Fulton Financial - 10-Q quarterly report FY2019 Q2

Fulton Financial - 10-Q quarterly report FY2019 Q2

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false--12-31Q220190000700564P5Y390000024000002.52.56000000006000000002218000002223000000P3Y5160000055400000(1) The Corporation adopted the Accounting Standards Codification ("ASC") Update 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" in the first quarter of 2018 which permitted a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings of the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, which changed the federal corporate income tax rate from 35% to 21%. As a result, $7.1 million of stranded tax effects were reclassified from AOCI to retained earnings during the first quarter of 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2019, 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)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2.50	FULT	Nasdaq

Indicate by check mark 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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 –166,270,000 shares outstanding as of July 31, 2019.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

INDEX



Description		Page



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

(a)	Consolidated Balance Sheets - June 30, 2019 and December 31, 2018	3

(b)	Consolidated Statements of Income - Three and six months ended June 30, 2019 and 2018	4

(c)	Consolidated Statements of Comprehensive Income - Three and six months ended June 30, 2019 and 2018	5

(d)	Consolidated Statements of Shareholders’ Equity - Three and six months ended June 30, 2019 and 2018	6

(e)	Consolidated Statements of Cash Flows - Six months ended June 30, 2019 and 2018	7

(f)	Notes to Consolidated Financial Statements	8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		40

Item 3. Quantitative and Qualitative Disclosures about Market Risk		67

Item 4. Controls and Procedures		69

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		70

Item 1A. Risk Factors		70

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		70

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		71

Signatures		72

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(in thousands, except per-share data)



	June 30, 2019			December 31, 2018
	(unaudited)
ASSETS
Cash and due from banks	$	107,091		$	103,436
Interest-bearing deposits with other banks	391,720			342,251
Cash and cash equivalents	498,811			445,687
Federal Reserve Bank and Federal Home Loan Bank stock	97,248			79,283
Loans held for sale	45,754			27,099
Investment securities:
Available for sale, at estimated fair value	2,285,794			2,080,294
Held to maturity, at amortized cost	567,564			606,679
Loans and leases, net of unearned income	16,368,458			16,165,800
Less: Allowance for loan and lease losses	(170,233		)	(160,537		)
Net Loans and leases	16,198,225			16,005,263
Premises and equipment	243,300			234,529
Accrued interest receivable	62,984			58,879
Goodwill and intangible assets	535,249			531,556
Other assets	773,741			612,883
Total Assets	$	21,308,670		$	20,682,152
LIABILITIES
Deposits:
Noninterest-bearing	$	4,226,404		$	4,310,105
Interest-bearing	12,162,491			12,066,054
Total Deposits	16,388,895			16,376,159
Short-Term Borrowings	1,188,390			754,777
Accrued interest payable	9,218			10,529
Other liabilities	425,953			300,835
Federal Home Loan Bank advances and long-term debt	987,416			992,279
Total Liabilities	18,999,872			18,434,579
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value, 600 million shares authorized, 222.3 million shares issued in 2019 and 221.8 million issued in 2018	555,690			554,377
Additional paid-in capital	1,493,628			1,489,703
Retained earnings	1,018,736			946,032
Accumulated other comprehensive loss	(12,157		)	(59,063		)
Treasury stock, at cost, 55.4 million shares in 2019 and 51.6 million shares in 2018	(747,099		)	(683,476		)
Total Shareholders’ Equity	2,308,798			2,247,573
Total Liabilities and Shareholders’ Equity	$	21,308,670		$	20,682,152

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



(in thousands, except per-share data)	Three months ended June 30				Six months ended June 30
	2019		2018		2019		2018
INTEREST INCOME
Loans and leases, including fees	$	188,310	$	167,825	$	372,054	$	327,961
Investment securities:
Taxable	15,935		13,885		31,370		27,083
Tax-exempt	3,271		2,933		6,550		5,898
Loans held for sale	350		284		590		500
Other interest income	2,168		1,243		4,170		2,415
Total Interest Income	210,034		186,170		414,734		363,857
INTEREST EXPENSE
Deposits	32,548		19,284		62,237		35,734
Short-term borrowings	4,462		3,036		8,044		5,077
Federal Home Loan Bank advances and long-term debt	8,480		7,783		16,594		15,661
Total Interest Expense	45,490		30,103		86,875		56,472
Net Interest Income	164,544		156,067		327,859		307,385
Provision for credit losses	5,025		33,117		10,125		37,087
Net Interest Income After Provision for Credit Losses	159,519		122,950		317,734		270,298
NON-INTEREST INCOME
Wealth management income	14,153		12,803		27,392		25,674
Commercial banking income	18,442		16,431		33,205		30,388
Consumer banking income	12,367		11,931		23,744		23,340
Mortgage banking income	6,593		5,163		11,365		9,356
Other income	2,584		2,762		5,119		6,188
Non-Interest Income Before Investment Securities Gains	54,139		49,090		100,825		94,946
Investment securities gains, net	176		4		241		23
Total Non-Interest Income	54,315		49,094		101,066		94,969
NON-INTEREST EXPENSE
Salaries and employee benefits	78,991		74,919		156,748		150,687
Net occupancy expense	14,469		12,760		27,378		26,392
Data processing and software	11,268		10,453		21,621		20,926
Other outside services	11,259		7,568		19,611		15,692
Equipment expense	3,299		3,434		6,641		6,968
Professional fees	2,970		2,372		6,930		7,188
Marketing	2,863		2,335		5,023		4,585
FDIC insurance expense	2,755		2,663		5,364		5,616
State Taxes	2,480		2,454		4,482		4,756
Amortization of tax credit investments	1,492		1,637		2,983		3,274
Intangible amortization	107		—		214		—
Other	12,215		12,750		24,997		23,922
Total Non-Interest Expense	144,168		133,345		281,992		270,006
Income Before Income Taxes	69,666		38,699		136,808		95,261
Income taxes	9,887		3,502		20,366		10,584
Net Income	$	59,779	$	35,197	$	116,442	$	84,677
PER SHARE:
Net Income (Basic)	$	0.36	$	0.20	$	0.69	$	0.48
Net Income (Diluted)	0.35		0.20		0.68		0.48
Cash Dividends	0.13		0.12		0.26		0.24
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018

Net Income	$	59,779		$	35,197		$	116,442		$	84,677
Other Comprehensive Income (Loss), net of tax:
Unrealized gain (loss) on securities	24,917			(6,631		)	45,215			(34,275		)
Reclassification adjustment for securities gains included in net income	(137		)	(3		)	(188		)	(19		)
Amortization of net unrealized losses on available for sale securities transferred to held to maturity	1,021			—			1,995			—
Non-credit related unrealized (loss) gain on other-than-temporarily impaired debt securities	(600		)	8			(682		)	232
Amortization of net unrecognized pension and postretirement income	275			540			566			879
Other Comprehensive Income (Loss)	25,476			(6,086		)	46,906			(33,183		)
Total Comprehensive Income	$	85,255		$	29,111		$	163,348		$	51,494

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(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
Three months ended June 30, 2019
Balance at March 31, 2019	169,923		$	554,485	$	1,491,870		$	980,708		$	(37,633	)	$	(688,411	)	$	2,301,019
Net income								59,779									59,779
Other comprehensive income											25,476						25,476
Stock issued	429		1,205		(30		)							(1,179		)	(4		)
Stock-based compensation awards					1,788												1,788
Acquisition of treasury stock	(3,449	)												(57,509		)	(57,509		)
Common stock cash dividends - $0.13 per share								(21,751		)							(21,751		)
Balance at June 30, 2019	166,903		$	555,690	$	1,493,628		$	1,018,736		$	(12,157	)	$	(747,099	)	$	2,308,798

Three months ended June 30, 2018
Balance at March 31, 2018	175,404		$	552,682	$	1,481,545		$	857,153		$	(67,172	)	$	(588,715	)	$	2,235,493
Net income								35,197									35,197
Other comprehensive loss											(6,086		)				(6,086		)
Stock issued	427		1,236		6									(1,577		)	(335		)
Stock-based compensation awards	16		40		2,634												2,674
Common stock cash dividends - $0.12 per share								(21,158		)							(21,158		)
Balance at June 30, 2018	175,847		$	553,958	$	1,484,185		$	871,192		$	(73,258	)	$	(590,292	)	$	2,245,785

Six months ended June 30, 2019
Balance at December 31, 2018	170,184		$	554,377	$	1,489,703		$	946,032		$	(59,063	)	$	(683,476	)	$	2,247,573
Net income								116,442									116,442
Other comprehensive income											46,906						46,906
Stock issued	544		1,313		577									(237		)	1,653
Stock-based compensation awards					3,348												3,348
Acquisition of treasury stock	(3,825	)												(63,386		)	(63,386		)
Common stock cash dividends - $0.26 per share								(43,738		)							(43,738		)
Balance at June 30, 2019	166,903		$	555,690	$	1,493,628		$	1,018,736		$	(12,157	)	$	(747,099	)	$	2,308,798

Six months ended June 30, 2018
Balance at December 31, 2017	175,170		$	552,232	$	1,478,389		$	821,619		$	(32,974	)	$	(589,409	)	$	2,229,857
Net income								84,677									84,677
Other comprehensive loss											(33,183		)				(33,183		)
Stock issued	661		1,686		1,652									(883		)	2,455
Stock-based compensation awards	16		40		4,144												4,184
Reclassification of stranded tax effects ⁽¹⁾								7,101			(7,101		)				—
Common stock cash dividends - $0.24 per share								(42,205		)							(42,205		)
Balance at June 30, 2018	175,847		$	553,958	$	1,484,185		$	871,192		$	(73,258	)	$	(590,292	)	$	2,245,785

See Notes to Consolidated Financial Statements
(1) The Corporation adopted the Accounting Standards Codification ("ASC") Update 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" in the first quarter of 2018 which permitted a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings of the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, which changed the federal corporate income tax rate from 35% to 21%. As a result, $7.1 million of stranded tax effects were reclassified from AOCI to retained earnings during the first quarter of 2018.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



(in thousands)	Six months ended June 30
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	116,442		$	84,677
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	10,125			37,087
Depreciation and amortization of premises and equipment	13,924			14,580
Amortization of tax credit investments	16,311			16,729
Net amortization of investment securities premiums	4,359			4,856
Investment securities gains, net	(241		)	(23		)
Gain on sales of mortgage loans held for sale	(8,302		)	(6,499		)
Proceeds from sales of mortgage loans held for sale	375,306			379,399
Originations of mortgage loans held for sale	(385,659		)	(377,268		)
Amortization of intangible assets	214			—
Amortization of issuance costs and discounts on long-term debt	421			399
Stock-based compensation	3,348			4,184
Increase in accrued interest receivable	(4,105		)	(2,298		)
Increase in other assets	(217,816		)	(10,687		)
Increase in accrued interest payable	(1,311		)	(1,024		)
Increase (decrease) in other liabilities	155,832			(9,278		)
Total adjustments	(37,594		)	50,157
Net cash provided by operating activities	78,848			134,834
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale	283,952			48,731
Proceeds from principal repayments and maturities of securities held to maturity	40,058			—
Proceeds from principal repayments and maturities of securities available for sale	113,154			170,141
Purchase of securities available for sale	(538,629		)	(306,713		)
Purchase of Federal Reserve Bank and Federal Home Loan Bank stock	(17,965		)	(5,954		)
Net increase in loans and leases	(205,404		)	(65,361		)
Net purchases of premises and equipment	(22,695		)	(21,973		)
Net cash paid for acquisition	(3,907		)	—
Net change in tax credit investments	(11,092		)	(38,544		)
Net cash used in by investing activities	(362,528		)	(219,673		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in demand and savings deposits	(228,999		)	(265,298		)
Net increase in time deposits	241,735			67,565
Increase in short-term borrowings	433,613			366,309
Additions to long-term debt	105,000			50,000
Repayments of long-term debt	(110,132		)	(100,081		)
Net proceeds from issuance of common stock	1,653			2,455
Dividends paid	(42,680		)	(40,378		)
Acquisition of treasury stock	(63,386		)	—
Net cash provided by financing activities	336,804			80,572
Net Increase (Decrease) in Cash and Cash Equivalents	53,124			(4,267		)
Cash and Cash Equivalents at Beginning of Period	445,687			402,096
Cash and Cash Equivalents at End of Period	$	498,811		$	397,829
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	88,186		$	57,496
Income taxes	4,932			5,794
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 ("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 GAAP for complete financial statements. The preparation of financial statements in accordance with 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, 2018. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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 February 2016, the Financial Accounting Standards Board ("FASB") issued ASC Update 2016-02, "Leases (Topic 842)." This standards update requires a lessee to recognize for all leases with an initial term greater than twelve months: (1) a "right-of-use" ("ROU") 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, each measured on a discounted basis. This standards update is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Corporation adopted ASC Update 2016-02 in the first quarter of 2019 using the alternative transition method, which eliminates the requirement to restate the earliest prior period presented in an entity’s financial statements. As such, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

This standards update provides for a number of practical expedients in transition. The Corporation elected to apply the package of practical expedients permitted within the new standard, which, among other things, allowed it to carryforward the prior conclusions on lease identification, lease classification and initial direct costs. In addition, the Corporation elected to not separate lease and non-lease components. The Corporation did not elect the practical expedient to apply hindsight in determining the lease term and in assessing impairment of the ROU assets. See "Note 6 - Leases" for additional information and expanded lessee disclosures.

This standards update also provides additional guidance on lessor accounting. The Corporation provides equipment lease financing to its customers, which are categorized as direct financing leases. The adoption of this standards update did not result in any changes to the accounting for this type of lease as the lessor.

Recently Issued Accounting Standards



Standard	Description	Date of Anticipated Adoption	Effect on Financial Statements
ASC Update 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	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 incurred under current GAAP. This update 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. This update is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. In November 2018, the FASB issued ASC Update 2018-19, "Codifications Improvements to Topic 326, Financial Instruments - Credit Losses" which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASC Update 2019-04 and 2019-05 were issued to provide certain clarifications and transition relief to adopting this standards update.	First Quarter of 2020	The Corporation intends to adopt these standards updates effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation believes that total credit loss reserves will increase at the adoption date and that the magnitude of the increase will depend on the composition, characteristics and quality of its loan portfolio and off balance sheet credit exposures as well as the prevailing economic conditions and forecasts as of the adoption date. The Corporation is in the early stages of conducting parallel runs of its new processes and controls and is beginning its model validation process. The Corporation will continue to make refinements to its credit loss model throughout the remainder of 2019.
ASC Update 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The FASB issued this update to simplify the subsequent quantitative measurement of goodwill by eliminating Step 2 of the goodwill impairment test. Instead, 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. This update is effective for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted.	Fourth Quarter of 2020, in line with its annual impairment testing in October of each year	The Corporation does not expect the adoption of this update to have a material impact on its consolidated financial statements. The Corporation has not needed to perform step 2 since its 2012 impairment testing.
ASC Update 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement	This update changes the fair value measurement disclosure requirements of ASC Topic 820 "Fair Value Measurement." Among other things, the update 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 disclosure requirements to promote the appropriate exercise of discretion by entities.	First Quarter of 2020	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 this update to have a material impact on its consolidated financial statements.



Standard	Description	Date of Anticipated Adoption	Effect on Financial Statements
ASC Update 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans	This update amends ASC Topic 715-20 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This update is effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted.	First Quarter of 2021	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 this update to have a material impact on its consolidated financial statements.
ASC Update 2018-15 Intangibles - Goodwill and Other - Internal Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract	This update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC Subtopic 350-40 to determine which implementation costs to capitalize as assets. This update is effective for annual or interim reporting periods beginning after December 15, 2019. Early adoption is permitted.	First Quarter of 2020	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 this update to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2018 consolidated financial statements and notes have been reclassified to conform to the 2019 presentation.

NOTE 2 – Restrictions on Cash and Cash Equivalents

The Corporation’s subsidiary banks are required to maintain reserves against their deposit liabilities. These reserves are in the form of cash and balances with the Federal Reserve Bank ("FRB"), included in "interest-bearing deposits with other banks." The amounts of such reserves as of June 30, 2019 and December 31, 2018 were $186.6 million and $156.8 million, respectively.

In addition, collateral is posted by the Corporation with counterparties to secure derivative contracts and other contracts, which are included in "interest-bearing deposits with other banks." The amounts of such collateral as of June 30, 2019 and December 31, 2018 were $173.1 million and $45.1 million, respectively.

