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EX-31.1 - SECTION 302 CEO CERTIFICATION - FULTON FINANCIAL CORPfult33116-exhibit311.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - FULTON FINANCIAL CORPfult33116-exhibit322.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - FULTON FINANCIAL CORPfult33116-exhibit312.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - FULTON FINANCIAL CORPfult33116-exhibit321.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20459 

FORM 10-Q

(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016, or

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

For the transition period from              to              

Commission File No. 0-10587
FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
PENNSYLVANIA
 
23-2195389
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania
 
17604
(Address of principal executive offices)
 
(Zip Code)

(717) 291-2411
(Registrant’s telephone number, including area code)
 
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $2.50 Par Value –173,466,000 shares outstanding as of April 29, 2016.

1



FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2016
INDEX
 
Description
Page
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
(a)
 
 
 
(b)
 
 
 
(c)
 
 
 
(d)
 
 
 
(e)
 
 
 
(f)
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 4. Mine Safety Disclosures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2





Item 1. Financial Statements
 

CONSOLIDATED BALANCE SHEETS 
 
(in thousands, except per-share data)
 
March 31,
2016
 
December 31,
2015
 
(unaudited)
 
ASSETS
 
 
 
Cash and due from banks
$
83,479

 
$
101,120

Interest-bearing deposits with other banks
346,582

 
230,300

Federal Reserve Bank and Federal Home Loan Bank stock
61,478

 
62,216

Loans held for sale
19,719

 
16,886

Available for sale investment securities
2,516,205

 
2,484,773

Loans, net of unearned income
13,870,701

 
13,838,602

Less: Allowance for loan losses
(163,841
)
 
(169,054
)
Net Loans
13,706,860

 
13,669,548

Premises and equipment
228,057

 
225,535

Accrued interest receivable
44,379

 
42,767

Goodwill and intangible assets
531,556

 
531,556

Other assets
583,939

 
550,017

Total Assets
$
18,122,254

 
$
17,914,718

LIABILITIES
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
4,134,861

 
$
3,948,114

Interest-bearing
10,269,419

 
10,184,203

Total Deposits
14,404,280

 
14,132,317

Short-term borrowings:
 
 
 
Federal funds purchased
32,645

 
197,235

Other short-term borrowings
320,238

 
300,428

Total Short-Term Borrowings
352,883

 
497,663

Accrued interest payable
13,567

 
10,724

Other liabilities
312,561

 
282,578

Federal Home Loan Bank advances and long-term debt
965,654

 
949,542

Total Liabilities
16,048,945

 
15,872,824

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $2.50 par value, 600 million shares authorized, 218.9 million shares issued in 2016 and 2015
547,262

 
547,141

Additional paid-in capital
1,452,471

 
1,450,690

Retained earnings
664,236

 
641,588

Accumulated other comprehensive loss
(5,137
)
 
(22,017
)
Treasury stock, at cost, 45.5 million shares in 2016 and 44.7 million shares in 2015
(585,523
)
 
(575,508
)
Total Shareholders’ Equity
2,073,309

 
2,041,894

Total Liabilities and Shareholders’ Equity
$
18,122,254

 
$
17,914,718

 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 

3



CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(in thousands, except per-share data)
Three months ended March 31
 
2016
 
2015
INTEREST INCOME
 
 
 
Loans, including fees
$
134,079

 
$
129,777

Investment securities:
 
 
 
Taxable
12,003

 
11,282

Tax-exempt
2,040

 
2,087

Dividends
160

 
348

Loans held for sale
131

 
173

Other interest income
898

 
2,105

Total Interest Income
149,311

 
145,772

INTEREST EXPENSE
 
 
 
Deposits
10,727

 
9,823

Short-term borrowings
268

 
77

Long-term debt
9,262

 
12,291

Total Interest Expense
20,257

 
22,191

Net Interest Income
129,054

 
123,581

Provision for credit losses
1,530

 
(3,700
)
Net Interest Income After Provision for Credit Losses
127,524

 
127,281

NON-INTEREST INCOME
 
 
 
Service charges on deposit accounts
12,558

 
11,569

Investment management and trust services
10,988

 
10,889

Other service charges and fees
10,750

 
9,363

Mortgage banking income
4,030

 
4,688

Net gains on sales of investment securities
947

 
4,145

Other
3,864

 
4,083

Total Non-Interest Income
43,137

 
44,737

NON-INTEREST EXPENSE
 
 
 
