x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015,
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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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23-2195389
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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 Penn Square, P. O. Box 4887, Lancaster, Pennsylvania
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17604
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, $2.50 par value
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The NASDAQ Stock Market, LLC
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Description
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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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Subsidiary
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Main Office
Location |
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Total
Assets |
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Total
Deposits |
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Branches (1)
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|||||
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(dollars in millions)
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|||||||
Fulton Bank, N.A.
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Lancaster, PA
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$
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9,835
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$
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7,692
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112
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Fulton Bank of New Jersey
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Mt. Laurel, NJ
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3,677
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3,100
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65
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The Columbia Bank
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Columbia, MD
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2,115
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1,697
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31
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Lafayette Ambassador Bank
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Bethlehem, PA
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1,526
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1,228
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|
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21
|
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FNB Bank, N.A.
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Danville, PA
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363
|
|
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267
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|
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7
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Swineford National Bank
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Middleburg, PA
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306
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259
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7
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243
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(1)
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Remote service facilities (mainly stand-alone automated teller machines) are excluded. See additional information in Item 2. Properties.
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Subsidiary
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State of Incorporation
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Total Assets
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(dollars in thousands)
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Columbia Bancorp Statutory Trust
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Delaware
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$
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6,186
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Columbia Bancorp Statutory Trust II
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Delaware
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4,124
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Columbia Bancorp Statutory Trust III
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Delaware
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6,186
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No. of Financial
Institutions |
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Deposit Market Share
(June 30, 2015) |
|||||||||
County
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State
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Population
(2015 Est.) |
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Banking Subsidiary
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Banks/
Thrifts |
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Credit
Unions |
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Rank
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%
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|||||
Lancaster
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PA
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538,000
|
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Fulton Bank, N.A.
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21
|
|
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8
|
|
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1
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25.0
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%
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Berks
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PA
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414,000
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Fulton Bank, N.A.
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20
|
|
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15
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|
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8
|
|
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3.2
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%
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Bucks
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PA
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627,000
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Fulton Bank, N.A.
|
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38
|
|
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22
|
|
|
17
|
|
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1.8
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%
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Centre
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PA
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161,000
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Fulton Bank, N.A.
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17
|
|
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5
|
|
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11
|
|
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3.4
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%
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Chester
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PA
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518,000
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Fulton Bank, N.A.
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32
|
|
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9
|
|
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9
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|
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3.3
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%
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Columbia
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PA
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67,000
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FNB Bank, N.A.
|
|
6
|
|
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2
|
|
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5
|
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4.2
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%
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Cumberland
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PA
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247,000
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Fulton Bank, N.A.
|
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19
|
|
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11
|
|
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13
|
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1.9
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%
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Dauphin
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PA
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273,000
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Fulton Bank, N.A.
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16
|
|
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7
|
|
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6
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4.2
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%
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Delaware
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PA
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565,000
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Fulton Bank, N.A.
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28
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|
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13
|
|
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30
|
|
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0.3
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%
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Lebanon
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PA
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137,000
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Fulton Bank, N.A.
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12
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|
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1
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|
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1
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31.4
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%
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Lehigh
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PA
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360,000
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Lafayette Ambassador Bank
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21
|
|
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17
|
|
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7
|
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4.1
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%
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Lycoming
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PA
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116,000
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FNB Bank, N.A.
|
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11
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|
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12
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|
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14
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|
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0.8
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%
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Montgomery
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PA
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822,000
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Fulton Bank, N.A.
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40
|
|
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27
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|
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25
|
|
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0.4
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%
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Montour
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PA
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19,000
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FNB Bank, N.A.
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5
|
|
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1
|
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2
|
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24.3
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%
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Northampton
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PA
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302,000
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Lafayette Ambassador Bank
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16
|
|
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14
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4
|
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13.2
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%
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Northumberland
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PA
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94,000
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FNB Bank, N.A.
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18
|
|
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3
|
|
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9
|
|
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3.7
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%
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|
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|
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Swineford National Bank
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14
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|
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1.9
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%
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Schuylkill
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PA
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145,000
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Fulton Bank, N.A.
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14
|
|
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7
|
|
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10
|
|
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4.0
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%
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Snyder
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PA
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41,000
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Swineford National Bank
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8
|
|
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—
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2
|
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26.5
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%
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Union
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PA
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45,000
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Swineford National Bank
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8
|
|
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1
|
|
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5
|
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6.9
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%
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York
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PA
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443,000
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Fulton Bank, N.A.
|
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15
|
|
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13
|
|
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4
|
|
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10.6
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%
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New Castle
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DE
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558,000
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Fulton Bank, N.A.
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15
|
|
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35
|
|
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12
|
|
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0.2
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%
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Sussex
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DE
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216,000
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Fulton Bank, N.A.
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15
|
|
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2
|
|
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3
|
|
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8.1
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%
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Anne Arundel
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MD
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567,000
|
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The Columbia Bank
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29
|
|
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15
|
|
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21
|
|
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0.3
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%
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Baltimore
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MD
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833,000
|
|
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The Columbia Bank
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37
|
|
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21
|
|
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23
|
|
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0.8
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%
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Baltimore City
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MD
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623,000
|
|
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The Columbia Bank
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30
|
|
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19
|
|
|
12
|
|
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0.3
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%
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Cecil
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MD
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103,000
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|
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The Columbia Bank
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7
|
|
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4
|
|
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3
|
|
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13.5
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%
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Frederick
|
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MD
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247,000
|
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The Columbia Bank
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17
|
|
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6
|
|
|
15
|
|
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0.8
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%
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Howard
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MD
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317,000
|
|
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The Columbia Bank
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20
|
|
|
5
|
|
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5
|
|
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8.7
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%
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Montgomery
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MD
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1,049,000
|
|
|
The Columbia Bank
|
|
32
|
|
|
22
|
|
|
36
|
|
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0.2
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%
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Prince George's
|
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MD
|
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919,000
|
|
|
The Columbia Bank
|
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19
|
|
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20
|
|
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21
|
|
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0.7
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%
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Washington
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MD
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150,000
|
|
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The Columbia Bank
|
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12
|
|
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3
|
|
|
2
|
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20.4
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%
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Atlantic
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NJ
|
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275,000
|
|
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Fulton Bank of New Jersey
|
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16
|
|
|
9
|
|
|
12
|
|
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1.4
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%
|
Burlington
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NJ
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449,000
|
|
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Fulton Bank of New Jersey
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20
|
|
|
18
|
|
|
16
|
|
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0.9
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%
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Camden
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NJ
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510,000
|
|
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Fulton Bank of New Jersey
|
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21
|
|
|
14
|
|
|
11
|
|
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2.3
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%
|
Cumberland
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NJ
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157,000
|
|
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Fulton Bank of New Jersey
|
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12
|
|
|
6
|
|
|
13
|
|
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1.9
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%
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Gloucester
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NJ
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292,000
|
|
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Fulton Bank of New Jersey
|
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23
|
|
|
6
|
|
|
2
|
|
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14.3
|
%
|
|
|
|
|
|
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No. of Financial
Institutions |
|
Deposit Market Share
(June 30, 2015) |
|||||||||
County
|
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State
|
|
Population
(2015 Est.) |
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Banking Subsidiary
|
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Banks/
Thrifts |
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Credit
Unions |
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Rank
|
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%
|
|||||
Hunterdon
|
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NJ
|
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126,000
|
|
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Fulton Bank of New Jersey
|
|
16
|
|
|
7
|
|
|
11
|
|
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2.5
|
%
|
Mercer
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NJ
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373,000
|
|
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Fulton Bank of New Jersey
|
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24
|
|
|
26
|
|
|
19
|
|
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0.9
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%
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Middlesex
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NJ
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845,000
|
|
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Fulton Bank of New Jersey
|
|
46
|
|
|
38
|
|
|
30
|
|
|
0.3
|
%
|
Monmouth
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NJ
|
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629,000
|
|
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Fulton Bank of New Jersey
|
|
27
|
|
|
12
|
|
|
26
|
|
|
0.5
|
%
|
Morris
|
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NJ
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501,000
|
|
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Fulton Bank of New Jersey
|
|
31
|
|
|
27
|
|
|
15
|
|
|
1.3
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%
|
Ocean
|
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NJ
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590,000
|
|
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Fulton Bank of New Jersey
|
|
21
|
|
|
7
|
|
|
18
|
|
|
0.8
|
%
|
Salem
|
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NJ
|
|
64,000
|
|
|
Fulton Bank of New Jersey
|
|
8
|
|
|
3
|
|
|
1
|
|
|
25.2
|
%
|
Somerset
|
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NJ
|
|
335,000
|
|
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Fulton Bank of New Jersey
|
|
29
|
|
|
10
|
|
|
9
|
|
|
2.6
|
%
|
Warren
|
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NJ
|
|
107,000
|
|
|
Fulton Bank of New Jersey
|
|
13
|
|
|
5
|
|
|
5
|
|
|
8.4
|
%
|
Chesapeake City
|
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VA
|
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238,000
|
|
|
Fulton Bank, N.A.
|
|
14
|
|
|
10
|
|
|
10
|
|
|
1.6
|
%
|
Fairfax
|
|
VA
|
|
1,144,000
|
|
|
Fulton Bank, N.A.
|
|
36
|
|
|
19
|
|
|
41
|
|
|
0.1
|
%
|
Henrico
|
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VA
|
|
325,000
|
|
|
Fulton Bank, N.A.
|
|
24
|
|
|
18
|
|
|
18
|
|
|
0.7
|
%
|
Manassas
|
|
VA
|
|
43,000
|
|
|
Fulton Bank, N.A.
|
|
14
|
|
|
1
|
|
|
11
|
|
|
2.0
|
%
|
Newport News
|
|
VA
|
|
184,000
|
|
|
Fulton Bank, N.A.
|
|
12
|
|
|
4
|
|
|
15
|
|
|
0.5
|
%
|
Richmond City
|
|
VA
|
|
221,000
|
|
|
Fulton Bank, N.A.
|
|
18
|
|
|
7
|
|
|
15
|
|
|
0.2
|
%
|
Virginia Beach
|
|
VA
|
|
455,000
|
|
|
Fulton Bank, N.A.
|
|
16
|
|
|
7
|
|
|
10
|
|
|
1.6
|
%
|
•
|
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;
|
•
|
Continue to require the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio of 4.00% of average assets; and
|
•
|
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are being phased out as a component of Tier 1 capital for institutions of the Corporation's size. In July 2015, the previously outstanding trust preferred securities issued by Fulton Capital Trust I were redeemed.
|
•
|
Establishment of anti-money laundering programs;
|
•
|
Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time;
|
•
|
Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and
|
•
|
Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.
|
Name
|
|
Age
|
|
Office Held and Term of Office
|
E. Philip Wenger
|
|
58
|
|
Director of the Corporation since 2009. Mr. Wenger was appointed Chairman of the Board, President and Chief Executive Officer of the Corporation in January 2013. He previously served as President and Chief Operating Officer of the Corporation from 2008 to 2012, a Director of Fulton Bank, N.A. from 2003 to 2009, Chairman of Fulton Bank, N.A. from 2006 to 2009 and has been employed by the Corporation in a number of positions since 1979.
|
|
|
|
|
|
Patrick S. Barrett
|
|
52
|
|
Senior Executive Vice President and Chief Financial Officer of the Corporation effective January 1, 2014. Mr. Barrett joined the Corporation as Senior Executive Vice President in November 2013. He held multiple roles with SunTrust Banks, Inc. in the three years prior to joining the Corporation, ending as Chief Financial Officer of SunTrust Wholesale Bank from 2011 to 2013. Mr. Barrett previously held a number of senior finance and managing director roles with JPMorgan Chase & Co. from 2003 to 2010, ending as Managing Director - Investor Relations. He spent 10 years as a Certified Public Accountant with Deloitte Touche Tohmatsu from 1993 to 2003, ending as an Audit Partner, Financial Services in 2003.
|
|
|
|
|
|
Meg R. Mueller
|
|
51
|
|
Senior Executive Vice President and Chief Credit Officer of the Corporation since July 2013. Executive Vice President and Chief Credit Officer since 2010. Ms. Mueller has been employed by the Corporation in a number of positions since 1996.
|
|
|
|
|
|
Curtis J. Myers
|
|
47
|
|
Senior Executive Vice President of the Corporation; and President and Chief Operating Officer of Fulton Bank, N.A. since July 2013. President and Chief Operating Officer of Fulton Bank, N.A. and Executive Vice President of the Corporation since August 2011. President and Chief Operating Officer of Fulton Bank, N.A. since February 2009. Mr. Myers has been employed by Fulton Bank, N.A. in a number of positions since 1990.
|
|
|
|
|
|
Craig A. Roda
|
|
59
|
|
Senior Executive Vice President of Community Banking of the Corporation since July 2011; and Chairman and Chief Executive Officer of Fulton Bank, N.A., since February 2009. Chief Executive Officer and President of Fulton Bank, N.A. from 2006 to 2009. Mr. Roda has been employed by the Corporation in a number of positions since 1979.
|
|
|
|
|
|
Philmer H. Rohrbaugh
|
|
63
|
|
Senior Executive Vice President and Chief Risk Officer of the Corporation since November 2012. Mr. Rohrbaugh was a managing partner of KPMG, LLP's Chicago office from 2009 to 2012; Vice Chairman Industries and part of the U.S. Management Committee of KPMG from 2006 to 2009; and joined KPMG in 2002. He has more than 25 years of experience in various management positions. Mr. Rohrbaugh is a Certified Public Accountant and currently serves as a director of a public manufacturing company.
|
|
|
|
|
|
Angela M. Sargent
|
|
48
|
|
Senior Executive Vice President and Chief Information Officer of the Corporation since July 2013. Executive Vice President and Chief Information Officer since 2002. Ms. Sargent has been employed by the Corporation in a number of positions since 1992.
|
•
|
borrowers may not be able to pay interest on, and repay their principal of, outstanding loans;
|
•
|
the value of the collateral securing the Corporation's loans to borrowers may decline; and
|
•
|
demand for loans, as well as and other products and services the Corporation offers, may decline.
|
•
|
Supervision, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws;
|
•
|
Additional stress testing requirements;
|
•
|
A modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear a greater portion of the cost of raising the FDIC reserve ratio to 1.35% as required by the Dodd-Frank Act;
|
•
|
Heightened compliance standards under the Volcker Rule; and
|
•
|
Enhanced bank regulatory supervision as a larger financial institution.
|
•
|
The efficiencies sought may not be achieved;
|
•
|
Some customers may not receive the change in business model in a positive manner, and relationships with these customers may be jeopardized;
|
•
|
The changes in organizational structure and the evolution of the Corporation’s culture that will be required to support the transition to the new business model may lead to dissatisfaction among employees which could make it more difficult for the Corporation to retain key employees;
|
•
|
The transition to the new business model may create operational and other challenges that are disruptive to the Corporation’s business; and
|
•
|
Expenses will be incurred in the implementation of the new business model, and the implementation process may distract the Corporation from the achievement of other fundamental business objectives.
|
•
|
In the current, prolonged low interest rate environment, the Corporation’s net interest margin has been compressed, and it is possible that a net interest margin that is lower than historical levels could continue for some time. As a result, income growth will likely need to come from growth in the volume of earning assets, particularly loans, and an increase in non-interest income. However, customer demand and competition could make such income growth difficult to achieve;
|
•
|
In recent years, reductions in the Corporation’s provision for credit losses have had a significant favorable impact on the Corporation’s earnings, in comparison to earlier years, during which credit losses and the provision for credit losses were elevated. Significant further reductions in the provision for loan losses are not likely;
|
•
|
Operating expenses, particularly in the compliance and risk management areas, have been elevated, and such expenses are unlikely to be reduced in the near future; and
|
•
|
Growth through acquisition or branching to supplement organic growth is unlikely to occur while the Consent Orders referenced above are in place, due to an inability to obtain the required regulatory approvals.
|
Subsidiary Bank
|
|
Owned
|
|
Leased
|
|
Total Branches
|
|||
Fulton Bank, N.A.
|
|
44
|
|
|
68
|
|
|
112
|
|
Fulton Bank of New Jersey
|
|
36
|
|
|
29
|
|
|
65
|
|
The Columbia Bank
|
|
8
|
|
|
23
|
|
|
31
|
|
Lafayette Ambassador Bank
|
|
4
|
|
|
17
|
|
|
21
|
|
FNB Bank, N.A.
|
|
5
|
|
|
2
|
|
|
7
|
|
Swineford National Bank
|
|
5
|
|
|
2
|
|
|
7
|
|
Total
|
|
102
|
|
|
141
|
|
|
243
|
|
Entity
|
|
Property
|
|
Location
|
|
Owned/Leased
|
Fulton Bank, N.A./Fulton Financial Corporation
|
|
Corporate Headquarters
|
|
Lancaster, PA
|
|
(1)
|
Fulton Financial Corporation
|
|
Operations Center
|
|
East Petersburg, PA
|
|
Owned
|
Fulton Bank, N.A.
|
|
Operations Center
|
|
Mantua, NJ
|
|
Owned
|
(1)
|
Includes approximately 100,000 square feet which is owned by an independent third party who financed the construction through a loan from Fulton Bank, N.A. The Corporation is leasing this space from the third party in an arrangement accounted for as a capital lease. The lease term expires in 2027. The Corporation owns the remainder of the Corporate Headquarters location. This property also includes a Fulton Bank, N.A. branch, which is included in the preceding table.
|
|
|
Price Range
|
|
Per
Share Dividend |
||||||||
|
|
High
|
|
Low
|
|
|||||||
2015
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
12.68
|
|
|
$
|
11.00
|
|
|
$
|
0.09
|
|
Second Quarter
|
|
13.52
|
|
|
11.85
|
|
|
0.09
|
|
|||
Third Quarter
|
|
13.66
|
|
|
11.60
|
|
|
0.09
|
|
|||
Fourth Quarter
|
|
14.59
|
|
|
11.61
|
|
|
0.11
|
|
|||
2014
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
13.18
|
|
|
$
|
11.73
|
|
|
$
|
0.08
|
|
Second Quarter
|
|
13.16
|
|
|
11.35
|
|
|
0.08
|
|
|||
Third Quarter
|
|
12.71
|
|
|
11.05
|
|
|
0.08
|
|
|||
Fourth Quarter
|
|
12.67
|
|
|
10.43
|
|
|
0.10
|
|
Plan Category
|
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights (1) |
|
Weighted-average exercise price of outstanding options, warrants and rights (2)
|
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3) |
||||
Equity compensation plans approved by security holders
|
|
3,770,889
|
|
|
$
|
12.31
|
|
|
14,014,131
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
3,770,889
|
|
|
$
|
12.31
|
|
|
14,014,131
|
|
|
|
Year Ending December 31
|
||||||||||||||||||||||
Index
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Fulton Financial Corporation
|
|
$
|
100.00
|
|
|
$
|
96.85
|
|
|
$
|
97.76
|
|
|
$
|
136.69
|
|
|
$
|
132.79
|
|
|
$
|
144.00
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.45
|
|
|
$
|
156.82
|
|
|
$
|
178.28
|
|
|
$
|
180.75
|
|
NASDAQ Bank Index
|
|
$
|
100.00
|
|
|
$
|
89.50
|
|
|
$
|
106.23
|
|
|
$
|
150.55
|
|
|
$
|
157.95
|
|
|
$
|
171.92
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
SUMMARY OF INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
583,789
|
|
|
$
|
596,078
|
|
|
$
|
609,689
|
|
|
$
|
647,496
|
|
|
$
|
693,698
|
|
Interest expense
|
83,795
|
|
|
81,211
|
|
|
82,495
|
|
|
103,168
|
|
|
133,538
|
|
|||||
Net interest income
|
499,994
|
|
|
514,867
|
|
|
527,194
|
|
|
544,328
|
|
|
560,160
|
|
|||||
Provision for credit losses
|
2,250
|
|
|
12,500
|
|
|
40,500
|
|
|
94,000
|
|
|
135,000
|
|
|||||
Investment securities gains, net
|
9,066
|
|
|
2,041
|
|
|
8,004
|
|
|
3,026
|
|
|
4,561
|
|
|||||
Non-interest income, excluding investment securities gains
|
172,773
|
|
|
165,338
|
|
|
179,660
|
|
|
213,386
|
|
|
182,932
|
|
|||||
Loss on redemption of trust preferred securities
|
5,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-interest expense, excluding loss on redemption of trust preferred securities
|
474,534
|
|
|
459,246
|
|
|
461,433
|
|
|
449,294
|
|
|
416,242
|
|
|||||
Income before income taxes
|
199,423
|
|
|
210,500
|
|
|
212,925
|
|
|
217,446
|
|
|
196,411
|
|
|||||
Income taxes
|
49,921
|
|
|
52,606
|
|
|
51,085
|
|
|
57,601
|
|
|
50,838
|
|
|||||
Net income
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
|
$
|
159,845
|
|
|
$
|
145,573
|
|
PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (basic)
|
$
|
0.85
|
|
|
$
|
0.85
|
|
|
$
|
0.84
|
|
|
$
|
0.80
|
|
|
$
|
0.73
|
|
Net income (diluted)
|
0.85
|
|
|
0.84
|
|
|
0.83
|
|
|
0.80
|
|
|
0.73
|
|
|||||
Cash dividends
|
0.38
|
|
|
0.34
|
|
|
0.32
|
|
|
0.30
|
|
|
0.20
|
|
|||||
RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.86
|
%
|
|
0.93
|
%
|
|
0.96
|
%
|
|
0.98
|
%
|
|
0.90
|
%
|
|||||
Return on average common shareholders’ equity
|
7.38
|
|
|
7.62
|
|
|
7.88
|
|
|
7.79
|
|
|
7.45
|
|
|||||
Return on average tangible common shareholders’ equity (1)
|
10.01
|
|
|
10.31
|
|
|
10.76
|
|
|
10.73
|
|
|
10.54
|
|
|||||
Net interest margin
|
3.21
|
|
|
3.39
|
|
|
3.50
|
|
|
3.76
|
|
|
3.90
|
|
|||||
Efficiency ratio (1)
|
68.61
|
|
|
65.65
|
|
|
63.39
|
|
|
57.61
|
|
|
54.27
|
|
|||||
Dividend payout ratio
|
44.71
|
|
|
40.48
|
|
|
38.55
|
|
|
37.50
|
|
|
27.40
|
|
|||||
Average equity to assets ratio
|
11.64
|
|
|
12.22
|
|
|
12.22
|
|
|
12.62
|
|
|
12.12
|
|
|||||
PERIOD-END BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
|
$
|
16,934,634
|
|
|
$
|
16,533,097
|
|
|
$
|
16,375,174
|
|
Investment securities
|
2,484,773
|
|
|
2,323,371
|
|
|
2,568,434
|
|
|
2,721,082
|
|
|
2,596,347
|
|
|||||
Loans, net of unearned income
|
13,838,602
|
|
|
13,111,716
|
|
|
12,782,220
|
|
|
12,146,971
|
|
|
11,971,223
|
|
|||||
Deposits
|
14,132,317
|
|
|
13,367,506
|
|
|
12,491,186
|
|
|
12,484,163
|
|
|
12,535,015
|
|
|||||
Short-term borrowings
|
497,663
|
|
|
329,719
|
|
|
1,258,629
|
|
|
868,399
|
|
|
597,033
|
|
|||||
FHLB advances and long-term debt
|
949,542
|
|
|
1,139,413
|
|
|
883,584
|
|
|
894,253
|
|
|
1,040,149
|
|
|||||
Shareholders’ equity
|
2,041,894
|
|
|
1,996,665
|
|
|
2,063,187
|
|
|
2,081,656
|
|
|
1,992,539
|
|
|||||
AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
17,406,843
|
|
|
$
|
16,959,507
|
|
|
$
|
16,811,337
|
|
|
$
|
16,257,776
|
|
|
$
|
16,114,343
|
|
Investment securities
|
2,359,689
|
|
|
2,480,454
|
|
|
2,718,174
|
|
|
2,766,552
|
|
|
2,637,130
|
|
|||||
Loans, net of unearned income
|
13,330,973
|
|
|
12,885,180
|
|
|
12,578,524
|
|
|
11,968,567
|
|
|
11,906,447
|
|
|||||
Deposits
|
13,747,113
|
|
|
12,867,663
|
|
|
12,473,184
|
|
|
12,392,580
|
|
|
12,455,065
|
|
|||||
Short-term borrowings
|
323,772
|
|
|
832,839
|
|
|
1,196,323
|
|
|
690,883
|
|
|
495,791
|
|
|||||
FHLB advances and long-term debt
|
1,023,972
|
|
|
965,601
|
|
|
889,461
|
|
|
933,727
|
|
|
1,034,475
|
|
|||||
Shareholders’ equity
|
2,026,883
|
|
|
2,071,640
|
|
|
2,053,821
|
|
|
2,050,994
|
|
|
1,953,396
|
|
(1)
|
Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles (GAAP). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the following heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" below.
|
•
|
the impact of adverse conditions in the economy and capital markets on the performance of the Corporation’s loan portfolio and demand for the Corporation’s products and services;
|
•
|
increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated collection and carrying costs related to such non-performing assets;
|
•
|
investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;
|
•
|
the effects of market interest rates, and the relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;
|
•
|
the effects of changes in interest rates on demand for the Corporation’s products and services;
|
•
|
the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;
|
•
|
the Corporation’s ability to manage liquidity, both at the holding company level and at its bank subsidiaries;
|
•
|
the impact of increased regulatory scrutiny of the banking industry;
|
•
|
the effects of the increasing amounts of time and expense associated with regulatory compliance and risk management;
|
•
|
the potential for negative consequences from regulatory violations, including potential supervisory actions and the assessment of fines and penalties;
|
•
|
the additional time, expense and investment required to comply with, and the restrictions on potential growth and investment activities resulting from, the existing enforcement orders applicable to the Corporation and its bank subsidiaries by federal and state bank regulatory agencies requiring improvement in compliance functions and other remedial actions, or any future enforcement orders;
|
•
|
the Corporation’s ability to manage the uncertainty associated with the delay in implementing many of the regulations mandated by the Dodd-Frank Act;
|
•
|
the effects of negative publicity on the Corporation’s reputation;
|
•
|
the effects of adverse outcomes in litigation and governmental or administrative proceedings;
|
•
|
the Corporation’s ability to successfully transform its business model;
|
•
|
the Corporation’s ability to achieve its growth plans;
|
•
|
the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;
|
•
|
the Corporation’s ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;
|
•
|
the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;
|
•
|
the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;
|
•
|
the failure or circumvention of the Corporation’s system of internal controls;
|
•
|
the loss of, or failure to safeguard, confidential or proprietary information;
|
•
|
the Corporation’s failure to identify and to address cyber-security risks;
|
•
|
the Corporation’s ability to keep pace with technological changes;
|
•
|
the Corporation’s ability to attract and retain talented personnel;
|
•
|
capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s ability to generate capital internally or raise capital on favorable terms;
|
•
|
the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions; and
|
•
|
the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets.
|
|
2015
|
|
2014
|
||||
Net income (in thousands)
|
$
|
149,502
|
|
|
$
|
157,894
|
|
Diluted net income per share
|
$
|
0.85
|
|
|
$
|
0.84
|
|
Return on average assets
|
0.86
|
%
|
|
0.93
|
%
|
||
Return on average equity
|
7.38
|
%
|
|
7.62
|
%
|
||
Return on average tangible equity (1)
|
10.01
|
%
|
|
10.31
|
%
|
||
Net interest margin (2)
|
3.21
|
%
|
|
3.39
|
%
|
||
Efficiency ratio (1)
|
68.61
|
%
|
|
65.65
|
%
|
(1)
|
Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. Selected Financial Data.
|
(2)
|
Presented on an FTE basis, using a 35% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of Management’s Discussion.
|
•
|
Net Income Per Share Growth
- Diluted net income per share increased
$0.01
, or
1.2%
, to
$0.85
per diluted share, compared to
$0.84
in
2014
. This increase was due to a 10.4 million, or 5.6%, decrease in weighted average diluted shares outstanding as net income decreased
$8.4 million
, or
5.3%
, in comparison to
2014
. The decrease in net income was driven by a
$14.9 million
, or
2.9%
, decrease in net interest income and a
$20.9 million
, or
4.6%
, increase in non-interest expense, partially offset by a
$10.3 million
decrease in the provision for credit losses and a
$14.5 million
, or
8.6%
, increase in non-interest income, mainly in investment securities gains and other service charges and fees.
|
•
|
Net Interest Income and Net Interest Margin
- The
$14.9 million
decrease in net interest income resulted from the impact of a lower net interest margin, partially offset by the impact of growth in interest-earning assets. For the year ended
December 31, 2015
, the net interest margin decreased
18
basis points, or
5.3%
, in comparison to 2014, driven by an
18
basis point decrease in yields on interest-earning assets and a 2 basis point increase in the cost of interest-bearing liabilities.
|
•
|
Loan Growth
- Average loans increased
$445.8 million
, or
3.5%
, in comparison to
2014
, with notable increases in commercial - industrial, financial and agricultural, commercial mortgages and construction loans. The Corporation's loan growth occurred throughout most of its markets.
|
•
|
Asset Quality
- Overall asset quality continued to improve in
2015
, with decreases in net charge-offs and overall delinquency levels driving a
$10.3 million
decrease in the provision for credit losses to
$2.3 million
.
|
•
|
Deposit Growth
- Average deposits increased
$879.5 million
, or
6.8%
, in comparison to
2014
, with the increase coming almost entirely in demand and savings accounts. Average deposit growth outpaced loan growth, which enhanced the Corporation's funding position by reducing the average loan-to-deposit ratio to 97.0% for the year ended
December 31, 2015
from 100.1% for the year ended December 31, 2014.
|
•
|
Non-Interest Income
- Non-interest income increased
$14.5 million
, or
8.6%
, in comparison to
2014
, primarily driven by a
$7.0 million
increase in gains on sales of investment securities and a
$4.1 million
, or
10.3%
, increase in other service charges and fee income.
|
•
|
Non-Interest Expense
- Non-interest expense increased
$20.9 million
, or
4.6%
, in comparison to
2014
, driven largely by a
$9.8 million
, or
3.9%
, increase in salaries and employee benefits, a
$5.6 million
loss incurred on the redemption of trust preferred securities (TruPS), a
$2.7 million
, or
15.9%
, increase in data processing and a
$2.0 million
, or
15.6%
, increase in software. Excluding the loss incurred on the TruPS, non-interest expense increased $15.3 million, or 3.3%, compared to 2014.
|
|
2015 Actual
|
|
2014 Actual
|
|
2014 and 2015 Combined Estimated Future Annualized Cost Savings
|
|||||||||||||||||||||
|
Implementation Expenses
|
|
Expense Reductions
|
|
Net
|
|
Implementation Expenses (Gains)
|
|
Expense Reductions
|
|
Net
|
|
||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||
Branch consolidations
|
$
|
1,570
|
|
|
$
|
(1,590
|
)
|
|
(20
|
)
|
|
$
|
2,080
|
|
|
$
|
(2,400
|
)
|
|
$
|
(320
|
)
|
|
$
|
(6,250
|
)
|
Subsidiary bank management reductions and other employee benefit reductions
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,100
|
)
|
|
(4,550
|
)
|
|
(5,650
|
)
|
|
(4,700
|
)
|
||||||
Modification of retirement benefits and staffing reductions
|
450
|
|
|
(3,065
|
)
|
|
(2,615
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,470
|
)
|
||||||
Total cost savings initiatives
|
$
|
2,020
|
|
|
$
|
(4,655
|
)
|
|
(2,635
|
)
|
|
$
|
980
|
|
|
$
|
(6,950
|
)
|
|
$
|
(5,970
|
)
|
|
$
|
(14,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Regulatory Enforcement Orders
- The Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective Federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the BSA/AML Compliance Program), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the BSA/AML Requirements).
|
•
|
annual mid- to high- single digit growth rate in average loans and deposits;
|
•
|
net interest margin expected to be stable on an annual basis (based on current interest rate environment) with modest quarterly volatility of plus or minus 0 to 3 basis points;
|
•
|
provision for credit losses driven primarily by loan growth;
|
•
|
annual mid- to high- single digit growth rate in non-interest income, excluding the impact of securities gains;
|
•
|
annual low- to mid- single digit growth rate in non-interest expense (excluding loss on redemption of TruPS incurred in 2015); and
|
•
|
focus on utilizing capital to support growth and provide appropriate returns to shareholders.
|
•
|
Identification of potential problem loans in a timely manner.
