0000700564-18-000045.txt : 20181106 0000700564-18-000045.hdr.sgml : 20181106 20181106160825 ACCESSION NUMBER: 0000700564-18-000045 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 88 CONFORMED PERIOD OF REPORT: 20180930 FILED AS OF DATE: 20181106 DATE AS OF CHANGE: 20181106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 181163041 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 10-Q 1 fult930201810q.htm 10-Q Document


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

FORM 10-Q

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

For the quarterly period ended September 30, 2018, or

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

For the transition period from              to              

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

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

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $2.50 Par Value –176,096,000 shares outstanding as of October 31, 2018.

1



FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018
INDEX
 
Description
Page
 
 
 
 
 
 
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
(a)
 
 
 
(b)
 
 
 
(c)
 
 
 
(d)
 
 
 
(e)
 
 
 
(f)
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 4. Mine Safety Disclosures - (not applicable)
 
 
 
 
Item 5. Other Information - (none to be reported)
 
 
 
 
 
 
 
 
 
 


2




Item 1. Financial Statements
 

CONSOLIDATED BALANCE SHEETS 
 
(in thousands, except per-share data)
 
September 30,
2018
 
December 31,
2017
 
(unaudited)
 
ASSETS
 
 
 
Cash and due from banks
$
90,361

 
$
108,291

Interest-bearing deposits with other banks
322,330

 
293,805

Federal Reserve Bank and Federal Home Loan Bank stock
65,926

 
60,761

Loans held for sale
27,525

 
31,530

Investment securities:
 
 
 
Available for sale, at estimated fair value
2,008,816

 
2,547,956

Held to maturity, at amortized cost
626,597

 

Loans, net of unearned income
15,925,093

 
15,768,247

Less: Allowance for loan losses
(157,810
)
 
(169,910
)
Net Loans
15,767,283

 
15,598,337

Premises and equipment
231,236

 
222,802

Accrued interest receivable
58,584

 
52,910

Goodwill and intangible assets
531,556

 
531,556

Other assets
634,596

 
588,957

Total Assets
$
20,364,810

 
$
20,036,905

LIABILITIES
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
4,216,064

 
$
4,437,294

Interest-bearing
12,032,950

 
11,360,238

Total Deposits
16,249,014

 
15,797,532

Short-term borrowings:
 
 
 
Federal funds purchased
50,000

 
220,000

Other short-term borrowings
435,565

 
397,524

Total Short-Term Borrowings
485,565

 
617,524

Accrued interest payable
11,151

 
9,317

Other liabilities
343,951

 
344,329

Federal Home Loan Bank advances and other long-term debt
992,115

 
1,038,346

Total Liabilities
18,081,796

 
17,807,048

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $2.50 par value, 600 million shares authorized, 221.7 million shares issued in 2018 and 220.9 million shares issued in 2017
554,208

 
552,232

Additional paid-in capital
1,487,129

 
1,478,389

Retained earnings
915,687

 
821,619

Accumulated other comprehensive loss
(84,640
)
 
(32,974
)
Treasury stock, at cost, 45.7 million shares in 2018 and 2017
(589,370
)
 
(589,409
)
Total Shareholders’ Equity
2,283,014

 
2,229,857

Total Liabilities and Shareholders’ Equity
$
20,364,810

 
$
20,036,905

 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 

3



CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per-share data)
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
175,068

 
$
155,152

 
$
503,029

 
$
446,158

Investment securities:
 
 
 
 
 
 
 
Taxable
13,956

 
11,423

 
41,034

 
34,811

Tax-exempt
3,035

 
2,920

 
8,933

 
8,625

Dividends

 
105

 
5

 
343

Loans held for sale
388

 
243

 
888

 
631

Other interest income
1,601

 
1,667

 
4,016

 
3,311

Total Interest Income
194,048

 
171,510

 
557,905

 
493,879

INTEREST EXPENSE
 
 
 
 
 
 
 
Deposits
23,819

 
16,023

 
59,553

 
40,709

Short-term borrowings
2,002

 
578

 
7,079

 
2,407

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

 
8,100

 
23,761

 
24,812

Total Interest Expense
33,921

 
24,701

 
90,393

 
67,928

Net Interest Income
160,127

 
146,809

 
467,512

 
425,951

Provision for credit losses
1,620

 
5,075

 
38,707

 
16,575

Net Interest Income After Provision for Credit Losses
158,507

 
141,734

 
428,805

 
409,376

NON-INTEREST INCOME
 
 
 
 
 
 
 
Other service charges and fees
15,433

 
12,251

 
40,517

 
39,030

Investment management and trust services
13,066

 
12,157

 
38,740

 
36,097

Service charges on deposit accounts
12,259

 
13,022

 
36,491

 
38,336

Mortgage banking income
4,896

 
4,805

 
14,252

 
15,542

Other
5,365

 
5,142

 
15,965

 
14,874

Non-interest income before investment securities gains
51,019

 
47,377

 
145,965

 
143,879

Investment securities gains, net
14

 
4,597

 
37

 
7,139

Total Non-Interest Income
51,033

 
51,974

 
146,002

 
151,018

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
76,770

 
72,894

 
227,457

 
216,626

Net occupancy expense
12,578

 
12,180

 
38,970

 
37,159

Data processing and software
10,157

 
10,301

 
31,083

 
28,334

Other outside services
9,122

 
6,582

 
24,814

 
19,836

Professional fees
3,427

 
3,388

 
10,615

 
9,056

Equipment expense
3,000

 
3,298

 
9,968

 
9,691

FDIC insurance expense
2,814

 
3,007

 
8,430

 
7,431

State Taxes
2,707

 
2,830

 
7,463

 
7,730

Marketing
2,692

 
2,089

 
7,277

 
6,309

Amortization of tax credit investments
1,637

 
3,503

 
4,911

 
7,652

Other
10,509

 
12,085

 
34,431

 
37,303

Total Non-Interest Expense
135,413

 
132,157

 
405,419

 
387,127

Income Before Income Taxes
74,127

 
61,551

 
169,388

 
173,267

Income taxes
8,494

 
12,646

 
19,078

 
35,515

Net Income
$
65,633

 
$
48,905

 
$
150,310

 
$
137,752

 
 
 
 
 
 
 
 
PER SHARE:
 
 
 
 
 
 
 
Net Income (Basic)
$
0.37

 
$
0.28

 
$
0.86

 
$
0.79

Net Income (Diluted)
0.37

 
0.28

 
0.85

 
0.78

Cash Dividends
0.12

 
0.11

 
0.36

 
0.33

See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 

4




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(in thousands)
 
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
 
 
Net Income
$
65,633

 
$
48,905

 
$
150,310

 
$
137,752

Other Comprehensive (Loss) Income, net of tax:
 
 
 
 
 
 
 
Unrealized (loss) gain on securities
(12,531
)
 
3,320

 
(46,806
)
 
17,861

Reclassification adjustment for securities gains included in net income
(11
)
 
(2,988
)
 
(30
)
 
(4,639
)
Amortization of net unrealized losses on available for sale securities transferred to held to maturity
791

 

 
791

 

Non-credit related unrealized gain on other-than-temporarily impaired debt securities

 

 
232

 

Amortization of net unrecognized pension and postretirement items
369

 
340

 
1,248

 
1,024

Other Comprehensive (Loss) Income
(11,382
)
 
672

 
(44,565
)
 
14,246

Total Comprehensive Income
$
54,251

 
$
49,577

 
$
105,745

 
$
151,998

 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 


5



CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 
(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, 2017
175,170

 
$
552,232

 
$
1,478,389

 
$
821,619

 
$
(32,974
)
 
$
(589,409
)
 
$
2,229,857

Net income

 

 

 
150,310

 

 

 
150,310

Other comprehensive loss

 

 

 

 
(44,565
)
 

 
(44,565
)
Stock issued
833

 
1,936

 
2,773

 

 

 
39

 
4,748

Stock-based compensation awards
16
 
40
 
5,967

 

 

 

 
6,007

Reclassification of stranded tax effects (1)
 
 
 
 
 
 
7,101

 
(7,101
)
 
 
 

Common stock cash dividends - $0.36 per share

 

 

 
(63,343
)
 

 

 
(63,343
)
Balance at September 30, 2018
176,019

 
$
554,208

 
$
1,487,129

 
$
915,687

 
$
(84,640
)
 
$
(589,370
)
 
$
2,283,014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
174,040

 
$
549,707

 
$
1,467,602

 
$
732,099

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

Net income

 

 

 
137,752

 

 

 
137,752

Other comprehensive income

 

 

 

 
14,246

 

 
14,246

Stock issued
1,017

 
2,446

 
5,209

 

 

 
(618
)
 
7,037

Stock-based compensation awards

 

 
3,339

 

 

 

 
3,339

Common stock cash dividends - $0.33 per share

 

 

 
(57,703
)
 

 

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

 
$
552,153

 
$
1,476,150

 
$
812,148

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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Result of adoption of ASU 2018-02. See Note 1 to Consolidated Financial Statements for further details.
 
 
 
 
 
 
 
 


6



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(in thousands)
Nine months ended September 30
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
150,310

 
$
137,752

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
38,707

 
16,575

Depreciation and amortization of premises and equipment
21,423

 
21,013

Amortization of tax credit investments
25,093

 
28,117

Net amortization of investment securities premiums
6,153

 
7,412

Investment securities gains, net
(37
)
 
(7,139
)
Gain on sales of mortgage loans held for sale
(10,158
)
 
(10,122
)
Proceeds from sales of mortgage loans held for sale
608,561

 
470,927

Originations of mortgage loans held for sale
(594,398
)
 
(455,157
)
Amortization of issuance costs and discounts on long-term debt
606

 
618

Stock-based compensation
6,007

 
3,339

Increase in accrued interest receivable
(5,674
)
 
(3,788
)
(Increase) decrease in other assets
(11,893
)
 
9,991

Increase in accrued interest payable
1,834

 
936

Decrease in other liabilities
(3,843
)
 
(4,943
)
Total adjustments
82,381

 
77,779

Net cash provided by operating activities
232,691

 
215,531

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from sales of securities available for sale
54,638

 
44,485

Proceeds from principal repayments and maturities of securities held to maturity
15,475

 

Proceeds from principal repayments and maturities of securities available for sale
237,624

 
321,088

Purchase of securities available for sale
(459,799
)
 
(344,569
)
Increase in other interest-earning assets
(49,225
)
 
(376,696
)
Net increase in loans
(200,526
)
 
(800,778
)
Net purchases of premises and equipment
(29,857
)
 
(24,758
)
Net change in tax credit investments
(47,096
)
 
(21,084
)
Net cash used in investing activities
(478,766
)
 
(1,202,312
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net increase in demand and savings deposits
342,080

 
1,014,697

Net increase in time deposits
109,402

 
114,219

Decrease in short-term borrowings
(131,959
)
 
(242,566
)
Additions to long-term debt
50,000

 
223,251

Repayments of long-term debt
(100,122
)
 
(115,114
)
Net proceeds from issuance of common stock
4,748

 
7,037

Dividends paid
(61,539
)
 
(55,855
)
Net cash provided by financing activities
212,610

 
945,669

Net Decrease in Cash and Restricted Cash
(33,465
)
 
(41,112
)
Cash and Restricted Cash at Beginning of Period
246,726

 
236,887

Cash and Restricted Cash at End of Period
$
213,261

 
$
195,775

Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
88,559

 
$
66,992

Income taxes
8,178

 
7,881

Supplemental schedule of certain noncash activities:
 
 
 
Transfer of student loans to loans held for sale
$

 
$
28,990

Transfer of available for sale securities to held to maturity securities
641,672

 

See Notes to Consolidated Financial Statements
 
 
 
 
Restricted cash is comprised of required reserve balances with the Federal Reserve Bank and cash collateral posted by the Corporation with counterparties to secure derivative financial instruments. These balances are included in "Interest-Bearing Deposits with Other Banks" on the consolidated balance sheets and totaled $122.9 million and $96.0 million at September 30, 2018 and 2017, respectively.

7



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

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the "Corporation") have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the U.S. Securities and Exchange Commission ("SEC").

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") Update 2014-09, "Revenue from Contracts with Customers." This standards update established 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 Corporation adopted this standard, and all subsequent Accounting Standards Updates ("ASU") that modified the standard, on January 1, 2018 under the modified retrospective approach with no material impact on its consolidated financial statements. The Corporation evaluated the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements and did not identify any significant changes in the timing of revenue recognition as a result of this amended guidance. The sources of revenue for the Corporation are interest income from loans and investments, net of interest expense on deposits and borrowings, and non-interest income. Non-interest income is earned from various banking and financial services that the Corporation offers through its subsidiary banks. Revenue is recognized as earned based on contractual terms, as transactions occur, or as services are provided. Following is further detail of the various types of revenue the Corporation earns and when it is recognized.

Interest income: Interest income is recognized on an accrual basis according to loan agreements, securities contracts or other such written contracts and is outside the scope of ASC Update 2014-09.

Investment management and trust services: Consists of trust commission income, brokerage income, money market income and insurance commission income. Trust commission income consists of advisory fees that are based on market values of clients' managed portfolios and transaction fees for fiduciary services performed, both of which are recognized as earned. Brokerage income includes advisory fees which are recognized as earned on a monthly basis and transaction fees that are recognized when transactions occur. Money market income is based on the balances held in trust accounts and is recognized monthly. Insurance commission income is earned and recognized when policies are originated. Currently, no investment management and trust service income is based on performance or investment results.

Service charges on deposit accounts: Consists of cash management, overdraft, non-sufficient fund fees and other service charges on deposit accounts. Revenue is primarily transactional and recognized when earned, at the time the transactions occur.

Other service charges and fees: Consists of branch fees, automated teller machine fees, debit card income and merchant services fees. These fees are primarily transactional, and revenue is recognized when transactions occur. Also included in other service charges and fees are letter of credit fees, foreign exchange income and commercial loan interest rate swap fees, which are outside the scope of ASC Update 2014-09.

Mortgage banking income: Consists of gains or losses on the sale of residential mortgage loans and mortgage loan servicing income. These revenues are outside the scope of ASC Update 2014-09.


8



Other Income: Includes credit card income, gains on sales of Small Business Association ("SBA") loans, cash surrender value of life insurance, and other miscellaneous income. These items are either outside the scope of ASC Update 2014-09 or are immaterial.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. This standard requires equity investments to be measured at fair value, with changes recorded in net income. This ASU also requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASC Update 2016-01 was effective for interim and annual reporting periods beginning after December 15, 2017. The Corporation adopted this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and the adoption of ASC Update 2016-01 did not have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASC Update 2016-18, "Statement of Cash Flows - Restricted Cash." This standards update provides guidance regarding the presentation of restricted cash in the statement of cash flows. The update requires companies to include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It also requires an entity to disclose the nature of the restrictions on cash and cash equivalents. ASC Update 2016-18 was effective for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASC Update 2016-18 did not have a material impact on its consolidated financial statements; however, in the second quarter of 2018 on the Consolidated Statements of Cash Flows, the Corporation corrected an error related to the adoption of this standards update to include restricted cash along with cash and cash equivalents in the reconciliation of beginning-of-period and end-of-period total amounts. The change had no impact on net income or retained earnings. In addition, the Corporation will revise the Consolidated Statements of Cash Flows for the three months ended March 31, 2018 when the amounts are next presented in the first quarter of 2019.

In February 2018, the FASB issued ASC Update 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." This ASU permits a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings of the stranded tax effects resulting from the application of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), which changed the federal corporate income tax rate from 35% to 21%. This ASU is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Corporation adopted this standards update effective January 1, 2018 and elected to reclassify $7.1 million of stranded tax effects from AOCI to retained earnings at the beginning of the period of adoption. The Corporation's policy for releasing income tax effects from accumulated other comprehensive income is to release them as investments are sold or mature and as pension and post-retirement liabilities are extinguished.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASC Update 2016-02, "Leases." ASC Update 2016-02 requires a lessee to recognize for all leases with an initial term greater than twelve months: (1) a “right-of-use” asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term; and (2) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB also issued amendments to ASC Update 2016-02 (ASC Updates 2018-10 and 2018-11), which allow for an alternative transition method that eliminates the requirement to restate the earliest prior period presented in an entity’s financial statements. Entities that elect this transition method still adopt ASC Update 2016-02 using the modified retrospective transition method, but they recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The Corporation expects to adopt ASC Update 2016-02 in the first quarter of 2019 using this alternative transition method. The Corporation expects to elect to apply the package of practical expedients permitted within the new standard, which, among other things, allows it to carryforward the historical lease classification, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset.

Based on preliminary evaluation, the right-of-use asset and corresponding lease obligation liability, which represents substantially all of the Corporation’s operating lease commitments, is expected to be less than 1% of the Corporation's total assets at adoption. The Corporation does not believe the new lease standard will materially affect its consolidated net income. This estimate is based primarily on the present value of the unpaid future minimum lease payments. The final amount recognized may be impacted by assumptions relating to lease renewals and extensions before the effective date, and the interest rate used to discount those future lease obligations.


9



ASC Update 2016-02 requires lessors to classify leases as a sales-type, direct financing or operating lease. Substantially all of the Corporation's leasing activities as lessor are under direct financing leases and it does not expect the new standard to have a material effect on its financial statements related to these leases and does not expect a significant change in its leasing activities between now and time of adoption.

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 held to maturity investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable under current U.S. GAAP. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This adjustment will also be recognized in regulatory capital. ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements and disclosures. While the Corporation is currently unable to reasonably estimate the impact of adopting ASU 2016-13, it expects that the impact of adoption could be significantly influenced by the composition, characteristics and quality of its loan portfolio as well as the prevailing economic conditions and forecasts as of the adoption date. The Corporation’s steering committee and working group, which are comprised of individuals from various functional areas, are assessing processes, portfolio segmentation, systems requirements and solutions and resources to implement this new accounting standard. Current activities also include data gathering and building loss models. In addition, the Corporation has engaged a third-party consultant to assist with these implementation efforts.

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

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

In August 2018, the FASB issued ASC Update 2018-13, "Fair Value Measurement - Disclosure Framework." This standards update changes the fair value measurement disclosure requirements of ASC 820 "Fair Value Measurement." Among other things, the ASU modifies the disclosure objective paragraphs of ASC 820 to eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open ended” disclosure requirements to promote the appropriate exercise of discretion by entities. ASC Update 2018-13 is effective for annual or interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. This standard will impact the Corporation's Fair Value Measurement disclosure but the Corporation does not expect the adoption of ASC Update 2018-13 to have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASC Update 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General." This standards update amends ASC 715-20 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASC Update 2018-14 is effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2021 quarterly report on Form 10-Q. This standard will impact the Corporation's disclosure relating to employee benefit plans, but the Corporation does not expect the adoption of ASC Update 2018-14 to have a material impact on its consolidated financial statements.


10



In August 2018, the FASB issued ASC Update 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software." This standards update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. ASC Update 2018-15 is effective for annual or interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2018-15 to have an impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2017 consolidated financial statements and notes have been reclassified to conform to the 2018 presentation. On the Consolidated Statements of Cash Flows, the net change in tax credit investments is presented as cash flows from investing activities. Prior to the quarter ended March 31, 2018, these cash flows were presented as cash flows from operating activities, included in the net increase (decrease) in other liabilities. The presentation of the cash flows for the nine months ended September 30, 2017 was changed to conform to this presentation, resulting in a $21.1 million decrease in net cash flows used in investing activities and a corresponding increase in net cash flows provided by operating activities. The change had no impact on net income or retained earnings. In addition, the Corporation will revise the Consolidated Statements of Cash Flows for each of the comparative 2017 periods in future filings.

NOTE 2 – Net Income Per Share

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

A reconciliation of weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:
 
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Weighted average shares outstanding (basic)
175,942

 
174,991

 
175,672

 
174,582

Impact of common stock equivalents
1,186

 
1,225

 
1,176

 
1,194

Weighted average shares outstanding (diluted)
177,128

 
176,216

 
176,848

 
175,776



11



NOTE 3 – Accumulated Other Comprehensive (Loss) Income

The following table presents changes in other comprehensive (loss) income:
 
Before-Tax Amount
 
Tax Effect
 
Net of Tax Amount
 
(in thousands)
Three months ended September 30, 2018
 
 
 
 
 
Unrealized loss on securities
$
(15,865
)
 
$
3,334

 
$
(12,531
)
Reclassification adjustment for securities gains included in net income (1)
(14
)
 
3

 
(11
)
Amortization of net unrealized losses on AFS securities transferred to HTM (2)
1,000

 
(209
)
 
791

Amortization of net unrecognized pension and postretirement items (3)
466

 
(97
)
 
369

Total Other Comprehensive Loss
$
(14,413
)
 
$
3,031

 
$
(11,382
)
Three months ended September 30, 2017
 
 
 
 
 
Unrealized gain on securities
$
5,109

 
$
(1,789
)
 
$
3,320

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

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

 
(183
)
 
340

Total Other Comprehensive Income
$
1,035

 
$
(363
)
 
$
672

 
 
 
 
 
 
Nine months ended September 30, 2018
 
 
 
 
 
Unrealized loss on securities
$
(59,250
)
 
$
12,444

 
$
(46,806
)
Reclassification adjustment for securities gains included in net income (1)
(37
)
 
7

 
(30
)
Amortization of net unrealized losses on AFS securities transferred to HTM (2)
1,000

 
(209
)
 
791

Non-credit related unrealized gains on other-than-temporarily impaired debt securities
294

 
(62
)
 
232

Amortization of net unrecognized pension and postretirement items (3)
1,580

 
(332
)
 
1,248

Total Other Comprehensive Loss
$
(56,413
)
 
$
11,848

 
$
(44,565
)
 
 
 
 
 
 
Nine months ended September 30, 2017
 
 
 
 
 
Unrealized gain on securities
$
27,482

 
$
(9,621
)
 
$
17,861

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

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

 
(551
)
 
1,024

Total Other Comprehensive Income
$
21,918

 
$
(7,672
)
 
$
14,246


(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 as a reduction to "Interest Income" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.
(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.

12



The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax: 
 
Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
 
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
 
Unrecognized Pension and Postretirement Plan Income (Costs)
 
Total
 
(in thousands)
Three months ended September 30, 2018
 
 
 
 
 
 
 
Balance at June 30, 2018
$
(56,690
)
 
$
690

 
$
(17,258
)
 
$
(73,258
)
Other comprehensive loss before reclassifications
(12,531
)
 

 

 
(12,531
)
Amounts reclassified from accumulated other comprehensive income (loss)
(11
)
 

 
369

 
358

Amortization of net unrealized losses on AFS securities transferred to HTM
791

 

 

 
791

Balance at September 30, 2018
$
(68,441
)
 
$
690

 
$
(16,889
)
 
$
(84,640
)
Three months ended September 30, 2017

 

 

 

Balance at June 30, 2017
$
(10,157
)
 
$
273

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



 

 
3,320

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

 
340

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

 
$
(14,651
)
 
$
(24,203
)
 
 
 
 
 
 
 
 
Nine months ended September 30, 2018
 
 
 
 
 
 
 
Balance at December 31, 2017
$
(18,509
)
 
$
458

 
$
(14,923
)
 
$
(32,974
)
Other comprehensive income before reclassifications
(46,806
)
 
232

 

 
(46,574
)
Amounts reclassified from accumulated other comprehensive income (loss)
(30
)
 

 
1,248

 
1,218

Amortization of net unrealized losses on AFS securities transferred to HTM
791

 

 

 
791

Reclassification of stranded tax effects
(3,887
)
 

 
(3,214
)
 
(7,101
)
Balance at September 30, 2018
$
(68,441
)
 
$
690

 
$
(16,889
)
 
$
(84,640
)
Nine months ended September 30, 2017
 
 
 
 
 
 
 
Balance at December 31, 2016
$
(23,047
)
 
$
273

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

 

 

 
17,861

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

 
1,024

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

 
$
(14,651
)
 
$
(24,203
)


13



NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
 
(in thousands)
September 30, 2018 Available for Sale
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
31,527

 
$
1

 
$
(437
)
 
$
31,091

State and municipal securities
269,582

 
1,281

 
(9,723
)
 
261,140

Corporate debt securities
93,482

 
950

 
(2,142
)
 
92,290

Collateralized mortgage obligations
820,150

 
100

 
(23,016
)
 
797,234

Residential mortgage-backed securities
497,614

 
1,873

 
(21,310
)
 
478,177

Commercial mortgage-backed securities
251,969

 

 
(6,218
)
 
245,751

Auction rate securities
107,410

 

 
(4,277
)
 
103,133

   Total
$
2,071,734

 
$
4,205

 
$
(67,123
)
 
$
2,008,816

 
 
 
 
 
 
 
 
September 30, 2018 Held to Maturity
 
 
 
 
 
 
 
State and municipal securities
$
156,267

 
$

 
$
(2,006
)
 
$
154,261

Residential mortgage-backed securities
470,330

 
2

 
(1,741
)
 
468,591

Total
$
626,597

 
$
2

 
$
(3,747
)
 
$
622,852

 
 
 
 
 
 
 
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
 
(in thousands)
December 31, 2017 Available for Sale
 
 
 
 
 
 
 
U.S. Government sponsored agency securities
$
5,962

 
$
2

 
$
(26
)
 
$
5,938

State and municipal securities
405,860

 
5,638

 
(2,549
)
 
408,949

Corporate debt securities
96,353

 
2,832

 
(1,876
)
 
97,309

Collateralized mortgage obligations
611,927

 
491

 
(9,795
)
 
602,623

Residential mortgage-backed securities
1,132,080

 
3,957

 
(15,241
)
 
1,120,796

Commercial mortgage-backed securities
215,351

 

 
(2,596
)
 
212,755

Auction rate securities
107,410

 

 
(8,742
)
 
98,668

   Total debt securities
2,574,943

 
12,920

 
(40,825
)
 
2,547,038

Equity securities
776

 
142

 

 
918

   Total
$
2,575,719

 
$
13,062

 
$
(40,825
)
 
$
2,547,956


On August 1, 2018, the Corporation transferred debt securities with an amortized cost of $665.5 million and an estimated fair value of $641.7 million from the available for sale classification to the held to maturity classification. These securities consisted of residential mortgage-backed securities ($505.5 million amortized cost and $485.3 million estimated fair value) and state and municipal securities ($160.0 million amortized cost and $156.4 million estimated fair value) and were transferred as the Corporation has the positive intent and ability to hold these securities to maturity. The transfer of debt securities into the held to maturity category from the available for sale category was recorded at fair value on the date of transfer. The net unrealized gains or losses at the transfer date are included in AOCI and are being amortized over the remaining lives of the securities. This amortization is expected to offset the amortization of the related premium or discount created by the investment securities transfer into the held to maturity classification, with no expected impact on future net income.

Securities carried at $1.6 billion at September 30, 2018 and $1.8 billion at December 31, 2017, were pledged as collateral to secure public and trust deposits and customer repurchase agreements.

14



The amortized cost and estimated fair values of debt securities as of September 30, 2018, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.
 
 
Available for Sale
 
Held to Maturity
 
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
(in thousands)
Due in one year or less
 
$
5,946

 
$
5,949

 
$

 
$

Due from one year to five years
 
52,613

 
52,541

 

 

Due from five years to ten years
 
105,838

 
104,579

 

 

Due after ten years
 
337,604

 
324,585

 
156,267

 
154,261

 
 
502,001

 
487,654

 
156,267

 
154,261

Residential mortgage-backed securities(1)
 
497,614

 
478,177

 
470,330

 
468,591

Commercial mortgage-backed securities(1)
 
251,969

 
245,751

 

 

Collateralized mortgage obligations(1)
 
820,150

 
797,234

 

 

  Total
 
$
2,071,734

 
$
2,008,816

 
$
626,597

 
$
622,852

(1) Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans.
The following table presents information related to the gross realized gains and losses on the sales of equity and debt securities:
 
Gross
Realized
Gains
 
Gross
Realized
Losses
 
Net Gains (Losses)
Three months ended September 30, 2018
(in thousands)
Equity securities
$

 
$

 
$

Debt securities
116

 
(102
)
 
14

Total
$
116

 
$
(102
)
 
$
14

Three months ended September 30, 2017
 
 
 
 
 
Equity securities
$
4,817

 
$

 
$
4,817

Debt securities
12

 
(232
)
 
(220
)
Total
$
4,829

 
$
(232
)
 
$
4,597

 
 
 
 
 
 
Nine months ended September 30, 2018
 
 
 
 
 
Equity securities
$
9

 
$

 
$
9

Debt securities
1,656

 
(1,628
)
 
28

Total
$
1,665

 
$
(1,628
)
 
$
37

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

 
$

 
$
7,167

Debt securities
218

 
(246
)
 
(28
)
Total
$
7,385

 
$
(246
)
 
$
7,139


The cumulative balance of credit-related other-than-temporary impairment charges, previously recognized as components of earnings, for debt securities held by the Corporation at September 30, 2018 and September 30, 2017 was $11.5 million. There were no other-than-temporary impairment charges recognized for the three and nine months ended September 30, 2018 and September 30, 2017.

15



The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2018 and December 31, 2017:
 
Less than 12 months
 
12 months or longer
 
Total
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
September 30, 2018 Available for Sale
(in thousands)
U.S. Government sponsored agency securities
$
30,992

 
$
(437
)
 
$

 
$

 
$
30,992

 
$
(437
)
State and municipal securities
112,366

 
(3,550
)
 
73,856

 
(6,173
)
 
186,222

 
(9,723
)
Corporate debt securities
56,159

 
(694
)
 
22,700

 
(1,448
)
 
78,859

 
(2,142
)
Collateralized mortgage obligations
620,047

 
(12,833
)
 
168,560

 
(10,183
)
 
788,607

 
(23,016
)
Residential mortgage-backed securities
105,850

 
(3,447
)
 
329,007

 
(17,863
)
 
434,857

 
(21,310
)
Commercial mortgage-backed securities
164,993

 
(3,591
)
 
77,302

 
(2,627
)
 
242,295

 
(6,218
)
Auction rate securities

 

 
103,133

 
(4,277
)
 
103,133

 
(4,277
)
Total
$
1,090,407

 
$
(24,552
)
 
$
774,558

 
$
(42,571
)
 
$
1,864,965

 
$
(67,123
)
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018 Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities
154,261

 
(2,006
)
 

 

 
154,261

 
(2,006
)
Residential mortgage-backed securities
454,544

 
(1,741
)
 

 

 
454,544

 
(1,741
)
Total
$
608,805

 
$
(3,747
)
 
$

 
$

 
$
608,805

 
$
(3,747
)
 
Less than 12 months
 
12 months or longer
 
Total
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
 
Estimated
Fair Value
 
Unrealized
Losses
December 31, 2017 Available for Sale
(in thousands)
U.S. Government sponsored agency securities
$
5,830

 
$
(26
)
 
$

 
$

 
$
5,830

 
$
(26
)
State and municipal securities
11,650

 
(50
)
 
118,297

 
(2,499
)
 
129,947

 
(2,549
)
Corporate debt securities
4,544

 
(48
)
 
32,163

 
(1,828
)
 
36,707

 
(1,876
)
Collateralized mortgage obligations
303,932

 
(2,408
)
 
187,690

 
(7,387
)
 
491,622

 
(9,795
)
Residential mortgage-backed securities
511,378

 
(4,348
)
 
500,375

 
(10,893
)
 
1,011,753

 
(15,241
)
Commercial mortgage-backed securities
190,985

 
(2,118
)
 
21,770

 
(478
)
 
212,755

 
(2,596
)
Auction rate securities

 

 
98,668

 
(8,742
)
 
98,668

 
(8,742
)
Total
$
1,028,319

 
$
(8,998
)
 
$
958,963

 
$
(31,827
)
 
$
1,987,282

 
$
(40,825
)

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. The change in fair value of these securities is attributable to changes in interest rates and not credit quality, and the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. Therefore, the Corporation does not consider these investments to be other-than-temporarily impaired as of September 30, 2018.

As of September 30, 2018, all of the auction rate securities (auction rate certificates, or "ARCs"), were rated above investment grade. Based on management’s evaluations, none of the ARCs were subject to any other-than-temporary impairment charges for the three and nine months ended September 30, 2018. 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.

16



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 values of corporate debt securities:
 
September 30, 2018
 
December 31, 2017
 
Amortized
cost
 
Estimated
fair value
 
Amortized
cost
 
Estimated
fair value
 
(in thousands)
Single-issuer trust preferred securities
$
20,860

 
$
19,596

 
$
31,335

 
$
30,703

Subordinated debt
56,641

 
55,774

 
49,013

 
49,533

Senior debt
12,025

 
12,089

 
12,031

 
12,392

Pooled trust preferred securities

 
875

 

 
707

Corporate debt securities issued by financial institutions
89,526

 
88,334

 
92,379

 
93,335

Other corporate debt securities
3,956

 
3,956

 
3,974

 
3,974

Available for sale corporate debt securities
$
93,482

 
$
92,290

 
$
96,353

 
$
97,309


Single-issuer trust preferred securities had an unrealized loss of $1.3 million at September 30, 2018. Two of the 11 single-issuer trust preferred securities, with an amortized cost of $2.0 million and an estimated fair value of $1.9 million at September 30, 2018, were rated below investment grade by at least one ratings agency. The single-issuer trust preferred securities were rated "Baa2" or "BB+". One single-issuer trust preferred security with an amortized cost of $2.8 million and an estimated fair value of $2.5 million at September 30, 2018 was not rated by any ratings agency.
Based on management’s evaluations, no corporate debt securities were subject to any other-than-temporary impairment charges for the three and nine months ended September 30, 2018. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

NOTE 5 – Loans and Allowance for Credit Losses

Loans, Net of Unearned Income

Loans, net of unearned income are summarized as follows:
 
September 30,
2018
 
December 31, 2017
 
(in thousands)
Real-estate - commercial mortgage
$
6,337,984

 
$
6,364,804

Commercial - industrial, financial and agricultural
4,288,823

 
4,300,297

Real-estate - residential mortgage
2,173,548

 
1,954,711

Real-estate - home equity
1,469,152

 
1,559,719

Real-estate - construction
979,857

 
1,006,935

Consumer
390,708

 
313,783

Leasing and other
312,207

 
291,556

Overdrafts
2,047

 
4,113

Loans, gross of unearned income
15,954,326

 
15,795,918

Unearned income
(29,233
)
 
(27,671
)
Loans, net of unearned income
$
15,925,093

 
$
15,768,247


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



17



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 letters of credit 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 individually evaluated for impairment (FASB ASC Section 310-10-35); and (2) allowances calculated for pools of loans collectively evaluated for impairment (FASB ASC Subtopic 450-20).

The following table presents the components of the allowance for credit losses:
 
September 30,
2018
 
December 31,
2017
 
(in thousands)
Allowance for loan losses
$
157,810

 
$
169,910

Reserve for unfunded lending commitments
10,016

 
6,174

Allowance for credit losses
$
167,826

 
$
176,084


The following table presents the activity in the allowance for credit losses:
 
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Balance at beginning of period
$
169,247

 
$
174,998

 
$
176,084

 
$
171,325

Loans charged off
(6,883
)
 
(7,795
)
 
(55,440
)
 
(25,917
)
Recoveries of loans previously charged off
3,842

 
2,471

 
8,475

 
12,766

Net loans charged off
(3,041
)
 
(5,324
)
 
(46,965
)
 
(13,151
)
Provision for credit losses
1,620

 
5,075

 
38,707

 
16,575

Balance at end of period
$
167,826

 
$
174,749

 
$
167,826

 
$
174,749


Included in the provision for credit losses for the nine months ended September 30, 2018 was a $36.8 million provision related to a single, large commercial lending relationship ("Commercial Relationship"). In addition, loans charged off for the same period included a $33.9 million charge-off related to the Commercial Relationship.

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














18



The following table presents the activity in the allowance for loan losses by portfolio segment:
 
Real Estate -
Commercial
Mortgage
 
Commercial -
Industrial,
Financial and
Agricultural
 
Real Estate -
Home
Equity
 
Real Estate -
Residential
Mortgage
 
Real Estate -
Construction
 
Consumer
 
Leasing, other
and
overdrafts
 
Unallocated
 
Total
 
(in thousands)
Three months ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2018
$
56,583

 
$
59,045

 
$
16,247

 
$
14,504

 
$
5,988

 
$
1,699

 
$
1,984

 
$

 
$
156,050

Loans charged off
(650
)
 
(3,541
)
 
(743
)
 
(483
)
 
(212
)
 
(672
)
 
(582
)
 

 
(6,883
)
Recoveries of loans previously charged off
928

 
731

 
217

 
317

 
664

 
390

 
595

 

 
3,842

Net loans charged off
278

 
(2,810
)
 
(526
)
 
(166
)
 
452

 
(282
)
 
13

 

 
(3,041
)
Provision for loan losses (1)
(2,750
)
 
(301
)
 
2,890

 
3,774

 
(961
)
 
1,429

 
720

 

 
4,801

Balance at September 30, 2018
$
54,111

 
$
55,934

 
$
18,611

 
$
18,112

 
$
5,479

 
$
2,846

 
$
2,717

 
$

 
$
157,810

Three months ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2017
$
57,372

 
$
67,642

 
$
17,456

 
$
16,439

 
$
9,534

 
$
1,794

 
$
2,105

 
$

 
$
172,342

Loans charged off
(483
)
 
(2,714
)
 
(547
)