FULTON FINANCIAL CORP (Form: 10-K, Received: 03/01/2018 15:11:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________________________________

FORM 10-K



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2017,



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-10587

_______________________________________________________

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



Pennsylvania		23-2195389
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



One Penn Square, P. O. Box 4887, Lancaster, Pennsylvania		17604
(Address of principal executive offices)		(Zip Code)

(717) 291-2411

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of exchange on which registered
Common Stock, $2.50 par value		The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by checkmark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by checkmark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):



Large accelerated filer	x	Accelerated filer	¨	Emerging growth company	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting Common Stock held by non-affiliates of the registrant, based on the average bid and asked prices on June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $3.2 billion. The number of shares of the registrant’s Common Stock outstanding on February 15, 2018 was 175,289,000.

Portions of the Definitive Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held on May 21, 2018 are incorporated by reference in Part III.

TABLE OF CONTENTS



Description		Page

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	33
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 8.	Financial Statements and Supplementary Data:
	Consolidated Balance Sheets	75
	Consolidated Statements of Income	76
	Consolidated Statements of Comprehensive Income	77
	Consolidated Statements of Shareholders’ Equity	78
	Consolidated Statements of Cash Flows	79
	Notes to Consolidated Financial Statements	80
	Management Report On Internal Control Over Financial Reporting	133
	Report of Independent Registered Public Accounting Firm	134
	Quarterly Consolidated Results of Operations (unaudited)	136
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	137
Item 9A.	Controls and Procedures	137
Item 9B.	Other Information	137

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	138
Item 11.	Executive Compensation	138
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	138
Item 13.	Certain Relationships and Related Transactions, and Director Independence	138
Item 14.	Principal Accounting Fees and Services	138

PART IV
Item 15.	Exhibits, Financial Statement Schedules	139
Item 16.	Form 10-K Summary	140

	Signatures	141
	Exhibit Index	143

PART I

Item 1. Business

General

Fulton Financial Corporation (the "Corporation") was incorporated under the laws of Pennsylvania on February 8, 1982 and became a bank holding company through the acquisition of all of the outstanding stock of Fulton Bank N.A. ("Fulton Bank") on June 30, 1982. In 2000, the Corporation became a financial holding company as defined in the Gramm-Leach-Bliley Act ("GLB Act"), which gave the Corporation the ability to expand its financial services activities under its holding company structure. See "Competition" and "Supervision and Regulation." The Corporation directly owns 100% of the common stock of six community banks and eight non-bank entities. As of December 31, 2017 , the Corporation had approximately 3,700 full-time equivalent employees.

The common stock of the Corporation is listed for quotation on the Global Select Market of The NASDAQ Stock Market under the symbol FULT. The Corporation’s Internet address is www.fult.com . Electronic copies of the Corporation’s 2017 Annual Report on Form 10-K are available free of charge by visiting "Investor Relations" at www.fult.com . Electronic copies of quarterly reports on Form 10-Q and current reports on Form 8-K are also available at this Internet address. These reports, as well as any amendments thereto, are posted on the Corporation's website as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission ("SEC").

Bank and Financial Services Subsidiaries

The Corporation’s six subsidiary banks are located primarily in suburban or semi-rural geographic markets throughout a five-state region (Pennsylvania, Delaware, Maryland, New Jersey and Virginia). Each of these banking subsidiaries delivers financial services in a highly personalized, community-oriented style that emphasizes relationship banking. Where appropriate, operations are centralized through common platforms and back-office functions. The Corporation has announced that it is developing plans to seek regulatory approval to begin the process of consolidating its six subsidiary banks in connection with a transition to a business model that will be less oriented on geographic boundaries and will instead focus more on alignment with the customer segments the Corporation serves. The Corporation also believes that consolidating its subsidiary banks will enhance its ability to manage risk more efficiently and effectively through a centralized risk management and compliance function. This multi-year process is expected to eventually result in the Corporation conducting its core banking business through a single subsidiary bank. The timing of the commencement of this process will depend significantly on the Corporation and its banking subsidiaries making necessary progress in enhancing a largely centralized compliance program designed to comply with the requirements of the Bank Secrecy Act ("BSA"), as amended by the USA Patriot Act of 2001, as well as related anti-money laundering ("AML") laws and regulations. See Item 1A. "Risk Factors - Legal, Compliance and Reputational Risks - The Corporation intends to seek regulatory approval of the consolidation of our bank subsidiaries, which could result in significant implementation costs and impact our long-term compliance obligations" and "Risk Factors - Legal, Compliance and Reputational Risks - The Corporation and three of its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions."

The Corporation’s subsidiary banks are located in areas that are home to a wide range of manufacturing, distribution, health care and other service companies. The Corporation and its banks are not dependent upon one or a few customers or any one industry, and the loss of any single customer or a few customers would not have a material adverse impact on any of the subsidiary banks. However, a large portion of the Corporation’s loan portfolio is comprised of commercial loans, commercial mortgage loans and construction loans. See Item 1A. "Risk Factors - Economic and Credit Risks - Economic downturns and the composition of the Corporation’s loan portfolio subject the Corporation to credit risk."

Each of the subsidiary banks offers a full range of consumer and commercial banking products and services in its local market area. Personal banking services include various checking account and savings deposit products, certificates of deposit and individual retirement accounts. The subsidiary banks offer a variety of consumer lending products to creditworthy customers in their market areas. Secured consumer loan products include home equity loans and lines of credit, which are underwritten based on loan-to-value limits specified in the Corporation's lending policy. The subsidiary banks also offer a variety of fixed, variable and adjustable rate products, including construction loans and jumbo residential mortgage loans. Residential mortgages are offered through Fulton Mortgage Company, which operates as a division of each subsidiary bank. Consumer loan products also include automobile loans, automobile and equipment leases, personal lines of credit and checking account overdraft protection.

Commercial banking services are provided to small and medium sized businesses (generally with sales of less than $150 million) in the subsidiary banks’ market areas. The Corporation's policies limit the maximum total lending commitment to a single borrower to $50.0 million as of December 31, 2017 , which is below the Corporation’s regulatory lending limit. In addition, the Corporation

has established lower total lending limits based on the Corporation's internal risk rating of the borrower and for certain types of lending commitments. Commercial lending products include commercial, financial, agricultural and real estate loans. Variable, adjustable and fixed rate loans are provided, with variable and adjustable rate loans generally tied to an index, such as the Prime Rate or the London Interbank Offered Rate ("LIBOR"), as well as interest rate swaps. The commercial lending policy of the Corporation's subsidiary banks encourages relationship banking and provides strict guidelines related to customer creditworthiness and collateral requirements for secured loans. In addition, equipment leasing, letters of credit, cash management services and traditional deposit products are offered to commercial customers.

Investment management, trust, brokerage, insurance and investment advisory services are offered to consumer and commercial banking customers in the market areas serviced by the Corporation's subsidiary banks by Fulton Financial Advisors (a division of the Corporation's largest subsidiary, Fulton Bank).

The Corporation’s subsidiary banks deliver their products and services through traditional branch banking, with a network of full service branch offices. Electronic delivery channels include a network of automated teller machines, telephone banking, mobile banking and online banking. The variety of available delivery channels allows customers to access their account information and perform certain transactions, such as depositing checks, transferring funds and paying bills, at virtually any time of the day.

The following table provides certain information for the Corporation’s banking subsidiaries as of December 31, 2017 :



Subsidiary	Main Office Location	Total Assets		Total Deposits		Branches ⁽¹⁾
		(dollars in millions)
Fulton Bank, N.A.	Lancaster, PA	$	11,494	$	8,649	112
Fulton Bank of New Jersey	Mt. Laurel, NJ	4,069		3,480		64
The Columbia Bank	Columbia, MD	2,411		1,910		31
Lafayette Ambassador Bank	Bethlehem, PA	1,577		1,340		21
FNB Bank, N.A.	Danville, PA	354		291		6
Swineford National Bank	Middleburg, PA	328		286		7
						241


(1)	Remote service facilities (mainly stand-alone automated teller machines) are excluded. See additional information in Item 2. "Properties."

Non-Bank Subsidiaries

The Corporation owns 100% of the common stock of five non-bank subsidiaries, which are consolidated for financial reporting purposes: (i) Fulton Financial Realty Company, which holds title to or leases certain properties where Corporation branch offices and other facilities are located; (ii) Central Pennsylvania Financial Corp., which owns limited partnership interests in partnerships invested primarily in low- and moderate-income housing projects; (iii) FFC Management, Inc., which owns certain investment securities and other passive investments; (iv) FFC Penn Square, Inc., which owns trust preferred securities ("TruPS") issued by a subsidiary of Fulton Bank; and (v) Fulton Insurance Services Group, Inc., which engages in the sale of various life insurance products.

The Corporation also owns 100% of the common stock of three non-bank subsidiaries which are not consolidated for financial reporting purposes. The following table provides information for these non-bank subsidiaries, whose sole assets consist of junior subordinated deferrable interest debentures issued by the Corporation, as of December 31, 2017 :



Subsidiary	State of Incorporation	Total Assets
		(in thousands)
Columbia Bancorp Statutory Trust	Delaware	$	6,186
Columbia Bancorp Statutory Trust II	Delaware	4,124
Columbia Bancorp Statutory Trust III	Delaware	6,186

Competition

The banking and financial services industries are highly competitive. Within its geographic region, the Corporation’s subsidiaries face direct competition from other commercial banks, varying in size from local community banks to larger regional and national

banks, credit unions and non-bank entities. As a result of the wide availability of electronic delivery channels, the subsidiary banks also face competition from financial institutions that do not have a physical presence in the Corporation’s geographic markets.

The industry is also highly competitive due to the various types of entities that now compete aggressively for customers that were traditionally served only by the banking industry. Under the current financial services regulatory framework, banks, insurance companies and securities firms may affiliate under a financial holding company structure, allowing their expansion into non-banking financial services activities that had previously been restricted. These activities include a full range of banking, securities and insurance activities, including securities and insurance underwriting, issuing and selling annuities and merchant banking activities. Moreover, the Corporation and its subsidiaries face increased competition from certain non-bank entities, such as financial technology companies and marketplace lenders, which may or may not be subject to the same regulatory compliance obligations as the Corporation. While the Corporation does not currently engage in many of the activities described above, further entry into these businesses may enhance the ability of the Corporation to compete in the future.

Market Share

Deposit market share information is compiled as of June 30 of each year by the Federal Deposit Insurance Corporation ("FDIC"). The Corporation’s banks maintain branch offices in 52 counties across five states. In 15 of these counties, the Corporation ranked in the top five in deposit market share (based on deposits as of June 30, 2017 ). The following table summarizes information about the counties in which the Corporation has branch offices and its market position in each county:



				No. of Financial Institutions		Deposit Market Share (June 30, 2017)
County	State	Population (2018 Est.)	Banking Subsidiary	Banks/ Thrifts	Credit Unions	Rank	%
Lancaster	PA	543,000	Fulton Bank, N.A.	20	13	1	27.3	%
Berks	PA	415,000	Fulton Bank, N.A.	18	11	8	3.6	%
Bucks	PA	626,000	Fulton Bank, N.A.	34	15	14	2.1	%
Centre	PA	163,000	Fulton Bank, N.A.	16	4	10	3.2	%
Chester	PA	520,000	Fulton Bank, N.A.	29	8	13	2.9	%
Columbia	PA	66,000	FNB Bank, N.A.	6	3	5	4.0	%
Cumberland	PA	252,000	Fulton Bank, N.A.	17	5	12	1.9	%
Dauphin	PA	275,000	Fulton Bank, N.A.	17	10	6	5.2	%
Delaware	PA	564,000	Fulton Bank, N.A.	30	13	27	0.3	%
Lebanon	PA	140,000	Fulton Bank, N.A.	12	6	1	31.7	%
Lehigh	PA	366,000	Lafayette Ambassador Bank	21	12	7	4.6	%
Lycoming	PA	114,000	FNB Bank, N.A.	11	10	14	1.0	%
Montgomery	PA	826,000	Fulton Bank, N.A.	39	28	22	0.5	%
Montour	PA	18,000	FNB Bank, N.A.	6	3	2	22.1	%
Northampton	PA	304,000	Lafayette Ambassador Bank	17	12	3	13.1	%
Northumberland	PA	92,000	FNB Bank, N.A.	19	5	7	3.9	%
			Swineford National Bank			13	2.3	%
Schuylkill	PA	142,000	Fulton Bank, N.A.	13	2	10	4.1	%
Snyder	PA	41,000	Swineford National Bank	8	1	2	26.0	%
Union	PA	46,000	Swineford National Bank	10	3	5	7.1	%
York	PA	446,000	Fulton Bank, N.A.	15	13	3	11.3	%
New Castle	DE	561,000	Fulton Bank, N.A.	21	18	11	1.2	%
Sussex	DE	227,000	Fulton Bank, N.A.	17	5	3	8.8	%
Anne Arundel	MD	575,000	The Columbia Bank	28	10	18	0.6	%
Baltimore	MD	835,000	The Columbia Bank	32	16	21	0.8	%
Baltimore City	MD	610,000	The Columbia Bank	26	14	11	0.4	%
Cecil	MD	103,000	The Columbia Bank	7	4	2	13.8	%
Frederick	MD	251,000	The Columbia Bank	17	5	15	0.9	%
Howard	MD	324,000	The Columbia Bank	20	5	4	8.6	%
Montgomery	MD	1,058,000	The Columbia Bank	30	25	29	0.2	%
Prince George's	MD	916,000	The Columbia Bank	19	24	21	0.6	%
Washington	MD	151,000	The Columbia Bank	11	4	2	21.3	%
Atlantic	NJ	269,000	Fulton Bank of New Jersey	14	7	11	1.8	%
Burlington	NJ	449,000	Fulton Bank of New Jersey	20	11	14	1.2	%
Camden	NJ	509,000	Fulton Bank of New Jersey	21	11	11	2.4	%
Cumberland	NJ	152,000	Fulton Bank of New Jersey	12	5	13	1.9	%
Gloucester	NJ	293,000	Fulton Bank of New Jersey	23	5	2	13.8	%



				No. of Financial Institutions		Deposit Market Share (June 30, 2017)
County	State	Population (2018 Est.)	Banking Subsidiary	Banks/ Thrifts	Credit Unions	Rank	%
Hunterdon	NJ	124,000	Fulton Bank of New Jersey	17	7	9	2.7	%
Mercer	NJ	371,000	Fulton Bank of New Jersey	25	20	17	0.9	%
Middlesex	NJ	841,000	Fulton Bank of New Jersey	45	26	27	0.3	%
Monmouth	NJ	625,000	Fulton Bank of New Jersey	27	11	25	0.7	%
Morris	NJ	499,000	Fulton Bank of New Jersey	35	16	14	1.4	%
Ocean	NJ	597,000	Fulton Bank of New Jersey	20	8	15	1.2	%
Salem	NJ	63,000	Fulton Bank of New Jersey	7	4	1	26.9	%
Somerset	NJ	335,000	Fulton Bank of New Jersey	26	11	10	2.3	%
Warren	NJ	106,000	Fulton Bank of New Jersey	12	3	5	7.7	%
Chesapeake City	VA	242,000	Fulton Bank, N.A.	13	7	10	1.6	%
Fairfax	VA	1,146,000	Fulton Bank, N.A.	37	29	42	—	%
Henrico	VA	328,000	Fulton Bank, N.A.	24	14	23	0.5	%
Manassas	VA	42,000	Fulton Bank, N.A.	12	4	10	1.9	%
Newport News	VA	183,000	Fulton Bank, N.A.	12	7	12	0.7	%
Richmond City	VA	227,000	Fulton Bank, N.A.	16	10	15	0.2	%
Virginia Beach	VA	456,000	Fulton Bank, N.A.	15	13	10	1.6	%

Supervision and Regulation

The Corporation and its subsidiaries operate in an industry that is subject to laws and regulations that are enforced by a number of federal and state agencies. Changes in these laws and regulations, including interpretation and enforcement activities, could impact the cost of operating in the financial services industry, limit or expand permissible activities or affect competition among banks and other financial institutions.

The Corporation is a registered financial holding company under the Bank Holding Company Act of 1956, as amended ("BHCA") and is regulated, supervised and examined by the Board of Governors of the Federal Reserve System ("Federal Reserve Board"). The Corporation's subsidiary banks are depository institutions whose deposits are insured by the FDIC. The following table summarizes the charter types and primary regulators for each of the Corporation’s subsidiary banks:



Subsidiary	Charter	Primary Regulator(s)
Fulton Bank, N.A.	National	OCC
Fulton Bank of New Jersey	NJ	NJ/FDIC
The Columbia Bank	MD	MD/FDIC
Lafayette Ambassador Bank	PA	PA/Federal Reserve
FNB Bank, N.A.	National	OCC
Swineford National Bank	National	OCC

OCC - Office of the Comptroller of the Currency

Federal statutes that apply to the Corporation and its subsidiaries include the GLB Act, the BHCA, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), the Federal Reserve Act, the National Bank Act and the Federal Deposit Insurance Act, among others. In general, these statutes, regulations promulgated thereunder, and related interpretations establish the eligible business activities of the Corporation, certain acquisition and merger restrictions, limitations on intercompany transactions, such as loans and dividends, cash reserve requirements, lending limitations, compliance with unfair, deceptive and abusive acts and practices prohibitions, limitations on investments, and capital adequacy requirements, among other things.

The following discussion is general in nature and seeks to highlight some of the more significant of the regulatory requirements to which the Corporation and its subsidiaries are subject, but does not purport to be complete or to describe all laws and regulations that are applicable.

BHCA - The Corporation is subject to regulation and examination by the Federal Reserve Board, and is required to file periodic reports and to provide additional information that the Federal Reserve Board may require. The BHCA regulates activities of bank holding companies, including requirements and limitations relating to capital, transactions with officers, directors and affiliates, securities issuances, dividend payments, extensions of credit, among others. The BHCA permits the Federal Reserve Board, in certain circumstances, to issue cease and desist orders and other enforcement actions against bank holding companies (and their non-banking affiliates) to correct or curtail unsafe or unsound banking practices. In addition, the Federal Reserve Board must approve certain proposed changes in organizational structure or other business activities before they occur. The BHCA imposes certain restrictions upon the Corporation regarding the acquisition of substantially all of the assets of, or direct or indirect ownership or control of, any bank for which it is not already the majority owner. In addition, under the Dodd-Frank Act and longstanding Federal Reserve Board policy, bank holding companies are required to act as a source of financial strength to each of their banking subsidiaries pursuant to which such holding company may be required to commit financial resources to support such subsidiaries in circumstances when, absent such requirements, they might not otherwise do so.

Dodd-Frank Act - The Dodd-Frank Act was enacted in July 2010 and resulted in significant financial regulatory reform. The Dodd-Frank Act also changed the responsibilities of the current federal banking regulators. Among other things, the Dodd-Frank Act established increased compliance obligations across a number of areas of the banking business and created the Financial Stability Oversight Council, with oversight authority for monitoring systemically important financial institutions ("SIFIs") and regulating systemic risk, and the Consumer Financial Protection Bureau ("CFPB"), which has broad regulatory and enforcement powers over consumer financial products and services. The CFPB is responsible for administering and enforcing numerous federal consumer financial laws enumerated in the Dodd-Frank Act. The CFPB has exclusive or primary supervision, examination and enforcement authority over banks with total assets of more than $10 billion with respect to compliance with federal consumer financial laws. As of March 31, 2017, the Corporation's largest subsidiary bank, Fulton Bank, had $10.8 billion in total assets and had total assets in excess of $10 billion for the previous four consecutive quarters, and accordingly, it and the Corporation's other subsidiary banks are subject to the supervision, examination and enforcement jurisdiction of the CFPB with respect to federal consumer financial laws.

Stress Testing - In accordance with Federal Reserve Board rules governing company-run stress testing, the Corporation is required to conduct an annual stress test in the manner specified, and using assumptions for baseline, adverse and severely adverse scenarios announced by the Federal Reserve Board. The stress test is designed to assess the potential impact of the various scenarios on the Corporation's earnings, capital levels and capital ratios over a nine-quarter time horizon. The Corporation's board of directors and its senior management are required to consider the results of the stress test in the normal course of business, including as part of the Corporation's capital planning process and the evaluation of the adequacy of its capital, and to disclose summary stress test results to the public. The Corporation believes that both the quality and magnitude of its capital base are sufficient to support its current operations given its risk profile. The results of the annual stress testing process did not lead the Corporation to raise additional capital or alter the mix of its capital components. Pursuant to final rules published in October 2014 and December 2015, the Federal Reserve Board modified the start date of the stress test cycles so that, beginning in 2016, stress tests must be conducted using financial data as of December 31 of the prior year, the results of the stress test must be reported to the Federal Reserve Board on or before July 31 and a summary of the results of the stress test must be publicly disclosed between October 15 and October 31. The Corporation timely submitted its stress test report to the Federal Reserve Board before its required date of July 31, 2017, and a summary of the results was publicly disclosed on October 18, 2017, as required by the final rules.

Under similar rules adopted by the Office of the Comptroller of the Currency ("OCC"), the primary regulator of Fulton Bank, national banks with total consolidated assets of more than $10 billion are also required to conduct annual stress tests. A national bank becomes subject to the annual stress testing requirement when the institution's total consolidated assets, calculated as the average of the institution's total consolidated assets, as reported on the institution's quarterly Call Reports, for the most recent four consecutive quarters exceeds $10 billion. As of March 31, 2017, Fulton Bank had $10.8 billion in total consolidated assets and had maintained a level of assets in excess of $10 billion for four consecutive quarters. Accordingly, Fulton Bank is required to conduct annual stress tests in accordance with the OCC rules and as a result, will be required to submit its first stress test report to the OCC on or before July 31, 2018.

Consumer Financial Protection Laws and Enforcement - The CFPB and the federal banking agencies continue to focus attention on consumer protection laws and regulations. The CFPB is responsible for promoting fairness and transparency for mortgages, credit cards, deposit accounts and other consumer financial products and services and for interpreting and enforcing the federal consumer financial laws that govern the provision of such products and services. Federal consumer financial laws enforced by the CFPB include, but are not limited to, the Equal Credit Opportunity Act ("ECOA"), Truth in Lending Act ("TILA"), the Truth in Savings Act, HMDA, Real Estate Settlement Procedures Act ("RESPA"), the Fair Debt Collection Practices Act, and the Fair Credit Reporting Act. The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services. As a residential mortgage lender,

the Corporation and its bank subsidiaries are subject to multiple federal consumer protection statutes and regulations, including, but not limited to, those referenced above.

In particular, fair lending laws prohibit discrimination in the provision of banking services, and the enforcement of these laws has been an increasing focus for the CFPB, the Department of Housing and Urban Development ("HUD"), and other regulators. Fair lending laws include ECOA and the Fair Housing Act ("FHA"), which outlaw discrimination in credit and residential real estate transactions on the basis of prohibited factors including, among others, race, color, national origin, gender, and religion. A lender may be liable for policies that result in a disparate treatment of, or have a disparate impact on, a protected class of applicants or borrowers. If a pattern or practice of lending discrimination is alleged by a regulator, then that agency may refer the matter to the U.S. Department of Justice ("DOJ") for investigation. Failure to comply with these and similar statutes and regulations can result in the Corporation and its bank subsidiaries becoming subject to formal or informal enforcement actions, the imposition of civil money penalties and consumer litigation.

The CFPB has exclusive examination and primary enforcement authority with respect to compliance with federal consumer financial protection laws and regulations by institutions under its supervision and is authorized, individually or jointly with the federal bank regulatory agencies, to conduct investigations to determine whether any person is, or has, engaged in conduct that violates such laws or regulations. The CFPB may bring an administrative enforcement proceeding or civil action in federal district court. In addition, in accordance with a memorandum of understanding entered into between the CFPB and the DOJ, the two agencies have agreed to coordinate efforts related to enforcing the fair lending laws, which includes information sharing and conducting joint investigations; however, as a result of recent leadership changes at the DOJ and CFPB, as well as changes in the enforcement policies and priorities of each agency, the extent to which such coordination will continue to occur in the near term is uncertain. As an independent bureau funded by the Federal Reserve Board, the CFPB may impose requirements that are more stringent than those of the other bank regulatory agencies.

As an insured depository institution with total assets of more than $10 billion, Fulton Bank and the Corporation's other subsidiary banks are subject to the CFPB’s supervisory and enforcement authorities. The Dodd-Frank Act also permits states to adopt stricter consumer protection laws and state attorneys general to enforce consumer protection rules issued by the CFPB. As a result, the Corporation's subsidiary banks operate in a stringent consumer compliance environment and may incur additional costs related to consumer protection compliance, including but not limited to potential costs associated with CFPB examinations, regulatory and enforcement actions and consumer-oriented litigation. The CFPB, other financial regulatory agencies, including the OCC, as well as the DOJ, have, over the past several years, pursued a number of enforcement actions against depository institutions with respect to compliance with fair lending laws.

Ability-to-pay rules and qualified mortgages - As required by the Dodd-Frank Act, the CFPB issued a series of final rules amending Regulation Z, implementing TILA, which require mortgage lenders to make a reasonable and good faith determination, based on verified and documented information, that a consumer applying for a residential mortgage loan has a reasonable ability to repay the loan according to its terms. These final rules prohibit creditors, such as the Corporation's bank subsidiaries, from extending residential mortgage loans without regard for the consumer's ability to repay and add restrictions and requirements to residential mortgage origination and servicing practices. In addition, these rules restrict the imposition of prepayment penalties and compensation practices relating to residential mortgage loan origination. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider eight underwriting factors when making the credit decision. The mortgage lender may also originate "qualified mortgages," which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a qualified mortgage is a residential mortgage loan that does not have certain high risk features, such as negative amortization, interest-only payments, balloon payments, or a term exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount, and the borrower’s total debt-to-income ratio must be no higher than 43% (subject to certain limited exceptions for loans eligible for purchase, guarantee or insurance by a government sponsored enterprise or a federal agency).

Integrated disclosures under the Real Estate Settlement Procedures Act and the Truth in Lending Act - As required by the Dodd-Frank Act, the CFPB issued final rules revising and integrating previously separate disclosures required under RESPA and TILA in connection with certain closed-end consumer mortgage loans. These final rules became effective August 1, 2015 and require lenders to provide a new loan estimate, combining content from the former good faith estimate required under RESPA and the initial disclosures required under TILA, not later than the third business day after submission of a loan application, and a new closing disclosure, combining content of the former HUD-1 Settlement Statement required under RESPA and the final disclosures required under TILA, at least three days prior to the loan closing. The CFPB issued proposed amendments to the requirements in July 2016, which were finalized in July 2017.

Volcker Rule - As mandated by Section 619 of the Dodd-Frank Act (the "Volcker Rule"), the federal banking agencies, the SEC and Commodity Futures Trading Commission issued final rules in December 2013 (the "Final Rules") that prohibit banking entities

from (1) engaging in short-term proprietary trading for their own accounts, and (2) having certain ownership interests in, and relationships with, hedge funds or private equity funds, which are referred to as "covered funds." The Final Rules generally treat as a covered fund any entity that, absent the applicability of a separate exclusion, would be an "investment company" under the Investment Company Act of 1940 (the "1940 Act") but for the application of the exemptions from SEC registration set forth in Section 3(c)(1) (fewer than 100 beneficial owners) or Section 3(c)(7) (qualified purchasers) of the 1940 Act. The Final Rules also require regulated entities to establish an internal compliance program that is consistent with the extent to which it engages in proprietary trading and covered fund activities covered by the Volcker Rule. Although the Final Rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Corporation. In December 2014, the Federal Reserve Board extended, until July 21, 2016, the date by which banking entities must conform their covered fund activities and investments to the requirements of the Final Rules, and in July 2016, the Federal Reserve Board granted an additional one-year extension of the conformance period to July 21, 2017.

In addition, in August 2017, the OCC published a notice and request for comment on whether certain aspects of the Volcker Rule should be revised to better accomplish the purposes the Dodd-Frank Act while decreasing the compliance burden on banking organizations and fostering economic growth. The request for comment invited input on ways in which to tailor the Volcker Rule’s requirements and clarify key provisions that define prohibited and permissible activities, as well as input on how the federal regulatory agencies could implement the existing Volcker Rule more effectively without revising the Final Rules. Specifically, the OCC requested comments on the scope of entities subject to the Volcker Rule, the proprietary trading prohibition, the covered funds prohibition, and the compliance program and metrics reporting requirements. We cannot predict whether regulations that would simplify compliance with the Final Rules will be adopted or, if such regulations were to be adopted, the extent to which they would reduce our compliance burdens.

The Corporation does not engage in proprietary trading or in any other activities prohibited by the Final Rules, and, based on the Corporation's evaluation of its investments, none fell within the definition of a "covered fund" and none needed to be disposed of by July 31, 2017. The Corporation does not currently expect that the Final Rules will have a material effect on its business, financial condition or results of operations.

Capital Requirements - There are a number of restrictions on financial and bank holding companies and FDIC-insured depository subsidiaries that are designed to minimize potential loss to depositors and the FDIC insurance funds. Also, a bank holding company is required to serve as a source of financial strength to its depository institution subsidiaries and to commit resources to support such institutions in circumstances where it might not do so absent such policy. Under the BHCA, the Federal Reserve Board has the authority to require a bank holding company to terminate any activity or to relinquish control of a non-bank subsidiary upon the Federal Reserve Board’s determination that such activity or control constitutes a serious risk to the financial soundness and stability of a depository institution subsidiary of the bank holding company.

The Basel Committee on Banking Supervision ("Basel") is a committee of central banks and bank regulators from major industrialized countries that develops broad policy guidelines for use by each country’s regulators with the purpose of ensuring that financial institutions have adequate capital given the risk levels of assets and off-balance sheet financial instruments. In December 2010, Basel released frameworks for strengthening international capital and liquidity regulations, referred to as Basel III.

In July 2013, the Federal Reserve Board approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.

The minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and will be fully phased in on January 1, 2019.

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:


•	Meet a minimum Common Equity Tier 1 ("CET1") capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;


•	Continue to require a minimum Total capital ratio of 8.00% of risk-weighted assets and a 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, have been phased out as a component of Tier 1 capital for institutions of the Corporation's size.

The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expand the risk-weightings for assets and off balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures and resulting in higher risk weights for a variety of asset categories. In November 2017, the federal banking agencies adopted a final rule to extend the regulatory capital treatment applicable during 2017 under Basel III for certain items, including regulatory capital deductions, risk weights, and certain minority interest limitations. The relief provided under the final rule applies to banking organizations that are not subject to the capital rules’ advanced approaches, such as the Corporation. Specifically, the final rule extends the current regulatory capital treatment of mortgage servicing assets ("MSAs"), deferred tax assets ("DTAs") arising from temporary differences that could not be realized through net operating loss carrybacks, significant investments in the capital of unconsolidated financial institutions in the form of common stock, non-significant investments in the capital of unconsolidated financial institutions, significant investments in the capital of unconsolidated financial institutions that are not in the form of common stock, and CET1 minority interest, tier 1 minority interest, and total capital minority interest exceeding applicable minority interest limitations.

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements. The required minimum capital conservation buffer began to be phased in incrementally, starting at 0.625%, on January 1, 2016, increasing to 1.25% on January 1, 2017, and will continue to increase, to 1.875% on January 1, 2018 and 2.50% on January 1, 2019. The rules provide that the failure to maintain the "capital conservation buffer" will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As a result, under the U.S. Basel III Capital Rules, if any of the Corporation's bank subsidiaries fails to maintain the required minimum capital conservation buffer, the Corporation will be subject to limits, and possibly prohibitions, on its ability to obtain capital distributions from such subsidiaries. If the Corporation does not receive sufficient cash dividends from its bank subsidiaries, it may not have sufficient funds to pay dividends on its capital stock, service its debt obligations or repurchase its common stock. In addition, the restrictions on payments of discretionary cash bonuses to executive officers may make it more difficult for the Corporation to retain key personnel. As of December 31, 2017, the Corporation met the fully-phased in minimum capital requirements, including the new capital conservation buffer, as prescribed in the U.S. Basel III Capital Rules.

In October 2017, the federal banking agencies issued a notice of proposed rulemaking on simplifications to Basel III, a majority of which would apply solely to banking organizations that are not subject to the advanced approaches capital rules. Under the proposed rulemaking, non-advanced approaches banking organizations, such as the Corporation and Fulton Bank, would apply a simpler regulatory capital treatment for MSAs, certain DTAs, investments in the capital of unconsolidated financial institutions, and capital issued by a consolidated subsidiary of a banking organization and held by third parties. Specifically, the proposed rulemaking would eliminate: (i) the 10 percent CET1 capital deduction threshold that applies individually to MSAs, temporary difference DTAs, and significant investments in the capital of unconsolidated financial institutions in the form of common stock; (ii) the aggregate 15 percent CET1 capital deduction threshold that subsequently applies on a collective basis across such items; (iii) the 10 percent CET1 capital deduction threshold for non-significant investments in the capital of unconsolidated financial institutions; and (iv) the deduction treatment for significant investments in the capital of unconsolidated financial institutions not in the form of common stock. Basel III would no longer have distinct treatments for significant and non-significant investments in the capital of unconsolidated financial institutions, but instead would require that non-advanced approaches banking organizations deduct from CET1 capital any amount of MSAs, temporary difference DTAs, and investments in the capital of unconsolidated financial institutions that individually exceeds 25 percent of CET1 capital. The proposed rulemaking also includes revisions to the treatment of certain acquisition, development, or construction exposures that are designed to address comments regarding the current definition of high volatility commercial real estate exposure under the capital rule’s standardized approach.

In December 2017, the Basel Committee on Banking Supervision published the last version of the Basel III accord, generally referred to as "Basel IV." The Basel Committee stated that a key objective of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets, which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk, which will facilitate the comparability of banks’ capital ratios; constraining the use of internally-modeled approaches; and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the Federal Reserve Board, OCC, and FDIC, who are tasked with implementing Basel IV, supported the revisions. Although it is uncertain at this time, we anticipate some, if not all, of the Basel IV accord may be incorporated into the capital requirements framework applicable to the Corporation and Fulton Bank.

The Basel III liquidity framework also includes new liquidity requirements that require financial institutions to maintain increased levels of liquid assets or alter their strategies for liquidity management. The Basel III liquidity framework requires banks and bank holding companies to measure their liquidity against specific ratios. In September 2014, the Federal Reserve Board approved final rules (the "U.S. Liquidity Coverage Ratio Rule") implementing portions of the Basel III liquidity framework for large, internationally active banking organizations, generally those having $250 billion or more in total assets, and similar, but less stringent, rules, applicable to bank holding companies with consolidated assets of $50 billion or more. The U.S. Liquidity Coverage Ratio Rule requires banking organizations to maintain a Liquidity Coverage Ratio ("LCR") that is designed to ensure that sufficient

high quality liquid resources are available for a one month period in case of a stress scenario. Impacted financial institutions were required to be compliant with the U.S. Liquidity Coverage Ratio Rule by January 1, 2017. The Corporation’s total assets and the scope of its operations do not currently meet the thresholds set forth in the U.S. Liquidity Coverage Ratio Rule, and, as a result of which the Corporation is not currently required to maintain a minimum LCR.

The Basel III liquidity framework also introduced a second ratio, referred to as the Net Stable Funding Ratio ("NSFR"), which is designed to promote funding resiliency over longer-term time horizons by creating additional incentives for banks to fund their activities with more stable sources of funding on an ongoing structural basis. The federal banking agencies published a notice of proposed rulemaking regarding the NSFR in May 2016. In June 2017, the U.S. Treasury Department ("UST") recommended a delay in the implementation of the proposed NSFR out of concern that the rule could be duplicative of the liquidity requirements discussed above and could therefore impose unnecessary compliance costs upon banking organizations. Accordingly, the prospects for final implementation of the federal banking agencies’ proposed NSFR are uncertain at this time. Because of the Corporation's size, neither the U.S. Liquidity Coverage Ratio Rule nor any additional proposed rules under the Basel III liquidity framework are applicable to it.

Prompt Corrective Regulatory Action - The Federal Deposit Insurance Corporation Improvement Act ("FDICIA") established a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system, the federal bank regulators are required to take certain, and authorized to take other, supervisory actions against undercapitalized institutions, based upon five categories of capitalization which FDICIA created: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized," the severity of which depends upon the institution’s degree of capitalization. Generally, a capital restoration plan must be filed with the institution’s primary federal regulator within 45 days of the date an institution receives notice that it is "undercapitalized," "significantly undercapitalized" or "critically undercapitalized," and the plan must be guaranteed by any parent holding company. In addition, various mandatory supervisory actions become immediately applicable to the institution, including restrictions on growth of assets and other forms of expansion. An insured depository institution is treated as well capitalized if its total risk-based capital ratio is 10.00% or greater, its Tier 1 risk-based capital ratio is 8.00% or greater, its CET1 risk-based capital ratio is 6.50% or greater and its Tier 1 leverage capital ratio is 5.00% or greater, and it is not subject to any order or directive to meet a specific capital level. As of December 31, 2017, each of the Corporation’s bank subsidiaries’ capital ratios was above the minimum levels required to be considered "well capitalized" by its primary federal regulator.

Loans and Dividends from Subsidiary Banks - There are various restrictions on the extent to which the Corporation's bank subsidiaries can make loans or extensions of credit to, or enter into certain transactions with, its affiliates, which would include the Corporation and its non-banking subsidiaries. In general, these restrictions require that such loans be secured by designated amounts of specified collateral, are limited, as to any one of the Corporation or its non-bank subsidiaries, to 10% of the lending bank’s regulatory capital (20% in the aggregate to all such entities) and satisfy certain qualitative limitations, including that any covered extension of credit be made on an arm’s length basis. The Dodd-Frank Act expanded these restrictions to cover securities lending, repurchase agreement and derivatives activities that the Corporation’s bank subsidiaries may have with an affiliate.

For safety and soundness reasons, banking regulations also limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of dividends. Dividend limitations vary, depending on the subsidiary bank’s charter and whether or not it is a member of the Federal Reserve System. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels. Additionally, limits may exist on paying dividends in excess of net income for specified periods. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding regulatory capital and dividend and loan limitations.

Federal Deposit Insurance - Substantially all of the deposits of the Corporation’s subsidiary banks are insured up to the applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC, generally up to $250,000 per insured depositor. The Corporation’s subsidiary banks pay deposit insurance premiums based on assessment rates established by the FDIC. The FDIC has established a risk-based assessment system under which institutions are classified and pay premiums according to their perceived risk to the DIF. An institution’s base assessment rate is generally subject to following adjustments: (1) a decrease for the institution’s long-term unsecured debt, including most senior and subordinated debt, (2) an increase for brokered deposits above a threshold amount and (3) an increase for unsecured debt held that is issued by another insured depository institution. In addition, the FDIC possesses backup enforcement authority over a depository institution holding company, such as the Corporation, if the conduct or threatened conduct of such holding company poses a risk to the DIF, although such authority may not be used if the holding company is generally in sound condition and does not pose a foreseeable and material risk to the DIF.

On April 1, 2011, as required by the Dodd-Frank Act, the deposit insurance assessment base changed from total domestic deposits to average total assets, minus average tangible equity. In addition, the FDIC also created a two scorecard system, one for large

depository institutions that have $10 billion or more in assets and another for highly complex institutions that have $50 billion or more in assets. As of July 1, 2017, the Corporation’s largest subsidiary bank, Fulton Bank, became subject to a modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear the cost of raising the FDIC reserve ratio to 1.35% as required by the Dodd-Frank Act.

The FDIC annually establishes for the DIF a designated reserve ratio, or DRR, of estimated insured deposits. The FDIC has announced that the DRR for 2018 will remain at 2.00%, which is the same ratio that has been in effect since January 1, 2011. The FDIC is authorized to change deposit insurance assessment rates as necessary to maintain the DRR, without further notice-and-comment rulemaking, provided that: (1) no such adjustment can be greater than three basis points from one quarter to the next, (2) adjustments cannot result in rates more than three basis points above or below the base rates and (3) rates cannot be negative.

The Dodd-Frank Act increased the minimum DIF reserve ratio to 1.35% of insured deposits, which must be reached by September 30, 2020, and provides that, in setting the assessment rates necessary to meet the new requirement, the FDIC shall offset the effect of this provision on insured depository institutions with total consolidated assets of less than $10 billion, so that more of the cost of raising the reserve ratio will be borne by the institutions with more than $10 billion in assets. In October 2010, the FDIC adopted a restoration plan to ensure that the DIF reserve ratio reaches 1.35% by September 30, 2020.

On October 22, 2015, the FDIC issued a proposal to increase the reserve ratio for the DIF to the minimum level of 1.35% as required by the Reform Act. The FDIC adopted the final rule, which became effective on July 1, 2016, that imposes on insured depository institutions with $10 billion or more in total consolidated assets (such as Fulton Bank) a quarterly surcharge equal to an annual rate of 4.5 basis points applied to the deposit insurance assessment base, after making certain adjustments. In addition, the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), which was signed into law on December 22, 2017, disallows the deduction of FDIC deposit insurance premium payments for banking organizations with total consolidated assets of $50 billion or more. For banks with less than $50 billion in total consolidated assets, such as Fulton Bank, the premium deduction is phased out based on the proportion of the bank’s assets exceeding $10 billion. See discussion under Item 1.A. "Risk Factors - The financial services industry, as well as the broader economy, may be subject to new legislation which could result in significant changes in banking and financial services regulation."

AML Requirements and the USA Patriot Act - Anti-terrorism legislation enacted under the USA Patriot Act of 2001 ("Patriot Act") amended the BSA and expanded the scope of AML laws and regulations, imposing significant new compliance obligations for financial institutions, including the Corporation’s subsidiary banks. The Patriot Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened AML requirements. By way of amendments to the BSA, Title III of the Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, these regulations impose affirmative obligations on a wide range of financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.

Among other requirements, the Patriot Act and the related regulations impose the following requirements with respect to financial institutions:


•	Establishment of AML programs;


•	Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time;


•	Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and


•	Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.

Failure to comply with the requirements of the Patriot Act and other AML laws and regulations could have serious legal, financial, regulatory and reputational consequences. In addition, bank regulators will consider a holding company’s effectiveness in combating money laundering when ruling on BHCA and Bank Merger Act applications. In May 2016, the regulations implementing the BSA were amended to explicitly include risk-based procedures for conducting ongoing customer due diligence, to include understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile. In addition, banks must identify and verify the identity of the beneficial owners of all legal entity customers (other than those that are excluded) at the time a new account is opened (other than accounts that are exempted). The Corporation and its banking subsidiaries must comply with these amendments and new requirements by May 11, 2018. The Corporation has adopted policies, procedures and controls to address compliance with the Patriot Act and will continue to revise and update its policies, procedures and controls to reflect required changes (including the May 2016 amendments).

The Corporation and three of its banking subsidiaries are currently subject to regulatory enforcement orders (the "Consent Orders") issued by bank regulatory agencies relating to identified deficiencies in a largely centralized compliance program (the "BSA/AML Compliance Program") designed to comply with the BSA, the Patriot Act and related anti-money laundering regulations (the "BSA/AML Requirements"). The Consent Orders require, among other things, that the Corporation and its banking subsidiaries review, assess and take actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements. See Item 1A. "Risk Factors - Legal, Compliance and Reputational Risks - "The Corporation and three of its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions;" and Note-17 Commitments and Contingencies - Legal Proceedings," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Commercial Real Estate Guidance - In December 2015, the federal banking agencies released a statement entitled "Statement on Prudent Risk Management for Commercial Real Estate Lending" (the "CRE Statement"). In the CRE Statement, the agencies express concerns with institutions which ease commercial real estate underwriting standards, direct financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks, and indicate that they will continue to pay special attention to commercial real estate lending activities and concentrations going forward. The agencies previously issued guidance in December 2006, entitled "Interagency Guidance on Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices," which states that an institution is potentially exposed to significant commercial real estate concentration risk, and should employ enhanced risk management practices, where (1) total commercial real estate loans represents 300% or more of its total capital and (2) the outstanding balance of such institution's commercial real estate loan portfolio has increased by 50% or more during the prior 36 months.

Community Reinvestment - Under the Community Reinvestment Act ("CRA"), each of the Corporation’s subsidiary banks has a continuing and affirmative obligation, consistent with its safe and sound operation, to ascertain and meet the credit needs of its entire community, including low and moderate income areas. The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires an institution’s primary federal regulator, in connection with its examination of the institution, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The assessment focuses on three tests: (1) a lending test, to evaluate the institution’s record of making loans, including community development loans, in its designated assessment areas; (2) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low- or moderate-income individuals and areas and small businesses; and (3) a service test, to evaluate the institution’s delivery of banking services throughout its CRA assessment area, including low- and moderate-income areas. The CRA also requires all institutions to make public disclosure of their CRA ratings. As of December 31, 2017 , all of the Corporation’s subsidiary banks are rated at least as "satisfactory." Regulations require that the Corporation’s subsidiary banks publicly disclose certain agreements that are in fulfillment of CRA. None of the Corporation’s subsidiary banks are party to any such agreements at this time.

Standards for Safety and Soundness - Pursuant to the requirements of FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994 ("Riegle-Neal Act"), the federal bank regulatory agencies adopted guidelines establishing general standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. An institution must submit a compliance plan to its regulator if it is notified that it is not satisfying any such safety and soundness standards. If the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the regulator must issue an order directing corrective actions and may issue an order directing other actions of the types to which a significantly undercapitalized institution is subject under the "prompt corrective action" provisions of FDICIA. If the institution fails to comply with such an order, the regulator may seek to enforce such order in judicial proceedings and to impose civil money penalties.

The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. In July 2010, the federal banking agencies issued Guidance on Sound Incentive Compensation Policies ("Guidance") that applies to all banking organizations supervised by the agencies (thereby including both the Corporation and its banking subsidiaries). Pursuant to the Guidance, to be consistent with safety and soundness principles, a banking organization’s incentive compensation arrangements should: (1) provide employees with incentives that appropriately balance risk and reward; (2) be compatible with effective controls and risk management; and (3) be supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a

banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.

Section 956 of the Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities that encourage inappropriate risk-taking by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. The federal banking agencies issued such proposed rules in April 2011 and issued a revised proposed rule in June 2016, implementing the requirements and prohibitions set forth in Section 956. The revised proposed rule would apply to all banks, among other institutions, with at least $1 billion in average total consolidated assets, for which it would go beyond the existing Guidance to (i) prohibit certain types and features of incentive-based compensation arrangements for senior executive officers, (ii) require incentive-based compensation arrangements to adhere to certain basic principles to avoid a presumption of encouraging inappropriate risk, (iii) require appropriate board or committee oversight, (iv) establish minimum record keeping and (v) mandate disclosures to the appropriate federal banking agency.