For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in the loan.
|
•
|
Proper collateral valuation of impaired loans evaluated for impairment under FASB ASC Section 310-10-35.
Substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million are measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial loans. Commercial loans may also be secured by real property.
|
•
|
Proper measurement of allowance needs for pools of loans measured for impairment under FASB ASC Subtopic 450-20.
For loan loss allocation purposes, loans are segmented into pools with similar characteristics. These pools are established by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, net of unearned income," within Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements. Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. For commercial loans, class segments include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments are based on collateral types and include direct consumer installment loans and indirect automobile loans.
|
•
|
Overall assessment of the risk profile of the loan portfolio.
The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. An unallocated allowance is maintained for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure.
|
•
|
Level 1 – Inputs that represent quoted prices for identical instruments in active markets.
|
•
|
Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
|
•
|
Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
Average
Balance |
|
Interest (1)
|
|
Yield/
Rate |
|
Average
Balance |
|
Interest (1)
|
|
Yield/
Rate |
|
Average
Balance |
|
Interest (1)
|
|
Yield/
Rate |
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans, net of unearned income (2)
|
$
|
13,330,973
|
|
|
$
|
537,979
|
|
|
4.04
|
%
|
|
$
|
12,885,180
|
|
|
$
|
542,540
|
|
|
4.21
|
%
|
|
$
|
12,578,524
|
|
|
$
|
552,427
|
|
|
4.39
|
%
|
Taxable investment securities (3)
|
2,093,829
|
|
|
45,279
|
|
|
2.16
|
|
|
2,189,510
|
|
|
50,651
|
|
|
2.31
|
|
|
2,391,650
|
|
|
54,321
|
|
|
2.27
|
|
||||||
Tax-exempt investment securities (3)
|
230,633
|
|
|
12,120
|
|
|
5.26
|
|
|
261,825
|
|
|
13,810
|
|
|
5.27
|
|
|
285,174
|
|
|
14,577
|
|
|
5.11
|
|
||||||
Equity securities (3)
|
23,348
|
|
|
1,295
|
|
|
5.54
|
|
|
33,957
|
|
|
1,728
|
|
|
5.09
|
|
|
38,722
|
|
|
1,829
|
|
|
4.72
|
|
||||||
Total investment securities
|
2,347,810
|
|
|
58,694
|
|
|
2.50
|
|
|
2,485,292
|
|
|
66,189
|
|
|
2.66
|
|
|
2,715,546
|
|
|
70,727
|
|
|
2.60
|
|
||||||
Loans held for sale
|
19,937
|
|
|
801
|
|
|
4.02
|
|
|
17,524
|
|
|
786
|
|
|
4.49
|
|
|
36,561
|
|
|
1,551
|
|
|
4.24
|
|
||||||
Other interest-earning assets
|
447,354
|
|
|
4,785
|
|
|
1.07
|
|
|
314,345
|
|
|
4,018
|
|
|
1.28
|
|
|
229,444
|
|
|
2,264
|
|
|
0.99
|
|
||||||
Total interest-earning assets
|
16,146,074
|
|
|
602,259
|
|
|
3.73
|
|
|
15,702,341
|
|
|
613,533
|
|
|
3.91
|
|
|
15,560,075
|
|
|
626,969
|
|
|
4.03
|
|
||||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and due from banks
|
105,359
|
|
|
|
|
|
|
177,664
|
|
|
|
|
|
|
207,931
|
|
|
|
|
|
||||||||||||
Premises and equipment
|
226,436
|
|
|
|
|
|
|
224,903
|
|
|
|
|
|
|
226,041
|
|
|
|
|
|
||||||||||||
Other assets (3)
|
1,103,427
|
|
|
|
|
|
|
1,049,765
|
|
|
|
|
|
|
1,037,338
|
|
|
|
|
|
||||||||||||
Less: Allowance for loan losses
|
(174,453
|
)
|
|
|
|
|
|
(195,166
|
)
|
|
|
|
|
|
(220,048
|
)
|
|
|
|
|
||||||||||||
Total Assets
|
$
|
17,406,843
|
|
|
|
|
|
|
$
|
16,959,507
|
|
|
|
|
|
|
$
|
16,811,337
|
|
|
|
|
|
|||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
$
|
3,255,192
|
|
|
$
|
4,299
|
|
|
0.13
|
%
|
|
$
|
3,013,879
|
|
|
$
|
3,793
|
|
|
0.13
|
%
|
|
$
|
2,822,583
|
|
|
$
|
3,656
|
|
|
0.13
|
%
|
Savings deposits
|
3,677,079
|
|
|
5,435
|
|
|
0.15
|
|
|
3,431,957
|
|
|
4,298
|
|
|
0.13
|
|
|
3,363,943
|
|
|
4,096
|
|
|
0.12
|
|
||||||
Time deposits
|
2,988,648
|
|
|
30,748
|
|
|
1.03
|
|
|
2,992,920
|
|
|
27,019
|
|
|
0.90
|
|
|
3,129,162
|
|
|
29,018
|
|
|
0.93
|
|
||||||
Total interest-bearing deposits
|
9,920,919
|
|
|
40,482
|
|
|
0.41
|
|
|
9,438,756
|
|
|
35,110
|
|
|
0.37
|
|
|
9,315,688
|
|
|
36,770
|
|
|
0.39
|
|
||||||
Short-term borrowings
|
323,772
|
|
|
372
|
|
|
0.11
|
|
|
832,839
|
|
|
1,608
|
|
|
0.19
|
|
|
1,196,323
|
|
|
2,420
|
|
|
0.20
|
|
||||||
Long-term debt
|
1,023,972
|
|
|
42,941
|
|
|
4.19
|
|
|
965,601
|
|
|
44,493
|
|
|
4.61
|
|
|
889,461
|
|
|
43,305
|
|
|
4.87
|
|
||||||
Total interest-bearing liabilities
|
11,268,663
|
|
|
83,795
|
|
|
0.74
|
|
|
11,237,196
|
|
|
81,211
|
|
|
0.72
|
|
|
11,401,472
|
|
|
82,495
|
|
|
0.72
|
|
||||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
3,826,194
|
|
|
|
|
|
|
3,428,907
|
|
|
|
|
|
|
3,157,496
|
|
|
|
|
|
||||||||||||
Other
|
285,103
|
|
|
|
|
|
|
221,764
|
|
|
|
|
|
|
198,548
|
|
|
|
|
|
||||||||||||
Total Liabilities
|
15,379,960
|
|
|
|
|
|
|
14,887,867
|
|
|
|
|
|
|
14,757,516
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
2,026,883
|
|
|
|
|
|
|
2,071,640
|
|
|
|
|
|
|
2,053,821
|
|
|
|
|
|
||||||||||||
Total Liabilities and Shareholders' Equity
|
$
|
17,406,843
|
|
|
|
|
|
|
$
|
16,959,507
|
|
|
|
|
|
|
$
|
16,811,337
|
|
|
|
|
|
|||||||||
Net interest income/net interest margin (FTE)
|
|
|
518,464
|
|
|
3.21
|
%
|
|
|
|
532,322
|
|
|
3.39
|
%
|
|
|
|
544,474
|
|
|
3.50
|
%
|
|||||||||
Tax equivalent adjustment
|
|
|
(18,470
|
)
|
|
|
|
|
|
(17,455
|
)
|
|
|
|
|
|
(17,280
|
)
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
499,994
|
|
|
|
|
|
|
$
|
514,867
|
|
|
|
|
|
|
$
|
527,194
|
|
|
|
|
2015 vs. 2014 Increase (decrease) due to change in
|
|
2014 vs. 2013 Increase (decrease) due to change in
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||
Interest income on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
$
|
18,147
|
|
|
$
|
(22,708
|
)
|
|
$
|
(4,561
|
)
|
|
$
|
13,262
|
|
|
$
|
(23,149
|
)
|
|
$
|
(9,887
|
)
|
Taxable investment securities
|
(2,134
|
)
|
|
(3,238
|
)
|
|
(5,372
|
)
|
|
(4,661
|
)
|
|
991
|
|
|
(3,670
|
)
|
||||||
Tax-exempt investment securities
|
(646
|
)
|
|
(1,044
|
)
|
|
(1,690
|
)
|
|
(1,221
|
)
|
|
454
|
|
|
(767
|
)
|
||||||
Equity securities
|
(577
|
)
|
|
143
|
|
|
(434
|
)
|
|
(235
|
)
|
|
134
|
|
|
(101
|
)
|
||||||
Loans held for sale
|
102
|
|
|
(87
|
)
|
|
15
|
|
|
(849
|
)
|
|
84
|
|
|
(765
|
)
|
||||||
Other interest-earning assets
|
1,500
|
|
|
(732
|
)
|
|
768
|
|
|
975
|
|
|
779
|
|
|
1,754
|
|
||||||
Total interest income
|
$
|
16,392
|
|
|
$
|
(27,666
|
)
|
|
$
|
(11,274
|
)
|
|
$
|
7,271
|
|
|
$
|
(20,707
|
)
|
|
$
|
(13,436
|
)
|
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Demand deposits
|
$
|
359
|
|
|
$
|
147
|
|
|
$
|
506
|
|
|
$
|
243
|
|
|
$
|
(106
|
)
|
|
$
|
137
|
|
Savings deposits
|
302
|
|
|
835
|
|
|
1,137
|
|
|
84
|
|
|
118
|
|
|
202
|
|
||||||
Time deposits
|
(39
|
)
|
|
3,768
|
|
|
3,729
|
|
|
(1,242
|
)
|
|
(757
|
)
|
|
(1,999
|
)
|
||||||
Short-term borrowings
|
(725
|
)
|
|
(511
|
)
|
|
(1,236
|
)
|
|
(706
|
)
|
|
(106
|
)
|
|
(812
|
)
|
||||||
Long-term debt
|
2,607
|
|
|
(4,159
|
)
|
|
(1,552
|
)
|
|
3,585
|
|
|
(2,397
|
)
|
|
1,188
|
|
||||||
Total interest expense
|
$
|
2,504
|
|
|
$
|
80
|
|
|
$
|
2,584
|
|
|
$
|
1,964
|
|
|
$
|
(3,248
|
)
|
|
$
|
(1,284
|
)
|
Note:
|
Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of the direct changes that are attributable to each component.
|
|
2015
|
|
2014
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate - commercial mortgage
|
$
|
5,246,054
|
|
|
4.13
|
%
|
|
$
|
5,117,433
|
|
|
4.38
|
%
|
|
$
|
128,621
|
|
|
2.5
|
%
|
Commercial - industrial, financial and agricultural
|
3,882,998
|
|
|
3.80
|
|
|
3,659,059
|
|
|
3.94
|
|
|
223,939
|
|
|
6.1
|
|
|||
Real estate - home equity
|
1,700,851
|
|
|
4.10
|
|
|
1,738,449
|
|
|
4.17
|
|
|
(37,598
|
)
|
|
(2.2
|
)
|
|||
Real estate - residential mortgage
|
1,371,321
|
|
|
3.81
|
|
|
1,355,876
|
|
|
3.95
|
|
|
15,445
|
|
|
1.1
|
|
|||
Real estate - construction
|
726,914
|
|
|
3.88
|
|
|
631,968
|
|
|
4.04
|
|
|
94,946
|
|
|
15.0
|
|
|||
Consumer
|
265,688
|
|
|
5.57
|
|
|
277,853
|
|
|
5.11
|
|
|
(12,165
|
)
|
|
(4.4
|
)
|
|||
Leasing and other
|
137,147
|
|
|
6.76
|
|
|
104,542
|
|
|
8.40
|
|
|
32,605
|
|
|
31.2
|
|
|||
Total
|
$
|
13,330,973
|
|
|
4.04
|
%
|
|
$
|
12,885,180
|
|
|
4.21
|
%
|
|
$
|
445,793
|
|
|
3.5
|
%
|
|
2015
|
|
2014
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Noninterest-bearing demand
|
$
|
3,826,194
|
|
|
—
|
%
|
|
$
|
3,428,907
|
|
|
—
|
%
|
|
$
|
397,287
|
|
|
11.6
|
%
|
Interest-bearing demand
|
3,255,192
|
|
|
0.13
|
|
|
3,013,879
|
|
|
0.13
|
|
|
241,313
|
|
|
8.0
|
|
|||
Savings
|
3,677,079
|
|
|
0.15
|
|
|
3,431,957
|
|
|
0.13
|
|
|
245,122
|
|
|
7.1
|
|
|||
Total demand and savings
|
10,758,465
|
|
|
0.09
|
|
|
9,874,743
|
|
|
0.08
|
|
|
883,722
|
|
|
8.9
|
|
|||
Time deposits
|
2,988,648
|
|
|
1.03
|
|
|
2,992,920
|
|
|
0.90
|
|
|
(4,272
|
)
|
|
(0.1
|
)
|
|||
Total deposits
|
$
|
13,747,113
|
|
|
0.29
|
%
|
|
$
|
12,867,663
|
|
|
0.27
|
%
|
|
$
|
879,450
|
|
|
6.8
|
%
|
|
2015
|
|
2014
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customer repurchase agreements
|
$
|
161,093
|
|
|
0.10
|
%
|
|
$
|
197,432
|
|
|
0.10
|
%
|
|
$
|
(36,339
|
)
|
|
(18.4
|
)%
|
Customer short-term promissory notes
|
81,530
|
|
|
0.02
|
|
|
88,670
|
|
|
0.06
|
|
|
(7,140
|
)
|
|
(8.1
|
)
|
|||
Total short-term customer funding
|
242,623
|
|
|
0.07
|
|
|
286,102
|
|
|
0.08
|
|
|
(43,479
|
)
|
|
(15.2
|
)
|
|||
Federal funds purchased
|
65,779
|
|
|
0.21
|
|
|
285,169
|
|
|
0.20
|
|
|
(219,390
|
)
|
|
(76.9
|
)
|
|||
Short-term FHLB advances (1)
|
15,370
|
|
|
0.33
|
|
|
261,568
|
|
|
0.29
|
|
|
(246,198
|
)
|
|
(94.1
|
)
|
|||
Total short-term borrowings
|
323,772
|
|
|
0.11
|
|
|
832,839
|
|
|
0.19
|
|
|
(509,067
|
)
|
|
(61.1
|
)
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB Advances
|
622,978
|
|
|
3.43
|
|
|
583,893
|
|
|
3.79
|
|
|
39,085
|
|
|
6.7
|
|
|||
Other long-term debt
|
400,994
|
|
|
5.38
|
|
|
381,708
|
|
|
5.86
|
|
|
19,286
|
|
|
5.1
|
|
|||
Total long-term debt
|
1,023,972
|
|
|
4.19
|
|
|
965,601
|
|
|
4.61
|
|
|
58,371
|
|
|
6.0
|
|
|||
Total
|
$
|
1,347,744
|
|
|
3.21
|
%
|
|
$
|
1,798,440
|
|
|
2.56
|
%
|
|
$
|
(450,696
|
)
|
|
(25.1
|
)%
|
|
2014
|
|
2013
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate - commercial mortgage
|
$
|
5,117,433
|
|
|
4.38
|
%
|
|
$
|
4,864,460
|
|
|
4.65
|
%
|
|
$
|
252,973
|
|
|
5.2
|
%
|
Commercial - industrial, financial and agricultural
|
3,659,059
|
|
|
3.94
|
|
|
3,680,772
|
|
|
4.11
|
|
|
(21,713
|
)
|
|
(0.6
|
)
|
|||
Real estate - home equity
|
1,738,449
|
|
|
4.17
|
|
|
1,734,622
|
|
|
4.22
|
|
|
3,827
|
|
|
0.2
|
|
|||
Real estate - residential mortgage
|
1,355,876
|
|
|
3.95
|
|
|
1,312,127
|
|
|
4.13
|
|
|
43,749
|
|
|
3.3
|
|
|||
Real estate - construction
|
631,968
|
|
|
4.04
|
|
|
591,540
|
|
|
4.11
|
|
|
40,428
|
|
|
6.8
|
|
|||
Consumer
|
277,853
|
|
|
5.11
|
|
|
299,127
|
|
|
4.87
|
|
|
(21,274
|
)
|
|
(7.1
|
)
|
|||
Leasing and other
|
104,542
|
|
|
8.40
|
|
|
95,876
|
|
|
8.95
|
|
|
8,666
|
|
|
9.0
|
|
|||
Total
|
$
|
12,885,180
|
|
|
4.21
|
%
|
|
$
|
12,578,524
|
|
|
4.39
|
%
|
|
$
|
306,656
|
|
|
2.4
|
%
|
|
2014
|
|
2013
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Noninterest-bearing demand
|
$
|
3,428,907
|
|
|
—
|
%
|
|
$
|
3,157,496
|
|
|
—
|
%
|
|
$
|
271,411
|
|
|
8.6
|
%
|
Interest-bearing demand
|
3,013,879
|
|
|
0.13
|
|
|
2,822,583
|
|
|
0.13
|
|
|
191,296
|
|
|
6.8
|
|
|||
Savings
|
3,431,957
|
|
|
0.13
|
|
|
3,363,943
|
|
|
0.12
|
|
|
68,014
|
|
|
2.0
|
|
|||
Total demand and savings
|
9,874,743
|
|
|
0.08
|
|
|
9,344,022
|
|
|
0.08
|
|
|
530,721
|
|
|
5.7
|
|
|||
Time deposits
|
2,992,920
|
|
|
0.90
|
|
|
3,129,162
|
|
|
0.93
|
|
|
(136,242
|
)
|
|
(4.4
|
)
|
|||
Total deposits
|
$
|
12,867,663
|
|
|
0.27
|
%
|
|
$
|
12,473,184
|
|
|
0.29
|
%
|
|
$
|
394,479
|
|
|
3.2
|
%
|
|
2014
|
|
2013
|
|
Increase (Decrease) in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customer repurchase agreements
|
$
|
197,432
|
|
|
0.10
|
%
|
|
$
|
186,851
|
|
|
0.11
|
%
|
|
$
|
10,581
|
|
|
5.7
|
%
|
Customer short-term promissory notes
|
88,670
|
|
|
0.06
|
|
|
98,882
|
|
|
0.05
|
|
|
(10,212
|
)
|
|
(10.3
|
)
|
|||
Total short-term customer funding
|
286,102
|
|
|
0.08
|
|
|
285,733
|
|
|
0.09
|
|
|
369
|
|
|
0.1
|
|
|||
Federal funds purchased
|
285,169
|
|
|
0.20
|
|
|
612,803
|
|
|
0.23
|
|
|
(327,634
|
)
|
|
(53.5
|
)
|
|||
Short-term FHLB advances (1)
|
261,568
|
|
|
0.29
|
|
|
297,787
|
|
|
0.24
|
|
|
(36,219
|
)
|
|
(12.2
|
)
|
|||
Total short-term borrowings
|
832,839
|
|
|
0.19
|
|
|
1,196,323
|
|
|
0.20
|
|
|
(363,484
|
)
|
|
(30.4
|
)
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB Advances
|
583,893
|
|
|
3.79
|
|
|
519,876
|
|
|
4.14
|
|
|
64,017
|
|
|
12.3
|
|
|||
Other long-term debt
|
381,708
|
|
|
5.86
|
|
|
369,585
|
|
|
5.90
|
|
|
12,123
|
|
|
3.3
|
|
|||
Total long-term debt
|
965,601
|
|
|
4.61
|
|
|
889,461
|
|
|
4.87
|
|
|
76,140
|
|
|
8.6
|
|
|||
Total
|
$
|
1,798,440
|
|
|
2.56
|
%
|
|
$
|
2,085,784
|
|
|
2.19
|
%
|
|
$
|
(287,344
|
)
|
|
(13.8
|
)%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Service charges on deposit accounts:
|
|
|
|
|
|
|
|
|||||||
Overdraft fees
|
$
|
21,500
|
|
|
$
|
22,145
|
|
|
$
|
(645
|
)
|
|
(2.9
|
)%
|
Cash management fees
|
13,342
|
|
|
12,709
|
|
|
633
|
|
|
5.0
|
|
|||
Other
|
15,255
|
|
|
14,439
|
|
|
816
|
|
|
5.7
|
|
|||
Total service charges on deposit accounts
|
50,097
|
|
|
49,293
|
|
|
804
|
|
|
1.6
|
|
|||
Investment management and trust services
|
44,056
|
|
|
44,605
|
|
|
(549
|
)
|
|
(1.2
|
)
|
|||
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Merchant fees
|
15,037
|
|
|
13,826
|
|
|
1,211
|
|
|
8.8
|
|
|||
Debit card income
|
10,748
|
|
|
9,948
|
|
|
800
|
|
|
8.0
|
|
|||
Commercial loan swap fees
|
5,518
|
|
|
3,615
|
|
|
1,903
|
|
|
52.6
|
|
|||
Letter of credit fees
|
4,809
|
|
|
4,563
|
|
|
246
|
|
|
5.4
|
|
|||
Foreign currency processing income
|
1,436
|
|
|
1,248
|
|
|
188
|
|
|
15.1
|
|
|||
Other
|
6,444
|
|
|
6,696
|
|
|
(252
|
)
|
|
(3.8
|
)
|
|||
Total other service charges and fees
|
43,992
|
|
|
39,896
|
|
|
4,096
|
|
|
10.3
|
|
|||
Mortgage banking income:
|
|
|
|
|
|
|
|
|||||||
Gain on sales of mortgage loans
|
13,264
|
|
|
10,063
|
|
|
3,201
|
|
|
31.8
|
|
|||
Mortgage servicing income
|
4,944
|
|
|
7,044
|
|
|
(2,100
|
)
|
|
(29.8
|
)
|
|||
Total mortgage banking income
|
18,208
|
|
|
17,107
|
|
|
1,101
|
|
|
6.4
|
|
|||
Other non-interest income:
|
|
|
|
|
|
|
|
|||||||
Credit card income
|
9,638
|
|
|
9,177
|
|
|
461
|
|
|
5.0
|
|
|||
Other income
|
6,782
|
|
|
5,260
|
|
|
1,522
|
|
|
28.9
|
|
|||
Total other income
|
16,420
|
|
|
14,437
|
|
|
1,983
|
|
|
13.7
|
|
|||
Total, excluding investment securities gains
|
172,773
|
|
|
165,338
|
|
|
7,435
|
|
|
4.5
|
|
|||
Investment securities gains
|
9,066
|
|
|
2,041
|
|
|
7,025
|
|
|
344.2
|
|
|||
Total
|
$
|
181,839
|
|
|
$
|
167,379
|
|
|
$
|
14,460
|
|
|
8.6
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
260,832
|
|
|
$
|
251,021
|
|
|
$
|
9,811
|
|
|
3.9
|
%
|
Net occupancy expense
|
47,777
|
|
|
48,130
|
|
|
(353
|
)
|
|
(0.7
|
)
|
|||
Other outside services
|
27,785
|
|
|
28,404
|
|
|
(619
|
)
|
|
(2.2
|
)
|
|||
Data processing
|
19,894
|
|
|
17,162
|
|
|
2,732
|
|
|
15.9
|
|
|||
Software
|
14,746
|
|
|
12,758
|
|
|
1,988
|
|
|
15.6
|
|
|||
Equipment expense
|
14,514
|
|
|
13,567
|
|
|
947
|
|
|
7.0
|
|
|||
FDIC insurance
|
11,470
|
|
|
10,958
|
|
|
512
|
|
|
4.7
|
|
|||
Professional fees
|
11,244
|
|
|
12,097
|
|
|
(853
|
)
|
|
(7.1
|
)
|
|||
Supplies and postage
|
10,202
|
|
|
9,795
|
|
|
407
|
|
|
4.2
|
|
|||
Marketing
|
7,324
|
|
|
8,133
|
|
|
(809
|
)
|
|
(9.9
|
)
|
|||
Telecommunications
|
6,350
|
|
|
6,870
|
|
|
(520
|
)
|
|
(7.6
|
)
|
|||
Loss on redemption of trust preferred securities
|
5,626
|
|
|
—
|
|
|
5,626
|
|
|
N/M
|
|
|||
OREO and repossession expense
|
3,630
|
|
|
3,270
|
|
|
360
|
|
|
11.0
|
|
|||
Operating risk loss
|
3,624
|
|
|
4,271
|
|
|
(647
|
)
|
|
(15.1
|
)
|
|||
Intangible amortization
|
247
|
|
|
1,259
|
|
|
(1,012
|
)
|
|
(80.4
|
)
|
|||
Other
|
34,895
|
|
|
31,551
|
|
|
3,344
|
|
|
10.6
|
|
|||
Total
|
$
|
480,160
|
|
|
$
|
459,246
|
|
|
$
|
20,914
|
|
|
4.6
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Service charges on deposit accounts:
|
|
|
|
|
|
|
|
|||||||
Overdraft fees
|
$
|
22,145
|
|
|
$
|
28,222
|
|
|
$
|
(6,077
|
)
|
|
(21.5
|
)%
|
Cash management fees
|
12,709
|
|
|
11,883
|
|
|
826
|
|
|
7.0
|
|
|||
Other
|
14,439
|
|
|
15,365
|
|
|
(926
|
)
|
|
(6.0
|
)
|
|||
Total service charges on deposit accounts
|
49,293
|
|
|
55,470
|
|
|
(6,177
|
)
|
|
(11.1
|
)
|
|||
Investment management and trust services
|
44,605
|
|
|
41,706
|
|
|
2,899
|
|
|
7.0
|
|
|||
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Merchant fees
|
13,826
|
|
|
13,783
|
|
|
43
|
|
|
0.3
|
|
|||
Debit card income
|
9,948
|
|
|
9,191
|
|
|
757
|
|
|
8.2
|
|
|||
Letter of credit fees
|
4,563
|
|
|
4,889
|
|
|
(326
|
)
|
|
(6.7
|
)
|
|||
Commercial loan swap fees
|
3,615
|
|
|
1,159
|
|
|
2,456
|
|
|
211.9
|
|
|||
Foreign currency processing income
|
1,248
|
|
|
1,245
|
|
|
3
|
|
|
0.2
|
|
|||
Other
|
6,696
|
|
|
6,690
|
|
|
6
|
|
|
0.1
|
|
|||
Total other service charges and fees
|
39,896
|
|
|
36,957
|
|
|
2,939
|
|
|
8.0
|
|
|||
Mortgage banking income:
|
|
|
|
|
|
|
|
|||||||
Gain on sales of mortgage loans
|
10,063
|
|
|
24,609
|
|
|
(14,546
|
)
|
|
(59.1
|
)
|
|||
Mortgage servicing income
|
7,044
|
|
|
6,047
|
|
|
997
|
|
|
16.5
|
|
|||
Total mortgage banking income
|
17,107
|
|
|
30,656
|
|
|
(13,549
|
)
|
|
(44.2
|
)
|
|||
Other non-interest income:
|
|
|
|
|
|
|
|
|||||||
Credit card income
|
9,177
|
|
|
8,706
|
|
|
471
|
|
|
5.4
|
|
|||
Other income
|
5,260
|
|
|
6,165
|
|
|
(905
|
)
|
|
(14.7
|
)
|
|||
Total other income
|
14,437
|
|
|
14,871
|
|
|
(434
|
)
|
|
(2.9
|
)
|
|||
Total, excluding investment securities gains
|
165,338
|
|
|
179,660
|
|
|
(14,322
|
)
|
|
(8.0
|
)
|
|||
Investment securities gains
|
2,041
|
|
|
8,004
|
|
|
(5,963
|
)
|
|
(74.5
|
)
|
|||
Total
|
$
|
167,379
|
|
|
$
|
187,664
|
|
|
$
|
(20,285
|
)
|
|
(10.8
|
)%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
251,021
|
|
|
$
|
253,240
|
|
|
$
|
(2,219
|
)
|
|
(0.9
|
)%
|
Net occupancy expense
|
48,130
|
|
|
46,944
|
|
|
1,186
|
|
|
2.5
|
|
|||
Other outside services
|
28,404
|
|
|
18,856
|
|
|
9,548
|
|
|
50.6
|
|
|||
Data processing
|
17,162
|
|
|
16,555
|
|
|
607
|
|
|
3.7
|
|
|||
Equipment expense
|
13,567
|
|
|
15,419
|
|
|
(1,852
|
)
|
|
(12.0
|
)
|
|||
Software
|
12,758
|
|
|
11,560
|
|
|
1,198
|
|
|
10.4
|
|
|||
Professional fees
|
12,097
|
|
|
13,150
|
|
|
(1,053
|
)
|
|
(8.0
|
)
|
|||
FDIC insurance
|
10,958
|
|
|
11,605
|
|
|
(647
|
)
|
|
(5.6
|
)
|
|||
Supplies and postage
|
9,795
|
|
|
10,210
|
|
|
(415
|
)
|
|
(4.1
|
)
|
|||
Marketing
|
8,133
|
|
|
7,705
|
|
|
428
|
|
|
5.6
|
|
|||
Telecommunications
|
6,870
|
|
|
7,362
|
|
|
(492
|
)
|
|
(6.7
|
)
|
|||
Operating risk loss
|
4,271
|
|
|
9,290
|
|
|
(5,019
|
)
|
|
(54.0
|
)
|
|||
OREO and repossession expense
|
3,270
|
|
|
7,364
|
|
|
(4,094
|
)
|
|
(55.6
|
)
|
|||
Intangible amortization
|
1,259
|
|
|
2,438
|
|
|
(1,179
|
)
|
|
(48.4
|
)
|
|||
Other
|
31,551
|
|
|
29,735
|
|
|
1,816
|
|
|
6.1
|
|
|||
Total
|
$
|
459,246
|
|
|
$
|
461,433
|
|
|
$
|
(2,187
|
)
|
|
(0.5
|
)%
|
|
December 31
|
|
Increase (decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and due from banks
|
$
|
101,120
|
|
|
$
|
105,702
|
|
|
$
|
(4,582
|
)
|
|
(4.3
|
)%
|
Other interest-earning assets
|
292,516
|
|
|
423,083
|
|
|
(130,567
|
)
|
|
(30.9
|
)
|
|||
Loans held for sale
|
16,886
|
|
|
17,522
|
|
|
(636
|
)
|
|
(3.6
|
)
|
|||
Investment securities
|
2,484,773
|
|
|
2,323,371
|
|
|
161,402
|
|
|
6.9
|
|
|||
Loans, net of allowance
|
13,669,548
|
|
|
12,927,572
|
|
|
741,976
|
|
|
5.7
|
|
|||
Premises and equipment
|
225,535
|
|
|
226,027
|
|
|
(492
|
)
|
|
(0.2
|
)
|
|||
Goodwill and intangible assets
|
531,556
|
|
|
531,803
|
|
|
(247
|
)
|
|
—
|
|
|||
Other assets
|
592,784
|
|
|
569,687
|
|
|
23,097
|
|
|
4.1
|
|
|||
Total Assets
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
|
$
|
789,951
|
|
|
4.6
|
%
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
14,132,317
|
|
|
$
|
13,367,506
|
|
|
$
|
764,811
|
|
|
5.7
|
%
|
Short-term borrowings
|
497,663
|
|
|
329,719
|
|
|
167,944
|
|
|
50.9
|
|
|||
Long-term debt
|
949,542
|
|
|
1,139,413
|
|
|
(189,871
|
)
|
|
(16.7
|
)
|
|||
Other liabilities
|
293,302
|
|
|
291,464
|
|
|
1,838
|
|
|
0.6
|
|
|||
Total Liabilities
|
15,872,824
|
|
|
15,128,102
|
|
|
744,722
|
|
|
4.9
|
|
|||
Total Shareholders’ Equity
|
2,041,894
|
|
|
1,996,665
|
|
|
45,229
|
|
|
2.3
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
|
$
|
789,951
|
|
|
4.6
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
U.S. Government securities
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
525
|
|
U.S. Government sponsored agency securities
|
25,136
|
|
|
214
|
|
|
726
|
|
|||
State and municipal
|
262,765
|
|
|
245,215
|
|
|
284,849
|
|
|||
Corporate debt securities
|
96,955
|
|
|
98,034
|
|
|
98,749
|
|
|||
Collateralized mortgage obligations
|
821,509
|
|
|
902,313
|
|
|
1,032,398
|
|
|||
Mortgage-backed securities
|
1,158,835
|
|
|
928,831
|
|
|
945,712
|
|
|||
Auction rate securities
|
98,059
|
|
|
100,941
|
|
|
159,274
|
|
|||
Total debt securities
|
2,463,259
|
|
|
2,275,748
|
|
|
2,522,233
|
|
|||
Equity securities
|
21,514
|
|
|
47,623
|
|
|
46,201
|
|
|||
Total
|
$
|
2,484,773
|
|
|
$
|
2,323,371
|
|
|
$
|
2,568,434
|
|
|
December 31
|
|
2015 vs. 2014 Increase (Decrease)
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Real estate – commercial mortgage
|
$
|
5,462,330
|
|
|
$
|
5,197,155
|
|
|
$
|
5,101,922
|
|
|
$
|
4,664,426
|
|
|
$
|
4,602,596
|
|
|
$
|
265,175
|
|
|
5.1
|
%
|
Commercial – industrial, financial and agricultural
|
4,088,962
|
|
|
3,725,567
|
|
|
3,628,420
|
|
|
3,612,065
|
|
|
3,639,368
|
|
|
363,395
|
|
|
9.8
|
|
||||||
Real estate – home equity
|
1,684,439
|
|
|
1,736,688
|
|
|
1,764,197
|
|
|
1,632,390
|
|
|
1,624,562
|
|
|
(52,249
|
)
|
|
(3.0
|
)
|
||||||
Real estate – residential mortgage
|
1,376,160
|
|
|
1,377,068
|
|
|
1,337,380
|
|
|
1,257,432
|
|
|
1,097,503
|
|
|
(908
|
)
|
|
(0.1
|
)
|
||||||
Real estate – construction
|
799,988
|
|
|
690,601
|
|
|
573,672
|
|
|
584,118
|
|
|
615,445
|
|
|
109,387
|
|
|
15.8
|
|
||||||
Consumer
|
268,588
|
|
|
265,431
|
|
|
283,124
|
|
|
309,864
|
|
|
318,874
|
|
|
3,157
|
|
|
1.2
|
|
||||||
Leasing and other
|
173,651
|
|
|
131,583
|
|
|
103,301
|
|
|
93,914
|
|
|
79,869
|
|
|
42,068
|
|
|
32.0
|
|
||||||
Gross loans
|
13,854,118
|
|
|
13,124,093
|
|
|
12,792,016
|
|
|
12,154,209
|
|
|
11,978,217
|
|
|
730,025
|
|
|
5.6
|
|
||||||
Unearned income
|
(15,516
|
)
|
|
(12,377
|
)
|
|
(9,796
|
)
|
|
(7,238
|
)
|
|
(6,994
|
)
|
|
(3,139
|
)
|
|
25.4
|
|
||||||
Loans, net of unearned income
|
$
|
13,838,602
|
|
|
$
|
13,111,716
|
|
|
$
|
12,782,220
|
|
|
$
|
12,146,971
|
|
|
$
|
11,971,223
|
|
|
$
|
726,886
|
|
|
5.5
|
%
|
|
2015
|
|
2014
|
||
Services
|
22.6
|
%
|
|
19.2
|
%
|
Manufacturing
|
11.3
|
|
|
13.1
|
|
Health care
|
10.6
|
|
|
9.0
|
|
Construction (1)
|
9.7
|
|
|
11.0
|
|
Retail
|
8.3
|
|
|
9.6
|
|
Wholesale
|
8.0
|
|
|
8.7
|
|
Real estate (2)
|
7.3
|
|
|
7.6
|
|
Agriculture
|
5.1
|
|
|
5.5
|
|
Arts and entertainment
|
2.8
|
|
|
3.4
|
|
Transportation
|
2.7
|
|
|
2.4
|
|
Financial services
|
1.7
|
|
|
1.9
|
|
Other
|
9.9
|
|
|
8.6
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Includes commercial loans to borrowers engaged in the construction industry.
|
(2)
|
Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for others; and appraising real estate.
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Commercial - industrial, financial and agricultural
|
$
|
152,830
|
|
|
$
|
116,705
|
|
Real estate - commercial mortgage
|
96,219
|
|
|
137,952
|
|
||
Total
|
$
|
249,049
|
|
|
$
|
254,657
|
|
|
2015
|
|
2014
|
||||||||||||||||
|
$
|
|
Delinquency Rate
|
|
% of Total
|
|
$
|
|
Delinquency Rate
|
|
% of Total
|
||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Commercial
|
$
|
559,991
|
|
|
0.2
|
%
|
|
70.0
|
%
|
|
$
|
427,419
|
|
|
0.6
|
%
|
|
61.9
|
%
|
Commercial - residential
|
179,303
|
|
|
7.3
|
|
|
22.4
|
|
|
203,670
|
|
|
6.6
|
|
|
29.5
|
|
||
Other
|
60,694
|
|
|
1.1
|
|
|
7.6
|
|
|
59,512
|
|
|
0.6
|
|
|
8.6
|
|
||
Total Real estate - construction
|
$
|
799,988
|
|
|
1.8
|
%
|
|
100.0
|
%
|
|
$
|
690,601
|
|
|
2.4
|
%
|
|
100.0
|
%
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Loans, net of unearned income outstanding at end of year
|
$
|
13,838,602
|
|
|
$
|
13,111,716
|
|
|
$
|
12,782,220
|
|
|
$
|
12,146,971
|
|
|
$
|
11,971,223
|
|
Daily average balance of loans, net of unearned income
|
$
|
13,330,973
|
|
|
$
|
12,885,180
|
|
|
$
|
12,578,524
|
|
|
$
|
11,968,567
|
|
|
$
|
11,906,447
|
|
Balance of allowance for credit losses at beginning of year
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
$
|
225,439
|
|
|
$
|
258,177
|
|
|
$
|
275,498
|
|
Loans charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
15,639
|
|
|
24,516
|
|
|
30,383
|
|
|
41,868
|
|
|
52,301
|
|
|||||
Real estate - home equity and consumer
|
5,831
|
|
|
7,811
|
|
|
10,070
|
|
|
13,470
|
|
|
9,686
|
|
|||||
Real estate – commercial mortgage
|
4,218
|
|
|
6,004
|
|
|
20,829
|
|
|
51,988
|
|
|
26,032
|
|
|||||
Real estate – residential mortgage
|
3,612
|
|
|
2,918
|
|
|
9,705
|
|
|
4,509
|
|
|
32,533
|
|
|||||
Real estate – construction
|
201
|
|
|
1,209
|
|
|
6,572
|
|
|
26,250
|
|
|
38,613
|
|
|||||
Leasing and other
|
2,656
|
|
|
2,135
|
|
|
2,653
|
|
|
2,281
|
|
|
2,168
|
|
|||||
Total loans charged off
|
32,157
|
|
|
44,593
|
|
|
80,212
|
|
|
140,366
|
|
|
161,333
|
|
|||||
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
5,264
|
|
|
4,256
|
|
|
9,281
|
|
|
4,282
|
|
|
2,521
|
|
|||||
Real estate - home equity and consumer
|
2,492
|
|
|
2,347
|
|
|
2,378
|
|
|
1,811
|
|
|
1,431
|
|
|||||
Real estate – commercial mortgage
|
2,801
|
|
|
1,960
|
|
|
3,494
|
|
|
3,371
|
|
|
1,967
|
|
|||||
Real estate – residential mortgage
|
1,322
|
|
|
451
|
|
|
548
|
|
|
459
|
|
|
325
|
|
|||||
Real estate – construction
|
2,824
|
|
|
3,177
|
|
|
2,682
|
|
|
2,814
|
|
|
1,746
|
|
|||||
Leasing and other
|
685
|
|
|
916
|
|
|
807
|
|
|
891
|
|
|
1,022
|
|
|||||
Total recoveries
|
15,388
|
|
|
13,107
|
|
|
19,190
|
|
|
13,628
|
|
|
9,012
|
|
|||||
Net loans charged off
|
16,769
|
|
|
31,486
|
|
|
61,022
|
|
|
126,738
|
|
|
152,321
|
|
|||||
Provision for credit losses
|
2,250
|
|
|
12,500
|
|
|
40,500
|
|
|
94,000
|
|
|
135,000
|
|
|||||
Balance at end of year
|
$
|
171,412
|
|
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
$
|
225,439
|
|
|
$
|
258,177
|
|
Components of Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
169,054
|
|
|
$
|
184,144
|
|
|
$
|
202,780
|
|
|
$
|
223,903
|
|
|
$
|
256,471
|
|
Reserve for unfunded lending commitments (1)
|
2,358
|
|
|
1,787
|
|
|
2,137
|
|
|
1,536
|
|
|
1,706
|
|
|||||
Allowance for credit losses
|
$
|
171,412
|
|
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
$
|
225,439
|
|
|
$
|
258,177
|
|
Selected Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans
|
0.13
|
%
|
|
0.24
|
%
|
|
0.49
|
%
|
|
1.06
|
%
|
|
1.28
|
%
|
|||||
Allowance for loan losses to loans outstanding
|
1.22
|
%
|
|
1.40
|
%
|
|
1.59
|
%
|
|
1.84
|
%
|
|
2.14
|
%
|
|||||
Allowance for credit losses to loans outstanding
|
1.24
|
%
|
|
1.42
|
%
|
|
1.60
|
%
|
|
1.86
|
%
|
|
2.16
|
%
|
|||||
Non-performing assets (2) to total assets
|
0.87
|
%
|
|
0.88
|
%
|
|
1.00
|
%
|
|
1.43
|
%
|
|
1.94
|
%
|
|||||
Non-performing assets (2) to total loans and OREO
|
1.13
|
%
|
|
1.15
|
%
|
|
1.32
|
%
|
|
1.95
|
%
|
|
2.64
|
%
|
|||||
Non-accrual loans to total loans
|
0.94
|
%
|
|
0.92
|
%
|
|
1.05
|
%
|
|
1.52
|
%
|
|
2.15
|
%
|
|||||
Allowance for credit losses to non-performing loans
|
118.37
|
%
|
|
134.26
|
%
|
|
132.82
|
%
|
|
106.82
|
%
|
|
90.11
|
%
|
|||||
Non-performing assets (2) to tangible common shareholders’ equity and allowance for credit losses (3)
|
9.27
|
%
|
|
9.12
|
%
|
|
9.76
|
%
|
|
13.39
|
%
|
|
18.60
|
%
|
(3)
|
Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. Selected Financial Data.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Non-accrual loans
(1) (2) (3)
|
$
|
129,523
|
|
|
$
|
121,080
|
|
|
$
|
133,753
|
|
|
$
|
184,832
|
|
|
$
|
257,761
|
|
Loans 90 days or more past due and still accruing
(2)
|
15,291
|
|
|
17,402
|
|
|
20,524
|
|
|
26,221
|
|
|
28,767
|
|
|||||
Total non-performing loans
|
144,814
|
|
|
138,482
|
|
|
154,277
|
|
|
211,053
|
|
|
286,528
|
|
|||||
OREO
|
11,099
|
|
|
12,022
|
|
|
15,052
|
|
|
26,146
|
|
|
30,803
|
|
|||||
Total non-performing assets
|
$
|
155,913
|
|
|
$
|
150,504
|
|
|
$
|
169,329
|
|
|
$
|
237,199
|
|
|
$
|
317,331
|
|
(1)
|
In
2015
, the total interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms was approximately $7.0 million. The amount of interest income on non-accrual loans that was recognized in
2015
was approximately $1.2 million.
|
(2)
|
Accrual of interest is generally discontinued when a loan becomes 90 days past due. When interest accruals are discontinued, interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered secured and in the process of collection. Certain loans, primarily adequately collateralized residential mortgage loans, may continue to accrue interest after reaching 90 days past due.
|
(3)
|
Excluded from non-performing assets as of
December 31, 2015
were
$60.6 million
of loans modified under trouble debt restructurings (TDRs). These loans were reviewed for impairment under FASB ASC Section 310-10-35, but continue to accrue interest and are, therefore, not included in non-accrual loans. All non-accrual loans as of
December 31, 2015
were reviewed for impairment under FASB ASC Section 310-10-35.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Real estate – residential mortgage
|
$
|
28,511
|
|
|
$
|
31,308
|
|
|
$
|
28,815
|
|
|
$
|
32,993
|
|
|
$
|
32,331
|
|
Real estate – commercial mortgage
|
17,563
|
|
|
18,822
|
|
|
19,758
|
|
|
34,672
|
|
|
22,425
|
|
|||||
Real estate – construction
|
3,942
|
|
|
9,241
|
|
|
10,117
|
|
|
10,564
|
|
|
7,645
|
|
|||||
Commercial – industrial, financial and agricultural
|
5,953
|
|
|
5,237
|
|
|
8,045
|
|
|
5,745
|
|
|
3,581
|
|
|||||
Real estate - home equity
|
4,556
|
|
|
2,975
|
|
|
1,365
|
|
|
1,518
|
|
|
183
|
|
|||||
Consumer
|
33
|
|
|
38
|
|
|
11
|
|
|
16
|
|
|
10
|
|
|||||
Total accruing TDRs
|
60,558
|
|
|
67,621
|
|
|
68,111
|
|
|
85,508
|
|
|
66,175
|
|
|||||
Non-accrual TDRs (1)
|
31,035
|
|
|
24,616
|
|
|
30,209
|
|
|
31,245
|
|
|
32,587
|
|
|||||
Total TDRs
|
$
|
91,593
|
|
|
$
|
92,237
|
|
|
$
|
98,320
|
|
|
$
|
116,753
|
|
|
$
|
98,762
|
|
(1)
|
Included within non-accrual loans in the preceding table.
|
|
Commercial -
Industrial, Financial and Agricultural |
|
Real Estate -
Commercial Mortgage |
|
Real Estate -
Construction |
|
Real Estate -
Residential Mortgage |
|
Real Estate -
Home Equity |
|
Consumer
|
|
Leasing
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Balance of non-accrual loans at December 31, 2013
|
$
|
36,710
|
|
|
$
|
40,566
|
|
|
$
|
20,921
|
|
|
$
|
22,282
|
|
|
$
|
13,272
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
133,753
|
|
Additions
|
38,578
|
|
|
31,509
|
|
|
4,627
|
|
|
10,125
|
|
|
10,406
|
|
|
2,331
|
|
|
803
|
|
|
98,379
|
|
||||||||
Payments
|
(17,937
|
)
|
|
(18,603
|
)
|
|
(7,185
|
)
|
|
(2,047
|
)
|
|
(3,321
|
)
|
|
(7
|
)
|
|
—
|
|
|
(49,100
|
)
|
||||||||
Charge-offs (1)
|
(24,517
|
)
|
|
(6,005
|
)
|
|
(1,210
|
)
|
|
(2,918
|
)
|
|
(5,486
|
)
|
|
(2,321
|
)
|
|
(803
|
)
|
|
(43,260
|
)
|
||||||||
Transfers to OREO
|
(763
|
)
|
|
(2,976
|
)
|
|
(805
|
)
|
|
(4,329
|
)
|
|
(2,199
|
)
|
|
—
|
|
|
—
|
|
|
(11,072
|
)
|
||||||||
Transfers to accrual status
|
(2,302
|
)
|
|
(54
|
)
|
|
—
|
|
|
(3,070
|
)
|
|
(2,189
|
)
|
|
(5
|
)
|
|
—
|
|
|
(7,620
|
)
|
||||||||
Balance of non-accrual loans at December 31, 2014
|
29,769
|
|
|
44,437
|
|
|
16,348
|
|
|
20,043
|
|
|
10,483
|
|
|
—
|
|
|
—
|
|
|
121,080
|
|
||||||||
Additions
|
51,066
|
|
|
24,310
|
|
|
5,150
|
|
|
13,845
|
|
|
8,839
|
|
|
2,229
|
|
|
2,835
|
|
|
108,274
|
|
||||||||
Payments
|
(20,575
|
)
|
|
(19,786
|
)
|
|
(9,253
|
)
|
|
(3,810
|
)
|
|
(1,945
|
)
|
|
—
|
|
|
(1
|
)
|
|
(55,370
|
)
|
||||||||
Charge-offs (1)
|
(15,639
|
)
|
|
(4,218
|
)
|
|
(201
|
)
|
|
(3,612
|
)
|
|
(3,604
|
)
|
|
(2,227
|
)
|
|
(1,409
|
)
|
|
(30,910
|
)
|
||||||||
Transfers to OREO
|
(2,381
|
)
|
|
(1,668
|
)
|
|
—
|
|
|
(4,112
|
)
|
|
(2,039
|
)
|
|
—
|
|
|
—
|
|
|
(10,200
|
)
|
||||||||
Transfers to accrual status
|
(41
|
)
|
|
(2,344
|
)
|
|
—
|
|
|
(440
|
)
|
|
(524
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3,351
|
)
|
||||||||
Balance of non-accrual loans at December 31, 2015
|
$
|
42,199
|
|
|
$
|
40,731
|
|
|
$
|
12,044
|
|
|
$
|
21,914
|
|
|
$
|
11,210
|
|
|
$
|
—
|
|
|
$
|
1,425
|
|
|
$
|
129,523
|
|
|
December 31
|
|
2015 vs. 2014 Increase (Decrease)
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Commercial – industrial, financial and agricultural
|
$
|
44,071
|
|
|
$
|
30,388
|
|
|
$
|
38,021
|
|
|
$
|
66,954
|
|
|
$
|
80,944
|
|
|
$
|
13,683
|
|
|
45.0
|
%
|
Real estate – commercial mortgage
|
41,170
|
|
|
45,237
|
|
|
44,068
|
|
|
57,120
|
|
|
113,806
|
|
|
(4,067
|
)
|
|
(9.0
|
)
|
||||||
Real estate – residential mortgage
|
28,484
|
|
|
28,995
|
|
|
31,347
|
|
|
34,436
|
|
|
16,336
|
|
|
(511
|
)
|
|
(1.8
|
)
|
||||||
Real estate – home equity
|
14,683
|
|
|
14,740
|
|
|
16,983
|
|
|
17,204
|
|
|
11,207
|
|
|
(57
|
)
|
|
(0.4
|
)
|
||||||
Real estate – construction
|
12,460
|
|
|
16,399
|
|
|
21,267
|
|
|
32,005
|
|
|
60,744
|
|
|
(3,939
|
)
|
|
(24.0
|
)
|
||||||
Consumer
|
2,440
|
|
|
2,590
|
|
|
2,543
|
|
|
3,315
|
|
|
3,384
|
|
|
(150
|
)
|
|
(5.8
|
)
|
||||||
Leasing
|
1,506
|
|
|
133
|
|
|
48
|
|
|
19
|
|
|
107
|
|
|
1,373
|
|
|
N/M
|
|
||||||
Total non-performing loans
|
$
|
144,814
|
|
|
$
|
138,482
|
|
|
$
|
154,277
|
|
|
$
|
211,053
|
|
|
$
|
286,528
|
|
|
$
|
6,332
|
|
|
4.6
|
%
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Residential properties
|
$
|
7,303
|
|
|
$
|
6,656
|
|
Commercial properties
|
2,167
|
|
|
3,453
|
|
||
Undeveloped land
|
1,629
|
|
|
1,913
|
|
||
Total OREO
|
$
|
11,099
|
|
|
$
|
12,022
|
|
|
Special Mention
|
|
2015 vs. 2014 Increase (Decrease)
|
|
Substandard or Lower
|
|
2015 vs. 2014 Increase (Decrease)
|
|
Total Criticized Loans
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
102,625
|
|
|
$
|
127,302
|
|
|
$
|
(24,677
|
)
|
|
(19.4
|
)%
|
|
$
|
155,442
|
|
|
$
|
170,837
|
|
|
$
|
(15,395
|
)
|
|
(9.0
|
)%
|
|
$
|
258,067
|
|
|
$
|
298,139
|
|
Commercial - secured
|
92,711
|
|
|
120,584
|
|
|
(27,873
|
)
|
|
(23.1
|
)
|
|
136,710
|
|
|
110,544
|
|
|
26,166
|
|
|
23.7
|
|
|
229,421
|
|
|
231,128
|
|
||||||||
Commercial -unsecured
|
2,761
|
|
|
7,463
|
|
|
(4,702
|
)
|
|
(63.0
|
)
|
|
3,346
|
|
|
6,810
|
|
|
(3,464
|
)
|
|
(50.9
|
)
|
|
6,107
|
|
|
14,273
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
95,472
|
|
|
128,047
|
|
|
(32,575
|
)
|
|
(25.4
|
)
|
|
140,056
|
|
|
117,354
|
|
|
22,702
|
|
|
19.3
|
|
|
235,528
|
|
|
245,401
|
|
||||||||
Construction - commercial residential
|
17,154
|
|
|
27,495
|
|
|
(10,341
|
)
|
|
(37.6
|
)
|
|
21,812
|
|
|
40,066
|
|
|
(18,254
|
)
|
|
(45.6
|
)
|
|
38,966
|
|
|
67,561
|
|
||||||||
Construction - commercial
|
3,684
|
|
|
12,202
|
|
|
(8,518
|
)
|
|
(69.8
|
)
|
|
3,597
|
|
|
5,586
|
|
|
(1,989
|
)
|
|
(35.6
|
)
|
|
7,281
|
|
|
17,788
|
|
||||||||
Total real estate - construction (excluding construction - other)
|
20,838
|
|
|
39,697
|
|
|
(18,859
|
)
|
|
(47.5
|
)
|
|
25,409
|
|
|
45,652
|
|
|
(20,243
|
)
|
|
(44.3
|
)
|
|
46,247
|
|
|
85,349
|
|
||||||||
Total
|
$
|
218,935
|
|
|
$
|
295,046
|
|
|
$
|
(76,111
|
)
|
|
(25.8
|
)%
|
|
$
|
320,907
|
|
|
$
|
333,843
|
|
|
$
|
(12,936
|
)
|
|
(3.9
|
)%
|
|
$
|
539,842
|
|
|
$
|
628,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
% of total risk rated loans
|
2.1
|
%
|
|
3.1
|
%
|
|
|
|
|
|
3.1
|
%
|
|
3.5
|
%
|
|
|
|
|
|
5.2
|
%
|
|
6.6
|
%
|
|
Delinquent (1)
|
|
Non-performing (2)
|
|
Total Past Due
|
||||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
8,983
|
|
|
0.53
|
%
|
|
$
|
10,931
|
|
|
0.63
|
%
|
|
$
|
14,683
|
|
|
0.87
|
%
|
|
$
|
14,740
|
|
|
0.85
|
%
|
|
$
|
23,666
|
|
|
1.40
|
%
|
|
$
|
25,671
|
|
|
1.48
|
%
|
Real estate - residential mortgage
|
18,305
|
|
|
1.33
|
|
|
26,934
|
|
|
1.96
|
|
|
28,484
|
|
|
2.07
|
|
|
28,995
|
|
|
2.10
|
|
|
46,789
|
|
|
3.40
|
|
|
55,929
|
|
|
4.06
|
|
||||||
Real estate - construction - other
|
88
|
|
|
0.14
|
|
|
—
|
|
|
—
|
|
|
609
|
|
|
1.01
|
|
|
332
|
|
|
0.56
|
|
|
697
|
|
|
1.15
|
|
|
332
|
|
|
0.56
|
|
||||||
Consumer - direct
|
2,254
|
|
|
2.28
|
|
|
2,891
|
|
|
2.64
|
|
|
2,203
|
|
|
2.23
|
|
|
2,414
|
|
|
2.21
|
|
|
4,457
|
|
|
4.51
|
|
|
5,305
|
|
|
4.85
|
|
||||||
Consumer - indirect
|
2,809
|
|
|
1.65
|
|
|
2,574
|
|
|
1.65
|
|
|
237
|
|
|
0.14
|
|
|
176
|
|
|
0.11
|
|
|
3,046
|
|
|
1.79
|
|
|
2,750
|
|
|
1.76
|
|
||||||
Total Consumer
|
5,063
|
|
|
1.89
|
|
|
5,465
|
|
|
2.06
|
|
|
2,440
|
|
|
0.90
|
|
|
2,590
|
|
|
0.97
|
|
|
7,503
|
|
|
2.79
|
|
|
8,055
|
|
|
3.03
|
|
||||||
Leasing and other and Overdrafts
|
759
|
|
|
0.48
|
|
|
523
|
|
|
0.44
|
|
|
1,506
|
|
|
0.95
|
|
|
133
|
|
|
0.11
|
|
|
2,265
|
|
|
1.43
|
|
|
656
|
|
|
0.55
|
|
||||||
Total
|
$
|
33,198
|
|
|
0.94
|
%
|
|
$
|
43,853
|
|
|
1.23
|
%
|
|
$
|
47,722
|
|
|
1.34
|
%
|
|
$
|
46,790
|
|
|
1.32
|
%
|
|
$
|
80,920
|
|
|
2.28
|
%
|
|
$
|
90,643
|
|
|
2.55
|
%
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
Allowance
|
|
% of
Loans In Each Category |
|
Allowance
|
|
% of
Loans In Each Category |
|
Allowance
|
|
% of
Loans In Each Category |
|
Allowance
|
|
% of
Loans In Each Category |
|
Allowance
|
|
% of
Loans In Each Category |
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
47,866
|
|
|
39.5
|
%
|
|
$
|
53,493
|
|
|
39.6
|
%
|
|
$
|
55,659
|
|
|
39.9
|
%
|
|
$
|
62,928
|
|
|
38.4
|
%
|
|
$
|
85,112
|
|
|
36.8
|
%
|
Commercial - industrial, financial and agricultural
|
57,098
|
|
|
29.5
|
|
|
51,378
|
|
|
28.4
|
|
|
50,330
|
|
|
28.4
|
|
|
60,205
|
|
|
29.7
|
|
|
74,896
|
|
|
31.0
|
|
|||||
Real estate - residential mortgage
|
21,375
|
|
|
9.9
|
|
|
29,072
|
|
|
10.5
|
|
|
33,082
|
|
|
10.5
|
|
|
34,536
|
|
|
10.4
|
|
|
22,986
|
|
|
8.3
|
|
|||||
Consumer, home equity, leasing & other
|
27,458
|
|
|
15.3
|
|
|
33,085
|
|
|
16.2
|
|
|
34,852
|
|
|
16.7
|
|
|
27,895
|
|
|
16.7
|
|
|
17,321
|
|
|
17.2
|
|
|||||
Real estate - construction
|
6,529
|
|
|
5.8
|
|
|
9,756
|
|
|
5.3
|
|
|
12,649
|
|
|
4.5
|
|
|
17,287
|
|
|
4.8
|
|
|
30,066
|
|
|
6.7
|
|
|||||
Unallocated
|
8,728
|
|
|
N/A
|
|
|
7,360
|
|
|
N/A
|
|
|
16,208
|
|
|
N/A
|
|
|
21,052
|
|
|
N/A
|
|
|
26,090
|
|
|
N/A
|
|
|||||
|
$
|
169,054
|
|
|
100.0
|
%
|
|
$
|
184,144
|
|
|
100.0
|
%
|
|
$
|
202,780
|
|
|
100.0
|
%
|
|
$
|
223,903
|
|
|
100.0
|
%
|
|
$
|
256,471
|
|
|
100.0
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Noninterest-bearing demand
|
$
|
3,948,114
|
|
|
$
|
3,640,623
|
|
|
$
|
307,491
|
|
|
8.4
|
%
|
Interest-bearing demand
|
3,451,207
|
|
|
3,150,612
|
|
|
300,595
|
|
|
9.5
|
|
|||
Savings
|
3,868,046
|
|
|
3,504,820
|
|
|
363,226
|
|
|
10.4
|
|
|||
Total demand and savings
|
11,267,367
|
|
|
10,296,055
|
|
|
971,312
|
|
|
9.4
|
|
|||
Time deposits
|
2,864,950
|
|
|
3,071,451
|
|
|
(206,501
|
)
|
|
(6.7
|
)
|
|||
Total deposits
|
$
|
14,132,317
|
|
|
$
|
13,367,506
|
|
|
$
|
764,811
|
|
|
5.7
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|||||||
Customer repurchase agreements
|
$
|
111,496
|
|
|
$
|
158,394
|
|
|
$
|
(46,898
|
)
|
|
(29.6
|
)%
|
Customer short-term promissory notes
|
78,932
|
|
|
95,106
|
|
|
(16,174
|
)
|
|
(17.0
|
)
|
|||
Total short-term customer funding
|
190,428
|
|
|
253,500
|
|
|
(63,072
|
)
|
|
(24.9
|
)
|
|||
Federal funds purchased
|
197,235
|
|
|
6,219
|
|
|
191,016
|
|
|
N/M
|
||||
Short-term FHLB Advances (1)
|
110,000
|
|
|
70,000
|
|
|
40,000
|
|
|
57.1
|
|
|||
Total short-term borrowings
|
497,663
|
|
|
329,719
|
|
|
167,944
|
|
|
50.9
|
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|||||||
FHLB Advances
|
587,756
|
|
|
673,107
|
|
|
(85,351
|
)
|
|
(12.7
|
)
|
|||
Other long-term debt
|
361,786
|
|
|
466,306
|
|
|
(104,520
|
)
|
|
(22.4
|
)
|
|||
Total long-term debt
|
949,542
|
|
|
1,139,413
|
|
|
(189,871
|
)
|
|
(16.7
|
)
|
|||
Total borrowings
|
$
|
1,447,205
|
|
|
$
|
1,469,132
|
|
|
$
|
(21,927
|
)
|
|
(1.5
|
)%
|
|
2015
|
|
2014
|
|
Regulatory
Minimum for Capital Adequacy |
|
Fully Phased-in, with Capital Conservation Buffers
|
Total capital (to risk-weighted assets)
|
13.2%
|
|
14.7%
|
|
8.0%
|
|
10.5%
|
Tier I capital (to risk-weighted assets)
|
10.2%
|
|
12.3%
|
|
6.0%
|
|
8.5%
|
Common equity tier I (to risk-weighted assets)
|
10.2%
|
|
N/A
|
|
4.5%
|
|
7.0%
|
Tier I capital (to average assets)
|
9.0%
|
|
10.0%
|
|
4.0%
|
|
4.0%
|
•
|
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;
|
•
|
Continue to require the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio of 4.00% of average assets; and
|
•
|
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses as a result of which certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size.
|
|
Payments Due In
|
||||||||||||||||||
|
One Year
or Less |
|
One to
Three Years |
|
Three to
Five Years |
|
Over Five
Years |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Deposits with no stated maturity (1)
|
$
|
11,267,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,267,367
|
|
Time deposits (2)
|
1,342,715
|
|
|
747,651
|
|
|
691,039
|
|
|
83,544
|
|
|
2,864,949
|
|
|||||
Short-term borrowings (3)
|
497,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
497,663
|
|
|||||
Long-term debt (3)
|
235,937
|
|
|
301,299
|
|
|
142,370
|
|
|
269,936
|
|
|
949,542
|
|
|||||
Operating leases (4)
|
16,325
|
|
|
28,533
|
|
|
20,831
|
|
|
46,819
|
|
|
112,508
|
|
|||||
Purchase obligations (5)
|
15,262
|
|
|
17,066
|
|
|
325
|
|
|
—
|
|
|
32,653
|
|
|||||
Uncertain tax positions (6)
|
2,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,373
|
|
(1)
|
Includes demand deposits and savings accounts, which can be withdrawn by customers at any time.
|
(2)
|
See additional information regarding time deposits in "Note 8 - Deposits," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
|
(3)
|
See additional information regarding borrowings in "Note 9 - Short-Term Borrowings and Long-Term Debt," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
|
(4)
|
See additional information regarding operating leases in "Note 16 - Leases," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
|
(5)
|
Includes information technology, telecommunication and data processing outsourcing contracts.
|
(6)
|
Includes accrued interest. See additional information related to uncertain tax positions in "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
|
Commercial and other
|
$
|
3,518,960
|
|
Home equity
|
1,300,062
|
|
|
Commercial mortgage and construction
|
965,116
|
|
|
Total commitments to extend credit
|
$
|
5,784,138
|
|
|
|
||
Standby letters of credit
|
$
|
374,729
|
|
Commercial letters of credit
|
39,529
|
|
|
Total letters of credit
|
$
|
414,258
|
|
(1)
|
These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.
|
|
Maturing
|
||||||||||||||||||||||||||
|
Within One Year
|
|
After One But
Within Five Years |
|
After Five But
Within Ten Years |
|
After Ten Years
|
||||||||||||||||||||
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
U.S. Government sponsored agency securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
25,004
|
|
|
1.83
|
%
|
|
$
|
55
|
|
|
2.91
|
%
|
|
$
|
77
|
|
|
3.16
|
%
|
State and municipal (1)
|
65,925
|
|
|
4.02
|
|
|
28,796
|
|
|
5.97
|
|
|
115,782
|
|
|
5.21
|
|
|
52,262
|
|
|
5.58
|
|
||||
ARCs (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,059
|
|
|
1.84
|
|
||||
Corporate debt securities
|
10,020
|
|
|
3.00
|
|
|
34,077
|
|
|
4.30
|
|
|
11,266
|
|
|
4.23
|
|
|
41,592
|
|
|
2.54
|
|
||||
Total
|
$
|
75,945
|
|
|
3.89
|
%
|
|
$
|
87,877
|
|
|
4.12
|
%
|
|
$
|
127,103
|
|
|
5.12
|
%
|
|
$
|
191,990
|
|
|
2.92
|
%
|
Collateralized mortgage obligations (3)
|
$
|
821,509
|
|
|
1.86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgage-backed securities (3)
|
$
|
1,158,835
|
|
|
2.34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Weighted average yields on tax-exempt securities have been computed on a fully taxable-equivalent basis assuming a federal tax rate of 35% and statutory interest expense disallowances.
|
(2)
|
Maturities of ARCs are based on contractual maturities.
|
(3)
|
Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans. For the purpose of this table, all balances and weighted average rates are shown in one period. As of December 31, 2015, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and five years, respectively.
|
|
One Year
or Less |
|
One
Through Five Years |
|
More Than
Five Years |
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Commercial, financial and agricultural:
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
1,041,125
|
|
|
$
|
1,831,443
|
|
|
$
|
430,556
|
|
|
$
|
3,303,124
|
|
Fixed rate
|
233,720
|
|
|
319,520
|
|
|
232,598
|
|
|
785,838
|
|
||||
Total
|
$
|
1,274,845
|
|
|
$
|
2,150,963
|
|
|
$
|
663,154
|
|
|
$
|
4,088,962
|
|
Real estate – mortgage (1):
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
1,219,602
|
|
|
$
|
3,260,916
|
|
|
$
|
2,146,990
|
|
|
$
|
6,627,508
|
|
Fixed rate
|
451,306
|
|
|
1,012,855
|
|
|
431,260
|
|
|
1,895,421
|
|
||||
Total
|
$
|
1,670,908
|
|
|
$
|
4,273,771
|
|
|
$
|
2,578,250
|
|
|
$
|
8,522,929
|
|
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
183,699
|
|
|
$
|
281,647
|
|
|
$
|
235,787
|
|
|
$
|
701,133
|
|
Fixed rate
|
64,766
|
|
|
14,800
|
|
|
19,289
|
|
|
98,855
|
|
||||
Total
|
$
|
248,465
|
|
|
$
|
296,447
|
|
|
$
|
255,076
|
|
|
$
|
799,988
|
|
Year
|
|
||
2016
|
$
|
1,342,716
|
|
2017
|
508,171
|
|
|
2018
|
239,480
|
|
|
2019
|
527,480
|
|
|
2020
|
163,559
|
|
|
Thereafter
|
83,544
|
|
|
|
$
|
2,864,950
|
|
Three months or less
|
$
|
162,192
|
|
Over three through six months
|
141,961
|
|
|
Over six through twelve months
|
231,417
|
|
|
Over twelve months
|
649,845
|
|
|
Total
|
$
|
1,185,415
|
|
CONSOLIDATED BALANCE SHEETS
|
||||
(dollars in thousands, except per-share data)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
101,120
|
|
|
$
|
105,702
|
|
Interest-bearing deposits with other banks
|
230,300
|
|
|
358,130
|
|
||
Federal Reserve Bank and Federal Home Loan Bank stock
|
62,216
|
|
|
64,953
|
|
||
Loans held for sale
|
16,886
|
|
|
17,522
|
|
||
Available for sale investment securities
|
2,484,773
|
|
|
2,323,371
|
|
||
Loans, net of unearned income
|
13,838,602
|
|
|
13,111,716
|
|
||
Allowance for loan losses
|
(169,054
|
)
|
|
(184,144
|
)
|
||
Net Loans
|
13,669,548
|
|
|
12,927,572
|
|
||
Premises and equipment
|
225,535
|
|
|
226,027
|
|
||
Accrued interest receivable
|
42,767
|
|
|
41,818
|
|
||
Goodwill and intangible assets
|
531,556
|
|
|
531,803
|
|
||
Other assets
|
550,017
|
|
|
527,869
|
|
||
Total Assets
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
3,948,114
|
|
|
$
|
3,640,623
|
|
Interest-bearing
|
10,184,203
|
|
|
9,726,883
|
|
||
Total Deposits
|
14,132,317
|
|
|
13,367,506
|
|
||
Short-term borrowings:
|
|
|
|
||||
Federal funds purchased
|
197,235
|
|
|
6,219
|
|
||
Other short-term borrowings
|
300,428
|
|
|
323,500
|
|
||
Total Short-Term Borrowings
|
497,663
|
|
|
329,719
|
|
||
Accrued interest payable
|
10,724
|
|
|
18,045
|
|
||
Other liabilities
|
282,578
|
|
|
273,419
|
|
||
Federal Home Loan Bank advances and long-term debt
|
949,542
|
|
|
1,139,413
|
|
||
Total Liabilities
|
15,872,824
|
|
|
15,128,102
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock, $2.50 par value, 600 million shares authorized, 218.9 million shares issued in 2015 and 218.2 million shares issued in 2014
|
547,141
|
|
|
545,555
|
|
||
Additional paid-in capital
|
1,450,690
|
|
|
1,420,523
|
|
||
Retained earnings
|
641,588
|
|
|
558,810
|
|
||
Accumulated other comprehensive loss
|
(22,017
|
)
|
|
(17,722
|
)
|
||
Treasury stock, 44.7 million shares in 2015 and 39.3 million shares in 2014
|
(575,508
|
)
|
|
(510,501
|
)
|
||
Total Shareholders’ Equity
|
2,041,894
|
|
|
1,996,665
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
|
|
|
|
||||
See Notes to Consolidated Financial Statements
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
||||
(dollars in thousands, except per-share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
524,060
|
|
|
$
|
530,308
|
|
|
$
|
540,667
|
|
Investment securities:
|
|
|
|
|
|
||||||
Taxable
|
45,279
|
|
|
50,651
|
|
|
54,321
|
|
|||
Tax-exempt
|
7,879
|
|
|
8,977
|
|
|
9,475
|
|
|||
Dividends
|
985
|
|
|
1,338
|
|
|
1,411
|
|
|||
Loans held for sale
|
801
|
|
|
786
|
|
|
1,551
|
|
|||
Other interest income
|
4,785
|
|
|
4,018
|
|
|
2,264
|
|
|||
Total Interest Income
|
583,789
|
|
|
596,078
|
|
|
609,689
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Deposits
|
40,482
|
|
|
35,110
|
|
|
36,770
|
|
|||
Short-term borrowings
|
372
|
|
|
1,608
|
|
|
2,420
|
|
|||
Long-term debt
|
42,941
|
|
|
44,493
|
|
|
43,305
|
|
|||
Total Interest Expense
|
83,795
|
|
|
81,211
|
|
|
82,495
|
|
|||
Net Interest Income
|
499,994
|
|
|
514,867
|
|
|
527,194
|
|
|||
Provision for credit losses
|
2,250
|
|
|
12,500
|
|
|
40,500
|
|
|||
Net Interest Income After Provision for Credit Losses
|
497,744
|
|
|
502,367
|
|
|
486,694
|
|
|||
Non-Interest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
50,097
|
|
|
49,293
|
|
|
55,470
|
|
|||
Investment management and trust services
|
44,056
|
|
|
44,605
|
|
|
41,706
|
|
|||
Other service charges and fees
|
43,992
|
|
|
39,896
|
|
|
36,957
|
|
|||
Mortgage banking income
|
18,208
|
|
|
17,107
|
|
|
30,656
|
|
|||
Other
|
16,420
|
|
|
14,437
|
|
|
14,871
|
|
|||
Investment securities gains (losses):
|
|
|
|
|
|
||||||
Net gains on sales of investment securities
|
9,066
|
|
|
2,071
|
|
|
8,128
|
|
|||
Net other-than-temporary impairment losses
|
—
|
|
|
(30
|
)
|
|
(124
|
)
|
|||
Investment securities gains, net
|
9,066
|
|
|
2,041
|
|
|
8,004
|
|
|||
Total Non-Interest Income
|
181,839
|
|
|
167,379
|
|
|
187,664
|
|
|||
Non-Interest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
260,832
|
|
|
251,021
|
|
|
253,240
|
|
|||
Net occupancy expense
|
47,777
|
|
|
48,130
|
|
|
46,944
|
|
|||
Other outside services
|
27,785
|
|
|
28,404
|
|
|
18,856
|
|
|||
Data processing
|
19,894
|
|
|
17,162
|
|
|
16,555
|
|
|||
Software
|
14,746
|
|
|
12,758
|
|
|
11,560
|
|
|||
Equipment expense
|
14,514
|
|
|
13,567
|
|
|
15,419
|
|
|||
FDIC insurance expense
|
11,470
|
|
|
10,958
|
|
|
11,605
|
|
|||
Professional fees
|
11,244
|
|
|
12,097
|
|
|
13,150
|
|
|||
Supplies and postage
|
10,202
|
|
|
9,795
|
|
|
10,210
|
|
|||
Marketing
|
7,324
|
|
|
8,133
|
|
|
7,705
|
|
|||
Telecommunications
|
6,350
|
|
|
6,870
|
|
|
7,362
|
|
|||
Loss on redemption of trust preferred securities
|
5,626
|
|
|
—
|
|
|
—
|
|
|||
Other real estate owned and repossession expense
|
3,630
|
|
|
3,270
|
|
|
7,364
|
|
|||
Operating risk loss
|
3,624
|
|
|
4,271
|
|
|
9,290
|
|
|||
Intangible amortization
|
247
|
|
|
1,259
|
|
|
2,438
|
|
|||
Other
|
34,895
|
|
|
31,551
|
|
|
29,735
|
|
|||
Total Non-Interest Expense
|
480,160
|
|
|
459,246
|
|
|
461,433
|
|
|||
Income Before Income Taxes
|
199,423
|
|
|
210,500
|
|
|
212,925
|
|
|||
Income taxes
|
49,921
|
|
|
52,606
|
|
|
51,085
|
|
|||
Net Income
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
|
|
|
|
|
|
||||||
Per Share:
|
|
|
|
|
|
||||||
Net Income (Basic)
|
$
|
0.85
|
|
|
$
|
0.85
|
|
|
$
|
0.84
|
|
Net Income (Diluted)
|
0.85
|
|
|
0.84
|
|
|
0.83
|
|
|||
Cash Dividends
|
0.38
|
|
|
0.34
|
|
|
0.32
|
|
|||
|
|
|
|
|
|
||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||
(in thousands)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income
|
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
Other Comprehensive (Loss) Income, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized (losses) gains on available for sale investment securities:
|
|
|
|
|
|
|
||||||
Unrealized (loss) gain on securities
|
|
(7,717
|
)
|
|
33,734
|
|
|
(49,607
|
)
|
|||
Reclassification adjustment for securities gains included in net income
|
|
(5,892
|
)
|
|
(1,327
|
)
|
|
(5,203
|
)
|
|||
Non-credit related unrealized gain on other-than-temporarily impaired debt securities
|
|
239
|
|
|
780
|
|
|
1,977
|
|
|||
Net unrealized (losses) gains on available for sale investment securities
|
|
(13,370
|
)
|
|
33,187
|
|
|
(52,833
|
)
|
|||
Unrealized gains on derivative financial instruments:
|
|
|
|
|
|
|
||||||
Unrealized gain on derivative financial instruments
|
|
75
|
|
|
136
|
|
|
136
|
|
|||
Reclassification adjustment for loss on derivative financial instruments included in net income
|
|
2,456
|
|
|
—
|
|
|
—
|
|
|||
Net unrealized gains on derivative financial instruments
|
|
2,531
|
|
|
136
|
|
|
136
|
|
|||
Defined benefit pension plan and postretirement benefits:
|
|
|
|
|
|
|
||||||
Unrecognized pension and postretirement income (cost)
|
|
4,680
|
|
|
(13,168
|
)
|
|
8,369
|
|
|||
Amortization of net unrecognized pension and postretirement income
|
|
1,864
|
|
|
408
|
|
|
1,312
|
|
|||
Reclassification adjustment for post-retirement plan curtailment gain included in net income
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|||
Net unrealized gains (losses) on pension and postretirement plans
|
|
6,544
|
|
|
(13,704
|
)
|
|
9,681
|
|
|||
Other Comprehensive (Loss) Income
|
|
(4,295
|
)
|
|
19,619
|
|
|
(43,016
|
)
|
|||
Total Comprehensive Income
|
|
$
|
145,207
|
|
|
$
|
177,513
|
|
|
$
|
118,824
|
|
|
|
|
|
|
|
|
||||||
See Notes to Consolidated Financial Statements
|
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
||||
(in thousands, except per share data)
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
|
|
|||||||||||||||
|
Shares
Outstanding |
|
Amount
|
|
|
Retained
Earnings |
|
|
Treasury
Stock |
|
Total
|
|||||||||||||||
|
|
|||||||||||||||||||||||||
Balance at December 31, 2012
|
199,225
|
|
|
$
|
542,093
|
|
|
$
|
1,426,267
|
|
|
$
|
363,937
|
|
|
$
|
5,675
|
|
|
$
|
(256,316
|
)
|
|
$
|
2,081,656
|
|
Net income
|
|
|
|
|
|
|
161,840
|
|
|
|
|
|
|
161,840
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(43,016
|
)
|
|
|
|
(43,016
|
)
|
|||||||||||
Stock issued, including related tax benefits
|
1,427
|
|
|
2,475
|
|
|
1,377
|
|
|
|
|
|
|
6,386
|
|
|
10,238
|
|
||||||||
Stock-based compensation awards
|
|
|
|
|
5,330
|
|
|
|
|
|
|
|
|
5,330
|
|
|||||||||||
Acquisition of treasury stock
|
(8,000
|
)
|
|
|
|
|
|
|
|
|
|
(90,927
|
)
|
|
(90,927
|
)
|
||||||||||
Common stock cash dividends - $0.32 per share
|
|
|
|
|
|
|
(61,934
|
)
|
|
|
|
|
|
(61,934
|
)
|
|||||||||||
Balance at December 31, 2013
|
192,652
|
|
|
$
|
544,568
|
|
|
$
|
1,432,974
|
|
|
$
|
463,843
|
|
|
$
|
(37,341
|
)
|
|
$
|
(340,857
|
)
|
|
$
|
2,063,187
|
|
Net income
|
|
|
|
|
|
|
157,894
|
|
|
|
|
|
|
157,894
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
19,619
|
|
|
|
|
19,619
|
|
|||||||||||
Stock issued, including related tax benefits
|
781
|
|
|
987
|
|
|
1,684
|
|
|
|
|
|
|
5,611
|
|
|
8,282
|
|
||||||||
Stock-based compensation awards
|
|
|
|
|
5,865
|
|
|
|
|
|
|
|
|
5,865
|
|
|||||||||||
Acquisition of treasury stock
|
(14,509
|
)
|
|
|
|
|
|
|
|
|
|
|
(175,255
|
)
|
|
(175,255
|
)
|
|||||||||
Deferred accelerated stock repurchase
|
|
|
|
|
(20,000
|
)
|
|
|
|
|
|
|
|
(20,000
|
)
|
|||||||||||
Common stock cash dividends - $0.34 per share
|
|
|
|
|
|
|
(62,927
|
)
|
|
|
|
|
|
(62,927
|
)
|
|||||||||||
Balance at December 31, 2014
|
178,924
|
|
|
$
|
545,555
|
|
|
$
|
1,420,523
|
|
|
$
|
558,810
|
|
|
$
|
(17,722
|
)
|
|
$
|
(510,501
|
)
|
|
$
|
1,996,665
|
|
Net income
|
|
|
|
|
|
|
149,502
|
|
|
|
|
|
|
149,502
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(4,295
|
)
|
|
|
|
(4,295
|
)
|
|||||||||||
Stock issued, including related tax benefits
|
1,018
|
|
|
1,586
|
|
|
4,229
|
|
|
|
|
|
|
4,993
|
|
|
10,808
|
|
||||||||
Stock-based compensation awards
|
|
|
|
|
5,938
|
|
|
|
|
|
|
|
|
5,938
|
|
|||||||||||
Acquisition of treasury stock
|
(3,976
|
)
|
|
|
|
|
|
|
|
|
|
(50,000
|
)
|
|
(50,000
|
)
|
||||||||||
Settlement of accelerated stock repurchase agreement
|
(1,790
|
)
|
|
|
|
20,000
|
|
|
|
|
|
|
(20,000
|
)
|
|
—
|
|
|||||||||
Common stock cash dividends - $0.38 per share
|
|
|
|
|
|
|
(66,724
|
)
|
|
|
|
|
|
(66,724
|
)
|
|||||||||||
Balance at December 31, 2015
|
174,176
|
|
|
$
|
547,141
|
|
|
$
|
1,450,690
|
|
|
$
|
641,588
|
|
|
$
|
(22,017
|
)
|
|
$
|
(575,508
|
)
|
|
$
|
2,041,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
See Notes to Consolidated Financial Statements
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net Income
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
2,250
|
|
|
12,500
|
|
|
40,500
|
|
|||
Depreciation and amortization of premises and equipment
|
27,605
|
|
|
24,555
|
|
|
25,911
|
|
|||
Net amortization of investment security premiums
|
7,330
|
|
|
5,120
|
|
|
10,002
|
|
|||
Deferred income tax expense
|
13,424
|
|
|
18,523
|
|
|
11,825
|
|
|||
Investment securities gains, net
|
(9,066
|
)
|
|
(2,041
|
)
|
|
(8,004
|
)
|
|||
Gains on sales of mortgage loans
|
(13,264
|
)
|
|
(10,063
|
)
|
|
(24,609
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
757,850
|
|
|
654,654
|
|
|
1,424,896
|
|
|||
Originations of mortgage loans held for sale
|
(743,950
|
)
|
|
(640,762
|
)
|
|
(1,353,739
|
)
|
|||
Amortization of intangible assets
|
247
|
|
|
1,259
|
|
|
2,438
|
|
|||
Stock-based compensation
|
5,938
|
|
|
5,865
|
|
|
5,330
|
|
|||
Excess tax benefits from stock-based compensation
|
(201
|
)
|
|
(81
|
)
|
|
(302
|
)
|
|||
(Increase) decrease in accrued interest receivable
|
(949
|
)
|
|
2,219
|
|
|
1,749
|
|
|||
Loss on redemption of trust preferred securities
|
5,626
|
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in other assets
|
(9,931
|
)
|
|
(8,803
|
)
|
|
37,236
|
|
|||
(Decrease) increase in accrued interest payable
|
(7,321
|
)
|
|
2,827
|
|
|
(4,112
|
)
|
|||
Decrease in other liabilities
|
(8,128
|
)
|
|
(13,294
|
)
|
|
(29,344
|
)
|
|||
Total adjustments
|
27,460
|
|
|
52,478
|
|
|
139,777
|
|
|||
Net cash provided by operating activities
|
176,962
|
|
|
210,372
|
|
|
301,617
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from sales of securities available for sale
|
66,480
|
|
|
32,227
|
|
|
267,126
|
|
|||
Proceeds from maturities and paydowns of securities available for sale
|
439,533
|
|
|
417,559
|
|
|
637,851
|
|
|||
Purchase of securities available for sale
|
(683,839
|
)
|
|
(164,769
|
)
|
|
(776,352
|
)
|
|||
Decrease (increase) in short-term investments
|
130,567
|
|
|
(174,922
|
)
|
|
(3,202
|
)
|
|||
Net increase in loans
|
(743,655
|
)
|
|
(360,982
|
)
|
|
(699,961
|
)
|
|||
Net purchases of premises and equipment
|
(27,113
|
)
|
|
(24,561
|
)
|
|
(24,209
|
)
|
|||
Net cash used in investing activities
|
(818,027
|
)
|
|
(275,448
|
)
|
|
(598,747
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net increase in demand and savings deposits
|
971,312
|
|
|
722,791
|
|
|
472,439
|
|
|||
Net (decrease) increase in time deposits
|
(206,501
|
)
|
|
153,529
|
|
|
(465,416
|
)
|
|||
Increase (decrease) in short-term borrowings
|
167,944
|
|
|
(928,910
|
)
|
|
390,230
|
|
|||
Additions to long-term debt
|
347,778
|
|
|
262,113
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(539,497
|
)
|
|
(6,284
|
)
|
|
(10,669
|
)
|
|||
Net proceeds from issuance of common stock
|
10,607
|
|
|
8,201
|
|
|
9,936
|
|
|||
Excess tax benefits from stock-based compensation
|
201
|
|
|
81
|
|
|
302
|
|
|||
Dividends paid
|
(65,361
|
)
|
|
(64,028
|
)
|
|
(46,525
|
)
|
|||
Acquisition of treasury stock
|
(50,000
|
)
|
|
(175,255
|
)
|
|
(90,927
|
)
|
|||
Deferred accelerated stock repurchase payment
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
636,483
|
|
|
(47,762
|
)
|
|
259,370
|
|
|||
Net Decrease in Cash and Due From Banks
|
(4,582
|
)
|
|
(112,838
|
)
|
|
(37,760
|
)
|
|||
Cash and Due From Banks at Beginning of Year
|
105,702
|
|
|
218,540
|
|
|
256,300
|
|
|||
Cash and Due From Banks at End of Year
|
$
|
101,120
|
|
|
$
|
105,702
|
|
|
$
|
218,540
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
91,116
|
|
|
$
|
78,384
|
|
|
$
|
86,607
|
|
Income taxes
|
13,378
|
|
|
16,778
|
|
|
32,605
|
|
|||
|
|
|
|
|
|
||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Pass
: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.
|
•
|
Special Mention
: These loans have an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.
|
•
|
Substandard or Lower
: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.
|
•
|
The loans are segmented into pools with similar characteristics, as noted above. Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status.
|
•
|
A loss rate is calculated for each pool through a migration analysis of historical losses as loans migrate through the various risk rating or delinquency categories. Estimated loss rates are based on a probability of default and a loss rate forecast.
|
•
|
The loss rate is adjusted to consider qualitative factors, such as economic conditions and trends.
|
•
|
The resulting adjusted loss rate is applied to the balance of the loans in the pool to arrive at the allowance allocation for the pool.
|
•
|
Level 1 – Inputs that represent quoted prices for identical instruments in active markets.
|
•
|
Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
|
•
|
Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
|
NOTE 2 – RESTRICTIONS ON CASH AND DUE FROM BANKS
|
NOTE 3 – INVESTMENT SECURITIES
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
U.S. Government securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government sponsored agency securities
|
25,154
|
|
|
35
|
|
|
(53
|
)
|
|
25,136
|
|
||||
State and municipal securities
|
256,746
|
|
|
6,019
|
|
|
—
|
|
|
262,765
|
|
||||
Corporate debt securities
|
100,336
|
|
|
2,695
|
|
|
(6,076
|
)
|
|
96,955
|
|
||||
Collateralized mortgage obligations
|
835,439
|
|
|
3,042
|
|
|
(16,972
|
)
|
|
821,509
|
|
||||
Mortgage-backed securities
|
1,154,935
|
|
|
10,104
|
|
|
(6,204
|
)
|
|
1,158,835
|
|
||||
Auction rate securities
|
106,772
|
|
|
—
|
|
|
(8,713
|
)
|
|
98,059
|
|
||||
Total Debt Securities
|
2,479,382
|
|
|
21,895
|
|
|
(38,018
|
)
|
|
2,463,259
|
|
||||
Equity securities
|
14,677
|
|
|
6,845
|
|
|
(8
|
)
|
|
21,514
|
|
||||
Total
|
$
|
2,494,059
|
|
|
$
|
28,740
|
|
|
$
|
(38,026
|
)
|
|
$
|
2,484,773
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
U.S. Government securities
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200
|
|
U.S. Government sponsored agency securities
|
209
|
|
|
5
|
|
|
—
|
|
|
214
|
|
||||
State and municipal securities
|
238,250
|
|
|
7,231
|
|
|
(266
|
)
|
|
245,215
|
|
||||
Corporate debt securities
|
99,016
|
|
|
5,126
|
|
|
(6,108
|
)
|
|
98,034
|
|
||||
Collateralized mortgage obligations
|
917,395
|
|
|
5,705
|
|
|
(20,787
|
)
|
|
902,313
|
|
||||
Mortgage-backed securities
|
914,797
|
|
|
16,978
|
|
|
(2,944
|
)
|
|
928,831
|
|
||||
Auction rate securities
|
108,751
|
|
|
—
|
|
|
(7,810
|
)
|
|
100,941
|
|
||||
Total Debt Securities
|
2,278,618
|
|
|
35,045
|
|
|
(37,915
|
)
|
|
2,275,748
|
|
||||
Equity securities
|
33,469
|
|
|
14,167
|
|
|
(13
|
)
|
|
47,623
|
|
||||
Total
|
$
|
2,312,087
|
|
|
$
|
49,212
|
|
|
$
|
(37,928
|
)
|
|
$
|
2,323,371
|
|
|
Amortized
Cost |
|
Estimated
Fair Value |
||||
|
(in thousands)
|
||||||
|
|
||||||
Due in one year or less
|
$
|
75,458
|
|
|
$
|
75,945
|
|
Due from one year to five years
|
85,840
|
|
|
87,877
|
|
||
Due from five years to ten years
|
124,190
|
|
|
127,103
|
|
||
Due after ten years
|
203,520
|
|
|
191,990
|
|
||
|
489,008
|
|
|
482,915
|
|
||
Collateralized mortgage obligations
|
835,439
|
|
|
821,509
|
|
||
Mortgage-backed securities
|
1,154,935
|
|
|
1,158,835
|
|
||
Total
|
$
|
2,479,382
|
|
|
$
|
2,463,259
|
|
|
Gross
Realized Gains |
|
Gross
Realized Losses |
|
Other-
than- temporary Impairment Losses |
|
Net
Gains |
||||||||
|
(in thousands)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
6,496
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
6,495
|
|
Debt securities
|
2,571
|
|
|
—
|
|
|
—
|
|
|
2,571
|
|
||||
Total
|
$
|
9,067
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
9,066
|
|
2014:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
323
|
|
Debt securities
|
2,058
|
|
|
(322
|
)
|
|
(18
|
)
|
|
1,718
|
|
||||
Total
|
$
|
2,393
|
|
|
$
|
(322
|
)
|
|
$
|
(30
|
)
|
|
$
|
2,041
|
|
2013:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
4,391
|
|
|
$
|
(28
|
)
|
|
$
|
(27
|
)
|
|
$
|
4,336
|
|
Debt securities
|
3,787
|
|
|
(22
|
)
|
|
(97
|
)
|
|
3,668
|
|
||||
Total
|
$
|
8,178
|
|
|
$
|
(50
|
)
|
|
$
|
(124
|
)
|
|
$
|
8,004
|
|
|
|
2014
|
|
2013
|
||||
|
(in thousands)
|
|||||||
Equity securities - financial institution stocks
|
|
$
|
12
|
|
|
$
|
27
|
|
Pooled trust preferred securities
|
|
18
|
|
|
97
|
|
||
Total other-than-temporary impairment charges
|
|
$
|
30
|
|
|
$
|
124
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Balance of cumulative credit losses on debt securities, beginning of year
|
$
|
(16,242
|
)
|
|
$
|
(20,691
|
)
|
|
$
|
(23,079
|
)
|
Additions for credit losses recorded which were not previously recognized as components of earnings
|
—
|
|
|
(18
|
)
|
|
(97
|
)
|
|||
Reductions for securities sold during the period
|
4,730
|
|
|
4,460
|
|
|
2,468
|
|
|||
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security
|
2
|
|
|
7
|
|
|
17
|
|
|||
Balance of cumulative credit losses on debt securities, end of year
|
$
|
(11,510
|
)
|
|
$
|
(16,242
|
)
|
|
$
|
(20,691
|
)
|
|
Less Than 12 months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Estimated
Fair Value |
|
Unrealized
Losses |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
U.S. Government sponsored agency securities
|
$
|
9,957
|
|
|
$
|
(53
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,957
|
|
|
$
|
(53
|
)
|
Corporate debt securities
|
12,892
|
|
|
(97
|
)
|
|
33,036
|
|
|
(5,979
|
)
|
|
45,928
|
|
|
(6,076
|
)
|
||||||
Collateralized mortgage obligations
|
166,007
|
|
|
(1,467
|
)
|
|
467,778
|
|
|
(15,505
|
)
|
|
633,785
|
|
|
(16,972
|
)
|
||||||
Mortgage-backed securities
|
611,920
|
|
|
(4,783
|
)
|
|
63,818
|
|
|
(1,421
|
)
|
|
675,738
|
|
|
(6,204
|
)
|
||||||
Auction rate securities
|
—
|
|
|
—
|
|
|
98,059
|
|
|
(8,713
|
)
|
|
98,059
|
|
|
(8,713
|
)
|
||||||
Total debt securities
|
800,776
|
|
|
(6,400
|
)
|
|
662,691
|
|
|
(31,618
|
)
|
|
1,463,467
|
|
|
(38,018
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
14
|
|
|
(8
|
)
|
|
14
|
|
|
(8
|
)
|
||||||
Total
|
$
|
800,776
|
|
|
$
|
(6,400
|
)
|
|
$
|
662,705
|
|
|
$
|
(31,626
|
)
|
|
$
|
1,463,481
|
|
|
$
|
(38,026
|
)
|
|
2015
|
|
2014
|
||||||||||||
|
Amortized
Cost |
|
Estimated
Fair Value |
|
Amortized
Cost |
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
Single-issuer trust preferred securities
|
$
|
44,648
|
|
|
$
|
39,106
|
|
|
$
|
47,569
|
|
|
$
|
42,016
|
|
Subordinated debt
|
51,653
|
|
|
53,108
|
|
|
47,530
|
|
|
50,023
|
|
||||
Pooled trust preferred securities
|
—
|
|
|
706
|
|
|
2,010
|
|
|
4,088
|
|
||||
Corporate debt securities issued by financial institutions
|
96,301
|
|
|
92,920
|
|
|
97,109
|
|
|
96,127
|
|
||||
Other corporate debt securities
|
4,035
|
|
|
4,035
|
|
|
1,907
|
|
|
1,907
|
|
||||
Available for sale corporate debt securities
|
$
|
100,336
|
|
|
$
|
96,955
|
|
|
$
|
99,016
|
|
|
$
|
98,034
|
|
NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Real estate – commercial mortgage
|
$
|
5,462,330
|
|
|
$
|
5,197,155
|
|
Commercial – industrial, financial and agricultural
|
4,088,962
|
|
|
3,725,567
|
|
||
Real estate – home equity
|
1,684,439
|
|
|
1,736,688
|
|
||
Real estate – residential mortgage
|
1,376,160
|
|
|
1,377,068
|
|
||
Real estate – construction
|
799,988
|
|
|
690,601
|
|
||
Consumer
|
268,588
|
|
|
265,431
|
|
||
Leasing and other
|
170,914
|
|
|
127,562
|
|
||
Overdrafts
|
2,737
|
|
|
4,021
|
|
||
Loans, gross of unearned income
|
13,854,118
|
|
|
13,124,093
|
|
||
Unearned income
|
(15,516
|
)
|
|
(12,377
|
)
|
||
Loans, net of unearned income
|
$
|
13,838,602
|
|
|
$
|
13,111,716
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Allowance for loan losses
|
$
|
169,054
|
|
|
$
|
184,144
|
|
|
$
|
202,780
|
|
Reserve for unfunded lending commitments
|
2,358
|
|
|
1,787
|
|
|
2,137
|
|
|||
Allowance for credit losses
|
$
|
171,412
|
|
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
$
|
225,439
|
|
Loans charged off
|
(32,157
|
)
|
|
(44,593
|
)
|
|
(80,212
|
)
|
|||
Recoveries of loans previously charged off
|
15,388
|
|
|
13,107
|
|
|
19,190
|
|
|||
Net loans charged off
|
(16,769
|
)
|
|
(31,486
|
)
|
|
(61,022
|
)
|
|||
Provision for credit losses
|
2,250
|
|
|
12,500
|
|
|
40,500
|
|
|||
Balance at end of year
|
$
|
171,412
|
|
|
$
|
185,931
|
|
|
$
|
204,917
|
|
|
Real Estate -
Commercial Mortgage |
|
Commercial -
Industrial, Financial and Agricultural |
|
Real Estate -
Home Equity |
|
Real Estate -
Residential Mortgage |
|
Real Estate -
Construction |
|
Consumer
|
|
Leasing
and other and Overdrafts |
|
Unallocated (1)
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Balance at December 31, 2013
|
$
|
55,659
|
|
|
$
|
50,330
|
|
|
$
|
28,222
|
|
|
$
|
33,082
|
|
|
$
|
12,649
|
|
|
$
|
3,260
|
|
|
$
|
3,370
|
|
|
$
|
16,208
|
|
|
$
|
202,780
|
|
Loans charged off
|
(6,004
|
)
|
|
(24,516
|
)
|
|
(5,486
|
)
|
|
(2,918
|
)
|
|
(1,209
|
)
|
|
(2,325
|
)
|
|
(2,135
|
)
|
|
—
|
|
|
(44,593
|
)
|
|||||||||
Recoveries of loans previously charged off
|
1,960
|
|
|
4,256
|
|
|
1,025
|
|
|
451
|
|
|
3,177
|
|
|
1,322
|
|
|
916
|
|
|
—
|
|
|
13,107
|
|
|||||||||
Net loans charged off
|
(4,044
|
)
|
|
(20,260
|
)
|
|
(4,461
|
)
|
|
(2,467
|
)
|
|
1,968
|
|
|
(1,003
|
)
|
|
(1,219
|
)
|
|
—
|
|
|
(31,486
|
)
|
|||||||||
Provision for loan losses (2)
|
1,878
|
|
|
21,308
|
|
|
4,510
|
|
|
(1,543
|
)
|
|
(4,861
|
)
|
|
758
|
|
|
(352
|
)
|
|
(8,848
|
)
|
|
12,850
|
|
|||||||||
Balance at December 31, 2014
|
53,493
|
|
|
51,378
|
|
|
28,271
|
|
|
29,072
|
|
|
9,756
|
|
|
3,015
|
|
|
1,799
|
|
|
7,360
|
|
|
184,144
|
|
|||||||||
Loans charged off
|
(4,218
|
)
|
|
(15,639
|
)
|
|
(3,604
|
)
|
|
(3,612
|
)
|
|
(201
|
)
|
|
(2,227
|
)
|
|
(2,656
|
)
|
|
—
|
|
|
(32,157
|
)
|
|||||||||
Recoveries of loans previously charged off
|
2,801
|
|
|
5,264
|
|
|
1,362
|
|
|
1,322
|
|
|
2,824
|
|
|
1,130
|
|
|
685
|
|
|
—
|
|
|
15,388
|
|
|||||||||
Net loans charged off
|
(1,417
|
)
|
|
(10,375
|
)
|
|
(2,242
|
)
|
|
(2,290
|
)
|
|
2,623
|
|
|
(1,097
|
)
|
|
(1,971
|
)
|
|
—
|
|
|
(16,769
|
)
|
|||||||||
Provision for loan losses (2)
|
(4,210
|
)
|
|
16,095
|
|
|
(3,624
|
)
|
|
(5,407
|
)
|
|
(5,850
|
)
|
|
667
|
|
|
2,640
|
|
|
1,368
|
|
|
1,679
|
|
|||||||||
Balance at December 31, 2015
|
$
|
47,866
|
|
|
$
|
57,098
|
|
|
$
|
22,405
|
|
|
$
|
21,375
|
|
|
$
|
6,529
|
|
|
$
|
2,585
|
|
|
$
|
2,468
|
|
|
$
|
8,728
|
|
|
$
|
169,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
35,395
|
|
|
$
|
42,515
|
|
|
$
|
14,412
|
|
|
$
|
7,953
|
|
|
$
|
4,134
|
|
|
$
|
2,563
|
|
|
$
|
1,764
|
|
|
$
|
8,728
|
|
|
$
|
117,464
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
12,471
|
|
|
14,583
|
|
|
7,993
|
|
|
13,422
|
|
|
2,395
|
|
|
22
|
|
|
704
|
|
|
N/A
|
|
|
51,590
|
|
|||||||||
|
$
|
47,866
|
|
|
$
|
57,098
|
|
|
$
|
22,405
|
|
|
$
|
21,375
|
|
|
$
|
6,529
|
|
|
$
|
2,585
|
|
|
$
|
2,468
|
|
|
$
|
8,728
|
|
|
$
|
169,054
|
|
Loans, net of unearned income at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
5,404,036
|
|
|
$
|
4,040,810
|
|
|
$
|
1,668,673
|
|
|
$
|
1,325,735
|
|
|
$
|
784,002
|
|
|
$
|
268,555
|
|
|
$
|
156,710
|
|
|
N/A
|
|
|
$
|
13,648,521
|
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
58,294
|
|
|
48,152
|
|
|
15,766
|
|
|
50,425
|
|
|
15,986
|
|
|
33
|
|
|
1,425
|
|
|
N/A
|
|
|
190,081
|
|
|||||||||
|
$
|
5,462,330
|
|
|
$
|
4,088,962
|
|
|
$
|
1,684,439
|
|
|
$
|
1,376,160
|
|
|
$
|
799,988
|
|
|
$
|
268,588
|
|
|
$
|
158,135
|
|
|
N/A
|
|
|
$
|
13,838,602
|
|
|
Allowance for loan losses at December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
36,778
|
|
|
$
|
38,348
|
|
|
$
|
19,047
|
|
|
$
|
10,480
|
|
|
$
|
6,485
|
|
|
$
|
2,980
|
|
|
$
|
1,799
|
|
|
$
|
7,360
|
|
|
$
|
123,277
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
16,715
|
|
|
13,030
|
|
|
9,224
|
|
|
18,592
|
|
|
3,271
|
|
|
35
|
|
|
—
|
|
|
N/A
|
|
|
60,867
|
|
|||||||||
|
$
|
53,493
|
|
|
$
|
51,378
|
|
|
$
|
28,271
|
|
|
$
|
29,072
|
|
|
$
|
9,756
|
|
|
$
|
3,015
|
|
|
$
|
1,799
|
|
|
$
|
7,360
|
|
|
$
|
184,144
|
|
Loans, net of unearned income at December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
5,133,896
|
|
|
$
|
3,690,561
|
|
|
$
|
1,723,230
|
|
|
$
|
1,325,717
|
|
|
$
|
665,012
|
|
|
$
|
265,393
|
|
|
$
|
119,206
|
|
|
N/A
|
|
|
$
|
12,923,015
|
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
63,259
|
|
|
35,006
|
|
|
13,458
|
|
|
51,351
|
|
|
25,589
|
|
|
38
|
|
|
—
|
|
|
N/A
|
|
|
188,701
|
|
|||||||||
|
$
|
5,197,155
|
|
|
$
|
3,725,567
|
|
|
$
|
1,736,688
|
|
|
$
|
1,377,068
|
|
|
$
|
690,601
|
|
|
$
|
265,431
|
|
|
$
|
119,206
|
|
|
N/A
|
|
|
$
|
13,111,716
|
|
(1)
|
The unallocated allowance, which was approximately
5%
and
4%
of the total allowance for credit losses as of
December 31, 2015
and
December 31, 2014
, respectively, was, in the opinion of management, reasonable and appropriate given that the estimates used in the allocation process are inherently imprecise.
|
(2)
|
For the year ended
December 31, 2015
, the provision for loan losses excluded a
$571,000
increase in the reserve for unfunded lending commitments. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was
$2.3 million
for the year ended
December 31, 2015
. For the year ended
December 31, 2014
, the provision for loan losses excluded a
$350,000
decrease in the reserve for unfunded lending commitments. The total provision for credit losses, was
$12.5 million
for the year ended
December 31, 2014
.
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Unpaid
Principal Balance |
|
Recorded
Investment |
|
Related
Allowance |
|
Unpaid
Principal Balance |
|
Recorded
Investment |
|
Related
Allowance |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
$
|
27,872
|
|
|
$
|
22,596
|
|
|
$
|
—
|
|
|
$
|
25,802
|
|
|
$
|
23,236
|
|
|
$
|
—
|
|
Commercial - secured
|
18,012
|
|
|
13,702
|
|
|
—
|
|
|
17,599
|
|
|
14,582
|
|
|
—
|
|
||||||
Real estate - residential mortgage
|
4,790
|
|
|
4,790
|
|
|
—
|
|
|
4,873
|
|
|
4,873
|
|
|
—
|
|
||||||
Construction - commercial residential
|
9,916
|
|
|
8,865
|
|
|
—
|
|
|
18,041
|
|
|
14,801
|
|
|
—
|
|
||||||
Construction - commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
1,707
|
|
|
1,581
|
|
|
—
|
|
||||||
|
60,590
|
|
|
49,953
|
|
|
|
|
68,022
|
|
|
59,073
|
|
|
|
||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
45,189
|
|
|
35,698
|
|
|
12,471
|
|
|
49,619
|
|
|
40,023
|
|
|
16,715
|
|
||||||
Commercial - secured
|
39,659
|
|
|
33,629
|
|
|
14,085
|
|
|
24,824
|
|
|
19,335
|
|
|
12,165
|
|
||||||
Commercial - unsecured
|
971
|
|
|
821
|
|
|
498
|
|
|
1,241
|
|
|
1,089
|
|
|
865
|
|
||||||
Real estate - home equity
|
20,347
|
|
|
15,766
|
|
|
7,993
|
|
|
19,392
|
|
|
13,458
|
|
|
9,224
|
|
||||||
Real estate - residential mortgage
|
55,242
|
|
|
45,635
|
|
|
13,422
|
|
|
56,607
|
|
|
46,478
|
|
|
18,592
|
|
||||||
Construction - commercial residential
|
9,949
|
|
|
6,290
|
|
|
2,110
|
|
|
14,007
|
|
|
7,903
|
|
|
2,675
|
|
||||||
Construction - commercial
|
820
|
|
|
638
|
|
|
217
|
|
|
1,501
|
|
|
1,023
|
|
|
459
|
|
||||||
Construction - other
|
331
|
|
|
193
|
|
|
68
|
|
|
452
|
|
|
281
|
|
|
137
|
|
||||||
Consumer - indirect
|
14
|
|
|
14
|
|
|
8
|
|
|
20
|
|
|
19
|
|
|
18
|
|
||||||
Consumer - direct
|
19
|
|
|
19
|
|
|
14
|
|
|
19
|
|
|
19
|
|
|
17
|
|
||||||
Leasing and other and overdrafts
|
1,658
|
|
|
1,425
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
174,199
|
|
|
140,128
|
|
|
51,590
|
|
|
167,682
|
|
|
129,628
|
|
|
60,867
|
|
||||||
Total
|
$
|
234,789
|
|
|
$
|
190,081
|
|
|
$
|
51,590
|
|
|
$
|
235,704
|
|
|
$
|
188,701
|
|
|
$
|
60,867
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
$
|
25,345
|
|
|
$
|
315
|
|
|
$
|
23,467
|
|
|
$
|
320
|
|
|
$
|
28,603
|
|
|
$
|
489
|
|
Commercial - secured
|
15,654
|
|
|
97
|
|
|
18,928
|
|
|
119
|
|
|
30,299
|
|
|
173
|
|
||||||
Commercial - unsecured
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||||
Real estate - home equity
|
—
|
|
|
—
|
|
|
180
|
|
|
1
|
|
|
262
|
|
|
1
|
|
||||||
Real estate - residential mortgage
|
5,389
|
|
|
124
|
|
|
1,532
|
|
|
31
|
|
|
695
|
|
|
25
|
|
||||||
Construction - commercial residential
|
11,685
|
|
|
148
|
|
|
15,421
|
|
|
227
|
|
|
19,847
|
|
|
256
|
|
||||||
Construction - commercial
|
915
|
|
|
—
|
|
|
1,907
|
|
|
—
|
|
|
3,480
|
|
|
2
|
|
||||||
|
59,005
|
|
|
684
|
|
|
61,435
|
|
|
698
|
|
|
83,212
|
|
|
946
|
|
||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
39,232
|
|
|
475
|
|
|
38,240
|
|
|
524
|
|
|
44,136
|
|
|
706
|
|
||||||
Commercial - secured
|
25,660
|
|
|
150
|
|
|
20,991
|
|
|
129
|
|
|
27,919
|
|
|
153
|
|
||||||
Commercial - unsecured
|
1,749
|
|
|
6
|
|
|
895
|
|
|
3
|
|
|
1,411
|
|
|
5
|
|
||||||
Real estate - home equity
|
13,887
|
|
|
144
|
|
|
13,976
|
|
|
108
|
|
|
14,092
|
|
|
65
|
|
||||||
Real estate - residential mortgage
|
46,252
|
|
|
1,041
|
|
|
50,281
|
|
|
1,178
|
|
|
52,251
|
|
|
1,210
|
|
||||||
Construction - commercial residential
|
6,455
|
|
|
79
|
|
|
8,723
|
|
|
136
|
|
|
11,219
|
|
|
168
|
|
||||||
Construction - commercial
|
931
|
|
|
—
|
|
|
1,900
|
|
|
—
|
|
|
2,468
|
|
|
3
|
|
||||||
Construction - other
|
263
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
523
|
|
|
1
|
|
||||||
Consumer - indirect
|
16
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Consumer - direct
|
17
|
|
|
1
|
|
|
16
|
|
|
1
|
|
|
19
|
|
|
—
|
|
||||||
Leasing and other and overdrafts
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||||
|
134,747
|
|
|
1,897
|
|
|
135,416
|
|
|
2,079
|
|
|
154,050
|
|
|
2,311
|
|
||||||
Total
|
$
|
193,752
|
|
|
$
|
2,581
|
|
|
$
|
196,851
|
|
|
$
|
2,777
|
|
|
$
|
237,262
|
|
|
$
|
3,257
|
|
(1)
|
All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the years ended
December 31, 2015
,
2014
and
2013
represents amounts earned on accruing TDRs.
|
|
Pass
|
|
Special Mention
|
|
Substandard or Lower
|
|
Total
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
5,204,263
|
|
|
$
|
4,899,016
|
|
|
$
|
102,625
|
|
|
$
|
127,302
|
|
|
$
|
155,442
|
|
|
$
|
170,837
|
|
|
$
|
5,462,330
|
|
|
$
|
5,197,155
|
|
Commercial - secured
|
3,696,692
|
|
|
3,333,486
|
|
|
92,711
|
|
|
120,584
|
|
|
136,710
|
|
|
110,544
|
|
|
3,926,113
|
|
|
3,564,614
|
|
||||||||
Commercial -unsecured
|
156,742
|
|
|
146,680
|
|
|
2,761
|
|
|
7,463
|
|
|
3,346
|
|
|
6,810
|
|
|
162,849
|
|
|
160,953
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
3,853,434
|
|
|
3,480,166
|
|
|
95,472
|
|
|
128,047
|
|
|
140,056
|
|
|
117,354
|
|
|
4,088,962
|
|
|
3,725,567
|
|
||||||||
Construction - commercial residential
|
140,337
|
|
|
136,109
|
|
|
17,154
|
|
|
27,495
|
|
|
21,812
|
|
|
40,066
|
|
|
179,303
|
|
|
203,670
|
|
||||||||
Construction - commercial
|
552,710
|
|
|
409,631
|
|
|
3,684
|
|
|
12,202
|
|
|
3,597
|
|
|
5,586
|
|
|
559,991
|
|
|
427,419
|
|
||||||||
Total real estate - construction (excluding construction - other)
|
693,047
|
|
|
545,740
|
|
|
20,838
|
|
|
39,697
|
|
|
25,409
|
|
|
45,652
|
|
|
739,294
|
|
|
631,089
|
|
||||||||
Total
|
$
|
9,750,744
|
|
|
$
|
8,924,922
|
|
|
$
|
218,935
|
|
|
$
|
295,046
|
|
|
$
|
320,907
|
|
|
$
|
333,843
|
|
|
$
|
10,290,586
|
|
|
$
|
9,553,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
94.8
|
%
|
|
93.4
|
%
|
|
2.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.5
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Performing
|
|
Delinquent (1)
|
|
Non-performing (2)
|
|
Total
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
1,660,773
|
|
|
$
|
1,711,017
|
|
|
$
|
8,983
|
|
|
$
|
10,931
|
|
|
$
|
14,683
|
|
|
$
|
14,740
|
|
|
$
|
1,684,439
|
|
|
$
|
1,736,688
|
|
Real estate - residential mortgage
|
1,329,371
|
|
|
1,321,139
|
|
|
18,305
|
|
|
26,934
|
|
|
28,484
|
|
|
28,995
|
|
|
1,376,160
|
|
|
1,377,068
|
|
||||||||
Real estate - construction - other
|
59,997
|
|
|
59,180
|
|
|
88
|
|
|
—
|
|
|
609
|
|
|
332
|
|
|
60,694
|
|
|
59,512
|
|
||||||||
Consumer - direct
|
94,262
|
|
|
104,018
|
|
|
2,254
|
|
|
2,891
|
|
|
2,203
|
|
|
2,414
|
|
|
98,719
|
|
|
109,323
|
|
||||||||
Consumer - indirect
|
166,823
|
|
|
153,358
|
|
|
2,809
|
|
|
2,574
|
|
|
237
|
|
|
176
|
|
|
169,869
|
|
|
156,108
|
|
||||||||
Total consumer
|
261,085
|
|
|
257,376
|
|
|
5,063
|
|
|
5,465
|
|
|
2,440
|
|
|
2,590
|
|
|
268,588
|
|
|
265,431
|
|
||||||||
Leasing and other and overdrafts
|
155,870
|
|
|
118,550
|
|
|
759
|
|
|
523
|
|
|
1,506
|
|
|
133
|
|
|
158,135
|
|
|
119,206
|
|
||||||||
Total
|
$
|
3,467,096
|
|
|
$
|
3,467,262
|
|
|
$
|
33,198
|
|
|
$
|
43,853
|
|
|
$
|
47,722
|
|
|
$
|
46,790
|
|
|
$
|
3,548,016
|
|
|
$
|
3,557,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
97.7
|
%
|
|
97.5
|
%
|
|
1.0
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
1.3
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Non-accrual loans
|
$
|
129,523
|
|
|
$
|
121,080
|
|
Loans 90 days or more past due and still accruing
|
15,291
|
|
|
17,402
|
|
||
Total non-performing loans
|
144,814
|
|
|
138,482
|
|
||
Other real estate owned
|
11,099
|
|
|
12,022
|
|
||
Total non-performing assets
|
$
|
155,913
|
|
|
$
|
150,504
|
|
|
2015
|
||||||||||||||||||||||||||||||
|
30-59
Days Past Due |
|
60-89
Days Past Due |
|
≥ 90 Days
Past Due and Accruing |
|
Non-
accrual |
|
Total ≥ 90
Days |
|
Total Past
Due |
|
Current
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
6,469
|
|
|
$
|
1,312
|
|
|
$
|
439
|
|
|
$
|
40,731
|
|
|
$
|
41,170
|
|
|
$
|
48,951
|
|
|
$
|
5,413,379
|
|
|
$
|
5,462,330
|
|
Commercial - secured
|
5,654
|
|
|
2,615
|
|
|
1,853
|
|
|
41,498
|
|
|
43,351
|
|
|
51,620
|
|
|
3,874,493
|
|
|
3,926,113
|
|
||||||||
Commercial - unsecured
|
510
|
|
|
83
|
|
|
19
|
|
|
701
|
|
|
720
|
|
|
1,313
|
|
|
161,536
|
|
|
162,849
|
|
||||||||
Total Commercial - industrial, financial and agricultural
|
6,164
|
|
|
2,698
|
|
|
1,872
|
|
|
42,199
|
|
|
44,071
|
|
|
52,933
|
|
|
4,036,029
|
|
|
4,088,962
|
|
||||||||
Real estate - home equity
|
6,438
|
|
|
2,545
|
|
|
3,473
|
|
|
11,210
|
|
|
14,683
|
|
|
23,666
|
|
|
1,660,773
|
|
|
1,684,439
|
|
||||||||
Real estate - residential mortgage
|
15,141
|
|
|
3,164
|
|
|
6,570
|
|
|
21,914
|
|
|
28,484
|
|
|
46,789
|
|
|
1,329,371
|
|
|
1,376,160
|
|
||||||||
Construction - commercial
|
50
|
|
|
176
|
|
|
—
|
|
|
638
|
|
|
638
|
|
|
864
|
|
|
559,127
|
|
|
559,991
|
|
||||||||
Construction - commercial residential
|
1,366
|
|
|
494
|
|
|
—
|
|
|
11,213
|
|
|
11,213
|
|
|
13,073
|
|
|
166,230
|
|
|
179,303
|
|
||||||||
Construction - other
|
88
|
|
|
—
|
|
|
416
|
|
|
193
|
|
|
609
|
|
|
697
|
|
|
59,997
|
|
|
60,694
|
|
||||||||
Total Real estate - construction
|
1,504
|
|
|
670
|
|
|
416
|
|
|
12,044
|
|
|
12,460
|
|
|
14,634
|
|
|
785,354
|
|
|
799,988
|
|
||||||||
Consumer - direct
|
1,687
|
|
|
567
|
|
|
2,203
|
|
|
—
|
|
|
2,203
|
|
|
4,457
|
|
|
94,262
|
|
|
98,719
|
|
||||||||
Consumer - indirect
|
2,308
|
|
|
501
|
|
|
237
|
|
|
—
|
|
|
237
|
|
|
3,046
|
|
|
166,823
|
|
|
169,869
|
|
||||||||
Total Consumer
|
3,995
|
|
|
1,068
|
|
|
2,440
|
|
|
—
|
|
|
2,440
|
|
|
7,503
|
|
|
261,085
|
|
|
268,588
|
|
||||||||
Leasing and other and overdrafts
|
483
|
|
|
276
|
|
|
81
|
|
|
1,425
|
|
|
1,506
|
|
|
2,265
|
|
|
155,870
|
|
|
158,135
|
|
||||||||
|
$
|
40,194
|
|
|
$
|
11,733
|
|
|
$
|
15,291
|
|
|
$
|
129,523
|
|
|
$
|
144,814
|
|
|
$
|
196,741
|
|
|
$
|
13,641,861
|
|
|
$
|
13,838,602
|
|
|
2014
|
||||||||||||||||||||||||||||||
|
30-59
Days Past Due |
|
60-89
Days Past Due |
|
≥ 90 Days
Past Due and Accruing |
|
Non-
accrual |
|
Total ≥ 90
Days |
|
Total Past
Due |
|
Current
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
14,399
|
|
|
$
|
3,677
|
|
|
$
|
800
|
|
|
$
|
44,437
|
|
|
$
|
45,237
|
|
|
$
|
63,313
|
|
|
$
|
5,133,842
|
|
|
$
|
5,197,155
|
|
Commercial - secured
|
4,839
|
|
|
958
|
|
|
610
|
|
|
28,747
|
|
|
29,357
|
|
|
35,154
|
|
|
3,529,460
|
|
|
3,564,614
|
|
||||||||
Commercial - unsecured
|
395
|
|
|
65
|
|
|
9
|
|
|
1,022
|
|
|
1,031
|
|
|
1,491
|
|
|
159,462
|
|
|
160,953
|
|
||||||||
Total Commercial - industrial, financial and agricultural
|
5,234
|
|
|
1,023
|
|
|
619
|
|
|
29,769
|
|
|
30,388
|
|
|
36,645
|
|
|
3,688,922
|
|
|
3,725,567
|
|
||||||||
Real estate - home equity
|
8,048
|
|
|
2,883
|
|
|
4,257
|
|
|
10,483
|
|
|
14,740
|
|
|
25,671
|
|
|
1,711,017
|
|
|
1,736,688
|
|
||||||||
Real estate - residential mortgage
|
18,789
|
|
|
8,145
|
|
|
8,952
|
|
|
20,043
|
|
|
28,995
|
|
|
55,929
|
|
|
1,321,139
|
|
|
1,377,068
|
|
||||||||
Construction - commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
2,604
|
|
|
2,604
|
|
|
2,604
|
|
|
424,815
|
|
|
427,419
|
|
||||||||
Construction - commercial residential
|
160
|
|
|
—
|
|
|
—
|
|
|
13,463
|
|
|
13,463
|
|
|
13,623
|
|
|
190,047
|
|
|
203,670
|
|
||||||||
Construction - other
|
—
|
|
|
—
|
|
|
51
|
|
|
281
|
|
|
332
|
|
|
332
|
|
|
59,180
|
|
|
59,512
|
|
||||||||
Total Real estate - construction
|
160
|
|
|
—
|
|
|
51
|
|
|
16,348
|
|
|
16,399
|
|
|
16,559
|
|
|
674,042
|
|
|
690,601
|
|
||||||||
Consumer - direct
|
2,034
|
|
|
857
|
|
|
2,414
|
|
|
—
|
|
|
2,414
|
|
|
5,305
|
|
|
104,018
|
|
|
109,323
|
|
||||||||
Consumer - indirect
|
2,156
|
|
|
418
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|
2,750
|
|
|
153,358
|
|
|
156,108
|
|
||||||||
Total Consumer
|
4,190
|
|
|
1,275
|
|
|
2,590
|
|
|
—
|
|
|
2,590
|
|
|
8,055
|
|
|
257,376
|
|
|
265,431
|
|
||||||||
Leasing and other and overdrafts
|
357
|
|
|
166
|
|
|
133
|
|
|
—
|
|
|
133
|
|
|
656
|
|
|
118,550
|
|
|
119,206
|
|
||||||||
|
$
|
51,177
|
|
|
$
|
17,169
|
|
|
$
|
17,402
|
|
|
$
|
121,080
|
|
|
$
|
138,482
|
|
|
$
|
206,828
|
|
|
$
|
12,904,888
|
|
|
$
|
13,111,716
|
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Real-estate - residential mortgage
|
$
|
28,511
|
|
|
$
|
31,308
|
|
Real-estate - commercial mortgage
|
17,563
|
|
|
18,822
|
|
||
Construction - commercial residential
|
3,942
|
|
|
9,241
|
|
||
Commercial - secured
|
5,833
|
|
|
5,170
|
|
||
Real estate - home equity
|
4,556
|
|
|
2,975
|
|
||
Commercial - unsecured
|
120
|
|
|
67
|
|
||
Consumer - direct
|
19
|
|
|
19
|
|
||
Consumer - indirect
|
14
|
|
|
19
|
|
||
Total accruing TDRs
|
60,558
|
|
|
67,621
|
|
||
Non-accrual TDRs (1)
|
31,035
|
|
|
24,616
|
|
||
Total TDRs
|
$
|
91,593
|
|
|
$
|
92,237
|
|
|
2015
|
|
2014
|
|||||||||||
Number of Loans
|
|
Post-Modification Recorded Investment
|
|
Number of Loans
|
|
Post-Modification Recorded Investment
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Commercial – secured:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity with rate concession
|
2
|
|
|
$
|
127
|
|
|
3
|
|
|
$
|
315
|
|
|
Extend maturity without rate concession
|
9
|
|
|
3,785
|
|
|
8
|
|
|
1,640
|
|
||
Commercial – unsecured:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity without rate concession
|
1
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||
Real estate - commercial mortgage:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity with rate concession
|
5
|
|
|
2,014
|
|
|
1
|
|
|
60
|
|
||
|
Extend maturity without rate concession
|
4
|
|
|
639
|
|
|
7
|
|
|
6,781
|
|
||
Real estate - home equity:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity with rate concession
|
2
|
|
|
36
|
|
|
—
|
|
|
—
|
|
||
|
Extend maturity without rate concession
|
3
|
|
|
203
|
|
|
—
|
|
|
—
|
|
||
|
Bankruptcy
|
52
|
|
|
2,501
|
|
|
30
|
|
|
1,551
|
|
||
Real estate – residential mortgage:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity with rate concession
|
4
|
|
|
750
|
|
|
2
|
|
|
390
|
|
||
|
Extend maturity without rate concession
|
3
|
|
|
262
|
|
|
2
|
|
|
210
|
|
||
|
Bankruptcy
|
7
|
|
|
2,508
|
|
|
19
|
|
|
1,807
|
|
||
Construction - commercial residential:
|
|
|
|
|
|
|
|
|||||||
|
Extend maturity without rate concession
|
1
|
|
|
1,535
|
|
|
3
|
|
|
3,616
|
|
||
Consumer - direct:
|
|
|
|
|
|
|
|
|||||||
|
Bankruptcy
|
2
|
|
|
6
|
|
|
7
|
|
|
7
|
|
||
Consumer - indirect:
|
|
|
|
|
|
|
|
|||||||
|
Bankruptcy
|
1
|
|
|
12
|
|
|
4
|
|
|
20
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total
|
96
|
|
|
$
|
14,416
|
|
|
86
|
|
|
$
|
16,397
|
|
|
2015
|
|
2014
|
||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||
|
(dollars in thousands)
|
||||||||||
Construction - commercial residential
|
—
|
|
$
|
—
|
|
|
2
|
|
$
|
1,803
|
|
Real estate - commercial mortgage
|
4
|
|
359
|
|
|
2
|
|
1,660
|
|
||
Real estate - residential mortgage
|
4
|
|
445
|
|
|
11
|
|
1,430
|
|
||
Commercial - secured
|
8
|
|
3,549
|
|
|
4
|
|
1,208
|
|
||
Real estate - home equity
|
13
|
|
763
|
|
|
11
|
|
961
|
|
||
Consumer - direct
|
—
|
|
—
|
|
|
1
|
|
1
|
|
||
Total
|
29
|
|
$
|
5,116
|
|
|
31
|
|
$
|
7,063
|
|
NOTE 5 – PREMISES AND EQUIPMENT
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
37,380
|
|
|
$
|
37,667
|
|
Buildings and improvements
|
297,018
|
|
|
287,271
|
|
||
Furniture and equipment
|
136,029
|
|
|
176,808
|
|
||
Construction in progress
|
16,585
|
|
|
21,055
|
|
||
|
487,012
|
|
|
522,801
|
|
||
Less: Accumulated depreciation and amortization
|
(261,477
|
)
|
|
(296,774
|
)
|
||
|
$
|
225,535
|
|
|
$
|
226,027
|
|
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
530,593
|
|
|
$
|
530,607
|
|
|
$
|
530,656
|
|
Other goodwill deductions
|
—
|
|
|
(14
|
)
|
|
(49
|
)
|
|||
Balance at end of year
|
$
|
530,593
|
|
|
$
|
530,593
|
|
|
$
|
530,607
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Amortizing:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit
|
$
|
50,279
|
|
|
$
|
(50,279
|
)
|
|
$
|
—
|
|
|
$
|
50,279
|
|
|
$
|
(50,054
|
)
|
|
$
|
225
|
|
Other
|
9,123
|
|
|
(9,123
|
)
|
|
—
|
|
|
9,123
|
|
|
(9,101
|
)
|
|
22
|
|
||||||
Total amortizing
|
59,402
|
|
|
(59,402
|
)
|
|
—
|
|
|
59,402
|
|
|
(59,155
|
)
|
|
247
|
|
||||||
Non-amortizing
|
963
|
|
|
—
|
|
|
963
|
|
|
963
|
|
|
—
|
|
|
963
|
|
||||||
|
$
|
60,365
|
|
|
$
|
(59,402
|
)
|
|
$
|
963
|
|
|
$
|
60,365
|
|
|
$
|
(59,155
|
)
|
|
$
|
1,210
|
|
NOTE 7 – MORTGAGE SERVICING RIGHTS
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Amortized cost:
|
|
|
|
||||
Balance at beginning of year
|
$
|
42,148
|
|
|
$
|
42,452
|
|
Originations of mortgage servicing rights
|
6,166
|
|
|
5,047
|
|
||
Amortization expense
|
(7,370
|
)
|
|
(5,351
|
)
|
||
Balance at end of year
|
$
|
40,944
|
|
|
$
|
42,148
|
|
Year
|
|
||
2016
|
$
|
10,681
|
|
2017
|
9,292
|
|
|
2018
|
7,774
|
|
|
2019
|
6,118
|
|
|
2020
|
4,316
|
|
NOTE 8 – DEPOSITS
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Noninterest-bearing demand
|
$
|
3,948,114
|
|
|
$
|
3,640,623
|
|
Interest-bearing demand
|
3,451,207
|
|
|
3,150,612
|
|
||
Savings and money market accounts
|
3,868,046
|
|
|
3,504,820
|
|
||
Time deposits
|
2,864,950
|
|
|
3,071,451
|
|
||
|
$
|
14,132,317
|
|
|
$
|
13,367,506
|
|
Year
|
|
||
2016
|
$
|
1,342,716
|
|
2017
|
508,171
|
|
|
2018
|
239,480
|
|
|
2019
|
527,480
|
|
|
2020
|
163,559
|
|
|
Thereafter
|
83,544
|
|
|
|
$
|
2,864,950
|
|
NOTE 9 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT
|
|
December 31,
|
|
Maximum Outstanding
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Federal funds purchased
|
$
|
197,235
|
|
|
$
|
6,219
|
|
|
$
|
582,436
|
|
|
$
|
266,338
|
|
|
$
|
577,581
|
|
|
$
|
848,179
|
|
Short-term FHLB advances (1)
|
110,000
|
|
|
70,000
|
|
|
400,000
|
|
|
200,000
|
|
|
600,000
|
|
|
600,000
|
|
||||||
Customer repurchase agreements
|
111,496
|
|
|
158,394
|
|
|
175,621
|
|
|
212,509
|
|
|
244,729
|
|
|
215,305
|
|
||||||
Customer short-term promissory notes
|
78,932
|
|
|
95,106
|
|
|
100,572
|
|
|
93,176
|
|
|
95,106
|
|
|
115,129
|
|
||||||
|
$
|
497,663
|
|
|
$
|
329,719
|
|
|
$
|
1,258,629
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Amount outstanding as of December 31
|
$
|
111,496
|
|
|
$
|
158,394
|
|
|
$
|
175,621
|
|
Weighted average interest rate as of December 31
|
0.15
|
%
|
|
0.13
|
%
|
|
0.12
|
%
|
|||
Average amount outstanding during the year
|
$
|
161,093
|
|
|
$
|
197,432
|
|
|
$
|
186,851
|
|
Weighted average interest rate during the year
|
0.10
|
%
|
|
0.10
|
%
|
|
0.11
|
%
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
FHLB advances
|
$
|
587,756
|
|
|
$
|
673,107
|
|
Subordinated debt
|
350,000
|
|
|
300,000
|
|
||
Junior subordinated deferrable interest debentures
|
16,496
|
|
|
171,136
|
|
||
Unamortized discounts and issuance costs
|
(4,710
|
)
|
|
(4,830
|
)
|
||
|
$
|
949,542
|
|
|
$
|
1,139,413
|
|
Year
|
|
||
2016
|
$
|
235,937
|
|
2017
|
114,539
|
|
|
2018
|
—
|
|
|
2019
|
186,760
|
|
|
2020
|
142,370
|
|
|
Thereafter
|
269,936
|
|
|
|
$
|
949,542
|
|
Debentures Issued to
|
Fixed/
Variable |
|
Interest
Rate |
|
Amount
|
|
Maturity
|
|
Callable
|
|
Call Price
|
|||
Columbia Bancorp Statutory Trust
|
Variable
|
|
2.88
|
%
|
|
$
|
6,186
|
|
|
06/30/34
|
|
03/31/16
|
|
100.0
|
Columbia Bancorp Statutory Trust II
|
Variable
|
|
2.40
|
%
|
|
4,124
|
|
|
03/15/35
|
|
03/15/16
|
|
100.0
|
|
Columbia Bancorp Statutory Trust III
|
Variable
|
|
2.28
|
%
|
|
6,186
|
|
|
06/15/35
|
|
03/15/16
|
|
100.0
|
|
|
|
|
|
|
$
|
16,496
|
|
|
|
|
|
|
|
NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS
|
|
2015
|
|
2014
|
||||||||||||
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
Interest Rate Locks with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
$
|
87,781
|
|
|
$
|
1,291
|
|
|
$
|
89,655
|
|
|
$
|
1,391
|
|
Negative fair values
|
267
|
|
|
(16
|
)
|
|
301
|
|
|
(6
|
)
|
||||
Net interest rate locks with customers
|
|
|
1,275
|
|
|
|
|
1,385
|
|
||||||
Forward Commitments
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
69,045
|
|
|
205
|
|
|
—
|
|
|
—
|
|
||||
Negative fair values
|
16,193
|
|
|
(24
|
)
|
|
93,802
|
|
|
(1,164
|
)
|
||||
Net forward commitments
|
|
|
181
|
|
|
|
|
(1,164
|
)
|
||||||
Interest Rate Swaps with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
846,490
|
|
|
32,915
|
|
|
468,080
|
|
|
19,716
|
|
||||
Negative fair values
|
8,757
|
|
|
(55
|
)
|
|
25,418
|
|
|
(198
|
)
|
||||
Net interest rate swaps with customers
|
|
|
32,860
|
|
|
|
|
19,518
|
|
||||||
Interest Rate Swaps with Dealer Counterparties
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
8,757
|
|
|
55
|
|
|
25,418
|
|
|
198
|
|
||||
Negative fair values
|
846,490
|
|
|
(32,915
|
)
|
|
468,080
|
|
|
(19,716
|
)
|
||||
Net interest rate swaps with dealer counterparties
|
|
|
(32,860
|
)
|
|
|
|
(19,518
|
)
|
||||||
Foreign Exchange Contracts with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
4,897
|
|
|
114
|
|
|
11,616
|
|
|
810
|
|
||||
Negative fair values
|
8,050
|
|
|
(184
|
)
|
|
5,250
|
|
|
(441
|
)
|
||||
Net foreign exchange contracts with customers
|
|
|
(70
|
)
|
|
|
|
369
|
|
||||||
Foreign Exchange Contracts with Correspondent Banks
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
9,728
|
|
|
428
|
|
|
5,287
|
|
|
446
|
|
||||
Negative fair values
|
6,899
|
|
|
(147
|
)
|
|
13,572
|
|
|
(876
|
)
|
||||
Net foreign exchange contracts with correspondent banks
|
|
|
281
|
|
|
|
|
(430
|
)
|
||||||
Net derivative fair value asset
|
|
|
$
|
1,667
|
|
|
|
|
$
|
160
|
|
|
2015
|
|
2014
|
|
2013
|
|
Statement of Income Classification
|
||||||
|
(in thousands)
|
|
|
||||||||||
Interest rate locks with customers
|
$
|
(110
|
)
|
|
$
|
577
|
|
|
$
|
(5,949
|
)
|
|
Mortgage banking income
|
Forward commitments
|
1,345
|
|
|
(2,422
|
)
|
|
1,466
|
|
|
Mortgage banking income
|
|||
Interest rate swaps with customers
|
13,342
|
|
|
20,406
|
|
|
(7,978
|
)
|
|
Other non-interest expense
|
|||
Interest rate swaps with counterparties
|
(13,342
|
)
|
|
(20,406
|
)
|
|
7,978
|
|
|
Other non-interest expense
|
|||
Foreign exchange contracts with customers
|
(439
|
)
|
|
688
|
|
|
(108
|
)
|
|
Other service charges and fees
|
|||
Foreign exchange contracts with correspondent banks
|
711
|
|
|
(880
|
)
|
|
507
|
|
|
Other service charges and fees
|
|||
Net fair value gains (losses) on derivative financial instruments
|
$
|
1,507
|
|
|
$
|
(2,037
|
)
|
|
$
|
(4,084
|
)
|
|
|
|
Cost (1)
|
|
Fair Value
|
|
Balance Sheet
Classification |
|
Fair Value (Loss) Gain
|
|
Statement of Income Classification
|
||||||
|
(in thousands)
|
||||||||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
$
|
16,584
|
|
|
$
|
16,886
|
|
|
Loans held for sale
|
|
$
|
(140
|
)
|
|
Mortgage banking income
|
December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
17,080
|
|
|
17,522
|
|
|
Loans held for sale
|
|
263
|
|
|
Mortgage banking income
|
(1)
|
Cost basis of mortgage loans held for sale represents the unpaid principal balance.
|
|
Gross Amounts
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Recognized
|
|
on the Consolidated
|
|
|
||||||||||
|
on the
|
|
Balance Sheets
|
|
|
||||||||||
|
Consolidated
|
|
Financial
|
|
Cash
|
|
Net
|
||||||||
|
Balance Sheets
|
|
Instruments (1)
|
|
Collateral (2)
|
|
Amount
|
||||||||
|
(in thousands)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative assets
|
$
|
32,970
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
32,915
|
|
Foreign exchange derivative assets with correspondent banks
|
428
|
|
|
(147
|
)
|
|
—
|
|
|
281
|
|
||||
Total
|
$
|
33,398
|
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
33,196
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap liabilities
|
$
|
32,970
|
|
|
$
|
(55
|
)
|
|
$
|
(31,130
|
)
|
|
$
|
1,785
|
|
Foreign exchange derivative liabilities with correspondent banks
|
147
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
33,117
|
|
|
$
|
(202
|
)
|
|
$
|
(31,130
|
)
|
|
$
|
1,785
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative assets
|
$
|
19,914
|
|
|
$
|
(206
|
)
|
|
$
|
—
|
|
|
$
|
19,708
|
|
Foreign exchange derivative assets with correspondent banks
|
446
|
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
20,360
|
|
|
$
|
(652
|
)
|
|
$
|
—
|
|
|
$
|
19,708
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap liabilities
|
$
|
19,914
|
|
|
$
|
(206
|
)
|
|
$
|
(19,210
|
)
|
|
$
|
498
|
|
Foreign exchange derivative liabilities with correspondent banks
|
876
|
|
|
(446
|
)
|
|
(310
|
)
|
|
120
|
|
||||
Total
|
$
|
20,790
|
|
|
$
|
(652
|
)
|
|
$
|
(19,520
|
)
|
|
$
|
618
|
|
(1)
|
For interest rate swap assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For interest rate swap liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.
|
(2)
|
Amounts represent cash collateral posted on interest rate swap transactions with financial institution counterparties. Interest rate swaps with customers are collateralized by the underlying loans to those borrowers.
|
NOTE 11 – REGULATORY MATTERS
|
•
|
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital of 6.00% of risk-weighted assets;
|
•
|
Continue to require the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio of 4.00% of average assets;
|
•
|
Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and
|
•
|
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size. In July 2015, the previously outstanding trust preferred securities issued by Fulton Capital Trust I were redeemed.
|
|
2015
|
|||||||||||||||||||
|
Actual
|
|
For Capital
Adequacy Purposes |
|
Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Total Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,997,926
|
|
|
13.2
|
%
|
|
$
|
1,214,868
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A.
|
1,088,709
|
|
|
12.2
|
|
|
714,734
|
|
|
8.0
|
|
|
$
|
893,418
|
|
|
10.0
|
%
|
||
Fulton Bank of New Jersey
|
373,465
|
|
|
12.6
|
|
|
236,691
|
|
|
8.0
|
|
|
295,864
|
|
|
10.0
|
|
|||
The Columbia Bank
|
211,355
|
|
|
13.7
|
|
|
123,260
|
|
|
8.0
|
|
|
154,075
|
|
|
10.0
|
|
|||
Lafayette Ambassador Bank
|
172,345
|
|
|
14.1
|
|
|
97,792
|
|
|
8.0
|
|
|
122,240
|
|
|
10.0
|
|
|||
Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,544,495
|
|
|
10.2
|
%
|
|
$
|
911,151
|
|
|
6.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
1,000,603
|
|
|
11.2
|
|
|
536,051
|
|
|
6.0
|
|
|
$
|
714,734
|
|
|
8.0
|
%
|
||
Fulton Bank of New Jersey
|
336,319
|
|
|
11.4
|
|
|
177,518
|
|
|
6.0
|
|
|
236,691
|
|
|
8.0
|
|
|||
The Columbia Bank
|
192,090
|
|
|
12.5
|
|
|
92,445
|
|
|
6.0
|
|
|
123,260
|
|
|
8.0
|
|
|||
Lafayette Ambassador Bank
|
162,092
|
|
|
13.3
|
|
|
73,344
|
|
|
6.0
|
|
|
97,792
|
|
|
8.0
|
|
|||
Common Equity Tier I Capital (to Risk-weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,541,214
|
|
|
10.2
|
%
|
|
$
|
683,363
|
|
|
4.5
|
%
|
|
N/A
|
|
N/A
|
|||
Fulton Bank, N.A
|
956,603
|
|
|
10.7
|
|
|
402,038
|
|
|
4.5
|
|
|
$
|
580,721
|
|
|
6.5
|
%
|
||
Fulton Bank of New Jersey
|
336,319
|
|
|
11.4
|
|
|
133,139
|
|
|
4.5
|
|
|
192,311
|
|
|
6.5
|
|
|||
The Columbia Bank
|
192,090
|
|
|
12.5
|
|
|
69,334
|
|
|
4.5
|
|
|
100,149
|
|
|
6.5
|
|
|||
Lafayette Ambassador Bank
|
162,092
|
|
|
13.3
|
|
|
55,008
|
|
|
4.5
|
|
|
79,456
|
|
|
6.5
|
|
|||
Tier I Capital (to Average Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,544,495
|
|
|
9.0
|
%
|
|
$
|
688,500
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
1,000,603
|
|
|
10.2
|
|
|
391,783
|
|
|
4.0
|
|
|
$
|
489,729
|
|
|
5.0
|
%
|
||
Fulton Bank of New Jersey
|
336,319
|
|
|
9.5
|
|
|
141,257
|
|
|
4.0
|
|
|
176,572
|
|
|
5.0
|
|
|||
The Columbia Bank
|
192,090
|
|
|
9.7
|
|
|
79,618
|
|
|
4.0
|
|
|
99,523
|
|
|
5.0
|
|
|||
Lafayette Ambassador Bank
|
162,092
|
|
|
11.0
|
|
|
59,152
|
|
|
4.0
|
|
|
73,940
|
|
|
5.0
|
|
|
2014
|
|||||||||||||||||||
|
Actual
|
|
For Capital
Adequacy Purposes |
|
Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Total Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,970,569
|
|
|
14.7
|
%
|
|
$
|
1,076,013
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A.
|
1,065,445
|
|
|
13.2
|
|
|
643,791
|
|
|
8.0
|
|
|
$
|
804,739
|
|
|
10.0
|
%
|
||
Fulton Bank of New Jersey
|
347,235
|
|
|
13.1
|
|
|
211,823
|
|
|
8.0
|
|
|
264,779
|
|
|
10.0
|
|
|||
The Columbia Bank
|
203,109
|
|
|
13.5
|
|
|
119,934
|
|
|
8.0
|
|
|
149,917
|
|
|
10.0
|
|
|||
Lafayette Ambassador Bank
|
167,800
|
|
|
15.9
|
|
|
84,407
|
|
|
8.0
|
|
|
105,508
|
|
|
10.0
|
|
|||
Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,655,853
|
|
|
12.3
|
|
|
$
|
538,007
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
977,547
|
|
|
12.1
|
|
|
321,896
|
|
|
4.0
|
|
|
$
|
482,843
|
|
|
6.0
|
%
|
||
Fulton Bank of New Jersey
|
313,843
|
|
|
11.9
|
|
|
105,911
|
|
|
4.0
|
|
|
158,867
|
|
|
6.0
|
|
|||
The Columbia Bank
|
184,331
|
|
|
12.3
|
|
|
59,967
|
|
|
4.0
|
|
|
89,950
|
|
|
6.0
|
|
|||
Lafayette Ambassador Bank
|
154,817
|
|
|
14.7
|
|
|
42,203
|
|
|
4.0
|
|
|
63,305
|
|
|
6.0
|
|
|||
Tier I Capital (to Average Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,655,853
|
|
|
10.0
|
|
|
$
|
663,421
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
977,547
|
|
|
10.5
|
|
|
373,288
|
|
|
4.0
|
|
|
$
|
466,610
|
|
|
5.0
|
%
|
||
Fulton Bank of New Jersey
|
313,843
|
|
|
9.4
|
|
|
133,580
|
|
|
4.0
|
|
|
166,975
|
|
|
5.0
|
|
|||
The Columbia Bank
|
184,331
|
|
|
9.4
|
|
|
78,186
|
|
|
4.0
|
|
|
97,733
|
|
|
5.0
|
|
|||
Lafayette Ambassador Bank
|
154,817
|
|
|
10.8
|
|
|
57,132
|
|
|
4.0
|
|
|
71,416
|
|
|
5.0
|
|
NOTE 12 – INCOME TAXES
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
34,455
|
|
|
$
|
32,957
|
|
|
$
|
38,573
|
|
State
|
2,042
|
|
|
1,126
|
|
|
687
|
|
|||
|
36,497
|
|
|
34,083
|
|
|
39,260
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
12,752
|
|
|
18,523
|
|
|
15,357
|
|
|||
State
|
672
|
|
|
—
|
|
|
(3,532
|
)
|
|||
|
13,424
|
|
|
18,523
|
|
|
11,825
|
|
|||
Income tax expense
|
$
|
49,921
|
|
|
$
|
52,606
|
|
|
$
|
51,085
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax-exempt income
|
(6.0
|
)
|
|
(5.4
|
)
|
|
(5.2
|
)
|
Tax Credit Investments
|
(5.2
|
)
|
|
(4.9
|
)
|
|
(4.9
|
)
|
Change in valuation allowance
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(2.0
|
)
|
Bank owned life insurance
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
State income taxes, net of federal benefit
|
1.9
|
|
|
1.2
|
|
|
1.1
|
|
Executive compensation
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Other, net
|
0.7
|
|
|
(0.3
|
)
|
|
0.4
|
|
Effective income tax rate
|
25.0
|
%
|
|
24.4
|
%
|
|
24.0
|
%
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
62,846
|
|
|
$
|
68,407
|
|
Postretirement and defined benefit plans
|
13,070
|
|
|
16,017
|
|
||
Deferred compensation
|
11,839
|
|
|
12,486
|
|
||
State loss carryforwards
|
11,170
|
|
|
12,960
|
|
||
Other accrued expenses
|
7,142
|
|
|
7,335
|
|
||
Other-than-temporary impairment of investments
|
5,501
|
|
|
8,126
|
|
||
Unrealized holding losses on securities available for sale
|
3,250
|
|
|
—
|
|
||
Other
|
10,165
|
|
|
8,433
|
|
||
Total gross deferred tax assets
|
124,983
|
|
|
133,764
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Direct leasing
|
20,309
|
|
|
12,399
|
|
||
Mortgage servicing rights
|
14,582
|
|
|
15,004
|
|
||
Acquisition premiums/discounts
|
8,897
|
|
|
8,200
|
|
||
Premises and equipment
|
5,955
|
|
|
7,897
|
|
||
Intangible assets
|
1,614
|
|
|
1,382
|
|
||
Unrealized holding gains on securities available for sale
|
—
|
|
|
3,949
|
|
||
Other
|
9,593
|
|
|
7,960
|
|
||
Total gross deferred tax liabilities
|
60,950
|
|
|
56,791
|
|
||
Net deferred tax asset, before valuation allowance
|
64,033
|
|
|
76,973
|
|
||
Valuation allowance
|
(8,359
|
)
|
|
(10,187
|
)
|
||
Net deferred tax asset
|
$
|
55,674
|
|
|
$
|
66,786
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
1,944
|
|
|
$
|
1,651
|
|
|
$
|
1,453
|
|
Prior period tax positions
|
—
|
|
|
188
|
|
|
—
|
|
|||
Current period tax positions
|
492
|
|
|
269
|
|
|
318
|
|
|||
Lapse of statute of limitations
|
(63
|
)
|
|
(164
|
)
|
|
(120
|
)
|
|||
Balance at end of year
|
$
|
2,373
|
|
|
$
|
1,944
|
|
|
$
|
1,651
|
|
NOTE 13 – EMPLOYEE BENEFIT PLANS
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
401(k) Retirement Plan
|
$
|
6,423
|
|
|
$
|
8,643
|
|
|
$
|
11,807
|
|
Pension Plan
|
4,102
|
|
|
1,514
|
|
|
2,477
|
|
|||
|
$
|
10,525
|
|
|
$
|
10,157
|
|
|
$
|
14,284
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Service cost (1)
|
$
|
579
|
|
|
$
|
367
|
|
|
$
|
202
|
|
Interest cost
|
3,405
|
|
|
3,413
|
|
|
3,087
|
|
|||
Expected return on assets
|
(3,009
|
)
|
|
(3,240
|
)
|
|
(3,194
|
)
|
|||
Net amortization and deferral
|
3,127
|
|
|
974
|
|
|
2,382
|
|
|||
Net periodic pension cost
|
$
|
4,102
|
|
|
$
|
1,514
|
|
|
$
|
2,477
|
|
(1)
|
The Pension Plan was curtailed effective January 1, 2008. Pension plan service cost for all years presented was related to administrative costs associated with the plan and not due to the accrual of additional participant benefits.
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation at beginning of year
|
$
|
93,079
|
|
|
$
|
73,362
|
|
Service cost
|
579
|
|
|
367
|
|
||
Interest cost
|
3,405
|
|
|
3,413
|
|
||
Benefit payments
|
(3,904
|
)
|
|
(5,164
|
)
|
||
Change due to change in assumptions
|
(7,722
|
)
|
|
22,055
|
|
||
Experience gain
|
(701
|
)
|
|
(954
|
)
|
||
Projected benefit obligation at end of year
|
$
|
84,736
|
|
|
$
|
93,079
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
51,730
|
|
|
$
|
55,448
|
|
Actual return on assets
|
(855
|
)
|
|
1,446
|
|
||
Benefit payments
|
(3,904
|
)
|
|
(5,164
|
)
|
||
Fair value of plan assets at end of year
|
$
|
46,971
|
|
|
$
|
51,730
|
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation
|
$
|
(84,736
|
)
|
|
$
|
(93,079
|
)
|
Fair value of plan assets
|
46,971
|
|
|
51,730
|
|
||
Funded status
|
$
|
(37,765
|
)
|
|
$
|
(41,349
|
)
|
|
Unrecognized Net Loss
|
||||||
|
Gross of tax
|
|
Net of tax
|
||||
|
(in thousands)
|
||||||
Balance as of December 31, 2013
|
$
|
16,161
|
|
|
$
|
10,505
|
|
Recognized as a component of 2014 periodic pension cost
|
(974
|
)
|
|
(633
|
)
|
||
Unrecognized losses arising in 2014
|
22,895
|
|
|
14,882
|
|
||
Balance as of December 31, 2014
|
38,082
|
|
|
24,754
|
|
||
Recognized as a component of 2015 periodic pension cost
|
(3,127
|
)
|
|
(2,033
|
)
|
||
Unrecognized gains arising in 2015
|
(4,559
|
)
|
|
(2,963
|
)
|
||
Balance as of December 31, 2015
|
$
|
30,396
|
|
|
$
|
19,758
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate-projected benefit obligation
|
4.25
|
%
|
|
3.75
|
%
|
|
4.75
|
%
|
Expected long-term rate of return on plan assets
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
2015
|
|
2014
|
||||||||||
|
Estimated
Fair Value |
|
% of Total
Assets |
|
Estimated
Fair Value |
|
% of Total
Assets |
||||||
|
(dollars in thousands)
|
||||||||||||
Equity mutual funds
|
$
|
8,269
|
|
|
|
|
$
|
8,503
|
|
|
|
||
Equity common trust funds
|
6,350
|
|
|
|
|
6,018
|
|
|
|
||||
Equity securities
|
14,619
|
|
|
31.1
|
%
|
|
14,521
|
|
|
28.1
|
%
|
||
Cash and money market funds
|
8,196
|
|
|
|
|
8,957
|
|
|
|
||||
Fixed income mutual funds
|
9,578
|
|
|
|
|
9,845
|
|
|
|
||||
Corporate debt securities
|
3,749
|
|
|
|
|
4,971
|
|
|
|
||||
U.S. Government agency securities
|
2,881
|
|
|
|
|
|
3,856
|
|
|
|
|
||
Fixed income securities and cash
|
24,404
|
|
|
52.0
|
%
|
|
27,629
|
|
|
53.4
|
%
|
||
Other alternative investment funds
|
7,948
|
|
|
16.9
|
%
|
|
9,580
|
|
|
18.5
|
%
|
||
|
$
|
46,971
|
|
|
100.0
|
%
|
|
$
|
51,730
|
|
|
100.0
|
%
|
Year
|
|
||
2016
|
$
|
3,125
|
|
2017
|
3,367
|
|
|
2018
|
3,727
|
|
|
2019
|
3,838
|
|
|
2020
|
4,227
|
|
|
2021 – 2025
|
23,903
|
|
|
|
$
|
42,187
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Service cost
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
228
|
|
Interest cost
|
206
|
|
|
206
|
|
|
322
|
|
|||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net amortization and deferral
|
(258
|
)
|
|
(347
|
)
|
|
(363
|
)
|
|||
Net postretirement benefit cost
|
$
|
(52
|
)
|
|
$
|
(126
|
)
|
|
$
|
186
|
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Accumulated postretirement benefit obligation at beginning of year
|
$
|
5,552
|
|
|
$
|
8,169
|
|
Service cost
|
—
|
|
|
15
|
|
||
Interest cost
|
206
|
|
|
206
|
|
||
Benefit payments
|
(251
|
)
|
|
(209
|
)
|
||
Experience gain
|
189
|
|
|
(532
|
)
|
||
Change due to change in assumptions
|
(2,821
|
)
|
|
1,261
|
|
||
Effect of curtailment
|
—
|
|
|
(3,358
|
)
|
||
Accumulated postretirement benefit obligation at end of year
|
$
|
2,875
|
|
|
$
|
5,552
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
8
|
|
|
$
|
23
|
|
Employer contributions
|
258
|
|
|
194
|
|
||
Benefit payments
|
(251
|
)
|
|
(209
|
)
|
||
Fair value of plan assets at end of year
|
$
|
15
|
|
|
$
|
8
|
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Accumulated postretirement benefit obligation
|
$
|
(2,875
|
)
|
|
$
|
(5,552
|
)
|
Fair value of plan assets
|
15
|
|
|
8
|
|
||
Funded status
|
$
|
(2,860
|
)
|
|
$
|
(5,544
|
)
|
|
Gross of tax
|
|
|
||||||||||||
|
Unrecognized
Prior Service Cost |
|
Unrecognized
Net Loss (Gain) |
|
Total
|
|
Net of tax
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance as of December 31, 2013
|
$
|
(1,484
|
)
|
|
$
|
(1,137
|
)
|
|
$
|
(2,621
|
)
|
|
$
|
(1,704
|
)
|
Recognized as a component of 2014 postretirement benefit cost, prior to curtailment
|
32
|
|
|
10
|
|
|
42
|
|
|
26
|
|
||||
Unrecognized gains arising in 2014, prior to curtailment
|
—
|
|
|
(313
|
)
|
|
(313
|
)
|
|
(203
|
)
|
||||
Curtailment gain
|
1,452
|
|
|
—
|
|
|
1,452
|
|
|
944
|
|
||||
Recognized as a component of 2014 postretirement benefit cost, after curtailment
|
235
|
|
|
70
|
|
|
305
|
|
|
199
|
|
||||
Unrecognized gains arising in 2014, after curtailment
|
(3,358
|
)
|
|
1,034
|
|
|
(2,324
|
)
|
|
(1,511
|
)
|
||||
Balance as of December 31, 2014
|
(3,123
|
)
|
|
(336
|
)
|
|
(3,459
|
)
|
|
(2,249
|
)
|
||||
Recognized as a component of 2015 postretirement benefit cost
|
258
|
|
|
—
|
|
|
258
|
|
|
168
|
|
||||
Unrecognized gains arising in 2015
|
(2,469
|
)
|
|
(172
|
)
|
|
(2,641
|
)
|
|
(1,717
|
)
|
||||
Balance as of December 31, 2015
|
$
|
(5,334
|
)
|
|
$
|
(508
|
)
|
|
$
|
(5,842
|
)
|
|
$
|
(3,798
|
)
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate-projected benefit obligation
|
4.25
|
%
|
|
3.75
|
%
|
|
4.75
|
%
|
Expected long-term rate of return on plan assets
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Year
|
|
||
2016
|
$
|
342
|
|
2017
|
317
|
|
|
2018
|
296
|
|
|
2019
|
275
|
|
|
2020
|
255
|
|
|
2021 – 2025
|
995
|
|
|
|
$
|
2,480
|
|
NOTE 14 – SHAREHOLDERS’ EQUITY
|
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net of Tax Amount
|
||||||
|
(in thousands)
|
||||||||||
2015:
|
|
|
|
|
|
||||||
Unrealized loss on securities
|
$
|
(11,872
|
)
|
|
$
|
4,155
|
|
|
$
|
(7,717
|
)
|
Reclassification adjustment for securities gains included in net income (1)
|
(9,066
|
)
|
|
3,174
|
|
|
(5,892
|
)
|
|||
Reclassification adjustment for loss on derivative financial instruments included in net income (2)
|
3,778
|
|
|
(1,322
|
)
|
|
2,456
|
|
|||
Non-credit related unrealized gains on other-than-temporarily impaired debt securities
|
368
|
|
|
(129
|
)
|
|
239
|
|
|||
Unrealized gain on derivative financial instruments
|
115
|
|
|
(40
|
)
|
|
75
|
|
|||
Unrecognized pension and postretirement cost
|
7,200
|
|
|
(2,520
|
)
|
|
4,680
|
|
|||
Amortization of net unrecognized pension and postretirement income (3)
|
2,869
|
|
|
(1,005
|
)
|
|
1,864
|
|
|||
Total Other Comprehensive Loss
|
$
|
(6,608
|
)
|
|
$
|
2,313
|
|
|
$
|
(4,295
|
)
|
2014:
|
|
|
|
|
|
||||||
Unrealized gain on securities
|
$
|
51,901
|
|
|
$
|
(18,167
|
)
|
|
$
|
33,734
|
|
Reclassification adjustment for securities gains included in net income (1)
|
(2,041
|
)
|
|
714
|
|
|
(1,327
|
)
|
|||
Non-credit related unrealized gains on other-than-temporarily impaired debt securities
|
1,200
|
|
|
(420
|
)
|
|
780
|
|
|||
Unrealized gain on derivative financial instruments
|
209
|
|
|
(73
|
)
|
|
136
|
|
|||
Reclass adjustment for postretirement plan gain included in net income (3)
|
(1,452
|
)
|
|
508
|
|
|
(944
|
)
|
|||
Unrecognized pension and postretirement income
|
(20,258
|
)
|
|
7,090
|
|
|
(13,168
|
)
|
|||
Amortization of net unrecognized pension and postretirement income (3)
|
627
|
|
|
(219
|
)
|
|
408
|
|
|||
Total Other Comprehensive Income
|
$
|
30,186
|
|
|
$
|
(10,567
|
)
|
|
$
|
19,619
|
|
2013:
|
|
|
|
|
|
||||||
Unrealized loss on securities
|
$
|
(76,319
|
)
|
|
$
|
26,712
|
|
|
$
|
(49,607
|
)
|
Reclassification adjustment for securities gains included in net income (1)
|
(8,004
|
)
|
|
2,801
|
|
|
(5,203
|
)
|
|||
Non-credit related unrealized gains on other-than-temporarily impaired debt securities
|
3,042
|
|
|
(1,065
|
)
|
|
1,977
|
|
|||
Unrealized gain on derivative financial instruments
|
209
|
|
|
(73
|
)
|
|
136
|
|
|||
Unrecognized pension and postretirement cost
|
12,875
|
|
|
(4,506
|
)
|
|
8,369
|
|
|||
Amortization of net unrecognized pension and postretirement income (3)
|
$
|
2,019
|
|
|
$
|
(707
|
)
|
|
$
|
1,312
|
|
Total Other Comprehensive Loss
|
$
|
(66,178
|
)
|
|
$
|
23,162
|
|
|
$
|
(43,016
|
)
|
(1)
|
Amounts reclassified out of accumulated other comprehensive loss. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See "Note 3 - Investment Securities," for additional details.
|
(2)
|
Amount reclassified out of accumulated other comprehensive loss. Before-tax amount included in "Loss on redemption of trust preferred securities" on the consolidated statements of income. See "Note 9 - Short-Term Borrowings and Long-Term Debt," for additional details.
|
(3)
|
Amounts reclassified out of accumulated other comprehensive loss. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.
|
|
Unrealized Gain (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
|
|
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
|
|
Unrecognized Pension and Postretirement Plan Income (Cost)
|
|
Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of December 31, 2012
|
$
|
26,362
|
|
|
$
|
613
|
|
|
$
|
(18,482
|
)
|
|
$
|
(2,818
|
)
|
|
$
|
5,675
|
|
Other comprehensive income (loss) before reclassifications
|
(49,607
|
)
|
|
1,977
|
|
|
8,369
|
|
|
—
|
|
|
(39,261
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(4,265
|
)
|
|
(938
|
)
|
|
1,312
|
|
|
136
|
|
|
(3,755
|
)
|
|||||
Balance as of December 31, 2013
|
(27,510
|
)
|
|
1,652
|
|
|
(8,801
|
)
|
|
(2,682
|
)
|
|
(37,341
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
33,734
|
|
|
780
|
|
|
(14,112
|
)
|
|
—
|
|
|
20,402
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(244
|
)
|
|
(1,083
|
)
|
|
408
|
|
|
136
|
|
|
(783
|
)
|
|||||
Balance as of December 31, 2014
|
5,980
|
|
|
1,349
|
|
|
(22,505
|
)
|
|
(2,546
|
)
|
|
(17,722
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(7,717
|
)
|
|
239
|
|
|
4,680
|
|
|
—
|
|
|
(2,798
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(4,762
|
)
|
|
(1,130
|
)
|
|
1,864
|
|
|
75
|
|
|
(3,953
|
)
|
|||||
Reclassification adjustment for loss on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,456
|
|
|
2,456
|
|
|||||
Balance as of December 31, 2015
|
$
|
(6,499
|
)
|
|
$
|
458
|
|
|
$
|
(15,961
|
)
|
|
$
|
(15
|
)
|
|
$
|
(22,017
|
)
|
NOTE 15 – STOCK-BASED COMPENSATION PLANS
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
5,938
|
|
|
$
|
5,865
|
|
|
$
|
5,330
|
|
Tax benefit
|
(2,011
|
)
|
|
(1,608
|
)
|
|
(1,475
|
)
|
|||
Stock-based compensation, net of tax
|
$
|
3,927
|
|
|
$
|
4,257
|
|
|
$
|
3,855
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
4,646
|
|
|
$
|
4,345
|
|
|
$
|
3,705
|
|
Tax benefit
|
(1,626
|
)
|
|
(1,510
|
)
|
|
(1,297
|
)
|
|||
Restricted stock compensation, net of tax
|
$
|
3,020
|
|
|
$
|
2,835
|
|
|
$
|
2,408
|
|
|
Stock
Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding as of December 31, 2014
|
4,302,464
|
|
|
$
|
12.89
|
|
|
|
|
|
||
Exercised
|
(490,151
|
)
|
|
10.21
|
|
|
|
|
|
|||
Forfeited
|
(83,878
|
)
|
|
14.09
|
|
|
|
|
|
|||
Expired
|
(748,348
|
)
|
|
16.80
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
2,980,087
|
|
|
$
|
12.31
|
|
|
4.1 years
|
|
$
|
4.6
|
|
Exercisable as of December 31, 2015
|
2,630,235
|
|
|
$
|
12.34
|
|
|
3.6 years
|
|
$
|
4.3
|
|
|
Nonvested Stock Options
|
|
Restricted Stock/RSUs/PSUs
|
||||||||||
|
Options
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
||||||
Nonvested as of December 31, 2014
|
755,964
|
|
|
$
|
2.68
|
|
|
1,063,087
|
|
|
$
|
11.83
|
|
Granted
|
—
|
|
|
—
|
|
|
581,719
|
|
|
12.04
|
|
||
Vested
|
(393,862
|
)
|
|
2.56
|
|
|
(250,807
|
)
|
|
10.48
|
|
||
Forfeited
|
(12,250
|
)
|
|
2.77
|
|
|
(5,610
|
)
|
|
12.05
|
|
||
Nonvested as of December 31, 2015
|
349,852
|
|
|
$
|
2.82
|
|
|
1,388,389
|
|
|
$
|
12.16
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Number of options exercised
|
490,151
|
|
|
215,047
|
|
|
451,102
|
|
|||
Total intrinsic value of options exercised
|
$
|
1,442
|
|
|
$
|
568
|
|
|
$
|
1,612
|
|
Cash received from options exercised
|
$
|
4,936
|
|
|
$
|
2,068
|
|
|
$
|
3,650
|
|
Tax deduction realized from options exercised
|
$
|
1,389
|
|
|
$
|
530
|
|
|
$
|
1,416
|
|
|
|
2014
|
|
2013
|
||
Risk-free interest rate
|
|
2.44
|
%
|
|
1.27
|
%
|
Volatility of Corporation’s stock
|
|
28.05
|
%
|
|
27.64
|
%
|
Expected dividend yield
|
|
2.36
|
%
|
|
2.48
|
%
|
Expected life of options
|
|
7 Years
|
|
|
7 Years
|
|
Risk-free interest rate
|
0.86
|
%
|
Volatility of Corporation’s stock
|
20.08
|
%
|
Expected life of PSUs
|
3 Years
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
ESPP shares purchased
|
121,890
|
|
|
132,640
|
|
|
141,608
|
|
|||
Average purchase price per share (85% of market value)
|
$
|
10.86
|
|
|
$
|
10.31
|
|
|
$
|
10.02
|
|
Compensation expense recognized (in thousands)
|
$
|
234
|
|
|
$
|
241
|
|
|
$
|
251
|
|
NOTE 16 – LEASES
|
Year
|
|
||
2016
|
$
|
16,325
|
|
2017
|
15,487
|
|
|
2018
|
13,046
|
|
|
2019
|
10,995
|
|
|
2020
|
9,836
|
|
|
Thereafter
|
46,819
|
|
|
|
$
|
112,508
|
|
NOTE 17 – COMMITMENTS AND CONTINGENCIES
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Commercial and other
|
$
|
3,518,960
|
|
|
$
|
2,972,105
|
|
Home equity
|
1,300,062
|
|
|
1,291,596
|
|
||
Commercial mortgage and construction
|
965,116
|
|
|
558,662
|
|
||
Total commitments to extend credit
|
$
|
5,784,138
|
|
|
$
|
4,822,363
|
|
|
|
|
|
||||
Standby letters of credit
|
$
|
374,729
|
|
|
$
|
382,465
|
|
Commercial letters of credit
|
39,529
|
|
|
32,304
|
|
||
Total letters of credit
|
$
|
414,258
|
|
|
$
|
414,769
|
|
NOTE 18 – FAIR VALUE MEASUREMENTS
|
|
2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
16,886
|
|
|
$
|
—
|
|
|
$
|
16,886
|
|
Available for sale investment securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
21,514
|
|
|
—
|
|
|
—
|
|
|
21,514
|
|
||||
U.S. Government sponsored agency securities
|
—
|
|
|
25,136
|
|
|
—
|
|
|
25,136
|
|
||||
State and municipal securities
|
—
|
|
|
262,765
|
|
|
—
|
|
|
262,765
|
|
||||
Corporate debt securities
|
—
|
|
|
93,619
|
|
|
3,336
|
|
|
96,955
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
821,509
|
|
|
—
|
|
|
821,509
|
|
||||
Mortgage-backed securities
|
—
|
|
|
1,158,835
|
|
|
—
|
|
|
1,158,835
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
98,059
|
|
|
98,059
|
|
||||
Total available for sale investment securities
|
21,514
|
|
|
2,361,864
|
|
|
101,395
|
|
|
2,484,773
|
|
||||
Other assets
|
16,129
|
|
|
34,465
|
|
|
—
|
|
|
50,594
|
|
||||
Total assets
|
$
|
37,643
|
|
|
$
|
2,413,215
|
|
|
$
|
101,395
|
|
|
$
|
2,552,253
|
|
Other liabilities
|
$
|
15,914
|
|
|
$
|
33,010
|
|
|
$
|
—
|
|
|
$
|
48,924
|
|
|
|
|
|
|
|
|
|
||||||||
|
2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
17,522
|
|
|
$
|
—
|
|
|
$
|
17,522
|
|
Available for sale investment securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
47,623
|
|
|
—
|
|
|
—
|
|
|
47,623
|
|
||||
U.S. Government securities
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
U.S. Government sponsored agency securities
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
||||
State and municipal securities
|
—
|
|
|
245,215
|
|
|
—
|
|
|
245,215
|
|
||||
Corporate debt securities
|
—
|
|
|
90,126
|
|
|
7,908
|
|
|
98,034
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
902,313
|
|
|
—
|
|
|
902,313
|
|
||||
Mortgage-backed securities
|
—
|
|
|
928,831
|
|
|
—
|
|
|
928,831
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
100,941
|
|
|
100,941
|
|
||||
Total available for sale investment securities
|
47,623
|
|
|
2,166,899
|
|
|
108,849
|
|
|
2,323,371
|
|
||||
Other assets
|
17,682
|
|
|
21,305
|
|
|
—
|
|
|
38,987
|
|
||||
Total assets
|
$
|
65,305
|
|
|
$
|
2,205,726
|
|
|
$
|
108,849
|
|
|
$
|
2,379,880
|
|
Other liabilities
|
$
|
17,737
|
|
|
$
|
21,084
|
|
|
$
|
—
|
|
|
$
|
38,821
|
|
•
|
Mortgage loans held for sale
– This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of
December 31, 2015
and
December 31, 2014
were measured as the price that secondary market investors were offering for loans with similar characteristics. See "Note 1 - Summary of Significant Accounting Policies" for details related to the Corporation’s election to measure assets and liabilities at fair value.
|
•
|
Available for sale investment securities
– Included within this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information,
|
•
|
Equity securities
– Equity securities consist of stocks of financial institutions (
$20.6 million
at
December 31, 2015
and
$41.8 million
at
December 31, 2014
) and other equity investments (
$914,000
at
December 31, 2015
and
$5.8 million
at
December 31, 2014
). These Level 1 investments are measured at fair value based on quoted prices for identical securities in active markets.
|
•
|
U.S. Government securities/U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Mortgage-backed securities
– These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.
|
•
|
Corporate debt securities
– This category consists of subordinated debt issued by financial institutions (
$53.1 million
at
December 31, 2015
and
$50.0 million
at
December 31, 2014
), single-issuer trust preferred securities issued by financial institutions (
$39.1 million
at
December 31, 2015
and
$42.0 million
at
December 31, 2014
), pooled trust preferred securities issued by financial institutions (
$706,000
at
December 31, 2015
and
$4.1 million
at
December 31, 2014
) and other corporate debt issued by non-financial institutions (
$4.0 million
at
December 31, 2015
and
$1.9 million
at
December 31, 2014
).
|
•
|
Auction rate securities
– Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime within the next
five
years. If the assumed return to market liquidity was lengthened beyond the next
five
years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.
|
•
|
Other assets
– Included within this category are the following:
|
•
|
Level 1 assets, consisting of mutual funds that are held in trust for employee deferred compensation plans (
$15.6 million
at
December 31, 2015
and
$16.4 million
at
December 31, 2014
) and the fair value of foreign currency exchange contracts (
$547,000
at
December 31, 2015
and
$1.3 million
at
December 31, 2014
). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.
|
•
|
Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors (
$1.5 million
at
December 31, 2015
and
$1.4 million
at
December 31, 2014
) and the fair value of interest rate swaps (
$33.0 million
at
December 31, 2015
and
$19.9 million
at
December 31, 2014
). The fair values of the interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 10 - Derivative Financial Instruments," for additional information.
|
•
|
Other liabilities
– Included within this category are the following:
|
•
|
Level 1 employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans (
$15.6 million
at
December 31, 2015
and
$16.4 million
at
December 31, 2014
) and the fair value of foreign currency exchange contracts (
$331,000
at
December 31, 2015
and
$1.3 million
at
December 31, 2014
). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets," above.
|
•
|
Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors (
$40,000
at
December 31, 2015
and
$1.2 million
at
December 31, 2014
) and the fair value of interest rate swaps (
$33.0 million
at
December 31, 2015
and
$19.9 million
at
December 31, 2014
). The fair values of these liabilities are determined in the same manner as the related assets, which are described under the heading "Other assets" above.
|
|
Pooled Trust
Preferred Securities |
|
Single-issuer
Trust Preferred Securities |
|
ARCs
|
||||||
|
(in thousands)
|
||||||||||
Balance as of December 31, 2013
|
$
|
5,306
|
|
|
$
|
3,781
|
|
|
$
|
159,274
|
|
Realized adjustments to fair value (1)
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized adjustments to fair value (2)
|
923
|
|
|
32
|
|
|
3,970
|
|
|||
Sales
|
(1,888
|
)
|
|
—
|
|
|
(11,912
|
)
|
|||
Settlements - calls
|
(239
|
)
|
|
—
|
|
|
(51,212
|
)
|
|||
Discount accretion (3)
|
4
|
|
|
7
|
|
|
821
|
|
|||
Balance as of December 31, 2014
|
4,088
|
|
|
3,820
|
|
|
100,941
|
|
|||
Sales
|
(3,633
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized adjustments to fair value (2)
|
366
|
|
|
(230
|
)
|
|
(903
|
)
|
|||
Settlements - calls
|
(117
|
)
|
|
(970
|
)
|
|
(2,446
|
)
|
|||
Discount accretion (3)
|
2
|
|
|
10
|
|
|
467
|
|
|||
Balance as of December 31, 2015
|
$
|
706
|
|
|
$
|
2,630
|
|
|
$
|
98,059
|
|
(1)
|
Realized adjustments to fair value represent credit related other-than-temporary impairment charges and gains on sales of investment securities, both included
|
(2)
|
Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the
|
(3)
|
Included as a component of net interest income on the consolidated statements of income.
|
|
2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138,491
|
|
|
$
|
138,491
|
|
Other financial assets
|
—
|
|
|
—
|
|
|
52,043
|
|
|
52,043
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,534
|
|
|
$
|
190,534
|
|
|
|
|
|
|
|
|
|
||||||||
|
2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,834
|
|
|
$
|
127,834
|
|
Other financial assets
|
—
|
|
|
—
|
|
|
54,170
|
|
|
54,170
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,004
|
|
|
$
|
182,004
|
|
•
|
Net loans
– This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.
|
•
|
Other financial assets
– This category includes OREO (
$11.1 million
at
December 31, 2015
and
$12.0 million
at
December 31, 2014
) and MSRs (
$40.9 million
at
December 31, 2015
and
$42.1 million
at
December 31, 2014
), both classified as Level 3 assets.
|
|
2015
|
|
2014
|
||||||||||||
|
Book Value
|
|
Estimated
Fair Value |
|
Book Value
|
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
FINANCIAL ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
$
|
101,120
|
|
|
$
|
101,120
|
|
|
$
|
105,702
|
|
|
$
|
105,702
|
|
Interest-bearing deposits with other banks
|
230,300
|
|
|
230,300
|
|
|
358,130
|
|
|
358,130
|
|
||||
Federal Reserve Bank and FHLB stock
|
62,216
|
|
|
62,216
|
|
|
64,953
|
|
|
64,953
|
|
||||
Loans held for sale (1)
|
16,886
|
|
|
16,886
|
|
|
17,522
|
|
|
17,522
|
|
||||
Securities available for sale (1)
|
2,484,773
|
|
|
2,484,773
|
|
|
2,323,371
|
|
|
2,323,371
|
|
||||
Loans, net of unearned income (1)
|
13,838,602
|
|
|
13,709,957
|
|
|
13,111,716
|
|
|
13,030,543
|
|
||||
Accrued interest receivable
|
42,767
|
|
|
42,767
|
|
|
41,818
|
|
|
41,818
|
|
||||
Other financial assets (1)
|
166,920
|
|
|
166,920
|
|
|
169,764
|
|
|
169,764
|
|
||||
FINANCIAL LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Demand and savings deposits
|
$
|
11,267,367
|
|
|
$
|
11,267,367
|
|
|
$
|
10,296,055
|
|
|
$
|
10,296,055
|
|
Time deposits
|
2,864,950
|
|
|
2,862,868
|
|
|
3,071,451
|
|
|
3,069,883
|
|
||||
Short-term borrowings
|
497,663
|
|
|
497,663
|
|
|
329,719
|
|
|
329,719
|
|
||||
Accrued interest payable
|
10,724
|
|
|
10,724
|
|
|
18,045
|
|
|
18,045
|
|
||||
Other financial liabilities (1)
|
190,927
|
|
|
190,927
|
|
|
172,786
|
|
|
172,786
|
|
||||
FHLB advances and long-term debt
|
949,542
|
|
|
959,315
|
|
|
1,139,413
|
|
|
1,142,980
|
|
(1)
|
These financial instruments, or certain financial instruments within these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.
|
Assets
|
|
Liabilities
|
Cash and due from banks
|
|
Demand and savings deposits
|
Interest-bearing deposits with other banks
|
|
Short-term borrowings
|
Accrued interest receivable
|
|
Accrued interest payable
|
NOTE 19 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
|
|
December 31
|
|
|
December 31
|
||||||||||||
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
||||||||
ASSETS
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||||||
Cash
|
$
|
—
|
|
|
$
|
137
|
|
|
Long-term debt
|
$
|
361,504
|
|
|
$
|
465,936
|
|
Other assets
|
4,337
|
|
|
10,053
|
|
|
Payable to non-bank subsidiaries
|
188,087
|
|
|
84,676
|
|
||||
Receivable from subsidiaries
|
29,249
|
|
|
29,120
|
|
|
Other liabilities
|
77,263
|
|
|
81,682
|
|
||||
|
|
|
|
|
Total Liabilities
|
626,854
|
|
|
632,294
|
|
||||||
Investments in:
|
|
|
|
|
|
|
|
|
||||||||
Bank subsidiaries
|
2,226,975
|
|
|
2,174,786
|
|
|
|
|
|
|
||||||
Non-bank subsidiaries
|
408,187
|
|
|
414,863
|
|
|
Shareholders’ equity
|
2,041,894
|
|
|
1,996,665
|
|
||||
Total Assets
|
$
|
2,668,748
|
|
|
$
|
2,628,959
|
|
|
Total Liabilities and Shareholders’ Equity
|
$
|
2,668,748
|
|
|
$
|
2,628,959
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
114,000
|
|
|
$
|
139,150
|
|
|
$
|
114,438
|
|
Other (1)
|
141,241
|
|
|
120,543
|
|
|
106,297
|
|
|||
|
255,241
|
|
|
259,693
|
|
|
220,735
|
|
|||
Expenses
|
176,457
|
|
|
152,243
|
|
|
138,164
|
|
|||
Income before income taxes and equity in undistributed net income of subsidiaries
|
78,784
|
|
|
107,450
|
|
|
82,571
|
|
|||
Income tax benefit
|
(11,834
|
)
|
|
(10,549
|
)
|
|
(10,744
|
)
|
|||
|
90,618
|
|
|
117,999
|
|
|
93,315
|
|
|||
Equity in undistributed net income (loss) of:
|
|
|
|
|
|
||||||
Bank subsidiaries
|
60,806
|
|
|
33,134
|
|
|
56,552
|
|
|||
Non-bank subsidiaries
|
(1,922
|
)
|
|
6,761
|
|
|
11,973
|
|
|||
Net Income
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
149,502
|
|
|
$
|
157,894
|
|
|
$
|
161,840
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
5,938
|
|
|
5,865
|
|
|
5,330
|
|
|||
Excess tax benefits from stock-based compensation
|
(201
|
)
|
|
(81
|
)
|
|
(302
|
)
|
|||
Decrease (increase) in other assets
|
2,806
|
|
|
(7,120
|
)
|
|
1,893
|
|
|||
Equity in undistributed net income of subsidiaries
|
(58,884
|
)
|
|
(39,895
|
)
|
|
(68,525
|
)
|
|||
Loss on redemption of trust preferred securities
|
5,626
|
|
|
—
|
|
|
—
|
|
|||
Increase in other liabilities and payable to non-bank subsidiaries
|
106,490
|
|
|
37,354
|
|
|
26,946
|
|
|||
Total adjustments
|
61,775
|
|
|
(3,877
|
)
|
|
(34,658
|
)
|
|||
Net cash provided by operating activities
|
211,277
|
|
|
154,017
|
|
|
127,182
|
|
|||
Cash Flows From Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(254,640
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to long-term debt
|
147,779
|
|
|
97,113
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
10,607
|
|
|
8,201
|
|
|
9,936
|
|
|||
Excess tax benefits from stock-based compensation
|
201
|
|
|
81
|
|
|
302
|
|
|||
Dividends paid
|
(65,361
|
)
|
|
(64,028
|
)
|
|
(46,525
|
)
|
|||
Acquisition of treasury stock
|
(50,000
|
)
|
|
(175,255
|
)
|
|
(90,927
|
)
|
|||
Deferred accelerated stock repurchase payment
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(211,414
|
)
|
|
(153,888
|
)
|
|
(127,214
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(137
|
)
|
|
129
|
|
|
(32
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
137
|
|
|
8
|
|
|
40
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
8
|
|
/s/ E. P
HILIP
W
ENGER
|
E. Philip Wenger
Chairman, Chief Executive Officer and President
|
|
/s/ P
ATRICK
S. B
ARRETT
|
Patrick S. Barrett
Senior Executive Vice President and
Chief Financial Officer
|
/s/ KPMG LLP
|
Philadelphia, Pennsylvania
|
February 26, 2016
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
145,772
|
|
|
$
|
144,229
|
|
|
$
|
146,228
|
|
|
$
|
147,560
|
|
Interest expense
|
22,191
|
|
|
21,309
|
|
|
20,534
|
|
|
19,761
|
|
||||
Net interest income
|
123,581
|
|
|
122,920
|
|
|
125,694
|
|
|
127,799
|
|
||||
Provision for credit losses
|
(3,700
|
)
|
|
2,200
|
|
|
1,000
|
|
|
2,750
|
|
||||
Non-interest income
|
44,737
|
|
|
46,489
|
|
|
44,774
|
|
|
45,839
|
|
||||
Non-interest expenses
|
118,478
|
|
|
118,354
|
|
|
124,889
|
|
|
118,439
|
|
||||
Income before income taxes
|
53,540
|
|
|
48,855
|
|
|
44,579
|
|
|
52,449
|
|
||||
Income tax expense
|
13,504
|
|
|
12,175
|
|
|
10,328
|
|
|
13,914
|
|
||||
Net income
|
$
|
40,036
|
|
|
$
|
36,680
|
|
|
$
|
34,251
|
|
|
$
|
38,535
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income (basic)
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
Net income (diluted)
|
0.22
|
|
|
0.21
|
|
|
0.20
|
|
|
0.22
|
|
||||
Cash dividends
|
0.09
|
|
|
0.09
|
|
|
0.09
|
|
|
0.11
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
148,792
|
|
|
$
|
147,902
|
|
|
$
|
149,790
|
|
|
$
|
149,594
|
|
Interest expense
|
19,227
|
|
|
20,004
|
|
|
20,424
|
|
|
21,556
|
|
||||
Net interest income
|
129,565
|
|
|
127,898
|
|
|
129,366
|
|
|
128,038
|
|
||||
Provision for credit losses
|
2,500
|
|
|
3,500
|
|
|
3,500
|
|
|
3,000
|
|
||||
Non-interest income
|
38,506
|
|
|
44,872
|
|
|
41,900
|
|
|
42,101
|
|
||||
Non-interest expenses
|
109,554
|
|
|
116,174
|
|
|
115,798
|
|
|
117,720
|
|
||||
Income before income taxes
|
56,017
|
|
|
53,096
|
|
|
51,968
|
|
|
49,419
|
|
||||
Income tax expense
|
14,234
|
|
|
13,500
|
|
|
13,402
|
|
|
11,470
|
|
||||
Net income
|
$
|
41,783
|
|
|
$
|
39,596
|
|
|
$
|
38,566
|
|
|
$
|
37,949
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income (basic)
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
Net income (diluted)
|
0.22
|
|
|
0.21
|
|
|
0.21
|
|
|
0.21
|
|
||||
Cash dividends
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.10
|
|
1.
|
Financial Statements — The following consolidated financial statements of Fulton Financial Corporation and subsidiaries are incorporated herein by reference in response to Item 8 above:
|
|
|
(i)
|
Consolidated Balance Sheets - December 31, 2015 and 2014.
|
|
(ii)
|
Consolidated Statements of Income - Years ended December 31, 2015, 2014 and 2013.
|
|
(iii)
|
Consolidated Statements of Comprehensive Income - Years ended December 31, 2015, 2014 and 2013.
|
|
(iii)
|
Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2015, 2014 and 2013.
|
|
(iv)
|
Consolidated Statements of Cash Flows - Years ended December 31, 2015, 2014 and 2013.
|
|
(v)
|
Notes to Consolidated Financial Statements.
|
|
(vi)
|
Report of Independent Registered Public Accounting Firm.
|
2.
|
Financial Statement Schedules — All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted.
|
|
3.
|
Exhibits — The following is a list of the Exhibits required by Item 601 of Regulation S-K and filed as part of this report:
|
|
|
3.1
|
Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Form 8-K dated June 24, 2011.
|
|
3.2
|
Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K/A dated September 16, 2014.
|
|
4.1
|
First Supplemental Indenture entered into on May 1, 2007 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton of $100 million aggregate principal amount of 5.75% subordinated notes due May 1, 2017 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 1, 2007.
|
|
4.2
|
An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
|
|
10.1
|
Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K dated November 14, 2008.
|
|
10.2
|
Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated August 5, 2011.
|
|
10.3
|
Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 22, 2012.
|
|
10.4
|
Employment Agreement between Fulton Financial Corporation and Meg R. Mueller dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
|
10.5
|
Employment Agreement between Fulton Financial Corporation and Curtis J. Myers dated July 1, 2013 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
|
10.6
|
Employment Agreement between Fulton Financial Corporation and Angela M. Sargent dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
|
10.7
|
Employment Agreement between Fulton Financial Corporation and Patrick S. Barrett dated November 4, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 24, 2013.
|
|
10.8
|
Form of Death Benefit Only Agreement to Senior Management – Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10K dated March 1, 2007.
|
|
10.9
|
Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 3, 2013.
|
|
10.10
|
Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 19, 2013.
|
|
10.11
|
Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 26, 2014.
|
|
10.12
|
Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – filed herewith.
|
|
10.13
|
Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated June 23, 2011. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission. – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
|
|
10.14
|
Fulton Financial Corporation Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 24, 2011.
|
|
10.15
|
Form of Restricted Stock Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
|
|
10.16
|
Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated March 18, 2014.
|
|
10.17
|
Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
|
|
21
|
Subsidiaries of the Registrant.
|
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014; (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.
|
|
|
FULTON FINANCIAL CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Dated:
|
February 26, 2016
|
By:
|
/
S
/ E. P
HILIP
W
ENGER
|
|
|
|
E. Philip Wenger, Chairman, Chief Executive Officer and President
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/
S
/ P
ATRICK
S. B
ARRETT
|
|
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 26, 2016
|
Patrick S. Barrett
|
|
|
|
|
|
|
|
|
|
/
S
/ L
ISA
C
RUTCHFIELD
|
|
Director
|
|
February 26, 2016
|
Lisa Crutchfield
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
J. D
E
P
ORTER
|
|
Executive Vice President and Controller
(Principal Accounting Officer)
|
|
February 26, 2016
|
Michael J. DePorter
|
|
|
|
|
|
|
|
|
|
/S/ D
ENISE
L. D
EVINE
|
|
Director
|
|
February 26, 2016
|
Denise L. Devine
|
|
|
|
|
|
|
|
|
|
/
S
/ P
ATRICK
J. F
REER
|
|
Director
|
|
February 26, 2016
|
Patrick J. Freer
|
|
|
|
|
|
|
|
|
|
/
S
/ G
EORGE
W. H
ODGES
|
|
Director
|
|
February 26, 2016
|
George W. Hodges
|
|
|
|
|
|
|
|
|
|
/
S
/ A
LBERT
M
ORRISON
|
|
Director
|
|
February 26, 2016
|
Albert Morrison, III
|
|
|
|
|
|
|
|
|
|
/
S
/ J
AMES
R. M
OXLEY
|
|
Director
|
|
February 26, 2016
|
James R. Moxley, III
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/
S
/ R. S
COTT
S
MITH
, J
R.
|
|
Director
|
|
February 26, 2016
|
R. Scott Smith, Jr.
|
|
|
|
|
|
|
|
|
|
/
S
/ R
ONALD
H. S
PAIR
|
|
Director
|
|
February 26, 2016
|
Ronald H. Spair
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ARK
F. S
TRAUSS
|
|
Director
|
|
February 26, 2016
|
Mark F. Strauss
|
|
|
|
|
|
|
|
|
|
/
S
/ E
RNEST
J. W
ATERS
|
|
Director
|
|
February 26, 2016
|
Ernest J. Waters
|
|
|
|
|
|
|
|
|
|
/
S
/ E. P
HILIP
W
ENGER
|
|
Chairman, Chief Executive Officer and President (Principal Executive Officer)
|
|
February 26, 2016
|
E. Philip Wenger
|
|
|
|
3.1
|
|
|
Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Form 8-K dated June 24, 2011.
|
3.2
|
|
|
Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K dated September 16, 2014.
|
4.1
|
|
|
First Supplemental Indenture entered into on May 1, 2007 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton of $100 million aggregate principal amount of 5.75% subordinated notes due May 1, 2017 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 1, 2007.
|
4.2
|
|
|
An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
|
10.1
|
|
|
Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K dated November 14, 2008.
|
10.2
|
|
|
Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated August 5, 2011.
|
10.3
|
|
|
Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 22, 2012.
|
10.4
|
|
|
Employment Agreement between Fulton Financial Corporation and Meg R. Mueller dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
10.5
|
|
|
Employment Agreement between Fulton Financial Corporation and Curtis J. Myers dated July 1, 2013 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
10.6
|
|
|
Employment Agreement between Fulton Financial Corporation and Angela M. Sargent dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
|
10.7
|
|
|
Employment Agreement between Fulton Financial Corporation and Patrick S. Barrett dated November 4, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 24, 2013.
|
10.8
|
|
|
Form of Death Benefit Only Agreement to Senior Management – Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10K dated March 1, 2007.
|
10.9
|
|
|
Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 3, 2013.
|
10.10
|
|
|
Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 19, 2013.
|
10.11
|
|
|
Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 26, 2014.
|
10.12
|
|
|
Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – filed herewith.
|
10.13
|
|
|
Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated June 23, 2011. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission. – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
|
10.14
|
|
|
Fulton Financial Corporation Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, March 24, 2011.
|
10.15
|
|
|
Form of Restricted Stock Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
|
10.16
|
|
|
Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated March 18, 2014.
|
10.17
|
|
|
Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
|
21
|
|
|
Subsidiaries of the Registrant.
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014; (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.
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ARTICLE I. - DEFINITIONS
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2
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Section 1.01: Account
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2
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Section 1.02: Administrator
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2
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Section 1.03: Beneficiary
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2
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Section 1.04: Code
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2
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Section 1.05: Compensation
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2
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Section 1.06: Compensation Deferral Subaccount
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2
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Section 1.07: Employee
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2
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Section 1.08: Employer
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2
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Section 1.09: Matching Contribution Subaccount
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3
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Section 1.10: Participant
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3
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Section 1.11: Plan
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3
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Section 1.12: Plan Year
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3
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Section 1.13: Separation from Service
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3
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ARTICLE II. - PARTICIPATION
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3
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Section 2.01: Participation
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3
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Section 2.02: Separation from Service/Transfers.
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3
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ARTICLE III. - CONTRIBUTIONS/ACCOUNTS
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3
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Section 3.01: Participant Compensation Deferrals and Matching Contributions.
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3
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Section 3.02: Account Earnings
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4
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Section 3.03: Accounts
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4
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ARTICLE IV. - BENEFITS
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5
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Section 4.01: Payment of Benefits
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5
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Section 4.02: Method of Payment.
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5
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Section 4.03: Hardship Distributions.
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6
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ARTICLE V. - ADMINISTRATION
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7
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Section 5.01: Administrative Authority
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7
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Section 5.02: Claims Procedure
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8
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ARTICLE VI. - MISCELLANEOUS
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9
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Section 6.01: Treatment of Employers
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9
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Section 6.02: Amendment
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9
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Section 6.03: Termination
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10
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Section 6.04: No Assignment
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10
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Section 6.05: No Guarantee of Employment/Participant's Rights Unsecured
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10
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Section 6.06: Governing Law
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10
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APPENDIX A – RULES PERTAINING TO SERP ACCOUNTS
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11
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(1) Single, lump sum payment; or
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(2) Substantially equal monthly or annual installments over a period of not more than twenty (20) years.
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(1) Single, lump sum payment; or
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(2) Substantially equal monthly or annual installments over a period of not more than twenty (20) years.
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ATTEST:
/s/ Elli Miller Elli Miller Vice President and Benefits Manager |
FULTON FINANCIAL CORPORATION
By: /s/ Bernadette M. Taylor Bernadette M. Taylor Senior Executive Vice President and Chief Human Resources Officer |
Subsidiary
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State of Incorporation or Organization
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Name Under Which Business is Conducted
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Fulton Bank, N.A.
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United States of America
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Fulton Bank
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One Penn Square
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Fulton Financial Advisors
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P.O. Box 4887
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Fulton Mortgage Company
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Lancaster, Pennsylvania 17604
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Swineford National Bank
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United States of America
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Swineford National Bank
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1255 North Susquehanna Trail
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Fulton Mortgage Company
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P.O Box 241
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Hummels Wharf, Pennsylvania 17831
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Lafayette Ambassador Bank
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Pennsylvania
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Lafayette Ambassador Bank
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2005 City Line Road
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Fulton Mortgage Company
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Bethlehem, Pennsylvania 18017
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Fulton Financial Realty Company
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Pennsylvania
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Fulton Financial Realty Company
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One Penn Square
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P.O. Box 4887
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Lancaster, Pennsylvania 17604
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Delaware National Insurance Agency, Inc.
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Delaware
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Delaware National Insurance Agency, Inc.
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9 South DuPont Highway
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P.O. Box 520
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Georgetown, DE 19947
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FNB Bank, N.A.
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United States of America
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FNB Bank, N.A.
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354 Mill Street
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Fulton Mortgage Company
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P.O. Box 279
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Danville, Pennsylvania 17821
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Central Pennsylvania Financial Corp.
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Pennsylvania
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Central Pennsylvania Financial Corp.
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100 W. Independence Street
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Shamokin, PA 17872
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Fulton Bank of New Jersey
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New Jersey
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Fulton Bank of New Jersey
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533 Fellowship Road
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Fulton Mortgage Company
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Mt. Laurel, NJ 08054
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Subsidiary
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State of Incorporation or Organization
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Name Under Which Business is Conducted
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FFC Management, Inc.
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Delaware
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FFC Management, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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Fulton Insurance Services Group, Inc.
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Pennsylvania
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Fulton Insurance Services Group, Inc.
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One Penn Square
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P.O. Box 7989
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Lancaster, Pennsylvania 17604
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FFC Penn Square, Inc.
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Delaware
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FFC Penn Square, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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Virginia Financial Services, LLC
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Virginia
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Virginia Financial Services, LLC
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One Commercial Place #2000
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Norfolk, VA 23510
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The Columbia Bank
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Maryland
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The Columbia Bank
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7168 Gateway Drive
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Fulton Mortgage Company
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust
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Delaware
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Columbia Bancorp Statutory Trust
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7168 Gateway Drive
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust II
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Delaware
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Columbia Bancorp Statutory Trust II
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7168 Gateway Drive
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust III
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Delaware
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Columbia Bancorp Statutory Trust III
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7168 Gateway Drive
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Columbia, MD 21046
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1.
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I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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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;
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b.
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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.
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c.
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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
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d.
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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;
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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February 26, 2016
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/s/ E. Philip Wenger
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E. Philip Wenger
Chairman, Chief Executive Officer and President
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1.
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I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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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;
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b.
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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.
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c.
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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
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d.
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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;
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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February 26, 2016
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/s/ Patrick S. Barrett
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Patrick S. Barrett
Senior Executive Vice President and Chief Financial Officer
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/s/ E. Philip Wenger
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E. Philip Wenger
Chairman, Chief Executive Officer and President
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/s/ Patrick S. Barrett
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Patrick S. Barrett
Senior Executive Vice President and Chief Financial Officer
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