NOTE 3 – 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
June 30, 2019	(in thousands)
Available for Sale
State and municipal securities	$	307,911	$	8,508	$	(85	)	$	316,334
Corporate debt securities	194,858		4,885		(2,321		)	197,422
Collateralized mortgage obligations	889,053		12,190		(2,126		)	899,117
Residential mortgage-backed securities	331,566		1,623		(3,914		)	329,275
Commercial mortgage-backed securities	433,027		7,406		(152		)	440,281
Auction rate securities	107,410		—		(4,045		)	103,365
Total	$	2,263,825	$	34,612	$	(12,643	)	$	2,285,794

Held to Maturity
State and municipal securities	$	155,861	$	8,700	$	—		$	164,561
Residential mortgage-backed securities	411,703		13,464		—			425,167
Total	$	567,564	$	22,164	$	—		$	589,728



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
December 31, 2018	(in thousands)
Available for Sale
U.S. Government sponsored agency securities	$	31,586	$	185	$	(139	)	$	31,632
State and municipal securities	282,383		2,178		(5,466		)	279,095
Corporate debt securities	111,454		1,432		(3,353		)	109,533
Collateralized mortgage obligations	841,294		2,758		(11,972		)	832,080
Residential mortgage-backed securities	476,973		1,583		(15,212		)	463,344
Commercial mortgage-backed securities	264,165		524		(3,073		)	261,616
Auction rate securities	107,410		—		(4,416		)	102,994
Total	$	2,115,265	$	8,660	$	(43,631	)	$	2,080,294

Held to Maturity
State and municipal securities	$	156,134	$	1,166	$	(93	)	$	157,207
Residential mortgage-backed securities	450,545		3,667		—			454,212
Total	$	606,679	$	4,833	$	(93	)	$	611,419

Securities carried at $857.1 million at June 30, 2019 and $973.4 million at December 31, 2018, 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 June 30, 2019, 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		$	5,828	$	5,828	$	—	$	—
Due from one year to five years		38,664		39,900		—		—
Due from five years to ten years		175,654		178,922		2,154		2,277
Due after ten years		390,033		392,471		153,707		162,284
		610,179		617,121		155,861		164,561
Residential mortgage-backed securities⁽¹⁾		331,566		329,275		411,703		425,167
Commercial mortgage-backed securities⁽¹⁾		433,027		440,281		—		—
Collateralized mortgage obligations⁽¹⁾		889,053		899,117		—		—
Total		$	2,263,825	$	2,285,794	$	567,564	$	589,728

(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 investment securities:



	Gross Realized Gains		Gross Realized Losses			Net Gains
Three months ended June 30, 2019	(in thousands)
Debt securities	$	3,012	$	(2,836	)	$	176
Total	$	3,012	$	(2,836	)	$	176
Three months ended June 30, 2018
Debt securities	$	1,530	$	(1,526	)	$	4
Total	$	1,530	$	(1,526	)	$	4

Six months ended June 30, 2019
Debt securities	$	3,269	$	(3,028	)	$	241
Total	$	3,269	$	(3,028	)	$	241
Six months ended June 30, 2018
Equity securities	$	9	$	—		$	9
Debt securities	1,540		(1,526		)	14
Total	$	1,549	$	(1,526	)	$	23

The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at June 30, 2019 and 2018:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(11,510	)
Reductions for securities sold during the period	10,520			—			10,520			—
Balance of cumulative credit losses on debt securities, end of period	$	(990	)	$	(11,510	)	$	(990	)	$	(11,510	)

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2019 and December 31, 2018:



	Less than 12 months						12 months or longer						Total
June 30, 2019	Number of Securities	Estimated Fair Value		Unrealized Losses			Number of Securities	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
Available for Sale		(in thousands)
State and municipal securities	3	$	15,714	$	(44	)	4	$	17,403	$	(41	)	$	33,117	$	(85	)
Corporate debt securities	3	7,054		(8		)	14	25,988		(2,313		)	33,042		(2,321		)
Collateralized mortgage obligations	—	—		—			39	110,517		(2,126		)	110,517		(2,126		)
Residential mortgage-backed securities	—	—		—			61	285,675		(3,914		)	285,675		(3,914		)
Commercial mortgage-backed securities	1	11,926		(143		)	2	17,475		(9		)	29,401		(152		)
Auction rate securities	—	—		—			177	103,365		(4,045		)	103,365		(4,045		)
Total	7	$	34,694	$	(195	)	297	$	560,423	$	(12,448	)	$	595,117	$	(12,643	)

No Held to Maturity investments were in an unrealized loss position at June 30, 2019.



	Less than 12 months						12 months or longer						Total
December 31, 2018	Number of Securities	Estimated Fair Value		Unrealized Losses			Number of Securities	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
Available for Sale	(in thousands)
U.S. Government sponsored agency securities	1	$	4,961	$	(31	)	1	$	5,770	$	(108	)	$	10,731	$	(139	)
State and municipal securities	33	72,950		(1,292		)	38	83,770		(4,174		)	156,720		(5,466		)
Corporate debt securities	8	24,419		(227		)	14	25,642		(3,126		)	50,061		(3,353		)
Collateralized mortgage obligations	39	136,563		(1,050		)	89	388,173		(10,922		)	524,736		(11,972		)
Residential mortgage-backed securities	17	18,220		(222		)	110	402,779		(14,990		)	420,999		(15,212		)
Commercial mortgage-backed securities	1	9,778		(35		)	25	197,326		(3,038		)	207,104		(3,073		)
Auction rate securities	—	—		—			177	102,994		(4,416		)	102,994		(4,416		)
Total	99	$	266,891	$	(2,857	)	454	$	1,206,454	$	(40,774	)	$	1,473,345	$	(43,631	)
Held to Maturity
State and municipal securities	6	$	20,601	$	(93	)	—	$	—	$	—		$	20,601	$	(93	)
Total	6	$	20,601	$	(93	)	—	$	—	$	—		$	20,601	$	(93	)

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 June 30, 2019.

As of June 30, 2019, 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 six months ended June 30, 2019. 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.

Based on management’s evaluations, no corporate debt securities were subject to any other-than-temporary impairment charges for the three and six months ended June 30, 2019. 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 4 – Loans and Leases and Allowance for Credit Losses

Loans and Leases, Net of Unearned Income

Loans and leases, net of unearned income are summarized as follows:



	June 30, 2019			December 31, 2018
	(in thousands)
Real-estate - commercial mortgage	$	6,497,973		$	6,434,285
Commercial - industrial, financial and agricultural	4,365,248			4,404,548
Real estate - residential mortgage	2,451,966			2,251,044
Real estate - home equity	1,386,974			1,452,137
Real estate - construction	922,547			916,599
Consumer	452,874			419,186
Equipment lease financing and other	314,901			311,866
Overdrafts	3,187			2,774
Loans and leases, gross of unearned income	16,395,670			16,192,439
Unearned income	(27,212		)	(26,639		)
Loans and leases, net of unearned income	$	16,368,458		$	16,165,800

The Corporation segments its loan and lease portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans and Leases, 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 loans 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 loans include direct consumer installment loans and indirect vehicle loans.

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan and lease losses and the reserve for unfunded lending commitments. The allowance for loan and lease losses represents management’s estimate of incurred losses in the loan and lease portfolio as of the balance sheet date and is recorded as a reduction to loans and leases. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and other off balance sheet credit exposures, such as 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 and leases individually evaluated for impairment (FASB ASC Section 310-10-35); and (2) allowances calculated for pools of loans and leases collectively evaluated for impairment (FASB ASC Subtopic 450-20).

The following table presents the components of the allowance for credit losses:



	June 30, 2019		December 31, 2018
	(in thousands)
Allowance for loan and lease losses	$	170,233	$	160,537
Reserve for unfunded lending commitments	6,708		8,873
Allowance for credit losses	$	176,941	$	169,410

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



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Balance at beginning of period	$	170,372		$	176,019		$	169,410		$	176,084
Loans and leases charged off	(3,711		)	(42,160		)	(10,080		)	(48,557		)
Recoveries of loans and leases previously charged off	5,255			2,271			7,486			4,633
Net loans and leases recovered (charged off)	1,544			(39,889		)	(2,594		)	(43,924		)
Provision for credit losses	5,025			33,117			10,125			37,087
Balance at end of period	$	176,941		$	169,247		$	176,941		$	169,247

The following table presents the activity in the allowance for loan and lease 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			Equipment lease financing, other and overdrafts			Total
	(in thousands)
Three months ended June 30, 2019
Balance at March 31, 2019	$	51,946		$	60,501		$	19,215		$	19,146		$	4,941		$	3,319		$	3,041		$	162,109
Loans and leases charged off	(230		)	(1,895		)	(206		)	(134		)	(3		)	(795		)	(448		)	(3,711		)
Recoveries of loans and leases previously charged off	169			2,680			223			211			1,245			579			148			5,255
Net loans and leases (charged off) recovered	(61		)	785			17			77			1,242			(216		)	(300		)	1,544
Provision for loan and lease losses ⁽¹⁾	2,974			5,055			(251		)	(331		)	(1,255		)	260			128			6,580
Balance at June 30, 2019	$	54,859		$	66,341		$	18,981		$	18,892		$	4,928		$	3,363		$	2,869		$	170,233
Three months ended June 30, 2018
Balance at March 31, 2018	$	58,717		$	61,830		$	17,528		$	15,261		$	5,924		$	1,903		$	2,054		$	163,217
Loans and leases charged off	(366		)	(38,632		)	(816		)	(483		)	(606		)	(712		)	(545		)	(42,160		)
Recoveries of loans and leases previously charged off	321			541			271			96			444			446			152			2,271
Net loans and leases charged off	(45		)	(38,091		)	(545		)	(387		)	(162		)	(266		)	(393		)	(39,889		)
Provision for loan and lease losses ⁽¹⁾	(2,089		)	35,306			(736		)	(370		)	226			62			323			32,722
Balance at June 30, 2018	$	56,583		$	59,045		$	16,247		$	14,504		$	5,988		$	1,699		$	1,984		$	156,050
Six months ended June 30, 2019
Balance at December 31, 2018	$	52,889		$	58,868		$	18,911		$	18,921		$	5,061		$	3,217		$	2,670		$	160,537
Loans and leases charged off	(1,375		)	(4,682		)	(425		)	(789		)	(98		)	(1,478		)	(1,233		)	(10,080		)
Recoveries of loans and leases previously charged off	305			3,923			420			343			1,329			789			377			7,486
Net loans and leases (charged off) recovered	(1,070		)	(759		)	(5		)	(446		)	1,231			(689		)	(856		)	(2,594		)
Provision for loan losses ⁽¹⁾	3,040			8,232			75			417			(1,364		)	835			1,055			12,290
Balance at June 30, 2019	$	54,859		$	66,341		$	18,981		$	18,892		$	4,928		$	3,363		$	2,869		$	170,233
Six months ended June 30, 2018
Balance at December 31, 2017	$	58,793		$	66,280		$	18,127		$	16,088		$	6,620		$	2,045		$	1,957		$	169,910
Loans and leases charged off	(633		)	(42,637		)	(1,224		)	(645		)	(764		)	(1,604		)	(1,050		)	(48,557		)
Recoveries of loans and leases previously charged off	600			1,616			477			203			750			625			362			4,633
Net loans and leases charged off	(33		)	(41,021		)	(747		)	(442		)	(14		)	(979		)	(688		)	(43,924		)
Provision for loan losses ⁽¹⁾	(2,177		)	33,786			(1,133		)	(1,142		)	(618		)	633			715			30,064
Balance at June 30, 2018	$	56,583		$	59,045		$	16,247		$	14,504		$	5,988		$	1,699		$	1,984		$	156,050


(1)	The provision for loan and lease losses excluded a $1.6 million and a $2.2 million decrease in the reserve for unfunded lending commitments for the three and six months ended June 30, 2019, respectively, and a $395,000 and a $7.0 million increase in the reserve for unfunded lending commitments for the three and six months ended June 30, 2018, respectively.

The following table presents loans and leases, net of unearned income and their related allowance for loan and lease 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		Equipment lease financing, other and overdrafts		Total
	(in thousands)
Allowance for loan and lease losses at June 30, 2019:
Collectively evaluated for impairment	$	45,367	$	53,985	$	8,463	$	9,913	$	4,399	$	3,356	$	2,869	$	128,352
Individually evaluated for impairment	9,492		12,356		10,518		8,979		529		7		—		41,881
	$	54,859	$	66,341	$	18,981	$	18,892	$	4,928	$	3,363	$	2,869	$	170,233

Loans and leases, net of unearned income at June 30, 2019:
Collectively evaluated for impairment	$	6,438,080	$	4,313,666	$	1,363,392	$	2,414,627	$	918,380	$	452,865	$	273,118	$	16,174,128
Individually evaluated for impairment	59,893		51,582		23,582		37,339		4,167		9		17,758		194,330
	$	6,497,973	$	4,365,248	$	1,386,974	$	2,451,966	$	922,547	$	452,874	$	290,876	$	16,368,458

Allowance for loan and lease losses at June 30, 2018:
Collectively evaluated for impairment	$	48,489	$	49,354	$	5,093	$	5,171	$	5,338	$	1,691	$	1,984	$	117,120
Individually evaluated for impairment	8,094		9,691		11,154		9,333		650		8		—		38,930
	$	56,583	$	59,045	$	16,247	$	14,504	$	5,988	$	1,699	$	1,984	$	156,050

Loans and leases, net of unearned income at June 30, 2018:
Collectively evaluated for impairment	$	6,252,747	$	4,209,786	$	1,466,393	$	2,055,206	$	981,584	$	360,304	$	286,947	$	15,612,967
Individually evaluated for impairment	51,728		54,816		25,002		39,324		9,121		11		—		180,002
	$	6,304,475	$	4,264,602	$	1,491,395	$	2,094,530	$	990,705	$	360,315	$	286,947	$	15,792,969

Impaired Loans and Leases

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

All loans and leases individually evaluated for impairment are measured for losses on a quarterly basis. As of June 30, 2019 and December 31, 2018, substantially all of the Corporation’s individually evaluated impaired loans and leases with total commitments 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 June 30, 2019 and December 31, 2018, approximately 84% and 89%, respectively, of impaired loans and leases with principal balances greater than or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated in the preceding 12 months.

When updated appraisals are not obtained for loans and leases 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 and leases by class segment:



	June 30, 2019						December 31, 2018
	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	$	32,406	$	30,574	$	—	$	25,095	$	23,481	$	—
Commercial	29,696		23,588		—		33,493		26,585		—
Real estate - residential mortgage	4,565		4,400		—		3,149		3,149		—
Construction	6,454		2,604		—		8,980		5,083		—
Equipment lease financing	17,758		17,758		—		19,269		19,268		—
	90,879		78,924		—		89,986		77,566		—
With a related allowance recorded:
Real estate - commercial mortgage	40,435		29,319		9,492		29,005		22,592		7,255
Commercial	38,010		27,994		12,356		37,706		28,708		12,513
Real estate - residential mortgage	37,202		32,939		8,979		39,972		35,621		9,394
Real estate - home equity	26,712		23,582		10,518		26,599		23,373		10,370
Construction	5,112		1,563		529		5,984		2,307		793
Consumer	9		9		7		11		11		7
	147,480		115,406		41,881		139,277		112,612		40,332
Total	$	238,359	$	194,330	$	41,881	$	229,263	$	190,178	$	40,332

As of June 30, 2019 and December 31, 2018, there were $78.9 million and $77.6 million, respectively, of impaired loans and leases that did not have a related allowance for loan and lease losses. The estimated fair values of the collateral securing these loans and leases exceeded their carrying amount, or the loans and leases 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 and leases by class segment:



	Three months ended June 30								Six months ended June 30
	2019				2018				2019				2018
	Average Recorded Investment		Interest Income ⁽¹⁾		Average Recorded Investment		Interest Income ⁽¹⁾		Average Recorded Investment		Interest Income ⁽¹⁾		Average Recorded Investment		Interest Income ⁽¹⁾
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	27,738	$	100	$	27,127	$	97	$	26,319	$	197	$	25,713	$	180
Commercial	25,238		32		33,644		69		25,686		62		35,612		142
Real estate - residential mortgage	3,764		23		3,870		24		3,559		43		4,105		51
Construction	3,814		—		7,528		—		4,237		—		7,718		—
Equipment lease financing, other and overdrafts	18,136		—		—		—		18,513		—				—
	78,690		155		72,169		190		78,314		302		73,148		373
With a related allowance recorded:
Real estate - commercial mortgage	24,528		87		25,419		91		23,883		172		25,578		175
Commercial	28,485		36		26,120		54		28,558		69		25,471		97
Real estate - home equity	23,706		222		24,907		195		23,595		445		24,835		379
Real estate - residential mortgage	34,695		215		36,261		223		35,004		440		36,551		444
Construction	1,595		—		2,400		—		1,832		—		2,966		—
Consumer	10		—		18		—		10		—		20		—
	113,019		560		115,125		563		112,882		1,126		115,421		1,095
Total	$	191,709	$	715	$	187,294	$	753	$	191,196	$	1,428	$	188,569	$	1,468


(1)	All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the three and six months ended June 30, 2019 and 2018 represents amounts earned on accruing TDRs.

Credit Quality Indicators and Non-performing Assets

The following is a summary of the Corporation's internal risk rating categories:


•	Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.


•	Special Mention: These loans have a heightened credit risk, but not to the point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.