Privacy Protection and Cybersecurity - The Corporation’s bank subsidiaries are subject to regulations implementing the privacy protection provisions of the GLB Act. These regulations require each of the Corporation’s bank subsidiaries to disclose its privacy policy, including identifying with whom it shares "nonpublic personal information," to customers at the time of establishing the customer relationship and annually thereafter. The regulations also require each bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, to the extent its sharing of such information is not covered by an exception, each bank is required to provide its customers with the ability to "opt-out" of having the bank share their nonpublic personal information with unaffiliated third parties.

The Corporation’s bank subsidiaries are subject to regulatory guidelines establishing standards for safeguarding customer information. These regulations implement certain provisions of the GLB Act. The guidelines describe the federal bank regulatory agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services. In October 2016, the federal banking agencies issued an advance notice of proposed rulemaking on enhanced cybersecurity risk-management and resilience standards that would apply to large and interconnected banking organizations and to services provided by third parties to these firms. These enhanced standards would apply only to depository institutions and depository institution holding companies with total consolidated assets of $50 billion or more. The federal banking agencies have not yet taken further action on these proposed standards.

Federal Reserve System - Federal Reserve Board regulations require depository institutions to maintain cash reserves against their transaction accounts (primarily NOW and demand deposit accounts). A reserve of 3% must be maintained against aggregate transaction account balances of between $16 million and $122.3 million (subject to adjustment by the Federal Reserve Board) plus a reserve of 10% (subject to adjustment by the Federal Reserve Board within a range of between 8% and 14%) against that portion of total transaction account balances in excess of $122.3 million. The first $16 million of otherwise reservable balances (subject to adjustment by the Federal Reserve Board) is exempt from the reserve requirements. Each of the Corporation’s bank subsidiaries is in compliance with the foregoing requirements.

Required reserves must be maintained in the form of either vault cash, an account at a Federal Reserve Bank or a pass-through account as defined by the Federal Reserve Board. Pursuant to the Emergency Economic Stabilization Act of 2008, the Federal Reserve Banks pay interest on depository institutions’ required and excess reserve balances. The interest rate paid on required reserve balances is currently the average target federal funds rate over the reserve maintenance period. The rate on excess balances will be set equal to the lowest target federal funds rate in effect during the reserve maintenance period.

Activities and Acquisitions - The BHC Act requires a bank holding company to obtain the prior approval of the Federal Reserve Board before:


•	the company may acquire direct or indirect ownership or control of any voting shares of any bank or savings and loan association, if after such acquisition the bank holding company will directly or indirectly own or control more than five percent of any class of voting securities of the institution;


•	any of the company’s subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank or savings and loan association; or


•	the company may merge or consolidate with any other bank or financial holding company.

The Riegle-Neal Act generally permits bank holding companies to acquire banks in any state, and preempts all state laws restricting the ownership by a holding company of banks in more than one state. The Riegle-Neal Act also permits a bank to merge with an out-of-state bank and convert any offices into branches of the resulting bank, acquire branches from an out-of-state bank, and establish and operate de novo interstate branches whenever the host state permits de novo branching of its own state-chartered banks.

Bank or financial holding companies and banks seeking to engage in mergers authorized by the Reigle-Neal Act must be at least adequately capitalized as of the date that the application is filed, and the resulting institution must be well-capitalized and managed upon consummation of the transaction.

The Change in Bank Control Act prohibits a person, entity or group of persons or entities acting in concert, from acquiring "control" of a bank holding company or bank unless the Federal Reserve Board has been given prior notice and has not objected to the transaction. Under Federal Reserve Board regulations, the acquisition of 10% or more (but less than 25%) of the voting stock of a corporation would, under the circumstances set forth in the regulations, create a rebuttable presumption of acquisition of control of the corporation.

Federal Securities Laws - The Corporation is subject to the periodic reporting, proxy solicitation, tender offer, insider trading, corporate governance and other requirements under the Securities Exchange Act of 1934. Among other things, the federal securities laws require management to issue a report on the effectiveness of its internal controls over financial reporting. In addition, the Corporation’s independent registered public accountants are required to issue an opinion on the effectiveness of the Corporation’s internal control over financial reporting. These reports can be found in Part II, Item 8, "Financial Statements and Supplementary Data." Certifications of the Chief Executive Officer and the Chief Financial Officer as required by the Sarbanes-Oxley Act of 2002 and the resulting SEC rules can be found in the "Signatures" and "Exhibits" sections.

Executive Officers

The executive officers of the Corporation are as follows:



Name	Age ⁽¹⁾	Office Held and Term of Office

E. Philip Wenger	60	Director of the Corporation since 2009. Chairman of the Board and Chief Executive Officer of the Corporation since January 2013. Mr. Wenger previously served as President of the Corporation from 2008 to 2017, Chief Operating Officer of the Corporation from 2008 to 2012, a Director of Fulton Bank, N.A. from 2003 to 2009, Chairman of Fulton Bank, N.A. from 2006 to 2009 and has been employed by the Corporation in a number of positions since 1979.

Philmer H. Rohrbaugh	65	Senior Executive Vice President and interim Chief Financial Officer of the Corporation effective December 6, 2016. He joined the Corporation in November 2012 as Senior Executive Vice President and Chief Risk Officer and became Senior Executive Vice President and Chief Operating Officer effective June 1, 2016. Mr. Rohrbaugh was a managing partner of KPMG, LLP's Chicago office from 2009 to 2012; Vice Chairman Industries and part of the U.S. Management Committee of KPMG from 2006 to 2009; he joined KPMG in 2002. He has more than 35 years of experience in public accounting with substantial audit experience serving public and private companies, including financial institutions, and advising companies on accounting, financial reporting matters, equity and debt offerings, and merger and acquisition transactions. Mr. Rohrbaugh currently serves as a director of a public manufacturing company and a national department store chain.

Mark R. McCollom	53	Senior Executive Vice President of the Corporation, and Chief Financial Officer Designee since November 2017. Mr. McCollom was a Senior Managing Director, Chief Administrative Officer and CEO of Griffin Financial Group, LLC prior to joining the Corporation. Prior to his role at Griffin Financial Group, Mr. McCollom was the Chief Financial Officer of Sovereign Bancorp, Inc. He has over 30 years of experience in the financial services industry.

Curtis J. Myers	49	President and Chief Operating Officer of the Corporation since January 1, 2018. Mr. Myers served as Senior Executive Vice President of the Corporation from July 2013 to December 2017. President and Chief Operating Officer of Fulton Bank, N.A. since February 2009. He served as Executive Vice President of the Corporation since August 2011. Mr. Myers has been employed by Fulton Bank, N.A. in a number of positions since 1990.

David M. Campbell	56	Senior Executive Vice President, and Director of Strategic Initiatives and Operations since December 2014. Mr. Campbell joined the Corporation as Chief Administrative Officer of Fulton Financial Advisors, a division of Fulton Bank, N.A. in 2009, and was promoted to President of Fulton Financial Advisors in 2010. He has more than 30 years of experience in financial services.

Beth Ann L. Chivinski	57	Senior Executive Vice President and Chief Risk Officer of the Corporation effective June 1, 2016. She served as the Corporation’s Chief Audit Executive April 2013 - June 2016 and was promoted to Senior Executive Vice President of the Corporation in 2014. Prior to that, she served as the Corporation’s Executive Vice President, Controller and Chief Accounting Officer from June 2004 to March 31, 2013. Ms. Chivinski has worked in various positions with the Corporation since June of 1994. She is a Certified Public Accountant.

Meg R. Mueller	53	Senior Executive Vice President and Head of Commercial Business since January 1, 2018. Ms. Mueller served as Chief Credit Officer of the Corporation from 2010 - 2017 and was promoted to Senior Executive Vice President of the Corporation in 2013. Ms. Mueller has been employed by the Corporation in a number of positions since 1996.

Craig A. Roda	61	Senior Executive Vice President of Community Banking of the Corporation since July 2011; and Chairman and Chief Executive Officer of Fulton Bank, N.A., since February 2009. Chief Executive Officer and President of Fulton Bank, N.A. from 2006 to 2009. Mr. Roda has been employed by the Corporation in a number of positions since 1979.

Angela M. Sargent	50	Senior Executive Vice President and Chief Information Officer of the Corporation since July 2013. Ms. Sargent served as Executive Vice President and Chief Information Officer from 2002 - 2013 and has been employed by the Corporation in a number of positions since 1992.



Name	Age ⁽¹⁾	Office Held and Term of Office

Angela M. Snyder	53	Senior Executive Vice President and Head of Consumer Banking since January 1, 2018. Ms. Snyder also serves as Chairwoman, CEO and President of Fulton Bank of New Jersey. In 2002, Angela Snyder began her career with the Corporation as President of Woodstown National Bank, now Fulton Bank of New Jersey. Ms. Snyder served as the Chairwoman of the New Jersey Bankers Association in 2017. She has more than 30 years of experience in the financial services industry.

Daniel R. Stolzer	61	Senior Executive Vice President, Chief Legal Officer and Corporate Secretary since January 1, 2018. Mr. Stolzer joined the Corporation in 2013 as Executive Vice President, General Counsel and Corporate Secretary. Mr. Stolzer began his career with a large New York law firm and then served as deputy general counsel and chief counsel at several large regional bank holding companies. He has more than 30 years of experience working in financial services law.

Bernadette M. Taylor	56	Senior Executive Vice President, and Chief Human Resource Officer since May 2015. In 2001, she was promoted to Senior Vice President of employee services. She served as Executive Vice President of employee services, employment, and director of human resources before her promotion in 2015 to Chief Human Resources Officer. Ms. Taylor joined the Corporation in 1994 as Corporate Training Director at Fulton Financial Corporation.

(1) As of December 31, 2017

Item 1A. Risk Factors

An investment in the Corporation's securities involves certain risks, including, among others, the risks described below. In addition to the other information contained in this report, you should carefully consider the following risk factors.

ECONOMIC AND CREDIT RISKS.

Difficult conditions in the economy and the capital markets may materially adversely affect the Corporation's business and results of operations.

The Corporation's results of operations and financial condition are affected by conditions in the economy and the capital markets generally. The Corporation's financial performance is highly dependent upon the business environment in the markets where the Corporation operates and in the U.S. as a whole. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability, or increases in the cost, of credit and capital, changes in the rate of inflation, changes in interest rates, high unemployment, natural disasters, acts of war or terrorism, global economic conditions and geopolitical factors, or a combination of these or other factors.

Specifically, the business environment impacts the ability of borrowers to pay interest on, and repay principal of, outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services the Corporation offers. If the quality of the Corporation’s loan portfolio declines, the Corporation may have to increase its provision for credit losses, which would negatively impact its results of operations, and could result in charge-offs of a higher percentage of its loans. Unlike large, national institutions, the Corporation is not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies and geographic locations. If the communities in which the Corporation operates do not grow, or if prevailing economic conditions locally or nationally are unfavorable, its business could be adversely affected. In addition, increased market competition in a lower demand environment could adversely affect the profit potential of the Corporation.

The Corporation is subject to certain risks in connection with the establishment and level of its allowance for credit losses.

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. While the Corporation believes that its allowance for credit losses as of December 31, 2017 is sufficient to cover incurred losses in the loan portfolio on that date, the Corporation may need to increase its provision for credit losses due to changes in the risk characteristics of the loan portfolio, thereby negatively impacting its results of operations.

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. Management’s estimate of losses inherent in the loan portfolio is dependent on the proper application of its methodology for determining its allowance needs. The most critical judgments underpinning that methodology include: the ability to identify potential problem loans in a timely manner; proper collateral valuation of loans evaluated for impairment; proper measurement of allowance needs for pools of loans evaluated for impairment; and an overall assessment of the risk profile of the loan portfolio.

The Corporation determines the appropriate level of the allowance for credit losses based on many quantitative and qualitative factors, including, but not limited to: the size and composition of the loan portfolio; changes in risk ratings; changes in collateral values; delinquency levels; historical losses; and economic conditions. In addition, as the Corporation’s loan portfolio grows, it will generally be necessary to increase the allowance for credit losses through additional provisions, which will impact the Corporation’s operating results.

If the Corporation’s assumptions and judgments regarding such matters prove to be inaccurate, its allowance for credit losses might not be sufficient, and additional provisions for credit losses might need to be made. Depending on the amount of such provisions for credit losses, the adverse impact on the Corporation’s earnings could be material.

Furthermore, banking regulators may require the Corporation to make additional provisions for credit losses or otherwise recognize further loan charge-offs or impairments following their periodic reviews of the Corporation’s loan portfolio, underwriting procedures and allowance for credit losses. Any increase in the Corporation’s allowance for credit losses or loan charge-offs as required by such regulatory agencies could have a material adverse effect on the Corporation’s financial condition and results of operations. See Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Provision and Allowance for Credit Losses."

The composition of the Corporation’s loan portfolio and competition subject the Corporation to credit risk.

Approximately 74.0% of the Corporation’s loan portfolio was in commercial loans, commercial mortgage loans, and construction loans at December 31, 2017 . Commercial loans, commercial mortgage loans and construction loans generally involve a greater degree of credit risk than residential mortgage loans and consumer loans because they typically have larger balances and are likely to be more sensitive to broader economic factors and conditions. Because payments on these loans often depend on the successful operation and management of businesses and properties, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate markets, adverse economic conditions or changes in government regulation. In recent years, commercial real estate markets have been experiencing substantial growth, and increased competitive pressures have contributed significantly to historically low capitalization rates and rising property values. Commercial real estate prices, according to many U.S. commercial real estate indices, are currently above the 2007 peak levels that contributed to the financial crisis. Accordingly, the federal bank regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market and the extent to which prevailing underwriting standards have been eased by lenders. The Corporation’s failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect its ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio.

Furthermore, intense competition among both bank and non-bank lenders, coupled with moderate levels of recent economic growth, can increase pressure on the Corporation to relax its credit standards and/or underwriting criteria in order to achieve the Corporation’s loan growth targets. A relaxation of credit standards or underwriting criteria could result in greater challenges in the repayment or collection of loans should economic conditions, or individual borrower performance, deteriorate to a degree that could impact loan performance. Additionally, competitive pressures could drive the Corporation to consider loans and customer relationships that are outside of the Corporation’s established risk appetite or target customer base. See Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Loans."

MARKET RISKS.

The Corporation is subject to interest rate risk.

The Corporation cannot predict or control changes in interest rates. The Corporation is affected by fiscal and monetary policies of the federal government, including those of the Federal Reserve Board, which regulates the national money supply and engages in other lending and investment activities in order to manage recessionary and inflationary pressures, many of which affect interest rates charged on loans and paid on deposits.

Net interest income is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is the most significant component of the Corporation's net income, accounting for approximately 74% of total revenues in 2017 . In recent years, the narrowing of interest rate spreads, the difference between interest rates earned on loans and investments and interest rates paid on deposits and borrowings, has adversely affected the Corporation's net interest income.

Comparatively low market interest rates have pressured the net interest margin in recent years. Interest-earning assets, such as loans and investments, have been originated, acquired or repriced at lower rates, reducing the average rate earned on those assets. While the average rate paid on interest-bearing liabilities, such as deposits and borrowings, has also declined, the decline has not always occurred at the same pace as the decline in the average rate earned on interest-earning assets, resulting in a narrowing of the net interest margin. See Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Net Interest Income."

Changes in interest rates may also affect the average life of loans and certain investment securities, most notably mortgage-backed securities. Decreases in interest rates can result in increased prepayments of loans and certain investment securities, as borrowers or issuers refinance to reduce their borrowing costs. Under those circumstances, the Corporation would be subject to reinvestment risk to the extent that it is not able to reinvest the cash received from such prepayments at rates that are comparable to the rates on the loans and investment securities which are prepaid. Conversely, increases in interest rates may extend the average life of fixed rate assets, which could restrict the Corporation’s ability to reinvest in higher yielding alternatives, and may result in customers withdrawing certificates of deposit early so long as the early withdrawal penalty is less than the interest they could receive as a result of the higher interest rates. The Federal Open Market Committee ("FOMC") of the Federal Reserve Board increased the federal funds rate three times during 2017, and recent statements from the FOMC have caused research analysts and economists to expect additional increases in 2018. In addition, the bond markets have experienced rate increases for medium- and longer-term instruments.

Changes in interest rates also affect the fair value of interest-earning investment securities. Generally, the value of interest-earning investment securities moves inversely with changes in interest rates. In the event that the fair value of an investment security declines below its amortized cost, the Corporation is required to determine whether the decline constitutes an other-than-temporary impairment. The determination of whether a decline in fair value is other-than-temporary depends on a number of factors, including whether the Corporation has the intent and ability to retain the investment security for a period of time sufficient to allow for any anticipated recovery in fair value.

Changes in interest rates can affect demand for the Corporation’s products and services.

Movements in interest rates can cause demand for some of the Corporation’s products and services to be cyclical. As a result, the Corporation may need to periodically increase or decrease the size of certain of its businesses, including its personnel, to more appropriately match increases and decreases in demand and volume. The need to change the scale of these businesses is challenging, and there is often a lag between changes in the businesses and the Corporation’s reaction to these changes. For example, demand for residential mortgage loans has historically tended to increase during periods when interest rates were declining and to decrease during periods when interest rates were rising.

Price fluctuations in securities markets, as well as other market events, such as a disruption in credit and other markets and the abnormal functioning of markets for securities, could have an impact on the Corporation's results of operations.

The market value of the Corporation's securities investments, which include mortgage-backed securities, state and municipal securities, auction rate securities, and corporate debt securities, as well as the revenues the Corporation earns from its trust and investment management services business, are particularly sensitive to price fluctuations and market events. Declines in the values of the Corporation’s securities holdings, combined with adverse changes in the expected cash flows from these investments, could result in other-than-temporary impairment charges.

The Corporation's investment management and trust services revenue, which is partially based on the value of the underlying investment portfolios, can also be impacted by fluctuations in the securities markets. If the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets, in general, or otherwise, the Corporation's revenue could be negatively impacted. In addition, the Corporation's ability to sell its brokerage services is dependent, in part, upon consumers' level of confidence in securities markets. See Item 7A. "Quantitative and Qualitative Disclosures About Market Risk."

LIQUIDITY RISK.

Changes in interest rates or disruption in liquidity markets may adversely affect the Corporation’s sources of funding .

The Corporation must maintain sufficient sources of liquidity to meet the demands of its depositors and borrowers, support its operations and meet regulatory expectations. The Corporation’s liquidity management policies and practices emphasize core deposits and repayments and maturities of loans and investments as its primary sources of liquidity. These primary sources of liquidity can be supplemented by Federal Home Loan Bank ("FHLB") advances, borrowings from the Federal Reserve Bank, proceeds from the sales of loans and use of liquidity resources of the holding company, including capital markets funding. Lower-cost, core deposits may be adversely affected by changes in interest rates, and secondary sources of liquidity can be more costly to the Corporation than funding provided by deposit account balances having similar maturities. In addition, adverse changes in the Corporation’s results of operations or financial condition, downgrades in the Corporation’s credit ratings, regulatory actions involving the Corporation, or changes in regulatory, industry or market conditions could lead to increases in the cost of these secondary sources of liquidity, the inability to refinance or replace these secondary funding sources as they mature, or the withdrawal of unused borrowing capacity under these secondary funding sources.

While the Corporation attempts to manage its liquidity through various techniques, the assumptions and estimates used do not always accurately forecast the impact of changes in customer behavior. For example, the Corporation may face limitations on its ability to fund loan growth if customers move funds out of the Corporation’s bank subsidiaries’ deposit accounts in response to increases in interest rates. In the years following the 2008 financial crisis, even as the general level of market interest rates remained low by historical standards, depositors frequently avoided higher-yielding and higher-risk alternative investments, in favor of the safety and liquidity of non-maturing deposit accounts. These circumstances contributed to significant growth in non-maturing deposit account balances at the Corporation, and at depository financial institutions generally. Further, deposits from state and municipal entities, primarily in non-maturing, interest-bearing accounts, are a significant source of deposit funding for the Corporation, representing approximately 13% of total deposits at December 31, 2017. State and municipal customers frequently maintain large deposit account balances substantially in excess of the per depositor limit of FDIC insurance. Should interest rates continue to rise, customers, including state and municipal entities, may become more sensitive to interest rates when making

deposit decisions and considering alternative opportunities. This increased sensitivity to interest rates could cause customers to move funds into higher-yielding deposit accounts or into alternative investments. Movement of customer deposits into higher-yielding deposit accounts offered by the Corporation’s bank subsidiaries, the need to offer higher interest rates on deposit accounts to retain customer deposits or the movement of customer deposits into alternative investments or deposits of other banks or non-bank providers could increase the Corporation’s funding costs, reduce its net interest margin and/or create liquidity challenges.

Market conditions have been negatively impacted by disruptions in the liquidity markets in the past, and such disruptions or an adverse change in the Corporation's results of operations or financial condition could, in the future, have a negative impact on secondary sources of liquidity. If the Corporation is not able to continue to rely primarily on customer deposits to meet its liquidity and funding needs, continue to access secondary, non-deposit funding sources on favorable terms or otherwise fails to manage its liquidity effectively, the Corporation’s ability to continue to grow may be constrained, and the Corporation’s liquidity, operating margins, results of operations and financial condition may be materially adversely affected. See Item 7A. "Quantitative and Qualitative Disclosures About Market Risk-Interest Rate Risk, Asset/Liability Management and Liquidity."

LEGAL, COMPLIANCE AND REPUTATIONAL RISKS.

The Corporation and its bank subsidiaries are subject to extensive regulation and supervision and may be adversely affected by changes in laws and regulations or any failure to comply with laws and regulations.

Virtually every aspect of the Corporation's and its bank subsidiaries’ operations is subject to extensive regulation and supervision by federal and state regulatory agencies, including the Federal Reserve Board, OCC, FDIC, CFPB, DOJ, UST, SEC, HUD, state attorneys general and state banking, financial services, securities and insurance regulators. Under this regulatory framework, regulatory agencies have broad authority in carrying out their supervisory, examination and enforcement responsibilities to address compliance with applicable laws and regulations, including laws and regulations relating to capital adequacy, asset quality, liquidity, risk management and financial accounting and reporting, as well as laws and regulations governing consumer protection, fair lending, privacy, information security and cybersecurity risk management, third-party vendor risk management, and AML and anti-terrorism laws, among other aspects of the Corporation’s business. Failure to comply with these regulatory requirements, including inadvertent or unintentional violations, may result in the assessment of fines and penalties, or the commencement of further informal or formal regulatory enforcement actions against the Corporation or its bank subsidiaries. Other negative consequences can also result from such failures, including regulatory restrictions on the Corporation's activities, including restrictions on the Corporation’s ability to grow through acquisition, reputational damage, restrictions on the ability of institutional investment managers to invest in the Corporation's securities, and increases in the Corporation's costs of doing business. The occurrence of one or more of these events may have a material adverse effect on the Corporation's business, financial condition and/or results of operations.

Compliance with banking and financial services statutes and regulations is also important to the Corporation’s ability to engage in new activities or to expand upon existing activities. Regulators continue to scrutinize banks through longer and more intensive examinations. Federal and state banking agencies possess broad powers to take supervisory actions, as they deem appropriate. These supervisory actions may result in higher capital requirements, higher deposit insurance premiums and limitations on the Corporation’s operations and expansion activities that could have a material adverse effect on its business and profitability. As noted below and as examples of such limitations, the regulatory enforcement orders to which the Corporation and three of its bank subsidiaries are subject impose certain restrictions on the expansion activities of the Corporation and those bank subsidiaries.

The Corporation intends to seek regulatory approval of the consolidation of our bank subsidiaries, which could result in significant implementation costs and impact our long-term compliance obligations.

The Corporation has six bank subsidiaries, and the Corporation and its subsidiaries are subject to regulation by a relatively large number of federal and state regulatory agencies. This corporate structure presents challenges, specifically, the need for compliance with different, and potentially inconsistent, regulatory requirements and expectations. The time, expense and internal and external resources associated with regulatory compliance continue to increase, and balancing the need to address regulatory changes and effectively manage overall non-interest expenses has become more challenging than it has been in the past. As a result, the Corporation’s compliance obligations increase the Corporation's expense, require increasing amounts of management's attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors and larger bank competitors with more extensive resources.

The Corporation has announced that it is developing plans to seek regulatory approval to begin the process of consolidating its six bank subsidiaries. This multi-year consolidation process is expected to eventually result in the Corporation conducting its core banking business through a single bank subsidiary, which would reduce the number of government agencies that regulate the Corporation’s banking operations. The timing of the commencement of this consolidation process will depend significantly on

the Corporation and its bank subsidiaries making necessary progress in enhancing a largely centralized compliance program designed to comply with the requirements of the BSA, the Patriot Act and related anti-money laundering regulations (collectively, the "BSA/AML Requirements") and the corresponding requirements of the regulatory enforcement orders described below. There is no assurance that the regulatory approvals required for such consolidation can be obtained or that such consolidation would significantly reduce the time, expense and internal and external resources associated with regulatory compliance.

The Corporation and three of its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions.

In recent years, a combination of financial reform legislation and heightened scrutiny by banking regulators have significantly increased expectations regarding what constitutes an effective risk and compliance management infrastructure. To keep pace with these expectations, the Corporation has invested considerable resources in initiatives designed to strengthen its risk management framework and regulatory compliance programs, including those designed to comply with the BSA/AML Requirements.

Nonetheless, as mentioned above, the Corporation and three of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective Federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized BSA and anti-money laundering compliance program (the "BSA/AML Compliance Program"), which was designed to comply with the BSA/AML Requirements.

The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent (the "Consent Orders"), generally require, among other things, that the Corporation and the affected bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements.

In addition to requiring strengthening and enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities, such as growth through acquisition or branching to supplement organic growth of the Corporation and the affected bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or those bank subsidiaries could result in further enforcement actions, the imposition of additional material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

Additional expenses and investments have been incurred as the Corporation expanded its hiring of personnel and use of outside professionals, such as consulting and legal services, and made capital investments in operating systems to strengthen and support the BSA/AML Compliance Program, as well as the Corporation’s broader compliance and risk management infrastructures. The expense and capital investment associated with all of these efforts, including those undertaken in connection with the Consent Orders, have had an adverse effect on the Corporation’s results of operations in recent periods and could have a material adverse effect on the Corporation’s results of operations in one or more future periods.

Finally, due to the existence of the Consent Orders, some counterparties may not be permitted to, due to their internal policies, or may choose not to do business with the Corporation or its bank subsidiaries. Should counterparties upon which the Corporation or its bank subsidiaries rely for the conduct of their business become unwilling to do business with the Corporation or its bank subsidiaries, the Corporation’s results of operations and/or financial condition could be materially adversely effected.

While the Corporation believes that it has made significant progress in improving its BSA/AML Compliance Program, there is no assurance as to when the Consent Orders will be terminated.

The Corporation's largest subsidiary, Fulton Bank, has total assets of more than $10 billion and is subject to additional regulation and increased supervision.

The Dodd-Frank Act imposes additional regulatory requirements on institutions with $10 billion or more in assets. The Corporation's largest bank subsidiary, Fulton Bank, has total assets of more than $10 billion and, as of March 31, 2017, became subject to the following:


•	Supervision, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws;


•	Additional stress testing requirements;


•	A modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear the cost of raising the FDIC reserve ratio to 1.35% as required by the Dodd-Frank Act;


•	Heightened compliance standards under the Volcker Rule;


•	Enhanced bank regulatory supervision as a larger financial institution; and


•	Electronic fund transfer interchange fee standards.

In addition, the Corporation’s other bank subsidiaries also became subject to the supervision, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws. See Item 1. "Business-Supervision and Regulation."

The Dodd-Frank Act continues to have a significant impact on the Corporation's business and results of operations.

The Dodd-Frank Act has had a substantial impact on many aspects of the financial services industry. The Corporation has been impacted, and will likely continue to be impacted in the future, by the so-called Durbin Amendment to the Dodd-Frank Act, which reduced debit card interchange revenue of banks, and revised FDIC deposit insurance assessments. The Corporation has also been impacted by the Dodd-Frank Act in the areas of corporate governance, capital requirements, risk management, stress testing and regulation under federal consumer protection laws.

The Dodd-Frank Act established the CFPB, which was given rulemaking authority over most providers of consumer financial services in the U.S., examination and enforcement authority over the consumer operations of large banks, as well as interpretive authority with respect to numerous existing consumer financial services regulations. As an independent bureau funded by the Federal Reserve Board, the CFPB has imposed requirements more stringent than those imposed by the bank regulatory agencies that were previously responsible for consumer financial protection. The CFPB has also been directed to write and enforce rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service.

The CFPB has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that has resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the CFPB. These enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including practices or acts that are deemed to be unfair, deceptive or abusive, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws. In connection with such actions, the CFPB has developed a number of new enforcement theories and applications of federal consumer financial laws. Other federal financial regulatory agencies, including the OCC, as well as state attorneys general and state banking agencies and other state financial regulators also have been increasingly active in this area with respect to institutions over which they have jurisdiction. See Item 1. "Business-Supervision and Regulation."

Fulton Bank and the Corporation’s other bank subsidiaries became, as of March 31, 2017, subject to supervision and examination by the CFPB for compliance with the CFPB’s regulations and policies. The costs and limitations related to this additional regulatory regimen have yet to be fully determined, however they could result in material adverse effects on the Corporation’s profitability.

The financial services industry, as well as the broader economy, may be subject to new legislation which could result in significant changes in banking and financial services regulation.

The U.S. Congress and state legislatures and federal and state regulatory agencies continually review banking and other laws, regulations and policies for possible changes. Changes in federal or state laws, regulations or governmental policies may affect the Corporation and its business. The effects of such changes are difficult to predict and may produce unintended consequences. New laws, regulations or changes in the regulatory environment could limit the types of financial services and products the Corporation may offer, alter demand for existing products and services, increase the ability of non-banks to offer competing

financial services and products, increase compliance burdens, or otherwise adversely affect the Corporation’s business, results of operations or financial condition.

It remains difficult to predict the legislative and regulatory changes that will result from the fact that both Houses of Congress have majority memberships from the same political party as the President. Both the President and senior members of Congress have advocated for significant reduction of financial services regulation, to include amendments to the Dodd-Frank Act and structural changes to the CFPB. In 2017, the UST, in response to an Executive Order issued by the President, released a report on the Administration’s Core Principles for Regulation the United States Financial System. The report detailed several findings and recommendations, including but not limited to, that capital, liquidity and leverage rules should be simplified to promote the flow of credit, that consumer regulation and the structure and authority of the CFPB are in need of reform, that the regulatory burden on community financial institutions should be eased, and that Congress should play a more significant role in overseeing the federal banking agencies to ensure that regulations are better-tailored, more efficient and more effective.

Although significant changes to existing laws, regulations and policies may be finalized by Congress and/or the federal banking agencies and the CFPB, it is difficult to predict with precision what changes, if any, will be implemented into law and when such changes may occur. Accordingly, the impact of any legislative or regulatory changes on the Corporation, our competitors and on the financial services industry as a whole cannot be determined at this time. In any event, the laws and regulations to which we are subject are constantly under review by Congress, federal regulatory agencies, and state authorities. These laws and regulations could be changed significantly in the future, which could affect our profitability, our ability to compete effectively, or the composition of the financial services industry in which we compete.

The financial services industry is experiencing leadership changes at the federal banking agencies, which may impact regulations and government policies applicable to us.

As a result of the change of Administration and the current composition and recent actions of Congress, it is possible that certain aspects of the existing banking and financial services regulatory framework, as amended by the Dodd-Frank Act, will be repealed or modified in the near-term. For example, the President, senior members of the Administration, and senior members of Congress have advocated for substantial changes to the regulations implementing the Dodd-Frank Act. The federal banking agencies are presently experiencing leadership changes which could impact the supervision, enforcement and rulemaking policies of such agencies. In 2017 and early 2018, Congress confirmed a new Chairman of the Federal Reserve Board, a new Comptroller of the Currency and a new Vice Chairman for Supervision at the Federal Reserve Board. In addition, the President nominated a new Chairwoman of the FDIC and the Director of the CFPB resigned and was replaced by an interim Director. Consistent with the views of the Administration and Congress, certain members of this new leadership group have advocated for a reduction in financial services regulation, supervision and enforcement. Moreover, the senior staffs of these agencies charged with carrying out agency policies and responsibilities have experienced significant turnover as a result of these changes. Consequently, certain new regulatory initiatives may be delayed or suspended and existing regulations may be re-evaluated, modified or repealed. At this time, however, the full impact of these and other pending leadership changes, as well as the potential impact to financial services regulation to result from such changes, is uncertain. It is also difficult to predict the impact that any legislative or regulatory changes will have on the Corporation, our competitors and on the financial services industry as a whole. Our results of operations also could be adversely affected by changes in the way in which existing statutes, regulations, and laws are interpreted or applied by courts and government agencies.

Changes in U.S. federal, state or local tax laws may negatively impact our financial performance .

We are subject to changes in tax law that could increase our effective tax rates. These law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. In December 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into law enacting the most significant changes to the U.S. Internal Revenue Code of 1986, as amended (the "Code"), in more than 30 years. The full impact of the Tax Act on the Corporation is subject to further evaluation and analysis, although it is likely to have both positive and negative effects on our financial performance. For example, the Tax Act reduces our Federal corporate income tax rate to 21% beginning in 2018, which will have a favorable impact on our earnings and capital generation abilities. However, the Tax Act also imposes limitations on our ability to take certain deductions, such as the deduction for FDIC deposit insurance premiums, which will partially offset the anticipated increase in net earnings from the lower tax rate. In addition, as a result of the lower corporate tax rate, we were required under GAAP to re-measure the value of our deferred tax assets and liabilities utilizing the lower tax rate during the fourth quarter of 2017, and, as a result, recorded a $15.6 million charge to income tax expense. The ultimate impact of the Tax Act may differ from the foregoing description, possibly materially, due to changes in interpretations or in assumptions that we have made, guidance or regulations that may be promulgated, and other actions that we may take as a result of the Tax Act.

At this early stage, it is difficult to predict how the many changes made to the Code will affect the Corporation’s business, its customers and the broader economy. For example, the Tax Act may affect the Corporation’s customers in various ways that could have a corresponding effect on the Corporation and the economy as a whole, including in the following ways:

•

The limitation of the ability of individual taxpayers to claim an itemized deduction for interest paid on qualifying home equity indebtedness may affect demand for, and utilization of, home equity-related credit. In addition, consumers seeking credit may look to alternative credit products, some of which might not be offered by the Corporation, or for which there may be significantly greater competition, or which expose the Corporation to greater credit or other risks.

•

The reduction to the maximum amount of residential acquisition indebtedness as to which interest payments can be taken as an itemized deduction from $1 million to $750,000 may affect the demand for residential mortgage loans, particularly in geographic areas characterized by relatively high housing costs. The reduction in the acquisition indebtedness limit might also have an impact on housing prices in those geographic areas.

•

The significant increase in the standard deduction for individual taxpayers is expected to result in a reduction in the number of individual taxpayers that itemize deductions, including deductions for charitable contributions. It is unclear what, if any, impact this change will have on individual charitable giving. A reduction in charitable giving to charitable organizations that are customers of the Corporation could affect their ability to repay their loans.


•	New limits on the maximum level of business interest that may be deducted as an expense in determining taxable income may affect the demand for loans the Corporation offers to businesses.

•

The reduction in the maximum corporate tax rate from 35% to 21% may affect the demand for various types of tax-free financing if lenders increase the rates that are charged on those financings to maintain comparable taxable-equivalent yields. This could, in turn, lead to higher interest expense for borrowers of tax-free financing, which could affect their ability to repay those financings. Similarly, issuers of municipal debt securities held in the Corporation’s investment portfolio could face higher interest expenses, which could affect their ability to make payments on those securities.

The foregoing description of the impact of the Tax Act and its impact on us should be read in conjunction with our Notes to Consolidated Financial Statements. Finally, a number of the changes to the Code are set to expire in future years. There is substantial uncertainty concerning whether those expiring provisions will be extended, or whether future legislation will further revise the Code.

Negative publicity could damage the Corporation’s reputation and business.

Reputation risk, or the risk to the Corporation's earnings and capital from negative public opinion, is inherent in the Corporation's business. Negative public opinion could result from the Corporation's actual, alleged or perceived conduct in any number of activities, including lending practices, litigation, corporate governance, regulatory, compliance, mergers and acquisitions, and disclosure, sharing or inadequate protection of customer information, and from actions taken by government agencies and community organizations in response to that conduct. In addition, unfavorable public opinion regarding the broader financial services industry, or arising from the actions of individual financial institutions, can have an adverse effect on the Corporation’s reputation. Because the Corporation conducts the majority of its businesses under the "Fulton" brand, negative public opinion about one line of business could affect the Corporation's other lines of businesses. Any of these or other events that impair the Corporation’s reputation can affect the Corporation’s ability to attract and retain customers and employees, and access sources of funding and capital, any of which could have materially adverse effect on the Corporation’s results of operations and financial condition.

From time to time the Corporation and its subsidiaries may be the subject of litigation and governmental or administrative proceedings. Adverse outcomes of any such litigation or proceedings may have a material adverse impact on the Corporation’s business and results of operations as well as its reputation.

Many aspects of the Corporation’s business involve substantial risk of legal liability. From time to time, the Corporation and its subsidiaries have been named or threatened to be named as defendants in various lawsuits arising from its business activities (and in some cases from the activities of companies that were acquired). In addition, the Corporation and its bank subsidiaries are regularly the subject of governmental investigations and other forms of regulatory inquiry. For example, the Corporation is cooperating with the DOJ in an investigation regarding potential violations of the fair lending laws by Fulton Bank, Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank due to potential lending discrimination on the basis of race and national origin. Like other large financial institutions, the Corporation is also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. These matters

could result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Substantial legal liability or significant regulatory actions against us could materially adversely affect our business, financial condition or results of operations and/or cause significant reputational harm to our business. The Corporation establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. However, the Corporation may still incur legal costs for a matter, even if a reserve has not been established.

Currently, the Corporation and three of its bank subsidiaries are the subject of regulatory proceedings in the form of the Consent Orders. The Corporation can provide no assurance as to the outcome or resolution of legal or administrative actions, and such actions may result in judgments against us for significant damages or the imposition of regulatory restrictions on our operations. Resolution of these types of matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other proceedings.

The Corporation is subject to a variety of risks in connection with origination and sale of loans.

The Corporation originates residential mortgage loans and other loans, such as loans guaranteed, in part, by the U.S. Small Business Administration, all or portions of which are later sold in the secondary market to government sponsored enterprises or agencies, such as the Federal National Mortgage Association (Fannie Mae), and other non-government sponsored investors. In connection with such sales, the Corporation makes certain representations and warranties with respect to matters such as the underwriting, origination, documentation or other characteristics of the loans sold. The Corporation may be required to repurchase a loan, or to reimburse the purchaser of a loan for any related losses, if it is determined that the loan sold was in violation of representations or warranties made at the time of the sale, and, in some cases, if there is evidence of borrower fraud, in the event of early payment default by the borrower on the loan, or for other reasons. The Corporation maintains reserves for potential losses on certain loans sold, however, it is possible that losses incurred in connection with loan repurchases and reimbursement payments may be in excess of any applicable reserves, and the Corporation may be required to increase reserves and may sustain additional losses associated with such loan repurchases and reimbursement payments in the future, which could have a material adverse effect on the Corporation’s financial condition or results of operations.

In addition, the sale of residential mortgage loans and other loans in the secondary market serves as a source of non-interest income and liquidity for the Corporation, and can reduce its exposure to risks arising from changes in interest rates. Efforts to reform government sponsored enterprises and agencies, changes in the types of, or standards for, loans purchases by government sponsored enterprises or agencies and other investors, or the Corporation’s failure to maintain its status as an eligible seller of such loans may limit the Corporation’s ability to sell these loans. The inability of the Corporation to continue to sell these loans could reduce the Corporation’s non-interest income, limit the Corporation’s ability to originate and fund these loans in the future, and make managing interest rate risk more challenging, any of which could have a material adverse effect on the Corporation’s results of operations and financial condition.

STRATEGIC AND EXTERNAL RISKS.

The Corporation is in the process of transforming its business model and this transformation may not be successful.

The Corporation historically has followed a "super-community" banking strategy under which the Corporation has operated its bank subsidiaries autonomously to maximize the advantages of the community banking model in serving the needs of its customers. Reliance on this model has posed challenges to the Corporation's efforts to manage risk efficiently and effectively through a centralized risk management and compliance function. As a result of these challenges and a desire to refine its business strategy, the Corporation is in the process of transitioning to a business model that is primarily focused on alignment of services with the customer segments the Corporation serves and less oriented to geographic boundaries.

The transformation of the Corporation’s business model, which is being implemented over a period of several years, may have some or all of the following unintended effects:


•	The efficiencies sought may not be achieved;


•	Some customers may not receive the change in business model in a positive manner, and relationships with these customers may be jeopardized;


•	The changes in organizational structure and the evolution of the Corporation’s culture that will be required to support the transition to the new business model may lead to dissatisfaction among employees, which could make it more difficult for the Corporation to retain key employees;


•	The transition to the new business model may create operational and other challenges that are disruptive to the Corporation’s business; and


•	Expenses will be incurred in the implementation of the new business model, and the implementation process may distract the Corporation from achieving other fundamental business objectives.

The Corporation may not be able to achieve its growth plans.

The Corporation’s business plan includes the pursuit of profitable growth. Under current economic, competitive and regulatory conditions, profitable growth may be difficult to achieve due to one or more of the following factors:

•

In the current, prolonged low interest rate environment, the Corporation’s net interest margin has been compressed, and it is possible that a net interest margin that is lower than historical levels could continue for some time. As a result, income growth will likely need to come from growth in the volume of earning assets, particularly loans, and an increase in non-interest income. However, customer demand and competition could make such income growth difficult to achieve;


•	Operating expenses, particularly in the compliance and risk management areas, have been elevated, and such expenses may continue to increase in the future, as a result of Fulton Bank surpassing the $10 billion in assets threshold; and


•	Growth through acquisition to supplement organic growth is unlikely to occur while the Consent Orders referenced above are in place, due to an inability to obtain the required regulatory approvals.

To achieve profitable growth, the Corporation may pursue new lines of business or offer new products or services, all of which can involve significant costs, uncertainties and risks. Any new activity the Corporation pursues may require a significant investment of time and resources, and may not generate the anticipated return on that investment. In addition, the Corporation may not be able to effectively implement and manage any new activities. External factors, such as the need to comply with additional regulations, the availability, or introduction, of competitive alternatives in the market, and changes in customer preferences may also impact the successful implementation of any new activity. Any new activity could have a significant impact on the effectiveness of the Corporation’s system of internal controls. If the Corporation is not able to adequately identify and manage the risks associated with new activities, the Corporation’s business, results of operations and financial condition could be materially and adversely impacted.

The competition the Corporation faces is significant and may reduce the Corporation's customer base and negatively impact the Corporation's results of operations.

There is significant competition among commercial banks in the market areas served by the Corporation. In addition, the Corporation also competes with other providers of financial services, such as savings and loan associations, credit unions, consumer finance companies, securities firms, insurance companies, commercial finance and leasing companies, the mutual funds industry, full service brokerage firms and discount brokerage firms, some of which are subject to less extensive regulation than the Corporation is with respect to the products and services they provide and have different cost structures. Some of the Corporation's competitors have greater resources, higher lending limits, lower cost of funds and may offer other services not offered by the Corporation. The Corporation also experiences competition from a variety of institutions outside its market areas. Some of these institutions conduct business primarily over the Internet and, as a result, may be able to realize certain cost savings and offer products and services at more favorable rates and with greater convenience to the customer. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as funds transfers, payment services, residential mortgage loans, consumer loans and wealth and investment management services.

Competition may adversely affect the rates the Corporation pays on deposits and charges on loans, and could result in the loss of fee income, as well as the loss of customer deposits and the income generated from those deposits, thereby potentially adversely affecting the Corporation's profitability and its ability to continue to grow. The Corporation's profitability and continued growth depends upon its continued ability to successfully compete in the market areas it serves. See Item 1. "Business-Competition."

If the goodwill that the Corporation has recorded in connection with its acquisitions becomes impaired, it could have a negative impact on the Corporation's results of operations.

In the past, the Corporation supplemented its internal growth with strategic acquisitions of banks, branches and other financial services companies. If the purchase price of an acquired company exceeds the fair value of the company's net assets, the excess is carried on the acquirer's balance sheet as goodwill. As of December 31, 2017, the Corporation had $530.6 million of goodwill recorded on its balance sheet. The Corporation is required to evaluate goodwill for impairment at least annually. Write-downs of the amount of any impairment, if necessary, are to be charged to earnings in the period in which the impairment occurs. There can be no assurance that future evaluations of goodwill will not result in impairment charges.

Changes in accounting policies, standards, and interpretations could materially affect how we report our financial condition and results of operations.

The preparation of the Corporation’s financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as revenues and expenses during the period. A summary of the accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain, including those related to the allowance for credit losses, goodwill, income taxes, and fair value measurements, is set forth in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies" and within "Note 1-Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

A variety of factors could affect the ultimate values of assets, liabilities, income and expenses recognized and reported in the Corporation’s financial statements, and these ultimate values may differ materially from those determined based on management’s estimates and assumptions. In addition, the Financial Accounting Standards Board ("FASB"), regulatory agencies, and other bodies that establish accounting standards from time to time change the financial accounting and reporting standards governing the preparation of the Corporation’s financial statements. Further, those bodies that establish and interpret the accounting standards (such as the FASB, the Securities and Exchange Commission, and banking regulators) may change prior interpretations or positions regarding how these standards should be applied. These changes can be difficult to predict and can materially affect how the Corporation records and reports its financial condition and results of operations. For example, during 2016, the FASB issued a new accounting standard, Accounting Standards Update 2016-13, that will require the recognition of credit losses on loans and other financial assets based on an entity’s current estimate of expected losses over the lifetime of each loan or other financial asset, referred to as the current expected credit loss ("CECL") model, as opposed to current accounting standards, which require recognition of losses on loans and other financial assets only when those losses are "probable." The Corporation’s adoption of this accounting standard, which is required for interim and annual reporting periods beginning after December 15, 2019, could materially affect the Corporation’s allowance for credit losses methodology, financial condition, capital levels and results of operations, including expenses the Corporation may incur in implementing this accounting standard. See "Note 1 - Summary of Significant Accounting Policies - Recently Issued Accounting Standards" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

OPERATIONAL RISKS.