Salaries and employee benefits
69,372

 
64,990

Net occupancy expense
12,220

 
13,692

Other outside services
6,056

 
5,750

Data processing
5,400

 
4,768

Software
3,921

 
3,318

Equipment expense
3,371

 
3,958

FDIC insurance expense
2,949

 
2,822

Supplies and postage
2,579

 
2,369

Professional fees
2,333

 
2,871

Marketing
1,624

 
1,233

Telecommunications
1,488

 
1,716

Other real estate owned and repossession expense
638

 
1,362

Operating risk loss
540

 
827

Intangible amortization

 
130

Other
7,922

 
8,672

Total Non-Interest Expense
120,413

 
118,478

Income Before Income Taxes
50,248

 
53,540

Income taxes
11,991

 
13,504

Net Income
$
38,257

 
$
40,036

 
 
 
 
PER SHARE:
 
 
 
Net Income (Basic)
$
0.22

 
$
0.22

Net Income (Diluted)
0.22

 
0.22

Cash Dividends
0.09

 
0.09

See Notes to Consolidated Financial Statements
 
 
 

4




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(in thousands)
 
Three months ended March 31
 
2016
 
2015
 
 
Net Income
$
38,257

 
$
40,036

Other Comprehensive Income, net of tax:
 
 
 
Unrealized gain on securities
17,026

 
9,992

Reclassification adjustment for securities gains included in net income
(616
)
 
(2,695
)
Non-credit related unrealized gain on other-than-temporarily impaired debt securities

 
125

Amortization of unrealized loss on derivative financial instruments
4

 
34

Amortization of net unrecognized pension and postretirement items
466

 
466

Other Comprehensive Income
16,880

 
7,922

Total Comprehensive Income
$
55,137

 
$
47,958

 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 


5




CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2016 AND 2015
 
(in thousands, except per-share data)
 
Common Stock
 
 
 
Retained
Earnings
 
 
 
Treasury
Stock
 
Total
 
Shares
Outstanding
 
Amount
 
Additional Paid-in
Capital
 
Accumulated
Other Comprehensive
Income (Loss)
 
 
 
Balance at December 31, 2015
174,176

 
$
547,141

 
$
1,450,690

 
$
641,588

 
$
(22,017
)
 
$
(575,508
)
 
$
2,041,894

Net income

 

 

 
38,257

 

 

 
38,257

Other comprehensive income

 

 

 

 
16,880

 

 
16,880

Stock issued, including related tax benefits
134

 
121

 
345

 

 

 
1,181

 
1,647

Stock-based compensation awards

 

 
1,436

 

 

 

 
1,436

Acquisition of treasury stock
(917
)
 
 
 
 
 
 
 
 
 
(11,196
)
 
(11,196
)
Common stock cash dividends - $0.09 per share

 

 

 
(15,609
)
 

 

 
(15,609
)
Balance at March 31, 2016
173,393

 
$
547,262

 
$
1,452,471

 
$
664,236

 
$
(5,137
)
 
$
(585,523
)
 
$
2,073,309

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
178,924

 
$
545,555

 
$
1,420,523

 
$
558,810

 
$
(17,722
)
 
$
(510,501
)
 
$
1,996,665

Net income

 

 

 
40,036

 

 

 
40,036

Other comprehensive income

 

 

 

 
7,922

 

 
7,922

Stock issued, including related tax benefits
174

 
179

 
418

 

 

 
1,344

 
1,941

Stock-based compensation awards

 

 
1,071

 

 

 

 
1,071

Common stock cash dividends - $0.09 per share

 

 

 
(16,122
)
 

 

 
(16,122
)
Balance at March 31, 2015
179,098

 
$
545,734

 
$
1,422,012

 
$
582,724

 
$
(9,800
)
 
$
(509,157
)
 
$
2,031,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 

6



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(in thousands)
 
Three months ended March 31
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
38,257

 
$
40,036

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
1,530

 
(3,700
)
Depreciation and amortization of premises and equipment
6,949

 
7,361

Net amortization of investment securities premiums
2,055

 
1,431

Investment securities gains, net
(947
)
 