•	Substandard or Lower: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

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

The following table presents internal credit risk ratings for the indicated loan class segments:



	Pass						Special Mention						Substandard or Lower						Total
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018
	(dollars in thousands)
Real estate - commercial mortgage	$	6,173,883		$	6,129,463		$	162,425		$	170,827		$	161,665		$	133,995		$	6,497,973		$	6,434,285
Commercial - secured	3,835,171			3,902,484			182,569			193,470			171,856			129,026			4,189,596			4,224,980
Commercial - unsecured	168,311			171,589			4,972			4,016			2,369			3,963			175,652			179,568
Total commercial - industrial, financial and agricultural	4,003,482			4,074,073			187,541			197,486			174,225			132,989			4,365,248			4,404,548
Construction - commercial residential	109,168			104,079			3,082			6,912			3,959			6,881			116,209			117,872
Construction - commercial	725,556			723,030			731			1,163			3,197			2,533			729,484			726,726
Total construction (excluding Construction - other)	834,724			827,109			3,813			8,075			7,156			9,414			845,693			844,598
	$	11,012,089		$	11,030,645		$	353,779		$	376,388		$	343,046		$	276,398		$	11,708,914		$	11,683,431
% of Total	94.1		%	94.4		%	3.0		%	3.2		%	2.9		%	2.4		%	100.0		%	100.0		%

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

The following table presents a summary of performing, delinquent and non-performing loans and leases for the indicated class segments:



	Performing						Delinquent ⁽¹⁾						Non-performing ⁽²⁾						Total
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018
	(dollars in thousands)
Real estate - home equity	$	1,363,344		$	1,431,666		$	11,634		$	10,702		$	11,996		$	9,769		$	1,386,974		$	1,452,137
Real estate - residential mortgage	2,398,432			2,202,955			31,876			28,988			21,658			19,101			2,451,966			2,251,044
Construction - other	76,116			71,511			549			—			189			490			76,854			72,001
Consumer - direct	58,295			55,629			295			338			123			66			58,713			56,033
Consumer - indirect	390,394			359,405			3,508			3,405			259			343			394,161			363,153
Total consumer	448,689			415,034			3,803			3,743			382			409			452,874			419,186
Equipment lease financing, other and overdrafts	271,130			267,112			1,808			1,302			17,938			19,587			290,876			288,001
	$	4,557,711		$	4,388,278		$	49,670		$	44,735		$	52,163		$	49,356		$	4,659,544		$	4,482,369
% of Total	97.8		%	97.9		%	1.1		%	1.0		%	1.1		%	1.1		%	100.0		%	100.0		%


(1)	Includes all accruing loans and leases 30 days to 89 days past due.


(2)	Includes all accruing loans and leases 90 days or more past due and all non-accrual loans and leases.

The following table presents non-performing assets:



	June 30, 2019		December 31, 2018
	(in thousands)
Non-accrual loans and leases	$	133,118	$	128,572
Loans and leases 90 days or more past due and still accruing	14,598		11,106
Total non-performing loans and leases	147,716		139,678
Other real estate owned (OREO)	7,241		10,518
Total non-performing assets	$	154,957	$	150,196

The following tables present past due status and non-accrual loans and leases by portfolio segment and class segment:



	June 30, 2019
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	16,620	$	2,059	$	637	$	43,213	$	43,850	$	62,529	$	6,435,444	$	6,497,973
Commercial - secured	8,480		1,923		1,422		45,114		46,536		56,939		4,132,657		4,189,596
Commercial - unsecured	592		136		—		723		723		1,451		174,201		175,652
Total commercial - industrial, financial and agricultural	9,072		2,059		1,422		45,837		47,259		58,390		4,306,858		4,365,248
Real estate - home equity	9,370		2,264		4,803		7,193		11,996		23,630		1,363,344		1,386,974
Real estate - residential mortgage	26,135		5,741		6,708		14,950		21,658		53,534		2,398,432		2,451,966
Construction - commercial residential	—		—		—		3,959		3,959		3,959		112,250		116,209
Construction - commercial	895		—		466		19		485		1,380		728,104		729,484
Construction - other	549		—		—		189		189		738		76,116		76,854
Total real estate - construction	1,444		—		466		4,167		4,633		6,077		916,470		922,547
Consumer - direct	205		90		123		—		123		418		58,295		58,713
Consumer - indirect	2,901		607		259		—		259		3,767		390,394		394,161
Total consumer	3,106		697		382		—		382		4,185		448,689		452,874
Equipment lease financing, other and overdrafts	1,365		443		180		17,758		17,938		19,746		271,130		290,876
Total	$	67,112	$	13,263	$	14,598	$	133,118	$	147,716	$	228,091	$	16,140,367	$	16,368,458



	December 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	12,206	$	1,500	$	1,765	$	30,388	$	32,153	$	45,859	$	6,388,426	$	6,434,285
Commercial - secured	5,227		938		1,068		49,299		50,367		56,532		4,168,448		4,224,980
Commercial - unsecured	1,598		—		51		851		902		2,500		177,068		179,568
Total commercial - industrial, financial and agricultural	6,825		938		1,119		50,150		51,269		59,032		4,345,516		4,404,548
Real estate - home equity	7,144		3,558		3,061		6,708		9,769		20,471		1,431,666		1,452,137
Real estate - residential mortgage	20,796		8,192		4,433		14,668		19,101		48,089		2,202,955		2,251,044
Construction - commercial residential	2,489		—		—		6,881		6,881		9,370		108,502		117,872
Construction - commercial	—		—		—		19		19		19		726,707		726,726
Construction - other	—		—		—		490		490		490		71,511		72,001
Total real estate - construction	2,489		—		—		7,390		7,390		9,879		906,720		916,599
Consumer - direct	267		71		66		—		66		404		55,629		56,033
Consumer - indirect	2,908		497		343		—		343		3,748		359,405		363,153
Total consumer	3,175		568		409		—		409		4,152		415,034		419,186
Equipment lease financing, other and overdrafts	1,005		297		319		19,268		19,587		20,889		267,112		288,001
Total	$	53,640	$	15,053	$	11,106	$	128,572	$	139,678	$	208,371	$	15,957,429	$	16,165,800

The following table presents TDRs, by class segment:



	June 30, 2019		December 31, 2018
	(in thousands)
Real-estate - residential mortgage	$	22,389	$	24,102
Real estate - home equity	16,389		16,665
Real-estate - commercial mortgage	16,680		15,685
Commercial	5,744		5,143
Consumer	9		10
Total accruing TDRs	61,211		61,605
Non-accrual TDRs⁽¹⁾	29,958		28,659
Total TDRs	$	91,169	$	90,264


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

The following table presents TDRs, by class segment for loans that were modified during the three and six months ended June 30, 2019 and 2018:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Commercial	6	$	2,371	2	$	53	10	$	4,831	11	$	9,412
Real estate - residential mortgage	1	516		1	77		5	1,433		2	82
Real estate - home equity	22	1,125		28	1,659		34	1,954		47	3,043
Total	29	$	4,012	31	$	1,789	49	$	8,218	60	$	12,537

Restructured loan modifications may include payment schedule modifications, interest rate concessions, bankruptcies, principal reduction, or some combination of these concessions. During the three and six months ended June 30, 2019, restructured loan modifications of residential mortgages, home equity loans and commercial mortgage loans primarily included maturity date extensions, rate modifications and payment schedule modifications.

The following table presents TDRs, by class segment, as of June 30, 2019 and 2018 that were modified in the previous 12 months and had a post-modification payment default during the six months ended June 30, 2019 and 2018. The Corporation defines a payment default as a single missed payment.



	2019			2018
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Real estate - residential mortgage	2	$	299	8	$	863
Real estate - commercial mortgage	—	—		1	176
Real estate - home equity	16	890		29	1,955
Commercial	4	2,302		5	146
Total	22	$	3,491	43	$	3,140

NOTE 5 – Mortgage Servicing Rights

The following table summarizes the changes in mortgage servicing rights ("MSRs"), which are included in other assets on the consolidated balance sheets:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Amortized cost:
Balance at beginning of period	$	38,504		$	37,748		$	38,573		$	37,663
Originations of mortgage servicing rights	1,861			1,746			3,086			3,229
Amortization	(1,539		)	(1,600		)	(2,833		)	(2,998		)
Balance at end of period	$	38,826		$	37,894		$	38,826		$	37,894

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

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $44.9 million and $50.2 million at June 30, 2019 and December 31, 2018, respectively. Based on its fair value analysis, the Corporation determined no valuation allowance was necessary as of June 30, 2019 or 2018.

NOTE 6 – Leases

Effective January 1, 2019, the Corporation adopted ASC Update 2016-02, "Leases (Topic 842)," using the modified retrospective method of applying the new standard at the adoption date. In addition, the Corporation elected the package of practical expedients permitted under the transition guidance within the new standard as the lessee. This permitted the carry forward of the conclusions on lease identification, lease classification and initial direct costs. The Corporation also elected not to separate lease and non-lease components. Financial results for reporting periods beginning on or after January 1, 2019 are presented under the new guidance (Topic 842), while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance (Topic 840).

As a lessee, the majority of the operating lease portfolio consists of real estate leases for the Corporation's branches, land and office space. The operating leases have remaining lease terms of 1 year to 20 years, some of which include options to extend the leases for 5 years or more. ROU assets and lease liabilities are not recognized for leases with an initial term of 12 months or less. The Corporation does not have any finance leases as the lessee.

Certain real estate leases have lease payments that adjust based on annual changes in the Consumer Price Index ("CPI"). The leases that are dependent upon CPI are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability.

Operating lease expense primarily represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease expense represents the payment of real estate taxes, insurance and common area maintenance based on the Corporation's pro-rata share.

In addition, the Corporation rents or subleases certain real estate to third parties. The rental and sublease portfolio consists mostly of operating leases for space within the Corporation's offices and branches.

The following table presents the components of the Corporation’s lease costs for operating leases as the lessee, which is included in net occupancy expense on the consolidated statements of income (in thousands):



	Three months ended			Six months ended
	June 30, 2019			June 30, 2019
Operating lease expense	$	4,796		$	9,486
Variable lease expense	761			1,370
Sublease income	(168		)	(371		)
Total lease expense	$	5,389		$	10,485

Supplemental balance sheet information related to leases was as follows (in thousands, except for weighted-averages):



Operating Leases	Classification	June 30, 2019
ROU assets	Other assets	$	104,046
Lease liabilities	Other liabilities	$	110,987
Weighted-average remaining lease term		8.4 years
Weighted-average discount rate		3.06		%

The discount rate used in determining the lease liability for each individual lease was the Federal Home Loan Bank ("FHLB") fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement or modification date for leases subsequently entered into.

Supplemental cash flow information related to operating leases was as follows (in thousands):



	Six months ended
	June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities	$	9,269
ROU assets obtained in exchange for lease obligations	$	111,995

Lease payment obligations for each of the next five years and thereafter with a reconciliation to the Corporation's lease liability were as follows (in thousands):



Year	Operating Leases
For the six months ending December 31, 2019	$	9,390
2020	18,607
2021	17,400
2022	16,052
2023	13,804
Thereafter	52,664
Total lease payments	127,917
Less: imputed interest	(16,930		)
Present value of lease liabilities	$	110,987

As of June 30, 2019, the Corporation had not entered into any material leases that have not yet commenced.

As previously disclosed in the Corporation's 2018 Annual Report on Form 10-K and under Topic 840, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year as of December 31, 2018 were $18.0 million, $17.3 million, $15.7 million, $13.7 million, $11.4 million for years 2019 through 2023, respectively, and $43.3 million in the aggregate for all years thereafter.

NOTE 7 – Derivative Financial Instruments

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

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

Mortgage Banking Derivatives

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

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments and the gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded in other non-interest expense on the consolidated statements of income. Fulton Bank, N.A. ("Fulton Bank"), the Corporation's largest banking subsidiary, exceeds $10 billion in total assets and is required to clear all eligible interest rate swap contracts with a central counterparty. As a result, Fulton Bank is subject to the regulations of the Commodity Futures Trading Commission ("CFTC").

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a specific date at a contractual price. The Corporation limits its foreign exchange exposure with customers by entering into contracts with institutional counterparties to mitigate its foreign exchange risk. The Corporation also holds certain amounts of foreign currency with international correspondent banks ("Foreign Currency Nostro Accounts"). The Corporation limits the total overnight net foreign currency open positions, which is defined as an aggregate of all outstanding contracts and Foreign Currency Nostro Account balances, to $500,000. Gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded in other income on the consolidated statements of income.

The following table presents a summary of the notional amounts and fair values of derivative financial instruments:



	June 30, 2019					December 31, 2018
	Notional Amount		Asset (Liability) Fair Value			Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	184,657	$	2,118		$	101,700	$	1,148
Negative fair values	3,090		(21		)	1,646		(12		)
Net interest rate locks with customers			2,097					1,136
Forward Commitments
Positive fair values	40,334		221			1,540		3
Negative fair values	111,530		(1,631		)	83,562		(1,066		)
Net forward commitments			(1,410		)			(1,063		)
Interest Rate Swaps with Customers
Positive fair values	2,514,261		136,298			1,185,144		33,258
Negative fair values	292,200		(1,716		)	1,386,046		(30,769		)
Net interest rate swaps with customers			134,582					2,489
Interest Rate Swaps with Dealer Counterparties
Positive fair values ⁽¹⁾	292,200		1,716			1,386,046		28,143
Negative fair values ⁽¹⁾	2,514,261		(74,516		)	1,185,144		(16,338		)
Net interest rate swaps with dealer counterparties			(72,800		)			11,805
Foreign Exchange Contracts with Customers
Positive fair values	6,423		105			5,881		105
Negative fair values	6,643		(186		)	9,690		(251		)
Net foreign exchange contracts with customers			(81		)			(146		)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	8,750		226			9,220		287
Negative fair values	6,590		(100		)	6,831		(130		)
Net foreign exchange contracts with correspondent banks			126					157
Net derivative fair value asset			$	62,514				$	14,378

(1) The variation margin posted as collateral on centrally cleared interest rate swaps, which represents the fair value of such swaps, is legally characterized as a settlement of the outstanding derivative contracts instead of cash collateral. Accordingly, the fair values of centrally cleared interest rate swaps were offset by variation margins totaling $61.8 million and $14.3 million at June 30, 2019 and December 31, 2018, respectively.

The following table presents a summary of the fair value gains (losses) on derivative financial instruments:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Interest rate locks with customers	$	355		$	231		$	961		$	360
Forward commitments	(403		)	(541		)	(347		)	(315		)
Interest rate swaps with customers	81,576			(12,375		)	132,093			(55,017		)
Interest rate swaps with dealer counterparties ⁽¹⁾	(50,673		)	10,811			(84,605		)	44,625
Foreign exchange contracts with customers	(154		)	(23		)	65			(16		)
Foreign exchange contracts with correspondent banks	140			(50		)	(31		)	38
Net fair value gains (losses) on derivative financial instruments	$	30,841		$	(1,947	)	$	48,136		$	(10,325	)

(1) Not included are $31.2 million and $47.5 million, respectively, of losses related to the variation margin settlements for the three and six months ended June 30, 2019 and $1.6 million and $10.4 million of gains related to the variation margin settlements for the three and six months ended June 30, 2018, respectively.

Fair Value Option

The Corporation has elected to measure mortgage loans held for sale at fair value.

The following table presents a summary of mortgage loans held for sale and the impact of the fair value election on the consolidated financial statements as of the periods shown:



	June 30, 2019		December 31, 2018
	(in thousands)
Cost ⁽¹⁾	$	44,737	$	26,407
Fair value	45,754		27,099

(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.

For the three months ended June 30, 2019 and 2018, gains related to changes in fair values of mortgage loans held for sale were $304,000 and $324,000, respectively. During the six months ended June 30, 2019 and 2018, gains related to changes in fair values of mortgage loans held for sale were $325,000 and $127,000, respectively.

Balance Sheet Offsetting

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

The Corporation is a party to interest rate swap transactions with financial institution counterparties and customers, disclosed in detail above. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default. A daily settlement occurs through a clearing agent for changes in the fair value of centrally cleared derivatives. As a result, the total fair values of interest rate swap derivative assets and derivative liabilities recognized on the consolidated balance sheet are not equal and offsetting.

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

The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified in short-term borrowings

on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with investment securities on the consolidated balance sheets. The Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements.

The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:



	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial			Cash			Net
	Balance Sheets		Instruments⁽¹⁾			Collateral ⁽²⁾			Amount
	(in thousands)
June 30, 2019
Interest rate swap derivative assets	$	138,275	$	(1,941	)	$	—		$	136,334
Foreign exchange derivative assets with correspondent banks	219		(93		)	—			126
Total	$	138,494	$	(2,034	)	$	—		$	136,460

Interest rate swap derivative liabilities	$	76,232	$	(1,941	)	$	(74,291	)	$	—
Foreign exchange derivative liabilities with correspondent banks	93		(93		)	—			—
Total	$	76,325	$	(2,034	)	$	(74,291	)	$	—

December 31, 2018
Interest rate swap derivative assets	$	61,401	$	(12,955	)	$	(23,270	)	$	25,176
Foreign exchange derivative assets with correspondent banks	287		(130		)	—			157
Total	$	61,688	$	(13,085	)	$	(23,270	)	$	25,333

Interest rate swap derivative liabilities	$	47,107	$	(22,786	)	$	(22,786	)	$	1,535
Foreign exchange derivative liabilities with correspondent banks	130		(130		)	—			—
Total	$	47,237	$	(22,916	)	$	(22,786	)	$	1,535


(1)	For interest rate swap assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For interest rate swap liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2)

Amounts represent cash collateral received from the counterparty or posted by the Corporation on interest rate swap transactions and foreign exchange contracts with financial institution counterparties. Interest rate swaps with customers are collateralized by the same collateral securing the underlying loans to those borrowers. Cash and securities collateral amounts are included in the table only to the extent of the net derivative fair values.

NOTE 8 – Tax Credit Investments

The Corporation's tax credit investments ("TCIs") are primarily related to investments promoting qualified affordable housing projects and investments in community development entities. The majority of these tax-advantaged investments support the Corporation's corporate mission and vision, as well as regulatory compliance with the Community Reinvestment Act. The Corporation's investments in these projects generate a return primarily through the realization of federal income tax credits and deductions for operating losses over a specified time period.

The TCIs are included in other assets, with any unfunded equity commitments carried in other liabilities on the consolidated balance sheets. Certain TCIs qualify for the proportional amortization method and are amortized over the period the Corporation expects to receive the tax credits, with the expense included within income taxes on the consolidated statements of income. Other TCIs are accounted for under the equity method of accounting, with amortization included within non-interest expense on the consolidated statements of income. This amortization includes equity in partnership losses and the systematic write-down of investments over the period in which income tax credits are earned. All of the TCIs are evaluated for impairment at the end of each reporting period. As illustrated below, realizable tax credits are included within income taxes and offset the amortization expense recorded.

