UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2015,2016,
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 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 Name of exchange on which registered
Common Stock, $2.50 par value The NASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by checkmark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨
Indicate by checkmark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ¨    No  x
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filerx  Accelerated filer¨
     
Non-accelerated filer¨  Smaller reporting company¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant, based on the average bid and asked prices on June 30, 2015,2016, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2.3 billion. The number of shares of the registrant’s Common Stock outstanding on January 31, 2016February 17, 2017 was 173,623,000.174,097,000.
Portions of the Definitive Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held on May 16, 201615, 2017 are incorporated by reference in Part III.

1




TABLE OF CONTENTS
 
Description Page
   
PART I  
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
PART II  
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8. 
 
 
 
 
 
 
 
 
 
Item 9.
Item 9A.
Item 9B.
   
PART III  
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
PART IV  
Item 15.
Item 16.
   
 
 

2




PART I

Item 1. Business

General

Fulton Financial Corporation (the Corporation)"Corporation") was incorporated under the laws of Pennsylvania on February 8, 1982 and became a bank holding company through the acquisition of all of the outstanding stock of Fulton Bank N.A. ("Fulton Bank") on June 30, 1982. In 2000, the Corporation became a financial holding company as defined in the Gramm-Leach-Bliley Act (GLB Act)("GLB Act"), which gave the Corporation the ability to expand its financial services activities under its holding company structure (See "Competition" and "Supervision and Regulation" below). The Corporation directly owns 100% of the common stock of six community banks and eight non-bank entities. As of December 31, 2015,2016, the Corporation had approximately 3,4603,500 full-time equivalent employees.

The common stock of Fulton Financialthe Corporation is listed for quotation on the Global Select Market of The NASDAQ Stock Market under the symbol FULT. The Corporation’s Internet address is www.fult.com. Electronic copies of the Corporation’s 20152016 Annual Report on Form 10-K are available free of charge by visiting "Investor Relations" at www.fult.com. Electronic copies of quarterly reports on Form 10-Q and current reports on Form 8-K are also available at this Internet address. These reports, as well as any amendments thereto, are posted on the Corporation's website as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission (SEC)("SEC").

Bank and Financial Services Subsidiaries

The Corporation’s six subsidiary banks are located primarily in suburban or semi-rural geographicalgeographic markets throughout a five-state region (Pennsylvania, Delaware, Maryland, New Jersey and Virginia). Each of these banking subsidiaries delivers financial services in a highly personalized, community-oriented style that emphasizes relationship banking. Where appropriate, operations are centralized through common platforms and back-office functions. The Corporation has announced that it is developing plans to seek regulatory approval to begin the process of consolidating its six subsidiary banks in connection with a transition to a business model that will be less oriented on geographic boundaries and will instead focus more on alignment with the customer segments the Corporation serves. The Corporation also believes that consolidationconsolidating its subsidiary banks will enhance its ability to manage risk more efficiently and effectively through a centralized risk management and compliance function. This multi-year process is expected to eventually result in the Corporation conducting its core banking business through a single subsidiary bank. Consolidation of the bank subsidiaries will result in a single subsidiary bank with greater than $10 billion ofin assets, subjecting it to more stringent regulation applicable to institutions that exceed that threshold. See Item 1A. Risk"Risk Factors - "Additional growth, particularly at theLegal, Compliance and Reputational Risks - The Corporation’s largest subsidiary, Fulton Bank, N.A., wouldis expected to have had total assets of $10 billion or more for four consecutive quarters as of March 31, 2017, which will subject it to additional regulation and increased supervision" under "Legal, Compliance and Reputational Risks.supervision." The timing of the commencement of this process will depend significantly on the Corporation and its banking subsidiaries making necessary progress in enhancing a largely centralized compliance program designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations, and establishing, to the satisfaction of the Corporation’s banking regulatory agencies, that those enhancements are sustainable to achieve compliance with the regulatory enforcement orders issued to the Corporation and its subsidiary banks by their respective banking regulatory agencies relating to identified deficiencies in that compliance program. See Item 1A. Risk"Risk Factors - "TheLegal, Compliance and Reputational Risks - The Corporation and its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions" under "Legal, Compliance and Reputational Risks.actions."

The Corporation’s subsidiary banks are located in areas that are home to a wide range of manufacturing, distribution, health care and other service companies. The Corporation and its banks are not dependent upon one or a few customers or any one industry, and the loss of any single customer or a few customers would not have a material adverse impact on any of the subsidiary banks. However, a large portion of the Corporation’s loan portfolio is comprised of commercial loans, commercial mortgage loans and construction loans. See Item 1A. Risk"Risk Factors - "EconomicEconomic and Credit Risks - Economic downturns and the composition of the Corporation’s loan portfolio subject the Corporation to credit risk" under "Economic and Credit Risks.risk."

Each of the subsidiary banks offers a full range of consumer and commercial banking products and services in its local market area. Personal banking services include various checking account and savings deposit products, certificates of deposit and individual retirement accounts. The subsidiary banks offer a variety of consumer lending products to creditworthy customers in their market areas. Secured consumer loan products include home equity loans and lines of credit, which are underwritten based on loan-to-value limits specified in the Corporation's lending policy. SubsidiaryThe subsidiary banks also offer a variety of fixed, variable and variable-rateadjustable rate products, including construction loans and jumbo loans. Residential mortgages are offered through Fulton Mortgage Company,


which operates as a division of each subsidiary bank. Consumer loan products also include automobile loans, automobile and equipment leases, personal lines of credit and checking account overdraft protection.

Commercial banking services are provided to small and medium sized businesses (generally with sales of less than $150 million) in the subsidiary banks’ market areas. The Corporation's policies limit the maximum total lending commitment to a single borrower

3



to $50.0 million as of December 31, 2015,2016, which is below the Corporation’s regulatory lending limit. In addition, the Corporation has established lower total lending limits for certain types of lending commitments, and also based on the Corporation's internal risk rating of the borrower.borrower and for certain types of lending commitments. Commercial lending products include commercial, financial, agricultural and real estate loans. Floating,Variable, adjustable and fixed rate loans are provided, with floatingvariable and adjustable rate loans generally tied to an index, such as the Prime Rate or the London Interbank Offered Rate (LIBOR)("LIBOR"), as well as interest rate swaps. The commercial lending policy of the Corporation's subsidiary banks encourages relationship banking and provides strict guidelines related to customer creditworthiness and collateral requirements for secured loans. In addition, equipment leasing, letters of credit, cash management services and traditional deposit products are offered to commercial customers.

Investment management, trust, brokerage, insurance and investment advisory services are offered to consumer and commercial banking customers in the market areas serviced by the Corporation's subsidiary banks by Fulton Financial Advisors a(a division of the Corporation's subsidiary, Fulton Bank, N.A. subsidiary bank.Bank).

The Corporation’s subsidiary banks deliver their products and services through traditional branch banking, with a network of full service branch offices. Electronic delivery channels include a network of automated teller machines, telephone banking, mobile banking and online banking. The variety of available delivery channels allows customers to access their account information and perform certain transactions, such as depositing checks, transferring funds and paying bills, at virtually any time of the day.

The following table provides certain information for the Corporation’s banking subsidiaries as of December 31, 2015:2016:
Subsidiary Main Office
Location
 Total
Assets
 Total
Deposits
 Branches (1) Main Office
Location
 Total
Assets
 Total
Deposits
 Branches (1)
   (dollars in millions)     (dollars in millions)  
Fulton Bank, N.A. Lancaster, PA $9,835
 $7,692
 112
 Lancaster, PA $10,700
 $8,310
 112
Fulton Bank of New Jersey Mt. Laurel, NJ 3,677
 3,100
 65
 Mt. Laurel, NJ 3,814
 3,246
 65
The Columbia Bank Columbia, MD 2,115
 1,697
 31
 Columbia, MD 2,287
 1,790
 31
Lafayette Ambassador Bank Bethlehem, PA 1,526
 1,228
 21
 Bethlehem, PA 1,526
 1,266
 21
FNB Bank, N.A. Danville, PA 363
 267
 7
 Danville, PA 350
 286
 7
Swineford National Bank Middleburg, PA 306
 259
 7
 Middleburg, PA 319
 276
 7
     243
     243
 

(1)Remote service facilities (mainly stand-alone automated teller machines) are excluded. See additional information in Item 2. Properties."Properties."

Non-Bank Subsidiaries

The Corporation owns 100% of the common stock of five non-bank subsidiaries, which are consolidated for financial reporting purposes: (i) Fulton Financial Realty Company, which holds title to or leases certain properties upon whichwhere Corporation branch offices and other facilities are located; (ii) Central Pennsylvania Financial Corp., which owns limited partnership interests in partnerships invested primarily in lowlow- and moderate incomemoderate-income housing projects; (iii) FFC Management, Inc., which owns certain investment securities and other passive investments; (iv) FFC Penn Square, Inc., which owns trust preferred securities (TruPS)("TruPS") issued by a subsidiary of Fulton Bank, N.A;Bank; and (v) Fulton Insurance Services Group, Inc., which engages in the sale of various life insurance products.

The Corporation also owns 100% of the common stock of three non-bank subsidiaries which are not consolidated for financial reporting purposes. The following table provides information for these non-bank subsidiaries, whose sole assets consist of junior subordinated deferrable interest debentures issued by the Corporation, as of December 31, 2015:2016:
 
SubsidiaryState of Incorporation Total AssetsState of Incorporation Total Assets
 (dollars in thousands) (in thousands)
Columbia Bancorp Statutory TrustDelaware $6,186
Delaware $6,186
Columbia Bancorp Statutory Trust IIDelaware 4,124
Delaware 4,124
Columbia Bancorp Statutory Trust IIIDelaware 6,186
Delaware 6,186




Competition

The banking and financial services industries are highly competitive. Within its geographic region, the Corporation’s subsidiaries face direct competition from other commercial banks, varying in size from local community banks to larger regional and national
banks, credit unions and non-bank entities. As a result of the wide availability of electronic delivery channels, the subsidiary banks also face competition from financial institutions that do not have a physical presence in the Corporation’s geographic markets.

4



The industry is also highly competitive due, in part, to the GLB Act. As a result of the GLB Act, there is a great deal of competition from manyvarious types of entities aggressively compete for customers that were traditionally served only by the banking industry. Under the GLB Act, banks, insurance companies and securities firms may affiliate under a financial holding company structure, allowing their expansion into non-banking financial services activities that werehad previously been restricted. These activities include a full range of banking, securities and insurance activities, including securities and insurance underwriting, issuing and selling annuities and merchant banking activities. While the Corporation does not currently engage in many of these activities, the ability to do sofurther entry into these businesses may enhance the ability of the Corporation to compete in the future.

























5



Market Share

Deposit market share information is compiled as of June 30 of each year by the Federal Deposit Insurance Corporation (FDIC)("FDIC"). The Corporation’s banks maintain branch offices in 52 counties across five states. In 1514 of these counties, the Corporation ranked in the top 5five in deposit market share (based on deposits as of June 30, 2015)2016). The following table summarizes information about the counties in which the Corporation has branch offices and its market position in each county.county:
 
       No. of Financial
Institutions
 Deposit Market Share
(June 30, 2015)
       No. of Financial
Institutions
 Deposit Market Share
(June 30, 2016)
County State Population
(2015 Est.)
 Banking Subsidiary Banks/
Thrifts
 Credit
Unions
 Rank % State Population
(2016 Est.)
 Banking Subsidiary Banks/
Thrifts
 Credit
Unions
 Rank %
Lancaster PA 538,000
 Fulton Bank, N.A. 21
 8
 1
 25.0% PA 541,000
 Fulton Bank, N.A. 20
 13
 1
 26.7%
Berks PA 414,000
 Fulton Bank, N.A. 20
 15
 8
 3.2% PA 416,000
 Fulton Bank, N.A. 18
 12
 8
 3.6%
Bucks PA 627,000
 Fulton Bank, N.A. 38
 22
 17
 1.8% PA 628,000
 Fulton Bank, N.A. 36
 14
 15
 1.9%
Centre PA 161,000
 Fulton Bank, N.A. 17
 5
 11
 3.4% PA 163,000
 Fulton Bank, N.A. 16
 4
 10
 3.2%
Chester PA 518,000
 Fulton Bank, N.A. 32
 9
 9
 3.3% PA 521,000
 Fulton Bank, N.A. 31
 8
 13
 3.0%
Columbia PA 67,000
 FNB Bank, N.A. 6
 2
 5
 4.2% PA 66,000
 FNB Bank, N.A. 6
 3
 5
 3.9%
Cumberland PA 247,000
 Fulton Bank, N.A. 19
 11
 13
 1.9% PA 250,000
 Fulton Bank, N.A. 17
 6
 12
 2.1%
Dauphin PA 273,000
 Fulton Bank, N.A. 16
 7
 6
 4.2% PA 274,000
 Fulton Bank, N.A. 16
 10
 7
 4.3%
Delaware PA 565,000
 Fulton Bank, N.A. 28
 13
 30
 0.3% PA 566,000
 Fulton Bank, N.A. 31
 15
 28
 0.3%
Lebanon PA 137,000
 Fulton Bank, N.A. 12
 1
 1
 31.4% PA 138,000
 Fulton Bank, N.A. 12
 6
 1
 31.4%
Lehigh PA 360,000
 Lafayette Ambassador Bank 21
 17
 7
 4.1% PA 364,000
 Lafayette Ambassador Bank 20
 12
 7
 4.4%
Lycoming PA 116,000
 FNB Bank, N.A. 11
 12
 14
 0.8% PA 116,000
 FNB Bank, N.A. 11
 10
 14
 0.8%
Montgomery PA 822,000
 Fulton Bank, N.A. 40
 27
 25
 0.4% PA 824,000
 Fulton Bank, N.A. 39
 32
 24
 0.4%
Montour PA 19,000
 FNB Bank, N.A. 5
 1
 2
 24.3% PA 19,000
 FNB Bank, N.A. 5
 3
 2
 23.5%
Northampton PA 302,000
 Lafayette Ambassador Bank 16
 14
 4
 13.2% PA 302,000
 Lafayette Ambassador Bank 16
 12
 4
 12.6%
Northumberland PA 94,000
 FNB Bank, N.A. 18
 3
 9
 3.7% PA 93,000
 FNB Bank, N.A. 18
 4
 9
 3.7%
   Swineford National Bank     14
 1.9%   Swineford National Bank     14
 2.0%
Schuylkill PA 145,000
 Fulton Bank, N.A. 14
 7
 10
 4.0% PA 143,000
 Fulton Bank, N.A. 13
 2
 9
 4.1%
Snyder PA 41,000
 Swineford National Bank 8
 
 2
 26.5% PA 41,000
 Swineford National Bank 8
 1
 2
 26.0%
Union PA 45,000
 Swineford National Bank 8
 1
 5
 6.9% PA 45,000
 Swineford National Bank 10
 3
 5
 6.8%
York PA 443,000
 Fulton Bank, N.A. 15
 13
 4
 10.6% PA 445,000
 Fulton Bank, N.A. 15
 13
 3
 11.3%
New Castle DE 558,000
 Fulton Bank, N.A. 15
 35
 12
 0.2% DE 562,000
 Fulton Bank, N.A. 20
 19
 12
 0.2%
Sussex DE 216,000
 Fulton Bank, N.A. 15
 2
 3
 8.1% DE 222,000
 Fulton Bank, N.A. 16
 5
 3
 8.8%
Anne Arundel MD 567,000
 The Columbia Bank 29
 15
 21
 0.3% MD 571,000
 The Columbia Bank 28
 11
 20
 0.4%
Baltimore MD 833,000
 The Columbia Bank 37
 21
 23
 0.8% MD 837,000
 The Columbia Bank 33
 17
 23
 0.7%
Baltimore City MD 623,000
 The Columbia Bank 30
 19
 12
 0.3% MD 621,000
 The Columbia Bank 27
 14
 14
 0.3%
Cecil MD 103,000
 The Columbia Bank 7
 4
 3
 13.5% MD 103,000
 The Columbia Bank 7
 4
 3
 13.4%
Frederick MD 247,000
 The Columbia Bank 17
 6
 15
 0.8% MD 248,000
 The Columbia Bank 17
 5
 15
 0.9%
Howard MD 317,000
 The Columbia Bank 20
 5
 5
 8.7% MD 320,000
 The Columbia Bank 19
 6
 4
 8.5%
Montgomery MD 1,049,000
 The Columbia Bank 32
 22
 36
 0.2% MD 1,057,000
 The Columbia Bank 32
 26
 35
 0.2%
Prince George's MD 919,000
 The Columbia Bank 19
 20
 21
 0.7% MD 922,000
 The Columbia Bank 19
 25
 21
 0.6%
Washington MD 150,000
 The Columbia Bank 12
 3
 2
 20.4% MD 150,000
 The Columbia Bank 12
 4
 2
 20.1%
Atlantic NJ 275,000
 Fulton Bank of New Jersey 16
 9
 12
 1.4% NJ 273,000
 Fulton Bank of New Jersey 16
 7
 12
 1.3%
Burlington NJ 449,000
 Fulton Bank of New Jersey 20
 18
 16
 0.9% NJ 450,000
 Fulton Bank of New Jersey 20
 12
 15
 1.0%
Camden NJ 510,000
 Fulton Bank of New Jersey 21
 14
 11
 2.3% NJ 510,000
 Fulton Bank of New Jersey 20
 11
 11
 2.4%
Cumberland NJ 157,000
 Fulton Bank of New Jersey 12
 6
 13
 1.9% NJ 155,000
 Fulton Bank of New Jersey 12
 5
 11
 2.0%
Gloucester NJ 292,000
 Fulton Bank of New Jersey 23
 6
 2
 14.3% NJ 292,000
 Fulton Bank of New Jersey 23
 5
 2
 14.1%

6




       No. of Financial
Institutions
 Deposit Market Share
(June 30, 2015)
       No. of Financial
Institutions
 Deposit Market Share
(June 30, 2016)
County State Population
(2015 Est.)
 Banking Subsidiary Banks/
Thrifts
 Credit
Unions
 Rank % State Population
(2016 Est.)
 Banking Subsidiary Banks/
Thrifts
 Credit
Unions
 Rank %
Hunterdon NJ 126,000
 Fulton Bank of New Jersey 16
 7
 11
 2.5% NJ 125,000
 Fulton Bank of New Jersey 17
 7
 9
 2.6%
Mercer NJ 373,000
 Fulton Bank of New Jersey 24
 26
 19
 0.9% NJ 372,000
 Fulton Bank of New Jersey 27
 20
 19
 0.9%
Middlesex NJ 845,000
 Fulton Bank of New Jersey 46
 38
 30
 0.3% NJ 849,000
 Fulton Bank of New Jersey 46
 27
 27
 0.3%
Monmouth NJ 629,000
 Fulton Bank of New Jersey 27
 12
 26
 0.5% NJ 628,000
 Fulton Bank of New Jersey 27
 12
 25
 0.6%
Morris NJ 501,000
 Fulton Bank of New Jersey 31
 27
 15
 1.3% NJ 501,000
 Fulton Bank of New Jersey 34
 18
 14
 1.4%
Ocean NJ 590,000
 Fulton Bank of New Jersey 21
 7
 18
 0.8% NJ 593,000
 Fulton Bank of New Jersey 21
 8
 17
 0.9%
Salem NJ 64,000
 Fulton Bank of New Jersey 8
 3
 1
 25.2% NJ 64,000
 Fulton Bank of New Jersey 7
 4
 1
 25.2%
Somerset NJ 335,000
 Fulton Bank of New Jersey 29
 10
 9
 2.6% NJ 336,000
 Fulton Bank of New Jersey 28
 12
 10
 2.4%
Warren NJ 107,000
 Fulton Bank of New Jersey 13
 5
 5
 8.4% NJ 107,000
 Fulton Bank of New Jersey 13
 3
 6
 7.9%
Chesapeake City VA 238,000
 Fulton Bank, N.A. 14
 10
 10
 1.6% VA 240,000
 Fulton Bank, N.A. 12
 7
 10
 1.5%
Fairfax VA 1,144,000
 Fulton Bank, N.A. 36
 19
 41
 0.1% VA 1,149,000
 Fulton Bank, N.A. 38
 29
 43
 %
Henrico VA 325,000
 Fulton Bank, N.A. 24
 18
 18
 0.7% VA 328,000
 Fulton Bank, N.A. 25
 16
 20
 0.6%
Manassas VA 43,000
 Fulton Bank, N.A. 14
 1
 11
 2.0% VA 43,000
 Fulton Bank, N.A. 13
 4
 11
 1.8%
Newport News VA 184,000
 Fulton Bank, N.A. 12
 4
 15
 0.5% VA 184,000
 Fulton Bank, N.A. 12
 7
 14
 0.6%
Richmond City VA 221,000
 Fulton Bank, N.A. 18
 7
 15
 0.2% VA 224,000
 Fulton Bank, N.A. 18
 11
 16
 0.2%
Virginia Beach VA 455,000
 Fulton Bank, N.A. 16
 7
 10
 1.6% VA 457,000
 Fulton Bank, N.A. 15
 12
 10
 1.5%

Supervision and Regulation

The Corporation operatesand its subsidiaries operate in an industry that is subject to laws and regulations that are enforced by a number of federal and state agencies. Changes in these laws and regulations, including interpretation and enforcement activities, could impact the cost of operating in the financial services industry, limit or expand permissible activities or affect competition among banks and other financial institutions.

The Corporation is a registered financial holding company under the Bank Holding Company Act ("BHCA") and itsis regulated, supervised and examined by the Federal Reserve Bank. The Corporation's subsidiary banks are depository institutions whose deposits are insured by the FDIC. The Corporation and its subsidiaries are subject to regulation and examination by regulatory authorities. The following table summarizes the charter types and primary regulators for each of the Corporation’s subsidiary banks:
SubsidiaryCharter  Primary Regulator(s)
Fulton Bank, N.A.National  OCC
Fulton Bank of New JerseyNJ  NJ/FDIC
The Columbia BankMD  MD/FDIC
Lafayette Ambassador BankPA  PA/Federal Reserve
FNB Bank, N.A.National  OCC
Swineford National BankNational  OCC
Fulton Financial Corporation (Parent Company)N/AFederal Reserve

OCC - Office of the Comptroller of the Currency

Federal statutes that apply to the Corporation and its subsidiaries include the GLB Act, the BHCA, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Bank Holding Company Act (BHCA)("Dodd-Frank Act"), the Federal Reserve Act, the National Bank Act and the Federal Deposit Insurance Act, among others. In general, these statutes, regulations promulgated thereunder, and related interpretations establish the eligible business activities of the Corporation, certain acquisition and merger restrictions, limitations on intercompany transactions, such as loans and dividends, and capital adequacy requirements, among other things.

BHCA - The Corporation is subject to regulation and examination by the Federal Reserve Bank, and is required to file periodic reports and to provide additional information that the Federal Reserve may require. The BHCA regulates activities of bank holding companies, including requirements and limitations relating to capital, transactions with officers, directors and affiliates, securities issuances, dividend payments, extensions of credit, among others. The BHCA permits the Federal Reserve, in certain circumstances,


to issue cease and desist orders and other enforcement actions against bank holding companies (and their non-banking affiliates) to correct or curtail unsafe or unsound banking practices. In addition, the Federal Reserve must approve certain proposed changes in organizational structure or other business activities before they occur. The BHCA imposes certain restrictions

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upon the Corporation regarding the acquisition of substantially all of the assets of, or direct or indirect ownership or control of, any bank for which it is not already the majority owner.

Dodd-Frank Act - The Dodd-Frank Act was enacted in July 2010 and resulted in significant financial regulatory reform. The Dodd-Frank Act also changed the responsibilities of the current federal banking regulators. Among other things, the Dodd-Frank Act created the Financial Stability Oversight Council, with oversight authority for monitoring and regulating systemic risk, and the Consumer Financial Protection Bureau (CFPB)("CFPB"), which has broad regulatory and enforcement powers over consumer financial products and services. Effective July 21, 2011, the CFPB became responsible for administering and enforcing numerous federal consumer financial laws enumerated in the Dodd-Frank Act. The Dodd-Frank Act also provided that, for banks with total assets of more than $10 billion, the CFPB would have exclusive or primary authority to examine those banks for, and enforce compliance with, the federal consumer financial laws. As of December 31, 2015, none of the Corporation's subsidiary banks had total assets of more than $10 billion; however,2016, the Corporation's largest subsidiary bank, Fulton Bank, N. A., had $9.8$10.7 billion in assets.assets and had assets of $10 billion or more as of the end of each of the previous two quarters. If Fulton Bank has assets of $10 billion or more as of March 31, 2017, it and the Corporation's other subsidiary banks will become subject to the supervision, examination and enforcement jurisdiction of the CFPB with respect to the federal consumer financial laws, among other things. Although currently not subject to CFPB examination, Fulton Bank and the Corporation's other subsidiary banks remain subject to the review and supervision of other applicable regulatory authorities, and such authorities may enforce compliance with regulations issued by the CFPB. In the event that Fulton Bank, N.A.'s total assets exceed $10 billion in the future, Fulton Bank, N.A. would become subject to supervision, examination and enforcement by the CFPB.

Stress testing - In October 2012, the Board of Governors of the Federal Reserve System (FRB)("FRB") issued final rules regarding company-run stress testing. In accordance with these rules, the Corporation is required to conduct an annual stress test in the manner specified, and using assumptions for baseline, adverse and severely adverse scenarios announced by the FRB. The stress test is designed to assess the potential impact of the various scenarios on the Corporation's earnings, capital levels and capital ratios over a nine-quarter time horizon. The Corporation's board of directors and its senior management are required to consider the results of the stress test in the normal course of business, including as part of the Corporation's capital planning process and the evaluation of the adequacy of its capital. Public disclosure of summary stress test results under the severely adverse scenario began in June 2015 for stress tests that commenced in the fall of 2014. The Corporation believes that both the quality and magnitude of its capital base are sufficient to support its current operations given its risk profile. The results of the annual stress testing process did not lead the Corporation to raise additional capital or alter the mix of its capital components. Pursuant to final rules published in October 2014 and December 2015, the FRB modified the start date of the stress test cycles so that, going forward,beginning in 2016, stress tests must be conducted using financial data as of December 31 of the prior year, the results of the stress test must be reported to the FRB on or before July 31 and a summary of the results of the stress test must be publicly disclosed between October 15 and October 31. The Corporation timely submitted its stress test report to the FRB before its required date of July 31, 2016, and a summary of the results was publicly disclosed on October 18, 2016, as required by the final rules.

Under similar rules adopted by the OCC, the primary regulator of Fulton Bank, national banks with total consolidated assets of more than $10 billion are also required to conduct annual stress tests. AlthoughA national bank becomes subject to the annual stress testing requirement when the institution's total consolidates assets, calculated as the average of the institution's total consolidated assets, as reported on the institution's quarterly Call Reports, for the most recent four consecutive quarters exceeds $10 billion. As of June 30, 2016, Fulton Bank crossed the $10 billion in assets threshold and has maintained that level of assets through the quarter ended December 31, 2016. Provided that Fulton Bank reports total consolidated assets of Fulton Bank, N.A.,$8.3 billion or more on its Call Report for the Corporation's largest subsidiary bank, are less than $10 billion, if Fulton Bank, N.A.’s assets exceed $10 billion in the future,quarter ending March 31, 2017, it will become subjectbe required to conduct annual stress tests in accordance with the OCC rules and as a result, to submit its first stress test report to the OCC’s stress test rules.OCC on or before July 31, 2018.

ResidentialConsumer Lending Laws - Bank regulatory agencies are increasingly focusing attention on consumer protection laws and regulations. To promote fairness and transparency for mortgages, credit cards, and other consumer financial products and services, the Dodd-Frank Act established the CFPB. This agency is responsible for interpreting and enforcing federal consumer financial laws, as defined by the Dodd-Frank Act, that, among other things, govern the provision of deposit accounts along with mortgage origination and servicing. Some federal consumer financial laws enforced by the CFPB include the Equal Credit Opportunity Act, Truth in Lending Act ("TILA"), the Truth in Savings Act, the Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act ("RESPA"), the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, and the Fair Credit Reporting Act. The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services. As a residential mortgage lender, the Corporation and its bank subsidiaries are subject to multiple federal consumer protection statutes and regulations, including, but not limited to, the Truth-In-Lending Act (TILA),TILA, the Home Mortgage Disclosure Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act,RESPA, the Fair Credit Reporting Act, the Fair Debt Collection Act and the Flood Disaster Protection Act. Failure to comply with these and similar statutes and regulations can result


in the Corporation and its bank subsidiaries becoming subject to formal or informal enforcement actions, the imposition of civil money penalties and consumer litigation.

Ability-to-pay rules and qualified mortgages - As required by the Dodd-Frank Act, the CFPB issued a series of final rules in January 2013 amending Regulation Z, implementing the TILA, which requires mortgage lenders to make a reasonable and good faith determination, based on verified and documented information, that a consumer applying for a residential mortgage loan has a reasonable ability to repay the loan according to its terms. These final rules prohibit creditors, such as the Corporation's bank subsidiaries, from extending residential mortgage loans without regard for the consumer's ability to repay and add restrictions and requirements to residential mortgage origination and servicing practices. In addition, these rules restrict the imposition of prepayment penalties and compensation practices relating to residential mortgage loan origination. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider eight underwriting factors when making the credit decision. Alternatively, the mortgage lender can originate "qualified mortgages," which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a qualified mortgage is a residential mortgage loan that does not have certain high risk features, such as negative amortization, interest-only payments, balloon payments, or a term exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount and the borrower’s total debt-to-income ratio must be no higher than 43% (subject to certain limited exceptions for loans eligible for purchase, guarantee or insurance by a government sponsored entityenterprise or a federal agency).

Integrated disclosures under the Real Estate Settlement Procedures Act and the Truth in Lending Act - As required by the Dodd-Frank Act, the CFPB issued final rules in December 2013 revising and integrating previously separate disclosures required under

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the Real Estate Settlement Procedures Act (RESPA) RESPA and the TILA in connection with certain closed-end consumer mortgage loans. These final rules became effective August 1, 2015 and require lenders to provide a new Loan Estimate, combining content from the former Good Faith Estimate required under RESPA and the initial disclosures required under TILA, not later than the third business day after submission of a loan application, and a new Closing Disclosure, combining content of the former HUD-1 Settlement Statement required under RESPA and the final disclosures required under TILA, at least three days prior to the loan closing.

Consumer Financial Protection Enforcement - The CFPB has exclusive examination and primary enforcement authority with respect to compliance with federal consumer financial protection laws and regulations by institutions under its supervision and is authorized, individually or jointly with the federal bank regulatory agencies (the Agencies)"Agencies"), to conduct investigations to determine whether any person is, or has, engaged in conduct that violates such laws or regulations. The CFPB may bring an administrative enforcement proceeding or civil action in Federalfederal district court. In addition, in accordance with a memorandum of understanding entered into between the CFPB and the Department of Justice (DOJ)("DOJ"), the two agencies have agreed to coordinate efforts related to enforcing the fair lending laws, which includes information sharing and conducting joint investigations. As an independent bureau withinfunded by the FRB, the CFPB may impose requirements that are more severe than those of the other bank regulatory agencies. During 2015, the CFPBAs an insured depository institution with total assets of more than $10 billion, Fulton Bank and the DOJCorporation's other subsidiary banks will become subject to the CFPB’s supervisory and enforcement authorities if it maintains that level of assets through March 31, 2017. The Dodd-Frank Act also permits states to adopt stricter consumer protection laws and state attorneys general to enforce consumer protection rules issued by the CFPB. As a result of these aspects of the Dodd-Frank Act, going forward, the Corporation's subsidiary banks would operate in a stringent consumer compliance environment and may incur additional costs related to consumer protection compliance, including but not limited to potential costs associated with CFPB examinations, regulatory and enforcement actions and consumer-oriented litigation, which is likely to increase as a result of the consumer protection provisions of the Dodd-Frank Act. The CFPB, other financial regulatory agencies, including the OCC, as well as the Department of Justice have recently pursued a number of enforcement actions against depository institutions with respect to compliance with fair lending laws.

Volcker Rule - As mandated by the Dodd-Frank Act, in December 2013, the OCC, FRB, FDIC, SEC and Commodity Futures Trading Commission issued final rulings (the Final Rules)"Final Rules") implementing certain prohibitions and restrictions on the ability of a banking entity and non-bank financial company supervised by the FRB to engage in proprietary trading and have certain ownership interests in, or relationships with, a "covered fund" (the so-called Volcker Rule)"Volcker Rule"). The Final Rules generally treat as a covered fund any entity that would be an investment company under the Investment Company Act of 1940 (the 1940 Act)"1940 Act") but for the application of the exemptions from SEC registration set forth in Section 3(c)(1) (fewer than 100 beneficial owners) or Section 3(c)(7) (qualified purchasers) of the 1940 Act. The Final Rules also require regulated entities to establish an internal compliance program that is consistent with the extent to which it engages in proprietary trading and covered fund activities covered by the Volcker Rule. Although the Final Rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Corporation. In December 2014, the FRB extended, until July 21, 2016, the date by which banking entities must conform their covered fund activities and investments to the requirements of the Final Rules, and announced its intention to grantin July 2016, the FRB granted an additional one-year extension of the conformance period to July 21, 2017. The Corporation does not engage in proprietary trading or in any other activities prohibited by the Final Rules.


Based on the Corporation's evaluation of its investments, none fallfell within the definition of a "covered fund" and would neednone needed to be disposed of during 2016 or by July 21, 2016 or any further extension of the conformance date that maybe granted by the FRB. Therefore, it31, 2017. The Corporation does not currently expect that the Final Rules will have a material effect on its business, financial condition or results of operations.

Capital Requirements - There are a number of restrictions on financial and bank holding companies and FDIC-insured depository subsidiaries that are designed to minimize potential loss to depositors and the FDIC insurance funds. Also, a bank holding company is required to serve as a source of financial strength to its depository institution subsidiaries and to commit resources to support such institutions in circumstances where it might not do so absent such policy. Under the BHCA, the FRB has the authority to require a bank holding company to terminate any activity or to relinquish control of a non-bank subsidiary upon the FRB’s determination that such activity or control constitutes a serious risk to the financial soundness and stability of a depository institution subsidiary of the bank holding company.

The Basel Committee on Banking Supervision (Basel)("Basel") is a committee of central banks and bank regulators from major industrialized countries that develops broad policy guidelines for use by each country’s regulators with the purpose of ensuring that financial institutions have adequate capital given the risk levels of assets and off-balance sheet financial instruments. In December 2010, Basel released frameworks for strengthening international capital and liquidity regulations, referred to as Basel III.

In July 2013, the FRB approved final rules (the U.S."U.S. Basel III Capital Rules)Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the BASEL'sBasel's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.

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

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;

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Continue to require the currenta minimum Total capital ratio of 8.00% of risk-weighted assets and thea minimum Tier 1 leverage capital ratio of 4.00% of average assets; and
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are being phased out as a component of Tier 1 capital for institutions of the Corporation's size. In July 2015, the previously outstanding trust preferred securities issued by Fulton Capital Trust I were redeemed.

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

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements. The required minimum capital conservation buffer began to be phased in incrementally, starting at 0.625%, on January 1, 2016, and will increaseincreasing to 1.25% on January 1, 2017, and will continue to increase, to 1.875% on January 1, 2018 and 2.50% on January 1, 2019. The rules provide that the failure to maintain the "capital conservation buffer" will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As a result, under the U.S. Basel III Capital Rules, if any of the Corporation's bank subsidiaries fails to maintain the required minimum capital conservation buffer, the Corporation will be subject to limits, and possibly prohibitions, on its ability to obtain capital distributions from such subsidiaries. If the Corporation does not receive sufficient cash dividends from its bank subsidiaries, it may not have sufficient funds to pay dividends on its capital stock, service its debt obligations or repurchase its common stock. In addition, the restrictions on payments of discretionary cash bonuses to executive officers may make it more difficult for the Corporation to retain key personnel.

As of December 31, 2015,2016, the Corporation met the fully-phased in minimum capital requirements, including the new capital conservation buffer, as prescribed in the U.S. Basel III Capital Rules.

The Basel III liquidity framework also includes new liquidity requirements that require financial institutions to maintain increased levels of liquid assets or alter their strategies for liquidity management. The Basel III liquidity framework requires banks and bank holding companies to measure their liquidity against specific ratios.



In September 2014, the FRB approved final rules (the U.S."U.S. Liquidity Coverage Ratio Rule)Rule") implementing portions of the Basel III liquidity framework for large, internationally active banking organizations, generally those having $250 billion or more in total assets, and similar, but less stringent rules, applicable to bank holding companies with consolidated assets of $50 billion or more. The U.S. Liquidity Coverage Ratio Rule requires banking organizations to maintain a Liquidity Coverage Ratio or LCR,("LCR") that is designed to ensure that sufficient high quality liquid resources are available for a one month period in case of a stress scenario. Impacted financial institutions are required to behave been compliant with the U.S. Liquidity Coverage Ratio Rule by January 1, 2017. Because theThe Corporation’s total assets and the scope of its operations do not currently meet the thresholds set forth in the U.S. Liquidity Coverage Ratio Rule, as a result of which the Corporation is not currently required to maintain a minimum LCR.

The Basel III liquidity framework also introduced a second ratio, referred to as the Net Stable Funding Ratio (NSFR)("NSFR"), which is designed to promote funding resiliency over longer-term time horizons by creating additional incentives for banks to fund their activities with more stable sources of funding on an ongoing structural basis. This new liquidity standard is subject to further rulemaking. To date, U.S. banking regulators have not proposed any additional liquidity rules. Because of the Corporation's size, neither the U.S. Liquidity Coverage Ratio Rule nor any additional proposed rules under the Basel III liquidity framework are applicable to it.

Prompt Corrective Regulatory Action - The Federal Deposit Insurance Corporation Improvement Act (FDICIA)("FDICIA") established a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system, the federal bank regulators are required to take certain, and authorized to take other, supervisory actions against undercapitalized institutions, based upon five categories of capitalization which FDICIA created: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized," the severity of which depends upon the institution’s degree of capitalization. Generally, a capital restoration plan must be filed with the institution’s primary federal regulator within 45 days of the date an institution receives notice that it is "undercapitalized," "significantly undercapitalized" or "critically undercapitalized," and the plan must be guaranteed by any parent holding company. In addition, various mandatory supervisory actions become immediately applicable to the institution, including restrictions on growth of assets and other forms of expansion. Prior to January 1, 2015, an insured depository institution was treated as well capitalized if its total risk-based capital ratio was 10.00% or greater, its Tier 1 risk-based capital ratio was 6.00% or greater and its Tier 1 leverage capital ratio was 5.00% or greater, and it was not subject to any order or directive by its primary federal regulator to meet a specific capital level. Effective January 1, 2015, an insured depository institution iswas treated as well capitalized if its total risk-based capital ratio is 10.00% or greater, its Tier 1 risk-

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basedrisk-based capital ratio is 8.00% or greater, its Common Equity Tier 1 risk-based capital ratio is 6.50% or greater and its Tier 1 leverage capital ratio is 5.00% or greater, and it is not subject to any order or directive to meet a specific capital level. As of December 31, 2015,2016, each of the Corporation’s bank subsidiaries’ capital ratios werewas above the minimum levels required to be considered "well capitalized" by its primary federal regulator.

Loans and Dividends from Subsidiary Banks - There are various restrictions on the extent to which the Corporation's bank subsidiaries can make loans or extensions of credit to, or enter into certain transactions with, its affiliates, which would include the Corporation and its non-banking subsidiaries. In general, these restrictions require that such loans be secured by designated amounts of specified collateral and are limited, as to any one of the Corporation or its non-bank subsidiaries, to 10% of the lending bank’s regulatory capital (20% in the aggregate to all such entities). The Dodd-Frank Act expanded these restrictions, effective in July 2012, to cover securities lending, repurchase agreement and derivatives activities that the Corporation’s bank subsidiaries may have with an affiliate.

For safety and soundness reasons, banking regulations also limit the amount of cash that can be transferred from subsidiary banks to the Parent Companyparent company in the form of dividends. Dividend limitations vary, depending on the subsidiary bank’s charter and whether or not it is a member of the Federal Reserve System. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels. Additionally, limits may exist on paying dividends in excess of net income for specified periods. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary DataData" for additional information regarding regulatory capital and dividend and loan limitations.

Federal Deposit Insurance - Substantially all of the deposits of the Corporation’s subsidiary banks are insured up to the applicable limits by the Deposit Insurance Fund (DIF)("DIF") of the FDIC, generally up to $250,000 per insured depositor.

The subsidiary banks pay deposit insurance premiums based on assessment rates established by the FDIC. The FDIC has established a risk-based assessment system under which institutions are classified and pay premiums according to their perceived risk to the DIF. An institution’s base assessment rate is generally subject to following adjustments: (1) a decrease for the institution’s long-term unsecured debt, including most senior and subordinated debt, (2) an increase for brokered deposits above a threshold amount and (3) an increase for unsecured debt held that is issued by another insured depository institution.



On April 1, 2011, as required by the Dodd-Frank Act, the deposit insurance assessment base changed from total domestic deposits to average total assets, minus average tangible equity. In addition, the FDIC also created a two scorecard system, one for large depository institutions that have $10 billion or more in assets and another for highly complex institutions that have $50 billion or more in assets. As of December 31, 2015, none of2016, the Corporation’s individuallargest subsidiary banksbank, Fulton Bank, had assets of $10.7 billion and had assets of $10 billion or more as of the end of each of the previous two quarters. If Fulton Bank has assets of $10 billion or more as of March 31, 2017, it will become subject to a modified methodology for calculating FDIC insurance assessments and therefore, did not meetpotentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear the classificationcost of large depository institutions.raising the FDIC reserve ratio to 1.35% as required by the Dodd-Frank Act.

The FDIC annually establishes for the DIF a designated reserve ratio, or DRR, of estimated insured deposits. The FDIC has announced that the DRR for 20162017 will remain at 2.00%, which is the same ratio that has been in effect since January 1, 2011. The FDIC is authorized to change deposit insurance assessment rates as necessary to maintain the DRR, without further notice-and-comment rulemaking, provided that: (1) no such adjustment can be greater than three basis points from one quarter to the next, (2) adjustments cannot result in rates more than three basis points above or below the base rates and (3) rates cannot be negative.

The Dodd-Frank Act increased the minimum DIF reserve ratio to 1.35% of insured deposits, which must be reached by September 30, 2020, and provides that, in setting the assessment rates necessary to meet the new requirement, the FDIC shall offset the effect of this provision on insured depository institutions with total consolidated assets of less than $10 billion, so that more of the cost of raising the reserve ratio will be borne by the institutions with more than $10 billion in assets. In October 2010, the FDIC adopted a restoration plan to ensure that the DIF reserve ratio reaches 1.35% by September 30, 2020.

On October 22, 2015, the FDIC issued a proposal to increase the reserve ratio for the DIF to the minimum level of 1.35% as required by the Reform Act. The proposedFDIC adopted the final rule would imposeon March 15, 2016, which imposes on insured depository institutions with $10 billion or more in total consolidated assets (such as Fulton Bank) a quarterly surcharge equal to an annual rate of 4.5 basis points applied to the deposit insurance assessment base, after making certain adjustments. IfThe rule became effective on July 1, 2016.

Pursuant to the rule is adopted as proposed,Dodd-Frank Act, the FDIC expects that these surcharges would commence in 2016 and continue for approximately eight quarters; however,has backup enforcement authority over a depository institution holding company, such as the Corporation, if the reserve ratio forconduct or threatened conduct of such holding company poses a risk to the DIF, although such authority may not be used if the holding company is generally in sound condition and does not reachpose a foreseeable and material risk to the required level by December 31, 2018, the FDIC would impose a shortfall assessment on March 31, 2019, which would be collected on June 30, 2019. To the extent that any of the Corporation’s subsidiary banks’ assets exceeds $10 billion in the future, such rulemaking could result in an increase in the deposit insurance assessments for such banks.DIF.

USA Patriot Act - Anti-terrorism legislation enacted under the USA Patriot Act of 2001 (Patriot Act)("Patriot Act") expanded the scope of anti-money laundering laws and regulations and imposed significant new compliance obligations for financial institutions, including the Corporation’s subsidiary banks. TheseThe Patriot Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act ("BSA"), Title III of the Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, these regulations includeimpose affirmative obligations on a wide range of financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.

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Among other requirements, the Patriot Act and the related regulations impose the following requirements with respect to financial institutions:
Establishment of anti-money laundering programs;
Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time;
Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and
Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.

Failure to comply with the Patriot Act’s requirements could have serious legal, financial, regulatory and reputational consequences. In addition, bank regulators will consider a holding company’s effectiveness in combating money laundering when ruling on BHCA and Bank Merger Act applications. In May 2016, the regulations implementing the BSA were amended to explicitly include risk-based procedures for conducting ongoing customer due diligence, to include understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile. In addition, banks must identify and verify the identity of the beneficial owners of all legal entity customers (other than those that are excluded) at the time a new account is opened (other than accounts that are exempted). The Corporation and its banking subsidiaries must comply with these amendments and new requirements by May 11, 2018. The Corporation has adopted policies, procedures and controls to address compliance with the


Patriot Act and will continue to revise and update its policies, procedures and controls to reflect required changes. changes (including the May 2016 amendments).

The Corporation and its banking subsidiaries are currently subject to regulatory enforcement orders (the Consent Orders)"Consent Orders") issued by bank regulatory agencies relating to identified deficiencies in a largely centralized compliance program (the BSA/"BSA/AML Compliance Program)Program") designed to comply with the Bank Secrecy Act,BSA, the Patriot Act and related anti-money laundering regulations (the BSA/"BSA/AML Requirements)Requirements"). The Consent Orders require, among other things, that the Corporation and its banking subsidiaries review, assess and take actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements. See Item 1A. Risk Factors - "The"Risk Factors-Legal, Compliance and Reputational Risks-The Corporation and its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions" under "Legal, Complianceactions;" "Note-17 Commitments and Reputational Risks;" Item 3.Contingencies - Legal Proceedings; "Regulatory Enforcement Orders," under "Overview and Outlook" in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and "Note 11 - Regulatory Matters,Proceedings," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."

Commercial Real Estate Guidance - In December 2015, the Agencies released a statement entitled "Statement on Prudent Risk Management for Commercial Real Estate Lending" (the CRE Statement)"CRE Statement"). In the CRE Statement, the Agencies express concerns with institutions which ease commercial real estate underwriting standards, direct financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks, and indicate that they will continue to pay special attention to commercial real estate lending activities and concentrations going forward. The Agencies previously issued guidance in December 2006, entitled "Interagency Guidance on Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices," which states that an institution is potentially exposed to significant commercial real estate concentration risk, and should employ enhanced risk management practices, where (1) total commercial real estate loans represents 300% or more of its total capital and (2) the outstanding balance of such institution's commercial real estate loan portfolio has increased by 50% or more during the prior 36 months.

Community Reinvestment - Under the Community Reinvestment Act (CRA)("CRA"), each of the Corporation’s subsidiary banks has a continuing and affirmative obligation, consistent with its safe and sound operation, to ascertain and meet the credit needs of its entire community, including low and moderate income areas. The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires an institution’s primary federal regulator, in connection with its examination of the institution, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The assessment focuses on three tests: (1) a lending test, to evaluate the institution’s record of making loans, including community development loans, in its designated assessment areas; (2) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting lowlow- or moderate incomemoderate-income individuals and areas and small businesses; and (3) a service test, to evaluate the institution’s delivery of banking services throughout its CRA assessment area, including lowlow- and moderate incomemoderate-income areas. The CRA also requires all institutions to make public disclosure of their CRA ratings. As of December 31, 2015,2016, all of the Corporation’s subsidiary banks are rated at least as "satisfactory." Regulations require that the Corporation’s subsidiary banks publicly disclose certain agreements that are in fulfillment of CRA. None of the Corporation’s subsidiary banks are party to any such agreements at this time.

Standards for Safety and Soundness - Pursuant to the requirements of FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994, the federal bank regulatory agencies adopted guidelines establishing general standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The

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guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. An institution must submit a compliance plan to its regulator if it is notified that it is not satisfying any such safety and soundness standards. If the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the regulator must issue an order directing corrective actions and may issue an order directing other actions of the types to which a significantly undercapitalized institution is subject under the "prompt corrective action" provisions of FDICIA. If the institution fails to comply with such an order, the regulator may seek to enforce such order in judicial proceedings and to impose civil money penalties.

The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. In July 2010, the federal banking agencies issued Guidance on Sound Incentive Compensation Policies ("Guidance") that applies to all banking organizations supervised by the agencies (thereby including both the Corporation and its banking subsidiaries). Pursuant to the Guidance, to be consistent with safety and soundness principles, a banking organization’s


incentive compensation arrangements should: (1) provide employees with incentives that appropriately balance risk and reward; (2) be compatible with effective controls and risk management; and (3) be supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.

Section 956 of the Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities that encourage inappropriate risk-taking by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. The federal banking agencies issued such proposed rules in April 2011 and issued a revised proposed rule in June 2016, implementing the requirements and prohibitions set forth in Section 956. The revised proposed rule would apply to all banks, among other institutions, with at least $1 billion in average total consolidated assets, for which it would go beyond the existing Guidance to (i) prohibit certain types and features of incentive-based compensation arrangements for senior executive officers, (ii) require incentive-based compensation arrangements to adhere to certain basic principles to avoid a presumption of encouraging inappropriate risk, (iii) require appropriate board or committee oversight, (iv) establish minimum record keeping and (v) mandate disclosures to the appropriate federal banking agency.

Privacy Protection and Cybersecurity - The Corporation’s bank subsidiaries are subject to regulations implementing the privacy protection provisions of the GLB Act. These regulations require each of the Corporation’s bank subsidiaries to disclose its privacy policy, including identifying with whom it shares "nonpublic personal information," to customers at the time of establishing the customer relationship and annually thereafter. The regulations also require theeach bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, to the extent its sharing of such information is not covered by an exception, theeach bank is required to provide its customers with the ability to "opt-out" of having the bank share their nonpublic personal information with unaffiliated third parties.

The Corporation’s bank subsidiaries are subject to regulatory guidelines establishing standards for safeguarding customer information. These regulations implement certain provisions of the GLB Act. The guidelines describe the federal bank regulatory agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services. In October 2016, the federal banking agencies issued an advance notice of proposed rulemaking on enhanced cybersecurity risk-management and resilience standards that would apply to large and interconnected banking organizations and to services provided by third parties to these firms. These enhanced standards would apply only to depository institutions and depository institution holding companies with total consolidated assets of $50 billion or more.

Federal Reserve System - FRB regulations require depository institutions to maintain cash reserves against their transaction accounts (primarily NOW and demand deposit accounts). A reserve of 3% is to be maintained against aggregate transaction accounts between $15.2 million and $110.2 million (subject to adjustment by the FRB) plus a reserve of 10% (subject to adjustment by the FRB between 8% and 14%) against that portion of total transaction accounts in excess of $110.2 million. The first $15.2 million of otherwise reservable balances (subject to adjustment by the FRB) is exempt from the reserve requirements. Each of the Corporation’s bank subsidiaries is in compliance with the foregoing requirements.

Required reserves must be maintained in the form of either vault cash, an account at a Federal Reserve Bank or a pass-through account as defined by the FRB. Pursuant to the Emergency Economic Stabilization Act of 2008, the Federal Reserve Banks pay interest on depository institutions’ required and excess reserve balances. The interest rate paid on required reserve balances is currently the average target federal funds rate over the reserve maintenance period. The rate on excess balances will be set equal to the lowest target federal funds rate in effect during the reserve maintenance period.

Federal Securities Laws - The Corporation is subject to the periodic reporting, proxy solicitation, tender offer, insider trading, corporate governance and other requirements under the Securities Exchange Act of 1934. Among other things, the federal securities laws require management to issue a report on the effectiveness of its internal controls over financial reporting. In addition, the Corporation’s independent registered public accountants are required to issue an opinion on the effectiveness of the Corporation’s internal control over financial reporting. These reports can be found in Part II, Item 8, "Financial Statements and Supplementary Data." Certifications of the Chief Executive Officer and the Chief Financial Officer as required by Sarbanes-Oxley and the resulting SEC rules can be found in the "Signatures" and "Exhibits" sections.


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Executive Officers
As of December 31, 2015,2016, the executive officers of the Corporation are as follows:
Name Age Office Held and Term of Office
E. Philip Wenger 5859 Director of the Corporation since 2009. Mr. Wenger was appointed Chairman of the Board, President and Chief Executive Officer of the Corporation in January 2013. He previously served as President and Chief Operating Officer of the Corporation from 2008 to 2012, a Director of Fulton Bank, N.A. from 2003 to 2009, Chairman of Fulton Bank, N.A. from 2006 to 2009 and has been employed by the Corporation in a number of positions since 1979.
     
Patrick S. BarrettPhilmer H. Rohrbaugh 5264Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Corporation effective December 6, 2016. He joined the Corporation in November 2012 as Senior Executive Vice President and Chief Risk Officer and became Senior Executive Vice President and Chief Operating Officer effective June 1, 2016. Mr. Rohrbaugh was a managing partner of KPMG, LLP's Chicago office from 2009 to 2012; Vice Chairman Industries and part of the U.S. Management Committee of KPMG from 2006 to 2009; he joined KPMG in 2002. He has more than 35 years of experience in public accounting with substantial audit experience serving public and private companies, including financial institutions, and advising companies on accounting, financial reporting matters, equity and debt offerings, and merger and acquisition transactions. Mr. Rohrbaugh currently serves as a director of a public manufacturing company and a national department store chain.
Beth Ann Chivinski56 Senior Executive Vice President and Chief FinancialRisk Officer of the Corporation effective January 1, 2014. Mr. Barrett joinedJune1, 2016. Ms. Chivinski has worked in various positions with the Corporation since June of 1994. Most recently she served as the Corporation’s Senior Executive Vice President in Novemberand Chief Audit Executive since April 1, 2013. He held multiple roles with SunTrust Banks, Inc. inPrior to that, she served as the three years priorCorporation’s Executive Vice President, Controller and Chief Accounting Officer from June 2004 to joining the Corporation, ending as Chief Financial Officer of SunTrust Wholesale Bank from 2011 toMarch 31, 2013. Mr. Barrett previously held a number of senior finance and managing director roles with JPMorgan Chase & Co. from 2003 to 2010, ending as Managing Director - Investor Relations. He spent 10 years asMs. Chivinski is a Certified Public Accountant with Deloitte Touche Tohmatsu from 1993 to 2003, ending as an Audit Partner, Financial Services in 2003.Accountant.
     
Meg R. Mueller 5152 Senior Executive Vice President and Chief Credit Officer of the Corporation since July 2013. Executive Vice President and Chief Credit Officer since 2010. Ms. Mueller has been employed by the Corporation in a number of positions since 1996.
     
Curtis J. Myers 4748 Senior Executive Vice President of the Corporation; and President and Chief Operating Officer of Fulton Bank, N.A. since July 2013. President and Chief Operating Officer of Fulton Bank, N.A. and Executive Vice President of the Corporation since August 2011. President and Chief Operating Officer of Fulton Bank, N.A. since February 2009. Mr. Myers has been employed by Fulton Bank, N.A. in a number of positions since 1990.
     
Craig A. Roda 5960 Senior Executive Vice President of Community Banking of the Corporation since July 2011; and Chairman and Chief Executive Officer of Fulton Bank, N.A., since February 2009. Chief Executive Officer and President of Fulton Bank, N.A. from 2006 to 2009. Mr. Roda has been employed by the Corporation in a number of positions since 1979.
     
Philmer H. Rohrbaugh63Senior Executive Vice President and Chief Risk Officer of the Corporation since November 2012. Mr. Rohrbaugh was a managing partner of KPMG, LLP's Chicago office from 2009 to 2012; Vice Chairman Industries and part of the U.S. Management Committee of KPMG from 2006 to 2009; and joined KPMG in 2002. He has more than 25 years of experience in various management positions. Mr. Rohrbaugh is a Certified Public Accountant and currently serves as a director of a public manufacturing company.
Angela M. Sargent 4849 Senior Executive Vice President and Chief Information Officer of the Corporation since July 2013. Executive Vice President and Chief Information Officer since 2002. Ms. Sargent has been employed by the Corporation in a number of positions since 1992.

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Item 1A. Risk Factors


An investment in the Corporation's common stocksecurities involves certain risks, including, among others, the risks described below. In addition to the other information contained in this report, you should carefully consider the following risk factors.

ECONOMIC AND CREDIT RISKS.

Difficult conditions in the economy and the capital markets may materially adversely affect the Corporation's business and results of operations.

The Corporation's results of operations and financial condition are affected by conditions in the capital markets and the economy generally. The Corporation's financial performance is highly dependent upon the business environment in the markets where the Corporation operates and in the U.S. as a whole. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability, or increases in the cost, of credit and capital, changes in the rate of inflation, changes in interest rates, high unemployment, natural disasters, acts of war or terrorism, global economic conditions and geopolitical factors, or a combination of these or other factors.

