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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PENNSYLVANIA
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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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Large accelerated filer
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ý
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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. FINANCIAL INFORMATION
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(a)
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(b)
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(c)
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Consolidated Statements of Comprehensive Income - Three and nine months ended
September 30, 2016 and 2015
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(d)
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Consolidated Statements of Shareholders’ Equity - Nine months ended
September 30, 2016 and 2015
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(e)
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Consolidated Statements of Cash Flows - Nine months ended
September 30, 2016 and 2015
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(f)
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 4. Mine Safety Disclosures
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September 30,
2016 |
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December 31,
2015 |
||||
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(unaudited)
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|
|||||
ASSETS
|
|
|
|
||||
Cash and due from banks
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$
|
86,497
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$
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101,120
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Interest-bearing deposits with other banks
|
368,031
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|
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230,300
|
|
||
Federal Reserve Bank and Federal Home Loan Bank stock
|
60,935
|
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62,216
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Loans held for sale
|
27,836
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16,886
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Available for sale investment securities
|
2,508,068
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|
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2,484,773
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Loans, net of unearned income
|
14,391,238
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|
|
13,838,602
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|
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Less: Allowance for loan losses
|
(162,526
|
)
|
|
(169,054
|
)
|
||
Net Loans
|
14,228,712
|
|
|
13,669,548
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||
Premises and equipment
|
228,009
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|
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225,535
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Accrued interest receivable
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43,600
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|
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42,767
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Goodwill and intangible assets
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531,556
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531,556
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Other assets
|
617,818
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|
|
550,017
|
|
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Total Assets
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$
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18,701,062
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|
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$
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17,914,718
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LIABILITIES
|
|
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|
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Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
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4,210,099
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|
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$
|
3,948,114
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Interest-bearing
|
10,742,380
|
|
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10,184,203
|
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||
Total Deposits
|
14,952,479
|
|
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14,132,317
|
|
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Short-term borrowings:
|
|
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|
||||
Federal funds purchased
|
8,444
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|
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197,235
|
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Other short-term borrowings
|
255,598
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300,428
|
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Total Short-Term Borrowings
|
264,042
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|
|
497,663
|
|
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Accrued interest payable
|
13,645
|
|
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10,724
|
|
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Other liabilities
|
376,174
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282,578
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Federal Home Loan Bank advances and long-term debt
|
965,286
|
|
|
949,542
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Total Liabilities
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16,571,626
|
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15,872,824
|
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SHAREHOLDERS’ EQUITY
|
|
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|
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Common stock, $2.50 par value, 600 million shares authorized, 219.1 million shares issued in 2016 and 218.9 million shares issued in 2015
|
547,735
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547,141
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Additional paid-in capital
|
1,457,597
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1,450,690
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Retained earnings
|
710,833
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|
641,588
|
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Accumulated other comprehensive income (loss)
|
4,491
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|
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(22,017
|
)
|
||
Treasury stock, at cost, 45.9 million shares in 2016 and 44.7 million shares in 2015
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(591,220
|
)
|
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(575,508
|
)
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||
Total Shareholders’ Equity
|
2,129,436
|
|
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2,041,894
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|
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Total Liabilities and Shareholders’ Equity
|
$
|
18,701,062
|
|
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$
|
17,914,718
|
|
|
|
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|
||||
See Notes to Consolidated Financial Statements
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|
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|
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(in thousands, except per-share data)
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Three months ended September 30
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Nine months ended September 30
|
||||||||||||
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2016
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2015
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2016
|
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2015
|
||||||||
INTEREST INCOME
|
|
|
|
|
|
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|
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Loans, including fees
|
$
|
136,639
|
|
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$
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131,804
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$
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405,361
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$
|
391,491
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Investment securities:
|
|
|
|
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||||||||
Taxable
|
10,874
|
|
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11,252
|
|
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34,036
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|
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33,478
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|
||||
Tax-exempt
|
2,550
|
|
|
1,904
|
|
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6,910
|
|
|
5,872
|
|
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Dividends
|
143
|
|
|
190
|
|
|
438
|
|
|
834
|
|
||||
Loans held for sale
|
210
|
|
|
194
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|
|
529
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|
|
632
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|
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Other interest income
|
1,052
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|
|
884
|
|
|
2,814
|
|
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3,922
|
|
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Total Interest Income
|
151,468
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146,228
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450,088
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|
436,229
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|
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INTEREST EXPENSE
|
|
|
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|
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|
|
||||||||
Deposits
|
11,311
|
|
|
10,217
|
|
|
32,925
|
|
|
30,093
|
|
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Short-term borrowings
|
254
|
|
|
92
|
|
|
739
|
|
|
272
|
|
||||
Long-term debt
|
9,338
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|
10,225
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27,889
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|
|
33,669
|
|
||||
Total Interest Expense
|
20,903
|
|
|
20,534
|
|
|
61,553
|
|
|
64,034
|
|
||||
Net Interest Income
|
130,565
|
|
|
125,694
|
|
|
388,535
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|
|
372,195
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|
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Provision for credit losses
|
4,141
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|
|
1,000
|
|
|
8,182
|
|
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(500
|
)
|
||||
Net Interest Income After Provision for Credit Losses
|
126,424
|
|
|
124,694
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|
|
380,353
|
|
|
372,695
|
|
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NON-INTEREST INCOME
|
|
|
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|
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|
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Other service charges and fees
|
14,407
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|
|
10,965
|
|
|
38,140
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|
|
31,316
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|
||||
Service charges on deposit accounts
|
13,078
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|
|
12,982
|
|
|
38,532
|
|
|
37,188
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|
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Investment management and trust services
|
11,425
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|
|
11,237
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|
|
33,660
|
|
|
33,137
|
|
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Mortgage banking income
|
4,529
|
|
|
3,864
|
|
|
12,456
|
|
|
13,891
|
|
||||
Investment securities gains, net
|
2
|
|
|
1,730
|
|
|
1,025
|
|
|
8,290
|
|
||||
Other
|
4,708
|
|
|
3,996
|
|
|
13,610
|
|
|
12,178
|
|
||||
Total Non-Interest Income
|
48,149
|
|
|
44,774
|
|
|
137,423
|
|
|
136,000
|
|
||||
NON-INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
70,696
|
|
|
65,308
|
|
|
210,097
|
|
|
195,365
|
|
||||
Net occupancy expense
|
11,782
|
|
|
10,710
|
|
|
35,813
|
|
|
36,211
|
|
||||
Other outside services
|
5,783
|
|
|
7,373
|
|
|
17,347
|
|
|
21,248
|
|
||||
Data processing
|
4,610
|
|
|
5,105
|
|
|
15,486
|
|
|
14,767
|
|
||||
Software
|
4,117
|
|
|
3,984
|
|
|
11,991
|
|
|
10,678
|
|
||||
Equipment expense
|
3,137
|
|
|
3,595
|
|
|
9,380
|
|
|
10,888
|
|
||||
Supplies and postage
|
2,559
|
|
|
2,708
|
|
|
7,844
|
|
|
7,803
|
|
||||
Professional fees
|
2,535
|
|
|
2,828
|
|
|
8,221
|
|
|
8,430
|
|
||||
FDIC insurance expense
|
1,791
|
|
|
2,867
|
|
|
7,700
|
|
|
8,574
|
|
||||
Marketing
|
1,774
|
|
|
2,102
|
|
|
5,314
|
|
|
5,570
|
|
||||
Telecommunications
|
1,411
|
|
|
1,587
|
|
|
4,358
|
|
|
4,920
|
|
||||
Other real estate owned and repossession expense
|
742
|
|
|
1,016
|
|
|
1,745
|
|
|
2,507
|
|
||||
Operating risk loss
|
556
|
|
|
1,136
|
|
|
2,082
|
|
|
2,637
|
|
||||
Loss on redemption of trust preferred securities
|
—
|
|
|
5,626
|
|
|
—
|
|
|
5,626
|
|
||||
Intangible amortization
|
—
|
|
|
5
|
|
|
—
|
|
|
241
|
|
||||
Other
|
8,355
|
|
|
8,939
|
|
|
24,520
|
|
|
26,256
|
|
||||
Total Non-Interest Expense
|
119,848
|
|
|
124,889
|
|
|
361,898
|
|
|
361,721
|
|
||||
Income Before Income Taxes
|
54,725
|
|
|
44,579
|
|
|
155,878
|
|
|
146,974
|
|
||||
Income taxes
|
13,257
|
|
|
10,328
|
|
|
36,403
|
|
|
36,007
|
|
||||
Net Income
|
$
|
41,468
|
|
|
$
|
34,251
|
|
|
$
|
119,475
|
|
|
$
|
110,967
|
|
|
|
|
|
|
|
|
|
||||||||
PER SHARE:
|
|
|
|
|
|
|
|
||||||||
Net Income (Basic)
|
$
|
0.24
|
|
|
$
|
0.20
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
Net Income (Diluted)
|
0.24
|
|
|
0.20
|
|
|
0.69
|
|
|
0.63
|
|
||||
Cash Dividends
|
0.10
|
|
|
0.09
|
|
|
0.29
|
|
|
0.27
|
|
||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
||||||||||||||
Net Income
|
$
|
41,468
|
|
|
$
|
34,251
|
|
|
$
|
119,475
|
|
|
$
|
110,967
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on securities
|
(3,580
|
)
|
|
7,857
|
|
|
26,285
|
|
|
5,841
|
|
||||
Reclassification adjustment for securities gains included in net income
|
(1
|
)
|
|
(1,124
|
)
|
|
(666
|
)
|
|
(5,388
|
)
|
||||
Reclassification adjustment for loss on derivative financial instruments included in net income
|
—
|
|
|
2,456
|
|
|
—
|
|
|
2,456
|
|
||||
Non-credit related unrealized gain on other-than-temporarily impaired debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Amortization of unrealized loss on derivative financial instruments
|
4
|
|
|
3
|
|
|
12
|
|
|
71
|
|
||||
Amortization of net unrecognized pension and postretirement items
|
379
|
|
|
466
|
|
|
877
|
|
|
1,398
|
|
||||
Other Comprehensive (Loss) Income
|
(3,198
|
)
|
|
9,658
|
|
|
26,508
|
|
|
4,503
|
|
||||
Total Comprehensive Income
|
$
|
38,270
|
|
|
$
|
43,909
|
|
|
$
|
145,983
|
|
|
$
|
115,470
|
|
|
|
|
|
|
|
|
|
||||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
Retained
Earnings
|
|
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||||
|
Shares
Outstanding
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||
Balance at December 31, 2015
|
174,176
|
|
|
$
|
547,141
|
|
|
$
|
1,450,690
|
|
|
$
|
641,588
|
|
|
$
|
(22,017
|
)
|
|
$
|
(575,508
|
)
|
|
$
|
2,041,894
|
|
|
Net income
|
|
|
|
|
|
|
119,475
|
|
|
|
|
|
|
119,475
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
26,508
|
|
|
|
|
26,508
|
|
||||||||||||
Stock issued, including related tax benefits
|
454
|
|
|
594
|
|
|
2,099
|
|
|
|
|
|
|
2,833
|
|
|
5,526
|
|
|||||||||
Stock-based compensation awards
|
|
|
|
|
4,808
|
|
|
|
|
|
|
|
|
4,808
|
|
||||||||||||
Acquisition of treasury stock
|
(1,486
|
)
|
|
|
|
|
|
|
|
|
|
(18,545
|
)
|
|
(18,545
|
)
|
|||||||||||
Common stock cash dividends - $0.29 per share
|
|
|
|
|
|
|
(50,230
|
)
|
|
|
|
|
|
(50,230
|
)
|
||||||||||||
Balance at September 30, 2016
|
173,144
|
|
|
$
|
547,735
|
|
|
$
|
1,457,597
|
|
|
$
|
710,833
|
|
|
$
|
4,491
|
|
|
$
|
(591,220
|
)
|
|
$
|
2,129,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
178,924
|
|
|
$
|
545,555
|
|
|
$
|
1,420,523
|
|
|
$
|
558,810
|
|
|
$
|
(17,722
|
)
|
|
$
|
(510,501
|
)
|
|
$
|
1,996,665
|
|
|
Net income
|
|
|
|
|
|
|
110,967
|
|
|
|
|
|
|
110,967
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
4,503
|
|
|
|
|
4,503
|
|
||||||||||||
Stock issued, including related tax benefits
|
613
|
|
|
889
|
|
|
2,675
|
|
|
|
|
|
|
3,374
|
|
|
6,938
|
|
|||||||||
Stock-based compensation awards
|
|
|
|
|
4,371
|
|
|
|
|
|
|
|
|
4,371
|
|
||||||||||||
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 - $0.27 per share
|
|
|
|
|
|
|
(47,540
|
)
|
|
|
|
|
|
(47,540
|
)
|
||||||||||||
Balance at September 30, 2015
|
173,771
|
|
|
$
|
546,444
|
|
|
$
|
1,447,569
|
|
|
$
|
622,237
|
|
|
$
|
(13,219
|
)
|
|
$
|
(577,127
|
)
|
|
$
|
2,025,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net Income
|
$
|
119,475
|
|
|
$
|
110,967
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
8,182
|
|
|
(500
|
)
|
||
Depreciation and amortization of premises and equipment
|
20,547
|
|
|
20,302
|
|
||
Net amortization of investment securities premiums
|
7,434
|
|
|
5,369
|
|
||
Investment securities gains, net
|
(1,025
|
)
|
|
(8,290
|
)
|
||
Gain on sales of mortgage loans held for sale
|
(11,967
|
)
|
|
(10,588
|
)
|
||
Proceeds from sales of mortgage loans held for sale
|
493,457
|
|
|
599,557
|
|
||
Originations of mortgage loans held for sale
|
(492,440
|
)
|
|
(598,384
|
)
|
||
Amortization of intangible assets
|
—
|
|
|
241
|
|
||
Amortization of issuance costs on long-term debt
|
347
|
|
|
432
|
|
||
Stock-based compensation
|
4,808
|
|
|
4,371
|
|
||
Excess tax benefits from stock-based compensation
|
(58
|
)
|
|
(86
|
)
|
||
Loss on redemption of trust preferred securities
|
—
|
|
|
5,626
|
|
||
Increase in accrued interest receivable
|
(833
|
)
|
|
(1,028
|
)
|
||
Increase in other assets
|
(9,075
|
)
|
|
(10,926
|
)
|
||
Increase (decrease) in accrued interest payable
|
2,921
|
|
|
(3,318
|
)
|
||
Increase in other liabilities
|
2,061
|
|
|
21,604
|
|
||
Total adjustments
|
24,359
|
|
|
24,382
|
|
||
Net cash provided by operating activities
|
143,834
|
|
|
135,349
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from sales of securities available for sale
|
84,978
|
|
|
29,309
|
|
||
Proceeds from principal repayments and maturities of securities available for sale
|
426,932
|
|
|
317,813
|
|
||
Purchase of securities available for sale
|
(484,164
|
)
|
|
(444,111
|
)
|
||
Increase in short-term investments
|
(136,450
|
)
|
|
(156,837
|
)
|
||
Net increase in loans
|
(567,061
|
)
|
|
(440,681
|
)
|
||
Net purchases of premises and equipment
|
(23,021
|
)
|
|
(19,980
|
)
|
||
Net cash used in investing activities
|
(698,786
|
)
|
|
(714,487
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net increase in demand and savings deposits
|
880,795
|
|
|
852,611
|
|
||
Net decrease in time deposits
|
(60,633
|
)
|
|
(135,723
|
)
|
||
(Decrease) increase in short-term borrowings
|
(233,621
|
)
|
|
101,912
|
|
||
Additions to long-term debt
|
16,000
|
|
|
347,778
|
|
||
Repayments of long-term debt
|
(603
|
)
|
|
(510,038
|
)
|
||
Net proceeds from issuance of common stock
|
5,468
|
|
|
6,852
|
|
||
Excess tax benefits from stock-based compensation
|
58
|
|
|
86
|
|
||
Dividends paid
|
(48,590
|
)
|
|
(46,239
|
)
|
||
Acquisition of treasury stock
|
(18,545
|
)
|
|
(50,000
|
)
|
||
Net cash provided by financing activities
|
540,329
|
|
|
567,239
|
|
||
Net Decrease in Cash and Due From Banks
|
(14,623
|
)
|
|
(11,899
|
)
|
||
Cash and Due From Banks at Beginning of Period
|
101,120
|
|
|
105,702
|
|
||
Cash and Due From Banks at End of Period
|
$
|
86,497
|
|
|
$
|
93,803
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
58,632
|
|
|
$
|
67,352
|
|
Income taxes
|
9,404
|
|
|
9,168
|
|
||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||||||
Weighted average shares outstanding (basic)
|
173,020
|
|
|
174,338
|
|
|
173,248
|
|
|
176,399
|
|
Impact of common stock equivalents
|
1,044
|
|
|
1,004
|
|
|
1,017
|
|
|
1,029
|
|
Weighted average shares outstanding (diluted)
|
174,064
|
|
|
175,342
|
|
|
174,265
|
|
|
177,428
|
|
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net of Tax Amount
|
||||||
|
(in thousands)
|
||||||||||
Three months ended September 30, 2016
|
|
|
|
|
|
||||||
Unrealized loss on securities
|
$
|
(5,505
|
)
|
|
$
|
1,925
|
|
|
$
|
(3,580
|
)
|
Reclassification adjustment for securities gains included in net income
(1)
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Amortization of unrealized loss on derivative financial instruments
(2)
|
6
|
|
|
(2
|
)
|
|
4
|
|
|||
Amortization of net unrecognized pension and postretirement items
(3)
|
583
|
|
|
(204
|
)
|
|
379
|
|
|||
Total Other Comprehensive Loss
|
$
|
(4,918
|
)
|
|
$
|
1,720
|
|
|
$
|
(3,198
|
)
|
Three months ended September 30, 2015
|
|
|
|
|
|
||||||
Unrealized gain on securities
|
$
|
12,088
|
|
|
$
|
(4,231
|
)
|
|
$
|
7,857
|
|
Reclassification adjustment for securities gains included in net income
(1)
|
(1,730
|
)
|
|
606
|
|
|
(1,124
|
)
|
|||
Reclassification adjustment for loss on derivative financial instruments included in net income
(2)
|
3,778
|
|
|
(1,322
|
)
|
|
2,456
|
|
|||
Amortization of unrealized loss on derivative financial instruments
(2)
|
5
|
|
|
(2
|
)
|
|
3
|
|
|||
Amortization of net unrecognized pension and postretirement items
(3)
|
717
|
|
|
(251
|
)
|
|
466
|
|
|||
Total Other Comprehensive Income
|
$
|
14,858
|
|
|
$
|
(5,200
|
)
|
|
$
|
9,658
|
|
|
|
|
|
|
|
||||||
Nine months ended September 30, 2016
|
|
|
|
|
|
||||||
Unrealized gain on securities
|
$
|
40,441
|
|
|
$
|
(14,156
|
)
|
|
$
|
26,285
|
|
Reclassification adjustment for securities gains included in net income
(1)
|
(1,025
|
)
|
|
359
|
|
|
(666
|
)
|
|||
Amortization of unrealized loss on derivative financial instruments
(2)
|
18
|
|
|
(6
|
)
|
|
12
|
|
|||
Amortization of net unrecognized pension and postretirement items
(3)
|
1,349
|
|
|
(472
|
)
|
|
877
|
|
|||
Total Other Comprehensive Income
|
$
|
40,783
|
|
|
$
|
(14,275
|
)
|
|
$
|
26,508
|
|
|
|
|
|
|
|
||||||
Nine months ended September 30, 2015
|
|
|
|
|
|
||||||
Unrealized gain on securities
|
$
|
8,987
|
|
|
$
|
(3,146
|
)
|
|
$
|
5,841
|
|
Reclassification adjustment for securities gains included in net income
(1)
|
(8,290
|
)
|
|
2,902
|
|
|
(5,388
|
)
|
|||
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
|
192
|
|
|
(67
|
)
|
|
125
|
|
|||
Amortization of unrealized loss on derivative financial instruments
(2)
|
110
|
|
|
(39
|
)
|
|
71
|
|
|||
Amortization of net unrecognized pension and postretirement items
(3)
|
2,151
|
|
|
(753
|
)
|
|
1,398
|
|
|||
Total Other Comprehensive Income
|
$
|
6,928
|
|
|
$
|
(2,425
|
)
|
|
$
|
4,503
|
|
(1)
|
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.
|
(2)
|
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Interest expense" on the consolidated statements of income.
|
(3)
|
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.
