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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Ohio
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31-1179518
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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50 North Third Street, P.O. Box 3500, Newark, Ohio
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43058-3500
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Shares, without par value
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NYSE MKT LLC
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Large accelerated filer
S
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Class
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Outstanding at February 25, 2013
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Common Shares, without par value
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15,411,986 common shares
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Document
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Parts Into Which Incorporated
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Portions of the Registrant’s 2012 Annual Report
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Parts I and II
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Portions of the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 2013
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Part III
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ITEM 1.
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BUSINESS.
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the acceptance of deposits for demand, savings and time accounts and the servicing of those accounts;
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commercial, industrial, consumer and real estate lending, including installment loans, credit cards (which are offered through a third party), home equity lines of credit and commercial leasing;
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trust and wealth management services;
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cash management;
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safe deposit operations;
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electronic funds transfers;
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online Internet banking with bill pay service; and
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a variety of additional banking-related services tailored to the needs of individual customers.
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assess civil money penalties;
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issue cease and desist or removal orders; and
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require that a bank holding company divest subsidiaries (including a subsidiary bank).
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acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it;
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acquire all or substantially all of the assets of another bank or another financial or bank holding company; or
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merge or consolidate with any other financial or bank holding company.
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limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate;
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limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates; and
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
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the CFPB has been formed, which has broad powers to adopt and enforce consumer protection regulations;
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the federal law prohibiting the payment of interest on commercial demand deposit accounts was eliminated effective July 21, 2011;
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the standard maximum amount of deposit insurance per customer was permanently increased to $250,000, and non-interest bearing transaction accounts had unlimited insurance through December 31, 2012;
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the assessment base for determining deposit insurance premiums has been expanded from domestic deposits to average assets minus average tangible equity;
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public companies in all industries are now required to provide shareholders the opportunity to cast a non-binding advisory vote on executive compensation; and
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the Federal Reserve Board has imposed on financial institutions with assets of $10 billion or more a cap on the debit card interchange fees the financial institutions may charge. Although the cap is not applicable to Park National Bank, it may have an adverse effect on Park National Bank as the debit cards issued by Park National Bank and other smaller banks, which have higher interchange fees, may become less competitive.
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new capital regulations for bank holding companies will be adopted, which may impose stricter requirements; and trust preferred securities issued after May 19, 2010 will no longer constitute Tier I capital; and
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new corporate governance requirements applicable generally to all public companies in all industries will require other new compensation practices and disclosure requirements, including requiring companies to “claw back” incentive compensation under certain circumstances, to consider the independence of compensation advisors and to make additional disclosures in proxy statements with respect to compensation matters.
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ITEM 1A.
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RISK FACTORS.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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ITEM 2.
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PROPERTIES.
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financial service offices in Ashland, Loudonville and Perrysville in Ashland County;
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a financial service office in Athens in Athens County;
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a financial service office in West Chester in Butler County;
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financial service offices in Urbana (two offices), Mechanicsburg and North Lewisburg in Champaign County;
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financial service offices in Springfield (six offices), Enon, Medway, New Carlisle (two offices) and South Charleston in Clark County;
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financial service offices in Amelia (two offices), Cincinnati, Milford, New Richmond and Owensville in Clermont County;
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a financial service office in Coshocton in Coshocton County;
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financial service offices in Bucyrus, Crestline and Galion in Crawford County;
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financial service offices in Greenville (five offices), Arcanum and Versailles in Darke County;
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financial service offices in Baltimore, Pickerington (two offices) and Lancaster (six offices) in Fairfield County;
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a financial service office in Jeffersonville in Fayette County;
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financial service offices in Canal Winchester, Columbus (two offices), Gahanna, Reynoldsburg and Worthington in Franklin County;
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financial service offices in Beavercreek, Jamestown and Xenia (two offices) in Greene County;
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a financial service office in Cincinnati in Hamilton County;
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a financial service office in Logan in Hocking County;
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a financial service office in Millersburg in Holmes County;
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financial service offices (3 offices) and an operations center in Mount Vernon as well as financial service offices in Centerburg, Danville and Fredericktown, all in Knox County;
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financial service offices in Granville, Heath (two offices), Hebron, Johnstown, Kirkersville, Pataskala, Reynoldsburg and Utica in Licking County;
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a financial service office in Plain City in Madison County;
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financial service offices in Caledonia, Marion (two offices) and Prospect in Marion County;
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financial service offices in Celina and in Fort Recovery in Mercer County;
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financial service offices (three offices) and an operations center in Piqua as well as financial service offices in Tipp City and Troy (two offices), all in Miami County;
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financial service offices in Mount Gilead (two offices) in Morrow County;
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financial service offices in Zanesville (nine offices), New Concord and Dresden in Muskingum County;
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a financial service office in New Lexington in Perry County;
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financial service offices in Bellville, Mansfield (eight offices), Butler, Lexington, Ontario and Shelby in Richland County;
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a financial service office in Newcomerstown in Tuscarawas County; and
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a financial service office in Springboro in Warren County.
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Park National Bank also has one financial service office in Florence (Boone County), Kentucky.
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ITEM 3.
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LEGAL PROCEEDINGS.
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ITEM 4.
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MINE SAFETY DISCLOSURES.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Period
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Total Number of
Common Shares Purchased
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Average Price Paid per
Common Share
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Total Number of
Common Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Common Shares that May Yet Be Purchased under the Plans or Programs (1)
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October 1 through October 31, 2012
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—
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—
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—
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761,011
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November 1 through November 30, 2012
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—
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—
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—
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761,011
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December 1 through December 31, 2012
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—
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—
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—
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761,011
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Total
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761,011
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(1)
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The number shown represents, as of the end of each period, the maximum number of Common Shares that may yet be purchased under Park’s publicly announced stock repurchase authorization to fund the Park National Corporation 2005 Incentive Stock Option Plan.
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ITEM 6.
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SELECTED FINANCIAL DATA.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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ITEM 9A.
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CONTROLS AND PROCEDURES.
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information required to be disclosed by Park in this Annual Report on Form 10-K and the other reports that Park files or submits under the Exchange Act would be accumulated and communicated to Park’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;
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information required to be disclosed by Park in this Annual Report on Form 10-K and the other reports that Park files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
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Park’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
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ITEM 9B.
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OTHER INFORMATION.
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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ITEM 11.
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EXECUTIVE COMPENSATION.
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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2.1(a)
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Purchase and Assumption Agreement, made and entered into on November 16, 2011, by and between Vision Bank and Park National Corporation (collectively, “Seller”) and Centennial Bank and Home BancShares, Inc. (collectively, “Buyer”) (incorporated herein by reference to Exhibit 2.1 to Park National Corporation's Current Report on Form 8-K, dated and filed November 17, 2011 (File No. 1-13006))
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2.1(b)
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First Amendment to Purchase and Assumption Agreement by and between Vision Bank and Park National Corporation and Centennial Bank and Home BancShares, Inc., effective as of January 25, 2012 (incorporated herein by reference to Exhibit 2.1(b) to Park National Corporation's Current Report on Form 8-K, dated and filed February 16, 2012 (File No. 1-13006))
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2.1(c)
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Second Amendment to Purchase and Assumption Agreement by and between SE Property Holdings, LLC (as successor to Vision Bank) and Park National Corporation and Centennial Bank and Home BancShares, Inc., effective as of April 30, 2012 (incorporated herein by reference to Exhibit 2.1(c) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (File No. 1-13006))
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2.2
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Agreement and Plan of Merger, entered into as of January 25, 2012, by and between Vision Bank and SE Property Holdings, LLC (incorporated herein by reference to Exhibit 2.2 to Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-13006))
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3.1(a)
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Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on March 24, 1992 (incorporated herein by reference to Exhibit 3(a) to Park National Corporation's Form 8-B, filed on May 20, 1992 (File No. 0-18772) (“Park's Form 8-B”))
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3.1(b)
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Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on May 6, 1993 (incorporated herein by reference to Exhibit 3(b) to Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772))
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3.1(c)
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Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 16, 1996 (incorporated herein by reference to Exhibit 3(a) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 1-13006))
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3.1(d)
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Certificate of Amendment by Shareholders to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 22, 1997 (incorporated herein by reference to Exhibit 3(a)(1) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 (File No. 1-13006) (“Park's June 30, 1997 Form 10-Q”))
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3.1(e)
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Certificate of Amendment by Shareholders or Members as filed with the Secretary of State of the State of Ohio on December 18, 2008 in order to evidence the adoption by the shareholders of Park National Corporation on December 18, 2008 of an amendment to Article FOURTH of Park National Corporation's Articles of Incorporation to authorize Park National Corporation to issue up to 200,000 preferred shares, without par value (incorporated herein by reference to Exhibit 3.1 to Park National Corporation's Current Report on Form 8-K dated and filed December 19, 2008 (File No. 1-13006))
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3.1(f)
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Certificate of Amendment by Directors or Incorporators to Articles as filed with the Secretary of State of the State of Ohio on December 19, 2008, evidencing adoption of amendment by Board of Directors of Park National Corporation to Article FOURTH of Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Park National Corporation (incorporated herein by reference to Exhibit 3.1 to Park National Corporation's Current Report on Form 8-K dated and filed December 23, 2008 (File No. 1-13006) (“Park's December 23, 2008 Form 8-K”))
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3.1(g)
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Certificate of Amendment by Shareholders or Members filed with the Secretary of State of the State of Ohio on April 18, 2011 in order to evidence the adoption by Park National Corporation's shareholders of an amendment to Article SIXTH of Park National Corporation's Articles of Incorporation in order to provide that shareholders do not have preemptive rights (incorporated herein by reference to Exhibit 3.1 to Park National Corporation's Current Report on Form 8-K dated and filed April 19, 2011 (File No. 1-13006))
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3.1(h)
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Articles of Incorporation of Park National Corporation (reflecting amendments through April 18, 2011) [for SEC reporting compliance purposes only - not filed with Ohio Secretary of State] (incorporated herein by reference to Exhibit 3.1(h) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 1-13006))
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3.2(a)
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Regulations of Park National Corporation (incorporated herein by reference to Exhibit 3(b) to Park's Form 8-B)
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3.2(b)
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Certified Resolution regarding Adoption of Amendment to Subsection 2.02(A) of the Regulations of Park National Corporation by Shareholders on April 21, 1997 (incorporated herein by reference to Exhibit 3(b)(1) to Park's June 30, 1997 Form 10-Q)
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3.2(c)
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Certificate Regarding Adoption of Amendments to Sections 1.04 and 1.11 of Park National Corporation's Regulations by the Shareholders on April 17, 2006 (incorporated herein by reference to Exhibit 3.1 to Park National Corporation's Current Report on Form 8-K dated and filed on April 18, 2006 (File No. 1-13006))
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3.2(d)
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Certificate Regarding Adoption by the Shareholders of Park National Corporation on April 21, 2008 of Amendment to Regulations to Add New Section 5.10 to Article FIVE (incorporated herein by reference to Exhibit 3.2(d) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (File No. 1-13006) (“Park's March 31, 2008 Form 10-Q”))
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3.2(e)
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Regulations of Park National Corporation (reflecting amendments through April 21, 2008) [For purposes of SEC reporting compliance only] (incorporated herein by reference to Exhibit 3.2 (e) to Park's March 31, 2008 Form 10-Q)
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4.1(a)
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Junior Subordinated Indenture, dated as of December 5, 2005, between Vision Bancshares, Inc. and Wilmington Trust Company, as Trustee (incorporated herein by reference to Exhibit 10.16 to Vision Bancshares, Inc.'s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
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4.1(b)
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First Supplemental Indenture, dated to be effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, among Wilmington Trust Company, as Trustee; Park National Corporation; and Vision Bancshares, Inc. (incorporated herein by reference to Exhibit 4.1(b) to Park National Corporation's Current Report on Form 8-K dated and filed March 15, 2007 (File No. 1-13006) (“Park's March 15, 2007 Form 8-K”))
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4.2(a)
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Amended and Restated Trust Agreement, dated as of December 5, 2005, among Vision Bancshares, Inc., as Depositor; Wilmington Trust Company, as Property Trustee and as Delaware Trustee; and the Administrative Trustees named therein, in respect of Vision Bancshares Trust I (incorporated herein by reference to Exhibit 10.15 to Vision Bancshares, Inc.'s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
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4.2(b)
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Notice of Resignation of Administrative Trustees and Appointment of Successors, dated March 9, 2007, delivered to Wilmington Trust Company by the Resigning Administrative Trustees named therein, the Successor Administrative Trustees named therein and Park National Corporation (incorporated herein by reference to Exhibit 4.2(b) to Park's March 15, 2007 Form 8-K)
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4.2(c)
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Notice of Removal of Administrative Trustee and Appointment of Successor, dated February 21, 2013, delivered to Wilmington Trust Company by the continuing Administrative Trustee named therein and Park National Corporation (filed herewith)
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4.3
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Guarantee Agreement, dated as of December 5, 2005, between Vision Bancshares, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, in respect of Vision Bancshares Trust I (incorporated herein by reference to Exhibit 10.17 to Vision Bancshares, Inc.'s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
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4.4
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Warrant to Purchase 227,376 Shares of Common Stock (Common Shares) of Park National Corporation issued to the United States Department of the Treasury on December 23, 2008 (incorporated herein by reference to Exhibit 4.1 to Park's December 23, 2008 Form 8-K)
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4.5
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Letter Agreement, dated December 23, 2008, including Securities Purchase Agreement - Standard Terms attached thereto as Exhibit A, between Park National Corporation and the United States Department of the Treasury (incorporated herein by reference to Exhibit 10.1 to Park's December 23, 2008 Form 8-K) [
NOTE
: Annex A to Securities Purchase Agreement is not included therewith; filed as Exhibit 3.1 to Park's December 23, 2008 Form 8-K and incorporated by reference at Exhibit 3.1(f) of this Annual Report on Form 10-K]
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4.6
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Letter Agreement, dated April 25, 2012, between Park National Corporation and the United States Department of the Treasury related to the repurchase of the 100,000 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, issued by Park National Corporation (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K, dated and filed April 25, 2012 (File No. 1-13006))
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4.7
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Letter Agreement, dated May 2, 2012, between Park National Corporation and the United States Department of the Treasury related to the repurchase of the Warrant to purchase 227,376 Common Shares issued by Park National Corporation (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K, dated and filed May 2, 2012 (File No. 1-13006))
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4.8
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Note Purchase Agreement, dated December 23, 2009, between Park National Corporation and 38 accredited investors (incorporated herein by reference to Exhibit 4.1 to Park National Corporation's Current Report on Form 8-K dated and filed on December 28, 2009 (File No. 1-13006) (“Park's December 28, 2009 Form 8-K”))
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4.9
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Form of 10% Subordinated Note due December 23, 2019 (incorporated herein by reference to Exhibit 4.2 to Park's December 28, 2009 Form 8-K)
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4.10
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Note Purchase Agreement, dated April 20, 2012, between Park National Corporation and 56 accredited investors (incorporated herein by reference to Exhibit 4.1 to Park National Corporation's Current Report on Form 8-K dated and filed on April 20, 2012 (File No. 1-13006) (“Park's April 20, 2012 Form 8-K”))
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4.11
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Form of 7% Subordinated Note due April 20, 2022 (incorporated herein by reference to Exhibit 4.2 to Park's April 20, 2012 Form 8-K)
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4.12
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Agreement to furnish instruments and agreements defining rights of holders of long-term debt (filed herewith)
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10.1†
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Summary of Base Salaries for Executive Officers of Park National Corporation (filed herewith)
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10.2(a)†
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Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (incorporated herein by reference to Exhibit 10(f) to Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772))
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10.2(b)†
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Schedule identifying Split-Dollar Agreements covering executive officers (or former executive officers) or employees of The Park National Bank who are also directors or executive officers (or former executive officers) of Park National Corporation, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (filed herewith)
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10.3(a)†
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Description of Park National Corporation Supplemental Executive Retirement Benefits as in effect from and after February 18, 2008 (filed herewith)
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10.3(b)†
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Supplemental Executive Retirement Benefits Agreement, made as of February 18, 2008, between Park National Corporation and David L. Trautman (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K dated and filed February 19, 2008 (File No. 1-13006) (“Park's February 19, 2008 Form 8-K”))
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10.3(c)†
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Form of Amended and Restated Supplemental Executive Retirement Benefits Agreement, made as of February 18, 2008, between Park National Corporation and each of C. Daniel DeLawder and William T. McConnell (incorporated herein by reference to Exhibit 10.2 to Park's February 19, 2008 Form 8-K)
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10.4†
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Employment Agreement, made and entered into as of December 22, 1999, and the Amendment thereto, dated March 23, 2001, between The Security National Bank and Trust Co. (now known as the Security National Bank Division of The Park National Bank) and Harry O. Egger (incorporated herein by reference to Exhibit 10(e) to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 (File No. 1-13006))
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10.5†
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Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries (incorporated herein by reference to Exhibit 10 to Park National Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 1-13006))
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10.6†
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Summary of Certain Compensation for Directors of Park National Corporation (filed herewith)
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10.7†
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Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K dated and filed on April 20, 2005 (File No. 1-13006) (“Park's April 20, 2005 Form 8-K”))
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10.8†
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Form of Stock Option Agreement to be used in connection with the grant of incentive stock options under the Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to Park's April 20, 2005 Form 8-K)
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10.9(a)†
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Form of Split-Dollar Agreement, made and entered into effective as of December 28, 2007, covering Non-Employee Directors of Park National Corporation (incorporated herein by reference to Exhibit 10.2(a) to Park National Corporation's Current Report on Form 8-K dated and filed on January 2, 2008 (File No. 1-13006))
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10.9(b)†
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Schedule identifying Non-Employee Directors of Park National Corporation covered by form of Split-Dollar Agreement, made and entered into effective as of December 28, 2007 (filed herewith)
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10.10†
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Split-Dollar Agreement, made and entered into effective as of May 19, 2008, between The Park National Bank and David L. Trautman (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K dated and filed on May 20, 2008 (File No. 1-13006))
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10.11†
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Split-Dollar Agreement, made and entered into effective as of January 1, 2010, between The Park National Bank and Brady T. Burt (filed herewith)
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10.12†
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Separation Agreement and General Release between The Park National Bank and John W. Kozak, executed by both parties on December 24, 2012 (incorporated herein by reference to Exhibit 10 to Park National Corporation's Current Report on Form 8-K dated and filed on December 28, 2012 (File No. 1-13006))
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13
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2012 Annual Report (not deemed filed except for portions thereof which are specifically incorporated by reference in this Annual Report on Form 10-K) (specified portions filed herewith)
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14
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Code of Business Conduct and Ethics, as amended January 23, 2012 and updated January 24, 2012 (incorporated herein by reference to Exhibit 14 to Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-13006))
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21
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Subsidiaries of Park National Corporation (filed herewith)
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23
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Consent of Crowe Horwath LLP (filed herewith)
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24
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Powers of Attorney of Directors and Executive Officers of Park National Corporation (filed herewith)
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31.1
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Rule 13a-14(a)/15d-14(a) Certifications - Principal Executive Officer (filed herewith)
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31.2
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Rule 13a-14(a)/15d-14(a) Certifications - Principal Financial Officer (filed herewith)
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32
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Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Principal Executive Officer and Principal Financial Officer (furnished herewith)
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99.1
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Certification Pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008 and 31 CFR § 30.15 - Principal Executive Officer (filed herewith)
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99.2
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Certification Pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008 and 31 CFR § 30.15 - Principal Financial Officer (filed herewith)
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101
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The following materials from Park National Corporation's 2011 Annual Report and incorporated therefrom into Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011; (ii) the Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010; (iv) the Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; and (vi) the Notes to Consolidated Financial Statements (electronically submitted herewith)
|
†
|
Management contract or compensatory plan or arrangement.
|
|
PARK NATIONAL CORPORATION
|
|
|
|
|
|
|
|
|
|
|
Date: February 26, 2013
|
By:
|
/s/ C. Daniel DeLawder
|
|
|
C. Daniel DeLawder,
|
|
|
Chairman of the Board and Chief Executive Officer
|
Name
|
Capacity
|
/s/ C. Daniel DeLawder
C. Daniel DeLawder
|
Chairman of the Board, Chief Executive Officer and Director
|
/s/ David L. Trautman*
David L. Trautman
|
President, Secretary and Director
|
/s/ Brady T. Burt
Brady T. Burt
|
Chief Financial Officer
|
/s/ Matthew R. Miller
Matthew R. Miller
|
Chief Accounting Officer
|
/s/ Maureen Buchwald*
Maureen Buchwald
|
Director
|
/s/ Harry O. Egger*
Harry O. Egger
|
Director
|
/s/ F. William Englefield IV*
F. William Englefield IV
|
Director
|
Name
|
Capacity
|
/s/ Stephen J. Kambeitz*
Stephen J. Kambeitz
|
Director
|
/s/ William T. McConnell*
William T. McConnell
|
Director
|
/s/ Timothy S. McLain*
Timothy S. McLain
|
Director
|
/s/ John J. O’Neill*
John J. O’Neill
|
Director
|
/s/ Rick R. Taylor*
Rick R. Taylor
|
Director
|
/s/ Sarah Reese Wallace*
Sarah Reese Wallace
|
Director
|
/s/ Leon Zazworsky*
Leon Zazworsky
|
Director
|
*
|
The above-named directors of the Registrant sign this Annual Report on Form 10-K by C. Daniel DeLawder, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Annual Report on Form 10-K as exhibits, in the capacities indicated and on the 26
th
day of February, 2013.
|
By:
|
/s/ C. Daniel DeLawder
|
|
C. Daniel DeLawder
|
|
Chairman of the Board and Chief Executive Officer
|
Re:
|
Notice of Removal of Administrative Trustee and Appointment of Successor
|
|
|
SUCCESSOR ADMINISTRATIVE TRUSTEE:
By:
_/s/ Brady T. Burt________
Name: Brady T. Burt
CURRENT ADMINISTRATIVE TRUSTEES:
By:
_/s/ C. Daniel DeLawder___
Name: C. Daniel DeLawder
|
By:
_/s/ David L. Trautman__
Name: David L. Trautman
|
|
|
|
|
PARK NATIONAL CORPORATION
By:
_/s/ Brady T. Burt______
Name: Brady T. Burt
Title: Chief Financial Officer
|
|
Meeting Fees
:
|
2012
|
2013
|
|||||
Each meeting of Board of Directors attended (1)
|
$
|
1,000
|
|
$
|
1,200
|
|
|
Each meeting of Executive Committee attended
|
$
|
400
|
|
$
|
900
|
|
|
Each meeting of Audit Committee attended
|
$
|
400
|
|
$
|
900
|
|
|
Each meeting of each other Board Committee attended
|
$
|
400
|
|
$
|
600
|
|
|
Annual Retainers
:
|
|
|
|||||
Annual Retainer for Committee Chairs:
|
|
|
|||||
|
Audit Committee
|
$
|
5,000
|
|
$
|
7,500
|
|
|
Nominating Committee
|
$
|
—
|
|
$
|
5,000
|
|
|
Compensation Committee
|
$
|
—
|
|
$
|
5,000
|
|
|
Risk Committee
|
$
|
—
|
|
$
|
5,000
|
|
(a)
|
This Agreement shall terminate upon the first to occur of the following:
|
(i)
|
the distribution of the death benefit proceeds in accordance with Section 6 above; or
|
(ii)
|
the termination of the Insured's employment for any reason (other than on account of the Insured's death) prior to age 62.
|
(iii)
|
the insured attains age 70.
|
(b)
|
Insured acknowledges and agrees that the termination of this Agreement pursuant to subsections (a)(ii) and (a)(iii) above prior to the death of Insured shall terminate any right of Insured to receive any death proceeds of the Policy under this Agreement, and such termination shall be without any liability of any nature to Bank.
|
|
BANK:
PARK NATIONAL BANK
|
|
|
By
|
|
|
Its
|
|
|
INSURED:
|
|
|
|
|
|
BRADY BURT
|
A.
|
The amount of the Insured's death benefit will be determined annually by the Bank, and will be approximately two and a quarter (2.25) times the Insured's highest annual total compensation during the Insured's employment with the Bank; the Insured's annual total compensation for purposes of this calculation may be adjusted for extraordinary fluctuations caused by acceleration or deceleration in any year due to opportunities to maximize disposable income by the Insured caused by changes in state, federal, and local tax laws or otherwise.