The following table presents the balances of the Corporation's TCIs and related unfunded commitments:



		June 30,		December 31,
		2019		2018
Included in other assets:		(in thousands)
Affordable housing tax credit investment, net		$	161,986	$	170,401
Other tax credit investments, net		72,786		72,584
	Total TCIs, net	$	234,772	$	242,985
Included in other liabilities:
Unfunded affordable housing tax credit commitments		$	18,542	$	23,196
Other tax credit investment liabilities		61,483		59,823
	Total unfunded tax credit investment commitments and liabilities	$	80,025	$	83,019

The following table presents other information relating to the Corporation's TCIs:



		Three Months Ended						Six Months Ended
		June 30						June 30
		2019			2018			2019			2018
Components of income taxes:		(in thousands)
Affordable housing tax credits and other tax benefits		$	(7,575	)	$	(7,543	)	$	(15,150	)	$	(15,087	)
Other tax credit investment credits and tax benefits		(1,135		)	(1,597		)	(2,271		)	(3,193		)
Amortization of affordable housing investments, net of tax benefit		5,494			5,319			10,989			10,917
Deferred tax expense		239			336			477			671
	Total reduction in income tax expense	$	(2,977	)	$	(3,485	)	$	(5,955	)	$	(6,692	)
Amortization of TCIs:
Affordable housing tax credits investment		$	823		$	839		$	1,645		$	1,678
Other tax credit investment amortization		669			798			1,338			1,596
	Total amortization of TCIs	$	1,492		$	1,637		$	2,983		$	3,274

NOTE 9 – Accumulated Other Comprehensive Income (Loss)

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



	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
Three months ended June 30, 2019
Unrealized gain on securities	$	31,994		$	(7,077	)	$	24,917
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(176		)	39			(137		)
Amortization of net unrealized losses on available for sale ("AFS") securities transferred to held to maturity ("HTM") ⁽²⁾	1,311			(290		)	1,021
Non-credit related unrealized losses on other-than-temporarily impaired debt securities	(770		)	170			(600		)
Amortization of net unrecognized pension and postretirement items ⁽³⁾	353			(78		)	275
Total Other Comprehensive Income	$	32,712		$	(7,236	)	$	25,476
Three months ended June 30, 2018
Unrealized loss on securities	$	(8,397	)	$	1,766		$	(6,631	)
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(4		)	1			(3		)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	9			(1		)	8
Amortization of net unrecognized pension and postretirement items ⁽³⁾	683			(143		)	540
Total Other Comprehensive Loss	$	(7,709	)	$	1,623		$	(6,086	)

Six months ended June 30, 2019
Unrealized gain on securities	$	58,056		$	(12,841	)	$	45,215
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(241		)	53			(188		)
Amortization of net unrealized losses on AFS securities transferred to HTM⁽²⁾	2,563			(568		)	1,995
Non-credit related unrealized losses on other-than-temporarily impaired debt securities	(875		)	193			(682		)
Amortization of net unrecognized pension and postretirement items ⁽³⁾	727			(161		)	566
Total Other Comprehensive Income	$	60,230		$	(13,324	)	$	46,906

Six months ended June 30, 2018
Unrealized loss on securities	$	(43,388	)	$	9,113		$	(34,275	)
Reclassification adjustment for securities gains included in net income ⁽¹⁾	(23		)	4			(19		)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	294			(62		)	232
Amortization of net unrecognized pension and postretirement items⁽³⁾	1,113			(234		)	879
Total Other Comprehensive Loss	$	(42,004	)	$	8,821		$	(33,183	)


(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 3, "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.


(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 13, "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 June 30, 2019
Balance at March 31, 2019	$	(23,433	)		$	598		$	(14,798	)	$	(37,633	)
Other comprehensive income before reclassifications	24,917				(600		)	—			24,317
Amounts reclassified from accumulated other comprehensive income (loss)	(137		)		—			275			138
Amortization of net unrealized losses on AFS securities transferred to HTM	1,021			—	—			—			1,021
Balance at June 30, 2019	$	2,368			$	(2	)	$	(14,523	)	$	(12,157	)
Three months ended June 30, 2018
Balance at March 31, 2018	$	(50,056	)		$	682		$	(17,798	)	$	(67,172	)
Other comprehensive loss before reclassifications	(6,631		)		8			—			(6,623		)
Amounts reclassified from accumulated other comprehensive income (loss)	(3		)		—			540			537
Balance at June 30, 2018	$	(56,690	)		$	690		$	(17,258	)	$	(73,258	)

Six months ended June 30, 2019
Balance at December 31, 2018	$	(44,654	)		$	680		$	(15,089	)	$	(59,063	)
Other comprehensive income before reclassifications	45,215				(682		)	—			44,533
Amounts reclassified from accumulated other comprehensive income (loss)	(188		)		—			566			378
Amortization of net unrealized losses on AFS securities transferred to HTM	1,995				—			—			1,995
Balance at June 30, 2019	$	2,368			$	(2	)	$	(14,523	)	$	(12,157	)
Six months ended June 30, 2018
Balance at December 31, 2017	$	(18,509	)		$	458		$	(14,923	)	$	(32,974	)
Other comprehensive loss before reclassifications	(34,275		)		232			—			(34,043		)
Amounts reclassified from accumulated other comprehensive income (loss)	(19		)		—			879			860
Reclassification of stranded tax effects	(3,887		)		—			(3,214		)	(7,101		)
Balance at June 30, 2018	$	(56,690	)		$	690		$	(17,258	)	$	(73,258	)

NOTE 10 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):


•	Level 1 – Inputs that represent quoted prices for identical instruments in active markets.


•	Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.


•	Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

All assets and liabilities measured at fair value on both a recurring and nonrecurring basis, have been categorized into the above three levels. The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:



	June 30, 2019
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	45,754	$	—	$	45,754
Available for sale investment securities:
State and municipal securities	—		316,334		—		316,334
Corporate debt securities	—		195,052		2,370		197,422
Collateralized mortgage obligations	—		899,117		—		899,117
Residential mortgage-backed securities	—		329,275		—		329,275
Commercial mortgage-backed securities	—		440,281		—		440,281
Auction rate securities	—		—		103,365		103,365
Total available for sale investment securities	—		2,180,059		105,735		2,285,794
Other assets:
Investments held in Rabbi Trust	20,811		—		—		20,811
Derivative assets	541		140,353		—		140,894
Total assets	$	21,352	$	2,366,166	$	105,735	$	2,493,253
Other liabilities:
Deferred compensation liabilities	20,811		—		—		20,811
Derivative liabilities	475		77,883		—		78,358
Total liabilities	$	21,286	$	77,883	$	—	$	99,169



	December 31, 2018
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	27,099	$	—	$	27,099
Available for sale investment securities:
U.S. Government sponsored agency securities	—		31,632		—		31,632
State and municipal securities	—		279,095		—		279,095
Corporate debt securities	—		106,258		3,275		109,533
Collateralized mortgage obligations	—		832,080		—		832,080
Residential mortgage-backed securities	—		463,344		—		463,344
Commercial mortgage-backed securities	—		261,616		—		261,616
Auction rate securities	—		—		102,994		102,994
Total available for sale investment securities	—		1,974,025		106,269		2,080,294
Other assets:
Investments held in Rabbi Trust	18,415		—		—		18,415
Derivative assets	392		62,552		—		62,944
Total assets	$	18,807	$	2,063,676	$	106,269	$	2,188,752
Other liabilities:
Deferred compensation liabilities	$	18,415	$	—	$	—	$	18,415
Derivative liabilities	381		48,185		—		48,566
Total liabilities	$	18,796	$	48,185	$	—	$	66,981

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

•

Mortgage loans held for sale – This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of June 30, 2019 and December 31, 2018 were measured based on the price that secondary market investors were offering for loans with similar characteristics. See "Note 7 - Derivative Financial Instruments" for details related to the Corporation’s election to measure assets and liabilities at fair value.

•

Available for sale investment securities – Included in this asset category are debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

Management tests the values provided by the pricing service by obtaining securities prices from an alternative third-party source and comparing the results. This test is performed for at least 95% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.


•	U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed securities – These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.

•

Corporate debt securities – This category consists of subordinated debt and senior debt issued by financial institutions ($175.2 million at June 30, 2019 and $86.1 million at December 31, 2018), single-issuer trust preferred securities issued by financial institutions ($18.3 million at June 30, 2019 and $18.6 million at December 31, 2018), pooled trust preferred securities issued by financial institutions ($0 at June 30, 2019 and $875,000 at December 31, 2018) and other corporate debt issued by non-financial institutions ($3.9 million at June 30, 2019 and December 31, 2018).

Level 2 investments include the Corporation’s holdings of subordinated debt and senior debt, other corporate debt issued by non-financial institutions and $16.0 million and $16.3 million of single-issuer trust preferred securities held at June 30, 2019 and December 31, 2018, respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Level 3 investments include the Corporation’s investments in pooled trust preferred securities ($0 at June 30, 2019 and $875,000 at December 31, 2018) and certain single-issuer trust preferred securities ($2.4 million at June 30, 2019 and December 31, 2018). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.

•

Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime in the next five years. If the assumed return to market liquidity was lengthened beyond the next five years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 fair values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.

•

Investments held in Rabbi Trust – This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1 and are included in other assets on the consolidated balance sheets ($20.8 million at June 30, 2019 and $18.4 million at December 31, 2018).


•	Derivative assets – Fair value of foreign currency exchange contracts classified as Level 1 assets ($331,000 at June 30, 2019 and $392,000 at December 31, 2018). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($2.3 million at June 30, 2019 and $1.2 million at December 31, 2018) and the fair value of interest rate swaps ($138.0 million at June 30, 2019 and $61.4 million at December 31, 2018). The fair values of the Corporation’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 7 - Derivative Financial Instruments," for additional information.

•

Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets ($20.8 million at June 30, 2019 and $18.4 million at December 31, 2018). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.


•	Derivative liabilities – Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($286,000 at June 30, 2019 and $381,000 at December 31, 2018).

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($1.7 million at June 30, 2019 and $1.1 million December 31, 2018) and the fair value of interest rate swaps ($76.2 million at June 30, 2019 and $47.1 million at December 31, 2018).

The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Derivative assets" above.

The following table presents the changes in the Corporation’s available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3):



	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
Three months ended June 30, 2019	(in thousands)
Balance at March 31, 2019	$	770		$	2,430		$	102,810
Sales	(770		)	—			—
Unrealized adjustment to fair value ⁽¹⁾	—			(60		)	555
Balance at June 30, 2019	$	—		$	2,370		$	103,365

Three months ended June 30, 2018
Balance at March 31, 2018	$	865		$	3,095		$	103,049
Unrealized adjustment to fair value ⁽¹⁾	10			102			73
Discount accretion ⁽²⁾	—			3			—
Balance at June 30, 2018	$	875		$	3,200		$	103,122

Six months ended June 30, 2019
Balance at December 31, 2018	$	875		$	2,400		$	102,994
Sales	(770		)	—			—
Unrealized adjustment to fair value ⁽¹⁾	(105		)	(30		)	371
Balance at June 30, 2019	$	—		$	2,370		$	103,365

Six months ended June 30, 2018
Balance at December 31, 2017	$	707		$	3,050		$	98,668
Unrealized adjustment to fair value ⁽¹⁾	168			144			4,454
Discount accretion ⁽²⁾	—			6			—
Balance at June 30, 2018	$	875		$	3,200		$	103,122


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


(2)	Included as a component of "net interest income" on the consolidated statements of income.

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



	June 30, 2019		December 31, 2018
	(in thousands)
Net loans and leases	$	152,451	$	149,846
OREO	7,241		10,518
MSRs	44,916		50,204
Total assets	$	204,608	$	210,568

The valuation techniques used to measure fair value for the items in the table above are as follows:


•	Net loans and leases – This category consists of loans and leases that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.


•	OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.

•

MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the June 30, 2019 valuation were 10.2% and 9.5%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 5 - Mortgage Servicing Rights," for additional information.

The following table presents the carrying amounts and estimated fair values of the Corporation’s financial instruments as of June 30, 2019 and December 31, 2018. A general description of the methods and assumptions used to estimate such fair values follows:



	June 30, 2019
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	498,811	$	498,811	$	—	$	—	$	498,811
FRB and FHLB stock	97,248		—		97,248		—		97,248
Loans held for sale	45,754		—		45,754		—		45,754
Available for sale investment securities	2,285,794		—		2,180,059		105,735		2,285,794
Held to maturity investment securities	567,564		589,728		—		—		589,728
Net Loans and Leases	16,198,225		—		—		16,019,233		16,019,233
Accrued interest receivable	62,984		62,984		—		—		62,984
Other financial assets	318,776		132,356		140,353		46,067		318,776
FINANCIAL LIABILITIES
Demand and savings deposits	$	13,249,017	$	13,249,017	$	—	$	—	$	13,249,017
Brokered deposits	246,116		206,116		40,292		—		246,408
Time deposits	2,893,762		—		2,894,290		—		2,894,290
Short-term borrowings	1,188,390		1,188,390		—		—		1,188,390
Accrued interest payable	9,218		9,218		—		—		9,218
Other financial liabilities	249,381		164,790		77,883		6,708		249,381
FHLB advances and long-term debt	987,416		—		986,336		—		986,336

	December 31, 2018
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	445,687	$	445,687	$	—	$	—	$	445,687
FRB and FHLB stock	79,283		—		79,283		—		79,283
Loans held for sale	27,099		—		27,099		—		27,099
Available for sale investment securities	2,080,294		—		1,974,025		106,269		2,080,294
Held to maturity investment securities	606,679		611,419		—		—		611,419
Net Loans and Leases	16,005,263		—		—		15,446,895		15,446,895
Accrued interest receivable	58,879		58,879		—		—		58,879
Other financial assets	235,782		124,138		62,552		49,092		235,782
FINANCIAL LIABILITIES
Demand and savings deposits	$	13,478,016	$	13,478,016	$	—	$	—	$	13,478,016
Brokered deposits	176,239		176,239		—		—		176,239
Time deposits	2,721,904		—		2,712,296		—		2,712,296
Short-term borrowings	754,777		754,777		—		—		754,777
Accrued interest payable	10,529		10,529		—		—		10,529
Other financial liabilities	218,061		161,003		48,185		8,873		218,061
FHLB advances and long-term debt	992,279		—		970,985		—		970,985

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an

immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation’s consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:



Assets		Liabilities
Cash and cash equivalents		Demand and savings deposits
Accrued interest receivable		Short-term borrowings
		Accrued interest payable

FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets.

As of June 30, 2019, fair values for loans and leases and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans and leases would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans and leases also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consists of demand and saving deposits, which are classified as level 1, and time deposits, which are classified as level 2. The fair value of these deposits are determined in a manner consistent with the respective type of deposits discussed above.

NOTE 11 – 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 (in thousands, except per share data):



	Three months ended June 30				Six months ended June 30
	2019		2018		2019		2018
Weighted average shares outstanding (basic)	168,343		175,764		169,109		175,535
Impact of common stock equivalents	825		1,080		933		1,171
Weighted average shares outstanding (diluted)	169,168		176,844		170,042		176,706
Per share:
Basic	$	0.36	$	0.20	$	0.69	$	0.48
Diluted	0.35		0.20		0.68		0.48

NOTE 12 – Stock-Based Compensation

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

The Corporation also grants equity awards to non-employee members of its board of directors and subsidiary bank boards of directors under the 2011 Directors’ Equity Participation Plan, which was amended and approved by shareholders as the Amended and Restated Directors’ Equity Participation Plan in 2019 ("Directors’ Plan"). Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock, RSUs or common stock. Recent grants of equity awards under the Directors’ Plan have been limited to RSUs.

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

Fair values for RSUs and a majority of PSUs are based on the trading price of the Corporation’s stock on the date of grant and earn dividend equivalents during the vesting period, which are forfeitable if the awards do not vest. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

As of June 30, 2019, the Employee Equity Plan had 10.1 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 264,000 shares reserved for future grants through 2029.

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Compensation expense	$	1,788		$	2,674		$	3,348		$	4,184
Tax benefit	(412		)	(1,075		)	(743		)	(1,536		)
Stock-based compensation expense, net of tax benefit	$	1,376		$	1,599		$	2,605		$	2,648

NOTE 13 – Employee Benefit Plans

The net periodic pension cost for the Corporation’s Defined Benefit Pension Plan ("Pension Plan") consisted of the following components:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Interest cost	$	815		$	696		$	1,630		$	1,527
Expected return on plan assets	(689		)	(573		)	(1,378		)	(1,024		)
Net amortization and deferral	495			551			990			1,215
Net periodic pension cost	$	621		$	674		$	1,242		$	1,718

The components of the net benefit for the Corporation’s Postretirement Benefits Plan ("Postretirement Plan") consisted of the following components:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(in thousands)
Interest cost	$	15		$	12		$	30		$	29
Net accretion and deferral	(139		)	(139		)	(278		)	(280		)
Net periodic benefit	$	(124	)	$	(127	)	$	(248	)	$	(251	)

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

NOTE 14 – Commitments and Contingencies

Commitments

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

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

The outstanding amounts of commitments to extend credit and letters of credit were as follows:



	June 30, 2019		December 31, 2018
	(in thousands)
Commitments to extend credit	$	6,688,574	$	6,306,583
Standby letters of credit	300,262		309,352
Commercial letters of credit	47,368		48,682

The Corporation records a reserve for unfunded lending commitments, which represents management’s estimate of incurred losses associated with unused commitments to extend credit and letters of credit. See "Note 4 - Loans and Leases Allowance for Credit Losses," for additional details.

Residential Lending

The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The Corporation may be required to repurchase specific loans, or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure beyond customary representations and warranties, based on the specific terms of those agreements.

The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of June 30, 2019 and December 31, 2018, the total reserve for losses on residential mortgage loans sold was $2.5 million and $2.1 million, respectively, including reserves for both representation and warranty and credit loss exposures.

Legal Proceedings

The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.

In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation’s practice is to cooperate fully with regulatory and governmental inquiries and investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often

unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation’s business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation’s results of operations in any future period.

BSA/AML Consent Order

As of April 1, 2019, the Corporation and its bank subsidiary, Lafayette Ambassador Bank, were subject to a Cease and Desist Order Issued Upon Consent ("Consent Order") issued on September 4, 2014 by the Board of Governors of the Federal Reserve System (the "Board of Governors") relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on May 23, 2019, the Board of Governors has terminated the Consent Order.

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A., the Corporation’s largest bank subsidiary, received a letter from the U.S. Department of Justice (the "Department") indicating that the Department had initiated an investigation regarding potential violations of fair lending laws (specifically, the Equal Credit Opportunity Act and the Fair Housing Act) by Fulton Bank, N.A. in certain geographies. Fulton Bank, N.A. has been and is cooperating with the Department and responding to the Department’s requests for information. During the third quarter of 2016, the Department informed the Corporation, Fulton Bank, N.A., and three of the Corporation’s other bank subsidiaries, Fulton Bank of New Jersey (which merged with and into Fulton Bank, N.A. effective on May 18, 2019), The Columbia Bank and Lafayette Ambassador Bank, that the Department was expanding its investigation of potential lending discrimination on the basis of race and national origin to encompass additional geographies that were not included in the initial letter from the Department. In addition to requesting information concerning the lending activities of these bank subsidiaries, the Department also requested information concerning the Corporation and the residential mortgage lending activities conducted under the Fulton Mortgage Company brand, the trade name used by all of the Corporation’s bank subsidiaries for residential mortgage lending. The investigation relates to lending activities during the period January 1, 2009 to the present. The Corporation and the identified bank subsidiaries are cooperating with the Department and responding to the Department’s requests for information. The Corporation and its bank subsidiaries are not able at this time to determine the terms on which this investigation will be resolved or the timing of such resolution. Should the investigation result in an enforcement action against the Corporation or its bank subsidiaries, or a settlement with the Department, the ability of the Corporation and its bank subsidiaries to engage in certain expansion or other activities may be restricted.

SEC Investigation

The Corporation is responding to an investigation by the staff of the Division of Enforcement of the SEC regarding certain accounting determinations that could have impacted the Corporation’s reported earnings per share. The Corporation believes that its financial statements filed with the SEC in Forms 10-K and 10-Q present fairly, in all material respects, its financial condition, results of operations and cash flows as of or for the periods ending on their respective dates. The Corporation is cooperating fully with the SEC and at this time cannot predict when or how the investigation will be resolved.

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

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

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:


•	the impact of adverse conditions in the economy and capital markets on the performance of the Corporation’s loan portfolio and demand for the Corporation’s products and services;


•	increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated collection and carrying costs related to such non-performing assets;


•	investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;


•	the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and net interest income;


•	the planned phasing out of LIBOR as a benchmark reference rate;


•	the effects of changes in interest rates on demand for the Corporation’s products and services;


•	the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;


•	the effects of the extensive level of regulation and supervision to which the Corporation and its bank subsidiaries are subject;


•	the effects of the increasing amounts of time and expense associated with regulatory compliance and risk management;


•	the potential for negative consequences from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions and the need to undertake remedial actions;


•	the continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;


•	the effects of, and uncertainty surrounding, new legislation, changes in regulation and government policy, and changes in leadership at the federal banking agencies and in Congress, which could result in significant changes in banking and financial services regulation;


•	the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact money supply and market interest rates;


•	the effects of changes in U.S. federal, state or local tax laws;


•	the effects of negative publicity on the Corporation’s reputation;


•	the effects of adverse outcomes in litigation and governmental or administrative proceedings;


•	the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;


•	the Corporation's ability to achieve intended reductions in the time, expense and resources associated with regulatory compliance from the consolidations of its bank subsidiaries, and the impact of the significant implementation costs the Corporation expects to incur in connection with those consolidations;


•	the Corporation’s ability to achieve its growth plans;


•	completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;


•	the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;


•	the Corporation’s ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;


•	the effects of changes in accounting policies, standards, and interpretations on the Corporation's financial condition and results of operations;


•	the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;


•	the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;


•	the failure or circumvention of the Corporation’s system of internal controls;


•	the loss of, or failure to safeguard, confidential or proprietary information;


•	the Corporation’s failure to identify and to address cyber-security risks, including data breaches and cyber-attacks;


•	the Corporation’s ability to keep pace with technological changes;


•	the Corporation’s ability to attract and retain talented personnel;


•	capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s ability to generate capital internally or raise capital on favorable terms;


•	the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions; and


•	the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets.

Additional information regarding these as well as other factors that could affect future financial results can be found in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, and elsewhere in this Report, including in Note 14 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

Overview

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

The following table presents a summary of the Corporation’s earnings and selected performance ratios:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
Net income (in thousands)	$	59,779		$	35,197		$	116,442		$	84,677
Diluted net income per share	$	0.35		$	0.20		$	0.68		$	0.48
Return on average assets	1.14		%	0.70		%	1.12		%	0.86		%
Return on average equity	10.42		%	6.28		%	10.28		%	7.64		%
Return on average tangible equity ⁽¹⁾	13.60		%	8.23		%	13.44		%	10.02		%
Net interest margin ⁽²⁾	3.44		%	3.39		%	3.46		%	3.37		%
Efficiency ratio ⁽¹⁾	64.2		%	63.3		%	64.1		%	65.3		%
Non-performing assets to total assets	0.73		%	0.67		%	0.73		%	0.67		%
Annualized net (recoveries) charge-offs to average loans	(0.04		)%	1.01		%	0.03		%	0.56		%


(1)	Ratio represents a financial measure derived by methods other than U.S. Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" at the end of this "Overview" section.


(2)	Presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion.

The following is a summary of financial results for the three and six months ended June 30, 2019:

•

Net Income and Net Income Per Share Growth - Net income was $59.8 million and $116.4 million for the three and six months ended June 30, 2019, respectively. For the three months ended June 30, 2019, net income increased $24.6 million, or 69.8%, compared to the same period in 2018. Diluted net income per share for the three months ended June 30, 2019 increased $0.15, or 75.0%, to $0.35, compared to $0.20 for the same period in 2018. For the six months ended June 30, 2019, net income increased $31.8 million, or 37.5%, compared to the same period in 2018. Diluted net income per share for the six months ended June 30, 2019 increased $0.20, or 41.7%, to $0.68, compared to $0.48 for the same period in 2018.

During the three months ended June 30, 2018, the Corporation recorded a provision of $36.8 million for a credit loss arising from a single, large commercial lending relationship ("Commercial Relationship"), impacting net income and diluted net income per share in both periods of 2018.

•

Net Interest Income Growth - Net interest income increased $8.5 million, or 5.4%, and $20.5 million, or 6.7%, for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018. The increases resulted from 5 and 9 basis point increases, respectively, in net interest margin during the three and six months ended June 30, 2019 and were largely driven by the impact of increases in the federal funds target rate ("Fed Funds Rate") during 2018, as well as growth in average interest-earning assets, primarily loans.


◦	Net Interest Margin - For the three and six months ended June 30, 2019, the net interest margin increases were driven by 33 and 38 basis point increases, respectively, in yields on interest-earning assets, partially offset by 30 and 31 basis point increases, respectively, in the cost of funds.


◦	Loan Growth - Average loans were $547.7 million, or 3.5%, and $540.6 million, or 3.4%, higher for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018. The most notable increases were in the residential mortgage, commercial and consumer loan portfolios.


◦	Deposit Growth - Average deposits grew $858.0 million, or 5.5%, and $856.7 million, or 5.5%, for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018.

•

Asset Quality - Annualized net (recoveries)/charge-offs to average loans outstanding were (0.04)% and 0.03% for the three and six months ended June 30, 2019, respectively, compared to 1.01% and 0.56% for the same periods in 2018, respectively. During the second quarter of 2018, the Corporation charged off $33.9 million and recorded a provision of $36.8 million for a credit loss related to the Commercial Relationship. The provision for credit losses for the three and six months ended June 30, 2019 was $5.0 million and $10.1 million, respectively, compared to $33.1 million and $37.1 million, respectively, for the same periods in 2018.


•	Non-interest Income - For the three and six months ended June 30, 2019, non-interest income, excluding investment securities gains, increased $5.0 million, or 10.3%, and $5.9 million, or 6.2%, respectively, as compared to the same periods in 2018. Increases were experienced during both periods in wealth management income, commercial banking income, mortgage banking income and consumer banking.

•

Non-interest Expense - Non-interest expense increased $10.8 million, or 8.1%, and $12.0 million, or 4.4%, for the three and six months ended June 30, 2019, respectively, in comparison to the same periods in 2018. Increases in salaries and employee benefits, other outside services and net occupancy expense were partially offset by decreases in various other categories. Non-interest expense for the three and six months ended June 30, 2019 included $5.1 million and $6.6 million, respectively, of expenses related to consolidation of the Corporation's bank subsidiaries.

•

Income Taxes - Income tax expense was $9.9 million and $20.4 million for the three and six months ended June 30, 2019, respectively, resulting in effective tax rates ("ETR"), or income taxes as a percentage of income before income taxes, of 14.2% and 14.9%, respectively, as compared to 9.0% and 11.1% for the same periods in 2018, respectively. The increases in the ETR resulted primarily from higher income before income taxes. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, which has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of the Corporation and companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures at other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety. Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure:



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(dollars in thousands)
Return on average tangible equity
Net income	$	59,779		$	35,197		$	116,442		$	84,677
Plus: Intangible amortization, net of tax	85			—			170			—
Numerator	$	59,864		$	35,197		$	116,612		$	84,677

Average common shareholders' equity	$	2,301,258		$	2,246,904		$	2,283,278		$	2,235,821
Less: Average goodwill and intangible assets	(535,301		)	(531,556		)	(533,544		)	(531,556		)
Denominator	$	1,765,957		$	1,715,348		$	1,749,734		$	1,704,265

Return on average tangible equity, annualized	13.60		%	8.23		%	13.44		%	10.02		%

Efficiency ratio
Non-interest expense	$	144,168		$	133,345		$	281,992		$	270,006
Less: Intangible amortization	(107		)	—			(214		)	—
Less: Amortization of tax credit investments	(1,492		)	(1,637		)	(2,983		)	(3,274		)
Numerator	$	142,569		$	131,708		$	278,795		$	266,732

Net interest income (fully taxable equivalent) ⁽¹⁾	$	167,796		$	159,027		$	334,360		$	313,259
Plus: Total non-interest income	54,315			49,094			101,066			94,946
Less: Investment securities gains, net	(176		)	(4		)	(241		)	(23		)
Denominator	$	221,935		$	208,117		$	435,185		$	408,205

Efficiency ratio	64.2		%	63.3		%	64.1		%	65.3		%


(1)	Presented on a fully taxable equivalent ("FTE") basis, using a 21% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion and Analysis.

Three months ended June 30, 2019 compared to the three months ended June 30, 2018

Net Interest Income

FTE net interest income increased $8.8 million, to $167.8 million, in the three months ended June 30, 2019, from $159.0 million in the same period in 2018. The increase was due to a 5 basis point increase in the net interest margin, to 3.44%, and a $764.4 million, or 4.1%, increase in average interest-earning assets. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.



	Three months ended June 30
	2019								2018
	Average Balance			Interest			Yield/ Rate		Average Balance			Interest			Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Loans and leases, net of unearned income ⁽¹⁾	$	16,316,076		$	190,693		4.69	%	$	15,768,377		$	170,005		4.32	%
Taxable investment securities⁽²⁾	2,348,443			15,935			2.71		2,262,789			13,885			2.45
Tax-exempt investment securities⁽²⁾	444,227			4,140			3.70		408,715			3,713			3.63
Total investment securities	2,792,670			20,075			2.87		2,671,504			17,598			2.63
Loans held for sale	24,568			350			5.71		22,237			284			5.11
Other interest-earning assets	409,617			2,168			2.12		316,381			1,243			1.57
Total interest-earning assets	19,542,931			213,286			4.37		18,778,499			189,130			4.04
Noninterest-earning assets:
Cash and due from banks	116,285								100,811
Premises and equipment	240,666								232,048
Other assets	1,321,057								1,112,913
Less: Allowance for loan and lease losses	(163,909		)						(160,896		)
Total Assets	$	21,057,030							$	20,063,375
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	4,186,280		$	8,172		0.78	%	$	3,952,115		$	4,959		0.50	%
Savings and money market deposits	4,925,788			10,549			0.86		4,538,083			5,545			0.49
Brokered deposits	246,154			1,582			2.58		85,242			395			1.87
Time deposits	2,816,424			12,245			1.74		2,660,410			8,385			1.26
Total interest-bearing deposits	12,174,646			32,548			1.07		11,235,850			19,284			0.69
Short-term borrowings	941,504			4,462			1.89		1,023,160			3,036			1.18
Federal Home Loan Bank ("FHLB") advances and other long-term debt	1,051,919			8,480			3.23		945,177			7,783			3.30
Total interest-bearing liabilities	14,168,069			45,490			1.29		13,204,187			30,103			0.91
Noninterest-bearing liabilities:
Demand deposits	4,200,810								4,281,574
Other	386,893								330,710
Total Liabilities	18,755,772								17,816,471
Shareholders’ equity	2,301,258								2,246,904
Total Liabilities and Shareholders’ Equity	$	21,057,030							$	20,063,375
Net interest income/net interest margin (FTE)				167,796			3.44	%				159,027			3.39	%
Tax equivalent adjustment				(3,252		)						(2,960		)
Net interest income				$	164,544							$	156,067


(1)	Average balance includes non-performing loans.


(2)	Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

Note: The weighted average interest rate on total average interest-bearing liabilities and average non-interest bearing demand deposits ("cost of funds") was 0.99% and 0.69% for the three months ended June 30, 2019 and 2018, respectively.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in rates for the three months ended June 30, 2019 in comparison to the same period in 2018:



	2019 vs. 2018 Increase (Decrease) due to change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans and leases, net of unearned income	$	6,049		$	14,639		$	20,688
Taxable investment securities	540			1,510			2,050
Tax-exempt investment securities	346			81			427
Loans held for sale	31			35			66
Other interest-earning assets	425			500			925
Total interest income	$	7,391		$	16,765		$	24,156
Interest expense on:
Demand deposits	$	308		$	2,905		$	3,213
Savings and money market deposits	510			4,494			5,004
Brokered deposits	986			201			1,187
Time deposits	521			3,339			3,860
Short-term borrowings	(256		)	1,682			1,426
FHLB advances and other long-term debt	863			(166		)	697
Total interest expense	$	2,932		$	12,455		$	15,387

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Interest rate increases on both interest-earning assets and interest-bearing liabilities and the corresponding increases in FTE interest income and interest expense were largely the result of Fed Funds Rate increases during 2018. The increases in the Fed Funds Rate resulted in corresponding increases to the index rates for the Corporation's variable and adjustable rate loans, primarily the prime rate and the London Interbank Offered Rate ("LIBOR").

As summarized above, the 33 basis point increase in the yield on average interest-earning assets resulted in a $16.8 million increase in FTE interest income. The yield on the loan and lease portfolio increased 37 basis points, or 8.6%, from the second quarter of 2018, as all variable and certain adjustable rate loans repriced to higher rates and yields on new loan originations generally exceeded the average yield on the loan portfolio. Adjustable rate loans reprice on dates specified in the loan agreements, which may be later than the date the Fed Funds Rate and related loan index rates increase or decrease. As such, the impact of changes in index rates on adjustable rate loans may not be fully realized until future periods. Additionally, the increase in average interest-earning assets, primarily loans, since the second quarter of 2018, resulted in a $7.4 million increase in FTE interest income.

Interest expense increased $15.4 million primarily due to the 38 basis point increase in the rate on average interest-bearing liabilities. The rates on average interest-bearing demand deposits and savings and money market deposits increased 28 and 37 basis points, respectively, which contributed $2.9 million and $4.5 million to the increase in interest expense, respectively. In addition, the 48 basis point and 71 basis point increases in the rates on time deposits and short-term borrowings, respectively, contributed $3.3 million and $1.7 million to the increase in interest expense, respectively.