The Corporation is exposed to many types of operational and other risks and the Corporation's framework for managing risks may not be effective in mitigating risk.

The Corporation is exposed to many types of operational risk, including the risk of human error or fraud by employees and other third parties, intentional and inadvertent misrepresentation by loan applicants, unsatisfactory performance by employees and vendors, clerical and record-keeping errors, computer and telecommunications systems malfunctions or failures and reliance on data that may be faulty or incomplete. In an environment characterized by continual, rapid technological change, as discussed below, when the Corporation introduces new products and services, or makes changes to its information technology systems and processes, these operational risks are increased. Any of these operational risks could result in the Corporation's diminished ability to operate one or more of its businesses, financial loss, potential liability to customers, inability to secure insurance, reputational damage and regulatory intervention, which could materially adversely affect the Corporation.

The Corporation’s risk management framework is subject to inherent limitations, and risks may exist, or develop in the future, that the Corporation has not anticipated or identified. If the Corporation's risk management framework proves to be ineffective, the Corporation could suffer unexpected losses and could be materially adversely affected. As noted above, the Corporation’s historical decentralized banking strategy further challenges the Corporation's efforts to manage risk efficiently and effectively through a centralized risk management and compliance function.

The Corporation’s operational risks include risks associated with third-party vendors and other financial institutions.

The Corporation relies upon certain third-party vendors to provide products and services necessary to maintain its day-to-day operations, including, notably, responsibility for the core processing system that services all of the Corporation’s bank subsidiaries. Accordingly, the Corporation’s operations are exposed to the risk that these vendors might not perform in accordance with applicable contractual arrangements or service level agreements. The failure of an external vendor to perform in accordance with applicable contractual arrangements or service level agreements could be disruptive to the Corporation’s operations, which could have a material adverse effect on the Corporation’s financial condition and/or results of operations. Further, third-party vendor risk

management has become a point of regulatory emphasis recently. A failure of the Corporation to follow applicable regulatory guidance in this area could expose the Corporation to regulatory sanctions.

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, execution of transactions or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This risk is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Corporation interacts on a daily basis, and therefore could adversely affect the Corporation.

Any of these operational or other risks could result in the Corporation's diminished ability to operate one or more of its businesses, financial loss, potential liability to customers, inability to secure insurance, reputational damage and regulatory intervention, which could materially adversely affect the Corporation.

The Corporation’s internal controls may be ineffective.

One critical component of the Corporation’s risk management framework is its system of internal controls. Management regularly reviews and updates the Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide reasonable, but not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, results of operations, financial condition and reputation. See Item 9A. "Controls and Procedures."

Loss of, or failure to adequately safeguard, confidential or proprietary information may adversely affect the Corporation's operations, net income or reputation.

The Corporation’s business is highly dependent on information systems and technology and the ability to collect, process, transmit and store significant amounts of confidential information regarding customers, employees and others on a daily basis. While the Corporation performs some of the functions required to operate its business directly, it also outsources significant business functions, such as processing customer transactions, maintenance of customer-facing websites, including its online banking function, and developing software for new products and services, among others. These relationships require the Corporation to allow third parties to access, store, process and transmit customer information. As a result, the Corporation may be subject to cyber security risks directly, as well as indirectly through the vendors to whom it outsources business functions. The increased use of smartphones, tablets and other mobile devices, as well as cloud computing, may also heighten these and other operational risks. Cyber threats could result in unauthorized access, loss or destruction of customer data, unavailability, degradation or denial of service, introduction of computer viruses and other adverse events, causing the Corporation to incur additional costs (such as repairing systems or adding new personnel or protection technologies). Cyber threats may also subject the Company to regulatory investigations, litigation or enforcement require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third parties affected by a cyber security incident, all or any of which could adversely affect the Corporation’s business, financial condition or results of operations and damage its reputation.

The Corporation attempts to reduce its exposure to its vendors’ cyber incidents by performing initial vendor due diligence that is updated periodically for critical vendors, negotiating service level standards with vendors, negotiating for indemnification from vendors for confidentiality and data breaches, and limiting third-party access to the least privileged level necessary to perform outsourced functions, among other things. The Corporation also uses monitoring and preventive controls to detect and respond to cyber threats to its own systems before they become significant. The Corporation regularly evaluates its systems and controls and implements upgrades as necessary. The additional cost to the Corporation of our cyber security monitoring and protection systems and controls includes the cost of hardware and software, third party technology providers, consulting and forensic testing firms, insurance premium costs and legal fees, in addition to the incremental cost of our personnel who focus a substantial portion of their responsibilities on cyber security.

There can be no assurance that the measures employed by the Corporation to combat direct or indirect cyber threats will be effective. In addition, because the methods of cyber attacks change frequently or, in some cases, are not recognized until launched, the Corporation may be unable to implement effective preventive control measures or proactively address these methods and the probability of a successful attack cannot be predicted. The Corporation’s or a vendor’s failure to promptly identify and counter a cyber attack may result in increased costs and consequences of a successful cyber attack. Although the Corporation maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be inapplicable or otherwise insufficient to cover any or all losses. Further, a successful cyber security attack that results in

a significant loss of customer data or compromises our ability to function would have a material adverse effect on our business, reputation, financial condition and results of operation.

Account data compromise events at large retailers, health insurers, a national consumer credit reporting agency and others in recent years have resulted in heightened legislative and regulatory focus on privacy, data protection and information security. New or revised laws and regulations may significantly impact the Corporation’s current and planned privacy, data protection and information security-related practices, the collection, use, sharing, retention and safeguarding of consumer and employee information, and current or planned business activities. Compliance with current or future privacy, data protection and information security laws to which the Corporation is subject could result in higher compliance and technology costs and could restrict the Corporation’s ability to provide certain products and services, which could materially and adversely affect the Corporation’s profitability. The Corporation’s failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory and governmental investigations and/or actions, litigation, fines, sanctions and damage to the Corporation’s reputation and its brand.

The Corporation continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Corporation’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations. The costs of new technology, including personnel, can be high, in both absolute and relative terms. Many of the Corporation’s financial institution competitors have substantially greater resources to invest in technological improvements. In addition, new payment, credit and investment and wealth management services developed and offered by non-bank or non-traditional competitors pose an increasing threat to the products and services traditionally provided by financial institutions like the Corporation. The Corporation may not be able to effectively implement new technology-driven products and services, be successful in marketing these products and services to its customers, or effectively deploy new technologies to improve the efficiency of its operations. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation’s business, financial condition and results of operations.

There can be no assurance, given the past pace of change and innovation that the Corporation’s technology, either purchased or developed internally, will meet or continue to meet the needs of the Corporation and the needs of its customers.

In addition, advances in technology, as well as changing customer preferences favoring access to the Corporation’s products and services through digital channels, could decrease the value of the Corporation’s branch network and other assets. If customers increasingly choose to access the Corporation’s products and services through digital channels, the Corporation may find it necessary to consolidate, close or sell branch locations or restructure its branch network. These actions could lead to losses on assets, expenses to reconfigure branches and the loss of customers in affected markets. As a result, the Corporation’s business, financial condition or results of operations may be adversely affected.

The Corporation may not be able to attract and retain skilled people.

The Corporation’s success depends, in large part, on its ability to attract and retain skilled people. Competition for talented personnel in most activities engaged in by the Corporation can be intense, and the Corporation may not be able to hire sufficiently skilled people or to retain them. The unexpected loss of services of one or more of the Corporation’s key personnel could have a material adverse impact on the Corporation’s business because of their skills, knowledge of the Corporation’s markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

RISKS RELATED TO AN INVESTMENT IN THE CORPORATION’S SECURITIES.

The Corporation's future growth may require the Corporation to raise additional capital in the future, but that capital may not be available when it is needed or may be available only at an excessive cost.

The Corporation is required by regulatory agencies to maintain adequate levels of capital to support its operations. The Corporation anticipates that current capital levels will satisfy regulatory requirements for the foreseeable future. The Corporation, however, may at some point choose to raise additional capital to support future growth. The Corporation's ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside of the Corporation's control. Accordingly, the Corporation may be unable to raise additional capital, if and when needed, on terms acceptable to the Corporation, or at all. If the Corporation cannot raise additional capital when needed, its ability to expand operations through internal growth and

acquisitions could be materially impacted. In the event of a material decrease in the Corporation's stock price, future issuances of equity securities could result in dilution of existing shareholder interests.

Capital planning has taken on more importance due to regulatory requirements and the Basel III capital standards.

Consistent with current regulatory guidance, the Corporation conducts an annual stress test using internal financial data and different economic scenarios provided by the Federal Reserve Board, and reports the results of the stress test to the Federal Reserve Board. The Corporation's board of directors and its senior management are required to consider the results of the annual stress test in the normal course of business, including as part of its capital planning process and the evaluation of the adequacy of its capital. The results of future stress testing processes may lead the Corporation to retain additional capital or alter the mix of its capital components. In addition, the implementation of certain regulations with regard to regulatory capital could disproportionately affect the Corporation's regulatory capital position relative to that of its competitors, including those who may not be subject to the same regulatory requirements.

The fully phased-in capital standards under the U.S. Basel III Capital Rules require banks to maintain more capital than the minimum levels required under former regulatory capital standards. The new minimum regulatory capital requirements began to apply to the Corporation on January 1, 2015. The required minimum capital conservation buffer began to be phased in incrementally on January 1, 2016 and will be fully phased in on January 1, 2019. The failure to meet the established capital requirements could result in the federal banking regulators placing limitations or conditions on the activities of the Corporation or its bank subsidiaries or restricting the commencement of new activities, and such failure could subject the Corporation or its bank subsidiaries to a variety of enforcement remedies, including limiting the ability of the Corporation or its bank subsidiaries to pay dividends, issuing a directive to increase capital and terminating FDIC deposit insurance. In addition, the failure to comply with the capital conservation buffer will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As of December 31, 2017, the Corporation's current capital levels met the fully phased-in minimum capital requirements, including capital conservation buffers, as set forth in the U.S. Basel III Capital Rules. See Item 1. "Business-Supervision and Regulation-Capital Requirements."

The Corporation is a holding company and relies on dividends and other payments from its subsidiaries for substantially all of its revenue and its ability to make dividend payments, distributions and other payments.

The Corporation is a separate and distinct legal entity from its bank and nonbank subsidiaries, and depends on the payment of dividends and other payments and distributions from its subsidiaries, principally its bank subsidiaries, for substantially all of its revenues. As a result, the Corporation's ability to make dividend payments on its common stock depends primarily on certain federal and state regulatory considerations and the receipt of dividends and other distributions from its subsidiaries. There are various regulatory and prudential supervisory restrictions, which may change from time to time, that impact the ability of the Corporation’s bank subsidiaries to pay dividends or make other payments to it. There can be no assurance that the Corporation’s bank subsidiaries will be able to pay dividends at past levels, or at all, in the future. If the Corporation does not receive sufficient cash dividends or is unable to borrow from its bank subsidiaries, then the Corporation may not have sufficient funds to pay dividends to its shareholders, repurchase its common stock or service its debt obligations. See Item 1. "Business-Supervision and Regulation-Loans and Dividends from Subsidiary Banks."

In addition, as noted above, liquidity and capital planning at both the bank and holding company levels has become an area of increased regulatory emphasis. In recent years, the Corporation has pursued a strategy of capital management under which it has sought to deploy its capital, through stock repurchases, increased regular dividends and special dividends, in a manner that is beneficial to the Corporation’s shareholders. This capital management strategy is subject to regulatory supervision.

A downgrade in the credit ratings of the Corporation or its bank subsidiaries could have a material adverse impact on the Corporation.

Fitch, Inc., Moody's Investors Service, Inc. and DBRS, Inc. continuously evaluate the Corporation and its subsidiaries, and their ratings of the Corporation and its subsidiary's long-term and short-term debt are based on a number of factors, including financial strength, as well as factors not entirely within the Corporation’s and its subsidiaries' control, such as conditions affecting the financial services industry generally. In light of these reviews and the continued focus on the financial services industry generally, the Corporation and its subsidiaries may not be able to maintain their current respective ratings. Ratings downgrades by any of these credit rating agencies could have a significant and immediate impact on the Corporation's funding and liquidity through cash obligations, reduced funding capacity and collateral triggers. A reduction in the Corporation's or its subsidiaries' credit ratings could also increase the Corporation's borrowing costs and limit its access to the capital markets.

Downgrades in the credit or financial strength ratings assigned to the counterparties with whom the Corporation transacts could create the perception that the Corporation's financial condition will be adversely impacted as a result of potential future defaults by such counterparties. Additionally, the Corporation could be adversely affected by a general, negative perception of financial institutions caused by the downgrade of other financial institutions. Accordingly, ratings downgrades for other financial institutions could affect the market price of the Corporation's stock and could limit access to or increase its cost of capital.

Anti-takeover provisions could negatively impact the Corporation's shareholders.

Provisions of banking laws, Pennsylvania corporate law and of the Corporation's Amended and Restated Articles of Incorporation and Bylaws could make it more difficult for a third party to acquire control of the Corporation or have the effect of discouraging a third party from attempting to acquire control of the Corporation. To the extent that these provisions discourage such a transaction, holders of the Corporation's common stock may not have an opportunity to dispose of part or all of their stock at a higher price than that prevailing in the market. These provisions may also adversely affect the market price of the Corporation’s stock. In addition, some of these provisions make it more difficult to remove, and thereby may serve to entrench, the Corporation's incumbent directors and officers, even if their removal would be regarded by some shareholders as desirable.

Certain provisions of Pennsylvania corporate law applicable to the Corporation and the Corporation's Amended and Restated Articles of Incorporation and Bylaws include provisions which may be considered to be "anti-takeover" in nature because they may have the effect of discouraging or making more difficult the acquisition of control of the Corporation by means of a hostile tender offer, exchange offer, proxy contest or similar transaction. These provisions are intended to protect the Corporation's shareholders by providing a measure of assurance that the Corporation's shareholders will be treated fairly in the event of an unsolicited takeover bid and by preventing a successful takeover bidder from exercising its voting control to the detriment of the other shareholders. However, these provisions, taken as a whole, may also discourage a hostile tender offer, exchange offer, proxy solicitation or similar transaction relating to the Corporation's common stock, even if the accomplishment of a given transaction may be favorable to the interests of shareholders.

The ability of a third party to acquire the Corporation is also limited under applicable banking regulations. The BHCA requires any "bank holding company" (as defined in that Act) to obtain the approval of the Federal Reserve Board prior to acquiring more than 5% of the Corporation’s outstanding common stock. Any person other than a bank holding company is required to obtain prior approval of the Federal Reserve Board to acquire 10% or more of the Corporation’s outstanding common stock under the Change in Bank Control Act of 1978 and, under certain circumstances, such approvals are required at an even lower ownership percentage. Any holder of 25% or more of the Corporation’s outstanding common stock, other than an individual, is subject to regulation as a bank holding company under the BHCA. In addition, the delays associated with obtaining necessary regulatory approvals for acquisitions of interests in bank holding companies also tend to make more difficult certain methods of effecting acquisitions. While these provisions do not prohibit an acquisition, they would likely act as deterrents to an unsolicited takeover attempt.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table summarizes the Corporation’s full-service branch properties, by subsidiary bank, as of December 31, 2017 . Remote service facilities (mainly stand-alone automated teller machines) are excluded.



Subsidiary Bank	Owned	Leased	Total Branches
Fulton Bank, N.A.	44	68	112
Fulton Bank of New Jersey	35	29	64
The Columbia Bank	6	25	31
Lafayette Ambassador Bank	4	17	21
FNB Bank, N.A.	5	1	6
Swineford National Bank	5	2	7
Total	99	142	241

The following table summarizes the Corporation’s other significant administrative properties. Banking subsidiaries also maintain administrative offices at their respective main banking branches, which are included within the preceding table.



Entity	Property	Location	Owned/Leased
Fulton Bank, N.A./Fulton Financial Corporation	Corporate Headquarters	Lancaster, PA	(1)
Fulton Financial Corporation	Operations Center	East Petersburg, PA	Owned
Fulton Bank, N.A.	Operations Center	Mantua, NJ	Owned

(1)

Includes approximately 100,000 square feet which is owned by an independent third party who financed the construction through a loan from Fulton Bank, N.A. The Corporation is leasing this space from the third party in an arrangement accounted for as a capital lease. The lease term expires in 2027. The Corporation owns the remainder of the Corporate Headquarters location. This property also includes a Fulton Bank, N.A. branch, which is included in the preceding table.

Item 3. Legal Proceedings

The information presented in the "Legal Proceedings" section of "Note 17 - Commitment and Contingencies" in the Notes to Consolidated Financial Statements is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

As of December 31, 2017 , the Corporation had 175.2 million shares of $2.50 par value common stock outstanding held by approximately 32,000 holders of record. The closing price per share of the Corporation’s common stock on February 15, 2018 was $18.60. The common stock of the Corporation is traded on the Global Select Market of The NASDAQ Stock Market under the symbol FULT.

The following table presents the quarterly high and low prices of the Corporation’s stock and per share cash dividends declared for each of the quarterly periods in 2017 and 2016 :



	Price Range				Per Share Dividend
	High		Low		Per Share Dividend
2017
First Quarter	$	19.75	$	16.90	$	0.11
Second Quarter	19.90		16.85		0.11
Third Quarter	19.50		16.45		0.11
Fourth Quarter	19.45		17.30		0.14
2016
First Quarter	$	13.74	$	11.48	$	0.09
Second Quarter	14.35		12.66		0.10
Third Quarter	14.86		12.91		0.10
Fourth Quarter	19.45		14.04		0.12

Restrictions on the Payments of Dividends

The Corporation is a separate and distinct legal entity from its banking and nonbanking subsidiaries, and depends on the payment of dividends from its subsidiaries, principally its banking subsidiaries, for substantially all of its revenues. As a result, the Corporation's ability to make dividend payments on its common stock depends primarily on certain federal and state regulatory considerations and the receipt of dividends and other distributions from its subsidiaries. There are various regulatory and prudential supervisory restrictions, which may change from time to time, that impact the ability of its banking subsidiaries to pay dividends or make other payments to the Corporation. For additional information regarding the regulatory restrictions applicable to the Corporation and its subsidiaries, see "Supervision and Regulation," in Item 1. "Business;" Item 1A. "Risk Factors - The Corporation is a holding company and relies on dividends and other payments from its subsidiaries for substantially all of its revenue and its ability to make dividend payments, distributions and other payments," under "Risks Related to an Investment in the Corporation’s Securities;" and "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about options outstanding under the Corporation’s Amended and Restated Equity and Cash Incentive Compensation Plan ("Employee Equity Plan") and the number of securities remaining available for future issuance under the Employee Equity Plan, the 2011 Directors' Equity Participation Plan and the Employee Stock Purchase Plan as of December 31, 2017 :



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3)
Equity compensation plans approved by security holders	2,185,139	$	10.66	13,307,915
Equity compensation plans not approved by security holders	—	—		—
Total	2,185,139	$	10.66	13,307,915

(1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 840,358 performance-based restricted stock units ("PSUs"), which is the target number of PSUs that are payable under the Employee Equity Plan, though no shares will be issued until achievement of applicable performance goals, and includes 466,579 time-vested restricted stock units ("RSUs") granted under the Employee Equity Plan.

(2) The weighted-average exercise price of outstanding options, warrants and rights does not take into account outstanding PSUs and RSUs granted under the Employee Equity Plan.

(3) Consists of 11,076,430 shares that may be awarded under the Employee Equity Plan, 359,761 shares that may be awarded under the 2011 Directors' Equity Participation Plan and 1,871,724 of shares that may be purchased under the Employee Stock Purchase Plan. Excludes accrued purchase rights under the Employee Stock Purchase Plan as of December 31, 2017 as the number of shares to be purchased is indeterminable until the time shares are issued.

Performance Graph

The following graph shows cumulative total shareholder return (i.e., price change, plus reinvestment of dividends) on the common stock of Fulton Financial Corporation during the five-year period ended December 31, 2017 , compared with (1) the NASDAQ Bank Index and (2) the Standard and Poor's 500 index ("S&P 500"). The graph is not indicative of future price performance.

The graph below is furnished under this Part II, Item 5 of this Form 10-K and shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.



	Year Ending December 31
Index	2012		2013		2014		2015		2016		2017
Fulton Financial Corporation	$	100.00	$	139.83	$	135.84	$	147.31	$	218.78	$	213.66
S&P 500	$	100.00	$	132.39	$	150.51	$	152.59	$	170.84	$	208.14
NASDAQ Bank Index	$	100.00	$	136.62	$	152.77	$	156.15	$	197.60	$	233.94

Item 6. Selected Financial Data

5-YEAR CONSOLIDATED SUMMARY OF FINANCIAL RESULTS

(dollars in thousands, except per-share data)



	2017			2016			2015			2014			2013
SUMMARY OF INCOME
Interest income	$	668,866		$	603,100		$	583,789		$	596,078		$	609,689
Interest expense	93,502			82,328			83,795			81,211			82,495
Net interest income	575,364			520,772			499,994			514,867			527,194
Provision for credit losses	23,305			13,182			2,250			12,500			40,500
Investment securities gains, net	9,071			2,550			9,066			2,041			8,004
Non-interest income, excluding investment securities gains	198,903			187,628			172,773			165,338			179,660
Loss on redemption of trust preferred securities	—			—			5,626			—			—
Non-interest expense, excluding loss on redemption of trust preferred securities	525,579			489,519			474,534			459,246			461,433
Income before income taxes	234,454			208,249			199,423			210,500			212,925
Income taxes	62,701			46,624			49,921			52,606			51,085
Net income	$	171,753		$	161,625		$	149,502		$	157,894		$	161,840
PER COMMON SHARE
Net income (basic)	$	0.98		$	0.93		$	0.85		$	0.85		$	0.84
Net income (diluted)	0.98			0.93			0.85			0.84			0.83
Cash dividends	0.47			0.41			0.38			0.34			0.32
RATIOS
Return on average assets	0.88		%	0.88		%	0.86		%	0.93		%	0.96		%
Return on average equity	7.83			7.69			7.38			7.62			7.88
Return on average tangible equity ⁽¹⁾	10.33			10.30			10.01			10.31			10.76
Net interest margin	3.28			3.18			3.21			3.39			3.50
Efficiency ratio ⁽¹⁾	64.5			67.2			68.6			65.7			63.4
Dividend payout ratio	48.0			44.1			44.7			40.5			38.6
PERIOD-END BALANCES
Total assets	$	20,036,905		$	18,944,247		$	17,914,718		$	17,124,767		$	16,934,634
Investment securities	2,547,956			2,559,227			2,484,773			2,323,371			2,568,434
Loans, net of unearned income	15,768,247			14,699,272			13,838,602			13,111,716			12,782,220
Deposits	15,797,532			15,012,864			14,132,317			13,367,506			12,491,186
Short-term borrowings	617,524			541,317			497,663			329,719			1,258,629
FHLB advances and long-term debt	1,038,346			929,403			949,542			1,139,413			883,584
Shareholders’ equity	2,229,857			2,121,115			2,041,894			1,996,665			2,063,187
AVERAGE BALANCES
Total assets	$	19,580,367		$	18,371,173		$	17,406,843		$	16,959,507		$	16,811,337
Investment securities	2,547,914			2,469,564			2,347,810			2,485,292			2,715,546
Loans, net of unearned income	15,236,612			14,128,064			13,330,973			12,885,180			12,578,524
Deposits	15,481,221			14,585,545			13,747,113			12,867,663			12,473,184
Short-term borrowings	533,564			395,727			323,772			832,839			1,196,323
FHLB advances and long-term debt	1,034,444			959,142			1,023,972			965,601			889,461
Shareholders’ equity	2,193,863			2,100,634			2,026,883			2,071,640			2,053,821


(1)	Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the following heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" below.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Annual Report on Form 10-K contains supplemental financial information, as detailed below, which has been derived by methods other than Generally Accepted Accounting Principles ("GAAP"). The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety. Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure as of and for the year ended December 31:



	2017			2016			2015			2014			2013
	(in thousands, except per share data and percentages)
Return on average tangible equity
Net income	$	171,753		$	161,625		$	149,502		$	157,894		$	161,840
Plus: Intangible amortization, net of tax	—			—			161			818			1,584
Numerator	$	171,753		$	161,625		$	149,663		$	158,712		$	163,424

Average common shareholders' equity	$	2,193,863		$	2,100,634		$	2,026,883		$	2,071,640		$	2,053,821
Less: Average goodwill and intangible assets	(531,556		)	(531,556		)	(531,618		)	(532,425		)	(534,431		)
Average tangible shareholders' equity (denominator)	$	1,662,307		$	1,569,078		$	1,495,265		$	1,539,215		$	1,519,390

Return on average tangible equity	10.33		%	10.30		%	10.01		%	10.31		%	10.76		%

Efficiency ratio
Non-interest expense	$	525,579		$	489,519		$	480,160		$	459,246		$	461,433
Less: Amortization of tax credit investments	(11,028		)	—			—			—			—
Less: Intangible amortization	—			—			(247		)	(1,259		)	(2,438		)
Less: Loss on redemption of trust preferred securities	—			—			(5,626		)	—			—
Numerator	$	514,551		$	489,519		$	474,287		$	457,987		$	458,995

Net interest income (fully taxable equivalent) (1)	$	598,565		$	541,271		$	518,464		$	532,322		$	544,474
Plus: Total Non-interest income	207,974			190,178			181,839			167,379			187,664
Less: Investment securities gains, net	(9,071		)	(2,550		)	(9,066		)	(2,041		)	(8,004		)
Denominator	$	797,468		$	728,899		$	691,237		$	697,660		$	724,134

Efficiency ratio	64.5		%	67.2		%	68.6		%	65.6		%	63.4		%

Non-performing assets to tangible equity and allowance for credit losses
Non-performing assets (numerator)	$	144,582		$	144,453		$	155,913		$	150,504		$	169,329

Tangible equity	$	1,698,301		$	1,589,559		$	1,510,338		$	1,464,862		$	1,530,111
Plus: Allowance for credit losses	176,084			171,325			171,412			185,931			204,917
Tangible equity and allowance for credit losses (denominator)	$	1,874,385		$	1,760,884		$	1,681,750		$	1,650,793		$	1,735,028
Non-performing assets to tangible common shareholders' equity and allowance for credit losses	7.71		%	8.20		%	9.27		%	9.12		%	9.76		%

(1) Presented on a fully taxable equivalent basis, using a 35% Federal tax rate and statutory interest expense disallowances.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("Management’s Discussion") relates to Fulton Financial Corporation (the "Corporation"), a financial holding company registered under the Bank Holding Company Act and incorporated under the laws of the Commonwealth of Pennsylvania in 1982, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated financial statements and other financial information presented in this report.

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition and results of operations. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions which are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond the Corporation's control and ability to predict, that could cause actual results to differ materially from those expressed in the forward-looking statements. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:


•	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 interest rate-sensitive assets to interest 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 effects of the extensive level of regulation and supervision to which the Corporation and its bank subsidiaries are subject;


•	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, investigations and examinations 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 three of 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 continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;


•	the effects of, and uncertainty surrounding, new legislation, changes in regulation and government policy, and changes in leadership at the federal banking agencies, which could result in significant changes in banking and financial services regulation;


•	the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact money supply and market interest rates;


•	the effects of changes in U.S. federal, state or local tax laws;


•	the effects of negative publicity on the Corporation’s reputation;


•	the effects of adverse outcomes in litigation and governmental or administrative proceedings;


•	the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;


•	the Corporation's ability to obtain regulatory approvals to consolidate its bank subsidiaries and achieve intended reductions in the time, expense and resources associated with regulatory compliance from such consolidations;


•	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 effects of changes in accounting policies, standards, and interpretations on the Corporation's financial condition and results of operations;


•	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, including data breaches and cyber attacks;


•	the Corporation’s ability to keep pace with technological changes;


•	the Corporation’s ability to attract and retain talented personnel;


•	capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s ability to generate capital internally or raise capital on favorable terms;


•	the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions; and


•	the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets.

OVERVIEW

The Corporation is a financial holding company comprised of six wholly owned banking subsidiaries which provide a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and/or maintaining or increasing the net interest margin, which is net interest income (fully taxable-equivalent, or "FTE") as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses on loans, non-interest expenses and income taxes.

The following table presents a summary of the Corporation’s earnings and selected performance ratios:



	2017			2016
Net income (in thousands)	$	171,753		$	161,625
Diluted net income per share	$	0.98		$	0.93
Return on average assets	0.88		%	0.88		%
Return on average equity	7.83		%	7.69		%
Return on average tangible equity ⁽¹⁾	10.33		%	10.30		%
Net interest margin ⁽²⁾	3.28		%	3.18		%
Efficiency ratio ⁽¹⁾	64.5		%	67.2		%
Non-performing assets to total assets	0.72		%	0.76		%
Annualized net charge-offs to average loans	0.12		%	0.09		%


(1)	Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. Selected Financial Data.


(2)	Presented on an FTE basis, using a 35% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of Management’s Discussion.

Following is a summary of the financial highlights for the year ended December 31, 2017 :

•

Net Income Per Share Growth - Diluted net income per share increased $0.05 , or 5.4% , to $0.98 per diluted share, compared to $0.93 in 2016 . This increase was due to an increase in net income of $10.1 million , or 6.3% , partially offset by a $1.5 million , or 0.9% , increase in weighted average diluted shares outstanding in comparison to 2016 . The increase in net income was driven by a $54.6 million , or 10.5% , increase in net interest income and a $17.8 million , or 9.4% , increase in non-interest income, including a $6.5 million increase in investment securities gains, which were offset by a $10.1 million increase in the provision for credit losses, a $36.1 million , or 7.4% , increase in non-interest expense and a $15.6 million income tax expense charge arising from tax reform legislation enacted late in the fourth quarter, as further discussed below.


•	Net Interest Income Growth - The $54.6 million increase in net interest income resulted from growth in interest-earning assets and the impact of a 10 basis point increase in the net interest margin, reflecting the impact of multiple rate increases by the Federal Reserve Bank (FRB) in 2016 and 2017 .


◦	Net Interest Margin - For the year ended December 31, 2017 , the net interest margin increased 10 basis points, or 3.1% , in comparison to 2016 , driven by a 13 basis point increase in yields on interest-earning assets, partially offset by a 3 basis point increase in the cost of funds.


◦	Loan Growth - Average loans increased $1.1 billion , or 7.8% , in comparison to 2016 , with notable increases in commercial and residential mortgages, commercial - industrial, financial and agricultural, and construction loans. The Corporation's loan growth occurred throughout all of its geographic markets.


◦	Deposit Growth - Average deposits increased $895.7 million , or 6.1% , in comparison to 2016 . The increase was the result of growth in demand and savings accounts, partially offset by a decrease in time deposits. At December 31, 2017 , the loan-to-deposit ratio was to 99.8% , as compared to 97.9% at December 31, 2016 .


•	Provision for credit losses - The provision for credit losses increased $10.1 million to $23.3 million for the year ended December 31, 2017 , primarily driven by growth in the loan portfolio and an increase in the reserve for unfunded lending commitments.


•	Non-Interest Income - Non-interest income, excluding securities gains, increased $11.3 million , or 6.0% , in comparison to 2016 , primarily driven by a $5.1 million net gain recognized on the settlement of litigation, and increases in investment management and trust services income, Small Business Administration ("SBA") lending income, debit and credit card income and merchant fees.


•	Investment Securities Gains - Investment securities gains totaled $9.1 million in comparison to $2.6 million in 2016 . Gains on the sales of financial institution common stocks of $13.6 million were partially offset by approximately $4.5 million of losses on debt securities sales as a result of repositioning the investment portfolio.


•	Non-Interest Expense - Non-interest expense increased $36.1 million , or 7.4% , in comparison to 2016 , driven largely by the amortization of tax credit investments, higher salaries and employee benefits expense, state taxes, other outside services and the write-off of certain accumulated capital expenditures related to technology initiatives in commercial banking.

•

Income Taxes - Income tax expense for 2017 resulted in an effective tax rate ("ETR") of 26.7% , as compared to 22.4% for 2016 . Included in 2017 income tax expense was a charge of $15.6 million, or 6.7%, of income before income taxes. This amount reflects an estimated reduction in the value of the net deferred tax asset as a result of the U.S. corporate income tax rate decrease included in the Tax Cuts and Jobs Act of 2017 ("Tax Act"). Absent the impact of the rate reduction, income tax expense for 2017 would have been approximately $47.1 million, or 20.1%, of income before income taxes. The decrease in the ETR, absent the $15.6 million charge, from 2016 to 2017, was related to increases in tax credit investments and related net tax credits and the impact of the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standard Update ("ASU") 2016-09, Improvements to Employee Share-based Payments Accounting, in the first quarter of 2017. See "Note 1 - Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

CRITICAL ACCOUNTING POLICIES

The following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, as they require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain. See additional information regarding these critical accounting policies in "Note 1 - Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Allowance for Credit Losses - The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and letters of credit and is recorded in other liabilities on the consolidated balance sheet.

The Corporation’s allowance for loan losses includes: 1) specific allowances allocated to loans evaluated for impairment under the Financial Accounting Standards Board's Accounting Standards Codification ("FASB ASC") Section 310-10-35; and 2) allowances calculated for pools of loans evaluated for impairment under FASB ASC Subtopic 450-20.

Management's estimate of incurred losses in the loan portfolio is based on a methodology that includes the following critical judgments:

•

Identification of potential problem loans in a timely manner. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in the loan.

The Corporation does not assign internal risk ratings for residential mortgages, home equity loans, consumer loans, lease receivables, and construction loans to individuals secured by residential real estate, as these portfolios consist of a larger number of loans with smaller balances. Instead, these portfolios are evaluated for risk through the monitoring of delinquency status.

•

Proper collateral valuation of impaired loans evaluated for impairment under FASB ASC Section 310-10-35. Substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million are measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial loans. Commercial loans may also be secured by real property.

For loans secured by real estate, estimated fair values are determined primarily through appraisals performed by state certified third-party appraisers, discounted to arrive at expected net sale proceeds. For collateral-dependent loans, estimated real estate fair values are also net of estimated selling costs. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated appraisal of the real estate is necessary. This decision is based on various considerations, including: the age of the most recent appraisal; the loan-to-value ratio based on the original appraisal; the condition of the property; the Corporation’s experience and knowledge of the real estate market; the purpose of the loan; market factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others. The Corporation generally obtains updated appraisals performed by state certified third-party appraisers for impaired loans secured predominately by real estate every 12 months.

When updated appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted appropriately for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans, generally less than 70% .

•

Proper measurement of allowance needs for pools of loans evaluated for impairment under FASB ASC Subtopic 450-20. For loan loss allocation purposes, loans are segmented into pools with similar characteristics. These pools are established by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, net of unearned income," within "Note 4 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. For commercial loans, class segments include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments are based on collateral types and include direct consumer installment loans and indirect automobile loans.

Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status.

A loss rate is calculated for each pool through a migration analysis based on historical losses as loans migrate through the various risk rating or delinquency categories. Estimated loss rates are based on a probability of default and a loss given default. The loss rate is adjusted to consider qualitative factors, such as economic conditions and trends.

•

Overall assessment of the risk profile of the loan portfolio. The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. Prior to 2017, the Corporation maintained an unallocated allowance for credit losses for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure. In 2017, enhancements were made to allow for the impact of these factors and conditions to be quantified in the allowance allocation process. Accordingly, an unallocated allowance for credit losses is no longer necessary.

For additional details related to the allowance for credit losses, see "Note 4 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Goodwill - Goodwill recorded in connection with acquisitions is not amortized to expense, but is tested at least annually for impairment. A quantitative annual impairment test is not required if, based on a qualitative analysis, the Corporation determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. The Corporation completes its annual goodwill impairment test as of October 31st of each year. The Corporation tests for impairment by first allocating its goodwill and other assets and liabilities, as necessary, to defined reporting units. A fair value is then determined for each reporting unit. If the fair values of the reporting units exceed their book values, no write-down of the recorded goodwill through an impairment charge to non-interest expense is necessary. If the fair values are less than the book values, an additional valuation procedure is necessary to assess the proper carrying value of the goodwill.

Reporting unit valuation is inherently subjective, with a number of factors based on assumptions and management judgments. Among these are future growth rates for the reporting units, selection of comparable market transactions, discount rates and earnings capitalization rates. Changes in assumptions and results due to economic conditions, industry factors and reporting unit performance and cash flow projections could result in different assessments of the fair values of reporting units and could result in impairment charges.

For additional details related to the annual goodwill impairment test, see "Note 6 - Goodwill and Intangible Assets," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Income Taxes – The provision for income taxes is based upon income before income taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

The Corporation must also evaluate the likelihood that deferred tax assets will be recovered through future taxable income. If any such assets are more likely than not to not be recovered, a valuation allowance must be recognized. The assessment of the carrying value of deferred tax assets is based on certain assumptions, changes in which could have a material impact on the Corporation’s consolidated financial statements.

On a periodic basis, the Corporation evaluates its income tax positions based on tax laws, regulations and financial reporting considerations, and records adjustments as appropriate. Recognition and measurement of tax positions is based upon management’s evaluations of current taxing authorities’ examinations of the Corporation’s tax returns, recent positions taken by the taxing authorities on similar transactions and the overall tax environment.

Fair Value Measurements – FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value based on the following three categories (from highest to lowest priority):


•	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.

The Corporation has categorized all assets and liabilities measured at fair value either on a recurring or nonrecurring basis into the above three levels.

The determination of fair value for assets categorized as Level 3 items involves a great deal of subjectivity due to the use of unobservable inputs. In addition, determining when a market is no longer active and placing little or no reliance on distressed market prices requires the use of management’s judgment. The Corporation's Level 3 assets include available for sale debt securities in the form of pooled trust preferred securities, certain single-issuer trust preferred securities issued by financial institutions and auction rate securities. The Corporation also categorizes impaired loans, net of allowance allocations, other real estate owned ("OREO") and mortgage servicing rights ("MSRs") as Level 3 assets measured at fair value on a nonrecurring basis.

The Corporation engages third-party valuation experts to assist in valuing interest rate swap derivatives and most available-for-sale investment securities, both measured at fair value on a recurring basis, and MSRs, which are measured at fair value on a non-recurring basis. The pricing data and market quotes the Corporation obtains from outside sources are reviewed internally for reasonableness.

For additional details see "Note 18 - Fair Value Measurements," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for the disclosures required by FASB ASC Topic 820.

New Accounting Standards

For a description of new accounting standards issued, but not yet adopted by the Corporation, see "New Accounting Standards," in "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is the most significant component of the Corporation’s net income. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item 7A, "Quantitative and Qualitative Disclosures About Market Risk."

The following table provides a comparative average balance sheet and net interest income analysis for 2017 compared to 2016 and 2015 . Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these tax-equivalent amounts.



	2017								2016								2015
	Average Balance			Interest ⁽¹⁾			Yield/ Rate		Average Balance			Interest ⁽¹⁾			Yield/ Rate		Average Balance			Interest ⁽¹⁾			Yield/ Rate
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loans, net of unearned income ⁽²⁾	$	15,236,612		$	620,803		4.07	%	$	14,128,064		$	558,472		3.95	%	$	13,330,973		$	537,979		4.04	%
Taxable investment securities ⁽³⁾	2,132,426			47,029			2.21		2,128,497			44,975			2.11		2,093,829			45,279			2.16
Tax-exempt investment securities ⁽³⁾	407,157			17,794			4.37		327,098			14,865			4.54		230,633			12,120			5.26
Equity securities ⁽³⁾	8,331			500			6.00		13,969			780			5.58		23,348			1,295			5.54
Total investment securities	2,547,914			65,323			2.56		2,469,564			60,620			2.45		2,347,810			58,694			2.50
Loans held for sale	20,008			876			4.38		19,697			728			3.70		19,937			801			4.02
Other interest-earning assets	451,015			5,066			1.12		407,471			3,779			0.93		447,354			4,785			1.07
Total interest-earning assets	18,255,549			692,068			3.79		17,024,796			623,599			3.66		16,146,074			602,259			3.73
Noninterest-earning assets:
Cash and due from banks	108,523								104,772								105,359
Premises and equipment	219,960								227,047								226,436
Other assets ⁽³⁾	1,168,759								1,179,437								1,103,427
Less: Allowance for loan losses	(172,424		)						(164,879		)						(174,453		)
Total Assets	$	19,580,367							$	18,371,173							$	17,406,843
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits	$	3,831,865		$	12,976		0.34	%	$	3,552,886		$	6,654		0.19	%	$	3,255,192		$	4,299		0.13	%
Savings deposits	4,468,205			13,477			0.30		4,054,970			7,981			0.20		3,677,079			5,435			0.15
Brokered deposits	49,126			613			1.25		—			—			—		—			—			—
Time deposits	2,721,724			30,726			1.13		2,825,722			30,058			1.06		2,988,648			30,748			1.03
Total interest-bearing deposits	11,070,920			57,792			0.52		10,433,578			44,693			0.43		9,920,919			40,482			0.41
Short-term borrowings	533,564			2,779			0.52		395,727			855			0.21		323,772			372			0.11
Long-term debt	1,034,444			32,932			3.18		959,142			36,780			3.83		1,023,972			42,941			4.19
Total interest-bearing liabilities	12,638,928			93,503			0.74		11,788,447			82,328			0.70		11,268,663			83,795			0.74
Noninterest-bearing liabilities:
Demand deposits	4,410,301								4,151,967								3,826,194
Other	337,275								330,125								285,103
Total Liabilities	17,386,504								16,270,539								15,379,960
Shareholders’ equity	2,193,863								2,100,634								2,026,883
Total Liabilities and Shareholders' Equity	$	19,580,367							$	18,371,173							$	17,406,843
Net interest income/net interest margin (FTE)				598,565			3.28	%				541,271			3.18	%				518,464			3.21	%
Tax equivalent adjustment				(23,201		)						(20,499		)						(18,470		)
Net interest income				$	575,364							$	520,772							$	499,994

(1) Includes dividends earned on equity securities.

(2) Includes non-performing loans.

(3) Includes amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

Note: The weighted average interest rate on total average interest-bearing liabilities and average non-interest bearing demand deposits (“cost of funds”) was 0.55%, 0.52% and 0.56% for the years ended December 31, 2017, 2016 and 2015 respectively.

The following table summarizes the changes in FTE interest income and expense resulting from changes in average balances (volumes) and changes in rates:



	2017 vs. 2016 Increase (decrease) due to change in									2016 vs. 2015 Increase (decrease) due to change in
	Volume			Rate			Net			Volume			Rate			Net
							(in thousands)
Interest income on:
Loans and leases	$	44,822		$	17,509		$	62,331		$	31,676		$	(11,183	)	$	20,493
Taxable investment securities	83			1,971			2,054			743			(1,047		)	(304		)
Tax-exempt investment securities	3,268			(339		)	2,929			4,551			(1,806		)	2,745
Equity securities	(309		)	29			(280		)	(524		)	10			(514		)
Loans held for sale	12			136			148			(10		)	(63		)	(73		)
Other interest-earning assets	433			854			1,287			(404		)	(603		)	(1,007		)
Total interest income	$	48,309		$	20,160		$	68,469		$	36,032		$	(14,692	)	$	21,340
Interest expense on:
Demand deposits	$	562		$	5,760		$	6,322		$	423		$	1,932		$	2,355
Savings deposits	884			4,612			5,496			603			1,943			2,546
Brokered deposits	613			—			613			—			—			—
Time deposits	(781		)	1,449			668			(1,711		)	1,021			(690		)
Short-term borrowings	379			1,545			1,924			106			377			483
Long-term debt	1,732			(5,580		)	(3,848		)	(2,620		)	(3,541		)	(6,161		)
Total interest expense	$	3,389		$	7,786		$	11,175		$	(3,199	)	$	1,732		$	(1,467	)



Note:	Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of the direct changes that are attributable to each component.

Comparison of 2017 to 2016

FTE net interest income increased $57.3 million , or 10.6% , to $598.6 million in 2017 . Net interest margin increased 10 basis points to 3.28% in 2017 from 3.18% in 2016 .

As summarized above, FTE interest income increased $48.3 million as the result of a $1.2 billion , or 7.2% , increase in average interest-earning assets, primarily loans. The 13 basis point increase in the yield on interest-earning assets resulted in a $20.2 million increase in FTE interest income. The yield on the loan portfolio increased 12 basis points, to 4.07% , largely due to the 25 basis point increases in the federal funds rate that occurred in each of December 2016 and March and June 2017.

Interest expense increased $11.2 million , with a 4 basis point increase in the rate on average interest-bearing liabilities, contributing $7.8 million , to this increase. The increase in the cost of interest-bearing liabilities reflects a 9 basis point increase in the cost of interest-bearing deposits primarily due to promotional campaigns and increasing interest rates for deposit balances for which the interest rate is linked to an index, which was partially offset by lower long-term borrowing costs due to debt refinancings in 2017 and prior years. In addition, the $850.5 million , or 7.2% , increase in average interest-bearing liabilities accounted for $3.4 million of the increase in interest expense.

Average loans and average FTE yields, by type, are summarized in the following table:



	2017				2016				Increase (Decrease) in Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate - commercial mortgage	$	6,161,731	4.04	%	$	5,636,696	3.98	%	$	525,035		9.3	%
Commercial - industrial, financial and agricultural	4,236,810		4.01		4,080,854		3.78		155,956			3.8
Real estate - residential mortgage	1,779,270		3.80		1,464,744		3.77		314,526			21.5
Real estate - home equity	1,582,705		4.38		1,651,112		4.08		(68,407		)	(4.1	)
Real estate - construction	921,879		4.08		824,182		3.79		97,697			11.9
Consumer	304,162		4.99		276,792		5.36		27,370			9.9
Leasing and other	250,055		5.10		193,684		5.83		56,371			29.1
Total	$	15,236,612	4.07	%	$	14,128,064	3.95	%	$	1,108,548		7.8	%

Average loans increased $1.1 billion , or 7.8% , which contributed $44.8 million to the increase in FTE interest income. In addition, the average yield on the loan portfolio increased 12 basis points, contributing $17.5 million to the increase in FTE interest income. The increase in average yields on loans was driven by the repricing of existing variable and adjustable rate loans as a result of increases in the prime rate and the London Interbank Offered Rate ("LIBOR"), which are the indexes used to determine the interest rates on many of the loans in the Corporation's portfolio.

The increase in average loans resulted from growth in the commercial mortgage and residential mortgage portfolios, as well as the commercial loan, construction and leasing portfolios. The $525.0 million , or 9.3% , growth in commercial mortgages occurred in both owner-occupied and investment property types and was realized in all geographic markets, but largely in Pennsylvania. The $ 314.5 million , or 21.5% , increase in residential mortgages was also realized across all geographic markets, with the most significant increases occurring in Maryland, Virginia and Pennsylvania. This growth was, in part, related to new product offerings and marketing efforts focused on specific customer segments, including loans to low- to moderate-income and minority borrowers, and loans to borrowers located in low- to moderate-income and majority-minority geographies. The $156.0 million , or 3.8% , increase in commercial loans was spread across a broad range of industries and concentrated in Pennsylvania.

Average investment securities increased $78.4 million , or 3.2% , in comparison to 2016 , which contributed $3.0 million to the increase in FTE interest income. The average yield on investment securities increased 11 basis points, contributing $1.7 million to the increase in FTE interest income. Other interest-earning assets increased $43.5 million , or 10.7% , and the yield increased 19 basis points in comparison to 2016 . Combined, these increases contributed $1.3 million to the increase FTE interest income.

Interest-bearing deposits contributed $13.1 million to the increase in interest expense, increasing $637.3 million , or 6.1% , in comparison to 2016 showing a 15 and 10 basis point increase, respectively, in the rate on average interest-bearing demand and savings deposits. These increases contributed $6.3 million and $5.5 million , respectively, to the increase in interest expense.

The average cost of interest-bearing deposits increased 9 basis points to 0.52% in 2017 from 0.43% in 2016 , due to increases in the rates on all types of interest-bearing deposits.

Average deposits and interest rates, by type, are summarized in the following table:



	2017					2016				Increase (Decrease) in Balance
	Balance		Rate			Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,410,301	—	%		$	4,151,967	—	%	$	258,334		6.2	%
Interest-bearing demand	3,831,865		0.34			3,552,886		0.19		278,979			7.9
Savings and money market accounts	4,468,205		0.30			4,054,970		0.20		413,235			10.2
Total demand and savings	12,710,371		0.12			11,759,823		0.12		950,548			8.1
Brokered deposits	49,126		1.25		—	—		—		49,126			N/M
Time deposits	2,721,724		1.13			2,825,722		1.06		(103,998		)	(3.7	)
Total deposits	$	15,481,221	0.37	%		$	14,585,545	0.31	%	$	895,676		6.1	%

N/M - Not meaningful

The $950.5 million , or 8.1% , increase in average total demand and savings account balances was primarily due to a $549.9 million, or 10.1%, increase in personal account balances, a $242.8 million, or 5.7%, increase in business account balances, and a $147.7 million, or 7.4%, increase in state and municipal account balances.

During the third quarter of 2017, the Corporation began accepting deposits under an agreement with a non-bank third party pursuant to which excess cash in the accounts of customers of the third party is swept on a collective basis, as frequently as every business day, by the third party, into omnibus deposit accounts maintained by one of the Corporation’s subsidiary banks. Under the agreement with the third party, generally, no more than $100 million of excess cash in accounts of customers of the third party may be swept into the omnibus deposit accounts. The average balance in the omnibus accounts was $49.1 million in 2017 and is shown as “brokered deposits” in the above table. This source of customer funding is considered to be both geographically diverse and relatively stable, with balances in the omnibus deposit accounts bearing interest at a rate based on the federal funds rate.

Total average short-term borrowings and long-term debt increased $213.1 million , or 15.7% , while the total average cost of these funds decreased 50 basis points to 2.28%. The net effect of these offsetting changes was a $1.9 million decrease in interest expense. The increase in average balances reflects the need for additional funding to support average loan growth as increases in average deposits were somewhat lower.

Average borrowings and interest rates, by type, are summarized in the following table:



	2017				2016				Increase in Balance
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	188,769	0.12	%	$	184,978	0.11	%	$	3,791	2.0	%
Customer short-term promissory notes	108,649		0.31		72,224		0.03		36,425		50.4
Total short-term customer funding	297,418		0.19		257,202		0.09		40,216		15.6
Federal funds purchased	163,102		0.92		127,604		0.45		35,498		27.8
Short-term FHLB advances ⁽¹⁾	73,044		0.94		10,921		0.43		62,123		N/M
Total short-term borrowings	533,564		0.52		395,727		0.21		137,837		34.8
Long-term debt:
FHLB Advances	640,737		2.31		597,211		3.12		43,526		7.3
Other long-term debt	393,707		4.61		361,931		5.01		31,776		8.8
Total long-term debt	1,034,444		3.18		959,142		3.83		75,302		7.9
Total	$	1,568,008	2.28	%	$	1,354,869	2.78	%	$	213,139	15.7	%

N/M - Not meaningful

(1) Represents FHLB advances with an original maturity term of less than one year.

Total average short-term borrowings increased $137.8 million , or 34.8% , due to an increase in average short-term FHLB advances, customer short-term promissory notes and federal funds purchased. The cost of average short-term borrowings increased 31 basis points to 0.52% in 2017 , largely due to the FRB rate increases.

Average other long-term debt increased $31.8 million due mainly to the issuance of $125.0 million of senior notes in March 2017, partially offset by the repayment of $100.0 million of 10-year subordinated notes, which matured on May 1, 2017. The 65 basis point, or 17.0% , decrease in the average rate on long-term debt was the result of the interest rate differential on the senior notes and subordinated notes, and $200 million of FHLB advances that were refinanced in December of 2016, which reduced the weighted average rate on these advances from 4.03% to 2.40%.

Comparison of 2016 to 2015

FTE net interest income increased $22.8 million, or 4.4%, to $541.3 million in 2016. Net interest margin decreased 3 basis points, to 3.18% in 2016 from 3.21% in 2015.

As summarized above, FTE interest income increased $36.0 million as the result of an $878.7 million, or 5.4%, increase in average interest-earning assets. This increase was partially offset by a $14.7 million decrease resulting from a 7 basis point decline in average yields on interest earning assets.

Average loans and average FTE yields, by type, are summarized in the following table:



	2016				2015				Increase (Decrease) in Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate - commercial mortgage	$	5,636,696	3.98	%	$	5,246,054	4.13	%	$	390,642		7.4	%
Commercial - industrial, financial and agricultural	4,080,854		3.78		3,882,998		3.80		197,856			5.1
Real estate - home equity	1,651,112		4.08		1,700,851		4.10		(49,739		)	(2.9	)
Real estate - residential mortgage	1,464,744		3.77		1,371,321		3.81		93,423			6.8
Real estate - construction	824,182		3.79		726,914		3.88		97,268			13.4
Consumer	276,792		5.36		265,688		5.57		11,104			4.2
Leasing and other	193,684		5.83		137,147		6.76		56,537			41.2
Total	$	14,128,064	3.95	%	$	13,330,973	4.04	%	$	797,091		6.0	%

Average loans increased $797.1 million, or 6.0%, which contributed $31.7 million to the increase in FTE interest income. This increase was partially offset by an $11.2 million decrease in FTE interest income as a result of a 9 basis point decline in the average yield on the loan portfolio. The increase in average loans was driven largely by growth in the commercial mortgage, commercial loan, construction, residential mortgage and leasing portfolios. The commercial mortgage growth was realized in all geographic markets, but largely in Pennsylvania. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.

Average investment securities increased $121.8 million, or 5.2%, in comparison to 2015. The average yield on investment securities decreased 5 basis points to 2.45% in 2016 from 2.50% in 2015. Other interest earning assets decreased $39.9 million, or 8.9%.

Interest expense decreased $1.5 million, or 1.8%, to $82.3 million in 2016 from $83.8 million in 2015, despite an increase in total average interest-bearing liabilities of $519.8 million, or 4.6%, compared to 2015. The impact of the increase in average balances of interest-bearing liabilities was more than offset by a 4 basis point decrease in the average cost of these interest-bearing liabilities. This decrease resulted from a shift in funding mix that was more concentrated in lower-cost deposits and short-term borrowings, as well as the impact of long-term debt refinancing activities.

Average deposits and interest rates, by type, are summarized in the following table:



	2016				2015				Increase (Decrease) in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,151,967	—	%	$	3,826,194	—	%	$	325,773		8.5	%
Interest-bearing demand	3,552,886		0.19		3,255,192		0.13		297,694			9.1
Savings and money market accounts	4,054,970		0.20		3,677,079		0.15		377,891			10.3
Total demand and savings	11,759,823		0.12		10,758,465		0.09		1,001,358			9.3
Time deposits	2,825,722		1.06		2,988,648		1.03		(162,926		)	(5.5	)
Total deposits	$	14,585,545	0.31	%	$	13,747,113	0.29	%	$	838,432		6.1	%

The $1.0 billion, or 9.3%, increase in average total demand and savings account balances was primarily due to a $500.8 million, or 10.1%, increase in personal account balances, a $342.1 million, or 8.7%, increase in business account balances, and a $159.4 million, or 8.6%, increase in state and municipal account balances.

The average cost of interest-bearing deposits increased 2 basis points to 0.43% in 2016 from 0.41% in 2015, primarily due to an increase in the rates on all interest-bearing deposits.

Average borrowings and interest rates, by type, are summarized in the following table:



	2016				2015				Increase (Decrease) in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	184,978	0.11	%	$	161,093	0.10	%	$	23,885		14.8	%
Customer short-term promissory notes	72,224		0.03		81,530		0.02		(9,306		)	(11.4	)
Total short-term customer funding	257,202		0.09		242,623		0.07		14,579			6.0
Federal funds purchased	127,604		0.45		65,779		0.21		61,825			94.0
Short-term FHLB advances ⁽¹⁾	10,921		0.43		15,370		0.33		(4,449		)	(28.9	)
Total short-term borrowings	395,727		0.21		323,772		0.11		71,955			22.2
Long-term debt:
FHLB Advances	597,211		3.12		622,978		3.43		(25,767		)	(4.1	)
Other long-term debt	361,931		5.01		400,994		5.38		(39,063		)	(9.7	)
Total long-term debt	959,142		3.83		1,023,972		4.19		(64,830		)	(6.3	)
Total	$	1,354,869	2.78	%	$	1,347,744	3.21	%	$	7,125		0.5	%

(1) Represents FHLB advances with an original maturity term of less than one year.

Total average short-term borrowings increased $72.0 million, or 22.2%, primarily due to an increase in Federal funds purchased. Total long-term debt decreased $64.8 million as the result of maturing FHLB advances and the maturity of $100.0 million of subordinated debt in April 2015.

The cost of average short-term borrowings increased 10 basis points, to 0.21% in 2016, largely due to the FRB increasing the federal funds interest rate by 25 basis points in December 2015. The cost of average long-term debt decreased 36 basis points, to 3.83% in 2016, as the result of certain refinancing activities for FHLB advances and other long-term debt.

In June 2015, the Corporation issued $150 million of subordinated debt at an effective rate of 4.69%. The proceeds of this issuance were used to redeem $150 million of trust preferred securities, with an effective rate of 6.52%, in July 2015.

In the third quarter of 2015, the Corporation executed two transactions to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% which matured in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward

agreements were executed to refinance an additional $200 million of FHLB advances which matured in December 2016. These new advances have maturity dates from March 2021 to December 2021 and will reduce the weighted average rate on these advances from 4.03% to 2.40% and decreased interest expense on a quarterly basis by approximately $800,000 beginning in the first quarter of 2017.

Provision for Credit Losses

The provision for credit losses was $23.3 million in 2017 , an increase of $10.1 million in comparison to 2016 . The provision for credit losses for 2016 was $13.2 million , an increase of $10.9 million in comparison to 2015 . The increase in the provision for credit losses was primarily driven by loan growth and a $3.5 million increase in loss allocations for off balance sheet exposures.

The provision for credit losses is recognized as an expense in the consolidated statements of income and is the amount necessary to adjust the allowance for credit losses to its appropriate balance, as determined through the Corporation's allowance methodology. The Corporation determines the appropriate level of the allowance for credit losses based on many quantitative and qualitative factors, including, but not limited to: the size and composition of the loan portfolio, changes in risk ratings, changes in collateral values, delinquency levels, historical losses and economic conditions. See further discussion of the Corporation's allowance methodology under the heading "Critical Accounting Policies" above. For details related to the Corporation's allowance and provision for credit losses, see "Provision and Allowance for Credit Losses," under "Financial Condition" below.

Non-Interest Income and Expense

Comparison of 2017 to 2016

Non-Interest Income

The following table presents the components of non-interest income for 2017 and 2016 :



					Increase (Decrease)
	2017		2016		$			%
	(dollars in thousands)
Other service charges and fees:
Merchant fees	16,845		16,136		709			4.4
Debit card income	11,905		11,236		669			6.0
Commercial loan interest rate swap fees	11,694		11,560		134			1.2
Letter of credit fees	4,403		4,504		(101		)	(2.2	)
Foreign exchange income	1,759		1,555		204			13.1
Other	6,253		6,482		(229		)	(3.5	)
Total other service charges and fees	52,859		51,473		1,386			2.7
Service charges on deposit accounts:
Overdraft fees	$	22,569	$	22,175	$	394		1.8	%
Cash management fees	14,444		14,183		261			1.8
Other	13,993		14,988		(995		)	(6.6	)
Total service charges on deposit accounts	51,006		51,346		(340		)	(0.7	)
Investment management and trust services	49,249		45,270		3,979			8.8
Mortgage banking income:
Gain on sales of mortgage loans	13,036		15,685		(2,649		)	(16.9	)
Mortgage servicing income	6,892		3,730		3,162			84.8
Total mortgage banking income	19,928		19,415		513			2.6
Other non-interest income:
Credit card income	10,920		10,252		668			6.5
SBA lending income	3,511		2,425		1,086			N/M
Other income	11,430		7,447		3,983			53.5
Total other income	25,861		20,124		5,737			28.5
Total, excluding investment securities gains	198,903		187,628		11,275			6.0
Investment securities gains	9,071		2,550		6,521			N/M
Total	$	207,974	$	190,178	$	17,796		9.4	%

N/M - Not meaningful

Excluding investment securities gains, non-interest income increased $11.3 million, or 6.0%, for the year ended December 31, 2017, as compared to the same period in 2016. In the fourth quarter of 2017, the Corporation recognized a net gain of $5.1 million upon the settlement of litigation, included in other income in the table above. Excluding this settlement, non-interest income increased $6.2 million, or 3.3%, in 2017.

Other service charges and fees increased $1.4 million, or 2.7%, mainly due to increases in merchant fees and debit card income, as transaction volumes increased.

Investment management and trust services income increased $4.0 million, or 8.8%, with growth in both trust and brokerage income, due to overall market performance and an increase in assets under management to $7.1 billion at December 31, 2017, compared to $6.2 billion at December 31, 2016.

Gains on sales of mortgage loans decreased $2.6 million, or 16.9%, compared to the same period in 2016, as both volumes and pricing spreads decreased. Mortgage servicing income increased $3.2 million compared to the same period in 2016 due mainly to a $1.3 million reduction to the MSR valuation allowance in 2017, as compared to net increases to the valuation allowance of $1.3 million in 2016, recorded as reductions to servicing income. Excluding the impact of the MSR valuation allowance adjustments

in both periods, mortgage servicing income increased $560,000, or 11.1%, reflecting lower MSR amortization due to slowing prepayments. For more information, see Note 7, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Investment securities gains totaled $9.1 million , in comparison to $2.6 million in 2016 , as the Corporation recognized gains on the sales of financial institution common stocks. These gains were partially offset by approximately $4.5 million of pre-tax net losses as result of the Corporation repositioning its investment portfolio through the sale of certain debt securities during 2017 . See Note 4, "Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details.

Non-Interest Expense

The following table presents the components of non-interest expense for 2017 and 2016:



					Increase
	2017		2016		$		%
	(dollars in thousands)
Salaries and employee benefits	$	290,130	$	283,353	$	6,777	2.4	%
Net occupancy expense	49,708		47,611		2,097		4.4
Data processing and software	38,735		36,919		1,816		4.9
Other outside services	27,501		23,883		3,618		15.1
Equipment expense	12,935		12,788		147		1.1
Professional fees	12,688		11,004		1,684		15.3
FDIC insurance	11,049		9,767		1,282		13.1
Amortization of tax credit investments	11,028		—		11,028		N/M
State taxes	10,051		6,405		3,646		56.9
Marketing	8,034		7,044		990		14.1
Operating risk loss	4,342		2,815		1,527		54.2
Other	49,378		47,930		1,448		3.0
Total	$	525,579	$	489,519	$	36,060	7.4	%

N/M - Not meaningful

The $6.8 million, or 2.4%, increase in salaries and employee benefits during the year ended December 31, 2017, in comparison to the same period during 2016, primarily resulted from a $7.5 million, or 3.2%, increase in salaries, resulting from annual merit increases and an increase in staffing levels. The average number of full-time equivalent employees increased 2.3%, to 3,569, in 2017, as compared to 3,490 in 2016. These increases were partially offset by decreases in incentive compensation.

The $2.1 million, or 4.4%, increase in net occupancy expense was primarily driven by increases in rent expense, property tax expense and other occupancy expenses.

The $1.8 million, or 4.9%, increase in data processing and software resulted from higher transaction volumes, contractual increases in third-party service provider costs and the implementation of additional systems.

Other outside services increased $3.6 million, or 15.1%, largely due to consulting services related to pre-bank consolidation efforts, technology initiatives and continued investments in commercial banking technology initiatives.

Professional fees consist of legal and audit fees. Increases were realized mainly in legal fees in 2017 as a result of various legal proceedings, including those discussed in Note 17 "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

FDIC insurance expense increased $1.3 million, or 13.1%, reflecting the Corporation's largest banking subsidiary exceeding $10 billion in assets and becoming subject to the higher premium assessments applicable to institutions of that size, and balance sheet growth.

As a result of changes in the types of tax credit investments and related accounting requirements, amortization expense for certain types of tax credit investments, totaling $11.0 million, is now classified in non-interest expense, rather than income taxes.

State taxes increased $3.6 million, or 56.9%, due to legislated increases in the Pennsylvania bank shares tax rate and certain sales tax liabilities.

Marketing expense increased $990,000, or 14.1%, compared to the same period in 2016, due to an increase in the number of marketing promotions. In 2017, many of these promotions were focused on deposit generation.

The $1.4 million increase in other expense was primarily driven by the $3.4 million write-off of certain accumulated capital expenditures related to in-process technology initiatives in commercial banking due to a strategic shift to an alternative solution. This compares to $1.8 million of property write-downs in 2016 related to a branch closure and the reconfiguration of a building as part of a long-term facilities plan.

Comparison of 2016 to 2015

Non-Interest Income

The following table presents the components of non-interest income:



					Increase (Decrease)
	2016		2015		$			%
	(dollars in thousands)
Other service charges and fees:
Merchant fees	16,136		15,037		1,099			7.3
Commercial loan interest rate swap fees	11,560		5,518		6,042			109.5
Debit card income	11,236		10,748		488			4.5
Letter of credit fees	4,504		4,809		(305		)	(6.3	)
Foreign currency processing income	1,555		1,436		119			8.3
Other	6,482		6,444		38			0.6
Total other service charges and fees	51,473		43,992		7,481			17.0
Service charges on deposit accounts:
Overdraft fees	$	22,175	$	21,500	$	675		3.1	%
Cash management fees	14,183		13,342		841			6.3
Other	14,988		15,255		(267		)	(1.8	)
Total service charges on deposit accounts	51,346		50,097		1,249			2.5
Investment management and trust services	45,270		44,056		1,214			2.8
Mortgage banking income:
Gain on sales of mortgage loans	15,685		13,264		2,421			18.3
Mortgage servicing income	3,730		4,944		(1,214		)	(24.6	)
Total mortgage banking income	19,415		18,208		1,207			6.6
Other non-interest income:
Credit card income	10,252		9,638		614			6.4
SBA lending income	2,425		100		2,325			N/M
Other income	7,447		6,682		765			11.4
Total other income	20,124		16,420		3,704			22.6
Total, excluding investment securities gains	187,628		172,773		14,855			8.6
Investment securities gains	2,550		9,066		(6,516		)	(71.9	)
Total	$	190,178	$	181,839	$	8,339		4.6	%

N/M - Not meaningful

The $675,000, or 3.1%, increase in overdraft fee income during the year ended December 31, 2016, in comparison to the same period in 2015, consisted of a $461,000 increase in fees assessed on personal accounts and a $214,000 increase in fees assessed on commercial accounts, due to higher volumes. Cash management fees increased $841,000, or 6.3%, compared to 2015 due to higher transaction volumes and fee increases implemented in 2016.

The $1.1 million, or 7.3%, increase in merchant fee income, the $488,000, or 4.5%, increase in debit card income and the $614,000, or 6.4%, increase in credit card income were all due to increases in the volumes of transactions in comparison to 2015.

The $6.0 million increase in commercial loan interest rate swap fees was due to growth in commercial loans and the attractiveness of interest rate swaps in the current rate environment, whereby borrowers executed swaps to lock in fixed rates, while the Corporation continues to earn a floating rate. See "Note 10 - Derivative Financial Instruments," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details.

The $1.2 million, or 2.8%, increase in investment management and trust services income reflected a $1.6 million, or 6.4%, increase in trust commissions and money market income, partially offset by a $355,000, or 1.8%, decrease in brokerage fees. The increase in trust commission income was driven by a 9.3% in increase assets under management, as well as improvements in market values of existing assets.

Gains on sales of mortgage loans increased $2.4 million, or 18.3%, due to a 23.7% increase in pricing spreads compared to the prior year, partially offset by a $43.3 million, or 4.4%, decrease in new loan volumes. Mortgage servicing income decreased $1.2 million, or 24.6%, mainly due to a $1.3 million net valuation allowance recognized in 2016. See "Note 7 - Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details regarding the impairment charge.

SBA lending income increased $1.8 million compared to 2015. Other income increased $1.3 million, or 20.2%, due mainly to an increase in the cash surrender value of insurance contracts on directors and employees.

Gains on sales of investment securities decreased $6.5 million compared to 2015. See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details.

Non-Interest Expense

The following table presents the components of non-interest expense:



					Increase (Decrease)
	2016		2015		$			%
	(dollars in thousands)
Salaries and employee benefits	$	283,353	$	260,832	$	22,521		8.6	%
Net occupancy expense	47,611		47,777		(166		)	(0.3	)
Other outside services	23,883		27,785		(3,902		)	(14.0	)
Data processing and software	36,919		34,640		2,279			6.6
Equipment expense	12,788		14,514		(1,726		)	(11.9	)
FDIC insurance	9,767		11,470		(1,703		)	(14.8	)
Professional fees	11,004		11,244		(240		)	(2.1	)
Marketing	7,044		7,324		(280		)	(3.8	)
Loss on redemption of trust preferred securities	—		5,626		(5,626		)	N/M
Other	57,150		58,948		(1,798		)	(3.1	)
Total	$	489,519	$	480,160	$	9,359		1.9	%

N/M - Not meaningful

The $22.5 million, or 8.6%, increase in salaries and employee benefits during the year ended December 31, 2016 was primarily driven by an $18.8 million, or 8.6%, increase in salaries, resulting from higher average salaries per full-time equivalent employee, normal merit increases and an increase in incentive compensation. The average number of full-time equivalent employees increased to 3,490 for the year ended December 31, 2016, compared to 3,460 for the year ended December 31, 2015. Benefits expenses increased $3.7 million, or 8.9%, due to an increase in health care expense, employer contributions to the Corporation's 401(k) retirement plan, defined benefit plan expense, employee education and other employee benefits.

The $3.9 million, or 14.0%, decrease in other outside services in comparison to 2015 was due to lower expenses associated with the Corporation's BSA/AML compliance program remediation efforts, and lower costs for information technology and human resources initiatives.

The $2.2 million, or 14.6%, increase in software resulted from investments in technology, which are reflected in higher amortization, as well as increases in maintenance costs.

Equipment expense decreased $1.7 million, or 11.9%, primarily due to lower depreciation expense, as certain assets became fully depreciated. FDIC insurance expense decreased $1.7 million, or 14.8%, due to a reduction in the assessment rate beginning in the the third quarter of 2016. Other real estate owned and repossession expense decreased $1.7 million, or 46.9%, when compared to 2015, due to lower holding costs and an increase in net gains on sales. This expense category can experience volatility from period to period based on the timing of foreclosures and sales of properties and payments of expenses.

In July 2015, the Corporation redeemed $150.0 million of TruPS. In connection with this redemption, a loss of $5.6 million was recognized as a component of non-interest expense with no comparable expense in 2016.

Other non-interest expense increased $1.5 million mainly as a result of $1.8 million of property write downs related to a branch closure and the reconfiguration of a building as part of a long-term facilities plan.

Income Taxes

On December 22, 2017, the President signed the Tax Act. The Tax Act, among other things; lowers the U.S. corporate income tax rate from a top rate of 35% to a flat rate of 21%, limits the deductibility of FDIC insurance premiums, and eliminates the exception under prior law that permitted publicly held corporations to deduct compensation paid to certain executive officers in excess of $1 million if that compensation was performance based. Based on the Corporation's projections for 2018, it anticipates the new limitations on the deductibility of FDIC insurance premiums and certain compensation paid to the Corporation's executive officers will have an immaterial impact on its effective tax rate.

Income taxes for the year ended December 31, 2017 totaled $62.7 million , an increase of $16.1 million , or 34.5% , from 2016 . This increase was primarily a result of recording in the fourth quarter of 2017 a charge of $15.6 million for the re-measurement of the net deferred tax asset due to the reduction of the U.S. corporate income tax rate as a result of the passage of the Tax Act. This increase in income tax was partially offset by increases in tax credit investments and related net tax credits and the adoption of the FASB ASU 2016-09, "Improvements to Employee Share-based Payments Accounting," in the first quarter of 2017. The Corporation’s ETR was 26.7% for the year ended December 31, 2017, as compared to 22.4% in 2016 and 25.0% in 2015. Absent the $15.6 million charge, the ETR would have been 20.1% in 2017. The ETR is generally lower than the federal statutory rate of 35% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities, credits earned from investments in community development projects that generate tax credits under various federal programs and excess tax benefits realized on stock-based compensation. In 2017, amortization of certain new tax credit investments was recorded in non-interest expense, rather than as a component of income tax expense.

The Corporation is evaluating the impact of the Tax Act on its 2018 ETR. While the ETR is expected to be lower than in 2017 as a result of the decrease in the U.S. corporate statutory tax rate, the level of tax credit investment amortization and related tax credits may impact the ETR.

For additional information regarding income taxes and further discussion regarding the impact of the Tax Act, see "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.



	December 31,				Increase (Decrease)
	2017		2016		$			%
	(dollars in thousands)
Assets
Cash and due from banks	$	108,291	$	118,763	$	(10,472	)	(8.8	)%
Other interest-earning assets	354,566		291,252		63,314			21.7
Loans held for sale	31,530		28,697		2,833			9.9
Investment securities	2,547,956		2,559,227		(11,271		)	(0.4	)
Loans, net of allowance	15,598,337		14,530,593		1,067,744			7.3
Premises and equipment	222,802		217,806		4,996			2.3
Goodwill and intangible assets	531,556		531,556		—			—
Other assets	641,867		666,353		(24,486		)	(3.7	)
Total Assets	$	20,036,905	$	18,944,247	$	1,092,658		5.8	%
Liabilities and Shareholders’ Equity
Deposits	$	15,797,532	$	15,012,864	$	784,668		5.2	%
Short-term borrowings	617,524		541,317		76,207			14.1
Long-term debt	1,038,346		929,403		108,943			11.7
Other liabilities	353,646		339,548		14,098			4.2
Total Liabilities	17,807,048		16,823,132		983,916			5.8
Total Shareholders’ Equity	2,229,857		2,121,115		108,742			5.1
Total Liabilities and Shareholders’ Equity	$	20,036,905	$	18,944,247	$	1,092,658		5.8	%

Other Interest-Earning Assets

The $63.3 million , or 21.7% , increase in other interest-earning assets was primarily due to higher balances on deposit with the FRB and higher interest-bearing deposits with other banks.

Investment Securities

The following table presents the carrying amount of investment securities, which were all classified as available for sale, as of December 31:



	2017		2016		2015
	(in thousands)
U.S. Government sponsored agency securities	$	5,938	$	134	$	25,136
State and municipal securities	408,949		391,641		262,765
Corporate debt securities	97,309		109,409		96,955
Collateralized mortgage obligations	602,623		593,860		821,509
Residential mortgage-backed securities	1,120,796		1,317,838		1,158,835
Commercial mortgage-backed securities	212,755		24,563		—
Auction rate securities	98,668		97,256		98,059
Total debt securities	2,547,038		2,534,701		2,463,259
Equity securities	918		24,526		21,514
Total	$	2,547,956	$	2,559,227	$	2,484,773

Total investment securities decreased $11.3 million , or 0.4% , to $2.5 billion at December 31, 2017 . Residential mortgage-backed securities decreased $197.0 million , or 15.0% , as the Corporation began investing in U.S. agency-backed commercial mortgage-backed securities in order to diversify the investment portfolio. U.S. agency-backed commercial mortgage-backed securities increased $188.2 million compared to December 31, 2016 . Equity securities decreased $23.6 million as the Corporation sold holdings in its financial institutions stocks to take advantage of increases in values. The net pre-tax unrealized loss on available

for sale investment securities was $27.8 million as of December 31, 2017 , compared to $35.0 million as of December 31, 2016 . The improvement in the unrealized loss reflected, in part, the realized loss of $4.6 million on the sale of certain collateralized mortgage obligations as part of repositioning investments in that sector. In addition, there was significant improvement in municipal bond pricing at the end of 2017 due to anomalous trading activity in that sector corresponding to the impact of the Tax Act on tax-free bond issuance, which offset the adverse pricing impact of rising rates on other components of the portfolio.

Loans

The following table presents loans outstanding, by type, as of the dates shown, and the changes in balances for the most recent year:



	December 31,															2017 vs. 2016 Increase (Decrease)
	2017			2016			2015			2014			2013			$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	6,364,804		$	6,018,582		$	5,462,330		$	5,197,155		$	5,101,922		$	346,222		5.8	%
Commercial – industrial, financial and agricultural	4,300,297			4,087,486			4,088,962			3,725,567			3,628,420			212,811			5.2
Real estate – residential mortgage	1,954,711			1,601,994			1,376,160			1,377,068			1,337,380			352,717			22.0
Real estate – home equity	1,559,719			1,625,115			1,684,439			1,736,688			1,764,197			(65,396		)	(4.0	)
Real estate – construction	1,006,935			843,649			799,988			690,601			573,672			163,286			19.4
Consumer	313,783			291,470			268,588			265,431			283,124			22,313			7.7
Leasing, other and overdrafts	295,669			250,366			173,651			131,583			103,301			45,303			18.1
Gross loans	15,795,918			14,718,662			13,854,118			13,124,093			12,792,016			1,077,256			7.3
Unearned income	(27,671		)	(19,390		)	(15,516		)	(12,377		)	(9,796		)	(8,281		)	42.7
Loans, net of unearned income	$	15,768,247		$	14,699,272		$	13,838,602		$	13,111,716		$	12,782,220		$	1,068,975		7.3	%

Total loans, net of unearned income, increased $1.1 billion , or 7.3% , as of December 31, 2017 compared to December 31, 2016 , largely as the result of improved business activity across all markets in the Corporation's footprint. Commercial mortgage loans increased $346.2 million , or 5.8% , in comparison to December 31, 2016 across all geographic markets, but primarily in Pennsylvania. Commercial loans increased $212.8 million , or 5.2% , primarily in Pennsylvania. Residential mortgages increased $352.7 million , or 22.0% , across all geographic markets. Construction loans increased $163.3 million , or 19.4% , also across all geographic markets with the largest increases recognized in Maryland and New Jersey.

The Corporation does not have a concentration of credit risk with any single borrower, industry or geographic location within its footprint. As of December 31, 2017 , approximately $7.4 billion , or 46.8% , of the loan portfolio was comprised of commercial mortgage and construction loans. The Corporation's policies limit the maximum total lending commitment to an individual borrower to $50.0 million as of December 31, 2017 . In addition, the Corporation has established lower total lending limits for certain types of lending commitments, and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved. As of December 31, 2017 , the Corporation had 140 relationships with total borrowing commitments between $20.0 million and $50.0 million.

The following table summarizes the industry concentrations within the commercial loan portfolio as of December 31:



	2017		2016
Services	22.9	%	21.8	%
Retail	15.4		15.1
Manufacturing	9.5		9.2
Health care	9.1		10.5
Construction ⁽¹⁾	8.3		9.0
Wholesale	7.4		7.0
Real estate ⁽²⁾	6.2		6.7
Agriculture	5.2		5.0
Arts and entertainment	2.4		2.6
Transportation	2.2		2.3
Financial services	2.2		2.1
Other	9.2		8.7
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.

Commercial loans and commercial mortgage loans also include shared national credits, which are participations in loans or loan commitments of at least $20 million that are shared by three or more banks. The Corporation only participates in shared national credits to borrowers located in its geographic markets. Below is a summary of the Corporation's outstanding purchased shared national credits as of December 31:



	2017		2016
	(in thousands)
Commercial - industrial, financial and agricultural	$	156,277	$	155,353
Real estate - commercial mortgage	110,658		81,573
Total	$	266,935	$	236,926

Total shared national credits increased $30.0 million , or 12.7% , in comparison to 2016 . As of December 31, 2017 , none of the shared national credits were past due.

Construction loans include loans to commercial borrowers secured by residential real estate, loans to commercial borrowers secured by commercial real estate and other construction loans, which represent loans to individuals secured by residential real estate.

The following table presents outstanding construction loans and delinquency rates, by class segment, as of December 31:



	2017						2016
	$		Delinquency Rate		% of Total		$		Delinquency Rate		% of Total
	(dollars in thousands)
Commercial	$	765,816	0.1	%	76.1	%	$	644,490	0.2	%	76.4	%
Commercial - residential	163,102		7.5		16.2		142,189		6.0		16.9
Other	78,017		0.8		7.7		56,970		1.9		6.7
Total Real estate - construction	$	1,006,935	1.3	%	100.0	%	$	843,649	1.3	%	100.0	%

Provision and Allowance for Credit Losses

The Corporation accounts for the credit risk associated with lending activities through the allowance for credit losses and the provision for credit losses.

A summary of the Corporation’s loan loss experience follows:



	2017			2016			2015			2014			2013
	(dollars in thousands)
Loans, net of unearned income outstanding at end of year	$	15,768,247		$	14,699,272		$	13,838,602		$	13,111,716		$	12,782,220
Average balance of loans, net of unearned income	$	15,236,612		$	14,128,064		$	13,330,973		$	12,885,180		$	12,578,524
Balance of allowance for credit losses at beginning of year	$	171,325		$	171,412		$	185,931		$	204,917		$	225,439
Loans charged off:
Commercial – industrial, financial and agricultural	19,067			15,276			15,639			24,516			30,383
Real estate - home equity and consumer	4,567			7,712			5,831			7,811			10,070
Real estate – commercial mortgage	2,169			3,580			4,218			6,004			20,829
Real estate – construction	3,765			1,218			201			1,209			6,572
Leasing, other and overdrafts	3,035			3,815			2,656			2,135			2,653
Real estate – residential mortgage	687			2,326			3,612			2,918			9,705
Total loans charged off	33,290			33,927			32,157			44,593			80,212
Recoveries of loans previously charged off:
Commercial – industrial, financial and agricultural	7,771			8,981			5,264			4,256			9,281
Real estate - home equity and consumer	1,969			2,466			2,492			2,347			2,378
Real estate – commercial mortgage	1,668			3,373			2,801			1,960			3,494
Real estate – construction	1,582			3,924			2,824			3,177			2,682
Leasing, other and overdrafts	968			842			685			916			807
Real estate – residential mortgage	786			1,072			1,322			451			548
Total recoveries	14,744			20,658			15,388			13,107			19,190
Net loans charged off	18,546			13,269			16,769			31,486			61,022
Provision for credit losses	23,305			13,182			2,250			12,500			40,500
Balance at end of year	$	176,084		$	171,325		$	171,412		$	185,931		$	204,917
Components of Allowance for Credit Losses:
Allowance for loan losses	$	169,910		$	168,679		$	169,054		$	184,144		$	202,780
Reserve for unfunded lending commitments ⁽¹⁾	6,174			2,646			2,358			1,787			2,137
Allowance for credit losses	$	176,084		$	171,325		$	171,412		$	185,931		$	204,917
Selected Asset Quality Ratios:
Net charge-offs to average loans	0.12		%	0.09		%	0.13		%	0.24		%	0.49		%
Allowance for loan losses to loans outstanding	1.08		%	1.15		%	1.22		%	1.40		%	1.59		%
Allowance for credit losses to loans outstanding	1.12		%	1.17		%	1.24		%	1.42		%	1.60		%
Non-performing assets ⁽²⁾ to total assets	0.72		%	0.76		%	0.87		%	0.88		%	1.00		%
Non-performing assets ⁽²⁾ to total loans and OREO	0.92		%	0.98		%	1.13		%	1.15		%	1.32		%
Non-accrual loans to total loans	0.79		%	0.82		%	0.94		%	0.92		%	1.05		%
Allowance for credit losses to non-performing loans	130.67		%	130.15		%	118.37		%	134.26		%	132.82		%
Non-performing assets ⁽²⁾ to tangible equity and allowance for credit losses ⁽³⁾	7.71		%	8.20		%	9.27		%	9.12		%	9.76		%

(1) Reserve for unfunded lending commitments recorded within other liabilities on the consolidated balance sheets.

(2) Includes accruing loans past due 90 days or more.


(3)	Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. "Selected Financial Data."

The provision for credit losses increased $10.1 million in comparison to 2016 due mainly to loan growth and an increase in the reserve for unfunded lending commitments. The $3.5 million increase in the reserve for unfunded lending commitments in 2017 as compared to 2016 resulted from a single relationship that experienced financial difficulty, increasing the likelihood that the Corporation would need to fund letters of credit. Net charge-offs increased $5.3 million , or 39.8% , to $18.5 million in 2017 from $13.3 million in 2016 . This increase was primarily due to a $5.0 million , or 79.4% , increase in commercial loan net charge-offs,

and a $4.9 million increase in construction loan net charge-offs, partially offset by decreases in net charge-offs in consumer and home equity loans of $2.6 million , or 50.5% , and a $1.4 million decrease in residential mortgage loan net charge-offs. The $18.5 million of net charge-offs were primarily in the Pennsylvania ($16.9 million, or 91.3% of the total), and New Jersey ($1.5 million, or 8.2% of the total) markets, partially offset by net recoveries in the Virginia and Delaware markets.

The following table presents non-performing assets as of December 31:



	2017		2016		2015		2014		2013
	(in thousands)
Non-accrual loans ^{(1) (2) (3)}	$	124,749	$	120,133	$	129,523	$	121,080	$	133,753
Loans 90 days or more past due and still accruing ⁽²⁾	10,010		11,505		15,291		17,402		20,524
Total non-performing loans	134,759		131,638		144,814		138,482		154,277
OREO	9,823		12,815		11,099		12,022		15,052
Total non-performing assets	$	144,582	$	144,453	$	155,913	$	150,504	$	169,329


(1)	In 2017 , the total interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms was approximately $6.2 million. The amount of interest income on non-accrual loans that was recognized in 2017 was approximately $4.4 million.

(2)

Accrual of interest is generally discontinued when a loan becomes 90 days past due. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered to be adequately secured and in the process of collection. Certain loans, primarily adequately collateralized residential mortgage loans, may continue to accrue interest after reaching 90 days past due.


(3)	Excluded from non-performing assets as of December 31, 2017 were $66.4 million of loans modified under trouble debt restructurings ("TDRs"). These loans were evaluated for impairment under FASB ASC Section 310-10-35, but continue to accrue interest and are, therefore, not included in non-accrual loans.

The following table presents TDRs as of December 31:



	2017		2016		2015		2014		2013
	(in thousands)
Real estate – residential mortgage	$	26,016	$	27,617	$	28,511	$	31,308	$	28,815
Real estate - home equity	15,558		8,594		4,556		2,975		1,365
Real estate – commercial mortgage	13,959		15,957		17,563		18,822		19,758
Commercial – industrial, financial and agricultural	10,820		6,627		5,953		5,237		8,045
Consumer	26		39		33		38		11
Real estate – construction	—		726		3,942		9,241		10,117
Total accruing TDRs	66,379		59,560		60,558		67,621		68,111
Non-accrual TDRs ⁽¹⁾	29,051		27,850		31,035		24,616		30,209
Total TDRs	$	95,430	$	87,410	$	91,593	$	92,237	$	98,320


(1)	Included within non-accrual loans in the preceding table.

Total TDRs modified during 2017 and still outstanding as of December 31, 2017 were $29.6 million . Of these loans, $5.9 million , or 19.8% , had a payment default during 2017 , which the Corporation defines as a single missed scheduled payment, subsequent to modification. TDRs modified during 2016 and still outstanding as of December 31, 2016 totaled $12.4 million . Of these loans, $6.0 million , or 48.4% , had a payment default subsequent to modification during 2016 .

The following table presents the changes in non-accrual loans for the years ended December 31:



	Commercial - Industrial, Financial and Agricultural			Real Estate - Commercial Mortgage			Real Estate - Construction			Real Estate - Residential Mortgage			Real Estate - Home Equity			Consumer			Leasing			Total
	(in thousands)
Balance of non-accrual loans at December 31, 2015	$	42,199		$	40,731		$	12,044		$	21,914		$	11,210		$	—		$	1,425		$	129,523
Additions	32,831			25,151			6,921			5,611			8,983			2,803			808			83,108
Payments	(14,328		)	(14,682		)	(6,257		)	(3,532		)	(2,512		)	(1		)	(24		)	(41,336		)
Charge-offs ⁽¹⁾	(15,276		)	(3,580		)	(1,218		)	(2,326		)	(4,912		)	(2,800		)	(2,209		)	(32,321		)
Transfers to OREO	(552		)	(2,992		)	(1,684		)	(2,925		)	(1,199		)	—			—			(9,352		)
Transfers to accrual status	(2,525		)	(5,692		)	—			(311		)	(959		)	(2		)	—			(9,489		)
Balance of non-accrual loans at December 31, 2016	42,349			38,936			9,806			18,431			10,611			—			—			120,133
Additions	48,717			20,596			10,657			3,817			5,264			2,227			1,553			92,831
Payments	(19,092		)	(20,164		)	(4,352		)	(2,848		)	(1,518		)	—			—			(47,974		)
Charge-offs ⁽¹⁾	(19,067		)	(2,169		)	(3,765		)	(687		)	(2,340		)	(2,227		)	(1,553		)	(31,808		)
Transfers to OREO	(3		)	(1,464		)	(149		)	(2,729		)	(1,895		)	—			—			(6,240		)
Transfers to accrual status	—			(913		)	—			(293		)	(987		)	—			—			(2,193		)
Balance of non-accrual loans at December 31, 2017	$	52,904		$	34,822		$	12,197		$	15,691		$	9,135		$	—		$	—		$	124,749

(1) Excludes charge-offs of loans on accrual status.

Non-accrual loans increased $4.6 million , or 3.8% , in 2017 due mainly to an increase in non-accrual loan additions from $83.1 million in 2016 to $92.8 million in 2017 . The non-accrual loan additions occurred mostly in commercial and construction loans, and were not driven by one specific account or event. Non-accrual loan balances continued to be reduced through payments, return to accrual status and charge-offs. Non-accrual loans to total loans decreased to 0.79% at December 31, 2017 from 0.82% in 2016.

The following table presents non-performing loans, by type, as of the dates shown, and the changes in non-performing loans for the most recent year:



	December 31,										2017 vs. 2016 Increase (Decrease)
	2017		2016		2015		2014		2013		$			%
	(dollars in thousands)
Commercial – industrial, financial and agricultural	$	54,309	$	43,460	$	44,071	$	30,388	$	38,021	$	10,849		25.0	%
Real estate – commercial mortgage	35,447		39,319		41,170		45,237		44,068		(3,872		)	(9.8	)
Real estate – residential mortgage	20,971		23,655		28,484		28,995		31,347		(2,684		)	(11.3	)
Real estate – home equity	11,507		13,154		14,683		14,740		16,983		(1,647		)	(12.5	)
Real estate – construction	12,197		9,842		12,460		16,399		21,267		2,355			23.9
Consumer	296		1,891		2,440		2,590		2,543		(1,595		)	(84.3	)
Leasing	32		317		1,506		133		48		(285		)	(89.9	)
Total non-performing loans	$	134,759	$	131,638	$	144,814	$	138,482	$	154,277	$	3,121		2.4	%

Non-performing loans increased $3.1 million , or 2.4% , in comparison to December 31, 2016 . As a percentage of total loans, non-performing loans were 0.85% in 2017 and 0.90% in 2016.

Non-performing commercial loans increased $10.8 million , or 25.0% , in comparison to December 31, 2016 . The increase occurred mainly in the Pennsylvania market ($11.2 million, or 44.7%) and was partially offset by decreases in the Delaware and Maryland markets. In comparison to December 31, 2016 , non-performing construction loans increased $2.4 million , or 23.9% . Geographically, the increase occurred mainly in the New Jersey ($2.0 million) and Virginia ($1.4 million) markets, partially offset by decreases in the Delaware and Maryland markets.

These increases in commercial and construction non-performing loans were partially offset by decreases in commercial and residential mortgages, home equity, consumer loans and leasing. Non-performing commercial mortgages decreased $3.9 million ,

or 9.8% , with decreases occurring in the Maryland ($2.7 million, or 73.8%), Delaware ($1.6 million, or 23.2%) and New Jersey ($1.6 million, or 10.6%) markets, partially offset by increases in the Virginia and Pennsylvania markets.

Residential mortgage loans decreased $2.7 million , or 11.3% , in comparison to December 31, 2016 . Geographically, the decrease occurred mainly in the New Jersey ($1.9 million, or 28.8%) and Maryland ($1.2 million, or 58.1%) markets.

In comparison to December 31, 2016 , non-performing home equity, consumer loans and leases decreased $3.5 million, or 23.0%. Geographically, the decrease occurred mainly in the Pennsylvania market.

The following table summarizes OREO, by property type, as of December 31:



	2017		2016
	(in thousands)
Residential properties	$	4,562	$	7,655
Commercial properties	3,331		2,651
Undeveloped land	1,930		2,509
Total OREO	$	9,823	$	12,815

Total OREO as of December 31, 2017 decreased $3.0 million , or 23.3% , compared to December 31, 2016 as a result of various factors related to general economic conditions but largely an increase in buyer activity resulting in OREO properties selling in a shorter period of time.

As noted under the heading "Critical Accounting Policies" within Management's Discussion, the Corporation's ability to identify potential problem loans in a timely manner is key to maintaining an adequate allowance for credit losses. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. For a complete description of the Corporation's risk ratings, refer to the "Allowance for Credit Losses" section within "Note 1 - Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and lease receivables is based on aggregate payment history, through the monitoring of delinquency levels and trends.

Total internally risk rated loans were $11.6 billion and $10.9 billion as of December 31, 2017 and 2016 , respectively. The following table presents internal risk ratings of special mention or lower for commercial loans, commercial mortgages and construction loans to commercial borrowers, by class segment, as of December 31:



	Special Mention						2017 vs. 2016 Increase (Decrease)					Substandard or Lower						2017 vs. 2016 Increase (Decrease)					Total Criticized Loans
	2017			2016			$			%		2017			2016			$			%		2017			2016
	(dollars in thousands)
Real estate - commercial mortgage	$	147,604		$	132,484		$	15,120		11.4	%	$	150,804		$	122,976		$	27,828		22.6	%	$	298,408		$	255,460
Commercial - secured	121,842			128,873			(7,031		)	(5.5	)	179,113			118,527			60,586			51.1		300,955			247,400
Commercial -unsecured	5,478			4,481			997			22.2		2,759			3,531			(772		)	(21.9	)	8,237			8,012
Total commercial - industrial, financial and agricultural	127,320			133,354			(6,034		)	(4.5	)	181,872			122,058			59,814			49.0		309,192			255,412
Construction - commercial residential	5,259			15,447			(10,188		)	(66.0	)	14,084			13,172			912			6.9		19,343			28,619
Construction - commercial	846			3,412			(2,566		)	(75.2	)	3,752			5,115			(1,363		)	(26.6	)	4,598			8,527
Total real estate - construction (excluding construction - other)	6,105			18,859			(12,754		)	(67.6	)	17,836			18,287			(451		)	(2.5	)	23,941			37,146
Total	$	281,029		$	284,697		$	(3,668	)	(1.3	)%	$	350,512		$	263,321		$	87,191		33.1	%	$	631,541		$	548,018

% of total risk rated loans	2.4		%	2.6		%						3.0		%	2.4		%						5.4		%	5.0		%

As of December 31, 2017 , total loans with risk ratings of special mention and substandard or lower were $83.5 million , or 15.2% , higher than 2016 , primarily the result of downgrades across various industries and geographic markets as part of the Corporation's normal credit risk management processes.

The following table presents, by class segment, a summary of delinquency status and rates, as a percentage of total loans, for loans that do not have internal risk ratings as of December 31:



	Delinquent ⁽¹⁾								Non-performing ⁽²⁾								Total Past Due
	2017				2016				2017				2016				2017				2016
	$		%		$		%		$		%		$		%		$		%		$		%
	(dollars in thousands)
Real estate - home equity	$	12,655	0.81	%	$	9,274	0.57	%	$	11,507	0.74	%	$	13,154	0.81	%	$	24,162	1.55	%	$	22,428	1.38	%
Real estate - residential mortgage	18,852		0.97		20,344		1.27		20,971		1.07		23,655		1.48		39,823		2.04		43,999		2.75
Real estate - construction - other	203		0.26		—		—		411		0.53		1,096		1.92		614		0.79		1,096		1.92
Consumer - direct	315		0.57		1,752		1.81		70		0.13		1,563		1.61		385		0.70		3,315		3.42
Consumer - indirect	3,681		1.42		3,599		1.85		226		0.09		328		0.17		3,907		1.51		3,927		2.02
Total Consumer	3,996		1.28		5,351		1.83		296		0.09		1,891		0.65		4,292		1.37		7,242		2.48
Leasing, other and Overdrafts	855		0.32		1,068		0.46		32		0.01		317		0.14		887		0.33		1,385		0.60
Total	$	36,561	0.87	%	$	36,037	0.95	%	$	33,217	0.80	%	$	40,113	1.05	%	$	69,778	1.67	%	$	76,150	2.00	%

(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.

The following table summarizes the allocation of the allowance for loan losses :



	2017				2016				2015				2014				2013
	Allowance		% of Loans In Each Category		Allowance		% of Loans In Each Category		Allowance		% of Loans In Each Category		Allowance		% of Loans In Each Category		Allowance		% of Loans In Each Category
	(dollars in thousands)
Real estate - commercial mortgage	$	58,793	40.3	%	$	46,842	40.9	%	$	47,866	39.5	%	$	53,493	39.6	%	$	55,659	39.9	%
Commercial - industrial, financial and agricultural	66,280		27.2		54,353		27.8		57,098		29.5		51,378		28.4		50,330		28.4
Real estate - residential mortgage	16,088		12.4		22,929		10.9		21,375		9.9		29,072		10.5		33,082		10.5
Consumer, home equity, leasing & other	22,129		13.7		33,567		14.7		27,458		15.3		33,085		16.2		34,852		16.7
Real estate - construction	6,620		6.4		6,455		5.7		6,529		5.8		9,756		5.3		12,649		4.5
Unallocated	—		N/A		4,533		N/A		8,728		N/A		7,360		N/A		16,208		N/A
	$	169,910	100.0	%	$	168,679	100.0	%	$	169,054	100.0	%	$	184,144	100.0	%	$	202,780	100.0	%

N/A – Not applicable

Management believes that the $169.9 million allowance for loan losses as of December 31, 2017 is sufficient to cover incurred losses in the loan portfolio. See additional disclosures in "Note 1 - Summary of Significant Accounting Policies," and "Note 4 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data;" and "Critical Accounting Policies" above.

Other Assets

Other assets decreased $24.5 million , or 3.7% , to $641.9 million as of December 31, 2017 , primarily driven by a $15.6 million decrease in net deferred tax assets resulting from the Tax Act.

Deposits and Borrowings

The following table summarizes the increase in ending deposits, by type:



					Increase (Decrease)
	2017		2016		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,437,294	$	4,376,137	$	61,157		1.4	%
Interest-bearing demand	4,018,107		3,703,712		314,395			8.5
Savings and money market accounts	4,586,746		4,179,773		406,973			9.7
Total demand, savings and money market accounts	13,042,147		12,259,622		782,525			6.4
Brokered deposits	90,473		—		90,473			N/M
Time deposits	2,664,912		2,753,242		(88,330		)	(3.2	)
Total deposits	$	15,797,532	$	15,012,864	$	784,668		5.2	%

N/M - Not meaningful

Noninterest-bearing demand deposits increased $61.2 million , or 1.4% , primarily due to a $60.1 million increase in personal account balances and a $56.8 million increase in business account balances, partially offset by a $63.6 million decrease in state and municipal account balances. Interest-bearing demand accounts increased $314.4 million , or 8.5% , due to a $234.8 million, or 18.0%, increase in state and municipal account balances, a $70.8 million, or 3.4%, increase in personal account balances, and an $8.8 million, or 2.7%, increase in business account balances. The $407.0 million , or 9.7% , increase in savings and money market account balances was primarily due to a $478.0 million, or 17.0%, increase in personal account balances, largely driven by promotional efforts throughout the year.

Brokered deposits totaled $90.5 million as of December 31, 2017 . As previously noted, during the third quarter of 2017 , the Corporation began accepting deposits pursuant to an agreement with a non-bank third party, which are considered to be brokered deposits. For more details, see "Net Interest Income" under "Results of Operations" above.

The following table summarizes the changes in ending borrowings, by type:



					Increase (Decrease)
	2017		2016		$			%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	172,017	$	195,734	$	(23,717	)	(12.1	)%
Customer short-term promissory notes	225,507		67,013		158,494			N/M
Total short-term customer funding	397,524		262,747		134,777			51.3
Federal funds purchased	220,000		278,570		(58,570		)	(21.0	)
Total short-term borrowings	617,524		541,317		76,207			14.1
Long-term debt:
FHLB advances	652,113		567,240		84,873			15.0
Other long-term debt	261,233		362,163		(100,930		)	(27.9	)
Total long-term debt	913,346		929,403		(16,057		)	(1.7	)
Total borrowings	$	1,530,870	$	1,470,720	$	60,150		4.1	%

N/M - Not meaningful

The $76.2 million , or 14.1% , increase in total short-term borrowings resulted from a $158.5 million increase in customer short-term promissory notes, partially offset by a $23.7 million , or 12.1% , and a $58.6 million , or 21.0% , decrease in customer repurchase agreements and Federal funds purchased, respectively. The $84.9 million increase in FHLB advances provided additional funding to support loan growth. The increase in other long-term debt was primarily the result of the issuance of $125.0 million of senior notes in March of 2017 , partially offset by the repayment of the $100.0 million of 10-year subordinated notes, which matured on May 1, 2017.

Other Liabilities

Other liabilities increased $ 14.1 million , or 4.2 %, to $353.6 million as of December 31, 2017 . The increase resulted primarily from a $28.2 million increase in commitments to fund tax credit investments.

Shareholders’ Equity

Total shareholders’ equity increased $108.7 million , or 5.1% , to $2.2 billion , or 11.1% , of total assets, as of December 31, 2017 . The increase was due primarily to $171.8 million of net income, $8.5 million of common stock issued and a $5.5 million net increase in accumulated other comprehensive income, partially offset by $82.2 million of common stock cash dividends.

The Corporation and its subsidiary banks are subject to regulatory capital requirements administered by various banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation’s financial statements. The regulations require that banks and bank holding companies maintain minimum amounts and ratios of total, Tier I and Common Equity Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier I capital to average assets (as defined).

The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements at December 31:



	2017	2016	Regulatory Minimum for Capital Adequacy	Fully Phased-in, with Capital Conservation Buffers
Total capital (to risk-weighted assets)	13.0%	13.2%	8.0%	10.5%
Tier I capital (to risk-weighted assets)	10.4%	10.4%	6.0%	8.5%
Common equity tier I (to risk-weighted assets)	10.4%	10.4%	4.5%	7.0%
Tier I capital (to average assets)	8.9%	9.0%	4.0%	4.0%

In July 2013, the FRB approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.

The minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and will be fully phased in on January 1, 2019.

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:


•	Meet a 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 a minimum Total capital ratio of 8.00% of risk-weighted assets and a Tier 1 leverage capital ratio of 4.00% of average assets; and


•	Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses as a result of which certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size.

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments.

of categories, depending on the nature of the assets and off-balance sheet exposures, resulting in higher risk weights for a variety of asset categories.

As of December 31, 2017 , the Corporation and each of its bank subsidiaries met the minimum requirements of the U.S. Basel III Capital Rules, and each of the Corporation’s bank subsidiaries’ capital ratios exceeded the amounts required to be considered "well capitalized" as defined in the regulations. As of December 31, 2017 , the Corporation's capital levels also met the fully-phased in minimum capital requirements, including the capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Contractual Obligations and Off-Balance Sheet Arrangements

The Corporation has various financial obligations that require future cash payments. These obligations include payments for liabilities recorded on the Corporation’s consolidated balance sheets as well as contractual obligations for purchased services or for operating leases.

The following table summarizes the Corporation's significant contractual obligations to third parties, by type, that were fixed and determinable as of December 31, 2017 :



	Payments Due In
	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
	(in thousands)
Deposits with no stated maturity ⁽¹⁾	$	13,132,620	$	—	$	—	$	—	$	13,132,620
Time deposits ⁽²⁾	1,085,369		1,302,923		199,478		77,142		2,664,912
Short-term borrowings ⁽³⁾	617,524		—		—		—		617,524
Long-term debt ⁽³⁾	99,217		344,313		329,129		265,685		1,038,344
Operating leases ⁽⁴⁾	17,417		30,322		23,751		45,905		117,395
Purchase obligations ⁽⁵⁾	26,825		43,884		10,204		—		80,913
Uncertain tax positions ⁽⁶⁾	2,550		—		—		—		2,550


(1)	Includes demand deposits, savings accounts and brokered deposits, which can be withdrawn at any time.


(2)	See additional information regarding time deposits in "Note 8 - Deposits," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."


(3)	See additional information regarding borrowings in "Note 9 - Short-Term Borrowings and Long-Term Debt," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."


(4)	See additional information regarding operating leases in "Note 16 - Leases," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."


(5)	Includes information technology, telecommunication and data processing outsourcing contracts.


(6)	Includes accrued interest. See additional information related to uncertain tax positions in "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

In addition to the contractual obligations listed in the preceding table, the Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit and interest rate risk that are not recognized on the consolidated balance sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign or domestic trade transactions for customers. Commitments and standby and commercial letters of credit do not necessarily represent future cash needs, as they may expire without being drawn.

The following table presents the Corporation’s commitments to extend credit and letters of credit as of December 31, 2017 (in thousands):



Commercial and other	$	3,689,700
Home equity	1,422,284
Commercial mortgage and construction	1,093,045
Total commitments to extend credit	$	6,205,029

Standby letters of credit	$	326,973
Commercial letters of credit	41,801
Total letters of credit	$	368,774

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation’s net interest income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. An Asset/Liability Management Committee ("ALCO") is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. The Corporation’s policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 basis point shock in interest rates, 15% for a 200 basis point shock and 20% for a 300 basis point shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of abrupt interest rate changes on net interest income (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown) as of December 31, 2017 :



Rate Shock (1)	Annual change in net interest income	% Change in net interest income
+300 bp	+ $92.2 million	+ 14.7%
+200 bp	+ $63.5 million	+ 10.1%
+100 bp	+ $32.6 million	+ 5.2%
–100 bp	– $50.4 million	– 8.0%


(1)	These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation’s balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 basis point shock in interest rates, 20% for a 200 basis point shock and 30% for a 300 basis

point shock. As of December 31, 2017, the Corporation was within economic value of equity policy limits for every 100 basis point shock.

Interest Rate Swaps

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short-term and long-term needs.

The Corporation maintains liquidity sources in the form of demand and savings deposits, time deposits, repurchase agreements and short-term promissory notes. The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those accounts and borrowings. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net interest income if rates on interest-earning assets do not increase in proportion. Borrowing availability with the FHLB and the FRB, along with Federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Each of the Corporation’s subsidiary banks is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of December 31, 2017 , the Corporation had $652.1 million of short- and long-term advances outstanding from the FHLB with an additional borrowing capacity of approximately $3.6 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of December 31, 2017 , the Corporation had aggregate availability under federal funds lines of $1.2 billion , with $220.0 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities are pledged to the FRB of Philadelphia to provide access to FRB Discount Window borrowings. As of December 31, 2017 , the Corporation had $617.4 million of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

Liquidity must also be managed at the Corporation parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. See "Note 11 - Regulatory Matters - Dividend and Loan Limitations" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional information concerning limitations on the dividends that may be paid to the Corporation, and loans that may be granted to the Corporation and its affiliates, by the Corporation's subsidiary banks. Management continues to monitor the liquidity and capital needs of the parent company and will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The Corporation’s sources and uses of funds were discussed in general terms in the "Net Interest Income" section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during 2017 generated $258.8 million of cash, mainly due to net income. Cash used in investing activities was $1.2 billion , due to net increases in loans and investment securities. Net cash provided by financing activities was $897.1 million due mainly to increases in deposits.

The following table presents the expected maturities of available for sale investment securities, at estimated fair value, as of December 31, 2017 and the weighted average yields of such securities (calculated based on historical cost):



	Maturing
	Within One Year				After One But Within Five Years				After Five But Within Ten Years				After Ten Years
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
	(dollars in thousands)
U.S. Government sponsored agency securities	$	1	1.29	%	$	3	1.91	%	$	5,934	2.53	%	$	—	—	%
State and municipal ⁽¹⁾	13,771		3.90		24,115		3.91		40,081		5.69		330,982		4.78
Auction rate securities ⁽²⁾	—		—		—		—		—		—		98,668		2.90
Corporate debt securities	3,148		8.09		9,447		3.18		67,149		3.84		17,565		4.28
Total	$	16,920	4.67	%	$	33,565	3.71	%	$	113,164	4.41	%	$	447,215	4.31	%
Collateralized mortgage obligations ⁽³⁾	$	602,623	2.18	%
Residential mortgage-backed securities ⁽³⁾	$	1,120,796	2.24	%
Commercial mortgage-backed securities ⁽³⁾	$	212,755	2.34	%


(1)	Weighted average yields on tax-exempt securities have been computed on a fully taxable-equivalent basis assuming a federal tax rate of 35% and statutory interest expense disallowances.


(2)	Maturities of auction rate securities are based on contractual maturities.

(3)

Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans. For the purpose of this table, all balances and weighted average rates are shown in one period. As of December 31, 2017, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and five years, respectively.

The Corporation’s investment portfolio consists mainly of mortgage-backed securities and collateralized mortgage obligations which have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. As rates increase, cash flows generally decrease as prepayments on the underlying mortgage loans decrease. As rates decrease, cash flows generally increase as prepayments increase.

The following table presents the approximate contractual maturities of fixed rate loans and loan types subject to changes in interest rates as of December 31, 2017:



	One Year or Less		One Through Five Years		More Than Five Years		Total
	(in thousands)
Commercial - industrial, financial and agricultural
Adjustable and floating rate	$	947,790	$	2,069,501	$	441,292	$	3,458,583
Fixed rate	219,626		335,488		286,600		841,714
Total	$	1,167,416	$	2,404,989	$	727,892	$	4,300,297
Real estate – mortgage ⁽¹⁾ :
Adjustable and floating rate	$	1,383,727	$	4,016,947	$	2,306,955	$	7,707,629
Fixed rate	506,451		1,109,590		555,564		2,171,605
Total	$	1,890,178	$	5,126,537	$	2,862,519	$	9,879,234
Real estate – construction:
Adjustable and floating rate	$	295,248	$	356,802	$	238,650	$	890,700
Fixed rate	89,667		10,048		16,520		116,235
Total	$	384,915	$	366,850	$	255,170	$	1,006,935

(1) Includes commercial mortgages, residential mortgages and home equity loans.

Contractual maturities of time deposits as of December 31, 2017 were as follows (in thousands):



Year
2018	$	1,085,369
2019	866,233
2020	436,690
2021	122,516
2022	76,962
Thereafter	77,142
	$	2,664,912

Contractual maturities of time deposits of $100,000 or more outstanding, included in the table above, as of December 31, 2017 were as follows (in thousands):



Three months or less	$	147,094
Over three through six months	111,628
Over six through twelve months	194,555
Over twelve months	728,579
Total	$	1,181,856

Equity Market Price Risk

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Corporation. The Corporation's exposure to equity market price risk has been greatly reduced over the past several years. The fair value of equity investments in the investments securities portfolio were $918,000 at December 31, 2017.

In addition to its equity portfolio, investment management and trust services income may be impacted by fluctuations in the equity markets. A portion of this revenue is based on the value of the underlying investment portfolios, many of which include equity investments. If the values of those investment portfolios decrease, whether due to factors influencing the U.S. or international securities markets in general or otherwise, the Corporation’s revenue would be negatively impacted. Total assets under management were $7.1 billion at December 31, 2017. In addition, the Corporation’s ability to sell its brokerage services in the future will be dependent, in part, upon consumers’ level of confidence in financial markets.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation’s debt security investments consist primarily of U.S. government sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, U.S. government debt securities, auction rate securities and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government sponsored agencies.

State and Municipal Securities

As of December 31, 2017, the Corporation owned state and municipal securities issued by various states and municipalities with a total fair value of $408.9 million. Ongoing uncertainty with respect to the financial strength of state and municipal bond insurers places much greater emphasis on the underlying strength of issuers. Continued pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of December 31, 2017, approximately 98% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 61% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Auction Rate Securities

As of December 31, 2017, the Corporation’s investments in student loan auction rate securities, also known as auction rate certificates ("ARCs"), had a cost basis of $107.4 million and an estimated fair value of $98.7 million . The fair values of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values that may not represent those that could be expected from settlement of these investments in the current market. The expected cash flows model produced fair values which assumed a return to market liquidity sometime within the next five years. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid.

The credit quality of the underlying debt associated with the ARCs is also a factor in the determination of their estimated fair value. As of December 31, 2017 , all of the ARCs were rated above investment grade, with approximately $5.6 million , or 6% , "AAA" rated and $93.0 million , or 94% , "AA" rated. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. At December 31, 2017 , all of the Corporation's ARCs were current and making scheduled interest payments.

Corporate Debt Securities

The Corporation holds corporate debt securities in the form of single-issuer trust preferred securities and subordinated debt issued by financial institutions. As of December 31, 2017 , these securities had an amortized cost of $96.4 million and an estimated fair value of $97.3 million .

See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for further discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 18 - Fair Value Measurements," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for further discussion related to the fair values of debt securities.

Item 8. Financial Statements and Supplementary Data



CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per-share data)



	December 31,
	2017			2016
Assets
Cash and due from banks	$	108,291		$	118,763
Interest-bearing deposits with other banks	293,805			233,763
Federal Reserve Bank and Federal Home Loan Bank stock	60,761			57,489
Loans held for sale	31,530			28,697
Available for sale investment securities	2,547,956			2,559,227
Loans, net of unearned income	15,768,247			14,699,272
Allowance for loan losses	(169,910		)	(168,679		)
Net Loans	15,598,337			14,530,593
Premises and equipment	222,802			217,806
Accrued interest receivable	52,910			46,294
Goodwill and intangible assets	531,556			531,556
Other assets	588,957			620,059
Total Assets	$	20,036,905		$	18,944,247
Liabilities
Deposits:
Noninterest-bearing	$	4,437,294		$	4,376,137
Interest-bearing	11,360,238			10,636,727
Total Deposits	15,797,532			15,012,864
Short-term borrowings:
Federal funds purchased	220,000			278,570
Other short-term borrowings	397,524			262,747
Total Short-Term Borrowings	617,524			541,317
Accrued interest payable	9,317			9,632
Other liabilities	344,329			329,916
Federal Home Loan Bank advances and long-term debt	1,038,346			929,403
Total Liabilities	17,807,048			16,823,132
Shareholders’ Equity
Common stock, $2.50 par value, 600 million shares authorized, 220.9 million shares issued in 2017 and 219.9 million shares issued in 2016	552,232			549,707
Additional paid-in capital	1,478,389			1,467,602
Retained earnings	821,619			732,099
Accumulated other comprehensive loss	(32,974		)	(38,449		)
Treasury stock, 45.7 million shares in 2017 and 45.8 million shares in 2016	(589,409		)	(589,844		)
Total Shareholders’ Equity	2,229,857			2,121,115
Total Liabilities and Shareholders’ Equity	$	20,036,905		$	18,944,247

See Notes to Consolidated Financial Statements



CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share data)



	2017		2016		2015
Interest Income
Loans, including fees	$	603,961	$	543,385	$	524,060
Investment securities:
Taxable	47,028		44,975		45,279
Tax-exempt	11,566		9,662		7,879
Dividends	369		571		985
Loans held for sale	876		728		801
Other interest income	5,066		3,779		4,785
Total Interest Income	668,866		603,100		583,789
Interest Expense
Deposits	57,791		44,693		40,482
Short-term borrowings	2,779		855		372
Long-term debt	32,932		36,780		42,941
Total Interest Expense	93,502		82,328		83,795
Net Interest Income	575,364		520,772		499,994
Provision for credit losses	23,305		13,182		2,250
Net Interest Income After Provision for Credit Losses	552,059		507,590		497,744
Non-Interest Income
Other service charges and fees	52,859		51,473		43,992
Service charges on deposit accounts	51,006		51,346		50,097
Investment management and trust services	49,249		45,270		44,056
Mortgage banking income	19,928		19,415		18,208
Other	25,861		20,124		16,420
Non-interest income before investment securities gains	198,903		187,628		172,773
Investment securities gains, net	9,071		2,550		9,066
Total Non-Interest Income	207,974		190,178		181,839
Non-Interest Expense
Salaries and employee benefits	290,130		283,353		260,832
Net occupancy expense	49,708		47,611		47,777
Data processing and software	38,735		36,919		34,640
Other outside services	27,501		23,883		27,785
Equipment expense	12,935		12,788		14,514
Professional fees	12,688		11,004		11,244
FDIC insurance expense	11,049		9,767		11,470
Amortization of tax credit investments	11,028		—		—
State taxes	10,051		6,405		7,297
Marketing	8,034		7,044		7,324
Loss on redemption of trust preferred securities	—		—		5,626
Other	53,720		50,745		51,651
Total Non-Interest Expense	525,579		489,519		480,160
Income Before Income Taxes	234,454		208,249		199,423
Income taxes	62,701		46,624		49,921
Net Income	$	171,753	$	161,625	$	149,502

Per Share:
Net Income (Basic)	$	0.98	$	0.93	$	0.85
Net Income (Diluted)	0.98		0.93		0.85
Cash Dividends	0.47		0.41		0.38

See Notes to Consolidated Financial Statements



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)



	2017			2016			2015
Net Income	$	171,753		$	161,625		$	149,502
Other Comprehensive Income (Loss), net of tax:
Unrealized (losses) gains on available for sale investment securities:
Unrealized gain (loss) on securities	10,432			(14,891		)	(7,717		)
Reclassification adjustment for securities gains included in net income	(5,894		)	(1,657		)	(5,892		)
Non-credit related unrealized gain (loss) on other-than-temporarily impaired debt securities	185			(185		)	239
Net unrealized gains (losses) on available for sale investment securities	4,723			(16,733		)	(13,370		)
Unrealized gains on derivative financial instruments:
Amortization of unrealized loss on derivative financial instruments	—			16			75
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456
Net unrealized gains on derivative financial instruments	—			16			2,531
Defined benefit pension plan and postretirement benefits:
Unrecognized pension and postretirement (cost) income	(609		)	(931		)	4,680
Amortization of net unrecognized pension and postretirement income	1,361			1,216			1,864
Net unrealized gains on defined benefit pension and postretirement plans	752			285			6,544
Other Comprehensive Income (Loss)	5,475			(16,432		)	(4,295		)
Total Comprehensive Income	$	177,228		$	145,193		$	145,207

See Notes to Consolidated Financial Statements



CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share data)



	Common Stock				Additional Paid-in Capital					Accumulated Other Comprehensive Income (Loss)
	Shares Outstanding		Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total

Balance at December 31, 2014	178,924		$	545,555	$	1,420,523	$	558,810		$	(17,722	)	$	(510,501	)	$	1,996,665
Net income							149,502									149,502
Other comprehensive loss										(4,295		)				(4,295		)
Stock issued, including related tax benefits	1,018		1,586		4,229								4,993			10,808
Stock-based compensation awards					5,938											5,938
Acquisition of treasury stock	(3,976	)											(50,000		)	(50,000		)
Settlement of accelerated stock repurchase agreement	(1,790	)			20,000								(20,000		)	—
Common stock cash dividends - $0.38 per share							(66,724		)							(66,724		)
Balance at December 31, 2015	174,176		$	547,141	$	1,450,690	$	641,588		$	(22,017	)	$	(575,508	)	$	2,041,894
Net income							161,625									161,625
Other comprehensive loss										(16,432		)				(16,432		)
Stock issued, including related tax benefits	1,350		2,566		10,356								4,209			17,131
Stock-based compensation awards					6,556											6,556
Acquisition of treasury stock	(1,486	)											(18,545		)	(18,545		)
Common stock cash dividends - $0.41 per share							(71,114		)							(71,114		)
Balance at December 31, 2016	174,040		$	549,707	$	1,467,602	$	732,099		$	(38,449	)	$	(589,844	)	$	2,121,115
Net income							171,753									171,753
Other comprehensive income										5,475						5,475
Stock issued	1,130		2,525		5,578								435			8,538
Stock-based compensation awards					5,209											5,209
Common stock cash dividends - $0.47 per share							(82,233		)							(82,233		)
Balance at December 31, 2017	175,170		$	552,232	$	1,478,389	$	821,619		$	(32,974	)	$	(589,409	)	$	2,229,857

See Notes to Consolidated Financial Statements



CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)



	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	171,753		$	161,625		$	149,502
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	23,305			13,182			2,250
Depreciation and amortization of premises and equipment	28,096			27,403			27,605
Net amortization of investment security premiums	10,107			10,430			7,330
Deferred income tax expense	24,896			11,054			13,424
Re-measurement of net deferred tax asset	15,635			—			—
Investment securities gains, net	(9,071		)	(2,550		)	(9,066		)
Gains on sales of mortgage loans held for sale	(13,036		)	(15,685		)	(13,264		)
Proceeds from sales of mortgage loans held for sale	644,400			709,316			757,850
Originations of mortgage loans held for sale	(634,197		)	(705,442		)	(743,950		)
Amortization of intangible assets	—			—			247
Amortization of issuance costs and discount of long-term debt	845			617			582
Stock-based compensation	5,209			6,556			5,938
Excess tax benefits from stock-based compensation	—			(964		)	(201		)
Increase in accrued interest receivable	(6,616		)	(3,527		)	(949		)
Loss on redemption of trust preferred securities	—			—			5,626
Decrease (increase) in other assets	29,227			(29,940		)	(22,987		)
Decrease in accrued interest payable	(315		)	(1,092		)	(7,321		)
(Decrease) increase in other liabilities	(31,412		)	4,427			4,928
Total adjustments	87,073			23,785			28,042
Net cash provided by operating activities	258,826			185,410			177,544
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale	184,734			115,844			66,480
Proceeds from maturities and paydowns of securities available for sale	417,673			558,854			439,533
Purchase of securities available for sale	(584,921		)	(782,765		)	(683,839		)
(Increase) decrease in short-term investments	(63,314		)	1,264			130,567
Net increase in loans	(1,087,521		)	(873,939		)	(743,655		)
Net purchases of premises and equipment	(33,092		)	(19,674		)	(27,113		)
Net cash used in investing activities	(1,166,441		)	(1,000,416		)	(818,027		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits	782,525			992,253			971,312
Net increase (decrease) in time deposits	2,143			(111,706		)	(206,501		)
Increase in short-term borrowings	76,207			43,654			167,944
Additions to long-term debt	223,251			215,884			347,778
Repayments of long-term debt	(115,153		)	(236,640		)	(540,079		)
Net proceeds from issuance of common stock	8,538			16,167			10,607
Excess tax benefits from stock-based compensation	—			964			201
Dividends paid	(80,368		)	(69,382		)	(65,361		)
Acquisition of treasury stock	—			(18,545		)	(50,000		)
Net cash provided by financing activities	897,143			832,649			635,901
Net (decrease) increase in Cash and Due From Banks	(10,472		)	17,643			(4,582		)
Cash and Due From Banks at Beginning of Year	118,763			101,120			105,702
Cash and Due From Banks at End of Year	$	108,291		$	118,763		$	101,120
Supplemental Disclosures of Cash Flow Information
Cash paid during period for:
Interest	$	93,817		$	83,420		$	91,116
Income taxes	6,537			16,193			13,378

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business: Fulton Financial Corporation ("Parent Company") is a multi-bank financial holding company which provides a full range of banking and financial services to businesses and consumers through its six wholly owned banking subsidiaries: Fulton Bank, N.A., Fulton Bank of New Jersey, The Columbia Bank, Lafayette Ambassador Bank, FNB Bank, N.A. and Swineford National Bank. In addition, the Parent Company owns the following non-bank subsidiaries: Fulton Financial Realty Company, Central Pennsylvania Financial Corp., FFC Management, Inc., FFC Penn Square, Inc. and Fulton Insurance Services Group, Inc. Collectively, the Parent Company and its subsidiaries are referred to as the Corporation.

The Corporation’s primary sources of revenue are interest income on loans, investment securities and other interest-earning assets and fee income earned on its products and services. Its expenses consist of interest expense on deposits and borrowed funds, provision for credit losses, other operating expenses and income taxes. The Corporation’s primary competition is other financial services providers operating in its region. Competitors also include financial services providers located outside the Corporation’s geographic market as a result of the growth in electronic delivery systems. The Corporation is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by such regulatory authorities.

The Corporation offers, through its banking subsidiaries, a full range of retail and commercial banking services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. Industry diversity is the key to the economic well-being of these markets, and the Corporation is not dependent upon any single customer or industry.

Basis of Financial Statement Presentation: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of the Parent Company and all wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amount of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The Corporation evaluates subsequent events through the date of the filing of this report with the Securities and Exchange Commission ("SEC").

Federal Reserve Bank ("FRB") and Federal Home Loan Bank Stock: Certain of the Corporation's wholly owned banking subsidiaries are members of the FRB and Federal Home Loan Bank and are required by federal law to hold stock in these institutions according to predetermined formulas. These restricted investments are carried at cost on the consolidated balance sheets and are periodically evaluated for impairment. Each of the Corporation’s subsidiary banks is a member of the Federal Home Loan Bank for the region encompassing the headquarters of the subsidiary bank. Memberships are maintained with the Atlanta, New York and Pittsburgh regional Federal Home Loan Banks (collectively referred to as the "FHLB").

Investments: Debt securities are classified as held to maturity at the time of purchase when the Corporation has both the intent and ability to hold these investments until they mature. Such debt securities are carried at cost, adjusted for amortization of premiums and accretion of discounts using the effective yield method. The Corporation does not engage in trading activities, however, since the investment portfolio serves as a source of liquidity, all debt securities and marketable equity securities are classified as available for sale. Securities available for sale are carried at estimated fair value with the related unrealized holding gains and losses reported in shareholders’ equity as a component of other comprehensive income, net of tax. Realized securities gains and losses are computed using the specific identification method and are recorded on a trade date basis.

Securities are evaluated periodically to determine whether declines in value are other-than-temporary. For its investments in equity securities, most notably its investments in stocks of financial institutions, the Corporation evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Equity securities with fair values less than cost are considered to be other-than-temporarily impaired if the Corporation does not have the ability and intent to hold the investments for a reasonable period of time that would be sufficient for a recovery of fair value.

Impaired debt securities are determined to be other-than-temporarily impaired if the Corporation concludes at the balance sheet date that it has the intent to sell, or believes it will more likely than not be required to sell, an impaired debt security before a recovery of its amortized cost basis. Credit losses on other-than-temporarily impaired debt securities are recorded through earnings, regardless of the intent or the requirement to sell. Credit loss is measured as the difference between the present value of an impaired debt security’s expected cash flows and its amortized cost. Non-credit related other-than-temporary impairment charges are recorded

as decreases to accumulated other comprehensive income as long as the Corporation has no intent or expected requirement to sell the impaired debt security before a recovery of its amortized cost basis.

Fair Value Option: The Corporation has elected to measure mortgage loans held for sale at fair value. Derivative financial instruments related to mortgage banking activities are also recorded at fair value, as detailed under the heading "Derivative Financial Instruments," below. The Corporation determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Changes in fair values during the period are recorded as components of mortgage banking income on the consolidated statements of income. Interest income earned on mortgage loans held for sale is classified in interest income on the consolidated statements of income.

Loans and Revenue Recognition : Loan and lease financing receivables are stated at their principal amount outstanding, except for mortgage loans held for sale, which are carried at fair value. Interest income on loans is accrued as earned. Unearned income on lease financing receivables is recognized on a basis which approximates the effective yield method.

In general, a loan is placed on non-accrual status once it becomes 90 days delinquent as to principal or interest. In certain cases a loan may be placed on non-accrual status prior to being 90 days delinquent if there is an indication that the borrower is having difficulty making payments, or the Corporation believes it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered secured and in the process of collection. The Corporation generally applies payments received on non-accruing loans to principal until such time as the principal is paid off, after which time any payments received are recognized as interest income. If the Corporation believes that all amounts outstanding on a non-accrual loan will ultimately be collected, payments received subsequent to its classification as a non-accrual loan are allocated between interest income and principal.

A loan that is 90 days delinquent may continue to accrue interest if the loan is both adequately secured and is in the process of collection. Past due status is determined based on contractual due dates for loan payments. An adequately secured loan is one that has collateral with a supported fair value that is sufficient to discharge the debt, and/or has an enforceable guarantee from a financially responsible party. A loan is considered to be in the process of collection if collection is proceeding through legal action or through other activities that are reasonably expected to result in repayment of the debt or restoration to current status in the near future.

Loans and lease financing receivables deemed to be a loss are written off through a charge against the allowance for loan losses. Closed-end consumer loans are generally charged off when they become 120 days past due ( 180 days for open-end consumer loans) if they are not adequately secured by real estate. All other loans are evaluated for possible charge-off when it is probable that the balance will not be collected, based on the ability of the borrower to pay and the value of the underlying collateral. Principal recoveries of loans previously charged off are recorded as increases to the allowance for loan losses.

Loan Origination Fees and Costs: Loan origination fees and the related direct origination costs are deferred and amortized over the life of the loan as an adjustment to interest income generally using the effective yield method. For mortgage loans sold, net loan origination fees and costs are included in the gain or loss on sale of the related loan.

Troubled Debt Restructurings ("TDRs"): Loans whose terms are modified are classified as TDRs if the Corporation grants the borrowers concessions and it is determined that those borrowers are experiencing financial difficulty. Concessions, whether negotiated or imposed by bankruptcy, granted under a TDR typically involve a temporary deferral of scheduled loan payments, an extension of a loan’s stated maturity date or a reduction in the interest rate. Non-accrual TDRs can be restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.

Allowance for Credit Losses: The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and other off-balance sheet credit exposures, such as letters of credit, and is recorded in other liabilities on the consolidated balance sheets. The allowance for credit losses is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. Management believes that the allowance for loan losses and the reserve for unfunded lending commitments are adequate as of the balance sheet date; however, future changes to the allowance or reserve may be necessary based on changes in any of the factors discussed in the following paragraphs.

Maintaining an appropriate allowance for credit losses is dependent upon various factors, including the ability to identify potential problem loans in a timely manner. For commercial loans, commercial mortgages and construction loans to commercial borrowers,

an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in the loan.

The following is a summary of the Corporation's internal risk rating categories:


•	Pass : These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.


•	Special Mention : These loans have an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.


•	Substandard or Lower : These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

The Corporation does not assign internal risk ratings for smaller balance, homogeneous loans, such as: home equity, residential mortgage, consumer, lease receivables and construction loans to individuals secured by residential real estate. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the various delinquency status categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration.

A loan is considered to be impaired if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. Impaired loans consist of all loans on non-accrual status and accruing TDRs. An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Impaired loans to borrowers with total outstanding commitments greater than or equal to $1.0 million are evaluated individually for impairment. Impaired loans to borrowers with total outstanding commitments less than $1.0 million are pooled and evaluated for impairment collectively.

All loans evaluated for impairment under FASB ASC Section 310-10-35 are measured for losses on a quarterly basis. As of December 31, 2017 and 2016 , substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real property.

For loans secured by real estate, estimated fair values are determined primarily through appraisals performed by state certified third-party appraisers, discounted to arrive at expected net sale proceeds. For collateral dependent loans, estimated real estate fair values are also net of estimated selling costs. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated appraisal of the real estate is necessary. This decision is based on various considerations, including: the age of the most recent appraisal; the loan-to-value ratio based on the original appraisal; the condition of the property; the Corporation’s experience and knowledge of the real estate market; the purpose of the loan; market factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others. The Corporation generally obtains updated appraisals performed by state certified third-party appraisers for impaired loans secured predominantly by real estate every 12 months.

As of December 31, 2017 and 2016 , approximately 94% and 62% , respectively, of impaired loans with principal balances greater than or equal to $1.0 million , whose primary collateral is real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated within the preceding 12 months.

When updated appraisals are not obtained for loans secured by real estate and evaluated for impairment under FASB ASC Section 310-10-35, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted appropriately for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans, generally less than 70% .

For impaired loans with principal balances greater than or equal to $1.0 million secured by non-real estate collateral, such as accounts receivable or inventory, estimated fair values are determined based on borrower financial statements, inventory listings, accounts receivable agings or borrowing base certificates. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. Liquidation or collection discounts are applied to these assets based upon existing loan evaluation policies.

All loans not evaluated for impairment under FASB ASC Section 310-10-35 are evaluated for impairment under FASB ASC Subtopic 450-20, using a pooled loss evaluation approach. In general, these loans include residential mortgages, home equity loans, consumer loans, and lease receivables. Accruing commercial loans, commercial mortgages and construction loans are also evaluated for impairment under FASB ASC Subtopic 450-20.

The Corporation segments its loan portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, net of unearned income," within Note 4, "Loans and Allowance for Credit Losses." Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. For commercial loans, class segments include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments are based on collateral types and include direct consumer installment loans and indirect automobile loans.

The Corporation calculates allowance for loan loss allocation needs for loans evaluated under FASB ASC Subtopic 450-20 through the following procedures:

•

The loans are segmented into pools with similar characteristics, as noted above. Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status.


•	A loss rate is calculated for each pool through an analysis of historical losses as loans migrate through the various risk rating or delinquency categories. Estimated loss rates are based on a probability of default and a loss rate forecast.


•	The loss rate is adjusted to consider qualitative factors, such as economic conditions and trends.


•	The resulting adjusted loss rate is applied to the balance of the loans in the pool to arrive at the allowance allocation for the pool.

The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. Prior to 2017, the Corporation maintained an unallocated allowance for credit losses for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure. In 2017, enhancements were made to allow for the impact of these factors and conditions to be quantified in the allowance allocation process. Accordingly, an unallocated allowance for credit losses is no longer necessary. This change did not have a material impact.

Premises and Equipment: Premises and equipment are stated at cost, less accumulated depreciation and amortization. The provision for depreciation and amortization is generally computed using the straight-line method over the estimated useful lives of the related assets, which are a maximum of 50 years for buildings and improvements, 8 years for furniture and 5 years for equipment. Leasehold improvements are amortized over the shorter of the useful life or the non-cancelable lease term.

Other Real Estate Owned ("OREO"): Assets acquired in settlement of mortgage loan indebtedness are recorded as OREO and are included in other assets on the consolidated balance sheets, initially at the lower of the estimated fair value of the asset, less estimated selling costs, or the carrying amount of the loan. Costs to maintain the assets and subsequent gains and losses on sales are included in other non-interest expense on the consolidated statements of income.

Mortgage Servicing Rights ("MSRs"): The estimated fair value of MSRs related to residential mortgage loans sold and serviced by the Corporation is recorded as an asset upon the sale of such loans. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans.

MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined through a discounted cash flows valuation completed by a third-party valuation expert. Significant inputs to the valuation include expected net servicing income, the discount rate and the expected lives of the underlying loans. Expected

life is based on the contractual terms of the loans, as adjusted for prepayment projections. To the extent the amortized cost of the MSRs exceeds their estimated fair value, a valuation allowance is established through a charge against servicing income, included as a component of mortgage banking income on the consolidated statements of income. If subsequent valuations indicate that impairment no longer exists, the valuation allowance is reduced through an increase to servicing income.

Derivative Financial Instruments: The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. None of the Corporation's outstanding derivative contracts are designated as hedges and none are entered into for speculative purposes. Derivative instruments are carried at fair value, with changes in fair value recognized in earnings as components of non-interest income or non-interest expense on the consolidated statements of income.

Derivative contracts create counterparty credit risk with both the Corporation's customers and with institutional derivative counterparties. The Corporation manages counterparty credit risk through its credit approval processes, monitoring procedures and obtaining adequate collateral, when the Corporation determines it is appropriate to do so and in accordance with counterparty contracts.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets, with changes in fair values during the period recorded in mortgage banking income on the consolidated statements of income.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments and the gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest expense on the consolidated statements of income. Fulton Bank, N.A. ("Fulton Bank"), the Corporation's largest banking subsidiary, exceeded $10 billion in total assets as of December 31, 2016 and was required to clear all eligible interest rate swap contracts with a central counterparty, effective January 1, 2017. As a result, Fulton Bank became subject to the regulations of Commodity Futures Trading Commission ("CFTC") on that date.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a specific date at a contractual price. The Corporation offsets its foreign exchange exposure with customers by entering into contracts with correspondent financial institutions to mitigate its foreign exchange risk. The Corporation also holds certain amounts of foreign currency with international correspondent banks ("Foreign Currency Nostro Accounts"). The Corporation limits the total overnight net foreign currency open positions, which is defined as an aggregate of all outstanding contracts and Foreign Currency Nostro Account balances, to $500,000 . Gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded in other service charges and fees on the consolidated statements of income.

Balance Sheet Offsetting: Although certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets because they are subject to master netting arrangements or similar agreements, the Corporation elects to not offset such qualifying assets and liabilities.

The Corporation is a party to interest rate swap transactions with financial institution counterparties and customers. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default. A daily settlement occurs through a clearing agent for changes in the fair value of centrally cleared derivatives. As a result, the total fair values of

interest rate swap derivative assets and derivative liabilities recognized on the consolidated balance sheet are not equal and offsetting.

The Corporation is also a party to foreign currency exchange contracts with financial institution counterparties, under which the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. As with interest rate swap contracts, cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the foreign currency exchange contracts in the event of default. For additional details, see "Note 10 - Derivative Financial Instruments."

The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified in short-term borrowings on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with investment securities on the consolidated balance sheets. The Corporation has no intention of setting off these amounts, therefore, these repurchase agreements are not eligible for offset.

Income Taxes: The Corporation accounts for income taxes in accordance with FASB ASC Topic 740, "Income Taxes" ("ASC Topic 740"). Under ASC Topic 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC Topic 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The Corporation considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC Topic 740 in determining whether it is more-likely-than-not the net deferred tax assets will be realized. In the event the Corporation determines that the deferred income tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes.

ASC Topic 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The liability for unrecognized tax benefits is included in other liabilities within the consolidated balance sheets at December 31, 2017 and 2016 .

Stock-Based Compensation: The Corporation grants equity awards to employees, consisting of stock options, restricted stock, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") under its Amended and Restated Equity and Cash Incentive Compensation Plan ("Employee Equity Plan"). In addition, employees may purchase stock under the Corporation’s Employee Stock Purchase Plan ("ESPP").

The Corporation also grants stock equity awards to non-employee members of its board of directors under the 2011 Directors’ Equity Participation Plan ("Directors’ Plan"). Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock or common stock.

Stock option fair values are estimated through the use of the Black-Scholes valuation methodology as of the date of grant. Stock options carry terms of up to ten years. The fair value of restricted stock, RSUs and a majority of PSUs are based on the trading price of the Corporation's stock on the date of grant. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

Equity awards issued under the Employee Equity Plan are generally granted annually and become fully vested over or after a three -year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan generally vest immediately upon grant. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards. Restricted stock, RSUs and PSUs earn dividends during the vesting period, which are forfeitable if the awards do not vest.

The fair value of stock options, restricted stock and RSUs granted to employees is recognized as compensation expense over the vesting period for such awards. Compensation expense for PSUs is also recognized over the vesting period, however, compensation expense for PSUs may vary based on the expectations for actual performance relative to defined performance measures.

Net Income Per Share: Basic net income per common share is calculated as net income divided by the weighted average number of shares outstanding.

Diluted net income per share is calculated as net income divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist of outstanding stock options, restricted stock, RSUs and PSUs. PSUs are required to be included in weighted average diluted shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average common shares outstanding used to calculate basic and diluted net income per share follows:



	2017	2016	2015
	(in thousands)
Weighted average common shares outstanding (basic)	174,721	173,325	175,721
Impact of common stock equivalents	1,211	1,093	1,053
Weighted average common shares outstanding (diluted)	175,932	174,418	176,774

In 2016 and 2015 , 534,000 and 1.7 million stock options, respectively, were excluded from the diluted earnings per share computation as their effect would have been anti-dilutive. There were no stock options excluded from the diluted net income per share computation in 2017 .

Disclosures about Segments of an Enterprise and Related Information : The Corporation does not have any operating segments which require disclosure of additional information. While the Corporation owns six separate banks, each engages in similar activities, provides similar products and services, and operates in the same general geographic area. The Corporation’s non-banking activities are immaterial and, therefore, separate information is not required to be disclosed.

Financial Guarantees : Financial guarantees, which consist primarily of standby and commercial letters of credit, are accounted for by recognizing a liability equal to the fair value of the guarantees and crediting the liability to income over the term of the guarantee. Fair value is estimated based on the fees currently charged to enter into similar agreements with similar terms.

Business Combinations and Intangible Assets : The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires that all assets acquired and liabilities assumed, including certain intangible assets that must be recognized, be recorded at their estimated fair values as of the acquisition date. Any purchase price exceeding the fair value of net assets acquired is recorded as goodwill.

Goodwill is not amortized to expense, but is tested for impairment at least annually. A quantitative annual impairment test is not required if, based on a qualitative analysis, the Corporation determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. Write-downs of the balance, if necessary as a result of the impairment test, are charged to expense in the period in which goodwill is determined to be impaired. The Corporation performs its annual test of goodwill impairment as of October 31st of each year. If certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur. Based on the results of its annual impairment tests, the Corporation concluded that there was no impairment in 2017 , 2016 or 2015 . See "Note 6 - Goodwill and Intangible Assets," for additional details.

Intangible assets are amortized over their estimated lives. Some intangible assets have indefinite lives and are, therefore, not amortized. All intangible assets must be evaluated for impairment if certain events occur. Any impairment write-downs are recognized as non-interest expense on the consolidated statements of income.

Variable Interest Entities ("VIEs") : FASB ASC Topic 810 provides guidance on when to consolidate certain VIEs in the financial statements of the Corporation. VIEs are entities in which equity investors do not have a controlling financial interest or do not have sufficient equity at risk for the entity to finance activities without additional financial support from other parties. VIEs are assessed for consolidation under ASC Topic 810 when the Corporation holds variable interests in these entities. The Corporation consolidates VIEs when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is determined to be the party

that has the power to make decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

Subsidiary Trusts

The Parent Company owns all of the common stock of three subsidiary trusts, which have issued securities (Trust Preferred Securities) in conjunction with the Parent Company issuing junior subordinated deferrable interest debentures to the trusts. The terms of the junior subordinated deferrable interest debentures are the same as the terms of the Trust Preferred Securities ("TruPS"). The Parent Company’s obligations under the debentures constitute a full and unconditional guarantee by the Parent Company of the obligations of the trusts. The provisions of ASC Topic 810 related to subsidiary trusts, as interpreted by the SEC, disallow consolidation of subsidiary trusts in the financial statements of the Corporation. As a result, TruPS are not included on the Corporation’s consolidated balance sheets. The junior subordinated debentures issued by the Parent Company to the subsidiary trusts, which have the same total balance and rate as the combined equity securities and TruPS issued by the subsidiary trusts, remain in long-term debt. See "Note 9 - Short-Term Borrowings and Long-Term Debt," for additional information.

Tax Credit Investments

The Corporation makes investments in certain community development projects that generate tax credits under various federal programs, including qualified affordable housing projects, New Markets Tax Credit ("NMTC") projects and historic rehabilitation projects (collectively, "Tax Credit Investments"). These investments are made throughout the Corporation's market area as a means of supporting the communities it serves. The Corporation typically acts as a limited partner or member of a limited liability company in its Tax Credit Investments and does not exert control over the operating or financial policies of the partnership or limited liability company. Tax credits earned are subject to recapture by federal taxing authorities based upon compliance requirements to be met at the project level. As of December 31, 2017 and 2016 , the Corporation’s Tax Credit Investments, included in other assets on the consolidated balance sheets and representing total committed equity investments, totaled $205.8 million and $186.4 million , respectively. As of December 31, 2017 , the Corporation had future funding commitments, included in other liabilities on the consolidated balance sheets, of approximately $68.8 million .

Because the Corporation owns 100% of the equity interests in its New Markets Tax Credit investments, these investments were consolidated based on FASB ASC Topic 810 as of December 31, 2017 and 2016 . Investments in affordable housing projects were not consolidated based on management's assessment of the provisions of FASB ASC Topic 810.

Tax Credit Investments are tested for impairment when events or changes in circumstances indicate that it is more likely than not that the carrying amount of the investment will not be realized. An impairment loss is measured as the amount by which the current carrying value exceeds its aggregated remaining value of the tax benefits of the investment. There were no impairment losses recognized for the Corporation’s Tax Credit Investments in 2017 , 2016 or 2015 .

Amortization expense for qualified affordable housing projects is recorded as a component of income taxes on the consolidated statements of income. This expense, net of federal tax benefits, totaled $13.4 million , $11.2 million and $9.8 million in 2017 , 2016 and 2015 , respectively.

Amortization expense for NMTC and historical rehabilitation investments entered into prior to 2017 was recorded as a component of income taxes on the consolidated statements of income. The expense on these prior investments, net of federal tax benefits, totaled $2.2 million , $3.1 million and $2.6 million in 2017 , 2016 and 2015 , respectively. Amortization expense for these types of investments entered into after 2016 is recorded in non-interest expense on the consolidation statement of income. This expense totaled $11.0 million in 2017 .

The income tax credits earned on Tax Credit Investments, recorded as a reduction to income taxes on the consolidated statements of income, were $41.4 million in 2017 , $31.8 million in 2016 and $26.0 million in 2015 .

Fair Value Measurements: FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):


•	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.

The Corporation has categorized all assets and liabilities required to be measured at fair value on both a recurring and nonrecurring basis into the above three levels. See "Note 18 - Fair Value Measurements," for additional details.

Recently Adopted Accounting Standards: In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 was effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. For the Corporation, this standards update was effective with its March 31, 2017 quarterly report on Form 10-Q. As a result of adopting ASC Update 2016-09, excess tax benefits from stock-based compensation totaling $1.3 million were rec ognized in 2017 as a reduction to income taxes, rather then as an adjustment to additional paid-in capital.

Recently Issued Accounting Standards: In May 2014, the FASB issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. The FASB has issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11, 2016-12 and 2017-13). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation evaluated the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements and did not identify any significant changes in the timing of revenue recognition as a result of this amended guidance. The Corporation adopted this standards update on January 1, 2018, under the modified retrospective approach, and the adoption of ASC Update 2014-09 did not have a material impact on its consolidated financial statements.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. This standards update will require equity investments to be measured at fair value, with changes recorded in net income. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted. The Corporation adopted this standards update on January 1, 2018 and the adoption of ASC Update 2016-01 did not have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update requires a lessee to recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged. The standards update also requires expanded qualitative and quantitative disclosures. In September of 2017, the FASB issued clarifying guidance to this standard (ASC Update 2017-13). For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities, which requires restatement of all comparative periods in the year of adoption. Early adoption is permitted. For the Corporation, this standards update is effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements. The Corporation currently operates a number of branches that are leased, with the leases accounted for as operating leases that are not recognized on the consolidated balance sheet. Under ASC Update 2016-02, right-of-use assets and lease liabilities will need to be recognized on the consolidated balance sheet for these branches, which will also have an impact on regulatory capital ratios. The recognition of operating leases on the consolidated balance sheet is expected to be the most significant impact of the adoption of this standards update.

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable (current practice). ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-15 to have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASC Update 2016-18, "Statement of Cash Flows - Restricted Cash." This standards update provides guidance regarding the presentation of restricted cash in the statement of cash flows. The update requires companies to include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It also requires an entity to disclose the nature of the restrictions on cash and cash equivalents. ASC Update 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-18 to have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASC Update 2017-04, "Intangibles - Goodwill and Other." This standards update eliminates Step 2 of the goodwill impairment test which measures the impairment amount. Identifying and measuring impairment will take place in a single quantitative step. In addition, no separate qualitative assessment for reporting units with zero or negative carrying amount is required. Entities must disclose the existence of these reporting units and the amount of goodwill allocated to them. This update should be applied on a prospective basis, and an entity is required to disclose the nature of and reason for the change in accounting principle upon transition. ASC Update 2017-04 is effective for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its 2020 goodwill impairment test and does not expect the adoption of ASC Update 2017-04 to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASC Update 2017-07, "Improving the Presentation of Net Periodic Pension Costs and Net Periodic Benefit Cost." This standards update requires a company to present service cost separately from the other components of net benefit cost. In addition, the update provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. ASC Update 2017-07 is effective for annual or interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2017-07 to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASC Update 2017-08, "Premium Amortization on Purchased Callable Debt Securities." This standards update requires that a company amortize the premium on callable debt securities to the earliest call date versus current U.S. GAAP, which requires amortization over the contractual life of the securities. The amortization period for callable debt securities purchased at a discount would not be impacted by the new accounting standards update. This amendment is to be adopted on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. ASC Update 2017-08 is effective for annual or interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2019 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2017-08 to have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASC Update 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." This standards update permits a reclassification from accumulated other comprehensive income to retained earnings of the stranded tax effects resulting from the application of the new federal corporate income tax rate. ASC Update 2018-02 is effective for annual or interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2018-02 to have a material impact on its consolidated financial statements.

Reclassifications: Certain amounts in the 2016 and 2015 consolidated financial statements and notes have been reclassified to conform to the 2017 presentation.



NOTE 2 – RESTRICTIONS ON CASH AND DUE FROM BANKS

The Corporation’s subsidiary banks are required to maintain reserves against their deposit liabilities. These reserves are in the form of cash and balances with the FRB, included in interest-bearing deposits with other banks. The amounts of such reserves as of December 31, 2017 and 2016 were $124.4 million and $113.3 million , respectively.



NOTE 3 – INVESTMENT SECURITIES

The following tables present the amortized cost and estimated fair values of investment securities, which were all classified as available for sale, as of December 31 :



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
2017
U.S. Government sponsored agency securities	$	5,962	$	2	$	(26	)	$	5,938
State and municipal securities	405,860		5,638		(2,549		)	408,949
Corporate debt securities	96,353		2,832		(1,876		)	97,309
Collateralized mortgage obligations	611,927		491		(9,795		)	602,623
Residential mortgage-backed securities	1,132,080		3,957		(15,241		)	1,120,796
Commercial mortgage-backed securities	215,351		—		(2,596		)	212,755
Auction rate securities	107,410		—		(8,742		)	98,668
Total debt securities	2,574,943		12,920		(40,825		)	2,547,038
Equity securities	776		142		—			918
Total	$	2,575,719	$	13,062	$	(40,825	)	$	2,547,956

2016
U.S. Government sponsored agency securities	$	132	$	2	$	—		$	134
State and municipal securities	405,274		2,043		(15,676		)	391,641
Corporate debt securities	112,016		1,978		(4,585		)	109,409
Collateralized mortgage obligations	604,095		1,943		(12,178		)	593,860
Residential mortgage-backed securities	1,328,192		6,546		(16,900		)	1,317,838
Commercial mortgage-backed securities	25,100		—		(537		)	24,563
Auction rate securities	107,215		—		(9,959		)	97,256
Total debt securities	2,582,024		12,512		(59,835		)	2,534,701
Equity securities	12,231		12,295		—			24,526
Total	$	2,594,255	$	24,807	$	(59,835	)	$	2,559,227

Securities carried at $1.8 billion at both December 31, 2017 and 2016 were pledged as collateral to secure public and trust deposits and customer repurchase agreements.

The amortized cost and estimated fair values of debt securities as of December 31, 2017 , by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	Amortized Cost		Estimated Fair Value
	(in thousands)

Due in one year or less	$	16,837	$	16,920
Due from one year to five years	33,191		33,565
Due from five years to ten years	112,181		113,164
Due after ten years	453,376		447,215
	615,585		610,864
Residential mortgage-backed securities ⁽¹⁾	1,132,080		1,120,796
Commercial mortgage-backed securities ⁽¹⁾	215,351		212,755
Collateralized mortgage obligations ⁽¹⁾	611,927		602,623
Total debt securities	$	2,574,943	$	2,547,038


⁽¹⁾	Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans.

The following table presents information related to gross gains and losses on the sales of equity and debt securities:



	Gross Realized Gains		Gross Realized Losses			Net Gains (Losses)
	(in thousands)
2017:
Equity securities	$	13,558	$	—		$	13,558
Debt securities	315		(4,802		)	(4,487		)
Total	$	13,873	$	(4,802	)	$	9,071
2016:
Equity securities	$	2,005	$	(10	)	$	1,995
Debt securities	581		(26		)	555
Total	$	2,586	$	(36	)	$	2,550
2015:
Equity securities	$	6,496	$	(1	)	$	6,495
Debt securities	2,571		—			2,571
Total	$	9,067	$	(1	)	$	9,066

The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at December 31 :



	2017			2016			2015
	(in thousands)
Balance of cumulative credit losses on debt securities, beginning of year	$	(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 year	$	(11,510	)	$	(11,510	)	$	(11,510	)

The credit related other-than-temporary impairment charges for debt securities were determined based on expected cash flows models.

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31, 2017 . There were no gross unrealized losses on equity securities as of December 31, 2017 .



	Less Than 12 months					12 Months or Longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(in thousands)
U.S. Government sponsored agency securities	$	5,830	$	(26	)	$	—	$	—		$	5,830	$	(26	)
State and municipal securities	11,650		(50		)	118,297		(2,499		)	129,947		(2,549		)
Corporate debt securities	4,544		(48		)	32,163		(1,828		)	36,707		(1,876		)
Collateralized mortgage obligations	303,932		(2,408		)	187,690		(7,387		)	491,622		(9,795		)
Residential mortgage-backed securities	511,378		(4,348		)	500,375		(10,893		)	1,011,753		(15,241		)
Commercial mortgage-backed securities	190,985		(2,118		)	21,770		(478		)	212,755		(2,596		)
Auction rate securities	—		—			98,668		(8,742		)	98,668		(8,742		)
Total	$	1,028,319	$	(8,998	)	$	958,963	$	(31,827	)	$	1,987,282	$	(40,825	)

For comparative purposes, the following table presents gross unrealized losses and the estimated fair value of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2016.



	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	$	247,509	$	(15,676	)	$	—	$	—		$	247,509	$	(15,676	)
Corporate debt securities	11,922		(110		)	34,629		(4,475		)	46,551		(4,585		)
Collateralized mortgage obligations	166,905		(3,899		)	258,237		(8,279		)	425,142		(12,178		)
Mortgage-backed securities	1,137,510		(17,437		)	—		—			1,137,510		(17,437		)
Auction rate securities	—		—			97,256		(9,959		)	97,256		(9,959		)
Total	$	1,563,846	$	(37,122	)	$	390,122	$	(22,713	)	$	1,953,968	$	(59,835	)

The Corporation’s collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the decline in fair

value of these securities is attributable to changes in interest rates and not credit quality, and because the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, the Corporation did not consider these investments to be other-than-temporarily impaired as of December 31, 2017 .

As of December 31, 2017 , all student loan auction rate certificates ("ARCs") were rated above investment grade. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. All of the loans were current and making scheduled payments and, based on management’s evaluations, were not subject to any other-than-temporary impairment charges as of December 31, 2017 . The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

The majority of the Corporation’s available for sale corporate debt securities are issued by financial institutions. The following table presents the amortized cost and estimated fair values of corporate debt securities as of December 31 :



	2017				2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in thousands)
Single-issuer trust preferred securities	$	31,335	$	30,703	$	43,746	$	39,829
Subordinated debt	49,013		49,533		46,231		46,723
Senior notes	12,031		12,392		18,037		18,433
Pooled trust preferred securities	—		707		—		422
Corporate debt securities issued by financial institutions	92,379		93,335		108,014		105,407
Other corporate debt securities	3,974		3,974		4,002		4,002
Available for sale corporate debt securities	$	96,353	$	97,309	$	112,016	$	109,409

Single-issuer trust preferred securities had an unrealized loss of $632,000 as of December 31, 2017 . Four of the 18 single-issuer trust preferred securities held were rated below investment grade by at least one ratings agency, with an amortized cost of $4.9 million and an estimated fair value of $4.7 million as of December 31, 2017 . All of the single-issuer trust preferred securities rated below investment grade were rated "BB" or "Ba." Two single-issuer trust preferred securities with an amortized cost of $3.8 million and an estimated fair value of $3.1 million as of December 31, 2017 were not rated by any ratings agency.

Based on management’s evaluations, no corporate debt securities were subject to any other-than-temporary impairment charges

as of December 31, 2017. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.



NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans, net of unearned income

Loans, net of unearned income are summarized as follows as of December 31 :



	2017			2016
	(in thousands)
Real estate – commercial mortgage	$	6,364,804		$	6,018,582
Commercial – industrial, financial and agricultural	4,300,297			4,087,486
Real estate – residential mortgage	1,954,711			1,601,994
Real estate – home equity	1,559,719			1,625,115
Real estate – construction	1,006,935			843,649
Consumer	313,783			291,470
Leasing and other	291,556			246,704
Overdrafts	4,113			3,662
Loans, gross of unearned income	15,795,918			14,718,662
Unearned income	(27,671		)	(19,390		)
Loans, net of unearned income	$	15,768,247		$	14,699,272

The Corporation has extended credit to the officers and directors of the Corporation and to their associates. These related-party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collection. The aggregate dollar amount of these loans, including unadvanced commitments, was $113.6 million and $154.4 million as of December 31, 2017 and 2016 , respectively. During 2017 , additions totaled $4.9 million and repayments totaled $45.8 million in related-party loans.

The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $4.6 billion and $4.7 billion as of December 31, 2017 and 2016 , respectively.

Allowance for Credit Losses

The following table presents the components of the allowance for credit losses as of December 31 :



	2017		2016		2015
	(in thousands)
Allowance for loan losses	$	169,910	$	168,679	$	169,054
Reserve for unfunded lending commitments	6,174		2,646		2,358
Allowance for credit losses	$	176,084	$	171,325	$	171,412

The following table presents the activity in the allowance for credit losses for the years ended December 31 :



	2017			2016			2015
	(in thousands)
Balance at beginning of year	$	171,325		$	171,412		$	185,931
Loans charged off	(33,290		)	(33,927		)	(32,157		)
Recoveries of loans previously charged off	14,744			20,658			15,388
Net loans charged off	(18,546		)	(13,269		)	(16,769		)
Provision for credit losses	23,305			13,182			2,250
Balance at end of year	$	176,084		$	171,325		$	171,412

The following table presents the activity in the allowance for loan losses by portfolio segment for the years ended December 31 and loans, net of unearned income, and their related allowance for loan losses, by portfolio segment, as of December 31:



	Real Estate - Commercial Mortgage			Commercial - Industrial, Financial and Agricultural			Real Estate - Home Equity			Real Estate - Residential Mortgage			Real Estate - Construction			Consumer			Leasing and other and Overdrafts			Unallocated			Total
	(in thousands)
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	(3,580		)	(15,276		)	(4,912		)	(2,326		)	(1,218		)	(2,800		)	(3,815		)	—			(33,927		)
Recoveries of loans previously charged off	3,373			8,981			1,171			1,072			3,924			1,295			842			—			20,658
Net loans charged off	(207		)	(6,295		)	(3,741		)	(1,254		)	2,706			(1,505		)	(2,973		)	—			(13,269		)
Provision for loan losses ⁽¹⁾	(817		)	3,550			8,137			2,808			(2,780		)	2,494			3,697			(4,195		)	12,894
Balance at December 31, 2016	46,842			54,353			26,801			22,929			6,455			3,574			3,192			4,533			168,679
Loans charged off	(2,169		)	(19,067		)	(2,340		)	(687		)	(3,765		)	(2,227		)	(3,035		)	—			(33,290		)
Recoveries of loans previously charged off	1,668			7,771			813			786			1,582			1,156			968			—			14,744
Net loans charged off	(501		)	(11,296		)	(1,527		)	99			(2,183		)	(1,071		)	(2,067		)	—			(18,546		)
Provision for loan losses ⁽¹⁾	12,452			23,223			(7,147		)	(6,940		)	2,348			(458		)	832			(4,533		)	19,777
Balance at December 31, 2017	$	58,793		$	66,280		$	18,127		$	16,088		$	6,620		$	2,045		$	1,957		$	—		$	169,910

Allowance for loan losses at December 31, 2017
Evaluated for impairment under FASB ASC Subtopic 450-20	$	50,681		$	54,874		$	7,003		$	6,193		$	5,653		$	2,028		$	1,957		$	—		$	128,389
Evaluated for impairment under FASB ASC Section 310-10-35	8,112			11,406			11,124			9,895			967			17			—			N/A			41,521
	$	58,793		$	66,280		$	18,127		$	16,088		$	6,620		$	2,045		$	1,957		$	—		$	169,910
Loans, net of unearned income at December 31, 2017
Evaluated for impairment under FASB ASC Subtopic 450-20	$	6,316,023		$	4,236,572		$	1,535,026		$	1,913,004		$	994,738		$	313,757		$	267,998		N/A			$	15,577,118
Evaluated for impairment under FASB ASC Section 310-10-35	48,781			63,725			24,693			41,707			12,197			26			—			N/A			191,129
	$	6,364,804		$	4,300,297		$	1,559,719		$	1,954,711		$	1,006,935		$	313,783		$	267,998		N/A			$	15,768,247
Allowance for loan losses at December 31, 2016
Evaluated for impairment under FASB ASC Subtopic 450-20	$	36,680		$	40,700		$	17,290		$	11,032		$	4,587		$	3,548		$	3,192		$	4,533		$	121,562
Evaluated for impairment under FASB ASC Section 310-10-35	10,162			13,653			9,511			11,897			1,868			26			—			N/A			47,117
	$	46,842		$	54,353		$	26,801		$	22,929		$	6,455		$	3,574		$	3,192		$	4,533		$	168,679
Loans, net of unearned income at December 31, 2016
Evaluated for impairment under FASB ASC Subtopic 450-20	$	5,963,689		$	4,038,511		$	1,605,910		$	1,555,946		$	833,117		$	291,430		$	230,976		N/A			$	14,519,579
Evaluated for impairment under FASB ASC Section 310-10-35	54,893			48,975			19,205			46,048			10,532			40			—			N/A			179,693
	$	6,018,582		$	4,087,486		$	1,625,115		$	1,601,994		$	843,649		$	291,470		$	230,976		N/A			$	14,699,272

(1)

For the year ended December 31, 2017 , the provision for loan losses excluded a $3.5 million increase in the reserve for unfunded lending commitments. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $23.3 million for the year ended December 31, 2017 . For the year ended December 31, 2016 , the provision for loan losses excluded a $288,000 increase in the reserve for unfunded lending commitments. The total provision for credit losses was $13.2 million for the year ended December 31, 2016 .

N/A – Not applicable.

Impaired Loans

The following table presents total impaired loans by class segment as of December 31 :



	2017						2016
	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	$	26,728	$	22,886	$	—	$	28,757	$	25,447	$	—
Commercial - secured	44,936		39,550		—		29,296		25,526		—
Real estate - residential mortgage	4,575		4,575		—		4,689		4,689		—
Construction - commercial residential	12,477		8,100		—		6,271		4,795		—
	88,716		75,111				69,013		60,457
With a related allowance recorded:
Real estate - commercial mortgage	33,710		25,895		8,112		37,132		29,446		10,162
Commercial - secured	28,819		23,442		11,013		27,767		22,626		13,198
Commercial - unsecured	997		733		393		1,122		823		455
Real estate - home equity	28,282		24,693		11,124		23,971		19,205		9,511
Real estate - residential mortgage	42,597		37,132		9,895		48,885		41,359		11,897
Construction - commercial residential	6,846		3,667		813		10,103		4,206		1,300
Construction - commercial	45		19		7		681		435		145
Construction - other	417		411		147		1,096		1,096		423
Consumer - indirect	11		11		7		19		19		12
Consumer - direct	15		15		10		21		21		14
	141,739		116,018		41,521		150,797		119,236		47,117
Total	$	230,455	$	191,129	$	41,521	$	219,810	$	179,693	$	47,117

As of December 31, 2017 and 2016 , there were $75.1 million and $60.5 million , respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans have been charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

The following table presents average impaired loans, by class segment, for the years ended December 31 :



	2017				2016				2015
	Average Recorded Investment		Interest Income Recognized ⁽¹⁾		Average Recorded Investment		Interest Income Recognized ⁽¹⁾		Average Recorded Investment		Interest Income Recognized ⁽¹⁾
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	22,793	$	281	$	24,232	$	294	$	25,345	$	315
Commercial - secured	31,357		182		19,825		104		15,654		97
Commercial - unsecured	—		—		—		—		17		—
Real estate - residential mortgage	4,631		107		5,598		126		5,389		124
Construction - commercial residential	7,016		12		6,285		48		11,685		148
Construction - commercial	239		—		—		—		915		—
	66,036		582		55,940		572		59,005		684
With a related allowance recorded:
Real estate - commercial mortgage	27,193		338		31,737		384		39,232		475
Commercial - secured	23,321		135		25,857		130		25,660		150
Commercial - unsecured	791		2		887		4		1,749		6
Real estate - home equity	21,704		534		17,912		285		13,887		144
Real estate - residential mortgage	39,093		903		42,191		908		46,252		1,041
Construction - commercial residential	5,051		11		5,295		41		6,455		79
Construction - commercial	152		—		524		—		931		—
Construction - other	957		—		682		—		263		—
Consumer - indirect	15		1		15		1		16		1
Consumer - direct	18		1		18		1		17		1
Leasing, other and overdrafts	285		—		854		—		285		—
	118,580		1,925		125,972		1,754		134,747		1,897
Total	$	184,616	$	2,507	$	181,912	$	2,326	$	193,752	$	2,581


(1)	Interest income recognized for the years ended December 31, 2017 , 2016 and 2015 represents amounts earned on accruing TDRs. Impaired loans consist of loans on non-accrual status and accruing TDRs.

Credit Quality Indicators and Non-performing Assets

The following table presents internal credit risk ratings as of December 31 :



	Pass						Special Mention						Substandard or Lower						Total
	2017			2016			2017			2016			2017			2016			2017			2016
	(dollars in thousands)
Real estate - commercial mortgage	$	6,066,396		$	5,763,122		$	147,604		$	132,484		$	150,804		$	122,976		$	6,364,804		$	6,018,582
Commercial - secured	3,831,485			3,686,152			121,842			128,873			179,113			118,527			4,132,440			3,933,552
Commercial -unsecured	159,620			145,922			5,478			4,481			2,759			3,531			167,857			153,934
Total commercial - industrial, financial and agricultural	3,991,105			3,832,074			127,320			133,354			181,872			122,058			4,300,297			4,087,486
Construction - commercial residential	143,759			113,570			5,259			15,447			14,084			13,172			163,102			142,189
Construction - commercial	761,218			635,963			846			3,412			3,752			5,115			765,816			644,490
Total real estate - construction (excluding construction - other)	904,977			749,533			6,105			18,859			17,836			18,287			928,918			786,679
Total	$	10,962,478		$	10,344,729		$	281,029		$	284,697		$	350,512		$	263,321		$	11,594,019		$	10,892,747

% of Total	94.6		%	95.0		%	2.4		%	2.6		%	3.0		%	2.4		%	100.0		%	100.0		%

The following table presents delinquency and non-performing status for loans that do not have internal credit risk ratings, by class segment, as of December 31 :



	Performing						Delinquent ⁽¹⁾						Non-performing ⁽²⁾						Total
	2017			2016			2017			2016			2017			2016			2017			2016
	(dollars in thousands)
Real estate - home equity	$	1,535,557		$	1,602,687		$	12,655		$	9,274		$	11,507		$	13,154		$	1,559,719		$	1,625,115
Real estate - residential mortgage	1,914,888			1,557,995			18,852			20,344			20,971			23,655			1,954,711			1,601,994
Real estate - construction - other	77,403			55,874			203			—			411			1,096			78,017			56,970
Consumer - direct	54,828			93,572			315			1,752			70			1,563			55,213			96,887
Consumer - indirect	254,663			190,656			3,681			3,599			226			328			258,570			194,583
Total consumer	309,491			284,228			3,996			5,351			296			1,891			313,783			291,470
Leasing, other and overdrafts	267,111			229,591			855			1,068			32			317			267,998			230,976
Total	$	4,104,450		$	3,730,375		$	36,561		$	36,037		$	33,217		$	40,113		$	4,174,228		$	3,806,525

% of Total	98.3		%	98.0		%	0.9		%	0.9		%	0.8		%	1.1		%	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.

The following table presents total non-performing assets as of December 31 :



	2017		2016
	(in thousands)
Non-accrual loans	$	124,749	$	120,133
Loans 90 days or more past due and still accruing	10,010		11,505
Total non-performing loans	134,759		131,638
Other real estate owned	9,823		12,815
Total non-performing assets	$	144,582	$	144,453

The following table presents past due status and non-accrual loans, by portfolio segment and class segment, as of December 31 :



	2017
	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	$	9,456	$	4,223	$	625	$	34,822	$	35,447	$	49,126	$	6,315,678	$	6,364,804
Commercial - secured	4,778		5,254		1,360		52,255		53,615		63,647		4,068,793		4,132,440
Commercial - unsecured	305		10		45		649		694		1,009		166,848		167,857
Total Commercial - industrial, financial and agricultural	5,083		5,264		1,405		52,904		54,309		64,656		4,235,641		4,300,297
Real estate - home equity	9,640		3,015		2,372		9,135		11,507		24,162		1,535,557		1,559,719
Real estate - residential mortgage	11,961		6,891		5,280		15,691		20,971		39,823		1,914,888		1,954,711
Construction - commercial	483		—		—		19		19		502		765,314		765,816
Construction - commercial residential	—		439		—		11,767		11,767		12,206		150,896		163,102
Construction - other	203		—		—		411		411		614		77,403		78,017
Total Real estate - construction	686		439		—		12,197		12,197		13,322		993,613		1,006,935
Consumer - direct	260		55		70		—		70		385		54,828		55,213
Consumer - indirect	3,055		626		226		—		226		3,907		254,663		258,570
Total Consumer	3,315		681		296		—		296		4,292		309,491		313,783
Leasing, other and overdrafts	568		287		32		—		32		887		267,111		267,998
	$	40,709	$	20,800	$	10,010	$	124,749	$	134,759	$	196,268	$	15,571,979	$	15,768,247



	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	$	6,254	$	1,622	$	383	$	38,936	$	39,319	$	47,195	$	5,971,387	$	6,018,582
Commercial - secured	6,660		2,616		959		41,589		42,548		51,824		3,881,728		3,933,552
Commercial - unsecured	898		35		152		760		912		1,845		152,089		153,934
Total Commercial - industrial, financial and agricultural	7,558		2,651		1,111		42,349		43,460		53,669		4,033,817		4,087,486
Real estate - home equity	6,596		2,678		2,543		10,611		13,154		22,428		1,602,687		1,625,115
Real estate - residential mortgage	15,600		4,744		5,224		18,431		23,655		43,999		1,557,995		1,601,994
Construction - commercial	743		—		—		435		435		1,178		643,312		644,490
Construction - commercial residential	233		51		36		8,275		8,311		8,595		133,594		142,189
Construction - other	—		—		—		1,096		1,096		1,096		55,874		56,970
Total Real estate - construction	976		51		36		9,806		9,842		10,869		832,780		843,649
Consumer - direct	1,211		541		1,563		—		1,563		3,315		93,572		96,887
Consumer - indirect	3,200		399		328		—		328		3,927		190,656		194,583
Total Consumer	4,411		940		1,891		—		1,891		7,242		284,228		291,470
Leasing, other and overdrafts	543		525		317		—		317		1,385		229,591		230,976
	$	41,938	$	13,211	$	11,505	$	120,133	$	131,638	$	186,787	$	14,512,485	$	14,699,272

The following table presents TDRs as of December 31 :



	2017		2016
	(in thousands)
Real-estate - residential mortgage	$	26,016	$	27,617
Real estate - home equity	15,558		8,594
Commercial	10,820		6,627
Real-estate - commercial mortgage	13,959		15,957
Consumer - direct	26		39
Construction - commercial residential	—		726
Total accruing TDRs	66,379		59,560
Non-accrual TDRs ⁽¹⁾	29,051		27,850
Total TDRs	$	95,430	$	87,410

(1) Included within non-accrual loans in the preceding table.

As of December 31, 2017 and 2016 , there were $ 8.6 million and $ 3.6 million , respectively, of commitments to lend additional funds to borrowers whose loans were modified under TDRs.

100

The following table presents TDRs by class segment and type of concession for loans that were modified during the years ended December 31, 2017, 2016 and 2015:



		2017			2016			2015
		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:
	Extend maturity with rate concession	—	$	—	—	$	—	2	$	127
	Extend maturity without rate concession	23	15,058		12	3,904		10	3,823
	Bankruptcy	1	490		—	—		—	—
Real estate - commercial mortgage:
	Extend maturity with rate concession	—	—		—	—		5	2,014
	Extend maturity without rate concession	9	2,899		—	—		4	639
	Bankruptcy	1	12		—	—		—	—
Real estate - home equity:
	Extend maturity with rate concession	—	—		—	—		2	36
	Extend maturity without rate concession	69	5,843		89	4,484		3	203
	Bankruptcy	28	1,813		47	2,671		52	2,501
Real estate – residential mortgage:
	Extend maturity with rate concession	2	468		—	—		4	750
	Extend maturity without rate concession	5	1,044		2	315		3	262
	Bankruptcy	3	392		6	981		7	2,508
Construction - commercial residential:
	Extend maturity without rate concession	1	1,204		—	—		1	1,535
	Bankruptcy	1	411		—	—		—	—
Consumer:
	Bankruptcy	—	—		2	23		3	18

Total		143	$	29,634	158	$	12,378	96	$	14,416

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The following table presents TDRs, by class segment, that were modified during the years ended December 31, 2017 , 2016 and 2015 and had a post-modification payment default during their respective year of modification. The Corporation defines a payment default as a single missed scheduled payment:



	2017			2016			2015
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Construction - commercial residential	1	$	1,192	—	$	—	—	$	—
Construction - other	1	411		—	—		—	—
Real estate - commercial mortgage	2	549		1	118		4	359
Real estate - residential mortgage	5	577		8	1,500		4	445
Commercial	6	1,571		7	2,523		8	3,549
Real estate - home equity	25	1,575		28	1,836		13	763
Consumer	—	—		1	19		—	—
Total	40	$	5,875	45	$	5,996	29	$	5,116



NOTE 5 – PREMISES AND EQUIPMENT

The following is a summary of premises and equipment as of December 31 :



	2017			2016
	(in thousands)
Land	$	35,560		$	36,097
Buildings and improvements	307,332			293,836
Furniture and equipment	150,876			137,282
Construction in progress	19,916			21,096
	513,684			488,311
Less: Accumulated depreciation and amortization	(290,882		)	(270,505		)
	$	222,802		$	217,806



NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

Goodwill totaled $530.6 million and non-amortizing trade name intangible assets totaled $963,000 as of both December 31, 2017 and 2016. All of the Corporation’s reporting units passed the 2017 goodwill impairment test, resulting in no goodwill impairment charges in 2017 . All reporting units, with total allocated goodwill of $530.6 million , had fair values that exceeded net book values by approximately 75% in the aggregate.

The estimated fair values of the Corporation’s reporting units are subject to uncertainty, including future changes in fair values of banks in general and future operating results of reporting units, which could differ significantly from the assumptions used in the current valuation of reporting units.

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NOTE 7 – MORTGAGE SERVICING RIGHTS

The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets:



	2017			2016
	(in thousands)
Amortized cost:
Balance at beginning of year	$	38,822		$	40,944
Originations of mortgage servicing rights	4,968			5,485
Amortization expense	(6,127		)	(7,607		)
Balance at end of year	$	37,663		$	38,822

Valuation allowance:
Balance at beginning of year	$	(1,291	)	$	—
Net deductions (additions) to the valuation allowance	1,291			(1,291		)
Balance at end of year	$	—		$	(1,291	)

Net MSRs at end of year	$	37,663		$	37,531

MSRs represent the economic value of existing contractual rights to service mortgage loans that have been sold. Accordingly, actual and expected prepayments of the underlying mortgage loans can impact the value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. Based on its fair value analysis, the Corporation determined that a valuation allowance was no longer necessary as of December 31, 2017 and reduced it by $1.3 million net additions recorded in 2016. Reductions and additions to the valuation allowance are recorded as increases and decreases, respectively, to mortgage banking income on the consolidated statements of income.

The estimated fair value of MSRs was $41.6 million and $38.2 million as of December 31, 2017 and 2016, respectively.

Total MSR amortization expense, recognized as a reduction to mortgage banking income in the consolidated statements of income, was $6.1 million and $7.6 million in 2017 and 2016, respectively. Estimated MSR amortization expense for the next five years, based on balances as of December 31, 2017 and the estimated remaining lives of the underlying loans, follows (in thousands):



Year
2018	$	6,342
2019	5,905
2020	5,423
2021	4,893
2022	4,311

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NOTE 8 – DEPOSITS

Deposits consisted of the following as of December 31 :



	2017		2016
	(in thousands)
Noninterest-bearing demand	$	4,437,294	$	4,376,137
Interest-bearing demand	4,018,107		3,703,712
Savings and money market accounts	4,586,746		4,179,773
Total demand and savings	13,042,147		12,259,622
Brokered deposits	90,473		—
Time deposits	2,664,912		2,753,242
Total Deposits	$	15,797,532	$	15,012,864

Included in time deposits were certificates of deposit equal to or greater than $100,000 of $1.2 billion as of both December 31, 2017 and 2016 . Time deposits of $250,000 or more were $373.9 million and $374.4 million as of December 31, 2017 and 2016 , respectively. The scheduled maturities of time deposits as of December 31, 2017 were as follows (in thousands):



Year
2018	$	1,085,369
2019	866,233
2020	436,690
2021	122,516
2022	76,962
Thereafter	77,142
	$	2,664,912



NOTE 9 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-term borrowings as of December 31, 2017 , 2016 and 2015 and the related maximum amounts outstanding at the end of any month in each of the three years then ended are presented below. The securities underlying the repurchase agreements remain in available for sale investment securities.



	December 31,						Maximum Outstanding
	2017		2016		2015		2017		2016		2015
	(in thousands)
Federal funds purchased	$	220,000	$	278,570	$	197,235	$	387,110	$	449,184	$	266,338
Short-term FHLB advances ⁽¹⁾	—		—		110,000		250,000		—		200,000
Customer repurchase agreements	172,017		195,734		111,496		233,274		221,989		212,509
Customer short-term promissory notes	225,507		67,013		78,932		237,298		77,887		93,176
	$	617,524	$	541,317	$	497,663

(1) Represents FHLB advances with an original maturity term of less than one year.

As of December 31, 2017 , the Corporation had aggregate availability under Federal funds lines of $1.2 billion , with $220.0 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities were pledged to the FRB of Philadelphia to provide access to FRB Discount Window borrowings. As of December 31, 2017 and 2016 , the Corporation had $617.4 million and $1.2 billion , respectively, of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

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The following table presents information related to customer repurchase agreements:



	2017			2016			2015
	(dollars in thousands)
Amount outstanding as of December 31	$	172,017		$	195,734		$	111,496
Weighted average interest rate as of December 31	0.13		%	0.10		%	0.15		%
Average amount outstanding during the year	$	188,974		$	184,978		$	161,093
Weighted average interest rate during the year	0.12		%	0.11		%	0.10		%

FHLB advances with an original maturity of one year or more and long-term debt included the following as of December 31:



	2017			2016
	(in thousands)
FHLB advances	$	652,113		$	567,240
Subordinated debt	250,000			350,000
Senior notes	125,000			—
Junior subordinated deferrable interest debentures	16,496			16,496
Unamortized discounts and issuance costs	(5,263		)	(4,333		)
	$	1,038,346		$	929,403

Excluded from the preceding table is the Parent Company’s revolving line of credit with one of its subsidiary banks. As of December 31, 2017 and 2016 , there were no amounts outstanding under this line of credit. This line of credit, with a total commitment of $75.0 million , is secured by insurance investments and equity securities and bears interest at London Interbank Offered Rate ("LIBOR") for maturities of one month plus 2.00% . The amount that the Corporation is permitted to borrow under this commitment at any given time is subject to a formula based on a percentage of the value of the collateral pledged. Although balances drawn on the line of credit and related interest income and expense are eliminated in the consolidated financial statements, this borrowing arrangement is senior to the subordinated debt and the junior subordinated deferrable interest debentures.

FHLB advances mature through March 2027 and carry a weighted average interest rate of 2.31% . As of December 31, 2017 , the Corporation had additional borrowing capacity of approximately $3.6 billion with the FHLB. Advances from the FHLB are secured by FHLB stock, qualifying residential mortgages, investments and other assets.

The following table summarizes the scheduled maturities of FHLB advances with an original maturity of one year or more and long-term debt as of December 31, 2017 (in thousands):



Year
2018	$	99,217
2019	202,275
2020	142,039
2021	199,054
2022	130,076
Thereafter	265,685
	$	1,038,346

In March 2017 , the Corporation issued $125.0 million of senior notes, with a fixed rate of 3.60% and an effective rate of 3.95% , as a result of discounts and issuance costs, which mature on March 16, 2022 . Interest is paid semi-annually in September and March . In June 2015 , the Corporation issued $150.0 million of ten -year subordinated notes, which mature on November 15, 2024 and carry a fixed rate of 4.50% and an effective rate of approximately 4.69% as a result of discounts and issuance costs. Interest is paid semi-annually in May and November . In November 2014 , the Corporation issued $100.0 million of ten -year subordinated notes, which mature on November 15, 2024 and carry a fixed rate of 4.50% and an effective rate of approximately 4.87% as a result of discounts and issuance costs. Interest is paid semi-annually in May and November .

On May 1, 2017 , $100.0 million of the Corporation's outstanding ten -year subordinated notes originally issued in May 2007 with an effective rate of approximately 5.96% , matured and were fully repaid.

During the third quarter of 2015, $150.0 million of TruPS, with a scheduled maturity of February 1, 2036 and an effective rate of approximately 6.52% , were redeemed. As a result of this transaction, the Corporation recorded a $5.6 million loss on redemption,

105

included as a component of non-interest expense. The loss on redemption consisted of $1.8 million of unamortized issuance costs and $2.5 million , net of a $1.3 million tax effect, of unamortized losses on a cash flow hedge recorded in accumulated other comprehensive income.

As of December 31, 2017, the Parent Company owned all of the common stock of three subsidiary trusts, which have issued TruPS in conjunction with the Parent Company issuing junior subordinated deferrable interest debentures to the trusts. The TruPS are redeemable on specified dates, or earlier if certain events arise.

The following table provides details of the debentures as of December 31, 2017 (dollars in thousands):



Debentures Issued to	Fixed/ Variable	Interest Rate		Amount		Maturity	Callable	Call Price
Columbia Bancorp Statutory Trust	Variable	3.99	%	$	6,186	06/30/34	03/31/18	100.0
Columbia Bancorp Statutory Trust II	Variable	3.48	%	4,124		03/15/35	03/31/18	100.0
Columbia Bancorp Statutory Trust III	Variable	3.36	%	6,186		06/15/35	03/31/18	100.0
				$	16,496

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NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS

The following table presents the notional amounts and fair values of derivative financial instruments as of December 31 :



	2017					2016
	Notional Amount		Asset (Liability) Fair Value			Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	129,469	$	1,059		$	87,119	$	863
Negative fair values	8,957		(59		)	18,239		(227		)
Net interest rate locks with customers			1,000					636
Forward Commitments
Positive fair values	3,856		34			70,031		2,223
Negative fair values	100,808		(213		)	19,964		(112		)
Net forward commitments			(179		)			2,111
Interest Rate Swaps with Customers
Positive fair values	1,316,548		24,505			876,744		24,397
Negative fair values	716,634		(18,978		)	583,060		(16,998		)
Net interest rate swaps with customers			5,527					7,399
Interest Rate Swaps with Dealer Counterparties
Positive fair values ^{(1) (3)}	716,634		18,941			583,060		16,998
Negative fair values ^{(2) (3)}	1,316,548		(19,764		)	876,744		(24,397		)
Net interest rate swaps with dealer counterparties			(823		)			(7,399		)
Foreign Exchange Contracts with Customers
Positive fair values	4,852		276			11,674		504
Negative fair values	5,914		(119		)	4,659		(221		)
Net foreign exchange contracts with customers			157					283
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	7,960		184			7,040		241
Negative fair values	6,048		(255		)	12,869		(447		)
Net foreign exchange contracts with correspondent banks			(71		)			(206		)
Net derivative fair value asset			$	5,611				$	2,824

(1) Includes centrally cleared interest rate swaps with a notional amount of $24.4 million and a fair value of $0 as of December 31, 2017 .

(2) Includes centrally cleared interest rate swaps with a notional amount of $377.1 million and a fair value of $0 as of December 31, 2017 .

(3) The variation margin posted as collateral on centrally cleared interest rate swaps, which represents the fair value of such swaps, is legally characterized as settlements of the outstanding derivative contracts instead of cash collateral. Accordingly, the fair values of centrally cleared interest rate swaps were offset by variation margins totaling $4.6 million as of December 31, 2017, reducing the fair value of such swaps to $0 . There were no centrally cleared interest rate swaps as of December 31, 2016.

The following table presents the fair value gains and losses on derivative financial instruments for the years ended December 31:



	2017			2016			2015			Statement of Income Classification
	(in thousands)
Interest rate locks with customers	$	364		$	(639	)	$	(110	)	Mortgage banking income
Forward commitments	(2,290		)	1,930			1,345			Mortgage banking income
Interest rate swaps with customers ⁽¹⁾	(1,872		)	(25,461		)	13,342			Other non-interest expense
Interest rate swaps with counterparties ⁽¹⁾	6,576			25,461			(13,342		)	Other non-interest expense
Foreign exchange contracts with customers	(126		)	353			(439		)	Other service charges and fees
Foreign exchange contracts with correspondent banks	135			(487		)	711			Other service charges and fees
Net fair value gains on derivative financial instruments	$	2,787		$	1,157		$	1,507

(1) Not included is the $4.6 million expense related to the variation margin settlement.

107

The Corporation has elected to record mortgage loans held for sale at fair value. The following table presents a summary of mortgage loans held for sale and the impact of the fair value election on the consolidated financial statements as of and for the years ended December 31, 2017 and 2016 :



	Cost (1)		Fair Value		Balance Sheet Classification	Fair Value Gain (Loss)			Statement of Income Classification
	(in thousands)
December 31, 2017:
Mortgage loans held for sale	$	31,069	$	31,530	Loans held for sale	$	472		Mortgage banking income
December 31, 2016:
Mortgage loans held for sale	28,708		28,697		Loans held for sale	(313		)	Mortgage banking income


(1)	Cost basis of mortgage loans held for sale represents the unpaid principal balance.

The fair values of interest rate swap agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets as they are subject to master netting arrangements or similar agreements. The Corporation elects to not offset assets and liabilities subject to such arrangements on the consolidated financial statements. The following table presents the financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets as of December 31:



	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)
2017
Interest rate swap derivative assets	$	43,446	$	(16,844	)	$	—		$	26,602
Foreign exchange derivative assets with correspondent banks	184		(184		)	—			—
Total	$	43,630	$	(17,028	)	$	—		$	26,602

Interest rate swap derivative liabilities	$	38,742	$	(16,844	)	$	(6,588	)	$	15,310
Foreign exchange derivative liabilities with correspondent banks	255		(184		)	—			71
Total	$	38,997	$	(17,028	)	$	(6,588	)	$	15,381

2016
Interest rate swap derivative assets	$	41,395	$	(15,117	)	$	—		$	26,278
Foreign exchange derivative assets with correspondent banks	241		(241		)	—			—
Total	$	41,636	$	(15,358	)	$	—		$	26,278

Interest rate swap derivative liabilities	$	41,395	$	(15,117	)	$	(4,010	)	$	22,268
Foreign exchange derivative liabilities with correspondent banks	447		(241		)	(206		)	—
Total	$	41,842	$	(15,358	)	$	(4,216	)	$	22,268


(1)	For interest rate swap assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For interest rate swap liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2)

Amounts represent cash collateral (posted by the Corporation) or received from the counterparty on interest rate swap transactions and foreign exchange contracts with financial institution counterparties. Interest rate swaps with customers are collateralized by the same collateral securing the underlying loans to those borrowers. Cash and securities collateral amounts are included in the table only to the extent of the net derivative fair values.

108



NOTE 11 – REGULATORY MATTERS

Regulatory Capital Requirements

The Corporation’s subsidiary banks are subject to regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the subsidiary banks must meet specific capital guidelines that involve quantitative measures of the subsidiary banks’ assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The subsidiary banks’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

U.S. Basel III Capital Rules

In July 2013, the Federal Reserve Board approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions.

The minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and become fully phased in on January 1, 2019. When fully phased in, the U.S. Basel III Capital Rules will require the Corporation and its bank subsidiaries to:


•	Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital of 6.00% of risk-weighted assets;


•	Continue to require a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 leverage capital ratio of 4.00% of average assets;


•	Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and


•	Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size.

The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expand the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures, resulting in higher risk weights for a variety of asset categories.

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements. The required minimum capital conservation buffer began to be phased in incrementally, starting at 0.625%, on January 1, 2016, and increasing to 1.25% on January 1, 2017, and will continue to increase to 1.875% on January 1, 2018 and 2.50% on January 1, 2019. The rules provide that the failure to maintain the "capital conservation buffer" will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As a result, under the U.S. Basel III Capital Rules, if any of the Corporation's bank subsidiaries fails to maintain the required minimum capital conservation buffer, the Corporation will be subject to limits, and possibly prohibitions, on its ability to obtain capital distributions from such subsidiaries. If the Corporation does not receive sufficient cash dividends from its bank subsidiaries, it may not have sufficient funds to pay dividends on its capital stock, service its debt obligations or repurchase its common stock. In addition, the restrictions on payments of discretionary cash bonuses to executive officers may make it more difficult for the Corporation to retain key personnel.

As of December 31, 2017 , the Corporation's capital levels meet the fully phased-in minimum capital requirements, including the new capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.

As of December 31, 2017 and 2016 , each of the Corporation’s subsidiary banks was well capitalized under the regulatory framework for prompt corrective action based on their capital ratio calculations. To be categorized as well capitalized, these banks must maintain minimum total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the following table. There are no conditions or events since December 31, 2017 that management believes have changed the institutions’ categories.

109

The following table presents the Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage requirements for the Corporation and its four significant subsidiaries with total assets in excess of $1 billion , as of December 31, 2017 , under the U.S. Basel III Capital Rules:



	2017
	Actual				For Capital Adequacy Purposes				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Total Capital (to Risk-Weighted Assets):
Corporation	$	2,179,147	13.0	%	$	1,338,560	8.0	%	N/A		N/A
Fulton Bank, N.A.	1,234,536		12.3		805,125		8.0		$	1,006,406	10.0	%
Fulton Bank of New Jersey	385,858		12.4		248,640		8.0		310,801		10.0
The Columbia Bank	234,647		12.2		153,441		8.0		191,801		10.0
Lafayette Ambassador Bank	173,097		14.6		94,720		8.0		118,400		10.0
Tier I Capital (to Risk-Weighted Assets):
Corporation	$	1,737,060	10.4	%	$	1,003,920	6.0	%	N/A		N/A
Fulton Bank, N.A	1,142,230		11.3		603,843		6.0		$	805,125	8.0	%
Fulton Bank of New Jersey	346,867		11.2		186,480		6.0		248,640		8.0
The Columbia Bank	215,651		11.2		115,081		6.0		153,441		8.0
Lafayette Ambassador Bank	162,292		13.7		71,040		6.0		94,720		8.0
Common Equity Tier I Capital (to Risk-weighted Assets):
Corporation	$	1,737,060	10.4	%	$	752,940	4.5	%	N/A		N/A
Fulton Bank, N.A	1,098,230		10.9		452,883		4.5		$	654,164	6.5	%
Fulton Bank of New Jersey	346,867		11.2		139,860		4.5		202,020		6.5
The Columbia Bank	215,651		11.2		86,310		4.5		124,671		6.5
Lafayette Ambassador Bank	162,292		13.7		53,280		4.5		76,960		6.5
Tier I Capital (to Average Assets):
Corporation	$	1,737,060	8.9	%	$	778,451	4.0	%	N/A		N/A
Fulton Bank, N.A	1,142,230		10.0		458,016		4.0		$	572,520	5.0	%
Fulton Bank of New Jersey	346,867		8.8		158,027		4.0		197,534		5.0
The Columbia Bank	215,651		9.3		92,797		4.0		115,996		5.0
Lafayette Ambassador Bank	162,292		10.1		64,191		4.0		80,239		5.0

N/A – Not applicable as "well capitalized" applies to banks only.

110

The following table presents the Total risk-based, Tier I risk-based, Common Equity Tier 1 risk-based and Tier I leverage requirements as of December 31, 2016 , under U.S. Basel III Capital Rules:



	2016
	Actual				For Capital Adequacy Purposes				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Total Capital (to Risk-Weighted Assets):
Corporation	$	2,074,526	13.2	%	$	1,255,292	8.0	%	N/A		N/A
Fulton Bank, N.A.	1,142,326		12.2		747,359		8.0		$	934,199	10.0	%
Fulton Bank of New Jersey	385,807		13.1		234,782		8.0		293,427		10.0
The Columbia Bank	203,890		12.2		133,836		8.0		167,294		10.0
Lafayette Ambassador Bank	175,254		14.6		96,100		8.0		120,125		10.0
Tier I Capital (to Risk-Weighted Assets):
Corporation	$	1,637,150	10.4	%	$	941,469	6.0	%	N/A		N/A
Fulton Bank, N.A	1,050,175		11.2		560,519		6.0		$	747,359	8.0	%
Fulton Bank of New Jersey	348,992		11.9		176,086		6.0		234,782		8.0
The Columbia Bank	185,983		11.1		100,377		6.0		133,836		8.0
Lafayette Ambassador Bank	166,186		13.8		72,075		6.0		96,100		8.0
Common Equity Tier I Capital (to Risk-weighted Assets):
Corporation	$	1,637,150	10.4	%	$	706,102	4.5	%	N/A		N/A
Fulton Bank, N.A	1,006,175		10.8		420,389		4.5		$	607,229	6.5	%
Fulton Bank of New Jersey	348,992		11.9		132,065		4.5		190,760		6.5
The Columbia Bank	185,983		11.1		72,282		4.5		108,741		6.5
Lafayette Ambassador Bank	166,186		13.8		54,056		4.5		78,081		6.5
Tier I Capital (to Average Assets):
Corporation	$	1,637,150	9.0	%	$	727,745	4.0	%	N/A		N/A
Fulton Bank, N.A	1,050,175		10.1		415,981		4.0		$	519,977	5.0	%
Fulton Bank of New Jersey	348,992		9.4		148,472		4.0		185,590		5.0
The Columbia Bank	185,983		8.6		86,310		4.0		107,888		5.0
Lafayette Ambassador Bank	166,186		10.9		61,129		4.0		76,412		5.0

N/A – Not applicable as "well capitalized" applies to banks only.

Dividend and Loan Limitations

The dividends that may be paid by subsidiary banks to the Parent Company are subject to certain legal and regulatory limitations. Dividend limitations vary, depending on the subsidiary bank’s charter and primary regulator and whether or not it is a member of the Federal Reserve System. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels. Additionally, limits may exist on paying dividends in excess of net income for specified periods. The total amount available for payment of dividends by subsidiary banks was approximately $283 million as of December 31, 2017 , based on the subsidiary banks maintaining enough capital to be considered well capitalized under the U.S. Basel III Capital Rules.

Under current Federal Reserve regulations, the subsidiary banks are limited in the amount they may loan to their affiliates, including the Parent Company. Loans to a single affiliate may not exceed 10% , and the aggregate of loans to all affiliates may not exceed 20% of each bank subsidiary’s regulatory capital.

111



NOTE 12 – INCOME TAXES

On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 ("Tax Act"), which among other things, lowered the U.S. corporate income tax rate from a top rate of 35% to a flat rate of 21%. The reduction of the U.S. corporate income tax rate required the Corporation to re-measure its deferred tax assets and liabilities utilizing the lower tax rate as of December 22, 2017. As of December 31, 2017, the Corporation had not completed its accounting for the tax effects of the Tax Act; however, the Corporation was able to reasonably estimate the effects of the re-measurement of its deferred tax balances and recorded a charge of $15.6 million to income tax expense.

The components of the provision for income taxes are as follows:



	2017		2016		2015
	(in thousands)
Current tax expense:
Federal	$	19,553	$	33,872	$	34,455
State	2,617		1,698		2,042
	22,170		35,570		36,497
Deferred tax expense:
Federal	39,885		7,968		12,752
State	646		3,086		672
	40,531		11,054		13,424
Income tax expense	$	62,701	$	46,624	$	49,921

The differences between the effective income tax rate and the federal statutory income tax rate are as follows:



	2017		2016		2015
Statutory tax rate	35.0	%	35.0	%	35.0	%
Tax credit investments	(7.8	)	(7.0	)	(5.2	)
Tax-exempt income	(6.6	)	(6.5	)	(6.0	)
State income taxes, net of federal benefit	(0.5	)	1.2		1.9
Bank owned life insurance	(0.4	)	(0.6	)	(0.6	)
Re-measurement of net deferred tax asset due to the Tax Act	6.7		—		—
Change in valuation allowance	1.2		0.3		(0.9	)
Executive compensation	0.1		0.1		0.1
Other, net	(1.0	)	(0.1	)	0.7
Effective income tax rate	26.7	%	22.4	%	25.0	%

112

The net deferred tax asset recorded by the Corporation is included in other assets and consists of the following tax effects of temporary differences as of December 31 :



	2017			2016
	(in thousands)
Deferred tax assets:
Allowance for credit losses	$	40,554		$	62,726
State loss carryforwards	11,855			9,820
Deferred compensation	7,663			12,017
Postretirement and defined benefit plans	7,274			12,659
Other accrued expenses	6,977			9,520
Unrealized holding losses on securities available for sale	5,830			12,260
Other-than-temporary impairment of investments	2,045			5,187
Other	6,742			8,500
Total gross deferred tax assets	88,940			132,689
Deferred tax liabilities:
Direct leasing	21,917			27,663
Mortgage servicing rights	8,204			13,369
Acquisition premiums/discounts	6,030			9,167
Premises and equipment	3,099			5,625
Intangible assets	1,155			1,810
Other	10,420			12,530
Total gross deferred tax liabilities	50,825			70,164
Net deferred tax asset, before valuation allowance	38,115			62,525
Valuation allowance	(11,855		)	(8,950		)
Net deferred tax asset	$	26,260		$	53,575

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and/or capital gain income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies, such as those that may be implemented to generate capital gains, in making this assessment.

The valuation allowance relates to state deferred tax assets and net operating loss carryforwards for which realizability is uncertain. As of December 31, 2017 and 2016 , the Corporation had state net operating loss carryforwards of approximately $369 million and $391 million , respectively, which are available to offset future state taxable income, and expire at various dates through 2037 .

The Corporation has $2.0 million of deferred tax assets resulting from unrealized other-than-temporary impairment losses on investment securities, which would be characterized as capital losses for tax purposes. If realized, the income tax benefits of these potential capital losses can only be recognized for tax purposes to the extent of capital gains generated during carryback and carryforward periods. The Corporation currently believes that it has the ability to generate sufficient offsetting capital gains in future periods through the execution of certain tax planning strategies, which may include the sale and leaseback of some or all of its branch and office properties. As such, no valuation allowance for the deferred tax assets related to the realized or unrealized capital losses is considered to be necessary as of December 31, 2017 .

Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Corporation will realize the benefits of its deferred tax assets, net of the valuation allowance, as of December 31, 2017 .

113

Uncertain Tax Positions

The following summarizes the changes in unrecognized tax benefits for the years ended December 31 :



	2017			2016			2015
	(in thousands)
Balance at beginning of year	$	2,438		$	2,373		$	1,944
Current period tax positions	523			456			492
Lapse of statute of limitations	(411		)	(391		)	(63		)
Balance at end of year	$	2,550		$	2,438		$	2,373

As of December 31, 2017 , if recognized, all of the Corporation’s unrecognized tax benefits would impact the effective tax rate. Not included in the table above is $540,000 of federal income tax benefit on unrecognized state tax benefits which, if recognized, would also impact the effective tax rate. Interest accrued related to unrecognized tax benefits is recorded as a component of income tax expense. Penalties, if incurred, would also be recognized in income tax expense. The Corporation recognized approximately $42,000 and $43,000 in 2017 and 2016 , respectively, for interest and penalties in income tax expense related to unrecognized tax positions. As of December 31, 2017 and 2016 , total accrued interest and penalties related to unrecognized tax positions were approximately $616,000 and $574,000 , respectively.

The Corporation and its subsidiaries file income tax returns in the federal and various state jurisdictions. In most cases, unrecognized tax benefits are related to tax years that remain subject to examination by the relevant taxing authorities. With few exceptions, the Corporation is no longer subject to federal, state and local examinations by tax authorities for years before 2014 .



NOTE 13 – EMPLOYEE BENEFIT PLANS

The following summarizes the Corporation’s expense under its retirement plans for the years ended December 31 :



	2017		2016		2015
	(in thousands)
401(k) Retirement Plan	$	8,121	$	7,418	$	6,423
Pension Plan	4,168		4,310		4,102
	$	12,289	$	11,728	$	10,525

The 401(k) Retirement Plan is a defined contribution plan under which eligible employees may defer a portion of their pre-tax covered compensation on an annual basis, with employer matches of up to 5% of employee compensation. Employee and employer contributions under these features are 100% vested. Prior to January 1, 2015, this plan also included a profit sharing component whereby additional employer contributions not to exceed 5% of each eligible employee’s covered compensation, were provided for certain employees.

Contributions to the Defined Benefit Pension Plan ("Pension Plan") are actuarially determined and funded annually, if necessary. The Corporation recognizes the funded status of its Pension Plan on the consolidated balance sheets and recognizes the changes in that funded status through other comprehensive income. The Pension Plan has been curtailed, with no additional benefits accruing to participants.

114

Pension Plan

The net periodic pension cost for the Pension Plan, as determined by consulting actuaries, consisted of the following components for the years ended December 31 :



	2017			2016			2015
	(in thousands)
Service cost ⁽¹⁾	$	—		$	688		$	579
Interest cost	3,320			3,520			3,405
Expected return on assets	(1,804		)	(2,318		)	(3,009		)
Net amortization and deferral	2,652			2,420			3,127
Net periodic pension cost	$	4,168		$	4,310		$	4,102


(1)	The Pension Plan was curtailed effective January 1, 2008. Pension plan service cost for all years presented was related to administrative costs associated with the plan and not due to the accrual of additional participant benefits. Beginning January 1, 2017 the administrative costs were netted with the expected return on assets.

The following table summarizes the changes in the projected benefit obligation and fair value of plan assets for the plan years ended December 31 :



	2017			2016
	(in thousands)
Projected benefit obligation at beginning of year	$	85,363		$	84,736
Service cost ⁽¹⁾	—			688
Interest cost	3,320			3,520
Benefit payments	(3,751		)	(5,172		)
Change in assumptions	5,008			1,635
Experience gain	(458		)	(44		)
Projected benefit obligation at end of year	$	89,482		$	85,363

Fair value of plan assets at beginning of year	$	48,684		$	46,971
Employer contributions ⁽²⁾	3,816			5,169
Actual return on plan assets	5,312			1,716
Benefit payments	(3,751		)	(5,172		)
Fair value of plan assets at end of year	$	54,061		$	48,684

(1) The Pension Plan was curtailed effective January 1, 2008. Pension plan service cost for all years presented was related to administrative costs associated with the plan and not due to the accrual of additional participant benefits. Beginning January 1, 2017 the administrative costs were netted with the expected return on assets.


(2)	The Corporation funds at least the minimum amount required by federal law and regulations. The Corporation contributed $3.8 million and $5.2 million to the Pension Plan during 2017 and 2016 , respectively.

The following table presents the funded status of the Pension Plan, included in other liabilities on the consolidated balance sheets, as of December 31 :



	2017			2016
	(in thousands)
Projected benefit obligation	$	(89,482	)	$	(85,363	)
Fair value of plan assets	54,061			48,684
Funded status	$	(35,421	)	$	(36,679	)

115

The following table summarizes the changes in the unrecognized net loss included as a component of accumulated other comprehensive loss:



	Unrecognized Net Loss
	Before tax			Net of tax
	(in thousands)
Balance as of December 31, 2015	$	30,396		$	19,758
Recognized as a component of 2016 periodic pension cost	(2,420		)	(1,573		)
Unrecognized gains arising in 2016	2,193			1,425
Balance as of December 31, 2016	30,169			19,610
Recognized as a component of 2017 periodic pension cost	(2,652		)	(1,724		)
Unrecognized losses arising in 2017	1,042			678
Balance as of December 31, 2017	$	28,559		$	18,564

The total amount of unrecognized net loss that will be amortized as a component of net periodic pension cost in 2018 is expected to be $2.8 million .

The following rates were used to calculate net periodic pension cost and the present value of benefit obligations as of December 31 :



	2017		2016		2015
Discount rate-projected benefit obligation	3.50	%	4.00	%	4.25	%
Expected long-term rate of return on plan assets	5.00	%	5.00	%	6.00	%

The discount rates used were determined using the Citigroup Average Life discount rate table, as adjusted based on the Pension Plan's expected benefit payments and rounded to the nearest 0.25% .

The 5.00% long-term rate of return on plan assets used to calculate the net periodic pension cost was based on historical returns, adjusted for expectations of long-term asset returns based on the December 31, 2017 weighted average asset allocations. The expected long-term return is considered to be appropriate based on the asset mix and the historical returns realized.

The following table presents a summary of the fair values of the Pension Plan’s assets as of December 31 :



	2017				2016
	Estimated Fair Value		% of Total Assets		Estimated Fair Value		% of Total Assets
	(dollars in thousands)
Equity mutual funds	$	19,219			$	12,689
Equity common trust funds	9,612				7,936
Equity securities	28,831		53.3	%	20,625		42.4	%
Cash and money market funds	5,675				7,149
Fixed income mutual funds	11,136				10,540
Corporate debt securities	2,999				3,252
U.S. Government agency securities	249				496
Fixed income securities and cash	20,059		37.1	%	21,437		44.0	%
Other alternative investment funds	5,171		9.6	%	6,622		13.6	%
	$	54,061	100.0	%	$	48,684	100.0	%

Investment allocation decisions are made by a retirement plan committee. The goal of the investment allocation strategy is to match certain benefit obligations with maturities of fixed income securities. Pension Plan assets are invested with a balanced objective, with target asset allocations of approximately 50% in equities, 40% in fixed income securities and cash and 10% in alternative investments. Alternative investments may include managed futures, commodities, real estate investment trusts, master limited partnerships, and long-short strategies with traditional stocks and bonds. All alternative investments are in the form of mutual funds, not individual contracts, to enable daily liquidity.

116

The fair values for all assets held by the Pension Plan, excluding equity common trust funds, are based on quoted prices for identical instruments and would be categorized as Level 1 assets under FASB ASC Topic 810. Equity common trust funds would be categorized as Level 2 assets under FASB ASC Topic 810.

Estimated future benefit payments are as follows (in thousands):



Year
2018	$	3,773
2019	3,858
2020	4,220
2021	4,424
2022	4,530
2023 – 2027	24,571
	$	45,376

Postretirement Benefits

The Corporation provides medical benefits and life insurance benefits under a postretirement benefits plan ("Postretirement Plan") to certain retired full-time employees who were employees of the Corporation prior to January 1, 1998 . Prior to February 1, 2014, certain full-time employees became eligible for these discretionary benefits if they reached retirement age while working for the Corporation. The Corporation recognizes the funded status of the postretirement plan on the consolidated balance sheets and recognizes the changes in that funded status through other comprehensive income.

In 2015, the Corporation amended the postretirement plan to eliminate a death benefit provision and to fix the cost of health insurance premiums paid for by each participant. This amendment resulted in a $2.5 million decrease in the postretirement benefit obligation that will be amortized to income over the estimated average remaining life of plan participants, or approximately 14 years.

The components of the net (benefit) expense for postretirement benefits other than pensions are as follows:



	2017			2016			2015
	(in thousands)
Interest cost	$	68		$	85		$	206
Net amortization and deferral	(565		)	(551		)	(258		)
Net postretirement benefit	$	(497	)	$	(466	)	$	(52	)

The following table summarizes the changes in the accumulated postretirement benefit obligation and fair value of plan assets for the years ended December 31 :



	2017			2016
	(in thousands)
Accumulated postretirement benefit obligation at beginning of year	$	1,926		$	2,875
Interest cost	68			85
Benefit payments	(216		)	(282		)
Experience gain	(104		)	(732		)
Change in assumptions	26			(20		)
Accumulated postretirement benefit obligation at end of year	$	1,700		$	1,926

Fair value of plan assets at beginning of year	$	3		$	15
Employer contributions	213			270
Benefit payments	(216		)	(282		)
Fair value of plan assets at end of year	$	—		$	3

117

The following table presents the funded status of the Postretirement Plan, included in other liabilities on the consolidated balance sheets as of December 31 :



	2017			2016
	(in thousands)
Accumulated postretirement benefit obligation	$	(1,700	)	$	(1,926	)
Fair value of plan assets	—			3
Funded status	$	(1,700	)	$	(1,923	)

The following table summarizes the changes in items recognized as a component of accumulated other comprehensive loss:



	Before tax
	Unrecognized Prior Service Cost			Unrecognized Net Loss (Gain)			Total			Net of tax
	(in thousands)
Balance as of December 31, 2015	$	(5,334	)	$	(508	)	$	(5,842	)	$	(3,798	)
Recognized as a component of 2016 postretirement benefit cost	465			86			551			358
Unrecognized gains arising in 2016	—			(761		)	(761		)	(495		)
Balance as of December 31, 2016	(4,869		)	(1,183		)	(6,052		)	(3,935		)
Recognized as a component of 2017 postretirement benefit cost	465			101			566			368
Unrecognized gains arising in 2017	—			(77		)	(77		)	(50		)
Balance as of December 31, 2017	$	(4,404	)	$	(1,159	)	$	(5,563	)	$	(3,617	)

The following rates were used to calculate net periodic postretirement benefit cost and the present value of benefit obligations as of December 31 :



	2017		2016		2015
Discount rate-projected benefit obligation	3.50	%	4.25	%	4.25	%
Expected long-term rate of return on plan assets	3.00	%	3.00	%	3.00	%

The discount rates used to calculate the accumulated postretirement benefit obligation were determined using the Citigroup Average Life discount rate table, as adjusted based on the Postretirement Plan's expected benefit payments and rounded to the nearest 0.25% .

Estimated future benefit payments under the Postretirement Plan are as follows (in thousands):



Year
2018	$	196
2019	184
2020	171
2021	159
2022	147
2023 – 2027	574
	$	1,431

118



NOTE 14 – SHAREHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the years ended December 31 :



	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
2017:
Unrealized gain on securities	$	16,051		$	(5,619	)	$	10,432
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(9,071		)	3,177			(5,894		)
Non-credit related unrealized loss on other-than-temporarily impaired debt securities	285			(100		)	185
Unrecognized pension and postretirement cost	(937		)	328			(609		)
Amortization of net unrecognized pension and postretirement income ⁽²⁾	2,092			(731		)	1,361
Total Other Comprehensive Income	$	8,420		$	(2,945	)	$	5,475
2016:
Unrealized loss on securities	$	(22,907	)	$	8,016		$	(14,891	)
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(2,550		)	893			(1,657		)
Non-credit related unrealized loss on other-than-temporarily impaired debt securities	(285		)	100			(185		)
Amortization of unrealized loss on derivative financial instruments ⁽³⁾	25			(9		)	16
Unrecognized pension and postretirement cost	(1,432		)	501			(931		)
Amortization of net unrecognized pension and postretirement income ⁽²⁾	1,869			(653		)	1,216
Total Other Comprehensive Loss	$	(25,280	)	$	8,848		$	(16,432	)
2015:
Unrealized loss on securities	$	(11,872	)	$	4,155		$	(7,717	)
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(9,066		)	3,174			(5,892		)
Reclassification adjustment for loss on derivative financial instruments included in net income ⁽²⁾	3,778			(1,322		)	2,456
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	368			(129		)	239
Amortization of unrealized loss on derivative financial instruments ⁽³⁾	115			(40		)	75
Unrecognized pension and postretirement income	7,200			(2,520		)	4,680
Amortization of net unrecognized pension and postretirement income ⁽²⁾	2,869			(1,005		)	1,864
Total Other Comprehensive Loss	$	(6,608	)	$	2,313		$	(4,295	)


(1)	Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See "Note 3 - Investment Securities," for additional details.


(2)	Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.


(3)	Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included in "Interest Expense" on the consolidated statements of income.

119

The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31 :



	Unrealized Gain (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 (Cost)			Total
	(in thousands)
Balance as of December 31, 2014	$	5,980		$	1,349		$	(2,546	)	$	(22,505	)	$	(17,722	)
Other comprehensive income (loss) before reclassifications	(7,717		)	239			—			4,680			(2,798		)
Amounts reclassified from accumulated other comprehensive income (loss)	(4,762		)	(1,130		)	75			1,864			(3,953		)
Reclassification adjustment for loss on derivative financial instruments	—			—			2,456			—			2,456
Balance as of December 31, 2015	(6,499		)	458			(15		)	(15,961		)	(22,017		)
Other comprehensive loss before reclassifications	(14,891		)	(185		)	—			(931		)	(16,007		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1,657		)	—			15			1,217			(425		)
Balance as of December 31, 2016	(23,047		)	273			—			(15,675		)	(38,449		)
Other comprehensive income before reclassifications	10,432			185			—			(609		)	10,008
Amounts reclassified from accumulated other comprehensive income (loss)	(5,894		)	—			—			1,361			(4,533		)
Balance as of December 31, 2017	$	(18,509	)	$	458		$	—		$	(14,923	)	$	(32,974	)

Common Stock Repurchase Plans

In November 2017 , the Corporation's board of directors approved an extension to a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2018 . Repurchased shares will be added to treasury stock, at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. The share repurchase program may be discontinued at any time. As of December 31, 2017, 1.5 million shares had been repurchased under this program for a total cost of $18.5 million , or $12.48 per share. Up to an additional $31.5 million of the Corporation's common stock may be repurchased under this program through December 31, 2018.

In April 2015 , the Corporation announced that its board of directors had approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2015 . During 2015, the Corporation repurchased approximately 4.0 million shares under this program for a total cost of $50.0 million , or $12.57 per share, completing this program.

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NOTE 15 – STOCK-BASED COMPENSATION PLANS

The following table presents compensation expense and related tax benefits for all equity awards recognized in the consolidated statements of income:



	2017			2016			2015
	(in thousands)
Compensation expense	$	5,209		$	6,556		$	5,938
Tax benefit	(3,994		)	(2,679		)	(2,011		)
Stock-based compensation, net of tax	$	1,215		$	3,877		$	3,927

The tax benefits as a percentage of compensation expense, as shown in the preceding table, were 76.7% , 40.9% and 33.9% in 2017 , 2016 and 2015 , respectively. These percentages differ from the Corporation’s 35% statutory federal tax rate. Tax benefits are only recognized over the vesting period for awards that ordinarily will generate a tax deduction when exercised, in the case of non-qualified stock options, or upon vesting, in the case of restricted stock, RSUs and PSUs. Tax benefits less than the 35% statutory federal tax rate resulted from incentive stock options, for which a tax benefit is not recognized during the vesting period. Tax benefits in excess of the 35% statutory federal tax rate resulted from incentive stock option exercises that triggered a tax deduction when they were exercised, and excess tax benefits realized on vesting RSUs and PSUs during the period.

The following table presents compensation expense and related tax benefits for restricted stock awards, RSUs and PSUs recognized in the consolidated statements of income, and included as a component of total stock-based compensation in the preceding table:



	2017			2016			2015
	(in thousands)
Compensation expense	$	4,922		$	6,165		$	4,646
Tax benefit	(1,559		)	(2,158		)	(1,626		)
Restricted stock compensation, net of tax	$	3,363		$	4,007		$	3,020

The following table provides information about stock option activity for the year ended December 31, 2017 :



	Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2016	1,330,183		$	10.98
Exercised	(411,292	)	11.45
Forfeited	(14,574	)	10.64
Expired	(26,115	)	13.97
Outstanding as of December 31, 2017	878,202		$	10.66	4.1 years	$	6.4
Exercisable as of December 31, 2017	878,202		$	10.66	4.1 years	$	6.4

The following table provides information about nonvested stock options, restricted stock, RSUs and PSUs granted under the Employee Equity Plan and Directors' Plan for the year ended December 31, 2017 :



	Nonvested Stock Options				Restricted Stock/RSUs/PSUs
	Options		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2016	82,447		$	3.14	1,525,715		$	12.74
Granted	—		—		501,664		15.85
Vested	(81,847	)	3.14		(603,308	)	12.51
Forfeited	(600	)	3.14		(117,134	)	14.15
Nonvested as of December 31, 2017	—		$	—	1,306,937		$	13.91

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The vested and forfeited stock option shown in the table above were granted in 2014. There were no stock options granted in 2017, 2016, or 2015. The fair value of stock options granted in 2014 was estimated on the grant date using the Black-Scholes valuation methodology.

As of December 31, 2017 , there was $7.4 million of total unrecognized compensation cost (pre-tax) related to restricted stock, RSUs and PSUs that will be recognized as compensation expense over a weighted average period of two years. As of December 31, 2017 , the Employee Equity Plan had 11.1 million shares reserved for future grants through 2023 , and the Directors’ Plan had 360,000 shares reserved for future grants through 2021 .

The following table presents information about stock options exercised:



	2017		2016		2015
	(dollars in thousands)
Number of options exercised	411,292		920,924		490,151
Total intrinsic value of options exercised	$	2,955	$	4,619	$	1,442
Cash received from options exercised	$	4,644	$	10,240	$	4,936
Tax deduction realized from options exercised	$	2,825	$	4,328	$	1,389

Upon exercise, the Corporation issues shares from its authorized, but unissued, common stock to satisfy the options.

The fair value of certain PSUs with market-based performance conditions granted under the Employee Equity Plan was estimated on the grant date using the Monte Carlo valuation methodology performed by a third-party valuation expert. This valuation is dependent upon certain assumptions, as summarized in the following table:



	2017		2016		2015
Risk-free interest rate	1.43	%	0.92	%	0.86	%
Volatility of Corporation’s stock	22.45	%	20.75	%	20.08	%
Expected life of PSUs	3 Years		3 Years		3 Years

The expected life of the PSUs with fair values measured using the Monte Carlo valuation methodology was based on the defined performance period of three years . Volatility of the Corporation’s stock was based on historical volatility for the period commensurate with the expected life of the PSUs. The risk-free interest rate is the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the date of the grant. Based on the assumptions above, the Corporation calculated an estimated fair value per PSU with market-based performance conditions granted in 2017, 2016 and 2015 of $17.25 , $11.23 and $10.66 , respectively.

Under the ESPP, eligible employees can purchase stock of the Corporation at 85% of the fair market value of the stock on the date of purchase. The ESPP is considered to be a compensatory plan and, as such, compensation expense is recognized for the 15% discount on shares purchased. The following table summarizes activity under the ESPP:



	2017		2016		2015
ESPP shares purchased	98,000		109,665		121,890
Average purchase price per share (85% of market value)	$	15.28	$	12.37	$	10.86
Compensation expense recognized (in thousands)	$	261	$	240	$	234

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NOTE 16 – LEASES

Certain branch offices and equipment are leased under agreements that expire at varying dates through 2036 . Most leases contain renewal provisions at the Corporation’s option. Total rental expense was approximately $18.7 million in 2017 , $18.4 million in 2016 and $18.1 million in 2015 .

Future minimum payments as of December 31, 2017 under non-cancelable operating leases with initial terms exceeding one year are as follows (in thousands):



Year
2018	$	17,417
2019	15,730
2020	14,592
2021	12,988
2022	10,763
Thereafter	45,905
	$	117,395



NOTE 17 – COMMITMENTS AND CONTINGENCIES

Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, equipment and income producing commercial properties.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for customers. The credit risk involved in issuing letters of credit is similar to that involved in extending loan facilities. These obligations are underwritten consistently with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The Corporation records a reserve for unfunded commitments, included in other liabilities on the consolidated balance sheets, which represents management’s estimate of losses inherent in commitments to extend credit and letters of credit. See "Note 4 - Loans and Allowance for Credit Losses," for additional information.

The following table presents commitments to extend credit and letters of credit:



	2017		2016
	(in thousands)
Commercial and other	$	3,689,700	$	3,673,815
Home equity	1,422,284		1,368,465
Commercial mortgage and construction	1,093,045		1,033,287
Total commitments to extend credit	$	6,205,029	$	6,075,567

Standby letters of credit	$	326,973	$	356,359
Commercial letters of credit	41,801		38,901
Total letters of credit	$	368,774	$	395,260

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Residential Lending

Residential mortgages are originated and sold by the Corporation and consist primarily of conforming, prime loans sold to government sponsored agencies such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). The Corporation also sells certain residential mortgages to non-government sponsored agency investors.

The Corporation provides customary representations and warranties to government sponsored agencies and investors that specify, among other things, that the loans have been underwritten to the standards established by the government sponsored agency or investor. The Corporation may be required to repurchase a loan or reimburse the government sponsored agency or investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. As of December 31, 2017 and 2016 , total outstanding repurchase requests totaled approximately $543,000 .

From 2000 to 2011 , the Corporation sold loans to the FHLB of Pittsburgh under its Mortgage Partnership Finance Program ("MPF Program"). No loans were sold under this program since 2011. The Corporation provided a "credit enhancement" for residential mortgage loans sold under the MPF Program whereby it would assume credit losses in excess of a defined "First Loss Account," or "FLA" balance, up to specified amounts. The FLA is funded by the FHLB of Pittsburgh based on a percentage of the outstanding principal balance of loans sold. As of December 31, 2017 , the unpaid principal balance of loans sold under the MPF Program was approximately $84 million . As of December 31, 2017 and 2016 , the reserves for estimated credit losses related to loans sold under the MPF Program were $1.2 million and $1.7 million , respectively. Required reserves are calculated based on delinquency status and estimated loss rates established through the Corporation's existing allowance for credit loss methodology for residential mortgage loans.

As of December 31, 2017 and 2016 , the reserve for losses on residential mortgage loans sold was $2.1 million and $2.5 million , respectively, including both reserves for credit losses under the MPF Program and reserves for representation and warranty exposures. Management believes that the reserves recorded as of December 31, 2017 are adequate. However, declines in collateral values, the identification of additional loans to be repurchased, or a deterioration in the credit quality of loans sold under the MPF Program could necessitate additional reserves, established through charges to earnings, in the future.

Legal Proceedings

The Corporation and its subsidiaries are involved in various legal proceedings in the ordinary course of business of the Corporation. The Corporation periodically evaluates the possible impact of pending litigation matters based on, among other factors, the advice of counsel, available insurance coverage and recorded liabilities and reserves for probable legal liabilities and costs. In addition, from time to time, the Corporation is the subject of investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other industry participants. These inquiries could lead to administrative, civil or criminal proceedings, and could possibly result in fines, penalties, restitution or the need to alter the Corporation’s business practices, and cause the Corporation to incur additional costs. The Corporation’s practice is to cooperate fully with regulatory and governmental investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending proceedings will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

BSA/AML Enforcement Orders

The Corporation and three of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the "BSA/AML Compliance Program"), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the "BSA/AML Requirements"). The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent ("Consent Orders"), generally require, among other things, that the Corporation and the affected bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements. The Corporation and the affected bank subsidiaries have implemented numerous enhancements to the BSA/AML Compliance Program, completed the retrospective

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reviews required under the Consent Orders, and continue to strengthen and refine the BSA/AML Compliance Program to achieve a sustainable program in accordance with the BSA/AML Requirements. In addition to requiring strengthening and enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or the affected bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

As previously disclosed, on October 27, 2017, the Office of the Comptroller of the Currency (the "OCC") terminated the Consent Orders that it issued on July 14, 2014 to three of the Corporation's bank subsidiaries, Fulton Bank, N.A., FNB Bank, N.A. and Swineford National Bank, relating to deficiencies in the BSA/AML Compliance Programs at those bank subsidiaries.

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A., the Corporation’s largest bank subsidiary, received a letter from the U.S. Department of Justice (the "Department") indicating that the Department had initiated an investigation regarding potential violations of fair lending laws (specifically, the Equal Credit Opportunity Act and the Fair Housing Act) by Fulton Bank, N.A. in certain geographies. Fulton Bank, N.A. has been and is cooperating with the Department and responding to the Department’s requests for information. During the third quarter of 2016, the Department informed the Corporation, Fulton Bank, N.A., and three of the Corporation’s other bank subsidiaries, Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank, that the Department was expanding its investigation of potential lending discrimination on the basis of race and national origin to encompass additional geographies that were not included in the initial letter from the Department. In addition to requesting information concerning the lending activities of these bank subsidiaries, the Department also requested information concerning the Corporation and the residential mortgage lending activities conducted under the Fulton Mortgage Company brand, the trade name used by all of the Corporation’s bank subsidiaries for residential mortgage lending. The investigation relates to lending activities during the period January 1, 2009 to the present. The Corporation and the identified bank subsidiaries are cooperating with the Department and responding to the Department’s requests for information. The Corporation and its bank subsidiaries are not able at this time to determine the terms on which this investigation will be resolved or the timing of such resolution, or to reliably estimate the amounts of any settlement, fines or other penalties or the cost of any other remedial actions, if enforcement action is taken. In addition, should the investigation result in an enforcement action against the Corporation or its bank subsidiaries, or a settlement with the Department, the ability of the Corporation and its bank subsidiaries to engage in certain expansion or other activities may be restricted.

Agostino, et al. Litigation

Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, and two unrelated, third-party defendants, Ameriprise Financial Services, Inc. ("Ameriprise") and Riverview Bank ("Riverview"), were named as defendants in a lawsuit brought on behalf of a group of 67 plaintiffs filed on March 31, 2016, in the Court of Common Pleas for Dauphin County, Pennsylvania (Agostino, et al. v. Ameriprise Financial Services, Inc., et al., No. 2016-CV-2048-CV). The plaintiffs in this action were clients of Jeffrey M. Mottern, a now-deceased attorney, who is alleged to have operated a fraud scheme over a period of years through the sale of fictitious high-yield investments or by otherwise misappropriating funds entrusted to Mr. Mottern. The lawsuit sought damages from the defendants, including the Bank, alleged to be in excess of $11.3 million , treble damages and attorneys’ fees with respect to alleged violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, punitive damages, plus interest and costs.

In October 2017, the Bank and the plaintiffs agreed to settle the lawsuit. Pursuant to the terms of the settlement agreement between the Bank and the plaintiffs, the claims against the Bank were dismissed with prejudice on December 13, 2017, and the Bank made the agreed-upon settlement payment. Also during December 2017, the Corporation received reimbursement from the Corporation’s insurance carrier for the full amount of the agreed-upon settlement payment.



NOTE 18 – FAIR VALUE MEASUREMENTS

All assets and liabilities measured at fair value on both a recurring and nonrecurring basis have been categorized based on the method of their fair value determination.

The following tables summarizes the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets as of December 31:

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	2017
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	31,530	$	—	$	31,530
Available for sale investment securities:
Equity securities	918		—		—		918
U.S. Government sponsored agency securities	—		5,938		—		5,938
State and municipal securities	—		408,949		—		408,949
Corporate debt securities	—		93,552		3,757		97,309
Collateralized mortgage obligations	—		602,623		—		602,623
Residential mortgage-backed securities	—		1,120,796		—		1,120,796
Commercial mortgage-backed securities	—		212,755		—		212,755
Auction rate securities	—		—		98,668		98,668
Total available for sale investment securities	918		2,444,613		102,425		2,547,956
Other assets	19,451		44,539		—		63,990
Total assets	$	20,369	$	2,520,682	$	102,425	$	2,643,476
Other liabilities	$	19,357	$	39,014	$	—	$	58,371

	2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	28,697	$	—	$	28,697
Available for sale investment securities:
Equity securities	24,526		—		—		24,526
U.S. Government sponsored agency securities	—		134		—		134
State and municipal securities	—		391,641		—		391,641
Corporate debt securities	—		106,537		2,872		109,409
Collateralized mortgage obligations	—		593,860		—		593,860
Residential mortgage-backed securities	—		1,317,838		—		1,317,838
Commercial mortgage-backed securities	—		24,563		—		24,563
Auction rate securities	—		—		97,256		97,256
Total available for sale investment securities	24,526		2,434,573		100,128		2,559,227
Other assets	17,111		44,481		—		61,592
Total assets	$	41,637	$	2,507,751	$	100,128	$	2,649,516
Other liabilities	$	17,032	$	41,734	$	—	$	58,766

The valuation techniques used to measure fair value for the items in the table above are as follows:

•

Mortgage loans held for sale – This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of December 31, 2017 and 2016 were measured as the price that secondary market investors were offering for loans with similar characteristics. See "Note 1 - Summary of Significant Accounting Policies" for details related to the Corporation’s election to measure assets and liabilities at fair value.

•

Available for sale investment securities – Included within this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, 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.

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Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

Management tests the values provided by the pricing service by obtaining securities prices from an alternative third-party source and comparing the results. This test is done for approximately 80% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.


•	Equity securities – Equity securities consist of stocks of financial institutions ( $7,000 at December 31, 2017 and $23.5 million at December 31, 2016 ) and other equity investments ( $911,000 at December 31, 2017 and $1.0 million at December 31, 2016 ). 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/Residential mortgage-backed securities/Commercial 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 and senior debt issued by financial institutions ( $61.9 million at December 31, 2017 and $65.2 million at December 31, 2016 ), single-issuer trust preferred securities issued by financial institutions ( $30.7 million at December 31, 2017 and $39.8 million at December 31, 2016 ), pooled trust preferred securities issued by financial institutions ( $707,000 at December 31, 2017 and $422,000 at December 31, 2016 ) and other corporate debt issued by non-financial institutions ( $4.0 million at December 31, 2017 and 2016 ).

Level 2 investments include subordinated debt and senior debt, other corporate debt issued by non-financial institutions and $27.7 million and $37.3 million of single-issuer trust preferred securities held at December 31, 2017 and 2016 , respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Level 3 investments include the Corporation's investments in pooled trust preferred securities ( $707,000 at December 31, 2017 and $422,000 at December 31, 2016 ) and certain single-issuer trust preferred securities ( $3.1 million at December 31, 2017 and $2.5 million at December 31, 2016 ). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.

•

Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime within the next five years. If the assumed return to market liquidity was lengthened beyond the next five years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.


•	Other assets – Included within this category are the following:

•

Level 1 assets, consisting of mutual funds that are held in trust for employee deferred compensation plans ( $19.0 million at December 31, 2017 and $16.4 million at December 31, 2016 ) and the fair value of foreign currency exchange contracts ( $460,000 at December 31, 2017 and $745,000 at December 31, 2016 ). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.


•	Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ( $1.1 million at December 31, 2017 and $3.1 million at December 31, 2016 ) and the fair value of interest rate swaps ( $43.4 million at December 31, 2017 and $41.4

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million at December 31, 2016 ). The fair values of the interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 10 - Derivative Financial Instruments," for additional information.


•	Other liabilities – Included within this category are the following:

•

Level 1 employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans ( $19.0 million at December 31, 2017 and $16.4 million at December 31, 2016 ) and the fair value of foreign currency exchange contracts ( $374,000 at December 31, 2017 and $668,000 at December 31, 2016 ). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets," above.

•

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ( $272,000 at December 31, 2017 and $339,000 at December 31, 2016 ) and the fair value of interest rate swaps ( $38.7 million at December 31, 2017 and $41.4 million at December 31, 2016 ). The fair values of these liabilities are determined in the same manner as the related assets, which are described under the heading "Other assets" above.

The following table presents the changes in available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31 :



	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			Auction Rate Securities
	(in thousands)
Balance as of December 31, 2015	$	706		$	2,630		$	98,059
Unrealized adjustments to fair value ⁽¹⁾	(286		)	(190		)	(1,246		)
Discount accretion ⁽²⁾	2			10			443
Balance as of December 31, 2016	422			2,450			97,256
Unrealized adjustments to fair value ⁽¹⁾	285			588			1,217
Discount accretion ⁽²⁾	—			12			195
Balance as of December 31, 2017	$	707		$	3,050		$	98,668


(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.

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Certain assets are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents the Corporation's assets measured at fair value on a nonrecurring basis and reported on the consolidated balance sheets at December 31 :



	2017			2016
	(in thousands)
Net loans		$	149,608	$	132,576
OREO		9,823		12,815
MSRs		37,663		37,532
Total assets		$	197,094	$	182,923

The valuation techniques used to measure fair value for the items in the table above are as follows:


•	Net loans – This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.


•	OREO – This category includes OREO ( $9.8 million at December 31, 2017 and $12.8 million at December 31, 2016 ) classified as Level 3 assets. Fair values for OREO were based on estimated selling prices less estimated selling costs for similar assets in active markets.

•

MSRs - This category includes MSRs ( $37.7 million at December 31, 2017 and $37.5 million at December 31, 2016 ), classified as Level 3 assets. MSRs are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the December 31, 2017 valuation were 11.7% and 9.5% , respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.

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As required by FASB ASC Section 825-10-50, the following table details the book values and the estimated fair values of the Corporation’s financial instruments as of December 31, 2017 and 2016 . A general description of the methods and assumptions used to estimate such fair values is also provided.



	2017				2016
	Book Value		Estimated Fair Value		Book Value		Estimated Fair Value
	(in thousands)
FINANCIAL ASSETS
Cash and due from banks ⁽¹⁾	$	108,291	$	108,291	$	118,763	$	118,763
Interest-bearing deposits with other banks ⁽¹⁾	293,805		293,805		233,763		233,763
FRB and FHLB stock ⁽²⁾	60,761		60,761		57,489		57,489
Loans held for sale ⁽³⁾	31,530		31,530		28,697		28,697
Available for sale investment securities ⁽²⁾	2,547,956		2,547,956		2,559,227		2,559,227
Net Loans ⁽⁴⁾	15,598,337		15,380,974		14,530,593		14,387,454
Accrued interest receivable ⁽¹⁾	52,910		52,910		46,294		46,294
Other financial assets ⁽¹⁾	215,464		215,464		206,132		206,132
FINANCIAL LIABILITIES
Demand and savings deposits ⁽¹⁾	$	13,042,147	$	13,042,147	$	12,259,622	$	12,259,622
Brokered deposits ⁽¹⁾	90,473		90,473		—		—
Time deposits ⁽⁵⁾	2,664,912		2,673,359		2,753,242		2,769,757
Short-term borrowings ⁽¹⁾	617,524		617,524		541,317		541,317
Accrued interest payable ⁽¹⁾	9,317		9,317		9,632		9,632
Other financial liabilities ⁽³⁾	227,569		227,569		216,080		216,080
FHLB advances and long-term debt ⁽⁵⁾	1,038,346		1,025,640		929,403		928,167


(1)	Short-term financial instrument, defined as those with remaining maturities of 90 days or less and excluding those recorded at fair value on the consolidated balance sheets. Book value is considered to be a reasonable estimate of fair value.


(2)	Restricted investments, carried at cost on the consolidated balance sheets.


(3)	These financial instruments, or certain financial instruments within these categories, are measured at fair value on the consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.


(4)	Fair value measured using unobservable inputs (level 3). Includes impaired loans, which are measured on a nonrecurring basis.


(5)	Fair value measured using observable inputs (level 2).

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

Fair values for loans were estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values estimated in this manner do not fully incorporate an exit price approach to fair value, as defined in FASB ASC Topic 820.

The fair values of time deposits and FHLB advances and long-term debt were estimated by discounting the remaining contractual cash flows using a rate at which instruments with similar remaining maturities could be issued as of the balance sheet date. These would be categorized within Level 2 liabilities under FASB ASC Topic 820.

130



NOTE 19 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

CONDENSED BALANCE SHEETS



	December 31,
	2017		2016
	(in thousands)
ASSETS
Cash	$	22,857	$	8,568
Other assets	5,959		5,648
Receivable from subsidiaries	53,880		46,715
Investments in:
Bank subsidiaries	2,399,053		2,265,264
Non-bank subsidiaries	426,846		417,615
Total Assets	$	2,908,595	$	2,743,810
LIABILITIES AND EQUITY
Long-term debt	$	386,101	$	362,005
Payable to non-bank subsidiaries	206,766		183,152
Other liabilities	85,871		77,538
Total Liabilities	678,738		622,695
Shareholders’ equity	2,229,857		2,121,115
Total Liabilities and Shareholders’ Equity	$	2,908,595	$	2,743,810

CONDENSED STATEMENTS OF INCOME



	2017			2016			2015
	(in thousands)
Income:
Dividends from subsidiaries	$	66,500		$	115,000		$	114,000
Other ⁽¹⁾	171,490			148,577			141,241
	237,990			263,577			255,241
Expenses	199,981			177,835			176,457
Income before income taxes and equity in undistributed net income of subsidiaries	38,009			85,742			78,784
Income tax benefit	(5,448		)	(10,543		)	(11,834		)
	43,457			96,285			90,618
Equity in undistributed net income (loss) of:
Bank subsidiaries	111,226			58,477			60,806
Non-bank subsidiaries	17,070			6,863			(1,922		)
Net Income	$	171,753		$	161,625		$	149,502

(1) Consists primarily of management fees received from subsidiary banks.

131

CONDENSED STATEMENTS OF CASH FLOWS



	2017			2016			2015
	(in thousands)
Cash Flows From Operating Activities:
Net Income	$	171,753		$	161,625		$	149,502
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of issuance costs and discount of long-term debt	845			—			—
Stock-based compensation	4,740			6,556			5,938
Excess tax benefits from stock-based compensation	—			(964		)	(201		)
Increase in other assets	(17,882		)	(16,585		)	2,806
Equity in undistributed net income of subsidiaries	(128,298		)	(65,340		)	(58,884		)
Loss on redemption of trust preferred securities	—			—			5,626
Increase (decrease) in other liabilities and payable to non-bank subsidiaries	31,241			(5,928		)	106,490
Total adjustments	(109,354		)	(82,261		)	61,775
Net cash provided by operating activities	62,399			79,364			211,277
Cash Flows From Investing Activities	—			—			—
Cash Flows From Financing Activities:
Repayments of long-term debt	(100,000		)	—			(254,640		)
Additions to long-term debt	123,251			—			147,779
Net proceeds from issuance of common stock	9,007			16,167			10,607
Excess tax benefits from stock-based compensation	—			964			201
Dividends paid	(80,368		)	(69,382		)	(65,361		)
Acquisition of treasury stock	—			(18,545		)	(50,000		)
Net cash used in financing activities	(48,110		)	(70,796		)	(211,414		)
Net Increase (Decrease) in Cash and Cash Equivalents	14,289			8,568			(137		)
Cash and Cash Equivalents at Beginning of Year	8,568			—			137
Cash and Cash Equivalents at End of Year	$	22,857		$	8,568		$	—

132

Management Report on Internal Control Over Financial Reporting

The management of Fulton Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Fulton Financial Corporation’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2017 , using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2017 , the Corporation’s internal control over financial reporting is effective based on those criteria.

/s/ E. P HILIP W ENGER

E. Philip Wenger

Chairman and Chief Executive Officer

/s/ P HILMER H. R OHRBAUGH

Philmer H. Rohrbaugh

Senior Executive Vice President

and Chief Financial Officer

133

Report of Independent Registered Public Accounting Firm

To the shareholders and board of directors

Fulton Financial Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Fulton Financial Corporation and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

134

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Philadelphia, Pennsylvania

March 1, 2018

135

QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED)

(in thousands, except per-share data)



	Three Months Ended
	March 31		June 30		September 30		December 31
2017
Interest income	$	158,487	$	163,881	$	171,511	$	174,987
Interest expense	20,908		22,318		24,702		25,574
Net interest income	137,579		141,563		146,809		149,413
Provision for credit losses	4,800		6,700		5,075		6,730
Non-interest income	46,673		52,371		51,974		56,956
Non-interest expenses	122,275		132,695		132,157		138,452
Income before income taxes	57,177		54,539		61,551		61,187
Income tax expense	13,797		9,072		12,646		27,186
Net income	$	43,380	$	45,467	$	48,905	$	34,001
Per share data:
Net income (basic)	$	0.25	$	0.26	$	0.28	$	0.19
Net income (diluted)	0.25		0.26		0.28		0.19
Cash dividends	0.11		0.11		0.11		0.14
2016
Interest income	$	149,311	$	149,309	$	151,468	$	153,012
Interest expense	20,257		20,393		20,903		20,775
Net interest income	129,054		128,916		130,565		132,237
Provision for credit losses	1,530		2,511		4,141		5,000
Non-interest income	43,137		46,137		48,149		52,755
Non-interest expenses	120,413		121,637		119,848		127,621
Income before income taxes	50,248		50,905		54,725		52,371
Income tax expense	11,991		11,155		13,257		10,221
Net income	$	38,257	$	39,750	$	41,468	$	42,150
Per share data:
Net income (basic)	$	0.22	$	0.23	$	0.24	$	0.24
Net income (diluted)	0.22		0.23		0.24		0.24
Cash dividends	0.09		0.10		0.10		0.12

136

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017 , the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

The "Management Report on Internal Control over Financial Reporting" and the "Report of Independent Registered Public Accounting Firm" may be found in Item 8, "Financial Statements and Supplementary Data" of this document.

Changes in Internal Controls

There was no change in the Corporation’s "internal control over financial reporting" (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Item 9B. Other Information

Not applicable.

137

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Incorporated by reference herein is the information appearing under the headings "Information about Nominees, Directors and Independence Standards," "Related Person Transactions," "Section 16(a) Beneficial Ownership Reporting Compliance," "Code of Conduct," "Procedure for Shareholder Nominations," and "Other Board Committees" within the Corporation’s 2018 Proxy Statement. The information concerning executive officers required by this Item is provided under the caption "Executive Officers" within Item 1, Part I, "Business" in this Annual Report.

The Corporation has adopted a code of ethics (Code of Conduct) that applies to all directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer and the Corporate Controller. A copy of the Code of Conduct may be obtained free of charge by writing to the Corporate Secretary at Fulton Financial Corporation, P.O. Box 4887, Lancaster, Pennsylvania 17604-4887, and is also available via the internet at www.fult.com.

Item 11. Executive Compensation

Incorporated by reference herein is the information appearing under the headings "Information Concerning Compensation" and "Human Resources Committee Interlocks and Insider Participation" within the Corporation’s 2018 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated by reference herein is the information appearing under the heading "Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners" within the Corporation’s 2018 Proxy Statement, and information appearing under the heading "Securities Authorized for Issuance under Equity Compensation Plans" within Item 5, "Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this Annual Report.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Incorporated by reference herein is the information appearing under the headings "Related Person Transactions" and "Information about Nominees, Directors and Independence Standards" within the Corporation’s 2018 Proxy Statement, and the information appearing in "Note 4 - Loans and Allowance for Credit Losses," of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data" in this Annual Report.

Item 14. Principal Accounting Fees and Services

Incorporated by reference herein is the information appearing under the heading "Relationship With Independent Public Accountants" within the Corporation’s 2018 Proxy Statement.

138

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:



1.	Financial Statements — The following consolidated financial statements of Fulton Financial Corporation and subsidiaries are incorporated herein by reference in response to Item 8 above:
	(i)	Consolidated Balance Sheets - December 31, 2017 and 2016.
	(ii)	Consolidated Statements of Income - Years ended December 31, 2017, 2016 and 2015.
	(iii)	Consolidated Statements of Comprehensive Income - Years ended December 31, 2017, 2016 and 2015.
	(iii)	Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2017, 2016 and 2015.
	(iv)	Consolidated Statements of Cash Flows - Years ended December 31, 2017, 2016 and 2015.
	(v)	Notes to Consolidated Financial Statements.
	(vi)	Report of Independent Registered Public Accounting Firm.
2.	Financial Statement Schedules — All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted.
3.1		Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011.
3.2		Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K/A filed September 23, 2014.
4.1		An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
4.2		First Supplemental Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
4.3		Form of Note (Included in Exhibit 4.2).
4.4		An Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 - Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.5		First Supplemental Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.6		Form of Note (Included in Exhibit 4.2).
10.1		Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K filed November 14, 2008.
10.2		Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed August 5, 2011.
10.3		Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed October 22, 2012.
10.4		Form of Executive Employment Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
10.4.1		Schedule of Executive Employment Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - filed herewith.
10.5		Form of Key Employee Change in Control Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation, Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.

139



10.5.1			Schedule of Key Employee Change in Control Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - filed herewith.
10.6			Form of Death Benefit Only Agreement to Senior Management - Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
10.7			Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed May 3, 2013.
10.8			Amendment No. 1 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.
10.9			Amendment No. 2 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - filed herewith.
10.10			Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed June 19, 2013.
10.11			Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, filed March 26, 2014.
10.12			Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – Incorporated by reference to Exhibit 10.12 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
10.13			Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated July 11, 2016 - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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.
10.14			Fulton Financial Corporation 2011 Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, filed March 24, 2011.
10.15			Amendment No. 1 to Fulton Financial Corporation 2011 Directors' Equity Participation Plan - filed herewith.
10.16			Form of Restricted Stock Award Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for quarterly period ended June 30, 2011.
10.17			Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed March 24, 2014.
10.18			Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
12			Computation of Consolidated Ratios of Earnings to Fixed Charges - filed herewith.
21			Subsidiaries of the Registrant.
23			Consent of Independent Registered Public Accounting Firm.
31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016; (ii) the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.

Item 16. Form 10-K Summary

Not applicable.

140

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



		FULTON FINANCIAL CORPORATION
		(Registrant)

Dated:	March 1, 2018	By:	/ S / E. P HILIP W ENGER
			E. Philip Wenger, Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signature	Capacity	Date

/S/ L ISA C RUTCHFIELD	Director	March 1, 2018
Lisa Crutchfield

/S/ M ICHAEL J . D E P ORTER	Executive Vice President and Controller (Principal Accounting Officer)	March 1, 2018
Michael J. DePorter

/S/ D ENISE L . D EVINE	Director	March 1, 2018
Denise L. Devine

/S/ P ATRICK J . F REER	Director	March 1, 2018
Patrick J. Freer

/S/ G EORGE W . H ODGES	Director	March 1, 2018
George W. Hodges

/S/ A LBERT M ORRISON, III	Director	March 1, 2018
Albert Morrison, III

/S/ J AMES R . M OXLEY, III	Director	March 1, 2018
James R. Moxley, III

/S/ P HILMER H . R OHRBAUGH	Senior Executive Vice President	March 1, 2018
Philmer H. Rohrbaugh	and Chief Financial Officer
	(Principal Financial Officer)

141



Signature	Capacity	Date

/S/ R . S COTT S MITH, JR.	Director	March 1, 2018
R. Scott Smith, Jr.

/S/ S COTT A . S NYDER	Director	March 1, 2018
Scott A. Snyder

/S/ R ONALD H . S PAIR	Director	March 1, 2018
Ronald H. Spair

/S/ M ARK F . S TRAUSS	Director	March 1, 2018
Mark F. Strauss

/S/ E RNEST J . W ATERS	Director	March 1, 2018
Ernest J. Waters

/S/ E . P HILIP W ENGER	Chairman and Chief Executive Officer (Principal Executive Officer)	March 1, 2018
E. Philip Wenger

142

EXHIBIT INDEX

Exhibits Required Pursuant to Item 601 of Regulation S-K



3.1			Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011.
3.2			Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K/A filed September 23, 2014.
4.1			An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
4.2			First Supplemental Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
4.3			Form of Note (Included in Exhibit 4.2).
4.4			An Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 - Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.5			First Supplemental Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.6			Form of Note (Included in Exhibit 4.2).
10.1			Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K filed November 14, 2008.
10.2			Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed August 5, 2011.
10.3			Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed October 22, 2012.
10.4			Form of Executive Employment Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
10.4.1			Schedule of Executive Employment Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - filed herewith.
10.5			Form of Key Employee Change in Control Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation, Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.

143



10.5.1			Schedule of Key Employee Change in Control Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - filed herewith.
10.6			Form of Death Benefit Only Agreement to Senior Management - Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
10.7			Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed May 3, 2013.
10.8			Amendment No. 1 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.
10.9			Amendment No. 2 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - filed herewith.
10.10			Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed June 19, 2013.
10.11			Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, filed March 26, 2014.
10.12			Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – Incorporated by reference to Exhibit 10.12 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
10.13			Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated July 11, 2016 - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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.
10.14			Fulton Financial Corporation 2011 Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, filed March 24, 2011.
10.15			Amendment No. 1 to Fulton Financial Corporation 2011 Directors' Equity Participation Plan - filed herewith.
10.16			Form of Restricted Stock Award Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for quarterly period ended June 30, 2011.
10.17			Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed March 24, 2014.
10.18			Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014.
12			Computation of Consolidated Ratios of Earnings to Fixed Charges - filed herewith.
21			Subsidiaries of the Registrant.
23			Consent of Independent Registered Public Accounting Firm.
31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016; (ii) the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.

144

Exhibit 10.4.1

SCHEDULE OF EXECUTIVE EMPLOYMENT AGREEMENTS

In accordance with Instruction 2 to Item 601 of Regulation S-K, Fulton Financial Corporation (the “Corporation”) has omitted filing Executive Employment Agreements by and between the Corporation and the following Executive Officers because they are substantially identical in all material respects to the form of Executive Employment Agreement filed as Exhibit 10.1 to the Corporations Current Report on Form 8-K filed January 4, 2018:



1.		Mark R. McCollom
2.		Curtis J. Myers
3.		David M. Campbell
4.		Beth Ann L. Chivinski
5.		Meg R. Mueller
6.		Angela M. Sargent
7.		Angela M. Snyder
8.		Daniel R. Stolzer
9.		Bernadette M. Taylor

Exhibit 10.5.1

SCHEDULE OF KEY EMPLOYEE CHANGE IN CONTROL AGREEMENTS

In accordance with Instruction 2 to Item 601 of Regulation S-K, Fulton Financial Corporation (the “Corporation”) has omitted filing Key Employee Change in Control Agreements by and between the Corporation and the following Executive Officers because they are substantially identical in all material respects to the form of Change in Control Agreement filed as Exhibit 10.2 to the Corporations Current Report on Form 8-K filed January 4, 2018:



1.		Mark R. McCollom
2.		Curtis J. Myers
3.		David M. Campbell
4.		Beth Ann L. Chivinski
5.		Meg R. Mueller
6.		Angela M. Sargent
7.		Angela M. Snyder
8.		Daniel R. Stolzer
9.		Bernadette M. Taylor

Exhibit 10.9

AMENDMENT NO 2 TO

FULTON FINANCIAL CORPORATION

AMENDED AND RESTATED

EQUITY AND CASH INCENTIVE COMPENSATION PLAN

Effective Date January 1, 2018

This Amendment No. 2 amends the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan, effective beginning April 29, 2013, as amended July 1, 2016 (as amended, the “Plan”).

WHEREAS , Fulton Financial Corporation (the “Company”) desires to amend the Plan to revise: (a) the definitions of “Cause” and “Change in Control” to harmonize such definitions with the definitions used in the Company’s agreements with executive officers and other employees; (b) the tax withholding language to reflect changes in regulations; and (c) the vesting provisions to make explicit in the Plan the requirement of continued service on the part of the Participant to retain awards made under the Plan.

WHEREAS , pursuant to Section 16.01 of the Plan, the Human Resources Committee of the Board of Directors (the “Committee”) has the authority to make such amendments to the Plan.

WHEREAS , the Committee has received advice from the Company’s counsel and outside counsel that the amendments do not require the approval of shareholders under existing laws, rules and regulations of the Securities and Exchange Commission or NASDAQ.

NOW, THEREFORE , the Plan is hereby amended effective as of January 1, 2018 as follows.


1.	Section 2.06 is hereby amended and restated to read in its entirety as follows:

“ 2.06 “ Business Combination ” has the meaning set forth in Section 2.08(c).”


2.	Section 2.07 is hereby amended and restated to read in its entirety as follows:

“ 2.07 “ Cause ” means with respect to any Employee:

(a) Employee shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the Employee;

(b) Employee’s use of alcohol or other drugs which interferes with the performance by the Employee of Employee’s duties;

(c) Employee shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Employee’s duties to the Company or an Affiliate, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Employee of written notice from the Company or Affiliate setting forth in detail the facts upon which the Company or Affiliate relies in concluding that Employee has deliberately and intentionally refused or failed to perform such duties;

(d) Employee’s conduct that brings public discredit on or injures the reputation of the Company and/or its Affiliates, in the reasonable opinion of the Board or a committee of the Board; or

(e) the Company or an Affiliate is legally precluded from employing Employee for the position and duties described in the Employee’s employment agreement with the Company or an Affiliate.

The Committee may determine that a Consultant is terminated for Cause as a result of a violation of the Company’s Code of Conduct (or similar code of conduct maintained by an Affiliate). For purposes of the Plan, the Committee shall determine the effect of all matters and questions relating to whether an Employee has been discharged for Cause, including but not limited to terminations pursuant to the Company’s Code of Conduct.”


3.	Section 2.08 is hereby amended and restated to read in its entirety as follows:

“ 2.08 “ Change in Control ” of the Company shall be deemed to have occurred when:

(a) during any period of not more than thirty-six (36) months, individuals who constitute the Board as of the beginning of the period (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that (i) any person becoming a director subsequent to the beginning of the period, whose nomination for election or appointment was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; and (ii) no individual initially nominated or appointed as a result of an actual or publicly threatened election contest or pursuant to a negotiated agreement with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b) the acquisition by any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder (the “ Exchange Act ”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), of the Company’s capital stock entitled to thirty percent (30%) or more of the outstanding voting power of all capital stock of the Company eligible to vote for the election of the Board (“ Voting Securities ”); provided, however, that the event described in this paragraph (b) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Voting Securities: (i) by the Company or an Affiliate, including purchases pursuant to a stock repurchase plan, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this definition);

(c) the consummation of a merger, consolidation, division, statutory share exchange, or any other transaction or a series of transactions outside the ordinary course of business involving the Company (a “ Business Combination ”), unless immediately following such Business Combination: (i) more than fifty percent (50%) of the total voting

power of (x) the entity resulting from such Business Combination, or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least ninety-five percent (95%) of the voting power of such resulting entity (either, as applicable, the “ Surviving Entity ”), is represented by Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity), is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity and (iii) at least a majority of the members of the board of directors of the Surviving Entity following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) of this paragraph (c) will be deemed to be a “ Non‑ Qualifying Transaction ”);

(d) the consummation of a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); or

(e) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company.

Actions taken by the Company to merge, consolidate, liquidate or otherwise reorganize one or more of its subsidiaries or affiliates shall not constitute a Change in Control for purposes of this Agreement.


4.	Section 2.24 is hereby amended and restated to read in its entirety as follows:

“ 2.24 “ Exchange Act ” has the meaning set forth in Section 2.08(b).”


5.	Section 11.01 is hereby amended and restated to read in its entirety as follows:

“ 11.01 General. The Committee shall specify the vesting schedule or conditions of each Award. Unless the Committee specifies a different vesting schedule or terms and conditions at the Date of Grant, the terms of this Article 11 shall apply. It shall be a condition to the vesting of any Award made under this Plan, whether or not set forth in an Award Agreement, that the Participant render Continuous Service to the Company or an Affiliate through the applicable vesting date or dates.”


6.	Article 15 is hereby amended and restated to read in its entirety as follows:

“ Article 15. Tax Withholding. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant shall satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Shares under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a

combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant as a result of the Exercise or acquisition of Shares under the Award to the maximum extent permitted by law or regulation; or (c) delivering to the Company previously owned and unencumbered Shares of the Company.”

All other provisions of the Plan, except as amended herein, remain in full force and effect.

IN WITNESS WHEREOF , this Amendment No. 2 is executed by this 20th day of December, 2017.

FULTON FINANCIAL CORPORATION

By: __/s/ Bernadette M. Taylor______________

Name: Bernadette M. Taylor

Title: Senior Executive Vice President and

Chief Human Resources Officer

Exhibit 10.15

FULTON FINANCIAL CORPORATION

AMENDMENT NO. 1 TO

2011 DIRECTORS’ EQUITY PARTICIPATION PLAN

This Amendment No. 1 amends the Fulton Financial Corporation 2011 Directors’ Equity Participation Plan, effective beginning April 28, 2011 (the “Plan”).

WHEREAS , Fulton Financial Corporation (the “Company”) desires to amend the Plan to: (a) revise the definition of “Change in Control” to harmonize such definition with the definition used in the Company’s agreements with executive officers and other employees; and (b) add restricted stock units (RSUs”) to the types of awards that may be granted under the Plan, and incorporate such RSUs into all applicable provisions of the Plan.

WHEREAS , pursuant to Section 7.1 of the Plan, the Board of Directors of the Company has the authority to make such an amendments to the Plan.

WHEREAS , the Board also desires to amend the Plan to provide the Human Resources Committee of the Board of Directors (the “Committee”) with the ability to amend, modify or suspend the Plan or any provisions thereof.

WHEREAS , the Board has received advice from the Company’s counsel and outside counsel that the amendments do not require the approval of shareholders under existing laws, rules and regulations of the Securities and Exchange Commission or NASDAQ.

WHEREAS , the Board of Directors of the Company has approved the amendments to the Plan.

NOW, THEREFORE , the Plan is hereby amended effective as of January 1, 2018 as follows.


1.	Section 1.2(d) is hereby amended and restated to read in its entirety as follows:

“ ( d) “ Change in Control ” of the Company shall be deemed to have occurred when:

(i) during any period of not more than thirty-six (36) months, individuals who constitute the Board as of the beginning of the period (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that (1) any person becoming a director subsequent to the beginning of the period, whose nomination for election or appointment was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; and (2) no individual initially nominated or appointed as a result of an actual or publicly threatened election contest or pursuant to a negotiated agreement with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(ii) the acquisition by any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder (the “ Exchange Act ”) and as used in

Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), of the Company’s capital stock entitled to thirty percent (30%) or more of the outstanding voting power of all capital stock of the Company eligible to vote for the election of the Board (“ Voting Securities ”); provided, however, that the event described in this paragraph (b) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Voting Securities: (1) by the Company or an Affiliate, including purchases pursuant to a stock repurchase plan, (2) by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (3) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (4) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) of this definition);

(iii) the consummation of a merger, consolidation, division, statutory share exchange, or any other transaction or a series of transactions outside the ordinary course of business involving the Company (a “ Business Combination ”), unless immediately following such Business Combination: (1) more than fifty percent (50%) of the total voting power of (x) the entity resulting from such Business Combination, or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least ninety-five percent (95%) of the voting power of such resulting entity (either, as applicable, the “ Surviving Entity ”), is represented by Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Voting Securities among the holders thereof immediately prior to the Business Combination, (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity), is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity and (3) at least a majority of the members of the board of directors of the Surviving Entity following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (1), (2) and (3) of this paragraph (iii) will be deemed to be a “ Non‑ Qualifying Transaction ”);

(iv) the consummation of a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); or

(v) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company.


2.	The following definitions in Section 1.2 are each hereby amended and restated to read in its respective entirety as follows:

“(k) “Dividend Equivalent” means, with respect to a share of Restricted Stock Award or RSUs, an amount equal to the cash dividend paid on one share of Common Stock during the Restriction Period applicable to the Restricted Stock or RSU Award. All Dividend Equivalents

shall be reinvested in the Restricted Stock or RSU Award, as applicable, at a purchase price equal to the Fair Market Value on the dividend date.

(l) “Earned” means, in relation to a Restricted Stock or RSU Award subject to Performance Goals, that the performance of the Company meets or exceeds the Performance Goal or Goals established by the Committee relating to such Restricted Stock or RSU Award.

(s) “Performance Goals” shall mean, with respect to a Performance Measure, the objective financial performance target level or levels set by the Committee that are to be attained during a Performance Period as a condition to earning a Stock Option, Restricted Stock or RSU Award. In setting Performance Goals, the Committee may, but shall not be required to, do so with reference to the performance goals attained by other companies in a Fulton peer group chosen by the Committee.

(t) “Performance Measures” means one or more of the following: (i) total shareholder return; (ii) return on shareholders’ equity; (iii) return on capital; (iv) earnings per share; (v) net income; (vi) Fair Market Value of Common Stock, (vii) return on assets, or (viii) such other Performance Measure as may be established by the Committee. The Committee shall determine a minimum performance level below which no Restricted Stock or RSU Award or, to the extent applicable, no Stock Options, shall be Earned and a performance schedule under which the number of shares earned may be less than, equal to, or greater than the number of shares subject to a Restricted Stock or RSU Award or, to the extent applicable, the number of shares under Stock Options granted, based upon the Company’s achievement relative to the Performance Goals. The Committee may adjust the Performance Goals and Performance Measures to reflect significant unforeseen events.

(u) “ Performance Period” means, in relation to Stock Options, Restricted Stock or RSU Awards, any period for which Performance Goals have been established.

(x) “Restricted Stock Award” means an Award of Common Stock granted to a Participant pursuant to Article IV that is subject to a Restriction Period.

(y) “Restricted Stock Units” or “RSU” means an Award of units to acquire one shares of Common Stock per unit, granted to a Participant pursuant to Article IV that is subject to a Restriction Period.

(z) “Restriction Period” means, (i) in relation to Stock Options, the period of time (if any) prior to which such Stock Options may not be exercised and (ii) in relation to Restricted Stock or RSU Awards, the period of time (if any) during which (1) such shares are subject to forfeiture pursuant to the Plan and (2) such shares may not be sold, assigned, transferred, pledged or otherwise disposed of by the Participant.

(aa) “Retirement” means termination from service as a Non-Employee Director with the Company, a Company subsidiary or as a member of any advisory board established by the Company or any Company subsidiary, as applicable (i) after the Participant has completed a minimum number of years of service (as established by the Committee from time to time) on the Board, a Company subsidiary board of directors or a Company or Company subsidiary advisory board, (ii) because the Participant has reached a mandatory board retirement age (if any) implemented for the Company, a Company subsidiary board or a Company or Company subsidiary

advisory board, or (iii) termination from Board service under other circumstances that the Committee deems equivalent to retirement.

(bb) “Stock Award” means an award of Common Stock granted to a Participant pursuant to Article II that is not subject to a Restriction Period.

(cc) “Stock Option” means a right granted to a Participant pursuant to Article III to purchase, before a specified date and at a specified price, a specified number of shares of Common Stock.

(dd) “Vest” means, (i) in relation to Stock Options, that the Restriction Period relating to such Stock Options has expired and that such Stock Options may be exercised (subject to any other applicable terms and conditions) and (ii) in relation to Restricted Stock or RSU Award, that the Restriction Period relating to such Restricted Stock or RSU Award has expired and that such Restricted Stock Award or shares of Common Stock underlying a Restricted Stock Units Award is the unrestricted property of the Participant (subject to any other applicable terms and conditions).”


3.	Section 1.4 is hereby amended and restated to read in its entirety as follows:

“ 1.4 - TYPES OF GRANTS UNDER THE PLAN

Awards under the Plan may be in the form of any one or more of the following:

(a) Stock Awards;

(b) Nonstatutory Stock Options;

(d) Restricted Stock Unit Awards.”


4.	Section 1.5(a) is hereby amended and restated to read in its entirety as follows:

“ 1.5 - SHARES SUBJECT TO THE PLAN AND INDIVIDUAL AWARD LIMITATION

(a) A maximum of 500,000 shares of Common Stock may be issued under the Plan. All such shares may be granted in the form of any Awards authorized for issuance under Section 1.4. The total number of shares authorized is subject to adjustment as provided in Section 6.1 hereof. Shares of Common Stock issued under the Plan may be treasury shares or authorized but unissued shares. In the discretion of the Committee, fractional shares may be issued under the Plan or Awards may be rounded up to next whole share of Common Stock.”

5 . Article IV is hereby amended and restated to read in its entirety as follows:

“ ARTICLE IV.

RESTRICTED STOCK AWARDS

4.1 - RESTRICTED STOCK AND RESTRICTED STOCK UNITS AWARDS

The Committee may grant Restricted Stock or RSU Awards to Participants subject to such terms and conditions as the Committee shall determine, as set forth in the Restricted Stock or RSU Award agreement referenced in Section 4.2, provided that each Restricted Stock or RSU Award shall be subject to a Restriction Period prior to Vesting and may be subject to the attainment of specified Performance Goals prior to being Earned.

4.2 - RESTRICTED STOCK OR RESTRICTED STOCK UNITS AWARD AGREEMENTS

Each Restricted Stock or RSU Award shall be evidenced by a written agreement between the Company and the Participant to whom such Award is granted. The agreement shall specify the number of shares or units awarded, the terms and conditions of the Award including the Restriction Period and, as applicable, any required Performance Goals.

4.3 - AWARDS AND CERTIFICATES

Shares of Common Stock awarded pursuant to a Restricted Stock Award shall be registered in the name of the Participant, and evidenced either by the issuance of certificates or by book entry on the stock transfer records of the Company showing the applicable restrictions, if any. Certificates evidencing Restricted Stock Awards, bearing appropriate restrictive legends, shall be held in custody by the Company until the restrictions thereon are no longer in effect. After the lapse or waiver of the restrictions imposed upon the Restricted Stock Award, the Company shall deliver in the Participant’s name one or more stock certificates, free of restrictions, evidencing the shares of Common Stock subject to the Restricted Stock Award with respect to which the restrictions have lapsed or been waived, or shall reregister the shares of Common Stock on the stock transfer records of the Company free of the applicable restrictions.

Restricted Stock Units awarded shall be evidenced by the RSU Award agreement until the applicable Restriction Period ends and, as applicable, such Award is Earned upon achievement of applicable Performance Goals. After the lapse or waiver of the restrictions imposed upon the RSU Award, the Company shall deliver in the Participant’s name one or more stock certificates, free of restrictions, evidencing the shares of Common Stock underlying the RSU Award with respect to which the restrictions have lapsed or been waived, or shall reregister the shares of Common Stock on the stock transfer records of the Company free of the applicable restrictions.

4.4 - RESTRICTION PERIOD

At the time a Restricted Stock or RSU Award is made, the Committee shall establish a Restriction Period applicable to such Award and, upon expiration or lapse of a Restriction Period, the Restricted Stock or RSU Award shall Vest and the shares subject to the Restricted Stock Award, or issuable under the RSU Award shall become the unrestricted property of the Participant. The Committee may provide for the lapse of such restrictions in installments or all at one time and may accelerate or waive such restrictions, in whole or in part, based on service and such other factors as the Committee may determine.

4.5 - OTHER TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS

Shares of Common Stock subject to Restricted Stock Awards or underlying RSU Awards shall be subject to the following terms and conditions:

(a) Except as otherwise provided in the Plan or in the Award agreement, the Participant shall not have all the rights of a shareholder of the Company, including the right to vote the shares;

(b) Cash dividends paid with respect to Common Stock subject to a Restricted Stock or RSU Award shall entitle a Participant to Dividend Equivalents that are reinvested to purchase additional shares of Common Stock subject to the same terms, conditions, and restrictions that apply to the Restricted Stock or RSU Award with respect to which such Dividend Equivalents were credited;

(c) Any other terms and conditions as the Committee may elect to include in the Award agreement as described in Section 4.2.

4.6 - TERMINATION OF BOARD SERVICE

(a) In the event a Participant’s Board service terminates during the Restriction Period by reason of death, Disability or Retirement, and the Participant had completed a minimum of one year of board service during the Restriction Period, all restrictions shall lapse on the full number of shares or units subject to restriction.

(b) If a Participant’s Board service is terminated during the Restriction Period for any reason other than one listed in (a) above, the Participant shall forfeit all shares or units subject to restriction.

(c) Notwithstanding Sections 4.6(a) and 4.6(b), in the event a Participant’s Board service is terminated during the Restriction Period under special circumstances recognized as such by the Committee, the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions.

4.7 - CHANGE IN CONTROL PROVISIONS

In the event of any Change in Control, all restrictions applicable to any outstanding Restricted Stock or RSU Awards shall lapse, and all outstanding Restricted Stock or RSU Awards shall Vest and be Earned, as of the date of such Change in Control.”

6 . Section 6.9 is hereby amended and restated to read in its entirety as follows:

“ 6.9 - TERMINATION OF BOARD SERVICE--CERTAIN FORFEITURES; CLAW-BACK

Notwithstanding any other provision of the Plan (other than provisions regarding Change in Control, including without limitation Sections 3.4(d) and 4.7, which shall apply in all events), a Participant shall have no right to exercise any Stock Option or receive payment of any or Restricted Stock or RSU Award if the Participant is discharged from Board service for willful, deliberate, or gross misconduct as determined by the Committee in its sole discretion. Furthermore, in any such case and notwithstanding any other provision of the Plan to the contrary, in the event that a Participant received or is entitled to cash or the delivery or Vesting of Common Stock pursuant to an Award during the 12 month period prior to the Participant’s discharge from

Board service, the Committee, in its sole discretion, may require the Participant to return or forfeit the cash and/or Common Stock received with respect to an Award (or its economic value as of: (i) the date of the exercise of Stock Options ; (ii) the date immediately following the end of the Restriction Period for Restricted Stock or RSU Awards or (iii) the date of grant or payment with respect to Stock Awards, as the case may be). The Committee’s right to require forfeiture under this Section 6.9 must be exercised within 90 days after discharge from Board service.

In addition to the foregoing, the Company may subject this Plan and any Awards made hereunder to any “claw-back policy” adopted subsequent to the date of this Plan.”

7 . Section 6.10 is hereby amended and restated to read in its entirety as follows:

“ 6.10 - SUBSTITUTED OR ASSUMED AWARDS.

Stock Options, Restricted Stock or RSU Awards may be granted under the Plan from time to time in substitution for stock options or restricted stock (or such options, restricted stock or restricted stock units may be assumed by the Company), held by current or former employees or directors, or other optionees or holders of restricted stock, of a corporation which becomes or is about to become an Affiliate of the Company as the result of a merger or consolidation of such corporation with the Company or one of its Affiliates, or the acquisition by the Company or one of its Affiliates of the assets of such corporation, or the acquisition by the Company or one of its Affiliates of stock of such corporation as the result of which it becomes an Affiliate. The terms and conditions of the Stock Options, Restricted Stock or RSU Awards so granted or assumed may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the options or restricted stock being substituted or assumed.”

8. Section 7.1 is hereby amended and restated to read in its entirety as follows:

“ 7.1 - AMENDMENT AND TERMINATION

The Board of Directors or the Committee may modify, amend, or terminate the Plan at any time except that, to the extent then required by applicable law, rule, regulation, or applicable listing requirements for the Company’s Common Stock, approval of the holders of a majority of shares of Common Stock represented in person or by proxy at a meeting of the shareholders will be required to increase the maximum number of shares of Common Stock available for distribution under the Plan (other than increases due to adjustments in accordance with the Plan) or to “materially amend” the Plan under applicable listing requirements for the Company’s Common Stock. No modification, amendment, or termination of the Plan shall adversely affect the rights of a Participant under a grant previously made to such Participant without the consent of such Participant.”

All other provisions of the Plan, except as amended herein, remain in full force and effect.

IN WITNESS WHEREOF , this Amendment No. 1 is executed by this 20th day of December, 2017.

FULTON FINANCIAL CORPORATION

By: _/s/ Bernadette M. Taylor______________

Name: Bernadette M. Taylor

Title: Senior Executive Vice President and

Chief Human Resources Officer

Exhibit 12

COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES



	For the Year Ended December 31,
	2017				2016				2015			2014			2013
Earnings:
Income before income taxes	$	234,454			$	208,249			$	199,423		$	210,500		$	212,925
Interest expense, including interest on deposits	93,502				82,328				83,795			81,211			82,495
Estimated interest component of net rental expense ⁽¹⁾	6,143				6,047				5,935			5,932			6,202
Amortization of debt discount (premium) and expenses, including amounts capitalized	855				617				585			334			315
Earnings	334,954				297,241				289,738			297,977			301,937

Less: Interest expense on deposits	(57,791		)		(44,693		)		(40,482		)	(35,110		)	(36,770		)
Earnings, excluding interest on deposits	$	277,163		v	$	252,548		v	$	249,256		$	262,867		$	265,167

Fixed Charges:
Interest expense, including capitalized interest	93,503				82,328				83,795			81,211			82,495
Interest portion of rent expense ⁽¹⁾	6,143				6,047				5,935			5,932			6,202
Amortization of debt discount (premium) and expenses, including amounts capitalized	855				617				585			334			315
Total fixed charges	100,501				88,992				90,315			87,477			89,012

Less: Interest expense on deposits	(57,791		)		(44,693		)		(40,482		)	(35,110		)	(36,770		)
Earnings, excluding interest on deposits	$	42,710			$	44,299			$	49,833		$	52,367		$	52,242

Earnings to fixed charges:
Including interest on deposits	3.33				3.34				3.21			3.41			3.39
Excluding interest on deposits	6.49				5.70				5.00			5.02			5.08

⁽¹⁾ The proportion, estimated at one-third, of rental expense deemed representative of interest.

The ratio of earnings to fixed charges is computed by dividing earnings by the aggregate of fixed charges. For purposes of computing these ratios, earnings consist of income before income taxes, plus fixed charges. Fixed charges consist of interest expense, the proportion, estimated at one-third, of rental expense deemed representative of interest, and amortization of premiums, discounts and capitalized expenses related to indebtedness.

Exhibit 21 - Subsidiaries of the Registrant

The following are the subsidiaries of Fulton Financial Corporation:



Subsidiary	State of Incorporation or Organization	Name Under Which Business is Conducted
Fulton Bank, N.A.	United States of America	FNB Bank, N.A.
One Penn Square		Fulton Financial Advisors
P.O. Box 4887		Clermont Wealth Strategies
Lancaster, Pennsylvania 17604		Fulton Mortgage Company

Swineford National Bank	United States of America	Swineford National Bank
1255 North Susquehanna Trail		Fulton Mortgage Company
P.O Box 241
Hummels Wharf, Pennsylvania 17831

Lafayette Ambassador Bank	Pennsylvania	Lafayette Ambassador Bank
2005 City Line Road		Fulton Mortgage Company
Bethlehem, Pennsylvania 18017

Fulton Financial Realty Company	Pennsylvania	Fulton Financial Realty Company
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604

FNB Bank, N.A.	United States of America	FNB Bank, N.A.
354 Mill Street		Fulton Mortgage Company
P.O. Box 279
Danville, Pennsylvania 17821

Central Pennsylvania Financial Corp.	Pennsylvania	Central Pennsylvania Financial Corp.
100 W. Independence Street
Shamokin, PA 17872

Fulton Bank of New Jersey	New Jersey	Fulton Bank of New Jersey
533 Fellowship Road		Fulton Mortgage Company
Mt. Laurel, NJ 08054

Exhibit 21 - Subsidiaries of the Registrant (Continued)



Subsidiary	State of Incorporation or Organization	Name Under Which Business is Conducted
FFC Management, Inc.	Delaware	FFC Management, Inc.
P.O. Box 609
Georgetown, DE 19947

Fulton Insurance Services Group, Inc.	Pennsylvania	Fulton Insurance Services Group, Inc.
One Penn Square
P.O. Box 7989
Lancaster, Pennsylvania 17604

FFC Penn Square, Inc.	Delaware	FFC Penn Square, Inc.
P.O. Box 609
Georgetown, DE 19947

The Columbia Bank	Maryland	The Columbia Bank
7168 Gateway Drive		Fulton Mortgage Company
Columbia, MD 21046

Columbia Bancorp Statutory Trust	Delaware	Columbia Bancorp Statutory Trust
7168 Gateway Drive
Columbia, MD 21046

Columbia Bancorp Statutory Trust II	Delaware	Columbia Bancorp Statutory Trust II
7168 Gateway Drive
Columbia, MD 21046

Columbia Bancorp Statutory Trust III	Delaware	Columbia Bancorp Statutory Trust III
7168 Gateway Drive
Columbia, MD 21046

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Fulton Financial Corporation:

We consent to the incorporation by reference in the registration statements (No. 333-05471, No. 333-05481, No. 333-44788, No. 333-81377, No. 333-64744, No. 333-76594, No. 333-76600, No. 333-76596, No. 333-107625, No. 333-114206, No. 333-116625, No. 333-121896, No. 333-126281, No. 333-131706, No. 333-135839, No. 333-145542, No. 333-168237, No. 333-175065, No. 333-189457, No. 333-128894 and No. 333-197728) on Form S-8 and on the registration statements (No. 333-37835, No. 333-61268, No. 333-123532, No. 333-130718, No. 333-156339, No. 333-189459, No. 333-189488, No. 333-156396, No. 333-197730 and No. 333-221393) on Form S-3 of Fulton Financial Corporation of our report dated March 1, 2018, with respect to the consolidated balance sheets of Fulton Financial Corporation as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2017, which report appears in the December 31, 2017 annual report on Form 10‑K of Fulton Financial Corporation.

/s/ KPMG LLP

Philadelphia, Pennsylvania

March 1, 2018

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, E. Philip Wenger certify that:


1.	I have reviewed this annual report on Form 10-K 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:	March 1, 2018	/s/ E. Philip Wenger
		E. Philip Wenger Chairman and Chief Executive Officer

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Philmer H. Rohrbaugh, certify that:


1.	I have reviewed this annual report on Form 10-K 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:	March 1, 2018	/s/ Philmer H. Rohrbaugh
		Philmer H. Rohrbaugh Senior Executive Vice President and Chief Financial Officer

Exhibit 32.1 – Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, E. Philip Wenger, Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-K of Fulton Financial Corporation, containing the consolidated financial statements for the year ended December 31, 2017 , fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

Dated: March 1, 2018

/s/ E. Philip Wenger

E. Philip Wenger

Chairman and Chief Executive Officer

Exhibit 32.2 – Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Philmer H. Rohrbaugh, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

Dated: March 1, 2018

/s/ Philmer H. Rohrbaugh

Philmer H. Rohrbaugh

Senior Executive Vice President and Chief Financial Officer