UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020, or
Commission File Number: 0-10587
_______________________________________________________
FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of Incorporation or organization)
Pennsylvania
23-2195389
(I.R.S. Employer Identification No.)
One Penn Square
P. O. Box 4887
(Address of principal executive offices)
Lancaster,
Pennsylvania
17602
(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
Common Stock, $2.50 par value
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-
Cumulative Perpetual Preferred Stock, Series A
Trading Symbol
FULT
FULTP
Name of exchange on which registered
The Nasdaq Stock Market, LLC
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark 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 check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and " emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer
Non-accelerated filer
x Accelerated filer
¨ Smaller reporting company
¨ Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark 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, 2020, the last business day of the
registrant’s most recently completed second fiscal quarter, was approximately $1.6 billion. The number of shares of the registrant’s Common Stock outstanding on February 18, 2021 was
162,460,000.
Portions of the Definitive Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held on May 25, 2021 are incorporated by reference in Part III.
DOCUMENTS INCORPORATED BY REFERENCE
1
Description
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.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management Report On Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Quarterly Consolidated Results of Operations (unaudited)
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
Signatures
Exhibit Index
2
Page
5
21
35
35
35
35
36
39
41
69
74
75
76
77
78
79
131
132
135
136
136
136
137
137
137
137
137
138
140
141
143
FULTON FINANCIAL CORPORATION
GLOSSARY OF DEFINED ACRONYMS AND TERMS
ACL
AFS
ALCO
AML
AOCI
ARC
ASC
ASU
bp
BSA
CARES Act
CECL
Corporation or Company
COVID-19
Directors' Plan
DTAs
Employee Equity Plan
ESPP
ETR
Exchange Act
EAD
FASB
FDIC
Fed Funds Rate
FHLB
FOMC
FRB
FTE
Fulton Bank or the Bank
GAAP
GLB Act
HTM
LGD
LIBOR
MSRs
Net Loans
NIM
N/M
OBS
OCC
OREO
OTTI
PD
PPP
Allowance for Credit Losses
Available for Sale
Asset/Liability Management Committee
Anti-Money Laundering
Accumulated Other Comprehensive Income
Auction Rate Security
Accounting Standards Codification
Accounting Standards Update
Basis Point(s)
Bank Secrecy Act
Coronavirus Aid, Relief, and Economic Security Act
Current Expected Credit Losses
Fulton Financial Corporation
Coronavirus
Amended and Restated Directors’ Equity Participation Plan
Deferred Tax Assets
Amended and Restated Equity and Cash Incentive Compensation Plan
Employee Stock Purchase Plan
Effective Tax Rate
Securities Exchange Act of 1934
Exposure at Default
Financial Accounting Standards Board
Federal Deposit Insurance Corporation
Target Federal Funds Rate
Federal Home Loan Bank
Federal Open Market Committee
Federal Reserve Bank
Fully Taxable-Equivalent
Fulton Bank, N.A.
U.S. Generally Accepted Accounting Principles
Gramm-Leach-Bliley Act
Held to Maturity
Loss Given Default
London Interbank Offered Rate
Mortgage Servicing Rights
Loans and Lease Receivables, (net of unearned income)
Net Interest Margin
Not meaningful
Off-Balance-Sheet
Office of the Comptroller of the Currency
Other Real Estate Owned
Other-Than-Temporary Impairment
Probability of Default
Paycheck Protection Program
3
PSU
ROU
RSU
SBA
SEC
TCI
TDR
TruPS
Performance-Based Restricted Stock Unit
Right-of-Use
Restricted Stock Unit
Small Business Administration
United States Securities and Exchange Commission
Tax Credit Investment
Troubled Debt Restructuring
Trust Preferred Securities
Note: Some numbers contained in the document may not sum due to rounding
4
PART I
Item 1. Business
General
Fulton Financial 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 on June 30, 1982. In this Report, "the Corporation" refers to Fulton Financial Corporation and its subsidiaries that are
consolidated for financial reporting purposes, except that when referring to Fulton Financial Corporation as a public company, as a bank holding company or as a
financial holding company, or to the common stock or other securities issued by Fulton Financial Corporation, references to "the Corporation" refer solely to
Fulton Financial Corporation. References to "the Parent Company" refer solely to Fulton Financial Corporation. In 2000, the Corporation became a financial
holding company as defined in the 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." The Corporation directly owns 100% of the common stock of Fulton Bank and eight non-bank entities.
The Corporation's Internet address is www.fult.com. Electronic copies of the Corporation's 2020 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 SEC.
Banking and Financial Services Subsidiary
The Corporation, through its banking subsidiary, Fulton Bank, delivers financial services within its five-state market area (Pennsylvania, Delaware, Maryland,
New Jersey and Virginia) in a personalized, community-oriented style that emphasizes relationship banking. As recently as 2018, the Corporation had six banking
subsidiaries. During 2018, the Corporation began the process of consolidating its banking subsidiaries into Fulton Bank; the consolidation was completed in
September 2019. The consolidation process resulted in the Corporation conducting its core banking business through a single bank subsidiary, Fulton Bank, which
reduced the number of government agencies that regulate the Corporation's banking operations.
The Corporation operates in areas that are home to a wide range of manufacturing, distribution, health care and other service companies. The Corporation is 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
the Corporation. 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 Factors - Economic and Credit Risks - The composition of the Corporation's loan portfolio and competition for loans subject the
Corporation to credit risk."
The Corporation offers a full range of consumer and commercial banking products and services in its market area. Consumer banking services include various
checking account and savings deposit products, certificates of deposit and individual retirement accounts. The Corporation offers a variety of consumer lending
products to customers in its 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. The Corporation also offers a variety of fixed, variable and adjustable rate products, including
construction loans and jumbo residential mortgage loans. Residential mortgages are offered through Fulton Mortgage Company, which operates as a division of
Fulton Bank. Consumer loan products also include automobile loans, personal lines of credit and checking account overdraft protection.
Commercial banking services are provided primarily to small and medium sized businesses (generally with sales of less than $150 million) in the Corporation's
market area. The Corporation's policies limit the maximum total lending commitment to a single borrower to $55.0 million as of December 31, 2020, which is
significantly below the Corporation's regulatory lending limit. In addition, the Corporation has established lower total lending limits based on the Corporation's
internal risk rating of the borrower and for certain types of lending commitments. Commercial lending products include commercial, financial, agricultural and real
estate loans. Variable, adjustable and fixed rate loans are provided, with variable and adjustable rate loans generally tied to an index, such as the Prime Rate or
LIBOR, as well as interest rate swaps. See Item 1A. "Risk Factors - Market Risks - The planned phasing out of LIBOR as a financial benchmark presents risks to
the financial instruments originated or held by the Corporation." The Corporation's commercial lending policy encourages relationship banking and provides strict
guidelines related to customer creditworthiness and collateral requirements for secured loans. In addition, equipment lease financing, letters of credit, cash
management services and traditional deposit products are offered to commercial customers.
5
Wealth management services, which include investment management, trust, brokerage, insurance and investment advisory services, are offered to consumer and
commercial customers in the Corporation's market area by Fulton Financial Advisors, a division of Fulton Bank.
The Corporation delivers products and services through traditional financial center banking, with a network of full service financial center offices. Electronic
delivery channels include a network of automated teller machines and telephone, mobile 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. As of December 31, 2020, Fulton Bank had 223 financial centers, not including remote service facilities (mainly stand-alone automated teller
machines), and its main office is located in Lancaster, Pennsylvania. On October 1, 2020, the Corporation announced that Fulton Bank had approved a plan to
close 21 financial center offices and consolidate the operations of those offices into nearby financial centers operated by the Fulton Bank. The closure and
consolidation of those financial center offices was completed on January 8, 2021.
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 where Corporation financial centers and other facilities are located; (ii) Central Pennsylvania
Financial Corp., which owns limited partnership interests in partnerships invested primarily in low- and moderate-income housing projects; (iii) FFC Management,
Inc., which owns certain passive investments; (iv) FFC Penn Square, Inc., which owns TruPS issued by a subsidiary of Fulton 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, incorporated in the state of Delaware, whose sole assets consist of junior subordinated deferrable
interest debentures issued by the Corporation, as of December 31, 2020:
Subsidiary
Columbia Bancorp Statutory Trust
Columbia Bancorp Statutory Trust II
Columbia Bancorp Statutory Trust III
Competition
Total Assets
(in thousands)
$
6,186
4,124
6,186
The banking and financial services industries are highly competitive. Within its geographic region, the Corporation faces direct competition from other commercial
banks, varying in size from local community banks to regional and national banks, credit unions and non-bank entities. As a result of the wide availability of
electronic delivery channels, the Corporation also faces competition from financial institutions that do not have a physical presence in the Corporation's geographic
markets.
The industry is also highly competitive due to the various types of entities that now compete aggressively for customers that were traditionally served only by the
banking industry. Under the current financial services regulatory framework, banks, insurance companies and securities firms may affiliate under a financial
holding company structure, allowing their expansion into non-banking financial services activities that had 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. Moreover, the Corporation faces increased competition from certain non-bank entities, such as financial technology companies and marketplace lenders,
which in many cases are not subject to the same regulatory compliance obligations as the Corporation. While the Corporation does not currently engage in many of
the activities described above, further entry into these businesses may enhance the ability of the Corporation to compete in the future.
Supervision and Regulation
The Corporation operates 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.
6
The Corporation is a registered bank holding company, and has elected to be treated as a financial holding company, under the Bank Holding Company Act of
1956, as amended ("BHCA"). The Corporation is regulated, supervised and examined by the Board of Governors of the Federal Reserve System ("Federal Reserve
Board"). Fulton Bank is a national banking association chartered under the laws of the United States and is primarily regulated by the OCC. In addition, the
Consumer Financial Protection Bureau ("CFPB") examines Fulton Bank for compliance with most federal consumer financial protection laws, including the laws
relating to fair lending and prohibiting unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer financial products
or services, and for enforcing such laws with respect to Fulton Bank and its affiliates.
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 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), cash reserve requirements, lending limitations, compliance with unfair,
deceptive and abusive acts and practices prohibitions, limitations on investments, and capital adequacy requirements, among other things. Such laws and
regulations are intended primarily for the protection of depositors, customers and the Federal Deposit Insurance Fund ("DIF"), as well as to minimize risk to the
banking system as a whole, and not for the protection of the Corporation's shareholders or non-depository creditors.
The following discussion is general in nature and seeks to highlight some of the more significant regulatory requirements to which the Corporation is subject, but
does not purport to be complete or to describe all applicable laws and regulations.
Governmental and Regulatory Actions to Mitigate the Impact of the COVID-19 Pandemic - There have been several regulatory and legislative actions
intended to help mitigate the adverse economic impact of COVID-19 on individuals, including several mandates from the federal bank regulatory agencies,
requiring financial institutions to work constructively with borrowers affected by COVID-19 and mandatory loan forbearances. In addition, although the bans on
foreclosures in Pennsylvania and Delaware have expired, bans remain in many of the other states in which the Corporation does business. In New Jersey, Governor
Philip Murphy has, barring rare circumstances, suspended evictions and foreclosures throughout the state until at least April 19, 2021. Both Virginia and Maryland
have enacted provisions allowing for pauses on foreclosures and forbearances for residential homeowners affected by the COVID-19 pandemic until at least the
state of emergency ends in the respective states. There continues to be mounting pressure on governors and localities to take further relief action.
On March 27, 2020, the CARES Act was signed into law. The CARES Act is a $2.2 trillion economic stimulus bill that was intended to provide relief in the wake
of the COVID-19 pandemic. Several provisions within the CARES Act led to action from the bank regulatory agencies and there were also separate provisions
within the legislation that directly impact financial institutions. Section 4022 of the CARES Act allows, until the earlier of December 31, 2020, or the date the
national emergency declared by the President terminates, borrowers with federally-backed one-to-four family mortgage loans experiencing a financial hardship due
to COVID-19 to request a forbearance, regardless of delinquency status, for up to 360 days. Section 4022 also prohibited servicers of federally-backed mortgage
loans from initiating foreclosures during the 60-day period beginning March 18, 2020. Further, on December 21, 2020, the Federal Housing Finance Agency
("FHFA") announced that Fannie Mae and Freddie Mac (the "Enterprises") would extend their single-family moratorium on foreclosures and evictions through
February 28, 2021. The FHFA also extended, through February 28, 2021, the deadline for single family borrowers with Federal Housing Administration ("FHA")
insured mortgages to request an initial COVID-19 forbearance from their mortgage servicer to defer or reduce their mortgage payments for up to six months, which
can be extended for an additional six months. In addition, under Section 4023 of the CARES Act, until the earlier of December 31, 2020 and the date the national
emergency declared by the President terminates, borrowers with federally-backed multifamily mortgage loans whose payments were current as of February 1,
2020, but who have since experienced financial hardship due to COVID-19, may request a forbearance for up to 90 days. Borrowers receiving such forbearance
may not evict or charge late fees to tenants for its duration. On December 23, 2020, the FHFA announced an extension of forbearance programs for qualifying
multifamily properties through March 31, 2021.
The bank regulatory agencies have ensured that adequate flexibility will be given to financial institutions who work with borrowers affected by COVID-19, and
have indicated that they will not criticize institutions who do so in a safe and sound manner. Further, the federal bank regulatory agencies have encouraged
financial institutions to report accurate information to credit bureaus regarding relief provided to borrowers and have urged financial institutions to continue to
assist those borrowers impacted by COVID-19. Also, on April 2, 2020, the bank regulatory agencies issued a joint policy statement to facilitate mortgage servicers’
ability to place consumers in short-term payment forbearance programs. This policy statement was followed by a final rule, on June 23, 2020, that makes it easier
for consumers to transition out of financial hardship caused by COVID-19. The rule makes it clear that servicers do not violate Regulation X (which places
restrictions and requirements upon lenders, mortgage brokers, or servicers of home loans related to consumers when they apply for and receive mortgage loans) by
offering certain COVID-19-related loss mitigation options based on an evaluation of limited application information collected
7
from the borrower. Also, in an attempt to allow individuals and businesses to more quickly access real estate equity, on September 29, 2020, the bank regulatory
agencies issued a rule that deferred appraisal and evaluation requirements after the closing of certain residential and commercial real estate transactions through
December 31, 2020.
Moreover, on January 20, 2021 the Biden Administration issued an Executive Order extending the federal eviction moratorium, originally issued through the
Centers for Disease Control and Prevention, through March 31, 2021. On January 21, 2021, the United States Department of Housing and Urban Development
("HUD") issued an extension of the foreclosure moratorium for all FHA-insured mortgages through March 31, 2021. Also, on February 9, 2021, the FHFA
announced that the Enterprises would extend their single-family moratorium on foreclosures and evictions through March 31, 2021. Further, on February 16, 2021,
the Biden Administration, HUD, and the Departments of Veterans Affairs and Agriculture announced actions to (i) extend the foreclosure moratorium for relevant
borrowers through June 30, 2021; (ii) extend the mortgage payment forbearance enrollment window until June 30, 2021 for relevant borrowers who wish to request
forbearance; and (iii) provide up to six months of additional mortgage payment forbearance, in three-month increments, for relevant borrowers who entered
forbearance on or before June 30, 2020. Further, on December 27, 2020, the Coronavirus Response and Relief Supplemental Appropriation Act of 2021 was signed
into law, which also contains provisions that could directly impact financial institutions. The Act directs financial regulators to support community development
financial institutions and minority depository institutions and directs Congress to re-appropriate approximately $429 billion in unobligated CARES Act funds.
These regulatory and legislative actions may be expanded, extended and amended as the pandemic and its economic impact continue.
The PPP, originally established under the CARES Act and extended under the Coronavirus Response and Relief Supplemental Appropriations Act of 2021,
authorizes financial institutions to make federally-guaranteed loans to qualifying small businesses and non-profit organizations. These loans carry an interest rate
of 1% per annum and a maturity of 2 years for loans originated prior to June 5, 2020 and 5 years for loans originated on or after June 5 . The PPP provides that
such loans may be forgiven if the borrowers meet certain requirements with respect to maintaining employee headcount and payroll and the use of the loan
proceeds after the loan is originated. The initial phase of the PPP, after being extended multiple times by Congress, expired on August 8, 2020. However, on
January 11, 2021, the SBA reopened the PPP for First Draw PPP loans to small business and non-profit organizations that did not receive a loan through the initial
PPP phase. Further, on January 13, 2021, the SBA reopened the PPP for Second Draw loans to small businesses and non-profit organizations that did receive a loan
through the initial PPP phase. At least $25 billion has been set aside for Second Draw PPP loans to eligible borrowers with a maximum of 10 employees or for
loans of $250,000 or less to eligible borrowers in low- or moderate-income neighborhoods. Generally speaking, businesses with more than 300 employees and/or
less than a 25 percent reduction in gross receipts between comparable quarters in 2019 and 2020 are not eligible for Second Draw loans. Further, maximum loan
amounts have been increased for accommodation and food service businesses.
th
Also, the Federal Reserve, in cooperation with the Department of the Treasury, has established many financing and liquidity programs. The Main Street Lending
Program ("MSLP"), which terminated on January 8, 2021, was intended to keep credit flowing to small and mid-sized businesses that were in sound financial
condition before the coronavirus pandemic but needed financing to maintain operations. The Paycheck Protection Liquidity Facility ("PPPLF") supplies liquidity to
PPP participating financial institutions through term financing backed by PPP loans and the Money Market Mutual Fund Liquidity Facility ("MMLF") is intended
to assist money market funds in meeting demands for redemptions by households and other investors, enhancing overall market functioning and credit provision to
the broader economy.
Further, the federal bank regulatory agencies issued several interim final rules throughout the course of 2020 to neutralize the regulatory capital and liquidity
effects for banks that participated in the Federal Reserve liquidity facilities and/or government relief programs. The interim final rule issued on April 9, 2020,
clarifies that a zero percent risk weight applies to loans covered by the PPP for capital purposes and the interim final rule issued on May 15, 2020, permits
depository institutions to choose to exclude U.S. Treasury securities and deposits at Federal Reserve Banks from the calculation of the supplementary leverage
ratio. These interim final rules were finalized on September 29, 2020.
BHCA - The Corporation is subject to regulation and examination by the Federal Reserve Board, and is required to file periodic reports and to provide additional
information that the Federal Reserve Board 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 and extensions of credit, among others. The BHCA
permits the Federal Reserve Board, 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 Board must approve certain proposed
changes in organizational structure or other business activities before they occur. The BHCA imposes certain restrictions 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.
Source of Strength - Federal banking law requires bank holding companies such as the Corporation to act as a source of financial strength and to commit capital
and other financial resources to each of their banking subsidiaries. This support may be
8
required at times when the Corporation may not be able to provide such support without adversely affecting its ability to meet other obligations, or when, absent
such requirements, the Corporation might not otherwise choose to provide such support. If the Corporation is unable to provide such support, the Federal Reserve
Board could instead require the divestiture of the Corporation's subsidiaries and impose operating restrictions pending the divestiture. If a bank holding company
commits to a federal bank regulator that it will maintain the capital of its bank subsidiary, whether in response to the Federal Reserve Board's invoking its source of
strength authority or in response to other regulatory measures, that commitment will be assumed by the bankruptcy trustee and the bank will be entitled to priority
payment in respect of that commitment.
The Economic Growth, Regulatory Relief, and Consumer Protection Act - In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act
("Economic Growth Act") became law. Among other things, the Economic Growth Act amended certain provisions of the Dodd-Frank Act to raise the total asset
threshold for mandatory applicability of enhanced prudential standards for bank holding companies to $250 billion and to allow the Federal Reserve Board to apply
enhanced prudential standards to bank holding companies with between $100 billion and $250 billion in total assets to address financial stability risks or safety and
soundness concerns. The Economic Growth Act's increased threshold took effect immediately for bank holding companies with total assets of less than $100
billion, including the Corporation.
The Economic Growth Act also enacted other important changes, for which the banking agencies issued certain corresponding proposed and interim final rules,
including:
•
•
•
•
•
Raising the total asset threshold for Dodd-Frank Act company-run stress tests from $10 billion to $250 billion;
Prohibiting federal banking agencies from imposing higher capital requirements for High Volatility Commercial Real Estate ("HVCRE") exposures unless
such exposures meet the statutory definition for high volatility acquisition, development or construction ("ADC") loans in the Economic Growth Act;
Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000;
Providing that reciprocal deposits are not treated as brokered deposits in the case of a "well capitalized" institution that received an "outstanding" or
"good" rating on its most recent examination to the extent the amount of such deposits does not exceed the lesser of $5 billion or 20% of the bank's total
liabilities;
Directing the CFPB to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and
construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes.
Given Fulton Bank's size, a number of additional benefits afforded to community banks under applicable asset thresholds are not available to Fulton Bank.
Consumer Financial Protection Laws and Enforcement - The CFPB and the federal banking agencies continue to focus attention on consumer protection laws and
regulations. The CFPB is responsible for promoting fairness and transparency for mortgages, credit cards, deposit accounts and other consumer financial products
and services and for interpreting and enforcing the federal consumer financial laws that govern the provision of such products and services. Federal consumer
financial laws enforced by the CFPB include, but are not limited to, the Equal Credit Opportunity Act ("ECOA"), Truth in Lending Act ("TILA"), the Truth in
Savings Act, Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act ("RESPA"), 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 is subject to multiple federal consumer protection
statutes and regulations, including, but not limited to, those referenced above.
In particular, fair lending laws prohibit discrimination in the provision of banking services. Fair lending laws include ECOA and the Fair Housing Act, which
outlaw discrimination in credit and residential real estate transactions on the basis of prohibited factors including, among others, race, color, national origin,
gender, and religion. A lender may be liable for policies that result in a disparate treatment of, or have a disparate impact on, a protected class of applicants or
borrowers. If a pattern or practice of lending discrimination is alleged by a regulator, then that agency may refer the matter to the U.S. Department of Justice
("DOJ") for investigation. Failure to comply with these and similar statutes and regulations can result in the Corporation becoming subject to formal or informal
enforcement actions, the imposition of civil money penalties and consumer litigation.
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 banking 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 federal district court. In addition, in accordance with a memorandum of understanding entered into between the CFPB and the DOJ, the two agencies have
agreed to coordinate efforts related to enforcing the fair lending laws, which includes information sharing and conducting joint investigations; however, the extent
to which such coordination may actually occur is unpredictable and may change over
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time as the result of a number of factors, including changes in leadership at the DOJ and CFPB, as well as changes in the enforcement policies and priorities of
each agency. As an independent bureau funded by the Federal Reserve Board, the CFPB may impose requirements that are more stringent than those of the other
bank regulatory agencies.
As an insured depository institution with total assets of more than $10 billion, Fulton Bank is subject to the CFPB's supervisory and enforcement authorities. 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, Fulton Bank operates in a stringent consumer compliance environment.
Ability-to-pay rules and qualified mortgages - Under CFPB rules that implement TILA, mortgage lenders are required 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 rules prohibit creditors, such as Fulton Bank, 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. The
mortgage lender may also 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 ("QM") 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 QM loan, 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 enterprise or a federal agency).
However, on December 10, 2020, the CFPB issued two final rules related to QM loans. The first rule replaces the strict debt-to-income (DTI) threshold for QM
loans and provides that, in addition to existing requirements, a loan receives a conclusive presumption that the consumer had the ability to repay if the annual
percentage rate ("APR") does not exceed the average prime offer rate for a comparable transaction by 1.5 percentage points or more as of the date the interest rate
is set. Further, a loan receives a rebuttable presumption that the consumer had the ability to repay if the APR exceeds the average prime offer rate for a comparable
transaction by 1.5 percentage points or more but by less than 2.25 percentage points. The second rule creates a new category of "seasoned" QM loans for those that
meet certain performance requirements. Specifically, the rule allows a non-QM loan or a "rebuttable presumption" QM loan to receive a safe harbor from APR
liability at the end of a "seasoning" period of at least 36 months as a "seasoned QM" if it satisfies certain product restrictions, points-and-fees limits, and
underwriting requirements, and the loan meets the designated performance and portfolio requirements during the "seasoning period." The first final rule has a
mandatory compliance date of July 1, 2021, and the second final rule will apply to covered transactions for which institutions receive an application after the
effective date.
Integrated disclosures under the Real Estate Settlement Procedures Act and the Truth in Lending Act - Under CFPB rules, mortgage lenders are required to provide
a loan estimate, not later than the third business day after submission of a loan application, and a closing disclosure at least three days prior to the loan closing. The
loan estimate must detail the terms of the loan, including, among other things, expenses, projected monthly mortgage payments and estimated closing costs. The
closing disclosure must include, among other things, closing costs and a comparison of costs reported on the loan estimate to actual charges to be applied at
closing.
Volcker Rule - Provisions of the Dodd-Frank Act, commonly known as the "Volcker Rule," prohibit banks and their affiliates from engaging in proprietary trading
and investing in and sponsoring hedge funds and private equity funds and other private funds that are, among other things, offered within specified exemptions to
the Investment Company Act, known as "covered funds," subject to certain exemptions. In October 2019, the federal banking agencies, the Commodity Futures
Trading Commission and the SEC (the "Volcker Rule Regulators") finalized amendments, effective on January 1, 2020, but with a required compliance date of
January 1, 2021, to their regulations implementing the Volcker Rule, tailoring compliance requirements based on the size and scope of a banking entity's trading
activities and clarifying and amending certain definitions, requirements and exemptions. On June 25, 2020, the five U.S. federal financial regulators issued a final
rule that modifies the rule’s prohibition on banking entities investing in or sponsoring "covered funds." The new rule (1) streamlines the covered funds portion of
the rule; (2) addresses the extraterritorial treatment of certain foreign funds; and (3) permits banking entities to offer financial services and engage in other
activities that do not raise concerns that the Volcker Rule was intended to address. The Corporation's investing and trading activities have and will continue to
depend on, among other things, further rulemaking and guidance from the Volcker Rule Regulators and the development of market practices and standards.
Capital Requirements - The Corporation and Fulton Bank are subject to risk-based requirements and rules issued by the federal banking agencies (the "Basel III
Rules") that are based upon the final framework of the Basel Committee for strengthening
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capital and liquidity regulation. Under the Basel III Rules, the Corporation and Fulton Bank apply the standardized approach in measuring their risk-weighted
assets ("RWA") and regulatory capital.
Under the Basel III Rules, the Corporation and Fulton Bank are subject to the following minimum capital ratios:
•
•
•
A minimum Common Equity Tier 1 ("CET1") capital ratio of 4.50% of RWA;
A minimum Tier 1 capital ratio of 6.00% of RWA; and
A minimum Total capital ratio of 8.00% of RWA.
The Basel III Rules also include a "capital conservation buffer" of 2.5%, composed entirely of CET1 capital, in addition to the minimum capital to RWA ratios
outlined above, resulting in effective minimum CET1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The capital conservation buffer is
designed to absorb losses during periods of economic stress. Banking institutions with a capital ratio above the minimum, but below the conservation buffer, will
face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall and the institution's "eligible retained income" (that is,
four quarter trailing net income, net of distributions and tax effects not reflected in net income). If Fulton Bank 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 Fulton Bank. If the
Corporation does not receive sufficient cash dividends from Fulton Bank, 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, 2020, the Corporation and Fulton Bank met the minimum capital requirements, including the
capital conservation buffer, as prescribed in the Basel III Rules.
The Corporation and Fulton Bank are also required to maintain a minimum Tier 1 leverage ratio (Tier 1 capital to a quarterly average of non-risk weighted total
assets) of 4%. The Corporation and Fulton Bank are not subject to the Basel III Rules' countercyclical buffer or the supplementary leverage ratio.
The Basel III Rules provide for a number of deductions from and adjustments to CET1. These include, for example, goodwill, other intangible assets, and DTAs
that arise from net operating loss and tax credit carryforwards net of any related valuation allowance. MSRs, DTAs arising from temporary differences that could
not be realized through net operating loss carrybacks and investments in non-consolidated financial institutions must also be deducted from CET1 to the extent that
they exceed certain thresholds. In July 2019, the federal banking agencies adopted final rules intended to simplify the capital treatment for certain DTAs, MSRs,
investments in non-consolidated financial entities and minority interests for banking organizations, such as the Corporation and Fulton Bank, that are not subject to
the advanced approaches framework (the "Capital Simplification Rules"). The Capital Simplification Rules were effective for the Corporation as of January 1,
2020.
The Corporation and Fulton Bank, as non-advanced approaches banking organizations, made a one-time, permanent election under the Basel III Rules to exclude
the effects of certain components of AOCI included in shareholders' equity under U.S. GAAP in determining regulatory capital ratios.
Under the Basel III Rules, certain off-balance sheet commitments and obligations are converted into RWA, that together with on-balance sheet assets, are the base
against which regulatory capital is measured. The Basel III Rule defined the risk-weighting categories for bank holding companies and banks that follow the
standardized approach, such as the Corporation and Fulton Bank, based on a risk-sensitive analysis, depending on the nature of the exposure.
The Capital Simplifications Rules adopted in July 2019 eliminated the standalone prior approval requirement in the Basel III Capital Rules for any repurchase of
common stock. In certain circumstances, the Corporation's repurchases of its common stock may be subject to a prior approval or notice requirement under other
regulations or policies of the Federal Reserve Board. Any redemption or repurchase of preferred stock or subordinated debt remains subject to the prior approval of
the Federal Reserve Board.
In December 2017, the Basel Committee published the last version of the Basel III accord, generally referred to as "Basel IV." Among other things, these standards
revise the Basel Committee's standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain
"unconditionally cancellable commitments," such as unused credit card and home equity lines of credit) and provides a new standardized approach for operational
risk capital. Under the Basel framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January
1, 2027. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the
Corporation or Fulton Bank. The impact of Basel IV on the Corporation and Fulton Bank will depend on the manner in which it is implemented by the federal
banking agencies.
As noted above, the federal banking agencies have implemented the provisions of the Economic Growth Act that provide certain capital relief pursuant a new and
narrower definition of HVCRE exposures that are subject to a heightened risk weight.
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Stress Testing and Capital Planning - As a result of the Economic Growth Act and implementing regulations adopted by the Federal Reserve Board and OCC, the
Corporation and Fulton Bank are no longer subject to company-run stress testing requirements under the Dodd-Frank Act. The Federal Reserve Board continues to
supervise the Corporation's capital planning and risk management practices through the regular supervisory process.
Current Expected Credit Losses Transitional Provisions - In June 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standard update,
"Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the existing "incurred loss" model for
recognizing credit losses with an "expected loss" model referred to as the Current Expected Credit Loss ("CECL") model. Under the CECL model, the Corporation
is required to present certain financial assets carried at amortized cost, such as loans held for investment and HTM debt securities, at the net amount expected to be
collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable
and supportable forecasts that affect the collectability of the reported amount. In December 2018, the federal banking agencies approved a final rule modifying
their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of the CECL model. The final
rule also revises the agencies' other rules to reflect the update to the accounting standards. The new CECL standard became effective for the Corporation on
January 1, 2020. On August 26, 2020, the federal bank regulatory agencies issued a rule that allows institutions that adopted the CECL accounting standard in 2020
the option to mitigate the estimated capital effects of CECL for two years, followed by a three-year transition period. Taken together, these measures offer
institutions a transition period of up to five years. The Corporation has elected to avail itself of the 2020 Capital Transition Relief as permitted under applicable
regulations. On May 8, 2020, four federal banking agencies issued an interagency policy statement on the new CECL methodology. The policy statement
harmonizes the agencies' policies on ACL with the FASB's new accounting standards. Specifically, the statement (1) updates concepts and practices from prior
policy statements issued in December 2006 and July 2001 and specifies which prior guidance documents are no longer relevant; (2) describes the appropriate
CECL methodology, in light of Topic 326, for determining ACLs on financial assets measured at amortized cost, net investments in leases, and certain OBS credit
exposures; and (3) describes how to estimate an ACL for an impaired AFS debt security in line with Topic 326. The proposed policy statement is effective at the
time that each institution adopts the new standards required by the FASB. 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" for additional information on CECL and
its impact on the Corporation's ACL and regulatory capital.
Prompt Corrective Action - The Federal Deposit Insurance Corporation Improvement Act ("FDICIA") established a system of prompt corrective action to attempt
to resolve the problems of undercapitalized institutions. The FDICIA, among other things, establishes five capital categories for FDIC-insured banks: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." An insured depository institution is
treated as well capitalized if its total risk-based capital ratio is 10.00% or greater, its Tier 1 risk-based capital ratio is 8.00% or greater, its CET1 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, 2020, Fulton Bank's capital ratios were above the minimum levels required to be considered "well capitalized" by the OCC.
Under this system, the federal banking agencies are required to take certain, and authorized to take other, prompt corrective actions against undercapitalized
institutions, the severity of which increase as the capital category of an institution declines, including restrictions on growth of assets and other forms of expansion.
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." Although prompt corrective action regulations apply only to depository
institutions and not to bank holding companies, the holding company must guarantee any such capital restoration plan in certain circumstances. The liability of the
parent holding company under any such guarantee is limited to the lesser of five percent of the bank's assets at the time it became "undercapitalized" or the amount
needed to comply. The parent holding company might also be liable for civil money damages for failure to fulfill that guarantee. In the event of the bankruptcy of
the parent holding company, such guarantee would take priority over the parent's general unsecured creditors.
In addition, regulators consider both risk-based capital ratios and other factors that can affect a bank's financial condition, including (i) concentrations of credit
risk, (ii) interest rate risk, and (iii) risks from non-traditional activities, along with an institution's ability to manage those risks, when determining capital adequacy.
This evaluation is made during the institution's safety and soundness examination. An institution may be downgraded to, or deemed to be in, a capital category that
is lower than is indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with
respect to certain matters.
Brokered Deposits - The FDICIA and FDIC regulations limit the ability of an insured depository institution, such as Fulton Bank, to accept, renew or roll over
brokered deposits unless the institution is well-capitalized under the prompt corrective action framework described above, or unless it is adequately capitalized and
obtains a waiver from the FDIC. In addition, less than well-capitalized banks are subject to restrictions on the interest rates they may pay on deposits. On
December 15, 2020, the
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FDIC issued a final rule that aims to bring brokered deposits regulations in line with modern deposit taking methods and that may reduce the amount of deposits
that would be classified as brokered. Specifically, the rule (1) establishes bright-line standards for determining whether an entity meets the statutory definition of
"deposit broker"; (2) identifies a number of business relationships ("designated exceptions") to which the "primary purpose" exception (which exempts an agent or
nominee whose "primary purpose" is not the placement of funds with insured depository institutions ("IDI"s)) is automatically applicable; (3) establishes a
"transparent" application process for entities that seek a "primary purpose" exception, but do not qualify as a "designated exception"; and (4) clarifies that third
parties that have an exclusive deposit-placement arrangement with one IDI is not considered a "deposit broker."
Loans and Dividends from Bank Subsidiary - There are various restrictions on the extent to which Fulton Bank can make loans and other extensions of credit
(including credit exposure arising from repurchase and reverse repurchase agreements, securities borrowing and derivative transactions) to, or enter into certain
transactions with, its affiliates, which include the Corporation and its non-bank subsidiaries. In general, these restrictions require that such transactions: are limited,
as to any one of the Corporation or its non-bank subsidiaries, to 10% of Fulton Bank's regulatory capital (20% in the aggregate to all such entities); satisfy certain
qualitative limitations, including that any covered transaction be made on an arm's length basis; and, in the case of extensions of credit, be secured by designated
amounts of specified collateral.
For safety and soundness reasons, banking regulations also limit the amount of cash that can be transferred from Fulton Bank to the Parent Company in the form of
dividends. Generally, dividends are limited to the lesser of the amounts calculated under an earnings retention test and an undivided profits test. Under the earnings
retention test, without the prior approval of the OCC, a dividend may not be paid if the total of all dividends declared by a bank in any calendar year is in excess of
the current year's net income combined with the retained net income of the two preceding years. Under the undivided profits test, a dividend may not be paid in
excess of a bank's undivided profits. In addition, banks are prohibited from paying dividends when doing so would cause them to fall below the regulatory
minimum capital levels. See "Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8 "Financial Statements and Supplementary
Data" for additional information regarding regulatory capital and dividend and loan limitations.
Federal Deposit Insurance - The deposits of Fulton Bank are insured up to the applicable limits by the DIF, generally up to $250,000 per insured depositor. Fulton
Bank pays 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. In addition, the FDIC possesses backup enforcement authority over a
depository institution holding company, such as the Corporation, if the conduct 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 pose a foreseeable and material risk to the DIF.
FDIC assessment rates for large institutions that have more than $10 billion in assets, such as Fulton Bank, are calculated based on a "scorecard" methodology that
seeks to capture both the probability that an individual large institution will fail and the magnitude of the impact on the DIF if such a failure occurs, based
primarily on the difference between the institution's average of total assets and average tangible equity. The FDIC has the ability to make discretionary adjustments
to the total score, up or down, based upon significant risk factors that are not adequately captured in the scorecard. For large institutions, including Fulton Bank,
after accounting for potential base-rate adjustments, the total assessment rate could range from 1.5 to 40 basis points on an annualized basis. An institution's
assessment is determined by multiplying its assessment rate by its assessment base, which is asset based.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act"), which was signed into law on December 22, 2017, disallows the deduction of FDIC deposit insurance
premium payments for banking organizations with total consolidated assets of $50 billion or more. For banks with less than $50 billion in total consolidated assets,
such as Fulton Bank, the premium deduction is phased out based on the proportion of the bank's assets exceeding $10 billion.
Anti-Money Laundering Requirements and the USA Patriot Act - The USA PATRIOT Act of 2001 ("Patriot Act"), which amended the Bank Secrecy Act of 1970
("BSA"), and other anti-money laundering ("AML") laws and regulations impose 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.
Among other requirements, the Patriot Act and related regulations impose the following requirements on financial institutions:
•
•
•
Establishment of AML 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
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•
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 requirements of the Patriot Act and other AML laws and regulations 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 addition, financial institutions are subject to customer due diligence requirements, issued by the Financial Crimes Enforcement
Network, to identify and verify the identity of natural persons, known as beneficial owners, who own, control, and profit from legal entity customers when those
customers open accounts. The Corporation has adopted policies, procedures and controls to address compliance with the Patriot Act and other AML laws and
regulations, and will continue to revise and update its policies, procedures and controls to reflect required changes. See Item 1A. "Risk Factors - Legal, Compliance
and Reputational Risks - Failure to comply with the BSA, the Patriot Act and related AML requirements, or with sanctions laws, could subject the Corporation to
enforcement actions, fines, penalties, sanctions and other remedial actions."
On January 1, 2021, the National Defense Authorization Act ("NDAA") was signed into law, which enacted the most significant overhaul of the BSA and other
AML-related laws since the Patriot Act. Notable aspects of the NDAA include: (1) significant changes to the collection of beneficial ownership and the
establishment of a beneficial ownership registry, which requires corporate entities (generally, any corporation, LLC, or other similar entity with 20 or fewer
employees and annual gross income of $5 million or less) to report beneficial ownership information to FinCEN (which will be maintained by FinCEN and made
available upon request to financial institutions); (2) enhanced whistleblower provisions, which provide that one or more whistleblowers who voluntarily provide
original information leading to the successful enforcement of violations of the BSA or other AML-related laws in any judicial or administrative action brought by
the Secretary of the Treasury or the Attorney General resulting in monetary sanctions exceeding $1 million (including disgorgement and interest but excluding
forfeiture, restitution, or compensation to victims) will receive not more than 30 percent of the monetary sanctions collected and will receive increased protections;
(3) increased penalties for violations of the BSA; (4) improvements to existing information sharing provisions that permit financial institutions to share information
relating to SARs with foreign branches, subsidiaries, and affiliates (except those located in China, Russia, or certain other jurisdictions) for the purpose of
combating illicit finance risks; and (5) expanded duties and powers of FinCEN. Many of the new provisions, including those with respect to beneficial ownership,
require the Department of Treasury and FinCEN to promulgate rules.
Commercial Real Estate Guidance - Under guidance issued by the federal banking agencies, the agencies have expressed concerns with institutions that ease
commercial real estate underwriting standards, and have directed financial institutions to maintain underwriting discipline and exercise risk management practices
to identify, measure and monitor lending risks. The agencies have also issued guidance that requires a financial institution to employ enhanced risk management
practices if the institution is exposed to significant concentration risk. Under that guidance, an institution is potentially exposed to significant concentration risk if
(i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multi-
family and non-farm residential properties, loans for construction, land development, and other land loans otherwise sensitive to the general commercial real estate
market, including loans to commercial real estate related entities, represent 300% or more of total capital, and the outstanding balance of the 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 of 1977 ("CRA"), Fulton Bank 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 low- or moderate-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 low- and moderate-income areas. The CRA also requires all institutions to make public
disclosure of their CRA ratings. As of December 31, 2020, Fulton Bank was rated as "satisfactory." Regulations require that Fulton Bank publicly disclose certain
agreements that are in fulfillment of CRA. Fulton Bank is not a party to any such agreements at this time.
On June 5, 2020, the OCC issued a final rule in an attempt to modernize the agency’s regulations under the CRA. The rule (i) clarifies which activities qualify for
CRA credit and (2) requires banks to identify an additional assessment area based on where they receive a significant portion of their domestic retail products, thus
creating two assessments areas: a deposit-based assessment area and a facility-based assessment area. Also, on November 24, 2020, the OCC issued a proposed
rule to establish
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the agency’s approach to determine the CRA evaluation measure benchmarks, retail lending distribution test thresholds, and community development minimums
under the general performance standards set forth in the June 2020 final rule.
Standards for Safety and Soundness - Pursuant to the requirements of FDICIA, as amended by the Riegle Community Development and Regulatory Improvement
Act of 1994 ("Riegle-Neal Act"), 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. In addition, the agencies have adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an
agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan. 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. The federal banking agencies have
issued guidance that provides that, 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.
During the second quarter of 2016, as required by the Dodd-Frank Act, the federal bank regulatory agencies and the SEC proposed revised rules on incentive-based
compensation arrangements at specified regulated entities having at least $1 billion in total assets (including the Corporation and Fulton Bank), but these proposed
rules have not been finalized.
Privacy Protection and Cybersecurity - Fulton Bank is subject to regulations implementing the privacy protection provisions of the GLB Act. These regulations
require Fulton Bank 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 Fulton 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, Fulton Bank is required
to provide its customers with the ability to "opt-out" of having Fulton Bank share their nonpublic personal information with unaffiliated third parties.
Fulton Bank is 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.
Certain states have enacted laws establishing consumer privacy protections and data security requirements in their respective states. For example, the California
Consumer Privacy Act ("CCPA") gives California residents new rights to receive certain disclosures regarding the collection, use, and sharing of "Personal
Information," as well as rights to access, delete, and restrict the sale of certain personal information collected about them. The CCPA went into effect on January 1,
2020, and Fulton Bank is required to comply with the CCPA in serving the small number of its customers that are residents of California. Privacy and data security
legislation remained a priority issue in 2020. Attempts by state and local governments to regulate consumer privacy have the potential to create a patchwork of
differing and/or conflicting state regulations. In addition, Congress and federal regulatory agencies are considering similar laws or regulations, which could create
new individual privacy rights and impose increased obligations on companies handling personal data. For example, on December 18, 2020, the federal financial
regulatory agencies announced a proposal that would require supervised banking organizations to promptly notify their primary federal regulator in the event of a
computer security incident. If adopted without substantial change, the proposed rule would require banking organizations to notify their primary federal regulator
promptly (not later than 36 hours after the discovery of such incidents) of such incidents, termed "computer-security incidents" that are "notification incidents."
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Federal Reserve System - Federal Reserve Board regulations require depository institutions to maintain cash reserves against specified deposit liabilities. The
dollar amount of a depository institution's reserve requirement is determined by applying the reserve ratios specified in the Federal Reserve Board's Regulation D
to an institution's reservable liabilities (primarily net transaction accounts such as NOW and demand deposit accounts). A reserve of 3% must be maintained
against aggregate transaction account balances of between $16.9 million and $127.5 million (subject to adjustment by the Federal Reserve Board) plus a reserve of
10% (subject to adjustment by the Federal Reserve Board within a range of between 8% and 14%) against that portion of total transaction account balances in
excess of $127.5 million. The first $16.9 million of otherwise reservable balances (subject to adjustment by the Federal Reserve Board) are exempt from the
reserve requirements. Fulton Bank 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 Federal
Reserve Board. 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.
However, on December 22, 2020, the Federal Reserve Board issued a final rule that amends Regulation D by lowering the reserve requirement ratios on transaction
accounts maintained at depository institutions to 0%. It is currently unclear whether the reduction of the reserve requirements on transaction accounts is permanent
and any potential impact of such on the Bank’s lending activities is also unclear.
Acquisitions - The BHCA requires a bank holding company to obtain the prior approval of the Federal Reserve Board before:
•
•
•
the company may acquire direct or indirect ownership or control of any voting shares of any bank or savings and loan association, if after such acquisition
the bank holding company will directly or indirectly own or control more than five percent of any class of voting securities of the institution;
the company may acquire direct or indirect ownership or control of any voting shares of any bank or savings and loan association, if after such acquisition
the bank holding company will directly or indirectly own or control more than five percent of any class of voting securities of the institution;
the company may merge or consolidate with any other bank or financial holding company.
Prior regulatory approval is also generally required for mergers, acquisitions and consolidations involving other insured depository institutions. In reviewing
acquisition and merger applications, the bank regulatory authorities will consider, among other things, the competitive effect of the transaction, financial and
managerial issues, including the capital position of the combined organization, convenience and needs factors, including the applicant's CRA record, the
effectiveness of the subject organizations in combating money laundering activities, and the transaction's effect on the stability of the U.S. banking or financial
system.
The Change in Bank Control Act prohibits a person, entity or group of persons or entities acting in concert, from acquiring "control" of a bank holding company or
bank unless the Federal Reserve Board has been given prior notice and has not objected to the transaction. Under Federal Reserve Board regulations, the
acquisition of 10% or more (but less than 25%) of the voting stock of a corporation would, under the circumstances set forth in the regulations, create a rebuttable
presumption of acquisition of control of the corporation.
On January 30, 2020, the Federal Reserve finalized a rule that simplifies and increases the transparency of its rules for determining when one company controls
another company for purposes of the BHC Act. The rule’s original effective date, April 1, 2020, was delayed on March 31, 2020, and became effective September
30, 2020. The rule has and will likely continue to have a meaningful impact on control determinations related to investments in banks and bank holding companies
and investments by bank holding companies in nonbank companies.
Permissible Activities - As a bank holding company, the Corporation may engage in the business of banking, managing or controlling banks, performing servicing
activities for subsidiaries, and engaging in activities that the Federal Reserve Board has determined, by order or regulation, are so closely related to banking as to
be a proper incident thereto. As a financial holding company, the Corporation may also may engage in or acquire and retain the shares of a company engaged in
activities that are financial in nature or incidental or complementary to activities that are financial in nature as long as the Corporation continues to meet the
eligibility requirements for financial holding companies, including that the Corporation and each of its U.S. depository institution subsidiaries remain "well-
capitalized" and "well-managed."
A depository institution is considered "well-capitalized" if it satisfies the requirements of the Prompt Corrective Action framework described above. A depository
institution is considered "well-managed" if it received a composite rating and management rating of at least "satisfactory" in its most recent examination. If a
financial holding company ceases to be well-
16
capitalized and well-managed, the financial holding company must enter into a non-public confidential agreement with the Federal Reserve Board to comply with
all applicable capital and management requirements. Until the financial holding company returns to compliance, the Federal Reserve Board may impose limitations
or conditions on the conduct of its activities, and the company may not commence any new non-banking financial activities permissible for financial holding
companies or acquire a company engaged in such financial activities without prior approval of the Federal Reserve Board. If the company does not timely return to
compliance, the Federal Reserve Board may require divestiture of the financial holding company's banking subsidiaries. Bank holding companies and banks must
also be well-capitalized and well-managed in order to acquire banks located outside their home state. A financial holding company will also be limited in its ability
to commence non-banking financial activities or acquire a company engaged in such financial activities if any of its insured depository institution subsidiaries fails
to maintain a "satisfactory" rating under the CRA.
Activities that are "financial in nature" include securities underwriting, dealing and market making, advising mutual funds and investment companies, insurance
underwriting and agency, merchant banking, and activities that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines to be
financial in nature or incidental to such financial activity.
"Complementary activities" are activities that the Federal Reserve Board determines upon application to be complementary to a financial activity and that do not
pose a safety and soundness issue.
Enforcement Powers of Federal Banking Regulators - The Federal Reserve Board and other U.S. banking agencies have broad enforcement powers with respect to
an insured depository institution and its holding company, including the power to (i) impose cease and desist orders, substantial fines and other civil penalties, (ii)
terminate deposit insurance, and (iii) appoint a conservator or receiver. Failure to comply with applicable laws or regulations could subject the Corporation or
Fulton Bank, as well as their officers and directors, to administrative sanctions and potentially substantial civil and criminal penalties.
In addition, under the BHCA, the Federal Reserve Board has the authority to require a bank holding company to terminate any activity or to relinquish control of a
non-bank subsidiary upon the Federal Reserve Board'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.
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 the Sarbanes-Oxley Act of 2002 and the resulting SEC rules can
be found in the "Signatures" and "Exhibits" sections.
Human Capital
The Corporation’s workforce at December 31, 2020 consisted of approximately 3,300 full-time equivalent employees, compared to approximately 3,500 full-time
equivalent employees at December 31, 2019. While workforce numbers can be fluid over time and employee attrition is a function of many variables, a significant
portion of the workforce decline at December 31, 2020 compared to December 31, 2019 was attributable to a publicly announced (see the Corporation’s Current
Report on Form 8-K filed on October 20, 2020), company-wide strategic operating expense review, which was prompted by the prolonged and continuing effects
of COVID-19 and the expectation that interest rates could remain very low for the next several years, as well as recognition of the need for the Corporation to
accelerate the timetable for certain technology and digital investments that were in progress. The announced optimization of Fulton Bank’s network of financial
centers and closing of 21 financial center offices was also part of that strategic expense review.
Employee Engagement and Retention
The Corporation places a premium on having a highly engaged workforce because engaged employees tend to perform at a higher level, support the Corporation’s
success, and are more likely to remain with the organization. The Corporation conducts an annual survey of its workforce to measure employee engagement, assess
employee morale and help to identify areas of the employee experience that could be improved. The Corporation then tasks its leaders to develop and implement
communication and action plans aimed at engaging with their respective teams to gain a better understanding of the results of the assessment, and to foster
enhanced future engagement.
Leaders at the Corporation are held accountable for employee engagement scores for the teams they lead, as each leader’s engagement score is included in their
annual performance review. Additionally, aggregated employee engagement assessment results are reported to the Corporation’s Board of Directors, as a key
indicator to the health and well-being of the workforce.
17
Culture, Diversity and Inclusion
The Corporation believes that building relationships matters. This belief includes relationships with clients and customers and relationships among employees. In
recent years, the Corporation has placed significant emphasis on developing its corporate culture, and now considers its culture to be one of the components of its
continuing success. The Corporation’s culture-shaping program, The Fulton Experience, is a highly engaging program that is intended to spark new ways of
thinking about employees’ individual roles, how employees collaborate, and how employees and the Corporation grow together as an organization. The
Corporation believes that it succeeds as a company because it values the teamwork of its employees and fosters a culture around that belief. More recently, the
Corporation has been applying that same emphasis to the development of a diverse and inclusive workforce. The Corporation recognizes that having a diverse and
inclusive culture and workforce, that encourages employees to share their opinions and different perspectives, and fosters a culture of respect, are also crucial
elements of a successful organization. In 2020, the Corporation launched a significant effort to enhance and accelerate diversity and inclusion in its workforce by
implementing a number of initiatives aimed at improving its ability to attract and retain diverse candidates so that, over time, the Corporation can increase the
diversity of its workforce to reflect the makeup of the communities it serves.
Compensation and Rewards
The Corporation invests in its workforce by offering competitive salaries, incentives and benefits that are part of the Corporation’s pay for performance culture.
This is implemented through a number of incentive programs that are tailored to drive performance in the business units, as well as at the corporate level.
Workforce Recruitment and Development
The Corporation recruits its workforce, filling both vacant and new positions, largely through the posting for such positions on its own website, on social media
platforms and through talent recruiting efforts by internal recruiters. The Corporation provides for professional development of new and existing employees largely
through the efforts of its Center for Learning and Talent Development, which develops and administers a wide variety of training programs for employee
professional development. The Corporation also provides for a number of off-site, third-party offerings in which employees can further enhance their skills,
knowledge and leadership potential. One such example, afforded to employees with future leadership potential, is through the Corporation’s participation in the
Stonier School of Banking sponsored by the American Bankers Association.
COVID-19 Response
During 2020, the Corporation also needed to navigate the ever-changing COVID-19 environment. From the start of the COVID-19 pandemic, the Corporation has
been committed to supporting its customers and communities. In response to the COVID-19 pandemic, and related governmental guidance, the Corporation
implemented changes to its operations necessary to continue to serve the communities in which it operates, while also striving to provide the necessary protections
for its employees. These changes included having the majority of the Corporation’s employees work from home for a continuing and indefinite period of time,
while implementing additional safety measures and protocols for employees continuing critical on-site work.
The safety, health and wellness of the Corporation’s employees is a top priority. The COVID-19 pandemic presented a unique challenge with regard to maintaining
workforce safety while continuing successful operations, particularly at financial center locations where employees routinely interact with the public.
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Executive Officers
The executive officers of the Corporation are as follows:
Name
E. Philip Wenger
Age
(1)
63
Office Held and Term of Office
Director of the Corporation since 2009 and Director of Fulton Bank, N.A since 2019. Chairman of the Board
and Chief Executive Officer of the Corporation since January 2013. Mr. Wenger previously served as
President of the Corporation from 2008 to 2017, 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.
Mark R. McCollom
56
Senior Executive Vice President and Chief Financial Officer of the Corporation since March of 2018. Mr.
McCollom joined the Corporation in November 2017 as Senior Executive Vice President and Chief Financial
Officer Designee. Before joining the corporation he was a Senior Managing Director, Chief Administrative
Officer and COO of Griffin Financial Group, LLC. Prior to his role at Griffin Financial Group, Mr.
McCollom was the Chief Financial Officer of Sovereign Bancorp, Inc. He has over 30 years of experience in
the financial services industry.
Curtis J. Myers
52
Director of the Corporation since 2019 and Director of Fulton Bank, N.A. since 2009. President and Chief
Operating Officer of the Corporation since January 1, 2018. Chairman and Chief Executive Officer of Fulton
Bank, N.A. since May 2018. Mr. Myers served as Senior Executive Vice President of the Corporation from
July 2013 to December 2017. President and Chief Operating Officer of Fulton Bank, N.A. since February
2009. He served as Executive Vice President of the Corporation since August 2011. Mr. Myers has been
employed by Fulton Bank, N.A. in a number of positions since 1990.
David M. Campbell
59
Senior Executive Vice President, and Director of Strategic Initiatives and Operations since December 2014.
Mr. Campbell joined the Corporation as Chief Administrative Officer of Fulton Financial Advisors, a
division of Fulton Bank, N.A. in 2009, and was promoted to President of Fulton Financial Advisors in 2010.
He has more than 30 years of experience in financial services.
Beth Ann L. Chivinski
60
Senior Executive Vice President and Chief Risk Officer of the Corporation effective June 1, 2016.
Previously, she served as the Corporation’s Chief Audit Executive April 2013 to June 2016 and was
promoted to Senior Executive Vice President of the Corporation in 2014. Prior to that, she served as the
Corporation’s Executive Vice President, Controller and Chief Accounting Officer from June 2004 to March
31, 2013. Ms. Chivinski has worked in various positions with the Corporation since 1994.
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Name
Meg R. Mueller
Age
(1)
56
Office Held and Term of Office
Senior Executive Vice President and Head of Commercial Business since January 1, 2018. Ms. Mueller
served as Chief Credit Officer of the Corporation from 2010 - 2017 and was promoted to Senior Executive
Vice President of the Corporation in 2013. Ms. Mueller has been employed by the Corporation in a number
of positions since 1996.
Angela M. Sargent
53
Senior Executive Vice President and Chief Information Officer of the Corporation since July 2013. Ms.
Sargent served as Executive Vice President and Chief Information Officer from 2002 to 2013 and has been
employed by the Corporation in a number of positions since 1992.
Angela M. Snyder
56
Senior Executive Vice President and Head of Consumer Banking since January 1, 2018. She heads the
Corporation's Consumer Banking line of business. Ms. Snyder joined the Corporation in 2002 as President of
Woodstown National Bank she then served as Chairwoman, President and CEO of Fulton Bank of New
Jersey until 2019, when the Corporation consolidated that bank into Fulton Bank, N.A. She has more than 30
years of experience in the financial services industry.
Daniel R. Stolzer
64
Senior Executive Vice President, Chief Legal Officer and Corporate Secretary since January 1, 2018. Mr.
Stolzer joined the Corporation in 2013 as Executive Vice President, General Counsel and Corporate
Secretary. Prior to joining the Corporation, Mr. Stolzer served as Chief Counsel - Special Projects at PNC
Financial Services Group in Pittsburgh, PA and Deputy General Counsel at KeyCorp in Cleveland, OH. He
has more than 30 years of experience working in financial services law beginning with work at several law
firms, including Cadwalader, Wickersham & Taft in New York City where he was a member of the
Corporate Securities and Capital Markets practice groups.
.
Bernadette M. Taylor
59
Senior Executive Vice President, and Chief Human Resource Officer since May 2015. In 2001, she was
promoted to Senior Vice President of employee services. She served as Executive Vice President of
employee services, employment, and director of human resources before her promotion in 2015 to Chief
Human Resources Officer. Dr. Taylor joined the Corporation in 1994 as Corporate Training Director at
Fulton Financial Corporation.
(1) As of December 31, 2020
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Item 1A. Risk Factors
An investment in the Corporation's securities 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 financial markets may materially adversely affect the Corporation's business, results of operations and financial
condition.
The Corporation's results of operations and financial condition are affected by conditions in the economy and the financial markets generally. The Corporation's
financial performance is highly dependent upon the business environment in the markets where the Corporation operates and in the United States 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 or in interest rates; high unemployment; governmental
fiscal and monetary policies; the level of, or changes in, prices of raw materials, goods or commodities; global economic conditions; trade policies and tariffs
affecting other countries as well as retaliatory policies and tariffs by such countries; geopolitical events; natural disasters; public health crises, such as epidemics
and pandemics; acts of war or terrorism; 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, if
any, securing those loans, as well as demand for loans and other products and services the Corporation offers. There continues to be significant ongoing financial
risk facing the U.S. economy, which could negatively impact the quality of the Corporation's loan portfolio. As a result, 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 COVID-19 pandemic has adversely affected, and will likely continue to adversely affect, the Corporation’s business, results of operations and financial
condition for an indefinite period.
Beginning in the first quarter of 2020, the COVID-19 pandemic has caused substantial disruptions in economic and social activity, both globally and in the United
States. The spread of COVID-19, and related governmental actions to mandate or encourage temporary closures of businesses, quarantines, social distancing, "stay
at home" orders and other restrictions on in-person operations and activities, have caused severe disruptions in the U.S. economy, which has, in turn, disrupted, and
will likely continue to disrupt, the business, activities, and operations of the Corporation’s customers, as well as the Corporation’s own business and operations.
The resulting impacts of the pandemic on consumers, including high levels of unemployment, have continued to cause changes in consumer and business spending,
borrowing needs and saving habits, which have and will likely continue to affect the demand for loans and other products and services the Corporation offers, as
well as the creditworthiness of its borrowers and guarantors. The significant decrease in commercial activity and disruptions in supply chains associated with the
pandemic, both nationally and in the Corporation’s markets, may cause customers, vendors and counterparties to be unable to meet existing payment or other
obligations to the Corporation. While portions of the national economy have reopened, there is still significant uncertainty concerning the breadth and duration of
business disruptions related to the COVID-19 pandemic, as well as their impact on the U.S. economy. The extent to which the pandemic impacts the Corporation’s
results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the
continuing severity of the COVID-19 pandemic, whether there are additional outbreaks of COVID-19, and the actions taken to contain it or treat its impact.
Moreover, although multiple COVID-19 vaccines have received regulatory approval and are currently being distributed to certain high-risk population groups, it is
too early to know how quickly these vaccines can be distributed to the general population and how effective they will be in mitigating the adverse social and
economic effects of the COVID-19 pandemic. If the pandemic continues to cause significant negative impacts to economic conditions, the Corporation’s results of
operations, financial condition and cash flows could be materially adversely impacted.
The Corporation’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. In an effort to
mitigate the spread of COVID-19, the Corporation has adjusted service models at certain of its financial center locations, including limiting some locations to
drive-up and ATM services only, offering lobby access by appointment only, and encouraging the Corporation’s customers to use electronic banking platforms.
The Corporation expects some of these measures may remain in place permanently. The increased use of electronic banking platforms by the
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Corporation’s customers may expose the Corporation to increased operational risks, including fraud and cybersecurity risks. In addition, the use of quarantines and
social distancing methods to curtail the spread of COVID-19 – whether mandated by governmental authorities or recommended as a public health practice – may
adversely affect the Corporation’s operations as key personnel, employees and customers avoid physical interaction. A significant portion of the Corporation’s
employees has transitioned to working remotely as a result of the COVID-19 pandemic, which, in addition to requiring added support from the Corporation’s
information technology infrastructure, increases cybersecurity risks. The continued spread of COVID-19 (or an outbreak of a similar highly contagious disease)
could also negatively impact the business and operations of third-party service providers who perform critical services for the Corporation’s business. It is not yet
known what impact these operational changes may have on the Corporation’s financial performance.
There continues to be broad concerns related to the potential effects of the COVID-19 pandemic. The aftereffects of the pandemic may continue to have an adverse
effect on, among other things, (i) the Corporation’s ability to attract customer deposits, (ii) the ability of the Corporation’s borrowers to satisfy their obligations,
(iii) the demand for the Corporation’s loans or the Corporation’s other products and services and/or (iv) unemployment rates, financial markets, real estate markets
or economic growth. Further, the timing and ability of the Corporation’s customers’ businesses to re-open and ramp up to prior levels of activity will vary,
depending upon geography, industry and other factors.
The outbreak of COVID-19 has significantly affected the financial markets and has resulted in a number of responses by the U.S. government, including reductions
in interest rates by the FOMC. These reductions in interest rates, especially if prolonged, could adversely affect the Corporation’s net interest income and margins
and the Corporation’s profitability for an uncertain period of time.
The COVID-19 pandemic and its impact on the economy heightens the risk associated with many of the risk factors described in this Annual Report on Form 10-
K, including those related to economic conditions in the Corporation’s market areas, interest rates, loan losses, operational risks, the Corporation’s reliance on its
executives and third party service providers and impairments of goodwill and intangible assets.
Governmental and regulatory actions to mitigate the impact of COVID-19 could increase regulatory compliance risks and result in a material decline in the
Corporation’s earnings.
There have been several regulatory and legislative actions intended to help mitigate the adverse economic impact of COVID-19 on individuals, including mandates
requiring financial institutions to work constructively with borrowers affected by COVID-19 and mandatory loan forbearances. Due to the unforeseen nature of the
pandemic, future regulatory action is highly uncertain and cannot be predicted. Although the state-wide eviction and foreclosure moratoriums have expired in some
of the states we do business, there are federal prohibitions. Further, there have been several other bank regulatory actions and legislative changes intended to help
mitigate the adverse impact of COVID-19. There continues to be mounting pressure on federal and state officials to take further action. In addition, the
Corporation’s administration of COVID-19 relief programs is likely to be subject to greater regulatory scrutiny. For example, the newly appointed Acting Director
of the CFPB recently expressed concerns regarding some regulated companies’ administration of COVID-19 relief programs and communicated the CFPB’s intent
to take aggressive action and expedite enforcement actions to ensure that regulated companies follow the law and meet their obligations to assist consumers during
the COVID-19 pandemic.
The Corporation has offered, and may continue to offer, payment deferrals, forbearances, fee waivers, and other forms of assistance to commercial, small business
and consumer customers that have been impacted by the COVID-19 pandemic. If these customers are unable to repay their loans in a timely manner when payment
deferrals, forbearances or other forms of assistance end, delinquency levels may increase, the Corporation may be required to reverse the accrual of interest during
the deferral or forbearance period, and the Corporation may need to increase its ACL through provisions for credit losses. In addition, the existence of deferrals,
forbearances and other forms of assistance provided to borrowers impacted by the COVID-19 pandemic may not be considered TDRs or be required to be reflected
as delinquent during the applicable deferral or forbearance period, and may make it more challenging to identify deterioration in individual borrower performance
and in the loan portfolio generally. See Item 1. "Business-Supervision and Regulation-Governmental and Regulatory Actions to Mitigate the Impact of the
COVID-19 Pandemic."
The Corporation originated a significant number of loans under the SBA’s Paycheck Protection Program, which may expose the Corporation to potential risks
and may result in a large number of such loans remaining on the Corporation’s consolidated balance sheets.
The Corporation is a participating lender under the PPP, a loan program administered through the SBA, that was created to help eligible businesses, organizations
and self-employed persons fund their operating costs during the COVID-19 pandemic. There are areas of ambiguity in the laws, regulations and guidance relating
to the operation of the PPP, which exposes the Corporation to potential risks relating to non-compliance with the requirements of the PPP. For example, other
lenders have been named in
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litigation related to their processes and procedures for accepting and processing applications for PPP loans and other matters related to PPP loans. In addition, the
Corporation may be exposed to credit risk in connection with PPP loans if a determination is made by the SBA that a deficiency exists in the manner in which the
PPP loan was originated, funded or serviced. If a deficiency is identified, the SBA may deny or limit its liability under its guaranty, or seek to recover from the
Corporation amounts paid pursuant to its guaranty. Moreover, loan programs adopted by the federal government, such as the PPP and the Main Street Lending
Program, while intended to lessen the impact of the pandemic on businesses, may result in a decreased demand for the Corporation’s loan products. See Item 1.
"Business-Supervision and Regulation-Governmental and Regulatory Actions to Mitigate the Impact of the COVID-19 Pandemic."
The Corporation is subject to certain risks in connection with the establishment and level of its allowance for credit losses.
The ACL consists of the ACL - Loans, which is recorded as a reduction to loans on the consolidated balance sheets, and the ACL for OBS credit exposures, which
is included in other liabilities on the consolidated balance sheets. While the Corporation believes that its ACL as of December 31, 2020 was sufficient to cover
expected future credit losses in its financial instruments, principally the loan portfolio and OBS credit exposures, as of that date, the Corporation may need to
increase its provision for credit losses in future periods due to changes in the risk characteristics of the loan portfolio or OBS credit exposures, forecasted economic
conditions and growth in the loan portfolio or OBS credit exposures, among other factors, thereby negatively impacting its results of operations. The determination
of the ACL depends significantly upon the Corporation's assumptions and judgments with respect to a variety of factors, including the performance of the loan
portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, as
well as changes in lending policy, the nature and volume of the portfolio, credit concentrations, specific industry risks, competition, model imprecision and legal
and regulatory requirements, among other factors. If the Corporation's assumptions and judgments regarding such matters prove to be inaccurate, its ACL 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 the ACL. Any increase in the ACL or loan charge-
offs as required by such regulatory agencies could have a material adverse effect on the Corporation's financial condition and results of operations. See "Note 1 -
Summary of Significant Accounting Policies – Allowance for Credit Losses" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements
and Supplementary Data" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Allowance
for Credit Losses and Asset Quality."
The composition of the Corporation's loan portfolio and competition for loans subject the Corporation to credit risk.
Approximately 73% of the Corporation's loan portfolio was in commercial loans, commercial mortgage loans, and construction loans at December 31, 2020.
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 likely to be 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 governmental regulation.
Furthermore, intense competition among both bank and non-bank lenders could increase pressure on the Corporation to relax its credit standards and/or
underwriting criteria in order to achieve the Corporation's loan growth targets. This could result in greater challenges in the repayment or collection of loans should
economic conditions, or individual borrower performance, deteriorate. 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, posing similar repayment and collection risk. See Item
7. "Management's Discussion and Analysis of Financial Condition and Results of 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 Federal Reserve Board, 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.
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Net interest income is the difference between interest earned on interest-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 2020. Changes in market interest rates, in the
shape of the yield curve or in spreads between different market interest rates can have a material effect on the Corporation's net interest margin, or the difference
between interest earned on loans and investments and interest paid on deposits and borrowings. The rates on some interest-earning assets, such as loans and
investments, and interest-bearing liabilities, such as deposits and borrowings, adjust concurrently with, or within a brief period after, changes in market interest
rates, while others adjust only periodically or not at all during their terms. Thus, changes in market interest rates might, for example, result in a decrease in the
interest earned on interest-earning assets that is not accompanied by a corresponding decrease in the interest paid on interest-bearing liabilities, or the decrease in
interest paid might be at a slower pace, or in a smaller amount, than the decrease in interest earned, reducing the Corporation's net interest income and/or net
interest margin. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of 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. In the event that the fair value of an investment security declines below its amortized cost, the Corporation is required to
determine whether the decline constitutes an OTTI. The determination of whether a decline in fair value is other-than-temporary 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. If a determination is made that a decline is other-than-temporary, an OTTI charge is recorded.
The planned phasing out of LIBOR as a financial benchmark presents risks to the financial instruments originated or held by the Corporation.
LIBOR is the reference rate used for many of the Corporation's transactions, including variable and adjustable rate loans, derivative contracts, borrowings and
other financial instruments. However, a reduced volume of interbank unsecured term borrowing, coupled with legal and regulatory proceedings related to rate
manipulation by certain financial institutions, has led to international reconsideration of LIBOR as a financial benchmark. The United Kingdom Financial Conduct
Authority ("FCA"), which regulates the process for establishing LIBOR, announced in July 2017 that the FCA intends to stop persuading, or compelling, banks to
submit rates for the calculation of LIBOR after 2021. Until such time, however, FCA panel banks have agreed to continue to support LIBOR.
Regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee) have, among other things, published recommended fallback
language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., the Secured Overnight Financing Rate and
the American Interbank Offered Rate (“Ameribor”) as the recommended alternative to U.S. Dollar LIBOR), and proposed implementation of the recommended
alternatives in floating rate instruments. At this time, it is not possible to predict whether these recommendations and proposals will be broadly accepted, whether
they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments. The uncertainty surrounding
potential reforms, including the use of alternative reference rates and changes to the methods and processes used to calculate rates, may have an adverse effect on
the trading market for LIBOR-based securities, loan yields, and the amounts received and paid on derivative contracts and other financial instruments. In addition,
the implementation of LIBOR reform proposals may result in increased compliance and operational costs.
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. For example, demand 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. As a
result, the Corporation may need to periodically increase or decrease the size of certain of its businesses, including its personnel, to 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.
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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, and
corporate debt securities, 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 OTTI charges.
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 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 policies 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 Corporation, 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.
The Corporation relies on customer deposits as its primary source of funding. A substantial majority of the Corporation's deposits are in non-maturing accounts,
which deposit customers can withdraw on demand or upon several days' notice. Factors, many of which are outside the Corporation's control, can cause
fluctuations in both the level and cost of customer deposits. These factors include competition for customer deposits from other financial institutions and non-bank
competitors, changes in interest rates, the rates of return available from alternative investments or asset classes, changes in customer confidence in the Corporation
or in financial institutions generally, and the liquidity needs of the Corporation's deposit customers. Further, deposits from state and municipal entities, primarily in
non-maturing, interest-bearing accounts, are a significant source of deposit funding for the Corporation, representing approximately 11% of total deposits at
December 31, 2020. State and municipal customers frequently maintain large deposit account balances substantially in excess of the per-depositor limit of FDIC
insurance, and may be more sensitive than other depositors to changes in interest rates and the other factors discussed above. Advances in technology, such as
online banking, mobile banking, digital payment platforms and the acceleration of financial technology innovation, have also made it easier to move money,
potentially causing customers to switch financial institutions or switch to non-bank competitors. Movement of customer deposits into higher-yielding deposit
accounts offered by the Corporation, 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 Item 7A. "Quantitative and Qualitative Disclosures About Market
Risk-Interest Rate Risk, Asset/Liability Management and Liquidity."
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LEGAL, COMPLIANCE AND REPUTATIONAL RISKS.
The Corporation and Fulton Bank are subject to extensive 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 and Fulton Bank's operations is subject to extensive regulation and supervision by federal and state regulatory agencies,
including the Federal Reserve Board, OCC, FDIC, CFPB, DOJ, UST, SEC, HUD, state attorneys general and state banking, financial services, securities and
insurance regulators. 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, risk
management and financial accounting and reporting, as well as laws and regulations governing consumer protection, fair lending, privacy, information security and
cybersecurity risk management, third-party vendor risk management, and AML and anti-terrorism laws, among other aspects of the Corporation's business. 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 informal or formal regulatory enforcement actions against the Corporation or Fulton Bank. Other negative consequences can also 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 U.S. Congress and state legislatures and federal and state regulatory agencies continually review banking and other laws, regulations and policies for possible
changes. Changes in applicable federal or state laws, regulations or governmental policies may affect the Corporation and its business. 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.
Further, unified Democratic control of the White House and both chambers of Congress will allow Democratic control of the legislative and executive agendas.
The Corporation expects that Democratic-led Congressional committees will pursue greater oversight and will also pay increased attention to the banking sector’s
role in providing COVID-19-related assistance. The prospects for the enactment of major banking reform legislation under the new Congress are unclear at this
time.
Further, the turnover of the presidential administration has produced, and likely will continue to produce, various changes in the leadership and senior staffs of the
federal regulatory agencies. The heads of many of these agencies will change in 2021 pending Senate confirmation. Also, the Board of Governors of the Federal
Reserve and the FDIC Board of Directors may experience significant turnover within the next several years. Future regulatory agendas and the impact of such on
the Corporation and the financial services sector generally cannot be predicted at this time.
Compliance with banking and financial services statutes and regulations is also important to the Corporation's ability to engage in new activities or to expand
existing activities. Regulators continue to scrutinize banks through longer and more intensive examinations. Federal and state banking agencies 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. The
Corporation has dedicated significant time, effort, and expense over time to comply with regulatory and supervisory standards and requirements imposed by the
Corporation's regulators, and the Corporation expects that it will continue to do so. If the Corporation fails to develop at a reasonable cost the systems and
processes necessary to comply with the standards and requirements imposed by these rules, it could have a material adverse effect on the Corporation's business,
financial condition, or results of operations.
Failure to comply with the BSA, the Patriot Act and related AML requirements, or with sanctions laws, could subject the Corporation to enforcement actions,
fines, penalties, sanctions and other remedial actions.
Regulators have broad authority to enforce AML and sanctions laws. Failure to comply with AML and sanctions laws or to maintain an adequate compliance
program can lead to significant monetary penalties and reputational damage, and federal regulators evaluate the effectiveness of an applicant in combating money
laundering when considering approval of applications to acquire, merge, or consolidate with another banking institution, or to engage in other expansionary
activities. There have been a number of significant enforcement actions by regulators, as well as state attorneys general and the DOJ, against banks, broker-dealers
and non-bank financial institutions with respect to AML and sanctions laws and some have resulted in substantial penalties, including criminal pleas. Enforcement
actions have included the Federal Reserve Board's Consent Order against the Corporation in 2014 (the "Consent Order"), which was terminated in May 2019, in
connection with alleged deficiencies in the Corporation's BSA/AML compliance program. Any violation of law or regulation, possibly even inadvertent
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or unintentional violations, could result in the fines, sanctions or other penalties described above, including one or more additional consent orders against Fulton
Bank or the Corporation, which could have significant reputational or other consequences and could have a material adverse effect on the Corporation’s business,
financial condition and results of operations.
Additional expenses and investments have been incurred in recent years as the Corporation expanded its hiring of personnel and use of outside professionals, such
as consulting and legal services, and made capital investments in operating systems to strengthen and support the Corporation's 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 those undertaken in connection with the Consent Order, 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.
The Dodd-Frank Act continues to have a significant impact on the Corporation's business and results of operations.
The Dodd-Frank Act has had a substantial impact on many aspects of the financial services industry. The Corporation has been impacted, and will likely continue
to be impacted 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 and regulation under federal consumer protection laws.
The CFPB, which was established pursuant to the Dodd-Frank Act, has imposed enforcement actions against a variety of bank and non-bank market participants
with respect to a number of consumer financial products and services. These actions have resulted in those participants expending significant time, money and
resources to adjust to the 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. Other federal financial regulatory agencies, including the OCC, as well as state attorneys
general and state banking agencies and other state financial regulators, also have been active in this area with respect to institutions over which they have
jurisdiction. Federal financial regulatory agencies may be even more active in this area under the Biden Administration. See Item 1. "Business-Supervision and
Regulation."
Changes in U.S. federal, state or local tax laws may negatively impact the Corporation's financial performance.
The Corporation is subject to changes in tax law that could increase the Corporation's effective tax rates. These law changes may be retroactive to previous periods
and, as a result, could negatively affect the Corporation's current and future financial performance. In December 2017, the Tax Act was signed into law, which
resulted in significant changes to the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Tax Act reduced the Corporation's Federal corporate
income tax rate to 21% beginning in 2018. However, the Tax Act also imposed limitations on the Corporation's ability to take certain deductions, such as the
deduction for FDIC deposit insurance premiums, which partially offset the increase in net income from the lower tax rate.
In addition, a number of the changes to the Code are set to expire in future years. There is substantial uncertainty concerning whether those expiring provisions will
be extended, or whether future legislation will further revise the Code.
From time to time the Corporation 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 has been named or threatened to be named
as defendant in various lawsuits arising from its business activities (and in some cases from the activities of companies that were acquired). In addition, the
Corporation is periodically the subject of governmental investigations and other forms of regulatory or governmental inquiry. For example, as previously disclosed,
the Corporation recently consented to the entry of an administrative civil cease-and-desist order and paid a civil monetary penalty of $1.5 million to resolve an
investigation by the staff of the Division of Enforcement of the SEC regarding certain accounting determinations that could have impacted the Corporation's
reported earnings per share. Like other large financial institutions, the Corporation is also subject to risk from potential employee misconduct, including non-
compliance with policies and improper use or disclosure of confidential information. These lawsuits, investigations, inquiries and other matters could lead to
administrative, civil or criminal proceedings, or result in adverse judgments, settlements, fines, penalties, restitution, injunctions or other types of sanctions, or the
need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. Substantial legal liability or significant regulatory
actions against the Corporation could materially adversely affect the Corporation's business, financial condition or results of operations and/or cause significant
reputational harm. The Corporation establishes reserves for legal claims when payments associated with the claims become probable and the
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costs can be reasonably estimated. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss
reserve is established. However, the Corporation may still incur potentially significant legal costs for a matter, even if a reserve has not been established.
The Corporation can provide no assurance as to the outcome or resolution of legal or administrative actions or investigations, and such actions and investigations
may result in judgments against the Corporation for significant damages or the imposition of regulatory restrictions on the Corporation's 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.
STRATEGIC AND EXTERNAL RISKS.
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 interest rate environment, it may become more difficult for the Corporation to further increase its net interest margin or its net interest
margin may come under further downward pressure. 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; and
The Corporation may seek to supplement organic growth through acquisitions, but may not be able to identify suitable acquisition opportunities, obtain
the required regulatory approvals or successfully integrate acquired businesses.
To achieve profitable growth, the Corporation may pursue new lines of business or offer new products or services, all of which can involve significant costs,
uncertainties and risks. Any new activity the Corporation pursues may require a significant investment of time and resources, and may not generate the anticipated
return on that investment. Sustainable growth requires that the Corporation manage risks by balancing loan and deposit growth at acceptable levels of risk,
maintaining adequate liquidity and capital, hiring and retaining qualified employees, successfully managing the costs and implementation risks with respect to
strategic projects and initiatives, and integrating acquisition targets while managing costs. In addition, the Corporation may not be able to effectively implement
and manage any new activities. External factors, such as the need to comply with additional regulations, the availability, or introduction, of competitive alternatives
in the market, and changes in customer preferences may also impact the successful implementation of any new activity. Any new activity could have a significant
impact on the effectiveness of the Corporation's system of internal controls. If the Corporation is not able to adequately identify and manage the risks associated
with new activities, the Corporation's business, results of operations and financial condition could be materially and adversely impacted.
The Corporation faces a variety of risks in connection with potential acquisitions.
The Corporation may seek to supplement organic growth through acquisitions of banks or branches, or other financial businesses or assets. Acquiring other banks,
branches, financial businesses or assets involves a variety of risks commonly associated with acquisitions, including, among other things:
•
•
•
•
•
•
The possible loss of key employees and customers of the acquired business;
Potential disruption of the acquired business and the Corporation's business;
Exposure to potential asset quality issues of the acquired business;
Potential exposure to unknown or contingent liabilities of the acquired business including, without limitation, liabilities for regulatory and compliance
issues;
Potential changes in banking or tax laws or regulations that may affect the acquired business; and
Potential difficulties in integrating the acquired business, resulting in the diversion of resources from the operation of the Corporation's existing
businesses.
Acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of the Corporation's tangible book value and
net income per common share may occur in connection with any future transaction. Failure to realize the expected revenue increases, cost savings, increases in
geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on the Corporation's business, financial
condition and results of operations. In addition, the Corporation faces significant competition from other financial services institutions, some of which may have
greater financial resources than the Corporation, when considering acquisition opportunities. Accordingly, attractive opportunities may not be available and there
can be no assurance that the Corporation will be successful in identifying, completing or integrating future acquisitions.
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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 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 funds transfers, payment services, residential mortgage loans,
consumer loans and wealth and investment management services. Competition with non-banks, including technology companies, to provide financial products and
services is intensifying. In particular, the activity of financial technology companies ("Fintechs") has grown significantly over recent years and is expected to
continue to grow. Fintechs have and may continue to offer bank or bank-like products. In July 2018, the OCC announced that it will begin accepting applications
from Fintechs to become special purpose national banks. Although the OCC’s authority to issue special purpose bank charters to non-bank Fintechs continues to be
subject to ongoing litigation, similar developments are likely to result in even greater competition within all areas of the Corporation’s operations.
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 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 Item 1.
"Business-Competition."
Climate change may materially adversely affect the Corporation's business and results of operations.
The Corporation operates in areas where its business and the activities of its customers could be impacted by the effects of climate change. The effects of climate
change may include increased frequency or severity of weather-related events, such as severe storms, hurricanes, flooding and droughts, and rising sea levels.
These effects can disrupt business operations, damage property, devalue assets and change consumer and business preferences, which may adversely affect
borrowers, increase credit risk and reduce demand for the Corporation’s products and services. In addition, increasing concerns over the long-term impacts of
climate change have led and will likely continue to lead to legislative and regulatory initiatives to combat climate change and may result in increased supervisory
expectations with respect to banks’ risk management practices related to climate change. Climate change, its effects and the resulting, unknown impacts could have
a material adverse effect on the Corporation’s financial condition and results of operations.
If the goodwill that the Corporation has recorded or records in the future 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. In the future,
the Corporation may seek to supplement organic growth through additional acquisitions. 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, 2020, the Corporation had $533.4 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 the Corporation reports its financial condition and results of
operations.
The preparation of the Corporation's financial statements in accordance with GAAP 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 ACL, 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-
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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 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.
The Corporation has from time to time undertaken initiatives to reduce or manage growth in its non-interest expenses and increase the efficiency of its
operations. The Corporation may not achieve the intended effect on its non-interest expenses or its operating efficiency, and those initiatives may have an
adverse impact on the Corporation’s competitive position and ability to achieve its growth plans.
It is possible that initiatives from time to time undertaken by the Corporation to reduce or manage growth in its non-interest expenses and increase its operating
efficiency will not achieve the effects on its non-interest expenses or create the cost efficiencies intended through those initiatives. Moreover, those initiatives
could adversely impact the retention of customers and deposit balances, harm the Corporation’s relationships with its customers, weaken the Corporation’s
competitive position, or make it more difficult for the Corporation to achieve its growth plans. Any of these circumstances, should they arise, could have a material
adverse effect on the Corporation’s business or results of operations.
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 other third parties, intentional and
inadvertent misrepresentation by loan applicants, borrowers or guarantors, 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.
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.
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 Fulton Bank. 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 or results of operations, and damage its reputation. 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.
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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.
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 relies on third parties for significant business functions, such as processing customer transactions, providing cloud-based infrastructure,
software and data storage services, maintaining customer-facing websites, including its online and mobile banking functions, 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 and
the downstream service providers of those vendors. 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 confidential information or customer data,
unavailability, degradation or denial of service, introduction of computer viruses or ransomware 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 Corporation to regulatory
investigations, litigation or enforcement actions require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third
parties affected by a cyber security incident, all or any of which could adversely affect the Corporation's business, financial condition or results of operations and
damage its reputation.
Like other financial institutions, the Corporation experiences malicious cyber activity on an ongoing basis directed at its websites, computer systems, software,
networks and its users. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of-service
attacks. The Corporation also experiences large volumes of phishing and other forms of social engineering attempted for the purpose of perpetrating fraud against
the Corporation, its employees or its customers. While, to date, malicious cyber activity, cyber attacks and other information security breaches have not had a
material adverse impact on the Corporation, there can be no assurance that such events will not have a material adverse impact on the Corporation’s business,
results of operations, financial condition or reputation in the future.
