Edgar Filing: FULTON FINANCIAL CORP

Large accelerated filer

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.

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 March 31, 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.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $2.50 Par Value –175,754,000 shares outstanding as of April 27, 2018.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2018

INDEX



Description		Page



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

(a)	Consolidated Balance Sheets - March 31, 2018 and December 31, 2017	3

(b)	Consolidated Statements of Income - Three months ended March 31, 2018 and 2017	4

(c)	Consolidated Statements of Comprehensive Income - Three months ended March 31, 2018 and 2017	5

(d)	Consolidated Statements of Shareholders’ Equity - Three months ended March 31, 2018 and 2017	6

(e)	Consolidated Statements of Cash Flows - Three months ended March 31, 2018 and 2017	7

(f)	Notes to Consolidated Financial Statements	8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		39

Item 3. Quantitative and Qualitative Disclosures about Market Risk		61

Item 4. Controls and Procedures		63

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		64

Item 1A. Risk Factors		64

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		64

Item 3. Defaults Upon Senior Securities - (not applicable)

Item 4. Mine Safety Disclosures - (not applicable)

Item 5. Other Information - (none to be reported)

Item 6. Exhibits		64

Signatures		65

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(in thousands, except per-share data)



	March 31, 2018			December 31, 2017
	(unaudited)
ASSETS
Cash and due from banks	$	100,151		$	108,291
Interest-bearing deposits with other banks	210,906			293,805
Federal Reserve Bank and Federal Home Loan Bank stock	56,900			60,761
Loans held for sale	23,450			31,530
Available for sale investment securities	2,592,823			2,547,956
Loans, net of unearned income	15,696,284			15,768,247
Less: Allowance for loan losses	(163,217		)	(169,910		)
Net Loans	15,533,067			15,598,337
Premises and equipment	230,313			222,802
Accrued interest receivable	53,060			52,910
Goodwill and intangible assets	531,556			531,556
Other assets	616,715			588,957
Total Assets	$	19,948,941		$	20,036,905
LIABILITIES
Deposits:
Noninterest-bearing	$	4,291,821		$	4,437,294
Interest-bearing	11,185,282			11,360,238
Total Deposits	15,477,103			15,797,532
Short-term borrowings:
Federal funds purchased	395,000			220,000
Other short-term borrowings	542,852			397,524
Total Short-Term Borrowings	937,852			617,524
Accrued interest payable	9,681			9,317
Other liabilities	350,313			344,329
Federal Home Loan Bank advances and other long-term debt	938,499			1,038,346
Total Liabilities	17,713,448			17,807,048
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value, 600 million shares authorized, 221.1 million shares issued in 2018 and 220.9 million shares issued in 2017	552,682			552,232
Additional paid-in capital	1,481,545			1,478,389
Retained earnings	857,153			821,619
Accumulated other comprehensive loss	(67,172		)	(32,974		)
Treasury stock, at cost, 45.7 million shares in 2018 and 2017	(588,715		)	(589,409		)
Total Shareholders’ Equity	2,235,493			2,229,857
Total Liabilities and Shareholders’ Equity	$	19,948,941		$	20,036,905

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



(in thousands, except per-share data)	Three months ended March 31
	2018		2017
INTEREST INCOME
Loans, including fees	$	160,136	$	142,566
Investment securities:
Taxable	13,193		11,914
Tax-exempt	2,965		2,849
Dividends	5		129
Loans held for sale	216		187
Other interest income	1,172		842
Total Interest Income	177,687		158,487
INTEREST EXPENSE
Deposits	16,450		11,801
Short-term borrowings	2,041		855
Federal Home Loan Bank advances and other long-term debt	7,878		8,252
Total Interest Expense	26,369		20,908
Net Interest Income	151,318		137,579
Provision for credit losses	3,970		4,800
Net Interest Income After Provision for Credit Losses	147,348		132,779
NON-INTEREST INCOME
Investment management and trust services	12,871		11,808
Service charges on deposit accounts	11,962		12,400
Other service charges and fees	11,419		12,437
Mortgage banking income	4,193		4,596
Other	5,411		4,326
Non-interest income before investment securities gains	45,856		45,567
Investment securities gains, net	19		1,106
Total Non-Interest Income	45,875		46,673
NON-INTEREST EXPENSE
Salaries and employee benefits	75,768		69,236
Net occupancy expense	13,632		12,663
Data processing and software	10,473		8,979
Other outside services	8,124		5,546
Professional fees	4,816		2,737
Equipment expense	3,534		3,359
FDIC insurance expense	2,953		2,058
State Taxes	2,302		2,087
Marketing	2,250		1,986
Amortization of tax credit investments	1,637		998
Other	11,172		12,626
Total Non-Interest Expense	136,661		122,275
Income Before Income Taxes	56,562		57,177
Income taxes	7,082		13,797
Net Income	$	49,480	$	43,380

