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EX-32.2 - SECTION 906 CFO CERTIFICATION - FULTON FINANCIAL CORPfult93017-exhibit322.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - FULTON FINANCIAL CORPfult93017-exhibit321.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - FULTON FINANCIAL CORPfult93017-exhibit312.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - FULTON FINANCIAL CORPfult93017-exhibit311.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549 

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 September 30, 2017, 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. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨

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 –175,122,000 shares outstanding as of October 27, 2017.

1



FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017
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 - (not applicable)
 
 
 
 
Item 5. Other Information - (none to be reported)
 
 
 
 
 
 
 
 
 
 


2




Item 1. Financial Statements
 

CONSOLIDATED BALANCE SHEETS 
 
(in thousands, except per-share data)
 
September 30,
2017
 
December 31,
2016
 
(unaudited)
 
ASSETS
 
 
 
Cash and due from banks
$
99,803

 
$
118,763

Interest-bearing deposits with other banks
582,845

 
233,763

Federal Reserve Bank and Federal Home Loan Bank stock
62,951

 
57,489

Loans held for sale
23,049

 
28,697

Available for sale investment securities
2,561,516

 
2,559,227

Loans, net of unearned income
15,486,899

 
14,699,272

Less: Allowance for loan losses
(172,245
)
 
(168,679
)
Net Loans
15,314,654

 
14,530,593

Premises and equipment
221,551

 
217,806

Accrued interest receivable
50,082

 
46,294

Goodwill and intangible assets
531,556

 
531,556

Other assets
614,853

 
620,059

Total Assets
$
20,062,860

 
$
18,944,247

LIABILITIES
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
4,363,915

 
$
4,376,137

Interest-bearing
11,777,865

 
10,636,727

Total Deposits
16,141,780

 
15,012,864

Short-term borrowings:
 
 
 
Federal funds purchased
5,812

 
278,570

Other short-term borrowings
292,939

 
262,747

Total Short-Term Borrowings
298,751

 
541,317

Accrued interest payable
10,568

 
9,632

Other liabilities
347,816

 
329,916

Federal Home Loan Bank advances and other long-term debt
1,038,159

 
929,403

Total Liabilities
17,837,074

 
16,823,132

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $2.50 par value, 600 million shares authorized, 220.9 million shares issued in 2017 and 219.9 million shares issued in 2016
552,153

 
549,707

Additional paid-in capital
1,476,150

 
1,467,602

Retained earnings
812,148

 
732,099

Accumulated other comprehensive loss
(24,203
)
 
(38,449
)
Treasury stock, at cost, 45.8 million shares in 2017 and 2016
(590,462
)
 
(589,844
)
Total Shareholders’ Equity
2,225,786

 
2,121,115

Total Liabilities and Shareholders’ Equity
$
20,062,860

 
$
18,944,247

 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 

3



CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(in thousands, except per-share data)
Three months ended September 30
 
Nine months ended September 30
 
2017
 
2016
 
2017
 
2016
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
155,152

 
$
136,639

 
$
446,158

 
$
405,361

Investment securities:
 
 
 
 
 
 
 
Taxable
11,423

 
10,874

 
34,811

 
34,036

Tax-exempt
2,920

 
2,550

 
8,625

 
6,910

Dividends
105

 
143

 
343

 
438

Loans held for sale
243

 
210

 
631

 
529

Other interest income
1,667

 
1,052

 
3,311

 
2,814

Total Interest Income
171,510

 
151,468

 
493,879

 
450,088

INTEREST EXPENSE
 
 
 
 
 
 
 
Deposits
16,023

 
11,311

 
40,709

 
32,925

Short-term borrowings
578

 
254

 
2,407

 
739

Federal Home Loan Bank advances and other long-term debt
8,100

 
9,338

 
24,812

 
27,889

Total Interest Expense
24,701

 
20,903

 
67,928

 
61,553

Net Interest Income
146,809

 
130,565

 
425,951

 
388,535

Provision for credit losses
5,075

 
4,141

 
16,575

 
8,182

Net Interest Income After Provision for Credit Losses
141,734

 
126,424

 
409,376

 
380,353

NON-INTEREST INCOME
 
 
 
