Pennsylvania
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25-1255406
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12 Federal Street, One North Shore Center, Pittsburgh, PA
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15212
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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800-555-5455
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Exchange on which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Depositary Shares each representing a 1/40th interest in a
share of Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $0.01 per share
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New York Stock Exchange
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Large Accelerated Filer ☒
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Accelerated Filer ☐
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Non-accelerated Filer ☐
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Smaller Reporting Company ☐
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Emerging Growth Company ☐
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PAGE
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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ADC
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Acquisition, development or construction
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AFS
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Available for sale
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ALCO
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Asset/Liability Committee
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ANNB
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Annapolis Bancorp, Inc.
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AOCI
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Accumulated other comprehensive income
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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BOLI
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Bank owned life insurance
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Basel III
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Basel III Capital Rules
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BCSB
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BCSB Bancorp, Inc.
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BHC Act
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Bank Holding Company Act of 1956, as amended
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CECL
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Current expected credit losses
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CET1
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Common equity tier 1
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CFPB
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Consumer Financial Protection Bureau
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CPP
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Capital Purchase Program
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CRA
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Community Reinvestment Act of 1977
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DIF
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Deposit Insurance Fund
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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DOJ
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U.S. Department of Justice
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DTA
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Deferred tax asset
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DTL
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Deferred tax liability
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Economic Growth Act
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Economic Growth, Regulatory Relief and Consumer Protection Act
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EVE
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Economic value of equity
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ERISA
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Employee Retirement Income Security Act of 1974
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FASB
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Financial Accounting Standards Board
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FDIC
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Federal Deposit Insurance Corporation
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FDICIA
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Federal Deposit Insurance Corporation Improvement Act of 1991
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FHLB
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Federal Home Loan Bank
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FICO
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Fair Isaac Corporation
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Fifth Third
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Fifth Third Bank
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FINRA
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Financial Industry Regulatory Authority
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FNB
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F.N.B. Corporation
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FNBIA
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F.N.B. Investment Advisors, Inc.
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FNBPA
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First National Bank of Pennsylvania
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FNIA
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First National Insurance Agency, LLC
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FNTC
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First National Trust Company
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FOMC
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Federal Open Market Committee
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FRB
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Board of Governors of the Federal Reserve System
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FSOC
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Financial Stability Oversight Council
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FTE
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Fully taxable equivalent
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FVO
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Fair value option
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GAAP
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U.S. generally accepted accounting principles
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GLB Act
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Gramm-Leach Bliley Act of 1999
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GSE
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Government-sponsored entity
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HTM
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Held to maturity
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HUD
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Department of Housing and Urban Development
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HVCRE
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High volatility commercial real estate
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IRLC
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Interest rate lock commitments
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LCR
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Liquidity Coverage Ratio
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LIBOR
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London Inter-bank Offered Rate
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LIHTC
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Low income housing tax credit
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LTV
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Loan-to-value
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MCH
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Months of Cash on Hand
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METR
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Metro Bancorp, Inc.
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MD&A
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Management's Discussion and Analysis
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MSA
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Mortgage servicing asset
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MSR
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Mortgage servicing rights
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NYSE
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New York Stock Exchange
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OBA
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OBA Financial Services, Inc.
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OCC
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Office of the Comptroller of the Currency
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OREO
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Other real estate owned
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OTTI
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Other-than-temporary impairment
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Penn-Ohio
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Penn-Ohio Life Insurance Company
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QM
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Qualified mortgage
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Regency
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Regency Finance Company
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RESPA
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Real Estate Settlement Procedures Act
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SAB
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Staff Accounting Bulletin
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SBA
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Small Business Administration
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SEC
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Securities and Exchange Commission
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SOX
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Sarbanes-Oxley Act of 2002
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TCJA
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Tax Cuts and Jobs Act of 2017
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TDR
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Troubled debt restructuring
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TILA
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Truth in Lending Act
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TPS
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Trust preferred securities
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UST
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U.S. Department of the Treasury
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YDKN
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Yadkin Financial Corporation
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ITEM 1.
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BUSINESS
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Acquired Entity
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Acquired Bank
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Year
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Fair Value of
Assets Acquired
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(dollars in millions)
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Yadkin Financial Corporation
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Yadkin Bank
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2017
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$
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6,780
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Metro Bancorp, Inc.
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Metro Bank
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2016
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2,784
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OBA Financial Services, Inc.
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OBA Bank
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2014
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390
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BCSB Bancorp, Inc.
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Baltimore County Savings Bank
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2014
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596
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•
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Prohibiting federal banking regulators from imposing higher capital standards on HVCRE exposures unless they are for ADC loans, and clarifying ADC status;
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Requiring the federal banking agencies to amend the LCR Rule such that all qualifying investment-grade, liquid and readily-marketable municipal securities are treated as level 2B liquid assets, making them more attractive investment alternatives;
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Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000; and
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Directing the CFPB to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes. (See discussion under Risk Factors - caption
“We could be adversely affected by changes in the law, especially changes in the regulation of the banking industry”).
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enhanced authority over troubled and failing banks and their holding companies;
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increased capital and liquidity requirements;
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increased regulatory examination fees;
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increased assessments banks must pay the FDIC for federal deposit insurance; and
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specific provisions designed to improve supervision and oversight of bank safety and soundness and consumer practices, by imposing restrictions and limitations on the scope and type of banking and financial activities.
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require banks to disclose credit terms in meaningful and consistent ways;
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prohibit discrimination against an applicant in any consumer or business credit transaction;
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prohibit discrimination in housing-related lending activities;
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require banks to collect and report applicant and borrower data regarding loans for home purchases or improvement projects;
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require lenders to provide borrowers with more detailed information regarding the nature and cost of real estate settlements;
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prohibit certain lending practices and limit escrow account amounts with respect to real estate transactions;
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prescribe possible penalties for violations of the requirements of consumer protection statutes and regulations;
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require prescribed consumer disclosures and the adoption of error resolution procedures and other consumer protection protocols with respect to electronic fund transfers; and
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prohibit unfair, deceptive or abusive acts and practices in connection with consumer loans, the collection of debt, and the provision of other consumer financial products and services.
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the company may acquire direct or indirect ownership or control of any voting shares of any bank or savings and loan association, if after such acquisition the bank holding company will directly or indirectly own or control more than five percent of any class of voting securities of the institution;
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any of the company’s subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank or savings and loan association; or
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the company may merge or consolidate with any other bank or financial holding company.
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a bank to merge with an out-of-state bank and convert any offices into branches of the resulting bank;
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a bank to acquire branches from an out-of-state bank; and
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a bank to establish and operate de novo interstate branches whenever the host state permits de novo branching of its own state-chartered banks.
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credit risks of a particular borrower;
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changes in economic conditions that impact certain geographic markets or industries;
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the duration of the loan; and
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in the case of a collateralized loan, uncertainties as to the future value of the collateral.
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Mortgage loan production levels are sensitive to changes in economic conditions and activity, strengths or weaknesses in the housing market and interest rate fluctuations. Generally, any sustained period of decreased economic activity or higher interest rates could reduce demand for mortgage loans and refinancings. In addition, our results of operations are affected by the amount of non-interest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in loan originations.
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Our ability to originate and resell mortgage loans readily is dependent upon the availability of an active secondary market. GSEs - FHLB, Fannie Mae, Freddie Mac and Ginnie Mae -- account for a substantial portion of the secondary market in residential mortgage loans. Any future changes in laws that significantly affect the activity of these GSEs could, in turn, adversely affect our mortgage banking business. In September 2008, the GSEs were placed into conservatorship by the U.S. government. We cannot predict if, when or how the conservatorship will end, or any associated changes to the business structure and operations of the GSEs that could result. Additionally, there are various proposals to reform the role of the GSEs in the U.S. housing finance market. The extent and timing of any such regulatory reform regarding the housing finance market and the GSEs are uncertain.
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Future changes to our eligibility to participate in the programs offered by the GSEs and other secondary purchasers, or the loan criteria of the GSEs and other secondary purchasers could also result in a lower volume of corresponding loan originations.
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a regular review of the quality, mix and size of the overall loan portfolio;
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historical loan loss experience;
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evaluation of non-performing loans;
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geographic or industry concentrations;
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assessment of economic conditions and their effects on FNB’s existing portfolio;
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the amount and quality of collateral, including guarantees, securing loans; and
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geographic or industry economic market conditions.
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changes in interest rates or interest rate spreads can affect the difference between the interest that FNBPA can earn on assets and the interest that FNBPA may pay on liabilities, which impacts FNBPA’s overall net interest income and profitability;
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such changes can affect the ability of borrowers to meet obligations under variable or adjustable rate loans and other debt instruments and can, in turn, affect our loss rates on those assets;
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such changes may decrease the demand for interest rate-based products or services, including bank loans and deposit products and the subordinated notes offered by our subsidiary, FNB Financial Services, LP;
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such changes can also affect our ability to hedge various forms of market and interest rate risks and may decrease the profitability or increase the risk associated with such hedges; and
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movements in interest rates also affect mortgage repayment speeds and could result in impairments of mortgage servicing assets or otherwise affect the profitability of such assets.
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adversely affect the interest rates paid or received on, and the revenue and expenses associate with, our floating rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
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adversely affect the value of our floating rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
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prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
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result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
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require the transition to, or development of, appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR.
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demand for our loans, deposits and services may decline;
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loan delinquencies, problem assets and foreclosures may increase;
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weak economic conditions could limit the demand for loans by creditworthy borrowers, limiting our capacity to leverage our retail deposits and maintain our net interest income;
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collateral for our loans may decline in value; and
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the amount of our low-cost or non-interest-bearing deposits may decrease.
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the payment of dividends and stock repurchases;
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mergers with or acquisitions of other institutions or branches;
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Balance Sheet growth;
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investments;
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loans and interest rates;
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assessments of fees, such as overdraft and electronic transfer interchange fees;
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the provision of securities, insurance, brokerage or trust services;
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the types of non-deposit activities in which our subsidiaries may engage; and
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offering of new products and services.
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potential exposure to unknown or contingent liabilities, including fraud, of banks and non-bank entities that we acquire;
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exposure to potential asset quality issues of acquired banks and non-bank entities due to different underwriting standards that may have been employed by the predecessor entities;
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potential disruption to our business;
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potential diversion of the time and attention of our management;
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the possible loss of key employees and customers of the banks and other businesses that we acquire; and
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potential dilution of our current stockholders’ ownership to the extent that we issue additional shares of stock to pay for those acquisitions.
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require shareholders to give us advance notice to nominate candidates for election to our Board of Directors or to make shareholder proposals at a shareholders’ meeting;
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•
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permit our Board of Directors to issue, without approval of our common shareholders unless otherwise required by law, preferred stock with such terms as our Board of Directors may determine;
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•
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require the vote of the holders of at least 75% of our voting shares for shareholder amendments to our By-laws;
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•
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in the case of a proposed business combination with a shareholder owning 10% or more of the voting shares of FNB, the vote of the holders of at least two-thirds of the voting shares not owned by such shareholder is required to approve the business combination, unless it is approved by a majority of FNB’s disinterested directors.
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December 31, 2018
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Community
Banking |
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Pennsylvania
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239
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Ohio
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31
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Maryland
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29
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West Virginia
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2
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North Carolina
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92
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South Carolina
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3
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Total number of branches/retail offices
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396
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Total branches/retail offices owned
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224
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Total branches/retail offices leased
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172
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Name
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Age
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Principal Occupation
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Vincent J. Delie, Jr.
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54
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President and Chief Executive Officer of FNB;
Chief Executive Officer of FNBPA
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Vincent J. Calabrese, Jr.
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56
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Chief Financial Officer of FNB;
Executive Vice President of FNBPA
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Gary L. Guerrieri
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58
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Chief Credit Officer of FNB;
Executive Vice President of FNBPA
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James G. Orie
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60
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Chief Legal Officer and Corporate Secretary of FNB;
Executive Vice President of FNBPA
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James L. Dutey
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45
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Corporate Controller and Senior Vice President of FNB
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Robert M. Moorehead
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64
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Chief Wholesale Banking Officer of FNBPA
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Barry C. Robinson
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55
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Chief Consumer Banking Officer of FNBPA
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(1)
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On August 31, 2018, we completed the sale of Regency.
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(2)
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On March 11, 2017, we completed our acquisition of YDKN.
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(3)
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On April 22, 2016 and February 13, 2016, we completed our purchase of 17 branch-banking locations and related consumer loans from Fifth Third and completed the acquisition of METR, respectively.
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(4)
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On September 18, 2015, we completed our purchase of five branch-banking locations from Bank of America. On June 22 and July 18, 2015, we, through our wholly owned subsidiary, FNIA, acquired certain insurance-related assets from Pittsburgh-area insurance companies.
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(5)
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On February 15, 2014 and September 19, 2014, we completed the acquisitions of BCSB and OBA, respectively.
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(6)
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Refer to the
Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP
section in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report.
|
•
|
Net income was
$372.9 million
, compared to
$199.2 million
.
|
•
|
Operating net income (non-GAAP) was
$374.7 million
, compared to
$289.2 million
.
|
•
|
Earnings per diluted common share was
$1.12
, compared to
$0.63
.
|
•
|
Operating earnings per diluted common share (non-GAAP) was
$1.13
, compared to
$0.93
.
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•
|
Total revenue
increased
9.9%
to
$1.2 billion
, reflecting a
10.2%
increase in net interest income and a
9.2%
increase in non-interest income.
|
•
|
Net interest income was
$932.5 million
, compared to
$846.4 million
.
|
•
|
Net interest margin (FTE) (non-GAAP) declined
4 basis points
to
3.39%
from
3.43%
, reflecting a
3
basis point decrease in the fully taxable equivalent adjustment related to the impact of tax reform. Regency contributed 8 basis points and 14 basis points, respectively.
|
•
|
Non-interest income was
$275.7 million
, compared to
$252.4 million
.
|
•
|
Non-interest expense, excluding merger-related costs, was
$694.5 million
, compared to
$625.0 million
.
|
•
|
Income tax expense
decreased
$77.5 million
or
49.4%
, primarily due to the lower tax rate in
2018
and renewable energy tax credits obtained via lease financing; 2017 was impacted by a reduction in the valuation of net deferred tax assets of $54.0 million due to the enactment of the TCJA and merger-related items.
|
•
|
The efficiency ratio (non-GAAP) was
54.8%
, compared to
54.2%
.
|
•
|
The net charge-offs to total average loans ratio increased slightly to
0.26%
, compared to
0.22%
. Included in 2018 was 3 basis points of net charge-offs from the mark to fair value on the Regency loans prior to the sale, with no associated provision expense.
|
•
|
Total assets were
$33.1 billion
, compared to
$31.4 billion
, an increase of
$1.7 billion
, or
5.4%
.
|
•
|
Growth in total average loans was
$2.1 billion
, or
10.6%
, with average commercial loan growth of
$1.3 billion
, or
10.9%
, and average consumer loan growth of $737.2 million, or
10.0%
.
|
•
|
Total average deposits grew
$2.4 billion
, or
11.6%
, including an increase in average non-interest-bearing deposits of
$579.2 million
, or
11.0%
, and an increase in average time deposits of
$1.3 billion
, or
33.2%
.
|
•
|
The ratio of loans to deposits was
94.4%
, compared to
93.7%
.
|
•
|
Total stockholders’ equity was
$4.6 billion
, compared to
$4.4 billion
, an increase of
$0.2 billion
, or
4.5%
since
December 31, 2017
, primarily driven by an increase in earnings partially offset by a decline in AOCI. Additionally, the dividend payout ratio for 2018 was
42.96%
compared to
74.61%
.
|
•
|
There was a
24
basis point improvement in the delinquency ratio in the originated portfolio from
0.88%
to
0.64%
.
|
•
|
The ratio of the allowance for loan losses to total loans and leases was
0.81%
, compared to
0.84%
.
|
|
Year Ended
December 31
|
|
$
Change
|
|
%
Change
|
|||||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
|
||||||||||
Net interest income
|
$
|
932,489
|
|
|
$
|
846,434
|
|
|
$
|
86,055
|
|
|
10.2
|
%
|
Provision for credit losses
|
61,227
|
|
|
61,073
|
|
|
154
|
|
|
0.3
|
|
|||
Non-interest income
|
275,651
|
|
|
252,449
|
|
|
23,202
|
|
|
9.2
|
|
|||
Non-interest expense
|
694,532
|
|
|
681,541
|
|
|
12,991
|
|
|
1.9
|
|
|||
Income taxes
|
79,523
|
|
|
157,065
|
|
|
(77,542
|
)
|
|
(49.4
|
)
|
|||
Net income
|
372,858
|
|
|
199,204
|
|
|
173,654
|
|
|
87.2
|
|
|||
Less: Preferred stock dividends
|
8,041
|
|
|
8,041
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common stockholders
|
$
|
364,817
|
|
|
$
|
191,163
|
|
|
$
|
173,654
|
|
|
90.8
|
%
|
Earnings per common share – Basic
|
$
|
1.13
|
|
|
$
|
0.63
|
|
|
$
|
0.50
|
|
|
79.4
|
%
|
Earnings per common share – Diluted
|
1.12
|
|
|
0.63
|
|
|
0.49
|
|
|
77.8
|
|
|||
Cash dividends per common share
|
0.48
|
|
|
0.48
|
|
|
—
|
|
|
—
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Return on average equity
|
8.30
|
%
|
|
4.89
|
%
|
||
Return on average tangible common equity
(2)
|
18.41
|
%
|
|
10.90
|
%
|
||
Return on average assets
|
1.16
|
%
|
|
0.68
|
%
|
||
Return on average tangible assets
(2)
|
1.29
|
%
|
|
0.78
|
%
|
||
Book value per common share
(1)
|
$
|
13.88
|
|
|
$
|
13.30
|
|
Tangible book value per common share
(1) (2)
|
$
|
6.68
|
|
|
$
|
6.06
|
|
Equity to assets
(1)
|
13.92
|
%
|
|
14.03
|
%
|
||
Average equity to average assets
|
13.97
|
%
|
|
13.98
|
%
|
||
Common equity to assets
(1)
|
13.60
|
%
|
|
13.69
|
%
|
||
Tangible equity to tangible assets
(1) (2)
|
7.39
|
%
|
|
7.11
|
%
|
||
Tangible common equity to tangible assets
(1) (2)
|
7.05
|
%
|
|
6.74
|
%
|
||
Dividend payout ratio
|
42.96
|
%
|
|
74.61
|
%
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
Assets
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with banks
|
$
|
62,100
|
|
|
$
|
1,347
|
|
|
2.17
|
%
|
|
$
|
94,261
|
|
|
$
|
894
|
|
|
0.95
|
%
|
|
$
|
116,769
|
|
|
$
|
444
|
|
|
0.38
|
%
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129
|
|
|
8
|
|
|
0.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Taxable investment securities
(1)
|
5,247,250
|
|
|
118,614
|
|
|
2.26
|
|
|
4,824,688
|
|
|
97,843
|
|
|
2.03
|
|
|
3,720,800
|
|
|
71,853
|
|
|
1.93
|
|
||||||
Tax-exempt investment securities
(1) (2)
|
1,008,944
|
|
|
35,438
|
|
|
3.51
|
|
|
720,039
|
|
|
30,056
|
|
|
4.17
|
|
|
319,836
|
|
|
13,815
|
|
|
4.32
|
|
||||||
Loans held for sale
|
47,761
|
|
|
2,841
|
|
|
5.95
|
|
|
89,558
|
|
|
5,672
|
|
|
6.33
|
|
|
16,525
|
|
|
726
|
|
|
4.39
|
|
||||||
Loans and leases
(2) (3)
|
21,581,629
|
|
|
1,025,229
|
|
|
4.75
|
|
|
19,520,234
|
|
|
864,619
|
|
|
4.43
|
|
|
14,265,032
|
|
|
603,373
|
|
|
4.23
|
|
||||||
Total interest-earning assets
(2)
|
27,947,684
|
|
|
1,183,469
|
|
|
4.23
|
|
|
25,249,909
|
|
|
999,092
|
|
|
3.96
|
|
|
18,438,962
|
|
|
690,211
|
|
|
3.74
|
|
||||||
Cash and due from banks
|
366,971
|
|
|
|
|
|
|
344,791
|
|
|
|
|
|
|
275,432
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
(181,019
|
)
|
|
|
|
|
|
(167,364
|
)
|
|
|
|
|
|
(152,751
|
)
|
|
|
|
|
||||||||||||
Premises and equipment
|
329,151
|
|
|
|
|
|
|
324,092
|
|
|
|
|
|
|
219,192
|
|
|
|
|
|
||||||||||||
Other assets
|
3,675,710
|
|
|
|
|
|
|
3,379,681
|
|
|
|
|
|
|
1,896,882
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
32,138,497
|
|
|
|
|
|
|
$
|
29,131,109
|
|
|
|
|
|
|
$
|
20,677,717
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand
|
$
|
9,396,339
|
|
|
62,876
|
|
|
0.67
|
|
|
$
|
8,927,700
|
|
|
32,822
|
|
|
0.37
|
|
|
$
|
6,652,953
|
|
|
16,029
|
|
|
0.24
|
|
|||
Savings
|
2,558,370
|
|
|
6,007
|
|
|
0.23
|
|
|
2,477,644
|
|
|
2,796
|
|
|
0.11
|
|
|
2,237,020
|
|
|
1,712
|
|
|
0.08
|
|
||||||
Certificates and other time
|
5,022,607
|
|
|
73,341
|
|
|
1.46
|
|
|
3,770,172
|
|
|
35,964
|
|
|
0.95
|
|
|
2,600,340
|
|
|
23,498
|
|
|
0.90
|
|
||||||
Short-term borrowings
|
3,917,858
|
|
|
74,439
|
|
|
1.89
|
|
|
3,761,297
|
|
|
43,969
|
|
|
1.16
|
|
|
1,975,742
|
|
|
12,183
|
|
|
0.61
|
|
||||||
Long-term borrowings
|
641,379
|
|
|
21,047
|
|
|
3.28
|
|
|
634,107
|
|
|
18,341
|
|
|
2.89
|
|
|
616,283
|
|
|
14,029
|
|
|
2.28
|
|
||||||
Total interest-bearing liabilities
|
21,536,553
|
|
|
237,710
|
|
|
1.10
|
|
|
19,570,920
|
|
|
133,892
|
|
|
0.68
|
|
|
14,082,338
|
|
|
67,451
|
|
|
0.48
|
|
||||||
Non-interest-bearing demand
|
5,843,429
|
|
|
|
|
|
|
5,264,256
|
|
|
|
|
|
|
3,884,941
|
|
|
|
|
|
||||||||||||
Other liabilities
|
267,682
|
|
|
|
|
|
|
222,233
|
|
|
|
|
|
|
210,462
|
|
|
|
|
|
||||||||||||
Total liabilities
|
27,647,664
|
|
|
|
|
|
|
25,057,409
|
|
|
|
|
|
|
18,177,741
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
4,490,833
|
|
|
|
|
|
|
4,073,700
|
|
|
|
|
|
|
2,499,976
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
32,138,497
|
|
|
|
|
|
|
$
|
29,131,109
|
|
|
|
|
|
|
$
|
20,677,717
|
|
|
|
|
|
|||||||||
Excess of interest-earning assets over interest-bearing liabilities
|
$
|
6,411,131
|
|
|
|
|
|
|
$
|
5,678,989
|
|
|
|
|
|
|
$
|
4,356,624
|
|
|
|
|
|
|||||||||
Net interest income (FTE)
(2)
|
|
|
945,759
|
|
|
|
|
|
|
865,200
|
|
|
|
|
|
|
622,760
|
|
|
|
||||||||||||
Tax-equivalent adjustment
|
|
|
(13,270
|
)
|
|
|
|
|
|
(18,766
|
)
|
|
|
|
|
|
(11,248
|
)
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
932,489
|
|
|
|
|
|
|
$
|
846,434
|
|
|
|
|
|
|
$
|
611,512
|
|
|
|
|||||||||
Net interest spread
|
|
|
|
|
3.13
|
%
|
|
|
|
|
|
3.28
|
%
|
|
|
|
|
|
3.26
|
%
|
||||||||||||
Net interest margin
(2)
|
|
|
|
|
3.39
|
%
|
|
|
|
|
|
3.43
|
%
|
|
|
|
|
|
3.38
|
%
|
(1)
|
The average balances and yields earned on securities are based on historical cost.
|
(2)
|
The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35% in 2017 and 2016. The yield on earning assets and the net interest margin are presented on an FTE basis. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
|
(3)
|
Average balances include non-accrual loans. Loans and leases consist of average total loans less average unearned income.
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||||||||||
(in thousands)
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest Income
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
$
|
(305
|
)
|
|
$
|
758
|
|
|
$
|
453
|
|
|
$
|
(86
|
)
|
|
$
|
536
|
|
|
$
|
450
|
|
Federal funds sold
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
4
|
|
|
4
|
|
|
8
|
|
||||||
Securities
(2)
|
19,150
|
|
|
7,004
|
|
|
26,154
|
|
|
40,349
|
|
|
1,882
|
|
|
42,231
|
|
||||||
Loans held for sale
|
(2,606
|
)
|
|
(226
|
)
|
|
(2,832
|
)
|
|
3,383
|
|
|
1,563
|
|
|
4,946
|
|
||||||
Loans and leases
(2)
|
88,930
|
|
|
71,679
|
|
|
160,609
|
|
|
233,286
|
|
|
27,960
|
|
|
261,246
|
|
||||||
Total interest income
(2)
|
105,165
|
|
|
79,211
|
|
|
184,376
|
|
|
276,936
|
|
|
31,945
|
|
|
308,881
|
|
||||||
Interest Expense
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand
|
2,524
|
|
|
27,530
|
|
|
30,054
|
|
|
6,766
|
|
|
10,027
|
|
|
16,793
|
|
||||||
Savings
|
553
|
|
|
2,654
|
|
|
3,207
|
|
|
358
|
|
|
726
|
|
|
1,084
|
|
||||||
Certificates and other time
|
15,034
|
|
|
22,348
|
|
|
37,382
|
|
|
10,752
|
|
|
1,714
|
|
|
12,466
|
|
||||||
Short-term borrowings
|
2,162
|
|
|
28,306
|
|
|
30,468
|
|
|
20,461
|
|
|
11,325
|
|
|
31,786
|
|
||||||
Long-term borrowings
|
349
|
|
|
2,357
|
|
|
2,706
|
|
|
958
|
|
|
3,354
|
|
|
4,312
|
|
||||||
Total interest expense
|
20,622
|
|
|
83,195
|
|
|
103,817
|
|
|
39,295
|
|
|
27,146
|
|
|
66,441
|
|
||||||
Net change
(2)
|
$
|
84,543
|
|
|
$
|
(3,984
|
)
|
|
$
|
80,559
|
|
|
$
|
237,641
|
|
|
$
|
4,799
|
|
|
$
|
242,440
|
|
(1)
|
The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
|
(2)
|
Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35.0% in 2017 and 2016. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
|
|
|
|
2018 vs 2017
|
|
|
|
2017 vs 2016
|
||||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
$
Change |
|
%
Change |
|
2016
|
|
$
Change |
|
%
Change |
||||||||||||
Provision for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated
|
$
|
55,782
|
|
|
$
|
64,559
|
|
|
$
|
(8,777
|
)
|
|
(13.6
|
)%
|
|
$
|
55,422
|
|
|
$
|
9,137
|
|
|
16.5
|
%
|
Acquired
|
5,445
|
|
|
(3,486
|
)
|
|
8,931
|
|
|
n/m
|
|
|
330
|
|
|
(3,816
|
)
|
|
n/m
|
|
|||||
Total provision for credit losses
|
$
|
61,227
|
|
|
$
|
61,073
|
|
|
$
|
154
|
|
|
0.3
|
%
|
|
$
|
55,752
|
|
|
$
|
5,321
|
|
|
9.5
|
%
|
Net loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated
|
$
|
51,097
|
|
|
$
|
46,668
|
|
|
$
|
4,429
|
|
|
9.5
|
%
|
|
$
|
39,916
|
|
|
$
|
6,752
|
|
|
16.9
|
%
|
Acquired
|
4,863
|
|
|
(2,916
|
)
|
|
7,779
|
|
|
n/m
|
|
|
(211
|
)
|
|
(2,705
|
)
|
|
n/m
|
|
|||||
Total net loan charge-offs
|
$
|
55,960
|
|
|
$
|
43,752
|
|
|
$
|
12,208
|
|
|
27.9
|
%
|
|
$
|
39,705
|
|
|
$
|
4,047
|
|
|
10.2
|
%
|
Net loan charge-offs / total average loans and leases
|
0.26
|
%
|
|
0.22
|
%
|
|
|
|
|
|
0.28
|
%
|
|
|
|
|
|||||||||
Net originated loan charge-offs / total average originated loans and leases
|
0.31
|
%
|
|
0.33
|
%
|
|
|
|
|
|
0.34
|
%
|
|
|
|
|
|||||||||
n/m - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 vs 2017
|
|
|
|
|
2017 vs 2016
|
||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
$
Change
|
|
%
Change
|
|
|
2016
|
|
$
Change
|
|
%
Change
|
||||||||||||
Service charges
|
$
|
125,476
|
|
|
$
|
120,432
|
|
|
$
|
5,044
|
|
|
4.2
|
%
|
|
|
$
|
96,824
|
|
|
$
|
23,608
|
|
|
24.4
|
%
|
Trust services
|
25,818
|
|
|
23,121
|
|
|
2,697
|
|
|
11.7
|
|
|
|
21,173
|
|
|
1,948
|
|
|
9.2
|
|
|||||
Insurance commissions and fees
|
18,312
|
|
|
19,063
|
|
|
(751
|
)
|
|
(3.9
|
)
|
|
|
18,328
|
|
|
735
|
|
|
4.0
|
|
|||||
Securities commissions and fees
|
17,545
|
|
|
15,286
|
|
|
2,259
|
|
|
14.8
|
|
|
|
13,468
|
|
|
1,818
|
|
|
13.5
|
|
|||||
Capital markets income
|
21,366
|
|
|
16,603
|
|
|
4,763
|
|
|
28.7
|
|
|
|
15,471
|
|
|
1,132
|
|
|
7.3
|
|
|||||
Mortgage banking operations
|
21,940
|
|
|
19,977
|
|
|
1,963
|
|
|
9.8
|
|
|
|
12,106
|
|
|
7,871
|
|
|
65.0
|
|
|||||
Dividends on non-marketable equity securities
|
15,553
|
|
|
9,222
|
|
|
6,331
|
|
|
68.7
|
|
|
|
4,094
|
|
|
5,128
|
|
|
125.3
|
|
|||||
Bank owned life insurance
|
13,500
|
|
|
11,693
|
|
|
1,807
|
|
|
15.5
|
|
|
|
10,249
|
|
|
1,444
|
|
|
14.1
|
|
|||||
Net securities gains
|
34
|
|
|
5,916
|
|
|
(5,882
|
)
|
|
n/m
|
|
|
712
|
|
|
5,204
|
|
|
n/m
|
|||||||
Other
|
16,107
|
|
|
11,136
|
|
|
4,971
|
|
|
44.6
|
|
|
|
9,336
|
|
|
1,800
|
|
|
19.3
|
|
|||||
Total non-interest income
|
$
|
275,651
|
|
|
$
|
252,449
|
|
|
$
|
23,202
|
|
|
9.2
|
%
|
|
|
$
|
201,761
|
|
|
$
|
50,688
|
|
|
25.1
|
%
|
|
|
|
$
|
|
%
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
Total non-interest income, as reported
|
$
|
275,651
|
|
|
$
|
252,449
|
|
|
$
|
23,202
|
|
|
9.2
|
%
|
Significant items:
|
|
|
|
|
|
|
|
|||||||
Gain on sale of subsidiary
|
(5,135
|
)
|
|
—
|
|
|
(5,135
|
)
|
|
|
||||
Loss on fixed assets related to branch consolidations
|
3,677
|
|
|
—
|
|
|
3,677
|
|
|
|
||||
Merger-related net securities gains
|
—
|
|
|
(2,609
|
)
|
|
2,609
|
|
|
|
||||
Total non-interest income, excluding significant items
(1)
|
$
|
274,193
|
|
|
$
|
249,840
|
|
|
$
|
24,353
|
|
|
9.7
|
%
|
|
|
|
|
|
2018 vs 2017
|
|
|
|
|
2017 vs 2016
|
||||||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
$
Change
|
|
%
Change
|
|
|
2016
|
|
$
Change
|
|
%
Change
|
||||||||||||
Salaries and employee benefits
|
$
|
369,630
|
|
|
$
|
326,893
|
|
|
$
|
42,737
|
|
|
13.1
|
%
|
|
|
$
|
239,798
|
|
|
$
|
87,095
|
|
|
36.3
|
%
|
Net occupancy
|
59,679
|
|
|
53,787
|
|
|
5,892
|
|
|
11.0
|
|
|
|
40,086
|
|
|
13,701
|
|
|
34.2
|
|
|||||
Equipment
|
55,430
|
|
|
49,361
|
|
|
6,069
|
|
|
12.3
|
|
|
|
38,046
|
|
|
11,315
|
|
|
29.7
|
|
|||||
Amortization of intangibles
|
15,652
|
|
|
17,517
|
|
|
(1,865
|
)
|
|
(10.6
|
)
|
|
|
11,210
|
|
|
6,307
|
|
|
56.3
|
|
|||||
Outside services
|
65,682
|
|
|
56,113
|
|
|
9,569
|
|
|
17.1
|
|
|
|
43,737
|
|
|
12,376
|
|
|
28.3
|
|
|||||
FDIC insurance
|
32,959
|
|
|
32,902
|
|
|
57
|
|
|
0.2
|
|
|
|
19,203
|
|
|
13,699
|
|
|
71.3
|
|
|||||
Bank shares and franchise taxes
|
11,929
|
|
|
10,256
|
|
|
1,673
|
|
|
16.3
|
|
|
|
8,940
|
|
|
1,316
|
|
|
14.7
|
|
|||||
Merger-related
|
—
|
|
|
56,513
|
|
|
(56,513
|
)
|
|
n/m
|
|
|
37,439
|
|
|
19,074
|
|
|
50.9
|
|
||||||
Other
|
83,571
|
|
|
78,199
|
|
|
5,372
|
|
|
6.9
|
|
|
|
72,674
|
|
|
5,525
|
|
|
7.6
|
|
|||||
Total non-interest expense
|
$
|
694,532
|
|
|
$
|
681,541
|
|
|
$
|
12,991
|
|
|
1.9
|
%
|
|
|
$
|
511,133
|
|
|
$
|
170,408
|
|
|
33.3
|
%
|
Year ended December 31
|
2017
|
||
(in thousands)
|
|
||
Professional services
|
$
|
26,161
|
|
Severance and other employee benefit costs
|
17,778
|
|
|
Charitable contributions
|
5,635
|
|
|
Data processing conversion costs
|
3,974
|
|
|
Marketing costs
|
1,546
|
|
|
Other expenses
|
1,419
|
|
|
Total merger-related costs
|
$
|
56,513
|
|
|
|
|
$
|
|
%
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
Total non-interest expense, as reported
|
$
|
694,532
|
|
|
$
|
681,541
|
|
|
$
|
12,991
|
|
|
1.9
|
%
|
Significant items:
|
|
|
|
|
|
|
|
|||||||
Discretionary 401(k) contribution
|
(874
|
)
|
|
—
|
|
|
(874
|
)
|
|
|
||||
Branch consolidations - salaries and benefits
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|
|
||||
Branch consolidations - occupancy and equipment
|
(1,609
|
)
|
|
—
|
|
|
(1,609
|
)
|
|
|
||||
Branch consolidations - other
|
(1,285
|
)
|
|
—
|
|
|
(1,285
|
)
|
|
|
||||
Merger-related
|
—
|
|
|
(56,513
|
)
|
|
56,513
|
|
|
|
||||
Total non-interest expense, excluding significant items
(1)
|
$
|
690,719
|
|
|
$
|
625,028
|
|
|
$
|
65,691
|
|
|
10.5
|
%
|
Year ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
79,523
|
|
|
$
|
157,065
|
|
|
$
|
75,497
|
|
Effective tax rate
|
17.6
|
%
|
|
44.1
|
%
|
|
30.6
|
%
|
|||
Statutory federal tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
December 31
|
|
$
Change
|
|
%
Change
|
|||||||||
(dollars in millions)
|
2018
|
|
2017
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
488
|
|
|
$
|
479
|
|
|
$
|
9
|
|
|
1.9
|
%
|
Securities
|
6,595
|
|
|
6,007
|
|
|
588
|
|
|
9.8
|
|
|||
Loans held for sale
|
22
|
|
|
93
|
|
|
(71
|
)
|
|
(76.3
|
)
|
|||
Loans and leases, net
|
21,973
|
|
|
20,824
|
|
|
1,149
|
|
|
5.5
|
|
|||
Goodwill and other intangibles
|
2,334
|
|
|
2,341
|
|
|
(7
|
)
|
|
(0.3
|
)
|
|||
Other assets
|
1,690
|
|
|
1,674
|
|
|
16
|
|
|
1.0
|
|
|||
Total Assets
|
$
|
33,102
|
|
|
$
|
31,418
|
|
|
$
|
1,684
|
|
|
5.4
|
%
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
23,455
|
|
|
$
|
22,400
|
|
|
$
|
1,055
|
|
|
4.7
|
%
|
Borrowings
|
4,756
|
|
|
4,347
|
|
|
409
|
|
|
9.4
|
|
|||
Other liabilities
|
283
|
|
|
262
|
|
|
21
|
|
|
8.0
|
|
|||
Total liabilities
|
28,494
|
|
|
27,009
|
|
|
1,485
|
|
|
5.5
|
|
|||
Stockholders’ equity
|
4,608
|
|
|
4,409
|
|
|
199
|
|
|
4.5
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
33,102
|
|
|
$
|
31,418
|
|
|
$
|
1,684
|
|
|
5.4
|
%
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
8,786
|
|
|
$
|
8,742
|
|
|
$
|
5,435
|
|
|
$
|
4,109
|
|
|
$
|
3,816
|
|
Commercial and industrial
|
4,556
|
|
|
4,170
|
|
|
3,043
|
|
|
2,602
|
|
|
2,318
|
|
|||||
Commercial leases
|
373
|
|
|
267
|
|
|
197
|
|
|
204
|
|
|
178
|
|
|||||
Other
|
46
|
|
|
17
|
|
|
36
|
|
|
39
|
|
|
41
|
|
|||||
Total commercial loans and leases
|
13,761
|
|
|
13,196
|
|
|
8,711
|
|
|
6,954
|
|
|
6,353
|
|
|||||
Direct installment
|
1,764
|
|
|
1,906
|
|
|
1,844
|
|
|
1,706
|
|
|
1,645
|
|
|||||
Residential mortgages
|
3,113
|
|
|
2,703
|
|
|
1,845
|
|
|
1,396
|
|
|
1,263
|
|
|||||
Indirect installment
|
1,933
|
|
|
1,448
|
|
|
1,196
|
|
|
997
|
|
|
875
|
|
|||||
Consumer lines of credit
|
1,582
|
|
|
1,746
|
|
|
1,301
|
|
|
1,137
|
|
|
1,111
|
|
|||||
Total consumer loans
|
8,392
|
|
|
7,803
|
|
|
6,186
|
|
|
5,236
|
|
|
4,894
|
|
|||||
Total loans and leases
|
$
|
22,153
|
|
|
$
|
20,999
|
|
|
$
|
14,897
|
|
|
$
|
12,190
|
|
|
$
|
11,247
|
|
•
|
Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties.
|
•
|
Commercial and industrial includes loans to businesses that are not secured by real estate.
|
•
|
Commercial leases consist of leases for new or used equipment.
|
•
|
Other is comprised primarily of credit cards and mezzanine loans.
|
•
|
Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans.
|
•
|
Residential mortgages consist of conventional and jumbo mortgage loans for 1-4 family properties.
|
•
|
Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans.
|
•
|
Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity.
|
(in millions)
|
Within
1 Year
|
|
1-5
Years
|
|
Over
5 Years
|
|
Total
|
||||||||
Commercial loans and leases
|
$
|
1,666
|
|
|
$
|
6,037
|
|
|
$
|
6,058
|
|
|
$
|
13,761
|
|
Residential mortgages
|
10
|
|
|
41
|
|
|
3,062
|
|
|
3,113
|
|
||||
Total
|
$
|
1,676
|
|
|
$
|
6,078
|
|
|
$
|
9,120
|
|
|
$
|
16,874
|
|
Interest rates for loans with maturities over one year:
|
|
|
|
|
|
|
|
||||||||
Fixed
|
|
|
$
|
2,416
|
|
|
$
|
2,896
|
|
|
$
|
5,312
|
|
||
Floating
|
|
|
3,662
|
|
|
6,224
|
|
|
9,886
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
23
|
|
|
$
|
31
|
|
|
$
|
21
|
|
|
$
|
26
|
|
|
$
|
26
|
|
Commercial and industrial
|
37
|
|
|
23
|
|
|
26
|
|
|
15
|
|
|
9
|
|
|||||
Commercial leases
|
2
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|||||
Other
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial loans and leases
|
63
|
|
|
57
|
|
|
52
|
|
|
42
|
|
|
36
|
|
|||||
Direct installment
|
14
|
|
|
17
|
|
|
15
|
|
|
14
|
|
|
16
|
|
|||||
Residential mortgages
|
14
|
|
|
16
|
|
|
13
|
|
|
13
|
|
|
14
|
|
|||||
Indirect installment
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||
Consumer lines of credit
|
7
|
|
|
6
|
|
|
4
|
|
|
2
|
|
|
2
|
|
|||||
Total consumer loans
|
37
|
|
|
41
|
|
|
34
|
|
|
30
|
|
|
33
|
|
|||||
Total non-performing loans and leases
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
86
|
|
|
$
|
72
|
|
|
$
|
69
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans
|
$
|
79
|
|
|
$
|
75
|
|
|
$
|
66
|
|
|
$
|
50
|
|
|
$
|
45
|
|
Troubled debt restructurings
|
21
|
|
|
23
|
|
|
20
|
|
|
22
|
|
|
24
|
|
|||||
Total non-performing loans
|
100
|
|
|
98
|
|
|
86
|
|
|
72
|
|
|
69
|
|
|||||
Other real estate owned
|
35
|
|
|
41
|
|
|
32
|
|
|
39
|
|
|
41
|
|
|||||
Total non-performing assets
|
$
|
135
|
|
|
$
|
139
|
|
|
$
|
118
|
|
|
$
|
111
|
|
|
$
|
110
|
|
Non-performing loans / total loans and leases
|
0.45
|
%
|
|
0.47
|
%
|
|
0.58
|
%
|
|
0.59
|
%
|
|
0.61
|
%
|
|||||
Non-performing loans + OREO / total loans and leases + OREO
|
0.61
|
%
|
|
0.66
|
%
|
|
0.79
|
%
|
|
0.91
|
%
|
|
0.97
|
%
|
|||||
Non-performing assets / total assets
|
0.41
|
%
|
|
0.44
|
%
|
|
0.54
|
%
|
|
0.63
|
%
|
|
0.68
|
%
|
(in millions)
|
Performing
|
|
Non-
Performing
|
|
Non-Accrual
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Commercial and industrial
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total commercial loans
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Direct installment
|
11
|
|
|
6
|
|
|
4
|
|
|
21
|
|
||||
Residential mortgages
|
5
|
|
|
8
|
|
|
3
|
|
|
16
|
|
||||
Consumer lines of credit
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
||||
Total consumer loans
|
18
|
|
|
16
|
|
|
7
|
|
|
41
|
|
||||
Total
|
$
|
18
|
|
|
$
|
17
|
|
|
$
|
9
|
|
|
$
|
44
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Commercial and industrial
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total commercial loans
|
3
|
|
|
—
|
|
|
4
|
|
|
7
|
|
||||
Direct installment
|
11
|
|
|
8
|
|
|
3
|
|
|
22
|
|
||||
Residential mortgages
|
4
|
|
|
11
|
|
|
2
|
|
|
17
|
|
||||
Consumer lines of credit
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
||||
Total consumer loans
|
17
|
|
|
20
|
|
|
6
|
|
|
43
|
|
||||
Total
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
50
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Commercial and industrial
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Total commercial loans
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||
Direct installment
|
10
|
|
|
9
|
|
|
2
|
|
|
21
|
|
||||
Residential mortgages
|
5
|
|
|
10
|
|
|
1
|
|
|
16
|
|
||||
Consumer lines of credit
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Total consumer loans
|
17
|
|
|
20
|
|
|
3
|
|
|
40
|
|
||||
Total
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
9
|
|
|
$
|
46
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
8
|
|
Commercial and industrial
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total commercial loans
|
—
|
|
|
2
|
|
|
7
|
|
|
9
|
|
||||
Direct installment
|
8
|
|
|
9
|
|
|
1
|
|
|
18
|
|
||||
Residential mortgages
|
5
|
|
|
10
|
|
|
1
|
|
|
16
|
|
||||
Consumer lines of credit
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Total consumer loans
|
15
|
|
|
20
|
|
|
2
|
|
|
37
|
|
||||
Total
|
$
|
15
|
|
|
$
|
22
|
|
|
$
|
9
|
|
|
$
|
46
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
8
|
|
Commercial and industrial
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Total commercial loans
|
1
|
|
|
3
|
|
|
6
|
|
|
10
|
|
||||
Direct installment
|
5
|
|
|
9
|
|
|
1
|
|
|
15
|
|
||||
Residential mortgages
|
3
|
|
|
11
|
|
|
1
|
|
|
15
|
|
||||
Consumer lines of credit
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total consumer loans
|
8
|
|
|
21
|
|
|
2
|
|
|
31
|
|
||||
Total
|
$
|
9
|
|
|
$
|
24
|
|
|
$
|
8
|
|
|
$
|
41
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans and leases 90 days or more past due:
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
9
|
|
Loans acquired in a business combination
|
53
|
|
|
90
|
|
|
41
|
|
|
30
|
|
|
38
|
|
|||||
Total loans and leases 90 days or more past due
|
$
|
58
|
|
|
$
|
99
|
|
|
$
|
50
|
|
|
$
|
37
|
|
|
$
|
47
|
|
As a percentage of total loans and leases
|
0.26
|
%
|
|
0.47
|
%
|
|
0.33
|
%
|
|
0.30
|
%
|
|
0.42
|
%
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Per contractual terms
|
$
|
15
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Recorded during the year
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
175
|
|
|
$
|
158
|
|
|
$
|
142
|
|
|
$
|
126
|
|
|
$
|
111
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
(7
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||||
Commercial and industrial
|
(20
|
)
|
|
(27
|
)
|
|
(19
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||||
Commercial leases
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Other
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||||
Commercial loans and leases
|
(34
|
)
|
|
(34
|
)
|
|
(30
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||||
Direct installment
|
(17
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|||||
Residential mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Indirect installment
|
(9
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||||
Consumer lines of credit
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||||
Consumer loans
|
(29
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(15
|
)
|
|||||
Purchased impaired loans
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Other loans acquired in a business combination
|
(7
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Total charge-offs
|
(70
|
)
|
|
(60
|
)
|
|
(51
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
3
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|||||
Commercial and industrial
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial loans and leases
|
5
|
|
|
5
|
|
|
6
|
|
|
3
|
|
|
4
|
|
|||||
Direct installment
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|||||
Indirect installment
|
4
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||
Consumer lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer loans
|
6
|
|
|
6
|
|
|
4
|
|
|
3
|
|
|
2
|
|
|||||
Other loans acquired in a business combination
|
3
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Total recoveries
|
14
|
|
|
16
|
|
|
11
|
|
|
7
|
|
|
7
|
|
|||||
Net charge-offs
|
(56
|
)
|
|
(44
|
)
|
|
(40
|
)
|
|
(24
|
)
|
|
(24
|
)
|
|||||
Provision for credit losses
|
61
|
|
|
61
|
|
|
56
|
|
|
40
|
|
|
39
|
|
|||||
Balance at end of period
|
$
|
180
|
|
|
$
|
175
|
|
|
$
|
158
|
|
|
$
|
142
|
|
|
$
|
126
|
|
Net loan charge-offs/average loans
|
0.26
|
%
|
|
0.22
|
%
|
|
0.28
|
%
|
|
0.21
|
%
|
|
0.23
|
%
|
|||||
Allowance for credit losses/total loans and leases
|
0.81
|
%
|
|
0.84
|
%
|
|
1.06
|
%
|
|
1.16
|
%
|
|
1.12
|
%
|
|||||
Allowance for credit losses/non-performing loans
|
180.37
|
%
|
|
178.75
|
%
|
|
183.99
|
%
|
|
197.44
|
%
|
|
183.69
|
%
|
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
(dollars in millions)
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|||||||||||||||