PER SHARE:
Net Income (Basic)	$	0.28	$	0.25
Net Income (Diluted)	0.28		0.25
Cash Dividends	0.12		0.11
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)



	Three months ended March 31
	2018			2017

Net Income	$	49,480		$	43,380
Other Comprehensive (Loss) Income, net of tax:
Unrealized (loss) gain on securities	(27,644		)	4,273
Reclassification adjustment for securities gains included in net income	(16		)	(719		)
Non-credit related unrealized gain on other-than-temporarily impaired debt securities	224			—
Amortization of net unrecognized pension and postretirement items	339			343
Other Comprehensive (Loss) Income	(27,097		)	3,897
Total Comprehensive Income	$	22,383		$	47,277

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2018 AND 2017

(in thousands, except per-share data)



	Common Stock					Retained Earnings						Treasury Stock			Total
	Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total

Balance at December 31, 2017	175,170	$	552,232	$	1,478,389	$	821,619		$	(32,974	)	$	(589,409	)	$	2,229,857
Net income						49,480									49,480
Other comprehensive loss									(27,097		)				(27,097		)
Stock issued	234	450		1,646								694			2,790
Stock-based compensation awards				1,510											1,510
Reclassification of stranded tax effects ⁽¹⁾						7,101			(7,101		)				—
Common stock cash dividends - $0.12 per share						(21,047		)							(21,047		)
Balance at March 31, 2018	175,404	$	552,682	$	1,481,545	$	857,153		$	(67,172	)	$	(588,715	)	$	2,235,493

Balance at December 31, 2016	174,040	$	549,707	$	1,467,602	$	732,099		$	(38,449	)	$	(589,844	)	$	2,121,115
Net income						43,380									43,380
Other comprehensive income									3,897						3,897
Stock issued	303	585		3,265								881			4,731
Stock-based compensation awards				734											734
Common stock cash dividends - $0.11 per share						(19,174		)							(19,174		)
Balance at March 31, 2017	174,343	$	550,292	$	1,471,601	$	756,305		$	(34,552	)	$	(588,963	)	$	2,154,683

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)



	Three months ended March 31
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	49,480		$	43,380
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	3,970			4,800
Depreciation and amortization of premises and equipment	7,329			7,032
Amortization of tax credit investments	8,364			9,128
Net amortization of investment securities premiums	2,517			2,416
Investment securities gains, net	(19		)	(1,106		)
Gain on sales of mortgage loans held for sale	(2,645		)	(3,074		)
Proceeds from sales of mortgage loans held for sale	170,693			115,417
Originations of mortgage loans held for sale	(159,968		)	(108,429		)
Amortization of issuance costs on long-term debt	194			168
Stock-based compensation	1,510			734
Increase in accrued interest receivable	(150		)	(61		)
Increase in other assets	(6,923		)	(4,514		)
Increase in accrued interest payable	364			2,874
(Decrease) increase in other liabilities	(2,890		)	1,039
Total adjustments	22,346			26,424
Net cash provided by operating activities	71,826			69,804
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale	1,444			8,735
Proceeds from principal repayments and maturities of securities available for sale	78,150			98,024
Purchase of securities available for sale	(161,944		)	(49,430		)
Decrease (increase) in short-term investments	86,760			(59,135		)
Net decrease (increase) in loans	67,928			(267,383		)
Net purchases of premises and equipment	(14,840		)	(5,397		)
Net change in tax credit investments	(20,783		)	(5,283		)
Net cash provided by (used in) investing activities	36,715			(279,869		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in demand and savings deposits	(278,626		)	112,348
Net decrease in time deposits	(41,803		)	(34,868		)
Increase (decrease) in short-term borrowings	320,328			(88,000		)
Additions to long-term debt	—			223,375
Repayments of long-term debt	(100,041		)	(15,037		)
Net proceeds from issuance of common stock	2,790			4,731
Dividends paid	(19,329		)	(17,403		)
Net cash (used in) provided by financing activities	(116,681		)	185,146
Net Decrease in Cash and Due From Banks	(8,140		)	(24,919		)
Cash and Due From Banks at Beginning of Period	108,291			118,763
Cash and Due From Banks at End of Period	$	100,151		$	93,844
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	26,005		$	18,034
Income taxes	154			116
See Notes to Consolidated Financial Statements