(4,145
)
Gain on sales of mortgage loans held for sale
(2,670
)
 
(3,533
)
Proceeds from sales of mortgage loans held for sale
114,255

 
171,051

Originations of mortgage loans held for sale
(114,418
)
 
(184,120
)
Amortization of intangible assets

 
130

Amortization of issuance costs on long-term debt
154

 
147

Stock-based compensation
1,436

 
1,071

Excess tax benefits from stock-based compensation
(10
)
 
(15
)
Increase in accrued interest receivable
(1,612
)
 
(398
)
(Increase) decrease in other assets
(4,469
)
 
3,794

Increase in accrued interest payable
2,843

 
312

(Decrease) increase in other liabilities
(9,245
)
 
1,234

Total adjustments
(4,149
)
 
(9,380
)
Net cash provided by operating activities
34,108

 
30,656

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from sales of securities available for sale
46,541

 
11,567

Proceeds from maturities of securities available for sale
117,221

 
105,647

Purchase of securities available for sale
(169,436
)
 
(37,142
)
Increase in short-term investments
(115,544
)
 
(280,584
)
Net increase in loans
(38,976
)
 
(6,362
)
Net purchases of premises and equipment
(9,471
)
 
(7,575
)
Net cash used in investing activities
(169,665
)
 
(214,449
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net increase in demand and savings deposits
269,899

 
171,022

Net increase (decrease) in time deposits
2,064

 
(24,031
)
(Decrease) increase in short-term borrowings
(144,780
)
 
80,386

Additions to long-term debt
16,000

 

Repayments of long-term debt
(42
)
 
(45,043
)
Net proceeds from issuance of common stock
1,637

 
1,926

Excess tax benefits from stock-based compensation
10

 
15

Dividends paid
(15,676
)
 
(14,314
)
Acquisition of treasury stock
(11,196
)
 

Net cash provided by financing activities
117,916

 
169,961

Net Decrease in Cash and Due From Banks
(17,641
)
 
(13,832
)
Cash and Due From Banks at Beginning of Period
101,120

 
105,702

Cash and Due From Banks at End of Period
$
83,479

 
$
91,870

Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
17,414

 
$
21,879

Income taxes
3,972

 
146

See Notes to Consolidated Financial Statements
 
 
 
 

7



FULTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the "Corporation") have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the Securities and Exchange Commission ("SEC").

Recently Adopted Accounting Standards

The Corporation adopted FASB ASC Update 2015-02, "Consolidation: Amendments to the Consolidation Analysis" effective January 1, 2016. ASC Update 2015-02 changed the way reporting enterprises evaluate whether: (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. ASC Update 2015-02 was effective for public business entities' annual and interim reporting periods that began after December 15, 2015, with earlier adoption permitted. The adoption of ASC Update 2015-02 did not have a material impact on the Corporation's consolidated financial statements.

Effective January 1, 2016, the Corporation adopted FASB ASC Update 2015-03, "Interest - Imputation of Interest" and the updated ASC Update 2015-03 with the issuance of ASC Update 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASC Update 2015-03 simplifies the presentation of debt issuances costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. Previously under U.S. GAAP, debt issuance costs were reported on the balance sheet as assets. The costs will continue to be amortized to interest expense using the effective interest method. ASC Update 2015-03 was effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted. The adoption of ASC Update 2015-03 did not have a material impact on the Corporation's consolidated financial statements.

The Corporation prospectively adopted FASB issued ASC Update 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" effective January 1, 2016. ASC Update 2015-05 provides explicit guidance to determine when a customer's fees paid in a cloud computing arrangement is for the acquisition of software licenses, services, or both. ASC Update 2015-05 was effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted. The adoption of ASC Update 2015-05 did not have a material impact on the Corporation's consolidated financial statements.

Recently Issued Accounting Standards

In May 2014, the FASB issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements.


8



In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-01 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update states that a lessee should recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged. The standards update also requires expanded qualitative and quantitative disclosures. For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2017 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-09 on its consolidated financial statements.

Reclassifications

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

NOTE 2 – Net Income Per Share

Basic net income per share is calculated as net income divided by the weighted average number of shares outstanding.

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

A reconciliation of weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:
 
Three months ended March 31
 
2016
 
2015
 
(in thousands)
Weighted average shares outstanding (basic)
173,331

 
178,471

Impact of common stock equivalents
1,085

 
986

Weighted average shares outstanding (diluted)
174,416

 
179,457

For the three months ended March 31, 2016 and 2015, 885,000 and 2.1 million stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive.

9



NOTE 3 – Accumulated Other Comprehensive Income
The following table presents changes in other comprehensive income: 
 
Before-Tax Amount
 
Tax Effect
 
Net of Tax Amount
 
(in thousands)
Three months ended March 31, 2016
 
 
 
 
 
Unrealized gain on securities
$
26,193

 
$
(9,167
)
 
$
17,026

Reclassification adjustment for securities gains included in net income (1)
(947
)
 
331

 
(616
)
Amortization of unrealized loss on derivative financial instruments (2)
6

 
(2
)
 
4

Amortization of net unrecognized pension and postretirement items (3)
717

 
(251
)
 
466

Total Other Comprehensive Income
$
25,969

 
$
(9,089
)
 
$
16,880

Three months ended March 31, 2015
 
 
 
 
 
Unrealized gain on securities
$
15,371

 
$
(5,379
)
 
$
9,992

Reclassification adjustment for securities gains included in net income (1)
(4,145
)
 
1,450

 
(2,695
)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities
192

 
(67
)
 
125

Amortization of unrealized loss on derivative financial instruments(2)
52

 
(18
)
 
34

Amortization of net unrecognized pension and postretirement items (3)
717

 
(251
)
 
466

Total Other Comprehensive Income
$
12,187

 
$
(4,265
)
 
$
7,922

 
 
 
 
 
 

(1)
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.
(2)
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Interest expense" on the consolidated statements of income.
(3)
Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.
The following table presents changes in each component of accumulated other comprehensive income, net of tax: 
 
Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
 
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
 
Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps
 
Unrecognized Pension and Postretirement Plan Income (Costs)
 
Total
 
(in thousands)
Three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
(6,499
)
 
$
458

 
$
(15
)
 
$
(15,961
)
 
$
(22,017
)
Other comprehensive income before reclassifications
17,026

 

 

 

 
17,026

Amounts reclassified from accumulated other comprehensive income (loss)
(616
)
 

 
4

 
466

 
(146
)
Balance at March 31, 2016
$
9,911

 
$
458

 
$
(11
)
 
$
(15,495
)
 
$
(5,137
)
Three months ended March 31, 2015

 

 
 
 

 

Balance at December 31, 2014
$
5,980

 
$
1,349

 
$
(2,546
)
 
$
(22,505
)
 
$
(17,722
)
Other comprehensive income before reclassifications
9,992


125

 

 

 
10,117

Amounts reclassified from accumulated other comprehensive income (loss)
(1,661
)
 
(1,034
)
 
34

 
466

 
(2,195
)
Balance at March 31, 2015
$
14,311

 
$
440

 
$
(2,512
)
 
$
(22,039
)
 
$
(9,800
)


10



NOTE 4 – Investment Securities
The following table presents the amortized cost and estimated fair values of investment securities, which were all classified as available for sale:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
 
(in thousands)
March 31, 2016
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
25,149

 
$
24

 
$

 
$
25,173

State and municipal securities
307,038

 
7,025

 
(53
)
 
314,010

Corporate debt securities
95,389

 
2,773

 
(8,276
)
 
89,886

Collateralized mortgage obligations
782,018

 
5,322

 
(5,265
)
 
782,075

Mortgage-backed securities
1,169,552

 
19,454

 
(338
)
 
1,188,668

Auction rate securities
106,871

 

 
(9,545
)
 
97,326

   Total debt securities
2,486,017

 
34,598

 
(23,477
)
 
2,497,138

Equity securities
14,228

 
4,852

 
(13
)
 
19,067

   Total
$
2,500,245

 
$
39,450

 
$
(23,490
)
 
$
2,516,205

 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
 
(in thousands)
December 31, 2015
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
25,154

 
$
35

 
$
(53
)
 
$
25,136

State and municipal securities
256,746

 
6,019

 

 
262,765

Corporate debt securities
100,336

 
2,695

 
(6,076
)
 
96,955

Collateralized mortgage obligations
835,439

 
3,042

 
(16,972
)
 
821,509

Mortgage-backed securities
1,154,935

 
10,104

 
(6,204
)
 
1,158,835

Auction rate securities
106,772

 

 
(8,713
)
 
98,059

   Total debt securities
2,479,382

 
21,895

 
(38,018
)
 
2,463,259

Equity securities
$
14,677

 
$
6,845

 
$
(8
)
 
$
21,514

   Total
2,494,059

 
28,740

 
(38,026
)
 
2,484,773

Securities carried at $1.6 billion as of March 31, 2016 and $1.7 billion as of December 31, 2015 were pledged as collateral to secure public and trust deposits and customer repurchase agreements.
Equity securities include common stocks of financial institutions (estimated fair value of $18.2 million at March 31, 2016 and $20.6 million at December 31, 2015) and other equity investments (estimated fair value of $892,000 at March 31, 2016 and $914,000 at December 31, 2015).
As of March 31, 2016, the financial institutions stock portfolio had a cost basis of $13.4 million and an estimated fair value of $18.2 million, including an investment in a single financial institution with a cost basis of $7.4 million and an estimated fair value of $9.1 million. The estimated fair value of this investment accounted for 50.3% of the estimated fair value of the Corporation's investments in the common stocks of publicly traded financial institutions. No other investment in a single financial institution in the financial institutions stock portfolio exceeded 10% of the portfolio's estimated fair value.

11



The amortized cost and estimated fair values of debt securities as of March 31, 2016, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
Amortized
Cost
 
Estimated
Fair Value
 
(in thousands)
Due in one year or less
 
$
64,096

 
$
64,475

Due from one year to five years
 
89,237

 
91,302

Due from five years to ten years
 
92,154

 
95,021

Due after ten years
 
288,960

 
275,597

 
 
534,447

 
526,395

Collateralized mortgage obligations
 
782,018

 
782,075

Mortgage-backed securities
 
1,169,552

 
1,188,668

  Total debt securities
 
$
2,486,017

 
$
2,497,138

The following table presents information related to the gross realized gains on the sales of equity and debt securities:
 
Gross
Realized
Gains
 
Gross
Realized
Losses
 
Net Gains (Losses)
Three months ended March 31, 2016
(in thousands)
Equity securities
$
733

 
$

 
$
733

Debt securities
214

 

 
214

Total
$
947

 
$

 
$
947

Three months ended March 31, 2015
 
 
 
 
 
Equity securities
$
1,970

 
$

 
$
1,970

Debt securities
2,175

 

 
2,175

Total
$
4,145

 
$

 
$
4,145


The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at March 31, 2016 and 2015:
 
Three months ended March 31
 
2016
 
2015
 
(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period
$
(11,510
)
 
$
(16,242
)
Reductions for securities sold during the period

 
3,938

Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security

 
2

Balance of cumulative credit losses on debt securities, end of period
$
(11,510
)
 
$
(12,302
)

12



The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2016:
 
Less than 12 months
 
12 months or longer
 
Total
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
(in thousands)
State and municipal securities
$
17,961

 
$
(53
)
 
$

 
$

 
$
17,961

 
$
(53
)
Corporate debt securities

 

 
30,762

 
(8,276
)
 
30,762

 
(8,276
)
Collateralized mortgage obligations
21,078

 
(87
)
 
461,807

 
(5,178
)
 
482,885

 
(5,265
)
Mortgage-backed securities
98,180

 
(175
)
 
30,243

 
(163
)
 
128,423

 
(338
)
Auction rate securities

 

 
97,326

 
(9,545
)
 
97,326

 
(9,545
)
Total debt securities
137,219

 
(315
)
 
620,138

 
(23,162
)
 
757,357

 
(23,477
)
Equity securities
50

 
(3
)
 
12

 
(10
)
 
62

 
(13
)
 
$
137,269

 
$
(318
)
 
$
620,150

 
$
(23,172
)
 
$
757,419

 
$
(23,490
)
The Corporation’s collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the decline in market value of these securities is attributable to changes in interest rates and not credit quality, and because the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, the Corporation does not consider these investments to be other-than-temporarily impaired as of March 31, 2016.
As of March 31, 2016, all of the auction rate securities (auction rate certificates, or "ARCs"), were rated above investment grade, with approximately $5.5 million, or 6%, "AAA" rated and $91.8 million, or 94%, "AA" rated. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. As of March 31, 2016, all ARCs were current and making scheduled interest payments. Based on management’s evaluations, ARCs with an estimated fair value of $97.3 million were not subject to any other-than-temporary impairment charges as of March 31, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.
For its investments in equity securities, particularly its investments in stocks of financial institutions, management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Based on that evaluation and the Corporation’s ability and intent to hold those investments for a reasonable period of time sufficient for a recovery of fair value, the Corporation does not consider those investments with unrealized holding losses as of March 31, 2016 to be other-than-temporarily impaired.
The majority of the Corporation's available for sale corporate debt securities are issued by financial institutions. The following table presents the amortized cost and estimated fair value of corporate debt securities:
 
March 31, 2016
 
December 31, 2015
 
Amortized
cost
 
Estimated
fair value
 
Amortized
cost
 
Estimated
fair value
 
(in thousands)
Single-issuer trust preferred securities
$
43,673

 
$
35,851

 
$
44,648

 
$
39,106

Subordinated debt
47,681

 
49,294

 
51,653

 
53,108

Pooled trust preferred securities

 
706

 

 
706

Corporate debt securities issued by financial institutions
91,354

 
85,851

 
96,301

 
92,920

Other corporate debt securities
4,035

 
4,035

 
4,035

 
4,035

Available for sale corporate debt securities
$
95,389

 
$
89,886

 
$
100,336

 
$
96,955


Single-issuer trust preferred securities had an unrealized loss of $7.8 million at March 31, 2016. Six of the 19 single-issuer trust preferred securities were rated below investment grade by at least one ratings agency, with an amortized cost of $11.5 million and an estimated fair value of $9.0 million at March 31, 2016. All of the single-issuer trust preferred securities rated below investment grade were rated "BB" or "Ba". Two single-issuer trust preferred securities with an amortized cost of $3.7 million and an estimated fair value of $2.4 million at March 31, 2016 were not rated by any ratings agency.

13



Based on management’s evaluations, corporate debt securities with a fair value of $89.9 million were not subject to any other-than-temporary impairment charges as of March 31, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

NOTE 5 – Loans and Allowance for Credit Losses

Loans, Net of Unearned Income
Loans, net of unearned income are summarized as follows:
 
March 31,
2016
 
December 31, 2015
 
(in thousands)
Real-estate - commercial mortgage
$
5,558,108

 
$
5,462,330

Commercial - industrial, financial and agricultural
4,035,333

 
4,088,962

Real-estate - home equity
1,659,481

 
1,684,439

Real-estate - residential mortgage
1,377,459

 
1,376,160

Real-estate - construction
810,872

 
799,988

Consumer
263,221

 
268,588

Leasing and other
179,765

 
170,914

Overdrafts
2,379

 
2,737

Loans, gross of unearned income
13,886,618

 
13,854,118

Unearned income
(15,917
)
 
(15,516
)
Loans, net of unearned income
$
13,870,701

 
$
13,838,602


Allowance for Credit Losses
The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheets. The allowance for credit losses is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries.

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

The Corporation segments its loan portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, Net of Unearned Income," above. Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. Commercial loans include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments include direct consumer installment loans and indirect automobile loans.

The following table presents the components of the allowance for credit losses:
 
March 31,
2016
 
December 31,
2015
 
(in thousands)
Allowance for loan losses
$
163,841

 
$
169,054

Reserve for unfunded lending commitments
2,224

 
2,358

Allowance for credit losses
$
166,065

 
$
171,412




14



The following table presents the activity in the allowance for credit losses:
 
Three months ended March 31
 
2016
 
2015
 
(in thousands)
Balance at beginning of period
$
171,412

 
$
185,931

Loans charged off
(11,155
)
 
(5,764
)
Recoveries of loans previously charged off
4,278

 
3,191

Net loans charged off
(6,877
)
 
(2,573
)
Provision for credit losses
1,530

 
(3,700
)
Balance at end of period
$
166,065

 
$
179,658


The following table presents the activity in the allowance for loan losses by portfolio segment:
 
Real Estate -
Commercial
Mortgage
 
Commercial -
Industrial,
Financial and
Agricultural
 
Real Estate -
Home
Equity
 
Real Estate -
Residential
Mortgage
 
Real Estate -
Construction
 
Consumer
 
Leasing, other
and
overdrafts
 
Unallocated
 
Total
 
(in thousands)
Three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
47,866

 
$
57,098

 
$
22,405

 
$
21,375

 
$
6,529

 
$
2,585

 
$
2,468

 
$
8,728

 
$
169,054

Loans charged off
(582
)
 
(6,188
)
 
(1,541
)
 
(1,068
)
 
(326
)
 
(1,007
)
 
(443
)
 

 
(11,155
)
Recoveries of loans previously charged off
825

 
2,319

 
338

 
136

 
383

 
196

 
81

 

 
4,278

Net loans charged off
243

 
(3,869
)
 
(1,203
)
 
(932
)
 
57

 
(811
)
 
(362
)
 

 
(6,877
)
Provision for loan losses (1)
202

 
1,104

 
1,322

 
(515
)
 
(304
)
 
550

 
868

 
(1,563
)
 
1,664

Balance at March 31, 2016
$
48,311

 
$
54,333

 
$
22,524

 
$
19,928

 
$
6,282

 
$
2,324

 
$
2,974

 
$
7,165

 
$
163,841

Three months ended March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
$
53,493

 
$
51,378

 
$
28,271

 
$
29,072

 
$
9,756

 
$
3,015

 
$
1,799

 
$
7,360

 
$
184,144

Loans charged off
(709
)
 
(1,863
)
 
(768
)
 
(1,281
)
 

 
(780
)
 
(363
)
 

 
(5,764
)
Recoveries of loans previously charged off
436

 
786

 
251

 
159

 
1,147

 
241

 
171

 

 
3,191

Net loans charged off
(273
)
 
(1,077
)
 
(517
)
 
(1,122
)
 
1,147

 
(539
)
 
(192
)
 

 
(2,573
)
Provision for loan losses (1)
(360
)
 
6,849

 
(4,273
)
 
(4,715
)
 
(2,416
)
 
51

 
46

 
948

 
(3,870
)
Balance at March 31, 2015
$
52,860

 
$
57,150

 
$
23,481

 
$
23,235

 
$
8,487

 
$
2,527

 
$
1,653

 
$
8,308

 
$
177,701


(1)
The provision for loan losses excluded a $134,000 decrease and a $170,000 increase, respectively, in the reserve for unfunded lending commitments for the three months ended March 31, 2016 and 2015. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $1.5 million and negative $3.7 million for the three months ended March 31, 2016 and 2015, respectively.

15



The following table presents loans, net of unearned income and their related allowance for loan losses, by portfolio segment:
 
Real Estate -
Commercial
Mortgage
 
Commercial -
Industrial,
Financial and
Agricultural
 
Real Estate -
Home
Equity
 
Real Estate -
Residential
Mortgage
 
Real Estate -
Construction
 
Consumer
 
Leasing, other
and
overdrafts
 
Unallocated
(1)
 
Total
 
(in thousands)
Allowance for loan losses at March 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
35,914

 
$
40,969

 
$
13,541

 
$
7,599

 
$
4,004

 
$
2,302

 
$
1,756

 
$
7,165

 
$
113,250

Evaluated for impairment under FASB ASC Section 310-10-35
12,397

 
13,364

 
8,983

 
12,329

 
2,278

 
22

 
1,218

 
N/A

 
50,591

 
$
48,311

 
$
54,333

 
$
22,524

 
$
19,928

 
$
6,282

 
$
2,324

 
$
2,974

 
$
7,165

 
$
163,841

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income at March 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
5,499,820

 
$
3,992,567

 
$
1,641,457

 
$
1,329,114

 
$
797,282

 
$
263,189

 
$
164,806

 
N/A

 
$
13,688,235

Evaluated for impairment under FASB ASC Section 310-10-35
58,288

 
42,766

 
18,024

 
48,345

 
13,590

 
32

 
1,421

 
N/A

 
182,466

 
$
5,558,108

 
$
4,035,333

 
$
1,659,481

 
$
1,377,459

 
$
810,872

 
$
263,221

 
$
166,227

 
N/A

 
$
13,870,701

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses at March 31, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
38,916