Specifically, the business environment impacts the ability of borrowers to pay interest on, and repay principal of, outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services the Corporation offers. If the quality of the Corporation’s loan portfolio declines, the Corporation may have to increase its provision for credit losses, which would negatively impact its results of operations, and could result in charge-offs of a higher percentage of its loans. Unlike large, national institutions, the Corporation is not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies and geographic locations. If the communities in which the Corporation operates do not grow, or if prevailing economic conditions locally or nationally are unfavorable, its business could be adversely affected. In addition, increased market competition in a lower demand environment could adversely affect the profit potential of the Corporation.

The Corporation is subject to certain risks in connection with the establishment and level of its allowance for credit losses.

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. While the Corporation believes that its allowance for credit losses as of December 31, 20152016 is sufficient to cover incurred losses in the loan portfolio on that date, the Corporation may need to increase its provision for credit losses due to changes in the risk characteristics of the loan portfolio, thereby negatively impacting its results of operations.

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. Management’s estimate of losses inherent in the loan portfolio is dependent on the proper application of its methodology for determining its allowance needs. The most critical judgments underpinning that methodology include: the ability to identify potential problem loans in a timely manner; proper collateral valuation of impaired loans evaluated for impairment; proper measurement of allowance needs for pools of loans measured for impairment; and an overall assessment of the risk profile of the loan portfolio.

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. In addition, as the Corporation’s loan portfolio grows, it will generally be necessary to increase the allowance for credit losses through additional provisions, which will impact the Corporation’s operating results.

If the Corporation’s assumptions and judgments regarding such matters prove to be inaccurate, its allowance for credit losses might not be sufficient, and additional provisions for credit losses might need to be made. Depending on the amount of such provisions for credit losses, the adverse impact on the Corporation’s earnings could be material.

Furthermore, banking regulators may require the Corporation to make additional provisions for credit losses or otherwise recognize further loan charge-offs or impairments following their periodic reviews of the Corporation’s loan portfolio, underwriting procedures and allowance for credit losses. Any increase in the Corporation’s allowance for credit losses or loan charge-offs as required by such regulatory authoritiesagencies could have a material adverse effect on the Corporation’s financial condition and results of operations. See "Provision and Allowance for Credit Losses," under "Financial Condition" in Item 7. Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations-Financial Condition-Provision and Allowance for Credit Losses."


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Economic downturns and the composition of the Corporation’s loan portfolio subject the Corporation to credit risk.
Economic downturns and the composition of the Corporation’s loan portfolio subject the Corporation to credit risk.
National, regional and local economic conditions can impact the Corporation’s loan portfolio. For example, an increase in unemployment, a decrease in real estate values or changes in interest rates, as well as other factors, such as a substantial decline in the stock market, could weaken the economies of the communities the Corporation serves. Weakness in the market areas served by the Corporation may depress the Corporation’s earnings and consequently its financial condition because:
borrowers
Borrowers may not be able to pay interest on, and repay their principal of, outstanding loans;
the value of the collateral securing the Corporation's loans to borrowers may decline; and
demand for loans, as well as and other products and services the Corporation offers, may decline.

Approximately $10.4$10.9 billion, or 74.8%74.5%, of the Corporation’s loan portfolio was in commercial loans, commercial mortgage loans, and construction loans at December 31, 2015.2016. Commercial loans, commercial mortgage loans and construction loans generally involve a greater degree of credit risk than residential mortgage loans and consumer loans because they typically have larger balances and are more likely to be affected by adverse conditions in the economy.more sensitive to broader economic factors and conditions. Because payments on these loans often depend on the successful operation and management of businesses and properties, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate markets, adverse economic conditions or changes in government regulation. IntenseIn recent years, commercial real estate markets have been experiencing substantial growth, and increased competitive pressures have contributed significantly to historically low capitalization rates and rising property values. Commercial real estate prices, according to many U.S. commercial real estate indices, are currently above the 2007 peak levels that contributed to the financial crisis. Accordingly, the federal bank regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. The Corporation’s failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect its ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses, from this portfolio. Furthermore, intense competition among lenders, coupled with moderate levels of recent economic growth, can increase pressure on the Corporation to relax its credit standards and/or underwriting criteria in order to achieve the Corporation’s loan growth targets. A relaxation of credit standards or underwriting criteria could result in greater challenges in the repayment or collection of loans should economic conditions, or individual borrower performance, deteriorate to a degree that could impact loan performance. Additionally, competitive pressures could drive the Corporation to consider loans and customer relationships that are outside of the Corporation’s established risk appetite or target customer base. See "Loans," under "Financial Condition" in Item 7. Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations-Financial Condition-Loans."

MARKET RISKS.

The Corporation is subject to interest rate risk.

The Corporation cannot predict or control changes in interest rates. The Corporation is affected by fiscal and monetary policies of the federal government, including those of the FRB, which regulates the national money supply and engages in other lending and investment activities in order to manage recessionary and inflationary pressures, many of which affect interest rates charged on loans and paid on deposits.

Net interest income is the difference between interest earned on interest earninginterest-earning assets and interest paid on interest-bearing liabilities. Net interest income is the most significant component of the Corporation's net income, accounting for approximately 74% of total revenues in 2015. The2016. In recent years, the narrowing of interest rate spreads, the difference between interest rates earned on loans and investments and interest rates paid on deposits and borrowings, has adversely affected the Corporation's net interest income.

Low market interest rates have pressured the net interest margin in recent years. Interest-earning assets, such as loans and investments, have been originated, acquired or repriced at lower rates, reducing the average rate earned on those assets. While the average rate paid on interest-bearing liabilities, such as deposits and borrowings, has also declined, the decline has not always occurred at the same pace as the decline in the average rate earned on interest-earning assets, resulting in a narrowing of the net interest margin.

Competition sometimes pressures the Corporation to lower rates charged on loans more than the decline in market rates would otherwise indicate. Competition may also pressure the Corporation to pay higher rates on deposits than market rates would otherwise indicate. Thus, although loan demand has improved in recent years, intense competition among lenders has contributed to downward pressure on loan yields, also narrowing the net interest margin. Further, due to historically low market interest rates, rates paid on deposits have tended to reach a natural floor below which it is difficult to further reduce such rates. See "Net Interest Income," in Item 7. Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations-Net Interest Income."


Changes in interest rates may also affect the average life of loans and certain investment securities, most notably mortgage-backed securities. Decreases in interest rates can result in increased prepayments of loans and certain investment securities, as borrowers or issuers refinance to reduce their borrowing costs. Under those circumstances, the Corporation would be subject to reinvestment risk to the extent that it is not able to reinvest the cash received from such prepayments at rates that are comparable to the rates on the loans and investment securities which are prepaid. Conversely, increases in interest rates may extend the average life of fixed rate assets, which could restrict the Corporation’s ability to reinvest in higher yielding alternatives, and may result in customers withdrawing certificates of deposit early so long as the early withdrawal penalty is less than the interest they could receive as a result of the higher interest rates.

Changes in interest rates also affect the fair value of interest-earning investment securities. Generally, the value of interest-earning investment securities moves inversely with changes in interest rates. At December 31, 2016, the fair value of the Corporation’s portfolio of interest-earning investment securities was $2.5 billion. Net unrealized losses on these securities was $47.3 million at December 31, 2016. Whether a decline in fair value below the amortized cost of an investment security constitutes other-than-temporary impairment depends on a number of factors, including whether the Corporation has the intent and ability to retain the investment security for a period of time sufficient to allow for any anticipated recovery in fair value.

Changes in interest rates can affect demand for the Corporation’s products and services.

Movements in interest rates can cause demand for some of the Corporation’s products and services to be cyclical. As a result, the Corporation may need to periodically increase or decrease the size of certain of its businesses, including its personnel, to more appropriately match increases and decreases in demand and volume. The need to change the scale of these businesses is challenging, and there is often a lag between changes in the businesses and the Corporation’s reaction to these changes. For example, demand

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for residential mortgage loans has historically tended to increase during periods when interest rates were declining and to decrease during periods when interest rates were rising.

Price fluctuations in securities markets, as well as other market events, such as a disruption in credit and other markets and the abnormal functioning of markets for securities, could have an impact on the Corporation's results of operations.

The market value of the Corporation's securities investments, which include mortgage-backed securities, state and municipal securities, auction rate securities, corporate debt securities and equity investments, as well as the revenues the Corporation earns from its trust and investment management services business, are particularly sensitive to price fluctuations and market events. Declines in the values of the Corporation’s securities holdings, combined with adverse changes in the expected cash flows from these investments, could result in other-than-temporary impairment charges.

As of December 31, 2015,2016, the Corporation’s securities investments included $98.1$97.3 million of investments in student loan auction rate certificates (ARCs)("ARCs"). Following the failures of periodic auctions for these ARCs, which began in 2008 and have continued since that time, there has not been an active market for these securities. Other than sporadic redemptions and tender offers made by the issuers of these ARCs, these securities are illiquid. Secondary market transactions involving ARCs typically represent forced liquidations or distressed sales and do not provide an accurate basis for determining their fair value. The Corporation does not have the intent to sell the ARCs it holds and does not believe it will more likely than not be required to sell any of the ARCs it holds prior to a recovery of their fair value to amortized cost, which may be at maturity. However, if the Corporation chose to liquidate these securities prior to their maturity, it would likely have to do so at "distressed" sale prices and would likely do so at a loss.

A portion of the Corporation's securities portfolio includes holdings of equity investments, including stocks of publicly traded financial institutions. The portfolio of publicly traded financial institutions includes shares of a single financial institution which, as of December 31, 2015,2016, had a fair value of $10.2$11.9 million. The Corporation's holdings of this financial institutioninstitution’s securities constituted approximately 49.5%50.5% of the fair value of the Corporation's aggregate holdings of publicly traded financial institutionsinstitutions’ securities as of that date.

The Corporation's investment management and trust services revenue, which is partially based on the value of the underlying investment portfolios, can also be impacted by fluctuations in the securities markets. If the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets, in general, or otherwise, the Corporation's revenue could be negatively impacted. In addition, the Corporation's ability to sell its brokerage services is dependent, in part, upon consumers' level of confidence in securities markets.
See Item 7A. Quantitative"Quantitative and Qualitative Disclosures About Market Risk."





LIQUIDITY RISK.

Changes in interest rates or disruption in liquidity markets may adversely affect the Corporation’s sources of funding.

The Corporation must maintain sufficient sources of liquidity to meet the demands of its depositors and borrowers, support its operations and meet regulatory expectations. The Corporation’s liquidity management emphasizespolicies and practices emphasize core deposits and repayments and maturities of loans and investments as its primary sources of liquidity. These primary sources of liquidity can be supplemented by FHLB advances, borrowings from the Federal Reserve Bank, proceeds from the sales of loans and use of liquidity resources of the holding company, including capital markets funding. Lower-cost, core deposits may be adversely affected by changes in interest rates, and secondary sources of liquidity can be more costly to the Corporation than funding provided by deposit account balances having similar maturities. In addition, adverse changes in the Corporation’s results of operations or financial condition, downgrades in the Corporation’s credit ratings, regulatory actions involving the Corporation, or changes in regulatory, industry or market conditions could lead to increases in the cost of these secondary sources of liquidity, the inability to refinance or replace these secondary funding sources as they mature, or the withdrawal of unused borrowing capacity under these secondary funding sources.

While the Corporation attempts to manage its liquidity through various techniques, the assumptions and estimates used do not always accurately forecast the impact of changes in customer behavior. For example, the Corporation may face limitations on its ability to fund loan growth if customers move funds out of the Corporation’s bank subsidiaries’ deposit accounts in response to increases in interest rates. In the years following the 2008 financial crisis, even as the general level of market interest rates remained low by historical standards, depositors frequently avoided higher-yielding and higher-risk alternative investments, in favor of the safety and liquidity of non-maturing deposit accounts. These circumstances contributed to significant growth in non-maturing deposit account balances at the Corporation, and at depository financial institutions generally. Should interest rates rise, customers may become more sensitive to interest rates when making deposit decisions and considering alternative opportunities. This increased

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sensitivity to interest rates could cause customers to move funds into higher-yielding deposit accounts offered by the Corporation’s bank subsidiaries, require the Corporation’s bank subsidiaries to offer higher interest rates on deposit accounts to retain customer deposits or cause customers to move funds into alternative investments or deposits of other banks or non-bank providers. Technology and other factors have also made it more convenient for customers to transfer low-cost deposits into higher-cost deposits or into alternative investments or deposits of other banks or non-bank providers. Movement of customer deposits into higher-yielding deposit accounts offered by the Corporation’s bank subsidiaries, the need to offer higher interest rates on deposit accounts to retain customer deposits or the movement of customer deposits into alternative investments or deposits of other banks or non-bank providers could increase the Corporation’s funding costs, reduce its net interest margin and/or create liquidity challenges.

Market conditions have been negatively impacted by disruptions in the liquidity markets in the past, and such disruptions or an adverse change in the Corporation's results of operations or financial condition could, in the future, have a negative impact on secondary sources of liquidity. If the Corporation is not able to continue to rely primarily on customer deposits to meet its liquidity and funding needs, continue to access secondary, non-deposit funding sources on favorable terms or otherwise fails to manage its liquidity effectively, the Corporation’s ability to continue to grow may be constrained and the Corporation’s liquidity, operating margins, results of operations and financial condition may be materially adversely affected. See "InterestItem 7A. "Quantitative and Qualitative Disclosures About Market Risk-Interest Rate Risk, Asset/Liability Management and Liquidity,Liquidity." in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Liquidity planning at both the bank and holding company levels has become an area of increased regulatory emphasis.

Due to regulatory limitationsconstraints on the Corporation’s ability to rely on short-term borrowings, any significant movements of deposits away from traditional depository accounts which negatively impacts the Corporation’s loan-to-deposit ratio could restrict its ability to achieve growth in loans or require the Corporation to pay higher interest rates on deposit products in order to retain deposits to fund loans.

Liquidity must also be managed at the holding company level. Banking regulators carefully scrutinize liquidity at the holding company level, in addition to consolidated and bank liquidity levels. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from bank subsidiaries to the parent company in the form of loans and dividends. Generally, these limitations are based on the bank subsidiaries' regulatory capital levels and their net income. These factors have affected some institutions' ability to pay dividends and have required some institutions to establish borrowing facilities at the holding company level.

LEGAL, COMPLIANCE AND REPUTATIONAL RISKS.
The supervision and regulation to which the Corporation is subject is increasing and can be a competitive disadvantage.
Virtually every aspect of the Corporation's operations is subject to extensive regulation and, in the current regulatory climate, theThe Corporation and its bank subsidiaries are subject to heightened regulatory scrutiny, especially givenextensive regulation and supervision and may be adversely affected by changes in laws and regulations or any failure to comply with laws and regulations.


Virtually every aspect of the Corporation's size and complexity.its bank subsidiaries’ operations is subject to extensive regulation and supervision by federal and state regulatory agencies. Under this regulatory framework, regulatory agencies have broad authority in carrying out their supervisory, examination and enforcement responsibilities to address compliance with applicable laws and regulations, including laws and regulations relating to capital adequacy, asset quality, liquidity and risk management, as well as laws and regulations governing consumer protection, fair lending, privacy, information security and anti-money laundering and anti-terrorism laws, among other aspects of the Corporation’s business.

Federal and state legislatures and regulatory agencies continually review banking and other laws, regulations and policies for possible changes. Changes in federal or state laws, regulations or governmental policies, including income tax laws, affecting the Corporation and its business, and the effects of such changes, are difficult to predict and may produce unintended consequences. New laws, regulations or changes in the regulatory environment could limit the types of financial services and products the Corporation may offer, alter demand for existing products and services, increase the ability of non-banks to offer competing financial services and products, increase compliance burdens, or otherwise adversely affect the Corporation’s business, results of operations or financial condition.

The Corporation has six bank subsidiaries, and the Corporation and its subsidiaries are subject to regulation by a relatively large number of federal and state regulatory agencies. This corporate structure presents challenges, specifically, the need for compliance with different, and potentially inconsistent, regulatory requirements.requirements and expectations. The time, expense and internal and external resources associated with regulatory compliance continue to increase, and balancing the need to address regulatory changes and effectively manage overall non-interest expenses has become more challenging than it has been in the past. As a result, the Corporation’s compliance obligations increase the Corporation's expense, require increasing amounts of management's attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors and larger bank competitors.competitors with more extensive resources.

The Corporation has announced that it is developing plans to seek regulatory approval to begin the process of consolidating its six bank subsidiaries. This multi-year consolidation process is expected to eventually result in the Corporation conducting its core banking business through a single bank subsidiary, which would reduce the number of government agencies that regulate the Corporation’s banking operations. The timing of the commencement of this consolidation process will depend significantly on the Corporation and its bank subsidiaries making necessary progress in enhancing a largely centralized compliance program designed to comply with the requirements of the Bank Secrecy Act,BSA, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the BSA/"BSA/AML Requirements)Requirements"). The Corporation will also need to establish, to the satisfaction of the Corporation’s banking regulatory agencies, that those enhancements are sustainable to achieve compliance with the regulatory enforcement orders issued to the Corporation and its bank subsidiaries by their respective banking regulatory agencies relating to identified deficiencies in that compliance program. There is no assurance that the regulatory approvals required for such consolidation can be obtained or that such consolidation would significantly reduce the time, expense and internal and external resources associated with regulatory compliance.

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The Corporation may incur negative consequences from regulatory violations, including inadvertent or unintentional violations.
Compliance with banking statutes and regulations is important to the Corporation’s ability to engage in new activities and to consummate certain transactions. Banking regulators are scrutinizing banks through longer and more intensive bank examinations. The results of such examinations could result in a delay or failure to receive required regulatory approvals for potential new activities and transactional matters. Federal and state banking regulators alsoagencies possess broad powers to take supervisory actions, as they deem appropriate. These supervisory actions may result in higher capital requirements, higher deposit insurance premiums and limitations on the Corporation’s operations and expansion activities that could have a material adverse effect on its business and profitability. As noted below and as examples of such limitations, the regulatory enforcement orders to which the Corporation and each of its bank subsidiaries are subject impose certain restrictions on the expansion activities of the Corporation and such bank subsidiaries.
Further, failure
In addition, in September 2016, the CFPB and the OCC entered into a consent order with a large national bank alleging widespread improper sales practices, which prompted the federal bank regulatory agencies to conduct a horizontal review of sales practices throughout the banking industry. The elevated attention likely will result in continued additional regulatory scrutiny and regulation of incentive arrangements, which could adversely impact the delivery of services and increase compliance costs.

Failure to comply with these regulatory requirements, including inadvertent or unintentional violations, may result in the assessment of fines and penalties, or the commencement of further informal or formal regulatory enforcement actions against the Corporation or its bank subsidiaries. Other negative consequences can also can result from such failures, including regulatory restrictions on the Corporation's activities, including restrictions on the Corporation’s ability to grow through acquisition, reputational damage, restrictions on the ability of institutional investment managers to invest in the Corporation's securities, and increases in the Corporation's costs of doing business. The occurrence of one or more of these events may have a material adverse effect on the Corporation's business, financial condition and/or results of operations.



The Corporation and its bank subsidiaries are subject to regulatory enforcement orders requiring improvement in compliance functions and remedial actions.

In recent years, a combination of financial reform legislation and heightened scrutiny by banking regulators have significantly increased expectations regarding what constitutes an effective risk and compliance management infrastructure. To keep pace with these expectations, the Corporation has invested considerable resources in initiatives designed to strengthen its risk management framework and regulatory compliance programs, including those designed to comply with the BSA/AML Requirements.

Nonetheless, as mentioned above, the Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective Federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy ActBSA and anti-money laundering compliance program (the BSA/“BSA/AML Compliance Program)Program”), which was designed to comply with the BSA/AML Requirements.

The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent (Consent Orders)(the “Consent Orders”), generally require, among other things, that the Corporation and its bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements.

In addition to requiring strengthening and enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities, such as growth through acquisition or branching to supplement organic growth of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

Additional expenses and investments have been incurred as the Corporation expanded its hiring of personnel and use of outside professionals, such as consulting and legal services, and capital investments in operating systems to strengthen and support the BSA/AML Compliance Program, as well as the Corporation’s broader compliance and risk management infrastructures. The expense and capital investment associated with all of these efforts, including in connection with the Consent Orders, have had an adverse effect on the Corporation’s results of operations in recent periods and could have a material adverse effect on the Corporation’s results of operations in one or more future periods.

Finally, due to the existence of the Consent Orders, some counterparties may not be permitted to, due to their internal policies, or may choose not to do business with the Corporation or its bank subsidiaries. Should counterparties upon which the Corporation or its bank subsidiaries rely for the conduct of their business become unwilling to do business with the Corporation or its bank subsidiaries, the Corporation’s results of operations and/or financial condition could be materially adversely effected.

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While the Corporation believes that it has made significant progress in improving its BSA/AML Compliance Program, there is no assurance as to how long the Consent Orders will remain in effect.

The Corporation's largest subsidiary, Fulton Bank, is expected to have had total assets of $10 billion or more for four consecutive quarters as of March 31, 2017, which will subject it to additional regulation and increased supervision.

The Dodd-Frank Act imposes additional regulatory requirements on institutions with $10 billion or more in assets. The Corporation's largest bank subsidiary, Fulton Bank, had $10.7 billion in assets as of December 31, 2016, and had assets of $10 billion or more as of the end of each of the previous two quarters. If Fulton Bank has assets of $10 billion or more as of March 31, 2017, it will become subject to the following:

Supervion, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws;
Additional stress testing requirements;
A modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear the cost of raising the FDIC reserve ratio to 1.35% as required by the Dodd-Frank Act;
Heightened compliance standards under the Volcker Rule; and
Enhanced bank regulatory supervision as a larger financial institution.





In addition, the Corporation’s other bank subsidiaries will also become subject to the supervision, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws. See Item 1. "Business-Supervision and Regulation."

Financial reform legislation continues to have a significant impact on the Corporation's business and results of operations; however, until more implementing regulations are adopted, the extent to which the legislation will impact the Corporation is uncertain.

The Dodd-Frank Act was enacted in 2010. The scope of the Dodd-Frank Act impacted many aspects of the financial services industry, and the Act required the development and adoption of many regulations, a number of which have not yet been adopted or fully implemented. The delay in the implementation of many of the regulations mandated by the Dodd-Frank Act on the timelines contemplated by such legislation has resulted in a lack of clear regulatory guidance to banks with respect to certain matters. The resulting uncertainty can cause banks to take a cautious approach to certain business initiatives and planning. Additional uncertainty regarding the effect of the Dodd-Frank Act exists due to court decisions and the potential for additional legislative changes to the Dodd-Frank Act.

The Corporation has been impacted, and will likely continue to be in the future, by the so-called Durbin Amendment to the Dodd-Frank Act, which reduced debit card interchange revenue of banks, and revised FDIC deposit insurance assessments. The Corporation has also been impacted by the Dodd-Frank Act in the areas of corporate governance, capital requirements, risk management, stress testing and regulation under consumer protection laws.

The Dodd-Frank Act established the CFPB. Among other things, the CFPB was given rulemaking authority over most providers of consumer financial services in the U.S., examination and enforcement authority over the consumer operations of large banks, as well as interpretive authority with respect to numerous existing consumer financial services regulations. The CFPB began exercising these oversight authorities over the largest banks during 2011. BecauseAs an independent bureau funded by the CFPB remains a relatively new agency, the full impact on the Corporation, including its retail banking and mortgage businesses, continues to be uncertain. However, any new regulatory requirements, or modified interpretations of existing regulations, will affect the Corporation's consumer business practices and operations, potentially resulting in increased compliance costs. Furthermore, the CFPB represents an additional source of potential enforcement or litigation against the Corporation and, as a relatively new agency with a focus on consumer protection,FRB, the CFPB may have new or different enforcement or litigation strategiesimpose requirements more severe than those utilized by other bankingthe previous bank regulatory agencies. SuchThe CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The CFPB has initiated enforcement actions could further increaseagainst a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that has resulted in those participants expending significant time, money and resources to adjust to the Corporation's costs.initiatives being pursued by the CFPB. These enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including practices or acts that are deemed to be unfair, deceptive or abusive, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws. The concept of what may be considered to be an “abusive” practice is relatively new under the law.

Pursuant to the Dodd-Frank Act, the CFPB issued a series of final rules in January 2013 related to mortgage loan origination and mortgage loan servicing. These final rules prohibit creditors, such as the Corporation's bank subsidiaries, from extending residential mortgage loans without regard for the consumer's ability to repay, provide certain safe harbor protections for the origination of loans that meet the requirements for a "qualified mortgage" and add restrictions and requirements to residential mortgage origination and servicing practices. In addition, these rules restrict the imposition of prepayment penalties and compensation practices relating to residential mortgage loan origination. These rules may adversely affect the volume of mortgage loans thatsubject the Corporation’s bank subsidiaries originate and may subject those subsidiaries to increased potential liability related to their residential loan origination activities, as well as increase costs. See Item 1. "Business-Supervision and Regulation."

In December 2013,May 2016, the CFPB issued a proposed rule that would prohibit banks from using a pre-dispute arbitration agreement to block consumer class actions in court and would require banks to insert language into their arbitration agreements reflecting this limitation. The proposed rule would also require banks that use pre-dispute arbitration agreements to submit certain records relating to arbitral proceedings to the CFPB. The proposed rule would generally apply to contracts entered into more than 180 days after the effective date of any final rules revisingrule. If adopted as proposed, this rule could result in increased litigation and integrating previously separate disclosures required underdefense costs as plaintiff’s class action firms would feel encouraged to seek clients as class representatives for alleged consumer harm that otherwise would have been the Truthsubject to the existing arbitration clauses in Lending Actconsumer contracts. This proposed rule, if adopted, and other CFPB regulations likely will continue to increase the Corporation’s compliance expenses.

Fulton Bank and the Real Estate Settlement Procedures Act in connectionCorporation’s other bank subsidiaries are expected to become (as of March 31, 2017) subject to supervision and examination by the CFPB for compliance with closed-end consumer mortgages. These final rules, which became effective August 1, 2015, required the CorporationCFPB’s regulations and policies. The costs and limitations related to adapt its systems and procedures to accommodate the use of new disclosure formsthis additional regulatory regimen have yet to be provided to closed-end consumer mortgage borrowers atfully determined, however they could result in material adverse effects on the time of application and at the time of closing for those loans within the timeframes required under these new rules. See "Supervision and Regulation," in Item 1. Business.Corporation’s profitability.

Additional growth, particularly at the Corporation's largest subsidiary, Fulton Bank, N.A., would subject it to additional regulation and increased supervision.


The financial services industry, as well as the broader economy, may be subject to new legislation, regulation, and government policy.
At this time, it is difficult to predict the legislative and regulatory changes that will result from the combination of a new President of the United States and, for the first year since 2010, both Houses of Congress and the White House have majority memberships from the same political party. In recent years, however, both the new President and senior members of the House of Representatives have advocated for significant reduction of financial services regulation, to include amendments to the Dodd-Frank Act imposes additional regulatory requirements on institutions with $10 billion or moreand structural changes to the CFPB, and consideration of significant changes to the federal income tax code. In addition, the new Administration and Congress may cause broader economic changes due to changes in assets. The Corporation's largest bank subsidiary, Fulton Bank, N.A., had $9.8 billion in assets asgoverning ideology and governing style. New appointments to the Board of December 31, 2015. Additional growth (or the consolidationGovernors of the Corporation’s bank subsidiaries as discussed above) that resultsFederal Reserve could affect monetary policy and interest rates, and changes in Fulton Bank, N.A. having assetsfiscal policy could affect broader patterns of $10 billion or more would subject Fulton Bank, N.A. totrade and economic growth. Future legislation, regulation, and government policy could affect the following:
Supervision, examination and enforcement jurisdiction by the CFPB with respect to consumer financial protection laws;
Additional stress testing requirements;
A modified methodology for calculating FDIC insurance assessments and potentially higher assessment ratesbanking industry as a resultwhole, including the Corporation’s business and results of institutions with $10 billionoperations, in ways that are difficult to predict. In addition, the Corporation’s results of operations could also be adversely affected by changes in the way in which existing statutes and regulations are interpreted or more in assets being required to bear a greater portion of the cost of raising the FDIC reserve ratio to 1.35% as requiredapplied by the Dodd-Frank Act;
Heightened compliance standards under the Volcker Rule;courts and
Enhanced bank regulatory supervision as a larger financial institution. government agencies.

See "Supervision and Regulation," in Item 1. Business.

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Negative publicity could damage the Corporation’s reputation and business.

Reputation risk, or the risk to the Corporation's earnings and capital from negative public opinion, is inherent in the Corporation's business. Negative public opinion could result from the Corporation's actual or alleged conduct in any number of activities, including lending practices, corporate governance, regulatory, compliance, mergers and acquisitions, and disclosure, sharing or inadequate protection of customer information, and from actions taken by government agencies and community organizations in response to that conduct. Because the Corporation conducts the majority of its businesses under the "Fulton" brand, negative public opinion about one line of business could affect the Corporation's other lines of businesses.

From time to time the Corporation and its subsidiaries may be the subject of litigation and governmental or administrative proceedings. Adverse outcomes of any such litigation or proceedings may have a material adverse impact on the Corporation’s business and results of operations as well as its reputation.

Many aspects of the Corporation’s business involve substantial risk of legal liability. From time to time, the Corporation and its subsidiaries have been named or threatened to be named as defendants in various lawsuits arising from its business activities (and in some cases from the activities of companies that were acquired). In addition, the Corporation and its bank subsidiaries are regularly the subject of governmental investigations and other forms of regulatory inquiry. For example, the Corporation is cooperating with the U.S. Department of Justice in an investigation regarding potential violations of the fair lending laws by Fulton Bank, Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank due to potential lending discrimination on the basis of race and national origin. Like other large financial institutions, we arethe Corporation is also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. These matters could result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Substantial legal liability or significant regulatory actions against us could materially adversely affect our business, financial condition or results of operations and/or cause significant reputational harm to our business. The Corporation establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. However, the Corporation may still incur legal costs for a matter, even if a reserve has not been established.

Currently, the Corporation and its bank subsidiaries are the subject of regulatory proceedings in the form of the Consent Orders. The Corporation can provide no assurance as to the outcome or resolution of legal or administrative actions, and such actions may result in judgments against us for significant damages or the imposition of regulatory restrictions on our operations. Resolution of these types of matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other proceedings.

The Corporation is subject to a variety of risks in connection with origination and sale of loans.

The Corporation originates residential mortgage loans and other loans, such as loans guaranteed, in part, by the U.S. Small Business Administration, all or portions of which are later sold in the secondary market to government sponsored enterprises or agencies, such as the Federal National Mortgage Association (Fannie Mae), and other non-government sponsored investors. In connection with such sales, the Corporation makes certain representations and warranties with respect to matters such as the underwriting, origination, documentation or other characteristics of the loans sold. The Corporation may be required to repurchase a loan, or to reimburse the purchaser of a loan for any related losses, if it is determined that the loan sold was in violation of representations or warranties made at the time of the sale, and, in some cases, if there is evidence of borrower fraud, in the event of early payment default by the borrower on the loan, or for other reasons. The Corporation maintains reserves for potential losses on certain loans sold, however, it is possible that losses incurred in connection with loan repurchases and reimbursement payments may be in


excess of any applicable reserves, and the Corporation may be required to increase reserves and may sustain additional losses associated with such loan repurchases and reimbursement payments in the future. Increases to the reserves and losses incurred in connection with actual loan repurchases and reimbursement payments in excess of the amount of any applicable reserves could have a material adverse effect on the Corporation’s financial condition or results of operations.

STRATEGIC AND EXTERNAL RISKS.

The Corporation is in the process of transforming its business model and this transformation may not be successful.

The Corporation historically has followed a "super-community" banking strategy under which the Corporation has operated its bank subsidiaries autonomously to maximize the advantages of the community banking model in serving the needs of its customers. Reliance on this model has posed challenges to the Corporation's efforts to manage risk efficiently and effectively through a centralized risk management and compliance function. As a result of these challenges and a desire to refine its business strategy, the Corporation is in the process of transitioning to a business model that is primarily focused on alignment of services with the customer segments the Corporation serves and less oriented to geographic boundaries.

The transformation of the Corporation’s business model, which will beis being implemented over a period of several years, may have some or all of the following unintended effects:

The efficiencies sought may not be achieved;
Some customers may not receive the change in business model in a positive manner, and relationships with these customers may be jeopardized;
The changes in organizational structure and the evolution of the Corporation’s culture that will be required to support the transition to the new business model may lead to dissatisfaction among employees which could make it more difficult for the Corporation to retain key employees;
The transition to the new business model may create operational and other challenges that are disruptive to the Corporation’s business; and
Expenses will be incurred in the implementation of the new business model, and the implementation process may distract the Corporation from the achievement ofachieving other fundamental business objectives.




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The Corporation may not be able to achieve its growth plans.

The Corporation’s business plan includes the pursuit of profitable growth. Under current economic, competitive and regulatory conditions, profitable growth may be difficult to achieve due to one or more of the following factors:

In the current, prolonged low interest rate environment, the Corporation’s net interest margin has been compressed, and it is possible that a net interest margin that is lower than historical levels could continue for some time. As a result, income growth will likely need to come from growth in the volume of earning assets, particularly loans, and an increase in non-interest income. However, customer demand and competition could make such income growth difficult to achieve;
In recent years, reductions in the Corporation’s provision for credit losses have had a significant favorable impact on the Corporation’s earnings, in comparison to earlier years, during which credit losses and the provision for credit losses were elevated. Significant further reductions in the provision for loan losses are not likely;
Operating expenses, particularly in the compliance and risk management areas, have been elevated, and such expenses are unlikely to be reducedmay increase in the near future;future, as a result of Fulton Bank surpassing the $10 billion in assets threshold; and
Growth through acquisition or branching to supplement organic growth is unlikely to occur while the Consent Orders referenced above are in place, due to an inability to obtain the required regulatory approvals.

The competition the Corporation faces is significant and may reduce the Corporation's customer base and negatively impact the Corporation's results of operations.

There is significant competition among commercial banks in the market areas served by the Corporation. In addition, the Corporation also competes with other providers of financial services, such as savings and loan associations, credit unions, consumer finance companies, securities firms, insurance companies, commercial finance and leasing companies, the mutual funds industry, full service brokerage firms and discount brokerage firms, some of which are subject to less extensive regulation than the Corporation is with respect to the products and services they provide and have different cost structures. Some of the Corporation's competitors have greater resources, higher lending limits, lower cost of funds and may offer other services not offered by the Corporation. The Corporation also experiences competition from a variety of institutions outside its market areas. Some of these institutions conduct business primarily over the Internet and, as a result, may be able to realize certain cost savings and offer products and services at more favorable rates and with greater convenience to the customer. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. In addition, technology


has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as transferring funds and paying bills.

Competition may adversely affect the rates the Corporation pays on deposits and charges on loans, and could result in the loss of fee income, as well as the loss of customer deposits and the income generated from those deposits, thereby potentially adversely affecting the Corporation's profitability.profitability and its ability to continue to grow. The Corporation's profitability and continued growth depends upon its continued ability to successfully compete in the market areas it serves. See "Competition," in Item 1. Business.“Business-Competition."

If the goodwill that the Corporation has recorded in connection with its acquisitions becomes impaired, it could have a negative impact on the Corporation's results of operations.

In the past, the Corporation supplemented its internal growth with strategic acquisitions of banks, branches and other financial services companies. If the purchase price of an acquired company exceeds the fair value of the company's net assets, the excess is carried on the acquirer's balance sheet as goodwill. As of December 31, 2015,2016, the Corporation had $530.6 million of goodwill recorded on its balance sheet. The Corporation is required to evaluate goodwill for impairment at least annually. Write-downs of the amount of any impairment, if necessary, are to be charged to earnings in the period in which the impairment occurs. There can be no assurance that future evaluations of goodwill will not result in impairment charges.

Changes in accounting policies, standards, and interpretations could materially affect how we report our financial condition and results of operations.

The preparation of the Corporation’s financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as revenues and expenses during the period. A summary of the accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain, including those related to the allowance for credit losses, goodwill, income taxes, and fair value measurements, is set forth in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies" and within "Note 1-Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

A variety of factors could affect the ultimate values of assets, liabilities, income and expenses recognized and reported in the Corporation’s financial statements and these ultimate values may differ materially from those determined based on management’s estimates and assumptions. In addition, the Financial Accounting Standards Board ("FASB"), regulatory agencies, and other bodies that establish accounting standards from time to time change the financial accounting and reporting standards governing the preparation of the Corporation’s financial statements. Further, those bodies that establish and interpret the accounting standards (such as the FASB, the Securities and Exchange Commission, and banking regulators) may change prior interpretations or positions regarding how these standards should be applied. These changes can be difficult to predict and can materially affect how the Corporation records and reports its financial condition and results of operations. For example, during 2016, the FASB issued a new accounting standard, Accounting Standards Update 2016-13, that will require the recognition of credit losses on loans and other financial assets based on an entity’s current estimate of expected losses over the lifetime of each loan or other financial asset, referred to as the current expected credit loss ("CECL") model, as opposed to current accounting standards, which require recognition of losses on loans and other financial assets only when those losses are "probable." The Corporation’s adoption of this accounting standard, which is required for interim and annual reporting periods beginning after December 15, 2019, could materially affect the Corporation’s allowance for credit losses methodology, financial condition, capital levels and results of operations, including expenses the Corporation may incur in implementing this accounting standard.See "Note 1 - Summary of Significant Accounting Policies - Recently Issued Accounting Standards" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

OPERATIONAL RISKS.

The Corporation is exposed to many types of operational and other risks and the Corporation's framework for managing risks may not be effective in mitigating risk.

The Corporation is exposed to many types of operational risk, including the risk of human error or fraud by employees and outsiders,other third parties, intentional and inadvertent misrepresentation by loan applicants, unsatisfactory performance by employees and vendors, clerical and record-keeping errors, computer and telecommunications systems malfunctions or failures and reliance on data that may be faulty or incomplete. In an environment characterized by continual, rapid technological change, as discussed below, when the Corporation introduces new products and services, or makes changes to its information technology systems and


processes, these operational risks are increased. Any of these operational risks could result in the Corporation's diminished ability to operate one or more of its businesses, financial loss, potential liability to customers, inability to secure insurance, reputational damage and regulatory intervention, which could materially adversely affect the Corporation.

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The Corporation’s risk management framework is subject to inherent limitations, and risks may exist, or develop in the future, that the Corporation has not anticipated or identified. If the Corporation's risk management framework proves to be ineffective, the Corporation could suffer unexpected losses and could be materially adversely affected. TheAs noted above, the Corporation’s historical decentralized banking strategy further challenges the Corporation's efforts to manage risk efficiently and effectively through a centralized risk management and compliance function.

The Corporation’s operational risks include risks associated with third-party vendors and other financial institutions.

The Corporation relies upon certain third-party vendors to provide products and services necessary to maintain its day-to-day operations, including, notably, responsibility for the core processing system that services all of the Corporation’s bank subsidiaries. Accordingly, the Corporation’s operations are exposed to the risk that these vendors might not perform in accordance with applicable contractual arrangements or service level agreements. The failure of an external vendor to perform in accordance with applicable contractual arrangements or service level agreements could be disruptive to the Corporation’s operations, which could have a material adverse effect on the Corporation’s financial condition and/or results of operations. Further, third-party vendor risk management has become a point of regulatory emphasis recently. A failure of the Corporation to follow applicable regulatory guidance in this area could expose the Corporation to regulatory sanctions.

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, execution of transactions or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This risk is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Corporation interacts on a daily basis, and therefore could adversely affect the Corporation.

Any of these operational or other risks could result in the Corporation's diminished ability to operate one or more of its businesses, financial loss, potential liability to customers, inability to secure insurance, reputational damage and regulatory intervention, which could materially adversely affect the Corporation.

The Corporation’s internal controls may be ineffective.

One critical component of the Corporation’s risk management framework is its system of internal controls. Management regularly reviews and updates the Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide reasonable, but not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, results of operations, financial condition and reputation. See Item 9A. Controls"Controls and Procedures."

Loss of, or failure to adequately safeguard, confidential or proprietary information may adversely affect the Corporation's operations, net income or reputation.

The Corporation’s business is highly dependent on information systems and technology and the ability to collect, process, transmit and store significant amounts of confidential information regarding customers, employees and others on a daily basis. While the Corporation performs some of the functions required to operate its business directly, it also outsources significant business functions, such as processing customer transactions, maintenance of customer-facing websites, including its online banking function, and developing software for new products and services, among others. These relationships require the Corporation to allow third parties to access, store, process and transmit customer information. As a result, the Corporation may be subject to cyber security risks directly, as well as indirectly through the vendors to whom it outsources business functions. The increased use of smartphones, tablets and other mobile devices, as well as cloud computing, may also heighten these and other operational risks. Cyber threats could result in unauthorized access, loss or destruction of customer data, unavailability, degradation or denial of service, introduction of computer viruses and other adverse events, causing the Corporation to incur additional costs (such as repairing systems or adding new personnel or protection technologies). Cyber threats may also subject the Company to regulatory investigations, litigation or enforcement or require the payment of regulatory fines or penalties, all or any of which could adversely affect the Corporation’s business, financial condition or results of operations and damage its reputation.



The Corporation attempts to reduce its exposure to its vendors’ cyber incidents by performing initial vendor due diligence that is updated periodically for critical vendors, negotiating service level standards with vendors, negotiating for indemnification from vendors for confidentiality and data breaches, and limiting third-party access to the least privileged level necessary to perform outsourced functions, among other things. The Corporation also uses monitoring and preventive controls to detect and respond

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to cyber threats to its own systems before they become significant. However, there can be no assurance that the measures employed by the Corporation to combat direct or indirect cyber threats will be effective. In addition, because the methods of cyber attacks change frequently or, in some cases, are not recognized until launched, the Corporation may be unable to implement effective preventive control measures or proactively address these methods. The Corporation’s or a vendor’s failure to promptly identify and counter a cyber attack may result in increased costs and consequences of a successful cyber attack. Although the Corporation maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be inapplicable or otherwise insufficient to cover any or all losses.
Recent account
Account data compromise events at large retailers, hashealth insurers and others in recent years have resulted in heightened legislative and regulatory focus on privacy, data protection and information security. New or revised laws and regulations may significantly impact the Corporation’s current and planned privacy, data protection and information security-related practices, the collection, use, sharing, retention and safeguarding of consumer and employee information, and current or planned business activities. Compliance with current or future privacy, data protection and information security laws to which the Corporation is subject could result in higher compliance and technology costs and could restrict the Corporation’s ability to provide certain products and services, which could materially and adversely affect the Corporation’s profitability. The Corporation’s failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory and governmental investigations and/or actions, litigation, fines, sanctions and damage to the Corporation’s reputation and its brand.

The Corporation continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Corporation’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations. The costs of new technology, including personnel, can be high, in both absolute and relative terms. Many of the Corporation’s financial institution competitors have substantially greater resources to invest in technological improvements. In addition, new payment services developed and offered by non-financial institutionnon-bank competitors pose an increasing threat to the traditional payment services offered by financial institutions. The Corporation may not be able to effectively implement new technology-driven products and services, be successful in marketing these products and services to its customers, or effectively deploy new technologies to improve the efficiency of its operations. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation’s business, financial condition and results of operations.

There can be no assurance, given the past pace of change and innovation, that the Corporation’s technology, either purchased or developed internally, will meet or continue to meet the needs of the Corporation and the needs of its customers.

In addition, advances in technology, as well as changing customer preferences favoring access to the Corporation’s products and services through digital channels, could decrease the value of the Corporation’s branch network and other assets. If customers increasingly choose to access the Corporation’s products and services through digital channels, the Corporation may find it necessary to consolidate, close or sell branch locations or restructure its branch network. These actions could lead to losses on assets, expenses to reconfigure branches and the loss of customers in affected markets. As a result, the Corporation’s business, financial condition or results of operations may be adversely affected.

The Corporation may not be able to attract and retain skilled people.

The Corporation’s success depends, in large part, on its ability to attract and retain skilled people. Competition for talented personnel in most activities engaged in by the Corporation can be intense, and the Corporation may not be able to hire sufficiently skilled people or to retain them. The unexpected loss of services of one or more of the Corporation’s key personnel could have a material adverse impact on the Corporation’s business because of their skills, knowledge of the Corporation’s markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

As an example, and as noted above, the Corporation is engaged in an effort to enhance its compliance and risk management functions. Because many of the Corporation’s peers are engaged in similar efforts, the competition for personnel with skills in these areas can be significant and, to the extent that the Corporation is able to attract qualified personnel, the expense associated with hiring and retaining such personnel may be substantial.



RISKS RELATED TO AN INVESTMENT IN THE CORPORATION’S SECURITIES.

The Corporation's future growth may require the Corporation to raise additional capital in the future, but that capital may not be available when it is needed or may be available only at an excessive cost.

The Corporation is required by regulatory authoritiesagencies to maintain adequate levels of capital to support its operations. In 2015, the Corporation issued subordinated debt intended to qualify as Tier 2 capital for regulatory purposes, and theThe Corporation anticipates that current capital levels will satisfy regulatory requirements for the foreseeable future. The Corporation, however, may at some point choose to raise additional capital to support future growth. The Corporation's ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside of the Corporation's control. Accordingly, the Corporation

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may be unable to raise additional capital, if and when needed, on terms acceptable to the Corporation, or at all. If the Corporation cannot raise additional capital when needed, its ability to expand operations through internal growth and acquisitions could be materially impacted. In the event of a material decrease in the Corporation's stock price, future issuances of equity securities could result in dilution of existing shareholder interests.

Capital planning has taken on more importance due to regulatory requirements and the Basel III capital standards.

Consistent with current regulatory guidance, the Corporation conducts an annual stress test using internal financial data and different economic scenarios provided by the FRB, and reports the results of the stress test to the FRB. Beginning in 2015, the Corporation is also be required to publicly disclose a summary of the results of the stress test reported to the FRB completed under the severely adverse scenario. The Corporation's board of directors and its senior management are required to consider the results of the annual stress test in the normal course of business, including as part of its capital planning process and the evaluation of the adequacy of its capital. The results of future stress testing processes may lead the Corporation to retain additional capital or alter the mix of its capital components. In addition, the implementation of certain regulations with regard to regulatory capital could disproportionately affect the Corporation's regulatory capital position relative to that of its competitors, including those who may not be subject to the same regulatory requirements.

In 2013, the federal banking regulatory agencies implemented the U.S. Basel III Capital Rules, including: (i) new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets, (ii) increased minimum Tier 1 capital ratio (from 4.00% to 6.00% of risk-weighted assets), (iii) retention of the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio at 4.00% of average assets and (iv) a new "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. As a result of the implementation of the new capital standards, certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation’s size and are included in Tier 2 capital instead.

The fully phased-in capital standards under the U.S. Basel III Capital Rules require banks to maintain more capital than the minimum levels required under former regulatory capital standards. The new minimum regulatory capital requirements began to apply to the Corporation on January 1, 2015. The required minimum capital conservation buffer began to be phased in incrementally on January 1, 2016 and will be fully phased in on January 1, 2019. The failure to meet the established capital requirements could result in the federal banking regulators placing limitations or conditions on the activities of the Corporation or its bank subsidiaries or restricting the commencement of new activities, and such failure could subject the Corporation or its bank subsidiaries to a variety of enforcement remedies, including limiting the ability of the Corporation or its bank subsidiaries to pay dividends, issuing a directive to increase capital and terminating FDIC deposit insurance. In addition, the failure to comply with the capital conservation buffer will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As of December 31, 2015,2016, the Corporation's current capital levels met the fully-phased infully phased-in minimum capital requirements, including capital conservation buffers, as set forth in the U.S. Basel III Capital Rules. See "Capital Requirements," under "Supervision and Regulation" in Item 1. Business."Business-Supervision and Regulation-Capital Requirements."

The Corporation is a holding company and relies on dividends and other payments from its subsidiaries for substantially all of its revenue and its ability to make dividend payments, distributions and other payments.

The Corporation is a separate and distinct legal entity from its bank and nonbank subsidiaries, and depends on the payment of dividends and other payments and distributions from its subsidiaries, principally its bank subsidiaries, for substantially all of its revenues. As a result, the Corporation's ability to make dividend payments on its common stock depends primarily on certain federal and state regulatory considerations and the receipt of dividends and other distributions from its subsidiaries. There are various regulatory and prudential supervisory restrictions, which may change from time to time, that impact the ability of the Corporation’s bank subsidiaries to pay dividends or make other payments to it. There can be no assurance that the Corporation’s bank subsidiaries will be able to pay dividends at past levels, or at all, in the future. If the Corporation does not receive sufficient cash dividends or is unable to borrow from its bank subsidiaries, then the Corporation may not have sufficient funds to pay dividends


to its shareholders, repurchase its common stock or service its debt obligations. See "LoansItem 1. "Business-Supervision and Regulation-Loans and Dividends from Subsidiary Banks,Banks." under "Supervision and Regulation" in Item 1. Business.

In addition, as noted above, liquidity and capital planning at both the bank and holding company levels has become an area of increased regulatory emphasis. In recent years, the Corporation has pursued a strategy of capital management under which it has sought to deploy its capital, through stock repurchases, increased regular dividends and special dividends, in a manner that is beneficial to the Corporation’s shareholders. This capital management strategy is subject to regulatory supervision.

25



A downgrade in the credit ratings of the Corporation or its bank subsidiaries could have a material adverse impact on the Corporation.

Fitch, Inc., Moody's Investors Service, Inc. and DBRS, Inc. continuously evaluate the Corporation and its subsidiaries, and their ratings of the Corporation and its subsidiary's long-term and short-term debt are based on a number of factors, including financial strength, as well as factors not entirely within the Corporation’s and its subsidiaries' control, such as conditions affecting the financial services industry generally. In light of these reviews and the continued focus on the financial services industry generally, the Corporation and its subsidiaries may not be able to maintain their current respective ratings. Ratings downgrades by any of these credit rating agencies could have a significant and immediate impact on the Corporation's funding and liquidity through cash obligations, reduced funding capacity and collateral triggers. A reduction in the Corporation's or its subsidiaries' credit ratings could also increase the Corporation's borrowing costs and limit its access to the capital markets.

Downgrades in the credit or financial strength ratings assigned to the counterparties with whom the Corporation transacts could create the perception that the Corporation's financial condition will be adversely impacted as a result of potential future defaults by such counterparties. Additionally, the Corporation could be adversely affected by a general, negative perception of financial institutions caused by the downgrade of other financial institutions. Accordingly, ratings downgrades for other financial institutions could affect the market price of the Corporation's stock and could limit access to or increase its cost of capital.

Anti-takeover provisions could negatively impact the Corporation's shareholders.

Provisions of banking laws, Pennsylvania corporate law and of the Corporation's Amended and Restated Articles of Incorporation and Bylaws could make it more difficult for a third party to acquire control of the Corporation or have the effect of discouraging a third party from attempting to acquire control of the Corporation. To the extent that these provisions discourage such a transaction, holders of the Corporation's common stock may not have an opportunity to dispose of part or all of their stock at a higher price than that prevailing in the market. These provisions may also adversely affect the market price of the Corporation’s stock. In addition, some of these provisions make it more difficult to remove, and thereby may serve to entrench, the Corporation's incumbent directors and officers, even if their removal would be regarded by some shareholders as desirable.

Certain provisions of Pennsylvania corporate law applicable to the Corporation and the Corporation's Amended and Restated Articles of Incorporation and Bylaws include provisions which may be considered to be "anti-takeover" in nature because they may have the effect of discouraging or making more difficult the acquisition of control of the Corporation by means of a hostile tender offer, exchange offer, proxy contest or similar transaction. These provisions are intended to protect the Corporation's shareholders by providing a measure of assurance that the Corporation's shareholders will be treated fairly in the event of an unsolicited takeover bid and by preventing a successful takeover bidder from exercising its voting control to the detriment of the other shareholders. Certain provisions in the Corporation's Amended and Restated Articles of Incorporation and Bylaws, taken as a whole, may also discourage a hostile tender offer, exchange offer, proxy solicitation or similar transaction relating to the Corporation's common stock.

The ability of a third party to acquire the Corporation is also limited under applicable banking regulations. The BHCA requires any "bank holding company" (as defined in that Act) to obtain the approval of the FRB prior to acquiring more than 5% of the Corporation’s outstanding common stock. Any person other than a bank holding company is required to obtain prior approval of the FRB to acquire 10% or more of the Corporation’s outstanding common stock under the Change in Bank Control Act of 1978 and, under certain circumstances, such approvals are required at an even lower ownership percentage. Any holder of 25% or more of the Corporation’s outstanding common stock, other than an individual, is subject to regulation as a bank holding company under the BHCA. In addition, the delays associated with obtaining necessary regulatory approvals for acquisitions of interests in bank holding companies also tend to make more difficult certain methods of effecting acquisitions. While these provisions do not prohibit an acquisition, they would likely act as deterrents to an unsolicited takeover attempt.

Item 1B. Unresolved Staff Comments
None.


26




Item 2. Properties
The following table summarizes the Corporation’s full-service branch properties, by subsidiary bank, as of December 31, 20152016. Remote service facilities (mainly stand-alone automated teller machines) are excluded.
Subsidiary Bank Owned Leased Total Branches Owned Leased Total Branches
Fulton Bank, N.A. 44
 68
 112
 45
 67
 112
Fulton Bank of New Jersey 36
 29
 65
 36
 29
 65
The Columbia Bank 8
 23
 31
 8
 23
 31
Lafayette Ambassador Bank 4
 17
 21
 4
 17
 21
FNB Bank, N.A. 5
 2
 7
 5
 2
 7
Swineford National Bank 5
 2
 7
 5
 2
 7
Total 102
 141
 243
 103
 140
 243

The following table summarizes the Corporation’s other significant administrative properties. Banking subsidiaries also maintain administrative offices at their respective main banking branches, which are included within the preceding table.
Entity  Property  Location  Owned/Leased
Fulton Bank, N.A./Fulton Financial Corporation  Corporate Headquarters  Lancaster, PA  (1)
Fulton Financial Corporation  Operations Center  East Petersburg, PA  Owned
Fulton Bank, N.A.  Operations Center  Mantua, NJ  Owned
 
(1)Includes approximately 100,000 square feet which is owned by an independent third party who financed the construction through a loan from Fulton Bank, N.A. The Corporation is leasing this space from the third party in an arrangement accounted for as a capital lease. The lease term expires in 2027. The Corporation owns the remainder of the Corporate Headquarters location. This property also includes a Fulton Bank, N.A. branch, which is included in the preceding table.

Item 3. Legal Proceedings

The Corporation and its subsidiaries are involved in various legal proceedingsinformation presented in the ordinary course"Legal Proceedings" section of business of"Note 17 - Commitment and Contingencies" in the Corporation. The Corporation periodically evaluates the possible impact of pending litigation matters based on, among other factors, the advice of counsel, available insurance coverage and recorded liabilities and reserves for probable legal liabilities and costs. In addition, from timeNotes to time, the CorporationConsolidated Financial Statements is the subject of investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other industry participants. These inquiries could lead to administrative, civil or criminal proceedings, and could possibly result in fines, penalties, restitution or the need to alter the Corporation’s business practices, and cause the Corporation to incur additional costs. The Corporation’s practice is to cooperate fully with regulatory and governmental investigations.incorporated herein by reference.

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

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

27



expansion activities of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

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 will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

Item 4. Mine Safety Disclosures

Not applicable.

28




PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
As of December 31, 2015,2016, the Corporation had 174.2174.0 million shares of $2.50 par value common stock outstanding held byapproximately 34,00033,000 holders of record. The closing price per share of the Corporation’s common stock on December 31, 2015February 17, 2017 was $13.01.$19.10. The common stock of the Corporation is traded on the Global Select Market of The NASDAQ Stock Market under the symbol FULT.
The following table presents the quarterly high and low prices of the Corporation’s stock and per share cash dividends declared for each of the quarterly periods in 20152016 and 2014:2015:
 Price Range Per
Share Dividend
 Price Range Per
Share Dividend
 High Low  High Low 
2016      
First Quarter $13.74
 $11.48
 $0.09
Second Quarter 14.35
 12.66
 0.10
Third Quarter 14.86
 12.91
 0.10
Fourth Quarter 19.45
 14.04
 0.12
2015            
First Quarter $12.68
 $11.00
 $0.09
 $12.68
 $11.00
 $0.09
Second Quarter 13.52
 11.85
 0.09
 13.52
 11.85
 0.09
Third Quarter 13.66
 11.60
 0.09
 13.66
 11.60
 0.09
Fourth Quarter 14.59
 11.61
 0.11
 14.59
 11.61
 0.11
2014      
First Quarter $13.18
 $11.73
 $0.08
Second Quarter 13.16
 11.35
 0.08
Third Quarter 12.71
 11.05
 0.08
Fourth Quarter 12.67
 10.43
 0.10
Restrictions on the Payments of Dividends
The Corporation is a separate and distinct legal entity from its banking and nonbanking subsidiaries, and depends on the payment of dividends from its subsidiaries, principally its banking subsidiaries, for substantially all of its revenues. As a result, the Corporation's ability to make dividend payments on its common stock depends primarily on certain federal and state regulatory considerations and the receipt of dividends and other distributions from its subsidiaries. There are various regulatory and prudential supervisory restrictions, which may change from time to time, that impact the ability of its banking subsidiaries to pay dividends or make other payments to it. For additional information regarding the regulatory restrictions applicable to the Corporation and its subsidiaries, see "Supervision and Regulation," in Item 1. Business;"Business;" Item 1A. Risk"Risk Factors - "TheThe Corporation is a holding company and relies on dividends and other payments from its subsidiaries for substantially all of its revenue and its ability to make dividend payments, distributions and other payments," under "Risks Related to an Investment in the Corporation’s Securities;" and "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."

Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about options outstanding under the Corporation’s Amended and Restated Equity and Cash Incentive Compensation Plan and the number of securities remaining available for future issuance under the Corporation's Amended and Restated Equity and Cash Incentive Compensation Plan, the 2011 Directors' Equity Participation Plan and the Employee Stock Purchase Plan as of December 31, 2015:2016:
Plan Category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
 Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column) (3)
 Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
 Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column) (3)
Equity compensation plans approved by security holders 3,770,889
 $12.31
 14,014,131
 2,837,963
 $10.98
 13,767,305
Equity compensation plans not approved by security holders 
 
 
 
 
 
Total 3,770,889
 $12.31
 14,014,131
 2,837,963
 $10.98
 13,767,305

(1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 790,8021,046,296 performance-based restricted stock units (PSUs)("PSUs"), which is the target number of PSUs that are payable under the Amended and Restated Equity and Cash Incentive Compensation Plan (Employee ("Employee


Equity Plan)Plan"), though no shares will be issued until achievement of applicable performance goals.goals, and includes 461,484 time-vested restricted stock units ("RSUs") granted under the Employee Equity Plan

29



(2) The weighted-average exercise price of outstanding options, warrants and rights does not take into account outstanding PSUs that may be issuedand RSUs granted under the Employee Equity Plan upon achievement of applicable performance goals.Plan.
(3) Consists of 11,538,86311,427,029 shares that may be awarded under the Amended and RestatedEmployee Equity and Cash Incentive Compensation Plan, 395,879370,552 shares that may be awarded under the 2011 Directors' Equity Participation Plan and 2,079,3891,969,724 of shares that may be purchased under the Employee Stock Purchase Plan. Excludes accrued purchase rights under the Employee Stock Purchase Plan as of December 31, 20152016 as the number of shares to be purchased is indeterminable until the time shares are issued.

Performance Graph
The following graph shows cumulative total shareholder return (i.e., price change, plus reinvestment of dividends) on the common stock of Fulton Financial Corporation during the five-year period ended December 31, 2015,2016, compared with (1) the NASDAQ Bank Index and (2) the Standard and Poor's 500 index (S("S&P 500)500"). The graph is not indicative of future price performance.
The graph below is furnished under this Part II, Item 5 of this Form 10-K and shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
 
 Year Ending December 31 Year Ending December 31
Index 2010 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 2016
Fulton Financial Corporation $100.00
 $96.85
 $97.76
 $136.69
 $132.79
 $144.00
 $100.00
 $100.93
 $141.13
 $137.10
 $148.68
 $220.81
S&P 500 $100.00
 $102.11
 $118.45
 $156.82
 $178.28
 $180.75
 $100.00
 $116.00
 $153.57
 $174.60
 $177.01
 $198.18
NASDAQ Bank Index $100.00
 $89.50
 $106.23
 $150.55
 $157.95
 $171.92
 $100.00
 $118.35
 $162.04
 $193.48
 $212.35
 $227.80







30







Item 6. Selected Financial Data
5-YEAR CONSOLIDATED SUMMARY OF FINANCIAL RESULTS
(dollars in thousands, except per-share data)
2015 2014 2013 2012 20112016 2015 2014 2013 2012
SUMMARY OF INCOME                  
Interest income$583,789
 $596,078
 $609,689
 $647,496
 $693,698
$603,100
 $583,789
 $596,078
 $609,689
 $647,496
Interest expense83,795
 81,211
 82,495
 103,168
 133,538
82,328
 83,795
 81,211
 82,495
 103,168
Net interest income499,994
 514,867
 527,194
 544,328
 560,160
520,772
 499,994
 514,867
 527,194
 544,328
Provision for credit losses2,250
 12,500
 40,500
 94,000
 135,000
13,182
 2,250
 12,500
 40,500
 94,000
Investment securities gains, net9,066
 2,041
 8,004
 3,026
 4,561
2,550
 9,066
 2,041
 8,004
 3,026
Non-interest income, excluding investment securities gains172,773
 165,338
 179,660
 213,386
 182,932
187,628
 172,773
 165,338
 179,660
 213,386
Loss on redemption of trust preferred securities5,626
 
 
 
 

 5,626
 
 
 
Non-interest expense, excluding loss on redemption of trust preferred securities474,534
 459,246
 461,433
 449,294
 416,242
489,519
 474,534
 459,246
 461,433
 449,294
Income before income taxes199,423
 210,500
 212,925
 217,446
 196,411
208,249
 199,423
 210,500
 212,925
 217,446
Income taxes49,921
 52,606
 51,085
 57,601
 50,838
46,624
 49,921
 52,606
 51,085
 57,601
Net income$149,502
 $157,894
 $161,840
 $159,845
 $145,573
$161,625
 $149,502
 $157,894
 $161,840
 $159,845
PER COMMON SHARE                  
Net income (basic)$0.85
 $0.85
 $0.84
 $0.80
 $0.73
$0.93
 $0.85
 $0.85
 $0.84
 $0.80
Net income (diluted)0.85
 0.84
 0.83
 0.80
 0.73
0.93
 0.85
 0.84
 0.83
 0.80
Cash dividends0.38
 0.34
 0.32
 0.30
 0.20
0.41
 0.38
 0.34
 0.32
 0.30
RATIOS                  
Return on average assets0.86% 0.93% 0.96% 0.98% 0.90%0.88% 0.86% 0.93% 0.96% 0.98%
Return on average common shareholders’ equity7.38
 7.62
 7.88
 7.79
 7.45
Return on average tangible common shareholders’ equity (1)10.01
 10.31
 10.76
 10.73
 10.54
Return on average equity7.69
 7.38
 7.62
 7.88
 7.79
Return on average tangible equity (1)
10.30
 10.01
 10.31
 10.76
 10.73
Net interest margin3.21
 3.39
 3.50
 3.76
 3.90
3.18
 3.21
 3.39
 3.50
 3.76
Efficiency ratio (1)68.61
 65.65
 63.39
 57.61
 54.27
67.16
 68.61
 65.65
 63.39
 57.61
Dividend payout ratio44.71
 40.48
 38.55
 37.50
 27.40
44.09
 44.71
 40.48
 38.55
 37.50
Average equity to assets ratio11.64
 12.22
 12.22
 12.62
 12.12
PERIOD-END BALANCES                  
Total assets$17,914,718
 $17,124,767
 $16,934,634
 $16,533,097
 $16,375,174
$18,944,247
 $17,914,718
 $17,124,767
 $16,934,634
 $16,533,097
Investment securities2,484,773
 2,323,371
 2,568,434
 2,721,082
 2,596,347
2,559,227
 2,484,773
 2,323,371
 2,568,434
 2,721,082
Loans, net of unearned income13,838,602
 13,111,716
 12,782,220
 12,146,971
 11,971,223
14,699,272
 13,838,602
 13,111,716
 12,782,220
 12,146,971
Deposits14,132,317
 13,367,506
 12,491,186
 12,484,163
 12,535,015
15,012,864
 14,132,317
 13,367,506
 12,491,186
 12,484,163
Short-term borrowings497,663
 329,719
 1,258,629
 868,399
 597,033
541,317
 497,663
 329,719
 1,258,629
 868,399
FHLB advances and long-term debt949,542
 1,139,413
 883,584
 894,253
 1,040,149
929,403
 949,542
 1,139,413
 883,584
 894,253
Shareholders’ equity2,041,894
 1,996,665
 2,063,187
 2,081,656
 1,992,539
2,121,115
 2,041,894
 1,996,665
 2,063,187
 2,081,656
AVERAGE BALANCES                  
Total assets$17,406,843
 $16,959,507
 $16,811,337
 $16,257,776
 $16,114,343
$18,371,173
 $17,406,843
 $16,959,507
 $16,811,337
 $16,257,776
Investment securities2,359,689
 2,480,454
 2,718,174
 2,766,552
 2,637,130
2,469,564
 2,347,810
 2,485,292
 2,715,546
 2,724,257
Loans, net of unearned income13,330,973
 12,885,180
 12,578,524
 11,968,567
 11,906,447
14,128,064
 13,330,973
 12,885,180
 12,578,524
 11,968,567
Deposits13,747,113
 12,867,663
 12,473,184
 12,392,580
 12,455,065
14,585,545
 13,747,113
 12,867,663
 12,473,184
 12,392,580
Short-term borrowings323,772
 832,839
 1,196,323
 690,883
 495,791
395,727
 323,772
 832,839
 1,196,323
 690,883
FHLB advances and long-term debt1,023,972
 965,601
 889,461
 933,727
 1,034,475
959,142
 1,023,972
 965,601
 889,461
 933,727
Shareholders’ equity2,026,883
 2,071,640
 2,053,821
 2,050,994
 1,953,396
2,100,634
 2,026,883
 2,071,640
 2,053,821
 2,050,994

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


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Supplemental Reporting of Non-GAAP Based Financial Measures
This Annual Report on Form 10-K contains supplemental financial information, as detailed below, which has been derived by methods other than Generally Accepted Accounting Principles ("GAAP"). The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety. Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure as of and for the year ended December 31:
2015 2014 2013 2012 20112016 2015 2014 2013 2012
(in thousands, except per share data and percentages)(in thousands, except per share data and percentages)
Return on average common shareholders' equity (tangible)
Return on average tangible equityReturn on average tangible equity
Net income$149,502
 $157,894
 $161,840
 $159,845
 $145,573
$161,625
 $149,502
 $157,894
 $161,840
 $159,845
Plus: Intangible amortization, net of tax161
 818
 1,584
 1,970
 2,767

 161
 818
 1,584
 1,970
Numerator$149,663
 $158,712
 $163,424
 $161,815
 $148,340
$161,625
 $149,663
 $158,712
 $163,424
 $161,815
                  
Average common shareholders' equity$2,026,883
 $2,071,640
 $2,053,821
 $2,050,994
 $1,953,396
$2,100,634
 $2,026,883
 $2,071,640
 $2,053,821
 $2,050,994
Less: Average goodwill and intangible assets(531,618) (532,425) (534,431) (542,600) (545,920)(531,556) (531,618) (532,425) (534,431) (542,600)
Average tangible shareholders' equity (denominator)$1,495,265
 $1,539,215
 $1,519,390
 $1,508,394
 $1,407,476
$1,569,078
 $1,495,265
 $1,539,215
 $1,519,390
 $1,508,394
                  
Return on average common shareholders' equity (tangible), annualized10.01% 10.31% 10.76% 10.73% 10.54%
Return on average tangible equity10.30% 10.01% 10.31% 10.76% 10.73%
                  
Efficiency ratio                  
Non-interest expense$480,160
 $459,246
 $461,433
 $449,294
 $416,242
Non-interest expense, excluding loss on redemption of trust preferred securities$489,519
 $480,160
 $459,246
 $461,433
 $449,294
Less: Intangible amortization(247) (1,259) (2,438) (3,031) (4,257)
 (247) (1,259) (2,438) (3,031)
Less: Loss on redemption of trust preferred securities(5,626) 
 
 
 

 (5,626) 
 
 
Numerator$474,287
 $457,987
 $458,995
 $446,263
 $411,985
$489,519
 $474,287
 $457,987
 $458,995
 $446,263
                  
Net interest income (fully taxable equivalent) (1)$518,464
 $532,322
 $544,474
 $561,190
 $576,232
$541,271
 $518,464
 $532,322
 $544,474
 $561,190
Plus: Total Non-interest income181,839
 167,379
 187,664
 216,412
 187,493
190,178
 181,839
 167,379
 187,664
 216,412
Less: Investment securities gains, net(9,066) (2,041) (8,004) (3,026) (4,561)(2,550) (9,066) (2,041) (8,004) (3,026)
Denominator$691,237
 $697,660
 $724,134
 $774,576
 $759,164
$728,899
 $691,237
 $697,660
 $724,134
 $774,576
                  
Efficiency ratio68.61% 65.65% 63.39% 57.61% 54.27%67.16% 68.61% 65.65% 63.39% 57.61%
                  
Non-performing assets to tangible common shareholders' equity and allowance for credit losses
Non-performing assets to tangible equity and allowance for credit lossesNon-performing assets to tangible equity and allowance for credit losses
Non-performing assets (numerator)$155,913
 $150,504
 $169,329
 $237,199
 $317,331
$144,453
 $155,913
 $150,504
 $169,329
 $237,199
                  
Tangible common shareholders' equity$1,510,338
 $1,464,862
 $1,530,111
 $1,546,093
 $1,448,330
Tangible equity$1,589,559
 $1,510,338
 $1,464,862
 $1,530,111
 $1,546,093
Plus: Allowance for credit losses171,412
 185,931
 204,917
 225,439
 258,177
171,325
 171,412
 185,931
 204,917
 225,439
Tangible common shareholders' equity and allowance for credit losses (denominator)$1,681,750
 $1,650,793
 $1,735,028
 $1,771,532
 $1,706,507
Tangible equity and allowance for credit losses (denominator)$1,760,884
 $1,681,750
 $1,650,793
 $1,735,028
 $1,771,532
Non-performing assets to tangible common shareholders' equity and allowance for credit losses9.27% 9.12% 9.76% 13.39% 18.60%8.20% 9.27% 9.12% 9.76% 13.39%

(1) Presented on a fully taxable equivalent basis, using a 35% Federal tax rate and statutory interest expense disallowances.



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Item 7. 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)("Management’s Discussion") relates to Fulton Financial Corporation (the Corporation)"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 and results of operations. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions which are intended to identify forward-looking statements.  Statements relating to the "outlook" or "outlook for 2016" contained herein are forward-looking statements.

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

the impact of adverse conditions in the economy and capital markets on the performance of the Corporation’s loan portfolio and demand for the Corporation’s products and services;
increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated collection and carrying costs related to such non-performing assets;
investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;
the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and net interest income;
the effects of changes in interest rates on demand for the Corporation’s products and services;
the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;
the Corporation’s ability to manage liquidity, both at the holding company level and at its bank subsidiaries;
the impact of increased regulatory scrutiny of the banking industry;
the effects of the increasing amounts of time and expense associated with regulatory compliance and risk management;
the potential for negative consequences from regulatory violations and investigations, including potential supervisory actions and the assessment of fines and penalties;
the additional time, expense and investment required to comply with, and the restrictions on potential growth and investment activities resulting from, the existing enforcement orders applicable to the Corporation and its bank subsidiaries by federal and state bank regulatory agencies requiring improvement in compliance functions and other remedial actions, or any future enforcement orders;
the Corporation’s ability to manage the uncertainty associated with the delay in implementing many of the regulations mandated by the Dodd-Frank Act;
the effects of, and uncertainty surrounding, potential changes in legislation, regulation and government policy as a result of the recent change in federal administration;
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 successfully transform its business model;
the Corporation’s ability to achieve its growth plans;
the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;
the Corporation’s ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;
the 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;

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the Corporation’s failure to identify and to address cyber-security risks;
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.

OVERVIEW AND OUTLOOK
Fulton Financial
The Corporation is a financial holding company comprised of six wholly owned banking subsidiaries which provide a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and/or maintaining or increasing the net interest margin, which is net interest income (fully taxable-equivalent, or FTE)"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 lines of business orand properties. Offsetting these revenue sources are provisions for credit losses on loans, non-interest expenses and income taxes.

The following table presents a summary of the Corporation’s earnings and selected performance ratios:
2015 20142016 2015
Net income (in thousands)$149,502
 $157,894
$161,625
 $149,502
Diluted net income per share$0.85
 $0.84
$0.93
 $0.85
Return on average assets0.86% 0.93%0.88% 0.86%
Return on average equity7.38% 7.62%7.69% 7.38%
Return on average tangible equity (1)10.01% 10.31%10.30% 10.01%
Net interest margin (2)3.21% 3.39%3.18% 3.21%
Efficiency ratio (1)68.61% 65.65%67.16% 68.61%
Non-performing assets to total assets0.76% 0.87%
Annualized net charge-offs to average loans0.09% 0.13%
 
(1)Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. Selected Financial Data.
(2)Presented on an FTE basis, using a 35% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of Management’s Discussion.

The year ended December 31, 2015 marked another year of continued progress in strengthening the Corporation's banking franchise. Highlights of the year included loan and core deposit growth, consistent asset quality, strong fee income growth, consolidation of 11 branches, funding initiatives and continued strong capital levels.
Following is a brief summary of the financial highlights for the year ended December 31, 2015.2016.

Net Income Per Share Growth - Diluted net income per share increased $0.01,$0.08, or 1.2%9.4%, to $0.85$0.93 per diluted share, compared to $0.84$0.85 in 2014.2015. This increase was due to a 10.4an increase in net income of $12.1 million, or 5.6%8.1%, and a 2.4 million, or 1.3%, decrease in weighted average diluted shares outstanding as net income decreased $8.4 million, or 5.3%, in comparison to 2014.2015. The decreaseincrease in net income was driven by a $14.9$20.8 million, or 2.9%4.2%, decreaseincrease in net interest income and a $20.9 million, or 4.6%, increase in non-interest expense, partially offset by a $10.3 million decrease in the provision for credit losses and a $14.5$14.9 million, or 8.6%, increase in non-interest income, mainlyexcluding investment securities gains, partially offset by a $10.9 million increase in the provision for credit losses, a $9.4 million, or 1.9%, increase in non-interest expense and a $6.5 million, or 71.9%, decrease in investment securities gains and other service charges and fees.gains.

Net Interest Income and Net Interest MarginGrowth- The $14.9$20.8 million decreaseincrease in net interest income resulted from the impact of a lower net interest margin,growth in interest-earning assets, partially offset by the impact of growth in interest-earning assets. For the year ended December 31, 2015, thea lower net interest margin decreased 18 basis points, or 5.3%, in comparison to 2014, driven by an 18 basis point decrease in yields on interest-earning assets and a 2 basis point increase in the cost of interest-bearing liabilities.margin.


Loan Growth- Average loans increased $445.8 million, or 3.5%, in comparison to 2014, with notable increases in commercial - industrial, financial and agricultural, commercial mortgages and construction loans. The Corporation's loan growth occurred throughout most of its markets.
Net Interest Margin- For the year ended December 31, 2016, the net interest margin decreased 3 basis points, or 0.9%, in comparison to 2015, driven by a 7 basis point decrease in yields on interest-earning assets, partially offset by a 4 basis point decrease in the cost of interest-bearing liabilities.

Loan Growth- Average loans increased $797.1 million, or 6.0%, in comparison to 2015, with notable increases in commercial mortgages, commercial - industrial, financial and agricultural, and construction loans. The Corporation's loan growth occurred throughout most of its markets.

Deposit Growth - Average deposits increased $838.4 million, or 6.1%, in comparison to 2015. The increase was the result of growth in demand and savings accounts, partially offset by a decrease in time deposits. Average deposit growth outpaced loan growth, which enhanced the Corporation's funding position. At December 31, 2016, the loan-to-deposit ratio was 97.9%, which was relatively flat compared to December 31, 2015.

Asset Quality - Overall asset quality continued to improve in 2015,2016, with decreases in net charge-offs, non-performing loans and overall delinquency levels driving a $10.3levels. The $10.9 million decreaseincrease in the provision for credit losses to $2.3 million.

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Deposit Growth - Average deposits increased $879.5$13.2 million or 6.8%, in comparison to 2014, with the increase coming almost entirely in demand and savings accounts. Average deposit growth outpaced loan growth, which enhanced the Corporation's funding position by reducing the average loan-to-deposit ratio to 97.0% for the year ended December 31, 2015 from 100.1% for2016 was primarily driven by growth in the year ended December 31, 2014.loan portfolio.

Non-Interest Income - Non-interest income, excluding securities gains, increased $14.5$14.9 million, or 8.6%, in comparison to 2014,2015, primarily driven by a $7.0 million increase in gains on sales of investment securities and a $4.1$7.5 million, or 10.3%17.0%, increase in other service charges and fee income.fees.

Non-Interest Expense - Non-interest expense increased $20.9$9.4 million, or 4.6%1.9%, in comparison to 2014,2015, driven largely by a $9.8$22.5 million, or 3.9%8.6%, increase in salaries and employee benefits and a $5.6 million loss incurred on the redemption of trust preferred securities (TruPS), a $2.7$2.3 million, or 15.9%,6.6% increase in software and data processing and a $2.0 million, or 15.6%, increaseexpense. These increases were partially offset by decreases in software. Excludingother expense categories, as discussed in the loss incurred on the TruPS, non-interest expense increased $15.3 million, or 3.3%, compared to 2014."Non-Interest Expense" section.

In both 2015 and 2014, the Corporation implemented cost savings initiatives that mitigated the impact of elevated expenses related to the continued build out of its risk, compliance and information technology infrastructures, discussed below. In both periods, these initiatives included branch consolidations, changes in employee benefits and reductions in staffing. Combined, the annualized expense reductions for these actions are projected to be approximately $14.5 million.
During 2015, these initiatives included the consolidation of 11 branches, modifications to retirement benefits and the elimination of certain positions. These actions resulted in implementation expenses of $2.0 million in 2015. Total expense reductions realized in 2015 from these 2015 initiatives, excluding implementation expenses, were $4.7 million. The annualized expense reductions from the 2015 initiatives are estimated at approximately $6.5 million.

In 2014, these initiatives included the consolidation of 13 branches, streamlining of subsidiary bank management structures and other employee compensation and benefit reductions. These actions resulted in implementation expenses of $1.0 million and reduced non-interest expenses by $7.0 million in 2014. Annualized expense reductions from these 2014 initiatives were approximately $8.0 million.
The following table presents a summary of the 2015 and 2014 cost savings initiatives:
 2015 Actual 2014 Actual 2014 and 2015 Combined Estimated Future Annualized Cost Savings
 Implementation Expenses Expense Reductions Net Implementation Expenses (Gains) Expense Reductions Net 
 (in thousands)
Branch consolidations$1,570
 $(1,590) (20) $2,080
 $(2,400) $(320) $(6,250)
Subsidiary bank management reductions and other employee benefit reductions
 
 
 (1,100) (4,550) (5,650) (4,700)
Modification of retirement benefits and staffing reductions450
 (3,065) (2,615) 
 
 
 (3,470)
Total cost savings initiatives$2,020
 $(4,655) (2,635) $980
 $(6,950) $(5,970) $(14,420)
              

Regulatory Enforcement OrdersIncome Taxes - Income tax expense for 2016 reflected an effective tax rate ("ETR") of 22.4%, as compared to 25.0% for 2015.  The Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective Federal and state bank regulatory agencies relating to identified deficienciesdecrease in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the BSA/AML Compliance Program), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001ETR resulted from increases in tax credit investments and related anti-money laundering regulations (collectively, the BSA/AML Requirements).net tax credits earned and tax-exempt income.

The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent (Consent Orders), generally require, among other things, that the Corporation and its bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the

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BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements.

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

Additional expenses and investments have been incurred as the Corporation expanded its hiring of personnel and use of outside professionals, such as consulting and legal services, and capital investments in operating systems to strengthen and support the BSA/AML Compliance Program, as well as the Corporation’s broader compliance and risk management infrastructures. The expense and capital investment associated with all of these efforts, including in connection with the Consent Orders, have had an adverse effect on the Corporation’s results of operations in recent periods and could have a material adverse effect on the Corporation’s results of operations in one or more future periods.

2016 Outlook

The Corporation's outlook for 2016:

annual mid- to high- single digit growth rate in average loans and deposits;
net interest margin expected to be stable on an annual basis (based on current interest rate environment) with modest quarterly volatility of plus or minus 0 to 3 basis points;
provision for credit losses driven primarily by loan growth;
annual mid- to high- single digit growth rate in non-interest income, excluding the impact of securities gains;
annual low- to mid- single digit growth rate in non-interest expense (excluding loss on redemption of TruPS incurred in 2015); and
focus on utilizing capital to support growth and provide appropriate returns to shareholders.

CRITICAL ACCOUNTING POLICIES
The following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, as they require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain. See additional information regarding these critical accounting policies in "Note 1 - Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
Allowance for Credit Losses - The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheet.
The Corporation’s allowance for loan losses includes: 1) specific allowances allocated to loans evaluated for impairment under the Financial Accounting Standards Board's Accounting Standards Codification (FASB ASC)("FASB ASC") Section 310-10-35; and 2) allowances calculated for pools of loans evaluated for impairment under FASB ASC Subtopic 450-20.
Management's estimate of incurred losses in the loan portfolio is based on a methodology that includes the following critical judgments:
Identification of potential problem loans in a timely manner. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology for these loans, 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 assessments identify a deterioration or an improvement in the loan.

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The Corporation does not assign internal risk ratings for residential mortgages, home equity loans, consumer loans, lease receivables, and construction loans to individuals secured by residential real estate, as these portfolios consist of a larger number of loans with smaller balances. Instead, these portfolios are evaluated for risk through the monitoring of delinquency status.
Proper collateral valuation of impaired loans evaluated for impairment under FASB ASC Section 310-10-35. Substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million are 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 loans. Commercial loans may also be secured by real property.
For loans secured by real estate, estimated fair values are determined primarily through appraisals performed by state certified third-party appraisers, discounted to arrive at expected net sale proceeds. For collateral-dependent loans, estimated real estate fair values are also net of estimated selling costs. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated appraisal of the real estate is necessary. This decision is based on various considerations, including: the age of the most recent appraisal; the loan-to-value ratio based on the original appraisal; the condition of the property; the Corporation’s experience and knowledge of the real estate market; the purpose of the loan; market factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others. The Corporation generally obtains updated state certified third-party appraisals for impaired loans secured predominately by real estate every 12 months.
When updated certified appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated a strong 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 appropriately 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%.
Proper measurement of allowance needs for pools of loans measured for impairment under FASB ASC Subtopic 450-20. For loan loss allocation purposes, loans are segmented into pools with similar characteristics. These pools are established by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, net of unearned income," within Note"Note 4 "Loans-Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements. 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. For commercial loans, class segments include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments are based on collateral types and include direct consumer installment loans and indirect automobile loans.
Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status.
A loss rate is calculated for each pool through a migration analysis based on historical losses as loans migrate through the various risk rating or delinquency categories. Estimated loss rates are based on a probability of default and a loss given default. The loss rate is adjusted to consider qualitative factors, such as economic conditions and trends.
Overall assessment of the risk profile of the loan portfolio. The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. An unallocated allowance is maintained for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure.
For additional details related to the allowance for credit losses, see "Note 4 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
Goodwill - Goodwill recorded in connection with acquisitions is not amortized to expense, but is tested at least annually for impairment. A quantitative annual impairment test is not required if, based on a qualitative analysis, the Corporation determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. The Corporation

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completes its annual goodwill impairment test as of October 31st of each year. The Corporation tests for impairment by first allocating its goodwill and other assets and liabilities, as necessary, to defined reporting units. A fair value is then determined for each reporting unit. If the fair values of the reporting units exceed their book values, no write-down of the recorded goodwill through an impairment charge to non-interest expense is necessary. If the fair values are less than the book values, an additional valuation procedure is necessary to assess the proper carrying value of the goodwill.
Reporting unit valuation is inherently subjective, with a number of factors based on assumptions and management judgments. Among these are future growth rates for the reporting units, selection of comparable market transactions, discount rates and earnings capitalization rates. Changes in assumptions and results due to economic conditions, industry factors and reporting unit performance and cash flow projections could result in different assessments of the fair values of reporting units and could result in impairment charges.
If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, an interim impairment test is required. Such events may include adverse changes in legal factors or in the business climate, unanticipated competition, the loss of key employees, or similar events.
For additional details related to the annual goodwill impairment test, see "Note 6 - Goodwill and Intangible Assets," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
Income Taxes – The provision for income taxes is based upon income before income taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

The Corporation must also evaluate the likelihood that deferred tax assets will be recovered through future taxable income. If any such assets are more likely than not to not be recovered, a valuation allowance must be recognized. The assessment of the carrying value of deferred tax assets is based on certain assumptions, changes in which could have a material impact on the Corporation’s consolidated financial statements.
The
On a periodic basis, the Corporation accounts for uncertainevaluates its income tax positions by applying a recognition thresholdbased on tax laws, regulations and measurement attribute for tax positions taken or expected to be taken in a tax return.financial reporting considerations, and records adjustments as appropriate. Recognition and measurement of tax positions is based onupon management’s evaluations of relevant tax code and appropriate industry information about audit proceedings for comparable positions at other organizations. Virtually allcurrent taxing authorities’ examinations of the Corporation’s unrecognized tax benefits relate toreturns, recent positions that are taken by the taxing authorities on an annual basis on statesimilar transactions and the overall tax returns. Increases to unrecognized tax benefits will occur as a result of accruing for the nonrecognition of the position for the current year. Decreases will occur as a result of the lapsing of the statute of limitations for the oldest outstanding year which includes the position or through settlements of positions with the tax authorities.environment.
See
For additional details see "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
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 based on the following three categories (from highest to lowest priority):
Level 1 – Inputs that represent quoted prices for identical instruments in active markets.
Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
The Corporation has categorized all assets and liabilities measured at fair value both on a recurring and nonrecurring basis into the above three levels.

The determination of fair value for assets categorized as Level 3 items involves a great deal of subjectivity due to the use of unobservable inputs. In addition, determining when a market is no longer active and placing little or no reliance on distressed market prices requires the use of management’s judgment. The Corporation's Level 3 assets include available for sale debt securities in the form of pooled trust preferred securities, certain single-issuer trust preferred securities issued by financial institutions and auction rate securities. The Corporation also categorizes impaired loans, net of allowance allocations, other real estate owned (OREO)("OREO") and mortgage servicing rights as Level 3 assets measured at fair value on a non-recurring basis.

The Corporation engages third-party valuation experts to assist in valuing interest rate swap derivatives and most available-for-sale investment securities, both measured at fair value on a recurring basis, and mortgage servicing rights, which are measured at

38



fair value on a non-recurring basis. The pricing data and market quotes the Corporation obtains from outside sources are reviewed internally for reasonableness.

SeeFor additional details see "Note 18 - Fair Value Measurements," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary DataData" for the disclosures required by FASB ASC Topic 820.



New Accounting Standards

For a description of new accounting standards issued, but not yet adopted by the Corporation, see "New Accounting Standards," in "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."


39




RESULTS OF OPERATIONS

Net Interest Income

Net interest income is the most significant component of the Corporation’s net income. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item 7A, "Quantitative and Qualitative Disclosures About Market Risk."

The following table provides a comparative average balance sheet and net interest income analysis for 20152016 compared to 20142015 and 2013.2014. Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these tax-equivalent amounts.
2015 2014 20132016 2015 2014
Average
Balance
 Interest (1) Yield/
Rate
 Average
Balance
 Interest (1) Yield/
Rate
 Average
Balance
 Interest (1) Yield/
Rate
Average
Balance
 Interest (1) Yield/
Rate
 Average
Balance
 Interest (1) Yield/
Rate
 Average
Balance
 Interest (1) Yield/
Rate
(dollars in thousands)(dollars in thousands)
ASSETS                                  
Interest-earning assets:                                  
Loans, net of unearned income (2)$13,330,973
 $537,979
 4.04% $12,885,180
 $542,540
 4.21% $12,578,524
 $552,427
 4.39%$14,128,064
 $558,472
 3.95% $13,330,973
 $537,979
 4.04% $12,885,180
 $542,540
 4.21%
Taxable investment securities (3)2,093,829
 45,279
 2.16
 2,189,510
 50,651
 2.31
 2,391,650
 54,321
 2.27
2,128,497
 44,975
 2.11
 2,093,829
 45,279
 2.16
 2,189,510
 50,651
 2.31
Tax-exempt investment securities (3)230,633
 12,120
 5.26
 261,825
 13,810
 5.27
 285,174
 14,577
 5.11
327,098
 14,865
 4.54
 230,633
 12,120
 5.26
 261,825
 13,810
 5.27
Equity securities (3)23,348
 1,295
 5.54
 33,957
 1,728
 5.09
 38,722
 1,829
 4.72
13,969
 780
 5.58
 23,348
 1,295
 5.54
 33,957
 1,728
 5.09
Total investment securities2,347,810
 58,694
 2.50
 2,485,292
 66,189
 2.66
 2,715,546
 70,727
 2.60
2,469,564
 60,620
 2.45
 2,347,810
 58,694
 2.50
 2,485,292
 66,189
 2.66
Loans held for sale19,937
 801
 4.02
 17,524
 786
 4.49
 36,561
 1,551
 4.24
19,697
 728
 3.70
 19,937
 801
 4.02
 17,524
 786
 4.49
Other interest-earning assets447,354
 4,785
 1.07
 314,345
 4,018
 1.28
 229,444
 2,264
 0.99
407,471
 3,779
 0.93
 447,354
 4,785
 1.07
 314,345
 4,018
 1.28
Total interest-earning assets16,146,074
 602,259
 3.73
 15,702,341
 613,533
 3.91
 15,560,075
 626,969
 4.03
17,024,796
 623,599
 3.66
 16,146,074
 602,259
 3.73
 15,702,341
 613,533
 3.91
Noninterest-earning assets:                                  
Cash and due from banks105,359
     177,664
     207,931
    104,772
     105,359
     177,664
    
Premises and equipment226,436
     224,903
     226,041
    227,047
     226,436
     224,903
    
Other assets (3)1,103,427
     1,049,765
     1,037,338
    1,179,437
     1,103,427
     1,049,765
    
Less: Allowance for loan losses(174,453)     (195,166)     (220,048)    (164,879)     (174,453)     (195,166)    
Total Assets$17,406,843
     $16,959,507
     $16,811,337
    $18,371,173
     $17,406,843
     $16,959,507
    
LIABILITIES AND EQUITY                                  
Interest-bearing liabilities:                                  
Demand deposits$3,255,192
 $4,299
 0.13% $3,013,879
 $3,793
 0.13% $2,822,583
 $3,656
 0.13%$3,552,886
 $6,654
 0.19% $3,255,192
 $4,299
 0.13% $3,013,879
 $3,793
 0.13%
Savings deposits3,677,079
 5,435
 0.15
 3,431,957
 4,298
 0.13
 3,363,943
 4,096
 0.12
4,054,970
 7,981
 0.20
 3,677,079
 5,435
 0.15
 3,431,957
 4,298
 0.13
Time deposits2,988,648
 30,748
 1.03
 2,992,920
 27,019
 0.90
 3,129,162
 29,018
 0.93
2,825,722
 30,058
 1.06
 2,988,648
 30,748
 1.03
 2,992,920
 27,019
 0.90
Total interest-bearing deposits9,920,919
 40,482
 0.41
 9,438,756
 35,110
 0.37
 9,315,688
 36,770
 0.39
10,433,578
 44,693
 0.43
 9,920,919
 40,482
 0.41
 9,438,756
 35,110
 0.37
Short-term borrowings323,772
 372
 0.11
 832,839
 1,608
 0.19
 1,196,323
 2,420
 0.20
395,727
 855
 0.21
 323,772
 372
 0.11
 832,839
 1,608
 0.19
Long-term debt1,023,972
 42,941
 4.19
 965,601
 44,493
 4.61
 889,461
 43,305
 4.87
959,142
 36,780
 3.83
 1,023,972
 42,941
 4.19
 965,601
 44,493
 4.61
Total interest-bearing liabilities11,268,663
 83,795
 0.74
 11,237,196
 81,211
 0.72
 11,401,472
 82,495
 0.72
11,788,447
 82,328
 0.70
 11,268,663
 83,795
 0.74
 11,237,196
 81,211
 0.72
Noninterest-bearing liabilities:                                  
Demand deposits3,826,194
     3,428,907
     3,157,496
    4,151,967
     3,826,194
     3,428,907
    
Other285,103
     221,764
     198,548
    330,125
     285,103
     221,764
    
Total Liabilities15,379,960
     14,887,867
     14,757,516
    16,270,539
     15,379,960
     14,887,867
    
Shareholders’ equity2,026,883
     2,071,640
     2,053,821
    2,100,634
     2,026,883
     2,071,640
    
Total Liabilities and Shareholders' Equity$17,406,843
     $16,959,507
     $16,811,337
    $18,371,173
     $17,406,843
     $16,959,507
    
Net interest income/net interest margin (FTE)  518,464
 3.21%   532,322
 3.39%   544,474
 3.50%  541,271
 3.18%   518,464
 3.21%   532,322
 3.39%
Tax equivalent adjustment  (18,470)     (17,455)     (17,280)    (20,499)     (18,470)     (17,455)  
Net interest income  $499,994
     $514,867
     $527,194
    $520,772
     $499,994
     $514,867
  

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


40




The following table summarizes the changes in FTE interest income and expense resulting from changes in average balances (volumes) and changes in rates:
2015 vs. 2014 Increase (decrease) due to change in 2014 vs. 2013 Increase (decrease) due to change in2016 vs. 2015 Increase (decrease) due to change in 2015 vs. 2014 Increase (decrease) due to change in
Volume Rate Net Volume Rate NetVolume Rate Net Volume Rate Net
    (in thousands)        (in thousands)    
Interest income on:                      
Loans and leases$18,147
 $(22,708) $(4,561) $13,262
 $(23,149) $(9,887)$31,676
 $(11,183) $20,493
 $18,147
 $(22,708) $(4,561)
Taxable investment securities(2,134) (3,238) (5,372) (4,661) 991
 (3,670)743
 (1,047) (304) (2,134) (3,238) (5,372)
Tax-exempt investment securities(646) (1,044) (1,690) (1,221) 454
 (767)4,551
 (1,806) 2,745
 (646) (1,044) (1,690)
Equity securities(577) 143
 (434) (235) 134
 (101)(524) 10
 (514) (577) 143
 (434)
Loans held for sale102
 (87) 15
 (849) 84
 (765)(10) (63) (73) 102
 (87) 15
Other interest-earning assets1,500
 (732) 768
 975
 779
 1,754
(404) (603) (1,007) 1,500
 (732) 768
Total interest income$16,392
 $(27,666) $(11,274) $7,271
 $(20,707) $(13,436)$36,032
 $(14,692) $21,340
 $16,392
 $(27,666) $(11,274)
Interest expense on:                      
Demand deposits$359
 $147
 $506
 $243
 $(106) $137
$423
 $1,932
 $2,355
 $359
 $147
 $506
Savings deposits302
 835
 1,137
 84
 118
 202
603
 1,943
 2,546
 302
 835
 1,137
Time deposits(39) 3,768
 3,729
 (1,242) (757) (1,999)(1,711) 1,021
 (690) (39) 3,768
 3,729
Short-term borrowings(725) (511) (1,236) (706) (106) (812)106
 377
 483
 (725) (511) (1,236)
Long-term debt2,607
 (4,159) (1,552) 3,585
 (2,397) 1,188
(2,620) (3,541) (6,161) 2,607
 (4,159) (1,552)
Total interest expense$2,504
 $80
 $2,584
 $1,964
 $(3,248) $(1,284)$(3,199) $1,732
 $(1,467) $2,504
 $80
 $2,584
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 the direct changes that are attributable to each component.

Comparison of 2016 to 2015

FTE net interest income increased $22.8 million, or 4.4%, to $541.3 million in 2016. Net interest margin decreased 3 basis points, or 0.9%, to 3.18% in 2016 from 3.21% in 2015.

As summarized above, FTE interest income increased $36.0 million as the result of an $878.7 million, or 5.4%, increase in average interest-earning assets. This increase was partially offset by a $14.7 million decrease resulting from a 7 basis point decline in average yields on interest earning assets.

Average loans and average FTE yields, by type, are summarized in the following table:
 2016 2015 Increase (Decrease) in Balance
 Balance Yield Balance Yield $ %
 (dollars in thousands)
Real estate - commercial mortgage$5,636,696
 3.98% $5,246,054
 4.13% $390,642
 7.4 %
Commercial - industrial, financial and agricultural4,080,854
 3.78
 3,882,998
 3.80
 197,856
 5.1
Real estate - home equity1,651,112
 4.08
 1,700,851
 4.10
 (49,739) (2.9)
Real estate - residential mortgage1,464,744
 3.77
 1,371,321
 3.81
 93,423
 6.8
Real estate - construction824,182
 3.79
 726,914
 3.88
 97,268
 13.4
Consumer276,792
 5.36
 265,688
 5.57
 11,104
 4.2
Leasing and other193,684
 5.83
 137,147
 6.76
 56,537
 41.2
Total$14,128,064
 3.95% $13,330,973
 4.04% $797,091
 6.0 %

Average loans increased $797.1 million, or 6.0%, which contributed $31.7 million to the increase in FTE interest income. This increase was partially offset by an $11.2 million decrease in FTE interest income as a result of a 9 basis point, or 2.2%, decline in the average yield on the loan portfolio. The increase in average loans was driven largely by growth in the commercial mortgage, commercial loan, construction, residential mortgage and leasing portfolios. The commercial mortgage growth was realized in all


geographic markets, but largely in Pennsylvania. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.

Average investment securities increased $121.8 million, or 5.2%, in comparison to 2015.The average yield on investment securities decreased 5 basis points, or 2.0%, to 2.45% in 2016 from 2.50% in 2015. Other interest earning assets decreased $39.9 million, or 8.9%.

Interest expense decreased $1.5 million, or 1.8%, to $82.3 million in 2016 from $83.8 million in 2015, despite an increase in total average interest-bearing liabilities of $519.8 million, or 4.6%, compared to 2015. The impact of the increase in average balances of interest-bearing liabilities was more than offset by a 4 basis point decrease in the average cost of these interest-bearing liabilities. This decrease resulted from a shift in funding mix that was more concentrated in lower-cost deposits and short-term borrowings, as well as the impact of long-term debt refinancing activities.

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

 2016 2015 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Noninterest-bearing demand$4,151,967
 % $3,826,194
 % $325,773
 8.5 %
Interest-bearing demand3,552,886
 0.19
 3,255,192
 0.13
 297,694
 9.1
Savings and money market accounts4,054,970
 0.20
 3,677,079
 0.15
 377,891
 10.3
Total demand and savings11,759,823
 0.12
 10,758,465
 0.09
 1,001,358
 9.3
Time deposits2,825,722
 1.06
 2,988,648
 1.03
 (162,926) (5.5)
Total deposits$14,585,545
 0.31% $13,747,113
 0.29% $838,432
 6.1 %

The $1.0 billion, or 9.3%, increase in average total demand and savings account balances was primarily due to a $500.8 million, or 10.1%, increase in personal account balances, a $342.1 million, or 8.7%, increase in business account balances, and a $159.4 million, or 8.6%, increase in state and municipal account balances.

The average cost of interest-bearing deposits increased 2 basis points, or 4.9%, to 0.43% in 2016 from 0.41% in 2015, primarily due to an increase in the rates on all interest-bearing deposits.

Average borrowings and interest rates, by type, are summarized in the following table:
 2016 2015 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Short-term borrowings:           
Customer repurchase agreements$184,978
 0.11% $161,093
 0.10% $23,885
 14.8 %
Customer short-term promissory notes72,224
 0.03
 81,530
 0.02
 (9,306) (11.4)
Total short-term customer funding257,202
 0.09
 242,623
 0.07
 14,579
 6.0
Federal funds purchased127,604
 0.45
 65,779
 0.21
 61,825
 94.0
Short-term FHLB advances (1)
10,921
 0.43
 15,370
 0.33
 (4,449) (28.9)
Total short-term borrowings395,727
 0.21
 323,772
 0.11
 71,955
 22.2
Long-term debt:           
FHLB Advances597,211
 3.12
 622,978
 3.43
 (25,767) (4.1)
Other long-term debt361,931
 5.01
 400,994
 5.38
 (39,063) (9.7)
Total long-term debt959,142
 3.83
 1,023,972
 4.19
 (64,830) (6.3)
Total$1,354,869
 2.78% $1,347,744
 3.21% $7,125
 0.5 %

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



Total average short-term borrowings increased $72.0 million, or 22.2%, primarily due to an increase in Federal funds purchased. Total long-term debt decreased $64.8 millionas the result of maturing FHLB advances and the maturity of $100.0 million of subordinated debt in April 2015.

The cost of average short-term borrowings increased 10 basis points, to 0.21% in 2016, largely due to the Federal Reserve System (FRB) increasing the Federal funds interest rate by 25 basis points in December 2015. The cost of average long-term debt decreased 36 basis points, to 3.83% in 2016, as the result of certain refinancing activities for FHLB advances and other long-term debt.

In June 2015, the Corporation issued $150 million of subordinated debt at an effective rate of 4.69%. The proceeds of this issuance were used to redeem $150 million of trust preferred securities, with an effective rate of 6.52%, in July 2015.

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

Comparison of 2015 to 2014

FTE net interest income decreased $13.9 million, or 2.6%, to $518.5 million in 2015. NetThe net interest margin decreased 18 basis points, or 5.3%, to 3.21% in 20152014 from 3.39% in 2014.

FTE interest income decreased $11.3 million, or 1.8%, as average yields on interest earninginterest-earning assets decreased 18 basis points. This decrease in yields resulted in a $27.7 million decrease in FTE interest income, partially offset by a $16.4 million increase in FTE interest income as a result of a $443.7 million, or 2.8%, increase in average interest-earning assets.

Average loans and average FTE yields, by type, are summarized in the following table:
2015 2014 Increase (Decrease) in Balance2015 2014 Increase (Decrease) in Balance
Balance Yield Balance Yield $ %Balance Yield Balance Yield $ %
(dollars in thousands)(dollars in thousands)
Real estate - commercial mortgage$5,246,054
 4.13% $5,117,433
 4.38% $128,621
 2.5 %$5,246,054
 4.13% $5,117,433
 4.38% $128,621
 2.5 %
Commercial - industrial, financial and agricultural3,882,998
 3.80
 3,659,059
 3.94
 223,939
 6.1
3,882,998
 3.80% 3,659,059
 3.94
 223,939
 6.1
Real estate - home equity1,700,851
 4.10
 1,738,449
 4.17
 (37,598) (2.2)1,700,851
 4.10% 1,738,449
 4.17
 (37,598) (2.2)
Real estate - residential mortgage1,371,321
 3.81
 1,355,876
 3.95
 15,445
 1.1
1,371,321
 3.81% 1,355,876
 3.95
 15,445
 1.1
Real estate - construction726,914
 3.88
 631,968
 4.04
 94,946
 15.0
726,914
 3.88% 631,968
 4.04
 94,946
 15.0
Consumer265,688
 5.57
 277,853
 5.11
 (12,165) (4.4)265,688
 5.57% 277,853
 5.11
 (12,165) (4.4)
Leasing and other137,147
 6.76
 104,542
 8.40
 32,605
 31.2
137,147
 6.76% 104,542
 8.40
 32,605
 31.2
Total$13,330,973
 4.04% $12,885,180
 4.21% $445,793
 3.5 %$13,330,973
 4.04% $12,885,180
 4.21% $445,793
 3.5 %

Overall loan growth in 2015 resulted from an increase in business activity in the Corporation's markets. This growth was realized mainly in commercial loans and commercial mortgages, which realized a combined increase of $352.6 million, or 4.0%.




41



The average yield on loans during 2015 of 4.04% represented a 17 basis point, or 4.0%, decrease in comparison to 2014. The decrease in average yields on loans was attributable to yields on new loans being lower than the overall portfolio yield.

Average investment securities decreased $137.5 million, or 5.5%, in comparison to 2014, as portfolio cash flows were not fully reinvested. The average yield on investment securities decreased 16 basis points, or 6.0%, to 2.50% in 2015 from 2.66% in 2014. Other interest earninginterest-earning assets increased $133.0 million, or 42.3%. During the fourth quarter of 2014, the Corporation changed providers for check clearing services to the Federal Reserve Bank of Philadelphia, resulting in the transfer of clearing account balances from noninterest earning assets to low-yielding interest-bearing Federal Reserve Bank accounts, which contributed to the 21 basis points, or 16.4%, decrease in the average yield on other interest-earning assets.


Interest expense increased $2.6 million, or 3.2%, to $83.8 million in 2015 from $81.2 million in 2014, mainly due to a change in funding mix from lower costlower-cost short-term Federal funds purchased and short-term FHLB advances to higher costhigher-cost deposits and long-term FHLB advances. As a result of these funding changes, the total cost of interest-bearing liabilities increased 2 basis points. Total interest-bearing liabilities increased $31.5 million, or 0.3%. Additional funding to support the increase in interest-earning assets was provided by a $397.3 million, or 11.6%, increase in noninterest-bearing demand deposits.

Average deposits and interest rates, by type, are summarized in the following table:
 2015 2014 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Noninterest-bearing demand$3,826,194
 % $3,428,907
 % $397,287
 11.6 %
Interest-bearing demand3,255,192
 0.13
 3,013,879
 0.13
 241,313
 8.0
Savings3,677,079
 0.15
 3,431,957
 0.13
 245,122
 7.1
Total demand and savings10,758,465
 0.09
 9,874,743
 0.08
 883,722
 8.9
Time deposits2,988,648
 1.03
 2,992,920
 0.90
 (4,272) (0.1)
Total deposits$13,747,113
 0.29% $12,867,663
 0.27% $879,450
 6.8 %

The $883.7 million, or 8.9%, increase in average total demand and savings account balances was primarily due to a $410.6 million, or 11.7%, increase in business account balances, a $315.5 million, or 6.8%, increase in personal account balances, and a $157.6 million, or 9.3%, increase in state and municipal account balances.

The average cost of interest-bearing deposits increased 4 basis points, or 10.8%, to 0.41% in 2015 from 0.37% in 2014, primarily due to an increase in the rate on time deposits, which contributed $3.8 million to the increase in interest expense.

Average borrowings and interest rates, by type, are summarized in the following table:
 2015 2014 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Short-term borrowings:           
Customer repurchase agreements$161,093
 0.10% $197,432
 0.10% $(36,339) (18.4)%
Customer short-term promissory notes81,530
 0.02
 88,670
 0.06
 (7,140) (8.1)
Total short-term customer funding242,623
 0.07
 286,102
 0.08
 (43,479) (15.2)
Federal funds purchased65,779
 0.21
 285,169
 0.20
 (219,390) (76.9)
Short-term FHLB advances (1)15,370
 0.33
 261,568
 0.29
 (246,198) (94.1)
Total short-term borrowings323,772
 0.11
 832,839
 0.19
 (509,067) (61.1)
Long-term debt:           
FHLB Advances622,978
 3.43
 583,893
 3.79
 39,085
 6.7
Other long-term debt400,994
 5.38
 381,708
 5.86
 19,286
 5.1
Total long-term debt1,023,972
 4.19
 965,601
 4.61
 58,371
 6.0
Total$1,347,744
 3.21% $1,798,440
 2.56% $(450,696) (25.1)%

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

42



Total short-term borrowings decreased $509.1 million, or 61.1%, due to an improvement in the Corporation's funding position as increases in average deposits and decreases in average investments outpaced the growth in average interest-earning assets. The $58.4 million increase in long-term debt was primarily due to additional long-term FHLB advances. The average cost of total borrowings increased 65 basis points, or 25.4%, to 3.21% in 2015 from 2.56% in 2014, primarily due to the change in funding mix. While total borrowings decreased $450.7 million, or 25.1%, the percentage of lower-cost short-term borrowings decreased from 46.3% of the total in 2014 to 24.0% in 2015. This change in the funding mix resulted from the improvement in the Corporation's overall liquidity position and the shift from short-term borrowings to deposits.

In addition, See the discussion of long-term debt refinancing activities in the third quarter"Comparison of 2015, the Corporation executed two transactions2016 to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% and maturing in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward agreements were executed to refinance an additional $200 million of FHLB advances when they mature in December 2016. These forward agreements have maturity dates from March 2021 to December 2021 and will reduce the weighted average rate on these advances from 4.03% to 2.40% and decrease interest expense on a quarterly basis by approximately $800,000 beginning in the first quarter of 2017.

Comparison of 2014 to 2013

FTE net interest income decreased $12.2 million, or 2.2%, to $532.3 million in 2014. The net interest margin decreased 11 basis points, or 3.1%, to 3.39% in 2014 from 3.50% in 2013.

FTE interest income decreased $13.4 million, or 2.1%, as average yields on interest earning assets decreased 12 basis points. This
decrease in yields resulted in a $20.7 million decrease in FTE interest income, partially offset by a $7.3 million increase in FTE interest income as a result of a $142.3 million, or 0.9%, increase in average interest-earning assets.

Average investment securities decreased $230.3 million, or 8.5%, in comparison to 2013 as portfolio cash flows were not fully
reinvested. The average yield on investment securities increased 6 basis points, or 2.3%, to 2.66% in 2014 from 2.60% in 2013. A $5.5 million, or 45.1%, decrease in net premium amortization on mortgage-backed securities and collateralized mortgage obligations had an 18 basis point positive impact on the yield, partially offset by the impact of purchases of mortgage-backed securities and collateralized mortgage obligations at yields that were lower than the overall portfolio yield and a 3 basis point reduction in yields due to the accelerated discount accretion on the redemption of $51.2 million of student loan auction rate certificates (ARCs) during 2014.2015" section.


Average loans and average FTE yields, by type, are summarized in the following table:
 2014 2013 Increase (Decrease) in Balance
 Balance Yield Balance Yield $ %
 (dollars in thousands)
Real estate - commercial mortgage$5,117,433
 4.38% $4,864,460
 4.65% $252,973
 5.2 %
Commercial - industrial, financial and agricultural3,659,059
 3.94
 3,680,772
 4.11
 (21,713) (0.6)
Real estate - home equity1,738,449
 4.17
 1,734,622
 4.22
 3,827
 0.2
Real estate - residential mortgage1,355,876
 3.95
 1,312,127
 4.13
 43,749
 3.3
Real estate - construction631,968
 4.04
 591,540
 4.11
 40,428
 6.8
Consumer277,853
 5.11
 299,127
 4.87
 (21,274) (7.1)
Leasing and other104,542
 8.40
 95,876
 8.95
 8,666
 9.0
Total$12,885,180
 4.21% $12,578,524
 4.39% $306,656
 2.4 %

The $231.3 million, or 2.7%, increase in commercial loans and commercial mortgages was attributable to both new and existing
customers. The $43.7 million, or 3.3%, increase in residential mortgages was due to the Corporation retaining certain 15-year fixed rate residential mortgages in portfolio.

Construction loans increased $40.4 million, or 6.8%. Beginning in 2009 through 2013, the Corporation reduced its exposure in its

43



construction portfolio; however, during 2014 it experienced growth in the construction portfolio in the Pennsylvania, Maryland and Delaware markets. Average consumer loans decreased $21.3 million, or 7.1%, as a result of a $28.1 million, or 18.2%, decrease in direct consumer loans, partially offset by an increase of $6.8 million, or 4.6%, in indirect vehicle loans.

The average yield on loans during 2014 of 4.21% represented an 18 basis point, or 4.1%, decrease in comparison to 2013. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, continued refinancing activity at lower rates, the renegotiation of certain existing loans to commercial borrowers to eliminate interest rate floors and new loan production at rates lower than the overall portfolio yield.

Average other interest-earning assets increased $84.9 million, or 37.0%, primarily due to a transfer of approximately $170 million in clearing account balances from noninterest-earning assets to low-yielding Federal Reserve Bank accounts in the fourth quarter of 2014, as a result of the Corporation changing its provider of check clearing services. The average yield on other interest-earning assets increased 29 basis points, or 29.3%, due to increases in dividends on Federal Home Loan Bank stock. Each of the Corporation’s subsidiary banks is a member of the Federal Home Loan Bank for the region encompassing the headquarters of the subsidiary bank. Memberships are maintained with the Atlanta, New York and Pittsburgh regional Federal Home Loan Banks (collectively referred to as the FHLB). As of December 31, 2014, the Corporation held $45.7 million of FHLB stock. Dividends have increased in recent years as the FHLB has emerged from the effects of the economic downturn.

Interest expense decreased $1.3 million, or 1.6%, to $81.2 million in 2014 from $82.5 million in 2013. Although the total cost of
interest-bearing liabilities was unchanged at 72 basis points, interest expense decreased $3.2 million due to a change in the overall
funding mix. Total average interest-bearing liabilities decreased $164.3 million, or 1.4%; however, the shift from lower-cost, short- term borrowings to higher-cost, long-term debt and non-maturity deposits created a $2.0 million increase in interest expense as a
result of the Corporation's continuing efforts to lengthen maturities and lock in longer-term rates.
Average deposits and interest rates, by type, are summarized in the following table:
 2014 2013 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Noninterest-bearing demand$3,428,907
 % $3,157,496
 % $271,411
 8.6 %
Interest-bearing demand3,013,879
 0.13
 2,822,583
 0.13
 191,296
 6.8
Savings3,431,957
 0.13
 3,363,943
 0.12
 68,014
 2.0
Total demand and savings9,874,743
 0.08
 9,344,022
 0.08
 530,721
 5.7
Time deposits2,992,920
 0.90
 3,129,162
 0.93
 (136,242) (4.4)
Total deposits$12,867,663
 0.27% $12,473,184
 0.29% $394,479
 3.2 %

The $530.7 million, or 5.7%, increase in average total demand and savings account balances was primarily due to a $256.7 million, or 8.1%, increase in business account balances, a $200.2 million, or 4.5%, increase in personal account balances, and a $93.7 million, or 5.5%, increase in municipal account balances. The $136.2 million, or 4.4%, decrease in time deposits occurred in accounts with balances less than $100,000 across most original maturity terms.