|
B.
|
Payment of death benefit after Insured's retirement (later of age 62 or actual retirement) shall be subject to the following retirement conditions.
|
Name and Positions Held With Park and Park National Bank
|
|
Date of Split- Dollar Agreement
|
|
Subsidiary of Park which is Party to Split-Dollar Agreement
|
|
|
|
|
|
C. Daniel DeLawder
- Chairman of the Board, Chief Executive Officer and a director of each of Park and Park National Bank
|
|
May 26, 1993
|
|
Park National Bank
|
|
|
|
|
|
David L. Trautman
- President, Secretary and a director of Park; President and a director of Park National Bank
|
|
September 23, 1993
|
|
Park National Bank
|
|
|
|
|
|
John W. Kozak
- Former Chief Financial Officer of Park; Former Senior Vice President and Chief Financial Officer and a former director of Park National Bank (1)
|
|
June 2, 1993
|
|
Park National Bank
|
Name of Director
|
|
Subsidiary of Park which is a Party to
Split-Dollar Agreement
|
|
Date of Split-
Dollar Agreement
|
Maureen H. Buchwald
|
|
The Park National Bank (as successor by merger to The First-Knox National Bank of Mount Vernon)
|
|
December 28, 2007
|
|
|
|
|
|
F. William Englefield IV
|
|
The Park National Bank
|
|
December 28, 2007
|
|
|
|
|
|
John J. O'Neill
|
|
The Park National Bank
|
|
December 28, 2007
|
|
|
|
|
|
Rick R. Taylor
|
|
The Park National Bank (as successor by merger to The Richland Trust Company)
|
|
December 28, 2007
|
|
|
|
|
|
Leon Zazworsky
|
|
The Park National Bank
|
|
December 28, 2007
|
Balances at December 31,
|
||||||||||||||||
(In thousands)
|
|
SEPH 2012
|
|
SEPH 2011
|
|
Vision 2011
|
|
Vision 2010
|
||||||||
Assets
|
|
$
|
104,428
|
|
|
$
|
34,989
|
|
|
$
|
650,935
|
|
|
$
|
791,945
|
|
Assets held for sale (1)
|
|
—
|
|
|
—
|
|
|
382,462
|
|
|
—
|
|
||||
Loans
|
|
59,178
|
|
|
—
|
|
|
123,883
|
|
|
640,580
|
|
||||
Deposits
|
|
—
|
|
|
—
|
|
|
32
|
|
|
633,432
|
|
||||
Liabilities held for sale (2)
|
|
—
|
|
|
—
|
|
|
536,186
|
|
|
—
|
|
(1)
|
The assets held for sale represent the loans and other assets at Vision that were sold in the first quarter of 2012.
|
(2)
|
The liabilities held for sale represent the deposits and other liabilities at Vision that were sold in the first quarter of 2012.
|
Balances at December 31,
|
||||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Assets
|
|
$
|
6,642,803
|
|
|
$
|
6,972,245
|
|
|
$
|
7,282,261
|
|
Assets held for sale (1)
|
|
—
|
|
|
382,462
|
|
|
—
|
|
|||
Loans
|
|
4,450,322
|
|
|
4,317,099
|
|
|
4,732,685
|
|
|||
Deposits
|
|
4,716,032
|
|
|
4,465,114
|
|
|
5,095,420
|
|
|||
Liabilities held for sale (2)
|
|
—
|
|
|
536,186
|
|
|
—
|
|
(1)
|
The assets held for sale represent the loans and other assets at Vision that were sold in the first quarter of 2012.
|
(2)
|
The liabilities held for sale represent the deposits and other liabilities at Vision that were sold in the first quarter of 2012.
|
Table 7 - Projected Pre-tax, Pre-provision Income (Loss)
|
|
|
|
|||||||
(In thousands)
|
2012
|
|
Projected range for 2013
|
|||||||
PNB
|
$
|
135,981
|
|
|
$
|
129,000
|
|
$
|
139,000
|
|
GFSC
|
6,321
|
|
|
5,000
|
|
6,000
|
|
|||
Parent excluding SEPH
|
(1,610
|
)
|
|
(5,000
|
)
|
(4,000
|
)
|
|||
Total Ohio-based operations
|
$
|
140,692
|
|
|
$
|
129,000
|
|
$
|
141,000
|
|
|
|
|
|
|
||||||
SEPH *
|
(942
|
)
|
|
(16,000
|
)
|
(10,000
|
)
|
|||
Park National Corporation
|
$
|
139,750
|
|
|
$
|
113,000
|
|
$
|
131,000
|
|
Table 8 - Projected Net Income
|
|
|
|
|
||||||
(In thousands)
|
2012 Actual
|
|
Projected range for 2013
|
|||||||
Pre-tax, pre-provision income
|
$
|
139,750
|
|
|
$
|
113,000
|
|
$
|
131,000
|
|
Provision for loan losses
|
35,419
|
|
|
20,000
|
|
15,000
|
|
|||
Income before income tax
|
$
|
104,331
|
|
|
$
|
93,000
|
|
$
|
116,000
|
|
Income taxes
|
25,701
|
|
|
23,250
|
|
30,160
|
|
|||
Net income
|
$
|
78,630
|
|
|
$
|
69,750
|
|
$
|
85,840
|
|
Table 9 - Park National Corporation Affiliate Financial Data
|
||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
(In thousands)
|
|
Average
Loans
|
|
Average Deposits
|
|
Average
Loans
|
|
Average Deposits
|
|
Average
Loans
|
|
Average Deposits
|
||||||||||||
Park National Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Park National Bank Division
|
|
$
|
1,286,751
|
|
|
$
|
1,354,196
|
|
|
$
|
1,206,520
|
|
|
$
|
1,387,223
|
|
|
$
|
1,141,941
|
|
|
$
|
1,315,047
|
|
Security National Bank Division
|
|
412,388
|
|
|
767,560
|
|
|
394,605
|
|
|
685,428
|
|
|
377,503
|
|
|
647,417
|
|
||||||
First-Knox National Bank Division
|
|
513,976
|
|
|
507,237
|
|
|
493,158
|
|
|
482,537
|
|
|
470,832
|
|
|
475,419
|
|
||||||
Century National Bank Division
|
|
604,382
|
|
|
480,536
|
|
|
573,056
|
|
|
460,825
|
|
|
547,014
|
|
|
477,248
|
|
||||||
Richland Trust Bank Division
|
|
248,421
|
|
|
439,420
|
|
|
244,687
|
|
|
422,261
|
|
|
226,094
|
|
|
437,974
|
|
||||||
Fairfield National Bank Division
|
|
245,064
|
|
|
394,239
|
|
|
236,467
|
|
|
383,358
|
|
|
219,310
|
|
|
376,985
|
|
||||||
Second National Bank Division
|
|
302,185
|
|
|
290,870
|
|
|
281,749
|
|
|
281,347
|
|
|
273,531
|
|
|
282,654
|
|
||||||
Park National SW & N KY Bank Division
|
|
291,297
|
|
|
218,407
|
|
|
329,690
|
|
|
240,213
|
|
|
349,700
|
|
|
258,593
|
|
||||||
United Bank Division
|
|
92,258
|
|
|
196,841
|
|
|
95,528
|
|
|
193,685
|
|
|
96,752
|
|
|
202,550
|
|
||||||
Unity National Bank Division
|
|
147,956
|
|
|
149,537
|
|
|
146,965
|
|
|
145,051
|
|
|
147,239
|
|
|
134,125
|
|
||||||
Farmers & Savings Bank Division
|
|
95,661
|
|
|
75,684
|
|
|
97,228
|
|
|
71,386
|
|
|
99,839
|
|
|
68,924
|
|
||||||
Scope Aircraft Finance
|
|
175,019
|
|
|
9
|
|
|
156,681
|
|
|
9
|
|
|
146,424
|
|
|
10
|
|
||||||
SEPH/Vision Bank
|
|
133,306
|
|
|
67,737
|
|
|
582,221
|
|
|
575,784
|
|
|
666,652
|
|
|
666,868
|
|
||||||
Guardian Finance
|
|
48,987
|
|
|
8,524
|
|
|
45,957
|
|
|
8,093
|
|
|
40,792
|
|
|
6,219
|
|
||||||
Parent Company, including consolidating entries
|
|
(186,990
|
)
|
|
(115,400
|
)
|
|
(171,001
|
)
|
|
(144,711
|
)
|
|
(161,145
|
)
|
|
(168,018
|
)
|
||||||
Consolidated Totals
|
|
$
|
4,410,661
|
|
|
$
|
4,835,397
|
|
|
$
|
4,713,511
|
|
|
$
|
5,192,489
|
|
|
$
|
4,642,478
|
|
|
$
|
5,182,015
|
|
Table 10 - Year-End Deposits
|
|
|
|
|
|
|
||||||
December 31,
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
|
Change
|
||||||
Non-interest bearing checking
|
|
$
|
1,137,290
|
|
|
$
|
995,733
|
|
|
$
|
141,557
|
|
Interest bearing transaction accounts
|
|
1,088,617
|
|
|
1,037,385
|
|
|
51,232
|
|
|||
Savings
|
|
1,038,356
|
|
|
931,527
|
|
|
106,829
|
|
|||
All other time deposits
|
|
1,450,424
|
|
|
1,499,105
|
|
|
(48,681
|
)
|
|||
Other
|
|
1,345
|
|
|
1,364
|
|
|
(19
|
)
|
|||
Total
|
|
$
|
4,716,032
|
|
|
$
|
4,465,114
|
|
|
$
|
250,918
|
|
Table 11 - Loans by Type
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Commercial, financial and agricultural
|
|
$
|
823,927
|
|
|
$
|
743,797
|
|
|
$
|
737,902
|
|
|
$
|
751,277
|
|
|
$
|
714,296
|
|
Real estate - construction
|
|
165,528
|
|
|
217,546
|
|
|
406,480
|
|
|
495,518
|
|
|
533,788
|
|
|||||
Real estate - residential
|
|
1,713,645
|
|
|
1,628,618
|
|
|
1,692,209
|
|
|
1,555,390
|
|
|
1,560,198
|
|
|||||
Real estate - commercial
|
|
1,092,164
|
|
|
1,108,574
|
|
|
1,226,616
|
|
|
1,130,672
|
|
|
1,035,725
|
|
|||||
Consumer
|
|
651,930
|
|
|
616,505
|
|
|
666,871
|
|
|
704,430
|
|
|
643,507
|
|
|||||
Leases
|
|
3,128
|
|
|
2,059
|
|
|
2,607
|
|
|
3,145
|
|
|
3,823
|
|
|||||
Total Loans
|
|
$
|
4,450,322
|
|
|
$
|
4,317,099
|
|
|
$
|
4,732,685
|
|
|
$
|
4,640,432
|
|
|
$
|
4,491,337
|
|
(1)
|
Nonaccrual loans of $88.4 million
are included within the one year or less classification above.
|
Table 13 - Investment Securities
|
|
|
|
|
|
|
||||||
December 31,
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Obligations of U.S. Treasury and other U.S. Government sponsored entities
|
|
$
|
695,727
|
|
|
$
|
371,657
|
|
|
$
|
273,313
|
|
Obligations of states and political subdivisions
|
|
1,573
|
|
|
4,652
|
|
|
14,211
|
|
|||
U.S. Government asset-backed securities
|
|
816,322
|
|
|
1,262,527
|
|
|
1,681,815
|
|
|||
Federal Home Loan Bank stock
|
|
59,031
|
|
|
60,728
|
|
|
61,823
|
|
|||
Federal Reserve Bank stock
|
|
6,876
|
|
|
6,876
|
|
|
6,876
|
|
|||
Equities
|
|
2,222
|
|
|
2,033
|
|
|
1,753
|
|
|||
Total
|
|
$
|
1,581,751
|
|
|
$
|
1,708,473
|
|
|
$
|
2,039,791
|
|
Investments by category as a percentage of total investment securities
|
|
|
|
|
|
|
||||||
Obligations of U.S. Treasury and other U.S. Government sponsored entities
|
|
44.0
|
%
|
|
21.8
|
%
|
|
13.4
|
%
|
|||
Obligations of states and political subdivisions
|
|
0.1
|
%
|
|
0.3
|
%
|
|
0.7
|
%
|
|||
U.S. Government asset-backed securities
|
|
51.7
|
%
|
|
73.9
|
%
|
|
82.5
|
%
|
|||
Federal Home Loan Bank stock
|
|
3.7
|
%
|
|
3.5
|
%
|
|
3.0
|
%
|
|||
Federal Reserve Bank stock
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
|||
Equities
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Table 14 - Continued
|
||||||||||||||||||||||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
1,048,796
|
|
|
|
999,085
|
|
|
|
907,514
|
|
|
|
||||||||||||
Other
|
75,312
|
|
|
|
90,351
|
|
|
|
87,885
|
|
|
|
||||||||||||
Total non-interest bearing liabilities
|
1,124,108
|
|
|
|
1,089,436
|
|
|
|
995,399
|
|
|
|
||||||||||||
Shareholders' equity
|
689,732
|
|
|
|
743,873
|
|
|
|
746,510
|
|
|
|
||||||||||||
TOTAL
|
$
|
6,766,806
|
|
|
|
$
|
7,206,171
|
|
|
|
$
|
7,042,705
|
|
|
|
|||||||||
Net interest earnings
|
|
$
|
236,938
|
|
|
|
$
|
275,172
|
|
|
|
$
|
276,092
|
|
|
|||||||||
Net interest spread
|
|
|
3.62
|
%
|
|
|
3.94
|
%
|
|
|
4.01
|
%
|
||||||||||||
Net yield on interest earning assets (net interest margin)
|
|
|
3.83
|
%
|
|
|
4.14
|
%
|
|
|
4.26
|
%
|
(1)
|
Loan income includes loan related fee income of $3,096 in 2012, $2,381 in 2011 and $238 in 2010. Loan income also includes the effects of taxable equivalent adjustments using a 35% tax rate in 2012, 2011 and 2010. The taxable equivalent adjustment was $1,547 in 2012, $1,734 in 2011 and $1,614 in 2010.
|
(2)
|
For the purpose of the computation, nonaccrual loans are included in the daily average loans outstanding.
|
(3)
|
Interest income on tax-exempt investment securities includes the effects of taxable equivalent adjustments using a 35% tax rate in 2012, 2011 and 2010. The taxable equivalent adjustments were $77 in 2012, $204 in 2011 and $434 in 2010.
|
(4)
|
Includes subordinated debenture and subordinated notes.
|
Table 15 - Quarterly Net Interest Margin
|
|||||||||||
(In thousands)
|
|
Average Interest Earning Assets
|
|
Net Interest Income
|
|
Tax Equivalent Net Interest Margin
|
|||||
First Quarter
|
|
$
|
6,297,772
|
|
|
$
|
61,728
|
|
|
3.97
|
%
|
Second Quarter
|
|
6,134,797
|
|
|
58,680
|
|
|
3.87
|
%
|
||
Third Quarter
|
|
6,200,288
|
|
|
58,016
|
|
|
3.75
|
%
|
||
Fourth Quarter
|
|
6,128,159
|
|
|
56,891
|
|
|
3.72
|
%
|
||
2012
|
|
$
|
6,190,111
|
|
|
$
|
235,315
|
|
|
3.83
|
%
|
Table 16 - Volume/Rate Variance Analysis
|
|
|
||||||||||||||||||||||
|
|
Change from 2011 to 2012
|
|
Change from 2010 to 2011
|
||||||||||||||||||||
(In thousands)
|
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans
|
|
$
|
(16,271
|
)
|
|
$
|
(11,737
|
)
|
|
$
|
(28,008
|
)
|
|
$
|
3,988
|
|
|
$
|
(9,102
|
)
|
|
$
|
(5,114
|
)
|
Taxable investments
|
|
(8,038
|
)
|
|
(10,286
|
)
|
|
(18,324
|
)
|
|
4,711
|
|
|
(12,676
|
)
|
|
(7,965
|
)
|
||||||
Tax-exempt investments
|
|
(348
|
)
|
|
(10
|
)
|
|
(358
|
)
|
|
(631
|
)
|
|
(14
|
)
|
|
(645
|
)
|
||||||
Money market instruments
|
|
213
|
|
|
17
|
|
|
230
|
|
|
(31
|
)
|
|
9
|
|
|
(22
|
)
|
||||||
Total interest income
|
|
(24,444
|
)
|
|
(22,016
|
)
|
|
(46,460
|
)
|
|
8,037
|
|
|
(21,783
|
)
|
|
(13,746
|
)
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction accounts
|
|
$
|
(307
|
)
|
|
$
|
(968
|
)
|
|
$
|
(1,275
|
)
|
|
$
|
237
|
|
|
$
|
(2,001
|
)
|
|
$
|
(1,764
|
)
|
Savings accounts
|
|
58
|
|
|
(112
|
)
|
|
(54
|
)
|
|
85
|
|
|
(262
|
)
|
|
(177
|
)
|
||||||
Time deposits
|
|
(3,289
|
)
|
|
(4,632
|
)
|
|
(7,921
|
)
|
|
(3,514
|
)
|
|
(8,856
|
)
|
|
(12,370
|
)
|
||||||
Short-term borrowings
|
|
(94
|
)
|
|
(51
|
)
|
|
(145
|
)
|
|
(14
|
)
|
|
(344
|
)
|
|
(358
|
)
|
||||||
Long-term debt
|
|
898
|
|
|
271
|
|
|
1,169
|
|
|
5,663
|
|
|
(3,821
|
)
|
|
1,842
|
|
||||||
Total interest expense
|
|
(2,734
|
)
|
|
(5,492
|
)
|
|
(8,226
|
)
|
|
2,457
|
|
|
(15,284
|
)
|
|
(12,827
|
)
|
||||||
Net variance
|
|
$
|
(21,710
|
)
|
|
$
|
(16,524
|
)
|
|
$
|
(38,234
|
)
|
|
$
|
5,580
|
|
|
$
|
(6,499
|
)
|
|
$
|
(919
|
)
|
Table 17 - Other Income
|
||||||||||||
Year Ended December 31,
|
|
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income from fiduciary activities
|
|
$
|
15,947
|
|
|
$
|
14,965
|
|
|
$
|
13,874
|
|
Service charges on deposits
|
|
16,704
|
|
|
18,307
|
|
|
19,717
|
|
|||
Gain on sale of Vision business
|
|
22,167
|
|
|
—
|
|
|
—
|
|
|||
Net gains on sales of securities
|
|
—
|
|
|
28,829
|
|
|
11,864
|
|
|||
Other service income
|
|
13,631
|
|
|
10,606
|
|
|
13,816
|
|
|||
Checkcard fee income
|
|
12,541
|
|
|
12,496
|
|
|
11,177
|
|
|||
Bank owned life insurance income
|
|
4,754
|
|
|
5,089
|
|
|
4,978
|
|
|||
ATM fees
|
|
2,359
|
|
|
2,703
|
|
|
2,951
|
|
|||
Gain/loss on the sale of OREO, net
|
|
4,414
|
|
|
1,312
|
|
|
1,466
|
|
|||
OREO devaluations
|
|
(6,872
|
)
|
|
(8,219
|
)
|
|
(13,206
|
)
|
|||
Other
|
|
6,758
|
|
|
8,822
|
|
|
8,243
|
|
|||
Total other income
|
|
$
|
92,403
|
|
|
$
|
94,910
|
|
|
$
|
74,880
|
|
Table 18 - Other Income Breakout
|
||||||||||||||||||||||||
|
|
Change 2011 to 2012
|
|
Change 2010 to 2011
|
||||||||||||||||||||
(In thousands)
|
|
Ohio-based operations
|
|
SEPH/VB
|
|
Total
|
|
Ohio-based operations
|
|
SEPH/VB
|
|
Total
|
||||||||||||
Income from fiduciary activities
|
|
$
|
1,106
|
|
|
$
|
(124
|
)
|
|
$
|
982
|
|
|
$
|
1,081
|
|
|
$
|
10
|
|
|
$
|
1,091
|
|
Service charges on deposits
|
|
(615
|
)
|
|
(988
|
)
|
|
(1,603
|
)
|
|
(1,211
|
)
|
|
(199
|
)
|
|
(1,410
|
)
|
||||||
Gain on sale of Vision business
|
|
—
|
|
|
22,167
|
|
|
22,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net gains on sales of securities
|
|
(23,634
|
)
|
|
(5,195
|
)
|
|
(28,829
|
)
|
|
11,770
|
|
|
5,195
|
|
|
16,965
|
|
||||||
Other service income
|
|
4,499
|
|
|
(1,474
|
)
|
|
3,025
|
|
|
(3,295
|
)
|
|
85
|
|
|
(3,210
|
)
|
||||||
Checkcard fee income
|
|
802
|
|
|
(757
|
)
|
|
45
|
|
|
852
|
|
|
467
|
|
|
1,319
|
|
||||||
Bank owned life insurance income
|
|
(240
|
)
|
|
(95
|
)
|
|
(335
|
)
|
|
111
|
|
|
—
|
|
|
111
|
|
||||||
ATM fees
|
|
(282
|
)
|
|
(62
|
)
|
|
(344
|
)
|
|
37
|
|
|
(285
|
)
|
|
(248
|
)
|
||||||
Gain/loss on the sale of OREO, net
|
|
176
|
|
|
2,926
|
|
|
3,102
|
|
|
(277
|
)
|
|
123
|
|
|
(154
|
)
|
||||||
OREO devaluations
|
|
(289
|
)
|
|
1,636
|
|
|
1,347
|
|
|
832
|
|
|
4,155
|
|
|
4,987
|
|
||||||
Other
|
|
(1,883
|
)
|
|
(181
|
)
|
|
(2,064
|
)
|
|
528
|
|
|
51
|
|
|
579
|
|
||||||
Total other income
|
|
$
|
(20,360
|
)
|
|
$
|
17,853
|
|
|
$
|
(2,507
|
)
|
|
$
|
10,428
|
|
|
$
|
9,602
|
|
|
$
|
20,030
|
|
Table 19 - Other Expense
|
|||||||||||
Year Ended December 31,
|
|
||||||||||
(In thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Salaries and employee benefits
|
$
|
95,977
|
|
|
$
|
102,068
|
|
|
$
|
98,315
|
|
Data processing fees
|
3,916
|
|
|
4,965
|
|
|
5,728
|
|
|||
Professional fees and services
|
24,267
|
|
|
21,119
|
|
|
19,972
|
|
|||
Net occupancy expense of bank premises
|
9,444
|
|
|
11,295
|
|
|
11,510
|
|
|||
Furniture and equipment expense
|
10,788
|
|
|
10,773
|
|
|
10,435
|
|
|||
Insurance
|
5,780
|
|
|
6,821
|
|
|
8,983
|
|
|||
Marketing
|
3,474
|
|
|
2,967
|
|
|
3,656
|
|
|||
Postage and telephone
|
5,983
|
|
|
6,060
|
|
|
6,648
|
|
|||
Intangible amortization expense
|
2,172
|
|
|
3,534
|
|
|
3,422
|
|
|||
State taxes
|
3,786
|
|
|
1,544
|
|
|
3,171
|
|
|||
Loan put provision
|
3,299
|
|
|
—
|
|
|
—
|
|
|||
OREO expense
|
4,011
|
|
|
3,266
|
|
|
3,358
|
|
|||
Other
|
15,071
|
|
|
13,905
|
|
|
11,909
|
|
|||
Total other expense
|
$
|
187,968
|
|
|
$
|
188,317
|
|
|
$
|
187,107
|
|
Full time equivalent employees
|
1,826
|
|
|
1,920
|
|
|
1,969
|
|
Table 20 - Other Expense Breakout
|
||||||||||||||||||||||||
|
|
Change 2011 to 2012
|
|
Change 2010 to 2011
|
||||||||||||||||||||
(In thousands)
|
|
Ohio-based operations
|
|
SEPH/VB
|
|
Total
|
|
Ohio-based operations
|
|
SEPH/VB
|
|
Total
|
||||||||||||
Salaries and employee benefits
|
|
$
|
2,911
|
|
|
$
|
(9,002
|
)
|
|
$
|
(6,091
|
)
|
|
$
|
4,286
|
|
|
$
|
(533
|
)
|
|
$
|
3,753
|
|
Data processing fees
|
|
417
|
|
|
(1,466
|
)
|
|
(1,049
|
)
|
|
(279
|
)
|
|
(484
|
)
|
|
(763
|
)
|
||||||
Professional fees and services
|
|
1,589
|
|
|
1,559
|
|
|
3,148
|
|
|
(137
|
)
|
|
1,284
|
|
|
1,147
|
|
||||||
Net occupancy expense of bank premises
|
|
(85
|
)
|
|
(1,766
|
)
|
|
(1,851
|
)
|
|
(239
|
)
|
|
24
|
|
|
(215
|
)
|
||||||
Furniture and equipment expense
|
|
850
|
|
|
(835
|
)
|
|
15
|
|
|
466
|
|
|
(128
|
)
|
|
338
|
|
||||||
Insurance
|
|
(197
|
)
|
|
(844
|
)
|
|
(1,041
|
)
|
|
(1,696
|
)
|
|
(466
|
)
|
|
(2,162
|
)
|
||||||
Marketing
|
|
720
|
|
|
(213
|
)
|
|
507
|
|
|
(667
|
)
|
|
(22
|
)
|
|
(689
|
)
|
||||||
Postage and telephone
|
|
203
|
|
|
(280
|
)
|
|
(77
|
)
|
|
(578
|
)
|
|
(10
|
)
|
|
(588
|
)
|
||||||
Intangible amortization expense
|
|
—
|
|
|
(1,362
|
)
|
|
(1,362
|
)
|
|
(746
|
)
|
|
858
|
|
|
112
|
|
||||||
State taxes
|
|
2,242
|
|
|
—
|
|
|
2,242
|
|
|
(1,627
|
)
|
|
—
|
|
|
(1,627
|
)
|
||||||
Loan put provision
|
|
—
|
|
|
3,299
|
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
OREO expense
|
|
750
|
|
|
(5
|
)
|
|
745
|
|
|
(65
|
)
|
|
(27
|
)
|
|
(92
|
)
|
||||||
Other
|
|
678
|
|
|
488
|
|
|
1,166
|
|
|
1,655
|
|
|
341
|
|
|
1,996
|
|
||||||
Total other expense
|
|
$
|
10,078
|
|
|
$
|
(10,427
|
)
|
|
$
|
(349
|
)
|
|
$
|
373
|
|
|
$
|
837
|
|
|
$
|
1,210
|
|
Table 22 - General Reserve Trends - Park National Corporation
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Allowance for loan losses, end of period
|
|
$
|
55,537
|
|
|
$
|
68,444
|
|
|
$
|
143,575
|
|
Specific reserves
|
|
8,276
|
|
|
15,935
|
|
|
66,904
|
|
|||
General reserves
|
|
$
|
47,261
|
|
|
$
|
52,509
|
|
|
$
|
76,671
|
|
Total loans
|
|
$
|
4,450,322
|
|
|
$
|
4,317,099
|
|
|
$
|
4,732,685
|
|
Impaired commercial loans
|
|
137,238
|
|
|
187,074
|
|
|
250,933
|
|
|||
Non-impaired loans
|
|
$
|
4,313,084
|
|
|
$
|
4,130,025
|
|
|
$
|
4,481,752
|
|
Allowance for loan losses as a percentage of period end loans
|
|
1.25
|
%
|
|
1.59
|
%
|
|
3.03
|
%
|
|||
General reserves as a percentage of non-impaired loans
|
|
1.10
|
%
|
|
1.27
|
%
|
|
1.71
|
%
|
Table 23 - Park Ohio - Commercial Credit Trends
|
|
|
|
||||||
Commercial loans * (In thousands)
|
December 31, 2012
|
December 31, 2011
|
December 31, 2010
|
||||||
Pass rated
|
$
|
2,225,702
|
|
$
|
2,131,007
|
|
$
|
2,046,016
|
|
Special Mention
|
49,275
|
|
66,254
|
|
85,287
|
|
|||
Substandard
|
16,843
|
|
29,604
|
|
78,529
|
|
|||
Impaired
|
89,365
|
|
95,109
|
|
90,694
|
|
|||
Total
|
$
|
2,381,185
|
|
$
|
2,321,974
|
|
$
|
2,300,526
|
|
Table 24 - Summary of Loan Loss Experience
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average loans (net of unearned interest)
|
|
$
|
4,410,661
|
|
|
$
|
4,713,511
|
|
|
$
|
4,642,478
|
|
|
$
|
4,594,436
|
|
|
$
|
4,354,520
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
68,444
|
|
|
143,575
|
|
|
116,717
|
|
|
100,088
|
|
|
87,102
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
and agricultural
|
|
26,847
|
|
|
18,350
|
|
|
8,484
|
|
|
10,047
|
|
|
2,953
|
|
|||||
Real estate - construction
|
|
9,985
|
|
|
64,166
|
|
|
23,308
|
|
|
21,956
|
|
|
34,052
|
|
|||||
Real estate - residential
|
|
8,607
|
|
|
20,691
|
|
|
18,401
|
|
|
11,765
|
|
|
12,600
|
|
|||||
Real estate - commercial
|
|
10,454
|
|
|
23,063
|
|
|
7,748
|
|
|
5,662
|
|
|
4,126
|
|
|||||
Consumer
|
|
5,375
|
|
|
7,612
|
|
|
8,373
|
|
|
9,583
|
|
|
9,181
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
4
|
|
|||||
Total charge-offs
|
|
$
|
61,268
|
|
|
$
|
133,882
|
|
|
$
|
66,314
|
|
|
$
|
59,022
|
|
|
$
|
62,916
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
and agricultural
|
|
$
|
1,066
|
|
|
$
|
1,402
|
|
|
$
|
1,237
|
|
|
$
|
1,010
|
|
|
$
|
861
|
|
Real estate - construction
|
|
2,979
|
|
|
1,463
|
|
|
813
|
|
|
1,322
|
|
|
137
|
|
|||||
Real estate - residential
|
|
5,559
|
|
|
1,719
|
|
|
1,429
|
|
|
1,723
|
|
|
1,128
|
|
|||||
Real estate - commercial
|
|
783
|
|
|
1,825
|
|
|
850
|
|
|
771
|
|
|
451
|
|
|||||
Consumer
|
|
2,555
|
|
|
2,385
|
|
|
1,763
|
|
|
2,001
|
|
|
2,807
|
|
|||||
Leases
|
|
—
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
31
|
|
|||||
Total recoveries
|
|
$
|
12,942
|
|
|
$
|
8,798
|
|
|
$
|
6,092
|
|
|
$
|
6,830
|
|
|
$
|
5,415
|
|
Net charge-offs
|
|
$
|
48,326
|
|
|
$
|
125,084
|
|
|
$
|
60,222
|
|
|
$
|
52,192
|
|
|
$
|
57,501
|
|
Provision charged to earnings
|
|
35,419
|
|
|
63,272
|
|
|
87,080
|
|
|
68,821
|
|
|
70,487
|
|
|||||
Transfer of loans at fair value
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses acquired
(transferred) related to Vision
|
|
—
|
|
|
(13,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ending balance
|
|
$
|
55,537
|
|
|
$
|
68,444
|
|
|
$
|
143,575
|
|
|
$
|
116,717
|
|
|
$
|
100,088
|
|
Ratio of net charge-offs to average loans
|
|
1.10
|
%
|
|
2.65
|
%
|
|
1.30
|
%
|
|
1.14
|
%
|
|
1.32
|
%
|
|||||
Ratio of allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
to end of year loans
|
|
1.25
|
%
|
|
1.59
|
%
|
|
3.03
|
%
|
|
2.52
|
%
|
|
2.23
|
%
|
Table 25 - Allocation of Allowance for Loan Losses
|
|
|
|||||||||||||||||||||||
December 31,
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||||||
(In thousands)
|
Allowance
|
Percent of Loans Per Category
|
Allowance
|
Percent of Loans Per Category
|
Allowance
|
Percent of Loans Per Category
|
Allowance
|
Percent of Loans Per Category
|
Allowance
|
Percent of Loans Per Category
|
|||||||||||||||
Commercial, financial, and agricultural
|
$
|
15,635
|
|
18.51
|
%
|
$
|
16,950
|
|
17.23
|
%
|
$
|
11,555
|
|
15.59
|
%
|
$
|
14,725
|
|
16.19
|
%
|
$
|
14,286
|
|
15.90
|
%
|
Real estate -
construction
|
6,841
|
|
3.72
|
%
|
14,433
|
|
5.04
|
%
|
70,462
|
|
8.59
|
%
|
47,521
|
|
10.68
|
%
|
24,794
|
|
11.88
|
%
|
|||||
Real estate -
residential
|
14,759
|
|
38.51
|
%
|
15,692
|
|
37.72
|
%
|
30,259
|
|
35.75
|
%
|
19,753
|
|
33.51
|
%
|
22,077
|
|
34.74
|
%
|
|||||
Real estate -
commercial
|
11,736
|
|
24.54
|
%
|
15,539
|
|
25.68
|
%
|
24,369
|
|
25.92
|
%
|
23,970
|
|
24.37
|
%
|
15,498
|
|
23.06
|
%
|
|||||
Consumer
|
6,566
|
|
14.65
|
%
|
5,830
|
|
14.28
|
%
|
6,925
|
|
14.09
|
%
|
10,713
|
|
15.18
|
%
|
23,391
|
|
14.33
|
%
|
|||||
Leases
|
—
|
|
0.07
|
%
|
—
|
|
0.05
|
%
|
5
|
|
0.06
|
%
|
35
|
|
0.07
|
%
|
42
|
|
0.09
|
%
|
|||||
Total
|
$
|
55,537
|
|
100.00
|
%
|
$
|
68,444
|
|
100.00
|
%
|
$
|
143,575
|
|
100.00
|
%
|
$
|
116,717
|
|
100.00
|
%
|
$
|
100,088
|
|
100.00
|
%
|
Table 26 - Park - Nonperforming Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
||||||||||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Nonaccrual loans
|
|
$
|
155,536
|
|
|
$
|
195,106
|
|
|
$
|
289,268
|
|
|
$
|
233,544
|
|
|
$
|
159,512
|
|
Accruing TDRs
|
|
29,800
|
|
|
28,607
|
|
|
-
|
|
|
142
|
|
|
2,845
|
|
|||||
Loans past due 90 days or more
|
|
2,970
|
|
|
3,489
|
|
|
3,590
|
|
|
14,773
|
|
|
5,421
|
|
|||||
Total nonperforming loans
|
|
$
|
188,306
|
|
|
$
|
227,202
|
|
|
$
|
292,858
|
|
|
$
|
248,459
|
|
|
$
|
167,778
|
|
Other real estate owned – PNB
|
|
14,715
|
|
|
13,240
|
|
|
8,385
|
|
|
6,037
|
|
|
6,149
|
|
|||||
Other real estate owned – Vision
|
|
—
|
|
|
-
|
|
|
33,324
|
|
|
35,203
|
|
|
19,699
|
|
|||||
Other real estate owned – SEPH
|
|
21,003
|
|
|
29,032
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||||
Total nonperforming assets
|
|
$
|
224,024
|
|
|
$
|
269,474
|
|
|
$
|
334,567
|
|
|
$
|
289,699
|
|
|
$
|
193,626
|
|
Percentage of nonperforming loans to total loans
|
|
4.23
|
%
|
|
5.26
|
%
|
|
6.19
|
%
|
|
5.35
|
%
|
|
3.74
|
%
|
|||||
Percentage of nonperforming assets to total loans
|
|
5.03
|
%
|
|
6.24
|
%
|
|
7.07
|
%
|
|
6.24
|
%
|
|
4.31
|
%
|
|||||
Percentage of nonperforming assets to total assets
|
|
3.37
|
%
|
|
3.86
|
%
|
|
4.59
|
%
|
|
4.11
|
%
|
|
2.74
|
%
|
•
|
Loss Emergence Period Factor: Annually during the fourth quarter, management calculates the loss emergence period for each commercial loan segment. This loss emergence period is calculated based upon the average period of time it takes a credit to move from pass-rated to nonaccrual. If the loss emergence period for any commercial loan segment is greater than one year, management applies additional general reserves to all performing loans within that segment of the commercial loan portfolio.
|
•
|
Loss Migration Factor: Park’s commercial loans are individually risk graded. If loan downgrades occur, the probability of default increases, and accordingly, management allocates a higher percentage reserve to those accruing commercial loans graded special mention and substandard. Annually, management calculates a loss migration factor for each commercial loan segment for special mention and substandard credits based on a review of losses over the past three-year period, considering how each individual credit was rated at the beginning of the three-year period.
|
•
|
Environmental Loss Factor: Management has identified certain macroeconomic factors that trend in accordance with losses in Park’s commercial loan portfolio. These macroeconomic factors are reviewed quarterly and the adjustments made to the environmental loss factor impacting each segment in the performing commercial loan portfolio correlate to changes in the macroeconomic environment.
|
Table 30 - Interest Rate Sensitivity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
0-3
|
|
3-12
|
|
1-3
|
|
3-5
|
|
Over 5
|
|
|
||||||||||||
(In thousands)
|
|
Months
|
|
Months
|
|
Years
|
|
Years
|
|
Years
|
|
Total
|
||||||||||||
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment securities (1)
|
|
$
|
668,163
|
|
|
$
|
284,553
|
|
|
$
|
210,553
|
|
|
$
|
209,014
|
|
|
$
|
209,468
|
|
|
$
|
1,581,751
|
|
Money market instruments
|
|
37,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,185
|
|
||||||
Loans (1)
|
|
1,149,759
|
|
|
1,174,745
|
|
|
1,274,918
|
|
|
439,775
|
|
|
411,125
|
|
|
4,450,322
|
|
||||||
Total interest earning assets
|
|
1,855,107
|
|
|
1,459,298
|
|
|
1,485,471
|
|
|
648,789
|
|
|
620,593
|
|
|
6,069,258
|
|
||||||
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing transaction accounts (2)
|
|
$
|
571,265
|
|
|
$
|
—
|
|
|
$
|
517,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,088,617
|
|
Savings accounts (2)
|
|
233,766
|
|
|
—
|
|
|
804,590
|
|
|
—
|
|
|
—
|
|
|
1,038,356
|
|
||||||
Time deposits
|
|
366,292
|
|
|
563,555
|
|
|
355,722
|
|
|
163,849
|
|
|
1,006
|
|
|
1,450,424
|
|
||||||
Other
|
|
—
|
|
|
1,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
||||||
Total deposits
|
|
1,171,323
|
|
|
564,900
|
|
|
1,677,664
|
|
|
163,849
|
|
|
1,006
|
|
|
3,578,742
|
|
||||||
Short-term borrowings
|
|
344,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344,168
|
|
||||||
Long-term debt
|
|
—
|
|
|
75,500
|
|
|
126,500
|
|
|
327,399
|
|
|
252,259
|
|
|
781,658
|
|
||||||
Subordinated debentures/notes
|
|
15,000
|
|
|
—
|
|
|
35,250
|
|
|
30,000
|
|
|
—
|
|
|
80,250
|
|
||||||
Total interest bearing liabilities
|
|
1,530,491
|
|
|
640,400
|
|
|
1,839,414
|
|
|
521,248
|
|
|
253,265
|
|
|
4,784,818
|
|
||||||
Interest rate sensitivity gap
|
|
324,616
|
|
|
818,898
|
|
|
(353,943
|
)
|
|
127,541
|
|
|
367,328
|
|
|
1,284,440
|
|
||||||
Cumulative rate sensitivity gap
|
|
324,616
|
|
|
1,143,514
|
|
|
789,571
|
|
|
917,112
|
|
|
1,284,440
|
|
|
|
|||||||
Cumulative gap as a
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
percentage of total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest earning assets
|
|
5.35
|
%
|
|
18.84
|
%
|
|
13.01
|
%
|
|
15.11
|
%
|
|
21.16
|
%
|
|
|
(1)
|
Investment securities and loans that are subject to prepayment are shown in the table by the earlier of their re-pricing date or their expected repayment date and not by their contractual maturity date. Nonaccrual loans of $185.3 million are included within the three to twelve month maturity category.
|
(2)
|
Management considers interest bearing transaction accounts and savings accounts to be core deposits and, therefore, not as rate sensitive as other deposit accounts and borrowed money. Accordingly, only 52% of interest bearing transaction accounts and 23% of savings accounts are considered to re-price within one year. If all of the interest bearing checking accounts and savings accounts were considered to re-price within one year, the one year cumulative gap would change from a positive 18.84% to a negative 2.94%.
|
Table 31 - Contractual Obligations
|
||||||||||||||||||||||
December 31, 2012
|
|
Payments Due In
|
||||||||||||||||||||
|
|
|
|
0-1
|
|
1-3
|
|
3-5
|
|
Over 5
|
|
|
||||||||||
(In thousands)
|
|
Note
|
|
Years
|
|
Years
|
|
Years
|
|
Years
|
|
Total
|
||||||||||
Deposits without stated maturity
|
|
8
|
|
$
|
3,265,459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,265,459
|
|
Certificates of deposit
|
|
8
|
|
927,505
|
|
|
358,051
|
|
|
163,862
|
|
|
1,006
|
|
|
1,450,424
|
|
|||||
Short-term borrowings
|
|
9
|
|
344,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344,168
|
|
|||||
Long-term debt
|
|
10
|
|
75,500
|
|
|
126,500
|
|
|
327,399
|
|
|
252,259
|
|
|
781,658
|
|
|||||
Subordinated debentures/notes
|
|
11
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,250
|
|
|
80,250
|
|
|||||
Operating leases
|
|
7
|
|
1,394
|
|
|
1,924
|
|
|
926
|
|
|
678
|
|
|
4,922
|
|
|||||
Purchase obligations
|
|
|
|
2,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,435
|
|
|||||
Total contractual obligations
|
|
|
|
$
|
4,616,461
|
|
|
$
|
486,475
|
|
|
$
|
492,187
|
|
|
$
|
334,193
|
|
|
$
|
5,929,316
|
|
Table 32 - Consolidated Five-Year Selected Financial Data
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, (Dollars in thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
285,735
|
|
|
$
|
331,880
|
|
|
$
|
345,517
|
|
|
$
|
367,690
|
|
|
$
|
391,339
|
|
Interest expense
|
|
50,420
|
|
|
58,646
|
|
|
71,473
|
|
|
94,199
|
|
|
135,466
|
|
|||||
Net interest income
|
|
235,315
|
|
|
273,234
|
|
|
274,044
|
|
|
273,491
|
|
|
255,873
|
|
|||||
Provision for loan losses
|
|
35,419
|
|
|
63,272
|
|
|
87,080
|
|
|
68,821
|
|
|
70,487
|
|
|||||
Net interest income after provision for loan losses
|
|
199,896
|
|
|
209,962
|
|
|
186,964
|
|
|
204,670
|
|
|
185,386
|
|
|||||
Gain on sale of the Vision business (1)
|
|
22,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net gains on sale of securities
|
|
—
|
|
|
28,829
|
|
|
11,864
|
|
|
7,340
|
|
|
1,115
|
|
|||||
Non-interest income
|
|
70,236
|
|
|
66,081
|
|
|
63,016
|
|
|
73,850
|
|
|
83,719
|
|
|||||
Non-interest expense
|
|
187,968
|
|
|
188,317
|
|
|
187,107
|
|
|
188,725
|
|
|
234,501
|
|
|||||
Net income
|
|
78,630
|
|
|
82,140
|
|
|
58,101
|
|
|
74,192
|
|
|
13,708
|
|
|||||
Net income available to common shareholders
|
|
75,205
|
|
|
76,284
|
|
|
52,294
|
|
|
68,430
|
|
|
13,566
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share - basic
|
|
$
|
4.88
|
|
|
$
|
4.95
|
|
|
$
|
3.45
|
|
|
$
|
4.82
|
|
|
$
|
0.97
|
|
Net income per common share - diluted
|
|
4.88
|
|
|
4.95
|
|
|
3.45
|
|
|
4.82
|
|
|
0.97
|
|
|||||
Cash dividends declared
|
|
3.76
|
|
|
3.76
|
|
|
3.76
|
|
|
3.76
|
|
|
3.77
|
|
|||||
Average Balances:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
|
|
$
|
4,410,661
|
|
|
$
|
4,713,511
|
|
|
$
|
4,642,478
|
|
|
$
|
4,594,436
|
|
|
$
|
4,354,520
|
|
Investment securities
|
|
1,613,131
|
|
|
1,848,880
|
|
|
1,746,356
|
|
|
1,877,303
|
|
|
1,801,299
|
|
|||||
Money market instruments and other
|
|
166,319
|
|
|
78,593
|
|
|
93,009
|
|
|
52,658
|
|
|
15,502
|
|
|||||
Total earning assets
|
|
6,190,111
|
|
|
6,640,984
|
|
|
6,481,843
|
|
|
6,524,397
|
|
|
6,171,321
|
|
|||||
Non-interest bearing deposits
|
|
1,048,796
|
|
|
999,085
|
|
|
907,514
|
|
|
818,243
|
|
|
739,993
|
|
|||||
Interest bearing deposits
|
|
3,786,601
|
|
|
4,193,404
|
|
|
4,274,501
|
|
|
4,232,391
|
|
|
3,862,780
|
|
|||||
Total deposits
|
|
4,835,397
|
|
|
5,192,489
|
|
|
5,182,015
|
|
|
5,050,634
|
|
|
4,602,773
|
|
|||||
Short-term borrowings
|
|
$
|
258,661
|
|
|
$
|
297,537
|
|
|
$
|
300,939
|
|
|
$
|
419,733
|
|
|
$
|
609,219
|
|
Long-term debt
|
|
907,704
|
|
|
881,921
|
|
|
725,356
|
|
|
780,435
|
|
|
835,522
|
|
|||||
Shareholders' equity
|
|
689,732
|
|
|
743,873
|
|
|
746,510
|
|
|
675,314
|
|
|
567,965
|
|
|||||
Common shareholders' equity
|
|
658,855
|
|
|
646,169
|
|
|
649,637
|
|
|
579,224
|
|
|
565,612
|
|
|||||
Total assets
|
|
6,766,806
|
|
|
7,206,171
|
|
|
7,042,705
|
|
|
7,035,531
|
|
|
6,708,086
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|||||
Return on average assets (x)
|
|
1.11
|
%
|
|
1.06
|
%
|
|
0.74
|
%
|
|
0.97
|
%
|
|
0.20
|
%
|
Return on average common equity (x)
|
|
11.41
|
%
|
|
11.81
|
%
|
|
8.05
|
%
|
|
11.81
|
%
|
|
2.40
|
%
|
Net interest margin (2)
|
|
3.83
|
%
|
|
4.14
|
%
|
|
4.26
|
%
|
|
4.22
|
%
|
|
4.16
|
%
|
Dividend payout ratio
|
|
73.68
|
%
|
|
70.50
|
%
|
|
98.24
|
%
|
|
78.27
|
%
|
|
387.79
|
%
|
Average shareholders' equity to
|
|
|
|
|
|
|
|
|
|
|
|||||
average total assets
|
|
10.19
|
%
|
|
10.32
|
%
|
|
10.60
|
%
|
|
9.60
|
%
|
|
8.47
|
%
|
Leverage capital
|
|
9.17
|
%
|
|
9.81
|
%
|
|
9.54
|
%
|
|
9.04
|
%
|
|
8.36
|
%
|
Tier 1 capital
|
|
13.12
|
%
|
|
14.15
|
%
|
|
13.24
|
%
|
|
12.45
|
%
|
|
11.69
|
%
|
Risk-based capital
|
|
15.77
|
%
|
|
16.65
|
%
|
|
15.71
|
%
|
|
14.89
|
%
|
|
13.47
|
%
|
(1) The Vision business was sold on February 16, 2012 for a gain on sale of $22.2 million.
|
|||||||||||||||
(2) Computed on a fully taxable equivalent basis.
|
|||||||||||||||
(x) Reported measure uses net income available to common shareholders.
|
Table 33 - Quarterly Financial Data
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
||||||||||||||
(Dollars in thousands, except share data)
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
74,838
|
|
|
$
|
71,486
|
|
|
$
|
70,618
|
|
|
$
|
68,793
|
|
Interest expense
|
|
13,110
|
|
|
12,806
|
|
|
12,602
|
|
|
11,902
|
|
||||
Net interest income
|
|
61,728
|
|
|
58,680
|
|
|
58,016
|
|
|
56,891
|
|
||||
Provision for loan losses
|
|
8,338
|
|
|
5,238
|
|
|
16,655
|
|
|
5,188
|
|
||||
Gain on sale of Vision business (1)
|
|
22,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income before income taxes
|
|
44,540
|
|
|
25,146
|
|
|
13,757
|
|
|
20,888
|
|
||||
Net income
|
|
31,475
|
|
|
18,886
|
|
|
11,982
|
|
|
16,287
|
|
||||
Net income available to common shareholders
|
|
29,998
|
|
|
16,938
|
|
|
11,982
|
|
|
16,287
|
|
||||
Per common share data:
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic (x)
|
|
1.95
|
|
|
1.10
|
|
|
0.78
|
|
|
1.06
|
|
||||
Net income per common share - diluted (x)
|
|
1.95
|
|
|
1.10
|
|
|
0.78
|
|
|
1.06
|
|
||||
Weighted-average common shares outstanding - basic
|
|
15,405,910
|
|
|
15,405,902
|
|
|
15,405,894
|
|
|
15,410,606
|
|
||||
Weighted-average common shares equivalent - diluted
|
|
15,417,745
|
|
|
15,405,902
|
|
|
15,405,894
|
|
|
15,410,606
|
|
||||
2011:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
84,662
|
|
|
$
|
84,922
|
|
|
$
|
82,065
|
|
|
$
|
80,231
|
|
Interest expense
|
|
15,349
|
|
|
14,900
|
|
|
14,445
|
|
|
13,952
|
|
||||
Net interest income
|
|
69,313
|
|
|
70,022
|
|
|
67,620
|
|
|
66,279
|
|
||||
Provision for loan losses
|
|
14,100
|
|
|
12,516
|
|
|
16,438
|
|
|
20,218
|
|
||||
Gain on sale of securities
|
|
6,635
|
|
|
15,362
|
|
|
3,465
|
|
|
3,367
|
|
||||
Income before income taxes
|
|
30,532
|
|
|
41,000
|
|
|
27,075
|
|
|
17,948
|
|
||||
Net income
|
|
22,196
|
|
|
28,954
|
|
|
20,381
|
|
|
10,609
|
|
||||
Net income available to common shareholders
|
|
20,732
|
|
|
27,490
|
|
|
18,917
|
|
|
9,145
|
|
||||
Per common share data:
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic (x)
|
|
1.35
|
|
|
1.79
|
|
|
1.23
|
|
|
0.59
|
|
||||
Net income per common share - diluted (x)
|
|
1.35
|
|
|
1.79
|
|
|
1.23
|
|
|
0.59
|
|
||||
Weighted-average common shares outstanding - basic
|
|
15,398,930
|
|
|
15,398,919
|
|
|
15,398,909
|
|
|
15,403,861
|
|
||||
Weighted-average common shares equivalent - diluted
|
|
15,403,420
|
|
|
15,399,593
|
|
|
15,398,909
|
|
|
15,403,861
|
|
(1)
|
Computed on a fully tax equivalent basis.
|
(x)
|
Reported measure uses net income available to common shareholders.
|
(a)
|
Net income for 2008 has been adjusted for the impairment charge to goodwill. Net income excluding impairment charge equals net income for the year plus the impairment charge to goodwill of $54,986 for 2008.
|
(b)
|
Net income for the year available to common shareholders.
|
Table 35 - Market and Dividend Information
|
|
|
|
|
|
|
|
|
||||||||
|
|
High
|
|
Low
|
|
Last Price
|
|
Cash Dividend Declared Per Share
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
72.75
|
|
|
$
|
65.06
|
|
|
$
|
69.17
|
|
|
$
|
0.94
|
|
Second Quarter
|
|
69.93
|
|
|
61.94
|
|
|
69.75
|
|
|
0.94
|
|
||||
Third Quarter
|
|
72.18
|
|
|
65.30
|
|
|
70.02
|
|
|
0.94
|
|
||||
Fourth Quarter
|
|
71.25
|
|
|
61.44
|
|
|
64.63
|
|
|
0.94
|
|
||||
2011:
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
73.64
|
|
|
$
|
62.99
|
|
|
$
|
66.82
|
|
|
$
|
0.94
|
|
Second Quarter
|
|
69.59
|
|
|
62.14
|
|
|
65.86
|
|
|
0.94
|
|
||||
Third Quarter
|
|
66.21
|
|
|
49.00
|
|
|
52.88
|
|
|
0.94
|
|
||||
Fourth Quarter
|
|
65.70
|
|
|
49.80
|
|
|
65.06
|
|
|
0.94
|
|
a)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation and its consolidated subsidiaries;
|
b)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Corporation and its consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Corporation; and
|
c)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Corporation and its consolidated subsidiaries that could have a material effect on the financial statements.
|
/s/ C. Daniel DeLawder
|
/s/ David L. Trautman
|
/s/ Brady T. Burt
|
C. Daniel DeLawder
|
David L. Trautman
|
Brady T. Burt
|
Chairman and Chief Executive Officer
|
President
|
Chief Financial Officer
|
|
|
|
February 26, 2013
|
|
|
(In thousands, except share and per share data)
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
164,120
|
|
|
$
|
137,770
|
|
Money market instruments
|
|
37,185
|
|
|
19,716
|
|
||
Cash and cash equivalents
|
|
201,305
|
|
|
157,486
|
|
||
|
|
|
|
|
||||
Investment securities:
|
|
|
|
|
||||
Securities available-for-sale, at fair value (amortized cost of $1,099,658 and $801,147 at December 31, 2012 and 2011, respectively)
|
|
1,114,454
|
|
|
820,645
|
|
||
Securities held-to-maturity, at amortized cost (fair value of $410,705 and $834,574 at December 31, 2012 and 2011, respectively)
|
|
401,390
|
|
|
820,224
|
|
||
Other investment securities
|
|
65,907
|
|
|
67,604
|
|
||
Total investment securities
|
|
1,581,751
|
|
|
1,708,473
|
|
||
|
|
|
|
|
||||
Total loans
|
|
4,450,322
|
|
|
4,317,099
|
|
||
Allowance for loan losses
|
|
(55,537
|
)
|
|
(68,444
|
)
|
||
Net loans
|
|
4,394,785
|
|
|
4,248,655
|
|
||
|
|
|
|
|
||||
Other assets:
|
|
|
|
|
||||
Bank owned life insurance
|
|
161,069
|
|
|
154,567
|
|
||
Goodwill
|
|
72,334
|
|
|
72,334
|
|
||
Other intangibles
|
|
337
|
|
|
2,509
|
|
||
Premises and equipment, net
|
|
53,751
|
|
|
53,741
|
|
||
Accrued interest receivable
|
|
19,710
|
|
|
19,697
|
|
||
Other real estate owned
|
|
35,718
|
|
|
42,272
|
|
||
Mortgage loan servicing rights
|
|
7,763
|
|
|
9,301
|
|
||
Other
|
|
114,280
|
|
|
120,748
|
|
||
Assets held for sale
|
|
—
|
|
|
382,462
|
|
||
Total other assets
|
|
464,962
|
|
|
857,631
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
6,642,803
|
|
|
$
|
6,972,245
|
|
(In thousands, except share and per share data)
|
|
2012
|
|
2011
|
||
|
|
|
|
|
||
Liabilities and shareholders’ equity
|
|
|
|
|
||
|
|
|
|
|
||
Deposits:
|
|
|
|
|
||
Non-interest bearing
|
|
1,137,290
|
|
|
995,733
|
|
Interest bearing
|
|
3,578,742
|
|
|
3,469,381
|
|
Total deposits
|
|
4,716,032
|
|
|
4,465,114
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
344,168
|
|
|
263,594
|
|
Long-term debt
|
|
781,658
|
|
|
823,182
|
|
Subordinated debentures/notes
|
|
80,250
|
|
|
75,250
|
|
Total borrowings
|
|
1,206,076
|
|
|
1,162,026
|
|
|
|
|
|
|
||
Other liabilities:
|
|
|
|
|
||
Accrued interest payable
|
|
3,459
|
|
|
4,916
|
|
Other
|
|
66,870
|
|
|
61,639
|
|
Liabilities held for sale
|
|
—
|
|
|
536,186
|
|
Total other liabilities
|
|
70,329
|
|
|
602,741
|
|
Total liabilities
|
|
5,992,437
|
|
|
6,229,881
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
||
|
|
|
|
|
||
Preferred shares (200,000 shares authorized; No shares issued at December 31, 2012 and 100,000 shares issued at December 31, 2011 with $1,000 per share liquidation preference)
|
|
—
|
|
|
98,146
|
|
Common shares, no par value (20,000,000 shares authorized; 16,150,987 and 16,151,021 shares issued at December 31, 2012 and 2011, respectively)
|
|
302,654
|
|
|
301,202
|
|
Common share warrants
|
|
—
|
|
|
4,297
|
|
Accumulated other comprehensive income (loss), net
|
|
(17,518
|
)
|
|
(8,831
|
)
|
Retained earnings
|
|
441,605
|
|
|
424,557
|
|
Less: Treasury shares (738,989 and 745,109 shares at December 31, 2012 and 2011, respectively)
|
|
(76,375
|
)
|
|
(77,007
|
)
|
Total shareholders’ equity
|
|
650,366
|
|
|
742,364
|
|
Total liabilities and shareholders’ equity
|
|
6,642,803
|
|
|
6,972,245
|
|
(In thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Interest and dividend income:
|
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$
|
234,638
|
|
|
$
|
262,458
|
|
|
$
|
267,692
|
|
Interest and dividends on:
|
|
|
|
|
|
|
||||||
Obligations of U.S. Government, its agencies and other securities
|
|
50,549
|
|
|
68,873
|
|
|
76,839
|
|
|||
Obligations of states and political subdivisions
|
|
140
|
|
|
371
|
|
|
786
|
|
|||
Other interest income
|
|
408
|
|
|
178
|
|
|
200
|
|
|||
Total interest and dividend income
|
|
285,735
|
|
|
331,880
|
|
|
345,517
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
||||||
Interest on deposits:
|
|
|
|
|
|
|
||||||
Demand and savings deposits
|
|
2,483
|
|
|
3,812
|
|
|
5,753
|
|
|||
Time deposits
|
|
15,921
|
|
|
23,842
|
|
|
36,212
|
|
|||
Interest on short-term borrowings
|
|
678
|
|
|
823
|
|
|
1,181
|
|
|||
Interest on long-term debt
|
|
31,338
|
|
|
30,169
|
|
|
28,327
|
|
|||
Total interest expense
|
|
50,420
|
|
|
58,646
|
|
|
71,473
|
|
|||
Net interest income
|
|
235,315
|
|
|
273,234
|
|
|
274,044
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for loan losses
|
|
35,419
|
|
|
63,272
|
|
|
87,080
|
|
|||
Net interest income after provision for loan losses
|
|
199,896
|
|
|
209,962
|
|
|
186,964
|
|
|||
|
|
|
|
|
|
|
||||||
Other income:
|
|
|
|
|
|
|
||||||
Income from fiduciary activities
|
|
15,947
|
|
|
14,965
|
|
|
13,874
|
|
|||
Service charges on deposit accounts
|
|
16,704
|
|
|
18,307
|
|
|
19,717
|
|
|||
Net gains on sales of securities
|
|
—
|
|
|
28,829
|
|
|
11,864
|
|
|||
Other service income
|
|
13,631
|
|
|
10,606
|
|
|
13,816
|
|
|||
Checkcard fee income
|
|
12,541
|
|
|
12,496
|
|
|
11,177
|
|
|||
Bank owned life insurance income
|
|
4,754
|
|
|
5,089
|
|
|
4,978
|
|
|||
ATM fees
|
|
2,359
|
|
|
2,703
|
|
|
2,951
|
|
|||
Net gain on sale of OREO
|
|
4,414
|
|
|
1,312
|
|
|
1,466
|
|
|||
OREO devaluations
|
|
(6,872
|
)
|
|
(8,219
|
)
|
|
(13,206
|
)
|
|||
Gain on sale of Vision business
|
|
22,167
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
6,758
|
|
|
8,822
|
|
|
8,243
|
|
|||
Total other income
|
|
$
|
92,403
|
|
|
$
|
94,910
|
|
|
$
|
74,880
|
|
(In thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Other expense:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
$
|
95,977
|
|
|
$
|
102,068
|
|
|
$
|
98,315
|
|
Data processing fees
|
|
3,916
|
|
|
4,965
|
|
|
5,728
|
|
|||
Professional fees and services
|
|
24,267
|
|
|
21,119
|
|
|
19,972
|
|
|||
Net occupancy expense of bank premises
|
|
9,444
|
|
|
11,295
|
|
|
11,510
|
|
|||
Amortization of intangibles
|
|
2,172
|
|
|
3,534
|
|
|
3,422
|
|
|||
Furniture and equipment expense
|
|
10,788
|
|
|
10,773
|
|
|
10,435
|
|
|||
Insurance
|
|
5,780
|
|
|
6,821
|
|
|
8,983
|
|
|||
Marketing
|
|
3,474
|
|
|
2,967
|
|
|
3,656
|
|
|||
Postage and telephone
|
|
5,983
|
|
|
6,060
|
|
|
6,648
|
|
|||
State taxes
|
|
3,786
|
|
|
1,544
|
|
|
3,171
|
|
|||
Loan put provision
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|||
OREO expense
|
|
4,011
|
|
|
3,266
|
|
|
3,358
|
|
|||
Other
|
|
15,071
|
|
|
13,905
|
|
|
11,909
|
|
|||
Total other expense
|
|
187,968
|
|
|
188,317
|
|
|
187,107
|
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
104,331
|
|
|
116,555
|
|
|
74,737
|
|
|||
|
|
|
|
|
|
|
||||||
State income taxes (benefit)
|
|
—
|
|
|
6,088
|
|
|
(1,161
|
)
|
|||
Federal income taxes
|
|
25,701
|
|
|
28,327
|
|
|
17,797
|
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
78,630
|
|
|
$
|
82,140
|
|
|
$
|
58,101
|
|
|
|
|
|
|
|
|
||||||
Preferred share dividends and accretion
|
|
3,425
|
|
|
5,856
|
|
|
5,807
|
|
|||
|
|
|
|
|
|
|
||||||
Income available to common shareholders
|
|
$
|
75,205
|
|
|
$
|
76,284
|
|
|
$
|
52,294
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.88
|
|
|
$
|
4.95
|
|
|
$
|
3.45
|
|
Diluted
|
|
$
|
4.88
|
|
|
$
|
4.95
|
|
|
$
|
3.45
|
|
|
|
||||||||||
(In thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
78,630
|
|
|
$
|
82,140
|
|
|
$
|
58,101
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in funded status of pension plan, net of income taxes of $(3,328), $(2,707) and $(1,307) for years ended December 31, 2012, 2011, and 2010, respectively
|
(6,180
|
)
|
|
(5,027
|
)
|
|
(2,427
|
)
|
|||
Unrealized net holding gain (loss) on cash flow hedge, net of income taxes of $296, $276 and $(53) for years ended December 31, 2012, 2011 and 2010, respectively
|
550
|
|
|
512
|
|
|
(98
|
)
|
|||
Unrealized net holding gain (loss) on securities available-for-sale, net of income taxes of $(1,645), $(1,318) and $(8,078) for years ended December 31, 2012, 2011 and 2010, respectively
|
(3,057
|
)
|
|
(2,448
|
)
|
|
(15,004
|
)
|
|||
Other comprehensive income (loss)
|
$
|
(8,687
|
)
|
|
$
|
(6,963
|
)
|
|
$
|
(17,529
|
)
|
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
69,943
|
|
|
$
|
75,177
|
|
|
$
|
40,572
|
|
|
|
Preferred Shares
|
|
Common Shares
|
|
Retained Earnings
|
|
Treasury Shares
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||||||
(In thousands, except share and per share data)
|
|
Shares Outstanding
|
|
Amount
|
|
Shares Outstanding
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2010
|
|
100,000
|
|
|
$
|
96,483
|
|
|
14,882,780
|
|
|
$
|
306,569
|
|
|
$
|
423,872
|
|
|
$
|
(125,321
|
)
|
|
$
|
15,661
|
|
|
$
|
717,264
|
|
Net income
|
|
|
|
|
|
|
|
|
|
58,101
|
|
|
|
|
|
|
|
58,101
|
|
|||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in funded status of pension plan, net of income taxes of $(1,307)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,427
|
)
|
|
(2,427
|
)
|
||||||||||||
Unrealized net holding loss on cash flow hedge, net of income taxes of $(53)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98
|
)
|
|
(98
|
)
|
||||||||||||
Unrealized net holding loss on securities available-for-sale, net of income taxes of $(8,078)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,004
|
)
|
|
(15,004
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash dividends, $3.76 per share
|
|
|
|
|
|
|
|
|
|
(57,076
|
)
|
|
|
|
|
|
(57,076
|
)
|
||||||||||||
Cash payment for fractional shares in dividend reinvestment plan
|
|
|
|
|
|
(50
|
)
|
|
(4
|
)
|
|
|
|
|
|
|
|
(4
|
)
|
|||||||||||
Reissuance of common shares from treasury shares held
|
|
|
|
|
|
509,184
|
|
|
(898
|
)
|
|
(12,729
|
)
|
|
46,954
|
|
|
|
|
33,327
|
|
|||||||||
Accretion of discount on preferred shares
|
|
|
|
807
|
|
|
|
|
|
|
(807
|
)
|
|
|
|
|
|
—
|
|
|||||||||||
Common share warrants issued
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
|
176
|
|
||||||||||||
Common share warrants expired
|
|
|
|
|
|
|
|
(166
|
)
|
|
166
|
|
|
|
|
|
|
—
|
|
|||||||||||
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
(5,000
|
)
|
||||||||||||
Treasury shares reissued for director grants
|
|
|
|
|
|
7,020
|
|
|
|
|
(185
|
)
|
|
634
|
|
|
|
|
449
|
|
||||||||||
Balance, December 31, 2010
|
|
100,000
|
|
|
$
|
97,290
|
|
|
15,398,934
|
|
|
$
|
305,677
|
|
|
$
|
406,342
|
|
|
$
|
(77,733
|
)
|
|
$
|
(1,868
|
)
|
|
$
|
729,708
|
|
Net income
|
|
|
|
|
|
|
|
|
|
82,140
|
|
|
|
|
|
|
82,140
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in funded status of pension plan, net of income taxes of $(2,707)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,027
|
)
|
|
(5,027
|
)
|
||||||||||||
Unrealized net holding gain on cash flow hedge, net of income taxes of $276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
512
|
|
|
512
|
|
||||||||||||
Unrealized net holding loss on securities available-for-sale, net of income taxes of $(1,318)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,448
|
)
|
|
(2,448
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash dividends, $3.76 per share
|
|
|
|
|
|
|
|
|
|
(57,907
|
)
|
|
|
|
|
|
(57,907
|
)
|
||||||||||||
Cash payment for fractional shares in dividend reinvestment plan
|
|
|
|
|
|
(42
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||
Accretion of discount on preferred shares
|
|
|
|
856
|
|
|
|
|
|
|
(856
|
)
|
|
|
|
|
|
—
|
|
|||||||||||
Common share warrants expired
|
|
|
|
|
|
|
|
(176
|
)
|
|
176
|
|
|
|
|
|
|
—
|
|
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
(5,000
|
)
|
||||||||||||
Treasury shares reissued for director grants
|
|
|
|
|
|
7,020
|
|
|
|
|
(338
|
)
|
|
726
|
|
|
|
|
388
|
|
||||||||||
Balance, December 31, 2011
|
|
100,000
|
|
|
$
|
98,146
|
|
|
15,405,912
|
|
|
$
|
305,499
|
|
|
$
|
424,557
|
|
|
$
|
(77,007
|
)
|
|
$
|
(8,831
|
)
|
|
$
|
742,364
|
|
Net income
|
|
|
|
|
|
|
|
|
|
78,630
|
|
|
|
|
|
|
78,630
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in funded status of pension plan, net of income taxes of $(3,328)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,180
|
)
|
|
(6,180
|
)
|
||||||||||||
Unrealized net holding gain on cash flow hedge, net of income taxes of $296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550
|
|
|
550
|
|
||||||||||||
Unrealized net holding loss on securities available-for-sale, net of income taxes of $(1,645)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,057
|
)
|
|
(3,057
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash dividends, $3.76 per share
|
|
|
|
|
|
|
|
|
|
(57,932
|
)
|
|
|
|
|
|
(57,932
|
)
|
||||||||||||
Cash payment for fractional shares in dividend reinvestment plan
|
|
|
|
|
|
(34
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||
Common share warrants redeemed
|
|
|
|
|
|
|
|
(2,843
|
)
|
|
|
|
|
|
|
|
(2,843
|
)
|
||||||||||||
Preferred shares redeemed
|
|
(100,000
|
)
|
|
(100,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(100,000
|
)
|
|||||||||||
Accretion of discount on preferred shares
|
|
|
|
1,854
|
|
|
|
|
|
|
(1,854
|
)
|
|
|
|
|
|
—
|
|
|||||||||||
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
(1,571
|
)
|
|
|
|
|
|
(1,571
|
)
|
||||||||||||
Treasury shares reissued for director grants
|
|
|
|
|
|
6,120
|
|
|
|
|
(225
|
)
|
|
632
|
|
|
|
|
407
|
|
||||||||||
Balance, December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
15,411,998
|
|
|
$
|
302,654
|
|
|
$
|
441,605
|
|
|
$
|
(76,375
|
)
|
|
$
|
(17,518
|
)
|
|
$
|
650,366
|
|
Net increase (decrease) in deposits
|
|
250,918
|
|
|
(97,708
|
)
|
|
(92,632
|
)
|
|||
Net increase (decrease) in short-term borrowings
|
|
80,574
|
|
|
(400,075
|
)
|
|
339,450
|
|
|||
Issuance of treasury shares, net
|
|
—
|
|
|
—
|
|
|
33,541
|
|
|||
Proceeds from issuance of subordinated notes
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
300,000
|
|
|
203,000
|
|
|
—
|
|
|||
Repayment of sub-debt
|
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(340,129
|
)
|
|
(16,551
|
)
|
|
(17,648
|
)
|
|||
Cash payment for repurchase of common share warrant from U.S. Treasury
|
|
(2,843
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of preferred shares from U.S. Treasury
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends paid
|
|
(60,154
|
)
|
|
(62,907
|
)
|
|
(62,076
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
133,366
|
|
|
(374,241
|
)
|
|
200,635
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
43,819
|
|
|
23,706
|
|
|
(25,311
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
|
157,486
|
|
|
133,780
|
|
|
159,091
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
201,305
|
|
|
$
|
157,486
|
|
|
$
|
133,780
|
|
Buildings
|
5 to 50 Years
|
Equipment, furniture and fixtures
|
3 to 20 Years
|
Leasehold improvements
|
1 to 10 Years
|
(In thousands)
|
|
Goodwill
|
|
Core Deposit Intangibles
|
|
Total
|
||||||
December 31, 2009
|
|
$
|
72,334
|
|
|
$
|
9,465
|
|
|
$
|
81,799
|
|
Amortization
|
|
—
|
|
|
(3,422
|
)
|
|
(3,422
|
)
|
|||
December 31, 2010
|
|
$
|
72,334
|
|
|
$
|
6,043
|
|
|
$
|
78,377
|
|
Amortization
|
|
—
|
|
|
(3,534
|
)
|
|
(3,534
|
)
|
|||
December 31, 2011
|
|
$
|
72,334
|
|
|
$
|
2,509
|
|
|
$
|
74,843
|
|
Amortization
|
|
—
|
|
|
(2,172
|
)
|
|
(2,172
|
)
|
|||
December 31, 2012
|
|
$
|
72,334
|
|
|
$
|
337
|
|
|
$
|
72,671
|
|
December 31,
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest paid on deposits and other borrowings
|
|
$
|
51,877
|
|
|
$
|
59,552
|
|
|
$
|
74,680
|
|
Income taxes paid
|
|
7,000
|
|
|
17,700
|
|
|
24,600
|
|
December 31,
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Transfers to OREO
|
|
$
|
23,634
|
|
|
$
|
36,209
|
|
|
$
|
35,507
|
|
(In thousands)
|
|
February 16,
2012 |
||
Assets sold
|
|
|
|
|
Cash and due from banks
|
|
$
|
20,711
|
|
Loans
|
|
355,750
|
|
|
Allowance for loan losses
|
|
(13,100
|
)
|
|
Net loans
|
|
342,650
|
|
|
Fixed assets
|
|
12,496
|
|
|
Other assets
|
|
4,612
|
|
|
Total assets sold
|
|
$
|
380,469
|
|
Liabilities sold
|
|
|
|
|
Deposits
|
|
$
|
522,856
|
|
Other liabilities
|
|
2,049
|
|
|
Total liabilities sold
|
|
$
|
524,905
|
|
(In thousands)
|
|
||
Premium paid
|
$
|
27,913
|
|
One-time gains
|
298
|
|
|
Loss on sale of fixed assets
|
(2,434
|
)
|
|
Employment and severance agreements
|
(1,610
|
)
|
|
Other one-time charges, including estimates
|
(2,000
|
)
|
|
Pre-tax gain
|
$
|
22,167
|
|
(In thousands)
|
December 31,
2012 |
|
March 31, 2012 (unaudited)
|
||||
Assets
|
|
|
|
|
|||
Cash
|
$
|
7,444
|
|
|
$
|
16,049
|
|
Performing loans
|
3,886
|
|
|
16,123
|
|
||
Nonperforming loans
|
55,292
|
|
|
82,326
|
|
||
OREO
|
21,003
|
|
|
28,578
|
|
||
Other assets
|
16,803
|
|
|
18,417
|
|
||
Total assets
|
$
|
104,428
|
|
|
$
|
161,493
|
|
Liabilities and equity
|
|
|
|
|
|||
Intercompany borrowings
|
$
|
93,000
|
|
|
$
|
140,000
|
|
Other liabilities
|
838
|
|
|
4,623
|
|
||
Equity
|
10,590
|
|
|
16,870
|
|
||
Total liabilities and equity
|
$
|
104,428
|
|
|
$
|
161,493
|
|
(In thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Holding Gains
|
|
Gross Unrealized Holding Losses
|
|
Estimated Fair Value
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of U.S. Treasury and other U.S. Government sponsored entities
|
|
$
|
695,655
|
|
|
$
|
1,352
|
|
|
$
|
1,280
|
|
|
$
|
695,727
|
|
Obligations of states and political subdivisions
|
|
984
|
|
|
19
|
|
|
—
|
|
|
1,003
|
|
||||
U.S. Government sponsored entities’ asset-backed securities
|
|
401,882
|
|
|
14,067
|
|
|
447
|
|
|
415,502
|
|
||||
Other equity securities
|
|
1,137
|
|
|
1,085
|
|
|
—
|
|
|
2,222
|
|
||||
Total
|
|
$
|
1,099,658
|
|
|
$
|
16,523
|
|
|
$
|
1,727
|
|
|
$
|
1,114,454
|
|
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of states and political subdivisions
|
|
$
|
570
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
572
|
|
U.S. Government sponsored entities’ asset-backed securities
|
|
400,820
|
|
|
9,351
|
|
|
38
|
|
|
410,133
|
|
||||
Total
|
|
$
|
401,390
|
|
|
$
|
9,353
|
|
|
$
|
38
|
|
|
$
|
410,705
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of U.S. Treasury and other U.S. Government sponsored entities
|
|
$
|
177,470
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177,470
|
|
|
$
|
1,280
|
|
U.S. Government sponsored entities' asset-backed securities
|
|
123,631
|
|
|
447
|
|
|
—
|
|
|
—
|
|
|
123,631
|
|
|
447
|
|
||||||
Total
|
|
$
|
301,101
|
|
|
$
|
1,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301,101
|
|
|
$
|
1,727
|
|
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government sponsored entities’ asset-backed securities
|
|
$
|
10,120
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,120
|
|
|
$
|
38
|
|
(In thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Holding Gains
|
|
Gross Unrealized Holding Losses
|
|
Estimated Fair Value
|
||||||||
2011:
|
|
|
|
|
|
|
|
|
||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Treasury and other U.S. Government sponsored entities
|
|
$
|
370,043
|
|
|
$
|
1,614
|
|
|
$
|
—
|
|
|
$
|
371,657
|
|
Obligations of states and political subdivisions
|
|
2,616
|
|
|
44
|
|
|
—
|
|
|
2,660
|
|
||||
U.S. Government sponsored entities’ asset-backed securities
|
|
427,300
|
|
|
16,995
|
|
|
—
|
|
|
444,295
|
|
||||
Other equity securities
|
|
1,188
|
|
|
877
|
|
|
32
|
|
|
2,033
|
|
||||
Total
|
|
$
|
801,147
|
|
|
$
|
19,530
|
|
|
$
|
32
|
|
|
$
|
820,645
|
|
2011:
|
|
|
|
|
|
|
|
|
||||||||
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
||||||||
Obligations of states and political subdivisions
|
|
$
|
1,992
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,997
|
|
U.S. Government sponsored entities’ asset-backed securities
|
|
818,232
|
|
|
14,377
|
|
|
32
|
|
|
832,577
|
|
||||
Total
|
|
$
|
820,224
|
|
|
$
|
14,382
|
|
|
$
|
32
|
|
|
$
|
834,574
|
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other equity securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
32
|
|
|
$
|
80
|
|
|
$
|
32
|
|
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government sponsored entities’ asset-backed securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,775
|
|
|
$
|
32
|
|
|
$
|
38,775
|
|
|
$
|
32
|
|
(In thousands)
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Securities Available-for-Sale
|
|
|
|
|
||||
U.S. Treasury and other U.S. Government sponsored entities’ notes:
|
|
|
|
|
||||
Due within one year
|
|
$
|
516,905
|
|
|
$
|
518,257
|
|
Due one through five years
|
|
123,750
|
|
|
122,912
|
|
||
Due five through ten years
|
|
55,000
|
|
|
54,558
|
|
||
Total
|
|
$
|
695,655
|
|
|
$
|
695,727
|
|
Obligations of states and political subdivisions:
|
|
|
|
|
||||
Due within one year
|
|
$
|
984
|
|
|
$
|
1,003
|
|
Total
|
|
$
|
984
|
|
|
$
|
1,003
|
|
U.S. Government sponsored entities’ asset-backed securities:
|
|
|
|
|
||||
Total
|
|
$
|
401,882
|
|
|
$
|
415,502
|
|
Securities Held-to-Maturity
|
|
|
|
|
||||
Obligations of states and political subdivisions:
|
|
|
|
|
||||
Due within one year
|
|
$
|
570
|
|
|
$
|
572
|
|
Total
|
|
$
|
570
|
|
|
$
|
572
|
|
U.S. Government sponsored entities’ asset-backed securities:
|
|
|
|
|
||||
Total
|
|
$
|
400,820
|
|
|
$
|
410,133
|
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
||||||||||||||||||||
(In thousands)
|
|
Loan Balance
|
|
Accrued Interest Receivable
|
|
Recorded Investment
|
|
|
Loan Balance
|
|
Accrued Interest Receivable
|
|
Recorded Investment
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial, financial and agricultural *
|
|
$
|
823,927
|
|
|
$
|
2,976
|
|
|
$
|
826,903
|
|
|
|
$
|
743,797
|
|
|
$
|
3,121
|
|
|
$
|
746,918
|
|
Commercial real estate *
|
|
1,092,164
|
|
|
3,839
|
|
|
1,096,003
|
|
|
|
1,108,574
|
|
|
4,235
|
|
|
1,112,809
|
|
||||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SEPH/Vision commercial land and development *
|
|
15,105
|
|
|
37
|
|
|
15,142
|
|
|
|
31,603
|
|
|
31
|
|
|
31,634
|
|
||||||
Remaining commercial
|
|
115,473
|
|
|
331
|
|
|
115,804
|
|
|
|
156,053
|
|
|
394
|
|
|
156,447
|
|
||||||
Mortgage
|
|
26,373
|
|
|
81
|
|
|
26,454
|
|
|
|
20,039
|
|
|
64
|
|
|
20,103
|
|
||||||
Installment
|
|
8,577
|
|
|
33
|
|
|
8,610
|
|
|
|
9,851
|
|
|
61
|
|
|
9,912
|
|
||||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
392,203
|
|
|
959
|
|
|
393,162
|
|
|
|
395,824
|
|
|
1,105
|
|
|
396,929
|
|
||||||
Mortgage
|
|
1,064,787
|
|
|
1,399
|
|
|
1,066,186
|
|
|
|
953,758
|
|
|
1,522
|
|
|
955,280
|
|
||||||
HELOC
|
|
212,905
|
|
|
892
|
|
|
213,797
|
|
|
|
227,682
|
|
|
942
|
|
|
228,624
|
|
||||||
Installment
|
|
43,750
|
|
|
176
|
|
|
43,926
|
|
|
|
51,354
|
|
|
236
|
|
|
51,590
|
|
||||||
Consumer
|
|
651,930
|
|
|
2,835
|
|
|
654,765
|
|
|
|
616,505
|
|
|
2,930
|
|
|
619,435
|
|
||||||
Leases
|
|
3,128
|
|
|
29
|
|
|
3,157
|
|
|
|
2,059
|
|
|
43
|
|
|
2,102
|
|
||||||
Total loans
|
|
$
|
4,450,322
|
|
|
$
|
13,587
|
|
|
$
|
4,463,909
|
|
|
|
$
|
4,317,099
|
|
|
$
|
14,684
|
|
|
$
|
4,331,783
|
|
|
|
December 31, 2012
|
||||||||||||||
(In thousands)
|
|
Nonaccrual Loans
|
|
Accruing Restructured Loans
|
|
Loans Past Due 90 Days or More and Accruing
|
|
Total Nonperforming Loans
|
||||||||
Commercial, financial and agricultural
|
|
$
|
17,324
|
|
|
$
|
5,277
|
|
|
$
|
37
|
|
|
$
|
22,638
|
|
Commercial real estate
|
|
40,983
|
|
|
3,295
|
|
|
1,007
|
|
|
45,285
|
|
||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SEPH commercial land and development
|
|
13,939
|
|
|
—
|
|
|
—
|
|
|
13,939
|
|
||||
Remaining commercial
|
|
14,977
|
|
|
6,597
|
|
|
—
|
|
|
21,574
|
|
||||
Mortgage
|
|
158
|
|
|
100
|
|
|
—
|
|
|
258
|
|
||||
Installment
|
|
149
|
|
|
175
|
|
|
—
|
|
|
324
|
|
||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial
|
|
33,961
|
|
|
1,661
|
|
|
94
|
|
|
35,716
|
|
||||
Mortgage
|
|
28,260
|
|
|
9,425
|
|
|
950
|
|
|
38,635
|
|
||||
HELOC
|
|
1,689
|
|
|
736
|
|
|
—
|
|
|
2,425
|
|
||||
Installment
|
|
1,670
|
|
|
780
|
|
|
54
|
|
|
2,504
|
|
||||
Consumer
|
|
2,426
|
|
|
1,900
|
|
|
888
|
|
|
5,214
|
|
||||
Total loans
|
|
$
|
155,536
|
|
|
$
|
29,946
|
|
|
$
|
3,030
|
|
|
$
|
188,512
|
|
|
|
December 31, 2011
|
||||||||||||||
(In thousands)
|
|
Nonaccrual Loans
|
|
Accruing Restructured Loans
|
|
Loans Past Due 90 Days or More and Accruing
|
|
Total Nonperforming Loans
|
||||||||
Commercial, financial and agricultural
|
|
$
|
37,797
|
|
|
$
|
2,848
|
|
|
$
|
—
|
|
|
$
|
40,645
|
|
Commercial real estate
|
|
43,704
|
|
|
8,274
|
|
|
—
|
|
|
51,978
|
|
||||
Construction real estate:
|
|
|
|
|
|
|
|
|
||||||||
Vision commercial land and development
|
|
25,761
|
|
|
—
|
|
|
—
|
|
|
25,761
|
|
||||
Remaining commercial
|
|
14,021
|
|
|
11,891
|
|
|
—
|
|
|
25,912
|
|
||||
Mortgage
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
Installment
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
Residential real estate:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
43,461
|
|
|
815
|
|
|
—
|
|
|
44,276
|
|
||||
Mortgage
|
|
25,201
|
|
|
4,757
|
|
|
2,610
|
|
|
32,568
|
|
||||
HELOC
|
|
1,412
|
|
|
—
|
|
|
—
|
|
|
1,412
|
|
||||
Installment
|
|
1,777
|
|
|
98
|
|
|
58
|
|
|
1,933
|
|
||||
Consumer
|
|
1,876
|
|
|
—
|
|
|
893
|
|
|
2,769
|
|
||||
Total loans
|
|
$
|
195,106
|
|
|
$
|
28,683
|
|
|
$
|
3,561
|
|
|
$
|
227,350
|
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
||||||||||||||||||||
(In thousands)
|
|
Nonaccrual and accruing restructured loans
|
|
Loans individually evaluated for impairment
|
|
Loans collectively evaluated for impairment
|
|
|
Nonaccrual and accruing restructured loans
|
|
Loans individually evaluated for impairment
|
|
Loans collectively evaluated for impairment
|
||||||||||||
Commercial, financial and agricultural
|
|
$
|
22,601
|
|
|
$
|
22,587
|
|
|
$
|
14
|
|
|
|
$
|
40,645
|
|
|
$
|
40,621
|
|
|
$
|
24
|
|
Commercial real estate
|
|
44,278
|
|
|
44,278
|
|
|
—
|
|
|
|
51,978
|
|
|
51,978
|
|
|
—
|
|
||||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SEPH/Vision commercial land and development
|
|
13,939
|
|
|
13,260
|
|
|
679
|
|
|
|
25,761
|
|
|
24,328
|
|
|
1,433
|
|
||||||
Remaining commercial
|
|
21,574
|
|
|
21,574
|
|
|
—
|
|
|
|
25,912
|
|
|
25,912
|
|
|
—
|
|
||||||
Mortgage
|
|
258
|
|
|
—
|
|
|
258
|
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||||
Installment
|
|
324
|
|
|
—
|
|
|
324
|
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
35,622
|
|
|
35,622
|
|
|
—
|
|
|
|
44,276
|
|
|
44,276
|
|
|
—
|
|
||||||
Mortgage
|
|
37,685
|
|
|
—
|
|
|
37,685
|
|
|
|
29,958
|
|
|
—
|
|
|
29,958
|
|
||||||
HELOC
|
|
2,425
|
|
|
—
|
|
|
2,425
|
|
|
|
1,412
|
|
|
—
|
|
|
1,412
|
|
||||||
Installment
|
|
2,450
|
|
|
—
|
|
|
2,450
|
|
|
|
1,875
|
|
|
—
|
|
|
1,875
|
|
||||||
Consumer
|
|
4,326
|
|
|
18
|
|
|
4,308
|
|
|
|
1,876
|
|
|
20
|
|
|
1,856
|
|
||||||
Total loans
|
|
$
|
185,482
|
|
|
$
|
137,339
|
|
|
$
|
48,143
|
|
|
|
$
|
223,789
|
|
|
$
|
187,135
|
|
|
$
|
36,654
|
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
||||||||||||||||||||
(In thousands)
|
|
Unpaid principal balance
|
|
Recorded investment
|
|
Allowance for loan losses allocated
|
|
|
Unpaid principal balance
|
|
Recorded investment
|
|
Allowance for loan losses allocated
|
||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial, financial and agricultural
|
|
$
|
23,782
|
|
|
$
|
14,683
|
|
|
$
|
—
|
|
|
|
$
|
23,164
|
|
|
$
|
18,098
|
|
|
$
|
—
|
|
Commercial real estate
|
|
56,258
|
|
|
35,097
|
|
|
—
|
|
|
|
58,242
|
|
|
41,506
|
|
|
—
|
|
||||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SEPH/Vision commercial land and development
|
|
56,075
|
|
|
12,740
|
|
|
—
|
|
|
|
54,032
|
|
|
17,786
|
|
|
—
|
|
||||||
Remaining commercial
|
|
29,328
|
|
|
14,093
|
|
|
—
|
|
|
|
33,319
|
|
|
18,372
|
|
|
—
|
|
||||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial
|
|
39,918
|
|
|
31,957
|
|
|
—
|
|
|
|
49,341
|
|
|
38,686
|
|
|
—
|
|
||||||
Consumer
|
|
18
|
|
|
18
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial, financial and agricultural
|
|
12,268
|
|
|
7,904
|
|
|
3,180
|
|
|
|
23,719
|
|
|
22,523
|
|
|
5,819
|
|
||||||
Commercial real estate
|
|
11,412
|
|
|
9,181
|
|
|
1,540
|
|
|
|
12,183
|
|
|
10,472
|
|
|
4,431
|
|
||||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SEPH/Vision commercial land and development
|
|
1,271
|
|
|
520
|
|
|
—
|
|
|
|
20,775
|
|
|
6,542
|
|
|
1,540
|
|
||||||
Remaining commercial
|
|
8,071
|
|
|
7,481
|
|
|
2,277
|
|
|
|
9,711
|
|
|
7,540
|
|
|
1,874
|
|
||||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
3,944
|
|
|
3,665
|
|
|
1,279
|
|
|
|
6,402
|
|
|
5,590
|
|
|
2,271
|
|
||||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
20
|
|
|
20
|
|
|
—
|
|
||||||
Total
|
|
$
|
242,345
|
|
|
$
|
137,339
|
|
|
$
|
8,276
|
|
|
|
$
|
290,908
|
|
|
$
|
187,135
|
|
|
$
|
15,935
|
|
|
|
|
|
Year ended
December 31, 2012
|
||||||||
(In thousands)
|
|
Recorded Investment as of December 31, 2012
|
|
Average recorded investment
|
|
Interest income recognized
|
||||||
Commercial, financial and agricultural
|
|
$
|
22,587
|
|
|
$
|
35,305
|
|
|
$
|
529
|
|
Commercial real estate
|
|
44,278
|
|
|
44,541
|
|
|
968
|
|
|||
Construction real estate:
|
|
|
|
|
|
|
||||||
SEPH commercial land and development
|
|
13,260
|
|
|
17,277
|
|
|
—
|
|
|||
Remaining commercial
|
|
21,574
|
|
|
27,774
|
|
|
818
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
||||||
Commercial
|
|
35,622
|
|
|
39,248
|
|
|
497
|
|
|||
Consumer
|
|
18
|
|
|
19
|
|
|
1
|
|
|||
Total
|
|
$
|
137,339
|
|
|
$
|
164,164
|
|
|
$
|
2,813
|
|
|
|
|
|
Year ended
December 31, 2011
|
||||||||
(In thousands)
|
|
Recorded Investment as of December 31, 2011
|
|
Average recorded investment
|
|
Interest income recognized
|
||||||
Commercial, financial and agricultural
|
|
$
|
40,621
|
|
|
$
|
23,518
|
|
|
$
|
209
|
|
Commercial real estate
|
|
51,978
|
|
|
49,927
|
|
|
829
|
|
|||
Construction real estate:
|
|
|
|
|
|
|
||||||
Vision commercial land and development
|
|
24,328
|
|
|
58,792
|
|
|
—
|
|
|||
Remaining commercial
|
|
25,912
|
|
|
29,152
|
|
|
339
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
||||||
Commercial
|
|
44,276
|
|
|
52,640
|
|
|
214
|
|
|||
Consumer
|
|
20
|
|
|
16
|
|
|
1
|
|
|||
Total
|
|
$
|
187,135
|
|
|
$
|
214,045
|
|
|
$
|
1,592
|
|
|
|
December 31, 2012
|
||||||||||||||||||
(In thousands)
|
|
Accruing loans past due 30-89 days
|
|
Past due nonaccrual loans and loans past due 90 days or more and accruing *
|
|
Total past due
|
|
Total current
|
|
Total recorded investment
|
||||||||||
Commercial, financial and agricultural
|
|
$
|
6,251
|
|
|
$
|
11,811
|
|
|
$
|
18,062
|
|
|
$
|
808,841
|
|
|
$
|
826,903
|
|
Commercial real estate
|
|
2,212
|
|
|
26,355
|
|
|
28,567
|
|
|
1,067,436
|
|
|
1,096,003
|
|
|||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SEPH commercial land and development
|
|
686
|
|
|
11,314
|
|
|
12,000
|
|
|
3,142
|
|
|
15,142
|
|
|||||
Remaining commercial
|
|
3,652
|
|
|
5,838
|
|
|
9,490
|
|
|
106,314
|
|
|
115,804
|
|
|||||
Mortgage
|
|
171
|
|
|
85
|
|
|
256
|
|
|
26,198
|
|
|
26,454
|
|
|||||
Installment
|
|
135
|
|
|
40
|
|
|
175
|
|
|
8,435
|
|
|
8,610
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
1,163
|
|
|
5,917
|
|
|
7,080
|
|
|
386,082
|
|
|
393,162
|
|
|||||
Mortgage
|
|
11,948
|
|
|
17,370
|
|
|
29,318
|
|
|
1,036,868
|
|
|
1,066,186
|
|
|||||
HELOC
|
|
620
|
|
|
309
|
|
|
929
|
|
|
212,868
|
|
|
213,797
|
|
|||||
Installment
|
|
563
|
|
|
787
|
|
|
1,350
|
|
|
42,576
|
|
|
43,926
|
|
|||||
Consumer
|
|
12,924
|
|
|
2,688
|
|
|
15,612
|
|
|
639,153
|
|
|
654,765
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,157
|
|
|
3,157
|
|
|||||
Total loans
|
|
$
|
40,325
|
|
|
$
|
82,514
|
|
|
$
|
122,839
|
|
|
$
|
4,341,070
|
|
|
$
|
4,463,909
|
|
|
|
December 31, 2011
|
||||||||||||||||||
(In thousands)
|
|
Accruing loans past due 30-89 days
|
|
Past due nonaccrual loans and loans past due 90 days or more and accruing *
|
|
Total past due
|
|
Total current
|
|
Total recorded investment
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial and agricultural
|
|
$
|
3,106
|
|
|
$
|
11,308
|
|
|
$
|
14,414
|
|
|
$
|
732,504
|
|
|
$
|
746,918
|
|
Commercial real estate
|
|
2,632
|
|
|
21,798
|
|
|
24,430
|
|
|
1,088,379
|
|
|
1,112,809
|
|
|||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vision commercial land and development
|
|
—
|
|
|
19,235
|
|
|
19,235
|
|
|
12,399
|
|
|
31,634
|
|
|||||
Remaining commercial
|
|
99
|
|
|
7,839
|
|
|
7,938
|
|
|
148,509
|
|
|
156,447
|
|
|||||
Mortgage
|
|
76
|
|
|
—
|
|
|
76
|
|
|
20,027
|
|
|
20,103
|
|
|||||
Installment
|
|
421
|
|
|
8
|
|
|
429
|
|
|
9,483
|
|
|
9,912
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
1,545
|
|
|
10,097
|
|
|
11,642
|
|
|
385,287
|
|
|
396,929
|
|
|||||
Mortgage
|
|
15,879
|
|
|
20,614
|
|
|
36,493
|
|
|
918,787
|
|
|
955,280
|
|
|||||
HELOC
|
|
1,015
|
|
|
436
|
|
|
1,451
|
|
|
227,173
|
|
|
228,624
|
|
|||||
Installment
|
|
1,549
|
|
|
1,136
|
|
|
2,685
|
|
|
48,905
|
|
|
51,590
|
|
|||||
Consumer
|
|
11,195
|
|
|
2,192
|
|
|
13,387
|
|
|
606,048
|
|
|
619,435
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|
2,102
|
|
|||||
Total loans
|
|
$
|
37,517
|
|
|
$
|
94,663
|
|
|
$
|
132,180
|
|
|
$
|
4,199,603
|
|
|
$
|
4,331,783
|
|
|
|
December 31, 2012
|
||||||||||||||||||
(In thousands)
|
|
5 Rated
|
|
6 Rated
|
|
Impaired
|
|
Pass Rated
|
|
Recorded Investment
|
||||||||||
Commercial, financial and agricultural
|
|
$
|
9,537
|
|
|
$
|
10,874
|
|
|
$
|
22,601
|
|
|
$
|
783,891
|
|
|
$
|
826,903
|
|
Commercial real estate
|
|
25,616
|
|
|
3,960
|
|
|
44,278
|
|
|
1,022,149
|
|
|
1,096,003
|
|
|||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SEPH commercial land and development
|
|
411
|
|
|
—
|
|
|
13,939
|
|
|
792
|
|
|
15,142
|
|
|||||
Remaining commercial
|
|
6,734
|
|
|
—
|
|
|
21,574
|
|
|
87,496
|
|
|
115,804
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
8,994
|
|
|
2,053
|
|
|
35,622
|
|
|
346,493
|
|
|
393,162
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,157
|
|
|
3,157
|
|
|||||
Total Commercial Loans
|
|
$
|
51,292
|
|
|
$
|
16,887
|
|
|
$
|
138,014
|
|
|
$
|
2,243,978
|
|
|
$
|
2,450,171
|
|
|
|
December 31, 2011
|
||||||||||||||||||
(In thousands)
|
|
5 Rated
|
|
6 Rated
|
|
Impaired
|
|
Pass Rated
|
|
Recorded Investment
|
||||||||||
Commercial, financial and agricultural
|
|
$
|
11,785
|
|
|
$
|
7,628
|
|
|
$
|
40,645
|
|
|
$
|
686,860
|
|
|
$
|
746,918
|
|
Commercial real estate
|
|
37,445
|
|
|
10,460
|
|
|
51,978
|
|
|
1,012,926
|
|
|
1,112,809
|
|
|||||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vision commercial land and development
|
|
3,102
|
|
|
—
|
|
|
25,761
|
|
|
2,771
|
|
|
31,634
|
|
|||||
Remaining commercial
|
|
6,982
|
|
|
8,311
|
|
|
25,912
|
|
|
115,242
|
|
|
156,447
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
17,120
|
|
|
3,785
|
|
|
44,276
|
|
|
331,748
|
|
|
396,929
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|
2,102
|
|
|||||
Total Commercial Loans
|
|
$
|
76,434
|
|
|
$
|
30,184
|
|
|
$
|
188,572
|
|
|
$
|
2,151,649
|
|
|
$
|
2,446,839
|
|
|
|
12 months ended
December 31, 2012
|
|||||||||||||
(In thousands)
|
|
Number of Contracts
|
|
Accruing
|
|
Nonaccrual
|
|
Recorded Investment
|
|||||||
Commercial, financial and agricultural
|
|
44
|
|
|
$
|
2,843
|
|
|
$
|
1,499
|
|
|
$
|
4,342
|
|
Commercial real estate
|
|
25
|
|
|
2,648
|
|
|
3,611
|
|
|
6,259
|
|
|||
Construction real estate:
|
|
|
|
|
|
|
|
|
|||||||
SEPH commercial land and development
|
|
12
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
|||
Remaining commercial
|
|
15
|
|
|
531
|
|
|
6,579
|
|
|
7,110
|
|
|||
Mortgage
|
|
2
|
|
|
99
|
|
|
85
|
|
|
184
|
|
|||
Installment
|
|
6
|
|
|
175
|
|
|
78
|
|
|
253
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
|
|
|||||||
Commercial
|
|
18
|
|
|
1,139
|
|
|
1,842
|
|
|
2,981
|
|
|||
Mortgage
|
|
129
|
|
|
4,279
|
|
|
5,776
|
|
|
10,055
|
|
|||
HELOC
|
|
46
|
|
|
736
|
|
|
58
|
|
|
794
|
|
|||
Installment
|
|
57
|
|
|
761
|
|
|
508
|
|
|
1,269
|
|
|||
Consumer
|
|
600
|
|
|
1,899
|
|
|
670
|
|
|
2,569
|
|
|||
Total loans
|
|
954
|
|
|
$
|
15,110
|
|
|
$
|
22,007
|
|
|
$
|
37,117
|
|
|
|
12 months ended
December 31, 2011
|
|||||||||||||
(In thousands)
|
|
Number of Contracts
|
|
Accruing
|
|
Nonaccrual
|
|
Recorded Investment
|
|||||||
Commercial, financial and agricultural
|
|
56
|
|
|
$
|
2,842
|
|
|
$
|
21,258
|
|
|
$
|
24,100
|
|
Commercial real estate
|
|
23
|
|
|
3,332
|
|
|
3,831
|
|
|
7,163
|
|
|||
Construction real estate:
|
|
|
|
|
|
|
|
|
|||||||
Vision commercial land and development
|
|
12
|
|
|
—
|
|
|
4,268
|
|
|
4,268
|
|
|||
Remaining commercial
|
|
24
|
|
|
11,890
|
|
|
6,712
|
|
|
18,602
|
|
|||
Mortgage
|
|
1
|
|
|
—
|
|
|
66
|
|
|
66
|
|
|||
Installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
|
|
|||||||
Commercial
|
|
30
|
|
|
500
|
|
|
29,095
|
|
|
29,595
|
|
|||
Mortgage
|
|
37
|
|
|
3,234
|
|
|
2,691
|
|
|
5,925
|
|
|||
HELOC
|
|
2
|
|
|
|
|
|
56
|
|
|
56
|
|
|||
Installment
|
|
7
|
|
|
95
|
|
|
126
|
|
|
221
|
|
|||
Consumer
|
|
1
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||
Total loans
|
|
193
|
|
|
$
|
21,893
|
|
|
$
|
68,121
|
|
|
$
|
90,014
|
|
|
|
12 months ended
December 31, 2012
|
|
12 months ended
December 31, 2011
|
|||||||||||
(In thousands)
|
|
Number of Contracts
|
|
Recorded Investment
|
|
Number of Contracts
|
|
Recorded Investment
|
|||||||
Commercial, financial and agricultural
|
|
8
|
|
|
$
|
244
|
|
|
19
|
|
|
$
|
3,878
|
|
|
Commercial real estate
|
|
10
|
|
|
2,113
|
|
|
5
|
|
|
2,353
|
|
|||
Construction real estate:
|
|
|
|
|
|
|
|
|
|||||||
SEPH/Vision commercial land and development
|
|
7
|
|
|
970
|
|
|
5
|
|
|
3,406
|
|
|||
Remaining commercial
|
|
4
|
|
|
1,476
|
|
|
4
|
|
|
1,277
|
|
|||
Mortgage
|
|
1
|
|
|
85
|
|
|
1
|
|
|
66
|
|
|||
Installment
|
|
1
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
|
|
|||||||
Commercial
|
|
1
|
|
|
16
|
|
|
10
|
|
|
20,195
|
|
|||
Mortgage
|
|
39
|
|
|
2,863
|
|
|
7
|
|
|
1,193
|
|
|||
HELOC
|
|
5
|
|
|
70
|
|
|
1
|
|
|
50
|
|
|||
Installment
|
|
9
|
|
|
272
|
|
|
2
|
|
|
44
|
|
|||
Consumer
|
|
123
|
|
|
743
|
|
|
—
|
|
|
—
|
|
|||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total loans
|
|
208
|
|
|
$
|
8,879
|
|
|
$
|
54
|
|
|
$
|
32,462
|
|
|
|
Year ended December 31, 2012
|
||||||||||||||||||||||||||
(In thousands)
|
|
Commercial, financial and agricultural
|
|
Commercial real estate
|
|
Construction real estate
|
|
Residential real estate
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
|
$
|
16,950
|
|
|
$
|
15,539
|
|
|
$
|
14,433
|
|
|
$
|
15,692
|
|
|
$
|
5,830
|
|
|
$
|
—
|
|
|
$
|
68,444
|
|
Charge-offs
|
|
26,847
|
|
|
10,454
|
|
|
9,985
|
|
|
8,607
|
|
|
5,375
|
|
|
—
|
|
|
61,268
|
|
|||||||
Recoveries
|
|
1,066
|
|
|
783
|
|
|
2,979
|
|
|
5,559
|
|
|
2,555
|
|
|
—
|
|
|
12,942
|
|
|||||||
Net Charge-offs
|
|
25,781
|
|
|
9,671
|
|
|
7,006
|
|
|
3,048
|
|
|
2,820
|
|
|
—
|
|
|
48,326
|
|
|||||||
Provision
|
|
24,466
|
|
|
5,868
|
|
|
(586
|
)
|
|
2,115
|
|
|
3,556
|
|
|
—
|
|
|
35,419
|
|
|||||||
Ending balance
|
|
$
|
15,635
|
|
|
$
|
11,736
|
|
|
$
|
6,841
|
|
|
$
|
14,759
|
|
|
$
|
6,566
|
|
|
—
|
|
|
$
|
55,537
|
|
|
|
Year ended December 31, 2011
|
||||||||||||||||||||||||||
(In thousands)
|
|
Commercial, financial and agricultural
|
|
Commercial real estate
|
|
Construction real estate
|
|
Residential real estate
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
|
$
|
11,555
|
|
|
$
|
24,369
|
|
|
$
|
70,462
|
|
|
$
|
30,259
|
|
|
$
|
6,925
|
|
|
$
|
5
|
|
|
$
|
143,575
|
|
Transfer of loans at fair value
|
|
2
|
|
|
150
|
|
|
63
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||||
Transfer of allowance to held for sale (1)
|
|
1,184
|
|
|
4,327
|
|
|
1,998
|
|
|
5,450
|
|
|
141
|
|
|
—
|
|
|
13,100
|
|
|||||||
Charge-offs
|
|
18,350
|
|
|
23,063
|
|
|
64,166
|
|
|
20,691
|
|
|
7,612
|
|
|
—
|
|
|
133,882
|
|
|||||||
Recoveries
|
|
1,402
|
|
|
1,825
|
|
|
1,463
|
|
|
1,719
|
|
|
2,385
|
|
|
4
|
|
|
8,798
|
|
|||||||
Net Charge-offs
|
|
16,948
|
|
|
21,238
|
|
|
62,703
|
|
|
18,972
|
|
|
5,227
|
|
|
(4
|
)
|
|
125,084
|
|
|||||||
Provision
|
|
23,529
|
|
|
16,885
|
|
|
8,735
|
|
|
9,859
|
|
|
4,273
|
|
|
(9
|
)
|
|
63,272
|
|
|||||||
Ending balance
|
|
$
|
16,950
|
|
|
$
|
15,539
|
|
|
$
|
14,433
|
|
|
$
|
15,692
|
|
|
$
|
5,830
|
|
|
—
|
|
|
$
|
68,444
|
|
(1)
|
Transfer of allowance to held for sale was allocated on a pro-rata basis based on the outstanding balance of the loans held for sale.
|
(In thousands)
|
|
2010
|
||
Allowance for loan losses:
|
|
|
||
Beginning balance
|
|
$
|
116,717
|
|
Charge-offs:
|
|
|
||
Commercial, financial and agricultural
|
|
8,484
|
|
|
Commercial real estate
|
|
7,748
|
|
|
Construction real estate
|
|
23,308
|
|
|
Residential real estate
|
|
18,401
|
|
|
Consumer
|
|
8,373
|
|
|
Lease financing
|
|
—
|
|
|
Total charge-offs
|
|
66,314
|
|
|
Recoveries:
|
|
|
||
Commercial, financial and agricultural
|
|
1,237
|
|
|
Commercial real estate
|
|
850
|
|
|
Construction real estate
|
|
813
|
|
|
Residential real estate
|
|
1,429
|
|
|
Consumer
|
|
1,763
|
|
|
Lease financing
|
|
—
|
|
|
Total recoveries
|
|
6,092
|
|
|
Net charge-offs
|
|
60,222
|
|
|
Provision for loan losses
|
|
87,080
|
|
|
Ending balance
|
|
$
|
143,575
|
|
|
|
December 31, 2012
|
||||||||||||||||||||||||||
(In thousands)
|
|
Commercial, financial, and agricultural
|
|
Commercial real estate
|
|
Construction real estate
|
|
Residential real estate
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending allowance balance attributed to loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
|
$
|
3,180
|
|
|
$
|
1,540
|
|
|
$
|
2,277
|
|
|
$
|
1,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,276
|
|
Collectively evaluated for impairment
|
|
12,455
|
|
|
10,196
|
|
|
4,564
|
|
|
13,480
|
|
|
6,566
|
|
|
—
|
|
|
47,261
|
|
|||||||
Total ending allowance balance
|
|
$
|
15,635
|
|
|
$
|
11,736
|
|
|
$
|
6,841
|
|
|
$
|
14,759
|
|
|
$
|
6,566
|
|
|
$
|
—
|
|
|
$
|
55,537
|
|
Loan Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
22,523
|
|
|
$
|
44,267
|
|
|
$
|
34,814
|
|
|
$
|
35,616
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
137,238
|
|
Loans collectively evaluated for impairment
|
|
801,404
|
|
|
1,047,897
|
|
|
130,714
|
|
|
1,678,029
|
|
|
651,912
|
|
|
3,128
|
|
|
4,313,084
|
|
|||||||
Total ending loan balance
|
|
$
|
823,927
|
|
|
$
|
1,092,164
|
|
|
$
|
165,528
|
|
|
$
|
1,713,645
|
|
|
$
|
651,930
|
|
|
$
|
3,128
|
|
|
$
|
4,450,322
|
|
Allowance for loan losses as a percentage of loan balance:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Loans individually evaluated for impairment
|
|
14.12
|
%
|
|
3.48
|
%
|
|
6.54
|
%
|
|
3.59
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.03
|
%
|
|||||||
Loans collectively evaluated for impairment
|
|
1.55
|
%
|
|
0.97
|
%
|
|
3.49
|
%
|
|
0.80
|
%
|
|
1.01
|
%
|
|
—
|
%
|
|
1.10
|
%
|
|||||||
Total ending loan balance
|
|
1.90
|
%
|
|
1.07
|
%
|
|
4.13
|
%
|
|
0.86
|
%
|
|
1.01
|
%
|
|
—
|
%
|
|
1.25
|
%
|
|||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
22,587
|
|
|
$
|
44,278
|
|
|
$
|
34,834
|
|
|
$
|
35,622
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
137,339
|
|
Loans collectively evaluated for impairment
|
|
804,316
|
|
|
1,051,725
|
|
|
131,176
|
|
|
1,681,449
|
|
|
654,747
|
|
|
3,157
|
|
|
4,326,570
|
|
|||||||
Total ending loan balance
|
|
$
|
826,903
|
|
|
$
|
1,096,003
|
|
|
$
|
166,010
|
|
|
$
|
1,717,071
|
|
|
$
|
654,765
|
|
|
$
|
3,157
|
|
|
$
|
4,463,909
|
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||
(In thousands)
|
|
Commercial, financial, and agricultural
|
|
Commercial real estate
|
|
Construction real estate
|
|
Residential real estate
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending allowance balance attributed to loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
|
$
|
5,819
|
|
|
$
|
4,431
|
|
|
$
|
3,414
|
|
|
$
|
2,271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,935
|
|
Collectively evaluated for impairment
|
|
11,131
|
|
|
11,108
|
|
|
11,019
|
|
|
13,421
|
|
|
5,830
|
|
|
—
|
|
|
52,509
|
|
|||||||
Total ending allowance balance
|
|
$
|
16,950
|
|
|
$
|
15,539
|
|
|
$
|
14,433
|
|
|
$
|
15,692
|
|
|
$
|
5,830
|
|
|
$
|
—
|
|
|
$
|
68,444
|
|
Loan Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
40,621
|
|
|
$
|
51,978
|
|
|
$
|
50,240
|
|
|
$
|
44,276
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
187,135
|
|
Loans collectively evaluated for impairment
|
|
703,176
|
|
|
1,056,596
|
|
|
167,306
|
|
|
1,584,342
|
|
|
616,485
|
|
|
2,059
|
|
|
4,129,964
|
|
|||||||
Total ending loan balance
|
|
$
|
743,797
|
|
|
$
|
1,108,574
|
|
|
$
|
217,546
|
|
|
$
|
1,628,618
|
|
|
$
|
616,505
|
|
|
$
|
2,059
|
|
|
$
|
4,317,099
|
|
Allowance for loan losses as a percentage of loan balance:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Loans individually evaluated for impairment
|
|
14.33
|
%
|
|
8.52
|
%
|
|
6.80
|
%
|
|
5.13
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8.52
|
%
|
|||||||
Loans collectively evaluated for impairment
|
|
1.58
|
%
|
|
1.05
|
%
|
|
6.59
|
%
|
|
0.85
|
%
|
|
0.95
|
%
|
|
—
|
%
|
|
1.27
|
%
|
|||||||
Total ending loan balance
|
|
2.28
|
%
|
|
1.40
|
%
|
|
6.63
|
%
|
|
0.96
|
%
|
|
0.95
|
%
|
|
—
|
%
|
|
1.59
|
%
|
|||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
40,621
|
|
|
$
|
51,978
|
|
|
$
|
50,240
|
|
|
$
|
44,276
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
187,135
|
|
Loans collectively evaluated for impairment
|
|
706,297
|
|
|
1,060,831
|
|
|
167,856
|
|
|
1,588,147
|
|
|
619,415
|
|
|
2,102
|
|
|
4,144,648
|
|
|||||||
Total ending loan balance
|
|
$
|
746,918
|
|
|
$
|
1,112,809
|
|
|
$
|
218,096
|
|
|
$
|
1,632,423
|
|
|
$
|
619,435
|
|
|
$
|
2,102
|
|
|
$
|
4,331,783
|
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
17,354
|
|
|
$
|
18,151
|
|
Buildings
|
|
69,091
|
|
|
69,690
|
|
||
Equipment, furniture and fixtures
|
|
61,679
|
|
|
59,037
|
|
||
Leasehold improvements
|
|
4,009
|
|
|
4,283
|
|
||
Total
|
|
$
|
152,133
|
|
|
$
|
151,161
|
|
Less accumulated depreciation
|
|
(98,382
|
)
|
|
(97,420
|
)
|
||
Premises and Equipment, Net
|
|
$
|
53,751
|
|
|
$
|
53,741
|
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
||||
Non-interest bearing
|
|
$
|
1,137,290
|
|
|
$
|
995,733
|
|
Interest bearing
|
|
3,578,742
|
|
|
3,469,381
|
|
||
Total
|
|
$
|
4,716,032
|
|
|
$
|
4,465,114
|
|
December 31 (In thousands)
|
|
|
||
3 months or less
|
|
$
|
212,188
|
|
Over 3 months through 6 months
|
|
113,169
|
|
|
Over 6 months through 12 months
|
|
141,244
|
|
|
Over 12 months
|
|
190,664
|
|
|
Total
|
|
$
|
657,265
|
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
||||
Securities sold under agreements to repurchase and federal funds purchased
|
|
$
|
244,168
|
|
|
$
|
240,594
|
|
Federal Home Loan Bank advances
|
|
100,000
|
|
|
23,000
|
|
||
Total short-term borrowings
|
|
$
|
344,168
|
|
|
$
|
263,594
|
|
(In thousands)
|
|
Repurchase agreements and Federal Funds Purchased
|
|
Federal Home Loan Bank Advances
|
|
Demand Notes Due U.S. Treasury and Other
|
|||||
2012
|
|
|
|
|
|
|
|||||
Ending balance
|
|
$
|
244,168
|
|
|
$
|
100,000
|
|
|
—
|
|
Highest month-end balance
|
|
302,946
|
|
|
100,000
|
|
|
—
|
|
||
Average daily balance
|
|
257,341
|
|
|
1,320
|
|
|
—
|
|
||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||||
As of year-end
|
|
0.23
|
%
|
|
0.38
|
%
|
|
—
|
|
||
Paid during the year
|
|
0.26
|
%
|
|
0.28
|
%
|
|
—
|
|
||
2011
|
|
|
|
|
|
|
|||||
Ending balance
|
|
$
|
240,594
|
|
|
$
|
23,000
|
|
|
—
|
|
Highest month-end balance
|
|
265,412
|
|
|
232,000
|
|
|
—
|
|
||
Average daily balance
|
|
246,145
|
|
|
51,392
|
|
|
—
|
|
||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||||
As of year-end
|
|
0.29
|
%
|
|
0.04
|
%
|
|
—
|
|
||
Paid during the year
|
|
0.30
|
%
|
|
0.18
|
%
|
|
—
|
|
December 31,
|
|
2012
|
|
2011
|
||||||||||
(In thousands)
|
|
Outstanding Balance
|
|
Average Rate
|
|
Outstanding Balance
|
|
Average Rate
|
||||||
Total Federal Home Loan Bank advances by year of maturity:
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
15,500
|
|
|
2.09
|
%
|
2013
|
|
75,500
|
|
|
1.11
|
%
|
|
75,500
|
|
|
1.11
|
%
|
||
2014
|
|
75,500
|
|
|
1.61
|
%
|
|
75,500
|
|
|
1.61
|
%
|
||
2015
|
|
51,000
|
|
|
2.00
|
%
|
|
51,000
|
|
|
2.00
|
%
|
||
2016
|
|
1,000
|
|
|
2.05
|
%
|
|
1,000
|
|
|
2.05
|
%
|
||
2017
|
|
51,000
|
|
|
3.37
|
%
|
|
51,000
|
|
|
3.37
|
%
|
||
Thereafter
|
|
252,259
|
|
|
2.94
|
%
|
|
252,314
|
|
|
2.94
|
%
|
||
Total
|
|
$
|
506,259
|
|
|
2.42
|
%
|
|
521,814
|
|
|
2.41
|
%
|
|
Total broker repurchase agreements by year of maturity:
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75,000
|
|
|
4.05
|
%
|
2017
|
|
300,000
|
|
|
1.75
|
%
|
|
225,000
|
|
|
4.03
|
%
|
||
Total
|
|
$
|
300,000
|
|
|
1.75
|
%
|
|
$
|
300,000
|
|
|
4.04
|
%
|
Other borrowings by year of maturity:
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
69
|
|
|
7.97
|
%
|
2013
|
|
—
|
|
|
—
|
%
|
|
74
|
|
|
7.97
|
%
|
||
2014
|
|
—
|
|
|
—
|
%
|
|
81
|
|
|
7.97
|
%
|
||
2015
|
|
—
|
|
|
—
|
%
|
|
87
|
|
|
7.97
|
%
|
||
2016
|
|
—
|
|
|
—
|
%
|
|
94
|
|
|
7.97
|
%
|
||
2017
|
|
—
|
|
|
—
|
%
|
|
102
|
|
|
7.97
|
%
|
||
Thereafter
|
|
—
|
|
|
—
|
%
|
|
861
|
|
|
7.97
|
%
|
||
Total
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,368
|
|
|
7.97
|
%
|
Total combined long-term debt by year of maturity:
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
15,569
|
|
|
2.12
|
%
|
2013
|
|
75,500
|
|
|
1.11
|
%
|
|
75,574
|
|
|
1.11
|
%
|
||
2014
|
|
75,500
|
|
|
1.61
|
%
|
|
75,581
|
|
|
1.62
|
%
|
||
2015
|
|
51,000
|
|
|
2.00
|
%
|
|
51,087
|
|
|
2.01
|
%
|
||
2016
|
|
1,000
|
|
|
2.05
|
%
|
|
76,094
|
|
|
4.03
|
%
|
||
2017
|
|
351,000
|
|
|
1.99
|
%
|
|
276,102
|
|
|
3.91
|
%
|
||
Thereafter
|
|
252,259
|
|
|
2.94
|
%
|
|
253,175
|
|
|
2.96
|
%
|
||
Total
|
|
$
|
806,259
|
|
|
2.17
|
%
|
|
$
|
823,182
|
|
|
3.01
|
%
|
Prepayment penalty
|
|
(24,601
|
)
|
|
|
|
$
|
—
|
|
|
|
|||
Total Long-term debt
|
|
$
|
781,658
|
|
|
2.87
|
%
|
|
$
|
823,182
|
|
|
3.01
|
%
|
|
|
Number
|
|
Weighted Average Exercise Price per Share
|
|||
January 1, 2012
|
|
74,020
|
|
|
$
|
74.96
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited/Expired
|
|
74,020
|
|
|
74.96
|
|
|
December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
Exercisable at year end
|
|
|
|
—
|
|
||
Weighted-average remaining contractual life
|
|
|
|
N/A
|
|
||
Aggregate intrinsic value
|
|
|
|
N/A
|
|
(In thousands)
|
|
2012
|
|
2011
|
||||
Change in fair value of plan assets
|
|
|
|
|
||||
Fair value at beginning of measurement period
|
|
$
|
96,581
|
|
|
$
|
85,464
|
|
Actual return on plan assets
|
|
11,256
|
|
|
1,813
|
|
||
Company contributions
|
|
15,900
|
|
|
14,000
|
|
||
Benefits paid
|
|
(5,969
|
)
|
|
(4,696
|
)
|
||
Fair value at end of measurement period
|
|
$
|
117,768
|
|
|
$
|
96,581
|
|
Change in benefit obligation
|
|
|
|
|
||||
Projected benefit obligation at beginning of measurement period
|
|
$
|
81,507
|
|
|
$
|
74,164
|
|
Service cost
|
|
4,271
|
|
|
4,557
|
|
||
Interest cost
|
|
4,048
|
|
|
3,967
|
|
||
Actuarial loss
|
|
13,796
|
|
|
3,515
|
|
||
Benefits paid
|
|
(5,969
|
)
|
|
(4,696
|
)
|
||
Projected benefit obligation at the end of measurement period
|
|
$
|
97,653
|
|
|
$
|
81,507
|
|
Funded status at end of year (fair value of plan assets less benefit obligation)
|
|
$
|
20,115
|
|
|
$
|
15,074
|
|
|
|
|
|
Percentage of Plan Assets
|
||||
Asset category
|
|
Target Allocation
|
|
2012
|
|
2011
|
||
Equity securities
|
|
50% - 100%
|
|
83
|
%
|
|
80
|
%
|
Fixed income and cash equivalents
|
|
remaining balance
|
|
17
|
%
|
|
20
|
%
|
Total
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
|
4.47
|
%
|
|
5.18
|
%
|
|
5.50
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
2013
|
$
|
6,431
|
|
2014
|
6,163
|
|
|
2015
|
6,623
|
|
|
2016
|
6,619
|
|
|
2017
|
7,233
|
|
|
2018-2022
|
41,653
|
|
|
Total
|
$
|
74,722
|
|
(In thousands)
|
|
2012
|
|
2011
|
||||
Prior service cost
|
|
$
|
(54
|
)
|
|
$
|
(74
|
)
|
Net actuarial loss
|
|
(41,691
|
)
|
|
(32,163
|
)
|
||
Total
|
|
(41,745
|
)
|
|
(32,237
|
)
|
||
Deferred taxes
|
|
14,611
|
|
|
11,283
|
|
||
Accumulated other comprehensive loss
|
|
$
|
(27,134
|
)
|
|
$
|
(20,954
|
)
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Components of net periodic benefit cost and other amounts recognized in other comprehensive (Loss)
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
(4,271
|
)
|
|
$
|
(4,557
|
)
|
|
$
|
(3,671
|
)
|
Interest cost
|
|
(4,048
|
)
|
|
(3,967
|
)
|
|
(3,583
|
)
|
|||
Expected return on plan assets
|
|
8,742
|
|
|
7,543
|
|
|
5,867
|
|
|||
Amortization of prior service cost
|
|
(20
|
)
|
|
(19
|
)
|
|
(22
|
)
|
|||
Recognized net actuarial loss
|
|
(1,708
|
)
|
|
(1,411
|
)
|
|
(1,079
|
)
|
|||
Net periodic benefit cost
|
|
$
|
(1,305
|
)
|
|
$
|
(2,411
|
)
|
|
$
|
(2,488
|
)
|
Change to net actuarial (loss)/gain for the period
|
|
$
|
(11,236
|
)
|
|
$
|
(9,164
|
)
|
|
$
|
(4,835
|
)
|
Amortization of prior service cost
|
|
20
|
|
|
19
|
|
|
22
|
|
|||
Amortization of net loss
|
|
1,708
|
|
|
1,411
|
|
|
1,079
|
|
|||
Total recognized in other comprehensive (loss)/income
|
|
(9,508
|
)
|
|
(7,734
|
)
|
|
(3,734
|
)
|
|||
Total recognized in net benefit cost and other comprehensive (loss)/income
|
|
$
|
(10,813
|
)
|
|
$
|
(10,145
|
)
|
|
$
|
(6,222
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount Rate
|
|
5.18
|
%
|
|
5.50
|
%
|
|
6.00
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Expected long-term return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
||||||
Allowance for loan losses
|
|
$
|
19,438
|
|
|
$
|
23,956
|
|
Accumulated other comprehensive loss – Interest rate swap
|
|
—
|
|
|
296
|
|
||
Accumulated other comprehensive loss – pension plan
|
|
14,611
|
|
|
11,283
|
|
||
Intangible assets
|
|
697
|
|
|
1,523
|
|
||
Deferred compensation
|
|
3,750
|
|
|
3,733
|
|
||
OREO devaluations
|
|
4,855
|
|
|
6,364
|
|
||
Partnership adjustments
|
|
3,329
|
|
|
2,016
|
|
||
Other
|
|
2,973
|
|
|
2,515
|
|
||
Loans held for sale fair value adjustment
|
|
—
|
|
|
4,585
|
|
||
Tax credit carry-forwards
|
|
—
|
|
|
1,269
|
|
||
Total deferred tax assets
|
|
$
|
49,653
|
|
|
$
|
57,540
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Accumulated other comprehensive income – Unrealized gains on securities
|
|
5,178
|
|
|
6,824
|
|
||
Deferred investment income
|
|
10,199
|
|
|
10,199
|
|
||
Pension plan
|
|
25,517
|
|
|
21,567
|
|
||
Mortgage servicing rights
|
|
2,717
|
|
|
3,255
|
|
||
Other
|
|
646
|
|
|
2,260
|
|
||
Total deferred tax liabilities
|
|
$
|
44,257
|
|
|
$
|
44,105
|
|
Net deferred tax assets
|
|
$
|
5,396
|
|
|
$
|
13,435
|
|
December 31, (In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Currently payable
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
12,984
|
|
|
$
|
5,949
|
|
|
$
|
26,130
|
|
State
|
|
—
|
|
|
—
|
|
|
109
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
12,717
|
|
|
22,378
|
|
|
(8,333
|
)
|
|||
State
|
|
—
|
|
|
8,382
|
|
|
(3,564
|
)
|
|||
|
|
|
|
|
|
|
||||||
Valuation allowance
|
|
|
|
|
|
|
||||||
Federal
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
|
—
|
|
|
(2,294
|
)
|
|
2,294
|
|
|||
Total
|
|
$
|
25,701
|
|
|
$
|
34,415
|
|
|
$
|
16,636
|
|
December 31
|
|
2012
|
|
2011
|
2,011
|
|
2010
|
|||
|
|
|
|
|
|
|
||||
Statutory federal corporate tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Changes in rates resulting from:
|
|
|
|
|
|
|
||||
Tax exempt interest income, net of disallowed interest
|
|
(0.9
|
)%
|
|
(1.0
|
)%
|
|
(1.7
|
)%
|
|
Bank owned life insurance
|
|
(1.6
|
)%
|
|
(1.5
|
)%
|
|
(2.3
|
)%
|
|
Tax credits (low income housing)
|
|
(6.1
|
)%
|
|
(5.2
|
)%
|
|
(6.7
|
)%
|
|
State income tax expense, net of federal benefit
|
|
—
|
%
|
|
4.7
|
%
|
|
(3.0
|
)%
|
|
Valuation allowance, net of federal benefit
|
|
—
|
%
|
|
(1.3
|
)%
|
|
2.0
|
%
|
|
Other
|
|
(1.8
|
)%
|
|
(1.2
|
)%
|
|
(1.0
|
)%
|
|
Effective tax rate
|
|
24.6
|
%
|
|
29.5
|
%
|
|
22.3
|
%
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
January 1 Balance
|
|
$
|
485
|
|
|
$
|
477
|
|
|
$
|
595
|
|
Additions based on tax positions related to the current year
|
|
74
|
|
|
70
|
|
|
69
|
|
|||
Additions for tax positions of prior years
|
|
25
|
|
|
1
|
|
|
7
|
|
|||
Reductions for tax positions of prior years
|
|
—
|
|
|
(3
|
)
|
|
(131
|
)
|
|||
Reductions due to statute of limitations
|
|
(67
|
)
|
|
(60
|
)
|
|
(63
|
)
|
|||
December 31 Balance
|
|
$
|
517
|
|
|
$
|
485
|
|
|
$
|
477
|
|
Year ended December 31,
(In thousands) |
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net-of-Tax Amount
|
||||||
2012:
|
|
|
|
|
|
|
||||||
Unrealized losses on available-for-sale securities
|
|
$
|
(4,702
|
)
|
|
$
|
(1,645
|
)
|
|
$
|
(3,057
|
)
|
Unrealized net holding gain on cash flow hedge
|
|
846
|
|
|
296
|
|
|
550
|
|
|||
Changes in pension plan assets and benefit obligations recognized in other comprehensive income
|
|
(9,508
|
)
|
|
(3,328
|
)
|
|
(6,180
|
)
|
|||
Other comprehensive loss
|
|
$
|
(13,364
|
)
|
|
$
|
(4,677
|
)
|
|
$
|
(8,687
|
)
|
2011:
|
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
$
|
25,063
|
|
|
$
|
8,772
|
|
|
$
|
16,291
|
|
Reclassification adjustment for gains realized in net income
|
|
(28,829
|
)
|
|
(10,090
|
)
|
|
(18,739
|
)
|
|||
Unrealized net holding gain on cash flow hedge
|
|
788
|
|
|
276
|
|
|
512
|
|
|||
Changes in pension plan assets and benefit obligations recognized in other comprehensive income
|
|
(7,734
|
)
|
|
(2,707
|
)
|
|
(5,027
|
)
|
|||
Other comprehensive loss
|
|
$
|
(10,712
|
)
|
|
$
|
(3,749
|
)
|
|
$
|
(6,963
|
)
|
2010:
|
|
|
|
|
|
|
||||||
Unrealized losses on available-for-sale securities
|
|
$
|
(11,218
|
)
|
|
$
|
(3,926
|
)
|
|
$
|
(7,292
|
)
|
Reclassification adjustment for gains realized in net income
|
|
(11,864
|
)
|
|
(4,152
|
)
|
|
(7,712
|
)
|
|||
Unrealized net holding loss on cash flow hedge
|
|
(151
|
)
|
|
(53
|
)
|
|
(98
|
)
|
|||
Changes in pension plan assets and benefit obligations recognized in other comprehensive income
|
|
(3,734
|
)
|
|
(1,307
|
)
|
|
(2,427
|
)
|
|||
Other comprehensive loss
|
|
$
|
(26,967
|
)
|
|
$
|
(9,438
|
)
|
|
$
|
(17,529
|
)
|
(In thousands)
|
|
2012
|
|
2011
|
||||
Pension benefit adjustments
|
|
$
|
(27,134
|
)
|
|
$
|
(20,954
|
)
|
Unrealized net holding loss on cash flow hedge
|
|
—
|
|
|
(550
|
)
|
||
Unrealized net holding gains on AFS securities
|
|
9,616
|
|
|
12,673
|
|
||
Total accumulated other comprehensive loss
|
|
$
|
(17,518
|
)
|
|
$
|
(8,831
|
)
|
Year ended December 31
(In thousands, except share data) |
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income available to common shareholders
|
|
$
|
75,205
|
|
|
$
|
76,284
|
|
|
$
|
52,294
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Weighted-average shares
|
|
15,407,078
|
|
|
15,400,155
|
|
|
15,152,692
|
|
|||
Effect of dilutive securities – stock options and warrants
|
|
1,063
|
|
|
1,291
|
|
|
3,043
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Adjusted weighted-average shares and assumed conversions
|
|
15,408,141
|
|
|
15,401,446
|
|
|
15,155,735
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
4.88
|
|
|
$
|
4.95
|
|
|
$
|
3.45
|
|
Diluted earnings per common share
|
|
$
|
4.88
|
|
|
$
|
4.95
|
|
|
$
|
3.45
|
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
||||
Loan commitments
|
|
$
|
815,585
|
|
|
$
|
809,140
|
|
Standby letters of credit
|
|
22,961
|
|
|
18,772
|
|
December 31 (In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Mortgage servicing rights:
|
|
|
|
|
|
|
||||||
Carrying amount, net, beginning of year
|
|
$
|
9,301
|
|
|
$
|
10,488
|
|
|
$
|
10,780
|
|
Additions
|
|
3,399
|
|
|
1,659
|
|
|
3,062
|
|
|||
Amortization
|
|
(3,634
|
)
|
|
(2,573
|
)
|
|
(3,180
|
)
|
|||
Change in valuation allowance
|
|
(1,303
|
)
|
|
(273
|
)
|
|
(174
|
)
|
|||
Carrying amount, net, end of year
|
|
$
|
7,763
|
|
|
$
|
9,301
|
|
|
$
|
10,488
|
|
Valuation allowance:
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
$
|
1,021
|
|
|
$
|
748
|
|
|
$
|
574
|
|
Additions expensed
|
|
1,303
|
|
|
273
|
|
|
174
|
|
|||
End of year
|
|
$
|
2,324
|
|
|
$
|
1,021
|
|
|
$
|
748
|
|
•
|
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that Park has the ability to access as of the measurement date.
|
•
|
Level 2: Level 1 inputs for assets or liabilities that are not actively traded. Also consists of an observable market price for a similar asset or liability. This includes the use of “matrix pricing” used to value debt securities absent the exclusive use of quoted prices.
|
•
|
Level 3: Consists of unobservable inputs that are used to measure fair value when observable market inputs are not available. This could include the use of internally developed models, financial forecasting and similar inputs.
|
Fair Value Measurements at December 31, 2012 Using:
|
||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance, December 31, 2012
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investment Securities
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Treasury and Other U.S. Government Sponsored Entities
|
|
$
|
—
|
|
|
$
|
695,727
|
|
|
$
|
—
|
|
|
$
|
695,727
|
|
Obligations of States and Political Subdivisions
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
||||
U.S. Government Sponsored Entities’ Asset-Backed Securities
|
|
—
|
|
|
415,502
|
|
|
—
|
|
|
415,502
|
|
||||
Equity Securities
|
|
1,442
|
|
|
—
|
|
|
780
|
|
|
2,222
|
|
||||
Mortgage Loans Held for Sale
|
|
—
|
|
|
25,743
|
|
|
—
|
|
|
25,743
|
|
||||
Mortgage IRLCs
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value swap
|
|
—
|
|
|
—
|
|
|
135
|
|
|
135
|
|
Level 3 Fair Value Measurements
|
||||||||||||
(In thousands)
|
|
Obligations of States and Political Subdivisions
|
|
Equity Securities
|
|
Fair Value Swap
|
||||||
Balance, at January 1, 2012
|
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
(700
|
)
|
Total Gains/(Losses)
|
|
|
|
|
|
|
||||||
Included in earnings - realized
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|||
Included in earnings - unrealized
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Included in other comprehensive income
|
|
—
|
|
|
71
|
|
|
—
|
|
|||
Purchases, sales, issuances and settlements, other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Re-evaluation of fair value swap
|
|
—
|
|
|
—
|
|
|
565
|
|
|||
Balance, December 31, 2012
|
|
$
|
—
|
|
|
$
|
780
|
|
|
$
|
(135
|
)
|
Balance, at January 1, 2011
|
|
$
|
2,598
|
|
|
$
|
745
|
|
|
$
|
(60
|
)
|
Total Gains/(Losses)
|
|
|
|
|
|
|
||||||
Included in earnings - realized
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Included in earnings - unrealized
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|||
Included in other comprehensive income
|
|
—
|
|
|
18
|
|
|
—
|
|
|||
Purchases, sales, issuances and settlements, other, net
|
|
(2,470
|
)
|
|
—
|
|
|
—
|
|
|||
Re-evaluation of fair value swap
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|||
Balance, December 31, 2011
|
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
(700
|
)
|
•
|
Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management generally applies a
15%
discount to real estate appraised values which management expects will cover all disposition costs (including selling costs). This
15%
discount is based on historical discounts to appraised values on sold OREO properties.
|
•
|
Lot development loan appraisals are typically performed using a discounted cash flow analysis. Appraisers determine an anticipated absorption period and a discount rate that takes into account an investor’s required rate of return based on recent comparable sales. Management generally applies a
6%
discount to lot development appraised values, which is an additional discount above the net present value calculation included in the appraisal, to account for selling costs.
|
Fair Value Measurements at December 31, 2012 Using:
|
||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance, December 31, 2012
|
||||||||
Impaired Loans:
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,997
|
|
|
$
|
25,997
|
|
Construction real estate:
|
|
|
|
|
|
|
|
|
||||||||
SEPH commercial land and development
|
|
—
|
|
|
—
|
|
|
12,832
|
|
|
12,832
|
|
||||
Remaining commercial
|
|
—
|
|
|
—
|
|
|
8,113
|
|
|
8,113
|
|
||||
Residential real estate
|
|
—
|
|
|
—
|
|
|
6,990
|
|
|
6,990
|
|
||||
Total impaired loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,932
|
|
|
$
|
53,932
|
|
Mortgage Servicing Rights
|
|
—
|
|
|
6,642
|
|
|
—
|
|
|
6,642
|
|
||||
Other Real Estate Owned:
|
|
|
|
|
|
|
|
|
||||||||
Construction real estate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,134
|
|
|
$
|
12,134
|
|
Residential real estate
|
|
—
|
|
|
—
|
|
|
4,307
|
|
|
4,307
|
|
||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
3,485
|
|
|
3,485
|
|
||||
Total Other Real Estate Owned
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,926
|
|
|
$
|
19,926
|
|
|
||||||||||
(In thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
|
$
|
25,997
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 116.0% (22.3%)
|
|
|
|
|
Income approach
|
|
Capitalization rate
|
|
7.5% - 20.9% (10.1%)
|
||
|
|
|
|
Cost approach
|
|
Accumulated depreciation
|
|
23.0% - 63.0% (50.4%)
|
||
|
|
|
|
|
|
|
|
|
||
Construction real estate:
|
|
|
|
|
|
|
|
|
|
|
SEPH commercial land and development
|
|
$
|
12,832
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 218.0% (31.9%)
|
|
|
|
|
Bulk sale approach
|
|
Discount rate
|
|
11.0% - 55.0% (23.4%)
|
||
|
|
|
|
|
|
|
|
|
||
Remaining commercial
|
|
$
|
8,113
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 75.0% (26.2%)
|
|
|
|
|
Bulk sale approach
|
|
Discount rate
|
|
10.0% - 55.0% (18.3%)
|
||
|
|
|
|
|
|
|
|
|
||
Residential real estate
|
|
$
|
6,990
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 178.0% (17.9%)
|
|
|
|
|
|
|
|
|
|
||
Other real estate owned:
|
|
|
|
|
|
|
|
|
||
Commercial real estate
|
|
$
|
3,485
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 67.0% (25.8%)
|
|
|
|
|
Income approach
|
|
Capitalization rate
|
|
11.0% (11.0%)
|
||
|
|
|
|
Bulk sale approach
|
|
Discount rate
|
|
13.0% (13.0%)
|
||
|
|
|
|
Cost approach
|
|
Accumulated depreciation
|
|
40.9% - 90.0% (65.0%)
|
||
|
|
|
|
|
|
|
|
|
||
Construction real estate
|
|
$
|
12,134
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
0.0% - 273.0% (34.0%)
|
|
|
|
|
Income approach
|
|
Capitalization rate
|
|
8.5% (8.5%)
|
||
|
|
|
|
Bulk sale approach
|
|
Discount rate
|
|
10.0% - 12.0% (10.8%)
|
||
|
|
|
|
|
|
|
|
|
||
Residential Real Estate
|
|
$
|
4,307
|
|
|
Sales comparison approach
|
|
Adj to comparables
|
|
1.0% - 61.0% (18.0%)
|
|
|
|
|
Income approach
|
|
Capitalization rate
|
|
7.9% - 9.3% (8.7%)
|
||
|
|
|
|
Cost approach
|
|
Accumulated Depreciation
|
|
6.0% (6.0%)
|
|
|
December 31, 2012
|
||||||||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||||||
(In thousands)
|
|
Carrying value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and money market instruments
|
|
$
|
201,305
|
|
|
$
|
201,305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,305
|
|
Investment securities
|
|
1,515,844
|
|
|
1,442
|
|
|
1,522,937
|
|
|
780
|
|
|
1,525,159
|
|
|||||
Accrued interest receivable - securities
|
|
6,122
|
|
|
—
|
|
|
6,122
|
|
|
—
|
|
|
6,122
|
|
|||||
Accrued interest receivable - loans
|
|
13,588
|
|
|
—
|
|
|
2
|
|
|
13,586
|
|
|
13,588
|
|
|||||
Mortgage loans held for sale
|
|
25,743
|
|
|
—
|
|
|
25,743
|
|
|
—
|
|
|
25,743
|
|
|||||
Impaired loans carried at fair value
|
|
53,932
|
|
|
—
|
|
|
—
|
|
|
53,932
|
|
|
53,932
|
|
|||||
Mortgage IRLCs
|
|
372
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|||||
Other loans
|
|
4,314,738
|
|
|
—
|
|
|
—
|
|
|
4,348,705
|
|
|
4,348,705
|
|
|||||
Loans receivable, net
|
|
$
|
4,394,785
|
|
|
$
|
—
|
|
|
$
|
26,115
|
|
|
$
|
4,402,637
|
|
|
$
|
4,428,752
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-interest bearing checking accounts
|
|
$
|
1,137,290
|
|
|
$
|
1,137,290
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,137,290
|
|
|
Interest bearing transactions accounts
|
|
1,088,617
|
|
|
1,088,617
|
|
|
—
|
|
|
—
|
|
|
1,088,617
|
|
|||||
Savings accounts
|
|
1,038,356
|
|
|
1,038,356
|
|
|
—
|
|
|
—
|
|
|
1,038,356
|
|
|||||
Time deposits
|
|
1,450,424
|
|
|
—
|
|
|
1,458,793
|
|
|
—
|
|
|
1,458,793
|
|
|||||
Other
|
|
1,345
|
|
|
1,345
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|||||
Total deposits
|
|
$
|
4,716,032
|
|
|
$
|
3,265,608
|
|
|
$
|
1,458,793
|
|
|
$
|
—
|
|
|
$
|
4,724,401
|
|
Short-term borrowings
|
|
$
|
344,168
|
|
|
$
|
—
|
|
|
$
|
344,168
|
|
|
$
|
—
|
|
|
$
|
344,168
|
|
Long-term debt
|
|
781,658
|
|
|
|
|
|
861,466
|
|
|
|
|
|
861,466
|
|
|||||
Subordinated debentures/notes
|
|
80,250
|
|
|
—
|
|
|
79,503
|
|
|
—
|
|
|
79,503
|
|
|||||
Accrued interest payable – deposits
|
|
1,960
|
|
|
21
|
|
|
1,939
|
|
|
—
|
|
|
1,960
|
|
|||||
Accrued interest payable – debt/borrowings
|
|
1,499
|
|
|
8
|
|
|
1,491
|
|
|
—
|
|
|
1,499
|
|
|||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value swap
|
|
135
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
135
|
|
|
|
December 31, 2011
|
||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
||||
Financial assets:
|
|
|
|
|
||||
Cash and money market instruments
|
|
$
|
157,486
|
|
|
$
|
157,486
|
|
Investment securities
|
|
1,640,869
|
|
|
1,655,219
|
|
||
Accrued interest receivable
|
|
19,697
|
|
|
19,697
|
|
||
Mortgage loans held for sale
|
|
11,535
|
|
|
11,535
|
|
||
Impaired loans carried at fair value
|
|
87,813
|
|
|
87,813
|
|
||
Mortgage IRLCs
|
|
251
|
|
|
251
|
|
||
Other loans
|
|
4,149,056
|
|
|
4,166,973
|
|
||
Loans receivable, net
|
|
$
|
4,248,655
|
|
|
$
|
4,266,572
|
|
Assets held for sale
|
|
$
|
382,462
|
|
|
$
|
382,462
|
|
Financial liabilities:
|
|
|
|
|
||||
Non-interest bearing checking
|
|
$
|
995,733
|
|
|
$
|
995,733
|
|
Interest bearing transactions accounts
|
|
1,037,385
|
|
|
1,037,385
|
|
||
Savings
|
|
931,526
|
|
|
931,526
|
|
||
Time deposits
|
|
1,499,105
|
|
|
1,506,075
|
|
||
Other
|
|
1,365
|
|
|
1,365
|
|
||
Total deposits
|
|
$
|
4,465,114
|
|
|
$
|
4,472,084
|
|
Short-term borrowings
|
|
$
|
263,594
|
|
|
$
|
263,594
|
|
Long-term debt
|
|
823,182
|
|
|
915,274
|
|
||
Subordinated debentures/notes
|
|
75,250
|
|
|
68,601
|
|
||
Accrued interest payable
|
|
4,916
|
|
|
4,916
|
|
||
Liabilities held for sale
|
|
536,186
|
|
|
536,991
|
|
||
Derivative financial instruments:
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
846
|
|
|
$
|
846
|
|
Fair value swap
|
|
700
|
|
|
700
|
|
|
|
2012
|
|
2011
|
||||||||||||||
|
|
Tier 1
Risk-Based
|
|
Total Risk-Based
|
|
Leverage
|
|
Tier 1
Risk-Based
|
|
Total Risk-Based
|
|
Leverage
|
||||||
Park National Bank
|
|
9.28
|
%
|
|
11.17
|
%
|
|
6.43
|
%
|
|
9.52
|
%
|
|
11.46
|
%
|
|
6.58
|
%
|
Vision Bank
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
23.42
|
%
|
|
24.72
|
%
|
|
15.89
|
%
|
Park
|
|
13.12
|
%
|
|
15.77
|
%
|
|
9.17
|
%
|
|
14.15
|
%
|
|
16.65
|
%
|
|
9.81
|
%
|
|
|
|
|
|
|
To Be Adequately Capitalized
|
|
To Be Well Capitalized
|
|||||||||||||
(In thousands)
|
|
Actual Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
At December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Risk-Based Capital
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
502,680
|
|
|
11.17
|
%
|
|
$
|
359,971
|
|
|
8.00
|
%
|
|
$
|
449,964
|
|
|
10.00
|
%
|
Park
|
|
732,413
|
|
|
15.77
|
%
|
|
371,477
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 Risk-Based Capital
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
417,690
|
|
|
9.28
|
%
|
|
$
|
179,986
|
|
|
4.00
|
%
|
|
$
|
269,978
|
|
|
6.00
|
%
|
Park
|
|
609,411
|
|
|
13.12
|
%
|
|
185,739
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Leverage Ratio
(to average total assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
417,690
|
|
|
6.43
|
%
|
|
$
|
259,769
|
|
|
4.00
|
%
|
|
$
|
324,711
|
|
|
5.00
|
%
|
Park
|
|
609,411
|
|
|
9.17
|
%
|
|
265,719
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Risk-Based Capital
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
498,367
|
|
|
11.46
|
%
|
|
$
|
347,972
|
|
|
8.00
|
%
|
|
$
|
434,965
|
|
|
10.00
|
%
|
VB (1)
|
|
115,637
|
|
|
24.72
|
%
|
|
37,427
|
|
|
8.00
|
%
|
|
46,784
|
|
|
10.00
|
%
|
|||
Park
|
|
812,286
|
|
|
16.65
|
%
|
|
390,270
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 Risk-Based Capital
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
413,870
|
|
|
9.52
|
%
|
|
$
|
173,986
|
|
|
4.00
|
%
|
|
$
|
260,979
|
|
|
6.00
|
%
|
VB
|
|
109,566
|
|
|
23.42
|
%
|
|
18,714
|
|
|
4.00
|
%
|
|
28,071
|
|
|
6.00
|
%
|
|||
Park
|
|
690,419
|
|
|
14.15
|
%
|
|
195,135
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Leverage Ratio
(to average total assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PNB
|
|
$
|
413,870
|
|
|
6.58
|
%
|
|
$
|
251,691
|
|
|
4.00
|
%
|
|
$
|
314,614
|
|
|
5.00
|
%
|
VB (1)
|
|
109,566
|
|
|
15.89
|
%
|
|
27,588
|
|
|
4.00
|
%
|
|
34,485
|
|
|
5.00
|
%
|
|||
Park
|
|
690,419
|
|
|
9.81
|
%
|
|
281,506
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Park management had agreed to maintain Vision Bank’s total risk-based capital at
16.00%
and the leverage ratio at
12.00%
.
|
Operating results for the year ended December 31, 2010 (In thousands)
|
||||||||||||||||||||||||
|
|
PNB
|
|
VB
|
|
GFSC
|
|
SEPH
|
|
All Other
|
|
Total
|
||||||||||||
Net interest income
|
|
$
|
237,281
|
|
|
$
|
27,867
|
|
|
$
|
7,611
|
|
|
$
|
—
|
|
|
$
|
1,285
|
|
|
$
|
274,044
|
|
Provision for loan losses
|
|
23,474
|
|
|
61,407
|
|
|
2,199
|
|
|
—
|
|
|
—
|
|
|
87,080
|
|
||||||
Other income (loss)
|
|
80,512
|
|
|
(6,024
|
)
|
|
2
|
|
|
—
|
|
|
390
|
|
|
74,880
|
|
||||||
Other expense
|
|
144,051
|
|
|
31,623
|
|
|
2,326
|
|
|
—
|
|
|
9,107
|
|
|
187,107
|
|
||||||
Income (loss) before taxes
|
|
150,268
|
|
|
(71,187
|
)
|
|
3,088
|
|
|
—
|
|
|
(7,432
|
)
|
|
74,737
|
|
||||||
Income taxes (benefit)
|
|
47,320
|
|
|
(25,773
|
)
|
|
1,082
|
|
|
—
|
|
|
(5,993
|
)
|
|
16,636
|
|
||||||
Net income (loss)
|
|
$
|
102,948
|
|
|
$
|
(45,414
|
)
|
|
$
|
2,006
|
|
|
$
|
—
|
|
|
$
|
(1,439
|
)
|
|
$
|
58,101
|
|
Balances at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
6,495,558
|
|
|
$
|
791,945
|
|
|
$
|
43,209
|
|
|
$
|
—
|
|
|
$
|
(48,451
|
)
|
|
$
|
7,282,261
|
|
Loans
|
|
4,074,775
|
|
|
640,580
|
|
|
43,714
|
|
|
—
|
|
|
(26,384
|
)
|
|
4,732,685
|
|
||||||
Deposits
|
|
4,622,693
|
|
|
633,432
|
|
|
7,062
|
|
|
—
|
|
|
(167,767
|
)
|
|
5,095,420
|
|
(1)
|
The assets held for sale represent the loans and other assets at Vision Bank that were sold in the first quarter of 2012.
|
(2)
|
The liabilities held for sale represent the deposits and other liabilities at Vision Bank that were sold in the first quarter of 2012.
|
|
|
2012
|
||||||||||||||||||||||
(In thousands)
|
|
Net Interest Income
|
|
Depreciation Expense
|
|
Other Expense
|
|
Income Taxes
|
|
Assets
|
|
Deposits
|
||||||||||||
Totals for reportable segments
|
|
$
|
230,573
|
|
|
$
|
6,954
|
|
|
$
|
174,429
|
|
|
$
|
27,506
|
|
|
$
|
6,656,933
|
|
|
$
|
4,822,465
|
|
Elimination of intersegment items
|
|
(4,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,639
|
)
|
|
(106,433
|
)
|
||||||
Parent Co. totals - not eliminated
|
|
9,690
|
|
|
—
|
|
|
6,585
|
|
|
(1,805
|
)
|
|
21,509
|
|
|
—
|
|
||||||
Totals
|
|
$
|
235,315
|
|
|
$
|
6,954
|
|
|
$
|
181,014
|
|
|
$
|
25,701
|
|
|
$
|
6,642,803
|
|
|
$
|
4,716,032
|
|
|
|
2011
|
||||||||||||||||||||||
(In thousands)
|
|
Net Interest Income
|
|
Depreciation Expense
|
|
Other Expense
|
|
Income Taxes
|
|
Assets
|
|
Deposits
|
||||||||||||
Totals for reportable segments
|
|
$
|
271,079
|
|
|
$
|
7,583
|
|
|
$
|
173,619
|
|
|
$
|
37,430
|
|
|
$
|
7,014,353
|
|
|
$
|
4,619,691
|
|
Elimination of intersegment items
|
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,243
|
)
|
|
(154,577
|
)
|
||||||
Parent Co. totals - not eliminated
|
|
3,129
|
|
|
—
|
|
|
7,115
|
|
|
(3,015
|
)
|
|
21,135
|
|
|
—
|
|
||||||
Totals
|
|
$
|
273,234
|
|
|
$
|
7,583
|
|
|
$
|
180,734
|
|
|
$
|
34,415
|
|
|
$
|
6,972,245
|
|
|
$
|
4,465,114
|
|
|
|
2010
|
||||||||||||||||||||||
(In thousands)
|
|
Net Interest Income
|
|
Depreciation Expense
|
|
Other Expense
|
|
Income Taxes
|
|
Assets
|
|
Deposits
|
||||||||||||
Totals for reportable segments
|
|
$
|
272,759
|
|
|
$
|
7,126
|
|
|
$
|
170,874
|
|
|
$
|
22,629
|
|
|
$
|
7,330,712
|
|
|
$
|
5,263,187
|
|
Elimination of intersegment items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,876
|
)
|
|
(167,767
|
)
|
||||||
Parent Co. totals - not eliminated
|
|
1,285
|
|
|
—
|
|
|
9,107
|
|
|
(5,993
|
)
|
|
29,425
|
|
|
—
|
|
||||||
Totals
|
|
$
|
274,044
|
|
|
$
|
7,126
|
|
|
$
|
179,981
|
|
|
$
|
16,636
|
|
|
$
|
7,282,261
|
|
|
$
|
5,095,420
|
|
Balance Sheets
|
||||||||
December 31, 2012 and 2011
|
||||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Assets:
|
|
|
|
|
||||
Cash
|
|
$
|
98,726
|
|
|
$
|
134,650
|
|
Investment in subsidiaries
|
|
589,523
|
|
|
643,959
|
|
||
Debentures receivable from PNB
|
|
30,000
|
|
|
—
|
|
||
Other investments
|
|
2,133
|
|
|
2,280
|
|
||
Other assets
|
|
19,639
|
|
|
19,406
|
|
||
Total assets
|
|
$
|
740,021
|
|
|
$
|
800,295
|
|
Liabilities:
|
|
|
|
|
||||
Dividends payable
|
|
$
|
—
|
|
|
$
|
—
|
|
Subordinated notes
|
|
80,250
|
|
|
50,250
|
|
||
Other liabilities
|
|
9,405
|
|
|
7,681
|
|
||
Total liabilities
|
|
89,655
|
|
|
57,931
|
|
||
Total shareholders’ equity
|
|
650,366
|
|
|
742,364
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
740,021
|
|
|
$
|
800,295
|
|
Statements of Cash Flows
|
||||||||||||
for the years ended December 31, 2012, 2011 and 2010
|
||||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
78,630
|
|
|
$
|
82,140
|
|
|
$
|
58,101
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Undistributed losses of subsidiaries
|
|
118,566
|
|
|
21,265
|
|
|
20,460
|
|
|||
Decrease in other assets
|
|
5,748
|
|
|
8,268
|
|
|
7,344
|
|
|||
Increase (decrease) in other liabilities
|
|
1,724
|
|
|
(7,875
|
)
|
|
(3,763
|
)
|
|||
Net cash provided by operating activities
|
|
204,668
|
|
|
103,798
|
|
|
82,142
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchase of investment securities
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|||
Capital contribution to subsidiary
|
|
(45,000
|
)
|
|
(36,000
|
)
|
|
(52,000
|
)
|
|||
Purchase of debentures receivable from subsidiaries
|
|
(115,000
|
)
|
|
(30,000
|
)
|
|
—
|
|
|||
Repayment of debentures receivable from subsidiaries
|
|
52,000
|
|
|
—
|
|
|
2,500
|
|
|||
Net cash provided by (used in) investing activities
|
|
(108,000
|
)
|
|
(66,250
|
)
|
|
(49,500
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(60,154
|
)
|
|
(62,907
|
)
|
|
(62,076
|
)
|
|||
Proceeds from issuance of common shares and warrants
|
|
407
|
|
|
—
|
|
|
33,541
|
|
|||
Payment to repurchase warrants
|
|
(2,843
|
)
|
|
—
|
|
|
—
|
|
|||
Payment to repurchase preferred shares
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of subordinated notes
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|||
Cash payment for fractional shares
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Net cash used in financing activities
|
|
(132,592
|
)
|
|
(62,909
|
)
|
|
(28,539
|
)
|
|||
(Decrease) increase in cash
|
|
(35,924
|
)
|
|
(25,361
|
)
|
|
4,103
|
|
|||
Cash at beginning of year
|
|
134,650
|
|
|
160,011
|
|
|
155,908
|
|
|||
Cash at end of year
|
|
$
|
98,726
|
|
|
$
|
134,650
|
|
|
$
|
160,011
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Formation
|
|
|
|
|
|
The Park National Bank (“PNB”)
|
|
United States (federally-chartered national banking association)
|
|
|
|
|
|
•
|
Park Investments, Inc. (NOTE: is a wholly-owned subsidiary of PNB)
|
|
Delaware
|
|
|
|
|
•
|
Scope Leasing, Inc. (NOTE: is a wholly-owned subsidiary of PNB) [Also does business under “Scope Aircraft Finance”]
|
|
Ohio
|
|
|
|
|
•
|
River Park Properties, LLC (NOTE: is a wholly-owned subsidiary of PNB)
|
|
Ohio
|
|
|
|
|
•
|
Park Title Agency, LLC. (NOTE: PNB holds 49% of ownership interest and other member, which is not a subsidiary of Park National Corporation, holds 51% of ownership interest)
|
|
Ohio
|
|
|
|
|
•
|
The following are the divisions of PNB:
|
|
|
|
|
|
|
|
∗ Fairfield National Bank (also sometimes known as “Fairfield National Division”)
|
|
n/a
|
|
|
|
|
|
∗ The Park National Bank of Southwest Ohio & Northern Kentucky
|
|
n/a
|
|
|
|
|
|
∗ Century National Bank
|
|
n/a
|
|
|
|
|
|
∗ Second National Bank
|
|
n/a
|
|
|
|
|
|
∗ Richland Bank (also sometimes known as “The Richland Trust Company”
|
|
n/a
|
|
|
|
|
|
∗ United Bank, N.A.
|
|
n/a
|
|
|
|
|
|
∗ First-Knox National Bank (also sometimes known as “The First-Knox National Bank of Mount Vernon”)
|
|
n/a
|
|
|
|
|
|
∗ Farmers Bank (also sometimes known as “Farmers and Savings”)
|
|
n/a
|
|
|
|
|
|
∗ Security National Bank (also sometimes known as “The Security National Bank and Trust Co.” or “Security National Bank & Trust Company”)
|
|
n/a
|
|
|
|
|
|
∗ Unity National Bank
|
|
n/a
|
|
|
|
|
Guardian Financial Services Company [Also does business under “Guardian Finance Company”]
|
|
Ohio
|
|
|
|
|
|
Park Capital Investments, Inc. (“Park Capital”)
|
|
Delaware
|
|
|
|
|
|
•
|
Park National Capital LLC (NOTE: members are Park Capital and PNB)
|
|
Delaware
|
|
|
|
|
•
|
Security National Capital LLC (NOTE: members are Park Capital and PNB)
|
|
Delaware
|
|
|
|
|
•
|
First-Knox National Capital LLC (NOTE: members are Park Capital and PNB)
|
|
Delaware
|
|
|
|
|
•
|
Century National Capital LLC (NOTE: members are Park Capital and PNB)
|
|
Delaware
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Formation
|
|
|
|
|
|
SE Property Holdings, LLC
|
|
Ohio
|
|
|
|
|
|
•
|
Vision-Park Properties, L.L.C. (NOTE: SE Property Holdings, LLC is sole member)
|
|
Florida
|
|
|
|
|
Vision Bancshares Trust I (NOTE: Park holds all of the common securities as successor Depositor; floating rate preferred securities are held by institutional investors)
|
|
Delaware
|
/s/ C. Daniel DeLawder
|
C. Daniel DeLawder
|
/s/ David L. Trautman
|
David L. Trautman
|
/s/ Brady T. Burt
|
Brady T. Burt
|
/s/ Matthew R. Miller
|
Matthew R. Miller
|
/s/ Maureen Buchwald
|
Maureen Buchwald
|
/s/ Harry O. Egger
|
Harry O. Egger
|
/s/ F. William Englefield IV
|
F. William Englefield IV
|
/s/ Stephen J. Kambeitz
|
Stephen J. Kambeitz
|
/s/ William T. McConnell
|
William T. McConnell
|
/s/ Timothy S. McLain
|
Timothy S. McLain
|
/s/ John J. O'Neill
|
John J. O'Neill
|
/s/ Rick R. Taylor
|
Rick R. Taylor
|
/s/ Sarah Reese Wallace
|
Sarah Reese Wallace
|
/s/ Leon Zazworsky
|
Leon Zazworsky
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2012, of Park National Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 26, 2013
|
By:
|
/s/ C. Daniel DeLawder
|
|
|
|
|
Printed Name: C. Daniel DeLawder
|
|
|
|
|
|
Title: Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2012, of Park National Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 26, 2013
|
By:
|
/s/ Brady T. Burt
|
|
|
|
|
Printed Name: Brady T. Burt
|
|
|
|
|
|
Title: Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.
|
/s/ C. Daniel DeLawder
|
|
/s/ Brady T. Burt
|
C. Daniel DeLawder
|
|
Brady T. Burt
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
Dated: February 26, 2013
|
|
Dated: February 26, 2013
|
|
(i)
|
The compensation committee of Park has discussed, reviewed, and evaluated with senior risk officers, as defined in the regulations and guidance established under Section 111 of the Emergency Economic Stabilization Act of 2008 (as amended, “EESA”), at least every six months during any part of the most recently completed fiscal year that was a TARP period, as defined in the regulations and guidance established under Section 111 of EESA (which for Park was January 1, 2012 through April 25, 2012, and is referred to herein as the “2012 TARP Period,” because Park repaid TARP funds as of April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP), the senior executive officer (“SEO”) compensation plans and employee compensation plans, each as defined in the regulations and guidance established under Section 111 of EESA, and the risks these plans pose to Park;
|
|
|
(ii)
|
The compensation committee of Park has identified and limited during the 2012 TARP Period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Park and has identified any features of the employee compensation plans that pose risks to Park and has limited those features to ensure that Park is not unnecessarily exposed to risks;
|
|
|
(iii)
|
The compensation committee of Park has reviewed, at least every six months during the 2012 TARP Period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Park to enhance the compensation of an employee, and has limited any such features;
|
|
|
(iv)
|
The compensation committee of Park will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above;
|
|
|
(v)
|
The compensation committee of Park will provide a narrative description of how it limited during the 2012 TARP Period the features in:
|
|
|
|
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Park;
|
|
|
|
(B) Employee compensation plans that unnecessarily expose Park to risks; and
|
|
|
|
(C) Employee compensation plans that could encourage the manipulation of reported earnings of Park to enhance the compensation of an employee;
|
|
|
(vi)
|
Park has required that bonus payments, as defined in the regulations and guidance established under Section 111 of EESA, to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA, be subject to a recovery or “clawback” provision during the 2012 TARP Period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;
|
|
|
(vii)
|
Park has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the 2012 TARP Period;
|
|
|
(viii)
|
Park has limited bonus payments to its applicable employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the 2012 TARP Period;
|
|
|
(ix)
|
Park and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the 2012 TARP Period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
|
|
|
(x)
|
In its proxy statement for its 2012 Annual Meeting of Shareholders, Park included a non-binding shareholder resolution in accordance with Section 111 of EESA and in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during 2011; and since Park repaid TARP funds on April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP, Park will include in its proxy statement for its 2013 Annual Meeting of Shareholders a non-binding shareholder resolution in accordance with Section 14A of the Securities Exchange Act of 1934, which was added pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during 2012 including the 2012 TARP Period;
|
|
|
(xi)
|
Park will disclose the amount, nature, and justification for the offering, during the 2012 TARP Period, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
|
|
|
(xii)
|
Park will disclose whether Park, the board of directors of Park or the compensation committee of Park has engaged during the 2012 TARP Period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during the 2012 TARP Period;
|
|
|
(xiii)
|
Park has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the 2012 TARP Period;
|
|
|
(xiv)
|
Park has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Park and Treasury, including any amendments;
|
|
|
(xv)
|
Since Park repaid TARP funds as of April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP, Park's TARP Period ended on April 25, 2012; and Park is not compiling a list of the SEOs and the twenty next most highly compensated employees for 2013; and
|
|
|
(xvi)
|
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (
See
, for example 18 U.S.C. 1001).
|
Date: February 26, 2013
|
|
/s/ C. Daniel DeLawder
|
|
|
C. Daniel DeLawder
|
|
|
Chairman of the Board and
|
|
|
Chief Executive Officer of
|
|
|
Park National Corporation
|
(i)
|
The compensation committee of Park has discussed, reviewed, and evaluated with senior risk officers, as defined in the regulations and guidance established under Section 111 of the Emergency Economic Stabilization Act of 2008 (as amended, “EESA”), at least every six months during any part of the most recently completed fiscal year that was a TARP period, as defined in the regulations and guidance established under Section 111 of EESA (which for Park was January 1, 2012 through April 25, 2012, and is referred to herein as the “2012 TARP Period,” because Park repaid TARP funds as of April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP), the senior executive officer (“SEO”) compensation plans and employee compensation plans, each as defined in the regulations and guidance established under Section 111 of EESA, and the risks these plans pose to Park;
|
|
|
(ii)
|
The compensation committee of Park has identified and limited during the 2012 TARP Period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Park and has identified any features of the employee compensation plans that pose risks to Park and has limited those features to ensure that Park is not unnecessarily exposed to risks;
|
|
|
(iii)
|
The compensation committee of Park has reviewed, at least every six months during the 2012 TARP Period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Park to enhance the compensation of an employee, and has limited any such features;
|
|
|
(iv)
|
The compensation committee of Park will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above;
|
|
|
(v)
|
The compensation committee of Park will provide a narrative description of how it limited during the 2012 TARP Period the features in:
|
|
|
|
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Park;
|
|
|
|
(B) Employee compensation plans that unnecessarily expose Park to risks; and
|
|
|
|
(C) Employee compensation plans that could encourage the manipulation of reported earnings of Park to enhance the compensation of an employee;
|
|
|
(vi)
|
Park has required that bonus payments, as defined in the regulations and guidance established under Section 111 of EESA, to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA, be subject to a recovery or “clawback” provision during the 2012 TARP Period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;
|
|
|
(vii)
|
Park has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the 2012 TARP Period;
|
|
|
(viii)
|
Park has limited bonus payments to its applicable employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the 2012 TARP Period;
|
|
|
(ix)
|
Park and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the 2012 TARP Period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
|
|
|
(x)
|
In its proxy statement for its 2012 Annual Meeting of Shareholders, Park included a non-binding shareholder resolution in accordance with Section 111 of EESA and in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during 2011; and since Park repaid TARP funds on April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP, Park will include in its proxy statement for its 2013 Annual Meeting of Shareholders a non-binding shareholder resolution in accordance with Section 14A of the Securities Exchange Act of 1934, which was added pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during 2012 including the 2012 TARP Period;
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(xi)
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Park will disclose the amount, nature, and justification for the offering, during the 2012 TARP Period, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
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(xii)
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Park will disclose whether Park, the board of directors of Park or the compensation committee of Park has engaged during the 2012 TARP Period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during the 2012 TARP Period;
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(xiii)
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Park has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the 2012 TARP Period;
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(xiv)
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Park has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Park and Treasury, including any amendments;
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(xv)
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Since Park repaid TARP funds as of April 25, 2012 and has no outstanding obligations arising from financial assistance received under TARP, Park's TARP Period ended on April 25, 2012; and Park is not compiling a list of the SEOs and the twenty next most highly compensated employees for 2013; and
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(xvi)
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I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (
See
, for example 18 U.S.C. 1001).
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Date: February 26, 2013
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/s/ Brady T. Burt
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Brady T. Burt
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Chief Financial Officer of
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Park National Corporation
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