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 months ended March 31, 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 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 it 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.

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 August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 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 2016-15 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 Corporation adopted this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and the adoption of ASC Update 2016-18 did not have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASC Update 2017-07, "Improving the Presentation of Net Periodic Pension Costs and Net Periodic Benefit Cost." This standards update requires a company to present service cost separately from the other components of net benefit cost. In addition, the update provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. ASC Update 2017-07 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 2017-07 did not have a material impact on its consolidated financial statements.

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 corporate 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 pension and post-retirement liabilities are extinguished.

Recently Issued Accounting Standards

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. The FASB has also issued amendments to this standard (ASC Updates 2017-13, 2018-01). ASC Update 2016-02 is effective for interim and annual 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. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements. The Corporation currently operates a number of branches that are leased, with the leases accounted for as operating leases that are not recognized on the consolidated balance sheet. Under ASC Update 2016-02, right-of-use assets and lease liabilities will need to be recognized on the consolidated balance sheet for these branches, which will

also have an impact on regulatory capital ratios. The recognition of operating leases on the Corporation's consolidated balance sheet is expected to be the most significant impact of the adoption of this standards update.

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and 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. 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. As part of the evaluation process, the Corporation has established a steering committee and working group that includes individuals from various functional areas to assess processes, portfolio segmentation, systems requirements and needed resources to implement this new accounting standard.

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

In March 2017, the FASB issued ASC Update 2017-08, "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.

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 quarter ended March 31, 2017 were changed to conform to this presentation, resulting in a $5.3 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 March 31
	2018	2017
	(in thousands)
Weighted average shares outstanding (basic)	175,303	174,150
Impact of common stock equivalents	1,265	1,427
Weighted average shares outstanding (diluted)	176,568	175,577

NOTE 3 – Accumulated Other Comprehensive Income

The following table presents changes in other comprehensive income (loss):



	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
Three months ended March 31, 2018
Unrealized loss on securities	$	(34,991	)	$	7,347		$	(27,644	)
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(19		)	3			(16		)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	285			(61		)	224
Amortization of net unrecognized pension and postretirement items ⁽²⁾	430			(91		)	339
Total Other Comprehensive Loss	$	(34,295	)	$	7,198		$	(27,097	)
Three months ended March 31, 2017
Unrealized gain on securities	$	6,575		$	(2,302	)	$	4,273
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(1,106		)	387			(719		)
Amortization of net unrecognized pension and postretirement items ⁽²⁾	528			(185		)	343
Total Other Comprehensive Income	$	5,997		$	(2,100	)	$	3,897


(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 "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.