The average cost of interest-bearing deposits decreased 2 basis points, or 5.1%, to 0.37% in 2014 from 0.39% in 2013 primarily due to a decrease in higher-cost time deposits and an increase in lower-cost, interest-bearing savings and demand balances.









44



Average borrowings and interest rates, by type, are summarized in the following table:
 2014 2013 Increase (Decrease) in Balance
 Balance Rate Balance Rate $ %
 (dollars in thousands)
Short-term borrowings:           
Customer repurchase agreements$197,432
 0.10% $186,851
 0.11% $10,581
 5.7 %
Customer short-term promissory notes88,670
 0.06
 98,882
 0.05
 (10,212) (10.3)
Total short-term customer funding286,102
 0.08
 285,733
 0.09
 369
 0.1
Federal funds purchased285,169
 0.20
 612,803
 0.23
 (327,634) (53.5)
Short-term FHLB advances (1)261,568
 0.29
 297,787
 0.24
 (36,219) (12.2)
Total short-term borrowings832,839
 0.19
 1,196,323
 0.20
 (363,484) (30.4)
Long-term debt:           
FHLB Advances583,893
 3.79
 519,876
 4.14
 64,017
 12.3
Other long-term debt381,708
 5.86
 369,585
 5.90
 12,123
 3.3
Total long-term debt965,601
 4.61
 889,461
 4.87
 76,140
 8.6
Total$1,798,440
 2.56% $2,085,784
 2.19% $(287,344) (13.8)%

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

Total short-term borrowings decreased $363.5 million, or 30.4%, primarily in Federal funds purchased due to an improvement in the Corporation's funding position as increases in average deposits and decreases in average investments outpaced the growth in average loans. The $76.1 million increase in long-term debt was due to additional long-term FHLB advances as longer-term rates were locked in and durations extended to manage interest rate risk. The average cost of total borrowings increased 37 basis points, or 16.9%, to 2.56% in 2014 from 2.19% in 2013, primarily due to the Corporation's continuing efforts to lengthen maturities and lock in longer-term rates.

Provision for Credit Losses

The provision for credit losses was $2.3$13.2 million in 2015, a decrease2016, an increase of $10.3$10.9 million or 82.0%, in comparison to 2014.2015. The provision for credit losses for 2014 decreased $28.02015 was $2.3 million, or 69.1%,a decrease of $10.3 million in comparison to 2013.2014.

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 further discussion of the Corporation's allowance methodology under the heading "Critical Accounting Policies" above. For details related to the Corporation's allowance and provision for credit losses, see "Provision and Allowance for Credit Losses," under "Financial Condition" below.



















45



Non-Interest Income and Expense
Comparison of 20152016 to 20142015
Non-Interest Income
The following table presents the components of non-interest income for 20152016 and 2014:2015:
    Increase (Decrease)    Increase (Decrease)
2015 2014 $ %2016 2015 $ %
(dollars in thousands)(dollars in thousands)
Service charges on deposit accounts:              
Overdraft fees$21,500
 $22,145
 $(645) (2.9)%$22,175
 $21,500
 $675
 3.1 %
Cash management fees13,342
 12,709
 633
 5.0
14,183
 13,342
 841
 6.3
Other15,255
 14,439
 816
 5.7
14,988
 15,255
 (267) (1.8)
Total service charges on deposit accounts50,097
 49,293
 804
 1.6
51,346
 50,097
 1,249
 2.5
Investment management and trust services44,056
 44,605
 (549) (1.2)
Other service charges and fees:              
Merchant fees15,037
 13,826
 1,211
 8.8
16,136
 15,037
 1,099
 7.3
Commercial loan interest rate swap fees11,560
 5,518
 6,042
 109.5
Debit card income10,748
 9,948
 800
 8.0
11,236
 10,748
 488
 4.5
Commercial loan swap fees5,518
 3,615
 1,903
 52.6
Letter of credit fees4,809
 4,563
 246
 5.4
4,504
 4,809
 (305) (6.3)
Foreign currency processing income1,436
 1,248
 188
 15.1
1,555
 1,436
 119
 8.3
Other6,444
 6,696
 (252) (3.8)6,482
 6,444
 38
 0.6
Total other service charges and fees43,992
 39,896
 4,096
 10.3
51,473
 43,992
 7,481
 17.0
Investment management and trust services45,270
 44,056
 1,214
 2.8
Mortgage banking income:              
Gain on sales of mortgage loans13,264
 10,063
 3,201
 31.8
15,685
 13,264
 2,421
 18.3
Mortgage servicing income4,944
 7,044
 (2,100) (29.8)3,730
 4,944
 (1,214) (24.6)
Total mortgage banking income18,208
 17,107
 1,101
 6.4
19,415
 18,208
 1,207
 6.6
Other non-interest income:              
Credit card income9,638
 9,177
 461
 5.0
10,252
 9,638
 614
 6.4
SBA loan sale gains2,273
 458
 1,815
 N/M
Other income6,782
 5,260
 1,522
 28.9
7,599
 6,324
 1,275
 20.2
Total other income16,420
 14,437
 1,983
 13.7
20,124
 16,420
 3,704
 22.6
Total, excluding investment securities gains172,773
 165,338
 7,435
 4.5
187,628
 172,773
 14,855
 8.6
Investment securities gains9,066
 2,041
 7,025
 344.2
2,550
 9,066
 (6,516) (71.9)
Total$181,839
 $167,379
 $14,460
 8.6 %$190,178
 $181,839
 $8,339
 4.6 %
N/M - Not meaningful

The $675,000, or 3.1%, increase in overdraft fee income during the year ended December 31, 2016, in comparison to the same period in 2015, consisted of a $461,000 increase in fees assessed on personal accounts and a $214,000 increase in fees assessed


on commercial accounts, due to higher volumes. Cash management fees increased $841,000, or 6.3%, compared to 2015 due to higher transaction volumes and fee increases implemented in 2016.

The $1.1 million, or 7.3%, increase in merchant fee income, the $488,000, or 4.5%, increase in debit card income and the $614,000, or 6.4%, increase in credit card income were all due to increases in the volumes of transactions in comparison to 2015.

The $6.0 million increase in commercial loan interest rate swap fees was due to growth in commercial loans and the attractiveness of interest rate swaps in the current rate environment, whereby borrowers executed swaps to lock in fixed rates, while the Corporation continues to earn a floating rate. See "Note 10 - Derivative Financial Instruments," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details.

The $1.2 million, or 2.8%, increase in investment management and trust services income reflected a $1.6 million, or 6.4%, increase
in trust commissions and money market income, partially offset by a $355,000, or 1.8%, decrease in brokerage fees. The increase in trust commission income was driven by a 9.3% in increase assets under management, as well as improvements in market values of existing assets.

Gains on sales of mortgage loans increased $2.4 million, or 18.3%, due to a 23.7% increase in pricing spreads compared to the prior year, partially offset by a $43.3 million, or 4.4%, decrease in new loan volumes. Mortgage servicing income decreased $1.2 million, or 24.6%, mainly due to a $1.3 million net valuation allowance recognized in 2016. See "Note 7 - Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details regarding the impairment charge.

Gains on sales of SBA loans increased $1.8 million compared to 2015. Other income increased $1.3 million, or 20.2%, due mainly to an increase in the cash surrender value of insurance contracts on directors and employees.

Gains on sales of investment securities decreased $6.5 million compared to 2015. See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional details.

Non-Interest Expense
The following table presents the components of non-interest expense for 2016 and 2015:
     Increase (Decrease)
 2016 2015 $ %
 (dollars in thousands)
Salaries and employee benefits$283,353
 $260,832
 $22,521
 8.6 %
Net occupancy expense47,611
 47,777
 (166) (0.3)
Other outside services23,883
 27,785
 (3,902) (14.0)
Data processing20,016
 19,894
 122
 0.6
Software16,903
 14,746
 2,157
 14.6
Equipment expense12,788
 14,514
 (1,726) (11.9)
Professional fees11,004
 11,244
 (240) (2.1)
Supplies and postage10,292
 10,202
 90
 0.9
FDIC insurance9,767
 11,470
 (1,703) (14.8)
Marketing7,044
 7,324
 (280) (3.8)
Telecommunications5,702
 6,350
 (648) (10.2)
Operating risk loss2,815
 3,624
 (809) (22.3)
OREO and repossession expense1,926
 3,630
 (1,704) (46.9)
Loss on redemption of trust preferred securities
 5,626
 (5,626) N/M
Intangible amortization
 247
 (247) (100.0)
Other36,415
 34,895
 1,520
 4.4
Total$489,519
 $480,160
 $9,359
 1.9 %
N/M - Not meaningful       

The $22.5 million, or 8.6%, increase in salaries and employee benefits during the year ended December 31, 2016 was primarily driven by an $18.8 million, or 8.6%, increase in salaries, resulting from higher average salaries per full-time equivalent employee, normal merit increases and an increase in incentive compensation. The average number of full-time equivalent employees increased


to 3,490 for the year ended December 31, 2016, compared to 3,460 for the year ended December 31, 2015. Benefits expenses increased $3.7 million, or 8.9%, due to an increase in health care expense, employer contributions to the Corporation's 401(k) retirement plan, defined benefit plan expense, employee education and other employee benefits.

The $3.9 million, or 14.0%, decrease in other outside services in comparison to 2015 was due to lower expenses associated with the Corporation's BSA/AML compliance program remediation efforts, and lower costs for information technology and human resources initiatives.

The $2.2 million, or 14.6%, increase in software resulted from investments in technology, which are reflected in higher amortization, as well as increases in maintenance costs.

Equipment expense decreased $1.7 million, or 11.9%, primarily due to lower depreciation expense, as certain assets became fully depreciated. FDIC insurance expense decreased $1.7 million, or 14.8%, due to a reduction in the assessment rate beginning in the the third quarter of 2016. Other real estate owned and repossession expense decreased $1.7 million, or 46.9%, when compared to 2015, due to lower holding costs and an increase in net gains on sales. This expense category can experience volatility from period to period based on the timing of foreclosures and sales of properties and payments of expenses.

In July 2015, the Corporation redeemed $150.0 million of TruPS. In connection with this redemption, a loss of $5.6 million was
recognized as a component of non-interest expense with no comparable expense in 2016.

Other non-interest expense increased $1.5 million mainly as a result of $1.8 million of property write downs related to a branch closure and the reconfiguration of a building as part of a long-term facilities plan.



Comparison of 2015 to 2014

Non-Interest Income
The following table presents the components of non-interest income:
     Increase (Decrease)
 2015 2014 $ %
 (dollars in thousands)
Service charges on deposit accounts:       
Overdraft fees$21,500
 $22,145
 $(645) (2.9)%
Cash management fees13,342
 12,709
 633
 5.0
Other15,255
 14,439
 816
 5.7
Total service charges on deposit accounts50,097
 49,293
 804
 1.6
Other service charges and fees:       
Merchant fees15,037
 13,826
 1,211
 8.8
Debit card income10,748
 9,948
 800
 8.0
Commercial loan interest rate swap fees5,518
 3,615
 1,903
 52.6
Letter of credit fees4,809
 4,563
 246
 5.4
Foreign currency processing income1,436
 1,248
 188
 15.1
Other6,444
 6,696
 (252) (3.8)
Total other service charges and fees43,992
 39,896
 4,096
 10.3
Investment management and trust services44,056
 44,605
 (549) (1.2)
Mortgage banking income:       
Gain on sales of mortgage loans13,264
 10,063
 3,201
 31.8
Mortgage servicing income4,944
 7,044
 (2,100) (29.8)
Total mortgage banking income18,208
 17,107
 1,101
 6.4
Other non-interest income:       
Credit card income9,638
 9,177
 461
 5.0
Other income6,782
 5,260
 1,522
 28.9
Total other income16,420
 14,437
 1,983
 13.7
Total, excluding investment securities gains172,773
 165,338
 7,435
 4.5
Investment securities gains9,066
 2,041
 7,025
 344.2
Total$181,839
 $167,379
 $14,460
 8.6 %

The $549,000, or 1.2%, decrease in investment management and trust services income was due to a $449,000, or 2.3%, decrease in brokerage revenue and a $131,000, or 0.5%, decrease in trust commissions. These decreases resulted from a downturn in market conditions which decreased the values of existing assets under management in trust, wealth management, and brokerage managed accounts.

Total service charges on deposit accounts increased $804,000, or 1.6%. Improvements were seen in other service charges on deposits ($816,000, or 5.7%, increase) due to growth in balances, and cash management fees ($633,000, or 5.0%, increase) due to changes in fee structures. These increases were partially offset by a $645,000, or 2.9%, decrease in overdraft fees due to lower volumes resulting from changes in customer behavior.

The $1.2 million, or 8.8%, increase in merchant fee income, the $800,000, or 8.0%, increase in debit card income and the $461,000, or 5.0%, increase in credit card income were largely driven by higher transaction volumes. Commercial interest rate swap fees increased $1.9 million, or 52.6%, due to higher commercial loan origination volumes.

Gains on sales of mortgage loans increased $3.2 million, or 31.8%, due to a $136.4 million, or 16.1%, increase in new loan commitments and a 13.5% increase in pricing spreads compared to 2014. The increase in new loan commitments was largely in refinancing volumes, which were $479.2 million, or 48.7%, of total new loan commitments in 2015 compared to $277.5 million, or 32.7%, in 2014. Mortgage servicing income decreased $2.1 million, or 29.8%, due to an increase in amortization of mortgage servicing rights (MSRs)("MSRs"), as prepayments increased when compared to 2014.

46




The $1.5 million, or 28.9%, increase in other income was due to higher gains on sales of fixed assets, primarily former branch properties, in 2015. These gains were related to the cost savings initiatives discussed in the "Overview and Outlook" section of Management's Discussion.

Investment securities gains of $9.1 million in 2015 were a result of $6.5 million of net realized gains on the sales of financial institution stocks and $2.6 million of net realized gains on the sales of debt securities. Investment securities gains of $2.0 million for 2014 were the net result of $1.7 million of net realized gains on the sales of debt securities and $335,000 of net realized gains on the sales of financial institution stocks.

Non-Interest Expense
The following table presents the components of non-interest expense for each of the past two years:expense:
     Increase (Decrease)
 2015 2014 $ %
 (dollars in thousands)
Salaries and employee benefits$260,832
 $251,021
 $9,811
 3.9 %
Net occupancy expense47,777
 48,130
 (353) (0.7)
Other outside services27,785
 28,404
 (619) (2.2)
Data processing19,894
 17,162
 2,732
 15.9
Software14,746
 12,758
 1,988
 15.6
Equipment expense14,514
 13,567
 947
 7.0
FDIC insurance11,470
 10,958
 512
 4.7
Professional fees11,244
 12,097
 (853) (7.1)
Supplies and postage10,202
 9,795
 407
 4.2
Marketing7,324
 8,133
 (809) (9.9)
Telecommunications6,350
 6,870
 (520) (7.6)
Loss on redemption of trust preferred securities5,626
 
 5,626
 N/M
OREO and repossession expense3,630
 3,270
 360
 11.0
Operating risk loss3,624
 4,271
 (647) (15.1)
Intangible amortization247
 1,259
 (1,012) (80.4)
Other34,895
 31,551
 3,344
 10.6
Total$480,160
 $459,246
 $20,914
 4.6 %
N/M - Not meaningful
Salaries and employee benefits increased $9.8 million, or 3.9%, with salaries increasing $8.4 million, or 4.0%, and employee benefits increasing $1.4 million, or 3.6%. The increase in salaries was primarily due to higher average salaries per full-time equivalent employee, an increase in incentive compensation, and higher temporary employee expenses, partially offset by a decrease in the average number of full-time equivalent employees to 3,460 in 2015, compared to 3,530 in 2014. The increase in employee benefits was primarily due to an increase in defined benefit plan expense in 2015, while 2014 included a $1.5 million gain realized on a post-retirement plan amendment.
The $4.7 million, or 15.8%, combined increase in data processing and software resulted from higher transaction volumes, contractual increases in third-party service provider costs, and the implementation of additional systems.
Other outside services expenses remained elevated in 2015, decreasing a modest $619,000, or 2.2%, from 2014. Over time, investments in third-party services to support the build-out of risk management and compliance infrastructure are expected to decrease.
The $947,000, or 7.0%, increase in equipment expense was primarily due to an increase in depreciation expense on new office furniture and equipment. FDIC insurance expense increased $512,000, or 4.7%, as a result of balance sheet growth. Professional fees, consisting of legal and audit fees, decreased $853,000, or 7.1%, due to a combination of lower loan workout legal costs and lower corporate legal fees. Marketing expense decreased $809,000, or 9.9%, as fewer promotional campaigns were executed in 2015.

47



The $360,000, or 11.0%, decrease in other real estate owned and repossession expense was primarily due to lower repossession expense in 2015. This expense category can experience volatility from period to period based on the timing of foreclosures and sales of properties and payments of expenses, such as real estate taxes.
The $647,000, or 15.1%, decrease in operating risk loss was due to a $1.3 million decrease in check card fraud losses, partially offset by an $817,000 increase in losses associated with previously sold residential mortgages. See "Note 17 - Commitments and Contingencies," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary DataData" for additional details related to repurchases of previously sold residential mortgages.


Intangible amortization decreased $1.0 million, as core deposit intangible assets recognized from previous acquisitions have beenwere largely amortized and net book values arewere approaching $0.
In July 2015, the Corporation redeemed $150.0 million of TruPS. In connection with this redemption, a loss of $5.6 million, consisting of the remaining unamortized issuance and hedge costs, was recognized as a component of non-interest expense.

Comparison of 2014 to 2013Income Taxes

Non-Interest Income
The following table presents the components of non-interest income:
     Increase (Decrease)
 2014 2013 $ %
 (dollars in thousands)
Service charges on deposit accounts:       
Overdraft fees$22,145
 $28,222
 $(6,077) (21.5)%
Cash management fees12,709
 11,883
 826
 7.0
Other14,439
 15,365
 (926) (6.0)
Total service charges on deposit accounts49,293
 55,470
 (6,177) (11.1)
Investment management and trust services44,605
 41,706
 2,899
 7.0
Other service charges and fees:       
Merchant fees13,826
 13,783
 43
 0.3
Debit card income9,948
 9,191
 757
 8.2
Letter of credit fees4,563
 4,889
 (326) (6.7)
Commercial loan swap fees3,615
 1,159
 2,456
 211.9
Foreign currency processing income1,248
 1,245
 3
 0.2
Other6,696
 6,690
 6
 0.1
Total other service charges and fees39,896
 36,957
 2,939
 8.0
Mortgage banking income:       
Gain on sales of mortgage loans10,063
 24,609
 (14,546) (59.1)
Mortgage servicing income7,044
 6,047
 997
 16.5
Total mortgage banking income17,107
 30,656
 (13,549) (44.2)
Other non-interest income:       
Credit card income9,177
 8,706
 471
 5.4
Other income5,260
 6,165
 (905) (14.7)
Total other income14,437
 14,871
 (434) (2.9)
Total, excluding investment securities gains165,338
 179,660
 (14,322) (8.0)
Investment securities gains2,041
 8,004
 (5,963) (74.5)
Total$167,379
 $187,664
 $(20,285) (10.8)%

The $6.1 million, or 21.5%, decrease in overdraft fee income consisted of a $3.8 million decrease in fees assessed on personal accounts and a $2.3 million decrease in fees assessed on commercial accounts. The overall decline in these fees resulted from a reduction in the number of overdrafts.


48



The $2.9 million, or 7.0%, increase in investment management and trust services income was due to a $2.0 million, or 11.2%, increase in brokerage revenue and an $884,000, or 3.7%, increase in trust commissions. These increases resulted from improved market conditions that increased the values of existing assets under management, additional recurring revenue generated through the brokerage business due to growth in new accounts and new trust business sales.

Commercial swap fees increased $2.5 million, or 211.9%, due to the favorable interest rate environment and the continued expansion of this product. For additional details see "Note 10 - Derivative Financial Instruments," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

Gains on sales of mortgage loans decreased $14.5 million, or 59.1%, due to a $660.8 million, or 43.8%, decrease in new loan commitments and a 27.2% decrease in pricing spreads compared to the prior year. The decline in new loan commitments was largely in refinancing volumes, which decreased $453.3 million, or 62.0%, and represented approximately 33% of new loan commitments in 2014, compared to approximately 48% during 2013. The decrease in volumes was mainly due to higher mortgage interest rates.

Investment securities gains of $2.0 million for 2014 were the net result of $1.7 million of net realized gains on the sales of debt
securities, $335,000 of net realized gains on the sales of financial institution stocks and $30,000 of other-than-temporary impairment charges for certain financial institution stocks and pooled trust preferred securities. Investment securities gains of $8.0 million for 2013 included $4.4 million of net realized gains on sales of financial institution stocks and $3.8 million of net realized gains on sales of debt securities, partially offset by $124,000 of other-than-temporary impairment charges for certain financial institution stocks and pooled trust preferred debt securities. See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for additional details.
Non-Interest Expense
The following table presents the components of non-interest expense:
     Increase (Decrease)
 2014 2013 $ %
 (dollars in thousands)
Salaries and employee benefits$251,021
 $253,240
 $(2,219) (0.9)%
Net occupancy expense48,130
 46,944
 1,186
 2.5
Other outside services28,404
 18,856
 9,548
 50.6
Data processing17,162
 16,555
 607
 3.7
Equipment expense13,567
 15,419
 (1,852) (12.0)
Software12,758
 11,560
 1,198
 10.4
Professional fees12,097
 13,150
 (1,053) (8.0)
FDIC insurance10,958
 11,605
 (647) (5.6)
Supplies and postage9,795
 10,210
 (415) (4.1)
Marketing8,133
 7,705
 428
 5.6
Telecommunications6,870
 7,362
 (492) (6.7)
Operating risk loss4,271
 9,290
 (5,019) (54.0)
OREO and repossession expense3,270
 7,364
 (4,094) (55.6)
Intangible amortization1,259
 2,438
 (1,179) (48.4)
Other31,551
 29,735
 1,816
 6.1
Total$459,246
 $461,433
 $(2,187) (0.5)%

Salaries and employee benefits decreased $2.2 million, or 0.9%. Salaries increased $2.2 million, or 1.1%, primarily due to normal
merit increases, partially offset by a decrease in staffing levels resulting from cost savings initiatives. Average full-time equivalent
employees decreased to 3,530 in 2014 from 3,610 in 2013.

Employee benefits decreased $4.4 million, or 10.0%, primarily due to the impact of the Corporation's 2014 cost savings initiatives, which included the elimination and reduction of certain employee benefit plans, most notably a decrease in profit sharing contributions and an amendment to the Postretirement Plan, which resulted in net reductions to employee benefits, partially offset by a $2.0 million increase in healthcare expense due to an increase in claims.


49



Other outside services increased $9.5 million, or 50.6%, due to increases in consulting services related to the acceleration of risk
management and compliance efforts, including those in connection with the enhancement of the BSA/AML compliance program.
The $1.9 million, or 12.0%, decrease in equipment expense was primarily due to a decrease in depreciation expense as certain assets became fully depreciated.

Equipment expense decreased $1.9 million, or 12.0%, primarily due to lower depreciation expense as a result of certain assets being fully depreciated. Software expense increased $1.2 million, or 10.4%, largely due to a full year of expenses related to the Corporation's new core processing system, which the Corporation converted to during 2013.

The $5.0 million, or 54.0%, decrease in operating risk loss was primarily due to a $5.5 million decrease in losses associated with
previously sold residential mortgages and $1.2 million decrease in debit card fraud, partially offset by a $1.5 million increase in check fraud losses. During the first quarter of 2014, the Corporation entered into a settlement agreement with a secondary market investor. Under this agreement, the Corporation agreed to pay this investor $4.5 million to settle all outstanding and potential future repurchase requests under a series of specified loan purchase agreements with that secondary market investor. The result of this settlement was a reduction to outstanding repurchase requests of $7.5 million and a reduction to reserves for repurchases of $5.1 million. See "Note 17 - Commitments and Contingencies," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for additional details related to repurchases of previously sold residential mortgages.

OREO and repossession expense decreased $4.1 million, or 55.6%, primarily due to an increase in net gains on sales of properties
and a decrease in valuation provisions, which reflected the continued improvement in overall asset quality and a $3.0 million, or 20.1%, decrease in OREO balances. The $1.2 million, or 48.4%, decrease in intangible amortization was primarily due to core deposit intangible assets, which are amortized on an accelerated basis. The $1.8 million, or 6.1%, increase in other expenses was due mainly to an increase in the Pennsylvania bank shares tax due to legislative changes.
Income Taxes
Income tax expense for 20152016 was $49.9$46.6 million, a decrease of $2.7$3.3 million, or 5.1%6.6%, from 2014, mainly2015, primarily as a result of an increase in tax credit investments and tax-exempt income, partially offset by the 5.3% decrease4.4% increase in income before income taxes. Income tax expense for 2014 increased $1.52015 decreased $2.7 million, or 3.0%5.1%, from 2013.2014. The Corporation’s effective tax rate (income taxes as a percentage of income before income taxes) was 22.4% in 2016 and 25.0% in both 2015 and 2014 and 24.0% in 2013.2014.

The Corporation’s effective tax rates are lower than the 35% federal statutory rate due mainly to investments in tax-free state and municipal securities and federal tax credits earned from investments in qualified affordable housingcertain community development projects (Taxthat generate tax credits under various Federal programs ("Tax Credit Investments)Investments"), partially offset by the impact of state income taxes. Net credits associated with Tax Credit Investments were $14.6 million in 2016 and $10.4 million in both 2015 and 2014, and $10.3 million in 2013.2014.

For additional information regarding income taxes, see "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."


50




FINANCIAL CONDITION
The table below presents condensed consolidated ending balance sheets.
 
 December 31 Increase (decrease)
 2015 2014 $ %
 (dollars in thousands)
Assets       
Cash and due from banks$101,120
 $105,702
 $(4,582) (4.3)%
Other interest-earning assets292,516
 423,083
 (130,567) (30.9)
Loans held for sale16,886
 17,522
 (636) (3.6)
Investment securities2,484,773
 2,323,371
 161,402
 6.9
Loans, net of allowance13,669,548
 12,927,572
 741,976
 5.7
Premises and equipment225,535
 226,027
 (492) (0.2)
Goodwill and intangible assets531,556
 531,803
 (247) 
Other assets592,784
 569,687
 23,097
 4.1
Total Assets$17,914,718
 $17,124,767
 $789,951
 4.6 %
Liabilities and Shareholders’ Equity       
Deposits$14,132,317
 $13,367,506
 $764,811
 5.7 %
Short-term borrowings497,663
 329,719
 167,944
 50.9
Long-term debt949,542
 1,139,413
 (189,871) (16.7)
Other liabilities293,302
 291,464
 1,838
 0.6
    Total Liabilities15,872,824
 15,128,102
 744,722
 4.9
    Total Shareholders’ Equity2,041,894
 1,996,665
 45,229
 2.3
      Total Liabilities and Shareholders’ Equity$17,914,718
 $17,124,767
 $789,951
 4.6 %

Other Interest-Earning Assets

The $130.6 million, or 30.9%, decrease in other interest-earning assets was primarily due to lower balances on deposit with the Federal Reserve Bank and lower interest bearing deposits with other banks, as funds were used to support increases in investment securities and loans.
 December 31 Increase (decrease)
 2016 2015 $ %
 (dollars in thousands)
Assets       
Cash and due from banks$118,763
 $101,120
 $17,643
 17.4 %
Other interest-earning assets291,252
 292,516
 (1,264) (0.4)
Loans held for sale28,697
 16,886
 11,811
 69.9
Investment securities2,559,227
 2,484,773
 74,454
 3.0
Loans, net of allowance14,530,593
 13,669,548
 861,045
 6.3
Premises and equipment217,806
 225,535
 (7,729) (3.4)
Goodwill and intangible assets531,556
 531,556
 
 
Other assets666,353
 592,784
 73,569
 12.4
Total Assets$18,944,247
 $17,914,718
 $1,029,529
 5.7 %
Liabilities and Shareholders’ Equity       
Deposits$15,012,864
 $14,132,317
 $880,547
 6.2 %
Short-term borrowings541,317
 497,663
 43,654
 8.8
Long-term debt929,403
 949,542
 (20,139) (2.1)
Other liabilities339,548
 293,302
 46,246
 15.8
    Total Liabilities16,823,132
 15,872,824
 950,308
 6.0
    Total Shareholders’ Equity2,121,115
 2,041,894
 79,221
 3.9
      Total Liabilities and Shareholders’ Equity$18,944,247
 $17,914,718
 $1,029,529
 5.7 %

Investment Securities
The following table presents the carrying amount of investment securities, which were all classified as available for sale, as of December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
U.S. Government securities$
 $200
 $525
$
 $
 $200
U.S. Government sponsored agency securities25,136
 214
 726
134
 25,136
 214
State and municipal262,765
 245,215
 284,849
391,641
 262,765
 245,215
Corporate debt securities96,955
 98,034
 98,749
109,409
 96,955
 98,034
Collateralized mortgage obligations821,509
 902,313
 1,032,398
593,860
 821,509
 902,313
Mortgage-backed securities1,158,835
 928,831
 945,712
1,342,401
 1,158,835
 928,831
Auction rate securities98,059
 100,941
 159,274
97,256
 98,059
 100,941
Total debt securities2,463,259
 2,275,748
 2,522,233
2,534,701
 2,463,259
 2,275,748
Equity securities21,514
 47,623
 46,201
24,526
 21,514
 47,623
Total$2,484,773
 $2,323,371
 $2,568,434
$2,559,227
 $2,484,773
 $2,323,371
Total investment securities increased $161.4$74.5 million, or 6.9%3.0%, to $2.5$2.6 billion at December 31, 2015,2016, mainly in mortgage-backed securities and state and municipal securities, partially offset by a decrease in collateralized mortgage obligations. Portfolio cash flows that were reinvested during 2015 were used to purchase securities with average lives of approximately five years to provide for relatively structured cash flows, thereby limiting price and extension risk in a rising interest rate environment. Collateralized mortgage obligations decreased

51



primarily due to maturities that were not fully reinvested $227.6 million, or 27.7%, as the Corporation soughtreduced its holdings in lower coupon investments due to reduce portfolio price risk.volatility in market pricing. The decrease$3.0 million, or 14.0%, increase in equity securities reflects the sales of certainan increase in unrealized gains on financial institutions stocks. As of December 31, 2015, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and five years, respectively.
The net pre-tax unrealized loss on available for sale investment securities was $9.3$35.0 million as of December 31, 2015,2016, compared to an $11.3a $9.3 million net pre-tax unrealized gainloss as of December 31, 2014.2015. The change was due to an increase in market interest rates, which caused theresulted in lower fair values offor debt securities, including collateralized mortgage obligations and mortgage-backed securities to decrease below amortized cost.securities.



Loans
The following table presents loans outstanding, by type, as of the dates shown, and the changechanges in loansbalances for the most recent year:
December 31 2015 vs. 2014 Increase (Decrease)December 31 2016 vs. 2015 Increase (Decrease)
2015 2014 2013 2012 2011 $ %2016 2015 2014 2013 2012 $ %
(dollars in thousands)(dollars in thousands)
Real estate – commercial mortgage$5,462,330
 $5,197,155
 $5,101,922
 $4,664,426
 $4,602,596
 $265,175
 5.1 %$6,018,582
 $5,462,330
 $5,197,155
 $5,101,922
 $4,664,426
 $556,252
 10.2 %
Commercial – industrial, financial and agricultural4,088,962
 3,725,567
 3,628,420
 3,612,065
 3,639,368
 363,395
 9.8
4,087,486
 4,088,962
 3,725,567
 3,628,420
 3,612,065
 (1,476) 
Real estate – home equity1,684,439
 1,736,688
 1,764,197
 1,632,390
 1,624,562
 (52,249) (3.0)1,625,115
 1,684,439
 1,736,688
 1,764,197
 1,632,390
 (59,324) (3.5)
Real estate – residential mortgage1,376,160
 1,377,068
 1,337,380
 1,257,432
 1,097,503
 (908) (0.1)1,601,994
 1,376,160
 1,377,068
 1,337,380
 1,257,432
 225,834
 16.4
Real estate – construction799,988
 690,601
 573,672
 584,118
 615,445
 109,387
 15.8
843,649
 799,988
 690,601
 573,672
 584,118
 43,661
 5.5
Consumer268,588
 265,431
 283,124
 309,864
 318,874
 3,157
 1.2
291,470
 268,588
 265,431
 283,124
 309,864
 22,882
 8.5
Leasing and other173,651
 131,583
 103,301
 93,914
 79,869
 42,068
 32.0
Leasing, other and overdrafts250,366
 173,651
 131,583
 103,301
 93,914
 76,715
 44.2
Gross loans13,854,118
 13,124,093
 12,792,016
 12,154,209
 11,978,217
 730,025
 5.6
14,718,662
 13,854,118
 13,124,093
 12,792,016
 12,154,209
 864,544
 6.2
Unearned income(15,516) (12,377) (9,796) (7,238) (6,994) (3,139) 25.4
(19,390) (15,516) (12,377) (9,796) (7,238) (3,874) 25.0
Loans, net of unearned income$13,838,602
 $13,111,716
 $12,782,220
 $12,146,971
 $11,971,223
 $726,886
 5.5 %$14,699,272
 $13,838,602
 $13,111,716
 $12,782,220
 $12,146,971
 $860,670
 6.2 %
The Corporation does not have a concentration of credit risk with any single borrower, industry or geographicalgeographic location within its footprint. Approximately $6.3$6.9 billion, or 45.3%46.7%, of the loan portfolio was in commercial mortgage and construction loans as of December 31, 2015.2016. As of December 31, 2015,2016, the Corporation's policies limit the maximum total lending commitment to an individual borrower to $50.0 million. 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 borrower at the time the lending commitment is approved. As of December 31, 2015,2016, the Corporation had 107122 relationships with total borrowing commitments between $20.0 million and $50.0 million.

Commercial mortgage loans increased $265.2$556.3 million, or 5.1%10.2%, in comparison to December 31, 20142015 across all markets. Commercial loansmarkets, but primarily in Pennsylvania.Residential mortgages increased $363.4$225.8 million, or 9.8%. Geographically,16.4%, across all markets, except Delaware. The increase in residential mortgages resulted from a strategic decision to originate and retain certain jumbo mortgage loans and loans that enhance the increase was primarily in the Pennsylvania ($298.0 million, or 11.3%), Delaware ($33.1 million, or 34.6%), Maryland ($29.5 million, or 9.9%) and New Jersey ($9.3 million, or 1.7%) markets, partially offset by a $6.4 million, or 4.4%, decrease in the Virginia market.Corporation's compliance with Community Reinvestment Act requirements.



















52



The following table summarizes the industry concentrations within the commercial loan portfolio as of December 31:
2015 20142016 2015
Services22.6% 19.2%21.8% 22.6%
Retail15.1
 8.3
Health care10.5
 10.6
Manufacturing11.3
 13.1
9.2
 11.3
Health care10.6
 9.0
Construction (1)9.7
 11.0
9.0
 9.7
Retail8.3
 9.6
Wholesale8.0
 8.7
7.0
 8.0
Real estate (2)7.3
 7.6
6.7
 7.3
Agriculture5.1
 5.5
5.0
 5.1
Arts and entertainment2.8
 3.4
2.6
 2.8
Transportation2.7
 2.4
2.3
 2.7
Financial services1.7
 1.9
2.1
 1.7
Other9.9
 8.6
8.7
 9.9
Total100.0% 100.0%100.0% 100.0%
(1)Includes commercial loans to borrowers engaged in the construction industry.
(2)Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for others; and appraising real estate.
Commercial loans and commercial mortgage loans also include shared national credits, which are participations in loans or loan commitments of at least $20 million that are shared by three or more banks. The Corporation only participates in shared national credits to borrowers located in its geographicalgeographic markets. Below is a summary of the Corporation's outstanding purchased shared national credits as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Commercial - industrial, financial and agricultural$152,830
 $116,705
$155,353
 $152,830
Real estate - commercial mortgage96,219
 137,952
81,573
 96,219
Total$249,049
 $254,657
$236,926
 $249,049
Total shared national creditcredits decreased $5.6$12.1 million, or 2.2%4.9%, in comparison to 2014.2015. As of December 31, 2015, one2016, none of the shared national credits totaling $1.1 million, or 0.4%, of the total, waswere past due.
Home equity loans decreased $52.2 million, or 3.0%, primarily as a result of customers refinancing outstanding home equity loans into residential mortgages.

Construction loans include loans to commercial borrowers secured by residential real estate, loans to commercial borrowers secured by commercial real estate and other construction loans, which represent loans to individuals secured by residential real estate.

The following table presents outstanding construction loans and delinquency rates, by class segment, as of December 31:
2015 20142016 2015
$ Delinquency Rate % of Total $ Delinquency Rate % of Total$ Delinquency Rate % of Total $ Delinquency Rate % of Total
(dollars in thousands)(dollars in thousands)
Commercial$559,991
 0.2% 70.0% $427,419
 0.6% 61.9%$644,490
 0.2% 76.4% $559,991
 0.2% 70.0%
Commercial - residential179,303
 7.3
 22.4
 203,670
 6.6
 29.5
142,189
 6.0
 16.9
 179,303
 7.3
 22.4
Other60,694
 1.1
 7.6
 59,512
 0.6
 8.6
56,970
 1.9
 6.7
 60,694
 1.1
 7.6
Total Real estate - construction$799,988
 1.8% 100.0% $690,601
 2.4% 100.0%$843,649
 1.3% 100.0% $799,988
 1.8% 100.0%

Construction loans increased $109.4$43.7 million, or 15.8%5.5%, as a result of growth in commercial construction loans, partially offset by a decrease in residential construction loans. Geographically, the increase occurred in the PennsylvaniaMaryland ($114.630.7 million, or 31.6%49.1%), Pennsylvania ($15.3 million, or 3.2%) and New JerseyDelaware ($65.69.7 million, or 72.2%22%) markets, and were

53



partially offset by decreases in the VirginiaNew Jersey ($30.97.7 million, or 34.2%4.9%), Maryland and Virginia ($24.04.3 million, or 27.8%) and Delaware ($15.9 million, or 26.5%7.2%) markets.




Provision and Allowance for Credit Losses
The Corporation accounts for the credit risk associated with lending activities through the allowance for credit losses and the provision for credit losses.

A summary of the Corporation’s loan loss experience follows:
2015 2014 2013 2012 20112016 2015 2014 2013 2012
(dollars in thousands)(dollars in thousands)
Loans, net of unearned income outstanding at end of year$13,838,602
 $13,111,716
 $12,782,220
 $12,146,971
 $11,971,223
$14,699,272
 $13,838,602
 $13,111,716
 $12,782,220
 $12,146,971
Daily average balance of loans, net of unearned income$13,330,973
 $12,885,180
 $12,578,524
 $11,968,567
 $11,906,447
$14,128,064
 $13,330,973
 $12,885,180
 $12,578,524
 $11,968,567
Balance of allowance for credit losses at beginning of year$185,931
 $204,917
 $225,439
 $258,177
 $275,498
$171,412
 $185,931
 $204,917
 $225,439
 $258,177
Loans charged off:                  
Commercial – industrial, financial and agricultural15,639
 24,516
 30,383
 41,868
 52,301
15,276
 15,639
 24,516
 30,383
 41,868
Real estate - home equity and consumer5,831
 7,811
 10,070
 13,470
 9,686
7,712
 5,831
 7,811
 10,070
 13,470
Real estate – commercial mortgage4,218
 6,004
 20,829
 51,988
 26,032
3,580
 4,218
 6,004
 20,829
 51,988
Real estate – residential mortgage3,612
 2,918
 9,705
 4,509
 32,533
2,326
 3,612
 2,918
 9,705
 4,509
Real estate – construction201
 1,209
 6,572
 26,250
 38,613
1,218
 201
 1,209
 6,572
 26,250
Leasing and other2,656
 2,135
 2,653
 2,281
 2,168
Leasing, other and overdrafts3,815
 2,656
 2,135
 2,653
 2,281
Total loans charged off32,157
 44,593
 80,212
 140,366
 161,333
33,927
 32,157
 44,593
 80,212
 140,366
Recoveries of loans previously charged off:                  
Commercial – industrial, financial and agricultural5,264
 4,256
 9,281
 4,282
 2,521
8,981
 5,264
 4,256
 9,281
 4,282
Real estate - home equity and consumer2,492
 2,347
 2,378
 1,811
 1,431
2,466
 2,492
 2,347
 2,378
 1,811
Real estate – commercial mortgage2,801
 1,960
 3,494
 3,371
 1,967
3,373
 2,801
 1,960
 3,494
 3,371
Real estate – residential mortgage1,322
 451
 548
 459
 325
1,072
 1,322
 451
 548
 459
Real estate – construction2,824
 3,177
 2,682
 2,814
 1,746
3,924
 2,824
 3,177
 2,682
 2,814
Leasing and other685
 916
 807
 891
 1,022
Leasing, other and overdrafts842
 685
 916
 807
 891
Total recoveries15,388
 13,107
 19,190
 13,628
 9,012
20,658
 15,388
 13,107
 19,190
 13,628
Net loans charged off16,769
 31,486
 61,022
 126,738
 152,321
13,269
 16,769
 31,486
 61,022
 126,738
Provision for credit losses2,250
 12,500
 40,500
 94,000
 135,000
13,182
 2,250
 12,500
 40,500
 94,000
Balance at end of year$171,412
 $185,931
 $204,917
 $225,439
 $258,177
$171,325
 $171,412
 $185,931
 $204,917
 $225,439
Components of Allowance for Credit Losses:                  
Allowance for loan losses$169,054
 $184,144
 $202,780
 $223,903
 $256,471
$168,679
 $169,054
 $184,144
 $202,780
 $223,903
Reserve for unfunded lending commitments (1)2,358
 1,787
 2,137
 1,536
 1,706
2,646
 2,358
 1,787
 2,137
 1,536
Allowance for credit losses$171,412
 $185,931
 $204,917
 $225,439
 $258,177
$171,325
 $171,412
 $185,931
 $204,917
 $225,439
Selected Asset Quality Ratios:                  
Net charge-offs to average loans0.13% 0.24% 0.49% 1.06% 1.28%0.09% 0.13% 0.24% 0.49% 1.06%
Allowance for loan losses to loans outstanding1.22% 1.40% 1.59% 1.84% 2.14%1.15% 1.22% 1.40% 1.59% 1.84%
Allowance for credit losses to loans outstanding1.24% 1.42% 1.60% 1.86% 2.16%1.17% 1.24% 1.42% 1.60% 1.86%
Non-performing assets (2) to total assets0.87% 0.88% 1.00% 1.43% 1.94%0.76% 0.87% 0.88% 1.00% 1.43%
Non-performing assets (2) to total loans and OREO1.13% 1.15% 1.32% 1.95% 2.64%0.98% 1.13% 1.15% 1.32% 1.95%
Non-accrual loans to total loans0.94% 0.92% 1.05% 1.52% 2.15%0.82% 0.94% 0.92% 1.05% 1.52%
Allowance for credit losses to non-performing loans118.37% 134.26% 132.82% 106.82% 90.11%130.15% 118.37% 134.26% 132.82% 106.82%
Non-performing assets (2) to tangible common shareholders’ equity and allowance for credit losses (3)9.27% 9.12% 9.76% 13.39% 18.60%
Non-performing assets (2) to tangible equity and allowance for credit losses (3)
8.20% 9.27% 9.12% 9.76% 13.39%

(1)Reserve for unfunded lending commitments recorded within other liabilities on the consolidated balance sheets.
(2)Includes accruing loans past due 90 days or more.
(3)Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures," in Item 6. Selected"Selected Financial Data."

The provision for credit losses decreased $10.3increased $10.9 million or 82.0%, in comparison to 20142015 due mainly to improvements inloan growth, as overall credit quality, as shown by lower net loans charged off and delinquencies.

54



metrics were stable to improving. Net charge-offs decreased $14.7$3.5 million, or 46.7%20.9%, to $13.3 million in 2016 from $16.8 million in 2015 from $31.5 million in 2014.2015. This decrease was primarily due to a $9.9$4.1 million, or 48.8%39.3%, decrease in commercial loan net charge-offs, a $2.6$1.2 million, or 65.0%85.4%, decrease in commercial mortgage net charge-offs, and a $2.1$1.0 million, or 38.9%,45.2% decrease in residential mortgage net charge-offs, partially offset by increases in net charge-offs in consumer and home equity loanloans of $1.9 million, or 57.1% and a $1.0 million,


or 50.8%, increase in leasing and other loans net charge-offs. The $16.8$13.3 million of net charge-offs were primarily in the Pennsylvania ($15.59.5 million, or 92.7%)71.7% of the total), and New Jersey ($2.64.0 million, or 15.8%30.0%) markets, partially offset by net recoveries in the Maryland, Virginia and Delaware markets.
The following table presents non-performing assets as of December 31:
2015 2014 2013 2012 20112016 2015 2014 2013 2012
(in thousands)(in thousands)
Non-accrual loans (1) (2) (3)
$129,523
 $121,080
 $133,753
 $184,832
 $257,761
$120,133
 $129,523
 $121,080
 $133,753
 $184,832
Loans 90 days or more past due and still accruing (2)
15,291
 17,402
 20,524
 26,221
 28,767
11,505
 15,291
 17,402
 20,524
 26,221
Total non-performing loans144,814
 138,482
 154,277
 211,053
 286,528
131,638
 144,814
 138,482
 154,277
 211,053
OREO11,099
 12,022
 15,052
 26,146
 30,803
12,815
 11,099
 12,022
 15,052
 26,146
Total non-performing assets$155,913
 $150,504
 $169,329
 $237,199
 $317,331
$144,453
 $155,913
 $150,504
 $169,329
 $237,199
 
(1)In 2015,2016, the total interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms was approximately $7.0$6.1 million. The amount of interest income on non-accrual loans that was recognized in 20152016 was approximately $1.2$2.3 million.
(2)Accrual of interest is generally discontinued when a loan becomes 90 days past due. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered secured and in the process of collection. Certain loans, primarily adequately collateralized residential mortgage loans, may continue to accrue interest after reaching 90 days past due.
(3)Excluded from non-performing assets as of December 31, 20152016 were $60.6$59.6 million of loans modified under trouble debt restructurings (TDRs)("TDRs"). These loans were reviewed for impairment under FASB ASC Section 310-10-35, but continue to accrue interest and are, therefore, not included in non-accrual loans. All non-accrual loans as of December 31, 2015 were reviewed for impairment under FASB ASC Section 310-10-35.
The following table presents TDRs as of December 31:
2015 2014 2013 2012 20112016 2015 2014 2013 2012
(in thousands)(in thousands)
Real estate – residential mortgage$28,511
 $31,308
 $28,815
 $32,993
 $32,331
$27,617
 $28,511
 $31,308
 $28,815
 $32,993
Real estate – commercial mortgage17,563
 18,822
 19,758
 34,672
 22,425
15,957
 17,563
 18,822
 19,758
 34,672
Real estate – construction3,942
 9,241
 10,117
 10,564
 7,645
726
 3,942
 9,241
 10,117
 10,564
Commercial – industrial, financial and agricultural5,953
 5,237
 8,045
 5,745
 3,581
6,627
 5,953
 5,237
 8,045
 5,745
Real estate - home equity4,556
 2,975
 1,365
 1,518
 183
8,594
 4,556
 2,975
 1,365
 1,518
Consumer33
 38
 11
 16
 10
39
 33
 38
 11
 16
Total accruing TDRs60,558
 67,621
 68,111
 85,508
 66,175
59,560
 60,558
 67,621
 68,111
 85,508
Non-accrual TDRs (1)31,035
 24,616
 30,209
 31,245
 32,587
27,850
 31,035
 24,616
 30,209
 31,245
Total TDRs$91,593
 $92,237
 $98,320
 $116,753
 $98,762
$87,410
 $91,593
 $92,237
 $98,320
 $116,753

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

Total TDRs modified during 2016 and still outstanding as of December 31, 2016 were $12.4 million. Of these loans, $6.0 million, or 48.4%, had a payment default during 2016, which the Corporation defines as a single missed scheduled payment, subsequent to modification. TDRs modified during 2015 and still outstanding as of December 31, 2015 totaled $14.4 million. Of these loans, $5.1 million, or 35.5%, had a payment default during 2015, which the Corporation defines as a single missed scheduled payment, subsequent to modification. Total TDRs modified during 2014 and still outstanding as of December 31, 2014 totaled $16.4 million. Of these loans, $7.1 million, or 43.1%, had a payment default subsequent to modification during 2014.2015.

55




The following table presents the changes in non-accrual loans for the years ended December 31:
Commercial -
Industrial,
Financial and
Agricultural
 Real Estate -
Commercial
Mortgage
 Real Estate -
Construction
 Real Estate -
Residential
Mortgage
 Real Estate -
Home
Equity
 Consumer Leasing TotalCommercial -
Industrial,
Financial and
Agricultural
 Real Estate -
Commercial
Mortgage
 Real Estate -
Construction
 Real Estate -
Residential
Mortgage
 Real Estate -
Home
Equity
 Consumer Leasing Total
(in thousands)(in thousands)
Balance of non-accrual loans at December 31, 2013$36,710
 $40,566
 $20,921
 $22,282
 $13,272
 $2
 $
 $133,753
Additions38,578
 31,509
 4,627
 10,125
 10,406
 2,331
 803
 98,379
Payments(17,937) (18,603) (7,185) (2,047) (3,321) (7) 
 (49,100)
Charge-offs (1)(24,517) (6,005) (1,210) (2,918) (5,486) (2,321) (803) (43,260)
Transfers to OREO(763) (2,976) (805) (4,329) (2,199) 
 
 (11,072)
Transfers to accrual status(2,302) (54) 
 (3,070) (2,189) (5) 
 (7,620)
Balance of non-accrual loans at December 31, 201429,769
 44,437
 16,348
 20,043
 10,483
 
 
 121,080
$29,769
 $44,437
 $16,348
 $20,043
 $10,483
 $
 $
 $121,080
Additions51,066
 24,310
 5,150
 13,845
 8,839
 2,229
 2,835
 108,274
51,066
 24,310
 5,150
 13,845
 8,839
 2,229
 2,835
 108,274
Payments(20,575) (19,786) (9,253) (3,810) (1,945) 
 (1) (55,370)(20,575) (19,786) (9,253) (3,810) (1,945) 
 (1) (55,370)
Charge-offs (1)(15,639) (4,218) (201) (3,612) (3,604) (2,227) (1,409) (30,910)(15,639) (4,218) (201) (3,612) (3,604) (2,227) (1,409) (30,910)
Transfers to OREO(2,381) (1,668) 
 (4,112) (2,039) 
 
 (10,200)(2,381) (1,668) 
 (4,112) (2,039) 
 
 (10,200)
Transfers to accrual status(41) (2,344) 
 (440) (524) (2) 
 (3,351)(41) (2,344) 
 (440) (524) (2) 
 (3,351)
Balance of non-accrual loans at December 31, 2015$42,199
 $40,731
 $12,044
 $21,914
 $11,210
 $
 $1,425
 $129,523
42,199
 40,731
 12,044
 21,914
 11,210
 
 1,425
 129,523
Additions32,831
 25,151
 6,921
 5,611
 8,983
 2,803
 808
 83,108
Payments(14,328) (14,682) (6,257) (3,532) (2,512) (1) (24) (41,336)
Charge-offs (1)
(15,276) (3,580) (1,218) (2,326) (4,912) (2,800) (2,209) (32,321)
Transfers to OREO(552) (2,992) (1,684) (2,925) (1,199) 
 
 (9,352)
Transfers to accrual status(2,525) (5,692) 
 (311) (959) (2) 
 (9,489)
Balance of non-accrual loans at December 31, 2016$42,349
 $38,936
 $9,806
 $18,431
 $10,611
 $
 $
 $120,133
(1) Excludes charge-offs of loans on accrual status.

Non-accrual loans increased $8.4decreased $9.4 million, or 7.0%7.2%, in 20152016 due mainly to an increasea decrease in non-accrual loan additions from $98.4 million in 2014 to $108.3 million in 2015.2015 to $83.1 million in 2016. The non-accrual loan additions occurred across most loan types, and was not driven by one specific account or event. Non-accrual loan balances continued to be reduced through significant payments, as well asreturn to accrual status and charge-offs.

The following table presents non-performing loans, by type, as of the dates shown and the changes in non-performing loans for the most recent year:
 December 31 2015 vs. 2014 Increase (Decrease)
 2015 2014 2013 2012 2011 $ %
 (dollars in thousands)
Commercial – industrial, financial and agricultural$44,071
 $30,388
 $38,021
 $66,954
 $80,944
 $13,683
 45.0 %
Real estate – commercial mortgage41,170
 45,237
 44,068
 57,120
 113,806
 (4,067) (9.0)
Real estate – residential mortgage28,484
 28,995
 31,347
 34,436
 16,336
 (511) (1.8)
Real estate – home equity14,683
 14,740
 16,983
 17,204
 11,207
 (57) (0.4)
Real estate – construction12,460
 16,399
 21,267
 32,005
 60,744
 (3,939) (24.0)
Consumer2,440
 2,590
 2,543
 3,315
 3,384
 (150) (5.8)
Leasing1,506
 133
 48
 19
 107
 1,373
 N/M
Total non-performing loans$144,814
 $138,482
 $154,277
 $211,053
 $286,528
 $6,332
 4.6 %
N/M - Not meaningful
 December 31 2016 vs. 2015 Decrease
 2016 2015 2014 2013 2012 $ %
 (dollars in thousands)
Commercial – industrial, financial and agricultural$43,460
 $44,071
 $30,388
 $38,021
 $66,954
 $(611) (1.4)%
Real estate – commercial mortgage39,319
 41,170
 45,237
 44,068
 57,120
 (1,851) (4.5)
Real estate – residential mortgage23,655
 28,484
 28,995
 31,347
 34,436
 (4,829) (17.0)
Real estate – home equity13,154
 14,683
 14,740
 16,983
 17,204
 (1,529) (10.4)
Real estate – construction9,842
 12,460
 16,399
 21,267
 32,005
 (2,618) (21.0)
Consumer1,891
 2,440
 2,590
 2,543
 3,315
 (549) (22.5)
Leasing317
 1,506
 133
 48
 19
 (1,189) (79.0)
Total non-performing loans$131,638
 $144,814
 $138,482
 $154,277
 $211,053
 $(13,176) (9.1)%

Non-performing commercialresidential mortgage loans increased $13.7decreased $4.8 million, or 45.0%17.0%, in comparison to December 31, 2014. Geographically, the increase primarily occurred in the Pennsylvania ($12.3 million, or 78.4%) Virginia ($3.1 million, or 98.1%) and Maryland ($1.8 million, or 82.9%) markets, partially offset by a decrease in the New Jersey ($3.3 million, or 36.0%) market.
Non-performing commercial mortgages decreased $4.1 million, or 9.0%, in comparison to December 31, 2014. Geographically, the decrease occurred primarily in the Pennsylvania ($3.0 million, or 16.6%) and Delaware ($1.9 million, or 78.3%) markets, partially offset by increases in the Maryland and New Jersey markets.
Non-performing construction loans decreased $3.9 million, or 24.0%, in comparison to December 31, 2014.2015. Geographically, the decrease occurred mainly in the MarylandPennsylvania ($1.91.8 million, or 59.9%16.8%) and, New Jersey ($1.11.5 million, or 37.6%18.0%) and Maryland ($1.3 million, or 38.7%) markets.

56Non-performing construction loans decreased $2.6 million, or 21.0%, in comparison to December 31, 2015. Geographically, the decrease occurred mainly in the Pennsylvania ($4.6 million, or 50.6%), New Jersey ($1.4 million, or 79.0%) and Maryland ($543,000, or 42.7%) markets, partially offset by an increase in the Delaware ($3.9 million) market.






The following table summarizes OREO, by property type, as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Residential properties$7,303
 $6,656
$7,655
 $7,303
Commercial properties2,167
 3,453
2,651
 2,167
Undeveloped land1,629
 1,913
2,509
 1,629
Total OREO$11,099
 $12,022
$12,815
 $11,099

As noted under the heading "Critical Accounting Policies" within Management's Discussion, the Corporation's ability to identify potential problem loans in a timely manner is key 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. For a complete description of the Corporation's risk ratings, refer to the "Allowance for Credit Losses" section within Note"Note 1 "Summary- Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and lease receivables is based on aggregate payment history, through the monitoring of delinquency levels and trends.

Total internally risk rated loans were $10.3$10.9 billion and $9.6$10.3 billion as of December 31, 20152016 and 2014,2015, respectively. The following table presents internal risk ratings of special mention or lower for commercial loans, commercial mortgages and construction loans to commercial borrowers, by class segment, as of December 31:
Special Mention 2015 vs. 2014 Increase (Decrease) Substandard or Lower 2015 vs. 2014 Increase (Decrease) Total Criticized LoansSpecial Mention 2016 vs. 2015 Increase (Decrease) Substandard or Lower 2016 vs. 2015 Increase (Decrease) Total Criticized Loans
2015 2014 $ % 2015 2014 $ % 2015 20142016 2015 $ % 2016 2015 $ % 2016 2015
(dollars in thousands)(dollars in thousands)
Real estate - commercial mortgage$102,625
 $127,302
 $(24,677) (19.4)% $155,442
 $170,837
 $(15,395) (9.0)% $258,067
 $298,139
$132,484
 $102,625
 $29,859
 29.1 % $122,976
 $155,442
 $(32,466) (20.9)% $255,460
 $258,067
Commercial - secured92,711
 120,584
 (27,873) (23.1) 136,710
 110,544
 26,166
 23.7
 229,421
 231,128
128,873
 92,711
 36,162
 39.0
 118,527
 136,710
 (18,183) (13.3) 247,400
 229,421
Commercial -unsecured2,761
 7,463
 (4,702) (63.0) 3,346
 6,810
 (3,464) (50.9) 6,107
 14,273
4,481
 2,761
 1,720
 62.3
 3,531
 3,346
 185
 5.5
 8,012
 6,107
Total commercial - industrial, financial and agricultural95,472
 128,047
 (32,575) (25.4) 140,056
 117,354
 22,702
 19.3
 235,528
 245,401
133,354
 95,472
 37,882
 39.7
 122,058
 140,056
 (17,998) (12.9) 255,412
 235,528
Construction - commercial residential17,154
 27,495
 (10,341) (37.6) 21,812
 40,066
 (18,254) (45.6) 38,966
 67,561
15,447
 17,154
 (1,707) (10.0) 13,172
 21,812
 (8,640) (39.6) 28,619
 38,966
Construction - commercial3,684
 12,202
 (8,518) (69.8) 3,597
 5,586
 (1,989) (35.6) 7,281
 17,788
3,412
 3,684
 (272) (7.4) 5,115
 3,597
 1,518
 42.2
 8,527
 7,281
Total real estate - construction (excluding construction - other)20,838
 39,697
 (18,859) (47.5) 25,409
 45,652
 (20,243) (44.3) 46,247
 85,349
18,859
 20,838
 (1,979) (9.5) 18,287
 25,409
 (7,122) (28.0) 37,146
 46,247
Total$218,935
 $295,046
 $(76,111) (25.8)% $320,907
 $333,843
 $(12,936) (3.9)% $539,842
 $628,889
$284,697
 $218,935
 $65,762
 30.0 % $263,321
 $320,907
 $(57,586) (17.9)% $548,018
 $539,842
                                      
% of total risk rated loans2.1% 3.1%     3.1% 3.5%     5.2% 6.6%2.6% 2.1%     2.4% 3.1%     5.0% 5.2%

As of December 31, 2015,2016, total loans with risk ratings of special mention and substandard or lower were $89.0$8.2 million, or 14.2%1.5%, lesshigher than 2014. Overall reductions in criticized2015. However, these loans while not the sole factor for measuring allocations on these loan types, contributeddecreased as a percentage of total risk rated loans to a decrease in allocations for impaired loans of $9.3 million, or 15.2%, in 2015.5.0% from 5.2%.

57




The following table presents a summary of delinquency status and rates, as a percentage of total loans, for loans that do not have internal risk ratings, by class segment, as of December 31:
Delinquent (1) Non-performing (2) Total Past DueDelinquent (1) Non-performing (2) Total Past Due
2015 2014 2015 2014 2015 20142016 2015 2016 2015 2016 2015
$ % $ % $ % $ % $ % $ %$ % $ % $ % $ % $ % $ %
(dollars in thousands)(dollars in thousands)
Real estate - home equity$8,983
 0.53% $10,931
 0.63% $14,683
 0.87% $14,740
 0.85% $23,666
 1.40% $25,671
 1.48%$9,274
 0.57% $8,983
 0.53% $13,154
 0.81% $14,683
 0.87% $22,428
 1.38% $23,666
 1.40%
Real estate - residential mortgage18,305
 1.33
 26,934
 1.96
 28,484
 2.07
 28,995
 2.10
 46,789
 3.40
 55,929
 4.06
20,344
 1.27
 18,305
 1.33
 23,655
 1.48
 28,484
 2.07
 43,999
 2.75
 46,789
 3.40
Real estate - construction - other88
 0.14
 
 
 609
 1.01
 332
 0.56
 697
 1.15
 332
 0.56

 
 88
 0.14
 1,096
 1.92
 609
 1.01
 1,096
 1.92
 697
 1.15
Consumer - direct2,254
 2.28
 2,891
 2.64
 2,203
 2.23
 2,414
 2.21
 4,457
 4.51
 5,305
 4.85
1,752
 1.81
 2,254
 2.28
 1,563
 1.61
 2,203
 2.23
 3,315
 3.42
 4,457
 4.51
Consumer - indirect2,809
 1.65
 2,574
 1.65
 237
 0.14
 176
 0.11
 3,046
 1.79
 2,750
 1.76
3,599
 1.85
 2,809
 1.65
 328
 0.17
 237
 0.14
 3,927
 2.02
 3,046
 1.79
Total Consumer5,063
 1.89
 5,465
 2.06
 2,440
 0.90
 2,590
 0.97
 7,503
 2.79
 8,055
 3.03
5,351
 1.83
 5,063
 1.89
 1,891
 0.65
 2,440
 0.90
 7,242
 2.48
 7,503
 2.79
Leasing and other and Overdrafts759
 0.48
 523
 0.44
 1,506
 0.95
 133
 0.11
 2,265
 1.43
 656
 0.55
Leasing, other and Overdrafts1,068
 0.46
 759
 0.48
 317
 0.14
 1,506
 0.95
 1,385
 0.60
 2,265
 1.43
Total$33,198
 0.94% $43,853
 1.23% $47,722
 1.34% $46,790
 1.32% $80,920
 2.28% $90,643
 2.55%$36,037
 0.95% $33,198
 0.94% $40,113
 1.05% $47,722
 1.34% $76,150
 2.00% $80,920
 2.28%
 
(1)Includes all accruing loans 30 days to 89 days past due.
(2)Includes all accruing loans 90 days or more past due and all non-accrual loans.
As of December 31, 2015, delinquency rates for the above class segments decreased, driven by improvements in home equity and residential mortgage delinquencies.

The following table summarizes the allocation of the allowance for loan losses:
2015 2014 2013 2012 20112016 2015 2014 2013 2012
Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
 Allowance % of
Loans In
Each
Category
(dollars in thousands)(dollars in thousands)
Real estate - commercial mortgage$47,866
 39.5% $53,493
 39.6% $55,659
 39.9% $62,928
 38.4% $85,112
 36.8%$46,842
 40.9% $47,866
 39.5% $53,493
 39.6% $55,659
 39.9% $62,928
 38.4%
Commercial - industrial, financial and agricultural57,098
 29.5
 51,378
 28.4
 50,330
 28.4
 60,205
 29.7
 74,896
 31.0
54,353
 27.8
 57,098
 29.5
 51,378
 28.4
 50,330
 28.4
 60,205
 29.7
Real estate - residential mortgage21,375
 9.9
 29,072
 10.5
 33,082
 10.5
 34,536
 10.4
 22,986
 8.3
22,929
 10.9
 21,375
 9.9
 29,072
 10.5
 33,082
 10.5
 34,536
 10.4
Consumer, home equity, leasing & other27,458
 15.3
 33,085
 16.2
 34,852
 16.7
 27,895
 16.7
 17,321
 17.2
33,567
 14.7
 27,458
 15.3
 33,085
 16.2
 34,852
 16.7
 27,895
 16.7
Real estate - construction6,529
 5.8
 9,756
 5.3
 12,649
 4.5
 17,287
 4.8
 30,066
 6.7
6,455
 5.7
 6,529
 5.8
 9,756
 5.3
 12,649
 4.5
 17,287
 4.8
Unallocated8,728
 N/A
 7,360
 N/A
 16,208
 N/A
 21,052
 N/A
 26,090
 N/A
4,533
 N/A
 8,728
 N/A
 7,360
 N/A
 16,208
 N/A
 21,052
 N/A
$169,054
 100.0% $184,144
 100.0% $202,780
 100.0% $223,903
 100.0% $256,471
 100.0%$168,679
 100.0% $169,054
 100.0% $184,144
 100.0% $202,780
 100.0% $223,903
 100.0%
N/A – Not applicable

Management believes that the $169.1$168.7 million allowance for loan losses as of December 31, 20152016 is sufficient to cover incurred losses in the loan portfolio. See additional disclosures in "Note 1 - Summary of Significant Accounting Policies," and "Note 4 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data;" and "Critical Accounting Policies" above.



58



Other Assets

Other assets increased $23.1$73.6 million, or 4.1%12.4%, to $592.8$666.4 million as of December 31, 2015.2016. The increase resulted primarily from a $24.5$42.3 million increase in tax credit investments and a $13.2Tax Credit Investments, an $8.4 million increase in the fair value of commercial loan interest rate swaps. These increases were partially offset by an $11.1swaps and a $5.6 million decreaseincrease in net deferred taxlife insurance assets.



Deposits and Borrowings

The following table summarizes the increase in ending deposits, by type:
    Increase (Decrease)    Increase (Decrease)
2015 2014 $ %2016 2015 $ %
(dollars in thousands)(dollars in thousands)
Noninterest-bearing demand$3,948,114
 $3,640,623
 $307,491
 8.4 %$4,376,137
 $3,948,114
 $428,023
 10.8 %
Interest-bearing demand3,451,207
 3,150,612
 300,595
 9.5
3,703,712
 3,451,207
 252,505
 7.3
Savings3,868,046
 3,504,820
 363,226
 10.4
Total demand and savings11,267,367
 10,296,055
 971,312
 9.4
Savings and money market accounts4,179,773
 3,868,046
 311,727
 8.1
Total demand, savings and money market accounts12,259,622
 11,267,367
 992,255
 8.8
Time deposits2,864,950
 3,071,451
 (206,501) (6.7)2,753,242
 2,864,950
 (111,708) (3.9)
Total deposits$14,132,317
 $13,367,506
 $764,811
 5.7 %$15,012,864
 $14,132,317
 $880,547
 6.2 %

Noninterest-bearing demand deposits increased $307.5$428.0 million, or 8.4%10.8%, primarily due to a $229.0$311.8 million, or 8.3%10.4%, increase in business account balances, and $78.9a $59.5 million, or 10.7%64.8%, increase in state and municipal account balances and a $52.3 million, or 6.4%, increase in personal account balances. Interest-bearing demand accounts increased $300.6$252.5 million, or 9.5%7.3%, due to a $167.0$140.1 million, or 9.1%12.0%, increase in personalstate and municipal account balances, a $70.2an $80.8 million, or 31.4%, increase in business account balances and a $63.4 million, or 5.8%, increase in municipal balances. The $363.2 million, or 10.4%, increase in savings account balances was due to a $309.9 million, or 14.2%4.1%, increase in personal account balances, and a $54.5$31.6 million, or 7.4%10.8%, increase in business account balances.
The $206.5$311.7 million, or 6.7%8.1%, decreaseincrease in time depositssavings and money market account balances was a result of customers' migration away from certificates of depositprimarily due to the continued low interest rate environment.a $309.1 million, or 12.4%, increase in personal account balances.

The following table summarizes the changes in ending borrowings, by type:
    Increase (Decrease)    Increase (Decrease)
2015 2014 $ %2016 2015 $ %
(dollars in thousands)(dollars in thousands)
Short-term borrowings:              
Customer repurchase agreements$111,496
 $158,394
 $(46,898) (29.6)%$195,734
 $111,496
 $84,238
 75.6%
Customer short-term promissory notes78,932
 95,106
 (16,174) (17.0)67,013
 78,932
 (11,919) (15.1)
Total short-term customer funding190,428
 253,500
 (63,072) (24.9)262,747
 190,428
 72,319
 38.0
Federal funds purchased197,235
 6,219
 191,016
        N/M278,570
 197,235
 81,335
 41.2
Short-term FHLB Advances (1)110,000
 70,000
 40,000
 57.1

 110,000
 (110,000) (100.0)
Total short-term borrowings497,663
 329,719
 167,944
 50.9
541,317
 497,663
 43,654
 8.8
Long-term debt:              
FHLB Advances587,756
 673,107
 (85,351) (12.7)567,240
 587,756
 (20,516) (3.5)
Other long-term debt361,786
 466,306
 (104,520) (22.4)362,163
 361,786
 377
 0.1
Total long-term debt949,542
 1,139,413
 (189,871) (16.7)929,403
 949,542
 (20,139) (2.1)
Total borrowings$1,447,205
 $1,469,132
 $(21,927) (1.5)%$1,470,720
 $1,447,205
 $23,515
 1.6%

(1) Represents FHLB advances with an original maturity term of less than one year.
N/M – Not meaningful

The $167.9$43.7 million increase in total short-term borrowings resulted from the $84.2 million, or 75.6%, increase in customer repurchase agreements and the $81.3 million, or 41.2%, increase in Federal Funds purchased, partially offset by the maturity of short-term FHLB advances. The $20.5 million decrease in FHLB advances was due to maturing advances that were not refinanced.

Other Liabilities

Other liabilities increased $46.2 million, or 15.8%, to $339.5 million as of December 31, 2016. The increase resulted primarily from a primarily a result of the $191.0$30.9 million increase in federal funds purchased. The $85.4commitments to fund Tax Credit Investments and an $8.4 million or 12.7% , decreaseincrease in long-term FHLB Advances resulted from maturities that were replaced with short-term advances. Other long-term debt decreased by $104.5 million, or 22.4%, primarily as a resultthe fair value of the maturity of $100 million of subordinated debt in April 2015. In June 2015, the Corporation issued $150 million of ten-year subordinated debt at an effectivecommercial loan interest rate of 4.69%. The proceeds were used in July 2015 to redeem $150 million of TruPS, that carried an effective rate of 6.52%.swaps.

59






Shareholders’ Equity

Total shareholders’ equity increased $45.2$79.2 million, or 2.3%3.9%, to $2.0$2.1 billion, or 11.4%11.2%, of total assets, as of December 31, 2015.2016. The increase was due primarily to $149.5$161.6 million of net income and $10.8$17.1 million of common stock issued, partially offset by $50.0$18.5 million of common stock repurchases, a $16.4 million net decrease accumulated other comprehensive loss, mainly available for sale securities, and $66.7$71.1 million of dividends on common shares outstanding.

In November 2014,2016, the Corporation entered into an accelerated share repurchase agreement (ASR) with a third party to repurchase $100 million of shares of its common stock. Under the terms of the ASR, the Corporation paid $100.0 million to the third party in November 2014 and received an initial delivery of 6.5 million shares, representing 80% of the shares expected to be delivered under the ASR, based on the closing price for the Corporation’s shares on November 13, 2014. In April 2015, the third party delivered an additional 1.8 million shares of common stock pursuant to the terms of the ASR, thereby completing the $100.0 million ASR. The Corporation repurchased a total of 8.3 million shares of common stock under the ASR at an average price of $12.05 per share.

In April 2015, the Corporation announced that itsCorporation's board of directors had approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares,an extension, through December 31, 2015. During 2015, approximately 4.0 million shares were repurchased under this program for a total cost of $50.0 million, or $12.57 per share, completing this program in August 2015.

In October 2015, the Corporation announced that its board of directors had approved2017, to a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2016. Noshares. During 2016, approximately1.5 million shares were repurchased through this program for a total cost of $18.5 million, or $12.48 per share. Up to an additional $31.5 million of the Corporation's common stock may be repurchased under this program as ofthrough December 31, 2015. Subsequent to December 31, 2015, a total of 550,000 shares were repurchased through January 31, 2016 at a total cost of $6.8 million.2017.

The Corporation and its subsidiary banks are subject to regulatory capital requirements administered by various banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation’s financial statements. The regulations require that banks and bank holding companies maintain minimum amounts and ratios of total, Tier I and Common Equity Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier I capital to average assets (as defined). As of December 31, 2015, the Corporation and each of its bank subsidiaries met the minimum capital requirements. In addition, all of the Corporation’s bank subsidiaries’ capital ratios exceeded the amounts required to be considered "well capitalized" as defined in the regulations. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements at December 31:
 2015 2014 Regulatory
Minimum
for Capital
Adequacy
 Fully Phased-in, with Capital Conservation Buffers
Total capital (to risk-weighted assets)13.2% 14.7% 8.0% 10.5%
Tier I capital (to risk-weighted assets)10.2% 12.3% 6.0% 8.5%
Common equity tier I (to risk-weighted assets)10.2% N/A 4.5% 7.0%
Tier I capital (to average assets)9.0% 10.0% 4.0% 4.0%
N/A – Not applicable
 2016 2015 Regulatory
Minimum
for Capital
Adequacy
 Fully Phased-in, with Capital Conservation Buffers
Total capital (to risk-weighted assets)13.2% 13.2% 8.0% 10.5%
Tier I capital (to risk-weighted assets)10.4% 10.2% 6.0% 8.5%
Common equity tier I (to risk-weighted assets)10.4% 10.2% 4.5% 7.0%
Tier I capital (to average assets)9.0% 9.0% 4.0% 4.0%

In July 2013, the FRB approved final rules (the U.S."U.S. Basel III Capital Rules)Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.
The new minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and will be fully phased in on January 1, 2019.
The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;

60



Continue to require the currenta minimum Total capital ratio of 8.00% of risk-weighted assets and the minimuma 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 as a result of which certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size.

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

The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expand the risk-weightings for assets and off balance sheet exposures from the current 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, resulting in higher risk weights for a variety of asset categories.



As of December 31, 2015,2016, the Corporation and each of its bank subsidiaries met the minimum requirements of the U.S. Basel III Capital Rules, and each of the Corporation’s bank subsidiaries’ capital ratios exceeded the amounts required to be considered "well capitalized" as defined in the regulations. As of December 31, 2015,2016, the Corporation's capital levels also met the fully-phased in minimum capitalrequirements, including the capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."

Contractual Obligations and Off-Balance Sheet Arrangements
The Corporation has various financial obligations that require future cash payments. These obligations include the payment ofpayments for liabilities recorded on the Corporation’s consolidated balance sheetsheets as well as contractual obligations for purchased services or for operating leases.
The following table summarizes the Corporation's significant contractual obligations to third parties, by type, that were fixed and determinable as of December 31, 2015:2016:
Payments Due InPayments Due In
One Year
or Less
 One to
Three Years
 Three to
Five Years
 Over Five
Years
 TotalOne Year
or Less
 One to
Three Years
 Three to
Five Years
 Over Five
Years
 Total
(in thousands)(in thousands)
Deposits with no stated maturity (1)$11,267,367
 $
 $
 $
 $11,267,367
$12,259,622
 $
 $
 $
 $12,259,622
Time deposits (2)1,342,715
 747,651
 691,039
 83,544
 2,864,949
1,333,954
 1,041,626
 288,407
 89,255
 2,753,242
Short-term borrowings (3)497,663
 
 
 
 497,663
541,317
 
 
 
 541,317
Long-term debt (3)235,937
 301,299
 142,370
 269,936
 949,542
114,415
 202,731
 341,814
 270,443
 929,403
Operating leases (4)16,325
 28,533
 20,831
 46,819
 112,508
16,330
 26,492
 20,436
 44,395
 107,653
Purchase obligations (5)15,262
 17,066
 325
 
 32,653
22,799
 32,282
 23,051
 
 78,132
Uncertain tax positions (6)2,373
 
 
 
 2,373
2,438
 
 
 
 2,438
 
(1)Includes demand deposits and savings accounts, which can be withdrawn by customers at any time.
(2)See additional information regarding time deposits in "Note 8 - Deposits," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
(3)See additional information regarding borrowings in "Note 9 - Short-Term Borrowings and Long-Term Debt," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
(4)See additional information regarding operating leases in "Note 16 - Leases," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."
(5)Includes information technology, telecommunication and data processing outsourcing contracts.
(6)Includes accrued interest. See additional information related to uncertain tax positions in "Note 12 - Income Taxes," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary Data."

In addition to the contractual obligations listed in the preceding table, 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. These financial instruments include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit and interest rate risk that are not recognized on the consolidated balance sheet.sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign or domestic trade transactions for customers. Commitments and standby and commercial letters of credit do not necessarily represent future cash needs, as they may expire without being drawn.

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The following table presents the Corporation’s commitments to extend credit and letters of credit as of December 31, 20152016 (in thousands):
Commercial and other$3,518,960
$3,673,815
Home equity1,300,062
1,368,465
Commercial mortgage and construction965,116
1,033,287
Total commitments to extend credit$5,784,138
$6,075,567
  
Standby letters of credit$374,729
$356,359
Commercial letters of credit39,529
38,901
Total letters of credit$414,258
$395,260



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Item 7A. 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)("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. For the year ended December 31, 2015, the Corporation changed its presentation of interest rate risk to be reflective of the two complementary methods it uses to measure and manage interest rate risk, as it provides a more concise framework for understanding how the Corporation measures and manages its interest rate and market risk.

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

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

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options 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 on net interest income (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown): as of December 31, 2016:
Rate Shock (1)
Annual change
in net interest income
 % Change in net interest income
+300 bp$73.2$87.4 million + 14.2%15.3%
+200 bp+ $48.8$59.6 million + 9.4%10.4%
+100 bp+ $22.2$28.3 million + 4.3%4.9%
–100 bp$15.7$33.2 million 3.0%5.8%

(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

63



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 December 31, 2015,2016, the Corporation was within economic value of equity policy limits for every 100 basis point shock.

Interest Rate Swaps

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

Liquidity

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

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

Each of the Corporation’s subsidiary banks is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of December 31, 2015,2016, the Corporation had $697.8$567.2 million of short- and long-term advances outstanding from the FHLB with an additional borrowing capacity of approximately $2.6$3.1 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 December 31, 2015,2016, the Corporation had aggregate availability under Federal funds lines of $1.0$1.1 billion with $197.2$278.6 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 December 31, 2015,2016, the Corporation had $1.2 billion of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

Liquidity must also be managed at the Fulton Financial Corporation parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. See "Note 11 - Regulatory Matters - Dividend and Loan Limitations" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for additional information concerning limitations on the dividends that may be paid to the Corporation, and loans that may be granted to the Corporation and its affiliates, by the Corporation's subsidiary banks. Management continues to monitor the liquidity and capital needs of the parent company and will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The Corporation’s sources and uses of funds were discussed in general terms in the net interest income"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 20152016 generated $177.0$185.4 million of cash, mainly due to net income. Cash used in investing activities was $818.0 million,$1.0 billion, due to net increases in loans and investment securities partially offset by a decrease in short-term investments.securities. Net cash provided by financing activities was $636.5$832.6 million due mainly to increases in deposits, short-term borrowings and additions to long-term debt, partially offset by repayments of long-term debt, common stock, cash dividends and purchases of treasury stock.deposits.





64



The following table presents the expected maturities of available for sale investment securities, at estimated fair value, as of December 31, 20152016 and the weighted average yields of such securities (calculated based on historical cost):
MaturingMaturing
Within One Year After One But
Within Five Years
 After Five But
Within Ten Years
 After Ten YearsWithin One Year After One But
Within Five Years
 After Five But
Within Ten Years
 After Ten Years
Amount Yield Amount Yield Amount Yield Amount YieldAmount Yield Amount Yield Amount Yield Amount Yield
(dollars in thousands)(dollars in thousands)
U.S. Government sponsored agency securities$
 % $25,004
 1.83% $55
 2.91% $77
 3.16%$3
 1.43% $12
 1.56% $119
 3.30% $
 %
State and municipal (1)65,925
 4.02
 28,796
 5.97
 115,782
 5.21
 52,262
 5.58
30,122
 3.26
 14,638
 5.36
 68,997
 4.96
 277,884
 4.67
ARCs (2)
 
 
 
 
 
 98,059
 1.84

 
 
 
 
 
 97,256
 2.09
Corporate debt securities10,020
 3.00
 34,077
 4.30
 11,266
 4.23
 41,592
 2.54
24,902
 4.66
 14,692
 3.76
 27,817
 4.87
 41,998
 2.88
Total$75,945
 3.89% $87,877
 4.12% $127,103
 5.12% $191,990
 2.92%$55,027
 3.89% $29,342
 4.57% $96,933
 4.93% $417,138
 3.87%
Collateralized mortgage obligations (3)$821,509
 1.86%            $593,860
 1.73%            
Mortgage-backed securities (3)$1,158,835
 2.34%            $1,342,401
 2.16%            
 
(1)Weighted average yields on tax-exempt securities have been computed on a fully taxable-equivalent basis assuming a federal tax rate of 35% and statutory interest expense disallowances.
(2)Maturities of ARCs are based on contractual maturities.
(3)Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans. For the purpose of this table, all balances and weighted average rates are shown in one period. As of December 31, 2015,2016, the weighted average remaining lives of collateralized mortgage obligations and mortgage-backed securities were four and five years, respectively.
The Corporation’s investment portfolio consists mainly of mortgage-backed securities and collateralized mortgage obligations which have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. As rates increase, cash flows generally decrease as prepayments on the underlying mortgage loans decrease. As rates decrease, cash flows generally increase as prepayments increase.

The following table presents the approximate contractual maturity of fixed rate loans and loan types subject to changes in interest rates as of December 31, 2015:2016:
One Year
or Less
 One
Through
Five Years
 More Than
Five Years
 TotalOne Year
or Less
 One
Through
Five Years
 More Than
Five Years
 Total
(in thousands)(in thousands)
Commercial, financial and agricultural:              
Adjustable and floating rate$1,041,125
 $1,831,443
 $430,556
 $3,303,124
$1,034,885
 $1,840,388
 $422,255
 $3,297,528
Fixed rate233,720
 319,520
 232,598
 785,838
196,434
 288,226
 305,298
 789,958
Total$1,274,845
 $2,150,963
 $663,154
 $4,088,962
$1,231,319
 $2,128,614
 $727,553
 $4,087,486
Real estate – mortgage (1):              
Adjustable and floating rate$1,219,602
 $3,260,916
 $2,146,990
 $6,627,508
$1,315,042
 $3,556,723
 $2,384,856
 $7,256,621
Fixed rate451,306
 1,012,855
 431,260
 1,895,421
498,748
 1,024,986
 465,336
 1,989,070
Total$1,670,908
 $4,273,771
 $2,578,250
 $8,522,929
$1,813,790
 $4,581,709
 $2,850,192
 $9,245,691
Real estate – construction:              
Adjustable and floating rate$183,699
 $281,647
 $235,787
 $701,133
$178,197
 $287,264
 $286,964
 $752,425
Fixed rate64,766
 14,800
 19,289
 98,855
62,445
 12,130
 16,649
 91,224
Total$248,465
 $296,447
 $255,076
 $799,988
$240,642
 $299,394
 $303,613
 $843,649
(1) Includes commercial mortgages, residential mortgages and home equity loan.

65





Contractual maturities of time deposits as of December 31, 20152016 were as follows (in thousands):
Year  
2016$1,342,716
2017508,171
$1,333,954
2018239,480
376,599
2019527,480
665,027
2020163,559
182,473
2021105,934
Thereafter83,544
89,255
$2,864,950
$2,753,242

Contractual maturities of time deposits of $100,000 or more outstanding, included in the table above, as of December 31, 20152016 were as follows (in thousands):
Three months or less$162,192
$170,315
Over three through six months141,961
167,736
Over six through twelve months231,417
229,538
Over twelve months649,845
611,907
Total$1,185,415
$1,179,496

Equity Market Price Risk
Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Corporation. As of December 31, 2015,2016, the Corporation’s equity investments consisted of $20.6$23.5 million of common stocks of publicly traded financial institutions and $914,000$1.0 million of other equity investments.
The equity investments most susceptible to market price risk are the financial institutions stocks, which had a cost basis of $13.9$11.5 million and a fair value of $20.6$23.5 million as of December 31, 2015,2016, including an investment in a single financial institution with a cost basis of $7.4$5.8 million and a fair value of $10.2$11.9 million. The fair value of this investment accounted for 49.5%50.5% of the fair value of the common stocks of publicly traded financial institutions. No other investment within the financial institutions stock portfolio exceeded 10% of the portfolio's fair value. In total, net unrealized gains in this portfolio were approximately $6.8$12.3 million as of December 31, 2015.
2016. Management continuously monitors the fair value of its equity investments and evaluates current market conditions and operating results of the issuers. Periodic sale and purchase decisions are made based on this monitoring process. None of the Corporation’s equity securities are classified as trading.
In addition to its equity portfolio, investment management and trust services income may be impacted by fluctuations in the equity markets. A portion of this revenue is based on the value of the underlying investment portfolios, many of which include equity investments. If the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets in general or otherwise, the Corporation’s revenue would be negatively impacted. Total assets under management were $6.2 billion at December 31, 2016. In addition, the Corporation’s ability to sell its brokerage services in the future will be dependent, in part, upon consumers’ level of confidence in financial markets.
Debt Security Market Price Risk
Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation’s debt security investments consist primarily of U.S. government sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, U.S. government debt securities, auction rate securities and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government sponsored agencies.
State and Municipal Securities
As of December 31, 2015,2016, the Corporation owned $262.8 million ofstate and municipal securities issued by various municipalities.states and municipalities with a total fair value of $391.6 million. Ongoing uncertainty with respect to the financial strength of state and municipal bond insurers places much greater emphasis on the underlying strength of issuers. Continued pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on

66



the underlying creditworthiness of the issuing state or municipality and then,


to a lesser extent, on any underlying credit enhancement. MunicipalState and 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 December 31, 2015,2016, approximately 96%98% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 75%59% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.
Auction Rate Securities
As of December 31, 2015,2016, the Corporation’s investments in student loan auction rate securities, also known as auction rate certificates (ARCs)("ARCs"), had a cost basis of $106.8$107.2 million and a fair value of $98.1$97.3 million.
ARCs are long-term securities that were structured to allow their sale in periodic auctions, resulting in both the treatment of ARCs as short-term instruments in normal market conditions and fair values that could be derived based on periodic auction prices. However, beginning in 2008, market auctions for these securities began to fail due to an insufficient number of buyers, resulting in an illiquid market. Therefore, asAs of December 31, 2015,2016, the fair values of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values which were materially different from those that would be expected from settlement of these investments in the current market. The expected cash flows model produced fair values which assumed a return to market liquidity sometime 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 December 31, 2015,2016, all of the ARCs were rated above investment grade, with approximately $5.6$5.5 million, or 6%, "AAA" rated and $92.5$91.8 million, or 94%, "AA" rated. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. At December 31, 2015,2016, all of the Corporation's ARCs were current and making scheduled interest payments.

Corporate Debt Securities

The Corporation holds corporate debt securities in the form of pooled trust preferred securities, single-issuer trust preferred securities and subordinated debt issued by financial institutions. As of December 31, 2015,2016, these securities had an amortized cost of $100.3$112.0 million and an estimated fair value of $97.0$109.4 million.

The amortized cost of pooled trust preferred securities is the purchase price of the securities, net of cumulative credit related other-than-temporary impairment charges, determined using an expected cash flow model. The most significant input to the expected cash flows model is the expected payment deferral rate for each pooled trust preferred security. The Corporation evaluates the financial metrics, such as capital ratios and non-performing asset ratios, of the individual financial institution issuers that comprise each pooled trust preferred security to estimate its expected deferral rate.

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

See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary DataData" for further discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 18 - Fair Value Measurements," in the Notes to Consolidated Financial Statements in Item 8. Financial"Financial Statements and Supplementary DataData" for further discussion related to the fair values of debt securities.



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Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS
 (dollars in thousands, except per-share data)
December 31,December 31,
2015 20142016 2015
Assets      
Cash and due from banks$101,120
 $105,702
$118,763
 $101,120
Interest-bearing deposits with other banks230,300
 358,130
233,763
 230,300
Federal Reserve Bank and Federal Home Loan Bank stock62,216
 64,953
57,489
 62,216
Loans held for sale16,886
 17,522
28,697
 16,886
Available for sale investment securities2,484,773
 2,323,371
2,559,227
 2,484,773
Loans, net of unearned income13,838,602
 13,111,716
14,699,272
 13,838,602
Allowance for loan losses(169,054) (184,144)(168,679) (169,054)
Net Loans13,669,548
 12,927,572
14,530,593
 13,669,548
Premises and equipment225,535
 226,027
217,806
 225,535
Accrued interest receivable42,767
 41,818
46,294
 42,767
Goodwill and intangible assets531,556
 531,803
531,556
 531,556
Other assets550,017
 527,869
620,059
 550,017
Total Assets$17,914,718
 $17,124,767
$18,944,247
 $17,914,718
Liabilities      
Deposits:      
Noninterest-bearing$3,948,114
 $3,640,623
$4,376,137
 $3,948,114
Interest-bearing10,184,203
 9,726,883
10,636,727
 10,184,203
Total Deposits14,132,317
 13,367,506
15,012,864
 14,132,317
Short-term borrowings:      
Federal funds purchased197,235
 6,219
278,570
 197,235
Other short-term borrowings300,428
 323,500
262,747
 300,428
Total Short-Term Borrowings497,663
 329,719
541,317
 497,663
Accrued interest payable10,724
 18,045
9,632
 10,724
Other liabilities282,578
 273,419
329,916
 282,578
Federal Home Loan Bank advances and long-term debt949,542
 1,139,413
929,403
 949,542
Total Liabilities15,872,824
 15,128,102
16,823,132
 15,872,824
Shareholders’ Equity      
Common stock, $2.50 par value, 600 million shares authorized, 218.9 million shares issued in 2015 and 218.2 million shares issued in 2014547,141
 545,555
Common stock, $2.50 par value, 600 million shares authorized, 219.9 million shares issued in 2016 and 218.9 million shares issued in 2015549,707
 547,141
Additional paid-in capital1,450,690
 1,420,523
1,467,602
 1,450,690
Retained earnings641,588
 558,810
732,099
 641,588
Accumulated other comprehensive loss(22,017) (17,722)(38,449) (22,017)
Treasury stock, 44.7 million shares in 2015 and 39.3 million shares in 2014(575,508) (510,501)
Treasury stock, 45.8 million shares in 2016 and 44.7 million shares in 2015(589,844) (575,508)
Total Shareholders’ Equity2,041,894
 1,996,665
2,121,115
 2,041,894
Total Liabilities and Shareholders’ Equity$17,914,718
 $17,124,767
$18,944,247
 $17,914,718
      
See Notes to Consolidated Financial Statements      

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CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share data)
2015 2014 20132016 2015 2014
Interest Income          
Loans, including fees$524,060
 $530,308
 $540,667
$543,385
 $524,060
 $530,308
Investment securities:          
Taxable45,279
 50,651
 54,321
44,975
 45,279
 50,651
Tax-exempt7,879
 8,977
 9,475
9,662
 7,879
 8,977
Dividends985
 1,338
 1,411
571
 985
 1,338
Loans held for sale801
 786
 1,551
728
 801
 786
Other interest income4,785
 4,018
 2,264
3,779
 4,785
 4,018
Total Interest Income583,789
 596,078
 609,689
603,100
 583,789
 596,078
Interest Expense          
Deposits40,482
 35,110
 36,770
44,693
 40,482
 35,110
Short-term borrowings372
 1,608
 2,420
855
 372
 1,608
Long-term debt42,941
 44,493
 43,305
36,780
 42,941
 44,493
Total Interest Expense83,795
 81,211
 82,495
82,328
 83,795
 81,211
Net Interest Income499,994
 514,867
 527,194
520,772
 499,994
 514,867
Provision for credit losses2,250
 12,500
 40,500
13,182
 2,250
 12,500
Net Interest Income After Provision for Credit Losses497,744
 502,367
 486,694
507,590
 497,744
 502,367
Non-Interest Income          
Service charges on deposit accounts50,097
 49,293
 55,470
51,346
 50,097
 49,293
Other service charges and fees51,473
 43,992
 39,896
Investment management and trust services44,056
 44,605
 41,706
45,270
 44,056
 44,605
Other service charges and fees43,992
 39,896
 36,957
Mortgage banking income18,208
 17,107
 30,656
19,415
 18,208
 17,107
Other16,420
 14,437
 14,871
20,124
 16,420
 14,437
Investment securities gains (losses):          
Net gains on sales of investment securities9,066
 2,071
 8,128
2,550
 9,066
 2,071
Net other-than-temporary impairment losses
 (30) (124)
 
 (30)
Investment securities gains, net9,066
 2,041
 8,004
2,550
 9,066
 2,041
Total Non-Interest Income181,839
 167,379
 187,664
190,178
 181,839
 167,379
Non-Interest Expense          
Salaries and employee benefits260,832
 251,021
 253,240
283,353
 260,832
 251,021
Net occupancy expense47,777
 48,130
 46,944
47,611
 47,777
 48,130
Other outside services27,785
 28,404
 18,856
23,883
 27,785
 28,404
Data processing19,894
 17,162
 16,555
20,016
 19,894
 17,162
Software14,746
 12,758
 11,560
16,903
 14,746
 12,758
Equipment expense14,514
 13,567
 15,419
12,788
 14,514
 13,567
FDIC insurance expense11,470
 10,958
 11,605
Professional fees11,244
 12,097
 13,150
11,004
 11,244
 12,097
Supplies and postage10,202
 9,795
 10,210
10,292
 10,202
 9,795
FDIC insurance expense9,767
 11,470
 10,958
Marketing7,324
 8,133
 7,705
7,044
 7,324
 8,133
Telecommunications6,350
 6,870
 7,362
5,702
 6,350
 6,870
Operating risk loss2,815
 3,624
 4,271
Other real estate owned and repossession expense1,926
 3,630
 3,270
Loss on redemption of trust preferred securities5,626
 
 

 5,626
 
Other real estate owned and repossession expense3,630
 3,270
 7,364
Operating risk loss3,624
 4,271
 9,290
Intangible amortization247
 1,259
 2,438

 247
 1,259
Other34,895
 31,551
 29,735
36,415
 34,895
 31,551
Total Non-Interest Expense480,160
 459,246
 461,433
489,519
 480,160
 459,246
Income Before Income Taxes199,423
 210,500
 212,925
208,249
 199,423
 210,500
Income taxes49,921
 52,606
 51,085
46,624
 49,921
 52,606
Net Income$149,502
 $157,894
 $161,840
$161,625
 $149,502
 $157,894
          
Per Share:          
Net Income (Basic)$0.85
 $0.85
 $0.84
$0.93
 $0.85
 $0.85
Net Income (Diluted)0.85
 0.84
 0.83
0.93
 0.85
 0.84
Cash Dividends0.38
 0.34
 0.32
0.41
 0.38
 0.34
          
See Notes to Consolidated Financial Statements          

69




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 2015 2014 2013 2016 2015 2014
Net Income $149,502
 $157,894
 $161,840
 $161,625
 $149,502
 $157,894
Other Comprehensive (Loss) Income, net of tax:            
Unrealized (losses) gains on available for sale investment securities:            
Unrealized (loss) gain on securities (7,717) 33,734
 (49,607) (14,891) (7,717) 33,734
Reclassification adjustment for securities gains included in net income (5,892) (1,327) (5,203) (1,657) (5,892) (1,327)
Non-credit related unrealized gain on other-than-temporarily impaired debt securities 239
 780
 1,977
Non-credit related unrealized (loss) gain on other-than-temporarily impaired debt securities (185) 239
 780
Net unrealized (losses) gains on available for sale investment securities (13,370) 33,187
 (52,833) (16,733) (13,370) 33,187
Unrealized gains on derivative financial instruments:            
Unrealized gain on derivative financial instruments 75
 136
 136
Amortization of unrealized loss on derivative financial instruments 16
 75
 136
Reclassification adjustment for loss on derivative financial instruments included in net income 2,456
 
 
 
 2,456
 
Net unrealized gains on derivative financial instruments 2,531
 136
 136
 16
 2,531
 136
Defined benefit pension plan and postretirement benefits:            
Unrecognized pension and postretirement income (cost) 4,680
 (13,168) 8,369
Unrecognized pension and postretirement (cost) income (931) 4,680
 (13,168)
Amortization of net unrecognized pension and postretirement income 1,864
 408
 1,312
 1,216
 1,864
 408
Reclassification adjustment for post-retirement plan curtailment gain included in net income 
 (944) 
 
 
 (944)
Net unrealized gains (losses) on pension and postretirement plans 6,544
 (13,704) 9,681
 285
 6,544
 (13,704)
Other Comprehensive (Loss) Income (4,295) 19,619
 (43,016) (16,432) (4,295) 19,619
Total Comprehensive Income $145,207
 $177,513
 $118,824
 $145,193
 $145,207
 $177,513
            
See Notes to Consolidated Financial Statements

70




CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share data)
Common Stock Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Income (Loss)
    Common Stock Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Income (Loss)
    
Shares
Outstanding
 Amount Retained
Earnings
 Treasury
Stock
 TotalShares
Outstanding
 Amount Retained
Earnings
 Treasury
Stock
 Total
  
Balance at December 31, 2012199,225
 $542,093
 $1,426,267
 $363,937
 $5,675
 $(256,316) $2,081,656
Net income      161,840
     161,840
Other comprehensive loss        (43,016)   (43,016)
Stock issued, including related tax benefits1,427
 2,475
 1,377
     6,386
 10,238
Stock-based compensation awards    5,330
       5,330
Acquisition of treasury stock(8,000)         (90,927) (90,927)
Common stock cash dividends - $0.32 per share      (61,934)     (61,934)
Balance at December 31, 2013192,652
 $544,568
 $1,432,974
 $463,843
 $(37,341) $(340,857) $2,063,187
192,652
 $544,568
 $1,432,974
 $463,843
 $(37,341) $(340,857) $2,063,187
Net income      157,894
     157,894
      157,894
     157,894
Other comprehensive income        19,619
   19,619
        19,619
   19,619
Stock issued, including related tax benefits781
 987
 1,684
     5,611
 8,282
781
 987
 1,684
     5,611
 8,282
Stock-based compensation awards    5,865
       5,865
    5,865
       5,865
Acquisition of treasury stock(14,509)   

     (175,255) (175,255)(14,509)         (175,255) (175,255)
Deferred accelerated stock repurchase    (20,000)       (20,000)    (20,000)       (20,000)
Common stock cash dividends - $0.34 per share      (62,927)     (62,927)      (62,927)     (62,927)
Balance at December 31, 2014178,924
 $545,555
 $1,420,523
 $558,810
 $(17,722) $(510,501) $1,996,665
178,924
 $545,555
 $1,420,523
 $558,810
 $(17,722) $(510,501) $1,996,665
Net income      149,502
     149,502
      149,502
     149,502
Other comprehensive loss        (4,295)   (4,295)        (4,295)   (4,295)
Stock issued, including related tax benefits1,018
 1,586
 4,229
     4,993
 10,808
1,018
 1,586
 4,229
     4,993
 10,808
Stock-based compensation awards    5,938
       5,938
    5,938
       5,938
Acquisition of treasury stock(3,976)         (50,000) (50,000)(3,976)   

     (50,000) (50,000)
Settlement of accelerated stock repurchase agreement(1,790)   20,000
     (20,000) 
(1,790)   20,000
     (20,000) 
Common stock cash dividends - $0.38 per share      (66,724)     (66,724)      (66,724)     (66,724)
Balance at December 31, 2015174,176
 $547,141
 $1,450,690
 $641,588
 $(22,017) $(575,508) $2,041,894
174,176
 $547,141
 $1,450,690
 $641,588
 $(22,017) $(575,508) $2,041,894
Net income      161,625
     161,625
Other comprehensive loss        (16,432)   (16,432)
Stock issued, including related tax benefits1,350
 2,566
 10,356
     4,209
 17,131
Stock-based compensation awards    6,556
       6,556
Acquisition of treasury stock(1,486)         (18,545) (18,545)
Common stock cash dividends - $0.41 per share      (71,114)     (71,114)
Balance at December 31, 2016174,040
 $549,707
 $1,467,602
 $732,099
 $(38,449) $(589,844) $2,121,115
                          
See Notes to Consolidated Financial Statements
 


71




CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2015 2014 20132016 2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net Income$149,502
 $157,894
 $161,840
$161,625
 $149,502
 $157,894
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for credit losses2,250
 12,500
 40,500
13,182
 2,250
 12,500
Depreciation and amortization of premises and equipment27,605
 24,555
 25,911
27,403
 27,605
 24,555
Net amortization of investment security premiums7,330
 5,120
 10,002
10,430
 7,330
 5,120
Deferred income tax expense13,424
 18,523
 11,825
11,054
 13,424
 18,523
Investment securities gains, net(9,066) (2,041) (8,004)(2,550) (9,066) (2,041)
Gains on sales of mortgage loans(13,264) (10,063) (24,609)(15,685) (13,264) (10,063)
Proceeds from sales of mortgage loans held for sale757,850
 654,654
 1,424,896
709,316
 757,850
 654,654
Originations of mortgage loans held for sale(743,950) (640,762) (1,353,739)(705,442) (743,950) (640,762)
Amortization of intangible assets247
 1,259
 2,438

 247
 1,259
Amortization of issuance costs and discount of long-term debt617
 582
 337
Stock-based compensation5,938
 5,865
 5,330
6,556
 5,938
 5,865
Excess tax benefits from stock-based compensation(201) (81) (302)(964) (201) (81)
(Increase) decrease in accrued interest receivable(949) 2,219
 1,749
(3,527) (949) 2,219
Loss on redemption of trust preferred securities5,626
 
 

 5,626
 
Increase (decrease) in other assets(9,931) (8,803) 37,236
Increase in other assets(29,940) (22,987) (23,619)
(Decrease) increase in accrued interest payable(7,321) 2,827
 (4,112)(1,092) (7,321) 2,827
Decrease in other liabilities(8,128) (13,294) (29,344)
Increase in other liabilities4,427
 4,928
 1,522
Total adjustments27,460
 52,478
 139,777
23,785
 28,042
 52,815
Net cash provided by operating activities176,962
 210,372
 301,617
185,410
 177,544
 210,709
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from sales of securities available for sale66,480
 32,227
 267,126
115,844
 66,480
 32,227
Proceeds from maturities and paydowns of securities available for sale439,533
 417,559
 637,851
558,854
 439,533
 417,559
Purchase of securities available for sale(683,839) (164,769) (776,352)(782,765) (683,839) (164,769)
Decrease (increase) in short-term investments130,567
 (174,922) (3,202)1,264
 130,567
 (174,922)
Net increase in loans(743,655) (360,982) (699,961)(873,939) (743,655) (360,982)
Net purchases of premises and equipment(27,113) (24,561) (24,209)(19,674) (27,113) (24,561)
Net cash used in investing activities(818,027) (275,448) (598,747)(1,000,416) (818,027) (275,448)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net increase in demand and savings deposits971,312
 722,791
 472,439
992,253
 971,312
 722,791
Net (decrease) increase in time deposits(206,501) 153,529
 (465,416)(111,706) (206,501) 153,529
Increase (decrease) in short-term borrowings167,944
 (928,910) 390,230
43,654
 167,944
 (928,910)
Additions to long-term debt347,778
 262,113
 
215,884
 347,778
 262,113
Repayments of long-term debt(539,497) (6,284) (10,669)(236,640) (540,079) (6,621)
Net proceeds from issuance of common stock10,607
 8,201
 9,936
16,167
 10,607
 8,201
Excess tax benefits from stock-based compensation201
 81
 302
964
 201
 81
Dividends paid(65,361) (64,028) (46,525)(69,382) (65,361) (64,028)
Acquisition of treasury stock(50,000) (175,255) (90,927)(18,545) (50,000) (175,255)
Deferred accelerated stock repurchase payment
 (20,000) 

 
 (20,000)
Net cash provided by (used in) financing activities636,483
 (47,762) 259,370
832,649
 635,901
 (48,099)
Net Decrease in Cash and Due From Banks(4,582) (112,838) (37,760)
Net Increase (decrease) in Cash and Due From Banks17,643
 (4,582) (112,838)
Cash and Due From Banks at Beginning of Year105,702
 218,540
 256,300
101,120
 105,702
 218,540
Cash and Due From Banks at End of Year$101,120
 $105,702
 $218,540
$118,763
 $101,120
 $105,702
Supplemental Disclosures of Cash Flow Information          
Cash paid during period for:          
Interest$91,116
 $78,384
 $86,607
$83,420
 $91,116
 $78,384
Income taxes13,378
 16,778
 32,605
16,193
 13,378
 16,778
          
See Notes to Consolidated Financial Statements          

72




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
Business: Fulton Financial Corporation (Parent Company)("Parent Company") is a multi-bank financial holding company which provides a full range of banking and financial services to businesses and consumers through its six wholly owned banking subsidiaries: Fulton Bank, N.A., Fulton Bank of New Jersey, The Columbia Bank, Lafayette Ambassador Bank, FNB Bank, N.A. and Swineford National Bank. In addition, the Parent Company owns the following non-bank subsidiaries: Fulton Financial Realty Company, Central Pennsylvania Financial Corp., FFC Management, Inc., FFC Penn Square, Inc. and Fulton Insurance Services Group, Inc. Collectively, the Parent Company and its subsidiaries are referred to as the Corporation.
The Corporation’s primary sources of revenue are interest income on loans and investment securities and fee income on its products and services. Its expenses consist of interest expense on deposits and borrowed funds, provision for credit losses, other operating expenses and income taxes. The Corporation’s primary competition is other financial services providers operating in its region. Competitors also include financial services providers located outside the Corporation’s geographicalgeographic market as a result of the growth in electronic delivery systems. The Corporation is subject to the regulations of certain Federalfederal and state agencies and undergoes periodic examinations by such regulatory authorities.
The Corporation offers, through its banking subsidiaries, a full range of retail and commercial banking services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. Industry diversity is the key to the economic well-being of these markets, and the Corporation is not dependent upon any single customer or industry.
Basis of Financial Statement Presentation: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP)("U.S. GAAP") and include the accounts of the Parent Company and all wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amount of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The Corporation evaluates subsequent events through the date of the filing of this report with the Securities and Exchange Commission (SEC)("SEC").

Federal Reserve Bank and Federal Home Loan Bank Stock: Certain of the Corporation's wholly owned banking subsidiaries are members of the Federal Reserve Bank and Federal Home Loan Bank and are required by federal law to hold stock in these institutions according to predetermined formulas. These restricted investments are carried at cost on the consolidated balance sheets and are periodically evaluated for impairment. Each of the Corporation’s subsidiary banks is a member of the Federal Home Loan Bank for the region encompassing the headquarters of the subsidiary bank. Memberships are maintained with the Atlanta, New York and Pittsburgh regional Federal Home Loan Banks (collectively referred to as the FHLB)"FHLB").

Investments: Debt securities are classified as held to maturity at the time of purchase when the Corporation has both the intent and ability to hold these investments until they mature. Such debt securities are carried at cost, adjusted for amortization of premiums and accretion of discounts using the effective yield method. The Corporation does not engage in trading activities, however, since the investment portfolio serves as a source of liquidity, all debt securities and marketable equity securities are classified as available for sale. Securities available for sale are carried at estimated fair value with the related unrealized holding gains and losses reported in shareholders’ equity as a component of other comprehensive income, net of tax. Realized securities gains and losses are computed using the specific identification method and are recorded on a trade date basis.
Securities are evaluated periodically to determine whether declines in value are other-than-temporary. For its investments in equity securities, most notably its investments in stocks of financial institutions, the Corporation evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Equity securities with fair values less than cost are considered to be other-than-temporarily impaired if the Corporation does not have the ability and intent to hold the investments for a reasonable period of time that would be sufficient for a recovery of fair value.
Impaired debt securities are determined to be other-than-temporarily impaired if the Corporation concludes at the balance sheet date that it has the intent to sell, or believes it will more likely than not be required to sell, an impaired debt security before a recovery of its amortized cost basis. Credit losses on other-than-temporarily impaired debt securities are recorded through earnings, regardless of the intent or the requirement to sell. Credit loss is measured as the difference between the present value of an impaired debt security’s expected cash flows and its amortized cost. Non-credit related other-than-temporary impairment charges are recorded

73




as decreases to accumulated other comprehensive income as long as the Corporation has no intent or expected requirement to sell the impaired debt security before a recovery of its amortized cost basis.
Fair Value Option: The Corporation has elected to measure mortgage loans held for sale at fair value. Derivative financial instruments related to mortgage banking activities are also recorded at fair value, as detailed under the heading "Derivative Financial Instruments," below. The Corporation determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Changes in fair values during the period are recorded as components of mortgage banking income on the consolidated statements of income. Interest income earned on mortgage loans held for sale is classified in interest income on the consolidated statements of income.
Loans and Revenue Recognition: Loan and lease financing receivables are stated at their principal amount outstanding, except for mortgage loans held for sale, which are carried at fair value. Interest income on loans is accrued as earned. Unearned income on lease financing receivables is recognized on a basis which approximates the effective yield method.
In general, a loan is placed on non-accrual status once it becomes 90 days delinquent as to principal or interest. In certain cases a loan may be placed on non-accrual status prior to being 90 days delinquent if there is an indication that the borrower is having difficulty making payments, or the Corporation believes it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered secured and in the process of collection. The Corporation generally applies payments received on non-accruing loans to principal until such time as the principal is paid off, after which time any payments received are recognized as interest income. If the Corporation believes that all amounts outstanding on a non-accrual loan will ultimately be collected, payments received subsequent to its classification as a non-accrual loan are allocated between interest income and principal.

A loan that is 90 days delinquent may continue to accrue interest if the loan is both adequately secured and is in the process of collection. Past due status is determined based on contractual due dates for loan payments. An adequately secured loan is one that has collateral with a supported fair value that is sufficient to discharge the debt, and/or has an enforceable guarantee from a financially responsible party. A loan is considered to be in the process of collection if collection is proceeding through legal action or through other activities that are reasonably expected to result in repayment of the debt or restoration to current status in the near future.
Loans and lease financing receivables deemed to be a loss are written off through a charge against the allowance for loan losses. Closed-end consumer loans are generally charged off when they become 120 days past due (180 days for open-end consumer loans) if they are not adequately secured by real estate. All other loans are evaluated for possible charge-off when it is probable that the balance will not be collected, based on the ability of the borrower to pay and the value of the underlying collateral. Principal recoveries of loans previously charged off are recorded as increases to the allowance for loan losses.
Loan Origination Fees and Costs: Loan origination fees and the related direct origination costs are deferred and amortized over the life of the loan as an adjustment to interest income generally using the effective yield method. For mortgage loans sold, net loan origination fees and costs are included in the gain or loss on sale of the related loan.
Troubled Debt Restructurings (TDRs)("TDRs"): Loans whose terms are modified are classified as TDRs if the Corporation grants the borrowers concessions and it is determined that those borrowers are experiencing financial difficulty. Concessions, whether negotiated or imposed by bankruptcy, granted under a TDR typically involve a temporary deferral of scheduled loan payments, an extension of a loan’s stated maturity date or a reduction in the interest rate. Non-accrual TDRs can be restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.
Allowance for Credit Losses: The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheets. The allowance for credit losses is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. Management believes that the allowance for loan losses and the reserve for unfunded lending commitments are adequate as of the balance sheet date; however, future changes to the allowance or reserve may be necessary based on changes in any of the factors discussed in the following paragraphs.
Maintaining an adequate allowance for credit losses is dependent upon various factors, including the ability to identify potential problem loans in a timely manner. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality

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indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in the loan.

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 an undue and unwarranted 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 Corporation does not assign internal risk ratings for smaller balance, homogeneous loans, such as: home equity, residential mortgage, consumer, lease receivables and construction loans to individuals secured by residential real estate. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the various delinquency status categories is a significant component of the allowance for credit loss methodology for these loans, which bases the probability of default on this migration.
The Corporation’s allowance for loan losses includes: 1) specific allowances allocated to loans evaluated for impairment under the Financial Accounting Standards Board's Accounting Standards Codification (FASB ASC)("FASB ASC") Section 310-10-35; and 2) allowances calculated for pools of loans measured for impairment under FASB ASC Subtopic 450-20.
A loan is considered to be impaired if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. Impaired loans consist of all loans on non-accrual status and accruing TDRs. An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Impaired loans to borrowers with total outstanding commitments greater than or equal to $1.0 million are evaluated individually for impairment. Impaired loans to borrowers with total outstanding commitments less than $1.0 million are pooled and measured for impairment collectively.
All loans evaluated for impairment under FASB ASC Section 310-10-35 are measured for losses on a quarterly basis. As of December 31, 20152016 and 20142015, substantially all of the Corporation’s impaired loans to borrowers with total outstanding loan balances greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real property.
For loans secured by real estate, estimated fair values are determined primarily through appraisals performed by state certified third-party appraisers, discounted to arrive at expected net sale proceeds. For collateral dependent loans, estimated real estate fair values are also net of estimated selling costs. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated appraisal of the real estate is necessary. This decision is based on various considerations, including: the age of the most recent appraisal; the loan-to-value ratio based on the original appraisal; the condition of the property; the Corporation’s experience and knowledge of the real estate market; the purpose of the loan; market factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others. The Corporation generally obtains updated state certified third-party appraisals for impaired loans secured predominantly by real estate every 12 months.