The Corporation uses monitoring and preventive controls to detect and respond to data breaches and cyber threats involving its own systems before they become
significant. The Corporation regularly evaluates its systems and controls and implements upgrades as necessary. The Corporation also attempts to reduce its
exposure to its vendors' data privacy and 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 additional cost to the Corporation of data and cyber security monitoring and
protection systems and controls includes the cost of hardware and software, third party technology providers, consulting and forensic testing firms, insurance
premium costs and legal fees, in addition to the incremental cost of personnel who focus a substantial portion of their responsibilities on data and cyber security.
There can be no assurance that the measures employed by the Corporation to detect and 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 to 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 other negative consequences, such as the loss of, or inability to access, data, degradation or denial of service and introduction of
computer viruses. 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. Further, a successful cyber attack that results in a significant loss
of customer data or compromises the Corporation's ability to function would have a material adverse effect on the Corporation's business, reputation, financial
condition and results of operation.
Account data compromise, malware and ransomware events affecting a broad spectrum of commercial businesses and governmental entities 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
31
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 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 SBA, 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, which could have a material adverse effect on the Corporation's financial condition or results of operations.
In addition, the sale of residential mortgage loans and other loans in the secondary market serves as a source of non-interest income and liquidity for the
Corporation, and can reduce its exposure to risks arising from changes in interest rates. Efforts to reform government sponsored enterprises and agencies, changes
in the types of, or standards for, loans purchased by government sponsored enterprises or agencies and other investors, or the Corporation's failure to maintain its
status as an eligible seller of such loans may limit the Corporation's ability to sell these loans. The inability of the Corporation to continue to sell these loans could
reduce the Corporation's non-interest income, limit the Corporation's ability to originate and fund these loans in the future, and make managing interest rate risk
more challenging, any of which could have a material adverse effect on the Corporation's results of operations and financial condition.
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, credit and investment and wealth management services developed and offered by non-bank or non-traditional
competitors pose an increasing threat to the products and services traditionally provided by financial institutions like the Corporation. 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.
RISKS RELATED TO AN INVESTMENT IN THE CORPORATION'S SECURITIES.
Capital requirements have been adopted by U.S. banking regulators that may limit the Corporation's ability to return earnings to shareholders or operate or
invest in its business.
The Corporation and Fulton Bank are subject to capital requirements under the Basel III Rules. 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 Fulton Bank or restricting the commencement of new
activities, and such failure could subject the Corporation
32
or Fulton Bank to a variety of enforcement remedies, including limiting the ability of the Corporation or Fulton Bank 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, 2020, the Corporation's current capital levels met the minimum
capital requirements, including the capital conservation buffer, as set forth in the Basel III Rules. See Item 1. "Business-Supervision and Regulation-Capital
Requirements."
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.
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.
Fulton Financial Corporation is a separate and distinct legal entity from its bank and non-bank subsidiaries, and depends on the payment of dividends and other
payments and distributions from its subsidiaries, principally Fulton Bank, for substantially all of its revenues. As a result, the Corporation's ability to make
dividend payments on its common stock depends primarily on compliance with applicable federal regulatory requirements 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 Fulton Bank to pay dividends or make other payments to the Corporation. There can be no assurance that Fulton Bank 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 Fulton Bank, then the Corporation may not
have sufficient funds to pay dividends to its shareholders, repurchase its common stock or service its debt obligations. See Item 1. "Business-Supervision and
Regulation-Loans and Dividends from Bank Subsidiary."
In addition, 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. In July 2019, the Federal Reserve Board eliminated the standalone prior approval requirement in the capital rules for repurchase or redemption of
common stock. In certain circumstances, however, the Corporation's repurchases of its common stock may be subject to a prior approval or notice requirement
under the regulations or policies of the Federal Reserve Board. As a result, the Corporation may not be able to enter the market for stock repurchases on a timely
basis when the Corporation's board of directors and management believe such repurchases to be most opportune, or at all.
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. However, these
provisions, 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, even if the accomplishment of a given transaction may be favorable to the interests of shareholders.
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 Federal Reserve Board 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 Federal Reserve Board 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
33
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.
GENERAL RISK FACTORS.
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, alleged or perceived conduct in any number of activities, including lending practices, litigation, regulatory
compliance, mergers and acquisitions, disclosure, sharing or inadequate protection of customer information, environmental, social and governance practices and
disclosures, and from actions taken by government agencies and community organizations in response to that conduct. In addition, unfavorable public opinion
regarding the broader financial services industry, or arising from the actions of individual financial institutions, can have an adverse effect on the Corporation's
reputation. Because the Corporation conducts its businesses under the "Fulton" brand, negative public opinion about one line of business could affect the
Corporation's other lines of businesses. Further, the increased use of social media platforms facilitates the rapid and widespread dissemination of information,
including inaccurate, misleading, or false information, which could magnify the potential harm to the Corporation's reputation. Any of these or other events that
impair the Corporation's reputation can affect the Corporation's ability to attract and retain customers and employees, and access sources of funding and capital,
any of which could have materially adverse effect on the Corporation's results of operations and financial condition.
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 and Procedures."
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.
A downgrade in the credit ratings of the Corporation or Fulton Bank could have a material adverse impact on the Corporation.
Moody's Investors Service, Inc. and DBRS, Inc. continuously evaluate the Corporation and Fulton Bank, and their ratings of the Corporation's and Fulton Bank's
long-term and short-term debt and preferred stock are based on a number of factors, including financial strength, as well as factors not entirely within the
Corporation's and Fulton Bank's 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 Fulton Bank 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 Fulton Bank's credit ratings could also increase the Corporation's and Fulton Bank's borrowing
costs and limit their 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 the Corporation's access to or increase its cost of
capital.
34
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 agencies to maintain adequate levels of capital to support its operations. The 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 financial markets at that time, which are outside of the
Corporation's control. Accordingly, the Corporation 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.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Corporation's financial center properties as of December 31, 2020 totaled 223 financial centers. Of those financial centers, 89 were owned and 134 were
leased. On January 8, 2021, the Corporation closed 21 financial centers (5 were owned and 16 were leased) and consolidated operations of those financial centers
into other nearby financial centers operated by the Corporation. Remote service facilities (mainly stand-alone ATMs) are excluded from these totals. The Corporate
headquarters is located in Lancaster, Pennsylvania. The Corporation owns two dedicated operations centers, located in East Petersburg, Pennsylvania and Mantua,
New Jersey.
Item 3. Legal Proceedings
The information presented in the "Legal Proceedings" section of "Note 18 - Commitments and Contingencies" in the Notes to Consolidated Financial Statements is
incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
35
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, 2020, the Corporation had 162.3 million shares of $2.50 par value common stock outstanding held by approximately 30,500 holders of record.
The closing price per share of the Corporation’s common stock on February 18, 2021 was $14.88. 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
2020 and 2019:
2020
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2019
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Price Range
High
Low
Per
Share Dividend
$
$
17.62 $
12.97
10.88
13.67
17.39 $
17.57
17.28
18.00
10.07 $
8.91
8.89
9.15
14.85 $
15.49
15.23
15.28
0.13
0.13
0.13
0.17
0.13
0.13
0.13
0.17
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 subsidiary, for substantially all of its revenues. As a result, the Corporation's ability to make dividend payments on its common
stock depends primarily on compliance with applicable federal regulatory requirements 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 the Corporation. In addition, dividends on the Corporation’s common stock may not be declared, paid or set aside for
payment, unless the full dividends for the immediately preceding dividend payment period for the Corporation’s Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series A have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside. For additional information regarding the
regulatory restrictions applicable to the Corporation and its subsidiaries, see "Supervision and Regulation," in Item 1. "Business;" Item 1A. "Risk Factors - 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," 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 Statements and Supplementary Data."
36
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about options outstanding under the Corporation’s Employee Equity Plan and the number of securities remaining
available for future issuance under the Employee Equity Plan, Directors' Plan and the ESPP as of December 31, 2020:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
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)
2,295,687
—
2,295,687
$
$
11.39
—
11.39
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column)
(3)
10,917,000
—
10,917,000
(1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 1,101,418 PSUs, which is the target number of PSUs that are payable under the
Employee Equity Plan, though no shares will be issued until achievement of applicable performance goals, and includes 683,264 time-vested RSUs granted under the Employee Equity Plan
and 112,698 time-vested RSUs granted under the Directors' Plan.
(2) The weighted-average exercise price of outstanding options, warrants and rights does not take into account outstanding PSUs and RSUs granted under the Employee Equity and the
Directors' Plan.
(3) Consists of 9,307,000 shares that may be awarded under the Employee Equity Plan, 180,000 shares that may be awarded under the Directors' Plan and 1,430,000 shares that may be
purchased under the ESPP. Excludes accrued purchase rights under the ESPP as of December 31, 2020 as the number of shares to be purchased is indeterminable until the shares are issued.
37
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, 2020, compared with (1) the Nasdaq Bank Index and (2) the Standard and Poor's 500 index ("S&P
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.
Index
Fulton Financial Corporation
S&P 500
Nasdaq Bank Index
Year Ending December 31
2015
2016
2017
2018
2019
2020
$
$
$
100.00 $
100.00 $
100.00 $
148.52 $
111.96 $
135.03 $
145.05 $
136.40 $
141.28 $
129.41 $
130.42 $
114.74 $
150.76 $
171.49 $
139.10 $
115.75
203.04
124.31
38
Item 6. Selected Financial Data
5-YEAR CONSOLIDATED SUMMARY OF FINANCIAL RESULTS
(dollars in thousands, except per-share data)
(1)
SUMMARY OF INCOME
Interest income
Interest expense
Net interest income
Provision for credit losses
Investment securities gains, net
Non-interest income, excluding net investment securities gains
Prepayment penalty on FHLB advances
Non-interest expense
Income before income taxes
Income taxes
Net income
Preferred stock dividends
Net income available to common shareholders
(2)
(3)
PER SHARE
Net income (basic)
Net income (diluted)
Cash dividends
RATIOS
Return on average assets
Return on average equity
Return on average tangible equity
Net interest margin
(3)
Efficiency ratio
Dividend payout ratio
Average equity to assets ratio
PERIOD-END BALANCES
Total assets
Investment securities
Net Loans
Deposits
Short-term borrowings
Long-term borrowings
Shareholders’ equity
AVERAGE BALANCES
Total assets
Investment securities
Net Loans
Deposits
Short-term borrowings
Long-term borrowings
Shareholders’ equity
2020
2019
2018
2017
2016
$
$
$
$
$
$
$
$
$
$
$
$
742,878
113,671
629,207
76,920
3,053
226,335
2,878
576,562
202,235
24,194
178,040
(2,135)
175,905
1.08
1.08
0.56
0.73 %
7.44
9.66
2.86
65.7
51.9
9.83
25,906,733
3,340,424
18,900,820
20,839,207
630,066
1,296,263
2,616,828
24,333,717
3,007,467
18,270,390
19,401,046
810,583
1,254,300
2,391,649
$
$
$
$
$
$
825,306
176,917
648,389
32,825
4,733
211,427
4,326
563,410
263,988
37,649
226,339
—
226,339
1.36
1.35
0.56
1.06 %
9.81
12.84
3.36
63.7
41.5
10.85
21,886,040
2,867,378
16,837,526
17,393,913
883,241
881,769
2,342,176
21,258,040
2,778,846
16,430,347
16,766,561
849,679
942,600
2,306,070
$
$
$
$
$
$
758,514
128,058
630,456
46,907
37
195,488
—
546,104
232,970
24,577
208,393
—
208,393
1.19
1.18
0.52
1.03 %
9.24
12.09
3.40
63.8
44.1
11.18
20,682,152
2,686,973
16,165,800
16,376,159
754,777
992,279
2,247,573
20,183,202
2,662,800
15,815,263
15,832,606
785,923
977,573
2,255,764
$
$
$
$
$
$
668,866
93,502
575,364
23,305
9,071
198,903
—
525,579
234,454
62,701
171,753
—
171,753
0.98
0.98
0.47
0.88 %
7.83
10.33
3.28
64.5
48.0
11.20
20,036,905
2,547,956
15,768,247
15,797,532
617,524
1,038,346
2,229,857
19,580,367
2,547,914
15,236,612
15,481,221
533,564
1,034,444
2,193,863
603,100
82,328
520,772
13,182
2,550
187,628
—
489,519
208,249
46,624
161,625
—
161,625
0.93
0.93
0.41
0.88 %
7.69
10.30
3.18
67.2
44.1
11.43
18,944,247
2,559,227
14,699,272
15,012,864
541,317
929,403
2,121,115
18,371,173
2,469,564
14,128,064
14,585,545
395,727
959,142
2,100,634
(1) Beginning January 1, 2020, provision is determined under CECL methodology. Prior to January 1, 2020, provision was determined based on incurred loss methodology.
(2) Excluding prepayment penalty on FHLB advances.
(3) Ratio represents a financial measure derived by methods other than 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.
39
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 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 and financial condition. 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:
Return on average common shareholders' equity (tangible)
Net income available to common shareholders
Plus: Intangible amortization, net of tax
Numerator
Average common shareholders' equity
Less: Average goodwill and intangible assets
Less: Average preferred stock
Average tangible common shareholders' equity (denominator)
Return on average common shareholders' equity (tangible)
Efficiency ratio
Non-interest expense
Less: Amortization of tax credit investments
Less: Intangible amortization
Less: Prepayment penalty on FHLB advances
Numerator
Net interest income FTE
Plus: Total non-interest income
Less: Investment securities gains, net
(1)
Denominator
Efficiency ratio
2020
175,905
417
176,322
2,391,649
(535,196)
(32,084)
1,824,369
9.66 %
579,440
(6,126)
(529)
(2,878)
569,908
641,510
229,388
(3,053)
867,845
65.7 %
$
$
$
$
$
$
$
$
Non-performing assets to common shareholders' equity (tangible) and ACL - loans
Non-performing assets (numerator)
Tangible common shareholders' equity
Plus: ACL - loans
Tangible common shareholders' equity and ACL - loans
(denominator)
Non-performing assets to tangible common shareholders'
equity and ACL - loans
$
$
$
151,305
1,887,291
277,567
2,164,858
2019
2018
(in thousands, except per share data and percentages)
2017
$
$
$
$
$
$
$
$
$
$
$
226,339
1,127
227,466
2,306,070
(534,120)
—
1,771,950
12.84 %
567,736
(6,021)
(1,427)
(4,326)
555,962
661,356
216,159
(4,733)
872,782
63.7 %
147,986
1,806,873
166,209
1,973,082
$
$
$
$
$
$
$
$
$
$
$
208,393
—
208,393
2,255,764
(531,556)
—
1,724,208
12.09 %
546,104
(11,449)
—
—
534,655
642,577
195,525
(37)
838,065
63.8 %
150,196
1,716,017
169,410
1,885,427
$
$
$
$
$
$
$
$
$
$
$
171,753
—
171,753
2,193,863
(531,556)
—
1,662,307
10.33 %
525,579
(11,028)
—
—
514,551
598,565
207,974
(9,071)
797,468
64.5 %
144,582
1,698,301
176,084
1,874,385
$
$
$
$
$
$
$
$
$
$
$
2016
161,625
—
161,625
2,100,634
(531,556)
—
1,569,078
10.30 %
489,519
—
—
—
489,519
541,271
190,178
(2,550)
728,899
67.2 %
144,453
1,589,559
171,325
1,760,884
6.99 %
7.50 %
7.97 %
7.71 %
8.20 %
(1) Presented on a fully taxable equivalent basis, using a 21% federal tax rate for 2018 through 2020 and 35% for 2016 and 2017.
40
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") relates to Fulton Financial
Corporation (the "Corporation"), a financial holding company registered under the Bank Holding Company Act and incorporated under the laws of the
Commonwealth of Pennsylvania in 1982, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated
financial statements and other financial information presented in this report.
FORWARD-LOOKING STATEMENTS
The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business.
Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could,"
"estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other
comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected
levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the
Corporation's business or financial results.
Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and
assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on
information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results
including, without limitation:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the impact of adverse conditions in the economy and financial markets on the performance of the Corporation’s loan portfolio and demand for the
Corporation’s products and services;
the scope and duration of the COVID-19 pandemic, actions taken by governmental authorities in response to the pandemic, the Corporation’s
participation in the PPP and other COVID-19 relief programs, and the direct and indirect impacts of the pandemic on the Corporation, its customers and
third parties;
the determination of the ACL, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the
performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and
forecasted economic conditions, among other factors;
increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated
collection and carrying costs related to such non-performing assets;
investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;
the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and
net interest income;
the planned phasing out of LIBOR as a benchmark reference rate;
the effects of changes in interest rates on demand for the Corporation’s products and services;
the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;
the effects of the extensive level of regulation and supervision to which the Corporation and Fulton Bank, N.A. are subject;
the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;
the potential for negative consequences resulting from regulatory violations, investigations and examinations, or failure to comply with the BSA, the
Patriot Act and related AML requirements, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the
need to undertake remedial actions and possible damage to the Corporation’s reputation;
the continuing impact of the Dodd-Frank Act on the Corporation’s business and results of operations;
the effects of, and uncertainty surrounding, new legislation, changes in regulation and government policy, which could result in significant changes in
banking and financial services regulation;
the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact money supply
and market interest rates;
the effects of changes in U.S. federal, state or local tax laws;
41
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the effects of negative publicity on the Corporation’s reputation;
the effects of adverse outcomes in litigation and governmental or administrative proceedings;
the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;
the Corporation’s ability to achieve its growth plans;
completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the
anticipated benefits from such acquisitions;
the potential effects of climate change on the Corporation’s business and results of operations;
the Corporation’s ability to implement from time to time measures intended to manage growth in non-interest expenses and improve the efficiency of its
operations and realize the intended effects of those initiatives;
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 reporting of its financial condition and results of
operations, including the Corporation’s adoption of ASU 2016-13, Financial Instruments – Credit Losses (CECL);
the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications
systems failures, faulty or incomplete data and an inadequate risk management framework;
the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;
the failure or circumvention of the Corporation’s system of internal controls;
the loss of, or failure to safeguard, confidential or proprietary information;
the Corporation’s failure to identify and to address cyber-security risks, including data breaches and cyber-attacks;
the Corporation’s ability to keep pace with technological changes;
the Corporation’s ability to attract and retain talented personnel;
capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s
ability to generate capital internally or raise capital on favorable terms;
the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions; and
the effects of any downgrade in the Corporation’s or Fulton Bank’s credit ratings on their borrowing costs or access to capital markets.
42
OVERVIEW
The Corporation is a financial holding company, which, through its wholly owned banking subsidiary, provides a full range of retail and commercial financial
services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. In 2018, the Corporation had three banking subsidiaries. During 2019, the Corporation
consolidated two of its wholly owned banking subsidiaries into Fulton Bank ("Charter Consolidation").
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 maintaining or increasing the net interest margin,
which is FTE net interest income 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 and properties. Offsetting these revenue sources are
provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.
The following table presents a summary of the Corporation’s earnings and selected performance ratios:
Net income (in thousands)
Net income available to common shareholders (in thousands)
Diluted net income per share
Return on average assets
Return on average equity
Return on average common shareholders' equity (tangible)
Net interest margin
Efficiency ratio
Non-performing assets to total assets
Annualized net charge-offs to average loans
(1)
(2)
(1)
$
$
$
2020
2019
$
$
$
178,040
175,905
1.08
0.73 %
7.44 %
9.66 %
2.86 %
65.7 %
0.58 %
0.05 %
226,339
226,339
1.35
1.06 %
9.81 %
12.84 %
3.36 %
63.7 %
0.68 %
0.22 %
(1) Ratio represents a financial measure derived by methods other than 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 21% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of Management’s Discussion.
COVID-19 Pandemic
The COVID-19 pandemic has caused substantial disruptions in economic and social activity, both globally and in the United States. The spread of COVID-19, and
related governmental actions to mandate or encourage temporary closures of businesses, quarantines, social distancing, "stay at home" orders and other restrictions
on in-person operations and activities, have caused severe disruptions in the U.S. economy, which has, in turn, disrupted, and will likely continue to disrupt, the
business, activities, and operations of the Corporation’s customers, as well as the Corporation’s own business and operations. The resulting impacts of the
pandemic on consumers, including high levels of unemployment, have continued to cause changes in consumer and business spending, borrowing needs and saving
habits, which have and will likely continue to affect the demand for loans and other products and services the Corporation offers, as well as the creditworthiness of
its borrowers. The significant decrease in commercial activity and disruptions in supply chains associated with the pandemic, both nationally and in the
Corporation’s markets, may cause customers, vendors and counterparties to be unable to meet existing payment or other obligations to the Corporation.
While portions of the national economy have reopened, there is still significant uncertainty concerning the breadth and duration of business disruptions related to
the COVID-19 pandemic, as well as their impact on the U.S. economy. The extent to which the pandemic impacts the Corporation’s results will depend on future
developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the continuing severity of the
COVID-19 pandemic, whether there are additional outbreaks of COVID-19, and the actions taken to contain it or treat its impact. Moreover, although multiple
COVID-19 vaccines have received regulatory approval and are currently being distributed to certain high-risk population groups, it is too early to know how
quickly these vaccines can be distributed to the general population and how effective they will be in mitigating the adverse social and economic effects of the
COVID-19 pandemic.
The Corporation’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. In an effort to
mitigate the spread of COVID-19, the Corporation has adjusted service models at certain of its financial center locations, including limiting some locations to
drive-up and ATM services only, offering lobby access by
43
appointment only, and encouraging the Corporation’s customers to use electronic banking platforms. Approximately 25% of the Corporation’s locations are
expected to provide lobby access by appointment only on a long-term basis.
A significant portion of the Corporation’s employees have transitioned to working remotely as a result of the COVID-19 pandemic, which, in addition to requiring
added support from the Corporation’s information technology infrastructure, increases cybersecurity risks. The continued spread of COVID-19 (or an outbreak of a
similar highly contagious disease) could also negatively impact the business and operations of third-party service providers who perform critical services for the
Corporation’s business.
COVID-19 has significantly affected the financial markets and has resulted in a number of responses by the U.S. government, including reductions in interest rates
by the FOMC. These reductions in interest rates, especially if prolonged, could adversely affect the Corporation’s net interest income and margins and the
Corporation’s profitability.
The CARES Act was enacted in March 2020 and, among other provisions, authorized the SBA to guarantee loans under the PPP for small businesses who meet the
necessary eligibility requirements in order to keep their workers on the payroll. During 2020, the Corporation funded approximately $2.0 billion loans under the
PPP.
Stimulus payments to eligible consumers, enhanced unemployment benefits provided by the federal government and traditional, state-provided unemployment
compensation, as well as other forms of relief provided to consumers and businesses, have helped to limit some of the adverse impacts of COVID-19. The
reduction, expiration or discontinuation of these measures may adversely impact the recovery of economic activity and the ability of borrowers to meet their
payment and other obligations to the Corporation, either of which could require the Corporation to increase the ACL through provisions for credit losses.
The impact of COVID-19 on the Corporation’s financial results is evolving and uncertain. The Corporation has limited exposure to some of the industries that were
initially most significantly impacted by COVID-19, such as hospitality and food services, energy and entertainment, and most of these loans are secured by real
estate and other forms of collateral. While many areas of the economy began to exhibit signs of recovery during the second half of 2020, the lingering effects of the
pandemic, particularly in certain sectors of the economy, or a resurgence in COVID-19 infections that prompts the continuation or imposition of governmental
restrictions on activities, may result in decreased demand for the Corporation’s loan products. In addition, the decline in economic activity occurring due to
COVID-19 and the actions by the FOMC with respect to interest rates are likely to affect the Corporation’s net interest income, non-interest income and credit-
related losses for an uncertain period of time. As a result, the Corporation took steps to maintain liquidity and conserve capital during this period of uncertainty.
The Corporation has been holding excess cash reserves since the end of the first quarter of 2020, has additional liquidity available through borrowing arrangements
and other sources, and plans to maintain its excess cash and these arrangements until there is more clarity surrounding economic conditions. See additional
discussion in "Results of Operations" and "Financial Condition" of Management's Discussion.
Adoption of CECL
On January 1, 2020, the Corporation adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial
Instruments, which replaced the incurred loss methodology, and is referred to as CECL. The measurement of expected credit losses under CECL is applicable to
financial assets measured at amortized cost, including loans and HTM debt securities. It also applies to OBS credit exposures, such as loan commitments, standby
letters of credit, financial guarantees, and other similar instruments, and net investments in leases recognized by a lessor in accordance with ASC Topic 842. Refer
to "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary
Data" for additional information on the adoption of CECL.
The Corporation adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, and OBS credit exposures. Results for
2020 are presented under CECL, while prior years' results are reported in accordance with the previously applicable incurred loss methodology. The Corporation
recorded an increase of $58.3 million to the ACL on January 1, 2020, primarily as a result of the adoption of CECL. Retained earnings decreased $43.8 million and
deferred tax assets increased by $12.4 million on January 1, 2020, representing the cumulative effect of adoption.
Financial Highlights
Following is a summary of the financial highlights for the year ended December 31, 2020:
•
Net Income Per Share - Diluted net income per share decreased $0.27, or 20.0%, to $1.08 in 2020 compared to $1.35 in 2019. The decline in net income
per share was due to a $50.4 million, or 22.3%, decrease in net income available to common shareholders partially offset by a decrease in weighted
average diluted shares outstanding.
44
•
Net Interest Income - The $19.2 million, or 3.0%, decrease in net interest income resulted from lower yields on interest-earning assets, partially offset by
balance sheet growth and the impact of lower funding costs.
◦
◦
◦
Net Interest Margin - For the year ended December 31, 2020, the net interest margin decreased to 2.86%, or 50 bp compared to 2019, driven by a
90 bp decrease in yields on interest-earning assets, partially offset by a 42 bp decrease in the cost of funds.
Loan Growth - Average Net Loans grew by $1.8 billion, or 11.2%, in comparison to 2019. The increase was driven largely by the issuance of
PPP loans, included in commercial and industrial loans, and growth in the real estate commercial and residential mortgage portfolios.
Deposit Growth - Average deposits increased $2.6 billion, or 15.7%, in comparison to 2019. The increase was the result of growth in all deposit
types except time deposits. At December 31, 2020, the loan-to-deposit ratio was 94.2%, as compared to 98.0% at December 31, 2019.
•
•
•
•
•
•
•
Asset Quality - Non-performing assets increased $3.3 million, or 2.2%, as of December 31, 2020 compared to December 31, 2019. Net charge-offs to
average loans outstanding were 0.05% for the year ended December 31, 2020 compared to 0.22% for the year ended December 31, 2019. The provisions
for credit losses increased $44.1 million, to $76.9 million, for the year ended December 31, 2020 compared to $32.8 million for the same period in 2019.
The higher provision in 2020 was largely driven by the adoption of CECL, which, as a result of an overall downturn in economic forecasts due to
COVID-19, resulted in increases in the ACL due to higher expected future credit losses under CECL.
Non-Interest Income - Non-interest income, excluding investment securities gains, increased $14.9 million, or 7.1%, in comparison to 2019. Increases
were experienced in mortgage banking and wealth management, partially offset by decreases in commercial and consumer banking.
Investment Securities Gains/Balance Sheet Restructurings - During both 2020 and 2019, the Corporation completed limited balance sheet restructurings
which included sales of investment securities and corresponding prepayment of FHLB advances. As a result, investment securities gains totaled $3.1
million in 2020, as compared to $4.7 million in 2019, a $1.7 million, or 35.5%, decrease. In addition, included in non-interest expense were prepayment
penalties on FHLB advances of $2.9 million and $4.3 million incurred during 2020 and 2019, respectively.
Non-Interest Expense - Non-interest expense increased $11.7 million, or 2.1%, in comparison to 2019, driven largely by higher salaries and employee
benefits expense, state taxes and data processing and software expenses. Partially offsetting these increases were reductions in other outside services and
marketing.
In 2020, the Corporation completed a strategic operating expense review, which resulted in a number of cost-saving initiatives that are expected to result
in annual expense savings of $25 million, which is not expected to be fully realized until mid-2021. The Corporation expects to reinvest a portion of the
cost savings to accelerate digital transformation initiatives. In 2020, $16.2 million of expenses were recognized related to the cost-savings initiatives in
the following categories: $5.6 million of severance expense (included in salaries and employee benefits) and $4.8 million of write-offs of fixed assets and
$5.8 million of lease termination charges (both included in other expense).
Income Taxes - Income tax expense for 2020 resulted in an ETR of 12.0%, as compared to 14.3% for 2019. The ETR was lower mainly due to lower
income before income taxes. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans,
investments in tax-free municipal securities and TCIs.
Long-term Borrowings - In March 2020, the Corporation issued a total of $375.0 million of subordinated notes, with $200.0 million of subordinated notes
due in 2030 having a fixed-to-floating rate of 3.25% and an effective rate of 3.35% and $175.0 million of subordinated notes due in 2035 having a fixed-
to-floating rate of 3.75% and an effective rate of 3.85%.
Preferred Stock - In October 2020, the Corporation issued 8.0 million depositary shares ("Depositary Shares"), each representing a 1/40th interest in a
share of Fulton’s 5.125% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $1,000 per share (equivalent
to $25.00 per Depositary Share), for an aggregate offering amount of $200.0 million. The Corporation received net proceeds from the offering of $192.9
million, after deducting issuance costs.
45
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, 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. 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 Statements and Supplementary Data."
Allowance for Credit Losses - The Corporation adopted new accounting guidance for estimating credit losses, known as CECL, in the first quarter of 2020. In
accordance with CECL, the ACL, which includes both the ACL - loans and the ACL - OBS credit exposures, is based on estimated losses over the remaining
expected life of loans and OBS exposures. Management's determination of the appropriateness of the reserve is based on periodic evaluations of the loan portfolio,
lending-related commitments, current and forecasted economic factors and other relevant factors.
In determining the ACL, the Corporation uses three inputs in to the model estimate. These inputs are PD, which estimates the likelihood that a borrower will be
unable to meet its debt obligations; LGD, which estimates the share of an asset that is lost if a borrower defaults; and EAD which estimates the gross exposure
under a facility upon default. The PD models were developed based on historical default data. Both internal and external variables are evaluated in the process. The
main internal variables are risk rating or delinquency history and the external variables are economic variables obtained from third-party provided forecasts.
Management applies risk rating transition matrices to pools of loans and lending-related commitments with similar risk characteristics to determine default
probabilities, utilizes economic forecasts, applies modeled LGD results to associated EAD and incorporates modeled overlays and qualitative adjustments to
estimate ACL. As such, the calculation of the ACL is inherently subjective and requires management to exercise significant judgment.
The ACL is estimated over a reasonable and supportable forecast period based on the projected performance of specific economic variables that statistically
correlate with PD rates. As economic variables revert to long-term averages through the forecast process, externally developed long-term economic forecasts are
used to establish the impacts of the economic scenario, reversion, and long-term averages in the development of losses over the expected life of the assets being
modeled. The ACL reserve is highly sensitive to the economic forecasts used to develop the reserve. Due to the high level of uncertainty regarding significant
assumptions, such as the ultimate impact of COVID-19 and effectiveness of the related governmental responses, since the beginning of 2020, the Corporation has
evaluated a range of economic scenarios, including more and less severe economic deteriorations, with varying speeds of recovery.
The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. Qualitative
adjustments include and consider changes in national, regional and local economic and business conditions, an assessment of the lending environment, including
underwriting standards and other factors affecting credit quality. Qualitative adjustments have increased compared to those at the time of the adoption of CECL on
January 1, 2020 primarily as a result of uncertainties related to the economic impact of COVID-19, including consideration for the future performance of loans that
received deferrals or forbearances as a result of COVID-19 and the impact COVID-19 had on certain industries where the quantitative models was not fully
capturing the appropriate level of risk.
For further discussion of the methodology used in the determination of the ACL, refer to Note 1, "Summary of Significant Accounting Policies" in the Notes to the
Consolidated Financial Statements in Item 8. "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 completes its annual goodwill impairment test in October of each year.
Goodwill valuation is inherently subjective, with a number of factors based on assumptions and management judgments. Among these are 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 could result in different assessments of the fair values of reporting units and could result in impairment charges.
For additional details related to the annual goodwill impairment test, see "Note 1 - Summary of Significant Accounting Policies," in the Notes to Consolidated
Financial Statements in Item 8. "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
46
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. DTAs or deferred tax 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 DTAs will be recovered through future taxable income. If any such assets are determined to be more likely
than not unrecoverable, a valuation allowance must be recognized. The assessment of the carrying value of DTAs is based on certain assumptions, changes in
which could have a material impact on the Corporation’s consolidated financial statements.
On a periodic basis, the Corporation evaluates its income tax positions based on tax laws, regulations and financial reporting considerations, and records
adjustments as appropriate. Recognition and measurement of tax positions is based upon management’s evaluations of current taxing authorities’ examinations of
the Corporation’s tax returns, recent positions taken by the taxing authorities on similar transactions and the overall tax environment.
Fair Value Measurements – Assets and liabilities are categorized in a fair value hierarchy for the inputs to valuation techniques used to measure at fair value based
on the following 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 included are 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 determination of fair value for assets categorized as Level 3 items involves significant 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 AFS securities in the form of pooled trust preferred securities, certain single-issuer trust preferred securities issued by financial
institutions and ARCs. The Corporation also categorizes net loans individually evaluated for impairment, OREO and MSRs as Level 3 assets measured at fair
value on a nonrecurring basis.
The Corporation engages third-party valuation experts to assist in valuing interest rate swap derivatives and most AFS investment securities, both measured at fair
value on a recurring basis, and MSRs, which are measured at fair value on a non-recurring basis. The pricing data and market quotes the Corporation obtains from
outside sources are reviewed internally for reasonableness.
For additional details see "Note 19 - Fair Value Measurements," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and
Supplementary Data."
Recently Issued Accounting Standards
For a description of accounting standards recently issued, but not yet adopted by the Corporation, see "Recently Issued Accounting Standards," in "Note 1 -
Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."
47
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 2020 compared to 2019 and 2018. Interest income and yields are presented on an FTE basis, using a
21% federal tax rate, as well as statutory interest expense disallowances. The discussion following this table is based on these tax-equivalent amounts.
Average
Balance
2020
Interest
Yield/
Rate
Average
Balance
2019
Interest
Yield/
Rate
Average
Balance
2018
Interest
Yield/
Rate
(dollars in thousands)
$
$
$
ASSETS
Interest-earning assets:
Net Loans
(1)
Taxable investment securities
Tax-exempt investment securities
(2)
(2)
Total investment securities
Loans held for sale
Other interest-earning assets
Total interest-earning assets
Noninterest-earning assets:
Cash and due from banks
Premises and equipment
Other assets
Less: ACL - loans
(3)
Total Assets
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits
Savings and money market deposits
Brokered deposits
Time deposits
Total interest-bearing deposits
Short-term borrowings
Long-term borrowings
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Demand deposits
Total deposits/Cost of deposits
Other liabilities
Total Liabilities
Total Interest-bearing liabilities and non-
interest bearing deposits/Cost of funds
Shareholders’ equity
Total Liabilities and Shareholders’ Equity $
Net interest income/net interest margin (FTE)
Tax equivalent adjustment
Net interest income
$
$
18,270,390
2,182,410
825,057
3,007,467
60,015
1,120,727
22,458,599
139,146
238,864
1,746,956
(249,848)
24,333,717
5,278,941
5,550,234
310,763
2,546,305
13,686,243
810,583
1,254,300
15,751,126
5,714,803
19,401,046
476,139
21,942,068
21,465,929
2,391,649
24,333,717
662,785
58,173
26,641
84,814
2,077
5,504
755,181
3.63 % $
2.66
3.22
2.82
3.46
0.49
3.36
$
0.22 % $
0.26
0.77
1.63
0.51
0.64
3.06
0.72
11,390
14,654
2,387
41,615
70,045
5,227
38,398
113,671
$
$
16,430,347
2,278,448
500,398
2,778,846
25,795
445,008
19,679,996
119,144
239,376
1,385,689
(166,165)
21,258,040
4,384,059
5,018,381
245,501
2,869,326
12,517,267
849,679
942,600
14,309,546
4,249,294
16,766,561
393,130
18,951,970
747,119
62,556
17,998
80,554
1,351
9,249
838,273
4.55 % $
2.74
3.57
2.89
5.24
2.08
4.26
$
0.76 % $
0.83
2.35
1.77
1.05
1.70
3.25
1.24
33,348
41,823
5,779
50,825
131,775
14,543
30,599
176,917
$
$
15,815,263
2,246,681
416,119
2,662,800
22,970
382,569
18,883,602
104,595
231,762
1,123,857
(160,614)
20,183,202
4,063,929
4,684,023
121,863
2,675,670
11,545,485
785,923
977,573
13,308,981
4,287,121
15,832,606
331,336
17,927,438
0.36
0.53
2.86 %
0.79
0.95
3.36 %
18,558,840
2,306,070
21,258,040
$
661,356
(12,967)
648,389
$
17,596,102
2,255,764
20,183,202
$
642,577
(12,121)
630,456
$
641,510
(12,303)
629,207
$
691,954
56,044
15,285
71,329
1,159
6,193
770,635
4.38 %
2.49
3.65
2.68
5.05
1.62
4.08
22,789
27,226
2,480
35,217
87,712
8,489
31,857
128,058
0.56 %
0.58
2.04
1.32
0.76
1.07
3.26
0.96
0.55
0.73
3.40 %
Average balances include non-performing loans.
(1)
(2) Average balances include amortized historical cost for AFS securities; the related unrealized holding gains (losses) are included in other assets.
(3) ACL - loans relates to the ACL specifically for Net Loans and does not include the ACL for OBS credit exposures, which is included in other
liabilities.
48
Comparison of 2020 to 2019
The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in
rates:
2020 vs. 2019 Increase (decrease) due to change in
Rate
(in thousands)
Volume
Net
Interest income on:
Loans and leases
Taxable investment securities
Tax-exempt investment securities
Loans held for sale
Other interest-earning assets
Total interest income
Interest expense on:
Demand deposits
Savings deposits
Brokered deposits
Time deposits
Short-term borrowings
Long-term borrowings
Total interest expense
(1) Average balance includes non-performing loans.
$
$
$
$
77,662 $
(3,323)
10,576
1,308
6,909
93,132 $
4,863 $
4,025
959
(5,409)
(641)
9,627
13,424 $
(161,996) $
(1,059)
(1,933)
(582)
(10,654)
(176,224) $
(26,821) $
(31,194)
(4,351)
(3,801)
(8,675)
(1,828)
(76,670) $
(84,334)
(4,382)
8,643
726
(3,745)
(83,092)
(21,958)
(27,169)
(3,392)
(9,210)
(9,316)
7,799
(63,246)
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.
In March 2020, the FOMC decreased the Fed Funds Rate by a total of 150 bp in response to COVID-19. These changes in the Fed Funds Rate resulted in
corresponding decreases to the index rates for the Corporation's variable and adjustable rate loans, primarily the prime rate and LIBOR as well as for certain
interest-bearing liabilities.
FTE net interest income decreased $19.8 million, or 3.0%, to $641.5 million in 2020. Net interest margin decreased 50 bp to 2.86% in 2020 from 3.36% in 2019.
As summarized above, FTE interest income decreased $176.2 million as the result of a 90 bp decrease in the yield on interest-earning assets, and increased
$93.1 million as the result of a $2.8 billion, or 14.1%, increase in average interest-earning assets, primarily loans. The average yield on the loan portfolio decreased
92 bp, to 3.63%, largely due to the aforementioned decreases in the Fed Funds Rate in 2020 and corresponding decreases to loan index rates. All variable and
certain adjustable rate loans repriced to lower rates as a result of these interest rate decreases, and yields on new loan originations were lower than the average yield
on the loan portfolio. Adjustable rate loans reprice on dates specified in the loan agreements, which may be later than the date the Fed Funds Rate and related loan
index rates increase or decrease. Therefore, the benefit of increases or the reverse effect of decreases in index rates on adjustable rate loans may not be fully
realized until future periods. In addition, 2020 interest income included $6.5 million of unamortized origination fees and direct origination costs recognized as
interest income at the time of PPP loan forgiveness, which is in addition to the normal amortization of those items of approximately $22.5 million recognized in
2020.
Interest expense decreased $63.2 million, with a 52 bp decrease in the rate on average interest-bearing liabilities contributing $76.7 million to this decrease,
partially offset by a $13.4 million increase in expense as a result of a $1.4 billion, or 10.1%, increase in interest-bearing liabilities, primarily demand deposits and
long-term borrowings. The rates on average interest-bearing demand and savings accounts decreased 54 and 57 bp, respectively, which contributed $26.8 million
and $31.2 million to the decrease in interest expense, respectively. In addition, the 106 bp decrease in the cost of short-term borrowings contributed $8.7 million to
the decrease in interest expense.
49
Average loans and average FTE yields, by type, are summarized in the following table:
(1)
Real estate – commercial mortgage
Commercial and industrial
Real estate – residential mortgage
Real estate – home equity
Real estate – construction
Consumer
Equipment lease financing
Other
(2)
Total loans
2020
Balance
Yield
$
$
6,928,269
5,501,317
2,876,538
1,255,094
965,534
466,419
281,859
(4,640)
18,270,390
3.53 % $
3.10
3.80
4.11
3.64
4.16
3.93
—
3.63 % $
2019
Increase (Decrease) in Balance
Yield
Balance
(dollars in thousands)
6,463,783
4,473,549
2,441,684
1,382,908
928,183
448,205
279,489
12,546
16,430,347
4.56 % $
4.52
4.05
5.23
4.79
4.42
4.40
—
4.55 % $
$
%
464,486
1,027,768
434,854
(127,814)
37,351
18,214
2,370
(17,186)
1,840,043
7.2 %
23.0
17.8
(9.2)
4.0
4.1
0.8
(137.0)
11.2 %
(1) Includes average PPP loans of $1.3 billion for the year ended December 31, 2020.
(2) Consists of overdrafts and net origination fees and costs.
Average loans increased $1.8 billion, or 11.2%, which contributed $77.7 million to the increase in FTE interest income. The increase was driven largely by growth
in the commercial and industrial portfolio as a result of loans originated under the PPP. Excluding loans originated under the PPP, commercial and industrial loan
balances declined $2.4 million. Commercial and residential mortgage loan portfolios, as well as the construction, consumer and equipment lease financing
portfolios, experienced growth, partially offset by decreases in the home equity loan portfolio.
Average investment securities increased $228.6 million, or 8.2%, in comparison to 2019, which contributed a $7.3 million increase in FTE interest income. This
was partially offset by a 7 bp decrease in average yields, resulting in a $3.0 million decrease in FTE interest income. Other interest-earning assets increased
$675.7 million, primarily the result of an increase in cash pledged with counterparties for interest rate swap contracts, contributing $6.9 million to FTE interest
income. The yield on other interest-earning assets decreased 159 bp in comparison to 2019, as a result of the Fed Funds Rate decreases during 2020, resulting in a
$10.7 million decrease in FTE interest income.