Average loans and leases and average FTE yields, by type, are summarized in the following table:



	Three months ended June 30								Increase (Decrease)
	2019				2018				in Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	6,424,213	4.67	%	$	6,298,534	4.34	%	$	125,679		2.0	%
Commercial – industrial, financial and agricultural	4,440,860		4.73		4,335,097		4.27		105,763			2.4
Real estate – residential mortgage	2,366,685		4.09		2,026,161		3.89		340,524			16.8
Real estate – home equity	1,404,141		5.35		1,502,936		4.83		(98,795		)	(6.6	)
Real estate – construction	943,080		5.29		978,327		4.40		(35,247		)	(3.6	)
Consumer	445,666		4.38		345,572		4.43		100,094			29.0
Equipment lease financing	279,619		4.45		272,298		4.59		7,321			2.7
Other	11,812		—		9,452		—		2,360			25.0
Total loans and leases	$	16,316,076	4.69	%	$	15,768,377	4.32	%	$	547,699		3.5	%

Average loans and leases increased $547.7 million, or 3.5%, compared to the same period of 2018. The increase was driven largely by growth in the residential and commercial mortgage loan portfolios, as well as the commercial and consumer portfolios. The $340.5 million, or 16.8%, increase in residential mortgages was experienced across all geographic markets, with the most significant increases occurring in the Virginia and New Jersey markets. The $125.7 million, or 2.0%, increase in commercial mortgages occurred primarily in the Maryland, Delaware and Virginia markets, partially offset by decreases in the New Jersey and Pennsylvania markets. The $105.8 million, or 2.4%, increase in commercial loans was realized primarily in the Delaware, New Jersey, Maryland and Pennsylvania markets. Consumer loans increased $100.1 million, or 29.0%, across all geographic markets.

Average deposits and average interest rates, by type, are summarized in the following table:



	Three months ended June 30								Increase (Decrease) in Balance
	2019				2018				Increase (Decrease) in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,200,810	—	%	$	4,281,574	—	%	$	(80,764	)	(1.9	)%
Interest-bearing demand	4,186,280		0.78		3,952,115		0.50		234,165			5.9
Savings and money market accounts	4,925,788		0.86		4,538,083		0.49		387,705			8.5
Total demand and savings	13,312,878		0.56		12,771,772		0.34		541,106			4.2
Brokered deposits	246,154		2.58		85,242		1.87		160,912			N/M
Time deposits	2,816,424		1.74		2,660,410		1.26		156,014			5.9
Total deposits	$	16,375,456	0.80	%	$	15,517,424	0.50	%	$	858,032		5.5	%

N/M - Not meaningful

Average total demand and savings accounts increased $541.1 million, or 4.2%, driven by increases in savings and money market deposits and interest-bearing demand deposits. The overall increase in total demand and savings deposits was primarily due to a $237.2 million, or 3.7%, increase in consumer account balances, a $222.2 million, or 10.6%, increase in municipal account balances and an $89.6 million, or 2.2%, increase in business account balances.

Average brokered deposits increased $160.9 million, which was the result of the introduction of new brokered deposit programs in 2018. Average time deposits increased $156.0 million, or 5.9%, primarily driven by promotional rate offerings.

The average cost of total deposits increased 30 basis points, to 0.80%, for the second quarter of 2019, compared to 0.50% for the same period of 2018, mainly as a result of the Fed Funds Rate increases during 2018.

Average borrowings and interest rates, by type, are summarized in the following table:



	Three months ended June 30								Increase (Decrease)
	2019				2018				in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Short-term borrowings:
Total short-term customer funding⁽¹⁾	$	344,867	0.77	%	$	478,325	0.41	%	$	(133,458	)	(27.9	)%
Federal funds purchased	181,769		2.41		398,297		1.79		(216,528		)	(54.4	)
Short-term FHLB advances and other borrowings ⁽²⁾	414,868		2.58		146,538		2.03		268,330			N/M
Total short-term borrowings	941,504		1.89		1,023,160		1.18		(81,656		)	(8.0	)
Long-term debt:
FHLB advances	664,656		2.49		558,655		2.48		106,001			19.0
Other long-term debt	387,263		4.49		386,522		4.48		741			0.2
Total long-term debt	1,051,919		3.23		945,177		3.30		106,742			11.3
Total borrowings	$	1,993,423	2.59	%	$	1,968,337	2.20	%	$	25,086		1.3	%

(1) Includes repurchase agreements and short-term promissory notes.

(2) Consists of FHLB borrowings with original term of less than one year.

N/M - Not meaningful

Average total short-term borrowings decreased $81.7 million, or 8.0%, primarily as a result of a $216.5 million, or 54.4%, decrease in federal funds purchased and a $133.5 million, or 27.9%, decrease in short-term customer funding, partially offset by a $268.3 million increase in short-term FHLB advances and other borrowings during the second quarter of 2019.

Average total long-term debt increased $106.7 million, or 11.3%, during the second quarter of 2019, compared to the same period of 2018, primarily as a result of an increase in average FHLB advances.

Provision for Credit Losses

The provision for credit losses was $5.0 million for the second quarter of 2019, a decrease of $28.1 million from the same period of 2018. The $33.1 million provision for credit losses in the second quarter of 2018 was driven by the $36.8 million provision for credit loss arising from the Commercial Relationship.

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

Non-Interest Income

The following table presents the components of non-interest income:



	Three months ended June 30				Increase (Decrease)
	2019		2018		$			%
	(dollars in thousands)
Wealth management income	$	14,153	$	12,803	$	1,350		10.5	%
Commercial banking income:
Merchant and card income	6,512		6,155		357			5.8
Cash management fees	4,638		4,452		186			4.2
Commercial loan interest rate swap fees	3,477		2,393		1,084			45.3
Other commercial banking income	3,815		3,431		384			11.2
Total commercial banking income	18,442		16,431		2,011			12.2
Consumer banking income:
Card income	5,047		4,708		339			7.2
Overdraft fees	4,413		4,268		145			3.4
Other consumer banking income	2,907		2,955		(48		)	(1.6	)
Total consumer banking income	12,367		11,931		436			3.7
Mortgage banking income:
Gains on sales of mortgage loans	5,180		3,852		1,328			34.5
Mortgage servicing income	1,413		1,311		102			7.8
Total mortgage banking income	6,593		5,163		1,430			27.7
Other income	2,584		2,762		(178		)	(6.4	)
Total, excluding investment securities gains, net	54,139		49,090		5,049			10.3
Investment securities gains, net	176		4		172			N/M
Total non-interest income	$	54,315	$	49,094	$	5,221		10.6	%

N/M - Not meaningful

Excluding net investment securities gains, non-interest income increased $5.0 million, or 10.3%, in the second quarter of 2019 as compared to the same period in 2018. Wealth management income increased $1.4 million, or 10.5%, resulting primarily from growth in brokerage income due to an increase in client asset levels and improved overall market performance.

Total commercial banking income increased $2.0 million, or 12.2%, compared to the same period in 2018, driven by increases in commercial loan interest rate swap fees and merchant and card income. Commercial loan interest rate swap fees tend to fluctuate from period to period based on new commercial loan originations volumes, the current interest rate environment and the shape of the yield curve, among other factors.

Total consumer banking income increased $436,000, or 3.7%, compared to the same period in 2018, with increases in card income, consisting of both debit and credit cards, and overdraft fees.

Mortgage banking income increased $1.4 million, or 27.7%, with increases in both gains on sales of mortgage loans and mortgage servicing income. The increase in gains on sales of mortgage loans was driven by increases in volumes of loans sold, and higher spreads on sales.

Non-Interest Expense

The following table presents the components of non-interest expense:



	Three months ended June 30				Increase (Decrease)
	2019		2018		$			%
	(dollars in thousands)
Salaries and employee benefits	$	78,991	$	74,919	$	4,072		5.4	%
Net occupancy expense	14,469		12,760		1,709			13.4
Data processing and software	11,268		10,453		815			7.8
Other outside services	11,259		7,568		3,691			48.8
Equipment expense	3,299		3,434		(135		)	(3.9	)
Professional fees	2,970		2,372		598			25.2
Marketing	2,863		2,335		528			22.6
FDIC insurance expense	2,755		2,663		92			3.5
State taxes	2,480		2,454		26			1.1
Amortization of tax credit investments	1,492		1,637		(145		)	(8.9	)
Intangible amortization	107		—		107			100.0
Other	12,215		12,750		(535		)	(4.2	)
Total non-interest expense	$	144,168	$	133,345	$	10,823		8.1	%

In the second quarter of 2019, $5.1 million of expenses were incurred related to consolidation of the Corporation's bank subsidiaries, as compared to $410,000 in the second quarter of 2018, a $4.7 million increase. The 2019 expenses were primarily in salaries and benefits ($1.6 million) and other outside services ($2.7 million). Excluding these consolidation expenses, non-interest expense increased $6.1 million, or 4.6%.

The following provides explanations for the more significant fluctuations in expense levels, by category:

•

The $4.1 million, or 5.4%, increase in salaries and employee benefits reflects the net impact of a $2.8 million increase in employee salaries, due mainly to annual merit increases and incentive compensation expense. Benefits increased $1.3 million, primarily due to higher severance costs, related to consolidation of the Corporation's bank subsidiaries, which were partially offset by a decrease in health insurance expense due to favorable claims experience.


•	Net occupancy expense increased $1.7 million, or 13.4%, due to the addition of properties in 2019, as well as certain other expenses.


•	Data processing and software increased $815,000, or 7.8%, reflecting higher transaction volumes.


•	Other outside services increased $3.7 million, or 48.8%, largely due to costs associated with consolidation of the Corporation's bank subsidiaries and consulting services related to various banking and technology initiatives.


•	Professional fees increased $598,000, or 25.2%, primarily due to higher legal fees. The Corporation incurs fees related to various legal matters in the normal course of business. These fees can fluctuate based on the timing and extent of these matters.


•	Marketing expense increased $528,000, or 22.6%, due to the timing of various promotions and rebranding related to consolidation of the Corporation's bank subsidiaries.


•	Intangible amortization increased $107,000 as a result of the acquisition of the assets of a wealth management business with approximately $250 million in assets under management or administration, which was completed in January 2019.

Income Taxes

Income tax expense for the three months ended June 30, 2019 was $9.9 million, a $6.4 million increase from $3.5 million for the same period in 2018. The Corporation’s ETR was 14.2% for the three months ended June 30, 2019, as compared to 9.0% in the

same period of 2018. The increase in income tax expense and ETR primarily resulted from higher income before taxes as compared to the same period of 2018. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Net Interest Income

FTE net interest income increased $21.1 million, to $334.4 million, in the six months ended June 30, 2019, from $313.3 million in the same period in 2018. The increase was due to a 9 basis point increase in the net interest margin, to 3.46%, and a $737.8 million, or 3.9%, increase in average interest-earning assets. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.



	Six months ended June 30
	2019								2018
	Average Balance			Interest (1)			Yield/ Rate		Average Balance			Interest (1)			Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Loans and leases, net of unearned income ⁽²⁾	$	16,255,562		$	376,815		4.67	%	$	15,715,001		$	332,267		4.26	%
Taxable investment securities ⁽³⁾	2,317,257			31,370			2.71		2,230,991			27,078			2.43
Tax-exempt investment securities ⁽³⁾	444,180			8,290			3.71		410,761			7,466			3.64
Equity securities ⁽³⁾	—			—			—		253			5			8.30
Total investment securities	2,761,437			39,660			2.87		2,642,005			34,549			2.62
Loans held for sale	20,523			590			5.76		21,132			500			4.73
Other interest-earning assets	388,016			4,170			2.16		309,620			2,415			1.56
Total interest-earning assets	19,425,538			421,235			4.36		18,687,758			369,731			3.98
Noninterest-earning assets:
Cash and due from banks	113,504								103,258
Premises and equipment	238,905								231,152
Other assets	1,259,388								1,113,118
Less: Allowance for loan and lease losses	(162,624		)						(165,035		)
Total Assets	$	20,874,711							$	19,970,251
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	4,170,221		$	15,691		0.76	%	$	3,955,485		$	8,963		0.46	%
Savings and money market deposits	4,919,357			20,511			0.84		4,516,384			9,912			0.44
Brokered deposits	233,206			2,964			2.56		79,665			671			1.70
Time deposits	2,791,254			23,071			1.67		2,653,634			16,188			1.23
Total interest-bearing deposits	12,114,038			62,237			1.04		11,205,168			35,734			0.64
Short-term borrowings	881,115			8,044			1.83		960,348			5,077			1.06
FHLB advances and other long-term debt	1,027,328			16,594			3.24		966,129			15,661			3.25
Total interest-bearing liabilities	14,022,481			86,875			1.25		13,131,645			56,472			0.87
Noninterest-bearing liabilities:
Demand deposits	4,211,782								4,263,968
Other	357,170								338,817
Total Liabilities	18,591,433								17,734,430
Shareholders’ equity	2,283,278								2,235,821
Total Liabilities and Shareholders’ Equity	$	20,874,711							$	19,970,251
Net interest income/net interest margin (FTE)				334,360			3.46	%				313,259			3.37	%
Tax equivalent adjustment				(6,501		)						(5,874		)
Net interest income				$	327,859							$	307,385


(1)	Average balance includes non-performing loans.


(2)	Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

Note: The weighted average interest rate on total average interest-bearing liabilities and average non-interest bearing demand deposits ("cost of funds") was 0.96% and 0.65% for the six months ended June 30, 2019 and 2018, respectively.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in rates for the six months ended June 30, 2019 in comparison to the same period in 2018:



	2019 vs. 2018 Increase (Decrease) due to change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans, net of unearned income	$	11,745		$	32,803		$	44,548
Taxable investment securities	1,080			3,212			4,292
Tax-exempt investment securities	670			154			824
Equity securities	(3		)	(2		)	(5		)
Loans held for sale	(14		)	104			90
Other interest-earning assets	704			1,051			1,755
Total interest income	$	14,182		$	37,322		$	51,504
Interest expense on:
Demand deposits	$	519		$	6,209		$	6,728
Savings and money market deposits	958			9,641			10,599
Brokered deposits	1,819			474			2,293
Time deposits	873			6,010			6,883
Short-term borrowings	(444		)	3,411			2,967
FHLB advances and other long-term debt	985			(52		)	933
Total interest expense	$	4,710		$	25,693		$	30,403

As summarized above, the 38 basis point increase in the yield on average interest-earning assets resulted in a $37.3 million increase in FTE interest income. The yield on the loan portfolio increased 41 basis points, or 9.6%, from the same period of 2018, as all variable and certain adjustable rate loans repriced to higher rates and yields on new loan originations generally exceeded the average yield on the loan portfolio. Adjustable rate loans reprice on dates specified in the loan agreements, which may be later than the date the Fed Funds Rate and related loan index rates increase or decreases. As such, the impact of changes in index rates on adjustable rate loans may not be fully realized until future periods.

Interest expense increased $30.4 million, primarily due to the 38 basis point increase in the rate on average interest-bearing liabilities. The rates on average interest-bearing demand deposits, savings and money market deposits and time deposits increased 30, 40 and 44 basis points, respectively. These rate increases contributed $6.2 million, $9.6 million and $6.0 million to the increase in interest expense, respectively. The volume of brokered deposits increased, contributing $1.8 million to the increase in interest expense. In addition, the 77 basis point increase in the rate on short-term borrowings resulted in a $3.4 million increase to interest expense, partially offset by a $444,000 decrease as a result of a $79.2 million decrease in average short-term borrowings.

Average loans and leases and average FTE yields, by type, are summarized in the following table:



	Six months ended June 30								Increase (Decrease)
	2019				2018				in Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	6,401,305	4.68	%	$	6,302,157	4.25	%	$	99,148		1.6	%
Commercial – industrial, financial and agricultural	4,451,677		4.68		4,311,994		4.21		139,683			3.2
Real estate – residential mortgage	2,321,897		5.34		1,992,520		4.74		329,377			16.5
Real estate – home equity	1,418,776		4.07		1,520,855		3.87		(102,079		)	(6.7	)
Real estate – construction	936,699		5.06		981,269		4.31		(44,570		)	(4.5	)
Consumer	435,131		4.43		330,831		4.54		104,300			31.5
Equipment lease financing	278,290		4.42		266,571		4.56		11,719			4.4
Other	11,787		—		8,804		—		2,983			33.9
Total loans and leases	$	16,255,562	4.67	%	$	15,715,001	4.26	%	$	540,561		3.4	%

Average loans and leases increased $540.6 million, or 3.4%, compared to the first six months of 2018. The increase was driven largely by growth in the residential mortgage and commercial loan portfolios, as well as the consumer, commercial mortgage and equipment lease financing portfolios. The $329.4 million, or 16.5%, increase in residential mortgages was experienced across all geographic markets, with the most significant increases occurring in the Virginia and New Jersey markets. The $139.7 million, or 3.2%, increase in commercial loans was realized primarily in the Delaware, Maryland, Pennsylvania and New Jersey markets. Consumer loans increased $104.3 million, or 31.5%, across all geographic markets.

Average deposits and average interest rates, by type, are summarized in the following table:



	Six months ended June 30								Increase (Decrease) in Balance
	2019				2018				Increase (Decrease) in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,211,782	—	%	$	4,263,968	—	%	$	(52,186	)	(1.2	)%
Interest-bearing demand	4,170,221		0.76		3,955,485		0.46		214,736			5.4
Savings and money market accounts	4,919,357		0.84		4,516,384		0.44		402,973			8.9
Total demand and savings	13,301,360		0.55		12,735,837		0.30		565,523			4.4
Brokered deposits	233,206		2.56		79,665		1.70		153,541			N/M
Time deposits	2,791,254		1.67		2,653,634		1.23		137,620			5.2
Total deposits	$	16,325,820	0.77	%	$	15,469,136	0.47	%	$	856,684		5.5	%

N/M - Not meaningful

Average total demand and savings accounts increased $565.5 million, or 4.4%, driven by increases in savings and money market deposits and interest-bearing demand deposits. The increase in total demand and savings deposits was primarily due to a $268.0 million, or 4.2%, increase in consumer account balances, a $206.3 million, or 9.7%, increase in municipal account balances and a $94.9 million, or 2.2%, increase in business account balances.

Average brokered deposits increased $153.5 million, which was the result of the introduction of new brokered deposit programs in 2018. Average time deposits increased $137.6 million, or 5.2%, primarily driven by promotional rate offerings.

The average cost of total deposits increased 30 basis points, to 0.77%, for the first six months of 2019, compared to 0.47% for the same period in 2018, mainly as a result of the Fed Funds Rate increases during 2018.

Average borrowings and interest rates, by type, are summarized in the following table:



	Six months ended June 30								Increase (Decrease)
	2019				2018				in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Short-term borrowings:
Total short-term customer funding⁽¹⁾	$	492,209	1.26	%	$	481,707	0.41	%	$	10,502		2.2	%
Federal funds purchased	169,514		2.42		389,111		1.65		(219,597		)	(56.4	)
Short-term FHLB advances and other borrowings⁽²⁾	219,392		2.64		89,530		1.95		129,862			145.0
Total short-term borrowings	881,115		1.83		960,348		1.06		(79,233		)	(8.3	)
Long-term debt:
FHLB advances	640,136		2.49		579,702		2.45		60,434			10.4
Other long-term debt	387,192		4.49		386,427		4.47		765			0.2
Total long-term debt	1,027,328		3.24		966,129		3.25		61,199			6.3
Total borrowings	$	1,908,443	2.59	%	$	1,926,477	2.16	%	$	(18,034	)	(0.9	)%

(1) Includes repurchase agreements and short-term promissory notes.

(2) Consists of FHLB borrowings with original term of less than one year.

Average total short-term borrowings decreased $79.2 million, or 8.3%, during the first six months of 2019, primarily as a result of a $219.6 million, or 56.4%, decrease in federal funds purchased, partially offset by a $129.9 million, or 145.0%, increase in short-term FHLB advances.

Provision for Credit Losses

The provision for credit losses was $10.1 million for the first six months of 2019, a decrease of $27.0 million from the same period of 2018. The $37.1 million provision for credit losses in the first half of 2018 was driven by the $36.8 million provision for credit losses recorded in the second quarter of 2018 for the Commercial Relationship.

Non-Interest Income

The following table presents the components of non-interest income:



	Six months ended June 30				Increase (decrease)
	2019		2018		$			%
	(dollars in thousands)
Wealth management income	$	27,392	$	25,674	$	1,718		6.7	%
Commercial banking income:
Merchant and card income	12,070		11,463		607			5.3
Cash management fees	8,999		8,770		229			2.6
Commercial loan interest rate swap fees	5,505		3,684		1,821			49.4
Other commercial banking income	6,631		6,471		160			2.5
Total commercial banking income	33,205		30,388		2,817			9.3
Consumer banking income:
Card income	9,733		9,149		584			6.4
Overdraft fees	8,517		8,509		8			0.1
Other consumer banking income	5,494		5,682		(188		)	(3.3	)
Total consumer banking income	23,744		23,340		404			1.7
Mortgage banking income:
Gains on sales of mortgage loans	8,302		6,499		1,803			27.7
Mortgage servicing income	3,063		2,857		206			7.2
Total mortgage banking income	11,365		9,356		2,009			21.5
Other income	5,119		6,188		(1,069		)	(17.3	)
Total, excluding investment securities gains, net	100,825		94,946		5,879			6.2
Investment securities gains, net	241		23		218			N/M
Total non-interest income	$	101,066	$	94,969	$	6,097		6.4	%

N/M - Not meaningful

Excluding net investment securities gains, non-interest income increased $5.9 million, or 6.2%, in the first six months of 2019 as compared to the same period in 2018. Wealth management income increased $1.7 million, or 6.7%, resulting primarily from growth in brokerage income due to an increase in client asset levels and improved overall market performance.

Total commercial banking income increased $2.8 million, or 9.3%, compared to the same period in 2018, driven by increases in commercial loan interest rate swap fees and merchant and card income.

Total consumer banking income increased $404,000, or 1.7%, compared to the same period in 2018, driven by card income.

Mortgage banking income increased $2.0 million, or 21.5%, with increases in both gains on the sales of mortgage loans and mortgage servicing income. The increase in gains on sales of mortgage loans resulted from increases in volumes of loans sold and higher spreads on sales.

Non-Interest Expense

The following table presents the components of non-interest expense:



	Six months ended June 30				Increase (Decrease)
	2019		2018		$			%
	(dollars in thousands)
Salaries and employee benefits	$	156,748	$	150,687	$	6,061		4.0	%
Net occupancy expense	27,378		26,392		986			3.7
Data processing and software	21,621		20,926		695			3.3
Other outside services	19,611		15,692		3,919			25.0
Professional fees	6,930		7,188		(258		)	(3.6	)
Equipment expense	6,641		6,968		(327		)	(4.7	)
FDIC insurance expense	5,364		5,616		(252		)	(4.5	)
Marketing	5,023		4,585		438			9.6
State taxes	4,482		4,756		(274		)	(5.8	)
Amortization of tax credit investments	2,983		3,274		(291		)	(8.9	)
Intangible amortization	214		—		214			100.0
Other	24,997		23,922		1,075			4.5
Total non-interest expense	$	281,992	$	270,006	$	11,986		4.4	%

In the first six months of 2019, $6.6 million of expenses were incurred related to consolidation of the Corporation's bank subsidiaries, as compared to $900,000 in the same period of 2018, a $5.7 million increase. The 2019 expenses were primarily in salaries and benefits ($1.6 million) and other outside services ($4.0 million). Excluding these consolidation expenses from both periods, non-interest expense increased $6.3 million, or 2.3%.

The following provides explanations for the more significant fluctuations in expense levels, by category:


•	The $6.1 million, or 4.0%, increase in salaries and employee benefits reflects the net impact of a $4.3 million increase in employee salaries, due mainly to annual merit increases and incentive compensation expense. Benefits increased $1.8 million, primarily due to higher severance expenses in 2019, related to consolidation of the Corporation's bank subsidiaries.


•	Net occupancy expense increased $986,000, or 3.7%, due mainly to the addition of new properties and the timing of certain expenses.


•	Data processing and software increased $695,000, or 3.3%, reflecting higher transaction volumes.


•	Other outside services increased $3.9 million, or 25.0%, largely due to costs associated with consolidation of the Corporation's bank subsidiaries and consulting services related to various banking and technology initiatives.


•	Intangible amortization increased $214,000 as a result of the acquisition of the assets of a wealth management business with approximately $250 million in assets under management or administration, which was completed in January 2019.

Income Taxes

Income tax expense for the first six months of 2019 was $20.4 million, a $9.8 million increase from $10.6 million for the same period in 2018. The Corporation’s ETR was 14.9% for the six months ended June 30, 2019, as compared to 11.1% in the same period of 2018. The increase in income tax expense and ETR primarily resulted from higher income before taxes as compared to the same period in 2018. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.



	June 30, 2019		December 31, 2018		Increase (Decrease)
	June 30, 2019		December 31, 2018		$			%
	(dollars in thousands)
Assets
Cash and cash equivalents	$	498,811	$	445,687	$	53,124		11.9	%
Federal Reserve Bank ("FRB") and FHLB stock	97,248		79,283		17,965			22.7
Loans held for sale	45,754		27,099		18,655			68.8
Investment securities	2,853,358		2,686,973		166,385			6.2
Loans and leases, net of allowance	16,198,225		16,005,263		192,962			1.2
Premises and equipment	243,300		234,529		8,771			3.7
Goodwill and intangible assets	535,249		531,556		3,693			0.7
Other assets	836,725		671,762		164,963			24.6
Total Assets	$	21,308,670	$	20,682,152	$	626,518		3.0	%
Liabilities and Shareholders’ Equity
Deposits	$	16,388,895	$	16,376,159	$	12,736		0.1	%
Short-term borrowings	1,188,390		754,777		433,613			57.4
FHLB advances and other long-term debt	987,416		992,279		(4,863		)	(0.5	)
Other liabilities	435,171		311,364		123,807			39.8
Total Liabilities	18,999,872		18,434,579		565,293			3.1
Total Shareholders’ Equity	2,308,798		2,247,573		61,225			2.7
Total Liabilities and Shareholders’ Equity	$	21,308,670	$	20,682,152	$	626,518		3.0	%

Cash and Cash Equivalents

The $53.1 million, or 11.9%, increase in cash and cash equivalents mainly resulted from additional collateral required to be posted with counterparties for commercial loan interest rate swaps.

FRB and FHLB Stock

FRB and FHLB stock increased $18.0 million, or 22.7%, due to a $10.7 million increase in FRB stock and a $7.3 million increase in FHLB stock.

Loans Held for Sale

Loans held for sale increased $18.7 million, or 68.8%, as a result of a higher volume of originations and the timing of loan sales during the first six months of 2019.

Investment Securities

The following table presents the carrying amount of investment securities:



	June 30, 2019		December 31, 2018		Increase (Decrease)
	June 30, 2019		December 31, 2018		$			%
	(dollars in thousands)
Available for Sale
U.S. Government sponsored agency securities	$	—	$	31,632	$	(31,632	)	N/M %
State and municipal securities	316,334		279,095		37,239			13.3
Corporate debt securities	197,422		109,533		87,889			80.2
Collateralized mortgage obligations	899,117		832,080		67,037			8.1
Residential mortgage-backed securities	329,275		463,344		(134,069		)	(28.9	)
Commercial mortgage-backed securities	440,281		261,616		178,665			68.3
Auction rate securities	103,365		102,994		371			0.4
Total available for sale securities	$	2,285,794	$	2,080,294	$	205,500		9.9	%

Held to Maturity
State and municipal securities	$	155,861	$	156,134	$	(273	)	(0.2	)%
Residential mortgage-backed securities	411,703		450,545		(38,842		)	(8.6	)
Total held to maturity securities	$	567,564	$	606,679	$	(39,115	)	(6.4	)%

Total Investment Securities	$	2,853,358	$	2,686,973	$	166,385		6.2	%

N/M - Not meaningful

Total available for sale investment securities increased $205.5 million, or 9.9%. Cash flows from maturities, sales and repayments of residential mortgage-backed securities, U.S. Government sponsored agency securities and securities with shorter expected durations were reinvested in other investment categories in order to diversify the portfolio into securities with longer expected durations to better manage the Corporation's asset-sensitive interest rate risk profile. Total held to maturity securities decreased $39.1 million, or 6.4%, as a result of principal repayments and premium amortization. There were no purchases of held to maturity securities during the six months ended June 30, 2019.

Loans and Leases

The following table presents ending balances of loans and leases outstanding, net of unearned income:



	June 30, 2019			December 31, 2018			Increase (Decrease)
	June 30, 2019			December 31, 2018			$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	6,497,973		$	6,434,285		$	63,688		1.0	%
Commercial – industrial, financial and agricultural	4,365,248			4,404,548			(39,300		)	(0.9	)
Real estate – residential mortgage	2,451,966			2,251,044			200,922			8.9
Real estate – home equity	1,386,974			1,452,137			(65,163		)	(4.5	)
Real estate – construction	922,547			916,599			5,948			0.6
Consumer	452,874			419,186			33,688			8.0
Equipment lease financing and other	314,901			311,866			3,035			1.0
Overdrafts	3,187			2,774			413			14.9
Loans and leases	16,395,670			16,192,439			203,231			1.3
Unearned income	(27,212		)	(26,639		)	(573		)	2.2
Loans and leases, net of unearned income	$	16,368,458		$	16,165,800		$	202,658		1.3	%

Loans and leases, net of unearned income, increased $202.7 million, or 1.3%, in comparison to December 31, 2018. Residential mortgage loans increased $200.9 million, or 8.9%, compared to December 31, 2018, with the growth primarily occurring in Maryland ($60.6 million, or 14.0%), Virginia ($84.7 million, or 14.3%), Pennsylvania ($57.0 million, or 7.4%) and Delaware ($7.6 million, or 8.3%).

Construction loans include loans to commercial borrowers secured by commercial real estate, loans to commercial borrowers secured by residential real estate, and other construction loans, which are loans to individuals secured by residential real estate. The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographic location. Approximately $7.4 billion, or 45.3%, of the loan portfolio was in commercial mortgage and construction loans as of June 30, 2019. The Corporation's internal policy limits its maximum total lending commitment to an individual borrowing relationship to $55 million as of June 30, 2019. In addition, the Corporation has established lower total lending limits for certain types of lending commitments, and lower total lending limits based on the Corporation's internal risk rating of an individual borrowing relationship at the time the lending commitment is approved.

Commercial loans also include shared national credits, which are participations in loans or loan commitments of at least $100 million that are shared by three or more banks. As of June 30, 2019, shared national credits increased $11.9 million, or 17.6%, to $79.4 million, compared to $67.5 million as of December 31, 2018. The Corporation's shared national credits are to borrowers located in its geographic markets, and are granted subject to the Corporation's standard underwriting policies. None of the shared national credits were past due as of June 30, 2019 or December 31, 2018.

Provision and Allowance for Credit Losses

The following table presents the components of the allowance for credit losses:



	June 30, 2019			December 31, 2018
	(dollars in thousands)
Allowance for loan and lease losses	$	170,233		$	160,537
Reserve for unfunded lending commitments	6,708			8,873
Allowance for credit losses	$	176,941		$	169,410

Allowance for loan and lease losses to loans and leases outstanding	1.04		%	0.99		%
Allowance for credit losses to loans and leases outstanding	1.08		%	1.05		%

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



	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(dollars in thousands)
Average balance of loans and leases, net of unearned income	$	16,316,076		$	15,768,377		$	16,255,562		$	15,715,001

Balance of allowance for credit losses at beginning of period	$	170,372		$	176,019		$	169,410		$	176,084
Loans and leases charged off:
Commercial – industrial, financial and agricultural	1,895			38,632			4,682			42,637
Consumer	795			712			1,478			1,604
Real estate – commercial mortgage	230			366			1,375			633
Real estate – home equity	206			816			425			1,224
Real estate – residential mortgage	134			483			789			645
Real estate – construction	3			606			98			764
Equipment lease financing and other	448			545			1,233			1,050
Total loans and leases charged off	3,711			42,160			10,080			48,557
Recoveries of loans and leases previously charged off:
Commercial – industrial, financial and agricultural	2,680			541			3,923			1,616
Real estate – construction	1,245			444			1,329			750
Consumer	579			446			789			625
Real estate – home equity	223			271			420			477
Real estate – residential mortgage	211			96			343			203
Real estate – commercial mortgage	169			321			305			600
Equipment lease financing and other	148			152			377			362
Total recoveries	5,255			2,271			7,486			4,633
Net loans and leases (recovered) charged off	(1,544		)	39,889			2,594			43,924
Provision for credit losses	5,025			33,117			10,125			37,087
Balance of allowance for credit losses at end of period	$	176,941		$	169,247		$	176,941		$	169,247

Net (recoveries) charge-offs to average loans and leases (annualized)	(0.04		)%	1.01		%	0.03		%	0.56		%

The provision for credit losses for the three months ended June 30, 2019 was $5.0 million, a decrease of $28.1 million in comparison to the same period in 2018. For the six months ended June 30, 2019, the provision for credit losses was $10.1 million, a $27.0 million decrease compared to the same period in 2018. Both periods of 2018 were impacted by the $36.8 million provision for credit losses related to the Commercial Relationship.

Net charge-offs decreased $41.4 million and $41.3 million for the three and six months ended June 30, 2019, respectively, primarily as a result of the $33.9 million charge-off related to the Commercial Relationship recorded during the second quarter of 2018. Annualized net recoveries as a percentage of average loans and leases for the second quarter of 2019 were 0.04% compared to annualized net charge-offs as a percentage of average loans and leases of 1.01% during the same period of 2018. For the six months ended June 30, 2019, annualized net charge-offs as a percentage of average loans and leases were 0.03% compared to 0.56% for the six months ended June 30, 2018.

The following table presents the changes in non-accrual loans and leases for the three and six months ended June 30, 2019:



	Commercial - Industrial, Financial and Agricultural			Real Estate - Commercial Mortgage			Real Estate - Construction			Real Estate - Residential Mortgage			Real Estate - Home Equity			Consumer			Equipment Lease Financing			Total
	(in thousands)
Three months ended June 30, 2019
Balance of non-accrual loans and leases at March 31, 2019	$	50,102		$	29,339		$	6,651		$	15,493		$	7,043		$	—		$	18,513		$	127,141
Additions	3,076			18,039			65			1,394			1,116			795			128			24,613
Payments	(5,446		)	(3,935		)	(2,529		)	(1,285		)	(338		)	—			(755		)	(14,288		)
Charge-offs	(1,895		)	(230		)	(3		)	(134		)	(206		)	(795		)	(128		)	(3,391		)
Transfers to accrual status	—			—			(17		)	—			(159		)	—			—			(176		)
Transfers to OREO	—			—			—			(518		)	(263		)	—			—			(781		)
Balance of non-accrual loans and leases at June 30, 2019	$	45,837		$	43,213		$	4,167		$	14,950		$	7,193		$	—		$	17,758		$	133,118

Six months ended June 30, 2019
Balance of non-accrual loans and leases at December 31, 2018	$	50,149		$	30,389		$	7,390		$	14,668		$	6,707		$	—		$	19,269		$	128,572
Additions	8,605			20,821			100			3,915			2,276			1,478			432			37,627
Payments	(7,662		)	(5,779		)	(3,084		)	(1,799		)	(753		)	—			(1,511		)	(20,588		)
Charge-offs	(4,682		)	(1,375		)	(98		)	(789		)	(425		)	(1,478		)	(432		)	(9,279		)
Transfers to accrual status	(573		)	(163		)	(17		)	(57		)	(334		)	—			—			(1,144		)
Transfers to OREO	—			(680		)	(124		)	(988		)	(278		)	—			—			(2,070		)
Balance of non-accrual loans and leases at June 30, 2019	$	45,837		$	43,213		$	4,167		$	14,950		$	7,193		$	—		$	17,758		$	133,118

Non-accrual loans increased $4.5 million, or 3.5%, in comparison to December 31, 2018, as a result of additions to non-accrual, partially offset by payments, charge-offs and transfers to accrual status and other real estate owned ("OREO").

The following table summarizes non-performing loans and leases, by type, as of the indicated dates:



	June 30, 2019		December 31, 2018
	(in thousands)
Commercial – industrial, financial and agricultural	$	47,259	$	51,269
Real estate – commercial mortgage	43,850		32,153
Real estate – residential mortgage	21,658		19,101
Real estate – home equity	11,996		9,769
Real estate – construction	4,633		7,390
Consumer	382		409
Equipment lease financing	17,938		19,587
Total non-performing loans and leases	$	147,716	$	139,678

Non-performing loans and leases increased $8.0 million, or 5.8%, in comparison to December 31, 2018. Non-performing loans and leases as a percentage of total loans and leases were 0.90% at June 30, 2019 in comparison to 0.86% at December 31, 2018.

The following table summarizes non-performing assets as of the indicated dates:



	June 30, 2019			December 31, 2018
	(dollars in thousands)
Non-accrual loans and leases	$	133,118		$	128,572
Loans and leases 90 days or more past due and still accruing	14,598			11,106
Total non-performing loans and leases	147,716			139,678
OREO	7,241			10,518
Total non-performing assets	$	154,957		$	150,196
Non-accrual loans and leases to total loans and leases	0.81		%	0.80		%
Non-performing assets to total assets	0.73		%	0.73		%
Allowance for loan and lease losses to non-performing loans and leases	115.2		%	114.9		%
Allowance for credit losses to non-performing loans and leases	119.8		%	121.3		%

The following table presents loans whose terms have been modified under troubled debt restructurings ("TDRs"), by type, as of the indicated dates:



	June 30, 2019		December 31, 2018
	(in thousands)
Real-estate - residential mortgage	$	22,389	$	24,102
Real estate - home equity	16,389		16,665
Real-estate - commercial mortgage	16,680		15,685
Commercial	5,744		5,143
Consumer	9		10
Total accruing TDRs	61,211		61,605
Non-accrual TDRs ⁽¹⁾	29,958		28,659
Total TDRs	$	91,169	$	90,264

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

During the first six months of 2019, $3.5 million of TDRs that were modified in the previous 12 months had a payment default, which is defined as a single missed scheduled payment subsequent to modification.

The following table summarizes the Corporation’s OREO, by property type, as of the indicated dates:



	June 30, 2019		December 31, 2018
	(in thousands)
Residential properties	$	2,036	$	3,665
Commercial properties	2,980		4,127
Undeveloped land	2,225		2,726
Total OREO	$	7,241	$	10,518

The ability to identify potential problem loans in a timely manner is important to maintaining an adequate allowance for credit losses. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and leases is based on payment history, through the monitoring of delinquency levels and trends. For a description of the Corporation's risk ratings, see Note 4, "Loans and Leases and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements.

Total internally risk-rated loans were $11.7 billion as of both June 30, 2019 and December 31, 2018. The following table presents internal risk ratings for commercial loans, commercial mortgages and construction loans to commercial borrowers with internal risk ratings of Special Mention (considered "criticized" loans by banking regulators) or Substandard or lower (considered "classified" loans by banking regulators), by class segment.



	Special Mention						Increase (Decrease)					Substandard or lower						Increase (Decrease)					Total Criticized and Classified Loans
	June 30, 2019			December 31, 2018			$			%		June 30, 2019			December 31, 2018			$			%		June 30, 2019			December 31, 2018
	(dollars in thousands)
Real estate - commercial mortgage	$	162,425		$	170,827		$	(8,402	)	(4.9	)%	$	161,665		$	133,995		$	27,670		20.7	%	$	324,090		$	304,822
Commercial - secured	182,569			193,470			(10,901		)	(5.6	)	171,856			129,026			42,830			33.2		354,425			322,496
Commercial - unsecured	4,972			4,016			956			23.8		2,369			3,963			(1,594		)	(40.2	)	7,341			7,979
Total Commercial - industrial, financial and agricultural	187,541			197,486			(9,945		)	(5.0	)	174,225			132,989			41,236			31.0		361,766			330,475
Construction - commercial residential	3,082			6,912			(3,830		)	(55.4	)	3,959			6,881			(2,922		)	(42.5	)	7,041			13,793
Construction - commercial	731			1,163			(432		)	(37.1	)	3,197			2,533			664			26.2		3,928			3,696
Total real estate - construction (excluding construction - other)	3,813			8,075			(4,262		)	(52.8	)	7,156			9,414			(2,258		)	(24.0	)	10,969			17,489
Total	$	353,779		$	376,388		$	(22,609	)	(6.0	)%	$	343,046		$	276,398		$	66,648		24.1	%	$	696,825		$	652,786

% of total risk-rated loans	3.0		%	3.2		%						2.9		%	2.4		%						6.0		%	5.6		%

Goodwill and Intangible Assets

Goodwill and intangible assets increased $3.7 million, or 0.7%, as a result of the acquisition of a wealth management business with approximately $250 million in assets under management or administration, which was completed in January 2019.

Other Assets

Other assets increased $165.0 million, or 24.6%, primarily as a result of the implementation of Accounting Standards Codification ("ASC") Update 2016-02, which required the Corporation to recognize a right-of-use ("ROU") asset for operating leases where the Corporation is the lessee. As of June 30, 2019, the ROU asset was $104.0 million. The remaining increase in other assets resulted from net changes in the fair values of commercial loan interest rate swaps. See Note 6, "Leases," in the Notes to Consolidated Financial Statements.

Deposits and Borrowings

The following table presents ending deposits, by type, as of the dates indicated:



	June 30, 2019		December 31, 2018		Increase (Decrease)
	June 30, 2019		December 31, 2018		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,226,404	$	4,310,105	$	(83,701	)	(1.9	)%
Interest-bearing demand	4,083,615		4,240,974		(157,359		)	(3.7	)
Savings and money market accounts	4,938,998		4,926,937		12,061			0.2
Total demand and savings	13,249,017		13,478,016		(228,999		)	(1.7	)
Brokered deposits	246,116		176,239		69,877			39.6
Time deposits	2,893,762		2,721,904		171,858			6.3
Total deposits	$	16,388,895	$	16,376,159	$	12,736		0.0	%

Total demand and savings accounts decreased $229.0 million, or 1.7%, due to a $191.7 million, or 8.1%, seasonal decrease in municipal accounts, and a $49.1 million, or 0.7%, decrease in consumer accounts, partially offset by a $15.3 million, or 0.3%, increase in business accounts.

Brokered deposits increased $69.9 million, or 39.6%, the result of the introduction of new brokered deposit programs which began in 2018. Time deposits increased $171.9 million, or 6.3%, primarily due to promotional rate offerings.

The following table presents ending borrowings, by type, as of the dates indicated:



	June 30, 2019		December 31, 2018		Increase (Decrease)
	June 30, 2019		December 31, 2018		$			%
	(dollars in thousands)
Short-term borrowings:
Total short-term customer funding⁽¹⁾	$	338,390	$	369,777	$	(31,387	)	(8.5	)%
Federal funds purchased	200,000		—		200,000			N/M
Short-term FHLB advances and other borrowings ⁽²⁾	650,000		385,000		265,000			68.8
Total short-term borrowings	1,188,390		754,777		433,613			57.4
FHLB advances and other long-term debt:
FHLB advances	596,948		601,978		(5,030		)	(0.8	)
Other long-term debt	390,468		390,301		167			—
Total FHLB advances and other long-term debt	987,416		992,279		(4,863		)	(0.5	)
Total borrowings	$	2,175,806	$	1,747,056	$	428,750		24.5	%

(1) Includes repurchase agreements and short-term promissory notes.

(2) Consists of FHLB borrowings with an original maturity term of less than one year.

N/M - Not meaningful

Total short borrowings increased $433.6 million, or 57.4%, due to a $265.0 million, or 68.8%, increase in short-term FHLB advances and other borrowings, partially offset by a $31.4 million, or 8.5% decrease in short-term customer funding. The increase in total borrowings provided additional funding to support growth in investment securities and loans and leases in excess of deposit growth.

Other Liabilities

Other liabilities increased $123.8 million, or 39.8%, primarily as a result of the implementation of ASC Update 2016-02, which required the Corporation to recognize a lease liability, which was $111.0 million at June 30, 2019, for operating leases where the Corporation is the lessee. See also Note 6, "Leases," in the Notes to Consolidated Financial Statements.

Shareholders' Equity

Total shareholders’ equity increased $61.2 million during the first six months of 2019. The increase was due primarily to $116.4 million of net income, a $46.9 million increase in accumulated other comprehensive income, mainly due to improvements in fair values of available for sale securities, $3.3 million of stock-based compensation awards, and $1.7 million of stock issued, partially offset by $63.4 million of common stock repurchases and $43.7 million of common stock cash dividends.

In November 2018, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $75.0 million of its outstanding shares of common stock, or approximately 2.7% of its outstanding shares, through December 31, 2019. As of March 31, 2019, the Corporation had repurchased approximately 4.5 million shares under this program for a total cost of $69.6 million, or $15.51 per share. During the second quarter of 2019, the Corporation repurchased 330,178 additional shares under this program for a total cost of approximately $5.5 million, or $16.51 per share, completing this program.

In March 2019, the Corporation's board of directors approved an additional share repurchase program pursuant to which the Corporation is authorized to repurchase up to $100.0 million of its outstanding shares of common stock, or approximately 3.5% of its outstanding shares, through December 31, 2019. During the second quarter of 2019, the Corporation repurchased approximately 3.1 million shares under this program for a total cost of approximately $52.0 million, or $16.67 per share. Up to an additional $48.0 million of the Corporation's common stock may be repurchased under this program through December 31, 2019.

Total commissions and fees paid on stock repurchases during the first six months of 2019 were $76,500. Under the repurchase programs, repurchased shares were added to treasury stock, at cost. As permitted by securities laws and other legal requirements,

and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions.

Regulatory Capital

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

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

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:


•	Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;


•	Continue to require a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 leverage capital ratio of 4.00% of average assets; and


•	Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and trust preferred securities ("TruPS"), have been phased out as a component of Tier 1 capital for institutions of the Corporation's size.

As of January 1, 2019, the Corporation and its bank subsidiaries are also required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments.

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

As of June 30, 2019, the Corporation's capital levels met the fully phased-in minimum capital requirements, including the new capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.

As of June 30, 2019, each of the Corporation’s subsidiary banks was well capitalized under the regulatory framework for prompt corrective action based on their capital ratio calculations. To be categorized as well capitalized, these banks must maintain minimum total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the regulation. There are no conditions or events since June 30, 2019 that management believes have changed the institutions’ capital categories.

The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements:



	June 30, 2019		December 31, 2018		Regulatory Minimum for Capital Adequacy		Fully Phased-in, with Capital Conservation Buffers
Total Capital (to Risk-Weighted Assets)	12.4	%	12.8	%	8.0	%	10.5	%
Tier I Capital (to Risk-Weighted Assets)	10.0	%	10.2	%	6.0	%	8.5	%
Common Equity Tier I (to Risk-Weighted Assets)	10.0	%	10.2	%	4.5	%	7.0	%
Tier I Capital (to Average Assets)	8.7	%	9.0	%	4.0	%	4.0	%

The decreases in regulatory capital ratios from December 31, 2018 to June 30, 2019 were mainly due to share repurchases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk, Asset/Liability Management and Liquidity

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

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

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

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

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

The following table summarizes the expected impact of abrupt interest rate changes, i.e. a non-parallel instantaneous shock, on net interest income as of June 30, 2019 (due to the current level of interest rates, the 300 basis point downward shock scenario is not shown):



Rate Shock⁽¹⁾	Annual change in net interest income	% change in net interest income
+300 bp	+ $62.6 million	9.3%
+200 bp	+ $43.3 million	6.4%
+100 bp	+ $22.3 million	3.3%
–100 bp	– $35.9 million	– 5.3%
–200 bp	– $78.7 million	– 11.7%


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

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation’s balance sheet. The Corporation's

policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 basis point shock in interest rates, 20% for a 200 basis point shock and 30% for a 300 basis point shock. As of June 30, 2019, the Corporation was within economic value of equity policy limits for every 100 basis point shock.

Interest Rate Swaps

Liquidity

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

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

Each of the Corporation’s subsidiary banks is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of June 30, 2019, the Corporation had $1.2 billion of borrowings outstanding from the FHLB with an additional borrowing capacity of approximately $2.3 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of June 30, 2019, the Corporation had aggregate federal funds lines of $1.5 billion, with $200.0 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities are pledged to the Federal Reserve Bank of Philadelphia to provide access to Federal Reserve Bank Discount Window borrowings. As of June 30, 2019, the Corporation had $312 million of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

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

The Corporation’s sources and uses of funds were discussed in general terms in the "Net Interest Income" section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during the first six months of 2019 generated $78.8 million of cash, mainly due to net income. Cash used in investing activities was $362.5 million, mainly due to net increases in investments and loans. Net cash provided by financing activities was $336.8 million due mainly to increases in short-term borrowings, time deposits and long-term debt, partially offset by decreases in demand and savings deposits.

Debt Security Market Price Risk

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

All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government sponsored agencies.

State and Municipal Securities

As of June 30, 2019, the Corporation owned state and municipal securities issued by various states or municipalities with a total cost basis of $463.8 million and a fair value of $480.9 million, which includes both available for sale and held to maturity securities. Downward pressure on local tax revenues of issuers could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the creditworthiness of the issuing state or municipality and then, to a lesser extent, on any underlying credit enhancement. State or municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of June 30, 2019, approximately 98% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 67% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Auction Rate Securities

As of June 30, 2019, the Corporation’s investments in auction rate certificates ("ARCs"), a type of auction rate security, had a cost basis of $107.4 million and a fair value of $103.4 million.

As of June 30, 2019, the fair values of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values that may not represent those that could be expected from settlement of these investments in the current market. The expected cash flows model produced fair values which assumed a return to market liquidity sometime within the next five years. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid.

The credit quality of the underlying debt associated with the ARCs is also a factor in the determination of their estimated fair value. As of June 30, 2019, all of the ARCs were rated above investment grade. All of the loans underlying the ARCs have principal payments that are guaranteed by the federal government. At June 30, 2019, all ARCs were current and making scheduled interest payments.

Corporate Debt Securities

The Corporation holds corporate debt securities in the form of single-issuer trust preferred securities, subordinated debt and senior debt issued by financial institutions. As of June 30, 2019, these securities had an amortized cost of $194.9 million and an estimated fair value of $197.4 million.

See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements for further discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 10 - Fair Value Measurements," in the Notes to Consolidated Financial Statements for further discussion related to the fair values of debt securities.

Item 4. Controls and Procedures

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

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 14 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.

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

(a) None.

(b) None.



(c) Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

April 1, 2019 to April 30, 2019	1,204,700	$	16.75	1,204,700	$	85,272,197
May 1, 2019 to May 31, 2019	1,774,105	16.81		1,774,105	55,452,507
June 1, 2019 to June 30, 2019	470,000	15.83		470,000	48,013,159

On November 20, 2018, the Corporation announced that its board of directors had approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $75.0 million of its outstanding shares of common stock, or approximately 2.7% of its outstanding shares, through December 31, 2019. As of March 31, 2019, the Corporation had repurchased approximately 4.5 million shares under this program for a total cost of $69.6 million, or $15.51 per share. During the second quarter of 2019, the Corporation repurchased 330,178 additional shares under this program for a total cost of approximately $5.5 million, or $16.51 per share, completing this program.

On March 19, 2019, the Corporation announced that its board of directors had approved an additional share repurchase program pursuant to which the Corporation is authorized to repurchase up to $100.0 million of its outstanding shares of common stock, or approximately 3.5% of its outstanding shares, through December 31, 2019. During the second quarter of 2019, the Corporation repurchased approximately 3.1 million shares under this program for a total cost of approximately $52.0 million, or $16.67 per share. Up to an additional $48.0 million of the Corporation's common stock may be repurchased under this program through December 31, 2019. Under the repurchase programs, repurchased shares were added to treasury stock, at cost.

As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made under the above-described share repurchase programs from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions.

Item 6. Exhibits




3.1			Articles of Incorporation, as amended and restated, of Fulton Financial Corporation– Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 24, 2011. (File No. 0-10587)

3.2			Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on an Amended Form 8-K dated September 23, 2014.

31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.Def			Definition Linkbase Document

101.Pre			Presentation Linkbase Document

101.Lab			Labels Linkbase Document

101.Cal			Calculation Linkbase Document

101.Sch			Schema Document

101.Ins			Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



FULTON FINANCIAL CORPORATION

Date:	August 7, 2019	/s/ E. Philip Wenger
		E. Philip Wenger
		Chairman and Chief Executive Officer

Date:	August 7, 2019	/s/ Mark R. McCollom
		Mark R. McCollom
		Senior Executive Vice President and Chief Financial Officer

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.