|
|
Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
|
|
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
|
|
Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps
|
|
Unrecognized Pension and Postretirement Plan Income (Costs)
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Three months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2016
|
$
|
22,701
|
|
|
$
|
458
|
|
|
$
|
(7
|
)
|
|
$
|
(15,463
|
)
|
|
$
|
7,689
|
|
Other comprehensive loss before reclassifications
|
(3,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,580
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
379
|
|
|
382
|
|
|||||
Balance at September 30, 2016
|
$
|
19,120
|
|
|
$
|
458
|
|
|
$
|
(3
|
)
|
|
$
|
(15,084
|
)
|
|
$
|
4,491
|
|
Three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2015
|
$
|
830
|
|
|
$
|
344
|
|
|
$
|
(2,478
|
)
|
|
$
|
(21,573
|
)
|
|
$
|
(22,877
|
)
|
Other comprehensive income before reclassifications
|
7,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,857
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1,124
|
)
|
|
—
|
|
|
3
|
|
|
466
|
|
|
(655
|
)
|
|||||
Reclassification adjustment for loss on derivative financial instruments included in net income
|
—
|
|
|
—
|
|
|
2,456
|
|
|
—
|
|
|
2,456
|
|
|||||
Balance at September 30, 2015
|
$
|
7,563
|
|
|
$
|
344
|
|
|
$
|
(19
|
)
|
|
$
|
(21,107
|
)
|
|
$
|
(13,219
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2015
|
$
|
(6,499
|
)
|
|
$
|
458
|
|
|
$
|
(15
|
)
|
|
$
|
(15,961
|
)
|
|
$
|
(22,017
|
)
|
Other comprehensive income before reclassifications
|
26,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,285
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(666
|
)
|
|
—
|
|
|
12
|
|
|
877
|
|
|
223
|
|
|||||
Balance at September 30, 2016
|
$
|
19,120
|
|
|
$
|
458
|
|
|
$
|
(3
|
)
|
|
$
|
(15,084
|
)
|
|
$
|
4,491
|
|
Nine months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
$
|
5,980
|
|
|
$
|
1,349
|
|
|
$
|
(2,546
|
)
|
|
$
|
(22,505
|
)
|
|
$
|
(17,722
|
)
|
Other comprehensive income before reclassifications
|
5,841
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
5,966
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(4,258
|
)
|
|
(1,130
|
)
|
|
71
|
|
|
1,398
|
|
|
(3,919
|
)
|
|||||
Reclassification adjustment for loss on derivative financial instruments included in net income
|
—
|
|
|
—
|
|
|
2,456
|
|
|
—
|
|
|
2,456
|
|
|||||
Balance at September 30, 2015
|
$
|
7,563
|
|
|
$
|
344
|
|
|
$
|
(19
|
)
|
|
$
|
(21,107
|
)
|
|
$
|
(13,219
|
)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
|
(in thousands)
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
U.S. Government sponsored agency securities
|
$
|
137
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
140
|
|
State and municipal securities
|
394,162
|
|
|
8,145
|
|
|
(735
|
)
|
|
401,572
|
|
||||
Corporate debt securities
|
109,495
|
|
|
3,096
|
|
|
(5,350
|
)
|
|
107,241
|
|
||||
Collateralized mortgage obligations
|
651,060
|
|
|
4,070
|
|
|
(2,771
|
)
|
|
652,359
|
|
||||
Mortgage-backed securities
|
1,201,771
|
|
|
24,790
|
|
|
(14
|
)
|
|
1,226,547
|
|
||||
Auction rate securities
|
107,107
|
|
|
—
|
|
|
(9,381
|
)
|
|
97,726
|
|
||||
Total debt securities
|
2,463,732
|
|
|
40,104
|
|
|
(18,251
|
)
|
|
2,485,585
|
|
||||
Equity securities
|
14,206
|
|
|
8,277
|
|
|
—
|
|
|
22,483
|
|
||||
Total
|
$
|
2,477,938
|
|
|
$
|
48,381
|
|
|
$
|
(18,251
|
)
|
|
$
|
2,508,068
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
|
(in thousands)
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
Amortized
Cost |
|
Estimated
Fair Value |
||||
|
(in thousands)
|
|||||||
Due in one year or less
|
|
$
|
50,521
|
|
|
$
|
51,020
|
|
Due from one year to five years
|
|
34,278
|
|
|
35,356
|
|
||
Due from five years to ten years
|
|
96,172
|
|
|
99,187
|
|
||
Due after ten years
|
|
429,930
|
|
|
421,116
|
|
||
|
|
610,901
|
|
|
606,679
|
|
||
Collateralized mortgage obligations
|
|
651,060
|
|
|
652,359
|
|
||
Mortgage-backed securities
|
|
1,201,771
|
|
|
1,226,547
|
|
||
Total debt securities
|
|
$
|
2,463,732
|
|
|
$
|
2,485,585
|
|
|
Gross
Realized Gains |
|
Gross
Realized Losses |
|
Net Gains (Losses)
|
||||||
Three months ended September 30, 2016
|
(in thousands)
|
||||||||||
Equity securities
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Three months ended September 30, 2015
|
|
|
|
|
|
||||||
Equity securities
|
$
|
1,730
|
|
|
$
|
—
|
|
|
$
|
1,730
|
|
Debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
1,730
|
|
|
$
|
—
|
|
|
$
|
1,730
|
|
|
|
|
|
|
|
||||||
Nine months ended September 30, 2016
|
|
|
|
|
|
||||||
Equity securities
|
$
|
739
|
|
|
$
|
(10
|
)
|
|
$
|
729
|
|
Debt securities
|
322
|
|
|
(26
|
)
|
|
296
|
|
|||
Total
|
$
|
1,061
|
|
|
$
|
(36
|
)
|
|
$
|
1,025
|
|
Nine months ended September 30, 2015
|
|
|
|
|
|
||||||
Equity securities
|
$
|
5,990
|
|
|
$
|
—
|
|
|
$
|
5,990
|
|
Debt securities
|
2,300
|
|
|
—
|
|
|
2,300
|
|
|||
Total
|
$
|
8,290
|
|
|
$
|
—
|
|
|
$
|
8,290
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance of cumulative credit losses on debt securities, beginning of period
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
|
$
|
(16,242
|
)
|
Reductions for securities sold during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
4,730
|
|
||||
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Balance of cumulative credit losses on debt securities, end of period
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
|
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)
|
||||||||||||||||||||||
State and municipal securities
|
$
|
91,790
|
|
|
$
|
(735
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,790
|
|
|
$
|
(735
|
)
|
Corporate debt securities
|
4,000
|
|
|
(35
|
)
|
|
33,766
|
|
|
(5,315
|
)
|
|
37,766
|
|
|
(5,350
|
)
|
||||||
Collateralized mortgage obligations
|
124,739
|
|
|
(376
|
)
|
|
266,062
|
|
|
(2,395
|
)
|
|
390,801
|
|
|
(2,771
|
)
|
||||||
Mortgage-backed securities
|
6,171
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
6,171
|
|
|
(14
|
)
|
||||||
Auction rate securities
|
—
|
|
|
—
|
|
|
97,726
|
|
|
(9,381
|
)
|
|
97,726
|
|
|
(9,381
|
)
|
||||||
Total debt securities
|
226,700
|
|
|
(1,160
|
)
|
|
397,554
|
|
|
(17,091
|
)
|
|
624,254
|
|
|
(18,251
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
226,700
|
|
|
$
|
(1,160
|
)
|
|
$
|
397,554
|
|
|
$
|
(17,091
|
)
|
|
$
|
624,254
|
|
|
$
|
(18,251
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Amortized
cost
|
|
Estimated
fair value
|
|
Amortized
cost
|
|
Estimated
fair value
|
||||||||
|
(in thousands)
|
||||||||||||||
Single-issuer trust preferred securities
|
$
|
43,720
|
|
|
$
|
39,253
|
|
|
$
|
44,648
|
|
|
$
|
39,106
|
|
Subordinated debt
|
43,715
|
|
|
44,660
|
|
|
39,610
|
|
|
40,779
|
|
||||
Senior debt
|
18,039
|
|
|
18,601
|
|
|
12,043
|
|
|
12,329
|
|
||||
Pooled trust preferred securities
|
—
|
|
|
706
|
|
|
—
|
|
|
706
|
|
||||
Corporate debt securities issued by financial institutions
|
105,474
|
|
|
103,220
|
|
|
96,301
|
|
|
92,920
|
|
||||
Other corporate debt securities
|
4,021
|
|
|
4,021
|
|
|
4,035
|
|
|
4,035
|
|
||||
Available for sale corporate debt securities
|
$
|
109,495
|
|
|
$
|
107,241
|
|
|
$
|
100,336
|
|
|
$
|
96,955
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Real-estate - commercial mortgage
|
$
|
5,818,915
|
|
|
$
|
5,462,330
|
|
Commercial - industrial, financial and agricultural
|
4,024,119
|
|
|
4,088,962
|
|
||
Real-estate - home equity
|
1,640,421
|
|
|
1,684,439
|
|
||
Real-estate - residential mortgage
|
1,542,696
|
|
|
1,376,160
|
|
||
Real-estate - construction
|
861,634
|
|
|
799,988
|
|
||
Consumer
|
283,673
|
|
|
268,588
|
|
||
Leasing and other
|
235,793
|
|
|
170,914
|
|
||
Overdrafts
|
2,320
|
|
|
2,737
|
|
||
Loans, gross of unearned income
|
14,409,571
|
|
|
13,854,118
|
|
||
Unearned income
|
(18,333
|
)
|
|
(15,516
|
)
|
||
Loans, net of unearned income
|
$
|
14,391,238
|
|
|
$
|
13,838,602
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Allowance for loan losses
|
$
|
162,526
|
|
|
$
|
169,054
|
|
Reserve for unfunded lending commitments
|
2,643
|
|
|
2,358
|
|
||
Allowance for credit losses
|
$
|
165,169
|
|
|
$
|
171,412
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
165,108
|
|
|
$
|
169,453
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
Loans charged off
|
(7,672
|
)
|
|
(5,561
|
)
|
|
(29,573
|
)
|
|
(26,697
|
)
|
||||
Recoveries of loans previously charged off
|
3,592
|
|
|
4,503
|
|
|
15,148
|
|
|
10,661
|
|
||||
Net loans charged off
|
(4,080
|
)
|
|
(1,058
|
)
|
|
(14,425
|
)
|
|
(16,036
|
)
|
||||
Provision for credit losses
|
4,141
|
|
|
1,000
|
|
|
8,182
|
|
|
(500
|
)
|
||||
Balance at end of period
|
$
|
165,169
|
|
|
$
|
169,395
|
|
|
$
|
165,169
|
|
|
$
|
169,395
|
|
|
Real Estate -
Commercial
Mortgage
|
|
Commercial -
Industrial,
Financial and
Agricultural
|
|
Real Estate -
Home
Equity
|
|
Real Estate -
Residential
Mortgage
|
|
Real Estate -
Construction
|
|
Consumer
|
|
Leasing, other
and
overdrafts
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Three months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at June 30, 2016
|
$
|
43,740
|
|
|
$
|
51,755
|
|
|
$
|
26,170
|
|
|
$
|
21,226
|
|
|
$
|
5,772
|
|
|
$
|
2,984
|
|
|
$
|
2,518
|
|
|
$
|
8,381
|
|
|
$
|
162,546
|
|
Loans charged off
|
(1,350
|
)
|
|
(3,144
|
)
|
|
(709
|
)
|
|
(802
|
)
|
|
(150
|
)
|
|
(685
|
)
|
|
(832
|
)
|
|
—
|
|
|
(7,672
|
)
|
|||||||||
Recoveries of loans previously charged off
|
296
|
|
|
1,539
|
|
|
241
|
|
|
228
|
|
|
898
|
|
|
222
|
|
|
168
|
|
|
—
|
|
|
3,592
|
|
|||||||||
Net loans charged off
|
(1,054
|
)
|
|
(1,605
|
)
|
|
(468
|
)
|
|
(574
|
)
|
|
748
|
|
|
(463
|
)
|
|
(664
|
)
|
|
—
|
|
|
(4,080
|
)
|
|||||||||
Provision for loan losses (1)
|
3,171
|
|
|
(1,871
|
)
|
|
1,419
|
|
|
1,452
|
|
|
23
|
|
|
852
|
|
|
1,075
|
|
|
(2,061
|
)
|
|
4,060
|
|
|||||||||
Balance at September 30, 2016
|
$
|
45,857
|
|
|
$
|
48,279
|
|
|
$
|
27,121
|
|
|
$
|
22,104
|
|
|
$
|
6,543
|
|
|
$
|
3,373
|
|
|
$
|
2,929
|
|
|
$
|
6,320
|
|
|
$
|
162,526
|
|
Three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at June 30, 2015
|
$
|
50,680
|
|
|
$
|
49,170
|
|
|
$
|
22,506
|
|
|
$
|
22,787
|
|
|
$
|
7,749
|
|
|
$
|
2,608
|
|
|
$
|
1,615
|
|
|
$
|
10,370
|
|
|
$
|
167,485
|
|
Loans charged off
|
(660
|
)
|
|
(1,640
|
)
|
|
(940
|
)
|
|
(1,035
|
)
|
|
(114
|
)
|
|
(650
|
)
|
|
(522
|
)
|
|
—
|
|
|
(5,561
|
)
|
|||||||||
Recoveries of loans previously charged off
|
842
|
|
|
1,598
|
|
|
304
|
|
|
201
|
|
|
898
|
|
|
314
|
|
|
346
|
|
|
—
|
|
|
4,503
|
|
|||||||||
Net loans charged off
|
182
|
|
|
(42
|
)
|
|
(636
|
)
|
|
(834
|
)
|
|
784
|
|
|
(336
|
)
|
|
(176
|
)
|
|
—
|
|
|
(1,058
|
)
|
|||||||||
Provision for loan losses (1)
|
825
|
|
|
(405
|
)
|
|
180
|
|
|
(609
|
)
|
|
(964
|
)
|
|
282
|
|
|
223
|
|
|
1,177
|
|
|
709
|
|
|||||||||
Balance at September 30, 2015
|
$
|
51,687
|
|
|
$
|
48,723
|
|
|
$
|
22,050
|
|
|
$
|
21,344
|
|
|
$
|
7,569
|
|
|
$
|
2,554
|
|
|
$
|
1,662
|
|
|
$
|
11,547
|
|
|
$
|
167,136
|
|
Nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
$
|
47,866
|
|
|
$
|
57,098
|
|
|
$
|
22,405
|
|
|
$
|
21,375
|
|
|
$
|
6,529
|
|
|
$
|
2,585
|
|
|
$
|
2,468
|
|
|
$
|
8,728
|
|
|
$
|
169,054
|
|
Loans charged off
|
(3,406
|
)
|
|
(13,957
|
)
|
|
(3,295
|
)
|
|
(2,210
|
)
|
|
(1,218
|
)
|
|
(2,261
|
)
|
|
(3,226
|
)
|
|
—
|
|
|
(29,573
|
)
|
|||||||||
Recoveries of loans previously charged off
|
2,488
|
|
|
6,789
|
|
|
929
|
|
|
784
|
|
|
2,844
|
|
|
957
|
|
|
357
|
|
|
—
|
|
|
15,148
|
|
|||||||||
Net loans charged off
|
(918
|
)
|
|
(7,168
|
)
|
|
(2,366
|
)
|
|
(1,426
|
)
|
|
1,626
|
|
|
(1,304
|
)
|
|
(2,869
|
)
|
|
—
|
|
|
(14,425
|
)
|
|||||||||
Provision for loan losses (1)
|
(1,091
|
)
|
|
(1,651
|
)
|
|
7,082
|
|
|
2,155
|
|
|
(1,612
|
)
|
|
2,092
|
|
|
3,330
|
|
|
(2,408
|
)
|
|
7,897
|
|
|||||||||
Balance at September 30, 2016
|
$
|
45,857
|
|
|
$
|
48,279
|
|
|
$
|
27,121
|
|
|
$
|
22,104
|
|
|
$
|
6,543
|
|
|
$
|
3,373
|
|
|
$
|
2,929
|
|
|
$
|
6,320
|
|
|
$
|
162,526
|
|
Nine months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
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
|
(3,011
|
)
|
|
(14,669
|
)
|
|
(2,578
|
)
|
|
(3,099
|
)
|
|
(201
|
)
|
|
(1,787
|
)
|
|
(1,352
|
)
|
|
—
|
|
|
(26,697
|
)
|
|||||||||
Recoveries of loans previously charged off
|
1,729
|
|
|
3,855
|
|
|
744
|
|
|
547
|
|
|
2,276
|
|
|
923
|
|
|
587
|
|
|
—
|
|
|
10,661
|
|
|||||||||
Net loans charged off
|
(1,282
|
)
|
|
(10,814
|
)
|
|
(1,834
|
)
|
|
(2,552
|
)
|
|
2,075
|
|
|
(864
|
)
|
|
(765
|
)
|
|
—
|
|
|
(16,036
|
)
|
|||||||||
Provision for loan losses (1)
|
(524
|
)
|
|
8,159
|
|
|
(4,387
|
)
|
|
(5,176
|
)
|
|
(4,262
|
)
|
|
403
|
|
|
628
|
|
|
4,187
|
|
|
(972
|
)
|
|||||||||
Balance at September 30, 2015
|
$
|
51,687
|
|
|
$
|
48,723
|
|
|
$
|
22,050
|
|
|
$
|
21,344
|
|
|
$
|
7,569
|
|
|
$
|
2,554
|
|
|
$
|
1,662
|
|
|
$
|
11,547
|
|
|
$
|
167,136
|
|
(1)
|
The provision for loan losses excluded an
$81,000
and
$285,000
increase, respectively, in the reserve for unfunded lending commitments for the
three and nine
months ended
September 30, 2016
and a
$291,000
and
$472,000
increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30,
2015
. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was
$4.1 million
and
$8.2 million
for the
three and nine
months ended
September 30, 2016
, respectively, and
$1.0 million
and a negative
$500,000
for the
three and nine
months ended
September 30, 2015
.