Average deposits and interest rates, by type, are summarized in the following table:
Noninterest-bearing demand
Interest-bearing demand
Savings
Total demand and savings
Brokered deposits
Time deposits
Total deposits
2020
Balance
Rate
$
$
5,714,803
5,278,941
5,550,234
16,543,978
310,763
2,546,305
19,401,046
— % $
0.22
0.26
0.16
0.77
1.63
0.36 % $
2019
Balance
Rate
(dollars in thousands)
4,249,294
4,384,059
5,018,381
13,651,734
245,483
2,869,344
16,766,561
— % $
0.76
0.83
0.44
2.35
1.77
0.79 % $
Increase (Decrease) in
Balance
$
%
1,465,509
894,882
531,853
2,892,244
65,280
(323,039)
2,634,485
34.5 %
20.4
10.6
21.2
26.6
(11.3)
15.7 %
The average cost of interest-bearing deposits decreased 54 bp to 0.51% from 1.05% in 2019 and contributed $66.2 million to the decrease in interest expense
compared to 2019. These rates do not include the impact of non-interest bearing deposits, which lower the cost of total deposits to 0.36% and 0.79% in 2020 and
2019, respectively. The decrease in the cost is mainly as a result of reductions in deposit rates in response to the FOMC reductions to the Fed Funds Rate as well as
deposit rate decreases implemented after the Fed Funds Rate cuts during the second half of 2019. The majority of deposit rates are discretionary, with the exception
of indexed municipal balances. The average balance of interest-bearing deposits increased $1.2 billion, or 9.3%, partially offsetting the decrease in interest expense
by $4.4 million in comparison to 2019.
50
Average borrowings and interest rates, by type, are summarized in the following table:
Short-term borrowings:
Customer funding
Federal funds purchased
FHLB advances and other borrowings
Total short-term borrowings
(1)
(2)
Long-term borrowings:
FHLB advances
Other long-term borrowings
Total long-term borrowings
Total borrowings
2020
Balance
Rate
2019
Balance
Rate
(dollars in thousands)
Increase (Decrease) in
Balance
$
%
$
$
553,033
64,918
192,632
810,583
557,596
696,704
1,254,300
2,064,883
0.28 % $
0.82
1.61
0.64
1.86
4.02
3.06
2.11 % $
355,983
132,578
361,118
849,679
555,229
387,371
942,600
1,792,279
0.77 % $
2.20
2.43
1.70
197,050
(67,660)
(168,486)
(39,096)
2.38
4.48
3.25
2.51 % $
2,367
309,333
311,700
272,604
55.4 %
(51.0)
(46.7)
(4.6)
0.4
79.9
33.1
15.2 %
(1) Includes repurchase agreements and short-term promissory notes.
(2) Represents FHLB advances with an original maturity term of less than one year.
Total average borrowings increased $272.6 million, or 15.2%, while the total average cost of these funds decreased 40 bp, to 2.11% compared to 2019. Total
average short-term borrowings decreased $39.1 million, or 4.6%, due to a decrease in short-term FHLB advances and other borrowings and federal funds
purchased, partially offset by increases in average customer funding. The cost of average short-term borrowings decreased 106 bp to 0.64% in 2020, largely due to
the net impact of changes in the Fed Funds Rate.
Average long-term borrowings increased $311.7 million, or 33.1%, and the average rate decreased 19 bp compared to 2019, as a result of the issuance of $375.0
million of subordinated notes in March of 2020.
Comparison of 2019 to 2018
The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in
rates:
2019 vs. 2018 Increase (decrease) due to
change in
Rate
(in thousands)
Volume
Net
(1)
Interest income on:
Net Loans
Taxable investment securities
Tax-exempt investment securities
Loans held for sale
Other interest-earning assets
Total interest income
Interest expense on:
Demand deposits
Savings deposits
Brokered deposits
Time deposits
Short-term borrowings
Long-term borrowings
Total interest expense
$
$
$
$
27,465 $
792
2,744
148
1,117
32,266 $
1,912 $
2,055
2,870
2,740
735
(1,126)
9,186 $
27,702 $
5,720
(31)
44
1,939
35,374 $
8,647 $
12,542
429
12,868
5,319
(132)
39,673 $
55,167
6,512
2,713
192
3,056
67,640
10,559
14,597
3,299
15,608
6,054
(1,258)
48,859
(1) Average balance includes non-performing loans.
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.
51
The FOMC increased the Fed Funds Rate by 25 bp in each of March, June, September and December of 2018. During 2019, the FOMC decreased the Fed Funds
Rate by 25 bp in each of August, September and October. These changes in the Fed Funds Rate resulted in corresponding increases or decreases to the index rates
for the Corporation's variable and adjustable rate loans, primarily the prime rate and the LIBOR, as well as for certain interest-bearing liabilities.
FTE net interest income increased $18.8 million, or 2.9%, to $661.4 million in 2019. Net interest margin decreased 4 bp to 3.36% in 2019 from 3.40% in 2018. As
summarized above, FTE interest income increased $35.4 million as the result of an 18 basis point increase in the yield on interest-earning assets, and increased
$32.3 million as the result of a $796.4 million, or 4.2%, increase in average interest-earning assets, primarily loans. The average yield on the loan portfolio
increased 17 bp, to 4.55%, largely due to the aforementioned increases in the Fed Funds Rate in 2018 and corresponding increases to loan index rates. All variable
and certain adjustable rate loans repriced to higher rates as a result of these interest rate increases, and yields on new loan originations exceeded the average yield
on the loan portfolio. Adjustable rate loans reprice on dates specified in the loan agreements, which may be later than the date the Fed Funds Rate and related loan
index rates increase or decrease. Therefore, the benefit of increases or the reverse effect of decreases in index rates on adjustable rate loans may not be fully
realized until future periods.
Interest expense increased $48.9 million, with a 28 basis point increase in the rate on average interest-bearing liabilities contributing $39.7 million to this increase.
The rates on average interest-bearing time, savings accounts and demand deposits increased 45, 25 and 20 bp, respectively. These rate increases contributed $12.9
million, $12.5 million and $8.6 million, respectively, to the increase in interest expense. In addition, the 63 basis point increase in the rates on short-term
borrowings contributed $5.3 million to the increase in interest expense.
Average loans and average FTE yields, by type, are summarized in the following table:
Real estate - commercial mortgage
Commercial and industrial
Real estate - residential mortgage
Real estate - home equity
Real estate - construction
Consumer
Equipment lease financing
Other
(1)
Total loans
(1)
Consists of overdrafts and net origination fees and costs.
2019
Balance
Yield
2018
Increase (Decrease) in Balance
Balance
(dollars in thousands)
Yield
$
%
$
$
6,463,783
4,473,549
2,441,684
1,382,908
928,183
448,205
279,489
12,546
16,430,347
4.56 % $
4.52
4.05
5.23
4.79
4.42
4.40
—
4.55 % $
6,314,349
4,314,584
2,085,258
1,493,620
965,835
361,186
270,967
9,464
15,815,263
4.38 % $
4.32
3.93
4.91
4.45
4.54
4.60
—
4.38 % $
149,434
158,965
356,426
(110,712)
(37,652)
87,019
8,522
3,082
615,084
2.4 %
3.7
17.1
(7.4)
(3.9)
24.1
3.1
32.6
3.9 %
Average loans increased $615.1 million, or 3.9%, which contributed $27.5 million to the increase in FTE interest income. In addition, the average yield on the loan
portfolio increased 17 bp, contributing $27.7 million to the increase in FTE interest income. As mentioned above, the increase in average yields on loans was
driven by the repricing of existing variable and adjustable rate loans as a result of increases in the prime rate and LIBOR during 2018 that were only partially offset
by decreases in those same rates that occurred in the second half of 2019.
Average investment securities increased $116.0 million, or 4.4%, in comparison to 2018, which contributed $9.2 million to the increase in FTE interest income.
The average yield on investment securities increased 21 bp, contributing $5.7 million to the increase in FTE interest income. Other interest-earning assets increased
$62.4 million, or 16.3%, primarily the result of an increase in cash pledged with counterparties for interest rate swap contracts. The yield on other interest-earning
assets increased 46 bp in comparison to 2018, as a result of the Fed Funds Rate increases during 2018 that were only partially offset by the decreases during 2019,
resulting in a $1.9 million increase in FTE interest income.
52
Average deposits and interest rates, by type, are summarized in the following table:
Noninterest-bearing demand
Interest-bearing demand
Savings
Total demand and savings
Brokered deposits
Time deposits
Total deposits
2019
Balance
Rate
$
$
4,249,294
4,384,059
5,018,381
13,651,734
245,483
2,869,344
16,766,561
— % $
0.76
0.83
0.44
2.35
1.77
0.79 % $
2018
Increase (Decrease) in Balance
Balance
Rate
(dollars in thousands)
4,287,121
4,063,929
4,684,023
13,035,073
121,863
2,675,670
15,832,606
— % $
0.56
0.58
0.38
2.04
1.32
0.55 % $
$
%
(37,827)
320,130
334,358
616,661
123,620
193,674
933,955
(0.9)%
7.9
7.1
4.7
101.4
7.2
5.9 %
Average interest-bearing deposits contributed $44.1 million to the increase in interest expense, increasing $971.8 million, or 8.4%, in comparison to 2018. The
average cost of interest-bearing deposits increased 29 bp to 1.05% in 2019 from 0.76% in 2018, due to increases in the rates on all types of interest-bearing
deposits as a result of the Fed Funds Rate increases and related market competition that occurred in 2018, and was only partially impacted by decreases to the Fed
Funds Rate that occurred in 2019.
Average brokered deposits increased $123.6 million, to $245.5 million, as a result of continued growth of brokered deposit programs introduced in 2018.
Average borrowings and interest rates, by type, are summarized in the following table:
Short-term borrowings:
Customer funding
Federal funds purchased
FHLB advances and other borrowings
Total short-term borrowings
(1)
(2)
Long-term borrowings:
FHLB advances
Other long-term borrowings
Total long-term borrowings
Total borrowings
2019
Balance
Rate
2018
Balance
Rate
(dollars in thousands)
Increase (Decrease) in
Balance
$
%
$
$
355,983
132,578
361,118
849,679
555,229
387,371
942,600
1,792,279
0.77 % $
2.20
2.43
1.70
2.38
4.48
3.25
2.51 % $
446,668
229,715
109,540
785,923
590,948
386,625
977,573
1,763,496
0.48 % $
1.70
2.20
1.07
2.46
4.47
3.26
2.29 % $
(90,685)
(97,137)
251,578
63,756
(35,719)
746
(34,973)
28,783
(20.3)%
(42.3)
N/M
8.1
(6.0)
0.19
(3.6)
1.6 %
(1) Includes repurchase agreements and short-term promissory notes.
(2) Represents FHLB advances with an original maturity term of less than one year.
Total average borrowings increased $28.8 million, or 1.6%, while the total average cost of these funds increased 22 bp, to 2.51%. Total average short-term
borrowings increased $63.8 million, or 8.1%, due to an increase in short-term FHLB advances and other borrowings, partially offset by decreases in average short-
term customer funding and federal funds purchased. The cost of average short-term borrowings increased 63 bp to 1.70% in 2019, largely due to the annual
average impact of Fed Funds Rate increases.
Average long-term FHLB advances decreased $35.7 million, or 6.0%, and the average rate decreased 8 bp as higher rate advances were paid off or matured and
replaced with advances at lower average rates.
Provision for Credit Losses
The provision for credit losses increased $44.1 million, to $76.9 million, for the year ended December 31, 2020. The increase was the result of several factors, most
notably, the overall uncertainty in economic forecasts due to COVID-19. See additional details under "Allowance for Credit Losses and Asset Quality" in the
"Financial Condition" section below.
53
Non-Interest Income and Expense
Comparison of 2020 to 2019
Non-Interest Income
The following table presents the components of non-interest income:
Commercial banking:
Merchant and card
Cash management
Capital markets
Other commercial banking
Total commercial banking
Consumer banking:
Card
Overdraft
Other consumer banking
Total consumer banking
Wealth management fees
Mortgage banking:
Gains on sales of mortgage loans
Mortgage servicing income
Total mortgage banking
Other
Non-interest income before investment securities gains, net
Investment securities gains, net
Total Non-Interest Income
2020
2019
Increase (Decrease)
%
$
(dollars in thousands)
$
$
23,139 $
18,725
18,288
10,134
70,286
19,777
12,556
9,266
41,598
59,058
53,599
(11,290)
42,309
13,084
226,335
3,053
229,388 $
24,077 $
18,392
14,875
13,773
71,117
20,515
17,949
11,039
49,503
55,678
17,881
5,218
23,099
12,030
211,427
4,733
216,160 $
(938)
333
3,413
(3,639)
(831)
(738)
(5,393)
(1,773)
(7,905)
3,380
35,718
(16,508)
19,210
1,054
14,908
(1,680)
13,227
(3.9)%
1.8
22.9
(26.4)
(1.2)
(3.6)
(30.0)
(16.1)
(16.0)
6.1
N/M
N/M
83.2
8.8
7.1
(35.5)
6.1 %
Excluding net investment securities gains, non-interest income increased $14.9 million, or 7.1%, in 2020, as compared to 2019.
Total commercial banking income decreased $831,000, compared to 2019, driven mainly by a decrease in other commercial banking income (SBA lending income
and other service charges as a result of COVID-19). This decrease was somewhat offset by an increase in capital markets revenue.
Total consumer banking decreased $7.9 million, or 16.0%, compared to 2019, driven primarily by lower overdraft fees. Other consumer banking income decreased
largely due to lower ATM fees.
Wealth management revenues increased $3.4 million, or 6.1%, resulting primarily from growth in brokerage income due to an increase in client asset levels and
improved overall market performance.
Mortgage banking income increased $19.2 million, or 83.2%, mainly due to gains on sales of mortgage loans, partially offset by a decrease in mortgage servicing
income. Gains increased as a result of both higher volumes of loans sold and higher spreads on sales. The decrease in mortgage servicing income was driven by
$10.5 million of MSR impairment charges and higher MSR amortization due to higher prepayments as a result of the lower rate environment. There were no MSR
impairment charges in 2019.
Investment securities gains decreased $1.7 million, or 35.5%, mainly attributed to the difference in scope of the limited balance sheet restructures in 2020 and
2019. See Note 3, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.
54
Non-Interest Expense
The following table presents the components of non-interest expense:
Salaries and employee benefits
Net occupancy
Data processing and software
Other outside services
Equipment
Professional fees
Marketing
State taxes
FDIC insurance
Amortization of TCI
Prepayment penalty on FHLB advances
Intangible amortization
Other
Total Non-Interest Expense
2020
2019
Increase (Decrease)
%
$
$
$
324,395 $
53,013
48,073
31,432
13,885
12,835
5,127
12,613
8,865
6,126
2,878
529
59,670
579,440 $
(dollars in thousands)
311,934 $
52,826
44,679
39,989
13,575
13,134
9,848
8,894
7,780
6,021
4,326
1,427
53,303
567,736 $
12,461
187
3,394
(8,557)
310
(299)
(4,721)
3,719
1,085
105
(1,448)
(898)
6,367
11,704
4.0 %
0.4
7.6
(21.4)
2.3
(2.3)
(47.9)
41.8
13.9
1.7
(33.5)
(63.0)
11.9
2.1 %
In the third quarter of 2020, the Corporation announced cost-savings initiatives which will result in approximately $25 million in annual expense savings, not to be
fully realized until mid-2021. In 2020, $16.2 million of expenses were recognized related to the cost-savings initiatives in the following categories: $5.6 million of
severance expense (included in salaries and employee benefits) and $4.8 million of write-offs of fixed assets and $5.8 million of lease termination charges (both
included in other expense).
In 2019, the Corporation recognized $10.9 million of expenses related to the Charter Consolidation, primarily in the following categories: $1.9 million of severance
expense (included in salaries and employee benefits), $6.6 million of other outside services, $1.0 million of an intangible write-off (included in intangible
amortization) and $600,000 in marketing expense.
The more significant fluctuations in expense levels, excluding the cost-savings initiatives in 2020 and the charter consolidation costs in 2019, by category are
explained below:
•
•
•
•
•
•
Salaries and employee benefits increased $9.0 million mainly due to increases in employee salaries (annual merit increases), overtime and incentive
compensation (primarily COVID-19 related for front-line employees).
Other outside services decreased $2.0 million, or 5.9%, primarily due to more in-house development and less reliance on third-party service providers.
Data processing and software increased $3.4 million reflecting higher transaction volumes and costs related to growth and technology initiatives.
Marketing decreased $4.1 million, or 44.3%, as a result of reduced marketing campaigns.
State taxes increased $3.7 million, or 41.8%, as a result higher Pennsylvania Bank Shares tax due to the Bank's increased equity as well as higher sales
taxes.
Other expenses decreased $4.3 million compared to 2019, primarily driven by a decrease in travel and entertainment, influenced by the restrictions due to
COVID-19.
55
Comparison of 2019 to 2018
Non-Interest Income
The following table presents the components of non-interest income:
Commercial banking:
Merchant and card
Cash management
Commercial loan interest rate swap
Other
Total commercial banking
Consumer banking:
Card
Overdraft
Other consumer banking
Total consumer banking
Wealth management
Mortgage banking income:
Gain on sales of mortgage loans
Mortgage servicing income
Total mortgage banking
Other
Non-interest income before investment securities gains, net
Investment securities gains, net
Total Non-Interest Income
2019
2018
Increase (Decrease)
%
$
(dollars in thousands)
$
$
24,077 $
18,392
14,875
13,773
71,117
20,515
17,949
11,039
49,503
55,678
17,881
5,218
23,099
12,030
211,427
4,733
216,160 $
23,427 $
17,581
9,831
13,090
63,929
19,497
17,606
11,319
48,422
52,148
13,021
6,005
19,026
11,963
195,488
37
195,525 $
650
811
5,044
683
7,188
1,018
343
(280)
1,081
3,530
4,860
(787)
4,073
67
15,939
4,696
20,635
2.8 %
4.6
51.3
5.2
11.2
5.2
1.9
(2.5)
2.2
6.8
37.3
(13.1)
21.4
0.6
8.2
N/M
10.6 %
Excluding net investment securities gains, non-interest income increased $15.9 million, or 8.2%, for the year ended December 31, 2019, as compared to the same
period in 2018, with increases across all major categories
Wealth management fees increased $3.5 million, or 6.8%, resulting primarily from growth in brokerage income due to an increase in client asset levels and
improved overall market performance, as well as the acquisitions of two small wealth management firms in 2019.
Total commercial banking income increased $7.2 million, or 11.2%, compared to 2018, driven mainly by an increase in capital markets revenue along with
increases in merchant and card income and cash management fees.
Total consumer banking increased $1.1 million, or 2.2%, compared to 2018, driven primarily by card income.
Mortgage banking income increased $4.1 million, or 21.4%, mainly due to gains on sales of mortgage loans. The increase in gains resulted from both higher
volumes of loans sold and higher spreads on sales.
Investment securities gains increased $4.7 million compared to 2018, mainly attributed to the sale of approximately $400 million of investment securities and a
corresponding prepayment of FHLB advances. This balance sheet restructuring occurred in the third quarter of 2019. See Note 3, "Investment Securities," in the
Notes to Consolidated Financial Statements for additional details.
56
Non-Interest Expense
The following table presents the components of non-interest expense:
Salaries and employee benefits
Net occupancy
Data processing and software
Other outside services
Equipment
Professional fees
Marketing
State Taxes
FDIC insurance
Amortization of TCI
Prepayment penalty on FHLB advances
Intangible amortization
Other
Total Non-Interest Expense
2019
2018
Increase (Decrease)
%
$
$
$
311,934 $
52,826
44,679
39,989
13,575
13,134
9,848
8,894
7,780
6,021
4,326
1,427
53,303
567,736 $
(dollars in thousands)
303,202 $
51,678
41,286
33,758
13,243
14,161
8,854
9,590
10,993
11,449
—
—
47,890
546,104 $
8,732
1,148
3,393
6,231
332
(1,027)
994
(696)
(3,213)
(5,428)
4,326
1,427
5,413
21,632
2.9 %
2.2
8.2
18.5
2.5
(7.3)
11.2
(7.3)
(29.2)
(47.4)
N/M
N/M
11.3
4.0 %
In 2019, $10.9 million of expenses were incurred related to Charter Consolidation, as compared to $3.6 million in 2018, a $7.3 million increase. The 2019 expenses
were primarily in salaries and benefits ($1.9 million of severance expense), other outside services ($6.6 million), intangible amortization ($1.0 million write-off)
and marketing ($650,000).
The more significant fluctuations in expense levels, excluding charter consolidation costs, by category are explained below:
•
•
•
•
•
•
•
•
Salaries and employee benefits increased $6.8 million mainly due to an increase in employee salaries (annual merit increases). Healthcare and 401(k) plan
matching expense also increased, but were partially offset by lower defined benefit pension expense driven by changes in the discount rate compared to
2018.
Net occupancy expense increased $1.1 million, or 2.2%, due mainly to the addition of new properties.
Data processing and software increased $3.4 million, or 8.2%, reflecting higher transaction volumes and costs related to growth and technology initiatives.
Marketing increased $1.0 million, or 11.2%, due to additional promotions, primarily related to deposits.
FDIC insurance expense decreased $3.2 million, or 29.2%, due to the recognition of assessment credits in 2019.
Amortization of tax credit investments decreased $5.4 million as 2018 included amortization for one significant investment which generated a
corresponding credit to income taxes.
2019 includes approximately $4.3 million of penalties related to the prepayment of certain FHLB advances in conjunction with the previously mentioned
balance sheet restructuring.
Other expenses increased $5.4 million due to losses on sale of fixed assets, telecommunications expense and operating risk losses.
Income Taxes
Income tax expense for 2020 was $24.2 million, a $13.5 million, or 35.7%, decrease from $37.6 million in 2019. The ETR was 12.0% in 2020, as compared to
14.3% in 2019. The decrease in income tax expense and the ETR primarily resulted from lower income before income taxes. The ETR is generally lower than the
federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and TCIs that generate tax credits
under various federal programs.
57
FINANCIAL CONDITION
The table below presents condensed consolidated ending balance sheets.
December 31
2020
2019
$
(dollars in thousands)
Increase (Decrease)
%
Assets
Cash and cash equivalents
FRB and FHLB Stock
Loans held for sale
Investment securities
Loans, net
Premises and equipment
Goodwill and intangibles
Other assets
Total Assets
Liabilities and Shareholders’ Equity
Deposits
Short-term borrowings
Long-term borrowings
Other liabilities
Total Liabilities
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
Cash and Cash Equivalents
$
$
$
$
1,847,832 $
92,129
83,886
3,340,424
18,623,253
231,480
536,659
1,151,070
25,906,733 $
20,839,207 $
630,066
1,296,263
524,369
23,289,905
2,616,828
25,906,733 $
517,791 $
97,422
37,828
2,867,378
16,673,904
240,046
535,303
916,368
21,886,040 $
17,393,913 $
883,241
881,769
384,941
19,543,864
2,342,176
21,886,040 $
1,330,041
(5,293)
46,058
473,046
1,949,349
(8,566)
1,356
234,702
4,020,693
3,445,294
(253,175)
414,494
139,428
3,746,041
274,652
4,020,693
N/M
(5.4)%
121.8
16.5
11.7
(3.6)
0.3
25.6
18.4 %
19.8 %
(28.7)
47.0
36.2
19.2
11.7
18.4 %
The $1.3 billion increase in cash and cash equivalents mainly resulted from additional cash maintained at the FRB due to deposit growth as well as additional
collateral required to be posted with counterparties for derivative contracts.
Loans Held for Sale
Loans held for sale increased $46.1 million, or 121.8%, primarily as the result of an increase in the volume of residential mortgage originations due to higher
refinancing activity.
58
Investment Securities
The following table presents the carrying amount of investment securities as of December 31:
Available for Sale
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential Mortgage-backed securities
Commercial mortgage backed securities
Auction rate securities
Held to Maturity
Residential mortgage-backed securities
Total investment securities
2020
2019
(in thousands)
952,613 $
367,145
503,766
377,998
762,415
98,206
3,062,143
652,927
377,357
693,718
177,312
494,297
101,926
2,497,537
278,281
3,340,424 $
369,841
2,867,378
$
$
Total AFS securities increased $564.6 million, or 22.6%, to $3.1 billion at December 31, 2020 primarily due to the investment of a portion of the proceeds from the
issuance of $375.0 million of subordinated notes and investment of excess funding, partially offset by the sale of investment securities, with an estimated fair value
of $82.0 million, completed during the second quarter of 2020 as part of a limited balance sheet restructuring that included the redemption of FHLB advances. See
Note 9, "Short-term and Long-Term Borrowings," in the Notes to Consolidated Financial Statements for additional detail on the subordinated notes issuance. Total
HTM securities decreased $91.6 million, or 24.8%, primarily as a result of principal repayments and premium amortization. There were no purchases of or
transfers into HTM securities during 2020.
Loans
The following table presents ending loans outstanding, by type, as of the dates shown, and the changes in balances for the most recent year:
(1)
Real estate – commercial mortgage
Commercial and industrial
Real estate – residential mortgage
Real estate – home equity
Real estate – construction
Consumer
Equipment lease financing and other
Overdrafts
Gross loans
Unearned income
Net Loans
2020
2019
December 31
2018
(dollars in thousands)
2017
2016
$
$
7,105,092 $
5,670,828
3,141,915
1,202,913
1,047,218
466,772
284,377
4,806
18,923,921
(23,101)
18,900,820 $
6,700,776 $
4,446,701
2,641,465
1,314,944
971,079
463,164
322,625
3,582
16,864,336
(26,810)
16,837,526 $
6,434,285 $
4,404,548
2,251,044
1,452,137
916,599
419,186
311,866
2,774
16,192,439
(26,639)
16,165,800 $
6,364,804 $
4,300,297
1,954,711
1,559,719
1,006,935
313,783
291,556
4,113
15,795,918
(27,671)
15,768,247 $
6,018,582
4,087,486
1,601,994
1,625,115
843,649
291,470
246,704
3,662
14,718,662
(19,390)
14,699,272
(1) Includes PPP loans totaling $1.6 billion as of December 31, 2020.
Net Loans increased $2.1 billion, or 12.3%, as of December 31, 2020 compared to December 31, 2019, primarily due to growth in commercial and industrial loans
and commercial and residential mortgage loans, partially offset by decreases in home equity loans and equipment lease financing. The increase in commercial and
industrial loans was impacted by approximately $1.6 billion of PPP loans.
59
The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographic location within its footprint. As of
December 31, 2020, approximately $8.2 billion, or 43.1%, of the loan portfolio was comprised of commercial mortgage and construction loans. The Corporation's
policies limit the maximum total lending commitment to an individual borrower to $55.0 million as of December 31, 2020. 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.
The following table summarizes the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios (including PPP
loans) as of December 31:
2020
2019
(1)
(3)
(2)
Real estate
Health care
Agriculture
Construction
Manufacturing
Other services
Hospitality and food services
Retail
Professional, scientific and technical services
Educational services
Wholesale trade
Arts, entertainment and recreation
Public administration
Transportation and warehousing
Other
(4)
Total
41.4 %
8.7
6.4
6.4
6.3
5.1
4.2
3.8
3.6
3.3
3.3
2.4
1.7
1.7
1.7
100.0 %
41.4 %
8.1
7.1
6.2
6.0
4.7
4.1
4.2
2.9
4.1
3.6
2.2
2.0
1.2
2.2
100.0 %
(1) 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.
(2) Includes commercial loans to borrowers engaged in the construction industry.
(3) Excludes public administration.
(4) Includes energy sector.
60
The following table presents the changes in non-accrual loans for the years ended December 31:
Commercial and
Industrial
Real Estate -
Commercial
Mortgage
Real Estate -
Construction
Real Estate -
Residential
Mortgage
Real Estate -
Home
Equity
Consumer
Equipment
Lease
Financing
Total
Balance of non-accrual loans at December
31, 2018
$
Additions
Payments
Charge-offs
Transfers to OREO
Transfers to accrual status
Balance of non-accrual loans at December
31, 2019
Additions
Payments
Charge-offs
Transfers to OREO
Transfers to accrual status
Balance of non-accrual loans at December
31, 2020
$
$
50,149
65,893
(24,810)
(42,410)
(144)
(572)
48,106
37,208
(34,405)
(18,915)
—
(1)
$
30,389
35,369
(28,770)
(1,837)
(680)
(1,305)
33,166
37,538
(14,077)
(4,225)
(31)
(901)
(in thousands)
$
14,668
8,384
(2,341)
(1,545)
(2,433)
(57)
16,676
12,994
(1,848)
(620)
(237)
(858)
$
7,390
100
(3,588)
(143)
(124)
(17)
3,618
153
(2,358)
(17)
—
(1)
$
6,707
4,851
(2,276)
(1,291)
(582)
(405)
7,004
5,621
(1,617)
(1,193)
(227)
—
$
—
3,403
—
(3,403)
—
—
—
3,742
(10)
(3,400)
—
—
$
19,269
1,334
(3,157)
(918)
—
—
16,528
3,177
(1,205)
(2,187)
—
—
128,572
119,334
(64,942)
(51,547)
(3,963)
(2,356)
125,098
100,433
(55,520)
(30,557)
(495)
(1,761)
31,993
$
51,470
$
1,395
$
26,107
$
9,588
$
332
$
16,313
$
137,198
Non-accrual loans increased $12.1 million, or 9.7%, in 2020. Non-accrual loans as a percentage of Net Loans decreased to 0.72% at December 31, 2020, as
compared to 0.74% at December 31, 2019.
The following table presents non-performing assets as of the dates shown:
Non-accrual loans
Loans 90 days or more past due and still accruing
(1) (2) (3)
(2)
Total non-performing loans and leases
OREO
(4)
Total non-performing assets
2020
2019
December 31,
2018
(in thousands)
2017
2016
$
$
137,198 $
9,929
147,127
4,178
151,305 $
125,098 $
16,057
141,155
6,831
147,986 $
128,572 $
11,106
139,678
10,518
150,196 $
124,749 $
10,010
134,759
9,823
144,582 $
120,133
11,505
131,638
12,815
144,453
(1)
In 2020, the total interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms was $5.8 million. The amount of interest
income on non-accrual loans that was recognized in 2020 was approximately $290,000.
(2) Accrual of interest is generally discontinued when a loan becomes 90 days past due. 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 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 to be adequately 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, 2020, were $68.4 million of loans modified under TDRs. These loans continue to accrue interest and are, therefore, not included
in non-accrual loans.
(4) Excludes $8.1 million of residential mortgage properties for which formal foreclosure proceedings were in process as of December 31, 2020.
61
The following table presents non-performing loans, by type, as of the dates shown:
Commercial and industrial
Real estate – commercial mortgage
Real estate – residential mortgage
Real estate – home equity
Real estate – construction
Consumer
Equipment lease financing
Total non-performing loans
Non-performing loans to total loans
2020
2019
$
$
32,609
52,647
30,794
1,550
12,341
749
16,437
147,127
$
$
49,491
37,279
22,411
10,568
4,306
458
16,642
141,155
December 31,
2018
(dollars in thousands)
$
$
51,269
32,153
19,101
9,769
7,390
409
19,587
139,678
$
$
2017
2016
54,309
35,447
20,971
11,507
12,197
296
32
134,759
$
$
43,460
39,319
23,655
13,154
9,842
1,891
317
131,638
0.78 %
0.84 %
0.86 %
0.85 %
0.90 %
The following table presents TDRs as of the dates shown:
Real estate – residential mortgage
Real estate – commercial mortgage
Real estate – home equity
Commercial and industrial
Consumer
Real estate – construction
Total accruing TDRs
Non-accrual TDRs
(1)
Total TDRs
(1) Included within non-accrual loans in the preceding table.
2020
2019
$
$
18,602
28,451
14,391
6,982
—
—
68,426
35,755
104,181
$
$
21,551
13,330
15,068
5,193
8
—
55,150
20,825
75,975
December 31,
2018
(in thousands)
$
24,102
15,685
16,665
5,143
10
—
61,605
28,659
90,264
$
2017
2016
$
$
26,016
13,959
15,558
10,820
26
—
66,379
29,051
95,430
$
$
27,617
15,957
8,594
6,627
39
726
59,560
27,850
87,410
The increase in TDRs in 2020 compared to 2019 is primarily the result of one large borrower in the commercial mortgage portfolio.
Total TDRs modified during 2020 and still outstanding as of December 31, 2020, were $45.3 million. Of these loans, $15.5 million, or 34.3%, had a payment
default during 2020, which the Corporation defines as a single missed scheduled payment, subsequent to modification. TDRs modified during 2019 and still
outstanding as of December 31, 2019, totaled $10.6 million. Of these loans, $2.0 million, or 18.5%, had a payment default during 2019, which the Corporation
defines as a single missed scheduled payment, subsequent to modification.
The following table summarizes OREO, by property type, as of December 31:
Commercial properties
Residential properties
Undeveloped land
Total OREO
2020
2019
(in thousands)
1,730 $
1,496
952
4,178 $
2,058
3,078
1,695
6,831
$
$
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 ACL. 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 1 - Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and
Supplementary Data." The evaluation of credit risk for residential mortgages, home equity loans, construction
62
loans to individuals, consumer loans and equipment lease financing is based on aggregate payment history, through the monitoring of delinquency levels and
trends.
Total internally risk rated loans were $13.7 billion and $12.0 billion as of December 31, 2020 and 2019, respectively. The following table presents criticized and
classified loans, or those with internal risk ratings of Special Mention
for commercial mortgages, commercial and industrial loans
and construction loans to commercial borrowers, by class segment, as of December 31:
or Substandard or Lower
(2)
(1)
Special Mention
2020
2019
(1)
Increase (Decrease)
%
$
(2)
Substandard or Lower
2020
2019
(dollars in thousands)
Increase (Decrease)
%
$
Total Criticized and Classified
Loans
2020
2019
Real estate -
commercial mortgage $ 478,165
Commercial and
industrial
Real estate -
construction
154,039
(3)
13,259
$ 645,463
Total
% of total risk rated
loans
$ 137,163
$ 341,002
N/M $ 181,970
$ 134,206
$
47,764
35.6%
$
660,135
$
271,369
181,107
(27,068)
(14.9)
128,175
199,760
(71,585)
(35.8)
282,214
380,867
4,219
$ 322,489
9,040
$ 322,974
N/M
100.2%
5,469
$ 315,614
6,137
$ 340,103
(668)
$ (24,489)
(10.9)
(7.2)%
18,728
961,077
$
10,356
662,592
$
4.7%
2.7%
2.3%
2.8%
7.0%
5.5%
(1) Considered "criticized" loans by banking regulators
(2) Considered "classified" loans by banking regulators
(3) Excludes construction - other
As of December 31, 2020, total loans with risk ratings of special mention increased by $323.0 million, or 100.2%, and total loans with a risk rating of substandard
or lower decreased by $24.5 million, or 7.2%, resulting in an overall increase in total criticized loans of $298.5 million, 45.0% higher than 2019. The largest driver
of the migration into these risk rating categories was within the hospitality industry, which is included in the real estate - commercial mortgage category.
The following table presents, by class segment, a summary of delinquency status and rates, as a percentage of total loans, for loans that do not have internal risk
ratings as of December 31:
Delinquent
(1)
Non-performing
(2)
Total
2020
2019
2020
2019
2020
2019
$
%
$
%
$
%
$
%
$
%
$
%
(dollars in thousands)
Real estate - home
equity
Real estate - residential
mortgage
Real estate -
construction - other
Consumer
Equipment lease
financing
Total
$
7,276
0.55 % $
12,341
0.94 % $
12,340
0.94 % $
10,568
0.80 % $
19,616
1.49 % $
22,909
1.74 %
29,956
0.95
34,291
1.30
30,665
0.98
22,411
0.85
60,621
1.93
56,702
2.15
1,938
3,537
0.20
0.76
895
5,150
0.95
0.72
178
750
0.02
0.16
809
458
0.86
0.30
2,116
4,287
0.22
0.93
1,704
5,608
1.81
1.21
988
43,695
$
0.33
0.92 % $
4,012
56,689
1.34
1.19 % $
16,437
60,370
5.49
1.25 % $
16,642
50,888
5.56
1.06 % $
17,425
104,065
5.82
2.17 % $
20,654
107,577
6.90
2.24 %
(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 and leases.
63
Allowance for Credit Losses and Asset Quality
The Corporation accounts for the credit risk associated with lending activities through the ACL and the provision for credit losses.
A summary of the Corporation’s activity in the ACL, including loans and OBS credit exposures:
Net Loans
Average balance of Net Loans
Balance of ACL at beginning of period
Impact of adopting CECL on January 1, 2020
Loans charged off:
Commercial and industrial
Real estate – commercial mortgage
Real estate – home equity
Consumer
Equipment lease financing and other
Real estate – residential mortgage
Real estate – construction
Total loans charged off
Recoveries of loans previously charged off:
Commercial and industrial
Real estate – construction
Real estate – home equity
Consumer
Real estate – commercial mortgage
Equipment lease financing and other
Real estate – residential mortgage
Total recoveries
Net loans charged off
Provision for credit losses
Balance of ACL at end of period
Components of the ACL:
ACL - Loans
ACL - OBS credit exposures
(1)
Balance of ACL at end of period
Selected Asset Quality Ratios:
Net charge-offs to average loans
ACL - loans
ACL to total Net Loans
Non-performing assets
Non-performing assets
Non-accrual loans to total Net Loans
ACL - loans to non-performing loans
Non-performing assets
(2)
(3)
(2)
(2)
to total assets
to total loans and OREO
to tangible common shareholders' equity and ACL -
2020
2019
$
$
$
18,900,820
18,270,390
166,209
58,348
$
$
$
16,837,526
16,430,347
169,410
—
2018
(dollars in thousands)
$
16,165,800
$
$
15,815,263
176,084
—
2017
2016
$
$
$
15,768,247
15,236,612
171,325
—
$
$
$
14,699,272
14,128,064
171,412
—
18,915
4,225
1,193
3,400
2,187
620
17
30,557
11,396
5,122
504
1,875
1,027
605
491
21,020
9,537
76,920
291,940
277,567
14,373
291,940
0.05 %
1.47
1.54
0.58
0.83
0.72
188.66
$
$
$
42,410
1,837
1,291
3,403
2,560
1,545
143
53,189
8,721
2,591
688
1,306
2,202
666
989
17,163
36,026
32,825
166,209
163,622
2,587
166,209
0.22 %
0.97
0.99
0.68
0.88
0.74
117.75
$
$
$
52,441
2,045
6,127
—
2,521
1,574
1,368
66,076
4,994
1,829
2,393
—
1,622
1,037
620
12,495
53,581
46,907
169,410
160,537
8,873
169,410
0.34 %
0.99
1.05
0.73
0.93
0.80
121.29
$
$
$
19,067
2,169
4,567
—
3,035
687
3,765
33,290
7,771
1,582
1,969
—
1,668
968
786
14,744
18,546
23,305
176,084
169,910
6,174
176,084
0.12 %
1.08
1.12
0.72
0.92
0.79
130.67
$
$
$
15,276
3,580
7,712
—
3,815
2,326
1,218
33,927
8,981
3,924
2,466
—
3,373
842
1,072
20,658
13,269
13,182
171,325
168,679
2,646
171,325
0.09 %
1.15
1.17
0.76
0.98
0.82
130.15
$
$
$
loans
(3)
6.99
7.50
7.97
7.71
8.20
(1) Reserve for OBS credit exposures is recorded within other liabilities on the consolidated balance sheets. Prior to 2020, it was referred to as "reserve for unfunded lending commitments". See
"Note 4 - Allowance for Credit Losses and Asset Quality" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." for further details.
(2) Includes accruing loans past due 90 days or more.
(3) Ratio represents a financial measure derived by methods other than 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."
64
The provision for credit losses increased $44.1 million in comparison to 2019. Prior periods did not incorporate "life of loan" losses under CECL and applied an
incurred loss model, which would not have considered economic forecasts or forward-looking considerations over the remaining expected lives of loans. The
amounts recorded in 2020 were primarily driven by economic assumptions, which considered the impact of COVID-19. See "Note 1 - Summary of Significant
Accounting Policies" in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." for further details.
The following table summarizes the allocation of the ACL - loans:
2020
2019
2018
2017
2016
ACL - loans
%
In Each Loan
Category (1)
ACL - loans
%
In Each Loan
Category (1)
ACL - loans
%
In Each Loan
Category (1)
ACL - loans
%
In Each Loan
Category (1)
ACL - loans
%
In Each Loan
Category (1)
(dollars in thousands)
Real estate - commercial
mortgage
Commercial and
industrial
Real estate - residential
mortgage
Consumer, home equity,
equipment lease
financing
Real estate - construction
Unallocated
Total
$
103,425
37.6 % $
45,610
39.6 % $
52,889
39.7 % $
58,793
40.3 % $
46,842
40.9 %
74,771
51,995
31,770
15,608
—
277,567
$
30.0
16.6
10.3
5.5
N/A
100.0 % $
68,602
19,771
25,196
4,443
—
163,622
26.4
15.7
12.5
5.8
N/A
100.0 % $
58,868
18,921
24,798
5,061
—
160,537
27.2
13.9
13.5
5.7
N/A
100.0 % $
66,280
16,088
22,129
6,620
—
169,910
27.2
12.4
13.7
6.4
N/A
100.0 % $
54,353
22,929
33,567
6,455
4,533
168,679
27.8
10.9
14.7
5.7
N/A
100.0 %
N/A – Not applicable
(1)
Ending loan balances as a % of total loans for the years presented.
Management believes that the $277.6 million ACL - loans as of December 31, 2020, was sufficient to cover expected losses in the loan portfolio. See additional
disclosures in "Note 1 - Summary of Significant Accounting Policies," and "Note 4 - Allowance for Credit Losses and Asset Quality," in the Notes to Consolidated
Financial Statements in Item 8. "Financial Statements and Supplementary Data;" and "Critical Accounting Policies" above.
Other Assets
Other assets increased $234.7 million, or 25.6%, to $1.2 billion as of December 31, 2020, primarily due to higher fair values of derivative contracts for interest rate
swaps, earnings on bank-owned life insurance, and an increase in the net DTA mainly as the result of the adoption of CECL.
Deposits and Borrowings
The following table presents ending deposits, by type, as of December 31:
Noninterest-bearing demand
Interest-bearing demand
Savings
Total demand and savings
Brokered deposits
Time deposits
Total deposits
2020
2019
Increase (Decrease)
%
$
(dollars in thousands)
$
$
6,531,002 $
5,818,564
5,929,792
18,279,358
335,185
2,224,664
20,839,207 $
4,453,324 $
4,720,188
5,153,941
14,327,453
264,531
2,801,929
17,393,913 $
2,077,678
1,098,376
775,851
3,951,905
70,654
(577,265)
3,445,294
46.7 %
23.3
15.1
27.6
26.7
(20.6)
19.8 %
65
The following table presents ending borrowings, by type as of December 31:
Short-term borrowings:
(1)
Customer funding
FHLB advances and other borrowings
(2)
Total short-term borrowings
Long-term borrowings:
FHLB advances
Other long-term borrowings
Total long-term borrowings
Total borrowings
(1)
(2)
Includes repurchase agreements and short-term promissory notes.
Consists of FHLB advances with an original maturity term of less than one year.
2020
2019
Increase (Decrease)
%
$
(dollars in thousands)
$
$
630,066 $
—
630,066
383,241 $
500,000
883,241
246,825
(500,000)
(253,175)
535,973
760,290
1,296,263
1,926,329 $
491,024
390,745
881,769
1,765,010 $
44,949
369,545
414,494
161,319
64.4 %
(100.0)
(28.7)
9.2
94.6
47.0
9.1 %
Total short-term borrowings decreased $253.2 million, or 28.7%, as a result of higher balances of deposits and the increase in long-term borrowings, reducing the
need for short-term borrowings. Long-term FHLB advances increased $44.9 million, or 9.2%, and other long-term debt increased $369.5 million as the result of the
issuance of $375.0 million of subordinated notes in March 2020 as discussed in the "Overview" section of Management's Discussion.
Other Liabilities
Other liabilities increased $139.4 million, or 36.2%, to $524.4 million as of December 31, 2020, primarily as the result of an increase in the fair values of
derivative contracts related to interest rate swaps.
Shareholders’ Equity
Total shareholders’ equity increased $274.7 million, or 11.7%, to $2.6 billion, or 10.1% of total assets, as of December 31, 2020. The increase was due primarily to
the $192.9 million of net proceeds from the issuance of preferred stock, $178.0 million of net income, a $65.2 million net increase in AOCI, $7.5 million of stock-
based compensation awards and $7.4 million of common stock issued, partially offset by $90.7 million of common stock cash dividends, a $43.8 million reduction
to retained earnings as a result of the adoption of CECL on January 1, 2020, $39.7 million of common stock repurchases and $2.1 million of preferred stock
dividends.
See "Note 14 - Shareholders' Equity" in the Notes to the Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data." for details
of the issuance of preferred stock and the Corporation's share repurchase programs and activities. Under all repurchase programs, repurchased shares are 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. See "Note 4
- Allowance for Credit Losses and Asset Quality," in the Notes to the Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary
Data." for details of the adoption of CECL.
The Corporation and its wholly owned subsidiary bank, Fulton Bank, are subject to regulatory capital requirements administered by the FRB and OCC. Failure to
meet minimum capital requirements can trigger certain actions by these 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).
66
The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements at December 31:
Total Capital (to Risk-Weighted Assets)
Tier I Capital (to Risk-Weighted Assets)
Common Equity Tier I (to Risk-Weighted Assets)
Tier I Leverage Capital (to Average Assets)
2020
14.4%
10.5%
9.5%
8.2%
2019
11.8%
9.7%
9.7%
8.4%
Regulatory
Minimum
for Capital
Adequacy
8.0%
6.0%
4.5%
4.0%
Fully Phased-in, with Capital
Conservation Buffers
10.5%
8.5%
7.0%
4.0%
In July 2013, the FRB approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations
and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III
Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.
The U.S. Basel III Capital Rules require the Corporation and its bank subsidiary to:
• Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;
• Continue to require a minimum Total capital ratio of 8.00% of risk-weighted assets and a 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.
As of January 1, 2019, the Corporation and its bank subsidiary were also required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-
based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments.
The U.S. Basel III Capital Rules use a standardized approach for risk weightings that 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.
As of December 31, 2020, Fulton Bank was well capitalized under the regulatory framework for prompt corrective action based on its capital ratio calculations. To
be categorized as well capitalized, the bank 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 table above. There are no conditions or events since December 31, 2020 that management believes have changed the institution's categories. See
"Note 11 - Regulatory Matters," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."
67
Contractual Obligations and Off-Balance Sheet Arrangements
The Corporation has various financial obligations that require future cash payments. These obligations include payments for liabilities recorded on the
Corporation’s consolidated balance sheets as well as contractual obligations for purchased services.
The following table summarizes the Corporation's significant contractual obligations to third parties, by type, that were fixed and determinable as of December 31,
2020:
(1)
Deposits with no stated maturity
(2)
Time deposits
Short-term borrowings
Long-term debt
Operating leases
Purchase obligations
Uncertain tax positions
(5)
(6)
(3)
(4)
(3)
One Year
or Less
One to
Three Years
Payments Due In
Three to
Five Years
(in thousands)
Over Five
Years
$
18,614,543 $
1,417,396
630,066
—
18,973
23,011
2,831
— $
— $
— $
682,245
—
393,098
35,130
47,087
—
70,006
—
513,865
28,009
4,863
—
55,017
—
389,300
44,627
—
—
Total
18,614,543
2,224,664
630,066
1,296,263
126,739
74,961
2,831
Includes demand deposits, savings accounts and brokered deposits, which can be withdrawn at any time.
(1)
(2) See additional information regarding time deposits in "Note 8 - Deposits," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."
(3) See additional information regarding borrowings in "Note 9 - Short-Term and Long-Term Borrowings," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements
and Supplementary Data."
(4) See additional information regarding operating leases in "Note 17 - Leases," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data."
(5)
(6)
Includes information technology, telecommunication and data processing outsourcing contracts.
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
Statements and Supplementary Data."
In addition to the contractual obligations listed in the preceding table, the Corporation is a party to financial instruments with OBS 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 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.
The following table presents the Corporation’s commitments to extend credit and letters of credit as of December 31, 2020 (in thousands):
Commercial and industrial
Real estate - commercial mortgage and real estate - construction
Real estate - home equity
Total commitments to extend credit
Standby letters of credit
Commercial letters of credit
Total letters of credit
$
$
$
$
5,245,041
1,787,963
1,618,051
8,651,055
298,750
56,229
354,979
68
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 ALCO is responsible for reviewing the interest rate
sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of
strategies regarding balance sheet positions.
The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic
value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level
of risk as time evolves, and exposure to changes in interest rates.
Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and
gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario.
Simulation of net interest income is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. The Corporation’s policy limits
the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 bp shock in interest rates,
15% for a 200 bp shock, 20% for a 300 bp shock and 25% for a 400 bp shock. A "shock" is an immediate upward or downward movement of interest rates. The
shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account
the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.
Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options
within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used
are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market
interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as
well as changes in market conditions and the application and timing of various management strategies.
The following table summarizes the expected impact of abrupt interest rate changes, i.e. a non-parallel instantaneous shock, on net interest income as of
December 31, 2020 (due to the current level of interest rates, the downward shock scenarios are not shown):
(1)
Rate Shock
+400 bp
+300 bp
+200 bp
+100 bp
Annual change
in net interest income
+ $131.7 million
+ $98.9 million
+ $65.5 million
+ $31.4 million
% Change in net interest
income
+ 19.8%
+ 14.9%
+ 9.9%
+ 4.7%
(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.
Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and
liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements
relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation’s
balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case
economic value of equity for a 100 bp shock in interest rates, 20% for a 200 bp shock, 30% for a 300 bp shock
69
and 40% for a 400 bp shock. As of December 31, 2020, the Corporation was within economic value of equity policy limits for every 100 bp 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
and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in
other non-interest expense on the consolidated statements of income.
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- and long-term needs.
The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (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 instruments. The positive
impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net interest income if rates on interest-
earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the FRB, along with federal funds lines at various
correspondent banks, provides the Corporation with additional liquidity.
Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of December 31, 2020, the Corporation had $536.0 million
of short- and long-term advances outstanding from the FHLB with an additional borrowing capacity of approximately $3.9 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, 2020, the Corporation had aggregate availability under federal funds lines of $1.8 billion, with no outstanding borrowings against that amount.
A combination of commercial real estate loans, commercial loans and securities are pledged to the FRB of Philadelphia to provide access to FRB Discount
Window borrowings. As of December 31, 2020, the Corporation had $324.3 million of collateralized borrowing availability at the Discount Window, and no
outstanding borrowings.
Liquidity must also be managed at the Corporation's 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. Management continues to monitor the liquidity and capital needs of the parent company and will
implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.
The Corporation’s sources and uses of funds were discussed in general terms in the "Net Interest Income" section of Management’s Discussion and Analysis. The
consolidated statements of cash flows provide additional information. The Corporation’s operating activities during 2020 generated $154.5 million of cash, mainly
due to net income of $178.0 million, partially offset by the net impact of other operating activities. Cash used in investing activities was $2.5 billion, primarily due
to the net increase in loans, primarily related to loans originated under the PPP. Net cash provided by financing activities was $3.7 billion due mainly to increases
in deposits and the issuance of long-term borrowings, which included the addition of subordinated debt, and preferred stock.
70
The following table presents the expected maturities of AFS investment securities, at estimated fair value, as of December 31, 2020 and the weighted average
yields on such securities (calculated based on historical cost):
Available for sale
State and municipal
Corporate debt securities
(2)
Auction rate securities
(1)
Total
Maturing
Within One Year
After One But
Within Five Years
After Five But
Within Ten Years
After Ten Years
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
$
$
6,244
5,106
—
11,350
2.30 % $
3.39
—
2.78 % $
16,837
23,880
—
40,717
(dollars in thousands)
4.90 % $
3.72
—
4.22 % $
9,061
336,551
—
345,612
4.62 % $
3.93
—
3.94 % $
920,471
1,608
98,206
1,020,285
3.90 %
6.05
1.61
3.66 %
(1) Weighted average yields on tax-exempt securities have been computed on a fully taxable-equivalent basis assuming a federal tax rate of 21% and statutory interest expense disallowances.
(2) Maturities of ARCs are based on contractual maturities.
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 AFS investment securities, at estimated fair value, and HTM investment securities, at amortized cost, as of December 31, 2020,
without stated maturities, including the weighted average yields and estimated weighted average lives based on prepayment speeds on such securities:
Available for sale
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Held to maturity
Residential mortgage-backed securities
Amount
(dollars in thousands)
Yield
Weighted
Average Life
(in years)
$
$
503,766
377,998
762,415
2.39 %
1.66 %
2.20 %
278,281
1.90 %
1.4
8.8
4.8
2.5
The following table presents the contractual maturities of fixed rate loans and loan types subject to changes in interest rates as of December 31, 2020:
One Year
or Less
One
Through
Five Years
More Than
Five Years
Total
(in thousands)
Commercial and industrial:
Adjustable and floating rate
Fixed rate
Total commercial and industrial
(1)
Real estate – mortgage
:
Adjustable and floating rate
Fixed rate
Total real estate - mortgage
(1)
Real estate – construction:
Adjustable and floating rate
Fixed rate
Total real estate – construction
Total
(1) Includes commercial and residential mortgages and home equity loans.
818,696 $
607,418
1,426,114 $
1,563,128 $
754,093
2,317,221 $
327,515 $
137,074
464,589 $
4,207,924 $
1,728,808 $
1,933,911
3,662,719 $
4,953,856 $
1,192,171
6,146,027 $
388,505 $
14,094
402,599 $
10,211,345 $
484,398 $
97,597
581,995 $
2,360,628 $
626,044
2,986,672 $
168,311 $
11,719
180,030 $
3,748,697 $
3,031,902
2,638,926
5,670,828
8,877,612
2,572,308
11,449,920
884,331
162,887
1,047,218
18,167,966
$
$
$
$
$
$
$
71
Contractual maturities of time deposits as of December 31, 2020 were as follows (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
Total
$
$
1,417,396
521,545
160,700
43,914
26,092
55,017
2,224,664
Contractual maturities of time deposits of $100,000 or more outstanding, included in the table above, as of December 31, 2020 were as follows (in thousands):
Three months or less
Over three through six months
Over six through twelve months
Over twelve months
Total
Debt Security Market Price Risk
$
$
244,764
163,430
269,749
358,788
1,036,731
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, 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, 2020, the Corporation owned securities issued by various states and municipalities with a total fair value of $952.6 million. Uncertainty with
respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers
due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential
holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State 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, 2020, approximately 99% of state and municipal securities were supported by the general obligation of
corresponding states or municipalities. Approximately 64% 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, 2020, the Corporation’s investments in ARCs had a cost basis of $101.5 million and an estimated fair value of $98.2 million. The fair values
of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values that
may not represent those that could be expected from settlement of these investments in the current market. The expected cash flows model produced fair values
which assumed a return to market liquidity sometime within the next five years. The Corporation believes that the trusts underlying the ARCs will self-liquidate as
student loans are repaid.
The credit quality of the underlying debt associated with the ARCs is also a factor in the determination of their estimated fair value. As of December 31, 2020, all
of the ARCs were rated above investment grade. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government.
At December 31, 2020, all of the Corporation's ARCs were current and making scheduled interest payments.
72
Corporate Debt Securities
The Corporation holds corporate debt securities in the form of single-issuer TruPs and subordinated debt and senior debt issued by financial institutions. As of
December 31, 2020, these securities had an amortized cost of $348.4 million and an estimated fair value of $367.1 million.
See "Note 3 - Investment Securities," in the Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for further
discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 19 - Fair Value Measurements," in the
Notes to Consolidated Financial Statements in Item 8. "Financial Statements and Supplementary Data" for further discussion related to the fair values of debt
securities.
73
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per-share data)
ASSETS
Cash and due from banks
Interest-bearing deposits with other banks
Cash and cash equivalents
FRB and FHLB stock
Loans held for sale
Investment securities:
AFS, at estimated fair value
HTM, at amortized cost
Net Loans
Less: ACL - loans
Loans, net
Net premises and equipment
Accrued interest receivable
Goodwill and intangible assets
Other assets
Total Assets
LIABILITIES
Deposits:
Noninterest-bearing
Interest-bearing
Total Deposits
Accrued interest payable
Short-term borrowings
Long-term borrowings
Other liabilities
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred stock, no par value; 10,000,000 shares authorized Series A, 200,000 shares authorized and issued in 2020;
liquidation preference of $1,000 per share
Common stock, $2.50 par value, 600.0 million shares authorized, 223.2 million shares issued in 2020 and 222.4
million issued in 2019
Additional paid-in capital
Retained earnings
Accumulated other comprehensive gain (loss)
Treasury stock, at cost, 60.8 million shares in 2020 and 58.2 million shares in 2019
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
See Notes to Consolidated Financial Statements
74
$
$
$
December 31,
2020
2019
$
120,462 $
1,727,370
1,847,832
92,129
83,886
3,062,143
278,281
18,900,820
(277,567)
18,623,253
231,480
72,942
536,659
1,078,128
25,906,733 $
6,531,002 $
14,308,205
20,839,207
10,365
630,066
1,296,263
514,004
23,289,905
132,283
385,508
517,791
97,422
37,828
2,497,537
369,841
16,837,526
(163,622)
16,673,904
240,046
60,898
535,303
855,470
21,886,040
4,453,324
12,940,589
17,393,913
8,834
883,241
881,769
376,107
19,543,864
192,878
—
557,917
1,508,117
1,120,781
65,091
(827,956)
2,616,828
25,906,733 $
556,110
1,499,681
1,079,391
(137)
(792,869)
2,342,176
21,886,040
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share data)
Interest Income
Loans, including fees
Investment securities:
Taxable
Tax-exempt
Loans held for sale
Other interest income
Total Interest Income
Interest Expense
Deposits
Short-term borrowings
Long-term borrowings
Total Interest Expense
Net Interest Income
Provision for credit losses
Net Interest Income After Provision for Credit Losses
Non-Interest Income
Commercial banking
Consumer banking
Wealth management
Mortgage banking
Other
Non-interest income before investment securities gains, net
Investment securities gains, net
Total Non-Interest Income
NON-INTEREST EXPENSE
Salaries and employee benefits
Net occupancy
Data processing and software
Other outside services
Equipment
Professional fees
State taxes
FDIC insurance
Amortization of TCI
Prepayment penalty on FHLB advances
Intangible amortization
Other
Total Non-Interest Expense
Income Before Income Taxes
Income taxes
Net Income
Preferred stock dividends
Net Income Available to Common Shareholders
PER SHARE:
Net Income (Basic)
Net Income (Diluted)
Cash Dividends
See Notes to Consolidated Financial Statements
75
2020
2019
2018
$
656,077 $
737,932 $
683,042
58,173
21,047
2,077
5,504
742,878
70,045
5,227
38,398
113,671
629,207
76,920
552,287
70,286
41,598
59,058
42,309
13,084
226,335
3,053
229,388
324,395
53,013
48,073
31,432
13,885
12,835
12,613
8,865
6,126
2,878
529
64,796
579,440
202,235
24,194
178,040
(2,135)
175,905 $
62,556
14,218
1,351
9,249
825,306
131,775
14,543
30,599
176,917
648,389
32,825
615,564
71,117
49,503
55,678
23,099
12,030
211,427
4,733
216,160
311,934
52,826
44,679
39,989
13,575
13,134
8,894
7,780
6,021
4,326
1,427
63,151
567,736
263,988
37,649
226,339
—
226,339 $
56,044
12,076
1,159
6,193
758,514
87,712
8,489
31,857
128,058
630,456
46,907
583,549
63,929
48,422
52,148
19,026
11,963
195,488
37
195,525
303,202
51,678
41,286
33,758
13,243
14,161
9,590
10,993
11,449
—
—
56,744
546,104
232,970
24,577
208,393
—
208,393
1.08 $
1.08
0.56
1.36 $
1.35
0.56
1.19
1.18
0.52
$
$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net Income
Other Comprehensive Income (Loss), net of tax:
Unrealized gains (losses) on AFS investment securities:
Unrealized gain (loss) on securities
Reclassification adjustment for securities gains included in net income
Amortization of net unrealized losses on AFS securities transferred to HTM
Non-credit related unrealized (loss) gain on other-than-temporarily impaired debt securities
Net unrealized gains (losses) on AFS investment securities
Defined benefit pension plan and postretirement benefits:
Unrecognized pension and postretirement (cost) income
Amortization of net unrecognized pension and postretirement income
Net unrealized (losses) gains on defined benefit pension and postretirement plans
Other Comprehensive Income (Loss)
Total Comprehensive Income
See Notes to Consolidated Financial Statements
76
2020
178,040 $
2019
226,339
$
2018
208,393
65,651
(2,359)
3,448
—
66,740
56,919
(3,686)
6,285
(680)
58,838
(2,532)
1,020
(1,512)
65,228
243,268 $
(937)
1,025
88
58,926
285,265 $
$
(24,326)
(30)
2,098
222
(22,036)
1,400
1,648
3,048
(18,988)
189,405
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share data)
Preferred Stock
Common Stock
Shares
Outstanding
Amount
Shares
Outstanding
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Total
Balance at December 31, 2017
—
$
—
175,170
$
552,232
$
1,478,389
$
Net income
Other comprehensive income
Common stock issued
Stock-based compensation awards
Acquisition of treasury stock
Reclassification of stranded tax effects
Common stock cash dividends - $0.52 per share
(1)
977
33
(5,996)
2,062
83
3,432
7,882
Balance at December 31, 2018
—
$
—
170,184
$
554,377
$
1,489,703
$
Net income
Other comprehensive income
Common stock issued
Stock-based compensation awards
Acquisition of treasury stock
Common stock cash dividends - $0.56 per share
883
1,733
2,565
7,413
(6,849)
Balance at December 31, 2019
—
$
—
164,218
$
556,110
$
1,499,681
$
Net income
Other comprehensive income
Preferred stock issued
Common stock issued
Stock-based compensation awards
Acquisition of treasury stock
Adjustment for CECL
Preferred stock dividend
Common stock cash dividends - $0.56 per share
(2)
200
192,878
1,040
1,807
(2,908)
907
7,529
821,619
208,393
$
(32,974)
$
(589,409)
$
(18,988)
(7,101)
1,241
(95,308)
(59,063)
$
(683,476)
$
58,926
2,064
(111,457)
(137)
$
(792,869)
$
65,228
4,661
(39,748)
7,101
(91,081)
946,032
226,339
(92,980)
1,079,391
178,040
$
$
$
(43,807)
(2,135)
(90,708)
Balance at December 31, 2020
200
$
192,878
162,350
$
557,917
$
1,508,117
$
1,120,781
$
65,091
$
(827,956)
$
2,229,857
208,393
(18,988)
6,735
7,965
(95,308)
—
(91,081)
2,247,573
226,339
58,926
6,362
7,413
(111,457)
(92,980)
2,342,176
178,040
65,228
192,878
7,375
7,529
(39,748)
(43,807)
(2,135)
(90,708)
2,616,828
See Notes to Consolidated Financial Statements
(1) Result of adoption of ASU 2018-02. See Note 1 to Consolidated Financial Statements for further details.
(2) The Corporation adopted ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments on January 1, 2020. See Note 1 to the Consolidated Financial Statements for further
details.
77
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
Depreciation and amortization of premises and equipment
Amortization of TCI
Net amortization of investment securities premiums
Deferred income tax benefit
Re-measurement of net DTA
Investment securities gains, net
Gain on sales of mortgage loans held for sale
Proceeds from sales of mortgage loans held for sale
Originations of mortgage loans held for sale
Intangible amortization
Amortization of issuance costs and discounts on long-term borrowings
Stock-based compensation
Other changes, net
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS securities
Proceeds from principal repayments and maturities of AFS securities
Proceeds from principal repayments and maturities of HTM securities
Purchase of AFS securities
Sale (purchase) of FRB and FHLB stock
Net increase in loans
Net purchases of premises and equipment
Net cash paid for acquisition
Net change in tax credit investments
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits
Net (decrease) increase in time deposits
Net (decrease) increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Net proceeds from issuance of preferred stock
Net proceeds from issuance of common stock
Dividends paid
Acquisition of treasury stock
Net cash provided by financing activities
Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest
Income taxes
Supplemental schedule of certain noncash activities:
Transfer of AFS securities to HTM securities
Transfer of HTM securities to AFS securities
See Notes to Consolidated Financial Statements
78
2020
2019
2018
$
178,040 $
226,339 $
208,393
76,920
28,803
30,800
12,222
(21,591)
—
(3,053)
(53,599)
1,536,174
(1,528,633)
529
1,128
7,529
(110,781)
(23,552)
154,488
215,150
430,845
93,823
(1,134,380)
5,293
(2,072,831)
(20,237)
(1,884)
(15,259)
(2,499,480)
32,825
28,200
32,810
9,387
(165)
—
(4,733)
(17,882)
916,725
(909,572)
1,427
842
7,413
(195,903)
(98,626)
127,713
710,739
234,702
83,121
(1,138,070)
(18,139)
(708,048)
(33,717)
(5,174)
(18,760)
(893,346)
3,951,905
(506,611)
(253,175)
495,898
(82,533)
192,878
7,375
(90,957)
(39,748)
3,675,033
1,330,041
517,791
1,847,832 $
849,437
168,317
128,464
485,000
(596,056)
—
6,362
(92,330)
(111,457)
837,737
72,104
445,687
517,791 $
112,140 $
16,190
178,612 $
9,193
— $
—
— $
158,898
$
$
$
46,907
28,156
38,606
9,297
(15,749)
(809)
(37)
(13,021)
795,756
(778,304)
—
813
7,965
(31,153)
88,427
296,820
54,638
290,681
35,900
(558,949)
(18,522)
(447,849)
(39,883)
—
(56,733)
(740,717)
435,872
142,755
137,253
50,000
(100,165)
—
6,735
(89,654)
(95,308)
487,488
43,591
402,096
445,687
126,846
13,547
641,672
—
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business: Fulton Financial Corporation (the Parent Company) is a financial holding company which provides a full range of banking and financial services to
businesses and consumers through its wholly owned banking subsidiary, Fulton Bank, N.A. 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, investment securities and other interest-earning assets and fee income earned 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 geographic market as a result of the growth in electronic delivery channels. The Corporation is subject to the regulations of
certain federal and state agencies and undergoes periodic examinations by such regulatory agencies.
The Corporation offers, through its banking subsidiary, 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.
In 2018, the Corporation had three banking subsidiaries. During 2019, the Corporation consolidated two wholly owned banking subsidiaries into its lead bank,
Fulton Bank.
Basis of Financial Statement Presentation: The consolidated financial statements have been prepared in conformity with 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 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 SEC.
Cash and Cash Equivalents and Restricted Cash: Cash and cash equivalents consists of cash and due from banks and interest bearing deposits with other banks,
which includes restricted cash. Restricted cash comprises cash balances required to be maintained with the FRB, based on customer transaction deposit account
levels, and cash balances provided as collateral on derivative contracts and other contracts. See Note 2, "Restrictions on Cash and Cash Equivalents" for additional
information.
FRB and FHLB Stock: The Bank is a member of the FRB and FHLB and is 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.
Investments: Debt securities are classified as HTM 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, most debt securities are classified as AFS.
AFS securities 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.
The Corporation early adopted ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivative and
Hedging, and Topic 825, Financial Instruments," in the third quarter of 2019, which permitted the one-time reclassification of certain HTM securities to AFS under
Topic 815, specific to the transition guidance of ASU update 2017-12, which the Corporation adopted on January 1, 2019. See “Note 3 - Investment Securities” for
additional information on this reclassification. The portion of this standards update related to codification improvements specific to Topic 326 was implemented
with the Corporation’s adoption of ASU 2016-13 in the first quarter of 2020. Additional codification improvements to Topic 825, specifically ASU 2016-01, which
the Corporation adopted as of January 1, 2018, did not have an impact on the Corporation's consolidated financial statements.
79
HTM Debt Securities: Expected credit losses on HTM debt securities would be recorded in the ACL on HTM debt securities. As of December 31, 2020, no HTM
debt securities required an ACL as these investments consist solely of government guaranteed residential mortgage-backed securities.
AFS Debt Securities: The ACL approach for AFS debt securities differs from the approach used for HTM debt securities as AFS debt securities are carried at fair
value rather than amortized cost. Under CECL, the concept of OTTI has been eliminated, and credit losses on AFS debt securities are recognized through an ACL
rather than through a direct write-down of the security. In evaluating credit losses on AFS debt securities, management considers factors such as delinquency,
guarantees and whether the securities are rated higher than investment grade. As of December 31, 2020, no AFS debt securities required an ACL.
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: Loans 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, loans are placed on non-accrual status once they become 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 deemed to be a loss are written off through a charge against the ACL. 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, if any. Principal recoveries of loans previously charged off are recorded as increases to the ACL.
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 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, as components of mortgage banking.
Loan origination fees and the related direct origination costs for loans originated under the PPP loan program are amortized on a straight-line basis over the
repayment period of the loan. To the extent that a PPP loan is forgiven, the unamortized fees and costs will be recognized as interest income at the time of
forgiveness.
Troubled Debt Restructurings: Loans are accounted for and reported as TDRs when, for economic or legal reasons, the Corporation grants a concession to a
borrower experiencing financial difficulty that it would not otherwise consider. 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.
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On March 27, 2020, the CARES Act was signed into law. The CARES Act includes an option for financial institutions to suspend the requirements of GAAP for
certain loan modifications that would otherwise be categorized as a TDR. Certain conditions must be met with respect to the loan modification including that the
modification is related to COVID-19, the modified loan was not more than 30 days past due on December 31, 2019 and the modification was executed between
March 1, 2020 and the earlier of (a) 60 days after the date of the COVID-19 national emergency comes to an end or (b) December 31, 2020. The Corporation is
applying the option under the CARES act for all loan modifications that qualify.
On April 7, 2020, Troubled Debt Restructurings: Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers
Affected by COVID-19 was issued by the federal banking regulatory agencies. Included in the Interagency Statement were provisions permitting banks that grant
loan modifications to customers impacted by COVID-19 to exclude those modifications from loans categorized as TDRs. The Corporation is adopting the guidance
in this Interagency Statement effective for COVID-19-related modifications occurring subsequent to March 13, 2020.
Allowance for Credit Losses:
CECL Adoption
On January 1, 2020, the Corporation adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial
Instruments, which replaced the incurred loss methodology, and is referred to as CECL. The measurement of expected credit losses under CECL is applicable to
financial assets measured at amortized cost, including loans and HTM debt securities. It also applies to OBS credit exposures, such as loan commitments, standby
letters of credit, financial guarantees, and other similar instruments, and net investments in leases recognized by a lessor in accordance with ASC Topic 842.
The Corporation adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, net investments in leases and OBS
credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under CECL, while prior period results are reported in accordance
with the previously applicable incurred loss methodology, ASC 310-10 and ASC 450-20. The Corporation recorded an increase of $58.3 million to the ACL on
January 1, 2020 as a result of the adoption of CECL. Retained earnings decreased $43.8 million and DTAs increased by $12.4 million. Included in the
$58.3 million increase to the ACL was $2.1 million for certain OBS credit exposures that was previously recognized in other liabilities before the adoption of
CECL.
The Corporation has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed on non-accrual status, any outstanding
accrued interest is reversed against interest income.
Loans: The ACL for loans is an estimate of the expected losses to be realized over the life of the loans in the portfolio. The ACL is determined for two distinct
categories of loans: 1) loans evaluated collectively for expected credit losses and 2) loans evaluated individually for expected credit losses.
Loans Evaluated Collectively: Loans evaluated collectively for expected credit losses include loans on accrual status, excluding accruing TDRs, and loans initially
evaluated individually, but determined not to have enhanced credit risk characteristics. This category includes loans on non-accrual status and TDRs where the
total commitment amount is less than $1 million. The ACL is estimated by applying a probability of default (PD) and loss given default (LGD) to the exposure at
default (EAD) at the loan level. In order to determine the PD, LGD, and EAD calculation inputs:
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Loans are aggregated into pools based on similar risk characteristics.
The PD and LGD rates are determined by historical credit loss experience for each pool of loans.
The loan segment PD rates are estimated using six econometric regression models that use the Corporation’s historical credit loss experience and
incorporate reasonable and supportable economic forecasts for various macroeconomic variables that are statistically correlated with expected
loss behavior in the loan segment.
The reasonable and supportable forecast for each macroeconomic variable is sourced from an external third party and is applied over the
contractual term of the Corporation’s loan portfolio. The Corporation’s economic forecast considers the general health of the economy, the
interest rate environment, real estate pricing and market risk.
A single baseline forecast scenario is used for each macroeconomic variable.
The loan segment lifetime LGD rates are estimated using a loss rate approach based on the Corporation’s historical charge-off experience and
the balance at the time of loan default.
The LGD rates are adjusted for the Corporation’s recovery experience.
To calculate the EAD, the corporation estimates contractual cash flows over the remaining life of each loan. Certain cash flow assumptions are
established for each loan using maturity date, amortization schedule and interest rate. In addition, a prepayment rate is used in determining the
EAD estimate.
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Loans Evaluated Individually: Loans evaluated individually for expected credit losses include loans on non-accrual status and TDRs where the commitment
amount equals or exceeds $1.0 million. The required ACL for such loans is determined using either the present value of expected future cash flows, observable
market price or the fair value of collateral.
Loans evaluated individually may have specific allocations of the ACL assigned if the measured value of the loan using one of the noted techniques is less than its
current carrying value. For loans measured using the fair value of collateral, if the analysis determines that sufficient collateral value would be available for
repayment of the debt, then no allocations would be assigned to those loans. Collateral could be in the form of real estate or business assets, such as accounts
receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.
For loans secured by real estate, estimated fair values are determined primarily through appraisals performed by 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 is
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 appraisals performed by third-party appraisers for impaired loans
secured predominantly by real estate every 12 months.
When updated appraisals are not obtained for loans 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 there has not been a significant deterioration in the collateral value since the original appraisal was
performed.
For 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.
Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification. 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 ACL methodology for these loans, which bases the PD on this migration. Assigning risk ratings involves judgment. Risk ratings may be changed
based on ongoing monitoring procedures, 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:
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Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.
Special Mention: These loans have a heightened credit risk, but not to the point of justifying a classification of Substandard. Loans in this category are
currently acceptable but, are nevertheless potentially weak.
Substandard or Lower: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined
weakness or weaknesses that jeopardize the normal repayment of the debt.
The allocation of the ACL 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.
Qualitative and Other Adjustments to ACL: In addition to the quantitative credit loss estimates for loans evaluated collectively, qualitative factors that may not be
fully captured in the quantitative results are also evaluated. These qualitative factors include changes in lending policy, the nature and volume of the portfolio,
overall business conditions in the economy, credit concentrations, specific industry risks, competition, model imprecision and legal and regulatory requirements.
Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Corporation operates. Qualitative
adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the
quantitative results. These categories include but are not limited to loans-in-process, trade acceptances and overdrafts.
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OBS Credit Exposures: The ACL for OBS credit exposures is recorded in other liabilities on the consolidated balance sheets. This portion of the ACL represents
management’s estimate of expected losses in its unfunded loan commitments and other OBS credit exposures. The ACL specific to unfunded commitments is
determined by estimating future draws and applying the expected loss rates on those draws. Future draws are based on historical averages of utilization rates (i.e.,
the likelihood of draws taken). The ACL for OBS credit exposures is increased or decreased by charges or reductions to expense, through the provision for credit
losses.
ACL Methodology Before CECL Adoption
For the years ended December 31, 2019 and prior, the ACL consists of the ACL for loans and unfunded commitments. The ACL 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 ACL for unfunded commitments represents
management’s estimate of incurred losses in its unfunded loan commitments and other off-balance sheet credit exposures, such as letters of credit, and is recorded
in other liabilities on the consolidated balance sheets. The ACL is increased by charges to expense, through the provision for credit losses, and decreased by
charge-offs, net of recoveries.
The Corporation’s ACL for loans includes: 1) specific allowances allocated to loans evaluated for impairment under the ASC Section 310-10-35; and 2)
allowances calculated for pools of loans evaluated for impairment under 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. An allowance
for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value.
All loans not evaluated for impairment under ASC Section 310-10-35 are evaluated for impairment under ASC Subtopic 450-20, using a pooled loss evaluation
approach. Loans are segmented into pools with similar characteristics and a consistently developed loss factor is then applied to all loans in these pools. The
Corporation calculates allowance for loan loss allocation needs for loans evaluated under 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
equipment lease financing are further segmented into separate pools based on delinquency status;
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A loss rate is calculated for each pool through an 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; and
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 ACL for loans 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.
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. See Note 5, "Premises and Equipment" for additional information.
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 other non-interest expense on the consolidated statements of income.
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 mortgage servicing income, included as a component of mortgage banking income on the consolidated statements of
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
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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 MSRs exceeds their estimated fair value, a valuation allowance
is established through a charge against servicing income. If subsequent valuations indicate that impairment no longer exists, the valuation allowance is reduced
through an increase to servicing income. See Note 7, "Mortgage Servicing Rights" for additional information.
Derivative Financial Instruments: The Corporation manages its exposure to certain interest rate and foreign exchange risks through the use of derivatives. None
of the Corporation's outstanding derivative contracts are designated as hedges and none are entered into for speculative purposes. Derivative instruments are
carried at fair value, with changes in fair value recognized in earnings as components of non-interest income or non-interest expense on the consolidated statements
of income.
Derivative contracts create counterparty credit risk with both the Corporation's customers and with institutional 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.
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. The Bank is required to clear all eligible interest rate swap
contracts with a central counterparty as it is subject to the regulations of the Commodity Futures Trading Commission.
Foreign Exchange Contracts
The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell
foreign currency on a specific date at a contractual price. The Corporation limits its foreign exchange exposure with customers by entering into contracts with
institutional counterparties to mitigate its foreign exchange risk. The Corporation also holds certain amounts of foreign currency with international correspondent
banks ("Foreign Currency Nostro Accounts"). The Corporation limits the total overnight net foreign currency open positions, which is defined as an aggregate of
all outstanding contracts and Foreign Currency Nostro Account balances, to $500,000. See "Note 10 - Derivative Financial Instruments" for additional information.
Balance Sheet Offsetting: Although certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets because they are subject to
master netting arrangements or similar agreements, the Corporation elects to not offset such qualifying assets and liabilities.
The Corporation is a party to interest rate swaps 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 swaps in the event of default. A daily
settlement occurs through a clearing agent for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through
a daily clearing agent. As a result, the total fair values of interest rate swap derivative assets and derivative liabilities recognized on the consolidated balance sheets
are not equal and offsetting.
The Corporation is also a party to foreign 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,
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any one contract. As with interest rate swaps, 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 exchange contracts in the event of default.
The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred
to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through
agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified
in short-term borrowings on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with AFS 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. For additional details on balance sheet offsetting, see "Note 10 - Derivative Financial Instruments."
Income Taxes: The Corporation utilizes the asset and liability method in accounting for income taxes. Under this method, DTAs and deferred tax liabilities are
determined based upon the difference between the values of the assets and liabilities as reflected in the financial statements and their related tax basis using enacted
tax rates in effect for the year in which the differences are expected to be recovered or settled. As changes in tax law or rates are enacted, DTAs and deferred tax
liabilities are adjusted through the provision for income taxes. In assessing the realizability of DTAs, management considers whether it is more likely than not that
some portion or all of the DTAs will not be realized. The ultimate realization of DTAs is dependent upon the generation of future taxable income and tax planning
strategies which will create taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, the amount of taxes paid in available carryback years, projected future taxable income, and, if necessary, tax planning strategies
in making this assessment. A valuation allowance is provided against DTAs unless it is more likely than not that such DTAs will be realized.
ASC Topic 740, "Income Taxes" 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.
Effective January 1, 2018, the Corporation adopted ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain
Tax Effects from Accumulated Other Comprehensive Income." This standards update permits a reclassification from AOCI to retained earnings of the stranded tax
effects resulting from the application of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), which changed the federal corporate income tax rate from a top rate of
35% to a flat rate of 21%. Upon adoption, the Corporation elected to reclassify $7.1 million of stranded tax effects from AOCI to retained earnings at the beginning
of the period of adoption. The Corporation's policy for releasing income tax effects from AOCI is to release them as investments are sold or mature and as pension
and post-retirement liabilities are extinguished. See Note 12, "Income Taxes" for additional information.
Stock-Based Compensation: The Corporation grants equity awards to employees, consisting of stock options, restricted stock, RSUs and PSUs under its
Employee Equity Plan. In addition, employees may purchase stock under the Corporation’s ESPP.
The Corporation also grants equity awards to non-employee members of its board of directors and subsidiary bank board of directors under the 2011 Directors’
Equity Participation Plan, which was amended and approved by shareholders as the Directors’ Plan in 2019. Under the Directors’ Plan, the Corporation can grant
equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock, RSUs or common stock. Recent
grants of equity awards under the Directors’ Plan have been limited to RSUs.
Equity awards 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 are generally granted annually and become fully vested after a one-year vesting period. Certain events, as defined in the Employee
Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards. 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 or directors 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.
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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. See Note 15, "Stock-Based Compensation Plans" for
additional information. The Corporation has not issued stock options since 2014 and accordingly, there is no compensation expense for this instrument.
Disclosures about Segments of an Enterprise and Related Information: The Corporation does not have any operating segments which require disclosure of
additional information.
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.
Goodwill 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.
In 2019, the Corporation adopted ASU 2017-04 "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" which did not have
a material impact on the Corporation's consolidated financial statements.
Goodwill is not amortized to expense, but is tested for impairment at least annually. 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 would be tested when such events occur.
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.
See "Note 6 - Goodwill and Intangible Assets," for additional details.
Variable Interest Entities ("VIEs"): 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.
Subsidiary Trusts
The Parent Company owns all of the common stock of three subsidiary trusts, which have issued securities (TruPS) 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 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 borrowings. See "Note 9 - Short-Term and Long-Term Borrowings," for additional information.
Tax Credit Investments
The Corporation makes investments in certain community development projects, the majority of which, generate tax credits under various federal programs,
including qualified affordable housing projects, new market tax credits ("NMTC") projects and historic rehabilitation projects (collectively, TCIs). 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 TCIs and does not exert control over the operating or financial policies of the partnership or limited liability
company. Tax credits earned are subject to recapture by federal taxing authorities based upon compliance requirements to be met at the project level.
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Because the Corporation owns 100% of the equity interests in its NMTC, these investments were consolidated based on ASC Topic 810 as of December 31, 2020
and 2019. Investments in affordable housing projects were not consolidated based on management's assessment of the provisions of ASC Topic 810.
TCIs are tested for impairment when events or changes in 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 current carrying value exceeds its aggregated remaining value of the tax benefits of the
investment. There were no impairment losses recognized for the Corporation’s TCIs in 2020, 2019 or 2018. For additional details, see "Note 12 - Income Taxes."
Fair Value Measurements: Assets and liabilities are categorized in 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):
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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 included are 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 19 - Fair Value Measurements," for additional details.
Revenue Recognition: The Corporation adopted ASC Update 2014-09, "Revenue from Contracts with Customers" using the modified retrospective method
applied to all open contracts as of January 1, 2018 with no material impact on its consolidated financial statements. This update established a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including
industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The sources of revenue for the Corporation are interest income from loans, leases and investments and non-interest income. Non-interest income is earned from
various banking and financial services that the Corporation offers through its subsidiaries. Revenue is recognized as earned based on contractual terms, as
transactions occur, or as services are provided. Following is further detail of the various types of revenue the Corporation earns and when it is recognized:
Interest income: Interest income is recognized on an accrual basis according to loan and lease agreements, investment securities contracts or other such written
contracts.
Wealth management services: Consists of income from trust commissions, brokerage, money market and insurance commissions. Trust commissions consists
of advisory fees that are based on market values of clients' managed portfolios and transaction fees for fiduciary services performed, both of which are
recognized as earned. Brokerage includes advisory fees which are recognized as earned on a monthly basis and transaction fees that are recognized when
transactions occur. Money market is based on the balances held in trust accounts and is recognized monthly. Insurance commissions are earned and recognized
when policies are originated. Currently, no investment management and trust service income is based on performance or investment results.
Commercial and consumer banking income: Consists of cash management, overdraft, non-sufficient fund fees and other service charges on deposit accounts as
well as branch fees, automated teller machine fees, debit and credit card income and merchant services fees. Also included are letter of credit fees, foreign
exchange income and interest rate swap fees. Revenue is primarily transactional and recognized when earned, at the time the transactions occur.
Mortgage banking income: Consists of gains or losses on the sale of residential mortgage loans and mortgage loan servicing income.
Other Income: Includes gains on sales of SBA loans, cash surrender value of life insurance, and other miscellaneous income.