 
 
 
 
Service charges on deposit accounts
13,022

 
13,078

 
38,336

 
38,532

Other service charges and fees
12,251

 
14,407

 
39,030

 
38,140

Investment management and trust services
12,157

 
11,425

 
36,097

 
33,660

Mortgage banking income
4,805

 
4,529

 
15,542

 
12,456

Investment securities gains, net
4,597

 
2

 
7,139

 
1,025

Other
5,142

 
4,708

 
14,874

 
13,610

Total Non-Interest Income
51,974

 
48,149

 
151,018

 
137,423

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
72,894

 
70,696

 
216,626

 
210,097

Net occupancy expense
12,180

 
11,782

 
37,159

 
35,813

Data processing and software
10,301

 
8,727

 
28,334

 
27,477

Other outside services
6,582

 
5,783

 
19,836

 
17,347

Amortization of tax credit investments
3,503

 

 
7,652

 

Professional fees
3,388

 
2,535

 
9,056

 
8,221

Equipment expense
3,298

 
3,137

 
9,691

 
9,380

FDIC insurance expense
3,007

 
1,791

 
7,431

 
7,700

Marketing
2,089

 
1,774

 
6,309

 
5,314

Other
14,915

 
13,623

 
45,033

 
40,549

Total Non-Interest Expense
132,157

 
119,848

 
387,127

 
361,898

Income Before Income Taxes
61,551

 
54,725

 
173,267

 
155,878

Income taxes
12,646

 
13,257

 
35,515

 
36,403

Net Income
$
48,905

 
$
41,468

 
$
137,752

 
$
119,475

 
 
 
 
 
 
 
 
PER SHARE:
 
 
 
 
 
 
 
Net Income (Basic)
$
0.28

 
$
0.24

 
$
0.79

 
$
0.69

Net Income (Diluted)
0.28

 
0.24

 
0.78

 
0.69

Cash Dividends
0.11

 
0.10

 
0.33

 
0.29

See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 

4




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(in thousands)
 
Three months ended September 30
 
Nine months ended September 30
 
2017
 
2016
 
2017
 
2016
 
 
Net Income
$
48,905

 
$
41,468

 
$
137,752

 
$
119,475

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
 
 
 
Unrealized gain (loss) on securities
3,320

 
(3,580
)
 
17,861

 
26,285

Reclassification adjustment for securities gains included in net income
(2,988
)
 
(1
)
 
(4,639
)
 
(666
)
Amortization of unrealized loss on derivative financial instruments

 
4

 

 
12

Amortization of net unrecognized pension and postretirement items
340

 
379

 
1,024

 
877

Other Comprehensive Income (Loss)
672

 
(3,198
)
 
14,246

 
26,508

Total Comprehensive Income
$
49,577

 
$
38,270

 
$
151,998

 
$
145,983

 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 


5




CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
 
(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, 2016
174,040

 
$
549,707

 
$
1,467,602

 
$
732,099

 
$
(38,449
)
 
$
(589,844
)
 
$
2,121,115

Net income

 

 

 
137,752

 

 

 
137,752

Other comprehensive income

 

 

 

 
14,246

 

 
14,246

Stock issued
1,017

 
2,446

 
5,209

 

 

 
(618
)
 
7,037

Stock-based compensation awards

 

 
3,339

 

 

 

 
3,339

Common stock cash dividends - $0.33 per share

 

 

 
(57,703
)
 

 

 
(57,703
)
Balance at September 30, 2017
175,057

 
$
552,153

 
$
1,476,150

 
$
812,148

 
$
(24,203
)
 
$
(590,462
)
 
$
2,225,786

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
174,176

 
$
547,141

 
$
1,450,690

 
$
641,588

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

Net income

 

 

 
119,475

 

 

 
119,475

Other comprehensive income

 

 

 

 
26,508

 

 
26,508

Stock issued, including related tax benefits
454

 
594

 
2,099

 

 

 
2,833

 
5,526

Stock-based compensation awards

 

 
4,808

 

 

 

 
4,808

Acquisition of treasury stock
(1,486
)
 
 
 
 
 
 
 
 
 
(18,545
)
 
(18,545
)
Common stock cash dividends - $0.29 per share

 

 

 
(50,230
)
 

 

 
(50,230
)
Balance at September 30, 2016
173,144

 
$
547,735

 
$
1,457,597

 
$
710,833

 
$
4,491

 
$
(591,220
)
 
$
2,129,436

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 

6



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(in thousands)
 
Nine months ended September 30
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
137,752

 
$
119,475

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
16,575

 
8,182

Depreciation and amortization of premises and equipment
21,013

 
20,547

Net amortization of investment securities premiums
7,412

 
7,434

Investment securities gains, net
(7,139
)
 
(1,025
)
Gain on sales of mortgage loans held for sale
(10,122
)
 
(11,967
)
Proceeds from sales of mortgage loans held for sale
470,927

 
493,457

Originations of mortgage loans held for sale
(455,157
)
 
(492,440
)
Amortization of issuance costs on long-term debt
618

 
347

Stock-based compensation
3,339

 
4,808

Excess tax benefits from stock-based compensation

 
(58
)
Increase in accrued interest receivable
(3,788
)
 
(833
)
Decrease (increase) in other assets
38,108

 
(9,075
)
Increase in accrued interest payable
936

 
2,921

(Decrease) increase in other liabilities
(26,027
)
 
2,061

Total adjustments
56,695

 
24,359

Net cash provided by operating activities
194,447

 
143,834

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from sales of securities available for sale
44,485

 
84,978

Proceeds from principal repayments and maturities of securities available for sale
321,088

 
426,932

Purchase of securities available for sale
(344,569
)
 
(484,164
)
Increase in short-term investments
(354,544
)
 
(136,450
)
Net increase in loans
(800,778
)
 
(567,061
)
Net purchases of premises and equipment
(24,758
)
 
(23,021
)
Net cash used in investing activities
(1,159,076
)
 
(698,786
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net increase in demand and savings deposits
1,014,697

 
880,795

Net increase (decrease) in time deposits
114,219

 
(60,633
)
Decrease in short-term borrowings
(242,566
)
 
(233,621
)
Additions to long-term debt
223,251

 
16,000

Repayments of long-term debt
(115,114
)
 
(603
)
Net proceeds from issuance of common stock
7,037

 
5,468

Excess tax benefits from stock-based compensation

 
58

Dividends paid
(55,855
)
 
(48,590
)
Acquisition of treasury stock

 
(18,545
)
Net cash provided by financing activities
945,669

 
540,329

Net Decrease in Cash and Due From Banks
(18,960
)
 
(14,623
)
Cash and Due From Banks at Beginning of Period
118,763

 
101,120

Cash and Due From Banks at End of Period
$
99,803

 
$
86,497

Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
66,992

 
$
58,632

Income taxes
7,881

 
9,404

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 Corporation's Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the Securities and Exchange Commission ("SEC").

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. The FASB has issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11, 2016-12 and 2017-13). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation has evaluated the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements and has not identified any significant changes in the timing of revenue recognition as a result of this amended guidance at this time. In addition, the Corporation is evaluating the expanded disclosure requirements included in the update. The Corporation plans to adopt this update on January 1, 2018 under the modified retrospective approach and does not expect the adoption of ASC Update 2014-09 to have a material impact on its consolidated financial statements.

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. This standard will require equity investments to be measured at fair value, with changes recorded in net income. 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. In September of 2017, the FASB issued clarifying guidance to this standard (ASC Update 2017-13). 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, which requires restatement of all comparative periods in the year of adoption. Early adoption 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. The Corporation currently operates a number of branches that are leased, with the leases accounted for as operating leases that are not recognized on the consolidated balance sheet. Under ASC Update 2016-02, right-of-use assets and lease liabilities will need to be recognized on the consolidated balance sheet for these branches, which will also have an impact on regulatory capital ratios. The recognition

8



of operating leases on the consolidated balance sheet is expected to be the most significant impact of the adoption of this standards update.

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable under current U.S. GAAP. ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is 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 2016-15 to have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASC Update 2016-18, "Statement of Cash Flows - Restricted Cash." This standards update provides guidance regarding the presentation of restricted cash in the statement of cash flows. The update requires companies to include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It also requires an entity to disclose the nature of the restrictions on cash and cash equivalents. ASC Update 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is 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 2016-18 to have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASC Update 2017-04, "Intangibles - Goodwill and Other." This standards update eliminates Step 2 of the goodwill impairment test which measures the impairment amount. Identifying and measuring impairment will take place in a single quantitative step. In addition, no separate qualitative assessment for reporting units with zero or negative carrying amount is required. Entities must disclose the existence of these reporting units and the amount of goodwill allocated to them. This update should be applied on a prospective basis, and an entity is required to disclose the nature of and reason for the change in accounting principle upon transition. ASC Update 2017-04 is effective for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its 2020 goodwill impairment test and does not expect the adoption of ASC Update 2017-04 to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASC Update 2017-07, "Improving the Presentation of Net Periodic Pension Costs and Net Periodic Benefit Cost." This standards update requires a company to present service cost separately from the other components of net benefit cost. In addition, the update provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. ASC Update 2017-07 is effective for annual or interim reporting periods beginning after December 15, 2017. Early adoption is 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 2017-07 to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASC Update 2017-08, "Premium Amortization on Purchased Callable Debt Securities." This standards update requires that a company amortize the premium on callable debt securities to the earliest call date versus current U.S. GAAP which requires amortization over the contractual life of the securities. The amortization period for callable debt securities purchased at a discount would not be impacted by the new accounting standards update. This amendment is to be adopted on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. ASC Update 2017-08 is effective for annual or interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2019 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2017-08 to have a material impact on its consolidated financial statements.

In May 2017, the FASB issued ASC Update 2017-09, "Scope of Modification Accounting." This standards update provides clarity and reduces both (1) diversity in practice and (2) cost and complexity, when applying the guidance in the stock compensation

9



standard, to a change to the terms or conditions of a share-based payment award. ASC Update 2017-09 is effective for annual or interim reporting periods beginning after December 15, 2017. Early adoption is 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 2017-09 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2016 consolidated financial statements and notes have been reclassified to conform to the 2017 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 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 September 30
 
Nine months ended September 30
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Weighted average shares outstanding (basic)
174,991

 
173,020

 
174,582

 
173,248

Impact of common stock equivalents
1,225

 
1,044

 
1,194

 
1,017

Weighted average shares outstanding (diluted)
176,216

 
174,064

 
175,776

 
174,265

For the three and nine months ended September 30, 2016, 447,000 and 712,000 stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive. There were no stock options excluded for the three and nine months ended September 30, 2017.

10



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 September 30, 2017
 
 
 
 
 
Unrealized gain on securities
$
5,109

 
$
(1,789
)
 
$
3,320

Reclassification adjustment for securities gains included in net income (1)
(4,597
)
 
1,609

 
(2,988
)
Amortization of net unrecognized pension and postretirement items (3)
523

 
(183
)
 
340

Total Other Comprehensive Income
$
1,035

 
$
(363
)
 
$
672

Three months ended September 30, 2016
 
 
 
 
 
Unrealized loss on securities
$
(5,505
)
 
$
1,925

 
$
(3,580
)
Reclassification adjustment for securities gains included in net income (1)
(2
)
 
1

 
(1
)
Amortization of unrealized loss on derivative financial instruments(2)
6

 
(2
)
 
4

Amortization of net unrecognized pension and postretirement items (3)
583

 
(204
)
 
379

Total Other Comprehensive Loss
$
(4,918
)
 
$
1,720

 
$
(3,198
)
 
 
 
 
 
 
Nine months ended September 30, 2017
 
 
 
 
 
Unrealized gain on securities
$
27,482

 
$
(9,621
)
 
$
17,861

Reclassification adjustment for securities gains included in net income (1)
(7,139
)
 
2,500

 
(4,639
)
Amortization of net unrecognized pension and postretirement items (3)
1,575

 
(551
)
 
1,024

Total Other Comprehensive Income
$
21,918

 
$
(7,672
)
 
$
14,246

 
 
 
 
 
 
Nine months ended September 30, 2016
 
 
 
 
 
Unrealized gain on securities
$
40,441

 
$
(14,156
)
 
$
26,285

Reclassification adjustment for securities gains included in net income (1)
(1,025
)
 
359

 
(666
)
Amortization of unrealized loss on derivative financial instruments (2)
18

 
(6
)
 
12

Amortization of net unrecognized pension and postretirement items (3)
1,349

 
(472
)
 
877

Total Other Comprehensive Income
$
40,783

 
$
(14,275
)
 
$
26,508


(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.











11



The following table presents changes in each component of accumulated other comprehensive income (loss), 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 September 30, 2017
 
 
 
 
 
 
 
 
 
Balance at June 30, 2017
$
(10,157
)
 
$
273

 
$

 
$
(14,991
)
 
$
(24,875
)
Other comprehensive income before reclassifications
3,320

 

 

 

 
3,320

Amounts reclassified from accumulated other comprehensive income (loss)
(2,988
)
 

 

 
340

 
(2,648
)
Balance at September 30, 2017
$
(9,825
)
 
$
273

 
$

 
$
(14,651
)
 
$
(24,203
)
Three months ended September 30, 2016

 

 
 
 

 

Balance at June 30, 2016
$
22,701

 
$
458

 
$
(7
)
 
$
(15,463
)
 
$
7,689

Other comprehensive loss before reclassifications
(3,580
)


 

 

 
(3,580
)
Amounts reclassified from accumulated other comprehensive income (loss)
(1
)
 

 
4

 
379

 
382

Balance at September 30, 2016
$
19,120

 
$
458

 
$
(3
)
 
$
(15,084
)
 
$
4,491

 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2017
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
$
(23,047
)
 
$
273

 
$

 
$
(15,675
)
 
$
(38,449
)
Other comprehensive income before reclassifications
17,861

 

 

 

 
17,861

Amounts reclassified from accumulated other comprehensive income (loss)
(4,639
)
 

 

 
1,024

 
(3,615
)
Balance at September 30, 2017
$
(9,825
)
 
$
273

 
$

 
$
(14,651
)
 
$
(24,203
)
Nine months ended September 30, 2016
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
(6,499
)
 
$
458

 
$
(15
)
 
$
(15,961
)
 
$
(22,017
)
Other comprehensive income before reclassifications
26,285

 

 

 

 
26,285

Amounts reclassified from accumulated other comprehensive income (loss)
(666
)
 

 
12

 
877

 
223

Balance at September 30, 2016
$
19,120

 
$
458

 
$
(3
)
 
$
(15,084
)
 
$
4,491



12



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)
September 30, 2017
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
5,961

 
$
54

 
$

 
$
6,015

State and municipal securities
415,313

 
4,005

 
(5,405
)
 
413,913

Corporate debt securities
92,355

 
2,578

 
(1,956
)
 
92,977

Collateralized mortgage obligations
601,845

 
1,380

 
(9,547
)
 
593,678

Residential mortgage-backed securities
1,184,797

 
5,850

 
(8,561
)
 
1,182,086

Commercial mortgage-backed securities
161,960

 
299

 
(627
)
 
161,632

Auction rate securities
107,410

 

 
(9,254
)
 
98,156

   Total debt securities
2,569,641

 
14,166

 
(35,350
)
 
2,548,457

Equity securities
6,560

 
6,499

 

 
13,059

   Total
$
2,576,201

 
$
20,665

 
$
(35,350
)
 
$
2,561,516

 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
 
(in thousands)
December 31, 2016
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
132

 
$
2

 
$

 
$
134

State and municipal securities
405,274

 
2,043

 
(15,676
)
 
391,641

Corporate debt securities
112,016

 
1,978

 
(4,585
)
 
109,409

Collateralized mortgage obligations
604,095

 
1,943

 
(12,178
)
 
593,860

Residential mortgage-backed securities
1,328,192

 
6,546

 
(16,900
)
 
1,317,838

Commercial mortgage-backed securities
25,100

 

 
(537
)
 
24,563

Auction rate securities
107,215

 

 
(9,959
)
 
97,256

   Total debt securities
2,582,024

 
12,512

 
(59,835
)
 
2,534,701

Equity securities
12,231

 
12,295

 

 
24,526

   Total
$
2,594,255

 
$
24,807

 
$
(59,835
)
 
$
2,559,227

Securities carried at $1.9 billion and $1.8 billion as of September 30, 2017 and December 31, 2016, respectively, were pledged as collateral to secure public and trust deposits and customer repurchase agreements.
Equity securities include common stocks of publicly traded financial institutions (estimated fair value of $12.1 million at September 30, 2017 and $23.5 million at December 31, 2016) and other equity investments (estimated fair value of $1.0 million at both September 30, 2017 and December 31, 2016).
As of September 30, 2017, the financial institutions stock portfolio had a cost basis of $5.8 million and an estimated fair value of $12.1 million, including an investment in a single financial institution with a cost basis of $4.2 million and an estimated fair value of $8.8 million. The estimated fair value of this investment accounted for 73.4% 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.

13



The amortized cost and estimated fair values of debt securities as of September 30, 2017, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.
 
 
Amortized
Cost
 
Estimated
Fair Value
 
(in thousands)
Due in one year or less
 
$
23,940

 
$
24,118

Due from one year to five years
 
30,708

 
31,196

Due from five years to ten years
 
114,114

 
115,336

Due after ten years
 
452,277

 
440,411

 
 
621,039

 
611,061

Residential mortgage-backed securities
 
1,184,797

 
1,182,086

Commercial mortgage-backed securities
 
161,960

 
161,632

Collateralized mortgage obligations
 
601,845

 
593,678

  Total debt securities
 
$
2,569,641

 
$
2,548,457

The following table presents information related to the gross realized gains and losses on the sales of equity and debt securities:
 
Gross
Realized
Gains
 
Gross
Realized
Losses
 
Net Gains (Losses)
Three months ended September 30, 2017
(in thousands)
Equity securities
$
4,817

 
$

 
$
4,817

Debt securities
12

 
(232
)
 
(220
)
Total
$
4,829

 
$
(232
)
 
$
4,597

Three months ended September 30, 2016
 
 
 
 
 
Equity securities
$
2

 
$

 
$
2

Debt securities

 

 

Total
$
2

 
$

 
$
2

 
 
 
 
 
 
Nine months ended September 30, 2017
 
 
 
 
 
Equity securities
$
7,167

 
$

 
$
7,167

Debt securities
218

 
(246
)
 
(28
)
Total
$
7,385

 
$
(246
)
 
$
7,139

Nine months ended September 30, 2016
 
 
 
 
 
Equity securities
$
739

 
$
(10
)
 
$
729

Debt securities
322

 
(26
)
 
296

Total
$
1,061

 
$
(36
)
 
$
1,025


The cumulative balance of credit related other-than-temporary impairment charges, previously recognized as components of earnings, for debt securities held by the Corporation at September 30, 2017 and September 30, 2016 was $10.0 million. There were no other-than-temporary impairment charges recognized for the three and nine months ended September 30, 2017 and September 30, 2016.





14



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 September 30, 2017 and December 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
September 30, 2017
(in thousands)
State and municipal securities
$
121,527

 
$
(1,930
)
 
$
87,466

 
$
(3,475
)
 
$
208,993

 
$
(5,405
)
Corporate debt securities
3,570

 
(16
)
 
31,533

 
(1,940
)
 
35,103

 
(1,956
)
Collateralized mortgage obligations
85,335

 
(837
)
 
301,009

 
(8,710
)
 
386,344

 
(9,547
)
Residential mortgage-backed securities
796,019

 
(8,359
)
 
5,513

 
(202
)
 
801,532

 
(8,561
)
Commercial mortgage-backed securities
87,260

 
(627
)
 

 

 
87,260

 
(627
)
Auction rate securities

 

 
98,156

 
(9,254
)
 
98,156

 
(9,254
)
Total debt securities
$
1,093,711

 
$
(11,769
)
 
$
523,677

 
$
(23,581
)
 
$
1,617,388

 
$
(35,350
)
 
Less than 12 months
 
12 months or longer
 
Total
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
December 31, 2016
(in thousands)
State and municipal securities
$
247,509

 
$
(15,676
)
 
$

 
$

 
$
247,509

 
$
(15,676
)
Corporate debt securities
11,922

 
(110
)
 
34,629

 
(4,475
)
 
46,551

 
(4,585
)
Collateralized mortgage obligations
166,905

 
(3,899
)
 
258,237

 
(8,279
)
 
425,142

 
(12,178
)
Residential mortgage-backed securities
1,112,947

 
(16,900
)
 

 

 
1,112,947

 
(16,900
)
Commercial mortgage-backed securities
24,563

 
(537
)
 

 

 
24,563

 
(537
)
Auction rate securities

 

 
97,256

 
(9,959
)
 
97,256

 
(9,959
)
Total debt securities
$
1,563,846

 
$
(37,122
)
 
$
390,122

 
$
(22,713
)
 
$
1,953,968

 
$
(59,835
)
The change in fair value of these securities is attributable to changes in interest rates and not credit quality, and 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. Therefore, the Corporation does not consider these investments to be other-than-temporarily impaired as of September 30, 2017.
As of September 30, 2017, all of the auction rate securities (auction rate certificates, or "ARCs"), were rated above investment grade. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. As of September 30, 2017, all ARCs were current and making scheduled interest payments, and based on management’s evaluations, were not subject to any other-than-temporary impairment charges for the three and nine months ended September 30, 2017. 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.
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:
 
September 30, 2017
 
December 31, 2016
 
Amortized
cost
 
Estimated
fair value
 
Amortized
cost
 
Estimated
fair value
 
(in thousands)
Single-issuer trust preferred securities
$
39,186

 
$
38,251

 
$
43,746

 
$
39,829

Subordinated debt
37,147

 
37,859

 
46,231

 
46,723

Senior debt
12,033

 
12,456

 
18,037

 
18,433

Pooled trust preferred securities

 
422

 

 
422

Corporate debt securities issued by financial institutions
88,366

 
88,988

 
108,014

 
105,407

Other corporate debt securities
3,989

 
3,989

 
4,002

 
4,002

Available for sale corporate debt securities
$
92,355

 
$
92,977

 
$
112,016

 
$
109,409


15




Single-issuer trust preferred securities had an unrealized loss of $935,000 at September 30, 2017. Five of the 18 single-issuer trust preferred securities, with an amortized cost of $6.9 million and an estimated fair value of $6.6 million at September 30, 2017, were rated below investment grade by at least one ratings agency. All of the single-issuer trust preferred securities rated below investment grade were rated "BB" and "Ba". Two single-issuer trust preferred securities with an amortized cost of $3.8 million and an estimated fair value of $2.8 million at September 30, 2017 were not rated by any ratings agency.
Based on management’s evaluations, no corporate debt securities were subject to any other-than-temporary impairment charges for the three and nine months ended September 30, 2017. 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:
 
September 30,
2017
 
December 31, 2016
 
(in thousands)
Real-estate - commercial mortgage
$
6,275,140

 
$
6,018,582

Commercial - industrial, financial and agricultural
4,223,075

 
4,087,486

Real-estate - residential mortgage
1,887,907

 
1,601,994

Real-estate - home equity
1,567,473

 
1,625,115

Real-estate - construction
973,108

 
843,649

Consumer
302,448

 
291,470

Leasing and other
278,658

 
246,704

Overdrafts
3,400

 
3,662

Loans, gross of unearned income
15,511,209

 
14,718,662

Unearned income
(24,310
)
 
(19,390
)
Loans, net of unearned income
$
15,486,899

 
$
14,699,272


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 FASB 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 both secured 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 vehicle loans.







16



The following table presents the components of the allowance for credit losses:
 
September 30,
2017
 
December 31,
2016
 
(in thousands)
Allowance for loan losses
$
172,245

 
$
168,679

Reserve for unfunded lending commitments
2,504

 
2,646

Allowance for credit losses
$
174,749

 
$
171,325


The following table presents the activity in the allowance for credit losses:
 
Three months ended September 30
 
Nine months ended September 30
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Balance at beginning of period
$
174,998

 
$
165,108

 
$
171,325

 
$
171,412

Loans charged off
(7,795
)
 
(7,672
)
 
(25,917
)
 
(29,573
)
Recoveries of loans previously charged off
2,471

 
3,592

 
12,766

 
15,148

Net loans charged off
(5,324
)
 
(4,080
)
 
(13,151
)
 
(14,425
)
Provision for credit losses
5,075

 
4,141

 
16,575

 
8,182

Balance at end of period
$
174,749

 
$
165,169

 
$
174,749

 
$
165,169


The Corporation has historically maintained an unallocated allowance for credit losses for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure. In 2017, enhancements were made to allow for the impact of these factors and conditions to be quantified in the allowance allocation process. Accordingly, an unallocated allowance for credit losses is no longer necessary.































17



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 September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2017
$
57,372

 
$
67,642

 
$
17,456

 
$
16,439

 
$
9,534

 
$
1,794

 
$
2,105

 
$

 
$
172,342

Loans charged off
(483
)
 
(2,714
)
 
(547
)
 
(195
)
 
(2,744
)
 
(373
)
 
(739
)
 

 
(7,795
)
Recoveries of loans previously charged off
106

 
665

 
252

 
219

 
629

 
193

 
407

 

 
2,471

Net loans charged off
(377
)
 
(2,049
)
 
(295
)
 
24

 
(2,115
)
 
(180
)
 
(332
)
 

 
(5,324
)
Provision for loan losses (1)
(2,008
)
 
5,392

 
1,297

 
220

 
(283
)
 
383

 
226

 

 
5,227

Balance at Sept 30, 2017
$
54,987

 
$
70,985

 
$
18,458

 
$
16,683

 
$
7,136

 
$
1,997

 
$
1,999

 
$

 
$
172,245

Three months ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2016
$
43,740

 
$
51,755

 
$
26,170

 
$
21,226

 
$
5,772

 
$
2,984

 
$
2,518

 
$
8,381

 
$
162,546

Loans charged off
(1,350
)
 
(3,144
)
 
(709
)
 
(802
)
 
(150
)
 
(685
)
 
(832
)
 

 
(7,672
)
Recoveries of loans previously charged off
296

 
1,539

 
241

 
228

 
898

 
222

 
168

 

 
3,592

Net loans charged off
(1,054
)
 
(1,605
)
 
(468
)
 
(574
)
 
748

 
(463
)
 
(664
)
 

 
(4,080
)
Provision for loan losses (1)
3,171

 
(1,871
)
 
1,419

 
1,452

 
23

 
852

 
1,075

 
(2,061
)
 
4,060

Balance at September 30, 2016
$
45,857

 
$
48,279

 
$
27,121

 
$
22,104

 
$
6,543

 
$
3,373

 
$
2,929

 
$
6,320

 
$
162,526

Nine months ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
$
46,842

 
$
54,353

 
$
26,801

 
$
22,929

 
$
6,455

 
$
3,574

 
$
3,192

 
$
4,533

 
$
168,679

Loans charged off