The following table presents changes in each component of accumulated other comprehensive income (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 March 31, 2018
Balance at December 31, 2017	$	(18,509	)	$	458	$	(14,923	)	$	(32,974	)
Other comprehensive loss before reclassifications	(27,644		)	224		—			(27,420		)
Amounts reclassified from accumulated other comprehensive income (loss)	(16		)	—		339			323
Reclassification of stranded tax effects	(3,887		)	—		(3,214		)	(7,101		)
Balance at March 31, 2018	$	(50,056	)	$	682	$	(17,798	)	$	(67,172	)
Three months ended March 31, 2017
Balance at December 31, 2016	$	(23,047	)	$	273	$	(15,675	)	$	(38,449	)
Other comprehensive income before reclassifications	4,273			—		—			4,273
Amounts reclassified from accumulated other comprehensive income (loss)	(719		)	—		343			(376		)
Balance at March 31, 2017	$	(19,493	)	$	273	$	(15,332	)	$	(34,552	)

NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities, which were all classified as available for sale:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
March 31, 2018
U.S. Government sponsored agency securities	$	21,105	$	40	$	(183	)	$	20,962
State and municipal securities	413,632		2,247		(9,780		)	406,099
Corporate debt securities	101,367		2,482		(1,894		)	101,955
Collateralized mortgage obligations	695,840		236		(16,376		)	679,700
Residential mortgage-backed securities	1,084,582		3,006		(33,422		)	1,054,166
Commercial mortgage-backed securities	231,378		15		(4,501		)	226,892
Auction rate securities	107,410		—		(4,361		)	103,049
Total	$	2,655,314	$	8,026	$	(70,517	)	$	2,592,823



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
December 31, 2017
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

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

The amortized cost and estimated fair values of debt securities as of March 31, 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.



		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	14,055	$	14,063
Due from one year to five years		36,871		36,986
Due from five years to ten years		119,069		119,529
Due after ten years		473,519		461,487
		643,514		632,065
Residential mortgage-backed securities⁽¹⁾		1,084,582		1,054,166
Commercial mortgage-backed securities⁽¹⁾		231,378		226,892
Collateralized mortgage obligations⁽¹⁾		695,840		679,700
Total		$	2,655,314	$	2,592,823
(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 on the sales of equity and debt securities:



	Gross Realized Gains
Three months ended March 31, 2018	(in thousands)
Equity securities	$	9
Debt securities	10
Total	$	19
Three months ended March 31, 2017
Equity securities	$	1,045
Debt securities	61
Total	$	1,106

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 March 31, 2018 and March 31, 2017 was $11.5 million. There were no other-than-temporary impairment charges recognized for the three months ended March 31, 2018 and March 31, 2017.

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 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
March 31, 2018	(in thousands)
U.S. Government sponsored agency securities	$	12,499	$	(183	)	$	—	$	—		$	12,499	$	(183	)
State and municipal securities	163,345		(3,132		)	114,024		(6,648		)	277,369		(9,780		)
Corporate debt securities	9,466		(130		)	28,219		(1,764		)	37,685		(1,894		)
Collateralized mortgage obligations	456,200		(7,184		)	176,076		(9,192		)	632,276		(16,376		)
Residential mortgage-backed securities	527,502		(13,611		)	471,703		(19,811		)	999,205		(33,422		)
Commercial mortgage-backed securities	196,887		(3,884		)	21,539		(617		)	218,426		(4,501		)
Auction rate securities	—		—			103,049		(4,361		)	103,049		(4,361		)
Total	$	1,365,899	$	(28,124	)	$	914,610	$	(42,393	)	$	2,280,509	$	(70,517	)



	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	(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 March 31, 2018.

As of March 31, 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 months ended March 31, 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.

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:



	March 31, 2018				December 31, 2017
	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
	(in thousands)
Single-issuer trust preferred securities	$	31,352	$	30,513	$	31,335	$	30,703
Subordinated debt	54,011		54,357		49,013		49,533
Senior debt	12,029		12,245		12,031		12,392
Pooled trust preferred securities	—		865		—		707
Corporate debt securities issued by financial institutions	97,392		97,980		92,379		93,335
Other corporate debt securities	3,975		3,975		3,974		3,974
Available for sale corporate debt securities	$	101,367	$	101,955	$	96,353	$	97,309

Single-issuer trust preferred securities had an unrealized loss of $839,000 at March 31, 2018. Four of the 17 single-issuer trust preferred securities, with an amortized cost of $4.9 million and an estimated fair value of $4.7 million at March 31, 2018, were rated below investment grade by at least one ratings agency. All of the single-issuer trust preferred securities rated below investment grade were rated either "BB" or "Ba". Two single-issuer trust preferred securities with an amortized cost of $3.8 million and an estimated fair value of $3.1 million at March 31, 2018 were not rated by any ratings agency.

