☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
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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
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P. O. Box 4887
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Lancaster,
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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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Trading Symbol
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Name of exchange on which registered
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Common Stock, $2.50 par value
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FULT
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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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State of Incorporation
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Total Assets
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(in thousands)
|
||
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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•
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Raising the total asset threshold for Dodd-Frank Act company-run stress tests from $10 billion to $250 billion;
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•
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Prohibiting federal banking agencies from imposing higher capital requirements for High Volatility Commercial Real Estate ("HVCRE") exposures unless such exposures meet the statutory definition for high volatility acquisition, development or construction ("ADC") loans in the Economic Growth Act;
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•
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Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000;
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•
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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;
|
•
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Directing the CFPB to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes.
|
•
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A minimum Common Equity Tier 1 ("CET1") capital ratio of 4.50% of RWA;
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•
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A minimum Tier 1 capital ratio of 6.00% of RWA,; and
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•
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A minimum Total capital ratio of 8.00% of RWA.
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•
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Establishment of AML programs;
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•
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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;
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•
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Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and
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•
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Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.
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•
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the company may acquire direct or indirect ownership or control of any voting shares of any bank or savings and loan association, if after such acquisition the bank holding company will directly or indirectly own or control more than five percent of any class of voting securities of the institution;
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•
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any of the company's subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank or savings and loan association; or
|
•
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the company may merge or consolidate with any other bank or financial holding company.
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Name
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Age (1)
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Office Held and Term of Office
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E. Philip Wenger
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62
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Director of the Corporation since 2009 and Director of Fulton Bank, N.A since 2019. 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.
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Mark R. McCollom
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55
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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.
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Curtis J. Myers
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51
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Director of the Corporation since 2019 and Director of Fulton Bank, N.A. since 2009. 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.
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David M. Campbell
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58
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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.
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Beth Ann L. Chivinski
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59
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Senior Executive Vice President and Chief Risk Officer of the Corporation effective June 1, 2016. Previously, she served as the Corporation’s Chief Audit Executive April 2013 to 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 1994.
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Meg R. Mueller
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55
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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.
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Angela M. Sargent
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52
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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 to 2013 and has been employed by the Corporation in a number of positions since 1992.
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|
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Angela M. Snyder
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55
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Senior Executive Vice President and Head of Consumer Banking since January 1, 2018. She heads the Corporation's Consumer Banking line of business. Ms. Snyder joined the Corporation in 2002 as President of Woodstown National Bank she then served as Chairwoman, President and CEO of Fulton Bank of New Jersey until 2019, when the Corporation consolidated that bank into Fulton Bank, N.A. Ms Snyder served as Chairwoman of the New Jersey Bankers Association in 2017. She has more than 30 years of experience in the financial services industry.
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Daniel R. Stolzer
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63
|
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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. Prior to joining the Corporation, Mr. Stolzer served as chief counsel special projects at PNC Financial Services Group in Pittsburgh, PA and deputy general counsel at KeyCorp in Cleveland, OH. He has more than 30 years of experience working in financial services law beginning with work at several law firms, including Cadwalader, Wickersham & Taft in New York City where he was a member of the Corporate Securities and Capital Markets practice groups.
.
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|
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Bernadette M. Taylor
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58
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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. Dr. Taylor joined the Corporation in 1994 as Corporate Training Director at Fulton Financial Corporation.
|
•
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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
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•
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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.
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•
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The possible loss of key employees and customers of the acquired business;
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•
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Potential disruption of the acquired business and the Corporation's business;
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•
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Exposure to potential asset quality issues of the acquired business;
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•
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Potential exposure to unknown or contingent liabilities of the acquired business including, without limitation, liabilities for regulatory and compliance issues;
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•
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Potential changes in banking or tax laws or regulations that may affect the acquired business; and
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•
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Potential difficulties in integrating the acquired business, resulting in the diversion of resources from the operation of the Corporation's existing businesses.
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Price Range
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Per
Share Dividend |
||||||||
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High
|
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Low
|
|
|||||||
2019
|
|
|
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|
||||||
First Quarter
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$
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17.39
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$
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14.85
|
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$
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0.13
|
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Second Quarter
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17.57
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15.49
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0.13
|
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|||
Third Quarter
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17.28
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|
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15.23
|
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0.13
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|||
Fourth Quarter
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18.00
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15.28
|
|
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0.17
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|||
2018
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|
|
|
|
|
|
||||||
First Quarter
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$
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19.55
|
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$
|
17.05
|
|
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$
|
0.12
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Second Quarter
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18.02
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|
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16.50
|
|
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0.12
|
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|||
Third Quarter
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18.45
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15.05
|
|
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0.12
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|||
Fourth Quarter
|
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17.60
|
|
|
14.38
|
|
|
0.16
|
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Plan Category
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|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights (1) |
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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
|
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1,872,596
|
|
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$
|
11.12
|
|
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12,021,567
|
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Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
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Total
|
|
1,872,596
|
|
|
$
|
11.12
|
|
|
12,021,567
|
|
|
|
Year Ending December 31
|
||||||||||||||||||||||
Index
|
|
2014
|
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2015
|
|
2016
|
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2017
|
|
2018
|
|
2019
|
||||||||||||
Fulton Financial Corporation
|
|
$
|
100.00
|
|
|
$
|
108.44
|
|
|
$
|
161.06
|
|
|
$
|
157.29
|
|
|
$
|
140.33
|
|
|
$
|
163.49
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
101.38
|
|
|
$
|
113.51
|
|
|
$
|
138.29
|
|
|
$
|
132.23
|
|
|
$
|
173.86
|
|
NASDAQ Bank Index
|
|
$
|
100.00
|
|
|
$
|
102.21
|
|
|
$
|
129.34
|
|
|
$
|
153.13
|
|
|
$
|
128.02
|
|
|
$
|
175.61
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
SUMMARY OF INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
825,306
|
|
|
$
|
758,514
|
|
|
$
|
668,866
|
|
|
$
|
603,100
|
|
|
$
|
583,789
|
|
Interest expense
|
176,917
|
|
|
128,058
|
|
|
93,502
|
|
|
82,328
|
|
|
83,795
|
|
|||||
Net interest income
|
648,389
|
|
|
630,456
|
|
|
575,364
|
|
|
520,772
|
|
|
499,994
|
|
|||||
Provision for credit losses
|
32,825
|
|
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|
2,250
|
|
|||||
Investment securities gains, net
|
4,733
|
|
|
37
|
|
|
9,071
|
|
|
2,550
|
|
|
9,066
|
|
|||||
Non-interest income, excluding net investment securities gains
|
211,427
|
|
|
195,488
|
|
|
198,903
|
|
|
187,628
|
|
|
172,773
|
|
|||||
Loss on redemption of trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,626
|
|
|||||
Prepayment penalty on FHLB advances
|
4,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-interest expense (1)
|
563,410
|
|
|
546,104
|
|
|
525,579
|
|
|
489,519
|
|
|
474,534
|
|
|||||
Income before income taxes
|
263,988
|
|
|
232,970
|
|
|
234,454
|
|
|
208,249
|
|
|
199,423
|
|
|||||
Income taxes
|
37,649
|
|
|
24,577
|
|
|
62,701
|
|
|
46,624
|
|
|
49,921
|
|
|||||
Net income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,502
|
|
PER SHARE
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (basic)
|
$
|
1.36
|
|
|
$
|
1.19
|
|
|
$
|
0.98
|
|
|
$
|
0.93
|
|
|
$
|
0.85
|
|
Net income (diluted)
|
1.35
|
|
|
1.18
|
|
|
0.98
|
|
|
0.93
|
|
|
0.85
|
|
|||||
Cash dividends
|
0.56
|
|
|
0.52
|
|
|
0.47
|
|
|
0.41
|
|
|
0.38
|
|
|||||
RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.06
|
%
|
|
1.03
|
%
|
|
0.88
|
%
|
|
0.88
|
%
|
|
0.86
|
%
|
|||||
Return on average equity
|
9.81
|
|
|
9.24
|
|
|
7.83
|
|
|
7.69
|
|
|
7.38
|
|
|||||
Return on average tangible equity (2)
|
12.84
|
|
|
12.09
|
|
|
10.33
|
|
|
10.30
|
|
|
10.01
|
|
|||||
Net interest margin
|
3.36
|
|
|
3.40
|
|
|
3.28
|
|
|
3.18
|
|
|
3.21
|
|
|||||
Efficiency ratio (2)
|
63.7
|
|
|
63.8
|
|
|
64.5
|
|
|
67.2
|
|
|
68.6
|
|
|||||
Dividend payout ratio
|
41.5
|
|
|
44.1
|
|
|
48.0
|
|
|
44.1
|
|
|
44.7
|
|
|||||
PERIOD-END BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
21,886,040
|
|
|
$
|
20,682,152
|
|
|
$
|
20,036,905
|
|
|
$
|
18,944,247
|
|
|
$
|
17,914,718
|
|
Investment securities
|
2,867,378
|
|
|
2,686,973
|
|
|
2,547,956
|
|
|
2,559,227
|
|
|
2,484,773
|
|
|||||
Loans and leases, net of unearned income
|
16,837,526
|
|
|
16,165,800
|
|
|
15,768,247
|
|
|
14,699,272
|
|
|
13,838,602
|
|
|||||
Deposits
|
17,393,913
|
|
|
16,376,159
|
|
|
15,797,532
|
|
|
15,012,864
|
|
|
14,132,317
|
|
|||||
Short-term borrowings
|
883,241
|
|
|
754,777
|
|
|
617,524
|
|
|
541,317
|
|
|
497,663
|
|
|||||
FHLB advances and long-term debt
|
881,769
|
|
|
992,279
|
|
|
1,038,346
|
|
|
929,403
|
|
|
949,542
|
|
|||||
Shareholders’ equity
|
2,342,176
|
|
|
2,247,573
|
|
|
2,229,857
|
|
|
2,121,115
|
|
|
2,041,894
|
|
|||||
AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
21,258,040
|
|
|
$
|
20,183,202
|
|
|
$
|
19,580,367
|
|
|
$
|
18,371,173
|
|
|
$
|
17,406,843
|
|
Investment securities
|
2,778,846
|
|
|
2,662,800
|
|
|
2,547,914
|
|
|
2,469,564
|
|
|
2,347,810
|
|
|||||
Loans and leases, net of unearned income
|
16,430,347
|
|
|
15,815,263
|
|
|
15,236,612
|
|
|
14,128,064
|
|
|
13,330,973
|
|
|||||
Deposits
|
16,766,561
|
|
|
15,832,606
|
|
|
15,481,221
|
|
|
14,585,545
|
|
|
13,747,113
|
|
|||||
Short-term borrowings
|
849,679
|
|
|
785,923
|
|
|
533,564
|
|
|
395,727
|
|
|
323,772
|
|
|||||
FHLB advances and long-term debt
|
942,600
|
|
|
977,573
|
|
|
1,034,444
|
|
|
959,142
|
|
|
1,023,972
|
|
|||||
Shareholders’ equity
|
2,306,070
|
|
|
2,255,764
|
|
|
2,193,863
|
|
|
2,100,634
|
|
|
2,026,883
|
|
(1)
|
Excluding loss on redemption of trust preferred securities and prepayment penalty on FHLB advances.
|
(2)
|
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.
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands, except per share data and percentages)
|
||||||||||||||||||
Return on average tangible equity
|
|||||||||||||||||||
Net income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,502
|
|
Plus: Intangible amortization, net of tax
|
1,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|||||
Numerator
|
$
|
227,466
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
$
|
161,625
|
|
|
$
|
149,663
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average common shareholders' equity
|
$
|
2,306,070
|
|
|
$
|
2,255,764
|
|
|
$
|
2,193,863
|
|
|
$
|
2,100,634
|
|
|
$
|
2,026,883
|
|
Less: Average goodwill and intangible assets
|
(534,120
|
)
|
|
(531,556
|
)
|
|
(531,556
|
)
|
|
(531,556
|
)
|
|
(531,618
|
)
|
|||||
Average tangible shareholders' equity (denominator)
|
$
|
1,771,950
|
|
|
$
|
1,724,208
|
|
|
$
|
1,662,307
|
|
|
$
|
1,569,078
|
|
|
$
|
1,495,265
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average tangible equity
|
12.84
|
%
|
|
12.09
|
%
|
|
10.33
|
%
|
|
10.30
|
%
|
|
10.01
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest expense
|
$
|
567,736
|
|
|
$
|
546,104
|
|
|
$
|
525,579
|
|
|
$
|
489,519
|
|
|
$
|
480,160
|
|
Less: Amortization of tax credit investments
|
(6,021
|
)
|
|
(11,449
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
—
|
|
|||||
Less: Intangible amortization
|
(1,427
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|||||
Less: Loss on redemption of trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,626
|
)
|
|||||
Less: Prepayment penalty on FHLB advances
|
(4,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Numerator
|
$
|
555,962
|
|
|
$
|
534,655
|
|
|
$
|
514,551
|
|
|
$
|
489,519
|
|
|
$
|
474,287
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income (fully taxable equivalent) (1)
|
$
|
661,356
|
|
|
$
|
642,577
|
|
|
$
|
598,565
|
|
|
$
|
541,271
|
|
|
$
|
518,464
|
|
Plus: Total non-interest income
|
216,160
|
|
|
195,525
|
|
|
207,974
|
|
|
190,178
|
|
|
181,839
|
|
|||||
Less: Investment securities gains, net
|
(4,733
|
)
|
|
(37
|
)
|
|
(9,071
|
)
|
|
(2,550
|
)
|
|
(9,066
|
)
|
|||||
Denominator
|
$
|
872,783
|
|
|
$
|
838,065
|
|
|
$
|
797,468
|
|
|
$
|
728,899
|
|
|
$
|
691,237
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
63.7
|
%
|
|
63.8
|
%
|
|
64.5
|
%
|
|
67.2
|
%
|
|
68.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing assets to tangible shareholders' equity and allowance for credit losses ("Texas Ratio")
|
|||||||||||||||||||
Non-performing assets (numerator)
|
$
|
147,986
|
|
|
$
|
150,196
|
|
|
$
|
144,582
|
|
|
$
|
144,453
|
|
|
$
|
155,913
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
1,806,873
|
|
|
$
|
1,716,017
|
|
|
$
|
1,698,301
|
|
|
$
|
1,589,559
|
|
|
$
|
1,510,338
|
|
Plus: Allowance for credit losses
|
166,209
|
|
|
169,410
|
|
|
176,084
|
|
|
171,325
|
|
|
171,412
|
|
|||||
Tangible shareholders' equity and allowance for credit losses (denominator)
|
$
|
1,973,082
|
|
|
$
|
1,885,427
|
|
|
$
|
1,874,385
|
|
|
$
|
1,760,884
|
|
|
$
|
1,681,750
|
|
Texas Ratio
|
7.50
|
%
|
|
7.97
|
%
|
|
7.71
|
%
|
|
8.20
|
%
|
|
9.27
|
%
|
•
|
the impact of adverse conditions in the economy and financial markets on the performance of the Corporation’s loan and lease 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 leases 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 Fulton Bank, N.A. ("Fulton Bank" or "the Bank") are subject;
|
•
|
the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;
|
•
|
the potential for negative consequences from regulatory violations, investigations and examinations, or failure to comply with the BSA, the Patriot Act and related AML requirements, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions and the need to undertake remedial actions;
|
•
|
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, 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 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 reporting of its 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 or Fulton Bank’s credit ratings on their borrowing costs or access to capital markets.
|
|
2019
|
|
2018
|
||||
Net income (in thousands)
|
$
|
226,339
|
|
|
$
|
208,393
|
|
Diluted net income per share
|
$
|
1.35
|
|
|
$
|
1.18
|
|
Return on average assets
|
1.06
|
%
|
|
1.03
|
%
|
||
Return on average equity
|
9.81
|
%
|
|
9.24
|
%
|
||
Return on average tangible equity (1)
|
12.84
|
%
|
|
12.09
|
%
|
||
Net interest margin (2)
|
3.36
|
%
|
|
3.40
|
%
|
||
Efficiency ratio (1)
|
63.7
|
%
|
|
63.8
|
%
|
||
Non-performing assets to total assets
|
0.68
|
%
|
|
0.73
|
%
|
||
Annualized net charge-offs to average loans and leases
|
0.22
|
%
|
|
0.34
|
%
|
(1)
|
Ratio represents a financial measure derived by methods other than U.S. 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% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of Management’s Discussion.
|
•
|
Net Income Per Share Growth - Diluted net income per share increased $0.17, or 14.4%, to $1.35 in 2019 compared to $1.18 in 2018. The growth in net income per share was due to a $17.9 million, or 8.6%, increase in net income and the impact of an 8.8 million, or 5.0%, decrease in weighted average diluted shares outstanding in comparison to 2018. The increase in net income was driven by a $17.9 million, or 2.8%, increase in net interest income, a $14.1 million decrease in the provision for credit losses, a $15.9 million, or 8.1%, increase in non-interest income, and a $4.7 million increase in investment securities gains, partially offset by a $21.6 million, or 4.0%, increase in non-interest expense and a $13.1 million increase in income taxes.
|
•
|
Net Interest Income Growth - The $17.9 million increase in net interest income resulted from growth in interest-earning assets, partially offset by the impact of a lower net interest margin.
|
◦
|
Net Interest Margin - For the year ended December 31, 2019, the net interest margin decreased 4 basis points, or 1.2%, in comparison to 2018, driven by an 18 basis point increase in yields on interest-earning assets, being more than offset by a 22 basis point increase in the cost of funds.
|
◦
|
Loan and Lease Growth - Average loans and leases increased $615.1 million, or 3.9%, in comparison to 2018, with notable increases in residential and commercial mortgages and commercial loans. Loan and lease growth occurred throughout all geographic markets.
|
◦
|
Deposit Growth - Average deposits increased $934.0 million, or 5.9%, in comparison to 2018. The increase was the result of growth in all deposit types. At December 31, 2019, the loan-to-deposit ratio was 96.8%, as compared to 98.7% at December 31, 2018.
|
•
|
Provision for Credit Losses - The provision for credit losses decreased $14.1 million, to $32.8 million, for the year ended December 31, 2019. During 2018, the Corporation recorded a $36.8 million provision related to fraud committed by a single, large commercial relationship ("Commercial Relationship"). In 2019, the Corporation recorded a $20.0 million provision for a certain commercial borrower.
|
•
|
Non-Interest Income - Non-interest income, excluding securities gains, increased $15.9 million, or 8.2%, in comparison to 2018. Increases were experienced in wealth management, commercial and consumer banking and mortgage banking.
|
•
|
Investment Securities Gains - Investment securities gains totaled $4.7 million in 2019, as compared to $37,000 in 2018. During the third quarter of 2019, the Corporation completed a balance sheet restructuring, which included the sale of approximately $400 million of investment securities and a corresponding prepayment of Federal Home Loan Bank ("FHLB") advances. As a result of these transactions, $4.5 million of investment securities gains were realized. See Note 3, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.
|
•
|
Non-Interest Expense - Non-interest expense increased $21.6 million, or 4.0%, in comparison to 2018, 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 amortization of tax credit investments, FDIC insurance expense due to the recognition of $3.2 million in assessment credits in 2019 and professional fees. In addition, the Corporation recorded $4.3 million of prepayment penalties on certain FHLB advances in conjunction with the above-mentioned balance sheet restructuring.
|
•
|
Income Taxes - Income tax expense for 2019 resulted in an effective tax rate ("ETR") of 14.3%, as compared to 10.5% for 2018. The increase in the ETR was primarily a result of higher income before income taxes and from realizing a one-time tax benefit associated with legislative changes enacted in New Jersey in the third quarter of 2018. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.
|
•
|
Identification of potential problem loans and leases 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 and leases evaluated for impairment under ASC Section 310-10-35. Substantially all of the Corporation’s impaired loans and leases to borrowers with total outstanding loan and lease balances greater than or equal to $1.0 million are measured based on the estimated fair value of each loan and lease’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 and leases under FASB ASC Subtopic 450-20. For loan and lease loss allocation purposes, loans and leases are segmented into pools with similar characteristics. These pools are established by general loan and lease type, or "portfolio segments," as presented in the table under the heading, "Loans
|
•
|
Overall assessment of the risk profile of the loan and lease 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 and lease portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans and leases; the diversity of borrower industry types; and the composition of the portfolio by loan and lease 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.