 
$
40,027

 
$
16,937

 
$
9,162

 
$
6,037

 
$
2,504

 
$
1,653

 
$
8,308

 
$
123,544

Evaluated for impairment under FASB ASC Section 310-10-35
13,944

 
17,123

 
6,544

 
14,073

 
2,450

 
23

 

 
N/A

 
54,157

 
$
52,860

 
$
57,150

 
$
23,481

 
$
23,235

 
$
8,487

 
$
2,527

 
$
1,653

 
$
8,308

 
$
177,701

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income at March 31, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
5,157,342

 
$
3,716,037

 
$
1,688,869

 
$
1,312,861

 
$
656,021

 
$
257,265

 
$
124,255

 
N/A

 
$
12,912,650

Evaluated for impairment under FASB ASC Section 310-10-35
69,759

 
46,594

 
12,754

 
51,927

 
21,785

 
36

 

 
N/A

 
202,855

 
$
5,227,101

 
$
3,762,631

 
$
1,701,623

 
$
1,364,788

 
$
677,806

 
$
257,301

 
$
124,255

 
N/A

 
$
13,115,505

 
(1)
The unallocated allowance, which was approximately 4% and 5% of the total allowance for credit losses, respectively, as of March 31, 2016 and March 31, 2015, was, in the opinion of management, reasonable and appropriate given that the estimates used in the allocation process are inherently imprecise.

N/A - Not applicable.

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

Based on an evaluation of all relevant credit quality factors, the Corporation recorded a $1.5 million provision for credit losses during the three months ended March 31, 2016, compared to a $3.7 million negative provision for credit losses for the same period in 2015.
All loans individually evaluated for impairment under FASB ASC Section 310-10-35 are measured for losses on a quarterly basis.
As of March 31, 2016 and December 31, 2015, substantially all of the Corporation’s individually evaluated impaired loans with total outstanding balances greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real property.

As of March 31, 2016 and 2015, approximately 77% and 78%, respectively, of impaired loans with principal balances greater than or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using state certified third-party appraisals that had been updated in the preceding 12 months.

When updated appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable

16



loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans, generally less than 70%.
The following table presents total impaired loans by class segment:
 
March 31, 2016
 
December 31, 2015
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
(in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Real estate - commercial mortgage
$
26,361

 
$
23,023

 
$

 
$
27,872

 
$
22,596

 
$

Commercial - secured
14,638

 
12,227

 

 
18,012

 
13,702

 

Real estate - residential mortgage
6,395

 
6,211

 

 
4,790

 
4,790

 

Construction - commercial residential
6,916

 
6,298

 

 
9,916

 
8,865

 

 
54,310

 
47,759

 

 
60,590

 
49,953

 

With a related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Real estate - commercial mortgage
44,849

 
35,265

 
12,397

 
45,189

 
35,698

 
12,471

Commercial - secured
34,752

 
29,655

 
12,850

 
39,659

 
33,629

 
14,085

Commercial - unsecured
1,039

 
884

 
514

 
971

 
821

 
498

Real estate - home equity
23,115

 
18,024

 
8,983

 
20,347

 
15,766

 
7,993

Real estate - residential mortgage
50,803

 
42,134

 
12,329

 
55,242

 
45,635

 
13,422

Construction - commercial residential
9,774

 
6,088

 
1,851

 
9,949

 
6,290

 
2,110

Construction - commercial
815

 
594

 
201

 
820

 
638

 
217

Construction - other
747

 
610

 
226

 
331

 
193

 
68

Consumer - direct
20

 
20

 
14

 
19

 
19

 
14

Consumer - indirect
12

 
12

 
8

 
14

 
14

 
8

Leasing, other and overdrafts
1,421

 
1,421

 
1,218

 
1,658

 
1,425

 
704

 
167,347

 
134,707

 
50,591

 
174,199

 
140,128

 
51,590

Total
$
221,657

 
$
182,466

 
$
50,591

 
$
234,789

 
$
190,081

 
$
51,590

As of March 31, 2016 and December 31, 2015, there were $47.8 million and $50.0 million, respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or they were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

17



The following table presents average impaired loans by class segment:
 
Three months ended March 31
 
2016
 
2015
 
Average
Recorded
Investment
 
Interest
Income (1)
 
Average
Recorded
Investment
 
Interest
Income (1)
 
(in thousands)
With no related allowance recorded: