FULT 10-Q Quarterly Report Sept. 30, 2021

FULTON FINANCIAL CORP

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fult-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2021 , or


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

For the transition period from to

Commission File No. 0-39680

FULTON FINANCIAL CORP ORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

23-2195389

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

One Penn Square

Lancaster,

Pennsylvania

17602

(Address of principal executive offices)

(Zip Code)

( 717 ) 291-2411

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2.50	FULT	The Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	FULTP	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

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

Common Stock, $2.50 Par Value – 161,304,000 shares outstanding as of October 28, 2021.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

INDEX


Description		Page



Glossary of Terms		3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

(a)	Consolidated Balance Sheets - September 30, 2021 and December 31, 2020	5

(b)	Consolidated Statements of Income - Three and nine months ended September 30, 2021 and 2020	6

(c)	Consolidated Statements of Comprehensive Income - Three and nine months ended September 30, 2021 and 2020	7

(d)	Consolidated Statements of Shareholders’ Equity - Three and nine months ended September 30, 2021 and 2020	8

(e)	Consolidated Statements of Cash Flows - Nine months ended September 30, 2021 and 2020	9

(f)	Notes to Consolidated Financial Statements	10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		43

Item 3. Quantitative and Qualitative Disclosures about Market Risk		71

Item 4. Controls and Procedures		74

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		74

Item 1A. Risk Factors		74

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		74

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

Item 4. Mine Safety Disclosures - (not applicable)

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

Item 6. Exhibits		75

Signatures		76


FULTON FINANCIAL CORPORATION
GLOSSARY OF DEFINED ACRONYMS AND TERMS

ACL						Allowance for credit losses
AFS						Available for sale
ALCO						Asset/Liability Management Committee
AML						Anti-Money Laundering
AOCI						Accumulated other comprehensive income
ARC						Auction rate security
ARRC						Alternative Reference Rates Committee
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
bp						Basis point(s)
BSA						Bank Secrecy Act
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CECL						Current expected credit losses
Corporation or Company						Fulton Financial Corporation

COVID-19						Coronavirus
ETR						Effective tax rate
Exchange Act						Securities Exchange Act of 1934
EAD						Exposure at default
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
Fed Funds Rate						Target federal funds rate
FHLB						Federal Home Loan Bank
FOMC						Federal Open Market Committee

FRB						Federal Reserve Bank
FTE						Fully taxable-equivalent
Fulton Bank or the Bank						Fulton Bank, N.A.
GAAP						U.S. Generally Accepted Accounting Principles
HTM						Held to maturity
LGD						Loss given default
LIBOR						London Interbank Offered Rate
MSRs						Mortgage servicing rights
NIM						Net interest margin
N/M						Not meaningful
Net Loans						Loans and lease receivables, (net of unearned income)
OBS						Off-balance-sheet
OCI						Other comprehensive income
OREO						Other real estate owned
PD						Probability of default
PPP						Paycheck Protection Program
PSU						Performance-based restricted stock unit
RSU						Restricted stock unit
SBA						Small Business Administration
SEC						United States Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate


TCI						Tax credit investment
TDR						Troubled debt restructuring

TruPS						Trust Preferred Securities
Visa Shares						Visa, Inc. Class B restricted shares

Note: Some numbers contained in the document may not sum due to rounding

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(in thousands, except per-share data)


	September 30, 2021		December 31, 2020
	(unaudited)
ASSETS
Cash and due from banks	$	260,564	$	120,462
Interest-bearing deposits with other banks	2,210,445		1,727,370
Cash and cash equivalents	2,471,009		1,847,832
FRB and FHLB stock	61,293		92,129
Loans held for sale	43,123		83,886
Investment securities:
AFS, at estimated fair value	3,084,337		3,062,143
HTM, at amortized cost	916,423		278,281
Net Loans	18,269,407		18,900,820
Less: ACL - loans	( 256,727 )		( 277,567 )
Loans, net	18,012,680		18,623,253
Net premises and equipment	228,179		231,480
Accrued interest receivable	57,902		72,942
Goodwill and intangible assets	536,697		536,659
Other assets	979,189		1,078,128
Total Assets	$	26,390,832	$	25,906,733
LIABILITIES
Deposits:
Noninterest-bearing	$	7,434,155	$	6,531,002
Interest-bearing	14,639,886		14,308,205
Total Deposits	22,074,041		20,839,207



Short-term borrowings	468,967		630,066
Accrued interest payable	5,202		10,365
Long-term borrowings	627,386		1,296,263
Other liabilities	515,418		514,004
Total Liabilities	23,691,014		23,289,905
SHAREHOLDERS’ EQUITY
Preferred stock, no par value, 10.0 million shares authorized; Series A, 0.2 million shares authorized and issued in 2020, liquidation preference of $ 1,000 per share	192,878		192,878
Common stock, $ 2.50 par value, 600.0 million shares authorized, 223.8 million shares issued in 2021 and 223.2 million issued in 2020	559,622		557,917
Additional paid-in capital	1,516,618		1,508,117
Retained earnings	1,258,499		1,120,781
Accumulated other comprehensive gain	25,615		65,091
Treasury stock, at cost, 62.4 million shares in 2021 and 60.8 million shares in 2020	( 853,414 )		( 827,956 )
Total Shareholders’ Equity	2,699,818		2,616,828
Total Liabilities and Shareholders’ Equity	$	26,390,832	$	25,906,733

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


(in thousands, except per-share data)	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Interest Income
Loans, including fees	$	161,889	$	158,804	$	480,955	$	493,256
Investment securities:
Taxable	13,757		13,150		41,345		44,615
Tax-exempt	6,246		5,449		17,820		15,481

Loans held for sale	299		728		969		1,557
Other interest income	1,888		1,028		4,599		4,324
Total Interest Income	184,079		179,159		545,688		559,233
Interest Expense
Deposits	6,525		14,631		24,108		58,189
Short-term borrowings	131		370		456		4,960
Long-term borrowings	6,153		10,042		23,006		28,468
Total Interest Expense	12,809		25,043		47,570		91,617
Net Interest Income	171,270		154,116		498,118		467,616
Provision for credit losses	( 600 )		7,080		( 9,600 )		70,680
Net Interest Income After Provision for Credit Losses	171,870		147,036		507,718		396,936
Non-Interest Income
Commercial banking	16,738		18,311		50,209		53,477
Consumer banking	11,801		10,423		33,415		30,800
Wealth management	18,532		14,943		53,513		43,405
Mortgage banking	9,535		16,801		26,333		32,999
Other	5,971		2,769		12,883		10,080
Non-Interest Income Before Investment Securities Gains	62,577		63,247		176,353		170,761
Investment securities gains, net	—		2		33,511		3,053
Total Non-Interest Income	62,577		63,249		209,864		173,814
Non-Interest Expense
Salaries and employee benefits	82,679		79,227		243,632		240,467
Data processing and software	14,335		12,285		41,828		36,123
Net occupancy	12,957		13,221		39,433		39,851
Other outside services	7,889		7,617		24,557		23,098
State taxes	4,994		2,692		13,883		8,583
Equipment	3,416		3,711		10,268		10,322
Professional fees	2,271		2,879		7,701		10,412
FDIC insurance	2,727		1,578		7,633		6,519
Amortization of TCI	1,546		1,694		4,640		4,594
Marketing	1,448		1,147		3,798		4,029
Intangible amortization	150		132		443		397
Debt extinguishment	—		—		32,575		2,878
Other	10,184		12,962		33,420		37,431
Total Non-Interest Expense	144,596		139,145		463,811		424,705
Income Before Income Taxes	89,851		71,140		253,771		146,045
Income taxes	14,268		9,529		40,160		18,832
Net Income	75,583		61,611		213,611		127,213
Preferred stock dividends	( 2,562 )		—		( 7,715 )		—
Net Income Available to Common Shareholders	$	73,021	$	61,611	$	205,896	$	127,213

PER SHARE:
Net Income Available to Common Shareholders (Basic)	$	0.45	$	0.38	$	1.27	$	0.78
Net Income Available to Common Shareholders (Diluted)	0.45		0.38		1.26		0.78
Cash Dividends	0.14		0.13		0.42		0.39
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020

Net Income	$	75,583	$	61,611	$	213,611	$	127,213
Other Comprehensive (Loss)/Income, net of tax:
Unrealized (loss)/gain on securities	( 21,622 )		4,333		( 16,073 )		56,186
Reclassification adjustment for securities gains included in net income	—		( 1 )		( 25,901 )		( 2,377 )
Amortization of net unrealized losses on AFS securities transferred to HTM	637		928		2,154		2,517
Net unrealized gain on interest rate swaps used in cash flow hedges	( 891 )		—		( 524 )		—

Amortization of net unrecognized pension and postretirement income	290		255		868		765
Other Comprehensive (Loss)/Income	( 21,586 )		5,515		( 39,476 )		57,091
Total Comprehensive Income	$	53,997	$	67,126	$	174,135	$	184,304

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per-share data)


	Preferred Stock			Common Stock			Additional		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
	Shares	Amount		Shares	Amount		Paid-in Capital
Three months ended September 30, 2021
Balance at June 30, 2021	200	$	192,878	162,988	$	559,485	$	1,513,645	$	1,208,086	$	47,201	$	( 828,337 )	$	2,692,958
Net income									75,583						75,583
Other comprehensive loss											( 21,586 )				( 21,586 )

Common stock issued				132	137		781						1,049		1,967
Stock-based compensation awards							2,192								2,192
Acquisition of treasury stock				( 1,691 )									( 26,126 )		( 26,126 )
Preferred stock dividend									( 2,562 )						( 2,562 )
Common stock cash dividends - $ 0.14 per share									( 22,608 )						( 22,608 )
Balance at September 30, 2021	200	$	192,878	161,429	$	559,622	$	1,516,618	$	1,258,499	$	25,615	$	( 853,414 )	$	2,699,818

Three months ended September 30, 2020
Balance at June 30, 2020	—	$	—	161,958	$	557,569	$	1,503,750	$	1,059,160	$	51,439	$	( 831,417 )	$	2,340,501
Net income									61,611						61,611
Other comprehensive income											5,515				5,515

Common stock issued				176	149		105						1,592		1,846
Stock-based compensation awards							1,875								1,875



Common stock cash dividends - $ 0.13 per share									( 21,083 )						( 21,083 )
Balance at September 30, 2020	—	$	—	162,134	$	557,718	$	1,505,730	$	1,099,688	$	56,954	$	( 829,825 )	$	2,390,265

Nine months ended September 30, 2021
Balance at December 31, 2020	200	$	192,878	162,350	$	557,917	$	1,508,117	$	1,120,781	$	65,091	$	( 827,956 )	$	2,616,828
Net income									213,611						213,611
Other comprehensive loss											( 39,476 )				( 39,476 )

Common stock issued				770	1,705		2,309						668		4,682
Stock-based compensation awards							6,192								6,192
Acquisition of treasury stock				( 1,691 )									( 26,126 )		( 26,126 )
Preferred stock dividend									( 7,715 )						( 7,715 )
Common stock cash dividends - $ 0.42 per share									( 68,178 )						( 68,178 )
Balance at September 30, 2021	200	$	192,878	161,429	$	559,622	$	1,516,618	$	1,258,499	$	25,615	$	( 853,414 )	$	2,699,818

Nine months ended September 30, 2020
Balance at December 31, 2019	—	$	—	164,218	$	556,110	$	1,499,681	$	1,079,391	$	( 137 )	$	( 792,869 )	$	2,342,176
Net income									127,213						127,213
Other comprehensive income											57,091				57,091

Common stock issued				824	1,608		646						2,792		5,046
Stock-based compensation awards							5,403								5,403
Adjustment for CECL (1)									( 43,807 )						( 43,807 )
Acquisition of treasury stock				( 2,908 )									( 39,748 )		( 39,748 )

Common stock cash dividends - $ 0.39 per share									( 63,109 )						( 63,109 )
Balance at September 30, 2020	—	$	—	162,134	$	557,718	$	1,505,730	$	1,099,688	$	56,954	$	( 829,825 )	$	2,390,265

See Notes to Consolidated Financial Statements

(1) 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, "Basis of Presentation" to the Consolidated Financial Statements for further details.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(in thousands)	Nine months ended September 30
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	213,611	$	127,213
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	( 9,600 )		70,680
Depreciation and amortization of premises and equipment	20,647		21,653
Amortization of TCI	21,001		22,883
Net amortization of investment securities premiums	11,816		8,722
Investment securities gains, net	( 33,511 )		( 3,053 )
Gain on sales of mortgage loans held for sale	( 20,038 )		( 42,208 )
Proceeds from sales of mortgage loans held for sale	818,432		1,113,671
Originations of mortgage loans held for sale	( 757,631 )		( 1,127,256 )
Intangible amortization	443		397
Amortization of issuance costs and discounts on long-term borrowings	1,608		836
Debt extinguishment costs	32,575		2,878
Stock-based compensation	6,192		5,403


Other changes, net	16,627		( 169,447 )
Total adjustments	108,561		( 94,841 )
Net cash provided by (used in) operating activities	322,172		32,372
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS securities	125,811		215,150
Proceeds from principal repayments and maturities of AFS securities	366,788		282,832
Proceeds from principal repayments and maturities of HTM securities	89,349		67,268
Purchase of AFS securities	( 901,400 )		( 728,937 )
Purchase of HTM securities	( 310,699 )		—
Sale of Visa Shares	33,962		—
Sale of FRB and FHLB stock	30,836		3,458
Net decrease (increase) in loans	620,583		( 2,203,974 )
Net purchases of premises and equipment	( 17,346 )		( 18,550 )
Net cash paid for acquisition	292		—
Net change in tax credit investments	( 12,439 )		( 9,585 )
Net cash provided by (used in) investing activities	25,737		( 2,392,338 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits	1,743,512		3,669,990
Net decrease in time deposits	( 508,678 )		( 333,852 )
Net decrease in short-term borrowings	( 161,099 )		( 271,514 )
Proceeds from long-term borrowings	620		495,898
Repayments of long-term borrowings	( 703,681 )		( 82,491 )
Net proceeds from issuance of common stock	4,682		5,046

Dividends paid	( 73,962 )		( 63,387 )
Acquisition of treasury stock	( 26,126 )		( 39,748 )
Net cash provided by financing activities	275,268		3,379,942
Net Increase in Cash and Cash Equivalents	623,177		1,019,976
Cash and Cash Equivalents at Beginning of Period	1,847,832		517,791
Cash and Cash Equivalents at End of Period	$	2,471,009	$	1,537,767
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	52,733	$	91,328
Income taxes	8,329		12,118
Supplemental Schedule of Certain Noncash Activities:
Transfer of AFS securities to HTM securities	$	376,165	$	—

See Notes to Consolidated Financial Statements

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of the Corporation have been prepared in conformity with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2020. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the SEC.

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. The Corporation adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, net of investments in leases and OBS credit exposures. 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 deferred tax assets 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.

CARES Act and Consolidated Appropriations Act - 2021

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 and the modified loan was not more than 30 days past due on December 31, 2019. On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law and this Act extended the relief for TDR treatment that was set to expire on December 31, 2020 to the earlier of 60 days after the national emergency termination date or January 1, 2022. The Corporation is applying the option under the CARES act for all loan modifications that qualify.

Recently Adopted Accounting Standards

On January 1, 2021, the Corporation adopted ASC Update 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Corporation adopted this standards update effective with its March 31, 2021 quarterly report on Form 10-Q and it did not have a material impact on the consolidated financial statements.

On January 1, 2021, the Corporation adopted ASC Update 2021-01 Reference Rate Reform (Topic 848) . This update permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of LIBOR transition affected by changes to the interest rates used for discounting, margining or contract price alignment due to reference rate reform. This update was effective upon issuance and entities may elect to apply the guidance to modifications either retrospectively, as of any date from the beginning of any interim period that includes or is subsequent to March 12, 2020, or prospectively to new modifications from any date in an interim period that includes or is subsequent to January 7, 2021. The Corporation adopted this standards update retrospectively effective with its March 31, 2021 quarterly report on Form 10-Q and the adoption did not have a material impact on the consolidated financial statements.

Reclassifications

Certain amounts in the 2020 consolidated financial statements and notes have been reclassified to conform to the 2021 presentation.

NOTE 2 – Restrictions on Cash and Cash Equivalents

The Bank 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. The FRB suspended cash reserve requirements effective March 26, 2020.

In addition, cash collateral is posted by the Corporation with counterparties to secure derivatives and other contracts. The amounts of such cash collateral as of September 30, 2021 and December 31, 2020 were $ 238.7 million and $ 408.1 million, respectively.

NOTE 3 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities for the periods presented:


	September 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(in thousands)
U.S. Government securities	$	153,493	$	—	$	( 283 )	$	153,210
U.S. Government sponsored agency securities	62,137		—		( 71 )		62,066
State and municipal securities	1,111,024		43,139		( 3,769 )		1,150,394
Corporate debt securities	354,727		14,663		( 52 )		369,338
Collateralized mortgage obligations	246,726		5,639		( 330 )		252,035
Residential mortgage-backed securities	191,623		1,669		( 3,169 )		190,123
Commercial mortgage-backed securities	827,921		10,039		( 5,922 )		832,038
Auction rate securities	76,350		—		( 1,217 )		75,133


Total	$	3,024,001	$	75,149	$	( 14,813 )	$	3,084,337

Held to Maturity

Residential mortgage-backed securities	$	410,189	$	13,803	$	( 6,514 )	$	417,478
Commercial mortgage-backed securities	506,234		—		( 13,556 )		492,678
Total	$	916,423	$	13,803	$	( 20,070 )	$	910,156


	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(in thousands)


State and municipal securities	$	891,327	$	61,286	$	—	$	952,613
Corporate debt securities	348,391		19,445		( 691 )		367,145
Collateralized mortgage obligations	491,321		12,560		( 115 )		503,766
Residential mortgage-backed securities	373,779		4,246		( 27 )		377,998
Commercial mortgage-backed securities	741,172		22,384		( 1,141 )		762,415
Auction rate securities	101,510		—		( 3,304 )		98,206
Total	$	2,947,500	$	119,921	$	( 5,278 )	$	3,062,143



Held to Maturity

Residential mortgage-backed securities	$	278,281	$	18,576	$	—	$	296,857

Securities carried at $ 2.6 billion at September 30, 2021 and $ 520.5 million at December 31, 2020 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 September 30, 2021, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.


		September 30, 2021
		Available for Sale				Held to Maturity
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	8,233	$	8,422	$	—	$	—
Due from one year to five years		246,887		247,567		—		—
Due from five years to ten years		378,245		394,995		—		—
Due after ten years		1,124,366		1,159,157		—		—
		1,757,731		1,810,141		—		—
Residential mortgage-backed securities (1)		191,623		190,123		410,189		417,478
Commercial mortgage-backed securities (1)		827,921		832,038		506,234		492,678
Collateralized mortgage obligations (1)		246,726		252,035		—		—
Total		$	3,024,001	$	3,084,337	$	916,423	$	910,156

(1) Mortgage-backed securities and collateralized mortgage obligations do not have stated maturities and are dependent upon the interest rate environment and prepayments on the underlying loans.

The following table presents information related to the gross realized gains and losses on the sales of investment securities for the periods presented:


	Gross Realized Gains		Gross Realized Losses		Net Gains
Three months ended	(in thousands)
September 30, 2021	$	—	$	—	$	—
September 30, 2020	94		( 92 )		2

Nine months ended
September 30, 2021	$	34,481	$	( 970 )	$	33,511
September 30, 2020	6,545		( 3,492 )		3,053

During the first quarter of 2021, the Corporation completed a balance sheet restructuring that included a $ 34.0 million gain on the sale of Visa Shares, offset by net losses on other securities of $ 400,000 , primarily in connection with the sale of $ 24.6 million of ARCs.

The following tables present the gross unrealized losses and estimated fair values of investment securities, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position for the periods presented:


	September 30, 2021
	Less than 12 months					12 months or longer					Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses

Available for Sale		(in thousands)
U.S. Government securities	2	$	153,210	$	( 283 )	—	$	—	$	—	$	153,210	$	( 283 )
U.S. Government sponsored agency securities	1	62,066		( 71 )		—	—		—		62,066		( 71 )
State and municipal securities	64	269,388		( 3,769 )		—	—		—		269,388		( 3,769 )
Corporate debt securities	3	13,952		( 52 )		—	—		—		13,952		( 52 )
Collateralized mortgage obligations	1	29,565		( 330 )		—	—		—		29,565		( 330 )
Residential mortgage-backed securities	6	129,507		( 2,574 )		1	17,522		( 595 )		147,029		( 3,169 )
Commercial mortgage-backed securities	26	368,338		( 5,922 )		—	—		—		368,338		( 5,922 )
Auction rate securities	—	—		—		118	75,133		( 1,217 )		75,133		( 1,217 )
Total available for sale	103	$	1,026,026	$	( 13,001 )	119	$	92,655	$	( 1,812 )	$	1,118,681	$	( 14,813 )

Held to Maturity

Residential mortgage-backed securities	12	$	193,637	$	( 6,514 )	—	$	—	$	—	$	193,637	$	( 6,514 )
Commercial mortgage-backed securities	27	452,785		( 13,556 )		—	—		—		452,785		( 13,556 )
Total	39	$	646,422	$	( 20,070 )	—	$	—	$	—	$	646,422	$	( 20,070 )


	December 31, 2020
	Less than 12 months					12 months or longer					Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Available for Sale	(in thousands)


Corporate debt securities	9	$	44,528	$	( 377 )	1	$	6,871	$	( 314 )	$	51,399	$	( 691 )
Collateralized mortgage obligations	3	57,601		( 115 )		—	—		—		57,601		( 115 )
Residential mortgage-backed securities	1	20,124		( 27 )		—	—		—		20,124		( 27 )
Commercial mortgage-backed securities	9	144,383		( 1,141 )		—	—		—		144,383		( 1,141 )
Auction rate securities	—	—		—		162	98,206		( 3,304 )		98,206		( 3,304 )
Total available for sale (1)	22	$	266,636	$	( 1,660 )	163	$	105,077	$	( 3,618 )	$	371,713	$	( 5,278 )

(1) No HTM securities were in an unrealized loss position as of December 31, 2020.

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 September 30, 2021.

Based on management’s evaluations, no ACL was required for municipal securities, corporate debt securities or ARCs as of September 30, 2021. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

NOTE 4 - Loans and Allowance for Credit Losses

Net Loans are summarized as follows:


	September 30, 2021		December 31, 2020
	(in thousands)
Real estate - commercial mortgage	$	7,145,115	$	7,105,092
Commercial and industrial (1)	4,454,059		5,670,828
Real-estate - residential mortgage	3,719,684		3,141,915
Real-estate - home equity	1,126,628		1,202,913
Real-estate - construction	1,111,487		1,047,218
Consumer	458,595		466,772
Equipment lease financing and other	266,489		284,377
Overdrafts	5,471		4,806
Gross loans	18,287,528		18,923,921
Unearned income	( 18,121 )		( 23,101 )
Net Loans	$	18,269,407	$	18,900,820

(1) Includes PPP loans totaling $ 0.6 billion and $ 1.6 billion as of September 30, 2021 and December 31, 2020, respectively.

The Corporation segments its loan portfolio by "portfolio segments," as presented in the table above. Certain portfolio segments are further disaggregated by "class segment" for the purpose of estimating credit losses.

Allowance for Credit Losses

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.

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 PD and LGD to the EAD at the loan level. In order to determine the PD, LGD, and EAD calculation inputs:

• 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.

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 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.

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.

The following table presents the components of the ACL:



	September 30, 2021		December 31, 2020
	(in thousands)
ACL - loans	$	256,727	$	277,567
ACL - OBS credit exposure	14,783		14,373
Total ACL	$	271,510	$	291,940

The following table presents the activity in the ACL:


	Three months ended September 30				Nine months ended September 30
	2021		2020			2021		2020
	(in thousands)
Balance at beginning of period	$	269,805	$	272,920		$	291,940	$	166,209
Impact of adopting CECL on January 1, 2020 (1)	—		—			—		58,348
Loans charged off	( 2,234 )		( 5,489 )			( 19,958 )		( 27,539 )
Recoveries of loans previously charged off	4,539		7,847			9,128		14,660
Net loans recovered/(charged off)	2,305		2,358			( 10,830 )		( 12,879 )
Provision for credit losses (2)	( 600 )		7,080			( 9,600 )		70,680
Balance at end of period	$	271,510	$	282,358		$	271,510	$	282,358

(1) Includes $ 12.6 million of reserves for OBS credit exposures as of January 1, 2020.

(2) Includes $ 10,000 and $ 850,000 related to OBS credit exposures for the three months ended September 30, 2021 and 2020, respectively, and includes $ 410,000 and $ 320,000 related to OBS credit exposure for the nine months ended September 30, 2021 and 2020, respectively.

The following table presents the activity in the ACL - loans by portfolio segment:


	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)
Three months ended September 30, 2021
Balance at June 30, 2021	$	95,381	$	65,404	$	12,593	$	54,188	$	12,654	$	9,401	$	5,411	$	255,032
Loans charged off	( 14 )		( 647 )		( 58 )		( 602 )		—		( 446 )		( 467 )		( 2,234 )
Recoveries of loans previously charged off	564		2,330		78		86		697		426		358		4,539
Net loans recovered (charged off)	550		1,683		20		( 516 )		697		( 20 )		( 109 )		2,305
Provision for loan losses (1)	234		( 4,196 )		( 202 )		2,557		( 930 )		( 324 )		2,251		( 610 )
Balance at September 30, 2021	$	96,165	$	62,891	$	12,411	$	56,229	$	12,421	$	9,057	$	7,553	$	256,727
Three months ended September 30, 2020
Balance at June 30, 2020	$	102,695	$	61,447	$	16,391	$	46,443	$	12,314	$	10,299	$	6,948	$	256,537
Loans charged off	( 746 )		( 2,969 )		( 393 )		( 198 )		—		( 701 )		( 483 )		( 5,490 )
Recoveries of loans previously charged off	100		2,103		44		95		4,873		447		185		7,847
Net loans recovered (charged off)	( 646 )		( 866 )		( 349 )		( 103 )		4,873		( 254 )		( 298 )		2,357
Provision for loan and lease losses (1)	9,806		( 1,743 )		256		2,013		( 2,177 )		260		( 484 )		7,931
Balance at September 30, 2020	$	111,855	$	58,838	$	16,298	$	48,353	$	15,010	$	10,305	$	6,166	$	266,825
Nine months ended September 30, 2021
Balance at December 31, 2020	$	103,425	$	74,771	$	14,232	$	51,995	$	15,608	$	10,905	$	6,631	$	277,567

Loans charged off	( 8,357 )		( 5,920 )		( 482 )		( 1,290 )		( 39 )		( 1,999 )		( 1,871 )		( 19,958 )
Recoveries of loans previously charged off	1,467		3,792		187		286		1,335		1,391		670		9,128
Net loans recovered (charged off)	( 6,890 )		( 2,128 )		( 295 )		( 1,004 )		1,296		( 608 )		( 1,201 )		( 10,830 )
Provision for loan losses (1)	( 370 )		( 9,752 )		( 1,526 )		5,238		( 4,483 )		( 1,240 )		2,123		( 10,010 )
Balance at September 30, 2021	$	96,165	$	62,891	$	12,411	$	56,229	$	12,421	$	9,057	$	7,553	$	256,727
Nine months ended September 30, 2020
Balance at December 31, 2019	$	45,610	$	68,602	$	17,744	$	19,771	$	4,443	$	3,762	$	3,690	$	163,622
Impact of adopting CECL on January 1, 2020	29,361		( 18,576 )		( 65 )		21,235		4,015		5,969		3,784		45,723
Loans charged off	( 3,925 )		( 17,348 )		( 1,138 )		( 620 )		( 17 )		( 2,788 )		( 1,704 )		( 27,540 )
Recoveries of loans previously charged off	439		6,815		305		292		4,943		1,481		385		14,660
Net loans recovered (charged off)	( 3,486 )		( 10,533 )		( 833 )		( 328 )		4,926		( 1,307 )		( 1,319 )		( 12,880 )
Provision for loan losses (1)	40,370		19,345		( 548 )		7,675		1,626		1,881		11		70,360
Balance at September 30, 2020	$	111,855	$	58,838	$	16,298	$	48,353	$	15,010	$	10,305	$	6,166	$	266,825

(1) Provision included in the table only includes the portion related to Net Loans.

Several factors as of the end of the third quarter of 2021 in comparison to the end of the fourth quarter of 2020, including improved economic conditions, reduced the level of the ACL determined to be necessary as of September 30, 2021, resulting in the negative provision for credit losses for the both the three and nine months ended September 30, 2021. The higher provision expense during the first nine months of 2020 was largely driven by the overall downturn in economic conditions due to COVID-19, resulting in higher expected future credit losses under CECL. Qualitative adjustments during the first nine months of 2020 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. These uncertainties included 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 did not appear to be fully capturing the appropriate level of risk at that time. PPP loans issued are fully guaranteed by the SBA and, as such, no ACL was recorded against the PPP loan portfolio.

Non-accrual Loans

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 31, 2020, approximately 92 % and 83 %, respectively, of loans evaluated individually for impairment with principal balances greater than or equal to $ 1.0 million, whose primary collateral consisted of 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.

The following table presents total non-accrual loans, by class segment:


	September 30, 2021						December 31, 2020
	With a Related Allowance		Without a Related Allowance		Total		With a Related Allowance		Without a Related Allowance		Total
	(in thousands)
Real estate - commercial mortgage	$	21,415	$	26,719	$	48,134	$	19,909	$	31,561	$	51,470
Commercial and industrial	14,413		15,024		29,437		13,937		18,056		31,993
Real estate - residential mortgage	34,125		1,256		35,381		24,590		1,517		26,107
Real estate - home equity	8,785		—		8,785		9,398		190		9,588
Real estate - construction	173		786		959		437		958		1,395
Consumer	263		—		263		332		—		332
Equipment lease financing and other	6,462		9,412		15,874		—		16,313		16,313
	$	85,636	$	53,197	$	138,833	$	68,603	$	68,595	$	137,198

As of September 30, 2021 and December 31, 2020, there were $ 53.2 million and $ 68.6 million, respectively, 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.

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

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

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

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

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

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the current period:


		September 30, 2021
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2021		2020		2019		2018		2017		Prior		Cost Basis		Cost Basis		Total
Real estate - construction (1)
	Pass	$	128,034	$	293,806	$	151,408	$	144,492	$	33,644	$	125,191	$	51,540	$	—	$	928,115
	Special Mention	4,995		—		5,588		—		—		8,708		—		—		19,291
	Substandard or Lower	—		—		153		—		1,928		1,145		235		—		3,461
	Total real estate - construction	133,029		293,806		157,149		144,492		35,572		135,044		51,775		—		950,867
Real estate - construction (1)
	Current period gross charge-offs	—		—		( 39 )		—		—		—		—		—		( 39 )
	Current period recoveries	—		—		39		—		—		1,296		—		—		1,335
	Total net (charge-offs) recoveries	—		—		—		—		—		1,296		—		—		1,296
Commercial and industrial
	Pass	944,250		593,100		440,777		241,747		169,970		621,558		1,134,355		—		4,145,757
	Special Mention	1,334		12,204		30,505		16,791		7,933		42,241		49,972		95		161,075
	Substandard or Lower	419		8,590		15,586		22,916		12,733		36,887		47,329		2,767		147,227
	Total commercial and industrial	946,003		613,894		486,868		281,454		190,636		700,686		1,231,656		2,862		4,454,059
Commercial and industrial
	Current period gross charge-offs	—		( 70 )		( 128 )		( 110 )		( 155 )		( 529 )		( 4,928 )		—		( 5,920 )
	Current period recoveries	—		—		78		835		335		1,739		805		—		3,792
	Total net (charge-offs) recoveries	—		( 70 )		( 50 )		725		180		1,210		( 4,123 )		—		( 2,128 )
Real estate - commercial mortgage
	Pass	680,108		959,013		915,762		629,123		725,055		2,467,159		54,023		—		6,430,243
	Special Mention	2,285		26,391		44,713		92,508		79,543		248,743		188		105		494,476
	Substandard or Lower	—		8,197		25,745		14,884		37,701		131,514		2,319		36		220,396
	Total real estate - commercial mortgage	682,393		993,601		986,220		736,515		842,299		2,847,416		56,530		141		7,145,115
Real estate - commercial mortgage
	Current period gross charge-offs	—		—		( 14 )		( 25 )		( 6,603 )		( 1,517 )		( 198 )		—		( 8,357 )
	Current period recoveries	—		—		—		—		27		1,440		—		—		1,467
	Total net (charge-offs) recoveries	—		—		( 14 )		( 25 )		( 6,576 )		( 77 )		( 198 )		—		( 6,890 )
Total
	Pass	$	1,752,392	$	1,845,919	$	1,507,947	$	1,015,362	$	928,669	$	3,213,908	$	1,239,918	$	—	$	11,504,115
	Special Mention	8,614		38,595		80,806		109,299		87,476		299,692		50,160		200		674,842
	Substandard or Lower	419		16,787		41,484		37,800		52,362		169,546		49,883		2,803		371,084
	Total	$	1,761,425	$	1,901,301	$	1,630,237	$	1,162,461	$	1,068,507	$	3,683,146	$	1,339,961	$	3,003	$	12,550,041

(1) Excludes real estate - construction - other.

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, which bases the PD on this migration.

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the prior period:


		December 31, 2020
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Real estate - construction (1)
	Pass	$	185,883	$	229,097	$	217,604	$	81,086	$	37,976	$	110,470	$	38,026	$	—	$	900,142
	Special Mention	—		—		—		—		7,047		6,212		—		—		13,259
	Substandard or Lower	—		447		—		2,000		753		1,637		632		—		5,469
	Total real estate - construction	185,883		229,544		217,604		83,086		45,776		118,319		38,658		—		918,870
Real estate - construction (1)
	Current period gross charge-offs	—		—		—		—		—		( 17 )		—		—		( 17 )
	Current period recoveries	—		—		—		—		68		5,054		—		—		5,122
	Total net (charge-offs) recoveries	—		—		—		—		68		5,037		—		—		5,105
Commercial and industrial
	Pass	2,283,533		508,541		298,567		214,089		208,549		596,646		1,278,689		—		5,388,614
	Special Mention	6,633		23,834		29,167		10,945		11,506		25,960		45,994		—		154,039
	Substandard or Lower	3,221		5,947		8,434		11,251		11,192		23,852		64,278		—		128,175
	Total commercial and industrial	2,293,387		538,322		336,168		236,285		231,247		646,458		1,388,961		—		5,670,828
Commercial and industrial
	Current period gross charge-offs	—		( 114 )		( 30 )		( 488 )		( 393 )		( 520 )		( 17,370 )		—		( 18,915 )
	Current period recoveries	—		43		486		216		162		4,531		5,958		—		11,396
	Total net (charge-offs) recoveries	—		( 71 )		456		( 272 )		( 231 )		4,011		( 11,412 )		—		( 7,519 )
Real estate - commercial mortgage
	Pass	973,664		917,510		708,946		794,955		783,094		2,213,343		53,041		404		6,444,957
	Special Mention	13,639		40,874		84,047		80,705		89,112		167,424		2,364		—		478,165
	Substandard or Lower	1,238		6,681		6,247		39,027		22,605		103,007		2,225		940		181,970
	Total real estate - commercial mortgage	988,541		965,065		799,240		914,687		894,811		2,483,774		57,630		1,344		7,105,092
Real estate - commercial mortgage
	Current period gross charge-offs	( 60 )		( 21 )		( 36 )		( 2,515 )		( 29 )		( 1,547 )		( 17 )		—		( 4,225 )
	Current period recoveries	—		6		—		—		1		1,020		—		—		1,027
	Total net (charge-offs) recoveries	( 60 )		( 15 )		( 36 )		( 2,515 )		( 28 )		( 527 )		( 17 )		—		( 3,198 )
Total
	Pass	$	3,443,080	$	1,655,148	$	1,225,117	$	1,090,130	$	1,029,619	$	2,920,459	$	1,369,756	$	404	$	12,733,713
	Special Mention	20,272		64,708		113,214		91,650		107,665		199,596		48,358		—		645,463
	Substandard or Lower	4,459		13,075		14,681		52,278		34,550		128,496		67,135		940		315,614
	Total	$	3,467,811	$	1,732,931	$	1,353,012	$	1,234,058	$	1,171,834	$	3,248,551	$	1,485,249	$	1,344	$	13,694,790

(1) Excludes real estate - construction - other.

The Corporation considers the performance of the loan portfolio and its impact on the ACL. For certain loan classes, the Corporation evaluates credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, for the periods shown:


		September 30, 2021
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2021		2020		2019		2018		2017		Prior		Cost Basis		Cost Basis		Total
Real estate - home equity
	Performing	$	24,122	$	25,743	$	6,929	$	10,265	$	8,210	$	100,740	$	935,387	$	4,161	$	1,115,557
	Nonperforming	—		—		—		16		233		2,124		8,698		—		11,071
	Total real estate - home equity	24,122		25,743		6,929		10,281		8,443		102,864		944,085		4,161		1,126,628
Real estate - home equity
	Current period gross charge-offs	—		—		( 41 )		—		—		( 171 )		( 270 )		—		( 482 )
	Current period recoveries	—		—		—		—		—		82		105		—		187
	Total net (charge-offs) recoveries	—		—		( 41 )		—		—		( 89 )		( 165 )		—		( 295 )
Real estate - residential mortgage
	Performing	1,250,164		1,178,626		385,806		129,589		220,587		517,694		—		—		3,682,466
	Nonperforming	—		6,639		1,701		3,390		2,726		22,762		—		—		37,218
	Total real estate - residential mortgage	1,250,164		1,185,265		387,507		132,979		223,313		540,456		—		—		3,719,684
Real estate - residential mortgage
	Current period gross charge-offs	—		( 626 )		( 148 )		( 125 )		( 4 )		( 387 )		—		—		( 1,290 )
	Current period recoveries	—		—		1		15		—		178		92		—		286
	Total net (charge-offs) recoveries	—		( 626 )		( 147 )		( 110 )		( 4 )		( 209 )		92		—		( 1,004 )
Consumer
	Performing	102,573		87,668		73,606		67,172		29,069		46,371		51,696		—		458,155
	Nonperforming	64		145		21		56		33		96		25		—		440
	Total consumer	102,637		87,813		73,627		67,228		29,102		46,467		51,721		—		458,595
Consumer
	Current period gross charge-offs	( 12 )		( 359 )		( 239 )		( 235 )		( 219 )		( 195 )		( 740 )		—		( 1,999 )
	Current period recoveries	—		122		103		86		129		704		247		—		1,391
	Total net (charge-offs) recoveries	( 12 )		( 237 )		( 136 )		( 149 )		( 90 )		509		( 493 )		—		( 608 )
Equipment lease financing and other
	Performing	71,134		64,931		50,952		35,124		22,960		10,985		—		—		256,086
	Nonperforming	—		—		—		—		15,718		156		—		—		15,874
	Total leasing and other	71,134		64,931		50,952		35,124		38,678		11,141		—		—		271,960
Equipment lease financing and other
	Current period gross charge-offs	( 595 )		( 1,276 )		—		—		—		—		—		—		( 1,871 )
	Current period recoveries	215		320		83		8		14		30		—		—		670
	Total net (charge-offs) recoveries	( 380 )		( 956 )		83		8		14		30		—		—		( 1,201 )
Construction - other
	Performing	80,993		69,823		4,611		5,009		—		11		—		—		160,447
	Nonperforming	—		—		—		—		173		—		—		—		173
	Total construction - other	80,993		69,823		4,611		5,009		173		11		—		—		160,620
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
	Current period recoveries	—		—		—		—		—		—		—		—		—
	Total net (charge-offs) recoveries	—		—		—		—		—		—		—		—		—
Total
	Performing	$	1,528,986	$	1,426,791	$	521,904	$	247,159	$	280,826	$	675,801	$	987,083	$	4,161	$	5,672,711
	Nonperforming	64		6,784		1,722		3,462		18,883		25,138		8,723		—		64,776
	Total	$	1,529,050	$	1,433,575	$	523,626	$	250,621	$	299,709	$	700,939	$	995,806	$	4,161	$	5,737,487


		December 31, 2020
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Real estate - home equity
	Performing	$	31,445	$	8,176	$	13,906	$	11,024	$	11,667	$	126,749	$	982,285	$	5,321	$	1,190,573
	Nonperforming	—		88		23		233		221		2,290		9,485		—		12,340
	Total real estate - home equity	31,445		8,264		13,929		11,257		11,888		129,039		991,770		5,321		1,202,913
Real estate - home equity
	Current period gross charge-offs	—		—		—		—		—		( 34 )		( 1,159 )		—		( 1,193 )
	Current period recoveries	—		—		—		—		—		138		366		—		504
	Total net (charge-offs) recoveries	—		—		—		—		—		104		( 793 )		—		( 689 )
Real estate - residential mortgage
	Performing	1,255,532		585,878		228,398		341,563		264,990		434,889		—		—		3,111,250
	Nonperforming	217		2,483		3,177		2,483		722		21,583		—		—		30,665
	Total real estate - residential mortgage	1,255,749		588,361		231,575		344,046		265,712		456,472		—		—		3,141,915
Real estate - residential mortgage
	Current period gross charge-offs	—		( 68 )		( 101 )		( 190 )		( 7 )		( 254 )		—		—		( 620 )
	Current period recoveries	—		68		16		1		1		405		—		—		491
	Total net (charge-offs) recoveries	—		—		( 85 )		( 189 )		( 6 )		151		—		—		( 129 )
Consumer
	Performing	114,399		98,587		95,072		43,334		25,804		36,086		52,698		42		466,022
	Nonperforming	168		19		124		141		114		150		34		—		750
	Total consumer	114,567		98,606		95,196		43,475		25,918		36,236		52,732		42		466,772
Consumer
	Current period gross charge-offs	( 134 )		( 542 )		( 524 )		( 444 )		( 489 )		( 769 )		( 498 )		—		( 3,400 )
	Current period recoveries	—		64		165		159		94		101		1,292		—		1,875
	Total net (charge-offs) recoveries	( 134 )		( 478 )		( 359 )		( 285 )		( 395 )		( 668 )		794		—		( 1,525 )
Equipment lease financing and other
	Performing	102,324		65,303		49,453		34,995		15,631		5,040		—		—		272,746
	Nonperforming	—		—		30		15,983		142		282		—		—		16,437
	Total leasing and other	102,324		65,303		49,483		50,978		15,773		5,322		—		—		289,183
Equipment lease financing and other
	Current period gross charge-offs	( 606 )		( 1,581 )		—		—		—		—		—		—		( 2,187 )
	Current period recoveries	185		349		21		18		11		21		—		—		605
	Total net (charge-offs) recoveries	( 421 )		( 1,232 )		21		18		11		21		—		—		( 1,582 )
Construction - other
	Performing	96,444		24,888		6,822		—		16		—		—		—		128,170
	Nonperforming	—		—		—		178		—		—		—		—		178
	Total construction - other	96,444		24,888		6,822		178		16		—		—		—		128,348
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
	Current period recoveries	—		—		—		—		—		—		—		—		—
	Total net (charge-offs) recoveries	—		—		—		—		—		—		—		—		—
Total
	Performing	$	1,600,144	$	782,832	$	393,651	$	430,916	$	318,108	$	602,764	$	1,034,983	$	5,363	$	5,168,761
	Nonperforming	385		2,590		3,354		19,018		1,199		24,305		9,519		—		60,370
	Total	$	1,600,529	$	785,422	$	397,005	$	449,934	$	319,307	$	627,069	$	1,044,502	$	5,363	$	5,229,131

The following table presents non-performing assets:


	September 30, 2021		December 31, 2020
	(in thousands)
Non-accrual loans	$	138,833	$	137,198
Loans 90 days or more past due and still accruing	11,389		9,929
Total non-performing loans	150,222		147,127
OREO (1)	1,896		4,178
Total non-performing assets	$	152,118	$	151,305

(1) Excludes $ 7.1 million and $ 8.1 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30, 2021 and December 31, 2020, respectively.

The following tables present the aging of the amortized cost basis of loans, by class segment:


	30-59		60-89		≥ 90 Days
	Days Past		Days Past		Past Due		Non-
	Due		Due		and Accruing		Accrual		Current		Total
	(in thousands)
September 30, 2021
Real estate – commercial mortgage	$	7,495	$	240	$	3,966	$	48,134	$	7,085,280	$	7,145,115
Commercial and industrial	16,134		1,366		3,261		29,437		4,403,861		4,454,059
Real estate – residential mortgage	19,365		2,974		1,695		35,381		3,660,269		3,719,684
Real estate – home equity	3,245		1,194		2,286		8,785		1,111,118		1,126,628
Real estate – construction	360		—		5		959		1,110,163		1,111,487
Consumer	2,412		475		176		263		455,269		458,595
Equipment lease financing and other	306		—		—		15,874		237,659		253,839
Total	$	49,317	$	6,249	$	11,389	$	138,833	$	18,063,619	$	18,269,407


	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Current		Total
	(in thousands)
December 31, 2020
Real estate – commercial mortgage	$	14,999	$	9,273	$	1,177	$	51,470	$	7,028,173	$	7,105,092
Commercial and industrial	11,285		1,068		616		31,993		5,625,866		5,670,828
Real estate – residential mortgage	22,281		7,675		4,687		26,107		3,081,165		3,141,915
Real estate – home equity	5,622		1,654		2,753		9,588		1,183,296		1,202,913
Real estate – construction	1,938		—		155		1,395		1,043,730		1,047,218
Consumer	3,036		501		417		332		462,486		466,772
Equipment lease financing and other	838		150		124		16,313		248,657		266,082
Total	$	59,999	$	20,321	$	9,929	$	137,198	$	18,673,373	$	18,900,820

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:


	September 30, 2021		December 31, 2020
	(in thousands)
Real estate - commercial mortgage	$	14,546	$	28,451
Commercial and industrial	6,577		6,982
Real estate - residential mortgage	13,694		18,602
Real estate - home equity	12,704		14,391
Real estate - construction	153		—
Consumer	5		—

Total accruing TDRs	47,679		68,426
Non-accrual TDRs (1)	59,802		35,755
Total TDRs	$	107,481	$	104,181

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

The following table presents TDRs, by class segment, for loans that were modified during the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30						Nine months ended September 30
	2021			2020			2021			2020
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Commercial and industrial	5	$	852	4	$	3,021	9	$	2,745	18	$	4,399
Real estate - commercial mortgage	4	9,129		5	8,394		9	16,020		12	24,868
Real estate - residential mortgage	5	1,703		8	1,351		42	12,431		48	10,516

Real estate - home equity	6	123		13	1,370		22	870		40	3,556
Real estate - construction	—	—		—	—		1	154		—	—
Consumer	—	—		3	53		—	—		11	238
Total	20	$	11,807	33	$	14,189	83	$	32,220	129	$	43,577

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 the COVID-19 pandemic and who were not delinquent at the time of the payment schedule modifications have been excluded from TDRs. As of September 30, 2021 and 2020, payment schedule modifications since the inception of this guidance having a recorded investment of $ 3.3 billion and $ 3.8 billion, respectively, were excluded from TDRs. As of September 30, 2021, $ 65.1 million in recorded investment remain in active COVID-19 deferral programs.

NOTE 5 – Mortgage Servicing Rights

The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets:


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
	(in thousands)
Amortized cost:
Balance at beginning of period	$	36,062	$	38,692	$	38,745	$	39,267
Originations of MSRs	2,637		4,319		6,905		8,569
Amortization	( 2,661 )		( 4,129 )		( 9,612 )		( 8,954 )
Balance at end of period	$	36,038	$	38,882	$	36,038	$	38,882

Valuation allowance:
Balance at beginning of period	$	( 6,600 )	$	( 7,700 )	$	( 10,500 )	$	—
Reduction (addition) to valuation allowance	3,500		( 1,500 )		7,400		( 9,200 )
Balance at end of period	$	( 3,100 )	$	( 9,200 )	$	( 3,100 )	$	( 9,200 )

Net MSRs at end of period	$	32,938	$	29,682	$	32,938	$	29,682

MSRs represent the economic value of 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 $ 4.3 billion and $ 4.7 billion as of September 30, 2021 and December 31, 2020, respectively. Actual and expected prepayments of the underlying mortgage loans can impact the fair values of the 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 $ 32.9 million and $ 28.2 million at September 30, 2021 and December 31, 2020, respectively. Based on its fair value analysis as of September 30, 2021, the Corporation determined that a $ 3.5 million decrease to the valuation allowance was required for the three months ended September 30, 2021, resulting in a total valuation allowance of $ 3.1 million as of September 30, 2021. The $ 3.5 million decrease to the valuation allowance was recorded as an increase to mortgage banking income on the consolidated statements of income for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the net $ 7.4 million decrease to the valuation allowance was recorded as an increase to mortgage banking income on the consolidated statements of income.

NOTE 6 – Derivative Financial Instruments

The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. Certain of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. The Corporation does enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Corporation elects not to apply hedge accounting.

The Corporation records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Corporation has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For derivatives where hedge accounting is applied, changes in fair value are recognized in other comprehensive income. For derivatives where hedge accounting does not apply, changes in fair value are recognized in earnings as components of interest income, 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.

For each of the derivatives, gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets. Related gains and losses on these derivative instruments are recorded in other changes, net on the consolidated statement of cash flows.

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 - Non-Designated Hedges

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. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. The Corporation’s existing credit derivatives result from participations in interest rate swaps provided by external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Corporation’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain lenders which participate in loans. The Corporation is required to clear all eligible interest rate swap contracts with a clearing agent and is subject to the regulations of the Commodity Futures Trading Commission.

Cash Flow Hedges of Interest Rate Risk

The Corporation’s objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate swaps as part of its interest rate risk management strategy. During the first quarter of 2021, the Corporation entered into interest rate swaps designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans. These hedge contracts involve the receipt of fixed-rate amounts from a counterparty in exchange for the Corporation making floating-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation’s variable-rate liabilities. During the next twelve months, the Corporation estimates that an additional $ 3.4 million will be reclassified as an increase to interest income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a 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 .

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


	September 30, 2021				December 31, 2020
	Notional Amount		Asset (Liability) Fair Value		Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	304,893	$	2,990	$	382,903	$	8,034
Negative fair values	3,366		( 18 )		3,154		( 35 )

Forward Commitments
Positive fair values	53,000		630		—		—
Negative fair values	—		—		292,262		( 2,263 )

Interest Rate Swaps with Customers
Positive fair values	3,205,646		183,850		3,834,062		330,951
Negative fair values	701,719		( 2,633 )		45,640		( 2 )

Interest Rate Swaps with Dealer Counterparties
Positive fair values	701,719		2,633		45,640		2
Negative fair values	3,205,646		( 94,235 )		3,834,062		( 165,205 )

Interest Rate Swaps used in Cash Flow Hedges
Positive fair values	400,000		377		—		—
Negative fair values	100,000		( 150 )		—		—
Foreign Exchange Contracts with Customers
Positive fair values	9,782		293		1,121		5
Negative fair values	649		( 13 )		5,963		( 275 )

Foreign Exchange Contracts with Correspondent Banks
Positive fair values	1,525		26		6,372		318
Negative fair values	10,554		( 284 )		1,422		( 5 )

The following table presents the effect of fair value and cash flow hedge accounting on AOCI:


	Amount of Gain (Loss) Recognized in OCI on Derivative		Amount of Gain (Loss) Recognized in OCI Included Component		Amount of Gain or (Loss) Recognized in OCI Excluded Component		Location of Gain or (Loss) Recognized from AOCI into Income	Amount of Gain Reclassified from AOCI into Income		Amount of Gain Reclassified from AOCI into Income Included Component		Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
	(in thousands)
Derivatives in Cash Flow Hedging Relationships:
Three months ended September 30, 2021
Interest Rate Products	$	( 280 )	$	( 280 )	$	—	Interest income	$	873	$	873	$	—
Nine months ended September 30, 2021
Interest Rate Products	$	1,215	$	1,215	$	—	Interest income	$	1,894	$	1,894	$	—

The following table presents the effect of fair value and cash flow hedge accounting:




	Consolidated Statements of Income Classification
	Interest Income
	Three months ended		Nine months ended
	September 30, 2021		September 30, 2021
	(in thousands)
Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded	$	873	$	1,894
The effects of fair value and cash flow hedging:
Gain or (loss) on cash flow hedging relationships	—		—
Interest contracts:
Amount of gain reclassified from AOCI into income	873		1,894
Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring	—		—
Amount of Gain Reclassified from AOCI into Income - Included Component	873		1,894
Amount of Gain or (Loss) Reclassified from AOCI into Income - Excluded Component	—		—

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


	Consolidated Statements of Income Classification	Three months ended September 30				Nine months ended September 30
		2021		2020		2021		2020
		(in thousands)
Mortgage banking derivatives (1)	Mortgage banking income	$	228	$	1,783	$	( 2,134 )	$	9,527

Interest rate swaps	Other expense	1,069		( 12 )		861		70

Foreign exchange contracts	Other income	( 17 )		25		( 21 )		42

Net fair value gains/(losses) on derivative financial instruments		$	1,280	$	1,796	$	( 1,294 )	$	9,639

(1) Includes interest rate locks with customers and forward commitments.

Fair Value Option

The Corporation has elected to measure mortgage loans held for sale at fair value. The following table presents a summary of mortgage loans held for sale and the impact of the fair value election on the consolidated financial statements as of the periods shown:


	September 30, 2021		December 31, 2020
	(in thousands)
Amortized cost (1)	$	42,361	$	80,662
Fair value	43,123		83,886

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

Losses related to changes in fair values of mortgage loans held for sale were $ 239,000 for the three months ended September 30, 2021 compared to gains of $ 658,000 for the three months ended September 30, 2020. During the nine months ended September 30, 2021, losses related to changes in fair values of mortgage loans held for sale were $ 2.5 million compared to $ 2.8 million for the nine months ended September 30, 2020.

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 swap agreements in the event of default. A daily settlement occurs through a clearing agent for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared daily through a clearing agent. As a result, the total fair values of interest rate swap derivative assets and liabilities recognized on the consolidated balance sheet are not equal and offsetting.

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

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

As of September 30, 2021, the fair value of derivatives were in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements and as such the Corporation did not post any collateral to its derivative counterparty.

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


	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial		Cash		Net
	Balance Sheets		Instruments (1)		Collateral (2)		Amount
	(in thousands)
September 30, 2021
Interest rate swap derivative assets	$	186,860	$	( 4,205 )	$	—	$	182,655

Foreign exchange derivative assets with correspondent banks	26		( 26 )		—		—
Total	$	186,886	$	( 4,231 )	$	—	$	182,655

Interest rate swap derivative liabilities	$	97,018	$	( 3,978 )	$	( 90,620 )	$	2,420

Foreign exchange derivative liabilities with correspondent banks	284		( 26 )		—		258
Total	$	97,302	$	( 4,004 )	$	( 90,620 )	$	2,678

December 31, 2020
Interest rate swap derivative assets	$	330,951	$	( 2 )	$	—	$	330,949
Foreign exchange derivative assets with correspondent banks	318		( 5 )		—		313
Total	$	331,269	$	( 7 )	$	—	$	331,262

Interest rate swap derivative liabilities	$	165,205	$	( 2 )	$	( 165,203 )	$	—
Foreign exchange derivative liabilities with correspondent banks	5		( 5 )		—		—
Total	$	165,210	$	( 7 )	$	( 165,203 )	$	—

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

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

NOTE 7 – Tax Credit Investments

TCIs are primarily for investments promoting qualified affordable housing projects and investments in community development entities. Investments in these projects generate a return primarily through the realization of federal income tax credits and deductions for operating losses over a specified time period.

The TCIs are included in other assets, with any unfunded equity commitments 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:


		September 30,		December 31,
		2021		2020
Included in other assets:		(in thousands)
Affordable housing tax credit investment, net		$	167,434	$	152,203
Other tax credit investments, net		47,645		59,224
	Total TCIs, net	$	215,079	$	211,427
Included in other liabilities:
Unfunded affordable housing tax credit commitments		$	54,420	$	31,562
Other tax credit liabilities		38,845		49,491
	Total unfunded tax credit commitments and liabilities	$	93,265	$	81,053

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


		Three months ended September 30				Nine months ended September 30
		2021		2020		2021		2020
Components of income taxes:		(in thousands)
Affordable housing tax credits and other tax benefits		$	( 6,515 )	$	( 7,290 )	$	( 19,546 )	$	( 21,678 )
Other tax credit investment credits and tax benefits		( 723 )		( 1,240 )		( 2,168 )		( 3,122 )
Amortization of affordable housing investments, net of tax benefit		4,344		5,024		13,033		15,071
Deferred tax expense		159		275		479		691
	Total net reduction in income tax expense	$	( 2,735 )	$	( 3,231 )	$	( 8,202 )	$	( 9,038 )
Amortization of TCIs:
Affordable housing tax credits investment		$	1,002	$	1,021	$	3,006	$	3,065
Other tax credit investment amortization		544		673		1,634		1,529
	Total amortization of TCIs	$	1,546	$	1,694	$	4,640	$	4,594

NOTE 8 – Accumulated Other Comprehensive Income (Loss)

The following table presents other comprehensive income(loss):


	Before-Tax Amount		Tax Effect		Net of Tax Amount
Three months ended September 30, 2021	(in thousands)
Unrealized loss on securities	$	( 27,975 )	$	6,353	$	( 21,622 )

Reclassification adjustment for securities gains included in net income (1)	—		—		—

Amortization of net unrealized losses on AFS securities transferred to HTM (2)	824		( 187 )		637
Net unrealized losses on interest rate swaps used in cash flow hedges (3)	( 1,153 )		262		( 891 )



Amortization of net unrecognized pension and postretirement items (4)	371		( 81 )		290
Total OCI	$	( 27,933 )	$	6,347	$	( 21,586 )
Three months ended September 30, 2020
Unrealized gain on securities	$	5,565	$	( 1,232 )	$	4,333

Reclassification adjustment for securities gains included in net income (1)	( 2 )		1		( 1 )
Amortization of net unrealized losses on AFS securities transferred to HTM (2)	1,192		( 264 )		928



Amortization of net unrecognized pension and postretirement items (4)	329		( 73 )		255
Total OCI	$	7,083	$	( 1,568 )	$	5,515

Nine months ended September 30, 2021
Unrealized loss on securities	$	( 20,796 )	$	4,723	$	( 16,073 )

Reclassification adjustment for securities gains included in net income (1)	( 33,511 )		7,610		( 25,901 )

Amortization of net unrealized losses on AFS securities transferred to HTM (2)	2,787		( 633 )		2,154


Net unrealized gain on interest rate swaps used in cash flow hedges (3)	( 678 )		154		( 524 )
Amortization of net unrecognized pension and postretirement items (3)	1,111		( 243 )		868
Total OCI	$	( 51,087 )	$	11,611	$	( 39,476 )

Nine months ended September 30, 2020
Unrealized gain on securities (4)	$	72,146	$	( 15,960 )	$	56,186
Reclassification adjustment for securities gains included in net income (1)	( 3,053 )		676		( 2,377 )


Amortization of net unrealized losses on AFS securities transferred to HTM (2)	3,232		( 715 )		2,517



Amortization of net unrecognized pension and postretirement items (3)	984		( 219 )		765
Total OCI	$	73,309	$	( 16,218 )	$	57,091

(1) Amounts reclassified out of AOCI. 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. Before-tax amounts included as a reduction to "Interest Income" on the Consolidated Statements of Income.

(3) Amounts reclassified out of AOCI. Before-tax amounts included in "Interest Income" on the Consolidated Statements of Income.

(4) Amounts reclassified out of AOCI. Before-tax amounts included in "Salaries and employee benefits" on the Consolidated Statements of Income. See Note 12, "Employee Benefit Plans," for additional details.

The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax:


	Unrealized Gains (Losses) on Investment Securities		Net Unrealized (Loss) Gain on Interest Rate Swaps used in Cash Flow Hedges		Unrecognized Pension and Postretirement Plan Income (Costs)		Total
	(in thousands)
Three months ended September 30, 2021
Balance at June 30, 2021	$	62,769	$	367	$	( 15,935 )	$	47,201
OCI before reclassifications	( 21,622 )		—		—		( 21,622 )
Amounts reclassified from AOCI	—		( 891 )		290		( 601 )
Amortization of net unrealized losses on AFS securities transferred to HTM	637		—		—		637

Balance at September 30, 2021	$	41,784	$	( 524 )	$	( 15,645 )	$	25,615
Three months ended September 30, 2020
Balance at June 30, 2020	$	65,930	$	—	$	( 14,491 )	$	51,439
OCI before reclassifications	4,333		—		—		4,333
Amounts reclassified from AOCI	—		—		255		255
Amortization of net unrealized losses on AFS securities transferred to HTM	928		—		—		928

Balance at September 30, 2020	$	71,190	$	—	$	( 14,236 )	$	56,954

Nine months ended September 30, 2021
Balance at December 31, 2020	$	81,604	$	—	$	( 16,513 )	$	65,091
OCI before reclassifications	( 16,073 )		—		—		( 16,073 )
Amounts reclassified from AOCI	( 25,901 )		( 524 )		868		( 25,557 )
Amortization of net unrealized losses on AFS securities transferred to HTM	2,154		—		—		2,154

Balance at September 30, 2021	$	41,784	$	( 524 )	$	( 15,645 )	$	25,615
Nine months ended September 30, 2020
Balance at December 31, 2019	$	14,864	$	—	$	( 15,001 )	$	( 137 )
OCI before reclassifications	56,186		—		—		56,186
Amounts reclassified from AOCI	( 2,377 )		—		765		( 1,612 )
Amortization of net unrealized losses on AFS securities transferred to HTM	2,517		—		—		2,517

Balance at September 30, 2020	$	71,190	$	—	$	( 14,236 )	$	56,954

NOTE 9 – Fair Value Measurements

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

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

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

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

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


	September 30, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	43,123	$	—	$	43,123
Available for sale investment securities:

U.S. Government securities	153,210		—		—		153,210
U.S. Government sponsored agency securities	—		62,066		—		62,066
State and municipal securities	—		1,150,394		—		1,150,394
Corporate debt securities	—		369,338		—		369,338
Collateralized mortgage obligations	—		252,035		—		252,035
Residential mortgage-backed securities	—		190,123		—		190,123
Commercial mortgage-backed securities	—		832,038		—		832,038
Auction rate securities	—		—		75,133		75,133
Total available for sale investment securities	153,210		2,855,994		75,133		3,084,337
Other assets:
Investments held in Rabbi Trust	27,015		—		—		27,015
Derivative assets	319		190,480		—		190,799
Total assets	$	180,544	$	3,089,597	$	75,133	$	3,345,274
Other liabilities:
Deferred compensation liabilities	$	27,015	$	—	$	—	$	27,015
Derivative liabilities	297		97,036		—		97,333
Total liabilities	$	27,312	$	97,036	$	—	$	124,348


	December 31, 2020
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	83,886	$	—	$	83,886
Available for sale investment securities:



State and municipal securities	—		952,613		—		952,613
Corporate debt securities	—		367,145		—		367,145
Collateralized mortgage obligations	—		503,766		—		503,766
Residential mortgage-backed securities	—		377,998		—		377,998
Commercial mortgage-backed securities	—		762,415		—		762,415
Auction rate securities	—		—		98,206		98,206
Total available for sale investment securities	—		2,963,937		98,206		3,062,143
Other assets:
Investments held in Rabbi Trust	24,383		—		—		24,383
Derivative assets	323		338,987		—		339,310
Total assets	$	24,706	$	3,386,810	$	98,206	$	3,509,722
Other liabilities:
Deferred compensation liabilities	$	24,383	$	—	$	—	$	24,383
Derivative liabilities	280		167,505		—		167,785
Total liabilities	$	24,663	$	167,505	$	—	$	192,168

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 September 30, 2021 and December 31, 2020 were based on the price that secondary market investors were offering for loans with similar characteristics. See "Note 6 - Derivative Financial Instruments" for details related to the Corporation’s election to measure assets and liabilities at fair value.

Available for sale investment securities – Included in this asset category are debt securities. Level 2 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.

• U.S. Government securities – These securities are classified as Level 1. Fair values are based on quoted prices with active markets.

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

• Corporate debt securities – This category consists of subordinated debt and senior debt issued by financial institutions ($ 366.6 million at September 30, 2021 and $ 362.8 million at December 31, 2020) and other corporate debt issued by non-financial institutions ($ 2.8 million at September 30, 2021 and $ 4.4 million at December 31, 2020).

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

Investments held in Rabbi Trust – This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.

Derivative assets – Fair value of foreign currency exchange contracts classified as Level 1 assets ($ 0.3 million at September 30, 2021 and December 31, 2020). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($ 3.6 million at September 30, 2021 and $ 8.0 million at December 31, 2020) and the fair value of interest rate swaps ($ 186.9 million at September 30, 2021 and $ 331.0 million at December 31, 2020). The fair values of the Corporation’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 6 - 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 ($ 0.3 million at September 30, 2021 and December 31, 2020).

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 ($ 18 thousand at September 30, 2021 and $ 2.3 million at December 31, 2020) and the fair value of interest rate swaps ($ 97.0 million at September 30, 2021 and $ 165.2 million at December 31, 2020).

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

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


		Single-issuer Trust Preferred Securities		ARCs
Three months ended September 30, 2021	(in thousands)
Balance at June 30, 2021		$	—	$	74,834


Unrealized adjustment to fair value (1)		—		299


Balance at September 30, 2021		$	—	$	75,133

Three months ended September 30, 2020
Balance at June 30, 2020		$	—	$	100,859
Sales		—		—

Unrealized adjustment to fair value (1)		—		( 2,869 )


Balance at September 30, 2020		$	—	$	97,990

Nine months ended September 30, 2021
Balance at December 31, 2020		$	—	$	98,206
Sales		—		( 24,619 )

Unrealized adjustment to fair value (1)		—		1,546


Balance at September 30, 2021		$	—	$	75,133

Nine months ended September 30, 2020
Balance at December 31, 2019		$	2,400	$	101,926
Sales		( 2,160 )		—

Unrealized adjustment to fair value (1)		( 242 )		( 3,936 )

Discount accretion		2		—
Balance at September 30, 2020		$	—	$	97,990

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

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


	September 30, 2021		December 31, 2020
	(in thousands)
Loans, net	$	113,261	$	116,584
OREO	1,896		4,178
MSRs (1)	32,938		28,245
Total assets	$	148,095	$	149,007

(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at the lower of amortized cost or fair value. See "Note 5 - Mortgage Servicing Rights" for additional information.

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

• Net Loans – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.

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

• MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified 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 September 30, 2021 valuation were 15.9 % and 9.0 %, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 5 - Mortgage Servicing Rights," for additional information.

In 2007, the Corporation received the Visa Shares in connection with a corporate restructuring undertaken by Visa, Inc. in contemplation of its initial public offering. These securities were considered equity securities without readily determinable fair values. As such, the approximately 133,000 Visa Shares owned were carried at a zero cost basis. During the first quarter of 2021, the Corporation sold all of its Visa Shares and recognized a $ 34.0 million gain.

The following tables present the carrying amounts and estimated fair values of the Corporation’s financial instruments for the current period. A general description of the methods and assumptions used to estimate such fair values follows:


	September 30, 2021
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	2,471,009	$	2,471,009	$	—	$	—	$	2,471,009
FRB and FHLB stock	61,293		—		61,293		—		61,293
Loans held for sale	43,123		—		43,123		—		43,123
AFS securities	3,084,337		153,210		2,855,994		75,133		3,084,337
HTM securities	916,423		—		910,156		—		910,156
Net Loans	18,012,680		—		—		17,434,206		17,434,206
Accrued interest receivable	57,902		57,902		—		—		57,902
Other assets	517,140		291,826		190,480		34,834		517,140
FINANCIAL LIABILITIES
Demand and savings deposits	$	20,022,870	$	20,022,870	$	—	$	—	$	20,022,870
Brokered deposits	262,617		242,617		20,732		—		263,349
Time deposits	1,788,554		—		1,795,084		—		1,795,084
Short-term borrowings	468,967		468,967		—		—		468,967
Accrued interest payable	5,202		5,202		—		—		5,202
Long-term borrowings	627,386		—		614,866		—		614,866
Other liabilities	325,361		213,542		97,036		14,783		325,361


	December 31, 2020
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	1,847,832	$	1,847,832	$	—	$	—	$	1,847,832
FRB and FHLB stock	92,129		—		92,129		—		92,129
Loans held for sale	83,886		—		83,886		—		83,886
AFS securities	3,062,143		—		2,963,937		98,206		3,062,143
HTM securities	278,281		—		296,857		—		296,857
Net Loans	18,623,253		—		—		18,354,532		18,354,532
Accrued interest receivable	72,942		72,942		—		—		72,942
Other assets	650,425		279,015		338,987		32,423		650,425
FINANCIAL LIABILITIES
Demand and savings deposits	$	18,279,358	$	18,279,358	$	—	$	—	$	18,279,358
Brokered deposits	335,185		295,185		41,206		—		336,391
Time deposits	2,224,664		—		2,246,457		—		2,246,457
Short-term borrowings	630,066		630,066		—		—		630,066
Accrued interest payable	10,365		10,365		—		—		10,365
Long-term borrowings	1,296,263		—		1,332,041		—		1,332,041
Other liabilities	338,747		156,869		167,505		14,373		338,747

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

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

The following instruments are predominantly short-term:


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

FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets, which is a reasonable estimate of fair value.

As of September 30, 2021, 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 10 – Net Income Per Share

Basic net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.

Diluted net income per 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 shares outstanding used to calculate basic and diluted net income per share follows (in thousands, except per share data):


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Weighted average shares outstanding (basic)	162,506		162,061		162,577		162,416
Impact of common stock equivalents	950		518		1,057		667
Weighted average shares outstanding (diluted)	163,456		162,579		163,634		163,083
Per share:
Basic	$	0.45	$	0.38	$	1.27	$	0.78
Diluted	0.45		0.38		1.26		0.78

NOTE 11 – Stock-Based Compensation

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

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

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

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

As of September 30, 2021, the Employee Equity Plan had 9.7 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 111,000 shares reserved for future grants through 2029.

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


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
	(in thousands)
Compensation expense	$	2,192	$	1,875	$	6,192	$	5,403
Tax benefit	( 481 )		( 397 )		( 1,352 )		( 1,144 )
Stock-based compensation expense, net of tax benefit	$	1,711	$	1,478	$	4,840	$	4,259

NOTE 12 – Employee Benefit Plans

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


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
	(in thousands)

Interest cost	$	561	$	681	$	1,683	$	2,043
Expected return on plan assets	( 1,011 )		( 982 )		( 3,033 )		( 2,946 )
Net amortization and deferral	504		465		1,513		1,395
Net periodic pension cost	$	54	$	164	$	163	$	492

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


	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
	(in thousands)
Interest cost	$	8	$	11	$	24	$	33

Net accretion and deferral	( 134 )		( 137 )		( 402 )		( 411 )
Net periodic benefit	$	( 126 )	$	( 126 )	$	( 378 )	$	( 378 )

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

NOTE 13 – Commitments and Contingencies

Commitments

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

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

The Corporation records a reserve for unfunded lending commitments, included in ACL - OBS credit exposures, which represents management’s estimate of credit losses associated with unused commitments to extend credit and letters of credit. As of September 30, 2021 and December 31, 2020, the ACL - OBS credit exposures for unfunded lending commitments was $ 10.5 million and $ 9.1 million, respectively. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.

The following table presents the Corporation's commitments to extend credit and letters of credit:


	September 30, 2021		December 31, 2020
	(in thousands)
Commitments to extend credit	$	9,083,877	$	8,651,055
Standby letters of credit	302,834		298,750
Commercial letters of credit	56,387		56,229

Residential Lending

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

The Corporation maintains a reserve for estimated losses related to loans sold to investors in other liabilities. As of September 30, 2021 and December 31, 2020, the total reserve for losses on residential mortgage loans sold was $ 1.1 million, including reserves for both representation and warranty and credit loss exposures. In addition, a component of ACL - OBS credit exposures of $ 4.3 million and $ 5.3 million, as of September 30, 2021 and December 31, 2020, respectively, related to additional credit exposures for potential loan repurchases.

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 restrictions, 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"). In September 2021, a magistrate judge for the Court issued a Report and Recommendation recommending that the Court grant preliminary approval of the Motion. The Corporation is not able to provide any assurance that the Court will grant the Motion. If the Court does grant the Motion, the 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 14 – Long-Term Borrowings

On March 30, 2021, pursuant to a cash tender offer, the Corporation purchased $ 75.0 million and $ 60.0 million of its subordinated notes which mature on November 15, 2024 and its senior notes which mature on March 16, 2022, respectively. The subordinated notes carry a fixed rate of 4.50 % and an effective rate of 4.87 % and the senior notes carry a fixed rate of 3.60 % and an effective rate of 3.95 %. The Corporation incurred $ 11.3 million in debt extinguishment costs and expensed $ 841,000 of unamortized discount costs. In addition, during the first quarter of 2021, the Corporation prepaid $ 536.0 million of long-term FHLB advances and incurred $ 20.9 million in prepayment penalties.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("Management’s Discussion") relates to Fulton Financial Corporation, 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 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 or restrictions, 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;

• 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 and related government policies 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;

• 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.

Additional information regarding these as well as other factors that could affect future financial results can be found in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 and elsewhere in this Report, including in Note 13 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

Overview

The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans, investments and other interest-earning assets, and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is 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, or 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:


	Three months ended September 30						Nine months ended September 30
	2021			2020			2021			2020


Net income available to common shareholders (in thousands)	$	73,021		$	61,611		$	205,896		$	127,213
Diluted net income available to common shareholders per share	$	0.45		$	0.38		$	1.26		$	0.78
Return on average assets, annualized	1.13		%	0.97		%	1.09		%	0.71		%
Return on average common shareholders' equity, annualized	10.64		%	10.32		%	10.28		%	7.26		%
Return on average common shareholders' equity (tangible), annualized (1)	14.56		%	13.35		%	21.36		%	9.44		%
Net interest margin (2)	2.82		%	2.70		%	2.78		%	2.90		%
Efficiency ratio (1)	60.3		%	62.0		%	62.3		%	64.2		%
Non-performing assets to total assets	0.58		%	0.57		%	0.58		%	0.57		%
Annualized net charge-offs to average loans	(0.05)		%	(0.05)		%	0.08		%	0.10		%

(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" at the end of this "Overview" section of Management’s Discussion.

(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

Beginning in 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, in turn, disrupted 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 elevated levels of unemployment and changes in consumer behavior, as well as disruptions in national and global supply chains, 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.

While economic activity has rebounded as much of the national economy has “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 and the Corporation’s customers, vendors and counterparties. 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 or the emergence of more virulent COVID-19 variants, and the actions taken to respond to any such future developments. Moreover, although multiple COVID-19 vaccines have received regulatory approval and are currently being distributed, there remains uncertainty regarding how broadly these vaccines will be accepted 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 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.

As the COVID-19 pandemic unfolded in the first quarter of 2020, a significant portion of the Corporation’s employees 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. During the fourth quarter of 2021, the Corporation plans to transition the majority of its employees currently working remotely to onsite or hybrid onsite-remote working arrangements.

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 that meet eligibility requirements in order to keep their workers on the payroll and fund specified operating expenses. Subsequent legislation extended the authority of the SBA to guaranty loans under the PPP through August 8, 2020. In December 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act reauthorized the SBA to guarantee loans under the PPP through March 31, 2021, and the PPP Extension Act of 2021 extended that authorization through June 30, 2021 for applications received by the SBA prior to June 1, 2021. From the inception of the PPP through September 30, 2021, the Corporation funded a total of approximately $2.7 billion of loans under the PPP. Through September 30, 2021, a total of $2.1 billion of those PPP loans have qualified for loan forgiveness and have been repaid by the SBA.

A series of 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 and, together with other factors, have contributed to significant growth in the Corporation’s customer deposit balances since the pandemic began. 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. Further, if economic activity continues to recover, and consumer spending and business investment increase, customers may be less likely to maintain deposit balances with the Corporation at recent levels, which might require the Corporation to increase its reliance on alternative or higher-cost sources of funding.

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 continue to exhibit signs of recovery, 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. See additional discussion in "Results of Operations" and "Financial Condition" of Management's Discussion.

Financial Highlights

Following is a summary of the financial highlights for the three and nine months ended September 30, 2021 :

• Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $73.0 million for the three months ended September 30, 2021, an $11.4 million increase compared to $61.6 million for the same period of 2020. Diluted net income per share was $0.45, a $0.07 increase compared to the same period in 2020. The increase in net income during the third quarter of 2021 was primarily a result of a negative provision for credit losses and an increase in net interest income, partially offset by lower non-interest income, higher non-interest expenses, higher income taxes and the preferred stock dividend as discussed below.

Net income available to common shareholders was $205.9 million for the nine months ended September 30, 2021, a $78.7 million increase compared to $127.2 million for the same period of 2020. Diluted net income per share was $1.26, a $0.48 increase compared to the same period in 2020. The increase in net income during the nine months ended September 30, 2021 was primarily a result of a negative provision for credit losses, and increases in net interest income, non-interest income and net investment securities gains, partially offset by higher non-interest expenses, higher income taxes and the preferred stock dividend as discussed below.

• Net Interest Income - Net interest income increased $17.2 million, or 11.1%, for the three months ended September 30, 2021 and increased $30.5 million, or 6.5%, for the nine months ended September 30, 2021 compared to the same periods in 2020. The increases resulted from PPP loan fee income, reduced long-term borrowings, lower rates on interest-bearing liabilities and higher volumes of interest-earning assets, primarily loans, partially offset by lower yields on interest-earning assets. Overall, the net interest margin increased 12 bp for the three months ended September 30, 2021 and decreased 12 bp for the nine months ended September 30, 2021, respectively compared to the same periods in 2020.

◦ Net Interest Margin - For the three months ended September 30, 2021, the increase in the net interest margin compared to the same period in 2020 reflected an increase in PPP loan fee income and the net impact of a decrease in cost of funds by 23 bp, partially offset by a decrease in yields on interest earning assets of 10 bp. For the nine months ended September 30, 2021, the decrease in the net interest margin reflected the net impact of a decrease in yields of interest-earning assets of 41 bp, partially offset by a 30 bp decrease in the cost of funds.

◦ Loan Growth - Average Net Loans decreased by $0.5 billion, or 2.5%, and increased by $0.7 billion, or 4.1%, for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The decrease for the three months ended September 30, 2021 was driven largely by the forgiveness of PPP loans. The increase for the nine months ended September 30, 2021 was driven largely by the issuance of PPP loans and growth in the real estate commercial and residential mortgage portfolios.

◦ Deposit Growth - Average deposits grew $1.7 billion, or 8.5%, and $2.7 billion, or 14.5%, for the three and nine months ended September 30, 2021, respectively compared to the same periods in 2020. The increases were driven by growth in all deposit categories except time deposits and brokered deposits. The increases in average total demand and savings accounts were driven by strong customer liquidity.

• Provision for Credit Losses - The provision for credit losses was a negative $0.6 million and a negative $9.6 million for the three and nine months ended September 30, 2021, respectively, reflecting decreases of $7.7 million and $80.3 million, respectively, from the same periods of 2020. As of September 30, 2021, improved economic forecasts and other factors compared to those as of both June 30, 2021 and December 31, 2020, reduced the level of the ACL determined to be necessary at the end of the third quarter of 2021. The higher provision for credit losses for the three and nine months ended September 30, 2020 were primarily driven by the assessment of the estimated impacts of COVID-19, as reflected in economic forecasts, on the level of expected credit losses.

• Asset Quality - Non-performing assets increased $0.8 million, or 0.5%, as of September 30, 2021 compared to December 31, 2020, and were 0.58% of total assets as of those dates. Annualized net charge-offs to average loans outstanding were (0.05)% for the three months ended September 30, 2021 unchanged from the same period in 2020. For the nine months ended September 30, 2021 and 2020, annualized net charge-offs to average loans outstanding were 0.08% and 0.10%, respectively.

• Balance Sheet Restructuring - During the first quarter of 2021, the Corporation completed a balance sheet restructuring that included a $34.0 million gain on sale of Visa Shares, offset by other securities losses of $400,000, debt extinguishment costs of $32.6 million and a write-off of $841,000 recognized in net interest income in connection with the cash tender offer for certain of its outstanding senior and subordinated notes and the prepayment of certain term FHLB advances. See Note 14, "Long-Term Debt," in the Notes to Consolidated Financial Statements for further details on the tender for certain outstanding senior and subordinated notes.

• Non-interest Income - For the three months ended September 30, 2021, non-interest income, excluding net investment securities gains, decreased $0.7 million, or 1.1%, as compared to the same period in 2020. The decrease in the 2021 period was primarily the result of mortgage banking income, which decreased $7.3 million, driven by a reductions in both the volume of mortgage loans sold and the gain-on-sale spreads of mortgages sold. Partially offsetting this decrease were wealth management fees, which increased $3.6 million, or 24.0%, resulting from an increase in client asset levels and overall market performance, and higher consumer banking revenues.

For the nine months ended September 30, 2021, non-interest income, excluding net investment securities gains, increased $5.6 million, or 3.3%, as compared to the same period in 2020. The increase in the 2021 period was primarily the result of wealth management fees, which increased $10.1 million, or 23.3%, resulting from an increase in client asset levels and overall market performance and consumer banking revenues, partially offset by lower

commercial banking income, decreases in mortgage banking income and capital markets income, consisting primarily of fees earned on commercial loan interest rate swaps.

• Non-interest Expense - Non-interest expense increased $5.5 million, or 3.9%, for the three months ended September 30, 2021 compared to the same period in 2020. The increase during the quarter was largely driven by higher salaries and employee benefits, state taxes and data processing and software costs, partially offset by lower occupancy costs, equipment costs and professional fees.

Non-interest expense increased $39.1 million, or 9.2%, for the nine months ended September 30, 2021 compared to the same period in 2020. The increase was largely driven by debt extinguishment costs recorded in the first quarter of 2021, in connection with the balance sheet restructuring discussed above, compared to $2.9 million of debt extinguishment costs recognized in the nine months ended September 30, 2020. Higher data processing and software, state taxes and other outside services also contributed to the increase, partially offset by lower professional fees.

In 2020, the Corporation completed a strategic operating expense review, which resulted in a number of cost-saving initiatives that were expected to result in annual expense savings of $25 million, these expense reductions were fully realized on annualized basis by the end of the second quarter of 2021. The expense reductions occurred primarily within salaries and employee benefits and net occupancy expense categories. The Corporation has been reinvesting a portion of the cost savings to accelerate digital transformation initiatives.

• Income Taxes - Income tax expense for the three months ended September 30, 2021 was $14.3 million, a $4.7 million increase from $9.5 million for the same period in 2020. The Corporation’s ETR was 15.9% for the three months ended September 30, 2021, compared to 13.4% in the same period of 2020. Income tax expense for the nine months ended September 30, 2021 was $40.2 million, a $21.3 million increase from $18.8 million for the same period in 2020. The Corporation’s ETR was 15.8% for the nine months ended September 30, 2021, compared to 12.9% in the same period of 2020. The increase in income tax expense primarily resulted from an increase in income before taxes, while net favorable permanent differences were relatively the same compared to the same periods of 2020. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.

Supplemental Reporting of Non-GAAP Based Financial Measures

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


	Three months ended September 30						Nine months ended September 30
	2021			2020			2021			2020
	(dollars in thousands)
Return on average common shareholders' equity (tangible)
Net income available to common shareholders	$	73,021		$	61,611		$	205,896		$	127,213
Plus: Intangible amortization, net of tax	118			103			349			312
Numerator	$	73,139		$	61,714		$	206,245		$	127,525

Average common shareholders' equity	$	2,722,833		$	2,374,091		$	2,676,762		$	2,340,204
Less: Average goodwill and intangible assets	(536,772)			(534,971)			(536,615)			(535,103)
Less: Average preferred stock	(192,878)			—			(192,878)			—
Denominator	$	1,993,183		$	1,839,120		$	1,947,269		$	1,805,101

Return on average common shareholders' equity (tangible), annualized	14.56		%	13.35		%	21.36		%	9.44		%

Efficiency ratio
Non-interest expense	$	144,596		$	139,145		$	463,811		$	424,705
Less: Debt extinguishment cost	—			—			(32,575)			(2,878)
Less: Amortization of tax credit investments	(1,546)			(1,694)			(4,640)			(4,594)
Less: Intangible amortization	(150)			(132)			(443)			(397)
Numerator	$	142,900		$	136,519		$	426,153		$	416,036

Net interest income	$	171,270		$	154,116		$	498,118		$	467,616
Tax equivalent adjustment (1)	3,114			2,990			9,111			9,315
Plus: Total non-interest income	62,577			63,249			209,864			173,813
Less: Investment securities gains, net	—			(2)			(33,511)			(3,053)
Denominator	$	236,961		$	220,353		$	683,582		$	647,691

Efficiency ratio	60.3		%	62.0		%	62.3		%	64.2		%

(1) Calculated using a 21% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion and Analysis.

Three months ended September 30, 2021 compared to the three months ended September 30, 2020

Net Interest Income

FTE net interest income increased $17.3 million, to $174.4 million, for the three months ended September 30, 2021, from $157.1 million in the same period in 2020. The NIM increased 12 bp, to 2.82%, compared to 2.70% for the same period in 2020. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.


	Three months ended September 30
	2021						2020
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net Loans (1)	$	18,414,153	$	163,343	3.53	%	$	18,880,519	$	160,344	3.38	%
Taxable investment securities (2)	2,785,828		13,757		1.80		2,011,893		13,150		2.61
Tax-exempt investment securities (2)	1,035,685		7,906		3.05		861,764		6,899		3.19

Total investment securities	3,821,513		21,663		2.27		2,873,657		20,049		2.79
Loans held for sale	36,427		299		3.28		79,999		728		3.64
Other interest-earning assets	2,301,326		1,888		0.18		1,387,327		1,028		0.30
Total interest-earning assets	24,573,419		187,193		3.03		23,221,502		182,149		3.13
Noninterest-earning assets:
Cash and due from banks	200,315						138,567
Premises and equipment	228,861						239,183
Other assets	1,695,767						1,835,190
Less: ACL - loans (3)	(257,486)						(264,934)
Total Assets	$	26,440,876					$	25,169,508
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	6,168,908	$	814	0.05	%	$	5,591,548	$	1,913	0.14	%
Savings deposits	6,392,537		1,054		0.07		5,716,050		2,347		0.16
Brokered deposits	270,168		229		0.34		314,721		440		0.56
Time deposits	1,852,223		4,428		0.95		2,495,445		9,931		1.58
Total interest-bearing deposits	14,683,836		6,525		0.18		14,117,764		14,631		0.41
Short-term borrowings	494,811		131		0.11		613,127		370		0.24
Long-term borrowings	627,300		6,153		3.92		1,295,515		10,042		3.10
Total interest-bearing liabilities	15,805,947		12,809		0.32		16,026,406		25,043		0.62
Noninterest-bearing liabilities:
Demand deposits	7,439,644						6,270,683
Other liabilities	472,452						498,328
Total Liabilities	23,718,043						22,795,417
Total Deposits/Cost of deposits	22,123,480				0.12		20,388,447				0.29
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds	23,245,591				0.22		22,297,089				0.45
Shareholders’ equity	2,722,833						2,374,091
Total Liabilities and Shareholders’ Equity	$	26,440,876					$	25,169,508
Net interest income/FTE NIM			174,384		2.82	%			157,106		2.70	%
Tax equivalent adjustment			(3,114)						(2,990)
Net interest income			$	171,270					$	154,116

(1) Average balance includes non-performing loans.

(2) Balances include amortized historical cost for AFS. 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.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in rates for the three months ended September 30, 2021 in comparison to the same period in 2020:


	2021 vs. 2020 Increase (Decrease) due to change in
	Volume		Rate		Net
	(in thousands)
FTE Interest income on:
Net Loans (1)	$	(4,033)	$	7,032	$	2,999
Taxable investment securities	4,883		(4,276)		607
Tax-exempt investment securities	1,327		(320)		1,007

Loans held for sale	(363)		(66)		(429)
Other interest-earning assets	1,057		(197)		860
Total interest income	$	2,871	$	2,173	$	5,044
Interest expense on:
Demand deposits	$	199	$	(1,298)	$	(1,099)
Savings deposits	226		(1,519)		(1,293)
Brokered deposits	(56)		(155)		(211)
Time deposits	(2,161)		(3,342)		(5,503)
Short-term borrowings	(63)		(176)		(239)
Long-term borrowings	(6,111)		2,222		(3,889)
Total interest expense	$	(7,966)	$	(4,268)	$	(12,234)

(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 direct changes that are attributable to each component.

The general level of interest rates has remained at or near historic lows since March 2020 as a result of the FOMC reducing the Fed Funds Rate to near zero and taking other monetary policy actions in response to COVID-19. As summarized in the preceding table, the $5.0 million increase in FTE interest income was due to $1.4 billion, or 5.8%, increase in average interest-earning assets, primarily investment securities and other interest-earned assets, which contributed $2.9 million to FTE interest income, and a 15 bp increase in yield on net loans, which was partially offset by a decrease in yield of 81 bp on taxable investments securities, which contributed $2.2 million to FTE interest income. Adjustable rate loans reprice on dates specified in the loan agreements, which may be later than the date the Fed Funds Rate and related loan index rates increase or decrease. As a result, the impact of changes in index rates, primarily the prime rate and LIBOR, on adjustable rate loans may not be fully realized until future periods.

Interest expense decreased $12.2 million primarily due to the 30 bp decrease in the rate on average interest-bearing liabilities. The rates on average interest-bearing demand deposits and savings deposits each decreased 9 bp which contributed $1.3 million and $1.5 million to the decrease in interest expense, respectively. The cost of average time deposits decreased 63 bp and the average balance of time deposits decreased $643.2 million, which contributed $3.3 million and $2.2 million to the decrease in interest expense, respectively. In addition, the $668.2 million decrease in average long-term borrowings resulted in a $6.1 million decrease in interest expense, partially offset by the 82 bp increase in the average rate on long-term borrowings, which contributed $2.2 million of additional interest expense. As discussed in the "Overview" section of Management's Discussion, the Corporation completed a balance sheet restructuring in March of 2021, which included the prepayment of $536.0 million of FHLB advances and the cash tender offer for $75.0 million and $60.0 million of subordinated debt and senior notes, respectively.

In 2014, the Financial Stability Oversight Council and Financial Stability Board raised concerns about the reliability and robustness of LIBOR and called for the development of alternative interest rate benchmarks. The ARRC, through authority from the Federal Reserve, have selected SOFR as the alternative rate and developed a transition plan from LIBOR. As a result, the Corporation is reaching out to certain borrowers to refinance or modify their loans to avoid any uncertainty around the LIBOR transition. Effective October 1, 2021, the Corporation ceased originating new LIBOR-based loans. Additionally, the Corporation has begun to issue SOFR based loans.

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


	Three months ended September 30								Increase (Decrease)
	2021				2020				in Balance
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,134,177	3.11	%	$	6,986,528	3.27	%	$	147,649	2.1	%
Commercial and industrial (1)	4,729,385		2.79		5,983,872		2.53		(1,254,487)		(21.0)
Real estate – residential mortgage	3,642,822		3.39		2,975,516		3.73		667,306		22.4
Real estate – home equity	1,128,076		3.68		1,237,602		3.87		(109,526)		(8.8)
Real estate – construction	1,085,846		3.13		981,589		3.84		104,257		10.6
Consumer	452,844		4.00		464,851		4.07		(12,007)		(2.6)
Equipment lease financing	247,776		3.88		279,217		3.96		(31,441)		(11.3)
Other (2)	(6,773)		—		(28,656)		—		21,883		(76.4)
Total loans	$	18,414,153	3.53	%	$	18,880,519	3.38	%	$	(466,366)	(2.5)	%

(1) Includes average PPP loans of $0.9 billion and $2.0 billion for the three months ended September 30, 2021and 2020, respectively.

(2) Consists of overdrafts and net origination fees and costs.

Average loans decreased $466.4 million, or 2.5%, compared to the same period of 2020. The decrease was driven largely by the net reduction in PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in the residential mortgage, commercial mortgage and construction portfolios.

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


	Three months ended September 30								Increase (Decrease) in Balance
	2021				2020
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,439,644	—	%	$	6,270,683	—	%	$	1,168,961	18.6	%
Interest-bearing demand	6,168,908		0.05		5,591,548		0.14		577,360		10.3
Savings	6,392,537		0.07		5,716,050		0.16		676,487		11.8
Total demand and savings	20,001,089		0.04		17,578,281		0.10		2,422,808		13.8
Brokered deposits	270,168		0.34		314,721		0.56		(44,553)		(14.2)
Time deposits	1,852,223		0.95		2,495,445		1.58		(643,222)		(25.8)
Total deposits	$	22,123,480	0.12	%	$	20,388,447	0.29	%	$	1,735,033	8.5	%

The average cost of total deposits decreased 17 bp, to 0.12%, for the third quarter of 2021, compared to 0.29% for the same period of 2020, mainly as a result of reductions in deposit rates, due to the continued low interest rate environment, and growth in noninterest-bearing demand deposits. This decrease in the average cost of deposits contributed $8.1 million to the reduction of interest expense. Average total deposits increased $1.7 billion, or 8.5%, primarily driven by increases in noninterest-bearing demand deposits, interest-bearing demand and saving accounts, partially offset by a $643.2 million, or 25.8%, decrease in time deposits.

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


	Three months ended September 30								Increase (Decrease)
	2021				2020				in Balance
	Balance		Rate		Balance		Rate		$		%
Short-term borrowings:	(dollars in thousands)


Customer funding (1)	$	494,811	0.11	%	$	613,127	0.24	%	$	(118,316)	(19.3)	%


Total short-term borrowings	494,811		0.11		613,127		0.24		(118,316)		(19.3)
Long-term borrowings:
FHLB advances	—		—		535,992		1.81		(535,992)		N/M
Other long-term debt	627,300		3.92		759,523		4.00		(132,223)		(17.4)
Total long-term borrowings	627,300		3.92		1,295,515		3.10		(668,215)		(51.6)
Total borrowings	$	1,122,111	2.24	%	$	1,908,642	2.18	%	$	(786,531)	(41.2)	%

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

(2) Consists of FHLB advances and other borrowings with original terms of less than one year.

Average total short-term borrowings decreased $118.3 million, or 19.3%, in the third quarter of 2021, compared to the same period of 2020, primarily as a result of excess funding provided by higher deposit balances.

Average total long-term borrowings decreased $668.2 million, or 51.6%, in the third quarter of 2021, compared to the same period of 2020, primarily as a result of the balance sheet restructuring completed in March of 2021, which included the prepayment of $536.0 million of long-term FHLB advances and the cash tender offer for $75.0 million and $60.0 million of the Corporation's outstanding subordinated and senior notes, respectively. This reduction in long-term borrowings contributed $6.1 million to the reduction of interest expense, partially offset by an 82 bp increase in the rate on average long-term borrowings during the third quarter of 2021 compared to the same period a year ago.

Provision for Credit Losses

The provision for credit losses was a negative $0.6 million for the third quarter of 2021, a decrease of $7.7 million from the same period of 2020. Several factors as of the end of the third quarter of 2021 in comparison to the end of the fourth quarter of 2020, including improved economic conditions, reduced the level of the ACL determined to be necessary at the end of the third quarter of 2021, resulting in the negative provision for credit losses for the third quarter of 2021. The $7.1 million provision expense for credit losses in the third quarter of 2020 was the result of several factors, most notably, the overall uncertainty in economic conditions due to COVID-19.

Non-Interest Income

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


	Three months ended September 30				Increase (Decrease)
	2021		2020		$		%
	(dollars in thousands)
Commercial banking:
Merchant and card	$	6,979	$	6,237	$	742	11.9	%
Cash management	5,285		4,742		543		11.5
Capital markets	2,063		4,696		(2,633)		(56.1)
Other commercial banking	2,411		2,636		(225)		(8.5)
Total commercial banking	16,738		18,311		(1,573)		(8.6)
Consumer banking:
Card	5,941		5,002		939		18.8
Overdraft	3,474		3,015		459		15.2
Other consumer banking	2,386		2,406		(20)		(0.8)
Total consumer banking	11,801		10,423		1,378		13.2
Wealth management fees	18,532		14,943		3,589		24.0
Mortgage banking:
Gains on sales of mortgage loans	5,944		19,480		(13,536)		(69.5)
Mortgage servicing income	3,591		(2,679)		6,270		N/M
Total mortgage banking	9,535		16,801		(7,266)		(43.2)
Other	5,971		2,769		3,202		115.6
Non-interest income before investment securities gains	62,577		63,247		(670)		(1.1)
Investment securities gains, net	—		2		(2)		(100.0)
Total Non-Interest Income	$	62,577	$	63,249	$	(672)	(1.1)	%

Non-interest income, before net investment securities gains, decreased $0.7 million, or 1.1%, in the third quarter of 2021 as compared to the same period in 2020.

Total commercial banking decreased $1.6 million, or 8.6%, compared to the same period in 2020, driven by a decrease in capital markets revenue, which consists primarily of fees earned on commercial loan interest rate swaps.

Total consumer banking income increased $1.4 million, or 13.2%, compared to the same period in 2020, primarily driven by an increase in card income.

Wealth management revenues increased $3.6 million, or 24.0%, primarily resulting from growth in brokerage income due to an increase in client asset levels and improved overall market performance.

Mortgage banking income decreased $7.3 million, or 43.2%, as a result of decreased gains on sales of mortgage loans, driven by lower mortgage sales and lower gain-on-sale spreads on loans sold. This was slightly offset by an increase in mortgage servicing income, which was positively impacted by a $3.5 million decrease to the valuation allowance for MSRs in the third quarter of 2021 compared to a $1.5 million addition to the valuation allowance during the same period last year.

Non-Interest Expense

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


	Three months ended September 30				Increase (Decrease)
	2021		2020		$		%
	(dollars in thousands)
Salaries and employee benefits	$	82,679	$	79,227	$	3,452	4.4	%
Data processing and software	14,335		12,285		2,050		16.7
Net occupancy	12,957		13,221		(264)		(2.0)
Other outside services	7,889		7,617		272		3.6
State taxes	4,994		2,692		2,302		85.5
Equipment	3,416		3,711		(295)		(7.9)
FDIC insurance	2,727		1,578		1,149		72.8
Professional fees	2,271		2,879		(608)		(21.1)
Amortization of TCI	1,546		1,694		(148)		(8.7)
Marketing	1,448		1,147		301		26.2
Intangible amortization	150		132		18		13.6

Other	10,184		12,962		(2,778)		(21.4)
Total non-interest expense	$	144,596	$	139,145	$	5,451	3.9	%

Salaries and employee benefits increased $3.5 million, or 4.4%, primarily the result of increases in health care expenses and higher incentive compensation accruals due to higher earnings in 2021.

Data processing and software increased $2.1 million, or 16.7%, reflecting costs related to technology initiatives.

State taxes increased $2.3 million, or 85.5%, primarily as a result of an increase in the accrual for Pennsylvania shares tax expense resulting from increased capital levels.

Professional fees decreased $608,000, or 21.1%, primarily due to a decrease in legal fees. The Corporation incurs fees related to various legal matters in the normal course of business. These fees can fluctuate based on timing and the extent of these matters.

Income Taxes

Income tax expense for the three months ended September 30, 2021 was $14.3 million, a $4.7 million increase from $9.5 million for the same period in 2020. The Corporation’s ETR was 15.9% for the three months ended September 30, 2021, compared to 13.4% in the same period of 2020. The increase in income tax expense and the ETR primarily resulted from an increase in income before taxes, while net favorable permanent differences were relatively the same compared to the same period of 2020.

Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020

Net Interest Income

FTE net interest income increased $30.3 million to $507.2 million for the nine months ended September 30, 2021, up from $476.9 million in the same period in 2020. The NIM decreased 12 bp, or 4.2% to 2.78%, compared to 2.90% for the same period in 2020. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.


	Nine months ended September 30
	2021						2020
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net Loans (1)	$	18,765,024	$	485,330	3.46	%	$	18,027,253	$	498,455	3.69	%
Taxable investment securities (2)	2,619,411		41,345		1.93		2,165,180		44,615		2.75
Tax-exempt investment securities (2)	969,946		22,557		3.10		804,484		19,596		3.24

Total investment securities	3,589,357		63,902		2.37		2,969,664		64,211		2.88
Loans held for sale	40,551		969		3.19		54,355		1,557		3.82
Other interest-earning assets	1,986,161		4,599		0.18		936,819		4,325		0.62
Total interest-earning assets	24,381,093		554,799		3.04		21,988,091		568,548		3.45
Noninterest-earning assets:
Cash and due from banks	150,435						143,496
Premises and equipment	229,513						239,739
Other assets	1,689,094						1,729,351
Less: ACL - loans (3)	(268,412)						(242,300)
Total Assets	$	26,181,723					$	23,858,377
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	5,994,878	$	2,905	0.06	%	$	5,116,696	$	9,933	0.26	%
Savings and money market deposits	6,271,019		3,944		0.08		5,431,071		12,788		0.31
Brokered deposits	297,250		876		0.39		300,795		1,935		0.86
Time deposits	2,001,043		16,383		1.09		2,626,802		33,533		1.71
Total interest-bearing deposits	14,564,190		24,108		0.22		13,475,364		58,189		0.58
Short-term borrowings	526,259		456		0.12		873,694		4,960		0.76
Long-term borrowings	839,396		23,006		3.66		1,240,253		28,468		3.06
Total interest-bearing liabilities	15,929,845		47,570		0.40		15,589,311		91,617		0.78
Noninterest-bearing liabilities:
Demand deposits	7,108,199						5,458,807
Other liabilities	466,917						470,055
Total Liabilities	23,504,961						21,518,173
Total Deposits/Cost of deposits	21,672,389				0.15		18,934,171				0.41
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds	23,038,044				0.28		21,048,118				0.58
Shareholders’ equity	2,676,762						2,340,204
Total Liabilities and Shareholders’ Equity	$	26,181,723					$	23,858,377
Net interest income/FTE NIM			507,229		2.78	%			476,931		2.90	%
Tax equivalent adjustment			(9,111)						(9,315)
Net interest income			$	498,118					$	467,616

(1) Average balance includes non-performing loans.

(2) Balances include amortized historical cost for AFS. 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.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average

balances (volume) and changes in rates for the nine months ended September 30, 2021 in comparison to the same period in 2020:


	2021 vs. 2020 Increase (Decrease) due to change in
	Volume		Rate		Net
	(in thousands)
FTE interest income on:
Net Loans (1)	$	19,381	$	(32,506)	$	(13,125)
Taxable investment securities	9,618		(12,888)		(3,270)
Tax-exempt investment securities	3,839		(878)		2,961

Loans held for sale	(356)		(232)		(588)
Other interest-earning assets	3,942		(3,668)		274
Total interest income	$	36,424	$	(50,172)	$	(13,749)
Interest expense on:
Demand deposits	$	1,510	$	(8,538)	$	(7,028)
Savings deposits	1,698		(10,542)		(8,844)
Brokered deposits	(22)		(1,037)		(1,059)
Time deposits	(6,800)		(10,350)		(17,150)
Short-term borrowings	(1,445)		(3,059)		(4,504)
Long-term borrowings	(10,328)		4,866		(5,462)
Total interest expense	$	(15,387)	$	(28,660)	$	(44,047)

(1) Average balance includes non-performing loans.

The general level of interest rates has remained at or near historic lows since March 2020 as a result of the FOMC reducing the Fed Funds Rate to near zero and taking other monetary policy actions in response to COVID-19. As summarized in the preceding table, the 41 bp decrease in the yield on average interest-earning assets drove a $50.2 million decrease in FTE interest income that was partially offset by the impact of a $2.4 billion, or 10.9%, increase in average interest-earning assets which contributed $36.4 million to FTE interest income. The yield on the loan portfolio decreased 23 bp, or 6.3%, from the same period of 2020, as variable and certain adjustable rate loans repriced to lower rates and yields on new loan originations generally 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. As a result, the impact of changes in index rates, primarily the prime rate and LIBOR, on adjustable rate loans may not be fully realized until future periods.

Interest expense decreased $44.0 million primarily due to the 38 bp decrease in the rate on average interest-bearing liabilities. The rates on average interest-bearing demand deposits and savings deposits decreased 20 bp and 23 bp, respectively, which contributed $8.5 million and $10.5 million to the decrease in interest expense, respectively. The cost of average time deposits decreased 62 bp and the average balance of time deposits decreased $625.8 million, which contributed $10.4 million and $6.8 million to the decrease in interest expense, respectively. In addition, the change in rates, along with the $347.4 million decrease in average short-term borrowings and the $400.9 million decrease in average long-term borrowings resulted in $4.5 million and $5.5 million decreases in interest expense, respectively. As discussed in the "Overview" section of Management's Discussion, the Corporation completed a balance sheet restructuring in March of 2021, which included the prepayment of $536.0 million of FHLB advances and the cash tender offer for $75.0 million and $60.0 million of subordinated debt and senior notes, respectively.

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


	Nine months ended September 30								Increase (Decrease) in Balance
	2021				2020
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,146,951	3.14	%	$	6,870,148	3.64	%	$	276,803	4.0	%
Commercial and industrial (1)	5,295,240		2.64		5,382,459		3.10		(87,219)		(1.6)
Real estate – residential mortgage	3,409,381		3.43		2,805,694		3.86		603,687		21.5
Real estate – home equity	1,147,444		3.71		1,269,525		4.17		(122,081)		(9.6)
Real estate – construction	1,065,125		3.09		950,845		3.83		114,280		12.0
Consumer	454,434		4.00		465,661		4.19		(11,227)		(2.4)
Equipment lease financing	256,741		3.92		282,800		3.91		(26,059)		(9.2)
Other (2)	(10,292)		—		121		—		(10,413)		N/M
Total loans	$	18,765,024	3.46	%	$	18,027,253	3.69	%	$	737,771	4.1	%

(1) Includes average PPP loans of $1.4 billion and $1.1 billion for the nine months ended September 30, 2021 and 2020, respectively.

(2) Consists of overdrafts and net origination fees and costs.

Average loans increased $0.7 billion, or 4.1%, compared to the same period of 2020. The increase was driven largely by growth in the commercial and residential mortgage portfolios and the construction portfolio. Excluding loans originated under the PPP, commercial and industrial loan balances declined. The increases were partially offset by decreases in the home equity, commercial and industrial, equipment lease financing and consumer portfolios as well as other loans.

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


	Nine months ended September 30								Increase (Decrease) in Balance
	2021				2020
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,108,199	—	%	$	5,458,807	—	%	$	1,649,392	30.2	%
Interest-bearing demand	5,994,878		0.06		5,116,696		0.26		878,182		17.2
Savings	6,271,019		0.08		5,431,071		0.31		839,948		15.5
Total demand and savings	19,374,096		0.05		16,006,574		0.19		3,367,522		21.0
Brokered deposits	297,250		0.39		300,795		0.86		(3,545)		(1.2)
Time deposits	2,001,043		1.09		2,626,802		1.71		(625,759)		(23.8)
Total deposits	$	21,672,389	0.15	%	$	18,934,171	0.41	%	$	2,738,218	14.5	%

The average cost of total deposits decreased 26 bp to 0.15% for the first nine months of 2021 compared to 0.41% for the same period of 2020, mainly as a result of reductions in deposit rates due to the continued low interest rate environment, and growth in noninterest-bearing demand deposits. This decrease in the average cost of deposits contributed $34.1 million to the reduction of interest expense. Average total deposits increased $2.7 billion, or 14.5%, primarily driven by increases in noninterest-bearing demand deposits, interest-bearing demand and saving accounts, partially offset by a $625.8 million, or 23.8%, decrease in time deposits.

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


	Nine months ended September 30								Increase (Decrease) in Balance
	2021				2020
	Balance		Rate		Balance		Rate		$		%
Short-term borrowings:	(dollars in thousands)
Customer funding (1)	$	526,259	0.12	%	$	529,667	0.33	%	$	(3,408)	(0.6)	%
Federal funds purchased	—		—		86,715		0.82		(86,715)		N/M
FHLB advances and other borrowings (2)	—		—		257,312		1.61		(257,312)		N/M
Total short-term borrowings	526,259		0.12		873,694		0.76		(347,435)		(39.8)
Long-term borrowings:
FHLB advances	169,366		1.80		564,855		1.88		(395,489)		(70.0)
Other long-term debt	670,030		4.12		675,398		4.05		(5,368)		(0.8)
Total long-term borrowings	839,396		3.66		1,240,253		3.06		(400,857)		(32.3)
Total borrowings	$	1,365,655	2.29	%	$	2,113,947	2.11	%	$	(748,292)	(35.4)	%

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

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

Average total short-term borrowings decreased $347.4 million, or 39.8%, during the first nine months of 2021, compared to the same period of 2020 primarily as a result of excess funding provided by growth in deposit balances.

Average total long-term borrowings decreased $400.9 million, or 32.3%, in the first nine months of 2021, compared to the same period of 2020 primarily as a result of the balance sheet restructuring competed in March of 2021, which included the prepayment of $536.0 million of long-term FHLB advances and the cash tender offer for $75.0 million and $60.0 million of the Corporation's outstanding subordinated and senior notes, respectively. This reduction in long-term borrowings contributed $10.3 million to the reduction of interest expense, partially offset by the impact of a 60 bp increase in the rate on average long-term borrowings during the first nine months of 2021.

Provision for Credit Losses

The provision for credit losses was a negative $9.6 million for the first nine months of 2021, a decrease of $80.3 million from the same period of 2020. Several factors as of September 30, 2021 in comparison to the end of the fourth quarter of 2020, including improved economic conditions, reduced the level of the ACL determined to be necessary at September 30, 2021. The $70.7 million provision for credit losses during the nine months ended September 30, 2020 was the result of several factors, most notably, the overall uncertainty in economic conditions due to COVID-19.

Non-Interest Income

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


	Nine months ended September 30				Increase (Decrease)
	2021		2020		$		%
	(dollars in thousands)
Commercial banking:
Merchant and card	$	19,533	$	17,187	$	2,346	13.6	%
Cash management	15,547		13,987		1,560		11.2
Capital markets	6,399		14,775		(8,376)		(56.7)
Other commercial banking	8,730		7,528		1,202		16.0
Total commercial banking	50,209		53,477		(3,268)		(6.1)
Consumer banking:
Card	17,552		14,653		2,899		19.8
Overdraft	8,948		9,180		(232)		(2.5)
Other consumer banking	6,915		6,967		(52)		(0.7)
Total consumer banking	33,415		30,800		2,615		8.5
Wealth management fees	53,513		43,405		10,108		23.3
Mortgage banking:
Gains on sales of mortgage loans	20,038		42,208		(22,170)		(52.5)
Mortgage servicing income	6,295		(9,209)		15,504		(168.4)
Total mortgage banking	26,333		32,999		(6,666)		(20.2)
Other	12,883		10,080		2,803		27.8
Non-interest income before investment securities gains, net	176,353		170,761		5,592		3.3
Investment securities gains, net	33,511		3,053		30,458		N/M
Total Non-Interest Income	$	209,864	$	173,814	$	36,050	20.7	%

Non-interest income, before net investment securities gains, increased $5.6 million, or 3.3%, during the nine months ended September 30, 2021 as compared to the same period in 2020.

Commercial banking decreased $3.3 million, or 6.1%, compared to the same period in 2020, driven by a decrease in capital markets revenue, which consists primarily of fees earned on commercial loan interest rate swaps, partially offset by increases in merchant and card, cash management and other commercial banking.

Consumer banking increased $2.6 million, or 8.5%, compared to the same period in 2020, primarily driven by an increase in card income.

Wealth management revenues increased $10.1 million, or 23.3%, primarily resulting from growth in brokerage income due to an increase in client asset levels and improved overall market performance.

Mortgage banking income decreased $6.7 million, or 20.2%, driven by a decrease in gains on sales of mortgage loans, partially offset by an increase in mortgage servicing income. The increase in mortgage servicing income was driven by a $7.4 million decrease to the valuation allowance for MSRs compared to a $9.2 million increase to the valuation allowance for the same period in 2020. The decrease in gains on sales of mortgage loans reflected decreases in both the volume of loans sold and lower spreads realized on mortgages sold.

Investment securities gains, net, were $33.5 million in the nine months ended September 30, 2021 as a result of a $34.0 million gain on the sale of the Visa Shares that was part of the balance sheet restructuring as discussed in the "Overview" section of Management's Discussion.

Non-Interest Expense

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


	Nine months ended September 30				Increase (Decrease)
	2021		2020		$		%
	(dollars in thousands)
Salaries and employee benefits	$	243,632	$	240,467	$	3,165	1.3	%
Data processing and software	41,828		36,123		5,705		15.8
Net occupancy	39,433		39,851		(418)		(1.0)
Other outside services	24,557		23,098		1,459		6.3
State taxes	13,883		8,583		5,300		61.7
Equipment	10,268		10,322		(54)		(0.5)
Professional fees	7,701		10,412		(2,711)		(26.0)
FDIC insurance	7,633		6,519		1,114		17.1
Amortization of TCI	4,640		4,594		46		1.0
Marketing	3,798		4,029		(231)		(5.7)
Intangible amortization	443		397		46		11.6
Debt extinguishment	32,575		2,878		29,697		N/M
Other	33,420		37,432		(4,012)		(10.7)
Total non-interest expense	$	463,811	$	424,705	$	39,106	9.2	%

Salaries and employee benefits increased $3.2 million, or 1.3%, due primarily to increased health care expenses and higher incentive compensation accruals as a result of higher earnings in 2021.

Data processing and software increased $5.7 million, or 15.8%, reflecting costs related to technology initiatives.

State taxes increased $5.3 million, or 61.7%, primarily as a result of an increase in the accrual for Pennsylvania shares tax expense resulting from increased capital levels.

Professional fees decreased $2.7 million, or 26.0%, primarily due to a decrease in legal fees. The Corporation incurs fees related to various legal matters in the normal course of business. These fees can fluctuate based on timing and the extent of these matters.

Debt extinguishment costs increased $29.7 million as a result of $20.9 million in prepayment penalties incurred upon the prepayment of long-term FHLB advances and $11.3 million of expenses associated with the cash tender offer to purchase subordinated and senior notes as part of the balance sheet restructuring discussed in the "Overview" section of Management's Discussion.

Income Taxes

Income tax expense for the nine months ended September 30, 2021 was $40.2 million, a $21.3 million increase from $18.8 million for the same period in 2020. The Corporation’s ETR was 15.8% for the nine months ended September 30, 2021, as compared to 12.9% in the same period of 2020. The increase in income tax expense and the ETR primarily resulted from an increase in income before taxes, while net favorable permanent differences were relatively the same compared to the same period of 2020.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.


	September 30, 2021		December 31, 2020		Increase (Decrease)
					$		%
Assets	(dollars in thousands)
Cash and cash equivalents	$	2,471,009	$	1,847,832	$	623,177	33.7	%
FRB and FHLB Stock	61,293		92,129		(30,836)		(33.5)
Loans held for sale	43,123		83,886		(40,763)		(48.6)
Investment securities	4,000,760		3,340,424		660,336		19.8
Net Loans	18,012,680		18,623,253		(610,573)		(3.3)
Premises and equipment	228,179		231,480		(3,301)		(1.4)
Goodwill and intangibles	536,697		536,659		38		—
Other assets	1,037,091		1,151,070		(113,979)		(9.9)
Total Assets	$	26,390,832	$	25,906,733	$	484,099	1.9	%
Liabilities and Shareholders’ Equity
Deposits	$	22,074,041	$	20,839,207	$	1,234,834	5.9	%
Short-term borrowings	468,967		630,066		(161,099)		(25.6)
Long-term borrowings	627,386		1,296,263		(668,877)		(51.6)
Other liabilities	520,620		524,369		(3,749)		(0.7)
Total Liabilities	23,691,014		23,289,905		401,109		1.7
Total Shareholders’ Equity	2,699,818		2,616,828		82,990		3.2
Total Liabilities and Shareholders’ Equity	$	26,390,832	$	25,906,733	$	484,099	1.9	%

Cash and Cash Equivalents

The $623.2 million, or 33.7%, increase in cash and cash equivalents mainly resulted from additional cash maintained at the FRB due to the Corporation's excess liquidity position.

FRB and FHLB Stock

The $30.8 million, or 33.5%, decrease in FRB and FHLB stock was the result of a decrease in FHLB stock required due to the prepayment of long-term FHLB advances, as mentioned in the "Overview" section of Management's Discussion, and a decrease in the usage of FHLB letters of credit.

Loans Held for Sale

Loans held for sale decreased $40.8 million, or 48.6%, primarily as the result of the Corporation's decision to hold a greater proportion of the residential mortgage loans it originated in the loan portfolio, rather than selling those loans in the secondary market.

Investment Securities

The following table presents the carrying amount of investment securities:


	September 30, 2021		December 31, 2020		Increase (Decrease)
					$		%
Available for Sale	(dollars in thousands)
U.S. Government securities	$	153,210	$	—	$	153,210	N/M
U.S. Government sponsored agency securities	62,066		—		62,066		N/M
State and municipal securities	1,150,394		952,613		197,781		20.8	%
Corporate debt securities	369,338		367,145		2,193		0.6
Collateralized mortgage obligations	252,035		503,766		(251,731)		(50.0)
Residential mortgage-backed securities	190,123		377,998		(187,875)		(49.7)
Commercial mortgage-backed securities	832,038		762,415		69,623		9.1
Auction rate securities	75,133		98,206		(23,073)		(23.5)


Total available for sale securities	$	3,084,337	$	3,062,143	$	22,194	0.7	%
Held to Maturity

Residential mortgage-backed securities	$	410,189	$	278,281	$	131,908	47.4	%
Commercial mortgage-backed securities	506,234		—		506,234		N/M
Total held to maturity securities	$	916,423	$	278,281	$	638,142	N/M

Total Investment Securities	$	4,000,760	$	3,340,424	$	660,336	19.8	%

Total AFS securities increased $22.2 million, or 0.7%, primarily as the result of the net purchases of $153.2 million and $62.1 million of U.S. Government securities and U.S. Government sponsored agency securities, respectively, as well as net purchases of state and municipal securities of $197.8 million. The increase was partially offset by $376.2 million of residential and commercial mortgage backed securities transferred from the AFS classification to the HTM classification. In addition, the Corporation sold ARCs with an estimated fair value of $24.6 million during the first quarter of 2021.

Total HTM securities increased $638.1 million, primarily as a result of the above mentioned transfer of AFS securities as well as purchases of additional mortgage-backed securities.

Loans

The following table presents ending balances of Net Loans:


	September 30, 2021		December 31, 2020		2021 vs. 2020 Increase (Decrease)
					$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,145,115	$	7,105,092	$	40,023	0.6	%
Commercial and industrial (1)	4,454,059		5,670,828		(1,216,769)		(21.5)
Real estate – residential mortgage	3,719,684		3,141,915		577,769		18.4
Real estate – home equity	1,126,628		1,202,913		(76,285)		(6.3)
Real estate – construction	1,111,487		1,047,218		64,269		6.1
Consumer	458,595		466,772		(8,177)		(1.8)
Equipment lease financing and other	266,489		284,377		(17,888)		(6.3)
Overdrafts	5,471		4,806		665		13.8
Gross loans	18,287,528		18,923,921		(636,393)		(3.4)
Unearned income	(18,121)		(23,101)		4,980		(21.6)
Net Loans	$	18,269,407	$	18,900,820	$	(631,413)	(3.3)	%

(1) Includes PPP loans totaling $0.6 billion and $1.6 billion as of September 30, 2021 and December 31, 2020, respectively.

Net Loans decreased $631.4 million, or 3.3%, in comparison to December 31, 2020, primarily due the forgiveness of approximately $2.1 billion PPP loans during the first nine months of 2021. Growth in the commercial and residential mortgage portfolios and construction loans partially offset decreases in the commercial and industrial and other loan portfolios.

The increase in the residential mortgage portfolio was the result of continued growth in originations and the strategic decision by the Corporation to hold a greater proportion of the originations on its balance sheet. The decrease in the commercial and industrial loan portfolio was impacted by the net effect of the forgiveness of approximately $2.1 billion of PPP loans and the origination of approximately $754 million of new PPP loans during the first nine months of 2021.

Construction loans include loans to commercial borrowers secured by commercial real estate, loans to commercial borrowers secured by residential real estate, and other construction loans, which are loans to individuals secured by residential real estate. Approximately $8.3 billion, or 45.1%, of the loan portfolio was in commercial mortgage and construction loans as of September 30, 2021. The Corporation's internal policy limited its maximum total lending commitment to an individual borrowing relationship to $55 million as of September 30, 2021. In addition, the Corporation has established lower total lending limits for certain types of lending commitments, and lower total lending limits based on the Corporation's internal risk rating of an individual borrowing relationship at the time the lending commitment is approved.

The Corporation has limited exposure to some of the industries that were initially most significantly impacted by COVID-19, such as hospitality, energy and entertainment, and most of these loans are secured by real estate and other forms of collateral. The following table summarizes the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios:


	September 30, 2021 (5)		December 31, 2020 (5)
Real estate (1)	45.7	%	43.1	%
Health care	6.9		7.2
Agriculture	6.3		6.5
Manufacturing	5.2		5.0
Other services (3)	5.2		4.9
Construction (2)	4.1		4.7
Hospitality and food services	3.9		4.0
Retail	3.1		3.5
Educational services	2.8		3.0
Wholesale trade	2.8		2.7
Arts, entertainment and recreation	2.4		2.4
Professional, scientific and technical services	1.8		2.2
Public administration	1.5		1.7
Transportation and warehousing	1.4		1.4
Finance and Insurance	1.4		1.4
Other (4)	5.5		6.3
Total	100.0	%	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 the energy sector.

(5) Excludes PPP loans.

The following table presents the changes in non-accrual loans for the three and nine months ended September 30, 2021:


	Commercial and Industrial		Real Estate - Commercial Mortgage		Real Estate - Construction		Real Estate - Residential Mortgage		Real Estate - Home Equity		Consumer		Equipment Lease Financing		Total
	(in thousands)
Three months ended September 30, 2021
Balance at June 30, 2021	$	33,340	$	53,428	$	1,016	$	34,797	$	9,279	$	287	$	15,717	$	147,864
Additions	3,148		579		—		1,628		249		445		646		6,695
Payments	(6,404)		(5,859)		(57)		(442)		(685)		(23)		(22)		(13,492)
Charge-offs	(647)		(14)		—		(602)		(58)		(446)		(467)		(2,234)

Transfers to OREO	—		—		—		—		—		—		—		—
Balance at September 30, 2021	$	29,437	$	48,134	$	959	$	35,381	$	8,785	$	263	$	15,874	$	138,833

Nine months ended September 30, 2021
Balance at December 31, 2020	$	31,993	$	51,470	$	1,395	$	26,107	$	9,588	$	332	$	16,312	$	137,197
Additions	21,379		25,036		404		12,073		1,477		1,994		949		63,312
Payments	(17,953)		(19,090)		(801)		(1,509)		(1,524)		(64)		(108)		(41,049)
Charge-offs	(5,920)		(8,357)		(39)		(1,290)		(482)		(1,999)		(1,279)		(19,366)
Transfers to accrual status	—		—		—		—		(274)		—		—		(274)
Transfers to OREO	(62)		(925)		—		—		—		—		—		(987)
Balance at September 30, 2021	$	29,437	$	48,134	$	959	$	35,381	$	8,785	$	263	$	15,874	$	138,833

Non-accrual loans decreased approximately $9.0 million, or 6.1%, in comparison to June 30, 2021, primarily as a result of payments, and to a lesser extent, charge-offs, partially offset by additions to non-accrual loans during the period.

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


	September 30, 2021			December 31, 2020
	(dollars in thousands)
Non-accrual loans	$	138,833		$	137,198
Loans 90 days or more past due and still accruing	11,389			9,929
Total non-performing loans	150,222			147,127
OREO (1)	1,896			4,178
Total non-performing assets	$	152,118		$	151,305

Non-performing loans to total loans	0.82		%	0.78		%
Non-performing assets to total assets	0.58		%	0.58		%

ACL - loans to non-performing loans	171		%	189		%

(1) Excludes $7.1 million and $8.1 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30, 2021 and December 31, 2020, respectively

Non-performing loans increased $3.1 million, or 2.1%, in comparison to December 31, 2020. Non-performing loans as a percentage of total loans were 0.82% at September 30, 2021 in comparison to 0.78% at December 31, 2020. See Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on non-performing loans.

The following table presents loans whose terms have been modified under TDRs, by type, as of the indicated dates:


	September 30, 2021		December 31, 2020
	(in thousands)
Real estate - commercial mortgage	$	14,546	$	28,451
Commercial and industrial	6,577		6,982
Real estate - residential mortgage	13,694		18,602
Real estate - home equity	12,704		14,391
Real estate - construction	153		—
Consumer	5		—

Total accruing TDRs	47,679		68,426
Non-accrual TDRs (1)	59,802		35,755
Total TDRs	$	107,481	$	104,181

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

The ability to identify potential problem loans in a timely manner is important 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. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals and consumer loans is based on payment history, through the monitoring of delinquency levels and trends. For a description of the Corporation's risk ratings, see Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements.

Total internally risk-rated loans were $12.6 billion, of which $1.0 billion were criticized and classified, as of September 30, 2021, and $13.7 billion, of which $1.0 billion were criticized and classified, as of December 31, 2020. The following table presents internal risk ratings for commercial and industrial loans, real estate - commercial mortgages and real estate - construction loans to commercial borrowers with internal risk ratings of Special Mention (1) or Substandard or lower (2) :


	Special Mention (1)						Increase (Decrease)			Substandard or Lower (2)						Increase (Decrease)			Total Criticized and Classified Loans
	September 30, 2021			December 31, 2020			$		%	September 30, 2021			December 31, 2020			$		%	September 30, 2021			December 31, 2020
	(dollars in thousands)
Real estate - commercial mortgage	$	494,476		$	478,165		$	16,311	3.4%	$	220,396		$	181,970		$	38,426	21.1%	$	714,872		$	660,135
Commercial and industrial	161,075			154,039			7,036		4.6	147,227			128,175			19,052		14.9	308,302			282,214
Real estate - construction (3)	19,291			13,259			6,032		45.5	3,461			5,469			(2,008)		(36.7)	22,752			18,728
Total	$	674,842		$	645,463		$	29,379	4.6%	$	371,084		$	315,614		$	55,470	17.6%	$	1,045,926		$	961,077

% of total risk rated loans	5.4		%	4.7		%				3.0		%	2.3		%				8.3		%	7.0		%

(1) Considered "criticized" loans by banking regulators

(2) Considered "classified" loans by banking regulators

(3) Excludes construction - other

The increase in loans with internal risk ratings of substandard or lower that occurred during the nine months ended September 30, 2021 was attributed to risk rating downgrades due to COVID-19 related shutdowns and restrictions on operations, mostly impacting the hospitality and food services and arts, entertainment and recreation sectors.

Provision and Allowance for Credit Losses

The following table presents the components of the ACL:


	September 30, 2021		December 31, 2020
	(dollars in thousands)
ACL - loans	$	256,727	$	277,567
ACL - OBS credit exposure (1)	14,783		14,373
Total ACL	$	271,510	$	291,940

(1) Included in "other liabilities" on the consolidated balance sheet.

The following table presents the activity in the ACL related to loans:


	Three months ended September 30						Nine months ended September 30
	2021			2020			2021			2020
	(dollars in thousands)
Average balance of Net Loans	$	18,414,153		$	18,880,519		$	18,765,024		$	18,027,253

Balance of ACL at beginning of period	$	255,032		$	256,537		$	277,567		$	163,622
Impact of adopting CECL on January 1, 2020	—			—			—			45,723
Loans charged off:
Real estate – commercial mortgage	(14)			(746)			(8,357)			(3,925)
Commercial and industrial	(647)			(2,969)			(5,920)			(17,348)
Real estate – residential mortgage	(602)			(198)			(1,290)			(620)
Real estate – home equity	(58)			(393)			(482)			(1,138)
Real estate – construction	—			—			(39)			(17)
Consumer	(446)			(701)			(1,999)			(2,788)
Equipment lease financing and other	(467)			(483)			(1,871)			(1,704)
Total loans charged off	(2,234)			(5,490)			(19,958)			(27,540)
Recoveries of loans previously charged off:
Real estate – commercial mortgage	564			100			1,467			439
Commercial and industrial	2,330			2,103			3,792			6,815
Real estate – residential mortgage	86			95			286			292
Real estate – home equity	78			44			187			305
Real estate – construction	697			4,873			1,335			4,943
Consumer	426			447			1,391			1,481
Equipment lease financing and other	358			185			670			385
Total recoveries	4,539			7,847			9,128			14,660
Net loans charged off/(recoveries)	2,305			2,357			(10,830)			(12,880)
Provision for credit losses (1)	(610)			7,931			(10,010)			70,360
Balance of ACL at end of period	$	256,727		$	266,825		$	256,727		$	266,825

Net charge-offs to average loans (annualized)	(0.05)		%	(0.05)		%	0.08		%	0.10		%

(1) Provision for credit losses included in the table only includes the portion related to loans.

The provision for credit losses, specific to loans, for the three and nine months ended September 30, 2021 was negative $0.6 million and negative $10.0 million, respectively, compared to a provision expense of $7.9 million and $70.4 million, respectively, recorded in the same periods of 2020. Several factors during the first nine months of 2021 in comparison to the end of the fourth quarter of 2020, including improved economic conditions, reduced the level of the ACL determined to be necessary at the end of the third quarter of 2021. The higher provision during the first nine months of 2020 was largely driven by the overall downturn in economic conditions 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. See Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on the provision for credit losses.

In addition, net loan charge offs in the three months ended September 30, 2021 decreased $0.1 million compared to the same period of 2020. For the nine months ended September 30, 2021, net loan charge offs decreased $2.1 million compared to the same period of 2020.

The following table summarizes the allocation of the ACL - loans:


	September 30, 2021				December 31, 2020
	ACL - loans		% In Each Loan Category (1)		ACL - loans		% In Each Loan Category (1)
	(dollars in thousands)
Real estate - commercial mortgage	$	96,165	39.1	%	$	103,425	37.6	%
Commercial and industrial	62,891		24.4		74,771		30.0
Real estate - residential mortgage	56,229		20.3		51,995		16.6
Consumer, home equity, equipment lease financing	29,021		10.1		31,770		10.3
Real estate - construction	12,421		6.1		15,608		5.5

Total ACL - loans	$	256,727	100.0	%	$	277,567	100.0	%

(1) Ending loan balances as a % of total loans for the periods presented.

Deposits and Borrowings

The following table presents ending deposits, by type:


	September 30, 2021		December 31, 2020		Increase (Decrease)
					$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,434,155	$	6,531,002	$	903,153	13.8	%
Interest-bearing demand	6,187,096		5,818,564		368,532		6.3
Savings	6,401,619		5,929,792		471,827		8.0
Total demand and savings	20,022,870		18,279,358		1,743,512		9.5
Brokered deposits	262,617		335,185		(72,568)		(21.7)
Time deposits	1,788,554		2,224,664		(436,110)		(19.6)
Total deposits	$	22,074,041	$	20,839,207	$	1,234,834	5.9	%

Total demand and savings accounts increased $1.7 billion, or 9.5%, driven by increases in all demand and savings account categories, primarily as the result of strong customer liquidity. These increases were partially offset by decreases in brokered and time deposits.

The following table presents ending borrowings, by type:


	September 30, 2021		December 31, 2020		Increase (Decrease)
					$		%
	(dollars in thousands)
Short-term borrowings:
Customer funding (1)	$	468,967	$	630,066	$	(161,099)	(25.6)	%


Total short-term borrowings	468,967		630,066		(161,099)		(25.6)
Long-term borrowings:
FHLB advances	—		535,973		(535,973)		(100.0)
Other long-term borrowings	627,386		760,290		(132,904)		(17.5)
Total long-term borrowings	627,386		1,296,263		(668,877)		(51.6)
Total borrowings	$	1,096,353	$	1,926,329	$	(829,976)	(43.1)	%

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

Total short-term borrowings decreased $161.1 million, or 25.6%. The decrease in short-term borrowings was a result of higher balances of deposits, reducing the need for short-term borrowings. Total long-term borrowings decreased $668.9 million. As discussed in the "Overview" section of Management's Discussion, as part of a balance sheet restructuring, the Corporation prepaid $536.0 million of long-term FHLB advances and completed a cash tender offer for $75.0 million of 4.50% subordinated debt due in 2024 and $60.0 million of 3.60% senior notes due in 2022. Also, See Note 14, "Long-Term Debt," in the Notes to Consolidated Financial Statements for further details.

Shareholders' Equity

Total shareholders’ equity increased $83.0 million during the first nine months of 2021. The increase was due primarily to $213.6 million of net income, partially offset by $68.2 million of common stock cash dividends, a $39.5 million decrease in AOCI, mainly due to declines in fair values of AFS securities, $26.1 million of common stock repurchases and $7.7 million of preferred stock dividends.

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 . Under the repurchase program, 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. The repurchase program may be discontinued at any time. Approximately 1.7 million shares of common stock were purchased under this program during the nine months ended September 30, 2021.

Regulatory Capital

The Corporation and its subsidiary bank, Fulton Bank, are subject to regulatory capital requirements ("Capital Rules") administered by banking regulators. Failure to meet minimum capital requirements could result in certain actions by regulators that could have a material effect on the Corporation’s financial statements.

The Capital Rules require the Corporation and Fulton Bank to:

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

• Meet a minimum Tier 1 Leverage capital ratio of 4.00% of average assets;

• Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted 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 Capital Rules use a standardized approach for risk weightings that expands the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures and resulting in higher risk weightings for a variety of asset categories.

As of September 30, 2021, the Corporation's capital levels met the fully phased-in minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

In March 2020, the banking regulators amended the optional CECL Transition Rule to allow banks to add back to regulatory capital the decrease recorded to retained earnings at the CECL adoption date, or January 1, 2020 for the Corporation, plus 25% of additions to the ACL over the next two years. These amounts will then be phased in as reductions to regulatory capital over the following three years, or 2022 - 2024. Prior to this amendment, the regulatory capital impact of adopting CECL was to be phased in over a 3-year period beginning in 2020. The Corporation elected to apply the amended rule to the regulatory capital treatment for the adoption of CECL.

As of September 30, 2021, Fulton Bank met the well capitalized requirements under the regulatory framework for prompt corrective action. 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 regulation. There were no other conditions or events since September 30, 2021 that management believes have changed the Corporation's capital categories.

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


	September 30, 2021		December 31, 2020		Regulatory Minimum for Capital Adequacy		Fully Phased-in, with Capital Conservation Buffers
Tier I Leverage Capital (to Average Assets)	8.4	%	8.2	%	4.0	%	4.0	%
Common Equity Tier I (to Risk-Weighted Assets)	10.1	%	9.5	%	4.5	%	7.0	%
Tier I Risk-Based Capital (to Risk-Weighted Assets)	11.1	%	10.5	%	6.0	%	8.5	%
Total Risk-Based Capital (to Risk-Weighted Assets)	14.4	%	14.4	%	8.0	%	10.5	%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk, Asset/Liability Management and Liquidity

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

The Corporation employs various management techniques to minimize its exposure to interest rate risk. An 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.

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, that is, a non-parallel instantaneous shock, on net interest income as of September 30, 2021 (due to the current level of interest rates, the downward shock scenarios are not shown):


Rate Shock (1)	Annual change in net interest income	% change in net interest income
+400 bp	+ $199.6 million	28.4%
+300 bp	+ $149.4 million	21.3%
+200 bp	+ $98.8 million	14.1%
+100 bp	+ $47.9 million	6.8%

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

Interest Rate Swaps

Cash Flow Hedges of Interest Rate Risk

Liquidity

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

The Corporation maintains liquidity sources in the form of 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. The Bank had $3.0 billion of outstanding commitments to the FHLB with an additional borrowing capacity of approximately $5.5 billion under these facilities as of September 30, 2021. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of September 30, 2021, the Corporation had aggregate federal funds lines of $2.1 billion, with no outstanding borrowings. 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 September 30, 2021, the Corporation had $875.0 million of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

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

The Corporation’s sources and uses of funds were discussed in general terms in the "Net Interest Income" section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during the first nine months of 2021 provided $322.2 million of cash, mainly due to net income of $213.6 million, and by the net impact of other operating activities. Cash provided by investing activities was $25.7 million, mainly due to net decreases in loans, partially offset by net increases in investments. Cash provided by financing activities was $275.3 million due to increases in demand and savings deposits, partially offset by the repayments of long-term borrowings and decreases in time deposits and short-term borrowings.

Debt Security Market Price Risk

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

State and Municipal Securities

As of September 30, 2021, the Corporation owned securities issued by various states and municipalities with a total a fair value of $1.2 billion. 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 September 30, 2021, substantially all of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 69% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Auction Rate Securities

As of September 30, 2021, the Corporation’s investments in ARCs had a cost basis of $76.4 million and an estimated fair value of $75.1 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 September 30, 2021, 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 September 30, 2021, all of the Corporation's ARCs were current and making scheduled interest payments.

Item 4. Controls and Procedures

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

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 13 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020.

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

(a) None.

(b) None.


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

July 1, 2021 to July 31, 2021	100,100	$	15.30	100,100	$	73,468,470
August 1, 2021 to August 31, 2021	292,346	15.27		292,346	69,003,382
September 1, 2021 to September 30, 2021	1,298,682	15.47		1,298,682	48,908,096

On February 9, 2021, the Corporation announced that its 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 . During three months ended September 30, 2021, 1.7 million shares were repurchased at a total cost of $26.1 million, or $15.43 per share. Up to an additional $48.9 million of the Corporation's common stock may be repurchased under this program through December 31,2021. During the period from October 1, 2021 through November 8, 2021, 200,430 additional shares were repurchased at a total cost of $3.2 million, or $15.76 per share. Under the repurchase program, 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. The repurchase program may be discontinued at any time.

Item 6. Exhibits



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

3.2						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.

3.3						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 on May 14, 2021.

4.1						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.

4.2						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.

4.3						Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2 of this report).

10.1						Fifth Amendment, effective January 1, 2022, to the Fulton Financial Corporation Deferred Compensation Plan - filed herewith .

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

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

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

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

101						Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited 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)

FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

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

FULTON FINANCIAL CORPORATION

Date:

November 8, 2021

/s/ E. Philip Wenger

E. Philip Wenger

Chairman and Chief Executive Officer

Date:

November 8, 2021

/s/ Mark R. McCollom

Mark R. McCollom

Senior Executive Vice President and Chief Financial Officer

TABLE OF CONTENTS

Item 1. Financial Statements Note 1 Basis Of Presentation Note 2 Restrictions on Cash and Cash Equivalents Note 3 Investment Securities Note 4 - Loans and Allowance For Credit Losses Note 5 Mortgage Servicing Rights Note 6 Derivative Financial Instruments Note 7 Tax Credit Investments Note 8 Accumulated Other Comprehensive Income (loss)Note 9 Fair Value Measurements Note 10 Net Income Per Share Note 11 Stock-based Compensation Note 12 Employee Benefit Plans Note 13 Commitments and Contingencies Note 14 Long-term Borrowings Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

Exhibits

FULT 10-Q Quarter ended Sept. 30, 2021

Exhibits