|
|
Real Estate -
Commercial
Mortgage
|
|
Commercial -
Industrial,
Financial and
Agricultural
|
|
Real Estate -
Home
Equity
|
|
Real Estate -
Residential
Mortgage
|
|
Real Estate -
Construction
|
|
Consumer
|
|
Leasing, other
and
overdrafts
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Allowance for loan losses at September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
36,151
|
|
|
$
|
38,858
|
|
|
$
|
17,828
|
|
|
$
|
10,410
|
|
|
$
|
4,422
|
|
|
$
|
3,346
|
|
|
$
|
2,929
|
|
|
$
|
6,320
|
|
|
$
|
120,264
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
9,706
|
|
|
9,421
|
|
|
9,293
|
|
|
11,694
|
|
|
2,121
|
|
|
27
|
|
|
—
|
|
|
N/A
|
|
|
42,262
|
|
|||||||||
|
$
|
45,857
|
|
|
$
|
48,279
|
|
|
$
|
27,121
|
|
|
$
|
22,104
|
|
|
$
|
6,543
|
|
|
$
|
3,373
|
|
|
$
|
2,929
|
|
|
$
|
6,320
|
|
|
$
|
162,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans, net of unearned income at September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
5,763,863
|
|
|
$
|
3,972,461
|
|
|
$
|
1,621,731
|
|
|
$
|
1,496,461
|
|
|
$
|
850,315
|
|
|
$
|
283,633
|
|
|
$
|
219,780
|
|
|
N/A
|
|
|
$
|
14,208,244
|
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
55,052
|
|
|
51,658
|
|
|
18,690
|
|
|
46,235
|
|
|
11,319
|
|
|
40
|
|
|
—
|
|
|
N/A
|
|
|
182,994
|
|
|||||||||
|
$
|
5,818,915
|
|
|
$
|
4,024,119
|
|
|
$
|
1,640,421
|
|
|
$
|
1,542,696
|
|
|
$
|
861,634
|
|
|
$
|
283,673
|
|
|
$
|
219,780
|
|
|
N/A
|
|
|
$
|
14,391,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses at September 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
38,490
|
|
|
$
|
36,002
|
|
|
$
|
14,867
|
|
|
$
|
7,921
|
|
|
$
|
5,119
|
|
|
$
|
2,535
|
|
|
$
|
1,662
|
|
|
$
|
11,547
|
|
|
$
|
118,143
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
13,197
|
|
|
12,721
|
|
|
7,183
|
|
|
13,423
|
|
|
2,450
|
|
|
19
|
|
|
—
|
|
|
N/A
|
|
|
48,993
|
|
|||||||||
|
$
|
51,687
|
|
|
$
|
48,723
|
|
|
$
|
22,050
|
|
|
$
|
21,344
|
|
|
$
|
7,569
|
|
|
$
|
2,554
|
|
|
$
|
1,662
|
|
|
$
|
11,547
|
|
|
$
|
167,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans, net of unearned income at September 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measured for impairment under FASB ASC Subtopic 450-20
|
$
|
5,273,819
|
|
|
$
|
3,885,956
|
|
|
$
|
1,679,471
|
|
|
$
|
1,330,778
|
|
|
$
|
750,629
|
|
|
$
|
271,667
|
|
|
$
|
149,530
|
|
|
N/A
|
|
|
$
|
13,341,850
|
|
|
Evaluated for impairment under FASB ASC Section 310-10-35
|
66,109
|
|
|
43,952
|
|
|
14,178
|
|
|
51,307
|
|
|
18,936
|
|
|
29
|
|
|
—
|
|
|
N/A
|
|
|
194,511
|
|
|||||||||
|
$
|
5,339,928
|
|
|
$
|
3,929,908
|
|
|
$
|
1,693,649
|
|
|
$
|
1,382,085
|
|
|
$
|
769,565
|
|
|
$
|
271,696
|
|
|
$
|
149,530
|
|
|
N/A
|
|
|
$
|
13,536,361
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
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
|
$
|
30,913
|
|
|
$
|
27,594
|
|
|
$
|
—
|
|
|
$
|
27,872
|
|
|
$
|
22,596
|
|
|
$
|
—
|
|
Commercial - secured
|
33,225
|
|
|
29,535
|
|
|
—
|
|
|
18,012
|
|
|
13,702
|
|
|
—
|
|
||||||
Real estate - residential mortgage
|
6,312
|
|
|
6,131
|
|
|
—
|
|
|
4,790
|
|
|
4,790
|
|
|
—
|
|
||||||
Construction - commercial residential
|
6,393
|
|
|
4,923
|
|
|
—
|
|
|
9,916
|
|
|
8,865
|
|
|
—
|
|
||||||
|
76,843
|
|
|
68,183
|
|
|
|
|
60,590
|
|
|
49,953
|
|
|
|
||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Real estate - commercial mortgage
|
37,212
|
|
|
27,458
|
|
|
9,706
|
|
|
45,189
|
|
|
35,698
|
|
|
12,471
|
|
||||||
Commercial - secured
|
26,900
|
|
|
21,192
|
|
|
8,906
|
|
|
39,659
|
|
|
33,629
|
|
|
14,085
|
|
||||||
Commercial - unsecured
|
1,228
|
|
|
931
|
|
|
515
|
|
|
971
|
|
|
821
|
|
|
498
|
|
||||||
Real estate - home equity
|
23,580
|
|
|
18,690
|
|
|
9,293
|
|
|
20,347
|
|
|
15,766
|
|
|
7,993
|
|
||||||
Real estate - residential mortgage
|
47,746
|
|
|
40,104
|
|
|
11,694
|
|
|
55,242
|
|
|
45,635
|
|
|
13,422
|
|
||||||
Construction - commercial residential
|
8,053
|
|
|
4,850
|
|
|
1,560
|
|
|
9,949
|
|
|
6,290
|
|
|
2,110
|
|
||||||
Construction - commercial
|
687
|
|
|
450
|
|
|
145
|
|
|
820
|
|
|
638
|
|
|
217
|
|
||||||
Construction - other
|
1,096
|
|
|
1,096
|
|
|
416
|
|
|
331
|
|
|
193
|
|
|
68
|
|
||||||
Consumer - direct
|
21
|
|
|
21
|
|
|
15
|
|
|
19
|
|
|
19
|
|
|
14
|
|
||||||
Consumer - indirect
|
19
|
|
|
19
|
|
|
12
|
|
|
14
|
|
|
14
|
|
|
8
|
|
||||||
Leasing, other and overdrafts
|
—
|
|
|
—
|
|
|
—
|
|
|
1,658
|
|
|
1,425
|
|
|
704
|
|
||||||
|
146,542
|
|
|
114,811
|
|
|
42,262
|
|
|
174,199
|
|
|
140,128
|
|
|
51,590
|
|
||||||
Total
|
$
|
223,385
|
|
|
$
|
182,994
|
|
|
$
|
42,262
|
|
|
$
|
234,789
|
|
|
$
|
190,081
|
|
|
$
|
51,590
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
|||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||||||||||||
|
Average
Recorded Investment |
|
Interest
Income (1) |
|
Average
Recorded Investment |
|
Interest
Income (1) |
|
Average
Recorded Investment |
|
Interest
Income (1) |
|
Average
Recorded Investment |
|
Interest
Income (1) |
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate - commercial mortgage
|
$
|
25,048
|
|
|
$
|
78
|
|
|
$
|
25,216
|
|
|
$
|
68
|
|
|
$
|
23,929
|
|
|
$
|
219
|
|
|
$
|
26,033
|
|
|
246
|
|
Commercial - secured
|
23,836
|
|
|
32
|
|
|
17,609
|
|
|
28
|
|
|
18,400
|
|
|
68
|
|
|
16,142
|
|
|
74
|
|
|||||||
Commercial - unsecured
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|||||||
Real estate - residential mortgage
|
6,151
|
|
|
33
|
|
|
6,212
|
|
|
34
|
|
|
5,826
|
|
|
96
|
|
|
5,539
|
|
|
94
|
|
|||||||
Construction - commercial residential
|
5,734
|
|
|
10
|
|
|
10,558
|
|
|
28
|
|
|
6,658
|
|
|
45
|
|
|
12,390
|
|
|
124
|
|
|||||||
Construction - commercial
|
—
|
|
|
—
|
|
|
1,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,144
|
|
|
—
|
|
|||||||
|
60,769
|
|
|
153
|
|
|
60,788
|
|
|
158
|
|
|
54,813
|
|
|
428
|
|
|
61,270
|
|
|
538
|
|
|||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate - commercial mortgage
|
29,139
|
|
|
91
|
|
|
40,572
|
|
|
110
|
|
|
32,310
|
|
|
303
|
|
|
40,116
|
|
|
368
|
|
|||||||
Commercial - secured
|
21,688
|
|
|
29
|
|
|
22,386
|
|
|
36
|
|
|
26,665
|
|
|
100
|
|
|
23,668
|
|
|
111
|
|
|||||||
Commercial - unsecured
|
953
|
|
|
1
|
|
|
2,788
|
|
|
1
|
|
|
903
|
|
|
3
|
|
|
1,981
|
|
|
4
|
|
|||||||
Real estate - home equity
|
18,283
|
|
|
76
|
|
|
13,728
|
|
|
37
|
|
|
17,589
|
|
|
203
|
|
|
13,417
|
|
|
101
|
|
|||||||
Real estate - residential mortgage
|
40,913
|
|
|
221
|
|
|
46,039
|
|
|
254
|
|
|
42,399
|
|
|
683
|
|
|
46,406
|
|
|
797
|
|
|||||||
Construction - commercial residential
|
4,947
|
|
|
8
|
|
|
5,746
|
|
|
15
|
|
|
5,568
|
|
|
37
|
|
|
6,496
|
|
|
64
|
|
|||||||
Construction - commercial
|
476
|
|
|
—
|
|
|
1,210
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
|||||||
Construction - other
|
756
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|
579
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|||||||
Consumer - direct
|
19
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|
1
|
|
|
18
|
|
|
—
|
|
|||||||
Consumer - indirect
|
11
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|||||||
Leasing, other and overdrafts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
117,185
|
|
|
426
|
|
|
132,780
|
|
|
453
|
|
|
127,302
|
|
|
1,330
|
|
|
133,405
|
|
|
1,445
|
|
|||||||
Total
|
$
|
177,954
|
|
|
$
|
579
|
|
|
$
|
193,568
|
|
|
$
|
611
|
|
|
$
|
182,115
|
|
|
$
|
1,758
|
|
|
$
|
194,675
|
|
|
1,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the
three and nine
months ended
September 30, 2016
and
2015
represents amounts earned on accruing TDRs.
|
|
Pass
|
|
Special Mention
|
|
Substandard or Lower
|
|
Total
|
||||||||||||||||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
5,555,760
|
|
|
$
|
5,204,263
|
|
|
$
|
131,941
|
|
|
$
|
102,625
|
|
|
$
|
131,214
|
|
|
$
|
155,442
|
|
|
$
|
5,818,915
|
|
|
$
|
5,462,330
|
|
Commercial - secured
|
3,648,221
|
|
|
3,696,692
|
|
|
106,701
|
|
|
92,711
|
|
|
121,611
|
|
|
136,710
|
|
|
3,876,533
|
|
|
3,926,113
|
|
||||||||
Commercial - unsecured
|
139,673
|
|
|
156,742
|
|
|
5,009
|
|
|
2,761
|
|
|
2,904
|
|
|
3,346
|
|
|
147,586
|
|
|
162,849
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
3,787,894
|
|
|
3,853,434
|
|
|
111,710
|
|
|
95,472
|
|
|
124,515
|
|
|
140,056
|
|
|
4,024,119
|
|
|
4,088,962
|
|
||||||||
Construction - commercial residential
|
131,875
|
|
|
140,337
|
|
|
15,853
|
|
|
17,154
|
|
|
14,180
|
|
|
21,812
|
|
|
161,908
|
|
|
179,303
|
|
||||||||
Construction - commercial
|
629,314
|
|
|
552,710
|
|
|
2,530
|
|
|
3,684
|
|
|
5,048
|
|
|
3,597
|
|
|
636,892
|
|
|
559,991
|
|
||||||||
Total construction (excluding Construction - other)
|
761,189
|
|
|
693,047
|
|
|
18,383
|
|
|
20,838
|
|
|
19,228
|
|
|
25,409
|
|
|
798,800
|
|
|
739,294
|
|
||||||||
|
$
|
10,104,843
|
|
|
$
|
9,750,744
|
|
|
$
|
262,034
|
|
|
$
|
218,935
|
|
|
$
|
274,957
|
|
|
$
|
320,907
|
|
|
$
|
10,641,834
|
|
|
$
|
10,290,586
|
|
% of Total
|
95.0
|
%
|
|
94.8
|
%
|
|
2.4
|
%
|
|
2.1
|
%
|
|
2.6
|
%
|
|
3.1
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
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 constitute an undue and unwarranted credit risk, but not to a 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.
|
|
Performing
|
|
Delinquent (1)
|
|
Non-performing (2)
|
|
Total
|
||||||||||||||||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
1,615,657
|
|
|
$
|
1,660,773
|
|
|
$
|
10,504
|
|
|
$
|
8,983
|
|
|
$
|
14,260
|
|
|
$
|
14,683
|
|
|
$
|
1,640,421
|
|
|
$
|
1,684,439
|
|
Real estate - residential mortgage
|
1,501,486
|
|
|
1,329,371
|
|
|
17,759
|
|
|
18,305
|
|
|
23,451
|
|
|
28,484
|
|
|
1,542,696
|
|
|
1,376,160
|
|
||||||||
Construction - other
|
61,738
|
|
|
59,997
|
|
|
—
|
|
|
88
|
|
|
1,096
|
|
|
609
|
|
|
62,834
|
|
|
60,694
|
|
||||||||
Consumer - direct
|
91,164
|
|
|
94,262
|
|
|
1,675
|
|
|
2,254
|
|
|
1,943
|
|
|
2,203
|
|
|
94,782
|
|
|
98,719
|
|
||||||||
Consumer - indirect
|
185,873
|
|
|
166,823
|
|
|
2,795
|
|
|
2,809
|
|
|
223
|
|
|
237
|
|
|
188,891
|
|
|
169,869
|
|
||||||||
Total consumer
|
277,037
|
|
|
261,085
|
|
|
4,470
|
|
|
5,063
|
|
|
2,166
|
|
|
2,440
|
|
|
283,673
|
|
|
268,588
|
|
||||||||
Leasing
|
218,275
|
|
|
155,870
|
|
|
1,454
|
|
|
759
|
|
|
51
|
|
|
1,506
|
|
|
219,780
|
|
|
158,135
|
|
||||||||
|
$
|
3,674,193
|
|
|
$
|
3,467,096
|
|
|
$
|
34,187
|
|
|
$
|
33,198
|
|
|
$
|
41,024
|
|
|
$
|
47,722
|
|
|
$
|
3,749,404
|
|
|
$
|
3,548,016
|
|
% of Total
|
98.0
|
%
|
|
97.7
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
|
1.3
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Includes all accruing loans
30
days to
89
days past due.
|
(2)
|
Includes all accruing loans
90
days or more past due and all non-accrual loans.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Non-accrual loans
|
$
|
124,017
|
|
|
$
|
129,523
|
|
Loans 90 days or more past due and still accruing
|
14,095
|
|
|
15,291
|
|
||
Total non-performing loans
|
138,112
|
|
|
144,814
|
|
||
Other real estate owned (OREO)
|
11,981
|
|
|
11,099
|
|
||
Total non-performing assets
|
$
|
150,093
|
|
|
$
|
155,913
|
|
|
September 30, 2016
|
||||||||||||||||||||||||||||||
|
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
|
$
|
9,268
|
|
|
$
|
1,447
|
|
|
$
|
664
|
|
|
$
|
38,967
|
|
|
$
|
39,631
|
|
|
$
|
50,346
|
|
|
$
|
5,768,569
|
|
|
$
|
5,818,915
|
|
Commercial - secured
|
8,369
|
|
|
3,622
|
|
|
3,023
|
|
|
43,304
|
|
|
46,327
|
|
|
58,318
|
|
|
3,818,215
|
|
|
3,876,533
|
|
||||||||
Commercial - unsecured
|
234
|
|
|
53
|
|
|
137
|
|
|
866
|
|
|
1,003
|
|
|
1,290
|
|
|
146,296
|
|
|
147,586
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
8,603
|
|
|
3,675
|
|
|
3,160
|
|
|
44,170
|
|
|
47,330
|
|
|
59,608
|
|
|
3,964,511
|
|
|
4,024,119
|
|
||||||||
Real estate - home equity
|
6,016
|
|
|
4,488
|
|
|
3,237
|
|
|
11,023
|
|
|
14,260
|
|
|
24,764
|
|
|
1,615,657
|
|
|
1,640,421
|
|
||||||||
Real estate - residential mortgage
|
12,920
|
|
|
4,839
|
|
|
4,070
|
|
|
19,381
|
|
|
23,451
|
|
|
41,210
|
|
|
1,501,486
|
|
|
1,542,696
|
|
||||||||
Construction - commercial residential
|
2,004
|
|
|
629
|
|
|
72
|
|
|
8,930
|
|
|
9,002
|
|
|
11,635
|
|
|
150,273
|
|
|
161,908
|
|
||||||||
Construction - commercial
|
—
|
|
|
9
|
|
|
675
|
|
|
450
|
|
|
1,125
|
|
|
1,134
|
|
|
635,758
|
|
|
636,892
|
|
||||||||
Construction - other
|
—
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
1,096
|
|
|
1,096
|
|
|
61,738
|
|
|
62,834
|
|
||||||||
Total real estate - construction
|
2,004
|
|
|
638
|
|
|
747
|
|
|
10,476
|
|
|
11,223
|
|
|
13,865
|
|
|
847,769
|
|
|
861,634
|
|
||||||||
Consumer - direct
|
1,147
|
|
|
528
|
|
|
1,943
|
|
|
—
|
|
|
1,943
|
|
|
3,618
|
|
|
91,164
|
|
|
94,782
|
|
||||||||
Consumer - indirect
|
2,466
|
|
|
329
|
|
|
223
|
|
|
—
|
|
|
223
|
|
|
3,018
|
|
|
185,873
|
|
|
188,891
|
|
||||||||
Total consumer
|
3,613
|
|
|
857
|
|
|
2,166
|
|
|
—
|
|
|
2,166
|
|
|
6,636
|
|
|
277,037
|
|
|
283,673
|
|
||||||||
Leasing, other and overdrafts
|
998
|
|
|
456
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
1,505
|
|
|
218,275
|
|
|
219,780
|
|
||||||||
Total
|
$
|
43,422
|
|
|
$
|
16,400
|
|
|
$
|
14,095
|
|
|
$
|
124,017
|
|
|
$
|
138,112
|
|
|
$
|
197,934
|
|
|
$
|
14,193,304
|
|
|
$
|
14,391,238
|
|
|
December 31, 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 residential
|
1,366
|
|
|
494
|
|
|
—
|
|
|
11,213
|
|
|
11,213
|
|
|
13,073
|
|
|
166,230
|
|
|
179,303
|
|
||||||||
Construction - commercial
|
50
|
|
|
176
|
|
|
—
|
|
|
638
|
|
|
638
|
|
|
864
|
|
|
559,127
|
|
|
559,991
|
|
||||||||
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, other and overdrafts
|
483
|
|
|
276
|
|
|
81
|
|
|
1,425
|
|
|
1,506
|
|
|
2,265
|
|
|
155,870
|
|
|
158,135
|
|
||||||||
Total
|
$
|
40,194
|
|
|
$
|
11,733
|
|
|
$
|
15,291
|
|
|
$
|
129,523
|
|
|
$
|
144,814
|
|
|
$
|
196,741
|
|
|
$
|
13,641,861
|
|
|
$
|
13,838,602
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Real-estate - residential mortgage
|
$
|
26,854
|
|
|
$
|
28,511
|
|
Real-estate - commercial mortgage
|
16,085
|
|
|
17,563
|
|
||
Real estate - home equity
|
7,668
|
|
|
4,556
|
|
||
Commercial - secured
|
7,422
|
|
|
5,833
|
|
||
Construction - commercial residential
|
843
|
|
|
3,942
|
|
||
Commercial - unsecured
|
66
|
|
|
120
|
|
||
Consumer - indirect
|
20
|
|
|
14
|
|
||
Consumer - direct
|
19
|
|
|
19
|
|
||
Total accruing TDRs
|
58,977
|
|
|
60,558
|
|
||
Non-accrual TDRs
(1)
|
27,904
|
|
|
31,035
|
|
||
Total TDRs
|
$
|
86,881
|
|
|
$
|
91,593
|
|
(1)
|
Included in non-accrual loans in the preceding table detailing non-performing assets.
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||||||||||
Number of Loans
|
|
Post-Modification Recorded Investment
|
|
Number of Loans
|
|
Post-Modification Recorded Investment
|
|
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
|
|
|
$
|
1,374
|
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
1,374
|
|
|
Extend maturity without rate concession
|
4
|
|
|
1,826
|
|
|
1
|
|
|
6
|
|
|
10
|
|
|
3,801
|
|
|
12
|
|
|
7,830
|
|
||||
Commercial – unsecured:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Extend maturity without rate concession
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
103
|
|
|
1
|
|
|
42
|
|
||||
Real estate - commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Extend maturity with rate concession
|
—
|
|
|
—
|
|
|
2
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
188
|
|
||||
|
Extend maturity without rate concession
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
2,626
|
|
||||
Real estate - home equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Extend maturity without rate concession
|
24
|
|
|
1,063
|
|
|
5
|
|
|
341
|
|
|
63
|
|
|
3,058
|
|
|
5
|
|
|
341
|
|
||||
|
Bankruptcy
|
11
|
|
|
563
|
|
|
9
|
|
|
221
|
|
|
33
|
|
|
2,279
|
|
|
34
|
|
|
1,452
|
|
||||
Real estate – residential mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Extend maturity with rate concession
|
—
|
|
|
—
|
|
|
1
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
276
|
|
||||
|
Extend maturity without rate concession
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
315
|
|
|
2
|
|
|
225
|
|
||||
|
Bankruptcy
|
2
|
|
|
350
|
|
|
1
|
|
|
58
|
|
|
3
|
|
|
723
|
|
|
6
|
|
|
795
|
|
||||
Construction - commercial residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Extend maturity without rate concession
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
889
|
|
||||
Consumer - direct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Consumer - indirect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Bankruptcy
|
1
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
21
|
|
|
1
|
|
|
13
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
42
|
|
|
$
|
3,823
|
|
|
21
|
|
|
$
|
2,359
|
|
|
115
|
|
|
$
|
10,302
|
|
|
72
|
|
|
$
|
16,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
||||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||||
|
(dollars in thousands)
|
||||||||||||
Commercial - secured
|
6
|
|
|
$
|
2,593
|
|
|
6
|
|
|
$
|
3,855
|
|
Commercial - unsecured
|
1
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||
Real estate - commercial mortgage
|
2
|
|
|
129
|
|
|
2
|
|
|
233
|
|
||
Real estate - home equity
|
29
|
|
|
1,902
|
|
|
9
|
|
|
459
|
|
||
Real estate - residential mortgage
|
7
|
|
|
1,395
|
|
|
4
|
|
|
500
|
|
||
Total
|
45
|
|
|
$
|
6,045
|
|
|
21
|
|
|
$
|
5,047
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Amortized cost:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
39,874
|
|
|
$
|
41,598
|
|
|
$
|
40,944
|
|
|
$
|
42,148
|
|
Originations of mortgage servicing rights
|
1,499
|
|
|
1,463
|
|
|
3,927
|
|
|
4,976
|
|
||||
Amortization
|
(2,064
|
)
|
|
(1,829
|
)
|
|
(5,562
|
)
|
|
(5,892
|
)
|
||||
Balance at end of period
|
$
|
39,309
|
|
|
$
|
41,232
|
|
|
$
|
39,309
|
|
|
$
|
41,232
|
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(1,721
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
(1,280
|
)
|
|
—
|
|
|
(3,001
|
)
|
|
—
|
|
||||
Balance at end of period
|
$
|
(3,001
|
)
|
|
$
|
—
|
|
|
$
|
(3,001
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Net MSRs at end of period
|
$
|
36,308
|
|
|
$
|
41,232
|
|
|
$
|
36,308
|
|
|
$
|
41,232
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Stock-based compensation expense
|
$
|
1,552
|
|
|
$
|
1,533
|
|
|
$
|
4,808
|
|
|
$
|
4,371
|
|
Tax benefit
|
(536
|
)
|
|
(489
|
)
|
|
(1,611
|
)
|
|
(1,403
|
)
|
||||
Stock-based compensation expense, net of tax
|
$
|
1,016
|
|
|
$
|
1,044
|
|
|
$
|
3,197
|
|
|
$
|
2,968
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Service cost
(1)
|
$
|
172
|
|
|
$
|
145
|
|
|
$
|
516
|
|
|
$
|
435
|
|
Interest cost
|
880
|
|
|
851
|
|
|
2,640
|
|
|
2,553
|
|
||||
Expected return on plan assets
|
(580
|
)
|
|
(752
|
)
|
|
(1,739
|
)
|
|
(2,256
|
)
|
||||
Net amortization and deferral
|
605
|
|
|
782
|
|
|
1,815
|
|
|
2,346
|
|
||||
Net periodic benefit cost
|
$
|
1,077
|
|
|
$
|
1,026
|
|
|
$
|
3,232
|
|
|
$
|
3,078
|
|
(1)
|
Service cost was related to administrative costs associated with the plan and was not due to the accrual of additional participant benefits.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Interest cost
|
21
|
|
|
52
|
|
|
64
|
|
|
156
|
|
||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Net accretion and deferral
|
(138
|
)
|
|
(65
|
)
|
|
(413
|
)
|
|
(195
|
)
|
||||
Net periodic benefit
|
$
|
(117
|
)
|
|
$
|
(13
|
)
|
|
$
|
(350
|
)
|
|
$
|
(39
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
Interest Rate Locks with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
$
|
188,543
|
|
|
$
|
3,199
|
|
|
$
|
87,781
|
|
|
$
|
1,291
|
|
Negative fair values
|
611
|
|
|
(2
|
)
|
|
267
|
|
|
(16
|
)
|
||||
Net interest rate locks with customers
|
|
|
3,197
|
|
|
|
|
1,275
|
|
||||||
Forward Commitments
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
22,037
|
|
|
5
|
|
|
69,045
|
|
|
205
|
|
||||
Negative fair values
|
137,181
|
|
|
(866
|
)
|
|
16,193
|
|
|
(24
|
)
|
||||
Net forward commitments
|
|
|
(861
|
)
|
|
|
|
181
|
|
||||||
Interest Rate Swaps with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
1,307,072
|
|
|
80,930
|
|
|
846,490
|
|
|
32,915
|
|
||||
Negative fair values
|
8,000
|
|
|
(18
|
)
|
|
8,757
|
|
|
(55
|
)
|
||||
Net interest rate swaps with customers
|
|
|
80,912
|
|
|
|
|
32,860
|
|
||||||
Interest Rate Swaps with Dealer Counterparties
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
8,000
|
|
|
18
|
|
|
8,757
|
|
|
55
|
|
||||
Negative fair values
|
1,307,072
|
|
|
(80,930
|
)
|
|
846,490
|
|
|
(32,915
|
)
|
||||
Net interest rate swaps with dealer counterparties
|
|
|
(80,912
|
)
|
|
|
|
(32,860
|
)
|
||||||
Foreign Exchange Contracts with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
10,904
|
|
|
464
|
|
|
4,897
|
|
|
114
|
|
||||
Negative fair values
|
1,763
|
|
|
(32
|
)
|
|
8,050
|
|
|
(184
|
)
|
||||
Net foreign exchange contracts with customers
|
|
|
432
|
|
|
|
|
(70
|
)
|
||||||
Foreign Exchange Contracts with Correspondent Banks
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
5,619
|
|
|
59
|
|
|
9,728
|
|
|
428
|
|
||||
Negative fair values
|
7,376
|
|
|
(391
|
)
|
|
6,899
|
|
|
(147
|
)
|
||||
Net foreign exchange contracts with correspondent banks
|
|
|
(332
|
)
|
|
|
|
281
|
|
||||||
Net derivative fair value asset
|
|
|
$
|
2,436
|
|
|
|
|
$
|
1,667
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Interest rate locks with customers
|
$
|
178
|
|
|
$
|
1,041
|
|
|
$
|
1,922
|
|
|
$
|
876
|
|
Forward commitments
|
970
|
|
|
(3,183
|
)
|
|
(1,042
|
)
|
|
(338
|
)
|
||||
Interest rate swaps with customers
|
(1,948
|
)
|
|
18,266
|
|
|
48,052
|
|
|
17,831
|
|
||||
Interest rate swaps with dealer counterparties
|
1,948
|
|
|
(18,266
|
)
|
|
(48,052
|
)
|
|
(17,831
|
)
|
||||
Foreign exchange contracts with customers
|
47
|
|
|
(197
|
)
|
|
502
|
|
|
(378
|
)
|
||||
Foreign exchange contracts with correspondent banks
|
(266
|
)
|
|
323
|
|
|
(613
|
)
|
|
710
|
|
||||
Net fair value gains (losses) on derivative financial instruments
|
$
|
929
|
|
|
$
|
(2,016
|
)
|
|
$
|
769
|
|
|
$
|
870
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Cost
|
$
|
27,030
|
|
|
$
|
16,584
|
|
Fair value
|
27,836
|
|
|
16,886
|
|
|
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)
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative assets
|
$
|
80,948
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
80,930
|
|
Foreign exchange derivative assets with correspondent banks
|
59
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
81,007
|
|
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
$
|
80,930
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative liabilities
|
$
|
80,948
|
|
|
$
|
(18
|
)
|
|
$
|
(80,930
|
)
|
|
$
|
—
|
|
Foreign exchange derivative liabilities with correspondent banks
|
391
|
|
|
(59
|
)
|
|
(260
|
)
|
|
72
|
|
||||
Total
|
$
|
81,339
|
|
|
$
|
(77
|
)
|
|
$
|
(81,190
|
)
|
|
$
|
72
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 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 derivative 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
|
|
(1)
|
For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.
|
(2)
|
Amounts represent collateral received from the counterparty or posted by the Corporation.
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Commitments to extend credit
|
$
|
6,073,712
|
|
|
$
|
5,784,138
|
|
Standby letters of credit
|
365,562
|
|
|
374,729
|
|
||
Commercial letters of credit
|
35,532
|
|
|
39,529
|
|
•
|
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.
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
27,836
|
|
|
$
|
—
|
|
|
$
|
27,836
|
|
Available for sale investment securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
22,483
|
|
|
—
|
|
|
—
|
|
|
22,483
|
|
||||
U.S. Government sponsored agency securities
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||
State and municipal securities
|
—
|
|
|
401,572
|
|
|
—
|
|
|
401,572
|
|
||||
Corporate debt securities
|
—
|
|
|
104,100
|
|
|
3,141
|
|
|
107,241
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
652,359
|
|
|
—
|
|
|
652,359
|
|
||||
Mortgage-backed securities
|
—
|
|
|
1,226,547
|
|
|
—
|
|
|
1,226,547
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
97,726
|
|
|
97,726
|
|
||||
Total available for sale investment securities
|
22,483
|
|
|
2,384,718
|
|
|
100,867
|
|
|
2,508,068
|
|
||||
Other assets
|
16,903
|
|
|
84,152
|
|
|
—
|
|
|
101,055
|
|
||||
Total assets
|
$
|
39,386
|
|
|
$
|
2,496,706
|
|
|
$
|
100,867
|
|
|
$
|
2,636,959
|
|
Other liabilities
|
$
|
16,800
|
|
|
$
|
81,815
|
|
|
$
|
—
|
|
|
$
|
98,615
|
|
|
December 31, 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
|
|
•
|
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
September 30, 2016
and
December 31, 2015
were measured based on the price
|
•
|
Available for sale investment securities
– Included in 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, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.
|
•
|
Equity securities
– Equity securities consist of common stocks of financial institutions (
$21.6 million
at
September 30, 2016
and
$20.6 million
at
December 31, 2015
) and other equity investments (
$901,000
at
September 30, 2016
and
$914,000
at
December 31, 2015
). 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 (
$44.7 million
at
September 30, 2016
and
$40.8 million
at
December 31, 2015
), senior debt (
$18.6 million
at
September 30, 2016
and
$12.3 million
at December 31, 2015), single-issuer trust preferred securities issued by financial institutions (
$39.3 million
at
September 30, 2016
and
$39.1 million
at
December 31, 2015
), pooled trust preferred securities issued by financial institutions (
$706,000
at both
September 30, 2016
and
December 31, 2015
) and other corporate debt issued by non-financial institutions (
$4.0 million
at both
September 30, 2016
and
December 31, 2015
).
|
•
|
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 in 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 fair 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.
|
•
|
Level 1 assets include mutual funds that are held in trust for employee deferred compensation plans (
$16.4 million
at
September 30, 2016
and
$15.6 million
at
December 31, 2015
) and the fair value of foreign currency exchange contracts (
$527,000
at
September 30, 2016
and
$547,000
at
December 31, 2015
). 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 include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors (
$3.2 million
at
September 30, 2016
and
$1.5 million
at
December 31, 2015
) and the fair value of interest rate swaps (
$80.9 million
at
September 30, 2016
and
$33.0 million
at
December 31, 2015
). The fair values of the Corporation’s 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 9, "Derivative Financial Instruments," for additional information.
|
•
|
Level 1 liabilities include employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans (
$16.4 million
at
September 30, 2016
and
$15.6 million
at
December 31, 2015
) and the fair value of foreign currency exchange contracts (
$424,000
at
September 30, 2016
and
$331,000
at
December 31, 2015
). The fair value of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.
|
•
|
Level 2 liabilities include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors (
$868,000
at
September 30, 2016
and
$40,000
at
December 31, 2015
) and the fair value of interest rate swaps (
$80.9 million
at
September 30, 2016
and
$33.0 million
at
December 31, 2015
). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.
|
|
Three months ended September 30, 2016
|
||||||||||
|
Pooled Trust
Preferred Securities |
|
Single-issuer
Trust Preferred Securities |
|
ARCs
|
||||||
|
(in thousands)
|
||||||||||
Balance at June 30, 2016
|
$
|
706
|
|
|
$
|
2,425
|
|
|
$
|
97,886
|
|
Unrealized adjustment to fair value
(1)
|
—
|
|
|
7
|
|
|
(318
|
)
|
|||
Discount accretion
(2)
|
—
|
|
|
3
|
|
|
158
|
|
|||
Balance at September 30, 2016
|
$
|
706
|
|
|
$
|
2,435
|
|
|
$
|
97,726
|
|
|
|
|
|
|
|
||||||
|
Three months ended September 30, 2015
|
||||||||||
Balance at June 30, 2015
|
$
|
530
|
|
|
$
|
3,820
|
|
|
$
|
98,606
|
|
Unrealized adjustment to fair value
(1)
|
—
|
|
|
(203
|
)
|
|
(890
|
)
|
|||
Settlements - calls
|
—
|
|
|
(970
|
)
|
|
—
|
|
|||
Discount accretion
(2)
|
—
|
|
|
3
|
|
|
157
|
|
|||
Balance at September 30, 2015
|
$
|
530
|
|
|
$
|
2,650
|
|
|
$
|
97,873
|
|
|
|
|
|
|
|
||||||
|
Nine months ended September 30, 2016
|
||||||||||
|
Pooled Trust
Preferred Securities |
|
Single-issuer
Trust Preferred Securities |
|
ARCs
|
||||||
|
(in thousands)
|
||||||||||
Balance at December 31, 2015
|
$
|
706
|
|
|
$
|
2,630
|
|
|
$
|
98,059
|
|
Unrealized adjustment to fair value
(1)
|
—
|
|
|
(204
|
)
|
|
(668
|
)
|
|||
Discount accretion
(2)
|
—
|
|
|
9
|
|
|
335
|
|
|||
Balance at September 30, 2016
|
$
|
706
|
|
|
$
|
2,435
|
|
|
$
|
97,726
|
|
|
|
|
|
|
|
||||||
|
Nine months ended September 30, 2015
|
||||||||||
Balance at December 31, 2014
|
$
|
4,088
|
|
|
$
|
3,820
|
|
|
$
|
100,941
|
|
Sales
|
(3,633
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized adjustment to fair value
(1)
|
190
|
|
|
(207
|
)
|
|
(978
|
)
|
|||
Settlements - calls
|
(117
|
)
|
|
(970
|
)
|
|
(2,446
|
)
|
|||
Discount accretion
(2)
|
2
|
|
|
7
|
|
|
356
|
|
|||
Balance at September 30, 2015
|
$
|
530
|
|
|
$
|
2,650
|
|
|
$
|
97,873
|
|
|
|
|
|
|
|
(1)
|
Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.
|
(2)
|
Included as a component of net interest income on the consolidated statements of income.
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,732
|
|
|
$
|
140,732
|
|
Other financial assets
|
—
|
|
|
—
|
|
|
48,288
|
|
|
48,288
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,020
|
|
|
$
|
189,020
|
|
|
December 31, 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
|
|
•
|
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 5, "Loans and Allowance for Credit Losses," for additional details.
|
•
|
Other financial assets
– This category includes OREO (
$12.0 million
at
September 30, 2016
and
$11.1 million
at
December 31, 2015
) and MSRs (
$36.3 million
at
September 30, 2016
and
$40.9 million
at
December 31, 2015
), both classified as Level 3 assets.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Book Value
|
|
Estimated
Fair Value |
|
Book Value
|
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
FINANCIAL ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
$
|
86,497
|
|
|
$
|
86,497
|
|
|
$
|
101,120
|
|
|
$
|
101,120
|
|
Interest-bearing deposits with other banks
|
368,031
|
|
|
368,031
|
|
|
230,300
|
|
|
230,300
|
|
||||
Federal Reserve Bank and Federal Home Loan Bank stock
|
60,935
|
|
|
60,935
|
|
|
62,216
|
|
|
62,216
|
|
||||
Loans held for sale
(1)
|
27,836
|
|
|
27,836
|
|
|
16,886
|
|
|
16,886
|
|
||||
Available for sale investment securities
(1)
|
2,508,068
|
|
|
2,508,068
|
|
|
2,484,773
|
|
|
2,484,773
|
|
||||
Net Loans
(1)
|
14,228,712
|
|
|
14,155,453
|
|
|
13,669,548
|
|
|
13,540,903
|
|
||||
Accrued interest receivable
|
43,600
|
|
|
43,600
|
|
|
42,767
|
|
|
42,767
|
|
||||
Other financial assets
(1)
|
227,310
|
|
|
227,310
|
|
|
166,920
|
|
|
166,920
|
|
||||
FINANCIAL LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Demand and savings deposits
|
$
|
12,148,162
|
|
|
$
|
12,148,162
|
|
|
$
|
11,267,367
|
|
|
$
|
11,267,367
|
|
Time deposits
|
2,804,317
|
|
|
2,824,653
|
|
|
2,864,950
|
|
|
2,862,868
|
|
||||
Short-term borrowings
|
264,042
|
|
|
264,042
|
|
|
497,663
|
|
|
497,663
|
|
||||
Accrued interest payable
|
13,645
|
|
|
13,645
|
|
|
10,724
|
|
|
10,724
|
|
||||
Other financial liabilities
(1)
|
263,489
|
|
|
263,489
|
|
|
190,927
|
|
|
190,927
|
|
||||
Federal Home Loan Bank advances and long-term debt
|
965,286
|
|
|
986,323
|
|
|
949,542
|
|
|
959,315
|
|
(1)
|
These financial instruments, or certain financial instruments in 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
|
•
|
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 and investigations, 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;
|
•
|
the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets; and
|
•
|
the effects of changes in accounting policies, standards, and interpretations on the Corporation’s financial condition and results of operations.
|
|
As of or for the
Three months ended September 30 |
|
As of or for the
Nine months ended September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (in thousands)
|
$
|
41,468
|
|
|
$
|
34,251
|
|
|
$
|
119,475
|
|
|
$
|
110,967
|
|
Diluted net income per share
|
$
|
0.24
|
|
|
$
|
0.20
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
Return on average assets
|
0.89
|
%
|
|
0.78
|
%
|
|
0.87
|
%
|
|
0.86
|
%
|
||||
Return on average equity
|
7.78
|
%
|
|
6.72
|
%
|
|
7.64
|
%
|
|
7.33
|
%
|
||||
Return on average tangible equity
(1)
|
10.38
|
%
|
|
9.11
|
%
|
|
10.24
|
%
|
|
9.96
|
%
|
||||
Net interest margin
(2)
|
3.14
|
%
|
|
3.18
|
%
|
|
3.19
|
%
|
|
3.22
|
%
|
||||
Efficiency ratio
(1)
|
65.16
|
%
|
|
68.82
|
%
|
|
67.01
|
%
|
|
69.30
|
%
|
||||
Non-performing assets to total assets
|
0.80
|
%
|
|
0.87
|
%
|
|
0.80
|
%
|
|
0.87
|
%
|
||||
Annualized net charge-offs to average loans
|
0.11
|
%
|
|
0.03
|
%
|
|
0.14
|
%
|
|
0.16
|
%
|
(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 comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" at the end of this "Overview and Outlook" section.
|
(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.
|
•
|
annual mid- to high- single digit growth rate in average loans and deposits;
|
•
|
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, for comparison purposes, the impact of the loss on redemption of Trust Preferred Securities (TruPS) incurred in the third quarter of 2015); and
|
•
|
focus on utilizing capital to support growth and provide appropriate returns to shareholders.
|
•
|
absent further market interest rate increases, low-single digit quarterly compression in net interest margin.
|
|
As of or for the
Three months ended September 30 |
|
As of or for the
Nine months ended September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Return on average tangible equity
|
|||||||||||||||
Net income
|
$
|
41,468
|
|
|
$
|
34,251
|
|
|
$
|
119,475
|
|
|
$
|
110,967
|
|
Plus: Intangible amortization, net of tax
|
—
|
|
|
3
|
|
|
—
|
|
|
153
|
|
||||
Numerator
|
$
|
41,468
|
|
|
$
|
34,254
|
|
|
$
|
119,475
|
|
|
$
|
111,120
|
|
|
|
|
|
|
|
|
|
||||||||
Average common shareholders' equity
|
$
|
2,120,596
|
|
|
$
|
2,022,829
|
|
|
$
|
2,089,882
|
|
|
$
|
2,023,552
|
|
Less: Average goodwill and intangible assets
|
(531,556
|
)
|
|
(531,564
|
)
|
|
(531,556
|
)
|
|
(531,638
|
)
|
||||
Average tangible shareholders' equity (denominator)
|
$
|
1,589,040
|
|
|
$
|
1,491,265
|
|
|
$
|
1,558,326
|
|
|
$
|
1,491,914
|
|
|
|
|
|
|
|
|
|
||||||||
Return on average tangible equity, annualized
|
10.38
|
%
|
|
9.11
|
%
|
|
10.24
|
%
|
|
9.96
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Efficiency ratio
|
|
|
|
|
|
|
|
||||||||
Non-interest expense
|
$
|
119,848
|
|
|
$
|
124,889
|
|
|
$
|
361,898
|
|
|
$
|
361,721
|
|
Less: Intangible amortization
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(241
|
)
|
||||
Less: Loss on redemption of trust preferred securities
|
—
|
|
|
(5,626
|
)
|
|
—
|
|
|
(5,626
|
)
|
||||
Numerator
|
$
|
119,848
|
|
|
$
|
119,258
|
|
|
$
|
361,898
|
|
|
$
|
355,854
|
|
|
|
|
|
|
|
|
|
||||||||
Net interest income (fully taxable equivalent)
(1)
|
$
|
135,784
|
|
|
$
|
130,250
|
|
|
$
|
403,700
|
|
|
$
|
385,781
|
|
Plus: Total Non-interest income
|
48,149
|
|
|
44,774
|
|
|
137,423
|
|
|
136,000
|
|
||||
Less: Investment securities gains, net
|
(2
|
)
|
|
(1,730
|
)
|
|
(1,025
|
)
|
|
(8,290
|
)
|
||||
Denominator
|
$
|
183,931
|
|
|
$
|
173,294
|
|
|
$
|
540,098
|
|
|
$
|
513,491
|
|
|
|
|
|
|
|
|
|
||||||||
Efficiency ratio
|
65.16
|
%
|
|
68.82
|
%
|
|
67.01
|
%
|
|
69.30
|
%
|
(1)
|
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.
|
|
Three months ended September 30
|
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Average
Balance
|
|
Interest (1)
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest (1)
|
|
Yield/
Rate
|
||||||||||
ASSETS
|
(dollars in thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
(2)
|
$
|
14,212,250
|
|
|
$
|
140,434
|
|
|
3.93
|
%
|
|
$
|
13,369,874
|
|
|
$
|
135,268
|
|
|
4.02
|
%
|
Taxable investment securities
(3)
|
2,110,084
|
|
|
10,872
|
|
|
2.06
|
|
|
2,148,403
|
|
|
11,252
|
|
|
2.09
|
|
||||
Tax-exempt investment securities
(3)
|
344,231
|
|
|
3,923
|
|
|
4.56
|
|
|
230,178
|
|
|
2,929
|
|
|
5.09
|
|
||||
Equity securities
(3)
|
14,209
|
|
|
196
|
|
|
5.50
|
|
|
18,280
|
|
|
257
|
|
|
5.58
|
|
||||
Total investment securities
|
2,468,524
|
|
|
14,991
|
|
|
2.43
|
|
|
2,396,861
|
|
|
14,438
|
|
|
2.41
|
|
||||
Loans held for sale
|
22,593
|
|
|
210
|
|
|
3.72
|
|
|
20,704
|
|
|
194
|
|
|
3.74
|
|
||||
Other interest-earning assets
|
501,666
|
|
|
1,051
|
|
|
0.84
|
|
|
477,145
|
|
|
884
|
|
|
0.74
|
|
||||
Total interest-earning assets
|
17,205,033
|
|
|
156,686
|
|
|
3.63
|
%
|
|
16,264,584
|
|
|
150,784
|
|
|
3.68
|
%
|
||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
101,927
|
|
|
|
|
|
|
104,622
|
|
|
|
|
|
||||||||
Premises and equipment
|
227,906
|
|
|
|
|
|
|
226,446
|
|
|
|
|
|
||||||||
Other assets
|
1,219,844
|
|
|
|
|
|
|
1,097,600
|
|
|
|
|
|
||||||||
Less: Allowance for loan losses
|
(163,074
|
)
|
|
|
|
|
|
(168,770
|
)
|
|
|
|
|
||||||||
Total Assets
|
$
|
18,591,636
|
|
|
|
|
|
|
$
|
17,524,482
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
$
|
3,602,448
|
|
|
$
|
1,706
|
|
|
0.19
|
%
|
|
$
|
3,316,532
|
|
|
$
|
1,122
|
|
|
0.13
|
%
|
Savings deposits
|
4,078,942
|
|
|
2,042
|
|
|
0.20
|
|
|
3,714,282
|
|
|
1,436
|
|
|
0.15
|
|
||||
Time deposits
|
2,814,258
|
|
|
7,562
|
|
|
1.07
|
|
|
2,963,774
|
|
|
7,659
|
|
|
1.03
|
|
||||
Total interest-bearing deposits
|
10,495,648
|
|
|
11,310
|
|
|
0.43
|
|
|
9,994,588
|
|
|
10,217
|
|
|
0.41
|
|
||||
Short-term borrowings
|
426,369
|
|
|
254
|
|
|
0.23
|
|
|
324,685
|
|
|
92
|
|
|
0.11
|
|
||||
Federal Home Loan Bank advances and long-term debt
|
965,228
|
|
|
9,338
|
|
|
3.86
|
|
|
996,247
|
|
|
10,225
|
|
|
4.09
|
|
||||
Total interest-bearing liabilities
|
11,887,245
|
|
|
20,902
|
|
|
0.70
|
%
|
|
11,315,520
|
|
|
20,534
|
|
|
0.72
|
%
|
||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
4,227,639
|
|
|
|
|
|
|
3,904,176
|
|
|
|
|
|
||||||||
Other
|
356,156
|
|
|
|
|
|
|
281,957
|
|
|
|
|
|
||||||||
Total Liabilities
|
16,471,040
|
|
|
|
|
|
|
15,501,653
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
2,120,596
|
|
|
|
|
|
|
2,022,829
|
|
|
|
|
|
||||||||
Total Liabilities and Shareholders’ Equity
|
$
|
18,591,636
|
|
|
|
|
|
|
$
|
17,524,482
|
|
|
|
|
|
||||||
Net interest income/net interest margin (FTE)
|
|
|
135,784
|
|
|
3.14
|
%
|
|
|
|
130,250
|
|
|
3.18
|
%
|
||||||
Tax equivalent adjustment
|
|
|
(5,219
|
)
|
|
|
|
|
|
(4,556
|
)
|
|
|
||||||||
Net interest income
|
|
|
$
|
130,565
|
|
|
|
|
|
|
$
|
125,694
|
|
|
|
(1)
|
Includes dividends earned on equity securities.
|
(2)
|
Includes non-performing loans.
|
(3)
|
Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.
|
|
2016 vs. 2015
Increase (Decrease) due
to change in
|
||||||||||
|
Volume
|
|
Rate
|
|
Net
|
||||||
|
(in thousands)
|
||||||||||
Interest income on:
|
|
|
|
|
|
||||||
Loans, net of unearned income
|
$
|
8,275
|
|
|
$
|
(3,109
|
)
|
|
$
|
5,166
|
|
Taxable investment securities
|
(210
|
)
|
|
(170
|
)
|
|
(380
|
)
|
|||
Tax-exempt investment securities
|
1,328
|
|
|
(334
|
)
|
|
994
|
|
|||
Equity securities
|
(57
|
)
|
|
(4
|
)
|
|
(61
|
)
|
|||
Loans held for sale
|
17
|
|
|
(1
|
)
|
|
16
|
|
|||
Other interest-earning assets
|
46
|
|
|
121
|
|
|
167
|
|
|||
Total interest income
|
$
|
9,399
|
|
|
$
|
(3,497
|
)
|
|
$
|
5,902
|
|
Interest expense on:
|
|
|
|
|
|
||||||
Demand deposits
|
$
|
92
|
|
|
$
|
492
|
|
|
$
|
584
|
|
Savings deposits
|
137
|
|
|
469
|
|
|
606
|
|
|||
Time deposits
|
(392
|
)
|
|
295
|
|
|
(97
|
)
|
|||
Short-term borrowings
|
36
|
|
|
126
|
|
|
162
|
|
|||
Federal Home Loan Bank advances and long-term debt
|
(316
|
)
|
|
(571
|
)
|
|
(887
|
)
|
|||
Total interest expense
|
$
|
(443
|
)
|
|
$
|
811
|
|
|
$
|
368
|
|
|
Three months ended September 30
|
|
Increase (Decrease) in
|
|||||||||||||||||
|
2016
|
|
2015
|
|
Balance
|
|||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate – commercial mortgage
|
$
|
5,670,888
|
|
|
3.99
|
%
|
|
$
|
5,242,021
|
|
|
4.09
|
%
|
|
$
|
428,867
|
|
|
8.2
|
%
|
Commercial – industrial, financial and agricultural
|
4,066,275
|
|
|
3.76
|
|
|
3,887,161
|
|
|
3.78
|
|
|
179,114
|
|
|
4.6
|
|
|||
Real estate – home equity
|
1,640,913
|
|
|
4.08
|
|
|
1,692,860
|
|
|
4.08
|
|
|
(51,947
|
)
|
|
(3.1
|
)
|
|||
Real estate – residential mortgage
|
1,503,209
|
|
|
3.76
|
|
|
1,381,141
|
|
|
3.78
|
|
|
122,068
|
|
|
8.8
|
|
|||
Real estate – construction
|
837,920
|
|
|
3.76
|
|
|
753,584
|
|
|
3.88
|
|
|
84,336
|
|
|
11.2
|
|
|||
Consumer
|
281,517
|
|
|
5.31
|
|
|
270,391
|
|
|
5.81
|
|
|
11,126
|
|
|
4.1
|
|
|||
Leasing, other and overdrafts
|
211,528
|
|
|
4.74
|
|
|
142,716
|
|
|
6.79
|
|
|
68,812
|
|
|
48.2
|
|
|||
Total
|
$
|
14,212,250
|
|
|
3.93
|
%
|
|
$
|
13,369,874
|
|
|
4.02
|
%
|
|
$
|
842,376
|
|
|
6.3
|
%
|
|
Three months ended September 30
|
|
Increase (Decrease) in Balance
|
|||||||||||||||||
|
2016
|
|
2015
|
|
||||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Noninterest-bearing demand
|
$
|
4,227,639
|
|
|
—
|
%
|
|
$
|
3,904,176
|
|
|
—
|
%
|
|
$
|
323,463
|
|
|
8.3
|
%
|
Interest-bearing demand
|
3,602,448
|
|
|
0.19
|
|
|
3,316,532
|
|
|
0.13
|
|
|
285,916
|
|
|
8.6
|
|
|||
Savings
|
4,078,942
|
|
|
0.20
|
|
|
3,714,282
|
|
|
0.15
|
|
|
364,660
|
|
|
9.8
|
|
|||
Total demand and savings
|
11,909,029
|
|
|
0.13
|
|
|
10,934,990
|
|
|
0.09
|
|
|
974,039
|
|
|
8.9
|
|
|||
Time deposits
|
2,814,258
|
|
|
1.07
|
|
|
2,963,774
|
|
|
1.03
|
|
|
(149,516
|
)
|
|
(5.0
|
)
|
|||
Total deposits
|
$
|
14,723,287
|
|
|
0.31
|
%
|
|
$
|
13,898,764
|
|
|
0.29
|
%
|
|
$
|
824,523
|
|
|
5.9
|
%
|
|
Three months ended September 30
|
|
Increase (Decrease)
|
|||||||||||||||||
|
2016
|
|
2015
|
|
in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customer repurchase agreements
|
$
|
187,588
|
|
|
0.10
|
%
|
|
$
|
149,415
|
|
|
0.10
|
%
|
|
$
|
38,173
|
|
|
25.5
|
%
|
Customer short-term promissory notes
|
70,072
|
|
|
0.04
|
|
|
79,308
|
|
|
0.02
|
|
|
(9,236
|
)
|
|
(11.6
|
)
|
|||
Total short-term customer funding
|
257,660
|
|
|
0.09
|
|
|
228,723
|
|
|
0.07
|
|
|
28,937
|
|
|
12.7
|
|
|||
Federal funds purchased
|
148,546
|
|
|
0.47
|
|
|
85,092
|
|
|
0.19
|
|
|
63,454
|
|
|
74.6
|
|
|||
Short-term FHLB advances
(1)
|
20,163
|
|
|
0.41
|
|
|
10,870
|
|
|
0.34
|
|
|
9,293
|
|
|
85.5
|
|
|||
Total short-term borrowings
|
426,369
|
|
|
0.23
|
|
|
324,685
|
|
|
0.11
|
|
|
101,684
|
|
|
31.3
|
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB advances
|
603,285
|
|
|
3.17
|
|
|
618,010
|
|
|
3.49
|
|
|
(14,725
|
)
|
|
(2.4
|
)
|
|||
Other long-term debt
|
361,943
|
|
|
5.01
|
|
|
378,237
|
|
|
5.06
|
|
|
(16,294
|
)
|
|
(4.3
|
)
|
|||
Total long-term debt
|
965,228
|
|
|
3.86
|
|
|
996,247
|
|
|
4.09
|
|
|
(31,019
|
)
|
|
(3.1
|
)
|
|||
Total borrowings
|
$
|
1,391,597
|
|
|
2.75
|
%
|
|
$
|
1,320,932
|
|
|
3.11
|
%
|
|
$
|
70,665
|
|
|
5.3
|
%
|
|
Three months ended September 30
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Service charges on deposit accounts:
|
|
|
|
|
|
|
|
|||||||
Overdraft fees
|
$
|
5,770
|
|
|
$
|
5,652
|
|
|
$
|
118
|
|
|
2.1
|
%
|
Cash management fees
|
3,605
|
|
|
3,418
|
|
|
187
|
|
|
5.5
|
|
|||
Other
|
3,703
|
|
|
3,912
|
|
|
(209
|
)
|
|
(5.3
|
)
|
|||
Total service charges on deposit accounts
|
13,078
|
|
|
12,982
|
|
|
96
|
|
|
0.7
|
|
|||
Investment management and trust services
|
11,425
|
|
|
11,237
|
|
|
188
|
|
|
1.7
|
|
|||
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Commercial interest rate swap fees
|
4,359
|
|
|
1,251
|
|
|
3,108
|
|
|
248.4
|
|
|||
Merchant fees
|
4,220
|
|
|
4,000
|
|
|
220
|
|
|
5.5
|
|
|||
Debit card income
|
2,718
|
|
|
2,572
|
|
|
146
|
|
|
5.7
|
|
|||
Letter of credit fees
|
1,078
|
|
|
1,143
|
|
|
(65
|
)
|
|
(5.7
|
)
|
|||
Other
|
2,032
|
|
|
1,999
|
|
|
33
|
|
|
1.7
|
|
|||
Total other service charges and fees
|
14,407
|
|
|
10,965
|
|
|
3,442
|
|
|
31.4
|
|
|||
Mortgage banking income:
|
|
|
|
|
|
|
|
|||||||
Gains on sales of mortgage loans
|
4,857
|
|
|
2,627
|
|
|
2,230
|
|
|
84.9
|
|
|||
MSR impairment charge
|
(1,280
|
)
|
|
—
|
|
|
(1,280
|
)
|
|
N/M
|
|
|||
Mortgage servicing income
|
952
|
|
|
1,237
|
|
|
(285
|
)
|
|
(23.0
|
)
|
|||
Total mortgage banking income
|
4,529
|
|
|
3,864
|
|
|
665
|
|
|
17.2
|
|
|||
Credit card income
|
2,668
|
|
|
2,548
|
|
|
120
|
|
|
4.7
|
|
|||
Other income
|
2,040
|
|
|
1,448
|
|
|
592
|
|
|
40.9
|
|
|||
Total, excluding investment securities gains, net
|
48,147
|
|
|
43,044
|
|
|
5,103
|
|
|
11.9
|
|
|||
Investment securities gains, net
|
2
|
|
|
1,730
|
|
|
(1,728
|
)
|
|
(99.9
|
)
|
|||
Total
|
$
|
48,149
|
|
|
$
|
44,774
|
|
|
$
|
3,375
|
|
|
7.5
|
%
|
|
Three months ended September 30
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
70,696
|
|
|
$
|
65,308
|
|
|
$
|
5,388
|
|
|
8.3
|
%
|
Net occupancy expense
|
11,782
|
|
|
10,710
|
|
|
1,072
|
|
|
10.0
|
|
|||
Other outside services
|
5,783
|
|
|
7,373
|
|
|
(1,590
|
)
|
|
(21.6
|
)
|
|||
Data processing
|
4,610
|
|
|
5,105
|
|
|
(495
|
)
|
|
(9.7
|
)
|
|||
Software
|
4,117
|
|
|
3,984
|
|
|
133
|
|
|
3.3
|
|
|||
Equipment expense
|
3,137
|
|
|
3,595
|
|
|
(458
|
)
|
|
(12.7
|
)
|
|||
Supplies and postage
|
2,559
|
|
|
2,708
|
|
|
(149
|
)
|
|
(5.5
|
)
|
|||
Professional fees
|
2,535
|
|
|
2,828
|
|
|
(293
|
)
|
|
(10.4
|
)
|
|||
FDIC insurance expense
|
1,791
|
|
|
2,867
|
|
|
(1,076
|
)
|
|
(37.5
|
)
|
|||
Marketing
|
1,774
|
|
|
2,102
|
|
|
(328
|
)
|
|
(15.6
|
)
|
|||
Telecommunications
|
1,411
|
|
|
1,587
|
|
|
(176
|
)
|
|
(11.1
|
)
|
|||
Other real estate owned and repossession expense
|
742
|
|
|
1,016
|
|
|
(274
|
)
|
|
(27.0
|
)
|
|||
Operating risk loss
|
556
|
|
|
1,136
|
|
|
(580
|
)
|
|
(51.1
|
)
|
|||
Loss on redemption of trust preferred securities
|
—
|
|
|
5,626
|
|
|
(5,626
|
)
|
|
(100.0
|
)
|
|||
Intangible amortization
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
(100.0
|
)
|
|||
Other
|
8,355
|
|
|
8,939
|
|
|
(584
|
)
|
|
(6.5
|
)
|
|||
Total
|
$
|
119,848
|
|
|
$
|
124,889
|
|
|
$
|
(5,041
|
)
|
|
(4.0
|
)%
|
|
Nine months ended September 30
|
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Average
Balance |
|
Interest (1)
|
|
Yield/
Rate |
|
Average
Balance |
|
Interest (1)
|
|
Yield/
Rate |
||||||||||
ASSETS
|
(dollars in thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
(2)
|
$
|
14,011,301
|
|
|
$
|
416,646
|
|
|
3.97
|
%
|
|
$
|
13,220,339
|
|
|
$
|
401,662
|
|
|
4.06
|
%
|
Taxable investment securities
(3)
|
2,139,378
|
|
|
34,034
|
|
|
2.12
|
|
|
2,068,025
|
|
|
33,478
|
|
|
2.16
|
|
||||
Tax-exempt investment securities
(3)
|
306,298
|
|
|
10,631
|
|
|
4.63
|
|
|
225,209
|
|
|
9,035
|
|
|
5.35
|
|
||||
Equity securities
(3)
|
14,272
|
|
|
599
|
|
|
5.60
|
|
|
25,985
|
|
|
1,086
|
|
|
5.59
|
|
||||
Total investment securities
|
2,459,948
|
|
|
45,264
|
|
|
2.45
|
|
|
2,319,219
|
|
|
43,599
|
|
|
2.51
|
|
||||
Loans held for sale
|
18,114
|
|
|
529
|
|
|
3.90
|
|
|
21,360
|
|
|
632
|
|
|
3.94
|
|
||||
Other interest-earning assets
|
406,163
|
|
|
2,813
|
|
|
0.92
|
|
|
463,545
|
|
|
3,922
|
|
|
1.13
|
|
||||
Total interest-earning assets
|
16,895,526
|
|
|
465,252
|
|
|
3.68
|
%
|
|
16,024,463
|
|
|
449,815
|
|
|
3.75
|
%
|
||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
100,417
|
|
|
|
|
|
|
104,870
|
|
|
|
|
|
||||||||
Premises and equipment
|
227,237
|
|
|
|
|
|
|
226,469
|
|
|
|
|
|
||||||||
Other assets
|
1,182,260
|
|
|
|
|
|
|
1,101,856
|
|
|
|
|
|
||||||||
Less: Allowance for loan losses
|
(164,999
|
)
|
|
|
|
|
|
(176,205
|
)
|
|
|
|
|
||||||||
Total Assets
|
$
|
18,240,441
|
|
|
|
|
|
|
$
|
17,281,453
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
$
|
3,498,659
|
|
|
$
|
4,727
|
|
|
0.18
|
%
|
|
$
|
3,202,380
|
|
|
$
|
3,092
|
|
|
0.13
|
%
|
Savings deposits
|
4,000,871
|
|
|
5,732
|
|
|
0.19
|
|
|
3,600,695
|
|
|
3,802
|
|
|
0.14
|
|
||||
Time deposits
|
2,842,011
|
|
|
22,465
|
|
|
1.06
|
|
|
3,017,271
|
|
|
23,199
|
|
|
1.03
|
|
||||
Total interest-bearing deposits
|
10,341,541
|
|
|
32,924
|
|
|
0.43
|
|
|
9,820,346
|
|
|
30,093
|
|
|
0.41
|
|
||||
Short-term borrowings
|
425,151
|
|
|
739
|
|
|
0.23
|
|
|
338,019
|
|
|
272
|
|
|
0.11
|
|
||||
FHLB advances and long-term debt
|
962,997
|
|
|
27,889
|
|
|
3.86
|
|
|
1,048,634
|
|
|
33,669
|
|
|
4.29
|
|
||||
Total interest-bearing liabilities
|
11,729,689
|
|
|
61,552
|
|
|
0.70
|
%
|
|
11,206,999
|
|
|
64,034
|
|
|
0.76
|
%
|
||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
4,091,555
|
|
|
|
|
|
|
3,767,919
|
|
|
|
|
|
||||||||
Other
|
329,315
|
|
|
|
|
|
|
282,983
|
|
|
|
|
|
||||||||
Total Liabilities
|
16,150,559
|
|
|
|
|
|
|
15,257,901
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
2,089,882
|
|
|
|
|
|
|
2,023,552
|
|
|
|
|
|
||||||||
Total Liabilities and Shareholders’ Equity
|
$
|
18,240,441
|
|
|
|
|
|
|
$
|
17,281,453
|
|
|
|
|
|
||||||
Net interest income/net interest margin (FTE)
|
|
|
403,700
|
|
|
3.19
|
%
|
|
|
|
385,781
|
|
|
3.22
|
%
|
||||||
Tax equivalent adjustment
|
|
|
(15,165
|
)
|
|
|
|
|
|
(13,586
|
)
|
|
|
||||||||
Net interest income
|
|
|
$
|
388,535
|
|
|
|
|
|
|
$
|
372,195
|
|
|
|
(1)
|
Includes dividends earned on equity securities.
|
(2)
|
Includes non-performing loans.
|
(3)
|
Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.
|
|
2016 vs. 2015
Increase (Decrease) due to change in |
||||||||||
|
Volume
|
|
Rate
|
|
Net
|
||||||
|
(in thousands)
|
||||||||||
Interest income on:
|
|
|
|
|
|
||||||
Loans, net of unearned income
|
$
|
23,932
|
|
|
$
|
(8,948
|
)
|
|
$
|
14,984
|
|
Taxable investment securities
|
1,168
|
|
|
(612
|
)
|
|
556
|
|
|||
Tax-exempt investment securities
|
2,929
|
|
|
(1,333
|
)
|
|
1,596
|
|
|||
Equity securities
|
(489
|
)
|
|
2
|
|
|
(487
|
)
|
|||
Loans held for sale
|
(97
|
)
|
|
(6
|
)
|
|
(103
|
)
|
|||
Other interest-earning assets
|
(443
|
)
|
|
(666
|
)
|
|
(1,109
|
)
|
|||
Total interest income
|
$
|
27,000
|
|
|
$
|
(11,563
|
)
|
|
$
|
15,437
|
|
Interest expense on:
|
|
|
|
|
|
||||||
Demand deposits
|
$
|
310
|
|
|
$
|
1,325
|
|
|
$
|
1,635
|
|
Savings deposits
|
469
|
|
|
1,461
|
|
|
1,930
|
|
|||
Time deposits
|
(1,419
|
)
|
|
685
|
|
|
(734
|
)
|
|||
Short-term borrowings
|
86
|
|
|
381
|
|
|
467
|
|
|||
FHLB advances and long-term debt
|
(2,587
|
)
|
|
(3,193
|
)
|
|
(5,780
|
)
|
|||
Total interest expense
|
$
|
(3,141
|
)
|
|
$
|
659
|
|
|
$
|
(2,482
|
)
|
|
Nine months ended September 30
|
|
Increase (Decrease)
|
|||||||||||||||||
|
2016
|
|
2015
|
|
in Balance
|
|||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate – commercial mortgage
|
$
|
5,572,356
|
|
|
4.01
|
%
|
|
$
|
5,205,755
|
|
|
4.15
|
%
|
|
$
|
366,601
|
|
|
7.0
|
%
|
Commercial – industrial, financial and agricultural
|
4,080,638
|
|
|
3.79
|
|
|
3,831,678
|
|
|
3.81
|
|
|
248,960
|
|
|
6.5
|
|
|||
Real estate – home equity
|
1,656,969
|
|
|
4.09
|
|
|
1,703,006
|
|
|
4.11
|
|
|
(46,037
|
)
|
|
(2.7
|
)
|
|||
Real estate – residential mortgage
|
1,428,430
|
|
|
3.77
|
|
|
1,369,367
|
|
|
3.81
|
|
|
59,063
|
|
|
4.3
|
|
|||
Real estate – construction
|
817,014
|
|
|
3.80
|
|
|
713,893
|
|
|
3.93
|
|
|
103,121
|
|
|
14.4
|
|
|||
Consumer
|
272,402
|
|
|
5.40
|
|
|
265,002
|
|
|
5.52
|
|
|
7,400
|
|
|
2.8
|
|
|||
Leasing, other and overdrafts
|
183,492
|
|
|
6.01
|
|
|
131,638
|
|
|
7.33
|
|
|
51,854
|
|
|
39.4
|
|
|||
Total
|
$
|
14,011,301
|
|
|
3.97
|
%
|
|
$
|
13,220,339
|
|
|
4.06
|
%
|
|
$
|
790,962
|
|
|
6.0
|
%
|
|
Nine months ended September 30
|
|
Increase (Decrease) in Balance
|
|||||||||||||||||
|
2016
|
|
2015
|
|
||||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Noninterest-bearing demand
|
$
|
4,091,555
|
|
|
—
|
%
|
|
$
|
3,767,919
|
|
|
—
|
%
|
|
$
|
323,636
|
|
|
8.6
|
%
|
Interest-bearing demand
|
3,498,659
|
|
|
0.18
|
|
|
3,202,380
|
|
|
0.13
|
|
|
296,279
|
|
|
9.3
|
|
|||
Savings
|
4,000,871
|
|
|
0.19
|
|
|
3,600,695
|
|
|
0.14
|
|
|
400,176
|
|
|
11.1
|
|
|||
Total demand and savings
|
11,591,085
|
|
|
0.12
|
|
|
10,570,994
|
|
|
0.09
|
|
|
1,020,091
|
|
|
9.6
|
|
|||
Time deposits
|
2,842,011
|
|
|
1.06
|
|
|
3,017,271
|
|
|
1.03
|
|
|
(175,260
|
)
|
|
(5.8
|
)
|
|||
Total deposits
|
$
|
14,433,096
|
|
|
0.30
|
%
|
|
$
|
13,588,265
|
|
|
0.30
|
%
|
|
$
|
844,831
|
|
|
6.2
|
%
|
|
Nine months ended September 30
|
|
Increase (Decrease)
|
|||||||||||||||||
|
2016
|
|
2015
|
|
in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customer repurchase agreements
|
$
|
179,892
|
|
|
0.11
|
%
|
|
$
|
167,526
|
|
|
0.10
|
%
|
|
$
|
12,366
|
|
|
7.4
|
%
|
Customer short-term promissory notes
|
73,859
|
|
|
0.04
|
|
|
81,854
|
|
|
0.02
|
|
|
(7,995
|
)
|
|
(9.8
|
)
|
|||
Total short-term customer funding
|
253,751
|
|
|
0.09
|
|
|
249,380
|
|
|
0.07
|
|
|
4,371
|
|
|
1.8
|
|
|||
Federal funds purchased
|
156,812
|
|
|
0.44
|
|
|
72,961
|
|
|
0.17
|
|
|
83,851
|
|
|
114.9
|
|
|||
Short-term FHLB advances
(1)
|
14,588
|
|
|
0.43
|
|
|
15,678
|
|
|
0.31
|
|
|
(1,090
|
)
|
|
(7.0
|
)
|
|||
Total short-term borrowings
|
425,151
|
|
|
0.23
|
|
|
338,019
|
|
|
0.11
|
|
|
87,132
|
|
|
25.8
|
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB advances
|
601,120
|
|
|
3.18
|
|
|
634,403
|
|
|
3.50
|
|
|
(33,283
|
)
|
|
(5.2
|
)
|
|||
Other long-term debt
|
361,877
|
|
|
5.00
|
|
|
414,231
|
|
|
5.50
|
|
|
(52,354
|
)
|
|
(12.6
|
)
|
|||
Total long-term debt
|
962,997
|
|
|
3.86
|
|
|
1,048,634
|
|
|
4.29
|
|
|
(85,637
|
)
|
|
(8.2
|
)
|
|||
Total borrowings
|
$
|
1,388,148
|
|
|
2.75
|
%
|
|
$
|
1,386,653
|
|
|
3.27
|
%
|
|
$
|
1,495
|
|
|
0.1
|
%
|
|
Nine months ended September 30
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Service charges on deposit accounts:
|
|
|
|
|
|
|
|
|||||||
Overdraft fees
|
$
|
16,426
|
|
|
$
|
15,806
|
|
|
$
|
620
|
|
|
3.9
|
%
|
Cash management fees
|
10,651
|
|
|
10,004
|
|
|
647
|
|
|
6.5
|
|
|||
Other
|
11,455
|
|
|
11,378
|
|
|
77
|
|
|
0.7
|
|
|||
Total service charges on deposit accounts
|
38,532
|
|
|
37,188
|
|
|
1,344
|
|
|
3.6
|
|
|||
Investment management and trust services
|
33,660
|
|
|
33,137
|
|
|
523
|
|
|
1.6
|
|
|||
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Merchant fees
|
12,155
|
|
|
11,265
|
|
|
890
|
|
|
7.9
|
|
|||
Debit card income
|
7,948
|
|
|
7,587
|
|
|
361
|
|
|
4.8
|
|
|||
Commercial swap fees
|
8,552
|
|
|
3,088
|
|
|
5,464
|
|
|
176.9
|
|
|||
Letter of credit fees
|
3,385
|
|
|
3,474
|
|
|
(89
|
)
|
|
(2.6
|
)
|
|||
Other
|
6,100
|
|
|
5,902
|
|
|
198
|
|
|
3.4
|
|
|||
Total other service charges and fees
|
38,140
|
|
|
31,316
|
|
|
6,824
|
|
|
21.8
|
|
|||
Mortgage banking income:
|
|
|
|
|
|
|
|
|||||||
Gains on sales of mortgage loans
|
11,967
|
|
|
10,588
|
|
|
1,379
|
|
|
13.0
|
|
|||
MSR impairment charge
|
(3,001
|
)
|
|
—
|
|
|
(3,001
|
)
|
|
N/M
|
|
|||
Mortgage servicing income
|
3,490
|
|
|
3,303
|
|
|
187
|
|
|
5.7
|
|
|||
Total mortgage banking income
|
12,456
|
|
|
13,891
|
|
|
(1,435
|
)
|
|
(10.3
|
)
|
|||
Credit card income
|
7,688
|
|
|
7,257
|
|
|
431
|
|
|
5.9
|
|
|||
Other income
|
5,922
|
|
|
4,921
|
|
|
1,001
|
|
|
20.3
|
|
|||
Total, excluding investment securities gains, net
|
136,398
|
|
|
127,710
|
|
|
8,688
|
|
|
6.8
|
|
|||
Investment securities gains, net
|
1,025
|
|
|
8,290
|
|
|
(7,265
|
)
|
|
(87.6
|
)
|
|||
Total
|
$
|
137,423
|
|
|
$
|
136,000
|
|
|
$
|
1,423
|
|
|
1.0
|
%
|
|
Nine months ended September 30
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
210,097
|
|
|
$
|
195,365
|
|
|
$
|
14,732
|
|
|
7.5
|
%
|
Net occupancy expense
|
35,813
|
|
|
36,211
|
|
|
(398
|
)
|
|
(1.1
|
)
|
|||
Other outside services
|
17,347
|
|
|
21,248
|
|
|
(3,901
|
)
|
|
(18.4
|
)
|
|||
Data processing
|
15,486
|
|
|
14,767
|
|
|
719
|
|
|
4.9
|
|
|||
Software
|
11,991
|
|
|
10,678
|
|
|
1,313
|
|
|
12.3
|
|
|||
Equipment expense
|
9,380
|
|
|
10,888
|
|
|
(1,508
|
)
|
|
(13.9
|
)
|
|||
Professional fees
|
8,221
|
|
|
8,430
|
|
|
(209
|
)
|
|
(2.5
|
)
|
|||
Supplies and postage
|
7,844
|
|
|
7,803
|
|
|
41
|
|
|
0.5
|
|
|||
FDIC insurance expense
|
7,700
|
|
|
8,574
|
|
|
(874
|
)
|
|
(10.2
|
)
|
|||
Marketing
|
5,314
|
|
|
5,570
|
|
|
(256
|
)
|
|
(4.6
|
)
|
|||
Telecommunications
|
4,358
|
|
|
4,920
|
|
|
(562
|
)
|
|
(11.4
|
)
|
|||
Operating risk loss
|
2,082
|
|
|
2,637
|
|
|
(555
|
)
|
|
(21.0
|
)
|
|||
Other real estate owned and repossession expense
|
1,745
|
|
|
2,507
|
|
|
(762
|
)
|
|
(30.4
|
)
|
|||
Loss on redemption of trust preferred securities
|
—
|
|
|
5,626
|
|
|
(5,626
|
)
|
|
(100.0
|
)
|
|||
Intangible amortization
|
—
|
|
|
241
|
|
|
(241
|
)
|
|
(100.0
|
)
|
|||
Other
|
24,520
|
|
|
26,256
|
|
|
(1,736
|
)
|
|
(6.6
|
)
|
|||
Total
|
$
|
361,898
|
|
|
$
|
361,721
|
|
|
$
|
177
|
|
|
—
|
%
|
|
|
|
Increase (Decrease)
|
|||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and due from banks
|
$
|
86,497
|
|
|
$
|
101,120
|
|
|
$
|
(14,623
|
)
|
|
(14.5
|
)%
|
Other interest-earning assets
|
428,966
|
|
|
292,516
|
|
|
136,450
|
|
|
46.6
|
|
|||
Loans held for sale
|
27,836
|
|
|
16,886
|
|
|
10,950
|
|
|
64.8
|
|
|||
Investment securities
|
2,508,068
|
|
|
2,484,773
|
|
|
23,295
|
|
|
0.9
|
|
|||
Loans, net of allowance
|
14,228,712
|
|
|
13,669,548
|
|
|
559,164
|
|
|
4.1
|
|
|||
Premises and equipment
|
228,009
|
|
|
225,535
|
|
|
2,474
|
|
|
1.1
|
|
|||
Goodwill and intangible assets
|
531,556
|
|
|
531,556
|
|
|
—
|
|
|
—
|
|
|||
Other assets
|
661,418
|
|
|
592,784
|
|
|
68,634
|
|
|
11.6
|
|
|||
Total Assets
|
$
|
18,701,062
|
|
|
$
|
17,914,718
|
|
|
$
|
786,344
|
|
|
4.4
|
%
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
14,952,479
|
|
|
$
|
14,132,317
|
|
|
$
|
820,162
|
|
|
5.8
|
%
|
Short-term borrowings
|
264,042
|
|
|
497,663
|
|
|
(233,621
|
)
|
|
(46.9
|
)
|
|||
Long-term debt
|
965,286
|
|
|
949,542
|
|
|
15,744
|
|
|
1.7
|
|
|||
Other liabilities
|
389,819
|
|
|
293,302
|
|
|
96,517
|
|
|
32.9
|
|
|||
Total Liabilities
|
16,571,626
|
|
|
15,872,824
|
|
|
698,802
|
|
|
4.4
|
|
|||
Total Shareholders’ Equity
|
2,129,436
|
|
|
2,041,894
|
|
|
87,542
|
|
|
4.3
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
18,701,062
|
|
|
$
|
17,914,718
|
|
|
$
|
786,344
|
|
|
4.4
|
%
|
|
|
|
Increase (Decrease)
|
|||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
U.S. Government sponsored agency securities
|
$
|
140
|
|
|
$
|
25,136
|
|
|
$
|
(24,996
|
)
|
|
(99.4
|
)%
|
State and municipal securities
|
401,572
|
|
|
262,765
|
|
|
138,807
|
|
|
52.8
|
|
|||
Corporate debt securities
|
107,241
|
|
|
96,955
|
|
|
10,286
|
|
|
10.6
|
|
|||
Collateralized mortgage obligations
|
652,359
|
|
|
821,509
|
|
|
(169,150
|
)
|
|
(20.6
|
)
|
|||
Mortgage-backed securities
|
1,226,547
|
|
|
1,158,835
|
|
|
67,712
|
|
|
5.8
|
|
|||
Auction rate securities
|
97,726
|
|
|
98,059
|
|
|
(333
|
)
|
|
(0.3
|
)
|
|||
Total debt securities
|
2,485,585
|
|
|
2,463,259
|
|
|
22,326
|
|
|
0.9
|
|
|||
Equity securities
|
22,483
|
|
|
21,514
|
|
|
969
|
|
|
4.5
|
|
|||
Total
|
$
|
2,508,068
|
|
|
$
|
2,484,773
|
|
|
$
|
23,295
|
|
|
0.9
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Real estate – commercial mortgage
|
$
|
5,818,915
|
|
|
$
|
5,462,330
|
|
|
$
|
356,585
|
|
|
6.5
|
%
|
Commercial – industrial, financial and agricultural
|
4,024,119
|
|
|
4,088,962
|
|
|
(64,843
|
)
|
|
(1.6
|
)
|
|||
Real estate – home equity
|
1,640,421
|
|
|
1,684,439
|
|
|
(44,018
|
)
|
|
(2.6
|
)
|
|||
Real estate – residential mortgage
|
1,542,696
|
|
|
1,376,160
|
|
|
166,536
|
|
|
12.1
|
|
|||
Real estate – construction
|
861,634
|
|
|
799,988
|
|
|
61,646
|
|
|
7.7
|
|
|||
Consumer
|
283,673
|
|
|
268,588
|
|
|
15,085
|
|
|
5.6
|
|
|||
Leasing, other and overdrafts
|
219,780
|
|
|
158,135
|
|
|
61,645
|
|
|
39.0
|
|
|||
Loans, net of unearned income
|
$
|
14,391,238
|
|
|
$
|
13,838,602
|
|
|
$
|
552,636
|
|
|
4.0
|
%
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
Balance
|
|
Delinquency Rate (1)
|
|
% of Total
|
|
Balance
|
|
Delinquency Rate (1)
|
|
% of Total
|
||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Commercial
|
$
|
636,892
|
|
|
0.2
|
%
|
|
73.9
|
%
|
|
$
|
559,991
|
|
|
0.2
|
%
|
|
70.0
|
%
|
Commercial - residential
|
161,908
|
|
|
7.2
|
|
|
18.8
|
|
|
179,303
|
|
|
7.3
|
|
|
22.4
|
|
||
Other
|
62,834
|
|
|
1.7
|
|
|
7.3
|
|
|
60,694
|
|
|
1.1
|
|
|
7.6
|
|
||
Total Real estate - construction
|
$
|
861,634
|
|
|
1.6
|
%
|
|
100.0
|
%
|
|
$
|
799,988
|
|
|
1.8
|
%
|
|
100.0
|
%
|
(1)
|
Represents all accruing loans 30 days or more past due and non-accrual loans as a percentage of total loans in each class segment.