As of December 31, 20152016 and 20142015, approximately 69%62% and 81%69%, respectively, of impaired loans with principal balances greater than or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using state certified third-party appraisals that had been updated within the preceding 12 months.
When updated appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted appropriately 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%.

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For impaired loans with principal balances greater than or equal to $1.0 million secured by non-real estate collateral, such as accounts receivable or inventory, estimated fair values are determined based on borrower financial statements, inventory listings, accounts receivable agings or borrowing base certificates. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. Liquidation or collection discounts are applied to these assets based upon existing loan evaluation policies.
All loans not evaluated for impairment under FASB ASC Section 310-10-35 are evaluated for impairment under FASB ASC Subtopic 450-20, using a pooled loss evaluation approach. In general, these loans include residential mortgages, home equity loans, consumer loans, and lease receivables. Accruing commercial loans, commercial mortgages and construction loans are also evaluated for impairment under FASB ASC Subtopic 450-20.
The Corporation segments its loan portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, net of unearned income," within Note 4, "Loans and Allowance for Credit Losses." 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. For commercial loans, class segments include loans secured by collateral and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments are based on collateral types and include direct consumer installment loans and indirect automobile loans.

The Corporation calculates allowance allocation needs for loans measured under FASB ASC Subtopic 450-20 through the following procedures:

The loans are segmented into pools with similar characteristics, as noted above. Commercial loans, commercial mortgages and construction loans to commercial borrowers are further segmented into separate pools based on internally assigned risk ratings. Residential mortgages, home equity loans, consumer loans, and lease receivables are further segmented into separate pools based on delinquency status.

A loss rate is calculated for each pool through a migration analysis of historical losses as loans migrate through the various risk rating or delinquency categories. Estimated loss rates are based on a probability of default and a loss rate forecast.

The loss rate is adjusted to consider qualitative factors, such as economic conditions and trends.

The resulting adjusted loss rate is applied to the balance of the loans in the pool to arrive at the allowance allocation for the pool.
The allocation of the allowance for credit losses is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Corporation considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type. An unallocated allowance is maintained for factors and conditions that exist at the balance sheet date, but are not specifically identifiable, and to recognize the inherent imprecision in estimating and measuring loss exposure.
Premises and Equipment: Premises and equipment are stated at cost, less accumulated depreciation and amortization. The provision for depreciation and amortization is generally computed using the straight-line method over the estimated useful lives of the related assets, which are a maximum of 50 years for buildings and improvements, 8 years for furniture and 5 years for equipment. Leasehold improvements are amortized over the shorter of the useful life or the non-cancelable lease term. Interest costs incurred during the construction of major bank premises are capitalized.
Other Real Estate Owned (OREO)("OREO"): Assets acquired in settlement of mortgage loan indebtedness are recorded as OREO and are included in other assets on the consolidated balance sheets, initially at the lower of the estimated fair value of the asset, less estimated selling costs, or the carrying amount of the loan. Costs to maintain the assets and subsequent gains and losses on sales are included in OREO and repossession expense on the consolidated statements of income.
Mortgage Servicing Rights (MSRs)("MSRs"): The estimated fair value of MSRs related to residential mortgage loans sold and serviced by the Corporation is recorded as an asset upon the sale of such loans. 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 through a discounted cash flows valuation completed by a third-party valuation expert. Significant inputs to the valuation include expected net servicing income, the discount rate and the expected lives of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. To the extent the amortized cost of the

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MSRs exceeds their estimated fair value, a valuation allowance is established through a charge against servicing income, included


as a component of mortgage banking income on the consolidated statements of income. If subsequent valuations indicate that impairment no longer exists, the valuation allowance is reduced through an increase to servicing income.
Derivative Financial Instruments: The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. None of the Corporation's outstanding derivative contracts are designated as hedges and none are entered into for speculative purposes. Derivative instruments are carried at fair value, with changes in fair values recognized in earnings as components of non-interest income 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 derivative counterparties. The Corporation manages counterparty credit risk through its credit approval processes, monitoring procedures and obtaining adequate collateral, when the Corporation determines it is appropriate to do so and in accordance with counterparty contracts.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain 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, with changes in fair values during the period 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 thatand the gross fair values are recorded at their fair value in other assets and other liabilities on the consolidated balance sheets. Changessheets, with changes in fair value during the period are recorded in other non-interest expense on the consolidated statements of income.

Foreign Exchange Contracts

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

Balance Sheet Offsetting: Although certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets as 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. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default.

The Corporation is also a party to foreign currency exchange contracts with financial institution counterparties, under which the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. As with interest rate swap contracts, cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the foreign currency exchange contracts in the event of default. For additional details, see "Note 10 - Derivative Financial Instruments."


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

Income Taxes: The Corporation accounts for income taxes in accordance with FASB ASC Topic 740, "Income Taxes" (ASC("ASC Topic 740)740"). Under ASC Topic 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC Topic 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. We considerThe Corporation considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC Topic 740 in determining whether it is more-likely-than-not the net deferred tax assets will be realized. In the event the Corporation determines that the deferred income tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes.

ASC Topic 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The liability for unrecognized tax benefits is included in other liabilities within the consolidated balance sheets at December 31, 20152016 and 2014.2015.

Stock-Based Compensation: The Corporation grants equity awards to employees, consisting of stock options, restricted stock, restricted stock units (RSUs)("RSUs") and performance-based restricted stock units (PSUs)("PSUs") under its Amended and Restated Equity and Cash Incentive Compensation Plan (Employee("Employee Equity Plan)Plan"). In addition, employees may purchase stock under the Corporation’s Employee Stock Purchase Plan (ESPP)("ESPP").

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

Stock option fair values are estimated through the use of the Black-Scholes valuation methodology as of the date of grant. Stock options carry terms of up to ten years. The fair value of restricted stock, RSUs and a majority of PSUs are based on the trading price of the Corporation's stock on the date of grant. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

Equity awards issued under the Employee Equity Plan are generally granted annually and become fully vested over or after a three-year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan generally vest immediately upon grant. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards. Restricted stock, RSUs and PSUs earn dividends during the vesting period, which are forfeitable if the awards do not vest.

The fair value of stock options, restricted stock and RSUs granted to employees is recognized as compensation expense over the vesting period for such awards. Compensation expense for PSUs is also recognized over the vesting period, however, compensation expense for PSUs may vary based on the expectations for actual performance relative to defined performance measures.

Net Income Per Share: Basic net income per common 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, RSUs and PSUs.

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PSUs are required to be included in weighted average diluted 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 common shares outstanding used to calculate basic and diluted net income per share follows:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Weighted average common shares outstanding (basic)175,721
 186,219
 193,334
173,325
 175,721
 186,219
Impact of common stock equivalents1,053
 962
 1,020
1,093
 1,053
 962
Weighted average common shares outstanding (diluted)176,774
 187,181
 194,354
174,418
 176,774
 187,181

In 20152016, 20142015 and 20132014, 534,000, 1.7 million, and 2.8 million and 3.6 million stock options, respectively, were excluded from the diluted earnings per share computation as their effect would have been anti-dilutive.

Disclosures about Segments of an Enterprise and Related Information: The Corporation does not have any operating segments which require disclosure of additional information. While the Corporation owns six separate banks, each engages in similar activities, provides similar products and services, and operates in the same general geographicalgeographic area. The Corporation’s non-banking activities are immaterial and, therefore, separate information has not been disclosed.

Financial Guarantees: Financial guarantees, which consist primarily of standby and commercial letters of credit, are accounted for by recognizing a liability equal to the fair value of the guarantees and crediting the liability to income over the term of the guarantee. Fair value is estimated based on the fees currently charged to enter into similar agreements with similar terms.

Business Combinations and Intangible Assets: The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires that all assets acquired and liabilities assumed, including certain intangible assets that must be recognized, be recorded at their estimated fair values as of the acquisition date. Any purchase price exceeding the fair value of net assets acquired is recorded as goodwill.

Goodwill is not amortized to expense, but is tested for impairment at least annually. A quantitative annual impairment test is not required if, based on a qualitative analysis, the Corporation determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. Write-downs of the balance, if necessary as a result of the impairment test, are charged to expense in the period in which goodwill is determined to be impaired. The Corporation performs its annual test of goodwill impairment as of October 31st of each year. If certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur. Based on the results of its annual impairment test,tests, the Corporation concluded that there was no impairment in 2016, 2015, 2014 or 2013.2014. See "Note 6 - Goodwill and Intangible Assets," for additional details.

Intangible assets are amortized over their estimated lives. Some intangible assets have indefinite lives and are, therefore, not amortized. All intangible assets must be evaluated for impairment if certain events occur. Any impairment write-downs are recognized as non-interest expense on the consolidated statements of income.

Variable Interest Entities(VIEs)Entities ("VIEs"): FASB ASC Topic 810 provides guidance on when to consolidate certain VIEs in the financial statements of the Corporation. VIEs are entities in which equity investors do not have a controlling financial interest or do not have sufficient equity at risk for the entity to finance activities without additional financial support from other parties. VIEs are assessed for consolidation under ASC Topic 810 when the Corporation holds variable interests in these entities. The Corporation consolidates VIEs when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has the power to make decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

The Parent Company owns all of the common stock of three subsidiary trusts, which have issued securities (Trust Preferred Securities) in conjunction with the Parent Company issuing junior subordinated deferrable interest debentures to the trusts. The terms of the junior subordinated deferrable interest debentures are the same as the terms of the Trust Preferred Securities (TruPS)("TruPS"). The Parent Company’s obligations under the debentures constitute a full and unconditional guarantee by the Parent Company of the obligations of the trusts. The provisions of ASC Topic 810 related to subsidiary trusts, as interpreted by the SEC, disallow consolidation of subsidiary trusts in the financial statements of the Corporation. As a result, TruPS are not included on the Corporation’s consolidated balance sheets. The junior subordinated debentures issued by the Parent Company to the subsidiary


trusts, which have the same total balance and rate as the combined equity securities and TruPS issued by the subsidiary trusts, remain in long-term debt. See "Note 9 - Short-Term Borrowings and Long-Term Debt," for additional information.

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The Corporation has mademakes investments in certain community development projects that generate tax credit investmentscredits under various Federal programs, that promoteincluding affordable housing projects, New Markets Tax Credit projects and historic rehabilitation projects (collectively, "Tax Credit Investments"). These investments are made throughout the Corporation's market area as a means of supporting the communities it serves. The Corporation typically acts as a limited partner or member of a limited liability company in its affordable housing investments and does not exert control over the operating or financial policies of the partnership or limited liability company. In the case of its New Markets Tax Credit investments, the Corporation has 100% ownership in the investment in lowfund, although it does not exert control over the operating or financial policies of the partnership. Tax credits earned are subject to recapture by taxing authorities based upon compliance requirements to be met at the project level. As of December 31, 2016 and moderate income housing and local economic development.2015, the Corporation’s Tax Credit Investments, areincluded in other assets on the consolidated balance sheets and representing total committed equity investments, totaled $186.4 million and $175.0 million, respectively. As of December 31, 2016, the Corporation had future funding commitments, included in other liabilities on the consolidated balance sheets, of approximately $40.6 million.

Effective January 1, 2015, the Corporation accounts for its investments in Tax Credit Investments using the proportional amortization method. The proportional amortization method allows an entity to amortize the initial cost of its investment in proportion to the amount of tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income taxes. Prior to the adoption of the proportional amortization method, the Corporation amortized its investments under the effective yield method over the life of the Federal income tax credits generated as a result of such investments, generally seven to ten years. As of December 31, 2015 and 2014, the Corporation’s tax credit investments, included in other assets on the consolidated balance sheets, totaled $175.0 million and $155.6 million, respectively. As of December 31, 2015 and 2014, total additional equity commitments to tax credit investments, recognized in other liabilities on the consolidated balance sheets, were approximately $47.6 million, and $41.4 million, respectively.investment. The net income tax benefit associated with these investments, which consists of the amortization of the initial cost of the investments, net of tax benefits, and the income tax credits earned on the investments, and is recorded in the provision for income taxes on the consolidated statements of income, statements, was $10.4$14.6 million, $10.4 in 2016, and $10.4 million in both 2015 and $10.3 million2014.

Under the proportional amortization method, an investment must be tested for impairment when events or changes in 2015, 2014 and 2013, respectively.circumstances indicate that it is more likely than not that the carrying amount of the investment will not be realized. An impairment loss is measured as the amount by which the carrying amount of the investment exceeds its fair value. There were no impairment losses recognized for the Corporation’s tax credit investments in 2016, 2015 2014 or 2013. The Corporation’s tax credit2014. Because of its 100% ownership, the Corporation's New Markets Tax Credit investments were not consolidated based on FASB ASC Topic 810 as of December 31, 2015 or 2014.2016 and 2015. Investments in affordable housing projects were not consolidated based on management's assessment of the provisions of FASB ASC Topic 810.

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

The Corporation has categorized all assets and liabilities required to be measured at fair value on both a recurring and nonrecurring basis into the above three levels. See "Note 18 - Fair Value Measurements," for additional details.

Recently Adopted Accounting Standards: In AprilAugust 2014, the FASB issued ASC Update 2014-08, "Reporting Discontinued Operations and Disclosures2014-15, "Presentation of Disposals of Components of an Entity.Financial Statements - Going Concern." ASC Update 2014-08 changes the criteria for reporting discontinued operations, including2014-15 provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a changegoing concern and to provide related disclosures. The standards update describes how an entity's management should assess whether there are conditions and events, considered in the definition of what constitutesaggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the disposal of a component and additional disclosure requirements.date that the financial statements are issued. For public business entities, ASC Update 2014-082014-15 was effective for disposals that occur within annual reporting periods beginningending after December 15, 2014.2016, with earlier adoption permitted. For the Corporation, this standards update was effective with its March 31, 2015 quarterlythis 2016 annual report on Form 10-Q.10-K. The adoption of ASC Update 2014-082014-15 did not have a materialan impact on the Corporation'sCorporation’s consolidated financial statements.

In JuneNovember 2014, the FASB issued ASC Update 2014-11, "Repurchase-to-Maturity Transactions, Repurchase Financings,2014-16, "Derivatives and Disclosures." In additionHedging: Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to new disclosure requirements,Debt or to Equity." ASC Update 2014-11 requires that all repurchase-to-maturity transactions be accounted2014-16 was issued to reduce existing diversity in the accounting for hybrid financial instruments issued in the form of a share, such as secured borrowings rather than as sales of financial assets. Also, all transfers of financial assets executed contemporaneously with a repurchase agreement with the same counterparty must be accounted for separately, the result of which would be the treatment of such transactions as secured borrowings. For public business entities,redeemable convertible preferred stock. ASC Update 2014-112014-16 applies to all entities that are issuers of, or investors in, hybrid financial


instruments that are issued in the form of a share, and was effective for interim andpublic business entities’ annual reporting periods beginning after December 15, 2014. For the Corporation, this standards update was effective with its March 31, 2015 quarterly report on Form 10-Q. The adoption of ASC Update 2014-11 did not have a material impact on the Corporation’s consolidated financial statements.

In June 2014, the FASB issued ASC Update 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASC Update 2014-12 clarifies guidance related to accounting for share-based payment awards with terms that allow an employee to vest in the award regardless of whether the employee is rendering service on the date a performance target is achieved. ASC Update 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. For public business entities, ASC Update 2014-12 was effective for interim andperiods within those annual reporting periods, beginning after December 15, 2014, with earlier adoption permitted. For the Corporation, this standards update was effective with its March 31, 20152016 quarterly report on Form 10-Q. The adoption of ASC Update 2014-122014-16 did not have a materialan impact on the Corporation’s consolidated financial statements.

In August 2014,January 2015, the FASB issued ASC Update 2014-14, "Receivables2015-01, "Income Statement - Troubled Debt Restructuring by Creditors.Extraordinary and Unusual Items." ASC Update 2014-14 clarifies TDR guidance related2015-01 was issued to eliminate the classification and measurementconcept of certain government-sponsored loan guarantee programs upon foreclosure. For public business entities,extraordinary items from U.S. GAAP. net of tax, after income from continuing operations. ASC Update 2014-142015-01 amends existing extraordinary items disclosure guidance. Under the amended guidance, reporting entities will no longer separately disclose extraordinary items, net of tax, after income from continuing operations in the income statement.ASC Update 2015-01 was effective for interim and annual reporting periods beginning after December 15, 2014,2015, with earlier adoption permitted. Forpermitted provided that the guidance is applied from the beginning of the fiscal year of adoption.The Corporation adopted this standards update was effective with its March 31, 20152016 quarterly report on Form 10-Q. The10-Q and the adoption of ASC Update 2014-142015-01 did not have an impact on its consolidated financial statements.

In February 2015, the FASB issued ASC Update 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASC Update 2015-02 changes the way reporting enterprises evaluate whether: (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE.ASC Update 2015-02 was effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation adopted this standards update effective with its March 31, 2016 quarterly report on Form 10-Q, and the adoption of ASC Update 2015-02 did not have an impact on its consolidated financial statements.

In April 2015, the FASB issued ASC Update 2015-03, "Interest - Imputation of Interest" and updated ASC Update 2015-03 with the issuance of ASC Update 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," in August of 2015. ASC Update 2015-03 simplifies the presentation of debt issuances costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction to the debt liability, similar to the presentation of debt discounts. Under prior U.S. GAAP, debt issuance costs were reported on the balance sheet as assets. The costs will continue to be amortized to interest expense using the effective interest method. ASC Update 2015-03 was effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation adopted this standards update effective with its March 31, 2016 quarterly report on Form 10-Q and the adoption of ASC Update 2015-03 did not have a material impact on the Corporation’sits consolidated financial statements.


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In November 2014,April 2015, the FASB issued ASC Update 2014-17, "Business Combinations: Pushdown Accounting.2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." ASC Update 2014-17 was issued2015-05 provides explicit guidance to provide guidance on whether and at what threshold an acquired entity can apply pushdown accountingdetermine when a customer's fees paid in its separate financial statements.a cloud computing arrangement is for the acquisition of software licenses, services, or both. ASC Update 2014-17 applies to the separate financial statements of an acquired entity upon the occurrence of an event in which an acquirer obtains control of the acquired entity. This update2015-05 was effective upon issuancefor public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation adopted this standards update effective with its March 31, 2016 quarterly report on Form 10-Q and the adoption of ASC Update 2015-05 did not have ana material impact on the Corporation'sits consolidated financial statements.

Recently Issued Accounting Standards: In May 2014, the FASBFinancial Accounting Standards Board ("FASB") issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. During 2016, the FASB issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11 and 2016-12). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Updateupdate 2014-09 on its consolidated financial statements.

In August 2014, the FASB issued ASC Update 2014-15, "Presentation of Financial Statements - Going Concern." ASC Update 2014-15 provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures. The standards update describes how an entity's management should assess whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued. For public business entities, ASC Update 2014-15 is effective for annual reporting periods ending after December 15, 2016, with earlier adoption permitted. For the Corporation, this standards update is effective with its December 31, 2016 annual report on Form 10-K. The adoption of ASC Update 2014-15 is not expected to have a material impact on the Corporation’s consolidated financial statements.
In November 2014, the FASB issued ASC Update 2014-16, "Derivatives and Hedging: Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity." ASC Update 2014-16 was issued to reduce existing diversity in the accounting for hybrid financial instruments issued in the form of a share, such as redeemable convertible preferred stock. ASC Update 2014-16 applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share, and is effective for public business entities’ annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods, with earlier adoption permitted. For the Corporation, this standards update is effective with its March 31, 2016 quarterly report on Form 10-Q. The adoption of ASC Update 2014-16 is not expected to have a material impact on the Corporation’s consolidated financial statements.

In January 2015, the FASB issued ASC Update 2015-01, "Income Statement - Extraordinary and Unusual Items." ASC Update 2015-01 was issued to eliminate the concept of extraordinary items from U.S. GAAP. net of tax, after income from continuing operations. ASC Update 2015-01 amends existing extraordinary items disclosure guidance. Under the amended guidance, reporting entities will no longer separately disclose extraordinary items, net of tax, after income from continuing operations in the income statement.ASC Update 2015-01 is effective for annual reporting periods beginning after December 15, 2015, with earlier adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.The Corporation intends to adopt this standards update effective with its March 31, 2016 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2015-01 to have a material impact on its consolidated financial statements.

In February 2015, the FASB issued ASC Update 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASC Update 2015-02 changes the way reporting enterprises evaluate whether: (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE.ASC Update 2015-02 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2016 quarterly report on Form 10-Q, and does not expect the adoption of ASC Update 2015-02 to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASC Update 2015-03, "Interest - Imputation of Interest" and updated ASC Update 2015-03 with the issuance of ASC Update 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," in August of 2015. ASC Update 2015-03 simplifies the presentation of debt issuances costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction to the debt liability, similar to the presentation of debt discounts. Under current U.S. GAAP, debt issuance costs are reported on the balance sheet as assets.

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The costs will continue to be amortized to interest expense using the effective interest method. ASC Update 2015-03 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2016 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2015-03 to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASC Update 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." ASC Update 2015-05 provides explicit guidance to determine when a customer's fees paid in a cloud computing arrangement is for the acquisition of software licenses, services, or both. ASC Update 2015-05 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2015, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2016 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2015-05 to have a material impact on its consolidated financial statements.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-01 to have a material impact on its consolidated financial statements.



In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update states that a lessee should recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged as the majority of operating leases should remain classified as operating leases and the income from them recognized, generally, on a straight-line basis over the lease term.unchanged. The standards update also requires expanded qualitative and quantitative disclosures. For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements. The Corporation currently operates a number of branches that are leased, with the leases accounted for as operating leases that are not recognized on the balance sheet. Under ASC update 2016-02, right-of-use assets and lease liabilities will need to be recognized on the consolidated balance sheet for these branches. This is expected to be the most significant impact of the adoption of this standards update.

In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2017 quarterly report on Form 10-Q. The Corporation does not expect the adoption of ASC Update 2016-09 to have a material impact on its consolidated financial statements.

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

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-15 to have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASC Update 2016-18, "Statement of Cash Flows - Restricted Cash." This standards update provides guidance regarding the presentation of restricted cash in the statement of cash flows. The updaterequires companies to include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It also requires an entity to disclose the nature of the restrictions on cash and cash equivalents. ASC Update 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-18 to have a material impact on its consolidated financial statements.

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

Reclassifications: Certain amounts in the 20142015 and 20132014 consolidated financial statements and notes have been reclassified to conform to the 20152016 presentation.




NOTE 2 – RESTRICTIONS ON CASH AND DUE FROM BANKS
The Corporation’s subsidiary banks are required to maintain reserves, in the form of cash and balances with the Federal Reserve Bank, against their deposit liabilities. The amounts of such reserves as of December 31, 20152016 and 20142015 were $91.1113.3 million and $97.091.1 million, respectively.


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NOTE 3 – INVESTMENT SECURITIES
The following tables present the amortized cost and estimated fair values of investment securities, which were all classified as available for sale, as of December 31:
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair
Value
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair
Value
(in thousands)(in thousands)
2015       
U.S. Government securities$
 $
 $
 $
2016       
U.S. Government sponsored agency securities25,154
 35
 (53) 25,136
$132
 $2
 $
 $134
State and municipal securities256,746
 6,019
 
 262,765
405,274
 2,043
 (15,676) 391,641
Corporate debt securities100,336
 2,695
 (6,076) 96,955
112,016
 1,978
 (4,585) 109,409
Collateralized mortgage obligations835,439
 3,042
 (16,972) 821,509
604,095
 1,943
 (12,178) 593,860
Mortgage-backed securities1,154,935
 10,104
 (6,204) 1,158,835
1,353,292
 6,546
 (17,437) 1,342,401
Auction rate securities106,772
 
 (8,713) 98,059
107,215
 
 (9,959) 97,256
Total Debt Securities2,479,382
 21,895
 (38,018) 2,463,259
Total debt securities2,582,024
 12,512
 (59,835) 2,534,701
Equity securities14,677
 6,845
 (8) 21,514
12,231
 12,295
 
 24,526
Total$2,494,059
 $28,740
 $(38,026) $2,484,773
$2,594,255
 $24,807
 $(59,835) $2,559,227
              
2014       
U.S. Government securities$200
 $
 $
 $200
2015       
U.S. Government sponsored agency securities209
 5
 
 214
$25,154
 $35
 $(53) $25,136
State and municipal securities238,250
 7,231
 (266) 245,215
256,746
 6,019
 
 262,765
Corporate debt securities99,016
 5,126
 (6,108) 98,034
100,336
 2,695
 (6,076) 96,955
Collateralized mortgage obligations917,395
 5,705
 (20,787) 902,313
835,439
 3,042
 (16,972) 821,509
Mortgage-backed securities914,797
 16,978
 (2,944) 928,831
1,154,935
 10,104
 (6,204) 1,158,835
Auction rate securities108,751
 
 (7,810) 100,941
106,772
 
 (8,713) 98,059
Total Debt Securities2,278,618
 35,045
 (37,915) 2,275,748
Total debt securities2,479,382
 21,895
 (38,018) 2,463,259
Equity securities33,469
 14,167
 (13) 47,623
14,677
 6,845
 (8) 21,514
Total$2,312,087
 $49,212
 $(37,928) $2,323,371
$2,494,059
 $28,740
 $(38,026) $2,484,773

Securities carried at $1.8 billion and $1.7 billion as of both December 31, 2016 and 2015, and 2014respectively, were pledged as collateral to secure public and trust deposits and customer repurchase agreements.

Equity securities include common stocks of financial institutions (estimated fair value of $23.5 million and $20.6 million at December 31, 2016 and 2015, and $41.8 million at December 31, 2014)respectively) and other equity investments (estimated fair value of $1.0 million and $914,000 at December 31, 2016 and 2015, and $5.8 million at December 31, 2014)respectively).
As of December 31, 2015,2016, the financial institutions stock portfolio had a cost basis of $13.9$11.5 million and an estimated fair value of $20.6$23.5 million, including an investment in a single financial institution with a cost basis of $7.4$5.8 million and an estimated fair value of $10.2$11.9 million. This investment accounted for 49.5%50.5% of the estimated fair value of the Corporation's investments in the common stocks of publicly traded financial institutions. No other investment in the financial institutions stock portfolio exceeded 10% of the portfolio's estimated fair value.

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The amortized cost and estimated fair values of debt securities as of December 31, 2015,2016, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized
Cost
 Estimated
Fair Value
Amortized
Cost
 Estimated
Fair Value
(in thousands)(in thousands)
  
Due in one year or less$75,458
 $75,945
$54,727
 $55,027
Due from one year to five years85,840
 87,877
28,720
 29,342
Due from five years to ten years124,190
 127,103
95,658
 96,933
Due after ten years203,520
 191,990
445,532
 417,138
489,008
 482,915
624,637
 598,440
Collateralized mortgage obligations(1)835,439
 821,509
604,095
 593,860
Mortgage-backed securities(1)1,154,935
 1,158,835
1,353,292
 1,342,401
Total$2,479,382
 $2,463,259
Total debt securities$2,582,024
 $2,534,701

(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 gross gains and losses on the sales of equity and debt securities, and losses recognized for other-than-temporary impairment of investments:
Gross
Realized
Gains
 Gross
Realized
Losses
 Other-
than-
temporary
Impairment
Losses
 Net
Gains
Gross
Realized
Gains
 Gross
Realized
Losses
 Other-
than-
temporary
Impairment
Losses
 Net
Gains
(in thousands)(in thousands)
2016:       
Equity securities$2,005
 $(10) $
 $1,995
Debt securities581
 (26) 
 555
Total$2,586
 $(36) $
 $2,550
2015:              
Equity securities$6,496
 $(1) $
 $6,495
$6,496
 $(1) $
 $6,495
Debt securities2,571
 
 
 2,571
2,571
 
 
 2,571
Total$9,067
 $(1) $
 $9,066
$9,067
 $(1) $
 $9,066
2014:              
Equity securities$335
 $
 $(12) $323
$335
 $
 $(12) $323
Debt securities2,058
 (322) (18) 1,718
2,058
 (322) (18) 1,718
Total$2,393
 $(322) $(30) $2,041
$2,393
 $(322) $(30) $2,041
2013:       
Equity securities$4,391
 $(28) $(27) $4,336
Debt securities3,787
 (22) (97) 3,668
Total$8,178
 $(50) $(124) $8,004

There were no other-than-temporary impairment charges in 2016 or 2015. In 2014, there were $30,000 of other-than-temporary impairment charges, consisting of $12,000 of impairment charges on equity securities and $18,000 of charges on pooled trust preferred securities.


The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recordedrecognized as decreases to investmentcomponents of earnings, for debt securities gains onheld by the consolidated statements of income, by investment security type. There were no other-than-temporary impairment charges recorded as decreases to investment securities gains in 2015.Corporation at December 31:
  2014 2013
 (in thousands)
Equity securities - financial institution stocks $12
 $27
Pooled trust preferred securities 18
 97
Total other-than-temporary impairment charges $30
 $124
 2016 2015 2014
 (in thousands)
Balance of cumulative credit losses on debt securities, beginning of year$(11,510) $(16,242) $(20,691)
Additions for credit losses recorded which were not previously recognized as components of earnings
 
 (18)
Reductions for securities sold during the period
 4,730
 4,460
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security
 2
 7
Balance of cumulative credit losses on debt securities, end of year$(11,510) $(11,510) $(16,242)

Other-than-temporary impairment charges related to investments in common stocks of financial institutions were due to the severity and duration of the declines in fair values of certain financial institution stocks, in conjunction with management’s assessment of the near-term prospects of each specific financial institution. The credit related other-than-temporary impairment charges for debt securities were determined based on expected cash flows models.


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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 December 31:
 2015 2014 2013
 (in thousands)
Balance of cumulative credit losses on debt securities, beginning of year$(16,242) $(20,691) $(23,079)
Additions for credit losses recorded which were not previously recognized as components of earnings
 (18) (97)
Reductions for securities sold during the period4,730
 4,460
 2,468
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security2
 7
 17
Balance of cumulative credit losses on debt securities, end of year$(11,510) $(16,242) $(20,691)

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, as of December 31, 2015:2016. There were no gross unrealized losses on equity securities as of December 31, 2016.

 Less Than 12 months 12 Months or Longer Total
 Estimated
Fair Value
 Unrealized
Losses
 Estimated
Fair Value
 Unrealized
Losses
 Estimated
Fair Value
 Unrealized
Losses
 (in thousands)
State and municipal securities$247,509
 $(15,676) $
 $
 $247,509
 $(15,676)
Corporate debt securities11,922
 (110) 34,629
 (4,475) 46,551
 (4,585)
Collateralized mortgage obligations166,905
 (3,899) 258,237
 (8,279) 425,142
 (12,178)
Mortgage-backed securities1,137,510
 (17,437) 
 
 1,137,510
 (17,437)
Auction rate securities
 
 97,256
 (9,959) 97,256
 (9,959)
Total debt securities1,563,846
 (37,122) 390,122
 (22,713) 1,953,968
 (59,835)

For comparative purposes, the following table presents gross unrealized losses and the estimated fair value of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2015.
 Less Than 12 months 12 Months or Longer Total
 Estimated
Fair Value
 Unrealized
Losses
 Estimated
Fair Value
 Unrealized
Losses
 Estimated
Fair Value
 Unrealized
Losses
 (in thousands)
U.S. Government sponsored agency securities$9,957
 $(53) $
 $
 $9,957
 $(53)
Corporate debt securities12,892
 (97) 33,036
 (5,979) 45,928
 (6,076)
Collateralized mortgage obligations166,007
 (1,467) 467,778
 (15,505) 633,785
 (16,972)
Mortgage-backed securities611,920
 (4,783) 63,818
 (1,421) 675,738
 (6,204)
Auction rate securities
 
 98,059
 (8,713) 98,059
 (8,713)
Total debt securities800,776
 (6,400) 662,691
 (31,618) 1,463,467
 (38,018)
Equity securities
 
 14
 (8) 14
 (8)
Total$800,776
 $(6,400) $662,705
 $(31,626) $1,463,481
 $(38,026)


The Corporation’s collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the decline in fair value of these securities is attributable to changes in interest rates and not credit quality, and because the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, the Corporation did not consider these investments to be other-than-temporarily impaired as of December 31, 2015.2016.
As of December 31, 2015,2016, all student loan auction rate certificates (ARCs)("ARCs") were current and making scheduled interest payments and were rated above investment grade, with approximately $5.6$5.5 million, or 6%, "AAA" rated and $92.5$91.8 million, or 94%, "AA" rated. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. Based on management’s evaluations, ARCs with a fair value of $98.1$97.3 million were not subject to any other-than-temporary impairment charges as of December 31, 2015.2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

For its investments in equity securities, particularly its investments in common stocks of financial institutions, management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Based on that evaluation and the Corporation’s ability and intent to hold those investments for a reasonable period of time sufficient for a recovery of fair value, the Corporation does not consider those investments with unrealized holding losses as of December 31, 2015 to be other-than-temporarily impaired.




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The majority of the Corporation’s available for sale corporate debt securities are issued by financial institutions. The following table presents the amortized cost and estimated fair values of corporate debt securities as of December 31:
2015 20142016 2015
Amortized
Cost
 Estimated
Fair Value
 Amortized
Cost
 Estimated
Fair Value
Amortized
Cost
 Estimated
Fair Value
 Amortized
Cost
 Estimated
Fair Value
(in thousands)(in thousands)
Single-issuer trust preferred securities$44,648
 $39,106
 $47,569
 $42,016
$43,746
 $39,829
 $44,648
 $39,106
Subordinated debt51,653
 53,108
 47,530
 50,023
46,231
 46,723
 39,610
 40,779
Senior debt18,037
 18,433
 12,043
 12,329
Pooled trust preferred securities
 706
 2,010
 4,088

 422
 
 706
Corporate debt securities issued by financial institutions96,301
 92,920
 97,109
 96,127
108,014
 105,407
 96,301
 92,920
Other corporate debt securities4,035
 4,035
 1,907
 1,907
4,002
 4,002
 4,035
 4,035
Available for sale corporate debt securities$100,336
 $96,955
 $99,016
 $98,034
$112,016
 $109,409
 $100,336
 $96,955

Single-issuer trust preferred securities had an unrealized loss of $5.5$3.9 million as of December 31, 2015. Seven2016. Six of the 19 single-issuer trust preferred securities held were rated below investment grade by at least one ratings agency, with an amortized cost of $12.5$11.5 million and an estimated fair value of $10.7$10.0 million as of December 31, 2015.2016. All of the single-issuer trust preferred securities rated below investment grade were rated "BB" or "Ba." Two single-issuer trust preferred securities with an amortized cost of $3.7 million and an estimated fair value of $2.6$2.5 million as of December 31, 20152016 were not rated by any ratings agency.

Based on management's evaluations, corporate debt securities with a fair value of $97.0$109.4 million were not subject to any additional other-than-temporary impairment charges as of December 31, 2015.2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.



86



NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
Loans, net of unearned income
Loans, net of unearned income are summarized as follows as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Real estate – commercial mortgage$5,462,330
 $5,197,155
$6,018,582
 $5,462,330
Commercial – industrial, financial and agricultural4,088,962
 3,725,567
4,087,486
 4,088,962
Real estate – home equity1,684,439
 1,736,688
1,625,115
 1,684,439
Real estate – residential mortgage1,376,160
 1,377,068
1,601,994
 1,376,160
Real estate – construction799,988
 690,601
843,649
 799,988
Consumer268,588
 265,431
291,470
 268,588
Leasing and other170,914
 127,562
246,704
 170,914
Overdrafts2,737
 4,021
3,662
 2,737
Loans, gross of unearned income13,854,118
 13,124,093
14,718,662
 13,854,118
Unearned income(15,516) (12,377)(19,390) (15,516)
Loans, net of unearned income$13,838,602
 $13,111,716
$14,699,272
 $13,838,602

The Corporation has extended credit to the officers and directors of the Corporation and to their associates. These related-party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collection. The aggregate dollar amount of these loans, including unadvanced commitments, was $191.6$154.4 million and $252.6$191.6 million as of December 31, 20152016 and 2014,2015, respectively. During 2015,2016, additions totaled $12,000$26.6 million and repayments and other changestotaled $63.8 million in related-party loans totaled $61.0 million.loans.
The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $4.8$4.7 billion and $4.9$4.8 billion as of December 31, 20152016 and 2014,2015, respectively.
Allowance for Credit Losses
The following table presents the components of the allowance for credit losses as of December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Allowance for loan losses$169,054
 $184,144
 $202,780
$168,679
 $169,054
 $184,144
Reserve for unfunded lending commitments2,358
 1,787
 2,137
2,646
 2,358
 1,787
Allowance for credit losses$171,412
 $185,931
 $204,917
$171,325
 $171,412
 $185,931

The following table presents the activity in the allowance for credit losses for the years ended December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Balance at beginning of year$185,931
 $204,917
 $225,439
$171,412
 $185,931
 $204,917
Loans charged off(32,157) (44,593) (80,212)(33,927) (32,157) (44,593)
Recoveries of loans previously charged off15,388
 13,107
 19,190
20,658
 15,388
 13,107
Net loans charged off(16,769) (31,486) (61,022)(13,269) (16,769) (31,486)
Provision for credit losses2,250
 12,500
 40,500
13,182
 2,250
 12,500
Balance at end of year$171,412
 $185,931
 $204,917
$171,325
 $171,412
 $185,931


87



The following table presents the activity in the allowance for loan losses by portfolio segment for the years ended December 31 and loans, net of unearned income, and their related allowance for loan losses, by portfolio segment, as of December 31:

Real Estate -
Commercial
Mortgage
 Commercial -
Industrial,
Financial and
Agricultural
 Real Estate -
Home
Equity
 Real Estate -
Residential
Mortgage
 Real Estate -
Construction
 Consumer Leasing
and other
and
Overdrafts
 Unallocated (1) TotalReal Estate -
Commercial
Mortgage
 Commercial -
Industrial,
Financial and
Agricultural
 Real Estate -
Home
Equity
 Real Estate -
Residential
Mortgage
 Real Estate -
Construction
 Consumer Leasing
and other
and
Overdrafts
 Unallocated Total
(in thousands)(in thousands)
Balance at December 31, 2013$55,659
 $50,330
 $28,222
 $33,082
 $12,649
 $3,260
 $3,370
 $16,208
 $202,780
Loans charged off(6,004) (24,516) (5,486) (2,918) (1,209) (2,325) (2,135) 
 (44,593)
Recoveries of loans previously charged off1,960
 4,256
 1,025
 451
 3,177
 1,322
 916
 
 13,107
Net loans charged off(4,044) (20,260) (4,461) (2,467) 1,968
 (1,003) (1,219) 
 (31,486)
Provision for loan losses (2)(1)1,878
 21,308
 4,510
 (1,543) (4,861) 758
 (352) (8,848) 12,850
Balance at December 31, 201453,493
 51,378
 28,271
 29,072
 9,756
 3,015
 1,799
 7,360
 184,144
$53,493
 $51,378
 $28,271
 $29,072
 $9,756
 $3,015
 $1,799
 $7,360
 $184,144
Loans charged off(4,218) (15,639) (3,604) (3,612) (201) (2,227) (2,656) 
 (32,157)(4,218) (15,639) (3,604) (3,612) (201) (2,227) (2,656) 
 (32,157)
Recoveries of loans previously charged off2,801
 5,264
 1,362
 1,322
 2,824
 1,130
 685
 
 15,388
2,801
 5,264
 1,362
 1,322
 2,824
 1,130
 685
 
 15,388
Net loans charged off(1,417) (10,375) (2,242) (2,290) 2,623
 (1,097) (1,971) 
 (16,769)(1,417) (10,375) (2,242) (2,290) 2,623
 (1,097) (1,971) 
 (16,769)
Provision for loan losses (2)(1)(4,210) 16,095
 (3,624) (5,407) (5,850) 667
 2,640
 1,368
 1,679
(4,210) 16,095
 (3,624) (5,407) (5,850) 667
 2,640
 1,368
 1,679
Balance at December 31, 2015$47,866
 $57,098
 $22,405
 $21,375
 $6,529
 $2,585
 $2,468
 $8,728
 $169,054
47,866
 57,098
 22,405
 21,375
 6,529
 2,585
 2,468
 8,728
 169,054
Loans charged off(3,580) (15,276) (4,912) (2,326) (1,218) (2,800) (3,815) 
 (33,927)
Recoveries of loans previously charged off3,373
 8,981
 1,171
 1,072
 3,924
 1,295
 842
 
 20,658
Net loans charged off(207) (6,295) (3,741) (1,254) 2,706
 (1,505) (2,973) 
 (13,269)
Provision for loan losses (2)(1)(817) 3,550
 8,137
 2,808
 (2,780) 2,494
 3,697
 (4,195) 12,894
Balance at December 31, 2016$46,842
 $54,353
 $26,801
 $22,929
 $6,455
 $3,574
 $3,192
 $4,533
 $168,679
                 
Allowance for loan losses at December 31, 2016Allowance for loan losses at December 31, 2016              
Measured for impairment under FASB ASC Subtopic 450-20$36,680
 $40,700
 $17,290
 $11,032
 $4,587
 $3,548
 $3,192
 $4,533
 $121,562
Evaluated for impairment under FASB ASC Section 310-10-3510,162
 13,653
 9,511
 11,897
 1,868
 26
 
 N/A
 47,117
$46,842
 $54,353
 $26,801
 $22,929
 $6,455
 $3,574
 $3,192
 $4,533
 $168,679
Loans, net of unearned income at December 31, 2016Loans, net of unearned income at December 31, 2016              
Measured for impairment under FASB ASC Subtopic 450-20$5,963,689
 $4,038,511
 $1,605,910
 $1,555,946
 $833,117
 $291,430
 $230,976
 N/A
 $14,519,579
Evaluated for impairment under FASB ASC Section 310-10-3554,893
 48,975
 19,205
 46,048
 10,532
 40
 
 N/A
 179,693
                 $6,018,582
 $4,087,486
 $1,625,115
 $1,601,994
 $843,649
 $291,470
 $230,976
 N/A
 $14,699,272
Allowance for loan losses at December 31, 2015Allowance for loan losses at December 31, 2015              Allowance for loan losses at December 31, 2015              
Measured for impairment under FASB ASC Subtopic 450-20$35,395
 $42,515
 $14,412
 $7,953
 $4,134
 $2,563
 $1,764
 $8,728
 $117,464
$35,395
 $42,515
 $14,412
 $7,953
 $4,134
 $2,563
 $1,764
 $8,728
 $117,464
Evaluated for impairment under FASB ASC Section 310-10-3512,471
 14,583
 7,993
 13,422
 2,395
 22
 704
 N/A
 51,590
12,471
 14,583
 7,993
 13,422
 2,395
 22
 704
 N/A
 51,590
$47,866
 $57,098
 $22,405
 $21,375
 $6,529
 $2,585
 $2,468
 $8,728
 $169,054
$47,866
 $57,098
 $22,405
 $21,375
 $6,529
 $2,585
 $2,468
 $8,728
 $169,054
Loans, net of unearned income at December 31, 2015Loans, net of unearned income at December 31, 2015              Loans, net of unearned income at December 31, 2015              
Measured for impairment under FASB ASC Subtopic 450-20$5,404,036
 $4,040,810
 $1,668,673
 $1,325,735
 $784,002
 $268,555
 $156,710
 N/A
 $13,648,521
$5,404,036
 $4,040,810
 $1,668,673
 $1,325,735
 $784,002
 $268,555
 $156,710
 N/A
 $13,648,521
Evaluated for impairment under FASB ASC Section 310-10-3558,294
 48,152
 15,766
 50,425
 15,986
 33
 1,425
 N/A
 190,081
58,294
 48,152
 15,766
 50,425
 15,986
 33
 1,425
 N/A
 190,081
$5,462,330
 $4,088,962
 $1,684,439
 $1,376,160
 $799,988
 $268,588
 $158,135
 N/A
 $13,838,602
$5,462,330
 $4,088,962
 $1,684,439
 $1,376,160
 $799,988
 $268,588
 $158,135
 N/A
 $13,838,602
Allowance for loan losses at December 31, 2014              
Measured for impairment under FASB ASC Subtopic 450-20$36,778
 $38,348
 $19,047
 $10,480
 $6,485
 $2,980
 $1,799
 $7,360
 $123,277
Evaluated for impairment under FASB ASC Section 310-10-3516,715
 13,030
 9,224
 18,592
 3,271
 35
 
 N/A
 60,867
$53,493
 $51,378
 $28,271
 $29,072
 $9,756
 $3,015
 $1,799
 $7,360
 $184,144
Loans, net of unearned income at December 31, 2014              
Measured for impairment under FASB ASC Subtopic 450-20$5,133,896
 $3,690,561
 $1,723,230
 $1,325,717
 $665,012
 $265,393
 $119,206
 N/A
 $12,923,015
Evaluated for impairment under FASB ASC Section 310-10-3563,259
 35,006
 13,458
 51,351
 25,589
 38
 
 N/A
 188,701
$5,197,155
 $3,725,567
 $1,736,688
 $1,377,068
 $690,601
 $265,431
 $119,206
 N/A
 $13,111,716

(1)For the year ended December 31, 2016, the provision for loan losses excluded a $288,000 increase in the reserve for unfunded lending commitments. The unallocated allowance, which was approximately 5% and 4% of the total allowanceprovision for credit losses, ascomprised of allocations for both funded and unfunded loans, was $13.2 million for the year ended December 31, 2015 and December 31, 2014, respectively, was, in the opinion of management, reasonable and appropriate given that the estimates used in the allocation process are inherently imprecise.
(2)2016. For the year ended December 31, 2015, the provision for loan losses excluded a $571,000 increase in the reserve for unfunded lending commitments. The total provision for credit losses comprised of allocations for both funded and unfunded loans, was $2.3 million for the year ended December 31, 2015. For the year ended December 31, 2014, the provision for loan losses excluded a $350,000 decrease in the reserve for unfunded lending commitments. The total provision for credit losses, was $12.5 million for the year ended December 31, 2014.
N/A – Not applicable.










88





Impaired Loans

The following table presents total impaired loans by class segment as of December 31: 
2015 20142016 2015
Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
 Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
 Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
(in thousands)(in thousands)
With no related allowance recorded:                      
Real estate - commercial mortgage$27,872
 $22,596
 $
 $25,802
 $23,236
 $
$28,757
 $25,447
 $
 $27,872
 $22,596
 $
Commercial - secured18,012
 13,702
 
 17,599
 14,582
 
29,296
 25,526
 
 18,012
 13,702
 
Real estate - residential mortgage4,790
 4,790
 
 4,873
 4,873
 
4,689
 4,689
 
 4,790
 4,790
 
Construction - commercial residential9,916
 8,865
 
 18,041
 14,801
 
6,271
 4,795
 
 9,916
 8,865
 
Construction - commercial
 
 
 1,707
 1,581
 
60,590
 49,953
   68,022
 59,073
  69,013
 60,457
   60,590
 49,953
  
With a related allowance recorded:                      
Real estate - commercial mortgage45,189
 35,698
 12,471
 49,619
 40,023
 16,715
37,132
 29,446
 10,162
 45,189
 35,698
 12,471
Commercial - secured39,659
 33,629
 14,085
 24,824
 19,335
 12,165
27,767
 22,626
 13,198
 39,659
 33,629
 14,085
Commercial - unsecured971
 821
 498
 1,241
 1,089
 865
1,122
 823
 455
 971
 821
 498
Real estate - home equity20,347
 15,766
 7,993
 19,392
 13,458
 9,224
23,971
 19,205
 9,511
 20,347
 15,766
 7,993
Real estate - residential mortgage55,242
 45,635
 13,422
 56,607
 46,478
 18,592
48,885
 41,359
 11,897
 55,242
 45,635
 13,422
Construction - commercial residential9,949
 6,290
 2,110
 14,007
 7,903
 2,675
10,103
 4,206
 1,300
 9,949
 6,290
 2,110
Construction - commercial820
 638
 217
 1,501
 1,023
 459
681
 435
 145
 820
 638
 217
Construction - other331
 193
 68
 452
 281
 137
1,096
 1,096
 423
 331
 193
 68
Consumer - indirect14
 14
 8
 20
 19
 18
19
 19
 12
 14
 14
 8
Consumer - direct19
 19
 14
 19
 19
 17
21
 21
 14
 19
 19
 14
Leasing and other and overdrafts1,658
 1,425
 704
 
 
 

 
 
 1,658
 1,425
 704
174,199
 140,128
 51,590
 167,682
 129,628
 60,867
150,797
 119,236
 47,117
 174,199
 140,128
 51,590
Total$234,789
 $190,081
 $51,590
 $235,704
 $188,701
 $60,867
$219,810
 $179,693
 $47,117
 $234,789
 $190,081
 $51,590

As of December 31, 20152016 and 2014,2015, there were $50.0$60.5 million and $59.1$50.0 million, respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans have been charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

89




The following table presents average impaired loans, by class segment, for the years ended December 31:
2015 2014 20132016 2015 2014
Average
Recorded
Investment
 Interest Income
Recognized (1)
 Average
Recorded
Investment
 Interest Income
Recognized (1)
 Average
Recorded
Investment
 Interest Income
Recognized (1)
Average
Recorded
Investment
 Interest Income
Recognized (1)
 Average
Recorded
Investment
 Interest Income
Recognized (1)
 Average
Recorded
Investment
 Interest Income
Recognized (1)
(in thousands)(in thousands)
With no related allowance recorded:                      
Real estate - commercial mortgage$25,345
 $315
 $23,467
 $320
 $28,603
 $489
$24,232
 $294
 $25,345
 $315
 $23,467
 $320
Commercial - secured15,654
 97
 18,928
 119
 30,299
 173
19,825
 104
 15,654
 97
 18,928
 119
Commercial - unsecured17
 
 
 
 26
 

 
 17
 
 
 
Real estate - home equity
 
 180
 1
 262
 1

 
 
 
 180
 1
Real estate - residential mortgage5,389
 124
 1,532
 31
 695
 25
5,598
 126
 5,389
 124
 1,532
 31
Construction - commercial residential11,685
 148
 15,421
 227
 19,847
 256
6,285
 48
 11,685
 148
 15,421
 227
Construction - commercial915
 
 1,907
 
 3,480
 2

 
 915
 
 1,907
 
59,005
 684
 61,435
 698
 83,212
 946
55,940
 572
 59,005
 684
 61,435
 698
With a related allowance recorded:                      
Real estate - commercial mortgage39,232
 475
 38,240
 524
 44,136
 706
31,737
 384
 39,232
 475
 38,240
 524
Commercial - secured25,660
 150
 20,991
 129
 27,919
 153
25,857
 130
 25,660
 150
 20,991
 129
Commercial - unsecured1,749
 6
 895
 3
 1,411
 5
887
 4
 1,749
 6
 895
 3
Real estate - home equity13,887
 144
 13,976
 108
 14,092
 65
17,912
 285
 13,887
 144
 13,976
 108
Real estate - residential mortgage46,252
 1,041
 50,281
 1,178
 52,251
 1,210
42,191
 908
 46,252
 1,041
 50,281
 1,178
Construction - commercial residential6,455
 79
 8,723
 136
 11,219
 168
5,295
 41
 6,455
 79
 8,723
 136
Construction - commercial931
 
 1,900
 
 2,468
 3
524
 
 931
 
 1,900
 
Construction - other263
 
 387
 
 523
 1
682
 
 263
 
 387
 
Consumer - indirect16
 1
 7
 
 1
 
15
 1
 16
 1
 7
 
Consumer - direct17
 1
 16
 1
 19
 
18
 1
 17
 1
 16
 1
Leasing and other and overdrafts285
 
 
 
 11
 
Leasing, other and overdrafts854
 
 285
 
 
 
134,747
 1,897
 135,416
 2,079
 154,050
 2,311
125,972
 1,754
 134,747
 1,897
 135,416
 2,079
Total$193,752
 $2,581
 $196,851
 $2,777
 $237,262
 $3,257
$181,912
 $2,326
 $193,752
 $2,581
 $196,851
 $2,777
  
(1)All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the years ended December 31, 2016, 2015 2014 and 20132014 represents amounts earned on accruing TDRs.


90




Credit Quality Indicators and Non-performing Assets

The following table presents internal credit risk ratings as of December 31:

Pass Special Mention Substandard or Lower TotalPass Special Mention Substandard or Lower Total

2015 2014 2015 2014 2015 2014 2015 20142016 2015 2016 2015 2016 2015 2016 2015

(dollars in thousands)(dollars in thousands)
Real estate - commercial mortgage$5,204,263
 $4,899,016
 $102,625
 $127,302
 $155,442
 $170,837
 $5,462,330
 $5,197,155
$5,763,122
 $5,204,263
 $132,484
 $102,625
 $122,976
 $155,442
 $6,018,582
 $5,462,330
Commercial - secured3,696,692
 3,333,486
 92,711
 120,584
 136,710
 110,544
 3,926,113
 3,564,614
3,686,152
 3,696,692
 128,873
 92,711
 118,527
 136,710
 3,933,552
 3,926,113
Commercial -unsecured156,742
 146,680
 2,761
 7,463
 3,346
 6,810
 162,849
 160,953
145,922
 156,742
 4,481
 2,761
 3,531
 3,346
 153,934
 162,849
Total commercial - industrial, financial and agricultural3,853,434
 3,480,166
 95,472
 128,047
 140,056
 117,354
 4,088,962
 3,725,567
3,832,074
 3,853,434
 133,354
 95,472
 122,058
 140,056
 4,087,486
 4,088,962
Construction - commercial residential140,337
 136,109
 17,154
 27,495
 21,812
 40,066
 179,303
 203,670
113,570
 140,337
 15,447
 17,154
 13,172
 21,812
 142,189
 179,303
Construction - commercial552,710
 409,631
 3,684
 12,202
 3,597
 5,586
 559,991
 427,419
635,963
 552,710
 3,412
 3,684
 5,115
 3,597
 644,490
 559,991
Total real estate - construction (excluding construction - other)693,047
 545,740
 20,838
 39,697
 25,409
 45,652
 739,294
 631,089
749,533
 693,047
 18,859
 20,838
 18,287
 25,409
 786,679
 739,294
Total$9,750,744
 $8,924,922
 $218,935
 $295,046
 $320,907
 $333,843
 $10,290,586
 $9,553,811
$10,344,729
 $9,750,744
 $284,697
 $218,935
 $263,321
 $320,907
 $10,892,747
 $10,290,586
                              
% of Total94.8% 93.4% 2.1% 3.1% 3.1% 3.5% 100.0% 100.0%95.0% 94.8% 2.6% 2.1% 2.4% 3.1% 100.0% 100.0%

The following table presents delinquency and non-performing status for loans that do not have internal credit risk ratings, by class segment, as of December 31:
Performing Delinquent (1) Non-performing (2) TotalPerforming Delinquent (1) Non-performing (2) Total
2015 2014 2015 2014 2015 2014 2015 20142016 2015 2016 2015 2016 2015 2016 2015
(dollars in thousands)(dollars in thousands)
Real estate - home equity$1,660,773
 $1,711,017
 $8,983
 $10,931
 $14,683
 $14,740
 $1,684,439
 $1,736,688
$1,602,687
 $1,660,773
 $9,274
 $8,983
 $13,154
 $14,683
 $1,625,115
 $1,684,439
Real estate - residential mortgage1,329,371
 1,321,139
 18,305
 26,934
 28,484
 28,995
 1,376,160
 1,377,068
1,557,995
 1,329,371
 20,344
 18,305
 23,655
 28,484
 1,601,994
 1,376,160
Real estate - construction - other59,997
 59,180
 88
 
 609
 332
 60,694
 59,512
55,874
 59,997
 
 88
 1,096
 609
 56,970
 60,694
Consumer - direct94,262
 104,018
 2,254
 2,891
 2,203
 2,414
 98,719
 109,323
93,572
 94,262
 1,752
 2,254
 1,563
 2,203
 96,887
 98,719
Consumer - indirect166,823
 153,358
 2,809
 2,574
 237
 176
 169,869
 156,108
190,656
 166,823
 3,599
 2,809
 328
 237
 194,583
 169,869
Total consumer261,085
 257,376
 5,063
 5,465
 2,440
 2,590
 268,588
 265,431
284,228
 261,085
 5,351
 5,063
 1,891
 2,440
 291,470
 268,588
Leasing and other and overdrafts155,870
 118,550
 759
 523
 1,506
 133
 158,135
 119,206
Leasing, other and overdrafts229,591
 155,870
 1,068
 759
 317
 1,506
 230,976
 158,135
Total$3,467,096
 $3,467,262
 $33,198
 $43,853
 $47,722
 $46,790
 $3,548,016
 $3,557,905
$3,730,375
 $3,467,096
 $36,037
 $33,198
 $40,113
 $47,722
 $3,806,525
 $3,548,016
                              
% of Total97.7% 97.5% 1.0% 1.2% 1.3% 1.3% 100.0% 100.0%98.0% 97.7% 0.9% 1.0% 1.1% 1.3% 100.0% 100.0%
 
(1)Includes all accruing loans 30 days to 89 days past due.
(2)Includes all accruing loans 90 days or more past due and all non-accrual loans.
The following table presents total non-performing assets as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Non-accrual loans$129,523
 $121,080
$120,133
 $129,523
Loans 90 days or more past due and still accruing15,291
 17,402
11,505
 15,291
Total non-performing loans144,814
 138,482
131,638
 144,814
Other real estate owned11,099
 12,022
12,815
 11,099
Total non-performing assets$155,913
 $150,504
$144,453
 $155,913









91



The following table presents past due status and non-accrual loans, by portfolio segment and class segment, as of December 31:

20152016
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 Total30-59
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)(in thousands)
Real estate - commercial mortgage$6,469
 $1,312
 $439
 $40,731
 $41,170
 $48,951
 $5,413,379
 $5,462,330
$6,254
 $1,622
 $383
 $38,936
 $39,319
 $47,195
 $5,971,387
 $6,018,582
Commercial - secured5,654
 2,615
 1,853
 41,498
 43,351
 51,620
 3,874,493
 3,926,113
6,660
 2,616
 959
 41,589
 42,548
 51,824
 3,881,728
 3,933,552
Commercial - unsecured510
 83
 19
 701
 720
 1,313
 161,536
 162,849
898
 35
 152
 760
 912
 1,845
 152,089
 153,934
Total Commercial - industrial, financial and agricultural6,164
 2,698
 1,872
 42,199
 44,071
 52,933
 4,036,029
 4,088,962
7,558
 2,651
 1,111
 42,349
 43,460
 53,669
 4,033,817
 4,087,486
Real estate - home equity6,438
 2,545
 3,473
 11,210
 14,683
 23,666
 1,660,773
 1,684,439
6,596
 2,678
 2,543
 10,611
 13,154
 22,428
 1,602,687
 1,625,115
Real estate - residential mortgage15,141
 3,164
 6,570
 21,914
 28,484
 46,789
 1,329,371
 1,376,160
15,600
 4,744
 5,224
 18,431
 23,655
 43,999
 1,557,995
 1,601,994
Construction - commercial50
 176
 
 638
 638
 864
 559,127
 559,991
743
 
 
 435
 435
 1,178
 643,312
 644,490
Construction - commercial residential1,366
 494
 
 11,213
 11,213
 13,073
 166,230
 179,303
233
 51
 36
 8,275
 8,311
 8,595
 133,594
 142,189
Construction - other88
 
 416
 193
 609
 697
 59,997
 60,694

 
 
 1,096
 1,096
 1,096
 55,874
 56,970
Total Real estate - construction1,504
 670
 416
 12,044
 12,460
 14,634
 785,354
 799,988
976
 51
 36
 9,806
 9,842
 10,869
 832,780
 843,649
Consumer - direct1,687
 567
 2,203
 
 2,203
 4,457
 94,262
 98,719
1,211
 541
 1,563
 
 1,563
 3,315
 93,572
 96,887
Consumer - indirect2,308
 501
 237
 
 237
 3,046
 166,823
 169,869
3,200
 399
 328
 
 328
 3,927
 190,656
 194,583
Total Consumer3,995
 1,068
 2,440
 
 2,440
 7,503
 261,085
 268,588
4,411
 940
 1,891
 
 1,891
 7,242
 284,228
 291,470
Leasing and other and overdrafts483
 276
 81
 1,425
 1,506
 2,265
 155,870
 158,135
Leasing, other and overdrafts543
 525
 317
 
 317
 1,385
 229,591
 230,976
$40,194
 $11,733
 $15,291
 $129,523
 $144,814
 $196,741
 $13,641,861
 $13,838,602
$41,938
 $13,211
 $11,505
 $120,133
 $131,638
 $186,787
 $14,512,485
 $14,699,272

20142015
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 Total30-59
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)(in thousands)
Real estate - commercial mortgage$14,399
 $3,677
 $800
 $44,437
 $45,237
 $63,313
 $5,133,842
 $5,197,155
$6,469
 $1,312
 $439
 $40,731
 $41,170
 $48,951
 $5,413,379
 $5,462,330
Commercial - secured4,839
 958
 610
 28,747
 29,357
 35,154
 3,529,460
 3,564,614
5,654
 2,615
 1,853
 41,498
 43,351
 51,620
 3,874,493
 3,926,113
Commercial - unsecured395
 65
 9
 1,022
 1,031
 1,491
 159,462
 160,953
510
 83
 19
 701
 720
 1,313
 161,536
 162,849
Total Commercial - industrial, financial and agricultural5,234
 1,023
 619
 29,769
 30,388
 36,645
 3,688,922
 3,725,567
6,164
 2,698
 1,872
 42,199
 44,071
 52,933
 4,036,029
 4,088,962
Real estate - home equity8,048
 2,883
 4,257
 10,483
 14,740
 25,671
 1,711,017
 1,736,688
6,438
 2,545
 3,473
 11,210
 14,683
 23,666
 1,660,773
 1,684,439
Real estate - residential mortgage18,789
 8,145
 8,952
 20,043
 28,995
 55,929
 1,321,139
 1,377,068
15,141
 3,164
 6,570
 21,914
 28,484
 46,789
 1,329,371
 1,376,160
Construction - commercial
 
 
 2,604
 2,604
 2,604
 424,815
 427,419
50
 176
 
 638
 638
 864
 559,127
 559,991
Construction - commercial residential160
 
 
 13,463
 13,463
 13,623
 190,047
 203,670
1,366
 494
 
 11,213
 11,213
 13,073
 166,230
 179,303
Construction - other
 
 51
 281
 332
 332
 59,180
 59,512
88
 
 416
 193
 609
 697
 59,997
 60,694
Total Real estate - construction160
 
 51
 16,348
 16,399
 16,559
 674,042
 690,601
1,504
 670
 416
 12,044
 12,460
 14,634
 785,354
 799,988
Consumer - direct2,034
 857
 2,414
 
 2,414
 5,305
 104,018
 109,323
1,687
 567
 2,203
 
 2,203
 4,457
 94,262
 98,719
Consumer - indirect2,156
 418
 176
 
 176
 2,750
 153,358
 156,108
2,308
 501
 237
 
 237
 3,046
 166,823
 169,869
Total Consumer4,190
 1,275
 2,590
 
 2,590
 8,055
 257,376
 265,431
3,995
 1,068
 2,440
 
 2,440
 7,503
 261,085
 268,588
Leasing and other and overdrafts357
 166
 133
 
 133
 656
 118,550
 119,206
Leasing, other and overdrafts483
 276
 81
 1,425
 1,506
 2,265
 155,870
 158,135
$51,177
 $17,169
 $17,402
 $121,080
 $138,482
 $206,828
 $12,904,888
 $13,111,716
$40,194
 $11,733
 $15,291
 $129,523
 $144,814
 $196,741
 $13,641,861
 $13,838,602










92




The following table presents TDRs as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Real-estate - residential mortgage$28,511
 $31,308
$27,617
 $28,511
Real-estate - commercial mortgage17,563
 18,822
15,957
 17,563
Construction - commercial residential3,942
 9,241
726
 3,942
Commercial - secured5,833
 5,170
6,564
 5,833
Real estate - home equity4,556
 2,975
8,594
 4,556
Commercial - unsecured120
 67
63
 120
Consumer - direct19
 19
20
 19
Consumer - indirect14
 19
19
 14
Total accruing TDRs60,558
 67,621
59,560
 60,558
Non-accrual TDRs (1)31,035
 24,616
27,850
 31,035
Total TDRs$91,593
 $92,237
$87,410
 $91,593
 
(1)Included within non-accrual loans in the preceding table.

As of December 31, 20152016 and 2014,2015, there were $5.3$3.6 million and $3.9$5.3 million, respectively, of commitments to lend additional funds to borrowers whose loans were modified under TDRs.


93



The following table presents TDRs by class segment and type of concession for loans that were modified during the years ended December 31, 2016, 2015 and 2014:

 2015 2014 2016 2015 2014
Number of Loans Post-Modification Recorded Investment Number of Loans Post-Modification Recorded InvestmentNumber of Loans Post-Modification Recorded Investment Number of Loans Post-Modification Recorded Investment Number of Loans Post-Modification Recorded Investment
(dollars in thousands) (dollars in thousands)    
Commercial – secured:Commercial – secured:       Commercial – secured:           
Extend maturity with rate concession2
 $127
 3
 $315
Extend maturity with rate concession
 $
 2
 $127
 3
 $315
Extend maturity without rate concession9
 3,785
 8
 1,640
Extend maturity without rate concession10
 3,801
 9
 3,785
 8
 1,640
Commercial – unsecured:Commercial – unsecured:       Commercial – unsecured:           
Extend maturity without rate concession1
 38
 
 
Extend maturity without rate concession2
 103
 1
 38
 
 
Real estate - commercial mortgage:Real estate - commercial mortgage:       Real estate - commercial mortgage:           
Extend maturity with rate concession5
 2,014
 1
 60
Extend maturity with rate concession
 
 5
 2,014
 1
 60
Extend maturity without rate concession4
 639
 7
 6,781
Extend maturity without rate concession
 
 4
 639
 7
 6,781
Real estate - home equity:Real estate - home equity:       Real estate - home equity:           
Extend maturity with rate concession2
 36
 
 
Extend maturity with rate concession
 
 2
 36
 
 
Extend maturity without rate concession3
 203
 
 
Extend maturity without rate concession89
 4,484
 3
 203
 
 
Bankruptcy52
 2,501
 30
 1,551
Bankruptcy47
 2,671
 52
 2,501
 30
 1,551
Real estate – residential mortgage:
Real estate – residential mortgage:
       Real estate – residential mortgage:
           
Extend maturity with rate concession4
 750
 2
 390
Extend maturity with rate concession
 
 4
 750
 2
 390
Extend maturity without rate concession3
 262
 2
 210
Extend maturity without rate concession2
 315
 3
 262
 2
 210
Bankruptcy7
 2,508
 19
 1,807
Bankruptcy6
 981
 7
 2,508
 19
 1,807
Construction - commercial residential:Construction - commercial residential:       Construction - commercial residential:           
Extend maturity without rate concession1
 1,535
 3
 3,616
Extend maturity without rate concession
 
 1
 1,535
 3
 3,616
Consumer - direct:Consumer - direct:       Consumer - direct:           
Bankruptcy2
 6
 7
 7
Bankruptcy1
 2
 2
 6
 7
 7
Consumer - indirect:Consumer - indirect:       Consumer - indirect:           
Bankruptcy1
 12
 4
 20
Bankruptcy1
 21
 1
 12
 4
 20
                    
TotalTotal96
 $14,416
 86
 $16,397
Total158
 $12,378
 96
 $14,416
 86
 $16,397

The following table presents TDRs, by class segment, as of December 31, 2016, 2015 and 2014 that were modified during the years ended December 31, 2016, 2015 and 2014 and had a post-modification payment default during their respective year of modification. The Corporation defines a payment default as a single missed scheduled payment:
2015 20142016 2015 2014
Number of Loans Recorded Investment Number of Loans Recorded InvestmentNumber of Loans Recorded Investment Number of Loans Recorded Investment Number of Loans Recorded Investment
(dollars in thousands)(dollars in thousands)
Construction - commercial residential $
 2 $1,803

 $
 
 $
 2
 $1,803
Real estate - commercial mortgage4 359
 2 1,660
1
 118
 4
 359
 2
 1,660
Real estate - residential mortgage4 445
 11 1,430
8
 1,500
 4
 445
 11
 1,430
Commercial - secured8 3,549
 4 1,208
6
 2,497
 8
 3,549
 4
 1,208
Commercial - unsecured1
 26
 
 
 
 
Real estate - home equity13 763
 11 961
28
 1,836
 13
 763
 11
 961
Consumer - indirect1
 19
 
 
 
 
Consumer - direct 
 1 1

 
 
 
 1
 1
Total29 $5,116
 31 $7,063
45
 $5,996
 29
 $5,116
 31
 $7,063




94



NOTE 5 – PREMISES AND EQUIPMENT
The following is a summary of premises and equipment as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Land$37,380
 $37,667
$36,097
 $37,380
Buildings and improvements297,018
 287,271
293,836
 297,018
Furniture and equipment136,029
 176,808
137,282
 136,029
Construction in progress16,585
 21,055
21,096
 16,585
487,012
 522,801
488,311
 487,012
Less: Accumulated depreciation and amortization(261,477) (296,774)(270,505) (261,477)
$225,535
 $226,027
$217,806
 $225,535

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
The following table summarizes the changes in goodwill:
 2015 2014 2013
 (in thousands)
Balance at beginning of year$530,593
 $530,607
 $530,656
Other goodwill deductions
 (14) (49)
Balance at end of year$530,593
 $530,593
 $530,607
 2016 2015
 (in thousands)
Goodwill$530,593
 $530,593
Non-amortizing intangible assets963
 963
Balance at end of year$531,556
 $531,556
All of the Corporation’s reporting units passed the 20152016 goodwill impairment test, resulting in no goodwill impairment charges in 20152016. One reporting unit, with total allocated goodwill of $167.5 million, had a fair value that exceeded adjusted net book value by less than 5%. The remaining sixAll reporting units, with total allocated goodwill of $363.1530.6 million, had fair values that exceeded net book values by approximately 51%62% in the aggregate.
The estimated fair values of the Corporation’s reporting units are subject to uncertainty, including future changes in fair values of banks in general and future operating results of reporting units, which could differ significantly from the assumptions used in the valuation of reporting units.
The following table summarizes
Non-amortizing intangible assets asconsist of December 31:trade name intangible assets.


 2015 2014
 Gross Accumulated
Amortization
 Net Gross Accumulated
Amortization
 Net
 (in thousands)
Amortizing:           
Core deposit$50,279
 $(50,279) $
 $50,279
 $(50,054) $225
Other9,123
 (9,123) 
 9,123
 (9,101) 22
Total amortizing59,402
 (59,402) 
 59,402
 (59,155) 247
Non-amortizing963
 
 963
 963
 
 963
 $60,365
 $(59,402) $963
 $60,365
 $(59,155) $1,210

Core deposit intangible assets are amortized using an accelerated method over the estimated remaining life of the acquired core deposits. Other amortizing intangible assets consist primarily of premiums paid on branch acquisitions in prior years that did not qualify for business combinations accounting under FASB ASC Topic 810. As December 31, 2015, all amortizing intangible assets were fully amortized. Amortization expense related to intangible assets totaled $247,000, $1.3 million and $2.4 million in 2015, 2014 and 2013, respectively. No amortization is expected in future years with respect to these intangible assets.


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NOTE 7 – MORTGAGE SERVICING RIGHTS
The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets:
2015 20142016 2015
(in thousands)(in thousands)
Amortized cost:      
Balance at beginning of year$42,148
 $42,452
$40,944
 $42,148
Originations of mortgage servicing rights6,166
 5,047
5,485
 6,166
Amortization expense(7,370) (5,351)(7,607) (7,370)
Balance at end of year$40,944
 $42,148
$38,822
 $40,944
   
Valuation allowance:   
Balance at beginning of year$
 $
Net additions to the valuation allowance(1,291) 
Balance at end of year$(1,291) $
   
Net MSRs at end of year$37,531
 $40,944

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 estimated prepayments. Based on a fair value analysis, the Corporation determined that net additions of $1.3 million to the valuation allowance were appropriate during 2016. No valuation allowance was determined to be necessary as of December 31, 2015.

The estimated fair value of MSRs were $45.3was $38.2 million and $46.0$45.3 million as of December 31, 20152016 and 2014, respectively, which exceeded their book values2015, respectively.
Total MSR amortization expense, recognized as a reduction to mortgage banking income in the consolidated statements of income, was $7.6 million and $7.4 million in 2016 and $5.4 million in 2015, and 2014, respectively. Estimated MSR amortization expense for the next five years, based on balances as of December 31, 20152016 and the estimated remaining lives of the underlying loans, follows (in thousands):
Year  
2016$10,681
20179,292
$6,538
20187,774
6,087
20196,118
5,590
20204,316
5,043
20214,443


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NOTE 8 – DEPOSITS
Deposits consisted of the following as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Noninterest-bearing demand$3,948,114
 $3,640,623
$4,376,137
 $3,948,114
Interest-bearing demand3,451,207
 3,150,612
3,703,712
 3,451,207
Savings and money market accounts3,868,046
 3,504,820
4,179,773
 3,868,046
Time deposits2,864,950
 3,071,451
2,753,242
 2,864,950
$14,132,317
 $13,367,506
Total Deposits$15,012,864
 $14,132,317



Included in time deposits were certificates of deposit equal to or greater than $100,000 of $1.2 billion as of both December 31, 20152016 and 20142015. Time deposits of $250,000 or more were $359.9$374.4 million and $366.7$359.9 million as of December 31, 20152016 and 2014,2015, respectively. The scheduled maturities of time deposits as of December 31, 20152016 were as follows (in thousands):
Year  
2016$1,342,716
2017508,171
$1,333,954
2018239,480
376,599
2019527,480
665,027
2020163,559
182,473
2021105,934
Thereafter83,544
89,255
$2,864,950
$2,753,242


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NOTE 9 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT 
Short-term borrowings as of December 31, 2016, 2015, 2014 and 20132014 and the related maximum amounts outstanding at the end of any month in each of the three years then ended are presented below. The securities underlying the repurchase agreements remain in available for sale investment securities.
December 31, Maximum OutstandingDecember 31, Maximum Outstanding
2015 2014 2013 2015 2014 20132016 2015 2014 2016 2015 2014
(in thousands)(in thousands)
Federal funds purchased$197,235
 $6,219
 $582,436
 $266,338
 $577,581
 $848,179
$278,570
 $197,235
 $6,219
 $449,184
 $266,338
 $577,581
Short-term FHLB advances (1)110,000
 70,000
 400,000
 200,000
 600,000
 600,000

 110,000
 70,000
 
 200,000
 600,000
Customer repurchase agreements111,496
 158,394
 175,621
 212,509
 244,729
 215,305
195,734
 111,496
 158,394
 221,989
 212,509
 244,729
Customer short-term promissory notes78,932
 95,106
 100,572
 93,176
 95,106
 115,129
67,013
 78,932
 95,106
 77,887
 93,176
 95,106
$497,663
 $329,719
 $1,258,629
      $541,317
 $497,663
 $329,719
      

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

As of December 31, 2015,2016, the Corporation had aggregate availability under Federal funds lines of $1.01.1 billion, with $197.2278.6 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities were pledged to the Federal Reserve Bank of Philadelphia to provide access to Federal Reserve Bank Discount Window borrowings. As of December 31, 20152016 and 2014,2015, the Corporation had $1.2 billion and $1.1 billion, respectively, of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

The following table presents information related to customer repurchase agreements:
2015 2014 20132016 2015 2014
(dollars in thousands)(dollars in thousands)
Amount outstanding as of December 31$111,496
 $158,394
 $175,621
$195,734
 $111,496
 $158,394
Weighted average interest rate as of December 310.15% 0.13% 0.12%0.10% 0.15% 0.13%
Average amount outstanding during the year$161,093
 $197,432
 $186,851
$184,978
 $161,093
 $197,432
Weighted average interest rate during the year0.10% 0.10% 0.11%0.11% 0.10% 0.10%

FHLB advances with an original maturity of one year or more and long-term debt included the following as of December 31:31:
2015 20142016 2015
(in thousands)(in thousands)
FHLB advances$587,756
 $673,107
$567,240
 $587,756
Subordinated debt350,000
 300,000
350,000
 350,000
Junior subordinated deferrable interest debentures16,496
 171,136
16,496
 16,496
Unamortized discounts and issuance costs(4,710) (4,830)(4,333) (4,710)
$949,542
 $1,139,413
$929,403
 $949,542



Excluded from the preceding table is the Parent Company’s revolving line of credit with its subsidiary banks. As of December 31, 20152016 and 2014,2015, there were no amounts outstanding under this line of credit. This line of credit, with a total commitment of $100.075.0 million, is secured by equity securities and insurance investments and bears interest at London Interbank Offered Rate (LIBOR)("LIBOR") for maturities of one month plus 2.00%. The amount that the Corporation is permitted to borrow under this commitment at any given time is subject to a formula based on a percentage of the value of the collateral pledged. Although balances drawn on the line of credit and related interest income and expense are eliminated in the consolidated financial statements, this borrowing arrangement is senior to the subordinated debt and the junior subordinated deferrable interest debentures.
FHLB advances mature through October 2022March 2027 and carry a weighted average interest rate of 3.9%2.50%. As of December 31, 2015,2016, the Corporation had an additional borrowing capacity of approximately $2.63.1 billion with the FHLB. Advances from the FHLB are secured by FHLB stock, qualifying residential mortgages, investments and other assets.



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The following table summarizes the scheduled maturities of FHLB advances with an original maturity of one year or more and long-term debt as of December 31, 20152016 (in thousands):
Year  
2016$235,937
2017114,539
$114,415
2018

2019186,760
202,731
2020142,370
142,370
2021199,444
Thereafter269,936
270,443
$949,542
$929,403

In June 2015, the Corporation issued $150.0 million of ten-year subordinated notes, which mature on November 15, 2024 and carry a fixed rate of 4.50% and an effective rate of approximately 4.69% as a result of discounts and issuance costs. Interest is paid semi-annually in May and November. In November 2014, the Corporation issued $100.0 million of ten-yearten-year subordinated notes, which mature on November 15, 2024 and carry a fixed rate of 4.50% and an effective rate of approximately 4.87% as a result of discounts and issuance costs. Interest is paid semi-annually in May and November. In May 2007,, the Corporation issued $100.0$100.0 million of ten-year subordinated notes, which mature on May 1, 2017 and carry a fixed rate of 5.75% and an effective rate of approximately 5.96% as a result of discounts and issuance costs. Interest is paid semi-annually in May and November.November.

On April 1, 2015, $100.0 million of the Corporation's outstanding subordinated debt originally issued in March 2005, with an effective rate of approximately 5.49%, matured and was fully repaid.
As of December 31, 2015, the Parent Company owned all of the common stock of three subsidiary trusts, which have issued TruPS in conjunction with the Parent Company issuing junior subordinated deferrable interest debentures to the trusts. The TruPS are redeemable on specified dates, or earlier if certain events arise. InDuring the third quarter of 2015, $150.0 million of TruPS, with a scheduled maturity of February 1, 2036 and an effective rate of approximately 6.52%, were redeemed. As a result of this transaction, the Corporation recorded a $5.6 million loss on redemption, included as a component of non-interest expense. The loss on redemption consisted of $1.8 million of unamortized issuance costs and $2.5 million, net of a $1.3 million tax effect, of unamortized losses on a cash flow hedge recorded in accumulated other comprehensive income.

As of December 31, 2016, the Parent Company owned all of the common stock of three subsidiary trusts, which have issued TruPS in conjunction with the Parent Company issuing junior subordinated deferrable interest debentures to the trusts. The TruPS are redeemable on specified dates, or earlier if certain events arise.

The following table provides details of the debentures as of December 31, 20152016 (dollars in thousands):
Debentures Issued toFixed/
Variable
 Interest
Rate
 Amount Maturity Callable Call PriceFixed/
Variable
 Interest
Rate
 Amount Maturity Callable Call Price
Columbia Bancorp Statutory TrustVariable 2.88% $6,186
 06/30/34 03/31/16 100.0Variable 3.49% $6,186
 06/30/34 03/31/17 100.0
Columbia Bancorp Statutory Trust IIVariable 2.40% 4,124
 03/15/35 03/15/16 100.0Variable 2.85% 4,124
 03/15/35 03/31/17 100.0
Columbia Bancorp Statutory Trust IIIVariable 2.28% 6,186
 06/15/35 03/15/16 100.0Variable 2.73% 6,186
 06/15/35 03/31/17 100.0
   $16,496
    $16,496
 




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NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS

The following table presents the notional amounts and fair values of derivative financial instruments as of December 31:
2015 20142016 2015
Notional
Amount
 Asset
(Liability)
Fair Value
 Notional
Amount
 Asset
(Liability)
Fair Value
Notional
Amount
 Asset
(Liability)
Fair Value
 Notional
Amount
 Asset
(Liability)
Fair Value
(in thousands)(in thousands)
Interest Rate Locks with Customers              
Positive fair values$87,781
 $1,291
 $89,655
 $1,391
$87,119
 $863
 $87,781
 $1,291
Negative fair values267
 (16) 301
 (6)18,239
 (227) 267
 (16)
Net interest rate locks with customers  1,275
   1,385
  636
   1,275
Forward Commitments              
Positive fair values69,045
 205
 
 
70,031
 2,223
 69,045
 205
Negative fair values16,193
 (24) 93,802
 (1,164)19,964
 (112) 16,193
 (24)
Net forward commitments  181
   (1,164)  2,111
   181
Interest Rate Swaps with Customers              
Positive fair values846,490
 32,915
 468,080
 19,716
876,744
 24,397
 846,490
 32,915
Negative fair values8,757
 (55) 25,418
 (198)583,060
 (16,998) 8,757
 (55)
Net interest rate swaps with customers  32,860
   19,518
  7,399
   32,860
Interest Rate Swaps with Dealer Counterparties              
Positive fair values8,757
 55
 25,418
 198
583,060
 16,998
 8,757
 55
Negative fair values846,490
 (32,915) 468,080
 (19,716)876,744
 (24,397) 846,490
 (32,915)
Net interest rate swaps with dealer counterparties  (32,860)   (19,518)  (7,399)   (32,860)
Foreign Exchange Contracts with Customers              
Positive fair values4,897
 114
 11,616
 810
11,674
 504
 4,897
 114
Negative fair values8,050
 (184) 5,250
 (441)4,659
 (221) 8,050
 (184)
Net foreign exchange contracts with customers  (70)   369
  283
   (70)
Foreign Exchange Contracts with Correspondent Banks              
Positive fair values9,728
 428
 5,287
 446
7,040
 241
 9,728
 428
Negative fair values6,899
 (147) 13,572
 (876)12,869
 (447) 6,899
 (147)
Net foreign exchange contracts with correspondent banks  281
   (430)  (206)   281
Net derivative fair value asset  $1,667
   $160
  $2,824
   $1,667

The following table presents the fair value gains and losses on derivative financial instruments for the years ended December 31:
2015 2014 2013 Statement of Income Classification2016 2015 2014 Statement of Income Classification
(in thousands)  (in thousands)  
Interest rate locks with customers$(110) $577
 $(5,949) Mortgage banking income$(639) $(110) $577
 Mortgage banking income
Forward commitments1,345
 (2,422) 1,466
 Mortgage banking income1,930
 1,345
 (2,422) Mortgage banking income
Interest rate swaps with customers13,342
 20,406
 (7,978) Other non-interest expense(25,461) 13,342
 20,406
 Other non-interest expense
Interest rate swaps with counterparties(13,342) (20,406) 7,978
 Other non-interest expense25,461
 (13,342) (20,406) Other non-interest expense
Foreign exchange contracts with customers(439) 688
 (108) Other service charges and fees353
 (439) 688
 Other service charges and fees
Foreign exchange contracts with correspondent banks711
 (880) 507
 Other service charges and fees(487) 711
 (880) Other service charges and fees
Net fair value gains (losses) on derivative financial instruments$1,507
 $(2,037) $(4,084) $1,157
 $1,507
 $(2,037) 








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The Corporation has elected to record 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 and for the years ended December 31, 20152016 and 20142015:
Cost (1) Fair Value Balance Sheet
Classification
 Fair Value (Loss) Gain Statement of Income ClassificationCost (1) Fair Value Balance Sheet
Classification
 Fair Value Loss Statement of Income Classification
(in thousands)(in thousands)
December 31, 2016:      
Mortgage loans held for sale$28,708
 $28,697
 Loans held for sale $(313) Mortgage banking income
December 31, 2015:            
Mortgage loans held for sale$16,584
 $16,886
 Loans held for sale $(140) Mortgage banking income16,584
 16,886
 Loans held for sale (140) Mortgage banking income
December 31, 2014:      
Mortgage loans held for sale17,080
 17,522
 Loans held for sale 263
 Mortgage banking income
 
(1)Cost basis of mortgage loans held for sale represents the unpaid principal balance.

The fair values of interest rate swap agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets as they are subject to master netting arrangements or similar agreements. The Corporation elects to not offset assets and liabilities subject to such arrangements on the consolidated financial statements. The following table presents the financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets as of December 31:
Gross Amounts Gross Amounts Not Offset  Gross Amounts Gross Amounts Not Offset  
Recognized  on the Consolidated  Recognized  on the Consolidated  
on the Balance Sheets  on the Balance Sheets  
Consolidated Financial Cash NetConsolidated Financial Cash Net
Balance Sheets Instruments (1) Collateral (2) AmountBalance Sheets Instruments (1) Collateral (2) Amount
(in thousands)(in thousands)
2016       
Interest rate swap derivative assets$41,395
 $(15,117) $
 $26,278
Foreign exchange derivative assets with correspondent banks241
 (241) 
 
Total$41,636
 $(15,358) $
 $26,278
       
Interest rate swap derivative liabilities$41,395
 $(15,117) $(4,010) $22,268
Foreign exchange derivative liabilities with correspondent banks447
 (241) (206) 
Total$41,842
 $(15,358) $(4,216) $22,268
       
2015              
Interest rate swap derivative assets$32,970
 $(55) $
 $32,915
$32,970
 $(55) $
 $32,915
Foreign exchange derivative assets with correspondent banks428
 (147) 
 281
428
 (147) 
 281
Total$33,398
 $(202) $
 $33,196
$33,398
 $(202) $
 $33,196
              
Interest rate swap liabilities$32,970
 $(55) $(31,130) $1,785
Interest rate swap derivative liabilities$32,970
 $(55) $(31,130) $1,785
Foreign exchange derivative liabilities with correspondent banks147
 (147) 
 
147
 (147) 
 
Total$33,117
 $(202) $(31,130) $1,785
$33,117
 $(202) $(31,130) $1,785
       
2014       
Interest rate swap derivative assets$19,914
 $(206) $
 $19,708
Foreign exchange derivative assets with correspondent banks446
 (446) 
 
Total$20,360
 $(652) $
 $19,708
       
Interest rate swap liabilities$19,914
 $(206) $(19,210) $498
Foreign exchange derivative liabilities with correspondent banks876
 (446) (310) 120
Total$20,790
 $(652) $(19,520) $618

(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 posted on interest rate swap transactions and foreign exchange contracts with financial institution counterparties. Interest rate swaps with customers are collateralized by 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 11 – REGULATORY MATTERS
Regulatory Capital Requirements
The Corporation’s subsidiary banks are subject to regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the subsidiary banks must meet specific capital guidelines that involve quantitative measures of the subsidiary banks’ assets, liabilities, and certain off-balance sheet items as calculated under regulatory

101




accounting practices. The subsidiary banks’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
U.S. Basel III Capital Rules
In July 2013, the Federal Reserve Board approved final rules (the U.S."U.S. Basel III Capital Rules)Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.
The new minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and become fully phased in on January 1, 2019.
When fully phased in, the U.S. Basel III Capital Rules will require the Corporation and its bank subsidiaries to:
Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 capital of 6.00% of risk-weighted assets;
Continue to require the currenta minimum Total capital ratio of 8.00% of risk-weighted assets and thea minimum Tier 1 leverage capital ratio of 4.00% of average assets;
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; and
Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Corporation's size. In July 2015, the previously outstanding trust preferred securities issued by Fulton Capital Trust I were redeemed.
The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expand 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, resulting in higher risk weights for a variety of asset categories.

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements. The required minimum capital conservation buffer began to be phased in incrementally, starting at 0.625%, on January 1, 2016, and will increaseincreasing to 1.25% on January 1, 2017, and will continue to increase to 1.875% on January 1, 2018 and 2.50% on January 1, 2019. The rules provide that the failure to maintain the "capital conservation buffer" will result in restrictions on capital distributions and discretionary cash bonus payments to executive officers. As a result, under the U.S. Basel III Capital Rules, if any of the Corporation's bank subsidiaries fails to maintain the required minimum capital conservation buffer, the Corporation will be subject to limits, and possibly prohibitions, on its ability to obtain capital distributions from such subsidiaries. If the Corporation does not receive sufficient cash dividends from its bank subsidiaries, it may not have sufficient funds to pay dividends on its capital stock, service its debt obligations or repurchase its common stock. In addition, the restrictions on payments of discretionary cash bonuses to executive officers may make it more difficult for the Corporation to retain key personnel.
As of December 31, 2015,2016, the Corporation believes its current capital levels would meet the fully-phased infully phased-in minimum capital requirements, including the new capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.
As of December 31, 20152016 and 2014,2015, each of the Corporation’s subsidiary banks werewas 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 following table. There are no conditions or events since December 31, 20152016 that management believes have changed the institutions’ categories.


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The following table presents the Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage requirements for the Corporation and its four significant subsidiaries Fulton Bank, N.A., Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank with total assets in excess of $1 billion, as of December 31, 2015,2016, under the U.S. Basel III Capital Rules:
20152016
Actual For Capital
Adequacy Purposes
 Well CapitalizedActual For Capital
Adequacy Purposes
 Well Capitalized
Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
(dollars in thousands)(dollars in thousands)
Total Capital (to Risk-Weighted Assets):                      
Corporation$1,997,926
 13.2% $1,214,868
 8.0% N/A
 N/A
$2,074,526
 13.2% $1,255,292
 8.0% N/A
 N/A
Fulton Bank, N.A.1,088,709
 12.2
 714,734
 8.0
 $893,418
 10.0%1,142,326
 12.2
 747,359
 8.0
 $934,199
 10.0%
Fulton Bank of New Jersey373,465
 12.6
 236,691
 8.0
 295,864
 10.0
385,807
 13.1
 234,782
 8.0
 293,427
 10.0
The Columbia Bank211,355
 13.7
 123,260
 8.0
 154,075
 10.0
203,890
 12.2
 133,836
 8.0
 167,294
 10.0
Lafayette Ambassador Bank172,345
 14.1
 97,792
 8.0
 122,240
 10.0
175,254
 14.6
 96,100
 8.0
 120,125
 10.0
Tier I Capital (to Risk-Weighted Assets):                      
Corporation$1,544,495
 10.2% $911,151
 6.0% N/A
 N/A
$1,637,150
 10.4% $941,469
 6.0% N/A
 N/A
Fulton Bank, N.A1,000,603
 11.2
 536,051
 6.0
 $714,734
 8.0%1,050,175
 11.2
 560,519
 6.0
 $747,359
 8.0%
Fulton Bank of New Jersey336,319
 11.4
 177,518
 6.0
 236,691
 8.0
348,992
 11.9
 176,086
 6.0
 234,782
 8.0
The Columbia Bank192,090
 12.5
 92,445
 6.0
 123,260
 8.0
185,983
 11.1
 100,377
 6.0
 133,836
 8.0
Lafayette Ambassador Bank162,092
 13.3
 73,344
 6.0
 97,792
 8.0
166,186
 13.8
 72,075
 6.0
 96,100
 8.0
Common Equity Tier I Capital (to Risk-weighted Assets):                      
Corporation$1,541,214
 10.2% $683,363
 4.5% N/A N/A$1,637,150
 10.4% $706,102
 4.5% N/A N/A
Fulton Bank, N.A956,603
 10.7
 402,038
 4.5
 $580,721
 6.5%1,006,175
 10.8
 420,389
 4.5
 $607,229
 6.5%
Fulton Bank of New Jersey336,319
 11.4
 133,139
 4.5
 192,311
 6.5
348,992
 11.9
 132,065
 4.5
 190,760
 6.5
The Columbia Bank192,090
 12.5
 69,334
 4.5
 100,149
 6.5
185,983
 11.1
 72,282
 4.5
 108,741
 6.5
Lafayette Ambassador Bank162,092
 13.3
 55,008
 4.5
 79,456
 6.5
166,186
 13.8
 54,056
 4.5
 78,081
 6.5
Tier I Capital (to Average Assets):                      
Corporation$1,544,495
 9.0% $688,500
 4.0% N/A
 N/A
$1,637,150
 9.0% $727,745
 4.0% N/A
 N/A
Fulton Bank, N.A1,000,603
 10.2
 391,783
 4.0
 $489,729
 5.0%1,050,175
 10.1
 415,981
 4.0
 $519,977
 5.0%
Fulton Bank of New Jersey336,319
 9.5
 141,257
 4.0
 176,572
 5.0
348,992
 9.4
 148,472
 4.0
 185,590
 5.0
The Columbia Bank192,090
 9.7
 79,618
 4.0
 99,523
 5.0
185,983
 8.6
 86,310
 4.0
 107,888
 5.0
Lafayette Ambassador Bank162,092
 11.0
 59,152
 4.0
 73,940
 5.0
166,186
 10.9
 61,129
 4.0
 76,412
 5.0
N/A – Not applicable as "well capitalized" applies to banks only.


103




The following table presents the Total risk-based, Tier I risk-based and Tier I leverage requirements as of December 31, 2014,2015, under the capital standards in existence prior to the U.S. Basel III Capital Rules:

20142015
Actual For Capital
Adequacy Purposes
 Well CapitalizedActual For Capital
Adequacy Purposes
 Well Capitalized
Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
(dollars in thousands)(dollars in thousands)
Total Capital (to Risk-Weighted Assets):                      
Corporation$1,970,569
 14.7% $1,076,013
 8.0% N/A
 N/A
$1,997,926
 13.2% $1,214,868
 8.0% N/A
 N/A
Fulton Bank, N.A.1,065,445
 13.2
 643,791
 8.0
 $804,739
 10.0%1,088,709
 12.2
 714,734
 8.0
 $893,418
 10.0%
Fulton Bank of New Jersey347,235
 13.1
 211,823
 8.0
 264,779
 10.0
373,465
 12.6
 236,691
 8.0
 295,864
 10.0
The Columbia Bank203,109
 13.5
 119,934
 8.0
 149,917
 10.0
211,355
 13.7
 123,260
 8.0
 154,075
 10.0
Lafayette Ambassador Bank167,800
 15.9
 84,407
 8.0
 105,508
 10.0
172,345
 14.1
 97,792
 8.0
 122,240
 10.0
Tier I Capital (to Risk-Weighted Assets):                      
Corporation$1,655,853
 12.3
 $538,007
 4.0% N/A
 N/A
$1,544,495
 10.2% $911,151
 6.0% N/A
 N/A
Fulton Bank, N.A977,547
 12.1
 321,896
 4.0
 $482,843
 6.0%1,000,603
 11.2
 536,051
 6.0
 $714,734
 8.0%
Fulton Bank of New Jersey313,843
 11.9
 105,911
 4.0
 158,867
 6.0
336,319
 11.4
 177,518
 6.0
 236,691
 8.0
The Columbia Bank184,331
 12.3
 59,967
 4.0
 89,950
 6.0
192,090
 12.5
 92,445
 6.0
 123,260
 8.0
Lafayette Ambassador Bank154,817
 14.7
 42,203
 4.0
 63,305
 6.0
162,092
 13.3
 73,344
 6.0
 97,792
 8.0
Common Equity Tier I Capital (to Risk-weighted Assets):           
Corporation$1,541,214
 10.2% $683,363
 4.5% N/A
 N/A
Fulton Bank, N.A956,603
 10.7
 402,038
 4.5
 $580,721
 6.5%
Fulton Bank of New Jersey336,319
 11.4
 133,139
 4.5
 192,311
 6.5
The Columbia Bank192,090
 12.5
 69,334
 4.5
 100,149
 6.5
Lafayette Ambassador Bank162,092
 13.3
 55,008
 4.5
 79,456
 6.5
Tier I Capital (to Average Assets):                      
Corporation$1,655,853
 10.0
 $663,421
 4.0% N/A
 N/A
$1,544,495
 9.0% $688,500
 4.0% N/A
 N/A
Fulton Bank, N.A977,547
 10.5
 373,288
 4.0
 $466,610
 5.0%1,000,603
 10.2
 391,783
 4.0
 $489,729
 5.0%
Fulton Bank of New Jersey313,843
 9.4
 133,580
 4.0
 166,975
 5.0
336,319
 9.5
 141,257
 4.0
 176,572
 5.0
The Columbia Bank184,331
 9.4
 78,186
 4.0
 97,733
 5.0
192,090
 9.7
 79,618
 4.0
 99,523
 5.0
Lafayette Ambassador Bank154,817
 10.8
 57,132
 4.0
 71,416
 5.0
162,092
 11.0
 59,152
 4.0
 73,940
 5.0
N/A – Not applicable as "well capitalized" applies to banks only.
Dividend and Loan Limitations
The dividends that may be paid by subsidiary banks to the Parent Company are subject to certain legal and regulatory limitations. Dividend limitations vary, depending on the subsidiary bank’s charter and primary regulator and whether or not it is a member of the Federal Reserve System. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels. Additionally, limits may exist on paying dividends in excess of net income for specified periods. The total amount available for payment of dividends by subsidiary banks was approximately $236$233 million as of December 31, 2015,2016, based on the subsidiary banks maintaining enough capital to be considered well capitalized under the U.S. Basel III Capital Rules.
Under current Federal Reserve regulations, the subsidiary banks are limited in the amount they may loan to their affiliates, including the Parent Company. Loans to a single affiliate may not exceed 10%, and the aggregate of loans to all affiliates may not exceed 20% of each bank subsidiary’s regulatory capital.

Regulatory Enforcement Orders

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

104



the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.


NOTE 12 – INCOME TAXES
The components of the provision for income taxes are as follows:

2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Current tax expense:
 
 

 
 
Federal$34,455
 $32,957
 $38,573
$33,872
 $34,455
 $32,957
State2,042
 1,126
 687
1,698
 2,042
 1,126

36,497
 34,083
 39,260
35,570
 36,497
 34,083
Deferred tax expense (benefit):

 

 

Deferred tax expense:

 

 

Federal12,752
 18,523
 15,357
7,968
 12,752
 18,523
State672
 
 (3,532)3,086
 672
 

13,424
 18,523
 11,825
11,054
 13,424
 18,523
Income tax expense$49,921
 $52,606
 $51,085
$46,624
 $49,921
 $52,606
The differences between the effective income tax rate and the federal statutory income tax rate are as follows:
2015 2014 20132016 2015 2014
Statutory tax rate35.0 % 35.0 % 35.0 %35.0 % 35.0 % 35.0 %
Tax credit investments(7.0) (5.2) (4.9)
Tax-exempt income(6.0) (5.4) (5.2)(6.5) (6.0) (5.4)
Tax Credit Investments(5.2) (4.9) (4.9)
State income taxes, net of federal benefit1.2
 1.9
 1.2
Bank owned life insurance(0.6) (0.6) (0.5)
Change in valuation allowance(0.9) (0.8) (2.0)0.3
 (0.9) (0.8)
Bank owned life insurance(0.6) (0.5) (0.5)
State income taxes, net of federal benefit1.9
 1.2
 1.1
Executive compensation0.1
 0.1
 0.1
0.1
 0.1
 0.1
Other, net0.7
 (0.3) 0.4
(0.1) 0.7
 (0.3)
Effective income tax rate25.0 % 24.4 % 24.0 %22.4 % 25.0 % 24.4 %

105




The net deferred tax asset recorded by the Corporation is included in other assets and consists of the following tax effects of temporary differences as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Deferred tax assets:      
Allowance for credit losses$62,846
 $68,407
$62,726
 $62,846
Postretirement and defined benefit plans13,070
 16,017
12,659
 13,070
Unrealized holding losses on securities available for sale12,260
 3,250
Deferred compensation11,839
 12,486
12,017
 11,839
State loss carryforwards11,170
 12,960
9,820
 11,170
Other accrued expenses7,142
 7,335
9,520
 7,142
Other-than-temporary impairment of investments5,501
 8,126
5,187
 5,501
Unrealized holding losses on securities available for sale3,250
 
Other10,165
 8,433
8,500
 10,165
Total gross deferred tax assets124,983
 133,764
132,689
 124,983
Deferred tax liabilities:      
Direct leasing20,309
 12,399
27,663
 20,309
Mortgage servicing rights14,582
 15,004
13,369
 14,582
Acquisition premiums/discounts8,897
 8,200
9,167
 8,897
Premises and equipment5,955
 7,897
5,625
 5,955
Intangible assets1,614
 1,382
1,810
 1,614
Unrealized holding gains on securities available for sale
 3,949
Other9,593
 7,960
12,530
 9,593
Total gross deferred tax liabilities60,950
 56,791
70,164
 60,950
Net deferred tax asset, before valuation allowance64,033
 76,973
62,525
 64,033
Valuation allowance(8,359) (10,187)(8,950) (8,359)
Net deferred tax asset$55,674
 $66,786
$53,575
 $55,674
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and/or capital gain income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies, such as those that may be implemented to generate capital gains, in making this assessment.

The valuation allowance relates to state deferred tax assets and net operating loss carryforwards for which realizability is uncertain. As of December 31, 20152016 and 20142015, the Corporation had state net operating loss carryforwards of approximately $424391 million and $451424 million, respectively, which are available to offset future state taxable income, and expire at various dates through 20352036.

The Corporation has $5.35.0 million of deferred tax assets resulting from unrealized other-than-temporary impairment losses on investment securities, which would be characterized as capital losses for tax purposes. If realized, the income tax benefits of these potential capital losses can only be recognized for tax purposes to the extent of capital gains generated during carryback and carryforward periods. Other deferred tax assets include $3.4$2.5 million related to realized capital losses on sales of investment securities that have not been deducted on tax returns as there were no capital gains available for offset in the current or carryback periods. These losses will begin to expire in 2016.2018. If sufficient capital gains are not realized during this period, some or all of this deferred tax asset may need to be written off through a charge to income tax expense. The Corporation currently believes that it has the ability to generate sufficient offsetting capital gains in future periods through the execution of certain tax planning strategies, which may include the sale and leaseback of some or all of its branch and office properties. As such, no valuation allowance for the deferred tax assets related to the realized or unrealized capital losses is considered to be necessary as of December 31, 20152016.

Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Corporation will realize the benefits of its deferred tax assets, net of the valuation allowance, as of December 31, 20152016.


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Uncertain Tax Positions
The following summarizes the changes in unrecognized tax benefits for the years ended December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Balance at beginning of year$1,944
 $1,651
 $1,453
$2,373
 $1,944
 $1,651
Prior period tax positions
 188
 

 
 188
Current period tax positions492
 269
 318
456
 492
 269
Lapse of statute of limitations(63) (164) (120)(391) (63) (164)
Balance at end of year$2,373
 $1,944
 $1,651
$2,438
 $2,373
 $1,944

Virtually all of the Corporation’s unrecognized tax benefits are for positions that are taken on an annual basis on state tax returns.Increases to unrecognized tax benefits will generally occur as a result of accruing for the nonrecognition of the position for the current year.Decreases will occur as a result of the lapsing of the statute of limitations for the oldest outstanding year which includes the position.These offsetting increases and decreases are likely to continue in the future, including over the next twelve months.While the net effect on future total unrecognized tax benefits cannot be reasonably estimated, approximately $391,000 is expected to reverse in 2016 due to lapsing of the statute of limitations. Decreases can also occur through the settlement of positions with taxing authorities.
The $188,000 increase for prior period tax positions in 2014 resulted from changes in state case law, which impacted the estimated amount of positions taken in prior years that will ultimately be recognized.
As of December 31, 2015,2016, if recognized, all of the Corporation’s unrecognized tax benefits would impact the effective tax rate. Not included in the table above is $806,000$845,000 of federal income tax expensebenefit on unrecognized state tax benefits which, if recognized, would also impact the effective tax rate. Interest accrued related to unrecognized tax benefits is recorded as a component of income tax expense. Penalties, if incurred, would also be recognized in income tax expense. The Corporation recognized approximately $43,000 and $46,000 ofin 2016 and 2015, respectively, for interest and penalty expense, net of reversals,penalties in income tax expense related to unrecognized tax positions in 2015.positions. As of December 31, 20152016 and 2014,2015, total accrued interest and penalties related to unrecognized tax positions were approximately $531,000$574,000 and $485,000,$531,000, respectively.

The Corporation and its subsidiaries file income tax returns in the federal and various state jurisdictions. In most cases, unrecognized tax benefits are related to tax years that remain subject to examination by the relevant taxing authorities. With few exceptions, the Corporation is no longer subject to federal, state and local examinations by tax authorities for years before 20122013.

NOTE 13 – EMPLOYEE BENEFIT PLANS
The following summarizes the Corporation’s expense under its retirement plans for the years ended December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
401(k) Retirement Plan$6,423
 $8,643
 $11,807
$7,418
 $6,423
 $8,643
Pension Plan4,102
 1,514
 2,477
4,310
 4,102
 1,514
$10,525
 $10,157
 $14,284
$11,728
 $10,525
 $10,157

The 401(k) Retirement Plan is a defined contribution plan under which eligible employees may defer a portion of their pre-tax covered compensation on an annual basis, with employer matches of up to 5% of employee compensation. Employee and employer contributions under these features are 100% vested. Prior to January 1, 2015, this plan also included a profit sharing component whereby additional employer contributions not to exceed 5% of each eligible employee’s covered compensation, were provided for certain employees.

Contributions to the Defined Benefit Pension Plan (Pension Plan)("Pension Plan") are actuarially determined and funded annually, if necessary. The Corporation recognizes the funded status of its Pension Plan on the consolidated balance sheets and recognizes the changes in that funded status through other comprehensive income. The Pension Plan has been curtailed, with no additional benefits accruing to participants.


107















Pension Plan

The net periodic pension cost for the Pension Plan, as determined by consulting actuaries, consisted of the following components for the years ended December 31:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Service cost (1)$579
 $367
 $202
$688
 $579
 $367
Interest cost3,405
 3,413
 3,087
3,520
 3,405
 3,413
Expected return on assets(3,009) (3,240) (3,194)(2,318) (3,009) (3,240)
Net amortization and deferral3,127
 974
 2,382
2,420
 3,127
 974
Net periodic pension cost$4,102
 $1,514
 $2,477
$4,310
 $4,102
 $1,514
 
(1)The Pension Plan was curtailed effective January 1, 2008. Pension plan service cost for all years presented was related to administrative costs associated with the plan and not due to the accrual of additional participant benefits.
The following table summarizes the changes in the projected benefit obligation and fair value of plan assets for the plan years ended December 31:
2015 20142016 2015
(in thousands)(in thousands)
Projected benefit obligation at beginning of year$93,079
 $73,362
$84,736
 $93,079
Service cost579
 367
688
 579
Interest cost3,405
 3,413
3,520
 3,405
Benefit payments(3,904) (5,164)(5,172) (3,904)
Change due to change in assumptions(7,722) 22,055
Change in assumptions1,635
 (7,722)
Experience gain(701) (954)(44) (701)
Projected benefit obligation at end of year$84,736
 $93,079
$85,363
 $84,736
      
Fair value of plan assets at beginning of year$51,730
 $55,448
$46,971
 $51,730
Actual return on assets(855) 1,446
Employer contributions (1)
5,169
 
Actual return on plan assets1,716
 (855)
Benefit payments(3,904) (5,164)(5,172) (3,904)
Fair value of plan assets at end of year$46,971
 $51,730
$48,684
 $46,971
(1) The Corporation funds at least the minimum amount required by the funding requirements of federal law and regulations. The corporation contributed $5.2 million to the Pension Plan during 2016. There were no contributions to the Pension Plan in 2015.

The following table presents the funded status of the Pension Plan, included in other liabilities on the consolidated balance sheets, as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Projected benefit obligation$(84,736) $(93,079)$(85,363) $(84,736)
Fair value of plan assets46,971
 51,730
48,684
 46,971
Funded status$(37,765) $(41,349)$(36,679) $(37,765)












The following table summarizes the changes in the unrecognized net loss included as a component of accumulated other comprehensive loss:

Unrecognized Net Loss Unrecognized Net Loss 
Gross of tax Net of taxGross of tax Net of tax
(in thousands)(in thousands)
Balance as of December 31, 2013$16,161
 $10,505
Recognized as a component of 2014 periodic pension cost(974) (633)
Unrecognized losses arising in 201422,895
 14,882
Balance as of December 31, 201438,082
 24,754
$38,082
 $24,754
Recognized as a component of 2015 periodic pension cost(3,127) (2,033)(3,127) (2,033)
Unrecognized gains arising in 2015(4,559) (2,963)(4,559) (2,963)
Balance as of December 31, 2015$30,396
 $19,758
30,396
 19,758
Recognized as a component of 2016 periodic pension cost(2,420) (1,573)
Unrecognized losses arising in 20162,193
 1,425
Balance as of December 31, 2016$30,169
 $19,610

108



The total amount of unrecognized net loss that will be amortized as a component of net periodic pension cost in 20162017 is expected to be $2.4$2.7 million.

The following rates were used to calculate net periodic pension cost and the present value of benefit obligations as of December 31:
2015 2014 20132016 2015 2014
Discount rate-projected benefit obligation4.25% 3.75% 4.75%4.00% 4.25% 3.75%
Expected long-term rate of return on plan assets6.00% 6.00% 6.00%5.00% 6.00% 6.00%
As of December 31, 20152016 and 2014,2015, the discount rate used was determined using the Citigroup Average Life discount rate table, as adjusted based on the Pension Plan's expected benefit payments and rounded to the nearest 0.25%.
The 6.00%5.00% long-term rate of return on plan assets used to calculate the net periodic pension cost was based on historical returns, adjusted for expectations of long-term asset returns based on the December 31, 20152016 weighted average asset allocations. The expected long-term return is considered to be appropriate based on the asset mix and the historical returns realized.

The following table presents a summary of the fair values of the Pension Plan’s assets as of December 31:
2015 20142016 2015
Estimated
Fair Value
 % of Total
Assets
 Estimated
Fair Value
 % of Total
Assets
Estimated
Fair Value
 % of Total
Assets
 Estimated
Fair Value
 % of Total
Assets
(dollars in thousands)(dollars in thousands)
Equity mutual funds$8,269
 
 $8,503
 
$12,689
 
 $8,269
 
Equity common trust funds6,350
 
 6,018
 
7,936
 
 6,350
 
Equity securities14,619
 31.1% 14,521
 28.1%20,625
 42.4% 14,619
 31.1%
Cash and money market funds8,196
 
 8,957
 
7,149
 
 8,196
 
Fixed income mutual funds9,578
 
 9,845
 
10,540
 
 9,578
 
Corporate debt securities3,749
 
 4,971
 
3,252
 
 3,749
 
U.S. Government agency securities2,881
 

 3,856
 

496
 

 2,881
 

Fixed income securities and cash24,404
 52.0% 27,629
 53.4%21,437
 44.0% 24,404
 52.0%
Other alternative investment funds7,948
 16.9% 9,580
 18.5%6,622
 13.6% 7,948
 16.9%

$46,971
 100.0% $51,730
 100.0%$48,684
 100.0% $46,971
 100.0%

Investment allocation decisions are made by a retirement plan committee. The goal of the investment allocation strategy is to match certain benefit obligations with maturities of fixed income securities. Pension Plan assets are invested with a conservative growthbalanced objective, with target asset allocations of approximately 25%50% in equities, 55%40% in fixed income securities and cash and 20%10% in alternative investments. Alternative investments may include managed futures, commodities, real estate investment trusts, master limited partnerships, and long-short strategies with traditional stocks and bonds. All alternative investments are in the form of mutual funds, not individual contracts, to enable daily liquidity.


The fair values for all assets held by the Pension Plan, excluding equity common trust funds, are based on quoted prices for identical instruments and would be categorized as Level 1 assets under FASB ASC Topic 810. Equity common trust funds would be categorized as Level 2 assets under FASB ASC Topic 810.
Estimated future benefit payments are as follows (in thousands):
Year  
2016$3,125
20173,367
$3,409
20183,727
3,742
20193,838
3,831
20204,227
4,213
2021 – 202523,903
20214,410
2022 – 202624,219
$42,187
$43,824




109



Postretirement Benefits

The Corporation provides medical benefits and life insurance benefits under a postretirement benefits plan (Postretirement Plan)("Postretirement Plan") to certain retired full-time employees who were employees of the Corporation prior to January 1, 1998.1998. Prior to February 1, 2014, certain full-time employees became eligible for these discretionary benefits if they reached retirement age while working for the Corporation. The Corporation recognizes the funded status of the postretirement plan on the consolidated balance sheets and recognizes the changes in that funded status through other comprehensive income.

Effective February 1,In 2015, the Corporation amended the postretirement plan to eliminate a death benefit provision and to fix the cost of health insurance premiums paid for by each participant. This amendment resulted in a $2.5 million decrease in the postretirement benefit obligation that will be amortized to income over the estimated average remaining life of plan participants, or approximately 14 years.

In 2014, the Corporation amended the Postretirement Plan, making all active full-time employees ineligible for benefits under this plan. As a result of this amendment, the Corporation recorded a $1.5 million curtailment gain as a reduction to salaries and employee benefits expense in 2014. The curtailment gain resulted from the recognition of the remaining pre-curtailment prior service cost as of December 31, 2013. In addition, this amendment resulted in a $3.4 million decrease in the accumulated postretirement benefit obligation and a corresponding increase in unrecognized prior service cost credits.

In 2015, the Corporation amended the postretirement plan to eliminate a death benefit provision and to fix the cost of health insurance premiums paid for by each participant. This amendment resulted in a $2.5 million decrease in the postretirement benefit obligation that will be amortized to income over the estimated average remaining life of plan participants, or approximately 14 years.