Leases: Effective January 1, 2019, the Corporation adopted ASU 2016-02, "Leases (Topic 842)." This standards update requires a lessee to recognize for all leases
with an initial term greater than twelve months: (1) a ROU asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for
the lease term; and (2) a lease liability, which
87
is a lessee’s obligation to make lease payments arising from a lease, each measured on a discounted basis. The Corporation adopted this standards update in the
first quarter of 2019 using the modified retrospective method, which eliminates the requirement to restate the earliest prior period presented in an entity’s financial
statements. As such, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods
before January 1, 2019, which continue to be reported in accordance with previous guidance (ASC Topic 840). This standards update provides for a number of
practical expedients in transition. The Corporation elected to apply the package of practical expedients permitted within the new standard, which, among other
things, allowed it to carryforward the prior conclusions on lease identification, lease classification and initial direct costs. In addition, the Corporation elected to not
separate lease and non-lease components. The Corporation did not elect the practical expedient to apply hindsight in determining the lease term and in assessing
impairment of the ROU assets.
As a lessee, the majority of the operating lease portfolio consists of real estate leases for the Corporation's financial centers, land and office space. The operating
leases have remaining lease terms of 1 year to 20 years, some of which include options to extend the leases for 5 years or more. ROU assets and lease liabilities are
not recognized for leases with an initial term of 12 months or less. The Corporation does not have any finance leases as the lessee.
Certain real estate leases have lease payments that adjust based on annual changes in the Consumer Price Index ("CPI"). The leases that are dependent upon CPI
are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability.
Operating lease expense represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease
expense represents expenses such as the payment of real estate taxes, insurance and common area maintenance based on the Corporation's pro-rata share.
Sublease income consists mostly of operating leases for space within the Corporation's offices and financial centers and is recorded as a reduction to net occupancy
expense on the consolidated statements of income. See "Note 17 - Leases" for additional information.
Defined Benefit Pension Plan: Net periodic pension costs are funded based on the requirements of federal laws and regulations. The determination of net periodic
pension costs is based on assumptions about future events that will affect the amount and timing of required benefit payments under the plan. These assumptions
include demographic assumptions such as retirement age and mortality, a discount rate used to determine the current benefit obligation, form of payment election
and a long-term expected rate of return on plan assets. Net periodic pension expense includes interest cost, based on the assumed discount rate, an expected return
on plan assets, amortization of prior service cost or credit and amortization of net actuarial gains or losses. For the Corporation, there is no service cost as the plan
was curtailed in 2008, with no additional benefits accruing. Net periodic pension cost is recognized in salaries and employee benefits on the consolidated
statements of income. For additional details, see "Note 16 - Employee Benefit Plans."
Other Recently Adopted Accounting Standards
On January 1, 2020, the Corporation adopted ASC Update 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure
Requirements for Fair Value Measurement. This update changes the fair value measurement disclosure requirements of ASC Topic 820 "Fair Value
Measurement." Among other things, the update modifies the disclosure objective paragraphs of ASC 820 to eliminate: (1) "at a minimum" from the phrase "an
entity shall disclose at a minimum;" and (2) other similar disclosure requirements to promote the appropriate exercise of discretion by entities. The Corporation
adopted this standards update effective with its March 31, 2020 quarterly report on Form 10-Q and it did not
have a material impact on its consolidated financial statements.
On January 1, 2020, the Corporation adopted ASC Update 2018-15 - Intangibles - Goodwill and Other - Internal-Use Software
(Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This update requires a
customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC Subtopic 350-40 to determine which
implementation costs to capitalize as assets. The Corporation adopted this standards update effective with its March 31, 2020 quarterly report on Form 10-Q and it
did not have a material impact on its consolidated financial statements
In March 2020, the Corporation adopted ASC Update 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting. This standards update provided optional guidance for a limited time to ease the potential burden in accounting for reference rate reform,
specific to those using LIBOR or another reference rate expected to
88
be discontinued due to this reform. The Corporation adopted this standards update effective with its March 31, 2020 quarterly report on Form 10-Q and it did not
have a material impact on its consolidated financial statements.
Recently Issued Accounting Standards:
Standard
ASC Update 2018-14
Compensation -
Retirement Benefits -
Defined Benefit Plans -
General (Subtopic 715-
20): Disclosure
Framework - Changes to
the Disclosure
Requirements for Defined
Benefit Plans
ASC Update 2019-12
Income Taxes (Topic 740)
- Simplifying the
Accounting for Income
Taxes
Description
This update amends ASC Topic 715-20 to add, remove, and clarify
disclosure requirements related to defined benefit pension and other
postretirement plans. This update is effective for annual reporting
periods beginning after December 15, 2020. Early adoption is
permitted.
This update simplifies the accounting for income taxes by removing
certain exceptions to the general principles in Topic 740. It also
improves consistent application of, and simplifies GAAP for, other
areas of Topic 740 by clarifying and amending existing guidance.
This update is effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2020. Early
adoption of the amendments is permitted.
Date of Anticipated
Adoption
Effect on Financial Statements
First Quarter 2021 The Corporation intends to adopt this standards update
effective with its March 31, 2021 quarterly report on
Form 10-Q. This standard will impact the Corporation's
disclosure relating to employee benefit plans, but the
Corporation does not expect the adoption of this update
to have a material impact on its consolidated financial
statements.
First Quarter 2021 The Corporation intends to adopt this standards update
effective with its March 31, 2021 quarterly report on
Form 10-Q and does not expect the adoption of this
update to have a material impact on its consolidated
financial statements.
Reclassifications: Certain amounts in the 2019 and 2018 consolidated financial statements and notes have been reclassified to conform to the 2020 presentation.
NOTE 2 – RESTRICTIONS ON CASH AND CASH EQUIVALENTS
The Corporation is required to maintain reserves against its deposit liabilities. Prior to March 2020, reserves were in the form of cash and balances with the FRB,
included in "interest-bearing deposits with other banks." The FRB suspended cash reserve requirements effective March 26, 2020. On the consolidated balance
sheets, the amounts of such reserves as of December 31, 2019 were $218.9 million.
In addition, collateral is posted by the Corporation with counterparties to secure derivative and other contracts, which is included in "interest-bearing deposits with
other banks". On the consolidated balance sheets, the amounts of such collateral as of December 31, 2020 and 2019 were $408.1 million and $199.6 million,
respectively.
89
NOTE 3 – INVESTMENT SECURITIES
The following tables present the amortized cost and estimated fair values of investment securities, as of December 31:
2020
Available for Sale
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total
Held to Maturity
Residential mortgage-backed securities
Total
2019
Available for Sale
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total
Held to Maturity
Residential mortgage-backed securities
Total
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
(in thousands)
891,327 $
348,391
491,321
373,779
741,172
101,510
2,947,500 $
61,286 $
19,445
12,560
4,246
22,384
—
119,921 $
— $
(691)
(115)
(27)
(1,141)
(3,304)
(5,278) $
952,613
367,145
503,766
377,998
762,415
98,206
3,062,143
278,281 $
278,281 $
18,576 $
18,576 $
— $
— $
296,857
296,857
638,125 $
370,401
682,307
177,183
489,603
107,410
2,465,029 $
15,826 $
8,490
11,726
1,078
6,471
—
43,591 $
(1,024) $
(1,534)
(315)
(949)
(1,777)
(5,484)
(11,083) $
652,927
377,357
693,718
177,312
494,297
101,926
2,497,537
369,841 $
369,841 $
13,864 $
13,864 $
— $
— $
383,705
383,705
$
$
$
$
$
$
$
$
On July 1, 2019, the Corporation transferred state and municipal securities from the HTM classification to the AFS classification as permitted through the early
adoption of ASU 2019-04, as disclosed in "Note 1 - Summary of Significant Accounting Policies." The amortized cost of the securities transferred was $158.9
million and the estimated fair value was $168.5 million. The Corporation has the positive intent and ability to hold the remainder of the HTM portfolio, consisting
of residential mortgage-backed securities, to maturity.
On August 1, 2018, the Corporation transferred debt securities with an amortized cost of $665.5 million and an estimated fair value of $641.7 million from the AFS
classification to the HTM classification. These securities consisted of residential mortgage-backed securities ($505.5 million amortized cost and $485.3 million
estimated fair value) and state and municipal securities ($160.0 million amortized cost and $156.4 million estimated fair value) and were transferred as the
Corporation had the positive intent and ability to hold these securities to maturity. The transfer of debt securities into the HTM category from the AFS category
was recorded at fair value on the date of transfer. The net unrealized gains or losses at the transfer date are included in AOCI and are being amortized over the
remaining lives of the securities. This amortization is expected to offset the amortization of the related premium or discount created by the investment securities
transfer into the HTM classification, with no expected impact on future net income.
90
Securities carried at $520.5 million at December 31, 2020 and $462.6 million at December 31, 2019, were pledged as collateral to secure public and trust deposits
and customer repurchase agreements.
The amortized cost and estimated fair values of debt securities as of December 31, 2020, 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.
Due in one year or less
Due from one year to five years
Due from five years to ten years
Due after ten years
Residential mortgage-backed securities
Commercial mortgage-backed securities
Collateralized mortgage obligations
(1)
(1)
(1)
Total
Available for Sale
Held to Maturity
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
(in thousands)
$
$
11,250 $
39,069
327,456
963,453
1,341,228
373,779
741,172
491,321
2,947,500 $
11,350 $
40,717
345,612
1,020,285
1,417,964
377,998
762,415
503,766
3,062,143 $
— $
—
—
—
—
278,281
—
—
278,281 $
—
—
—
—
—
296,857
—
—
296,857
(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 securities:
2020
2019
2018
Gross Realized
Gains
Gross Realized
Losses
(in thousands)
$
6,545 $
11,554
1,665
(3,492) $
(6,821)
(1,628)
Net Gains
3,053
4,733
37
During 2020, the Corporation completed a limited balance sheet restructuring that included the sale of investment securities, with an amortized cost $79.0 million
and an estimated fair value of $82.0 million, resulting in net investment securities gains of $3.0 million. Offsetting these gains were $2.9 million of prepayment
penalties recorded in non-interest expense for the redemption of FHLB advances.
During 2019, the Corporation completed a limited balance sheet restructuring that included the sale of investment securities, with an amortized cost of
$409.2 million and an estimated fair value of $413.7 million, resulting in net investment securities gains of $4.5 million. Offsetting these gains were $4.3 million of
prepayment penalties recorded in non-interest expense for the redemption of FHLB advances.
The Corporation had cumulative credit-related OTTI charges, recognized as components of earnings, for debt securities held by the Corporation of $990,000 for
both December 31, 2020 and 2019 and $11.5 million as of December 31, 2018.
91
The following tables present 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:
2020
Available for Sale
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total available for sale
2019
Available for Sale
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total available for sale
Number of
Securities
Less Than 12 months
Estimated
Fair Value
Unrealized
Losses
Number of
Securities
12 Months or Longer
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
Total
(dollars in thousands)
9
3
1
9
—
22
$
$
44,528
57,601
20,124
144,383
—
266,636
$
$
(377)
(115)
(27)
(1,141)
—
(1,660)
44 $
5
5
5
7
—
66 $
136,344
30,719
33,865
12,247
121,340
—
334,515
$
$
(1,024)
(346)
(190)
(40)
(1,777)
—
(3,377)
1
—
—
—
162
163
—
8
1
26
—
177
212
$
$
$
$
6,871
—
—
—
98,206
105,077
—
18,759
5,330
127,373
—
101,926
253,388
$
$
$
$
(314)
—
—
—
(3,304)
(3,618)
—
(1,188)
(125)
(909)
—
(5,484)
(7,706)
$
$
$
$
51,399
57,601
20,124
144,383
98,206
371,713
136,344
49,478
39,195
139,620
121,340
101,926
587,903
$
$
$
$
(691)
(115)
(27)
(1,141)
(3,304)
(5,278)
(1,024)
(1,534)
(315)
(949)
(1,777)
(5,484)
(11,083)
No held to maturity securities were in an unrealized loss position as of December 31, 2020 and 2019.
The Corporation’s collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the
securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not
credit quality. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a
recovery of their fair value to amortized cost. Therefore, the Corporation does not have an ACL for these investments as of December 31, 2020.
As of December 31, 2020, all auction rate certificates ("ARCs") and corporate debt securities were rated above investment grade. All of the loans underlying the
ARCs have principal payments which are guaranteed by the federal government. Based on the payment status, rating and management’s evaluation of these
securities, no ACL was required for ARCs or corporate debt securities as of December 31, 2020.
92
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY
Loans and leases, net of unearned income
Loans and leases, net of unearned income are summarized as follows as of December 31:
(1)
Real estate - commercial mortgage
Commercial and industrial
Real-estate - residential mortgage
Real-estate - home equity
Real-estate - construction
Consumer
Equipment lease financing and other
Overdrafts
Gross loans
Unearned income
Net Loans
2020
2019
(in thousands)
7,105,092 $
5,670,828
3,141,915
1,202,913
1,047,218
466,772
284,377
4,806
18,923,921
(23,101)
18,900,820 $
6,700,776
4,446,701
2,641,465
1,314,944
971,079
463,164
322,625
3,582
16,864,336
(26,810)
16,837,526
$
$
(1) Includes PPP loans totaling $1.6 billion as of December 31, 2020.
The Corporation has extended credit to 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 $162.5 million and $90.1 million as of
December 31, 2020 and 2019, respectively. During 2020, additions totaled $103.5 million and repayments totaled $31.1 million for related-party loans.
Allowance for Credit Losses, effective January 1, 2020
As discussed in Note 1, "Summary of Significant Accounting Policies," the Corporation adopted CECL effective January 1, 2020. CECL requires estimated credit
losses on loans to be determined based on an expected life of loan model, as compared to an incurred loss model (in effect for periods prior to 2020). Accordingly,
ACL disclosures subsequent to January 1, 2020 are not always comparable to prior periods. In addition, certain new disclosures required under CECL are not
applicable to prior periods. As a result, the following tables present disclosures separately for each period, where appropriate. New disclosures required under
CECL are only shown for the current period and are noted. See Note 1, "Summary of Significant Accounting Policies," for a summary of the impact of adopting
CECL on January 1, 2020.
Under CECL, loans evaluated individually for impairment consist of non-accrual loans and TDRs. Under the incurred loss model in effect prior to the adoption of
CECL, loans evaluated individually for impairment were referred to as impaired loans.
The ACL related to loans consists of loans evaluated collectively and individually for expected credit losses. The ACL related to loans represents an estimate of
expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to Net Loans. The ACL for OBS credit
exposures includes estimated losses on unfunded loan commitments, letters of credit and other OBS credit exposures. The total ACL is increased by charges to
expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries.
The following table presents the components of the ACL under CECL:
ACL - loans
ACL - OBS credit exposure
Total ACL
93
2020
(in thousands)
$
$
277,567
14,373
291,940
The following table presents the activity in the ACL in 2020:
Balance at beginning of period
Impact of adopting CECL on January 1, 2020
Loans charged off
Recoveries of loans previously charged off
Net loans recovered (charged off)
(1)
Provision for credit losses
Balance at the end of the period
(2)
(3)
(1)
(2)
(3)
Includes $12.6 million of reserves for OBS credit exposures as of January 1, 2020.
Includes $(840,000) related to OBS credit exposures for the year ended December 31, 2020.
Includes $14.4 million of reserves for OBS credit exposures as of December 31, 2020.
The following table presents the activity in the ACL - loans by portfolio segment, for the year ended December 31, 2020:
2020
(in thousands)
166,209
58,348
(30,557)
21,020
(9,537)
76,920
291,940
$
$
Real Estate -
Commercial
Mortgage
Commercial and
Industrial
Real Estate -
Home
Equity
Real Estate -
Residential
Mortgage
Real Estate -
Construction
Consumer
Equipment
lease financing,
other
and overdrafts
Total
(in thousands)
$
45,610
$
68,602
$
17,744
$
19,771
$
4,443
$
3,762
$
3,690
$
163,622
29,361
(4,225)
1,027
(3,198)
31,652
103,425
$
(18,576)
(18,915)
11,396
(7,519)
32,264
74,771
$
(65)
(1,193)
504
(689)
(2,758)
14,232
$
21,235
(620)
491
(129)
11,118
51,995
$
4,015
(17)
5,122
5,105
2,045
15,608
$
5,969
(3,400)
1,875
(1,525)
2,699
10,905
$
3,784
(2,187)
605
(1,582)
741
6,633
$
45,723
(30,557)
21,020
(9,537)
77,760
277,567
Year ended December 31, 2020
Balance at December 31, 2019
Impact of adopting CECL on January 1,
2020
Loans charged off
Recoveries of loans previously charged
off
Net loans recovered (charged off)
Provision for loan losses
(1)
Balance at December 31, 2020
$
(1)
Provision included in the table only includes the portion related to Net Loans.
The higher provision during 2020 was largely driven by the overall downturn in economic forecasts due to COVID-19, resulting in higher expected future credit
losses under CECL. The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative
models. Qualitative adjustments include and consider changes in national, regional and local economic and business conditions, an assessment of the lending
environment, including underwriting standards and other factors affecting credit quality. Qualitative adjustments have increased compared to those at the time of
the adoption of CECL on January 1, 2020 primarily as a result of uncertainties related to the economic impact of COVID-19, including consideration for the future
performance of loans that received deferrals or forbearances as a result of COVID-19 and the impact COVID-19 had on certain industries where the quantitative
models was not fully capturing the appropriate level of risk. PPP loans that were issued during 2020 are fully guaranteed by the SBA and as such, no ACL were
recorded against the PPP loan portfolio.
Allowance for Credit Losses, prior to January 1, 2020
Prior to January 1, 2020, the ACL consisted of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses
represented management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to Net Loans. The reserve for
unfunded lending commitments represented management’s estimate of incurred losses in unfunded loan commitments and letters of credit, and was recorded in
other liabilities on the consolidated balance sheets. The ACL was increased by charges to expense, through the provision for credit losses, and decreased by
charge-offs, net of recoveries.
94
The following table presents the components of the ACL as of December 31:
Allowance for loan losses
Reserve for unfunded lending commitments
Total ACL
The following table presents the activity in the ACL for the years ended December 31:
Balance at beginning of period
Loans charged off
Recoveries of loans previously charged off
Net loans recovered (charged off)
Provisions for credit losses
Balance at the end of the period
(1)
(2)
2019
2018
(in thousands)
163,622 $
2,587
166,209 $
160,537
8,873
169,410
2019
2018
(in thousands)
169,410 $
(53,189)
17,163
(36,026)
32,825
166,209 $
176,084
(66,076)
12,495
(53,581)
46,907
169,410
$
$
$
$
(1)
(2)
Includes $(6.3) million and $2.7 million related to OBS credit exposures for the years ended 2019 and 2018, respectively.
Includes $2.6 million and $8.9 million of reserves for OBS credit exposures as of December 31, 2019 and 2018.
The following tables present the activity in the allowance for loan losses by portfolio segment for the year ended December 31, 2019 and 2018, by portfolio
segment:
Balance at December 31, 2018
Loans charged off
Recoveries of loans previously charged off
Net loans recovered (charged off)
Provision for loan losses
(1)
Balance at December 31, 2019
Real Estate -
Commercial
Mortgage
Commercial and
Industrial
Real Estate -
Home
Equity
Real Estate -
Residential
Mortgage
Real Estate -
Construction
Consumer
Equipment
Finance Leasing
and Other
Total
52,889
(1,837)
2,202
365
(7,644)
58,868
(42,410)
8,721
(33,689)
43,423
18,911
(1,291)
688
(603)
(564)
(in thousands)
18,921
(1,545)
989
(556)
1,406
5,061
(143)
2,591
2,448
(3,066)
3,217
(3,403)
1,306
(2,097)
2,642
$
45,610
$
68,602
$
17,744
$
19,771
$
4,443
$
3,762
$
2,670
(2,560)
666
(1,894)
2,914
3,690 0 $
160,537
(53,189)
17,163
(36,026)
39,111
163,622
(1)
Provision included in the table only includes the portion related to Net Loans
Non-accrual Loans
All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of December 31, 2020 and December 31, 2019, substantially all of
the Corporation’s individually evaluated loans with total commitments greater than or equal to $1.0 million were measured based on the estimated fair value of
each loan’s collateral, if any. Collateral could be in the form of real estate, in the case of commercial mortgages and construction loans, or business assets, such as
accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.
As of December 31, 2020 and 2019, approximately 83% and 93%, respectively, of loans evaluated individually for impairment with principal balances greater than
or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using appraisals performed by state certified third-party
appraisers that had been updated in the preceding 12 months.
95
The following table presents total non-accrual loans, by class segment:
Real estate - commercial mortgage
Commercial and industrial
Real estate - residential mortgage
Real estate - home equity
Real estate - construction
Consumer
Equipment lease financing and other
Total
With a Related
Allowance
2020
Without a Related
Allowance
Total
(in thousands)
2019
Total
$
$
19,909 $
13,937
24,590
9,398
437
332
—
68,603 $
31,561 $
18,056
1,517
190
958
—
16,313
68,595 $
51,470 $
31,993
26,107
9,588
1,395
332
16,313
137,198 $
33,166
48,106
16,676
7,004
3,618
—
16,528
125,098
As of December 31, 2020, there were $68.6 million of non-accrual loans that did not have a related allowance for credit losses. The estimated fair values of the
collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific
valuation allowance was considered to be necessary. In 2020, the total interest income that would have been recorded if non-accrual loans had been current in
accordance with their original terms was $5.8 million. The amount of interest income on non-accrual loans that was recognized in 2020 was approximately
$290,000.
Asset Quality
Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For commercial
construction, residential construction, commercial and industrial, and commercial real estate, 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 categories is a
significant component of the ACL methodology for these loans, under both the CECL and incurred loss models, 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 loans.
96
The following table summarizes designated internal risk categories by portfolio segment and loan class, by origination year, in the current period:
December 31, 2020
Term Loans Amortized Cost Basis by Origination Year
(dollars in thousands)
2017
2018
2016
2019
2020
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans converted
to Term Loans
Amortized
Cost Basis
Prior
$
185,883 $
229,097 $
217,604 $
—
—
185,883
—
447
229,544
—
—
217,604
81,086 $
—
2,000
83,086
37,976 $
7,047
753
45,776
110,470 $
6,212
1,637
118,319
38,026 $
—
632
38,658
— $
—
—
—
—
—
—
2,283,533
6,633
3,221
2,293,387
—
—
—
973,664
13,639
1,238
—
—
—
508,541
23,834
5,947
538,322
(114)
43
(71)
917,510
40,874
6,681
—
—
—
298,567
29,167
8,434
336,168
(30)
486
456
708,946
84,047
6,247
—
—
—
214,089
10,945
11,251
236,285
(488)
216
(272)
794,955
80,705
39,027
—
68
68
208,549
11,506
11,192
231,247
(393)
162
(231)
(17)
5,054
5,037
596,646
25,960
23,852
646,458
(520)
4,531
4,011
783,094
89,112
22,605
2,213,343
167,424
103,007
—
—
—
1,278,689
45,994
64,278
1,388,961
(17,370)
5,958
(11,412)
53,041
2,364
2,225
—
—
—
—
—
—
—
—
—
—
404
—
940
Total
900,142
13,259
5,469
918,870
(17)
5,122
5,105
5,388,614
154,039
128,175
5,670,828
(18,915)
11,396
(7,519)
6,444,957
478,165
181,970
988,541
965,065
799,240
914,687
894,811
2,483,774
57,630
1,344
7,105,092
(60)
—
(60)
(21)
6
(15)
(36)
—
(36)
(2,515)
—
(2,515)
(29)
1
(28)
(1,547)
1,020
(527)
(17)
—
(17)
—
—
—
(4,225)
1,027
(3,198)
$ 3,443,080 $
20,272
4,459
$ 3,467,811 $
1,655,148 $
64,708
13,075
1,732,931 $
1,225,117 $
113,214
14,681
1,353,012 $
1,090,130 $
91,650
52,278
1,234,058 $
1,029,619 $
107,665
34,550
1,171,834 $
2,920,459 $
199,596
128,496
3,248,551 $
1,369,756 $
48,358
67,135
1,485,249 $
404 $
—
940
1,344 $
12,733,713
645,463
315,614
13,694,790
Real estate - construction
(1)
Pass
Special Mention
Substandard or Lower
Total real estate - construction
Real estate - construction
(1)
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Commercial and industrial
(2)
Pass
Special Mention
Substandard or Lower
Total commercial and industrial
Commercial and industrial
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Real estate - commercial mortgage
Pass
Special Mention
Substandard or Lower
Total real estate - commercial
mortgage
Real estate - commercial mortgage
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Total
Pass
Special Mention
Substandard or Lower
Total
(1)
(2)
Excludes real estate - construction - other.
Loans originated in 2020 include $1.6 million of PPP loans that were assigned a rating of Pass based on the existence of a federal government guaranty through the SBA.
97
The information presented in the preceding table is not required to be disclosed for periods prior to the adoption of CECL. The following table presents the most
comparable required information for the prior period, internal credit risk ratings for the indicated loan class segments:
December 31, 2019
Pass
Special Mention
Substandard or
Lower
Real estate - commercial mortgage
Commercial and industrial - secured
Commercial and industrial - unsecured
Total commercial and industrial
Construction - commercial residential
Construction - commercial
Total construction (excluding construction - other)
$
$
6,429,407
3,830,847
234,987
4,065,834
100,808
765,562
866,370
11,361,611
$
$
$
(dollars in thousands)
137,163
171,442
9,665
181,107
2,897
1,322
4,219
322,489
$
134,206
195,884
3,876
199,760
3,461
2,676
6,137
340,103
Total
6,700,776
4,198,173
248,528
4,446,701
107,166
769,560
876,726
12,024,203
$
$
% of Total
94.5 %
2.7 %
2.8 %
100.0 %
The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to
individuals secured by residential real estate, consumer and equipment lease financing. 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 ACL methodology for those loans, under both the
CECL and incurred loss models, which base the PD on this migration.
98
The Corporation considers the performance of the loan portfolio and its impact on the ACL. For certain loans classes, the Corporation evaluates credit quality
based on the aging status of the loan. The following table presents the amortized cost of these loans based on payment activity, by origination year, for the current
period:
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
Revolving Loans
converted to Term
Loans
December 31, 2020
2020
2019
(dollars in thousands)
2017
2018
2016
Prior
Amortized
Cost Basis
Amortized
Cost Basis
Total
Real estate - home equity
Performing
Non-performing
Total real estate - home equity
Real estate - home equity
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Real estate - residential mortgage
Performing
Non-performing
Total real estate - residential mortgage
Real estate - residential mortgage
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Consumer
Performing
Non-performing
Total consumer
Consumer
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Equipment lease financing and other
Performing
Non-performing
Total leasing and other
Equipment lease financing and other
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Construction - other
Performing
Non-performing
Total construction - other
Construction - other
Current period gross charge-offs
Current period recoveries
Total net (charge-offs) recoveries
Total
Performing
Non-performing
Total
$
31,445 $
—
31,445
—
—
—
8,176 $
88
8,264
—
—
—
1,255,532
217
1,255,749
585,878
2,483
588,361
—
—
—
114,399
168
114,567
(134)
—
(134)
102,324
—
102,324
(606)
185
(421)
96,444
—
96,444
—
—
—
(68)
68
—
98,587
19
98,606
(542)
64
(478)
65,303
—
65,303
(1,581)
349
(1,232)
24,888
—
24,888
—
—
—
13,906 $
23
13,929
11,024 $
233
11,257
11,667 $
221
11,888
126,749 $
2,290
129,039
982,285 $
9,485
991,770
5,321 $
—
5,321
1,190,573
12,340
1,202,913
—
—
—
228,398
3,177
231,575
(101)
16
(85)
95,072
124
95,196
(524)
165
(359)
49,453
30
49,483
—
21
21
6,822
—
6,822
—
—
—
—
—
—
341,563
2,483
344,046
(190)
1
(189)
43,334
141
43,475
(444)
159
(285)
34,995
15,983
50,978
—
18
18
—
178
178
—
—
—
—
—
—
264,990
722
265,712
(7)
1
(6)
25,804
114
25,918
(489)
94
(395)
15,631
142
15,773
—
11
11
16
—
16
—
—
—
(34)
138
104
434,889
21,583
456,472
(254)
405
151
36,086
150
36,236
(769)
101
(668)
5,040
282
5,322
—
21
21
—
—
—
—
—
—
(1,159)
366
(793)
—
—
—
—
—
—
52,698
34
52,732
(498)
1,292
794
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
42
—
42
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,193)
504
(689)
3,111,250
30,665
3,141,915
(620)
491
(129)
466,022
750
466,772
(3,400)
1,875
(1,525)
272,746
16,437
289,183
(2,187)
605
(1,582)
128,170
178
128,348
—
—
—
$
$
1,600,144 $
385
1,600,529 $
782,832 $
2,590
785,422 $
393,651 $
3,354
397,005 $
430,916 $
19,018
449,934 $
318,108 $
1,199
319,307 $
602,764 $
24,305
627,069 $
1,034,983 $
9,519
1,044,502 $
5,363 $
—
5,363 $
5,168,761
60,370
5,229,131
99
The information presented in the preceding table not required to be disclosed for periods prior to the adoption of CECL. The following table presents the most
comparable required information for the prior period, a summary of performing, delinquent and non-performing loans for the indicated class segments:
Real estate - home equity
Real estate - residential mortgage
Construction - other
Consumer - direct
Consumer - indirect
Total consumer
Equipment lease financing and other
Performing
1,292,035
2,584,763
92,649
63,582
393,974
457,556
278,743
4,705,746
$
$
$
$
December 31, 2019
(1)
Delinquent
Non-performing
(2)
Total
(dollars in thousands)
$
12,341
34,291
895
465
4,685
5,150
4,012
56,689
$
10,568
22,411
809
190
268
458
16,642
50,888
$
$
1,314,944
2,641,465
94,353
64,237
398,927
463,164
299,397
4,813,323
% of Total
97.8 %
1.2 %
1.0 %
100 %
(1)
(2)
Includes all accruing loans 30 days to 89 days past due.
Includes all accruing loans 90 days or more past due and all non-accrual loans.
The following table presents non-performing assets:
Non-accrual loans
Loans 90 days or more past due and still accruing
Total non-performing loans
OREO
(1)
Total non-performing assets
December 31,
2020
December 31,
2019
$
$
(in thousands)
137,198 $
9,929
147,127
4,178
151,305 $
125,098
16,057
141,155
6,831
147,986
(1)
Excludes $8.1 million of residential mortgage properties for which formal foreclosure proceedings were in process as of December 31, 2020.
The following tables present the aging of the amortized cost basis of loans, by class segment:
December 31, 2020
Real estate – commercial mortgage
Commercial and industrial
Real estate – residential mortgage
Real estate – home equity
Real estate – construction
Consumer
Equipment lease financing and other
Total
30-59
Days Past
Due
60-89
Days Past
Due
≥ 90 Days
Past Due
and Accruing
Non-
Accrual
(in thousands)
Current
Total
$
$
14,999 $
11,285
22,281
5,622
1,938
3,036
838
59,999 $
9,273 $
1,068
7,675
1,654
—
501
150
20,321 $
1,177
616
4,687
2,753
155
417
124
9,929
$
$
51,470 $
31,993
26,107
9,588
1,395
332
16,313
137,198 $
7,028,173 $
5,625,866
3,081,165
1,183,296
1,043,730
462,486
248,657
18,673,373 $
7,105,092
5,670,828
3,141,915
1,202,913
1,047,218
466,772
266,082
18,900,820
100
30-59 Days
Past
Due
60-89
Days Past
Due
≥ 90 Days
Past Due
and
Accruing
Non-
accrual
Current
Total
(in thousands)
$
$
10,912 $
2,302
26,982
9,635
1,715
4,228
552
56,326 $
1,543 $
2,630
7,309
2,706
900
922
3,460
19,470 $
4,113 $
1,385
5,735
3,564
688
458
114
16,057 $
33,166 $
48,106
16,676
7,004
3,618
—
16,528
125,098 $
6,651,042 $
4,392,278
2,584,763
1,292,035
964,158
457,556
278,743
16,620,575 $
6,700,776
4,446,701
2,641,465
1,314,944
971,079
463,164
299,397
16,837,526
December 31, 2019
Real estate – commercial mortgage
Commercial and industrial
Real estate – residential mortgage
Real estate – home equity
Real estate – construction
Consumer
Equipment lease financing and other
Total
Collateral-Dependent Loans
A financial asset is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided
substantially through the sale or operation of the collateral. For all classes of financial assets deemed collateral-dependent, the Corporation elected the practical
expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce
the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of
various types of real estate including residential properties; commercial properties such as retail centers, office buildings, and lodging; agriculture land; and vacant
land.
Troubled Debt Restructurings
The following table presents TDRs, by class segment for the years ended December 31:
Real estate - commercial mortgage
Commercial and industrial
Real estate - residential mortgage
Real estate - home equity
Consumer
Total accruing TDRs
(1)
Non-accrual TDRs
Total TDRs
(1) Included within non-accrual loans in the preceding table.
2020
2019
(in thousands)
$
$
28,451 $
6,982
18,602
14,391
—
68,426
35,755
104,181 $
13,330
5,193
21,551
15,068
8
55,150
20,825
75,975
101
The following table presents TDRs, by class segment, for loans that were modified during the years ended December 31:
2020
2019
2018
Number of
Loans
Post-
Modification
Recorded
Investment
Number of
Loans
Post-
Modification
Recorded
Investment
Number of
Loans
Post-
Modification
Recorded
Investment
Real estate - commercial mortgage
Commercial and industrial
Real estate - residential mortgage
Real estate - home equity
Consumer
Total
12
20
48
48
14
142
$
$
24,868
5,218
10,493
4,359
345
45,283
(dollars in thousands)
$
2
16
6
59
—
83
$
263
5,378
2,252
2,706
—
10,599
6
8
7
96
—
117
$
$
8,261
4,226
801
5,087
—
18,375
Restructured loan modifications may include payment schedule modifications, interest rate concessions, bankruptcies, principal reduction or some combination of
these concessions. The restructured loan modifications primarily included maturity date extensions, rate modifications and payment schedule modifications.
In accordance with regulatory guidance, payment schedule modifications granted after March 13, 2020, to borrowers impacted by the effects of COVID-19
pandemic and who are not delinquent at the time of the payment schedule modifications, have been excluded from TDRs. For the year ended December 31, 2020,
payment schedule modifications having a recorded investment of $3.5 billion were excluded from TDRs based on this regulatory guidance.
NOTE 5 – PREMISES AND EQUIPMENT
The following is a summary of premises and equipment as of December 31:
Land
Buildings and improvements
Furniture and equipment
Construction in progress
Total premises and equipment
Less: Accumulated depreciation and amortization
Net premises and equipment
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS
2020
2019
(in thousands)
38,654 $
343,604
165,572
5,423
553,253
(321,773)
231,480 $
38,836
350,609
158,064
9,594
557,103
(317,057)
240,046
$
$
Goodwill and intangible assets totaled $536.7 million and $535.3 million as of December 31, 2020 and 2019, respectively. The increase of $1.4 million, net of
amortization, was the result of the acquisition of a wealth management business in 2020. There were no goodwill impairment charges in 2020 based on the results
of the annual test.
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 current valuation of reporting units.
102
NOTE 7 – MORTGAGE SERVICING RIGHTS
The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets, with adjustments to the fair value
included in mortgage banking income on the consolidated statements of income:
Amortized cost:
Balance at beginning of period
Originations of MSRs
Amortization
Balance at end of period
Valuation allowance:
Balance at beginning of period
Additions to valuation allowance
Balance at end of period
Net MSRs at end of period
Estimated fair value of MSRs at end of period
2020
2019
(in thousands)
2018
$
$
$
$
$
$
39,267 $
12,173
(12,695)
38,745 $
— $
(10,500)
(10,500) $
28,245 $
28,245 $
38,573 $
7,546
(6,852)
39,267 $
— $
—
— $
39,267 $
45,193 $
37,663
6,756
(5,846)
38,573
—
—
—
38,573
50,200
MSRs represent the economic value of existing contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by
the Corporation for unrelated third parties was $4.7 billion and $4.9 billion as of December 31, 2020 and 2019, respectively. Actual and expected prepayments of
the underlying mortgage loans can impact the value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.
The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans
at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment
projections. The fair values of MSRs were $28.2 million and $45.2 million as of December 31, 2020 and 2019, respectively. Based on its fair value analysis as of
December 31, 2020, the Corporation determined that a $10.5 million increase to the valuation allowance was required for the year ended December 31, 2020. The
increase to the valuation allowance was recorded as a reduction to mortgage banking income on the consolidated statements of income for the year ended
December 31, 2020. There were no valuation allowances for the years ended December 31, 2019 and 2018.
Total servicing income, recognized as an increase to mortgage banking income in the consolidated statements of income, was $11.9 million, $12.0 million and
$11.8 million in 2020, 2019 and 2018, respectively, excluding the increase in the valuation allowance recorded in 2020.
Total MSR amortization expense, recognized as a reduction to mortgage banking income in the consolidated statements of income, was $12.7 million, $6.9 million
and $5.8 million in 2020, 2019 and 2018, respectively. Estimated future MSR amortization expense, based on balances as of December 31, 2020, and the estimated
remaining lives of the underlying loans, follows (in thousands):
Year
2021
2022
2023
2024
2025
Beyond 2025
Total estimated amortization expense
$
$
6,550
6,091
5,586
5,034
4,429
11,055
38,745
103
NOTE 8 – DEPOSITS
Deposits consisted of the following as of December 31:
Noninterest-bearing demand
Interest-bearing demand
Savings and money market accounts
Total demand and savings
Brokered deposits
Time deposits
Total Deposits
The scheduled maturities of time deposits as of December 31, 2020 were as follows (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
2020
2019
(in thousands)
6,531,002 $
5,818,564
5,929,792
18,279,358
335,185
2,224,664
20,839,207 $
4,453,324
4,720,188
5,153,941
14,327,453
264,531
2,801,929
17,393,913
$
$
$
$
1,417,396
521,545
160,700
43,914
26,092
55,017
2,224,664
Included in time deposits were certificates of deposit equal to or greater than $100,000 of $1.0 billion and $1.4 billion as of December 31, 2020 and 2019,
respectively. Time deposits of $250,000 or more were $330.4 million and $472.8 million as of December 31, 2020 and 2019, respectively.
NOTE 9 – SHORT-TERM AND LONG-TERM BORROWINGS
Short-term borrowings as of December 31, 2020, 2019 and 2018 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 AFS investment securities.
Federal funds purchased
Short-term FHLB advances
Customer funding
(2)
(1)
Total short-term borrowings
2020
December 31
2019
2018
2020
Maximum Outstanding
2019
2018
$
$
— $
—
630,066
630,066 $
— $
500,000
383,241
883,241 $
(in thousands)
— $
385,000
369,777
754,777
200,000 $
980,000
630,066
274,998 $
825,000
404,207
525,000
385,000
547,678
(1)
(2)
Represents FHLB advances with an original maturity term of less than one year.
Includes repurchase agreements and short-term promissory notes.
As of December 31, 2020, the Corporation had aggregate availability under federal funds lines of $1.8 billion. A combination of commercial real estate loans,
commercial loans and investment securities were pledged to the FRB to provide access to FRB Discount Window borrowings. As of December 31, 2020 and 2019,
the Corporation had $324.3 million and $334.3 million, respectively, of collateralized borrowing availability at the FRB Discount Window, and no outstanding
borrowings.
104
FHLB advances with an original maturity of one year or more and long-term borrowings included the following as of December 31:
FHLB advances
Subordinated debt
Senior notes
Junior subordinated deferrable interest debentures
Unamortized discounts and issuance costs
Total long-term borrowings
2020
2019
(in thousands)
$
$
535,973 $
625,000
125,000
16,496
(6,206)
1,296,263 $
491,024
250,000
125,000
16,496
(751)
881,769
Excluded from the preceding table is the Parent Company’s revolving line of credit with Fulton Bank. As of December 31, 2020 and 2019, there were no amounts
outstanding under this line of credit. This line of credit, with a total commitment of $75.0 million, is secured by insurance investments and bears interest at the
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 2027 and carry a weighted average interest rate of 1.78%. As of December 31, 2020, the Corporation had additional borrowing
capacity of approximately $3.9 billion with the FHLB. Advances from the FHLB are secured by FHLB stock, qualifying residential mortgages, investment
securities and other assets.
The following table summarizes the scheduled maturities of FHLB advances with an original maturity of one year or more and long-term borrowings as of
December 31, 2020 (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
$
—
178,857
214,241
489,190
24,675
389,300
1,296,263
$
In March 2020, the Corporation issued $200.0 million and $175.0 million of subordinated notes due in 2030 and 2035, respectively. The subordinated notes
maturing in 2030 were issued with a fixed-to-floating rate of 3.25% and an effective rate of 3.35%, due to issuance costs, and the subordinated notes maturing in
2035 were issued with a fixed-to-floating rate of 3.75% and an effective rate of 3.85%, due to issuance costs.
In March 2017, the Corporation issued $125.0 million of senior notes, with a fixed rate of 3.60% and an effective rate of 3.95%, as a result of discounts and
issuance costs, which mature on March 16, 2022. Interest is paid semi-annually in September and March. In June 2015, the Corporation issued $150.0 million of
subordinated notes, which mature on November 15, 2024 and carry a fixed rate of 4.50% and an effective rate of 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 subordinated notes, which mature on November
15, 2024 and carry a fixed rate of 4.50% and an effective rate of 4.87% as a result of discounts and issuance costs. Interest is paid semi-annually in May and
November.
As of December 31, 2020, 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.
105
The following table provides details of the debentures as of December 31, 2020 (dollars in thousands):
Debentures Issued to
Columbia Bancorp Statutory Trust
Columbia Bancorp Statutory Trust II
Columbia Bancorp Statutory Trust III
Fixed/
Variable
Variable
Variable
Variable
Interest
Rate
Amount
Maturity
Callable
Call Price
2.96 % $
2.14 %
2.02 %
$
6,186
4,124
6,186
16,496
06/30/34
03/15/35
06/15/35
03/31/21
03/15/21
03/15/21
100.0
100.0
100.0
NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS
The following table presents the notional amounts and fair values of derivative financial instruments as of December 31:
Interest Rate Locks with Customers
Positive fair values
Negative fair values
Forward Commitments
Positive fair values
Negative fair values
Interest Rate Swaps with Customers
Positive fair values
Negative fair values
Interest Rate Swaps with Dealer Counterparties
Positive fair values
Negative fair values
Foreign Exchange Contracts with Customers
Positive fair values
Negative fair values
Foreign Exchange Contracts with Correspondent Banks
Positive fair values
Negative fair values
2020
2019
Notional
Amount
Asset
(Liability)
Fair Value
Notional
Amount
Asset
(Liability)
Fair Value
(in thousands)
$
382,903 $
3,154
8,034 $
(35)
132,260 $
9,783
—
292,262
3,834,062
45,640
45,640
3,834,062
1,121
5,963
6,372
1,422
—
(2,263)
330,951
(2)
2
(165,205)
5
(275)
318
(5)
75,000
180,000
2,903,489
376,705
376,705
2,903,489
3,373
7,283
9,028
4,976
1,123
(53)
63
(371)
143,484
(695)
695
(75,327)
38
(154)
192
(45)
The following table presents the fair value gains (losses) on derivative financial instruments for the years ended December 31:
Mortgage banking derivatives
Interest rate swaps
Foreign exchange contracts
(1)
Net fair value gains (losses) on derivative financial instruments
(1)
Includes interest rate locks with customers and forward commitments.