Based on management’s evaluations, no corporate debt securities were subject to any other-than-temporary impairment charges for the three months ended March 31, 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:



	March 31, 2018			December 31, 2017
	(in thousands)
Real-estate - commercial mortgage	$	6,332,508		$	6,364,804
Commercial - industrial, financial and agricultural	4,299,072			4,300,297
Real-estate - residential mortgage	1,976,524			1,954,711
Real-estate - home equity	1,514,241			1,559,719
Real-estate - construction	976,131			1,006,935
Consumer	326,766			313,783
Leasing and other	297,465			291,556
Overdrafts	2,031			4,113
Loans, gross of unearned income	15,724,738			15,795,918
Unearned income	(28,454		)	(27,671		)
Loans, net of unearned income	$	15,696,284		$	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.

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 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:



	March 31, 2018		December 31, 2017
	(in thousands)
Allowance for loan losses	$	163,217	$	169,910
Reserve for unfunded lending commitments	12,802		6,174
Allowance for credit losses	$	176,019	$	176,084

The following table presents the activity in the allowance for credit losses:



	Three months ended March 31
	2018			2017
	(in thousands)
Balance at beginning of period	$	176,084		$	171,325
Loans charged off	(6,397		)	(9,407		)
Recoveries of loans previously charged off	2,362			5,929
Net loans charged off	(4,035		)	(3,478		)
Provision for credit losses	3,970			4,800
Balance at end of period	$	176,019		$	172,647

The Corporation has historically maintained an unallocated allowance for credit losses for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure. In 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.

The following table presents the activity in the allowance for loan losses by portfolio segment:



	Real Estate - Commercial Mortgage			Commercial - Industrial, Financial and Agricultural			Real Estate - Home Equity			Real Estate - Residential Mortgage			Real Estate - Construction			Consumer			Leasing, other and overdrafts			Unallocated		Total
	(in thousands)
Three months ended March 31, 2018
Balance at December 31, 2017	$	58,793		$	66,280		$	18,127		$	16,088		$	6,620		$	2,045		$	1,957		$	—	$	169,910
Loans charged off	(267		)	(4,005		)	(408		)	(162		)	(158		)	(892		)	(505		)	—		(6,397		)
Recoveries of loans previously charged off	279			1,075			206			107			306			179			210			—		2,362
Net loans charged off	12			(2,930		)	(202		)	(55		)	148			(713		)	(295		)	—		(4,035		)
Provision for loan losses ⁽¹⁾	(88		)	(1,520		)	(397		)	(772		)	(844		)	571			392			—		(2,658		)
Balance at March 31, 2018	$	58,717		$	61,830		$	17,528		$	15,261		$	5,924		$	1,903		$	2,054		$	—	$	163,217
Three months ended March 31, 2017
Balance at December 31, 2016	$	46,842		$	54,353		$	26,801		$	22,929		$	6,455		$	3,574		$	3,192		$	4,533	$	168,679
Loans charged off	(1,224		)	(5,527		)	(698		)	(216		)	(247		)	(856		)	(639		)	—		(9,407		)
Recoveries of loans previously charged off	450			4,191			137			230			548			236			137			—		5,929
Net loans charged off	(774		)	(1,336		)	(561		)	14			301			(620		)	(502		)	—		(3,478		)
Provision for loan losses ⁽¹⁾	1,305			2,292			(2,419		)	(925		)	745			77			578			3,222		4,875
Balance at March 31, 2017	$	47,373		$	55,309		$	23,821		$	22,018		$	7,501		$	3,031		$	3,268		$	7,755	$	170,076


(1)	The provision for loan losses excluded an increase of $6.6 million and a decrease of $75,000 in the reserve for unfunded lending commitments for the three months ended March 31, 2018 and March 31, 2017, respectively. These amounts were reclassified to Other Liabilities.

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		Total
	(in thousands)
Allowance for loan losses at March 31, 2018:
Loans collectively evaluated for impairment	$	50,392	$	51,314	$	6,440	$	5,610	$	5,245	$	1,887	$	2,054	N/A		$	122,942
Loans individually evaluated for impairment	8,325		10,516		11,088		9,651		679		16		—		N/A		40,275
	$	58,717	$	61,830	$	17,528	$	15,261	$	5,924	$	1,903	$	2,054	N/A		$	163,217

Loans, net of unearned income at March 31, 2018
Loans collectively evaluated for impairment	$	6,279,144	$	4,234,362	$	1,489,429	$	1,935,587	$	965,398	$	326,742	$	271,042	N/A		$	15,501,704
Loans individually evaluated for impairment	53,364		64,710		24,812		40,937		10,733		24		—		N/A		194,580
	$	6,332,508	$	4,299,072	$	1,514,241	$	1,976,524	$	976,131	$	326,766	$	271,042	N/A		$	15,696,284

Allowance for loan losses at March 31, 2017:
Loans collectively evaluated for impairment	$	37,457	$	43,155	$	14,744	$	10,581	$	4,915	$	3,007	$	3,268	$	7,755	$	124,882
Loans individually evaluated for impairment	9,916		12,154		9,077		11,437		2,586		24		—		N/A		45,194
	$	47,373	$	55,309	$	23,821	$	22,018	$	7,501	$	3,031	$	3,268	$	7,755	$	170,076

Loans, net of unearned income at March 31, 2017:
Loans collectively evaluated for impairment	$	6,067,492	$	4,119,550	$	1,576,949	$	1,620,302	$	869,225	$	288,789	$	243,983	N/A		$	14,786,290
Loans individually evaluated for impairment	51,041		48,259		18,952		44,840		13,758		37		—		N/A		176,887
	$	6,118,533	$	4,167,809	$	1,595,901	$	1,665,142	$	882,983	$	288,826	$	243,983	N/A		$	14,963,177

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.

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of March 31, 2018 and December 31, 2017, 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 estate.

As of March 31, 2018 and 2017, approximately 72% and 67%, 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 of the collateral using appraisals that had been updated in the preceding 12 months, performed by state certified third-party appraisers.

When updated appraisals are not obtained for loans evaluated for impairment 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 deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans (generally less than 70%).

The following table presents total impaired loans by class segment:



	March 31, 2018						December 31, 2017
	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	$	29,862	$	27,819	$	—	$	26,728	$	22,886	$	—
Commercial	46,673		40,525		—		44,936		39,550		—
Real estate - residential mortgage	4,547		4,547		—		4,575		4,575		—
Construction	12,343		7,842		—		12,477		8,100		—
	93,425		80,733				88,716		75,111
With a related allowance recorded:
Real estate - commercial mortgage	32,863		25,545		8,325		33,710		25,895		8,112
Commercial	29,723		24,185		10,516		29,816		24,175		11,406
Real estate - home equity	28,387		24,812		11,088		28,282		24,693		11,124
Real estate - residential mortgage	41,889		36,390		9,651		42,597		37,132		9,895
Construction	6,186		2,891		679		7,308		4,097		967
Consumer	25		24		16		26		26		17
	139,073		113,847		40,275		141,739		116,018		41,521
Total	$	232,498	$	194,580	$	40,275	$	230,455	$	191,129	$	41,521

As of March 31, 2018 and December 31, 2017, there were $80.7 million and $75.1 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 the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

The following table presents average impaired loans by class segment:



	Three months ended March 31
	2018				2017
	Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	25,353	$	83	$	23,842	$	70
Commercial	40,038		73		25,574		36
Real estate - residential mortgage	4,561		27		4,673		26
Construction	7,971		—		5,046		2
	77,923		183		59,135		134
With a related allowance recorded:
Real estate - commercial mortgage	25,720		84		29,126		85
Commercial	24,181		44		23,044		32
Real estate - home equity	24,752		184		19,079		95
Real estate - residential mortgage	36,761		221		40,839		230
Construction	3,495		—		7,100		3
Consumer	25		—