The components of the net (benefit) expense for postretirement benefits other than pensions are as follows:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Service cost$
 $15
 $228
$
 $
 $15
Interest cost206
 206
 322
85
 206
 206
Expected return on plan assets
 
 (1)
Net amortization and deferral(258) (347) (363)(551) (258) (347)
Net postretirement benefit cost$(52) $(126) $186
$(466) $(52) $(126)

















The following table summarizes the changes in the accumulated postretirement benefit obligation and fair value of plan assets for the years ended December 31:
2015 20142016 2015
(in thousands)(in thousands)
Accumulated postretirement benefit obligation at beginning of year$5,552
 $8,169
$2,875
 $5,552
Service cost
 15
Interest cost206
 206
85
 206
Benefit payments(251) (209)(282) (251)
Experience gain189
 (532)(732) 189
Change due to change in assumptions(2,821) 1,261
Effect of curtailment
 (3,358)
Change in assumptions(20) (2,821)
Accumulated postretirement benefit obligation at end of year$2,875
 $5,552
$1,926
 $2,875
      
Fair value of plan assets at beginning of year$8
 $23
$15
 $8
Employer contributions258
 194
270
 258
Benefit payments(251) (209)(282) (251)
Fair value of plan assets at end of year$15
 $8
$3
 $15


110




The following table presents the funded status of the Postretirement Plan, included in other liabilities on the consolidated balance sheets as of December 31:
2015 20142016 2015
(in thousands)(in thousands)
Accumulated postretirement benefit obligation$(2,875) $(5,552)$(1,926) $(2,875)
Fair value of plan assets15
 8
3
 15
Funded status$(2,860) $(5,544)$(1,923) $(2,860)

The following table summarizes the changes in items recognized as a component of accumulated other comprehensive loss:
 Gross of tax  
 Unrecognized
Prior Service
Cost
 Unrecognized
Net Loss (Gain)
 Total Net of tax
 (in thousands)
Balance as of December 31, 2013$(1,484) $(1,137) $(2,621) $(1,704)
Recognized as a component of 2014 postretirement benefit cost, prior to curtailment32
 10
 42
 26
Unrecognized gains arising in 2014, prior to curtailment
 (313) (313) (203)
Curtailment gain1,452
 
 1,452
 944
Recognized as a component of 2014 postretirement benefit cost, after curtailment235
 70
 305
 199
Unrecognized gains arising in 2014, after curtailment(3,358) 1,034
 (2,324) (1,511)
Balance as of December 31, 2014(3,123) (336) (3,459) (2,249)
Recognized as a component of 2015 postretirement benefit cost258
 
 258
 168
Unrecognized gains arising in 2015(2,469) (172) (2,641) (1,717)
Balance as of December 31, 2015$(5,334) $(508) $(5,842) $(3,798)
 Gross of tax  
 Unrecognized
Prior Service
Cost
 Unrecognized
Net Loss (Gain)
 Total Net of tax
 (in thousands)
Balance as of December 31, 2014$(3,123) $(336) $(3,459) $(2,249)
Recognized as a component of 2015 postretirement benefit cost258
 
 258
 168
Unrecognized gains arising in 2015(2,469) (172) (2,641) (1,717)
Balance as of December 31, 2015(5,334) (508) (5,842) (3,798)
Recognized as a component of 2016 postretirement benefit cost465
 86
 551
 358
Unrecognized gains arising in 2016
 (761) (761) (495)
Balance as of December 31, 2016$(4,869) $(1,183) $(6,052) $(3,935)
For measuring the postretirement benefit obligation, the annual increase in the per capita cost of health care benefits was assumed to be 6.5% in year one, declining to an ultimate rate of 6.0% by year two. Assuming a 1.0% increase in the health care cost trend rate above the assumed annual increase, the accumulated postretirement benefit obligation would increase by approximately $385,000 and the current period expense would increase by approximately $15,000. Conversely, a 1.0% decrease in the health care cost trend rate would decrease the accumulated postretirement benefit obligation by approximately $340,000 and the current period expense by approximately $15,000.
The following rates were used to calculate net periodic postretirement benefit cost and the present value of benefit obligations as of December 31:
2015 2014 20132016 2015 2014
Discount rate-projected benefit obligation4.25% 3.75% 4.75%4.25% 4.25% 3.75%
Expected long-term rate of return on plan assets3.00% 3.00% 3.00%3.00% 3.00% 3.00%
As of December 31, 20152016 and 20142015, the discount rate used to calculate the accumulated postretirement benefit obligation was determined using the Citigroup Average Life discount rate table, as adjusted based on the Postretirement Plan's expected benefit payments and rounded to the nearest 0.25%.







Estimated future benefit payments under the Postretirement Plan are as follows (in thousands):
Year  
2016$342
2017317
$237
2018296
222
2019275
207
2020255
193
2021 – 2025995
2021178
2022 – 2026695
$2,480
$1,732

111






NOTE 14 – SHAREHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss)
The following table presents the components of other comprehensive income (loss) for the years ended December 31: 

Before-Tax Amount Tax Effect Net of Tax AmountBefore-Tax Amount Tax Effect Net of Tax Amount
(in thousands)(in thousands)
2016:     
Unrealized loss on securities$(22,907) $8,016
 $(14,891)
Reclassification adjustment for securities gains included in net income (1)
(2,550) 893
 (1,657)
Non-credit related unrealized loss on other-than-temporarily impaired debt securities(285) 100
 (185)
Amortization of unrealized loss on derivative financial instruments (2)
25
 (9) 16
Unrecognized pension and postretirement cost(1,432) 501
 (931)
Amortization of net unrecognized pension and postretirement items (3)
1,869
 (653) 1,216
Total Other Comprehensive Loss$(25,280) $8,848
 $(16,432)
2015:          
Unrealized loss on securities$(11,872) $4,155
 $(7,717)$(11,872) $4,155
 $(7,717)
Reclassification adjustment for securities gains included in net income (1)(9,066) 3,174
 (5,892)(9,066) 3,174
 (5,892)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)3,778
 (1,322) 2,456
3,778
 (1,322) 2,456
Non-credit related unrealized gains on other-than-temporarily impaired debt securities368
 (129) 239
368
 (129) 239
Unrealized gain on derivative financial instruments115
 (40) 75
Amortization of unrealized loss on derivative financial instruments (2)
115
 (40) 75
Unrecognized pension and postretirement cost7,200
 (2,520) 4,680
7,200
 (2,520) 4,680
Amortization of net unrecognized pension and postretirement income (3)2,869
 (1,005) 1,864
Amortization of net unrecognized pension and postretirement items (3)
2,869
 (1,005) 1,864
Total Other Comprehensive Loss$(6,608) $2,313
 $(4,295)$(6,608) $2,313
 $(4,295)
2014:          
Unrealized gain on securities$51,901
 $(18,167) $33,734
$51,901
 $(18,167) $33,734
Reclassification adjustment for securities gains included in net income (1)(2,041) 714
 (1,327)(2,041) 714
 (1,327)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities1,200
 (420) 780
1,200
 (420) 780
Unrealized gain on derivative financial instruments209
 (73) 136
Amortization of unrealized loss on derivative financial instruments (2)
209
 (73) 136
Reclass adjustment for postretirement plan gain included in net income (3)(1,452) 508
 (944)(1,452) 508
 (944)
Unrecognized pension and postretirement income(20,258) 7,090
 (13,168)(20,258) 7,090
 (13,168)
Amortization of net unrecognized pension and postretirement income (3)627
 (219) 408
Amortization of net unrecognized pension and postretirement items (3)
627
 (219) 408
Total Other Comprehensive Income$30,186
 $(10,567) $19,619
$30,186
 $(10,567) $19,619
2013:     
Unrealized loss on securities$(76,319) $26,712
 $(49,607)
Reclassification adjustment for securities gains included in net income (1)(8,004) 2,801
 (5,203)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities3,042
 (1,065) 1,977
Unrealized gain on derivative financial instruments209
 (73) 136
Unrecognized pension and postretirement cost12,875
 (4,506) 8,369
Amortization of net unrecognized pension and postretirement income (3)$2,019
 $(707) $1,312
Total Other Comprehensive Loss$(66,178) $23,162
 $(43,016)

(1)Amounts reclassified out of accumulated other comprehensive loss. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See "Note 3 - Investment Securities," for additional details.
(2)AmountAmounts reclassified out of accumulated other comprehensive loss. Before-tax amountamounts included in "Loss on redemption of trust preferred securities""Interest Expense" on the consolidated statements of income. See "Note 9 - Short-Term Borrowings and Long-Term Debt," for additional details.
(3)Amounts reclassified out of accumulated other comprehensive loss. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.

112




The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31: 
Unrealized Gain (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 (Cost) Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps TotalUnrealized Gain (Losses) on Investment Securities Not Other-Than-Temporarily Impaired Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps Unrecognized Pension and Postretirement Plan Income (Cost) Total
(in thousands)(in thousands)
Balance as of December 31, 2012$26,362
 $613
 $(18,482) $(2,818) $5,675
Other comprehensive income (loss) before reclassifications(49,607) 1,977
 8,369
 
 (39,261)
Amounts reclassified from accumulated other comprehensive income (loss)(4,265) (938) 1,312
 136
 (3,755)
Balance as of December 31, 2013(27,510) 1,652
 (8,801) (2,682) (37,341)$(27,510) $1,652
 $(2,682) $(8,801) $(37,341)
Other comprehensive income (loss) before reclassifications33,734
 780
 (14,112) 
 20,402
33,734
 780
 
 (14,112) 20,402
Amounts reclassified from accumulated other comprehensive income (loss)(244) (1,083) 408
 136
 (783)(244) (1,083) 136
 408
 (783)
Balance as of December 31, 20145,980
 1,349
 (22,505) (2,546) (17,722)5,980
 1,349
 (2,546) (22,505) (17,722)
Other comprehensive income (loss) before reclassifications(7,717) 239
 4,680
 
 (2,798)(7,717) 239
 
 4,680
 (2,798)
Amounts reclassified from accumulated other comprehensive income (loss)(4,762) (1,130) 1,864
 75
 (3,953)(4,762) (1,130) 75
 1,864
 (3,953)
Reclassification adjustment for loss on derivative financial instruments
 
 
 2,456
 2,456

 
 2,456
 
 2,456
Balance as of December 31, 2015$(6,499) $458
 $(15,961) $(15) $(22,017)(6,499) 458
 (15) (15,961) (22,017)
Other comprehensive income (loss) before reclassifications(14,891) (185) 
 (931) (16,007)
Amounts reclassified from accumulated other comprehensive income (loss)(1,657) 
 15
 1,217
 (425)
Balance as of December 31, 2016$(23,047) $273
 $
 $(15,675) $(38,449)

Common Stock Repurchase Plans

In 2013November 2016, the Corporation's board of directors approved an extension to a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2017. Repurchased shares will be added to treasury stock, at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. The share repurchase program may be discontinued at any time. During 2016, 1.5 million shares were repurchased under this program for a total cost of $18.5 million, or $12.48 per share. As of December 31, 2016, up to an additional $31.5 million of the Corporation's common stock may be repurchased under this program through December 31, 2017.

In April 2015, 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 $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2015. During 2015, the Corporation repurchased approximately 4.0 million shares under this program for a total cost of $50.0 million, or $12.57 per share, completing this program.

In 2014, the Corporation repurchased outstanding shares of its common stock under various repurchase programs approved by its board of directors. In 2013, 8.0 million shares were repurchased for $90.9 million or an average costA total of $11.37 per share. In 2014, 8.0 million shares were repurchased for $95.2 million, or an average cost of $11.91 per share.

In addition to the repurchases discussed above, in November 2014, the Corporation entered into an accelerated share repurchase agreement (ASR)("ASR") with a third party to repurchase $100 million of shares of its common stock. Under the terms of the ASR, the Corporation paid $100 million to the third party in November 2014 and received an initial delivery of 6.5 million shares, representing 80% of the shares expected to be delivered under the ASR, based on the closing price for the Corporation’s shares on November 13, 2014. In April 2015, the third party delivered an additional 1.8 million shares of common stock pursuant to the terms of the ASR, thereby completing the $100.0 million ASR. The Corporation repurchased a total of 8.3 million shares of common stock under the ASR at an average price of $12.05 per share.

In April 2015, 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 $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2015. During 2015, the Corporation repurchased approximately 4.0 million shares under this program for a total cost of $50.0 million, or $12.57 per share, completing this program.


In October 2015, the Corporation announced that its board of directors had approved a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2016. Repurchased shares will be added to treasury stock, at cost. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. The share repurchase program may be discontinued at any time. Noshares were repurchased under this program as of December 31, 2015.


113



NOTE 15 – STOCK-BASED COMPENSATION PLANS
The following table presents compensation expense and related tax benefits for all equity awards recognized in the consolidated statements of income:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Compensation expense$5,938
 $5,865
 $5,330
$6,556
 $5,938
 $5,865
Tax benefit(2,011) (1,608) (1,475)(2,679) (2,011) (1,608)
Stock-based compensation, net of tax$3,927
 $4,257
 $3,855
$3,877
 $3,927
 $4,257

The tax benefitbenefits as a percentage of compensation expense, as shown in the preceding table, is less than the benefit that would be calculated usingwere 40.9%, 33.9% and 27.4% in 2016, 2015 and 2014, respectively. These percentages differ from the Corporation’s 35% statutory federal tax rate. Tax benefits are only recognized over the vesting period for awards that ordinarily will generate a tax deduction when exercised, in the case of non-qualified stock options, or upon vesting, in the case of restricted stock. No non-qualifiedstock, RSUs and PSUs. Tax benefits less than the 35% statutory federal tax rate resulted from incentive stock options, for which a tax benefit is not recognized during the vesting period. Tax benefits in excess of the 35% statutory federal tax rate resulted from incentive stock option exercises that triggered a tax deduction when they were granted in 2015 and 2014 and 50,000 non-qualified stock options were granted in 2013.exercised.
The following table presents compensation expense and related tax benefits for restricted stock awards, RSUs and PSUs recognized in the consolidated statements of income, and included as a component of total stock-based compensation in the preceding table:
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Compensation expense$4,646
 $4,345
 $3,705
$6,165
 $4,646
 $4,345
Tax benefit(1,626) (1,510) (1,297)(2,158) (1,626) (1,510)
Restricted stock compensation, net of tax$3,020
 $2,835
 $2,408
$4,007
 $3,020
 $2,835
The following table provides information about stock option activity for the year ended December 31, 20152016:
Stock
Options
 Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Contractual
Term
 Aggregate
Intrinsic
Value
(in millions)
Stock
Options
 Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Contractual
Term
 Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 20144,302,464
 $12.89
  
Outstanding as of December 31, 20152,980,087
 $12.31
  
Exercised(490,151) 10.21
  (920,924) 11.70
  
Forfeited(83,878) 14.09
  (263,685) 14.33
  
Expired(748,348) 16.80
  (465,295) 16.19
  
Outstanding as of December 31, 20152,980,087
 $12.31
 4.1 years $4.6
Exercisable as of December 31, 20152,630,235
 $12.34
 3.6 years $4.3
Outstanding as of December 31, 20161,330,183
 $10.98
 4.7 years $10.4
Exercisable as of December 31, 20161,247,736
 $10.87
 4.5 years $9.9

The following table provides information about nonvested stock options, restricted stock, RSUs and PSUs granted under the Employee Equity Plan and Directors' Plan for the year ended December 31, 20152016:
Nonvested Stock Options Restricted Stock/RSUs/PSUsNonvested Stock Options Restricted Stock/RSUs/PSUs
Options Weighted
Average
Grant Date
Fair Value
 Shares Weighted
Average
Grant Date
Fair Value
Options Weighted
Average
Grant Date
Fair Value
 Shares Weighted
Average
Grant Date
Fair Value
Nonvested as of December 31, 2014755,964
 $2.68
 1,063,087
 $11.83
Nonvested as of December 31, 2015349,852
 $2.82
 1,388,389
 $12.16
Granted
 
 581,719
 12.04

 
 447,130
 13.86
Vested(393,862) 2.56
 (250,807) 10.48
(247,727) 2.71
 (292,583) 11.73
Forfeited(12,250) 2.77
 (5,610) 12.05
(19,678) 2.84
 (17,221) 12.20
Nonvested as of December 31, 2015349,852
 $2.82
 1,388,389
 $12.16
Nonvested as of December 31, 201682,447
 $3.14
 1,525,715
 $12.74



As of December 31, 20152016, there was $7.88.4 million of total unrecognized compensation cost related to nonvested stock options, restricted stock, RSUs and PSUs that will be recognized as compensation expense over a weighted average period of two years. As of December 31, 20152016, the Employee Equity Plan had 11.511.4 million shares reserved for future grants through 2023, and the Directors’ Plan had 396,000371,000 shares reserved for future grants through 2021.

114




The following table presents information about stock options exercised:
2015 2014 20132016 2015 2014
(dollars in thousands)(dollars in thousands)
Number of options exercised490,151
 215,047
 451,102
920,924
 490,151
 215,047
Total intrinsic value of options exercised$1,442
 $568
 $1,612
$4,619
 $1,442
 $568
Cash received from options exercised$4,936
 $2,068
 $3,650
$10,240
 $4,936
 $2,068
Tax deduction realized from options exercised$1,389
 $530
 $1,416
$4,328
 $1,389
 $530

Upon exercise, the Corporation issues shares from its authorized, but unissued, common stock to satisfy the options.
The fair value of stock option awards under the Employee Equity Plan was estimated on the grant date using the Black-Scholes valuation methodology, which is dependent upon certain assumptions, as summarized in the table below. No options were granted in 2016 and 2015 under the Employee Equity Plan.
  2014 2013
Risk-free interest rate 2.44% 1.27%
Volatility of Corporation’s stock 28.05% 27.64%
Expected dividend yield 2.36% 2.48%
Expected life of options 7 Years
 7 Years
2014
Risk-free interest rate2.44%
Volatility of Corporation’s stock28.05%
Expected dividend yield2.36%
Expected life of options7 Years

The expected life of the options was estimated based on historical activity. Volatility of the Corporation’s stock was based on historical volatility for the period commensurate with the expected life of the options. The risk-free interest rate is the zero-coupon U.S. Treasury rate commensurate with the expected life of the options on the date of the grant.
Based on the assumptions above, the Corporation calculated an estimated fair value per option of $3.14 and $2.49for options granted in 2014 and 2013, respectively.. The Corporation granted 288,626 options in 2014 and 617,869 options in 2013., including 50,000 non-qualified stock options.
The fair value of certain PSUs with market-based performance conditions granted in 20152016 under the Employee Equity Plan was estimated on the grant date using the Monte Carlo valuation methodology performed by a third-party valuation expert. This valuation is dependent upon certain assumptions, as summarized in the following table:
Risk-free interest rate0.86%
Volatility of Corporation’s stock20.08%
Expected life of PSUs3 Years
 2016
 2015
 2014
Risk-free interest rate0.92% 0.86% 0.91%
Volatility of Corporation’s stock20.75% 20.08% 29.63%
Expected life of PSUs3 Years
 3 Years
 3 Years

The expected life of the PSUs with fair values measured using the Monte Carlo valuation methodology was based on the defined performance period of three years. Volatility of the Corporation’s stock was based on historical volatility for the period commensurate with the expected life of the PSUs. The risk-free interest rate is the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the date of the grant. Based on the assumptions above, the Corporation calculated an estimated fair value per PSU granted in 20152016 of $10.66.$11.23.
Under the ESPP, eligible employees can purchase stock of the Corporation at 85% of the fair market value of the stock on the date of purchase. The ESPP is considered to be a compensatory plan and, as such, compensation expense is recognized for the 15% discount on shares purchased. The following table summarizes activity under the ESPP:
2015 2014 20132016 2015 2014
ESPP shares purchased121,890
 132,640
 141,608
109,665
 121,890
 132,640
Average purchase price per share (85% of market value)$10.86
 $10.31
 $10.02
$12.37
 $10.86
 $10.31
Compensation expense recognized (in thousands)$234
 $241
 $251
$240
 $234
 $241


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NOTE 16 – LEASES
Certain branch offices and equipment are leased under agreements that expire at varying dates through 2035.2036. Most leases contain renewal provisions at the Corporation’s option. Total rental expense was approximately $18.4 million in 2016, $18.1 million in 2015 and $18.1 million in 2014 and $19.0 million in 2013.2014.

Future minimum payments as of December 31, 20152016 under non-cancelable operating leases with initial terms exceeding one year are as follows (in thousands):
Year  
2016$16,325
201715,487
$16,330
201813,046
14,206
201910,995
12,286
20209,836
11,040
20219,396
Thereafter46,819
44,395
$112,508
$107,653

NOTE 17 – 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.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, equipment and income producing commercial properties. The Corporation records a reserve for unfunded commitments, included in other liabilities on the consolidated balance sheets, which represents management’s estimate of losses inherent in these commitments. See "Note 4 - Loans and Allowance for Credit Losses," for additional information.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for customers. The credit risk involved in issuing letters of credit is similar to that involved in extending loan facilities. These obligations are underwritten consistently with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The following table presents commitments to extend credit and letters of credit:
2015 20142016 2015
(in thousands)(in thousands)
Commercial and other$3,518,960
 $2,972,105
$3,673,815
 $3,518,960
Home equity1,300,062
 1,291,596
1,368,465
 1,300,062
Commercial mortgage and construction965,116
 558,662
1,033,287
 965,116
Total commitments to extend credit$5,784,138
 $4,822,363
$6,075,567
 $5,784,138
      
Standby letters of credit$374,729
 $382,465
$356,359
 $374,729
Commercial letters of credit39,529
 32,304
38,901
 39,529
Total letters of credit$414,258
 $414,769
$395,260
 $414,258

During 2015, the Corporation began disclosing available overdraft protection limits to its depositors that are enrolled in overdraft protection. The aggregate of these limits totaled approximately $330.6 million as of December 31, 2015 and are included in the $5.8 billion of commitments to extend credit as of December 31, 2015.

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During 2015, the Corporation revised the comparative December 31, 2014 disclosure for commitments to extend credit as follows: commercial and other from $2.7 billion to $3.0 billion, commercial mortgage and construction from $351.4 million to $558.7 million and total commitments to extend credit from $4.4 billion to $4.8 billion. The Corporation assessed the materiality of these corrections of an error and concluded, based on qualitative and quantitative considerations, that the adjustments are not material to the financial statements as a whole.

Residential Lending

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

The Corporation provides customary representations and warranties to government sponsored agencies and investors that specify, among other things, that the loans have been underwritten to the standards established by the government sponsored agency or investor. The Corporation may be required to repurchase a loan or reimburse the government sponsored agency or investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. As of December 31, 20152016 and 2014,2015, total outstanding repurchase requests totaled approximately $543,000.

From 2000 to 2011, the Corporation sold loans to the Federal Home Loan Bank of Pittsburgh under its Mortgage Partnership Finance Program (MPF Program)("MPF Program"). No loans were sold under this program in 2015, 2014 or 2013.since 2011. The Corporation provided a "credit enhancement" for residential mortgage loans sold under the MPF Program whereby it would assume credit losses in excess of a defined "First Loss Account," or "FLA" balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding principal balance of loans sold. As of December 31, 2015,2016, the unpaid principal balance of loans sold under the MPF Program was approximately $126$104 million. As of December 31, 20152016 and 2014,2015, the reserves for estimated credit losses related to loans sold under the MPF Program were $1.8$1.7 million and $2.3$1.8 million, respectively. Required reserves are calculated based on delinquency status and estimated loss rates established through the Corporation's existing allowance for credit loss methodology for residential mortgage loans.

As of December 31, 20152016 and 2014,2015, the reserve for losses on residential mortgage loans sold was $2.6$2.5 million and $3.2$2.6 million, respectively, including both reserves for credit losses under the MPF Program and reserves for representation and warranty exposures. Management believes that the reserves recorded as of December 31, 20152016 are adequate. However, declines in collateral values, the identification of additional loans to be repurchased, or a deterioration in the credit quality of loans sold under the MPF Program could necessitate additional reserves, established through charges to earnings, in the future.

Other ContingenciesLegal Proceedings

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

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

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

BSA/AML Enforcement Orders

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


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

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A., the 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, 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 "Note 11 - Regulatory Matters,"requested information concerning the Corporation and the residential mortgage lending activities conducted under the sub-heading "Regulatory Enforcement Orders."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, or to reliably estimate the amounts of any settlement, fines or other penalties or the cost of any other remedial actions, if enforcement action is taken. In addition, 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.

Agostino, et al. Litigation
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Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, and two unrelated, third-party defendants, Ameriprise Financial Services, Inc. (“Ameriprise”) and Riverview Bank (“Riverview”), have been named as defendants in a lawsuit brought on behalf of a group of 67 plaintiffs filed on March 31, 2016, in the Court of Common Pleas for Dauphin County, Pennsylvania (Agostino, et al. v. Ameriprise Financial Services, Inc., et al., No. 2016-CV-2048-CV). The plaintiffs in this action, who are individuals, trustees of certain irrevocable trusts, or the executors of the estates of deceased individuals, were clients of Jeffrey M. Mottern, a now-deceased attorney, who is alleged to have operated a fraud scheme over a period of years through the sale of fictitious high-yield investments or by otherwise misappropriating funds entrusted to Mr. Mottern. Mr. Mottern is alleged to have used the proceeds of these activities to engage in speculative securities trading through defendant Ameriprise, which caused significant losses, and for Mr. Mottern’s personal expenses. The allegations against the Bank relate to a commercial checking account at the Bank maintained by Mr. Mottern in connection with Mr. Mottern’s law practice. The lawsuit alleges that the Bank is liable to the plaintiffs for failing to properly monitor Mr. Mottern’s checking account and detect Mr. Mottern’s fraudulent activity, and specifically alleges that the Bank aided and abetted Mr. Mottern’s: (1) fraud; (2) breach of fiduciary duty; (3) violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law; and (4) conversion. Similar claims have been asserted against Ameriprise and Riverview, which allegedly maintained a personal brokerage account and a trust account for client or other third-party funds, respectively, for Mr. Mottern. The lawsuit seeks damages from the defendants, including the Bank, alleged to be in excess of $11.3 million, treble damages and attorneys’ fees with respect to alleged violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, punitive damages, plus interest and costs. On April 29, 2016, the Bank filed a Notice of Removal to remove this lawsuit to the United States District Court for the Middle District of Pennsylvania. On May 31, 2016, the plaintiffs filed a motion to remand the lawsuit to the Court of Common Pleas for Dauphin County, Pennsylvania. On October 24, 2016, the District Court granted the plaintiffs' motion and the lawsuit was remanded back to the Court of Common Pleas for Dauphin County. All defendants subsequently filed preliminary objections to the Complaint, including objections that, if granted, would result in dismissal of the case.






NOTE 18 – FAIR VALUE MEASUREMENTS
All assets and liabilities measured at fair value on both a recurring and nonrecurring basis have been categorized based on the method of their fair value determination.
The following tables summarizes the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets as of December 31:
20152016
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Mortgage loans held for sale$
 $16,886
 $
 $16,886
$
 $28,697
 $
 $28,697
Available for sale investment securities:
 
 
 

 
 
 
Equity securities21,514
 
 
 21,514
24,526
 
 
 24,526
U.S. Government sponsored agency securities
 25,136
 
 25,136

 134
 
 134
State and municipal securities
 262,765
 
 262,765

 391,641
 
 391,641
Corporate debt securities
 93,619
 3,336
 96,955

 106,537
 2,872
 109,409
Collateralized mortgage obligations
 821,509
 
 821,509

 593,860
 
 593,860
Mortgage-backed securities
 1,158,835
 
 1,158,835

 1,342,401
 
 1,342,401
Auction rate securities
 
 98,059
 98,059

 
 97,256
 97,256
Total available for sale investment securities21,514
 2,361,864
 101,395
 2,484,773
24,526
 2,434,573
 100,128
 2,559,227
Other assets16,129
 34,465
 
 50,594
17,111
 44,481
 
 61,592
Total assets$37,643
 $2,413,215
 $101,395
 $2,552,253
$41,637
 $2,507,751
 $100,128
 $2,649,516
Other liabilities$15,914
 $33,010
 $
 $48,924
$17,032
 $41,734
 $
 $58,766
              
20142015
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Mortgage loans held for sale$
 $17,522
 $
 $17,522
$
 $16,886
 $
 $16,886
Available for sale investment securities:
 
 
 

 
 
 
Equity securities47,623
 
 
 47,623
21,514
 
 
 21,514
U.S. Government securities
 200
 
 200
U.S. Government sponsored agency securities
 214
 
 214

 25,136
 
 25,136
State and municipal securities
 245,215
 
 245,215

 262,765
 
 262,765
Corporate debt securities
 90,126
 7,908
 98,034

 93,619
 3,336
 96,955
Collateralized mortgage obligations
 902,313
 
 902,313

 821,509
 
 821,509
Mortgage-backed securities
 928,831
 
 928,831

 1,158,835
 
 1,158,835
Auction rate securities
 
 100,941
 100,941

 
 98,059
 98,059
Total available for sale investment securities47,623
 2,166,899
 108,849
 2,323,371
21,514
 2,361,864
 101,395
 2,484,773
Other assets17,682
 21,305
 
 38,987
16,129
 34,465
 
 50,594
Total assets$65,305
 $2,205,726
 $108,849
 $2,379,880
$37,643
 $2,413,215
 $101,395
 $2,552,253
Other liabilities$17,737
 $21,084
 $
 $38,821
$15,914
 $33,010
 $
 $48,924
The valuation techniques used to measure fair value for the items in the table above 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 December 31, 20152016 and December 31, 20142015 were measured as the price that secondary market investors were offering for loans with similar characteristics. See "Note 1 - Summary of Significant Accounting Policies" for details related to the Corporation’s election to measure assets and liabilities at fair value.
Available for sale investment securities – Included within this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information,

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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 done for approximately 80% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.
Equity securities – Equity securities consist of stocks of financial institutions ($20.623.5 million at December 31, 20152016 and $41.8$20.6 million at December 31, 2014)2015) and other equity investments ($914,000 at December 31, 2015 and $5.81.0 million at December 31, 2014)2016 and $914,000 at December 31, 2015). These Level 1 investments are measured at fair value based on quoted prices for identical securities in active markets.
U.S. Government securities/U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Mortgage-backed securities – These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.
Corporate debt securities – This category consists of subordinated and senior debt issued by financial institutions ($53.165.2 million at December 31, 20152016 and $50.0$53.1 million at December 31, 2014)2015), single-issuer trust preferred securities issued by financial institutions ($39.139.8 million at December 31, 20152016 and $42.0$39.1 million at December 31, 2014)2015), pooled trust preferred securities issued by financial institutions ($706,000422,000 at December 31, 20152016 and $4.1 million$706,000 at December 31, 2014)2015) and other corporate debt issued by non-financial institutions ($4.0 million at December 31, 20152016 and $1.9 million at December 31, 2014)2015).
Level 2 investments include subordinated debt, other corporate debt issued by non-financial institutions and $36.5$37.3 million and $38.2$36.5 million of single-issuer trust preferred securities held at December 31, 20152016 and 2014,2015, respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.
Level 3 investments include the Corporation's investments in pooled trust preferred securities ($706,000422,000 at December 31, 20152016 and $4.1 million$706,000 at December 31, 2014)2015) and certain single-issuer trust preferred securities ($2.62.5 million at December 31, 20152016 and $3.8$2.6 million at December 31, 2014)2015). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.
Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime within 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 values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.
Other assets – Included within this category are the following:
Level 1 assets, consisting of mutual funds that are held in trust for employee deferred compensation plans ($15.616.4 million at December 31, 20152016 and $16.4$15.6 million at December 31, 2014)2015) and the fair value of foreign currency exchange contracts ($547,000745,000 at December 31, 20152016 and $1.3 million$542,000 at December 31, 2014)2015). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

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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 ($1.53.1 million at December 31, 20152016 and $1.4$1.5 million at December 31, 2014)2015) and the fair value of interest rate swaps ($33.041.4 million at December 31, 20152016 and $19.9$33.0 million at December 31, 2014)2015). The fair values of the 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 10 - Derivative Financial Instruments," for additional information.
Other liabilities – Included within this category are the following:
Level 1 employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans ($15.616.4 million at December 31, 20152016 and $16.4$15.6 million at December 31, 2014)2015) and the fair value of foreign currency exchange contracts ($331,000668,000 at December 31, 20152016 and $1.3 million$331,000 at December 31, 2014)2015). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets," above.
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 ($40,000339,000 at December 31, 20152016 and $1.2 million$40,000 at December 31, 2014)2015) and the fair value of interest rate swaps ($33.041.4 million at December 31, 20152016 and $19.9$33.0 million at December 31, 2014)2015). The fair values of these liabilities are determined in the same manner as the related assets, which are described under the heading "Other assets" above.
The following table presents the changes in available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31:
Pooled Trust
Preferred
Securities
 Single-issuer
Trust
Preferred
Securities
 ARCsPooled Trust
Preferred
Securities
 Single-issuer
Trust
Preferred
Securities
 ARCs
(in thousands)(in thousands)
Balance as of December 31, 2013$5,306
 $3,781
 $159,274
Realized adjustments to fair value (1)(18) 
 
Unrealized adjustments to fair value (2)923
 32
 3,970
Balance as of December 31, 2014$4,088
 $3,820
 $100,941
Unrealized adjustments to fair value (1)
366
 (230) (903)
Sales(1,888) 
 (11,912)(3,633) 
 
Settlements - calls(239) 
 (51,212)(117) (970) (2,446)
Discount accretion (3)4
 7
 821
Balance as of December 31, 20144,088
 3,820
 100,941
Sales(3,633) 
 
Unrealized adjustments to fair value (2)366
 (230) (903)
Settlements - calls(117) (970) (2,446)
Discount accretion (3)2
 10
 467
Discount accretion (2)
2
 10
 467
Balance as of December 31, 2015$706
 $2,630
 $98,059
706
 2,630
 98,059
Unrealized adjustments to fair value (1)
(286) (190) (1,246)
Discount accretion (2)
2
 10
 443
Balance as of December 31, 2016$422
 $2,450
 $97,256

(1)Realized adjustments to fair value represent credit related other-than-temporary impairment charges and gains on sales of investment securities, both included
as components of investment securities gains on the consolidated statements of income.
(2)Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the
unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.
(3)(2)Included as a component of net interest income on the consolidated statements of income.


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Certain financial assets are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents the Corporation's financial assets measured at fair value on a nonrecurring basis and reported on the consolidated balance sheets at December 31:
20152016
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Net loans$
 $
 $138,491
 $138,491
$
 $
 $132,576
 $132,576
Other financial assets
 
 52,043
 52,043

 
 50,347
 50,347
Total assets$
 $
 $190,534
 $190,534
$
 $
 $182,923
 $182,923
              
20142015
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Net loans$
 $
 $127,834
 $127,834
$
 $
 $138,491
 $138,491
Other financial assets
 
 54,170
 54,170

 
 52,043
 52,043
Total assets$
 $
 $182,004
 $182,004
$
 $
 $190,534
 $190,534

The valuation techniques used to measure fair value for the items in the table above are as follows:
Net loans – This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.
Other financial assets – This category includes OREO ($11.112.8 million at December 31, 20152016 and $12.0$11.1 million at December 31, 2014)2015) and MSRs ($40.937.5 million at December 31, 20152016 and $42.1$40.9 million at December 31, 2014)2015), both classified as Level 3 assets.
Fair values for OREO were based on estimated selling prices less estimated selling costs for similar assets in active markets.
MSRs are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation, prepared by a third-party valuation expert. Significant inputs to the valuation include 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 December 31, 20152016 valuation were 11.2%12.6% and 9.6%10.1%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.

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As required by FASB ASC Section 825-10-50, the following table details the book values and the estimated fair values of the Corporation’s financial instruments as of December 31, 20152016 and 2014.2015. A general description of the methods and assumptions used to estimate such fair values is also provided.

2015 20142016 2015
Book Value Estimated
Fair Value
 Book Value Estimated
Fair Value
Book Value Estimated
Fair Value
 Book Value Estimated
Fair Value
(in thousands)(in thousands)
FINANCIAL ASSETS              
Cash and due from banks$101,120
 $101,120
 $105,702
 $105,702
$118,763
 $118,763
 $101,120
 $101,120
Interest-bearing deposits with other banks230,300
 230,300
 358,130
 358,130
233,763
 233,763
 230,300
 230,300
Federal Reserve Bank and FHLB stock62,216
 62,216
 64,953
 64,953
57,489
 57,489
 62,216
 62,216
Loans held for sale (1)16,886
 16,886
 17,522
 17,522
28,697
 28,697
 16,886
 16,886
Securities available for sale (1)2,484,773
 2,484,773
 2,323,371
 2,323,371
2,559,227
 2,559,227
 2,484,773
 2,484,773
Loans, net of unearned income (1)13,838,602
 13,709,957
 13,111,716
 13,030,543
Net Loans (1)14,530,593
 14,387,454
 13,669,548
 13,540,903
Accrued interest receivable42,767
 42,767
 41,818
 41,818
46,294
 46,294
 42,767
 42,767
Other financial assets (1)166,920
 166,920
 169,764
 169,764
206,132
 206,132
 166,920
 166,920
FINANCIAL LIABILITIES              
Demand and savings deposits$11,267,367
 $11,267,367
 $10,296,055
 $10,296,055
$12,259,622
 $12,259,622
 $11,267,367
 $11,267,367
Time deposits2,864,950
 2,862,868
 3,071,451
 3,069,883
2,753,242
 2,769,757
 2,864,950
 2,862,868
Short-term borrowings497,663
 497,663
 329,719
 329,719
541,317
 541,317
 497,663
 497,663
Accrued interest payable10,724
 10,724
 18,045
 18,045
9,632
 9,632
 10,724
 10,724
Other financial liabilities (1)190,927
 190,927
 172,786
 172,786
216,080
 216,080
 190,927
 190,927
FHLB advances and long-term debt949,542
 959,315
 1,139,413
 1,142,980
929,403
 928,167
 949,542
 959,315
 
(1)These financial instruments, or certain financial instruments within these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.
Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.
For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation’s consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.
The following instruments are predominantly short-term:
Assets  Liabilities
Cash and due from banks  Demand and savings deposits
Interest-bearing deposits with other banks  Short-term borrowings
Accrued interest receivable  Accrued interest payable

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

Fair values for loans and time deposits were estimated by discounting future cash flows using the current rates at which similar
loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair
values estimated in this manner do not fully incorporate an exit price approach to fair value, as defined in FASB ASC Topic 820.

The fair values of FHLB advances and long-term debt were estimated by discounting the remaining contractual cash flows using a rate at which the Corporation could issue debt with similar remaining maturities as of the balance sheet date. These borrowings would be categorized within Level 2 liabilities under FASB ASC Topic 820.

122






NOTE 19 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
CONDENSED BALANCE SHEETS
(in thousands)
 
December 31  December 31December 31  December 31
2015 2014  2015 20142016 2015  2016 2015
ASSETS    LIABILITIES AND EQUITY       LIABILITIES AND EQUITY   
Cash$
 $137
 Long-term debt$361,504
 $465,936
$8,568
 $
 Long-term debt$362,005
 $361,504
Other assets4,337
 10,053
 Payable to non-bank subsidiaries188,087
 84,676
5,648
 4,337
 Payable to non-bank subsidiaries183,152
 188,087
Receivable from subsidiaries29,249
 29,120
 Other liabilities77,263
 81,682
46,715
 29,249
 Other liabilities77,538
 77,263

    Total Liabilities626,854
 632,294
    Total Liabilities622,695
 626,854
Investments in:              
Bank subsidiaries2,226,975
 2,174,786
    2,265,264
 2,226,975
    
Non-bank subsidiaries408,187
 414,863
 Shareholders’ equity2,041,894
 1,996,665
417,615
 408,187
 Shareholders’ equity2,121,115
 2,041,894
Total Assets$2,668,748
 $2,628,959
 Total Liabilities and           Shareholders’ Equity$2,668,748
 $2,628,959
$2,743,810
 $2,668,748
 Total Liabilities and           Shareholders’ Equity$2,743,810
 $2,668,748

CONDENSED STATEMENTS OF INCOME 
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Income:          
Dividends from subsidiaries$114,000
 $139,150
 $114,438
$115,000
 $114,000
 $139,150
Other (1)141,241
 120,543
 106,297
148,577
 141,241
 120,543
255,241
 259,693
 220,735
263,577
 255,241
 259,693
Expenses176,457
 152,243
 138,164
177,835
 176,457
 152,243
Income before income taxes and equity in undistributed net income of subsidiaries78,784
 107,450
 82,571
85,742
 78,784
 107,450
Income tax benefit(11,834) (10,549) (10,744)(10,543) (11,834) (10,549)
90,618
 117,999
 93,315
96,285
 90,618
 117,999
Equity in undistributed net income (loss) of:          
Bank subsidiaries60,806
 33,134
 56,552
58,477
 60,806
 33,134
Non-bank subsidiaries(1,922) 6,761
 11,973
6,863
 (1,922) 6,761
Net Income$149,502
 $157,894
 $161,840
$161,625
 $149,502
 $157,894
(1) Consists primarily of management fees received from subsidiary banks.

123




CONDENSED STATEMENTS OF CASH FLOWS
2015 2014 20132016 2015 2014
(in thousands)(in thousands)
Cash Flows From Operating Activities:          
Net Income$149,502
 $157,894
 $161,840
$161,625
 $149,502
 $157,894
Adjustments to reconcile net income to net cash provided by operating activities:          
Stock-based compensation5,938
 5,865
 5,330
6,556
 5,938
 5,865
Excess tax benefits from stock-based compensation(201) (81) (302)(964) (201) (81)
Decrease (increase) in other assets2,806
 (7,120) 1,893
(Increase) decrease in other assets(16,585) 2,806
 (7,120)
Equity in undistributed net income of subsidiaries(58,884) (39,895) (68,525)(65,340) (58,884) (39,895)
Loss on redemption of trust preferred securities5,626
 
 

 5,626
 
Increase in other liabilities and payable to non-bank subsidiaries106,490
 37,354
 26,946
(Decrease) increase in other liabilities and payable to non-bank subsidiaries(5,928) 106,490
 37,354
Total adjustments61,775
 (3,877) (34,658)(82,261) 61,775
 (3,877)
Net cash provided by operating activities211,277
 154,017
 127,182
79,364
 211,277
 154,017
Cash Flows From Investing Activities
 
 

 
 
Cash Flows From Financing Activities:          
Repayments of long-term debt(254,640) 
 

 (254,640) 
Additions to long-term debt147,779
 97,113
 

 147,779
 97,113
Net proceeds from issuance of common stock10,607
 8,201
 9,936
16,167
 10,607
 8,201
Excess tax benefits from stock-based compensation201
 81
 302
964
 201
 81
Dividends paid(65,361) (64,028) (46,525)(69,382) (65,361) (64,028)
Acquisition of treasury stock(50,000) (175,255) (90,927)(18,545) (50,000) (175,255)
Deferred accelerated stock repurchase payment
 (20,000) 

 
 (20,000)
Net cash used in financing activities(211,414) (153,888) (127,214)(70,796) (211,414) (153,888)
Net (Decrease) Increase in Cash and Cash Equivalents(137) 129
 (32)
Net Increase (Decrease) in Cash and Cash Equivalents8,568
 (137) 129
Cash and Cash Equivalents at Beginning of Year137
 8
 40

 137
 8
Cash and Cash Equivalents at End of Year$
��$137
 $8
$8,568
 $
 $137

124




Management Report on Internal Control Over Financial Reporting
The management of Fulton Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Fulton Financial Corporation’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20152016, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 20152016, the company’s internal control over financial reporting is effective based on those criteria.
 
/s/ E. PHILIP WENGER       
E. Philip Wenger
Chairman, Chief Executive Officer and President
 
/s/ PATRICKHILMER S. BH. RARRETTOHRBAUGH      
Patrick S. BarrettPhilmer H. Rohrbaugh
Senior Executive Vice President,
Chief Operating Officer and
Chief Financial Officer


125




Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Fulton Financial Corporation:
We have audited the accompanying consolidated balance sheets of Fulton Financial Corporation (the Company) and subsidiaries as of December 31, 20152016 and 2014,2015, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015.2016. We also have audited the Company’s internal control over financial reporting as of December 31, 2014,2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fulton Financial Corporation and subsidiaries as of December 31, 20152016 and 2014,2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2015,2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Fulton Financial Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015,2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.



/s/ KPMG LLP
Philadelphia, Pennsylvania
February 26, 201627, 2017

126




QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED)
(in thousands, except per-share data)
 
Three Months EndedThree Months Ended
March 31 June 30 September 30 December 31March 31 June 30 September 30 December 31
2016       
Interest income$149,311
 $149,309
 $151,468
 $153,012
Interest expense20,257
 20,393
 20,903
 20,775
Net interest income129,054
 128,916
 130,565
 132,237
Provision for credit losses1,530
 2,511
 4,141
 5,000
Non-interest income43,137
 46,137
 48,149
 52,755
Non-interest expenses120,413
 121,637
 119,848
 127,621
Income before income taxes50,248
 50,905
 54,725
 52,371
Income tax expense11,991
 11,155
 13,257
 10,221
Net income$38,257
 $39,750
 $41,468
 $42,150
Per share data:       
Net income (basic)$0.22
 $0.23
 $0.24
 $0.24
Net income (diluted)0.22
 0.23
 0.24
 0.24
Cash dividends0.09
 0.10
 0.10
 0.12
2015              
Interest income$145,772
 $144,229
 $146,228
 $147,560
$145,772
 $144,229
 $146,228
 $147,560
Interest expense22,191
 21,309
 20,534
 19,761
22,191
 21,309
 20,534
 19,761
Net interest income123,581
 122,920
 125,694
 127,799
123,581
 122,920
 125,694
 127,799
Provision for credit losses(3,700) 2,200
 1,000
 2,750
(3,700) 2,200
 1,000
 2,750
Non-interest income44,737
 46,489
 44,774
 45,839
44,737
 46,489
 44,774
 45,839
Non-interest expenses118,478
 118,354
 124,889
 118,439
118,478
 118,354
 124,889
 118,439
Income before income taxes53,540
 48,855
 44,579
 52,449
53,540
 48,855
 44,579
 52,449
Income tax expense13,504
 12,175
 10,328
 13,914
13,504
 12,175
 10,328
 13,914
Net income$40,036
 $36,680
 $34,251
 $38,535
$40,036
 $36,680
 $34,251
 $38,535
Per share data:              
Net income (basic)$0.22
 $0.21
 $0.20
 $0.22
$0.22
 $0.21
 $0.20
 $0.22
Net income (diluted)0.22
 0.21
 0.20
 0.22
0.22
 0.21
 0.20
 0.22
Cash dividends0.09
 0.09
 0.09
 0.11
0.09
 0.09
 0.09
 0.11
2014       
Interest income$148,792
 $147,902
 $149,790
 $149,594
Interest expense19,227
 20,004
 20,424
 21,556
Net interest income129,565
 127,898
 129,366
 128,038
Provision for credit losses2,500
 3,500
 3,500
 3,000
Non-interest income38,506
 44,872
 41,900
 42,101
Non-interest expenses109,554
 116,174
 115,798
 117,720
Income before income taxes56,017
 53,096
 51,968
 49,419
Income tax expense14,234
 13,500
 13,402
 11,470
Net income$41,783
 $39,596
 $38,566
 $37,949
Per share data:       
Net income (basic)$0.22
 $0.21
 $0.21
 $0.21
Net income (diluted)0.22
 0.21
 0.21
 0.21
Cash dividends0.08
 0.08
 0.08
 0.10


127




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A. Controls and Procedures

Disclosure 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 its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 20152016, 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 the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
The "Management Report on Internal Control over Financial Reporting" and the "Report of Independent Registered Public Accounting Firm" may be found in Item 8, "Financial Statements and Supplementary Data" of this document.
Changes in Internal Controls
There was no change in the Corporation’s "internal control over financial reporting" (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Item 9B. Other Information

Not applicable.


128




PART III

Item 10. Directors, Executive Officers and Corporate Governance
Incorporated by reference herein is the information appearing under the headings "Information about Nominees, Directors and Independence Standards," "Related Person Transactions," "Section 16(a) Beneficial Ownership Reporting Compliance," "Code of Conduct," "Procedure for Shareholder Nominations," and "Other Board Committees" within the Corporation’s 20162017 Proxy Statement. The information concerning executive officers required by this Item is provided under the caption "Executive Officers" within Item 1, Part I, "Business" in this Annual Report.
The Corporation has adopted a code of ethics (Code of Conduct) that applies to all directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer and the Corporate Controller. A copy of the Code of Conduct may be obtained free of charge by writing to the Corporate Secretary at Fulton Financial Corporation, P.O. Box 4887, Lancaster, Pennsylvania 17604-4887, and is also available via the internet at www.fult.com.

Item 11. Executive Compensation
Incorporated by reference herein is the information appearing under the headings "Information Concerning Compensation" and "Human Resources Committee Interlocks and Insider Participation" within the Corporation’s 20162017 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference herein is the information appearing under the heading "Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners" within the Corporation’s 20162017 Proxy Statement, and information appearing under the heading "Securities Authorized for Issuance under Equity Compensation Plans" within Item 5, "Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this Annual Report.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference herein is the information appearing under the headings "Related Person Transactions" and "Information about Nominees, Directors and Independence Standards" within the Corporation’s 20162017 Proxy Statement, and the information appearing in "Note 4 - Loans and Allowance for Credit Losses," of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data" in this Annual Report.

Item 14. Principal Accounting Fees and Services
Incorporated by reference herein is the information appearing under the heading "Relationship With Independent Public Accountants" within the Corporation’s 20162017 Proxy Statement.


129




PART IV

Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1.Financial Statements — The following consolidated financial statements of Fulton Financial Corporation and subsidiaries are incorporated herein by reference in response to Item 8 above:
 (i)Consolidated Balance Sheets - December 31, 20152016 and 2014.2015.
 (ii)Consolidated Statements of Income - Years ended December 31, 2016, 2015 2014 and 2013.2014.
 (iii)Consolidated Statements of Comprehensive Income - Years ended December 31, 2016, 2015 2014 and 2013.2014.
 (iii)Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2016, 2015 2014 and 2013.2014.
 (iv)Consolidated Statements of Cash Flows - Years ended December 31, 2016, 2015 2014 and 2013.2014.
 (v)Notes to Consolidated Financial Statements.
 (vi)Report of Independent Registered Public Accounting Firm.
2.Financial Statement Schedules — All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted.
3.
Exhibits - The following is a list of the Exhibitsinformation required by this Section (a)(3) of Item 601 of Regulation S-K and filed as part15 is set forth on the Exhibit Index that follows the Signatures page of this report:
3.1Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Form 8-K dated June 24, 2011.
3.2Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K/A dated September 16, 2014.
4.1First Supplemental Indenture entered into on May 1, 2007 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton of $100 million aggregate principal amount of 5.75% subordinated notes due May 1, 2017 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 1, 2007.
4.2An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
10.1Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K dated November 14, 2008.
10.2Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated August 5, 2011.
10.3Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 22, 2012.
10.4Employment Agreement between Fulton Financial Corporation and Meg R. Mueller dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.5Employment Agreement between Fulton Financial Corporation and Curtis J. Myers dated July 1, 2013 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.6Employment Agreement between Fulton Financial Corporation and Angela M. Sargent dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.7Employment Agreement between Fulton Financial Corporation and Patrick S. Barrett dated November 4, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 24, 2013.
10.8Form of Death Benefit Only Agreement to Senior Management – Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10K dated March 1, 2007.

130



10.9Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 3, 2013.
10.10Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 19, 2013.
10.11
Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 26, 2014.10-K.

10.12Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – filed herewith.
10.13Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated June 23, 2011. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission. – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
10.14Fulton Financial Corporation Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 24, 2011.
10.15Form of Restricted Stock Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.
10.16Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated March 18, 2014.
10.17Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
21Subsidiaries of the Registrant.
23Consent of Independent Registered Public Accounting Firm.
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014; (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and, (iv) the Notes to Consolidated Financial Statements – filed herewith. 

Item 16. Form 10-K Summary

Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
  (Registrant)
    
Dated:February 26, 201627, 2017By:
/S/ E. PHILIP WENGER        
   E. Philip Wenger, Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature  Capacity  Date
     
/S/ S/ PATRICK S. BARRETT
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)February 26, 2016
Patrick S. Barrett
/SLISA CRUTCHFIELD

  Director  February 26, 201627, 2017
Lisa Crutchfield    
     
/S/ SMICHAEL J. J. DEPORTER
  
Executive Vice President and Controller
(Principal Accounting Officer)
  February 26, 201627, 2017
Michael J. DePorter   
    
/S/ DENISE L. L. DEVINE
  Director  February 26, 201627, 2017
Denise L. Devine    
     
/S/ SPATRICK J. J. FREER
  Director  February 26, 201627, 2017
Patrick J. Freer    
     
/S/ SGEORGE W. W. HODGES
  Director  February 26, 201627, 2017
George W. Hodges    
     
/S/ SALBERT MORRISON, III
  Director  February 26, 201627, 2017
Albert Morrison, III    
     
/S/ SJAMES R. R. MOXLEY, III
  Director  February 26, 201627, 2017
James R. Moxley, III    
     
/S/ PHILMER H. ROHRBAUGH
Senior Executive Vice President,February 27, 2017
Philmer H. RohrbaughChief Operating Officer and
Chief Financial Officer

(Principal Financial Officer)

132




Signature  Capacity  Date
     
/S/ R. S/ R. SCOTT COTTSMITH,, JR. JR.
  Director  February 26, 201627, 2017
R. Scott Smith, Jr.    
     
/S/ SCOTT A. SNYDER
DirectorFebruary 27, 2017
Scott A. Snyder
/S/ RONALD H. H. SPAIR
  Director February 26, 201627, 2017
Ronald H. Spair    
     
/S/ SMARK F. F. STRAUSS
  Director  February 26, 201627, 2017
Mark F. Strauss    
     
/S/ SERNEST J. J. WATERS
  Director  February 26, 201627, 2017
Ernest J. Waters    
     
/S/ SE/ E. . PHILIPWENGER
  Chairman, Chief Executive Officer and President (Principal Executive Officer)  February 26, 201627, 2017
E. Philip Wenger   

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EXHIBIT INDEX

Exhibits Required Pursuant to Item 601 of Regulation S-K
3.1
 Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K dated June 24, 2011.
3.2
 Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K dated September 16, 2014.
4.1
 First Supplemental Indenture entered into on May 1, 2007 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton Financial Corporation of $100 million aggregate principal amount of 5.75% subordinated notes due May 1, 2017 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 1, 2007.
4.2
 An Indenture entered into on November 17, 2014 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $250 million aggregate principal amount of 4.50% subordinated notes due November 15, 2024 – Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
10.1
 Amended Employment Agreement between Fulton Financial Corporation and E. Philip Wenger dated November 12, 2008 – Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K dated November 14, 2008.
10.2
 Employment Agreement between Fulton Financial Corporation and Craig A. Roda dated August 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated August 5, 2011.
10.3
 Employment Agreement between Fulton Financial Corporation and Philmer H. Rohrbaugh dated November 1, 2012 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 22, 2012.
10.4
 Employment Agreement between Fulton Financial Corporation and Meg R. Mueller dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.5
 Employment Agreement between Fulton Financial Corporation and Curtis J. Myers dated July 1, 2013 – Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.6
 Employment Agreement between Fulton Financial Corporation and Angela M. Sargent dated July 1, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 2013.
10.7
 Employment Agreement between Fulton Financial Corporation and Patrick S. Barrett dated November 4, 2013 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated October 24, 2013.
10.8
 Employment Agreement between Fulton Financial Corporation and Beth Ann L. Chivinski dated April 1, 2014 - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 3, 2016.
10.9
Form of Death Benefit Only Agreement to Senior Management – Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10K dated March 1, 2007.for the fiscal year ended December 31, 2006.
10.910.10
 Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated May 3, 2013.
10.1010.11
Amendment No. 1 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.

10.12
 Form of Option Award and Form of Restricted Stock Award under the Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan between Fulton Financial Corporation and Officers of the Corporation – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K dated June 19, 2013.


10.1110.13
 Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 26, 2014.
10.1210.14
 
Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – filed herewith.Incorporated by reference to Exhibit 10.12 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

10.1310.15
 Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated June 23, 2011.July 11, 2016 - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission. – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8, 2011.

134



10.1410.16
 Fulton Financial Corporation 2011 Directors' Equity Participation Plan – Incorporated by reference to Exhibit A to Fulton Financial Corporation’s definitive proxy statement, dated March 24, 2011.
10.1510.17
 Form of Restricted Stock Award Agreement between Fulton Financial Corporation and Directors of the Corporation as of July 1, 2011 – Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q dated August 8,for quarterly period ended June 30, 2011.
10.1610.18
 Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 – Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K dated March 18,24, 2014.
10.1710.19
 Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K dated November 12, 2014.
12
Computation of Consolidated Ratios of Earnings to Fixed Charges - filed herewith.
21
 Subsidiaries of the Registrant.
23
 Consent of Independent Registered Public Accounting Firm.
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
 
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 20152016 and December 31, 2014;2015; (ii) the Consolidated Statements of Income for the years ended December 31, 2016, 2015 2014 and 2013;2014; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 2014 and 2013;2014;(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2016, 2015 2014 and 2013;2014; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 2014 and 2013;2014; and, (iv) the Notes to Consolidated Financial Statements – filed herewith. 


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