x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018,
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
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23-2195389
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Penn Square, P. O. Box 4887, Lancaster, Pennsylvania
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17604
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, $2.50 par value
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The NASDAQ Stock Market, LLC
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
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x
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Accelerated filer
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¨
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Emerging growth company
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Description
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Subsidiary
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Main Office
Location |
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Total
Assets |
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Total
Deposits |
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Branches
(1)
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|||||
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(dollars in millions)
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|||||||
Fulton Bank, N.A.
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Lancaster, PA
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$
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12,563
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$
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9,641
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122
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Fulton Bank of New Jersey
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Mt. Laurel, NJ
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4,182
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3,585
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61
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The Columbia Bank
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Columbia, MD
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2,540
|
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1,899
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|
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31
|
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Lafayette Ambassador Bank
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Bethlehem, PA
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1,579
|
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1,339
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20
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234
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(1)
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Remote service facilities (mainly stand-alone automated teller machines) are excluded. See additional information in Item 2. "Properties."
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Subsidiary
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State of Incorporation
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Total Assets
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(in thousands)
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Columbia Bancorp Statutory Trust
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Delaware
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$
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6,186
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Columbia Bancorp Statutory Trust II
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Delaware
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4,124
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Columbia Bancorp Statutory Trust III
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Delaware
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6,186
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No. of Financial
Institutions |
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Deposit Market Share
(June 30, 2018) (1) |
|||||||||
County
|
|
State
|
|
Population
(2019 Est.) |
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Banking Subsidiary
|
|
Banks/
Thrifts |
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Credit
Unions |
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Rank
|
|
%
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|||||
Berks
|
|
PA
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420,000
|
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Fulton Bank, N.A.
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17
|
|
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17
|
|
|
7
|
|
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3.8
|
%
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Bucks
|
|
PA
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630,000
|
|
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Fulton Bank, N.A.
|
|
34
|
|
|
29
|
|
|
14
|
|
|
1.9
|
%
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Centre
|
|
PA
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164,000
|
|
|
Fulton Bank, N.A.
|
|
16
|
|
|
6
|
|
|
10
|
|
|
2.8
|
%
|
Chester
|
|
PA
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|
523,000
|
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Fulton Bank, N.A.
|
|
28
|
|
|
15
|
|
|
13
|
|
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3.1
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%
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Columbia
|
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PA
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66,000
|
|
|
Fulton Bank, N.A.
|
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6
|
|
|
4
|
|
|
5
|
|
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4.0
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%
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Cumberland
|
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PA
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151,000
|
|
|
Fulton Bank, N.A.
|
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17
|
|
|
11
|
|
|
10
|
|
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2.1
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%
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Dauphin
|
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PA
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278,000
|
|
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Fulton Bank, N.A.
|
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17
|
|
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13
|
|
|
6
|
|
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5.3
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%
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Delaware
|
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PA
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566,000
|
|
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Fulton Bank, N.A.
|
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26
|
|
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21
|
|
|
27
|
|
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0.3
|
%
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Lancaster
|
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PA
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548,000
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|
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Fulton Bank, N.A.
|
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22
|
|
|
14
|
|
|
1
|
|
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26.8
|
%
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Lebanon
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PA
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141,000
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Fulton Bank, N.A.
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11
|
|
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6
|
|
|
1
|
|
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31.2
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%
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Lehigh
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PA
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370,000
|
|
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Lafayette Ambassador Bank
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|
21
|
|
|
18
|
|
|
7
|
|
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4.6
|
%
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Lycoming
|
|
PA
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113,000
|
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Fulton Bank, N.A.
|
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12
|
|
|
13
|
|
|
14
|
|
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1.0
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%
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Montgomery
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PA
|
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1,074,000
|
|
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Fulton Bank, N.A.
|
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38
|
|
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43
|
|
|
28
|
|
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0.2
|
%
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Montour
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PA
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18,000
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Fulton Bank, N.A.
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6
|
|
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3
|
|
|
2
|
|
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20.7
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%
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Northampton
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PA
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305,000
|
|
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Lafayette Ambassador Bank
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18
|
|
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18
|
|
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3
|
|
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12.8
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%
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Northumberland
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PA
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91,000
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Fulton Bank, N.A.
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18
|
|
|
4
|
|
|
7
|
|
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6.2
|
%
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Schuylkill
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PA
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141,000
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Fulton Bank, N.A.
|
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13
|
|
|
7
|
|
|
10
|
|
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4.3
|
%
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Snyder
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PA
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41,000
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Fulton Bank, N.A.
|
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8
|
|
|
1
|
|
|
2
|
|
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25.8
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%
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Union
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PA
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44,000
|
|
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Fulton Bank, N.A.
|
|
9
|
|
|
5
|
|
|
4
|
|
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8.1
|
%
|
York
|
|
PA
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449,000
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Fulton Bank, N.A.
|
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15
|
|
|
18
|
|
|
3
|
|
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11.7
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%
|
New Castle
|
|
DE
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564,000
|
|
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Fulton Bank, N.A.
|
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21
|
|
|
31
|
|
|
12
|
|
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1.2
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%
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Sussex
|
|
DE
|
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232,000
|
|
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Fulton Bank, N.A.
|
|
17
|
|
|
5
|
|
|
3
|
|
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9.2
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%
|
Anne Arundel
|
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MD
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|
580,000
|
|
|
The Columbia Bank
|
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26
|
|
|
14
|
|
|
19
|
|
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0.7
|
%
|
Baltimore
|
|
MD
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|
836,000
|
|
|
The Columbia Bank
|
|
29
|
|
|
23
|
|
|
11
|
|
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0.4
|
%
|
Baltimore City
|
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MD
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|
607,000
|
|
|
The Columbia Bank
|
|
24
|
|
|
28
|
|
|
18
|
|
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0.9
|
%
|
Cecil
|
|
MD
|
|
103,000
|
|
|
The Columbia Bank
|
|
7
|
|
|
4
|
|
|
2
|
|
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15.0
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%
|
Frederick
|
|
MD
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|
256,000
|
|
|
The Columbia Bank
|
|
16
|
|
|
7
|
|
|
15
|
|
|
1.0
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%
|
Howard
|
|
MD
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|
328,000
|
|
|
The Columbia Bank
|
|
19
|
|
|
10
|
|
|
4
|
|
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8.1
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%
|
Montgomery
|
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MD
|
|
832,000
|
|
|
The Columbia Bank
|
|
28
|
|
|
28
|
|
|
20
|
|
|
0.6
|
%
|
Prince George's
|
|
MD
|
|
920,000
|
|
|
The Columbia Bank
|
|
18
|
|
|
28
|
|
|
22
|
|
|
0.5
|
%
|
Washington
|
|
MD
|
|
151,000
|
|
|
The Columbia Bank
|
|
11
|
|
|
4
|
|
|
2
|
|
|
19.9
|
%
|
Atlantic
|
|
NJ
|
|
268,000
|
|
|
Fulton Bank of New Jersey
|
|
12
|
|
|
8
|
|
|
10
|
|
|
2.3
|
%
|
Burlington
|
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NJ
|
|
448,000
|
|
|
Fulton Bank of New Jersey
|
|
21
|
|
|
22
|
|
|
14
|
|
|
1.1
|
%
|
Camden
|
|
NJ
|
|
510,000
|
|
|
Fulton Bank of New Jersey
|
|
21
|
|
|
20
|
|
|
10
|
|
|
2.4
|
%
|
Cumberland
|
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NJ
|
|
253,000
|
|
|
Fulton Bank of New Jersey
|
|
11
|
|
|
7
|
|
|
13
|
|
|
1.9
|
%
|
Gloucester
|
|
NJ
|
|
293,000
|
|
|
Fulton Bank of New Jersey
|
|
22
|
|
|
9
|
|
|
2
|
|
|
13.0
|
%
|
|
|
|
|
|
|
|
|
No. of Financial
Institutions |
|
Deposit Market Share
(June 30, 2018) (1) |
|||||||||
County
|
|
State
|
|
Population
(2019 Est.) |
|
Banking Subsidiary
|
|
Banks/
Thrifts |
|
Credit
Unions |
|
Rank
|
|
%
|
|||||
Hunterdon
|
|
NJ
|
|
125,000
|
|
|
Fulton Bank of New Jersey
|
|
16
|
|
|
8
|
|
|
10
|
|
|
2.5
|
%
|
Mercer
|
|
NJ
|
|
376,000
|
|
|
Fulton Bank of New Jersey
|
|
25
|
|
|
30
|
|
|
17
|
|
|
0.8
|
%
|
Middlesex
|
|
NJ
|
|
848,000
|
|
|
Fulton Bank of New Jersey
|
|
43
|
|
|
44
|
|
|
30
|
|
|
0.3
|
%
|
Monmouth
|
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NJ
|
|
626,000
|
|
|
Fulton Bank of New Jersey
|
|
25
|
|
|
18
|
|
|
24
|
|
|
0.7
|
%
|
Morris
|
|
NJ
|
|
501,000
|
|
|
Fulton Bank of New Jersey
|
|
35
|
|
|
31
|
|
|
14
|
|
|
1.4
|
%
|
Ocean
|
|
NJ
|
|
604,000
|
|
|
Fulton Bank of New Jersey
|
|
19
|
|
|
11
|
|
|
15
|
|
|
1.3
|
%
|
Salem
|
|
NJ
|
|
62,000
|
|
|
Fulton Bank of New Jersey
|
|
6
|
|
|
5
|
|
|
1
|
|
|
30.6
|
%
|
Somerset
|
|
NJ
|
|
337,000
|
|
|
Fulton Bank of New Jersey
|
|
25
|
|
|
18
|
|
|
9
|
|
|
2.4
|
%
|
Warren
|
|
NJ
|
|
107,000
|
|
|
Fulton Bank of New Jersey
|
|
12
|
|
|
7
|
|
|
5
|
|
|
7.5
|
%
|
Chesapeake City
|
|
VA
|
|
245,000
|
|
|
Fulton Bank, N.A.
|
|
13
|
|
|
11
|
|
|
9
|
|
|
2.0
|
%
|
Fairfax
|
|
VA
|
|
1,155,000
|
|
|
Fulton Bank, N.A.
|
|
36
|
|
|
35
|
|
|
40
|
|
|
—
|
%
|
Henrico
|
|
VA
|
|
330,000
|
|
|
Fulton Bank, N.A.
|
|
22
|
|
|
18
|
|
|
22
|
|
|
0.8
|
%
|
Manassas
|
|
VA
|
|
42,000
|
|
|
Fulton Bank, N.A.
|
|
12
|
|
|
4
|
|
|
8
|
|
|
2.2
|
%
|
Newport News
|
|
VA
|
|
180,000
|
|
|
Fulton Bank, N.A.
|
|
12
|
|
|
9
|
|
|
15
|
|
|
0.4
|
%
|
Richmond City
|
|
VA
|
|
230,000
|
|
|
Fulton Bank, N.A.
|
|
15
|
|
|
15
|
|
|
14
|
|
|
0.2
|
%
|
Virginia Beach
|
|
VA
|
|
453,000
|
|
|
Fulton Bank, N.A.
|
|
15
|
|
|
16
|
|
|
10
|
|
|
1.5
|
%
|
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
|
•
|
Prohibiting federal banking regulators from imposing higher capital standards on High Volatility Commercial Real Estate ("HVCRE") exposures unless they are for acquisition, development or construction ("ADC"), and clarifying ADC status;
|
•
|
Requiring the federal banking agencies to develop a community bank leverage ratio of between 8 and 10 percent and providing that community banking organizations that have less than $10 billion in total consolidated assets, meet risk-based qualifying criteria, and comply with the new community bank leverage ratio framework will be deemed to have satisfied the otherwise applicable regulatory capital requirements;
|
•
|
Requiring the federal banking agencies to develop a rule to reduce regulatory reporting burden on small institutions of less than $5 billion in total consolidated assets by expanding the number of regulated institutions eligible for streamlined reporting;
|
•
|
Requiring the federal banking agencies to develop a rule to permit insured depository institutions with up to $3 billion in total assets, and that meet certain other criteria, to qualify for an 18-month on-site examination cycle;
|
•
|
Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000;
|
•
|
Providing that reciprocal deposits are not treated as brokered deposits in the case of a "well capitalized" institution that received a "outstanding" or "good" rating on its most recent examination to the extent the amount of such deposits does not exceed the lesser of $5 billion or 20% of the bank’s total liabilities;
|
•
|
Directing the Consumer Financial Protection Bureau to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes; and
|
•
|
Excluding community banks with $10 billion or less in total consolidated assets and total trading assets and liabilities of 5 percent or less of total consolidated assets from the restrictions of the Volcker Rule.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
Name
|
|
Age
(1)
|
|
Office Held and Term of Office
|
|
|
|
|
|
E. Philip Wenger
|
|
61
|
|
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.
|
|
|
|
|
|
Mark R. McCollom
|
|
54
|
|
Senior Executive Vice President and Chief Financial Officer of the Corporation since March of 2018. Mr. McCollom joined the Corporation in November 2017 as Senior Executive Vice President and Chief Financial Officer Designee. Before joining the corporation he was a Senior Managing Director, Chief Administrative Officer and COO of Griffin Financial Group, LLC. 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
|
|
50
|
|
President and Chief Operating Officer of the Corporation since January 1, 2018. Chairman and Chief Executive Officer of Fulton Bank, N.A. since May 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
|
|
57
|
|
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
|
|
58
|
|
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
|
|
54
|
|
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.
|
|
|
|
|
|
Angela M. Sargent
|
|
51
|
|
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.
|
|
|
|
|
|
Angela M. Snyder
|
|
54
|
|
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
|
|
62
|
|
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 later served as deputy general counsel at KeyCorp and chief counsel special projects at PNC Financial Services Group, Inc. He has more than 30 years of experience working in financial services law.
|
|
|
|
|
|
Bernadette M. Taylor
|
|
57
|
|
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.
|
•
|
In the current interest rate environment, it may become more difficult for the Corporation to further increase its net interest margin or its net interest margin may come under downward pressure. 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; and
|
•
|
The Corporation may seek to supplement organic growth through acquisitions, but may not be able to identify suitable acquisition opportunities, obtain the required regulatory approvals or successfully integrate acquired businesses.
|
•
|
The possible loss of key employees and customers of the acquired business;
|
•
|
Potential disruption of the acquired business and the Corporation's business;
|
•
|
Potential changes in banking or tax laws or regulations that may affect the acquired business including, without limitation, liabilities for regulatory and compliance issues;
|
•
|
Exposure to potential asset quality issues of the acquired business;
|
•
|
Potential exposure to unknown or contingent liabilities of the acquired business; and
|
•
|
Potential difficulties in integrating the acquired business, resulting in the diversion of resources from the operation of the Corporation's existing businesses.
|
Subsidiary Bank
|
|
Owned
|
|
Leased
|
|
Total Branches
|
|||
Fulton Bank, N.A.
|
|
54
|
|
|
68
|
|
|
122
|
|
Fulton Bank of New Jersey
|
|
34
|
|
|
27
|
|
|
61
|
|
The Columbia Bank
|
|
6
|
|
|
25
|
|
|
31
|
|
Lafayette Ambassador Bank
|
|
4
|
|
|
16
|
|
|
20
|
|
Total
|
|
98
|
|
|
136
|
|
|
234
|
|
Entity
|
|
Property
|
|
Location
|
|
Owned/Leased
|
Fulton Bank, N.A./Fulton Financial Corporation
|
|
Corporate Headquarters
|
|
Lancaster, PA
|
|
(1)
|
Fulton Financial Corporation
|
|
Operations Center
|
|
East Petersburg, PA
|
|
Owned
|
Fulton Bank, N.A.
|
|
Operations Center
|
|
Mantua, NJ
|
|
Owned
|
(1)
|
Includes approximately 100,000 square feet which is owned by an independent third party who financed the construction through a loan from Fulton Bank, N.A. The Corporation is leasing this space from the third party in an arrangement accounted for as a capital lease. The lease term expires in 2027. The Corporation owns the remainder of the Corporate Headquarters location. This property also includes a Fulton Bank, N.A. branch, which is included in the preceding table.
|
|
|
Price Range
|
|
Per
Share Dividend |
||||||||
|
|
High
|
|
Low
|
|
|||||||
2018
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
19.55
|
|
|
$
|
17.05
|
|
|
$
|
0.12
|
|
Second Quarter
|
|
18.02
|
|
|
16.50
|
|
|
0.12
|
|
|||
Third Quarter
|
|
18.45
|
|
|
15.05
|
|
|
0.12
|
|
|||
Fourth Quarter
|
|
17.60
|
|
|
14.38
|
|
|
0.16
|
|
|||
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
|
|
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
|
|
2,027,261
|
|
|
$
|
10.75
|
|
|
12,615,906
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,027,261
|
|
|
$
|
10.75
|
|
|
12,615,906
|
|
|
|
Year Ending December 31
|
||||||||||||||||||||||
Index
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Fulton Financial Corporation
|
|
$
|
100.00
|
|
|
$
|
97.14
|
|
|
$
|
105.34
|
|
|
$
|
156.46
|
|
|
$
|
152.80
|
|
|
$
|
136.33
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
113.69
|
|
|
$
|
115.26
|
|
|
$
|
129.05
|
|
|
$
|
157.22
|
|
|
$
|
150.33
|
|
NASDAQ Bank Index
|
|
$
|
100.00
|
|
|
$
|
111.83
|
|
|
$
|
114.30
|
|
|
$
|
144.63
|
|
|
$
|
171.24
|
|
|
$
|
143.15
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
|
||||||
October 1, 2018 to October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
31,491,674
|
|
November 1, 2018 to November 30, 2018
|
|
1,884,406
|
|
|
16.71
|
|
|
1,884,406
|
|
|
75,000,000
|
|
||
December 1, 2018 to December 31, 2018
|
|
4,111,813
|
|
|
15.49
|
|
|
4,111,813
|
|
|
11,322,254
|
|
||
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
SUMMARY OF INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
758,514
|
|
|
$
|
668,866
|
|
|
$
|
603,100
|
|
|
$
|
583,789
|
|
|
$
|
596,078
|
|
Interest expense
|
128,058
|
|
|
93,502
|
|
|
82,328
|
|
|
83,795
|
|
|
81,211
|
|
|||||
Net interest income
|
630,456
|
|
|
575,364
|
|
|
520,772
|
|
|
499,994
|
|
|
514,867
|
|
|||||
Provision for credit losses
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|
2,250
|
|
|
12,500
|
|
|||||
Investment securities gains, net
|
37
|
|
|
9,071
|
|
|
2,550
|
|
|
9,066
|
|
|
2,041
|
|
|||||
Non-interest income, excluding investment securities gains
|
195,488
|
|
|
198,903
|
|
|
187,628
|
|
|
172,773
|
|
|
165,338
|
|
|||||
Loss on redemption of trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
5,626
|
|
|
—
|
|
|||||
Non-interest expense, excluding loss on redemption of trust preferred securities
|
546,104
|
|
|
525,579
|
|
|
489,519
|
|
|
474,534
|
|
|
459,246
|
|
|||||
Income before income taxes
|
232,970
|
|
|
234,454
|
|
|
208,249
|
|
|
199,423
|
|
|
210,500
|
|
|||||
Income taxes
|
24,577
|
|
|
62,701
|
|
|
46,624
|
|
|
49,921
|
|
|
52,606
|
|
|||||
Net income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,502
|
|
|
$
|
157,894
|
|
PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (basic)
|
$
|
1.19
|
|
|
$
|
0.98
|
|
|
$
|
0.93
|
|
|
$
|
0.85
|
|
|
$
|
0.85
|
|
Net income (diluted)
|
1.18
|
|
|
0.98
|
|
|
0.93
|
|
|
0.85
|
|
|
0.84
|
|
|||||
Cash dividends
|
0.52
|
|
|
0.47
|
|
|
0.41
|
|
|
0.38
|
|
|
0.34
|
|
|||||
RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.03
|
%
|
|
0.88
|
%
|
|
0.88
|
%
|
|
0.86
|
%
|
|
0.93
|
%
|
|||||
Return on average equity
|
9.24
|
|
|
7.83
|
|
|
7.69
|
|
|
7.38
|
|
|
7.62
|
|
|||||
Return on average tangible equity
(1)
|
12.09
|
|
|
10.33
|
|
|
10.30
|
|
|
10.01
|
|
|
10.31
|
|
|||||
Net interest margin
|
3.40
|
|
|
3.28
|
|
|
3.18
|
|
|
3.21
|
|
|
3.39
|
|
|||||
Efficiency ratio
(1)
|
63.8
|
|
|
64.5
|
|
|
67.2
|
|
|
68.6
|
|
|
65.7
|
|
|||||
Dividend payout ratio
|
44.1
|
|
|
48.0
|
|
|
44.1
|
|
|
44.7
|
|
|
40.5
|
|
|||||
PERIOD-END BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
|
$
|
18,944,247
|
|
|
$
|
17,914,718
|
|
|
$
|
17,124,767
|
|
Investment securities
|
2,686,973
|
|
|
2,547,956
|
|
|
2,559,227
|
|
|
2,484,773
|
|
|
2,323,371
|
|
|||||
Loans, net of unearned income
|
16,165,800
|
|
|
15,768,247
|
|
|
14,699,272
|
|
|
13,838,602
|
|
|
13,111,716
|
|
|||||
Deposits
|
16,376,159
|
|
|
15,797,532
|
|
|
15,012,864
|
|
|
14,132,317
|
|
|
13,367,506
|
|
|||||
Short-term borrowings
|
754,777
|
|
|
617,524
|
|
|
541,317
|
|
|
497,663
|
|
|
329,719
|
|
|||||
FHLB advances and long-term debt
|
992,279
|
|
|
1,038,346
|
|
|
929,403
|
|
|
949,542
|
|
|
1,139,413
|
|
|||||
Shareholders’ equity
|
2,247,573
|
|
|
2,229,857
|
|
|
2,121,115
|
|
|
2,041,894
|
|
|
1,996,665
|
|
|||||
AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
20,183,202
|
|
|
$
|
19,580,367
|
|
|
$
|
18,371,173
|
|
|
$
|
17,406,843
|
|
|
$
|
16,959,507
|
|
Investment securities
|
2,662,800
|
|
|
2,547,914
|
|
|
2,469,564
|
|
|
2,347,810
|
|
|
2,485,292
|
|
|||||
Loans, net of unearned income
|
15,815,263
|
|
|
15,236,612
|
|
|
14,128,064
|
|
|
13,330,973
|
|
|
12,885,180
|
|
|||||
Deposits
|
15,832,606
|
|
|
15,481,221
|
|
|
14,585,545
|
|
|
13,747,113
|
|
|
12,867,663
|
|
|||||
Short-term borrowings
|
785,923
|
|
|
533,564
|
|
|
395,727
|
|
|
323,772
|
|
|
832,839
|
|
|||||
FHLB advances and long-term debt
|
977,573
|
|
|
1,034,444
|
|
|
959,142
|
|
|
1,023,972
|
|
|
965,601
|
|
|||||
Shareholders’ equity
|
2,255,764
|
|
|
2,193,863
|
|
|
2,100,634
|
|
|
2,026,883
|
|
|
2,071,640
|
|
(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.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per share data and percentages)
|
||||||||||||||||||
Return on average tangible equity
|
|||||||||||||||||||
Net income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,502
|
|
|
$
|
157,894
|
|
Plus: Intangible amortization, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
818
|
|
|||||
Numerator
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,663
|
|
|
$
|
158,712
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average common shareholders' equity
|
$
|
2,255,764
|
|
|
$
|
2,193,863
|
|
|
$
|
2,100,634
|
|
|
$
|
2,026,883
|
|
|
$
|
2,071,640
|
|
Less: Average goodwill and intangible assets
|
(531,556
|
)
|
|
(531,556
|
)
|
|
(531,556
|
)
|
|
(531,618
|
)
|
|
(532,425
|
)
|
|||||
Average tangible shareholders' equity (denominator)
|
$
|
1,724,208
|
|
|
$
|
1,662,307
|
|
|
$
|
1,569,078
|
|
|
$
|
1,495,265
|
|
|
$
|
1,539,215
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average tangible equity
|
12.09
|
%
|
|
10.33
|
%
|
|
10.30
|
%
|
|
10.01
|
%
|
|
10.31
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest expense
|
$
|
546,104
|
|
|
$
|
525,579
|
|
|
$
|
489,519
|
|
|
$
|
480,160
|
|
|
$
|
459,246
|
|
Less: Amortization of tax credit investments
|
(11,449
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Intangible amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
(1,259
|
)
|
|||||
Less: Loss on redemption of trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,626
|
)
|
|
—
|
|
|||||
Numerator
|
$
|
534,655
|
|
|
$
|
514,551
|
|
|
$
|
489,519
|
|
|
$
|
474,287
|
|
|
$
|
457,987
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income (fully taxable equivalent)
(1)
|
$
|
642,577
|
|
|
$
|
598,565
|
|
|
$
|
541,271
|
|
|
$
|
518,464
|
|
|
$
|
532,322
|
|
Plus: Total Non-interest income
|
195,525
|
|
|
207,974
|
|
|
190,178
|
|
|
181,839
|
|
|
167,379
|
|
|||||
Less: Investment securities gains, net
|
(37
|
)
|
|
(9,071
|
)
|
|
(2,550
|
)
|
|
(9,066
|
)
|
|
(2,041
|
)
|
|||||
Denominator
|
$
|
838,065
|
|
|
$
|
797,468
|
|
|
$
|
728,899
|
|
|
$
|
691,237
|
|
|
$
|
697,660
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
63.8
|
%
|
|
64.5
|
%
|
|
67.2
|
%
|
|
68.6
|
%
|
|
65.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing assets to tangible equity and allowance for credit losses ("Texas Ratio")
|
|||||||||||||||||||
Non-performing assets (numerator)
|
$
|
150,196
|
|
|
$
|
144,582
|
|
|
$
|
144,453
|
|
|
$
|
155,913
|
|
|
$
|
150,504
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
1,716,017
|
|
|
$
|
1,698,301
|
|
|
$
|
1,589,559
|
|
|
$
|
1,510,338
|
|
|
$
|
1,464,862
|
|
Plus: Allowance for credit losses
|
169,410
|
|
|
176,084
|
|
|
171,325
|
|
|
171,412
|
|
|
185,931
|
|
|||||
Tangible equity and allowance for credit losses (denominator)
|
$
|
1,885,427
|
|
|
$
|
1,874,385
|
|
|
$
|
1,760,884
|
|
|
$
|
1,681,750
|
|
|
$
|
1,650,793
|
|
Texas Ratio
|
7.97
|
%
|
|
7.71
|
%
|
|
8.20
|
%
|
|
9.27
|
%
|
|
9.12
|
%
|
•
|
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 planned phasing out of LIBOR as a benchmark reference rate;
|
•
|
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, the assessment of fines and penalties, the imposition sanctions and the need to undertake remedial actions;
|
•
|
the additional time, expense and investment required to comply with, and the restrictions on potential growth and investment activities resulting from, the existing enforcement order applicable to the Parent Company and its bank subsidiary, Lafayette Ambassador Bank, issued by the Federal Reserve Board 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 and in Congress, 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, and the impact of the significant implementation costs the Corporation expects to incur in connection with those consolidations;
|
•
|
the Corporation’s ability to achieve its growth plans;
|
•
|
completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;
|
•
|
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.
|
|
2018
|
|
2017
|
||||
Net income (in thousands)
|
$
|
208,393
|
|
|
$
|
171,753
|
|
Diluted net income per share
|
$
|
1.18
|
|
|
$
|
0.98
|
|
Return on average assets
|
1.03
|
%
|
|
0.88
|
%
|
||
Return on average equity
|
9.24
|
%
|
|
7.83
|
%
|
||
Return on average tangible equity
(1)
|
12.09
|
%
|
|
10.33
|
%
|
||
Net interest margin
(2)
|
3.40
|
%
|
|
3.28
|
%
|
||
Efficiency ratio
(1)
|
63.8
|
%
|
|
64.5
|
%
|
||
Non-performing assets to total assets
|
0.73
|
%
|
|
0.72
|
%
|
||
Annualized net charge-offs to average loans
|
0.34
|
%
|
|
0.12
|
%
|
(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 21% and 35% Federal tax rate and statutory interest expense disallowances for 2018 and 2017, respectively. See also the "Net Interest Income" section of Management’s Discussion.
|
•
|
Net Income Per Share Growth
- Diluted net income per share increased
$0.20
, or
20.4%
, to
$1.18
in 2018 compared to
$0.98
in
2017
. This increase was due to an increase in net income of
$36.6 million
, or
21.3%
, partially offset by the impact of a
611,000
, or
0.3%
, increase in weighted average diluted shares outstanding in comparison to
2017
. The increase in net income was driven by a
$55.1 million
, or
9.6%
, increase in net interest income and a
$38.1 million
decrease in income tax expense, mainly as a result of tax reform legislation, partially offset by a
$23.6 million
increase in the provision for credit losses, a $3.4 million decrease in non-interest income, a
$9.0 million
decrease in investment securities gains, and a
$20.5 million
, or
3.9%
, increase in non-interest expense.
|
•
|
Net Interest Income Growth
- The
$55.1 million
increase in net interest income resulted from a 12 basis point increase in the net interest margin, reflecting the impact of multiple increases to the federal funds target rate ("Fed Funds Rate") by the Federal Reserve Board in
2017
and
2018
, and growth in interest-earning assets.
|
◦
|
Net Interest Margin
- For the year ended
December 31, 2018
, the net interest margin increased
12
basis points, or
3.7%
, in comparison to
2017
, driven by a
29
basis point increase in yields on interest-earning assets, partially offset by a 22 basis point increase in the cost of interest-bearing liabilities.
|
◦
|
Loan Growth
- Average loans increased
$578.7 million
, or
3.8%
, in comparison to
2017
, with notable increases in residential and commercial mortgages. The Corporation's loan growth occurred throughout all of its geographic markets.
|
◦
|
Deposit Growth
- Average deposits increased
$351.4 million
, or
2.3%
, in comparison to
2017
. The increase was the result of growth in interest-bearing demand and savings accounts, partially offset by decreases in noninterest-bearing demand and time deposits. At
December 31, 2018
, the loan-to-deposit ratio was to
98.7%
, as compared to
99.8%
at
December 31, 2017
.
|
•
|
Provision for Credit Losses
- The provision for credit losses increased
$23.6 million
, to
$46.9 million
, for the year ended
December 31, 2018
. Included in the provision for credit losses for the year ended December 31, 2018 was a $36.8 million provision related to fraud committed by a single, large commercial relationship ("Commercial Relationship"). Excluding this loss, the provision for credit losses would have been $10.1 million, or $13.2 million, lower than 2017.
|
•
|
Non-Interest Income
- Non-interest income, excluding securities gains, decreased
$3.4 million
, or
1.7%
, in comparison to
2017
. Non-interest income in 2017 included a $5.1 million litigation settlement gain. In addition, 2018 saw lower commercial loan interest rate swaps, overdraft fees and small business administration ("SBA") lending income. These decreases were partially offset by increases in investment management and trust services and merchant fees.
|
•
|
Investment Securities Gains
- Investment securities gains totaled
$37,000
in 2018, as compared to
$9.1 million
in
2017
. In 2017, gains on the sales of financial institution common stocks of $13.6 million were partially offset by approximately
|
•
|
Non-Interest Expense
- Non-interest expense increased
$20.5 million
, or
3.9%
, in comparison to
2017
, driven largely by higher salaries and employee benefits expense, other outside services and data processing and software expenses. Partially offsetting these increases was a reduction in other expenses, which included a $4.8 million write-off of accumulated capital expenditures related to in-process technology initiatives in commercial banking in 2017.
|
•
|
Income Taxes
- Income tax expense for
2018
resulted in an effective tax rate ("ETR") of
10.5%
, as compared to
26.7%
for
2017
. The decrease in the ETR was primarily a result of the reduction of the U.S. corporate income tax rate following the passage of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), which lowered the U.S. corporate income tax rate from a top rate of 35% to a flat rate of 21%. Income tax expense for 2017 also included additional expense of $15.6 million from the remeasurement of net deferred tax assets as a result of the Tax Act.
|
•
|
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 losses methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in the loan.
|
•
|
Proper collateral valuation of impaired loans evaluated for impairment under FASB ASC Section 310-10-35.
Substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million are measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial loans. Commercial loans may also be secured by real property.
|
•
|
Proper measurement of allowance needs for pools of loans 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, home equity loans and indirect automobile loans.
|
•
|
Overall assessment of the risk profile of the loan portfolio.
The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. 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.
|
•
|
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.
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
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)
|
$
|
15,815,263
|
|
|
$
|
691,954
|
|
|
4.38
|
%
|
|
$
|
15,236,612
|
|
|
$
|
620,803
|
|
|
4.07
|
%
|
|
$
|
14,128,064
|
|
|
$
|
558,472
|
|
|
3.95
|
%
|
Taxable investment securities
(3)
|
2,246,555
|
|
|
56,039
|
|
|
2.49
|
|
|
2,132,426
|
|
|
47,029
|
|
|
2.21
|
|
|
2,128,497
|
|
|
44,975
|
|
|
2.11
|
|
||||||
Tax-exempt investment securities
(3)
|
416,119
|
|
|
15,285
|
|
|
3.65
|
|
|
407,157
|
|
|
17,794
|
|
|
4.37
|
|
|
327,098
|
|
|
14,865
|
|
|
4.54
|
|
||||||
Equity securities
(3)
|
126
|
|
|
5
|
|
|
3.97
|
|
|
8,331
|
|
|
500
|
|
|
6.00
|
|
|
13,969
|
|
|
780
|
|
|
5.58
|
|
||||||
Total investment securities
|
2,662,800
|
|
|
71,329
|
|
|
2.68
|
|
|
2,547,914
|
|
|
65,323
|
|
|
2.56
|
|
|
2,469,564
|
|
|
60,620
|
|
|
2.45
|
|
||||||
Loans held for sale
|
22,970
|
|
|
1,159
|
|
|
5.05
|
|
|
20,008
|
|
|
876
|
|
|
4.38
|
|
|
19,697
|
|
|
728
|
|
|
3.70
|
|
||||||
Other interest-earning assets
|
382,569
|
|
|
6,193
|
|
|
1.62
|
|
|
451,015
|
|
|
5,066
|
|
|
1.12
|
|
|
407,471
|
|
|
3,779
|
|
|
0.93
|
|
||||||
Total interest-earning assets
|
18,883,602
|
|
|
770,635
|
|
|
4.08
|
|
|
18,255,549
|
|
|
692,068
|
|
|
3.79
|
|
|
17,024,796
|
|
|
623,599
|
|
|
3.66
|
|
||||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and due from banks
|
104,595
|
|
|
|
|
|
|
108,523
|
|
|
|
|
|
|
104,772
|
|
|
|
|
|
||||||||||||
Premises and equipment
|
231,762
|
|
|
|
|
|
|
219,960
|
|
|
|
|
|
|
227,047
|
|
|
|
|
|
||||||||||||
Other assets
(3)
|
1,123,857
|
|
|
|
|
|
|
1,168,759
|
|
|
|
|
|
|
1,179,437
|
|
|
|
|
|
||||||||||||
Less: Allowance for loan losses
|
(160,614
|
)
|
|
|
|
|
|
(172,424
|
)
|
|
|
|
|
|
(164,879
|
)
|
|
|
|
|
||||||||||||
Total Assets
|
$
|
20,183,202
|
|
|
|
|
|
|
$
|
19,580,367
|
|
|
|
|
|
|
$
|
18,371,173
|
|
|
|
|
|
|||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
$
|
4,063,929
|
|
|
$
|
22,789
|
|
|
0.56
|
%
|
|
$
|
3,831,865
|
|
|
$
|
12,976
|
|
|
0.34
|
%
|
|
$
|
3,552,886
|
|
|
$
|
6,654
|
|
|
0.19
|
%
|
Savings deposits
|
4,684,023
|
|
|
27,226
|
|
|
0.58
|
|
|
4,468,205
|
|
|
13,477
|
|
|
0.30
|
|
|
4,054,970
|
|
|
7,981
|
|
|
0.20
|
|
||||||
Brokered deposits
|
121,863
|
|
|
2,480
|
|
|
2.04
|
|
|
49,126
|
|
|
613
|
|
|
1.25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Time deposits
|
2,675,670
|
|
|
35,217
|
|
|
1.32
|
|
|
2,721,724
|
|
|
30,726
|
|
|
1.13
|
|
|
2,825,722
|
|
|
30,058
|
|
|
1.06
|
|
||||||
Total interest-bearing deposits
|
11,545,485
|
|
|
87,712
|
|
|
0.76
|
|
|
11,070,920
|
|
|
57,792
|
|
|
0.52
|
|
|
10,433,578
|
|
|
44,693
|
|
|
0.43
|
|
||||||
Short-term borrowings
|
785,923
|
|
|
8,489
|
|
|
1.07
|
|
|
533,564
|
|
|
2,779
|
|
|
0.52
|
|
|
395,727
|
|
|
855
|
|
|
0.21
|
|
||||||
Long-term debt
|
977,573
|
|
|
31,857
|
|
|
3.26
|
|
|
1,034,444
|
|
|
32,932
|
|
|
3.18
|
|
|
959,142
|
|
|
36,780
|
|
|
3.83
|
|
||||||
Total interest-bearing liabilities
|
13,308,981
|
|
|
128,058
|
|
|
0.96
|
|
|
12,638,928
|
|
|
93,503
|
|
|
0.74
|
|
|
11,788,447
|
|
|
82,328
|
|
|
0.70
|
|
||||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
4,287,121
|
|
|
|
|
|
|
4,410,301
|
|
|
|
|
|
|
4,151,967
|
|
|
|
|
|
||||||||||||
Other
|
331,336
|
|
|
|
|
|
|
337,275
|
|
|
|
|
|
|
330,125
|
|
|
|
|
|
||||||||||||
Total Liabilities
|
17,927,438
|
|
|
|
|
|
|
17,386,504
|
|
|
|
|
|
|
16,270,539
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
2,255,764
|
|
|
|
|
|
|
2,193,863
|
|
|
|
|
|
|
2,100,634
|
|
|
|
|
|
||||||||||||
Total Liabilities and Shareholders' Equity
|
$
|
20,183,202
|
|
|
|
|
|
|
$
|
19,580,367
|
|
|
|
|
|
|
$
|
18,371,173
|
|
|
|
|
|
|||||||||
Net interest income/net interest margin (FTE)
|
|
|
642,577
|
|
|
3.40
|
%
|
|
|
|
598,565
|
|
|
3.28
|
%
|
|
|
|
541,271
|
|
|
3.18
|
%
|
|||||||||
Tax equivalent adjustment
|
|
|
(12,121
|
)
|
|
|
|
|
|
(23,201
|
)
|
|
|
|
|
|
(20,499
|
)
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
630,456
|
|
|
|
|
|
|
$
|
575,364
|
|
|
|
|
|
|
$
|
520,772
|
|
|
|
|
2018 vs. 2017 Increase (decrease) due to change in
|
|
2017 vs. 2016 Increase (decrease) due to change in
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||
Interest income on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
$
|
24,166
|
|
|
$
|
46,985
|
|
|
$
|
71,151
|
|
|
$
|
44,822
|
|
|
$
|
17,509
|
|
|
$
|
62,331
|
|
Taxable investment securities
|
2,622
|
|
|
6,388
|
|
|
9,010
|
|
|
83
|
|
|
1,971
|
|
|
2,054
|
|
||||||
Tax-exempt investment securities
|
395
|
|
|
(2,904
|
)
|
|
(2,509
|
)
|
|
3,268
|
|
|
(339
|
)
|
|
2,929
|
|
||||||
Equity securities
|
(368
|
)
|
|
(127
|
)
|
|
(495
|
)
|
|
(309
|
)
|
|
29
|
|
|
(280
|
)
|
||||||
Loans held for sale
|
139
|
|
|
144
|
|
|
283
|
|
|
12
|
|
|
136
|
|
|
148
|
|
||||||
Other interest-earning assets
|
(854
|
)
|
|
1,981
|
|
|
1,127
|
|
|
433
|
|
|
854
|
|
|
1,287
|
|
||||||
Total interest income
|
$
|
26,100
|
|
|
$
|
52,467
|
|
|
$
|
78,567
|
|
|
$
|
48,309
|
|
|
$
|
20,160
|
|
|
$
|
68,469
|
|
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Demand deposits
|
$
|
842
|
|
|
$
|
8,971
|
|
|
$
|
9,813
|
|
|
$
|
562
|
|
|
$
|
5,760
|
|
|
$
|
6,322
|
|
Savings deposits
|
683
|
|
|
13,066
|
|
|
13,749
|
|
|
884
|
|
|
4,612
|
|
|
5,496
|
|
||||||
Brokered deposits
|
1,311
|
|
|
556
|
|
|
1,867
|
|
|
613
|
|
|
—
|
|
|
613
|
|
||||||
Time deposits
|
(527
|
)
|
|
5,018
|
|
|
4,491
|
|
|
(781
|
)
|
|
1,449
|
|
|
668
|
|
||||||
Short-term borrowings
|
1,746
|
|
|
3,964
|
|
|
5,710
|
|
|
379
|
|
|
1,545
|
|
|
1,924
|
|
||||||
Long-term debt
|
(1,839
|
)
|
|
764
|
|
|
(1,075
|
)
|
|
1,732
|
|
|
(5,580
|
)
|
|
(3,848
|
)
|
||||||
Total interest expense
|
$
|
2,216
|
|
|
$
|
32,339
|
|
|
$
|
34,555
|
|
|
$
|
3,389
|
|
|
$
|
7,786
|
|
|
$
|
11,175
|
|
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.
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance
|
|||||||||||
|
2018
|
|
2017
|
|
||||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate - commercial mortgage
|
$
|
6,314,349
|
|
|
4.38
|
%
|
|
$
|
6,161,731
|
|
|
4.04
|
%
|
|
$
|
152,618
|
|
|
2.5
|
%
|
Commercial - industrial, financial and agricultural
|
4,314,584
|
|
|
4.32
|
|
|
4,236,810
|
|
|
4.01
|
|
|
77,774
|
|
|
1.8
|
|
|||
Real estate - residential mortgage
|
2,085,258
|
|
|
3.93
|
|
|
1,779,270
|
|
|
3.80
|
|
|
305,988
|
|
|
17.2
|
|
|||
Real estate - home equity
|
1,493,620
|
|
|
4.91
|
|
|
1,582,705
|
|
|
4.38
|
|
|
(89,085
|
)
|
|
(5.6
|
)
|
|||
Real estate - construction
|
965,835
|
|
|
4.45
|
|
|
921,879
|
|
|
4.08
|
|
|
43,956
|
|
|
4.8
|
|
|||
Consumer
|
361,186
|
|
|
4.54
|
|
|
304,162
|
|
|
4.99
|
|
|
57,024
|
|
|
18.7
|
|
|||
Leasing
|
270,967
|
|
|
4.60
|
|
|
244,740
|
|
|
4.45
|
|
|
26,227
|
|
|
10.7
|
|
|||
Other
|
9,464
|
|
|
N/A
|
|
5,315
|
|
|
N/A
|
|
4,149
|
|
|
78.1
|
|
|||||
Total
|
$
|
15,815,263
|
|
|
4.38
|
%
|
|
$
|
15,236,612
|
|
|
4.07
|
%
|
|
$
|
578,651
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in Balance
|
|||||||||||
|
2018
|
|
2017
|
|
||||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Customer repurchase agreements
|
$
|
137,198
|
|
|
0.20
|
%
|
|
$
|
188,769
|
|
|
0.12
|
%
|
|
$
|
(51,571
|
)
|
|
(27.3
|
)%
|
Customer short-term promissory notes
|
309,470
|
|
|
0.60
|
|
|
108,649
|
|
|
0.31
|
|
|
200,821
|
|
|
184.8
|
|
|||
Total short-term customer funding
|
446,668
|
|
|
0.48
|
|
|
297,418
|
|
|
0.19
|
|
|
149,250
|
|
|
50.2
|
|
|||
Federal funds purchased
|
229,715
|
|
|
1.70
|
|
|
163,102
|
|
|
0.92
|
|
|
66,613
|
|
|
40.8
|
|
|||
Short-term FHLB advances
(1)
|
109,540
|
|
|
2.20
|
|
|
73,044
|
|
|
0.94
|
|
|
36,496
|
|
|
50.0
|
|
|||
Total short-term borrowings
|
785,923
|
|
|
1.07
|
|
|
533,564
|
|
|
0.52
|
|
|
252,359
|
|
|
47.3
|
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB advances
|
590,948
|
|
|
2.46
|
|
|
640,737
|
|
|
2.31
|
|
|
(49,789
|
)
|
|
(7.8
|
)
|
|||
Other long-term debt
|
386,625
|
|
|
4.47
|
|
|
393,707
|
|
|
4.61
|
|
|
(7,082
|
)
|
|
(1.8
|
)
|
|||
Total long-term debt
|
977,573
|
|
|
3.26
|
|
|
1,034,444
|
|
|
3.18
|
|
|
(56,871
|
)
|
|
(5.5
|
)
|
|||
Total
|
$
|
1,763,496
|
|
|
2.29
|
%
|
|
$
|
1,568,008
|
|
|
2.28
|
%
|
|
$
|
195,488
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance
|
|||||||||||
|
2017
|
|
2016
|
|
||||||||||||||||
|
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 - home equity
|
1,582,705
|
|
|
4.38
|
|
|
1,651,112
|
|
|
4.08
|
|
|
(68,407
|
)
|
|
(4.1
|
)
|
|||
Real estate - residential mortgage
|
1,779,270
|
|
|
3.80
|
|
|
1,464,744
|
|
|
3.77
|
|
|
314,526
|
|
|
21.5
|
|
|||
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
|
244,740
|
|
|
4.45
|
|
|
190,675
|
|
|
4.73
|
|
|
54,065
|
|
|
28.4
|
|
|||
Leasing and other
|
5,315
|
|
|
N/A
|
|
3,009
|
|
|
N/A
|
|
2,306
|
|
|
76.6
|
|
|||||
Total
|
$
|
15,236,612
|
|
|
4.07
|
%
|
|
$
|
14,128,064
|
|
|
3.95
|
%
|
|
$
|
1,108,548
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance
|
||||||||||||
|
2017
|
|
2016
|
|
|||||||||||||||||
|
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
|
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
|
%
|
|
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 borrowings
|
$
|
1,568,008
|
|
|
2.28
|
%
|
|
$
|
1,354,869
|
|
|
2.78
|
%
|
|
$
|
213,139
|
|
|
15.7
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Investment management and trust services
|
$
|
52,148
|
|
|
$
|
49,249
|
|
|
$
|
2,899
|
|
|
5.9
|
%
|
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Merchant fees
|
18,407
|
|
|
16,845
|
|
|
1,562
|
|
|
9.3
|
|
|||
Debit card income
|
12,712
|
|
|
11,905
|
|
|
807
|
|
|
6.8
|
|
|||
Commercial loan interest rate swap fees
|
9,831
|
|
|
11,694
|
|
|
(1,863
|
)
|
|
(15.9
|
)
|
|||
Letter of credit fees
|
3,932
|
|
|
4,403
|
|
|
(471
|
)
|
|
(10.7
|
)
|
|||
Foreign exchange income
|
2,150
|
|
|
1,759
|
|
|
391
|
|
|
22.2
|
|
|||
Other
|
6,745
|
|
|
6,253
|
|
|
492
|
|
|
7.9
|
|
|||
Total other service charges and fees
|
53,777
|
|
|
52,859
|
|
|
918
|
|
|
1.7
|
|
|||
Service charges on deposit accounts:
|
|
|
|
|
|
|
|
|||||||
Overdraft fees
|
20,836
|
|
|
22,569
|
|
|
(1,733
|
)
|
|
(7.7
|
)
|
|||
Cash management fees
|
17,581
|
|
|
14,444
|
|
|
3,137
|
|
|
21.7
|
|
|||
Other
|
10,472
|
|
|
13,993
|
|
|
(3,521
|
)
|
|
(25.2
|
)
|
|||
Total service charges on deposit accounts
|
48,889
|
|
|
51,006
|
|
|
(2,117
|
)
|
|
(4.2
|
)
|
|||
Mortgage banking income:
|
|
|
|
|
|
|
|
|||||||
Gain on sales of mortgage loans
|
13,021
|
|
|
13,036
|
|
|
(15
|
)
|
|
(0.1
|
)
|
|||
Mortgage servicing income
|
6,005
|
|
|
6,892
|
|
|
(887
|
)
|
|
(12.9
|
)
|
|||
Total mortgage banking income
|
19,026
|
|
|
19,928
|
|
|
(902
|
)
|
|
(4.5
|
)
|
|||
Other income:
|
|
|
|
|
|
|
|
|||||||
Credit card income
|
11,803
|
|
|
10,920
|
|
|
883
|
|
|
8.1
|
|
|||
SBA lending income
|
2,474
|
|
|
3,511
|
|
|
(1,037
|
)
|
|
(29.5
|
)
|
|||
Other income
|
7,371
|
|
|
11,430
|
|
|
(4,059
|
)
|
|
(35.5
|
)
|
|||
Total other income
|
21,648
|
|
|
25,861
|
|
|
(4,213
|
)
|
|
(16.3
|
)
|
|||
Total, excluding investment securities gains
|
195,488
|
|
|
198,903
|
|
|
(3,415
|
)
|
|
(1.7
|
)
|
|||
Investment securities gains
|
37
|
|
|
9,071
|
|
|
(9,034
|
)
|
|
N/M
|
|
|||
Total
|
$
|
195,525
|
|
|
$
|
207,974
|
|
|
$
|
(12,449
|
)
|
|
(6.0
|
)%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
303,202
|
|
|
$
|
290,130
|
|
|
$
|
13,072
|
|
|
4.5
|
%
|
Net occupancy expense
|
51,678
|
|
|
49,708
|
|
|
1,970
|
|
|
4.0
|
|
|||
Data processing and software
|
41,286
|
|
|
38,735
|
|
|
2,551
|
|
|
6.6
|
|
|||
Other outside services
|
33,758
|
|
|
27,501
|
|
|
6,257
|
|
|
22.8
|
|
|||
Professional fees
|
14,161
|
|
|
12,688
|
|
|
1,473
|
|
|
11.6
|
|
|||
Equipment expense
|
13,243
|
|
|
12,935
|
|
|
308
|
|
|
2.4
|
|
|||
Amortization of tax credit investments
|
11,449
|
|
|
11,028
|
|
|
421
|
|
|
3.8
|
|
|||
FDIC insurance expense
|
10,993
|
|
|
11,049
|
|
|
(56
|
)
|
|
(0.5
|
)
|
|||
State taxes
|
9,590
|
|
|
10,051
|
|
|
(461
|
)
|
|
(4.6
|
)
|
|||
Other
|
56,744
|
|
|
61,754
|
|
|
(5,010
|
)
|
|
(8.1
|
)
|
|||
Total
|
$
|
546,104
|
|
|
$
|
525,579
|
|
|
$
|
20,525
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Investment management and trust services
|
$
|
49,249
|
|
|
$
|
45,270
|
|
|
$
|
3,979
|
|
|
8.8
|
%
|
Other service charges and fees:
|
|
|
|
|
|
|
|
|||||||
Merchant fees
|
16,845
|
|
|
16,136
|
|
|
709
|
|
|
4.4
|
|
|||
Commercial loan interest rate swap fees
|
11,694
|
|
|
11,560
|
|
|
134
|
|
|
1.2
|
|
|||
Debit card income
|
11,905
|
|
|
11,236
|
|
|
669
|
|
|
6.0
|
|
|||
Letter of credit fees
|
4,403
|
|
|
4,504
|
|
|
(101
|
)
|
|
(2.2
|
)
|
|||
Foreign currency processing 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
|
)
|
|||
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
|
|
|
44.8
|
|
|||
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
|
%
|
|
|
|
|
|
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 expense
|
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
|
%
|
|
December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and due from banks
|
$
|
103,436
|
|
|
$
|
108,291
|
|
|
$
|
(4,855
|
)
|
|
(4.5
|
)%
|
Other interest-earning assets
|
421,534
|
|
|
354,566
|
|
|
66,968
|
|
|
18.9
|
|
|||
Loans held for sale
|
27,099
|
|
|
31,530
|
|
|
(4,431
|
)
|
|
(14.1
|
)
|
|||
Investment securities
|
2,686,973
|
|
|
2,547,956
|
|
|
139,017
|
|
|
5.5
|
|
|||
Loans, net of allowance
|
16,005,263
|
|
|
15,598,337
|
|
|
406,926
|
|
|
2.6
|
|
|||
Premises and equipment
|
234,529
|
|
|
222,802
|
|
|
11,727
|
|
|
5.3
|
|
|||
Goodwill and intangible assets
|
531,556
|
|
|
531,556
|
|
|
—
|
|
|
—
|
|
|||
Other assets
|
671,762
|
|
|
641,867
|
|
|
29,895
|
|
|
4.7
|
|
|||
Total Assets
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
|
$
|
645,247
|
|
|
3.2
|
%
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
16,376,159
|
|
|
$
|
15,797,532
|
|
|
$
|
578,627
|
|
|
3.7
|
%
|
Short-term borrowings
|
754,777
|
|
|
617,524
|
|
|
137,253
|
|
|
22.2
|
|
|||
Long-term debt
|
992,279
|
|
|
1,038,346
|
|
|
(46,067
|
)
|
|
(4.4
|
)
|
|||
Other liabilities
|
311,364
|
|
|
353,646
|
|
|
(42,282
|
)
|
|
(12.0
|
)
|
|||
Total Liabilities
|
18,434,579
|
|
|
17,807,048
|
|
|
627,531
|
|
|
3.5
|
|
|||
Total Shareholders’ Equity
|
2,247,573
|
|
|
2,229,857
|
|
|
17,716
|
|
|
0.8
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
|
$
|
645,247
|
|
|
3.2
|
%
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Available for Sale
|
|
|
|
||||
U.S. Government sponsored agency securities
|
$
|
31,632
|
|
|
$
|
5,938
|
|
State and municipal securities
|
279,095
|
|
|
408,949
|
|
||
Corporate debt securities
|
109,533
|
|
|
97,309
|
|
||
Collateralized mortgage obligations
|
832,080
|
|
|
602,623
|
|
||
Residential mortgage-backed securities
|
463,344
|
|
|
1,120,796
|
|
||
Commercial mortgage-backed securities
|
261,616
|
|
|
212,755
|
|
||
Auction rate securities
|
102,994
|
|
|
98,668
|
|
||
Total debt securities
|
2,080,294
|
|
|
2,547,038
|
|
||
Equity securities
|
—
|
|
|
918
|
|
||
Total available for sale securities
|
$
|
2,080,294
|
|
|
$
|
2,547,956
|
|
|
|
|
|
||||
Held to Maturity
|
|
|
|
||||
State and municipal securities
|
$
|
156,134
|
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
450,545
|
|
|
—
|
|
||
Total held to maturity securities
|
$
|
606,679
|
|
|
$
|
—
|
|
|
|
|
|
||||
Total investment securities
|
$
|
2,686,973
|
|
|
$
|
2,547,956
|
|
|
December 31,
|
|
Increase (Decrease) (2018 vs. 2017)
|
|||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Real estate – commercial mortgage
|
$
|
6,434,285
|
|
|
$
|
6,364,804
|
|
|
$
|
6,018,582
|
|
|
$
|
5,462,330
|
|
|
$
|
5,197,155
|
|
|
$
|
69,481
|
|
|
1.1
|
%
|
Commercial – industrial, financial and agricultural
|
4,404,548
|
|
|
4,300,297
|
|
|
4,087,486
|
|
|
4,088,962
|
|
|
3,725,567
|
|
|
104,251
|
|
|
2.4
|
|
||||||
Real estate – residential mortgage
|
2,251,044
|
|
|
1,954,711
|
|
|
1,601,994
|
|
|
1,376,160
|
|
|
1,377,068
|
|
|
296,333
|
|
|
15.2
|
|
||||||
Real estate – home equity
|
1,452,137
|
|
|
1,559,719
|
|
|
1,625,115
|
|
|
1,684,439
|
|
|
1,736,688
|
|
|
(107,582
|
)
|
|
(6.9
|
)
|
||||||
Real estate – construction
|
916,599
|
|
|
1,006,935
|
|
|
843,649
|
|
|
799,988
|
|
|
690,601
|
|
|
(90,336
|
)
|
|
(9.0
|
)
|
||||||
Consumer
|
419,186
|
|
|
313,783
|
|
|
291,470
|
|
|
268,588
|
|
|
265,431
|
|
|
105,403
|
|
|
33.6
|
|
||||||
Leasing, other and overdrafts
|
314,640
|
|
|
295,669
|
|
|
250,366
|
|
|
173,651
|
|
|
131,583
|
|
|
18,971
|
|
|
6.4
|
|
||||||
Loans, gross of unearned income
|
16,192,439
|
|
|
15,795,918
|
|
|
14,718,662
|
|
|
13,854,118
|
|
|
13,124,093
|
|
|
396,521
|
|
|
2.5
|
|
||||||
Unearned income
|
(26,639
|
)
|
|
(27,671
|
)
|
|
(19,390
|
)
|
|
(15,516
|
)
|
|
(12,377
|
)
|
|
1,032
|
|
|
(3.7
|
)
|
||||||
Loans, net of unearned income
|
$
|
16,165,800
|
|
|
$
|
15,768,247
|
|
|
$
|
14,699,272
|
|
|
$
|
13,838,602
|
|
|
$
|
13,111,716
|
|
|
$
|
397,553
|
|
|
2.5
|
%
|
|
2018
|
|
2017
|
||
Real estate
(1)
|
35.9
|
%
|
|
35.7
|
%
|
Health care
|
7.8
|
|
|
7.8
|
|
Agriculture
|
7.3
|
|
|
7.4
|
|
Construction
(2)
|
5.7
|
|
|
6.0
|
|
Manufacturing
|
5.5
|
|
|
5.2
|
|
Educational services
|
4.6
|
|
|
4.5
|
|
Retail
|
4.6
|
|
|
5.9
|
|
Other services (except public administration)
|
4.5
|
|
|
4.1
|
|
Accommodation and food services
|
3.7
|
|
|
3.7
|
|
Wholesale Trade
|
3.5
|
|
|
3.4
|
|
Professional, scientific, and technical services
|
2.8
|
|
|
2.9
|
|
Public administration
|
2.3
|
|
|
2.4
|
|
Arts, entertainment, and recreation
|
2.3
|
|
|
2.0
|
|
Transportation and warehousing
|
1.3
|
|
|
1.1
|
|
Other
|
8.2
|
|
|
7.9
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
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.
|
(2)
|
Includes commercial loans to borrowers engaged in the construction industry.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Commercial - industrial, financial and agricultural
|
$
|
67,493
|
|
|
$
|
156,277
|
|
Real estate - commercial mortgage
|
—
|
|
|
110,658
|
|
||
Total
|
$
|
67,493
|
|
|
$
|
266,935
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Loans, net of unearned income outstanding at end of year
|
$
|
16,165,800
|
|
|
$
|
15,768,247
|
|
|
$
|
14,699,272
|
|
|
$
|
13,838,602
|
|
|
$
|
13,111,716
|
|
Average balance of loans, net of unearned income
|
$
|
15,815,263
|
|
|
$
|
15,236,612
|
|
|
$
|
14,128,064
|
|
|
$
|
13,330,973
|
|
|
$
|
12,885,180
|
|
Balance of allowance for credit losses at beginning of year
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
|
$
|
204,917
|
|
Loans charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
52,441
|
|
|
19,067
|
|
|
15,276
|
|
|
15,639
|
|
|
24,516
|
|
|||||
Real estate - home equity and consumer
|
6,127
|
|
|
4,567
|
|
|
7,712
|
|
|
5,831
|
|
|
7,811
|
|
|||||
Leasing, other and overdrafts
|
2,521
|
|
|
3,035
|
|
|
3,815
|
|
|
2,656
|
|
|
2,135
|
|
|||||
Real estate – commercial mortgage
|
2,045
|
|
|
2,169
|
|
|
3,580
|
|
|
4,218
|
|
|
6,004
|
|
|||||
Real estate – residential mortgage
|
1,574
|
|
|
687
|
|
|
2,326
|
|
|
3,612
|
|
|
2,918
|
|
|||||
Real estate – construction
|
1,368
|
|
|
3,765
|
|
|
1,218
|
|
|
201
|
|
|
1,209
|
|
|||||
Total loans charged off
|
66,076
|
|
|
33,290
|
|
|
33,927
|
|
|
32,157
|
|
|
44,593
|
|
|||||
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
4,994
|
|
|
7,771
|
|
|
8,981
|
|
|
5,264
|
|
|
4,256
|
|
|||||
Real estate - home equity and consumer
|
2,393
|
|
|
1,969
|
|
|
2,466
|
|
|
2,492
|
|
|
2,347
|
|
|||||
Real estate – construction
|
1,829
|
|
|
1,582
|
|
|
3,924
|
|
|
2,824
|
|
|
3,177
|
|
|||||
Real estate – commercial mortgage
|
1,622
|
|
|
1,668
|
|
|
3,373
|
|
|
2,801
|
|
|
1,960
|
|
|||||
Leasing, other and overdrafts
|
1,037
|
|
|
968
|
|
|
842
|
|
|
685
|
|
|
916
|
|
|||||
Real estate – residential mortgage
|
620
|
|
|
786
|
|
|
1,072
|
|
|
1,322
|
|
|
451
|
|
|||||
Total recoveries
|
12,495
|
|
|
14,744
|
|
|
20,658
|
|
|
15,388
|
|
|
13,107
|
|
|||||
Net loans charged off
|
53,581
|
|
|
18,546
|
|
|
13,269
|
|
|
16,769
|
|
|
31,486
|
|
|||||
Provision for credit losses
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|
2,250
|
|
|
12,500
|
|
|||||
Balance at end of year
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
Components of Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
160,537
|
|
|
$
|
169,910
|
|
|
$
|
168,679
|
|
|
$
|
169,054
|
|
|
$
|
184,144
|
|
Reserve for unfunded lending commitments
(1)
|
8,873
|
|
|
6,174
|
|
|
2,646
|
|
|
2,358
|
|
|
1,787
|
|
|||||
Allowance for credit losses
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
Selected Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans
|
0.34
|
%
|
|
0.12
|
%
|
|
0.09
|
%
|
|
0.13
|
%
|
|
0.24
|
%
|
|||||
Allowance for loan losses to total loans
|
0.99
|
%
|
|
1.08
|
%
|
|
1.15
|
%
|
|
1.22
|
%
|
|
1.40
|
%
|
|||||
Allowance for credit losses to total loans
|
1.05
|
%
|
|
1.12
|
%
|
|
1.17
|
%
|
|
1.24
|
%
|
|
1.42
|
%
|
|||||
Non-performing assets
(2)
to total assets
|
0.73
|
%
|
|
0.72
|
%
|
|
0.76
|
%
|
|
0.87
|
%
|
|
0.88
|
%
|
|||||
Non-performing assets
(2)
to total loans and OREO
|
0.93
|
%
|
|
0.92
|
%
|
|
0.98
|
%
|
|
1.13
|
%
|
|
1.15
|
%
|
|||||
Non-accrual loans to total loans
|
0.80
|
%
|
|
0.79
|
%
|
|
0.82
|
%
|
|
0.94
|
%
|
|
0.92
|
%
|
|||||
Allowance for credit losses to non-performing loans
|
121.29
|
%
|
|
130.67
|
%
|
|
130.15
|
%
|
|
118.37
|
%
|
|
134.26
|
%
|
|||||
Non-performing assets
(2)
to tangible equity and allowance for credit losses
(3)
("Texas Ratio")
|
7.97
|
%
|
|
7.71
|
%
|
|
8.20
|
%
|
|
9.27
|
%
|
|
9.12
|
%
|
(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."
|
|
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, 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
|
|
||||||||
Additions
|
91,057
|
|
|
19,507
|
|
|
1,433
|
|
|
3,707
|
|
|
5,252
|
|
|
3,040
|
|
|
20,243
|
|
|
144,239
|
|
||||||||
Payments
|
(39,887
|
)
|
|
(15,961
|
)
|
|
(4,872
|
)
|
|
(1,120
|
)
|
|
(1,951
|
)
|
|
—
|
|
|
—
|
|
|
(63,791
|
)
|
||||||||
Charge-offs
(1)
|
(52,441
|
)
|
|
(2,045
|
)
|
|
(1,368
|
)
|
|
(1,574
|
)
|
|
(3,087
|
)
|
|
(3,040
|
)
|
|
(974
|
)
|
|
(64,529
|
)
|
||||||||
Transfers to OREO
|
(1,027
|
)
|
|
(3,206
|
)
|
|
—
|
|
|
(1,999
|
)
|
|
(1,982
|
)
|
|
—
|
|
|
—
|
|
|
(8,214
|
)
|
||||||||
Transfers to accrual status
|
(457
|
)
|
|
(2,728
|
)
|
|
—
|
|
|
(37
|
)
|
|
(660
|
)
|
|
—
|
|
|
—
|
|
|
(3,882
|
)
|
||||||||
Balance of non-accrual loans at December 31, 2018
|
$
|
50,149
|
|
|
$
|
30,389
|
|
|
$
|
7,390
|
|
|
$
|
14,668
|
|
|
$
|
6,707
|
|
|
$
|
—
|
|
|
$
|
19,269
|
|
|
$
|
128,572
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Non-accrual loans
(1) (2) (3)
|
$
|
128,572
|
|
|
$
|
124,749
|
|
|
$
|
120,133
|
|
|
$
|
129,523
|
|
|
$
|
121,080
|
|
Loans 90 days or more past due and still accruing
(2)
|
11,106
|
|
|
10,010
|
|
|
11,505
|
|
|
15,291
|
|
|
17,402
|
|
|||||
Total non-performing loans
|
139,678
|
|
|
134,759
|
|
|
131,638
|
|
|
144,814
|
|
|
138,482
|
|
|||||
OREO
|
10,518
|
|
|
9,823
|
|
|
12,815
|
|
|
11,099
|
|
|
12,022
|
|
|||||
Total non-performing assets
|
$
|
150,196
|
|
|
$
|
144,582
|
|
|
$
|
144,453
|
|
|
$
|
155,913
|
|
|
$
|
150,504
|
|
(1)
|
In
2018
, the total interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms was approximately $6.3 million. The amount of interest income on non-accrual loans that was recognized in
2018
was approximately $2.0 million.
|
(2)
|
Accrual of interest is generally discontinued when a loan becomes 90 days past due. 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 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, 2018
were
$61.6 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.
|
|
December 31,
|
|
2018 vs. 2017 (Decrease) Increase
|
|||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Commercial – industrial, financial and agricultural
|
$
|
51,269
|
|
|
$
|
54,309
|
|
|
$
|
43,460
|
|
|
$
|
44,071
|
|
|
$
|
30,388
|
|
|
$
|
(3,040
|
)
|
|
(5.6
|
)%
|
Real estate – commercial mortgage
|
32,153
|
|
|
35,447
|
|
|
39,319
|
|
|
41,170
|
|
|
45,237
|
|
|
(3,294
|
)
|
|
(9.3
|
)
|
||||||
Real estate – residential mortgage
|
19,101
|
|
|
20,971
|
|
|
23,655
|
|
|
28,484
|
|
|
28,995
|
|
|
(1,870
|
)
|
|
(8.9
|
)
|
||||||
Real estate – home equity
|
9,769
|
|
|
11,507
|
|
|
13,154
|
|
|
14,683
|
|
|
14,740
|
|
|
(1,738
|
)
|
|
(15.1
|
)
|
||||||
Real estate – construction
|
7,390
|
|
|
12,197
|
|
|
9,842
|
|
|
12,460
|
|
|
16,399
|
|
|
(4,807
|
)
|
|
(39.4
|
)
|
||||||
Consumer
|
409
|
|
|
296
|
|
|
1,891
|
|
|
2,440
|
|
|
2,590
|
|
|
113
|
|
|
38.2
|
|
||||||
Leasing
|
19,587
|
|
|
32
|
|
|
317
|
|
|
1,506
|
|
|
133
|
|
|
19,555
|
|
|
N/M
|
|
||||||
Total non-performing loans
|
$
|
139,678
|
|
|
$
|
134,759
|
|
|
$
|
131,638
|
|
|
$
|
144,814
|
|
|
$
|
138,482
|
|
|
$
|
4,919
|
|
|
3.7
|
%
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Real estate – residential mortgage
|
$
|
24,102
|
|
|
$
|
26,016
|
|
|
$
|
27,617
|
|
|
$
|
28,511
|
|
|
$
|
31,308
|
|
Real estate – home equity
|
16,665
|
|
|
15,558
|
|
|
8,594
|
|
|
4,556
|
|
|
2,975
|
|
|||||
Real estate – commercial mortgage
|
15,685
|
|
|
13,959
|
|
|
15,957
|
|
|
17,563
|
|
|
18,822
|
|
|||||
Commercial – industrial, financial and agricultural
|
5,143
|
|
|
10,820
|
|
|
6,627
|
|
|
5,953
|
|
|
5,237
|
|
|||||
Consumer
|
10
|
|
|
26
|
|
|
39
|
|
|
33
|
|
|
38
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
726
|
|
|
3,942
|
|
|
9,241
|
|
|||||
Total accruing TDRs
|
61,605
|
|
|
66,379
|
|
|
59,560
|
|
|
60,558
|
|
|
67,621
|
|
|||||
Non-accrual TDRs
(1)
|
28,659
|
|
|
29,051
|
|
|
27,850
|
|
|
31,035
|
|
|
24,616
|
|
|||||
Total TDRs
|
$
|
90,264
|
|
|
$
|
95,430
|
|
|
$
|
87,410
|
|
|
$
|
91,593
|
|
|
$
|
92,237
|
|
(1)
|
Included within non-accrual loans in the preceding table.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Residential properties
|
$
|
3,665
|
|
|
$
|
4,562
|
|
Commercial properties
|
4,127
|
|
|
3,331
|
|
||
Undeveloped land
|
2,726
|
|
|
1,930
|
|
||
Total OREO
|
$
|
10,518
|
|
|
$
|
9,823
|
|
|
Special Mention
|
|
2018 vs. 2017 Increase (Decrease)
|
|
Substandard or Lower
|
|
2018 vs. 2017 Increase (Decrease)
|
|
Total Criticized Loans
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
170,827
|
|
|
$
|
147,604
|
|
|
$
|
23,223
|
|
|
15.7
|
%
|
|
$
|
133,995
|
|
|
$
|
150,804
|
|
|
$
|
(16,809
|
)
|
|
(11.1
|
)%
|
|
$
|
304,822
|
|
|
$
|
298,408
|
|
Commercial - secured
|
193,470
|
|
|
121,842
|
|
|
71,628
|
|
|
58.8
|
|
|
129,026
|
|
|
179,113
|
|
|
(50,087
|
)
|
|
(28.0
|
)
|
|
322,496
|
|
|
300,955
|
|
||||||||
Commercial -unsecured
|
4,016
|
|
|
5,478
|
|
|
(1,462
|
)
|
|
(26.7
|
)
|
|
3,963
|
|
|
2,759
|
|
|
1,204
|
|
|
43.6
|
|
|
7,979
|
|
|
8,237
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
197,486
|
|
|
127,320
|
|
|
70,166
|
|
|
55.1
|
|
|
132,989
|
|
|
181,872
|
|
|
(48,883
|
)
|
|
(26.9
|
)
|
|
330,475
|
|
|
309,192
|
|
||||||||
Construction - commercial residential
|
6,912
|
|
|
5,259
|
|
|
1,653
|
|
|
31.4
|
|
|
6,881
|
|
|
14,084
|
|
|
(7,203
|
)
|
|
(51.1
|
)
|
|
13,793
|
|
|
19,343
|
|
||||||||
Construction - commercial
|
1,163
|
|
|
846
|
|
|
317
|
|
|
37.5
|
|
|
2,533
|
|
|
3,752
|
|
|
(1,219
|
)
|
|
(32.5
|
)
|
|
3,696
|
|
|
4,598
|
|
||||||||
Total construction (excluding construction - other)
|
8,075
|
|
|
6,105
|
|
|
1,970
|
|
|
32.3
|
|
|
9,414
|
|
|
17,836
|
|
|
(8,422
|
)
|
|
(47.2
|
)
|
|
17,489
|
|
|
23,941
|
|
||||||||
Total
|
$
|
376,388
|
|
|
$
|
281,029
|
|
|
$
|
95,359
|
|
|
33.9
|
%
|
|
$
|
276,398
|
|
|
$
|
350,512
|
|
|
$
|
(74,114
|
)
|
|
(21.1
|
)%
|
|
$
|
652,786
|
|
|
$
|
631,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
% of total risk rated loans
|
3.2
|
%
|
|
2.4
|
%
|
|
|
|
|
|
2.4
|
%
|
|
3.0
|
%
|
|
|
|
|
|
5.6
|
%
|
|
5.4
|
%
|
|
Delinquent
(1)
|
|
Non-performing
(2)
|
|
Total
|
||||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
10,702
|
|
|
0.74
|
%
|
|
$
|
12,655
|
|
|
0.81
|
%
|
|
$
|
9,769
|
|
|
0.67
|
%
|
|
$
|
11,507
|
|
|
0.74
|
%
|
|
$
|
20,471
|
|
|
1.41
|
%
|
|
$
|
24,162
|
|
|
1.55
|
%
|
Real estate - residential mortgage
|
28,988
|
|
|
1.29
|
|
|
18,852
|
|
|
0.97
|
|
|
19,101
|
|
|
0.85
|
|
|
20,971
|
|
|
1.07
|
|
|
48,089
|
|
|
2.14
|
|
|
39,823
|
|
|
2.04
|
|
||||||
Real estate - construction - other
|
—
|
|
|
—
|
|
|
203
|
|
|
0.26
|
|
|
490
|
|
|
0.68
|
|
|
411
|
|
|
0.53
|
|
|
490
|
|
|
0.68
|
|
|
614
|
|
|
0.79
|
|
||||||
Consumer - direct
|
338
|
|
|
0.60
|
|
|
315
|
|
|
0.57
|
|
|
66
|
|
|
0.12
|
|
|
70
|
|
|
0.13
|
|
|
404
|
|
|
0.72
|
|
|
385
|
|
|
0.70
|
|
||||||
Consumer - indirect
|
3,405
|
|
|
0.94
|
|
|
3,681
|
|
|
1.42
|
|
|
343
|
|
|
0.09
|
|
|
226
|
|
|
0.09
|
|
|
3,748
|
|
|
1.03
|
|
|
3,907
|
|
|
1.51
|
|
||||||
Total Consumer
|
3,743
|
|
|
0.89
|
|
|
3,996
|
|
|
1.28
|
|
|
409
|
|
|
0.10
|
|
|
296
|
|
|
0.09
|
|
|
4,152
|
|
|
0.99
|
|
|
4,292
|
|
|
1.37
|
|
||||||
Leasing, other and Overdrafts
|
1,302
|
|
|
0.45
|
|
|
855
|
|
|
0.32
|
|
|
19,587
|
|
|
6.80
|
|
|
32
|
|
|
0.01
|
|
|
20,889
|
|
|
7.25
|
|
|
887
|
|
|
0.33
|
|
||||||
Total
|
$
|
44,735
|
|
|
1.00
|
%
|
|
$
|
36,561
|
|
|
0.87
|
%
|
|
$
|
49,356
|
|
|
1.10
|
%
|
|
$
|
33,217
|
|
|
0.80
|
%
|
|
$
|
94,091
|
|
|
2.10
|
%
|
|
$
|
69,778
|
|
|
1.67
|
%
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
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
|
$
|
52,889
|
|
|
39.7
|
%
|
|
$
|
58,793
|
|
|
40.3
|
%
|
|
$
|
46,842
|
|
|
40.9
|
%
|
|
$
|
47,866
|
|
|
39.5
|
%
|
|
$
|
53,493
|
|
|
39.6
|
%
|
Commercial - industrial, financial and agricultural
|
58,868
|
|
|
27.2
|
|
|
66,280
|
|
|
27.2
|
|
|
54,353
|
|
|
27.8
|
|
|
57,098
|
|
|
29.5
|
|
|
51,378
|
|
|
28.4
|
|
|||||
Real estate - residential mortgage
|
18,921
|
|
|
13.9
|
|
|
16,088
|
|
|
12.4
|
|
|
22,929
|
|
|
10.9
|
|
|
21,375
|
|
|
9.9
|
|
|
29,072
|
|
|
10.5
|
|
|||||
Consumer, home equity, leasing & other
|
24,798
|
|
|
13.5
|
|
|
22,129
|
|
|
13.7
|
|
|
33,567
|
|
|
14.7
|
|
|
27,458
|
|
|
15.3
|
|
|
33,085
|
|
|
16.2
|
|
|||||
Real estate - construction
|
5,061
|
|
|
5.7
|
|
|
6,620
|
|
|
6.4
|
|
|
6,455
|
|
|
5.7
|
|
|
6,529
|
|
|
5.8
|
|
|
9,756
|
|
|
5.3
|
|
|||||
Unallocated
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
4,533
|
|
|
N/A
|
|
|
8,728
|
|
|
N/A
|
|
|
7,360
|
|
|
N/A
|
|
|||||
Total
|
$
|
160,537
|
|
|
100.0
|
%
|
|
$
|
169,910
|
|
|
100.0
|
%
|
|
$
|
168,679
|
|
|
100.0
|
%
|
|
$
|
169,054
|
|
|
100.0
|
%
|
|
$
|
184,144
|
|
|
100.0
|
%
|
|
|
|
|
|
(Decrease) Increase
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Noninterest-bearing demand
|
$
|
4,310,105
|
|
|
$
|
4,437,294
|
|
|
$
|
(127,189
|
)
|
|
(2.9
|
)%
|
Interest-bearing demand
|
4,240,974
|
|
|
4,018,107
|
|
|
222,867
|
|
|
5.5
|
|
|||
Savings and money market accounts
|
4,926,937
|
|
|
4,586,746
|
|
|
340,191
|
|
|
7.4
|
|
|||
Total demand and savings
|
13,478,016
|
|
|
13,042,147
|
|
|
435,869
|
|
|
3.3
|
|
|||
Brokered deposits
|
176,239
|
|
|
90,473
|
|
|
85,766
|
|
|
94.8
|
|
|||
Time deposits
|
2,721,904
|
|
|
2,664,912
|
|
|
56,992
|
|
|
2.1
|
|
|||
Total deposits
|
$
|
16,376,159
|
|
|
$
|
15,797,532
|
|
|
$
|
578,627
|
|
|
3.7
|
%
|
|
|
|
|
|
(Decrease) Increase
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|||||||
Customer repurchase agreements
|
$
|
43,500
|
|
|
$
|
172,017
|
|
|
$
|
(128,517
|
)
|
|
(74.7
|
)%
|
Customer short-term promissory notes
|
326,277
|
|
|
225,507
|
|
|
100,770
|
|
|
44.7
|
|
|||
Total short-term customer funding
|
369,777
|
|
|
397,524
|
|
|
(27,747
|
)
|
|
(7.0
|
)
|
|||
Federal funds purchased
|
—
|
|
|
220,000
|
|
|
(220,000
|
)
|
|
N/M
|
|
|||
Short-term FHLB advances
(1)
|
385,000
|
|
|
—
|
|
|
385,000
|
|
|
N/M
|
|
|||
Total short-term borrowings
|
754,777
|
|
|
617,524
|
|
|
137,253
|
|
|
22.2
|
|
|||
Long-term debt:
|
|
|
|
|
|
|
|
|||||||
FHLB advances
|
601,978
|
|
|
652,113
|
|
|
(50,135
|
)
|
|
(7.7
|
)
|
|||
Other long-term debt
|
390,301
|
|
|
386,233
|
|
|
4,068
|
|
|
1.1
|
|
|||
Total long-term debt
|
992,279
|
|
|
1,038,346
|
|
|
(46,067
|
)
|
|
(4.4
|
)
|
|||
Total borrowings
|
$
|
1,747,056
|
|
|
$
|
1,655,870
|
|
|
$
|
91,186
|
|
|
5.5
|
%
|
|
2018
|
|
2017
|
|
Regulatory
Minimum for Capital Adequacy |
|
Fully Phased-in, with Capital Conservation Buffers
|
Total capital (to risk-weighted assets)
|
12.8%
|
|
13.0%
|
|
8.0%
|
|
10.5%
|
Tier I capital (to risk-weighted assets)
|
10.2%
|
|
10.4%
|
|
6.0%
|
|
8.5%
|
Common equity tier I (to risk-weighted assets)
|
10.2%
|
|
10.4%
|
|
4.5%
|
|
7.0%
|
Tier leverage capital (to average assets)
|
9.0%
|
|
8.9%
|
|
4.0%
|
|
4.0%
|
•
|
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.
|
|
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)
|
$
|
13,654,255
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,654,255
|
|
Time deposits
(2)
|
1,561,694
|
|
|
920,579
|
|
|
184,677
|
|
|
54,954
|
|
|
2,721,904
|
|
|||||
Short-term borrowings
(3)
|
754,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754,777
|
|
|||||
Long-term debt
(3)
|
252,351
|
|
|
341,410
|
|
|
130,195
|
|
|
268,323
|
|
|
992,279
|
|
|||||
Operating leases
(4)
|
18,013
|
|
|
32,935
|
|
|
25,102
|
|
|
43,307
|
|
|
119,357
|
|
|||||
Purchase obligations
(5)
|
19,434
|
|
|
43,376
|
|
|
10,347
|
|
|
—
|
|
|
73,157
|
|
|||||
Uncertain tax positions
(6)
|
501
|
|
|
973
|
|
|
652
|
|
|
600
|
|
|
2,726
|
|
(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."
|
Commercial and other
|
$
|
3,642,545
|
|
Home equity
|
1,475,066
|
|
|
Commercial mortgage and construction
|
1,188,972
|
|
|
Total commitments to extend credit
|
$
|
6,306,583
|
|
|
|
||
Standby letters of credit
|
$
|
309,352
|
|
Commercial letters of credit
|
48,682
|
|
|
Total letters of credit
|
$
|
358,034
|
|
(1)
|
These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.
|
|
Maturing
|
||||||||||||||||||||||||||
|
Within One Year
|
|
After One But
Within Five Years |
|
After Five But
Within Ten Years |
|
After Ten Years
|
||||||||||||||||||||
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||
Available for sale
|
(dollars in thousands)
|
||||||||||||||||||||||||||
U.S. Government sponsored agency securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
28,683
|
|
|
2.80
|
%
|
|
$
|
2,949
|
|
|
3.08
|
%
|
|
$
|
—
|
|
|
—
|
%
|
State and municipal
(1)
|
5,741
|
|
|
3.30
|
|
|
24,092
|
|
|
3.60
|
|
|
21,641
|
|
|
5.59
|
|
|
227,622
|
|
|
3.98
|
|
||||
Corporate debt securities
|
999
|
|
|
2.49
|
|
|
17,407
|
|
|
3.47
|
|
|
82,119
|
|
|
4.59
|
|
|
102,994
|
|
|
3.90
|
|
||||
Auction rate securities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,007
|
|
|
4.44
|
|
||||
Total
|
$
|
6,740
|
|
|
3.18
|
%
|
|
$
|
70,182
|
|
|
3.24
|
%
|
|
$
|
106,709
|
|
|
4.75
|
%
|
|
$
|
339,623
|
|
|
3.97
|
%
|
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal
(1)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
156,134
|
|
|
4.16
|
%
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collateralized mortgage obligations
(3)
|
$
|
832,080
|
|
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential mortgage-backed securities
(3)
|
463,344
|
|
|
2.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial mortgage-backed securities
(3)
|
261,616
|
|
|
2.54
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
(3)
|
$
|
450,545
|
|
|
2.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Weighted average yields on tax-exempt securities have been computed on a fully taxable-equivalent basis assuming a federal tax rate of 21% 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, 2018, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and five years, respectively.
|
|
One Year
or Less |
|
One
Through Five Years |
|
More Than
Five Years |
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Commercial - industrial, financial and agricultural
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
876,941
|
|
|
$
|
2,136,919
|
|
|
$
|
544,728
|
|
|
$
|
3,558,588
|
|
Fixed rate
|
217,839
|
|
|
364,662
|
|
|
270,503
|
|
|
853,004
|
|
||||
Total
|
$
|
1,094,780
|
|
|
$
|
2,501,581
|
|
|
$
|
815,231
|
|
|
$
|
4,411,592
|
|
Real estate – mortgage
(1)
:
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
1,415,137
|
|
|
$
|
4,196,186
|
|
|
$
|
2,348,503
|
|
|
$
|
7,959,826
|
|
Fixed rate
|
477,863
|
|
|
1,091,589
|
|
|
608,188
|
|
|
2,177,640
|
|
||||
Total
|
$
|
1,893,000
|
|
|
$
|
5,287,775
|
|
|
$
|
2,956,691
|
|
|
$
|
10,137,466
|
|
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
262,806
|
|
|
$
|
328,465
|
|
|
$
|
224,737
|
|
|
$
|
816,008
|
|
Fixed rate
|
82,290
|
|
|
9,638
|
|
|
8,663
|
|
|
100,591
|
|
||||
Total
|
$
|
345,096
|
|
|
$
|
338,103
|
|
|
$
|
233,400
|
|
|
$
|
916,599
|
|
Year
|
|
||
2019
|
$
|
1,561,694
|
|
2020
|
667,265
|
|
|
2021
|
253,314
|
|
|
2022
|
153,447
|
|
|
2023
|
31,230
|
|
|
Thereafter
|
54,954
|
|
|
|
$
|
2,721,904
|
|
Three months or less
|
$
|
230,906
|
|
Over three through six months
|
185,930
|
|
|
Over six through twelve months
|
342,036
|
|
|
Over twelve months
|
486,665
|
|
|
Total
|
$
|
1,245,537
|
|
CONSOLIDATED BALANCE SHEETS
|
||||
(dollars in thousands, except per-share data)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
103,436
|
|
|
$
|
108,291
|
|
Interest-bearing deposits with other banks
|
342,251
|
|
|
293,805
|
|
||
Total cash and cash equivalents
|
445,687
|
|
|
402,096
|
|
||
Federal Reserve Bank and Federal Home Loan Bank stock
|
79,283
|
|
|
60,761
|
|
||
Loans held for sale
|
27,099
|
|
|
31,530
|
|
||
Investment securities:
|
|
|
|
||||
Available for sale, at estimated fair value
|
2,080,294
|
|
|
2,547,956
|
|
||
Held to maturity, at amortized cost
|
606,679
|
|
|
—
|
|
||
Loans, net of unearned income
|
16,165,800
|
|
|
15,768,247
|
|
||
Allowance for loan losses
|
(160,537
|
)
|
|
(169,910
|
)
|
||
Net Loans
|
16,005,263
|
|
|
15,598,337
|
|
||
Premises and equipment
|
234,529
|
|
|
222,802
|
|
||
Accrued interest receivable
|
58,879
|
|
|
52,910
|
|
||
Goodwill and intangible assets
|
531,556
|
|
|
531,556
|
|
||
Other assets
|
612,883
|
|
|
588,957
|
|
||
Total Assets
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
4,310,105
|
|
|
$
|
4,437,294
|
|
Interest-bearing
|
12,066,054
|
|
|
11,360,238
|
|
||
Total Deposits
|
16,376,159
|
|
|
15,797,532
|
|
||
Short-term borrowings:
|
|
|
|
||||
Federal funds purchased
|
—
|
|
|
220,000
|
|
||
Other short-term borrowings
|
754,777
|
|
|
397,524
|
|
||
Total Short-Term Borrowings
|
754,777
|
|
|
617,524
|
|
||
Accrued interest payable
|
10,529
|
|
|
9,317
|
|
||
Other liabilities
|
300,835
|
|
|
344,329
|
|
||
Federal Home Loan Bank advances and long-term debt
|
992,279
|
|
|
1,038,346
|
|
||
Total Liabilities
|
18,434,579
|
|
|
17,807,048
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock, $2.50 par value, 600 million shares authorized, 221.8 million shares issued in 2018 and 220.9 million shares issued in 2017
|
554,377
|
|
|
552,232
|
|
||
Additional paid-in capital
|
1,489,703
|
|
|
1,478,389
|
|
||
Retained earnings
|
946,032
|
|
|
821,619
|
|
||
Accumulated other comprehensive loss
|
(59,063
|
)
|
|
(32,974
|
)
|
||
Treasury stock, 51.6 million shares in 2018 and 45.7 million shares in 2017
|
(683,476
|
)
|
|
(589,409
|
)
|
||
Total Shareholders’ Equity
|
2,247,573
|
|
|
2,229,857
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
|
|
|
|
||||
See Notes to Consolidated Financial Statements
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
||||
(dollars in thousands, except per-share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
683,042
|
|
|
$
|
603,961
|
|
|
$
|
543,385
|
|
Investment securities:
|
|
|
|
|
|
||||||
Taxable
|
56,039
|
|
|
47,028
|
|
|
44,975
|
|
|||
Tax-exempt
|
12,076
|
|
|
11,566
|
|
|
9,662
|
|
|||
Dividends
|
5
|
|
|
369
|
|
|
571
|
|
|||
Loans held for sale
|
1,159
|
|
|
876
|
|
|
728
|
|
|||
Other interest income
|
6,193
|
|
|
5,066
|
|
|
3,779
|
|
|||
Total Interest Income
|
758,514
|
|
|
668,866
|
|
|
603,100
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Deposits
|
87,712
|
|
|
57,791
|
|
|
44,693
|
|
|||
Short-term borrowings
|
8,489
|
|
|
2,779
|
|
|
855
|
|
|||
Long-term debt
|
31,857
|
|
|
32,932
|
|
|
36,780
|
|
|||
Total Interest Expense
|
128,058
|
|
|
93,502
|
|
|
82,328
|
|
|||
Net Interest Income
|
630,456
|
|
|
575,364
|
|
|
520,772
|
|
|||
Provision for credit losses
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|||
Net Interest Income After Provision for Credit Losses
|
583,549
|
|
|
552,059
|
|
|
507,590
|
|
|||
Non-Interest Income
|
|
|
|
|
|
||||||
Other service charges and fees
|
53,777
|
|
|
52,859
|
|
|
51,473
|
|
|||
Investment management and trust services
|
52,148
|
|
|
49,249
|
|
|
45,270
|
|
|||
Service charges on deposit accounts
|
48,889
|
|
|
51,006
|
|
|
51,346
|
|
|||
Mortgage banking income
|
19,026
|
|
|
19,928
|
|
|
19,415
|
|
|||
Other
|
21,648
|
|
|
25,861
|
|
|
20,124
|
|
|||
Non-interest income before investment securities gains
|
195,488
|
|
|
198,903
|
|
|
187,628
|
|
|||
Investment securities gains, net
|
37
|
|
|
9,071
|
|
|
2,550
|
|
|||
Total Non-Interest Income
|
195,525
|
|
|
207,974
|
|
|
190,178
|
|
|||
Non-Interest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
303,202
|
|
|
290,130
|
|
|
283,353
|
|
|||
Net occupancy expense
|
51,678
|
|
|
49,708
|
|
|
47,611
|
|
|||
Data processing and software
|
41,286
|
|
|
38,735
|
|
|
36,919
|
|
|||
Other outside services
|
33,758
|
|
|
27,501
|
|
|
23,883
|
|
|||
Professional fees
|
14,161
|
|
|
12,688
|
|
|
11,004
|
|
|||
Equipment expense
|
13,243
|
|
|
12,935
|
|
|
12,788
|
|
|||
Amortization of tax credit investments
|
11,449
|
|
|
11,028
|
|
|
—
|
|
|||
FDIC insurance expense
|
10,993
|
|
|
11,049
|
|
|
9,767
|
|
|||
State taxes
|
9,590
|
|
|
10,051
|
|
|
6,405
|
|
|||
Other
|
56,744
|
|
|
61,754
|
|
|
57,789
|
|
|||
Total Non-Interest Expense
|
546,104
|
|
|
525,579
|
|
|
489,519
|
|
|||
Income Before Income Taxes
|
232,970
|
|
|
234,454
|
|
|
208,249
|
|
|||
Income taxes
|
24,577
|
|
|
62,701
|
|
|
46,624
|
|
|||
Net Income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
|
|
|
|
|
||||||
Per Share:
|
|
|
|
|
|
||||||
Net Income (Basic)
|
$
|
1.19
|
|
|
$
|
0.98
|
|
|
$
|
0.93
|
|
Net Income (Diluted)
|
1.18
|
|
|
0.98
|
|
|
0.93
|
|
|||
Cash Dividends
|
0.52
|
|
|
0.47
|
|
|
0.41
|
|
|||
|
|
|
|
|
|
||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||
(in thousands)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
Other Comprehensive (Loss) Income, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized (losses) gains on available for sale investment securities:
|
|
|
|
|
|
|
||||||
Unrealized (loss) gain on securities
|
|
(24,326
|
)
|
|
10,432
|
|
|
(14,891
|
)
|
|||
Reclassification adjustment for securities gains included in net income
|
|
(30
|
)
|
|
(5,894
|
)
|
|
(1,657
|
)
|
|||
Amortization of net unrealized losses on securities transferred to held to maturity
|
|
2,098
|
|
|
—
|
|
|
—
|
|
|||
Non-credit related unrealized gain (loss) on other-than-temporarily impaired debt securities
|
|
222
|
|
|
185
|
|
|
(185
|
)
|
|||
Net unrealized (losses) gains on available for sale investment securities
|
|
(22,036
|
)
|
|
4,723
|
|
|
(16,733
|
)
|
|||
Unrealized gains on derivative financial instruments:
|
|
|
|
|
|
|
||||||
Amortization of unrealized loss on derivative financial instruments
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Defined benefit pension plan and postretirement benefits:
|
|
|
|
|
|
|
||||||
Unrecognized pension and postretirement income (cost)
|
|
1,400
|
|
|
(609
|
)
|
|
(931
|
)
|
|||
Amortization of net unrecognized pension and postretirement income
|
|
1,648
|
|
|
1,361
|
|
|
1,216
|
|
|||
Net unrealized gains on defined benefit pension and postretirement plans
|
|
3,048
|
|
|
752
|
|
|
285
|
|
|||
Other Comprehensive (Loss) Income
|
|
(18,988
|
)
|
|
5,475
|
|
|
(16,432
|
)
|
|||
Total Comprehensive Income
|
|
$
|
189,405
|
|
|
$
|
177,228
|
|
|
$
|
145,193
|
|
|
|
|
|
|
|
|
||||||
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 (Loss) Income |
|
|
|
|
|||||||||||||||
|
Shares
Outstanding |
|
Amount
|
|
|
Retained
Earnings |
|
|
Treasury
Stock |
|
Total
|
|||||||||||||||
|
|
|||||||||||||||||||||||||
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
|
|
Net income
|
|
|
|
|
|
|
208,393
|
|
|
|
|
|
|
208,393
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(18,988
|
)
|
|
|
|
(18,988
|
)
|
|||||||||||
Stock issued
|
977
|
|
|
2,062
|
|
|
3,432
|
|
|
|
|
|
|
1,241
|
|
|
6,735
|
|
||||||||
Stock-based compensation awards
|
33
|
|
|
83
|
|
|
7,882
|
|
|
|
|
|
|
|
|
7,965
|
|
|||||||||
Acquisition of treasury stock
|
(5,996
|
)
|
|
|
|
|
|
|
|
|
|
(95,308
|
)
|
|
(95,308
|
)
|
||||||||||
Reclassification of stranded tax effects
(1)
|
|
|
|
|
|
|
7,101
|
|
|
(7,101
|
)
|
|
|
|
—
|
|
||||||||||
Common stock cash dividends - $0.52 per share
|
|
|
|
|
|
|
(91,081
|
)
|
|
|
|
|
|
(91,081
|
)
|
|||||||||||
Balance at December 31, 2018
|
170,184
|
|
|
$
|
554,377
|
|
|
$
|
1,489,703
|
|
|
$
|
946,032
|
|
|
$
|
(59,063
|
)
|
|
$
|
(683,476
|
)
|
|
$
|
2,247,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
See Notes to Consolidated Financial Statements
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net Income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|||
Depreciation and amortization of premises and equipment
|
28,156
|
|
|
28,096
|
|
|
27,403
|
|
|||
Amortization of tax credit investments
|
38,606
|
|
|
37,185
|
|
|
23,982
|
|
|||
Net amortization of investment security premiums
|
9,297
|
|
|
10,107
|
|
|
10,430
|
|
|||
Deferred income tax (benefit) expense
|
(15,749
|
)
|
|
24,896
|
|
|
11,054
|
|
|||
Re-measurement of net deferred tax asset
|
(809
|
)
|
|
15,635
|
|
|
—
|
|
|||
Investment securities gains, net
|
(37
|
)
|
|
(9,071
|
)
|
|
(2,550
|
)
|
|||
Gains on sales of mortgage loans held for sale
|
(13,021
|
)
|
|
(13,036
|
)
|
|
(15,685
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
795,756
|
|
|
644,400
|
|
|
709,316
|
|
|||
Originations of mortgage loans held for sale
|
(778,304
|
)
|
|
(634,197
|
)
|
|
(705,442
|
)
|
|||
Amortization of issuance costs and discounts on long-term debt
|
813
|
|
|
845
|
|
|
617
|
|
|||
Stock-based compensation
|
7,965
|
|
|
5,209
|
|
|
6,556
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(964
|
)
|
|||
Increase in accrued interest receivable
|
(5,969
|
)
|
|
(6,616
|
)
|
|
(3,527
|
)
|
|||
Increase in other assets
|
(26,090
|
)
|
|
(7,958
|
)
|
|
(53,922
|
)
|
|||
Increase (decrease) in accrued interest payable
|
1,212
|
|
|
(315
|
)
|
|
(1,092
|
)
|
|||
(Decrease) increase in other liabilities
|
(306
|
)
|
|
(2,480
|
)
|
|
45,090
|
|
|||
Total adjustments
|
88,427
|
|
|
116,005
|
|
|
64,448
|
|
|||
Net cash provided by operating activities
|
296,820
|
|
|
287,758
|
|
|
226,073
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from sales of available for sale securities
|
54,638
|
|
|
184,734
|
|
|
115,844
|
|
|||
Proceeds from paydowns and maturities of securities held to maturity
|
35,900
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from principal repayments and maturities of available for sale securities
|
290,681
|
|
|
417,673
|
|
|
558,854
|
|
|||
Purchases of available for sale securities
|
(558,949
|
)
|
|
(584,921
|
)
|
|
(782,765
|
)
|
|||
(Purchase) redemption of Federal Reserve Bank and Federal Home Loan Bank stock
|
(18,522
|
)
|
|
(3,272
|
)
|
|
4,727
|
|
|||
Net increase in loans
|
(447,849
|
)
|
|
(1,087,521
|
)
|
|
(873,939
|
)
|
|||
Net purchases of premises and equipment
|
(39,883
|
)
|
|
(33,092
|
)
|
|
(19,674
|
)
|
|||
Net change in tax credit investments
|
(56,733
|
)
|
|
(28,932
|
)
|
|
(40,663
|
)
|
|||
Net cash used in investing activities
|
(740,717
|
)
|
|
(1,135,331
|
)
|
|
(1,037,616
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net increase in demand and savings deposits
|
435,872
|
|
|
782,525
|
|
|
992,253
|
|
|||
Net increase (decrease) in time deposits
|
142,755
|
|
|
2,143
|
|
|
(111,706
|
)
|
|||
Increase in short-term borrowings
|
137,253
|
|
|
76,207
|
|
|
43,654
|
|
|||
Additions to long-term debt
|
50,000
|
|
|
223,251
|
|
|
215,884
|
|
|||
Repayments of long-term debt
|
(100,165
|
)
|
|
(115,153
|
)
|
|
(236,640
|
)
|
|||
Net proceeds from issuance of common stock
|
6,735
|
|
|
8,538
|
|
|
16,167
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
964
|
|
|||
Dividends paid
|
(89,654
|
)
|
|
(80,368
|
)
|
|
(69,382
|
)
|
|||
Acquisition of treasury stock
|
(95,308
|
)
|
|
—
|
|
|
(18,545
|
)
|
|||
Net cash provided by financing activities
|
487,488
|
|
|
897,143
|
|
|
832,649
|
|
|||
Net Increase in Cash and Cash Equivalents
|
43,591
|
|
|
49,570
|
|
|
21,106
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
402,096
|
|
|
352,526
|
|
|
331,420
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
445,687
|
|
|
$
|
402,096
|
|
|
$
|
352,526
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
126,846
|
|
|
$
|
93,817
|
|
|
$
|
83,420
|
|
Income taxes
|
13,547
|
|
|
6,537
|
|
|
16,193
|
|
|||
Supplemental schedule of certain noncash activities
|
|
|
|
|
|
||||||
Transfer of available for sale securities to held to maturity securities
|
$
|
641,672
|
|
|
$
|
—
|
|
|
$
|
—
|
|
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Pass
: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.
|
•
|
Special Mention
: These loans have a heightened credit risk, but not to the point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.
|
•
|
Substandard or Lower
: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.
|
•
|
The loans are segmented into pools with similar characteristics, as noted above. Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status;
|
•
|
A loss rate is calculated for each pool through 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; and
|
•
|
The resulting adjusted loss rate is applied to the balance of the loans in the pool to arrive at the allowance allocation for the pool.
|
•
|
Level 1 - Inputs that represent quoted prices for identical instruments in active markets.
|
•
|
Level 2 - Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
|
•
|
Level 3 - Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
|
|
|
Three Months Ended March 31
|
|
Six Months Ended June 30
|
|
Nine Months Ended September 30
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
As Reported:
|
(in thousands)
|
|||||||||||||||||||||||
|
Decrease (increase) in other interest-earning assets
|
$
|
86,760
|
|
|
$
|
(59,135
|
)
|
|
$
|
(3,480
|
)
|
|
$
|
(71,845
|
)
|
|
$
|
(49,225
|
)
|
|
$
|
(376,696
|
)
|
|
Net cash provided by (used in) investing activities
|
36,715
|
|
|
(279,869
|
)
|
|
(217,199
|
)
|
|
(656,240
|
)
|
|
(478,766
|
)
|
|
(1,202,312
|
)
|
||||||
|
Net (decrease) increase in cash and restricted cash
|
(8,140
|
)
|
|
(24,919
|
)
|
|
(1,793
|
)
|
|
5,920
|
|
|
(33,465
|
)
|
|
(41,112
|
)
|
||||||
|
Cash and restricted cash - beginning of period
|
108,291
|
|
|
118,763
|
|
|
246,726
|
|
|
236,887
|
|
|
246,726
|
|
|
236,887
|
|
||||||
|
Cash and restricted cash - end of period
|
100,151
|
|
|
93,844
|
|
|
244,933
|
|
|
242,807
|
|
|
213,261
|
|
|
195,775
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As Corrected:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Decrease (increase) in other interest-earning assets
|
$
|
59,034
|
|
|
$
|
(76,087
|
)
|
|
$
|
4,312
|
|
|
$
|
(57,819
|
)
|
|
$
|
(39,974
|
)
|
|
$
|
(341,385
|
)
|
|
Net cash provided by (used in) investing activities
|
8,989
|
|
|
(296,821
|
)
|
|
(209,407
|
)
|
|
(642,214
|
)
|
|
(469,515
|
)
|
|
(1,167,001
|
)
|
||||||
|
Net (decrease) increase in cash and restricted cash
|
(35,866
|
)
|
|
(41,871
|
)
|
|
5,999
|
|
|
19,946
|
|
|
(24,214
|
)
|
|
(5,801
|
)
|
||||||
|
Cash and restricted cash - beginning of period
|
159,304
|
|
|
144,812
|
|
|
159,304
|
|
|
144,812
|
|
|
159,304
|
|
|
144,812
|
|
||||||
|
Cash and restricted cash - end of period
|
123,438
|
|
|
102,941
|
|
|
165,303
|
|
|
164,758
|
|
|
135,090
|
|
|
139,011
|
|
Standard
|
Description
|
Date of Anticipated Adoption
|
Effect on Financial Statements
|
ASC Update 2016-02 Leases (Topic 842)
|
This update requires a lessee to recognize for all leases with an initial term greater than twelve months: (1) a “right-of-use” asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term; and (2) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB also issued amendments to ASC Update 2016-02 (ASC Updates 2018-10 and 2018-11), which allow for an alternative transition method that eliminates the requirement to restate the earliest prior period presented in an entity’s financial statements. Entities that elect this transition method still adopt ASC Update 2016-02 using the modified retrospective transition method, but they recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. In December of 2018, the FASB issued an additional amendment to this update (ASC Update 2018-20) which narrows the scope on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable payments for contracts with lease and nonlease components.
This update requires lessors to classify leases as a sales-type, direct financing or operating. Substantially all of the Corporation's leasing activities as lessor are under direct financing leases and it does not expect the new standard to have a material effect on its financial statements related to these leases.
|
First Quarter 2019
|
The Corporation is adopting this update effective with its March 31, 2020 quarterly report on Form 10-Q using the alternative transition method. The Corporation applied the package of practical expedients permitted within the new standard, which, among other things, allows it to carryforward the historical lease classification, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset.
Based on preliminary evaluation, the right-of-use asset and corresponding lease obligation liability, are each expected to be between $105 million to $115 million at adoption. The Corporation will continue to evaluate other impacts of adoption but does not anticipate these to be material.
|
ASC Update 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and held to maturity 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 under current U.S. GAAP. This update also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This adjustment will also be recognized in regulatory capital. This update is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted.
In November 2018, the FASB issued ASC Update 2018-19, “Codifications Improvements to Topic 326, Financial Instruments - Credit Losses” which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments.
|
First Quarter of 2020
|
The Corporation intends to adopt these standards updates effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of this update on its consolidated financial statements and disclosures. While the Corporation is currently unable to reasonably estimate the impact of this update, it expects that the impact of adoption could be significantly influenced by the composition, characteristics and quality of its loan portfolio as well as the prevailing economic conditions and forecasts as of the adoption date. The Corporation’s steering committee and working group, which are comprised of individuals from various functional areas, are assessing processes, portfolio segmentation, systems requirements and solutions and resources to implement this new accounting standard. Current activities also include data gathering and building loss models. The Corporation anticipates it will begin full parallel runs of the new processes and controls in mid-2019. In addition, the Corporation has engaged a third-party consultant to assist with these implementation efforts.
|
Standard
|
Description
|
Date of Anticipated Adoption
|
Effect on Financial Statements
|
ASC Update 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
The FASB issued this update to simplify the subsequent quantitative measurement of goodwill by eliminating Step 2 of the goodwill impairment test. Instead, 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 amounts 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. This update is effective for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted.
|
Fourth Quarter of 2020, in line with its annual impairment testing in October of each year
|
The Corporation does not expect the adoption of this update to have a material impact on its consolidated financial statements. The Corporation has not been required to perform step 2 since its 2012 impairment testing.
|
ASC Update 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
This update changes the fair value measurement disclosure requirements of ASC Topic 820 "Fair Value Measurement." Among other things, the update modifies the disclosure objective paragraphs of ASC 820 to eliminate: (1) "at a minimum" from the phrase "an entity shall disclose at a minimum;" and (2) other similar disclosure requirements to promote the appropriate exercise of discretion by entities.
|
First Quarter 2020
|
The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. This standard will impact the Corporation's Fair Value Measurement disclosure but the Corporation does not expect the adoption of this update to have a material impact on its consolidated financial statements.
|
ASC Update 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
This update amends ASC Topic 715-20 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This update is effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted.
|
First Quarter 2021
|
The Corporation intends to adopt this standards update effective with its March 31, 2021 quarterly report on Form 10-Q. This standard will impact the Corporation's disclosure relating to employee benefit plans, but the Corporation does not expect the adoption of this update to have a material impact on its consolidated financial statements.
|
ASC Update 2018-15 Intangibles - Goodwill and Other - Internal Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract
|
This update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC Subtopic 350-40 to determine which implementation costs to capitalize as assets. This update is effective for annual or interim reporting periods beginning after December 15, 2019. Early adoption is permitted.
|
First Quarter 2020
|
The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q and does not expect the adoption of this update to have an impact on its consolidated financial statements.
|
NOTE 2 – RESTRICTIONS ON CASH AND CASH EQUIVALENTS
|
NOTE 3 – INVESTMENT SECURITIES
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||
U.S. Government sponsored agency securities
|
$
|
31,586
|
|
|
$
|
185
|
|
|
$
|
(139
|
)
|
|
$
|
31,632
|
|
State and municipal securities
|
282,383
|
|
|
2,178
|
|
|
(5,466
|
)
|
|
279,095
|
|
||||
Corporate debt securities
|
111,454
|
|
|
1,432
|
|
|
(3,353
|
)
|
|
109,533
|
|
||||
Collateralized mortgage obligations
|
841,294
|
|
|
2,758
|
|
|
(11,972
|
)
|
|
832,080
|
|
||||
Residential mortgage-backed securities
|
476,973
|
|
|
1,583
|
|
|
(15,212
|
)
|
|
463,344
|
|
||||
Commercial mortgage-backed securities
|
264,165
|
|
|
524
|
|
|
(3,073
|
)
|
|
261,616
|
|
||||
Auction rate securities
|
107,410
|
|
|
—
|
|
|
(4,416
|
)
|
|
102,994
|
|
||||
Total
|
$
|
2,115,265
|
|
|
$
|
8,660
|
|
|
$
|
(43,631
|
)
|
|
$
|
2,080,294
|
|
|
|
|
|
|
|
|
|
||||||||
Held to Maturity
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
$
|
156,134
|
|
|
$
|
1,166
|
|
|
$
|
(93
|
)
|
|
$
|
157,207
|
|
Residential mortgage-backed securities
|
450,545
|
|
|
3,667
|
|
|
—
|
|
|
454,212
|
|
||||
Total
|
$
|
606,679
|
|
|
$
|
4,833
|
|
|
$
|
(93
|
)
|
|
$
|
611,419
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
|
Amortized
Cost |
|
Estimated
Fair Value |
|
Amortized
Cost |
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
||||||||||
Due in one year or less
|
$
|
6,738
|
|
|
$
|
6,740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due from one year to five years
|
69,672
|
|
|
70,182
|
|
|
—
|
|
|
—
|
|
||||
Due from five years to ten years
|
108,091
|
|
|
106,709
|
|
|
—
|
|
|
—
|
|
||||
Due after ten years
|
348,332
|
|
|
339,623
|
|
|
156,134
|
|
|
157,207
|
|
||||
|
532,833
|
|
|
523,254
|
|
|
156,134
|
|
|
157,207
|
|
||||
Residential mortgage-backed securities
(1)
|
476,973
|
|
|
463,344
|
|
|
450,545
|
|
|
454,212
|
|
||||
Commercial mortgage-backed securities
(1)
|
841,294
|
|
|
832,080
|
|
|
—
|
|
|
—
|
|
||||
Collateralized mortgage obligations
(1)
|
264,165
|
|
|
261,616
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,115,265
|
|
|
$
|
2,080,294
|
|
|
$
|
606,679
|
|
|
$
|
611,419
|
|
(1)
|
Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans.
|
|
Gross
Realized Gains |
|
Gross
Realized Losses |
|
Net
Gains (Losses) |
||||||
|
(in thousands)
|
||||||||||
2018:
|
|
|
|
|
|
||||||
Equity securities
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Debt securities
|
1,656
|
|
|
(1,628
|
)
|
|
28
|
|
|||
Total
|
$
|
1,665
|
|
|
$
|
(1,628
|
)
|
|
$
|
37
|
|
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
|
|
|
Less Than 12 months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||||||||
|
Number of Securities
|
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Number of Securities
|
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Estimated
Fair Value |
|
Unrealized
Losses |
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Government sponsored agency securities
|
1
|
|
|
$
|
4,961
|
|
|
$
|
(31
|
)
|
|
1
|
|
|
$
|
5,770
|
|
|
$
|
(108
|
)
|
|
$
|
10,731
|
|
|
$
|
(139
|
)
|
State and municipal securities
|
33
|
|
|
72,950
|
|
|
(1,292
|
)
|
|
38
|
|
|
83,770
|
|
|
(4,174
|
)
|
|
156,720
|
|
|
(5,466
|
)
|
||||||
Corporate debt securities
|
8
|
|
|
24,419
|
|
|
(227
|
)
|
|
14
|
|
|
25,642
|
|
|
(3,126
|
)
|
|
50,061
|
|
|
(3,353
|
)
|
||||||
Collateralized mortgage obligations
|
39
|
|
|
136,563
|
|
|
(1,050
|
)
|
|
89
|
|
|
388,173
|
|
|
(10,922
|
)
|
|
524,736
|
|
|
(11,972
|
)
|
||||||
Residential mortgage-backed securities
|
17
|
|
|
18,220
|
|
|
(222
|
)
|
|
110
|
|
|
402,779
|
|
|
(14,990
|
)
|
|
420,999
|
|
|
(15,212
|
)
|
||||||
Commercial mortgage-backed securities
|
1
|
|
|
9,778
|
|
|
(35
|
)
|
|
25
|
|
|
197,326
|
|
|
(3,038
|
)
|
|
207,104
|
|
|
(3,073
|
)
|
||||||
Auction rate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
102,994
|
|
|
(4,416
|
)
|
|
102,994
|
|
|
(4,416
|
)
|
||||||
Total available for sale
|
99
|
|
|
$
|
266,891
|
|
|
$
|
(2,857
|
)
|
|
454
|
|
|
$
|
1,206,454
|
|
|
$
|
(40,774
|
)
|
|
$
|
1,473,345
|
|
|
$
|
(43,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities
|
6
|
|
|
$
|
20,601
|
|
|
$
|
(93
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,601
|
|
|
$
|
(93
|
)
|
Total held to maturity
|
6
|
|
|
$
|
20,601
|
|
|
$
|
(93
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,601
|
|
|
$
|
(93
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 months
|
|
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||||||
|
Number of Securities
|
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Number of Securities
|
|
Estimated
Fair Value |
|
Unrealized
Losses |
|
Estimated
Fair Value |
|
Unrealized
Losses |
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Government sponsored agency securities
|
2
|
|
|
$
|
5,830
|
|
|
$
|
(26
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,830
|
|
|
$
|
(26
|
)
|
State and municipal securities
|
4
|
|
|
11,650
|
|
|
(50
|
)
|
|
48
|
|
|
118,297
|
|
|
(2,499
|
)
|
|
129,947
|
|
|
(2,549
|
)
|
||||||
Corporate debt securities
|
1
|
|
|
4,544
|
|
|
(48
|
)
|
|
19
|
|
|
32,163
|
|
|
(1,828
|
)
|
|
36,707
|
|
|
(1,876
|
)
|
||||||
Collateralized mortgage obligations
|
60
|
|
|
303,932
|
|
|
(2,408
|
)
|
|
57
|
|
|
187,690
|
|
|
(7,387
|
)
|
|
491,622
|
|
|
(9,795
|
)
|
||||||
Residential mortgage-backed securities
|
116
|
|
|
511,378
|
|
|
(4,348
|
)
|
|
89
|
|
|
500,375
|
|
|
(10,893
|
)
|
|
1,011,753
|
|
|
(15,241
|
)
|
||||||
Commercial mortgage-backed securities
|
22
|
|
|
190,985
|
|
|
(2,118
|
)
|
|
3
|
|
|
21,770
|
|
|
(478
|
)
|
|
212,755
|
|
|
(2,596
|
)
|
||||||
Auction rate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
98,668
|
|
|
(8,742
|
)
|
|
98,668
|
|
|
(8,742
|
)
|
||||||
Total
|
205
|
|
|
$
|
1,028,319
|
|
|
$
|
(8,998
|
)
|
|
393
|
|
|
$
|
958,963
|
|
|
$
|
(31,827
|
)
|
|
$
|
1,987,282
|
|
|
$
|
(40,825
|
)
|
NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Real estate – commercial mortgage
|
$
|
6,434,285
|
|
|
$
|
6,364,804
|
|
Commercial – industrial, financial and agricultural
|
4,404,548
|
|
|
4,300,297
|
|
||
Real estate – residential mortgage
|
2,251,044
|
|
|
1,954,711
|
|
||
Real estate – home equity
|
1,452,137
|
|
|
1,559,719
|
|
||
Real estate – construction
|
916,599
|
|
|
1,006,935
|
|
||
Consumer
|
419,186
|
|
|
313,783
|
|
||
Leasing and other
|
311,866
|
|
|
291,556
|
|
||
Overdrafts
|
2,774
|
|
|
4,113
|
|
||
Loans, gross of unearned income
|
16,192,439
|
|
|
15,795,918
|
|
||
Unearned income
|
(26,639
|
)
|
|
(27,671
|
)
|
||
Loans, net of unearned income
|
$
|
16,165,800
|
|
|
$
|
15,768,247
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Allowance for loan losses
|
$
|
160,537
|
|
|
$
|
169,910
|
|
|
$
|
168,679
|
|
Reserve for unfunded lending commitments
|
8,873
|
|
|
6,174
|
|
|
2,646
|
|
|||
Allowance for credit losses
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
Loans charged off
|
(66,076
|
)
|
|
(33,290
|
)
|
|
(33,927
|
)
|
|||
Recoveries of loans previously charged off
|
12,495
|
|
|
14,744
|
|
|
20,658
|
|
|||
Net loans charged off
|
(53,581
|
)
|
|
(18,546
|
)
|
|
(13,269
|
)
|
|||
Provision for credit losses
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|||
Balance at end of year
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
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, 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
|
|
|||||||||
Loans charged off
|
(2,045
|
)
|
|
(52,441
|
)
|
|
(3,087
|
)
|
|
(1,574
|
)
|
|
(1,368
|
)
|
|
(3,040
|
)
|
|
(2,521
|
)
|
|
—
|
|
|
(66,076
|
)
|
|||||||||
Recoveries of loans previously charged off
|
1,622
|
|
|
4,994
|
|
|
1,127
|
|
|
620
|
|
|
1,829
|
|
|
1,266
|
|
|
1,037
|
|
|
—
|
|
|
12,495
|
|
|||||||||
Net loans charged off
|
(423
|
)
|
|
(47,447
|
)
|
|
(1,960
|
)
|
|
(954
|
)
|
|
461
|
|
|
(1,774
|
)
|
|
(1,484
|
)
|
|
—
|
|
|
(53,581
|
)
|
|||||||||
Provision for loan losses
(1)
|
(5,481
|
)
|
|
40,035
|
|
|
2,744
|
|
|
3,787
|
|
|
(2,020
|
)
|
|
2,946
|
|
|
2,197
|
|
|
—
|
|
|
44,208
|
|
|||||||||
Balance at December 31, 2018
|
$
|
52,889
|
|
|
$
|
58,868
|
|
|
$
|
18,911
|
|
|
$
|
18,921
|
|
|
$
|
5,061
|
|
|
$
|
3,217
|
|
|
$
|
2,670
|
|
|
$
|
—
|
|
|
$
|
160,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans collectively evaluated for impairment
|
$
|
45,634
|
|
|
$
|
46,355
|
|
|
$
|
8,541
|
|
|
$
|
9,527
|
|
|
$
|
4,268
|
|
|
$
|
3,210
|
|
|
$
|
2,670
|
|
|
$
|
—
|
|
|
$
|
120,205
|
|
Loans individually evaluated for impairment
|
7,255
|
|
|
12,513
|
|
|
10,370
|
|
|
9,394
|
|
|
793
|
|
|
7
|
|
|
—
|
|
|
N/A
|
|
|
40,332
|
|
|||||||||
|
$
|
52,889
|
|
|
$
|
58,868
|
|
|
$
|
18,911
|
|
|
$
|
18,921
|
|
|
$
|
5,061
|
|
|
$
|
3,217
|
|
|
$
|
2,670
|
|
|
$
|
—
|
|
|
$
|
160,537
|
|
Loans, net of unearned income at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans collectively evaluated for impairment
|
$
|
6,388,212
|
|
|
$
|
4,349,255
|
|
|
$
|
1,428,764
|
|
|
$
|
2,212,274
|
|
|
$
|
909,209
|
|
|
$
|
419,175
|
|
|
$
|
268,733
|
|
|
N/A
|
|
|
$
|
15,975,622
|
|
|
Loans individually evaluated for impairment
|
46,073
|
|
|
55,293
|
|
|
23,373
|
|
|
38,770
|
|
|
7,390
|
|
|
11
|
|
|
19,268
|
|
|
N/A
|
|
|
190,178
|
|
|||||||||
|
$
|
6,434,285
|
|
|
$
|
4,404,548
|
|
|
$
|
1,452,137
|
|
|
$
|
2,251,044
|
|
|
$
|
916,599
|
|
|
$
|
419,186
|
|
|
$
|
288,001
|
|
|
N/A
|
|
|
$
|
16,165,800
|
|
|
Allowance for loan losses at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans collectively evaluated for impairment
|
$
|
50,681
|
|
|
$
|
54,874
|
|
|
$
|
7,003
|
|
|
$
|
6,193
|
|
|
$
|
5,653
|
|
|
$
|
2,028
|
|
|
$
|
1,957
|
|
|
$
|
—
|
|
|
$
|
128,389
|
|
Loans individually evaluated for impairment
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans collectively evaluated for impairment
|
$
|
6,316,023
|
|
|
$
|
4,236,572
|
|
|
$
|
1,535,026
|
|
|
$
|
1,913,004
|
|
|
$
|
994,738
|
|
|
$
|
313,757
|
|
|
$
|
267,998
|
|
|
N/A
|
|
|
$
|
15,577,118
|
|
|
Loans individually evaluated for impairment
|
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
|
|
(1)
|
For the year ended
December 31, 2018
, the provision for loan losses excluded a
$2.7 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
$46.9 million
for the year ended
December 31, 2018
. 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 was
$23.3 million
for the year ended
December 31, 2017
.
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
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
|
$
|
25,095
|
|
|
$
|
23,481
|
|
|
$
|
—
|
|
|
$
|
26,728
|
|
|
$
|
22,886
|
|
|
$
|
—
|
|
Commercial
|
33,493
|
|
|
26,585
|
|
|
—
|
|
|
44,936
|
|
|
39,550
|
|
|
—
|
|
||||||
Real estate - residential mortgage
|
3,149
|
|
|
3,149
|
|
|
—
|
|
|
4,575
|
|
|
4,575
|
|
|
—
|
|
||||||
Construction
|
8,980
|
|
|
5,083
|
|
|
—
|
|
|
12,477
|
|
|
8,100
|
|
|
—
|
|
||||||
Leasing
|
19,269
|
|
|
19,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
89,986
|
|
|
77,566
|
|
|
|
|
88,716
|
|
|
75,111
|
|
|
|
||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
29,005
|
|
|
22,592
|
|
|
7,255
|
|
|
33,710
|
|
|
25,895
|
|
|
8,112
|
|
||||||
Commercial
|
37,706
|
|
|
28,708
|
|
|
12,513
|
|
|
29,816
|
|
|
24,175
|
|
|
11,406
|
|
||||||
Real estate - home equity
|
26,599
|
|
|
23,373
|
|
|
10,370
|
|
|
28,282
|
|
|
24,693
|
|
|
11,124
|
|
||||||
Real estate - residential mortgage
|
39,972
|
|
|
35,621
|
|
|
9,394
|
|
|
42,597
|
|
|
37,132
|
|
|
9,895
|
|
||||||
Construction
|
5,984
|
|
|
2,307
|
|
|
793
|
|
|
7,308
|
|
|
4,097
|
|
|
967
|
|
||||||
Consumer
|
11
|
|
|
11
|
|
|
7
|
|
|
26
|
|
|
26
|
|
|
17
|
|
||||||
|
139,277
|
|
|
112,612
|
|
|
40,332
|
|
|
141,739
|
|
|
116,018
|
|
|
41,521
|
|
||||||
Total
|
$
|
229,263
|
|
|
$
|
190,178
|
|
|
$
|
40,332
|
|
|
$
|
230,455
|
|
|
$
|
191,129
|
|
|
$
|
41,521
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
|
Average
Recorded Investment |
|
Interest Income
Recognized (1) |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
$
|
25,258
|
|
|
$
|
368
|
|
|
$
|
22,793
|
|
|
$
|
281
|
|
|
$
|
24,232
|
|
|
$
|
294
|
|
Commercial
|
33,395
|
|
|
259
|
|
|
31,357
|
|
|
182
|
|
|
19,825
|
|
|
104
|
|
||||||
Real estate - residential mortgage
|
3,727
|
|
|
91
|
|
|
4,631
|
|
|
107
|
|
|
5,598
|
|
|
126
|
|
||||||
Construction
|
6,943
|
|
|
—
|
|
|
7,255
|
|
|
12
|
|
|
6,285
|
|
|
48
|
|
||||||
|
69,323
|
|
|
718
|
|
|
66,036
|
|
|
582
|
|
|
55,940
|
|
|
572
|
|
||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
24,300
|
|
|
345
|
|
|
27,193
|
|
|
338
|
|
|
31,737
|
|
|
384
|
|
||||||
Commercial
|
24,888
|
|
|
185
|
|
|
24,112
|
|
|
137
|
|
|
26,744
|
|
|
134
|
|
||||||
Real estate - home equity
|
24,426
|
|
|
794
|
|
|
21,704
|
|
|
534
|
|
|
17,912
|
|
|
285
|
|
||||||
Real estate - residential mortgage
|
36,387
|
|
|
896
|
|
|
39,093
|
|
|
903
|
|
|
42,191
|
|
|
908
|
|
||||||
Construction
|
2,683
|
|
|
—
|
|
|
6,160
|
|
|
11
|
|
|
6,501
|
|
|
41
|
|
||||||
Consumer
|
16
|
|
|
1
|
|
|
33
|
|
|
2
|
|
|
33
|
|
|
2
|
|
||||||
Leasing, other and overdrafts
|
3,854
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
854
|
|
|
—
|
|
||||||
|
116,554
|
|
|
2,221
|
|
|
118,580
|
|
|
1,925
|
|
|
125,972
|
|
|
1,754
|
|
||||||
Total
|
$
|
185,877
|
|
|
$
|
2,939
|
|
|
$
|
184,616
|
|
|
$
|
2,507
|
|
|
$
|
181,912
|
|
|
$
|
2,326
|
|
(1)
|
All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the years ended December 31, 2018, 2017 and 2016 represents amounts earned on accruing TDRs.
|
|
Pass
|
|
Special Mention
|
|
Substandard or Lower
|
|
Total
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
6,129,463
|
|
|
$
|
6,066,396
|
|
|
$
|
170,827
|
|
|
$
|
147,604
|
|
|
$
|
133,995
|
|
|
$
|
150,804
|
|
|
$
|
6,434,285
|
|
|
$
|
6,364,804
|
|
Commercial - secured
|
3,902,484
|
|
|
3,831,485
|
|
|
193,470
|
|
|
121,842
|
|
|
129,026
|
|
|
179,113
|
|
|
4,224,980
|
|
|
4,132,440
|
|
||||||||
Commercial -unsecured
|
171,589
|
|
|
159,620
|
|
|
4,016
|
|
|
5,478
|
|
|
3,963
|
|
|
2,759
|
|
|
179,568
|
|
|
167,857
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
4,074,073
|
|
|
3,991,105
|
|
|
197,486
|
|
|
127,320
|
|
|
132,989
|
|
|
181,872
|
|
|
4,404,548
|
|
|
4,300,297
|
|
||||||||
Construction - commercial residential
|
104,079
|
|
|
143,759
|
|
|
6,912
|
|
|
5,259
|
|
|
6,881
|
|
|
14,084
|
|
|
117,872
|
|
|
163,102
|
|
||||||||
Construction - commercial
|
723,030
|
|
|
761,218
|
|
|
1,163
|
|
|
846
|
|
|
2,533
|
|
|
3,752
|
|
|
726,726
|
|
|
765,816
|
|
||||||||
Total construction (excluding construction - other)
|
827,109
|
|
|
904,977
|
|
|
8,075
|
|
|
6,105
|
|
|
9,414
|
|
|
17,836
|
|
|
844,598
|
|
|
928,918
|
|
||||||||
Total
|
$
|
11,030,645
|
|
|
$
|
10,962,478
|
|
|
$
|
376,388
|
|
|
$
|
281,029
|
|
|
$
|
276,398
|
|
|
$
|
350,512
|
|
|
$
|
11,683,431
|
|
|
$
|
11,594,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
94.4
|
%
|
|
94.6
|
%
|
|
3.2
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
3.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Performing
|
|
Delinquent
(1)
|
|
Non-performing
(2)
|
|
Total
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
1,431,666
|
|
|
$
|
1,535,557
|
|
|
$
|
10,702
|
|
|
$
|
12,655
|
|
|
$
|
9,769
|
|
|
$
|
11,507
|
|
|
$
|
1,452,137
|
|
|
$
|
1,559,719
|
|
Real estate - residential mortgage
|
2,202,955
|
|
|
1,914,888
|
|
|
28,988
|
|
|
18,852
|
|
|
19,101
|
|
|
20,971
|
|
|
2,251,044
|
|
|
1,954,711
|
|
||||||||
Real estate - construction - other
|
71,511
|
|
|
77,403
|
|
|
—
|
|
|
203
|
|
|
490
|
|
|
411
|
|
|
72,001
|
|
|
78,017
|
|
||||||||
Consumer - direct
|
55,629
|
|
|
54,828
|
|
|
338
|
|
|
315
|
|
|
66
|
|
|
70
|
|
|
56,033
|
|
|
55,213
|
|
||||||||
Consumer - indirect
|
359,405
|
|
|
254,663
|
|
|
3,405
|
|
|
3,681
|
|
|
343
|
|
|
226
|
|
|
363,153
|
|
|
258,570
|
|
||||||||
Total consumer
|
415,034
|
|
|
309,491
|
|
|
3,743
|
|
|
3,996
|
|
|
409
|
|
|
296
|
|
|
419,186
|
|
|
313,783
|
|
||||||||
Leasing, other and overdrafts
|
267,112
|
|
|
267,111
|
|
|
1,302
|
|
|
855
|
|
|
19,587
|
|
|
32
|
|
|
288,001
|
|
|
267,998
|
|
||||||||
Total
|
$
|
4,388,278
|
|
|
$
|
4,104,450
|
|
|
$
|
44,735
|
|
|
$
|
36,561
|
|
|
$
|
49,356
|
|
|
$
|
33,217
|
|
|
$
|
4,482,369
|
|
|
$
|
4,174,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
97.9
|
%
|
|
98.3
|
%
|
|
1.0
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|
0.8
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Non-accrual loans
|
$
|
128,572
|
|
|
$
|
124,749
|
|
Loans 90 days or more past due and still accruing
|
11,106
|
|
|
10,010
|
|
||
Total non-performing loans
|
139,678
|
|
|
134,759
|
|
||
Other real estate owned
|
10,518
|
|
|
9,823
|
|
||
Total non-performing assets
|
$
|
150,196
|
|
|
$
|
144,582
|
|
|
2018
|
||||||||||||||||||||||
|
30-59
Days Past Due |
|
60-89
Days Past Due |
|
≥ 90 Days Past Due and Accruing
|
|
Non-
accrual |
|
Current
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
12,206
|
|
|
$
|
1,500
|
|
|
$
|
1,765
|
|
|
$
|
30,388
|
|
|
$
|
6,388,426
|
|
|
$
|
6,434,285
|
|
Commercial - secured
|
5,227
|
|
|
938
|
|
|
1,068
|
|
|
49,299
|
|
|
4,168,448
|
|
|
4,224,980
|
|
||||||
Commercial - unsecured
|
1,598
|
|
|
—
|
|
|
51
|
|
|
851
|
|
|
177,068
|
|
|
179,568
|
|
||||||
Total Commercial - industrial, financial and agricultural
|
6,825
|
|
|
938
|
|
|
1,119
|
|
|
50,150
|
|
|
4,345,516
|
|
|
4,404,548
|
|
||||||
Real estate - home equity
|
7,144
|
|
|
3,558
|
|
|
3,061
|
|
|
6,708
|
|
|
1,431,666
|
|
|
1,452,137
|
|
||||||
Real estate - residential mortgage
|
20,796
|
|
|
8,192
|
|
|
4,433
|
|
|
14,668
|
|
|
2,202,955
|
|
|
2,251,044
|
|
||||||
Construction - commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
726,707
|
|
|
726,726
|
|
||||||
Construction - commercial residential
|
2,489
|
|
|
—
|
|
|
—
|
|
|
6,881
|
|
|
108,502
|
|
|
117,872
|
|
||||||
Construction - other
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|
71,511
|
|
|
72,001
|
|
||||||
Total Real estate - construction
|
2,489
|
|
|
—
|
|
|
—
|
|
|
7,390
|
|
|
906,720
|
|
|
916,599
|
|
||||||
Consumer - direct
|
267
|
|
|
71
|
|
|
66
|
|
|
—
|
|
|
55,629
|
|
|
56,033
|
|
||||||
Consumer - indirect
|
2,908
|
|
|
497
|
|
|
343
|
|
|
—
|
|
|
359,405
|
|
|
363,153
|
|
||||||
Total Consumer
|
3,175
|
|
|
568
|
|
|
409
|
|
|
—
|
|
|
415,034
|
|
|
419,186
|
|
||||||
Leasing, other and overdrafts
|
1,005
|
|
|
297
|
|
|
319
|
|
|
19,268
|
|
|
267,112
|
|
|
288,001
|
|
||||||
Total
|
$
|
53,640
|
|
|
$
|
15,053
|
|
|
$
|
11,106
|
|
|
$
|
128,572
|
|
|
$
|
15,957,429
|
|
|
$
|
16,165,800
|
|
|
2017
|
||||||||||||||||||||||
|
30-59
Days Past Due |
|
60-89
Days Past Due |
|
≥ 90 Days Past Due and Accruing
|
|
Non-
accrual |
|
Current
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
9,456
|
|
|
$
|
4,223
|
|
|
$
|
625
|
|
|
$
|
34,822
|
|
|
$
|
6,315,678
|
|
|
$
|
6,364,804
|
|
Commercial - secured
|
4,778
|
|
|
5,254
|
|
|
1,360
|
|
|
52,255
|
|
|
4,068,793
|
|
|
4,132,440
|
|
||||||
Commercial - unsecured
|
305
|
|
|
10
|
|
|
45
|
|
|
649
|
|
|
166,848
|
|
|
167,857
|
|
||||||
Total Commercial - industrial, financial and agricultural
|
5,083
|
|
|
5,264
|
|
|
1,405
|
|
|
52,904
|
|
|
4,235,641
|
|
|
4,300,297
|
|
||||||
Real estate - home equity
|
9,640
|
|
|
3,015
|
|
|
2,372
|
|
|
9,135
|
|
|
1,535,557
|
|
|
1,559,719
|
|
||||||
Real estate - residential mortgage
|
11,961
|
|
|
6,891
|
|
|
5,280
|
|
|
15,691
|
|
|
1,914,888
|
|
|
1,954,711
|
|
||||||
Construction - commercial
|
483
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
765,314
|
|
|
765,816
|
|
||||||
Construction - commercial residential
|
—
|
|
|
439
|
|
|
—
|
|
|
11,767
|
|
|
150,896
|
|
|
163,102
|
|
||||||
Construction - other
|
203
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|
77,403
|
|
|
78,017
|
|
||||||
Total Real estate - construction
|
686
|
|
|
439
|
|
|
—
|
|
|
12,197
|
|
|
993,613
|
|
|
1,006,935
|
|
||||||
Consumer - direct
|
260
|
|
|
55
|
|
|
70
|
|
|
—
|
|
|
54,828
|
|
|
55,213
|
|
||||||
Consumer - indirect
|
3,055
|
|
|
626
|
|
|
226
|
|
|
—
|
|
|
254,663
|
|
|
258,570
|
|
||||||
Total Consumer
|
3,315
|
|
|
681
|
|
|
296
|
|
|
—
|
|
|
309,491
|
|
|
313,783
|
|
||||||
Leasing, other and overdrafts
|
568
|
|
|
287
|
|
|
32
|
|
|
—
|
|
|
267,111
|
|
|
267,998
|
|
||||||
Total
|
$
|
40,709
|
|
|
$
|
20,800
|
|
|
$
|
10,010
|
|
|
$
|
124,749
|
|
|
$
|
15,571,979
|
|
|
$
|
15,768,247
|
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Real-estate - residential mortgage
|
$
|
24,102
|
|
|
$
|
26,016
|
|
Real estate - home equity
|
16,665
|
|
|
15,558
|
|
||
Real-estate - commercial mortgage
|
15,685
|
|
|
13,959
|
|
||
Commercial
|
5,143
|
|
|
10,820
|
|
||
Consumer - direct
|
10
|
|
|
26
|
|
||
Total accruing TDRs
|
61,605
|
|
|
66,379
|
|
||
Non-accrual TDRs
(1)
|
28,659
|
|
|
29,051
|
|
||
Total TDRs
|
$
|
90,264
|
|
|
$
|
95,430
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||
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 without rate concession
|
8
|
|
|
$
|
4,226
|
|
|
23
|
|
|
$
|
15,058
|
|
|
12
|
|
|
$
|
3,904
|
|
|
Bankruptcy
|
—
|
|
|
—
|
|
|
1
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|||
Real estate - commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Extend maturity without rate concession
|
6
|
|
|
8,261
|
|
|
9
|
|
|
2,899
|
|
|
—
|
|
|
—
|
|
|||
|
Bankruptcy
|
—
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
Real estate - home equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Extend maturity without rate concession
|
85
|
|
|
4,549
|
|
|
69
|
|
|
5,843
|
|
|
89
|
|
|
4,484
|
|
|||
|
Bankruptcy
|
11
|
|
|
538
|
|
|
28
|
|
|
1,813
|
|
|
47
|
|
|
2,671
|
|
|||
Real estate – residential mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Extend maturity with rate concession
|
4
|
|
|
451
|
|
|
2
|
|
|
468
|
|
|
—
|
|
|
—
|
|
|||
|
Extend maturity without rate concession
|
2
|
|
|
345
|
|
|
5
|
|
|
1,044
|
|
|
2
|
|
|
315
|
|
|||
|
Bankruptcy
|
1
|
|
|
5
|
|
|
3
|
|
|
392
|
|
|
6
|
|
|
981
|
|
|||
Construction - commercial residential:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Extend maturity without rate concession
|
—
|
|
|
—
|
|
|
1
|
|
|
1,204
|
|
|
—
|
|
|
—
|
|
|||
|
Bankruptcy
|
—
|
|
|
—
|
|
|
1
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
23
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
117
|
|
|
$
|
18,375
|
|
|
143
|
|
|
$
|
29,634
|
|
|
158
|
|
|
$
|
12,378
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
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
|
|
|
448
|
|
|
2
|
|
|
549
|
|
|
1
|
|
|
118
|
|
|||
Real estate - residential mortgage
|
5
|
|
|
717
|
|
|
5
|
|
|
577
|
|
|
8
|
|
|
1,500
|
|
|||
Commercial
|
1
|
|
|
2,163
|
|
|
6
|
|
|
1,571
|
|
|
7
|
|
|
2,523
|
|
|||
Real estate - home equity
|
30
|
|
|
1,635
|
|
|
25
|
|
|
1,575
|
|
|
28
|
|
|
1,836
|
|
|||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
19
|
|
|||
Total
|
38
|
|
|
$
|
4,963
|
|
|
40
|
|
|
$
|
5,875
|
|
|
45
|
|
|
$
|
5,996
|
|
NOTE 5 – PREMISES AND EQUIPMENT
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
35,160
|
|
|
$
|
35,560
|
|
Buildings and improvements
|
325,831
|
|
|
307,332
|
|
||
Furniture and equipment
|
150,566
|
|
|
150,876
|
|
||
Construction in progress
|
24,993
|
|
|
19,916
|
|
||
|
536,550
|
|
|
513,684
|
|
||
Less: Accumulated depreciation and amortization
|
(302,021
|
)
|
|
(290,882
|
)
|
||
Total
|
$
|
234,529
|
|
|
$
|
222,802
|
|
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
|
NOTE 7 – MORTGAGE SERVICING RIGHTS
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Amortized cost:
|
|
|
|
||||
Balance at beginning of year
|
$
|
37,663
|
|
|
$
|
38,822
|
|
Originations of mortgage servicing rights
|
6,756
|
|
|
4,968
|
|
||
Amortization expense
|
(5,846
|
)
|
|
(6,127
|
)
|
||
Balance at end of year
|
$
|
38,573
|
|
|
$
|
37,663
|
|
|
|
|
|
||||
Valuation allowance:
|
|
|
|
||||
Balance at beginning of year
|
$
|
—
|
|
|
$
|
(1,291
|
)
|
Net deductions to the valuation allowance
|
—
|
|
|
1,291
|
|
||
Balance at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Net MSRs at end of year
|
$
|
38,573
|
|
|
$
|
37,663
|
|
Year
|
|
||
2019
|
$
|
6,477
|
|
2020
|
6,037
|
|
|
2021
|
5,549
|
|
|
2022
|
5,010
|
|
|
2023
|
4,419
|
|
NOTE 8 – DEPOSITS
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Noninterest-bearing demand
|
$
|
4,310,105
|
|
|
$
|
4,437,294
|
|
Interest-bearing demand
|
4,240,974
|
|
|
4,018,107
|
|
||
Savings and money market accounts
|
4,926,937
|
|
|
4,586,746
|
|
||
Total demand and savings
|
13,478,016
|
|
|
13,042,147
|
|
||
Brokered deposits
|
176,239
|
|
|
90,473
|
|
||
Time deposits
|
2,721,904
|
|
|
2,664,912
|
|
||
Total Deposits
|
$
|
16,376,159
|
|
|
$
|
15,797,532
|
|
Year
|
|
||
2019
|
$
|
1,561,694
|
|
2020
|
667,265
|
|
|
2021
|
253,314
|
|
|
2022
|
153,447
|
|
|
2023
|
31,230
|
|
|
Thereafter
|
54,954
|
|
|
|
$
|
2,721,904
|
|
NOTE 9 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT
|
|
December 31,
|
|
Maximum Outstanding
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Federal funds purchased
|
$
|
—
|
|
|
$
|
220,000
|
|
|
$
|
278,570
|
|
|
$
|
525,000
|
|
|
$
|
387,110
|
|
|
$
|
449,184
|
|
Short-term FHLB advances
(1)
|
385,000
|
|
|
—
|
|
|
—
|
|
|
385,000
|
|
|
250,000
|
|
|
—
|
|
||||||
Customer repurchase agreements
|
43,500
|
|
|
172,017
|
|
|
195,734
|
|
|
181,989
|
|
|
233,274
|
|
|
221,989
|
|
||||||
Customer short-term promissory notes
|
326,277
|
|
|
225,507
|
|
|
67,013
|
|
|
365,689
|
|
|
237,298
|
|
|
77,887
|
|
||||||
|
$
|
754,777
|
|
|
$
|
617,524
|
|
|
$
|
541,317
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in thousands)
|
||||||||||
Amount outstanding as of December 31
|
$
|
43,500
|
|
|
$
|
172,017
|
|
|
$
|
195,734
|
|
Weighted average interest rate as of December 31
|
0.25
|
%
|
|
0.13
|
%
|
|
0.10
|
%
|
|||
Average amount outstanding during the year
|
$
|
138,198
|
|
|
$
|
188,974
|
|
|
$
|
184,978
|
|
Weighted average interest rate during the year
|
0.21
|
%
|
|
0.12
|
%
|
|
0.11
|
%
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
FHLB advances
|
$
|
601,978
|
|
|
$
|
652,113
|
|
Subordinated debt
|
250,000
|
|
|
250,000
|
|
||
Senior notes
|
125,000
|
|
|
125,000
|
|
||
Junior subordinated deferrable interest debentures
|
16,496
|
|
|
16,496
|
|
||
Unamortized discounts and issuance costs
|
(1,195
|
)
|
|
(5,263
|
)
|
||
|
$
|
992,279
|
|
|
$
|
1,038,346
|
|
Year
|
|
||
2019
|
$
|
252,351
|
|
2020
|
142,173
|
|
|
2021
|
199,237
|
|
|
2022
|
130,195
|
|
|
2023
|
—
|
|
|
Thereafter
|
268,323
|
|
|
|
$
|
992,279
|
|
Debentures Issued to
|
Fixed/
Variable |
|
Interest
Rate |
|
Amount
|
|
Maturity
|
|
Callable
|
|
Call Price
|
|||
Columbia Bancorp Statutory Trust
|
Variable
|
|
5.05
|
%
|
|
$
|
6,186
|
|
|
06/30/34
|
|
03/31/19
|
|
100.0
|
Columbia Bancorp Statutory Trust II
|
Variable
|
|
4.68
|
%
|
|
4,124
|
|
|
03/15/35
|
|
03/15/19
|
|
100.0
|
|
Columbia Bancorp Statutory Trust III
|
Variable
|
|
4.56
|
%
|
|
6,186
|
|
|
06/15/35
|
|
03/15/19
|
|
100.0
|
|
|
|
|
|
|
$
|
16,496
|
|
|
|
|
|
|
|
NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS
|
|
2018
|
|
2017
|
||||||||||||
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
Interest Rate Locks with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
$
|
101,700
|
|
|
$
|
1,148
|
|
|
$
|
129,469
|
|
|
$
|
1,059
|
|
Negative fair values
|
1,646
|
|
|
(12
|
)
|
|
8,957
|
|
|
(59
|
)
|
||||
Net interest rate locks with customers
|
|
|
1,136
|
|
|
|
|
1,000
|
|
||||||
Forward Commitments
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
1,540
|
|
|
3
|
|
|
3,856
|
|
|
34
|
|
||||
Negative fair values
|
83,562
|
|
|
(1,066
|
)
|
|
100,808
|
|
|
(213
|
)
|
||||
Net forward commitments
|
|
|
(1,063
|
)
|
|
|
|
(179
|
)
|
||||||
Interest Rate Swaps with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
1,185,144
|
|
|
33,258
|
|
|
1,316,548
|
|
|
24,505
|
|
||||
Negative fair values
|
1,386,046
|
|
|
(30,769
|
)
|
|
716,634
|
|
|
(18,978
|
)
|
||||
Net interest rate swaps with customers
|
|
|
2,489
|
|
|
|
|
5,527
|
|
||||||
Interest Rate Swaps with Dealer Counterparties
|
|
|
|
|
|
|
|
||||||||
Positive fair values
(1)
|
1,386,046
|
|
|
28,143
|
|
|
716,634
|
|
|
18,941
|
|
||||
Negative fair values
(1)
|
1,185,144
|
|
|
(16,338
|
)
|
|
1,316,548
|
|
|
(19,764
|
)
|
||||
Net interest rate swaps with dealer counterparties
|
|
|
11,805
|
|
|
|
|
(823
|
)
|
||||||
Foreign Exchange Contracts with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
5,881
|
|
|
105
|
|
|
4,852
|
|
|
276
|
|
||||
Negative fair values
|
9,690
|
|
|
(251
|
)
|
|
5,914
|
|
|
(119
|
)
|
||||
Net foreign exchange contracts with customers
|
|
|
(146
|
)
|
|
|
|
157
|
|
||||||
Foreign Exchange Contracts with Correspondent Banks
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
9,220
|
|
|
287
|
|
|
7,960
|
|
|
184
|
|
||||
Negative fair values
|
6,831
|
|
|
(130
|
)
|
|
6,048
|
|
|
(255
|
)
|
||||
Net foreign exchange contracts with correspondent banks
|
|
|
157
|
|
|
|
|
(71
|
)
|
||||||
Net derivative fair value asset
|
|
|
$
|
14,378
|
|
|
|
|
$
|
5,611
|
|
|
2018
|
|
2017
|
|
2016
|
|
Statement of Income Classification
|
||||||
|
(in thousands)
|
|
|
||||||||||
Interest rate locks with customers
|
$
|
136
|
|
|
$
|
364
|
|
|
$
|
(639
|
)
|
|
Mortgage banking income
|
Forward commitments
|
(884
|
)
|
|
(2,290
|
)
|
|
1,930
|
|
|
Mortgage banking income
|
|||
Interest rate swaps with customers
(1)
|
(3,038
|
)
|
|
(1,872
|
)
|
|
(25,461
|
)
|
|
Other non-interest expense
|
|||
Interest rate swaps with counterparties
(1)
|
12,628
|
|
|
6,576
|
|
|
25,461
|
|
|
Other non-interest expense
|
|||
Foreign exchange contracts with customers
|
(303
|
)
|
|
(126
|
)
|
|
353
|
|
|
Other service charges and fees
|
|||
Foreign exchange contracts with correspondent banks
|
228
|
|
|
135
|
|
|
(487
|
)
|
|
Other service charges and fees
|
|||
Net fair value gains on derivative financial instruments
|
$
|
8,767
|
|
|
$
|
2,787
|
|
|
$
|
1,157
|
|
|
|
|
Cost
(1)
|
|
Fair Value
|
|
Balance Sheet
Classification |
|
Fair Value Gain
|
|
Statement of Income Classification
|
||||||
|
(in thousands)
|
||||||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
$
|
26,407
|
|
|
$
|
27,099
|
|
|
Loans held for sale
|
|
$
|
231
|
|
|
Mortgage banking income
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
31,069
|
|
|
31,530
|
|
|
Loans held for sale
|
|
472
|
|
|
Mortgage banking income
|
(1)
|
Cost basis of mortgage loans held for sale represents the unpaid principal balance.
|
|
Gross Amounts
|
|
Gross Amounts Not Offset
|
|
|
||||||||||
|
Recognized
|
|
on the Consolidated
|
|
|
||||||||||
|
on the
|
|
Balance Sheets
|
|
|
||||||||||
|
Consolidated
|
|
Financial
|
|
Cash
|
|
Net
|
||||||||
|
Balance Sheets
|
|
Instruments
(1)
|
|
Collateral
(2)
|
|
Amount
|
||||||||
|
(in thousands)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative assets
|
$
|
61,401
|
|
|
$
|
(12,955
|
)
|
|
$
|
(23,270
|
)
|
|
$
|
25,176
|
|
Foreign exchange derivative assets with correspondent banks
|
287
|
|
|
(130
|
)
|
|
—
|
|
|
157
|
|
||||
Total
|
$
|
61,688
|
|
|
$
|
(13,085
|
)
|
|
$
|
(23,270
|
)
|
|
$
|
25,333
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative liabilities
|
$
|
47,107
|
|
|
$
|
(22,786
|
)
|
|
$
|
(22,786
|
)
|
|
$
|
1,535
|
|
Foreign exchange derivative liabilities with correspondent banks
|
130
|
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
47,237
|
|
|
$
|
(22,916
|
)
|
|
$
|
(22,786
|
)
|
|
$
|
1,535
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(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.
|
NOTE 11 – REGULATORY MATTERS
|
•
|
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;
|
•
|
Meet 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, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.
|
|
2018
|
|||||||||||||||||||
|
Actual
|
|
For Capital
Adequacy Purposes |
|
Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Total Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
2,200,257
|
|
|
12.8
|
%
|
|
$
|
1,380,905
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A.
|
1,319,090
|
|
|
12.1
|
|
|
871,413
|
|
|
8.0
|
|
|
$
|
1,089,267
|
|
|
10.0
|
%
|
||
Fulton Bank of New Jersey
|
418,207
|
|
|
13.3
|
|
|
250,999
|
|
|
8.0
|
|
|
313,748
|
|
|
10.0
|
|
|||
The Columbia Bank
|
266,661
|
|
|
12.9
|
|
|
165,676
|
|
|
8.0
|
|
|
207,094
|
|
|
10.0
|
|
|||
Lafayette Ambassador Bank
|
180,604
|
|
|
16.0
|
|
|
90,077
|
|
|
8.0
|
|
|
112,596
|
|
|
10.0
|
|
|||
Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,764,847
|
|
|
10.2
|
%
|
|
$
|
1,035,679
|
|
|
6.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
1,225,797
|
|
|
11.3
|
|
|
653,560
|
|
|
6.0
|
|
|
$
|
871,413
|
|
|
8.0
|
%
|
||
Fulton Bank of New Jersey
|
378,962
|
|
|
12.1
|
|
|
188,249
|
|
|
6.0
|
|
|
250,999
|
|
|
8.0
|
|
|||
The Columbia Bank
|
242,668
|
|
|
11.7
|
|
|
124,257
|
|
|
6.0
|
|
|
165,676
|
|
|
8.0
|
|
|||
Lafayette Ambassador Bank
|
169,835
|
|
|
15.1
|
|
|
67,558
|
|
|
6.0
|
|
|
90,077
|
|
|
8.0
|
|
|||
Common Equity Tier I Capital (to Risk-weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,764,847
|
|
|
10.2
|
%
|
|
$
|
776,759
|
|
|
4.5
|
%
|
|
N/A
|
|
|
N/A
|
||
Fulton Bank, N.A
|
1,181,797
|
|
|
10.8
|
|
|
490,170
|
|
|
4.5
|
|
|
$
|
708,023
|
|
|
6.5
|
%
|
||
Fulton Bank of New Jersey
|
378,962
|
|
|
12.1
|
|
|
141,187
|
|
|
4.5
|
|
|
203,936
|
|
|
6.5
|
|
|||
The Columbia Bank
|
242,668
|
|
|
11.7
|
|
|
93,192
|
|
|
4.5
|
|
|
134,611
|
|
|
6.5
|
|
|||
Lafayette Ambassador Bank
|
169,835
|
|
|
15.1
|
|
|
50,668
|
|
|
4.5
|
|
|
73,187
|
|
|
6.5
|
|
|||
Tier I Leverage Capital (to Average Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,764,847
|
|
|
9.0
|
%
|
|
$
|
783,118
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
1,225,797
|
|
|
10.0
|
|
|
487,992
|
|
|
4.0
|
|
|
$
|
609,989
|
|
|
5.0
|
%
|
||
Fulton Bank of New Jersey
|
378,962
|
|
|
9.4
|
|
|
162,098
|
|
|
4.0
|
|
|
202,623
|
|
|
5.0
|
|
|||
The Columbia Bank
|
242,668
|
|
|
10.1
|
|
|
96,269
|
|
|
4.0
|
|
|
120,336
|
|
|
5.0
|
|
|||
Lafayette Ambassador Bank
|
169,835
|
|
|
10.9
|
|
|
62,520
|
|
|
4.0
|
|
|
78,150
|
|
|
5.0
|
|
|
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 Leverage 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
|
|
NOTE 12 – INCOME TAXES
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
35,783
|
|
|
$
|
19,553
|
|
|
$
|
33,872
|
|
State
|
5,352
|
|
|
2,617
|
|
|
1,698
|
|
|||
|
41,135
|
|
|
22,170
|
|
|
35,570
|
|
|||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(16,841
|
)
|
|
39,885
|
|
|
7,968
|
|
|||
State
|
283
|
|
|
646
|
|
|
3,086
|
|
|||
|
(16,558
|
)
|
|
40,531
|
|
|
11,054
|
|
|||
Total income tax expense
|
$
|
24,577
|
|
|
$
|
62,701
|
|
|
$
|
46,624
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax credit investments
|
(6.1
|
)
|
|
(7.8
|
)
|
|
(7.0
|
)
|
Tax-exempt income
|
(4.1
|
)
|
|
(6.6
|
)
|
|
(6.5
|
)
|
Bank owned life insurance
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
Re-measurement of net deferred tax asset due to the Tax Act
|
(0.3
|
)
|
|
6.7
|
|
|
—
|
|
Change in valuation allowance
|
(0.1
|
)
|
|
1.2
|
|
|
0.3
|
|
Executive compensation
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
State income taxes, net of federal benefit
|
2.0
|
|
|
(0.5
|
)
|
|
1.2
|
|
Other, net
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
Effective income tax rate
|
10.5
|
%
|
|
26.7
|
%
|
|
22.4
|
%
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
37,906
|
|
|
$
|
40,554
|
|
Tax credit carryforward
|
27,615
|
|
|
—
|
|
||
Unrealized holding losses on securities
|
12,489
|
|
|
5,830
|
|
||
State loss carryforwards
|
11,605
|
|
|
11,855
|
|
||
Other accrued expenses
|
7,232
|
|
|
6,977
|
|
||
Deferred compensation
|
7,064
|
|
|
7,663
|
|
||
Postretirement and defined benefit plans
|
5,079
|
|
|
7,274
|
|
||
Other-than-temporary impairment of investments
|
1,803
|
|
|
2,045
|
|
||
Other
|
11,127
|
|
|
6,742
|
|
||
Total gross deferred tax assets
|
121,920
|
|
|
88,940
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Direct leasing
|
31,466
|
|
|
21,917
|
|
||
Mortgage servicing rights
|
8,560
|
|
|
8,204
|
|
||
Acquisition premiums/discounts
|
5,294
|
|
|
6,030
|
|
||
Premises and equipment
|
3,579
|
|
|
3,099
|
|
||
Intangible assets
|
1,292
|
|
|
1,155
|
|
||
Other
|
12,178
|
|
|
10,420
|
|
||
Total gross deferred tax liabilities
|
62,369
|
|
|
50,825
|
|
||
Net deferred tax asset, before valuation allowance
|
59,551
|
|
|
38,115
|
|
||
Valuation allowance
|
(11,605
|
)
|
|
(11,855
|
)
|
||
Net deferred tax asset
|
$
|
47,946
|
|
|
$
|
26,260
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
2,550
|
|
|
$
|
2,438
|
|
|
$
|
2,373
|
|
Current period tax positions
|
593
|
|
|
523
|
|
|
456
|
|
|||
Lapse of statute of limitations
|
(417
|
)
|
|
(411
|
)
|
|
(391
|
)
|
|||
Balance at end of year
|
$
|
2,726
|
|
|
$
|
2,550
|
|
|
$
|
2,438
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Included in other assets:
|
|
(in thousands)
|
|||||||||||
Affordable housing tax credit investments, net
|
|
$
|
170,401
|
|
|
$
|
191,771
|
|
|
$
|
169,382
|
|
|
Other tax credit investments, net
|
|
72,584
|
|
|
79,753
|
|
|
89,881
|
|
||||
|
Total tax credit investments, net
|
|
$
|
242,985
|
|
|
$
|
271,524
|
|
|
$
|
259,263
|
|
Included in other liabilities:
|
|
|
|
|
|
|
|||||||
Unfunded affordable housing tax credit commitments
|
|
$
|
23,196
|
|
|
$
|
68,848
|
|
|
$
|
40,634
|
|
|
Other tax credit liabilities
|
|
59,823
|
|
|
62,049
|
|
|
69,132
|
|
||||
|
Total unfunded tax credit commitments and liabilities
|
|
$
|
83,019
|
|
|
$
|
130,897
|
|
|
$
|
109,766
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(in thousands)
|
||||||||||
Components of Income Taxes:
|
|
|
|
|
|
|
|||||||
Affordable housing tax credits and other tax benefits
|
|
$
|
(30,721
|
)
|
|
$
|
(25,642
|
)
|
|
$
|
(23,571
|
)
|
|
Other tax credit investment credits and tax benefits
|
|
(6,385
|
)
|
|
(15,791
|
)
|
|
(8,761
|
)
|
||||
Amortization of affordable housing investments, net of tax benefit
|
|
21,569
|
|
|
16,958
|
|
|
15,574
|
|
||||
Deferred tax expense
|
|
1,341
|
|
|
6,201
|
|
|
2,177
|
|
||||
|
Total reduction in income tax expense
|
|
$
|
(14,196
|
)
|
|
$
|
(18,274
|
)
|
|
$
|
(14,581
|
)
|
Amortization of Tax Credit Investments:
|
|
|
|
|
|
|
|||||||
Affordable housing tax credits investment
|
|
$
|
3,355
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other tax credit investment amortization
|
|
8,094
|
|
|
11,028
|
|
|
—
|
|
||||
|
Total amortization of tax credit investments recorded in non-interest expense
|
|
$
|
11,449
|
|
|
$
|
11,028
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
NOTE 13 – EMPLOYEE BENEFIT PLANS
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
401(k) Retirement Plan
|
$
|
8,482
|
|
|
$
|
8,121
|
|
|
$
|
7,418
|
|
Pension Plan
|
3,435
|
|
|
4,168
|
|
|
4,310
|
|
|||
|
$
|
11,917
|
|
|
$
|
12,289
|
|
|
$
|
11,728
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Service cost
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
688
|
|
Interest cost
|
3,053
|
|
|
3,320
|
|
|
3,520
|
|
|||
Expected return on assets
|
(2,047
|
)
|
|
(1,804
|
)
|
|
(2,318
|
)
|
|||
Net amortization and deferral
|
2,429
|
|
|
2,652
|
|
|
2,420
|
|
|||
Net periodic pension cost
|
$
|
3,435
|
|
|
$
|
4,168
|
|
|
$
|
4,310
|
|
(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.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation at beginning of year
|
$
|
89,482
|
|
|
$
|
85,363
|
|
Interest cost
|
3,053
|
|
|
3,320
|
|
||
Benefit payments
|
(5,796
|
)
|
|
(3,751
|
)
|
||
Change in assumptions
|
(8,051
|
)
|
|
5,008
|
|
||
Experience gain
|
738
|
|
|
(458
|
)
|
||
Projected benefit obligation at end of year
|
$
|
79,426
|
|
|
$
|
89,482
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
54,061
|
|
|
$
|
48,684
|
|
Employer contributions
(1)
|
13,042
|
|
|
3,816
|
|
||
Actual return on plan assets
|
(3,482
|
)
|
|
5,312
|
|
||
Benefit payments
|
(5,796
|
)
|
|
(3,751
|
)
|
||
Fair value of plan assets at end of year
|
$
|
57,825
|
|
|
$
|
54,061
|
|
(1)
|
The Corporation funds at least the minimum amount required by federal law and regulations. The Corporation contributed
$13.0 million
and
$3.8 million
to the Pension Plan during
2018
and
2017
, respectively.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation
|
$
|
(79,426
|
)
|
|
$
|
(89,482
|
)
|
Fair value of plan assets
|
57,825
|
|
|
54,061
|
|
||
Funded status
|
$
|
(21,601
|
)
|
|
$
|
(35,421
|
)
|
|
Unrecognized Net Loss
|
||||||
|
Before tax
|
|
Net of tax
|
||||
|
(in thousands)
|
||||||
Balance as of December 31, 2016
|
$
|
30,169
|
|
|
$
|
19,610
|
|
Recognized as a component of 2017 periodic pension cost
|
(2,652
|
)
|
|
(1,724
|
)
|
||
Unrecognized gains arising in 2017
|
1,042
|
|
|
678
|
|
||
Balance as of December 31, 2017
|
28,559
|
|
|
18,564
|
|
||
Recognized as a component of 2018 periodic pension cost
|
(2,429
|
)
|
|
(1,892
|
)
|
||
Unrecognized losses arising in 2018
|
(1,783
|
)
|
|
(1,389
|
)
|
||
Re-measurement adjustments for tax rate changes
|
—
|
|
|
3,678
|
|
||
Balance as of December 31, 2018
|
$
|
24,347
|
|
|
$
|
18,961
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate-projected benefit obligation
|
4.25
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
Expected long-term rate of return on plan assets
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
2018
|
|
2017
|
||||||||||
|
Estimated
Fair Value |
|
% of Total
Assets |
|
Estimated
Fair Value |
|
% of Total
Assets |
||||||
|
(dollars in thousands)
|
||||||||||||
Equity mutual funds
|
$
|
18,532
|
|
|
|
|
$
|
19,219
|
|
|
|
||
Equity common trust funds
|
9,062
|
|
|
|
|
9,612
|
|
|
|
||||
Equity securities
|
27,594
|
|
|
47.7
|
%
|
|
28,831
|
|
|
53.3
|
%
|
||
Cash and money market funds
|
10,754
|
|
|
|
|
5,675
|
|
|
|
||||
Fixed income mutual funds
|
11,523
|
|
|
|
|
11,136
|
|
|
|
||||
Corporate debt securities
|
2,985
|
|
|
|
|
2,999
|
|
|
|
||||
U.S. Government agency securities
|
—
|
|
|
|
|
|
249
|
|
|
|
|
||
Fixed income securities and cash
|
25,262
|
|
|
43.7
|
%
|
|
20,059
|
|
|
37.1
|
%
|
||
Other alternative investment funds
|
4,969
|
|
|
8.6
|
%
|
|
5,171
|
|
|
9.6
|
%
|
||
|
$
|
57,825
|
|
|
100.0
|
%
|
|
$
|
54,061
|
|
|
100.0
|
%
|
Year
|
|
||
2019
|
$
|
3,899
|
|
2020
|
4,203
|
|
|
2021
|
4,390
|
|
|
2022
|
4,500
|
|
|
2023
|
4,628
|
|
|
2024 – 2028
|
24,718
|
|
|
|
$
|
46,338
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Interest cost
|
$
|
57
|
|
|
$
|
68
|
|
|
$
|
85
|
|
Net amortization and deferral
|
(559
|
)
|
|
(565
|
)
|
|
(551
|
)
|
|||
Net postretirement benefit
|
$
|
(502
|
)
|
|
$
|
(497
|
)
|
|
$
|
(466
|
)
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Accumulated postretirement benefit obligation at beginning of year
|
$
|
1,700
|
|
|
$
|
1,926
|
|
Interest cost
|
57
|
|
|
68
|
|
||
Benefit payments
|
(205
|
)
|
|
(216
|
)
|
||
Experience gain
|
35
|
|
|
(104
|
)
|
||
Change in assumptions
|
(67
|
)
|
|
26
|
|
||
Accumulated postretirement benefit obligation at end of year
|
$
|
1,520
|
|
|
$
|
1,700
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
3
|
|
Employer contributions
|
205
|
|
|
213
|
|
||
Benefit payments
|
(205
|
)
|
|
(216
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Before tax
|
|
|
||||||||||||
|
Unrecognized
Prior Service Cost |
|
Unrecognized
Net Loss (Gain) |
|
Total
|
|
Net of tax
|
||||||||
|
(in thousands)
|
||||||||||||||
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
|
)
|
||||
Recognized as a component of 2018 postretirement benefit cost
|
464
|
|
|
95
|
|
|
559
|
|
|
435
|
|
||||
Unrecognized gains arising in 2018
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|
(25
|
)
|
||||
Re-measurement adjustments for tax rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(3,940
|
)
|
|
$
|
(1,096
|
)
|
|
$
|
(5,036
|
)
|
|
$
|
(3,928
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate-projected benefit obligation
|
4.25
|
%
|
|
3.50
|
%
|
|
4.25
|
%
|
Expected long-term rate of return on plan assets
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Year
|
|
||
2019
|
$
|
189
|
|
2020
|
176
|
|
|
2021
|
164
|
|
|
2022
|
151
|
|
|
2023
|
140
|
|
|
2024 – 2028
|
534
|
|
|
|
$
|
1,354
|
|
NOTE 14 – SHAREHOLDERS’ EQUITY
|
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net of Tax Amount
|
||||||
|
(in thousands)
|
||||||||||
2018:
|
|
|
|
|
|
||||||
Unrealized loss on available for sale securities
|
$
|
(31,235
|
)
|
|
$
|
6,909
|
|
|
$
|
(24,326
|
)
|
Reclassification adjustment for available for sale securities gains included in net income
(1)
|
(37
|
)
|
|
7
|
|
|
(30
|
)
|
|||
Amortization of net unrealized losses on available for sale securities transferred to held to maturity
(2)
|
2,694
|
|
|
(596
|
)
|
|
2,098
|
|
|||
Non-credit related unrealized loss on other-than-temporarily impaired debt securities
|
285
|
|
|
(63
|
)
|
|
222
|
|
|||
Unrecognized pension and postretirement income
|
1,798
|
|
|
(398
|
)
|
|
1,400
|
|
|||
Amortization of net unrecognized pension and postretirement income
(3)
|
2,116
|
|
|
(468
|
)
|
|
1,648
|
|
|||
Total Other Comprehensive Loss
|
$
|
(24,379
|
)
|
|
$
|
5,391
|
|
|
$
|
(18,988
|
)
|
2017:
|
|
|
|
|
|
||||||
Unrealized gain on available for sale securities
|
$
|
16,051
|
|
|
$
|
(5,619
|
)
|
|
$
|
10,432
|
|
Reclassification adjustment for available for sale 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
(3)
|
2,092
|
|
|
(731
|
)
|
|
1,361
|
|
|||
Total Other Comprehensive Income
|
$
|
8,420
|
|
|
$
|
(2,945
|
)
|
|
$
|
5,475
|
|
2016:
|
|
|
|
|
|
||||||
Unrealized loss on available for sale securities
|
$
|
(22,907
|
)
|
|
$
|
8,016
|
|
|
$
|
(14,891
|
)
|
Reclassification adjustment for available for sale 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
(4)
|
25
|
|
|
(9
|
)
|
|
16
|
|
|||
Unrecognized pension and postretirement cost
|
(1,432
|
)
|
|
501
|
|
|
(931
|
)
|
|||
Amortization of net unrecognized pension and postretirement income
(3)
|
1,869
|
|
|
(653
|
)
|
|
1,216
|
|
|||
Total Other Comprehensive Loss
|
$
|
(25,280
|
)
|
|
$
|
8,848
|
|
|
$
|
(16,432
|
)
|
(1)
|
Amounts reclassified out of accumulated other comprehensive (loss) income. 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 (loss) income. Before-tax amounts as a reduction to "Interest Income" on the consolidated statements of income. See "Note 3, - Investment Securities," for additional details.
|
(3)
|
Amounts reclassified out of accumulated other comprehensive (loss) income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.
|
(4)
|
Amounts reclassified out of accumulated other comprehensive (loss) income. Before-tax amounts included in "Interest Expense" on the consolidated statements of income.
|
|
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, 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 (loss) income
|
(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 (loss) income
|
(5,894
|
)
|
|
—
|
|
|
—
|
|
|
1,361
|
|
|
(4,533
|
)
|
|||||
Balance as of December 31, 2017
|
(18,509
|
)
|
|
458
|
|
|
—
|
|
|
(14,923
|
)
|
|
(32,974
|
)
|
|||||
Other comprehensive loss before reclassifications
|
(24,326
|
)
|
|
222
|
|
|
—
|
|
|
1,400
|
|
|
(22,704
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
1,648
|
|
|
1,618
|
|
|||||
Amortization of net unrealized losses on available for sale securities transferred to held to maturity
|
2,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,098
|
|
|||||
Reclassification of stranded tax effects
|
(3,887
|
)
|
|
—
|
|
|
—
|
|
|
(3,214
|
)
|
|
(7,101
|
)
|
|||||
Balance as of December 31, 2018
|
$
|
(44,654
|
)
|
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
(15,089
|
)
|
|
$
|
(59,063
|
)
|
NOTE 15 – STOCK-BASED COMPENSATION PLANS
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
7,965
|
|
|
$
|
5,209
|
|
|
$
|
6,556
|
|
Tax benefit
|
(2,625
|
)
|
|
(3,994
|
)
|
|
(2,679
|
)
|
|||
Stock-based compensation, net of tax
|
$
|
5,340
|
|
|
$
|
1,215
|
|
|
$
|
3,877
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
7,124
|
|
|
$
|
4,922
|
|
|
$
|
6,165
|
|
Tax benefit
|
(1,585
|
)
|
|
(1,559
|
)
|
|
(2,158
|
)
|
|||
Restricted stock compensation, net of tax
|
$
|
5,539
|
|
|
$
|
3,363
|
|
|
$
|
4,007
|
|
|
Stock
Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding and exercisable as of December 31, 2017
|
878,202
|
|
|
$
|
10.66
|
|
|
|
|
|
||
Exercised
|
(214,845
|
)
|
|
10.29
|
|
|
|
|
|
|||
Forfeited
|
(1,117
|
)
|
|
9.84
|
|
|
|
|
|
|||
Expired
|
(3,472
|
)
|
|
9.78
|
|
|
|
|
|
|||
Outstanding and exercisable as of December 31, 2018
|
658,768
|
|
|
$
|
10.75
|
|
|
4.1 years
|
|
$
|
3.0
|
|
Exercisable as of December 31, 2018
|
658,768
|
|
|
$
|
10.75
|
|
|
4.1 years
|
|
$
|
3.0
|
|
|
|
Restricted Stock/RSUs/PSUs
(1)
|
|||||
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Nonvested as of December 31, 2017
|
|
1,306,937
|
|
|
$
|
13.91
|
|
Granted
|
|
536,172
|
|
|
17.15
|
|
|
Vested
|
|
(438,596
|
)
|
|
12.76
|
|
|
Forfeited
|
|
(36,020
|
)
|
|
16.18
|
|
|
Nonvested as of December 31, 2018
|
|
1,368,493
|
|
|
$
|
15.49
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in thousands)
|
||||||||||
Number of options exercised
|
214,845
|
|
|
411,292
|
|
|
920,924
|
|
|||
Total intrinsic value of options exercised
|
$
|
1,616
|
|
|
$
|
2,955
|
|
|
$
|
4,619
|
|
Cash received from options exercised
|
$
|
2,210
|
|
|
$
|
4,644
|
|
|
$
|
10,240
|
|
Tax deduction realized from options exercised
|
$
|
1,386
|
|
|
$
|
2,825
|
|
|
$
|
4,328
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Risk-free interest rate
|
2.63
|
%
|
|
1.43
|
%
|
|
0.92
|
%
|
Volatility of Corporation’s stock
|
23.50
|
%
|
|
22.45
|
%
|
|
20.75
|
%
|
Expected life of PSUs
|
3 Years
|
|
|
3 Years
|
|
|
3 Years
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
ESPP shares purchased
|
110,200
|
|
|
98,000
|
|
|
109,665
|
|
|||
Average purchase price per share (85% of market value)
|
$
|
14.74
|
|
|
$
|
15.28
|
|
|
$
|
12.37
|
|
Compensation expense recognized (in thousands)
|
$
|
287
|
|
|
$
|
261
|
|
|
$
|
240
|
|
NOTE 16 – LEASES
|
Year
|
|
||
2019
|
$
|
18,013
|
|
2020
|
17,254
|
|
|
2021
|
15,681
|
|
|
2022
|
13,735
|
|
|
2023
|
11,367
|
|
|
Thereafter
|
43,307
|
|
|
|
$
|
119,357
|
|
NOTE 17 – COMMITMENTS AND CONTINGENCIES
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Commercial and other
|
$
|
3,642,545
|
|
|
$
|
3,689,700
|
|
Home equity
|
1,475,066
|
|
|
1,422,284
|
|
||
Commercial mortgage and construction
|
1,188,972
|
|
|
1,093,045
|
|
||
Total commitments to extend credit
|
$
|
6,306,583
|
|
|
$
|
6,205,029
|
|
|
|
|
|
||||
Standby letters of credit
|
$
|
309,352
|
|
|
$
|
326,973
|
|
Commercial letters of credit
|
48,682
|
|
|
41,801
|
|
||
Total letters of credit
|
$
|
358,034
|
|
|
$
|
368,774
|
|
NOTE 18 – FAIR VALUE MEASUREMENTS
|
|
2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
27,099
|
|
|
$
|
—
|
|
|
$
|
27,099
|
|
Available for sale investment securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government sponsored agency securities
|
—
|
|
|
31,632
|
|
|
—
|
|
|
31,632
|
|
||||
State and municipal securities
|
—
|
|
|
279,095
|
|
|
—
|
|
|
279,095
|
|
||||
Corporate debt securities
|
—
|
|
|
106,258
|
|
|
3,275
|
|
|
109,533
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
832,080
|
|
|
—
|
|
|
832,080
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
463,344
|
|
|
—
|
|
|
463,344
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
261,616
|
|
|
—
|
|
|
261,616
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
102,994
|
|
|
102,994
|
|
||||
Total available for sale investment securities
|
—
|
|
|
1,974,025
|
|
|
106,269
|
|
|
2,080,294
|
|
||||
Investments held in Rabbi Trust
|
18,415
|
|
|
—
|
|
|
—
|
|
|
18,415
|
|
||||
Derivative assets
|
392
|
|
|
62,552
|
|
|
—
|
|
|
62,944
|
|
||||
Total assets
|
$
|
18,807
|
|
|
$
|
2,063,676
|
|
|
$
|
106,269
|
|
|
$
|
2,188,752
|
|
Investments held in Rabbi Trust
|
$
|
18,415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,415
|
|
Derivative liabilities
|
381
|
|
|
48,185
|
|
|
—
|
|
|
48,566
|
|
||||
Total liabilities
|
$
|
18,796
|
|
|
$
|
48,185
|
|
|
$
|
—
|
|
|
$
|
66,981
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
||||
Investments held in Rabbi Trust
|
18,982
|
|
|
—
|
|
|
—
|
|
|
18,982
|
|
||||
Derivative assets
|
469
|
|
|
44,539
|
|
|
—
|
|
|
45,008
|
|
||||
Total assets
|
$
|
20,369
|
|
|
$
|
2,520,682
|
|
|
$
|
102,425
|
|
|
$
|
2,643,476
|
|
Investments held in Rabbi Trust
|
$
|
18,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,982
|
|
Derivative liabilities
|
375
|
|
|
39,014
|
|
|
—
|
|
|
39,389
|
|
||||
Other liabilities
|
$
|
19,357
|
|
|
$
|
39,014
|
|
|
$
|
—
|
|
|
$
|
58,371
|
|
•
|
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, 2018
and
2017
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
– Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.
|
•
|
Equity securities
– As of
December 31, 2018
, the Corporation did not hold any equity securities. Equity securities held as of
December 31, 2017
consisted of common stocks of financial institutions and other equity investments. These Level 1 investments were 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 (
$86.1 million
at
December 31, 2018
and
$61.9 million
at
December 31, 2017
), single-issuer trust preferred securities issued by financial institutions (
$18.6 million
at
December 31, 2018
and
$30.7 million
at
December 31, 2017
), pooled trust preferred securities issued by financial institutions (
$875,000
at
December 31, 2018
and
$707,000
at
December 31, 2017
) and other corporate debt issued by non-financial institutions (
$3.9 million
at
December 31, 2018
and
$4.0 million
at
December 31, 2017
).
|
•
|
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.
|
•
|
Derivative assets
- fair value of foreign currency exchange contracts classified as Level 1 assets (
$392,000
at
December 31, 2018
and
$460,000
at
December 31, 2017
). 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.
|
•
|
Investments held in Rabbi Trust
- This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1 and are included in "other assets" on the consolidated balance sheets (
$18.4 million
at
December 31, 2018
and
$19.0 million
at
December 31, 2017
).
|
•
|
Derivative liabilities
- Level 1 liabilities, representing the fair value of foreign currency exchange contracts (
$381,000
at
December 31, 2018
and
$374,000
at
December 31, 2017
). The fair values of these liabilities are determined in the same manner as the related assets.
|
•
|
Investments held in Rabbi Trust
- fair value of amounts due to employees under deferred compensation plans classified as Level 1 liabilities (
$18.4 million
at
December 31, 2018
and
$19.0 million
at
December 31, 2017
).
|
|
Pooled Trust
Preferred Securities |
|
Single-issuer
Trust Preferred Securities |
|
Auction Rate Securities
|
||||||
|
(in thousands)
|
||||||||||
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
|
|
|||
Realized adjustments to fair value
|
—
|
|
|
71
|
|
|
—
|
|
|||
Unrealized adjustments to fair value
(1)
|
168
|
|
|
221
|
|
|
4,326
|
|
|||
Settlements - calls
|
—
|
|
|
(950
|
)
|
|
—
|
|
|||
Discount accretion
(2)
|
—
|
|
|
8
|
|
|
—
|
|
|||
Balance as of December 31, 2018
|
$
|
875
|
|
|
$
|
2,400
|
|
|
$
|
102,994
|
|
(1)
|
Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the
|
(2)
|
Included as a component of net interest income on the consolidated statements of income.
|
|
2018
|
|
2017
|
|||||
|
(in thousands)
|
|||||||
Net loans
|
|
$
|
149,846
|
|
|
$
|
149,608
|
|
OREO
|
|
10,518
|
|
|
9,823
|
|
||
MSRs
|
|
38,573
|
|
|
37,663
|
|
||
Total assets
|
|
$
|
198,937
|
|
|
$
|
197,094
|
|
•
|
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 (
$10.5 million
at
December 31, 2018
and
$9.8 million
at
December 31, 2017
) 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 (
$38.6 million
at
December 31, 2018
and
$37.7 million
at
December 31, 2017
), 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, 2018
valuation were
8.9%
and
9.0%
, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.
|
|
2018
|
||||||||||||||||||
|
Amortized Cost
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Estimated Fair Value
|
||||||||||
FINANCIAL ASSETS
|
(in thousands)
|
||||||||||||||||||
Cash and due from banks
|
$
|
103,436
|
|
|
$
|
103,436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,436
|
|
Interest-bearing deposits with other banks
|
342,251
|
|
|
342,251
|
|
|
—
|
|
|
—
|
|
|
342,251
|
|
|||||
FRB and FHLB stock
|
79,283
|
|
|
—
|
|
|
79,283
|
|
|
—
|
|
|
79,283
|
|
|||||
Loans held for sale
|
27,099
|
|
|
—
|
|
|
27,099
|
|
|
—
|
|
|
27,099
|
|
|||||
Held to maturity investment securities
|
606,679
|
|
|
611,419
|
|
|
—
|
|
|
—
|
|
|
611,419
|
|
|||||
Available for sale investment securities
|
2,115,265
|
|
|
—
|
|
|
1,974,025
|
|
|
106,269
|
|
|
2,080,294
|
|
|||||
Net Loans
|
16,005,263
|
|
|
—
|
|
|
—
|
|
|
15,446,895
|
|
|
15,446,895
|
|
|||||
Accrued interest receivable
|
58,879
|
|
|
58,879
|
|
|
—
|
|
|
—
|
|
|
58,879
|
|
|||||
Other financial assets
|
235,782
|
|
|
124,138
|
|
|
62,552
|
|
|
49,092
|
|
|
235,782
|
|
|||||
FINANCIAL LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand and savings deposits
|
$
|
13,478,016
|
|
|
$
|
13,478,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,478,016
|
|
Brokered deposits
|
176,239
|
|
|
176,239
|
|
|
—
|
|
|
—
|
|
|
176,239
|
|
|||||
Time deposits
|
2,721,904
|
|
|
—
|
|
|
2,712,296
|
|
|
—
|
|
|
2,712,296
|
|
|||||
Short-term borrowings
|
754,777
|
|
|
754,777
|
|
|
—
|
|
|
—
|
|
|
754,777
|
|
|||||
Accrued interest payable
|
10,529
|
|
|
10,529
|
|
|
—
|
|
|
—
|
|
|
10,529
|
|
|||||
Other financial liabilities
|
218,061
|
|
|
161,003
|
|
|
48,185
|
|
|
8,873
|
|
|
218,061
|
|
|||||
FHLB advances and long-term debt
|
992,279
|
|
|
—
|
|
|
970,985
|
|
|
—
|
|
|
970,985
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2017
|
||||||||||||||||||
|
Amortized Cost
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Estimated Fair Value
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
FINANCIAL ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
108,291
|
|
|
$
|
108,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,291
|
|
Interest-bearing deposits with other banks
|
293,805
|
|
|
293,805
|
|
|
—
|
|
|
—
|
|
|
293,805
|
|
|||||
FRB and FHLB stock
|
60,761
|
|
|
—
|
|
|
60,761
|
|
|
—
|
|
|
60,761
|
|
|||||
Loans held for sale
|
31,530
|
|
|
—
|
|
|
31,530
|
|
|
—
|
|
|
31,530
|
|
|||||
Held to maturity investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Available for sale investment securities
|
2,547,956
|
|
|
918
|
|
|
2,444,613
|
|
|
102,425
|
|
|
2,547,956
|
|
|||||
Net Loans
|
15,598,337
|
|
|
—
|
|
|
—
|
|
|
15,380,974
|
|
|
15,380,974
|
|
|||||
Accrued interest receivable
|
52,910
|
|
|
52,910
|
|
|
—
|
|
|
—
|
|
|
52,910
|
|
|||||
Other financial assets
|
215,464
|
|
|
123,439
|
|
|
44,539
|
|
|
47,486
|
|
|
215,464
|
|
|||||
FINANCIAL LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand and savings deposits
|
$
|
13,042,147
|
|
|
$
|
13,042,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,042,147
|
|
Brokered deposits
|
90,473
|
|
|
90,473
|
|
|
—
|
|
|
—
|
|
|
90,473
|
|
|||||
Time deposits
|
2,664,912
|
|
|
—
|
|
|
2,673,359
|
|
|
—
|
|
|
2,673,359
|
|
|||||
Short-term borrowings
|
617,524
|
|
|
617,524
|
|
|
—
|
|
|
—
|
|
|
617,524
|
|
|||||
Accrued interest payable
|
9,317
|
|
|
9,317
|
|
|
—
|
|
|
—
|
|
|
9,317
|
|
|||||
Other financial liabilities
|
227,569
|
|
|
182,381
|
|
|
39,014
|
|
|
6,174
|
|
|
227,569
|
|
|||||
FHLB advances and long-term debt
|
1,038,346
|
|
|
—
|
|
|
1,025,640
|
|
|
—
|
|
|
1,025,640
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Assets
|
|
Liabilities
|
Cash and due from banks
|
|
Demand and savings deposits
|
Interest-bearing deposits with other banks
|
|
Short-term borrowings
|
Accrued interest receivable
|
|
Accrued interest payable
|
NOTE 19 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Cash
|
$
|
30,941
|
|
|
$
|
22,857
|
|
Other assets
|
7,072
|
|
|
5,959
|
|
||
Receivable from subsidiaries
|
51,646
|
|
|
53,880
|
|
||
Investments in:
|
|
|
|
||||
Bank subsidiaries
|
2,451,651
|
|
|
2,399,053
|
|
||
Non-bank subsidiaries
|
425,670
|
|
|
426,846
|
|
||
Total Assets
|
$
|
2,966,980
|
|
|
$
|
2,908,595
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Long-term debt
|
$
|
386,913
|
|
|
$
|
386,101
|
|
Payable to non-bank subsidiaries
|
247,801
|
|
|
206,766
|
|
||
Other liabilities
|
84,693
|
|
|
85,871
|
|
||
Total Liabilities
|
719,407
|
|
|
678,738
|
|
||
Shareholders’ equity
|
2,247,573
|
|
|
2,229,857
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
2,966,980
|
|
|
$
|
2,908,595
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
150,000
|
|
|
$
|
66,500
|
|
|
$
|
115,000
|
|
Other
(1)
|
188,165
|
|
|
171,490
|
|
|
148,577
|
|
|||
|
338,165
|
|
|
237,990
|
|
|
263,577
|
|
|||
Expenses
|
210,333
|
|
|
199,981
|
|
|
177,835
|
|
|||
Income before income taxes and equity in undistributed net income of subsidiaries
|
127,832
|
|
|
38,009
|
|
|
85,742
|
|
|||
Income tax benefit
|
(7,100
|
)
|
|
(5,448
|
)
|
|
(10,543
|
)
|
|||
|
134,932
|
|
|
43,457
|
|
|
96,285
|
|
|||
Equity in undistributed net income (loss) of:
|
|
|
|
|
|
||||||
Bank subsidiaries
|
74,631
|
|
|
111,226
|
|
|
58,477
|
|
|||
Non-bank subsidiaries
|
(1,170
|
)
|
|
17,070
|
|
|
6,863
|
|
|||
Net Income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of issuance costs and discount of long-term debt
|
813
|
|
|
845
|
|
|
—
|
|
|||
Stock-based compensation
|
7,967
|
|
|
4,740
|
|
|
6,556
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(964
|
)
|
|||
Decrease (increase) in other assets
|
6,327
|
|
|
(17,882
|
)
|
|
(16,585
|
)
|
|||
Equity in undistributed net income of subsidiaries
|
(73,460
|
)
|
|
(128,298
|
)
|
|
(65,340
|
)
|
|||
Increase (decrease) in other liabilities and payable to non-bank subsidiaries
|
36,273
|
|
|
31,241
|
|
|
(5,928
|
)
|
|||
Total adjustments
|
(22,080
|
)
|
|
(109,354
|
)
|
|
(82,261
|
)
|
|||
Net cash provided by operating activities
|
186,313
|
|
|
62,399
|
|
|
79,364
|
|
|||
Cash Flows From Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Additions to long-term debt
|
—
|
|
|
123,251
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
6,733
|
|
|
9,007
|
|
|
16,167
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
964
|
|
|||
Dividends paid
|
(89,654
|
)
|
|
(80,368
|
)
|
|
(69,382
|
)
|
|||
Acquisition of treasury stock
|
(95,308
|
)
|
|
—
|
|
|
(18,545
|
)
|
|||
Net cash used in financing activities
|
(178,229
|
)
|
|
(48,110
|
)
|
|
(70,796
|
)
|
|||
Net Increase in Cash and Cash Equivalents
|
8,084
|
|
|
14,289
|
|
|
8,568
|
|
|||
Cash and Due From Banks at Beginning of Year
|
22,857
|
|
|
8,568
|
|
|
—
|
|
|||
Cash and Due From Banks at End of Year
|
$
|
30,941
|
|
|
$
|
22,857
|
|
|
$
|
8,568
|
|
/s/ E. P
HILIP
W
ENGER
|
E. Philip Wenger
Chairman and Chief Executive Officer
|
|
/s/ M
ARK
R. M
C
C
OLLOM
|
Mark R. McCollom
Senior Executive Vice President
and Chief Financial Officer
|
Philadelphia, Pennsylvania
|
March 1, 2019
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
177,687
|
|
|
$
|
186,170
|
|
|
$
|
194,048
|
|
|
$
|
200,609
|
|
Interest expense
|
26,369
|
|
|
30,103
|
|
|
33,921
|
|
|
37,665
|
|
||||
Net interest income
|
151,318
|
|
|
156,067
|
|
|
160,127
|
|
|
162,944
|
|
||||
Provision for credit losses
|
3,970
|
|
|
33,117
|
|
|
1,620
|
|
|
8,200
|
|
||||
Non-interest income
|
45,875
|
|
|
49,094
|
|
|
51,033
|
|
|
49,523
|
|
||||
Non-interest expenses
|
136,661
|
|
|
133,345
|
|
|
135,413
|
|
|
140,685
|
|
||||
Income before income taxes
|
56,562
|
|
|
38,699
|
|
|
74,127
|
|
|
63,582
|
|
||||
Income tax expense
|
7,082
|
|
|
3,502
|
|
|
8,494
|
|
|
5,499
|
|
||||
Net income
|
$
|
49,480
|
|
|
$
|
35,197
|
|
|
$
|
65,633
|
|
|
$
|
58,083
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income (basic)
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
Net income (diluted)
|
0.28
|
|
|
0.20
|
|
|
0.37
|
|
|
0.33
|
|
||||
Cash dividends
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.16
|
|
||||
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
|
|
10.3.1
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
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.
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
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
|
|
|
|
21
|
|
|
|
23
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101
|
|
|
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2018 and December 31, 2017; (ii) the Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.
|
|
|
FULTON FINANCIAL CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Dated:
|
March 1, 2019
|
By:
|
/
S
/ E. P
HILIP
W
ENGER
|
|
|
|
E. Philip Wenger, Chairman and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/S/
L
ISA
C
RUTCHFIELD
|
|
Director
|
|
March 1, 2019
|
Lisa Crutchfield
|
|
|
|
|
|
|
|
|
|
/S/
M
ICHAEL
J
.
D
E
P
ORTER
|
|
Executive Vice President and Controller
(Principal Accounting Officer)
|
|
March 1, 2019
|
Michael J. DePorter
|
|
|
|
|
|
|
|
|
|
/S/
D
ENISE
L
.
D
EVINE
|
|
Director
|
|
March 1, 2019
|
Denise L. Devine
|
|
|
|
|
|
|
|
|
|
/S/
P
ATRICK
J
.
F
REER
|
|
Director
|
|
March 1, 2019
|
Patrick J. Freer
|
|
|
|
|
|
|
|
|
|
/S/
G
EORGE
W
.
H
ODGES
|
|
Director
|
|
March 1, 2019
|
George W. Hodges
|
|
|
|
|
|
|
|
|
|
/S/
M
ARK
R
.
M
C
C
OLLOM
|
|
Senior Executive Vice President
|
|
March 1, 2019
|
Mark R. McCollom
|
|
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/
A
LBERT
M
ORRISON, III
|
|
Director
|
|
March 1, 2019
|
Albert Morrison, III
|
|
|
|
|
|
|
|
|
|
/S/
J
AMES
R
.
M
OXLEY, III
|
|
Director
|
|
March 1, 2019
|
James R. Moxley, III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/S/
R
.
S
COTT
S
MITH, JR.
|
|
Director
|
|
March 1, 2019
|
R. Scott Smith, Jr.
|
|
|
|
|
|
|
|
|
|
/S/
S
COTT
A
.
S
NYDER
|
|
Director
|
|
March 1, 2019
|
Scott A. Snyder
|
|
|
|
|
|
|
|
|
|
/S/
R
ONALD
H
.
S
PAIR
|
|
Director
|
|
March 1, 2019
|
Ronald H. Spair
|
|
|
|
|
|
|
|
|
|
/S/
M
ARK
F
.
S
TRAUSS
|
|
Director
|
|
March 1, 2019
|
Mark F. Strauss
|
|
|
|
|
|
|
|
|
|
/S/
E
RNEST
J
.
W
ATERS
|
|
Director
|
|
March 1, 2019
|
Ernest J. Waters
|
|
|
|
|
|
|
|
|
|
/S/
E
.
P
HILIP
W
ENGER
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
March 1, 2019
|
E. Philip Wenger
|
|
|
|
3.1
|
|
|
Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation 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
|
|
|
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.
|
10.2.1
|
|
|
Schedule of Executive Employment Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - Incorporated by reference to Exhibit 10.4.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
|
10.3
|
|
|
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.
|
10.3.1
|
|
|
Schedule of Key Employee Change in Control Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation - Incorporated by reference to Exhibit 10.5.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
|
10.4
|
|
|
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.
|
10.5
|
|
|
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.
|
10.6
|
|
|
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.
|
10.7
|
|
|
Amendment No. 2 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - 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, 2017.
|
10.8
|
|
|
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.
|
10.9
|
|
|
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.
|
10.10
|
|
|
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.
|
10.11
|
|
|
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.
|
10.12
|
|
|
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.
|
10.13
|
|
|
Amendment No. 1 to Fulton Financial Corporation 2011 Directors' Equity Participation Plan - Incorporated by reference to Exhibit 10.15 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
|
10.14
|
|
|
Fulton Financial Corporation Non-Employee Director Compensation - filed herewith.
|
10.15
|
|
|
Form of Director Stock Unit Award Agreement under the Directors' Equity Participation Plan, as amended - 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.
|
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, 2018 and December 31, 2017; (ii) the Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; and, (iv) the Notes to Consolidated Financial Statements – filed herewith.
|
•
|
$70,000 annual cash retainer for all Directors.
|
•
|
$30,000 additional annual cash retainer for the Lead Director.
|
•
|
$12,500 additional annual cash retainer for the Chair of all standing committees (Audit, Executive, Human Resources, Nominating and Corporate Governance, and Risk), except that if the Lead Director is also serving as chair of the Executive Committee, no cash retainer shall be paid for service as Chair of the Executive Committee.
|
•
|
No additional fees will be paid to a Director for attending a Board meeting or a standing committee meeting.
|
•
|
Cash fees currently paid to Directors serving on the Special Joint Board Compliance Committee (“SJBCC”) will continue to be paid to SJBCC members as follows:
|
•
|
All equity-based awards are made under the Company’s 2011 Directors’ Equity Participation Plan, as amended (the “Plan”)
|
•
|
Directors elected at the Company’s annual meeting of shareholders shall be granted, as of the first of the month immediately following the meeting, under the Plan, an award of Director Restricted Stock Units (“DSU”) having an award value of $60,000, or such other value as determined by the Board.
|
|
A Director who joins the Board effective as of any other date shall be granted, as of such other date, a DSU award based on the award value of the most recent annual grant prorated to reflect the number of months (rounded up to the next whole month) remaining until the next annual meeting of shareholders.
|
•
|
The number of shares of common stock underlying a DSU award shall be determined by dividing the award value by the closing price of Company common stock on the principal stock exchange on the date of grant (rounded up to the nearest whole share).
|
•
|
Each equity-based grant will vest and be paid based on twelve months of service or in accordance with such other vesting schedule as determined by the Board, unless a Director has properly elected to defer payment and receipt of the common stock shares underlying such DSU award until they retire from the Company’s Board.
|
1.
|
Each Unit represents the right to receive one share of the Company's common stock, $2.50 par value per share (collectively, the “Shares”), upon the payment date following lapse of forfeiture. The Units will be credited to the Participant in an account established for the Participant until the lapse of forfeiture event occurs; provided, however, that if the Participant makes a deferral election with respect to payment of any or all of the vested Units under the Company’s deferred compensation program for Non-Employee Directors, the terms of that deferral election shall apply to the payment of such deferred Units.
|
2.
|
The right to receive the Shares underlying the Units will vest on the lapse of forfeiture date set forth above, or earlier upon the death, Disability or Retirement of the Participant, or departure from the Board resulting from a divestiture or a Change in Control, each as set forth in the Plan. If the Participant ceases to serve as a Director of the Company for any other reason before the lapse of forfeiture date, the unvested Units will be forfeited. Payment of the Shares will occur promptly after vesting, unless the Participant has made a deferral election with respect to any vested Units, in which case the terms of that deferral election shall apply to the payment of such deferred Units.
|
3.
|
This Award is subject to the terms of the Plan, the terms and conditions of which will govern this Award to the extent not otherwise provided in this Agreement. A copy of the Plan is being delivered to the Participant with this Agreement.
|
4.
|
[Participant has elected to defer payment of the Shares underlying the Units, after the vesting of the right to receive the Shares the Participant shall be entitled to receive Dividend Equivalents, payable in shares of Common Stock, equal to the cash dividends the Company would have paid to such Participant had he or she been the holder of record of the Shares as of the close of business on the record date for the payment of the dividend]
|
Subsidiary
|
|
State of Incorporation or Organization
|
|
Name Under Which Business is Conducted
|
Fulton Bank, N.A.
|
|
United States of America
|
|
Fulton Financial Advisors
|
One Penn Square
|
|
|
|
Clermont Wealth Strategies
|
P.O. Box 4887
|
|
|
|
Fulton Mortgage Company
|
Lancaster, Pennsylvania 17604
|
|
|
|
|
|
|
|
|
|
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
|
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|
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P.O. Box 4887
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Lancaster, Pennsylvania 17604
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Central Pennsylvania Financial Corp.
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Pennsylvania
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Central Pennsylvania Financial Corp.
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100 W. Independence Street
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Shamokin, PA 17872
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Fulton Bank of New Jersey
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New Jersey
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Fulton Bank of New Jersey
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533 Fellowship Road
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Fulton Mortgage Company
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Mt. Laurel, NJ 08054
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FFC Management, Inc.
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Delaware
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FFC Management, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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Fulton Insurance Services Group, Inc.
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Pennsylvania
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Fulton Insurance Services Group, Inc.
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One Penn Square
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P.O. Box 7989
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Lancaster, Pennsylvania 17604
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Subsidiary
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State of Incorporation or Organization
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Name Under Which Business is Conducted
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FFC Penn Square, Inc.
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Delaware
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FFC Penn Square, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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The Columbia Bank
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Maryland
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The Columbia Bank
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7168 Gateway Drive
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Fulton Mortgage Company
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust
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Delaware
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Columbia Bancorp Statutory Trust
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7168 Gateway Drive
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust II
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Delaware
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Columbia Bancorp Statutory Trust II
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7168 Gateway Drive
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Columbia, MD 21046
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Columbia Bancorp Statutory Trust III
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Delaware
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Columbia Bancorp Statutory Trust III
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7168 Gateway Drive
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Columbia, MD 21046
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1.
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I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 1, 2019
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/s/ E. Philip Wenger
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E. Philip Wenger
Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 1, 2019
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/s/ Mark R. McCollom
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Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer
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/s/ E. Philip Wenger
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E. Philip Wenger
Chairman and Chief Executive Officer
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/s/ Mark R. McCollom
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Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer
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