Consolidated Statements of Income
Classification
Mortgage banking
Other expense
Other income
2020
2019
(in thousands)
2018
$
$
4,974 $
70
12
5,056 $
689 $
122
20
831 $
(748)
1
(75)
(822)
106
Fair Value Option
The Corporation has elected to measure mortgage loans held for sale at fair value. The following table presents a summary of mortgage loans held for sale and the
impact of the fair value election on the consolidated financial statements as of December 31:
Amortized cost
Fair value
(1)
(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.
2020
2019
(in thousands)
80,662 $
83,886
37,396
37,828
$
Gains related to changes in fair values of mortgage loans held for sale were $2.8 million for the year ended December 31, 2020, losses related to changes in fair
values of mortgage loans held for sale were $260,000 for the year ended December 31, 2019, and gains related to changes in fair values of mortgage loans held for
sale were $231,000 for the year ended December 31, 2018. The gains and losses are recorded on the consolidated income statements as an adjustment to mortgage
banking income.
Balance Sheet Offsetting
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 if 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
Recognized
on the
Consolidated
Gross Amounts Not Offset
on the Consolidated
Balance Sheets
Financial
Cash
Net
Balance Sheets
Instruments
(1)
Collateral
(2)
Amount
(in thousands)
2020
Interest rate swap derivative assets
Foreign exchange derivative assets with correspondent
banks
Total
Interest rate swap derivative liabilities
Foreign exchange derivative liabilities with correspondent
banks
Total
2019
Interest rate swap derivative assets
Foreign exchange derivative assets with correspondent
banks
Total
Interest rate swap derivative liabilities
Foreign exchange derivative liabilities with correspondent
banks
Total
$
$
$
$
$
$
$
$
330,951
$
(2)
$
—
$
330,949
318
331,269
165,205
5
165,210
$
$
$
(5)
(7)
(2)
(5)
(7)
$
$
$
—
—
(165,203)
—
(165,203)
$
$
$
313
331,262
—
—
—
144,179
$
(757)
$
—
$
143,422
192
144,371
76,022
45
76,067
$
$
$
(45)
(802)
(757)
(45)
(802)
$
$
$
—
—
(75,265)
—
(75,265)
$
$
$
147
143,569
—
—
—
(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 (pledged by the Corporation) or received from the counterparty on interest rate swap transactions and foreign exchange contracts with financial
institution counterparties. Interest rate swaps with customers are collateralized by the same collateral securing the underlying loans to those borrowers. Cash collateral amounts are included
in the table only to the extent of the net derivative fair values.
107
NOTE 11 – REGULATORY MATTERS
Regulatory Capital Requirements
The Corporation and the Bank 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 Bank must meet specific
capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.
The Bank's 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 FRB approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations
and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III
Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions.
The minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective on January 1, 2015, and became fully phased in on
January 1, 2019. The U.S. Basel III Capital Rules require the Corporation and the Bank to:
• Meet a 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;
• Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 leverage capital ratio of 4.00% of average assets;
• 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, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.
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.
The Corporation and the Bank are required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements. The rules
provide that the failure to maintain the "capital conservation buffer" results 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 the Bank 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 the Bank, it may not have sufficient funds to pay dividends on its common stock, service its debt obligations or repurchase
its common stock.
As of December 31, 2020 and 2019, the Corporation's capital levels met the fully phased-in minimum capital requirements, including the new capital conservation
buffers, as prescribed in the U.S. Basel III Capital Rules.
As of December 31, 2020 and 2019, the Bank was well capitalized under the regulatory framework for prompt corrective action based on its capital ratio
calculation. To be categorized as well capitalized, the bank was required to 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, 2020, that management believes have changed
the institution's categories.
108
The following tables present the Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage requirements under the U.S. Basel III
Capital Rules, as of December 31:
Actual
Amount
Ratio
2020
For Capital
Adequacy Purposes
Amount
(dollars in thousands)
Ratio
Well Capitalized
Amount
Ratio
$
$
$
$
2,837,801
2,758,963
14.4 % $
14.1
1,571,876
1,562,322
2,067,640
2,529,802
10.5 % $
13.0
1,178,907
1,171,742
1,874,762
2,485,802
9.5 % $
12.7
884,181
878,806
2,067,640
2,529,802
8.2 % $
10.1
1,009,469
1,001,313
8.0 %
8.0
6.0 %
6.0
4.5 %
4.5
4.0 %
4.0
$
$
$
$
N/A
1,952,903
N/A
1,562,322
N/A
10.0 %
N/A
8.0 %
N/A
1,269,387
N/A
6.5 %
N/A
1,251,641
N/A
5.0 %
Actual
Amount
Ratio
2019
For Capital
Adequacy Purposes
Amount
(dollars in thousands)
Ratio
Well Capitalized
Amount
Ratio
$
$
$
$
2,179,197
2,224,505
11.8 % $
12.1
1,481,425
1,473,880
1,796,987
2,058,295
9.7 % $
11.2
1,111,068
1,105,410
1,796,987
2,014,295
9.7 % $
10.9
1,796,987
2,058,295
8.4 % $
9.8
833,301
829,057
850,727
844,341
8.0 %
8.0
6.0 %
6.0
4.5 %
4.5
4.0 %
4.0
$
$
$
$
N/A
1,842,350
N/A
10.0 %
N/A
1,473,880
N/A
1,197,527
N/A
1,055,426
N/A
8.0 %
N/A
6.5 %
N/A
5.0 %
Total Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A.
Tier I Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A
Common Equity Tier I Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A
Tier I Leverage Capital (to Average Assets):
Corporation
Fulton Bank, N.A
N/A – Not applicable as "well capitalized" applies to banks only.
Total Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A.
Tier I Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A
Common Equity Tier I Capital (to Risk-Weighted Assets):
Corporation
Fulton Bank, N.A
Tier I Leverage Capital (to Average Assets):
Corporation
Fulton Bank, N.A
N/A – Not applicable as "well capitalized" applies to banks only.
Dividend and Loan Limitations
The dividends that may be paid by the Bank to the Parent Company are subject to certain legal and regulatory limitations. The total amount available for payment
of dividends by the Bank to the Corporation was approximately $220 million as of December 31, 2020, based on the Bank maintaining enough capital to be
considered well capitalized under the U.S. Basel III Capital Rules.
Under current regulations, the Bank is limited in the amount it may loan to its 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 the Bank's regulatory capital.
109
NOTE 12 – INCOME TAXES
The components of the provision for income taxes are as follows:
Current tax expense:
Federal
State
Deferred tax (benefit) expense:
Federal
State
Total income tax expense
2020
2019
(in thousands)
2018
$
$
38,396 $
7,389
45,785
(18,131)
(3,460)
(21,591)
24,194 $
32,610 $
5,204
37,814
(1,271)
1,106
(165)
37,649 $
35,783
5,352
41,135
(16,841)
283
(16,558)
24,577
The differences between the effective income tax rate and the federal statutory income tax rate are as follows:
Statutory tax rate
Tax credit investments
Tax-exempt income
Bank owned life insurance
State income taxes, net of federal benefit
Change in valuation allowance
Re-measurement of net DTA due to the Tax Act
Executive compensation
FDIC Premium
Penalties
Other, net
Effective income tax rate
2020
2019
2018
21.0 %
(5.7)
(4.9)
(0.7)
1.1
—
—
—
0.3
0.2
0.7
12.0 %
21.0 %
(4.6)
(3.9)
(0.4)
0.2
1.8
—
—
—
—
0.2
14.3 %
21.0 %
(6.1)
(4.1)
(0.4)
2.0
(0.1)
(0.3)
0.1
—
—
(1.6)
10.5 %
110
The net DTA recorded by the Corporation is included in other assets and consists of the following tax effects of temporary differences as of December 31:
Deferred tax assets:
Allowance for credit losses
Tax credit carryforwards
State loss carryforwards
Tax credit investments
Other accrued expenses
Deferred compensation
Stock-based compensation
Postretirement and defined benefit plans
Other
Total gross deferred tax assets
Deferred tax liabilities:
Equipment lease financing
Unrealized holding gains on AFS securities
Premises and equipment
MSRs
Acquisition premiums/discounts
Intangible assets
Other
Total gross deferred tax liabilities
Net deferred tax asset, before valuation allowance
Valuation allowance
Net deferred tax asset
2020
2019
(in thousands)
67,059 $
39,294
20,401
10,159
9,801
8,486
3,289
1,553
12,107
172,149
44,216
23,978
8,876
6,414
5,466
1,205
15,811
105,966
66,183
(20,401)
45,782 $
37,081
43,133
16,324
6,799
8,797
7,752
2,930
599
4,246
127,661
42,273
4,223
6,282
8,686
5,266
1,136
12,387
80,253
47,408
(16,324)
31,084
$
$
In assessing the realizability of DTAs, management considers whether it is more likely than not that some or all of the DTAs will not be realized. The ultimate
realization of DTAs 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 net operating loss carryforwards for which realizability is uncertain. As of December 31, 2020 and 2019, the Corporation
had state net operating loss carryforwards of approximately $263.6 million and $392.0 million, respectively, which are available to offset future state taxable
income, and expire at various dates through 2040.
As of December 31, 2020, based on the level of historical taxable income and projections for future taxable income over the periods in which the DTAs are
deductible, management believes it is more likely than not that the Corporation will realize the benefits of its DTAs, net of the valuation allowance.
As of December 31, 2020, the Corporation had tax credit carryforwards related to TCIs of approximately $39.3 million. The corporation recorded a DTA of $39.3
million, reflecting the benefit of these tax credit carryforwards. Such DTA will begin to expire in 2040 if not yet utilized.
111
Uncertain Tax Positions
The following table summarizes the changes in unrecognized tax benefits for the years ended December 31:
Balance at beginning of year
Current period tax positions
Lapse of statute of limitations
Balance at end of year
2020
2019
(in thousands)
2018
$
$
2,517 $
95
(461)
2,151 $
2,726 $
292
(501)
2,517 $
2,550
593
(417)
2,726
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 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 total unrecognized tax benefits during this period
cannot be reasonably estimated, approximately $513,000 is expected to reverse in 2021 due to lapsing of the statute of limitations. Decreases can also occur
throughout the settlement of positions with taxing authorities.
As of December 31, 2020, if recognized, all of the Corporation’s unrecognized tax benefits would impact the effective tax rate. Not included in the table above is
$468,000 of federal income tax benefit 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 $(17,000) and $22,000 in 2020 and 2019, respectively, for interest and penalties in income tax expense related to
unrecognized tax positions. As of December 31, 2020 and 2019, total accrued interest and penalties related to unrecognized tax positions were approximately
$680,000 and $697,000, respectively.
The Corporation files 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 2017.
Tax Credit Investments
The TCIs are included in other assets, with any unfunded equity commitments recorded in other liabilities on the consolidated balance sheets. Certain TCIs qualify
for the proportional amortization method and are amortized over the period the Corporation expects to receive the tax credits, with the expense included within
income taxes on the consolidated statements of income. Other TCIs are accounted for under the equity method of accounting, with amortization included within
non-interest expense on the consolidated statements of income. This amortization includes equity in partnership losses and the systematic write-down of
investments over the period in which income tax credits are earned. All of the TCIs are evaluated for impairment at the end of each reporting period.
The following table presents the balances of the Corporation's TCIs and related unfunded commitments as of December 31:
Included in other assets:
Affordable housing tax credit investments, net
Other tax credit investments, net
Total TCIs, net
Included in other liabilities:
Unfunded affordable housing tax credit commitments
Other tax credit liabilities
Total unfunded tax credit commitments and liabilities
2020
2019
( in thousands)
152,203 $
59,224
211,427 $
31,562 $
49,491
81,053 $
153,351
64,354
217,705
16,684
55,105
71,789
$
$
$
$
112
The following table presents other information relating to the Corporation's TCIs for the years ended December 31:
Components of income taxes:
Affordable housing tax credits and other tax benefits
Other tax credit investment credits and tax benefits
Amortization of affordable housing investments, net of tax benefit
Deferred tax expense
Total reduction in income tax expense
Amortization of TCIs:
Affordable housing tax credits investment
Other tax credit investment amortization
Total amortization of TCIs
NOTE 13 – NET INCOME PER COMMON SHARE
2020
2019
( in thousands)
2018
$
$
$
$
(28,777) $
(4,163)
20,429
921
(11,590) $
(30,642) $
(4,542)
22,184
954
(12,046) $
4,087 $
2,039
6,126 $
3,344 $
2,677
6,021 $
(30,721)
(6,385)
21,569
1,341
(14,196)
3,355
8,094
11,449
Basic net income per common share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.
Diluted net income per common share is calculated as net income available to common shareholders 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. 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:
Weighted average common shares outstanding (basic)
Impact of common stock equivalents
Weighted average common shares outstanding (diluted)
2020
2019
(in thousands)
2018
162,372
718
163,090
166,902
890
167,792
175,395
1,148
176,543
113
NOTE 14 – SHAREHOLDERS’ EQUITY
Preferred Stock
On October 29, 2020, the Corporation issued 8.0 million depositary shares ("Depositary Shares"), each representing a 1/40th interest in a share of Fulton’s 5.125%
Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, of which 200,000 are authorized and issued, with a liquidation preference of $1,000 per share
(equivalent to $25.00 per Depositary Share), for an aggregate offering amount of $200 million. The preferred stock is redeemable, at the Corporation’s option, in
whole or in part, on and after January 15, 2026, and redeemable in whole, but not in part, prior to January 15, 2026 within 90 days following the occurrence of a
regulatory capital treatment event. The Corporation received net proceeds from the offering of $192.9 million, after deducting underwriting discounts and
commissions and before deducting transaction expenses payable by the Corporation.
Accumulated Other Comprehensive Income (Loss)
The following table presents the components of other comprehensive income (loss) for the years ended December 31:
2020
Unrealized gain on securities
Reclassification adjustment for securities gains included in net income
Amortization of net unrealized losses on AFS transferred to HTM
Unrecognized pension and postretirement income
Amortization of net unrecognized pension and postretirement items
(3)
(2)
(1)
Total Other Comprehensive Income
2019
Unrealized gain on securities
Reclassification adjustment for securities gains included in net income
Amortization of net unrealized losses on AFS transferred to HTM
(2) (4)
Non-credit related unrealized losses on other-than-temporarily impaired debt securities
Unrecognized pension and postretirement income
Amortization of net unrecognized pension and postretirement items
(1)
(3)
Total Other Comprehensive Income
2018
Unrealized loss on securities
Reclassification adjustment for securities gains included in net income
Amortization of net unrealized losses on AFS transferred to HTM
Non-credit related unrealized losses on other-than-temporarily impaired debt securities
Unrecognized pension and postretirement income
Amortization of net unrecognized pension and postretirement items
(2)
(1)
(3)
Total Other Comprehensive Loss
Before-Tax Amount
Tax Effect
(in thousands)
Net of Tax Amount
$
$
$
$
$
$
85,188
(3,053)
4,360
(3,242)
1,311
84,564
73,085
(4,733)
8,070
(873)
(1,203)
1,316
75,662
(31,235)
(37)
2,694
285
1,798
2,116
(24,379)
$
$
$
$
$
$
(19,537)
694
(912)
710
(291)
(19,336)
(16,166)
1,047
(1,785)
193
266
(291)
(16,736)
6,909
7
(596)
(63)
(398)
(468)
5,391
$
$
$
$
$
$
65,651
(2,359)
3,448
(2,532)
1,020
65,228
56,919
(3,686)
6,285
(680)
(937)
1,025
58,926
(24,326)
(30)
2,098
222
1,400
1,648
(18,988)
(1) Amounts reclassified out of AOCI/(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) Amounts reclassified out of AOCI/(loss). Before-tax amounts included as a reduction to "Interest Income" on the consolidated statements of income. See "Note 3, - Investment Securities,"
for additional details.
(3) Amounts reclassified out of AOCI/(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.
(4) Before-Tax amount includes a $3.7 million reclassification of unrealized loss related to the early adoption of ASU 2019-04, as disclosed in "Note 1 - Summary of Significant Accounting
Policies" from "Amortization of net unrealized losses on AFS securities transferred to HTM" to "Unrealized gain on securities."
114
The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31:
Unrealized Gains
(Losses) on
Investment Securities
Not Other-Than-
Temporarily
Impaired
Unrealized Non-
Credit Gains (Losses)
on Other-Than-
Temporarily Impaired
Debt Securities
Unrecognized
Pension and
Postretirement Plan
Income (Cost)
Total
Balance at December 31, 2017
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of net unrealized losses on AFS securities transferred to HTM
Reclassification of stranded tax effects
Balance at December 31, 2018
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of net unrealized losses on AFS securities transferred to HTM
Balance at December 31, 2019
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of net unrealized losses on AFS securities transferred to HTM
Balance at December 30, 2020
Common Stock Repurchase Plans
$
$
(18,509)
(24,326)
(30)
2,098
(3,887)
(44,654)
56,919
(3,686)
6,285
14,864
65,651
(2,359)
3,448
81,604
$
$
$
(in thousands)
458
222
—
—
—
680
(680)
—
—
—
—
—
—
—
$
(14,923)
1,400
1,648
—
(3,214)
(15,089)
(937)
1,025
—
(15,001)
(2,532)
1,020
—
(16,513)
$
$
(32,974)
(22,704)
1,618
2,098
(7,101)
(59,063)
55,302
(2,661)
6,285
(137)
63,119
(1,339)
3,448
65,091
In February 2021, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation is authorized to repurchase up to
$75.0 million of its outstanding shares of common stock, or approximately 3.2% of its outstanding shares, through December 31, 2021.
In October 2019, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to
$100.0 million of its outstanding shares of common stock, or approximately 3.9% of its outstanding shares, through December 31, 2020. During the first quarter of
2020, 2.9 million shares were repurchased at a total cost of $39.7 million, or $13.65 per share, under this program. The repurchase program was suspended in mid-
March in order to preserve liquidity in response to potential unknown economic impacts of the COVID-19 pandemic at that time.
In March 2019, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to
$100.0 million of its outstanding shares of common stock, or approximately 3.5% of its outstanding shares, through December 31, 2019. During 2019, the
Corporation repurchased approximately 6.1 million shares under this program for a total cost of $100.0 million, or $16.28 per share, completing this program.
In November 2018, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up
to $75.0 million of its outstanding shares of common stock, or approximately 2.7% of its outstanding shares, through December 31, 2019. During 2019 and 2018,
the Corporation repurchased approximately 706,000 and 4.1 million shares, respectively, under this program for a total cost of $75.0 million, or $15.57 per share,
completing this program.
Under these repurchase programs, repurchased shares are 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.
115
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:
Compensation expense
Tax benefit
Total stock-based compensation, net of tax
2020
2019
(in thousands)
2018
$
$
8,381 $
(1,790)
6,591 $
7,413 $
(1,610)
5,803 $
7,965
(2,625)
5,340
The tax benefits as a percentage of compensation expense, as shown in the preceding table, were 21.4%, 21.7% and 33.0% in 2020, 2019 and 2018, respectively.
These percentages differ from the Corporation’s federal statutory tax rate of 21%. 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, RSUs, and PSUs.
Tax benefits in excess of the tax rate resulted from incentive stock option exercises that triggered a tax deduction when they were exercised, and excess tax benefits
realized on vesting RSUs and PSUs during the period.
The following table provides information about stock option activity for the year ended December 31, 2020:
Outstanding and exercisable as of December 31, 2019
Exercised
Forfeited
Expired
Outstanding and exercisable as of December 31, 2020
The following table presents information about stock options exercised:
Number of options exercised
Total intrinsic value of options exercised
Cash received from options exercised
Tax benefit from options exercised
Stock
Options
500,260 $
(89,725)
(1,047)
(11,181)
398,307 $
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in millions)
11.12
9.99
12.25
10.27
11.39
2020
1.9 years $
0.5
2019
(dollars in thousands)
2018
$
$
$
89,725
150,296
192 $
880 $
37 $
1,028 $
1,446 $
188 $
214,845
1,616
2,210
291
Upon exercise, the Corporation issues shares from its authorized, but unissued, common stock to satisfy the options.
The following table provides information about nonvested restricted stock, RSUs and PSUs granted under the Employee Equity Plan and Directors' Plan for the
year ended December 31, 2020:
Nonvested as of December 31, 2019
Granted
Vested
Forfeited
Nonvested as of December 31, 2020
(1) There were no nonvested stock options at December 31, 2020 or 2019.
Restricted Stock/RSUs/PSUs
(1)
Shares
1,425,021 $
911,367
(357,838)
(81,170)
1,897,380 $
Weighted
Average
Grant Date
Fair Value
16.39
11.82
17.88
13.74
14.07
As of December 31, 2020, there was $11.1 million of total unrecognized compensation cost (pre-tax) related to restricted stock, RSUs and PSUs that will be
recognized as compensation expense over a weighted average period of 1.9 years. As of
116
December 31, 2020, the Employee Equity Plan had 9.3 million shares reserved for future grants through 2023, and the Directors’ Plan had 180,000 shares reserved
for future grants through 2021.
The fair value of certain PSUs with market-based performance conditions granted 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 rate
Volatility of Corporation’s stock
Expected life of PSUs
2020
0.25 %
33.10 %
3 years
2019
2.27 %
23.00 %
3 years
2018
2.63 %
23.50 %
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 with market-based performance conditions granted in 2020, 2019 and 2018 of $10.16, $16.83 and $12.92,
respectively.
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:
ESPP shares purchased
Average purchase price per share (85% of market value)
Compensation expense recognized (in thousands)
NOTE 16 – EMPLOYEE BENEFIT PLANS
The following summarizes retirement plan expense for the years ended December 31:
401(k) Retirement Plan
Pension Plan
Total
2020
2019
2018
194,485
136,576
10.02 $
344 $
14.03 $
338 $
110,200
14.74
287
2020
2019
(in thousands)
2018
9,853 $
660
10,513 $
8,976 $
2,484
11,460 $
8,482
3,435
11,917
$
$
$
$
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.
Contributions to the Defined Benefit 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.
117
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:
Interest cost
Expected return on assets
Net amortization and deferral
Net periodic pension cost
2020
2019
(in thousands)
2018
$
$
2,726 $
(3,925)
1,859
660 $
3,257 $
(2,754)
1,981
2,484 $
3,053
(2,047)
2,429
3,435
The following table summarizes the changes in the projected benefit obligation and fair value of plan assets for the plan years ended December 31:
Projected benefit obligation at beginning of year
Interest cost
Benefit payments
Change in assumptions
Experience gain
Projected benefit obligation at end of year
Fair value of plan assets at beginning of year
Employer contributions
Actual return on plan assets
Benefit payments
(1)
Fair value of plan assets at end of year
2020
2019
(in thousands)
86,204 $
2,726
(4,104)
7,532
(66)
92,292 $
83,676 $
—
7,605
(4,104)
87,177 $
79,426
3,257
(4,114)
8,259
(624)
86,204
57,825
20,755
9,210
(4,114)
83,676
$
$
$
$
(1) The Corporation funds at least the minimum amount required by federal law and regulations. The Corporation contributed $20.8 million to the Pension Plan during 2019.
The following table presents the funded status of the Pension Plan, included in other liabilities on the consolidated balance sheets, as of December 31:
Projected benefit obligation
Fair value of plan assets
Funded status
2020
2019
(in thousands)
$
$
(92,292) $
87,177
(5,115) $
(86,204)
83,676
(2,528)
The following table summarizes the changes in the unrecognized net loss included as a component of accumulated other comprehensive income (loss):
Balance as of December 31, 2018
Recognized as a component of 2019 periodic pension cost
Unrecognized gains arising in 2019
Balance as of December 31, 2019
Recognized as a component of 2020 periodic pension cost
Unrecognized losses arising in 2020
Balance as of December 31, 2020
118
Unrecognized Net Loss
Before tax
Net of tax
(in thousands)
24,347 $
(1,981)
1,180
23,546
(1,859)
3,787
25,474 $
18,961
(1,543)
919
18,337
(1,452)
2,958
19,843
$
$
The total amount of unrecognized net loss that will be amortized as a component of net periodic pension cost in 2021 is expected to be $2.3 million.
The following rates were used to calculate the net periodic pension cost and the present value of benefit obligations as of December 31:
Discount rate-projected benefit obligation
Expected long-term rate of return on plan assets
2020
2019
2018
2.50 %
5.00 %
3.25 %
5.00 %
4.25 %
5.00 %
The discount rates used were 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 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, 2020 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:
Equity mutual funds
Equity common trust funds
Equity securities
Cash and money market funds
Fixed income mutual funds
Corporate debt securities
U.S. Government agency securities
Fixed income securities and cash
Other alternative investment funds
Total
2020
2019
Estimated
Fair Value
% of Total
Assets
Estimated
Fair Value
% of Total
Assets
$
$
37,847
12,450
50,297
9,444
16,134
3,319
6,257
35,154
1,726
87,177
(dollars in thousands)
$
57.7 %
40.3 %
2.0 %
100.0 % $
26,377
11,810
38,187
21,182
14,370
3,124
3,078
41,754
3,735
83,676
45.6 %
49.9 %
4.5 %
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. 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 assets held by the Pension Plan are based on quoted prices for identical instruments and would be categorized as Level 1 assets under the fair
value hierarchy.
Estimated future benefit payments are as follows (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
Total
$
$
4,399
4,452
4,565
4,652
4,724
24,461
47,253
119
Postretirement Benefits
The Corporation provides medical benefits and life insurance benefits under a postretirement benefits plan ("Postretirement Plan") to certain retired full-time
employees who were employees of the Corporation prior to January 1, 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.
The components of the net benefit for Postretirement Plan other than pensions are as follows:
Interest cost
Net amortization and deferral
Net postretirement benefit
2020
2019
(in thousands)
2018
$
$
43 $
(548)
(505) $
61 $
(556)
(495) $
57
(559)
(502)
This table summarizes the changes in the accumulated postretirement benefit obligation for the years ended December 31:
Accumulated postretirement benefit obligation at beginning of year
Interest cost
Benefit payments
Change in experience
Change in assumptions
Accumulated postretirement benefit obligation at end of year
2020
2019
(in thousands)
1,450 $
43
(177)
(32)
38
1,322 $
1,520
61
(187)
17
39
1,450
$
$
The fair values of the plan assets were $0 as of both December 31, 2020 and 2019. The funded status of the Postretirement Plan, included in other liabilities on the
consolidated balance sheets as of December 31, 2020 and 2019 was $1.3 million and $1.5 million, respectively. The following table summarizes the changes in
items recognized as a component of accumulated other comprehensive income (loss):
Balance as of December 31, 2018
Recognized as a component of 2019 postretirement cost
Unrecognized gains arising in 2019
Balance as of December 31, 2019
Recognized as a component of 2020 postretirement cost
Unrecognized gains arising in 2020
Balance as of December 31, 2020
Unrecognized
Prior Service
Cost
Before tax
Unrecognized
Net Loss (Gain)
$
$
(3,940)
464
—
(3,476)
464
—
(3,012)
$
$
(in thousands)
(1,096)
$
92
56
(948)
84
6
(858)
$
Total
Net of tax
(5,036) $
556
56
(4,424)
548
6
(3,870) $
(3,928)
433
44
(3,451)
428
5
(3,018)
The following rates were used to calculate net periodic postretirement benefit cost and the present value of benefit obligations as of December 31:
Discount rate-projected benefit obligation
Expected long-term rate of return on plan assets
2020
2019
2018
2.50 %
3.00 %
3.25 %
3.00 %
4.25 %
3.00 %
The discount rates used to calculate the accumulated postretirement benefit obligation were 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%.
120
Estimated future benefit payments under the Postretirement Plan are as follows (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
Total
NOTE 17 – LEASES
$
$
161
149
138
126
115
426
1,115
The Corporation has operating leases for certain financial centers, corporate offices and land.
The following table presents the components of lease expense, which is included in net occupancy expense on the consolidated statements of income (in
thousands):
Operating lease expense
Variable lease expense
Sublease income
Total lease expense
$
$
2020
2019
18,481 $
2,830
(749)
20,562 $
18,852
2,924
(791)
20,985
Supplemental consolidated balance sheet information related to leases was as follows as of December 31 (dollars in thousands):
Operating Leases
ROU assets
Lease liabilities
Weighted average remaining lease term
Weighted average discount rate
Balance Sheet Classification
Other assets
Other liabilities
$
$
2020
2019
$
$
84,227
96,812
7.5 years
2.96 %
102,779
109,608
8.1 years
3.05 %
The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease
term, as of January 1, 2019, for leases that existed at adoption and as of the lease commencement or modification date for leases subsequently entered into.
Supplemental cash flow information related to operating leases was as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
ROU assets obtained in exchange for lease obligations
2020
2019
$
18,973 $
2,931
18,563
117,496
121
Lease payment obligations for each of the next five years and thereafter, with a reconciliation to the Corporation's lease liability were as follows (in thousands):
Year
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: imputed interest
Present value of lease liabilities
Operating Leases
18,973
18,131
16,999
14,852
13,157
44,627
126,739
(29,927)
96,812
$
$
As of December 31, 2020, the Corporation had not entered into any material leases that have not yet commenced.
NOTE 18 – 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.
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 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 commitments to extend credit and letters of credit. See "Note 4 - Allowance for Credit Losses and Asset Quality," for additional
information.
The following table presents the Corporation’s commitments to extend credit and letters of credit:
Commercial and industrial
Real estate - commercial mortgage and real estate - construction
Real estate - home equity
Total commitments to extend credit
Standby letters of credit
Commercial letters of credit
Total letters of credit
122
2020
2019
(in thousands)
5,245,041 $
1,787,963
1,618,051
8,651,055 $
298,750 $
56,229
354,979 $
3,997,401
1,168,624
1,523,494
6,689,519
303,020
50,432
353,452
$
$
$
$
Residential Lending
The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to
secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The
Corporation may be required to repurchase specific loans, or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the
representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure
beyond customary representations and warranties, based on the specific terms of those agreements.
The Corporation maintains a reserve for estimated credit losses related to loans sold to investors. As of December 31, 2020 and 2019, the total reserve for losses on
residential mortgage loans sold was $1.1 million and $3.2 million, respectively, including reserves for both representation and warranty and credit loss exposures.
With the adoption of CECL on January 1, 2020 the reserve for estimated losses on certain residential mortgage loans sold to investors was reclassified to ACL -
OBS credit exposures. The reclassification resulted in a $2.1 million increase to the ACL - OBS credit exposures and a corresponding decrease to the reserve for
estimated losses related to loans sold to investors in the first quarter of 2020.
Legal Proceedings
The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation
evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for
which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent
developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not
probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.
In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible
issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to
administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the
Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation’s practice is to cooperate fully with regulatory
and governmental inquiries and investigations.
As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending
legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation.
However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable,
may be material to the Corporation’s results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating
results for the period, and could have a material adverse effect on the Corporation’s business. In addition, regardless of the ultimate outcome of any such legal
proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to
the Corporation’s results of operations in any future period.
Kress v. Fulton Bank, N.A.
On October 15, 2019, a former Fulton Bank teller supervisor, D. Kress filed a putative collective and class action lawsuit on behalf of herself and other teller
supervisors, tellers, and other similar non-exempt employees in the U.S. District Court for the District of New Jersey, D. Kress v. Fulton Bank, N.A., Case No.
1:19-cv-18985. Fulton Bank accepted summons without a formal service of process on January 20, 2020. The lawsuit alleges that Fulton Bank did not record or
otherwise account for the amount of time D. Kress and putative collective and class members spent conducting branch opening security procedures. The allegation
is that, as a result, Fulton Bank did not properly compensate those employees for their regular and overtime wages. The lawsuit alleges that by doing so, Fulton
violated: (i) the federal Fair Labor Standards Act and seeks back overtime wages for a period of three years, liquidated damages and attorney fees and costs; (ii) the
New Jersey State Wage and Hour Law and seeks back overtime wages for a period of six years, treble damages and attorney fees and costs; and (iii) the New
Jersey Wage Payment Law and seeks back wages for a period of six years, treble damages and attorney fees and costs. The lawsuit also asserts New Jersey
common law claims seeking compensatory damages and interest. The Corporation and counsel representing plaintiffs ("Plaintiffs’ Counsel") have reached and
executed a formal Settlement Agreement to resolve this lawsuit. Plaintiffs’ Counsel has filed a Motion for Preliminary Approval of Class and Collective Settlement
and Provisional Certification of Settlement Class and Collective ("the Motion") with the U.S. District Court for the District of New Jersey ("the Court"). The
Corporation is not able to provide any assurance that the Court will grant the Motion. If the Court does grant the Motion, the
123
Settlement Agreement will be administered according to its terms and thereafter subject to final approval by the Court. The financial terms of the Settlement
Agreement are not expected to be material to the Corporation. The Corporation established an accrued liability during the third quarter of 2020 for the costs
expected to be incurred in connection with the Settlement Agreement.
NOTE 19 – FAIR VALUE MEASUREMENTS
The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:
Loans held for sale
Available for sale investment securities:
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total available for sale investment securities
Other assets:
Investments held in Rabbi Trust
Derivative assets
Total assets
Other liabilities:
Deferred compensation liabilities
Derivative liabilities
Total liabilities
Loans held for sale
Available for sale investment securities:
State and municipal securities
Corporate debt securities
Collateralized mortgage obligations
Residential mortgage-backed securities
Commercial mortgage-backed securities
Auction rate securities
Total available for sale investment securities
Other assets:
Investments held in Rabbi Trust
Derivative assets
Total assets
Other liabilities:
Deferred compensation liabilities
Derivative liabilities
Total liabilities
2020
Level 1
Level 2
Level 3
Total
(in thousands)
$
—
$
83,886
$
—
$
83,886
—
—
—
—
—
—
—
24,383
323
24,706
24,383
280
24,663
$
$
$
952,613
367,145
503,766
377,998
762,415
—
2,963,937
—
338,987
3,386,810
—
167,505
167,505
$
$
$
2019
—
—
—
—
—
98,206
98,206
—
—
98,206
—
—
—
$
$
$
952,613
367,145
503,766
377,998
762,415
98,206
3,062,143
24,383
339,310
3,509,722
24,383
167,785
192,168
Level 1
Level 2
Level 3
Total
(in thousands)
—
$
37,828
$
—
$
37,828
—
—
—
—
—
—
—
22,213
230
22,443
22,213
199
22,412
$
$
$
652,927
374,957
693,718
177,312
494,297
—
2,393,211
—
145,365
2,576,404
—
76,447
76,447
$
$
$
—
2,400
—
—
—
101,926
104,326
—
—
104,326
—
—
—
$
$
$
652,927
377,357
693,718
177,312
494,297
101,926
2,497,537
22,213
145,595
2,703,173
22,213
76,646
98,859
$
$
$
$
$
$
$
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The valuation techniques used to measure fair value for the items in the preceding tables are as follows:
Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of December 31, 2020 and 2019, 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 in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing
service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment
securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable,
through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.
Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and
reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be
applicable.
•
•
•
State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed
securities – These debt securities are classified as Level 2. 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 ($362.8 million at
December 31, 2020 and $362.3 million at December 31, 2019), single-issuer trust preferred securities issued by financial institutions ($0.0
million at December 31, 2020 and $11.2 million at December 31, 2019), and other corporate debt issued by non-financial institutions ($4.4
million at December 31, 2020 and $3.9 million at December 31, 2019). As noted in "Note 3 - Investment Securities", several corporate debt
securities were sold during 2020. Refer to the specific note for further information.
Level 2 investments include subordinated debt and senior debt, other corporate debt issued by non-financial institutions and $0.0 million and
$8.8 million of single-issuer trust preferred securities held at December 31, 2020 and 2019, 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 certain single-issuer TruPS ($0.0 million at December 31, 2020 and $2.4 million
December 31, 2019). 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 5 years. If the assumed return to market liquidity was lengthened beyond the next 5
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.
Investments held in Rabbi Trust - This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has
elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represents quoted market prices for the underlying shares held
in the mutual funds, and as such, are classified as Level 1.
Derivative assets - Fair value of foreign currency exchange contracts classified as Level 1 assets ($323,000 at December 31, 2020 and $230,000 at December 31,
2019). 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.
125
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 ($8.0 million at December 31, 2020 and $1.2 million at December 31, 2019) and the fair value of interest rate swaps ($331.0 million at December 31,
2020 and $144.2 million at December 31, 2019). 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.
Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in
other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under
the heading "Investments held in Rabbi Trust" above.
Derivative liabilities - Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($280,000 at December 31, 2020 and $199,000 at
December 31, 2019).
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 ($2.3 million at December 31, 2020 and $424,000 at December 31, 2019) and the fair value of interest rate swaps ($165.2 million at December 31, 2020
and $76.0 million at December 31, 2019).
The fair values of these liabilities are determined in the same manner as the related assets, which are described under the heading "Derivative assets" above.
The following table presents the changes in AFS investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years
ended December 31:
Balance at December 31, 2018
Sales
Unrealized adjustment to fair value
Discount accretion
Balance at December 31, 2019
(2)
(1)
Sales
Unrealized adjustment to fair value
Discount accretion
Balance at December 31, 2020
(2)
(1)
Pooled Trust
Preferred
Securities
Single-issuer
Trust Preferred
Securities
(in thousands)
ARCs
$
$
$
875
(770)
(105)
—
—
—
—
—
—
$
$
$
2,400 $
—
(4)
4
2,400 $
(2,160)
(242)
2
— $
102,994
—
(1,068)
—
101,926
—
(3,720)
—
98,206
(1) Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as AFS investment securities; as such, the unrealized adjustment to fair value was recorded
as an unrealized holding gain (loss) and included as a component of "AFS at estimated fair value" on the consolidated balance sheets.
Included as a component of "net interest income" on the consolidated statements of income.
(2)
Certain financial instruments 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 Level 3 financial instruments measured at fair value on a nonrecurring
basis:
Loans, net
OREO
MSRs
(1)
Total assets
2020
2019
(in thousands)
116,584 $
4,178
28,245
149,007 $
144,807
6,831
45,193
196,831
$
$
(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at lower of amortized cost or fair value. See "Note 7 - Mortgage Servicing
Rights" for additional information.
The valuation techniques used to measure fair value for the items in the table above are as follows:
•
Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. In 2020, the
amount shown is the balance of nonaccrual loans, net of the related ACL. In 2019, the
126
amount shown is the balance of impaired loans, net of the related ACL See "Note 4 - Allowance for Credit Losses and Asset Quality," for additional
details.
•
OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated
selling costs for similar assets in active markets.
• MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market
investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated
lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its
estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation
expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans.
Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment
rate and the weighted average discount rate used in the December 31, 2020, valuation were 19.5% and 9.5%, respectively. Management reviews the
reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 7 - Mortgage Servicing Rights," for
additional information. Changes in any of those inputs, in isolation, could result in a significantly different fair value measurement, as depicted in the
table below:
Significant Input
Prepayment Rate
Prepayment Rate
Discount Rate
Discount Rate
Scenario Shock
+ 30%
- 30%
- 200 bps
+ 200 bps
% Change in Valuation
(22)%
20%
(5)%
7%
In 2008, the Corporation received Class B restricted shares of Visa, Inc. ("Visa") as part of Visa’s initial public offering. These securities are considered equity
securities without readily determinable fair values. As such, the approximately 133,000 Visa Class B shares owned as of December 31, 2020 were carried at a zero
cost basis.
127
The following table details the book values and the estimated fair values of the Corporation’s financial instruments as of December 31, 2020 and 2019. A general
description of the methods and assumptions used to estimate such fair values is also provided.
FINANCIAL ASSETS
Cash and cash equivalents
FRB and FHLB stock
Loans held for sale
HTM securities
AFS securities
Net Loans
Accrued interest receivable
Other assets
FINANCIAL LIABILITIES
Demand and savings deposits
Brokered deposits
Time deposits
Accrued interest payable
Short-term borrowings
Long-term borrowings
Other liabilities
FINANCIAL ASSETS
Cash and cash equivalents
FRB and FHLB stock
Loans held for sale
HTM securities
AFS securities
Net Loans
Accrued interest receivable
Other assets
FINANCIAL LIABILITIES
Demand and savings deposits
Brokered deposits
Time deposits
Accrued interest payable
Short-term borrowings
Long-term borrowings
Other liabilities
2020
Estimated Fair Value
Carrying
Amount
Level 1
Level 2
(in thousands)
Level 3
Total
$
$
1,847,832 $
92,129
83,886
278,281
3,062,143
18,623,253
72,942
650,425
18,279,358 $
335,185
2,224,664
10,365
630,066
1,296,263
338,747
1,847,832 $
— $
—
—
—
—
—
72,942
279,015
18,279,358 $
295,185
—
10,365
630,066
—
156,869
92,129
83,886
296,857
2,963,937
—
—
338,987
— $
41,206
2,246,457
—
—
1,332,041
167,505
2019
— $
—
—
—
98,206
18,354,532
—
32,423
— $
—
—
—
—
—
14,373
1,847,832
92,129
83,886
296,857
3,062,143
18,354,532
72,942
650,425
18,279,358
336,391
2,246,457
10,365
630,066
1,332,041
338,747
Estimated Fair Value
Carrying Amount
Level 1
$
$
517,791 $
97,422
37,828
369,841
2,497,537
16,673,904
60,898
431,565
14,327,453 $
264,531
2,801,930
8,834
883,241
881,769
221,542
517,791 $
—
—
—
—
—
60,898
234,176
14,327,453 $
224,531
—
8,834
883,241
—
142,508
Level 2
(in thousands)
— $
97,422
37,828
383,705
2,393,211
—
—
145,365
— $
40,549
2,828,988
—
—
878,385
76,447
Level 3
Total
— $
—
—
—
104,326
16,485,122
—
52,024
— $
—
—
—
—
—
2,587
517,791
97,422
37,828
383,705
2,497,537
16,485,122
60,898
431,565
14,327,453
265,080
2,828,988
8,834
883,241
878,385
221,542
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.
128
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
Cash and cash equivalents
Accrued interest receivable
Liabilities
Demand and savings deposits
Short-term borrowings
Accrued interest payable
FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets, which is a reasonable estimate of fair value.
