☒
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Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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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One North Shore Center,
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12 Federal Street,
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Pittsburgh,
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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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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FNB
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New York Stock Exchange
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Depositary Shares each representing 1/40th interest in a
share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E |
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FNBPrE
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated Filer
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Smaller reporting company
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☐
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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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Acronym
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Description
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Acronym
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Description
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ADC
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Acquisition, development or construction
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FVO
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Fair value option
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AFS
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Available for sale
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GAAP
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U.S. generally accepted accounting principles
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ALCO
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Asset/Liability Committee
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GLB Act
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Gramm-Leach Bliley Act of 1999
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ANNB
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Annapolis Bancorp, Inc.
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GSE
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Government-sponsored entity
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AOCI
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Accumulated other comprehensive income
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HTM
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Held to maturity
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ASC
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Accounting Standards Codification
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HUD
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Department of Housing and Urban Development
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ASU
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Accounting Standards Update
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HVCRE
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High volatility commercial real estate
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BOLI
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Bank owned life insurance
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IRLC
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Interest rate lock commitments
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Basel III
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Basel III Capital Rules
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LCR
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Liquidity Coverage Ratio
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BHC Act
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Bank Holding Company Act of 1956, as amended
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LIBOR
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London Inter-bank Offered Rate
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CECL
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Current expected credit losses
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LIHTC
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Low income housing tax credit
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CET1
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Common equity tier 1
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LTV
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Loan-to-value
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CFPB
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Consumer Financial Protection Bureau
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MCH
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Months of Cash on Hand
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CPP
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Capital Purchase Program
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MD&A
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Management's Discussion and Analysis of Financial
Condition and Results of Operations
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CRA
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Community Reinvestment Act of 1977
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MSA
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Mortgage servicing asset
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DIF
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Deposit Insurance Fund
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MSRs
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Mortgage servicing rights
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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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NYSE
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New York Stock Exchange
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DOJ
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U.S. Department of Justice
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OCI
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Other comprehensive income
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DTA
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Deferred tax asset
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OCC
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Office of the Comptroller of the Currency
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DTL
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Deferred tax liability
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OREO
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Other real estate owned
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Economic
Growth Act
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Economic Growth, Regulatory Relief and
Consumer Protection Act
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OTTI
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Other-than-temporary impairment
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EVE
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Economic value of equity
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PCD
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Purchase credit deteriorated
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ERISA
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Employee Retirement Income Security Act of 1974
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PCI
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Purchase credit impaired
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FASB
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Financial Accounting Standards Board
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Penn-Ohio
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Penn-Ohio Life Insurance Company
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FDIC
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Federal Deposit Insurance Corporation
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QM
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Qualified mortgage
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FDICIA
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Federal Deposit Insurance Corporation
Improvement Act of 1991
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Regency
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Regency Finance Company
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FHLB
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Federal Home Loan Bank
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RESPA
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Real Estate Settlement Procedures Act
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FICO
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Fair Isaac Corporation
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SAB
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Staff Accounting Bulletin
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FINRA
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Financial Industry Regulatory Authority
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SBA
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Small Business Administration
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FNB
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F.N.B. Corporation
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SEC
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Securities and Exchange Commission
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FNBIA
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F.N.B. Investment Advisors, Inc.
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SOX
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Sarbanes-Oxley Act of 2002
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FNBPA
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First National Bank of Pennsylvania
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TCJA
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Tax Cuts and Jobs Act of 2017
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FNIA
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First National Insurance Agency, LLC
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TDR
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Troubled debt restructuring
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FNTC
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First National Trust Company
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TILA
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Truth in Lending Act
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FOMC
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Federal Open Market Committee
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TPS
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Trust preferred securities
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FRB
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Board of Governors of the Federal Reserve System
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U.S.
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United States of America
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FSOC
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Financial Stability Oversight Council
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UST
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U.S. Department of the Treasury
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FTE
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Fully taxable equivalent
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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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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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fluctuations in interest rates on adjustable rate loans;
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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, foreclosures and charge-offs 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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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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mergers with or acquisitions of other institutions or branches;
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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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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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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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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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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, 2019
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Community
Banking |
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Pennsylvania
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218
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Ohio
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30
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Maryland
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27
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West Virginia
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2
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North Carolina
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88
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South Carolina
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4
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Total number of branches/retail offices
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369
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Total branches/retail offices owned
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214
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Total branches/retail offices leased
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155
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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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55
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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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57
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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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59
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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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61
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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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46
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Corporate Controller and Senior Vice President of FNB
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Robert M. Moorehead
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65
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Chief Wholesale Banking Officer of FNBPA
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Barry C. Robinson
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56
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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 Bank and completed the acquisition of Metro Bancorp, Inc., 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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Refer to the Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP section in Item 7, “MD&A,” of this Report.
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Our business, financial results and balance sheet values are affected by business and economic circumstances, including, but not limited to: (i) developments with respect to the U.S. and global financial markets; (ii) actions by the FRB, UST, OCC and other governmental agencies, especially those that impact money supply, market interest rates or otherwise affect business activities of the financial services industry; (iii) a slowing or reversal of current U.S. economic environment; and (iv) the impacts of tariffs or other trade policies of the U.S. or its global trading partners.
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Business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through effective use of systems and controls, third-party insurance, derivatives, and capital management techniques, and to meet evolving regulatory capital and liquidity standards.
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Competition can have an impact on customer acquisition, growth and retention, and on credit spreads, deposit gathering and product pricing, which can affect market share, deposits and revenues. Our ability to anticipate and continue to respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.
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•
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Business and operating results can also be affected by widespread natural and other disasters, epidemics, pandemics or contagious diseases, dislocations, terrorist activities, system failures, security breaches, significant political events, cyberattacks or international hostilities through impacts on the economy and financial markets generally, or on us or our counterparties specifically.
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•
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Legal, regulatory and accounting developments could have an impact on our ability to operate and grow our businesses, financial condition, results of operations, competitive position, and reputation. Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and the ability to attract and retain management. These developments could include:
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Changes resulting from a change in the U.S. presidential administration or legislative and regulatory reforms, including changes affecting oversight of the financial services industry, consumer protection, pension, bankruptcy and other industry aspects, and changes in accounting policies and principles.
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Changes to regulations governing bank capital and liquidity standards.
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Unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries. These matters may result in monetary judgments or settlements or other remedies, including fines, penalties, restitution or alterations in our business practices, and in additional expenses and collateral costs, and may cause reputational harm to FNB.
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Results of the regulatory examination and supervision process, including our failure to satisfy requirements imposed by the federal bank regulatory agencies or other governmental agencies.
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The impact on our financial condition, results of operations, financial disclosures and future business strategies related to the upcoming implementation of the new FASB ASU 2016-13 Financial Instruments - Credit Losses commonly referred to as the “current expected credit loss” standard, or CECL.
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•
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Net income available to common stockholders was $379.2 million, compared to $364.8 million, up 3.9%.
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Operating net income available to common stockholders (non-GAAP) was $386.1 million, compared to $366.7 million, up 5.3%.
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•
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Earnings per diluted common share was $1.16, compared to $1.12, an increase of 3.6%.
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•
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Operating earnings per diluted common share (non-GAAP) was $1.18, compared to $1.13, an increase of 4.4%.
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•
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Net interest income was $917.2 million, compared to $932.5 million.
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•
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Net interest margin (FTE) (non-GAAP) declined 22 basis points to 3.17% from 3.39%, primarily due to the sale of Regency, a lower level of cash recoveries on acquired loans and the impact from the lower interest rate environment. Regency contributed 8 basis points to net interest margin (FTE) in 2018.
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•
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Non-interest income was $294.3 million, compared to $275.7 million.
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•
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Non-interest expense was $696.1 million, compared to $694.5 million.
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•
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The provision for credit losses of $44.6 million supported strong loan growth and exceeded net charge-offs of $28.3 million. The low level of net charge-offs reflects favorable credit quality.
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•
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The net charge-offs to total average loans ratio decreased to 0.12%, compared to 0.26%, indicative of continued favorable credit quality trends and the sale of Regency in 2018. 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.
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•
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Income tax expense increased $4.0 million, or 5.1%, primarily due to higher pretax earnings; both years were impacted by renewable energy tax credits.
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•
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The effective tax rate was 17.7%, compared to 17.6%.
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•
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The efficiency ratio (non-GAAP) was 54.5%, compared to 54.8%.
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•
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Return on average tangible common equity ratio (non-GAAP) of 16.84%, compared to 18.41%.
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•
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Total assets were $34.6 billion, compared to $33.1 billion, an increase of $1.5 billion, or 4.6%.
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•
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Growth in total average loans was $1.2 billion, or 5.5%, with average commercial loan growth of $0.8 billion, or 6.0%, and average consumer loan growth of $0.4 billion, or 4.7%.
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•
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Total average deposits grew $1.2 billion, or 5.4%, including an increase in average non-interest-bearing deposits of $0.3 billion, or 4.9%, an increase in average interest-bearing demand deposits of $0.7 billion, or 7.7%, and an increase in average time deposits of $0.2 billion, or 4.9%.
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•
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We issued $120 million of 4.95% fixed-to-floating rate subordinated notes due 2029.
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•
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The ratio of loans to deposits was 94.0%, compared to 94.4%.
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•
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Total stockholders’ equity was $4.9 billion, compared to $4.6 billion, an increase of $0.3 billion, or 6.0%, since December 31, 2018, primarily driven by an increase in earnings and in AOCI. Additionally, the dividend payout ratio for 2019 was 41.45% compared to 42.96%.
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•
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The delinquency ratio for the originated portfolio was 0.71%, compared to 0.64%.
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•
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The ratio of the allowance for loan losses to total loans and leases was 0.84%, compared to 0.81%.
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•
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Tangible book value per share (non-GAAP) of $7.53 increased 13% from year-end 2018.
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•
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Tangible common equity to tangible assets (non-GAAP) of 7.58%, increased 53 basis points from year-end 2018.
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Year Ended
December 31
|
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$
Change
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|
%
Change
|
|||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
||||||||||
Net interest income
|
$
|
917,239
|
|
|
$
|
932,489
|
|
|
$
|
(15,250
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)
|
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(1.6
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)%
|
Provision for credit losses
|
44,561
|
|
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61,227
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|
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(16,666
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)
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(27.2
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)
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|||
Non-interest income
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294,266
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|
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275,651
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|
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18,615
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|
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6.8
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|||
Non-interest expense
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696,128
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|
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694,532
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|
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1,596
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|
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0.2
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|||
Income taxes
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83,567
|
|
|
79,523
|
|
|
4,044
|
|
|
5.1
|
|
|||
Net income
|
387,249
|
|
|
372,858
|
|
|
14,391
|
|
|
3.9
|
|
|||
Less: Preferred stock dividends
|
8,041
|
|
|
8,041
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common stockholders
|
$
|
379,208
|
|
|
$
|
364,817
|
|
|
$
|
14,391
|
|
|
3.9
|
%
|
Earnings per common share – Basic
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
0.04
|
|
|
3.5
|
%
|
Earnings per common share – Diluted
|
1.16
|
|
|
1.12
|
|
|
0.04
|
|
|
3.6
|
|
|||
Cash dividends per common share
|
0.48
|
|
|
0.48
|
|
|
—
|
|
|
—
|
|
Year Ended December 31
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Return on average equity
|
8.14
|
%
|
|
8.30
|
%
|
||
Return on average tangible common equity (2)
|
16.84
|
%
|
|
18.41
|
%
|
||
Return on average assets
|
1.14
|
%
|
|
1.16
|
%
|
||
Return on average tangible assets (2)
|
1.26
|
%
|
|
1.29
|
%
|
||
Book value per common share (1)
|
$
|
14.70
|
|
|
$
|
13.88
|
|
Tangible book value per common share (1) (2)
|
$
|
7.53
|
|
|
$
|
6.68
|
|
Equity to assets (1)
|
14.11
|
%
|
|
13.92
|
%
|
||
Average equity to average assets
|
14.05
|
%
|
|
13.97
|
%
|
||
Common equity to assets (1)
|
13.80
|
%
|
|
13.60
|
%
|
||
Tangible equity to tangible assets (1) (2)
|
7.91
|
%
|
|
7.39
|
%
|
||
Tangible common equity to tangible assets (1) (2)
|
7.58
|
%
|
|
7.05
|
%
|
||
Dividend payout ratio
|
41.45
|
%
|
|
42.96
|
%
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with banks
|
$
|
73,834
|
|
|
$
|
4,404
|
|
|
5.96
|
%
|
|
$
|
62,100
|
|
|
$
|
1,347
|
|
|
2.17
|
%
|
|
$
|
94,261
|
|
|
$
|
894
|
|
|
0.95
|
%
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129
|
|
|
8
|
|
|
0.72
|
|
||||||
Taxable investment securities (1)
|
5,296,830
|
|
|
126,101
|
|
|
2.38
|
|
|
5,247,250
|
|
|
118,614
|
|
|
2.26
|
|
|
4,824,688
|
|
|
97,843
|
|
|
2.03
|
|
||||||
Tax-exempt investment securities (1) (2)
|
1,121,026
|
|
|
40,155
|
|
|
3.58
|
|
|
1,008,944
|
|
|
35,438
|
|
|
3.51
|
|
|
720,039
|
|
|
30,056
|
|
|
4.17
|
|
||||||
Loans held for sale
|
102,344
|
|
|
5,386
|
|
|
5.26
|
|
|
47,761
|
|
|
2,841
|
|
|
5.95
|
|
|
89,558
|
|
|
5,672
|
|
|
6.33
|
|
||||||
Loans and leases (2) (3)
|
22,776,639
|
|
|
1,085,094
|
|
|
4.76
|
|
|
21,581,629
|
|
|
1,025,229
|
|
|
4.75
|
|
|
19,520,234
|
|
|
864,619
|
|
|
4.43
|
|
||||||
Total interest-earning assets (2)
|
29,370,673
|
|
|
1,261,140
|
|
|
4.29
|
|
|
27,947,684
|
|
|
1,183,469
|
|
|
4.23
|
|
|
25,249,909
|
|
|
999,092
|
|
|
3.96
|
|
||||||
Cash and due from banks
|
382,144
|
|
|
|
|
|
|
366,971
|
|
|
|
|
|
|
344,791
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
(191,171
|
)
|
|
|
|
|
|
(181,019
|
)
|
|
|
|
|
|
(167,364
|
)
|
|
|
|
|
||||||||||||
Premises and equipment
|
330,920
|
|
|
|
|
|
|
329,151
|
|
|
|
|
|
|
324,092
|
|
|
|
|
|
||||||||||||
Other assets
|
3,958,197
|
|
|
|
|
|
|
3,675,710
|
|
|
|
|
|
|
3,379,681
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
33,850,763
|
|
|
|
|
|
|
$
|
32,138,497
|
|
|
|
|
|
|
$
|
29,131,109
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand
|
$
|
10,123,701
|
|
|
104,236
|
|
|
1.03
|
|
|
$
|
9,396,339
|
|
|
62,876
|
|
|
0.67
|
|
|
$
|
8,927,700
|
|
|
32,822
|
|
|
0.37
|
|
|||
Savings
|
2,532,456
|
|
|
8,535
|
|
|
0.34
|
|
|
2,558,370
|
|
|
6,007
|
|
|
0.23
|
|
|
2,477,644
|
|
|
2,796
|
|
|
0.11
|
|
||||||
Certificates and other time
|
5,268,208
|
|
|
103,852
|
|
|
1.97
|
|
|
5,022,607
|
|
|
73,341
|
|
|
1.46
|
|
|
3,770,172
|
|
|
35,964
|
|
|
0.95
|
|
||||||
Total interest-bearing demand deposits
|
17,924,365
|
|
|
216,623
|
|
|
1.21
|
|
|
16,977,316
|
|
|
142,224
|
|
|
0.84
|
|
|
15,175,516
|
|
|
71,582
|
|
|
0.47
|
|
||||||
Short-term borrowings
|
3,551,135
|
|
|
79,990
|
|
|
2.24
|
|
|
3,917,858
|
|
|
74,439
|
|
|
1.89
|
|
|
3,761,297
|
|
|
43,969
|
|
|
1.16
|
|
||||||
Long-term borrowings
|
1,108,135
|
|
|
33,167
|
|
|
2.99
|
|
|
641,379
|
|
|
21,047
|
|
|
3.28
|
|
|
634,107
|
|
|
18,341
|
|
|
2.89
|
|
||||||
Total interest-bearing liabilities
|
22,583,635
|
|
|
329,780
|
|
|
1.46
|
|
|
21,536,553
|
|
|
237,710
|
|
|
1.10
|
|
|
19,570,920
|
|
|
133,892
|
|
|
0.68
|
|
||||||
Non-interest-bearing demand
|
6,128,196
|
|
|
|
|
|
|
5,843,429
|
|
|
|
|
|
|
5,264,256
|
|
|
|
|
|
||||||||||||
Other liabilities
|
381,467
|
|
|
|
|
|
|
267,682
|
|
|
|
|
|
|
222,233
|
|
|
|
|
|
||||||||||||
Total liabilities
|
29,093,298
|
|
|
|
|
|
|
27,647,664
|
|
|
|
|
|
|
25,057,409
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
4,757,465
|
|
|
|
|
|
|
4,490,833
|
|
|
|
|
|
|
4,073,700
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
33,850,763
|
|
|
|
|
|
|
$
|
32,138,497
|
|
|
|
|
|
|
$
|
29,131,109
|
|
|
|
|
|
|||||||||
Net interest-earning assets
|
$
|
6,787,038
|
|
|
|
|
|
|
$
|
6,411,131
|
|
|
|
|
|
|
$
|
5,678,989
|
|
|
|
|
|
|||||||||
Net interest income (FTE) (2)
|
|
|
931,360
|
|
|
|
|
|
|
945,759
|
|
|
|
|
|
|
865,200
|
|
|
|
||||||||||||
Tax-equivalent adjustment
|
|
|
(14,121
|
)
|
|
|
|
|
|
(13,270
|
)
|
|
|
|
|
|
(18,766
|
)
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
917,239
|
|
|
|
|
|
|
$
|
932,489
|
|
|
|
|
|
|
$
|
846,434
|
|
|
|
|||||||||
Net interest spread
|
|
|
|
|
2.83
|
%
|
|
|
|
|
|
3.13
|
%
|
|
|
|
|
|
3.28
|
%
|
||||||||||||
Net interest margin (2)
|
|
|
|
|
3.17
|
%
|
|
|
|
|
|
3.39
|
%
|
|
|
|
|
|
3.43
|
%
|
(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 2019 and 2018 and 35% in 2017. 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.
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||||||
(in thousands)
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest Income (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
$
|
298
|
|
|
$
|
2,759
|
|
|
$
|
3,057
|
|
|
$
|
(305
|
)
|
|
$
|
758
|
|
|
$
|
453
|
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
||||||
Securities (2)
|
7,542
|
|
|
4,662
|
|
|
12,204
|
|
|
19,150
|
|
|
7,004
|
|
|
26,154
|
|
||||||
Loans held for sale
|
2,611
|
|
|
(66
|
)
|
|
2,545
|
|
|
(2,606
|
)
|
|
(226
|
)
|
|
(2,832
|
)
|
||||||
Loans and leases (2)
|
49,717
|
|
|
10,148
|
|
|
59,865
|
|
|
88,930
|
|
|
71,679
|
|
|
160,609
|
|
||||||
Total interest income (2)
|
60,168
|
|
|
17,503
|
|
|
77,671
|
|
|
105,165
|
|
|
79,211
|
|
|
184,376
|
|
||||||
Interest Expense (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand
|
10,457
|
|
|
30,903
|
|
|
41,360
|
|
|
2,524
|
|
|
27,530
|
|
|
30,054
|
|
||||||
Savings
|
1,130
|
|
|
1,398
|
|
|
2,528
|
|
|
553
|
|
|
2,654
|
|
|
3,207
|
|
||||||
Certificates and other time
|
3,739
|
|
|
26,772
|
|
|
30,511
|
|
|
15,034
|
|
|
22,348
|
|
|
37,382
|
|
||||||
Short-term borrowings
|
(7,079
|
)
|
|
12,630
|
|
|
5,551
|
|
|
2,162
|
|
|
28,306
|
|
|
30,468
|
|
||||||
Long-term borrowings
|
12,559
|
|
|
(439
|
)
|
|
12,120
|
|
|
349
|
|
|
2,357
|
|
|
2,706
|
|
||||||
Total interest expense
|
20,806
|
|
|
71,264
|
|
|
92,070
|
|
|
20,622
|
|
|
83,195
|
|
|
103,817
|
|
||||||
Net change (2)
|
$
|
39,362
|
|
|
$
|
(53,761
|
)
|
|
$
|
(14,399
|
)
|
|
$
|
84,543
|
|
|
$
|
(3,984
|
)
|
|
$
|
80,559
|
|
(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 2019 and 2018 and 35.0% in 2017. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
|
|
|
|
2019 vs 2018
|
|
|
|
2018 vs 2017
|
||||||||||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
$
Change |
|
%
Change |
|
2017
|
|
$
Change |
|
%
Change |
||||||||||||
Provision for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated
|
$
|
37,752
|
|
|
$
|
55,782
|
|
|
$
|
(18,030
|
)
|
|
(32.3
|
)%
|
|
$
|
64,559
|
|
|
$
|
(8,777
|
)
|
|
(13.6
|
)%
|
Acquired
|
6,809
|
|
|
5,445
|
|
|
1,364
|
|
|
25.1
|
|
|
(3,486
|
)
|
|
8,931
|
|
|
(256.2
|
)
|
|||||
Total provision for credit losses
|
$
|
44,561
|
|
|
$
|
61,227
|
|
|
$
|
(16,666
|
)
|
|
(27.2
|
)%
|
|
$
|
61,073
|
|
|
$
|
154
|
|
|
0.3
|
%
|
Net loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated
|
$
|
20,724
|
|
|
$
|
51,097
|
|
|
$
|
(30,373
|
)
|
|
(59.4
|
)%
|
|
$
|
46,668
|
|
|
$
|
4,429
|
|
|
9.5
|
%
|
Acquired
|
7,610
|
|
|
4,863
|
|
|
2,747
|
|
|
56.5
|
|
|
(2,916
|
)
|
|
7,779
|
|
|
(266.8
|
)
|
|||||
Total net loan charge-offs
|
$
|
28,334
|
|
|
$
|
55,960
|
|
|
$
|
(27,626
|
)
|
|
(49.4
|
)%
|
|
$
|
43,752
|
|
|
$
|
12,208
|
|
|
27.9
|
%
|
Net loan charge-offs / total average loans and leases
|
0.12
|
%
|
|
0.26
|
%
|
|
|
|
|
|
0.22
|
%
|
|
|
|
|
|||||||||
Net originated loan charge-offs / total average originated loans and leases
|
0.11
|
%
|
|
0.31
|
%
|
|
|
|
|
|
0.33
|
%
|
|
|
|
|
|
|
|
|
|
2019 vs 2018
|
|
|
|
|
2018 vs 2017
|
||||||||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
|
2017
|
|
$
Change
|
|
%
Change
|
||||||||||||
Service charges
|
$
|
124,285
|
|
|
$
|
125,476
|
|
|
$
|
(1,191
|
)
|
|
(0.9
|
)%
|
|
|
$
|
120,432
|
|
|
$
|
5,044
|
|
|
4.2
|
%
|
Trust services
|
27,885
|
|
|
25,818
|
|
|
2,067
|
|
|
8.0
|
|
|
|
23,121
|
|
|
2,697
|
|
|
11.7
|
|
|||||
Insurance commissions and fees
|
20,463
|
|
|
18,312
|
|
|
2,151
|
|
|
11.7
|
|
|
|
19,063
|
|
|
(751
|
)
|
|
(3.9
|
)
|
|||||
Securities commissions and fees
|
17,088
|
|
|
17,545
|
|
|
(457
|
)
|
|
(2.6
|
)
|
|
|
15,286
|
|
|
2,259
|
|
|
14.8
|
|
|||||
Capital markets income
|
33,224
|
|
|
21,366
|
|
|
11,858
|
|
|
55.5
|
|
|
|
16,603
|
|
|
4,763
|
|
|
28.7
|
|
|||||
Mortgage banking operations
|
31,689
|
|
|
21,940
|
|
|
9,749
|
|
|
44.4
|
|
|
|
19,977
|
|
|
1,963
|
|
|
9.8
|
|
|||||
Dividends on non-marketable equity securities
|
18,641
|
|
|
15,553
|
|
|
3,088
|
|
|
19.9
|
|
|
|
9,222
|
|
|
6,331
|
|
|
68.7
|
|
|||||
Bank owned life insurance
|
11,794
|
|
|
13,500
|
|
|
(1,706
|
)
|
|
(12.6
|
)
|
|
|
11,693
|
|
|
1,807
|
|
|
15.5
|
|
|||||
Net securities gains
|
70
|
|
|
34
|
|
|
36
|
|
|
105.9
|
|
|
|
5,916
|
|
|
(5,882
|
)
|
|
(99.4
|
)
|
|||||
Other
|
9,127
|
|
|
16,107
|
|
|
(6,980
|
)
|
|
(43.3
|
)
|
|
|
11,136
|
|
|
4,971
|
|
|
44.6
|
|
|||||
Total non-interest income
|
$
|
294,266
|
|
|
$
|
275,651
|
|
|
$
|
18,615
|
|
|
6.8
|
%
|
|
|
$
|
252,449
|
|
|
$
|
23,202
|
|
|
9.2
|
%
|
|
|
|
$
|
|
%
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Total non-interest income, as reported
|
$
|
294,266
|
|
|
$
|
275,651
|
|
|
$
|
18,615
|
|
|
6.8
|
%
|
Significant items:
|
|
|
|
|
|
|
|
|||||||
Gain on sale of subsidiary
|
—
|
|
|
(5,135
|
)
|
|
5,135
|
|
|
|
||||
Loss on fixed assets related to branch consolidations
|
1,722
|
|
|
3,677
|
|
|
(1,955
|
)
|
|
|
||||
Service charge refunds
|
4,279
|
|
|
—
|
|
|
4,279
|
|
|
|
||||
Total non-interest income, excluding significant items(1)
|
$
|
300,267
|
|
|
$
|
274,193
|
|
|
$
|
26,074
|
|
|
9.5
|
%
|
|
|
|
|
|
2019 vs 2018
|
|
|
|
|
2018 vs 2017
|
||||||||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
|
2017
|
|
$
Change
|
|
%
Change
|
||||||||||||
Salaries and employee benefits
|
$
|
375,084
|
|
|
$
|
369,630
|
|
|
$
|
5,454
|
|
|
1.5
|
%
|
|
|
$
|
326,893
|
|
|
$
|
42,737
|
|
|
13.1
|
%
|
Net occupancy
|
58,416
|
|
|
59,679
|
|
|
(1,263
|
)
|
|
(2.1
|
)
|
|
|
53,787
|
|
|
5,892
|
|
|
11.0
|
|
|||||
Equipment
|
61,903
|
|
|
55,430
|
|
|
6,473
|
|
|
11.7
|
|
|
|
49,361
|
|
|
6,069
|
|
|
12.3
|
|
|||||
Amortization of intangibles
|
14,167
|
|
|
15,652
|
|
|
(1,485
|
)
|
|
(9.5
|
)
|
|
|
17,517
|
|
|
(1,865
|
)
|
|
(10.6
|
)
|
|||||
Outside services
|
64,006
|
|
|
65,682
|
|
|
(1,676
|
)
|
|
(2.6
|
)
|
|
|
56,113
|
|
|
9,569
|
|
|
17.1
|
|
|||||
FDIC insurance
|
23,294
|
|
|
32,959
|
|
|
(9,665
|
)
|
|
(29.3
|
)
|
|
|
32,902
|
|
|
57
|
|
|
0.2
|
|
|||||
Bank shares and franchise taxes
|
12,493
|
|
|
11,929
|
|
|
564
|
|
|
4.7
|
|
|
|
10,256
|
|
|
1,673
|
|
|
16.3
|
|
|||||
Merger-related
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
56,513
|
|
|
(56,513
|
)
|
|
(100.0
|
)
|
|||||
Other
|
86,765
|
|
|
83,571
|
|
|
3,194
|
|
|
3.8
|
|
|
|
78,199
|
|
|
5,372
|
|
|
6.9
|
|
|||||
Total non-interest expense
|
$
|
696,128
|
|
|
$
|
694,532
|
|
|
$
|
1,596
|
|
|
0.2
|
%
|
|
|
$
|
681,541
|
|
|
$
|
12,991
|
|
|
1.9
|
%
|
|
|
|
|
$
|
|
%
|
|||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Total non-interest expense, as reported
|
$
|
696,128
|
|
|
$
|
694,532
|
|
|
$
|
1,596
|
|
|
0.2
|
%
|
Significant items:
|
|
|
|
|
|
|
|
|||||||
Discretionary 401(k) contribution
|
—
|
|
|
(874
|
)
|
|
874
|
|
|
|
||||
Branch consolidations - salaries and benefits
|
(520
|
)
|
|
(45
|
)
|
|
(475
|
)
|
|
|
||||
Branch consolidations - occupancy and equipment
|
(2,174
|
)
|
|
(1,609
|
)
|
|
(565
|
)
|
|
|
||||
Branch consolidations - other
|
(89
|
)
|
|
(1,285
|
)
|
|
1,196
|
|
|
|
||||
Total non-interest expense, excluding significant items(1)
|
$
|
693,345
|
|
|
$
|
690,719
|
|
|
$
|
2,626
|
|
|
0.4
|
%
|
Year ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
83,567
|
|
|
$
|
79,523
|
|
|
$
|
157,065
|
|
Effective tax rate
|
17.7
|
%
|
|
17.6
|
%
|
|
44.1
|
%
|
|||
Statutory federal tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
•
|
establishing a cross-functional committee to address transition strategies and activities;
|
•
|
identifying the financial instruments indexed to LIBOR;
|
•
|
reviewing contractual language in existing contracts; and
|
•
|
assessing the finance risk associated with a transition to another index.
|
|
December 31
|
|
$
Change
|
|
%
Change
|
|||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
599
|
|
|
$
|
488
|
|
|
$
|
111
|
|
|
22.7
|
%
|
Securities
|
6,564
|
|
|
6,595
|
|
|
(31
|
)
|
|
(0.5
|
)
|
|||
Loans held for sale
|
51
|
|
|
22
|
|
|
29
|
|
|
131.8
|
|
|||
Loans and leases, net
|
23,093
|
|
|
21,973
|
|
|
1,120
|
|
|
5.1
|
|
|||
Goodwill and other intangibles
|
2,329
|
|
|
2,334
|
|
|
(5
|
)
|
|
(0.2
|
)
|
|||
Other assets
|
1,979
|
|
|
1,690
|
|
|
289
|
|
|
17.1
|
|
|||
Total Assets
|
$
|
34,615
|
|
|
$
|
33,102
|
|
|
$
|
1,513
|
|
|
4.6
|
%
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
24,786
|
|
|
$
|
23,455
|
|
|
$
|
1,331
|
|
|
5.7
|
%
|
Borrowings
|
4,556
|
|
|
4,756
|
|
|
(200
|
)
|
|
(4.2
|
)
|
|||
Other liabilities
|
390
|
|
|
283
|
|
|
107
|
|
|
37.8
|
|
|||
Total liabilities
|
29,732
|
|
|
28,494
|
|
|
1,238
|
|
|
4.3
|
|
|||
Stockholders’ equity
|
4,883
|
|
|
4,608
|
|
|
275
|
|
|
6.0
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
34,615
|
|
|
$
|
33,102
|
|
|
$
|
1,513
|
|
|
4.6
|
%
|
December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
8,960
|
|
|
$
|
8,786
|
|
|
$
|
8,742
|
|
|
$
|
5,435
|
|
|
$
|
4,109
|
|
Commercial and industrial
|
5,308
|
|
|
4,556
|
|
|
4,170
|
|
|
3,043
|
|
|
2,602
|
|
|||||
Commercial leases
|
432
|
|
|
373
|
|
|
267
|
|
|
197
|
|
|
204
|
|
|||||
Other
|
21
|
|
|
46
|
|
|
17
|
|
|
36
|
|
|
39
|
|
|||||
Total commercial loans and leases
|
14,721
|
|
|
13,761
|
|
|
13,196
|
|
|
8,711
|
|
|
6,954
|
|
|||||
Direct installment
|
1,821
|
|
|
1,764
|
|
|
1,906
|
|
|
1,844
|
|
|
1,706
|
|
|||||
Residential mortgages
|
3,374
|
|
|
3,113
|
|
|
2,703
|
|
|
1,845
|
|
|
1,396
|
|
|||||
Indirect installment
|
1,922
|
|
|
1,933
|
|
|
1,448
|
|
|
1,196
|
|
|
997
|
|
|||||
Consumer lines of credit
|
1,451
|
|
|
1,582
|
|
|
1,746
|
|
|
1,301
|
|
|
1,137
|
|
|||||
Total consumer loans
|
8,568
|
|
|
8,392
|
|
|
7,803
|
|
|
6,186
|
|
|
5,236
|
|
|||||
Total loans and leases
|
$
|
23,289
|
|
|
$
|
22,153
|
|
|
$
|
20,999
|
|
|
$
|
14,897
|
|
|
$
|
12,190
|
|
•
|
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
|
$
|
1,603
|
|
|
$
|
6,716
|
|
|
$
|
6,402
|
|
|
$
|
14,721
|
|
Residential mortgages
|
12
|
|
|
34
|
|
|
3,328
|
|
|
3,374
|
|
||||
Total
|
$
|
1,615
|
|
|
$
|
6,750
|
|
|
$
|
9,730
|
|
|
$
|
18,095
|
|
Interest rates for loans with maturities over one year:
|
|
|
|
|
|
|
|
||||||||
Fixed
|
|
|
$
|
2,310
|
|
|
$
|
3,112
|
|
|
$
|
5,422
|
|
||
Floating
|
|
|
4,440
|
|
|
6,618
|
|
|
11,058
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
32
|
|
|
$
|
23
|
|
|
$
|
31
|
|
|
$
|
21
|
|
|
$
|
26
|
|
Commercial and industrial
|
29
|
|
|
37
|
|
|
23
|
|
|
26
|
|
|
15
|
|
|||||
Commercial leases
|
1
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|||||
Other
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Total commercial loans and leases
|
63
|
|
|
63
|
|
|
57
|
|
|
52
|
|
|
42
|
|
|||||
Direct installment
|
13
|
|
|
14
|
|
|
17
|
|
|
15
|
|
|
14
|
|
|||||
Residential mortgages
|
17
|
|
|
14
|
|
|
16
|
|
|
13
|
|
|
13
|
|
|||||
Indirect installment
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|||||
Consumer lines of credit
|
7
|
|
|
7
|
|
|
6
|
|
|
4
|
|
|
2
|
|
|||||
Total consumer loans
|
40
|
|
|
37
|
|
|
41
|
|
|
34
|
|
|
30
|
|
|||||
Total non-performing loans and leases
|
$
|
103
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
86
|
|
|
$
|
72
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans
|
$
|
81
|
|
|
$
|
79
|
|
|
$
|
75
|
|
|
$
|
66
|
|
|
$
|
50
|
|
Troubled debt restructurings
|
22
|
|
|
21
|
|
|
23
|
|
|
20
|
|
|
22
|
|
|||||
Total non-performing loans and leases
|
103
|
|
|
100
|
|
|
98
|
|
|
86
|
|
|
72
|
|
|||||
Other real estate owned
|
26
|
|
|
35
|
|
|
41
|
|
|
32
|
|
|
39
|
|
|||||
Total non-performing assets
|
$
|
129
|
|
|
$
|
135
|
|
|
$
|
139
|
|
|
$
|
118
|
|
|
$
|
111
|
|
Non-performing loans / total loans and leases
|
0.44
|
%
|
|
0.45
|
%
|
|
0.47
|
%
|
|
0.58
|
%
|
|
0.59
|
%
|
|||||
Non-performing loans + OREO / total loans and leases + OREO
|
0.55
|
%
|
|
0.61
|
%
|
|
0.66
|
%
|
|
0.79
|
%
|
|
0.91
|
%
|
|||||
Non-performing assets / total assets
|
0.37
|
%
|
|
0.41
|
%
|
|
0.44
|
%
|
|
0.54
|
%
|
|
0.63
|
%
|
(in millions)
|
Performing
|
|
Non-
Performing
|
|
Non-Accrual
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Commercial and industrial
|
1
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||
Total commercial loans
|
1
|
|
|
—
|
|
|
8
|
|
|
9
|
|
||||
Direct installment
|
12
|
|
|
6
|
|
|
3
|
|
|
21
|
|
||||
Residential mortgages
|
4
|
|
|
10
|
|
|
3
|
|
|
17
|
|
||||
Consumer lines of credit
|
2
|
|
|
2
|
|
|
1
|
|
|
5
|
|
||||
Total consumer loans
|
18
|
|
|
18
|
|
|
7
|
|
|
43
|
|
||||
Total
|
$
|
19
|
|
|
$
|
18
|
|
|
$
|
15
|
|
|
$
|
52
|
|
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
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans and leases 90 days or more past due:
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
7
|
|
Loans acquired in a business combination
|
37
|
|
|
53
|
|
|
90
|
|
|
41
|
|
|
30
|
|
|||||
Total loans and leases 90 days or more past due
|
$
|
42
|
|
|
$
|
58
|
|
|
$
|
99
|
|
|
$
|
50
|
|
|
$
|
37
|
|
As a percentage of total loans and leases
|
0.18
|
%
|
|
0.26
|
%
|
|
0.47
|
%
|
|
0.33
|
%
|
|
0.30
|
%
|
December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Per contractual terms
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
7
|
|
Recorded during the year
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
180
|
|
|
$
|
175
|
|
|
$
|
158
|
|
|
$
|
142
|
|
|
$
|
126
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
(4
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|||||
Commercial and industrial
|
(10
|
)
|
|
(20
|
)
|
|
(27
|
)
|
|
(19
|
)
|
|
(3
|
)
|
|||||
Commercial leases
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Other
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||||
Commercial loans and leases
|
(17
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|
(30
|
)
|
|
(10
|
)
|
|||||
Direct installment
|
(1
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|||||
Residential mortgages
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Indirect installment
|
(11
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|||||
Consumer lines of credit
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Consumer loans
|
(16
|
)
|
|
(29
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|||||
Purchased impaired loans
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Other loans acquired in a business combination
|
(9
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Total charge-offs
|
(42
|
)
|
|
(70
|
)
|
|
(60
|
)
|
|
(51
|
)
|
|
(31
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
4
|
|
|
3
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|||||
Commercial and industrial
|
4
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Commercial loans and leases
|
8
|
|
|
5
|
|
|
5
|
|
|
6
|
|
|
3
|
|
|||||
Direct installment
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Indirect installment
|
4
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|||||
Consumer loans
|
4
|
|
|
6
|
|
|
6
|
|
|
4
|
|
|
3
|
|
|||||
Other loans acquired in a business combination
|
2
|
|
|
3
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|||||
Total recoveries
|
14
|
|
|
14
|
|
|
16
|
|
|
11
|
|
|
7
|
|
|||||
Net charge-offs
|
(28
|
)
|
|
(56
|
)
|
|
(44
|
)
|
|
(40
|
)
|
|
(24
|
)
|
|||||
Provision for credit losses
|
44
|
|
|
61
|
|
|
61
|
|
|
56
|
|
|
40
|
|
|||||
Balance at end of period
|
$
|
196
|
|
|
$
|
180
|
|
|
$
|
175
|
|
|
$
|
158
|
|
|
$
|
142
|
|
Net loan charge-offs/average loans
|
0.12
|
%
|
|
0.26
|
%
|
|
0.22
|
%
|
|
0.28
|
%
|
|
0.21
|
%
|
|||||
Allowance for credit losses/total loans and leases
|
0.84
|
%
|
|
0.81
|
%
|
|
0.84
|
%
|
|
1.06
|
%
|
|
1.16
|
%
|
|||||
Allowance for credit losses/non-performing loans
|
190.29
|
%
|
|
180.37
|
%
|
|
178.75
|
%
|
|
183.99
|
%
|
|
197.44
|
%
|
December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
(dollars in millions)
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|
Allowance
|
|
% of
Loans |
|||||||||||||||
Commercial real estate
|
$
|
60
|
|
|
30
|
%
|
|
$
|
55
|
|
|
28
|
%
|
|
$
|
50
|
|
|
25
|
%
|
|
$
|
47
|
|
|
28
|
%
|
|
$
|
42
|
|
|
29
|
%
|
Commercial and industrial
|
53
|
|
|
22
|
|
|
49
|
|
|
19
|
|
|
52
|
|
|
17
|
|
|
48
|
|
|
18
|
|
|
41
|
|
|
21
|
|
|||||
Commercial leases
|
11
|
|
|
2
|
|
|
8
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|||||
Other
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Commercial loans and leases
|
126
|
|
|
54
|
|
|
114
|
|
|
49
|
|
|
109
|
|
|
43
|
|
|
99
|
|
|
47
|
|
|
86
|
|
|
51
|
|
|||||
Direct installment
|
13
|
|
|
8
|
|
|
14
|
|
|
7
|
|
|
21
|
|
|
8
|
|
|
21
|
|
|
12
|
|
|
22
|
|
|
14
|
|
|||||
Residential mortgages
|
22
|
|
|
13
|
|
|
20
|
|
|
12
|
|
|
16
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
8
|
|
|
9
|
|
|||||
Indirect installment
|
19
|
|
|
8
|
|
|
15
|
|
|
9
|
|
|
12
|
|
|
7
|
|
|
11
|
|
|
8
|
|
|
10
|
|
|
8
|
|
|||||
Consumer lines of credit
|
9
|
|
|
5
|
|
|
10
|
|
|
5
|
|
|
10
|
|
|
5
|
|
|
10
|
|
|
7
|
|
|
9
|
|
|
8
|
|
|||||
Consumer loans
|
63
|
|
|
34
|
|
|
59
|
|
|
33
|
|
|
59
|
|
|
30
|
|
|
52
|
|
|
37
|
|
|
49
|
|
|
39
|
|
|||||
Total originated loans
|
189
|
|
|
88
|
|
|
173
|
|
|
82
|
|
|
168
|
|
|
73
|
|
|
151
|
|
|
84
|
|
|
135
|
|
|
90
|
|
|||||
Purchased credit- impaired loans
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Other loans acquired in a business combination
|
6
|
|
|
12
|
|
|
6
|
|
|
18
|
|
|
6
|
|
|
27
|
|
|
6
|
|
|
16
|
|
|
6
|
|
|
10
|
|
|||||
Total
|
$
|
196
|
|
|
100
|
%
|
|
$
|
180
|
|
|
100
|
%
|
|
$
|
175
|
|
|
100
|
%
|
|
$
|
158
|
|
|
100
|
%
|
|
$
|
142
|
|
|
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
|
4
|
|
|
3.13
|
|
|
Maturing after five years but within ten years
|
60
|
|
|
2.73
|
|
|
Maturing after ten years
|
88
|
|
|
2.52
|
|
|
Obligations of U.S. government-sponsored entities:
|
|
|
|
|||
Maturing within one year
|
145
|
|
|
1.48
|
|
|
Maturing after one year but within five years
|
256
|
|
|
1.88
|
|
|
States of the U.S. and political subdivisions:
|
|
|
|
|||
Maturing within one year
|
6
|
|
|
2.45
|
|
|
Maturing after one year but within five years
|
19
|
|
|
3.00
|
|
|
Maturing after five years but within ten years
|
116
|
|
|
3.31
|
|
|
Maturing after ten years
|
990
|
|
|
3.67
|
|
|
Other debt securities:
|
|
|
|
|||
Maturing after five years but within ten years
|
2
|
|
|
2.74
|
|
|
Residential mortgage-backed securities:
|
|
|
|
|||
Agency mortgage-backed securities
|
2,263
|
|
|
2.19
|
|
|
Agency collateralized mortgage obligations
|
1,961
|
|
|
2.45
|
|
|
Commercial mortgage-backed securities
|
653
|
|
|
2.74
|
|
|
Total
|
$
|
6,564
|
|
|
2.55
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Securities Available for Sale:
|
|
|
|
|
|
||||||
U.S. government agencies
|
$
|
152
|
|
|
$
|
188
|
|
|
$
|
—
|
|
U.S. government-sponsored entities
|
225
|
|
|
317
|
|
|
348
|
|
|||
Residential mortgage-backed securities:
|
|
|
|
|
|
||||||
Agency mortgage-backed securities
|
1,310
|
|
|
1,465
|
|
|
1,615
|
|
|||
Agency collateralized mortgage obligations
|
1,234
|
|
|
1,179
|
|
|
813
|
|
|||
Commercial mortgage-backed securities
|
341
|
|
|
229
|
|
|
—
|
|
|||
States of the U.S. and political subdivisions
|
11
|
|
|
21
|
|
|
21
|
|
|||
Other debt securities
|
2
|
|
|
2
|
|
|
5
|
|
|||
Total debt securities
|
3,275
|
|
|
3,401
|
|
|
2,802
|
|
|||
Equity securities
|
—
|
|
|
—
|
|
|
1
|
|
|||
Total securities available for sale
|
$
|
3,275
|
|
|
$
|
3,401
|
|
|
$
|
2,803
|
|
Debt Securities Held to Maturity:
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
U.S. government agencies
|
1
|
|
|
2
|
|
|
—
|
|
|||
U.S. government-sponsored entities
|
175
|
|
|
215
|
|
|
247
|
|
|||
Residential mortgage-backed securities:
|
|
|
|
|
|
||||||
Agency mortgage-backed securities
|
949
|
|
|
1,036
|
|
|
1,220
|
|
|||
Agency collateralized mortgage obligations
|
721
|
|
|
794
|
|
|
777
|
|
|||
Commercial mortgage-backed securities
|
308
|
|
|
126
|
|
|
80
|
|
|||
States of the U.S. and political subdivisions
|
1,120
|
|
|
1,080
|
|
|
917
|
|
|||
Total debt securities held to maturity
|
$
|
3,275
|
|
|
$
|
3,254
|
|
|
$
|
3,242
|
|
December 31
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Non-interest-bearing demand
|
$
|
6,384
|
|
|
$
|
6,000
|
|
|
$
|
384
|
|
|
6.4
|
%
|
Interest-bearing demand
|
11,049
|
|
|
9,660
|
|
|
1,389
|
|
|
14.4
|
|
|||
Savings
|
2,625
|
|
|
2,526
|
|
|
99
|
|
|
3.9
|
|
|||
Certificates and other time deposits
|
4,728
|
|
|
5,269
|
|
|
(541
|
)
|
|
(10.3
|
)
|
|||
Total deposits
|
$
|
24,786
|
|
|
$
|
23,455
|
|
|
$
|
1,331
|
|
|
5.7
|
%
|
(in millions)
|
Certificates
of Deposit
|
|
Other
Time
Deposits
|
|
Total
|
||||||
Three months or less
|
$
|
412
|
|
|
$
|
18
|
|
|
$
|
430
|
|
Three to six months
|
383
|
|
|
20
|
|
|
403
|
|
|||
Six to twelve months
|
766
|
|
|
34
|
|
|
800
|
|
|||
Over twelve months
|
693
|
|
|
140
|
|
|
833
|
|
|||
Total
|
$
|
2,254
|
|
|
$
|
212
|
|
|
$
|
2,466
|
|
At or for the Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
FHLB Advances (Short-term)
|
|
|
|
|
|
||||||
Balance at year-end
|
$
|
2,255
|
|
|
$
|
2,230
|
|
|
$
|
2,285
|
|
Maximum month-end balance
|
2,620
|
|
|
2,800
|
|
|
2,780
|
|
|||
Average balance during year
|
1,797
|
|
|
1,932
|
|
|
1,868
|
|
|||
Weighted average interest rates:
|
|
|
|
|
|
||||||
At year-end
|
1.90
|
%
|
|
2.64
|
%
|
|
1.53
|
%
|
|||
During the year
|
2.52
|
%
|
|
2.14
|
%
|
|
1.20
|
%
|
|||
|
|
|
|
|
|
||||||
Federal Funds Purchased
|
|
|
|
|
|
||||||
Balance at year-end
|
$
|
575
|
|
|
$
|
1,535
|
|
|
$
|
1,000
|
|
Maximum month-end balance
|
1,957
|
|
|
1,830
|
|
|
1,607
|
|
|||
Average balance during year
|
1,383
|
|
|
1,585
|
|
|
1,460
|
|
|||
Weighted average interest rates:
|
|
|
|
|
|
||||||
At year-end
|
1.57
|
%
|
|
2.51
|
%
|
|
1.38
|
%
|
|||
During the year
|
2.35
|
%
|
|
1.93
|
%
|
|
1.10
|
%
|
(in millions)
|
Within
1 Year |
|
1-3
Years |
|
3-5
Years |
|
After
5 Years |
|
Total
|
||||||||||
Deposits without a stated maturity
|
$
|
20,058
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,058
|
|
Certificates and other time deposits
|
3,035
|
|
|
1,277
|
|
|
329
|
|
|
87
|
|
|
4,728
|
|
|||||
Operating leases
|
24
|
|
|
39
|
|
|
25
|
|
|
62
|
|
|
150
|
|
|||||
Long-term debt
|
122
|
|
|
874
|
|
|
31
|
|
|
313
|
|
|
1,340
|
|
|||||
Total
|
$
|
23,239
|
|
|
$
|
2,190
|
|
|
$
|
385
|
|
|
$
|
462
|
|
|
$
|
26,276
|
|
(in millions)
|
Within
1 Year |
|
1-3
Years |
|
3-5
Years |
|
After
5 Years |
|
Total
|
||||||||||
Commitments to extend credit
|
$
|
5,212
|
|
|
$
|
1,057
|
|
|
$
|
1,290
|
|
|
$
|
530
|
|
|
$
|
8,089
|
|
Standby letters of credit
|
135
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
150
|
|
|||||
Total
|
$
|
5,347
|
|
|
$
|
1,071
|
|
|
$
|
1,291
|
|
|
$
|
530
|
|
|
$
|
8,239
|
|
December 31
|
2019
|
|
2018
|
|
Internal
Limit
|
Liquidity coverage ratio
|
2.2 times
|
|
2.1 times
|
|
> 1 time
|
Months of cash on hand
|
15.2 months
|
|
14.4 months
|
|
> 12 months
|
December 31
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Unused wholesale credit availability
|
$
|
11,154
|
|
|
$
|
9,659
|
|
Unused wholesale credit availability as a % of FNBPA assets
|
32.3
|
%
|
|
29.2
|
%
|
||
Salable unpledged government and agency securities
|
$
|
1,788
|
|
|
$
|
2,424
|
|
Salable unpledged government and agency securities as a % of FNBPA assets
|
5.2
|
%
|
|
7.3
|
%
|
(dollars in millions)
|
Within
1 Month
|
|
2-3
Months
|
|
4-6
Months
|
|
7-12
Months
|
|
Total
1 Year
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
566
|
|
|
$
|
1,109
|
|
|
$
|
1,467
|
|
|
$
|
2,682
|
|
|
$
|
5,824
|
|
Investments
|
303
|
|
|
187
|
|
|
300
|
|
|
604
|
|
|
1,394
|
|
|||||
|
869
|
|
|
1,296
|
|
|
1,767
|
|
|
3,286
|
|
|
7,218
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
195
|
|
|
391
|
|
|
586
|
|
|
1,173
|
|
|
2,345
|
|
|||||
Time deposits
|
208
|
|
|
592
|
|
|
747
|
|
|
1,492
|
|
|
3,039
|
|
|||||
Borrowings
|
1,588
|
|
|
16
|
|
|
26
|
|
|
292
|
|
|
1,922
|
|
|||||
|
1,991
|
|
|
999
|
|
|
1,359
|
|
|
2,957
|
|
|
7,306
|
|
|||||
Period Gap (Assets - Liabilities)
|
$
|
(1,122
|
)
|
|
$
|
297
|
|
|
$
|
408
|
|
|
$
|
329
|
|
|
$
|
(88
|
)
|
Cumulative Gap
|
$
|
(1,122
|
)
|
|
$
|
(825
|
)
|
|
$
|
(417
|
)
|
|
$
|
(88
|
)
|
|
|
||
Cumulative Gap to Total Assets
|
(3.2
|
)%
|
|
(2.4
|
)%
|
|
(1.2
|
)%
|
|
(0.3
|
)%
|
|
|
(dollars in millions)
|
Within
1 Month
|
|
2-3
Months
|
|
4-6
Months
|
|
7-12
Months
|
|
Total
1 Year
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
$
|
10,834
|
|
|
$
|
921
|
|
|
$
|
880
|
|
|
$
|
1,640
|
|
|
$
|
14,275
|
|
Investments
|
310
|
|
|
194
|
|
|
445
|
|
|
591
|
|
|
1,540
|
|
|||||
|
11,144
|
|
|
1,115
|
|
|
1,325
|
|
|
2,231
|
|
|
15,815
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
7,606
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,606
|
|
|||||
Time deposits
|
296
|
|
|
592
|
|
|
745
|
|
|
1,489
|
|
|
3,122
|
|
|||||
Borrowings
|
2,578
|
|
|
1,032
|
|
|
9
|
|
|
109
|
|
|
3,728
|
|
|||||
|
10,480
|
|
|
1,624
|
|
|
754
|
|
|
1,598
|
|
|
14,456
|
|
|||||
Off-balance sheet
|
(100
|
)
|
|
955
|
|
|
—
|
|
|
(100
|
)
|
|
755
|
|
|||||
Period Gap (assets - liabilities + off-balance sheet)
|
$
|
564
|
|
|
$
|
446
|
|
|
$
|
571
|
|
|
$
|
533
|
|
|
$
|
2,114
|
|
Cumulative Gap
|
$
|
564
|
|
|
$
|
1,010
|
|
|
$
|
1,581
|
|
|
$
|
2,114
|
|
|
|
||
Cumulative Gap to Assets
|
1.9
|
%
|
|
3.4
|
%
|
|
5.3
|
%
|
|
7.0
|
%
|
|
|
December 31,
|
2019
|
|
2018
|
|
ALCO
Limits
|
|||
Net interest income change (12 months):
|
|
|
|
|
|
|||
+ 300 basis points
|
6.5
|
%
|
|
3.5
|
%
|
|
n/a
|
|
+ 200 basis points
|
4.6
|
%
|
|
2.5
|
%
|
|
(5.0
|
)%
|
+ 100 basis points
|
2.5
|
%
|
|
1.4
|
%
|
|
(5.0
|
)%
|
– 100 basis points
|
(4.1
|
)%
|
|
(3.1
|
)%
|
|
(5.0
|
)%
|
Economic value of equity:
|
|
|
|
|
|
|||
+ 300 basis points
|
(2.0
|
)%
|
|
(8.0
|
)%
|
|
(25.0
|
)%
|
+ 200 basis points
|
(0.5
|
)%
|
|
(5.2
|
)%
|
|
(15.0
|
)%
|
+ 100 basis points
|
0.2
|
%
|
|
(2.0
|
)%
|
|
(10.0
|
)%
|
– 100 basis points
|
(3.8
|
)%
|
|
(1.0
|
)%
|
|
(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.
|
•
|
Our Fraud Risk Department monitors for internal and external fraud risk across all of our business and operational units.
|
•
|
Our Loan Review Department conducts independent testing of our loan risk ratings to ensure their accuracy, which is instrumental to calculating our allowance for credit losses.
|
•
|
Our Model Risk Management Department oversees validation and testing of all models used in managing risk across our company.
|
•
|
Our Third-Party Risk Management Department ensures effective risk management and oversight of third-party relationships throughout the vendor life cycle.
|
•
|
The Anti-Money Laundering and Bank Secrecy Act Department monitors for compliance with money laundering risk and associated regulatory compliance requirements.
|
•
|
Our Community Reinvestment Department monitors for compliance with the CRA requirements.
|
•
|
Our Appraisal Review Department facilitates independent ordering and review of real estate appraisals obtained for determining the value of real estate pledged as collateral for loans to customers.
|
•
|
Our Compliance Department develops policies and procedures and monitors compliance with applicable laws and regulations which govern our business operations.
|
•
|
Our Information and Cyber Security Department maintains a risk assessment of our information and cybersecurity risks and ensures appropriate controls are in place to manage and control such risks, through the use of the National Institute of Standards and Technology framework for improving critical infrastructure by measuring and evaluating the effectiveness of information and cybersecurity controls.
|
•
|
Our Internal Audit Department performs an independent assessment of our internal controls environment and plays an integral role in testing the operation of the internal controls systems and reporting findings to management and our Audit Committee.
|
•
|
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
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common stockholders
|
$
|
379,208
|
|
|
$
|
364,817
|
|
|
$
|
191,163
|
|
|
$
|
162,850
|
|
|
$
|
151,608
|
|
Merger-related expense
|
—
|
|
|
—
|
|
|
56,513
|
|
|
37,439
|
|
|
3,033
|
|
|||||
Tax benefit of merger-related expense
|
—
|
|
|
—
|
|
|
(18,846
|
)
|
|
(12,550
|
)
|
|
(949
|
)
|
|||||
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
|
4,505
|
|
|
6,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of branch consolidation costs
|
(946
|
)
|
|
(1,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Service charge refunds
|
4,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of service charge refunds
|
(899
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating net income available to common stockholders (non-GAAP)
|
$
|
386,147
|
|
|
$
|
366,677
|
|
|
$
|
281,176
|
|
|
$
|
187,739
|
|
|
$
|
153,692
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net income per diluted common share
|
$
|
1.16
|
|
|
$
|
1.12
|
|
|
$
|
0.63
|
|
|
$
|
0.78
|
|
|
$
|
0.86
|
|
Merger-related expense
|
—
|
|
|
—
|
|
|
0.19
|
|
|
0.18
|
|
|
0.02
|
|
|||||
Tax benefit of merger-related expense
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(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
|
0.01
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of branch consolidation costs
|
0.00
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Service charge refunds
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit of service charge refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings per diluted common share (non-GAAP)
|
$
|
1.18
|
|
|
$
|
1.13
|
|
|
$
|
0.93
|
|
|
$
|
0.90
|
|
|
$
|
0.87
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Net income available to common stockholders
|
$
|
379,208
|
|
|
$
|
364,817
|
|
|
$
|
191,163
|
|
Amortization of intangibles, net of tax
|
11,192
|
|
|
12,365
|
|
|
11,386
|
|
|||
Tangible net income available to common stockholders (non-GAAP)
|
$
|
390,400
|
|
|
$
|
377,182
|
|
|
$
|
202,549
|
|
Average total stockholders’ equity
|
$
|
4,757,465
|
|
|
$
|
4,490,833
|
|
|
$
|
4,073,700
|
|
Less: Average preferred stockholders’ equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Average intangibles (1)
|
(2,331,630
|
)
|
|
(2,334,727
|
)
|
|
(2,108,102
|
)
|
|||
Average tangible common equity (non-GAAP)
|
$
|
2,318,953
|
|
|
$
|
2,049,224
|
|
|
$
|
1,858,716
|
|
Return on average tangible common equity (non-GAAP)
|
16.84
|
%
|
|
18.41
|
%
|
|
10.90
|
%
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Net income
|
$
|
387,249
|
|
|
$
|
372,858
|
|
|
$
|
199,204
|
|
Amortization of intangibles, net of tax
|
11,192
|
|
|
12,365
|
|
|
11,386
|
|
|||
Tangible net income (non-GAAP)
|
$
|
398,441
|
|
|
$
|
385,223
|
|
|
$
|
210,590
|
|
Average total assets
|
$
|
33,850,763
|
|
|
$
|
32,138,497
|
|
|
$
|
29,131,109
|
|
Less: Average intangibles (1)
|
(2,331,630
|
)
|
|
(2,334,727
|
)
|
|
(2,108,102
|
)
|
|||
Average tangible assets (non-GAAP)
|
$
|
31,519,133
|
|
|
$
|
29,803,770
|
|
|
$
|
27,023,007
|
|
Return on average tangible assets (non-GAAP)
|
1.26
|
%
|
|
1.29
|
%
|
|
0.78
|
%
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in thousands, except per share data)
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
$
|
4,883,198
|
|
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
Less: Preferred stockholders’ equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Intangibles (1)
|
(2,329,545
|
)
|
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|||
Tangible common equity (non-GAAP)
|
$
|
2,446,771
|
|
|
$
|
2,168,028
|
|
|
$
|
1,961,049
|
|
Ending common shares outstanding
|
325,014,560
|
|
|
324,314,529
|
|
|
323,465,140
|
|
|||
Tangible book value per common share (non-GAAP)
|
$
|
7.53
|
|
|
$
|
6.68
|
|
|
$
|
6.06
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
4,883,198
|
|
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
Less: Intangibles(1)
|
(2,329,545
|
)
|
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|||
Tangible equity (non-GAAP)
|
$
|
2,553,653
|
|
|
$
|
2,274,910
|
|
|
$
|
2,067,931
|
|
Total assets
|
$
|
34,615,016
|
|
|
$
|
33,101,840
|
|
|
$
|
31,417,635
|
|
Less: Intangibles(1)
|
(2,329,545
|
)
|
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|||
Tangible assets (non-GAAP)
|
$
|
32,285,471
|
|
|
$
|
30,768,465
|
|
|
$
|
29,076,372
|
|
Tangible equity / tangible assets (period-end) (non-GAAP)
|
7.91
|
%
|
|
7.39
|
%
|
|
7.11
|
%
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
4,883,198
|
|
|
$
|
4,608,285
|
|
|
$
|
4,409,194
|
|
Less: Preferred stockholders' equity
|
(106,882
|
)
|
|
(106,882
|
)
|
|
(106,882
|
)
|
|||
Less: Intangibles (1)
|
(2,329,545
|
)
|
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|||
Tangible common equity (non-GAAP)
|
$
|
2,446,771
|
|
|
$
|
2,168,028
|
|
|
$
|
1,961,049
|
|
Total assets
|
$
|
34,615,016
|
|
|
$
|
33,101,840
|
|
|
$
|
31,417,635
|
|
Less: Intangibles(1)
|
(2,329,545
|
)
|
|
(2,333,375
|
)
|
|
(2,341,263
|
)
|
|||
Tangible assets (non-GAAP)
|
$
|
32,285,471
|
|
|
$
|
30,768,465
|
|
|
$
|
29,076,372
|
|
Tangible common equity / tangible assets (period-end) (non-GAAP)
|
7.58
|
%
|
|
7.05
|
%
|
|
6.74
|
%
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Non-interest expense
|
$
|
696,128
|
|
|
$
|
694,532
|
|
|
$
|
681,541
|
|
Less: Amortization of intangibles
|
(14,167
|
)
|
|
(15,652
|
)
|
|
(17,517
|
)
|
|||
Less: OREO expense
|
(4,652
|
)
|
|
(6,359
|
)
|
|
(4,438
|
)
|
|||
Less: Merger-related expense
|
—
|
|
|
—
|
|
|
(56,513
|
)
|
|||
Less: Discretionary 401(k) contribution
|
—
|
|
|
(874
|
)
|
|
—
|
|
|||
Less: Branch consolidation costs
|
(2,783
|
)
|
|
(2,939
|
)
|
|
—
|
|
|||
Less: Tax credit-related project impairment
|
(3,213
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted non-interest expense
|
$
|
671,313
|
|
|
$
|
668,708
|
|
|
$
|
603,073
|
|
Net interest income
|
$
|
917,239
|
|
|
$
|
932,489
|
|
|
$
|
846,434
|
|
Taxable equivalent adjustment
|
14,121
|
|
|
13,270
|
|
|
18,766
|
|
|||
Non-interest income
|
294,266
|
|
|
275,651
|
|
|
252,449
|
|
|||
Less: Net securities gains
|
(70
|
)
|
|
(34
|
)
|
|
(5,916
|
)
|
|||
Less: Gain on sale of subsidiary
|
—
|
|
|
(5,135
|
)
|
|
—
|
|
|||
Add: Branch consolidation costs
|
1,722
|
|
|
3,677
|
|
|
—
|
|
|||
Add: Service charge refunds
|
4,279
|
|
|
—
|
|
|
—
|
|
|||
Adjusted net interest income (FTE) + non-interest income
|
$
|
1,231,557
|
|
|
$
|
1,219,918
|
|
|
$
|
1,111,733
|
|
Efficiency ratio (FTE) (non-GAAP)
|
54.51
|
%
|
|
54.82
|
%
|
|
54.25
|
%
|
|
/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
|
|
|
Allowance for Credit Losses
|
Description of the Matter
|
|
At December 31, 2019, the Company’s net loan and lease portfolio was $23.1 billion with an associated allowance for credit losses (ALLL) of $196 million. As discussed in Note 1 to the consolidated financial statements, the ALLL is based on management’s evaluation of probable loan losses inherent in the loan portfolio, which includes an assessment of past loss experience, current economic conditions, known and inherent risks in the loan portfolio, the estimated value of underlying collateral and changes in the composition of the loan portfolio. The ALLL may also be adjusted for management’s assessment of qualitative factors, including among others: changes to lending policies; the experience and depth of lending management and staff; concentrations of credit; competition, legal and regulatory risk; national and local economic trends; or the historical imprecision of the model to estimate losses.
Auditing the ALLL involves a high degree of subjectivity due to the qualitative factor adjustments included in the ALLL. Management’s identification and measurement of the qualitative factor adjustments is highly judgmental and could have a significant effect on the ALLL.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the ALLL process, which include, among others, management’s review and approval controls designed to assess the need for and level of qualitative factor adjustments to the ALLL and the reliability of the data utilized to support management’s assessment.
To test the qualitative factor adjustments, we evaluated the appropriateness of management’s methodology and assessed the basis for the adjustments and whether all relevant risks were reflected in the ALLL. Regarding the measurement of the qualitative factors, we evaluated the completeness, accuracy and relevance of the underlying internal and external market data utilized in management’s estimate and considered the existence of new or contrary information; for example, we compared economic data used in management’s determination of national and local economic trends with third party macro-economic reports. We evaluated the overall ALLL, inclusive of the qualitative factor adjustments, and whether the amount appropriately reflects losses incurred in the loan portfolio by comparing the overall ALLL to those established by peer banking institutions.
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
407
|
|
|
$
|
451
|
|
Interest-bearing deposits with banks
|
192
|
|
|
37
|
|
||
Cash and Cash Equivalents
|
599
|
|
|
488
|
|
||
Debt securities available for sale
|
3,289
|
|
|
3,341
|
|
||
Debt securities held to maturity (fair value of $3,305 and $3,155)
|
3,275
|
|
|
3,254
|
|
||
Loans held for sale (includes $41 and $14 measured at fair value) (1)
|
51
|
|
|
22
|
|
||
Loans and leases, net of unearned income of $1 and $3
|
23,289
|
|
|
22,153
|
|
||
Allowance for credit losses
|
(196
|
)
|
|
(180
|
)
|
||
Net Loans and Leases
|
23,093
|
|
|
21,973
|
|
||
Premises and equipment, net
|
333
|
|
|
330
|
|
||
Goodwill
|
2,262
|
|
|
2,255
|
|
||
Core deposit and other intangible assets, net
|
67
|
|
|
79
|
|
||
Bank owned life insurance
|
544
|
|
|
537
|
|
||
Other assets
|
1,102
|
|
|
823
|
|
||
Total Assets
|
$
|
34,615
|
|
|
$
|
33,102
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing demand
|
$
|
6,384
|
|
|
$
|
6,000
|
|
Interest-bearing demand
|
11,049
|
|
|
9,660
|
|
||
Savings
|
2,625
|
|
|
2,526
|
|
||
Certificates and other time deposits
|
4,728
|
|
|
5,269
|
|
||
Total Deposits
|
24,786
|
|
|
23,455
|
|
||
Short-term borrowings
|
3,216
|
|
|
4,129
|
|
||
Long-term borrowings
|
1,340
|
|
|
627
|
|
||
Other liabilities
|
390
|
|
|
283
|
|
||
Total Liabilities
|
29,732
|
|
|
28,494
|
|
||
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 – 327,242,364 and 326,120,832 shares
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
4,067
|
|
|
4,049
|
|
||
Retained earnings
|
798
|
|
|
576
|
|
||
Accumulated other comprehensive loss
|
(65
|
)
|
|
(106
|
)
|
||
Treasury stock – 2,227,804 and 1,806,303 shares at cost
|
(27
|
)
|
|
(21
|
)
|
||
Total Stockholders’ Equity
|
4,883
|
|
|
4,608
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
34,615
|
|
|
$
|
33,102
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Loans and leases, including fees
|
$
|
1,085
|
|
|
$
|
1,022
|
|
|
$
|
862
|
|
Securities:
|
|
|
|
|
|
||||||
Taxable
|
126
|
|
|
119
|
|
|
97
|
|
|||
Tax-exempt
|
32
|
|
|
28
|
|
|
20
|
|
|||
Other
|
4
|
|
|
1
|
|
|
1
|
|
|||
Total Interest Income
|
1,247
|
|
|
1,170
|
|
|
980
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Deposits
|
217
|
|
|
142
|
|
|
72
|
|
|||
Short-term borrowings
|
80
|
|
|
75
|
|
|
44
|
|
|||
Long-term borrowings
|
33
|
|
|
21
|
|
|
18
|
|
|||
Total Interest Expense
|
330
|
|
|
238
|
|
|
134
|
|
|||
Net Interest Income
|
917
|
|
|
932
|
|
|
846
|
|
|||
Provision for credit losses
|
44
|
|
|
61
|
|
|
61
|
|
|||
Net Interest Income After Provision for Credit Losses
|
873
|
|
|
871
|
|
|
785
|
|
|||
Non-Interest Income
|
|
|
|
|
|
||||||
Service charges
|
124
|
|
|
126
|
|
|
120
|
|
|||
Trust services
|
28
|
|
|
26
|
|
|
23
|
|
|||
Insurance commissions and fees
|
20
|
|
|
18
|
|
|
19
|
|
|||
Securities commissions and fees
|
17
|
|
|
18
|
|
|
15
|
|
|||
Capital markets income
|
33
|
|
|
21
|
|
|
17
|
|
|||
Mortgage banking operations
|
32
|
|
|
22
|
|
|
20
|
|
|||
Dividends on non-marketable equity securities
|
19
|
|
|
16
|
|
|
9
|
|
|||
Bank owned life insurance
|
12
|
|
|
13
|
|
|
12
|
|
|||
Net securities gains
|
—
|
|
|
—
|
|
|
6
|
|
|||
Other
|
9
|
|
|
16
|
|
|
11
|
|
|||
Total Non-Interest Income
|
294
|
|
|
276
|
|
|
252
|
|
|||
Non-Interest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
375
|
|
|
370
|
|
|
327
|
|
|||
Net occupancy
|
59
|
|
|
60
|
|
|
54
|
|
|||
Equipment
|
62
|
|
|
55
|
|
|
49
|
|
|||
Amortization of intangibles
|
14
|
|
|
16
|
|
|
18
|
|
|||
Outside services
|
64
|
|
|
66
|
|
|
56
|
|
|||
FDIC insurance
|
23
|
|
|
33
|
|
|
33
|
|
|||
Bank shares and franchise taxes
|
12
|
|
|
12
|
|
|
10
|
|
|||
Merger-related
|
—
|
|
|
—
|
|
|
57
|
|
|||
Other
|
87
|
|
|
83
|
|
|
77
|
|
|||
Total Non-Interest Expense
|
696
|
|
|
695
|
|
|
681
|
|
|||
Income Before Income Taxes
|
471
|
|
|
452
|
|
|
356
|
|
|||
Income taxes
|
84
|
|
|
79
|
|
|
157
|
|
|||
Net Income
|
387
|
|
|
373
|
|
|
199
|
|
|||
Preferred stock dividends
|
8
|
|
|
8
|
|
|
8
|
|
|||
Net Income Available to Common Stockholders
|
$
|
379
|
|
|
$
|
365
|
|
|
$
|
191
|
|
Earnings per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
0.63
|
|
Diluted
|
$
|
1.16
|
|
|
$
|
1.12
|
|
|
$
|
0.63
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
387
|
|
|
$
|
373
|
|
|
$
|
199
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $16, $5 and $3
|
57
|
|
|
(17
|
)
|
|
(6
|
)
|
|||
Reclassification adjustment for gains included in net income, net of tax expense of $0, $0 and $0
|
—
|
|
|
—
|
|
|
—
|
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period, net of tax benefit of $5, $1 and $0
|
(17
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Reclassification adjustment for gains included in net income, net of tax expense of $0, $0 and $0
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Pension and postretirement benefit obligations:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $(1), $1 and $0
|
3
|
|
|
(2
|
)
|
|
—
|
|
|||
Other Comprehensive Income (Loss)
|
41
|
|
|
(23
|
)
|
|
(7
|
)
|
|||
Comprehensive Income
|
$
|
428
|
|
|
$
|
350
|
|
|
$
|
192
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at January 1, 2017
|
$
|
107
|
|
|
$
|
2
|
|
|
$
|
2,235
|
|
|
$
|
304
|
|
|
$
|
(61
|
)
|
|
$
|
(15
|
)
|
|
$
|
2,572
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
199
|
|
|
(7
|
)
|
|
|
|
192
|
|
|||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred stock: $72.52/share
|
|
|
|
|
|
|
(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: $72.52/share
|
|
|
|
|
|
|
(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
|
|
|||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
387
|
|
|
41
|
|
|
|
|
428
|
|
|||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred stock: $72.52/share
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
||||||||||||
Common stock: $0.48/share
|
|
|
|
|
|
|
(157
|
)
|
|
|
|
|
|
(157
|
)
|
||||||||||||
Issuance of common stock
|
|
|
—
|
|
|
6
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||||||||
Restricted stock compensation
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
12
|
|
||||||||||||
Balance at December 31, 2019
|
$
|
107
|
|
|
$
|
3
|
|
|
$
|
4,067
|
|
|
$
|
798
|
|
|
$
|
(65
|
)
|
|
$
|
(27
|
)
|
|
$
|
4,883
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
387
|
|
|
$
|
373
|
|
|
$
|
199
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
45
|
|
|
109
|
|
|
89
|
|
|||
Provision for credit losses
|
44
|
|
|
61
|
|
|
61
|
|
|||
Deferred tax expense
|
33
|
|
|
33
|
|
|
129
|
|
|||
Net securities gains
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Loans originated for sale
|
(1,481
|
)
|
|
(1,117
|
)
|
|
(1,098
|
)
|
|||
Loans sold
|
1,495
|
|
|
1,210
|
|
|
1,047
|
|
|||
Net gain on sale of loans
|
(25
|
)
|
|
(22
|
)
|
|
(17
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Interest receivable
|
(8
|
)
|
|
(6
|
)
|
|
(18
|
)
|
|||
Interest payable
|
1
|
|
|
7
|
|
|
2
|
|
|||
Bank owned life insurance, excluding purchases
|
(7
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|||
Other, net
|
(225
|
)
|
|
(27
|
)
|
|
(98
|
)
|
|||
Net cash flows provided by operating activities
|
259
|
|
|
611
|
|
|
279
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net change in loans and leases, excluding sales
|
(1,427
|
)
|
|
(1,394
|
)
|
|
(1,100
|
)
|
|||
Securities available for sale:
|
|
|
|
|
|
||||||
Purchases
|
(655
|
)
|
|
(1,200
|
)
|
|
(1,142
|
)
|
|||
Sales
|
—
|
|
|
—
|
|
|
787
|
|
|||
Maturities
|
770
|
|
|
592
|
|
|
570
|
|
|||
Debt securities held to maturity:
|
|
|
|
|
|
||||||
Purchases
|
(494
|
)
|
|
(387
|
)
|
|
(1,186
|
)
|
|||
Sales
|
—
|
|
|
—
|
|
|
57
|
|
|||
Maturities
|
468
|
|
|
370
|
|
|
395
|
|
|||
Purchase of bank owned life insurance
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||
Increase in premises and equipment
|
(46
|
)
|
|
(35
|
)
|
|
(57
|
)
|
|||
Net cash received in business combinations and divestitures
|
—
|
|
|
134
|
|
|
197
|
|
|||
Loans sold, not originated for sale
|
262
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows used in investing activities
|
(1,131
|
)
|
|
(1,920
|
)
|
|
(1,529
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in:
|
|
|
|
|
|
||||||
Demand (non-interest-bearing and interest-bearing) and savings accounts
|
1,873
|
|
|
406
|
|
|
406
|
|
|||
Time deposits
|
(539
|
)
|
|
653
|
|
|
757
|
|
|||
Short-term borrowings
|
(913
|
)
|
|
450
|
|
|
379
|
|
|||
Proceeds from issuance of long-term borrowings
|
954
|
|
|
37
|
|
|
155
|
|
|||
Repayment of long-term borrowings
|
(239
|
)
|
|
(77
|
)
|
|
(199
|
)
|
|||
Net proceeds from issuance of common stock
|
12
|
|
|
14
|
|
|
11
|
|
|||
Cash dividends paid:
|
|
|
|
|
|
||||||
Preferred stock
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Common stock
|
(157
|
)
|
|
(157
|
)
|
|
(143
|
)
|
|||
Net cash flows provided by financing activities
|
983
|
|
|
1,318
|
|
|
1,358
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
111
|
|
|
9
|
|
|
108
|
|
|||
Cash and cash equivalents at beginning of year
|
488
|
|
|
479
|
|
|
371
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
599
|
|
|
$
|
488
|
|
|
$
|
479
|
|
•
|
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
|
|
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.
|
|
We adopted this Update in the first quarter of 2019 using a modified retrospective transition method. The presentation and disclosure guidance were applied prospectively. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
This Update was effective as of January 1, 2019.
|
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.
|
|
We adopted this Update in the first quarter of 2019 using a modified retrospective transition method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
This Update was effective as of January 1, 2019.
|
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
ASU 2019-01, Lease (Topic 842), Codification Improvements
|
|
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 sales-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.
|
|
We adopted these Updates in the first quarter of 2019 under the modified retrospective transition method. In addition, the new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs.
Adoption of the new standard resulted in the recording of $116 million in right-of-use assets and corresponding lease liabilities of $126 million for operating leases on our Consolidated Balance Sheet. The standard did not materially impact our consolidated net earnings and had no impact on cash flows.
These Updates were effective as of January 1, 2019.
|
Standard
|
|
Description
|
|
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
ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
ASU 2019-05, Financial Instruments-Credit Losses, (Topic 326): Targeted Transition Relief
ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses
|
|
These Updates replace the current long-standing 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 except for unconditionally cancellable commitments. 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 PCI loans and debt securities.
|
|
These Updates are to be applied using a cumulative-effect adjustment to retained earnings. While these Updates change the measurement of the Allowance for Credit Losses (ACL), it does not change the credit risk of our lending portfolios or the ultimate losses in those portfolios. However, the CECL ACL methodology will produce higher volatility in the quarterly provision for credit losses than our current reserve process.
We created a cross-functional management steering group to govern implementation and the Audit and Risk Committees and the Board of Directors received regular updates. For loans measured at amortized cost we have implemented a new modeling platform and integrated other auxiliary models to support a calculation of expected credit losses under CECL. We have made decisions on segmentation, a reasonable and supportable forecast period, a reversion method and period and a historical loss forecast covering the remaining contractual life, adjusted for prepayments as well as other criteria necessary.
Based on our portfolio composition and forecasts of relatively stable macroeconomic conditions over the next two years, we currently estimate that our CECL ACL on the originated portfolio will increase approximately 30%, primarily driven by our consumer portfolios. The overall ACL including the "gross-up" for PCI loans of approximately $50 million is approximately $300-$310 million. There is no capital impact related to the PCI loans at adoption. The impact for the adoption of CECL is a reduction to retained earnings of approximately $52 million.
The impact of this Update is dependent on the portfolio composition and credit quality, as well as historical experience, current conditions and forecasts of economic conditions and interest rates at the time of adoption.
The impact to our AFS and HTM debt securities is immaterial.
Model development, as well as the development of policies and procedures and, internal controls are complete.
This Update is effective as of January 1, 2020.
|
(in millions)
|
Amortized
Cost |
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Debt Securities Available for Sale:
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
151
|
|
U.S. government-sponsored entities
|
225
|
|
|
1
|
|
|
—
|
|
|
226
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,310
|
|
|
7
|
|
|
(3
|
)
|
|
1,314
|
|
||||
Agency collateralized mortgage obligations
|
1,234
|
|
|
10
|
|
|
(4
|
)
|
|
1,240
|
|
||||
Commercial mortgage-backed securities
|
341
|
|
|
6
|
|
|
(2
|
)
|
|
345
|
|
||||
States of the U.S. and political subdivisions
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Other debt securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total debt securities available for sale
|
$
|
3,275
|
|
|
$
|
24
|
|
|
$
|
(10
|
)
|
|
$
|
3,289
|
|
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
|
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Debt Securities Held to Maturity:
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
U.S. government agencies
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
U.S. government-sponsored entities
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
949
|
|
|
8
|
|
|
(2
|
)
|
|
955
|
|
||||
Agency collateralized mortgage obligations
|
721
|
|
|
5
|
|
|
(6
|
)
|
|
720
|
|
||||
Commercial mortgage-backed securities
|
308
|
|
|
3
|
|
|
(2
|
)
|
|
309
|
|
||||
States of the U.S. and political subdivisions
|
1,120
|
|
|
26
|
|
|
(2
|
)
|
|
1,144
|
|
||||
Total debt securities held to maturity
|
$
|
3,275
|
|
|
$
|
42
|
|
|
$
|
(12
|
)
|
|
$
|
3,305
|
|
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
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Gross gains
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Gross losses
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net gains
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
(in millions)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Due in one year or less
|
$
|
93
|
|
|
$
|
93
|
|
|
$
|
58
|
|
|
$
|
58
|
|
Due after one year but within five years
|
147
|
|
|
148
|
|
|
131
|
|
|
131
|
|
||||
Due after five years but within ten years
|
62
|
|
|
62
|
|
|
117
|
|
|
119
|
|
||||
Due after ten years
|
88
|
|
|
87
|
|
|
991
|
|
|
1,013
|
|
||||
|
390
|
|
|
390
|
|
|
1,297
|
|
|
1,321
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
1,310
|
|
|
1,314
|
|
|
949
|
|
|
955
|
|
||||
Agency collateralized mortgage obligations
|
1,234
|
|
|
1,240
|
|
|
721
|
|
|
720
|
|
||||
Commercial mortgage-backed securities
|
341
|
|
|
345
|
|
|
308
|
|
|
309
|
|
||||
Total debt securities
|
$
|
3,275
|
|
|
$
|
3,289
|
|
|
$
|
3,275
|
|
|
$
|
3,305
|
|
December 31
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Securities pledged (carrying value):
|
|
|
|
||||
To secure public deposits, trust deposits and for other purposes as required by law
|
$
|
4,494
|
|
|
$
|
3,874
|
|
As collateral for short-term borrowings
|
285
|
|
|
279
|
|
||
Securities pledged as a percent of total securities
|
72.8
|
%
|
|
63.0
|
%
|
|
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, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government agencies
|
5
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
15
|
|
|
$
|
61
|
|
|
$
|
(1
|
)
|
|
20
|
|
|
$
|
109
|
|
|
$
|
(1
|
)
|
U.S. government-sponsored entities
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
130
|
|
|
—
|
|
|
6
|
|
|
130
|
|
|
—
|
|
||||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
13
|
|
|
200
|
|
|
(1
|
)
|
|
24
|
|
|
314
|
|
|
(2
|
)
|
|
37
|
|
|
514
|
|
|
(3
|
)
|
||||||
Agency collateralized mortgage obligations
|
11
|
|
|
323
|
|
|
(1
|
)
|
|
32
|
|
|
205
|
|
|
(3
|
)
|
|
43
|
|
|
528
|
|
|
(4
|
)
|
||||||
Commercial mortgage-backed securities
|
3
|
|
|
114
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
114
|
|
|
(2
|
)
|
||||||
States of the U.S. and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||||
Total temporarily impaired debt securities AFS
|
32
|
|
|
$
|
685
|
|
|
$
|
(4
|
)
|
|
78
|
|
|
$
|
712
|
|
|
$
|
(6
|
)
|
|
110
|
|
|
$
|
1,397
|
|
|
$
|
(10
|
)
|
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
|
)
|
|
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, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government-sponsored entities
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
8
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
8
|
|
|
$
|
160
|
|
|
$
|
—
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency mortgage-backed securities
|
5
|
|
|
134
|
|
|
(1
|
)
|
|
11
|
|
|
135
|
|
|
(1
|
)
|
|
16
|
|
|
269
|
|
|
(2
|
)
|
||||||
Agency collateralized mortgage obligations
|
2
|
|
|
50
|
|
|
—
|
|
|
33
|
|
|
317
|
|
|
(6
|
)
|
|
35
|
|
|
367
|
|
|
(6
|
)
|
||||||
Commercial mortgage-backed securities
|
5
|
|
|
184
|
|
|
(2
|
)
|
|
1
|
|
|
7
|
|
|
—
|
|
|
6
|
|
|
191
|
|
|
(2
|
)
|
||||||
States of the U.S. and political subdivisions
|
18
|
|
|
63
|
|
|
(1
|
)
|
|
7
|
|
|
29
|
|
|
(1
|
)
|
|
25
|
|
|
92
|
|
|
(2
|
)
|
||||||
Total temporarily impaired debt securities HTM
|
30
|
|
|
$
|
431
|
|
|
$
|
(4
|
)
|
|
60
|
|
|
$
|
648
|
|
|
$
|
(8
|
)
|
|
90
|
|
|
$
|
1,079
|
|
|
$
|
(12
|
)
|
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
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Federal Home Loan Bank stock
|
$
|
256
|
|
|
$
|
209
|
|
Federal Reserve Bank stock
|
123
|
|
|
122
|
|
||
Other non-marketable equity securities
|
1
|
|
|
1
|
|
||
Total non-marketable equity securities
|
$
|
380
|
|
|
$
|
332
|
|
(in millions)
|
Originated
Loans and
Leases
|
|
Loans Acquired in a Business Combination
|
|
Total
Loans and
Leases
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
7,114
|
|
|
$
|
1,846
|
|
|
$
|
8,960
|
|
Commercial and industrial
|
5,063
|
|
|
245
|
|
|
5,308
|
|
|||
Commercial leases
|
432
|
|
|
—
|
|
|
432
|
|
|||
Other
|
21
|
|
|
—
|
|
|
21
|
|
|||
Total commercial loans and leases
|
12,630
|
|
|
2,091
|
|
|
14,721
|
|
|||
Direct installment
|
1,758
|
|
|
63
|
|
|
1,821
|
|
|||
Residential mortgages
|
2,995
|
|
|
379
|
|
|
3,374
|
|
|||
Indirect installment
|
1,922
|
|
|
—
|
|
|
1,922
|
|
|||
Consumer lines of credit
|
1,092
|
|
|
359
|
|
|
1,451
|
|
|||
Total consumer loans
|
7,767
|
|
|
801
|
|
|
8,568
|
|
|||
Total loans and leases, net of unearned income
|
$
|
20,397
|
|
|
$
|
2,892
|
|
|
$
|
23,289
|
|
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
|
|
•
|
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
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Commercial construction, acquisition and development loans
|
$
|
1,275
|
|
|
$
|
1,152
|
|
Percent of total loans and leases
|
5.5
|
%
|
|
5.2
|
%
|
||
Commercial real estate:
|
|
|
|
||||
Percent owner-occupied
|
30.6
|
%
|
|
35.1
|
%
|
||
Percent non-owner-occupied
|
69.4
|
%
|
|
64.9
|
%
|
(in millions)
|
|
||
Balance at beginning of period
|
$
|
16
|
|
New loans
|
1
|
|
|
Repayments
|
(10
|
)
|
|
Balance at end of period
|
$
|
7
|
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Accounted for under ASC 310-30:
|
|
|
|
||||
Outstanding balance
|
$
|
2,684
|
|
|
$
|
3,768
|
|
Carrying amount
|
2,461
|
|
|
3,570
|
|
||
Accounted for under ASC 310-20:
|
|
|
|
||||
Outstanding balance
|
436
|
|
|
602
|
|
||
Carrying amount
|
425
|
|
|
513
|
|
||
Total loans acquired in a business combination:
|
|
|
|
||||
Outstanding balance
|
3,120
|
|
|
4,370
|
|
||
Carrying amount
|
2,886
|
|
|
4,083
|
|
Year Ended December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Balance at beginning of period
|
$
|
605
|
|
|
$
|
708
|
|
Reduction due to unexpected early payoffs
|
(102
|
)
|
|
(146
|
)
|
||
Reclass from non-accretable difference to accretable yield
|
97
|
|
|
267
|
|
||
Disposals/transfers
|
(1
|
)
|
|
(1
|
)
|
||
Other
|
(1
|
)
|
|
(1
|
)
|
||
Accretion
|
(179
|
)
|
|
(222
|
)
|
||
Balance at end of period
|
$
|
419
|
|
|
$
|
605
|
|
|
|
December 31
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Non-accrual loans
|
$
|
81
|
|
|
$
|
79
|
|
Troubled debt restructurings
|
22
|
|
|
21
|
|
||
Total non-performing loans
|
103
|
|
|
100
|
|
||
Other real estate owned
|
26
|
|
|
35
|
|
||
Total non-performing assets
|
$
|
129
|
|
|
$
|
135
|
|
Asset quality ratios:
|
|
|
|
||||
Non-performing loans / total loans and leases
|
0.44
|
%
|
|
0.45
|
%
|
||
Non-performing loans + OREO / total loans and leases + OREO
|
0.55
|
%
|
|
0.61
|
%
|
||
Non-performing assets / total assets
|
0.37
|
%
|
|
0.41
|
%
|
(in millions)
|
30-89 Days
Past Due
|
|
≥ 90 Days
Past Due
and Still
Accruing
|
|
Non-
Accrual
|
|
Total
Past Due
|
|
Current
|
|
Total
Loans and
Leases
|
||||||||||||
Originated Loans and Leases
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
36
|
|
|
$
|
7,078
|
|
|
$
|
7,114
|
|
Commercial and industrial
|
9
|
|
|
—
|
|
|
28
|
|
|
37
|
|
|
5,026
|
|
|
5,063
|
|
||||||
Commercial leases
|
5
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
426
|
|
|
432
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
20
|
|
|
21
|
|
||||||
Total commercial loans and leases
|
24
|
|
|
—
|
|
|
56
|
|
|
80
|
|
|
12,550
|
|
|
12,630
|
|
||||||
Direct installment
|
7
|
|
|
1
|
|
|
7
|
|
|
15
|
|
|
1,743
|
|
|
1,758
|
|
||||||
Residential mortgages
|
12
|
|
|
2
|
|
|
8
|
|
|
22
|
|
|
2,973
|
|
|
2,995
|
|
||||||
Indirect installment
|
15
|
|
|
1
|
|
|
3
|
|
|
19
|
|
|
1,903
|
|
|
1,922
|
|
||||||
Consumer lines of credit
|
5
|
|
|
1
|
|
|
3
|
|
|
9
|
|
|
1,083
|
|
|
1,092
|
|
||||||
Total consumer loans
|
39
|
|
|
5
|
|
|
21
|
|
|
65
|
|
|
7,702
|
|
|
7,767
|
|
||||||
Total originated loans and leases
|
$
|
63
|
|
|
$
|
5
|
|
|
$
|
77
|
|
|
$
|
145
|
|
|
$
|
20,252
|
|
|
$
|
20,397
|
|
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
|
|
(in millions)
|
30-89 Days
Past Due
|
|
≥ 90 Days
Past Due
and Still
Accruing
|
|
Non-
Accrual
|
|
Total
Past Due
(1) (2)
|
|
Current
|
|
(Discount)/
Premium
|
|
Total
Loans
|
||||||||||||||
Loans Acquired in a Business Combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
$
|
12
|
|
|
$
|
28
|
|
|
$
|
3
|
|
|
$
|
43
|
|
|
$
|
1,942
|
|
|
$
|
(139
|
)
|
|
$
|
1,846
|
|
Commercial and industrial
|
2
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
259
|
|
|
(19
|
)
|
|
245
|
|
|||||||
Total commercial loans
|
14
|
|
|
31
|
|
|
3
|
|
|
48
|
|
|
2,201
|
|
|
(158
|
)
|
|
2,091
|
|
|||||||
Direct installment
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
60
|
|
|
—
|
|
|
63
|
|
|||||||
Residential mortgages
|
8
|
|
|
4
|
|
|
—
|
|
|
12
|
|
|
382
|
|
|
(15
|
)
|
|
379
|
|
|||||||
Consumer lines of credit
|
7
|
|
|
2
|
|
|
1
|
|
|
10
|
|
|
357
|
|
|
(8
|
)
|
|
359
|
|
|||||||
Total consumer loans
|
18
|
|
|
6
|
|
|
1
|
|
|
25
|
|
|
799
|
|
|
(23
|
)
|
|
801
|
|
|||||||
Total loans acquired in a business combination
|
$
|
32
|
|
|
$
|
37
|
|
|
$
|
4
|
|
|
$
|
73
|
|
|
$
|
3,000
|
|
|
$
|
(181
|
)
|
|
$
|
2,892
|
|
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
|
|
(1)
|
Past due information for loans acquired in a business combination is based on the contractual balance outstanding at December 31, 2019 and 2018.
|
(2)
|
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.
|
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, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
6,821
|
|
|
$
|
171
|
|
|
$
|
121
|
|
|
$
|
1
|
|
|
$
|
7,114
|
|
Commercial and industrial
|
4,768
|
|
|
149
|
|
|
144
|
|
|
2
|
|
|
5,063
|
|
|||||
Commercial leases
|
423
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
432
|
|
|||||
Other
|
20
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|||||
Total originated commercial loans and leases
|
$
|
12,032
|
|
|
$
|
323
|
|
|
$
|
272
|
|
|
$
|
3
|
|
|
$
|
12,630
|
|
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
|
|
Loans Acquired in a Business Combination
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
1,603
|
|
|
$
|
116
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
1,846
|
|
Commercial and industrial
|
201
|
|
|
19
|
|
|
25
|
|
|
—
|
|
|
245
|
|
|||||
Total commercial loans acquired in a business combination
|
$
|
1,804
|
|
|
$
|
135
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
2,091
|
|
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
|
|
|
Consumer Loan Credit Quality by Payment Status
|
||||||||||
(in millions)
|
Performing
|
|
Non-Performing
|
|
Total
|
||||||
Originated Loans
|
|
|
|
|
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Direct installment
|
$
|
1,745
|
|
|
$
|
13
|
|
|
$
|
1,758
|
|
Residential mortgages
|
2,978
|
|
|
17
|
|
|
2,995
|
|
|||
Indirect installment
|
1,919
|
|
|
3
|
|
|
1,922
|
|
|||
Consumer lines of credit
|
1,086
|
|
|
6
|
|
|
1,092
|
|
|||
Total originated consumer loans
|
$
|
7,728
|
|
|
$
|
39
|
|
|
$
|
7,767
|
|
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
|
|
Loans Acquired in a Business Combination
|
|
|
|
|
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Direct installment
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Residential mortgages
|
379
|
|
|
—
|
|
|
379
|
|
|||
Consumer lines of credit
|
358
|
|
|
1
|
|
|
359
|
|
|||
Total consumer loans acquired in a business combination
|
$
|
800
|
|
|
$
|
1
|
|
|
$
|
801
|
|
December 31, 2018
|
|
|
|
|
|
||||||
Direct installment
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
96
|
|
Residential mortgages
|
501
|
|
|
—
|
|
|
501
|
|
|||
Consumer lines of credit
|
462
|
|
|
1
|
|
|
463
|
|
|||
Total consumer loans acquired in a business combination
|
$
|
1,059
|
|
|
$
|
1
|
|
|
$
|
1,060
|
|
(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, 2019 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
2
|
|
|
$
|
26
|
|
Commercial and industrial
|
35
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
2
|
|
|
22
|
|
||||||
Commercial leases
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total commercial loans and leases
|
66
|
|
|
47
|
|
|
2
|
|
|
49
|
|
|
4
|
|
|
49
|
|
||||||
Direct installment
|
16
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Residential mortgages
|
20
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
17
|
|
||||||
Indirect installment
|
5
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Consumer lines of credit
|
7
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Total consumer loans
|
48
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
38
|
|
||||||
Total
|
$
|
114
|
|
|
$
|
86
|
|
|
$
|
2
|
|
|
$
|
88
|
|
|
$
|
4
|
|
|
$
|
87
|
|
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
|
|
||||||
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
|
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Commercial real estate
|
$
|
4
|
|
|
$
|
2
|
|
Commercial and industrial
|
—
|
|
|
4
|
|
||
Total commercial loans
|
4
|
|
|
6
|
|
||
Direct installment
|
1
|
|
|
1
|
|
||
Residential mortgages
|
2
|
|
|
—
|
|
||
Total consumer loans
|
3
|
|
|
1
|
|
||
Total allowance on loans acquired in a business combination
|
$
|
7
|
|
|
$
|
7
|
|
(in millions)
|
Originated
|
|
Acquired
|
|
Total
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Accruing:
|
|
|
|
|
|
||||||
Performing
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
Non-performing
|
18
|
|
|
4
|
|
|
22
|
|
|||
Non-accrual
|
14
|
|
|
1
|
|
|
15
|
|
|||
Total TDRs
|
$
|
51
|
|
|
$
|
5
|
|
|
$
|
56
|
|
December 31, 2018
|
|
|
|
|
|
||||||
Accruing:
|
|
|
|
|
|
||||||
Performing
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Non-performing
|
17
|
|
|
4
|
|
|
21
|
|
|||
Non-accrual
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total TDRs
|
$
|
44
|
|
|
$
|
4
|
|
|
$
|
48
|
|
|
Year Ended December 31
|
2019
|
|
2018
|
||||||||||||||||||
(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
|
20
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Commercial and industrial
|
23
|
|
|
5
|
|
|
3
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Total commercial loans
|
43
|
|
|
10
|
|
|
8
|
|
|
14
|
|
|
1
|
|
|
1
|
|
||||
Direct installment
|
65
|
|
|
3
|
|
|
3
|
|
|
80
|
|
|
4
|
|
|
4
|
|
||||
Residential mortgages
|
18
|
|
|
3
|
|
|
3
|
|
|
15
|
|
|
1
|
|
|
1
|
|
||||
Consumer lines of credit
|
27
|
|
|
2
|
|
|
1
|
|
|
26
|
|
|
1
|
|
|
1
|
|
||||
Total consumer loans
|
110
|
|
|
8
|
|
|
7
|
|
|
121
|
|
|
6
|
|
|
6
|
|
||||
Total
|
153
|
|
|
$
|
18
|
|
|
$
|
15
|
|
|
135
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Year Ended December 31
|
2019
|
|
2018
|
||||||||||
(dollars in millions)
|
Number
of
Contracts
|
|
Recorded
Investment
|
|
Number
of
Contracts
|
|
Recorded
Investment
|
||||||
Commercial real estate
|
5
|
|
|
$
|
1
|
|
|
3
|
|
|
$
|
1
|
|
Commercial and industrial
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||
Total commercial loans
|
6
|
|
|
1
|
|
|
4
|
|
|
1
|
|
||
Direct installment
|
5
|
|
|
—
|
|
|
7
|
|
|
1
|
|
||
Residential mortgages
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||
Consumer lines of credit
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||
Total consumer loans
|
8
|
|
|
—
|
|
|
14
|
|
|
1
|
|
||
Total
|
14
|
|
|
$
|
1
|
|
|
18
|
|
|
$
|
2
|
|
(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, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
55
|
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
60
|
|
Commercial and industrial
|
49
|
|
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|
10
|
|
|
53
|
|
||||||
Commercial leases
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
11
|
|
||||||
Other
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
2
|
|
||||||
Total commercial loans and leases
|
114
|
|
|
(17
|
)
|
|
8
|
|
|
(9
|
)
|
|
21
|
|
|
126
|
|
||||||
Direct installment
|
14
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
13
|
|
||||||
Residential mortgages
|
20
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
4
|
|
|
22
|
|
||||||
Indirect installment
|
15
|
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
|
11
|
|
|
19
|
|
||||||
Consumer lines of credit
|
10
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
9
|
|
||||||
Total consumer loans
|
59
|
|
|
(16
|
)
|
|
4
|
|
|
(12
|
)
|
|
16
|
|
|
63
|
|
||||||
Total allowance on originated loans and leases
|
173
|
|
|
(33
|
)
|
|
12
|
|
|
(21
|
)
|
|
37
|
|
|
189
|
|
||||||
Purchased credit-impaired loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Other loans acquired in a business combination
|
6
|
|
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
|
7
|
|
|
6
|
|
||||||
Total allowance on loans acquired in a business combination
|
7
|
|
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
|
7
|
|
|
7
|
|
||||||
Total allowance for credit losses
|
$
|
180
|
|
|
$
|
(42
|
)
|
|
$
|
14
|
|
|
$
|
(28
|
)
|
|
$
|
44
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 and leases
|
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
|
|
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 and leases
|
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
|
|
|
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, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
2
|
|
|
$
|
58
|
|
|
$
|
7,114
|
|
|
$
|
13
|
|
|
$
|
7,101
|
|
Commercial and industrial
|
2
|
|
|
51
|
|
|
5,063
|
|
|
17
|
|
|
5,046
|
|
|||||
Commercial leases
|
—
|
|
|
11
|
|
|
432
|
|
|
—
|
|
|
432
|
|
|||||
Other
|
—
|
|
|
2
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Total commercial loans and leases
|
4
|
|
|
122
|
|
|
12,630
|
|
|
30
|
|
|
12,600
|
|
|||||
Direct installment
|
—
|
|
|
13
|
|
|
1,758
|
|
|
—
|
|
|
1,758
|
|
|||||
Residential mortgages
|
—
|
|
|
22
|
|
|
2,995
|
|
|
—
|
|
|
2,995
|
|
|||||
Indirect installment
|
—
|
|
|
19
|
|
|
1,922
|
|
|
—
|
|
|
1,922
|
|
|||||
Consumer lines of credit
|
—
|
|
|
9
|
|
|
1,092
|
|
|
—
|
|
|
1,092
|
|
|||||
Total consumer loans
|
—
|
|
|
63
|
|
|
7,767
|
|
|
—
|
|
|
7,767
|
|
|||||
Total
|
$
|
4
|
|
|
$
|
185
|
|
|
$
|
20,397
|
|
|
$
|
30
|
|
|
$
|
20,367
|
|
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
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Mortgage loans sold with servicing retained
|
$
|
4,686
|
|
|
$
|
3,968
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Mortgage loans sold with servicing retained
|
$
|
1,381
|
|
|
$
|
1,060
|
|
|
$
|
1,769
|
|
Pretax gains resulting from above loan sales (1)
|
32
|
|
|
19
|
|
|
22
|
|
|||
Mortgage servicing fees (1)
|
11
|
|
|
9
|
|
|
8
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
37
|
|
|
$
|
29
|
|
|
$
|
14
|
|
Fair value of MSRs acquired
|
—
|
|
|
—
|
|
|
8
|
|
|||
Additions
|
14
|
|
|
13
|
|
|
11
|
|
|||
Payoffs and curtailments
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Impairment charge
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Amortization
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Balance at end of period
|
$
|
43
|
|
|
$
|
37
|
|
|
$
|
29
|
|
Fair value, beginning of period
|
$
|
41
|
|
|
$
|
32
|
|
|
$
|
18
|
|
Fair value, end of period
|
45
|
|
|
41
|
|
|
32
|
|
December 31
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Weighted average life (months)
|
78.9
|
|
|
82.2
|
|
||
Constant prepayment rate (annualized)
|
10.6
|
%
|
|
10.1
|
%
|
||
Discount rate
|
9.7
|
%
|
|
9.7
|
%
|
||
Effect on fair value due to change in interest rates:
|
|
|
|
||||
+0.25%
|
$
|
3
|
|
|
$
|
3
|
|
+0.50%
|
5
|
|
|
5
|
|
||
-0.25%
|
(3
|
)
|
|
(3
|
)
|
||
-0.50%
|
(5
|
)
|
|
(6
|
)
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
SBA loans sold to investors with servicing retained
|
$
|
225
|
|
|
$
|
283
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
SBA loans sold with servicing retained
|
$
|
23
|
|
|
$
|
41
|
|
|
$
|
54
|
|
Pretax gains resulting from above loan sales (1)
|
2
|
|
|
4
|
|
|
2
|
|
|||
SBA servicing fees (1)
|
2
|
|
|
3
|
|
|
2
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Fair value of servicing rights acquired
|
—
|
|
|
—
|
|
|
5
|
|
|||
Additions
|
—
|
|
|
1
|
|
|
1
|
|
|||
Payoffs, curtailments and amortization
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Impairment (charge) / recovery
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Fair value, beginning of period
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Fair value, end of period
|
3
|
|
|
4
|
|
|
5
|
|
December 31
|
2019
|
|
2018
|
||||
(dollars in millions)
|
|
|
|
||||
Weighted average life (months)
|
42.0
|
|
|
52.2
|
|
||
Constant prepayment rate
|
16.8
|
%
|
|
12.5
|
%
|
||
Discount rate
|
16.2
|
%
|
|
19.4
|
%
|
||
Decline in fair value due to change in interest rates:
|
|
|
|
||||
1% adverse change
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
2% adverse change
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Decline in fair value due to change in constant prepayment rates:
|
|
|
|
||||
10% adverse change
|
(0.1
|
)
|
|
(0.2
|
)
|
||
20% adverse change
|
(0.3
|
)
|
|
(0.3
|
)
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Land
|
$
|
62
|
|
|
$
|
64
|
|
Premises
|
233
|
|
|
238
|
|
||
Equipment
|
276
|
|
|
236
|
|
||
|
571
|
|
|
538
|
|
||
Accumulated depreciation
|
(238
|
)
|
|
(208
|
)
|
||
Total premises and equipment, net
|
$
|
333
|
|
|
$
|
330
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Depreciation expense for premises and equipment
|
$
|
42
|
|
|
$
|
39
|
|
|
$
|
34
|
|
(in millions)
|
Community
Banking
|
|
Wealth
Manage-
ment
|
|
Insurance
|
|
Other (1)
|
|
Total
|
||||||||||
Balance at January 1, 2018
|
$
|
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
|
|
|||||
Goodwill (deductions) additions
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Balance at December 31, 2019
|
$
|
2,231
|
|
|
$
|
8
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
2,262
|
|
(in millions)
|
Core
Deposit
Intangibles
|
|
Customer
Renewal
Lists
|
|
Total
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Gross carrying amount
|
$
|
196
|
|
|
$
|
18
|
|
|
$
|
214
|
|
Accumulated amortization
|
(136
|
)
|
|
(11
|
)
|
|
(147
|
)
|
|||
Net carrying amount
|
$
|
60
|
|
|
$
|
7
|
|
|
$
|
67
|
|
December 31, 2018
|
|
|
|
|
|
||||||
Gross carrying amount
|
$
|
196
|
|
|
$
|
15
|
|
|
$
|
211
|
|
Accumulated amortization
|
(122
|
)
|
|
(10
|
)
|
|
(132
|
)
|
|||
Net carrying amount
|
$
|
74
|
|
|
$
|
5
|
|
|
$
|
79
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Amortization expense
|
$
|
14
|
|
|
$
|
16
|
|
|
$
|
18
|
|
(in millions)
|
|
||
2020
|
$
|
13
|
|
2021
|
12
|
|
|
2022
|
10
|
|
|
2023
|
10
|
|
|
2024
|
8
|
|
|
Total
|
$
|
53
|
|
|
Twelve Months Ended
December 31, |
||
(dollars in millions)
|
2019
|
||
Operating lease cost
|
$
|
27
|
|
Short-term lease cost
|
1
|
|
|
Variable lease cost
|
4
|
|
|
Sublease income
|
—
|
|
|
Total lease cost
|
$
|
32
|
|
|
Twelve Months Ended
December 31, |
||
(dollars in millions)
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
26
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
25
|
|
|
Weighted average remaining lease term (years):
|
|
||
Operating leases
|
9.61
|
|
|
Weighted average discount rate:
|
|
||
Operating leases
|
3.0
|
%
|
(in millions)
|
December 31,
2019 |
||
2020
|
$
|
24
|
|
2021
|
22
|
|
|
2022
|
17
|
|
|
2023
|
13
|
|
|
2024
|
12
|
|
|
Later years
|
62
|
|
|
Total lease payments
|
150
|
|
|
Less: imputed interest
|
(22
|
)
|
|
Present value of lease liabilities
|
$
|
128
|
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Non-interest-bearing demand
|
$
|
6,384
|
|
|
$
|
6,000
|
|
Interest-bearing demand
|
11,049
|
|
|
9,660
|
|
||
Savings
|
2,625
|
|
|
2,526
|
|
||
Certificates and other time deposits:
|
|
|
|
||||
Less than $100,000
|
2,262
|
|
|
2,816
|
|
||
$100,000 through $250,000
|
1,494
|
|
|
1,478
|
|
||
Greater than $250,000
|
972
|
|
|
975
|
|
||
Total certificates and other time deposits
|
4,728
|
|
|
5,269
|
|
||
Total deposits
|
$
|
24,786
|
|
|
$
|
23,455
|
|
(in millions)
|
|
||
2020
|
$
|
3,035
|
|
2021
|
1,041
|
|
|
2022
|
236
|
|
|
2023
|
214
|
|
|
2024
|
115
|
|
|
Later years
|
87
|
|
|
Total
|
$
|
4,728
|
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Securities sold under repurchase agreements
|
$
|
278
|
|
|
$
|
251
|
|
Federal Home Loan Bank advances
|
2,255
|
|
|
2,230
|
|
||
Federal funds purchased
|
575
|
|
|
1,535
|
|
||
Subordinated notes
|
108
|
|
|
113
|
|
||
Total short-term borrowings
|
$
|
3,216
|
|
|
$
|
4,129
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
|||
Year-to-date average
|
2.24
|
%
|
|
1.89
|
%
|
|
1.16
|
%
|
Period-end
|
1.76
|
%
|
|
2.49
|
%
|
|
1.44
|
%
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Federal Home Loan Bank advances
|
$
|
935
|
|
|
$
|
270
|
|
Subordinated notes
|
90
|
|
|
87
|
|
||
Junior subordinated debt
|
66
|
|
|
111
|
|
||
Other subordinated debt
|
249
|
|
|
159
|
|
||
Total long-term borrowings
|
$
|
1,340
|
|
|
$
|
627
|
|
(in millions)
|
|
||
2020
|
$
|
122
|
|
2021
|
563
|
|
|
2022
|
311
|
|
|
2023
|
30
|
|
|
2024
|
1
|
|
|
Later years
|
313
|
|
|
Total
|
$
|
1,340
|
|
December 31
|
2019
|
|
2018
|
|
2017
|
|||
Subordinated notes weighted average interest rate
|
3.33
|
%
|
|
3.08
|
%
|
|
2.85
|
%
|
(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
|
|
3.54
|
%
|
|
LIBOR + 165 basis points (bps)
|
Yadkin Valley Statutory Trust I
|
25
|
|
|
1
|
|
|
22
|
|
|
12/15/2037
|
|
3.21
|
%
|
|
LIBOR + 132 bps
|
|||
FNB Financial Services Capital Trust I
|
25
|
|
|
1
|
|
|
22
|
|
|
9/30/2035
|
|
3.42
|
%
|
|
LIBOR + 146 bps
|
|||
Total
|
$
|
72
|
|
|
$
|
3
|
|
|
$
|
66
|
|
|
|
|
|
|
|
(dollars in millions)
|
Aggregate Principal Amount Issued
|
|
Net Proceeds (2)
|
|
Carrying Value
|
|
Stated Maturity Date
|
|
Interest
Rate
|
|||||||
4.95% Fixed-To-Floating Rate Subordinated Notes due 2029
|
$
|
120
|
|
|
$
|
118
|
|
|
$
|
118
|
|
|
2/14/2029
|
|
4.95
|
%
|
4.875% Subordinated Notes due 2025
|
100
|
|
|
98
|
|
|
99
|
|
|
10/2/2025
|
|
4.88
|
%
|
|||
7.625% Subordinated Notes due August 12, 2023 (1)
|
38
|
|
|
46
|
|
|
32
|
|
|
8/12/2023
|
|
7.63
|
%
|
|||
Total
|
$
|
258
|
|
|
$
|
262
|
|
|
$
|
249
|
|
|
|
|
|
December 31
|
2019
|
|
2018
|
||||||||||||||||||||
|
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
|
$
|
1,655
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,155
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Interest rate swaps – not designated
|
3,640
|
|
|
—
|
|
|
23
|
|
|
2,740
|
|
|
2
|
|
|
10
|
|
||||||
Equity contracts – not designated
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total subject to master netting arrangements
|
5,295
|
|
|
1
|
|
|
23
|
|
|
3,896
|
|
|
2
|
|
|
13
|
|
||||||
Not subject to master netting arrangements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps – not designated
|
3,640
|
|
|
149
|
|
|
1
|
|
|
2,740
|
|
|
40
|
|
|
26
|
|
||||||
Interest rate lock commitments – not designated
|
163
|
|
|
3
|
|
|
—
|
|
|
47
|
|
|
1
|
|
|
—
|
|
||||||
Forward delivery commitments – not designated
|
195
|
|
|
1
|
|
|
1
|
|
|
55
|
|
|
—
|
|
|
—
|
|
||||||
Credit risk contracts – not designated
|
265
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
—
|
|
||||||
Equity contracts – not designated
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total not subject to master netting arrangements
|
4,263
|
|
|
153
|
|
|
2
|
|
|
3,046
|
|
|
41
|
|
|
26
|
|
||||||
Total
|
$
|
9,558
|
|
|
$
|
154
|
|
|
$
|
25
|
|
|
$
|
6,942
|
|
|
$
|
43
|
|
|
$
|
39
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivatives
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||||||||||||||
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
(22
|
)
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
Interest income (expense)
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(in millions)
|
Interest Income - Loans and Leases
|
|
Interest Expense - Short-Term Borrowings
|
|
Interest Income - Loans and Leases
|
|
Interest Expense - Short-Term Borrowings
|
|
Interest Income - Loans and Leases
|
|
Interest Expense - Short-Term Borrowings
|
||||||||||||
Total amounts of income and expense line items presented in the Consolidated Statements of Income (the effects of cash flow hedges are included in these line items)
|
$
|
1,085
|
|
|
$
|
80
|
|
|
$
|
1,022
|
|
|
$
|
75
|
|
|
$
|
862
|
|
|
$
|
44
|
|
The effects of cash flow hedging:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on cash flow hedging
relationships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amount of gain (loss) reclassified
from AOCI into net income
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
|
3
|
|
|
1
|
|
|
(1
|
)
|
||||||
Amount of gain (loss) reclassified
from AOCI into income as a result of
that a forecasted transaction is no
longer probable of occurring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
Consolidated Statements of Income Location
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest rate swaps
|
Non-interest income - other
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Interest rate lock commitments
|
Mortgage banking operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forward delivery contracts
|
Mortgage banking operations
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Credit risk contracts
|
Non-interest income - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Designated
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Not designated
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Commitments to extend credit
|
$
|
8,089
|
|
|
$
|
7,378
|
|
Standby letters of credit
|
150
|
|
|
126
|
|
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Restricted stock units
|
1,182,197
|
|
|
962,799
|
|
|
713,998
|
|
|||
Weighted average grant date fair values
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
10
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
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
|
2,556,174
|
|
|
$
|
13.51
|
|
|
1,975,862
|
|
|
$
|
13.64
|
|
|
1,836,363
|
|
|
$
|
12.97
|
|
Granted
|
1,182,197
|
|
|
10.94
|
|
|
962,799
|
|
|
13.21
|
|
|
713,998
|
|
|
14.67
|
|
|||
Net adjustment due to performance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,861
|
)
|
|
13.85
|
|
|||
Vested
|
(655,208
|
)
|
|
13.15
|
|
|
(258,031
|
)
|
|
13.19
|
|
|
(542,580
|
)
|
|
12.71
|
|
|||
Forfeited/expired
|
(332,814
|
)
|
|
12.72
|
|
|
(214,743
|
)
|
|
13.39
|
|
|
(31,018
|
)
|
|
14.03
|
|
|||
Dividend reinvestment
|
108,008
|
|
|
11.84
|
|
|
90,287
|
|
|
12.61
|
|
|
63,960
|
|
|
13.80
|
|
|||
Unvested units outstanding at end of year
|
2,858,357
|
|
|
12.56
|
|
|
2,556,174
|
|
|
13.51
|
|
|
1,975,862
|
|
|
13.64
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
8
|
|
Tax benefit related to stock-based compensation expense
|
2
|
|
|
2
|
|
|
3
|
|
|||
Fair value of units vested
|
7
|
|
|
3
|
|
|
8
|
|
(dollars in millions)
|
Service-
Based
Units
|
|
Performance-
Based
Units
|
|
Total
|
||||||
Unvested restricted stock units
|
1,922,120
|
|
|
936,237
|
|
|
2,858,357
|
|
|||
Unrecognized compensation expense
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
14
|
|
Intrinsic value
|
$
|
24
|
|
|
$
|
12
|
|
|
$
|
36
|
|
Weighted average remaining life (in years)
|
1.83
|
|
|
1.81
|
|
|
1.82
|
|
|
2019
|
|
Weighted
Average Exercise
Price per
Share
|
|
2018
|
|
Weighted
Average Exercise
Price per
Share
|
|
2017
|
|
Weighted
Average Exercise
Price per
Share
|
|||||||||
Options outstanding at beginning of year
|
458,354
|
|
|
$
|
7.99
|
|
|
722,650
|
|
|
$
|
7.96
|
|
|
892,532
|
|
|
$
|
8.95
|
|
Assumed from acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207,645
|
|
|
8.92
|
|
|||
Exercised
|
(183,566
|
)
|
|
7.86
|
|
|
(253,899
|
)
|
|
7.77
|
|
|
(255,503
|
)
|
|
10.21
|
|
|||
Forfeited/expired
|
(28,704
|
)
|
|
7.65
|
|
|
(10,397
|
)
|
|
11.98
|
|
|
(122,024
|
)
|
|
12.12
|
|
|||
Options outstanding and exercisable at end of year
|
246,084
|
|
|
8.14
|
|
|
458,354
|
|
|
7.99
|
|
|
722,650
|
|
|
7.96
|
|
Range of Exercise Prices
|
|
Options
Outstanding
and Exercisable
|
|
Weighted Average
Remaining
Contractual Years
|
|
Weighted Average
Exercise Price
|
|||
$3.45 - $5.18
|
|
54,148
|
|
|
1.26
|
|
$
|
4.82
|
|
$5.19 - $7.78
|
|
40,022
|
|
|
3.11
|
|
6.90
|
|
|
$7.79 - $11.37
|
|
151,914
|
|
|
4.71
|
|
9.64
|
|
|
|
|
246,084
|
|
|
|
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Proceeds from stock options exercised
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Intrinsic value of stock options exercised
|
1
|
|
|
1
|
|
|
1
|
|
December 31
|
2019
|
|
2018
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Total
|
|
Qualified
|
|
Non-Qualified
|
|
Total
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
156
|
|
|
$
|
19
|
|
|
$
|
175
|
|
|
$
|
145
|
|
|
$
|
18
|
|
|
$
|
163
|
|
Projected benefit obligation at beginning of year
|
$
|
145
|
|
|
$
|
18
|
|
|
$
|
163
|
|
|
$
|
162
|
|
|
$
|
20
|
|
|
$
|
182
|
|
Interest cost
|
6
|
|
|
1
|
|
|
7
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Actuarial loss (gain)
|
15
|
|
|
2
|
|
|
17
|
|
|
(12
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||||
Benefits paid
|
(10
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||||
Projected benefit obligation at end of year
|
$
|
156
|
|
|
$
|
19
|
|
|
$
|
175
|
|
|
$
|
145
|
|
|
$
|
18
|
|
|
$
|
163
|
|
Fair value of plan assets at beginning of year
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
164
|
|
Actual return on plan assets
|
28
|
|
|
—
|
|
|
28
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Corporation contribution
|
5
|
|
|
2
|
|
|
7
|
|
|
4
|
|
|
1
|
|
|
5
|
|
||||||
Benefits paid
|
(10
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
Funded status of plans
|
$
|
17
|
|
|
$
|
(19
|
)
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
$
|
(18
|
)
|
|
$
|
(13
|
)
|
Assumptions at December 31
|
2019
|
|
2018
|
||
Weighted average discount rate
|
3.17
|
%
|
|
4.18
|
%
|
Rates of average increase in compensation levels
|
3.50
|
|
|
3.50
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Interest cost
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Expected return on plan assets
|
(11
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|||
Actuarial loss amortization
|
2
|
|
|
2
|
|
|
2
|
|
|||
Total pension income
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
||||||
Current year actuarial loss
|
1
|
|
|
6
|
|
|
3
|
|
|||
Amortization of actuarial loss
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total amount recognized in other comprehensive income
|
(1
|
)
|
|
4
|
|
|
1
|
|
|||
Total amount recognized in net periodic benefit cost and other comprehensive income
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Assumptions for the Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average discount rate
|
4.16
|
%
|
|
4.19
|
%
|
|
3.96
|
%
|
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)
|
|
|
|
||
Expected employer contributions:
|
2020
|
|
$
|
2
|
|
Expected benefit payments:
|
2020
|
|
10
|
|
|
|
2021
|
|
10
|
|
|
|
2022
|
|
10
|
|
|
|
2023
|
|
10
|
|
|
|
2024
|
|
11
|
|
|
|
2025 – 2029
|
|
53
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
401(k) contribution expense
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
12
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
|
||||
December 31
|
2020
|
|
2019
|
|
2018
|
||
Asset Category
|
|
|
|
|
|
||
Equity securities
|
45 - 65
|
|
60
|
%
|
|
55
|
%
|
Debt securities
|
30 - 50
|
|
37
|
|
|
41
|
|
Cash equivalents
|
0 - 10
|
|
3
|
|
|
4
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Asset Class
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
F.N.B. Corporation
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Other large-cap U.S. financial services companies
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Other large-cap U.S. companies
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Other equity
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Mutual fund equity investments:
|
|
|
|
|
|
|
|
||||||||
U.S. equity index funds:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap equity index funds
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
U.S. small-cap equity index funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
U.S. mid-cap equity index funds
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Non-U.S. equities growth fund
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
U.S. equity funds:
|
|
|
|
|
|
|
|
||||||||
U.S. mid-cap
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
U.S. small-cap
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Other
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
||||
Corporate bonds
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Fixed income mutual funds:
|
|
|
|
|
|
|
|
||||||||
U.S. investment-grade fixed income securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Total
|
$
|
121
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
173
|
|
(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
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Current income taxes:
|
|
|
|
|
|
||||||
Federal taxes
|
$
|
47
|
|
|
$
|
41
|
|
|
$
|
26
|
|
State taxes
|
4
|
|
|
6
|
|
|
2
|
|
|||
Total current income taxes
|
51
|
|
|
47
|
|
|
28
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal taxes
|
30
|
|
|
32
|
|
|
128
|
|
|||
State taxes
|
3
|
|
|
—
|
|
|
1
|
|
|||
Total deferred income taxes
|
33
|
|
|
32
|
|
|
129
|
|
|||
Total income taxes
|
$
|
84
|
|
|
$
|
79
|
|
|
$
|
157
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
1.1
|
|
|
1.1
|
|
|
0.5
|
|
Tax-exempt interest
|
(2.2
|
)
|
|
(2.1
|
)
|
|
(3.3
|
)
|
Cash surrender value on BOLI
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
Tax credits
|
(4.2
|
)
|
|
(2.8
|
)
|
|
(2.6
|
)
|
Affordable housing cost amortization, net of tax benefits
|
1.4
|
|
|
0.7
|
|
|
0.2
|
|
Tax Cuts and Jobs Act revaluation of net deferred tax assets
|
—
|
|
|
(0.4
|
)
|
|
15.2
|
|
Other items
|
1.1
|
|
|
0.6
|
|
|
0.2
|
|
Effective tax rate
|
17.7
|
%
|
|
17.6
|
%
|
|
44.1
|
%
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Income tax expense related to net gains on sale of securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
December 31
|
2019
|
|
2018
|
||||
(in millions)
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
43
|
|
|
$
|
40
|
|
Discounts on loans acquired in a business combination
|
41
|
|
|
51
|
|
||
Net operating loss/tax credit carryforwards
|
38
|
|
|
43
|
|
||
Deferred compensation
|
11
|
|
|
10
|
|
||
Securities impairments
|
1
|
|
|
1
|
|
||
Pension and other defined benefit plans
|
3
|
|
|
5
|
|
||
Lease liability
|
29
|
|
|
—
|
|
||
Net unrealized securities losses
|
2
|
|
|
12
|
|
||
Other
|
8
|
|
|
9
|
|
||
Total
|
176
|
|
|
171
|
|
||
Valuation allowance
|
(28
|
)
|
|
(26
|
)
|
||
Total deferred tax assets
|
148
|
|
|
145
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loan costs
|
(15
|
)
|
|
(14
|
)
|
||
Depreciation
|
(19
|
)
|
|
(17
|
)
|
||
Prepaid expenses
|
(1
|
)
|
|
(1
|
)
|
||
Amortizable intangibles
|
(15
|
)
|
|
(16
|
)
|
||
Lease financing
|
(35
|
)
|
|
(18
|
)
|
||
Mortgage servicing rights
|
(9
|
)
|
|
(8
|
)
|
||
Lease ROU asset
|
(27
|
)
|
|
—
|
|
||
Other
|
(2
|
)
|
|
(4
|
)
|
||
Total deferred tax liabilities
|
(123
|
)
|
|
(78
|
)
|
||
Net deferred tax assets
|
$
|
25
|
|
|
$
|
67
|
|
(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, 2019
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(46
|
)
|
|
$
|
1
|
|
|
$
|
(61
|
)
|
|
$
|
(106
|
)
|
Other comprehensive (loss) income before reclassifications
|
57
|
|
|
(17
|
)
|
|
3
|
|
|
43
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net current period other comprehensive (loss) income
|
57
|
|
|
(19
|
)
|
|
3
|
|
|
41
|
|
||||
Balance at end of period
|
$
|
11
|
|
|
$
|
(18
|
)
|
|
$
|
(58
|
)
|
|
$
|
(65
|
)
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(dollars in millions, except per share data)
|
|
|
|
|
|
||||||
Net income
|
$
|
387
|
|
|
$
|
373
|
|
|
$
|
199
|
|
Less: Preferred stock dividends
|
8
|
|
|
8
|
|
|
8
|
|
|||
Net income available to common stockholders
|
$
|
379
|
|
|
$
|
365
|
|
|
$
|
191
|
|
Basic weighted average common shares outstanding
|
324,938,720
|
|
|
324,207,198
|
|
|
302,195,295
|
|
|||
Net effect of dilutive stock options, warrants and restricted stock
|
1,122,418
|
|
|
1,416,405
|
|
|
1,662,681
|
|
|||
Diluted weighted average common shares outstanding
|
326,061,138
|
|
|
325,623,603
|
|
|
303,857,976
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
0.63
|
|
Diluted
|
$
|
1.16
|
|
|
$
|
1.12
|
|
|
$
|
0.63
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
|||
Average shares excluded from the diluted earnings per common share calculation
|
—
|
|
|
81
|
|
|
910
|
|
|
Actual
|
|
Well-Capitalized
Requirements (1)
|
|
Minimum Capital
Requirements plus Capital Conservation Buffer
|
|||||||||||||||
(dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
F.N.B. Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
$
|
3,174
|
|
|
11.81
|
%
|
|
$
|
2,687
|
|
|
10.00
|
%
|
|
$
|
2,821
|
|
|
10.50
|
%
|
Tier 1 capital
|
2,632
|
|
|
9.79
|
|
|
1,612
|
|
|
6.00
|
|
|
2,284
|
|
|
8.50
|
|
|||
Common equity tier 1
|
2,525
|
|
|
9.40
|
|
|
n/a
|
|
n/a
|
|
1,881
|
|
|
7.00
|
|
|||||
Leverage
|
2,632
|
|
|
8.20
|
|
|
n/a
|
|
n/a
|
|
1,283
|
|
|
4.00
|
|
|||||
Risk-weighted assets
|
26,866
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FNBPA:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital
|
3,039
|
|
|
11.34
|
|
|
2,681
|
|
|
10.00
|
|
|
2,815
|
|
|
10.50
|
|
|||
Tier 1 capital
|
2,841
|
|
|
10.60
|
|
|
2,144
|
|
|
8.00
|
|
|
2,279
|
|
|
8.50
|
|
|||
Common equity tier 1
|
2,761
|
|
|
10.30
|
|
|
1,742
|
|
|
6.50
|
|
|
1,876
|
|
|
7.00
|
|
|||
Leverage
|
2,841
|
|
|
8.87
|
|
|
1,601
|
|
|
5.00
|
|
|
1,281
|
|
|
4.00
|
|
|||
Risk-weighted assets
|
26,806
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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
|
|
|
1,608
|
|
|
6.00
|
|
|
1,961
|
|
|
7.88
|
|
|||
Common equity tier 1
|
2,289
|
|
|
9.19
|
|
|
n/a
|
|
n/a
|
|
1,588
|
|
|
6.38
|
|
|||||
Leverage
|
2,395
|
|
|
7.87
|
|
|
n/a
|
|
n/a
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Interest paid on deposits and other borrowings
|
$
|
329
|
|
|
$
|
230
|
|
|
$
|
129
|
|
Income taxes paid
|
40
|
|
|
19
|
|
|
53
|
|
|||
Transfers of loans to other real estate owned
|
15
|
|
|
12
|
|
|
35
|
|
|||
Loans transferred to held for sale from portfolio
|
389
|
|
|
—
|
|
|
—
|
|
|||
Loans transferred to portfolio from held for sale
|
110
|
|
|
—
|
|
|
—
|
|
•
|
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.
|
(in millions)
|
Community
Banking |
|
Wealth
Manage- ment |
|
Insurance
|
|
Parent
and Other |
|
Consolidated
|
||||||||||
At or for the Year Ended
December 31, 2019 |
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
1,245
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,247
|
|
Interest expense
|
310
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
330
|
|
|||||
Net interest income
|
935
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
917
|
|
|||||
Provision for credit losses
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Non-interest income
|
237
|
|
|
46
|
|
|
20
|
|
|
(9
|
)
|
|
294
|
|
|||||
Non-interest expense (1)
|
621
|
|
|
34
|
|
|
17
|
|
|
10
|
|
|
682
|
|
|||||
Amortization of intangibles
|
13
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
14
|
|
|||||
Income tax expense (benefit)
|
88
|
|
|
3
|
|
|
—
|
|
|
(7
|
)
|
|
84
|
|
|||||
Net income (loss)
|
406
|
|
|
9
|
|
|
2
|
|
|
(30
|
)
|
|
387
|
|
|||||
Total assets
|
34,491
|
|
|
32
|
|
|
35
|
|
|
57
|
|
|
34,615
|
|
|||||
Total intangibles
|
2,291
|
|
|
10
|
|
|
28
|
|
|
—
|
|
|
2,329
|
|
(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
|
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Assets Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
151
|
|
U.S. government-sponsored entities
|
—
|
|
|
226
|
|
|
—
|
|
|
226
|
|
||||
Residential mortgage-backed securities
|
|
|
|
|
|
|
|
||||||||
Agency mortgage-backed securities
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
|
1,240
|
|
|
—
|
|
|
1,240
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
||||
States of the U.S. and political subdivisions
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Other debt securities
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total debt securities available for sale
|
—
|
|
|
3,289
|
|
|
—
|
|
|
3,289
|
|
||||
Loans held for sale
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
||||
Not for trading
|
—
|
|
|
2
|
|
|
3
|
|
|
5
|
|
||||
Total derivative financial instruments
|
—
|
|
|
151
|
|
|
3
|
|
|
154
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
3,481
|
|
|
$
|
3
|
|
|
$
|
3,484
|
|
Liabilities Measured at Fair Value
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
Trading
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Not for trading
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total derivative financial instruments
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
(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)
|
Interest
Rate Lock Commitments |
|
Total
|
||||
Year Ended December 31, 2019
|
|
|
|
||||
Balance at beginning of period
|
$
|
1
|
|
|
$
|
1
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Issuances
|
3
|
|
|
3
|
|
||
Settlements
|
(1
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
3
|
|
|
$
|
3
|
|
Year Ended December 31, 2018
|
|
|
|
||||
Balance at beginning of period
|
$
|
2
|
|
|
$
|
2
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Issuances
|
5
|
|
|
5
|
|
||
Settlements
|
(6
|
)
|
|
(6
|
)
|
||
Balance at end of period
|
$
|
1
|
|
|
$
|
1
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Other assets - SBA servicing asset
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Other assets - MSRs
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Other assets - SBA servicing asset
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||||
(in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
599
|
|
|
$
|
599
|
|
|
$
|
599
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities available for sale
|
3,289
|
|
|
3,289
|
|
|
—
|
|
|
3,289
|
|
|
—
|
|
|||||
Debt securities held to maturity
|
3,275
|
|
|
3,305
|
|
|
—
|
|
|
3,305
|
|
|
—
|
|
|||||
Net loans and leases, including loans held for sale
|
23,144
|
|
|
22,930
|
|
|
—
|
|
|
41
|
|
|
22,889
|
|
|||||
Loan servicing rights
|
46
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Derivative assets
|
154
|
|
|
154
|
|
|
—
|
|
|
151
|
|
|
3
|
|
|||||
Accrued interest receivable
|
109
|
|
|
109
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
24,786
|
|
|
24,797
|
|
|
20,058
|
|
|
4,739
|
|
|
—
|
|
|||||
Short-term borrowings
|
3,216
|
|
|
3,219
|
|
|
3,219
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
1,340
|
|
|
1,355
|
|
|
—
|
|
|
—
|
|
|
1,355
|
|
|||||
Derivative liabilities
|
25
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|||||
Accrued interest payable
|
21
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||||
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
|
|
|
—
|
|
|
—
|
|
Balance Sheets (in millions)
December 31
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
251
|
|
|
$
|
254
|
|
Other assets
|
18
|
|
|
19
|
|
||
Investment in bank subsidiary
|
5,072
|
|
|
4,754
|
|
||
Investments in and advances to non-bank subsidiaries
|
104
|
|
|
97
|
|
||
Total Assets
|
$
|
5,445
|
|
|
$
|
5,124
|
|
Liabilities
|
|
|
|
||||
Other liabilities
|
$
|
34
|
|
|
$
|
32
|
|
Advances from affiliates
|
197
|
|
|
197
|
|
||
Long-term borrowings
|
323
|
|
|
279
|
|
||
Subordinated notes:
|
|
|
|
||||
Short-term
|
7
|
|
|
7
|
|
||
Long-term
|
1
|
|
|
1
|
|
||
Total Liabilities
|
562
|
|
|
516
|
|
||
Stockholders’ Equity
|
4,883
|
|
|
4,608
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,445
|
|
|
$
|
5,124
|
|
Statements of Income (in millions)
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
Income
|
|
|
|
|
|
||||||
Dividend income from subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
$
|
179
|
|
|
$
|
162
|
|
|
$
|
149
|
|
Non-bank
|
2
|
|
|
8
|
|
|
9
|
|
|||
|
181
|
|
|
170
|
|
|
158
|
|
|||
Interest income
|
—
|
|
|
4
|
|
|
5
|
|
|||
Other income
|
—
|
|
|
5
|
|
|
—
|
|
|||
Total Income
|
181
|
|
|
179
|
|
|
163
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
19
|
|
|
20
|
|
|
18
|
|
|||
Other expenses
|
18
|
|
|
15
|
|
|
10
|
|
|||
Total Expenses
|
37
|
|
|
35
|
|
|
28
|
|
|||
Income Before Taxes and Equity in Undistributed Income of Subsidiaries
|
144
|
|
|
144
|
|
|
135
|
|
|||
Income tax benefit
|
7
|
|
|
6
|
|
|
3
|
|
|||
|
151
|
|
|
150
|
|
|
138
|
|
|||
Equity in undistributed income (loss) of subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
236
|
|
|
225
|
|
|
60
|
|
|||
Non-bank
|
—
|
|
|
(2
|
)
|
|
1
|
|
|||
Net Income
|
$
|
387
|
|
|
$
|
373
|
|
|
$
|
199
|
|
Statements of Cash Flows (in millions)
Year Ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
387
|
|
|
$
|
373
|
|
|
$
|
199
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Undistributed earnings from subsidiaries
|
(236
|
)
|
|
(222
|
)
|
|
(61
|
)
|
|||
Other, net
|
2
|
|
|
(13
|
)
|
|
6
|
|
|||
Net cash flows provided by operating activities
|
153
|
|
|
138
|
|
|
144
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of securities available for sale
|
—
|
|
|
1
|
|
|
—
|
|
|||
Net (increase) decrease in advances to subsidiaries
|
—
|
|
|
20
|
|
|
(10
|
)
|
|||
Payment for further investment in subsidiaries
|
(47
|
)
|
|
(22
|
)
|
|
(4
|
)
|
|||
Net cash received in business combinations
|
—
|
|
|
123
|
|
|
3
|
|
|||
Net cash flows (used in) provided by investing activities
|
(47
|
)
|
|
122
|
|
|
(11
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net decrease in advance from affiliate
|
—
|
|
|
(19
|
)
|
|
10
|
|
|||
Net decrease in short-term borrowings
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Decrease in long-term debt
|
(77
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Increase in long-term debt
|
121
|
|
|
1
|
|
|
1
|
|
|||
Net proceeds from issuance of common stock
|
12
|
|
|
14
|
|
|
11
|
|
|||
Cash dividends paid:
|
|
|
|
|
|
||||||
Preferred stock
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Common stock
|
(157
|
)
|
|
(157
|
)
|
|
(143
|
)
|
|||
Net cash flows (used in) provided by financing activities
|
(109
|
)
|
|
(172
|
)
|
|
(131
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(3
|
)
|
|
88
|
|
|
2
|
|
|||
Cash and cash equivalents at beginning of year
|
254
|
|
|
166
|
|
|
164
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
251
|
|
|
$
|
254
|
|
|
$
|
166
|
|
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
20
|
|
|
$
|
17
|
|
|
$
|
16
|
|
(Dollars in millions, except per share data)
|
|
|
|
|
|
|
|
||||||||
Quarter Ended 2019
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
Mar. 31
|
||||||||
Total interest income
|
$
|
306
|
|
|
$
|
314
|
|
|
$
|
317
|
|
|
$
|
310
|
|
Total interest expense
|
80
|
|
|
84
|
|
|
87
|
|
|
79
|
|
||||
Net interest income
|
226
|
|
|
230
|
|
|
230
|
|
|
231
|
|
||||
Provision for credit losses
|
7
|
|
|
12
|
|
|
11
|
|
|
14
|
|
||||
Total non-interest income
|
74
|
|
|
80
|
|
|
75
|
|
|
65
|
|
||||
Total non-interest expense
|
177
|
|
|
178
|
|
|
175
|
|
|
166
|
|
||||
Net income
|
95
|
|
|
103
|
|
|
95
|
|
|
94
|
|
||||
Net income available to common stockholders
|
93
|
|
|
101
|
|
|
93
|
|
|
92
|
|
||||
Per Common Share
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.29
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.28
|
|
Diluted earnings per share
|
0.29
|
|
|
0.31
|
|
|
0.29
|
|
|
0.28
|
|
||||
Quarter Ended 2018
|
|
|
|
|
|
|
|
||||||||
Total interest income
|
$
|
305
|
|
|
$
|
298
|
|
|
$
|
294
|
|
|
$
|
273
|
|
Total interest expense
|
74
|
|
|
63
|
|
|
54
|
|
|
47
|
|
||||
Net interest income
|
231
|
|
|
235
|
|
|
240
|
|
|
226
|
|
||||
Provision for credit losses
|
15
|
|
|
16
|
|
|
16
|
|
|
14
|
|
||||
Other non-interest income
|
69
|
|
|
75
|
|
|
65
|
|
|
67
|
|
||||
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
|
|
|
|
|
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
|
|
2,858,357
|
|
(1)
|
n/a
|
|
|
1,620,243
|
|
(2)
|
|
Equity compensation plans not approved by security holders
|
|
246,084
|
|
(3)
|
$
|
8.14
|
|
|
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.
|
|
|
|
|
|
2.4.
|
|
|
|
|
|
3.1.
|
|
|
|
|
|
3.2.
|
|
|
|
|
|
4.3.
|
|
|
|
|
|
4.4.
|
|
|
|
|
|
4.5.
|
|
|
|
|
|
4.6.
|
|
|
|
|
|
4.7.
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9.
|
|
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.
|
|
|
|
10.1. (P)
|
|
Form of Deferred Compensation Agreement by and between First National Bank of Pennsylvania and four of our executive officers. (Incorporated by reference to Exhibit 10.3. of FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 000-08144)). *
|
|
|
|
10.2.
|
|
|
|
|
|
10.3.
|
|
|
|
|
|
10.4. (P)
|
|
Basic Retirement Plan (formerly the Supplemental Executive Retirement Plan) of F.N.B. Corporation effective January 1, 1992. (Incorporated by reference to Exhibit 10.9. of FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 000-08144)). *
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Exhibit Number
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Description
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10.5.
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10.6.
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10.7.
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10.8.
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10.9.
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10.10.
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10.11.
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10.12.
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10.13.
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10.14.
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10.15.
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10.16.
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14.
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21.
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23.
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31.1.
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31.2.
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32.1.
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32.2.
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101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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*
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Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this Report.
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(c)
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SCHEDULES
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F.N.B. CORPORATION
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||
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By
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/s/ Vincent J. Delie, Jr.
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Vincent J. Delie, Jr.
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Chairman, President and Chief Executive Officer
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/s/ Vincent J. Delie, Jr.
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Chairman, President and Chief Executive Officer
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February 27, 2020
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Vincent J. Delie, Jr.
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(Principal Executive Officer)
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/s/ Vincent J. Calabrese, Jr.
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Chief Financial Officer
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February 27, 2020
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Vincent J. Calabrese, Jr.
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(Principal Financial Officer)
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/s/ James L. Dutey
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Corporate Controller and Senior Vice President
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February 27, 2020
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James L. Dutey
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(Principal Accounting Officer)
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/s/ Pamela A. Bena
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Director
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February 27, 2020
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Pamela A. Bena
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/s/ William B. Campbell
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Director
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February 27, 2020
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William B. Campbell
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/s/ James D. Chiafullo
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Director
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February 27, 2020
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James D. Chiafullo
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/s/ Mary Jo Dively
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Director
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February 27, 2020
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Mary Jo Dively
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/s/ Robert A. Hormell
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Director
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February 27, 2020
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Robert A. Hormell
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/s/ David J. Malone
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Director
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February 27, 2020
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David J. Malone
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/s/ Frank C. Mencini
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Director
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February 27, 2020
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Frank C. Mencini
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/s/ David L. Motley
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Director
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February 27, 2020
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David L. Motley
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/s/ Heidi A. Nicholas
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Director
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February 27, 2020
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Heidi A. Nicholas
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/s/ John S. Stanik
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Director
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February 27, 2020
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John S. Stanik
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/s/ William J. Strimbu
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Director
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February 27, 2020
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William J. Strimbu
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(1)
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Fill any vacancy in any such committee;
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(2)
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Appoint one or more directors to serve as alternate members of any such committee or to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members;
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(3)
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Remove any director from membership on such committee at any time, with or without cause; and
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(4)
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Appoint Committee Chairpersons or interim Chairpersons.
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•
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senior to our common stock and to each other class or series of our capital stock issued in the future, unless the terms of that capital stock expressly provide that it ranks at least on parity with the Series E Preferred Stock with respect to such dividends and distributions;
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•
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on parity with any class or series of our capital stock issued in the future the terms of which expressly provide that it ranks on parity with our Series E Preferred Stock with respect to such dividends and distributions; and
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•
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junior to any class or series of our capital stock issued in the future, the terms of which expressly provide that it ranks senior to the Series E Preferred Stock with
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•
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The Board of Directors may fill vacancies on the Board (but only until the next annual meeting of shareholders) resulting from an increase in the number of directors.
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•
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The Board may consider a broad range of factors in evaluating an unsolicited offer including a tender offer proposal.
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•
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The Board is authorized, without further shareholder action, to issue from time to time, up to 20,000,000 shares of preferred stock in the aggregate.
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•
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The Board is empowered to divide any and all of the shares of the preferred stock into series and to fix and determine the relative rights and preferences of the shares of any series so established.
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•
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No director may be removed without cause unless the removal is approved by a supermajority vote of 75 percent of the outstanding shares of common stock.
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•
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The articles of incorporation require transactions with an interested shareholder to be approved by the holders of two-thirds of the voting shares of FNB., other than shares beneficially owned by the interested shareholder, unless a majority of disinterested directors has approved the transaction or the consideration to be received by the shareholders satisfies a “fair price” requirement.
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•
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An interested shareholder generally is any person who, together with that person’s affiliates and associates, beneficially owns ten percent or more of the voting stock of FNB.
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•
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The by-laws require shareholders to provide advance written notice to FNB of any director nomination or proposal to be brought before meetings of FNB’s shareholders. The notice must be given within the time periods prescribed by the by-laws (generally, not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary date of the proxy statement released to shareholders for the annual meeting in the immediately preceding year), and must contain information regarding the nominee or proposal and the person making the nomination or proposal, as prescribed by the by-laws.
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•
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all of our indebtedness, obligations and other liabilities (contingent or otherwise) for borrowed money (including obligations of ours in respect of overdrafts and any loans or advances from banks, whether or not evidenced by notes or similar instruments);
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•
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all of our obligations associated with derivative products such as foreign exchange contracts, currency exchange agreements, interest rate protection agreements, commodity contracts and similar arrangements;
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•
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all of our indebtedness, obligations and other liabilities (contingent or otherwise) evidenced by bonds, debentures, notes or other instruments for the payment of money;
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•
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all of our indebtedness incurred in connection with the acquisition of any properties or assets (whether or not the recourse of the lender is to the whole of our assets or to only a portion thereof), other than any account payable or other accrued current liability or obligation to trade creditors incurred in the ordinary course of business;
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•
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all obligations and liabilities (contingent or otherwise) in respect of our leases required or permitted, in conformity with accounting principles generally accepted in the United States of America, to be accounted for as capitalized lease obligations on our balance sheet;
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•
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all of our obligations arising from off-balance sheet guarantees and direct credit substitutes;
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•
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all direct or indirect guaranties or similar agreements by us in respect of, and obligations or liabilities (contingent or otherwise) of ours to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another person of the kind described above; and
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•
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any and all amendments, renewals, extensions and refundings of any such indebtedness, obligations or liabilities, in each case, whether outstanding on the date that we enter into the Indenture or arising after that time.
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•
|
any indebtedness in which the instrument or instruments evidencing or securing any such indebtedness, or in any amendment, renewal, extension or refunding of such instrument or instruments, expressly provides that such indebtedness shall not be senior in right of payment to the subordinated notes or expressly provides that such indebtedness is pari passu with or junior to the subordinated notes;
|
•
|
our outstanding junior subordinated notes and subordinated debt; and
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•
|
trade accounts payable in the ordinary course of business.
|
•
|
a “Tax Event,” defined in the Indenture to mean the receipt by us of an opinion of independent tax counsel to the effect that as a result of (a) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “administrative or judicial action”); or (c) an amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation, in each case, occurring or becoming publicly known on or after the original issue date of the subordinated notes, there is more than an insubstantial risk that interest payable by us on the subordinated notes is not, or, within 90 days of the date of such opinion, will not be, deductible by us, in whole or in part, for United States federal income tax purposes, provided, however, that an interest disallowance or deferral pursuant to Section 163(j) of the Internal Revenue Code as in effect on the date of the Indenture shall not be taken into account for purposes of this provision and thus shall not trigger a Tax Event;
|
•
|
a “Regulatory Capital Treatment Event,” defined in the Indenture to mean our good faith determination that, as a result of (a) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the subordinated notes, (b) any proposed change in those laws, rules or regulations that is announced or becomes effective after the initial issuance of the subordinated notes, or (c) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is announced after the original issue date of the subordinated notes, there is more than an insubstantial risk that we will not be entitled to treat the subordinated notes then outstanding as “Tier 2 capital” (or its equivalent) for purposes of the capital adequacy rules of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable, for so long as any subordinated notes are outstanding; or
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•
|
a “1940 Act Event,” defined in the Indenture to mean our becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
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•
|
our failure to pay the principal of, or interest on, the subordinated notes; or
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•
|
a default relating to a covenant or provision contained in the Indenture that cannot be modified or amended without the consent of the holders of each outstanding subordinated note.
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•
|
such holder has previously given written notice to the trustee of a continuing event of default with respect to the subordinated notes;
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•
|
the holders of not less than 25% in principal amount of the outstanding subordinated notes shall have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee hereunder;
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•
|
such holder or holders have offered security or indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
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•
|
the trustee for sixty (60) days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and
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•
|
no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding subordinated notes of such series.
|
•
|
in case we shall consolidate with, amalgamate with, or merge into another person, or convey, transfer or lease our properties and assets substantially as an entirety to another person, (x) we are the surviving corporation or (y) the person formed by such consolidation or amalgamation or into which we are merged, or to which we convey or transfer our properties and assets, (1) is a corporation, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2) expressly assumes, by a supplemental indenture in form satisfactory to the trustee,
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•
|
immediately after giving effect to such transaction, no default, and no event which, after notice or lapse of time or both, would become a default under the Indenture shall have occurred and be continuing; and
|
•
|
we have delivered to the trustee an officer’s certificate and an opinion of counsel regarding compliance with the Indenture.
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•
|
change the stated maturity or due date of the principal of, or interest payable on, the subordinated notes or change any place of payment where, or the currency in which, such principal and interest is payable;
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•
|
reduce the principal amount of, or the rate or amount of interest on, the subordinated notes;
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•
|
impair the right to institute suit for the enforcement of any payment on, or with respect to, the subordinated notes;
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•
|
reduce the percentage of the holders of the subordinated notes necessary (i) to modify or amend the Indenture, or (ii) to waive compliance with certain provisions thereof or certain defaults and consequences thereunder;
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•
|
modify any of the provisions with respect to the subordination of the subordinated notes of any series in a manner adverse to the holders or adverse to the capital treatment of the subordinated notes, except to clarify ambiguities or to meet regulatory requirements and treatment of the subordinated notes as Tier 2 capital; or
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•
|
modify or affect in any manner adverse to the holders the terms and conditions of our obligation in respect of the due and punctual payment of the principal of or interest on the subordinated notes.
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•
|
to evidence the succession of another person to us as obligor under the Indenture;
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•
|
to evidence and provide for the acceptance or appointment of a successor trustee with respect to the subordinated notes or facilitate the administration of the trusts under the Indenture by more than one trustee;
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•
|
to add to the covenants for the benefit of the holders of the subordinated notes or to surrender any right or power conferred upon us in the Indenture, provided that such action shall not adversely affect the interests of the holders of the subordinated notes as determined in good faith by us and evidenced by an officer’s certificate;
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•
|
to add additional events of default;
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•
|
to cure any ambiguity, defect or inconsistency in the Indenture, provided that such action shall not adversely affect the interests of the holders of the subordinated notes in any material respect (except for changes to confirm that the subordinated notes are Tier 2 capital for regulatory purposes) as determined in good faith by us and evidenced by an officer’s certificate;
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•
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to establish the form of any securities and to provide for the issuance of any series of securities under the Indenture and to set forth the terms thereof;
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•
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to provide for additional notes;
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•
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to provide for the issuance of subordinated notes in uncertificated form in place of certificated subordinated notes;
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•
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to conform the text of the Indenture or the subordinated notes to any provision of the description of the notes in the related prospectus to the extent that such provision in such description of the notes was intended to be a verbatim recitation of a provision of the Indenture or the subordinated notes, which intent may be evidenced by an officers’ certificate to that effect;
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•
|
to qualify the Indenture under the Trust Indenture Act; or
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•
|
to comply with the rules and regulations of any securities exchange or automated quotation system on which the subordinated notes may be listed or traded.
|
•
|
Subordinated Term Notes of FNB
|
•
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Nonnegotiable Subordinated Notes, Series 2015, of FNB Financial Services, LP
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•
|
Nonnegotiable Subordinated Notes, Series 2018, of FNB Financial Services, LP
|
•
|
the Partnership notes are issued by FNB Financial Services, LP, an indirect wholly-owned subsidiary of FNB, and are fully and unconditionally guaranteed by FNB;
|
•
|
FNB Financial Services, LP may redeem each series of the Partnership notes in whole or in part, pro rata, by lot or in any other equitable fashion, while each series of the FNB notes issued prior to Series 2003 are not partially redeemable by FNB, and each series of the Series 2003 FNB notes may be partially redeemed only pro rata.
|
•
|
if the holder elects to have a term note with a maturity of 12 months or less redeemed prior to maturity, the holder will forfeit three months of interest earned, or that could have been earned, on the amount redeemed;
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•
|
if the holder elects to have a term note with a maturity of between 13 and 30 months redeemed prior to maturity, the holder will forfeit six months of interest earned, or that could have been earned, on the amount redeemed; and
|
•
|
if the holder elects to have a term note with a maturity of in excess of 30 months redeemed prior to maturity, the holder will forfeit 12 months of interest earned, or that could have been earned, on the amount redeemed.
|
•
|
we may from time to time establish minimum investments that may be made in the special daily notes;
|
•
|
at the time of sale of a special daily note, we may establish a minimum principal amount with respect to which a holder may elect to have the special daily note redeemed; and
|
•
|
the interest rates payable on special daily notes will generally exceed the interest rates payable on daily notes.
|
•
|
our failure to pay interest that continues for 30 days, or failure to pay principal of (or premium, if any, on) any of the notes when due (whether or not prohibited by the subordination provisions);
|
•
|
our failure to perform any other covenant or breach of any warranty that continues for 60 days after we receive written notice of such failure or breach;
|
•
|
the default under any instrument governing indebtedness of us or any subsidiary for money borrowed or guaranteed that constitutes a failure to pay principal in an aggregate principal amount exceeding $1,000,000 or that has resulted in an aggregate principal amount of at least $1,000,000 becoming or being declared due prior to its stated maturity, and which default is not cured within 30 days after we receive written notice thereof, and
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•
|
certain events of bankruptcy, insolvency or reorganization involving us or certain of our subsidiaries.
|
|
|
NAME
|
|
INCORPORATED
|
|
|
|
|
|
1)
|
|
First National Bank of Pennsylvania
|
|
United States
|
|
|
|
|
|
2)
|
|
First National Insurance Agency, LLC
|
|
Delaware
|
•
|
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, 2019 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 27, 2020
|
/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, 2019 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 27, 2020
|
/s/ Vincent J. Calabrese, Jr.
|
|
|
Vincent J. Calabrese, Jr.
|
|
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Chief Financial Officer
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1.
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The Company’s Form 10-K Annual Report for the period ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 27, 2020
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/s/ Vincent J. Delie, Jr.
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Vincent J. Delie, Jr.
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Chairman, President and Chief Executive Officer
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1.
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The Company’s Form 10-K Annual Report for the period ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 27, 2020
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/s/ Vincent J. Calabrese, Jr.
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Vincent J. Calabrese, Jr.
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Chief Financial Officer
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