Commercial real estate
|
$
|
55
|
|
|
28
|
%
|
|
$
|
50
|
|
|
25
|
%
|
|
$
|
47
|
|
|
28
|
%
|
|
$
|
42
|
|
|
29
|
%
|
|
$
|
37
|
|
|
27
|
%
|
Commercial and industrial
|
49
|
|
|
19
|
|
|
52
|
|
|
17
|
|
|
48
|
|
|
18
|
|
|
41
|
|
|
21
|
|
|
33
|
|
|
19
|
|
|||||
Commercial leases
|
8
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|||||
Other
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Commercial loans and leases
|
114
|
|
|
49
|
|
|
109
|
|
|
43
|
|
|
99
|
|
|
47
|
|
|
86
|
|
|
51
|
|
|
73
|
|
|
48
|
|
|||||
Direct installment
|
14
|
|
|
7
|
|
|
21
|
|
|
8
|
|
|
21
|
|
|
12
|
|
|
22
|
|
|
14
|
|
|
21
|
|
|
14
|
|
|||||
Residential mortgages
|
20
|
|
|
12
|
|
|
16
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|
7
|
|
|||||
Indirect installment
|
15
|
|
|
9
|
|
|
12
|
|
|
7
|
|
|
11
|
|
|
8
|
|
|
10
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|||||
Consumer lines of credit
|
10
|
|
|
5
|
|
|
10
|
|
|
5
|
|
|
10
|
|
|
7
|
|
|
9
|
|
|
8
|
|
|
8
|
|
|
9
|
|
|||||
Consumer loans
|
59
|
|
|
33
|
|
|
59
|
|
|
30
|
|
|
52
|
|
|
37
|
|
|
49
|
|
|
39
|
|
|
45
|
|
|
38
|
|
|||||
Total originated loans
|
173
|
|
|
82
|
|
|
168
|
|
|
73
|
|
|
151
|
|
|
84
|
|
|
135
|
|
|
90
|
|
|
118
|
|
|
86
|
|
|||||
Purchased credit- impaired loans
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Other loans acquired in a business combination
|
6
|
|
|
18
|
|
|
6
|
|
|
27
|
|
|
6
|
|
|
16
|
|
|
6
|
|
|
10
|
|
|
7
|
|
|
14
|
|
|||||
Total
|
$
|
180
|
|
|
100
|
%
|
|
$
|
175
|
|
|
100
|
%
|
|
$
|
158
|
|
|
100
|
%
|
|
$
|
142
|
|
|
100
|
%
|
|
$
|
126
|
|
|
100
|
%
|
(dollars in millions)
|
Amount
|
|
Weighted
Average
Yield
|
|||
Obligations of U.S. Treasury:
|
|
|
|
|||
Maturing after ten years
|
$
|
1
|
|
|
5.25
|
%
|
Obligations of U.S. government agencies:
|
|
|
|
|||
Maturing after one year but within five years
|
2
|
|
|
3.60
|
|
|
Maturing after five years but within ten years
|
60
|
|
|
3.11
|
|
|
Maturing after ten years
|
127
|
|
|
2.79
|
|
|
Obligations of U.S. government-sponsored entities:
|
|
|
|
|||
Maturing within one year
|
131
|
|
|
1.65
|
|
|
Maturing after one year but within five years
|
397
|
|
|
1.73
|
|
|
States of the U.S. and political subdivisions:
|
|
|
|
|||
Maturing within one year
|
5
|
|
|
2.34
|
|
|
Maturing after one year but within five years
|
22
|
|
|
2.47
|
|
|
Maturing after five years but within ten years
|
121
|
|
|
3.44
|
|
|
Maturing after ten years
|
953
|
|
|
3.67
|
|
|
Other debt securities:
|
|
|
|
|||
Maturing after five years but within ten years
|
2
|
|
|
3.38
|
|
|
Residential mortgage-backed securities:
|
|
|
|
|||
Agency mortgage-backed securities
|
2,465
|
|
|
2.22
|
|
|
Agency collateralized mortgage obligations
|
1,955
|
|
|
2.54
|
|
|
Commercial mortgage-backed securities
|
354
|
|
|
3.38
|
|
|
Total
|
$
|
6,595
|
|
|
2.58
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Securities Available for Sale:
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
U.S. government agencies
|
188
|
|
|
—
|
|
|
—
|
|
|||
U.S. government-sponsored entities
|
317
|
|
|
348
|
|
|
368
|
|
|||
Residential mortgage-backed securities:
|
|
|
|
|
|
||||||
Agency mortgage-backed securities
|
1,465
|
|
|
1,615
|
|
|
1,267
|
|
|||
Agency collateralized mortgage obligations
|
1,179
|
|
|
813
|
|
|
547
|
|
|||
Non-agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
1
|
|
|||
Commercial mortgage-backed securities
|
229
|
|
|
—
|
|
|
1
|
|
|||
States of the U.S. and political subdivisions
|
21
|
|
|
21
|
|
|
36
|
|
|||
Other debt securities
|
2
|
|
|
5
|
|
|
10
|
|
|||
Total debt securities
|
3,401
|
|
|
2,802
|
|
|
2,260
|
|
|||
Equity securities
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total securities available for sale
|
$
|
3,401
|
|
|
$
|
2,803
|
|
|
$
|
2,260
|
|
Debt Securities Held to Maturity:
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
U.S. government agencies
|
2
|
|
|
—
|
|
|
—
|
|
|||
U.S. government-sponsored entities
|
215
|
|
|
247
|
|
|
272
|
|
|||
Residential mortgage-backed securities:
|
|
|
|
|
|
||||||
Agency mortgage-backed securities
|
1,036
|
|
|
1,220
|
|
|
852
|
|
|||
Agency collateralized mortgage obligations
|
794
|
|
|
777
|
|
|
743
|
|
|||
Non-agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
2
|
|
|||
Commercial mortgage-backed securities
|
126
|
|
|
80
|
|
|
50
|
|
|||
States of the U.S. and political subdivisions
|
1,080
|
|
|
917
|
|
|
417
|
|
|||
Total debt securities held to maturity
|
$
|
3,254
|
|
|
$
|
3,242
|
|
|
$
|
2,337
|
|
December 31
|
2018
|
|
2017
|
|
$
Change
|
|
%
Change
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Non-interest-bearing demand
|
$
|
6,000
|
|
|
$
|
5,720
|
|
|
$
|
280
|
|
|
4.9
|
%
|
Interest-bearing demand
|
9,660
|
|
|
9,571
|
|
|
89
|
|
|
0.9
|
|
|||
Savings
|
2,526
|
|
|
2,488
|
|
|
38
|
|
|
1.5
|
|
|||
Certificates and other time deposits
|
5,269
|
|
|
4,621
|
|
|
648
|
|
|
14.0
|
|
|||
Total deposits
|
$
|
23,455
|
|
|
$
|
22,400
|
|
|
$
|
1,055
|
|
|
4.7
|
%
|
(in millions)
|
Certificates
of Deposit
|
|
Other
Time
Deposits
|
|
Total
|
||||||
Three months or less
|
$
|
293
|
|
|
$
|
12
|
|
|
$
|
305
|
|
Three to six months
|
334
|
|
|
17
|
|
|
351
|
|
|||
Six to twelve months
|
725
|
|
|
32
|
|
|
757
|
|
|||
Over twelve months
|
886
|
|
|
154
|
|
|
1,040
|
|
|||
Total
|
$
|
2,238
|
|
|
$
|
215
|
|
|
$
|
2,453
|
|
At or for the Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
FHLB Advances (Short-term)
|
|
|
|
|
|
||||||
Balance at year-end
|
$
|
2,230
|
|
|
$
|
2,285
|
|
|
$
|
1,025
|
|
Maximum month-end balance
|
2,800
|
|
|
2,780
|
|
|
1,075
|
|
|||
Average balance during year
|
1,932
|
|
|
1,868
|
|
|
491
|
|
|||
Weighted average interest rates:
|
|
|
|
|
|
||||||
At year-end
|
2.64
|
%
|
|
1.53
|
%
|
|
0.73
|
%
|
|||
During the year
|
2.14
|
%
|
|
1.20
|
%
|
|
0.59
|
%
|
|||
|
|
|
|
|
|
||||||
Federal Funds Purchased
|
|
|
|
|
|
||||||
Balance at year-end
|
$
|
1,535
|
|
|
$
|
1,000
|
|
|
$
|
1,037
|
|
Maximum month-end balance
|
1,830
|
|
|
1,607
|
|
|
1,238
|
|
|||
Average balance during year
|
1,585
|
|
|
1,460
|
|
|
1,045
|
|
|||
Weighted average interest rates:
|
|
|
|
|
|
||||||
At year-end
|
2.51
|
%
|
|
1.38
|
%
|
|
0.62
|
%
|
|||
During the year
|
1.93
|
%
|
|
1.10
|
%
|
|
0.49
|
%
|
(in millions)
|
Within
1 Year |
|
1-3
Years |
|
3-5
Years |
|
After
5 Years |
|
Total
|
||||||||||
Deposits without a stated maturity
|
$
|
18,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,186
|
|
Certificates and other time deposits
|
3,255
|
|
|
1,531
|
|
|
352
|
|
|
131
|
|
|
5,269
|
|
|||||
Operating leases
|
25
|
|
|
39
|
|
|
23
|
|
|
49
|
|
|
136
|
|
|||||
Long-term debt
|
158
|
|
|
172
|
|
|
10
|
|
|
287
|
|
|
627
|
|
|||||
Total
|
$
|
21,624
|
|
|
$
|
1,742
|
|
|
$
|
385
|
|
|
$
|
467
|
|
|
$
|
24,218
|
|
(in millions)
|
Within
1 Year |
|
1-3
Years |
|
3-5
Years |
|
After
5 Years |
|
Total
|
||||||||||
Commitments to extend credit
|
$
|
4,864
|
|
|
$
|
1,384
|
|
|
$
|
613
|
|
|
$
|
517
|
|
|
$
|
7,378
|
|
Standby letters of credit
|
122
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||
Total
|
$
|
4,986
|
|
|
$
|
1,388
|
|
|
$
|
613
|
|
|
$
|
517
|
|
|
$
|
7,504
|
|
December 31
|
2018
|
|
2017
|
|
Internal
Limit
|
Liquidity coverage ratio
|
2.1 times
|
|
1.8 times
|
|
> 1 time
|
Months of cash on hand
|
14.4 months
|
|
10.2 months
|
|
> 12 months
|
December 31
|
2018
|
|
2017
|
||||
(dollars in millions)
|
|
|
|
||||
Unused wholesale credit availability
|
$
|
9,659
|
|
|
$
|
8,189
|
|
Unused wholesale credit availability as a % of FNBPA assets
|
29.2
|
%
|
|
26.3
|
%
|
||
Salable unpledged government and agency securities
|
$
|
2,424
|
|
|
$
|
2,232
|
|
Salable unpledged government and agency securities as a % of FNBPA assets
|
7.3
|
%
|
|
7.2
|
%
|
(dollars in millions)
|
Within
1 Month
|
|
2-3
Months
|
|
4-6
Months
|
|
7-12
Months
|
|
Total
1 Year
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
473
|
|
|
$
|
890
|
|
|
$
|
1,307
|
|
|
$
|
2,365
|
|
|
$
|
5,035
|
|
Investments
|
109
|
|
|
179
|
|
|
233
|
|
|
522
|
|
|
1,043
|
|
|||||
|
582
|
|
|
1,069
|
|
|
1,540
|
|
|
2,887
|
|
|
6,078
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
178
|
|
|
356
|
|
|
534
|
|
|
1,067
|
|
|
2,135
|
|
|||||
Time deposits
|
579
|
|
|
606
|
|
|
702
|
|
|
1,369
|
|
|
3,256
|
|
|||||
Borrowings
|
2,853
|
|
|
131
|
|
|
25
|
|
|
42
|
|
|
3,051
|
|
|||||
|
3,610
|
|
|
1,093
|
|
|
1,261
|
|
|
2,478
|
|
|
8,442
|
|
|||||
Period Gap (Assets - Liabilities)
|
$
|
(3,028
|
)
|
|
$
|
(24
|
)
|
|
$
|
279
|
|
|
$
|
409
|
|
|
$
|
(2,364
|
)
|
Cumulative Gap
|
$
|
(3,028
|
)
|
|
$
|
(3,052
|
)
|
|
$
|
(2,773
|
)
|
|
$
|
(2,364
|
)
|
|
|
||
Cumulative Gap to Total Assets
|
(9.1
|
)%
|
|
(9.2
|
)%
|
|
(8.4
|
)%
|
|
(7.1
|
)%
|
|
|
(dollars in millions)
|
Within
1 Month
|
|
2-3
Months
|
|
4-6
Months
|
|
7-12
Months
|
|
Total
1 Year
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
9,872
|
|
|
$
|
741
|
|
|
$
|
856
|
|
|
$
|
1,530
|
|
|
$
|
12,999
|
|
Investments
|
117
|
|
|
189
|
|
|
400
|
|
|
513
|
|
|
1,219
|
|
|||||
|
9,989
|
|
|
930
|
|
|
1,256
|
|
|
2,043
|
|
|
14,218
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
6,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,365
|
|
|||||
Time deposits
|
668
|
|
|
606
|
|
|
700
|
|
|
1,365
|
|
|
3,339
|
|
|||||
Borrowings
|
3,269
|
|
|
1,057
|
|
|
10
|
|
|
12
|
|
|
4,348
|
|
|||||
|
10,302
|
|
|
1,663
|
|
|
710
|
|
|
1,377
|
|
|
14,052
|
|
|||||
Off-balance sheet
|
(100
|
)
|
|
855
|
|
|
—
|
|
|
—
|
|
|
755
|
|
|||||
Period Gap (assets - liabilities + off-balance sheet)
|
$
|
(413
|
)
|
|
$
|
122
|
|
|
$
|
546
|
|
|
$
|
666
|
|
|
$
|
921
|
|
Cumulative Gap
|
$
|
(413
|
)
|
|
$
|
(291
|
)
|
|
$
|
255
|
|
|
$
|
921
|
|
|
|
||
Cumulative Gap to Assets
|
(1.4
|
)%
|
|
(1.0
|
)%
|
|
0.9
|
%
|
|
3.2
|
%
|
|
|
December 31,
|
2018
|
|
2017
|
|
ALCO
Limits
|
|||
Net interest income change (12 months):
|
|
|
|
|
|
|||
+ 300 basis points
|
3.5
|
%
|
|
3.0
|
%
|
|
n/a
|
|
+ 200 basis points
|
2.5
|
%
|
|
2.3
|
%
|
|
(5.0
|
)%
|
+ 100 basis points
|
1.4
|
%
|
|
1.3
|
%
|
|
(5.0
|
)%
|
– 100 basis points
|
(3.1
|
)%
|
|
(3.9
|
)%
|
|
(5.0
|
)%
|
Economic value of equity:
|
|
|
|
|
|
|||
+ 300 basis points
|
(8.0
|
)%
|
|
(5.9
|
)%
|
|
(25.0
|
)%
|
+ 200 basis points
|
(5.2
|
)%
|
|
(3.7
|
)%
|
|
(15.0
|
)%
|
+ 100 basis points
|
(2.0
|
)%
|
|
(1.2
|
)%
|
|
(10.0
|
)%
|
– 100 basis points
|
(1.0
|
)%
|
|
(2.6
|
)%
|
|
(10.0
|
)%
|
•
|
identification, measurement, assessment and monitoring of enterprise-wide risk;
|
•
|
development of appropriate and meaningful risk metrics to use in connection with the oversight of our businesses and strategies;
|
•
|
review and assessment of our policies and practices to manage our credit, market, liquidity, legal, regulatory and operating risk (including technology, operational, compliance and fiduciary risks); and
|
•
|
identification and implementation of risk management best practices.
|
•
|
assess the quality of the information we receive;
|
•
|
understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the risks that we face;
|
•
|
oversee and assess how senior management evaluates risk; and
|
•
|
assess appropriately the quality of our enterprise-wide risk management process.
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income available to common stockholders
|
$
|
364,817
|
|
|
$
|
191,163
|
|
|
$
|
162,850
|
|
|
$
|
151,608
|
|
|
$
|
135,698
|
|
|
Merger-related expense
|
—
|
|
|
56,513
|
|
|
37,439
|
|
|
3,033
|
|
|
9,611
|
|
||||||
Tax benefit of merger-related expense
|
—
|
|
|
(18,846
|
)
|
|
(12,550
|
)
|
|
(949
|
)
|
|
(1,714
|
)
|
||||||
Merger-related net securities gains
|
—
|
|
|
(2,609
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense of merger-related net securities gains
|
—
|
|
|
913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reduction in valuation of deferred tax assets
|
—
|
|
|
54,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Discretionary 401(k) contribution
|
874
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of discretionary 401(k) contribution
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on sale of subsidiary
|
(5,135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense of gain on sale of subsidiary
|
1,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Branch consolidation costs
|
6,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit of branch consolidation costs
|
(1,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Operating net income available to common stockholders (non-GAAP)
|
$
|
366,677
|
|
|
$
|
281,176
|
|
|
$
|
187,739
|
|
|
$
|
153,692
|
|
|
$
|
143,595
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net income per diluted common share
|
$
|
1.12
|
|
|
$
|
0.63
|
|
|
$
|
0.78
|
|
|
$
|
0.86
|
|
|
$
|
0.80
|
|
Merger-related expense
|
—
|
|
|
0.19
|
|
|
0.18
|
|
|
0.02
|
|
|
0.06
|
|
|||||
Tax benefit of merger-related expense
|
—
|
|
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Merger-related net securities gains
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax expense of merger-related net securities gains
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reduction in valuation of deferred tax assets
|
—
|
|
|
0.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Discretionary 401(k) contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of discretionary 401(k) contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of subsidiary
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax expense of gain on sale of subsidiary
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Branch consolidation costs
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of branch consolidation costs
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings per diluted common share (non-GAAP)
|
$
|
1.13
|
|
|
$
|
0.93
|
|
|
$
|
0.90
|
|
|
$
|
0.87
|
|
|
$
|
0.85
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Net income available to common stockholders
|
$
|
364,817
|
|
|
$
|
191,163
|
|
|
$
|
162,850
|
|
Amortization of intangibles, net of tax
|
12,365
|
|
|
11,386
|
|
|
7,287
|
|
|||
Tangible net income available to common stockholders (non-GAAP)
|
$
|
377,182
|
|
|
$
|
202,549
|
|
|
$
|
170,137
|
|
Average total stockholders’ equity
|
$
|
4,490,833
|
|
|
$
|
4,073,700
|
|
|
$
|
2,499,976
|
|
Less: Average preferred stockholders’ equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Average intangibles
(1)
|
(2,334,727
|
)
|
|
(2,108,102
|
)
|
|
(1,059,856
|
)
|
|||
Average tangible common equity (non-GAAP)
|
$
|
2,049,224
|
|
|
$
|
1,858,716
|
|
|
$
|
1,333,238
|
|
Return on average tangible common equity (non-GAAP)
|
18.41
|
%
|
|
10.90
|
%
|
|
12.76
|
%
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Net income
|
$
|
372,858
|
|
|
$
|
199,204
|
|
|
$
|
170,891
|
|
Amortization of intangibles, net of tax
|
12,365
|
|
|
11,386
|
|
|
7,287
|
|
|||
Tangible net income (non-GAAP)
|
$
|
385,223
|
|
|
$
|
210,590
|
|
|
$
|
178,178
|
|
Average total assets
|
$
|
32,138,497
|
|
|
$
|
29,131,109
|
|
|
$
|
20,677,717
|
|
Less: Average intangibles
(1)
|
(2,334,727
|
)
|
|
(2,108,102
|
)
|
|
(1,059,856
|
)
|
|||
Average tangible assets (non-GAAP)
|
$
|
29,803,770
|
|
|
$
|
27,023,007
|
|
|
$
|
19,617,861
|
|
Return on average tangible assets (non-GAAP)
|
1.29
|
%
|
|
0.78
|
%
|
|
0.91
|
%
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in thousands, except per share data)
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
|
$
|
2,571,617
|
|
Less: Preferred stockholders’ equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Intangibles
(1)
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|
(1,085,935
|
)
|
|||
Tangible common equity (non-GAAP)
|
$
|
2,168,028
|
|
|
$
|
1,961,049
|
|
|
$
|
1,378,800
|
|
Ending common shares outstanding
|
324,314,529
|
|
|
323,465,140
|
|
|
211,059,547
|
|
|||
Tangible book value per common share (non-GAAP)
|
$
|
6.68
|
|
|
$
|
6.06
|
|
|
$
|
6.53
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
|
$
|
2,571,617
|
|
Less: Intangibles
(1)
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|
(1,085,935
|
)
|
|||
Tangible equity (non-GAAP)
|
$
|
2,274,910
|
|
|
$
|
2,067,931
|
|
|
$
|
1,485,682
|
|
Total assets
|
$
|
33,101,840
|
|
|
$
|
31,417,635
|
|
|
$
|
21,844,817
|
|
Less: Intangibles
(1)
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|
(1,085,935
|
)
|
|||
Tangible assets (non-GAAP)
|
$
|
30,768,465
|
|
|
$
|
29,076,372
|
|
|
$
|
20,758,882
|
|
Tangible equity / tangible assets (period-end) (non-GAAP)
|
7.39
|
%
|
|
7.11
|
%
|
|
7.16
|
%
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
|
$
|
2,571,617
|
|
Less: Preferred stockholders' equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Intangibles
(1)
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|
(1,085,935
|
)
|
|||
Tangible common equity (non-GAAP)
|
$
|
2,168,028
|
|
|
$
|
1,961,049
|
|
|
$
|
1,378,800
|
|
Total assets
|
$
|
33,101,840
|
|
|
$
|
31,417,635
|
|
|
$
|
21,844,817
|
|
Less: Intangibles
(1)
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|
(1,085,935
|
)
|
|||
Tangible assets (non-GAAP)
|
$
|
30,768,465
|
|
|
$
|
29,076,372
|
|
|
$
|
20,758,882
|
|
Tangible common equity / tangible assets (period-end) (non-GAAP)
|
7.05
|
%
|
|
6.74
|
%
|
|
6.64
|
%
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Non-interest expense
|
$
|
694,532
|
|
|
$
|
681,541
|
|
|
$
|
511,133
|
|
Less: Amortization of intangibles
|
(15,652
|
)
|
|
(17,517
|
)
|
|
(11,210
|
)
|
|||
Less: OREO expense
|
(6,359
|
)
|
|
(4,438
|
)
|
|
(5,153
|
)
|
|||
Less: Merger-related expense
|
—
|
|
|
(56,513
|
)
|
|
(37,439
|
)
|
|||
Less: Impairment charge on other assets
|
—
|
|
|
—
|
|
|
(2,585
|
)
|
|||
Less: Discretionary 401(k) contribution
|
(874
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Branch consolidation costs
|
(2,939
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted non-interest expense
|
$
|
668,708
|
|
|
$
|
603,073
|
|
|
$
|
454,746
|
|
Net interest income
|
$
|
932,489
|
|
|
$
|
846,434
|
|
|
$
|
611,512
|
|
Taxable equivalent adjustment
|
13,270
|
|
|
18,766
|
|
|
11,248
|
|
|||
Non-interest income
|
275,651
|
|
|
252,449
|
|
|
201,761
|
|
|||
Less: Net securities gains
|
(34
|
)
|
|
(5,916
|
)
|
|
(712
|
)
|
|||
Less: Gain on redemption of TPS
|
—
|
|
|
—
|
|
|
(2,422
|
)
|
|||
Less: Gain on sale of subsidiary
|
(5,135
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Branch consolidation costs
|
3,677
|
|
|
—
|
|
|
—
|
|
|||
Adjusted net interest income (FTE) + non-interest income
|
$
|
1,219,918
|
|
|
$
|
1,111,733
|
|
|
$
|
821,387
|
|
Efficiency ratio (FTE) (non-GAAP)
|
54.82
|
%
|
|
54.25
|
%
|
|
55.36
|
%
|
|
/s/ Vincent J. Delie, Jr.
