Document


 
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 June 30, 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 –173,060,000 shares outstanding as of July 29, 2016.

1



FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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)
 
June 30,
2016
 
December 31,
2015
 
(unaudited)
 
ASSETS
 
 
 
Cash and due from banks
$
84,647

 
$
101,120

Interest-bearing deposits with other banks
348,232

 
230,300

Federal Reserve Bank and Federal Home Loan Bank stock
59,854

 
62,216

Loans held for sale
34,330

 
16,886

Available for sale investment securities
2,529,724

 
2,484,773

Loans, net of unearned income
14,155,159

 
13,838,602

Less: Allowance for loan losses
(162,546
)
 
(169,054
)
Net Loans
13,992,613

 
13,669,548

Premises and equipment
228,861

 
225,535

Accrued interest receivable
43,316

 
42,767

Goodwill and intangible assets
531,556

 
531,556

Other assets
626,902

 
550,017

Total Assets
$
18,480,035

 
$
17,914,718

LIABILITIES
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
4,125,375

 
$
3,948,114

Interest-bearing
10,167,189

 
10,184,203

Total Deposits
14,292,564

 
14,132,317

Short-term borrowings:
 
 
 
Federal funds purchased
449,184

 
197,235

Other short-term borrowings
273,030

 
300,428

Total Short-Term Borrowings
722,214

 
497,663

Accrued interest payable
8,336

 
10,724

Other liabilities
384,372

 
282,578

Federal Home Loan Bank advances and long-term debt
965,552

 
949,542

Total Liabilities
16,373,038

 
15,872,824

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $2.50 par value, 600 million shares authorized, 219.0 million shares issued in 2016 and 218.9 million shares issued in 2015
547,530

 
547,141

Additional paid-in capital
1,455,351

 
1,450,690

Retained earnings
686,635

 
641,588

Accumulated other comprehensive income (loss)
7,689

 
(22,017
)
Treasury stock, at cost, 45.9 million shares in 2016 and 44.7 million shares in 2015
(590,208
)
 
(575,508
)
Total Shareholders’ Equity
2,106,997

 
2,041,894

Total Liabilities and Shareholders’ Equity
$
18,480,035

 
$
17,914,718

 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 

3



CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(in thousands, except per-share data)
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
134,643

 
$
129,910

 
$
268,722

 
$
259,687

Investment securities:
 
 
 
 
 
 
 
Taxable
11,159

 
10,944

 
23,162

 
22,226

Tax-exempt
2,320

 
1,881

 
4,360

 
3,968

Dividends
135

 
296

 
295

 
644

Loans held for sale
188

 
265

 
319

 
438

Other interest income
864

 
933

 
1,762

 
3,038

Total Interest Income
149,309

 
144,229

 
298,620

 
290,001

INTEREST EXPENSE
 
 
 
 
 
 
 
Deposits
10,887

 
10,053

 
21,614

 
19,876

Short-term borrowings
217

 
103

 
485

 
180

Long-term debt
9,289

 
11,153

 
18,551

 
23,444

Total Interest Expense
20,393

 
21,309

 
40,650

 
43,500

Net Interest Income
128,916

 
122,920

 
257,970

 
246,501

Provision for credit losses
2,511

 
2,200

 
4,041

 
(1,500
)
Net Interest Income After Provision for Credit Losses
126,405

 
120,720

 
253,929

 
248,001

NON-INTEREST INCOME
 
 
 
 
 
 
 
Other service charges and fees
12,983

 
10,988

 
23,733

 
20,351

Service charges on deposit accounts
12,896

 
12,637

 
25,454

 
24,206

Investment management and trust services
11,247

 
11,011

 
22,235

 
21,900

Mortgage banking income
3,897

 
5,339

 
7,927

 
10,027

Investment securities gains, net
76

 
2,415

 
1,023

 
6,560

Other
5,038

 
4,099

 
8,902

 
8,182

Total Non-Interest Income
46,137

 
46,489

 
89,274

 
91,226

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
70,029

 
65,067

 
139,401

 
130,057

Net occupancy expense
11,811

 
11,809

 
24,031

 
25,501

Other outside services
5,508

 
8,125

 
11,564

 
13,875

Data processing
5,476

 
4,894

 
10,876

 
9,662

Software
3,953

 
3,376

 
7,874

 
6,694

Professional fees
3,353

 
2,731

 
5,686

 
5,602

FDIC insurance expense
2,960

 
2,885

 
5,909

 
5,707

Equipment expense
2,872

 
3,335

 
6,243

 
7,293

Supplies and postage
2,706

 
2,726

 
5,285

 
5,095

Marketing
1,916

 
2,235

 
3,540

 
3,468

Telecommunications
1,459

 
1,617

 
2,947

 
3,333

Operating risk loss
986

 
674

 
1,526

 
1,501

Other real estate owned and repossession expense
365

 
129

 
1,003

 
1,491

Intangible amortization

 
106

 

 
236

Other
8,243

 
8,645

 
16,165

 
17,317

Total Non-Interest Expense
121,637

 
118,354

 
242,050

 
236,832

Income Before Income Taxes
50,905

 
48,855

 
101,153

 
102,395

Income taxes
11,155

 
12,175

 
23,146

 
25,679

Net Income
$
39,750

 
$
36,680

 
$
78,007

 
$
76,716

 
 
 
 
 
 
 
 
PER SHARE:
 
 
 
 
 
 
 
Net Income (Basic)
$
0.23

 
$
0.21

 
$
0.45

 
$
0.43

Net Income (Diluted)
0.23

 
0.21

 
0.45

 
0.43

Cash Dividends
0.10

 
0.09

 
0.19

 
0.18

See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 

4




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(in thousands)
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
 
Net Income
$
39,750

 
$
36,680

 
$
78,007

 
$
76,716

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
 
 
 
Unrealized gain (loss) on securities
12,839

 
(12,008
)
 
29,865

 
(2,016
)
Reclassification adjustment for securities gains included in net income
(49
)
 
(1,569
)
 
(665
)
 
(4,264
)
Non-credit related unrealized gain on other-than-temporarily impaired debt securities

 

 

 
125

Amortization of unrealized loss on derivative financial instruments
4

 
34

 
8

 
68

Amortization of net unrecognized pension and postretirement items
32

 
466

 
498

 
932

Other Comprehensive Income (Loss)
12,826

 
(13,077
)
 
29,706

 
(5,155
)
Total Comprehensive Income
$
52,576

 
$
23,603

 
$
107,713

 
$
71,561

 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 


5




CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 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

 

 

 
78,007

 

 

 
78,007

Other comprehensive income

 

 

 

 
29,706

 

 
29,706

Stock issued, including related tax benefits
273

 
389

 
1,405

 

 

 
1,554

 
3,348

Stock-based compensation awards

 

 
3,256

 

 

 

 
3,256

Acquisition of treasury stock
(1,310
)
 
 
 
 
 
 
 
 
 
(16,254
)
 
(16,254
)
Common stock cash dividends - $0.19 per share

 

 

 
(32,960
)
 

 

 
(32,960
)
Balance at June 30, 2016
173,139

 
$
547,530

 
$
1,455,351

 
$
686,635

 
$
7,689

 
$
(590,208
)
 
$
2,106,997

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
178,924

 
$
545,555

 
$
1,420,523

 
$
558,810

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

Net income

 

 

 
76,716

 

 

 
76,716

Other comprehensive loss

 

 

 

 
(5,155
)
 

 
(5,155
)
Stock issued, including related tax benefits
423

 
664

 
1,954

 

 

 
2,077

 
4,695

Stock-based compensation awards

 

 
2,838

 

 

 

 
2,838

Acquisition of treasury stock
(1,538
)
 
 
 
 
 
 
 
 
 
(19,013
)
 
(19,013
)
Settlement of accelerated stock repurchase agreement
(1,790
)
 
 
 
20,000

 
 
 
 

(20,000
)
 

Common stock cash dividends - $0.18 per share

 

 

 
(31,929
)
 

 

 
(31,929
)
Balance at June 30, 2015
176,019

 
$
546,219

 
$
1,445,315

 
$
603,597

 
$
(22,877
)
 
$
(547,437
)
 
$
2,024,817

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 

6



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(in thousands)
 
Six months ended June 30
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
78,007

 
$
76,716

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
4,041

 
(1,500
)
Depreciation and amortization of premises and equipment
13,804

 
13,920

Net amortization of investment securities premiums
4,647

 
3,288

Investment securities gains, net
(1,023
)
 
(6,560
)
Gain on sales of mortgage loans held for sale
(7,110
)
 
(7,961
)
Proceeds from sales of mortgage loans held for sale
304,516

 
406,703

Originations of mortgage loans held for sale
(314,850
)
 
(415,200
)
Amortization of intangible assets

 
236

Amortization of issuance costs on long-term debt
193

 
279

Stock-based compensation
3,256

 
2,838

Excess tax benefits from stock-based compensation
(28
)
 
(63
)
(Increase) decrease in accrued interest receivable
(549
)
 
625

(Increase) decrease in other assets
(18,268
)
 
10,181

Decrease in accrued interest payable
(2,388
)
 
(2,873
)
Increase (decrease) in other liabilities
9,866

 
(3,322
)
Total adjustments
(3,893
)
 
591

Net cash provided by operating activities
74,114

 
77,307

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from sales of securities available for sale
84,972

 
18,815

Proceeds from maturities of securities available for sale
282,832

 
205,620

Purchase of securities available for sale
(355,220
)
 
(346,322
)
(Increase) decrease in short-term investments
(115,570
)
 
35,759

Net increase in loans
(326,902
)
 
(147,492
)
Net purchases of premises and equipment
(17,130
)
 
(14,687
)
Net cash used in investing activities
(447,018
)
 
(248,307
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net increase in demand and savings deposits
202,552

 
205,901

Net decrease in time deposits
(42,305
)
 
(67,698
)
Increase in short-term borrowings
224,551

 
79,316

Additions to long-term debt
16,000

 
148,099

Repayments of long-term debt
(183
)
 
(155,150
)
Net proceeds from issuance of common stock
3,320

 
4,632

Excess tax benefits from stock-based compensation
28

 
63

Dividends paid
(31,278
)
 
(30,397
)
Acquisition of treasury stock
(16,254
)
 
(19,013
)
Net cash provided by financing activities
356,431

 
165,753

Net Decrease in Cash and Due From Banks
(16,473
)
 
(5,247
)
Cash and Due From Banks at Beginning of Period
101,120

 
105,702

Cash and Due From Banks at End of Period
$
84,647

 
$
100,455

Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
43,038

 
$
46,373

Income taxes
9,087

 
11,051

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 and six months ended June 30, 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 Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("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. During the first half of 2016, the FASB issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11 and 2016-12). 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. 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.

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.


8



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 (current practice). ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. For the Corporation, this standards update is 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.

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 June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Weighted average shares outstanding (basic)
173,394

 
176,433

 
173,363

 
177,446

Impact of common stock equivalents
924

 
1,098

 
1,004

 
1,042

Weighted average shares outstanding (diluted)
174,318

 
177,531

 
174,367

 
178,488

For the three and six months ended June 30, 2016, 802,000 and 844,000 stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive. For the three and six months ended June 30, 2015, 1.8 million and 2.0 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 June 30, 2016
 
 
 
 
 
Unrealized gain on securities
$
19,753

 
$
(6,914
)
 
$
12,839

Reclassification adjustment for securities gains included in net income (1)
(76
)
 
27

 
(49
)
Amortization of unrealized loss on derivative financial instruments (2)
6

 
(2
)
 
4

Amortization of net unrecognized pension and postretirement items (3)
49

 
(17
)
 
32

Total Other Comprehensive Income
$
19,732

 
$
(6,906
)
 
$
12,826

Three months ended June 30, 2015
 
 
 
 
 
Unrealized loss on securities
$
(18,474
)
 
$
6,466

 
$
(12,008
)
Reclassification adjustment for securities gains included in net income (1)
(2,413
)
 
844

 
(1,569
)
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 Loss
$
(20,118
)
 
$
7,041

 
$
(13,077
)
 
 
 
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
Unrealized gain on securities
$
45,946

 
$
(16,081
)
 
$
29,865

Reclassification adjustment for securities gains included in net income (1)
(1,023
)
 
358

 
(665
)
Amortization of unrealized loss on derivative financial instruments (2)
12

 
(4
)
 
8

Amortization of net unrecognized pension and postretirement items (3)
766

 
(268
)
 
498

Total Other Comprehensive Income
$
45,701

 
$
(15,995
)
 
$
29,706

 
 
 
 
 
 
Six months ended June 30, 2015
 
 
 
 
 
Unrealized loss on securities
$
(3,103
)
 
$
1,087

 
$
(2,016
)
Reclassification adjustment for securities gains included in net income (1)
(6,558
)
 
2,294

 
(4,264
)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities
192

 
(67
)
 
125

Amortization of unrealized loss on derivative financial instruments (2)
104

 
(36
)
 
68

Amortization of net unrecognized pension and postretirement items (3)
1,434

 
(502
)
 
932

Total Other Comprehensive Loss
$
(7,931
)
 
$
2,776

 
$
(5,155
)

(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.









10



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 June 30, 2016
 
 
 
 
 
 
 
 
 
Balance at March 31, 2016
$
9,911

 
$
458

 
$
(11
)
 
$
(15,495
)
 
$
(5,137
)
Other comprehensive income before reclassifications
12,839

 

 

 

 
12,839

Amounts reclassified from accumulated other comprehensive income (loss)
(49
)
 

 
4

 
32

 
(13
)
Balance at June 30, 2016
$
22,701

 
$
458

 
$
(7
)
 
$
(15,463
)
 
$
7,689

Three months ended June 30, 2015

 

 
 
 

 

Balance at March 31, 2015
$
14,311

 
$
440

 
$
(2,512
)
 
$
(22,039
)
 
$
(9,800
)
Other comprehensive income before reclassifications
(12,008
)


 

 

 
(12,008
)
Amounts reclassified from accumulated other comprehensive income (loss)
(1,473
)
 
(96
)
 
34

 
466

 
(1,069
)
Balance at June 30, 2015
$
830

 
$
344

 
$
(2,478
)
 
$
(21,573
)
 
$
(22,877
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
(6,499
)
 
$
458

 
$
(15
)
 
$
(15,961
)
 
$
(22,017
)
Other comprehensive income before reclassifications
29,865

 

 

 

 
29,865

Amounts reclassified from accumulated other comprehensive income (loss)
(665
)
 

 
8

 
498

 
(159
)
Balance at June 30, 2016
$
22,701

 
$
458

 
$
(7
)
 
$
(15,463
)
 
$
7,689

Six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
$
5,980

 
$
1,349

 
$
(2,546
)
 
$
(22,505
)
 
$
(17,722
)
Other comprehensive income before reclassifications
(2,016
)
 
125

 

 

 
(1,891
)
Amounts reclassified from accumulated other comprehensive income (loss)
(3,134
)
 
(1,130
)
 
68

 
932

 
(3,264
)
Balance at June 30, 2015
$
830

 
$
344

 
$
(2,478
)
 
$
(21,573
)
 
$
(22,877
)


11



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)
June 30, 2016
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
143

 
$
3

 
$

 
$
146

State and municipal securities
333,246

 
12,101

 

 
345,347

Corporate debt securities
95,419

 
3,001

 
(6,873
)
 
91,547

Collateralized mortgage obligations
701,853

 
5,951

 
(1,458
)
 
706,346

Mortgage-backed securities
1,242,267

 
25,501

 
(5
)
 
1,267,763

Auction rate securities
106,949

 

 
(9,063
)
 
97,886

   Total debt securities
2,479,877

 
46,557

 
(17,399
)
 
2,509,035

Equity securities
14,210

 
6,493

 
(14
)
 
20,689

   Total
$
2,494,087

 
$
53,050

 
$
(17,413
)
 
$
2,529,724

 
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 $1.7 billion as of June 30, 2016 and 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 $19.8 million at June 30, 2016 and $20.6 million at December 31, 2015) and other equity investments (estimated fair value of $895,000 at June 30, 2016 and $914,000 at December 31, 2015).
As of June 30, 2016, the financial institutions stock portfolio had a cost basis of $13.4 million and an estimated fair value of $19.8 million, including an investment in a single financial institution with a cost basis of $7.4 million and an estimated fair value of $10.4 million. The estimated fair value of this investment accounted for 52.5% 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.

12



The amortized cost and estimated fair values of debt securities as of June 30, 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
 
$
55,965

 
$
56,628

Due from one year to five years
 
44,833

 
46,408

Due from five years to ten years
 
94,787

 
97,933

Due after ten years
 
340,172

 
333,957

 
 
535,757

 
534,926

Collateralized mortgage obligations
 
701,853

 
706,346

Mortgage-backed securities
 
1,242,267

 
1,267,763

  Total debt securities
 
$
2,479,877

 
$
2,509,035

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 June 30, 2016
(in thousands)
Equity securities
$
4

 
$
(10
)
 
$
(6
)
Debt securities
108

 
(26
)
 
82

Total
$
112

 
$
(36
)
 
$
76

Three months ended June 30, 2015
 
 
 
 
 
Equity securities
$
2,290

 
$

 
$
2,290

Debt securities
125

 

 
125

Total
$
2,415

 
$

 
$
2,415

 
 
 
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
Equity securities
$
737

 
$
(10
)
 
$
727

Debt securities
322

 
(26
)
 
296

Total
$
1,059

 
$
(36
)
 
$
1,023

Six months ended June 30, 2015
 
 
 
 
 
Equity securities
$
4,260

 
$

 
$
4,260

Debt securities
2,300

 

 
2,300

Total
$
6,560

 
$

 
$
6,560


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 June 30, 2016 and 2015:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period
$
(11,510
)
 
$
(12,302
)
 
$
(11,510
)
 
$
(16,242
)
Reductions for securities sold during the period

 
792

 

 
4,730

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
)
 
$
(11,510
)
 
$
(11,510
)
 
$
(11,510
)

13



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 June 30, 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)
Corporate debt securities
$

 
$

 
$
32,186

 
$
(6,873
)
 
$
32,186

 
$
(6,873
)
Collateralized mortgage obligations
21,695

 
(17
)
 
292,954

 
(1,441
)
 
314,649

 
(1,458
)
Mortgage-backed securities

 

 
11,569

 
(5
)
 
11,569

 
(5
)
Auction rate securities

 

 
97,886

 
(9,063
)
 
97,886

 
(9,063
)
Total debt securities
21,695

 
(17
)
 
434,595

 
(17,382
)
 
456,290

 
(17,399
)
Equity securities
681

 
(14
)
 

 

 
681

 
(14
)
 
$
22,376

 
$
(31
)
 
$
434,595

 
$
(17,382
)
 
$
456,971

 
$
(17,413
)
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 June 30, 2016.
As of June 30, 2016, 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 June 30, 2016, all ARCs were current and making scheduled interest payments. Based on management’s evaluations, ARCs with an estimated fair value of $97.9 million were not subject to any other-than-temporary impairment charges as of June 30, 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 June 30, 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:
 
June 30, 2016
 
December 31, 2015
 
Amortized
cost
 
Estimated
fair value
 
Amortized
cost
 
Estimated
fair value
 
(in thousands)
Single-issuer trust preferred securities
$
43,697

 
$
37,461

 
$
44,648

 
$
39,106

Subordinated debt
29,662

 
30,708

 
39,610

 
40,779

Senior debt
18,040

 
18,652

 
12,043

 
12,329

Pooled trust preferred securities

 
706

 

 
706

Corporate debt securities issued by financial institutions
91,399

 
87,527

 
96,301

 
92,920

Other corporate debt securities
4,020

 
4,020

 
4,035

 
4,035

Available for sale corporate debt securities
$
95,419

 
$
91,547

 
$
100,336

 
$
96,955


Single-issuer trust preferred securities had an unrealized loss of $6.2 million at June 30, 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 $9.5 million at June 30, 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 June 30, 2016 were not rated by any ratings agency.

14



Based on management’s evaluations, corporate debt securities with a fair value of $91.5 million were not subject to any other-than-temporary impairment charges as of June 30, 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:
 
June 30,
2016
 
December 31, 2015
 
(in thousands)
Real-estate - commercial mortgage
$
5,635,347

 
$
5,462,330

Commercial - industrial, financial and agricultural
4,099,177

 
4,088,962

Real-estate - home equity
1,647,319

 
1,684,439

Real-estate - residential mortgage
1,447,292

 
1,376,160

Real-estate - construction
853,699

 
799,988

Consumer
278,071

 
268,588

Leasing and other
208,602

 
170,914

Overdrafts
3,214

 
2,737

Loans, gross of unearned income
14,172,721

 
13,854,118

Unearned income
(17,562
)
 
(15,516
)
Loans, net of unearned income
$
14,155,159

 
$
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:
 
June 30,
2016
 
December 31,
2015
 
(in thousands)
Allowance for loan losses
$
162,546

 
$
169,054

Reserve for unfunded lending commitments
2,562

 
2,358

Allowance for credit losses
$
165,108

 
$
171,412



15



The following table presents the activity in the allowance for credit losses:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Balance at beginning of period
$
166,065

 
$
179,658

 
$
171,412

 
$
185,931

Loans charged off
(10,746
)
 
(15,372
)
 
(21,901
)
 
(21,136
)
Recoveries of loans previously charged off
7,278

 
2,967

 
11,556

 
6,158

Net loans charged off
(3,468
)
 
(12,405
)
 
(10,345
)
 
(14,978
)
Provision for credit losses
2,511

 
2,200

 
4,041

 
(1,500
)
Balance at end of period
$
165,108

 
$
169,453

 
$
165,108

 
$
169,453


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 June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2016
$
48,311

 
$
54,333

 
$
22,524

 
$
19,928

 
$
6,282

 
$
2,324

 
$
2,974

 
$
7,165

 
$
163,841

Loans charged off
(1,474
)
 
(4,625
)
 
(1,045
)
 
(340
)
 
(742
)
 
(569
)
 
(1,951
)
 

 
(10,746
)
Recoveries of loans previously charged off
1,367

 
2,931

 
350

 
420

 
1,563

 
539

 
108

 

 
7,278

Net loans charged off
(107
)
 
(1,694
)
 
(695
)
 
80

 
821

 
(30
)
 
(1,843
)
 

 
(3,468
)
Provision for loan losses (1)
(4,464
)
 
(884
)
 
4,341

 
1,218

 
(1,331
)
 
690

 
1,387

 
1,216

 
2,173

Balance at June 30, 2016
$
43,740

 
$
51,755

 
$
26,170

 
$
21,226

 
$
5,772

 
$
2,984

 
$
2,518

 
$
8,381

 
$
162,546

Three months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2015
$
52,860

 
$
57,150

 
$
23,481

 
$
23,235

 
$
8,487

 
$
2,527

 
$
1,653

 
$
8,308

 
$
177,701

Loans charged off
(1,642
)
 
(11,166
)
 
(870
)
 
(783
)
 
(87
)
 
(357
)
 
(467
)
 

 
(15,372
)
Recoveries of loans previously charged off
451

 
1,471

 
189

 
187

 
231

 
368

 
70

 

 
2,967

Net loans charged off
(1,191
)
 
(9,695
)
 
(681
)
 
(596
)
 
144

 
11

 
(397
)
 

 
(12,405
)
Provision for loan losses (1)
(989
)
 
1,715

 
(294
)
 
148

 
(882
)
 
70

 
359

 
2,062

 
2,189

Balance at June 30, 2015
$
50,680

 
$
49,170

 
$
22,506

 
$
22,787

 
$
7,749

 
$
2,608

 
$
1,615

 
$
10,370

 
$
167,485

Six months ended June 30, 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
(2,056
)
 
(10,813
)
 
(2,586
)
 
(1,408
)
 
(1,068
)
 
(1,576
)
 
(2,394
)
 

 
(21,901
)
Recoveries of loans previously charged off
2,192

 
5,250

 
688

 
556

 
1,946

 
735

 
189

 

 
11,556

Net loans charged off
136

 
(5,563
)
 
(1,898
)
 
(852
)
 
878

 
(841
)
 
(2,205
)
 

 
(10,345
)
Provision for loan losses (1)
(4,262
)
 
220

 
5,663

 
703

 
(1,635
)
 
1,240

 
2,255

 
(347
)
 
3,837

Balance at June 30, 2016
$
43,740

 
$
51,755

 
$
26,170

 
$
21,226

 
$
5,772

 
$
2,984

 
$
2,518

 
$
8,381

 
$
162,546

Six months ended June 30, 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
(2,351
)
 
(13,029
)
 
(1,638
)
 
(2,064
)
 
(87
)
 
(1,137
)
 
(830
)
 

 
(21,136
)
Recoveries of loans previously charged off
887

 
2,257

 
440

 
346

 
1,378

 
609

 
241

 

 
6,158

Net loans charged off
(1,464
)
 
(10,772
)
 
(1,198
)
 
(1,718
)
 
1,291

 
(528
)
 
(589
)
 

 
(14,978
)
Provision for loan losses (1)
(1,349
)
 
8,564

 
(4,567
)
 
(4,567
)
 
(3,298
)
 
121

 
405

 
3,010

 
(1,681
)
Balance at June 30, 2015
$
50,680

 
$
49,170

 
$
22,506

 
$
22,787

 
$
7,749

 
$
2,608

 
$
1,615

 
$
10,370

 
$
167,485


(1)
The provision for loan losses excluded a $338,000 and $204,000 increase, respectively, in the reserve for unfunded lending commitments for the three and six months ended June 30, 2016 and an $11,000 and $181,000 increase, respectively, in the reserve for unfunded lending commitments for the three and six months ended June 30, 2015. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $2.5 million and $4.0 million for the three and six months ended June 30, 2016, respectively, and $2.2 million and a negative $1.5 million for the three and six months ended June 30, 2015.

16



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 June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
32,861

 
$
40,945

 
$
17,089

 
$
9,044

 
$
4,004

 
$
2,971

 
$
2,518

 
$
8,381

 
$
117,813

Evaluated for impairment under FASB ASC Section 310-10-35
10,879

 
10,810

 
9,081

 
12,182

 
1,768

 
13

 

 
N/A

 
44,733

 
$
43,740

 
$
51,755

 
$
26,170

 
$
21,226

 
$
5,772

 
$
2,984

 
$
2,518

 
$
8,381

 
$
162,546

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income at June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
5,582,027

 
$
4,057,883

 
$
1,629,443

 
$
1,399,399

 
$
841,193

 
$
278,053

 
$
194,254

 
N/A

 
$
13,982,252

Evaluated for impairment under FASB ASC Section 310-10-35
53,320

 
41,294

 
17,876

 
47,893

 
12,506

 
18

 

 
N/A

 
172,907

 
$
5,635,347

 
$
4,099,177

 
$
1,647,319

 
$
1,447,292

 
$
853,699

 
$
278,071

 
$
194,254

 
N/A

 
$
14,155,159

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses at June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
37,228

 
$
38,090

 
$
15,838

 
$
8,763

 
$
5,430

 
$
2,588

 
$
1,615

 
$
10,370

 
$
119,922

Evaluated for impairment under FASB ASC Section 310-10-35
13,452

 
11,080

 
6,668

 
14,024

 
2,319

 
20

 

 
N/A

 
47,563

 
$
50,680

 
$
49,170

 
$
22,506

 
$
22,787

 
$
7,749

 
$
2,608

 
$
1,615

 
$
10,370

 
$
167,485

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income at June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measured for impairment under FASB ASC Subtopic 450-20
$
5,172,333

 
$
3,764,999

 
$
1,676,410

 
$
1,315,908

 
$
712,975

 
$
272,463

 
$
136,521

 
N/A

 
$
13,051,609

Evaluated for impairment under FASB ASC Section 310-10-35
65,467

 
41,700

 
13,278

 
53,195

 
18,950

 
31

 

 
N/A

 
192,621

 
$
5,237,800

 
$
3,806,699

 
$
1,689,688

 
$
1,369,103

 
$
731,925

 
$
272,494

 
$
136,521

 
N/A

 
$
13,244,230

 
(1)
The unallocated allowance, which was approximately 5% and 6% of the total allowance for credit losses, respectively, as of June 30, 2016 and 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 $2.5 million provision for credit losses during the three months ended June 30, 2016, compared to a $2.2 million 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 June 30, 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 June 30, 2016 and 2015, approximately 89% and 72%, 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 loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant

17



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:
 
June 30, 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
$
25,452

 
$
22,501

 
$

 
$
27,872

 
$
22,596

 
$

Commercial - secured
21,458

 
18,137

 

 
18,012

 
13,702

 

Real estate - residential mortgage
6,353

 
6,171

 

 
4,790

 
4,790

 

Construction - commercial residential
7,743

 
6,543

 

 
9,916

 
8,865

 

 
61,006

 
53,352

 

 
60,590

 
49,953

 

With a related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Real estate - commercial mortgage
41,420

 
30,819

 
10,879

 
45,189

 
35,698

 
12,471

Commercial - secured
27,349

 
22,183

 
10,230

 
39,659

 
33,629

 
14,085

Commercial - unsecured
1,182

 
974

 
580

 
971

 
821

 
498

Real estate - home equity
22,944

 
17,876

 
9,081

 
20,347

 
15,766

 
7,993

Real estate - residential mortgage
49,976

 
41,722

 
12,182

 
55,242

 
45,635

 
13,422

Construction - commercial residential
8,610

 
5,043

 
1,447

 
9,949

 
6,290

 
2,110

Construction - commercial
731

 
504

 
166

 
820

 
638

 
217

Construction - other
416

 
416

 
155

 
331

 
193

 
68

Consumer - direct
18

 
18

 
13

 
19

 
19

 
14

Consumer - indirect

 

 

 
14

 
14

 
8

Leasing, other and overdrafts

 

 

 
1,658

 
1,425

 
704

 
152,646

 
119,555

 
44,733

 
174,199

 
140,128

 
51,590

Total
$
213,652

 
$
172,907

 
$
44,733

 
$
234,789

 
$
190,081

 
$
51,590

As of June 30, 2016 and December 31, 2015, there were $53.4 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.

18



The following table presents average impaired loans by class segment:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
Average
Recorded
Investment
 
Interest
Income (1)
 
Average
Recorded
Investment
 
Interest
Income (1)
 
Average
Recorded
Investment
 
Interest
Income (1)
 
Average
Recorded
Investment
 
Interest
Income (1)
 
(in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate - commercial mortgage
$
22,762

 
$
72

 
$
27,410

 
$
87

 
$
22,707

 
$
141

 
$
26,018

 
178

Commercial - secured
15,182

 
20

 
16,163

 
24

 
14,688

 
36

 
15,636

 
45

Real estate - residential mortgage
6,191

 
33

 
5,541

 
32

 
5,724

 
63

 
5,318

 
60

Construction - commercial residential
6,421

 
16

 
12,171

 
40

 
7,236

 
35

 
13,048

 
95

Construction - commercial

 

 
925

 

 

 

 
1,144

 

 
50,556

 
141

 
62,210

 
183

 
50,355

 
275

 
61,164

 
378

With a related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate - commercial mortgage
33,042

 
104

 
40,204

 
126

 
33,927

 
212

 
40,143

 
259

Commercial - secured
25,919

 
33

 
25,902

 
38

 
28,489

 
71

 
23,713

 
74

Commercial - unsecured
929

 
1

 
2,082

 
2

 
893

 
2

 
1,751

 
3

Real estate - home equity
17,950

 
70

 
13,016

 
33

 
17,222

 
127

 
13,163

 
64

Real estate - residential mortgage
41,928

 
226

 
47,020

 
270

 
43,164

 
461

 
46,839

 
543

Construction - commercial residential
5,566

 
14

 
6,031

 
21

 
5,807

 
29

 
6,655

 
49

Construction - commercial
548

 

 
960

 

 
578

 

 
981

 

Construction - other
513

 

 
281

 

 
406

 

 
281

 

Consumer - direct
10

 

 
17

 

 
16

 

 
18

 

Consumer - indirect
15

 

 
17

 

 
11

 

 
17

 

Leasing, other and overdrafts
711

 

 

 

 
949

 

 

 

 
127,131

 
448

 
135,530

 
490

 
131,462

 
902

 
133,561

 
992

Total
$
177,687

 
$
589

 
$
197,740

 
$
673

 
$
181,817

 
$
1,177

 
$
194,725

 
1,370

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the three and six months ended June 30, 2016 and 2015 represents amounts earned on accruing TDRs.

Credit Quality Indicators and Non-performing Assets

The following table presents internal credit risk ratings for real estate - commercial mortgages, commercial - secured loans, commercial - unsecured loans, construction - commercial residential loans and construction - commercial loans:
 
Pass
 
Special Mention
 
Substandard or Lower
 
Total
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
(dollars in thousands)
Real estate - commercial mortgage
$
5,371,366

 
$
5,204,263

 
$
141,417

 
$
102,625

 
$
122,564

 
$
155,442

 
$
5,635,347

 
$
5,462,330

Commercial - secured
3,718,231

 
3,696,692

 
95,330

 
92,711

 
130,180

 
136,710

 
3,943,741

 
3,926,113

Commercial - unsecured
149,548

 
156,742

 
2,467

 
2,761

 
3,421

 
3,346

 
155,436

 
162,849

Total commercial - industrial, financial and agricultural
3,867,779

 
3,853,434

 
97,797

 
95,472

 
133,601

 
140,056

 
4,099,177

 
4,088,962

Construction - commercial residential
151,817

 
140,337

 
17,012

 
17,154

 
14,838

 
21,812

 
183,667

 
179,303

Construction - commercial
596,971

 
552,710

 
2,548

 
3,684

 
4,594

 
3,597

 
604,113

 
559,991

Total construction (excluding Construction - other)
748,788

 
693,047

 
19,560

 
20,838

 
19,432

 
25,409

 
787,780

 
739,294

 
$
9,987,933

 
$
9,750,744

 
$
258,774

 
$
218,935

 
$
275,597

 
$
320,907

 
$
10,522,304

 
$
10,290,586

% of Total
94.9
%
 
94.8
%
 
2.5
%
 
2.1
%
 
2.6
%
 
3.1
%
 
100.0
%
 
100.0
%

The following is a summary of the Corporation's internal risk rating categories:
Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.

19



Special Mention: These loans constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.
Substandard or Lower: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

The risk rating process allows management to identify credits that potentially carry more risk in a timely manner and to allocate resources to managing troubled accounts. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for the class segments presented above. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review activities identify a deterioration or an improvement in the loan.

The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and lease receivables. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the various delinquency status categories is a significant component of the allowance for credit losses methodology for those loans, which bases the probability of default on this migration.

The following table presents a summary of performing, delinquency and non-performing status for home equity, real estate - residential mortgages, construction loans to individuals and consumer, leasing and other loans by class segment:
 
Performing
 
Delinquent (1)
 
Non-performing (2)
 
Total
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
 
(dollars in thousands)
Real estate - home equity
$
1,623,095

 
$
1,660,773

 
$
10,051

 
$
8,983

 
$
14,173

 
$
14,683

 
$
1,647,319

 
$
1,684,439

Real estate - residential mortgage
1,408,244

 
1,329,371

 
14,018

 
18,305

 
25,030

 
28,484

 
1,447,292

 
1,376,160

Construction - other
63,404

 
59,997

 
1,416

 
88

 
1,099

 
609

 
65,919

 
60,694

Consumer - direct
92,906

 
94,262

 
1,860

 
2,254

 
1,695

 
2,203

 
96,461

 
98,719

Consumer - indirect
179,293

 
166,823

 
2,124

 
2,809

 
193

 
237

 
181,610

 
169,869

Total consumer
272,199

 
261,085

 
3,984

 
5,063

 
1,888

 
2,440

 
278,071

 
268,588

Leasing, other and overdrafts
193,233

 
155,870

 
863

 
759

 
158

 
1,506

 
194,254

 
158,135

 
$
3,560,175

 
$
3,467,096

 
$
30,332

 
$
33,198

 
$
42,348

 
$
47,722

 
$
3,632,855

 
$
3,548,016

% of Total
98.0
%
 
97.7
%
 
0.8
%
 
1.0
%
 
1.2
%
 
1.3
%
 
100.0
%
 
100.0
%

(1)
Includes all accruing loans 30 days to 89 days past due.
(2)
Includes all accruing loans 90 days or more past due and all non-accrual loans.
The following table presents non-performing assets:

 
June 30,
2016
 
December 31,
2015
 
(in thousands)
Non-accrual loans
$
111,742

 
$
129,523

Loans 90 days or more past due and still accruing
15,992

 
15,291

Total non-performing loans
127,734

 
144,814

Other real estate owned (OREO)
11,918

 
11,099

Total non-performing assets
$
139,652

 
$
155,913



20



The following table presents past due status and non-accrual loans by portfolio segment and class segment:
 
June 30, 2016
 
30-59
Days Past
Due
 
60-89
Days Past
Due
 
≥ 90 Days
Past Due
and
Accruing
 
Non-
accrual
 
Total ≥ 90
Days
 
Total Past
Due
 
Current
 
Total
 
(in thousands)
Real estate - commercial mortgage
$
7,813

 
$
2,288

 
$
192

 
$
35,512

 
$
35,704

 
$
45,805

 
$
5,589,542

 
$
5,635,347

Commercial - secured
4,532

 
7,207

 
2,997

 
34,675

 
37,672

 
49,411

 
3,894,330

 
3,943,741

Commercial - unsecured
372

 
43

 
367

 
863

 
1,230

 
1,645

 
153,791

 
155,436

Total commercial - industrial, financial and agricultural
4,904

 
7,250

 
3,364

 
35,538

 
38,902

 
51,056

 
4,048,121

 
4,099,177

Real estate - home equity
7,600

 
2,451

 
3,470

 
10,703

 
14,173

 
24,224

 
1,623,095

 
1,647,319

Real estate - residential mortgage
10,356

 
3,662

 
4,461

 
20,569

 
25,030

 
39,048

 
1,408,244

 
1,447,292

Construction - commercial residential

 
541

 

 
8,499

 
8,499

 
9,040

 
174,627

 
183,667

Construction - commercial
1,482

 
1,134

 
1,777

 
504

 
2,281

 
4,897

 
599,216

 
604,113

Construction - other
1,416

 

 
682

 
417

 
1,099

 
2,515

 
63,404

 
65,919

Total real estate - construction
2,898

 
1,675

 
2,459

 
9,420

 
11,879

 
16,452

 
837,247

 
853,699

Consumer - direct
1,169

 
691

 
1,695

 

 
1,695

 
3,555

 
92,906

 
96,461

Consumer - indirect
1,734

 
390

 
193

 

 
193

 
2,317

 
179,293

 
181,610

Total consumer
2,903

 
1,081

 
1,888

 

 
1,888

 
5,872

 
272,199

 
278,071

Leasing, other and overdrafts
400

 
463

 
158

 

 
158

 
1,021

 
193,233

 
194,254

Total
$
36,874

 
$
18,870

 
$
15,992

 
$
111,742

 
$
127,734

 
$
183,478

 
$
13,971,681

 
$
14,155,159

 
December 31, 2015
 
30-59
Days Past
Due
 
60-89
Days Past
Due
 
≥ 90 Days
Past Due
and
Accruing
 
Non-
accrual
 
Total ≥ 90
Days
 
Total Past
Due
 
Current
 
Total
 
(in thousands)
Real estate - commercial mortgage
$
6,469

 
$
1,312

 
$
439

 
$
40,731

 
$
41,170

 
$
48,951

 
$
5,413,379

 
$
5,462,330

Commercial - secured
5,654

 
2,615

 
1,853

 
41,498

 
43,351

 
51,620

 
3,874,493

 
3,926,113

Commercial - unsecured
510

 
83

 
19

 
701

 
720

 
1,313

 
161,536

 
162,849

Total commercial - industrial, financial and agricultural
6,164

 
2,698

 
1,872

 
42,199

 
44,071

 
52,933

 
4,036,029

 
4,088,962

Real estate - home equity
6,438

 
2,545

 
3,473

 
11,210

 
14,683

 
23,666

 
1,660,773

 
1,684,439

Real estate - residential mortgage
15,141

 
3,164

 
6,570

 
21,914

 
28,484

 
46,789

 
1,329,371

 
1,376,160

Construction - commercial residential
1,366

 
494

 

 
11,213

 
11,213

 
13,073

 
166,230

 
179,303

Construction - commercial
50

 
176

 

 
638

 
638

 
864

 
559,127

 
559,991

Construction - other
88

 

 
416

 
193

 
609

 
697

 
59,997

 
60,694

Total real estate - construction
1,504

 
670

 
416

 
12,044

 
12,460

 
14,634

 
785,354

 
799,988

Consumer - direct
1,687

 
567

 
2,203

 

 
2,203

 
4,457

 
94,262

 
98,719

Consumer - indirect
2,308

 
501

 
237

 

 
237

 
3,046

 
166,823

 
169,869

Total consumer
3,995

 
1,068

 
2,440

 

 
2,440

 
7,503

 
261,085

 
268,588

Leasing, other and overdrafts
483

 
276

 
81

 
1,425

 
1,506

 
2,265

 
155,870

 
158,135

Total
$
40,194

 
$
11,733

 
$
15,291

 
$
129,523

 
$
144,814

 
$
196,741

 
$
13,641,861

 
$
13,838,602



21



The following table presents TDRs, by class segment:
 
June 30,
2016
 
December 31,
2015
 
(in thousands)
Real-estate - residential mortgage
$
27,324

 
$
28,511

Real-estate - commercial mortgage
17,808

 
17,563

Commercial - secured
5,645

 
5,833

Construction - commercial residential
3,086

 
3,942

Real estate - home equity
7,173

 
4,556

Commercial - unsecured
111

 
120

Consumer - indirect

 
14

Consumer - direct
18

 
19

Total accruing TDRs
61,165

 
60,558

Non-accrual TDRs (1)
24,887

 
31,035

Total TDRs
$
86,052

 
$
91,593

 
(1)
Included in non-accrual loans in the preceding table detailing non-performing assets.

As of June 30, 2016 and December 31, 2015, there were $3.8 million and $5.3 million, respectively, of commitments to lend additional funds to borrowers whose loans were modified under TDRs.




































22



The following table presents TDRs, by class segment as of June 30, 2016 and 2015, that were modified during the three and six months ended June 30, 2016 and 2015:
 
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
Number of Loans
 
Post-Modification Recorded Investment
 
Number of Loans
 
Post-Modification Recorded Investment
 
Number of Loans
 
Post-Modification Recorded Investment
 
Number of Loans
 
Post-Modification Recorded Investment
 
(dollars in thousands)
Commercial – secured:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity without rate concession
4

 
$
1,146

 
3

 
$
1,047

 
6

 
$
1,976

 
11

 
$
7,823

Commercial – unsecured:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity without rate concession

 

 

 

 
2

 
103

 
1

 
42

Real estate - commercial mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity without rate concession

 

 
1

 
132

 

 

 
4

 
2,627

Real estate - home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity with rate concession

 

 

 

 
1

 
44

 

 

 
Bankruptcy
23

 
969

 
15

 
739

 
60

 
3,667

 
25

 
1,231

Real estate – residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity with rate concession

 

 

 

 

 

 
1

 
104

 
Extend maturity without rate concession
2

 
315

 

 

 
2

 
315

 
2

 
225

 
Bankruptcy
1

 
373

 
4

 
456

 
1

 
373

 
5

 
737

Construction - commercial residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extend maturity without rate concession

 

 

 

 

 

 
1

 
889

Consumer - direct:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bankruptcy

 

 

 

 
1

 
2

 

 

Consumer - indirect:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bankruptcy

 

 

 

 

 

 
1

 
13

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
30

 
$
2,803

 
23

 
$
2,374

 
73

 
$
6,480

 
51

 
$
13,691

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The following table presents TDRs, by class segment, as of June 30, 2016 and 2015, that were modified in the previous 12 months and had a post-modification payment default during the six months ended June 30, 2016 and 2015. The Corporation defines a payment default as a single missed payment.
 
2016
 
2015
 
Number of Loans
 
Recorded Investment
 
Number of Loans
 
Recorded Investment
 
(dollars in thousands)
Real estate - home equity
22
 
$
1,448

 
7
 
$
614

Real estate - residential mortgage
5
 
972

 
6
 
652

Commercial - secured
4
 
1,096

 
8
 
4,779

Real estate - commercial mortgage
2
 
132

 
2
 
191

Commercial - unsecured
1
 
27

 
 

Total
34
 
$
3,675

 
23
 
$
6,236




23



NOTE 6 – Mortgage Servicing Rights
The following table summarizes the changes in mortgage servicing rights ("MSRs"), which are included in other assets on the consolidated balance sheets:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Amortized cost:
 
 
 
 
 
 
 
Balance at beginning of period
$
40,195

 
$
41,803

 
$
40,944

 
$
42,148

Originations of mortgage servicing rights
1,508

 
1,956

 
2,428

 
3,513

Amortization
(1,829
)
 
(2,161
)
 
(3,498
)
 
(4,063
)
Balance at end of period
$
39,874

 
$
41,598

 
$
39,874

 
$
41,598

 
 
 
 
 
 
 
 
Valuation allowance:
 
 
 
 
 
 
 
Balance at beginning of period
$

 
$

 
$

 
$

Additions
(1,721
)
 

 
(1,721
)
 

Balance at end of period
$
(1,721
)
 
$

 
$
(1,721
)
 
$

 
 
 
 
 
 
 
 
Net MSRs at end of period
$
38,153

 
$
41,598

 
$
38,153

 
$
41,598


MSRs represent the economic value of existing contractual rights to service mortgage loans that have been sold. Accordingly, actual and expected prepayments of the underlying mortgage loans can impact the value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. Based on its fair value analysis, the Corporation determined that an addition to the valuation allowance of $1.7 million was necessary as of June 30, 2016. No valuation allowance was necessary as of June 30, 2015.


NOTE 7 – Stock-Based Compensation

The Corporation grants equity awards to employees, consisting of stock options, restricted stock, RSUs and PSUs under its Amended and Restated Equity and Cash Incentive Compensation Plan ("Employee Equity Plan"). In addition, employees may purchase stock under the Corporation’s Employee Stock Purchase Plan. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards. Compensation expense for PSUs is also recognized over the period during which employees are required to provide service in exchange for such awards, however, compensation expense may vary based on the expectations for actual performance relative to defined performance measures.

The Corporation also grants equity awards to non-employee members of its board of directors under the 2011 Directors’ Equity Participation Plan ("Directors’ Plan"). Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock or common stock.

Equity awards issued under the Employee Equity Plan are generally granted annually and become fully vested over or after a three-year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan generally vest immediately upon grant. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards.


24



The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Stock-based compensation expense
$
1,820

 
$
1,767

 
$
3,256

 
$
2,838

Tax benefit
(642
)
 
(622
)
 
(1,075
)
 
(914
)
Stock-based compensation expense, net of tax
$
1,178

 
$
1,145

 
$
2,181

 
$
1,924


Stock option fair values are estimated through the use of the Black-Scholes valuation methodology as of the date of grant. Stock options carry terms of up to ten years. Fair values for restricted stock, RSUs and a majority of PSUs are based on the trading price of the Corporation’s stock on the date of grant and earn dividends during the vesting period, which are forfeitable if the awards do not vest. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

As of June 30, 2016, the Employee Equity Plan had 11.5 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 384,000 shares reserved for future grants through 2021. On May 1, 2016, the Corporation granted approximately 356,000 PSUs and 163,000 RSUs under the Employee Equity Plan. On June 1, 2016, the Corporation granted approximately 12,000 shares of common stock to its directors. Total expense of $175,000 was recognized in other expense for this grant.

NOTE 8 – Employee Benefit Plans
The Corporation maintains a defined benefit pension plan ("Pension Plan") for certain employees, which was curtailed in 2008. Contributions to the Pension Plan are actuarially determined and funded annually, if required. Pension Plan assets are invested in: money markets; fixed income securities, including corporate bonds, U.S. Treasury securities and common trust funds; and equity securities, including common stocks and common stock mutual funds.
The net periodic benefit cost for the Corporation’s Pension Plan consisted of the following components:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Service cost (1)
$
194

 
$
145

 
$
344

 
$
290

Interest cost
879

 
851

 
1,760

 
1,702

Expected return on plan assets
(433
)
 
(752
)
 
(1,159
)
 
(1,504
)
Net amortization and deferral
428

 
782

 
1,210

 
1,564

Net periodic benefit cost
$
1,068

 
$
1,026

 
$
2,155

 
$
2,052


(1)
Service cost was related to administrative costs associated with the plan and was not due to the accrual of additional participant benefits.
The Corporation provides benefits under a postretirement benefits plan ("Postretirement Plan") to certain retirees who were employees of the Corporation prior to January 1, 1998 and retired from employment with the Corporation prior to February 1, 2014.

25



The net periodic cost (benefit) of the Corporation’s Postretirement Plan consisted of the following components:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Interest cost
5

 
52

 
43

 
104

Expected return on plan assets
(1
)
 

 
(1
)
 

Net accretion and deferral
(210
)
 
(65
)
 
(275
)
 
(130
)
Net periodic benefit
$
(206
)
 
$
(13
)
 
$
(233
)
 
$
(26
)

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the consolidated balance sheets and recognizes the change in that funded status through other comprehensive income.

NOTE 9 – Derivative Financial Instruments

The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. None of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. Derivative instruments are carried at fair value, with changes in fair values recognized in earnings as components of non-interest income and non-interest expense on the consolidated statements of income.

Derivative contracts create counterparty credit risk with both the Corporation's customers and with institutional derivative counterparties. The Corporation manages counterparty credit risk through its credit approval processes, monitoring procedures and obtaining adequate collateral, when the Corporation determines it is appropriate to do so and in accordance with counterparty contracts.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets, and changes in fair values during the period are recorded in mortgage banking income on the consolidated statements of income.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments that are recorded at their fair value in other assets and other liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest expense on the consolidated statements of income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a future date at a contractual price. The Corporation offsets its foreign exchange contract exposure with customers by entering into contracts with third-party correspondent financial institutions to mitigate its exposure to fluctuations in foreign currency exchange rates. The Corporation also holds certain amounts of foreign currency with international correspondent banks. The Corporation's policy limits the total net foreign currency open positions, which includes all outstanding contracts and foreign account balances, to $500,000. Gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets, with changes in fair values during the period recorded within other service charges and fees on the consolidated statements of income.

26



The following table presents a summary of the notional amounts and fair values of derivative financial instruments:
 
June 30, 2016
 
December 31, 2015
 
Notional
Amount
 
Asset
(Liability)
Fair Value
 
Notional
Amount
 
Asset
(Liability)
Fair Value
 
(in thousands)
Interest Rate Locks with Customers
 
 
 
 
 
 
 
Positive fair values
$
159,646

 
$
3,023

 
$
87,781

 
$
1,291

Negative fair values
414

 
(4
)
 
267

 
(16
)
Net interest rate locks with customers

 
3,019

 

 
1,275

Forward Commitments
 
 
 
 
 
 
 
Positive fair values

 

 
69,045

 
205

Negative fair values
137,811

 
(1,831
)
 
16,193

 
(24
)
Net forward commitments
 
 
(1,831
)
 
 
 
181

Interest Rate Swaps with Customers
 
 
 
 
 
 
 
Positive fair values
1,098,942

 
82,874

 
846,490

 
32,915

Negative fair values
8,000

 
(14
)
 
8,757

 
(55
)
Net interest rate swaps with customers
 
 
82,860

 
 
 
32,860

Interest Rate Swaps with Dealer Counterparties
 
 
 
 
 
 
 
Positive fair values
8,000

 
14

 
8,757

 
55

Negative fair values
1,098,942

 
(82,874
)
 
846,490

 
(32,915
)
Net interest rate swaps with dealer counterparties
 
 
(82,860
)
 
 
 
(32,860
)
Foreign Exchange Contracts with Customers
 
 
 
 
 
 
 
Positive fair values
11,577

 
479

 
4,897

 
114

Negative fair values
6,268

 
(94
)
 
8,050

 
(184
)
Net foreign exchange contracts with customers
 
 
385

 
 
 
(70
)
Foreign Exchange Contracts with Correspondent Banks
 
 
 
 
 
 
 
Positive fair values
9,595

 
377

 
9,728

 
428

Negative fair values
15,231

 
(443
)
 
6,899

 
(147
)
Net foreign exchange contracts with correspondent banks
 
 
(66
)
 
 
 
281

Net derivative fair value asset
 
 
$
1,507

 
 
 
$
1,667


The following table presents a summary of the fair value gains and losses on derivative financial instruments:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Interest rate locks with customers
$
512

 
$
(1,287
)
 
$
1,744

 
$
(165
)
Forward commitments
(906
)
 
2,291

 
(2,012
)
 
2,845

Interest rate swaps with customers
20,569

 
(9,839
)
 
50,000

 
(435
)
Interest rate swaps with dealer counterparties
(20,569
)
 
9,839

 
(50,000
)
 
435

Foreign exchange contracts with customers
81

 
(748
)
 
455

 
(181
)
Foreign exchange contracts with correspondent banks
(68
)
 
711

 
(347
)
 
387

Net fair value gains (losses) on derivative financial instruments
$
(381
)
 
$
967

 
$
(160
)
 
$
2,886


Fair Value Option

U.S. GAAP permits entities to measure many financial instruments and certain other items at fair value and requires certain disclosures for amounts for which the fair value option is applied. The Corporation has elected to measure mortgage loans held for sale at fair value to more accurately reflect the financial results of its mortgage banking activities in its consolidated financial statements. Derivative financial instruments related to these activities are also recorded at fair value, as noted above. The Corporation

27



determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Changes in fair values during the period are recorded as components of mortgage banking income on the consolidated statements of income. Interest income earned on mortgage loans held for sale is classified in interest income on the consolidated statements of income.

The following table presents a summary of the Corporation’s mortgage loans held for sale:
 
June 30,
2016
 
December 31,
2015
 
(in thousands)
Cost
$
33,164

 
$
16,584

Fair value
34,330

 
16,886


During the three and six months ended June 30, 2016, the Corporation recorded gains related to changes in fair values of mortgage loans held for sale of $634,000 and $864,000, respectively. During the three and six months ended June 30, 2015, the Corporation recorded losses related to changes in fair values of mortgage loans held for sale of $483,000 and $222,000, respectively.

Balance Sheet Offsetting

Certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets because they are subject to master netting arrangements or similar agreements. The Corporation elects to not offset assets and liabilities subject to such arrangements on the consolidated financial statements.

The Corporation is a party to interest rate swap transactions with financial institution counterparties and customers, disclosed in detail above. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default.

The Corporation is also a party to foreign currency exchange contracts with financial institution counterparties, under which the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. As with interest rate swap contracts, cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the foreign currency exchange contracts in the event of default.

The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified in short-term borrowings on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with investment securities on the consolidated balance sheets. The Corporation has no intention of setting off these amounts. Therefore, these repurchase agreements are not eligible for offset.


















28



The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:
 
Gross Amounts
 
Gross Amounts Not Offset
 
 
 
Recognized
 
 on the Consolidated
 
 
 
on the
 
Balance Sheets
 
 
 
Consolidated
 
Financial
 
Cash
 
Net
 
Balance Sheets
 
Instruments(1)
 
Collateral (2)

 
Amount
 
(in thousands)
June 30, 2016
 
 
 
 
 
 
 
Interest rate swap derivative assets
$
82,888

 
$
(14
)
 
$

 
$
82,874

Foreign exchange derivative assets with correspondent banks
377

 
(359
)
 
(18
)
 

Total
$
83,265

 
$
(373
)
 
$
(18
)
 
$
82,874

 
 
 
 
 
 
 
 
Interest rate swap derivative liabilities
$
82,888

 
$
(14
)
 
$
(82,510
)
 
$
364

Foreign exchange derivative liabilities with correspondent banks
443

 
(359
)
 

 
84

Total
$
83,331

 
$
(373
)
 
$
(82,510
)
 
$
448

 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
Interest rate swap derivative assets
$
32,970

 
$
(55
)
 
$

 
$
32,915

Foreign exchange derivative assets with correspondent banks
428

 
(147
)
 

 
281

Total
$
33,398

 
$
(202
)
 
$

 
$
33,196

 
 
 
 
 
 
 
 
Interest rate swap derivative liabilities
$
32,970

 
$
(55
)
 
$
(31,130
)
 
$
1,785

Foreign exchange derivative liabilities with correspondent banks
147

 
(147
)
 

 

Total
$
33,117

 
$
(202
)
 
$
(31,130
)
 
$
1,785


(1)
For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.
(2)
Amounts represent cash collateral received from the counterparty or posted by the Corporation.

NOTE 10 – Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.

Those financial instruments include commitments to extend credit and letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized on the Corporation’s consolidated balance sheets. Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the outstanding amount of those instruments.

The outstanding amounts of commitments to extend credit and letters of credit as of the dates indicated were as follows:
 
June 30,
2016
 
December 31, 2015
 
(in thousands)
Commitments to extend credit
$
5,898,623

 
$
5,784,138

Standby letters of credit
362,506

 
374,729

Commercial letters of credit
37,836

 
39,529


The Corporation records a reserve for unfunded lending commitments, which represents management’s estimate of losses associated with unused commitments to extend credit. See Note 5, "Loans and Allowance for Credit Losses," for additional details.





29




Residential Lending

Residential mortgages originated and sold by the Corporation consist primarily of conforming, prime loans sold to government sponsored agencies, such as the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). The Corporation also sells certain prime loans it originates to non-government sponsored agency investors.

The Corporation provides customary representations and warranties to government sponsored entities and investors that specify, among other things, that the loans have been underwritten to the standards established by the government sponsored entity or investor. The Corporation may be required to repurchase a loan, or reimburse the government sponsored entity or investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. As of both June 30, 2016 and December 31, 2015, total outstanding repurchase requests totaled approximately $543,000.

From 2000 to 2011, the Corporation sold loans to the Federal Home Loan Bank of Pittsburgh under its Mortgage Partnership Finance Program ("MPF Program"). The Corporation provided a "credit enhancement" for residential mortgage loans sold under the MPF Program whereby it would assume credit losses in excess of a defined "First Loss Account," or "FLA" balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding principal balance of loans sold. As of June 30, 2016, the unpaid principal balance of loans sold under the MPF Program was approximately $114 million. As of June 30, 2016 and December 31, 2015, the reserve for estimated credit losses related to loans sold under the MPF Program was $2.1 million and $1.8 million, respectively. Required reserves are calculated based on delinquency status and estimated loss rates established through the Corporation's existing allowance for credit losses methodology for residential mortgage loans.

As of June 30, 2016 and December 31, 2015, the total reserve for losses on residential mortgage loans sold was $2.8 million and $2.6 million, respectively, including both reserves for credit losses under the MPF Program and reserves for representation and warranty exposures. Management believes that the reserves recorded as of June 30, 2016 are adequate. However, declines in collateral values, the identification of additional loans to be repurchased, or a deterioration in the credit quality of loans sold under the MPF Program could necessitate additional reserves, established through charges to earnings, in the future.

Legal Proceedings

The Corporation and its subsidiaries are involved in various legal proceedings in the ordinary course of business of the Corporation. The Corporation periodically evaluates the possible impact of pending litigation matters based on, among other factors, the advice of counsel, available insurance coverage and recorded liabilities and reserves for probable legal liabilities and costs. In addition, from time to time, the Corporation is the subject of investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other industry participants. These inquiries could lead to administrative, civil or criminal proceedings, and could possibly result in fines, penalties, restitution or the need to alter the Corporation’s business practices, and cause the Corporation to incur additional costs. The Corporation’s practice is to cooperate fully with regulatory and governmental investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending proceedings will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

BSA/AML Enforcement Orders

The Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the "BSA/AML Compliance Program"), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the "BSA/AML Requirements"). The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent ("Consent Orders"), generally require, among other things, that the Corporation and its bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were

30



properly identified and reported in accordance with the BSA/AML Requirements. In addition to requiring strengthening and enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, received a letter from the U.S. Department of Justice (the "Department") indicating that the Department had initiated an investigation regarding potential violations of fair lending laws by the Bank in certain of its geographies. The Bank is cooperating with the Department and responding to the Department’s requests for information. Although the Corporation is not able to predict the outcome of the Department’s investigation, it could result in legal proceedings the resolution of which could potentially involve a settlement, fines or other remedial actions.

Agostino, et al. Litigation

Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, and two unrelated, third-party defendants, Ameriprise Financial Services, Inc. and Riverview Bank, have been named as defendants in a lawsuit brought on behalf of a group of 58 plaintiffs filed on March 31, 2016 in the Court of Common Pleas for Dauphin County, Pennsylvania (Agostino, et al. v. Ameriprise Financial Services, Inc., et al., No. 2016-CV-2048-CV). The plaintiffs in this action, who are individuals, trustees of certain irrevocable trusts or the executors of the estates of deceased individuals, were clients of Jeffrey M. Mottern, a now deceased attorney, who is alleged to have operated a Ponzi scheme which defrauded the plaintiffs over a period of years through the sale of fictitious, high-yielding investments or by otherwise misappropriating funds entrusted to Mr. Mottern. Mr. Mottern is alleged to have used the proceeds of these activities to engage in speculative securities trading, which incurred significant losses, and for Mr. Mottern’s personal expenses. The allegations against the Bank relate to a commercial checking account at the Bank maintained by Mr. Mottern in connection with Mr. Mottern’s law practice. The lawsuit alleges that the Bank is liable to the plaintiffs for failing to properly monitor Mr. Mottern’s checking account and detect Mr. Mottern’s fraudulent activity, and specifically alleges that the Bank aided and abetted Mr. Mottern’s: (1) fraud; (2) breach of fiduciary duty; (3) violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law; and (4) conversion. Similar claims have been asserted against Ameriprise Financial Services, Inc. and Riverview Bank, which allegedly maintained a personal brokerage account and a trust account for client or other third-party funds, respectively, for Mr. Mottern. The lawsuit seeks damages from the defendants, including the Bank, alleged to be in excess of $11.3 million, treble damages and attorneys’ fees with respect to alleged violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, punitive damages, plus interest and costs. On April 29, 2016, the Bank filed a Notice of Removal to remove this lawsuit to the United States District Court for the Middle District of Pennsylvania. On May 25, 2016, the Bank filed a motion to dismiss the lawsuit for failure to state a claim. On May 31, 2016, the plaintiffs filed a motion to remand the lawsuit to the Court of Common Pleas for Dauphin County, Pennsylvania. On June 17, 2016, the Bank filed a brief opposing the motion to remand. The motion to remand is pending before the District Court and further briefing on the motion to dismiss has been stayed pending resolution of the motion to remand.

NOTE 11 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):
Level 1 – Inputs that represent quoted prices for identical instruments in active markets.
Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
The Corporation has categorized all assets and liabilities measured at fair value on both a recurring and nonrecurring basis into the above three levels.



31



The following tables present summaries of the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:
 
June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Mortgage loans held for sale
$

 
$
34,330

 
$

 
$
34,330

Available for sale investment securities:
 
 
 
 
 
 
 
Equity securities
20,689

 

 

 
20,689

U.S. Government sponsored agency securities

 
146

 

 
146

State and municipal securities

 
345,347

 

 
345,347

Corporate debt securities

 
88,416

 
3,131

 
91,547

Collateralized mortgage obligations

 
706,346

 

 
706,346

Mortgage-backed securities

 
1,267,763

 

 
1,267,763

Auction rate securities

 

 
97,886

 
97,886

Total available for sale investment securities
20,689

 
2,408,018

 
101,017

 
2,529,724

Other assets
16,873

 
85,911

 

 
102,784

Total assets
$
37,562

 
$
2,528,259

 
$
101,017

 
$
2,666,838

Other liabilities
$
16,541

 
$
84,722

 
$

 
$
101,263

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Mortgage loans held for sale
$

 
$
16,886

 
$

 
$
16,886

Available for sale investment securities:
 
 
 
 
 
 
 
Equity securities
21,514

 

 

 
21,514

U.S. Government sponsored agency securities

 
25,136

 

 
25,136

State and municipal securities

 
262,765

 

 
262,765

Corporate debt securities

 
93,619

 
3,336

 
96,955

Collateralized mortgage obligations

 
821,509

 

 
821,509

Mortgage-backed securities

 
1,158,835

 

 
1,158,835

Auction rate securities

 

 
98,059

 
98,059

Total available for sale investment securities
21,514

 
2,361,864

 
101,395

 
2,484,773

Other assets
16,129

 
34,465

 

 
50,594

Total assets
$
37,643

 
$
2,413,215

 
$
101,395

 
$
2,552,253

Other liabilities
$
15,914

 
$
33,010

 
$

 
$
48,924

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:
Mortgage loans held for sale – This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of June 30, 2016 and December 31, 2015 were measured based on the price that secondary market investors were offering for loans with similar characteristics. See Note 9, "Derivative Financial Instruments" for details related to the Corporation’s election to measure assets and liabilities at fair value.
Available for sale investment securities – Included in this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.
Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.


32



Management tests the values provided by the pricing service by obtaining securities prices from an alternative third-party source and comparing the results. This test is done for approximately 80% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.
Equity securities – Equity securities consist of common stocks of financial institutions ($19.8 million at June 30, 2016 and $20.6 million at December 31, 2015) and other equity investments ($895,000 at June 30, 2016 and $914,000 at December 31, 2015). These Level 1 investments are measured at fair value based on quoted prices for identical securities in active markets.
U.S. Government securities/U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Mortgage-backed securities – These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.
Corporate debt securities – This category consists of subordinated debt issued by financial institutions ($30.7 million at June 30, 2016 and $40.8 million at December 31, 2015), senior debt ($18.7 million at June 30, 2016 and $12.3 million at December 31, 2015), single-issuer trust preferred securities issued by financial institutions ($37.4 million at June 30, 2016 and $39.1 million at December 31, 2015), pooled trust preferred securities issued by financial institutions ($706,000 at both June 30, 2016 and December 31, 2015) and other corporate debt issued by non-financial institutions ($4.0 million at both June 30, 2016 and December 31, 2015).
Level 2 investments include the Corporation’s holdings of subordinated debt, other corporate debt issued by non-financial institutions and $35.0 million and $36.5 million of single-issuer trust preferred securities held at June 30, 2016 and December 31, 2015, respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.
Level 3 investments include the Corporation’s investments in pooled trust preferred securities ($706,000 at both June 30, 2016 and December 31, 2015) and certain single-issuer trust preferred securities ($2.4 million at June 30, 2016 and $2.6 million at December 31, 2015). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.
Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime in the next five years. If the assumed return to market liquidity was lengthened beyond the next five years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 fair values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.
Other assets – Included in this category are the following:
Level 1 assets include mutual funds that are held in trust for employee deferred compensation plans ($16.0 million at June 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($868,000 at June 30, 2016 and $547,000 at December 31, 2015). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.
Level 2 assets include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($3.0 million at June 30, 2016 and $1.5 million at December 31, 2015) and the fair value of interest rate swaps ($82.9 million at June 30, 2016 and $33.0 million at December 31, 2015). The fair values of the Corporation’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See Note 9, "Derivative Financial Instruments," for additional information.


33



Other liabilities – Included in this category are the following:

Level 1 liabilities include employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans ($16.0 million at June 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($537,000 at June 30, 2016 and $331,000 at December 31, 2015). The fair value of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.

Level 2 liabilities include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($1.8 million at June 30, 2016 and $40,000 at December 31, 2015) and the fair value of interest rate swaps ($82.9 million at June 30, 2016 and $33.0 million at December 31, 2015). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.


34



The following table presents the changes in the Corporation’s available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3):
 
Three months ended June 30, 2016
 
Pooled Trust
Preferred
Securities
 
Single-issuer
Trust Preferred
Securities
 
ARCs
 
(in thousands)
Balance at March 31, 2016
$
706

 
$
2,400

 
$
97,326

Unrealized adjustment to fair value (1)

 
22

 
482

Discount accretion (2)

 
3

 
78

Balance at June 30, 2016
$
706

 
$
2,425

 
$
97,886

 
 
 
 
 
 
 
Three months ended June 30, 2015
Balance at March 31, 2015
$
1,084

 
$
3,820

 
$
98,932

Sales
(554
)
 

 

Unrealized adjustment to fair value (1)

 
(2
)
 
(420
)
Discount accretion (2)

 
2

 
94

Balance at June 30, 2015
$
530

 
$
3,820

 
$
98,606

 
 
 
 
 
 
 
Six months ended June 30, 2016
 
Pooled Trust
Preferred
Securities
 
Single-issuer
Trust Preferred
Securities
 
ARCs
 
(in thousands)
Balance at December 31, 2015
$
706

 
$
2,630

 
$
98,059

Unrealized adjustment to fair value (1)

 
(211
)
 
(350
)
Discount accretion (2)

 
6

 
177

Balance at June 30, 2016
$
706

 
$
2,425

 
$
97,886

 
 
 
 
 
 
 
Six months ended June 30, 2015
Balance at December 31, 2014
$
4,088

 
$
3,820

 
$
100,941

Sales
(3,633
)
 

 

Unrealized adjustment to fair value (1)
190

 
(4
)
 
(88
)
Settlements - calls
(117
)
 

 
(2,446
)
Discount accretion (2)
2

 
4

 
199

Balance at June 30, 2015
$
530

 
$
3,820

 
$
98,606

 
 
 
 
 
 

(1)
Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.
(2)
Included as a component of net interest income on the consolidated statements of income.




35



Certain financial assets are not measured at fair value on an ongoing basis, but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents the Corporation’s financial assets measured at fair value on a nonrecurring basis and reported on the Corporation’s consolidated balance sheets:
 
June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Net loans
$

 
$

 
$
128,174

 
$
128,174

Other financial assets

 

 
50,071

 
50,071

Total assets
$

 
$

 
$
178,245

 
$
178,245

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Net loans
$

 
$

 
$
138,491

 
$
138,491

Other financial assets

 

 
52,043

 
52,043

Total assets
$

 
$

 
$
190,534

 
$
190,534

The valuation techniques used to measure fair value for the items in the table above are as follows:
Net loans – This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See Note 5, "Loans and Allowance for Credit Losses," for additional details.
Other financial assets – This category includes OREO ($11.9 million at June 30, 2016 and $11.1 million at December 31, 2015) and MSRs ($38.2 million at June 30, 2016 and $40.9 million at December 31, 2015), both classified as Level 3 assets.
Fair values for OREO were based on estimated selling prices less estimated selling costs for similar assets in active markets.
MSRs are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the June 30, 2016 valuation were 13.7% and 10.1%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.










36



As required by FASB ASC Section 825-10-50, the following table details the book values and estimated fair values of the Corporation’s financial instruments as of June 30, 2016 and December 31, 2015. In addition, a general description of the methods and assumptions used to estimate such fair values is also provided.
 
June 30, 2016
 
December 31, 2015
 
Book Value
 
Estimated
Fair Value
 
Book Value
 
Estimated
Fair Value
 
(in thousands)
FINANCIAL ASSETS
 
 
 
 
 
 
 
Cash and due from banks
$
84,647

 
$
84,647

 
$
101,120

 
$
101,120

Interest-bearing deposits with other banks
348,232

 
348,232

 
230,300

 
230,300

Federal Reserve Bank and Federal Home Loan Bank stock
59,854

 
59,854

 
62,216

 
62,216

Loans held for sale (1)
34,330

 
34,330

 
16,886

 
16,886

Available for sale investment securities (1)
2,529,724

 
2,529,724

 
2,484,773

 
2,484,773

Net Loans (1)
13,992,613

 
13,950,868

 
13,669,548

 
13,540,903

Accrued interest receivable
43,316

 
43,316

 
42,767

 
42,767

Other financial assets (1)
226,808

 
226,808

 
166,920

 
166,920

FINANCIAL LIABILITIES
 
 
 
 
 
 
 
Demand and savings deposits
$
11,469,919

 
$
11,469,919

 
$
11,267,367

 
$
11,267,367

Time deposits
2,822,645

 
2,973,640

 
2,864,950

 
2,862,868

Short-term borrowings
722,214

 
722,214

 
497,663

 
497,663

Accrued interest payable
8,336

 
8,336

 
10,724

 
10,724

Other financial liabilities (1)
274,104

 
274,104

 
190,927

 
190,927

Federal Home Loan Bank advances and long-term debt
965,552

 
993,194

 
949,542

 
959,315

 
(1)
These financial instruments, or certain financial instruments in these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.
Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.
For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation’s consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:
Assets
  
Liabilities
Cash and due from banks
  
Demand and savings deposits
Interest-bearing deposits with other banks
  
Short-term borrowings
Accrued interest receivable
  
Accrued interest payable

Federal Reserve Bank and Federal Home Loan Bank ("FHLB") stock represent restricted investments and are carried at cost on the consolidated balance sheets.
Fair values for loans and time deposits were estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values estimated in this manner do not fully incorporate an exit price approach to fair value, as defined in FASB ASC Topic 820.
The fair values of FHLB advances and long-term debt were estimated by discounting the remaining contractual cash flows using a rate at which the Corporation could issue debt with similar remaining maturities as of the balance sheet date. These borrowings would be categorized in Level 2 liabilities under FASB ASC Topic 820.


37



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("Management’s Discussion") relates to Fulton Financial Corporation (the "Corporation"), a financial holding company registered under the Bank Holding Company Act of 1956 and incorporated under the laws of the Commonwealth of Pennsylvania in 1982, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated financial statements and notes presented in this report.

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition and results of operations. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions which are intended to identify forward-looking statements.  Statements relating to the "outlook" or "2016 outlook" contained herein are forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond the Corporation's control and ability to predict, that could cause actual results to differ materially from those expressed in the forward-looking statements. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

the impact of adverse conditions in the economy and capital markets on the performance of the Corporation’s loan portfolio and demand for the Corporation’s products and services;
increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated collection and carrying costs related to such non-performing assets;
investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;
the effects of market interest rates, and the relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;
the effects of changes in interest rates on demand for the Corporation’s products and services;
the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;
the Corporation’s ability to manage liquidity, both at the holding company level and at its bank subsidiaries;
the impact of increased regulatory scrutiny of the banking industry;
the effects of the increasing amounts of time and expense associated with regulatory compliance and risk management;
the potential for negative consequences from regulatory violations, including potential supervisory actions and the assessment of fines and penalties;
the additional time, expense and investment required to comply with, and the restrictions on potential growth and investment activities resulting from, the existing enforcement orders applicable to the Corporation and its bank subsidiaries by federal and state bank regulatory agencies requiring improvement in compliance functions and other remedial actions, or any future enforcement orders;
the Corporation’s ability to manage the uncertainty associated with the delay in implementing many of the regulations mandated by the Dodd-Frank Act;
the effects of negative publicity on the Corporation’s reputation;
the effects of adverse outcomes in litigation and governmental or administrative proceedings;
the Corporation’s ability to successfully transform its business model;
the Corporation’s ability to achieve its growth plans;
the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;
the Corporation’s ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;
the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;
the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;
the failure or circumvention of the Corporation’s system of internal controls;
the loss of, or failure to safeguard, confidential or proprietary information;
the Corporation’s failure to identify and to address cyber-security risks;

38



the Corporation’s ability to keep pace with technological changes;
the Corporation’s ability to attract and retain talented personnel;
capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s ability to generate capital internally or raise capital on favorable terms;
the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;
the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets; and
the effects of changes in accounting policies, standards, and interpretations on the Corporation’s financial condition and results of operations.

RESULTS OF OPERATIONS

Overview and Outlook

Fulton Financial Corporation is a financial holding company comprised of six wholly owned banking subsidiaries which provide a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans, investments and other interest-earning assets. and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is net interest income (fully taxable-equivalent, or "FTE") as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments, or properties. Offsetting these revenue sources are provisions for credit losses on loans, non-interest expenses and income taxes.

The following table presents a summary of the Corporation’s earnings and selected performance ratios:
 
As of or for the
Three months ended
June 30
 
As of or for the
Six months ended
June 30
 
2016
 
2015
 
2016
 
2015
Net income (in thousands)
$
39,750

 
$
36,680

 
$
78,007

 
$
76,716

Diluted net income per share
$
0.23

 
$
0.21

 
$
0.45

 
$
0.43

Return on average assets
0.88
%
 
0.86
%
 
0.87
%
 
0.90
%
Return on average equity
7.65
%
 
7.24
%
 
7.56
%
 
7.64
%
Return on average tangible equity (1)
10.26
%
 
9.83
%
 
10.17
%
0.1039

10.39
%
Net interest margin (2)
3.20
%
 
3.20
%
 
3.22
%
 
3.24
%
Efficiency ratio (1)
67.59
%
 
68.94
%
 
67.96
%
 
69.55
%
Non-performing assets to total assets
0.76
%
 
0.93
%
 
0.76
%
 
0.93
%
Annualized net charge-offs to average loans
0.10
%
 
0.38
%
 
0.15
%
 
0.23
%
 
(1)
Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" at the end of this "Overview and Outlook" section.
(2)
Presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion.

Net income for the three and six months ended June 30, 2016 increased $3.1 million, or 8.4%, and $1.3 million, or 1.7%, respectively compared to the same periods in 2015, mainly due to increases in net interest income and non-interest income, excluding investment securities gains, partially offset by increases in the provision for credit losses, decreases in investment securities gains and increases in non-interest expense.








39



The following is a summary of financial highlights for the three and six months ended June 30, 2016:

FTE Net Interest Income and Net Interest Margin - For the three and six months ended June 30, 2016, FTE net interest income increased $6.4 million, or 5.1%, and $12.4 million, or 4.8%, respectively, in comparison to the same periods in 2015. These increases were driven by growth in interest-earning assets, as net interest margin was generally stable.

Average interest-earning assets increased $848.6 million, or 5.3%, in the second quarter of 2016 in comparison to the same period in 2015, mainly due to a $773.4 million, or 5.9%, increase in average loans and a $164.3 million, or 7.2%, increase in average investment securities, partially offset by a $82.2 million, or 18.7%, decrease in average other interest-earning assets. Average interest-bearing liabilities increased $501.9 million, or 4.5%, primarily due to a $539.7 million, or 5.5%, increase in average interest-bearing deposits and a $23.7 million, or 6.2%, increase in average short-term borrowings, partially offset by a $61.5 million, or 6.0%, decrease in average FHLB advances and average long-term debt. Additional funding to support the increase in average interest-earning assets was provided by a $342.8 million, or 9.2%, increase in average noninterest-bearing deposits.

During the first half of 2016, average interest-earning assets increased $836.7 million, or 5.3%, compared to the same period in 2015, mainly due to a $765.4 million, or 5.8%, increase in average loans and a $175.9 million, or 7.7%, increase in average investment securities, partially offset by a $98.7 million, or 21.6%, decrease in average other interest-earning assets. Average interest-bearing liabilities increased $498.2 million, or 4.5%, the net result of $531.9 million, or 5.5%, increase in average interest-bearing deposits, and a $79.7 million, or 23.1%, increase in average short-term borrowings, partially offset by $113.4 million, or 10.5%, decrease in average FHLB advances and average long-term debt. Additional funding to support the increase in average interest-earning assets was provided by a $324.1 million, or 8.8%, increase in average noninterest-bearing deposits.

Asset Quality - The Corporation recorded a $2.5 million provision for credit losses for the three months ended June 30, 2016, compared to a $2.2 million provision for the same period in 2015. For the six months ended June 30, 2016, the Corporation recorded a $4.0 million provision for credit losses compared to a $1.5 million negative provision in the same period of 2015. The negative provision in 2015 was driven by an improvement in net charge-off levels, particularly among pooled impaired loans across all portfolio segments.

Annualized net charge-offs to average loans outstanding were 0.10% for the second quarter of 2016, compared to 0.38% for the second quarter of 2015. Annualized net charge-offs to average loans outstanding were 0.15% for the first half of 2016, compared to 0.23% for the first half of 2015. Non-performing assets decreased $22.6 million, or 13.9%, as of June 30, 2016 compared to June 30, 2015 and were 0.76% and 0.93% of total assets as of June 30, 2016 and June 30, 2015, respectively. The total delinquency rate was 1.30% as of June 30, 2016, compared to 1.60% as of June 30, 2015.

Non-interest Income - For the three and six months ended June 30, 2016, non-interest income, excluding investment securities gains, increased $2.0 million, or 4.5%, and $3.6 million, or 4.2%, respectively, in comparison to the same periods in 2015. The increases in both periods were primarily the result of increases in commercial interest rate swap fees and higher service charges on deposit accounts, partially offset by decreases in mortgage banking income resulting primarily from of a $1.7 million impairment charge on MSRs during the second quarter of 2016. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.

Investment securities gains for the three and six months ended June 30, 2016 were $76,000 and $1.0 million, respectively, as compared to $2.4 million and $6.6 million for the same periods in 2015.

Non-interest Expense - For the three and six months ended June 30, 2016, non-interest expense increased $3.3 million, or 2.8%, and $5.2 million, or 2.2%, respectively, in comparison to the same periods in 2015. The primary drivers of the net increases were higher salaries and employee benefits, partially offset by decreases in other expense categories, most notably other outside services.

2016 Outlook

Originally the Corporation provided its outlook for 2016 results in its Annual Report on Form 10-K for the year ended December 31, 2015. The following outlook for 2016 remains unchanged:

annual mid- to high- single digit growth rate in average loans and deposits;
provision for credit losses driven primarily by loan growth;
annual mid- to high- single digit growth rate in non-interest income, excluding the impact of securities gains;
annual low- to mid- single digit growth rate in non-interest expense (excluding, for comparison purposes, the impact of the loss on redemption of Trust Preferred Securities (TruPS) incurred in the third quarter of 2015); and
focus on utilizing capital to support growth and provide appropriate returns to shareholders.

40




The Corporation's original outlook expected net interest margin to be stable on an annual basis with modest quarterly volatility of plus or minus 0 to 3 basis points. This outlook has been updated as follows:

absent further market interest rate increases, low-single digit quarterly compression in net interest margin.

Supplemental Reporting of Non-GAAP Based Financial Measures
This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, which has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety. Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure as of and for the quarter and year to date ended June 30:
 
As of or for the
Three months ended
June 30
 
As of or for the
Six months ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Return on average tangible equity
Net income
$
39,750

 
$
36,680

 
$
78,007

 
$
76,716

Plus: Intangible amortization, net of tax

 
69

 

 
153

Numerator
$
39,750

 
$
36,749

 
$
78,007

 
$
76,869

 
 
 
 
 
 
 
 
Average common shareholders' equity
$
2,089,915

 
$
2,031,788

 
$
2,074,357

 
$
2,023,919

Less: Average goodwill and intangible assets
(531,556
)
 
(531,618
)
 
(561,556
)
 
(531,675
)
Average tangible shareholders' equity (denominator)
$
1,558,359

 
$
1,500,170

 
$
1,512,801

 
$
1,492,244

 
 
 
 
 
 
 
 
Return on average tangible equity, annualized
10.26
%
 
9.83
%
 
10.17
%
 
10.39
%
 
 
 
 
 
 
 
 
Efficiency ratio
 
 
 
 
 
 
 
Non-interest expense
$
121,637

 
$
118,354

 
$
242,050

 
$
236,832

Less: Intangible amortization

 
(106
)
 

 
(236
)
Numerator
$
121,637

 
$
118,248

 
$
242,050

 
$
236,596

 
 
 
 
 
 
 
 
Net interest income (fully taxable equivalent) (1)
$
133,890

 
$
127,445

 
$
267,916

 
$
255,531

Plus: Total Non-interest income
46,137

 
46,489

 
89,274

 
91,226

Less: Investment securities gains, net
(76
)
 
(2,415
)
 
(1,023
)
 
(6,560
)
Denominator
$
179,951

 
$
171,519

 
$
356,167

 
$
340,197

 
 
 
 
 
 
 
 
Efficiency ratio
67.59
%
 
68.94
%
 
67.96
%
 
69.55
%

(1)
Presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion.


41



Quarter Ended June 30, 2016 compared to the Quarter Ended June 30, 2015

Net Interest Income

FTE net interest income increased $6.4 million, to $133.9 million, in the second quarter of 2016, from $127.4 million in the second quarter of 2015. This increase was due to an $848.6 million, or 5.3%, increase in interest-earning assets. The net interest margin of 3.20% for the second quarter of 2016 was flat compared to the second quarter of 2015. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.
 
Three months ended June 30
 
2016
 
2015
 
Average
Balance
 
Interest (1)
 
Yield/
Rate
 
Average
Balance
 
Interest (1)
 
Yield/
Rate
ASSETS
(dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income (2)
$
13,966,024

 
$
138,317

 
3.98
%
 
$
13,192,600

 
$
133,339

 
4.05
%
Taxable investment securities (3)
2,127,780

 
11,159

 
2.10

 
2,048,558

 
10,944

 
2.14

Tax-exempt investment securities (3)
314,851

 
3,570

 
4.54

 
216,355

 
2,894

 
5.35

Equity securities (3)
14,220

 
185

 
5.23

 
27,618

 
379

 
5.50

Total investment securities
2,456,851

 
14,914

 
2.43

 
2,292,531

 
14,217

 
2.48

Loans held for sale
19,449

 
188

 
3.87

 
26,335

 
265

 
4.03

Other interest-earning assets
357,211

 
864

 
0.96

 
439,425

 
933

 
0.85

Total interest-earning assets
16,799,535

 
154,283

 
3.69
%
 
15,950,891

 
148,754

 
3.74
%
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
100,860

 
 
 
 
 
104,723

 
 
 
 
Premises and equipment
227,517

 
 
 
 
 
226,569

 
 
 
 
Other assets
1,189,226

 
 
 
 
 
1,094,071

 
 
 
 
Less: Allowance for loan losses
(164,573
)
 
 
 
 
 
(176,085
)
 
 
 
 
Total Assets
$
18,152,565

 
 
 
 
 
$
17,200,169

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
$
3,454,031

 
$
1,527

 
0.18
%
 
$
3,152,697

 
$
987

 
0.13
%
Savings deposits
3,989,988

 
1,886

 
0.19

 
3,568,579

 
1,247

 
0.14

Time deposits
2,844,434

 
7,474

 
1.06

 
3,027,520

 
7,819

 
1.04

Total interest-bearing deposits
10,288,453

 
10,887

 
0.43

 
9,748,796

 
10,053

 
0.41

Short-term borrowings
403,669

 
217

 
0.21

 
379,988

 
103

 
0.11

Federal Home Loan Bank advances and long-term debt
965,526

 
9,289

 
3.86

 
1,026,987

 
11,153

 
4.35

Total interest-bearing liabilities
11,657,648

 
20,393

 
0.70
%
 
11,155,771

 
21,309

 
0.77
%
Noninterest-bearing liabilities:

 
 
 
 
 
 
 
 
 
 
Demand deposits
4,077,642

 
 
 
 
 
3,734,880

 
 
 
 
Other
327,360

 
 
 
 
 
277,730

 
 
 
 
Total Liabilities
16,062,650

 
 
 
 
 
15,168,381

 
 
 
 
Shareholders’ equity
2,089,915

 
 
 
 
 
2,031,788

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
18,152,565

 
 
 
 
 
$
17,200,169

 
 
 
 
Net interest income/net interest margin (FTE)
 
 
133,890

 
3.20
%
 
 
 
127,445

 
3.20
%
Tax equivalent adjustment
 
 
(4,974
)
 
 
 
 
 
(4,525
)
 
 
Net interest income
 
 
$
128,916

 
 
 
 
 
$
122,920

 
 
(1)
Includes dividends earned on equity securities.
(2)
Includes non-performing loans.
(3)
Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

42



The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in rates for the three months ended June 30:
 
2016 vs. 2015
Increase (Decrease) due
to change in
 
Volume
 
Rate
 
Net
 
(in thousands)
Interest income on:
 
 
 
 
 
Loans, net of unearned income
$
7,400

 
$
(2,422
)
 
$
4,978

Taxable investment securities
420

 
(205
)
 
215

Tax-exempt investment securities
1,163

 
(487
)
 
676

Equity securities
(176
)
 
(18
)
 
(194
)
Loans held for sale
(66
)
 
(11
)
 
(77
)
Other interest-earning assets
(183
)
 
114

 
(69
)
Total interest income
$
8,558

 
$
(3,029
)
 
$
5,529

Interest expense on:
 
 
 
 
 
Demand deposits
$
108

 
$
432

 
$
540

Savings deposits
159

 
480

 
639

Time deposits
(491
)
 
146

 
(345
)
Short-term borrowings
7

 
107

 
114

Federal Home Loan Bank advances and long-term debt
(647
)
 
(1,217
)
 
(1,864
)
Total interest expense
$
(864
)
 
$
(52
)
 
$
(916
)
Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.
As summarized above, the increase in average interest-earning assets, primarily loans, resulted in an $8.6 million increase in FTE interest income. This was partially offset by the impact of a 5 basis point, or 1.3%, decrease in yields on average interest-earning assets, which resulted in a $3.0 million decrease in FTE interest income.
Average loans and average FTE yields, by type, are summarized in the following table:
 
Three months ended June 30
 
Increase (Decrease) in
 
2016
 
2015
 
Balance
 
Balance
 
Yield
 
Balance
 
Yield
 
$
 
%
 
(dollars in thousands)
Real estate – commercial mortgage
$
5,557,680

 
4.00
%
 
$
5,210,540

 
4.15
%
 
$
347,140

 
6.7
%
Commercial – industrial, financial and agricultural
4,080,524

 
3.81

 
3,836,397

 
3.79

 
244,127

 
6.4

Real estate – home equity
1,656,140

 
4.10

 
1,695,171

 
4.11

 
(39,031
)
 
(2.3
)
Real estate – residential mortgage
1,399,851

 
3.78

 
1,356,464

 
3.82

 
43,387

 
3.2

Real estate – construction
820,881

 
3.81

 
698,685

 
3.97

 
122,196

 
17.5

Consumer
272,293

 
5.37

 
265,354

 
5.48

 
6,939

 
2.6

Leasing, other and overdrafts
178,655

 
6.22

 
129,989

 
6.94

 
48,666

 
37.4

Total
$
13,966,024

 
3.98
%
 
$
13,192,600

 
4.05
%
 
$
773,424

 
5.9
%
Average loans increased $773.4 million, or 5.9%, compared to the second quarter of 2015, the increase was mainly in commercial mortgage, commercial loans, construction loans and leasing, other and overdrafts. The average yield on loans decreased 7 basis points, or 1.7%, to 3.98% in 2016 from 4.05% in 2015. The growth in the loan portfolio was spread across a broad range of industries, largely in Pennsylvania markets and, to a lesser extent, the New Jersey market. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, continued refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.



43



Average total interest-bearing liabilities increased $501.9 million, or 4.5%, compared to the second quarter of 2015. Interest expense decreased $916,000, or 4.3%, to $20.4 million in the second quarter of 2016 primarily as a result of a change in the mix from higher cost time deposits and long-term debt to lower-cost deposits, as well as the refinancing of certain long-term debt. Average deposits and average interest rates, by type, are summarized in the following table:
 
Three months ended June 30
 
Increase (Decrease) in Balance
 
2016
 
2015
 
 
Balance
 
Rate
 
Balance
 
Rate
 
$
 
%
 
(dollars in thousands)
Noninterest-bearing demand
$
4,077,642

 
%
 
$
3,734,880

 
%
 
$
342,762

 
9.2
%
Interest-bearing demand
3,454,031

 
0.18

 
3,152,697

 
0.13

 
301,334

 
9.6

Savings
3,989,988

 
0.19

 
3,568,579

 
0.14

 
421,409

 
11.8

Total demand and savings
11,521,661

 
0.12

 
10,456,156

 
0.09

 
1,065,505

 
10.2

Time deposits
2,844,434

 
1.06

 
3,027,520

 
1.04

 
(183,086
)
 
(6.0
)
Total deposits
$
14,366,095

 
0.30
%
 
$
13,483,676

 
0.30
%
 
$
882,419

 
6.5
%

The $1.1 billion, or 10.2%, increase in total demand and savings accounts was primarily due to a $505.3 million, or 10.2%, increase in personal account balances, a $375.5 million, or 10.2%, increase in business account balances and a $189.2 million, or 10.6%, increase in municipal account balances. The cost of both demand and savings deposits and time deposits increased, however, due to a shift to lower-cost demand and savings deposits, the total cost of interest-bearing deposits remained unchanged at 0.30% in the second quarter of 2016 compared to the second quarter of 2015.

Average borrowings and interest rates, by type, are summarized in the following table:
 
Three months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
in Balance
 
Balance
 
Rate
 
Balance
 
Rate
 
$
 
%
 
(dollars in thousands)
Short-term borrowings:
 
 
 
 
 
 
 
 
 
 
 
Customer repurchase agreements
$
180,595

 
0.11
%
 
$
179,804

 
0.10
%
 
$
791

 
0.4
 %
Customer short-term promissory notes
77,535

 
0.04

 
80,073

 

 
(2,538
)
 
(3.2
)
Total short-term customer funding
258,130

 
0.09

 
259,877

 
0.07

 
(1,747
)
 
(0.7
)
Federal funds purchased
138,012

 
0.43

 
108,078

 
0.17

 
29,934

 
27.7

Short-term FHLB advances (1)
7,527

 
0.45

 
12,033

 
0.34

 
(4,506
)
 
(37.4
)
Total short-term borrowings
403,669

 
0.21

 
379,988

 
0.11

 
23,681

 
6.2

Long-term debt:

 
 
 

 
 
 

 

FHLB advances
603,700

 
3.17

 
627,939

 
3.51

 
(24,239
)
 
(3.9
)
Other long-term debt
361,826

 
5.01

 
399,048

 
5.67

 
(37,222
)
 
(9.3
)
Total long-term debt
965,526

 
3.86

 
1,026,987

 
4.35

 
(61,461
)
 
(6.0
)
Total borrowings
$
1,369,195

 
2.78
%
 
$
1,406,975

 
3.20
%
 
$
(37,780
)
 
(2.7
)%
 
 
 
 
 
 
 
 
 
 
 
 

(1) Represents FHLB advances with an original maturity term of less than one year.

Total short-term borrowings increased $23.7 million, or 6.2%, as a result of increases in federal funds purchased. Average long-term debt decreased $61.5 million, or 6.0%, partially due to FHLB advance maturities. In addition, in June 2015, the Corporation issued $150 million of subordinated debt at an effective rate of 4.69%. The proceeds of this issuance were used to redeem $150 million of trust preferred securities, with an effective rate of 6.52%, in July 2015. The net effect of these transactions was a $37.2 million decrease in average balances and a 0.66% decrease in the average rate on other long-term debt.

In the third quarter of 2015, the Corporation executed two transactions to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% and a maturity date in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward agreements were executed to refinance an additional $200 million of FHLB advances when the advances mature in December

44



2016. These forward agreements have maturity dates from March 2021 to December 2021 and the refinancing will reduce the weighted average rate on these advances from 4.03% to 2.40% and decrease interest expense on a quarterly basis by approximately $800,000, beginning in the first quarter of 2017.

Provision for Credit Losses

The provision for credit losses was $2.5 million for the second quarter of 2016, an increase of $311,000 from the second quarter of 2015.

The provision for credit losses is recognized as an expense in the consolidated statements of income and is the amount necessary to adjust the allowance for credit losses to its appropriate balance, as determined through the Corporation's allowance methodology. The Corporation determines the appropriate level of the allowance for credit losses based on many quantitative and qualitative factors, including, but not limited to: the size and composition of the loan portfolio, changes in risk ratings, changes in collateral values, delinquency levels, historical losses and economic conditions. See the "Financial Condition" section of Management's Discussion under the heading "Provision for Credit Losses and Allowance for Credit Losses" for details related to the Corporation's allowance and provision for credit losses.

Non-Interest Income

The following table presents the components of non-interest income:
 
Three months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
$
 
%
 
(dollars in thousands)
Service charges on deposit accounts:
 
 
 
 
 
 
 
Overdraft fees
$
5,384

 
$
5,353

 
$
31

 
0.6
 %
Cash management fees
3,580

 
3,369

 
211

 
6.3

Other
3,932

 
3,915

 
17

 
0.4

         Total service charges on deposit accounts
12,896

 
12,637

 
259

 
2.0

Investment management and trust services
11,247

 
11,011

 
236

 
2.1

Other service charges and fees:
 
 
 
 
 
 
 
Merchant fees
4,252

 
4,088

 
164

 
4.0

Commercial interest rate swap fees
2,751

 
1,026

 
1,725

 
168.1

Debit card income
2,719

 
2,626

 
93

 
3.5

Letter of credit fees
1,162

 
1,174

 
(12
)
 
(1.0
)
Other
2,099

 
2,074

 
25

 
1.2

        Total other service charges and fees
12,983

 
10,988

 
1,995

 
18.2

Mortgage banking income:
 
 
 
 
 
 
 
Gains on sales of mortgage loans
4,440

 
4,428

 
12

 
0.3

Mortgage servicing income
(543
)
 
911

 
(1,454
)
 
(159.6
)
        Total mortgage banking income
3,897

 
5,339

 
(1,442
)
 
(27.0
)
Credit card income
2,596

 
2,474

 
122

 
4.9

Other income
2,442

 
1,625

 
817

 
50.3

        Total, excluding investment securities gains, net
46,061

 
44,074

 
1,987

 
4.5

Investment securities gains, net
76

 
2,415

 
(2,339
)
 
(96.9
)
              Total
$
46,137

 
$
46,489

 
$
(352
)
 
(0.8
)%

Excluding investment securities gains, non-interest income increased $2.0 million, or 4.5%. Other service charges and fees increased $2.0 million, or 18.2%, driven mainly by a $1.7 million increase in commercial interest rate swap fees, as a larger portion of new loan originations were in loan types that were conducive to interest rate swaps during the second quarter of 2016, and by a $164,000 increase in merchant fee income resulting from higher transaction volumes in the second quarter of 2016. Service charges on deposits increased $259,000, or 2.0%, primarily due to higher cash management fees.

45



Investment management and trust services increased $236,000, or 2.1%, due to an increase in trust income partially offset by a decrease in brokerage revenue.
Gains on sales of mortgage loans were flat compared to the same period in 2015, as both new loan commitments and pricing spreads were fairly stable. Mortgage servicing income, excluding a $1.7 million impairment charge on MSRs recognized in the second quarter of 2016, increased $265,000, or 29.1%, compared to the second quarter of 2015. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.
Investment securities gains decreased $2.3 million from the second quarter of 2015. See Note 4, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.
Non-Interest Expense

The following table presents the components of non-interest expense:
 
Three months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
$
 
%
 
(dollars in thousands)
Salaries and employee benefits
$
70,029

 
$
65,067

 
$
4,962

 
7.6
%
Net occupancy expense
11,811

 
11,809

 
2

 

Other outside services
5,508

 
8,125

 
(2,617
)
 
(32.2
)
Data processing
5,476

 
4,894

 
582

 
11.9

Software
3,953

 
3,376

 
577

 
17.1

Professional fees
3,353

 
2,731

 
622

 
22.8

FDIC insurance expense
2,960

 
2,885

 
75

 
2.6

Equipment expense
2,872

 
3,335

 
(463
)
 
(13.9
)
Supplies and postage
2,706

 
2,726

 
(20
)
 
(0.7
)
Marketing
1,916

 
2,235

 
(319
)
 
(14.3
)
Telecommunications
1,459

 
1,617

 
(158
)
 
(9.8
)
Operating risk loss
986

 
674

 
312

 
46.3

Other real estate owned and repossession expense
365

 
129

 
236

 
182.9

Intangible amortization

 
106

 
(106
)
 
(100.0
)
Other
8,243

 
8,645

 
(402
)
 
(4.7
)
Total
$
121,637

 
$
118,354

 
$
3,283

 
2.8
%

The $5.0 million, or 7.6%, increase in salaries and employee benefits primarily resulted from a $4.2 million, or 7.6%, increase in salaries, resulting from higher average salaries per full-time equivalent (FTE) employee, normal merit increases and an increase in incentive compensation.

Outside services include fees paid to consultants and expenses for contracted or outsourced services. Consulting expenses can fluctuate based on the timing and need for such services. The $2.6 million, or 32.2%, decrease in expense in comparison to the second quarter of 2015 was largely due to the timing of expenses related to the Corporation’s BSA/AML compliance program remediation efforts and certain information technology and human resources initiatives.

The $1.2 million, or 14.0%, combined increase in data processing and software resulted from higher transaction volumes and contractual increases related to core processing systems, and the amortization of capitalized software investments.

Equipment expense decreased $463,000, or 13.9%, primarily due to lower depreciation expense when compared to the second quarter of 2015 as certain assets became fully depreciated. The $622,000, or 22.8%, increase in professional fees was driven by higher costs for legal services resulting from the timing of the need for such services. Marketing expense decreased $319,000, or 14.3%, compared to the second quarter of 2015 due to the timing of various marketing promotions.

The $312,000, or 46.3%, increase in operating risk loss was due to a $425,000 increase in losses associated with previously sold mortgages, partially offset by a $152,000 decrease in check card fraud losses.


46



Other real estate owned and repossession expense increased $236,000, or 182.9%, when compared to the second quarter of 2015. This increase was due to a $445,000 decrease in net gains on the sales of other real estate properties. This expense category can experience fluctuations from period to period based on the timing of sales of properties and payments of expenses, such as real estate taxes.

Income Taxes

Income tax expense for the second quarter of 2016 was $11.2 million, a $1.0 million, or 8.4%, decrease from $12.2 million for the second quarter of 2015.

The Corporation’s effective tax rate was 21.9% in the second quarter of 2016, as compared to 24.9% in the second quarter of 2015. The effective tax rate is generally lower than the federal statutory rate of 35% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and credits earned from investments in partnerships that generate tax credits under various federal programs. The decrease in the effective rate from the second quarter of 2015 was driven by higher net low-income housing tax credits.

47



Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

Net Interest Income

FTE net interest income increased $12.4 million, or 4.8%, to $267.9 million in the first six months of 2016 from $255.5 million in the same period of 2015. Net interest margin decreased 2 basis points to 3.22% for the first six months of 2016 from 3.24% for the first six months of 2015. The increase in FTE net interest income was due to an $836.7 million, or 5.3%, increase in interest earning assets. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.

 
Six months ended June 30
 
2016
 
2015
 
Average
Balance
 
Interest  (1)
 
Yield/
Rate
 
Average
Balance
 
Interest  (1)
 
Yield/
Rate
ASSETS
(dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans, net of unearned income (2)
$
13,909,722

 
$
276,212

 
3.99
%
 
$
13,144,332

 
$
266,394

 
4.08
%
Taxable investment securities (3)
2,154,187

 
23,162

 
2.15

 
2,027,170

 
22,226

 
2.19

Tax-exempt investment securities (3)
287,123

 
6,708

 
4.67

 
222,684

 
6,106

 
5.48

Equity securities (3)
14,303

 
403

 
5.67

 
29,901

 
829

 
5.58

Total investment securities
2,455,613

 
30,273

 
2.47

 
2,279,755

 
29,161

 
2.56

Loans held for sale
15,850

 
319

 
4.03

 
21,694

 
438

 
4.04

Other interest-earning assets
357,887

 
1,762

 
0.98

 
456,633

 
3,038

 
1.33

Total interest-earning assets
16,739,072

 
308,566

 
3.70
%
 
15,902,414

 
299,031

 
3.79
%
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
99,654

 
 
 
 
 
104,996

 
 
 
 
Premises and equipment
226,901

 
 
 
 
 
226,480

 
 
 
 
Other assets
1,163,259

 
 
 
 
 
1,104,019

 
 
 
 
Less: Allowance for loan losses
(165,972
)
 
 
 
 
 
(179,985
)
 
 
 
 
Total Assets
$
18,062,914

 
 
 
 
 
$
17,157,924

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
$
3,446,193

 
$
3,021

 
0.18
%
 
$
3,144,358

 
$
1,970

 
0.13
%
Savings deposits
3,961,405

 
3,690

 
0.19

 
3,542,960

 
2,366

 
0.13

Time deposits
2,856,044

 
14,903

 
1.05

 
3,044,463

 
15,540

 
1.03

Total interest-bearing deposits
10,263,642

 
21,614

 
0.42

 
9,731,781

 
19,876

 
0.41

Short-term borrowings
424,535

 
485

 
0.23

 
344,797

 
180

 
0.10

FHLB advances and long-term debt
961,870

 
18,551

 
3.87

 
1,075,262

 
23,444

 
4.38

Total interest-bearing liabilities
11,650,047

 
40,650

 
0.70
%
 
11,151,840

 
43,500

 
0.78
%
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
4,022,764

 
 
 
 
 
3,698,661

 
 
 
 
Other
315,746

 
 
 
 
 
283,504

 
 
 
 
Total Liabilities
15,988,557

 
 
 
 
 
15,134,005

 
 
 
 
Shareholders’ equity
2,074,357

 
 
 
 
 
2,023,919

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
18,062,914

 
 
 
 
 
$
17,157,924

 
 
 
 
Net interest income/net interest margin (FTE)
 
 
267,916

 
3.22
%
 
 
 
255,531

 
3.24
%
Tax equivalent adjustment
 
 
(9,946
)
 
 
 
 
 
(9,030
)
 
 
Net interest income
 
 
$
257,970

 
 
 
 
 
$
246,501

 
 
(1)
Includes dividends earned on equity securities.
(2)
Includes non-performing loans.
(3)
Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.


48



The following table summarizes the changes in FTE interest income and expense for the first six months of 2016 as compared to the same period in 2015 due to changes in average balances (volume) and changes in rates:
 
2016 vs. 2015
Increase (Decrease) due
to change in
 
Volume
 
Rate
 
Net
 
(in thousands)
Interest income on:
 
 
 
 
 
Loans, net of unearned income
$
15,654

 
$
(5,836
)
 
$
9,818

Taxable investment securities
1,349

 
(413
)
 
936

Tax-exempt investment securities
1,586

 
(984
)
 
602

Equity securities
(439
)
 
13

 
(426
)
Loans held for sale
(118
)
 
(1
)
 
(119
)
Other interest-earning assets
(575
)
 
(701
)
 
(1,276
)
Total interest income
$
17,457

 
$
(7,922
)
 
$
9,535

Interest expense on:
 
 
 
 
 
Demand deposits
$
194

 
$
857

 
$
1,051

Savings deposits
295

 
1,029

 
1,324

Time deposits
(953
)
 
316

 
(637
)
Short-term borrowings
46

 
259

 
305

FHLB advances and long-term debt
(2,326
)
 
(2,567
)
 
(4,893
)
Total interest expense
$
(2,744
)
 
$
(106
)
 
$
(2,850
)
Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.
As summarized above, the increase in FTE interest income was the result of an increase in average interest-earning assets, primarily loans, which resulted in a $17.5 million increase in FTE interest income, partially offset by a $7.9 million decrease due to lower yields on average interest-earning assets.
Average loans, by type, are summarized in the following table:

 
Six months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
in Balance
 
Balance
 
Yield
 
Balance
 
Yield
 
$
 
%
 
(dollars in thousands)
Real estate – commercial mortgage
$
5,522,550

 
4.02
%
 
$
5,187,322

 
4.19
%
 
$
335,228

 
6.5
%
Commercial – industrial, financial and agricultural
4,087,897

 
3.80

 
3,803,475

 
3.83

 
284,422

 
7.5

Real estate – home equity
1,665,086

 
4.10

 
1,708,163

 
4.13

 
(43,077
)
 
(2.5
)
Real estate – residential mortgage
1,390,631

 
3.78

 
1,363,382

 
3.83

 
27,249

 
2.0

Real estate – construction
806,448

 
3.81

 
693,715

 
3.95

 
112,733

 
16.3

Consumer
267,794

 
5.44

 
262,265

 
5.37

 
5,529

 
2.1

Leasing, other and overdrafts
169,316

 
6.81

 
126,010

 
7.64

 
43,306

 
34.4

Total
$
13,909,722

 
3.99
%
 
$
13,144,332

 
4.08
%
 
$
765,390

 
5.8
%

Average loans increased $765.4 million, or 5.8%, which contributed $15.7 million to the increase in FTE interest income. The average yield on loans decreased 9 basis points, or 2.2%, to 3.99% in 2016 from 4.08% in 2015. The growth in the loan portfolio was primarily driven by the commercial mortgage and commercial portfolios, and was spread across a broad range of industries, largely in Pennsylvania markets and, to a lesser extent, the New Jersey market. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, continued refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.


49



Average investment securities increased $175.9 million, or 7.7%. The yield on average investments decreased 9 basis points, or 3.5%, to 2.47% in 2016 from 2.56% in 2015. The increase in average investment securities was partially offset by a $98.7 million, or 21.6%, decrease in other interest-earning assets.
Interest expense decreased $2.9 million, or 6.6%, to $40.7 million in the first six months of 2016 from $43.5 million in the first six months of 2015. Although total average interest-bearing liabilities increased $498.2 million, or 4.5%, compared to the first six months of 2015, the funding mix became more concentrated in lower cost deposits and short-term borrowings. This shift and the impact of certain refinancing activities for FHLB advances and long-term debt drove the decrease in interest expense.
Average deposits, by type, are summarized in the following table:
 
Six months ended June 30
 
Increase (Decrease) in Balance
 
2016
 
2015
 
 
Balance
 
Rate
 
Balance
 
Rate
 
$
 
%
 
(dollars in thousands)
Noninterest-bearing demand
$
4,022,764

 
%
 
$
3,698,661

 
%
 
$
324,103

 
8.8
%
Interest-bearing demand
3,446,193

 
0.18

 
3,144,358

 
0.13

 
301,835

 
9.6

Savings
3,961,405

 
0.19

 
3,542,960

 
0.13

 
418,445

 
11.8

Total demand and savings
11,430,362

 
0.12

 
10,385,979

 
0.08

 
1,044,383

 
10.1

Time deposits
2,856,044

 
1.05

 
3,044,463

 
1.03

 
(188,419
)
 
(6.2
)
Total deposits
$
14,286,406

 
0.30
%
 
$
13,430,442

 
0.30
%
 
$
855,964

 
6.4
%

The $1.0 billion, or 10.1%, increase in total demand and savings account balances was primarily due to a $485.1 million, or 10.0%, increase in personal account balances, a $385.3 million, or 10.3%, increase in business account balances and a $176.7 million, or 10.2%, increase in municipal account balances. While the cost of both demand and savings deposits and time deposits increased, the shift to a higher concentration of lower-cost demand and savings deposits resulted in a total cost of interest-bearing deposits of 0.30% for both the first six months of 2016 and 2015.
The following table summarizes changes in average short-term borrowings and long-term debt, by type:
 
Six months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
in Balance
 
Balance
 
Rate
 
Balance
 
Rate
 
$
 
%
 
(dollars in thousands)
Short-term borrowings:
 
 
 
 
 
 
 
 
 
 
 
Customer repurchase agreements
$
176,001

 
0.11
%
 
$
176,732

 
0.10
%
 
$
(731
)
 
(0.4
)%
Customer short-term promissory notes
75,774

 
0.04

 
83,148

 
0.02

 
(7,374
)
 
(8.9
)
Total short-term customer funding
251,775

 
0.09

 
259,880

 
0.07

 
(8,105
)
 
(3.1
)
Federal funds purchased
160,991

 
0.42

 
66,795

 
0.17

 
94,196

 
141.0

Short-term FHLB advances (1)
11,769

 
0.46

 
18,122

 
0.30

 
(6,353
)
 
(35.1
)
Total short-term borrowings
424,535

 
0.23

 
344,797

 
0.10

 
79,738

 
23.1

Long-term debt:
 
 
 
 
 
 
 
 
 
 
 
FHLB advances
600,026

 
3.18

 
642,736

 
3.50

 
(42,710
)
 
(6.6
)
Other long-term debt
361,844

 
5.00

 
432,526

 
5.68

 
(70,682
)
 
(16.3
)
Total long-term debt
961,870

 
3.87

 
1,075,262

 
4.38

 
(113,392
)
 
(10.5
)
Total borrowings
$
1,386,405

 
2.75
%
 
$
1,420,059

 
3.34
%
 
$
(33,654
)
 
(2.4
)%
(1) Represents FHLB advances with an original maturity term of less than one year.

Total borrowings decreased $33.7 million, or 2.4%. The cost of borrowings decreased 59 basis points, or 17.7%, as a result of lower-cost, short-term borrowings comprising a larger percentage of total borrowings.

Total long-term debt decreased $113.4 million, or 10.5%, as the result of maturing FHLB advances and the maturity of $100.0 million of subordinated debt in April 2015. In addition, in June 2015, the Corporation issued $150 million of subordinated debt at an effective rate of 4.69%. The proceeds of this issuance were used to redeem $150 million of trust preferred securities, with an effective rate of 6.52%, in July 2015.


50



In the third quarter of 2015, the Corporation executed two transactions to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% and a maturity date in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward agreements were executed to refinance an additional $200 million of FHLB advances when the advances mature in December 2016. These forward agreements have maturity dates from March 2021 to December 2021 and the refinancing will reduce the weighted average rate on these advances from 4.03% to 2.40% and decrease interest expense on a quarterly basis by approximately $800,000, beginning in the first quarter of 2017.

Provision for Credit Losses

The provision for credit losses was $4.0 million for the first six months of 2016, an increase of $5.5 million in comparison to the first six months of 2015. In the first six months of 2015, a negative provision of $1.5 million was recorded, primarily due to an improvement in net charge-off levels, particularly among pooled impaired loans. For details related to the Corporation's allowance and provision for credit losses, see the "Financial Condition" section of Management's Discussion under the heading "Provision for Credit Losses and Allowance for Credit Losses."

Non-Interest Income

The following table presents the components of non-interest income:
 
Six months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
$
 
%
 
(dollars in thousands)
Service charges on deposit accounts:
 
 
 
 
 
 
 
Overdraft fees
$
10,656

 
$
10,154

 
$
502

 
4.9
 %
Cash management fees
7,046

 
6,586

 
460

 
7.0

Other
7,752

 
7,466

 
286

 
3.8

         Total service charges on deposit accounts
25,454

 
24,206

 
1,248

 
5.2

Investment management and trust services
22,235

 
21,900

 
335

 
1.5

Other service charges and fees:
 
 
 
 
 
 
 
Merchant fees
7,935

 
7,265

 
670

 
9.2

Debit card income
5,230

 
5,015

 
215

 
4.3

Commercial swap fees
4,193

 
1,837

 
2,356

 
128.3

Letter of credit fees
2,308

 
2,331

 
(23
)
 
(1.0
)
Other
4,067

 
3,903

 
164

 
4.2

        Total other service charges and fees
23,733

 
20,351

 
3,382

 
16.6

Mortgage banking income:
 
 
 
 
 
 
 
Gains on sales of mortgage loans
7,110

 
7,961

 
(851
)
 
(10.7
)
Mortgage servicing income
817

 
2,066

 
(1,249
)
 
(60.5
)
        Total mortgage banking income
7,927

 
10,027

 
(2,100
)
 
(20.9
)
Credit card income
5,020

 
4,709

 
311

 
6.6

Other income
3,882

 
3,473

 
409

 
11.8

        Total, excluding investment securities gains, net
88,251

 
84,666

 
3,585

 
4.2

Investment securities gains, net
1,023

 
6,560

 
(5,537
)
 
(84.4
)
              Total
$
89,274

 
$
91,226

 
$
(1,952
)
 
(2.1
)%

The $502,000, or 4.9%, increase in overdraft fee income during the six months ended June 30, 2016 in comparison to the same period during 2015 consisted of a $310,000 increase in fees assessed on commercial accounts and a $192,000 increase in fees assessed on personal accounts, due to higher volumes. Cash management fees increased $460,000, or 7.0%, compared to 2015 due to increased transaction volumes and fee increases in 2016.
The $670,000, or 9.2%, increase in merchant fee income and the $215,000, or 4.3%, increase in debit card income were due to an increase in the volumes of transactions in comparison to 2015. The $2.4 million increase in commercial interest rate swap fees were due to an increase in new loan volumes in comparison to 2015.

51



Gains on sales of mortgage loans decreased $851,000, or 10.7%, due to a $124.1 million, or 20.9%, decrease in new loan commitments, partially offset by a 12.9% increase in pricing spreads compared to the prior year. Mortgage servicing income, excluding a $1.7 million impairment charge on MSRs recognized in the second quarter of 2016, increased $470,000, or 22.7%. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.
Gains on sales of investment securities decreased $5.5 million compared to the first six months of 2015. See Note 4, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.
Non-Interest Expense

The following table presents the components of non-interest expense:
 
Six months ended June 30
 
Increase (Decrease)
 
2016
 
2015
 
$
 
%
 
(dollars in thousands)
Salaries and employee benefits
$
139,401

 
$
130,057

 
$
9,344

 
7.2
 %
Net occupancy expense
24,031

 
25,501

 
(1,470
)
 
(5.8
)
Other outside services
11,564

 
13,875

 
(2,311
)
 
(16.7
)
Data processing
10,876

 
9,662

 
1,214

 
12.6

Software
7,874

 
6,694

 
1,180

 
17.6

Equipment expense
6,243

 
7,293

 
(1,050
)
 
(14.4
)
FDIC insurance expense
5,909

 
5,707

 
202

 
3.5

Professional fees
5,686

 
5,602

 
84

 
1.5

Supplies and postage
5,285

 
5,095

 
190

 
3.7

Marketing
3,540

 
3,468

 
72

 
2.1

Telecommunications
2,947

 
3,333

 
(386
)
 
(11.6
)
Operating risk loss
1,526

 
1,501

 
25

 
1.7

Other real estate owned and repossession expense
1,003

 
1,491

 
(488
)
 
(32.7
)
Intangible amortization

 
236

 
(236
)
 
(100.0
)
Other
16,165

 
17,317

 
(1,152
)
 
(6.7
)
Total
$
242,050

 
$
236,832

 
$
5,218

 
2.2
 %

The $9.3 million, or 7.2%, increase in salaries and employee benefits during the six months ended June 30, 2016 in comparison to the same period during 2015 primarily resulted from an $8.4 million, or 7.8%, increase in salaries, resulting from higher average salaries per full-time equivalent (FTE) employee, normal merit increases and an increase in incentive compensation. Benefits expenses increased $930,000, or 4.3%, due to an increase in 401(k) matching expense, defined benefit plan expense, employee education and other employee benefits.

The $1.5 million, or 5.8%, decrease in occupancy expense was due to decreases in snow removal and utilities expenses when compared to the first six months of 2015. The $2.3 million, or 16.7%, decrease in other outside services in comparison to the first six months of 2015 was largely due to the timing of certain expenses related to the Corporation’s BSA/AML compliance program remediation efforts.

The $2.4 million, or 14.6%, combined increase in data processing and software resulted from higher transaction volumes and contractual increases related to core processing systems, and amortization of capitalized software investments.

Equipment expense decreased $1.1 million, or 14.4%, primarily due to lower depreciation expense when compared to the first six months of 2015 as certain assets became fully depreciated. Other real estate owned and repossession expense decreased $488,000, or 32.7%, when compared to the first six months of 2015 due to decreases in repossession expense, maintenance expense and insurance expense on other real estate properties. This expense category can experience volatility from period to period based on the timing of foreclosures and sales of properties and payments of expenses, such as real estate taxes.

Other expense decreased $1.2 million, or 6.7%, due to lower state taxes and the timing of certain expense items, which can fluctuate from period to period.


52



Income Taxes

Income tax expense for the first six months of 2016 was $23.1 million, a $2.5 million, or 9.9%, decrease from $25.7 million in 2015.

The Corporation’s effective tax rate was 22.9% in the first six months of 2016, as compared to 25.1% in the first six months of 2015. The effective tax rate is generally lower than the federal statutory rate of 35% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and credits earned from investments in partnerships that generate tax credits under various federal programs. The decrease in the effective rate from 2015 was driven by higher low-income housing tax credits.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.
 
 
 
Increase (Decrease)
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
(dollars in thousands)
Assets
 
 
 
 
 
 
 
Cash and due from banks
$
84,647

 
$
101,120

 
$
(16,473
)
 
(16.3
)%
Other interest-earning assets
408,086

 
292,516

 
115,570

 
39.5

Loans held for sale
34,330

 
16,886

 
17,444

 
103.3

Investment securities
2,529,724

 
2,484,773

 
44,951

 
1.8

Loans, net of allowance
13,992,613

 
13,669,548

 
323,065

 
2.4

Premises and equipment
228,861

 
225,535

 
3,326

 
1.5

Goodwill and intangible assets
531,556

 
531,556

 

 

Other assets
670,218

 
592,784

 
77,434

 
13.1

Total Assets
$
18,480,035

 
$
17,914,718

 
$
565,317

 
3.2
 %
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Deposits
$
14,292,564

 
$
14,132,317

 
$
160,247

 
1.1
 %
Short-term borrowings
722,214

 
497,663

 
224,551

 
45.1

Long-term debt
965,552

 
949,542

 
16,010

 
1.7

Other liabilities
392,708

 
293,302

 
99,406

 
33.9

Total Liabilities
16,373,038

 
15,872,824

 
500,214

 
3.2

Total Shareholders’ Equity
2,106,997

 
2,041,894

 
65,103

 
3.2

Total Liabilities and Shareholders’ Equity
$
18,480,035

 
$
17,914,718

 
$
565,317

 
3.2
 %

Other Interest-earning Assets

The $115.6 million, or 39.5%, increase in other interest-earning assets during the first six months of 2016 resulted from higher balances on deposit with the Federal Reserve Bank as funding provided by deposit and borrowings increases outpaced the growth in loans and investments.












Investment Securities

The following table presents the carrying amount of investment securities:
 
 
 
Increase (Decrease)
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
(dollars in thousands)
U.S. Government sponsored agency securities
$
146

 
$
25,136

 
$
(24,990
)
 
(99.4
)%
State and municipal securities
345,347

 
262,765

 
82,582

 
31.4

Corporate debt securities
91,547

 
96,955

 
(5,408
)
 
(5.6
)
Collateralized mortgage obligations
706,346

 
821,509

 
(115,163
)
 
(14.0
)
Mortgage-backed securities
1,267,763

 
1,158,835

 
108,928

 
9.4

Auction rate securities
97,886

 
98,059

 
(173
)
 
(0.2
)
   Total debt securities
2,509,035

 
2,463,259

 
45,776

 
1.9

Equity securities
20,689

 
21,514

 
(825
)
 
(3.8
)
   Total
$
2,529,724

 
$
2,484,773

 
$
44,951

 
1.8
 %

U.S. Government sponsored agency securities decreased $25.0 million, or 99.4%, as the result of maturities. The proceeds were reinvested in municipal securities, which increased $82.6 million, or 31.4%.
Collateralized mortgage obligations decreased $115.2 million, or 14.0%, as the Corporation reduced its holdings in lower coupon investments due to volatility in market pricing. The proceeds were reinvested in mortgage-backed securities, which increased $108.9 million, or 9.4%, in an effort to improve the portfolio yield.

Loans, net of Unearned Income

The following table presents ending balances of loans outstanding, net of unearned income:
 
 
 
 
 
Increase (Decrease)
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
(dollars in thousands)
 
 
Real estate – commercial mortgage
$
5,635,347

 
$
5,462,330

 
$
173,017

 
3.2
 %
Commercial – industrial, financial and agricultural
4,099,177

 
4,088,962

 
10,215

 
0.2

Real estate – home equity
1,647,319

 
1,684,439

 
(37,120
)
 
(2.2
)
Real estate – residential mortgage
1,447,292

 
1,376,160

 
71,132

 
5.2

Real estate – construction
853,699

 
799,988

 
53,711

 
6.7

Consumer
278,071

 
268,588

 
9,483

 
3.5

Leasing, other and overdrafts
194,254

 
158,135

 
36,119

 
22.8

Loans, net of unearned income
$
14,155,159

 
$
13,838,602

 
$
316,557

 
2.3
 %

Loans, net of unearned income increased $316.6 million, or 2.3%, in comparison to December 31, 2015, with the increases spread all across the Corporation's geographic markets. Commercial mortgage loans increased $173.0 million, or 3.2%, in comparison to December 31, 2015, with the growth occurring primarily in the Pennsylvania ($135.0 million, or 4.9%), New Jersey ($24.0 million, or 1.7%) and Virginia ($11.0 million, or 2.4%) markets. Real-estate residential mortgage loans increased $71.1 million, or 5.2%, compared to December 31, 2015, with the growth occurring primarily in the Maryland ($41.0 million, or 22.3%) and Virginia ($33.0 million, or 14.7%) markets as the result of new portfolio product offerings that were introduced in 2015. Real-estate construction loans increased $53.7 million, or 6.7%, in comparison to December 31, 2015, with the growth occurring primarily in the New Jersey ($27.0 million, or 17.1%), Delaware ($16.0 million, or 35.4%) and Pennsylvania ($11.0 million, or 2.4%) markets. Leasing, other and overdrafts increased compared to December 31, 2015 as a result of a $36.1 million increase in the leasing portfolio.


53



Construction loans include loans to commercial borrowers secured by commercial real estate, loans to commercial borrowers secured by residential real estate, and other construction loans, which represent loans to individuals secured by residential real estate. The following table presents outstanding construction loans and their delinquency rates by these class segments:
 
June 30, 2016
 
December 31, 2015
 
Balance
 
Delinquency Rate (1)
 
% of Total
 
Balance
 
Delinquency Rate (1)
 
% of Total
 
(dollars in thousands)
Commercial
$
604,113

 
0.8
%
 
70.8
%
 
$
559,991

 
0.2
%
 
70.0
%
Commercial - residential
183,667

 
4.9

 
21.5

 
179,303

 
7.3

 
22.4

Other
65,919

 
3.8

 
7.7

 
60,694

 
1.1

 
7.6

Total Real estate - construction
$
853,699

 
1.9
%
 
100.0
%
 
$
799,988

 
1.8
%
 
100.0
%

(1)
Represents all accruing loans 30 days or more past due and non-accrual loans as a percentage of total loans in each class segment.

The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographical location. Approximately $6.5 billion, or 45.8%, of the loan portfolio was in commercial mortgage and construction loans as of June 30, 2016. The Corporation's maximum total lending commitment to an individual borrower was $50.0 million as of June 30, 2016. In addition to its policy of limiting the maximum total lending commitment to any individual borrower to $50.0 million, the Corporation has established lower total lending limits for certain types of lending commitments, and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved. As of June 30, 2016, the Corporation had 113 relationships with total borrowing commitments between $20.0 million and $50.0 million.
The following table summarizes the industry concentrations within the commercial loan portfolio:
 
June 30,
2016
 
December 31, 2015
Services
21.9
%
 
22.6
%
Health care
11.2

 
10.6

Manufacturing
10.7

 
11.3

Construction (1)
9.8

 
9.7

Retail
9.2

 
8.3

Wholesale
8.0

 
8.0

Real estate (2)
7.7

 
7.3

Agriculture
4.8

 
5.1

Arts and entertainment
2.8

 
2.8

Transportation
2.7

 
2.7

Financial services
2.0

 
1.7

Other
9.2

 
9.9

   Total
100.0
%
 
100.0
%
(1)
Includes commercial loans to borrowers engaged in the construction industry.
(2)
Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for others; and appraising real estate.

Commercial loans and commercial mortgage loans also include shared national credits, which are participations in loans or loan commitments of at least $20.0 million that are shared by three or more banks. Below is a summary of the Corporation's outstanding purchased shared national credits:
 
June 30, 2016
 
December 31, 2015
 
(in thousands)
Commercial - industrial, financial and agricultural
$
162,712

 
$
152,830

Real estate - commercial mortgage
104,418

 
96,219

     Total
$
267,130

 
$
249,049


54



Total shared national credits increased $18.1 million, or 7.3%, in comparison to December 31, 2015. The Corporation's shared national credits are to borrowers located in its geographical markets, and the increase was due to normal lending activities consistent with the Corporation's underwriting policies. As of June 30, 2016, none of the shared national credits were past due compared to one credit totaling $1.1 million, or 0.4%, of the total balance that was past due as of December 31, 2015.

Provision for Credit Losses and Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses:
 
Three months ended June 30
 
Six months ended June 30
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
Average balance of loans, net of unearned income
$
13,966,024

 
$
13,192,600

 
$
13,909,722

 
$
13,144,332

 
 
 
 
 
 
 
 
Balance of allowance for credit losses at beginning of period
$
166,065

 
$
179,658

 
$
171,412

 
$
185,931

Loans charged off:
 
 
 
 
 
 
 
Commercial – industrial, financial and agricultural
4,625

 
11,166

 
10,813

 
13,029

Real estate – residential mortgage
340

 
783

 
1,408

 
2,064

Real estate – home equity
1,045

 
870

 
2,586

 
1,638

Real estate – commercial mortgage
1,474

 
1,642

 
2,056

 
2,351

Consumer
569

 
357

 
1,576

 
1,137

Real estate – construction
742

 
87

 
1,068

 
87

Leasing, other and overdrafts
1,951

 
467

 
2,394

 
830

Total loans charged off
10,746

 
15,372

 
21,901

 
21,136

Recoveries of loans previously charged off:
 
 
 
 
 
 
 
Commercial – industrial, financial and agricultural
2,931

 
1,471

 
5,250

 
2,257

Real estate – residential mortgage
420

 
187

 
556

 
346

Real estate – home equity
350

 
189

 
688

 
440

Real estate – commercial mortgage
1,367

 
451

 
2,192

 
887

Consumer
539

 
368

 
735

 
609

Real estate – construction
1,563

 
231

 
1,946

 
1,378

Leasing, other and overdrafts
108

 
70

 
189

 
241

Total recoveries
7,278

 
2,967

 
11,556

 
6,158

Net loans charged off
3,468

 
12,405

 
10,345

 
14,978

Provision for credit losses
2,511

 
2,200

 
4,041

 
(1,500
)
Balance of allowance for credit losses at end of period
$
165,108

 
$
169,453

 
$
165,108

 
$
169,453

 
 
 
 
 
 
 
 
Net charge-offs to average loans (annualized)
0.10
%
 
0.38
%
 
0.15
%
 
0.23
%
The following table presents the components of the allowance for credit losses:
 
June 30,
2016
 
December 31,
2015
 
(dollars in thousands)
Allowance for loan losses
$
162,546

 
$
169,054

Reserve for unfunded lending commitments
2,562

 
2,358

Allowance for credit losses
$
165,108

 
$
171,412

 
 
 
 
Allowance for credit losses to loans outstanding
1.17
%
 
1.24
%
The provision for credit losses for the three months ended June 30, 2016 was $2.5 million, an increase of $311,000 in comparison to the same period in 2015. For the six months ended June 30, 2016, the provision for credit losses was $4.0 million, an increase of $5.5 million in comparison to the first six months of 2015. The increase in the provision for credit losses was largely due to a

55



negative provision recorded in the six months ended June 30, 2015 which was driven by an improvement in net charge-off levels, particularly among pooled impaired loans across all portfolio segments.
Net charge-offs decreased $8.9 million, or 72.0%, to $3.5 million for the second quarter of 2016, compared to $12.4 million for the second quarter of 2015. Gross charge-offs decreased by $4.6 million and recoveries increased by $4.3 million. Of the $3.5 million of net charge-offs recorded in the second quarter of 2016, the majority were for loans originated in New Jersey ($2.5 million) and Pennsylvania ($2.4 million) partially offset by net recoveries in Maryland ($1.2 million) and, to a lesser extent, Delaware and Virginia.
During the first half of 2016, net charge-offs decreased $4.6 million, or 30.9%, to $10.3 million compared to $15.0 million for the first half of 2015. The decrease in net charge-offs was primarily due to an increase in recoveries during the first half of 2016 compared to the same period in the prior year. Of the $10.3 million of net charge-offs recorded in the first half of 2016, the majority were for loans originated in Pennsylvania ($7.9 million) and New Jersey ($3.7 million) partially offset by net recoveries in Maryland ($1.0 million) and, to a lesser extent, Delaware and Virginia.

The following table summarizes non-performing assets as of the indicated dates:
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
(dollars in thousands)
Non-accrual loans
$
111,742

 
$
129,152

 
$
129,523

Loans 90 days or more past due and still accruing
15,992

 
20,353

 
15,291

Total non-performing loans
127,734

 
149,505

 
144,814

Other real estate owned (OREO)
11,918

 
12,763

 
11,099

Total non-performing assets
$
139,652

 
$
162,268

 
$
155,913

Non-accrual loans to total loans
0.79
%
 
0.98
%
 
0.94
%
Non-performing assets to total assets
0.76
%
 
0.93
%
 
0.87
%
Allowance for credit losses to non-performing loans
129.26
%
 
113.34
%
 
118.37
%

The following table presents accruing loans whose terms have been modified under troubled debt restructurings ("TDRs"), by type, as of the indicated dates:
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
(in thousands)
Real estate – residential mortgage
$
27,324

 
$
31,584

 
$
28,511

Real estate – commercial mortgage
17,808

 
17,482

 
17,563

Real estate – construction
3,086

 
4,482

 
3,942

Commercial – industrial, financial and agricultural
5,756

 
6,975

 
5,953

Real estate – home equity
7,173

 
3,084

 
4,556

Consumer
18

 
34

 
33

Total accruing TDRs
61,165

 
63,641

 
60,558

Non-accrual TDRs (1)
24,887

 
27,230

 
31,035

Total TDRs
$
86,052

 
$
90,871

 
$
91,593

(1) Included with non-accrual loans in the preceding table.

TDRs modified during the first six months of 2016 and still outstanding as of June 30, 2016 totaled $6.5 million. During the first six months of 2016, $3.7 million of TDRs that were modified in the previous 12 months had a payment default, which the Corporation defines as a single missed scheduled payment, subsequent to modification.

56



The following table presents the changes in non-accrual loans for the three and six months ended June 30, 2016:
 
Commercial -
Industrial,
Financial and
Agricultural
 
Real Estate -
Commercial
Mortgage
 
Real Estate -
Construction
 
Real Estate -
Residential
Mortgage
 
Real Estate -
Home
Equity
 
Consumer
 
Leasing
 
Total
 
(in thousands)
Three months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance of non-accrual loans at March 31, 2016
$
37,116

 
$
40,861

 
$
10,498

 
$
20,780

 
$
11,494

 
$

 
$
1,421

 
$
122,170

Additions
6,340

 
4,835

 
3,098

 
2,100

 
2,068

 
572

 
207

 
19,220

Payments
(2,888
)
 
(5,150
)
 
(2,396
)
 
(1,595
)
 
(1,086
)
 
(1
)
 
(20
)
 
(13,136
)
Charge-offs
(4,625
)
 
(1,474
)
 
(742
)
 
(340
)
 
(1,045
)
 
(569
)
 
(1,608
)
 
(10,403
)
Transfers to accrual status

 
(3,149
)
 

 
(150
)
 
(206
)
 
(2
)
 

 
(3,507
)
Transfers to OREO
(405
)
 
(411
)
 
(1,038
)
 
(226
)
 
(522
)
 

 

 
(2,602
)
Balance of non-accrual loans at June 30, 2016
$
35,538

 
$
35,512

 
$
9,420

 
$
20,569

 
$
10,703

 
$

 
$

 
$
111,742

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance of non-accrual loans as of December 31, 2015
$
42,199

 
$
40,731

 
$
12,044

 
$
21,914

 
$
11,210

 
$

 
$
1,425

 
$
129,523

Additions
12,776

 
10,794

 
3,850

 
3,497

 
5,055

 
1,579

 
292

 
37,843

Payments
(8,219
)
 
(8,693
)
 
(4,368
)
 
(1,746
)
 
(1,452
)
 
(1
)
 
(24
)
 
(24,503
)
Charge-offs
(10,813
)
 
(2,056
)
 
(1,068
)
 
(1,408
)
 
(2,586
)
 
(1,576
)
 
(1,693
)
 
(21,200
)
Transfers to accrual status

 
(3,149
)
 

 
(310
)
 
(881
)
 
(2
)
 

 
(4,342
)
Transfers to OREO
(405
)
 
(2,115
)
 
(1,038
)
 
(1,378
)
 
(643
)
 

 

 
(5,579
)
Balance of non-accrual loans at June 30, 2016
$
35,538

 
$
35,512

 
$
9,420

 
$
20,569

 
$
10,703

 
$

 
$

 
$
111,742


Non-accrual loans decreased $17.4 million, or 13.5%, and $17.8 million, or 13.7%, in comparison to June 30, 2015 and December 31, 2015, respectively.

The following table summarizes non-performing loans, by type, as of the indicated dates:
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
(in thousands)
Real estate – commercial mortgage
$
35,704

 
$
49,932

 
$
41,170

Commercial – industrial, financial and agricultural
38,902

 
35,839

 
44,071

Real estate – residential mortgage
25,030

 
31,562

 
28,484

Real estate – home equity
14,173

 
14,632

 
14,683

Real estate – construction
11,879

 
14,884

 
12,460

Consumer
1,888

 
2,583

 
2,440

Leasing
158

 
73

 
1,506

Total non-performing loans
$
127,734

 
$
149,505

 
$
144,814


Non-performing loans decreased $21.8 million, or 14.6%, and $17.1 million, or 11.8%, in comparison to June 30, 2015 and December 31, 2015, respectively. The decrease in non-performing loans was realized across all loan categories.









57



The following table summarizes the Corporation’s OREO, by property type, as of the indicated dates:
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
(in thousands)
Residential properties
$
6,098

 
$
7,992

 
$
7,303

Commercial properties
3,686

 
2,123

 
2,167

Undeveloped land
2,134

 
2,648

 
1,629

Total OREO
$
11,918

 
$
12,763

 
$
11,099


The Corporation's ability to identify potential problem loans in a timely manner is important to maintaining an adequate allowance for credit losses. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and lease receivables is based on payment history, through the monitoring of delinquency levels and trends. For a description of the Corporation's risk ratings, see Note 5, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements.

Total internally risk rated loans were $10.5 billion and $10.3 billion as of June 30, 2016 and December 31, 2015, respectively. The following table presents internal risk ratings for commercial loans, commercial mortgages and construction loans to commercial borrowers with internal risk ratings of Special Mention (considered criticized loans) or Substandard or lower (considered classified loans), by class segment:
 
Special Mention
 
Increase (decrease)
 
Substandard or lower
 
Increase (decrease)
 
Total Criticized and Classified Loans
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
June 30, 2016
 
December 31, 2015
 
(dollars in thousands)
Real estate - commercial mortgage
$
141,417

 
$
102,625

 
$
38,792

 
37.8
 %
 
$
122,564

 
$
155,442

 
$
(32,878
)
 
(21.2
)%
 
$
263,981

 
$
258,067

Commercial - secured
95,330

 
92,711

 
2,619

 
2.8

 
130,180

 
136,710

 
(6,530
)
 
(4.8
)
 
225,510

 
229,421

Commercial -unsecured
2,467

 
2,761

 
(294
)
 
(10.6
)
 
3,421

 
3,346

 
75

 
2.2

 
5,888

 
6,107

Total Commercial - industrial, financial and agricultural
97,797

 
95,472

 
2,325

 
2.4

 
133,601

 
140,056

 
(6,455
)
 
(4.6
)
 
231,398

 
235,528

Construction - commercial residential
17,012

 
17,154

 
(142
)
 
(0.8
)
 
14,838

 
21,812

 
(6,974
)
 
(32.0
)
 
31,850

 
38,966

Construction - commercial
2,548

 
3,684

 
(1,136
)
 
(30.8
)
 
4,594

 
3,597

 
997

 
27.7

 
7,142

 
7,281

Total real estate - construction (excluding construction - other)
19,560

 
20,838

 
(1,278
)
 
(6.1
)
 
19,432

 
25,409

 
(5,977
)
 
(23.5
)
 
38,992

 
46,247

Total
$
258,774

 
$
218,935

 
$
39,839

 
18.2
 %
 
$
275,597

 
$
320,907

 
$
(45,310
)
 
(14.1
)%
 
$
534,371

 
$
539,842

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of total risk rated loans
2.5
%
 
2.1
%
 
 
 
 
 
2.6
%
 
3.1
%
 
 
 
 
 
5.1
%
 
5.2
%













58



The following table summarizes loan delinquency rates, by type, as of the dates indicated:
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
30-89
Days
 
≥ 90 Days (1)
 
Total
 
30-89
Days
 
≥ 90 Days (1)
 
Total
 
30-89
Days
 
≥ 90 Days (1)
 
Total
Real estate – commercial mortgage
0.18
%
 
0.63
%
 
0.81
%
 
0.34
%
 
0.96
%
 
1.30
%
 
0.14
%
 
0.77
%
 
0.91
%
Commercial – industrial, financial and agricultural
0.30
%
 
0.95
%
 
1.25
%
 
0.22
%
 
0.93
%
 
1.15
%
 
0.21
%
 
1.06
%
 
1.27
%
Real estate – construction
0.54
%
 
1.39
%
 
1.93
%
 
0.02
%
 
2.04
%
 
2.06
%
 
0.28
%
 
1.59
%
 
1.87
%
Real estate – residential mortgage
0.97
%
 
1.73
%
 
2.70
%
 
1.53
%
 
2.30
%
 
3.83
%
 
1.33
%
 
2.07
%
 
3.40
%
Real estate – home equity
0.61
%
 
0.86
%
 
1.47
%
 
0.55
%
 
0.87
%
 
1.42
%
 
0.53
%
 
0.87
%
 
1.40
%
Consumer, leasing and other
1.03
%
 
0.43
%
 
1.46
%
 
1.29
%
 
0.65
%
 
1.94
%
 
1.36
%
 
0.92
%
 
2.28
%
Total
0.39
%
 
0.91
%
 
1.30
%
 
0.47
%
 
1.13
%
 
1.60
%
 
0.37
%
 
1.04
%
 
1.41
%
Total dollars (in thousands)
$
55,744

 
$
127,734

 
$
183,478

 
$
61,931

 
$
149,505

 
$
211,436

 
$
51,927

 
$
144,814

 
$
196,741

 
(1)
Includes non-accrual loans.
Management believes that the allowance for credit losses of $165.1 million as of June 30, 2016 is sufficient to cover incurred losses in the loan portfolio and unfunded lending commitments as of that date and is appropriate based on applicable accounting standards.
Other Assets and Other Liabilities

The $77.4 million, or 13.1%, increase in other assets and the $99.4 million, or 33.9%, increase in other liabilities were driven by higher fair values for derivative financial instruments, mainly commercial loan interest rate swaps. See Note 9, "Derivative Financial Instruments," in the Notes to Consolidated Financial Statements for additional details.

Deposits and Borrowings
The following table presents ending deposits, by type:
 
 
 
 
 
Increase (Decrease)
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
(dollars in thousands)
Noninterest-bearing demand
$
4,125,375

 
$
3,948,114

 
$
177,261

 
4.5
 %
Interest-bearing demand
3,358,536

 
3,451,207

 
(92,671
)
 
(2.7
)
Savings
3,986,008

 
3,868,046

 
117,962

 
3.0

Total demand and savings
11,469,919

 
11,267,367

 
202,552

 
1.8

Time deposits
2,822,645

 
2,864,950

 
(42,305
)
 
(1.5
)
Total deposits
$
14,292,564

 
$
14,132,317

 
$
160,247

 
1.1
 %

Noninterest-bearing demand deposits increased $177.3 million, or 4.5%, primarily as a result of increases in business account balances of $195.2 million, or 6.5%, and municipal account balances of $11.5 million, or 12.6%, partially offset by decreases in personal account balances of $16.6 million, or 2.0%, and other account balances of $12.9 million, or 27.5%.

The $118.0 million, or 3.0%, increase in savings account balances was due to a $215.6 million, or 8.6%, increase in personal account balances partially offset by a decrease of $58.9 million, or 7.4%, in business account balances and a $38.7 million, or 6.7%, decrease in municipal account balances.

Interest-bearing demand accounts decreased $92.7 million, or 2.7%, primarily due to a $58.8 million, or 2.9%, decrease in personal account balances, a $22.4 million, or 1.9%, decrease in municipal account balances and an $11.6 million, or 1.9%, decrease in business account balances.



59



The following table summarizes the changes in ending borrowings, by type:
 
 
 
Increase (Decrease)
 
June 30, 2016
 
December 31, 2015
 
$
 
%
 
(dollars in thousands)
Short-term borrowings:
 
 
 
 
 
 
 
Customer repurchase agreements
$
168,521

 
$
111,496

 
$
57,025

 
51.1
%
Customer short-term promissory notes
69,509

 
78,932

 
(9,423
)
 
(11.9
)
Total short-term customer funding
238,030

 
190,428

 
47,602

 
25.0

Federal funds purchased
449,184

 
197,235

 
251,949

 
127.7

Short-term FHLB advances (1)
35,000

 
110,000

 
(75,000
)
 
(68.2
)
Total short-term borrowings
722,214

 
497,663

 
224,551

 
45.1

Long-term debt:
 
 
 
 
 
 
 
FHLB advances
603,685

 
587,756

 
15,929

 
2.7

Other long-term debt
361,867

 
361,786

 
81

 

Total long-term debt
965,552

 
949,542

 
16,010

 
1.7

Total borrowings
$
1,687,766

 
$
1,447,205

 
$
240,561

 
16.6
%
 
 
 
 
 
 
 
 
(1) Represents FHLB advances with an original maturity term of less than one year.

The $224.6 million, or 45.1%, increase in total short-term borrowings resulted from loan growth exceeding deposit growth during the first six months of 2016.

Shareholders' Equity

Total shareholders’ equity increased $65.1 million, or 3.2%, during the first six months of 2016. The increase was due primarily to $78.0 million of net income and a $29.7 million increase in other comprehensive income, partially offset by $33.0 million of common stock dividends and $16.3 million in treasury stock purchases.

Regulatory Capital

The Corporation and its subsidiary banks are subject to regulatory capital requirements administered by various banking regulators. Failure to meet minimum capital requirements could result in certain actions by regulators that could have a material effect on the Corporation’s financial statements. In July 2013, the Federal Reserve Board approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.

The new minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and will be fully phased in on January 1, 2019.

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;
Continue to require the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio of 4.00% of average assets; and
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are being phased out as a component of Tier 1 capital for institutions of the Corporation's size.
When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments.


60



The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expands the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures and resulting in higher risk weights for a variety of asset categories.

As of June 30, 2016, the Corporation and each of its bank subsidiaries met the minimum requirements of the U.S. Basel III Capital Rules, and each of the Corporation’s bank subsidiaries’ capital ratios exceeded the amounts required to be considered "well capitalized" as defined in the regulations. As of June 30, 2016, the Corporation's capital levels also met the fully-phased in minimum capital requirements, including the capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.

The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements:
 
June 30, 2016
 
December 31, 2015
 
Regulatory
Minimum
for Capital
Adequacy
 
Fully Phased-in, with Capital Conservation Buffers
Total Capital (to Risk-Weighted Assets)
13.1
%
 
13.2
%
 
8.0
%
 
10.5
%
Tier I Capital (to Risk-Weighted Assets)
10.3
%
 
10.2
%
 
6.0
%
 
8.5
%
Common Equity Tier I (to Risk-Weighted Assets)
10.3
%
 
10.2
%
 
4.5
%
 
7.0
%
Tier I Capital (to Average Assets)
9.0
%
 
9.0
%
 
4.0
%
 
4.0
%



61



Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation’s net interest income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. An Asset/Liability Management Committee (ALCO) is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. The Corporation’s policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 basis point shock in interest rates, 15% for a 200 basis point shock and 20% for a 300 basis point shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor do they take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options in the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of abrupt interest rate changes on net interest income as of June 30, 2016 (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown):
Rate Shock (1)
Annual change
in net interest income
 
% Change in net interest income
+300 bp
+ $73.3 million
 
14.1%
+200 bp
+ $49.1 million
 
9.43%
+100 bp
+ $22.5 million
 
4.3%
–100 bp
– $15.6 million
 
– 3.0%

(1)
These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation’s balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 basis point shock in interest rates, 20% for a 200 basis point shock and 30% for a 300 basis

62



point shock. As of June 30, 2016, the Corporation was within economic value of equity policy limits for every 100 basis point shock.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments that are recorded at their fair value in other assets and liabilities on the consolidated balance sheets. Changes in fair value during the period are recorded in other non-interest expense on the consolidated statements of income.

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short-term and long-term needs.

The Corporation maintains liquidity sources in the form of demand and savings deposits, time deposits, repurchase agreements and short-term promissory notes. The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those accounts and borrowings. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the Federal Reserve Bank, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Each of the Corporation’s subsidiary banks is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of June 30, 2016, the Corporation had $638.7 million of short- and long-term advances outstanding from the FHLB with an additional borrowing capacity of approximately $2.8 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of June 30, 2016, the Corporation had aggregate availability under federal funds lines of $1.1 billion with $449.2 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities are pledged to the Federal Reserve Bank of Philadelphia to provide access to Federal Reserve Bank Discount Window borrowings. As of June 30, 2016, the Corporation had $1.3 billion of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

Liquidity must also be managed at the Fulton Financial Corporation parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Management continues to monitor the liquidity and capital needs of the parent company and will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The Corporation’s sources and uses of funds were discussed in general terms in the net interest income section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during the first six months of 2016 generated $74.1 million of cash, mainly due to net income. Cash used in investing activities was $447.0 million, mainly due to net increases in loans and short-term investments. Net cash provided by financing activities was $356.4 million due to increases in deposits, short-term borrowings and additions to long-term debt, partially offset by cash dividends and purchases of treasury stock.

Equity Market Price Risk

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Corporation. As of June 30, 2016, equity investments consisted of $19.8 million of common stocks of publicly traded financial institutions and $895,000 of other equity investments.

The equity investments most susceptible to equity market price risk are the financial institutions stocks, which had a cost basis of approximately $13.4 million and a fair value of $19.8 million at June 30, 2016, including an investment in a single financial

63



institution with a cost basis of $7.4 million and a fair value of $10.4 million. The fair value of this investment accounted for 52.5% of the fair value of 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 fair value. In total, net unrealized gains in this portfolio were approximately $6.5 million as of June 30, 2016.

Management continuously monitors the fair value of its equity investments and evaluates current market conditions and operating results of the issuers. Periodic sale and purchase decisions are made based on this monitoring process. None of the Corporation’s equity securities are classified as trading.

In addition to its equity portfolio, investment management and trust services income may be impacted by fluctuations in the equity markets. A portion of this revenue is based on the value of the underlying investment portfolios, many of which include equity investments. If the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets in general or otherwise, the Corporation’s revenue would be negatively impacted. In addition, the Corporation’s ability to sell its brokerage services in the future will be dependent, in part, upon consumers’ level of confidence in financial markets.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation’s debt security investments consist primarily of U.S. government sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, U.S. government debt securities, auction rate securities and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government sponsored agencies.

Municipal Securities

As of June 30, 2016, the Corporation owned $345.3 million of municipal securities issued by various municipalities. Ongoing uncertainty with respect to the financial strength of municipal bond insurers places greater emphasis on the underlying strength of issuers. Continued pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the creditworthiness of the issuing municipality and then, to a lesser extent, on any underlying credit enhancement. Municipal securities can be supported by the general obligation of the issuing municipality, allowing the securities to be repaid by any means available to the issuing municipality. As of June 30, 2016, approximately 97% of municipal securities were supported by the general obligation of corresponding municipalities. Approximately 77% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Auction Rate Securities

As of June 30, 2016, the Corporation’s investments in student loan auction rate certificates (ARC), a type of auction rate securities, had a cost basis of $106.9 million and a fair value of $97.9 million.

ARCs are long-term securities that were structured to allow their sale in periodic auctions, resulting in both the treatment of ARCs as short-term instruments in normal market conditions and fair values that could be derived based on periodic auction prices. However, beginning in 2008, market auctions for these securities began to fail due to an insufficient number of buyers, resulting in an illiquid market. Therefore, as of June 30, 2016, the fair values of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values that were materially different from those that would be expected from settlement of these investments in the current market. The expected cash flows model produced fair values which assumed a return to market liquidity sometime in the next five years. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid.

The credit quality of the underlying debt associated with the ARCs is also a factor in the determination of their estimated fair value. As of June 30, 2016, all of the ARCs were rated above investment grade. All of the loans underlying the ARCs have principal payments that are guaranteed by the federal government. At June 30, 2016, all ARCs were current and making scheduled interest payments.


64



Corporate Debt Securities

The Corporation holds corporate debt securities in the form of pooled trust preferred securities, single-issuer trust preferred securities, subordinated debt issued by financial institutions and senior debt. As of June 30, 2016, these securities had an amortized cost of $95.4 million and an estimated fair value of $91.5 million. The amortized cost of pooled trust preferred securities was $0 as of June 30, 2016.

The fair values for pooled trust preferred securities and certain single-issuer trust preferred securities were based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers.

See "Note 4 - Investment Securities," in the Notes to Consolidated Financial Statements for further discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 11 - Fair Value Measurements," in the Notes to Consolidated Financial Statements for further discussion related to the fair values of debt securities.


65



Item 4. Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Rule 13a-15, promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no changes in the Corporation’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.


66



PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 10 "Commitment and Contingencies" of the Notes to Consolidated Financial Statements is incorporated herein by reference.
As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending proceedings will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.


Item 1A. Risk Factors

See Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 for a detailed discussion of risk factors affecting the Company. Following is an additional risk factor:
Changes in accounting policies, standards, and interpretations could materially affect how we report our financial condition and results of operations.

The preparation of the Corporation’s financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as revenues and expenses during the period. A summary of the accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain, is set forth under the heading "Critical Accounting Policies" within Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

A variety of factors could affect the ultimate values of assets, liabilities, income and expenses recognized and reported in the Corporation’s financial statements and these ultimate values may differ materially from those determined based on management’s estimates and assumptions. In addition, the Financial Accounting Standards Board (FASB), regulatory agencies, and other bodies that establish accounting standards from time to time change the financial accounting and reporting standards governing the preparation of the Corporation’s financial statements. Further, those bodies that establish and interpret the accounting standards (such as the FASB, the Securities and Exchange Commission, and banking regulators) may change prior interpretations or positions regarding how these standards should be applied. These changes can be difficult to predict and can materially affect how the Corporation records and reports its financial condition and results of operations. For example, the FASB recently issued a new accounting standard that will require the recognition of credit losses on loans and other financial assets based on an entity’s current estimate of expected losses over the lifetime of each loan or other financial asset, as opposed to current accounting standards, which require recognition of losses on loans and other financial assets only when those losses are "probable." The Corporation’s adoption of this accounting standard could materially affect the Corporation’s allowance for credit losses methodology, financial condition, capital levels and results of operations, including expenses the Corporation may incur in implementing this accounting standard.


67



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents the Corporation's monthly repurchases of its common stock during the second quarter of 2016:

Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs
 
 
 
 
 
 
 
 
 
April 1, 2016 to April 30, 2016
 

 
$

 

 
$
38,804,488

May 1, 2016 to May 31, 2016
 

 

 

 
38,804,488

June 1, 2016 to June 30, 2016
 
392,938

 
12.87

 
392,938

 
33,746,157


In October, 2015, the Corporation announced that its board of directors had approved a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2016. Repurchased shares may be added to treasury stock, at cost. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions. The share repurchase program may be discontinued at any time. During the first quarter of 2016, 917,200 shares had been repurchased under this program for a total cost of $11.2 million, or $12.21 per share. During the second quarter of 2016, 392,938 shares had been repurchased under this program for a total cost of $5.1 million, or $12.87 per share.

No stock repurchases were made outside the program and all repurchases were made in accordance with the guidelines of Rule 10b-18 and in compliance with Regulation M.

Item 3. Defaults Upon Senior Securities
Not applicable.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
Not applicable.

Item 6. Exhibits
See Exhibit Index for a list of the exhibits required by Item 601 of Regulation S-K and filed as part of this report.

68





FULTON FINANCIAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FULTON FINANCIAL CORPORATION
 
 
 
 
 
 
 
Date:
 
August 5, 2016
 
/s/ E. Philip Wenger
 
 
 
 
E. Philip Wenger
 
 
 
 
Chairman, Chief Executive Officer and President
 
 
 
 
 
Date:
 
August 5, 2016
 
/s/ Patrick S. Barrett
 
 
 
 
Patrick S. Barrett
 
 
 
 
Senior Executive Vice President and
 
 
 
 
Chief Financial Officer


69



EXHIBIT INDEX
Exhibits Required Pursuant
to Item 601 of Regulation S-K
 
 
 
 
 
3.1
  
Articles of Incorporation, as amended and restated, of Fulton Financial Corporation– Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 24, 2011.
 
 
 
 
3.2
  
Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on an Amended Form 8-K dated September 23, 2014.
 
 
 
 
10.1
 
Fulton Financial Corporation Equity and Cash Incentive Compensation Plan, as amended and restated effective June 30, 2016.
 
 
 
 
31.1
  
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
31.2
  
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
32.1
  
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
32.2
  
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
101
 
Financial statements from the Quarterly Report on Form 10-Q of Fulton Financial Corporation for the period ended June 30, 2016, filed on August 5, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements - filed herewith.
 
 
 
 



70