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
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 and leases, net of unearned income (2)
|
$
|
16,430,347
|
|
|
$
|
747,119
|
|
|
4.55
|
%
|
|
$
|
15,815,263
|
|
|
$
|
691,954
|
|
|
4.38
|
%
|
|
$
|
15,236,612
|
|
|
$
|
620,803
|
|
|
4.07
|
%
|
Taxable investment securities (3)
|
2,278,448
|
|
|
62,556
|
|
|
2.74
|
|
|
2,246,555
|
|
|
56,039
|
|
|
2.49
|
|
|
2,132,426
|
|
|
47,029
|
|
|
2.21
|
|
||||||
Tax-exempt investment securities (3)
|
500,398
|
|
|
17,998
|
|
|
3.57
|
|
|
416,119
|
|
|
15,285
|
|
|
3.65
|
|
|
407,157
|
|
|
17,794
|
|
|
4.37
|
|
||||||
Equity securities (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
5
|
|
|
3.97
|
|
|
8,331
|
|
|
500
|
|
|
6.00
|
|
||||||
Total investment securities
|
2,778,846
|
|
|
80,554
|
|
|
2.89
|
|
|
2,662,800
|
|
|
71,329
|
|
|
2.68
|
|
|
2,547,914
|
|
|
65,323
|
|
|
2.56
|
|
||||||
Loans held for sale
|
25,795
|
|
|
1,351
|
|
|
5.24
|
|
|
22,970
|
|
|
1,159
|
|
|
5.05
|
|
|
20,008
|
|
|
876
|
|
|
4.38
|
|
||||||
Other interest-earning assets
|
445,008
|
|
|
9,249
|
|
|
2.08
|
|
|
382,569
|
|
|
6,193
|
|
|
1.62
|
|
|
451,015
|
|
|
5,066
|
|
|
1.12
|
|
||||||
Total interest-earning assets
|
19,679,996
|
|
|
838,273
|
|
|
4.26
|
|
|
18,883,602
|
|
|
770,635
|
|
|
4.08
|
|
|
18,255,549
|
|
|
692,068
|
|
|
3.79
|
|
||||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and due from banks
|
119,144
|
|
|
|
|
|
|
104,595
|
|
|
|
|
|
|
108,523
|
|
|
|
|
|
||||||||||||
Premises and equipment
|
239,376
|
|
|
|
|
|
|
231,762
|
|
|
|
|
|
|
219,960
|
|
|
|
|
|
||||||||||||
Other assets (3)
|
1,385,689
|
|
|
|
|
|
|
1,123,857
|
|
|
|
|
|
|
1,168,759
|
|
|
|
|
|
||||||||||||
Less: Allowance for loan and lease losses
|
(166,165
|
)
|
|
|
|
|
|
(160,614
|
)
|
|
|
|
|
|
(172,424
|
)
|
|
|
|
|
||||||||||||
Total Assets
|
$
|
21,258,040
|
|
|
|
|
|
|
$
|
20,183,202
|
|
|
|
|
|
|
$
|
19,580,367
|
|
|
|
|
|
|||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
$
|
4,384,059
|
|
|
$
|
33,348
|
|
|
0.76
|
%
|
|
$
|
4,063,929
|
|
|
$
|
22,789
|
|
|
0.56
|
%
|
|
$
|
3,831,865
|
|
|
$
|
12,976
|
|
|
0.34
|
%
|
Savings deposits
|
5,018,381
|
|
|
41,823
|
|
|
0.83
|
|
|
4,684,023
|
|
|
27,226
|
|
|
0.58
|
|
|
4,468,205
|
|
|
13,477
|
|
|
0.30
|
|
||||||
Brokered deposits
|
245,483
|
|
|
5,779
|
|
|
2.35
|
|
|
121,863
|
|
|
2,480
|
|
|
2.04
|
|
|
49,126
|
|
|
613
|
|
|
1.25
|
|
||||||
Time deposits
|
2,869,344
|
|
|
50,825
|
|
|
1.77
|
|
|
2,675,670
|
|
|
35,217
|
|
|
1.32
|
|
|
2,721,724
|
|
|
30,726
|
|
|
1.13
|
|
||||||
Total interest-bearing deposits
|
12,517,267
|
|
|
131,775
|
|
|
1.05
|
|
|
11,545,485
|
|
|
87,712
|
|
|
0.76
|
|
|
11,070,920
|
|
|
57,792
|
|
|
0.52
|
|
||||||
Short-term borrowings
|
849,679
|
|
|
14,543
|
|
|
1.70
|
|
|
785,923
|
|
|
8,489
|
|
|
1.07
|
|
|
533,564
|
|
|
2,779
|
|
|
0.52
|
|
||||||
FHLB advances and long-term debt
|
942,600
|
|
|
30,599
|
|
|
3.25
|
|
|
977,573
|
|
|
31,857
|
|
|
3.26
|
|
|
1,034,444
|
|
|
32,932
|
|
|
3.18
|
|
||||||
Total interest-bearing liabilities
|
14,309,546
|
|
|
176,917
|
|
|
1.24
|
|
|
13,308,981
|
|
|
128,058
|
|
|
0.96
|
|
|
12,638,928
|
|
|
93,503
|
|
|
0.74
|
|
||||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
4,249,294
|
|
|
|
|
|
|
4,287,121
|
|
|
|
|
|
|
4,410,301
|
|
|
|
|
|
||||||||||||
Total deposits
|
16,766,561
|
|
|
|
|
|
|
15,832,606
|
|
|
|
|
|
|
15,481,221
|
|
|
|
|
|
||||||||||||
Other liabilities
|
393,130
|
|
|
|
|
|
|
331,336
|
|
|
|
|
|
|
337,275
|
|
|
|
|
|
||||||||||||
Total Liabilities
|
18,951,970
|
|
|
|
|
|
|
17,927,438
|
|
|
|
|
|
|
17,386,504
|
|
|
|
|
|
||||||||||||
Total Interest-bearing liabilities and non interest-bearing deposits ("Cost of Funds")
|
18,558,840
|
|
|
|
|
0.95
|
|
|
17,596,102
|
|
|
|
|
0.73
|
|
|
17,049,229
|
|
|
|
|
0.55
|
|
|||||||||
Shareholders’ equity
|
2,306,070
|
|
|
|
|
|
|
2,255,764
|
|
|
|
|
|
|
2,193,863
|
|
|
|
|
|
||||||||||||
Total Liabilities and Shareholders' Equity
|
$
|
21,258,040
|
|
|
|
|
|
|
$
|
20,183,202
|
|
|
|
|
|
|
$
|
19,580,367
|
|
|
|
|
|
|||||||||
Net interest income/net interest margin (FTE)
|
|
|
661,356
|
|
|
3.36
|
%
|
|
|
|
642,577
|
|
|
3.40
|
%
|
|
|
|
598,565
|
|
|
3.28
|
%
|
|||||||||
Tax equivalent adjustment
|
|
|
(12,967
|
)
|
|
|
|
|
|
(12,121
|
)
|
|
|
|
|
|
(23,201
|
)
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
648,389
|
|
|
|
|
|
|
$
|
630,456
|
|
|
|
|
|
|
$
|
575,364
|
|
|
|
|
2019 vs. 2018 Increase (decrease) due to change in
|
|
2018 vs. 2017 Increase (decrease) due to change in
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||
Interest income on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
$
|
27,465
|
|
|
$
|
27,702
|
|
|
$
|
55,167
|
|
|
$
|
24,166
|
|
|
$
|
46,985
|
|
|
$
|
71,151
|
|
Taxable investment securities
|
797
|
|
|
5,720
|
|
|
6,517
|
|
|
2,622
|
|
|
6,388
|
|
|
9,010
|
|
||||||
Tax-exempt investment securities
|
2,744
|
|
|
(31
|
)
|
|
2,713
|
|
|
395
|
|
|
(2,904
|
)
|
|
(2,509
|
)
|
||||||
Equity securities
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(368
|
)
|
|
(127
|
)
|
|
(495
|
)
|
||||||
Loans held for sale
|
148
|
|
|
44
|
|
|
192
|
|
|
139
|
|
|
144
|
|
|
283
|
|
||||||
Other interest-earning assets
|
1,117
|
|
|
1,939
|
|
|
3,056
|
|
|
(854
|
)
|
|
1,981
|
|
|
1,127
|
|
||||||
Total interest income
|
$
|
32,266
|
|
|
$
|
35,374
|
|
|
$
|
67,640
|
|
|
$
|
26,100
|
|
|
$
|
52,467
|
|
|
$
|
78,567
|
|
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Demand deposits
|
$
|
1,912
|
|
|
$
|
8,647
|
|
|
$
|
10,559
|
|
|
$
|
842
|
|
|
$
|
8,971
|
|
|
$
|
9,813
|
|
Savings deposits
|
2,055
|
|
|
12,542
|
|
|
14,597
|
|
|
683
|
|
|
13,066
|
|
|
13,749
|
|
||||||
Brokered deposits
|
2,870
|
|
|
429
|
|
|
3,299
|
|
|
1,311
|
|
|
556
|
|
|
1,867
|
|
||||||
Time deposits
|
2,740
|
|
|
12,868
|
|
|
15,608
|
|
|
(527
|
)
|
|
5,018
|
|
|
4,491
|
|
||||||
Short-term borrowings
|
735
|
|
|
5,319
|
|
|
6,054
|
|
|
1,746
|
|
|
3,964
|
|
|
5,710
|
|
||||||
FHLB advances and long-term debt
|
(1,126
|
)
|
|
(132
|
)
|
|
(1,258
|
)
|
|
(1,839
|
)
|
|
764
|
|
|
(1,075
|
)
|
||||||
Total interest expense
|
$
|
9,186
|
|
|
$
|
39,673
|
|
|
$
|
48,859
|
|
|
$
|
2,216
|
|
|
$
|
32,339
|
|
|
$
|
34,555
|
|
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
|
|||||||||||
|
2019
|
|
2018
|
|
||||||||||||||||
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate - commercial mortgage
|
$
|
6,463,783
|
|
|
4.56
|
%
|
|
$
|
6,314,349
|
|
|
4.38
|
%
|
|
$
|
149,434
|
|
|
2.4
|
%
|
Commercial - industrial, financial and agricultural
|
4,473,549
|
|
|
4.52
|
|
|
4,314,584
|
|
|
4.32
|
|
|
158,965
|
|
|
3.7
|
|
|||
Real estate - residential mortgage
|
2,441,684
|
|
|
4.05
|
|
|
2,085,258
|
|
|
3.93
|
|
|
356,426
|
|
|
17.1
|
|
|||
Real estate - home equity
|
1,382,908
|
|
|
5.23
|
|
|
1,493,620
|
|
|
4.91
|
|
|
(110,712
|
)
|
|
(7.4
|
)
|
|||
Real estate - construction
|
928,183
|
|
|
4.79
|
|
|
965,835
|
|
|
4.45
|
|
|
(37,652
|
)
|
|
(3.9
|
)
|
|||
Consumer
|
448,205
|
|
|
4.42
|
|
|
361,186
|
|
|
4.54
|
|
|
87,019
|
|
|
24.1
|
|
|||
Equipment lease financing
|
279,489
|
|
|
4.40
|
|
|
270,967
|
|
|
4.60
|
|
|
8,522
|
|
|
3.1
|
|
|||
Other
|
12,546
|
|
|
N/A
|
|
9,464
|
|
|
N/A
|
|
3,082
|
|
|
32.6
|
|
|||||
Total loans and leases
|
$
|
16,430,347
|
|
|
4.55
|
%
|
|
$
|
15,815,263
|
|
|
4.38
|
%
|
|
$
|
615,084
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance
|
||||||||||||
|
2019
|
|
2018
|
|
|||||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Noninterest-bearing demand
|
$
|
4,249,294
|
|
|
—
|
%
|
|
$
|
4,287,121
|
|
|
—
|
%
|
|
$
|
(37,827
|
)
|
|
(0.9
|
)%
|
|
Interest-bearing demand
|
4,384,059
|
|
|
0.76
|
|
|
4,063,929
|
|
|
0.56
|
|
|
320,130
|
|
|
7.9
|
|
||||
Savings and money market accounts
|
5,018,381
|
|
|
0.83
|
|
|
4,684,023
|
|
|
0.58
|
|
|
334,358
|
|
|
7.1
|
|
||||
Total demand and savings
|
13,651,734
|
|
|
0.44
|
|
|
13,035,073
|
|
|
0.38
|
|
|
616,661
|
|
|
4.7
|
|
||||
Brokered deposits
|
245,483
|
|
|
2.35
|
—
|
|
121,863
|
|
|
2.04
|
|
|
123,620
|
|
|
101.4
|
|
||||
Time deposits
|
2,869,344
|
|
|
1.77
|
|
2,675,670
|
|
|
1.32
|
|
|
193,674
|
|
|
7.2
|
|
|||||
Total deposits
|
$
|
16,766,561
|
|
|
0.79
|
%
|
|
$
|
15,832,606
|
|
|
0.55
|
%
|
|
$
|
933,955
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance
|
|||||||||||
|
2019
|
|
2018
|
|
||||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total short-term customer funding (1)
|
355,983
|
|
|
0.77
|
|
|
446,668
|
|
|
0.48
|
|
|
(90,685
|
)
|
|
(20.3
|
)%
|
|||
Federal funds purchased
|
132,578
|
|
|
2.20
|
|
|
229,715
|
|
|
1.70
|
|
|
(97,137
|
)
|
|
(42.3
|
)
|
|||
Short-term FHLB advances and other borrowings (2)
|
361,118
|
|
|
2.43
|
|
|
109,540
|
|
|
2.20
|
|
|
251,578
|
|
|
229.7
|
|
|||
Total short-term borrowings
|
849,679
|
|
|
1.70
|
|
|
785,923
|
|
|
1.07
|
|
|
63,756
|
|
|
8.1
|
|
|||
FHLB advances and other long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB advances
|
555,229
|
|
|
2.38
|
|
|
590,948
|
|
|
2.46
|
|
|
(35,719
|
)
|
|
(6.0
|
)
|
|||
Other long-term debt
|
387,371
|
|
|
4.48
|
|
|
386,625
|
|
|
4.47
|
|
|
746
|
|
|
0.2
|
|
|||
Total FHLB advances and other long-term debt
|
942,600
|
|
|
3.25
|
|
|
977,573
|
|
|
3.26
|
|
|
(34,973
|
)
|
|
(3.6
|
)
|
|||
Total borrowings
|
$
|
1,792,279
|
|
|
2.51
|
%
|
|
$
|
1,763,496
|
|
|
2.29
|
%
|
|
$
|
28,783
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
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 - home equity
|
1,493,620
|
|
|
4.91
|
|
|
1,582,705
|
|
|
4.38
|
|
|
(89,085
|
)
|
|
(5.6
|
)
|
|||
Real estate - residential mortgage
|
2,085,258
|
|
|
3.93
|
|
|
1,779,270
|
|
|
3.80
|
|
|
305,988
|
|
|
17.2
|
|
|||
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
|
|
|||
Equipment lease financing
|
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 loans and leases
|
$
|
15,815,263
|
|
|
4.38
|
%
|
|
$
|
15,236,612
|
|
|
4.07
|
%
|
|
$
|
578,651
|
|
|
3.8
|
%
|
|
2018
|
|
2017
|
|
Increase in Balance
|
|||||||||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
$
|
|
%
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total short-term customer funding (1)
|
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 (2)
|
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
|
|
|||
FHLB advances and other 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 FHLB advances and other long-term debt
|
977,573
|
|
|
3.26
|
|
|
1,034,444
|
|
|
3.18
|
|
|
(56,871
|
)
|
|
(5.5
|
)
|
|||
Total borrowings
|
$
|
1,763,496
|
|
|
2.29
|
%
|
|
$
|
1,568,008
|
|
|
2.28
|
%
|
|
$
|
195,488
|
|
|
12.5
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Wealth management
|
$
|
55,678
|
|
|
$
|
52,148
|
|
|
$
|
3,530
|
|
|
6.8
|
%
|
Commercial banking:
|
|
|
|
|
|
|
|
|||||||
Merchant and card
|
24,077
|
|
|
23,427
|
|
|
650
|
|
|
2.8
|
|
|||
Cash management
|
18,392
|
|
|
17,581
|
|
|
811
|
|
|
4.6
|
|
|||
Commercial loan interest rate swap
|
14,875
|
|
|
9,831
|
|
|
5,044
|
|
|
51.3
|
|
|||
Other
|
13,773
|
|
|
13,090
|
|
|
683
|
|
|
5.2
|
|
|||
Total commercial banking
|
71,117
|
|
|
63,929
|
|
|
7,188
|
|
|
11.2
|
|
|||
Consumer banking:
|
|
|
|
|
|
|
|
|||||||
Card
|
20,515
|
|
|
19,497
|
|
|
1,018
|
|
|
5.2
|
|
|||
Overdraft
|
17,949
|
|
|
17,606
|
|
|
343
|
|
|
2.0
|
|
|||
Other
|
11,039
|
|
|
11,319
|
|
|
(280
|
)
|
|
(2.5
|
)
|
|||
Total consumer banking
|
49,503
|
|
|
48,422
|
|
|
1,081
|
|
|
2.2
|
|
|||
Mortgage banking:
|
|
|
|
|
|
|
|
|||||||
Gain on sales of mortgage loans
|
17,881
|
|
|
13,021
|
|
|
4,860
|
|
|
37.3
|
|
|||
Mortgage servicing
|
5,218
|
|
|
6,005
|
|
|
(787
|
)
|
|
(13.1
|
)
|
|||
Total mortgage banking
|
23,099
|
|
|
19,026
|
|
|
4,073
|
|
|
21.4
|
|
|||
Other
|
12,030
|
|
|
11,963
|
|
|
67
|
|
|
0.6
|
|
|||
Total, excluding net investment securities gains
|
211,427
|
|
|
195,488
|
|
|
15,939
|
|
|
8.2
|
|
|||
Investment securities gains, net
|
4,733
|
|
|
37
|
|
|
4,696
|
|
|
N/M
|
|
|||
Total non-interest income
|
$
|
216,160
|
|
|
$
|
195,525
|
|
|
$
|
20,635
|
|
|
10.6
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
311,934
|
|
|
$
|
303,202
|
|
|
$
|
8,732
|
|
|
2.9
|
%
|
Net occupancy
|
52,826
|
|
|
51,678
|
|
|
1,148
|
|
|
2.2
|
|
|||
Data processing and software
|
44,679
|
|
|
41,286
|
|
|
3,393
|
|
|
8.2
|
|
|||
Other outside services
|
39,989
|
|
|
33,758
|
|
|
6,231
|
|
|
18.5
|
|
|||
Equipment
|
13,575
|
|
|
13,243
|
|
|
332
|
|
|
2.5
|
|
|||
Professional fees
|
13,134
|
|
|
14,161
|
|
|
(1,027
|
)
|
|
(7.3
|
)
|
|||
Marketing
|
9,848
|
|
|
8,854
|
|
|
994
|
|
|
11.2
|
|
|||
State taxes
|
8,894
|
|
|
9,590
|
|
|
(696
|
)
|
|
(7.3
|
)
|
|||
FDIC insurance
|
7,780
|
|
|
10,993
|
|
|
(3,213
|
)
|
|
(29.2
|
)
|
|||
Amortization of tax credit investments
|
6,021
|
|
|
11,449
|
|
|
(5,428
|
)
|
|
(47.4
|
)
|
|||
Prepayment penalty on FHLB advances
|
4,326
|
|
|
—
|
|
|
4,326
|
|
|
N/M
|
|
|||
Intangible amortization
|
1,427
|
|
|
—
|
|
|
1,427
|
|
|
N/M
|
|
|||
Other
|
53,303
|
|
|
47,890
|
|
|
5,413
|
|
|
11.3
|
|
|||
Total
|
$
|
567,736
|
|
|
$
|
546,104
|
|
|
$
|
21,632
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
•
|
Salaries and employee benefits increased $6.8 million (excluding charter consolidation costs) mainly due to an increase in employee salaries (annual merit increases). Healthcare and 401(k) plan matching expense also increased, but were partially offset by lower defined benefit pension expense driven by changes in the discount rate compared to 2018.
|
•
|
Net occupancy expense increased $1.1 million, or 2.2%, due mainly to the addition of new properties.
|
•
|
Data processing and software increased $3.4 million, or 8.2%, reflecting higher transaction volumes and costs related to growth and technology initiatives.
|
•
|
Marketing increased $1.0 million, or 11.2%, due to additional promotions, primarily related to deposits.
|
•
|
FDIC insurance expense decreased $3.2 million, or 29.2%, due to the recognition of assessment credits in 2019.
|
•
|
Amortization of tax credit investments decreased $5.4 million as 2018 included amortization for one significant investment which generated a corresponding credit to income taxes.
|
•
|
2019 includes approximately $4.3 million of penalties related to the prepayment of certain FHLB advances in conjunction with the previously mentioned balance sheet restructuring.
|
•
|
Other expenses increased $5.4 million due to losses on sale of fixed assets, telecommunications expense and operating risk losses.
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Wealth management
|
$
|
52,148
|
|
|
$
|
49,249
|
|
|
$
|
2,899
|
|
|
5.9
|
%
|
Commercial banking:
|
|
|
|
|
|
|
|
|||||||
Merchant and card
|
23,427
|
|
|
21,191
|
|
|
2,236
|
|
|
10.6
|
|
|||
Cash management
|
17,581
|
|
|
14,444
|
|
|
3,137
|
|
|
21.7
|
|
|||
Commercial loan interest rate swap
|
9,831
|
|
|
11,694
|
|
|
(1,863
|
)
|
|
(15.9
|
)
|
|||
Other
|
13,090
|
|
|
18,400
|
|
|
(5,310
|
)
|
|
(28.9
|
)
|
|||
Total commercial banking
|
63,929
|
|
|
65,729
|
|
|
(1,800
|
)
|
|
(2.7
|
)
|
|||
Consumer banking:
|
|
|
|
|
|
|
|
|||||||
Card
|
19,497
|
|
|
18,479
|
|
|
1,018
|
|
|
5.5
|
|
|||
Overdraft
|
17,606
|
|
|
18,717
|
|
|
(1,111
|
)
|
|
(5.9
|
)
|
|||
Other
|
11,319
|
|
|
11,723
|
|
|
(404
|
)
|
|
(3.4
|
)
|
|||
Total consumer banking
|
48,422
|
|
|
48,919
|
|
|
(497
|
)
|
|
(1.0
|
)
|
|||
Mortgage banking:
|
|
|
|
|
|
|
|
|||||||
Gain on sales of mortgage loans
|
13,021
|
|
|
13,036
|
|
|
(15
|
)
|
|
(0.1
|
)
|
|||
Mortgage servicing
|
6,005
|
|
|
6,892
|
|
|
(887
|
)
|
|
(12.9
|
)
|
|||
Total mortgage banking
|
19,026
|
|
|
19,928
|
|
|
(902
|
)
|
|
(4.5
|
)
|
|||
Other
|
11,963
|
|
|
15,078
|
|
|
(3,115
|
)
|
|
(20.7
|
)
|
|||
Total, excluding net investment securities gains
|
195,488
|
|
|
198,903
|
|
|
(3,415
|
)
|
|
(1.7
|
)
|
|||
Investment securities gains, net
|
37
|
|
|
9,071
|
|
|
(9,034
|
)
|
|
N/M
|
|
|||
Total non-interest income
|
$
|
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
|
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
|
13,243
|
|
|
12,935
|
|
|
308
|
|
|
2.4
|
|
|||
Amortization of tax credit investments
|
11,449
|
|
|
11,028
|
|
|
421
|
|
|
3.8
|
|
|||
FDIC insurance
|
10,993
|
|
|
11,049
|
|
|
(56
|
)
|
|
(0.5
|
)
|
|||
State Taxes
|
9,590
|
|
|
10,051
|
|
|
(461
|
)
|
|
(4.6
|
)
|
|||
Marketing
|
8,854
|
|
|
8,034
|
|
|
820
|
|
|
10.2
|
|
|||
Other
|
47,890
|
|
|
53,720
|
|
|
(5,830
|
)
|
|
(10.9
|
)
|
|||
Total
|
$
|
546,104
|
|
|
$
|
525,579
|
|
|
$
|
20,525
|
|
|
3.9
|
%
|
|
December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
517,791
|
|
|
$
|
445,687
|
|
|
$
|
72,104
|
|
|
16.2
|
%
|
FRB and FHLB stock
|
97,422
|
|
|
79,283
|
|
|
18,139
|
|
|
22.9
|
|
|||
Loans held for sale
|
37,828
|
|
|
27,099
|
|
|
10,729
|
|
|
39.6
|
|
|||
Investment securities
|
2,867,378
|
|
|
2,686,973
|
|
|
180,405
|
|
|
6.7
|
|
|||
Loans and leases, net of allowance
|
16,673,904
|
|
|
16,005,263
|
|
|
668,641
|
|
|
4.2
|
|
|||
Premises and equipment
|
240,046
|
|
|
234,529
|
|
|
5,517
|
|
|
2.4
|
|
|||
Goodwill and intangibles
|
535,303
|
|
|
531,556
|
|
|
3,747
|
|
|
0.7
|
|
|||
Other assets
|
916,368
|
|
|
671,762
|
|
|
244,606
|
|
|
36.4
|
|
|||
Total Assets
|
$
|
21,886,040
|
|
|
$
|
20,682,152
|
|
|
$
|
1,203,888
|
|
|
5.8
|
%
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
17,393,913
|
|
|
$
|
16,376,159
|
|
|
$
|
1,017,754
|
|
|
6.2
|
%
|
Short-term borrowings
|
883,241
|
|
|
754,777
|
|
|
128,464
|
|
|
17.0
|
|
|||
FHLB advances and long-term debt
|
881,769
|
|
|
992,279
|
|
|
(110,510
|
)
|
|
(11.1
|
)
|
|||
Other liabilities
|
384,941
|
|
|
311,364
|
|
|
73,577
|
|
|
23.6
|
|
|||
Total Liabilities
|
19,543,864
|
|
|
18,434,579
|
|
|
1,109,285
|
|
|
6.0
|
|
|||
Total Shareholders’ Equity
|
2,342,176
|
|
|
2,247,573
|
|
|
94,603
|
|
|
4.2
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
21,886,040
|
|
|
$
|
20,682,152
|
|
|
$
|
1,203,888
|
|
|
5.8
|
%
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Available for Sale
|
|
|
|
||||
U.S. Government sponsored agency securities
|
$
|
—
|
|
|
$
|
31,632
|
|
State and municipal securities
|
652,927
|
|
|
279,095
|
|
||
Corporate debt securities
|
377,357
|
|
|
109,533
|
|
||
Collateralized mortgage obligations
|
693,718
|
|
|
832,080
|
|
||
Residential mortgage-backed securities
|
177,312
|
|
|
463,344
|
|
||
Commercial mortgage-backed securities
|
494,297
|
|
|
261,616
|
|
||
Auction rate securities
|
101,926
|
|
|
102,994
|
|
||
Total available for sale securities
|
$
|
2,497,537
|
|
|
$
|
2,080,294
|
|
|
|
|
|
||||
Held to Maturity
|
|
|
|
||||
State and municipal securities
|
$
|
—
|
|
|
$
|
156,134
|
|
Residential mortgage-backed securities
|
369,841
|
|
|
450,545
|
|
||
Total held to maturity securities
|
$
|
369,841
|
|
|
$
|
606,679
|
|
|
December 31,
|
|
2019 vs. 2018
Increase (Decrease) |
|||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Real estate – commercial mortgage
|
$
|
6,700,776
|
|
|
$
|
6,434,285
|
|
|
$
|
6,364,804
|
|
|
$
|
6,018,582
|
|
|
$
|
5,462,330
|
|
|
$
|
266,491
|
|
|
4.1
|
%
|
Commercial – industrial, financial and agricultural
|
4,446,701
|
|
|
4,404,548
|
|
|
4,300,297
|
|
|
4,087,486
|
|
|
4,088,962
|
|
|
42,153
|
|
|
1.0
|
|
||||||
Real estate – residential mortgage
|
2,641,465
|
|
|
2,251,044
|
|
|
1,954,711
|
|
|
1,601,994
|
|
|
1,376,160
|
|
|
390,421
|
|
|
17.3
|
|
||||||
Real estate – home equity
|
1,314,944
|
|
|
1,452,137
|
|
|
1,559,719
|
|
|
1,625,115
|
|
|
1,684,439
|
|
|
(137,193
|
)
|
|
(9.4
|
)
|
||||||
Real estate – construction
|
971,079
|
|
|
916,599
|
|
|
1,006,935
|
|
|
843,649
|
|
|
799,988
|
|
|
54,480
|
|
|
5.9
|
|
||||||
Consumer
|
463,164
|
|
|
419,186
|
|
|
313,783
|
|
|
291,470
|
|
|
268,588
|
|
|
43,978
|
|
|
10.5
|
|
||||||
Equipment lease financing and other
|
322,625
|
|
|
311,866
|
|
|
291,556
|
|
|
246,704
|
|
|
170,914
|
|
|
10,759
|
|
|
3.4
|
|
||||||
Overdrafts
|
3,582
|
|
|
2,774
|
|
|
4,113
|
|
|
3,662
|
|
|
2,737
|
|
|
808
|
|
|
29.1
|
|
||||||
Loans and leases, gross of unearned income
|
16,864,336
|
|
|
16,192,439
|
|
|
15,795,918
|
|
|
14,718,662
|
|
|
13,854,118
|
|
|
671,897
|
|
|
4.1
|
|
||||||
Unearned income
|
(26,810
|
)
|
|
(26,639
|
)
|
|
(27,671
|
)
|
|
(19,390
|
)
|
|
(15,516
|
)
|
|
(171
|
)
|
|
0.6
|
|
||||||
Loans and leases, net of unearned income
|
$
|
16,837,526
|
|
|
$
|
16,165,800
|
|
|
$
|
15,768,247
|
|
|
$
|
14,699,272
|
|
|
$
|
13,838,602
|
|
|
$
|
671,726
|
|
|
4.2
|
%
|
|
2019
|
|
2018
|
||
Real estate (1)
|
41.4
|
%
|
|
35.9
|
%
|
Health care
|
8.1
|
|
|
7.8
|
|
Agriculture
|
7.1
|
|
|
7.3
|
|
Construction (2)
|
6.2
|
|
|
5.7
|
|
Manufacturing
|
6.0
|
|
|
5.5
|
|
Other services (except public administration)
|
4.7
|
|
|
4.5
|
|
Retail
|
4.2
|
|
|
4.6
|
|
Educational services
|
4.1
|
|
|
4.6
|
|
Accommodation and food services
|
4.1
|
|
|
3.7
|
|
Wholesale trade
|
3.6
|
|
|
3.5
|
|
Professional, scientific, and technical services
|
2.9
|
|
|
2.8
|
|
Arts, entertainment, and recreation
|
2.2
|
|
|
2.3
|
|
Public administration
|
2.0
|
|
|
2.3
|
|
Transportation and warehousing
|
1.2
|
|
|
1.3
|
|
Other
|
2.2
|
|
|
8.2
|
|
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.
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Loans and leases, net of unearned income outstanding at end of year
|
$
|
16,837,526
|
|
|
$
|
16,165,800
|
|
|
$
|
15,768,247
|
|
|
$
|
14,699,272
|
|
|
$
|
13,838,602
|
|
Average balance of loans and leases, net of unearned income
|
$
|
16,430,347
|
|
|
$
|
15,815,263
|
|
|
$
|
15,236,612
|
|
|
$
|
14,128,064
|
|
|
$
|
13,330,973
|
|
Balance of allowance for credit losses at beginning of year
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
|
$
|
185,931
|
|
Loans and leases charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
42,410
|
|
|
52,441
|
|
|
19,067
|
|
|
15,276
|
|
|
15,639
|
|
|||||
Real estate - home equity and consumer
|
4,694
|
|
|
6,127
|
|
|
4,567
|
|
|
7,712
|
|
|
5,831
|
|
|||||
Equipment lease financing and other
|
2,560
|
|
|
2,521
|
|
|
3,035
|
|
|
3,815
|
|
|
2,656
|
|
|||||
Real estate – commercial mortgage
|
1,837
|
|
|
2,045
|
|
|
2,169
|
|
|
3,580
|
|
|
4,218
|
|
|||||
Real estate – residential mortgage
|
1,545
|
|
|
1,574
|
|
|
687
|
|
|
2,326
|
|
|
3,612
|
|
|||||
Real estate – construction
|
143
|
|
|
1,368
|
|
|
3,765
|
|
|
1,218
|
|
|
201
|
|
|||||
Total charged off
|
53,189
|
|
|
66,076
|
|
|
33,290
|
|
|
33,927
|
|
|
32,157
|
|
|||||
Recoveries of loans and leases previously charged off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial – industrial, financial and agricultural
|
8,721
|
|
|
4,994
|
|
|
7,771
|
|
|
8,981
|
|
|
5,264
|
|
|||||
Real estate - home equity and consumer
|
1,994
|
|
|
2,393
|
|
|
1,969
|
|
|
2,466
|
|
|
2,492
|
|
|||||
Real estate – construction
|
2,591
|
|
|
1,829
|
|
|
1,582
|
|
|
3,924
|
|
|
2,824
|
|
|||||
Real estate – commercial mortgage
|
2,202
|
|
|
1,622
|
|
|
1,668
|
|
|
3,373
|
|
|
2,801
|
|
|||||
Equipment lease financing and other
|
666
|
|
|
1,037
|
|
|
968
|
|
|
842
|
|
|
685
|
|
|||||
Real estate – residential mortgage
|
989
|
|
|
620
|
|
|
786
|
|
|
1,072
|
|
|
1,322
|
|
|||||
Total recoveries
|
17,163
|
|
|
12,495
|
|
|
14,744
|
|
|
20,658
|
|
|
15,388
|
|
|||||
Net loans and leases charged off
|
36,026
|
|
|
53,581
|
|
|
18,546
|
|
|
13,269
|
|
|
16,769
|
|
|||||
Provision for credit losses
|
32,825
|
|
|
46,907
|
|
|
23,305
|
|
|
13,182
|
|
|
2,250
|
|
|||||
Balance at end of year
|
$
|
166,209
|
|
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
Components of Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan and lease losses
|
$
|
163,622
|
|
|
$
|
160,537
|
|
|
$
|
169,910
|
|
|
$
|
168,679
|
|
|
$
|
169,054
|
|
Reserve for unfunded lending commitments (1)
|
2,587
|
|
|
8,873
|
|
|
6,174
|
|
|
2,646
|
|
|
2,358
|
|
|||||
Allowance for credit losses
|
$
|
166,209
|
|
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
|
$
|
171,412
|
|
Selected Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans and leases
|
0.22
|
%
|
|
0.34
|
%
|
|
0.12
|
%
|
|
0.09
|
%
|
|
0.13
|
%
|
|||||
Allowance for loan losses to total loans and leases
|
0.97
|
%
|
|
0.99
|
%
|
|
1.08
|
%
|
|
1.15
|
%
|
|
1.22
|
%
|
|||||
Allowance for credit losses to total loans and leases
|
0.99
|
%
|
|
1.05
|
%
|
|
1.12
|
%
|
|
1.17
|
%
|
|
1.24
|
%
|
|||||
Non-performing assets (2) to total assets
|
0.68
|
%
|
|
0.73
|
%
|
|
0.72
|
%
|
|
0.76
|
%
|
|
0.87
|
%
|
|||||
Non-performing assets (2) to total loans and leases and OREO
|
0.88
|
%
|
|
0.93
|
%
|
|
0.92
|
%
|
|
0.98
|
%
|
|
1.13
|
%
|
|||||
Non-accrual loans to total loans and leases
|
0.74
|
%
|
|
0.80
|
%
|
|
0.79
|
%
|
|
0.82
|
%
|
|
0.94
|
%
|
|||||
Allowance for credit losses to non-performing loans and leases
|
117.75
|
%
|
|
121.29
|
%
|
|
130.67
|
%
|
|
130.15
|
%
|
|
118.37
|
%
|
|||||
Non-performing assets (2) to tangible shareholders' equity and allowance for credit losses (3) ("Texas Ratio")
|
7.50
|
%
|
|
7.97
|
%
|
|
7.71
|
%
|
|
8.20
|
%
|
|
9.27
|
%
|
(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
|
|
Equipment Lease Financing
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Balance of non-accrual loans and leases 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 and leases at December 31, 2018
|
50,149
|
|
|
30,389
|
|
|
7,390
|
|
|
14,668
|
|
|
6,707
|
|
|
—
|
|
|
19,269
|
|
|
128,572
|
|
||||||||
Additions
|
65,893
|
|
|
35,369
|
|
|
100
|
|
|
8,384
|
|
|
4,851
|
|
|
3,403
|
|
|
1,334
|
|
|
119,334
|
|
||||||||
Payments
|
(24,810
|
)
|
|
(28,770
|
)
|
|
(3,588
|
)
|
|
(2,341
|
)
|
|
(2,276
|
)
|
|
—
|
|
|
(3,157
|
)
|
|
(64,942
|
)
|
||||||||
Charge-offs (1)
|
(42,410
|
)
|
|
(1,837
|
)
|
|
(143
|
)
|
|
(1,545
|
)
|
|
(1,291
|
)
|
|
(3,403
|
)
|
|
(918
|
)
|
|
(51,547
|
)
|
||||||||
Transfers to OREO
|
(144
|
)
|
|
(680
|
)
|
|
(124
|
)
|
|
(2,433
|
)
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
|
(3,963
|
)
|
||||||||
Transfers to accrual status
|
(572
|
)
|
|
(1,305
|
)
|
|
(17
|
)
|
|
(57
|
)
|
|
(405
|
)
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
||||||||
Balance of non-accrual loans and leases at December 31, 2019
|
$
|
48,106
|
|
|
$
|
33,166
|
|
|
$
|
3,618
|
|
|
$
|
16,676
|
|
|
$
|
7,004
|
|
|
$
|
—
|
|
|
$
|
16,528
|
|
|
$
|
125,098
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Non-accrual loans and leases (1) (2) (3)
|
$
|
125,098
|
|
|
$
|
128,572
|
|
|
$
|
124,749
|
|
|
$
|
120,133
|
|
|
$
|
129,523
|
|
Loans and leases 90 days or more past due and still accruing (2)
|
16,057
|
|
|
11,106
|
|
|
10,010
|
|
|
11,505
|
|
|
15,291
|
|
|||||
Total non-performing loans and leases
|
141,155
|
|
|
139,678
|
|
|
134,759
|
|
|
131,638
|
|
|
144,814
|
|
|||||
OREO
|
6,831
|
|
|
10,518
|
|
|
9,823
|
|
|
12,815
|
|
|
11,099
|
|
|||||
Total non-performing assets
|
$
|
147,986
|
|
|
$
|
150,196
|
|
|
$
|
144,582
|
|
|
$
|
144,453
|
|
|
$
|
155,913
|
|
(1)
|
In 2019, the total interest income that would have been recorded if non-accrual loans and leases had been current in accordance with their original terms was approximately $7.0 million. The amount of interest income on non-accrual loans and leases that was recognized in 2019 was approximately $4.7 million.
|
(2)
|
Accrual of interest is generally discontinued when a loan or lease becomes 90 days past due. In certain cases a loan or lease 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 agreement. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans and leases may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan or lease is considered to be adequately secured and in the process of collection. Certain loans and leases, 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, 2019 were $55.2 million of loans modified under trouble debt restructurings ("TDRs"). These loans were evaluated for impairment under ASC Section 310-10-35, but continue to accrue interest and are, therefore, not included in non-accrual loans and leases.
|
|
December 31,
|
|
2019 vs. 2018 Increase (Decrease)
|
|||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||
Commercial – industrial, financial and agricultural
|
$
|
49,491
|
|
|
$
|
51,269
|
|
|
$
|
54,309
|
|
|
$
|
43,460
|
|
|
$
|
44,071
|
|
|
$
|
(1,778
|
)
|
|
(3.5
|
)%
|
Real estate – commercial mortgage
|
37,279
|
|
|
32,153
|
|
|
35,447
|
|
|
39,319
|
|
|
41,170
|
|
|
5,126
|
|
|
15.9
|
|
||||||
Real estate – residential mortgage
|
22,411
|
|
|
19,101
|
|
|
20,971
|
|
|
23,655
|
|
|
28,484
|
|
|
3,310
|
|
|
17.3
|
|
||||||
Real estate – home equity
|
10,568
|
|
|
9,769
|
|
|
11,507
|
|
|
13,154
|
|
|
14,683
|
|
|
799
|
|
|
8.2
|
|
||||||
Real estate – construction
|
4,306
|
|
|
7,390
|
|
|
12,197
|
|
|
9,842
|
|
|
12,460
|
|
|
(3,084
|
)
|
|
(41.7
|
)
|
||||||
Consumer
|
458
|
|
|
409
|
|
|
296
|
|
|
1,891
|
|
|
2,440
|
|
|
49
|
|
|
12.0
|
|
||||||
Equipment lease financing
|
16,642
|
|
|
19,587
|
|
|
32
|
|
|
317
|
|
|
1,506
|
|
|
(2,945
|
)
|
|
(15.0
|
)
|
||||||
Total non-performing loans and leases
|
$
|
141,155
|
|
|
$
|
139,678
|
|
|
$
|
134,759
|
|
|
$
|
131,638
|
|
|
$
|
144,814
|
|
|
$
|
1,477
|
|
|
1.1
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Real estate – residential mortgage
|
$
|
21,551
|
|
|
$
|
24,102
|
|
|
$
|
26,016
|
|
|
$
|
27,617
|
|
|
$
|
28,511
|
|
Real estate – home equity
|
15,068
|
|
|
16,665
|
|
|
15,558
|
|
|
8,594
|
|
|
4,556
|
|
|||||
Real estate – commercial mortgage
|
13,330
|
|
|
15,685
|
|
|
13,959
|
|
|
15,957
|
|
|
17,563
|
|
|||||
Commercial – industrial, financial and agricultural
|
5,193
|
|
|
5,143
|
|
|
10,820
|
|
|
6,627
|
|
|
5,953
|
|
|||||
Consumer
|
8
|
|
|
10
|
|
|
26
|
|
|
39
|
|
|
33
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
3,942
|
|
|||||
Total accruing TDRs
|
55,150
|
|
|
61,605
|
|
|
66,379
|
|
|
59,560
|
|
|
60,558
|
|
|||||
Non-accrual TDRs (1)
|
20,825
|
|
|
28,659
|
|
|
29,051
|
|
|
27,850
|
|
|
31,035
|
|
|||||
Total TDRs
|
$
|
75,975
|
|
|
$
|
90,264
|
|
|
$
|
95,430
|
|
|
$
|
87,410
|
|
|
$
|
91,593
|
|
(1)
|
Included within non-accrual loans in the preceding table.
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Residential properties
|
$
|
3,078
|
|
|
$
|
3,665
|
|
Commercial properties
|
2,058
|
|
|
4,127
|
|
||
Undeveloped land
|
1,695
|
|
|
2,726
|
|
||
Total OREO
|
$
|
6,831
|
|
|
$
|
10,518
|
|
|
Special Mention
|
|
2019 vs. 2018 Increase (Decrease)
|
|
Substandard or Lower
|
|
2019 vs. 2018 Increase (Decrease)
|
|
Total Criticized Loans
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
137,163
|
|
|
$
|
170,827
|
|
|
$
|
(33,664
|
)
|
|
(19.7
|
)%
|
|
$
|
134,206
|
|
|
$
|
133,995
|
|
|
$
|
211
|
|
|
0.2
|
%
|
|
$
|
271,369
|
|
|
$
|
304,822
|
|
Commercial - secured
|
171,442
|
|
|
193,470
|
|
|
(22,028
|
)
|
|
(11.4
|
)
|
|
195,884
|
|
|
129,026
|
|
|
66,858
|
|
|
51.8
|
|
|
367,326
|
|
|
322,496
|
|
||||||||
Commercial - unsecured
|
9,665
|
|
|
4,016
|
|
|
5,649
|
|
|
140.7
|
|
|
3,876
|
|
|
3,963
|
|
|
(87
|
)
|
|
(2.2
|
)
|
|
13,541
|
|
|
7,979
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
181,107
|
|
|
197,486
|
|
|
(16,379
|
)
|
|
(8.3
|
)
|
|
199,760
|
|
|
132,989
|
|
|
66,771
|
|
|
50.2
|
|
|
380,867
|
|
|
330,475
|
|
||||||||
Construction - commercial residential
|
2,897
|
|
|
6,912
|
|
|
(4,015
|
)
|
|
(58.1
|
)
|
|
3,461
|
|
|
6,881
|
|
|
(3,420
|
)
|
|
(49.7
|
)
|
|
6,358
|
|
|
13,793
|
|
||||||||
Construction - commercial
|
1,322
|
|
|
1,163
|
|
|
159
|
|
|
13.7
|
|
|
2,676
|
|
|
2,533
|
|
|
143
|
|
|
5.6
|
|
|
3,998
|
|
|
3,696
|
|
||||||||
Total construction (excluding construction - other)
|
4,219
|
|
|
8,075
|
|
|
(3,856
|
)
|
|
(47.8
|
)
|
|
6,137
|
|
|
9,414
|
|
|
(3,277
|
)
|
|
(34.8
|
)
|
|
10,356
|
|
|
17,489
|
|
||||||||
Total
|
$
|
322,489
|
|
|
$
|
376,388
|
|
|
$
|
(53,899
|
)
|
|
(14.3
|
)%
|
|
$
|
340,103
|
|
|
$
|
276,398
|
|
|
$
|
63,705
|
|
|
23.0
|
%
|
|
$
|
662,592
|
|
|
$
|
652,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
% of total risk rated loans
|
2.7
|
%
|
|
3.2
|
%
|
|
|
|
|
|
2.8
|
%
|
|
2.4
|
%
|
|
|
|
|
|
5.5
|
%
|
|
5.6
|
%
|
|
Delinquent (1)
|
|
Non-performing (2)
|
|
Total
|
||||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
12,341
|
|
|
0.94
|
%
|
|
$
|
10,702
|
|
|
0.74
|
%
|
|
$
|
10,568
|
|
|
0.80
|
%
|
|
$
|
9,769
|
|
|
0.67
|
%
|
|
$
|
22,909
|
|
|
1.74
|
%
|
|
$
|
20,471
|
|
|
1.41
|
%
|
Real estate - residential mortgage
|
34,291
|
|
|
1.30
|
|
|
28,988
|
|
|
1.29
|
|
|
22,411
|
|
|
0.85
|
|
|
19,101
|
|
|
0.85
|
|
|
56,702
|
|
|
2.15
|
|
|
48,089
|
|
|
2.14
|
|
||||||
Real estate - construction - other
|
895
|
|
|
0.95
|
|
|
—
|
|
|
—
|
|
|
809
|
|
|
0.86
|
|
|
490
|
|
|
0.68
|
|
|
1,704
|
|
|
1.81
|
|
|
490
|
|
|
0.68
|
|
||||||
Consumer - direct
|
465
|
|
|
0.72
|
|
|
338
|
|
|
0.60
|
|
|
190
|
|
|
0.30
|
|
|
66
|
|
|
0.12
|
|
|
655
|
|
|
1.02
|
|
|
404
|
|
|
0.72
|
|
||||||
Consumer - indirect
|
4,685
|
|
|
1.17
|
|
|
3,405
|
|
|
0.94
|
|
|
268
|
|
|
0.07
|
|
|
343
|
|
|
0.09
|
|
|
4,953
|
|
|
1.24
|
|
|
3,748
|
|
|
1.03
|
|
||||||
Total Consumer
|
5,150
|
|
|
1.11
|
|
|
3,743
|
|
|
0.89
|
|
|
458
|
|
|
0.10
|
|
|
409
|
|
|
0.10
|
|
|
5,608
|
|
|
1.21
|
|
|
4,152
|
|
|
0.99
|
|
||||||
Equipment lease financing
|
4,012
|
|
|
1.34
|
|
|
1,302
|
|
|
0.45
|
|
|
16,642
|
|
|
5.56
|
|
|
19,587
|
|
|
6.80
|
|
|
20,654
|
|
|
6.90
|
|
|
20,889
|
|
|
7.25
|
|
||||||
Total
|
$
|
56,689
|
|
|
1.19
|
%
|
|
$
|
44,735
|
|
|
1.00
|
%
|
|
$
|
50,888
|
|
|
1.06
|
%
|
|
$
|
49,356
|
|
|
1.10
|
%
|
|
$
|
107,577
|
|
|
2.24
|
%
|
|
$
|
94,091
|
|
|
2.10
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
|
Allowance
|
|
%
In Each Category (1) |
|
Allowance
|
|
%
In Each Category (1) |
|
Allowance
|
|
%
In Each Category (1) |
|
Allowance
|
|
%
In Each Category (1) |
|
Allowance
|
|
%
In Each Category (1) |
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
45,610
|
|
|
39.6
|
%
|
|
$
|
52,889
|
|
|
39.7
|
%
|
|
$
|
58,793
|
|
|
40.3
|
%
|
|
$
|
46,842
|
|
|
40.9
|
%
|
|
$
|
47,866
|
|
|
39.5
|
%
|
Commercial - industrial, financial and agricultural
|
68,602
|
|
|
26.4
|
|
|
58,868
|
|
|
27.2
|
|
|
66,280
|
|
|
27.2
|
|
|
54,353
|
|
|
27.8
|
|
|
57,098
|
|
|
29.5
|
|
|||||
Real estate - residential mortgage
|
19,771
|
|
|
15.7
|
|
|
18,921
|
|
|
13.9
|
|
|
16,088
|
|
|
12.4
|
|
|
22,929
|
|
|
10.9
|
|
|
21,375
|
|
|
9.9
|
|
|||||
Consumer, home equity, equipment lease financing
|
25,196
|
|
|
12.5
|
|
|
24,798
|
|
|
13.5
|
|
|
22,129
|
|
|
13.7
|
|
|
33,567
|
|
|
14.7
|
|
|
27,458
|
|
|
15.3
|
|
|||||
Real estate - construction
|
4,443
|
|
|
5.8
|
|
|
5,061
|
|
|
5.7
|
|
|
6,620
|
|
|
6.4
|
|
|
6,455
|
|
|
5.7
|
|
|
6,529
|
|
|
5.8
|
|
|||||
Unallocated
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
4,533
|
|
|
N/A
|
|
|
8,728
|
|
|
N/A
|
|
|||||
Total
|
$
|
163,622
|
|
|
100.0
|
%
|
|
$
|
160,537
|
|
|
100.0
|
%
|
|
$
|
169,910
|
|
|
100.0
|
%
|
|
$
|
168,679
|
|
|
100.0
|
%
|
|
$
|
169,054
|
|
|
100.0
|
%
|
|
|
|
|
|
Increase
|
|||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Noninterest-bearing demand
|
$
|
4,453,324
|
|
|
$
|
4,310,105
|
|
|
$
|
143,219
|
|
|
3.3
|
%
|
Interest-bearing demand
|
4,720,188
|
|
|
4,240,974
|
|
|
479,214
|
|
|
11.3
|
|
|||
Savings and money market accounts
|
5,153,941
|
|
|
4,926,937
|
|
|
227,004
|
|
|
4.6
|
|
|||
Total demand and savings
|
14,327,453
|
|
|
13,478,016
|
|
|
849,437
|
|
|
6.3
|
|
|||
Brokered deposits
|
264,531
|
|
|
176,239
|
|
|
88,292
|
|
|
50.1
|
|
|||
Time deposits
|
2,801,929
|
|
|
2,721,904
|
|
|
80,025
|
|
|
2.9
|
|
|||
Total deposits
|
$
|
17,393,913
|
|
|
$
|
16,376,159
|
|
|
$
|
1,017,754
|
|
|
6.2
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|||||||
Total short-term customer funding (1)
|
$
|
383,241
|
|
|
$
|
369,777
|
|
|
$
|
13,464
|
|
|
3.6
|
%
|
Short-term FHLB advances (2)
|
500,000
|
|
|
385,000
|
|
|
115,000
|
|
|
29.9
|
|
|||
Total short-term borrowings
|
883,241
|
|
|
754,777
|
|
|
128,464
|
|
|
17.0
|
|
|||
FHLB advances and other long-term debt:
|
|
|
|
|
|
|
|
|||||||
FHLB advances
|
491,024
|
|
|
601,978
|
|
|
(110,954
|
)
|
|
(18.4
|
)
|
|||
Other long-term debt
|
390,745
|
|
|
390,301
|
|
|
444
|
|
|
0.1
|
|
|||
Total FHLB advances and other long-term debt
|
881,769
|
|
|
992,279
|
|
|
(110,510
|
)
|
|
(11.1
|
)
|
|||
Total borrowings
|
$
|
1,765,010
|
|
|
$
|
1,747,056
|
|
|
$
|
17,954
|
|
|
1.0
|
%
|
|
2019
|
|
2018
|
|
Regulatory
Minimum for Capital Adequacy |
|
Regulatory Minimum with Capital Conservation Buffers
|
Total capital (to risk-weighted assets)
|
11.8%
|
|
12.8%
|
|
8.0%
|
|
10.5%
|
Tier I capital (to risk-weighted assets)
|
9.7%
|
|
10.2%
|
|
6.0%
|
|
8.5%
|
Common equity tier I (to risk-weighted assets)
|
9.7%
|
|
10.2%
|
|
4.5%
|
|
7.0%
|
Tier leverage capital (to average assets)
|
8.4%
|
|
9.0%
|
|
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)
|
$
|
14,591,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,591,984
|
|
Time deposits (2)
|
1,633,430
|
|
|
966,287
|
|
|
152,185
|
|
|
47,100
|
|
|
2,799,002
|
|
|||||
Short-term borrowings (3)
|
883,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
883,241
|
|
|||||
Long-term debt (3)
|
—
|
|
|
258,636
|
|
|
604,230
|
|
|
18,903
|
|
|
881,769
|
|
|||||
Lease liabilities (4)
|
18,695
|
|
|
33,860
|
|
|
26,516
|
|
|
42,394
|
|
|
121,465
|
|
|||||
Purchase obligations (5)
|
20,160
|
|
|
41,848
|
|
|
1,801
|
|
|
—
|
|
|
63,809
|
|
|||||
Uncertain tax positions (6)
|
3,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,214
|
|
(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 17 - 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, industrial, financial, and agricultural
|
$
|
3,997,401
|
|
Real estate - home equity
|
1,523,494
|
|
|
Real estate - commercial mortgage and real estate - construction
|
1,168,624
|
|
|
Total commitments to extend credit
|
$
|
6,689,519
|
|
|
|
||
Standby letters of credit
|
$
|
303,020
|
|
Commercial letters of credit
|
50,432
|
|
|
Total letters of credit
|
$
|
353,452
|
|
(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)
|
||||||||||||||||||||||||||
State and municipal (1)
|
$
|
675
|
|
|
3.02
|
%
|
|
$
|
15,963
|
|
|
4.21
|
%
|
|
$
|
7,423
|
|
|
6.43
|
%
|
|
$
|
628,866
|
|
|
3.97
|
%
|
Corporate debt securities
|
2,155
|
|
|
2.01
|
|
|
18,287
|
|
|
3.58
|
|
|
348,465
|
|
|
3.80
|
|
|
101,926
|
|
|
3.06
|
|
||||
Auction rate securities (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,450
|
|
|
4.10
|
|
||||
Total
|
$
|
2,830
|
|
|
2.25
|
%
|
|
$
|
34,250
|
|
|
3.87
|
%
|
|
$
|
355,888
|
|
|
3.85
|
%
|
|
$
|
739,242
|
|
|
3.83
|
%
|
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities (3)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
156,134
|
|
|
4.16
|
%
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collateralized mortgage obligations (3)
|
$
|
693,719
|
|
|
2.89
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential mortgage-backed securities (3)
|
177,312
|
|
|
2.45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial mortgage-backed securities (3)
|
494,297
|
|
|
2.72
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities (3)
|
$
|
369,841
|
|
|
2.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2019, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and six 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
|
$
|
743,150
|
|
|
$
|
2,050,214
|
|
|
$
|
423,071
|
|
|
$
|
3,216,435
|
|
Fixed rate
|
591,667
|
|
|
562,871
|
|
|
75,728
|
|
|
1,230,266
|
|
||||
Total
|
$
|
1,334,817
|
|
|
$
|
2,613,085
|
|
|
$
|
498,799
|
|
|
$
|
4,446,701
|
|
Real estate – mortgage (1):
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
1,408,557
|
|
|
$
|
4,571,459
|
|
|
$
|
2,487,116
|
|
|
$
|
8,467,132
|
|
Fixed rate
|
626,095
|
|
|
1,081,456
|
|
|
482,502
|
|
|
2,190,053
|
|
||||
Total
|
$
|
2,034,652
|
|
|
$
|
5,652,915
|
|
|
$
|
2,969,618
|
|
|
$
|
10,657,185
|
|
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Adjustable and floating rate
|
$
|
279,844
|
|
|
$
|
354,663
|
|
|
$
|
230,064
|
|
|
$
|
864,571
|
|
Fixed rate
|
96,543
|
|
|
7,383
|
|
|
2,582
|
|
|
106,508
|
|
||||
Total
|
$
|
376,387
|
|
|
$
|
362,046
|
|
|
$
|
232,646
|
|
|
$
|
971,079
|
|
Year
|
|
||
2020
|
$
|
1,636,357
|
|
2021
|
529,378
|
|
|
2022
|
436,909
|
|
|
2023
|
109,044
|
|
|
2024
|
43,141
|
|
|
Thereafter
|
47,100
|
|
|
|
$
|
2,801,929
|
|
Three months or less
|
$
|
239,122
|
|
Over three through six months
|
202,469
|
|
|
Over six through twelve months
|
378,698
|
|
|
Over twelve months
|
546,961
|
|
|
Total
|
$
|
1,367,250
|
|
CONSOLIDATED BALANCE SHEETS
|
||||
(dollars in thousands, except per-share data)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
132,283
|
|
|
$
|
103,436
|
|
Interest-bearing deposits with other banks
|
385,508
|
|
|
342,251
|
|
||
Total Cash and Cash Equivalents
|
517,791
|
|
|
445,687
|
|
||
Federal Reserve Bank and Federal Home Loan Bank stock
|
97,422
|
|
|
79,283
|
|
||
Loans held for sale
|
37,828
|
|
|
27,099
|
|
||
Investment securities:
|
|
|
|
||||
Available for sale, at estimated fair value
|
2,497,537
|
|
|
2,080,294
|
|
||
Held to maturity, at amortized cost
|
369,841
|
|
|
606,679
|
|
||
Loans and leases, net of unearned income
|
16,837,526
|
|
|
16,165,800
|
|
||
Allowance for loan and lease losses
|
(163,622
|
)
|
|
(160,537
|
)
|
||
Net Loans and Leases
|
16,673,904
|
|
|
16,005,263
|
|
||
Premises and equipment
|
240,046
|
|
|
234,529
|
|
||
Accrued interest receivable
|
60,898
|
|
|
58,879
|
|
||
Goodwill and intangibles
|
535,303
|
|
|
531,556
|
|
||
Other assets
|
855,470
|
|
|
612,883
|
|
||
Total Assets
|
$
|
21,886,040
|
|
|
$
|
20,682,152
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
4,453,324
|
|
|
$
|
4,310,105
|
|
Interest-bearing
|
12,940,589
|
|
|
12,066,054
|
|
||
Total Deposits
|
17,393,913
|
|
|
16,376,159
|
|
||
Short-term borrowings
|
883,241
|
|
|
754,777
|
|
||
Accrued interest payable
|
8,834
|
|
|
10,529
|
|
||
Federal Home Loan Bank advances and long-term debt
|
881,769
|
|
|
992,279
|
|
||
Other liabilities
|
376,107
|
|
|
300,835
|
|
||
Total Liabilities
|
19,543,864
|
|
|
18,434,579
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock, $2.50 par value, 600 million shares authorized, 222.4 million shares issued in 2019 and 221.8 million shares issued in 2018
|
556,110
|
|
|
554,377
|
|
||
Additional paid-in capital
|
1,499,681
|
|
|
1,489,703
|
|
||
Retained earnings
|
1,079,391
|
|
|
946,032
|
|
||
Accumulated other comprehensive loss
|
(137
|
)
|
|
(59,063
|
)
|
||
Treasury stock, 58.2 million shares in 2019 and 51.6 million shares in 2018
|
(792,869
|
)
|
|
(683,476
|
)
|
||
Total Shareholders’ Equity
|
2,342,176
|
|
|
2,247,573
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
21,886,040
|
|
|
$
|
20,682,152
|
|
|
|
|
|
||||
See Notes to Consolidated Financial Statements
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
||||
(dollars in thousands, except per-share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
737,932
|
|
|
$
|
683,042
|
|
|
$
|
603,961
|
|
Investment securities:
|
|
|
|
|
|
||||||
Taxable
|
62,556
|
|
|
56,039
|
|
|
47,028
|
|
|||
Tax-exempt
|
14,218
|
|
|
12,076
|
|
|
11,566
|
|
|||
Dividends
|
—
|
|
|
5
|
|
|
369
|
|
|||
Loans held for sale
|
1,351
|
|
|
1,159
|
|
|
876
|
|
|||
Other interest income
|
9,249
|
|
|
6,193
|
|
|
5,066
|
|
|||
Total Interest Income
|
825,306
|
|
|
758,514
|
|
|
668,866
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Deposits
|
131,775
|
|
|
87,712
|
|
|
57,791
|
|
|||
Short-term borrowings
|
14,543
|
|
|
8,489
|
|
|
2,779
|
|
|||
Long-term debt
|
30,599
|
|
|
31,857
|
|
|
32,932
|
|
|||
Total Interest Expense
|
176,917
|
|
|
128,058
|
|
|
93,502
|
|
|||
Net Interest Income
|
648,389
|
|
|
630,456
|
|
|
575,364
|
|
|||
Provision for credit losses
|
32,825
|
|
|
46,907
|
|
|
23,305
|
|
|||
Net Interest Income After Provision for Credit Losses
|
615,564
|
|
|
583,549
|
|
|
552,059
|
|
|||
Non-Interest Income
|
|
|
|
|
|
||||||
Wealth management
|
55,678
|
|
|
52,148
|
|
|
49,249
|
|
|||
Commercial banking
|
71,117
|
|
|
63,929
|
|
|
65,730
|
|
|||
Consumer banking
|
49,503
|
|
|
48,422
|
|
|
48,918
|
|
|||
Mortgage banking
|
23,099
|
|
|
19,026
|
|
|
19,928
|
|
|||
Other
|
12,030
|
|
|
11,963
|
|
|
15,078
|
|
|||
Non-interest income before investment securities gains
|
211,427
|
|
|
195,488
|
|
|
198,903
|
|
|||
Investment securities gains, net
|
4,733
|
|
|
37
|
|
|
9,071
|
|
|||
Total Non-Interest Income
|
216,160
|
|
|
195,525
|
|
|
207,974
|
|
|||
Non-Interest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
311,934
|
|
|
303,202
|
|
|
290,130
|
|
|||
Net occupancy
|
52,826
|
|
|
51,678
|
|
|
49,708
|
|
|||
Data processing and software
|
44,679
|
|
|
41,286
|
|
|
38,735
|
|
|||
Other outside services
|
39,989
|
|
|
33,758
|
|
|
27,501
|
|
|||
Equipment
|
13,575
|
|
|
13,243
|
|
|
12,935
|
|
|||
Professional
|
13,134
|
|
|
14,161
|
|
|
12,688
|
|
|||
Federal Deposit Insurance Corporation ("FDIC")
|
7,780
|
|
|
10,993
|
|
|
11,049
|
|
|||
Amortization of tax credit investments
|
6,021
|
|
|
11,449
|
|
|
11,028
|
|
|||
Prepayment penalty on Federal Home Loan Bank ("FHLB") advances
|
4,326
|
|
|
—
|
|
|
—
|
|
|||
Intangible amortization
|
1,427
|
|
|
—
|
|
|
—
|
|
|||
Other
|
72,045
|
|
|
66,334
|
|
|
71,805
|
|
|||
Total Non-Interest Expense
|
567,736
|
|
|
546,104
|
|
|
525,579
|
|
|||
Income Before Income Taxes
|
263,988
|
|
|
232,970
|
|
|
234,454
|
|
|||
Income taxes
|
37,649
|
|
|
24,577
|
|
|
62,701
|
|
|||
Net Income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
|
|
|
|
|
||||||
Per Share:
|
|
|
|
|
|
||||||
Net Income (Basic)
|
$
|
1.36
|
|
|
$
|
1.19
|
|
|
$
|
0.98
|
|
Net Income (Diluted)
|
1.35
|
|
|
1.18
|
|
|
0.98
|
|
|||
Cash Dividends
|
0.56
|
|
|
0.52
|
|
|
0.47
|
|
|||
|
|
|
|
|
|
||||||
See Notes to Consolidated Financial Statements
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||
(in thousands)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income
|
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
Other Comprehensive (Loss) Income, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available for sale investment securities:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on securities
|
|
56,919
|
|
|
(24,326
|
)
|
|
10,432
|
|
|||
Reclassification adjustment for securities gains included in net income
|
|
(3,686
|
)
|
|
(30
|
)
|
|
(5,894
|
)
|
|||
Amortization of net unrealized losses on securities transferred to held to maturity
|
|
6,285
|
|
|
2,098
|
|
|
—
|
|
|||
Non-credit related unrealized (loss) gain on other-than-temporarily impaired debt securities
|
|
(680
|
)
|
|
222
|
|
|
185
|
|
|||
Net unrealized gains (losses) on available for sale investment securities
|
|
58,838
|
|
|
(22,036
|
)
|
|
4,723
|
|
|||
Defined benefit pension plan and postretirement benefits:
|
|
|
|
|
|
|
||||||
Unrecognized pension and postretirement (cost) income
|
|
(937
|
)
|
|
1,400
|
|
|
(609
|
)
|
|||
Amortization of net unrecognized pension and postretirement income
|
|
1,025
|
|
|
1,648
|
|
|
1,361
|
|
|||
Net unrealized gains on defined benefit pension and postretirement plans
|
|
88
|
|
|
3,048
|
|
|
752
|
|
|||
Other Comprehensive Income (Loss)
|
|
58,926
|
|
|
(18,988
|
)
|
|
5,475
|
|
|||
Total Comprehensive Income
|
|
$
|
285,265
|
|
|
$
|
189,405
|
|
|
$
|
177,228
|
|
|
|
|
|
|
|
|
||||||
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, 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, including related tax benefits
|
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
|
|
Net income
|
|
|
|
|
|
|
226,339
|
|
|
|
|
|
|
226,339
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
58,926
|
|
|
|
|
58,926
|
|
|||||||||||
Stock issued
|
883
|
|
|
1,733
|
|
|
2,565
|
|
|
|
|
|
|
2,064
|
|
|
6,362
|
|
||||||||
Stock-based compensation awards
|
|
|
|
|
7,413
|
|
|
|
|
|
|
|
|
7,413
|
|
|||||||||||
Acquisition of treasury stock
|
(6,849
|
)
|
|
|
|
|
|
|
|
|
|
(111,457
|
)
|
|
(111,457
|
)
|
||||||||||
Common stock cash dividends - $0.56 per share
|
|
|
|
|
|
|
(92,980
|
)
|
|
|
|
|
|
(92,980
|
)
|
|||||||||||
Balance at December 31, 2019
|
164,218
|
|
|
$
|
556,110
|
|
|
$
|
1,499,681
|
|
|
$
|
1,079,391
|
|
|
$
|
(137
|
)
|
|
$
|
(792,869
|
)
|
|
$
|
2,342,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
See Notes to Consolidated Financial Statements
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net Income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
32,825
|
|
|
46,907
|
|
|
23,305
|
|
|||
Depreciation and amortization of premises and equipment
|
28,200
|
|
|
28,156
|
|
|
28,096
|
|
|||
Amortization of tax credit investments
|
32,810
|
|
|
38,606
|
|
|
37,185
|
|
|||
Net amortization of investment security premiums
|
9,387
|
|
|
9,297
|
|
|
10,107
|
|
|||
Deferred income tax (benefit) expense
|
(165
|
)
|
|
(15,749
|
)
|
|
24,896
|
|
|||
Re-measurement of net deferred tax asset
|
—
|
|
|
(809
|
)
|
|
15,635
|
|
|||
Investment securities gains, net
|
(4,733
|
)
|
|
(37
|
)
|
|
(9,071
|
)
|
|||
Gain on sales of mortgage loans held for sale
|
(17,882
|
)
|
|
(13,021
|
)
|
|
(13,036
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
916,725
|
|
|
795,756
|
|
|
644,400
|
|
|||
Originations of mortgage loans held for sale
|
(909,572
|
)
|
|
(778,304
|
)
|
|
(634,197
|
)
|
|||
Intangible amortization
|
1,427
|
|
|
—
|
|
|
—
|
|
|||
Amortization of issuance costs and discounts on long-term debt
|
842
|
|
|
813
|
|
|
845
|
|
|||
Stock-based compensation
|
7,413
|
|
|
7,965
|
|
|
5,209
|
|
|||
Other changes, net
|
(195,903
|
)
|
|
(31,153
|
)
|
|
(17,369
|
)
|
|||
Total adjustments
|
(98,626
|
)
|
|
88,427
|
|
|
116,005
|
|
|||
Net cash provided by operating activities
|
127,713
|
|
|
296,820
|
|
|
287,758
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from sales of available for sale securities
|
710,739
|
|
|
54,638
|
|
|
184,734
|
|
|||
Proceeds from paydowns and maturities of held to maturity securities
|
83,121
|
|
|
35,900
|
|
|
—
|
|
|||
Proceeds from principal repayments and maturities of available for sale securities
|
234,702
|
|
|
290,681
|
|
|
417,673
|
|
|||
Purchases of securities available for sale
|
(1,138,070
|
)
|
|
(558,949
|
)
|
|
(584,921
|
)
|
|||
Purchase of Federal Reserve Bank and Federal Home Loan Bank stock
|
(18,139
|
)
|
|
(18,522
|
)
|
|
(3,272
|
)
|
|||
Net increase in loans and leases
|
(708,048
|
)
|
|
(447,849
|
)
|
|
(1,087,521
|
)
|
|||
Net purchases of premises and equipment
|
(33,717
|
)
|
|
(39,883
|
)
|
|
(33,092
|
)
|
|||
Net cash paid for acquisitions
|
(5,174
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in tax credit investments
|
(18,760
|
)
|
|
(56,733
|
)
|
|
(28,932
|
)
|
|||
Net cash used in investing activities
|
(893,346
|
)
|
|
(740,717
|
)
|
|
(1,135,331
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net increase in demand and savings deposits
|
849,437
|
|
|
435,872
|
|
|
782,525
|
|
|||
Net increase in time deposits
|
168,317
|
|
|
142,755
|
|
|
2,143
|
|
|||
Increase in short-term borrowings
|
128,464
|
|
|
137,253
|
|
|
76,207
|
|
|||
Additions to long-term debt
|
485,000
|
|
|
50,000
|
|
|
223,251
|
|
|||
Repayments of long-term debt
|
(596,056
|
)
|
|
(100,165
|
)
|
|
(115,153
|
)
|
|||
Net proceeds from issuance of common stock
|
6,362
|
|
|
6,735
|
|
|
8,538
|
|
|||
Dividends paid
|
(92,330
|
)
|
|
(89,654
|
)
|
|
(80,368
|
)
|
|||
Acquisition of treasury stock
|
(111,457
|
)
|
|
(95,308
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
837,737
|
|
|
487,488
|
|
|
897,143
|
|
|||
Net Increase in Cash and Cash Equivalents
|
72,104
|
|
|
43,591
|
|
|
49,570
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
445,687
|
|
|
402,096
|
|
|
352,526
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
517,791
|
|
|
$
|
445,687
|
|
|
$
|
402,096
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
178,612
|
|
|
$
|
126,846
|
|
|
$
|
93,817
|
|
Income taxes
|
9,193
|
|
|
13,547
|
|
|
6,537
|
|
|||
Supplemental schedule of certain noncash activities
|
|
|
|
|
|
||||||
Transfer of available for sale securities to held to maturity securities
|
$
|
—
|
|
|
$
|
641,672
|
|
|
$
|
—
|
|
Transfer of held to maturity securities to available for sale securities
|
158,898
|
|
|
—
|
|
|
—
|
|
|||
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 and leases 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 and leases 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 and leases 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.
|
Standard
|
Description
|
Date of Anticipated Adoption
|
Effect on Financial Statements
|
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 HTM 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 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, ASC Update 2018-19, "Codifications Improvements to Topic 326, Financial Instruments - Credit Losses" was issued which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments.
ASC Update 2019-04, 2019-05 and 2019-11 were issued to provide certain clarifications and transition relief to adopting this standards update.
|
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 allowance for credit losses ("ACL") will be based on the Corporation’s historical loss experience, borrower characteristics, forecasts of future economic conditions and other relevant factors.
The Corporation will use models and other loss estimation techniques that are responsive to changes in forecasted economic conditions to interpret borrower and economic factors in order to estimate the ACL. The Corporation will also apply qualitative factors to account for information that may not be reflected in quantitatively derived results, or other relevant factors to ensure the ACL reflects the best estimate of current expected credit losses.
Preliminary expected loss estimates have been determined and the Corporation believes that the total allowance for credit losses will increase between 25% to 35% as a result of the adoption of CECL.
The Corporation is in the process of finalizing the review of the most recent model run, conducting scenario testing, and finalizing certain assumptions including economic forecasts and qualitative adjustments.
The Corporation will be adopting the option to phase in over a three-year period the day-one impact of this standards update on regulatory capital afforded to it in the Final Rule published in the Federal Register on February 14, 2019 by Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation.
|
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 disclosures relating to fair value measurement. The Corporation does not expect the adoption of this update to have a material 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)
|
||||||||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
$
|
638,125
|
|
|
$
|
15,826
|
|
|
$
|
(1,024
|
)
|
|
$
|
652,927
|
|
Corporate debt securities
|
370,401
|
|
|
8,490
|
|
|
(1,534
|
)
|
|
377,357
|
|
||||
Collateralized mortgage obligations
|
682,307
|
|
|
11,726
|
|
|
(315
|
)
|
|
693,718
|
|
||||
Residential mortgage-backed securities
|
177,183
|
|
|
1,078
|
|
|
(949
|
)
|
|
177,312
|
|
||||
Commercial mortgage-backed securities
|
489,603
|
|
|
6,471
|
|
|
(1,777
|
)
|
|
494,297
|
|
||||
Auction rate securities
|
107,410
|
|
|
—
|
|
|
(5,484
|
)
|
|
101,926
|
|
||||
Total
|
$
|
2,465,029
|
|
|
$
|
43,591
|
|
|
$
|
(11,083
|
)
|
|
$
|
2,497,537
|
|
|
|
|
|
|
|
|
|
||||||||
Held to Maturity
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
369,841
|
|
|
$
|
13,864
|
|
|
$
|
—
|
|
|
$
|
383,705
|
|
Total
|
$
|
369,841
|
|
|
$
|
13,864
|
|
|
$
|
—
|
|
|
$
|
383,705
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
|
Amortized
Cost |
|
Estimated
Fair Value |
|
Amortized
Cost |
|
Estimated
Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
||||||||||
Due in one year or less
|
$
|
2,830
|
|
|
$
|
2,830
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due from one year to five years
|
33,027
|
|
|
34,250
|
|
|
—
|
|
|
—
|
|
||||
Due from five years to ten years
|
348,800
|
|
|
355,888
|
|
|
—
|
|
|
—
|
|
||||
Due after ten years
|
731,279
|
|
|
739,242
|
|
|
—
|
|
|
—
|
|
||||
|
1,115,936
|
|
|
1,132,210
|
|
|
—
|
|
|
—
|
|
||||
Residential mortgage-backed securities(1)
|
177,183
|
|
|
177,312
|
|
|
369,841
|
|
|
383,705
|
|
||||
Commercial mortgage-backed securities(1)
|
489,603
|
|
|
494,297
|
|
|
—
|
|
|
—
|
|
||||
Collateralized mortgage obligations (1)
|
682,307
|
|
|
693,718
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,465,029
|
|
|
$
|
2,497,537
|
|
|
$
|
369,841
|
|
|
$
|
383,705
|
|
(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)
|
||||||||||
2019:
|
|
|
|
|
|
||||||
Debt securities
|
$
|
11,554
|
|
|
$
|
(6,821
|
)
|
|
$
|
4,733
|
|
Total
|
$
|
11,554
|
|
|
$
|
(6,821
|
)
|
|
$
|
4,733
|
|
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
|
|
|
Year ended December 31
|
||||||
|
2019
|
|
2018
|
||||
Balance of cumulative credit losses on debt securities, beginning of period
|
$
|
(11,510
|
)
|
|
$
|
(11,510
|
)
|
Reductions for securities sold during the period
|
10,520
|
|
|
—
|
|
||
Balance of cumulative credit losses on debt securities, end of period
|
$
|
(990
|
)
|
|
$
|
(11,510
|
)
|
|
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 |
||||||||||||||
2019
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities
|
44
|
|
|
$
|
136,344
|
|
|
$
|
(1,024
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136,344
|
|
|
$
|
(1,024
|
)
|
Corporate debt securities
|
5
|
|
|
30,719
|
|
|
(346
|
)
|
|
8
|
|
|
18,759
|
|
|
(1,188
|
)
|
|
49,478
|
|
|
(1,534
|
)
|
||||||
Collateralized mortgage obligations
|
5
|
|
|
33,865
|
|
|
(190
|
)
|
|
1
|
|
|
5,330
|
|
|
(125
|
)
|
|
39,195
|
|
|
(315
|
)
|
||||||
Residential mortgage-backed securities
|
5
|
|
|
12,247
|
|
|
(40
|
)
|
|
26
|
|
|
127,373
|
|
|
(909
|
)
|
|
139,620
|
|
|
(949
|
)
|
||||||
Commercial mortgage-backed securities
|
7
|
|
|
121,340
|
|
|
(1,777
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,340
|
|
|
(1,777
|
)
|
||||||
Auction rate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
101,926
|
|
|
(5,484
|
)
|
|
101,926
|
|
|
(5,484
|
)
|
||||||
Total available for sale (1)
|
66
|
|
|
$
|
334,515
|
|
|
$
|
(3,377
|
)
|
|
212
|
|
|
$
|
253,388
|
|
|
$
|
(7,706
|
)
|
|
$
|
587,903
|
|
|
$
|
(11,083
|
)
|
|
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 |
||||||||||||||
2018
|
(dollars 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
|
105
|
|
|
$
|
287,492
|
|
|
$
|
(2,950
|
)
|
|
454
|
|
|
$
|
1,206,454
|
|
|
$
|
(40,774
|
)
|
|
$
|
1,493,946
|
|
|
$
|
(43,724
|
)
|
NOTE 4 – LOANS AND LEASES AND ALLOWANCE FOR CREDIT LOSSES
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Real estate – commercial mortgage
|
$
|
6,700,776
|
|
|
$
|
6,434,285
|
|
Commercial – industrial, financial and agricultural
|
4,446,701
|
|
|
4,404,548
|
|
||
Real estate – residential mortgage
|
2,641,465
|
|
|
2,251,044
|
|
||
Real estate – home equity
|
1,314,944
|
|
|
1,452,137
|
|
||
Real estate – construction
|
971,079
|
|
|
916,599
|
|
||
Consumer
|
463,164
|
|
|
419,186
|
|
||
Equipment lease financing
|
322,625
|
|
|
311,866
|
|
||
Overdrafts
|
3,582
|
|
|
2,774
|
|
||
Loans and leases, gross of unearned income
|
16,864,336
|
|
|
16,192,439
|
|
||
Unearned income
|
(26,810
|
)
|
|
(26,639
|
)
|
||
Loans and leases, net of unearned income
|
$
|
16,837,526
|
|
|
$
|
16,165,800
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Allowance for loan and lease losses
|
$
|
163,622
|
|
|
$
|
160,537
|
|
|
$
|
169,910
|
|
Reserve for unfunded lending commitments
|
2,587
|
|
|
8,873
|
|
|
6,174
|
|
|||
Allowance for credit losses
|
$
|
166,209
|
|
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
$
|
171,325
|
|
Loans and leases charged off
|
(53,189
|
)
|
|
(66,076
|
)
|
|
(33,290
|
)
|
|||
Recoveries of loans and leases previously charged off
|
17,163
|
|
|
12,495
|
|
|
14,744
|
|
|||
Net loans and leases charged off
|
(36,026
|
)
|
|
(53,581
|
)
|
|
(18,546
|
)
|
|||
Provision for credit losses
|
32,825
|
|
|
46,907
|
|
|
23,305
|
|
|||
Balance at end of year
|
$
|
166,209
|
|
|
$
|
169,410
|
|
|
$
|
176,084
|
|
|
Real Estate -
Commercial Mortgage |
|
Commercial -
Industrial, Financial and Agricultural |
|
Real Estate -
Home Equity |
|
Real Estate -
Residential Mortgage |
|
Real Estate -
Construction |
|
Consumer
|
|
Equipment lease financing and other
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Balance at December 31, 2017
|
$
|
58,793
|
|
|
$
|
66,280
|
|
|
$
|
18,127
|
|
|
$
|
16,088
|
|
|
$
|
6,620
|
|
|
$
|
2,045
|
|
|
$
|
1,957
|
|
|
$
|
169,910
|
|
Loans and leases charged off
|
(2,045
|
)
|
|
(52,441
|
)
|
|
(3,087
|
)
|
|
(1,574
|
)
|
|
(1,368
|
)
|
|
(3,040
|
)
|
|
(2,521
|
)
|
|
(66,076
|
)
|
||||||||
Recoveries of loans and leases previously charged off
|
1,622
|
|
|
4,994
|
|
|
1,127
|
|
|
620
|
|
|
1,829
|
|
|
1,266
|
|
|
1,037
|
|
|
12,495
|
|
||||||||
Net loans and leases (charged off) recovered
|
(423
|
)
|
|
(47,447
|
)
|
|
(1,960
|
)
|
|
(954
|
)
|
|
461
|
|
|
(1,774
|
)
|
|
(1,484
|
)
|
|
(53,581
|
)
|
||||||||
Provision for loan and lease 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
|
|
||||||||
Loans and leases charged off
|
(1,837
|
)
|
|
(42,410
|
)
|
|
(1,291
|
)
|
|
(1,545
|
)
|
|
(143
|
)
|
|
(3,403
|
)
|
|
(2,560
|
)
|
|
(53,189
|
)
|
||||||||
Recoveries of loans and leases previously charged off
|
2,202
|
|
|
8,721
|
|
|
688
|
|
|
989
|
|
|
2,591
|
|
|
1,306
|
|
|
666
|
|
|
17,163
|
|
||||||||
Net loans and leases (charged off) recovered
|
365
|
|
|
(33,689
|
)
|
|
(603
|
)
|
|
(556
|
)
|
|
2,448
|
|
|
(2,097
|
)
|
|
(1,894
|
)
|
|
(36,026
|
)
|
||||||||
Provision for loan and lease losses (1)
|
(7,644
|
)
|
|
43,423
|
|
|
(564
|
)
|
|
1,406
|
|
|
(3,066
|
)
|
|
2,642
|
|
|
2,914
|
|
|
39,111
|
|
||||||||
Balance at December 31, 2019
|
$
|
45,610
|
|
|
$
|
68,602
|
|
|
$
|
17,744
|
|
|
$
|
19,771
|
|
|
$
|
4,443
|
|
|
$
|
3,762
|
|
|
$
|
3,690
|
|
|
$
|
163,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan and lease losses at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
39,683
|
|
|
$
|
58,487
|
|
|
$
|
7,938
|
|
|
$
|
10,562
|
|
|
$
|
4,066
|
|
|
$
|
3,756
|
|
|
$
|
3,690
|
|
|
$
|
128,182
|
|
Individually evaluated for impairment
|
5,927
|
|
|
10,115
|
|
|
9,806
|
|
|
9,209
|
|
|
377
|
|
|
6
|
|
|
—
|
|
|
35,440
|
|
||||||||
|
$
|
45,610
|
|
|
$
|
68,602
|
|
|
$
|
17,744
|
|
|
$
|
19,771
|
|
|
$
|
4,443
|
|
|
$
|
3,762
|
|
|
$
|
3,690
|
|
|
$
|
163,622
|
|
Loans and leases, net of unearned income
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
6,654,280
|
|
|
$
|
4,393,402
|
|
|
$
|
1,292,872
|
|
|
$
|
2,603,239
|
|
|
$
|
967,461
|
|
|
$
|
463,156
|
|
|
$
|
282,869
|
|
|
$
|
16,657,279
|
|
Individually evaluated for impairment
|
46,496
|
|
|
53,299
|
|
|
22,072
|
|
|
38,226
|
|
|
3,618
|
|
|
8
|
|
|
16,528
|
|
|
180,247
|
|
||||||||
|
$
|
6,700,776
|
|
|
$
|
4,446,701
|
|
|
$
|
1,314,944
|
|
|
$
|
2,641,465
|
|
|
$
|
971,079
|
|
|
$
|
463,164
|
|
|
$
|
299,397
|
|
|
$
|
16,837,526
|
|
Allowance for loan and lease losses at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
45,634
|
|
|
$
|
46,355
|
|
|
$
|
8,541
|
|
|
$
|
9,527
|
|
|
$
|
4,268
|
|
|
$
|
3,210
|
|
|
$
|
2,670
|
|
|
$
|
120,205
|
|
Individually evaluated for impairment
|
7,255
|
|
|
12,513
|
|
|
10,370
|
|
|
9,394
|
|
|
793
|
|
|
7
|
|
|
—
|
|
|
40,332
|
|
||||||||
|
$
|
52,889
|
|
|
$
|
58,868
|
|
|
$
|
18,911
|
|
|
$
|
18,921
|
|
|
$
|
5,061
|
|
|
$
|
3,217
|
|
|
$
|
2,670
|
|
|
$
|
160,537
|
|
Loans and leases, net of unearned income
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
6,388,212
|
|
|
$
|
4,349,255
|
|
|
$
|
1,428,764
|
|
|
$
|
2,212,274
|
|
|
$
|
909,209
|
|
|
$
|
419,175
|
|
|
$
|
268,733
|
|
|
$
|
15,975,622
|
|
Individually evaluated for impairment
|
46,073
|
|
|
55,293
|
|
|
23,373
|
|
|
38,770
|
|
|
7,390
|
|
|
11
|
|
|
19,268
|
|
|
190,178
|
|
||||||||
|
$
|
6,434,285
|
|
|
$
|
4,404,548
|
|
|
$
|
1,452,137
|
|
|
$
|
2,251,044
|
|
|
$
|
916,599
|
|
|
$
|
419,186
|
|
|
$
|
288,001
|
|
|
$
|
16,165,800
|
|
(1)
|
For the year ended December 31, 2019, the provision for loan and lease losses excluded a $6.3 million decrease in the reserve for unfunded lending commitments. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $32.8 million for the year ended December 31, 2019. 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 was $46.9 million for the year ended December 31, 2018.
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
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
|
$
|
25,005
|
|
|
$
|
22,702
|
|
|
$
|
—
|
|
|
$
|
25,095
|
|
|
$
|
23,481
|
|
|
$
|
—
|
|
Commercial
|
53,533
|
|
|
30,208
|
|
|
—
|
|
|
33,493
|
|
|
26,585
|
|
|
—
|
|
||||||
Real estate - residential mortgage
|
4,494
|
|
|
4,332
|
|
|
—
|
|
|
3,149
|
|
|
3,149
|
|
|
—
|
|
||||||
Real estate - construction
|
6,338
|
|
|
2,487
|
|
|
—
|
|
|
8,980
|
|
|
5,083
|
|
|
—
|
|
||||||
Equipment lease financing
|
19,269
|
|
|
16,528
|
|
|
—
|
|
|
19,269
|
|
|
19,268
|
|
|
—
|
|
||||||
|
108,639
|
|
|
76,257
|
|
|
|
|
89,986
|
|
|
77,566
|
|
|
|
||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
29,581
|
|
|
23,794
|
|
|
5,927
|
|
|
29,005
|
|
|
22,592
|
|
|
7,255
|
|
||||||
Commercial
|
37,992
|
|
|
23,091
|
|
|
10,115
|
|
|
37,706
|
|
|
28,708
|
|
|
12,513
|
|
||||||
Real estate - home equity
|
25,039
|
|
|
22,072
|
|
|
9,806
|
|
|
26,599
|
|
|
23,373
|
|
|
10,370
|
|
||||||
Real estate - residential mortgage
|
38,483
|
|
|
33,894
|
|
|
9,209
|
|
|
39,972
|
|
|
35,621
|
|
|
9,394
|
|
||||||
Real estate - construction
|
3,875
|
|
|
1,131
|
|
|
377
|
|
|
5,984
|
|
|
2,307
|
|
|
793
|
|
||||||
Consumer
|
8
|
|
|
8
|
|
|
6
|
|
|
11
|
|
|
11
|
|
|
7
|
|
||||||
|
134,978
|
|
|
103,990
|
|
|
35,440
|
|
|
139,277
|
|
|
112,612
|
|
|
40,332
|
|
||||||
Total
|
$
|
243,617
|
|
|
$
|
180,247
|
|
|
$
|
35,440
|
|
|
$
|
229,263
|
|
|
$
|
190,178
|
|
|
$
|
40,332
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
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
|
$
|
26,163
|
|
|
$
|
368
|
|
|
$
|
25,258
|
|
|
$
|
368
|
|
|
$
|
22,793
|
|
|
$
|
281
|
|
Commercial
|
25,777
|
|
|
122
|
|
|
33,395
|
|
|
259
|
|
|
31,357
|
|
|
182
|
|
||||||
Real estate - residential mortgage
|
3,875
|
|
|
94
|
|
|
3,727
|
|
|
91
|
|
|
4,631
|
|
|
107
|
|
||||||
Real estate - construction
|
3,559
|
|
|
—
|
|
|
6,943
|
|
|
—
|
|
|
7,255
|
|
|
12
|
|
||||||
Equipment lease financing
|
17,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
77,188
|
|
|
584
|
|
|
69,323
|
|
|
718
|
|
|
66,036
|
|
|
582
|
|
||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate - commercial mortgage
|
25,428
|
|
|
351
|
|
|
24,300
|
|
|
345
|
|
|
27,193
|
|
|
338
|
|
||||||
Commercial
|
25,717
|
|
|
126
|
|
|
24,888
|
|
|
185
|
|
|
24,112
|
|
|
137
|
|
||||||
Real estate - home equity
|
23,004
|
|
|
845
|
|
|
24,426
|
|
|
794
|
|
|
21,704
|
|
|
534
|
|
||||||
Real estate - residential mortgage
|
34,407
|
|
|
829
|
|
|
36,387
|
|
|
896
|
|
|
39,093
|
|
|
903
|
|
||||||
Real estate - construction
|
1,573
|
|
|
—
|
|
|
2,683
|
|
|
—
|
|
|
6,160
|
|
|
11
|
|
||||||
Consumer
|
9
|
|
|
—
|
|
|
16
|
|
|
1
|
|
|
33
|
|
|
2
|
|
||||||
Equipment lease financing
|
83
|
|
|
—
|
|
|
3,854
|
|
|
—
|
|
|
285
|
|
|
—
|
|
||||||
|
110,221
|
|
|
2,151
|
|
|
116,554
|
|
|
2,221
|
|
|
118,580
|
|
|
1,925
|
|
||||||
Total
|
$
|
187,409
|
|
|
$
|
2,735
|
|
|
$
|
185,877
|
|
|
$
|
2,939
|
|
|
$
|
184,616
|
|
|
$
|
2,507
|
|
(1)
|
All impaired loans and leases, excluding accruing TDRs, were non-accrual loans and leases. Interest income recognized for the years ended December 31, 2019, 2018 and 2017 represents amounts earned on accruing TDRs.
|
|
Pass
|
|
Special Mention
|
|
Substandard or Lower
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - commercial mortgage
|
$
|
6,429,407
|
|
|
$
|
6,129,463
|
|
|
$
|
137,163
|
|
|
$
|
170,827
|
|
|
$
|
134,206
|
|
|
$
|
133,995
|
|
|
$
|
6,700,776
|
|
|
$
|
6,434,285
|
|
Commercial - secured
|
3,830,847
|
|
|
3,902,484
|
|
|
171,442
|
|
|
193,470
|
|
|
195,884
|
|
|
129,026
|
|
|
4,198,173
|
|
|
4,224,980
|
|
||||||||
Commercial -unsecured
|
234,987
|
|
|
171,589
|
|
|
9,665
|
|
|
4,016
|
|
|
3,876
|
|
|
3,963
|
|
|
248,528
|
|
|
179,568
|
|
||||||||
Total commercial - industrial, financial and agricultural
|
4,065,834
|
|
|
4,074,073
|
|
|
181,107
|
|
|
197,486
|
|
|
199,760
|
|
|
132,989
|
|
|
4,446,701
|
|
|
4,404,548
|
|
||||||||
Construction - commercial residential
|
100,808
|
|
|
104,079
|
|
|
2,897
|
|
|
6,912
|
|
|
3,461
|
|
|
6,881
|
|
|
107,166
|
|
|
117,872
|
|
||||||||
Construction - commercial
|
765,562
|
|
|
723,030
|
|
|
1,322
|
|
|
1,163
|
|
|
2,676
|
|
|
2,533
|
|
|
769,560
|
|
|
726,726
|
|
||||||||
Total construction (excluding construction - other)
|
866,370
|
|
|
827,109
|
|
|
4,219
|
|
|
8,075
|
|
|
6,137
|
|
|
9,414
|
|
|
876,726
|
|
|
844,598
|
|
||||||||
Total
|
$
|
11,361,611
|
|
|
$
|
11,030,645
|
|
|
$
|
322,489
|
|
|
$
|
376,388
|
|
|
$
|
340,103
|
|
|
$
|
276,398
|
|
|
$
|
12,024,203
|
|
|
$
|
11,683,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
94.5
|
%
|
|
94.4
|
%
|
|
2.7
|
%
|
|
3.2
|
%
|
|
2.8
|
%
|
|
2.4
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Performing
|
|
Delinquent (1)
|
|
Non-performing (2)
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Real estate - home equity
|
$
|
1,292,035
|
|
|
$
|
1,431,666
|
|
|
$
|
12,341
|
|
|
$
|
10,702
|
|
|
$
|
10,568
|
|
|
$
|
9,769
|
|
|
$
|
1,314,944
|
|
|
$
|
1,452,137
|
|
Real estate - residential mortgage
|
2,584,763
|
|
|
2,202,955
|
|
|
34,291
|
|
|
28,988
|
|
|
22,411
|
|
|
19,101
|
|
|
2,641,465
|
|
|
2,251,044
|
|
||||||||
Real estate - construction - other
|
92,649
|
|
|
71,511
|
|
|
895
|
|
|
—
|
|
|
809
|
|
|
490
|
|
|
94,353
|
|
|
72,001
|
|
||||||||
Consumer - direct
|
63,582
|
|
|
55,629
|
|
|
465
|
|
|
338
|
|
|
190
|
|
|
66
|
|
|
64,237
|
|
|
56,033
|
|
||||||||
Consumer - indirect
|
393,974
|
|
|
359,405
|
|
|
4,685
|
|
|
3,405
|
|
|
268
|
|
|
343
|
|
|
398,927
|
|
|
363,153
|
|
||||||||
Total consumer
|
457,556
|
|
|
415,034
|
|
|
5,150
|
|
|
3,743
|
|
|
458
|
|
|
409
|
|
|
463,164
|
|
|
419,186
|
|
||||||||
Equipment lease financing
|
278,743
|
|
|
267,112
|
|
|
4,012
|
|
|
1,302
|
|
|
16,642
|
|
|
19,587
|
|
|
299,397
|
|
|
288,001
|
|
||||||||
Total
|
$
|
4,705,746
|
|
|
$
|
4,388,278
|
|
|
$
|
56,689
|
|
|
$
|
44,735
|
|
|
$
|
50,888
|
|
|
$
|
49,356
|
|
|
$
|
4,813,323
|
|
|
$
|
4,482,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
% of Total
|
97.8
|
%
|
|
97.9
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Non-accrual loans and leases
|
$
|
125,098
|
|
|
$
|
128,572
|
|
Loans and leases 90 days or more past due and still accruing
|
16,057
|
|
|
11,106
|
|
||
Total non-performing loans and leases
|
141,155
|
|
|
139,678
|
|
||
OREO
|
6,831
|
|
|
10,518
|
|
||
Total non-performing assets
|
$
|
147,986
|
|
|
$
|
150,196
|
|
|
2019
|
||||||||||||||||||||||
|
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
|
$
|
10,912
|
|
|
$
|
1,543
|
|
|
$
|
4,113
|
|
|
$
|
33,166
|
|
|
$
|
6,651,042
|
|
|
$
|
6,700,776
|
|
Commercial - secured
|
2,062
|
|
|
2,296
|
|
|
986
|
|
|
47,506
|
|
|
4,145,323
|
|
|
4,198,173
|
|
||||||
Commercial - unsecured
|
240
|
|
|
334
|
|
|
399
|
|
|
600
|
|
|
246,955
|
|
|
248,528
|
|
||||||
Total Commercial - industrial, financial and agricultural
|
2,302
|
|
|
2,630
|
|
|
1,385
|
|
|
48,106
|
|
|
4,392,278
|
|
|
4,446,701
|
|
||||||
Real estate - home equity
|
9,635
|
|
|
2,706
|
|
|
3,564
|
|
|
7,004
|
|
|
1,292,035
|
|
|
1,314,944
|
|
||||||
Real estate - residential mortgage
|
26,982
|
|
|
7,309
|
|
|
5,735
|
|
|
16,676
|
|
|
2,584,763
|
|
|
2,641,465
|
|
||||||
Construction - commercial
|
—
|
|
|
900
|
|
|
—
|
|
|
19
|
|
|
768,641
|
|
|
769,560
|
|
||||||
Construction - commercial residential
|
820
|
|
|
—
|
|
|
64
|
|
|
3,414
|
|
|
102,868
|
|
|
107,166
|
|
||||||
Construction - other
|
895
|
|
|
—
|
|
|
624
|
|
|
185
|
|
|
92,649
|
|
|
94,353
|
|
||||||
Total Real estate - construction
|
1,715
|
|
|
900
|
|
|
688
|
|
|
3,618
|
|
|
964,158
|
|
|
971,079
|
|
||||||
Consumer - direct
|
278
|
|
|
187
|
|
|
190
|
|
|
—
|
|
|
63,582
|
|
|
64,237
|
|
||||||
Consumer - indirect
|
3,950
|
|
|
735
|
|
|
268
|
|
|
—
|
|
|
393,974
|
|
|
398,927
|
|
||||||
Total Consumer
|
4,228
|
|
|
922
|
|
|
458
|
|
|
—
|
|
|
457,556
|
|
|
463,164
|
|
||||||
Equipment lease financing
|
552
|
|
|
3,460
|
|
|
114
|
|
|
16,528
|
|
|
278,743
|
|
|
299,397
|
|
||||||
Total
|
$
|
56,326
|
|
|
$
|
19,470
|
|
|
$
|
16,057
|
|
|
$
|
125,098
|
|
|
$
|
16,620,575
|
|
|
$
|
16,837,526
|
|
|
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
|
|
||||||
Equipment lease financing
|
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
|
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Real-estate - residential mortgage
|
$
|
21,551
|
|
|
$
|
24,102
|
|
Real estate - home equity
|
15,068
|
|
|
16,665
|
|
||
Real-estate - commercial mortgage
|
13,330
|
|
|
15,685
|
|
||
Commercial
|
5,193
|
|
|
5,143
|
|
||
Consumer
|
8
|
|
|
10
|
|
||
Total accruing TDRs
|
55,150
|
|
|
61,605
|
|
||
Non-accrual TDRs (1)
|
20,825
|
|
|
28,659
|
|
||
Total TDRs
|
$
|
75,975
|
|
|
$
|
90,264
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||
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
|
16
|
|
|
$
|
5,378
|
|
|
8
|
|
|
$
|
4,226
|
|
|
24
|
|
|
$
|
15,548
|
|
|
Real estate - commercial mortgage
|
2
|
|
|
263
|
|
|
6
|
|
|
8,261
|
|
|
10
|
|
|
2,911
|
|
|||
|
Real estate - home equity
|
59
|
|
|
2,706
|
|
|
96
|
|
|
5,087
|
|
|
97
|
|
|
7,656
|
|
|||
|
Real estate - residential mortgage
|
6
|
|
|
2,252
|
|
|
7
|
|
|
801
|
|
|
10
|
|
|
1,904
|
|
|||
|
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,615
|
|
|||
Total
|
83
|
|
|
$
|
10,599
|
|
|
117
|
|
|
$
|
18,375
|
|
|
143
|
|
|
$
|
29,634
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Real estate -construction
|
—
|
|
|
—
|
|
|
2
|
|
|
448
|
|
|
4
|
|
|
2,152
|
|
|||
Real estate - residential mortgage
|
2
|
|
|
521
|
|
|
5
|
|
|
717
|
|
|
5
|
|
|
577
|
|
|||
Commercial
|
5
|
|
|
442
|
|
|
1
|
|
|
2,163
|
|
|
6
|
|
|
1,571
|
|
|||
Real estate - home equity
|
18
|
|
|
1,003
|
|
|
30
|
|
|
1,635
|
|
|
25
|
|
|
1,575
|
|
|||
Total
|
25
|
|
|
$
|
1,966
|
|
|
38
|
|
|
$
|
4,963
|
|
|
40
|
|
|
$
|
5,875
|
|
NOTE 5 – PREMISES AND EQUIPMENT
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
38,836
|
|
|
$
|
35,160
|
|
Buildings and improvements
|
350,609
|
|
|
325,831
|
|
||
Furniture and equipment
|
158,064
|
|
|
150,566
|
|
||
Construction in progress
|
9,594
|
|
|
24,993
|
|
||
|
557,103
|
|
|
536,550
|
|
||
Less: Accumulated depreciation and amortization
|
(317,057
|
)
|
|
(302,021
|
)
|
||
Total
|
$
|
240,046
|
|
|
$
|
234,529
|
|
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
|
NOTE 7 – MORTGAGE SERVICING RIGHTS
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Amortized cost:
|
|
|
|
||||
Balance at beginning of year
|
$
|
38,573
|
|
|
$
|
37,663
|
|
Originations of MSRs
|
7,546
|
|
|
6,756
|
|
||
Amortization
|
(6,852
|
)
|
|
(5,846
|
)
|
||
Balance at end of year
|
$
|
39,267
|
|
|
$
|
38,573
|
|
|
|
|
|
Year
|
|
||
2020
|
$
|
6,591
|
|
2021
|
6,144
|
|
|
2022
|
5,648
|
|
|
2023
|
5,101
|
|
|
2024
|
4,499
|
|
NOTE 8 – DEPOSITS
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Noninterest-bearing demand
|
$
|
4,453,324
|
|
|
$
|
4,310,105
|
|
Interest-bearing demand
|
4,720,188
|
|
|
4,240,974
|
|
||
Savings and money market accounts
|
5,153,941
|
|
|
4,926,937
|
|
||
Total demand and savings
|
14,327,453
|
|
|
13,478,016
|
|
||
Brokered deposits
|
264,531
|
|
|
176,239
|
|
||
Time deposits
|
2,801,929
|
|
|
2,721,904
|
|
||
Total Deposits
|
$
|
17,393,913
|
|
|
$
|
16,376,159
|
|
Year
|
|
||
2020
|
$
|
1,636,357
|
|
2021
|
529,378
|
|
|
2022
|
436,909
|
|
|
2023
|
109,044
|
|
|
2024
|
43,141
|
|
|
Thereafter
|
47,100
|
|
|
|
$
|
2,801,929
|
|
NOTE 9 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT
|
|
December 31,
|
|
Maximum Outstanding
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Federal funds purchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220,000
|
|
|
$
|
274,998
|
|
|
$
|
525,000
|
|
|
$
|
387,110
|
|
Short-term FHLB advances (1)
|
500,000
|
|
|
385,000
|
|
|
—
|
|
|
825,000
|
|
|
385,000
|
|
|
250,000
|
|
||||||
Customer repurchase agreements
|
56,707
|
|
|
43,500
|
|
|
172,017
|
|
|
64,745
|
|
|
181,989
|
|
|
233,274
|
|
||||||
Customer short-term promissory notes
|
326,534
|
|
|
326,277
|
|
|
225,507
|
|
|
339,461
|
|
|
365,689
|
|
|
237,298
|
|
||||||
Total Short-term borrowings
|
$
|
883,241
|
|
|
$
|
754,777
|
|
|
$
|
617,524
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(dollars in thousands)
|
||||||||||
Amount outstanding as of December 31
|
$
|
56,707
|
|
|
$
|
43,500
|
|
|
$
|
172,017
|
|
Weighted average interest rate as of December 31
|
0.69
|
%
|
|
0.25
|
%
|
|
0.13
|
%
|
|||
Average amount outstanding during the year
|
$
|
58,383
|
|
|
$
|
138,198
|
|
|
$
|
188,974
|
|
Weighted average interest rate during the year
|
0.67
|
%
|
|
0.21
|
%
|
|
0.12
|
%
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
FHLB advances
|
$
|
491,024
|
|
|
$
|
601,978
|
|
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
|
(751
|
)
|
|
(1,195
|
)
|
||
|
$
|
881,769
|
|
|
$
|
992,279
|
|
Year
|
|
||
2020
|
$
|
—
|
|
2021
|
48,441
|
|
|
2022
|
210,195
|
|
|
2023
|
214,536
|
|
|
2024
|
389,694
|
|
|
Thereafter
|
18,903
|
|
|
|
$
|
881,769
|
|
Debentures Issued to
|
Fixed/
Variable |
|
Interest
Rate |
|
Amount
|
|
Maturity
|
|
Callable
|
|
Call Price
|
|||
Columbia Bancorp Statutory Trust
|
Variable
|
|
4.59
|
%
|
|
$
|
6,186
|
|
|
06/30/34
|
|
03/31/20
|
|
100.0
|
Columbia Bancorp Statutory Trust II
|
Variable
|
|
3.78
|
%
|
|
4,124
|
|
|
03/15/35
|
|
03/15/20
|
|
100.0
|
|
Columbia Bancorp Statutory Trust III
|
Variable
|
|
3.66
|
%
|
|
6,186
|
|
|
06/15/35
|
|
03/15/20
|
|
100.0
|
|
|
|
|
|
|
$
|
16,496
|
|
|
|
|
|
|
|
NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS
|
|
2019
|
|
2018
|
||||||||||||
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
|
Notional
Amount |
|
Asset
(Liability) Fair Value |
||||||||
|
(in thousands)
|
||||||||||||||
Interest Rate Locks with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
$
|
132,260
|
|
|
$
|
1,123
|
|
|
$
|
101,700
|
|
|
$
|
1,148
|
|
Negative fair values
|
9,783
|
|
|
(53
|
)
|
|
1,646
|
|
|
(12
|
)
|
||||
Forward Commitments
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
75,000
|
|
|
63
|
|
|
1,540
|
|
|
3
|
|
||||
Negative fair values
|
180,000
|
|
|
(371
|
)
|
|
83,562
|
|
|
(1,066
|
)
|
||||
Interest Rate Swaps with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
2,903,489
|
|
|
143,484
|
|
|
1,185,144
|
|
|
33,258
|
|
||||
Negative fair values
|
376,705
|
|
|
(695
|
)
|
|
1,386,046
|
|
|
(30,769
|
)
|
||||
Interest Rate Swaps with Dealer Counterparties
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
376,705
|
|
|
695
|
|
|
1,386,046
|
|
|
28,143
|
|
||||
Negative fair values
|
2,903,489
|
|
|
(75,327
|
)
|
|
1,185,144
|
|
|
(16,338
|
)
|
||||
Foreign Exchange Contracts with Customers
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
3,373
|
|
|
38
|
|
|
5,881
|
|
|
105
|
|
||||
Negative fair values
|
7,283
|
|
|
(154
|
)
|
|
9,690
|
|
|
(251
|
)
|
||||
Foreign Exchange Contracts with Correspondent Banks
|
|
|
|
|
|
|
|
||||||||
Positive fair values
|
9,028
|
|
|
192
|
|
|
9,220
|
|
|
287
|
|
||||
Negative fair values
|
4,976
|
|
|
(45
|
)
|
|
6,831
|
|
|
(130
|
)
|
|
Statement of Income Classification
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(in thousands)
|
||||||||||
Mortgage banking derivatives (1)
|
Mortgage banking
|
|
$
|
689
|
|
|
$
|
(748
|
)
|
|
$
|
(1,926
|
)
|
Interest rate swaps
|
Other expense
|
|
122
|
|
|
1
|
|
|
(89
|
)
|
|||
Foreign exchange contracts
|
Other income
|
|
20
|
|
|
(75
|
)
|
|
9
|
|
|||
Net fair value gains on derivative financial instruments
|
|
|
$
|
831
|
|
|
$
|
(822
|
)
|
|
$
|
(2,006
|
)
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Amortized cost (1)
|
$
|
37,396
|
|
|
$
|
26,407
|
|
Fair value
|
37,828
|
|
|
27,099
|
|
|
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)
|
||||||||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative assets
|
$
|
144,179
|
|
|
$
|
(757
|
)
|
|
$
|
—
|
|
|
$
|
143,422
|
|
Foreign exchange derivative assets with correspondent banks
|
192
|
|
|
(45
|
)
|
|
—
|
|
|
147
|
|
||||
Total
|
$
|
144,371
|
|
|
$
|
(802
|
)
|
|
$
|
—
|
|
|
$
|
143,569
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative liabilities
|
$
|
76,022
|
|
|
$
|
(757
|
)
|
|
$
|
(75,265
|
)
|
|
$
|
—
|
|
Foreign exchange derivative liabilities with correspondent banks
|
45
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
76,067
|
|
|
$
|
(802
|
)
|
|
$
|
(75,265
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(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 (pledged 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 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.
|
|
2019
|
|||||||||||||||||||
|
Actual
|
|
For Capital
Adequacy Purposes |
|
Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Total Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
2,179,197
|
|
|
11.8
|
%
|
|
$
|
1,481,425
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A.
|
2,224,505
|
|
|
12.1
|
|
|
1,473,880
|
|
|
8.0
|
|
|
$
|
1,842,350
|
|
|
10.0
|
%
|
||
Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,796,987
|
|
|
9.7
|
%
|
|
$
|
1,111,068
|
|
|
6.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
2,058,295
|
|
|
11.2
|
|
|
1,105,410
|
|
|
6.0
|
|
|
$
|
1,473,880
|
|
|
8.0
|
%
|
||
Common Equity Tier I Capital (to Risk-Weighted Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,796,987
|
|
|
9.7
|
%
|
|
$
|
833,301
|
|
|
4.5
|
%
|
|
N/A
|
|
|
N/A
|
||
Fulton Bank, N.A
|
2,014,295
|
|
|
10.9
|
|
|
829,057
|
|
|
4.5
|
|
|
$
|
1,197,527
|
|
|
6.5
|
%
|
||
Tier I Leverage Capital (to Average Assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
$
|
1,796,987
|
|
|
8.4
|
%
|
|
$
|
850,727
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Fulton Bank, N.A
|
2,058,295
|
|
|
9.8
|
|
|
844,341
|
|
|
4.0
|
|
|
$
|
1,055,426
|
|
|
5.0
|
%
|
|
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
|
|
NOTE 12 – INCOME TAXES
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
32,610
|
|
|
$
|
35,783
|
|
|
$
|
19,553
|
|
State
|
5,204
|
|
|
5,352
|
|
|
2,617
|
|
|||
|
37,814
|
|
|
41,135
|
|
|
22,170
|
|
|||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(1,271
|
)
|
|
(16,841
|
)
|
|
39,885
|
|
|||
State
|
1,106
|
|
|
283
|
|
|
646
|
|
|||
|
(165
|
)
|
|
(16,558
|
)
|
|
40,531
|
|
|||
Total income tax expense
|
$
|
37,649
|
|
|
$
|
24,577
|
|
|
$
|
62,701
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Tax credit investments
|
(4.6
|
)
|
|
(6.1
|
)
|
|
(7.8
|
)
|
Tax-exempt income
|
(3.9
|
)
|
|
(4.1
|
)
|
|
(6.6
|
)
|
Bank owned life insurance
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
State income taxes, net of federal benefit
|
0.2
|
|
|
2.0
|
|
|
(0.5
|
)
|
Change in valuation allowance
|
1.8
|
|
|
(0.1
|
)
|
|
1.2
|
|
Re-measurement of net deferred tax asset due to the Tax Act
|
—
|
|
|
(0.3
|
)
|
|
6.7
|
|
Executive compensation
|
—
|
|
|
0.1
|
|
|
0.1
|
|
Other, net
|
0.2
|
|
|
(1.6
|
)
|
|
(1.0
|
)
|
Effective income tax rate
|
14.3
|
%
|
|
10.5
|
%
|
|
26.7
|
%
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax credit carryforwards
|
$
|
43,133
|
|
|
$
|
27,615
|
|
Allowance for credit losses
|
37,081
|
|
|
37,906
|
|
||
State loss carryforwards
|
16,324
|
|
|
11,605
|
|
||
Other accrued expenses
|
8,797
|
|
|
7,232
|
|
||
Deferred compensation
|
7,752
|
|
|
7,064
|
|
||
Tax credit investments
|
6,799
|
|
|
4,529
|
|
||
Stock-based compensation
|
2,930
|
|
|
2,743
|
|
||
Postretirement and defined benefit plans
|
599
|
|
|
5,079
|
|
||
OTTI
|
462
|
|
|
1,803
|
|
||
Unrealized holding losses on securities
|
—
|
|
|
12,489
|
|
||
Other
|
3,784
|
|
|
3,855
|
|
||
Total gross deferred tax assets
|
127,661
|
|
|
121,920
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Equipment lease financing
|
42,273
|
|
|
31,466
|
|
||
MSRs
|
8,686
|
|
|
8,560
|
|
||
Premises and equipment
|
6,282
|
|
|
3,579
|
|
||
Acquisition premiums/discounts
|
5,266
|
|
|
5,294
|
|
||
Unrealized holding gains on securities available for sale
|
4,223
|
|
|
—
|
|
||
Intangible assets
|
1,136
|
|
|
1,292
|
|
||
Other
|
12,387
|
|
|
12,178
|
|
||
Total gross deferred tax liabilities
|
80,253
|
|
|
62,369
|
|
||
Net deferred tax asset, before valuation allowance
|
47,408
|
|
|
59,551
|
|
||
Valuation allowance
|
(16,324
|
)
|
|
(11,605
|
)
|
||
Net deferred tax asset
|
$
|
31,084
|
|
|
$
|
47,946
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
2,726
|
|
|
$
|
2,550
|
|
|
$
|
2,438
|
|
Current period tax positions
|
292
|
|
|
593
|
|
|
523
|
|
|||
Lapse of statute of limitations
|
(501
|
)
|
|
(417
|
)
|
|
(411
|
)
|
|||
Balance at end of year
|
$
|
2,517
|
|
|
$
|
2,726
|
|
|
$
|
2,550
|
|
|
|
|
2019
|
|
2018
|
||||
Included in other assets:
|
|
(in thousands)
|
|||||||
Affordable housing tax credit investments, net
|
|
$
|
153,351
|
|
|
$
|
170,401
|
|
|
Other tax credit investments, net
|
|
64,354
|
|
|
72,584
|
|
|||
|
Total TCIs, net
|
|
$
|
217,705
|
|
|
$
|
242,985
|
|
Included in other liabilities:
|
|
|
|
|
|||||
Unfunded affordable housing tax credit commitments
|
|
$
|
16,684
|
|
|
$
|
23,196
|
|
|
Other tax credit liabilities
|
|
55,105
|
|
|
59,823
|
|
|||
|
Total unfunded tax credit commitments and liabilities
|
|
$
|
71,789
|
|
|
$
|
83,019
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(in thousands)
|
||||||||||
Components of income taxes:
|
|
|
|
|
|
|
|||||||
Affordable housing tax credits and other tax benefits
|
|
$
|
(30,642
|
)
|
|
$
|
(30,721
|
)
|
|
$
|
(25,642
|
)
|
|
Other tax credit investment credits and tax benefits
|
|
(4,542
|
)
|
|
(6,385
|
)
|
|
(15,791
|
)
|
||||
Amortization of affordable housing investments, net of tax benefit
|
|
22,184
|
|
|
21,569
|
|
|
16,958
|
|
||||
Deferred tax expense
|
|
954
|
|
|
1,341
|
|
|
6,201
|
|
||||
|
Total reduction in income tax expense
|
|
$
|
(12,046
|
)
|
|
$
|
(14,196
|
)
|
|
$
|
(18,274
|
)
|
Amortization of TCIs:
|
|
|
|
|
|
|
|||||||
Affordable housing tax credits investment
|
|
$
|
3,344
|
|
|
$
|
3,355
|
|
|
$
|
—
|
|
|
Other tax credit investment amortization
|
|
2,677
|
|
|
8,094
|
|
|
11,028
|
|
||||
|
Total amortization of TCIs
|
|
$
|
6,021
|
|
|
$
|
11,449
|
|
|
$
|
11,028
|
|
|
|
|
|
|
|
|
|
NOTE 13 – NET INCOME PER SHARE
|
NOTE 14 – SHAREHOLDERS’ EQUITY
|
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net of Tax Amount
|
||||||
|
(in thousands)
|
||||||||||
2019:
|
|
|
|
|
|
||||||
Unrealized gain on AFS securities
|
$
|
73,085
|
|
|
$
|
(16,166
|
)
|
|
$
|
56,919
|
|
Reclassification adjustment for available for sale securities gains included in net income (1)
|
(4,733
|
)
|
|
1,047
|
|
|
(3,686
|
)
|
|||
Amortization of net unrealized losses on available for sale securities transferred to HTM (2) (3)
|
8,070
|
|
|
(1,785
|
)
|
|
6,285
|
|
|||
Non-credit related unrealized loss on other-than-temporarily impaired debt securities
|
(873
|
)
|
|
193
|
|
|
(680
|
)
|
|||
Unrecognized pension and postretirement cost
|
(1,203
|
)
|
|
266
|
|
|
(937
|
)
|
|||
Amortization of net unrecognized pension and postretirement income (4)
|
1,316
|
|
|
(291
|
)
|
|
1,025
|
|
|||
Total Other Comprehensive Income
|
$
|
75,662
|
|
|
$
|
(16,736
|
)
|
|
$
|
58,926
|
|
2018:
|
|
|
|
|
|
||||||
Unrealized loss on AFS 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 HTM (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 (4)
|
2,116
|
|
|
(468
|
)
|
|
1,648
|
|
|||
Total Other Comprehensive Loss
|
$
|
(24,379
|
)
|
|
$
|
5,391
|
|
|
$
|
(18,988
|
)
|
2017:
|
|
|
|
|
|
||||||
Unrealized gain on AFS 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 (4)
|
2,092
|
|
|
(731
|
)
|
|
1,361
|
|
|||
Total Other Comprehensive Income
|
$
|
8,420
|
|
|
$
|
(2,945
|
)
|
|
$
|
5,475
|
|
(1)
|
Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See "Note 3 - Investment Securities," for additional details.
|
(2)
|
Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included as a reduction to "Interest Income" on the consolidated statements of income. See "Note 3, - Investment Securities," for additional details.
|
(3)
|
Before-Tax amount includes a $3.7 million reclassification of unrealized loss related to the early adoption of ASU 2019-04, as disclosed in "Note 1 - Summary of Significant Accounting Policies" from "Amortization of net unrealized losses on available for sale securities transferred to HTM" to "Unrealized gain on securities."
|
(4)
|
Amounts reclassified out of accumulated other comprehensive income (loss). Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.
|
|
Unrealized Gain (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
|
|
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
|
|
Unrecognized Pension and Postretirement Plan Income (Cost)
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance as of December 31, 2016
|
$
|
(23,047
|
)
|
|
$
|
273
|
|
|
$
|
(15,675
|
)
|
|
$
|
(38,449
|
)
|
Other comprehensive income before reclassifications
|
10,432
|
|
|
185
|
|
|
(609
|
)
|
|
10,008
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(5,894
|
)
|
|
—
|
|
|
1,361
|
|
|
(4,533
|
)
|
||||
Balance as of December 31, 2017
|
(18,509
|
)
|
|
458
|
|
|
(14,923
|
)
|
|
(32,974
|
)
|
||||
Other comprehensive loss before reclassifications
|
(24,326
|
)
|
|
222
|
|
|
1,400
|
|
|
(22,704
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(30
|
)
|
|
—
|
|
|
1,648
|
|
|
1,618
|
|
||||
Amortization of net unrealized losses on AFS transferred to HTM
|
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
|
)
|
||||
Other comprehensive gain before reclassifications
|
56,919
|
|
|
(680
|
)
|
|
(937
|
)
|
|
55,302
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(3,686
|
)
|
|
—
|
|
|
1,025
|
|
|
(2,661
|
)
|
||||
Amortization of net unrealized losses on AFS securities transferred to HTM
|
6,285
|
|
|
—
|
|
|
—
|
|
|
6,285
|
|
||||
Balance as of December 31, 2019
|
$
|
14,864
|
|
|
$
|
—
|
|
|
$
|
(15,001
|
)
|
|
$
|
(137
|
)
|
NOTE 15 – STOCK-BASED COMPENSATION PLANS
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
7,413
|
|
|
$
|
7,965
|
|
|
$
|
5,209
|
|
Tax benefit
|
(1,610
|
)
|
|
(2,625
|
)
|
|
(3,994
|
)
|
|||
Total stock-based compensation, net of tax
|
$
|
5,803
|
|
|
$
|
5,340
|
|
|
$
|
1,215
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Compensation expense
|
$
|
6,621
|
|
|
$
|
7,124
|
|
|
$
|
4,922
|
|
Tax benefit
|
(1,509
|
)
|
|
(1,585
|
)
|
|
(1,559
|
)
|
|||
Stock-based compensation, net of tax
|
$
|
5,112
|
|
|
$
|
5,539
|
|
|
$
|
3,363
|
|
|
Stock
Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding and exercisable as of December 31, 2018
|
658,768
|
|
|
$
|
10.75
|
|
|
|
|
|
||
Exercised
|
(150,296
|
)
|
|
9.73
|
|
|
|
|
|
|||
Forfeited
|
(4,128
|
)
|
|
11.31
|
|
|
|
|
|
|||
Expired
|
(4,084
|
)
|
|
5.27
|
|
|
|
|
|
|||
Outstanding and exercisable as of December 31, 2019
|
500,260
|
|
|
$
|
11.12
|
|
|
3.1 years
|
|
$
|
3.2
|
|
|
|
Restricted Stock/RSUs/PSUs(1)
|
|||||
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Nonvested as of December 31, 2018
|
|
1,368,493
|
|
|
$
|
15.49
|
|
Granted
|
|
454,951
|
|
|
15.51
|
|
|
Vested
|
|
(407,872
|
)
|
|
12.38
|
|
|
Forfeited
|
|
(43,236
|
)
|
|
16.61
|
|
|
Nonvested as of December 31, 2019
|
|
1,372,336
|
|
|
$
|
16.39
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(dollars in thousands)
|
||||||||||
Number of options exercised
|
150,296
|
|
|
214,845
|
|
|
411,292
|
|
|||
Total intrinsic value of options exercised
|
$
|
1,028
|
|
|
$
|
1,616
|
|
|
$
|
2,955
|
|
Cash received from options exercised
|
$
|
1,446
|
|
|
$
|
2,210
|
|
|
$
|
4,644
|
|
Tax benefit from options exercised
|
$
|
188
|
|
|
$
|
291
|
|
|
$
|
989
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Risk-free interest rate
|
2.27
|
%
|
|
2.63
|
%
|
|
1.43
|
%
|
Volatility of Corporation’s stock
|
23.00
|
%
|
|
23.50
|
%
|
|
22.45
|
%
|
Expected life of PSUs
|
3 Years
|
|
|
3 Years
|
|
|
3 Years
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
ESPP shares purchased
|
136,576
|
|
|
110,200
|
|
|
98,000
|
|
|||
Average purchase price per share (85% of market value)
|
$
|
14.03
|
|
|
$
|
14.74
|
|
|
$
|
15.28
|
|
Compensation expense recognized (in thousands)
|
$
|
338
|
|
|
$
|
287
|
|
|
$
|
261
|
|
NOTE 16 – EMPLOYEE BENEFIT PLANS
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
401(k) Retirement Plan
|
$
|
8,976
|
|
|
$
|
8,482
|
|
|
$
|
8,121
|
|
Pension Plan
|
2,484
|
|
|
3,435
|
|
|
4,168
|
|
|||
|
$
|
11,460
|
|
|
$
|
11,917
|
|
|
$
|
12,289
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Interest cost
|
$
|
3,257
|
|
|
$
|
3,053
|
|
|
$
|
3,320
|
|
Expected return on assets
|
(2,754
|
)
|
|
(2,047
|
)
|
|
(1,804
|
)
|
|||
Net amortization and deferral
|
1,981
|
|
|
2,429
|
|
|
2,652
|
|
|||
Net periodic pension cost
|
$
|
2,484
|
|
|
$
|
3,435
|
|
|
$
|
4,168
|
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation at beginning of year
|
$
|
79,426
|
|
|
$
|
89,482
|
|
Interest cost
|
3,257
|
|
|
3,053
|
|
||
Benefit payments
|
(4,114
|
)
|
|
(5,796
|
)
|
||
Change in assumptions
|
8,259
|
|
|
(8,051
|
)
|
||
Experience (loss) gain
|
(624
|
)
|
|
738
|
|
||
Projected benefit obligation at end of year
|
$
|
86,204
|
|
|
$
|
79,426
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
57,825
|
|
|
$
|
54,061
|
|
Employer contributions (1)
|
20,755
|
|
|
13,042
|
|
||
Actual return on plan assets
|
9,210
|
|
|
(3,482
|
)
|
||
Benefit payments
|
(4,114
|
)
|
|
(5,796
|
)
|
||
Fair value of plan assets at end of year
|
$
|
83,676
|
|
|
$
|
57,825
|
|
(1)
|
The Corporation funds at least the minimum amount required by federal law and regulations. The Corporation contributed $20.8 million and $13.0 million to the Pension Plan during 2019 and 2018, respectively.
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Projected benefit obligation
|
$
|
(86,204
|
)
|
|
$
|
(79,426
|
)
|
Fair value of plan assets
|
83,676
|
|
|
57,825
|
|
||
Funded status
|
$
|
(2,528
|
)
|
|
$
|
(21,601
|
)
|
|
Unrecognized Net Loss
|
||||||
|
Before tax
|
|
Net of tax
|
||||
|
(in thousands)
|
||||||
Balance as of December 31, 2017
|
$
|
28,559
|
|
|
$
|
18,564
|
|
Recognized as a component of 2018 periodic pension cost
|
(2,429
|
)
|
|
(1,892
|
)
|
||
Unrecognized gains 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
|
|
||
Recognized as a component of 2019 periodic pension cost
|
(1,981
|
)
|
|
(1,543
|
)
|
||
Unrecognized losses arising in 2019
|
1,180
|
|
|
919
|
|
||
Balance as of December 31, 2019
|
$
|
23,546
|
|
|
$
|
18,337
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate-projected benefit obligation
|
3.25
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Expected long-term rate of return on plan assets
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
2019
|
|
2018
|
||||||||||
|
Estimated
Fair Value |
|
% of Total
Assets |
|
Estimated
Fair Value |
|
% of Total
Assets |
||||||
|
(dollars in thousands)
|
||||||||||||
Equity mutual funds
|
$
|
26,377
|
|
|
|
|
$
|
18,532
|
|
|
|
||
Equity common trust funds
|
11,810
|
|
|
|
|
9,062
|
|
|
|
||||
Equity securities
|
38,187
|
|
|
45.6
|
%
|
|
27,594
|
|
|
47.7
|
%
|
||
Cash and money market funds
|
21,182
|
|
|
|
|
10,754
|
|
|
|
||||
Fixed income mutual funds
|
14,370
|
|
|
|
|
11,523
|
|
|
|
||||
Corporate debt securities
|
3,124
|
|
|
|
|
2,985
|
|
|
|
||||
U.S. Government agency securities
|
3,078
|
|
|
|
|
|
—
|
|
|
|
|
||
Fixed income securities and cash
|
41,754
|
|
|
49.9
|
%
|
|
25,262
|
|
|
43.7
|
%
|
||
Other alternative investment funds
|
3,735
|
|
|
4.5
|
%
|
|
4,969
|
|
|
8.6
|
%
|
||
Total
|
$
|
83,676
|
|
|
100.0
|
%
|
|
$
|
57,825
|
|
|
100.0
|
%
|
Year
|
|
||
2020
|
$
|
4,239
|
|
2021
|
4,395
|
|
|
2022
|
4,454
|
|
|
2023
|
4,569
|
|
|
2024
|
4,651
|
|
|
2025 – 2029
|
24,330
|
|
|
|
$
|
46,638
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Interest cost
|
$
|
61
|
|
|
$
|
57
|
|
|
$
|
68
|
|
Net amortization and deferral
|
(556
|
)
|
|
(559
|
)
|
|
(565
|
)
|
|||
Net postretirement benefit
|
$
|
(495
|
)
|
|
$
|
(502
|
)
|
|
$
|
(497
|
)
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Accumulated postretirement benefit obligation at beginning of year
|
$
|
1,520
|
|
|
$
|
1,700
|
|
Interest cost
|
61
|
|
|
57
|
|
||
Benefit payments
|
(187
|
)
|
|
(205
|
)
|
||
Experience gain
|
17
|
|
|
35
|
|
||
Change in assumptions
|
39
|
|
|
(67
|
)
|
||
Accumulated postretirement benefit obligation at end of year
|
$
|
1,450
|
|
|
$
|
1,520
|
|
|
|
Before tax
|
|
|
||||||||||||
|
Unrecognized
Prior Service Cost |
|
Unrecognized
Net Loss (Gain) |
|
Total
|
|
Net of tax
|
||||||||
|
(in thousands)
|
||||||||||||||
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 in 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||
Balance as of December 31, 2018
|
(3,940
|
)
|
|
(1,096
|
)
|
|
(5,036
|
)
|
|
(3,928
|
)
|
||||
Recognized as a component of 2019 postretirement benefit cost
|
464
|
|
|
92
|
|
|
556
|
|
|
433
|
|
||||
Unrecognized gains arising in 2019
|
—
|
|
|
56
|
|
|
56
|
|
|
44
|
|
||||
Balance as of December 31, 2019
|
$
|
(3,476
|
)
|
|
$
|
(948
|
)
|
|
$
|
(4,424
|
)
|
|
$
|
(3,451
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate-projected benefit obligation
|
3.25
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Expected long-term rate of return on plan assets
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Year
|
|
||
2020
|
$
|
178
|
|
2021
|
165
|
|
|
2022
|
153
|
|
|
2023
|
140
|
|
|
2024
|
128
|
|
|
2025 – 2029
|
481
|
|
|
|
$
|
1,245
|
|
NOTE 17 – LEASES
|
|
|
2019
|
||
Operating lease expense
|
$
|
18,852
|
|
|
Variable lease expense
|
2,924
|
|
||
Sublease income
|
(791
|
)
|
||
Total lease expense
|
$
|
20,985
|
|
Operating Leases
|
|
Balance Sheet Classification
|
|
2019
|
||
ROU assets
|
|
Other assets
|
|
$
|
102,779
|
|
Lease liabilities
|
|
Other liabilities
|
|
$
|
109,608
|
|
Weighted average remaining lease term
|
|
|
|
8.1 years
|
|
|
Weighted average discount rate
|
|
|
|
3.05
|
%
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
18,563
|
|
ROU assets obtained in exchange for lease obligations
|
117,496
|
|
Year
|
Operating Leases
|
||
2020
|
$
|
18,695
|
|
2021
|
17,582
|
|
|
2022
|
16,278
|
|
|
2023
|
14,106
|
|
|
2024
|
12,410
|
|
|
Thereafter
|
42,394
|
|
|
Total lease payments
|
121,465
|
|
|
Less: imputed interest
|
(11,857
|
)
|
|
Present value of lease liabilities
|
$
|
109,608
|
|
NOTE 18 – COMMITMENTS AND CONTINGENCIES
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Commercial, industrial, financial and agricultural
|
$
|
3,997,401
|
|
|
$
|
3,642,545
|
|
Real estate - home equity
|
1,523,494
|
|
|
1,475,066
|
|
||
Real estate - commercial mortgage and real estate - construction
|
1,168,624
|
|
|
1,188,972
|
|
||
Total commitments to extend credit
|
$
|
6,689,519
|
|
|
$
|
6,306,583
|
|
|
|
|
|
||||
Standby letters of credit
|
$
|
303,020
|
|
|
$
|
309,352
|
|
Commercial letters of credit
|
50,432
|
|
|
48,682
|
|
||
Total letters of credit
|
$
|
353,452
|
|
|
$
|
358,034
|
|
NOTE 19 – FAIR VALUE MEASUREMENTS
|
|
2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
37,828
|
|
|
$
|
—
|
|
|
$
|
37,828
|
|
Available for sale investment securities:
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
—
|
|
|
652,927
|
|
|
—
|
|
|
652,927
|
|
||||
Corporate debt securities
|
—
|
|
|
374,957
|
|
|
2,400
|
|
|
377,357
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
693,718
|
|
|
—
|
|
|
693,718
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
177,312
|
|
|
—
|
|
|
177,312
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
494,297
|
|
|
—
|
|
|
494,297
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
101,926
|
|
|
101,926
|
|
||||
Total available for sale investment securities
|
—
|
|
|
2,393,211
|
|
|
104,326
|
|
|
2,497,537
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Investments held in Rabbi Trust
|
22,213
|
|
|
—
|
|
|
—
|
|
|
22,213
|
|
||||
Derivative assets
|
230
|
|
|
145,365
|
|
|
—
|
|
|
145,595
|
|
||||
Total assets
|
$
|
22,443
|
|
|
$
|
2,576,404
|
|
|
$
|
104,326
|
|
|
$
|
2,703,173
|
|
Other Liabilities
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
22,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,213
|
|
Derivative liabilities
|
199
|
|
|
76,447
|
|
|
—
|
|
|
76,646
|
|
||||
Total liabilities
|
$
|
22,412
|
|
|
$
|
76,447
|
|
|
$
|
—
|
|
|
$
|
98,859
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
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
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
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
|
|
Other Liabilities
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
18,415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,415
|
|
Derivative liabilities
|
381
|
|
|
48,185
|
|
|
—
|
|
|
48,566
|
|
||||
Total liabilities
|
$
|
18,796
|
|
|
$
|
48,185
|
|
|
$
|
—
|
|
|
$
|
66,981
|
|
•
|
Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of December 31, 2019 and 2018 were measured as the price that secondary market investors were offering for loans with similar characteristics. See "Note 1 - Summary of Significant Accounting Policies" for details related to the Corporation’s election to measure assets and liabilities at fair value.
|
•
|
Available for sale investment securities – Included in this asset category are debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service
|
•
|
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 ($362.3 million at December 31, 2019 and $86.1 million at December 31, 2018), single-issuer trust preferred securities issued by financial institutions ($11.2 million at December 31, 2019 and $18.6 million at December 31, 2018), pooled trust preferred securities issued by financial institutions ($0 at December 31, 2019 and $875,000 at December 31, 2018) and other corporate debt issued by non-financial institutions ($3.9 million at December 31, 2019 and December 31, 2018).
|
•
|
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.
|
•
|
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 represents quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.
|
•
|
Derivative assets - Fair value of foreign currency exchange contracts classified as Level 1 assets ($230,000 at December 31, 2019 and $392,000 at December 31, 2018). 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.
|
•
|
Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.
|
•
|
Derivative liabilities - Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($199,000 at December 31, 2019 and $381,000 at December 31, 2018). The fair values of these liabilities are determined in the same manner as the related assets.
|
|
Pooled Trust
Preferred Securities |
|
Single-issuer
Trust Preferred Securities |
|
Auction Rate Securities
|
||||||
|
(in thousands)
|
||||||||||
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
|
|
Sales
|
(770
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized adjustments to fair value (1)
|
(105
|
)
|
|
(4
|
)
|
|
(1,068
|
)
|
|||
Discount accretion (2)
|
—
|
|
|
4
|
|
|
—
|
|
|||
Balance as of December 31, 2019
|
$
|
—
|
|
|
$
|
2,400
|
|
|
$
|
101,926
|
|
(1)
|
Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of "available for sale at estimated fair value" on the consolidated balance sheets.
|
(2)
|
Included as a component of "net interest income" on the consolidated statements of income.
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net loans and leases
|
$
|
144,807
|
|
|
$
|
149,846
|
|
OREO
|
6,831
|
|
|
10,518
|
|
||
MSRs(1)
|
45,193
|
|
|
50,200
|
|
||
Total assets
|
$
|
196,831
|
|
|
$
|
210,564
|
|
(1)
|
Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at amortized cost. See "Note 5 - Mortgage Servicing Rights" for additional information.
|
•
|
Net loans and leases – This category consists of loans and leases that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of impaired loans and leases, net of the related allowance for loan losses. See "Note 4 - Loans and Leases and Allowance for Credit Losses," for additional details.
|
•
|
OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.
|
•
|
MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. 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, 2019 valuation were 10.5% and 9.5%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.
|
|
2019
|
||||||||||||||||||
|
Estimated Fair Value
|
||||||||||||||||||
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
FINANCIAL ASSETS
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
517,791
|
|
|
$
|
517,791
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
517,791
|
|
FRB and FHLB stock
|
97,422
|
|
|
—
|
|
|
97,422
|
|
|
—
|
|
|
97,422
|
|
|||||
Loans held for sale
|
37,828
|
|
|
—
|
|
|
37,828
|
|
|
—
|
|
|
37,828
|
|
|||||
Available for sale investment securities
|
2,497,537
|
|
|
—
|
|
|
2,393,211
|
|
|
104,326
|
|
|
2,497,537
|
|
|||||
Held to maturity investment securities
|
369,841
|
|
|
—
|
|
|
383,705
|
|
|
—
|
|
|
383,705
|
|
|||||
Net loans and leases
|
16,673,904
|
|
|
—
|
|
|
—
|
|
|
16,485,122
|
|
|
16,485,122
|
|
|||||
Accrued interest receivable
|
60,898
|
|
|
60,898
|
|
|
—
|
|
|
—
|
|
|
60,898
|
|
|||||
Other assets
|
431,565
|
|
|
234,176
|
|
|
145,365
|
|
|
52,024
|
|
|
431,565
|
|
|||||
FINANCIAL LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand and savings deposits
|
$
|
14,327,453
|
|
|
$
|
14,327,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,327,453
|
|
Brokered deposits
|
264,531
|
|
|
223,982
|
|
|
40,549
|
|
|
—
|
|
|
264,531
|
|
|||||
Time deposits
|
2,801,930
|
|
|
—
|
|
|
2,828,988
|
|
|
—
|
|
|
2,828,988
|
|
|||||
Short-term borrowings
|
883,241
|
|
|
883,241
|
|
|
—
|
|
|
—
|
|
|
883,241
|
|
|||||
Accrued interest payable
|
8,834
|
|
|
8,834
|
|
|
—
|
|
|
—
|
|
|
8,834
|
|
|||||
FHLB advances and long-term debt
|
881,769
|
|
|
—
|
|
|
878,385
|
|
|
—
|
|
|
878,385
|
|
|||||
Other liabilities
|
221,542
|
|
|
142,508
|
|
|
76,447
|
|
|
2,587
|
|
|
221,542
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2018
|
||||||||||||||||||
|
Estimated Fair Value
|
||||||||||||||||||
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
FINANCIAL ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
445,687
|
|
|
$
|
445,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
445,687
|
|
FRB and FHLB stock
|
79,283
|
|
|
—
|
|
|
79,283
|
|
|
—
|
|
|
79,283
|
|
|||||
Loans held for sale
|
27,099
|
|
|
—
|
|
|
27,099
|
|
|
—
|
|
|
27,099
|
|
|||||
Available for sale investment securities
|
2,080,294
|
|
|
—
|
|
|
1,974,025
|
|
|
106,269
|
|
|
2,080,294
|
|
|||||
Held to maturity investment securities
|
606,679
|
|
|
611,419
|
|
|
—
|
|
|
—
|
|
|
611,419
|
|
|||||
Net loans and leases
|
16,005,263
|
|
|
—
|
|
|
—
|
|
|
15,446,895
|
|
|
15,446,895
|
|
|||||
Accrued interest receivable
|
58,879
|
|
|
58,879
|
|
|
—
|
|
|
—
|
|
|
58,879
|
|
|||||
Other 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
|
|
|||||
FHLB advances and long-term debt
|
992,279
|
|
|
—
|
|
|
970,985
|
|
|
—
|
|
|
970,985
|
|
|||||
Other liabilities
|
218,061
|
|
|
161,003
|
|
|
48,185
|
|
|
8,873
|
|
|
218,061
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Assets
|
|
Liabilities
|
Cash and cash equivalents
|
|
Demand and savings deposits
|
Accrued interest receivable
|
|
Short-term borrowings
|
|
|
Accrued interest payable
|
NOTE 20 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,841
|
|
|
$
|
30,941
|
|
Other assets
|
1,087
|
|
|
7,072
|
|
||
Receivable from subsidiaries
|
78,025
|
|
|
51,646
|
|
||
Investments in:
|
|
|
|
||||
Bank subsidiary (1)
|
2,555,448
|
|
|
2,451,651
|
|
||
Non-bank subsidiaries
|
419,145
|
|
|
425,670
|
|
||
Total Assets
|
$
|
3,064,546
|
|
|
$
|
2,966,980
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Long-term debt
|
$
|
387,756
|
|
|
$
|
386,913
|
|
Payable to non-bank subsidiaries
|
276,768
|
|
|
247,801
|
|
||
Other liabilities
|
57,846
|
|
|
84,693
|
|
||
Total Liabilities
|
722,370
|
|
|
719,407
|
|
||
Shareholders’ equity
|
2,342,176
|
|
|
2,247,573
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
3,064,546
|
|
|
$
|
2,966,980
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
209,000
|
|
|
$
|
150,000
|
|
|
$
|
66,500
|
|
Other (1)
|
191,978
|
|
|
188,165
|
|
|
171,490
|
|
|||
|
400,978
|
|
|
338,165
|
|
|
237,990
|
|
|||
Expenses
|
218,837
|
|
|
210,333
|
|
|
199,981
|
|
|||
Income before income taxes and equity in undistributed net income of subsidiaries
|
182,141
|
|
|
127,832
|
|
|
38,009
|
|
|||
Income tax benefit
|
(5,798
|
)
|
|
(7,100
|
)
|
|
(5,448
|
)
|
|||
|
187,939
|
|
|
134,932
|
|
|
43,457
|
|
|||
Equity in undistributed net income (loss) of:
|
|
|
|
|
|
||||||
Bank subsidiary (1)
|
44,926
|
|
|
74,631
|
|
|
111,226
|
|
|||
Non-bank subsidiaries
|
(6,526
|
)
|
|
(1,170
|
)
|
|
17,070
|
|
|||
Net Income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
226,339
|
|
|
$
|
208,393
|
|
|
$
|
171,753
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of issuance costs and discount of long-term debt
|
842
|
|
|
813
|
|
|
845
|
|
|||
Stock-based compensation
|
7,413
|
|
|
7,967
|
|
|
4,740
|
|
|||
(Increase) decrease in other assets
|
(20,449
|
)
|
|
6,327
|
|
|
(17,882
|
)
|
|||
Equity in undistributed net income of subsidiaries
|
(38,400
|
)
|
|
(73,460
|
)
|
|
(128,298
|
)
|
|||
Increase in other liabilities and payable to non-bank subsidiaries
|
1,580
|
|
|
36,273
|
|
|
31,241
|
|
|||
Total adjustments
|
(49,014
|
)
|
|
(22,080
|
)
|
|
(109,354
|
)
|
|||
Net cash provided by operating activities
|
177,325
|
|
|
186,313
|
|
|
62,399
|
|
|||
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
|
6,362
|
|
|
6,733
|
|
|
9,007
|
|
|||
Dividends paid
|
(92,330
|
)
|
|
(89,654
|
)
|
|
(80,368
|
)
|
|||
Acquisition of treasury stock
|
(111,457
|
)
|
|
(95,308
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(197,425
|
)
|
|
(178,229
|
)
|
|
(48,110
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(20,100
|
)
|
|
8,084
|
|
|
14,289
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
30,941
|
|
|
22,857
|
|
|
8,568
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
10,841
|
|
|
$
|
30,941
|
|
|
$
|
22,857
|
|
/s/ E. PHILIP WENGER
|
E. Philip Wenger
Chairman and Chief Executive Officer
|
|
/s/ MARK R. MCCOLLOM
|
Mark R. McCollom
Senior Executive Vice President
and Chief Financial Officer
|
•
|
Evaluating the Company’s ALL methodology for compliance with U.S. generally accepted accounting principles,
|
•
|
Evaluating the assumptions and methodologies used in calculating the PD and LGD,
|
•
|
Determining whether loans are pooled by similar risk characteristics, and
|
•
|
Evaluating the methodology used to develop the resulting qualitative factors and the effect of those factors on the ALL compared with relevant credit risk factors and consistency with credit trends.
|
Philadelphia, Pennsylvania
|
February 21, 2020
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
204,700
|
|
|
$
|
210,034
|
|
|
$
|
208,414
|
|
|
$
|
202,159
|
|
Interest expense
|
41,385
|
|
|
45,490
|
|
|
47,153
|
|
|
42,889
|
|
||||
Net interest income
|
163,315
|
|
|
164,544
|
|
|
161,261
|
|
|
159,270
|
|
||||
Provision for credit losses
|
5,100
|
|
|
5,025
|
|
|
2,170
|
|
|
20,530
|
|
||||
Non-interest income
|
46,751
|
|
|
54,315
|
|
|
59,813
|
|
|
55,281
|
|
||||
Non-interest expenses
|
137,824
|
|
|
144,168
|
|
|
146,770
|
|
|
138,974
|
|
||||
Income before income taxes
|
67,142
|
|
|
69,666
|
|
|
72,133
|
|
|
55,047
|
|
||||
Income tax expense
|
10,479
|
|
|
9,887
|
|
|
10,025
|
|
|
7,258
|
|
||||
Net income
|
$
|
56,663
|
|
|
$
|
59,779
|
|
|
$
|
62,108
|
|
|
$
|
47,789
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income (basic)
|
$
|
0.33
|
|
|
$
|
0.36
|
|
|
$
|
0.38
|
|
|
$
|
0.29
|
|
Net income (diluted)
|
0.33
|
|
|
0.35
|
|
|
0.37
|
|
|
0.29
|
|
||||
Cash dividends
|
0.13
|
|
|
0.13
|
|
|
0.13
|
|
|
0.17
|
|
||||
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
|
|
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
|
|
|
|
10.18
|
|
|
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.
|
10.19
|
|
|
|
21
|
|
|
|
23
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
104
|
|
|
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
|
|
|
FULTON FINANCIAL CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Dated:
|
February 21, 2020
|
By:
|
/S/ E. PHILIP WENGER
|
|
|
|
E. Philip Wenger, Chairman and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/S/ JENNIFER CRAIGHEAD CAREY
|
|
Director
|
|
February 21, 2020
|
Jennifer Craighead Carey
|
|
|
|
|
|
|
|
|
|
/S/ LISA CRUTCHFIELD
|
|
Director
|
|
February 21, 2020
|
Lisa Crutchfield
|
|
|
|
|
|
|
|
|
|
/S/ MICHAEL J. DEPORTER
|
|
Executive Vice President and Controller
(Principal Accounting Officer)
|
|
February 21, 2020
|
Michael J. DePorter
|
|
|
|
|
|
|
|
|
|
/S/ DENISE L. DEVINE
|
|
Director
|
|
February 21, 2020
|
Denise L. Devine
|
|
|
|
|
|
|
|
|
|
/S/ STEVEN S. ETTER
|
|
Director
|
|
February 21, 2020
|
Steven S. Etter
|
|
|
|
|
|
|
|
|
|
/S/ PATRICK J. FREER
|
|
Director
|
|
February 21, 2020
|
Patrick J. Freer
|
|
|
|
|
|
|
|
|
|
/S/ CARLOS E. GRAUPERA
|
|
Director
|
|
February 21, 2020
|
Carlos E. Graupera
|
|
|
|
|
|
|
|
|
|
/S/ GEORGE W. HODGES
|
|
Director
|
|
February 21, 2020
|
George W. Hodges
|
|
|
|
|
|
|
|
|
|
/S/ MARK R. MCCOLLOM
|
|
Senior Executive Vice President
|
|
February 21, 2020
|
Mark R. McCollom
|
|
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/S/ JAMES R. MOXLEY, III
|
|
Director
|
|
February 21, 2020
|
James R. Moxley, III
|
|
|
|
|
|
|
|
|
|
/S/ CURTIS J. MYERS
|
|
Director, President and Chief
|
|
February 21, 2020
|
Curtis J. Myers
|
|
Operating Officer
|
|
|
|
|
|
|
|
/S/ SCOTT A. SNYDER
|
|
Director
|
|
February 21, 2020
|
Scott A. Snyder
|
|
|
|
|
|
|
|
|
|
/S/ RONALD H. SPAIR
|
|
Director
|
|
February 21, 2020
|
Ronald H. Spair
|
|
|
|
|
|
|
|
|
|
/S/ MARK F. STRAUSS
|
|
Director
|
|
February 21, 2020
|
Mark F. Strauss
|
|
|
|
|
|
|
|
|
|
/S/ ERNEST J. WATERS
|
|
Director
|
|
February 21, 2020
|
Ernest J. Waters
|
|
|
|
|
|
|
|
|
|
/S/ E. PHILIP WENGER
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
February 21, 2020
|
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).
|
4.7
|
|
|
Description of Fulton Financial Corporation Securities - filed herewith.
|
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
|
|
|
Amendment No. 1 to the Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan - filed herewith.
|
10.11
|
|
|
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.
|
10.12
|
|
|
First Amendment effective January 1, 2019 to the Fulton Financial Corporation Deferred 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 March 31, 2019.
|
10.13
|
|
|
Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated July 11, 2016 - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission.
|
10.14
|
|
|
Fulton Financial Corporation Amended and Restated Directors' Equity Participation Plan – Incorporated by reference to Exhibit 10.1 of Fulton Financial Corporation’s Current Report on Form 8-K filed May 23, 2019.
|
10.15
|
|
|
Fulton Financial Corporation Non-Employee Director Compensation - filed herewith.
|
10.16
|
|
|
Form of Director Stock Unit Award Agreement under the Directors' Equity Participation Plan, as amended - 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, 2018.
|
10.17
|
|
|
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.
|
10.18
|
|
|
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.
|
10.19
|
|
|
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 files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
104
|
|
|
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
|
•
|
a provision that provides for substantial amounts of authorized but unissued capital stock, including a class of preferred stock whose rights and privileges may be determined prior to issuance by the Board of Directors;
|
•
|
a provision that does not permit shareholders to cumulate their votes for the election of directors;
|
•
|
a provision that requires a greater than majority shareholder vote in order to approve certain business combinations and other extraordinary corporate transactions;
|
•
|
a provision that establishes criteria to be applied by the Board of Directors in evaluating an acquisition proposal;
|
•
|
a provision that requires a greater than majority shareholder vote in order for the shareholders to remove a director from office without cause;
|
•
|
a provision that prohibits the taking of any action by the shareholders without a meeting and eliminates the right of shareholders to call a special meeting;
|
•
|
a provision that limits the right of the shareholders to amend the Bylaws;
|
•
|
a provision that requires, under certain circumstances, a greater than majority shareholder vote in order to amend the Fulton Articles; and
|
•
|
a provision requiring that advance notice be delivered to Fulton of any business to be brought by a eligible shareholder before an annual meeting of shareholders and requiring certain procedures to be followed by shareholders in nominating candidates for election as directors.
|
•
|
a provision that limits the permissible number of directors; and
|
•
|
a provision that requires advance written notice as a precondition to the nomination of any person for election to the Board of Directors, other than in the case of nominations made by existing management.
|
•
|
a provision whereby the directors of the corporation, in determining what is in the best interests of the corporation, may consider factors other than the economic interests of the shareholders, such as the effect of any action upon other constituencies, including employees, suppliers, customers, creditors and the community in which the corporation is located;
|
•
|
a provision that permits shareholders to demand that a controlling person pay to them the fair value of their shares in cash upon a change in control;
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•
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a provision that restricts certain business combinations unless there is prior approval by the directors or a supermajority of the shareholders;
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•
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a provision permitting a corporation to adopt a shareholder rights plan;
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a provision denying the right to vote to a person who acquires a specified percentage of stock ownership unless those voting rights are restored by a vote of disinterested shareholders; and
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•
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a provision requiring a person who acquires a specified percentage of stock ownership to disgorge to the corporation all profits from the sale of equity securities of the corporation within eighteen months thereafter.
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1.
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Section 2(m) is hereby amended and restated to read in its entirety as follows:
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2.
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Section 5 is hereby amended and restated to read in its entirety as follows:
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3.
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Section 6(a) is hereby amended and restated to read in its entirety as follows:
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4.
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Section 7(a) is hereby amended and restated to read in its entirety as follows:
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•
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$70,000 annual cash retainer for all Directors.
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•
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$30,000 additional annual cash retainer for the Lead Director.
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$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.
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No additional fees will be paid to a Director for attending a Board meeting or a standing committee meeting.
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Directors who also serve on the Fulton Bank, N.A. Board of Directors shall not receive any additional cash fees or equity awards for service on the Fulton Bank, N.A. Board of Directors.
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All equity-based awards are made under the Company’s Amended and Restated Directors’ Equity Participation Plan, as amended (the “Plan”)
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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.
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•
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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.
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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).
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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.
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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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Fulton Bank, N.A.
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United States of America
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Fulton Financial Advisors
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One Penn Square
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Clermont Wealth Strategies
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P.O. Box 4887
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Fulton Mortgage Company
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Lancaster, Pennsylvania 17604
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Fulton Financial Realty Company
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Pennsylvania
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Fulton Financial Realty Company
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One Penn Square
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P.O. Box 4887
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Lancaster, Pennsylvania 17604
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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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FFC Management, Inc.
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Delaware
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FFC Management, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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Fulton Insurance Services Group, Inc.
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Pennsylvania
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Fulton Insurance Services Group, Inc.
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One Penn Square
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P.O. Box 7989
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Lancaster, Pennsylvania 17604
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FFC Penn Square, Inc.
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Delaware
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FFC Penn Square, Inc.
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P.O. Box 609
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Georgetown, DE 19947
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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.
|
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.
|
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.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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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.
|
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.
|
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.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 21, 2020
|
|
/s/ E. Philip Wenger
|
|
|
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E. Philip Wenger
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 21, 2020
|
|
/s/ Mark R. McCollom
|
|
|
|
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer
|
/s/ E. Philip Wenger
|
E. Philip Wenger
Chairman and Chief Executive Officer
|
/s/ Mark R. McCollom
|
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer
|