|
By: Vincent J. Delie, Jr.
|
Chairman, President and Chief Executive Officer
|
|
/s/ Vincent J. Calabrese, Jr.
|
By: Vincent J. Calabrese, Jr.
|
Chief Financial Officer
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
451
|
|
|
$
|
408
|
|
Interest-bearing deposits with banks
|
37
|
|
|
71
|
|
||
Cash and Cash Equivalents
|
488
|
|
|
479
|
|
||
Securities available for sale
|
3,341
|
|
|
2,765
|
|
||
Debt securities held to maturity (fair value of
$3,155
and
$3,218
)
|
3,254
|
|
|
3,242
|
|
||
Loans held for sale (includes
$14
and
$56
measured at fair value)
(1)
|
22
|
|
|
93
|
|
||
Loans and leases, net of unearned income of
$3
and
$51
|
22,153
|
|
|
20,999
|
|
||
Allowance for credit losses
|
(180
|
)
|
|
(175
|
)
|
||
Net Loans and Leases
|
21,973
|
|
|
20,824
|
|
||
Premises and equipment, net
|
330
|
|
|
337
|
|
||
Goodwill
|
2,255
|
|
|
2,249
|
|
||
Core deposit and other intangible assets, net
|
79
|
|
|
92
|
|
||
Bank owned life insurance
|
537
|
|
|
527
|
|
||
Other assets
|
823
|
|
|
810
|
|
||
Total Assets
|
$
|
33,102
|
|
|
$
|
31,418
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing demand
|
$
|
6,000
|
|
|
$
|
5,720
|
|
Interest-bearing demand
|
9,660
|
|
|
9,571
|
|
||
Savings
|
2,526
|
|
|
2,488
|
|
||
Certificates and other time deposits
|
5,269
|
|
|
4,621
|
|
||
Total Deposits
|
23,455
|
|
|
22,400
|
|
||
Short-term borrowings
|
4,129
|
|
|
3,679
|
|
||
Long-term borrowings
|
627
|
|
|
668
|
|
||
Other liabilities
|
283
|
|
|
262
|
|
||
Total Liabilities
|
28,494
|
|
|
27,009
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - $
0.01
par value; liquidation preference of $
1,000
per share
|
|
|
|
||||
Authorized –
20,000,000
shares
|
|
|
|
||||
Issued –
110,877
shares
|
107
|
|
|
107
|
|
||
Common stock -
$0.01
par value
|
|
|
|
||||
Authorized –
500,000,000
shares
|
|
|
|
||||
Issued –
326,120,832
and
325,095,055
shares
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
4,049
|
|
|
4,033
|
|
||
Retained earnings
|
576
|
|
|
368
|
|
||
Accumulated other comprehensive loss
|
(106
|
)
|
|
(83
|
)
|
||
Treasury stock
–
1,806,303
and
1,629,915
shares at cost
|
(21
|
)
|
|
(19
|
)
|
||
Total Stockholders’ Equity
|
4,608
|
|
|
4,409
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
33,102
|
|
|
$
|
31,418
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Loans and leases, including fees
|
$
|
1,022
|
|
|
$
|
862
|
|
|
$
|
598
|
|
Securities:
|
|
|
|
|
|
||||||
Taxable
|
119
|
|
|
97
|
|
|
72
|
|
|||
Tax-exempt
|
28
|
|
|
20
|
|
|
9
|
|
|||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|||
Total Interest Income
|
1,170
|
|
|
980
|
|
|
679
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Deposits
|
142
|
|
|
72
|
|
|
41
|
|
|||
Short-term borrowings
|
75
|
|
|
44
|
|
|
12
|
|
|||
Long-term borrowings
|
21
|
|
|
18
|
|
|
14
|
|
|||
Total Interest Expense
|
238
|
|
|
134
|
|
|
67
|
|
|||
Net Interest Income
|
932
|
|
|
846
|
|
|
612
|
|
|||
Provision for credit losses
|
61
|
|
|
61
|
|
|
56
|
|
|||
Net Interest Income After Provision for Credit Losses
|
871
|
|
|
785
|
|
|
556
|
|
|||
Non-Interest Income
|
|
|
|
|
|
||||||
Service charges
|
126
|
|
|
120
|
|
|
97
|
|
|||
Trust services
|
26
|
|
|
23
|
|
|
21
|
|
|||
Insurance commissions and fees
|
18
|
|
|
19
|
|
|
18
|
|
|||
Securities commissions and fees
|
18
|
|
|
15
|
|
|
13
|
|
|||
Capital markets income
|
21
|
|
|
17
|
|
|
16
|
|
|||
Mortgage banking operations
|
22
|
|
|
20
|
|
|
12
|
|
|||
Dividends on non-marketable equity securities
|
16
|
|
|
9
|
|
|
4
|
|
|||
Bank owned life insurance
|
13
|
|
|
12
|
|
|
10
|
|
|||
Net securities gains
|
—
|
|
|
6
|
|
|
1
|
|
|||
Other
|
16
|
|
|
11
|
|
|
9
|
|
|||
Total Non-Interest Income
|
276
|
|
|
252
|
|
|
201
|
|
|||
Non-Interest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
370
|
|
|
327
|
|
|
240
|
|
|||
Net occupancy
|
60
|
|
|
54
|
|
|
40
|
|
|||
Equipment
|
55
|
|
|
49
|
|
|
38
|
|
|||
Amortization of intangibles
|
16
|
|
|
18
|
|
|
11
|
|
|||
Outside services
|
66
|
|
|
56
|
|
|
44
|
|
|||
FDIC insurance
|
33
|
|
|
33
|
|
|
19
|
|
|||
Bank shares and franchise taxes
|
12
|
|
|
10
|
|
|
9
|
|
|||
Merger-related
|
—
|
|
|
57
|
|
|
37
|
|
|||
Other
|
83
|
|
|
77
|
|
|
73
|
|
|||
Total Non-Interest Expense
|
695
|
|
|
681
|
|
|
511
|
|
|||
Income Before Income Taxes
|
452
|
|
|
356
|
|
|
246
|
|
|||
Income taxes
|
79
|
|
|
157
|
|
|
75
|
|
|||
Net Income
|
373
|
|
|
199
|
|
|
171
|
|
|||
Preferred stock dividends
|
8
|
|
|
8
|
|
|
8
|
|
|||
Net Income Available to Common Stockholders
|
$
|
365
|
|
|
$
|
191
|
|
|
$
|
163
|
|
Earnings per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
1.13
|
|
|
$
|
0.63
|
|
|
$
|
0.79
|
|
Diluted
|
$
|
1.12
|
|
|
$
|
0.63
|
|
|
$
|
0.78
|
|
Cash Dividends per Common Share
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
373
|
|
|
$
|
199
|
|
|
$
|
171
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of
$5,
$3 and $7
|
(17
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|||
Reclassification adjustment for gains included in net income, net of tax expense of
$0,
$0 and $0
|
—
|
|
|
—
|
|
|
—
|
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of
$(1),
$0
and
$3
|
(2
|
)
|
|
(1
|
)
|
|
5
|
|
|||
Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of
$0,
$0
and
$1
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Pension and postretirement benefit obligations:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of
$1,
$0
and
$0
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Other Comprehensive (Loss) Income
|
(23
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Comprehensive Income
|
$
|
350
|
|
|
$
|
192
|
|
|
$
|
161
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at January 1, 2016
|
$
|
107
|
|
|
$
|
2
|
|
|
$
|
1,808
|
|
|
$
|
243
|
|
|
$
|
(51
|
)
|
|
$
|
(13
|
)
|
|
$
|
2,096
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
171
|
|
|
(10
|
)
|
|
|
|
161
|
|
|||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
||||||||||||
Common stock: $
0.48
/share
|
|
|
|
|
|
|
(102
|
)
|
|
|
|
|
|
(102
|
)
|
||||||||||||
Issuance of common stock
|
|
|
—
|
|
|
14
|
|
|
|
|
|
|
(2
|
)
|
|
12
|
|
||||||||||
Issuance of common stock – acquisitions
|
|
|
—
|
|
|
404
|
|
|
|
|
|
|
|
|
404
|
|
|||||||||||
Restricted stock compensation
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
7
|
|
||||||||||||
Tax benefit of stock-based compensation
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
||||||||||||
Balance at December 31, 2016
|
107
|
|
|
2
|
|
|
2,235
|
|
|
304
|
|
|
(61
|
)
|
|
(15
|
)
|
|
2,572
|
|
|||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
199
|
|
|
(7
|
)
|
|
|
|
192
|
|
|||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
||||||||||||
Common stock:
$0.48
/share
|
|
|
|
|
|
|
(142
|
)
|
|
|
|
|
|
(142
|
)
|
||||||||||||
Issuance of common stock
|
|
|
—
|
|
|
7
|
|
|
|
|
|
|
(4
|
)
|
|
3
|
|
||||||||||
Issuance of common stock – acquisitions
|
|
|
1
|
|
|
1,782
|
|
|
|
|
|
|
|
|
1,783
|
|
|||||||||||
Assumption of warrant due to acquisition
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
||||||||||||
Restricted stock compensation
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
8
|
|
||||||||||||
Reclassification due to tax reform
|
|
|
|
|
|
|
15
|
|
|
(15
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at December 31, 2017
|
107
|
|
|
3
|
|
|
4,033
|
|
|
368
|
|
|
(83
|
)
|
|
(19
|
)
|
|
4,409
|
|
|||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
373
|
|
|
(23
|
)
|
|
|
|
350
|
|
|||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
||||||||||||
Common stock:
$0.48
/share
|
|
|
|
|
|
|
(157
|
)
|
|
|
|
|
|
(157
|
)
|
||||||||||||
Issuance of common stock
|
|
|
—
|
|
|
6
|
|
|
|
|
|
|
(2
|
)
|
|
4
|
|
||||||||||
Restricted stock compensation
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
10
|
|
||||||||||||
Balance at December 31, 2018
|
$
|
107
|
|
|
$
|
3
|
|
|
$
|
4,049
|
|
|
$
|
576
|
|
|
$
|
(106
|
)
|
|
$
|
(21
|
)
|
|
$
|
4,608
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
373
|
|
|
$
|
199
|
|
|
$
|
171
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
109
|
|
|
89
|
|
|
61
|
|
|||
Provision for credit losses
|
61
|
|
|
61
|
|
|
56
|
|
|||
Deferred tax expense
|
33
|
|
|
129
|
|
|
15
|
|
|||
Net securities gains
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|||
Tax benefit of stock-based compensation
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Loans originated for sale
|
(1,117
|
)
|
|
(1,098
|
)
|
|
(713
|
)
|
|||
Loans sold
|
1,210
|
|
|
1,047
|
|
|
717
|
|
|||
Net gain on sale of loans
|
(22
|
)
|
|
(17
|
)
|
|
(11
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Interest receivable
|
(6
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|||
Interest payable
|
7
|
|
|
2
|
|
|
—
|
|
|||
Bank owned life insurance
|
(10
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|||
Other, net
|
(27
|
)
|
|
(97
|
)
|
|
10
|
|
|||
Net cash flows provided by operating activities
|
611
|
|
|
279
|
|
|
293
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net change in loans and leases
|
(1,394
|
)
|
|
(1,100
|
)
|
|
(816
|
)
|
|||
Securities available for sale:
|
|
|
|
|
|
||||||
Purchases
|
(1,200
|
)
|
|
(1,142
|
)
|
|
(1,066
|
)
|
|||
Sales
|
—
|
|
|
787
|
|
|
615
|
|
|||
Maturities
|
592
|
|
|
570
|
|
|
544
|
|
|||
Debt securities held to maturity:
|
|
|
|
|
|
||||||
Purchases
|
(387
|
)
|
|
(1,186
|
)
|
|
(1,063
|
)
|
|||
Sales
|
—
|
|
|
57
|
|
|
—
|
|
|||
Maturities
|
370
|
|
|
395
|
|
|
357
|
|
|||
Purchase of bank owned life insurance
|
—
|
|
|
(50
|
)
|
|
(17
|
)
|
|||
Increase in premises and equipment
|
(35
|
)
|
|
(57
|
)
|
|
(60
|
)
|
|||
Net cash received in business combinations and divestitures
|
134
|
|
|
197
|
|
|
246
|
|
|||
Net cash flows used in investing activities
|
(1,920
|
)
|
|
(1,529
|
)
|
|
(1,260
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in:
|
|
|
|
|
|
||||||
Demand (non-interest-bearing and interest-bearing) and savings accounts
|
406
|
|
|
406
|
|
|
934
|
|
|||
Time deposits
|
653
|
|
|
757
|
|
|
(120
|
)
|
|||
Short-term borrowings
|
450
|
|
|
379
|
|
|
252
|
|
|||
Proceeds from issuance of long-term borrowings
|
37
|
|
|
155
|
|
|
46
|
|
|||
Repayment of long-term borrowings
|
(77
|
)
|
|
(199
|
)
|
|
(173
|
)
|
|||
Net proceeds from issuance of common stock
|
14
|
|
|
11
|
|
|
18
|
|
|||
Tax benefit of stock-based compensation
|
—
|
|
|
—
|
|
|
2
|
|
|||
Cash dividends paid:
|
|
|
|
|
|
||||||
Preferred stock
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Common stock
|
(157
|
)
|
|
(143
|
)
|
|
(102
|
)
|
|||
Net cash flows provided by financing activities
|
1,318
|
|
|
1,358
|
|
|
849
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
9
|
|
|
108
|
|
|
(118
|
)
|
|||
Cash and cash equivalents at beginning of year
|
479
|
|
|
371
|
|
|
489
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
488
|
|
|
$
|
479
|
|
|
$
|
371
|
|
•
|
loans that were 90 days or more past due;
|
•
|
loans that had an internal risk rating of substandard or worse. Substandard is consistent with regulatory definitions and is defined as having a well-defined weakness that jeopardizes liquidation of the loan;
|
•
|
loans that were classified as non-accrual by the acquired bank at the time of acquisition; or
|
•
|
loans that had been previously modified in a TDR.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Financial Statements Impact
|
Cloud Computing Arrangement
|
|
|
|
|
||
ASU 2018-15,
Intangibles -
Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
This Update aligns the requirements for capitalizing implementation costs of a hosting arrangement that is a service contract with that of internal-use software.
|
|
January 1, 2020
Early adoption is permitted.
|
|
We early adopted this Update in the third quarter of 2018 by a prospective application method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Financial Statements Impact
|
Derivative and Hedging Activities
|
|
|
|
|
||
ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
|
This Update improves the financial reporting of hedging to better align with a company’s risk management activities. In addition, this Update makes certain targeted improvements to simplify the application of the current hedge accounting guidance.
|
|
January 1, 2019
Early adoption is permitted.
|
|
This Update is to be applied using a modified retrospective method. The presentation and disclosure guidance are applied prospectively. The adoption of this Update is not expected to have a material effect on our Consolidated Financial Statements.
|
Securities
|
|
|
|
|
|
|
ASU 2017-08,
Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities
|
|
This Update shortens the amortization period for the premium on certain purchased callable securities to the earliest call date. The accounting for purchased callable debt securities held at a discount does not change.
|
|
January 1, 2019
Early adoption is permitted.
|
|
This Update is to be applied using a modified retrospective transition method. The adoption of this Update is not expected to have a material effect on our Consolidated Financial Statements.
|
Retirement Benefits
|
|
|
|
|
|
|
ASU 2017-07,
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
This Update requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the Consolidated Statements of Income and allows only the service cost component of net benefit cost to be eligible for capitalization.
|
|
January 1, 2018
|
|
We adopted this Update in the first quarter of 2018 by a retrospective transition method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
|
Statement of Cash Flows
|
|
|
|
|
|
|
ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
|
|
This Update adds or clarifies guidance on eight cash flow issues.
|
|
January 1, 2018
|
|
We adopted this Update in the first quarter of 2018 by retrospective application. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Financial Statements Impact
|
Credit Losses
|
|
|
|
|
|
|
ASU 2016-13
, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
ASU 2018-19,
Codification Improvements to Topic 326, Financial Instruments - Credit Losses
|
|
These Updates replace the current incurred loss impairment methodology with a methodology that reflects current expected credit losses (commonly referred to as CECL) for most financial assets measured at amortized cost and certain other instruments, including loans, HTM debt securities, net investments in leases and off-balance sheet credit exposures. CECL requires loss estimates for the remaining life of the financial asset at the time the asset is originated or acquired, considering historical experience, current conditions and reasonable and supportable forecasts. In addition, the Update will require the use of a modified AFS debt security impairment model and eliminate the current accounting for purchased credit impaired loans and debt securities.
|
|
January 1, 2020
Early adoption is permitted for fiscal years beginning after December 15, 2018
|
|
These Updates are to be applied using a cumulative-effect adjustment to retained earnings. The CECL model is a significant change from existing GAAP and may result in a material change to our accounting for financial instruments and regulatory capital. We have created a cross-functional steering committee to govern implementation. We are in the process of implementing a new modeling platform and integrating other auxiliary models to support a calculation of expected credit losses under CECL. We have made preliminary decisions on segmentation and are finalizing other inputs necessary to execute parallel runs beginning in the second quarter of 2019 to ensure we are ready to calculate, review and report on our CECL allowance for credit losses for the first quarter of 2020. The impact of this Update will be dependent on the portfolio composition, credit quality and forecasts of economic conditions at the time of adoption.
|
Extinguishments of Liabilities
|
|
|
|
|
|
|
ASU 2016-04,
Liabilities - Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force)
|
|
This Update requires entities that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage.
|
|
January 1, 2018
|
|
We adopted this Update in the first quarter of 2018. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
|
Leases
|
|
|
|
|
|
|
ASU 2016-02,
Leases (Topic 842)
ASU 2018-10, Codification Improvements to Topic 842,
Leases
ASU 2018-11,
Leases
(Topic 842), Targeted Improvements
ASU 2018-20,
Leases (Topic 842), Narrow-Scope Improvements for Lessors
|
|
These Updates
require lessees to put most leases on the Consolidated Balance Sheets but recognize expenses in the Consolidated Statements of Income similar to current accounting. In addition, the Update changes the guidance for sale-leaseback transactions, initial direct costs and lease executory costs for most entities. All entities will classify leases to determine how to recognize lease related revenue and expense.
|
|
January 1, 2019
Early adoption is permitted.
|
|
These Updates are to be applied using a modified retrospective application including a number of optional practical expedients. The adoption of these Updates will result in the recording of approximately $120 million in net right-of-use assets and corresponding lease liabilities of approximately $130 million for operating leases on our Consolidated Balance Sheets with no impact on our consolidated net income.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Financial Statements Impact
|
Financial Instruments – Recognition and Measurement
|
|
|
|
|
||
ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
This Update amends the presentation and accounting for certain financial instruments, including liabilities measured at fair value under the FVO, and equity investments. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost.
|
|
January 1, 2018
|
|
We adopted this Update in the first quarter of 2018 by a cumulative-effect adjustment. The adoption of this Update did not have a material effect on our Consolidated Financial Statements. During the first quarter of 2018, we transferred marketable equity securities totaling $1.1 million from securities AFS to other assets.
|
Revenue Recognition
|
|
|
|
|
|
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
|
|
This Update, as amended, modifies the guidance used to recognize revenue from contracts with customers for transfers of goods and services and transfers of nonfinancial assets, unless those contracts are within the scope of other guidance. The guidance also requires new qualitative and quantitative disclosures about contract balances and performance obligations.
|
|
January 1, 2018
|
|
We adopted these Updates in the first quarter of 2018 under the modified retrospective method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
|
|
|
(in millions)
|
YDKN
|
|
Fifth Third
Branches
|
|
METR
|
||||||
Fair value of consideration paid
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
404
|
|
Fair value of identifiable assets acquired:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
197
|
|
|
199
|
|
|
47
|
|
|||
Securities
|
940
|
|
|
—
|
|
|
723
|
|
|||
Loans
|
5,114
|
|
|
95
|
|
|
1,863
|
|
|||
Core deposit and other intangible assets
|
70
|
|
|
4
|
|
|
24
|
|
|||
Fixed and other assets
|
459
|
|
|
14
|
|
|
127
|
|
|||
Total identifiable assets acquired
|
6,780
|
|
|
312
|
|
|
2,784
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
|
||||||
Deposits
|
5,177
|
|
|
302
|
|
|
2,328
|
|
|||
Borrowings
|
969
|
|
|
—
|
|
|
228
|
|
|||
Other liabilities
|
68
|
|
|
24
|
|
|
9
|
|
|||
Total liabilities assumed
|
6,214
|
|
|
326
|
|
|
2,565
|
|
|||
Fair value of net identifiable assets acquired
|
566
|
|
|
(14
|
)
|
|
219
|
|
|||
Goodwill recognized
(1)
|
$
|
1,219
|
|
|
$
|
14
|
|
|
$
|
185
|
|
(1)
|
All of the goodwill for these transactions has been recorded in the Community Banking segment.
|
(in millions)
|
Amortized
Cost |
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
187
|
|
U.S. government-sponsored entities
|
317
|
|
|
—
|
|
|
(4
|
)
|
|
313
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,465
|
|
|
—
|
|
|
(36
|
)
|
|
1,429
|
|
||||
Agency collateralized mortgage obligations
|
1,179
|
|
|
5
|
|
|
(23
|
)
|
|
1,161
|
|
||||
Commercial mortgage-backed securities
|
229
|
|
|
—
|
|
|
(1
|
)
|
|
228
|
|
||||
States of the U.S. and political subdivisions
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Other debt securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total debt securities available for sale
|
$
|
3,401
|
|
|
$
|
5
|
|
|
$
|
(65
|
)
|
|
$
|
3,341
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored entities
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
344
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,615
|
|
|
1
|
|
|
(17
|
)
|
|
1,599
|
|
||||
Agency collateralized mortgage obligations
|
813
|
|
|
—
|
|
|
(18
|
)
|
|
795
|
|
||||
States of the U.S. and political subdivisions
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total debt securities available for sale
|
2,802
|
|
|
1
|
|
|
(39
|
)
|
|
2,764
|
|
||||
Equity securities
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total securities available for sale
|
$
|
2,803
|
|
|
$
|
1
|
|
|
$
|
(39
|
)
|
|
$
|
2,765
|
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Debt Securities Held to Maturity:
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
U.S. government agencies
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
U.S. government-sponsored entities
|
215
|
|
|
—
|
|
|
(4
|
)
|
|
211
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,036
|
|
|
—
|
|
|
(26
|
)
|
|
1,010
|
|
||||
Agency collateralized mortgage obligations
|
794
|
|
|
1
|
|
|
(24
|
)
|
|
771
|
|
||||
Commercial mortgage-backed securities
|
126
|
|
|
1
|
|
|
(1
|
)
|
|
126
|
|
||||
States of the U.S. and political subdivisions
|
1,080
|
|
|
3
|
|
|
(49
|
)
|
|
1,034
|
|
||||
Total debt securities held to maturity
|
$
|
3,254
|
|
|
$
|
5
|
|
|
$
|
(104
|
)
|
|
$
|
3,155
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
U.S. government-sponsored entities
|
247
|
|
|
—
|
|
|
(4
|
)
|
|
243
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,220
|
|
|
3
|
|
|
(9
|
)
|
|
1,214
|
|
||||
Agency collateralized mortgage obligations
|
777
|
|
|
—
|
|
|
(20
|
)
|
|
757
|
|
||||
Commercial mortgage-backed securities
|
80
|
|
|
1
|
|
|
(1
|
)
|
|
80
|
|
||||
States of the U.S. and political subdivisions
|
917
|
|
|
13
|
|
|
(7
|
)
|
|
923
|
|
||||
Total debt securities held to maturity
|
$
|
3,242
|
|
|
$
|
17
|
|
|
$
|
(41
|
)
|
|
$
|
3,218
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Gross gains
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
1
|
|
Gross losses
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net gains
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
(in millions)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Due in one year or less
|
$
|
95
|
|
|
$
|
94
|
|
|
$
|
42
|
|
|
$
|
41
|
|
Due after one year but within five years
|
239
|
|
|
236
|
|
|
185
|
|
|
181
|
|
||||
Due after five years but within ten years
|
68
|
|
|
68
|
|
|
116
|
|
|
116
|
|
||||
Due after ten years
|
126
|
|
|
125
|
|
|
955
|
|
|
910
|
|
||||
|
528
|
|
|
523
|
|
|
1,298
|
|
|
1,248
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,465
|
|
|
1,429
|
|
|
1,036
|
|
|
1,010
|
|
||||
Agency collateralized mortgage obligations
|
1,179
|
|
|
1,161
|
|
|
794
|
|
|
771
|
|
||||
Commercial mortgage-backed securities
|
229
|
|
|
228
|
|
|
126
|
|
|
126
|
|
||||
Total debt securities
|
$
|
3,401
|
|
|
$
|
3,341
|
|
|
$
|
3,254
|
|
|
$
|
3,155
|
|
December 31
|
2018
|
|
2017
|
||||
(dollars in millions)
|
|
|
|
||||
Securities pledged (carrying value):
|
|
|
|
||||
To secure public deposits, trust deposits and for other purposes as required by law
|
$
|
3,874
|
|
|
$
|
3,492
|
|
As collateral for short-term borrowings
|
279
|
|
|
264
|
|
||
Securities pledged as a percent of total securities
|
63.0
|
%
|
|
62.5
|
%
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||||||||||||||
(dollars in millions)
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||||
Debt Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government agencies
|
20
|
|
|
$
|
145
|
|
|
$
|
(1
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
20
|
|
|
$
|
145
|
|
|
$
|
(1
|
)
|
U.S. government-sponsored entities
|
1
|
|
|
36
|
|
|
—
|
|
|
11
|
|
|
227
|
|
|
(4
|
)
|
|
12
|
|
|
263
|
|
|
(4
|
)
|
||||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
16
|
|
|
259
|
|
|
(4
|
)
|
|
71
|
|
|
1,159
|
|
|
(32
|
)
|
|
87
|
|
|
1,418
|
|
|
(36
|
)
|
||||||
Agency collateralized mortgage obligations
|
2
|
|
|
82
|
|
|
(1
|
)
|
|
47
|
|
|
590
|
|
|
(22
|
)
|
|
49
|
|
|
672
|
|
|
(23
|
)
|
||||||
Non-agency collateralized mortgage obligations
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Commercial mortgage-backed securities
|
4
|
|
|
155
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
155
|
|
|
(1
|
)
|
||||||
States of the U.S. and political subdivisions
|
2
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
10
|
|
|
—
|
|
|
8
|
|
|
12
|
|
|
—
|
|
||||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||||
Total temporarily impaired debt securities AFS
|
46
|
|
|
$
|
679
|
|
|
$
|
(7
|
)
|
|
136
|
|
|
$
|
1,988
|
|
|
$
|
(58
|
)
|
|
182
|
|
|
$
|
2,667
|
|
|
$
|
(65
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government-sponsored entities
|
7
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
10
|
|
|
$
|
201
|
|
|
$
|
(4
|
)
|
|
17
|
|
|
$
|
308
|
|
|
$
|
(4
|
)
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
43
|
|
|
977
|
|
|
(8
|
)
|
|
28
|
|
|
473
|
|
|
(10
|
)
|
|
71
|
|
|
1,450
|
|
|
(18
|
)
|
||||||
Agency collateralized mortgage obligations
|
14
|
|
|
409
|
|
|
(6
|
)
|
|
33
|
|
|
336
|
|
|
(12
|
)
|
|
47
|
|
|
745
|
|
|
(18
|
)
|
||||||
States of the U.S. and political subdivisions
|
7
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
12
|
|
|
—
|
|
||||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|
—
|
|
||||||
Total temporarily impaired debt securities AFS
|
71
|
|
|
$
|
1,504
|
|
|
$
|
(14
|
)
|
|
75
|
|
|
$
|
1,016
|
|
|
$
|
(26
|
)
|
|
146
|
|
|
$
|
2,520
|
|
|
$
|
(40
|
)
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||||||||||||||
(dollars in millions)
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||||
Debt Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government-sponsored entities
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
12
|
|
|
$
|
211
|
|
|
$
|
(4
|
)
|
|
12
|
|
|
$
|
211
|
|
|
$
|
(4
|
)
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
43
|
|
|
294
|
|
|
(4
|
)
|
|
47
|
|
|
694
|
|
|
(22
|
)
|
|
90
|
|
|
988
|
|
|
(26
|
)
|
||||||
Agency collateralized mortgage obligations
|
3
|
|
|
42
|
|
|
—
|
|
|
49
|
|
|
611
|
|
|
(24
|
)
|
|
52
|
|
|
653
|
|
|
(24
|
)
|
||||||
Commercial mortgage-backed securities
|
5
|
|
|
26
|
|
|
—
|
|
|
4
|
|
|
43
|
|
|
(1
|
)
|
|
9
|
|
|
69
|
|
|
(1
|
)
|
||||||
States of the U.S. and political subdivisions
|
159
|
|
|
590
|
|
|
(27
|
)
|
|
51
|
|
|
161
|
|
|
(22
|
)
|
|
210
|
|
|
751
|
|
|
(49
|
)
|
||||||
Total temporarily impaired debt securities HTM
|
210
|
|
|
$
|
952
|
|
|
$
|
(31
|
)
|
|
163
|
|
|
$
|
1,720
|
|
|
$
|
(73
|
)
|
|
373
|
|
|
$
|
2,672
|
|
|
$
|
(104
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government-sponsored entities
|
4
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
10
|
|
|
$
|
186
|
|
|
$
|
(4
|
)
|
|
14
|
|
|
$
|
241
|
|
|
$
|
(4
|
)
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
36
|
|
|
648
|
|
|
(5
|
)
|
|
11
|
|
|
184
|
|
|
(4
|
)
|
|
47
|
|
|
832
|
|
|
(9
|
)
|
||||||
Agency collateralized mortgage obligations
|
14
|
|
|
276
|
|
|
(2
|
)
|
|
35
|
|
|
473
|
|
|
(18
|
)
|
|
49
|
|
|
749
|
|
|
(20
|
)
|
||||||
Commercial mortgage-backed securities
|
3
|
|
|
26
|
|
|
—
|
|
|
2
|
|
|
20
|
|
|
(1
|
)
|
|
5
|
|
|
46
|
|
|
(1
|
)
|
||||||
States of the U.S. and political subdivisions
|
16
|
|
|
57
|
|
|
(1
|
)
|
|
37
|
|
|
121
|
|
|
(6
|
)
|
|
53
|
|
|
178
|
|
|
(7
|
)
|
||||||
Total temporarily impaired debt securities HTM
|
73
|
|
|
$
|
1,062
|
|
|
$
|
(8
|
)
|
|
95
|
|
|
$
|
984
|
|
|
$
|
(33
|
)
|
|
168
|
|
|
$
|
2,046
|
|
|
$
|
(41
|
)
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Federal Home Loan Bank stock
|
$
|
209
|
|
|
$
|
160
|
|
Federal Reserve Bank stock
|
122
|
|
|
122
|
|
||
Other non-marketable equity securities
|
1
|
|
|
1
|
|
||
Total non-marketable equity securities
|
$
|
332
|
|
|
$
|
283
|
|
(in millions)
|
Originated
Loans and
Leases
|
|
Loans Acquired in a Business Combination
|
|
Total
Loans and
Leases
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
6,171
|
|
|
$
|
2,615
|
|
|
$
|
8,786
|
|
Commercial and industrial
|
4,140
|
|
|
416
|
|
|
4,556
|
|
|||
Commercial leases
|
373
|
|
|
—
|
|
|
373
|
|
|||
Other
|
46
|
|
|
—
|
|
|
46
|
|
|||
Total commercial loans and leases
|
10,730
|
|
|
3,031
|
|
|
13,761
|
|
|||
Direct installment
|
1,668
|
|
|
96
|
|
|
1,764
|
|
|||
Residential mortgages
|
2,612
|
|
|
501
|
|
|
3,113
|
|
|||
Indirect installment
|
1,933
|
|
|
—
|
|
|
1,933
|
|
|||
Consumer lines of credit
|
1,119
|
|
|
463
|
|
|
1,582
|
|
|||
Total consumer loans
|
7,332
|
|
|
1,060
|
|
|
8,392
|
|
|||
Total loans and leases, net of unearned income
|
$
|
18,062
|
|
|
$
|
4,091
|
|
|
$
|
22,153
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
5,175
|
|
|
$
|
3,567
|
|
|
$
|
8,742
|
|
Commercial and industrial
|
3,495
|
|
|
675
|
|
|
4,170
|
|
|||
Commercial leases
|
267
|
|
|
—
|
|
|
267
|
|
|||
Other
|
17
|
|
|
—
|
|
|
17
|
|
|||
Total commercial loans and leases
|
8,954
|
|
|
4,242
|
|
|
13,196
|
|
|||
Direct installment
|
1,756
|
|
|
150
|
|
|
1,906
|
|
|||
Residential mortgages
|
2,036
|
|
|
667
|
|
|
2,703
|
|
|||
Indirect installment
|
1,448
|
|
|
—
|
|
|
1,448
|
|
|||
Consumer lines of credit
|
1,152
|
|
|
594
|
|
|
1,746
|
|
|||
Total consumer loans
|
6,392
|
|
|
1,411
|
|
|
7,803
|
|
|||
Total loans and leases, net of unearned income
|
$
|
15,346
|
|
|
$
|
5,653
|
|
|
$
|
20,999
|
|
•
|
Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties;
|
•
|
Commercial and industrial includes loans to businesses that are not secured by real estate;
|
•
|
Commercial leases consist of leases for new or used equipment;
|
•
|
Other is comprised primarily of credit cards and mezzanine loans;
|
•
|
Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans;
|
•
|
Residential mortgages consist of conventional and jumbo mortgage loans for 1-4 family properties;
|
•
|
Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans; and
|
•
|
Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity.
|
December 31
|
2018
|
|
2017
|
||||
(dollars in millions)
|
|
|
|
||||
Commercial construction, acquisition and development loans
|
$
|
1,152
|
|
|
$
|
1,170
|
|
Percent of total loans and leases
|
5.2
|
%
|
|
5.6
|
%
|
||
Commercial real estate:
|
|
|
|
||||
Percent owner-occupied
|
35.1
|
%
|
|
35.3
|
%
|
||
Percent non-owner-occupied
|
64.9
|
%
|
|
64.7
|
%
|
(in millions)
|
|
||
Balance at beginning of period
|
$
|
20
|
|
New loans
|
1
|
|
|
Repayments
|
(4
|
)
|
|
Other
|
(1
|
)
|
|
Balance at end of period
|
$
|
16
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Accounted for under ASC 310-30:
|
|
|
|
||||
Outstanding balance
|
$
|
3,768
|
|
|
$
|
5,176
|
|
Carrying amount
|
3,570
|
|
|
4,834
|
|
||
Accounted for under ASC 310-20:
|
|
|
|
||||
Outstanding balance
|
602
|
|
|
835
|
|
||
Carrying amount
|
513
|
|
|
813
|
|
||
Total loans acquired in a business combination:
|
|
|
|
||||
Outstanding balance
|
4,370
|
|
|
6,011
|
|
||
Carrying amount
|
4,083
|
|
|
5,647
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Balance at beginning of period
|
$
|
708
|
|
|
$
|
467
|
|
Acquisitions
|
—
|
|
|
445
|
|
||
Reduction due to unexpected early payoffs
|
(146
|
)
|
|
(128
|
)
|
||
Reclass from non-accretable difference
|
267
|
|
|
156
|
|
||
Disposals/transfers
|
(1
|
)
|
|
(4
|
)
|
||
Other
|
(1
|
)
|
|
(1
|
)
|
||
Accretion
|
(222
|
)
|
|
(227
|
)
|
||
Balance at end of period
|
$
|
605
|
|
|
$
|
708
|
|
|
|
December 31
|
2018
|
|
2017
|
||||
(dollars in millions)
|
|
|
|
||||
Non-accrual loans
|
$
|
79
|
|
|
$
|
75
|
|
Troubled debt restructurings
|
21
|
|
|
23
|
|
||
Total non-performing loans
|
100
|
|
|
98
|
|
||
Other real estate owned
|
35
|
|
|
41
|
|
||
Total non-performing assets
|
$
|
135
|
|
|
$
|
139
|
|
Asset quality ratios:
|
|
|
|
||||
Non-performing loans / total loans and leases
|
0.45
|
%
|
|
0.47
|
%
|
||
Non-performing loans + OREO / total loans and leases + OREO
|
0.61
|
%
|
|
0.66
|
%
|
||
Non-performing assets / total assets
|
0.41
|
%
|
|
0.44
|
%
|
(in millions)
|
30-89 Days
Past Due
|
|
≥ 90 Days
Past Due
and Still
Accruing
|
|
Non-
Accrual
|
|
Total
Past Due (1)
|
|
Current
|
|
Total
Loans and
Leases
|
||||||||||||
Originated Loans and Leases
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
24
|
|
|
$
|
6,147
|
|
|
$
|
6,171
|
|
Commercial and industrial
|
5
|
|
|
—
|
|
|
19
|
|
|
24
|
|
|
4,116
|
|
|
4,140
|
|
||||||
Commercial leases
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
370
|
|
|
373
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
45
|
|
|
46
|
|
||||||
Total commercial loans and leases
|
13
|
|
|
—
|
|
|
39
|
|
|
52
|
|
|
10,678
|
|
|
10,730
|
|
||||||
Direct installment
|
8
|
|
|
—
|
|
|
8
|
|
|
16
|
|
|
1,652
|
|
|
1,668
|
|
||||||
Residential mortgages
|
16
|
|
|
3
|
|
|
6
|
|
|
25
|
|
|
2,587
|
|
|
2,612
|
|
||||||
Indirect installment
|
11
|
|
|
1
|
|
|
2
|
|
|
14
|
|
|
1,919
|
|
|
1,933
|
|
||||||
Consumer lines of credit
|
5
|
|
|
1
|
|
|
3
|
|
|
9
|
|
|
1,110
|
|
|
1,119
|
|
||||||
Total consumer loans
|
40
|
|
|
5
|
|
|
19
|
|
|
64
|
|
|
7,268
|
|
|
7,332
|
|
||||||
Total originated loans and leases
|
$
|
53
|
|
|
$
|
5
|
|
|
$
|
58
|
|
|
$
|
116
|
|
|
$
|
17,946
|
|
|
$
|
18,062
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
34
|
|
|
$
|
5,141
|
|
|
$
|
5,175
|
|
Commercial and industrial
|
9
|
|
|
—
|
|
|
17
|
|
|
26
|
|
|
3,469
|
|
|
3,495
|
|
||||||
Commercial leases
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
264
|
|
|
267
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
16
|
|
|
17
|
|
||||||
Total commercial loans and leases
|
19
|
|
|
—
|
|
|
45
|
|
|
64
|
|
|
8,890
|
|
|
8,954
|
|
||||||
Direct installment
|
13
|
|
|
5
|
|
|
9
|
|
|
27
|
|
|
1,729
|
|
|
1,756
|
|
||||||
Residential mortgages
|
14
|
|
|
3
|
|
|
5
|
|
|
22
|
|
|
2,014
|
|
|
2,036
|
|
||||||
Indirect installment
|
10
|
|
|
1
|
|
|
2
|
|
|
13
|
|
|
1,435
|
|
|
1,448
|
|
||||||
Consumer lines of credit
|
6
|
|
|
1
|
|
|
2
|
|
|
9
|
|
|
1,143
|
|
|
1,152
|
|
||||||
Total consumer loans
|
43
|
|
|
10
|
|
|
18
|
|
|
71
|
|
|
6,321
|
|
|
6,392
|
|
||||||
Total originated loans and leases
|
$
|
62
|
|
|
$
|
10
|
|
|
$
|
63
|
|
|
$
|
135
|
|
|
$
|
15,211
|
|
|
$
|
15,346
|
|
(in millions)
|
30-89 Days
Past Due
|
|
≥ 90 Days
Past Due
and Still
Accruing
|
|
Non-
Accrual
|
|
Total
Past Due
(2) (3) (4)
|
|
Current
|
|
(Discount)/
Premium
|
|
Total
Loans
|
||||||||||||||
Loans Acquired in a Business Combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
$
|
19
|
|
|
$
|
38
|
|
|
$
|
3
|
|
|
$
|
60
|
|
|
$
|
2,723
|
|
|
$
|
(168
|
)
|
|
$
|
2,615
|
|
Commercial and industrial
|
3
|
|
|
4
|
|
|
17
|
|
|
24
|
|
|
420
|
|
|
(28
|
)
|
|
416
|
|
|||||||
Total commercial loans
|
22
|
|
|
42
|
|
|
20
|
|
|
84
|
|
|
3,143
|
|
|
(196
|
)
|
|
3,031
|
|
|||||||
Direct installment
|
3
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
91
|
|
|
—
|
|
|
96
|
|
|||||||
Residential mortgages
|
13
|
|
|
6
|
|
|
—
|
|
|
19
|
|
|
498
|
|
|
(16
|
)
|
|
501
|
|
|||||||
Consumer lines of credit
|
8
|
|
|
3
|
|
|
1
|
|
|
12
|
|
|
461
|
|
|
(10
|
)
|
|
463
|
|
|||||||
Total consumer loans
|
24
|
|
|
11
|
|
|
1
|
|
|
36
|
|
|
1,050
|
|
|
(26
|
)
|
|
1,060
|
|
|||||||
Total loans acquired in a business combination
|
$
|
46
|
|
|
$
|
53
|
|
|
$
|
21
|
|
|
$
|
120
|
|
|
$
|
4,193
|
|
|
$
|
(222
|
)
|
|
$
|
4,091
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
$
|
35
|
|
|
$
|
63
|
|
|
$
|
4
|
|
|
$
|
102
|
|
|
$
|
3,657
|
|
|
$
|
(192
|
)
|
|
$
|
3,567
|
|
Commercial and industrial
|
3
|
|
|
7
|
|
|
6
|
|
|
16
|
|
|
698
|
|
|
(39
|
)
|
|
675
|
|
|||||||
Total commercial loans
|
38
|
|
|
70
|
|
|
10
|
|
|
118
|
|
|
4,355
|
|
|
(231
|
)
|
|
4,242
|
|
|||||||
Direct installment
|
5
|
|
|
2
|
|
|
—
|
|
|
7
|
|
|
142
|
|
|
1
|
|
|
150
|
|
|||||||
Residential mortgages
|
17
|
|
|
15
|
|
|
—
|
|
|
32
|
|
|
676
|
|
|
(41
|
)
|
|
667
|
|
|||||||
Consumer lines of credit
|
7
|
|
|
3
|
|
|
1
|
|
|
11
|
|
|
596
|
|
|
(13
|
)
|
|
594
|
|
|||||||
Total consumer loans
|
29
|
|
|
20
|
|
|
1
|
|
|
50
|
|
|
1,414
|
|
|
(53
|
)
|
|
1,411
|
|
|||||||
Total loans acquired in a business combination
|
$
|
67
|
|
|
$
|
90
|
|
|
$
|
11
|
|
|
$
|
168
|
|
|
$
|
5,769
|
|
|
$
|
(284
|
)
|
|
$
|
5,653
|
|
(1)
|
Approximately
$14.7 million
of originated past-due or non-accrual loans were sold during the second quarter of 2018.
|
(2)
|
Past due information for loans acquired in a business combination is based on the contractual balance outstanding at
December 31, 2018
and
2017
.
|
(3)
|
Loans acquired in a business combination are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of expected cash flows on such loans. In these instances, we do not consider acquired contractually delinquent loans to be non-accrual or non-performing and continue to recognize interest income on these loans using the accretion method. Loans acquired in a business combination are considered non-accrual or non-performing when, due to credit deterioration or other factors, we determine we are no longer able to reasonably estimate the timing and amount of expected cash flows on such loans. We do not recognize interest income on loans acquired in a business combination considered non-accrual or non-performing.
|
(4)
|
Approximately
$28.5 million
of acquired past-due or non-accrual loans were sold during the second quarter of 2018.
|
Rating
Category
|
|
Definition
|
Pass
|
|
in general, the condition of the borrower and the performance of the loan is satisfactory or better
|
Special Mention
|
|
in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring
|
Substandard
|
|
in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected
|
Doubtful
|
|
in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable
|
|
Commercial Loan and Lease Credit Quality Categories
|
||||||||||||||||||
(in millions)
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Originated Loans and Leases
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
5,883
|
|
|
$
|
163
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
6,171
|
|
Commercial and industrial
|
3,879
|
|
|
180
|
|
|
81
|
|
|
—
|
|
|
4,140
|
|
|||||
Commercial leases
|
366
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
373
|
|
|||||
Other
|
45
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
46
|
|
|||||
Total originated commercial loans and leases
|
$
|
10,173
|
|
|
$
|
344
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
10,730
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
4,923
|
|
|
$
|
152
|
|
|
$
|
99
|
|
|
$
|
1
|
|
|
$
|
5,175
|
|
Commercial and industrial
|
3,267
|
|
|
133
|
|
|
92
|
|
|
3
|
|
|
3,495
|
|
|||||
Commercial leases
|
260
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
267
|
|
|||||
Other
|
16
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|||||
Total originated commercial loans and leases
|
$
|
8,466
|
|
|
$
|
290
|
|
|
$
|
194
|
|
|
$
|
4
|
|
|
$
|
8,954
|
|
Loans Acquired in a Business Combination
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
2,256
|
|
|
$
|
168
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
2,615
|
|
Commercial and industrial
|
355
|
|
|
18
|
|
|
43
|
|
|
—
|
|
|
416
|
|
|||||
Total commercial loans acquired in a business combination
|
$
|
2,611
|
|
|
$
|
186
|
|
|
$
|
234
|
|
|
$
|
—
|
|
|
$
|
3,031
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
3,103
|
|
|
$
|
251
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
3,567
|
|
Commercial and industrial
|
604
|
|
|
26
|
|
|
45
|
|
|
—
|
|
|
675
|
|
|||||
Total commercial loans acquired in a business combination
|
$
|
3,707
|
|
|
$
|
277
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
4,242
|
|
|
Consumer Loan Credit Quality by Payment Status
|
||||||||||
(in millions)
|
Performing
|
|
Non-Performing
|
|
Total
|
||||||
Originated Loans
|
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Direct installment
|
$
|
1,654
|
|
|
$
|
14
|
|
|
$
|
1,668
|
|
Residential mortgages
|
2,598
|
|
|
14
|
|
|
2,612
|
|
|||
Indirect installment
|
1,931
|
|
|
2
|
|
|
1,933
|
|
|||
Consumer lines of credit
|
1,114
|
|
|
5
|
|
|
1,119
|
|
|||
Total originated consumer loans
|
$
|
7,297
|
|
|
$
|
35
|
|
|
$
|
7,332
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Direct installment
|
$
|
1,739
|
|
|
$
|
17
|
|
|
$
|
1,756
|
|
Residential mortgages
|
2,020
|
|
|
16
|
|
|
2,036
|
|
|||
Indirect installment
|
1,446
|
|
|
2
|
|
|
1,448
|
|
|||
Consumer lines of credit
|
1,148
|
|
|
4
|
|
|
1,152
|
|
|||
Total originated consumer loans
|
$
|
6,353
|
|
|
$
|
39
|
|
|
$
|
6,392
|
|
Loans Acquired in a Business Combination
|
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Direct installment
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
96
|
|
Residential mortgages
|
501
|
|
|
—
|
|
|
501
|
|
|||
Indirect installment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer lines of credit
|
462
|
|
|
1
|
|
|
463
|
|
|||
Total consumer loans acquired in a business combination
|
$
|
1,059
|
|
|
$
|
1
|
|
|
$
|
1,060
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Direct installment
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
Residential mortgages
|
667
|
|
|
—
|
|
|
667
|
|
|||
Consumer lines of credit
|
592
|
|
|
2
|
|
|
594
|
|
|||
Total consumer loans acquired in a business combination
|
$
|
1,409
|
|
|
$
|
2
|
|
|
$
|
1,411
|
|
(in millions)
|
Unpaid
Contractual
Principal
Balance
|
|
Recorded
Investment
With No
Specific
Reserve
|
|
Recorded
Investment
With
Specific
Reserve
|
|
Total
Recorded
Investment
|
|
Specific
Reserve
|
|
Average
Recorded
Investment
|
||||||||||||
At or for the Year Ended
December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
20
|
|
|
$
|
16
|
|
|
$
|
1
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Commercial and industrial
|
46
|
|
|
20
|
|
|
13
|
|
|
33
|
|
|
4
|
|
|
32
|
|
||||||
Commercial leases
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loans and leases
|
68
|
|
|
38
|
|
|
14
|
|
|
52
|
|
|
4
|
|
|
54
|
|
||||||
Direct installment
|
17
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Residential mortgages
|
16
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
15
|
|
||||||
Indirect installment
|
5
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Consumer lines of credit
|
7
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Total consumer loans
|
45
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
36
|
|
||||||
Total
|
$
|
113
|
|
|
$
|
73
|
|
|
$
|
14
|
|
|
$
|
87
|
|
|
$
|
4
|
|
|
$
|
90
|
|
At or for the Year Ended
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
3
|
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
25
|
|
Commercial and industrial
|
29
|
|
|
11
|
|
|
4
|
|
|
15
|
|
|
3
|
|
|
24
|
|
||||||
Commercial leases
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||||
Total commercial loans and leases
|
58
|
|
|
35
|
|
|
7
|
|
|
42
|
|
|
4
|
|
|
50
|
|
||||||
Direct installment
|
19
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Residential mortgages
|
18
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Indirect installment
|
6
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Consumer lines of credit
|
5
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Total consumer loans
|
48
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Total
|
$
|
106
|
|
|
$
|
74
|
|
|
$
|
7
|
|
|
$
|
81
|
|
|
$
|
4
|
|
|
$
|
89
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Commercial real estate
|
$
|
2
|
|
|
$
|
5
|
|
Commercial and industrial
|
4
|
|
|
—
|
|
||
Total commercial loans
|
6
|
|
|
5
|
|
||
Direct installment
|
1
|
|
|
2
|
|
||
Total consumer loans
|
1
|
|
|
2
|
|
||
Total allowance on loans acquired in a business combination
|
$
|
7
|
|
|
$
|
7
|
|
(in millions)
|
Originated
|
|
Acquired
|
|
Total
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Accruing:
|
|
|
|
|
|
||||||
Performing
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Non-performing
|
17
|
|
|
4
|
|
|
21
|
|
|||
Non-accrual
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total TDRs
|
$
|
44
|
|
|
$
|
4
|
|
|
$
|
48
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Accruing:
|
|
|
|
|
|
||||||
Performing
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Non-performing
|
20
|
|
|
3
|
|
|
23
|
|
|||
Non-accrual
|
10
|
|
|
—
|
|
|
10
|
|
|||
Total TDRs
|
$
|
50
|
|
|
$
|
3
|
|
|
$
|
53
|
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||||||||||||||||
(dollars in millions)
|
Number
of
Contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
|
Number
of
Contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
||||||||||
Commercial real estate
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Commercial and industrial
|
10
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||
Total commercial loans
|
14
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
5
|
|
|
5
|
|
||||
Direct installment
|
80
|
|
|
4
|
|
|
4
|
|
|
641
|
|
|
5
|
|
|
5
|
|
||||
Residential mortgages
|
15
|
|
|
1
|
|
|
1
|
|
|
43
|
|
|
3
|
|
|
2
|
|
||||
Indirect installment
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Consumer lines of credit
|
26
|
|
|
1
|
|
|
1
|
|
|
64
|
|
|
1
|
|
|
1
|
|
||||
Total consumer loans
|
121
|
|
|
6
|
|
|
6
|
|
|
766
|
|
|
9
|
|
|
8
|
|
||||
Total
|
135
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
772
|
|
|
$
|
14
|
|
|
$
|
13
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||||||||
(dollars in millions)
|
Number
of
Contracts
|
|
Recorded
Investment
|
|
Number
of
Contracts
|
|
Recorded
Investment
|
||||||
Commercial real estate
|
3
|
|
|
$
|
1
|
|
|
1
|
|
|
$
|
—
|
|
Commercial and industrial
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total commercial loans
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||
Direct installment
|
7
|
|
|
1
|
|
|
131
|
|
|
1
|
|
||
Residential mortgages
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||
Indirect installment
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||
Consumer lines of credit
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||
Total consumer loans
|
14
|
|
|
1
|
|
|
159
|
|
|
1
|
|
||
Total
|
18
|
|
|
$
|
2
|
|
|
160
|
|
|
$
|
1
|
|
(in millions)
|
Balance at
Beginning
of Year
|
|
Charge-
Offs
|
|
Recoveries
|
|
Net
Charge-
Offs
|
|
Provision
for Credit
Losses
|
|
Balance at
End of
Year
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
50
|
|
|
$
|
(7
|
)
|
|
$
|
3
|
|
|
$
|
(4
|
)
|
|
$
|
9
|
|
|
$
|
55
|
|
Commercial and industrial
|
52
|
|
|
(20
|
)
|
|
2
|
|
|
(18
|
)
|
|
15
|
|
|
49
|
|
||||||
Commercial leases
|
5
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
6
|
|
|
8
|
|
||||||
Other
|
2
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
2
|
|
||||||
Total commercial loans and leases
|
109
|
|
|
(34
|
)
|
|
5
|
|
|
(29
|
)
|
|
34
|
|
|
114
|
|
||||||
Direct installment
|
21
|
|
|
(17
|
)
|
|
2
|
|
|
(15
|
)
|
|
8
|
|
|
14
|
|
||||||
Residential mortgages
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
20
|
|
||||||
Indirect installment
|
12
|
|
|
(9
|
)
|
|
4
|
|
|
(5
|
)
|
|
8
|
|
|
15
|
|
||||||
Consumer lines of credit
|
10
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
10
|
|
||||||
Total consumer loans
|
59
|
|
|
(29
|
)
|
|
6
|
|
|
(23
|
)
|
|
23
|
|
|
59
|
|
||||||
Total allowance on originated loans
|
168
|
|
|
(63
|
)
|
|
11
|
|
|
(52
|
)
|
|
57
|
|
|
173
|
|
||||||
Purchased credit-impaired loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Other loans acquired in a business combination
|
6
|
|
|
(7
|
)
|
|
3
|
|
|
(4
|
)
|
|
4
|
|
|
6
|
|
||||||
Total allowance on loans acquired in a business combination
|
7
|
|
|
(7
|
)
|
|
3
|
|
|
(4
|
)
|
|
4
|
|
|
7
|
|
||||||
Total allowance for credit losses
|
$
|
175
|
|
|
$
|
(70
|
)
|
|
$
|
14
|
|
|
$
|
(56
|
)
|
|
$
|
61
|
|
|
$
|
180
|
|
(in millions)
|
Balance at
Beginning
of Year
|
|
Charge-
Offs
|
|
Recoveries
|
|
Net
Charge-
Offs
|
|
Provision
for Credit
Losses
|
|
Balance at
End of
Year
|
||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
47
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
50
|
|
Commercial and industrial
|
48
|
|
|
(27
|
)
|
|
2
|
|
|
(25
|
)
|
|
29
|
|
|
52
|
|
||||||
Commercial leases
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|
5
|
|
||||||
Other
|
1
|
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|
4
|
|
|
2
|
|
||||||
Total commercial loans and leases
|
99
|
|
|
(34
|
)
|
|
5
|
|
|
(29
|
)
|
|
39
|
|
|
109
|
|
||||||
Direct installment
|
21
|
|
|
(12
|
)
|
|
2
|
|
|
(10
|
)
|
|
10
|
|
|
21
|
|
||||||
Residential mortgages
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
16
|
|
||||||
Indirect installment
|
11
|
|
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|
7
|
|
|
12
|
|
||||||
Consumer lines of credit
|
10
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
10
|
|
||||||
Total consumer loans
|
52
|
|
|
(24
|
)
|
|
6
|
|
|
(18
|
)
|
|
25
|
|
|
59
|
|
||||||
Total allowance on originated loans
|
151
|
|
|
(58
|
)
|
|
11
|
|
|
(47
|
)
|
|
64
|
|
|
168
|
|
||||||
Purchased credit-impaired loans
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
||||||
Other loans acquired in a business combination
|
6
|
|
|
(1
|
)
|
|
5
|
|
|
4
|
|
|
(4
|
)
|
|
6
|
|
||||||
Total allowance on loans acquired in a business combination
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
3
|
|
|
(3
|
)
|
|
7
|
|
||||||
Total allowance for credit losses
|
$
|
158
|
|
|
$
|
(60
|
)
|
|
$
|
16
|
|
|
$
|
(44
|
)
|
|
$
|
61
|
|
|
$
|
175
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
42
|
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
8
|
|
|
$
|
47
|
|
Commercial and industrial
|
41
|
|
|
(19
|
)
|
|
2
|
|
|
(17
|
)
|
|
24
|
|
|
48
|
|
||||||
Commercial leases
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
3
|
|
||||||
Other
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
1
|
|
||||||
Total commercial loans and leases
|
86
|
|
|
(30
|
)
|
|
6
|
|
|
(24
|
)
|
|
37
|
|
|
99
|
|
||||||
Direct installment
|
21
|
|
|
(10
|
)
|
|
2
|
|
|
(8
|
)
|
|
8
|
|
|
21
|
|
||||||
Residential mortgages
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
10
|
|
||||||
Indirect installment
|
10
|
|
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|
7
|
|
|
11
|
|
||||||
Consumer lines of credit
|
10
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
10
|
|
||||||
Total consumer loans
|
49
|
|
|
(20
|
)
|
|
4
|
|
|
(16
|
)
|
|
19
|
|
|
52
|
|
||||||
Total allowance on originated loans
|
135
|
|
|
(50
|
)
|
|
10
|
|
|
(40
|
)
|
|
56
|
|
|
151
|
|
||||||
Purchased credit-impaired loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Other loans acquired in a business combination
|
6
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Total allowance on loans acquired in a business combination
|
7
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Total allowance for credit losses
|
$
|
142
|
|
|
$
|
(51
|
)
|
|
$
|
11
|
|
|
$
|
(40
|
)
|
|
$
|
56
|
|
|
$
|
158
|
|
|
Allowance
|
|
Loans and Leases Outstanding
|
||||||||||||||||
(in millions)
|
Individually
Evaluated
for
Impairment
|
|
Collectively
Evaluated
for
Impairment
|
|
Loans and
Leases
|
|
Individually
Evaluated
for
Impairment
|
|
Collectively
Evaluated
for
Impairment
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
6,171
|
|
|
$
|
7
|
|
|
$
|
6,164
|
|
Commercial and industrial
|
4
|
|
|
49
|
|
|
4,140
|
|
|
11
|
|
|
4,129
|
|
|||||
Commercial leases
|
—
|
|
|
9
|
|
|
373
|
|
|
—
|
|
|
373
|
|
|||||
Other
|
—
|
|
|
2
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Total commercial loans and leases
|
4
|
|
|
115
|
|
|
10,730
|
|
|
18
|
|
|
10,712
|
|
|||||
Direct installment
|
—
|
|
|
14
|
|
|
1,668
|
|
|
—
|
|
|
1,668
|
|
|||||
Residential mortgages
|
—
|
|
|
19
|
|
|
2,612
|
|
|
—
|
|
|
2,612
|
|
|||||
Indirect installment
|
—
|
|
|
15
|
|
|
1,933
|
|
|
—
|
|
|
1,933
|
|
|||||
Consumer lines of credit
|
—
|
|
|
10
|
|
|
1,119
|
|
|
—
|
|
|
1,119
|
|
|||||
Total consumer loans
|
—
|
|
|
58
|
|
|
7,332
|
|
|
—
|
|
|
7,332
|
|
|||||
Total
|
$
|
4
|
|
|
$
|
173
|
|
|
$
|
18,062
|
|
|
$
|
18
|
|
|
$
|
18,044
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
1
|
|
|
$
|
50
|
|
|
$
|
5,175
|
|
|
$
|
11
|
|
|
$
|
5,164
|
|
Commercial and industrial
|
3
|
|
|
49
|
|
|
3,495
|
|
|
10
|
|
|
3,485
|
|
|||||
Commercial leases
|
—
|
|
|
5
|
|
|
267
|
|
|
—
|
|
|
267
|
|
|||||
Other
|
—
|
|
|
2
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Total commercial loans and leases
|
4
|
|
|
106
|
|
|
8,954
|
|
|
21
|
|
|
8,933
|
|
|||||
Direct installment
|
—
|
|
|
21
|
|
|
1,756
|
|
|
—
|
|
|
1,756
|
|
|||||
Residential mortgages
|
—
|
|
|
16
|
|
|
2,036
|
|
|
—
|
|
|
2,036
|
|
|||||
Indirect installment
|
—
|
|
|
12
|
|
|
1,448
|
|
|
—
|
|
|
1,448
|
|
|||||
Consumer lines of credit
|
—
|
|
|
10
|
|
|
1,152
|
|
|
—
|
|
|
1,152
|
|
|||||
Total consumer loans
|
—
|
|
|
59
|
|
|
6,392
|
|
|
—
|
|
|
6,392
|
|
|||||
Total
|
$
|
4
|
|
|
$
|
165
|
|
|
$
|
15,346
|
|
|
$
|
21
|
|
|
$
|
15,325
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Mortgage loans sold with servicing retained
|
$
|
3,968
|
|
|
$
|
3,257
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Mortgage loans sold with servicing retained
|
$
|
1,060
|
|
|
$
|
1,769
|
|
|
$
|
673
|
|
Pretax gains resulting from above loan sales
(1)
|
19
|
|
|
22
|
|
|
13
|
|
|||
Mortgage servicing fees
(1)
|
9
|
|
|
8
|
|
|
4
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
29
|
|
|
$
|
14
|
|
|
$
|
9
|
|
Fair value of MSRs acquired
|
—
|
|
|
8
|
|
|
—
|
|
|||
Additions
|
13
|
|
|
11
|
|
|
7
|
|
|||
Payoffs and curtailments
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Impairment charge
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Balance at end of period
|
$
|
37
|
|
|
$
|
29
|
|
|
$
|
14
|
|
Fair value, beginning of period
|
$
|
32
|
|
|
$
|
18
|
|
|
$
|
12
|
|
Fair value, end of period
|
41
|
|
|
32
|
|
|
18
|
|
December 31
|
2018
|
|
2017
|
||||
(dollars in millions)
|
|
|
|
||||
Weighted average life (months)
|
82.2
|
|
|
80.4
|
|
||
Constant prepayment rate (annualized)
|
10.1
|
%
|
|
9.9
|
%
|
||
Discount rate
|
9.7
|
%
|
|
9.9
|
%
|
||
Effect on fair value due to change in interest rates:
|
|
|
|
||||
+0.25%
|
$
|
3
|
|
|
$
|
2
|
|
+0.50%
|
5
|
|
|
3
|
|
||
-0.25%
|
(3
|
)
|
|
(2
|
)
|
||
-0.50%
|
(6
|
)
|
|
(4
|
)
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
SBA loans sold to investors with servicing retained
|
$
|
283
|
|
|
$
|
306
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
SBA loans sold with servicing retained
|
$
|
41
|
|
|
$
|
54
|
|
Pretax gains resulting from above loan sales
(1)
|
4
|
|
|
2
|
|
||
SBA servicing fees
(1)
|
3
|
|
|
2
|
|
Year Ended December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Balance at beginning of period
|
$
|
5
|
|
|
$
|
—
|
|
Fair value of servicing rights acquired
|
—
|
|
|
5
|
|
||
Additions
|
1
|
|
|
1
|
|
||
Payoffs, curtailments and amortization
|
(1
|
)
|
|
(1
|
)
|
||
Impairment (charge) / recovery
|
(1
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
4
|
|
|
$
|
5
|
|
Fair value, beginning of period
|
$
|
5
|
|
|
$
|
—
|
|
Fair value, end of period
|
4
|
|
|
5
|
|
December 31
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||||||
|
|
|
Decline in fair value due to
|
|
|
|
Decline in fair value due to
|
||||||||||||||||||||||||||||||
(dollars in millions)
|
Actual
|
|
10% adverse change
|
|
20% adverse change
|
|
1% adverse change
|
|
2% adverse change
|
|
Actual
|
|
10% adverse change
|
|
20% adverse change
|
|
1% adverse change
|
|
2% adverse change
|
||||||||||||||||||
Weighted-average life (months)
|
52.2
|
|
|
|
|
|
|
|
|
|
|
63.5
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Constant prepayment rate
|
12.5
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
9.3
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Discount rate
|
19.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Land
|
$
|
64
|
|
|
$
|
67
|
|
Premises
|
238
|
|
|
240
|
|
||
Equipment
|
236
|
|
|
213
|
|
||
|
538
|
|
|
520
|
|
||
Accumulated depreciation
|
(208
|
)
|
|
(183
|
)
|
||
Total premises and equipment, net
|
$
|
330
|
|
|
$
|
337
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Depreciation expense for premises and equipment
|
$
|
39
|
|
|
$
|
34
|
|
|
$
|
23
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Rental expense
|
$
|
33
|
|
|
$
|
29
|
|
|
$
|
21
|
|
(in millions)
|
|
||
2019
|
$
|
25
|
|
2020
|
21
|
|
|
2021
|
18
|
|
|
2022
|
13
|
|
|
2023
|
10
|
|
|
Later years
|
49
|
|
|
Total minimum rental commitment under leases
|
$
|
136
|
|
(in millions)
|
Community
Banking
|
|
Wealth
Manage-
ment
|
|
Insurance
|
|
Consumer
Finance
|
|
Total
|
||||||||||
Balance at January 1, 2017
|
$
|
1,011
|
|
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
1,032
|
|
Goodwill (deductions) additions
|
1,217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,217
|
|
|||||
Balance at December 31, 2017
|
2,228
|
|
|
8
|
|
|
11
|
|
|
2
|
|
|
2,249
|
|
|||||
Goodwill (deductions) additions
|
3
|
|
|
—
|
|
|
5
|
|
|
(2
|
)
|
|
6
|
|
|||||
Balance at December 31, 2018
|
$
|
2,231
|
|
|
$
|
8
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
2,255
|
|
(in millions)
|
Core
Deposit
Intangibles
|
|
Customer
Renewal
Lists
|
|
Total
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Gross carrying amount
|
$
|
196
|
|
|
$
|
15
|
|
|
$
|
211
|
|
Accumulated amortization
|
(122
|
)
|
|
(10
|
)
|
|
(132
|
)
|
|||
Net carrying amount
|
$
|
74
|
|
|
$
|
5
|
|
|
$
|
79
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Gross carrying amount
|
$
|
196
|
|
|
$
|
12
|
|
|
$
|
208
|
|
Accumulated amortization
|
(107
|
)
|
|
(9
|
)
|
|
(116
|
)
|
|||
Net carrying amount
|
$
|
89
|
|
|
$
|
3
|
|
|
$
|
92
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Amortization expense
|
$
|
16
|
|
|
$
|
18
|
|
|
$
|
11
|
|
(in millions)
|
|
||
2019
|
$
|
14
|
|
2020
|
13
|
|
|
2021
|
11
|
|
|
2022
|
10
|
|
|
2023
|
9
|
|
|
Total
|
$
|
57
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Non-interest-bearing demand
|
$
|
6,000
|
|
|
$
|
5,720
|
|
Interest-bearing demand
|
9,660
|
|
|
9,571
|
|
||
Savings
|
2,526
|
|
|
2,488
|
|
||
Certificates and other time deposits:
|
|
|
|
||||
Less than $100,000
|
2,816
|
|
|
2,461
|
|
||
$100,000 through $250,000
|
1,478
|
|
|
1,327
|
|
||
Greater than $250,000
|
975
|
|
|
833
|
|
||
Total certificates and other time deposits
|
5,269
|
|
|
4,621
|
|
||
Total deposits
|
$
|
23,455
|
|
|
$
|
22,400
|
|
(in millions)
|
|
||
2019
|
$
|
3,255
|
|
2020
|
1,309
|
|
|
2021
|
222
|
|
|
2022
|
143
|
|
|
2023
|
209
|
|
|
Later years
|
131
|
|
|
Total
|
$
|
5,269
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Securities sold under repurchase agreements
|
$
|
251
|
|
|
$
|
256
|
|
Federal Home Loan Bank advances
|
2,230
|
|
|
2,285
|
|
||
Federal funds purchased
|
1,535
|
|
|
1,000
|
|
||
Subordinated notes
|
113
|
|
|
138
|
|
||
Total short-term borrowings
|
$
|
4,129
|
|
|
$
|
3,679
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|||
Year-to-date average
|
1.89
|
%
|
|
1.16
|
%
|
|
0.61
|
%
|
Period-end
|
2.49
|
%
|
|
1.44
|
%
|
|
0.69
|
%
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Federal Home Loan Bank advances
|
$
|
270
|
|
|
$
|
310
|
|
Subordinated notes
|
87
|
|
|
88
|
|
||
Junior subordinated debt
|
111
|
|
|
110
|
|
||
Other subordinated debt
|
159
|
|
|
160
|
|
||
Total long-term borrowings
|
$
|
627
|
|
|
$
|
668
|
|
(in millions)
|
|
||
2019
|
$
|
158
|
|
2020
|
116
|
|
|
2021
|
56
|
|
|
2022
|
8
|
|
|
2023
|
40
|
|
|
Later years
|
249
|
|
|
Total
|
$
|
627
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|||
Subordinated notes weighted average interest rate
|
3.08
|
%
|
|
2.85
|
%
|
|
2.71
|
%
|
(dollars in millions)
|
Trust
Preferred
Securities
|
|
Common
Securities
|
|
Junior
Subordinated
Debt
|
|
Stated
Maturity
Date
|
|
Interest
Rate
|
|
Rate Reset Factor
|
|||||||
F.N.B. Statutory Trust II
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
22
|
|
|
6/15/2036
|
|
4.44
|
%
|
|
LIBOR + 165 basis points (bps)
|
Omega Financial Capital Trust I
|
26
|
|
|
1
|
|
|
27
|
|
|
10/18/2034
|
|
4.63
|
%
|
|
LIBOR + 219 bps
|
|||
Yadkin Valley Statutory Trust I
|
25
|
|
|
1
|
|
|
21
|
|
|
12/15/2037
|
|
4.11
|
%
|
|
LIBOR + 132 bps
|
|||
FNB Financial Services Capital Trust I
|
25
|
|
|
1
|
|
|
22
|
|
|
9/30/2035
|
|
4.26
|
%
|
|
LIBOR + 146 bps
|
|||
American Community Capital Trust II
|
10
|
|
|
—
|
|
|
10
|
|
|
12/15/2033
|
|
5.19
|
%
|
|
LIBOR + 280 bps
|
|||
Crescent Financial Capital Trust I
|
8
|
|
|
—
|
|
|
9
|
|
|
10/7/2033
|
|
5.54
|
%
|
|
LIBOR + 310 bps
|
|||
Total
|
$
|
116
|
|
|
$
|
4
|
|
|
$
|
111
|
|
|
|
|
|
|
|
December 31
|
2018
|
|
2017
|
||||||||||||||||||||
|
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
||||||||||||||||
(in millions)
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||||||||||
Gross Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subject to master netting arrangements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts – designated
|
$
|
1,155
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
705
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest rate swaps – not designated
|
2,740
|
|
|
2
|
|
|
10
|
|
|
2,246
|
|
|
1
|
|
|
12
|
|
||||||
Equity contracts – not designated
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total subject to master netting arrangements
|
3,896
|
|
|
2
|
|
|
13
|
|
|
2,952
|
|
|
1
|
|
|
14
|
|
||||||
Not subject to master netting arrangements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps – not designated
|
2,740
|
|
|
40
|
|
|
26
|
|
|
2,245
|
|
|
28
|
|
|
15
|
|
||||||
Interest rate lock commitments – not designated
|
47
|
|
|
1
|
|
|
—
|
|
|
88
|
|
|
2
|
|
|
—
|
|
||||||
Forward delivery commitments – not designated
|
55
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
—
|
|
||||||
Credit risk contracts – not designated
|
203
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
||||||
Equity contracts – not designated
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total not subject to master netting arrangements
|
3,046
|
|
|
41
|
|
|
26
|
|
|
2,676
|
|
|
30
|
|
|
15
|
|
||||||
Total
|
$
|
6,942
|
|
|
$
|
43
|
|
|
$
|
39
|
|
|
$
|
5,628
|
|
|
$
|
31
|
|
|
$
|
29
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Notional amount
|
$
|
1,155
|
|
|
$
|
705
|
|
Fair value included in other assets
|
—
|
|
|
—
|
|
||
Fair value included in other liabilities
|
3
|
|
|
2
|
|
December 31
|
2018
|
|
2017
|
||||||||||||
(in millions)
|
Total
|
|
Net of
Tax
|
|
Total
|
|
Net of
Tax
|
||||||||
Reclassified from AOCI to interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Reclassified from AOCI to interest expense
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
1
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Notional amount
|
$
|
5,480
|
|
|
$
|
4,491
|
|
Fair value included in other assets
|
42
|
|
|
29
|
|
||
Fair value included in other liabilities
|
36
|
|
|
27
|
|
|
|
|
Amount Not Offset in the
Consolidated Balance Sheets |
|
|
||||||||||
(in millions)
|
Net Amount
Presented in the Consolidated Balance Sheets |
|
Financial
Instruments |
|
Cash
Collateral |
|
Net
Amount |
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Not designated
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Designated
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Not designated
|
10
|
|
|
9
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
1
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Not designated
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Designated
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Not designated
|
12
|
|
|
11
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
Year Ended
December 31,
|
||||||
(in millions)
|
Consolidated Statements of Income Location
|
2018
|
|
2017
|
|||||
Interest Rate Contracts
|
Interest income – loans and leases
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest Rate Contracts
|
Interest expense – short-term borrowings
|
|
(2
|
)
|
|
1
|
|
||
Interest Rate Swaps
|
Other income
|
|
1
|
|
|
(1
|
)
|
||
Credit Risk Contracts
|
Other income
|
|
—
|
|
|
—
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Commitments to extend credit
|
$
|
7,378
|
|
|
$
|
6,958
|
|
Standby letters of credit
|
126
|
|
|
133
|
|
(dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock units
|
962,799
|
|
|
713,998
|
|
|
574,125
|
|
|||
Weighted average grant date fair values
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Units
|
|
Weighted
Average
Grant
Price per
Share
|
|
Units
|
|
Weighted
Average
Grant
Price per
Share
|
|
Units
|
|
Weighted
Average
Grant
Price per
Share
|
|||||||||
Unvested units outstanding at beginning of year
|
1,975,862
|
|
|
$
|
13.64
|
|
|
1,836,363
|
|
|
$
|
12.97
|
|
|
1,548,444
|
|
|
$
|
12.85
|
|
Granted
|
962,799
|
|
|
13.21
|
|
|
713,998
|
|
|
14.67
|
|
|
574,125
|
|
|
12.86
|
|
|||
Net adjustment due to performance
|
—
|
|
|
—
|
|
|
(64,861
|
)
|
|
13.85
|
|
|
72,070
|
|
|
11.79
|
|
|||
Vested
|
(258,031
|
)
|
|
13.19
|
|
|
(542,580
|
)
|
|
12.71
|
|
|
(384,704
|
)
|
|
12.11
|
|
|||
Forfeited/expired
|
(214,743
|
)
|
|
13.39
|
|
|
(31,018
|
)
|
|
14.03
|
|
|
(31,394
|
)
|
|
13.02
|
|
|||
Dividend reinvestment
|
90,287
|
|
|
12.61
|
|
|
63,960
|
|
|
13.80
|
|
|
57,822
|
|
|
13.08
|
|
|||
Unvested units outstanding at end of year
|
2,556,174
|
|
|
13.51
|
|
|
1,975,862
|
|
|
13.64
|
|
|
1,836,363
|
|
|
12.97
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Tax benefit related to stock-based compensation expense
|
2
|
|
|
3
|
|
|
2
|
|
|||
Fair value of units vested
|
3
|
|
|
8
|
|
|
5
|
|
(dollars in millions)
|
Service-
Based
Units
|
|
Performance-
Based
Units
|
|
Total
|
||||||
Unvested restricted stock units
|
1,470,720
|
|
|
1,085,454
|
|
|
2,556,174
|
|
|||
Unrecognized compensation expense
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
14
|
|
Intrinsic value
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
25
|
|
Weighted average remaining life (in years)
|
1.90
|
|
|
1.83
|
|
|
1.87
|
|
|
2018
|
|
Weighted
Average Exercise
Price per
Share
|
|
2017
|
|
Weighted
Average Exercise
Price per
Share
|
|
2016
|
|
Weighted
Average Exercise
Price per
Share
|
|||||||||
Options outstanding at beginning of year
|
722,650
|
|
|
$
|
7.96
|
|
|
892,532
|
|
|
$
|
8.95
|
|
|
435,340
|
|
|
$
|
8.86
|
|
Assumed from acquisitions
|
—
|
|
|
—
|
|
|
207,645
|
|
|
8.92
|
|
|
1,707,036
|
|
|
7.83
|
|
|||
Exercised
|
(253,899
|
)
|
|
7.77
|
|
|
(255,503
|
)
|
|
10.21
|
|
|
(1,128,075
|
)
|
|
7.18
|
|
|||
Forfeited/expired
|
(10,397
|
)
|
|
11.98
|
|
|
(122,024
|
)
|
|
12.12
|
|
|
(121,769
|
)
|
|
9.33
|
|
|||
Options outstanding and exercisable at end of year
|
458,354
|
|
|
7.99
|
|
|
722,650
|
|
|
7.96
|
|
|
892,532
|
|
|
8.95
|
|
Range of Exercise Prices
|
|
Options
Outstanding
and Exercisable
|
|
Weighted Average
Remaining
Contractual Years
|
|
Weighted Average
Exercise Price
|
|||
$3.45 - $5.18
|
|
81,219
|
|
|
2.14
|
|
$
|
4.80
|
|
$5.19 - $7.78
|
|
66,055
|
|
|
3.22
|
|
6.85
|
|
|
$7.79 - $11.37
|
|
311,080
|
|
|
3.41
|
|
9.07
|
|
|
|
|
458,354
|
|
|
|
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Proceeds from stock options exercised
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
8
|
|
Tax benefit recognized from stock options exercised
|
—
|
|
|
—
|
|
|
2
|
|
|||
Intrinsic value of stock options exercised
|
1
|
|
|
1
|
|
|
7
|
|
December 31
|
2018
|
|
2017
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Total
|
|
Qualified
|
|
Non-Qualified
|
|
Total
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
145
|
|
|
$
|
18
|
|
|
$
|
163
|
|
|
$
|
161
|
|
|
$
|
20
|
|
|
$
|
181
|
|
Projected benefit obligation at beginning of year
|
$
|
162
|
|
|
$
|
20
|
|
|
$
|
182
|
|
|
$
|
133
|
|
|
$
|
20
|
|
|
$
|
153
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||
Interest cost
|
6
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
1
|
|
|
7
|
|
||||||
Actuarial loss
|
(12
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Benefits paid
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(10
|
)
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Projected benefit obligation at end of year
|
$
|
145
|
|
|
$
|
18
|
|
|
$
|
163
|
|
|
$
|
162
|
|
|
$
|
20
|
|
|
$
|
182
|
|
Fair value of plan assets at beginning of year
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
137
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
Actual return on plan assets
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Corporation contribution
|
4
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Benefits paid
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(10
|
)
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
164
|
|
Funded status of plans
|
$
|
5
|
|
|
$
|
(18
|
)
|
|
$
|
(13
|
)
|
|
$
|
2
|
|
|
$
|
(20
|
)
|
|
$
|
(18
|
)
|
Assumptions at December 31
|
2018
|
|
2017
|
||
Weighted average discount rate
|
4.18
|
%
|
|
3.53
|
%
|
Rates of average increase in compensation levels
|
3.50
|
|
|
3.50
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Interest cost
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
6
|
|
Expected return on plan assets
|
(11
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Actuarial loss amortization
|
2
|
|
|
2
|
|
|
2
|
|
|||
Total pension income
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
||||||
Current year actuarial loss
|
6
|
|
|
3
|
|
|
2
|
|
|||
Amortization of actuarial loss
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total amount recognized in other comprehensive income
|
4
|
|
|
1
|
|
|
—
|
|
|||
Total amount recognized in net periodic benefit cost and other comprehensive income
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Assumptions for the Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average discount rate
|
4.19
|
%
|
|
3.96
|
%
|
|
4.19
|
%
|
Rates of increase in compensation levels
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
Expected long-term rate of return on assets
|
7.25
|
|
|
7.25
|
|
|
7.25
|
|
(in millions)
|
Estimated
Effect on
Pension
Expense
|
||
0.5% decrease in the discount rate
|
$
|
—
|
|
0.5% decrease in the expected long-term rate of return on plan assets
|
1
|
|
(in millions)
|
|
|
|
||
Expected employer contributions:
|
2019
|
|
$
|
1
|
|
Expected benefit payments:
|
2019
|
|
10
|
|
|
|
2020
|
|
10
|
|
|
|
2021
|
|
10
|
|
|
|
2022
|
|
10
|
|
|
|
2023
|
|
11
|
|
|
|
2024 – 2028
|
|
53
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
401(k) contribution expense
|
$
|
15
|
|
|
$
|
12
|
|
|
$
|
9
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
|
||||
December 31
|
2019
|
|
2018
|
|
2017
|
||
Asset Category
|
|
|
|
|
|
||
Equity securities
|
45 - 65
|
|
55
|
%
|
|
64
|
%
|
Debt securities
|
30 - 50
|
|
41
|
|
|
33
|
|
Cash equivalents
|
0 - 10
|
|
4
|
|
|
3
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Asset Class
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
F.N.B. Corporation
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Other large-cap U.S. financial services companies
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other large-cap U.S. companies
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
International companies
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Mutual fund equity investments:
|
|
|
|
|
|
|
|
||||||||
U.S. equity index funds:
|
|
|
|
|
|
|
|
||||||||
U.S. small-cap equity index funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
U.S. mid-cap equity index funds
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Non-U.S. equities growth fund
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
U.S. equity funds:
|
|
|
|
|
|
|
|
||||||||
U.S. mid-cap
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
U.S. small-cap
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||
Corporate bonds
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Fixed income mutual funds:
|
|
|
|
|
|
|
|
||||||||
U.S. investment-grade fixed income securities
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total
|
$
|
99
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
150
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Asset Class
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
F.N.B. Corporation
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Other large-cap U.S. financial services companies
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Other large-cap U.S. companies
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||
International companies
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Other equity
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Mutual fund equity investments:
|
|
|
|
|
|
|
|
||||||||
U.S. equity index funds:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap equity index funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
U.S. small-cap equity index funds
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
U.S. mid-cap equity index funds
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Non-U.S. equities growth fund
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
U.S. equity funds:
|
|
|
|
|
|
|
|
||||||||
U.S. mid-cap
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
U.S. small-cap
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Corporate bonds
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Fixed income mutual funds:
|
|
|
|
|
|
|
|
||||||||
U.S. investment-grade fixed income securities
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total
|
$
|
121
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
164
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Current income taxes:
|
|
|
|
|
|
||||||
Federal taxes
|
$
|
41
|
|
|
$
|
26
|
|
|
$
|
58
|
|
State taxes
|
6
|
|
|
2
|
|
|
2
|
|
|||
Total current income taxes
|
47
|
|
|
28
|
|
|
60
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal taxes
|
32
|
|
|
128
|
|
|
15
|
|
|||
State taxes
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total deferred income taxes
|
32
|
|
|
129
|
|
|
15
|
|
|||
Total income taxes
|
$
|
79
|
|
|
$
|
157
|
|
|
$
|
75
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||
Statutory federal tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
1.1
|
|
|
0.5
|
|
|
0.7
|
|
Tax-exempt interest
|
(2.1
|
)
|
|
(3.3
|
)
|
|
(2.9
|
)
|
Cash surrender value on BOLI
|
(0.5
|
)
|
|
(1.1
|
)
|
|
(1.5
|
)
|
Tax credits
|
(2.8
|
)
|
|
(2.6
|
)
|
|
(0.9
|
)
|
Affordable housing cost amortization, net of tax benefits
|
0.7
|
|
|
0.2
|
|
|
—
|
|
Tax Cuts and Jobs Act revaluation of net deferred tax assets
|
(0.4
|
)
|
|
15.2
|
|
|
—
|
|
Other items
|
0.6
|
|
|
0.2
|
|
|
0.2
|
|
Actual effective tax rate
|
17.6
|
%
|
|
44.1
|
%
|
|
30.6
|
%
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Income tax expense related to gains on sale of securities
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
December 31
|
2018
|
|
2017
|
||||
(in millions)
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
40
|
|
|
$
|
39
|
|
Discounts on loans acquired in a business combination
|
51
|
|
|
64
|
|
||
Net operating loss/tax credit carryforwards
|
43
|
|
|
47
|
|
||
Deferred compensation
|
10
|
|
|
9
|
|
||
Securities impairments
|
1
|
|
|
1
|
|
||
Pension and other defined benefit plans
|
5
|
|
|
7
|
|
||
Net unrealized securities losses
|
12
|
|
|
7
|
|
||
Other
|
9
|
|
|
8
|
|
||
Total
|
171
|
|
|
182
|
|
||
Valuation allowance
|
(26
|
)
|
|
(27
|
)
|
||
Total deferred tax assets
|
145
|
|
|
155
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loan costs
|
(14
|
)
|
|
(7
|
)
|
||
Depreciation
|
(17
|
)
|
|
(12
|
)
|
||
Prepaid expenses
|
(1
|
)
|
|
(4
|
)
|
||
Amortizable intangibles
|
(16
|
)
|
|
(18
|
)
|
||
Lease financing
|
(18
|
)
|
|
(10
|
)
|
||
Mortgage servicing rights
|
(8
|
)
|
|
(6
|
)
|
||
Other
|
(4
|
)
|
|
(2
|
)
|
||
Total deferred tax liabilities
|
(78
|
)
|
|
(59
|
)
|
||
Net deferred tax assets
|
$
|
67
|
|
|
$
|
96
|
|
(in millions)
|
Unrealized
Net Gains
(Losses) on
Debt Securities
Available
for Sale
|
|
Unrealized Net
Gains (Losses) on
Derivative
Instruments
|
|
Unrecognized
Pension and
Postretirement
Obligations
|
|
Total
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(29
|
)
|
|
$
|
5
|
|
|
$
|
(59
|
)
|
|
$
|
(83
|
)
|
Other comprehensive (loss) income before reclassifications
|
(17
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(21
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net current period other comprehensive (loss) income
|
(17
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(23
|
)
|
||||
Balance at end of period
|
$
|
(46
|
)
|
|
$
|
1
|
|
|
$
|
(61
|
)
|
|
$
|
(106
|
)
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(dollars in millions, except per share data)
|
|
|
|
|
|
||||||
Net income
|
$
|
373
|
|
|
$
|
199
|
|
|
$
|
171
|
|
Less: Preferred stock dividends
|
8
|
|
|
8
|
|
|
8
|
|
|||
Net income available to common stockholders
|
$
|
365
|
|
|
$
|
191
|
|
|
$
|
163
|
|
Basic weighted average common shares outstanding
|
324,207,198
|
|
|
302,195,295
|
|
|
206,244,498
|
|
|||
Net effect of dilutive stock options, warrants and restricted stock
|
1,416,405
|
|
|
1,662,681
|
|
|
1,524,111
|
|
|||
Diluted weighted average common shares outstanding
|
325,623,603
|
|
|
303,857,976
|
|
|
207,768,609
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.13
|
|
|
$
|
0.63
|
|
|
$
|
0.79
|
|
Diluted
|
$
|
1.12
|
|
|
$
|
0.63
|
|
|
$
|
0.78
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||
Average shares excluded from the diluted earnings per common share calculation
|
81
|
|
|
910
|
|
|
9,980
|
|
|
Actual
|
|
Well-Capitalized
Requirements
|
|
Minimum Capital
Requirements plus Capital Conservation Buffer
|
|||||||||||||||
(dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
F.N.B. Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
$
|
2,875
|
|
|
11.54
|
%
|
|
$
|
2,490
|
|
|
10.00
|
%
|
|
$
|
2,459
|
|
|
9.88
|
%
|
Tier 1 capital
|
2,395
|
|
|
9.62
|
|
|
1,992
|
|
|
8.00
|
|
|
1,961
|
|
|
7.88
|
|
|||
Common equity tier 1
|
2,289
|
|
|
9.19
|
|
|
1,619
|
|
|
6.50
|
|
|
1,588
|
|
|
6.38
|
|
|||
Leverage
|
2,395
|
|
|
7.87
|
|
|
1,523
|
|
|
5.00
|
|
|
1,218
|
|
|
4.00
|
|
|||
Risk-weighted assets
|
24,900
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FNBPA:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
2,735
|
|
|
10.99
|
|
|
2,489
|
|
|
10.00
|
|
|
2,458
|
|
|
9.88
|
|
|||
Tier 1 capital
|
2,553
|
|
|
10.26
|
|
|
1,992
|
|
|
8.00
|
|
|
1,960
|
|
|
7.88
|
|
|||
Common equity tier 1
|
2,473
|
|
|
9.94
|
|
|
1,618
|
|
|
6.50
|
|
|
1,587
|
|
|
6.38
|
|
|||
Leverage
|
2,553
|
|
|
8.39
|
|
|
1,521
|
|
|
5.00
|
|
|
1,217
|
|
|
4.00
|
|
|||
Risk-weighted assets
|
24,894
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
F.N.B. Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
$
|
2,666
|
|
|
11.39
|
%
|
|
$
|
2,340
|
|
|
10.00
|
%
|
|
$
|
2,165
|
|
|
9.25
|
%
|
Tier 1 capital
|
2,185
|
|
|
9.33
|
|
|
1,872
|
|
|
8.00
|
|
|
1,697
|
|
|
7.25
|
|
|||
Common equity tier 1
|
2,078
|
|
|
8.88
|
|
|
1,521
|
|
|
6.50
|
|
|
1,346
|
|
|
5.75
|
|
|||
Leverage
|
2,185
|
|
|
7.58
|
|
|
1,441
|
|
|
5.00
|
|
|
1,153
|
|
|
4.00
|
|
|||
Risk-weighted assets
|
23,404
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FNBPA:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
2,504
|
|
|
10.74
|
|
|
2,333
|
|
|
10.00
|
|
|
2,158
|
|
|
9.25
|
|
|||
Tier 1 capital
|
2,333
|
|
|
10.00
|
|
|
1,866
|
|
|
8.00
|
|
|
1,691
|
|
|
7.25
|
|
|||
Common equity tier 1
|
2,253
|
|
|
9.66
|
|
|
1,516
|
|
|
6.50
|
|
|
1,341
|
|
|
5.75
|
|
|||
Leverage
|
2,333
|
|
|
8.14
|
|
|
1,433
|
|
|
5.00
|
|
|
1,146
|
|
|
4.00
|
|
|||
Risk-weighted assets
|
23,326
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Interest paid on deposits and other borrowings
|
$
|
230
|
|
|
$
|
129
|
|
|
$
|
67
|
|
Income taxes paid
|
19
|
|
|
53
|
|
|
60
|
|
|||
Transfers of loans to other real estate owned
|
12
|
|
|
35
|
|
|
15
|
|
•
|
The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, business credit, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.
|
•
|
The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.
|
•
|
The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.
|
•
|
We also previously operated a Consumer Finance segment, which is no longer a reportable segment. This segment primarily made installment loans to individuals and purchased installment sales finance contracts from retail merchants. On August 31, 2018, as part of our strategy to enhance the overall positioning of our consumer banking operations, we sold
100 percent
of the issued and outstanding capital stock of Regency to Mariner Finance, LLC. This transaction was completed to accomplish several strategic objectives, including enhancing the credit risk profile of the consumer loan portfolio, offering additional liquidity and selling a non-strategic business segment that no longer fits with our core business. The Consumer Finance segment is shown in the following tables to include Regency's financial information through August 31, 2018.
|
(in millions)
|
Community
Banking
|
|
Wealth
Manage-
ment
|
|
Insurance
|
|
Consumer
Finance
|
|
Parent
and
Other
|
|
Consolidated
|
||||||||||||
At or for the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
$
|
1,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
1,170
|
|
Interest expense
|
219
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
17
|
|
|
238
|
|
||||||
Net interest income
|
926
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(17
|
)
|
|
932
|
|
||||||
Provision for credit losses
|
54
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
61
|
|
||||||
Non-interest income
|
213
|
|
|
44
|
|
|
16
|
|
|
2
|
|
|
1
|
|
|
276
|
|
||||||
Non-interest expense
(1)
|
609
|
|
|
33
|
|
|
17
|
|
|
15
|
|
|
5
|
|
|
679
|
|
||||||
Amortization of intangibles
|
15
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Income tax expense (benefit)
|
82
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(6
|
)
|
|
79
|
|
||||||
Net income (loss)
|
379
|
|
|
8
|
|
|
(1
|
)
|
|
3
|
|
|
(16
|
)
|
|
373
|
|
||||||
Total assets
|
32,997
|
|
|
26
|
|
|
25
|
|
|
—
|
|
|
54
|
|
|
33,102
|
|
||||||
Total intangibles
|
2,304
|
|
|
10
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At or for the Year Ended
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
(4
|
)
|
|
$
|
980
|
|
Interest expense
|
118
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
12
|
|
|
134
|
|
||||||
Net interest income
|
826
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
(16
|
)
|
|
846
|
|
||||||
Provision for credit losses
|
53
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
61
|
|
||||||
Non-interest income
|
197
|
|
|
39
|
|
|
16
|
|
|
3
|
|
|
(3
|
)
|
|
252
|
|
||||||
Non-interest expense
(1)
|
597
|
|
|
30
|
|
|
15
|
|
|
21
|
|
|
—
|
|
|
663
|
|
||||||
Amortization of intangibles
|
17
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Income tax expense (benefit)
|
153
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
(4
|
)
|
|
157
|
|
||||||
Net income (loss)
|
203
|
|
|
5
|
|
|
1
|
|
|
5
|
|
|
(15
|
)
|
|
199
|
|
||||||
Total assets
|
31,156
|
|
|
24
|
|
|
21
|
|
|
181
|
|
|
36
|
|
|
31,418
|
|
||||||
Total intangibles
|
2,317
|
|
|
10
|
|
|
12
|
|
|
2
|
|
|
—
|
|
|
2,341
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At or for the Year Ended
December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
(3
|
)
|
|
$
|
679
|
|
Interest expense
|
56
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
7
|
|
|
67
|
|
||||||
Net interest income
|
585
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
(10
|
)
|
|
612
|
|
||||||
Provision for credit losses
|
49
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
56
|
|
||||||
Non-interest income
|
149
|
|
|
35
|
|
|
15
|
|
|
3
|
|
|
(1
|
)
|
|
201
|
|
||||||
Non-interest expense
(1)
|
437
|
|
|
27
|
|
|
13
|
|
|
22
|
|
|
1
|
|
|
500
|
|
||||||
Amortization of intangibles
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Income tax expense (benefit)
|
72
|
|
|
3
|
|
|
1
|
|
|
4
|
|
|
(5
|
)
|
|
75
|
|
||||||
Net income (loss)
|
165
|
|
|
5
|
|
|
1
|
|
|
7
|
|
|
(7
|
)
|
|
171
|
|
||||||
Total assets
|
21,629
|
|
|
20
|
|
|
22
|
|
|
193
|
|
|
(19
|
)
|
|
21,845
|
|
||||||
Total intangibles
|
1,062
|
|
|
10
|
|
|
12
|
|
|
2
|
|
|
—
|
|
|
1,086
|
|
(1)
|
Excludes amortization of intangibles, which is presented separately.
|
Measurement
Category
|
|
Definition
|
|
|
|
Level 1
|
|
valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
|
|
|
|
Level 2
|
|
valuation is based upon quoted market prices for similar instruments traded in active markets,
quoted market prices for identical or similar instruments traded in markets that are not active
and model-based valuation techniques for which all significant assumptions are observable in
the market or can be corroborated by market data.
|
|
|
|
Level 3
|
|
valuation is derived from other valuation methodologies including discounted cash flow models
and similar techniques that use significant assumptions not observable in the market. These
unobservable assumptions reflect estimates of assumptions that market participants would
use in determining fair value.
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Assets Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
187
|
|
U.S. government-sponsored entities
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
||||
Residential mortgage-backed securities
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
—
|
|
|
1,429
|
|
|
—
|
|
|
1,429
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||
States of the U.S. and political subdivisions
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Other debt securities
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total debt securities available for sale
|
—
|
|
|
3,341
|
|
|
—
|
|
|
3,341
|
|
||||
Loans held for sale
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
—
|
|
|
42
|
|
|
1
|
|
|
43
|
|
||||
Total derivative financial instruments
|
—
|
|
|
42
|
|
|
1
|
|
|
43
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
3,397
|
|
|
$
|
1
|
|
|
$
|
3,398
|
|
Liabilities Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Not for trading
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Total derivative financial instruments
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored entities
|
$
|
—
|
|
|
$
|
344
|
|
|
$
|
—
|
|
|
$
|
344
|
|
Residential mortgage-backed securities
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
—
|
|
|
1,599
|
|
|
—
|
|
|
1,599
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
|
795
|
|
|
—
|
|
|
795
|
|
||||
States of the U.S. and political subdivisions
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Other debt securities
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Total debt securities available for sale
|
—
|
|
|
2,764
|
|
|
—
|
|
|
2,764
|
|
||||
Equity securities available for sale
|
|
|
|
|
|
|
|
||||||||
Financial services industry
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total equity securities available for sale
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total securities available for sale
|
—
|
|
|
2,765
|
|
|
—
|
|
|
2,765
|
|
||||
Loans held for sale
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||
Not for trading
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Total derivative financial instruments
|
—
|
|
|
29
|
|
|
2
|
|
|
31
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
2,850
|
|
|
$
|
2
|
|
|
$
|
2,852
|
|
Liabilities Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Not for trading
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total derivative financial instruments
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
(in millions)
|
Other
Debt Securities |
|
Equity
Securities
|
|
Residential
Non-Agency
Collateralized
Mortgage
Obligations
|
|
Interest
Rate Lock Commitments |
|
Total
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases
|
12
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|||||
Sales/redemptions
|
(12
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(13
|
)
|
|||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Transfers from Level 3
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Other assets - SBA servicing asset
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
4
|
|
Other real estate owned
|
—
|
|
|
10
|
|
|
11
|
|
|
21
|
|
||||
Loans held for sale - SBA
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
||||
Other assets - SBA servicing asset
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||||
(in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
488
|
|
|
$
|
488
|
|
|
$
|
488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities available for sale
|
3,341
|
|
|
3,341
|
|
|
—
|
|
|
3,341
|
|
|
—
|
|
|||||
Debt securities held to maturity
|
3,254
|
|
|
3,155
|
|
|
—
|
|
|
3,155
|
|
|
—
|
|
|||||
Net loans and leases, including loans held for sale
|
21,995
|
|
|
21,742
|
|
|
—
|
|
|
14
|
|
|
21,728
|
|
|||||
Loan servicing rights
|
41
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Derivative assets
|
43
|
|
|
43
|
|
|
—
|
|
|
42
|
|
|
1
|
|
|||||
Accrued interest receivable
|
101
|
|
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
23,455
|
|
|
23,411
|
|
|
18,142
|
|
|
5,269
|
|
|
—
|
|
|||||
Short-term borrowings
|
4,129
|
|
|
4,130
|
|
|
4,130
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
627
|
|
|
618
|
|
|
—
|
|
|
—
|
|
|
618
|
|
|||||
Derivative liabilities
|
39
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|||||
Accrued interest payable
|
20
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
479
|
|
|
$
|
479
|
|
|
$
|
479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
2,765
|
|
|
2,765
|
|
|
—
|
|
|
2,765
|
|
|
—
|
|
|||||
Debt securities held to maturity
|
3,242
|
|
|
3,218
|
|
|
—
|
|
|
3,218
|
|
|
—
|
|
|||||
Net loans and leases, including loans held for sale
|
20,917
|
|
|
20,661
|
|
|
—
|
|
|
56
|
|
|
20,605
|
|
|||||
Loan servicing rights
|
34
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Derivative assets
|
31
|
|
|
31
|
|
|
—
|
|
|
29
|
|
|
2
|
|
|||||
Accrued interest receivable
|
94
|
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
22,400
|
|
|
22,359
|
|
|
17,779
|
|
|
4,580
|
|
|
—
|
|
|||||
Short-term borrowings
|
3,679
|
|
|
3,679
|
|
|
3,679
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
668
|
|
|
675
|
|
|
—
|
|
|
—
|
|
|
675
|
|
|||||
Derivative liabilities
|
29
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|||||
Accrued interest payable
|
12
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
Balance Sheets
(in millions)
December 31
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
254
|
|
|
$
|
166
|
|
Securities available for sale
|
—
|
|
|
1
|
|
||
Other assets
|
19
|
|
|
22
|
|
||
Investment in bank subsidiary
|
4,754
|
|
|
4,554
|
|
||
Investments in and advances to non-bank subsidiaries
|
97
|
|
|
294
|
|
||
Total Assets
|
$
|
5,124
|
|
|
$
|
5,037
|
|
Liabilities
|
|
|
|
||||
Other liabilities
|
$
|
32
|
|
|
$
|
33
|
|
Advances from affiliates
|
197
|
|
|
306
|
|
||
Long-term borrowings
|
279
|
|
|
280
|
|
||
Subordinated notes:
|
|
|
|
||||
Short-term
|
7
|
|
|
8
|
|
||
Long-term
|
1
|
|
|
1
|
|
||
Total Liabilities
|
516
|
|
|
628
|
|
||
Stockholders’ Equity
|
4,608
|
|
|
4,409
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,124
|
|
|
$
|
5,037
|
|
Statements of Income
(in millions)
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Income
|
|
|
|
|
|
||||||
Dividend income from subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
$
|
162
|
|
|
$
|
149
|
|
|
$
|
109
|
|
Non-bank
|
8
|
|
|
9
|
|
|
9
|
|
|||
|
170
|
|
|
158
|
|
|
118
|
|
|||
Interest income
|
4
|
|
|
5
|
|
|
5
|
|
|||
Other income
|
5
|
|
|
—
|
|
|
3
|
|
|||
Total Income
|
179
|
|
|
163
|
|
|
126
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
20
|
|
|
18
|
|
|
14
|
|
|||
Other expenses
|
15
|
|
|
10
|
|
|
10
|
|
|||
Total Expenses
|
35
|
|
|
28
|
|
|
24
|
|
|||
Income Before Taxes and Equity in Undistributed Income of Subsidiaries
|
144
|
|
|
135
|
|
|
102
|
|
|||
Income tax benefit
|
6
|
|
|
3
|
|
|
6
|
|
|||
|
150
|
|
|
138
|
|
|
108
|
|
|||
Equity in undistributed income (loss) of subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
225
|
|
|
60
|
|
|
61
|
|
|||
Non-bank
|
(2
|
)
|
|
1
|
|
|
2
|
|
|||
Net Income
|
$
|
373
|
|
|
$
|
199
|
|
|
$
|
171
|
|
Statements of Cash Flows
(in millions)
Year Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
373
|
|
|
$
|
199
|
|
|
$
|
171
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Undistributed earnings from subsidiaries
|
(222
|
)
|
|
(61
|
)
|
|
(63
|
)
|
|||
Other, net
|
(13
|
)
|
|
6
|
|
|
(3
|
)
|
|||
Net cash flows provided by operating activities
|
138
|
|
|
144
|
|
|
105
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of securities available for sale
|
1
|
|
|
—
|
|
|
1
|
|
|||
Net (increase) decrease in advances to subsidiaries
|
20
|
|
|
(10
|
)
|
|
(6
|
)
|
|||
Payment for further investment in subsidiaries
|
(22
|
)
|
|
(4
|
)
|
|
(71
|
)
|
|||
Net cash received in business combinations
|
123
|
|
|
3
|
|
|
1
|
|
|||
Net cash flows (used in) provided by investing activities
|
122
|
|
|
(11
|
)
|
|
(75
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net decrease in advance from affiliate
|
(19
|
)
|
|
10
|
|
|
6
|
|
|||
Net decrease in short-term borrowings
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Decrease in long-term debt
|
(2
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Increase in long-term debt
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
14
|
|
|
11
|
|
|
18
|
|
|||
Tax benefit of stock-based compensation
|
—
|
|
|
—
|
|
|
2
|
|
|||
Cash dividends paid:
|
|
|
|
|
|
||||||
Preferred stock
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Common stock
|
(157
|
)
|
|
(143
|
)
|
|
(102
|
)
|
|||
Net cash flows (used in) provided by financing activities
|
(172
|
)
|
|
(131
|
)
|
|
(94
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
88
|
|
|
2
|
|
|
(64
|
)
|
|||
Cash and cash equivalents at beginning of year
|
166
|
|
|
164
|
|
|
228
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
254
|
|
|
$
|
166
|
|
|
$
|
164
|
|
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
14
|
|
Dollars in millions, except per share data
|
|
|
|
|
|
|
|
||||||||
Quarter Ended
2018
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
Mar. 31
|
||||||||
Total interest income
|
$
|
305
|
|
|
$
|
298
|
|
|
$
|
294
|
|
|
$
|
273
|
|
Total interest expense
|
73
|
|
|
63
|
|
|
55
|
|
|
47
|
|
||||
Net interest income
|
232
|
|
|
235
|
|
|
239
|
|
|
226
|
|
||||
Provision for credit losses
|
15
|
|
|
16
|
|
|
16
|
|
|
14
|
|
||||
Total non-interest income
|
68
|
|
|
75
|
|
|
65
|
|
|
68
|
|
||||
Total non-interest expense
|
170
|
|
|
171
|
|
|
183
|
|
|
171
|
|
||||
Net income
|
100
|
|
|
101
|
|
|
85
|
|
|
87
|
|
||||
Net income available to common stockholders
|
98
|
|
|
99
|
|
|
83
|
|
|
85
|
|
||||
Per Common Share
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Diluted earnings per share
|
0.30
|
|
|
0.30
|
|
|
0.26
|
|
|
0.26
|
|
||||
Cash dividends declared
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
||||
Quarter Ended
2017
|
|
|
|
|
|
|
|
||||||||
Total interest income
|
$
|
271
|
|
|
$
|
263
|
|
|
$
|
251
|
|
|
$
|
195
|
|
Total interest expense
|
41
|
|
|
38
|
|
|
33
|
|
|
22
|
|
||||
Net interest income
|
230
|
|
|
225
|
|
|
218
|
|
|
173
|
|
||||
Provision for credit losses
|
16
|
|
|
17
|
|
|
17
|
|
|
11
|
|
||||
Net securities gains
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Other non-interest income
|
65
|
|
|
63
|
|
|
66
|
|
|
52
|
|
||||
Total non-interest expense
|
166
|
|
|
164
|
|
|
164
|
|
|
187
|
|
||||
Net income
|
24
|
|
|
78
|
|
|
74
|
|
|
23
|
|
||||
Net income available to common stockholders
|
22
|
|
|
76
|
|
|
72
|
|
|
21
|
|
||||
Per Common Share
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.07
|
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
$
|
0.09
|
|
Diluted earnings per share
|
0.07
|
|
|
0.23
|
|
|
0.22
|
|
|
0.09
|
|
||||
Cash dividends declared
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Stock Options,
Warrants and
Rights
|
|
Weighted
Average Exercise
Price of Outstanding
Stock Options,
Warrants and
Rights
|
|
Number of
Securities
Remaining for
Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
2,556,174
|
|
(1)
|
n/a
|
|
|
2,332,770
|
|
(2)
|
|
Equity compensation plans not approved by security holders
|
|
458,354
|
|
(3)
|
$
|
7.99
|
|
|
n/a
|
|
|
(1)
|
Restricted common stock awards subject to forfeiture. The shares of restricted stock vest over periods ranging from three to five years from the award date.
|
(2)
|
Represents shares of common stock registered with the SEC which are eligible for issuance pursuant to stock option or restricted stock awards granted under various plans.
|
(3)
|
Represents the securities to be issued upon exercise of stock options that we assumed in various acquisitions. We do not intend to grant any new awards under these plans.
|
(a)
|
FINANCIAL STATEMENTS
|
(b)
|
EXHIBITS
|
Exhibit Number
|
|
Description
|
2.1.
|
|
|
|
|
|
2.2.
|
|
|
|
|
|
2.3.
|
|
|
|
|
|
2.4.
|
|
|
|
|
|
3.1.
|
|
|
|
|
|
3.2.
|
|
|
|
|
|
4.1.
|
|
|
|
|
|
4.2.
|
|
|
|
|
|
4.3.
|
|
|
|
|
|
4.4.
|
|
|
|
|
|
4.5.
|
|
|
|
|
|
4.6.
|
|
|
|
|
|
4.7.
|
|
|
|
|
|
|
|
|
4.8.
|
|
There are no instruments with respect to long-term debt of FNB and its subsidiaries that involve securities authorized under the instrument in an amount exceeding 10 percent of the total assets of FNB and its subsidiaries on a consolidated basis. FNB agrees to provide the SEC with a copy of instruments defining the rights of holders of long-term debt of FNB and its subsidiaries upon request.
|
|
|
|
Exhibit Number
|
|
Description
|
101.
|
|
The following materials from F.N.B. Corporation’s Annual Report on Form 10-K for the period ended December 31, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. (filed herewith).
|
|
|
|
*
|
|
Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this Report.
|
(c)
|
SCHEDULES
|
|
|
|
|
F.N.B. CORPORATION
|
|
|
||
|
By
|
/s/ Vincent J. Delie, Jr.
|
|
|
Vincent J. Delie, Jr.
|
|
|
Chairman, President and Chief Executive Officer
|
/s/ Vincent J. Delie, Jr.
|
Chairman, President and Chief Executive Officer
|
February 26, 2019
|
Vincent J. Delie, Jr.
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Vincent J. Calabrese, Jr.
|
Chief Financial Officer
|
February 26, 2019
|
Vincent J. Calabrese, Jr.
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ James L. Dutey
|
Corporate Controller and Senior Vice President
|
February 26, 2019
|
James L. Dutey
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Pamela A. Bena
|
Director
|
February 26, 2019
|
Pamela A. Bena
|
|
|
|
|
|
|
|
|
/s/ William B. Campbell
|
Director
|
February 26, 2019
|
William B. Campbell
|
|
|
|
|
|
|
|
|
/s/ James D. Chiafullo
|
Director
|
February 26, 2019
|
James D. Chiafullo
|
|
|
|
|
|
|
|
|
/s/ Mary Jo Dively
|
Director
|
February 26, 2019
|
Mary Jo Dively
|
|
|
|
|
|
|
|
|
/s/ Stephen J. Gurgovits
|
Director
|
February 26, 2019
|
Stephen J. Gurgovits
|
|
|
|
|
|
|
|
|
/s/ Robert A. Hormell
|
Director
|
February 26, 2019
|
Robert A. Hormell
|
|
|
|
|
|
|
|
|
/s/ David J. Malone
|
Director
|
February 26, 2019
|
David J. Malone
|
|
|
|
|
|
|
|
|
/s/ Frank C. Mencini
|
Director
|
February 26, 2019
|
Frank C. Mencini
|
|
|
|
|
|
|
|
|
/s/ David L. Motley
|
Director
|
February 26, 2019
|
David L. Motley
|
|
|
|
|
|
|
|
|
/s/ Heidi A. Nicholas
|
Director
|
February 26, 2019
|
Heidi A. Nicholas
|
|
|
|
|
|
|
|
|
/s/ John S. Stanik
|
Director
|
February 26, 2019
|
John S. Stanik
|
|
|
|
|
|
|
|
|
/s/ William J. Strimbu
|
Director
|
February 26, 2019
|
William J. Strimbu
|
|
|
|
|
NAME
|
|
INCORPORATED
|
|
|
|
|
|
1)
|
|
First National Bank of Pennsylvania
|
|
United States
|
|
|
|
|
|
2)
|
|
First National Insurance Agency, LLC
|
|
Delaware
|
•
|
Registration Statement on Form S-3 relating to the Premier Commercial Bank Director Stock Option Plan; Premier Commercial Bank Employee Stock Option Plan; American Community Bank 2001 Incentive Stock Option Plan; Yadkin Valley Financial Corporation 1999 Stock Option Plan; VSB 2006 Omnibus Stock Ownership and Long Term Incentive Plan; and Patriot State Bank 2007 Incentive Stock Option Plan, all assumed by F.N.B. Corporation (File #333-213776).
|
•
|
Registration Statement on Form S-8 relating to the Metro Bancorp, Inc. Amended and Restated 2006 Employee Stock Option and Restricted Stock Plans, both assumed by F.N.B. Corporation (File #333-207334).
|
•
|
Registration Statement on Form S-8 relating to the F.N.B. 2007 Incentive Compensation Plan (File #333-176202).
|
•
|
Registration Statement on Forms S-3 and S-8 relating to the following Parkvale Financial Corporation plans: 1993 Key Employee Stock Compensation Program; 1993 Directors’ Stock Option Plan; Amended and Restated 2004 Stock Incentive Plan, all assumed by F.N.B. Corporation (File #333-177050).
|
•
|
Registration Statement on Form S-8 relating to the F.N.B. Corporation 401(k) Plan (File #333-185929).
|
•
|
Registration Statement on Forms S-3 and S-8 relating to the following PVF Capital Corp. plans: 1996 Incentive Stock Option Plan; 2000 Incentive Stock Option and Deferred Compensation Plan; 2008 Equity Incentive Plan and 2010 Equity Incentive Plan, all assumed by F.N.B. Corporation (File #333-189708).
|
•
|
Registration Statement on Forms S-3 and S-8 relating to the BCSB Bancorp, Inc. 1999 Stock Option Plan, as Amended and Restated and 2009 Equity Incentive Plan, both assumed by F.N.B. Corporation (File #333-192414).
|
•
|
Registration Statement on Form S-8 relating to the 2007 Incentive Compensation Plan (File #333-204986).
|
•
|
Registration Statement on Form S-3 relating to the Dividend Reinvestment and Stock Purchase Plan (File #333-223403).
|
•
|
Registration Statement on Form S-3ASR relating to the shelf registration of F.N.B. Corporation common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts, stock purchase units and units (File #333-224979).
|
•
|
Registration Statement on Form S-3ASR relating to the registration of FNB Financial Services, LP Subordinated Term Notes and Daily Notes (File #333-227149 and #333-227149-01).
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2018
of F.N.B. Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2019
|
/s/ Vincent J. Delie, Jr.
|
|
|
Vincent J. Delie, Jr.
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2018
of F.N.B. Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2019
|
/s/ Vincent J. Calabrese, Jr.
|
|
|
Vincent J. Calabrese, Jr.
|
|
|
Chief Financial Officer
|
1.
|
The Company’s Form 10-K Annual Report for the period ended
December 31, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 26, 2019
|
/s/ Vincent J. Delie, Jr.
|
|
|
Vincent J. Delie, Jr.
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
The Company’s Form 10-K Annual Report for the period ended
December 31, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 26, 2019
|
/s/ Vincent J. Calabrese, Jr.
|
|
|
Vincent J. Calabrese, Jr.
|
|
|
Chief Financial Officer
|