As of December 31, 2020, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity
considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair
values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.
Brokered deposits consists of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of
these deposits are determined in a manner consistent with the respective type of deposits discussed above.
NOTE 20 – CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
CONDENSED BALANCE SHEETS
ASSETS
Cash and cash equivalents
Other assets
Receivable from subsidiaries
Investments in:
Bank subsidiary
Non-bank subsidiaries
Total Assets
LIABILITIES AND EQUITY
Long-term borrowings
Payable to non-bank subsidiaries
Other liabilities
Total Liabilities
Shareholders’ equity
Total Liabilities and Shareholders’ Equity
129
December 31,
2020
2019
(in thousands)
$
$
$
$
10,063 $
28,940
53,438
3,045,529
313,003
3,450,973 $
759,782 $
—
74,363
834,145
2,616,828
3,450,973 $
10,841
1,087
78,025
2,555,448
419,145
3,064,546
387,756
276,768
57,846
722,370
2,342,176
3,064,546
CONDENSED STATEMENTS OF INCOME
Income:
Dividends from subsidiaries
Other
(1)
Expenses
Income before income taxes and equity in undistributed net income of subsidiaries
Income tax benefit
Equity in undistributed net income (loss) of:
Bank subsidiary
Non-bank subsidiaries
Net Income
Preferred stock dividends
Net Income Available to Common Shareholders
(1) Consists primarily of management fees received from subsidiary banks in 2019 and 2018.
CONDENSED STATEMENTS OF CASH FLOWS
Cash Flows From Operating Activities:
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of issuance costs and discount of long-term debt
Stock-based compensation
(Increase) decrease in other assets
Equity in undistributed net income of subsidiaries
(Decrease) increase in other liabilities and payable to non-bank subsidiaries
Total adjustments
Net cash provided by operating activities
Cash Flows From Investing Activities
Cash Flows From Financing Activities:
Repayments of long-term borrowings
Additions to long-term borrowings
Net proceeds from issuance of preferred stock
Net proceeds from issuance of common stock
Dividends paid
Acquisition of treasury stock
Net cash used in financing activities
Net (Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
130
2020
2019
(in thousands)
2018
$
$
161,000 $
100
161,100
48,634
112,466
(9,679)
122,145
162,037
(106,142)
178,040
(2,135)
175,905 $
209,000 $
191,978
400,978
218,837
182,141
(5,798)
187,939
44,926
(6,526)
226,339
—
226,339 $
150,000
188,165
338,165
210,333
127,832
(7,100)
134,932
74,631
(1,170)
208,393
—
208,393
2020
2019
(in thousands)
2018
$
178,040 $
226,339 $
208,393
1,128
7,529
(307,976)
(55,895)
(244,598)
(599,812)
(421,772)
—
842
7,413
(20,449)
(38,400)
1,580
(49,014)
177,325
—
(19,453)
370,898
192,878
7,375
(90,956)
(39,748)
420,994
(778)
10,841
10,063 $
—
—
—
6,362
(92,330)
(111,457)
(197,425)
(20,100)
30,941
10,841 $
$
813
7,967
6,327
(73,460)
36,273
(22,080)
186,313
—
—
—
—
6,733
(89,654)
(95,308)
(178,229)
8,084
22,857
30,941
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 Corporation’s internal control over financial reporting as of December 31, 2020, 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, 2020, the Corporation’s internal control over financial reporting is effective based on those criteria.
/s/ E. PHILIP WENGER
E. Philip Wenger
Chairman and Chief Executive Officer
/s/ MARK R. MCCOLLOM
Mark R. McCollom
Senior Executive Vice President
and Chief Financial Officer
131
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Fulton Financial Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Fulton Financial Corporation and subsidiaries (the Company) as of December 31, 2020 and
2019, 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, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit
losses as of January 1, 2020 due to the adoption of Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments.
Basis for Opinions
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 the Company’s consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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
132
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which it relates.
Valuation of the allowance for credit losses related to loans evaluated collectively
As discussed in Notes 1 and 4 to the consolidated financial statements, the Corporation’s allowance for credit losses related to loans evaluated
collectively for expected credit losses (the collective ACL) was $264.2 million, of a total allowance for credit losses of $277.6 million as of December 31,
2020. The collective ACL includes the measure of expected credit losses on a collective (pooled) basis for those loans and leases that share similar risk
characteristics and uses an undiscounted approach. The Corporation estimates the collective ACL by applying a probability of default (PD) and loss given
default (LGD) to the exposure at default (EAD) at the loan level. The PD models are econometric regression models that utilize the Corporation’s
historical credit loss experience and incorporate a reasonable and supportable economic forecast through the use of externally developed macroeconomic
scenarios. The reasonable and supportable forecast is applied over the estimated life of the Corporation’s loan portfolio. The LGD model calculates a
lifetime LGD estimate for each loan pool utilizing a loss rate approach that is based on the Corporation’s historical charge-off experience. The EAD
calculation incorporates prepayment rates, and inputs related to loan level cash flows, maturity dates, and interest rates. The prepayment rates utilized in
the EAD calculation are sourced from a prepayment model that utilizes the Corporation’s historical loan prepayment history to develop prepayment
speeds. The collective ACL also includes qualitative reserve adjustments for factors that are not fully captured in the quantitative model.
We identified the assessment of the valuation of the collective ACL as a critical audit matter. Such assessment involved significant measurement
uncertainty requiring complex auditor judgment, and specialized skills and knowledge of the industry. In addition, auditor judgment was required to
evaluate the sufficiency of audit evidence obtained. The assessment of the collective ACL encompassed the evaluation of the overall ACL methodology,
which includes the methods and models used to estimate PD, LGD, and EAD and their key assumptions and inputs. Such key assumptions and inputs
include the historical observation period, loan pool segmentation (including the use of credit risk ratings for commercial and industrial loans, commercial
mortgages and construction loans for the PD model), the reasonable and supportable economic forecast, the prepayment rate and loan level cash flow
adjustments. The assessment also included an evaluation of the qualitative adjustments including an evaluation of the methods used by the Corporation in
estimating this reserve. The collective ACL estimate is sensitive to changes in the assumption discussed above such that changes in these assumptions can
cause significant changes to the estimate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the Corporation’s measurement of the collective ACL estimate, including controls over the:
•
•
•
•
•
Development of the collective ACL methodology
Development of the PD, LGD, and prepayment models and of the methods used to calculate the EAD
Identification and determination of the key inputs and assumptions used in the PD and LGD models, and EAD calculation which included key
inputs and assumptions within the prepayment model
Performance monitoring of the PD, LGD, and prepayment models
Development of the qualitative adjustments
133
We evaluated the Corporation’s process to develop the collective ACL estimate by testing certain sources of data, factors, and assumptions that the
Corporation used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals
with specialized skills and knowledge who assisted in:
•
•
•
•
•
•
Evaluating the Corporation’s collective ACL methodology for compliance with U.S. generally accepted accounting principles
Evaluating the assumptions and methodologies used in developing the PD, LGD, and EAD estimates and judgements made by the Corporation
relative to performance monitoring by inspecting the Corporation's model and methodology documentation and through comparisons against
Corporation specific metrics, the Corporation's business environment, and applicable industry and regulatory practices
Evaluating the economic forecast and related assumptions used in the PD model with respect to the Corporation’s business environment and the
loan products used across the industry
Determining whether loans are pooled by similar risk characteristics by comparing to the Corporation’s business environment and relevant
industry practices
Testing individual credit ratings for a selection of commercial loan borrowers by evaluating the financial performance of the borrower, sources
of repayment, and any relevant guarantees and underlying collateral
Evaluating the methodology used to develop the qualitative adjustments by inspecting the Corporation’s methodology and development
documentation and assessing the effects of these factors on the collective ACL estimate compared with relevant industry practices and
Corporation specific metrics
We also assessed the sufficiency of the audit evidence obtained related to the collective ACL estimate by evaluating the cumulative results of the audit
procedures, qualitative aspects of the Corporation’s accounting practices, and potential bias in the accounting estimate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Philadelphia, Pennsylvania
March 1, 2021
134
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED)
(in thousands, except per-share data)
March 31
June 30
September 30
December 31
Three Months Ended
2020
Interest income
Interest expense
Net interest income
Provision for credit losses
Non-interest income
Non-interest expenses
Income before income taxes
Income tax expense
Net income
Preferred stock dividends
Net income available to common shareholders
Per share data:
Net income (basic)
Net income (diluted)
Cash dividends
2019
Interest income
Interest expense
Net interest income
Provision for credit losses
Non-interest income
Non-interest expenses
Income before income taxes
Income tax expense
Net income
Per share data:
Net income (basic)
Net income (diluted)
Cash dividends
180,697 $
27,942
152,754
19,570
55,922
143,006
46,100
6,542
39,559
—
39,559 $
0.24 $
0.24
0.13
210,034 $
45,490
164,544
5,025
54,315
144,168
69,666
9,887
59,779 $
0.36 $
0.35
0.13
179,159 $
25,043
154,116
7,080
63,248
139,147
71,137
9,529
61,607
—
61,607 $
0.38 $
0.38
0.13
208,414 $
47,153
161,261
2,170
59,813
146,770
72,133
10,025
62,108 $
0.38 $
0.37
0.13
183,645
22,054
161,591
6,240
55,574
154,737
56,187
5,362
50,825
(2,135)
48,690
0.30
0.30
0.17
202,159
42,889
159,270
20,530
55,281
138,974
55,047
7,258
47,789
0.29
0.29
0.17
199,378 $
38,632
160,746
44,030
54,644
142,552
28,808
2,761
26,047
—
26,047 $
0.16 $
0.16
0.13
204,700 $
41,385
163,315
5,100
46,751
137,824
67,142
10,479
56,663 $
0.33 $
0.33
0.13
$
$
$
$
$
$
135
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, 2020, 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 Control over Financial Reporting
During the first quarter of 2020, the Corporation implemented new CECL accounting policies, procedures, and controls as part of its adoption of ASU No. 2016-13
and subsequent ASUs issued to amend ASC Topic 326. There were no other changes made to the Corporation’s internal control over financial reporting that
materially affected, or would be reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 9B. Other Information
Not applicable.
136
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 2021 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 Executive Compensation" and "Human Resources
Committee Interlocks and Insider Participation" within the Corporation’s 2021 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 2021 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 2021 Proxy Statement, and the information appearing in "Note 4 - Allowance for Credit Losses and Asset
Quality," 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
2021 Proxy Statement.
137
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
PART IV
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)
(ii)
(iii)
(iii)
(iv)
(v)
(vi)
Consolidated Balance Sheets - December 31, 2020 and 2019.
Consolidated Statements of Income - Years ended December 31, 2020, 2019 and 2018.
Consolidated Statements of Comprehensive Income - Years ended December 31, 2020, 2019 and 2018.
Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2020, 2019 and 2018.
Consolidated Statements of Cash Flows - Years ended December 31, 2020, 2019 and 2018.
Notes to Consolidated Financial Statements.
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.
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
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 filed June 24, 2011.
Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated
October 23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial
Corporation Current Report on Form 8-K filed on October 29, 2020.
Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current
Report on a Form 8-K filed May 21, 2020.
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 filed November 17, 2014.
First Supplemental 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 4.2 of the Fulton Financial Corporation Current Report on
Form 8-K filed November 17, 2014.
Form of 4.50% Subordinated Notes due 2024 (Included in Exhibit 4.2).
Second Supplemental Indenture entered into March 3, 2020, between Fulton Financial Corporation and Wilmington Trust, National Association,
as trustee, relating to the issuance by Fulton Financial Corporation of $200 million aggregate principal amount of 3.25% subordinated notes due
March 15, 2030 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 3, 2020.
Form of 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030 (Included in Exhibit 4.4).
Third Supplemental Indenture entered into March 3, 2020, between Fulton Financial Corporation and Wilmington Trust, National Association,
as trustee, relating to the issuance by Fulton Financial Corporation of $175 million aggregate principal amount of 3.75% subordinated notes due
March 15, 2035 - Incorporated by reference to Exhibit 4.3 of the Fulton Financial Corporation Current Report on Form 8-K filed March 3, 2020.
Form of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (Included in Exhibit 4.6).
An Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee,
relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 -
Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
First Supplemental Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust Company as trustee,
relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 -
Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
Form of 3.60% Senior Notes due Form of 3.60% Senior Notes due 2022 (Included in Exhibit 4.9).
138
4.11
4.12
4.13
4.14
10.1
10.2
10.2.1
10.3
10.3.1
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated
October 23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation
Current Report on Form 8-K filed on October 29, 2020.
Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from
time to time of the depositary receipts described therein - Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current
Report on Form 8-K filed on October 29, 2020.
Form of depositary receipt representing the Depositary Shares (Included in Exhibit 4.12).
Description of Fulton Financial Corporation Securities - Incorporated by reference to Exhibit 4.7 of the Fulton Financial Corporation Annual
Report on Form 10-K for the fiscal year ended December 31, 2019.
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 filed November 14, 2008.
Form of Executive Employment Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation - Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
Schedule of Executive Employment Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation - Incorporated by reference to Exhibit 10.4.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 2017.
Form of Key Employee Change in Control Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation, Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
Schedule of Key Employee Change in Control Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton
Financial Corporation - Incorporated by reference to Exhibit 10.5.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 2017.
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 10-K for the fiscal year ended December 31, 2006.
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 filed May 3, 2013.
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.
Amendment No. 2 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - Incorporated by
reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
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 filed June 19, 2013.
Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton
Financial Corporation’s definitive proxy statement, filed March 26, 2014.
Amendment No. 1 to the Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan - Incorporated by reference to
Exhibit 10.10 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – 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, 2015.
First Amendment effective January 1, 2019 to the Fulton Financial Corporation Deferred 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 March 31, 2019.
Second Amendment effective January 1, 2021 to the Fulton Financial Corporation Deferred Compensation Plan -filed herewith.
Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated 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.
139
10.15
10.16
10.17
10.18
10.19
10.20
21
23
24
31.1
31.2
32.1
32.2
101
104
Fulton Financial Corporation Amended and Restated Directors' Equity Participation Plan – Incorporated by reference to Exhibit 10.1 of Fulton
Financial Corporation’s Current Report on Form 8-K filed May 23, 2019.
Fulton Financial Corporation Non-Employee Director Compensation - Incorporated by reference to Exhibit 10.15 of the Fulton Financial
Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Form of Director Stock Unit Award Agreement under the Directors' Equity Participation Plan, as amended - Incorporated by reference to Exhibit
10.15 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
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 10.2 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for quarterly period ended June
30, 2011.
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 filed March 24, 2014.
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 filed November 17, 2014.
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Interactive data files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii)
Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash
Flows, and (vi) Notes to Consolidated Financial Statements.
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
Item 16. Form 10-K Summary
Not applicable.
140
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.
SIGNATURES
FULTON FINANCIAL CORPORATION
(Registrant)
Dated: March 1, 2021
By:
/S/ E. PHILIP WENGER
E. Philip Wenger, Chairman and Chief Executive Officer
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
/S/ JENNIFER CRAIGHEAD CAREY
Jennifer Craighead Carey
/S/ LISA CRUTCHFIELD
Lisa Crutchfield
/S/ MICHAEL J. DEPORTER
Michael J. DePorter
/S/ DENISE L. DEVINE
Denise L. Devine
/S/ STEVEN S. ETTER
Steven S. Etter
/S/ PATRICK J. FREER
Patrick J. Freer
/S/ CARLOS E. GRAUPERA
Carlos E. Graupera
/S/ GEORGE W. HODGES
George W. Hodges
/S/ MARK R. MCCOLLOM
Mark R. McCollom
*
*
*
*
*
*
*
Director
Director
Executive Vice President and Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Senior Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
141
Date
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
Signature
Capacity
/S/ JAMES R. MOXLEY, III
James R. Moxley, III
/S/ CURTIS J. MYERS
Curtis J. Myers
/S/ SCOTT A. SNYDER
Scott A. Snyder
/S/ RONALD H. SPAIR
Ronald H. Spair
/S/ MARK F. STRAUSS
Mark F. Strauss
/S/ ERNEST J. WATERS
Ernest J. Waters
/S/ E. PHILIP WENGER
E. Philip Wenger
*By /S/ DANIEL R. STOLZER
Daniel R. Stolzer
Attorney-in-Fact
*
*
*
*
*
Director
Director, President and Chief
Operating Officer
Director
Director
Director
Director
Chairman and Chief Executive Officer
(Principal Executive Officer)
142
Date
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
EXHIBIT INDEX
Exhibits Required Pursuant to Item 601 of Regulation S-K
3.1
3.2
3.3
4.1
4.2
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 filed June 24, 2011.
Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October
23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current
Report on Form 8-K filed on October 29, 2020.
Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report
on a Form 8-K filed May 21, 2020.
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 filed November 17, 2014.
First Supplemental 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 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed
November 17, 2014.
4.3 Form of 4.50% Subordinated Notes due 2024 (Included in Exhibit 4.2).
4.4 Second Supplemental Indenture entered into March 3, 2020, between Fulton Financial Corporation and Wilmington Trust, National Association, as
trustee, relating to the issuance by Fulton Financial Corporation of $200 million aggregate principal amount of 3.25% subordinated notes due March
15, 2030 - Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 3, 2020.
4.5 Form of 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030 (Included in Exhibit 4.4).
4.6 Third Supplemental Indenture entered into March 3, 2020, between Fulton Financial Corporation and Wilmington Trust, National Association, as
trustee, relating to the issuance by Fulton Financial Corporation of $175 million aggregate principal amount of 3.75% subordinated notes due March
15, 2035 - Incorporated by reference to Exhibit 4.3 of the Fulton Financial Corporation Current Report on Form 8-K filed March 3, 2020.
4.7 Form of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (Included in Exhibit 4.6).
4.8 An Indenture entered into on March 16, 2017, between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating
to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 -
Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.9 First Supplemental Indenture entered into on March 16, 2017, between Fulton Financial Corporation and Wilmington Trust Company as trustee,
relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 -
Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017.
4.10 Form of 3.60% Senior Notes due Form of 3.60% Senior Notes due 2022 (Included in Exhibit 4.9).
4.11 Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October
23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current
Report on Form 8-K filed on October 29, 2020.
4.12 Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from time
to time of the depositary receipts described therein - Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on
Form 8-K filed on October 29, 2020.
4.13 Form of depositary receipt representing the Depositary Shares (Included in Exhibit 4.12).
4.14 Description of Fulton Financial Corporation Securities - Incorporated by reference to Exhibit 4.7 of the Fulton Financial Corporation Annual Report
on Form 10-K for the fiscal year ended December 31, 2019.
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 filed November 14, 2008.
10.2 Form of Executive Employment Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation -
Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
10.2.1 Schedule of Executive Employment Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation - Incorporated by reference to Exhibit 10.4.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.
143
10.3 Form of Key Employee Change in Control Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation, Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018.
10.3.1 Schedule of Key Employee Change in Control Agreements between Fulton Financial Corporation and certain Executive Officers of Fulton Financial
Corporation - Incorporated by reference to Exhibit 10.5.1 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.
10.4 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 10-K for the fiscal year ended December 31, 2006.
10.5 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 filed May 3, 2013.
10.6 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.
10.7 Amendment No. 2 to Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan - Incorporated by reference
to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
10.8 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 filed June 19, 2013.
10.9 Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan – Incorporated by reference to Exhibit A to Fulton Financial
Corporation’s definitive proxy statement, filed March 26, 2014.
10.10 Amendment No. 1 to the Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan - Incorporated by reference to Exhibit
10.10 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
10.11 Fulton Financial Corporation Deferred Compensation Plan, as amended and restated effective December 1, 2015 – 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, 2015.
10.12 First Amendment effective January 1, 2019 to the Fulton Financial Corporation Deferred 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 March 31, 2019.
10.13 Second Amendment effective January 1, 2021, to the Fulton Financial Corporation Deferred Compensation Plan -filed herewith.
10.14 Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated 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.
10.15 Fulton Financial Corporation Amended and Restated Directors' Equity Participation Plan – Incorporated by reference to Exhibit 10.1 of Fulton
Financial Corporation’s Current Report on Form 8-K filed May 23, 2019.
10.16 Fulton Financial Corporation Non-Employee Director Compensation - Incorporated by reference to Exhibit 10.15 of the Fulton Financial Corporation
Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
10.17 Form of Director Stock Unit Award Agreement under the Directors' Equity Participation Plan, as amended - Incorporated by reference to Exhibit
10.15 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
10.18 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 10.2 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for quarterly period ended June 30, 2011.
10.19 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 filed March 24, 2014.
10.20 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 filed November 17, 2014.
21 Subsidiaries of the Registrant.
23 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney
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.
144
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 files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii)
Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash
Flows, and (vi) Notes to Consolidated Financial Statements.
104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
145
Exhibit 10.13
THIS SECOND AMENDMENT TO THE FULTON FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN, as
restated July 1, 2015, is hereby adopted this 10th day of December, 2020, effective as provided herein.
WITNESSETH:
WHEREAS, Fulton Financial Corporation (herein called the “Principal Employer”), along with various of its subsidiaries, heretofore
adopted a nonqualified deferred compensation plan for the benefit of eligible employees known as the Fulton Financial Corporation
Deferred Compensation Plan (the “Plan”);
WHEREAS, Section 6.02 of the Plan provides that the Principal Employer has the right to amend the Plan through its Retirement
Plans Administrative Committee (the “Committee”) if the Committee determines the amendment is helpful to the administration and
operation of the Plan and is not expected to have a material financial impact on the liability of the Employers under the Plan; and
WHEREAS, the Principal Employer desires to amend the Plan to revise how participants may elect to receive amounts deferred
under the Plan for Plan years commencing on and after January 1, 2021, and make certain other clarifying changes;
NOW, THEREFORE, by virtue and in exercise of the amending power reserved to the Committee by Section 6.02 of the Plan, the
Plan is hereby amended, effective January 1, 2021, as follows:
1. Section 1.01 of the Plan is amended in its entirety to read as follows:
Section 1.01: Account. The bookkeeping account consisting of the amounts credited to a Participant’s Compensation
Deferral Subaccount, Flex Subaccounts, Matching Contribution Subaccount, and Post-2020 Retirement Subaccount.
2. Section 1.06 of the Plan is amended in its entirety to read as follows:
Section 1.06: Compensation Deferral Subaccount. The individual subaccount maintained for each Participant to which is credited a
Participant’s Compensation Deferrals under Section 3.01 hereof related to Compensation earned before January 1, 2021. The
Compensation Deferral Subaccount shall consist of two separate sub-subaccounts: the Compensation Deferral Subaccount A, which
shall be credited with a Participant’s Compensation Deferrals under Section 3.01 hereof related to Compensation earned prior to
January 1, 2005, along with earnings attributable thereto; and the Compensation Deferral Subaccount B, which shall be credited with
a Participant’s Compensation Deferrals under Section 3.01 hereof related to Compensation earned on and after January 1, 2005 and
before January 1, 2021, along with earnings attributable thereto.
3. Article I of the Plan is amended to add a new Section 1.08A to read as follows:
Section 1.08A: Flex Subaccount. An individual subaccount maintained for each Participant to which may be credited a portion of a
Participant’s Compensation Deferrals under Section 3.01 hereof related to Compensation earned on or after January 1, 2021, along
with earnings attributable thereto. A Flex Subaccount shall be either: a Separation Flex Subaccount, which is a Flex Subaccount that
the Participant has elected to be payable upon the Participant’s Separation from Service or in a calendar year following Separation
from Service, but in no event prior to the seventh month following the month in which Separation from Service occurs; or a
Specified Date Flex Subaccount, which is a Flex Subaccount that the Participant has elected to
be payable in a calendar year specified by the Participant (or upon the Participant’s Separation from Service, if such Separation from
Service occurs prior to such calendar year).
4. Section 1.09 of the Plan is amended in its entirety to read as follows:
Section 1.09: Matching Contribution Subaccount. The individual subaccount maintained for each Participant to which is credited a
Participant’s Matching Contributions under Section 3.01 hereof related to Compensation earned before January 1, 2021, along with
earnings attributable thereto.
5. Article I of the Plan is amended to add a new Section 1.12A to read as follows:
Section 1.12A: Post-2020 Retirement Subaccount. An individual subaccount maintained for each Participant to which is credited a
Participant’s Matching Contributions under Section 3.01 hereof, and to which may be credited a portion of a Participant’s
Compensation Deferrals under Section 3.01 hereof, in each case related to Compensation earned on or after January 1, 2021, along
with earnings attributable thereto.
6. Section 3.01(c) of the Plan is amended in its entirety to read as follows:
(c) Amounts equal to the Participant’s Compensation Deferrals shall be credited as follows:
(1) There shall be established and maintained for each Participant a Compensation Deferral Subaccount to which shall
be credited amounts equal to the Participant’s Compensation Deferrals related to Compensation earned before January 1, 2021. A
Participant shall always be one hundred percent (100%) vested in his Compensation Deferral Subaccount (and investment gains and
losses deemed credited thereto).
(2) There shall be established and maintained for each Participant up to five (5) Flex Subaccounts and a Post-2020
Retirement Subaccount, to which shall be credited amounts equal to a portion the Participant’s Compensation Deferrals related to
Compensation earned on or after January 1, 2021, as elected by the Participant on an election form described in Section 3.01(b). A
Participant shall always be one hundred percent (100%) vested in the Participant’s Flex Subaccounts and Post-2020 Retirement
Subaccount (and investment gains and losses deemed credited thereto).
7. Section 3.01(d) of the Plan is amended in its entirety to read as follows:
(d) Each Participant hereunder who in a Plan Year: (i) is employed by Fulton Financial Corporation and is a member of Senior
Management, an Executive Vice President or a Senior Executive Vice President; (ii) is also eligible to participate in the Fulton
401(k) Plan; (iii) has Compensation in excess of the maximum amount of annual compensation (Code section 401(a)(17) limit, as
indexed) that can be taken into account under the Fulton 401(k) Plan; and (iv) makes Compensation Deferrals under this Plan for
such Plan Year out of his Compensation that is in excess of the maximum amount of annual compensation that can be taken into
account under the Fulton 401(k) Plan, shall be eligible hereunder for a Matching Contribution on such Compensation Deferrals at the
same matching rate that is in effect that Plan Year under the Fulton 401(k) Plan. An eligible Participant’s Matching Contributions
hereunder related to Compensation earned before January 1, 2021 shall be determined as soon as practicable after the end of such
Plan Year and promptly credited to the Participant’s Matching Contribution Subaccount. An eligible Participant’s Matching
Contributions hereunder related to Compensation earned on or after January 1, 2021 shall be determined as soon as practicable after
the end of such Plan Year and promptly credited to the Participant’s Post-2020 Retirement Subaccount. A Participant shall always be
one hundred percent (100%) vested in the
Participant’s Matching Contribution Subaccount and Post-2020 Retirement Subaccount (and the investment gains and losses deemed
credited thereto).
8. Section 3.02 of the Plan is amended in its entirety to read as follows:
Section 3.02: Account Earnings. Amounts credited to a Participant’s Account shall be deemed invested until the last day of the
month preceding the month in which the amount is distributed to the Participant, in accordance with the Participant’s direction,
between and among one or more investment alternatives selected from time to time by the Administrator and made available under
the Plan. In the absence of Participant directions, a Participant’s Account shall be deemed invested in the available investment
alternative that is designated by the Administrator from time to time as the default investment fund. Rules and procedures governing
the frequency and manner of Participant investment directions shall be established by the Administrator and communicated to
Participants.
9. Section 4.01 of the Plan is amended in its entirety to read as follows:
Section 4.01: Payment of Benefits
(a) A Participant’s Compensation Deferral Subaccount and Matching Contribution Subaccount shall become payable when the
Participant attains age 62 or, if later, upon the Participant’s Separation from Service. The Participant (or his Beneficiary) shall be
entitled to a benefit equal to the amount then credited to the Participant’s Compensation Deferral Subaccount and Matching
Contribution Subaccount (less any amounts required to be withheld for tax purposes). Said benefit shall be distributed in accordance
with this Article.
(b) A Participant’s Post-2020 Retirement Subaccount and Separation Flex Subaccounts shall become payable upon the Participant’s
Separation from Service or in a calendar year following Separation from Service, as specified by the Participant, but in no event
prior to the seventh month following the month in which Separation from Service occurs. The Participant (or his Beneficiary) shall
be entitled to a benefit equal to the amount then credited to the Participant’s Post-2020 Retirement Subaccount and Separation Flex
Subaccounts (less any amounts required to be withheld for tax purposes). Said benefit shall be distributed in accordance with this
Article. If a Participant fails to elect, by the end of the Election Period described in Section 3.01(a) for the Participant’s initial
Compensation Deferral election, the time at which payment of the Participant’s Post-2020 Retirement Subaccount or any Separation
Flex Subaccount will be made, then the Employer shall pay the benefit upon Separation from Service. Such Participant may change
this default time of payment subject to the rules for making changes in elective forms of payment described in Section 4.02(e).
(c) Each of a Participant’s Specified Date Flex Subaccounts shall become payable in a calendar year specified by the Participant;
provided that if the Participant’s Separation from Service occurs prior to such calendar year, such Specified Date Flex Subaccount
shall be payable upon such Separation from Service. The Participant (or his Beneficiary) shall be entitled to a benefit equal to the
amount then credited to such Specified Date Flex Subaccount (less any amounts required to be withheld for tax purposes). Said
benefit shall be distributed in accordance with this Article. If a Participant fails to elect, by the end of the Election Period described
in Section 3.01(a) for the Participant’s initial Compensation Deferral election, the time at which payment of a Specified Date Flex
Subaccount will be made, then the Employer shall pay the benefit with respect to such Specified Date Flex Subaccount in the third
(3 ) calendar year following the time of his initial Compensation Deferral election relating to such Specified Date Flex Subaccount.
Such Participant may change this default time of payment subject to the rules for making changes in elective forms of payment
described in Section 4.02(e).
rd
10. Section 4.02 of the Plan is amended in its entirety to read as follows:
Section 4.02: Method of Payment
(a) For Compensation Deferral Subaccount A. No later than 12 months prior to the date a Participant’s benefit becomes payable, the
Participant may select from the following forms the manner in which the amounts credited to his Compensation Deferral Subaccount
A shall be distributed.
(1) Single, lump sum payment; or
(2) Substantially equal monthly or annual installments over a period
of not more than twenty (20) years.
A Participant shall select the desired form of distribution by completing and timely filing a payment election form with the
Administrator. If a Participant fails to file a payment election form at least 12 months prior to the date the benefit becomes payable,
then the Employer shall pay the benefit in substantially equal monthly installments over a period of five (5) years. A Participant may
change his payment election at any time prior to commencement of the 12-month period ending on the date the benefit becomes
payable. The payment election in effect on the date such 12-month period commences shall become irrevocable on such date and
shall not be changed thereafter under any circumstances.
(b) For Compensation Deferral Subaccount B and Matching Contribution Subaccount. Concurrent with the time of
his initial Compensation Deferral election relating to amounts to be credited to his Compensation Deferral Subaccount B and his
Matching Contribution Subaccount pursuant to Section 3.01, if applicable, the Participant shall select from the following forms the
manner in which all amounts thereafter credited to his Compensation Deferral Subaccount B and his Matching Contribution
Subaccount shall be distributed:
(1) Single, lump sum payment; or
(2) Substantially equal monthly or annual installments over a period
of not more than twenty (20) years.
If a Participant fails to elect, by the end of the Election Period described in Section 3.01(a) for the Participant’s initial
Compensation Deferral election, the manner in which payment of the Participant’s Compensation Deferral Subaccount B and
Matching Contribution Subaccount will be made, then the Employer shall pay the benefit in substantially equal monthly installments
over a period of five (5) years; provided, however, that such Participant may change this default form of payment subject to the rules
for making changes in elective forms of payment described below.
(c) For Post-2020 Retirement Subaccount and Separation Flex Subaccounts. Concurrent with the time of his initial
Compensation Deferral election relating to amounts to be credited to his Post-2020 Retirement Subaccount or any Separation Flex
Subaccount pursuant to Section 3.01, if applicable, the Participant shall specify whether payment shall occur or commence upon the
Participant’s Separation from Service or in a calendar year following Separation from Service, but in no event prior to the seventh
month following the month in which Separation from Service occurs, and select from the following forms the manner in which all
amounts thereafter credited to such Post-2020 Retirement Subaccount or Separation Flex Subaccount shall be distributed:
(1) Single, lump sum payment; or
(2) Substantially equal annual installments over a period of not more
than fifteen (15) years.
If a Participant fails to elect, by the end of the Election Period described in Section 3.01(a) for the Participant’s initial
Compensation Deferral election, the manner in which payment of the Participant’s Post-2020 Retirement Subaccount or any
Separation Flex
Subaccount will be made, then the Employer shall pay the benefit in a single, lump sum payment. Such Participant may change this
default form of payment subject to the rules for making changes in elective forms of payment described below.
(d) For Specified Date Flex Subaccounts. Concurrent with the time of his initial Compensation Deferral election
relating to amounts to be credited to a Specified Date Flex Subaccount pursuant to Section 3.01, if applicable, the Participant shall
specify the calendar year in which payment shall occur or commence, and select from the following forms the manner in which all
amounts thereafter credited to such Specified Date Flex Subaccount shall be distributed:
(1) Single, lump sum payment; or
(2) Substantially equal annual installments over a period of not more
than five (5) years.
If a Participant fails to elect, by the end of the Election Period described in Section 3.01(a) for the Participant’s initial
Compensation Deferral election, the manner in which payment of a Specified Date Flex Subaccount will be made, then the
Employer shall pay the benefit with respect to such Specified Date Flex Subaccount in a single, lump sum payment. Such Participant
may change this default form of payment subject to the rules for making changes in elective forms of payment described below.
Notwithstanding anything in this Section 4.02(d) to the contrary, if the Participant’s Separation from Service occurs before the
calendar year of payment specified by the Participant with respect to a Specified Date Flex Subaccount, then the Employer shall pay
the benefit with respect to such Specified Date Flex Subaccount upon the Participant’s Separation from Service in a single, lump
sum payment.
(e) Any subsequent change by the Participant to the form of payment selected with respect to his Compensation
Deferral Subaccount B or Matching Contribution Subaccount, or to the time or form of payment selected with respect to his Post-
2020 Retirement Subaccount or Flex Subaccount, shall be subject to the following conditions: the change must be made at least 12
months in advance of the date the initial payment under the prior election is scheduled to be made; the change cannot take effect
until at least 12 months after it is made; and the initial payment pursuant to the change shall not be made until a date that is at least
five years from the date such payment would otherwise have been made under the initial election.
(f) Distribution of a Participant’s benefit shall be made or commence on the first payroll payment date in the month
following the date the benefit becomes payable pursuant to Section 4.01, or as soon thereafter as administratively practicable, but in
no event later than 90 days after the date the benefit becomes payable; provided, however, that if the Participant’s benefit becomes
payable due to the Participant’s Separation from Service, distribution of the Participant’s benefit shall be made or shall commence
on the first payroll payment date of the seventh month following the last day of the month in which the benefit becomes payable
pursuant to Section 4.01, or as soon thereafter as administratively practicable, but in no event later than 90 days after such payroll
payment date. Subsequent installment payments with respect to a Post-2020 Retirement Subaccount or a Flex Subaccount, if
applicable, shall be made annually until the benefit is fully paid, and any installment payments subject to delay under this Section
4.02(f) will result in an extension of the payout period commensurate with such delay rather than be paid at the time benefit
payments commence. Subsequent installment payments with respect to other subaccounts, if applicable, shall be made monthly or
annually pursuant to the Participant’s election (or monthly, absent such an election) until the benefit is fully paid, and any
installment payments subject to delay under this Section 4.02(f) will result in an extension of the payout period commensurate with
such delay rather than be paid at the time benefit payments commence. The six-month delay in making payments triggered by a
Participant’s Separation
from Service complies with the Fulton Financial Corporation Key Employee Amendment to the 409A Plans.
(g) In the event the Participant dies before the payment of his benefit under his Compensation Deferral Subaccount A
commences, or after the payment of his benefit under Compensation Deferral Subaccount A commences but prior to the complete
distribution of such benefit, then the Participant’s benefit under Compensation Deferral Subaccount A, or the unpaid portion thereof,
shall be paid to his Beneficiary at the time and under the method determined under subsections 4.01(a) and 4.02(a), respectively. In
the event the Participant dies before the payment of his benefit under any other subaccount commences, or after the payment of his
benefit under any other subaccount commences but prior to the complete distribution of such benefit, then the Participant’s benefit
under such subaccount, or the unpaid portion thereof, shall be paid to his Beneficiary in a single, lump sum payment as soon as
practicable following the Participant’s death, but in no event later than the last day of the first Plan Year following the Plan Year in
which the Participant’s death occurred.
11. The first paragraph of Section 4.03(b) of the Plan is amended in its entirety to read as follows:
(b) At any time prior to the date a Participant’s benefit becomes payable under section 4.01, a Participant who has an
Unforeseeable Emergency may request to receive all or a portion of that part of his accrued benefit credited to his Compensation
Deferral Subaccount B, Post-2020 Retirement Subaccount, or any Flex Subaccount (but not any contribution credited to the
Matching Contribution Subaccount). If the Administrator determines that a distribution is necessary on account of the Unforeseeable
Emergency, the Participant shall receive no more than the amount of his accrued benefit that is necessary to alleviate the
Unforeseeable Emergency in a single cash payment. Distributions under this Section 4.03(b) are subject to the following rules.
IN WITNESS WHEREOF, this Second Amendment was duly executed on this 10 day of December, 2020.
th
FULTON FINANCIAL CORPORATION
RETIREMENT PLANS
ADMINISTRATIVE COMMITTEE
By: /s/ Bernadett Taylor
Bernadette Taylor
SEVP/Chief Human Resource Officer
Exhibit 21 - Subsidiaries of the Registrant
The following are the subsidiaries of Fulton Financial Corporation:
Subsidiary
Fulton Bank, N.A.
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604
Fulton Financial Realty Company
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604
Central Pennsylvania Financial Corp.
100 W. Independence Street
Shamokin, PA 17872
FFC Management, Inc.
P.O. Box 609
Georgetown, DE 19947
Fulton Insurance Services Group, Inc.
One Penn Square
P.O. Box 7989
Lancaster, Pennsylvania 17604
FFC Penn Square, Inc.
P.O. Box 609
Georgetown, DE 19947
Columbia Bancorp Statutory Trust
7168 Gateway Drive
Columbia, MD 21046
Columbia Bancorp Statutory Trust II
7168 Gateway Drive
Columbia, MD 21046
Columbia Bancorp Statutory Trust III
7168 Gateway Drive
Columbia, MD 21046
State of Incorporation or Organization
United States of America
Name Under Which Business is Conducted
Fulton Financial Advisors
Fulton Private Bank
Fulton Mortgage Company
Pennsylvania
Fulton Financial Realty Company
Pennsylvania
Central Pennsylvania Financial Corp.
Delaware
FFC Management, Inc.
Pennsylvania
Fulton Insurance Services Group, Inc.
Delaware
FFC Penn Square, Inc.
Delaware
Columbia Bancorp Statutory Trust
Delaware
Columbia Bancorp Statutory Trust II
Delaware
Columbia Bancorp Statutory Trust III
Exhibit 23
The Board of Directors
Fulton Financial Corporation:
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-05471, No. 333-05481, No. 333-44788, No. 333-81377, No. 333-64744, No.
333-76594, No. 333-76600, No. 333-76596, No. 333-107625, No. 333-114206, No. 333-116625, No. 333-121896, No. 333-126281, No. 333-131706, No. 333-
135839, No. 333-145542, No. 333-168237, No. 333-175065, No. 333-189457, No. 333-128894, No. 333-197728, No.333-175065 and No. 333-236579) on Form
S-8 and in the registration statements (No. 333-37835, No. 333-61268, No. 333-123532, No. 333-130718, No. 333-156339, No. 333-189459, No. 333-189488, No.
333-156396, No. 333-197730, No. 333-221393 and No. 333-249588) on Form S-3 of Fulton Financial Corporation of our report dated March 1, 2021, with respect
to the consolidated balance sheets of Fulton Financial Corporation and subsidiaries as of December 31, 2020 and 2019, 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, 2020, and the related notes
(collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2020, which report
appears in the December 31, 2020 annual report on Form 10‑K of Fulton Financial Corporation.
Our report refers to the adoption of Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses
on Financial Instruments.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 1, 2021
POWER OF ATTORNEY
Exhibit 24
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ JENNIFER CRAIGHEAD CAREY
Jennifer Craighead Carey
February 8, 2021
Director
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ LISA CRUTCHFIELD
Lisa Crutchfield
Director
February 8, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ DENISE L. DEVINE
Denise L. Devine
Director
February 9, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ STEVEN S. ETTER
Steven S. Etter
Director
February 8, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ PATRICK J. FREER
Patrick J. Freer
Director
February 16, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ CARLOS E. GRAUPERA
Carlos E. Graupera
Director
February 9, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ GEORGE W. HODGES
George W. Hodges
Director
February 8, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ JAMES R. MOXLEY, III
James R. Moxley, III
Director
February 11, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ SCOTT A. SNYDER
Scott A. Snyder
Director
February 8, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ RONALD H. SPAIR
Ronald H. Spair
Director
February 8, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ MARK F. STRAUSS
Mark F. Strauss
Director
February 12, 2021
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints Daniel R. Stolzer, Mark A. Crowe and
John R. Merva, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable
under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the
“Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of Fulton Financial Corporation (the “Registrant”) for the
fiscal year ending December 31, 2020 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to
sign his or her name, in his or her capacity as a member of the Board of Directors and/or an officer of the Registrant, to the Form 10-K and such other form or
forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together with all exhibits thereto, and to any and all
amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and
hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as dated below.
/s/ ERNEST J. WATERS
Ernest J. Waters
Director
February 9, 2021
Date
Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, E. Philip Wenger, certify that:
1.
I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
March 1, 2021
/s/ E. Philip Wenger
E. Philip Wenger
Chairman and Chief Executive Officer
Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark R. McCollom, certify that:
1.
I have reviewed this annual report on Form 10-K of Fulton Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
March 1, 2021
/s/ Mark R. McCollom
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer
Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, E. Philip Wenger, Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, certify that:
The Form 10-K of Fulton Financial Corporation, containing the consolidated financial statements for the year ended December 31, 2020, fully complies with the
requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of Fulton Financial Corporation.
Date:
March 1, 2021
/s/ E. Philip Wenger
E. Philip Wenger
Chairman and Chief Executive Officer
Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Mark R. McCollom, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, certify that:
The Form 10-K of Fulton Financial Corporation, containing the consolidated financial statements for the year ended December 31, 2020, fully complies with the
requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of Fulton Financial Corporation.
Date:
March 1, 2021
/s/ Mark R. McCollom
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer