Delaware
|
|
56-1528994
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
4300 Six Forks Road
|
|
|
Raleigh, North Carolina 27609
|
|
|
(Address of principal executive offices, ZIP code)
|
|
|
|
|
|
(919) 716-7000
|
|
|
(Registrant's telephone number, including area code)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, Par Value $1
|
|
NASDAQ Global Select Market
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
Page
|
|
|
CROSS REFERENCE INDEX
|
|
|
|
|
|
PART I
|
Item 1
|
||
|
Item 1A
|
||
|
Item 1B
|
Unresolved Staff Comments
|
None
|
|
Item 2
|
||
|
Item 3
|
||
PART II
|
Item 5
|
||
|
Item 6
|
||
|
Item 7
|
||
|
Item 7A
|
||
|
Item 8
|
Financial Statemen
ts and Supplementary Data
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
None
|
|
Item 9A
|
||
|
Item 9B
|
Other Information
|
None
|
PART III
|
Item 10
|
Directors, Executive Officers and Corporate Governance
|
*
|
|
Item 11
|
Executive Compensation
|
*
|
|
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
*
|
|
Item 13
|
Certain Relationships and Related Transactions and Director Independence
|
*
|
|
Item 14
|
Principal Accounting Fees and Services
|
*
|
PART IV
|
Item 15
|
Exhibits, Financial Statement Schedules
|
|
|
(1)
|
Financial Statements (see Item 8 for reference)
|
|
|
(2)
|
All Financial Statement Schedules normally required for Form 10-K are omitted since they are not applicable, except as referred to in Item 8.
|
|
|
(3)
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
Fourth
quarter |
|
Third
quarter |
|
Second
quarter |
|
First
quarter |
|
Fourth
quarter |
|
Third
quarter |
|
Second
quarter |
|
First
quarter |
||||||||||||||||
Cash dividends (Class A and Class B)
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
Class A sales price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
271.97
|
|
|
247.45
|
|
|
260.10
|
|
|
240.46
|
|
|
226.07
|
|
|
212.30
|
|
|
204.76
|
|
|
182.21
|
|
||||||||
Low
|
206.14
|
|
|
214.53
|
|
|
214.93
|
|
|
215.22
|
|
|
201.64
|
|
|
194.39
|
|
|
179.22
|
|
|
166.49
|
|
||||||||
Class B bid price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
247.40
|
|
|
230.50
|
|
|
244.50
|
|
|
219.01
|
|
|
210.95
|
|
|
197.50
|
|
|
193.00
|
|
|
173.57
|
|
||||||||
Low
|
208.00
|
|
|
206.00
|
|
|
199.93
|
|
|
198.01
|
|
|
185.50
|
|
|
184.00
|
|
|
171.00
|
|
|
162.75
|
|
Class A common stock
|
Total number of shares purchased
|
|
Average price paid per share
|
|||
Purchases from October 1, 2014 to October 31, 2014
|
167,600
|
|
|
$
|
216.63
|
|
Purchases from November 1, 2014 to November 30, 2014
|
—
|
|
|
—
|
|
|
Purchases from December 1, 2014 to December 31, 2014
|
—
|
|
|
—
|
|
|
Total
|
167,600
|
|
|
$
|
216.63
|
|
|
|
|
|
|||
Class B common stock
|
Total number of shares purchased
|
|
Average price paid per share
|
|||
Purchases from October 1, 2014 to October 31, 2014
|
45,900
|
|
|
$
|
213.00
|
|
Purchases from November 1, 2014 to November 30, 2014
|
—
|
|
|
—
|
|
|
Purchases from December 1, 2014 to December 31, 2014
|
—
|
|
|
—
|
|
|
Total
|
45,900
|
|
|
$
|
213.00
|
|
(Dollars in thousands, except share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
760,448
|
|
|
$
|
796,804
|
|
|
$
|
1,004,836
|
|
|
$
|
1,015,159
|
|
|
$
|
969,368
|
|
Interest expense
|
50,351
|
|
|
56,618
|
|
|
90,148
|
|
|
144,192
|
|
|
195,125
|
|
|||||
Net interest income
|
710,097
|
|
|
740,186
|
|
|
914,688
|
|
|
870,967
|
|
|
774,243
|
|
|||||
Provision (credit) for loan and lease losses
|
640
|
|
|
(32,255
|
)
|
|
142,885
|
|
|
232,277
|
|
|
143,519
|
|
|||||
Net interest income after provision for loan and lease losses
|
709,457
|
|
|
772,441
|
|
|
771,803
|
|
|
638,690
|
|
|
630,724
|
|
|||||
Gains on acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
150,417
|
|
|
136,000
|
|
|||||
Noninterest income
(1)
|
340,426
|
|
|
267,382
|
|
|
192,254
|
|
|
316,472
|
|
|
272,846
|
|
|||||
Noninterest expense
|
846,289
|
|
|
771,380
|
|
|
766,933
|
|
|
792,925
|
|
|
733,376
|
|
|||||
Income before income taxes
(1)
|
203,594
|
|
|
268,443
|
|
|
197,124
|
|
|
312,654
|
|
|
306,194
|
|
|||||
Income taxes
(1)
|
65,032
|
|
|
101,574
|
|
|
64,729
|
|
|
118,361
|
|
|
114,183
|
|
|||||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
|
$
|
194,293
|
|
|
$
|
192,011
|
|
Net interest income, taxable equivalent
|
$
|
714,085
|
|
|
$
|
742,846
|
|
|
$
|
917,664
|
|
|
$
|
874,727
|
|
|
$
|
778,382
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
(1)
|
$
|
13.56
|
|
|
$
|
17.35
|
|
|
$
|
12.92
|
|
|
$
|
18.72
|
|
|
$
|
18.40
|
|
Cash dividends
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|||||
Market price at period end (Class A)
|
252.79
|
|
|
222.63
|
|
|
163.50
|
|
|
174.99
|
|
|
189.05
|
|
|||||
Book value at period end
(1)
|
223.77
|
|
|
215.35
|
|
|
193.29
|
|
|
180.73
|
|
|
165.92
|
|
|||||
SELECTED PERIOD AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
$
|
24,104,404
|
|
|
$
|
21,295,587
|
|
|
$
|
21,073,061
|
|
|
$
|
21,133,142
|
|
|
$
|
20,839,485
|
|
Investment securities
|
5,994,080
|
|
|
5,206,000
|
|
|
4,698,559
|
|
|
4,215,761
|
|
|
3,641,093
|
|
|||||
Loans and leases (PCI and non-PCI)
|
14,820,126
|
|
|
13,163,743
|
|
|
13,560,773
|
|
|
14,050,453
|
|
|
13,865,815
|
|
|||||
Interest-earning assets
|
22,232,051
|
|
|
19,433,947
|
|
|
18,974,915
|
|
|
18,824,668
|
|
|
18,458,160
|
|
|||||
Deposits
|
20,368,275
|
|
|
17,947,996
|
|
|
17,727,117
|
|
|
17,776,419
|
|
|
16,740,674
|
|
|||||
Interest-bearing liabilities
|
15,273,619
|
|
|
13,910,299
|
|
|
14,298,026
|
|
|
15,044,889
|
|
|
15,235,253
|
|
|||||
Long-term obligations
|
403,925
|
|
|
462,203
|
|
|
574,721
|
|
|
766,509
|
|
|
885,145
|
|
|||||
Shareholders' equity
(1)
|
$
|
2,256,292
|
|
|
$
|
1,936,895
|
|
|
$
|
1,910,886
|
|
|
$
|
1,809,090
|
|
|
$
|
1,670,543
|
|
Shares outstanding
|
10,221,721
|
|
|
9,618,952
|
|
|
10,244,472
|
|
|
10,376,445
|
|
|
10,434,453
|
|
|||||
SELECTED PERIOD-END BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
$
|
30,075,113
|
|
|
$
|
21,193,878
|
|
|
$
|
21,279,269
|
|
|
$
|
20,994,868
|
|
|
$
|
20,804,964
|
|
Investment securities
|
7,172,435
|
|
|
5,388,610
|
|
|
5,227,570
|
|
|
4,058,245
|
|
|
4,512,608
|
|
|||||
Loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
(2)
|
1,186,498
|
|
|
1,029,426
|
|
|
1,809,235
|
|
|
2,362,152
|
|
|
2,007,452
|
|
|||||
Non-PCI
(2)
|
17,582,967
|
|
|
12,104,298
|
|
|
11,576,115
|
|
|
11,581,637
|
|
|
11,480,577
|
|
|||||
Interest-earning assets
|
27,730,515
|
|
|
19,428,929
|
|
|
19,142,433
|
|
|
18,529,548
|
|
|
18,487,960
|
|
|||||
Deposits
|
25,678,577
|
|
|
17,874,066
|
|
|
18,086,025
|
|
|
17,577,274
|
|
|
17,635,266
|
|
|||||
Interest-bearing liabilities
|
18,930,297
|
|
|
13,654,436
|
|
|
14,213,751
|
|
|
14,548,389
|
|
|
15,015,446
|
|
|||||
Long-term obligations
|
351,320
|
|
|
510,769
|
|
|
444,921
|
|
|
687,599
|
|
|
809,949
|
|
|||||
Shareholders' equity
(1)
|
$
|
2,687,594
|
|
|
$
|
2,071,462
|
|
|
$
|
1,859,624
|
|
|
$
|
1,858,698
|
|
|
$
|
1,731,267
|
|
Shares outstanding
|
12,010,405
|
|
|
9,618,941
|
|
|
9,620,914
|
|
|
10,284.119
|
|
|
10,434.453
|
|
|||||
SELECTED RATIOS AND OTHER DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Rate of return on average assets (annualized)
(1)
|
0.57
|
%
|
|
0.78
|
%
|
|
0.63
|
%
|
|
0.92
|
%
|
|
0.92
|
%
|
|||||
Rate of return on average shareholders' equity (annualized)
(1)
|
6.14
|
|
|
8.62
|
|
|
6.93
|
|
|
10.74
|
|
|
11.49
|
|
|||||
Average equity to average assets ratio
(1)
|
8.94
|
|
|
9.77
|
|
|
8.74
|
|
|
8.85
|
|
|
8.32
|
|
|||||
Net yield on interest-earning assets (taxable equivalent)
|
3.21
|
|
|
3.82
|
|
|
4.84
|
|
|
4.65
|
|
|
4.22
|
|
|||||
Allowance for loan and lease losses to total loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
1.82
|
|
|
5.20
|
|
|
7.74
|
|
|
3.78
|
|
|
2.55
|
|
|||||
Non-PCI
|
1.04
|
|
|
1.49
|
|
|
1.55
|
|
|
1.56
|
|
|
1.54
|
|
|||||
Nonperforming assets to total loans and leases and other real estate at period end:
|
|
|
|
|
|
|
|
|
|||||||||||
Covered
|
9.84
|
|
|
7.02
|
|
|
9.26
|
|
|
17.95
|
|
|
12.87
|
|
|||||
Noncovered
|
0.66
|
|
|
0.74
|
|
|
1.15
|
|
|
0.89
|
|
|
1.14
|
|
|||||
Tier 1 risk-based capital ratio
(1)
|
13.61
|
|
|
14.89
|
|
|
14.24
|
|
|
15.40
|
|
|
14.85
|
|
|||||
Total risk-based capital ratio
(1)
|
14.69
|
|
|
16.39
|
|
|
15.92
|
|
|
17.26
|
|
|
16.94
|
|
|||||
Leverage capital ratio
(1)
|
8.91
|
|
|
9.80
|
|
|
9.21
|
|
|
9.89
|
|
|
9.19
|
|
|||||
Dividend payout ratio
(1)
|
8.85
|
|
|
6.92
|
|
|
9.29
|
|
|
6.41
|
|
|
6.52
|
|
|||||
Average loans and leases to average deposits
|
72.76
|
|
|
73.34
|
|
|
76.50
|
|
|
79.04
|
|
|
82.83
|
|
•
|
Loan loss provisions increased 23.9 percent compared to the third quarter of 2013, while the quarterly net charge-off rate was the lowest since the first quarter of 2007. All major loan categories, except automobile loans, experienced lower levels of charge-offs.
|
•
|
The amount of noncurrent loan and lease balances (90 days or more past due or in nonaccrual status) fell for the 18th quarter in a row. The percentage of loans and leases that were noncurrent at the end of the third quarter was 2.11 percent, the lowest since the middle of 2008.
|
•
|
Loan-loss reserves fell for the 18th consecutive quarter. Despite the decline in reserves, the average coverage ratio of reserves to noncurrent loans improved for a ninth consecutive quarter.
|
•
|
This is the 14th consecutive quarter that the number and assets of problem institutions have declined with the fewest problem institutions since the first quarter of 2009.
|
•
|
Loan growth continued during
2014
, as total loans increased
$5.64 billion
, reflecting the contribution of
$4.49 billion
from the Bancorporation merger and strong originated portfolio growth of $1.30 billion.
|
•
|
Decreases in the acquired FDIC-assisted loan portfolio continue to negatively impact the earnings by resulting in lower net provision credits and total acquired loan interest income. Loan balances acquired under FDIC-assisted transactions and through the January 1, 2014 1st Financial merger continue to decline, down $120.5 million to
$908.9 million
at
December 31, 2014
, due to pay-offs and resolution of problem assets.
|
•
|
The investment portfolio continues to provide yield improvement and deposit funding costs remain at historical lows.
|
•
|
Significant credit quality improvements continued during
2014
as a result of improved economic conditions. Net charge-offs declined from 2013 for both the originated portfolio and loans acquired through FDIC-assisted transactions.
|
•
|
BancShares recorded a
$29.1 million
gain on Bancorporation shares of stock owned by BancShares. The shares were canceled and ceased to exist when the merger became effective October 1, 2014.
|
•
|
Modest increases in noninterest expense primarily as a result of the impact of the Bancorporation merger, higher salaries and wages, occupancy and equipment expenses, advertising expenses, and merger-related expenses.
|
•
|
BancShares remained well capitalized with a tier 1 leverage ratio of
8.91 percent
, tier 1 risk-based capital of
13.61 percent
and total risk-based capital ratio of
14.69 percent
at
December 31, 2014
.
|
Basel III final rules
|
Basel III minimum requirement
2016 |
|
Basel III well capitalized
2016 |
Basel III minimum requirement
2019 |
|
Basel III well capitalized
2019 |
Leverage ratio
|
4.00%
|
|
5.00%
|
4.00%
|
|
5.00%
|
Common equity tier 1
|
4.50
|
|
6.50
|
4.50
|
|
6.50
|
Common equity plus conservation buffer
|
5.13
|
|
7.13
|
7.00
|
|
9.00
|
Tier 1 capital ratio
|
6.00
|
|
8.00
|
6.00
|
|
8.00
|
Total capital ratio
|
8.00
|
|
10.00
|
8.00
|
|
10.00
|
Total capital ratio plus conservation buffer
|
8.63
|
|
10.63
|
10.50
|
|
12.50
|
(dollars in thousands)
|
|
|
|
||||
Purchase Price
|
|
|
|
||||
Value of shares of BancShares Class A common stock issued to Bancorporation shareholders
|
|
|
$
|
560,370
|
|
||
Value of shares of BancShares Class B common stock issued to Bancorporation shareholders
|
|
|
3,877
|
|
|||
Cash paid to Bancorporation shareholders
|
|
|
30,394
|
|
|||
Fair value of Bancorporation shares owned by BancShares
|
|
|
29,551
|
|
|||
Total purchase price
|
|
|
624,192
|
|
|||
|
|
|
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
194,570
|
|
|
|
||
Overnight investments
|
1,087,325
|
|
|
|
|||
Investment securities available for sale
|
2,011,263
|
|
|
|
|||
Loans held for sale
|
30,997
|
|
|
|
|||
Loans and leases
|
4,491,067
|
|
|
|
|||
Premises and equipment
|
238,646
|
|
|
|
|||
Other real estate owned
|
35,344
|
|
|
|
|||
Income earned not collected
|
15,266
|
|
|
|
|||
FDIC loss share receivable
|
5,106
|
|
|
|
|||
Other intangible assets
|
109,416
|
|
|
|
|||
Other assets
|
56,367
|
|
|
|
|||
Total assets acquired
|
8,275,367
|
|
|
|
|||
Liabilities
|
|
|
|
||||
Deposits
|
7,174,817
|
|
|
|
|||
Short-term borrowings
|
295,681
|
|
|
|
|||
Long-term obligations
|
124,852
|
|
|
|
|||
FDIC loss share payable
|
224
|
|
|
|
|||
Other liabilities
|
59,834
|
|
|
|
|||
Total liabilities assumed
|
$
|
7,655,408
|
|
|
|
||
Fair value of net assets acquired
|
|
|
619,959
|
|
|||
Goodwill recorded for Bancorporation
|
|
|
$
|
4,233
|
|
(Dollars in thousands)
|
|
|
|
||||
Purchase Price
|
|
|
|
||||
Cash paid to shareholders
|
|
|
$
|
2,000
|
|
||
Cash paid to acquire and retire TARP securities
|
|
|
8,000
|
|
|||
Total purchase price
|
|
|
10,000
|
|
|||
|
|
|
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
28,194
|
|
|
|
||
Investment securities available for sale
|
237,438
|
|
|
|
|||
Loans held for sale
|
1,183
|
|
|
|
|||
Restricted equity securities
|
3,776
|
|
|
|
|||
Loans
|
307,927
|
|
|
|
|||
Premises and equipment
|
2,686
|
|
|
|
|||
Other real estate owned
|
11,591
|
|
|
|
|||
Other intangible assets
|
3,780
|
|
|
|
|||
Other assets
|
16,346
|
|
|
|
|||
Total assets acquired
|
612,921
|
|
|
|
|||
Liabilities
|
|
|
|
||||
Deposits
|
631,871
|
|
|
|
|||
Short-term borrowings
|
406
|
|
|
|
|||
Other liabilities
|
3,559
|
|
|
|
|||
Total liabilities assumed
|
$
|
635,836
|
|
|
|
||
Fair value of net liabilities assumed
|
|
|
22,915
|
|
|||
Goodwill recorded for 1st Financial
|
|
|
$
|
32,915
|
|
Entity
|
|
Date of
transaction
|
|
Fair value of loans acquired
|
||
|
|
|
|
(Dollars in thousands)
|
||
Colorado Capital Bank (CCB)
|
|
July 8, 2011
|
|
$
|
320,789
|
|
Atlantic Bank & Trust (ABT)
(1)
|
|
June 3, 2011
|
|
112,238
|
|
|
United Western Bank (United Western)
|
|
January 21, 2011
|
|
759,351
|
|
|
Williamsburg First National Bank (WFNB)
(1)
|
|
July 23, 2010
|
|
55,054
|
|
|
Sun American Bank (SAB)
|
|
March 5, 2010
|
|
290,891
|
|
|
First Regional Bank (First Regional)
|
|
January 29, 2010
|
|
1,260,249
|
|
|
Georgian Bank (GB)
(1)
|
|
September 25, 2009
|
|
979,485
|
|
|
Venture Bank (VB)
|
|
September 11, 2009
|
|
456,995
|
|
|
Temecula Valley Bank (TVB)
|
|
July 17, 2009
|
|
855,583
|
|
|
Total
|
|
|
|
$
|
5,090,635
|
|
Carrying value of FDIC-assisted acquired loans as of December 31, 2014
|
|
|
|
$
|
765,540
|
|
•
|
When post-acquisition events suggest that the amount of cash flows we will ultimately receive for an FDIC-assisted loan is less than originally expected:
|
▪
|
An ALLL is established for the post-acquisition exposure that has emerged with a corresponding charge to provision for loan and lease losses;
|
▪
|
If the expected loss is projected to occur during the relevant loss share period, the FDIC receivable is adjusted to reflect the indemnified portion of the post-acquisition exposure with a corresponding increase to noninterest income;
|
•
|
When post-acquisition events suggest that the amount of cash flows we will ultimately receive for an FDIC-assisted loan is greater than originally expected:
|
▪
|
Any ALLL that was previously established for post-acquisition exposure is reversed with a corresponding reduction to provision for loan and lease losses; if no ALLL was established in earlier periods, the amount of the improvement in the cash flow projection results in a reclassification from the nonaccretable difference created at the acquisition date to an accretable yield; the newly-identified accretable yield is accreted into income over the remaining life of the loan as interest income;
|
▪
|
The FDIC receivable is adjusted immediately to reverse previously recognized impairment and prospectively for reclassifications from nonaccretable difference to reflect the indemnified portion of the post-acquisition change in exposure;
|
▪
|
Recoveries on these loans that have been previously charged-off are additional sources of noninterest income; BancShares records these recoveries as noninterest income rather than as an adjustment to the allowance for loan and lease losses since charge-offs on these loans are primarily recorded through the nonaccretable difference.
|
•
|
When actual payments received on FDIC-assisted loans are greater than initial estimates, large nonrecurring discount accretion or reductions in the ALLL may be recognized during a specific period; discount accretion is recognized as an increase to interest income; reductions in the ALLL are recorded as a reduction in the provision for loan and lease losses;
|
•
|
Adjustments to the FDIC receivable resulting from changes in estimated cash flows for FDIC-assisted loans are based on the reimbursement provision of the applicable loss share agreement with the FDIC. Adjustments to the FDIC receivable partially offset the adjustment to the FDIC-assisted loan carrying value, but the rate of the change to the FDIC receivable relative to the change in the acquired loan carrying value is not constant. The loss share agreements establish reimbursement rates for losses incurred within certain ranges. In some loss share agreements, higher loss estimates result in higher reimbursement rates, while in other loss share agreements, higher loss estimates trigger a reduction in the reimbursement rates. In addition, some of the loss share agreements include clawback provisions that require the purchaser to remit a payment to the FDIC in the event that the aggregate amount of losses is less than a loss estimate established by the FDIC. The adjustments to the FDIC receivable based on changes in loss estimates are measured based on the actual reimbursement rates.
|
|
|
Fair value at acquisition date
(1)
|
Losses/expenses incurred through 12/31/2014
(2)
|
Cumulative amount reimbursed by FDIC through 12/31/2014
(3)
|
Carrying value at
December 31, 2014 |
Current portion of receivable due from (to) FDIC for 12/31/2014 filings
|
Prospective amortization (accretion)
(4)
|
|||||||||||||||
(Dollars in thousands)
|
Receivable from FDIC
|
Payable to FDIC
|
||||||||||||||||||||
Entity
|
||||||||||||||||||||||
TVB - combined losses
|
$
|
103,558
|
|
$
|
199,473
|
|
$
|
5,611
|
|
$
|
(287
|
)
|
$
|
—
|
|
$
|
(777
|
)
|
$
|
331
|
|
|
VB - combined losses
|
138,963
|
|
157,977
|
|
126,560
|
|
1,667
|
|
—
|
|
(195
|
)
|
(50
|
)
|
||||||||
GB - combined losses
|
279,310
|
|
906,103
|
|
473,853
|
|
(2,455
|
)
|
—
|
|
(2,573
|
)
|
(69
|
)
|
||||||||
First Regional - combined losses
|
378,695
|
|
243,920
|
|
162,157
|
|
(712
|
)
|
80,871
|
|
(2,418
|
)
|
1,340
|
|
||||||||
SAB - combined losses
|
89,734
|
|
98,147
|
|
78,486
|
|
4,007
|
|
2,136
|
|
(59
|
)
|
2,023
|
|
||||||||
WFNB - combined losses
|
6,225
|
|
7,496
|
|
5,633
|
|
728
|
|
—
|
|
(70
|
)
|
(125
|
)
|
||||||||
United Western
|
|
|
|
|
|
|
|
|||||||||||||||
Non-single family residential losses
|
112,672
|
|
107,881
|
|
88,591
|
|
5,037
|
|
19,673
|
|
(3,063
|
)
|
3,983
|
|
||||||||
Single family residential losses
|
24,781
|
|
5,084
|
|
4,015
|
|
10,153
|
|
—
|
|
32
|
|
4,667
|
|
||||||||
ABT - combined losses
|
14,531
|
|
20,868
|
|
16,340
|
|
2,546
|
|
225
|
|
(62
|
)
|
(443
|
)
|
||||||||
CCB - combined losses
|
155,070
|
|
185,357
|
|
148,917
|
|
8,017
|
|
13,630
|
|
(883
|
)
|
2,511
|
|
||||||||
Total
|
$
|
1,303,539
|
|
$
|
1,932,306
|
|
$
|
1,110,163
|
|
$
|
28,701
|
|
$
|
116,535
|
|
$
|
(10,068
|
)
|
$
|
14,168
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(1)
|
Fair value at acquisition date represents the initial fair value of the receivable from FDIC, excluding the payable to FDIC. For GB, WFNB and ABT the acquisition date is when Bancorporation initially acquired the banks.
|
|||||||||||||||||||||
(2)
|
For GB, WFNB and ABT the losses/expenses incurred through 12/31/2014 include amounts prior to BancShares' acquisition through merger with Bancorporation.
|
|||||||||||||||||||||
(3)
|
For GB, WFNB and ABT the cumulative amount reimbursed by FDIC through 12/31/2014 include amounts prior to BancShares' acquisition through merger with Bancorporation.
|
|||||||||||||||||||||
(4)
|
Prospective amortization (accretion) reflects balances that, due to post-acquisition credit quality improvement, will be amortized over the shorter of the covered asset's life or the term of the loss share period.
|
|||||||||||||||||||||
|
|
|||||||||||||||||||||
Except where noted, each FDIC-assisted transaction has a separate loss share agreement for Single-Family Residential loans (SFR) and Non-Single-Family Residential loans (NSFR).
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For TVB, combined losses are covered at 0 percent up to $193.3 million, 80 percent for losses between $193.3 million and $464.0 million and 95 percent for losses above $464.0 million. The loss share agreement expired on July 17, 2014 for all TVB NSFR loans and will expire on July 17, 2019 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For VB, combined losses are covered at 80 percent up to $235.0 million and 95 percent for losses above $235.0 million. The loss share agreement expired on September 11, 2014 for all VB NSFR loans and will expire on September 11, 2019 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For GB. combined losses are covered at 0 percent up to $327.0 million, 80 percent for losses between $327.0 million and $853.0 million and 95 percent above $853.0 million. The loss share agreement expired on September 25, 2014 for all GB NSFR loans and will expire on September 25, 2019 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For First Regional, NSFR losses are covered at 0 percent up to $41.8 million, 80 percent for losses between $41.8 million and $1.02 billion and 95 percent for losses above $1.02 billion. The loss share agreement expires on January 29, 2015 for all First Regional NSFR loans. First Regional has no SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For SAB, combined losses are covered at 80 percent up to $99.0 million and 95 percent for losses above $99.0 million. The loss share agreement expires on March 5, 2015 for all SAB NSFR loans and March 4, 2020 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For WFNB, combined losses are covered at 80 percent. The loss share agreement expires on July 23, 2015 for all WFNB NSFR loans and July 23, 2020 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For United Western NSFR loans, losses are covered at 80 percent up to $111.5 million, 30 percent between $111.5 million and $227.0 million and 80 percent for losses above $227.0 million. The loss share agreement expires on January 21, 2016.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For United Western SFR loans, losses are covered at 80 percent up to $32.5 million, 0 percent between $32.5 million and $57.7 million and 80 percent for losses above $57.7 million. The loss share agreement expires on January 20, 2021.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For ABT, combined losses are covered at 80 percent. The loss share agreement expires on June 3, 2016 for all ABT NSFR loans and June 3, 2021 for the SFR loans.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
For CCB, combined losses are covered at 80 percent up to $231.0 million, 0 percent between $231.0 million and $285.9 million and 80 percent for losses above $285.9 million. The loss share agreement expires on July 7, 2016 for all CCB NSFR loans and July 7, 2021 for the SFR loans.
|
|
2014
|
|
2013
|
|
||||||||||||||||||
(Dollars in thousands, taxable equivalent)
|
Average
Balance |
|
Interest
Income/ Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Interest
Income/ Expense |
|
Yield/
Rate |
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans and leases
|
$
|
14,820,126
|
|
|
$
|
703,716
|
|
|
4.75
|
|
%
|
$
|
13,163,743
|
|
|
$
|
759,261
|
|
|
5.77
|
|
%
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury
|
1,690,186
|
|
|
12,139
|
|
|
0.72
|
|
|
610,327
|
|
|
1,714
|
|
|
0.28
|
|
|
||||
Government agency
|
1,509,868
|
|
|
7,717
|
|
|
0.51
|
|
|
2,829,328
|
|
|
12,783
|
|
|
0.45
|
|
|
||||
Mortgage-backed securities
|
2,769,255
|
|
|
36,492
|
|
|
1.32
|
|
|
1,745,540
|
|
|
22,642
|
|
|
1.30
|
|
|
||||
State, county and municipal
|
295
|
|
|
21
|
|
|
7.12
|
|
|
276
|
|
|
20
|
|
|
7.25
|
|
|
||||
Other
|
24,476
|
|
|
639
|
|
|
2.61
|
|
|
20,529
|
|
|
321
|
|
|
1.56
|
|
|
||||
Total investment securities
|
5,994,080
|
|
|
57,008
|
|
|
0.95
|
|
|
5,206,000
|
|
|
37,480
|
|
|
0.72
|
|
|
||||
Overnight investments
|
1,417,845
|
|
|
3,712
|
|
|
0.26
|
|
|
1,064,204
|
|
|
2,723
|
|
|
0.26
|
|
|
||||
Total interest-earning assets
|
22,232,051
|
|
|
$
|
764,436
|
|
|
3.44
|
|
|
19,433,947
|
|
|
$
|
799,464
|
|
|
4.12
|
|
|
||
Cash and due from banks
|
493,947
|
|
|
|
|
|
|
483,186
|
|
|
|
|
|
|
||||||||
Premises and equipment
|
943,270
|
|
|
|
|
|
|
874,862
|
|
|
|
|
|
|
||||||||
Receivable from FDIC for loss share agreements
|
61,605
|
|
|
|
|
|
|
168,281
|
|
|
|
|
|
|
||||||||
Allowance for loan and lease losses
|
(210,937
|
)
|
|
|
|
|
|
(257,791
|
)
|
|
|
|
|
|
||||||||
Other real estate owned
|
87,944
|
|
|
|
|
|
|
119,694
|
|
|
|
|
|
|
||||||||
Other assets
(1)
|
496,524
|
|
|
|
|
|
|
473,408
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
24,104,404
|
|
|
|
|
|
|
$
|
21,295,587
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Checking with interest
|
$
|
2,988,287
|
|
|
$
|
779
|
|
|
0.03
|
|
%
|
$
|
2,346,192
|
|
|
$
|
600
|
|
|
0.03
|
|
%
|
Savings
|
1,196,096
|
|
|
624
|
|
|
0.05
|
|
|
968,251
|
|
|
482
|
|
|
0.05
|
|
|
||||
Money market accounts
|
6,733,959
|
|
|
6,527
|
|
|
0.10
|
|
|
6,338,622
|
|
|
9,755
|
|
|
0.15
|
|
|
||||
Time deposits
|
3,159,510
|
|
|
16,856
|
|
|
0.53
|
|
|
3,198,606
|
|
|
23,658
|
|
|
0.74
|
|
|
||||
Total interest-bearing deposits
|
14,077,852
|
|
|
24,786
|
|
|
0.18
|
|
|
12,851,671
|
|
|
34,495
|
|
|
0.27
|
|
|
||||
Short-term borrowings
|
791,842
|
|
|
9,177
|
|
|
1.16
|
|
|
596,425
|
|
|
2,724
|
|
|
0.46
|
|
|
||||
Long-term obligations
|
403,925
|
|
|
16,388
|
|
|
4.06
|
|
|
462,203
|
|
|
19,399
|
|
|
4.20
|
|
|
||||
Total interest-bearing liabilities
|
15,273,619
|
|
|
$
|
50,351
|
|
|
0.33
|
|
|
13,910,299
|
|
|
$
|
56,618
|
|
|
0.41
|
|
|
||
Demand deposits
|
6,290,423
|
|
|
|
|
|
|
5,096,325
|
|
|
|
|
|
|
||||||||
Other liabilities
|
284,070
|
|
|
|
|
|
|
352,068
|
|
|
|
|
|
|
||||||||
Shareholders' equity
(1)
|
2,256,292
|
|
|
|
|
|
|
1,936,895
|
|
|
|
|
|
|
||||||||
Total liabilities and shareholders' equity
|
$
|
24,104,404
|
|
|
|
|
|
|
$
|
21,295,587
|
|
|
|
|
|
|
||||||
Interest rate spread
|
|
|
|
|
3.11
|
%
|
|
|
|
|
|
3.71
|
%
|
|
||||||||
Net interest income and net yield
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
on interest-earning assets
|
|
|
714,085
|
|
|
3.21
|
%
|
|
|
|
742,846
|
|
|
3.82
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
Average
Balance |
|
Interest
Income/ Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Interest
Income/ Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Interest
Income/ Expense |
|
Yield/
Rate |
|||||||||||||||
(dollars in thousands, taxable equivalent)
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
13,560,773
|
|
|
$
|
969,802
|
|
|
7.15
|
%
|
|
$
|
14,050,453
|
|
|
$
|
970,225
|
|
|
6.91
|
%
|
|
$
|
13,865,815
|
|
|
$
|
917,111
|
|
|
6.61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
935,135
|
|
|
2,574
|
|
|
0.28
|
|
|
1,347,874
|
|
|
8,591
|
|
|
0.64
|
|
|
2,073,511
|
|
|
25,586
|
|
|
1.23
|
|
||||||
2,857,714
|
|
|
16,339
|
|
|
0.57
|
|
|
2,084,627
|
|
|
20,672
|
|
|
0.99
|
|
|
894,695
|
|
|
12,852
|
|
|
1.44
|
|
||||||
757,296
|
|
|
14,388
|
|
|
1.90
|
|
|
320,611
|
|
|
9,235
|
|
|
2.88
|
|
|
163,009
|
|
|
6,544
|
|
|
4.01
|
|
||||||
129,827
|
|
|
2,574
|
|
|
1.98
|
|
|
426,114
|
|
|
7,975
|
|
|
1.87
|
|
|
487,678
|
|
|
8,721
|
|
|
1.79
|
|
||||||
829
|
|
|
57
|
|
|
6.88
|
|
|
3,841
|
|
|
279
|
|
|
7.26
|
|
|
1,926
|
|
|
120
|
|
|
6.23
|
|
||||||
17,758
|
|
|
340
|
|
|
1.91
|
|
|
32,694
|
|
|
548
|
|
|
1.68
|
|
|
20,274
|
|
|
227
|
|
|
1.12
|
|
||||||
4,698,559
|
|
|
36,272
|
|
|
0.77
|
|
|
4,215,761
|
|
|
47,300
|
|
|
1.12
|
|
|
3,641,093
|
|
|
54,050
|
|
|
1.48
|
|
||||||
715,583
|
|
|
1,738
|
|
|
0.24
|
|
|
558,454
|
|
|
1,394
|
|
|
0.25
|
|
|
951,252
|
|
|
2,346
|
|
|
0.25
|
|
||||||
18,974,915
|
|
|
$
|
1,007,812
|
|
|
5.31
|
%
|
|
18,824,668
|
|
|
$
|
1,018,919
|
|
|
5.41
|
%
|
|
18,458,160
|
|
|
$
|
973,507
|
|
|
5.27
|
%
|
|||
529,224
|
|
|
|
|
|
|
486,812
|
|
|
|
|
|
|
535,687
|
|
|
|
|
|
||||||||||||
876,802
|
|
|
|
|
|
|
846,989
|
|
|
|
|
|
|
844,843
|
|
|
|
|
|
||||||||||||
350,933
|
|
|
|
|
|
|
628,132
|
|
|
|
|
|
|
630,317
|
|
|
|
|
|
||||||||||||
(272,105
|
)
|
|
|
|
|
|
(241,367
|
)
|
|
|
|
|
|
(189,561
|
)
|
|
|
|
|
||||||||||||
172,269
|
|
|
|
|
|
|
193,467
|
|
|
|
|
|
|
160,376
|
|
|
|
|
|
||||||||||||
441,023
|
|
|
|
|
|
|
394,441
|
|
|
|
|
|
|
399,663
|
|
|
|
|
|
||||||||||||
$
|
21,073,061
|
|
|
|
|
|
|
$
|
21,133,142
|
|
|
|
|
|
|
$
|
20,839,485
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
2,105,587
|
|
|
$
|
1,334
|
|
|
0.06
|
%
|
|
$
|
1,933,723
|
|
|
$
|
1,679
|
|
|
0.09
|
%
|
|
$
|
1,772,298
|
|
|
$
|
1,976
|
|
|
0.11
|
%
|
874,311
|
|
|
445
|
|
|
0.05
|
|
|
826,881
|
|
|
1,118
|
|
|
0.14
|
|
|
724,219
|
|
|
1,280
|
|
|
0.18
|
|
||||||
5,985,562
|
|
|
16,185
|
|
|
0.27
|
|
|
5,514,920
|
|
|
21,642
|
|
|
0.39
|
|
|
4,827,021
|
|
|
27,076
|
|
|
0.56
|
|
||||||
4,093,347
|
|
|
39,604
|
|
|
0.97
|
|
|
5,350,249
|
|
|
77,449
|
|
|
1.45
|
|
|
6,443,916
|
|
|
118,863
|
|
|
1.84
|
|
||||||
13,058,807
|
|
|
57,568
|
|
|
0.44
|
|
|
13,625,773
|
|
|
101,888
|
|
|
0.75
|
|
|
13,767,454
|
|
|
149,195
|
|
|
1.08
|
|
||||||
664,498
|
|
|
5,107
|
|
|
0.77
|
|
|
652,607
|
|
|
5,993
|
|
|
0.92
|
|
|
582,654
|
|
|
5,189
|
|
|
0.89
|
|
||||||
574,721
|
|
|
27,473
|
|
|
4.78
|
|
|
766,509
|
|
|
36,311
|
|
|
4.74
|
|
|
885,145
|
|
|
40,741
|
|
|
4.60
|
|
||||||
14,298,026
|
|
|
$
|
90,148
|
|
|
0.63
|
%
|
|
15,044,889
|
|
|
$
|
144,192
|
|
|
0.96
|
%
|
|
15,235,253
|
|
|
$
|
192,125
|
|
|
1.26
|
%
|
|||
4,668,310
|
|
|
|
|
|
|
4,150,646
|
|
|
|
|
|
|
3,774,864
|
|
|
|
|
|
||||||||||||
195,839
|
|
|
|
|
|
|
128,517
|
|
|
|
|
|
|
158,825
|
|
|
|
|
|
||||||||||||
1,910,886
|
|
|
|
|
|
|
1,809,090
|
|
|
|
|
|
|
1,670,543
|
|
|
|
|
|
||||||||||||
$
|
21,077,444
|
|
|
|
|
|
|
$
|
21,135,572
|
|
|
|
|
|
|
$
|
20,841,180
|
|
|
|
|
|
|||||||||
|
|
|
|
4.68
|
%
|
|
|
|
|
|
4.45
|
%
|
|
|
|
|
|
3.99
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
$
|
917,664
|
|
|
4.84
|
%
|
|
|
|
$
|
874,727
|
|
|
4.65
|
%
|
|
|
|
$
|
778,382
|
|
|
4.22
|
%
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
Change from previous year due to:
|
|
Change from previous year due to:
|
||||||||||||||||||||
|
|
|
Yield/
|
|
Total
|
|
|
|
Yield/
|
|
Total
|
||||||||||||
(Dollars in thousands)
|
Volume
|
|
Rate
|
|
Change
|
|
Volume
|
|
Rate
|
|
Change
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
$
|
87,149
|
|
|
$
|
(142,694
|
)
|
|
$
|
(55,545
|
)
|
|
$
|
(25,895
|
)
|
|
$
|
(184,646
|
)
|
|
$
|
(210,541
|
)
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
5,382
|
|
|
5,043
|
|
|
10,425
|
|
|
(885
|
)
|
|
25
|
|
|
(860
|
)
|
||||||
Government agency
|
(6,351
|
)
|
|
1,285
|
|
|
(5,066
|
)
|
|
(144
|
)
|
|
(3,412
|
)
|
|
(3,556
|
)
|
||||||
Mortgage-backed securities
|
13,405
|
|
|
445
|
|
|
13,850
|
|
|
15,787
|
|
|
(7,533
|
)
|
|
8,254
|
|
||||||
Corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,287
|
)
|
|
(1,287
|
)
|
|
(2,574
|
)
|
||||||
State, county and municipal
|
1
|
|
|
—
|
|
|
1
|
|
|
(39
|
)
|
|
2
|
|
|
(37
|
)
|
||||||
Other
|
82
|
|
|
236
|
|
|
318
|
|
|
48
|
|
|
(67
|
)
|
|
(19
|
)
|
||||||
Total investment securities
|
12,519
|
|
|
7,009
|
|
|
19,528
|
|
|
13,480
|
|
|
(12,272
|
)
|
|
1,208
|
|
||||||
Overnight investments
|
954
|
|
|
35
|
|
|
989
|
|
|
839
|
|
|
146
|
|
|
985
|
|
||||||
Total interest-earning assets
|
$
|
100,622
|
|
|
$
|
(135,650
|
)
|
|
$
|
(35,028
|
)
|
|
$
|
(11,576
|
)
|
|
$
|
(196,772
|
)
|
|
$
|
(208,348
|
)
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Checking with interest
|
$
|
186
|
|
|
$
|
(7
|
)
|
|
$
|
179
|
|
|
$
|
21
|
|
|
$
|
(755
|
)
|
|
$
|
(734
|
)
|
Savings
|
128
|
|
|
14
|
|
|
142
|
|
|
42
|
|
|
(5
|
)
|
|
37
|
|
||||||
Money market accounts
|
267
|
|
|
(3,495
|
)
|
|
(3,228
|
)
|
|
853
|
|
|
(7,283
|
)
|
|
(6,430
|
)
|
||||||
Time deposits
|
(187
|
)
|
|
(6,615
|
)
|
|
(6,802
|
)
|
|
(7,605
|
)
|
|
(8,341
|
)
|
|
(15,946
|
)
|
||||||
Total interest-bearing deposits
|
394
|
|
|
(10,103
|
)
|
|
(9,709
|
)
|
|
(6,689
|
)
|
|
(16,384
|
)
|
|
(23,073
|
)
|
||||||
Short-term borrowings
|
1,588
|
|
|
4,865
|
|
|
6,453
|
|
|
(424
|
)
|
|
(1,959
|
)
|
|
(2,383
|
)
|
||||||
Long-term obligations
|
(2,406
|
)
|
|
(605
|
)
|
|
(3,011
|
)
|
|
(5,059
|
)
|
|
(3,015
|
)
|
|
(8,074
|
)
|
||||||
Total interest-bearing liabilities
|
(424
|
)
|
|
(5,843
|
)
|
|
(6,267
|
)
|
|
(12,172
|
)
|
|
(21,358
|
)
|
|
(33,530
|
)
|
||||||
Change in net interest income
|
$
|
101,046
|
|
|
$
|
(129,807
|
)
|
|
$
|
(28,761
|
)
|
|
$
|
596
|
|
|
$
|
(175,414
|
)
|
|
$
|
(174,818
|
)
|
|
Year ended December 31
|
||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Gain on acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,417
|
|
|
$
|
136,000
|
|
Cardholder services
|
56,820
|
|
|
48,360
|
|
|
45,174
|
|
|
56,279
|
|
|
56,578
|
|
|||||
Merchant services
|
64,075
|
|
|
56,024
|
|
|
50,298
|
|
|
54,543
|
|
|
50,997
|
|
|||||
Service charges on deposit accounts
|
69,100
|
|
|
60,661
|
|
|
61,564
|
|
|
63,775
|
|
|
73,762
|
|
|||||
Wealth management services
|
66,115
|
|
|
59,628
|
|
|
57,236
|
|
|
54,974
|
|
|
51,378
|
|
|||||
Fees from processing services
|
17,989
|
|
|
22,821
|
|
|
34,816
|
|
|
30,487
|
|
|
29,097
|
|
|||||
Securities gains
|
29,096
|
|
|
—
|
|
|
2,277
|
|
|
(288
|
)
|
|
1,952
|
|
|||||
Other service charges and fees
|
17,760
|
|
|
15,696
|
|
|
14,239
|
|
|
22,647
|
|
|
20,820
|
|
|||||
Mortgage income
|
5,828
|
|
|
11,065
|
|
|
8,072
|
|
|
6,597
|
|
|
9,699
|
|
|||||
Insurance commissions
|
11,129
|
|
|
10,694
|
|
|
9,974
|
|
|
9,165
|
|
|
8,650
|
|
|||||
ATM income
|
5,388
|
|
|
5,026
|
|
|
5,279
|
|
|
6,020
|
|
|
6,656
|
|
|||||
Adjustments to FDIC receivable and payable for loss share agreements
|
(32,151
|
)
|
|
(72,342
|
)
|
|
(101,594
|
)
|
|
(19,305
|
)
|
|
(46,806
|
)
|
|||||
Recoveries of acquired loans previously charged off
|
16,159
|
|
|
29,699
|
|
|
10,489
|
|
|
13,533
|
|
|
—
|
|
|||||
Other
(1)
|
13,118
|
|
|
20,050
|
|
|
(5,570
|
)
|
|
18,045
|
|
|
10,063
|
|
|||||
Total noninterest income
(1)
|
$
|
340,426
|
|
|
$
|
267,382
|
|
|
$
|
192,254
|
|
|
$
|
466,889
|
|
|
$
|
408,846
|
|
|
Year ended December 31
|
||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Salaries and wages
|
$
|
349,279
|
|
|
$
|
308,936
|
|
|
$
|
307,036
|
|
|
$
|
307,667
|
|
|
$
|
297,708
|
|
Employee benefits
|
79,898
|
|
|
90,479
|
|
|
78,861
|
|
|
72,495
|
|
|
64,691
|
|
|||||
Occupancy expense
|
86,775
|
|
|
75,713
|
|
|
74,798
|
|
|
74,832
|
|
|
72,766
|
|
|||||
Equipment expense
|
79,084
|
|
|
75,538
|
|
|
74,822
|
|
|
69,951
|
|
|
66,894
|
|
|||||
Merchant processing
|
39,874
|
|
|
35,279
|
|
|
33,313
|
|
|
37,196
|
|
|
35,663
|
|
|||||
FDIC insurance expense
|
12,979
|
|
|
10,175
|
|
|
10,656
|
|
|
16,459
|
|
|
23,167
|
|
|||||
Foreclosure-related expenses
|
17,368
|
|
|
17,134
|
|
|
40,654
|
|
|
46,133
|
|
|
20,439
|
|
|||||
Cardholder processing
|
11,950
|
|
|
9,892
|
|
|
11,816
|
|
|
11,418
|
|
|
11,102
|
|
|||||
Collection
|
11,595
|
|
|
21,209
|
|
|
25,591
|
|
|
23,237
|
|
|
20,485
|
|
|||||
Processing fees paid to third parties
|
17,089
|
|
|
15,095
|
|
|
14,454
|
|
|
16,336
|
|
|
13,327
|
|
|||||
Cardholder reward programs
|
11,435
|
|
|
10,154
|
|
|
4,325
|
|
|
11,780
|
|
|
11,624
|
|
|||||
Telecommunications
|
10,834
|
|
|
10,033
|
|
|
11,131
|
|
|
12,131
|
|
|
11,328
|
|
|||||
Consultant
|
10,168
|
|
|
9,670
|
|
|
3,914
|
|
|
3,021
|
|
|
2,484
|
|
|||||
Advertising
|
11,461
|
|
|
8,286
|
|
|
3,897
|
|
|
7,957
|
|
|
8,301
|
|
|||||
Merger-related expenses
|
13,064
|
|
|
391
|
|
|
791
|
|
|
1,107
|
|
|
1,729
|
|
|||||
Other
|
83,436
|
|
|
73,396
|
|
|
70,874
|
|
|
81,205
|
|
|
71,668
|
|
|||||
Total noninterest expense
|
$
|
846,289
|
|
|
$
|
771,380
|
|
|
$
|
766,933
|
|
|
$
|
792,925
|
|
|
$
|
733,376
|
|
|
December 31
|
|||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||
|
|
|
|
|
Average maturity
(Yrs./mos.)
|
|
Taxable equivalent yield
|
|
|
|
|
|
|
|
|
|||||||||||||
(Dollars in thousands)
|
Cost
|
|
Fair value
|
|
|
|
Cost
|
|
Fair value
|
|
Cost
|
|
Fair value
|
|||||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Within one year
|
$
|
88,174
|
|
|
$
|
88,197
|
|
|
0/2
|
|
1.69
|
%
|
|
$
|
245,510
|
|
|
$
|
245,667
|
|
|
$
|
576,101
|
|
|
$
|
576,393
|
|
One to five years
|
2,538,726
|
|
|
2,541,473
|
|
|
2/1
|
|
0.96
|
|
|
127,713
|
|
|
127,770
|
|
|
247,140
|
|
|
247,239
|
|
||||||
Total
|
2,626,900
|
|
|
2,629,670
|
|
|
2/1
|
|
0.98
|
|
|
373,223
|
|
|
373,437
|
|
|
823,241
|
|
|
823,632
|
|
||||||
Government agency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Within one year
|
359,567
|
|
|
359,669
|
|
|
0/6
|
|
0.60
|
|
|
594,446
|
|
|
595,216
|
|
|
1,708,572
|
|
|
1,709,520
|
|
||||||
One to five years
|
548,795
|
|
|
549,148
|
|
|
1/8
|
|
1.14
|
|
|
1,948,777
|
|
|
1,949,013
|
|
|
1,343,468
|
|
|
1,345,684
|
|
||||||
Total
|
908,362
|
|
|
908,817
|
|
|
1/3
|
|
0.93
|
|
|
2,543,223
|
|
|
2,544,229
|
|
|
3,052,040
|
|
|
3,055,204
|
|
||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Within one year
|
47,169
|
|
|
47,317
|
|
|
0/7
|
|
0.94
|
|
|
10,703
|
|
|
10,743
|
|
|
3,397
|
|
|
3,456
|
|
||||||
One to five years
|
3,458,197
|
|
|
3,461,950
|
|
|
3/6
|
|
2.07
|
|
|
2,221,351
|
|
|
2,192,285
|
|
|
732,614
|
|
|
736,284
|
|
||||||
Five to ten years
|
122,821
|
|
|
124,037
|
|
|
5/11
|
|
3.10
|
|
|
254,243
|
|
|
243,845
|
|
|
193,500
|
|
|
195,491
|
|
||||||
Over ten years
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385,700
|
|
|
394,426
|
|
||||||
Total
|
3,628,187
|
|
|
3,633,304
|
|
|
3/6
|
|
2.09
|
|
|
2,486,297
|
|
|
2,446,873
|
|
|
1,315,211
|
|
|
1,329,657
|
|
||||||
Municipal securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Within one year
|
125
|
|
|
126
|
|
|
0/3
|
|
8.15
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
490
|
|
||||||
One to five years
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
186
|
|
|
187
|
|
|
—
|
|
|
—
|
|
||||||
Five to ten years
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||||
Total
|
125
|
|
|
126
|
|
|
0/3
|
|
8.15
|
|
|
186
|
|
|
187
|
|
|
546
|
|
|
550
|
|
||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
One to five years
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
863
|
|
|
830
|
|
|
838
|
|
|
820
|
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
543
|
|
|
22,147
|
|
|
543
|
|
|
16,365
|
|
||||||
Total investment securities available for sale
|
7,163,574
|
|
|
7,171,917
|
|
|
|
|
|
|
5,404,335
|
|
|
5,387,703
|
|
|
5,192,419
|
|
|
5,226,228
|
|
|||||||
Investment securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Within one year
|
416
|
|
|
433
|
|
|
0/10
|
|
5.58
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
One to five years
|
102
|
|
|
111
|
|
|
4/5
|
|
6.60
|
|
|
831
|
|
|
891
|
|
|
1,242
|
|
|
1,309
|
|
||||||
Five to ten years
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
74
|
|
|
81
|
|
|
18
|
|
|
11
|
|
||||||
Over ten years
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
128
|
|
||||||
Total investment securities held to maturity
|
518
|
|
|
544
|
|
|
1/7
|
|
5.79
|
|
|
907
|
|
|
974
|
|
|
1,342
|
|
|
1,448
|
|
||||||
Total investment securities
|
$
|
7,164,092
|
|
|
$
|
7,172,461
|
|
|
|
|
|
|
$
|
5,405,242
|
|
|
$
|
5,388,677
|
|
|
$
|
5,193,761
|
|
|
$
|
5,227,676
|
|
|
December 31, 2014
|
||||||
(Dollars in thousands)
|
Cost
|
|
Fair Value
|
||||
Federal Farm Credit Bank
|
$
|
333,923
|
|
|
$
|
334,158
|
|
Federal Home Loan Bank
|
570,510
|
|
|
570,732
|
|
||
Federal Home Loan Mortgage Corporation
|
1,219,183
|
|
|
1,219,519
|
|
||
Federal National Mortgage Association
|
$
|
1,722,969
|
|
|
$
|
1,723,469
|
|
|
December 31
|
||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Non-PCI loans and leases
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
$
|
550,568
|
|
|
$
|
319,847
|
|
|
$
|
309,190
|
|
|
$
|
381,163
|
|
|
$
|
338,929
|
|
Commercial mortgage
|
7,552,948
|
|
|
6,362,490
|
|
|
6,029,435
|
|
|
5,850,245
|
|
|
5,505,436
|
|
|||||
Other commercial real estate
|
244,875
|
|
|
178,754
|
|
|
160,980
|
|
|
144,771
|
|
|
149,710
|
|
|||||
Commercial and industrial
|
1,988,934
|
|
|
1,081,158
|
|
|
1,038,530
|
|
|
1,019,155
|
|
|
1,101,916
|
|
|||||
Lease financing
|
571,916
|
|
|
381,763
|
|
|
330,679
|
|
|
312,869
|
|
|
301,289
|
|
|||||
Other
|
353,833
|
|
|
175,336
|
|
|
125,681
|
|
|
158,369
|
|
|
182,015
|
|
|||||
Total commercial loans
|
11,263,074
|
|
|
8,499,348
|
|
|
7,994,495
|
|
|
7,866,572
|
|
|
7,579,295
|
|
|||||
Noncommercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
2,520,542
|
|
|
982,421
|
|
|
822,889
|
|
|
784,118
|
|
|
878,792
|
|
|||||
Revolving mortgage
|
2,561,800
|
|
|
2,113,285
|
|
|
2,210,133
|
|
|
2,296,306
|
|
|
2,233,853
|
|
|||||
Construction and land development
|
120,097
|
|
|
122,792
|
|
|
131,992
|
|
|
137,271
|
|
|
192,954
|
|
|||||
Consumer
|
1,117,454
|
|
|
386,452
|
|
|
416,606
|
|
|
497,370
|
|
|
595,683
|
|
|||||
Total noncommercial loans
|
6,319,893
|
|
|
3,604,950
|
|
|
3,581,620
|
|
|
3,715,065
|
|
|
3,901,282
|
|
|||||
Total non-PCI loans and leases
|
$
|
17,582,967
|
|
|
$
|
12,104,298
|
|
|
$
|
11,576,115
|
|
|
$
|
11,581,637
|
|
|
$
|
11,480,577
|
|
PCI loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
$
|
78,079
|
|
|
$
|
78,915
|
|
|
$
|
237,906
|
|
|
$
|
338,873
|
|
|
$
|
368,420
|
|
Commercial mortgage
|
577,518
|
|
|
642,891
|
|
|
1,054,473
|
|
|
1,260,589
|
|
|
1,089,064
|
|
|||||
Other commercial real estate
|
40,193
|
|
|
41,381
|
|
|
107,119
|
|
|
158,394
|
|
|
210,661
|
|
|||||
Commercial and industrial
|
27,254
|
|
|
17,254
|
|
|
49,463
|
|
|
113,442
|
|
|
132,477
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|||||
Other
|
3,079
|
|
|
866
|
|
|
1,074
|
|
|
1,330
|
|
|
1,510
|
|
|||||
Total commercial loans
|
726,123
|
|
|
781,307
|
|
|
1,450,035
|
|
|
1,872,685
|
|
|
1,802,132
|
|
|||||
Noncommercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
382,340
|
|
|
213,851
|
|
|
297,926
|
|
|
327,568
|
|
|
74,495
|
|
|||||
Revolving mortgage
|
74,109
|
|
|
30,834
|
|
|
38,710
|
|
|
51,552
|
|
|
17,866
|
|
|||||
Construction and land development
|
912
|
|
|
2,583
|
|
|
20,793
|
|
|
105,536
|
|
|
105,805
|
|
|||||
Consumer
|
3,014
|
|
|
851
|
|
|
1,771
|
|
|
4,811
|
|
|
7,154
|
|
|||||
Total noncommercial loans
|
460,375
|
|
|
248,119
|
|
|
359,200
|
|
|
489,467
|
|
|
205,320
|
|
|||||
Total PCI loans
|
1,186,498
|
|
|
1,029,426
|
|
|
1,809,235
|
|
|
2,362,152
|
|
|
2,007,452
|
|
|||||
Total loans and leases
|
18,769,465
|
|
|
13,133,724
|
|
|
13,385,350
|
|
|
13,943,789
|
|
|
13,488,029
|
|
|||||
Less allowance for loan and lease losses
|
204,466
|
|
|
233,394
|
|
|
319,018
|
|
|
270,144
|
|
|
227,765
|
|
|||||
Net loans and leases
|
$
|
18,564,999
|
|
|
$
|
12,900,330
|
|
|
$
|
13,066,332
|
|
|
$
|
13,673,645
|
|
|
$
|
13,260,264
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Allowance for loan and lease losses at beginning of period
|
$
|
233,394
|
|
|
$
|
319,018
|
|
|
$
|
270,144
|
|
|
$
|
227,765
|
|
|
$
|
172,282
|
|
Adjustment resulting from adoption of change in accounting for QSPEs and controlling financial interests, effective January 1, 2010
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|||||
Reclassification
(1)
|
—
|
|
|
7,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for loan and lease losses
|
640
|
|
|
(32,255
|
)
|
|
142,885
|
|
|
232,277
|
|
|
143,519
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
(2,770
|
)
|
|
(11,609
|
)
|
|
(18,213
|
)
|
|
(47,621
|
)
|
|
(15,656
|
)
|
|||||
Commercial mortgage
|
(13,015
|
)
|
|
(20,401
|
)
|
|
(30,590
|
)
|
|
(56,880
|
)
|
|
(12,496
|
)
|
|||||
Other commercial real estate
|
106
|
|
|
(1,243
|
)
|
|
(1,510
|
)
|
|
(29,087
|
)
|
|
(4,562
|
)
|
|||||
Commercial and industrial
|
(5,026
|
)
|
|
(8,877
|
)
|
|
(13,914
|
)
|
|
(11,994
|
)
|
|
(22,343
|
)
|
|||||
Lease financing
|
(100
|
)
|
|
(272
|
)
|
|
(361
|
)
|
|
(579
|
)
|
|
(1,825
|
)
|
|||||
Other
|
(13
|
)
|
|
(6
|
)
|
|
(28
|
)
|
|
(89
|
)
|
|
—
|
|
|||||
Total commercial loans
|
(20,818
|
)
|
|
(42,408
|
)
|
|
(64,616
|
)
|
|
(146,250
|
)
|
|
(56,882
|
)
|
|||||
Noncommercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
(1,666
|
)
|
|
(4,935
|
)
|
|
(8,929
|
)
|
|
(11,289
|
)
|
|
(1,851
|
)
|
|||||
Revolving mortgage
|
(5,227
|
)
|
|
(6,460
|
)
|
|
(12,460
|
)
|
|
(13,940
|
)
|
|
(7,640
|
)
|
|||||
Construction and land development
|
(222
|
)
|
|
(3,827
|
)
|
|
(3,932
|
)
|
|
(12,529
|
)
|
|
(9,423
|
)
|
|||||
Consumer
|
(9,837
|
)
|
|
(10,396
|
)
|
|
(10,541
|
)
|
|
(12,832
|
)
|
|
(19,520
|
)
|
|||||
Total noncommercial loans
|
(16,952
|
)
|
|
(25,618
|
)
|
|
(35,862
|
)
|
|
(50,590
|
)
|
|
(38,434
|
)
|
|||||
Total charge-offs
|
(37,770
|
)
|
|
(68,026
|
)
|
|
(100,478
|
)
|
|
(196,840
|
)
|
|
(95,316
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
207
|
|
|
1,039
|
|
|
445
|
|
|
607
|
|
|
—
|
|
|||||
Commercial mortgage
|
2,825
|
|
|
996
|
|
|
1,626
|
|
|
1,028
|
|
|
433
|
|
|||||
Other commercial real estate
|
124
|
|
|
109
|
|
|
14
|
|
|
502
|
|
|
—
|
|
|||||
Commercial and industrial
|
938
|
|
|
1,213
|
|
|
781
|
|
|
1,037
|
|
|
2,605
|
|
|||||
Lease financing
|
110
|
|
|
107
|
|
|
96
|
|
|
133
|
|
|
254
|
|
|||||
Other
|
—
|
|
|
1
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|||||
Total commercial loans
|
4,204
|
|
|
3,465
|
|
|
2,966
|
|
|
3,309
|
|
|
3,292
|
|
|||||
Noncommercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
191
|
|
|
559
|
|
|
671
|
|
|
1,083
|
|
|
89
|
|
|||||
Revolving mortgage
|
854
|
|
|
660
|
|
|
698
|
|
|
653
|
|
|
425
|
|
|||||
Construction and land development
|
84
|
|
|
209
|
|
|
180
|
|
|
219
|
|
|
81
|
|
|||||
Consumer
|
2,869
|
|
|
2,396
|
|
|
1,952
|
|
|
1,678
|
|
|
2,712
|
|
|||||
Total noncommercial loans
|
3,998
|
|
|
3,824
|
|
|
3,501
|
|
|
3,633
|
|
|
3,307
|
|
|||||
Total recoveries
|
8,202
|
|
|
7,289
|
|
|
6,467
|
|
|
6,942
|
|
|
6,599
|
|
|||||
Net charge-offs
|
(29,568
|
)
|
|
(60,737
|
)
|
|
(94,011
|
)
|
|
(189,898
|
)
|
|
(88,717
|
)
|
|||||
Allowance for loan and lease losses at end of period
|
$
|
204,466
|
|
|
$
|
233,394
|
|
|
$
|
319,018
|
|
|
$
|
270,144
|
|
|
$
|
227,765
|
|
Average loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
1,195,238
|
|
|
$
|
1,403,341
|
|
|
$
|
1,991,091
|
|
|
$
|
2,484,482
|
|
|
$
|
2,227,234
|
|
Non-PCI
|
13,624,888
|
|
|
11,760,402
|
|
|
11,569,682
|
|
|
11,565,971
|
|
|
11,638,581
|
|
|||||
Loans and leases at period end:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
1,186,498
|
|
|
1,029,426
|
|
|
1,809,235
|
|
|
2,362,152
|
|
|
2,007,452
|
|
|||||
Non-PCI
|
17,582,967
|
|
|
12,104,298
|
|
|
11,576,115
|
|
|
11,581,637
|
|
|
11,480,577
|
|
|||||
Allowance for loan and lease losses allocated to loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
21,629
|
|
|
$
|
53,520
|
|
|
$
|
139,972
|
|
|
$
|
89,261
|
|
|
$
|
51,248
|
|
Non-PCI
|
182,837
|
|
|
179,874
|
|
|
179,046
|
|
|
180,883
|
|
|
176,517
|
|
|||||
Total
|
$
|
204,466
|
|
|
$
|
233,394
|
|
|
$
|
319,018
|
|
|
$
|
270,144
|
|
|
$
|
227,765
|
|
Provision for loan and lease losses related to balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
(14,620
|
)
|
|
$
|
(51,544
|
)
|
|
$
|
100,839
|
|
|
$
|
174,478
|
|
|
$
|
86,872
|
|
Non-PCI
|
15,260
|
|
|
19,289
|
|
|
42,046
|
|
|
57,799
|
|
|
56,647
|
|
|||||
Total
|
$
|
640
|
|
|
$
|
(32,255
|
)
|
|
$
|
142,885
|
|
|
$
|
232,277
|
|
|
$
|
143,519
|
|
Net charge-offs of loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
17,271
|
|
|
$
|
34,908
|
|
|
$
|
50,128
|
|
|
$
|
136,465
|
|
|
$
|
39,124
|
|
Non-PCI
|
12,297
|
|
|
25,829
|
|
|
43,883
|
|
|
53,433
|
|
|
49,593
|
|
|||||
Total
|
$
|
29,568
|
|
|
$
|
60,737
|
|
|
$
|
94,011
|
|
|
$
|
189,898
|
|
|
$
|
88,717
|
|
Reserve for unfunded commitments
(1)
|
$
|
333
|
|
|
$
|
357
|
|
|
$
|
7,692
|
|
|
$
|
7,789
|
|
|
$
|
7,246
|
|
Net charge-offs to average loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
1.44
|
%
|
|
2.49
|
%
|
|
2.52
|
%
|
|
5.49
|
%
|
|
1.76
|
%
|
|||||
Non-PCI
|
0.09
|
|
|
0.22
|
|
|
0.38
|
|
|
0.46
|
|
|
0.43
|
|
|||||
Total
|
0.20
|
|
|
0.46
|
|
|
0.69
|
|
|
1.35
|
|
|
0.64
|
|
|||||
Allowance for loan and lease losses to total loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
1.82
|
|
|
5.20
|
|
|
7.74
|
|
|
3.78
|
|
|
2.55
|
|
|||||
Non-PCI
|
1.04
|
|
|
1.49
|
|
|
1.55
|
|
|
1.56
|
|
|
1.54
|
|
|||||
Total
|
1.09
|
|
|
1.78
|
|
|
2.38
|
|
|
1.94
|
|
|
1.69
|
|
|
December 31
|
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||||||||
(dollars in thousands)
|
Allowance
for loan and lease losses |
|
Percent
of loans to total loans |
|
Allowance
for loan and lease losses |
|
Percent
of loans to total loans |
|
Allowance
for loan and lease losses |
|
Percent
of loans to total loans |
|
Allowance
for loan and lease losses |
|
Percent
of loans to total loans |
|
Allowance
for loan and lease losses |
|
Percent
of loans to total loans |
|
||||||||||
Allowance for loan and lease losses allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-PCI loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development - commercial
|
$
|
11,961
|
|
|
2.9
|
%
|
$
|
10,335
|
|
|
2.4
|
%
|
$
|
6,031
|
|
|
2.3
|
%
|
$
|
5,467
|
|
|
2.7
|
%
|
$
|
10,512
|
|
|
2.5
|
%
|
Commercial mortgage
|
85,189
|
|
|
40.3
|
|
100,257
|
|
|
48.5
|
|
80,229
|
|
|
45.0
|
|
67,486
|
|
|
36.6
|
|
64,772
|
|
|
35.1
|
|
|||||
Other commercial real estate
|
732
|
|
|
1.3
|
|
1,009
|
|
|
1.4
|
|
2,059
|
|
|
1.2
|
|
2,169
|
|
|
1.0
|
|
2,200
|
|
|
1.1
|
|
|||||
Commercial and industrial
|
30,727
|
|
|
10.6
|
|
22,362
|
|
|
8.2
|
|
14,050
|
|
|
7.8
|
|
23,723
|
|
|
12.7
|
|
24,089
|
|
|
13.9
|
|
|||||
Lease financing
|
4,286
|
|
|
3.0
|
|
4,749
|
|
|
2.9
|
|
3,521
|
|
|
2.5
|
|
3,288
|
|
|
2.2
|
|
3,384
|
|
|
2.2
|
|
|||||
Other
|
3,184
|
|
|
1.9
|
|
190
|
|
|
1.3
|
|
1,175
|
|
|
0.9
|
|
1,315
|
|
|
1.2
|
|
1,473
|
|
|
1.4
|
|
|||||
Total commercial
|
136,079
|
|
|
60.0
|
|
138,902
|
|
|
64.7
|
|
107,065
|
|
|
59.7
|
|
103,448
|
|
|
56.4
|
|
106,430
|
|
|
56.2
|
|
|||||
Noncommercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
10,661
|
|
|
13.4
|
|
10,511
|
|
|
7.5
|
|
3,836
|
|
|
6.1
|
|
8,879
|
|
|
5.6
|
|
7,009
|
|
|
6.5
|
|
|||||
Revolving mortgage
|
18,650
|
|
|
13.7
|
|
16,239
|
|
|
16.1
|
|
25,185
|
|
|
16.6
|
|
27,045
|
|
|
16.5
|
|
18,016
|
|
|
16.6
|
|
|||||
Construction and land development - noncommercial
|
892
|
|
|
0.6
|
|
681
|
|
|
1.0
|
|
1,721
|
|
|
1.0
|
|
1,427
|
|
|
1.0
|
|
1,751
|
|
|
1.4
|
|
|||||
Consumer
|
16,555
|
|
|
6.0
|
|
13,541
|
|
|
2.9
|
|
25,389
|
|
|
3.1
|
|
25,962
|
|
|
3.6
|
|
29,448
|
|
|
4.4
|
|
|||||
Total noncommercial
|
46,758
|
|
|
33.7
|
|
40,972
|
|
|
27.5
|
|
56,131
|
|
|
26.8
|
|
63,313
|
|
|
26.7
|
|
56,224
|
|
|
28.9
|
|
|||||
Nonspecific
(1)
|
—
|
|
|
|
|
—
|
|
|
|
|
15,850
|
|
|
|
|
14,122
|
|
|
|
|
13,863
|
|
|
|
|
|||||
Total allowance for non-PCI loan and lease losses
|
182,837
|
|
|
93.7
|
|
179,874
|
|
|
92.2
|
|
179,046
|
|
|
86.5
|
|
180,883
|
|
|
83.1
|
|
176,517
|
|
|
85.1
|
|
|||||
PCI loans
|
21,629
|
|
|
6.3
|
|
53,520
|
|
|
7.8
|
|
139,972
|
|
|
13.5
|
|
51,248
|
|
|
16.9
|
|
51,248
|
|
|
14.9
|
|
|||||
Total allowance for loan and lease losses
|
$
|
204,466
|
|
|
100.0
|
%
|
$
|
233,394
|
|
|
100.0
|
%
|
$
|
319,018
|
|
|
100.0
|
%
|
$
|
232,131
|
|
|
100.0
|
%
|
$
|
227,765
|
|
|
100.0
|
%
|
|
December 31
|
||||||||||||||||||
(Dollars in thousands, except ratios)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Nonaccrual loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Covered under loss share agreements
|
$
|
27,020
|
|
|
$
|
28,493
|
|
|
$
|
74,479
|
|
|
$
|
302,102
|
|
|
$
|
160,024
|
|
Not covered under loss share agreements
|
50,407
|
|
|
53,170
|
|
|
89,845
|
|
|
52,741
|
|
|
78,814
|
|
|||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Covered
|
22,982
|
|
|
47,081
|
|
|
102,577
|
|
|
148,599
|
|
|
112,748
|
|
|||||
Noncovered
|
70,454
|
|
|
36,898
|
|
|
43,513
|
|
|
50,399
|
|
|
52,842
|
|
|||||
Total nonperforming assets
|
$
|
170,863
|
|
|
$
|
165,642
|
|
|
$
|
310,414
|
|
|
$
|
553,841
|
|
|
$
|
404,428
|
|
Nonperforming assets covered
|
50,002
|
|
|
75,574
|
|
|
177,056
|
|
|
450,701
|
|
|
272,772
|
|
|||||
Nonperforming assets not covered
|
120,861
|
|
|
90,068
|
|
|
133,358
|
|
|
103,140
|
|
|
131,656
|
|
|||||
Total nonperforming assets
|
$
|
170,863
|
|
|
$
|
165,642
|
|
|
$
|
310,414
|
|
|
$
|
553,841
|
|
|
$
|
404,428
|
|
Loans and leases at December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Covered
|
$
|
485,308
|
|
|
$
|
1,029,426
|
|
|
$
|
1,809,235
|
|
|
$
|
2,362,152
|
|
|
$
|
2,007,452
|
|
Noncovered
|
18,284,157
|
|
|
12,104,298
|
|
|
11,576,115
|
|
|
11,581,637
|
|
|
11,480,577
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing loans and leases 90 days or more past due
|
115,680
|
|
|
202,676
|
|
|
292,272
|
|
|
307,034
|
|
|
320,621
|
|
|||||
Ratio of nonperforming assets to total loans, leases, and other real estate owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Covered
|
9.84
|
%
|
|
7.02
|
%
|
|
9.26
|
%
|
|
17.95
|
%
|
|
12.87
|
%
|
|||||
Noncovered
|
0.66
|
|
|
0.74
|
|
|
1.15
|
|
|
0.89
|
|
|
1.14
|
|
|||||
Ratio of nonperforming assets to total loans, leases, and other real estate owned
|
0.91
|
|
|
1.25
|
|
|
2.29
|
|
|
3.92
|
|
|
2.96
|
|
|||||
Interest income recognized on nonperforming loans and leases
|
1,364
|
|
|
2,062
|
|
|
10,374
|
|
|
8,589
|
|
|
9,922
|
|
|
December 31
|
||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Accruing TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
44,647
|
|
|
$
|
90,829
|
|
|
$
|
164,256
|
|
|
$
|
126,240
|
|
|
$
|
56,398
|
|
Non-PCI
|
91,316
|
|
|
85,126
|
|
|
89,133
|
|
|
123,796
|
|
|
64,995
|
|
|||||
Total accruing TDRs
|
$
|
135,963
|
|
|
$
|
175,955
|
|
|
$
|
253,389
|
|
|
$
|
250,036
|
|
|
$
|
121,393
|
|
Nonaccruing TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
2,225
|
|
|
$
|
11,479
|
|
|
$
|
28,951
|
|
|
$
|
43,491
|
|
|
$
|
12,364
|
|
Non-PCI
|
13,291
|
|
|
19,322
|
|
|
50,830
|
|
|
29,534
|
|
|
41,774
|
|
|||||
Total nonaccruing TDRs
|
$
|
15,516
|
|
|
$
|
30,801
|
|
|
$
|
79,781
|
|
|
$
|
73,025
|
|
|
$
|
54,138
|
|
All TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
PCI
|
$
|
46,872
|
|
|
$
|
102,308
|
|
|
$
|
193,207
|
|
|
$
|
169,731
|
|
|
$
|
68,762
|
|
Non-PCI
|
104,607
|
|
|
104,448
|
|
|
139,963
|
|
|
153,330
|
|
|
106,769
|
|
|||||
Total TDRs
|
$
|
151,479
|
|
|
$
|
206,756
|
|
|
$
|
333,170
|
|
|
$
|
323,061
|
|
|
$
|
175,531
|
|
|
December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Demand
|
$
|
8,086,784
|
|
|
$
|
5,241,817
|
|
|
$
|
4,885,700
|
|
Checking with interest
|
4,560,565
|
|
|
2,445,972
|
|
|
2,363,317
|
|
|||
Money market accounts
|
8,319,569
|
|
|
6,306,942
|
|
|
6,357,309
|
|
|||
Savings
|
1,204,514
|
|
|
1,004,097
|
|
|
905,456
|
|
|||
Time
|
3,507,145
|
|
|
2,875,238
|
|
|
3,574,243
|
|
|||
Total deposits
|
$
|
25,678,577
|
|
|
$
|
17,874,066
|
|
|
$
|
18,086,025
|
|
(dollars in thousands)
|
December 31, 2014
|
||
Time deposits maturing in:
|
|
||
Three months or less
|
$
|
386,155
|
|
Over three months through six months
|
215,260
|
|
|
Over six months through 12 months
|
295,507
|
|
|
More than 12 months
|
497,902
|
|
|
Total
|
$
|
1,394,824
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
(dollars in thousands)
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Master notes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31
|
$
|
410,258
|
|
|
0.35
|
%
|
|
$
|
411,907
|
|
|
0.42
|
%
|
|
$
|
399,047
|
|
|
0.47
|
%
|
Average during year
|
479,937
|
|
|
0.34
|
|
|
463,933
|
|
|
0.4
|
|
|
450,269
|
|
|
0.46
|
|
|||
Maximum month-end balance during year
|
544,084
|
|
|
|
|
487,126
|
|
|
|
|
477,997
|
|
|
|
||||||
Repurchase agreements
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31
|
294,426
|
|
|
0.25
|
|
|
96,960
|
|
|
0.34
|
|
|
111,907
|
|
|
0.29
|
|
|||
Average during year
|
159,696
|
|
|
0.22
|
|
|
108,612
|
|
|
0.29
|
|
|
143,140
|
|
|
0.35
|
|
|||
Maximum month-end balance during year
|
328,452
|
|
|
|
|
120,167
|
|
|
|
|
171,967
|
|
|
|
||||||
Federal funds purchased
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31
|
2,551
|
|
|
0.12
|
|
|
2,551
|
|
|
0.13
|
|
|
2,551
|
|
|
0.25
|
|
|||
Average during year
|
2,551
|
|
|
0.13
|
|
|
2,551
|
|
|
0.13
|
|
|
2,551
|
|
|
0.13
|
|
|||
Maximum month-end balance during year
|
2,551
|
|
|
|
|
2,551
|
|
|
|
|
2,551
|
|
|
|
||||||
Notes payable to Federal Home Loan Banks
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31
|
80,000
|
|
|
3.34
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
3.33
|
|
|||
Average during year
|
57,507
|
|
|
2.77
|
|
|
21,329
|
|
|
2.60
|
|
|
74,356
|
|
|
3.69
|
|
|||
Maximum month-end balance during year
|
80,000
|
|
|
|
|
25,000
|
|
|
|
|
82,000
|
|
|
|
||||||
Subordinated notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31
|
199,949
|
|
|
5.96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Average during year
|
92,179
|
|
|
3.22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Maximum month-end balance during year
|
199,949
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
(Dollars in thousands)
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|
Regulatory
minimum |
|
Well-capitalized requirement
|
||||||||
Tier 1 capital
(1)
|
$
|
2,690,324
|
|
|
$
|
2,103,926
|
|
|
$
|
1,945,602
|
|
|
|
|
|
||
Tier 2 capital
(1)
|
213,799
|
|
|
211,653
|
|
|
229,385
|
|
|
|
|
|
|||||
Total capital
(1)
|
$
|
2,904,123
|
|
|
$
|
2,315,579
|
|
|
$
|
2,174,987
|
|
|
|
|
|
||
Risk-adjusted assets
(1)
|
$
|
19,770,656
|
|
|
$
|
14,129,065
|
|
|
$
|
13,658,970
|
|
|
|
|
|
||
Risk-based capital ratios
(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital
|
13.61
|
%
|
|
14.89
|
%
|
|
14.24
|
%
|
|
4.00
|
%
|
|
6.00
|
%
|
|||
Total capital
|
14.69
|
|
|
16.39
|
|
|
15.92
|
|
|
8.00
|
|
|
10.00
|
|
|||
Tier 1 leverage ratio
|
8.91
|
|
|
9.80
|
|
|
9.21
|
|
|
3.00
|
|
|
5.00
|
|
(Dollars in thousands)
|
December 31, 2014
|
||
Tier 1 capital
|
$
|
2,690,324
|
|
Less: restricted core capital
|
128,500
|
|
|
Tier 1 common equity
|
$
|
2,561,824
|
|
Risk-adjusted assets
|
$
|
19,770,656
|
|
|
|
||
Tier 1 common equity ratio
|
12.96
|
%
|
|
December 31, 2014
|
Collateral location
|
Percent of real estate secured loans with collateral located in the state
|
North Carolina
|
41.8%
|
South Carolina
|
21.1
|
Virginia
|
7.7
|
California
|
7.4
|
Georgia
|
5.4
|
Florida
|
3.9
|
Washington
|
2.3
|
Tennessee
|
2.0
|
Texas
|
1.9
|
All other locations
|
6.5
|
|
Estimated increase in net interest income
|
||||
Change in interest rate (basis point)
|
December 31, 2014
|
|
December 31, 2013
|
||
+100
|
2.90
|
%
|
|
2.95
|
%
|
+200
|
4.10
|
|
|
4.56
|
|
+300
|
2.40
|
|
|
3.62
|
|
|
Estimated increase (decrease) in EVE
|
||||
Change in interest rate (basis point)
|
December 31, 2014
|
|
December 31, 2013
|
||
+100
|
2.80
|
%
|
|
2.68
|
%
|
+200
|
2.20
|
|
|
0.70
|
|
+300
|
(0.90
|
)
|
|
(3.05
|
)
|
|
At December 31, 2014, maturing
|
||||||||||||||
(Dollars in thousands)
|
Within
One Year |
|
One to Five
Years |
|
After
Five Years |
|
Total
|
||||||||
Loans and leases:
|
|
|
|
|
|
|
|
||||||||
Secured by real estate
|
$
|
1,216,884
|
|
|
$
|
4,883,352
|
|
|
$
|
8,603,745
|
|
|
$
|
14,703,981
|
|
Commercial and industrial
|
602,226
|
|
|
807,123
|
|
|
606,839
|
|
|
2,016,188
|
|
||||
Other
|
453,726
|
|
|
1,042,181
|
|
|
553,389
|
|
|
2,049,296
|
|
||||
Total loans and leases
|
2,272,836
|
|
|
6,732,656
|
|
|
9,763,973
|
|
|
18,769,465
|
|
||||
Loans maturing after one year with:
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
|
$
|
5,671,946
|
|
|
$
|
6,734,743
|
|
|
$
|
12,406,689
|
|
||
Floating or adjustable rates
|
|
|
1,060,710
|
|
|
3,029,230
|
|
|
4,089,940
|
|
|||||
Total
|
|
|
$
|
6,732,656
|
|
|
$
|
9,763,973
|
|
|
$
|
16,496,629
|
|
•
|
Tactical liquidity measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon out to nine weeks;
|
•
|
Structural liquidity measures the amount by which illiquid assets are supported by long-term funding; and
|
•
|
Contingent liquidity utilizes cash flow stress testing across three crisis scenarios to determine the adequacy of our liquidity.
|
Type of obligation
|
Payments due by period
|
||||||||||||||||||
(Dollars in thousands)
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
Thereafter
|
|
Total
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
2,423,786
|
|
|
$
|
942,480
|
|
|
$
|
140,879
|
|
|
$
|
—
|
|
|
$
|
3,507,145
|
|
Short-term borrowings
|
987,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
987,184
|
|
|||||
Long-term obligations
|
147
|
|
|
10,725
|
|
|
136,104
|
|
|
204,344
|
|
|
351,320
|
|
|||||
Operating leases
|
16,834
|
|
|
20,061
|
|
|
10,719
|
|
|
40,112
|
|
|
87,726
|
|
|||||
Estimated payment to FDIC due to claw-back provisions under loss share agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
145,997
|
|
|
145,997
|
|
|||||
Total contractual obligations
|
$
|
3,427,951
|
|
|
$
|
973,266
|
|
|
$
|
287,702
|
|
|
$
|
390,453
|
|
|
$
|
5,079,372
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan commitments
|
$
|
3,140,020
|
|
|
$
|
802,813
|
|
|
$
|
464,494
|
|
|
$
|
2,784,527
|
|
|
$
|
7,191,854
|
|
Standby letters of credit
|
69,734
|
|
|
7,032
|
|
|
124
|
|
|
484
|
|
|
77,374
|
|
|||||
Affordable housing partnerships
|
9,621
|
|
|
5,876
|
|
|
1,102
|
|
|
194
|
|
|
16,793
|
|
|||||
Total commitments
|
$
|
3,219,375
|
|
|
$
|
815,721
|
|
|
$
|
465,720
|
|
|
$
|
2,785,205
|
|
|
$
|
7,286,021
|
|
•
|
At the beginning of the quarter, BancShares completed the merger of First Citizens Bancorporation, Inc. into BancShares. As part of the merger, a
$29.1 million
gain was recognized on Bancorporation shares of stock owned by BancShares. The shares were canceled and ceased to exist when the merger became effective October 1, 2014.
|
•
|
Originated loan growth and improved credit quality continued.
|
•
|
Decreases in the FDIC-assisted loan portfolio continue to negatively impact the historical net provision credits and total loan interest income.
|
•
|
The investment portfolio provided yield improvement, while deposit funding costs remain at historical lows.
|
•
|
FDIC receivable continued to decline as two loss sharing agreements expired during the third quarter of 2014 and three more are set to expire during 2015. However, the reduction in the FDIC receivable had a positive impact on total noninterest income, as the associated amortization expense declined proportionally.
|
•
|
Noninterest expense increased primarily due to the Bancorporation merger.
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
(Dollars in thousands, except share data and ratios)
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
$
|
232,122
|
|
|
$
|
177,621
|
|
|
$
|
177,311
|
|
|
$
|
173,394
|
|
|
$
|
189,640
|
|
|
$
|
192,634
|
|
|
$
|
193,926
|
|
|
$
|
220,604
|
|
Interest expense
|
14,876
|
|
|
11,399
|
|
|
11,613
|
|
|
12,463
|
|
|
13,047
|
|
|
13,451
|
|
|
14,398
|
|
|
15,722
|
|
||||||||
Net interest income
|
217,246
|
|
|
166,222
|
|
|
165,698
|
|
|
160,931
|
|
|
176,593
|
|
|
179,183
|
|
|
179,528
|
|
|
204,882
|
|
||||||||
Provision for loan and lease losses
|
8,305
|
|
|
1,537
|
|
|
(7,299
|
)
|
|
(1,903
|
)
|
|
7,276
|
|
|
(7,683
|
)
|
|
(13,242
|
)
|
|
(18,606
|
)
|
||||||||
Net interest income after provision for loan and lease losses
|
208,941
|
|
|
164,685
|
|
|
172,997
|
|
|
162,834
|
|
|
169,317
|
|
|
186,866
|
|
|
192,770
|
|
|
223,488
|
|
||||||||
Noninterest income
(1)
|
132,924
|
|
|
78,599
|
|
|
66,589
|
|
|
62,314
|
|
|
70,164
|
|
|
72,889
|
|
|
65,964
|
|
|
58,365
|
|
||||||||
Noninterest expense
|
254,429
|
|
|
201,810
|
|
|
199,020
|
|
|
191,030
|
|
|
196,315
|
|
|
192,143
|
|
|
188,567
|
|
|
194,355
|
|
||||||||
Income before income taxes
(1)
|
87,436
|
|
|
41,474
|
|
|
40,566
|
|
|
34,118
|
|
|
43,166
|
|
|
67,612
|
|
|
70,167
|
|
|
87,498
|
|
||||||||
Income taxes
(1)
|
24,540
|
|
|
14,973
|
|
|
13,880
|
|
|
11,639
|
|
|
16,149
|
|
|
26,854
|
|
|
26,462
|
|
|
32,109
|
|
||||||||
Net income
(1)
|
$
|
62,896
|
|
|
$
|
26,501
|
|
|
$
|
26,686
|
|
|
$
|
22,479
|
|
|
$
|
27,017
|
|
|
$
|
40,758
|
|
|
$
|
43,705
|
|
|
$
|
55,389
|
|
Net interest income, taxable equivalent
|
$
|
218,436
|
|
|
$
|
167,150
|
|
|
$
|
166,570
|
|
|
$
|
161,694
|
|
|
$
|
177,280
|
|
|
$
|
179,823
|
|
|
$
|
180,188
|
|
|
$
|
205,553
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
(1)
|
$
|
5.24
|
|
|
$
|
2.76
|
|
|
$
|
2.77
|
|
|
$
|
2.34
|
|
|
$
|
2.81
|
|
|
$
|
4.24
|
|
|
$
|
4.54
|
|
|
$
|
5.76
|
|
Cash dividends
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
||||||||
Market price at period end (Class A)
|
252.79
|
|
|
216.63
|
|
|
245.00
|
|
|
240.75
|
|
|
222.63
|
|
|
205.60
|
|
|
192.05
|
|
|
182.70
|
|
||||||||
Book value at period end
(1)
|
223.77
|
|
|
224.75
|
|
|
222.91
|
|
|
218.29
|
|
|
215.35
|
|
|
205.54
|
|
|
201.12
|
|
|
198.98
|
|
||||||||
SELECTED QUARTERLY AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total assets
(1)
|
$
|
30,376,207
|
|
|
$
|
22,092,940
|
|
|
$
|
22,017,501
|
|
|
$
|
21,867,243
|
|
|
$
|
21,557,707
|
|
|
$
|
21,255,380
|
|
|
$
|
21,219,632
|
|
|
$
|
21,145,564
|
|
Investment securities
|
7,110,799
|
|
|
5,616,730
|
|
|
5,629,467
|
|
|
5,606,723
|
|
|
5,285,783
|
|
|
5,177,729
|
|
|
5,162,893
|
|
|
5,196,930
|
|
||||||||
Loans and leases (PCI and non-PCI)
|
18,538,553
|
|
|
13,670,217
|
|
|
13,566,612
|
|
|
13,459,945
|
|
|
13,088,636
|
|
|
13,111,710
|
|
|
13,167,580
|
|
|
13,289,828
|
|
||||||||
Interest-earning assets
|
28,064,279
|
|
|
20,351,369
|
|
|
20,304,777
|
|
|
20,139,131
|
|
|
19,787,236
|
|
|
19,428,949
|
|
|
19,332,679
|
|
|
19,180,308
|
|
||||||||
Deposits
|
25,851,672
|
|
|
18,506,778
|
|
|
18,561,927
|
|
|
18,492,310
|
|
|
18,102,752
|
|
|
17,856,882
|
|
|
17,908,705
|
|
|
17,922,665
|
|
||||||||
Long-term obligations
|
404,363
|
|
|
313,695
|
|
|
398,615
|
|
|
500,805
|
|
|
510,871
|
|
|
449,013
|
|
|
443,804
|
|
|
444,539
|
|
||||||||
Interest-bearing liabilities
|
19,011,554
|
|
|
13,836,025
|
|
|
14,020,480
|
|
|
14,189,227
|
|
|
13,790,088
|
|
|
13,757,983
|
|
|
13,958,137
|
|
|
14,140,511
|
|
||||||||
Shareholders’ equity
(1)
|
$
|
2,712,905
|
|
|
$
|
2,150,119
|
|
|
$
|
2,120,275
|
|
|
$
|
2,089,457
|
|
|
$
|
2,004,978
|
|
|
$
|
1,948,124
|
|
|
$
|
1,924,841
|
|
|
$
|
1,872,866
|
|
Shares outstanding
|
12,010,405
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,985
|
|
||||||||
SELECTED QUARTER-END BALANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total assets
(1)
|
$
|
30,075,113
|
|
|
$
|
21,937,665
|
|
|
$
|
22,057,876
|
|
|
$
|
22,149,897
|
|
|
$
|
21,193,878
|
|
|
$
|
21,506,348
|
|
|
$
|
21,304,042
|
|
|
$
|
21,346,433
|
|
Investment securities
|
7,172,435
|
|
|
5,648,701
|
|
|
5,538,859
|
|
|
5,677,019
|
|
|
5,388,610
|
|
|
5,162,598
|
|
|
5,186,106
|
|
|
5,280,907
|
|
||||||||
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
PCI
|
1,186,498
|
|
|
996,280
|
|
|
1,109,933
|
|
|
1,270,818
|
|
|
1,029,426
|
|
|
1,188,281
|
|
|
1,443,336
|
|
|
1,621,327
|
|
||||||||
Non-PCI
|
17,582,967
|
|
|
12,806,511
|
|
|
12,415,023
|
|
|
12,200,226
|
|
|
12,104,298
|
|
|
11,884,585
|
|
|
11,655,469
|
|
|
11,509,080
|
|
||||||||
Deposits
|
25,678,577
|
|
|
18,406,941
|
|
|
18,556,758
|
|
|
18,763,545
|
|
|
17,874,066
|
|
|
18,063,319
|
|
|
18,018,015
|
|
|
18,064,921
|
|
||||||||
Long-term obligations
|
351,320
|
|
|
313,768
|
|
|
314,529
|
|
|
440,300
|
|
|
510,769
|
|
|
510,963
|
|
|
443,313
|
|
|
444,252
|
|
||||||||
Shareholders’ equity
(1)
|
$
|
2,687,594
|
|
|
$
|
2,161,881
|
|
|
$
|
2,144,181
|
|
|
$
|
2,099,730
|
|
|
$
|
2,071,462
|
|
|
$
|
1,977,053
|
|
|
$
|
1,934,550
|
|
|
$
|
1,914,002
|
|
Shares outstanding
|
12,010,405
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
|
9,618,941
|
|
||||||||
SELECTED RATIOS AND OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Rate of return on average assets (annualized)
(1)
|
0.82
|
%
|
|
0.48
|
%
|
|
0.49
|
%
|
|
0.42
|
%
|
|
0.50
|
%
|
|
0.76
|
%
|
|
0.83
|
%
|
|
1.06
|
%
|
||||||||
Rate of return on average shareholders’ equity (annualized)
(1)
|
9.20
|
|
|
4.89
|
|
|
5.05
|
|
|
4.36
|
|
|
5.35
|
|
|
8.30
|
|
|
9.11
|
|
|
11.99
|
|
||||||||
Net yield on interest-earning assets (taxable equivalent)
|
3.09
|
|
|
3.26
|
|
|
3.29
|
|
|
3.26
|
|
|
3.55
|
|
|
3.67
|
|
|
3.74
|
|
|
4.35
|
|
||||||||
Allowance for loan and lease losses to loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
PCI
|
1.82
|
|
|
2.59
|
|
|
2.64
|
|
|
3.54
|
|
|
5.20
|
|
|
5.01
|
|
|
5.30
|
|
|
5.95
|
|
||||||||
Non-PCI
|
1.04
|
|
|
1.37
|
|
|
1.43
|
|
|
1.46
|
|
|
1.49
|
|
|
1.50
|
|
|
1.56
|
|
|
1.53
|
|
||||||||
Nonperforming assets to total loans and leases and other real estate at period end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
PCI
|
9.84
|
|
|
7.96
|
|
|
8.93
|
|
|
7.91
|
|
|
7.02
|
|
|
7.05
|
|
|
8.62
|
|
|
8.46
|
|
||||||||
Non-PCI
|
0.66
|
|
|
0.58
|
|
|
0.58
|
|
|
0.66
|
|
|
0.74
|
|
|
0.90
|
|
|
0.91
|
|
|
1.10
|
|
||||||||
Tier 1 risk-based capital ratio
(1)
|
13.61
|
|
|
14.23
|
|
|
14.58
|
|
|
14.53
|
|
|
14.89
|
|
|
15.01
|
|
|
14.88
|
|
|
14.69
|
|
||||||||
Total risk-based capital ratio
(1)
|
14.69
|
|
|
15.57
|
|
|
15.93
|
|
|
16.02
|
|
|
16.39
|
|
|
16.51
|
|
|
16.38
|
|
|
16.38
|
|
||||||||
Leverage capital ratio
(1)
|
8.91
|
|
|
9.77
|
|
|
9.69
|
|
|
9.63
|
|
|
9.80
|
|
|
9.82
|
|
|
9.67
|
|
|
9.51
|
|
||||||||
Dividend payout ratio
(1)
|
5.73
|
|
|
10.87
|
|
|
10.83
|
|
|
12.82
|
|
|
10.68
|
|
|
7.08
|
|
|
6.61
|
|
|
5.21
|
|
||||||||
Average loans and leases to average deposits
|
71.71
|
|
|
73.87
|
|
|
73.09
|
|
|
72.79
|
|
|
72.30
|
|
|
73.43
|
|
|
73.53
|
|
|
74.15
|
|
|
2014
|
|
2013
|
|
Increase (decrease) due to:
|
||||||||||||||||||||||||||||
|
|
|
Interest
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Average
|
|
Income/
|
|
Yield/
|
|
Average
|
|
Income/
|
|
Yield/
|
|
|
|
Yield/
|
|
Total
|
||||||||||||||||
(Dollars in thousands)
|
Balance
|
|
Expense
|
|
Rate
|
|
Balance
|
|
Expense
|
|
Rate
|
|
Volume
|
|
Rate
|
|
Change
|
||||||||||||||||
Assets
|
|
||||||||||||||||||||||||||||||||
Loans and leases
|
$
|
18,538,553
|
|
|
$
|
212,058
|
|
|
4.54
|
|
%
|
$
|
13,088,636
|
|
|
$
|
178,623
|
|
|
5.41
|
|
%
|
$
|
68,226
|
|
|
$
|
(34,791
|
)
|
|
$
|
33,435
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U. S. Treasury
|
2,683,820
|
|
|
5,405
|
|
|
0.80
|
|
|
413,061
|
|
|
302
|
|
|
0.29
|
|
|
3,116
|
|
|
1,987
|
|
|
5,103
|
|
|||||||
Government agency
|
1,012,044
|
|
|
901
|
|
|
0.36
|
|
|
2,630,718
|
|
|
3,192
|
|
|
0.49
|
|
|
(1,709
|
)
|
|
(582
|
)
|
|
(2,291
|
)
|
|||||||
Mortgage-backed securities
|
3,411,011
|
|
|
13,122
|
|
|
1.54
|
|
|
2,219,755
|
|
|
7,142
|
|
|
1.28
|
|
|
4,175
|
|
|
1,805
|
|
|
5,980
|
|
|||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
State, county and municipal
|
621
|
|
|
12
|
|
|
7.73
|
|
|
187
|
|
|
4
|
|
|
8.49
|
|
|
9
|
|
|
(1
|
)
|
|
8
|
|
|||||||
Other
|
3,303
|
|
|
126
|
|
|
15.13
|
|
|
22,062
|
|
|
90
|
|
|
1.62
|
|
|
(396
|
)
|
|
432
|
|
|
36
|
|
|||||||
Total investment securities
|
7,110,799
|
|
|
19,566
|
|
|
1.10
|
|
|
5,285,783
|
|
|
10,730
|
|
|
0.81
|
|
|
5,195
|
|
|
3,641
|
|
|
8,836
|
|
|||||||
Overnight investments
|
2,414,927
|
|
|
1,689
|
|
|
0.28
|
|
|
1,412,817
|
|
|
973
|
|
|
0.27
|
|
|
681
|
|
|
35
|
|
|
716
|
|
|||||||
Total interest-earning assets
|
28,064,279
|
|
|
$
|
233,313
|
|
|
3.30
|
|
%
|
19,787,236
|
|
|
$
|
190,326
|
|
|
3.81
|
|
%
|
$
|
74,102
|
|
|
$
|
(31,115
|
)
|
|
$
|
42,987
|
|
||
Cash and due from banks
|
562,240
|
|
|
|
|
|
|
474,495
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premises and equipment
|
1,129,128
|
|
|
|
|
|
|
873,925
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Receivable from FDIC for loss share agreements
|
45,980
|
|
|
|
|
|
|
107,073
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan and lease losses
|
(198,915
|
)
|
|
|
|
|
|
(233,066
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other real estate owned
|
104,095
|
|
|
|
|
|
|
91,840
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other assets
(1)
|
669,400
|
|
|
|
|
|
|
456,204
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
(1)
|
$
|
30,376,207
|
|
|
|
|
|
|
$
|
21,557,707
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Checking with interest
|
$
|
4,332,424
|
|
|
$
|
379
|
|
|
0.03
|
|
%
|
$
|
2,379,384
|
|
|
$
|
145
|
|
|
0.02
|
|
%
|
$
|
136
|
|
|
$
|
98
|
|
|
$
|
234
|
|
Savings
|
1,206,860
|
|
|
91
|
|
|
0.03
|
|
|
998,303
|
|
|
125
|
|
|
0.05
|
|
|
21
|
|
|
(55
|
)
|
|
(34
|
)
|
|||||||
Money market accounts
|
8,332,418
|
|
|
1,721
|
|
|
0.08
|
|
|
6,351,952
|
|
|
2,004
|
|
|
0.13
|
|
|
583
|
|
|
(866
|
)
|
|
(283
|
)
|
|||||||
Time deposits
|
3,649,803
|
|
|
4,062
|
|
|
0.44
|
|
|
2,952,193
|
|
|
4,987
|
|
|
0.67
|
|
|
982
|
|
|
(1,907
|
)
|
|
(925
|
)
|
|||||||
Total interest-bearing deposits
|
17,521,505
|
|
|
6,253
|
|
|
0.14
|
|
|
12,681,832
|
|
|
7,261
|
|
|
0.23
|
|
|
1,722
|
|
|
(2,730
|
)
|
|
(1,008
|
)
|
|||||||
Short-term borrowings
|
1,085,686
|
|
|
4,348
|
|
|
1.59
|
|
|
597,385
|
|
|
596
|
|
|
0.40
|
|
|
1,226
|
|
|
2,526
|
|
|
3,752
|
|
|||||||
Long-term obligations
|
404,363
|
|
|
4,276
|
|
|
4.23
|
|
|
510,871
|
|
|
5,189
|
|
|
4.06
|
|
|
(1,106
|
)
|
|
193
|
|
|
(913
|
)
|
|||||||
Total interest-bearing liabilities
|
19,011,554
|
|
|
$
|
14,877
|
|
|
0.31
|
|
%
|
13,790,088
|
|
|
$
|
13,046
|
|
|
0.38
|
|
%
|
$
|
1,842
|
|
|
$
|
(11
|
)
|
|
$
|
1,831
|
|
||
Demand deposits
|
8,330,167
|
|
|
|
|
|
|
5,420,920
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other liabilities
|
321,581
|
|
|
|
|
|
|
341,721
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shareholders' equity
(1)
|
2,712,905
|
|
|
|
|
|
|
2,004,978
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total liabilities and shareholders' equity
(1)
|
$
|
30,376,207
|
|
|
|
|
|
|
$
|
21,557,707
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate spread
|
|
|
|
|
2.99
|
|
%
|
|
|
|
|
3.43
|
|
%
|
|
|
|
|
|
||||||||||||||
Net interest income and net yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
on interest-earning assets
|
|
|
$
|
218,436
|
|
|
3.09
|
|
%
|
|
|
$
|
177,280
|
|
|
3.55
|
|
%
|
$
|
72,260
|
|
|
$
|
(31,104
|
)
|
|
$
|
41,156
|
|
(Dollars in thousands, except share data)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
604,182
|
|
|
$
|
533,599
|
|
Overnight investments
|
1,724,919
|
|
|
859,324
|
|
||
Investment securities available for sale (cost of $7,163,574 at December 31, 2014 and $5,404,335 at December 31, 2013)
|
7,171,917
|
|
|
5,387,703
|
|
||
Investment securities held to maturity (fair value of $544 at December 31, 2014 and $974 at December 31, 2013)
|
518
|
|
|
907
|
|
||
Loans held for sale
|
63,696
|
|
|
47,271
|
|
||
Loans and leases
|
18,769,465
|
|
|
13,133,724
|
|
||
Less allowance for loan and lease losses
|
204,466
|
|
|
233,394
|
|
||
Net loans and leases
|
18,564,999
|
|
|
12,900,330
|
|
||
Premises and equipment
|
1,125,081
|
|
|
876,522
|
|
||
Other real estate owned:
|
|
|
|
||||
Covered under loss share agreements
|
22,982
|
|
|
47,081
|
|
||
Not covered under loss share agreements
|
70,454
|
|
|
36,898
|
|
||
Income earned not collected
|
57,254
|
|
|
48,390
|
|
||
FDIC loss share receivable
|
28,701
|
|
|
93,397
|
|
||
Goodwill
|
139,773
|
|
|
102,625
|
|
||
Other intangible assets
|
106,610
|
|
|
1,263
|
|
||
Other assets
(1)
|
394,027
|
|
|
258,568
|
|
||
Total assets
(1)
|
$
|
30,075,113
|
|
|
$
|
21,193,878
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
8,086,784
|
|
|
$
|
5,241,817
|
|
Interest-bearing
|
17,591,793
|
|
|
12,632,249
|
|
||
Total deposits
|
25,678,577
|
|
|
17,874,066
|
|
||
Short-term borrowings
|
987,184
|
|
|
511,418
|
|
||
Long-term obligations
|
351,320
|
|
|
510,769
|
|
||
FDIC loss share payable
|
116,535
|
|
|
109,378
|
|
||
Other liabilities
|
253,903
|
|
|
116,785
|
|
||
Total liabilities
|
27,387,519
|
|
|
19,122,416
|
|
||
Shareholders’ equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A - $1 par value (16,000,000 and 11,000,000 shares authorized; 11,005,220 and 8,586,058 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively)
|
11,005
|
|
|
8,586
|
|
||
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 and 1,032,883 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively)
|
1,005
|
|
|
1,033
|
|
||
Surplus
|
658,918
|
|
|
143,766
|
|
||
Retained earnings
(1)
|
2,069,647
|
|
|
1,943,345
|
|
||
Accumulated other comprehensive loss
|
(52,981
|
)
|
|
(25,268
|
)
|
||
Total shareholders’ equity
(1)
|
2,687,594
|
|
|
2,071,462
|
|
||
Total liabilities and shareholders’ equity
|
$
|
30,075,113
|
|
|
$
|
21,193,878
|
|
|
Year ended December 31
|
||||||||||
(Dollars in thousands, except share and per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
|
|
|
|
|
||||||
Loans and leases
|
$
|
700,525
|
|
|
$
|
757,197
|
|
|
$
|
967,601
|
|
Investment securities:
|
|
|
|
|
|
||||||
U. S. Treasury
|
11,656
|
|
|
1,645
|
|
|
2,471
|
|
|||
Government agency
|
7,410
|
|
|
12,265
|
|
|
15,688
|
|
|||
Mortgage-backed securities
|
36,492
|
|
|
22,642
|
|
|
14,388
|
|
|||
State, county and municipal
|
13
|
|
|
12
|
|
|
36
|
|
|||
Other
|
640
|
|
|
320
|
|
|
2,914
|
|
|||
Total investment securities interest and dividend income
|
56,211
|
|
|
36,884
|
|
|
35,497
|
|
|||
Overnight investments
|
3,712
|
|
|
2,723
|
|
|
1,738
|
|
|||
Total interest income
|
760,448
|
|
|
796,804
|
|
|
1,004,836
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
24,786
|
|
|
34,495
|
|
|
57,568
|
|
|||
Short-term borrowings
|
9,177
|
|
|
2,724
|
|
|
5,107
|
|
|||
Long-term obligations
|
16,388
|
|
|
19,399
|
|
|
27,473
|
|
|||
Total interest expense
|
50,351
|
|
|
56,618
|
|
|
90,148
|
|
|||
Net interest income
|
710,097
|
|
|
740,186
|
|
|
914,688
|
|
|||
Provision (credit) for loan and lease losses
|
640
|
|
|
(32,255
|
)
|
|
142,885
|
|
|||
Net interest income after provision (credit) for loan and lease losses
|
709,457
|
|
|
772,441
|
|
|
771,803
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Cardholder services
|
56,820
|
|
|
48,360
|
|
|
45,174
|
|
|||
Merchant services
|
64,075
|
|
|
56,024
|
|
|
50,298
|
|
|||
Service charges on deposit accounts
|
69,100
|
|
|
60,661
|
|
|
61,564
|
|
|||
Wealth management services
|
66,115
|
|
|
59,628
|
|
|
57,236
|
|
|||
Fees from processing services
|
17,989
|
|
|
22,821
|
|
|
34,816
|
|
|||
Securities gains
|
29,096
|
|
|
—
|
|
|
2,277
|
|
|||
Other service charges and fees
|
17,760
|
|
|
15,696
|
|
|
14,239
|
|
|||
Mortgage income
|
5,828
|
|
|
11,065
|
|
|
8,072
|
|
|||
Insurance commissions
|
11,129
|
|
|
10,694
|
|
|
9,974
|
|
|||
ATM income
|
5,388
|
|
|
5,026
|
|
|
5,279
|
|
|||
Adjustments to FDIC receivable
|
(32,151
|
)
|
|
(72,342
|
)
|
|
(101,594
|
)
|
|||
Other
(1)
|
29,277
|
|
|
49,749
|
|
|
4,919
|
|
|||
Total noninterest income
|
340,426
|
|
|
267,382
|
|
|
192,254
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and wages
|
349,279
|
|
|
308,936
|
|
|
307,036
|
|
|||
Employee benefits
|
79,898
|
|
|
90,479
|
|
|
78,861
|
|
|||
Occupancy expense
|
86,775
|
|
|
75,713
|
|
|
74,798
|
|
|||
Equipment expense
|
79,084
|
|
|
75,538
|
|
|
74,822
|
|
|||
FDIC insurance expense
|
12,979
|
|
|
10,175
|
|
|
10,656
|
|
|||
Foreclosure-related expenses
|
17,368
|
|
|
17,134
|
|
|
40,654
|
|
|||
Merger-related expenses
|
13,064
|
|
|
391
|
|
|
791
|
|
|||
Other
|
207,842
|
|
|
193,014
|
|
|
179,315
|
|
|||
Total noninterest expense
|
846,289
|
|
|
771,380
|
|
|
766,933
|
|
|||
Income before income taxes
|
203,594
|
|
|
268,443
|
|
|
197,124
|
|
|||
Income taxes
(1)
|
65,032
|
|
|
101,574
|
|
|
64,729
|
|
|||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
Per share information
|
|
|
|
|
|
||||||
Net income per share
(1)
|
$
|
13.56
|
|
|
$
|
17.35
|
|
|
$
|
12.92
|
|
Dividends declared per share
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|||
Average shares outstanding
|
10,221,721
|
|
|
9,618,952
|
|
|
10,244,472
|
|
|
Year ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
(Dollars in thousands)
|
|
||||||||||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
||||||
Change in unrealized gains and losses on securities:
|
|
|
|
|
|
||||||
Change in unrealized securities gains (losses) arising during period
|
(4,121
|
)
|
|
(50,441
|
)
|
|
9,566
|
|
|||
Tax effect
|
1,438
|
|
|
19,833
|
|
|
(3,759
|
)
|
|||
Reclassification adjustment for gains included in income before income taxes
|
29,096
|
|
|
—
|
|
|
(2,322
|
)
|
|||
Tax effect
|
(11,224
|
)
|
|
—
|
|
|
917
|
|
|||
Total change in unrealized gains (losses) on securities, net of tax
|
15,189
|
|
|
(30,608
|
)
|
|
4,402
|
|
|||
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedges:
|
|
|
|
|
|
||||||
Change in unrecognized loss on cash flow hedges
|
2,883
|
|
|
3,178
|
|
|
316
|
|
|||
Tax effect
|
(1,113
|
)
|
|
(1,320
|
)
|
|
(125
|
)
|
|||
Total change in unrecognized loss on cash flow hedges, net of tax
|
1,770
|
|
|
1,858
|
|
|
191
|
|
|||
|
|
|
|
|
|
||||||
Change in pension obligation:
|
|
|
|
|
|
||||||
Change in pension obligation
|
(78,472
|
)
|
|
123,557
|
|
|
(44,315
|
)
|
|||
Tax effect
|
30,526
|
|
|
(48,475
|
)
|
|
17,354
|
|
|||
Reclassification adjustment for gains included in income before income taxes
|
5,358
|
|
|
17,195
|
|
|
11,236
|
|
|||
Tax effect
|
(2,084
|
)
|
|
(6,689
|
)
|
|
(4,400
|
)
|
|||
Total change in pension obligation, net of tax
|
(44,672
|
)
|
|
85,588
|
|
|
(20,125
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
(27,713
|
)
|
|
56,838
|
|
|
(15,532
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
$
|
110,849
|
|
|
$
|
223,707
|
|
|
$
|
116,863
|
|
|
|||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Surplus
|
|
Retained
Earnings
(1)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Shareholders’
Equity
(1)
|
||||||||||||
(Dollars in thousands, except share data)
|
|
||||||||||||||||||||||
Balance at December 31, 2011
|
$
|
8,644
|
|
|
$
|
1,640
|
|
|
$
|
143,766
|
|
|
$
|
1,773,652
|
|
|
$
|
(66,574
|
)
|
|
$
|
1,861,128
|
|
Cumulative effect of accounting change
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,430
|
)
|
|
—
|
|
|
(2,430
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
132,395
|
|
|
—
|
|
|
132,395
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,532
|
)
|
|
(15,532
|
)
|
||||||
Repurchase of 56,276 shares of Class A common stock
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(9,075
|
)
|
|
—
|
|
|
(9,131
|
)
|
||||||
Repurchase of 606,929 shares of Class B common stock
|
—
|
|
|
(607
|
)
|
|
—
|
|
|
(93,886
|
)
|
|
—
|
|
|
(94,493
|
)
|
||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,313
|
)
|
|
—
|
|
|
(12,313
|
)
|
||||||
Balance at December 31, 2012
|
8,588
|
|
|
1,033
|
|
|
143,766
|
|
|
1,788,343
|
|
|
(82,106
|
)
|
|
1,859,624
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
166,869
|
|
|
—
|
|
|
166,869
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,838
|
|
|
56,838
|
|
||||||
Repurchase of 1,973 shares of Class A common stock
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|
(321
|
)
|
||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,548
|
)
|
|
—
|
|
|
(11,548
|
)
|
||||||
Balance at December 31, 2013
|
8,586
|
|
|
1,033
|
|
|
143,766
|
|
|
1,943,345
|
|
|
(25,268
|
)
|
|
2,071,462
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
138,562
|
|
|
—
|
|
|
138,562
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,713
|
)
|
|
(27,713
|
)
|
||||||
Issuance of common stock in connection with the Bancorporation merger, net of issuance costs of $619
|
2,587
|
|
|
18
|
|
|
561,023
|
|
|
—
|
|
|
—
|
|
|
563,628
|
|
||||||
Repurchase and retirement of 167,600 shares of Class A common stock
|
(168
|
)
|
|
—
|
|
|
(36,140
|
)
|
|
—
|
|
|
—
|
|
|
(36,308
|
)
|
||||||
Repurchase and retirement of 45,900 shares of Class B common stock
|
—
|
|
|
(46
|
)
|
|
(9,731
|
)
|
|
—
|
|
|
—
|
|
|
(9,777
|
)
|
||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,260
|
)
|
|
—
|
|
|
(12,260
|
)
|
||||||
Balance at December 31, 2014
|
$
|
11,005
|
|
|
$
|
1,005
|
|
|
$
|
658,918
|
|
|
$
|
2,069,647
|
|
|
$
|
(52,981
|
)
|
|
$
|
2,687,594
|
|
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
||||||||||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision (credit) for loan and lease losses
|
640
|
|
|
(32,255
|
)
|
|
142,885
|
|
|||
Deferred tax (benefit) expense
(1)
|
(33,339
|
)
|
|
47,646
|
|
|
(34,422
|
)
|
|||
Change in current taxes payable
|
72,274
|
|
|
(79,173
|
)
|
|
29,095
|
|
|||
Depreciation
|
75,481
|
|
|
70,841
|
|
|
68,941
|
|
|||
Change in accrued interest payable
|
1,457
|
|
|
(2,616
|
)
|
|
(14,366
|
)
|
|||
Change in income earned not collected
|
6,402
|
|
|
(724
|
)
|
|
(5,450
|
)
|
|||
Gain on sale of processing services, net
|
—
|
|
|
(4,085
|
)
|
|
—
|
|
|||
Securities gains
|
(29,096
|
)
|
|
—
|
|
|
(2,277
|
)
|
|||
Origination of loans held for sale
|
(377,993
|
)
|
|
(393,908
|
)
|
|
(575,705
|
)
|
|||
Proceeds from sale of loans held for sale
|
398,719
|
|
|
443,708
|
|
|
589,376
|
|
|||
Gain on sale of loans
|
(4,971
|
)
|
|
(10,738
|
)
|
|
(7,465
|
)
|
|||
Net writedowns/losses on other real estate
|
14,275
|
|
|
6,686
|
|
|
36,229
|
|
|||
Gain on elimination of acquired debt
|
(1,988
|
)
|
|
—
|
|
|
—
|
|
|||
Net amortization of premiums and discounts
(1)
|
(48,374
|
)
|
|
(112,759
|
)
|
|
(156,796
|
)
|
|||
Amortization of intangible assets
|
6,955
|
|
|
2,309
|
|
|
3,476
|
|
|||
FDIC receivable for loss share agreements
|
27,666
|
|
|
71,771
|
|
|
(7,181
|
)
|
|||
FDIC payable for loss share agreements
|
6,933
|
|
|
7,821
|
|
|
101,557
|
|
|||
Net change in other assets
(1)
|
(72,680
|
)
|
|
100,437
|
|
|
(21,414
|
)
|
|||
Net change in other liabilities
|
1,319
|
|
|
49,177
|
|
|
(77,590
|
)
|
|||
Net cash provided by operating activities
|
182,242
|
|
|
331,007
|
|
|
201,288
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in loans outstanding
|
(814,372
|
)
|
|
323,436
|
|
|
627,806
|
|
|||
Purchases of investment securities available for sale
|
(2,518,680
|
)
|
|
(2,671,420
|
)
|
|
(5,169,641
|
)
|
|||
Proceeds from maturities/calls of investment securities held to maturity
|
389
|
|
|
435
|
|
|
480
|
|
|||
Proceeds from maturities/calls of investment securities available for sale
|
2,482,722
|
|
|
2,437,851
|
|
|
3,986,370
|
|
|||
Proceeds from sales of investment securities available for sale
|
422,652
|
|
|
—
|
|
|
7,900
|
|
|||
Net change in overnight investments
|
221,730
|
|
|
(416,144
|
)
|
|
(8,205
|
)
|
|||
Cash received from (paid to) the FDIC for loss share agreements
|
(1,286
|
)
|
|
19,373
|
|
|
251,972
|
|
|||
Proceeds from sale of other real estate
|
89,485
|
|
|
147,550
|
|
|
147,858
|
|
|||
Additions to premises and equipment
|
(82,708
|
)
|
|
(66,037
|
)
|
|
(88,883
|
)
|
|||
Business acquisitions, net of cash acquired
|
182,370
|
|
|
—
|
|
|
—
|
|
|||
Net cash used by investing activities
|
(17,698
|
)
|
|
(224,956
|
)
|
|
(244,343
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in time deposits
|
(499,869
|
)
|
|
(699,005
|
)
|
|
(1,049,761
|
)
|
|||
Net change in demand and other interest-bearing deposits
|
497,692
|
|
|
487,046
|
|
|
1,558,512
|
|
|||
Net change in short-term borrowings
|
(25,321
|
)
|
|
(57,087
|
)
|
|
(101,717
|
)
|
|||
Repayment of long-term obligations
|
(54,301
|
)
|
|
(4,152
|
)
|
|
(196,338
|
)
|
|||
Origination of long-term obligations
|
—
|
|
|
70,000
|
|
|
310
|
|
|||
Stock issuance costs
|
(619
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(321
|
)
|
|
(103,624
|
)
|
|||
Cash dividends paid
|
(11,543
|
)
|
|
(8,663
|
)
|
|
(15,398
|
)
|
|||
Net cash provided (used) by financing activities
|
(93,961
|
)
|
|
(212,182
|
)
|
|
91,984
|
|
|||
Change in cash and due from banks
|
70,583
|
|
|
(106,131
|
)
|
|
48,929
|
|
|||
Cash and due from banks at beginning of period
|
533,599
|
|
|
639,730
|
|
|
590,801
|
|
|||
Cash and due from banks at end of period
|
$
|
604,182
|
|
|
$
|
533,599
|
|
|
$
|
639,730
|
|
CASH PAYMENTS FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
48,894
|
|
|
$
|
59,234
|
|
|
$
|
104,514
|
|
Income taxes
|
127,970
|
|
|
102,890
|
|
|
66,453
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Transfers of loans to other real estate
|
65,956
|
|
|
92,125
|
|
|
140,645
|
|
|||
Dividends declared but not paid
|
3,603
|
|
|
2,885
|
|
|
—
|
|
|||
Reclassification of reserve for unfunded commitments to allowance for loan and lease losses
|
—
|
|
|
7,368
|
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
(46,085
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock associated with Bancorporation merger
|
564,248
|
|
|
—
|
|
|
—
|
|
•
|
Allowance for loan and lease losses
|
•
|
Fair value of financial instruments, including acquired assets and assumed liabilities
|
•
|
Pension plan assumptions
|
•
|
Cash flow estimates on purchased credit-impaired ("PCI") loans
|
•
|
Receivable from and payable to the FDIC for loss share agreements
|
•
|
Income tax assets, liabilities and expense
|
|
Year ended December 31
|
||||||
(Dollars in thousands, unaudited)
|
2014
|
|
2013
|
||||
Total revenue (interest income plus noninterest income)
|
$
|
1,336,340
|
|
|
$
|
1,412,226
|
|
Net income (loss)
|
$
|
(13,171
|
)
|
|
$
|
210,529
|
|
(Dollars in thousands)
|
|
|
|
||||
Purchase Price
|
|
|
|
||||
Cash paid to shareholders
|
|
|
$
|
2,000
|
|
||
Cash paid to acquire and retire TARP securities
|
|
|
8,000
|
|
|||
Total purchase price
|
|
|
10,000
|
|
|||
|
|
|
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
28,194
|
|
|
|
||
Investment securities available for sale
|
237,438
|
|
|
|
|||
Loans held for sale
|
1,183
|
|
|
|
|||
Restricted equity securities
|
3,776
|
|
|
|
|||
Loans
|
307,927
|
|
|
|
|||
Premises and equipment
|
2,686
|
|
|
|
|||
Other real estate owned
|
11,591
|
|
|
|
|||
Other intangible assets
|
3,780
|
|
|
|
|||
Other assets
|
16,346
|
|
|
|
|||
Total assets acquired
|
612,921
|
|
|
|
|||
Liabilities
|
|
|
|
||||
Deposits
|
631,871
|
|
|
|
|||
Short-term borrowings
|
406
|
|
|
|
|||
Other liabilities
|
3,559
|
|
|
|
|||
Total liabilities assumed
|
$
|
635,836
|
|
|
|
||
Fair value of net liabilities assumed
|
|
|
22,915
|
|
|||
Goodwill recorded for 1st Financial
|
|
|
$
|
32,915
|
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Cost
|
|
Gross
unrealized
gains
|
|
Gross unrealized
losses
|
|
Fair
value
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
2,626,900
|
|
|
$
|
2,922
|
|
|
$
|
152
|
|
|
$
|
2,629,670
|
|
Government agency
|
908,362
|
|
|
702
|
|
|
247
|
|
|
908,817
|
|
||||
Mortgage-backed securities
|
3,628,187
|
|
|
16,964
|
|
|
11,847
|
|
|
3,633,304
|
|
||||
Municipal securities
|
125
|
|
|
1
|
|
|
—
|
|
|
126
|
|
||||
Total investment securities available for sale
|
$
|
7,163,574
|
|
|
$
|
20,589
|
|
|
$
|
12,246
|
|
|
$
|
7,171,917
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Cost
|
|
Gross
unrealized
gains
|
|
Gross unrealized
losses
|
|
Fair
value
|
||||||||
U.S. Treasury
|
$
|
373,223
|
|
|
$
|
259
|
|
|
$
|
45
|
|
|
$
|
373,437
|
|
Government agency
|
2,543,223
|
|
|
1,798
|
|
|
792
|
|
|
2,544,229
|
|
||||
Mortgage-backed securities
|
2,486,297
|
|
|
4,526
|
|
|
43,950
|
|
|
2,446,873
|
|
||||
Equity securities
|
543
|
|
|
21,604
|
|
|
—
|
|
|
22,147
|
|
||||
Municipal securities
|
186
|
|
|
1
|
|
|
—
|
|
|
187
|
|
||||
Other
|
863
|
|
|
—
|
|
|
33
|
|
|
830
|
|
||||
Total investment securities available for sale
|
$
|
5,404,335
|
|
|
$
|
28,188
|
|
|
$
|
44,820
|
|
|
$
|
5,387,703
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2014
|
||||||||||||||
|
Cost
|
|
Gross
unrealized
gains
|
|
Gross unrealized
losses
|
|
Fair
value
|
||||||||
Investment securities held to maturity
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
518
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
544
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Cost
|
|
Gross
unrealized
gains
|
|
Gross unrealized
losses
|
|
Fair
value
|
||||||||
Mortgage-backed securities
|
$
|
907
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Dollars in thousands)
|
Cost
|
|
Fair
value
|
|
Cost
|
|
Fair
value
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
Non-amortizing securities maturing in:
|
|
|
|
|
|
|
|
||||||||
One year or less
|
$
|
447,866
|
|
|
$
|
447,992
|
|
|
$
|
839,956
|
|
|
$
|
840,883
|
|
One through five years
|
3,087,521
|
|
|
3,090,621
|
|
|
2,077,539
|
|
|
2,077,800
|
|
||||
Mortgage-backed securities
|
3,628,187
|
|
|
3,633,304
|
|
|
2,486,297
|
|
|
2,446,873
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
543
|
|
|
22,147
|
|
||||
Total investment securities available for sale
|
$
|
7,163,574
|
|
|
$
|
7,171,917
|
|
|
$
|
5,404,335
|
|
|
$
|
5,387,703
|
|
Investment securities held to maturity
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities held to maturity
|
$
|
518
|
|
|
$
|
544
|
|
|
$
|
907
|
|
|
$
|
974
|
|
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Gross gains on retirement/sales of investment securities available for sale
|
$
|
29,129
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
Gross losses on sales of investment securities available for sale
|
(33
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Other than temporary impairment loss on equity securities
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||
Total securities gains
|
$
|
29,096
|
|
|
$
|
—
|
|
|
$
|
2,277
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
338,612
|
|
|
$
|
151
|
|
|
$
|
1,015
|
|
|
$
|
1
|
|
|
$
|
339,627
|
|
|
$
|
152
|
|
Government agency
|
261,288
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
261,288
|
|
|
247
|
|
||||||
Mortgage-backed securities
|
573,374
|
|
|
1,805
|
|
|
831,405
|
|
|
10,042
|
|
|
1,404,779
|
|
|
11,847
|
|
||||||
Total
|
$
|
1,173,274
|
|
|
$
|
2,203
|
|
|
$
|
832,420
|
|
|
$
|
10,043
|
|
|
$
|
2,005,694
|
|
|
$
|
12,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2013
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
102,105
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,105
|
|
|
$
|
45
|
|
Government agency
|
780,552
|
|
|
761
|
|
|
29,969
|
|
|
31
|
|
|
810,521
|
|
|
792
|
|
||||||
Mortgage-backed securities
|
2,221,213
|
|
|
42,876
|
|
|
26,861
|
|
|
1,074
|
|
|
2,248,074
|
|
|
43,950
|
|
||||||
Other
|
830
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
33
|
|
||||||
Total
|
$
|
3,104,700
|
|
|
$
|
43,715
|
|
|
$
|
56,830
|
|
|
$
|
1,105
|
|
|
$
|
3,161,530
|
|
|
$
|
44,820
|
|
(Dollars in thousands)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Loans and leases (non-PCI)
(1)
:
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Construction and land development
|
550,568
|
|
|
319,847
|
|
||
Commercial mortgage
|
7,552,948
|
|
|
6,362,490
|
|
||
Other commercial real estate
|
244,875
|
|
|
178,754
|
|
||
Commercial and industrial
|
1,988,934
|
|
|
1,081,158
|
|
||
Lease financing
|
571,916
|
|
|
381,763
|
|
||
Other
|
353,833
|
|
|
175,336
|
|
||
Total commercial loans
|
11,263,074
|
|
|
8,499,348
|
|
||
Noncommercial:
|
|
|
|
||||
Residential mortgage
|
2,520,542
|
|
|
982,421
|
|
||
Revolving mortgage
|
2,561,800
|
|
|
2,113,285
|
|
||
Construction and land development
|
120,097
|
|
|
122,792
|
|
||
Consumer
|
1,117,454
|
|
|
386,452
|
|
||
Total noncommercial loans
|
6,319,893
|
|
|
3,604,950
|
|
||
Total non-PCI loans and leases
|
17,582,967
|
|
|
12,104,298
|
|
||
|
|
|
|
||||
Purchased credit-impaired (PCI) loans:
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Construction and land development
|
$
|
78,079
|
|
|
$
|
78,915
|
|
Commercial mortgage
|
577,518
|
|
|
642,891
|
|
||
Other commercial real estate
|
40,193
|
|
|
41,381
|
|
||
Commercial and industrial
|
27,254
|
|
|
17,254
|
|
||
Other
|
3,079
|
|
|
866
|
|
||
Total commercial loans
|
726,123
|
|
|
781,307
|
|
||
Noncommercial:
|
|
|
|
||||
Residential mortgage
|
382,340
|
|
|
213,851
|
|
||
Revolving mortgage
|
74,109
|
|
|
30,834
|
|
||
Construction and land development
|
912
|
|
|
2,583
|
|
||
Consumer
|
3,014
|
|
|
851
|
|
||
Total noncommercial loans
|
460,375
|
|
|
248,119
|
|
||
Total PCI loans
|
1,186,498
|
|
|
1,029,426
|
|
||
Total loans and leases
|
$
|
18,769,465
|
|
|
$
|
13,133,724
|
|
|
Non-PCI commercial loans and leases
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
Construction and land
development
|
|
Commercial
mortgage
|
|
Other
commercial real estate
|
|
Commercial and
industrial
|
|
Lease financing
|
|
Other
|
|
Total non-PCI commercial loans and leases
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
525,711
|
|
|
$
|
7,284,714
|
|
|
$
|
242,053
|
|
|
$
|
1,859,415
|
|
|
$
|
564,319
|
|
|
$
|
349,111
|
|
|
$
|
10,825,323
|
|
Special mention
|
20,025
|
|
|
129,247
|
|
|
909
|
|
|
27,683
|
|
|
3,205
|
|
|
1,384
|
|
|
182,453
|
|
|||||||
Substandard
|
4,720
|
|
|
134,677
|
|
|
1,765
|
|
|
8,878
|
|
|
3,955
|
|
|
3,338
|
|
|
157,333
|
|
|||||||
Doubtful
|
—
|
|
|
2,366
|
|
|
—
|
|
|
164
|
|
|
365
|
|
|
—
|
|
|
2,895
|
|
|||||||
Ungraded
|
112
|
|
|
1,944
|
|
|
148
|
|
|
92,794
|
|
|
72
|
|
|
—
|
|
|
95,070
|
|
|||||||
Total
|
$
|
550,568
|
|
|
$
|
7,552,948
|
|
|
$
|
244,875
|
|
|
$
|
1,988,934
|
|
|
$
|
571,916
|
|
|
$
|
353,833
|
|
|
$
|
11,263,074
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
308,231
|
|
|
$
|
6,094,505
|
|
|
$
|
174,913
|
|
|
$
|
964,840
|
|
|
$
|
375,371
|
|
|
$
|
174,314
|
|
|
$
|
8,092,174
|
|
Special mention
|
8,620
|
|
|
119,515
|
|
|
1,362
|
|
|
14,686
|
|
|
2,160
|
|
|
982
|
|
|
147,325
|
|
|||||||
Substandard
|
2,944
|
|
|
141,913
|
|
|
2,216
|
|
|
6,352
|
|
|
3,491
|
|
|
40
|
|
|
156,956
|
|
|||||||
Doubtful
|
52
|
|
|
5,159
|
|
|
75
|
|
|
144
|
|
|
592
|
|
|
—
|
|
|
6,022
|
|
|||||||
Ungraded
|
—
|
|
|
1,398
|
|
|
188
|
|
|
95,136
|
|
|
149
|
|
|
—
|
|
|
96,871
|
|
|||||||
Total
|
$
|
319,847
|
|
|
$
|
6,362,490
|
|
|
$
|
178,754
|
|
|
$
|
1,081,158
|
|
|
$
|
381,763
|
|
|
$
|
175,336
|
|
|
$
|
8,499,348
|
|
|
Non-PCI noncommercial loans and leases
|
||||||||||||||||||
(Dollars in thousands)
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development
|
|
Consumer
|
|
Total non-PCI noncommercial
loans and leases |
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
$
|
2,482,281
|
|
|
$
|
2,542,807
|
|
|
$
|
119,094
|
|
|
$
|
1,110,153
|
|
|
$
|
6,254,335
|
|
30-59 days past due
|
23,288
|
|
|
11,097
|
|
|
370
|
|
|
4,577
|
|
|
39,332
|
|
|||||
60-89 days past due
|
6,018
|
|
|
2,433
|
|
|
486
|
|
|
1,619
|
|
|
10,556
|
|
|||||
90 days or greater past due
|
8,955
|
|
|
5,463
|
|
|
147
|
|
|
1,105
|
|
|
15,670
|
|
|||||
Total
|
$
|
2,520,542
|
|
|
$
|
2,561,800
|
|
|
$
|
120,097
|
|
|
$
|
1,117,454
|
|
|
$
|
6,319,893
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
$
|
955,300
|
|
|
$
|
2,095,480
|
|
|
$
|
121,026
|
|
|
$
|
382,710
|
|
|
$
|
3,554,516
|
|
30-59 days past due
|
12,885
|
|
|
10,977
|
|
|
1,193
|
|
|
2,114
|
|
|
27,169
|
|
|||||
60-89 days past due
|
4,658
|
|
|
2,378
|
|
|
317
|
|
|
955
|
|
|
8,308
|
|
|||||
90 days or greater past due
|
9,578
|
|
|
4,450
|
|
|
256
|
|
|
673
|
|
|
14,957
|
|
|||||
Total
|
$
|
982,421
|
|
|
$
|
2,113,285
|
|
|
$
|
122,792
|
|
|
$
|
386,452
|
|
|
$
|
3,604,950
|
|
|
December 31, 2014
|
||||||||||||||||||||||
(Dollars in thousands)
|
PCI commercial loans
|
||||||||||||||||||||||
Grade:
|
Construction
and land
development
|
|
Commercial
mortgage
|
|
Other
commercial
real estate
|
|
Commercial
and
industrial
|
|
Other
|
|
Total PCI commercial
loans
|
||||||||||||
Pass
|
$
|
13,514
|
|
|
$
|
300,187
|
|
|
$
|
11,033
|
|
|
$
|
16,637
|
|
|
$
|
801
|
|
|
$
|
342,172
|
|
Special mention
|
6,063
|
|
|
98,724
|
|
|
16,271
|
|
|
4,137
|
|
|
—
|
|
|
125,195
|
|
||||||
Substandard
|
53,739
|
|
|
171,920
|
|
|
12,889
|
|
|
6,312
|
|
|
2,278
|
|
|
247,138
|
|
||||||
Doubtful
|
2,809
|
|
|
6,302
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
9,241
|
|
||||||
Ungraded
|
1,954
|
|
|
385
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
2,377
|
|
||||||
Total
|
$
|
78,079
|
|
|
$
|
577,518
|
|
|
$
|
40,193
|
|
|
$
|
27,254
|
|
|
$
|
3,079
|
|
|
$
|
726,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2013
|
||||||||||||||||||||||
|
PCI commercial loans
|
||||||||||||||||||||||
|
Construction
and land development |
|
Commercial
mortgage |
|
Other
commercial real estate |
|
Commercial
and industrial |
|
Other
|
|
Total PCI commercial
loans |
||||||||||||
Pass
|
$
|
2,619
|
|
|
$
|
296,824
|
|
|
$
|
22,225
|
|
|
$
|
8,021
|
|
|
$
|
866
|
|
|
$
|
330,555
|
|
Special mention
|
15,530
|
|
|
125,295
|
|
|
3,431
|
|
|
2,585
|
|
|
—
|
|
|
146,841
|
|
||||||
Substandard
|
52,228
|
|
|
179,657
|
|
|
7,012
|
|
|
5,225
|
|
|
—
|
|
|
244,122
|
|
||||||
Doubtful
|
7,436
|
|
|
40,471
|
|
|
8,713
|
|
|
1,257
|
|
|
—
|
|
|
57,877
|
|
||||||
Ungraded
|
1,102
|
|
|
644
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
1,912
|
|
||||||
Total
|
$
|
78,915
|
|
|
$
|
642,891
|
|
|
$
|
41,381
|
|
|
$
|
17,254
|
|
|
$
|
866
|
|
|
$
|
781,307
|
|
|
PCI noncommercial loans and leases
|
||||||||||||||||||
(Dollars in thousands)
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development
|
|
Consumer
|
|
Total non-PCI noncommercial
loans |
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
$
|
326,589
|
|
|
$
|
68,548
|
|
|
$
|
506
|
|
|
$
|
2,582
|
|
|
$
|
398,225
|
|
30-59 days past due
|
11,432
|
|
|
1,405
|
|
|
—
|
|
|
147
|
|
|
12,984
|
|
|||||
60-89 days past due
|
10,073
|
|
|
345
|
|
|
—
|
|
|
25
|
|
|
10,443
|
|
|||||
90 days or greater past due
|
34,246
|
|
|
3,811
|
|
|
406
|
|
|
260
|
|
|
38,723
|
|
|||||
Total
|
$
|
382,340
|
|
|
$
|
74,109
|
|
|
$
|
912
|
|
|
$
|
3,014
|
|
|
$
|
460,375
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
$
|
162,771
|
|
|
$
|
26,642
|
|
|
$
|
1,925
|
|
|
841
|
|
|
$
|
192,179
|
|
|
30-59 days past due
|
15,261
|
|
|
2,138
|
|
|
—
|
|
|
3
|
|
|
17,402
|
|
|||||
60-89 days past due
|
6,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,544
|
|
|||||
90 days or greater past due
|
29,275
|
|
|
2,054
|
|
|
658
|
|
|
7
|
|
|
31,994
|
|
|||||
Total
|
$
|
213,851
|
|
|
$
|
30,834
|
|
|
$
|
2,583
|
|
|
$
|
851
|
|
|
$
|
248,119
|
|
|
December 31, 2014
|
||||||||||||||||||||||
(Dollars in thousands)
|
30-59 days
past due
|
|
60-89 days
past due
|
|
90 days or greater
|
|
Total past
due
|
|
Current
|
|
Total loans
and leases
|
||||||||||||
Non-PCI loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development - commercial
|
$
|
1,796
|
|
|
$
|
621
|
|
|
$
|
385
|
|
|
$
|
2,802
|
|
|
$
|
547,766
|
|
|
$
|
550,568
|
|
Commercial mortgage
|
11,367
|
|
|
4,782
|
|
|
8,061
|
|
|
24,210
|
|
|
7,528,738
|
|
|
7,552,948
|
|
||||||
Other commercial real estate
|
206
|
|
|
70
|
|
|
102
|
|
|
378
|
|
|
244,497
|
|
|
244,875
|
|
||||||
Commercial and industrial
|
2,843
|
|
|
1,545
|
|
|
378
|
|
|
4,766
|
|
|
1,984,168
|
|
|
1,988,934
|
|
||||||
Lease financing
|
1,631
|
|
|
8
|
|
|
2
|
|
|
1,641
|
|
|
570,275
|
|
|
571,916
|
|
||||||
Residential mortgage
|
23,288
|
|
|
6,018
|
|
|
8,955
|
|
|
38,261
|
|
|
2,482,281
|
|
|
2,520,542
|
|
||||||
Revolving mortgage
|
11,097
|
|
|
2,433
|
|
|
5,463
|
|
|
18,993
|
|
|
2,542,807
|
|
|
2,561,800
|
|
||||||
Construction and land development - noncommercial
|
370
|
|
|
486
|
|
|
147
|
|
|
1,003
|
|
|
119,094
|
|
|
120,097
|
|
||||||
Consumer
|
4,577
|
|
|
1,619
|
|
|
1,105
|
|
|
7,301
|
|
|
1,110,153
|
|
|
1,117,454
|
|
||||||
Other
|
146
|
|
|
1,966
|
|
|
—
|
|
|
2,112
|
|
|
351,721
|
|
|
353,833
|
|
||||||
Total non-PCI loans and leases
|
$
|
57,321
|
|
|
$
|
19,548
|
|
|
$
|
24,598
|
|
|
$
|
101,467
|
|
|
$
|
17,481,500
|
|
|
$
|
17,582,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2013
|
||||||||||||||||||||||
|
30-59 days
past due
|
|
60-89 days
past due
|
|
90 days or greater
|
|
Total past
due
|
|
Current
|
|
Total loans
and leases
|
||||||||||||
Non-PCI loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development - commercial
|
$
|
1,603
|
|
|
$
|
9
|
|
|
$
|
457
|
|
|
$
|
2,069
|
|
|
$
|
317,778
|
|
|
$
|
319,847
|
|
Commercial mortgage
|
11,131
|
|
|
3,601
|
|
|
14,407
|
|
|
29,139
|
|
|
6,333,351
|
|
|
6,362,490
|
|
||||||
Other commercial real estate
|
139
|
|
|
210
|
|
|
470
|
|
|
819
|
|
|
177,935
|
|
|
178,754
|
|
||||||
Commercial and industrial
|
3,336
|
|
|
682
|
|
|
436
|
|
|
4,454
|
|
|
1,076,704
|
|
|
1,081,158
|
|
||||||
Lease financing
|
789
|
|
|
1,341
|
|
|
101
|
|
|
2,231
|
|
|
379,532
|
|
|
381,763
|
|
||||||
Residential mortgage
|
12,885
|
|
|
4,658
|
|
|
9,578
|
|
|
27,121
|
|
|
955,300
|
|
|
982,421
|
|
||||||
Revolving mortgage
|
10,977
|
|
|
2,378
|
|
|
4,450
|
|
|
17,805
|
|
|
2,095,480
|
|
|
2,113,285
|
|
||||||
Construction and land development - noncommercial
|
1,193
|
|
|
317
|
|
|
256
|
|
|
1,766
|
|
|
121,026
|
|
|
122,792
|
|
||||||
Consumer
|
2,114
|
|
|
955
|
|
|
673
|
|
|
3,742
|
|
|
382,710
|
|
|
386,452
|
|
||||||
Other
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
|
175,251
|
|
|
175,336
|
|
||||||
Total non-PCI loans and leases
|
$
|
44,167
|
|
|
$
|
14,236
|
|
|
$
|
30,828
|
|
|
$
|
89,231
|
|
|
$
|
12,015,067
|
|
|
$
|
12,104,298
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Dollars in thousands)
|
Nonaccrual
loans and
leases
|
|
Loans and
leases > 90
days and
accruing
|
|
Nonaccrual
loans and
leases
|
|
Loans and
leases > 90
days and
accruing
|
||||||||
Non-PCI loans and leases:
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
$
|
343
|
|
|
$
|
111
|
|
|
$
|
544
|
|
|
$
|
—
|
|
Commercial mortgage
|
24,720
|
|
|
1,003
|
|
|
33,529
|
|
|
1,113
|
|
||||
Commercial and industrial
|
1,741
|
|
|
239
|
|
|
1,428
|
|
|
294
|
|
||||
Lease financing
|
374
|
|
|
2
|
|
|
832
|
|
|
—
|
|
||||
Other commercial real estate
|
619
|
|
|
35
|
|
|
1,610
|
|
|
—
|
|
||||
Construction and land development - noncommercial
|
—
|
|
|
147
|
|
|
457
|
|
|
256
|
|
||||
Residential mortgage
|
14,242
|
|
|
3,191
|
|
|
14,701
|
|
|
1,998
|
|
||||
Revolving mortgage
|
—
|
|
|
5,463
|
|
|
—
|
|
|
4,450
|
|
||||
Consumer
|
—
|
|
|
1,059
|
|
|
69
|
|
|
673
|
|
||||
Other
|
1,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total non-PCI loans and leases
|
$
|
44,005
|
|
|
$
|
11,250
|
|
|
$
|
53,170
|
|
|
$
|
8,784
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
1,029,426
|
|
|
$
|
1,809,235
|
|
Fair value of PCI loans acquired during the year
|
623,408
|
|
|
—
|
|
||
Accretion
|
112,368
|
|
|
224,672
|
|
||
Payments received and other changes, net
|
(578,704
|
)
|
|
(1,004,481
|
)
|
||
Balance at December 31
|
$
|
1,186,498
|
|
|
$
|
1,029,426
|
|
Unpaid principal balance at December 31
|
$
|
2,057,691
|
|
|
$
|
1,833,955
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
439,990
|
|
|
$
|
539,564
|
|
Additions from acquisitions
|
111,973
|
|
|
—
|
|
||
Accretion
|
(112,368
|
)
|
|
(224,672
|
)
|
||
Reclassifications from nonaccretable difference
|
7,865
|
|
|
92,349
|
|
||
Changes in expected cash flows that do not affect nonaccretable difference
|
(29,300
|
)
|
|
32,749
|
|
||
Balance at December 31
|
$
|
418,160
|
|
|
$
|
439,990
|
|
(Dollars in thousands)
|
|
||
Commercial:
|
|
||
Construction and land development
|
$
|
134,941
|
|
Commercial mortgage
|
951,794
|
|
|
Other commercial real estate
|
61,856
|
|
|
Commercial and industrial
|
431,367
|
|
|
Lease financing
|
72,563
|
|
|
Other
|
95,379
|
|
|
Total commercial loans and leases
|
1,747,900
|
|
|
Noncommercial:
|
|
||
Residential mortgage
|
1,305,140
|
|
|
Revolving mortgage
|
419,106
|
|
|
Construction and land development
|
7,165
|
|
|
Consumer
|
696,275
|
|
|
Total noncommercial loans and leases
|
2,427,686
|
|
|
Total non-PCI loans and leases
|
$
|
4,175,586
|
|
|
Non-PCI
|
|
PCI
|
|
Total
|
||||||
(dollars in thousands)
|
|
|
|
|
|
||||||
Balance at December 31, 2011
|
$
|
180,883
|
|
|
$
|
89,261
|
|
|
$
|
270,144
|
|
Provision for loan and lease losses
|
42,046
|
|
|
100,839
|
|
|
142,885
|
|
|||
Loans and leases charged off
|
(50,208
|
)
|
|
(50,270
|
)
|
|
(100,478
|
)
|
|||
Loans and leases recovered
|
6,325
|
|
|
142
|
|
|
6,467
|
|
|||
Net charge-offs
|
(43,883
|
)
|
|
(50,128
|
)
|
|
(94,011
|
)
|
|||
Balance at December 31, 2012
|
179,046
|
|
|
139,972
|
|
|
319,018
|
|
|||
Reclassification
(1)
|
7,368
|
|
|
—
|
|
|
7,368
|
|
|||
Provision (credit) for loan and lease losses
|
19,289
|
|
|
(51,544
|
)
|
|
(32,255
|
)
|
|||
Loans and leases charged off
|
(33,118
|
)
|
|
(34,908
|
)
|
|
(68,026
|
)
|
|||
Loans and leases recovered
|
7,289
|
|
|
—
|
|
|
7,289
|
|
|||
Net charge-offs
|
(25,829
|
)
|
|
(34,908
|
)
|
|
(60,737
|
)
|
|||
Balance at December 31, 2013
|
179,874
|
|
|
53,520
|
|
|
233,394
|
|
|||
Provision (credit) for loan and lease losses
|
15,260
|
|
|
(14,620
|
)
|
|
640
|
|
|||
Loans and leases charged off
|
(20,499
|
)
|
|
(17,271
|
)
|
|
(37,770
|
)
|
|||
Loans and leases recovered
|
8,202
|
|
|
—
|
|
|
8,202
|
|
|||
Net charge-offs
|
(12,297
|
)
|
|
(17,271
|
)
|
|
(29,568
|
)
|
|||
Balance at December 31, 2014
|
$
|
182,837
|
|
|
$
|
21,629
|
|
|
$
|
204,466
|
|
|
For the twelve months ended December 31, 2014, 2013, and 2012
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Construction
and land
development
- commercial
|
|
Commercial
mortgage
|
|
Other
commercial
real estate
|
|
Commercial
and
industrial
|
|
Lease
financing
|
|
Other
|
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development
- non-
commercial
|
|
Consumer
|
|
Non-
specific
|
|
Total
|
||||||||||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Non-PCI Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at January 1, 2012
|
$
|
5,467
|
|
|
$
|
67,486
|
|
|
$
|
2,169
|
|
|
$
|
23,723
|
|
|
$
|
3,288
|
|
|
$
|
1,315
|
|
|
$
|
8,879
|
|
|
$
|
27,045
|
|
|
$
|
1,427
|
|
|
$
|
25,962
|
|
|
$
|
14,122
|
|
|
$
|
180,883
|
|
Provision (credits)
|
9,665
|
|
|
18,198
|
|
|
130
|
|
|
(4,982
|
)
|
|
498
|
|
|
(116
|
)
|
|
(782
|
)
|
|
8,783
|
|
|
1,161
|
|
|
7,763
|
|
|
1,728
|
|
|
42,046
|
|
||||||||||||
Charge-offs
|
(9,546
|
)
|
|
(7,081
|
)
|
|
(254
|
)
|
|
(5,472
|
)
|
|
(361
|
)
|
|
(28
|
)
|
|
(4,790
|
)
|
|
(11,341
|
)
|
|
(1,047
|
)
|
|
(10,288
|
)
|
|
—
|
|
|
(50,208
|
)
|
||||||||||||
Recoveries
|
445
|
|
|
1,626
|
|
|
14
|
|
|
781
|
|
|
96
|
|
|
4
|
|
|
529
|
|
|
698
|
|
|
180
|
|
|
1,952
|
|
|
—
|
|
|
6,325
|
|
||||||||||||
Balance at December 31, 2012
|
6,031
|
|
|
80,229
|
|
|
2,059
|
|
|
14,050
|
|
|
3,521
|
|
|
1,175
|
|
|
3,836
|
|
|
25,185
|
|
|
1,721
|
|
|
25,389
|
|
|
15,850
|
|
|
179,046
|
|
||||||||||||
Reclassification
(1)
|
5,141
|
|
|
27,421
|
|
|
(815
|
)
|
|
7,551
|
|
|
(253
|
)
|
|
(1,288
|
)
|
|
5,717
|
|
|
(9,838
|
)
|
|
(478
|
)
|
|
(10,018
|
)
|
|
(15,772
|
)
|
|
7,368
|
|
||||||||||||
Provision (credits)
|
2,809
|
|
|
(4,485
|
)
|
|
(32
|
)
|
|
4,333
|
|
|
1,646
|
|
|
308
|
|
|
2,786
|
|
|
6,296
|
|
|
(379
|
)
|
|
6,085
|
|
|
(78
|
)
|
|
19,289
|
|
||||||||||||
Charge-offs
|
(4,685
|
)
|
|
(3,904
|
)
|
|
(312
|
)
|
|
(4,785
|
)
|
|
(272
|
)
|
|
(6
|
)
|
|
(2,387
|
)
|
|
(6,064
|
)
|
|
(392
|
)
|
|
(10,311
|
)
|
|
—
|
|
|
(33,118
|
)
|
||||||||||||
Recoveries
|
1,039
|
|
|
996
|
|
|
109
|
|
|
1,213
|
|
|
107
|
|
|
1
|
|
|
559
|
|
|
660
|
|
|
209
|
|
|
2,396
|
|
|
—
|
|
|
7,289
|
|
||||||||||||
Balance at December 31, 2013
|
10,335
|
|
|
100,257
|
|
|
1,009
|
|
|
22,362
|
|
|
4,749
|
|
|
190
|
|
|
10,511
|
|
|
16,239
|
|
|
681
|
|
|
13,541
|
|
|
—
|
|
|
179,874
|
|
||||||||||||
Provision (credits)
|
1,735
|
|
|
(16,746
|
)
|
|
(401
|
)
|
|
10,441
|
|
|
(473
|
)
|
|
3,007
|
|
|
1,219
|
|
|
6,301
|
|
|
245
|
|
|
9,932
|
|
|
—
|
|
|
15,260
|
|
||||||||||||
Charge-offs
|
(316
|
)
|
|
(1,147
|
)
|
|
—
|
|
|
(3,014
|
)
|
|
(100
|
)
|
|
(13
|
)
|
|
(1,260
|
)
|
|
(4,744
|
)
|
|
(118
|
)
|
|
(9,787
|
)
|
|
—
|
|
|
(20,499
|
)
|
||||||||||||
Recoveries
|
207
|
|
|
2,825
|
|
|
124
|
|
|
938
|
|
|
110
|
|
|
—
|
|
|
191
|
|
|
854
|
|
|
84
|
|
|
2,869
|
|
|
—
|
|
|
8,202
|
|
||||||||||||
Balance at December 31, 2014
|
$
|
11,961
|
|
|
$
|
85,189
|
|
|
$
|
732
|
|
|
$
|
30,727
|
|
|
$
|
4,286
|
|
|
$
|
3,184
|
|
|
$
|
10,661
|
|
|
$
|
18,650
|
|
|
$
|
892
|
|
|
$
|
16,555
|
|
|
$
|
—
|
|
|
$
|
182,837
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Construction
and land
development
- commercial
|
|
Commercial
mortgage
|
|
Other
commercial
real estate
|
|
Commercial
and industrial
|
|
Lease
financing
|
|
Other
|
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development
- non-commercial
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||
Non-PCI Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
ALLL for loans and leases individually evaluated for impairment
|
$
|
92
|
|
|
$
|
8,610
|
|
|
$
|
112
|
|
|
$
|
1,743
|
|
|
$
|
150
|
|
|
$
|
1,972
|
|
|
$
|
1,360
|
|
|
$
|
1,052
|
|
|
$
|
71
|
|
|
$
|
555
|
|
|
$
|
15,717
|
|
ALLL for loans and leases collectively evaluated for impairment
|
11,869
|
|
|
76,579
|
|
|
620
|
|
|
28,984
|
|
|
4,136
|
|
|
1,212
|
|
|
9,301
|
|
|
17,598
|
|
|
821
|
|
|
16,000
|
|
|
167,120
|
|
|||||||||||
Total allowance for loan and lease losses
|
$
|
11,961
|
|
|
$
|
85,189
|
|
|
$
|
732
|
|
|
$
|
30,727
|
|
|
$
|
4,286
|
|
|
$
|
3,184
|
|
|
$
|
10,661
|
|
|
$
|
18,650
|
|
|
$
|
892
|
|
|
$
|
16,555
|
|
|
$
|
182,837
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Loans and leases individually evaluated for impairment
|
$
|
1,620
|
|
|
$
|
82,803
|
|
|
$
|
584
|
|
|
$
|
11,040
|
|
|
$
|
623
|
|
|
$
|
2,000
|
|
|
$
|
14,913
|
|
|
$
|
3,675
|
|
|
$
|
1,340
|
|
|
$
|
995
|
|
|
$
|
119,593
|
|
Loans and leases collectively evaluated for impairment
|
548,948
|
|
|
7,470,145
|
|
|
244,291
|
|
|
1,977,894
|
|
|
571,293
|
|
|
351,833
|
|
|
2,505,629
|
|
|
2,558,125
|
|
|
118,757
|
|
|
1,116,459
|
|
|
17,463,374
|
|
|||||||||||
Total loan and leases
|
$
|
550,568
|
|
|
$
|
7,552,948
|
|
|
$
|
244,875
|
|
|
$
|
1,988,934
|
|
|
$
|
571,916
|
|
|
$
|
353,833
|
|
|
$
|
2,520,542
|
|
|
$
|
2,561,800
|
|
|
$
|
120,097
|
|
|
$
|
1,117,454
|
|
|
$
|
17,582,967
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Construction
and land
development
- commercial
|
|
Commercial
mortgage
|
|
Other
commercial
real estate
|
|
Commercial
and industrial
|
|
Lease
financing
|
|
Other
|
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development
- non-commercial
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||
Non-PCI Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
ALLL for loans and leases individually evaluated for impairment
|
$
|
103
|
|
|
$
|
6,873
|
|
|
$
|
209
|
|
|
$
|
771
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
1,586
|
|
|
$
|
372
|
|
|
$
|
72
|
|
|
$
|
121
|
|
|
$
|
10,161
|
|
ALLL for loans and leases collectively evaluated for impairment
|
$
|
10,232
|
|
|
$
|
93,384
|
|
|
$
|
800
|
|
|
$
|
21,591
|
|
|
$
|
4,695
|
|
|
$
|
190
|
|
|
$
|
8,925
|
|
|
$
|
15,867
|
|
|
$
|
609
|
|
|
$
|
13,420
|
|
|
$
|
169,713
|
|
Total allowance for loan and lease losses
|
$
|
10,335
|
|
|
$
|
100,257
|
|
|
$
|
1,009
|
|
|
$
|
22,362
|
|
|
$
|
4,749
|
|
|
$
|
190
|
|
|
$
|
10,511
|
|
|
$
|
16,239
|
|
|
$
|
681
|
|
|
$
|
13,541
|
|
|
$
|
179,874
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Loans and leases individually evaluated for impairment
|
$
|
2,272
|
|
|
$
|
97,111
|
|
|
$
|
1,878
|
|
|
$
|
9,300
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
15,539
|
|
|
$
|
3,596
|
|
|
$
|
1,108
|
|
|
$
|
1,154
|
|
|
$
|
132,146
|
|
Loans and leases collectively evaluated for impairment
|
317,575
|
|
|
6,265,379
|
|
|
176,876
|
|
|
1,071,858
|
|
|
381,575
|
|
|
175,336
|
|
|
966,882
|
|
|
2,109,689
|
|
|
121,684
|
|
|
385,298
|
|
|
11,972,152
|
|
|||||||||||
Total loan and leases
|
$
|
319,847
|
|
|
$
|
6,362,490
|
|
|
$
|
178,754
|
|
|
$
|
1,081,158
|
|
|
$
|
381,763
|
|
|
$
|
175,336
|
|
|
$
|
982,421
|
|
|
$
|
2,113,285
|
|
|
$
|
122,792
|
|
|
$
|
386,452
|
|
|
$
|
12,104,298
|
|
|
For the twelve months ended December 31, 2014, 2013, and 2012
|
||||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Construction
and land
development -
commercial
|
|
Commercial
mortgage
|
|
Other
commercial
real estate
|
|
Commercial
and
industrial
|
|
Lease
financing
|
|
Residential
mortgage
|
|
Revolving
mortgage
|
|
Construction
and land
development -
noncommercial
|
|
Consumer
and other
|
|
Total
|
||||||||||||||||||||
PCI Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at January 1, 2012
|
$
|
16,693
|
|
|
$
|
39,557
|
|
|
$
|
16,862
|
|
|
$
|
5,500
|
|
|
$
|
13
|
|
|
$
|
5,433
|
|
|
$
|
77
|
|
|
$
|
4,652
|
|
|
$
|
474
|
|
|
$
|
89,261
|
|
Provision (credits)
|
23,160
|
|
|
34,227
|
|
|
(4,372
|
)
|
|
11,839
|
|
|
(13
|
)
|
|
18,401
|
|
|
10,796
|
|
|
6,520
|
|
|
281
|
|
|
100,839
|
|
||||||||||
Charge-offs
|
(8,667
|
)
|
|
(23,509
|
)
|
|
(1,256
|
)
|
|
(8,442
|
)
|
|
—
|
|
|
(4,139
|
)
|
|
(1,119
|
)
|
|
(2,885
|
)
|
|
(253
|
)
|
|
(50,270
|
)
|
||||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||||||||
Balance at December 31, 2012
|
31,186
|
|
|
50,275
|
|
|
11,234
|
|
|
8,897
|
|
|
—
|
|
|
19,837
|
|
|
9,754
|
|
|
8,287
|
|
|
502
|
|
|
139,972
|
|
||||||||||
Provision (credits)
|
(22,942
|
)
|
|
(3,872
|
)
|
|
(8,949
|
)
|
|
470
|
|
|
—
|
|
|
(5,487
|
)
|
|
(6,399
|
)
|
|
(4,170
|
)
|
|
(195
|
)
|
|
(51,544
|
)
|
||||||||||
Charge-offs
|
(6,924
|
)
|
|
(16,497
|
)
|
|
(931
|
)
|
|
(4,092
|
)
|
|
—
|
|
|
(2,548
|
)
|
|
(396
|
)
|
|
(3,435
|
)
|
|
(85
|
)
|
|
(34,908
|
)
|
||||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at December 31, 2013
|
1,320
|
|
|
29,906
|
|
|
1,354
|
|
|
5,275
|
|
|
—
|
|
|
11,802
|
|
|
2,959
|
|
|
682
|
|
|
222
|
|
|
53,520
|
|
||||||||||
Provision (credits)
|
1,284
|
|
|
(7,903
|
)
|
|
(1,385
|
)
|
|
(2,023
|
)
|
|
—
|
|
|
(5,576
|
)
|
|
1,523
|
|
|
(395
|
)
|
|
(145
|
)
|
|
(14,620
|
)
|
||||||||||
Charge-offs
|
(2,454
|
)
|
|
(11,868
|
)
|
|
106
|
|
|
(2,012
|
)
|
|
—
|
|
|
(406
|
)
|
|
(483
|
)
|
|
(104
|
)
|
|
(50
|
)
|
|
(17,271
|
)
|
||||||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at December 31, 2014
|
$
|
150
|
|
|
$
|
10,135
|
|
|
$
|
75
|
|
|
$
|
1,240
|
|
|
$
|
—
|
|
|
$
|
5,820
|
|
|
$
|
3,999
|
|
|
$
|
183
|
|
|
$
|
27
|
|
|
$
|
21,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
ALLL for loans and leases acquired with deteriorated credit quality
|
$
|
150
|
|
|
$
|
10,135
|
|
|
$
|
75
|
|
|
$
|
1,240
|
|
|
$
|
—
|
|
|
$
|
5,820
|
|
|
$
|
3,999
|
|
|
$
|
183
|
|
|
$
|
27
|
|
|
$
|
21,629
|
|
Loans and leases acquired with deteriorated credit quality
|
78,079
|
|
|
577,518
|
|
|
40,193
|
|
|
27,254
|
|
|
—
|
|
|
382,339
|
|
|
74,109
|
|
|
912
|
|
|
6,094
|
|
|
1,186,498
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
ALLL for loans and leases acquired with deteriorated credit quality
|
1,320
|
|
|
29,906
|
|
|
1,354
|
|
|
5,275
|
|
|
—
|
|
|
11,802
|
|
|
2,959
|
|
|
682
|
|
|
222
|
|
|
53,520
|
|
||||||||||
Loans and leases acquired with deteriorated credit quality
|
78,915
|
|
|
642,891
|
|
|
41,381
|
|
|
17,254
|
|
|
—
|
|
|
213,851
|
|
|
30,834
|
|
|
2,583
|
|
|
1,717
|
|
|
1,029,426
|
|
|
December 31, 2014
|
||||||||||||||||||
(Dollars in thousands)
|
With a
recorded
allowance
|
|
With no
recorded
allowance
|
|
Total
|
|
Unpaid
principal balance |
|
Related
allowance
recorded
|
||||||||||
Non-PCI impaired loans and leases
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development - commercial
|
$
|
996
|
|
|
$
|
624
|
|
|
$
|
1,620
|
|
|
$
|
6,945
|
|
|
$
|
92
|
|
Commercial mortgage
|
57,324
|
|
|
25,479
|
|
|
82,803
|
|
|
87,702
|
|
|
8,610
|
|
|||||
Other commercial real estate
|
112
|
|
|
472
|
|
|
584
|
|
|
913
|
|
|
112
|
|
|||||
Commercial and industrial
|
10,319
|
|
|
721
|
|
|
11,040
|
|
|
12,197
|
|
|
1,743
|
|
|||||
Lease financing
|
319
|
|
|
304
|
|
|
623
|
|
|
623
|
|
|
150
|
|
|||||
Other
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
|
1,972
|
|
|||||
Residential mortgage
|
10,198
|
|
|
4,715
|
|
|
14,913
|
|
|
15,746
|
|
|
1,360
|
|
|||||
Revolving mortgage
|
3,675
|
|
|
—
|
|
|
3,675
|
|
|
4,933
|
|
|
1,052
|
|
|||||
Construction and land development - noncommercial
|
1,077
|
|
|
263
|
|
|
1,340
|
|
|
1,340
|
|
|
71
|
|
|||||
Consumer
|
987
|
|
|
8
|
|
|
995
|
|
|
1,067
|
|
|
555
|
|
|||||
Total non-PCI impaired loans and leases
|
$
|
87,007
|
|
|
$
|
32,586
|
|
|
$
|
119,593
|
|
|
$
|
133,466
|
|
|
$
|
15,717
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2013
|
||||||||||||||||||
(Dollars in thousands)
|
With a
recorded
allowance
|
|
With no
recorded
allowance
|
|
Total
|
|
Unpaid
principal balance |
|
Related
allowance
recorded
|
||||||||||
Non-PCI impaired loans and leases
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development - commercial
|
$
|
1,025
|
|
|
$
|
1,247
|
|
|
$
|
2,272
|
|
|
$
|
7,306
|
|
|
$
|
103
|
|
Commercial mortgage
|
57,819
|
|
|
39,292
|
|
|
97,111
|
|
|
103,522
|
|
|
6,873
|
|
|||||
Other commercial real estate
|
783
|
|
|
1,095
|
|
|
1,878
|
|
|
2,279
|
|
|
209
|
|
|||||
Commercial and industrial
|
7,197
|
|
|
2,103
|
|
|
9,300
|
|
|
10,393
|
|
|
771
|
|
|||||
Lease financing
|
133
|
|
|
55
|
|
|
188
|
|
|
188
|
|
|
54
|
|
|||||
Residential mortgage
|
11,534
|
|
|
4,005
|
|
|
15,539
|
|
|
15,939
|
|
|
1,586
|
|
|||||
Revolving mortgage
|
3,382
|
|
|
214
|
|
|
3,596
|
|
|
3,596
|
|
|
372
|
|
|||||
Construction and land development - noncommercial
|
651
|
|
|
457
|
|
|
1,108
|
|
|
1,108
|
|
|
72
|
|
|||||
Consumer
|
1,154
|
|
|
—
|
|
|
1,154
|
|
|
1,154
|
|
|
121
|
|
|||||
Total non-PCI impaired loans and leases
|
$
|
83,678
|
|
|
$
|
48,468
|
|
|
$
|
132,146
|
|
|
$
|
145,485
|
|
|
$
|
10,161
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(Dollars in thousands)
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|
Accruing
|
|
Nonaccruing
|
|
Total
|
||||||||||||
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development - commercial
|
$
|
2,591
|
|
|
$
|
446
|
|
|
$
|
3,037
|
|
|
$
|
21,032
|
|
|
$
|
1,002
|
|
|
$
|
22,034
|
|
Commercial mortgage
|
92,184
|
|
|
8,937
|
|
|
101,121
|
|
|
113,323
|
|
|
23,387
|
|
|
136,710
|
|
||||||
Other commercial real estate
|
2,374
|
|
|
449
|
|
|
2,823
|
|
|
3,470
|
|
|
1,150
|
|
|
4,620
|
|
||||||
Commercial and industrial
|
9,864
|
|
|
664
|
|
|
10,528
|
|
|
9,838
|
|
|
1,142
|
|
|
10,980
|
|
||||||
Lease
|
258
|
|
|
365
|
|
|
623
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
Other
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loans
|
107,305
|
|
|
10,861
|
|
|
118,166
|
|
|
147,712
|
|
|
26,681
|
|
|
174,393
|
|
||||||
Noncommercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
22,597
|
|
|
4,655
|
|
|
27,252
|
|
|
23,343
|
|
|
3,663
|
|
|
27,006
|
|
||||||
Revolving mortgage
|
3,675
|
|
|
—
|
|
|
3,675
|
|
|
3,095
|
|
|
—
|
|
|
3,095
|
|
||||||
Construction and land development - noncommercial
|
1,391
|
|
|
—
|
|
|
1,391
|
|
|
651
|
|
|
457
|
|
|
1,108
|
|
||||||
Consumer and other
|
995
|
|
|
—
|
|
|
995
|
|
|
1,154
|
|
|
—
|
|
|
1,154
|
|
||||||
Total noncommercial loans
|
28,658
|
|
|
4,655
|
|
|
33,313
|
|
|
28,243
|
|
|
4,120
|
|
|
32,363
|
|
||||||
Total loans
|
$
|
135,963
|
|
|
$
|
15,516
|
|
|
$
|
151,479
|
|
|
$
|
175,955
|
|
|
$
|
30,801
|
|
|
$
|
206,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||||||||||||
|
All restructurings
|
|
Restructurings with payment default
|
|
All restructurings
|
|
Restructurings with payment default
|
||||||||||||
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-PCI loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest only period provided
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial mortgage
|
6
|
$
|
1,973
|
|
|
2
|
$
|
364
|
|
|
6
|
$
|
1,520
|
|
|
1
|
$
|
—
|
|
Commercial and industrial
|
3
|
250
|
|
|
—
|
—
|
|
|
2
|
397
|
|
|
—
|
—
|
|
||||
Lease financing
|
2
|
118
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Other commercial real estate
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
—
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
630
|
|
|
—
|
—
|
|
||||
Other
|
1
|
34
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Total interest only
|
12
|
2,375
|
|
|
2
|
364
|
|
|
10
|
2,547
|
|
|
1
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loan term extension
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
2
|
187
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Commercial mortgage
|
18
|
4,848
|
|
|
—
|
—
|
|
|
9
|
3,270
|
|
|
—
|
—
|
|
||||
Commercial and industrial
|
5
|
2,274
|
|
|
—
|
—
|
|
|
1
|
47
|
|
|
—
|
—
|
|
||||
Lease financing
|
6
|
198
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
19
|
572
|
|
|
—
|
—
|
|
|
11
|
539
|
|
|
—
|
—
|
|
||||
Construction and land development - noncommercial
|
7
|
226
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Consumer
|
6
|
99
|
|
|
1
|
—
|
|
|
2
|
62
|
|
|
—
|
—
|
|
||||
Total loan term extension
|
63
|
8,404
|
|
|
1
|
—
|
|
|
23
|
3,918
|
|
|
—
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Below market interest rate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
11
|
372
|
|
|
—
|
—
|
|
|
3
|
609
|
|
|
—
|
—
|
|
||||
Commercial mortgage
|
44
|
12,642
|
|
|
3
|
441
|
|
|
28
|
10,873
|
|
|
1
|
295
|
|
||||
Commercial and industrial
|
13
|
751
|
|
|
—
|
—
|
|
|
3
|
851
|
|
|
—
|
—
|
|
||||
Other commercial real estate
|
1
|
337
|
|
|
—
|
—
|
|
|
2
|
378
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
41
|
2,444
|
|
|
1
|
45
|
|
|
21
|
1,235
|
|
|
—
|
—
|
|
||||
Revolving mortgage
|
5
|
217
|
|
|
—
|
—
|
|
|
13
|
801
|
|
|
3
|
451
|
|
||||
Construction & land development - noncommercial
|
12
|
389
|
|
|
—
|
—
|
|
|
4
|
269
|
|
|
—
|
—
|
|
||||
Consumer
|
10
|
193
|
|
|
—
|
—
|
|
|
3
|
219
|
|
|
—
|
—
|
|
||||
Total below market interest rate
|
137
|
17,345
|
|
|
4
|
486
|
|
|
77
|
15,235
|
|
|
4
|
746
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discharged from bankruptcy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial mortgage
|
2
|
949
|
|
|
1
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
12
|
1,067
|
|
|
2
|
268
|
|
|
7
|
510
|
|
|
2
|
60
|
|
||||
Revolving mortgage
|
17
|
663
|
|
|
1
|
—
|
|
|
31
|
2,577
|
|
|
6
|
274
|
|
||||
Construction & land development - noncommercial
|
1
|
62
|
|
|
1
|
62
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Consumer
|
4
|
4
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Total discharged from bankruptcy
|
36
|
2,745
|
|
|
5
|
330
|
|
|
38
|
3,087
|
|
|
8
|
334
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total non-PCI restructurings
|
248
|
$
|
30,869
|
|
|
12
|
$
|
1,180
|
|
|
148
|
$
|
24,787
|
|
|
13
|
$
|
1,080
|
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||||||||||||
|
All restructurings
|
|
Restructurings with payment default
|
|
All restructurings
|
|
Restructurings with payment default
|
||||||||||||
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
|
Number of Loans
|
Recorded investment at period end
|
||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
PCI loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest only period provided
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
—
|
$
|
—
|
|
|
—
|
$
|
—
|
|
|
1
|
$
|
2,590
|
|
|
1
|
$
|
2,590
|
|
Commercial mortgage
|
2
|
—
|
|
|
2
|
—
|
|
|
5
|
2,880
|
|
|
1
|
299
|
|
||||
Commercial and industrial
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
21
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
39
|
|
|
—
|
—
|
|
||||
Total interest only
|
2
|
—
|
|
|
2
|
—
|
|
|
8
|
5,530
|
|
|
2
|
2,889
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loan term extension
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
1
|
332
|
|
|
—
|
—
|
|
|
6
|
2,247
|
|
|
—
|
—
|
|
||||
Commercial mortgage
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
157
|
|
|
1
|
157
|
|
||||
Commercial and industrial
|
—
|
—
|
|
|
—
|
—
|
|
|
2
|
1,080
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
2
|
317
|
|
|
5
|
53
|
|
|
3
|
5,153
|
|
|
2
|
5,120
|
|
||||
Construction and land development - noncommercial
|
1
|
51
|
|
|
—
|
—
|
|
|
—
|
—
|
|
|
—
|
—
|
|
||||
Total loan term extension
|
4
|
700
|
|
|
5
|
53
|
|
|
12
|
8,637
|
|
|
3
|
5,277
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Below market interest rate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development - commercial
|
2
|
116
|
|
|
—
|
—
|
|
|
2
|
106
|
|
|
—
|
—
|
|
||||
Commercial mortgage
|
16
|
5,783
|
|
|
3
|
138
|
|
|
12
|
7,513
|
|
|
4
|
2,418
|
|
||||
Commercial and industrial
|
—
|
—
|
|
|
—
|
—
|
|
|
2
|
493
|
|
|
—
|
—
|
|
||||
Residential mortgage
|
29
|
3,948
|
|
|
3
|
23
|
|
|
10
|
2,088
|
|
|
5
|
1,475
|
|
||||
Total below market interest rate
|
47
|
9,847
|
|
|
6
|
161
|
|
|
26
|
10,200
|
|
|
9
|
3,893
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discharged from bankruptcy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
26
|
1,659
|
|
|
2
|
—
|
|
|
—
|
—
|
|
—
|
—
|
||||||
Total discharged from bankruptcy
|
26
|
1,659
|
|
|
2
|
—
|
|
|
—
|
—
|
|
—
|
—
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other concession
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial mortgage
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
110
|
|
|
—
|
—
|
|
||||
Total other concession
|
—
|
—
|
|
|
—
|
—
|
|
|
1
|
110
|
|
|
—
|
—
|
|
||||
Total PCI restructurings
|
79
|
$
|
12,206
|
|
|
15
|
$
|
214
|
|
|
47
|
$
|
24,477
|
|
|
14
|
$
|
12,059
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Land
|
$
|
295,090
|
|
|
$
|
204,259
|
|
Premises and leasehold improvements
|
1,045,718
|
|
|
875,511
|
|
||
Furniture and equipment
|
444,774
|
|
|
394,348
|
|
||
Total
|
1,785,582
|
|
|
1,474,118
|
|
||
Less accumulated depreciation and amortization
|
660,501
|
|
|
597,596
|
|
||
Total premises and equipment
|
$
|
1,125,081
|
|
|
$
|
876,522
|
|
(Dollars in thousands)
|
Year ended December 31
|
||
2015
|
$
|
16,834
|
|
2016
|
11,598
|
|
|
2017
|
8,463
|
|
|
2018
|
6,274
|
|
|
2019
|
4,445
|
|
|
Thereafter
|
40,112
|
|
|
Total minimum payments
|
$
|
87,726
|
|
(Dollars in thousands)
|
Covered
|
|
Noncovered
|
|
Total
|
||||||
Balance at January 1, 2013
|
$
|
102,577
|
|
|
$
|
43,513
|
|
|
$
|
146,090
|
|
Additions
|
59,034
|
|
|
33,908
|
|
|
92,942
|
|
|||
Sales
|
(96,744
|
)
|
|
(36,168
|
)
|
|
(132,912
|
)
|
|||
Writedowns
|
(17,786
|
)
|
|
(4,355
|
)
|
|
(22,141
|
)
|
|||
Balance at December 31, 2013
|
47,081
|
|
|
36,898
|
|
|
83,979
|
|
|||
Additions
|
29,708
|
|
|
36,574
|
|
|
66,282
|
|
|||
Additions acquired in the Bancorporation merger
(1)
|
1,336
|
|
|
34,008
|
|
|
35,344
|
|
|||
Additions acquired in the 1st Financial merger
(1)
|
—
|
|
|
11,591
|
|
|
11,591
|
|
|||
Sales
|
(38,753
|
)
|
|
(48,935
|
)
|
|
(87,688
|
)
|
|||
Writedowns
|
(10,853
|
)
|
|
(5,219
|
)
|
|
(16,072
|
)
|
|||
Transfers
(2)
|
$
|
(5,537
|
)
|
|
$
|
5,537
|
|
|
$
|
—
|
|
Balance at December 31, 2014
|
$
|
22,982
|
|
|
$
|
70,454
|
|
|
$
|
93,436
|
|
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
$
|
93,397
|
|
|
$
|
270,192
|
|
|
$
|
617,377
|
|
Additional receivable from Bancorporation acquisition
|
5,106
|
|
|
—
|
|
|
—
|
|
|||
Amortization
|
(43,422
|
)
|
|
(85,651
|
)
|
|
(102,394
|
)
|
|||
Cash payments to (from) the FDIC
|
1,286
|
|
|
(19,373
|
)
|
|
(251,972
|
)
|
|||
Post-acquisition adjustments
|
(27,666
|
)
|
|
(71,771
|
)
|
|
7,181
|
|
|||
Balance at December 31
|
$
|
28,701
|
|
|
$
|
93,397
|
|
|
$
|
270,192
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Demand
|
$
|
8,086,784
|
|
|
$
|
5,241,817
|
|
Checking with interest
|
4,560,565
|
|
|
2,445,972
|
|
||
Money market accounts
|
8,319,569
|
|
|
6,306,942
|
|
||
Savings
|
1,204,514
|
|
|
1,004,097
|
|
||
Time
|
3,507,145
|
|
|
2,875,238
|
|
||
Total deposits
|
$
|
25,678,577
|
|
|
$
|
17,874,066
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Master notes
|
$
|
410,258
|
|
|
$
|
411,907
|
|
Repurchase agreements
|
294,426
|
|
|
96,960
|
|
||
Notes payable to Federal Home Loan Banks
|
80,000
|
|
|
—
|
|
||
Federal funds purchased
|
2,551
|
|
|
2,551
|
|
||
Subordinated notes payable
|
199,949
|
|
|
—
|
|
||
Total short-term borrowings
|
$
|
987,184
|
|
|
$
|
511,418
|
|
|
Year ended December 31
|
||
2015
|
$
|
147
|
|
2016
|
—
|
|
|
2017
|
10,725
|
|
|
2018
|
136,104
|
|
|
2019
|
—
|
|
|
Thereafter
|
204,344
|
|
|
Total long-term obligations
|
$
|
351,320
|
|
•
|
Level 1 values are based on quoted prices for identical instruments in active markets.
|
•
|
Level 2 values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
|
•
|
Level 3 values are generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation techniques include the use of discounted cash flow models and similar techniques.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Dollars in thousands)
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
|
Fair value
|
||||||||
Cash and due from banks
|
$
|
604,182
|
|
|
$
|
604,182
|
|
|
$
|
533,599
|
|
|
$
|
533,599
|
|
Overnight investments
|
1,724,919
|
|
|
1,724,919
|
|
|
859,324
|
|
|
859,324
|
|
||||
Investment securities available for sale
|
7,171,917
|
|
|
7,171,917
|
|
|
5,387,703
|
|
|
5,387,703
|
|
||||
Investment securities held to maturity
|
518
|
|
|
544
|
|
|
907
|
|
|
974
|
|
||||
Loans held for sale
|
63,696
|
|
|
63,696
|
|
|
47,271
|
|
|
47,956
|
|
||||
Net loans and leases
|
18,564,999
|
|
|
18,046,497
|
|
|
12,900,330
|
|
|
12,545,537
|
|
||||
Receivable from the FDIC for loss share agreements
(1)
|
28,701
|
|
|
18,218
|
|
|
93,397
|
|
|
38,438
|
|
||||
Income earned not collected
|
57,254
|
|
|
57,254
|
|
|
48,390
|
|
|
48,390
|
|
||||
Federal Home Loan Bank stock
|
39,113
|
|
|
39,113
|
|
|
40,819
|
|
|
40,819
|
|
||||
Preferred stock and other acquired financial assets
|
13,689
|
|
|
14,708
|
|
|
33,564
|
|
|
34,786
|
|
||||
Mortgage servicing rights
|
16,688
|
|
|
16,736
|
|
|
16
|
|
|
16
|
|
||||
Deposits
|
25,678,577
|
|
|
25,164,683
|
|
|
17,874,066
|
|
|
17,898,570
|
|
||||
Short-term borrowings
|
987,184
|
|
|
987,184
|
|
|
511,418
|
|
|
511,418
|
|
||||
Long-term obligations
|
351,320
|
|
|
367,732
|
|
|
510,769
|
|
|
526,037
|
|
||||
Payable to the FDIC for loss share agreements
|
116,535
|
|
|
122,168
|
|
|
109,378
|
|
|
111,941
|
|
||||
Accrued interest payable
|
8,194
|
|
|
8,194
|
|
|
6,737
|
|
|
6,737
|
|
||||
Interest rate swap
|
4,337
|
|
|
4,337
|
|
|
7,220
|
|
|
7,220
|
|
|
December 31, 2014
|
||||||||||||||
|
|
|
Fair value measurements using:
|
||||||||||||
(Dollars in thousands)
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets measured at fair value
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
2,629,670
|
|
|
$
|
—
|
|
|
$
|
2,629,670
|
|
|
$
|
—
|
|
Government agency
|
908,817
|
|
|
—
|
|
|
908,817
|
|
|
—
|
|
||||
Mortgage-backed securities
|
3,633,304
|
|
|
—
|
|
|
3,633,304
|
|
|
—
|
|
||||
Municipal securities
|
126
|
|
|
—
|
|
|
126
|
|
|
—
|
|
||||
Total investment securities available for sale
|
$
|
7,171,917
|
|
|
$
|
—
|
|
|
$
|
7,171,917
|
|
|
$
|
—
|
|
Loans held for sale
|
63,696
|
|
|
—
|
|
|
63,696
|
|
|
—
|
|
||||
Liabilities measured at fair value
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps accounted for as cash flow hedges
|
$
|
4,337
|
|
|
$
|
—
|
|
|
$
|
4,337
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
|
|
Fair value measurements using:
|
||||||||||||
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets measured at fair value
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
373,437
|
|
|
$
|
—
|
|
|
$
|
373,437
|
|
|
$
|
—
|
|
Government agency
|
2,544,229
|
|
|
—
|
|
|
2,544,229
|
|
|
—
|
|
||||
Mortgage-backed securities
|
2,446,873
|
|
|
—
|
|
|
2,446,873
|
|
|
—
|
|
||||
Equity securities
|
22,147
|
|
|
—
|
|
|
22,147
|
|
|
—
|
|
||||
Municipal securities
|
187
|
|
|
—
|
|
|
187
|
|
|
—
|
|
||||
Other
|
830
|
|
|
—
|
|
|
830
|
|
|
—
|
|
||||
Total investment securities available for sale
|
$
|
5,387,703
|
|
|
$
|
—
|
|
|
$
|
5,387,703
|
|
|
$
|
—
|
|
Liabilities measured at fair value
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps accounted for as cash flow hedges
|
$
|
7,220
|
|
|
$
|
—
|
|
|
$
|
7,220
|
|
|
$
|
—
|
|
|
December 31, 2014
|
||||||||||
(Dollars in thousands)
|
Fair Value
|
|
Aggregate Unpaid Principal Balance
|
|
Difference
|
||||||
Loans held for sale
|
$
|
63,696
|
|
|
$
|
62,996
|
|
|
$
|
700
|
|
|
Year ended December 31, 2014
|
||
(Dollars in thousands)
|
Gains(Losses) From Fair Value Changes
|
||
Loans held for sale
|
$
|
202
|
|
|
December 31, 2014
|
||||||||||
|
|
|
Fair value measurements using:
|
||||||||
(Dollars in thousands)
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||
Impaired loans
|
73,170
|
|
|
—
|
|
|
—
|
|
|
73,170
|
|
Other real estate not covered under loss share agreements remeasured during current year
|
40,714
|
|
|
—
|
|
|
—
|
|
|
40,714
|
|
Other real estate covered under loss share agreements remeasured during current year
|
17,664
|
|
|
—
|
|
|
—
|
|
|
17,664
|
|
Mortgage servicing rights
|
13,562
|
|
|
—
|
|
|
—
|
|
|
13,562
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2013
|
||||||||||
|
|
|
Fair value measurements using:
|
||||||||
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||
Impaired loans
|
77,817
|
|
|
—
|
|
|
—
|
|
|
77,817
|
|
Other real estate not covered under loss share agreements remeasured during current year
|
20,526
|
|
|
—
|
|
|
—
|
|
|
20,526
|
|
Other real estate covered under loss share agreements remeasured during current year
|
37,587
|
|
|
—
|
|
|
—
|
|
|
37,587
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Change in benefit obligation
|
|
|
|
||||
Projected benefit obligation at January 1
|
$
|
530,678
|
|
|
$
|
580,938
|
|
Service cost
|
12,332
|
|
|
16,332
|
|
||
Interest cost
|
25,615
|
|
|
23,686
|
|
||
Actuarial (gain) loss
|
76,122
|
|
|
(74,060
|
)
|
||
Benefits paid
|
(17,102
|
)
|
|
(16,218
|
)
|
||
Projected benefit obligation at December 31
|
627,645
|
|
|
530,678
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at January 1
|
524,017
|
|
|
463,005
|
|
||
Actual return on plan assets
|
38,041
|
|
|
77,230
|
|
||
Employer contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(17,102
|
)
|
|
(16,218
|
)
|
||
Fair value of plan assets at December 31
|
544,956
|
|
|
524,017
|
|
||
Funded status at December 31
|
$
|
(82,689
|
)
|
|
$
|
(6,661
|
)
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
Other liabilities
|
(82,689
|
)
|
|
(6,661
|
)
|
||
Net asset (liability) recognized
|
$
|
(82,689
|
)
|
|
$
|
(6,661
|
)
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Net loss (gain)
|
$
|
80,806
|
|
|
$
|
16,605
|
|
Less prior service cost
|
767
|
|
|
977
|
|
||
Accumulated other comprehensive loss, excluding income taxes
|
$
|
81,573
|
|
|
$
|
17,582
|
|
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
$
|
12,332
|
|
|
$
|
16,332
|
|
|
$
|
14,241
|
|
Interest cost
|
25,615
|
|
|
23,686
|
|
|
23,711
|
|
|||
Expected return on assets
|
(31,269
|
)
|
|
(27,733
|
)
|
|
(28,478
|
)
|
|||
Amortization of prior service cost
|
210
|
|
|
210
|
|
|
210
|
|
|||
Amortization of net actuarial loss
|
5,148
|
|
|
16,985
|
|
|
11,026
|
|
|||
Total net periodic benefit cost
|
12,036
|
|
|
29,480
|
|
|
20,710
|
|
|||
Current year actuarial loss (gain)
|
69,349
|
|
|
(123,557
|
)
|
|
44,315
|
|
|||
Amortization of actuarial loss
|
(5,148
|
)
|
|
(16,985
|
)
|
|
(11,026
|
)
|
|||
Amortization of prior service cost
|
(210
|
)
|
|
(210
|
)
|
|
(210
|
)
|
|||
Total recognized in other comprehensive income
|
63,991
|
|
|
(140,752
|
)
|
|
33,079
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
76,027
|
|
|
$
|
(111,272
|
)
|
|
$
|
53,789
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||
Discount rate
|
4.27
|
%
|
|
4.90
|
%
|
Rate of compensation increase
|
4.00
|
|
|
4.00
|
|
(Dollars in thousands)
|
2014
|
||
Change in benefit obligation
|
|
||
Projected benefit obligation at October 1 acquisition date
|
$
|
137,452
|
|
Service cost
|
832
|
|
|
Interest cost
|
1,488
|
|
|
Actuarial (gain) loss
|
12,802
|
|
|
Benefits paid
|
(1,242
|
)
|
|
Projected benefit obligation at December 31
|
151,332
|
|
|
Change in plan assets
|
|
||
Fair value of plan assets at October 1 acquisition date
|
150,374
|
|
|
Actual return on plan assets
|
6,486
|
|
|
Employer contributions
|
—
|
|
|
Benefits paid
|
(1,242
|
)
|
|
Fair value of plan assets at December 31
|
155,618
|
|
|
Funded status at December 31
|
$
|
4,286
|
|
(Dollars in thousands)
|
2014
|
||
Other assets
|
$
|
—
|
|
Other liabilities
|
4,286
|
|
|
Net asset (liability) recognized
|
$
|
4,286
|
|
(Dollars in thousands)
|
2014
|
||
Net loss (gain)
|
$
|
9,123
|
|
Less prior service cost
|
—
|
|
|
Accumulated other comprehensive loss, excluding income taxes
|
$
|
9,123
|
|
|
Year ended December 31
|
||
(Dollars in thousands)
|
2014
|
||
Service cost
|
$
|
832
|
|
Interest cost
|
1,488
|
|
|
Expected return on assets
|
(2,807
|
)
|
|
Amortization of prior service cost
|
—
|
|
|
Amortization of net actuarial loss
|
—
|
|
|
Total net periodic benefit cost
|
(487
|
)
|
|
Current year actuarial loss (gain)
|
9,123
|
|
|
Amortization of actuarial loss
|
—
|
|
|
Amortization of prior service cost
|
—
|
|
|
Total recognized in other comprehensive income
|
9,123
|
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
8,636
|
|
(Dollars in thousands)
|
2014
|
|
Discount rate
|
4.27
|
%
|
Rate of compensation increase
|
4.00
|
|
|
December 31, 2014
|
|||||||||||||||||||
(Dollars in thousands)
|
Market Value
|
|
Quoted prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Nonobservable Inputs (Level 3) |
|
Target Allocation
|
|
Actual %
of Plan Assets |
|||||||||
Cash and equivalents
|
$
|
3,854
|
|
|
$
|
3,854
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0 - 1%
|
|
1
|
%
|
Equity securities
|
|
|
|
|
|
|
|
|
55 - 65%
|
|
62
|
%
|
||||||||
Large cap
|
229,315
|
|
|
229,315
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Mid cap
|
10,796
|
|
|
10,796
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Small cap
|
44,734
|
|
|
44,734
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International equity (developed)
|
10,706
|
|
|
10,706
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International equity (emerging)
|
41,484
|
|
|
41,484
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Fixed income
|
|
|
|
|
—
|
|
|
—
|
|
|
25 - 40%
|
|
28
|
%
|
||||||
Investment grade bonds
|
81,050
|
|
|
—
|
|
|
81,050
|
|
|
—
|
|
|
|
|
|
|||||
Intermediate bonds
|
53,806
|
|
|
—
|
|
|
53,806
|
|
|
—
|
|
|
|
|
|
|||||
High-yield corporate bonds
|
6,592
|
|
|
—
|
|
|
6,592
|
|
|
—
|
|
|
|
|
|
|||||
TIPS
|
2,550
|
|
|
2,550
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International emerging bond
|
9,930
|
|
|
—
|
|
|
9,930
|
|
|
—
|
|
|
|
|
|
|||||
Alternative investments
|
|
|
|
|
|
|
|
|
0 - 10%
|
|
9
|
%
|
||||||||
Commodities
|
17,671
|
|
|
17,671
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Hedge fund composite
|
32,468
|
|
|
32,468
|
|
|
|
|
—
|
|
|
|
|
|
||||||
Total pension assets
|
$
|
544,956
|
|
|
$
|
393,578
|
|
|
$
|
151,378
|
|
|
$
|
—
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2013
|
|||||||||||||||||||
|
Market Value
|
|
Quoted prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Nonobservable Inputs (Level 3) |
|
Target Allocation
|
|
Actual %
of Plan Assets |
|||||||||
Cash and equivalents
|
$
|
2,517
|
|
|
$
|
2,517
|
|
|
—
|
|
|
—
|
|
|
0 - 1%
|
|
1
|
%
|
||
Equity securities
|
|
|
|
|
|
|
|
|
55 - 65%
|
|
62
|
%
|
||||||||
Large cap
|
218,023
|
|
|
218,023
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Mid cap
|
10,724
|
|
|
10,724
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Small cap
|
43,928
|
|
|
43,928
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International equity (developed)
|
10,535
|
|
|
10,535
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International equity (emerging)
|
40,643
|
|
|
40,643
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
25 - 40%
|
|
28
|
%
|
||||||
Investment grade bonds
|
74,501
|
|
|
—
|
|
|
74,501
|
|
|
—
|
|
|
|
|
|
|||||
Intermediate bonds
|
48,746
|
|
|
—
|
|
|
48,746
|
|
|
—
|
|
|
|
|
|
|||||
High-yield corporate bonds
|
10,111
|
|
|
—
|
|
|
10,111
|
|
|
—
|
|
|
|
|
|
|||||
TIPS
|
4,395
|
|
|
4,395
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
International emerging bond
|
10,119
|
|
|
—
|
|
|
10,119
|
|
|
—
|
|
|
|
|
|
|||||
Alternative investments
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0 - 10%
|
|
9
|
%
|
||||
Commodities
|
19,014
|
|
|
19,014
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Hedge fund composite
|
30,761
|
|
|
30,761
|
|
|
|
|
|
—
|
|
|
|
|
|
|||||
Total pension assets
|
$
|
524,017
|
|
|
$
|
380,540
|
|
|
$
|
143,477
|
|
|
$
|
—
|
|
|
|
|
100
|
%
|
|
December 31, 2014
|
|||||||||||||||||
(Dollars in thousands)
|
Market Value
|
|
Quoted prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Nonobservable Inputs (Level 3) |
|
Actual %
of Plan Assets |
|||||||||
Equity securities
|
$
|
107,333
|
|
|
$
|
107,333
|
|
|
—
|
|
|
—
|
|
|
68.97
|
%
|
||
Debt securities
|
35,208
|
|
|
23,528
|
|
|
11,680
|
|
|
—
|
|
|
22.62
|
%
|
||||
Cash and equivalents
|
13,077
|
|
|
13,077
|
|
|
—
|
|
|
—
|
|
|
8.40
|
%
|
||||
Total pension assets
|
$
|
155,618
|
|
|
$
|
143,938
|
|
|
$
|
11,680
|
|
|
$
|
—
|
|
|
|
(Dollars in thousands)
|
BancShares Plan
|
|
Bancorporation Plan
|
||||
2015
|
$
|
19,648
|
|
|
$
|
5,270
|
|
2016
|
21,412
|
|
|
5,594
|
|
||
2017
|
23,133
|
|
|
6,088
|
|
||
2018
|
24,767
|
|
|
6,679
|
|
||
2019
|
26,381
|
|
|
7,045
|
|
||
2020-2024
|
157,292
|
|
|
42,155
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Present value of accrued liability as of January 1
|
$
|
23,960
|
|
|
$
|
25,851
|
|
Benefits acquired in the 1st Financial merger
|
1,455
|
|
|
—
|
|
||
Benefits acquired in the Bancorporation merger
|
10,288
|
|
|
—
|
|
||
Benefit expense and interest cost
|
2,682
|
|
|
1,151
|
|
||
Benefits paid
|
(2,431
|
)
|
|
(3,042
|
)
|
||
Benefits forfeited
|
—
|
|
|
—
|
|
||
Present value of accrued liability as of December 31
|
$
|
35,954
|
|
|
$
|
23,960
|
|
Discount rate at December 31
|
4.27
|
%
|
|
4.90
|
%
|
(dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Cardholder processing
|
$
|
11,950
|
|
|
$
|
9,892
|
|
|
$
|
11,816
|
|
Merchant processing
|
39,874
|
|
|
35,279
|
|
|
33,313
|
|
|||
Collection
|
11,595
|
|
|
21,209
|
|
|
25,591
|
|
|||
Processing fees paid to third parties
|
17,089
|
|
|
15,095
|
|
|
14,454
|
|
|||
Cardholder reward programs
|
11,435
|
|
|
10,154
|
|
|
4,325
|
|
|||
Telecommunications
|
10,834
|
|
|
10,033
|
|
|
11,131
|
|
|||
Consultant
|
10,168
|
|
|
9,740
|
|
|
3,914
|
|
|||
Advertising
|
11,461
|
|
|
8,286
|
|
|
3,897
|
|
|||
Other
|
83,436
|
|
|
73,326
|
|
|
70,874
|
|
|||
Total other noninterest expense
|
$
|
207,842
|
|
|
$
|
193,014
|
|
|
$
|
179,315
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax expense
|
|
|
|
|
|
||||||
Federal
|
$
|
84,430
|
|
|
$
|
46,848
|
|
|
$
|
89,939
|
|
State
|
13,941
|
|
|
7,080
|
|
|
9,212
|
|
|||
Total current tax expense
|
98,371
|
|
|
53,928
|
|
|
99,151
|
|
|||
Deferred tax (benefit) expense
|
|
|
|
|
|
||||||
Federal
|
(30,658
|
)
|
|
38,731
|
|
|
(26,501
|
)
|
|||
State
|
(2,681
|
)
|
|
8,915
|
|
|
(7,921
|
)
|
|||
Total deferred tax (benefit) expense
|
(33,339
|
)
|
|
47,646
|
|
|
(34,422
|
)
|
|||
Total income tax expense
|
$
|
65,032
|
|
|
$
|
101,574
|
|
|
$
|
64,729
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Income taxes at statutory rates
|
$
|
71,258
|
|
|
$
|
93,956
|
|
|
$
|
68,993
|
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
Nontaxable income on loans, leases and investments, net of nondeductible expenses
|
(1,832
|
)
|
|
(1,185
|
)
|
|
(1,309
|
)
|
|||
State and local income taxes, including change in valuation allowance, net of federal income tax benefit
|
7,319
|
|
|
10,397
|
|
|
839
|
|
|||
Acquisition stock settlement
|
(10,185
|
)
|
|
—
|
|
|
—
|
|
|||
Tax credits net of amortization
|
(2,896
|
)
|
|
(960
|
)
|
|
(2,372
|
)
|
|||
Other, net
|
1,368
|
|
|
(634
|
)
|
|
(1,422
|
)
|
|||
Total income tax expense
|
$
|
65,032
|
|
|
$
|
101,574
|
|
|
$
|
64,729
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Allowance for loan and lease losses
|
$
|
79,537
|
|
|
$
|
90,790
|
|
Pension liability
|
15,391
|
|
|
2,593
|
|
||
Executive separation from service agreements
|
23,849
|
|
|
9,321
|
|
||
State operating loss carryforward
|
29
|
|
|
36
|
|
||
Unrealized loss on cash flow hedge
|
1,673
|
|
|
2,786
|
|
||
Net unrealized loss on securities included in accumulated other comprehensive loss
|
—
|
|
|
6,541
|
|
||
Accelerated depreciation
|
5,550
|
|
|
—
|
|
||
FDIC assisted transactions timing differences
|
71,219
|
|
|
42,016
|
|
||
Other reserves
|
15,326
|
|
|
6,958
|
|
||
Other
|
25,746
|
|
|
10,569
|
|
||
Deferred tax asset
|
238,320
|
|
|
171,610
|
|
||
Accelerated depreciation
|
—
|
|
|
4,382
|
|
||
Lease financing activities
|
10,762
|
|
|
10,216
|
|
||
Net unrealized gain on securities included in accumulated other comprehensive loss
|
3,245
|
|
|
—
|
|
||
Net deferred loan fees and costs
|
4,772
|
|
|
4,302
|
|
||
Intangible assets
|
7,729
|
|
|
17,558
|
|
||
Security, loan and debt valuations
|
34,289
|
|
|
—
|
|
||
Other
|
11,395
|
|
|
4,564
|
|
||
Deferred tax liability
|
72,192
|
|
|
41,022
|
|
||
Net deferred tax asset
|
$
|
166,128
|
|
|
$
|
130,588
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Dollars in thousands)
|
Notional
amount
|
|
Estimated fair value of liability
|
|
Notional
amount
|
|
Estimated fair value of liability
|
||||||||
2011 interest rate swap hedging variable rate exposure on trust preferred securities 2011-2016
|
$
|
93,500
|
|
|
$
|
4,337
|
|
|
$
|
93,500
|
|
|
$
|
7,220
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
102,625
|
|
|
$
|
102,625
|
|
Acquired in the 1st Financial merger
|
32,915
|
|
|
—
|
|
||
Acquired in the Bancorporation merger
|
4,233
|
|
|
—
|
|
||
Balance at December 31
|
$
|
139,773
|
|
|
$
|
102,625
|
|
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
16
|
|
|
$
|
1,784
|
|
Servicing rights originated
|
727
|
|
|
—
|
|
||
Amortization
|
(919
|
)
|
|
(205
|
)
|
||
Servicing rights acquired in the 1st Financial merger
|
148
|
|
|
—
|
|
||
Servicing rights acquired in the Bancorporation merger
|
17,566
|
|
|
—
|
|
||
Servicing assets sold
|
—
|
|
|
(1,563
|
)
|
||
Valuation allowance
|
$
|
(850
|
)
|
|
$
|
—
|
|
Balance at December 31
|
$
|
16,688
|
|
|
$
|
16
|
|
|
2014
|
||
Discount rate - conventional fixed loans
|
7.2
|
%
|
|
Discount rate - all loans excluding conventional fixed loans
|
9.2
|
%
|
|
Weighted average constant prepayment rate
|
14.25
|
%
|
|
Weighted average cost to service loans
|
$
|
56.02
|
|
(dollars in thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
1,247
|
|
|
$
|
3,556
|
|
Acquired in the 1st Financial merger
|
3,780
|
|
|
—
|
|
||
Acquired in the Bancorporation merger
|
91,850
|
|
|
—
|
|
||
Amortization
|
(6,955
|
)
|
|
(2,309
|
)
|
||
Balance at December 31
|
$
|
89,922
|
|
|
$
|
1,247
|
|
(dollars in thousands)
|
2014
|
|
2013
|
||||
Gross balance
|
$
|
114,596
|
|
|
$
|
18,966
|
|
Accumulated amortization
|
(24,674
|
)
|
|
(17,719
|
)
|
||
Carrying value
|
$
|
89,922
|
|
|
$
|
1,247
|
|
(dollars in thousands)
|
|
||
2015
|
$
|
18,576
|
|
2016
|
16,200
|
|
|
2017
|
13,951
|
|
|
2018
|
11,701
|
|
|
2019
|
9,457
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Ratio
|
|
Requirements to be well-capitalized
|
|
Amount
|
|
Ratio
|
|
Requirements to be well-capitalized
|
||||||||
BancShares
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital
(1)
|
$
|
2,690,324
|
|
|
13.61
|
%
|
|
6.00
|
%
|
|
$
|
2,103,926
|
|
|
14.89
|
%
|
|
6.00
|
%
|
Total capital
(1)
|
2,904,123
|
|
|
14.69
|
%
|
|
10.00
|
%
|
|
2,315,579
|
|
|
16.39
|
%
|
|
10.00
|
%
|
||
Leverage capital
(1)
|
2,690,324
|
|
|
8.91
|
%
|
|
5.00
|
%
|
|
2,103,926
|
|
|
9.80
|
%
|
|
5.00
|
%
|
||
FCB
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital
(1)
|
2,019,595
|
|
|
13.12
|
%
|
|
6.00
|
%
|
|
1,978,136
|
|
|
14.10
|
%
|
|
6.00
|
%
|
||
Total capital
(1)
|
2,212,163
|
|
|
14.37
|
%
|
|
10.00
|
%
|
|
2,179,248
|
|
|
15.54
|
%
|
|
10.00
|
%
|
||
Leverage capital
(1)
|
2,019,595
|
|
|
9.30
|
%
|
|
5.00
|
%
|
|
1,978,136
|
|
|
9.34
|
%
|
|
5.00
|
%
|
||
FCB-SC
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital
|
653,515
|
|
|
15.11
|
%
|
|
6.00
|
%
|
|
734,218
|
|
|
17.09
|
%
|
|
6.00
|
%
|
||
Total capital
|
657,475
|
|
|
15.20
|
%
|
|
10.00
|
%
|
|
787,962
|
|
|
18.34
|
%
|
|
10.00
|
%
|
||
Leverage capital
|
653,515
|
|
|
7.89
|
%
|
|
5.00
|
%
|
|
734,218
|
|
|
9.12
|
%
|
|
5.00
|
%
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(Dollars in thousands)
|
Accumulated
other
comprehensive
income (loss)
|
|
Deferred
tax
benefit
|
|
Accumulated
other
comprehensive
income (loss),
net of tax
|
|
Accumulated
other
comprehensive
loss
|
|
Deferred
tax
expense
(benefit)
|
|
Accumulated
other
comprehensive
loss,
net of tax
|
||||||||||||
Unrealized gains (losses) on investment securities available for sale
|
$
|
8,343
|
|
|
$
|
3,245
|
|
|
$
|
5,098
|
|
|
$
|
(16,632
|
)
|
|
$
|
(6,541
|
)
|
|
$
|
(10,091
|
)
|
Unrealized loss on cash flow hedge
|
(4,337
|
)
|
|
(1,673
|
)
|
|
(2,664
|
)
|
|
(7,220
|
)
|
|
(2,786
|
)
|
|
(4,434
|
)
|
||||||
Funded status of defined benefit plan
|
(90,696
|
)
|
|
(35,281
|
)
|
|
(55,415
|
)
|
|
(17,582
|
)
|
|
(6,839
|
)
|
|
(10,743
|
)
|
||||||
Total
|
$
|
(86,690
|
)
|
|
$
|
(33,709
|
)
|
|
$
|
(52,981
|
)
|
|
$
|
(41,434
|
)
|
|
$
|
(16,166
|
)
|
|
$
|
(25,268
|
)
|
(Dollars in thousands)
|
Unrealized gains and losses on available-for-sale securities
(1)
|
|
Gains and losses on cash flow hedges
(1)
|
|
Defined benefit pension items
(1)
|
|
Total
|
||||||||
Balance at January 1, 2013
|
$
|
20,517
|
|
|
$
|
(6,292
|
)
|
|
$
|
(96,331
|
)
|
|
$
|
(82,106
|
)
|
Other comprehensive income (loss) before reclassifications
|
(30,608
|
)
|
|
1,858
|
|
|
75,082
|
|
|
46,332
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
10,506
|
|
|
10,506
|
|
||||
Net current period other comprehensive income (loss)
|
(30,608
|
)
|
|
1,858
|
|
|
85,588
|
|
|
56,838
|
|
||||
Balance at December 31, 2013
|
(10,091
|
)
|
|
(4,434
|
)
|
|
(10,743
|
)
|
|
(25,268
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(2,683
|
)
|
|
1,770
|
|
|
(47,946
|
)
|
|
(48,859
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
17,872
|
|
|
—
|
|
|
3,274
|
|
|
21,146
|
|
||||
Net current period other comprehensive income (loss)
|
15,189
|
|
|
1,770
|
|
|
(44,672
|
)
|
|
(27,713
|
)
|
||||
Balance at December 31, 2014
|
$
|
5,098
|
|
|
$
|
(2,664
|
)
|
|
$
|
(55,415
|
)
|
|
$
|
(52,981
|
)
|
(Dollars in thousands)
|
|
Year ended December 31, 2014
|
||||
Details about accumulated other comprehensive loss
|
|
Amount reclassified from accumulated other comprehensive income (loss)
(1)
|
|
Affected line item in the statement where net income is presented
|
||
Unrealized gains and losses on available for sale securities
|
|
|
|
|
||
|
|
$
|
(29,096
|
)
|
|
Securities gains
|
|
|
11,224
|
|
|
Income taxes
|
|
|
|
$
|
(17,872
|
)
|
|
Net income
|
|
|
|
|
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior service costs
|
|
$
|
(210
|
)
|
|
Employee benefits
|
Actuarial losses
|
|
(5,148
|
)
|
|
Employee benefits
|
|
|
|
(5,358
|
)
|
|
Income before income taxes
|
|
|
|
2,084
|
|
|
Income taxes
|
|
|
|
$
|
(3,274
|
)
|
|
Net income
|
Total reclassifications for the period
|
|
$
|
(21,146
|
)
|
|
|
|
|
|
|
|
||
|
|
Year ended December 31, 2013
|
||||
Details about accumulated other comprehensive loss
|
|
Amount reclassified from accumulated other comprehensive income (loss)
(1)
|
|
Affected line item in the statement where net income is presented
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior service costs
|
|
$
|
(210
|
)
|
|
Employee benefits
|
Actuarial losses
|
|
(16,985
|
)
|
|
Employee benefits
|
|
|
|
(17,195
|
)
|
|
Income before income taxes
|
|
|
|
6,689
|
|
|
Income taxes
|
|
|
|
$
|
(10,506
|
)
|
|
Net income
|
Total reclassifications for the period
|
|
$
|
(10,506
|
)
|
|
|
Parent Company
|
|||||||
Condensed Balance Sheets
|
|||||||
|
|||||||
(Dollars in thousands)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
24,026
|
|
|
$
|
13,047
|
|
Investment securities available for sale
|
110,644
|
|
|
234,488
|
|
||
Investment in subsidiaries
(1)
|
2,815,866
|
|
|
2,053,292
|
|
||
Due from subsidiaries
|
295,994
|
|
|
145,666
|
|
||
Other assets
|
74,157
|
|
|
144,998
|
|
||
Total assets
|
$
|
3,320,687
|
|
|
$
|
2,591,491
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Short-term borrowings
|
$
|
485,207
|
|
|
$
|
411,907
|
|
Long-term obligations
|
136,717
|
|
|
96,392
|
|
||
Other liabilities
|
11,169
|
|
|
11,730
|
|
||
Shareholders' equity
(1)
|
2,687,594
|
|
|
2,071,462
|
|
||
Total liabilities and shareholders' equity
(1)
|
$
|
3,320,687
|
|
|
$
|
2,591,491
|
|
Parent Company
|
|||||||||||
Condensed Income Statements
|
|||||||||||
|
|||||||||||
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
$
|
1,784
|
|
|
$
|
1,387
|
|
|
$
|
1,353
|
|
Interest expense
|
9,694
|
|
|
7,065
|
|
|
15,435
|
|
|||
Net interest loss
|
(7,910
|
)
|
|
(5,678
|
)
|
|
(14,082
|
)
|
|||
Dividends from subsidiaries
|
82,419
|
|
|
131,006
|
|
|
179,588
|
|
|||
Other income
|
33,600
|
|
|
3,620
|
|
|
2,843
|
|
|||
Other operating expense
|
6,534
|
|
|
2,344
|
|
|
6,384
|
|
|||
Income before income tax benefit and equity in undistributed net income of subsidiaries
|
101,575
|
|
|
126,604
|
|
|
161,965
|
|
|||
Income tax benefit
|
(2,590
|
)
|
|
(2,095
|
)
|
|
(8,417
|
)
|
|||
Income before equity in undistributed net income of subsidiaries
|
104,165
|
|
|
128,699
|
|
|
170,382
|
|
|||
Equity (excess distributions) in undistributed net income of subsidiaries
(1)
|
34,397
|
|
|
38,170
|
|
|
(37,987
|
)
|
|||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
Parent Company
|
|||||||||||
Condensed Statements of Cash Flows
|
|||||||||||
|
Year ended December 31
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
(1)
|
$
|
138,562
|
|
|
$
|
166,869
|
|
|
$
|
132,395
|
|
Adjustments
|
|
|
|
|
|
||||||
Excess distributions (undistributed) net income of subsidiaries
(1)
|
(34,397
|
)
|
|
(38,170
|
)
|
|
37,987
|
|
|||
Net amortization of premiums and discounts
|
594
|
|
|
334
|
|
|
439
|
|
|||
Securities gains
|
(29,126
|
)
|
|
—
|
|
|
(2,274
|
)
|
|||
Gain on elimination of acquired debt
|
(1,988
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of other assets
|
—
|
|
|
(1,331
|
)
|
|
—
|
|
|||
Other than temporary impairment on securities
|
—
|
|
|
—
|
|
|
45
|
|
|||
Change in other assets
|
93,385
|
|
|
(61,704
|
)
|
|
30,761
|
|
|||
Change in other liabilities
|
2,250
|
|
|
(2,096
|
)
|
|
(10,148
|
)
|
|||
Net cash provided by operating activities
|
169,280
|
|
|
63,902
|
|
|
189,205
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in due from subsidiaries
|
(150,328
|
)
|
|
(67,154
|
)
|
|
42,323
|
|
|||
Purchases of investment securities
|
(33,243
|
)
|
|
(126,197
|
)
|
|
(111,409
|
)
|
|||
Proceeds from sales, calls, and maturities of securities
|
114,208
|
|
|
135,000
|
|
|
112,625
|
|
|||
Investment in subsidiaries
|
1,579
|
|
|
1,489
|
|
|
9,298
|
|
|||
Business acquisitions, net of cash acquired
|
(24,772
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used) provided by investing activities
|
(92,556
|
)
|
|
(56,862
|
)
|
|
52,837
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
(1,211
|
)
|
|
12,860
|
|
|
23,651
|
|
|||
Retirement of long-term obligations
|
(52,372
|
)
|
|
—
|
|
|
(155,305
|
)
|
|||
Stock issuance costs
|
(619
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(321
|
)
|
|
(103,624
|
)
|
|||
Cash dividends paid
|
(11,543
|
)
|
|
(8,663
|
)
|
|
(15,398
|
)
|
|||
Net cash provided (used) by financing activities
|
(65,745
|
)
|
|
3,876
|
|
|
(250,676
|
)
|
|||
Net change in cash
|
10,979
|
|
|
10,916
|
|
|
(8,634
|
)
|
|||
Cash balance at beginning of year
|
13,047
|
|
|
2,131
|
|
|
10,765
|
|
|||
Cash balance at end of year
|
$
|
24,026
|
|
|
$
|
13,047
|
|
|
$
|
2,131
|
|
CASH PAYMENTS FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
5,079
|
|
|
$
|
6,904
|
|
|
$
|
25,574
|
|
Income taxes
|
127,970
|
|
|
102,890
|
|
|
66,453
|
|
2.1
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated July 17, 2009 (incorporated by reference from Registrant’s Form 8-K/A filed February 1, 2010 to Form 8-K dated July 17, 2009)
|
2.2
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated September 11, 2009 (incorporated by reference from Registrant’s Form 8-K/A filed December 21, 2009 to Form 8-K dated September 11, 2009)
|
2.3
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 29, 2010 (incorporated by reference from Registrant’s Form 8-K/A filed June 9, 2010 to Form 8-K dated January 29, 2010)
|
2.4
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated March 5, 2010 (incorporated by reference from Registrant’s Form 8-K dated March 5, 2010)
|
2.5
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 21, 2011 (incorporated by reference from Registrant’s Form 8-K dated January 21, 2011)
|
2.6
|
Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated July 8, 2011 (incorporated by reference from Registrant’s Form 8-K dated July 8, 2011)
|
2.7
|
Agreement and Plan of Merger by and between Registrant and First Citizens Bancorporation, Inc., dated as of June 10, 2014 (incorporated by reference from Registrant’s Form 8-K dated June 10, 2014)
|
2.8
|
First Amendment to Agreement and Plan of Merger by and between Registrant and First Citizens Bancorporation, Inc., dated as of July 29, 2014 (incorporated by reference from Registrant’s Form 8-K dated July 29, 2014).
|
3.1
|
Certificate of Incorporation of the Registrant, as amended (filed herewith)
|
3.2
|
Bylaws of the Registrant, as amended (incorporated by reference from Registrant’s Form 8-K dated June 10, 2014)
|
4.1
|
Specimen of Registrant’s Class A Common Stock certificate (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2008)
|
4.2
|
Specimen of Registrant’s Class B Common Stock certificate (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2008)
|
4.3
|
Indenture dated June 1, 2005 between Registrant’s subsidiary First-Citizens Bank & Trust Company and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference from Registrant’s Form 8-K dated June 1, 2005)
|
4.4
|
First Supplemental Indenture dated June 1, 2005 between Registrant’s subsidiary First-Citizens Bank & Trust Company and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference from Registrant’s Form 8-K dated June 1, 2005)
|
4.5
|
Amended and Restated Trust Agreement of FCB/NC Capital Trust III (incorporated by reference from Registrant’s Form 10-Q for the quarter ended June 30, 2006)
|
4.6
|
Guarantee Agreement relating to Registrant’s guarantee of the capital securities of FCB/NC Capital Trust III (incorporated by reference from Registrant’s Form 10-Q for the quarter ended June 30, 2006)
|
4.7
|
Junior Subordinated Indenture dated May 18, 2006 between Registrant and Wilmington Trust Company, as Debenture Trustee (incorporated by reference from Registrant’s Form 10-Q for the quarter ended June 30, 2006)
|
4.8
|
Form of Guaranty Agreement between First Citizens Bancorporation, Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, dated as of May 7, 2004 (previously filed as Exhibit 4.2 to Bancorporation's (Commission File No. 0-11172) Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2004, and incorporated herein by reference)
|
4.9
|
Junior Subordinated Indenture between First Citizens Bancorporation, Inc., and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated as of May 7, 2004 (previously filed as Exhibit 4.3 to Bancorporation's (Commission File No. 0-11172) Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2004, and incorporated herein by reference)
|
4.10
|
First Supplemental Indenture between Registrant and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated October 1, 2014 (incorporated by reference from Registrant's Form 8-K dated October 1, 2014)
|
4.11
|
Indenture dated April 5, 2005, between First Citizens Bancorporation, Inc., and Deutsche Bank Trust Company Americas, as Trustee (previously filed as Exhibit 4.1 to Bancorporation's (Commission File No. 0-11172) Current Report on Form 8-K, filed with the Commission on April 11, 2005, and incorporated herein by reference)
|
4.12
|
First Supplemental Indenture dated April 5, 2005, between First Citizens Bancorporation, Inc., and Deutsche Bank Trust Company Americas, as Trustee (previously filed as Exhibit 4.2 to Bancorporation’s (Commission File No. 0-11172) Current Report on Form 8-K, filed with the Commission on April 11, 2005, and incorporated herein by reference).
|
4.13
|
Second Supplemental Indenture dated October 1, 2014, between Registrant and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference from Registrant's Form 8-K dated October 1, 2014)
|
4.14
|
8% Subordinated Note due 2018 (Louise T. Adams) (incorporated by reference from Registrant's Form 8-K dated October 1, 2014)
|
4.15
|
8% Subordinated Note due 2018 (Greta T. Covington) (incorporated by reference from Registrant's Form 8-K dated October 1, 2014)
|
4.16
|
8% Subordinated Note due 2018 (John H. Terrell, III) (incorporated by reference from Registrant's Form 8-K dated October 1, 2014)
|
10.1
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Frank B. Holding, Jr. (incorporated by reference from Registrant’s Form 8-K dated February 18, 2011)
|
10.2
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Frank B. Holding (incorporated by reference from Registrant’s Form 8-K dated February 3, 2009)
|
10.3
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Hope Holding Bryant (incorporated by reference from Registrant’s Form 8-K dated February 18, 2011)
|
10.4
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Edward L. Willingham, IV (incorporated by reference from Registrant’s Form 8-K dated February 18, 2011)
|
10.5
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to IronStone Bank, and James M. Parker (incorporated by reference from Registrant’s Form 10-Q for the quarter ended September 30, 2007)
|
10.6
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to IronStone Bank, and James M. Parker (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2008)
|
10.7
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to IronStone Bank, and James M. Parker (incorporated by reference from Registrant’s Form 8-K dated February 4, 2009)
|
10.8
|
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to IronStone Bank, and James M. Parker (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2010)
|
10.9
|
Retirement and Consultation Agreement and Release between Registrant's subsidiary, First-Citizens Bank & Trust Company, and Glenn McCoy (filed herewith)
|
10.10
|
Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement between Registrant's subsidiary, First Citizens-Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Peter M. Bristow. (filed herewith)
|
10.11
|
Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement between Registrant's subsidiary, First Citizens-Bank & Trust Company as successor by merger to First Citizens Bank and Trust Company, Inc., and Craig L. Nix. (filed herewith)
|
10.12
|
409A Deferred Compensation Plan of Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc. (filed herewith)
|
10.13
|
Deferred Compensation Plan of Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First-Citizens Bank and Trust Company, Inc. (filed herewith)
|
10.14
|
Long-Term Incentive Plan, of Registrant's subsidiary, First-Citizens Bank & Trust Company (incorporated by reference from Registrant's Form 8-K dated April 29, 2014)
|
10.15
|
Form of Long-Term Incentive Plan Award Agreement (incorporated by reference from Registrant's Form 8-K dated April 29, 2014)
|
10.16
|
Long-Term Compensation Plan of Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc. (filed herewith)
|
10.17
|
Long-Term Compensation Plan 2011 award agreement between Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Craig Nix (filed herewith)
|
*
|
|
Interactive data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
|
FIRST CITIZENS BANCSHARES, INC. (Registrant)
|
|
/S/ FRANK B. HOLDING, JR.
|
|
Frank B. Holding, Jr.
Chairman and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ F
RANK
B. H
OLDING
, J
R
.
Frank B. Holding, Jr.
|
|
Chairman and Chief Executive Officer
|
|
February 25, 2015
|
|
|
|
||
/
S
/ C
RAIG
L. N
IX
Craig L. Nix
|
|
Chief Financial Officer (principal financial officer)
|
|
February 25, 2015
|
|
|
|
||
/
S
/ L
ORIE
K. R
UPP
Lorie K. Rupp
|
|
Vice President and Chief Accounting Officer (principal accounting officer)
|
|
February 25, 2015
|
|
|
|
|
|
/s/ J
OHN
M. A
LEXANDER
, J
R
. *
John M. Alexander, Jr.
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ V
ICTOR
E. B
ELL
, III *
Victor E. Bell, III
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ H
OPE
H
OLDING
B
RYANT
*
Hope Holding Bryant
|
|
Director
|
|
February 25, 2015
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ H. L
EE
D
URHAM
, J
R
. *
H. Lee Durham, Jr.
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ D
ANIEL
L. H
EAVNER
*
Daniel L. Heavner
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ R
OBERT
R. H
OPPE
*
Robert R. Hoppe
|
|
Director
|
|
February 25, 2015
|
|
|
|
|
|
/s/ L
UCIUS
S. J
ONES
*
Lucius S. Jones
|
|
Director
|
|
February 25, 2015
|
|
|
|
|
|
/s/ F
LOYD
L. K
EELS
*
Floyd L. Keels
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ R
OBERT
E. M
ASON
, IV *
Robert E. Mason, IV
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ R
OBERT
T. N
EWCOMB
*
Robert T. Newcomb
|
|
Director
|
|
February 25, 2015
|
|
|
|
||
/s/ J
AMES
M. P
ARKER
*
James M. Parker
|
|
Director
|
|
February 25, 2015
|
*
|
|
Craig L. Nix hereby signs this Annual Report on Form 10-K on February 25, 2015, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith.
|
By:
|
|
/S/ CRAIG L. NIX
|
|
|
Craig L. Nix
As Attorney-In-Fact
|
Class
|
Number of Shares
|
|
Par Value Per Share
|
Class A Common
|
11,000,000
|
|
$1.00
|
Class B Common
|
2,000,000
|
|
$1.002
|
|
By:
/s/ Frank B. Holding, Jr.
|
|
|
Frank B. Holding, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
(1)
|
delete Article IV thereof in its entirety and insert a new Article IV, as set forth in Exhibit A, in its place, and
|
(2)
|
delete Article VII thereof in its entirety with no replacement.
|
|
First Citizens BancShares, Inc.
|
|
|
|
|
|
By:
/s/ Frank B. Holding, Jr.
|
|
|
Frank B. Holding, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
Class
|
Number
of Shares
|
Par Value
Per Share
|
Class A Common Stock
|
11,000,000
|
$1.00
|
Class B Common Stock
|
2,000,000
|
$1.00
|
Preferred Stock
|
10,000,000
|
$0.01
|
Total Shares
|
23,000,000
|
|
A.
|
Common Stock
|
B.
|
Preferred Stock
|
|
First Citizens BancShares, Inc.
|
|
|
|
|
|
By:
/s/ Frank B. Holding, Jr.
|
|
|
Frank B. Holding, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
Class
|
Number
of Shares
|
Par Value
Per Share
|
Class A Common Stock
|
16,000,000
|
$1.00
|
Class B Common Stock
|
2,000,000
|
$1.00
|
Preferred Stock
|
10,000,000
|
$0.01
|
Total Shares
|
28,000,000
|
|
1.1
|
“Adjustment Date”
means the last day of each calendar month, and any other date specified by the Administrator upon or as of which accounts are adjusted as set forth in Article 6.
|
1.2
|
“Administrator”
means the Committee or any person to whom the Committee has delegated some or all of its administrative responsibilities under the Plan.
|
1.3
|
“Affiliate”
means any corporation with respect to which the Bank owns, directly or indirectly, more than 50 percent of the corporation’s outstanding capital stock, and any other entity the Administrator designates as an Affiliate.
|
1.4
|
“Authorized Leave of Absence”
means either (a) a leave of absence authorized by the Participating Company provided that the Employee returns within the period specified; or (b) an absence required to be considered an Authorized Leave of Absence by applicable law.
|
1.5
|
“Bank”
means First Citizens Bank and Trust Company, Inc. or any entity which succeeds to its rights and obligations with respect to the Plan.
|
1.6
|
“Beneficiary”
means the beneficiary or beneficiaries designated by a Participant pursuant to Article 9 to receive the benefits, if any, payable on behalf of the Participant under the Plan after the death of such Participant, or, when there has
|
1.7
|
“Board”
means the Board of Directors of the Bank.
|
1.8
|
“Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.
|
1.9
|
“Committee”
means the Committee provided for in Article 8 and responsible for administering the Plan.
|
1.10
|
“Compensation”
means the Salary and Performance-Based Compensation payable by a Participating Employer to an Employee for Service.
|
1.11
|
“Deferral Election”
means the Participant’s written election, made in accordance with Section 3.1, to forgo the receipt of a stipulated amount of Compensation. Amounts so foregone are called “Deferrals.”
|
1.12
|
“Deferrals”
means amounts of Compensation foregone pursuant to a Deferral Election.
|
1.13
|
“Disability Retirement”
means, with respect to a Participant who incurs a Termination of Employment on account of Total Disability, the Participant shall be deemed to have taken Disability Retirement six months thereafter, provided the Participant’s Total Disability continues until such Disability Retirement.
|
1.14
|
“Early Retirement”
means Termination of Employment prior to Normal Retirement, other than on account of death or Disability Retirement, on or after the date the Participant attains Early Retirement Age.
|
1.15
|
“Early Retirement Age”
means the earlier of the date a Participant attains age 50 with 15 years of Service or the date a Participant attains age 55 with 10 years of Service.
|
1.16
|
“Effective Date”
means the date the provisions of this Plan became effective, January 1, 2005. The Effective Date of this amendment and restatement of the Plan is January 31, 2013.
|
1.17
|
“Employee”
means a person who is a common law employee of a Participating Company or an Affiliate.
|
1.18
|
“Employer Discretionary Allocation”
means a dollar amount allocated to a Participant’s Retirement Account pursuant to Plan Section 3.2.
|
1.19
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended. All citations to sections of ERISA are to such sections as they may from time to time be amended or renumbered.
|
1.20
|
“Interest”
means, with respect to each Adjustment Date, the dollar amount of interest to be credited to the Participant’s Retirement Account as provided in Article 6. The rate of Interest shall be determined in accordance with Plan Section 3.3.
|
1.21
|
“Normal Retirement”
means Termination of Employment, other than on account of death, on or after the date the Participant attains Normal Retirement Age.
|
1.22
|
“Normal Retirement Age”
means age 65.
|
1.23
|
“Participant”
means any individual who commenced participation in the Plan as provided in Article 2 and who is either (a) an Employee, (b) a former Employee who is eligible for a benefit under the Plan, or (c) a former Employee whose employment terminated on account of Total Disability and who may later become eligible for a benefit under the Plan.
|
1.24
|
“Participating Company”
means the Bank or an Affiliate which, by action of its board of directors or equivalent governing body and with the written consent of the Board, has adopted the Plan; provided that the Board may, subject to the foregoing provision, waive the requirement that such board of directors or equivalent governing body effect such adoption. By its adoption of or participation in the Plan, a Participating Company shall be deemed to appoint the Bank its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Bank and accept the delegation to the Committee of all the power and authority conferred upon it by the Plan. The authority of the Bank to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term “Participating Company” shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise.
|
1.25
|
“Performance-Based Compensation”
means Compensation that is: (1) variable and contingent on the satisfaction of pre-established organizational or individual performance criteria and (2) not readily ascertainable at the time of a Deferral Election. Commissions and other incentive compensation determined over period of less than 12 months will not be considered Performance-Based Compensation.
|
1.26
|
“Plan”
means the 409A Deferred Compensation Plan of First Citizens Bank and Trust Company, Inc., as contained herein and as it may be amended from time to time hereafter.
|
1.27
|
“Plan Year”
means the calendar year ending on each December 31st.
|
1.28
|
“Retirement Account”
means, with respect to each Participant’s Deferrals and Employer Discretionary Allocations (and Interest on such amounts), the separate bookkeeping account adjusted as of each Adjustment Date as provided in Section 6.2. The Retirement Account may also be referred to as the Retirement Benefit. Subaccounts shall be maintained within each Participant’s Retirement Account.
|
1.29
|
“Retirement”
means a Participant’s Normal Retirement, Early Retirement, or Disability Retirement. The term “Retire” means the act of taking Retirement.
|
1.30
|
“Salary”
means, with respect to an Employee, the regular base salary (exclusive of fringe and other employment benefits), commissions and incentive compensation determined for a period of less than 12 months payable by the Participating Company to the Employee for Service. Salary shall not include Performance-Based Compensation.
|
1.31
|
“Service”
means employment with the Participating Company or any Affiliate. Notwithstanding any provision in the Plan to the contrary, periods of Total Disability constitute Service.
|
1.32
|
“Severance”
means Termination of Employment other than on account of Retirement, death, or Total Disability.
|
1.33
|
“Surviving Spouse”
means the survivor of a deceased Participant to whom such deceased Participant was legally married immediately before the Participant’s death.
|
1.34
|
“Termination of Employment”
means a Termination of Employment with the Participating Company or an Affiliate; provided, however, that the transfer of an Employee from employment by one Participating Company or an Affiliate to employment by another Participating Company or Affiliate shall not constitute a Termination of Employment; and provided further that a Termination of Employment shall occur on the earlier of (a) or (b) where:
|
(a)
|
is the date as of which an Employee quits, is discharged, terminates employment in connection with a disability (including Total Disability), Retires or dies, and
|
(b)
|
is the first day of absence of an Employee who fails to return to employment at the expiration of an Authorized Leave of Absence.
|
1.35
|
“Total Disability”
occurs when a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer. “Totally Disabled” means being under a Total Disability.
|
1.36
|
“Unforeseeable Emergency”
means a severe financial hardship to the Participant resulting from an illness or accident of the Participant or the Participant’s spouse, Beneficiary or dependent; a loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as result of events beyond the control of the Participant.
|
2.1
|
Eligibility.
An Employee shall be eligible to become a Participant in the Plan if the Employee:
|
a.
|
is a member of the Participating Company’s “select group of management or highly compensated employees,” as defined in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, as amended; and
|
b.
|
is designated in writing by the Committee as eligible.
|
2.2
|
Participation.
An Employee who is eligible under Plan Section 2.1 to become a Participant shall become a Participant upon the execution and delivery of a Deferral Election under this Plan. Notwithstanding the preceding, an Employee who is eligible under Plan Section 2.1 and who receives an Employer Discretionary Allocation shall become a Participant when the Employer Discretionary Allocation is declared.
|
2.3
|
Duration of Participation.
A Participant shall continue to be a Participant until the date the Participant is no longer entitled to a benefit under this Plan.
|
3.1
|
Deferral Elections.
|
a.
|
Procedures.
|
1.
|
First Year of Participation.
An Employee shall have 30 days following the date the Employee first becomes eligible to participate in this Plan in which to execute and deliver to the Administrator a Deferral Election by which the Participant elects to defer a stipulated amount of Salary to be earned after the Deferral Election is made and which, but for such Deferral Election, would be paid to the Participant. Notwithstanding any other provision of the Plan to the contrary, an Employee who enters the Plan on any date other than January 1 of the Plan Year may not elect to defer any Performance-Based Compensation earned by the Participant during the initial Plan Year of participation of less than 12 months.
|
2.
|
Subsequent Years of Participation.
Unless a longer period is authorized under this Section 3.1(a), an eligible Employee shall have until December 31 of each Plan Year to execute and deliver to the Administrator a Deferral Election providing for the Deferral of a stipulated amount of Salary and Performance-Based Compensation to be earned during the next Plan Year and in future Plan Years which, but for such Deferral Election, would be paid to the Participant.
|
3.
|
Deferral of Performance-Based Compensation.
In the case of any Performance-Based Compensation for services performed over a period of at least 12 months, an eligible Employee must execute and deliver to the Administrator a valid Deferral Election no later than six months before the end of the performance period.
|
4.
|
Other Rules.
Once made, a Deferral Election shall remain in effect for each succeeding Plan Year until amended or revoked. The Administrator may establish administrative rules regarding the method, timing, and form of Deferral Elections under this Plan Section 3.1, including rules that are more restrictive than described above if the Administrator deems such rules necessary for the administration of this Plan.
|
b.
|
Maximum Deferrals.
An eligible Employee is prohibited from making any Deferral Election which would result in Deferrals for a Plan Year in excess of 10% of Salary or 10% of Performance-Based Compensation.
|
c.
|
Minimum Deferrals.
An eligible Employee is prohibited from making any Deferral Election which would result in Deferrals for a Plan Year of less than $2,000. The foregoing notwithstanding, the Committee, in the exercise of its discretion, may waive such minimum Deferral requirement for any Participant with respect to one or more Plan Years.
|
d.
|
No Revocation of Deferral Election.
Any Participant who has made a Deferral Election with respect to Salary may not subsequently cancel or modify that Deferral Election on or after the first day of that Plan Year. Any Participant who has made a Deferral Election with respect to Performance-Based Compensation may not subsequently cancel or modify that Deferral Election on or after the first day of the six-month period before the end of the performance period.
|
3.2
|
Employer Discretionary Allocations.
From time to time during the existence of the Plan, the Participating Company may, in its sole and absolute discretion, identify an Employee who is eligible under Plan Section 2.1(a) for an Employer Discretionary Allocation. In this case, the Participating Company shall declare in writing a dollar amount for the benefit of the Participant to be allocated to such Participant’s Retirement Account as of a specific Allocation Date. The Employer Discretionary Allocations shall be accounted for in a separate subaccount of the Participant’s Retirement Account.
|
3.3
|
Interest.
The Retirement Account of each Participant, shall accrue Interest. Interest shall separately accrue on the subaccounts maintained for Deferrals and Employer Discretionary Allocations. Also, Interest accrued on Deferrals and Employer Discretionary Allocations shall be maintained in separate subaccounts of the Retirement Account.
|
a.
|
Floating Interest Rate.
A rate of interest that may be changed prospectively from time to time, by written action of the Board; or
|
b.
|
Fixed Interest Rate.
A rate of interest that is fixed when the Employee first becomes a Participant under Plan Section 2.2. The fixed rate of interest shall be used for all purposes under the Plan while the Participant or the Participant’s Beneficiary is entitled to a benefit under this Plan.
|
4.1
|
Retirement Benefit.
|
a.
|
Eligibility.
Upon a Participant’s Retirement, the Participating Company shall pay the Participant’s Retirement Account as described in this Section 4.1.
|
b.
|
Payment Method, Timing, and Amount.
The Participant shall elect the method of payment of the Retirement Account when the Deferral Election is made. Subject to Section 4.1(d) below, the Participant may elect one of the following payment methods:
|
i.
|
Lump sum equal to the Participant’s Retirement Account;
|
ii.
|
5-year annuity;
|
iii.
|
10-year annuity;
|
iv.
|
15-year annuity; and
|
v.
|
20-year annuity.
|
c.
|
Determination of Annual Payments.
The annual payment amount to be made under an annuity distribution alternative under Plan Section 4.1(b)(2) through (5) shall be determined under one of the following two methods selected by the Participant in the Deferral Election:
|
i.
|
Level Payment Method.
The level payment method shall calculate an amount required to distribute the Participant’s entire Retirement Account in substantially equal annual amounts over the annuity period determined under Plan Section 4.1(b) using the following formula:
|
Account Balance
|
$100,000
|
Annuity Factor
|
x 0.1490294887
|
Annuity Payment
|
$ 14,903
|
ii.
|
Percentage of Retirement Account Balance Method.
The percentage of Retirement Account balance method shall use the following formula:
|
d.
|
Acceleration of Payments.
Notwithstanding the other provisions of this Article 4 (including any Participant distribution election), if the Administrator, in the exercise of its sole and absolute discretion, so directs at any time, the Participating Company may accelerate the time or schedule of payment of the Participant’s Retirement Benefit at its then current present value, or any portion thereof, including, without limitation, the optional form of benefit selected by a Participant, if any, under Sections 4.1(b) for any reason allowed pursuant to Code Section
|
4.2
|
Reemployment.
If a Retired Participant again becomes an Employee, such reemployment shall not change, suspend, delay, or otherwise affect payment of the Participant’s Retirement Account, and such Participant shall not be eligible to make Deferrals following such reemployment unless the Administrator so authorizes.
|
4.3
|
Death.
If a Participant dies before beginning distributions, then the deceased Participant’s Retirement Benefit shall be paid in any manner allowed under Plan Section 4.1(b) as elected by the Participant in the Participant’s Beneficiary designation form or, if no such election is made, in a lump-sum to the Participant’s Beneficiary(ies) during the 90-day period beginning on the first day of the seventh month following the Participant’s death; provided, that the Beneficiary(ies) shall not have a right to designate the taxable year of the payment. If a Retired Participant dies after beginning distributions but before receiving the entire Retirement Benefit, the remaining Retirement Benefit will be paid to the Participant’s Beneficiary in the same manner as was in effect on the date of the Participant’s death or in any manner allowed under Plan Section 4.1(b) as elected by the Participant on the Participant’s Beneficiary designation form.
|
4.4
|
Payment of Plan Benefits Upon Severance.
When a Participant terminates employment for reasons other than Retirement and therefore incurs Severance, the Participant’s Retirement Account shall be paid in a lump-sum during the 90-day period beginning on the first day of the seventh month following the date of Serverance; provided, that the Participant shall not have a right to designate the taxable year of the payment.
|
4.5
|
Commencement of Payments to Specified Employees.
Notwithstanding any other provision in this Plan to the contrary, a Participant who is a “specified employee” may not begin receipt of Plan benefits upon Termination of Employment any earlier than six months after the date of Termination of Employment (or, if earlier, the date of death of the Participant). For purposes of the preceding sentence, a “specified employee” is a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on an established securities market or otherwise.
|
5.1
|
Payment Upon Occurrence of an Unforeseeable Emergency.
If the Participant incurs an Unforeseeable Emergency, the Participant may request a distribution of all or part of the Participant’s Retirement Account. The Administrator shall take the Participant’s request under advisement and may distribute all or part of such Retirement Account to the Participant. The decision to make a distribution as a result of an Unforeseeable Emergency shall be based upon the facts and circumstances of each case. However, in no event shall the amount distributed exceed the lesser of the amount which is necessary to satisfy or alleviate the Participant’s Unforeseeable Emergency (plus any appropriate taxes), or the then-current value of the Participant’s Retirement Account. In the event that the request for an Unforeseeable Emergency distribution is approved and the Plan makes the same, the Participant’s Deferral Election shall be deemed void with respect to Deferrals after the date of the Unforeseeable Emergency distribution and the Participant shall be precluded from filing a subsequent Deferral Election to be effective before the first day of the 12th month following the date on which the Unforeseeable Emergency distribution is made.
|
6.1
|
Accounts.
The Administrator shall establish and cause to be maintained with respect to each Participant’s Deferrals, Employer Discretionary Allocations, and Interest accrued on Deferrals and Employer Discretionary Allocations separate subaccounts as part of the Participant’s Retirement Account and as of each Adjustment Date shall adjust each subaccount as provided in this Article 6.
|
6.2
|
Adjustments to Retirement Account.
As of each Adjustment Date, the Administrator shall adjust each Retirement Account by the following:
|
i.
|
Retirement Account Payments and Forfeitures.
There shall be debited Retirement Benefits distributed or forfeited pursuant to Article 4, Deferrals paid pursuant to Article 5, forfeitures provided for under Article 7, and any other amounts that are properly allocable to the account as a reduction in the Retirement Account balance.
|
ii.
|
Interest.
There shall be credited Interest for the period since the last Adjustment Date. Interest shall equal the product of the account, adjusted as of the Adjustment Date immediately preceding and after
|
iii.
|
Deferrals.
There shall be credited the Participant’s Deferrals, if any, made since the last Adjustment Date and allocable to the account.
|
iv.
|
Employer Discretionary Allocations.
There shall be credited the Employer Discretionary Allocations declared for the benefit of the Participant, if any, made since the last Adjustment Date and allocable to the account.
|
7.1
|
Faithful Performance.
Notwithstanding any provision in this Plan to the contrary, any benefit to be paid to or on behalf of any Participant under this Plan shall be reduced by the amount of any financial loss caused by the Participant’s criminal act or actions affecting a Participating Company or an Affiliate or the amount of any financial loss caused by a Participant’s embezzlement of money or property from a Participating Company or an Affiliate.
|
7.2
|
Intent to Comply with Internal Revenue Code Section 409A.
This Plan is adopted by the Bank effective January 1, 2005, and the Bank intends for the terms, conditions and administration of this Plan to satisfy the requirements of IRC §409A in form and operation for the deferral of income under a nonqualified plan. In addition to any general right the Bank has reserved to amend or terminate this Plan, the Committee shall have the authority to amend the Plan and any Deferral Election, retroactively if necessary, in order to effectuate the Bank’s and a Participant’s intent to defer compensation in compliance with Code Section 409A.
|
8.1
|
Powers and Duties of the Committee.
The Committee shall have general responsibility for the administration of the Plan (including but not limited to complying with reporting and disclosure requirements (if any), and establishing and maintaining Plan records). In the exercise of its sole and absolute discretion, the Committee shall interpret the Plan’s provisions and determine the eligibility of individuals for benefits.
|
8.2
|
Agents.
The Committee may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the Participating Company or an Affiliate, and make use of such agents and clerical or other personnel, as it shall require or may deem advisable for purposes of the Plan. The Committee may rely upon the written opinion of any legal counsel or accountants engaged by the Committee, and may delegate to any such agent or to any subcommittee or member of the Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Committee. The Committee shall have discretion and authority to delegate all or some of its administrative responsibilities to the Bank’s Human Resources department or any other department, manager, or officer of the Bank as deemed appropriate by the Committee.
|
8.3
|
Reports to Board.
The Committee shall report to the Board or to a committee of the Board designated for that purpose, as frequently as the Board or such committee shall specify, with regard to the matters for which the Committee is responsible under the Plan.
|
8.4
|
Structure of Committee.
The Committee shall consist of the Compensation Committee of the Bank as it exists from time to time. No member of the Committee shall be entitled to act on or decide any matter relating solely to such member or any of such member’s rights or benefits under the Plan. In the event the Committee is unable to act in any matter by reason of the foregoing restriction, the Board shall act on such matter. The members of the Committee shall not receive any special compensation for serving in the capacity as members of the Committee but shall be reimbursed for any reasonable expenses incurred in connection herewith. Except as otherwise required by ERISA, no bond or other security shall be required of the Committee or any member thereof in any jurisdiction. Any member of the Committee, any subcommittee or agent to whom the Committee delegates any authority, and any other person or group of persons, may serve in more than one fiduciary capacity with respect to the Plan.
|
8.5
|
Adoption of Procedures of Committee.
The Committee shall establish its own procedures and the time and place for its meetings, and provide for the keeping of minutes of all meetings. A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Any action of the Committee may be taken upon the affirmative vote of a majority of the members of the Committee at a meeting. The Committee may also act without meeting by unanimous written consent.
|
8.6
|
Instructions for Payments.
All requests of or directions to the Participating Company for payment or disbursement shall be signed by a member of the Committee or such other person or persons as the Committee may from time to time
|
8.7
|
Claims for Benefits.
All claims for benefits under the Plan shall be submitted in writing to the Committee. Within a reasonable period of time the Committee shall decide the claim by majority vote. Written notice of the decision on each such claim shall be furnished within 30 days after receipt of the claim. If the claim is wholly or partially denied, such written notice shall set forth an explanation of the specific findings and conclusions on which such denial is based. A claimant may review all pertinent documents and may request a review by the Committee of such a decision denying the claim. Such a request shall be made in writing and filed with the Committee within 60 days after delivery to said claimant of written notice of said decision. Such written request for review shall contain all additional information which the claimant wishes the Committee to consider. The Committee may hold any hearing or conduct any independent investigation which it deems necessary to render its decision, and the decision on review shall be made as soon as possible after the Committee’s receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant within 30 days after receipt by the Committee for a request for review. Written notice of the decision on review shall include specific reasons for such decision.
|
8.8
|
Mandatory Arbitration.
Any controversy or claim arising out of or relating to a final decision, upon review pursuant to the procedures of Plan Section 8.7 above, that denies, whether in whole or part, a claim for benefits under the Plan shall be settled by arbitration using three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be subject to the statute of limitations that would apply if the claim on which arbitration is based were brought as a suit in a United States District Court under the ERISA. Notwithstanding the grant of any discretionary authority under the Plan, the arbitration shall be a de novo review and the arbitrators shall not be limited to merely determining whether an abuse of discretion has occurred. For all purposes under the Plan, the arbitrators shall have discretionary authority to decide the claim and their decision shall be final, binding, and conclusive on all interested parties. The site of any such arbitration shall be in the executive offices of the Bank. Each party shall pay their own costs for arbitration. The arbitrators shall allocate the cost of arbitration among the parties in their sole and absolute discretion.
|
8.9
|
Hold Harmless.
To the maximum extent permitted by law, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Participating Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Bank’s own assets), each member of the Committee and each other officer, Employee, or director of the Participating Company or an Affiliate to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Participating Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.
|
8.10
|
Service of Process.
The Secretary of the Bank or such other person designated by the Board shall be the agent for service of process under the Plan.
|
9.1
|
Beneficiary Designation.
Every Participant shall file with the Administrator a written designation of one or more persons as the Beneficiary who shall be entitled to receive the benefits, if any, payable under the Plan after the Participant’s death. A Participant may from time to time revoke or change such Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Administrator. The last such designation received by the Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Administrator prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt. All decisions of the Administrator concerning the effectiveness of any Beneficiary designation, and the identity of any Beneficiary, shall be final. If a Beneficiary shall die after the death of the Participant and prior to receiving the payment(s) that would have been made to such Beneficiary had such Beneficiary’s death not occurred, then for the purposes of the Plan the payment(s) that would have been received by such Beneficiary shall be made to the Beneficiary’s estate.
|
9.2
|
Failure to Designate Beneficiary.
If no Beneficiary designation is in effect at the time of a Participant’s death, the benefits, if any, payable under the Plan after the Participant’s death shall be made to the beneficiary designated in writing under the Bank’s 401(k) Plan, if any, or if no such written designation exists, to the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, to the Participant’s estate. If the Administrator is in doubt as to the
|
10.1
|
Withdrawal of Participating Company.
The Participating Company (other than the Bank) may withdraw from participation in the Plan by giving the Board prior written notice approved by resolution by its board of directors or similar governing body specifying a withdrawal date, which shall be the last day of a month at least 30 days subsequent to the date which notice is received by the Board. The Participating Company shall withdraw from participating in the Plan if and when it ceases to be either a division of the Bank or an Affiliate. The Board may require the Participating Company to withdraw from the Plan, as of any withdrawal date the Board specifies.
|
10.2
|
Effect of Withdrawal.
A Participating Company’s withdrawal from the Plan shall not in any way modify, reduce, or otherwise affect the Participating Company’s obligations under Deferral Elections and Employer Discretionary Allocations (or Interests accruals thereon) made before the withdrawal, as such obligations are defined under the provisions of the Plan existing immediately before the withdrawal. Withdrawal from the Plan by any Participating Company shall not in any way affect any other Participating Company’s participation in the Plan.
|
11.1
|
Right to Amend or Terminate the Plan.
|
a.
|
The Board reserves the right at any time to amend or terminate the Plan by corporate resolution, in whole or in part, and for any reason and without the consent of any Participating Company, Participant, or Beneficiary. Each Participating Company by its participation in the Plan shall be deemed to have delegated this authority to the Board.
|
b.
|
The Committee may adopt any ministerial and nonsubstantive amendment which may be necessary or appropriate to facilitate the administration, management, and interpretation of the Plan, provided the amendment does not materially affect the currently estimated cost to the Participating Companies of maintaining the Plan. Each Participating Company by its participation in the Plan shall be deemed to have delegated this authority to the Committee.
|
c.
|
In no event shall an amendment or termination modify, reduce, or otherwise affect the Participating Company’s obligations under Deferral Elections or Employer Discretionary Allocations (or both) made before the amendment or termination, as such obligations are defined under the provisions of the Plan existing immediately before such amendment or termination.
|
11.2
|
Notice.
Notice of any amendment or termination of the Plan shall be given by the Board or the Committee, whichever adopts the amendment, to the other and all Participating Companies.
|
12.1
|
No Right to Continued Employment.
Nothing contained in the Plan shall give any Employee the right to be retained in the employment of the Participating Company or Affiliate or affect the right of any such employer to dismiss any Employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and Employee or consideration for, or an inducement to or condition of, the employment of any Employee.
|
12.2
|
Payment on Behalf of Payee.
If the Administrator shall find that any person to whom any amount is payable under the Plan is unable to care for such person’s affairs because of illness or accident, or is a minor, or had died, then any payment due such person or such person’s estate (unless a prior claim therefore has been made by a duly appointed legal representative) may, if the Administrator so elects, be paid to such person’s spouse, a child, a relative, an institute maintaining or having custody of such person, or any other person deemed by the Administrator to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Plan and the Participating Company therefore.
|
12.3
|
Nonalienation.
No interest, expectancy, benefit, payment, claim, or right of any Participant or Beneficiary under the Plan shall be (a) subject in any manner to any claims of any creditor of the Participant or Beneficiary; (b) subject to the debts, contracts, liabilities or torts of the Participant or Beneficiary; or (c) subject to alienation by anticipation, sale,
|
12.4
|
Missing Payee.
If the Administrator cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, and if, after five years from the date such payment is due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Administrator or the Participating Company, and within three months after such mailing such person has not made written claim therefore, the Administrator, if it so elects, after receiving advice from counsel to the Plan, may direct that such payment and all remaining payments otherwise due to such person be canceled on the records of the Plan and the amount thereof forfeited, and upon such cancellation, the Participating Company shall have no further liability therefore, except that, in the event such person later notifies the Administrator of such person’s whereabouts and requests the payment or payments due to such person under the Plan, the amounts otherwise due but unpaid as of the date payment would have been made shall be paid to such person without Interest for late payment.
|
12.5
|
Required Information.
Each Participant shall file with the Administrator such pertinent information concerning himself or herself, such Participant’s Beneficiary, or such other person as the Administrator may specify, and no Participant, Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless such information is filed by or with respect to the Participant.
|
12.6
|
Cooperation of Participant.
If a Participating Company elects to purchase life insurance on a Participant’s life or enter into any other investment or insurance product intended to accumulate funds to be used by the Bank to pay benefits under the Plan, the Participant shall cooperate in the acquisition of such policy or such other investment but shall have no other claim to such policy or such other investment.
|
12.7
|
No Trust or Funding Created.
The obligations of the Participating Company to make payments hereunder shall constitute a liability of the Participating Company to a Participant or Beneficiary, as the case may be. Such payments shall be made from the general funds of the Participating Company, and the Participating Company shall not be required to establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participant’s life, or otherwise to segregate assets to assure that such payment shall be made, and neither a Participant nor a Beneficiary shall have any interest in any particular asset of the Participating Company by reason of its obligations hereunder. Nothing contained in the Plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Participating Company and a Participant or any other person. The rights and claims of a Participant or a Beneficiary to a benefit provided hereunder shall have no greater or higher status than the rights and claims of any other general, unsecured creditor of the Participating Company.
|
12.8
|
Binding Effect.
Obligations incurred by the Participating Company pursuant to this Plan shall be binding upon and inure to the benefit of the Participating Company, its successors and assigns, and the Participant and the Participant’s Beneficiary.
|
12.9
|
Merger or Consolidation.
In the event of a merger or consolidation by the Participating Company with another corporation, or the acquisition of substantially all of the assets or outstanding stock of the Participating Company by another corporation, then and in such event the obligations and responsibilities of the Participating Company under this Plan shall be assumed by any such successor or acquiring corporation, and all of the rights, privileges, and benefits of the Participants and Beneficiaries hereunder shall continue.
|
12.10
|
Entire Plan.
This document and any written amendments hereto, the Deferral Elections, and the beneficiary designation forms contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.
|
1.1
|
"Adjustment Date"
means the last day of each calendar month, and any other date specified by the Committee upon or as of which accounts are adjusted as set forth in Article 6.
|
1.2
|
"Affiliate"
means any corporation with respect to which the Bank owns, directly or indirectly, more than 50 percent of the corporation's outstanding capital stock, and any other entity the Committee designates an Affiliate.
|
1.3
|
"Authorized Leave of Absence"
means either (a) a leave of absence authorized by the Participating Company provided that the Employee returns within the period specified; or (b) an absence required to be considered an Authorized Leave of Absence by applicable law.
|
1.4
|
"Bank"
means First-Citizens Bank and Trust Company of South Carolina or any entity which succeeds to its rights and obligations with respect to the Plan.
|
1.5
|
"Beneficiary"
means the beneficiary or beneficiaries designated by a Participant pursuant to Article 9 to receive the benefits, if any, payable on behalf of the Participant under the Plan after the death of such Participant, or, when there has been no such designation or an invalid designation, the individual or entity, or the individuals or entities, who will receive such amount.
|
1.6
|
"Board"
means the Board of Directors of the Bank.
|
1.7
|
"Code"
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.
|
1.8
|
"Committee"
means the Committee provided for in Article 8 and responsible for administering the Plan.
|
1.9
|
"Deferrals"
means amounts of Salary foregone pursuant to a Salary Deferral Election.
|
1.10
|
"Disability Retirement"
means, with respect to a Participant who incurs a Termination of Employment on account of Total Disability, the Participant shall be deemed to have taken Disability Retirement six months thereafter, provided the Participant's Total Disability continues until such Disability Retirement.
|
1.11
|
"Early Retirement"
means Termination of Employment prior to Normal Retirement, other than on account of death or Disability Retirement, pursuant to a plan approved by the Board specifically allowing payment of benefits under this Plan upon such retirement under Section 4.1(e).
|
1.12
|
"Effective Date"
means the date the provisions of this Plan become effective, January 1, 1998.
|
1.13
|
"Employee"
means a person who is a common law employee of a Participating Company or an Affiliate.
|
1.14
|
"Employer Discretionary Allocation"
means a dollar amount allocated to a Participant’s Retirement Account pursuant to Plan Section 3.2.
|
1.15
|
"ERISA"
means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended. All citations to sections of ERISA are to such sections as they may from time to time be amended or renumbered.
|
1.16
|
"Interest"
means, with respect to each Adjustment Date, the dollar amount of interest to be credited to the Participant's Retirement Account as provided in Article 6. The rate of Interest shall be determined in accordance with Plan Section 3.3.
|
1.17
|
"Normal Retirement"
means Termination of Employment, other than on account of death, on or after the date the Participant attains Normal Retirement Age.
|
1.18
|
"Normal Retirement Age"
means age 65.
|
1.19
|
"Participant"
means any individual who commenced participation in the Plan as provided in Article 2 and who is either (a) an Employee, (b) a former Employee who is eligible for a benefit under the Plan, or (c) a former Employee whose employment terminated on account of Total Disability and who may later become eligible for a benefit under the Plan.
|
1.20
|
"Participating Company"
means the Bank or an Affiliate which, by action of its board of directors or equivalent governing body and with the written consent of the Board, has adopted the Plan; provided that the Board may, subject to the foregoing provision, waive the requirement that such board of directors or equivalent governing body effect such adoption. By its adoption of or participation in the Plan, a Participating Company shall be deemed to appoint the Bank its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Bank and accept the delegation to the Committee of all the power and authority conferred upon it by the Plan. The authority of the Bank to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term "Participating Company" shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise.
|
1.21
|
"Plan"
means the Deferred Compensation Plan of First-Citizens Bank and Trust Company of South Carolina, as contained herein and as it may be amended from time to time hereafter.
|
1.22
|
"Plan Year"
means the calendar year ending on each December 31
st
.
|
1.23
|
"Retirement Account"
means, with respect to each Participant's Deferrals and Employer Discretionary Allocations (and Interest on such amounts), the separate bookkeeping account adjusted as of each Adjustment Date as provided in Section 6.2. The Retirement Account may also be referred to as the Retirement Benefit. Subaccounts shall be maintained within each Participant’s Retirement Account.
|
1.24
|
"Retirement"
means a Participant's Normal Retirement, Early Retirement, or Disability Retirement. The term "Retire" means the act of taking Retirement.
|
1.25
|
"Salary"
means, with respect to an Employee, all cash compensation (exclusive of fringe and other employment benefits) payable by the Participating Company to the Employee for Service. Notwithstanding any provision in this Plan to the contrary, Salary shall include commissions.
|
1.26
|
"Salary Deferral Election"
means the Participant's written election, made in accordance with Section 2.4, on the form provided by the Committee, to forgo the receipt of a stipulated amount of Salary. Amounts so foregone are called "Deferrals."
|
1.27
|
"Service"
means employment with the Participating Company or any Affiliate. Notwithstanding any provision in the Plan to the contrary, periods of Total Disability constitute Service.
|
1.28
|
"Severance"
means Termination of Employment other than on account of Retirement, death, or Total Disability.
|
1.29
|
"Surviving Spouse"
means the survivor of a deceased Participant to whom such deceased Participant was legally married (as determined by the Committee) immediately before the Participant's death.
|
1.30
|
"Termination of Employment"
means a Termination of Employment with the Participating Company or an Affiliate as determined by the Committee in accordance with reasonable standards and policies adopted by the Committee; provided, however, that the transfer of an Employee from employment by one Participating Company or an Affiliate to employment by another Participating Company or Affiliate shall not constitute a Termination of Employment; and provided further that a Termination of Employment shall occur on the earlier of (a) or (b) where:
|
1.31
|
"Total Disability"
means a condition due to bodily injury or mental or physical disease that prevents the Participant from performing the substantial and material duties of his or her normal occupation. The Committee, in the exercise of its sole and absolute discretion, shall determine, based on competent medical advice, whether the Participant is under a Total Disability. "Totally Disabled" means being under a Total Disability.
|
2.1
|
Eligibility.
An Employee shall be eligible to become a Participant in the Plan if the Employee:
|
2.2
|
Participation.
An Employee who is eligible under Plan Section 2.1 to become a Participant shall become a Participant upon:
|
2.3
|
Duration of Participation.
A Participant shall continue to be a Participant until the date the Participant is no longer entitled to a benefit under this Plan.
|
3.1
|
Deferral Elections
|
3.2
|
Employer Discretionary Allocations.
From time to time during the existence of the Plan, the Participating Company may, in its sole and absolute discretion, identify an Employee who is eligible under Plan Section 2.1(a) for an Employer Discretionary Allocation. In this case, the Participating Company shall declare in writing a dollar amount for the benefit of the Participant to be allocated to such Participant’s Retirement Account as of a specific Allocation Date. The Employer Discretionary Allocations shall be accounted for in a separate subaccount of the Participant’s Retirement Account.
|
3.3
|
Interest.
The Retirement Account of each Participant, shall accrue Interest. Interest shall separately accrue on the subaccounts maintained for Deferrals and Employer Discretionary Allocations. Also, Interest accrued on Deferrals and Employer Discretionary Allocations shall be maintained in separate subaccounts of the Retirement Account. The rate of Interest shall be, at the election of the Participant, either a fixed rate of interest or a floating rate of interest according to the following terms:
|
4.2
|
Reemployment.
If a Retired Participant again becomes an Employee, such reemployment shall not change, suspend, delay, or otherwise affect payment of the Participant's Retirement Benefit, and such Participant shall not be eligible to make Deferrals following such reemployment unless the Committee so authorizes.
|
4.3
|
Death.
If a Participant dies before beginning distributions, then the deceased Participant’s Retirement Benefit shall be paid in any manner allowed under Plan Section 4.1(b) if so elected by the Participant in the Participant’s Beneficiary designation form or, if no such election is made, in a lump sum to the Participant’s Beneficiary(ies) no later than the first day of the sixth month following the Participant’s date of death. If a Retired Participant dies after beginning distributions but before receiving the entire Retirement Benefit, the remaining Retirement Benefit will be paid to the Participant's Beneficiary in the same manner as was in effect on the date of the Participant’s death or in any manner allowed under Plan Section 4.1(b) if so elected by the Participant on the Participant’s Beneficiary designation form.
|
4.4
|
Payment of Plan Benefits Upon Severance.
When a Participant terminates employment for reasons other than Retirement and therefore incurs Severance, the Participant’s Retirement Benefit shall be paid not later than the first day of the sixth month following Severance.
|
5.1
|
Hardship Payments.
In the event a Participant incurs a "financial hardship" as a result of an "unforeseeable emergency" (as such terms are defined in Treas. Reg. Section 1.457-2(h)(4) or any successor regulations), the Participant may request that the Participating Company accelerate payment of the Participant's benefits under the Plan. Such request shall be filed with the Committee and provide such information and be in such form as the Committee shall require. The Committee, in the exercise of its sole and absolute discretion, shall approve or deny the request in whole or in part, and shall direct the Participating Company accordingly. Notwithstanding any provision in the Plan to the contrary, any payment made pursuant to this Article 5 shall comply with Code Section 457(d)(1)(A)(iii) and the regulations promulgated thereunder (or any successor provisions). The amount available for payment to a Participant under this Article 5 shall be limited to the Participant's Deferrals. Any payment to a Participant under this Article 5 shall be deemed to consist of Deferrals.
|
6.1
|
Accounts.
The Committee shall establish and cause to be maintained with respect to each Participant's Deferrals, Employer Discretionary Alloctions, and Interest accrued on Deferrals and Employer Discretionary Allocations separate subaccounts as part of the Participant’s Retirement Account and as of each Adjustment Date shall adjust each subaccount as provided in this Article 6.
|
6.2
|
Adjustments to Retirement Account.
As of each Adjustment Date, the Committee shall adjust each Retirement Account by the following:
|
7.1
|
Faithful Performance.
Notwithstanding any provision in this Plan to the contrary, any benefit to be paid to or on behalf of any Participant under this Plan shall be reduced by the amount of any financial loss caused by the Participant’s criminal act or actions affecting a Participating Company or an Affiliate or the amount of any financial loss caused by a Participant’s embezzlement of money or property from a Participating Company or an Affiliate.
|
7.2
|
Tax Law Changes.
Notwithstanding any provision in this Plan to the contrary, the Committee shall be vested with the authority to condition the Participating Company's obligations under this Plan upon the nonoccurrence of a change in the law which adversely and fundamentally affects the Participating Company's ability to informally finance such obligations including, but not limited to, changes in the laws governing the taxation of life insurance proceeds received by the Participating Company, the taxation of the internal buildup of the cash surrender value of life insurance owned by the Participating Company, and the taxation of the proceeds of life insurance policy loans received by the Participating Company. In the event the Participating Company's obligations under this Plan are so conditioned, and such condition occurs, the Participating Company shall have the right to pay in a lump sum to the Participant or the Participant's Beneficiary the Retirement Account (including Interest). The payment of such amount shall be made within 90 days of the change in the law, shall fully and completely discharge the Participating Company's obligations under this Plan and shall fully and completely satisfy all the Participant's and his or her Beneficiary's rights thereunder.
|
8.1
|
Powers and Duties of the Committee.
The Committee shall have general responsibility for the administration of the Plan (including but not limited to complying with reporting and disclosure requirements (if any), and establishing and maintaining Plan records). In the exercise of its sole and absolute discretion, the Committee shall interpret the Plan's provisions and determine the eligibility of individuals for benefits.
|
8.2
|
Agents.
The Committee may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the Participating Company or an Affiliate, and make use of such agents and clerical or other personnel, as it shall require or may deem advisable for purposes of the Plan. The Committee may rely upon the written opinion of any legal counsel or accountants engaged by the Committee, and may delegate to any such agent or to any subcommittee or member of the Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Committee.
|
8.3
|
Reports to Board.
The Committee shall report to the Board or to a committee of the Board designated for that purpose, as frequently as the Board or such committee shall specify, with regard to the matters for which the Committee is responsible under the Plan.
|
8.4
|
Structure of Committee.
The Committee shall consist of the Compensation Committee of the Bank as it exists from time to time. No member of the Committee shall be entitled to act on or decide any matter relating solely to such member or any of such member's rights or benefits under the Plan. In the event the Committee is unable to act in any matter by reason of the foregoing restriction, the Board shall act on such matter. The members of the Committee shall not receive any special compensation for serving in the capacity as members of the Committee but shall be reimbursed for any reasonable expenses incurred in connection herewith. Except as otherwise required by ERISA, no bond or other security shall be required of the Committee or any member thereof in any jurisdiction. Any member of the Committee, any subcommittee or agent to whom the Committee delegates any authority, and any other person or group of persons, may serve in more than one fiduciary capacity with respect to the Plan.
|
8.5
|
Adoption of Procedures of Committee.
The Committee shall establish its own procedures and the time and place for its meetings, and provide for the keeping of minutes of all meetings. A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Any action of the Committee may be taken upon the affirmative vote of a majority of the members of the Committee at a meeting. The Committee may also act without meeting by unanimous written consent.
|
8.6
|
Instructions for Payments.
All requests of or directions to the Participating Company for payment or disbursement shall be signed by a member of the Committee or such other person or persons as the Committee may from time to time
|
8.7
|
Claims for Benefits.
All claims for benefits under the Plan shall be submitted in writing to the Committee. Within a reasonable period of time the Committee shall decide the claim by majority vote. Written notice of the decision on each such claim shall be furnished within 30 days after receipt of the claim. If the claim is wholly or partially denied, such written notice shall set forth an explanation of the specific findings and conclusions on which such denial is based. A claimant may review all pertinent documents and may request a review by the Committee of such a decision denying the claim. Such a request shall be made in writing and filed with the Committee within 60 days after delivery to said claimant of written notice of said decision. Such written request for review shall contain all additional information which the claimant wishes the Committee to consider. The Committee may hold any hearing or conduct any independent investigation which it deems necessary to render its decision, and the decision on review shall be made as soon as possible after the Committee's receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant within 30 days after receipt by the Committee for a request for review. Written notice of the decision on review shall include specific reasons for such decision.
|
8.8
|
Mandatory Arbitration.
Any controversy or claim arising out of or relating to a final decision, upon review pursuant to the procedures of Plan Section 8.7 above, that denies, whether in whole or part, a claim for benefits under the Plan shall be settled by arbitration using three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be subject to the statute of limitations that would apply if the claim on which arbitration is based were brought as a suit in a United States District Court under the ERISA. Notwithstanding the grant of any discretionary authority under the Plan, the arbitration shall be a
de novo
review and the arbitrators shall not be limited to merely determining whether an abuse of discretion has occurred. For all purposes under the Plan, the arbitrators shall have discretionary authority to decide the claim and their decision shall be final, binding, and conclusive on all interested parties. The site of any such arbitration shall be in the executive offices of the Bank. Each party shall pay their own costs for arbitration. The arbitrators shall allocate the cost of arbitration among the parties in their sole and absolute discretion.
|
8.9
|
Hold Harmless.
To the maximum extent permitted by law, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member's behalf in such member's capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Participating Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Bank's own assets), each member of the Committee and each other officer, Employee, or director of the Participating Company or an Affiliate to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Participating Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person's own fraud or bad faith.
|
8.10
|
Service of Process.
The Secretary of the Bank or such other person designated by the Board shall be the agent for service of process under the Plan.
|
9.1
|
Beneficiary Designation.
Every Participant shall file with the Committee a written designation (on a form provided by the Committee) of one or more persons as the Beneficiary who shall be entitled to receive the benefits, if any, payable under the Plan after the Participant's death. A Participant may from time to time revoke or change such Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant's death, and in no event shall it be effective as of any date prior to such receipt. All decisions of the Committee concerning the effectiveness of any Beneficiary designation, and the identity of any Beneficiary, shall be final. If a Beneficiary shall die after the death of the Participant and prior to receiving the payment(s) that would have been made to such Beneficiary had such Beneficiary's death not occurred, then for the purposes of the Plan the payment(s) that would have been received by such Beneficiary shall be made to the Beneficiary's estate.
|
9.2
|
Failure to Designate Beneficiary.
If no Beneficiary designation is in effect at the time of a Participant's death, the benefits, if any, payable under the Plan after the Participant's death shall be made to the beneficiary designated in writing
|
10.1
|
Withdrawal of Participating Company.
The Participating Company (other than the Bank) may withdraw from participation in the Plan by giving the Board prior written notice approved by resolution by its board of directors or similar governing body specifying a withdrawal date, which shall be the last day of a month at least 30 days subsequent to the date which notice is received by the Board. The Participating Company shall withdraw from participating in the Plan if and when it ceases to be either a division of the Bank or an Affiliate. The Board may require the Participating Company to withdraw from the Plan, as of any withdrawal date the Board specifies.
|
10.2
|
Effect of Withdrawal.
A Participating Company's withdrawal from the Plan shall not in any way modify, reduce, or otherwise affect the Participating Company's obligations under Deferral Elections and Employer Discretionary Allocations (or Interests accruals thereon) made before the withdrawal, as such obligations are defined under the provisions of the Plan existing immediately before the withdrawal. Withdrawal from the Plan by any Participating Company shall not in any way affect any other Participating Company's participation in the Plan.
|
11.1
|
Right to Amend or Terminate the Plan.
|
11.2
|
Notice.
Notice of any amendment or termination of the Plan shall be given by the Board or the Committee, whichever adopts the amendment, to the other and all Participating Companies.
|
12.1
|
No Right to Continued Employment.
Nothing contained in the Plan shall give any Employee the right to be retained in the employment of the Participating Company or Affiliate or affect the right of any such employer to dismiss any Employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and Employee or consideration for, or an inducement to or condition of, the employment of any Employee.
|
12.2
|
Payment on Behalf of Payee.
If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for such person's affairs because of illness or accident, or is a minor, or had died, then any payment due such person or such person's estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so elects, be paid to such person's spouse, a child, a relative, an institute maintaining
|
12.3
|
Nonalienation.
No interest, expectancy, benefit, payment, claim, or right of any Participant or Beneficiary under the Plan shall be (a) subject in any manner to any claims of any creditor of the Participant or Beneficiary; (b) subject to the debts, contracts, liabilities or torts of the Participant or Beneficiary; or (c) subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind. If any person shall attempt to take any action contrary to this Section, such action shall be null and void and of no effect, and the Committee and the Participating Company shall disregard such action and shall not in any manner be bound thereby and shall suffer no liability on account of its disregard thereof. If the Participant, Beneficiary, or any other beneficiary hereunder shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right hereunder, then such right or benefit shall, in the discretion of the Committee, cease and terminate, and in such event the Committee may hold or apply the same or any part thereof for the benefit of the Participant or Beneficiary or the spouse, children, or other dependents of the Participant or Beneficiary, or any of them, in such manner and in such amounts and proportions as the Committee may deem proper.
|
12.4
|
Missing Payee.
If the Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, and if, after five years from the date such payment is due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Committee or the Participating Company, and within three months after such mailing such person has not made written claim therefor, the Committee, if it so elects, after receiving advice from counsel to the Plan, may direct that such payment and all remaining payments otherwise due to such person be canceled on the records of the Plan and the amount thereof forfeited, and upon such cancellation, the Participating Company shall have no further liability therefor, except that, in the event such person later notifies the Committee of such person's whereabouts and requests the payment or payments due to such person under the Plan, the amounts otherwise due but unpaid as of the date payment would have been made shall be paid to such person without Interest for late payment.
|
12.5
|
Required Information.
Each Participant shall file with the Committee such pertinent information concerning himself or herself, such Participant's Beneficiary, or such other person as the Committee may specify, and no Participant, Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless such information is filed by or with respect to the Participant.
|
12.6
|
Cooperation of Participant.
If a Participating Company elects to purchase life insurance on a Participant's life or enter into any other investment or insurance product intended to accumulate funds to be used by the Bank to pay benefits under the Plan, the Participant shall cooperate in the acquisition of such policy or such other investment but shall have no other claim to such policy or such other investment.
|
12.7
|
No Trust or Funding Created.
The obligations of the Participating Company to make payments hereunder shall constitute a liability of the Participating Company to a Participant or Beneficiary, as the case may be. Such payments shall be made from the general funds of the Participating Company, and the Participating Company shall not be required to establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participant's life, or otherwise to segregate assets to assure that such payment shall be made, and neither a Participant nor a Beneficiary shall have any interest in any particular asset of the Participating Company by reason of its obligations hereunder. Nothing contained in the Plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Participating Company and a Participant or any other person. The rights and claims of a Participant or a Beneficiary to a benefit provided hereunder shall have no greater or higher status than the rights and claims of any other general, unsecured creditor of the Participating Company.
|
12.8
|
Binding Effect.
Obligations incurred by the Participating Company pursuant to this Plan shall be binding upon and inure to the benefit of the Participating Company, its successors and assigns, and the Participant and the Participant's Beneficiary.
|
12.9
|
Merger or Consolidation.
In the event of a merger or consolidation by the Participating Company with another corporation, or the acquisition of substantially all of the assets or outstanding stock of the Participating Company by another corporation, then and in such event the obligations and responsibilities of the Participating Company under this Plan shall be assumed by any such successor or acquiring corporation, and all of the rights, privileges, and benefits of the Participants and Beneficiaries hereunder shall continue.
|
12.10
|
Entire Plan.
This document and any written amendments hereto, the Deferral Elections, and the beneficiary designation forms contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.
|
8.
|
No Right to Continued Employment
. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in employment by the Company (or any of its affiliated companies).
|
•
|
Long Term Compensation Plan Document
|
•
|
Beneficiary Designation Form (to be returned only if you have changes to your previous designation)
|
•
|
Confirmation of the Non-Solicitation Agreement
|
•
|
Award Letter
|
•
|
Long Term Compensation Plan Document
|
•
|
Beneficiary Designation Form (to be returned only if you have changes to your previous designation)
|
•
|
Confirmation of the Non-Solicitation Agreement
|
•
|
Award Letter
|
•
|
Long Term Compensation Plan Document
|
•
|
Beneficiary Designation Form (to be returned only if you have changes to your previous designation)
|
•
|
Confirmation of the Non-Solicitation Agreement
|
•
|
Award Letter
|
•
|
Long Term Compensation Plan Document
|
•
|
Beneficiary Designation Form (to be returned only if you have changes to your previous designation)
|
•
|
Confirmation of the Non-Solicitation Agreement
|
•
|
Award Letter
|
•
|
Award Letter (Signed document must be returned.)
|
•
|
Confirmation of the Non-Solicitation Agreement (Signed document must be returned.)
|
•
|
Beneficiary Designation Form (To be returned only if you have changes to your previous designation)
|
•
|
Long Term Compensation Plan Document (Keep for your records. Do not return the document.)
|
•
|
LTCP Award Summary (Keep for your records. Do not return the document.)
|
•
|
Award Letter (Signed document must be returned.)
|
•
|
Confirmation of the Non-Solicitation Agreement (Signed document must be returned.)
|
•
|
Beneficiary Designation Form (To be returned only if you have changes to your previous designation)
|
•
|
Long Term Compensation Plan Document (Keep for your records. Do not return the document.)
|
•
|
LTCP Award Summary (Keep for your records. Do not return the document.)
|
•
|
Support the Board of Directors, CEO, COO, Executive Committee and other Committees as needed in meeting corporate objectives surrounding the Bank’s Strategic Plan, 2014 Competitive Path, Capital Plan and Acquisitions Strategy.
|
•
|
Partner with ELT colleagues on 2014 Competitive Path initiatives.
|
•
|
Assist CEO to organize and develop agendas around various ELT meetings.
|
•
|
Lead the acquisition due diligence efforts.
|
•
|
Successfully administer loss share efforts.
|
•
|
Perform financial modeling on potential acquisition targets.
|
•
|
Perform ad hoc projects for CEO and COO on strategic matters.
|
•
|
Limit surprises.
|
Received By:
/s/ Craig Nix
|
Date:
May 5, 2014
|
Approved By:
/s/ Jim Apple
|
Date:
April 1, 2014
|
•
|
Lead closing/consolidation of 3 offices in a quality manner that does not conflict with our CRA objectives or lead to significant negative customer/community response.
|
•
|
Review and approve all 2014 home office incentive plans for effectiveness and cost benefit.
|
|
Conduct 15 market visits based upon market needs and sales opportunities arising throughout the year.
|
•
|
Support the CEO, Executive Committee and the Board in meeting corporate objectives surrounding the strategic plan and acquisition strategy.
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•
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Lead development of communication plans and participate in communications effectively and timely to all stakeholders
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Received By:
/s/ Peter Bristow
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Date:
March 25, 2014
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Approved By:
/s/ Jim Apple
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Date:
April 1, 2014
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Subsidiary
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State or Jurisdiction
of Incorporation
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First-Citizens Bank & Trust Company
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North Carolina
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First Citizens Bank and Trust Company, Inc.
(1)
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South Carolina
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First Citizens Housing Development
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South Carolina
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FCB/NC Capital Trust III
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Delaware
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FCB/SC Capital Trust I
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Delaware
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FCB/SC Capital Trust II
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Delaware
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Neuse, Incorporated
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North Carolina
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Signature
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Title
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Date
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/s/ John M. Alexander, Jr.
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Director
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January 27, 2015
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John M. Alexander, Jr.
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/s/ Victor E. Bell III
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Director
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January 27, 2015
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Victor E. Bell III
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/s/ Peter M. Bristow
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Director
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January 27, 2015
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Peter M. Bristow
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/s/ Hope Holding Bryant
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Vice Chairman
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January 27, 2015
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Hope Holding Bryant
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/s/ H. Lee Durham
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Director
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January 27, 2015
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H. Lee Durham
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/s/ Daniel L. Heavner
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Director
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January 27, 2015
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Daniel L. Heavner
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/s/ Frank B. Holding, Jr.
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Chairman of the Board; Chief Executive Officer
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January 27, 2015
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Frank B. Holding, Jr.
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/s/ Robert R. Hoppe
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Director
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January 27, 2015
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Robert R. Hoppe
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/s/ Lucius S. Jones
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Director
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January 27, 2015
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Lucius S. Jones
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/s/ Floyd L. Keels
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Director
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January 27, 2015
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Floyd L. Keels
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/s/ Robert E. Mason, IV
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Director
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January 27, 2015
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Robert E. Mason, IV
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/s/ Robert T. Newcomb
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Director
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January 27, 2015
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Robert T. Newcomb
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/s/ James M. Parker
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Director
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January 27, 2015
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James M. Parker
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1.
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I have reviewed this Annual Report on Form 10-K of First Citizens BancShares, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Frank B. Holding, Jr.
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Frank B. Holding, Jr.
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of First Citizens BancShares, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Craig L. Nix
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Craig L. Nix
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Chief Financial Officer
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/s/ Frank B. Holding, Jr.
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Frank B. Holding, Jr.
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Chief Executive Officer
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/s/ Craig L. Nix
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Craig L. Nix
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Chief Financial Officer
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