances.
The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2022 was 3.27 percent, a 15 basis points
decrease from the net interest margin of 3.42 percent for the same period in the prior year. The core net interest margin, excluding
discount accretion, the impact from non-accrual interest and the impact from the PPP loans, was 3.20 percent which was a 4 basis
point decrease from the core margin of 3.24 percent in the prior year.
Non-interest Income
Non-interest income of $120.7 million for 2022 decreased $24.1 million, or 17 percent, over the same period last year and was
principally due to the $43.0 million, or 68 percent, decrease in gain on sale of residential loans. Service charges and other fees of
$72.1 million for 2022 increased $12.8 million, or 22 percent, from the prior year as a result of additional fees from increased
customer accounts, transaction activity and the acquisition of Alta. Miscellaneous loan fees and charges increased $3.3 million, or 28
percent, primarily driven by increases in credit card interchange fees due to increased activity and the acquisition of Alta.
29
Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
(Dollars in thousands)
Compensation and employee benefits
Occupancy and equipment
Advertising and promotions
Data processing
Other real estate owned and foreclosed assets
Regulatory assessments and insurance
Core deposit intangibles amortization
Other expenses
Total non-interest expense
Years ended
December 31,
2022
December 31,
2021
$
$
319,303 $
43,261
14,324
30,823
77
12,904
10,658
87,518
518,868 $
270,644 $
39,394
11,949
23,470
236
8,249
10,271
70,609
434,822 $
$ Change
% Change
48,659
3,867
2,375
7,353
(159)
4,655
387
16,909
84,046
18%
10%
20%
31%
(67%)
56%
4%
24%
19%
Total non-interest expense of $519 million for 2022 increased $84.0 million, or 19 percent, over the prior year and was primarily
driven by the increased costs from the acquisition of Alta. Total estimated non-interest expense for the Altabank division in 2022 was
$75.5 million, an increase of $56.7 million over prior year non-interest expense of $18.9 million as a result of the acquisition occurring
in the fourth quarter of 2021. Excluding the increase from the Altabank division, compensation and employee benefits increased
$22.0 million, or 8 percent, over the prior year which was driven by annual salary increases and a reduction in deferred compensation
from loan originations which more than offset the decrease in commission expense resulting from the slowing of mortgage loan sales.
Data processing expense of $30.8 million for 2022, increased $7.4 million, or 31 percent, and was driven by increases from the
Altabank division and expenses associated with technology infrastructure improvements. Other expenses of $87.5 million for 2022
increased $16.9 million, or 24 percent, from the prior year which was driven by increased costs from the Altabank division, general
operating cost increases, and increased fees to outside services associated with technology infrastructure improvements. Acquisition-
related expenses were $10.0 million in the current year compared to $9.8 million in the prior year.
Provision for Credit Losses
The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the
provision for credit losses on loans for the previous eight quarters:
(Dollars in thousands)
Fourth quarter 2022
Third quarter 2022
Second quarter 2022
First quarter 2022
Fourth quarter 2021
Third quarter 2021
Second quarter 2021
First quarter 2021
Provision
for Credit
Losses on
Loans
Net Charge-
Offs
(Recoveries)
ACL
as a Percent
of Loans
Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans
Non-
Performing
Assets to
Total Sub-
sidiary Assets
$
6,060 $
8,382
(1,353)
4,344
19,301
2,313
(5,723)
489
1,968
3,154
1,843
850
616
152
(725)
2,286
1.20%
1.20%
1.20%
1.28%
1.29%
1.36%
1.35%
1.39%
0.14%
0.07%
0.12%
0.12%
0.38%
0.23%
0.11%
0.40%
0.12%
0.13%
0.16%
0.24%
0.26%
0.24%
0.26%
0.19%
The provision for credit loss expense was $19.9 million for 2022, including provision for credit loss expense of $17.4 million on the
loan portfolio and credit loss expense of $2.5 million on unfunded loan commitments. The prior year credit loss expense of $16.4
million on the loan portfolio included $18.1 million of provision for credit loss from the acquisition of Alta to fully fund an allowance
for credit losses post-acquisition.
Excluding the impact from the acquisition of Alta, the provision for credit loss expense of $17.4 million on the loan portfolio in the
current year increased $19.1 million over the prior year which was primarily attributable to organic loan growth during the current
year. Net charge-offs during the current year were $7.8 million compared to $2.3 million during the prior year.
30
Efficiency Ratio
The efficiency ratio was 54.64 percent for 2022 compared to 51.35 percent for last year. Excluding the impact from the PPP loans and
acquisition related expenses, the efficiency ratio was 53.88 percent in 2022 compared to 53.07 percent in 2021.
ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS
Investment Activity
The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity.
Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.
Debt Securities
Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are
carried at amortized cost. During the first quarter of the current year, the Company transferred $2.2 billion of available-for-sale
securities with an unrealized net loss of $55.7 million into the held-to-maturity portfolio after determining it had the intent and ability
to hold such securities until maturity. During the first quarter of 2021, the Company transferred $404 million of available-for-sale
securities with an unrealized net gain of $3.8 million into the held-to-maturity portfolio after determining it had the intent and ability
to hold such securities until maturity. The Company transferred an additional $440 million of available-for-sale securities with an
unrealized net gain of $40.6 million into held-to-maturity portfolio during the second quarter of 2021. Unrealized gains or losses, net
of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt
securities are summarized below:
(Dollars in thousands)
Available-for-sale
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total available-for-sale
Held-to-maturity
U.S. government and federal agency
State and local governments
Residential mortgage-backed securities
Total held-to-maturity
Total debt securities
December 31, 2022
December 31, 2021
Carrying
Amount
Percent
Carrying
Amount
Percent
$
444,727
287,364
132,993
26,109
3,267,341
1,148,773
5,307,307
846,046
1,682,640
1,186,366
3,715,052
5%
3%
1%
1%
36%
13%
59%
9%
19%
13%
41%
$
1,346,749
13%
240,693
488,858
180,752
5,699,659
1,214,138
9,170,849
—
1,199,164
—
1,199,164
2%
5%
2%
55%
12%
89%
—%
11%
—%
11%
$
9,022,359
100%
$
10,370,013
100%
The Company’s debt securities are primarily comprised of state and local government securities and mortgage-backed securities. In
2022, the Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed
securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory
income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities
largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities
and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined,
the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the
securities.
State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the
investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the
issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An
issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely
payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally
Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however,
31
they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the
creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.
The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating
was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.
(Dollars in thousands)
December 31, 2022
December 31, 2021
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
S&P: AAA / Moody’s: Aaa
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
S&P: A+, A, A- / Moody’s: A1, A2, A3
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3
Not rated by either entity
Total
$
$
456,074
1,291,020
58,045
—
14,534
1,819,673
395,371
1,102,120
56,865
—
14,089
1,568,445
422,413
1,138,804
84,934
92
14,335
1,660,578
432,651
1,172,765
89,715
96
14,514
1,709,741
State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The
following table stratifies the state and local government securities by the associated security type.
(Dollars in thousands)
General obligation - unlimited
General obligation - limited
Revenue
Certificate of participation
Other
Total
December 31, 2022
December 31, 2021
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
$
421,698
186,401
1,171,971
36,864
2,739
1,819,673
389,762
162,096
981,486
32,464
2,637
1,568,445
606,873
108,487
929,166
12,316
3,736
1,660,578
637,431
113,320
941,894
13,254
3,842
1,709,741
The following table outlines the five states in which the Company owns the highest concentrations of state and local government
securities.
(Dollars in thousands)
New York
California
Texas
Michigan
Washington
All other states
Total
December 31, 2022
December 31, 2021
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
$
382,529
117,284
128,590
89,372
103,106
998,792
1,819,673
324,651
102,804
113,444
82,649
92,411
852,486
1,568,445
260,471
151,137
157,917
134,903
115,834
840,316
1,660,578
264,776
160,023
161,706
139,704
119,806
863,726
1,709,741
32
The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities
by contractual maturity at December 31, 2022. Weighted-average yields are based upon the amortized cost of securities and are
calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed
securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.
(Dollars in thousands)
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
One Year
or Less
After One through
Five Years
After Five through
Ten Years
After
Ten Years
Mortgage-Backed
Securities 1
Total
Available-for-sale
U.S. government and
federal agency
U.S. government
sponsored enterprises
State and local
governments
Corporate bonds
Residential mortgage-
backed securities
Commercial mortgage-
backed securities
$ —
—%
$ 428,119
1.07%
$ 5,171
3.61%
$ 11,437
4.04%
$
—
—%
$ 444,727
1.17%
—
—%
287,364
1.29%
—
—%
—
—%
—
—%
287,364
1.29%
2,193
1.98%
41,708
1.88%
44,263
2.80%
44,829
2.80%
—
—%
21,506
3.61%
3,641
4.00%
962
0.46%
—
—
—%
132,993
2.50%
—%
26,109
3.55%
—
—%
—
—%
—
—%
—
—%
3,267,341
1.20%
3,267,341
1.20%
—
—%
—
—%
—
—%
—
—%
1,148,773
2.56%
1,148,773
2.56%
Total available-for-sale
2,193
1.98%
778,697
1.26%
53,075
2.97%
57,228
3.01%
4,416,114
1.54%
5,307,307
1.53%
Held-to-maturity
U.S. government and
federal agency
State and local
governments
Residential mortgage-
backed securities
—
—%
620,842
1.15%
225,204
1.25%
—
—%
—
—%
846,046
1.18%
2,845
2.47%
37,604
2.44%
184,005
3.12%
1,458,186
2.94%
—
—%
1,682,640
2.95%
—
—%
—
—%
—
—%
—
—%
1,186,366
0.93%
1,186,366
0.93%
Total held-to-maturity
2,845
2.47%
658,446
3.59%
409,209
4.37%
1,458,186
2.94%
1,186,366
0.93%
3,715,052
1.90%
Total debt securities
$ 5,038
2.25%
$ 1,437,143 1.24%
$ 462,284
2.20%
$ 1,515,414
2.94%
$ 5,602,480
1.42%
$ 9,022,359
1.67%
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment
speeds.
Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2022, the Company determined
their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent
to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach
maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt
securities portfolio; therefore, no ACL has been recognized at December 31, 2022.
For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial
Statements and Supplementary Data.”
33
Lending Activity
The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by
residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment
lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan
portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory
Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan
segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table
summarizes the Company’s loan portfolio as of the dates indicated:
(Dollars in thousands)
Residential real estate
Commercial real estate
Other commercial
Home equity
Other consumer
Loans receivable
ACL
Loans receivable, net
$
9% $
Percent
December 31, 2022
Amount
1,446,008
9,797,047
2,799,668
822,232
381,857
15,246,812
65%
19%
5%
3%
101%
December 31, 2021
Amount
1,051,883
8,630,831
2,664,190
736,288
348,839
13,432,031
Percent
8%
65%
20%
6%
2%
101%
(182,283)
(1%)
(172,665)
(1%)
$ 15,064,529
100% $ 13,259,366
100%
The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2022 was as follows:
(Dollars in thousands)
Variable rate maturing or repricing
In one year or less
After one through five years
After five through fifteen years
Thereafter
Fixed rate maturing
In one year or less
After one through five years
After five through fifteen years
Thereafter
Total
Residential
Real Estate
Commercial
Consumer
and Other
Total
$
$
150,454
452,887
228,467
—
160,626
177,499
270,253
5,822
1,446,008
2,802,966
4,294,961
373,167
—
1,406,655
2,545,487
1,071,576
101,903
12,596,715
441,659
380,424
1,568
—
124,241
206,911
5,626
43,660
1,204,089
3,395,079
5,128,272
603,202
—
1,691,522
2,929,897
1,347,455
151,385
15,246,812
Residential Real Estate Lending
The Company’s lending activities consist of the origination of both construction and permanent loans on residential real estate. The
Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer
referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential
mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with
appropriate risk mitigation such as documented compensating factors, credit enhancement, etc. For loans held for sale, the Company
complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family
dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.
34
Consumer Land or Lot Loans
The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective
land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-
value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.
Unimproved Land and Land Development Loans
Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008,
the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions
have improved. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a
loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted bulk sale value upon completion
of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-
completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength.
Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out
commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years
with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.
Residential Builder Guidance Lines
The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans.
The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual
loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a
percentage-of-completion basis.
Construction Loans
During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as
needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a
percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the
associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate
collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of
potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to
completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.
Commercial Real Estate Loans
Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers
who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate
loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a
minimum 1.2 times debt service coverage margin.
Agricultural Lending
Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or
refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value
on equipment, livestock and agricultural real estate is generally limited to 75 percent.
PPP Loans
A PPP loan is a small business loan designed to assist qualifying businesses in keeping workers on the payroll during the Covid-19
pandemic. The program commenced on April 3, 2020 with June 30, 2020 (subsequently changed to August 8, 2020) as the last day to
apply for and receive a PPP loan for the first round. As originally enacted, each PPP loan is 100% guaranteed by the SBA, has a 1%
interest rate, 2-year maturity and 6-month payment deferral period starting from the loan disbursement date. The PPP program was
further amended as of June 5, 2020 under the Paycheck Protection Program Flexibility Act with the primary changes to extend the
period of qualifying expenditures from 8 weeks to 24 weeks, reduce the required use of funds for payroll expenses from 75% to 60%,
change the deferral date from 6 months to the date of forgiveness, and extend the maturity from 2 years to 5 years for loans originated
after the June 5, 2020 enactment date. A second round of the program opened up January 11, 2021, and ran through May 31, 2021.
Home Equity Loans
Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable
interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of
credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the
borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.
35
Consumer Lending
The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making
such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer
loans are generally higher than on residential mortgage loans.
States and Political Subdivisions Lending
The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the
municipality or a specific revenue stream such as water or sewer fees. In general, state and local political subdivision loans carry a
low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are
generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.
Credit Risk Management
The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition
of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on
concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and
external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality,
procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by
industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations
are conducted annually.
The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are
secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other
improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and
guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly
inspections by Company employees or external parties until the real estate project is complete.
Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values,
bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines
of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of
foreclosure, regardless of the junior lien delinquency status.
Loan Approval Limits
Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There
are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of
senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank
divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking
laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the
Bank.
Interest Reserves
Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As
with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including
residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the
project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other
underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans.
In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the
creation or continued use of interest reserves.
Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be
extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting
standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.
In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest
reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in
the construction loan.
The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to
reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection
36
of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of
interest and its capitalization into the loan balance will be discontinued.
The Company had $554 million and $374 million of loans with remaining interest reserves of $27.7 million and $17.6 million as of
December 31, 2022 and 2021, respectively. During 2022 and 2021, the Company extended, renewed or restructured 5 loans and 3
loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $16.2 million and $3.7
million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had no construction loans with
interest reserves that are currently non-performing or which are potential problem loans.
Loan Purchases, Sales, and Servicing
Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market,
primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans
Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term,
fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the
majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing
and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the
Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also
evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.
The Company has also been very active in generating commercial SBA loans, and other commercial loans, with a portion of those
loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to
investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does
not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with
customers in the Company’s geographic market areas.
Loan Origination and Other Fees
In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the
principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan
origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans, excluding PPP
loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing
loans, which include charges and fees collected in connection with loan modifications.
As enticement to financial institutions to administer the program, the SBA reimburses PPP lenders for processing a PPP loan via loan
fees. The fee structure changed as the PPP developed with the following reflecting the fee structure for each program:
Original Program Commencing on April 3, 2020 (round one):
•
•
•
5% for loans of not more than $350,000.
3% for loans of more than $350,000 and less than $2 million.
1% for loans of $2 million up to a maximum loan of $10 million that were available under the original PPP.
New program commencing on January 11, 2021 for new borrowers (round two):
•
•
•
•
50% with maximum of $2,500 for loans up to $50,000.
5% for loans of more than $50,000 and less than $350,000.
3% for loans of more than $350,000 and less than $2 million.
1% for loans of $2 million up to a maximum loan of $10 million.
New program commencing on January 11, 2021 for existing borrowers (round two):
•
•
•
50% with maximum of $2,500 for loans up to $50,000.
5% for loans of more than $50,000 and less than $350,000.
3% for loans of $350,000 up to a maximum loan of $2 million.
Appraisal and Evaluation Process
The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory
requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are
otherwise exempt from the appraisal requirements.
Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can
react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio.
Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:
37
•
•
•
•
•
•
demographic indicators, including employment and population trends;
foreclosures, vacancy, construction and absorption rates;
property sales prices, rental rates, and lease terms;
current tax assessments;
economic indicators, including trends within the lending areas; and
valuation trends, including discount and capitalization rates.
Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data
vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.
The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential
property depending on geographic market and four to six weeks for non-residential property. For real estate properties that are of
highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new
appraisals or evaluations (new or updated).
As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit
examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to
determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan
policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the
individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of
interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is
taken.
Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
(Dollars in thousands)
Other real estate owned and foreclosed assets
Accruing loans 90 days or more past due
Non-accrual loans
December 31,
2022
At or for the Years ended
December 31,
2021
December 31,
2020
$
32
1,559
31,151
18
17,141
50,532
1,744
1,725
31,964
Total non-performing assets
$
32,742
67,691
35,433
Non-performing assets as a percentage of subsidiary assets
ACL as a percentage of non-performing loans
Accruing loans 30-89 days past due
Accruing troubled debt restructurings
Non-accrual troubled debt restructurings
U.S. government guarantees included in
non-performing assets
0.12%
557%
20,967
35,220
2,355
0.26%
255%
50,566
34,591
2,627
0.19%
470%
22,721
42,003
3,507
2,312
4,028
3,011
$
$
$
$
Interest income 1
______________________________
1 Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each
1,450
2,422
1,545
$
period had such loans performed pursuant to contractual terms.
Non-performing assets of $32.7 million at December 31, 2022 decreased $34.9 million, or 52 percent, over prior year end. Non-
performing assets as a percentage of subsidiary assets at December 31, 2022 was 0.12 percent compared to 0.26 percent in the prior
year end.
Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to
management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real
estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration,
38
the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net
charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-
performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to
loss on such loans.
For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial
Statements in “Item 8. Financial Statements and Supplementary Data.”
Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the
debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is
separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service
their obligations as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of
whether or not the loans are designated as TDRs. The Company had TDR loans of $37.6 million and $37.2 million at December 31,
2022 and 2021, respectively.
Other Real Estate Owned and Foreclosed Assets
The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other
foreclosed assets during 2022 was $1.3 million. The fair value of the loan collateral acquired in foreclosure during 2022 was $0.9
million. The following table sets forth the changes in OREO for the periods indicated:
(Dollars in thousands)
Balance at beginning of period
Additions
Write-downs
Sales
Balance at end of period
Allowance for Credit Losses - Loans Receivable
The following table summarizes the allocation of the ACL as of the dates indicated:
Years ended
December 31,
2022
December 31,
2021
$
$
18
907
—
(893)
32
1,744
1,482
(120)
(3,088)
18
(Dollars in thousands)
Residential real estate
Commercial real estate
Other commercial
Home equity
Other consumer
Total
December 31, 2022
December 31, 2021
Percent
of Loans in
Category
ACL
Percent
of Loans in
Category
ACL
$
19,683
10% $
16,458
125,816
21,454
10,759
65%
18%
5%
117,901
24,703
8,566
4,571
$ 182,283
2%
5,037
100% $ 172,665
8%
64%
20%
5%
3%
100%
39
The following table summarizes the ACL experience for the periods indicated:
(Dollars in thousands)
Balance at beginning of period
Impact of adopting CECL
Acquisitions
Provision for credit losses
Net (charge-offs) recoveries
Residential real estate
Commercial real estate
Other commercial
Home equity
Other consumer
Net Charge-offs
December 31,
2022
$
172,665
—
—
17,433
At or for the Years ended
% of
Average
Loans
December 31,
2021
% of
Average
Loans
December 31,
2020
% of
Average
Loans
158,243
—
371
16,380
124,490
3,720
49
37,637
63
684
(2,545)
250
(6,267)
(7,815)
— %
0.01 %
(0.10) %
0.03 %
(1.70) %
(0.05) %
337
1,597
(1,048)
198
(3,413)
(2,329)
0.04 %
0.02 %
(0.04) %
0.03 %
(1.03) %
(0.02) %
40
(2,403)
(3,049)
(128)
(2,113)
(7,653)
— %
(0.04) %
(0.10) %
(0.02) %
(0.69) %
(0.07) %
Balance at end of period
$
182,283
$ 172,665
$ 158,243
ACL as a percentage of total loans
Non-accrual loans as a percentage of
total loans
ACL as a percentage of non-accrual
loans
1.20%
0.20%
1.29%
0.38%
1.42%
0.29%
585.16%
341.69%
495.07%
The ACL as a percentage of total loans outstanding at December 31 2022 was 1.20 percent which was a 9 basis points decrease from
the prior year end. The Company’s ACL of $182 million is considered by management to be adequate to absorb the estimated credit
losses from any segment of its loan portfolio based upon managements’ best estimate of current expected credit losses within the
existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s
estimate of current expected credit losses could also change, which could affect the level of future provision of credit losses related to
loans. For the periods ended December 31, 2022 and 2021, the Company believes the ACL is commensurate with the risk in the
Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2022,
provision for credit losses exceeded the charge-offs, net of recoveries, by $9.6 million. During the same period in 2021, the charge-
offs, net of recoveries, exceeded provision for credit losses by $14.1 million.
At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined
in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of
the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL
methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the
ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net
charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses,
including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company
operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and
personnel, and other environmental factors.
In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the
Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further
segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the ACL on the
pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual
loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans
when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans
original effective interest rate) is less than the amortized cost of the loan.
40
The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and
public entities from 221 locations, including 187 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona
and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops,
livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing
and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic
locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of
seventeen bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s
credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple
reviews of larger loans before credit is extended.
The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This
continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An
independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan
portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and
procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department,
independent credit reviewers and state and federal bank regulatory agencies.
Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that
the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent
evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the
ACL. Under such circumstances, additional credit loss expense could result.
For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the
Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
41
Loans by Regulatory Classification
Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory
classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for
the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the
Company’s internal loan segments which are based on the purpose of the loan.
The following table summarizes the Company’s loan portfolio by regulatory classification:
December 31,
2022
December 31,
2021
$ Change
% Change
(Dollars in thousands)
Custom and owner occupied construction
Pre-sold and spec construction
Total residential construction
Land development
Consumer land or lots
Unimproved land
Developed lots for operative builders
Commercial lots
Other construction
Total land, lot, and other construction
Owner occupied
Non-owner occupied
Total commercial real estate
$
298,461 $
297,895
596,356
263,758 $
257,568
521,326
219,842
206,604
104,662
60,987
93,952
938,406
1,624,453
2,833,469
3,531,673
6,365,142
185,200
173,305
81,064
41,840
99,418
762,970
1,343,797
2,645,841
3,056,658
5,702,499
34,703
40,327
75,030
34,642
33,299
23,598
19,147
(5,466)
175,436
280,656
187,628
475,015
662,643
Commercial and industrial
1,377,888
1,463,022
(85,134)
Agriculture
1st lien
Junior lien
Total 1-4 family
Multifamily residential
Home equity lines of credit
Other consumer
Total consumer
735,553
751,185
(15,632)
1,808,502
40,445
1,848,947
1,393,267
34,830
1,428,097
415,235
5,615
420,850
622,185
545,001
77,184
872,899
220,035
1,092,934
761,990
207,513
969,503
110,909
12,522
123,431
States and political subdivisions
797,656
615,251
182,405
Other
198,012
153,147
44,865
Total loans receivable, including loans held for sale
15,259,126
13,492,828
1,766,298
Less loans held for sale 1
(12,314)
(60,797)
48,483
Total loans receivable
$
15,246,812 $
13,432,031 $
1,814,781
______________________________
1 Loans held for sale are primarily 1st lien 1-4 family loans.
42
13%
16%
14%
19%
19%
29%
46%
(5%)
23%
21%
7%
16%
12%
(6%)
(2%)
30%
16%
29%
14%
15%
6%
13%
30%
29%
13%
(80%)
14%
The following table summarizes the Company’s non-performing assets by regulatory classification:
(Dollars in thousands)
Non-performing Assets,
by Loan Type
December 31,
2022
December 31,
2021
Non-
Accrual
Loans
December 31,
2022
Accruing
Loans 90
Days or
More Past
Due
December 31,
2022
OREO
December 31,
2022
—
—
—
—
—
—
—
—
—
—
—
—
24
—
—
—
—
—
—
8
8
—
32
Custom and owner occupied construction
Pre-sold and spec construction
$
Total residential construction
Land development
Consumer land or lots
Unimproved land
Developed lots for operative builders
Other construction
Total land, lot and other construction
Owner occupied
Non-owner occupied
Total commercial real estate
Commercial and industrial
Agriculture
1st lien
Junior lien
Total 1-4 family
Multifamily residential
Home equity lines of credit
Other consumer
Total consumer
Other
Total
224
389
613
138
278
78
251
12,884
13,629
2,076
805
2,881
3,326
2,574
2,678
166
2,844
4,535
1,393
911
2,304
36
237
—
237
250
309
124
—
12,884
13,567
3,918
6,063
9,981
3,066
29,151
2,870
136
3,006
6,548
1,563
460
2,023
112
224
389
613
138
145
78
251
12,884
13,496
1,763
805
2,568
2,760
2,574
2,444
159
2,603
4,535
1,255
747
2,002
—
—
—
—
—
133
—
—
—
133
313
—
313
542
—
234
7
241
—
138
156
294
36
$
32,742
67,691
31,151
1,559
43
The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:
$ Change
% Change
(Dollars in thousands)
Custom and owner occupied construction
Pre-sold and spec construction
Total residential construction
Consumer land or lots
Unimproved land
Developed lots for operative builders
Commercial lots
Other construction
Total land, lot and other construction
Owner occupied
Non-owner occupied
Total commercial real estate
Commercial and industrial
Agriculture
1st lien
Junior lien
Total 1-4 family
Multifamily residential
Home equity lines of credit
Other consumer
Total consumer
States and political subdivisions
Other
Total
_________________
n/m - not measurable
(13%)
286%
66%
197%
(61%)
n/m
n/m
(99%)
(94%)
100%
(68%)
21%
(27%)
198%
(1%)
118%
4%
n/m
(41%)
9%
(18%)
(98%)
18%
(59%)
Accruing 30-89 Days Delinquent
Loans, by Loan Type
December 31,
2022
December 31,
2021
$
1,082 $
1,712
2,794
1,243 $
443
1,686
442
120
958
47
209
1,776
3,478
496
3,974
3,439
1,367
2,174
190
2,364
492
1,182
1,824
3,006
28
1,727
149
305
—
—
30,788
31,242
1,739
1,558
3,297
4,732
459
2,197
87
2,284
—
1,994
1,681
3,675
1,733
1,458
(161)
1,269
1,108
293
(185)
958
47
(30,579)
(29,466)
1,739
(1,062)
677
(1,293)
908
(23)
103
80
492
(812)
143
(669)
(1,705)
269
$
20,967 $
50,566 $
(29,599)
44
The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:
(Dollars in thousands)
Custom and owner occupied construction
Pre-sold and spec construction
Total residential construction
Land development
Consumer land or lots
Unimproved land
Total land, lot and other construction
Owner occupied
Non-owner occupied
Total commercial real estate
Commercial and industrial
Agriculture
1st lien
Junior lien
Total 1-4 family
Multifamily residential
Home equity lines of credit
Other consumer
Total consumer
Other
Total
Net Charge-Offs (Recoveries),
Years ended, By Loan Type
December 31,
2022
December 31,
2021
Charge-Offs
December 31,
2022
Recoveries
December 31,
2022
$
17
(15)
2
(34)
(46)
—
(80)
555
(242)
313
(70)
(7)
(109)
(302)
(411)
136
(91)
451
360
—
(15)
(15)
(233)
(165)
(241)
(639)
(423)
(357)
(780)
41
(20)
(331)
(650)
(981)
(40)
(621)
236
(385)
17
—
17
—
—
—
—
1,968
—
1,968
1,659
—
—
6
6
203
85
658
743
7,572
$
7,815
5,148
2,329
10,374
14,970
—
15
15
34
46
—
80
1,413
242
1,655
1,729
7
109
308
417
67
176
207
383
2,802
7,155
45
Sources of Funds
The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The
Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase
agreements”), wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of
funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market
conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such
as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities,
match maturities of longer-term assets or manage interest rate risk.
Deposits
The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by
providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing
deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from
three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained
primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through
various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The
Company’s deposits are summarized below:
(Dollars in thousands)
Non-interest bearing deposits
NOW and DDA accounts
Savings accounts
Money market deposit accounts
Certificate accounts
Wholesale deposits
December 31, 2022
December 31, 2021
Amount
Percent
Amount
Percent
$
7,690,751
37% $
7,779,288
36%
5,330,614
3,200,321
3,472,281
880,589
31,999
26%
16%
17%
4%
—%
5,301,832
3,180,046
4,014,128
1,036,077
25,878
25%
15%
19%
5%
—%
Total interest bearing deposits
12,915,804
63%
13,557,961
64%
Total deposits
$
20,606,555
100% $
21,337,249
100%
Total estimated uninsured deposits were $6,225,443,000 and $6,907,608,000 at December 31, 2022 and December 31, 2021,
respectively. The following table summarizes the estimated amounts outstanding at December 31, 2022 for uninsured time deposits
according to the time remaining to maturity.
(Dollars in thousands)
Within three months
Three months to six months
Seven months to twelve months
Over twelve months
Total
Certificates
of Deposit
$
$
37,805
34,421
61,178
77,119
210,523
For additional information on deposits, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and
Supplementary Data.”
46
Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings
The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the
Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon
later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements
with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and
safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale
repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.
The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system. The Bank is
required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des
Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to
the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally,
securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to
credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest
rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the
Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of
deposits and to expand lending or investment opportunities of the Company.
Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from
time to time.
For additional information concerning the Company’s borrowings, see Note 9 to the Consolidated Financial Statements in “Item 8.
Financial Statements and Supplementary Data.”
Short-term borrowings
A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations.
Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate
increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s
short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The
Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank
(“FRB”) as well as a line of credit with a large national banking institution. FHLB advances and certain other short-term borrowings
may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks
are weighed against the increased cost of funds and other risks.
The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature
within one year of period end:
(Dollars in thousands)
Repurchase agreements
Amount outstanding at end of period
Weighted interest rate on outstanding amount
Maximum outstanding at any month end
Average balance
Weighted-average interest rate
FHLB advances
Amount outstanding at end of period
Weighted interest rate on outstanding amount
Maximum outstanding at any month end
Average balance
Weighted-average interest rate
47
At or for the Years ended
December 31,
2022
December 31,
2021
$945,916
1.20%
$985,774
$920,955
0.35%
1,020,794
0.19%
1,040,939
994,968
0.23%
$1,800,000
4.54 %
$1,800,000
$584,562
2.92 %
—
— %
—
—
— %
Subordinated Debentures
In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the
purpose of issuing or holding trust preferred securities that entitle the investor to receive cumulative cash distributions thereon.
Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures
and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital
at December 31, 2022. The subordinated debentures outstanding as of December 31, 2022 were $133 million, including fair value
adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 10 to the Consolidated
Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
Liquidity Risk
In the normal course of business, the Company has commitments that require material cash requirements for customer deposits
outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other
contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings
and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they
come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.
The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit
withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:
1.
2.
3.
assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to
funds exist to meet those needs at the appropriate time;
providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse
circumstances ranging from high probability/low severity events to low probability/high severity; and
balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that
liquidity.
The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to
assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management
reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and
unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative
scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.
48
The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:
(Dollars in thousands)
FHLB advances
Borrowing capacity
Amount utilized
Letters of credit
Amount available
FRB discount window
Borrowing capacity
Amount utilized
Amount available
Unsecured lines of credit available
Unencumbered debt securities
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total unencumbered debt securities 1
December 31,
2022
December 31,
2021
$
4,358,079
(1,800,000)
(2,075)
$
2,556,004
2,995,622
—
(1,631)
2,993,991
$
$
$
$
$
1,680,117
—
1,680,117
1,450,908
—
1,450,908
805,000
635,000
811,311
286,480
1,513,164
26,109
2,646,766
970,300
6,254,130
1,346,749
240,693
796,323
180,752
4,094,713
1,023,131
7,682,361
____________________________
1 Total unencumbered debt securities at December 31, 2022, included $3.1 billion classified as AFS and $3.1 billion classified as HTM. Total
unencumbered debt securities at December 31, 2021, included $7.0 billion classified as AFS, and $682 million classified as HTM.
Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters
of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements.
The Company assessed the off-balance sheet credit exposures as of December 31, 2022 and determined its ACL of $25.3 million was
adequate to absorb the estimated credit losses. Such ACL is included in other liabilities.
Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The
Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s
interests in unconsolidated VIEs, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and
Supplementary Data.”
49
Capital Resources
Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth,
provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of
funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to
issue 234,000,000 shares of common stock of which 110,777,780 have been issued as of December 31, 2022. The Company also has
the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2022. Conversely, the
Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding
common stock, depending on market price and other relevant considerations.
The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank
holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital
framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-
Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital
conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2022, management believes the
Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent
to this date that management believes have changed the Company’s or Bank’s risk-based capital category.
The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of
December 31, 2022:
Glacier Bank actual regulatory ratios
Minimum capital requirements
Minimum capital requirements plus capital
conservation buffer
Well capitalized requirements
Total Capital
(To Risk-
Weighted
Assets)
Tier 1 Capital
(To Risk-
Weighted
Assets)
Common
Equity Tier 1
(To Risk-
Weighted
Assets)
Leverage Ratio/
Tier 1 Capital
(To Average
Assets)
13.58%
8.00%
10.50%
10.00%
12.60%
6.00%
8.50%
8.00%
12.60%
4.50%
7.00%
6.50%
8.97%
4.00%
N/A
5.00%
On January 1, 2020, the Company adopted the current expected credit losses (“CECL”) accounting standard that requires
management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27,
2020, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory
capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and
2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year
delay, the Company added back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the
cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional
amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital evenly over the three-year
period.
For additional information regarding regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial
Statements and Supplementary Data.”
50
Federal and State Income Taxes
The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have
been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same
general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.
Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject
to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The
corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of
6.75 percent in Montana, 6.00 percent in Idaho, 4.85 percent in Utah, 4.55 percent in Colorado and 4.90 percent in Arizona.
Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in states other than
the eight states in which it has properties.
Income tax expense for the years ended December 31, 2022 and 2021 was $67.1 million and $64.7 million, respectively. The
Company’s effective income tax rate for the years ended December 31, 2022 and 2021 was 18.1 percent and 18.5 percent,
respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities,
municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was
$80.1 million and $69.2 million for the years ended December 31, 2022 and 2021, respectively. Benefits from federal income tax
credits were $15.4 million and $12.3 million for the years ended December 31, 2022 and 2021, respectively.
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets
Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S.
Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in
low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The
Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to
finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a
ten-year credit allowance period. The Company has investments of $15.3 million in Qualified School Construction bonds whereby the
Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt
securities are subject to federal and state income tax.
Following is a list of expected federal income tax credits to be received in the years indicated.
(Dollars in thousands)
2023
2024
2025
2026
2027
Thereafter
New
Markets
Tax Credits
Low-Income
Housing
Tax Credits
Debt
Securities
Tax Credits
Total
$
$
7,408
5,812
4,332
3,612
3,612
1,596
26,372
16,683
20,977
21,779
21,795
19,853
77,571
178,658
642
602
451
219
42
190
2,146
24,733
27,391
26,562
25,626
23,507
79,357
207,176
For additional information on income taxes, see Note 16 to the Consolidated Financial Statements in “Item 8. Financial Statements
and Supplementary Data”.
Average Balance Sheet
The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the
average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and
dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).
51
December 31, 2022
Years ended
December 31, 2021
December 31, 2020
Average
Balance
Interest
and
Dividends
Average
Yield/
Rate
Average
Balance
Interest
and
Dividends
Average
Yield/
Rate
Average
Balance
Interest
and
Dividends
Average
Yield/
Rate
(Dollars in thousands)
Assets
Residential real estate loans
Commercial loans 1
Consumer and other loans
$ 1,284,029 $ 57,243
555,244
11,902,971
54,393
1,131,000
4.46% $ 910,300 $ 43,300
476,678
4.66%
44,614
4.81%
9,900,056
993,082
4.76% $ 1,006,001 $ 46,392
441,762
4.81%
44,559
4.49%
9,057,210
948,379
4.61%
4.88%
4.70%
Total loans 2
14,318,000
666,880
4.66%
11,803,438
564,592
4.78%
11,011,590
532,713
4.84%
Tax-exempt investment
securities 3
Taxable investment securities 4
Total earning assets
Goodwill and intangibles
Non-earning assets
Total assets
Liabilities
1,916,731
70,438
3.67%
1,584,313
59,713
3.77%
1,306,640
52,201
4.00%
113,952
851,270
1.33%
3.44%
8,546,792
24,781,523
1,032,263
603,401
$ 26,417,187
6,512,202
19,899,953
683,000
850,742
$ 21,433,695
75,553
699,858
1.16%
3.52%
2,746,855
15,065,085
564,603
784,075
$ 16,413,763
59,027
643,941
2.15%
4.27%
Non-interest bearing deposits
NOW and DDA accounts
Savings accounts
$ 8,005,821 $
5,387,277
3,270,799
Money market deposit accounts 3,926,737
Certificate accounts
955,829
Wholesale deposits 5
Repurchase agreements
FHLB advances
11,862
920,955
584,562
—
3,439
1,191
6,401
3,249
246
3,200
17,317
—% $ 6,544,843 $
0.06%
0.04%
0.16%
0.34%
2.07%
0.35%
2.92%
4,325,071
2,493,174
3,144,507
976,894
31,103
994,968
—
—
2,737
771
3,914
4,643
70
2,302
—
—% $ 4,772,386 $
0.06%
0.03%
0.12%
0.48%
0.22%
0.23%
—%
3,094,675
1,737,272
2,356,508
986,126
78,283
783,101
79,277
—
2,849
742
5,077
8,568
384
3,601
733
—%
0.09%
0.04%
0.22%
0.87%
0.49%
0.94%
0.91%
Subordinated debentures and
other borrowed funds
Total interest bearing
liabilities
Other liabilities
Total liabilities
Stockholders’ Equity
Common stock
Paid-in capital
Retained earnings
Accumulated other
196,139
6,218
3.17%
166,386
4,121
2.48%
172,104
5,361
3.11%
41,261
0.18%
23,259,981
249,832
23,509,813
1,107
2,340,952
897,587
27,315
0.19%
18,676,946
186,068
18,863,014
993
1,708,271
772,300
89,117
2,570,681
18,558
0.10%
14,059,732
162,079
14,221,811
949
1,474,359
604,796
111,848
2,191,952
comprehensive income (loss)
(332,272)
Total stockholders’ equity 2,907,374
Total liabilities and
stockholders’ equity
Net interest income
(tax-equivalent)
Net interest spread
(tax-equivalent)
Net interest margin
(tax-equivalent)
$ 26,417,187
$ 21,433,695
$ 16,413,763
$ 810,009
$ 681,300
$ 616,626
3.26%
3.27%
3.42%
3.42%
4.08%
4.09%
______________________________
1 Includes tax effect of $6.3 million, $5.6 million and $5.3 million on tax-exempt municipal loan and lease income for the years ended December 31,
2022, 2021 and 2020, respectively.
2 Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in
the average volume for the entire period.
3 Includes tax effect of $14.5 million, $12.2 million and $10.5 million on tax-exempt debt securities income for the years ended December 31, 2022,
2021 and 2020, respectively.
4 Includes tax effect of $901 thousand, $1.0 million and $1.1 million on federal income tax credits for the years ended December 31, 2022, 2021 and
2020, respectively.
5 Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.
52
(3,092)
34,917
55
24,040
55,920
(111)
29
(1,164)
(3,924)
(315)
(1,298)
(733)
(1,241)
(8,757)
Rate/Volume Analysis
Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest
expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases
(or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities
(“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense
attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to
rate.
(Dollars in thousands)
Interest income
Year ended December 31,
2022 vs. 2021
Increase (Decrease) Due to:
Rate
Volume
Year ended December 31,
2021 vs. 2020
Increase (Decrease) Due to:
Rate
Net
Net
Volume
Residential real estate loans
Commercial loans (tax-equivalent)
Consumer and other loans
Investment securities (tax-equivalent)
Total interest income
$
17,777
96,438
6,196
39,545
159,956
(3,834)
(17,873)
3,583
9,578
(8,546)
13,943
78,565
9,779
49,123
151,410
(4,413)
39,791
1,972
110,940
148,290
1,321
(4,874)
(1,917)
(86,900)
(92,370)
Interest expense
NOW and DDA accounts
Savings accounts
Money market deposit accounts
Certificate accounts
Wholesale deposits
Repurchase agreements
FHLB advances
Subordinated debentures and other
borrowed funds
Total interest expense
Net interest income (tax-
equivalent)
672
240
974
(100)
(43)
(171)
—
29
180
1,514
(1,295)
220
1,068
17,317
701
420
2,488
(1,395)
177
897
17,317
1,122
319
1,679
(103)
(232)
962
(733)
(1,233)
(290)
(2,843)
(3,821)
(83)
(2,260)
—
737
2,309
1,361
20,394
2,098
22,703
(193)
2,821
(1,048)
(11,578)
$ 157,647
(28,940)
128,707
145,469
(80,792)
64,677
Net interest income (tax-equivalent) increased $128.7 million for the year ended December 31, 2022 compared to the same period in
2021. The interest income for 2022 increased over the same period last year primarily from the acquisition of Alta, increased volume
in commercial loans and investment securities.
Net interest income (tax-equivalent) increased $64.7 million for the year ended December 31, 2021 compared to the same period in
2020. The interest income for 2021 increased over the same period last year primarily from the acquisition of Alta, increased volume
in commercial loans and investment securities. The growth in the investment securities was the result of security purchases utilizing
the $1.623 billion of cash received from the Alta acquisition, excess liquidity from the increase in core deposits, and SBA forgiveness
of PPP loans. Total interest expense decreased from the prior year primarily from the decreased rates on deposits.
Cyber Risk
A failure in or breach of the Company’s operational or security systems, or those of the Company’s third party service providers,
including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary
information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms
designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly
reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security
monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring
the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.
53
Critical Accounting Policies
The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant
judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts
of assets, liabilities, income and expenses. The Company considers its accounting policies for the ACL, goodwill and fair value
measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s
consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The
following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of
the reported amounts to the methods, assumptions, and estimates underlying the calculation.
Allowance for Credit Losses
The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual
life of the loan portfolio. Determining the adequacy of the allowance is complex and requires a high degree of judgment by
management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in
light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such
a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss
experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as
reasonable and supportable forecasts of economic conditions. As a result of the significant size of the loan portfolio, the numerous
assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the
reported amounts. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk
related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses -
Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
Goodwill
The Company is required to assess goodwill for impairment on an annual basis, or more frequently if determined necessary. Goodwill
of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its
carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in
the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate
is considered to have a low amount of uncertainty unless there is an event that significantly lowers the goodwill fair value estimate.
Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or
assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or
a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset
group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2022. For
information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and
Supplementary Data.”
Fair Value Measurements
Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring
basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements have a higher
degree of sensitivity of the reported amount to the methods, assumptions and estimates underlying the calculation. For information on
fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements
in “Item 8. Financial Statements and Supplementary Data.”
Impact of Recently Issued Accounting Standards
There was no Authoritative accounting guidance that had a material impact on the Company that became effective during 2022 or
2021. Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at
December 31, 2022 includes amendments to:
•
•
FASB ASC Topic 326, Financial Instruments - Credit Losses Troubled Debt Restructurings and Vintage Disclosures
FASB ASC Topic 848, Reference Rate Reform
For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item
8. Financial Statements and Supplementary Data.”
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements” included in “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Market risk is the risk of loss in a
financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency exchange rates,
commodity prices, and equity prices. The Company’s primary market risk exposure is interest rate risk.
54
Interest Rate Risk
Interest rate risk is the potential for loss of future earnings resulting from adverse changes in the level of interest rates. Interest rate
risk results from many factors and could have a significant impact on the Company’s net interest income, which is the Company’s
primary source of net income. Net interest income is affected by a myriad of variables, including changes in interest rates, the
relationship between rates on interest bearing assets and liabilities, the impact of the interest fluctuations on asset prepayments and the
mix of interest bearing assets and liabilities.
Although interest rate risk is inherent in the banking industry, banks are expected to have sound risk management practices in place to
measure, monitor and control interest rate exposures. The objective of interest rate risk management is to appropriately manage the
risks associated with interest rate fluctuations. The process includes identification and management of the sensitivity of net interest
income to changing interest rates.
The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process
which is governed by policies established by the Company’s Board. The Board delegates responsibility for carrying out the asset/
liability management policies to ALCO. In this capacity, ALCO develops guidelines and strategies impacting the Company’s asset/
liability management-related activities which are focused on managing earnings, particularly net interest income, relative to acceptable
levels of interest rate, liquidity and credit/capital risks. Accordingly, an important goal of the Company’s asset and liability
management practices is to manage its existing and prospective levels of net interest income within an acceptable degree of interest
rate risk based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends.
Net interest income simulation
The Company uses a detailed and dynamic simulation model to quantify the estimated exposure of net interest income (“NII”) to
sustained interest rate changes. While ALCO routinely monitors simulated NII sensitivity over rolling two-year and five-year
horizons, it also utilizes additional tools to monitor potential longer-term interest rate risk. The simulation model captures the impact
of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the
Company’s statements of financial condition. This sensitivity analysis is compared to ALCO policy limits which specify a maximum
tolerance level for NII exposure over a one year and two year horizon, assuming no balance sheet growth. The ALCO policy rate
scenarios include upward and downward shifts in interest rates for 100 bps, 200 bps, 300 bps, and 400 bps scenarios with
instantaneous and parallel changes in current market yield curves. The ALCO policy also includes 200 bps and 400 bps rate scenarios
with gradual parallel shifts in interest rates over 12-month and 24-month periods, respectively. Given the historically low rate
environment, the Company only models and reports for a downward shift in interest rates of 100 bps. Other non-parallel rate
movement scenarios are also modeled to determine the potential impact on net interest income. The additional scenarios are adjusted
as the economic environment changes and provide ALCO additional interest rate risk monitoring tools to evaluate current market
conditions.
The following is indicative of the Company’s overall NII sensitivity analysis as of December 31, 2022. The Company’s NII
sensitivity remained within policy limits at December 31, 2022.
Rate Scenarios
-100 bps Rate shock
+100 bps Rate shock
+200 bps Rate shock
+200 bps Rate ramp
+300 bps Rate shock
+400 bps Rate shock
+400 bps Rate ramp
Estimated Sensitivity
One Year
Two Years
(0.31%)
0.08%
(2.00%)
(1.02%)
(7.19%)
(12.39%)
(1.06%)
(2.07%)
1.65%
1.31%
0.79%
(2.09%)
(5.54%)
(0.61%)
The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating
results. Growth in the Company’s core deposit franchise, updated deposit pricing assumptions, and other balance sheet changes
including the acquisition of Alta over the past year have increased the degree of measured asset sensitivity and thus well positioned the
Company for a higher interest rate environment. It is important to note that these hypothetical estimates are based upon numerous
assumptions that are specific to our Company and thus may not be directly comparable to other institutions. These assumptions
include: the nature and timing of interest rate levels including, but not limited to, yield curve shape, prepayments on loans and
securities, deposit decay rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows.
While assumptions are developed based upon current economic and local market conditions, the Company cannot make any
assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might
55
change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to
prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate caps or floors on adjustable rate
assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and
product preference changes, and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions
that ALCO might take in responding to or anticipating changes in interest rates.
Item 8. Financial Statements and Supplementary Data
56
Report of Independent Registered Public Accounting Firm
To the Stockholders, Board of Directors,
and Audit Committee
Glacier Bancorp, Inc.
Kalispell, Montana
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Glacier Bancorp,
Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of
operations, comprehensive income (loss), changes in stockholders equity, and cash flows for each of the
years in the three-year period ended December 31, 2022, and the related notes (collectively referred to
as the financial statements). In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and
2021, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2022, in conformity with accounting principles generally accepted in the United
States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the Companys internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated February 24, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on the Companys financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
57
Glacier Bancorp, Inc.
Page 2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the
financial statements that is communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing separate opinions on the critical audit matter or
on the accounts or disclosures to which they relate.
Allowance for Credit Losses
The Companys loan portfolio totaled $15.25 billion as of December 31, 2022, and the allowance for credit
losses on loans was $182.3 million. The Companys unfunded loan commitments totaled $4.4 billion, with
an allowance for credit losses of $25.2 million. Together these amounts represent the allowance for credit
losses (ACL). As more fully described in Notes 1 and 3 to the Companys consolidated financial
statements:
For loans receivable, the ACL is a contra-asset valuation account, calculated in accordance with
Topic 326 that is deducted from the amortized cost basis of loans to present the net amount
expected to be collected
For unfunded loan commitments, the ACL is a liability account calculated in accordance with
Topic 326, reported as a component of other liabilities
The determination of the ACL includes a quantitative portion that calculates historical average loss rates
and uses forecast assumptions and other inputs to project credit losses over the life of the loan portfolio.
Additionally, the ACL requires management to exercise significant judgment and consider numerous
subjective factors, including determining qualitative factors utilized to adjust the ACL for projected credit
losses that the quantitative allocations portion does not factor into its consideration. As disclosed by
management, different assumptions and conditions could result in a materially different amount for the
ACL.
Auditing the allowance for credit loss involved a high degree of subjectivity in evaluating managements
estimates, such as evaluating managements identification of credit quality indicators, assessment of
economic conditions and other environmental factors, evaluating the adequacy of specific allowances
associated with individually evaluated loans and assessing the appropriateness of loan grades and non-
accrual, collateral dependent, and individually evaluated designations.
The primary procedures we performed as of December 31, 2022 to address this critical audit matter
included:
Testing the effectiveness of controls, including those related to technology over the ACL including
data completeness and accuracy, classifications of loan segments, historical data, the calculation
of baseline loss rates, the establishment of qualitative adjustments, identification of individually
evaluated loans and risk classification of individual loans and/or loan relationships, establishment
of specific reserves on individually evaluated loans and managements review controls over the
ACL balance as a whole
Testing of completeness and accuracy of the information utilized in the ACL through testing of
year-end loan balances, non-accrual and individually evaluated loan designations, gross charge-
offs, and recoveries
Testing of the Companys ACL narrative supporting the overall ACL process in place and
adjusted loss factors applied to various loan segments
Testing of the economic inputs utilized to generate the economic forecast multipliers utilized
within the quantitative portion of the ACL
Testing the Companys ACL model for computational accuracy
58
Glacier Bancorp, Inc.
Page 3
Evaluating the qualitative adjustments to the loan segments, including assessing the basis for the
adjustments and the reasonableness of the significant assumptions
Testing the loan review functions and evaluating the accuracy of loan grades, specific reserve
calculations, and non-accrual and collateral-dependent identifications
Utilizing internal subject matter experts in the area of loan review to assist us in evaluating the
appropriateness of loan grades, non-accrual, and collateral dependent loan identifications and to
assess the reasonableness of specific impairments allocated to impaired loans
Testing estimated utilization rates of unfunded loan commitments
Evaluating the overall reasonableness of assumptions used by considering the past performance
of the Company and evaluating to trends identified within the banking industry, including, but not
limited to, the following:
o Timing and frequency of improvements noted in key lending ratios that are indicative of
potential credit risk in the overall loan portfolio and banking industry
o Observation of trends in the Companys overall qualitative factors to ensure directional
consistency, the overall economic climate and risk trends identified in the loan portfolio
o Evaluating the relevance and reliability of the data and data sources
(Formerly, BKD, LLP)
We have served as the Companys auditor since 2005.
Denver, Colorado
February 24, 2023
59
Report of Independent Registered Public Accounting Firm
To the Stockholders, Board of Directors,
and Audit Committee
Glacier Bancorp, Inc.
Kalispell, Montana
Opinion on the Internal Control over Financial Reporting
We have audited Glacier Bancorp, Inc.s (the Company) internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control Integrated Framework: (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our
opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2022, based on criteria established in Internal Control Integrated
Framework: (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the consolidated financial statements of the Company as of
December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022
and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Companys management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Managements Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Companys internal control over financial reporting based on
our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
60
Glacier Bancorp, Inc.
Page 2
Definitions and Limitations of Internal Control over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of reliable financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.
(Formerly, BKD, LLP)
Denver, Colorado
February 24, 2023
61
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)
Assets
Cash on hand and in banks
Interest bearing cash deposits
Cash and cash equivalents
Debt securities, available-for-sale
Debt securities, held-to-maturity
Total debt securities
Loans held for sale, at fair value
Loans receivable
Allowance for credit losses
Loans receivable, net
Premises and equipment, net
Other real estate owned and foreclosed assets
Accrued interest receivable
Deferred tax asset
Core deposit intangible, net
Goodwill
Non-marketable equity securities
Bank-owned life insurance
Other assets
Total assets
Liabilities
Non-interest bearing deposits
Interest bearing deposits
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowed funds
Subordinated debentures
Accrued interest payable
Other liabilities
Total liabilities
Commitments and Contingent Liabilities
Stockholders’ Equity
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized,
none issued or outstanding
December 31,
2022
December 31,
2021
$
$
$
300,194
101,801
401,995
5,307,307
3,715,052
9,022,359
198,087
239,599
437,686
9,170,849
1,199,164
10,370,013
12,314
60,797
15,246,812
(182,283)
15,064,529
13,432,031
(172,665)
13,259,366
398,100
32
83,538
193,187
41,601
985,393
82,015
169,068
181,244
26,635,375
7,690,751
12,915,804
945,916
1,800,000
77,293
132,782
4,331
225,193
23,792,070
—
—
372,597
18
76,673
27,693
52,259
985,393
10,020
167,671
120,459
25,940,645
7,779,288
13,557,961
1,020,794
—
44,094
132,620
2,409
225,857
22,763,023
—
—
Common stock, $0.01 par value per share, 234,000,000 and 117,187,500 shares
authorized at December 31, 2022, and December 31, 2021, respectively
Paid-in capital
Retained earnings - substantially restricted
Accumulated other comprehensive (loss) income
1,108
2,344,005
966,984
(468,792)
2,843,305
1,107
2,338,814
810,342
27,359
3,177,622
Total stockholders’ equity
Total liabilities and stockholders’ equity
Number of common stock shares issued and outstanding
$
26,635,375
25,940,645
110,777,780
110,687,533
See accompanying notes to consolidated financial statements.
62
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Interest Income
Investment securities
Residential real estate loans
Commercial loans
Consumer and other loans
Total interest income
Interest Expense
Deposits
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowed funds
Subordinated debentures
Total interest expense
Net Interest Income
Provision for credit losses
Net interest income after provision for credit losses
Non-Interest Income
Service charges and other fees
Miscellaneous loan fees and charges
Gain on sale of loans
Gain (loss) on sale of debt securities
Other income
Total non-interest income
Non-Interest Expense
Compensation and employee benefits
Occupancy and equipment
Advertising and promotions
Data processing
Other real estate owned and foreclosed assets
Regulatory assessments and insurance
Core deposit intangibles amortization
Other expenses
Total non-interest expense
Income Before Income Taxes
Federal and state income tax expense
Net Income
Basic earnings per share
Diluted earnings per share
Dividends declared per share
Average outstanding shares - basic
Average outstanding shares - diluted
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
$
$
$
$
169,035
57,243
548,969
54,393
829,640
14,526
3,200
17,317
1,329
4,889
41,261
788,379
19,963
768,416
72,124
15,350
20,032
620
12,606
120,732
319,303
43,261
14,324
30,823
77
12,904
10,658
87,518
518,868
370,280
67,078
303,202
122,099
43,300
471,061
44,614
681,074
12,135
2,303
—
713
3,407
18,558
662,516
23,076
639,440
59,317
12,038
63,063
(638)
11,040
144,820
270,644
39,394
11,949
23,470
236
8,249
10,271
70,609
434,822
349,438
64,681
284,757
99,616
46,392
436,497
44,559
627,064
17,620
3,601
733
646
4,715
27,315
599,749
39,765
559,984
52,503
7,344
99,450
1,139
12,431
172,867
253,047
37,673
10,201
21,132
923
4,656
10,370
66,809
404,811
328,040
61,640
266,400
2.74
2.74
1.32
110,757,473
110,827,933
2.87
2.86
1.37
99,313,255
99,398,250
2.81
2.81
1.33
94,883,864
94,932,353
See accompanying notes to consolidated financial statements.
63
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands)
Net Income
Other Comprehensive (Loss) Income, Net of Tax
Available-For-Sale and Transferred Securities:
Unrealized (losses) gains on available-for-sale securities
Reclassification adjustment for losses included in net income
Reclassification adjustment for securities transferred from available-for-
sale to held-to-maturity
Tax effect
Net of tax amount
Cash Flow Hedge:
Unrealized gains (losses) on derivatives used for cash flow hedges
Reclassification adjustment for losses included in net income
Tax effect
Net of tax amount
Total other comprehensive (loss) income, net of tax
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
303,202
284,757
266,400
(672,570)
(1,336)
(151,426)
(790)
2,990
169,540
(501,376)
(3,551)
39,362
(116,405)
7,809
(817)
(1,767)
5,225
(496,151)
901
—
(227)
674
(115,731)
139,208
(1,138)
—
(34,853)
103,217
(472)
—
119
(353)
102,864
Total Comprehensive (Loss) Income
$
(192,949)
169,026
369,264
See accompanying notes to consolidated financial statements.
64
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands, except per share data)
Common Stock
Shares
Amount
Paid-in
Capital
Retained
Earnings-
Substantially
Restricted
Accumulated
Other Comp-
rehensive
(Loss)
Income
Total
Balance at January 1, 2020
92,289,750 $
923
1,378,534
541,050
40,226
1,960,733
Net income
—
Other comprehensive income
—
—
Cash dividends declared ($1.33 per share)
Stock issued in connection with acquisitions 3,007,044
129,570
Stock issuances under stock incentive plans
—
Stock-based compensation and related taxes
Cumulative-effect of accounting changes
—
Balance at December 31, 2020
95,426,364 $
—
Net income
—
Other comprehensive loss
Cash dividends declared ($1.37 per share)
—
Stock issued in connection with acquisitions 15,173,482
87,687
Stock issuances under stock incentive plans
Stock-based compensation and related taxes
—
Balance at December 31, 2021
110,687,533 $
Net income
Other comprehensive loss
Cash dividends declared ($1.32 per share)
Stock issuances under stock incentive plans
Stock-based compensation and related taxes
Balance at December 31, 2022
—
—
—
90,247
—
110,777,780 $
—
—
—
30
1
—
—
954
—
—
—
152
1
—
1,107
—
—
—
1
—
1,108
—
—
—
112,103
(1)
4,417
—
1,495,053
—
—
—
839,701
(1)
4,061
2,338,814
—
—
—
(1)
5,192
2,344,005
266,400
—
(127,159)
—
—
—
(12,347)
667,944
284,757
—
(142,359)
—
—
—
810,342
303,202
—
(146,560)
—
—
966,984
—
102,864
—
—
—
—
—
143,090
—
—
—
—
—
27,359
266,400
102,864
(127,159)
112,133
—
4,417
(12,347)
2,307,041
284,757
(115,731)
(142,359)
839,853
—
4,061
3,177,622
(115,731)
—
(496,151)
303,202
(496,151)
(146,560)
—
5,192
(468,792) 2,843,305
—
—
—
See accompanying notes to consolidated financial statements
65
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for credit losses
Net amortization of debt securities
Net amortization of purchase accounting adjustments
and deferred loan fees and costs
Origination of loans held for sale
Proceeds from loans held for sale
Gain on sale of loans
(Gain) loss on sale of debt securities
Bank-owned life insurance income, net
Stock-based compensation, net of tax benefits
Depreciation and amortization of premises and equipment
(Gain) loss on sale and write-downs of other real estate owned, net
Deferred tax expense (benefit)
Amortization of core deposit intangibles
Amortization of investments in variable interest entities
Net (increase) decrease in accrued interest receivable
Net (increase) decrease in other assets
Net increase (decrease) in accrued interest payable
Net increase in other liabilities
Net cash provided by operating activities
Investing Activities
Sales of available-for-sale debt securities
Maturities, prepayments and calls of available-for-sale debt securities
Purchases of available-for-sale debt securities
Maturities, prepayments and calls of held-to-maturity debt securities
Purchases of held-to-maturity debt securities
Principal collected on loans
Loan originations
Net additions to premises and equipment
Proceeds from sale of other real estate owned
Proceeds from redemption of non-marketable equity securities
Purchases of non-marketable equity securities
Proceeds from bank-owned life insurance
Investments in variable interest entities
Net cash received from acquisitions
Net cash used in investing activities
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
303,202
284,757
266,400
19,963
29,587
23,076
47,299
39,765
16,893
2,789
(743,212)
844,940
(20,032)
(620)
(3,579)
5,366
25,830
(121)
2,177
10,658
16,640
(6,865)
(25,807)
1,922
7,822
470,660
326,302
1,101,420
(471,581)
211,700
(523,060)
5,432,753
(7,296,411)
(23,238)
1,014
366,467
(438,398)
2,217
(40,967)
—
(1,351,782)
(17,881)
(1,550,787)
1,797,566
(63,063)
638
(2,873)
4,349
21,768
(105)
(9,095)
10,271
13,457
5,118
8,188
(1,222)
588
572,049
—
1,453,049
(6,315,164)
48,955
(222,695)
6,529,504
(7,000,632)
(9,436)
3,313
4,218
(2)
2,112
(22,640)
1,622,717
(3,906,701)
(57,627)
(2,070,843)
2,093,549
(99,450)
(1,139)
(2,724)
3,629
20,420
139
(6,863)
10,370
11,282
(17,663)
(20,926)
(1,507)
5,840
189,545
—
758,879
(3,254,912)
32,735
—
4,732,941
(5,864,038)
(11,717)
5,572
76,618
(71,399)
—
(12,088)
43,713
(3,563,696)
See accompanying notes to consolidated financial statements.
66
GLACIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
Financing Activities
Net (decrease) increase in deposits
Net (decrease) increase in securities sold under agreements to repurchase
Net increase (decrease) in short-term Federal Home Loan Bank advances
Proceeds from long-term Federal Home Loan Bank advances
Repayments of long-term Federal Home Loan Bank advances
Net decrease in other borrowed funds
Cash dividends paid
Tax withholding payments for stock-based compensation
Proceeds from stock option exercises
Net cash provided by financing activities
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest
Cash paid during the period for income taxes
Supplemental Disclosure of Non-Cash Investing Activities
Transfer of debt securities from held-to-maturity to available-for-sale
Sale and refinancing of other real estate owned
Transfer of loans to other real estate owned
Right-of-use assets obtained in exchange for new lease liabilities
Dividends declared during the period but not paid
Acquisitions
Fair value of common stock shares issued
Cash consideration
Fair value of assets acquired
Liabilities assumed
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
$
$
$
(729,707)
(74,878)
1,800,000
—
—
9,120
(157,540)
(1,704)
140
845,431
(35,691)
437,686
401,995
3,266,304
16,211
—
—
—
3,526
(145,557)
(1,553)
265
3,139,196
(195,456)
633,142
437,686
39,339
55,197
19,779
67,306
2,154,475
—
907
25,048
346
—
—
—
—
844,020
—
1,482
801
11,352
839,853
9
4,131,662
3,291,800
3,418,199
427,510
(30,000)
30,000
(38,589)
564
(131,263)
(1,082)
993
3,676,332
302,181
330,961
633,142
28,822
63,021
—
215
2,076
7,406
14,572
112,133
13,721
745,420
619,566
See accompanying notes to consolidated financial statements.
67
GLACIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Summary of Significant Accounting Policies
General
Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full
range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and
Nevada through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products
and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4)
mortgage origination and loan servicing. The Company serves individuals, small to medium-sized businesses, community
organizations and public entities.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for credit losses
(“ACL” or “allowance”) on loans; 2) the valuation of debt securities; 3) the valuation of real estate acquired in connection with
foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ACL on loans and
real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating
to the investment valuations are obtained from independent third parties. Estimates relating to the evaluation of goodwill for
impairment are determined based on internal calculations using independent party inputs.
Principles of Consolidation
The consolidated financial statements of the Company include the parent holding company and the Bank, which consists of seventeen
bank divisions and a corporate division. The corporate division includes the Bank’s investment portfolio, wholesale borrowings and
other centralized functions. The Bank divisions operate under separate names, management teams and advisory directors. The
Company considers the Bank to be its sole operating segment as the Bank 1) engages in similar bank business activity from which it
earns revenues and incurs expenses; 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer
(“CEO”) (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank; and 3) financial
information is available for the Bank. All significant inter-company transactions have been eliminated in consolidation.
The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s
significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to
the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary
interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary
interests are not included in the Company’s consolidated financial statements. For additional information on the Bank’s interest in
VIEs, see note 7.
The parent holding company owns non-bank subsidiaries that have issued trust preferred securities. The trust subsidiaries are not
included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in
other assets on the Company's statements of financial condition.
On October 1, 2021, the Company completed the acquisition of Altabancorp, the bank holding company for Altabank, a community
bank based in American Fork, Utah (collectively, “Alta”). In February 2020, the Company completed the acquisition of State Bank
Corp., the bank holding company for State Bank of Arizona, a community bank based in Lake Havasu City, Arizona (collectively,
“SBAZ”). In July 2019, the Company completed the acquisition of Heritage Bancorp, the bank holding company for Heritage Bank of
Nevada, a community bank based in Reno, Nevada (collectively, “Heritage”). The business combinations were accounted for using the
acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition
dates. For additional information relating to recent mergers and acquisitions, see Note 23.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank
(“FRB”), interest bearing deposits, federal funds sold, and liquid investments with original maturities of three months or less. The
Bank is required to maintain an average reserve balance with either the FRB or in the form of cash on hand. The required reserve
balance at December 31, 2022 was $0.
68
Debt Securities
Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are
carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities
and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity
or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of income taxes, as a
separate component of other comprehensive income (“OCI”). Premiums and discounts on debt securities are amortized or accreted
into income using a method that approximates the interest method. The objective of the interest method is to calculate periodic
interest income at a constant effective yield. The Company does not have any debt securities classified as trading securities. When
the Company acquires another entity, it records the debt securities at fair value.
The Company reviews and analyzes the various risks that may be present within the investment portfolio on an ongoing basis,
including market risk, credit risk and liquidity risk. Market risk is the risk to an entity’s financial condition resulting from adverse
changes in the value of its holdings arising from movements in interest rates, foreign exchange rates, equity prices or commodity
prices. The Company assesses the market risk of individual debt securities as well as the investment portfolio as a whole. Credit risk,
broadly defined, is the risk that an issuer or counterparty will fail to perform on an obligation. The credit rating of a security is
considered the primary credit quality indicator for debt securities. Liquidity risk refers to the risk that a security will not have an
active and efficient market in which the security can be sold.
A debt security is investment grade if the issuer has adequate capacity to meet its commitment over the expected life of the
investment, i.e., the risk of default is low and full and timely repayment of interest and principal is expected. To determine investment
grade status for debt securities, the Company conducts due diligence of the creditworthiness of the issuer or counterparty prior to
acquisition and ongoing thereafter consistent with the risk characteristics of the security and the overall risk of the investment
portfolio. Credit quality due diligence takes into account the extent to which a security is guaranteed by the U.S. government and
other agencies of the U.S. government. The depth of the due diligence is based on the complexity of the structure, the size of the
security, and takes into account material positions and specific groups of securities or stratifications for analysis and review of similar
risk positions. The due diligence includes consideration of payment performance, collateral adequacy, internal analyses, third party
research and analytics, external credit ratings and default statistics.
The Company has acquired debt securities through acquisitions and if the securities have more than insignificant credit deterioration
since origination, they are designated as purchased credit-deteriorated (“PCD”) securities. An ACL is determined using the same
methodology as with other debt securities. The sum of a PCD security’s fair value and associated ACL becomes its initial amortized
cost basis. The difference between the initial amortized cost basis and the par value of the debt security is a noncredit discount or
premium, which is amortized into interest income over the life of the security. Subsequent changes to the ACL are recorded through
provision for credit losses.
For additional information relating to debt securities, see Note 2.
Allowance for Credit Losses - Available-for-Sale Debt Securities
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more-
likely-than-not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding
intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through other expense. For the
available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has
resulted from credit losses or other factors. In such assessment, the Company considers the extent to which fair value is less than
amortized cost, if there are any changes to the investment grade of the security by a rating agency, and if there are any adverse
conditions that impact the security. If this assessment indicates a credit loss exists, the present value of the cash flows expected to be
collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to
be collected is less than the amortized cost basis, a potential credit loss exists and an ACL is recorded for the credit loss, limited by the
amount that the fair value is less than the amortized cost. Any estimated credit losses that have not been recorded through an ACL are
recognized in OCI.
The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. As part
of its non-accrual policy, the Company charges-off uncollectable interest at the time it is determined to be uncollectable.
Allowance for Credit Losses - Held-to-Maturity Debt Securities
For estimating the allowance for held-to-maturity (“HTM”) debt securities that share similar risk characteristics with other securities,
such securities are pooled based on major security type. For pools of such securities with similar risk characteristics, the historical
lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for
the expected effects of reasonable and supportable forecasts over the expected lives of the securities on those historical credit losses.
Expected credit losses on securities in the held-to-maturity portfolio that do not share similar risk characteristics with any of the pools
69
of debt securities are individually measured based on net realizable value, or the difference between the discounted value of the
expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the securities.
The Company has elected to exclude accrued interest from the estimate of credit losses for held-to-maturity debt securities. As part of
its non-accrual policy, the Company charges off uncollectable interest at the time it is determined to be uncollectable.
Loans Held for Sale
Loans held for sale generally consist of long-term, fixed rate, conforming, single-family residential real estate loans intended to be
sold on the secondary market. Loans held for sale are recorded at fair value and may or may not be sold with servicing rights released.
Changes in fair value are recognized in non-interest income. Fair value elections are made at the time of origination based on the
Company’s fair value election policy.
Loans Receivable
The Company’s loan segments or classes are based on the purpose of the loan and consist of residential real estate, commercial real
estate, other commercial, home equity, and other consumer loans. Loans that are intended at origination to be held-to-maturity, are
reported at the unpaid principal balance less net charge-offs and adjusted for deferred fees and costs on originated loans and
unamortized premiums or discounts on acquired loans. Interest income is accrued on the unpaid principal balance. Fees and costs on
originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield
adjustment over the expected life of the loan utilizing the interest or straight-line methods. The interest method is utilized for loans
with scheduled payment terms and the objective is to calculate periodic interest income at a constant effective yield. The straight-line
method is utilized for revolving lines of credit or loans with no scheduled payment terms. When a loan is paid off prior to maturity,
the remaining unamortized fees and costs on originated loans and unamortized premiums or discounts on acquired loans are
immediately recognized as interest income.
Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are
designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is
unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more.
When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest
income. Subsequent payments on non-accrual loans are applied to the outstanding principal balance if doubt remains as to the
ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on non-
accrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and
when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.
The Company has acquired loans through acquisitions, some of which have experienced more than insignificant credit deterioration
since origination. The Company considers all acquired non-accrual loans to be PCD loans. In addition, the Company considers loans
accruing ninety days or more past due or substandard loans to be PCD loans. An ACL is determined using the same methodology as
other loans held for investment. The ACL determined on a collective basis is allocated to individual loans. The sum of a loan’s fair
value and ACL becomes the initial amortized cost basis. The difference between the initial amortized cost basis and the par value of
the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to
the ACL are recorded through provision for credit losses.
For additional information relating to loans, see Note 3.
Allowance for Credit Losses - Loans Receivable
The ACL for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan
portfolio. The estimate is determined based on the amortized cost of the loan portfolio including the loan balance adjusted for charge-
offs, recoveries, deferred fees and costs, and loan discount and premiums. Recoveries are included only to the extent that such
amounts were previously charged-off. The Company has elected to exclude accrued interest from the estimate of credit losses for
loans. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect
of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then
prevailing, may result in significant changes in the allowance in those future periods.
The allowance is increased for estimated credit losses which are recorded as expense. The portion of loans and overdraft balances
determined by management to be uncollectable are charged-off as a reduction to the allowance and recoveries of amounts previously
charged-off increase the allowance. The Company’s charge-off policy is consistent with bank regulatory standards. Consumer loans
generally are charged-off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-
in-lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold.
The expected credit loss estimate process involves procedures to consider the unique characteristics of each of the Company’s loan
portfolio segments, which consist of residential real estate, commercial real estate, other commercial, home equity, and other
70
consumer loans. When computing the allowance levels, credit loss assumptions are estimated using a model that categorizes loan
pools based on loss history, credit and risk characteristics, including current conditions and reasonable and supportable forecasts about
the future. The Company has determined a four consecutive quarter forecasting period is a reasonable and supportable period.
Expected credit loss for periods beyond reasonable and supportable forecast periods are determined based on a reversion method
which reverts back to historical loss estimates over a four consecutive quarter period on a straight-line basis.
Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in
underwriting new loans and the process for estimating the expected credit losses. The following paragraphs describe the risk
characteristics relevant to each portfolio segment.
Residential Real Estate. Residential real estate loans are secured by owner-occupied 1-4 family residences. Repayment of these loans
is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic
conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the
borrowers' personal incomes. Mitigating risk factors for this loan segment include a large number of borrowers, geographic dispersion
of market areas and the loans are originated for relatively smaller amounts.
Commercial Real Estate. Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is
generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property
securing the loan. Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the
loan and conditions within the local economies in the Company’s diverse, geographic market areas.
Commercial. Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment
purchases and business expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal
business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the
cash flow stability from business operations across the Company’s diverse, geographic market areas.
Home Equity. Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and
amortizing closed-end) secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the
personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the
Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal
incomes. Mitigating risk factors for this loan segment are a large number of borrowers, geographic dispersion of market areas and the
loans are originated for terms that range from 10 to 15 years.
Other Consumer. The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other
personal purposes. Repayment of these loans is primarily dependent on the personal income of the borrowers. Credit risk is driven by
consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse, geographic market
areas) and the creditworthiness of a borrower.
The allowance is impacted by loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment
speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of
economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance has two basic
components: 1) individual loans that do not share similar risk characteristics with other loans and the measurement of expected credit
losses for such individual loans; and 2) the expected credit losses for pools of loans that share similar risk characteristics.
Loans that do not Share Similar Risk Characteristics with Other Loans. For a loan that does not share similar risk characteristics with
other loans, expected credit loss is measured based on the net realizable value, that is, the difference between the discounted value of
the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans,
the expected credit loss is equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the
loan (which is net of previous charge-offs and deferred loan fees and costs), except when the loan is collateral-dependent, that is, when
foreclosure is probable or the borrower is experiencing financial difficulty and repayment is expected to be provided substantially
through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized
cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if
repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. The Company has
determined that non-accrual loans do not share similar risk characteristics with other loans and these loans are individually evaluated
for estimated allowance for credit losses. The Company, through its credit monitoring process, may also identify other loans that do
not share similar risk characteristics and individually evaluate such loans. The starting point for determining the fair value of
collateral is to obtain external appraisals or evaluations (new or updated). The valuation techniques used in preparing appraisals or
evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the
preceding valuation techniques. The Company’s credit department reviews appraisals, giving consideration to the highest and best use
of the collateral. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current
71
market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant
volatility. Adjustments may be made to the fair value of the collateral after review and acceptance of the collateral appraisal or
evaluation (new or updated).
Loans that Share Similar Risk Characteristics with other Loans. For estimating the allowance for loans that share similar risk
characteristics with other loans, such loans are segregated into loan segments. Loans are designated into loan segments based on loans
pooled by product types and similar risk characteristics or areas of risk concentration. In determining the ACL, the Company derives
an estimated credit loss assumption from a model that categorizes loan pools based on loan type which is further segregated by the
credit quality indicators. This model calculates an expected loss percentage for each loan segment by considering the non-discounted
simple annual average historical loss rate of each loan segment (calculated through an “open pool” method), multiplying the loss rate
by the amortized loan balance and incorporating that segment’s internally generated prepayment speed assumption and contractually
scheduled remaining principal pay downs on a loan level basis. The annual historical loss rates are adjusted over a reasonable
economic forecast period by a multiplier that is calculated based upon current national economic forecasts as a proportion of each
segment’s historical average loss levels. The Company will then revert from the economic forecast period back to the historical
average loss rate in a straight-line basis. After the reversion period, the loans will be assumed to experience their historical loss rate
for the remainder of their contractual lives. The model applies the expected loss rate over the projected cash flows at the individual
loan level and then aggregates the losses by loan segment in determining their quantitative allowance. The Company will also include
qualitative adjustments to adjust the ACL on loan segments to the extent the current or future market conditions are believed to vary
substantially from historical conditions in regards to:
•
•
•
•
•
•
•
•
•
lending policies and procedures;
international, national, regional and local economic business conditions, developments, or environmental conditions that
affect the collectability of the portfolio, including the condition of various markets;
the nature and volume of the loan portfolio including the terms of the loans;
the experience, ability, and depth of the lending management and other relevant staff;
the volume and severity of past due and adversely classified or graded loans and the volume of non-accrual loans;
the quality of our loan review system;
the value of underlying collateral for collateralized loans;
the existence and effect of any concentrations of credit, and changes in the level of concentrations; and
the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses
in the existing portfolio.
The Company regularly reviews loans in the portfolio to assess credit quality indicators and to determine the appropriate loan
classification and grading in accordance with applicable bank regulations. The primary credit quality indicator for residential, home
equity and other consumer loans is the days past due status, which consists of the following categories: 1) performing loans; 2) 30 to
89 days past due loans; and 3) non-accrual and ninety days or more past due loans. The primary credit quality indicator for
commercial real estate and commercial loans is the Company’s internal risk rating system, which includes the following categories: 1)
pass loans; 2) special mention loans; 3) substandard loans; and 4) doubtful or loss loans. Such credit quality indicators are regularly
monitored and incorporated into the Company’s allowance estimate. The following paragraphs further define the internal risk ratings
for commercial real estate and commercial loans.
Pass Loans. These ratings represent loans that are of acceptable, good or excellent quality with very limited to no risk. Loans that do
not have one of the following ratings are considered pass loans.
Special Mention Loans. These ratings represent loans that are designated as special mention per the regulatory definition. Special
mention loans are currently protected but are potentially weak. The credit risk may be relatively minor yet constitute an undue and
unwarranted risk in light of the circumstances surrounding a specific loan. The rating may be used to identify credit with potential
weaknesses that if not corrected may weaken the loan to the point of inadequately protecting the Bank’s credit position. Examples
include a lack of supervision, inadequate loan agreement, condition, or control of collateral, incomplete, or improper documentation,
deviations from lending policy, and adverse trends in operations or economic conditions.
Substandard Loans. This rating represents loans that are inadequately protected by the current sound worth and paying capacity of the
obligor or of the collateral pledged. A loan so classified must have a well-defined weakness that jeopardizes the liquidation of the
debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Loss potential, while existing in the aggregated amount of substandard loans, does not have to exist in an individual loan classified
substandard.
Doubtful/Loss Loans. A loan classified as doubtful has the characteristics that make collection in full, on the basis of currently
existing facts, conditions, and values, highly improbable. The possibility of loss is extremely high, but because of pending factors,
which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status may be
72
determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on
additional collateral and refinancing plans. Loans are classified as loss when they are deemed to be not collectible and of such little
value that continuance as an active asset of the Bank is not warranted. Loans classified as loss must be charged-off. Assignment of
this classification does not mean that an asset has absolutely no recovery or salvage value, but that it is not practical or desirable to
defer writing off a basically worthless asset, even though partial recovery may be attained in the future.
Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the
debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company periodically enters
into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur,
the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain
circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a
concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. The
Company has made the following types of loan modifications, some of which were considered a TDR:
•
•
•
reduction of the stated interest rate for the remaining term of the debt;
extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt
having similar risk characteristics; and
reduction of the face amount of the debt as stated in the debt agreements.
The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be
creditworthy borrowers who have the willingness and capacity for debt repayment. In determining whether non-restructured or
performing loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other
loans that are non-performing or are TDRs, the Company, on a quarterly or more frequent basis, performs an updated and
comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations,
including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially
responsible guarantors, if any, including for example:
•
•
•
analysis of global, i.e., aggregate debt service for total debt obligations;
assessment of the value and security protection of collateral pledged using current market conditions and alternative market
assumptions across a variety of potential future situations; and
loan structures and related covenants.
The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment. For a TDR that is
individually reviewed and not collateral-dependent, the value of the concession can only be measured using the discounted cash flow
method. When the value of a concession is measured using the discounted cash flow method, the ACL is determined by discounting
the expected future cash flows at the original interest of the loan.
Allowance for Credit Losses - Off-Balance Sheet Credit Exposures
The Company maintains a separate allowance for credit losses for off-balance sheet credit exposures, including unfunded loan
commitments. Such ACL is included in other liabilities on the Company’s statements of financial condition. The Company estimates
the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures and applying the
loss factors used in the allowance for credit loss methodology to the results of the usage calculation to estimate the liability for credit
losses related to unfunded commitments for each loan segment. No credit loss estimate is reported for off-balance sheet credit
exposures that are unconditionally cancellable by the Bank or for unfunded amounts under such arrangements that may be drawn prior
to the cancellation of the arrangement.
Provision for Credit Losses
The Company recognizes provision for credit losses on the allowance for off-balance sheet credit exposures (e.g., unfunded loan
commitments) together with provision for credit losses on the loan portfolio in the income statement line item provision for credit
losses.
73
The following table presents the provision for credit losses on the loan portfolio and off-balance sheet exposures:
(Dollars in thousands)
Provision for credit loss loans
Provision for credit loss unfunded
Total provision for credit losses
December 31,
2022
Year ended
December 31,
2021
December 31,
2020
17,433
2,530
19,963
16,380
6,696
23,076
37,637
2,128
39,765
There was no provision for credit losses on debt securities for the years ended December 31, 2022, 2021, and 2020, respectively.
Premises and Equipment
Premises and equipment are accounted for at cost less depreciation. Depreciation is computed on a straight-line method over the
estimated useful lives or the term of the related lease. The estimated useful life for office buildings is 15 to 40 years and the estimated
useful life for furniture, fixtures, and equipment is 3 to 10 years. Interest is capitalized for any significant building projects. For
additional information relating to premises and equipment, see Note 4.
Leases
The Company leases certain land, premises and equipment from third parties. A lessee lease is classified as an operating lease unless
it meets certain criteria (e.g., lease contains option to purchase that Company is reasonably certain to exercise), in which case it is
classified as a finance lease. Operating leases are included in net premises and equipment and other liabilities on the Company’s
statements of financial condition and lease expense for lease payments is recognized on a straight-line basis over the lease term.
Finance leases are included in net premises and equipment and other borrowed funds on the Company’s statements of financial
condition. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of
lease payments over the lease term. An ROU asset represents the right to use the underlying asset for the lease term and also includes
any direct costs and payments made prior to lease commencement and excludes lease incentives. When an implicit rate is not
available, an incremental borrowing rate based on the information available at commencement date is used in determining the present
value of the lease payments. A lease term may include an option to extend or terminate the lease when it is reasonably certain the
option will be exercised. The Company accounts for lease and nonlease components (e.g., common-area maintenance) together as a
single combined lease component for all asset classes. Short-term leases of 12 months or less are excluded from accounting guidance;
as a result, the lease payments are recognized on a straight-line basis over the lease term and the leases are not reflected on the
Company’s statements of financial condition. Renewal and termination options are considered when determining short-term leases.
Leases are accounted for on an individual lease level.
Lease improvements incurred at the inception of the lease are recorded as an asset and depreciated over the initial term of the lease and
lease improvements incurred subsequently are depreciated over the remaining term of the lease.
The Company also leases certain premises and equipment to third parties. A lessor lease is classified as an operating lease unless it
meets certain criteria that would classify it as either a sales-type lease or a direct financing lease. For additional information relating
to leases, see Note 4.
Other Real Estate Owned
Property acquired by foreclosure or deed-in-lieu of foreclosure is initially recorded at fair value, less estimated selling cost, at
acquisition date (i.e., cost of the property). The Company is considered to have received physical possession of residential real estate
property collateralizing a consumer mortgage loan upon the occurrence of either the Company obtaining legal title to the property or
the borrower conveying all interest in the property through a deed-in-lieu or similar agreement. Fair value is determined as the amount
that could be reasonably expected in a current sale between a willing buyer and a willing seller in an orderly transaction between
market participants at the measurement date. Subsequent to the initial acquisition, if the fair value of the asset, less estimated selling
cost, is less than the cost of the property, a loss is recognized in other expense and the asset carrying value is reduced. Gain or loss on
disposition of OREO is recorded in non-interest income or non-interest expense, respectively. In determining the fair value of the
properties on the date of transfer and any subsequent estimated losses of net realizable value, the fair value of other real estate
acquired by foreclosure or deed-in-lieu of foreclosure is determined primarily based upon appraisal or evaluation of the underlying
property value.
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. An asset is deemed impaired if the sum of the expected future cash flows is less than the carrying
amount of the asset. If impaired, an impairment loss is recognized in other expense to reduce the carrying value of the asset to fair
value. At December 31, 2022 and 2021, no long-lived assets were considered materially impaired.
74
Business Combinations and Intangible Assets
Acquisition accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities
assumed, including certain intangible assets. Goodwill is recorded if the purchase price exceeds the net fair value of assets acquired
and a bargain purchase gain is recorded in other income if the net fair value of assets acquired exceeds the purchase price.
Adjustment of the allocated purchase price may be related to fair value estimates for which all information has not been obtained of
the acquired entity known or discovered during the allocation period, the period of time required to identify and measure the fair
values of the assets and liabilities acquired in the business combination. The allocation period is generally limited to one year
following consummation of a business combination.
Core deposit intangible represents the intangible value of depositor relationships resulting from deposit liabilities assumed in
acquisitions and is amortized using an accelerated method based on an estimated runoff of the related deposits. The core deposit
intangible is evaluated for impairment and recoverability whenever events or changes in circumstances indicate that its carrying
amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.
For additional information relating to core deposit intangibles, see Note 5.
The Company tests goodwill for impairment at the reporting unit level annually during the third quarter. The Company has identified
that each of the Bank divisions are reporting units (i.e., components of the Glacier Bank operating segment) given that each division
has a separate management team that regularly reviews its respective division financial information; however, the reporting units are
aggregated into a single reporting unit due to the reporting units having similar economic characteristics.
The goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would
more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Examples of events and circumstances that
could trigger the need for interim impairment testing include:
•
•
•
•
•
•
a significant change in legal factors or in the business climate;
an adverse action or assessment by a regulator;
unanticipated competition;
a loss of key personnel;
a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise
disposed of; and
the testing for recoverability of a significant asset group within a reporting unit.
For the goodwill impairment assessment, the Company has the option, to first assess qualitative factors to determine whether the
existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less
than its carrying value. The Company elected to bypass the qualitative assessment for its 2022 and 2021 annual goodwill impairment
testing and proceed directly to the goodwill impairment assessment. The goodwill impairment process requires the Company to make
assumptions and judgments regarding fair value. The Company calculates an implied fair value and if the implied fair value is less
than the carrying value, an impairment loss is recognized for the difference. For additional information relating to goodwill, see Note
5.
Loan Servicing Rights
For residential real estate loans that are sold with servicing retained, servicing rights are initially recorded at fair value in other assets
and gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts. The servicing asset is
subsequently measured using the amortization method which requires the servicing rights to be amortized into non-interest income in
proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Loan servicing rights are evaluated for impairment based upon the fair value of the servicing rights compared to the carrying value.
Impairment is recognized through a valuation allowance, to the extent that fair value is less than the carrying value. If the Company
later determines that all or a portion of the impairment no longer exists, a reduction in the valuation allowance may be recorded.
Changes in the valuation allowance are recorded in other income. The fair value of the servicing assets are subject to significant
fluctuations as a result of changes in estimated actual prepayment speeds and default rates and losses.
Servicing fee income is recognized in other income for fees earned for servicing loans. The fees are based on contractual percentage
of the outstanding principal; or a fixed amount per loan and is recorded when earned. The amortization of loan servicing fees is netted
against loan servicing fee income. For additional information relating to loan servicing rights, see Note 6.
Equity Securities
Non-marketable equity securities primarily consist of Federal Home Loan Bank (“FHLB”) stock. FHLB stock is restricted because
such stock may only be sold to FHLB at its par value. Due to restrictive terms, and the lack of a readily determinable fair value,
75
FHLB stock is carried at cost and evaluated for impairment. The investments in FHLB stock are required investments related to the
Company’s borrowings from FHLB. FHLB obtains its funding primarily through issuance of consolidated obligations of the FHLB
system. The U.S. government does not guarantee these obligations, and each of the regional FHLBs is jointly and severally liable for
repayment of each other’s debt.
The Company also has an insignificant amount of marketable equity securities that are included in other assets on the Company’s
statements of financial condition. Marketable equity securities with readily determinable fair values are measured at fair value and
changes in fair value are recognized in other income. Marketable equity securities without readily determinable fair values are carried
at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the
identical or a similar investment.
Other Borrowings
Borrowings of the Company’s consolidated variable interest entities and finance lease arrangements are included in other borrowings.
For additional information relating to VIE’s, see Note 7.
Bank-Owned Life Insurance
The Company maintains bank-owned life insurance policies on certain current and former employees and directors, which are
recorded at their cash surrender values as determined by the insurance carriers. The appreciation in the cash surrender value of the
policies is recognized as a component of other non-interest income in the Company’s statements of operations.
Derivatives and Hedging Activities
The Company is exposed to certain risks relating to its ongoing operations. The primary risk managed by using derivative instruments
is interest risk. Interest rate caps and interest rate swaps have been entered into to manage interest rate risk associated with variable
rate borrowings and were designated as cash flow hedges. The Company does not enter into derivative instruments for trading or
speculative purposes.
These cash flow hedges were recognized as assets or liabilities on the Company’s statements of financial condition and were measured
at fair value. Cash flows resulting from the interest rate derivative financial instruments that were accounted for as hedges of assets
and liabilities were classified in the Company’s cash flow statement in the same category as the cash flows of the items being hedged.
For additional information relating to the interest rate caps and interest rate swap agreements, see Note 11.
Revenue Recognition
The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration
to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and
loans. Revenue from contracts with customers within the scope of ASC Topic 606 was $82,850,000, $65,194,000, and $54,520,000
for the years ended December 31, 2022, 2021, and 2020, respectively, and largely consisted of revenue from service charges and other
fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with
customers, an insignificant amount of receivables related to such revenue was recorded at December 31, 2022 and 2021 and there were
no impairment losses recognized. Policies specific to revenue from contracts with customers include the following:
Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements
with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit
accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty
and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are
recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service
charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a
monthly basis.
Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association
networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to
compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card
association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are
provided.
Stock-based Compensation
Stock-based compensation awards granted, comprised of restricted stock units and stock options, are valued at fair value and
compensation cost is recognized on a straight-line basis over the requisite service period of each award. The impact of forfeitures of
stock-based compensation awards on compensation expense is recognized as forfeitures occur. For additional information relating to
stock-based compensation, see Note 13.
76
Advertising and Promotion
Advertising and promotion costs are recognized in the period incurred.
Income Taxes
The Company’s income tax expense consists of current and deferred income tax expense. Current income tax expense reflects taxes to
be paid or refunded for the current period by applying the provisions of enacted tax law to earnings or losses. Deferred income tax
expense results from changes in deferred tax assets and liabilities between periods. The Company recognizes interest and penalties
related to income tax matters in income tax expense.
Deferred tax assets and liabilities are recognized for estimated future income tax consequences attributable to differences between the
financial statement carrying amounts of assets and liabilities and their respective tax bases. The effect on deferred tax assets and
liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date of applicable laws.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that
some portion or all of the deferred tax assets will not be realized. The term more-likely-than-not means a likelihood of more than 50
percent. The recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to
the Company’s judgment. In assessing the need for a valuation allowance, the Company considers both positive and negative
evidence. For additional information relating to income taxes, see Note 16.
Comprehensive Income
Comprehensive income consists of net income and OCI. OCI includes unrealized gains and losses, net of tax effect, on available-for-
sale securities, including transferred debt securities, and derivatives used for cash flow hedges. When OCI is reclassified into net
income (loss), the tax effect is recognized in income tax expense. For additional information relating to OCI, see Note 17.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding
during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding
stock options were exercised and restricted stock units were vested, using the treasury stock method. For additional information
relating to earnings per share, see Note 18.
Reclassifications
Certain reclassifications have been made to the 2022 and 2021 financial statements to conform to the 2022 presentation.
Accounting Guidance Adopted in 2022
The Accounting Standards Codification™ (“ASC”) is the Financial Accounting Standards Board (“FASB”) officially recognized
source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative
GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The Company has not adopted any
Accounting Standards Updates (“ASU”) in the current year that may have had a material effect on the Company’s financial position or
results of operations.
Accounting Guidance Pending Adoption at December 31, 2022
The following provides a description of a recently issued but not yet effective ASU that could have a material effect on the Company’s
financial position or results of operations.
ASU 2022-02 - Troubled Debt Restructurings and Vintage Disclosures. In March 2022, FASB amended Subtopic ASC 310-40 and
Subtopic 326-20 relating to post-current expected credit losses (“CECL”) (ASU 2016-13) implementation areas including TDRs and
vintage disclosures. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 326-40,
while enhancing disclosure requirements. The amendments to Subtopic 326-20 require an entity to disclose current-period gross
write-offs by year of origination for financing receivables within the scope of Subtopic 326-20. For entities that have adopted CECL,
the amendments are effective for public business entities the first interim and annual reporting periods beginning after December 15,
2022. Early adoption is permitted if an entity has adopted CECL and the entity may elect to adopt the amendments about TDRs and
related disclosure enhancements separately from the amendments related to vintage disclosures. The Company adopted the
amendments beginning January 1, 2023. The Company adjusted its processes and procedures related to the amendments and it did not
have a material impact to the Company’s financial position and result of operations.
ASU 2020-04, ASU 2021-01, ASU 2022-06 - Reference Rate Reform. In March 2020, FASB amended topic 848 related to the
facilitation of the effects of reference rate reform on financial reporting. The amendment provides optional guidance for a limited
period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging
relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR.”) These updates are effective
77
immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on
or before December 31, 2024. The Company is currently evaluating its contracts and the optional expedients provided by this update,
but does not expect the adoption of this guidance to have a material impact to the financial statements.
Note 2. Debt Securities
The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt
securities:
(Dollars in thousands)
Available-for-sale
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total available-for-sale
Held-to-maturity
U.S. government and federal agency
State and local governments
Residential mortgage-backed securities
Total held-to-maturity
(Dollars in thousands)
Available-for-sale
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total available-for-sale
Held-to-maturity
State and local governments
Total held-to-maturity
Amortized
Cost
December 31, 2022
Gross
Unrealized
Gains
Gross
Unrealized
Losses
$
487,320
320,157
137,033
27,101
3,706,427
1,252,065
5,930,103
846,046
1,682,640
1,186,366
3,715,052
23
—
709
—
6
347
1,085
—
1,045
—
1,045
Amortized
Cost
December 31, 2021
Gross
Unrealized
Gains
Gross
Unrealized
Losses
$
1,356,171
241,687
461,414
175,697
5,744,505
1,195,949
9,175,423
1,199,164
1,199,164
174
2
27,567
5,072
9,420
25,882
68,117
22,878
22,878
Fair
Value
444,727
287,364
132,993
26,109
3,267,341
1,148,773
5,307,307
(42,616)
(32,793)
(4,749)
(992)
(439,092)
(103,639)
(623,881)
(83,796)
(248,233)
(109,276)
(441,305)
762,250
1,435,452
1,077,090
3,274,792
Fair
Value
1,346,749
240,693
488,858
180,752
5,699,659
1,214,138
9,170,849
(9,596)
(996)
(123)
(17)
(54,266)
(7,693)
(72,691)
(1,159)
(1,159)
1,220,883
1,220,883
Total debt securities
$
9,645,155
2,130
(1,065,186)
8,582,099
Total debt securities
$
10,374,587
90,995
(73,850)
10,391,732
78
Maturity Analysis
The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual
maturity at December 31, 2022. Actual maturities may differ from expected or contractual maturities since some issuers have the right
to prepay obligations with or without prepayment penalties.
(Dollars in thousands)
Due within one year
Due after one year through five years
Due after five years through ten years
Due after ten years
Mortgage-backed securities 1
Total
December 31, 2022
Available-for-Sale
Held-to-Maturity
Amortized Cost
Fair Value
Amortized Cost
Fair Value
$
$
2,211
854,342
55,039
60,019
971,611
4,958,492
5,930,103
2,193
778,697
53,075
57,228
891,193
4,416,114
5,307,307
2,845
658,446
409,209
1,458,186
2,528,686
1,186,366
3,715,052
2,836
600,431
371,607
1,222,828
2,197,702
1,077,090
3,274,792
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment
speeds.
Sales and Calls of Debt Securities
Proceeds from sales and calls of debt securities and the associated gains and losses that have been included in earnings are listed
below:
(Dollars in thousands)
Available-for-sale
Proceeds from sales and calls of debt securities
Gross realized gains 1
Gross realized losses 1
Held-to-maturity
Proceeds from calls of debt securities
Gross realized gains 1
Gross realized losses 1
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
428,225
3,357
(2,021)
28,210
64
(780)
188,431
984
(194)
48,475
3
(1,431)
240,521
1,400
(262)
32,735
1
—
______________________________
1 The gain or loss on the sale or call of each debt security is determined by the specific identification method.
At December 31, 2022 and 2021, the Company had debt securities with carrying values of $2,768,229,000 and $2,687,652,000,
respectively, pledged as collateral to FHLB, FRB, securities sold under agreements to repurchase (“repurchase agreements”), and for
deposits of several state and local government units.
79
Allowance for Credit Losses - Available-For-Sale Debt Securities
In assessing whether a credit loss existed on available-for-sale debt securities with unrealized losses, the Company compared the
present value of cash flows expected to be collected from the debt securities with the amortized cost basis of the debt securities. In
addition, the following factors were evaluated individually and collectively in determining the existence of expected credit losses:
•
•
•
•
•
credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s
[“S&P”] and Moody’s);
extent to which the fair value is less than cost;
adverse conditions, if any, specifically related to the impaired securities, including the industry and geographic area;
the overall deal and payment structure of the debt securities, including the investor entity’s position within the structure,
underlying obligors, financial condition and near-term prospects of the issuer, including specific events which may affect the
issuer’s operations or future earnings, and credit support or enhancements; and
failure of the issuer and underlying obligors, if any, to make scheduled payments of interest and principal.
The following table summarizes available-for-sale debt securities that were in an unrealized loss position for which an ACL has not
been recorded, based on the length of time the individual securities have been in an unrealized loss position. The number of available-
for-sale debt securities in an unrealized position is also disclosed.
(Dollars in thousands)
Available-for-sale
U.S. government and federal agency
U.S. government sponsored
enterprises
State and local governments
Corporate bonds
Residential mortgage-backed
securities
Commercial mortgage-backed
securities
Total available-for-sale
December 31, 2022
Number
of
Securities
Less than 12 Months
Fair
Value
Unrealized
Loss
12 Months or More
Fair
Value
Unrealized
Loss
Total
Fair
Value
Unrealized
Loss
56 $
4,150
(64) 435,375
(42,552) 439,525
(42,616)
14
121
5
—
71,512
25,146
—
(2,109)
(992)
287,364
20,753
—
(32,793) 287,364
92,265
(2,640)
25,146
—
(32,793)
(4,749)
(992)
441
301,548
(24,581) 2,965,512
(414,511) 3,267,060
(439,092)
673,102
157
794 $ 1,075,458
(41,984) 435,176
(69,730) 4,144,180
(61,655) 1,108,278
(554,151) 5,219,638
(103,639)
(623,881)
(Dollars in thousands)
Available-for-sale
U.S. government and federal agency
U.S. government sponsored
enterprises
State and local governments
Corporate bonds
Residential mortgage-backed
securities
Commercial mortgage-backed
securities
Total available-for-sale
December 31, 2021
Number
of
Securities
Less than 12 Months
Fair
Value
Unrealized
Loss
12 Months or More
Fair
Value
Unrealized
Loss
Total
Fair
Value
Unrealized
Loss
50 $ 1,329,399
(9,344)
5,457
(252) 1,334,856
(9,596)
11
10
3
239,928
11,080
12,483
(996)
(83)
(17)
—
1,760
—
—
(40)
—
239,928
12,840
12,483
(996)
(123)
(17)
151
5,335,632
(53,434)
53,045
(832) 5,388,677
(54,266)
302,784
38
263 $ 7,231,306
(3,316) 126,798
(67,190) 187,060
(4,377) 429,582
(5,501) 7,418,366
(7,693)
(72,691)
With respect to severity, the majority of available-for-sale debt securities with unrealized loss positions at December 31, 2022 have
unrealized losses as a percentage of book value of less than five percent. A substantial portion of such securities were issued by
Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Government
National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or
more of the NRSRO entities in the four highest credit rating categories. All of the Company’s available-for-sale debt securities with
unrealized loss positions at December 31, 2022 have been determined to be investment grade.
80
The Company did not have any past due available-for-sale debt securities as of December 31, 2022 and December 31, 2021,
respectively. Accrued interest receivable on available-for-sale debt securities totaled $10,518,000 and $18,788,000 at December 31,
2022 and December 31, 2021, respectively, and was excluded from the estimate of credit losses.
During the period ended December 31, 2021, the Company acquired available-for-sale debt securities from the secondary market and
through the Altabank acquisition. Such securities were evaluated and it was determined there were no PCD securities, so no
allowance for credit losses was recorded.
Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2022, the Company determined
the decline in value was unrelated to credit losses and was primarily the result of changes in interest rates and market spreads
subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities
approach maturity. In addition, as of December 31, 2022, management determined it did not intend to sell available-for-sale debt
securities with unrealized losses, and there was no expected requirement to sell such securities before recovery of their amortized cost.
As a result, no ACL was recorded on available-for-sale debt securities at December 31, 2022. As part of this determination, the
Company considered contractual obligations, regulatory constraints, liquidity, capital, asset/liability management and securities
portfolio objectives and whether or not any of the Company’s investment securities were managed by third-party investment funds.
Allowance for Credit Losses - Held-To-Maturity Debt Securities
The Company measured expected credit losses on held-to-maturity debt securities on a collective basis by major security type and
NRSRO credit ratings, which is the Company’s primary credit quality indicator for state and local government securities. The estimate
of expected credit losses considered historical credit loss information that was adjusted for current conditions as well as reasonable
and supportable forecasts. The following table summarizes the amortized cost of held-to-maturity municipal bonds aggregated by
NRSRO credit rating:
(Dollars in thousands)
Municipal bonds held-to-maturity
S&P: AAA / Moody’s: Aaa
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
S&P: A+, A, A- / Moody’s: A1, A2, A3
Not rated by either entity
Total municipal bonds held-to-maturity
December 31,
2022
December 31,
2021
$
$
430,542
1,206,441
37,162
8,495
1,682,640
316,899
841,616
39,078
1,571
1,199,164
The Company’s municipal bonds in the held-to-maturity debt securities portfolio is primarily comprised of general obligation and
revenue bonds with NRSRO ratings in the four highest credit rating categories. All of the Company’s municipal bonds that are
classified as held-to-maturity debt securities at December 31, 2022 have been determined to be investment grade. Held-to-maturity
debt securities included in the Company’s U.S. government and federal agency and residential mortgage-backed security categories
are issued and guaranteed by the U.S. Treasury, Fannie Mae, Freddie Mac, Ginnie Mae and other agencies of the U.S. government
and are considered to be zero-loss securities. This determination is in consideration of the explicit and implicit guarantees by the US
Government, the US Government’s ability to print its own currency, a history of no credit losses by the US Government and noted
agencies and the current economic and financial condition of the United States and US Government providing no indication the zero-
loss determination is unjustified.
As of December 31, 2022 and December 31, 2021, the Company did not have any held-to-maturity debt securities past due. Accrued
interest receivable on held-to-maturity debt securities totaled $17,524,000 and $8,737,000 at December 31, 2022 and December 31,
2021, respectively, and were excluded from the estimate of credit losses.
Based on the Company’s evaluation, an insignificant amount of credit losses is expected on the held-to-maturity debt securities
portfolio; therefore, no ACL was recorded at December 31, 2022 or December 31, 2021.
81
Note 3. Loans Receivable, Net
The following table presents loans receivable for each portfolio segment of loans:
(Dollars in thousands)
Residential real estate
Commercial real estate
Other commercial
Home equity
Other consumer
Loans receivable
Allowance for credit losses
Loans receivable, net
Net deferred origination (fees) costs included in loans receivable
Net purchase accounting (discounts) premiums included in loans receivable
Accrued interest receivable on loans
December 31,
2022
December 31,
2021
$
$
$
$
$
1,446,008
9,797,047
2,799,668
822,232
381,857
15,246,812
1,051,883
8,630,831
2,664,190
736,288
348,839
13,432,031
(182,283)
15,064,529
(172,665)
13,259,366
(25,882)
(17,832)
54,971
(21,667)
(25,166)
49,133
Substantially all of the Company’s loans receivable are with borrowers in the Company’s geographic market areas. Although the
Company has a diversified loan portfolio, a substantial portion of borrowers’ ability to service their obligations is dependent upon the
economic performance in the Company’s market areas.
Other than purchases through bank acquisitions, the Company had no significant purchases or sales of portfolio loans or
reclassification of loans held for investment to loans held for sale during 2022 and 2021.
At December 31, 2022, the Company had loans of $10,520,643,000 pledged as collateral for FHLB advances and FRB discount
window. The Company is subject to regulatory limits for the amount of loans to any individual borrower and the Company is in
compliance with this regulation as of December 31, 2022 and 2021. No borrower had outstanding loans or commitments exceeding
10 percent of the Company’s consolidated stockholders’ equity as of December 31, 2022.
The Company has entered into transactions with its executive officers and directors and their affiliates. The aggregate amount of loans
outstanding to such related parties at December 31, 2022 and 2021 was $101,637,000 and $125,034,000, respectively. During 2022,
transactions included new loans to such related parties of $21,710,000, repayments of $9,919,000, and further reduced by $35,188,000
due to change in related parties. In management’s opinion, such loans were made in the ordinary course of business and were made on
substantially the same terms as those prevailing at the time for comparable transaction with other persons.
82
Allowance for Credit Losses - Loans Receivable
The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on
loans. The following tables summarize the activity in the ACL:
(Dollars in thousands)
Balance at beginning of period
Provision for credit losses
Charge-offs
Recoveries
Balance at end of period
(Dollars in thousands)
Balance at beginning of period
Acquisitions
Provision for credit losses
Charge-offs
Recoveries
Balance at end of period
(Dollars in thousands)
Balance at beginning of period
Impact of adopting CECL
Acquisitions
Provision for credit losses
Charge-offs
Recoveries
Balance at end of period
Year ended December 31, 2022
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
$ 172,665
17,433
(14,970)
7,155
$ 182,283
16,458
3,162
(17)
80
19,683
117,901
7,231
(2,171)
2,855
125,816
24,703
(704)
(4,201)
1,656
21,454
8,566
1,943
(85)
335
10,759
5,037
5,801
(8,496)
2,229
4,571
Year ended December 31, 2021
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
$ 158,243
371
16,380
(11,594)
9,265
$ 172,665
9,604
—
6,517
86,999
309
28,996
(38)
375
16,458
(279)
1,876
117,901
49,133
62
(23,444)
(4,826)
3,778
24,703
8,182
—
186
(45)
243
8,566
4,325
—
4,125
(6,406)
2,993
5,037
Year ended December 31, 2020
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
$ 124,490
3,720
49
37,637
(13,808)
6,155
$ 158,243
10,111
3,584
—
(4,131)
(21)
61
9,604
69,496
10,533
49
9,324
(3,497)
1,094
86,999
36,129
(13,759)
—
29,812
(4,860)
1,811
49,133
4,937
3,400
—
(27)
(384)
256
8,182
3,817
(38)
—
2,659
(5,046)
2,933
4,325
As a result of the adoption of the current expected credit losses (“CECL”) accounting standard, the Company adjusted the January 1,
2020 ACL balances within each loan segment to reflect the changes from the incurred loss model to the current expected credit loss
model which resulted in increases and decreases in each loan segment based on, among other factors, quantitative and qualitative
assumptions and the economic forecast to estimate the provision for credit losses over the expected life of the loans. During the year
ended December 31, 2022, the ACL increased primarily as a result of organic loan growth. During the year ended December 31,
2021, the ACL increased primarily as a result of the $18,056,000 provision for credit losses recorded as a result of the Alta acquisition.
During the year ended December 31, 2020, primarily as a result of the COVID-19 pandemic, there was a significant increase in the
overall ACL and increases and decreases within certain loan segments. In addition, during 2020 the acquisition of SBAZ resulted in a
$4,794,000 increase in the ACL due to the provision for credit losses recorded subsequent to the acquisition date.
83
The sizeable charge-offs in the other consumer loan segment is driven by deposit overdraft charge-offs which typically experience
high charge-off rates and the amounts were comparable to historical trends. The other segments experience routine charge-offs and
recoveries, with occasional large credit relationships charge-offs and recoveries that cause fluctuations from prior periods. During the
year ended December 31, 2022, there have been no significant changes to the types of collateral securing collateral-dependent loans.
During the year ended December 31, 2021, the Company acquired loans through the Alta acquisition. Such loans were evaluated at
acquisition date and it was determined there were PCD loans totaling $58,576,000 with an ACL of $371,000. There was also a
premium associated with such loans of $840,000, which was attributable to changes in interest rates and other factors such as liquidity
as of acquisition date.
During the year ended December 31, 2020, the Company acquired loans through the SBAZ acquisition. Such loans were evaluated at
acquisition date and it was determined there were PCD loans totaling $3,401,000 with an ACL of $49,000. There was also a discount
associated with such loans of $13,000, which was attributable to changes in interest rates and other factors such as liquidity as of
acquisition date.
Aging Analysis
The following tables present an aging analysis of the recorded investment in loans:
(Dollars in thousands)
Accruing loans 30-59 days past due
Accruing loans 60-89 days past due
Accruing loans 90 days or more past due
$
Non-accrual loans with no ACL
Non-accrual loans with ACL
Total past due and
non-accrual loans
Current loans receivable
Total loans receivable
Total
Residential
Real Estate
December 31, 2022
Other
Commercial
Commercial
Real Estate
Home
Equity
Other
Consumer
16,331
4,636
1,559
31,036
115
2,796
142
215
2,236
—
5,462
2,865
472
22,943
—
4,192
297
542
3,790
56
754
529
138
1,234
—
3,127
803
192
833
59
53,677
15,193,135
$ 15,246,812
5,389
1,440,619
1,446,008
31,742
9,765,305
9,797,047
8,877
2,790,791
2,799,668
2,655
819,577
822,232
5,014
376,843
381,857
(Dollars in thousands)
Accruing loans 30-59 days past due
Accruing loans 60-89 days past due
Accruing loans 90 days or more past due
$
Non-accrual loans with no ACL
Non-accrual loans with ACL
Total past due and non-accrual loans
Current loans receivable
Total loans receivable
Total
Residential
Real Estate
December 31, 2021
Other
Commercial
Commercial
Real Estate
Home
Equity
Other
Consumer
38,081
12,485
17,141
28,961
21,571
2,132
457
223
2,162
255
26,063
9,537
15,345
20,040
448
5,464
1,652
1,383
4,563
20,765
1,582
512
57
1,712
99
2,840
327
133
484
4
118,239
13,313,792
$ 13,432,031
5,229
1,046,654
1,051,883
71,433
8,559,398
8,630,831
33,827
2,630,363
2,664,190
3,962
732,326
736,288
3,788
345,051
348,839
The Company had $1,175,000, $660,000, and $832,000 of interest reversed on non-accrual loans during the year ended December 31,
2022, December 31, 2021, and December 31, 2020, respectively.
84
Collateral-Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be
provided substantially through the operation or sale of the collateral. The collateral on the loans is a significant portion of what
secures the collateral-dependent loans and significant changes to the fair value of the collateral can impact the ACL. During 2022,
there were no significant changes to collateral which secures the collateral-dependent loans, whether due to general deterioration or
other reasons. The following table presents the amortized cost basis of collateral-dependent loans by collateral type:
(Dollars in thousands)
Business assets
Residential real estate
Other real estate
Other
Total
(Dollars in thousands)
Business assets
Residential real estate
Other real estate
Other
Total
Total
Residential
Real Estate
December 31, 2022
Other
Commercial
Commercial
Real Estate
Home
Equity
Other
Consumer
3,172
5,061
33,125
1,155
42,513
—
2,407
49
—
2,456
32
990
32,333
—
33,355
3,140
318
300
530
4,288
—
1,201
75
—
1,276
—
145
368
625
1,138
Total
Residential
Real Estate
December 31, 2021
Other
Commercial
Commercial
Real Estate
Home
Equity
Other
Consumer
25,182
4,625
32,093
1,525
63,425
—
2,369
48
—
2,417
57
280
30,996
—
31,333
25,125
115
597
1,241
27,078
—
1,694
116
—
1,810
—
167
336
284
787
$
$
$
$
Restructured Loans
A restructured loan is considered a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties,
grants a concession to the debtor that it would not otherwise consider. There were no TDRs that occurred during the years ended
December 31, 2022, and December 31, 2021, respectively, that subsequently defaulted. The following tables present TDRs that
occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted
during the periods presented:
(Dollars in thousands)
TDRs that occurred during the period
Number of loans
Pre-modification recorded balance
Post-modification recorded balance
(Dollars in thousands)
TDRs that occurred during the period
Number of loans
Pre-modification recorded balance
Post-modification recorded balance
Year ended December 31, 2022
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
11
5,616
6,346
1
31
31
4
4,266
4,862
6
1,319
1,453
—
—
—
—
—
—
Year ended December 31, 2021
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
12
2,442
2,442
1
210
210
5
1,473
1,473
3
554
554
1
54
54
2
151
151
$
$
$
$
85
(Dollars in thousands)
TDRs that occurred during the period
Number of loans
Pre-modification recorded balance
Post-modification recorded balance
TDRs that subsequently defaulted
Number of loans
Recorded balance
Year ended December 31, 2020
Total
Residential
Real Estate
Commercial
Real Estate
Other
Commercial
Home
Equity
Other
Consumer
16
14,945
14,945
1
145
$
$
$
1
210
210
—
—
10
13,392
13,392
1
145
4
1,304
1,304
—
—
1
39
39
—
—
—
—
—
—
—
The modifications for the loans designated as TDRs during the years ended December 31, 2022, 2021 and 2020 included one or a
combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.
In addition to the loans designated as TDRs during the period provided in the preceding tables, the Company had TDRs with pre-
modification loan balances of $1,253,000, $1,628,000 and $2,278,000 for the years ended December 31, 2022, 2021 and 2020,
respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in other
commercial loan segment for the years ended December 31, 2022 and December 31, 2021, and commercial real estate loan segment
for the year ended December 31, 2020. At December 31, 2022 and 2021, the Company had $270,000 and $102,000, respectively, of
consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At
December 31, 2022 and 2021, the Company had no OREO secured by residential real estate properties.
There were $437,000 and $1,054,000 of additional unfunded commitments on TDRs outstanding at December 31, 2022 and 2021,
respectively. The amount of charge-offs on TDRs during 2022, 2021 and 2020 was $0, $0 and $453,000, respectively.
86
Credit Quality Indicators
The Company categorizes commercial real estate and other commercial loans into risk categories based on relevant information about
the ability of borrowers to service their obligations. The following tables present the amortized cost in commercial real estate and
other commercial loans based on the Company’s internal risk rating. The date of a modification, renewal or extension of a loan is
considered for the year of origination if the terms of the loan are as favorable to the Company as the terms are for a comparable loan to
other borrowers with similar credit risk.
(Dollars in thousands)
Commercial real estate loans
Term loans by origination year
2022
2021
2020
2019
2018
Prior
Revolving loans
Total
Other commercial loans 1
Term loans by origination year
2022
2021
2020
2019
2018
Prior
Revolving loans
Total
______________________________
1 Includes PPP loans.
Total
Pass
December 31, 2022
Special
Mention
Substandard
Doubtful/
Loss
$ 2,584,831
2,457,790
1,274,852
744,634
658,268
1,851,965
224,707
$ 9,797,047
$
603,393
573,273
308,555
191,498
140,122
404,319
578,508
$ 2,799,668
2,578,558
2,454,696
1,269,254
709,246
634,316
1,787,941
224,629
9,658,640
599,498
569,542
304,179
185,748
135,727
398,523
567,770
2,760,987
—
—
—
—
—
1,416
—
1,416
371
—
—
—
—
114
—
485
6,273
3,094
5,598
35,388
23,952
62,576
78
136,959
3,469
2,707
4,373
5,748
4,394
5,322
10,604
36,617
—
—
—
—
—
32
—
32
55
1,024
3
2
1
360
134
1,579
87
(Dollars in thousands)
Commercial real estate loans
Term loans by origination year
2021
2020
2019
2018
2017
Prior
Revolving loans
Total
Other commercial loans 1
Term loans by origination year
2021
2020
2019
2018
2017
Prior
Revolving loans
Total
______________________________
1 Includes PPP loans.
Total
Pass
December 31, 2021
Special
Mention
Substandard
Doubtful/
Loss
$ 2,679,564
1,512,845
952,039
808,275
665,733
1,677,875
334,500
$ 8,630,831
$
751,151
429,500
235,591
188,009
209,287
312,852
537,800
$ 2,664,190
2,677,540
1,499,895
919,091
788,292
624,018
1,621,819
332,696
8,463,351
746,709
420,547
226,614
179,679
207,509
297,926
507,258
2,586,242
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,024
12,950
32,948
19,983
41,715
56,030
1,803
167,453
4,442
8,952
8,974
8,329
1,775
14,275
30,526
77,273
—
—
—
—
—
26
1
27
—
1
3
1
3
651
16
675
88
For residential real estate, home equity and other consumer loan segments, the Company evaluates credit quality primarily on the
aging status of the loan. The following tables present the amortized cost in residential real estate, home equity and other consumer
loans based on payment performance:
(Dollars in thousands)
Residential real estate loans
Term loans by origination year
2022
2021
2020
2019
2018
Prior
Revolving loans
Total
Home equity loans
Term loans by origination year
2022
2021
2020
2019
2018
Prior
Revolving loans
Total
Other consumer loans
Term loans by origination year
2022
2021
2020
2019
2018
Prior
Revolving loans
Total
December 31, 2022
Total
Performing
30-89 Days
Past Due
Non-Accrual
and 90 Days
or More Past
Due
$
543,469
552,748
116,810
45,055
37,252
149,292
1,382
$ 1,446,008
543,023
551,756
116,543
44,604
36,993
146,318
1,382
1,440,619
$
$
$
$
60
77
82
225
594
7,165
814,029
822,232
152,685
94,210
49,257
20,432
10,598
16,014
38,661
381,857
60
77
82
195
594
6,868
811,701
819,577
149,702
93,749
48,990
20,166
9,970
15,786
38,480
376,843
446
992
136
451
—
913
—
2,938
—
—
—
—
—
131
1,152
1,283
2,825
421
212
96
91
106
179
3,930
—
—
131
—
259
2,061
—
2,451
—
—
—
30
—
166
1,176
1,372
158
40
55
170
537
122
2
1,084
89
(Dollars in thousands)
Residential real estate loans
Term loans by origination year
2021
2020
2019
2018
2017
Prior
Revolving loans
Total
Home equity loans
Term loans by origination year
2021
2020
2019
2018
2017
Prior
Revolving loans
Total
Other consumer loans
Term loans by origination year
2021
2020
2019
2018
2017
Prior
Revolving loans
Total
December 31, 2021
Total
Performing
30-89 Days
Past Due
Non-Accrual
and 90 Days
or More Past
Due
$
427,814
179,395
66,543
51,095
42,181
146,299
138,556
$ 1,051,883
427,318
178,016
66,470
50,816
42,005
143,473
138,556
1,046,654
$
$
$
$
871
303
1,293
1,329
886
11,494
720,112
736,288
151,407
80,531
37,036
19,563
8,591
17,763
33,948
348,839
871
303
1,260
1,328
886
10,589
717,089
732,326
150,910
80,072
36,647
19,268
8,506
15,968
33,680
345,051
496
1,232
—
—
—
861
—
2,589
—
—
—
—
—
576
1,518
2,094
469
443
187
144
78
1,589
257
3,167
—
147
73
279
176
1,965
—
2,640
—
—
33
1
—
329
1,505
1,868
28
16
202
151
7
206
11
621
90
Note 4. Premises and Equipment
Premises and equipment, net of accumulated depreciation, consist of the following:
(Dollars in thousands)
Land
Buildings and construction in progress
Furniture, fixtures and equipment
Leasehold improvements
Accumulated depreciation
Net premises and equipment, excluding ROU assets
ROU assets
Net premises and equipment
December 31,
2022
December 31,
2021
$
$
74,285
306,857
115,370
15,394
(184,851)
327,055
71,045
398,100
75,110
292,371
113,650
14,935
(173,647)
322,419
50,178
372,597
Leases
The Company leases certain land, premises and equipment from third parties. ROU assets for operating and finance leases are
included in net premises and equipment and lease liabilities are included in other liabilities and other borrowed funds, respectively, on
the Company’s statements of financial condition. The following table summarizes the Company’s leases:
(Dollars in thousands)
ROU assets
Accumulated depreciation
Net ROU assets
Lease liabilities
December 31, 2022
December 31, 2021
Finance
Leases
Operating
Leases
Finance
Leases
Operating
Leases
$
$
$
30,254
(2,760)
27,494
28,204
43,551
46,579
5,995
(516)
5,479
5,781
44,699
47,901
Weighted-average remaining lease term
Weighted-average discount rate
12 years
3.6 %
17 years
3.6 %
23 years
2.6 %
16 years
3.4 %
91
Maturities of lease liabilities consist of the following:
(Dollars in thousands)
Maturing within one year
Maturing one year through two years
Maturing two years through three years
Maturing three years through four years
Maturing four years through five years
Thereafter
Total lease payments
Present value of lease payments
Short-term
Long-term
Total present value of lease payments
December 31, 2022
Finance
Leases
Operating
Leases
$
4,927
4,422
4,430
4,440
4,449
11,713
34,381
3,987
24,217
28,204
4,555
4,644
4,457
4,358
4,093
42,589
64,696
2,993
43,586
46,579
18,117
Difference between lease payments and present value of lease payments
$
6,177
The components of lease expense consist of the following:
(Dollars in thousands)
Finance lease cost
Amortization of ROU assets
Interest on lease liabilities
Operating lease cost
Short-term lease cost
Variable lease cost
Sublease income
Total lease expense
Year ended
December 31,
2022
December 31,
2021
2,249
565
5,927
428
1,291
(43)
10,417
245
151
5,668
353
1,018
(42)
7,393
Supplemental cash flow information related to leases is as follows:
(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows
Financing cash flows
______________________________
N/A - Not applicable
Year ended
December 31, 2022
December 31, 2021
Finance
Leases
Operating
Leases
Finance
Leases
Operating
Leases
$
566
2,355
3,961
N/A
151
110
3,381
N/A
The Company also leases office space to third parties through operating leases. Rent income from these leases for the year ended
December 31, 2022 and 2021 was not significant.
92
Note 5. Other Intangible Assets and Goodwill
The following table sets forth information regarding the Company’s core deposit intangibles:
(Dollars in thousands)
Gross carrying value
Accumulated amortization
Net carrying value
Aggregate amortization expense
Estimated amortization expense for the years ending December 31,
2023
2024
2025
2026
2027
December 31,
2022
At or for the Years ended
December 31,
2021
December 31,
2020
$
$
$
$
95,120
(53,519)
41,601
95,120
(42,861)
52,259
88,099
(32,590)
55,509
10,658
10,271
10,370
9,731
8,815
7,611
6,561
5,603
Core deposit intangibles increased $0, $7,021,000 and $2,593,000 during 2022, 2021 and 2020, respectively, due to acquisitions. For
additional information relating to acquisitions, see Note 23.
The following schedule discloses the changes in the carrying value of goodwill:
(Dollars in thousands)
Net carrying value at beginning of period
Acquisitions and adjustments
Net carrying value at end of period
December 31,
2022
$
$
985,393
—
985,393
Years ended
December 31,
2021
December 31,
2020
514,013
471,380
985,393
456,418
57,595
514,013
The Company evaluates goodwill for possible impairment utilizing a control premium analysis. The analysis first calculates the
market capitalization and then adjusts such value for a control premium range which results in an implied fair value. The control
premium range is determined based on historical control premiums for acquisitions that are comparable to the Company and is
obtained from an independent third party. The calculated implied fair value is then compared to the book value to determine whether
the Company needs to proceed to step two of the goodwill impairment assessment. The Company performed its annual goodwill
impairment test during the third quarter of 2022 and determined the fair value of the aggregated reporting units exceeded the carrying
value, such that the Company’s goodwill was not considered impaired. In recognition, there were no events or circumstances that
occurred during the fourth quarter of 2022 that would more-likely-than-not reduce the fair value of a reporting unit below its carrying
value, the Company did not perform interim testing at December 31, 2022. Changes in the economic environment, operations of the
aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could
result in a goodwill impairment in the future. Accumulated impairment charges were $40,159,000 as of December 31, 2022 and 2021.
93
Note 6. Loan Servicing
Mortgage loans that are serviced for others are not reported as assets, only the servicing rights are recorded and included in other
assets. The following schedules disclose the change in the carrying value of mortgage servicing rights that is included in other assets,
principal balances of loans serviced and the fair value of mortgage servicing rights:
(Dollars in thousands)
Carrying value at beginning of period
Acquisitions
Additions
Amortization
Carrying value at end of period
Principal balances of loans serviced for others
Fair value of servicing rights
Note 7. Variable Interest Entities
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
$
$
$
12,839
—
2,461
(1,812)
13,488
8,976
1,354
4,435
(1,926)
12,839
1,618
—
8,298
(940)
8,976
1,661,294
19,716
1,639,058
16,938
1,269,080
12,087
A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s
equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support
from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest;
and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or
receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with
disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary,
which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the
VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or
the right to receive benefits from the VIE that could potentially be significant to the VIE.
The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary
beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary.
A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a
VIE.
Consolidated Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets
Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed
communities and promotes economic improvements through the development of successful businesses in these communities. The
NMTC is available to investors over seven years and is subject to recapture if certain events occur during such period. The maximum
exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit
protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the
variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the
characteristics of a primary beneficiary; however, the related party group does meet the criteria as a group and substantially all of the
activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary
of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements.
The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on
the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the
Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans
originated, principal collected on loans and change in other borrowed funds.
The Bank is also the sole member of certain tax credit funds that make direct investments in qualified affordable housing projects
(e.g., Low-Income Housing Tax Credit [“LIHTC”] partnerships). As such, the Company is the primary beneficiary of these tax credit
funds and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements.
94
The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s
statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle
obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest
holders therein have no recourse to the general credit of the Company.
(Dollars in thousands)
Assets
Loans receivable
Accrued interest receivable
Other assets
Total assets
Liabilities
Other borrowed funds
Accrued interest payable
Other liabilities
Total liabilities
December 31,
2022
December 31,
2021
$
$
$
$
134,603
370
48,136
183,109
49,089
274
179
49,542
121,625
519
41,363
163,507
38,313
117
164
38,594
Unconsolidated Variable Interest Entities
The Company has equity investments in LIHTC partnerships, both directly and through tax credit funds, with carrying values of
$72,918,000 and $50,725,000 as of December 31, 2022 and 2021, respectively. The LIHTCs are indirect federal subsidies to finance
low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a
project is placed in service, it is generally eligible for the tax credit for ten years. To continue generating the tax credit and to avoid
tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen years. The
maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company
has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated
the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling
financial interests in such investments and is not the primary beneficiary. The Company reports the investments in the unconsolidated
LIHTCs as other assets on the Company’s statements of financial condition. There were no impairment losses on the Company’s
LIHTC investments during the years ended December 31, 2022, 2021 and 2020. Future unfunded contingent equity commitments
related to the Company’s LIHTC investments at December 31, 2022 are as follows:
(Dollars in thousands)
Years ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total
Amount
$
$
31,599
43,089
13,443
2,065
329
2,067
92,592
The Company has elected to use the proportional amortization method, and more specifically, the practical expedient method, for the
amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The
following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified
affordable housing project investments during the periods presented.
(Dollars in thousands)
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
Amortization expense
Tax credits and other tax benefits recognized
$
11,360
15,389
8,671
12,264
7,656
10,382
The Company also owns the following trust subsidiaries, each of which issued trust preferred securities as capital instruments: Glacier
Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans
Bancorporation Trust I, First Company Statutory Trust 2001, First Company Statutory Trust 2003, FNB (UT) Statutory Trust I and
95
FNB (UT) Statutory Trust II. The trust subsidiaries have no assets, operations, revenues or cash flows other than those related to the
issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s
consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the
Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and
may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities
issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition. For additional
information on the Company’s investments in trust subsidiaries, see Note 10.
Note 8. Deposits
Time deposits that meet or exceed the Federal Deposit Insurance Corporation Insurance (“FDIC”) limit of $250,000 at December 31,
2022 and 2021 were $243,219,000 and $298,512,000, respectively.
The scheduled maturities of time deposits are as follows and includes $28,489,000 of whole sale deposits as of December 31, 2022:
(Dollars in thousands)
Years ending December 31,
2023
2024
2025
2026
2027
Thereafter
Amount
$
$
624,581
136,090
83,770
38,769
25,818
50
909,078
The Company reclassified $8,737,000 and $10,036,000 of overdraft demand deposits to loans as of December 31, 2022 and 2021,
respectively. The Company has entered into deposit transactions with its executive officers, directors and their affiliates. The
aggregate amount of deposits with such related parties at December 31, 2022 and 2021 was $37,046,000 and $55,966,000,
respectively.
Note 9. Borrowings
The Company’s repurchase agreements totaled $945,916,000 and $1,020,794,000 at December 31, 2022 and 2021, respectively, and
are secured by debt securities with carrying values of $1,378,962,000 and $1,233,885,000, respectively. Securities are pledged to
customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third
parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate. The
following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and
category of collateral:
(Dollars in thousands)
Residential mortgage-backed securities
Total
December 31, 2022
December 31, 2021
Remaining Contractual Maturity of the
Agreements
Overnight and Continuous
$
945,916
945,916
1,020,794
1,020,794
96
FHLB advances are collateralized by specifically pledged loans and debt securities, FHLB stock owned by the Company, and a
blanket assignment of the unpledged qualifying loans and investments. Borrowings from FHLB were $1,800,000,000 at December 31,
2022 with scheduled maturities within one year and a weighted fixed rate of 4.54%. There were no FHLB borrowings at December 31,
2021.
The Company’s other borrowings consisted of finance lease liabilities and other debt obligations through consolidation of certain
VIEs. At December 31, 2022, the Company had $705,000,000 in unsecured lines of credit which are typically renewed on an annual
basis with various correspondent entities.
The Company has entered into borrowing transactions with its related parties in connection with the certain variable interest entities.
The aggregate amount of borrowings with such related parties was $10,251,000 at December 31, 2022 and 2021.
Note 10. Subordinated Debentures
The Company’s subordinated debentures are reflected in the table below. The amounts include fair value adjustments from
acquisitions.
(Dollars in thousands)
Subordinated debentures owed to trust
subsidiaries
December 31, 2022
Balance
Rate 1
Rate Structure
$
First Company Statutory Trust 2001
First Company Statutory Trust 2003
Glacier Capital Trust II
Citizens (ID) Statutory Trust I
Glacier Capital Trust III
Glacier Capital Trust IV
Bank of the San Juans Bancorporation Trust I
FNB (UT) Statutory Trust I
FNB (UT) Statutory Trust II
3,584
2,632
46,393
5,155
36,083
30,928
2,076
4,124
1,807
Total subordinated debentures owed to
trust subsidiaries
$
132,782
7.715%
7.974%
6.829%
7.388%
5.369%
6.339%
6.581%
7.824%
6.489%
3 month LIBOR plus 3.30%
3 month LIBOR plus 3.25%
3 month LIBOR plus 2.75%
3 month LIBOR plus 2.65%
3 month LIBOR plus 1.29%
3 month LIBOR plus 1.57%
3 month LIBOR plus 1.82%
3 month LIBOR plus 3.10%
3 month LIBOR plus 1.72%
Maturity
Date
07/31/2031
03/26/2033
04/07/2034
06/17/2034
04/07/2036
09/15/2036
03/01/2037
06/26/2033
12/15/2036
_____________________________
1 This is the paid rate on the subordinated debentures which excludes the impact from the interest rate cap derivatives. For additional
information relating to interest rate cap derivatives, see Note 11.
Subordinated Debentures Owed to Trust Subsidiaries
Trust preferred securities were issued by the Company’s trust subsidiaries, the common stock of which is wholly-owned by the
Company, in conjunction with the Company issuing subordinated debentures to the trust subsidiaries. The terms of the subordinated
debentures are the same as the terms of the trust preferred securities. The Company guaranteed the payment of distributions and
payments for redemption or liquidation of the trust preferred securities to the extent of funds held by the trust subsidiaries. The
obligations of the Company under the subordinated debentures together with the guarantee and other back-up obligations, in the
aggregate, constitute a full and unconditional guarantee by the Company of the obligations of all trusts under the trust preferred
securities.
The trust preferred securities are subject to mandatory redemption upon repayment of the subordinated debentures at their stated
maturity date or the earlier redemption in an amount equal to their liquidation amount plus accumulated and unpaid distributions to the
date of redemption. Interest distributions are payable quarterly. The Company may defer the payment of interest at any time for a
period not exceeding 20 consecutive quarters provided that the deferral period does not extend past the stated maturity. During any
such deferral period, distributions on the trust preferred securities will also be deferred and the Company’s ability to pay dividends on
its common shares will be restricted.
Subject to prior approval by the FRB, the trust preferred securities may be redeemed at par prior to maturity at the Company’s option
on or after the redemption date. All of the Company’s trust preferred securities have reached the redemption date and could be
redeemed at the Company’s option. The trust preferred securities may also be redeemed at any time in whole (but not in part) for the
Trusts in the event of unfavorable changes in laws or regulations that result in 1) subsidiary trusts becoming subject to federal income
tax on income received on the subordinated debentures; 2) interest payable by the Company on the subordinated debentures becoming
97
non-deductible for federal tax purposes; 3) the requirement for the trusts to register under the Investment Company Act of 1940, as
amended; or 4) loss of the ability to treat the trust preferred securities as Tier 1 capital under the FRB capital adequacy guidelines.
Provisions of the Dodd-Frank Act require that if a depository institution holding company exceeds $15 billion due to an acquisition,
then trust preferred securities are to be excluded from Tier 1 capital beginning in the period in which the transaction occurred. During
2020, the Company’s acquisition of SBAZ on February 29, 2020, resulted in total consolidated assets exceeding $15 billion;
accordingly the trust preferred securities were included in Tier 2 capital instead of Tier 1 beginning in 2020.
Subordinated Debentures
The Company acquired subordinated debentures with the FSB acquisition that qualified as Tier 2 capital under the applicable capital
adequacy rules and regulations promulgated by the FRB. The Tier 2 subordinated debentures were not deposits and were not insured
by the FDIC or any other government agency. Such obligations were subordinated to the claims of general creditors, were unsecured
and were ineligible as collateral. The principal amount was due at maturity and interest distributions were payable quarterly. The Tier
2 subordinated debentures should not be prepaid prior to the fifth anniversary of the closing date, which was September 30, 2020,
except in the event the obligation no longer qualifies as Tier 2 capital (“Tier 2 capital event”) or the interest payable is no longer
deductible (“tax event”). Any prepayment made in connection with a Tier 2 capital event or a tax event will be subject to obtaining
the prior approval of the FRB. The Company prepaid this obligation in 2021.
For additional information on regulatory capital, see Note 12.
Note 11. Derivatives and Hedging Activities
Cash Flow Hedges
The Company is exposed to certain risk relating to its ongoing business operations. The primary risk managed by using derivative
instruments is interest rate risk. Interest rate caps have been entered into to manage interest rate risk associated with forecasted
variable rate borrowings.
Interest Rate Cap Derivatives. In March 2020, the Company purchased interest rate caps designated as cash flow hedges with notional
amounts totaling $130,500,000 on its variable rate subordinated debentures and were determined to be fully effective during the year
ended December 31, 2022. The interest rate caps require receipt of variable amounts from the counterparty when interest rates rise
above the strike price in the contracts. The strike prices in the five year term contracts range from 1.5 percent to 2 percent plus 3
month LIBOR. At December 31, 2022, and 2021 the interest rate caps had a fair value of $7,757,000 and $934,000, respectively, and
were reported as other assets on the Company’s statements of financial condition. Changes in fair value were recorded in OCI.
Amortization recorded on the interest rate caps totaled $168,000 and $168,000, respectively, and was reported as a component of
interest expense on subordinated debentures for the years ended December 31, 2022, and 2021, respectively.
The effect of cash flow hedge accounting on OCI for the periods ending December 31, 2022, 2021, and 2020 was as follows:
(Dollars in thousands)
Amount of gain recognized in OCI
Amount of gain reclassified from OCI to interest expense
December 31,
2022
$
7,809
817
Years ended
December 31,
2021
December 31,
2020
901
—
(472)
—
Residential Real Estate Derivatives
The Company enters into residential real estate derivatives for commitments (“interest rate locks”) to fund certain residential real
estate loans to be sold into the secondary market. At December 31, 2022 and 2021, loan commitments with interest rate lock
commitments totaled $28,910,000 and $151,038,000, respectively. At December 31, 2022 and 2021, the fair value of the related
derivatives on the interest rate lock commitments was $362,000 and $3,008,000, respectively, and was included in other assets with
corresponding changes recorded in gain on sale of loans. The Company enters into free-standing derivatives to mitigate interest rate
risk for most residential real estate loans to be sold. These derivatives include forward commitments to sell to-be-announced (“TBA”)
securities which are used to economically hedge the interest rate risk associated with such loans and unfunded commitments. At
December 31, 2022 and 2021, TBA commitments were $21,000,000 and $116,500,000, respectively. At December 31, 2022 and
2021, the fair value of the related derivatives on the TBA securities was $188,000 and $80,000, respectively, and was included in other
liabilities with corresponding changes recorded in gain on sale of loans. The Company does not enter into a commitment to sell these
loans to an investor until the loan is funded and is ready to be delivered to the investor. Due to the forward sales commitments being
short-term in nature, the corresponding derivatives are not significant. For all other residential real estate loans to be sold, the
Company enters into “best efforts” forward sales commitments for the future delivery of loans to third party investors when interest
rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its
98
commitments to fund the loans. Forward sales commitments on a “best efforts” basis are not designated in hedge relationships until
the loan is funded.
Note 12. Regulatory Capital
The Federal Reserve adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding
company. The guidelines require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during
periods of economic stress. The Company has elected to opt-out of the requirement to include most components of accumulated other
comprehensive income. As of December 31, 2022, management believes the Company and Bank meet all capital adequacy
requirements to which they are subject.
Prompt corrective action regulations provide the following classifications: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. If undercapitalized, capital distributions (including payment of a
dividend) are generally restricted, as is paying management fees to its bank holding company. Failure to meet minimum capital
requirements set forth in the table below can initiate certain mandatory and possible additional discretionary actions by regulators that,
if undertaken, could have a direct material effect on the Company’s and Bank’s financial condition. The Company’s and Bank’s
capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and
other factors.
At December 31, 2022 and 2021, the most recent regulatory notifications categorized the Company and Bank as well capitalized under
the regulatory framework for prompt corrective action. To be well capitalized, the Bank must maintain minimum total capital, Tier 1
capital, Common Tier 1 capital and Tier 1 Leverage ratios as set forth in the table below. There are no conditions or events since
December 31, 2022 that management believes have changed the Company’s or Bank’s risk-based capital category.
Current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock
generally should not exceed earnings per share, measured over the previous four fiscal quarters. In certain circumstances, Montana
law also places limits or restrictions on a bank’s ability to declare and pay dividends.
99
The following tables illustrate the FRB’s adequacy guidelines and the Company’s and the Bank’s compliance with those guidelines:
Actual
Amount
Ratio
December 31, 2022
Required for Capital
Adequacy Purposes
Ratio
Amount
To Be Well Capitalized
Under Prompt Corrective
Action Regulations
Ratio
Amount
$ 2,629,557
2,544,147
14.02% $ 1,500,096
1,498,264
13.58%
N/A
8.00%
8.00% $ 1,872,830
N/A
10.00%
2,314,322
2,359,412
12.34%
12.60%
1,125,072
1,123,698
6.00%
6.00%
N/A
1,498,264
N/A
8.00%
2,314,322
2,359,412
12.34%
12.60%
843,804
842,774
4.50%
4.50%
N/A
1,217,340
N/A
6.50%
2,314,322
2,359,412
8.79%
8.97%
1,053,214
1,052,136
4.00%
4.00%
N/A
1,315,169
N/A
5.00%
Actual
Amount
Ratio
December 31, 2021
Required for Capital
Adequacy Purposes
Ratio
Amount
To Be Well Capitalized
Under Prompt Corrective
Action Regulations
Ratio
Amount
$ 2,432,364
2,312,775
14.21% $ 1,369,157
1,367,488
13.53%
N/A
8.00%
8.00% $ 1,709,361
N/A
10.00%
2,136,749
2,147,660
12.49%
12.56%
1,026,868
1,025,616
6.00%
6.00%
N/A
1,367,488
2,136,749
2,147,660
12.49%
12.56%
770,151
769,212
4.50%
4.50%
N/A
1,111,084
2,136,749
2,147,660
8.64%
8.70%
989,712
987,680
4.00%
4.00%
N/A
1,234,601
N/A
8.00%
N/A
6.50%
N/A
5.00%
(Dollars in thousands)
Total capital (to risk-weighted assets)
Consolidated
Glacier Bank
Tier 1 capital (to risk-weighted assets)
Consolidated
Glacier Bank
Common Equity Tier 1 (to risk-weighted assets)
Consolidated
Glacier Bank
Tier 1 capital (to average assets)
Consolidated
Glacier Bank
(Dollars in thousands)
Total capital (to risk-weighted assets)
Consolidated
Glacier Bank
Tier 1 capital (to risk-weighted assets)
Consolidated
Glacier Bank
Common Equity Tier 1 (to risk-weighted assets)
Consolidated
Glacier Bank
Tier 1 capital (to average assets)
Consolidated
Glacier Bank
______________________________
N/A - Not applicable
Note 13. Stock-based Compensation Plan
The Company’s stock-based compensation plan, The 2015 Stock Incentive Plan, provides incentives and awards to select employees
and directors of the Company and permits the granting of stock options, share appreciation rights, restricted shares, restricted share
units, unrestricted shares and performance awards. At December 31, 2022, the number of shares available to award to employees and
directors under the 2015 Stock Incentive Plan was 1,639,877.
Restricted Stock Units
The Company has awarded restricted stock units to select employees and directors under the 2015 Stock Incentive Plan. Common
stock is issued as vesting restrictions lapse, which may be immediately or according to the terms of a vesting schedule. Restricted
stock units may not be sold, pledged or otherwise transferred until restrictions have lapsed. The recipient does not have the right to
vote or to receive dividends until the restricted stock unit has vested. The fair value of the restricted stock unit is the closing price of
the Company’s common stock on the award date.
100
Compensation expense related to restricted stock units for the years ended December 31, 2022, 2021 and 2020 was $6,756,000,
$5,342,000 and $4,489,000, respectively, and the recognized income tax benefit related to this expense was $1,707,000, $1,350,000
and $1,134,000, respectively. As of December 31, 2022, total unrecognized compensation expense of $8,205,000 related to restricted
stock units is expected to be recognized over a weighted-average period of 1.9 years.
The fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $5,624,000,
$4,535,000 and $4,048,000, respectively, and the income tax benefit related to these awards was $1,585,000, $1,369,000 and
$1,089,000, respectively. Upon vesting of restricted stock units, the shares are issued from the Company’s authorized stock balance.
The following table summarizes the restricted stock unit activity for the year ended December 31, 2022:
Non-vested at December 31, 2021
Granted
Vested
Forfeited
Non-vested at December 31, 2022
Restricted
Stock
Units
Weighted-
Average
Grant Date
Fair Value
226,068 $
157,802
(116,359)
(9,312)
258,199
48.33
54.25
48.07
53.81
51.89
The average remaining contractual term on non-vested restricted stock units at December 31, 2022 is 0.9 years. The aggregate
intrinsic value of the non-vested restricted stock units at December 31, 2022 was $12,760,000.
Note 14. Employee Benefit Plans
The Company provides its qualified employees with a comprehensive benefit program, including health, dental and vision insurance,
life and accident insurance, short- and long-term disability coverage, paid time off, Profit Sharing and 401(k) Plan, stock-based
compensation plan, deferred compensation plans, and supplemental executive retirement plan (“SERP”). The Company has elected to
self-insure certain costs related to employee health, dental and vision benefit programs. Costs resulting from non-insured losses are
expensed as incurred. The Company has purchased insurance that limits its exposure on an individual claim basis for the employee
health benefit programs.
Profit Sharing and 401(k) Plan
The Company’s Profit Sharing and 401(k) Plan have safe harbor and employer discretionary components. To be eligible to participate
in the plan, an employee must be at least 18 years of age and employed for three full months. Employees are eligible to participate in
the 401(k) plan the first day of the month once they have met the eligibility requirements. To be considered eligible for the employer
discretionary contribution of the profit sharing plan, an employee must be 18 years of age, worked one full calendar quarter, worked
501 hours in the plan year and be employed as of the last day of the plan year. Participants are at all times fully vested in all
contributions.
The profit sharing plan contributions consists of a 3 percent non-elective safe harbor contribution fully funded by the Company and an
employer discretionary contribution. The employer discretionary contribution depends on the Company’s profitability. The total
profit sharing plan expense for the years ended December 31, 2022, 2021, and 2020 was $23,588,000, $20,421,000 and $22,047,000,
respectively.
The 401(k) plan allows eligible employees under the age of 50 to contribute up to 60 percent, and those 50 and older to contribute up
to 100 percent of their eligible annual compensation up to the limit set annually by the Internal Revenue Service (“IRS”). The
Company matches an amount equal to 50 percent of the first 6 percent of an employee’s contribution. The Company’s contribution to
the 401(k) plan for the years ended December 31, 2022, 2021 and 2020 was $6,247,000, $5,267,000, and $4,985,000, respectively.
Deferred Compensation Plans
The Company has non-funded deferred compensation plans for directors, eligible employees and certain nonemployee service
providers. The plans provide for participants’ elective deferral of cash payments of up to 50 percent of a participants’ salary and 100
percent of bonuses and directors fees. As of December 31, 2022 and 2021, the liability related to the plans was $9,159,000 and
$8,861,000, respectively, and was included in other liabilities. The total amount deferred for the plans was $1,317,000, $1,137,000,
and $1,109,000, for the years ending December 31, 2022, 2021, and 2020, respectively. The participant receives an earnings credit at
a rate equal to 50 percent of the Company’s return on average equity. Total expense for the years ended December 31, 2022, 2021,
and 2020 for the plans was $443,000, $470,000 and $504,000, respectively.
101
In connection with several acquisitions, the Company assumed the obligations of deferred compensation plans for certain key
employees. As of December 31, 2022 and 2021, the liability related to the acquired plans was $18,415,000 and $18,560,000,
respectively, and was included in other liabilities. Total expense for the years ended December 31, 2022, 2021, and 2020 for the
acquired plans was $1,444,000, $1,094,000 and $971,000, respectively.
Supplemental Executive Retirement Plan
The Company has SERP which is intended to supplement payments due to participants upon retirement under the Company’s other
qualified plans. The Company credits the participant’s account on an annual basis for an amount equal to employer contributions that
would have otherwise been allocated to the participant’s account under the tax-qualified plans were it not for limitations imposed by
the IRS or the participation in the non-funded deferred compensation plan. Eligible employees include participants of the non-funded
deferred compensation plan and employees whose benefits were limited as a result of IRS regulations. As of December 31, 2022 and
2021, the liability related to the SERP was $4,665,000 and $3,974,000, respectively, and was included in other liabilities. The
Company’s required contribution to the SERP for the years ended December 31, 2022, 2021 and 2020 was $943,000, $858,000, and
$910,000, respectively. The participant receives an earnings credit at a rate equal to 50 percent of the Company’s return on average
equity. Total expense for the years ended December 31, 2022, 2021, and 2020 for the SERP was $159,000, $164,000, and $199,000,
respectively.
Note 15. Other Expenses
Other expenses consists of the following:
(Dollars in thousands)
Consulting and outside services
Mergers and acquisition expenses
Debit card expenses
Loan expenses
VIE amortization and other expenses
Telephone
Business development
Employee expenses
Postage
Printing and supplies
Checking and operating expenses
Legal fees
Accounting and audit fees
(Gain) loss on dispositions of fixed assets
Other
Total other expenses
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
$
15,719
9,957
9,317
7,688
7,229
6,577
5,893
5,811
4,095
4,026
2,284
2,210
2,005
(3,047)
7,754
87,518
11,297
9,830
5,722
7,438
6,323
5,631
5,250
3,527
3,681
3,334
2,020
1,391
1,538
(950)
4,577
70,609
11,324
7,812
4,947
4,905
4,893
5,199
4,645
2,924
3,347
3,579
4,944
1,658
1,895
166
4,571
66,809
102
Note 16. Federal and State Income Taxes
The following table is a summary of consolidated income tax expense:
(Dollars in thousands)
Current
Federal
State
Total current income tax expense
Deferred 1
Federal
State
Total deferred income tax expense (benefit)
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
42,951
21,950
64,901
1,712
465
2,177
51,180
22,596
73,776
(7,151)
(1,944)
(9,095)
47,775
20,728
68,503
(5,396)
(1,467)
(6,863)
Total income tax expense
$
67,078
64,681
61,640
______________________________
1 Includes tax benefit of operating loss carryforwards of $315,000 for the years ended December 31, 2022, 2021, and 2020, respectively.
Combined federal and state income tax expense differs from that computed at the federal statutory corporate income tax rate as
follows:
Federal statutory rate
State taxes, net of federal income tax benefit
Tax-exempt interest income
Tax credits
Other, net
Effective income tax rate
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
21.0%
4.8%
(4.4%)
(2.8%)
(0.5%)
18.1%
21.0%
4.7%
(4.2%)
(4.8%)
1.8%
18.5%
21.0%
4.6%
(4.0%)
(4.2%)
1.4%
18.8%
103
The tax effect of temporary differences which give rise to a significant portion of deferred tax assets and deferred tax liabilities are as
follows:
(Dollars in thousands)
Deferred tax assets
Available-for-sale debt securities
Allowance for credit losses
Operating lease liabilities
Employee benefits
Deferred compensation
Acquisition fair market value adjustments
Transferred debt securities
Net operating loss carryforwards
Other
Total gross deferred tax assets
Deferred tax liabilities
Depreciation of premises and equipment
Operating lease ROU assets
Deferred loan costs
Intangibles
Mortgage servicing rights
Transferred debt securities
Other
Total gross deferred tax liabilities
December 31,
2022
December 31,
2021
$
157,381
52,445
11,871
11,024
8,211
4,932
3,017
1,253
2,376
252,510
(17,091)
(11,004)
(10,083)
(8,212)
(3,408)
—
(9,525)
(59,323)
1,156
49,375
12,103
10,868
8,002
6,891
—
1,569
2,787
92,751
(15,749)
(11,293)
(9,264)
(9,760)
(3,244)
(10,299)
(5,449)
(65,058)
Net deferred tax asset
$
193,187
27,693
The Company has federal net operating loss carryforwards of $4,142,000 expiring between 2031 and 2035. The Company has
Colorado net operating loss carryforwards of $8,992,000 expiring between 2030 and 2032. The net operating loss carryforwards
originated from acquisitions.
The Company and the Bank file consolidated income tax returns for the federal jurisdiction and several states that require consolidated
income tax returns. Wyoming, Washington and Nevada do not impose a corporate income tax. All required income tax returns have
been timely filed. The following schedule summarizes the years that remain subject to examination as of December 31, 2022:
Years ended December 31,
Federal
2010, 2011, 2012, 2013, 2016, 2019, 2020 and 2021
Colorado
Arizona & California
Alabama, Alaska, Arkansas, Connecticut, Florida, Georgia, Idaho,
Indiana, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota,
Missouri, Montana, New Jersey, New York, North Dakota,
Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, &
Wisconsin
Iowa, Illinois, Kansas, Maryland, Mississippi, North Carolina, Oregon 2020 and 2021
Hawaii, New Hampshire, New Mexico, Oklahoma
2021
2019, 2020 and 2021
2009, 2010, 2011, 2012, 2018, 2019, 2020 and 2021
2018, 2019, 2020, and 2021
The Company had no unrecognized income tax benefits as of December 31, 2022 and 2021. The Company recognizes interest related
to unrecognized income tax benefits in interest expense and penalties are recognized in other expense. Interest expense and penalties
recognized with respect to income tax liabilities for the years ended December 31, 2022, 2021, and 2020 was not significant. The
Company had no accrued liabilities for the payment of interest or penalties at December 31, 2022 and 2021.
104
The Company has assessed the need for a valuation allowance and determined that a valuation allowance was not necessary at
December 31, 2022 and 2021. The Company believes that it is more-likely-than-not that the Company’s deferred tax assets will be
realizable by offsetting future taxable income from reversing taxable temporary differences and anticipated future taxable income
(exclusive of reversing temporary differences). In its assessment, the Company considered its strong earnings history, no history of
income tax credit carryforwards expiring unused, and no expected future net operating losses (for tax purposes).
Note 17. Accumulated Other Comprehensive (Loss) Income
The following table illustrates the activity within accumulated other comprehensive (loss) income by component, net of tax:
(Dollars in thousands)
Balance at January 1, 2020
(Losses) Gains
on Available-
For-Sale and
Transferred
Debt Securities
(Losses) Gains
on Derivatives
Used for Cash
Flow Hedges
Total
$
40,226
—
40,226
Other comprehensive income (loss) before reclassifications
Reclassification adjustments for gains included in net income
Net current period other comprehensive income (loss)
Balance at December 31, 2020
Other comprehensive (loss) income before reclassifications
Reclassification adjustments for gains and transfers included in net income
Reclassification adjustments for amortization included in net income for
transferred securities
Net current period other comprehensive (loss) income
Balance at December 31, 2021
Other comprehensive (loss) income before reclassifications
Reclassification adjustments for gains and transfers included in net income
Reclassifications adjustments for amortization included in net income for
transferred securities
Net current period other comprehensive (loss) income
Balance at December 31, 2022
104,067
(850)
103,217
143,443
(113,161)
(590)
(2,654)
(116,405)
27,038
(502,611)
(999)
2,234
(501,376)
(474,338)
$
$
$
(353)
—
(353)
(353)
674
—
—
674
321
5,836
(611)
—
5,225
5,546
103,714
(850)
102,864
143,090
(112,487)
(590)
(2,654)
(115,731)
27,359
(496,775)
(1,610)
2,234
(496,151)
(468,792)
105
Note 18. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding
during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding
restricted stock units were vested and stock options were exercised, using the treasury stock method.
Basic and diluted earnings per share has been computed based on the following:
(Dollars in thousands, except per share data)
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
Net income available to common stockholders, basic and diluted
$
303,202
284,757
266,400
Average outstanding shares - basic
Add: dilutive restricted stock units and stock options
Average outstanding shares - diluted
Basic earnings per share
Diluted earnings per share
110,757,473
70,460
110,827,933
99,313,255
84,995
99,398,250
94,883,864
48,489
94,932,353
$
$
2.74
2.74
2.87
2.86
2.81
2.81
Restricted stock units and stock options excluded from the
diluted average outstanding share calculation 1
______________________________
1 Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock unit or the exercise price of a stock option exceeds the
market price of the Company’s stock.
88,240
8,642
194
Note 19. Parent Holding Company Information (Condensed)
The following condensed financial information was the unconsolidated information for the parent holding company:
Condensed Statements of Financial Condition
(Dollars in thousands)
Assets
Cash on hand and in banks
Interest bearing cash deposits
Cash and cash equivalents
Other assets
Investment in subsidiaries
Total assets
Liabilities and Stockholders’ Equity
Dividends payable
Subordinated debentures
Other liabilities
Total liabilities
Common stock
Paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Total stockholders’ equity
Total liabilities and stockholders’ equity
106
December 31,
2022
December 31,
2021
$
$
$
$
18,491
57,193
75,684
26,864
2,882,849
2,985,397
540
132,782
8,770
142,092
1,108
2,344,005
966,984
(468,792)
2,843,305
2,985,397
27,945
91,361
119,306
22,218
3,188,210
3,329,734
11,520
132,620
7,972
152,112
1,107
2,338,814
810,342
27,359
3,177,622
3,329,734
Condensed Statements of Operations and Comprehensive Income
(Dollars in thousands)
Income
Dividends from subsidiaries
Intercompany charges for services
Other income
Total income
Expenses
Compensation and employee benefits
Other operating expenses
Total expenses
Income before income tax benefit and equity in
undistributed net income of subsidiaries
Income tax benefit
Income before equity in undistributed net income of subsidiaries
Equity in undistributed net income of subsidiaries
Net Income
Comprehensive (Loss) Income
Condensed Statements of Cash Flows
(Dollars in thousands)
Operating Activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
Subsidiary income in excess of dividends distributed
Stock-based compensation, net of tax benefits
Net change in other assets and other liabilities
Net cash provided by operating activities
Investing Activities
Net additions of premises and equipment
Proceeds from sale of marketable equity securities
Equity received from (contributed to) subsidiaries
Net cash provided by (used in) investing activities
Financing Activities
Net decrease in other borrowed funds
Cash dividends paid
Tax withholding payments for stock-based compensation
Proceeds from stock option exercises
Net cash used in financing activities
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
107
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
$
$
123,000
2,880
401
126,281
7,003
10,247
17,250
109,031
2,913
111,944
191,258
303,202
(192,949)
207,000
2,654
500
210,154
6,516
13,624
20,140
190,014
3,407
193,421
91,336
284,757
169,026
188,000
2,332
954
191,286
5,646
10,051
15,697
175,589
3,108
178,697
87,703
266,400
369,264
December 31,
2022
Years ended
December 31,
2021
December 31,
2020
$
303,202
284,757
266,400
(191,258)
1,685
1,794
115,423
(91,336)
1,628
(7,245)
187,804
(4)
63
—
59
—
(157,540)
(1,704)
140
(159,104)
(43,622)
119,306
75,684
(13)
186
248
421
(7,500)
(145,557)
(1,553)
265
(154,345)
33,880
85,426
119,306
(87,703)
1,216
(7,222)
172,691
(111)
—
(13,638)
(13,749)
—
(131,263)
(1,082)
993
(131,352)
27,590
57,836
85,426
Note 20. Unaudited Quarterly Financial Data (Condensed)
Summarized unaudited quarterly financial data is as follows:
(Dollars in thousands, except per share data)
March 31
June 30
September 30
December 31
Quarters ended 2022
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Non-interest income
Non-interest expense
Income before income taxes
Federal and state income tax expense
Net income
Basic earnings per share
Diluted earnings per share
(Dollars in thousands, except per share data)
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Non-interest income
Non-interest expense
Income before income taxes
Federal and state income tax expense
Net income
Basic earnings per share
Diluted earnings per share
$
$
$
$
$
$
$
$
190,516
4,961
185,555
7,031
178,524
33,563
130,308
81,779
13,984
67,795
0.61
0.61
199,637
6,199
193,438
(1,533)
194,971
28,280
129,521
93,730
17,338
76,392
0.69
0.69
214,402
9,075
205,327
8,341
196,986
30,406
130,060
97,332
17,994
79,338
0.72
0.72
225,085
21,026
204,059
6,124
197,935
28,483
128,979
97,439
17,762
79,677
0.72
0.72
Quarters ended 2021
March 31
June 30
September 30
December 31
161,552
4,740
156,812
48
156,764
40,121
96,585
100,300
19,498
80,802
0.85
0.85
159,956
4,487
155,469
(5,653)
161,122
35,522
100,082
96,562
18,935
77,627
0.81
0.81
166,741
4,128
162,613
725
161,888
34,815
104,108
92,595
16,976
75,619
0.79
0.79
192,825
5,203
187,622
27,956
159,666
34,362
134,047
59,981
9,272
50,709
0.46
0.46
108
Note 21. Fair Value of Assets and Liabilities
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. There is a fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure
fair value are as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities
Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant
unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the
years ended December 31, 2022, 2021, and 2020.
Recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a
recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been
no significant changes in the valuation techniques during the period ended December 31, 2022.
Debt securities, available-for-sale. The fair value for available-for-sale debt securities is estimated by obtaining quoted market prices
for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and
models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves,
interest rates, volatilities, market spreads, prepayments, defaults, recoveries, cumulative loss projections, and cash flows. Such
securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are
classified as Level 3 within the hierarchy.
Fair value determinations of available-for-sale debt securities are the responsibility of the Company’s corporate accounting and
treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The
vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and
operating effectively. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels
within the fair value hierarchy. The review includes the extent to which markets for debt securities are determined to have limited or
no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are
used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets,
with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less
reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. In assessing credit risk, the
Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’
financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which
management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk.
Loans held for sale, at fair value. Loans held for sale measured at fair value, for which an active secondary market and readily
available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar
assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party
investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net gains of
$1,427,000, net gains of $5,496,000 and net losses of $5,368,000 for the years ended December 31, 2022, 2021 and 2020,
respectively, from the changes in fair value of loans held for sale measured at fair value. Electing to measure loans held for sale at fair
value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the
derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.
Loan interest rate lock commitments. Fair value estimates for loan interest rate lock commitments were based upon the estimated
sales price, origination fees, direct costs, interest rate changes, etc. and were obtained from an independent third party. The
components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified
within Level 2 of the valuation hierarchy.
109
Forward commitments to sell TBA securities. Forward commitments to sell TBA securities are used to economically hedge the
interest rate risk associated with certain loan commitments. The fair value estimates for the TBA commitments were based upon the
estimated sale of the TBA hedge obtained from an independent third party. The components of the valuation were observable or could
be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy.
Interest rate cap derivative financial instruments. Fair value estimates for interest rate cap derivative financial instruments were based
upon the discounted cash flows of known payments plus the option value of each caplet which incorporates market rate forecasts and
implied market volatilities. The components of the valuation were observable or could be corroborated by observable market data
and, therefore, were classified within Level 2 of the valuation hierarchy. The Company also obtained and compared the
reasonableness of the pricing from independent third party valuations.
The following tables disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis:
(Dollars in thousands)
Debt securities, available-for-sale
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Loans held for sale, at fair value
Interest rate caps
Interest rate locks
Total assets measured at fair value
on a recurring basis
TBA hedge
$
$
$
Total liabilities measured at fair value
on a recurring basis
$
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value
December 31,
2022
444,727
287,364
132,993
26,109
3,267,341
1,148,773
12,314
7,757
362
5,327,740
188
188
—
—
—
—
—
—
—
—
—
—
—
—
444,727
287,364
132,993
26,109
3,267,341
1,148,773
12,314
7,757
362
5,327,740
188
188
—
—
—
—
—
—
—
—
—
—
—
—
110
(Dollars in thousands)
Debt securities, available-for-sale
U.S. government and federal agency
U.S. government sponsored enterprises
State and local governments
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Loans held for sale, at fair value
Interest rate caps
Interest rate locks
Total assets measured at fair value
on a recurring basis
TBA hedge
Total liabilities measured at fair value
on a recurring basis
Fair Value
December 31,
2021
$
$
$
$
1,346,749
240,693
488,858
180,752
5,699,659
1,214,138
60,797
934
3,008
9,235,588
80
80
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
—
—
—
—
—
—
—
—
—
—
—
—
1,346,749
240,693
488,858
180,752
5,699,659
1,214,138
60,797
934
3,008
9,235,588
80
80
—
—
—
—
—
—
—
—
—
—
—
—
Non-recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring
basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes
in the valuation techniques during the period ended December 31, 2022.
Other real estate owned. OREO is initially recorded at fair value less estimated cost to sell, establishing a new cost basis. OREO is
subsequently accounted for at lower of cost or fair value less estimated cost to sell. Estimated fair value of OREO is based on
appraisals or evaluations (new or updated). OREO is classified within Level 3 of the fair value hierarchy.
Collateral-dependent loans, net of ACL. Fair value estimates of collateral-dependent loans that are individually reviewed are based on
the fair value of the collateral, less estimated cost to sell. Collateral-dependent individually reviewed loans are classified within Level
3 of the fair value hierarchy.
The Company’s credit department reviews appraisals for OREO and collateral-dependent loans, giving consideration to the highest
and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value.
The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach,
sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of
the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to
comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and
reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. The
appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions,
including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After
review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may
occur. The Company generally obtains appraisals or evaluations (new or updated) annually.
111
The following tables disclose the fair value measurement of assets with a recorded change during the period resulting from re-
measuring the assets at fair value on a non-recurring basis:
(Dollars in thousands)
Collateral-dependent impaired loans, net of ACL
Fair Value
December 31,
2022
1,360
Total assets measured at fair value
on a non-recurring basis
$
1,360
(Dollars in thousands)
Collateral-dependent impaired loans, net of ACL
Fair Value
December 31,
2021
22,036
Total assets measured at fair value
on a non-recurring basis
$
22,036
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
—
—
—
—
1,360
1,360
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
—
—
—
—
22,036
22,036
Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for
which the Company has utilized Level 3 inputs to determine fair value:
(Dollars in thousands)
Fair Value
December 31,
2022
Quantitative Information about Level 3 Fair Value Measurements
Valuation Technique
Unobservable Input
Range (Weighted-
Average) 1
Collateral-dependent
impaired loans, net of ACL $
1,329 Cost approach
Selling costs
31 Sales comparison approach Selling costs
10.0% - 10.0% (10.0%)
10.0% - 10.0% (10.0%)
$
1,360
Fair Value
December 31,
2021
(Dollars in thousands)
Quantitative Information about Level 3 Fair Value Measurements
Valuation Technique
Unobservable Input
Range (Weighted-
Average) 1
Collateral-dependent
impaired loans, net of ACL $
20,934 Cost approach
Selling costs
10.0% - 10.0% (10.0%)
1,102 Sales comparison approach Selling Costs
Adjustment to comparables
5.0% - 10.0% (6.7%)
0.0% - 10.0% (6.0%)
$
22,036
______________________________
1 The range for selling cost inputs represents reductions to the fair value of the assets.
112
Fair Value of Financial Instruments
The following tables present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s
financial instruments not carried at fair value. Receivables and payables due in one year or less, equity securities without readily
determinable fair values and deposits with no defined or contractual maturities are excluded. There have been no significant changes
in the valuation techniques during the period ended December 31, 2022.
Cash and cash equivalents: fair value is estimated at book value.
Debt securities, held-to-maturity: fair value for held-to-maturity debt securities is estimated in the same manner as available-for sale
debt securities, which is described above.
Loans receivable, net of ACL: The loans were fair valued on an individual basis, with consideration given to the loans' underlying
characteristics, including account types, remaining terms and balance, interest rates, past delinquencies, current market rates, etc. The
model utilizes a discounted cash flow approach to estimate the fair value of the loans using various assumptions such as prepayment
speeds, projected default probabilities, losses given defaults, etc. The discounted cash flow approach models the credit losses directly
in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based
on loan types, payment types and fixed or variable classifications.
Term Deposits: fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar
maturities. The market rates used were obtained from an independent third party based on current rates offered by the Company’s
regional competitors.
Repurchase agreements and other borrowed funds: fair value of term repurchase agreements and other term borrowings is estimated
based on current repurchase rates and borrowing rates currently available to the Company for repurchases and borrowings with similar
terms and maturities. The estimated fair value for overnight repurchase agreements and other borrowings is book value.
Subordinated debentures: fair value of the subordinated debt is estimated by discounting the estimated future cash flows using current
estimated market rates obtained from an independent third party.
Off-balance sheet financial instruments: unused lines of credit and letters of credit represent the principal categories of off-balance
sheet financial instruments. The fair value of commitments is based on fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of unused lines of credit and
letters of credit is not material; therefore, such commitments are not included in the following tables.
113
(Dollars in thousands)
Financial assets
Cash and cash equivalents
Debt securities, held-to-maturity
Loans receivable, net of ACL
Total financial assets
Financial liabilities
Term deposits
FHLB advances
Repurchase agreements and other borrowed funds
Subordinated debentures
Total financial liabilities
(Dollars in thousands)
Financial assets
Cash and cash equivalents
Debt securities, held-to-maturity
Loans receivable, net of ACL
Total financial assets
Financial liabilities
Term deposits
Repurchase agreements and other borrowed funds
Subordinated debentures
Total financial liabilities
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
401,995
—
—
401,995
—
—
—
—
—
—
3,274,792
—
3,274,792
874,850
1,799,936
1,023,209
122,549
3,820,544
—
—
14,806,354
14,806,354
—
—
—
—
—
Fair Value Measurements
At the End of the Reporting Period Using
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
437,686
—
—
437,686
—
—
—
—
—
1,220,883
—
1,220,883
1,040,100
1,064,888
131,513
2,236,501
—
—
13,422,898
13,422,898
—
—
—
—
Carrying
Amount
December 31,
2022
$
$
$
$
401,995
3,715,052
15,064,529
19,181,576
880,589
1,800,000
1,023,209
132,782
3,836,580
Carrying
Amount
December 31,
2021
$
$
$
$
437,686
1,199,164
13,259,366
14,896,216
1,036,077
1,064,888
132,620
2,233,585
114
Note 22. Commitments and Contingent Liabilities
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include commitments to extend credit and letters of credit, and involve, to varying
degrees, elements of credit risk. The Company’s exposure to credit loss in the event of nonperformance by the other party to the
financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company
uses the same credit policies in making off-balance sheet commitments and conditional obligations as it does for on-balance sheet
instruments.
The Company had the following outstanding commitments:
(Dollars in thousands)
Unused lines of credit
Letters of credit
Total outstanding commitments
December 31,
2022
December 31,
2021
$
$
4,740,829
88,889
4,829,718
4,271,583
120,436
4,392,019
The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the
disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations
or liquidity.
115
Note 23. Mergers and Acquisitions
The Company has completed the following acquisition during the last two years:
•
Altabancorp and its wholly-owned subsidiary, Altabank
The assets and liabilities of Alta were recorded on the Company’s consolidated statements of financial condition at the estimated fair
value as of the acquisition date and the results of operations have been included in the Company’s consolidated statements of
operations since that date. The following table discloses the fair value estimates of the consideration transferred, the total identifiable
net assets acquired and the resulting goodwill arising from the acquisition:
(Dollars in thousands)
Fair value of consideration transferred
Fair value of Company shares issued
Cash consideration
Total fair value of consideration transferred
Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents
Debt securities
Loans receivable, net of ACL
Core deposit intangible 1
Accrued income and other assets
Total identifiable assets acquired
Liabilities assumed
Deposits
Accrued expenses and other liabilities
Total liabilities assumed
Total identifiable net assets
Goodwill recognized
Alta
October 1,
2021
$
839,853
9
839,862
1,622,727
6,658
1,901,950
7,021
121,926
3,660,282
3,273,819
17,981
3,291,800
368,482
$
471,380
______________________________
1 The core deposit intangible for each acquisition was determined to have an estimated life of 10 years.
2021 Acquisition
On October 1, 2021, the Company acquired 100 percent of the outstanding common stock of Altabancorp and its wholly-owned
subsidiary, Altabank, a community bank based in American Fork, Utah. Altabank provides banking services to individuals and
businesses in Utah with twenty-five banking offices from Preston, Idaho to St. George, Utah. The acquisition significantly increased
the Company’s presence in the State of Utah. Alta operates as a new division of the Bank under its existing name and management
team. The Alta acquisition was valued at $839,862,000 and resulted in the Company issuing 15,173,482 shares of its common stock
and paying $9,000 in cash in exchange for all of Alta’s outstanding common stock shares. The fair value of the Company shares
issued was determined on the basis of the opening market price of the Company’s common stock on the October 1, 2021 acquisition
date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill.
The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the
operations of the Company and Alta. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for
as a tax-free exchange.
The fair value of the Alta’s assets acquired include gross loans with fair values of $1,902,321,000. The gross principal and contractual
interest due under Alta contracts was $1,923,392,000. The Company evaluated the principal and contractual interest due at the
acquisition date and determined that an insignificant amount were not expected to be collectible.
116
The Company incurred $9,546,000 of expenses in connection with this acquisition during the year ended December 31, 2021.
Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of
third-party costs, conversion costs and employee retention and severance expenses.
Total income consisting of net interest income and non-interest income of the acquired operations of Alta was approximately
$29,966,000 and net loss was approximately $9,415,000 from October 1, 2021 to December 31, 2021. The following unaudited pro
forma summary presents consolidated information of the Company as if the Alta acquisition had occurred on January 1, 2020:
(Dollars in thousands)
Net interest income and non-interest income
Net income
Year ended
December 31,
2021
December 31,
2020
886,370
296,940
898,761
309,902
117
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes or disagreements with accountants on accounting and financial disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and
Chief Financial Officer (“CFO”), of the effectiveness of the disclosure controls and procedures. Based on that evaluation, the CEO and
CFO have concluded that as of the end of the period covered by this report, the disclosure controls and procedures are effective to
provide reasonable assurance that information required to be disclosed by the Company in reports that are filed or submitted under the
Securities Exchange Act of 1934 are recorded, processed, summarized and timely reported as provided in the SEC’s rules and forms.
As a result of this evaluation, there were no significant changes in the internal control over financial reporting during the year ended
December 31, 2022 that have materially affected, or are reasonable likely to materially affect, the internal control over financial
reporting.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting as it relates to its
financial statements presented in conformity with GAAP. The Company’s internal control system was designed to provide reasonable
assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial
statements in accordance with GAAP. Internal control over financial reporting includes self-monitoring mechanisms and actions are
taken to correct deficiencies as they are identified.
There are inherent limitations in any internal control, no matter how well designed, misstatements due to error or fraud may occur and
not be detected, including the possibility of circumvention or overriding of controls. Accordingly, even an effective internal control
system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in
conditions, the effectiveness of an internal control system may vary over time.
Management assessed its internal control structure over financial reporting as of December 31, 2022. This assessment was based on
criteria for effective internal control over financial reporting described in the “2013 Internal Control – Integrated Framework” issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management asserts that the
Company maintained effective internal control over financial reporting as it relates to its financial statements presented in conformity
with GAAP.
FORVIS, LLP, Denver, Colorado, (U.S. PCAOB Auditor Firm ID 686), the independent registered public accounting firm that audited
the financial statements for the year ended December 31, 2022, has issued an attestation report on the Company’s internal control over
financial reporting. Such attestation report expresses an unqualified opinion on the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2022 and is included in “Item 8. Financial Statements and Supplementary Data.”
Item 9B. Other Information
None
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
None
118
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Information regarding “Directors and Executive Officers” is set forth under the headings “Election of Directors” and “Management –
Named Executive Officers Who Are Not Directors” of the Company’s 2023 Annual Meeting Proxy Statement (“Proxy Statement”)
and is incorporated herein by reference.
Information regarding the Company’s Corporate Governance, including the Audit Committee, is set forth under the headings of
“Corporate Governance” and “Report of Audit Committee” in the Company’s Proxy Statement and is incorporated herein by
reference.
to all employees. Each of
The Company has adopted a Code of Ethics for Senior Financial Officers, a Director Code of Ethics and a Code of Ethics and Conduct
applicable
the Company’s website at
www.glacierbancorp.com and clicking on “Governance Documents” or by writing to: Glacier Bancorp, Inc., Corporate Secretary, 49
Commons Loop, Kalispell, Montana 59901. Waivers of the applicable code for directors or executive officers are required to be
approved by the Company’s Board of Directors. Information regarding any such waivers will be disclosed on a current report on
Form 8-K within four business days after the waiver is approved.
is available electronically by visiting
the codes
Item 11. Executive Compensation
Information regarding “Executive Compensation” is set forth under the headings “Compensation of Directors,” “Compensation
Discussion and Analysis” and “Executive Compensation Tables” of the Company’s Proxy Statement and is incorporated herein by
reference.
Information regarding the “Compensation and Human Capital Committee Report” is set forth under the heading “Report of
Compensation and Human Capital Committee” of the Company’s Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is set
forth under the headings “Voting Securities and Principal Holders Thereof,” “Compensation Discussion and Analysis,”
“Compensation of Directors” and “Director Equity Compensation” of the Company’s Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding “Certain Relationships and Related Transactions, and Director Independence” is set forth under the headings
“Transactions with Management” and “Corporate Governance – Director Independence” of the Company’s Proxy Statement and is
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information regarding “Principal Accounting Fees and Services” is set forth under the heading “Auditors – Fees Paid to Independent
Registered Public Accounting Firm” of the Company’s Proxy Statement and is incorporated herein by reference.
119
Item 15. Exhibits, Financial Statement Schedules
PART IV
List of Financial Statements and Financial Statement Schedules
The following documents are filed as a part of this report:
(a)
(1)
(2)
(3)
Financial Statements and
Financial Statement schedules required to be filed by Item 8 of this report.
The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Form 10-K:
Exhibit No.
Description
3(a) 1
3(b) 1
4(a) 1
10(a) 1,2
10(b) 1,2
10(c) 1,2
10(d) 1,2
10(e) 1,2
10(f) 1,2
10(g) 1,2
10(h) 1,2
10(i) 1,2
10(j) 1,2
10(k) 1,2
10(l) 1,2
10(m) 1,2
21
23 3
31.1 3
31.2 3
32 3
Restated Articles of Incorporation. Filed as Exhibit 3.1 to Form 10-Q filed on August 2, 2022.
Amended and Restated Bylaws. Filed as Exhibit 3.2 to Form 8-K filed on May 4, 2021.
Description of Glacier Bancorp, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act
Filed as Exhibit 4(a) to Form 10-Q filed on August 2, 2022.
Amended and Restated Deferred Compensation Plan effective January 1, 2008. Filed as Exhibit 10(c) to Form 10-K
filed on March 2, 2009.
Amended and Restated Supplemental Executive Retirement Agreement effective January 1, 2008. Filed as Exhibit
10(d) to Form 10-K filed on March 2, 2009.
Nonemployee Service Provider Deferred Compensation Plan effective July 25, 2012. Filed as Exhibit 10.1 to Form
8-K filed on October 31, 2012.
2015 Stock Incentive Plan. Filed as Exhibit 99.1 to Form S-8 Registration Statement (No. 333-204023) filed on
May 8, 2015.
Form of Stock Option Award Agreement under 2015 Stock Incentive Plan. Filed as Exhibit 99.2 to Form S-8
Registration Statement (No. 333-204023) filed on May 8, 2015.
Form of Restricted Share Units Award Agreement under 2015 Stock Incentive Plan. Filed as Exhibit 10(f) to Form
10-K filed on February 23, 2022.
2015 Short Term Incentive Plan. Filed as Exhibit 10(g) to Form 10-K filed on February 22, 2019.
Columbine Capital Corp. 2011 Executive Incentive Plan. Filed as Exhibit 99.1 to Form S-8 Registration Statement
(No. 333-224223) filed on April 10, 2018.
Heritage Bancorp 2010 Stock Compensation Plan. Filed as Exhibit 99.1 to Form S-8 Registration Statement (No.
333-233079) filed on August 7, 2019.
Employment Agreement effective March 5, 2018 between the Company and Randall M. Chesler. Filed as Exhibit
10.1 to Form 10-Q filed on May 1, 2018.
Employment Agreement effective March 5, 2018 between the Company and Ron J. Copher. Filed as Exhibit 10.2 to
Form 10-Q filed on May 1, 2018.
Employment Agreement effective March 5, 2018 between the Company and Don J. Chery. Filed as Exhibit 10.3 to
Form 10-Q filed on May 1, 2018.
Form of Amendment to Employment Agreements of Randall M. Chesler, Ron J. Copher and Don J. Chery, effective
February 19, 2020. Filed as Exhibit 10(m) to Form 10-K filed on February 21, 2020.
Subsidiaries of the Company (See Item 1. Business, “General”)
Consent of FORVIS, LLP
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
120
Exhibit No.
101.INS 3
101.SCH 3
101.CAL 3
101.DEF 3
101.LAB 3
101.PRE 3
104 3
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL
tags are embedded within the inline XBRL document.
Description
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Labels Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________
1 Exhibit has been previously filed with the United States Securities and Exchange Commission and is incorporated herein as an exhibit by reference
to the prior filing.
2 Compensatory Plan or Arrangement
3 Exhibit omitted from the 2022 Annual Report to Shareholders.
All other financial statement schedules required by Regulation S-X are omitted because they are not applicable, not material or
because the information is included in the consolidated financial statements or related notes.
Item 16. Form 10-K Summary
None
121
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on February 24, 2023.
SIGNATURES
GLACIER BANCORP, INC.
By: /s/ Randall M. Chesler
Randall M. Chesler
President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 24, 2023, by the
following persons on behalf of the registrant and in the capacities indicated.
/s/ Randall M. Chesler
Randall M. Chesler
/s/ Ron J. Copher
Ron J. Copher
Board of Directors
/s/ Craig A. Langel
Craig A. Langel
/s/ David C. Boyles
David C. Boyles
/s/ Robert A. Cashell, Jr.
Robert A. Cashell, Jr.
/s/ Sherry L. Cladouhos
Sherry L. Cladouhos
/s/ Jesus T. Espinoza
Jesus T. Espinoza
/s/ Annie M. Goodwin
Annie M. Goodwin
/s/ Kristen L. Heck
Kristen L. Heck
/s/ Michael B. Hormaechea
Michael B. Hormaechea
/s/ Douglas J. McBride
Douglas J. McBride
President, CEO, and Director
(Principal Executive Officer)
Executive Vice President and CFO
(Principal Financial and Accounting Officer)
Chairman
Director
Director
Director
Director
Director
Director
Director
Director
122
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS
Board of Directors
Board of Directors
Craig A. Langel, CPA, CVA, Chairman
Officer of Langel & Associates, P.C./Owner and
Craig A. Langel, CPA, CVA, Chairman
CEO of CLC Restaurants, Inc.
Officer of Langel & Associates, P.C./Owner and
CEO of CLC Restaurants, Inc.
David C. Boyles
Former Chairman of Columbine Capital Corporation and
Retired President of Guaranty Bank and Trust Company
David C. Boyles
Former Chairman of Columbine Capital Corporation and
Retired President of Guaranty Bank and Trust Company
Robert A. Cashell, Jr.
Owner and President of Robert Parker, Inc. and Topaz Lodge,
Robert A. Cashell, Jr.
Inc.
Owner and President of Robert Parker, Inc. and Topaz Lodge,
Inc.
Randall M. Chesler
President and CEO of Glacier Bancorp, Inc.
Jesus T. Espinoza
President and CEO of Espinoza Community Development LLC
and Former President and CEO of Raza Development Fund
Jesus T. Espinoza
President and CEO of Espinoza Community Development LLC
and Former President and CEO of Raza Development Fund
Annie M. Goodwin, RN
Attorney/Goodwin Law Office LLC and Former Montana
Commissioner of Banking and Financial Institutions
Annie M. Goodwin, RN
Attorney/Goodwin Law Office LLC and Former Montana
Commissioner of Banking and Financial Institutions
Kristen L. Heck
Owner and CEO of LC Staffing Service and Loyal Care LP
Kristen L. Heck
Owner and CEO of LC Staffing Service and Loyal Care LP
Michael B. Hormaechea
Owner of Hormaechea Development, LLC
Randall M. Chesler
President and CEO of Glacier Bancorp, Inc.
Sherry L. Cladouhos
Retired CEO of Blue Cross Blue Shield of Montana
Sherry L. Cladouhos
Retired CEO of Blue Cross Blue Shield of Montana
Michael B. Hormaechea
Owner of Hormaechea Development, LLC
Douglas J. McBride, OD, FAAO
Doctor of Optometry
Douglas J. McBride, OD, FAAO
Doctor of Optometry
Corporate Officers
Corporate Officers
Randall M. Chesler
President/Chief Executive Officer
Paul W. Peterson
Senior Vice President/Chief Mortgage Officer
Randall M. Chesler
President/Chief Executive Officer
Ron J. Copher, CPA
Executive Vice President/Chief Financial Officer/Secretary
Paul W. Peterson
Senior Vice President/Chief Mortgage Officer
Byron J. Pollan
Senior Vice President/Treasurer
Ron J. Copher, CPA
Executive Vice President/Chief Financial Officer/Secretary
Don J. Chery
Executive Vice President/Chief Administrative Officer
Byron J. Pollan
Senior Vice President/Treasurer
Jason A. Preble
Senior Vice President/Chief Operations Officer
Jason A. Preble
Senior Vice President/Chief Operations Officer
Nathan D. Judd
Senior Vice President/Chief Auditor
Nathan D. Judd
Senior Vice President/Chief Auditor
Ryan T. Screnar, CPA, CGMA
Senior Vice President/Chief Compliance Director
Ryan T. Screnar, CPA, CGMA
Senior Vice President/Chief Compliance Director
R. Greg Wamsley, CFA
Senior Vice President/Head of Financial Planning & Analysis
R. Greg Wamsley, CFA
Senior Vice President/Head of Financial Planning & Analysis
Don J. Chery
Executive Vice President/Chief Administrative Officer
Tom P. Dolan
Senior Vice President/Chief Credit Officer
Tom P. Dolan
Senior Vice President/Chief Credit Officer
Angela L. Dose, CPA
Senior Vice President/Chief Accounting Officer
Angela L. Dose, CPA
Senior Vice President/Chief Accounting Officer
T.J. Frickle
Senior Vice President/Chief Risk Manager
T.J. Frickle
Senior Vice President/Chief Risk Manager
Lee K. Groom
Senior Vice President/Chief Experience Officer
Lee K. Groom
Senior Vice President/Chief Experience Officer
David L. Langston
Senior Vice President/Chief Human Resources Officer
David L. Langston
Senior Vice President/Chief Human Resources Officer
Mark D. MacMillan
Senior Vice President/Chief Information Officer
Mark D. MacMillan
Senior Vice President/Chief Information Officer
Cover photo by Lauren Hartley
“Waterfall at Upper Grinnell”
Glacier National Park, Montana
www.laurenhartleyphotography.com
Cover photo by Lauren Hartley
“Waterfall at Upper Grinnell”
Glacier National Park, Montana
www.laurenhartleyphotography.com
Chelan
Kalispell
WASHINGTON
Coeur
d’Alene
MONTANA
Missoula
Lewistown
Helena
Bozeman
Billings
Powell
WYOMING
IDAHO
Pocatello
Layton
American Fork
Reno
NEVADA
UTAH
ARIZONA
Yuma
Division of Glacie r Ban k
Division of Glacier Bank
Division of Glacier Bank
Wheatland
Buena Vista
COLORADO
Durango
Division Bank Locations
“ We are proud to serve your hometown
with personal service and we welcome
you to our Family of Banks.”
— Randy Chesler, President and CEO
Member FDIC
1 2346701-C-DES-MAP