|
|
|
December 31, 2015
|
|||
Services
|
21.0
|
%
|
|
22.6
|
%
|
Retail
|
15.0
|
|
|
8.3
|
|
Health care
|
10.6
|
|
|
10.6
|
|
Construction
(1)
|
9.5
|
|
|
9.7
|
|
Manufacturing
|
9.3
|
|
|
11.3
|
|
Wholesale
|
7.3
|
|
|
8.0
|
|
Real estate
(2)
|
6.9
|
|
|
7.3
|
|
Agriculture
|
4.7
|
|
|
5.1
|
|
Arts and entertainment
|
2.7
|
|
|
2.8
|
|
Transportation
|
2.4
|
|
|
2.7
|
|
Financial services
|
2.1
|
|
|
1.7
|
|
Other
|
8.5
|
|
|
9.9
|
|
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.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Commercial - industrial, financial and agricultural
|
$
|
163,452
|
|
|
$
|
152,830
|
|
Real estate - commercial mortgage
|
77,977
|
|
|
96,219
|
|
||
Total
|
$
|
241,429
|
|
|
$
|
249,049
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Average balance of loans, net of unearned income
|
$
|
14,212,250
|
|
|
$
|
13,369,874
|
|
|
$
|
14,011,301
|
|
|
$
|
13,220,339
|
|
|
|
|
|
|
|
|
|
||||||||
Balance of allowance for credit losses at beginning of period
|
$
|
165,108
|
|
|
$
|
169,453
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
Loans charged off:
|
|
|
|
|
|
|
|
||||||||
Commercial – industrial, financial and agricultural
|
3,144
|
|
|
1,640
|
|
|
13,957
|
|
|
14,669
|
|
||||
Real estate – residential mortgage
|
802
|
|
|
1,035
|
|
|
2,210
|
|
|
3,099
|
|
||||
Real estate – home equity
|
709
|
|
|
940
|
|
|
3,295
|
|
|
2,578
|
|
||||
Real estate – commercial mortgage
|
1,350
|
|
|
660
|
|
|
3,406
|
|
|
3,011
|
|
||||
Consumer
|
685
|
|
|
650
|
|
|
2,261
|
|
|
1,787
|
|
||||
Real estate – construction
|
150
|
|
|
114
|
|
|
1,218
|
|
|
201
|
|
||||
Leasing, other and overdrafts
|
832
|
|
|
522
|
|
|
3,226
|
|
|
1,352
|
|
||||
Total loans charged off
|
7,672
|
|
|
5,561
|
|
|
29,573
|
|
|
26,697
|
|
||||
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
||||||||
Commercial – industrial, financial and agricultural
|
1,539
|
|
|
1,598
|
|
|
6,789
|
|
|
3,855
|
|
||||
Real estate – residential mortgage
|
228
|
|
|
201
|
|
|
784
|
|
|
547
|
|
||||
Real estate – home equity
|
241
|
|
|
304
|
|
|
929
|
|
|
744
|
|
||||
Real estate – commercial mortgage
|
296
|
|
|
842
|
|
|
2,488
|
|
|
1,729
|
|
||||
Consumer
|
222
|
|
|
314
|
|
|
957
|
|
|
923
|
|
||||
Real estate – construction
|
898
|
|
|
898
|
|
|
2,844
|
|
|
2,276
|
|
||||
Leasing, other and overdrafts
|
168
|
|
|
346
|
|
|
357
|
|
|
587
|
|
||||
Total recoveries
|
3,592
|
|
|
4,503
|
|
|
15,148
|
|
|
10,661
|
|
||||
Net loans charged off
|
4,080
|
|
|
1,058
|
|
|
14,425
|
|
|
16,036
|
|
||||
Provision for credit losses
|
4,141
|
|
|
1,000
|
|
|
8,182
|
|
|
(500
|
)
|
||||
Balance of allowance for credit losses at end of period
|
$
|
165,169
|
|
|
$
|
169,395
|
|
|
$
|
165,169
|
|
|
$
|
169,395
|
|
|
|
|
|
|
|
|
|
||||||||
Net charge-offs to average loans (annualized)
|
0.11
|
%
|
|
0.03
|
%
|
|
0.14
|
%
|
|
0.16
|
%
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(dollars in thousands)
|
||||||
Allowance for loan losses
|
$
|
162,526
|
|
|
$
|
169,054
|
|
Reserve for unfunded lending commitments
|
2,643
|
|
|
2,358
|
|
||
Allowance for credit losses
|
$
|
165,169
|
|
|
$
|
171,412
|
|
|
|
|
|
||||
Allowance for credit losses to loans outstanding
|
1.15
|
%
|
|
1.24
|
%
|
|
September 30, 2016
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||
|
(dollars in thousands)
|
||||||||||
Non-accrual loans
|
$
|
124,017
|
|
|
$
|
132,154
|
|
|
$
|
129,523
|
|
Loans 90 days or more past due and still accruing
|
14,095
|
|
|
12,867
|
|
|
15,291
|
|
|||
Total non-performing loans
|
138,112
|
|
|
145,021
|
|
|
144,814
|
|
|||
Other real estate owned (OREO)
|
11,981
|
|
|
10,561
|
|
|
11,099
|
|
|||
Total non-performing assets
|
$
|
150,093
|
|
|
$
|
155,582
|
|
|
$
|
155,913
|
|
Non-accrual loans to total loans
|
0.86
|
%
|
|
0.98
|
%
|
|
0.94
|
%
|
|||
Non-performing assets to total assets
|
0.80
|
%
|
|
0.87
|
%
|
|
0.87
|
%
|
|||
Allowance for credit losses to non-performing loans
|
119.59
|
%
|
|
116.81
|
%
|
|
118.37
|
%
|
|
September 30, 2016
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||
|
(in thousands)
|
||||||||||
Real estate – residential mortgage
|
$
|
26,854
|
|
|
$
|
29,330
|
|
|
$
|
28,511
|
|
Real estate – commercial mortgage
|
16,085
|
|
|
17,282
|
|
|
17,563
|
|
|||
Real estate – construction
|
843
|
|
|
4,363
|
|
|
3,942
|
|
|||
Commercial – industrial, financial and agricultural
|
7,488
|
|
|
7,399
|
|
|
5,953
|
|
|||
Real estate – home equity
|
7,668
|
|
|
3,954
|
|
|
4,556
|
|
|||
Consumer
|
39
|
|
|
29
|
|
|
33
|
|
|||
Total accruing TDRs
|
58,977
|
|
|
62,357
|
|
|
60,558
|
|
|||
Non-accrual TDRs
(1)
|
27,904
|
|
|
27,618
|
|
|
31,035
|
|
|||
Total TDRs
|
$
|
86,881
|
|
|
$
|
89,975
|
|
|
$
|
91,593
|
|
|
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)
|
||||||||||||||||||||||||||||||
Three months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance of non-accrual loans at June 30, 2016
|
$
|
35,538
|
|
|
$
|
35,512
|
|
|
$
|
9,420
|
|
|
$
|
20,569
|
|
|
$
|
10,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111,742
|
|
Additions
|
17,267
|
|
|
9,573
|
|
|
2,653
|
|
|
1,371
|
|
|
1,907
|
|
|
685
|
|
|
381
|
|
|
33,837
|
|
||||||||
Payments
|
(2,913
|
)
|
|
(1,844
|
)
|
|
(801
|
)
|
|
(476
|
)
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
(6,561
|
)
|
||||||||
Charge-offs
|
(3,144
|
)
|
|
(1,350
|
)
|
|
(150
|
)
|
|
(802
|
)
|
|
(709
|
)
|
|
(685
|
)
|
|
(381
|
)
|
|
(7,221
|
)
|
||||||||
Transfers to accrual status
|
(2,525
|
)
|
|
(2,543
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(5,091
|
)
|
||||||||
Transfers to OREO
|
(53
|
)
|
|
(381
|
)
|
|
(646
|
)
|
|
(1,281
|
)
|
|
(328
|
)
|
|
—
|
|
|
—
|
|
|
(2,689
|
)
|
||||||||
Balance of non-accrual loans at September 30, 2016
|
$
|
44,170
|
|
|
$
|
38,967
|
|
|
$
|
10,476
|
|
|
$
|
19,381
|
|
|
$
|
11,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance of non-accrual loans as of December 31, 2015
|
$
|
42,199
|
|
|
$
|
40,731
|
|
|
$
|
12,044
|
|
|
$
|
21,914
|
|
|
$
|
11,210
|
|
|
$
|
—
|
|
|
$
|
1,425
|
|
|
$
|
129,523
|
|
Additions
|
30,043
|
|
|
20,367
|
|
|
6,503
|
|
|
4,868
|
|
|
6,962
|
|
|
2,264
|
|
|
673
|
|
|
71,680
|
|
||||||||
Payments
|
(11,132
|
)
|
|
(10,537
|
)
|
|
(5,169
|
)
|
|
(2,222
|
)
|
|
(1,979
|
)
|
|
(1
|
)
|
|
(24
|
)
|
|
(31,064
|
)
|
||||||||
Charge-offs
|
(13,957
|
)
|
|
(3,406
|
)
|
|
(1,218
|
)
|
|
(2,210
|
)
|
|
(3,295
|
)
|
|
(2,261
|
)
|
|
(2,074
|
)
|
|
(28,421
|
)
|
||||||||
Transfers to accrual status
|
(2,525
|
)
|
|
(5,692
|
)
|
|
—
|
|
|
(310
|
)
|
|
(904
|
)
|
|
(2
|
)
|
|
—
|
|
|
(9,433
|
)
|
||||||||
Transfers to OREO
|
(458
|
)
|
|
(2,496
|
)
|
|
(1,684
|
)
|
|
(2,659
|
)
|
|
(971
|
)
|
|
—
|
|
|
—
|
|
|
(8,268
|
)
|
||||||||
Balance of non-accrual loans at September 30, 2016
|
$
|
44,170
|
|
|
$
|
38,967
|
|
|
$
|
10,476
|
|
|
$
|
19,381
|
|
|
$
|
11,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,017
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||
|
(in thousands)
|
||||||||||
Real estate – commercial mortgage
|
$
|
39,631
|
|
|
$
|
49,021
|
|
|
$
|
41,170
|
|
Commercial – industrial, financial and agricultural
|
47,330
|
|
|
38,032
|
|
|
44,071
|
|
|||
Real estate – residential mortgage
|
23,451
|
|
|
27,707
|
|
|
28,484
|
|
|||
Real estate – home equity
|
14,260
|
|
|
13,107
|
|
|
14,683
|
|
|||
Real estate – construction
|
11,223
|
|
|
14,989
|
|
|
12,460
|
|
|||
Consumer
|
2,166
|
|
|
2,079
|
|
|
2,440
|
|
|||
Leasing
|
51
|
|
|
86
|
|
|
1,506
|
|
|||
Total non-performing loans
|
$
|
138,112
|
|
|
$
|
145,021
|
|
|
$
|
144,814
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||
|
(in thousands)
|
||||||||||
Residential properties
|
$
|
6,279
|
|
|
$
|
6,934
|
|
|
$
|
7,303
|
|
Commercial properties
|
3,050
|
|
|
1,584
|
|
|
2,167
|
|
|||
Undeveloped land
|
2,652
|
|
|
2,043
|
|
|
1,629
|
|
|||
Total OREO
|
$
|
11,981
|
|
|
$
|
10,561
|
|
|
$
|
11,099
|
|
|
Special Mention
|
|
Increase (decrease)
|
|
Substandard or lower
|
|
Increase (decrease)
|
|
Total Criticized and Classified Loans
|
||||||||||||||||||||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
131,941
|
|
|
$
|
102,625
|
|
|
$
|
29,316
|
|
|
28.6
|
%
|
|
$
|
131,214
|
|
|
$
|
155,442
|
|
|
$
|
(24,228
|
)
|
|
(15.6
|
)%
|
|
$
|
263,155
|
|
|
$
|
258,067
|
|
Commercial - secured
|
106,701
|
|
|
92,711
|
|
|
13,990
|
|
|
15.1
|
|
|
121,611
|
|
|
136,710
|
|
|
(15,099
|
)
|
|
(11.0
|
)
|
|
228,312
|
|
|
229,421
|
|
||||||||
Commercial -unsecured
|
5,009
|
|
|
2,761
|
|
|
2,248
|
|
|
81.4
|
|
|
2,904
|
|
|
3,346
|
|
|
(442
|
)
|
|
(13.2
|
)
|
|
7,913
|
|
|
6,107
|
|
||||||||
Total Commercial - industrial, financial and agricultural
|
111,710
|
|
|
95,472
|
|
|
16,238
|
|
|
17.0
|
|
|
124,515
|
|
|
140,056
|
|
|
(15,541
|
)
|
|
(11.1
|
)
|
|
236,225
|
|
|
235,528
|
|
||||||||
Construction - commercial residential
|
15,853
|
|
|
17,154
|
|
|
(1,301
|
)
|
|
(7.6
|
)
|
|
14,180
|
|
|
21,812
|
|
|
(7,632
|
)
|
|
(35.0
|
)
|
|
30,033
|
|
|
38,966
|
|
||||||||
Construction - commercial
|
2,530
|
|
|
3,684
|
|
|
(1,154
|
)
|
|
(31.3
|
)
|
|
5,048
|
|
|
3,597
|
|
|
1,451
|
|
|
40.3
|
|
|
7,578
|
|
|
7,281
|
|
||||||||
Total real estate - construction (excluding construction - other)
|
18,383
|
|
|
20,838
|
|
|
(2,455
|
)
|
|
(11.8
|
)
|
|
19,228
|
|
|
25,409
|
|
|
(6,181
|
)
|
|
(24.3
|
)
|
|
37,611
|
|
|
46,247
|
|
||||||||
Total
|
$
|
262,034
|
|
|
$
|
218,935
|
|
|
$
|
43,099
|
|
|
19.7
|
%
|
|
$
|
274,957
|
|
|
$
|
320,907
|
|
|
$
|
(45,950
|
)
|
|
(14.3
|
)%
|
|
$
|
536,991
|
|
|
$
|
539,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
% of total risk rated loans
|
2.4
|
%
|
|
2.1
|
%
|
|
|
|
|
|
2.6
|
%
|
|
3.1
|
%
|
|
|
|
|
|
5.0
|
%
|
|
5.2
|
%
|
|
September 30, 2016
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||
|
30-89
Days |
|
≥ 90 Days (1)
|
|
Total
|
|
30-89
Days |
|
≥ 90 Days (1)
|
|
Total
|
|
30-89
Days |
|
≥ 90 Days (1)
|
|
Total
|
||||||||||||||||||
Real estate – commercial mortgage
|
0.18
|
%
|
|
0.69
|
%
|
|
0.87
|
%
|
|
0.16
|
%
|
|
0.92
|
%
|
|
1.08
|
%
|
|
0.14
|
%
|
|
0.77
|
%
|
|
0.91
|
%
|
|||||||||
Commercial – industrial, financial and agricultural
|
0.31
|
%
|
|
1.17
|
%
|
|
1.48
|
%
|
|
0.35
|
%
|
|
0.97
|
%
|
|
1.32
|
%
|
|
0.21
|
%
|
|
1.06
|
%
|
|
1.27
|
%
|
|||||||||
Real estate – construction
|
0.31
|
%
|
|
1.30
|
%
|
|
1.61
|
%
|
|
0.30
|
%
|
|
1.95
|
%
|
|
2.25
|
%
|
|
0.28
|
%
|
|
1.59
|
%
|
|
1.87
|
%
|
|||||||||
Real estate – residential mortgage
|
1.15
|
%
|
|
1.52
|
%
|
|
2.67
|
%
|
|
1.27
|
%
|
|
2.00
|
%
|
|
3.27
|
%
|
|
1.33
|
%
|
|
2.07
|
%
|
|
3.40
|
%
|
|||||||||
Real estate – home equity
|
0.64
|
%
|
|
0.87
|
%
|
|
1.51
|
%
|
|
0.54
|
%
|
|
0.77
|
%
|
|
1.31
|
%
|
|
0.53
|
%
|
|
0.87
|
%
|
|
1.40
|
%
|
|||||||||
Consumer, leasing and other
|
1.18
|
%
|
|
0.44
|
%
|
|
1.62
|
%
|
|
1.30
|
%
|
|
0.51
|
%
|
|
1.81
|
%
|
|
1.36
|
%
|
|
0.92
|
%
|
|
2.28
|
%
|
|||||||||
Total
|
0.42
|
%
|
|
0.96
|
%
|
|
1.38
|
%
|
|
0.42
|
%
|
|
1.07
|
%
|
|
1.49
|
%
|
|
0.37
|
%
|
|
1.04
|
%
|
|
1.41
|
%
|
|||||||||
Total dollars (in thousands)
|
$
|
59,822
|
|
|
$
|
138,112
|
|
|
$
|
197,934
|
|
|
$
|
56,694
|
|
|
$
|
145,021
|
|
|
$
|
201,715
|
|
|
$
|
51,927
|
|
|
$
|
144,814
|
|
|
$
|
196,741
|
|
(1)
|
Includes non-accrual loans.
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Noninterest-bearing demand
|
$
|
4,210,099
|
|
|
$
|
3,948,114
|
|
|
$
|
261,985
|
|
|
6.6
|
%
|
Interest-bearing demand
|
3,703,048
|
|
|
3,451,207
|
|
|
251,841
|
|
|
7.3
|
|
|||
Savings
|
4,235,015
|
|
|
3,868,046
|
|
|
366,969
|
|
|
9.5
|
|
|||
Total demand and savings
|
12,148,162
|
|
|
11,267,367
|
|
|
880,795
|
|
|
7.8
|
|
|||
Time deposits
|
2,804,317
|
|
|
2,864,950
|
|
|
(60,633
|
)
|
|
(2.1
|
)
|
|||
Total deposits
|
$
|
14,952,479
|
|
|
$
|
14,132,317
|
|
|
$
|
820,162
|
|
|
5.8
|
%
|
|
|
|
Increase (Decrease)
|
|||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|||||||
Customer repurchase agreements
|
$
|
189,727
|
|
|
$
|
111,496
|
|
|
$
|
78,231
|
|
|
70.2
|
%
|
Customer short-term promissory notes
|
65,871
|
|
|
78,932
|
|
|
(13,061
|
)
|
|
(16.5
|
)
|
|||
Total short-term customer funding
|
255,598
|
|
|
190,428
|
|
|
65,170
|
|
|
34.2
|
|
|||
Federal funds purchased
|
8,444
|
|
|
197,235
|
|
|
(188,791
|
)
|
|
(95.7
|
)
|
|||
Short-term FHLB advances
(1)
|
—
|
|
|
110,000
|
|
|
(110,000
|
)
|
|
(100.0
|
)
|
|||
Total short-term borrowings
|
264,042
|
|
|
497,663
|
|
|
(233,621
|
)
|
|
(46.9
|
)
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|||||||
FHLB advances
|
603,271
|
|
|
587,756
|
|
|
15,515
|
|
|
2.6
|
|
|||
Other long-term debt
|
362,015
|
|
|
361,786
|
|
|
229
|
|
|
0.1
|
|
|||
Total long-term debt
|
965,286
|
|
|
949,542
|
|
|
15,744
|
|
|
1.7
|
|
|||
Total borrowings
|
$
|
1,229,328
|
|
|
$
|
1,447,205
|
|
|
$
|
(217,877
|
)
|
|
(15.1
|
)%
|
|
|
|
|
|
|
|
|
•
|
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. 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.
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Regulatory
Minimum for Capital Adequacy |
|
Fully Phased-in, with Capital Conservation Buffers
|
||||
Total Capital (to Risk-Weighted Assets)
|
13.2
|
%
|
|
13.2
|
%
|
|
8.0
|
%
|
|
10.5
|
%
|
Tier I Capital (to Risk-Weighted Assets)
|
10.4
|
%
|
|
10.2
|
%
|
|
6.0
|
%
|
|
8.5
|
%
|
Common Equity Tier I (to Risk-Weighted Assets)
|
10.4
|
%
|
|
10.2
|
%
|
|
4.5
|
%
|
|
7.0
|
%
|
Tier I Capital (to Average Assets)
|
9.1
|
%
|
|
9.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
(1)
|
These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
|
||||||
July 1, 2016 to July 31, 2016
|
|
176,161
|
|
|
$
|
13.00
|
|
|
176,161
|
|
|
$
|
31,455,430
|
|
August 1, 2016 to August 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,455,430
|
|
||
September 1, 2016 to September 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,455,430
|
|
FULTON FINANCIAL CORPORATION
|
|
|
||
|
|
|
|
|
Date:
|
|
November 4, 2016
|
|
/s/ E. Philip Wenger
|
|
|
|
|
E. Philip Wenger
|
|
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
|
|
Date:
|
|
November 4, 2016
|
|
/s/ Patrick S. Barrett
|
|
|
|
|
Patrick S. Barrett
|
|
|
|
|
Senior Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
3.1
|
|
Articles of Incorporation, as amended and restated, of Fulton Financial Corporation– Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on 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 an Amended Form 8-K dated September 23, 2014.
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10.1
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Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated July 11, 2016. 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.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
|
|
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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Financial statements from the Quarterly Report on Form 10-Q of Fulton Financial Corporation for the period ended September 30, 2016, filed on November 4, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements - filed herewith.
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|
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|
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(i)
|
ACCEL Network Membership Exhibit
|
(ii)
|
ASP (Application Service Provider) Services Exhibit
|
(A)
|
Account Processing Services Schedule
|
(B)
|
ACH Services Schedule
|
(C)
|
ARP/SMS Services Schedule
|
(D)
|
[CONFIDENTIAL TREATMENT REQUESTED] Services Schedule
|
(E)
|
CashEdge Services Schedule
|
(F)
|
[CONFIDENTIAL TREATMENT REQUESTED] Services Schedule (includes [CONFIDENTIAL TREATMENT REQUESTED])
|
(G)
|
EFT Solution Services Schedule
|
(H)
|
Investment Services AdvisorVision Schedule
|
(I)
|
Lending Solutions Services Schedule
|
(J)
|
LoanComplete Services Schedule
|
•
|
Attachment A to LoanComplete Services Schedule
|
◦
|
Appendix 1 to Attachment A
|
•
|
Attachment B to LoanComplete Services Schedule
|
(K)
|
Network Support Services Schedule
|
(L)
|
Secure Lending Services Schedule
|
(M)
|
Third Party Direct Electronic Payment Services Schedule
|
(N)
|
Weiland Financial Group Services Schedule
|
(O)
|
Xroads for Signature Services Schedule
|
(iii)
|
Software Products Exhibit
|
(A)
|
Signature Software Schedule
|
(B)
|
EnAct Software Schedule
|
(C)
|
Enterprise Content Management Software Schedule
|
(D)
|
InformEnt Software Schedule
|
(E)
|
Loan Origination Software Schedule
|
(F)
|
[CONFIDENTIAL TREATMENT REQUESTED] Solutions Software Schedule
|
(iv)
|
Professional and Development Services Exhibit
|
(G)
|
DocPlus Managed Services Schedule
|
(H)
|
EnAct Implementation Services Schedule
|
(I)
|
Revenue Performance Monitor Subscription Service Schedule
|
(J)
|
Signature Development Services Schedule
|
(K)
|
Conversion Services Schedule for Collapse of Existing Bank Charters
|
(L)
|
Future Conversion Services Schedule
|
(v)
|
Equipment Exhibit
|
(M)
|
Convergys Solution Schedule
|
(vi)
|
Consulting Services Exhibit
|
(vii)
|
Performance Standard Exhibit
|
(i)
|
Commercial General Liability in an amount not less than $1 million per occurrence and $2 million general aggregate for claims arising out of bodily injury and property damage;
|
(ii)
|
Commercial Crime covering employee dishonesty
and computer fraud in an amount not less than $5 million;
|
(iii)
|
All-risk property coverage including extra expense and business income coverage; and
|
(iv)
|
Workers Compensation as mandated or allowed by the laws of the state in which the Services are being performed, including $1 million coverage for employer’s liability.
|
(v)
|
Professional Liability and/or Technology Errors and Omissions Liability covering acts, errors and omissions arising out of Fiserv’s performance or failure to perform its services under this Agreement, including but not limited to network security and privacy liability coverage, with limits of $10,000,000 per occurrence and in the aggregate. Subject to policy limitations and terms, Fiserv represents and warrants that this policy is intended to provide catastrophic coverage for Fiserv’s technology products and services, including, subject to terms and limitations, losses resulting from: (a) technology and other professional services and products; (b) media content; (c) network security and privacy breaches; and (d) privacy related regulatory actions.
|
(i)
|
[CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon Agreement execution or Schedule adoption;
|
(ii)
|
[CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon loading the applicable Software on Client’s hardware, but in any event, not later than [CONFIDENTIAL TREATMENT REQUESTED] following the date for delivery of the applicable Software to Client by Fiserv as set forth in the Project Plan (as defined in the Professional and Development Services Exhibit) unless such delay is caused by Fiserv;
|
(iii)
|
[CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon
Go Live
, but in any event, [CONFIDENTIAL TREATMENT REQUESTED] following delivery of the applicable Software. “
Go Live
” shall mean the date of Client’s first use of the applicable Software in a production environment (“Go Live”).
|
Resource Type
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Senior Expertise Required
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Program Management
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Project Management / eBanking
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Banking Analyst / Programmer/
Network specialist
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Client Location (On-Site) Training
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
Fiserv Location Training
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
[CONFIDENTIAL TREATMENT REQUESTED]
|
(i)
|
If the product or service is included in the monthly minimum fee, [CONFIDENTIAL TREATMENT REQUESTED];
|
(ii)
|
If the product or service is not part of the monthly minimum fee and Client determines there is additional value, Fiserv and Client will mutually agree upon a cost increase within the range of [CONFIDENTIAL TREATMENT REQUESTED].
|
(iii)
|
If the product is a part of Software then Fiserv will provide a credit in the amount of the unamortized portion of the Software license fee paid by Client [CONFIDENTIAL TREATMENT REQUESTED] for the Software being discontinued to be applied toward the license of the replacement Software.
|
(i)
|
promptly developing with Client and its new service provider a transition plan setting forth the respective tasks and timetable to be performed by each party;
|
(ii)
|
where appropriate, backing up Client Data for the remaining term of the Agreement and any term post period as agreed to by the parties;
|
(iii)
|
making available and delivering to Client or Client’s designee all reasonable, necessary and appropriate tapes or other electronic or digital media with appropriate content, data and data library listings;
|
(iv)
|
promptly assisting Client or its new service provider with the loading or transmission of Client Data;
|
(v)
|
providing to Client, Client Data pursuant to Section 8.(f);
|
(vi)
|
rendering such assistance as is reasonably necessary for Client to map the Client Data to its new system;
|
(vii)
|
(collectively, (i), (ii), (iii), (iv), (v), and (vi) are hereinafter referred to as “
Deconversion Activities
”). Client shall pay for such Deconversion Activities at Current Rates, monthly as incurred, and in accordance with Section 2 of this Agreement. Notwithstanding the provisions set forth in Sections (i) to (vi) above, Notwithstanding the foregoing, if this Agreement is terminated pursuant to and in accordance with Section 8.(c)(ii) of the Agreement for Client’s uncured failure to pay, Fiserv shall not be obligated to perform any of the above described Deconversion Activities unless and until Client pays in advance the total amount of fees for (A) all estimated Deconversion Activities and (B) Fiserv’s provision of the Services up to and including the termination date.
|
(i)
|
“
Client Information
” means the following types of information of Client and its Affiliates obtained or accessed by Fiserv from or on behalf of Client or its Affiliates in connection with this Agreement or any discussions between the parties regarding new services or products to be added to this Agreement: (A) trade secrets and proprietary information; (B)
|
(ii)
|
“
Fiserv Information
” means the following types of information of Fiserv and its Affiliates obtained or accessed by Client from or on behalf of Fiserv or its Affiliates in connection with this Agreement or any discussions between the parties regarding new services or products to be added to this Agreement: (A) trade secrets and proprietary information (including that of any Fiserv client, supplier, or licensor); (B) client lists, information security plans, business continuity plans, all information and documentation regarding the Deliverables, all software Products (including software modifications and documentation, databases, training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein), and the terms and conditions of this Agreement; (C) any personally identifiable information, defined as information that can identified to a particular person without unreasonable effort, such as the names and social security numbers of Fiserv employees; and (D) any other information and data received from or on behalf of Fiserv or its Affiliates that Client could reasonably be expected to know is confidential.
|
(iii)
|
“
Information
” means Client Information and/or Fiserv Information, as applicable. No obligation of confidentiality applies to any Information that: (A) the receiving entity (“
Recipient
”) develops independently without reference to Information of the disclosing entity (“
Discloser
”), or rightfully receives or possesses without obligation of confidentiality from a third party; or (B) is or becomes publicly available without Recipient’s breach of this Agreement.
|
(i)
|
With the exception of Client Information, all information, reports, studies, object and source code (including without limitation the Products and all modifications, enhancements, additions, upgrades, or other works based thereon or related thereto created through P&D Services or otherwise), flow charts, diagrams, specifications, and other tangible or intangible material of any nature whatsoever produced by Fiserv or jointly with Client or by any of Fiserv’s or Client’s employees or agents, separately or together, through or as a result of or related to any of the Deliverables provided hereunder or development of any data analytics models hereunder, and all patents, copyrights, and other proprietary rights related to each of the foregoing, shall be the sole and exclusive property of Fiserv or its Affiliates.
|
(ii)
|
For clarity, to the extent Client Information is embedded or included in any of the works described in paragraph 3.(c)(i), Client retains all rights to such Client Information.
|
(iii)
|
Client hereby irrevocably assigns and transfers to Fiserv all rights, title, and interest in any such works referenced in this paragraph 3(c)(i) (excluding any Client Information), including without limitation copyrights, patent rights, trade secrets, industrial property rights, and moral rights, and shall execute all documents reasonably requested by Fiserv to perfect such rights. Client shall be entitled to use such work product in accordance with the applicable terms and conditions of this Agreement.
|
(i)
|
Disclosure Requirements
. Fiserv acknowledges that Client is required to comply with applicable law, including, without limitation, the regulations of the Securities and Exchange Commission (the “SEC”). Fiserv agrees that, if Client determines, after consulting outside securities legal counsel, that it is required to disclose the entry into the Agreement, the Agreement or its terms to comply with applicable law or regulation, then disclosure of the entry into the Agreement, the Agreement or its terms to the extent necessary to comply with applicable law (“Required Disclosure”) shall not constitute a breach or default of this Agreement on the part of Client, provided Client complies with the provisions of this Section 3.(f).
|
(ii)
|
Client Notice to Fiserv of Planned Disclosure
. Client agrees to provide Fiserv with prior written notice (“Disclosure Notice”) of any planned Required Disclosure. Client shall identify in such Disclosure Notice: (1) the substance of such Required Disclosure; and (2) either the date on which Client intends to make such Required Disclosure or the event or occurrence which Client believes will trigger its obligation to make such Required Disclosure. In all cases, the Disclosure Notice shall be provided by Client as far in advance as is reasonably practicable to allow Client, if requested by Fiserv, to seek confidential treatment of the information that is proposed to be disclosed.
|
(iii)
|
Fiserv Requests for Confidential Treatment
. If Fiserv desires Client to file a confidential treatment request (a “CTR”) with respect to any proposed Required Disclosure, Fiserv shall, within two business days of receiving the Disclosure Notice, confirm such fact to Client in writing. In addition, within five business days after receiving the Disclosure Notice, Fiserv will, with respect to each portion of such Required Disclosure for which confidential treatment is to be requested by Client, identify to Client:
|
A.
|
the specific portions of the Required Disclosure as to which Fiserv desires confidential treatment (the “
Fiserv Designated Material
”);
|
1.
|
a specific statement of the grounds upon which Fiserv asserts that the Fiserv Designated Material is subject to confidential treatment, which grounds shall be consistent with those permitted or recognized under Rule 406 of the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934;
|
2.
|
the duration for which confidential treatment shall be requested with respect to the Fiserv Designated Material; and
|
3.
|
in the case of any filing of the Agreement, a copy of the Agreement with any Fiserv Designated Material omitted, noting in each case, by means of an asterisk or other mark, the location in the Agreement where any provision has been redacted or omitted.
|
(iv)
|
Client Submission of Request for Confidential Treatment
. If requested by Fiserv in the manner set forth in this subsection, Client agrees to file a CTR with respect to the Fiserv Designated Material. Client agrees to provide Fiserv with a copy of the CTR at least five business days prior to the relevant filing, and to consider in good faith any comments which Fiserv shall have to such application prior to filing it with the SEC. In addition, Client agrees to employ its best efforts to provide Fiserv with a copy of the edgarized exhibit which it proposes to file at least one business day prior to filing the same with the SEC. Fiserv acknowledges that any regulatory decisions made regarding the CTR are beyond the reasonable control of Client.
|
(i)
|
Fiserv warrants that the Fiserv personnel performing the Services provided under the ASP Services Exhibit, the Maintenance Services provided under the Software Products Exhibit, and the Professional and Development Services provided under the Professional and Development Services Exhibit shall exercise due care. Unless otherwise mutually agreed between the parties in writing, Client shall notify Fiserv in writing of, and Fiserv shall correct, any alleged warranty defect as set forth in Section 4.(i) of the ASP Services Exhibit or Section 1.(e) of the Professional and Development Services Exhibit.
|
(ii)
|
Fiserv warrants that, during the Warranty Period, the Software will perform in all material respects without the occurrence of a “
Non-conformity
” (as defined in the Software Products Exhibit”) when operated on the Computer System and in compliance with the Documentation, the Software Products Exhibit, and this Agreement. Fiserv will provide replacements or corrections to the Software that does not so perform where such failure is material in terms of Client’s ability to accurately process transactions as described in the Documentation, provided Fiserv is notified in writing of such failure during the Warranty Period. This warranty shall not apply if the Non-conformity results from: (i) use of the Software in combination with any materials or software not provided or expressly approved by Fiserv; (ii) changes to the Software made by Client or any Third Party; or (iii) by use of the Software other than in accordance with the Documentation, the Software Products Exhibit or this Agreement, including without limitation Use in violation of Section 3 of the Software Products Exhibit. Client acknowledges that all Software is designed to operate on the applicable Computer System and that the warranties given by Fiserv are conditional upon the procurement and maintenance by Client of the Computer System in accordance with the then current specified configuration.
|
(iii)
|
If the Software has been delivered by Fiserv on physical media, Fiserv warrants the media to be free from material physical defects and the Software to include up-to-date security protections designed to prevent any virus or similar malicious code for a period of 90 days after delivery by Fiserv. Fiserv will replace the copy provided on defective media or deliver such Software via an alternate method selected by Fiserv, provided Fiserv is notified in writing of such defective media within such 90-day period. Notwithstanding any other provision of this Agreement, the corrective actions provided by Fiserv as set forth herein in Sections 6.(a)(i) – (iii) shall be Fiserv’s entire liability and Client’s sole and exclusive remedy for Fiserv’s breach of the warranties set forth in such Sections 6.(a)(i) – (iii).
|
(iv)
|
Fiserv warrants that Client will acquire good and clear title to all Equipment free and clear of all liens and encumbrances. Fiserv assigns to Client all warranties Supplier has granted or hereafter grants to Fiserv with respect to Equipment as set forth in the Equipment Schedules. Client agrees to all of the terms and conditions applicable to those warranties and acknowledges that: (a) neither Supplier nor Fiserv warrants that use of Equipment will be uninterrupted or error free; and (b) Supplier’s warranties, and the assignment of such warranties by Fiserv to Client, shall not impose any liability on Fiserv due to the Installation Services or any other services or assistance provided to Client by Fiserv with respect thereto.
|
(v)
|
NOTWITHSTANDING THE FOREGOING, UNLESS EXPRESSLY ASSUMED BY FISERV HEREIN OR IN THE EXHIBITS OR SCHEDULES HERETO, CLIENT ASSUMES ANY AND ALL RISK, INCLUDING WITHOUT LIMITATION ALL FINANCIAL RISK, ON ITS BEHALF AND ON BEHALF OF ITS CUSTOMERS FOR ANY ISSUES RELATING TO THE FUNDING OF A CUSTOMERS ACCOUNT, INCLUDING WITHOUT LIMITATION INSUFFICIENT FUNDS IN ANY SUCH ACCOUNT. FOR THE AVOIDANCE OF DOUBT, THIS SECTION SHALL NOT OPERATE TO EXCLUDE FISERV’S LIABILITY FOR RISKS ARISING FROM FISERV’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
|
(vi)
|
NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISIONS OF THE AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT ACCESS TO CERTAIN ASP SERVICES SHALL BE ACROSS PUBLIC AND PRIVATE LINES OUTSIDE OF FISERV’S CONTROL. SUCH ASP SERVICES MAY BE SUBJECT TO DELAYS OR UNAVAILABILITY DUE TO CONGESTION, OVERLOAD OR DOWNTIME ON PUBLIC CIRCUITS SUPPLIED BY THIRD PARTIES, AND FISERV MAKES NO REPRESENTATION OR WARRANTY ABOUT THE AVAILABILITY OF SUCH CIRCUITS. FISERV SHALL HAVE NO LIABILITY FOR ANY FAILURES, ACTS, OR OMISSIONS OF ANY SUCH THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY SUCH DELAYS OR UNAVAILABILITY OR ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF CLIENT INFORMATION.
|
(vii)
|
NOTWITHSTANDING THE FOREGOING AND IN ADDITION TO ANY OTHER DISCLAIMERS SET FORTH IN THE AGREEMENT, FISERV DOES NOT AND CANNOT MAKE ANY GUARANTEE OR REPRESENTATION THAT ANY FRAUD DETECTION-RELATED ASP SERVICES WILL IDENTIFY ALL OR EVERY POTENTIALLY FRAUDULENT TRANSACTION OR WILL NOT FALSELY IDENTIFY A TRANSACTION AS BEING POTENTIALLY FRAUDULENT. FISERV DISCLAIMS ANY AND ALL LIABILITY TO CLIENT AND ITS CUSTOMERS OR ANY OTHER THIRD PARTIES IN CONNECTION WITH ANY SUCH INCIDENTS, AND CLIENT EXPRESSLY ACKNOWLEDGES AND ACCEPTS SUCH RISKS ON BEHALF OF ITSELF AND ITS CUSTOMERS. Fiserv will only be expected to make reasonable efforts based on industry standards to identify potential fraud.
|
(viii)
|
FISERV DOES NOT WARRANT THAT ALL NON-CONFORMITIES CAN BE CORRECTED. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF OR DAMAGE TO CLIENT’S DATA RESULTING FROM CLIENT’S USE OF THE SOFTWARE.
|
(i)
|
Either party may, upon written notice to the other, terminate: (A) any Schedule if the other party materially breaches its obligations under that Schedule or under this Agreement with respect to that Schedule; or (B) this Agreement if the other party materially breaches its obligations with respect to the non-breaching party’s Information or other intellectual property; and the breaching party fails to cure such material breach within 90 days as to a breach under clause (A) and 10 days as to a breach under clause (B) following its receipt of written notice stating, with particularity and in reasonable detail, the nature of the claimed breach.
|
(ii)
|
If any undisputed amount in any invoice remains unpaid by Client 30 days after due, Fiserv may, upon 45 days prior written notice to Client’s President and Client’s Chief Information Officer, terminate: (A) the Schedule and/or Client’s access to and use of Deliverables to which the payment failure relates; or (B) this Agreement if the [CONFIDENTIAL TREATMENT REQUESTED]. Any invoice submitted by Fiserv shall be deemed correct unless Client provides written notice to Fiserv within 30 days of the invoice date specifying the nature of any disagreement.
|
(iii)
|
Client may terminate the individual Service / Schedule or the entire Agreement pursuant to [CONFIDENTIAL TREATMENT REQUESTED], and upon 90 days prior written notice to Fiserv.
|
(iv)
|
Client may terminate any Schedule to this Agreement or this entire Agreement without cause, upon payment of a termination fee described in Section d. below, and upon 90 days prior written notice to Fiserv.
|
(v)
|
Either party may, upon written notice to the other, terminate this Agreement if the other party commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of such party’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency
|
(i)
|
If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee determined by multiplying the average of the monthly invoices incurred by Client during the 12-month period preceding the effective date of termination, [CONFIDENTIAL TREATMENT REQUESTED], (or if no monthly invoice has been received, the estimated monthly billing for each Deliverable to be received thereunder) by the remaining term of the Schedule(s) or Agreement, as applicable, and multiplying the result by the Multiplier provided in Column A in the “Multiplier” table below. If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee determined by (A) multiplying the average of the monthly invoices incurred by Client during the 12-month period preceding the effective date of termination, [CONFIDENTIAL TREATMENT REQUESTED], (or if no monthly invoice has been received, the estimated monthly billing for each Deliverable to be received hereunder) by the remaining term of the Agreement, as applicable, 2) subtracting any remaining flex credit which has not been taken previously as an invoice reduction, and 3) then multiplying the result by the Multiplier provided in Column A in the “Multiplier” table below.
|
(ii)
|
If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee [CONFIDENTIAL TREATMENT REQUESTED].
|
(iii)
|
Defaults
. If Client:
|
A.
|
fails to cure its material breach or its failure to pay amounts due, each as set forth in the Agreement;
|
B.
|
deconverts any data or information from the Fiserv System either without Fiserv’s prior written consent or in violation of the Agreement; or
|
C.
|
commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of Client’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency,
|
(iv)
|
License
. The termination of this Agreement or the Software Products Exhibit or any individual Schedule(s) thereto shall automatically, and without further action by Fiserv, terminate and extinguish the license(s) granted under the applicable Schedule and Fiserv’s obligation to provide the Maintenance Services with respect to such Software.
|
(i)
|
The parties shall mutually agree in writing any applicable Professional Services fees and the scope of such Client Review, which will include:
|
A.
|
on-site access to Fiserv’s facilities to conduct a tour and high level walk through of Fiserv operations and associated operational controls and control points in relation to Fiserv’s performance of the Services;
|
B.
|
completion or review of Client’s annual security questionnaire(s) relating to the Services;
|
C.
|
reasonable examination and discussion of the audit report(s) provided in Section (d) above
|
D.
|
a management action plan to address any deficiencies identified in any relevant audit in a timely manner;
|
E.
|
review of Fiserv’s Business Continuity Plan and/or Disaster Recovery Plans;
|
F.
|
summaries of security scan results of network environment(s) in which Client’s data will reside; and
|
(ii)
|
Fiserv and Client shall mutually reasonably agree on the commencement and completion times for each such Client Review; provided however, that such review shall take place within 30 days after Client’s request and shall be completed within 2 Business Days unless otherwise mutually agreed between the Parties.
|
(iii)
|
The Client Review shall be conducted during normal business hours, and minimize disruption to business operations.
|
(iv)
|
Client shall comply with all applicable facility and security rules and procedures provided to Client in advance in writing, while on Fiserv’s premises.
|
(v)
|
For clarity, Fiserv shall not be required to permit Client to have access to any records, equipment or other documentation which contains Fiserv financial information or confidential information of any other Fiserv clients.
|
(i)
|
Fiserv acknowledges it is responsible to perform the following testing in Fiserv’s test environment for the following functionality additions to Services and Software, as applicable: [CONFIDENTIAL TREATMENT REQUESTED].
|
(ii)
|
[CONFIDENTIAL TREATMENT REQUESTED].
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
|
November 4, 2016
|
|
|
|
|
|
/s/ E. Philip Wenger
|
|
|
E. Philip Wenger
|
|
|
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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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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November 4, 2016
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/s/ Patrick S. Barrett
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Patrick S. Barrett
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Senior Executive Vice President and Chief Financial Officer
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Date:
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November 4, 2016
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/s/ E. Philip Wenger
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E. Philip Wenger
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Chairman, Chief Executive Officer and President
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Date:
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November 4, 2016
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/s/ Patrick S. Barrett
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Patrick S. Barrett
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Senior Executive Vice President and
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Chief Financial Officer
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