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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020,
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission File Number: 0-10587
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FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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23-2195389 |
(State or other jurisdiction of Incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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One Penn Square |
P. O. Box 4887 |
Lancaster, |
Pennsylvania |
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17602 |
(Address of principal executive offices) |
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(Zip Code) |
(717) 291-2411
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
Common Stock, $2.50 par value |
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FULT |
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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
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FULTP |
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The Nasdaq Stock Market, LLC |
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Securities registered pursuant to Section 12(g) of the
Act:
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None |
Indicate by check mark whether the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes x No ¨
Indicate by check mark whether the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes x No ¨
Indicate by check mark whether the registrant has submitted
electronically if any, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such
files). Yes x No ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company, or an emerging growth company. See
the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and " emerging growth company" in Rule
12b-2 of the Exchange Act. (Check One):
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Large accelerated filer |
x |
Accelerated filer |
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Emerging growth company |
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Non-accelerated filer |
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Smaller reporting company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
¨
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act). Yes ☐ No x
The aggregate market value of the voting Common Stock held by
non-affiliates of the registrant, based on the average bid and
asked prices on June 30, 2020, the last business day of the
registrant’s most recently completed second fiscal quarter, was
approximately $1.6 billion. The number of shares of the
registrant’s Common Stock outstanding on February 18, 2021 was
162,460,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement of the Registrant for
the Annual Meeting of Shareholders to be held on May 25, 2021 are
incorporated by reference in Part III.
TABLE OF CONTENTS
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Description |
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Page |
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PART I |
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Item 1. |
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Item 1A. |
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Item 1B. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II |
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Item 5. |
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Item 6. |
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Item 7. |
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Item 7A. |
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Item 8. |
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Item 9. |
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Item 9A. |
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Item 9B. |
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PART III |
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Item 10. |
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Item 11. |
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Item 12. |
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Item 13. |
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Item 14. |
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PART IV |
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Item 15. |
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Item 16. |
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FULTON FINANCIAL CORPORATION |
GLOSSARY OF DEFINED ACRONYMS AND TERMS |
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ACL |
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Allowance for Credit Losses |
AFS |
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Available for Sale |
ALCO |
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Asset/Liability Management Committee |
AML |
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Anti-Money Laundering |
AOCI |
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Accumulated Other Comprehensive Income |
ARC |
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Auction Rate Security |
ASC |
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Accounting Standards Codification |
ASU |
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Accounting Standards Update |
bp |
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Basis Point(s) |
BSA |
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Bank Secrecy Act |
CARES Act |
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Coronavirus Aid, Relief, and Economic Security Act |
CECL |
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Current Expected Credit Losses |
Corporation or Company |
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Fulton Financial Corporation |
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COVID-19 |
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Coronavirus |
Directors' Plan |
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Amended and Restated Directors’ Equity Participation
Plan |
DTAs |
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Deferred Tax Assets |
Employee Equity Plan |
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Amended and Restated Equity and Cash Incentive Compensation
Plan |
ESPP |
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Employee Stock Purchase Plan |
ETR |
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Effective Tax Rate |
Exchange Act |
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Securities Exchange Act of 1934 |
EAD |
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Exposure at Default |
FASB |
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Financial Accounting Standards Board |
FDIC |
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Federal Deposit Insurance Corporation |
Fed Funds Rate |
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Target Federal Funds Rate |
FHLB |
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Federal Home Loan Bank |
FOMC |
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Federal Open Market Committee |
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FRB |
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Federal Reserve Bank |
FTE |
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Fully Taxable-Equivalent |
Fulton Bank or the Bank |
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Fulton Bank, N.A. |
GAAP |
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U.S. Generally Accepted Accounting Principles |
GLB Act |
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Gramm-Leach-Bliley Act |
HTM |
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Held to Maturity |
LGD |
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Loss Given Default |
LIBOR |
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London Interbank Offered Rate |
MSRs |
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Mortgage Servicing Rights |
Net Loans |
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Loans and Lease Receivables, (net of unearned income) |
NIM |
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Net Interest Margin |
N/M |
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Not meaningful |
OBS |
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Off-Balance-Sheet |
OCC |
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Office of the Comptroller of the Currency |
OREO |
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Other Real Estate Owned |
OTTI |
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Other-Than-Temporary Impairment |
PD |
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Probability of Default |
PPP |
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Paycheck Protection Program |
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PSU |
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Performance-Based Restricted Stock Unit |
ROU |
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Right-of-Use |
RSU |
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Restricted Stock Unit |
SBA |
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Small Business Administration |
SEC |
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United States Securities and Exchange Commission |
TCI |
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Tax Credit Investment |
TDR |
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Troubled Debt Restructuring |
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TruPS |
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Trust Preferred Securities |
Note: Some numbers contained in the document may not sum due to
rounding
PART I
Item 1. Business
General
Fulton Financial Corporation was incorporated under the laws of
Pennsylvania on February 8, 1982 and became a bank holding company
through the acquisition of all of the outstanding stock of Fulton
Bank on June 30, 1982. In this Report, "the Corporation" refers to
Fulton Financial Corporation and its subsidiaries that are
consolidated for financial reporting purposes, except that when
referring to Fulton Financial Corporation as a public company, as a
bank holding company or as a financial holding company, or to the
common stock or other securities issued by Fulton Financial
Corporation, references to "the Corporation" refer solely to Fulton
Financial Corporation. References to "the Parent Company" refer
solely to Fulton Financial Corporation. In 2000, the Corporation
became a financial holding company as defined in the GLB Act, which
gave the Corporation the ability to expand its financial services
activities under its holding company structure. See "Competition"
and "Supervision and Regulation." The Corporation directly owns
100% of the common stock of Fulton Bank and eight non-bank
entities.
The Corporation's Internet address is
www.fult.com.
Electronic copies of the Corporation's 2020 Annual Report on Form
10-K are available free of charge by visiting "Investor Relations"
at
www.fult.com.
Electronic copies of quarterly reports on Form 10-Q and current
reports on Form 8-K are also available at this Internet address.
These reports, as well as any amendments thereto, are posted on the
Corporation's website as soon as reasonably practicable after they
are electronically filed with the SEC.
Banking and Financial Services Subsidiary
The Corporation, through its banking subsidiary, Fulton Bank,
delivers financial services within its five-state market area
(Pennsylvania, Delaware, Maryland, New Jersey and Virginia) in a
personalized, community-oriented style that emphasizes relationship
banking. As recently as 2018, the Corporation had six banking
subsidiaries. During 2018, the Corporation began the process of
consolidating its banking subsidiaries into Fulton Bank; the
consolidation was completed in September 2019. The consolidation
process resulted in the Corporation conducting its core banking
business through a single bank subsidiary, Fulton Bank, which
reduced the number of government agencies that regulate the
Corporation's banking operations.
The Corporation operates in areas that are home to a wide range of
manufacturing, distribution, health care and other service
companies. The Corporation is not dependent upon one or a few
customers or any one industry, and the loss of any single customer
or a few customers would not have a material adverse impact on the
Corporation. However, a large portion of the Corporation's loan
portfolio is comprised of commercial loans, commercial mortgage
loans and construction loans. See Item 1A. "Risk Factors - Economic
and Credit Risks - The composition of the Corporation's loan
portfolio and competition for loans subject the Corporation to
credit risk."
The Corporation offers a full range of consumer and commercial
banking products and services in its market area. Consumer banking
services include various checking account and savings deposit
products, certificates of deposit and individual retirement
accounts. The Corporation offers a variety of consumer lending
products to customers in its market areas. Secured consumer loan
products include home equity loans and lines of credit, which are
underwritten based on loan-to-value limits specified in the
Corporation's lending policy. The Corporation also offers a variety
of fixed, variable and adjustable rate products, including
construction loans and jumbo residential mortgage loans.
Residential mortgages are offered through Fulton Mortgage Company,
which operates as a division of Fulton Bank. Consumer loan products
also include automobile loans, personal lines of credit and
checking account overdraft protection.
Commercial banking services are provided primarily to small and
medium sized businesses (generally with sales of less than $150
million) in the Corporation's market area. The Corporation's
policies limit the maximum total lending commitment to a single
borrower to $55.0 million as of December 31, 2020, which is
significantly below the Corporation's regulatory lending limit. In
addition, the Corporation has established lower total lending
limits based on the Corporation's internal risk rating of the
borrower and for certain types of lending commitments. Commercial
lending products include commercial, financial, agricultural and
real estate loans. Variable, adjustable and fixed rate loans are
provided, with variable and adjustable rate loans generally tied to
an index, such as the Prime Rate or LIBOR, as well as interest rate
swaps. See Item 1A. "Risk Factors - Market Risks - The planned
phasing out of LIBOR as a financial benchmark presents risks to the
financial instruments originated or held by the Corporation." The
Corporation's commercial lending policy encourages relationship
banking and provides strict guidelines related to customer
creditworthiness and collateral requirements for secured loans. In
addition, equipment lease financing, letters of credit, cash
management services and traditional deposit products are offered to
commercial customers.
Wealth management services, which include investment management,
trust, brokerage, insurance and investment advisory services, are
offered to consumer and commercial customers in the Corporation's
market area by Fulton Financial Advisors, a division of Fulton
Bank.
The Corporation delivers products and services through traditional
financial center banking, with a network of full service financial
center offices. Electronic delivery channels include a network of
automated teller machines and telephone, mobile and online banking.
The variety of available delivery channels allows customers to
access their account information and perform certain transactions,
such as depositing checks, transferring funds and paying bills, at
virtually any time of the day. As of December 31, 2020, Fulton
Bank had 223 financial centers, not including remote service
facilities (mainly stand-alone automated teller machines), and its
main office is located in Lancaster, Pennsylvania. On October 1,
2020, the Corporation announced that Fulton Bank had approved a
plan to close 21 financial center offices and consolidate the
operations of those offices into nearby financial centers operated
by the Fulton Bank. The closure and consolidation of those
financial center offices was completed on January 8,
2021.
Non-Bank Subsidiaries
The Corporation owns 100% of the common stock of five non-bank
subsidiaries, which are consolidated for financial reporting
purposes: (i) Fulton Financial Realty Company, which holds title to
or leases certain properties where Corporation financial centers
and other facilities are located; (ii) Central Pennsylvania
Financial Corp., which owns limited partnership interests in
partnerships invested primarily in low- and moderate-income housing
projects; (iii) FFC Management, Inc., which owns certain passive
investments; (iv) FFC Penn Square, Inc., which owns TruPS issued by
a subsidiary of Fulton Bank; and (v) Fulton Insurance Services
Group, Inc., which engages in the sale of various life insurance
products.
The Corporation also owns 100% of the common stock of three
non-bank subsidiaries, which are not consolidated for financial
reporting purposes. The following table provides information for
these non-bank subsidiaries, incorporated in the state of Delaware,
whose sole assets consist of junior subordinated deferrable
interest debentures issued by the Corporation, as of
December 31, 2020:
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Subsidiary |
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Total Assets |
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(in thousands) |
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Columbia Bancorp Statutory Trust |
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$ |
6,186 |
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Columbia Bancorp Statutory Trust II |
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4,124 |
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Columbia Bancorp Statutory Trust III |
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6,186 |
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Competition
The banking and financial services industries are highly
competitive. Within its geographic region, the Corporation faces
direct competition from other commercial banks, varying in size
from local community banks to regional and national banks, credit
unions and non-bank entities. As a result of the wide availability
of electronic delivery channels, the Corporation also faces
competition from financial institutions that do not have a physical
presence in the Corporation's geographic markets.
The industry is also highly competitive due to the various types of
entities that now compete aggressively for customers that were
traditionally served only by the banking industry. Under the
current financial services regulatory framework, banks, insurance
companies and securities firms may affiliate under a financial
holding company structure, allowing their expansion into
non-banking financial services activities that had previously been
restricted. These activities include a full range of banking,
securities and insurance activities, including securities and
insurance underwriting, issuing and selling annuities and merchant
banking activities. Moreover, the Corporation faces increased
competition from certain non-bank entities, such as financial
technology companies and marketplace lenders, which in many cases
are not subject to the same regulatory compliance obligations as
the Corporation. While the Corporation does not currently engage in
many of the activities described above, further entry into these
businesses may enhance the ability of the Corporation to compete in
the future.
Supervision and Regulation
The Corporation operates in an industry that is subject to laws and
regulations that are enforced by a number of federal and state
agencies. Changes in these laws and regulations, including
interpretation and enforcement activities, could impact the cost of
operating in the financial services industry, limit or expand
permissible activities or affect competition among banks and other
financial institutions.
The Corporation is a registered bank holding company, and has
elected to be treated as a financial holding company, under the
Bank Holding Company Act of 1956, as amended ("BHCA"). The
Corporation is regulated, supervised and examined by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board").
Fulton Bank is a national banking association chartered under the
laws of the United States and is primarily regulated by the OCC. In
addition, the Consumer Financial Protection Bureau ("CFPB")
examines Fulton Bank for compliance with most federal consumer
financial protection laws, including the laws relating to fair
lending and prohibiting unfair, deceptive or abusive acts or
practices in connection with the offer, sale or provision of
consumer financial products or services, and for enforcing such
laws with respect to Fulton Bank and its affiliates.
Federal statutes that apply to the Corporation and its subsidiaries
include the GLB Act, the BHCA, the Dodd-Frank Wall Street Reform
and Consumer Protection Act ("Dodd-Frank Act"), the Federal Reserve
Act, the National Bank Act and the Federal Deposit Insurance Act,
among others. In general, these statutes, regulations promulgated
thereunder, and related interpretations establish the eligible
business activities of the Corporation, certain acquisition and
merger restrictions, limitations on intercompany transactions (such
as loans and dividends), cash reserve requirements, lending
limitations, compliance with unfair, deceptive and abusive acts and
practices prohibitions, limitations on investments, and capital
adequacy requirements, among other things. Such laws and
regulations are intended primarily for the protection of
depositors, customers and the Federal Deposit Insurance Fund
("DIF"), as well as to minimize risk to the banking system as a
whole, and not for the protection of the Corporation's shareholders
or non-depository creditors.
The following discussion is general in nature and seeks to
highlight some of the more significant regulatory requirements to
which the Corporation is subject, but does not purport to be
complete or to describe all applicable laws and
regulations.
Governmental and Regulatory Actions to Mitigate the Impact of the
COVID-19 Pandemic -
There have been several regulatory and legislative actions intended
to help mitigate the adverse economic impact of COVID-19 on
individuals, including several mandates from the federal bank
regulatory agencies, requiring financial institutions to work
constructively with borrowers affected by COVID-19 and mandatory
loan forbearances. In addition, although the bans on foreclosures
in Pennsylvania and Delaware have expired, bans remain in many of
the other states in which the Corporation does business. In New
Jersey, Governor Philip Murphy has, barring rare circumstances,
suspended evictions and foreclosures throughout the state until at
least April 19, 2021. Both Virginia and Maryland have enacted
provisions allowing for pauses on foreclosures and forbearances for
residential homeowners affected by the COVID-19 pandemic until at
least the state of emergency ends in the respective states. There
continues to be mounting pressure on governors and localities to
take further relief action.
On March 27, 2020, the CARES Act was signed into law. The CARES Act
is a $2.2 trillion economic stimulus bill that was intended to
provide relief in the wake of the COVID-19 pandemic. Several
provisions within the CARES Act led to action from the bank
regulatory agencies and there were also separate provisions within
the legislation that directly impact financial institutions.
Section 4022 of the CARES Act allows, until the earlier of December
31, 2020, or the date the national emergency declared by the
President terminates, borrowers with federally-backed one-to-four
family mortgage loans experiencing a financial hardship due to
COVID-19 to request a forbearance, regardless of delinquency
status, for up to 360 days. Section 4022 also prohibited servicers
of federally-backed mortgage loans from initiating foreclosures
during the 60-day period beginning March 18, 2020. Further, on
December 21, 2020, the Federal Housing Finance Agency ("FHFA")
announced that Fannie Mae and Freddie Mac (the "Enterprises") would
extend their single-family moratorium on foreclosures and evictions
through February 28, 2021. The FHFA also extended, through February
28, 2021, the deadline for single family borrowers with Federal
Housing Administration ("FHA") insured mortgages to request an
initial COVID-19 forbearance from their mortgage servicer to defer
or reduce their mortgage payments for up to six months, which can
be extended for an additional six months. In addition, under
Section 4023 of the CARES Act, until the earlier of December 31,
2020 and the date the national emergency declared by the President
terminates, borrowers with federally-backed multifamily mortgage
loans whose payments were current as of February 1, 2020, but who
have since experienced financial hardship due to COVID-19, may
request a forbearance for up to 90 days. Borrowers receiving such
forbearance may not evict or charge late fees to tenants for its
duration. On December 23, 2020, the FHFA announced an extension of
forbearance programs for qualifying multifamily properties through
March 31, 2021.
The bank regulatory agencies have ensured that adequate flexibility
will be given to financial institutions who work with borrowers
affected by COVID-19, and have indicated that they will not
criticize institutions who do so in a safe and sound manner.
Further, the federal bank regulatory agencies have encouraged
financial institutions to report accurate information to credit
bureaus regarding relief provided to borrowers and have urged
financial institutions to continue to assist those borrowers
impacted by COVID-19. Also, on April 2, 2020, the bank regulatory
agencies issued a joint policy statement to facilitate mortgage
servicers’ ability to place consumers in short-term payment
forbearance programs. This policy statement was followed by a final
rule, on June 23, 2020, that makes it easier for consumers to
transition out of financial hardship caused by COVID-19. The rule
makes it clear that servicers do not violate Regulation X (which
places restrictions and requirements upon lenders, mortgage
brokers, or servicers of home loans related to consumers when they
apply for and receive mortgage loans) by offering certain
COVID-19-related loss mitigation options based on an evaluation of
limited application information collected
from the borrower. Also, in an attempt to allow individuals and
businesses to more quickly access real estate equity, on September
29, 2020, the bank regulatory agencies issued a rule that deferred
appraisal and evaluation requirements after the closing of certain
residential and commercial real estate transactions through
December 31, 2020.
Moreover, on January 20, 2021 the Biden Administration issued an
Executive Order extending the federal eviction moratorium,
originally issued through the Centers for Disease Control and
Prevention, through March 31, 2021. On January 21, 2021, the United
States Department of Housing and Urban Development ("HUD") issued
an extension of the foreclosure moratorium for all FHA-insured
mortgages through March 31, 2021. Also, on February 9, 2021, the
FHFA announced that the Enterprises would extend their
single-family moratorium on foreclosures and evictions through
March 31, 2021. Further, on February 16, 2021, the Biden
Administration, HUD, and the Departments of Veterans Affairs and
Agriculture announced actions to (i) extend the foreclosure
moratorium for relevant borrowers through June 30, 2021; (ii)
extend the mortgage payment forbearance enrollment window until
June 30, 2021 for relevant borrowers who wish to request
forbearance; and (iii) provide up to six months of additional
mortgage payment forbearance, in three-month increments, for
relevant borrowers who entered forbearance on or before June 30,
2020. Further, on December 27, 2020, the Coronavirus Response and
Relief Supplemental Appropriation Act of 2021 was signed into law,
which also contains provisions that could directly impact financial
institutions. The Act directs financial regulators to support
community development financial institutions and minority
depository institutions and directs Congress to re-appropriate
approximately $429 billion in unobligated CARES Act funds. These
regulatory and legislative actions may be expanded, extended and
amended as the pandemic and its economic impact
continue.
The PPP, originally established under the CARES Act and extended
under the Coronavirus Response and Relief Supplemental
Appropriations Act of 2021, authorizes financial institutions to
make federally-guaranteed loans to qualifying small businesses and
non-profit organizations. These loans carry an interest rate of 1%
per annum and a maturity of 2 years for loans originated prior to
June 5, 2020 and 5 years for loans originated on or after June
5th.
The PPP provides that such loans may be forgiven if the borrowers
meet certain requirements with respect to maintaining employee
headcount and payroll and the use of the loan proceeds after the
loan is originated. The initial phase of the PPP, after being
extended multiple times by Congress, expired on August 8, 2020.
However, on January 11, 2021, the SBA reopened the PPP for First
Draw PPP loans to small business and non-profit organizations that
did not receive a loan through the initial PPP phase. Further, on
January 13, 2021, the SBA reopened the PPP for Second Draw loans to
small businesses and non-profit organizations that did receive a
loan through the initial PPP phase. At least $25 billion has been
set aside for Second Draw PPP loans to eligible borrowers with a
maximum of 10 employees or for loans of $250,000 or less to
eligible borrowers in low- or moderate-income neighborhoods.
Generally speaking, businesses with more than 300 employees and/or
less than a 25 percent reduction in gross receipts between
comparable quarters in 2019 and 2020 are not eligible for Second
Draw loans. Further, maximum loan amounts have been increased for
accommodation and food service businesses.
Also, the Federal Reserve, in cooperation with the Department of
the Treasury, has established many financing and liquidity
programs. The Main Street Lending Program ("MSLP"), which
terminated on January 8, 2021, was intended to keep credit flowing
to small and mid-sized businesses that were in sound financial
condition before the coronavirus pandemic but needed financing to
maintain operations. The Paycheck Protection Liquidity Facility
("PPPLF") supplies liquidity to PPP participating financial
institutions through term financing backed by PPP loans and the
Money Market Mutual Fund Liquidity Facility ("MMLF") is intended to
assist money market funds in meeting demands for redemptions by
households and other investors, enhancing overall market
functioning and credit provision to the broader
economy.
Further, the federal bank regulatory agencies issued several
interim final rules throughout the course of 2020 to neutralize the
regulatory capital and liquidity effects for banks that
participated in the Federal Reserve liquidity facilities and/or
government relief programs. The interim final rule issued on April
9, 2020, clarifies that a zero percent risk weight applies to loans
covered by the PPP for capital purposes and the interim final rule
issued on May 15, 2020, permits depository institutions to choose
to exclude U.S. Treasury securities and deposits at Federal Reserve
Banks from the calculation of the supplementary leverage ratio.
These interim final rules were finalized on September 29,
2020.
BHCA
- The Corporation is subject to regulation and examination by the
Federal Reserve Board, and is required to file periodic reports and
to provide additional information that the Federal Reserve Board
may require. The BHCA regulates activities of bank holding
companies, including requirements and limitations relating to
capital, transactions with officers, directors and affiliates,
securities issuances, dividend payments and extensions of credit,
among others. The BHCA permits the Federal Reserve Board, in
certain circumstances, to issue cease and desist orders and other
enforcement actions against bank holding companies (and their
non-banking affiliates) to correct or curtail unsafe or unsound
banking practices. In addition, the Federal Reserve Board must
approve certain proposed changes in organizational structure or
other business activities before they occur. The BHCA imposes
certain restrictions upon the Corporation regarding the acquisition
of substantially all of the assets of, or direct or indirect
ownership or control of, any bank for which it is not already the
majority owner.
Source of Strength
- Federal banking law requires bank holding companies such as the
Corporation to act as a source of financial strength and to commit
capital and other financial resources to each of their banking
subsidiaries. This support may be
required at times when the Corporation may not be able to provide
such support without adversely affecting its ability to meet other
obligations, or when, absent such requirements, the Corporation
might not otherwise choose to provide such support. If the
Corporation is unable to provide such support, the Federal Reserve
Board could instead require the divestiture of the Corporation's
subsidiaries and impose operating restrictions pending the
divestiture. If a bank holding company commits to a federal bank
regulator that it will maintain the capital of its bank subsidiary,
whether in response to the Federal Reserve Board's invoking its
source of strength authority or in response to other regulatory
measures, that commitment will be assumed by the bankruptcy trustee
and the bank will be entitled to priority payment in respect of
that commitment.
The Economic Growth, Regulatory Relief, and Consumer Protection
Act
- In May 2018, the Economic Growth, Regulatory Relief, and Consumer
Protection Act ("Economic Growth Act") became law. Among other
things, the Economic Growth Act amended certain provisions of the
Dodd-Frank Act to raise the total asset threshold for mandatory
applicability of enhanced prudential standards for bank holding
companies to $250 billion and to allow the Federal Reserve Board to
apply enhanced prudential standards to bank holding companies with
between $100 billion and $250 billion in total assets to address
financial stability risks or safety and soundness concerns. The
Economic Growth Act's increased threshold took effect immediately
for bank holding companies with total assets of less than $100
billion, including the Corporation.
The Economic Growth Act also enacted other important changes, for
which the banking agencies issued certain corresponding proposed
and interim final rules, including:
•Raising
the total asset threshold for Dodd-Frank Act company-run stress
tests from $10 billion to $250 billion;
•Prohibiting
federal banking agencies from imposing higher capital requirements
for High Volatility Commercial Real Estate ("HVCRE") exposures
unless such exposures meet the statutory definition for high
volatility acquisition, development or construction ("ADC") loans
in the Economic Growth Act;
•Exempting
from appraisal requirements certain transactions involving real
property in rural areas and valued at less than
$400,000;
•Providing
that reciprocal deposits are not treated as brokered deposits in
the case of a "well capitalized" institution that received an
"outstanding" or "good" rating on its most recent examination to
the extent the amount of such deposits does not exceed the lesser
of $5 billion or 20% of the bank's total liabilities;
•Directing
the CFPB to provide guidance on the applicability of the TILA-RESPA
Integrated Disclosure rule to mortgage assumption transactions and
construction-to-permanent home loans, as well the extent to which
lenders can rely on model disclosures that do not reflect recent
regulatory changes.
Given Fulton Bank's size, a number of additional benefits afforded
to community banks under applicable asset thresholds are not
available to Fulton Bank.
Consumer Financial Protection Laws and Enforcement
- The CFPB and the federal banking agencies continue to focus
attention on consumer protection laws and regulations. The CFPB is
responsible for promoting fairness and transparency for mortgages,
credit cards, deposit accounts and other consumer financial
products and services and for interpreting and enforcing the
federal consumer financial laws that govern the provision of such
products and services. Federal consumer financial laws enforced by
the CFPB include, but are not limited to, the Equal Credit
Opportunity Act ("ECOA"), Truth in Lending Act ("TILA"), the Truth
in Savings Act, Home Mortgage Disclosure Act, Real Estate
Settlement Procedures Act ("RESPA"), the Fair Debt Collection
Practices Act, and the Fair Credit Reporting Act. The CFPB is also
authorized to prevent any institution under its authority from
engaging in an unfair, deceptive, or abusive act or practice in
connection with consumer financial products and services. As a
residential mortgage lender, the Corporation is subject to multiple
federal consumer protection statutes and regulations, including,
but not limited to, those referenced above.
In particular, fair lending laws prohibit discrimination in the
provision of banking services. Fair lending laws include ECOA and
the Fair Housing Act, which outlaw discrimination in credit and
residential real estate transactions on the basis of prohibited
factors including, among others, race, color, national origin,
gender, and religion. A lender may be liable for policies that
result in a disparate treatment of, or have a disparate impact on,
a protected class of applicants or borrowers. If a pattern or
practice of lending discrimination is alleged by a regulator, then
that agency may refer the matter to the U.S. Department of Justice
("DOJ") for investigation. Failure to comply with these and similar
statutes and regulations can result in the Corporation becoming
subject to formal or informal enforcement actions, the imposition
of civil money penalties and consumer litigation.
The CFPB has exclusive examination and primary enforcement
authority with respect to compliance with federal consumer
financial protection laws and regulations by institutions under its
supervision and is authorized, individually or jointly with the
federal banking agencies, to conduct investigations to determine
whether any person is, or has, engaged in conduct that violates
such laws or regulations. The CFPB may bring an administrative
enforcement proceeding or civil action in federal district court.
In addition, in accordance with a memorandum of understanding
entered into between the CFPB and the DOJ, the two agencies have
agreed to coordinate efforts related to enforcing the fair lending
laws, which includes information sharing and conducting joint
investigations; however, the extent to which such coordination may
actually occur is unpredictable and may change over
time as the result of a number of factors, including changes in
leadership at the DOJ and CFPB, as well as changes in the
enforcement policies and priorities of each agency. As an
independent bureau funded by the Federal Reserve Board, the CFPB
may impose requirements that are more stringent than those of the
other bank regulatory agencies.
As an insured depository institution with total assets of more than
$10 billion, Fulton Bank is subject to the CFPB's supervisory and
enforcement authorities. The Dodd-Frank Act also permits states to
adopt stricter consumer protection laws and state attorneys general
to enforce consumer protection rules issued by the CFPB. As a
result, Fulton Bank operates in a stringent consumer compliance
environment.
Ability-to-pay rules and qualified mortgages
- Under CFPB rules that implement TILA, mortgage lenders are
required to make a reasonable and good faith determination, based
on verified and documented information, that a consumer applying
for a residential mortgage loan has a reasonable ability to repay
the loan according to its terms. These rules prohibit creditors,
such as Fulton Bank, from extending residential mortgage loans
without regard for the consumer's ability to repay and add
restrictions and requirements to residential mortgage origination
and servicing practices. In addition, these rules restrict the
imposition of prepayment penalties and compensation practices
relating to residential mortgage loan origination. Mortgage lenders
are required to determine consumers' ability to repay in one of two
ways. The first alternative requires the mortgage lender to
consider eight underwriting factors when making the credit
decision. The mortgage lender may also originate "qualified
mortgages," which are entitled to a presumption that the creditor
making the loan satisfied the ability-to-repay requirements. In
general, a qualified mortgage ("QM") is a residential mortgage loan
that does not have certain high-risk features, such as negative
amortization, interest-only payments, balloon payments, or a term
exceeding 30 years. In addition, to be a QM loan, the points and
fees paid by a consumer cannot exceed 3% of the total loan amount,
and the borrower's total debt-to-income ratio must be no higher
than 43% (subject to certain limited exceptions for loans eligible
for purchase, guarantee or insurance by a government sponsored
enterprise or a federal agency).
However, on December 10, 2020, the CFPB issued two final rules
related to QM loans. The first rule replaces the strict
debt-to-income (DTI) threshold for QM loans and provides that, in
addition to existing requirements, a loan receives a conclusive
presumption that the consumer had the ability to repay if the
annual percentage rate ("APR") does not exceed the average prime
offer rate for a comparable transaction by 1.5 percentage points or
more as of the date the interest rate is set. Further, a loan
receives a rebuttable presumption that the consumer had the ability
to repay if the APR exceeds the average prime offer rate for a
comparable transaction by 1.5 percentage points or more but by less
than 2.25 percentage points. The second rule creates a new category
of "seasoned" QM loans for those that meet certain performance
requirements. Specifically, the rule allows a non-QM loan or a
"rebuttable presumption" QM loan to receive a safe harbor from APR
liability at the end of a "seasoning" period of at least 36 months
as a "seasoned QM" if it satisfies certain product restrictions,
points-and-fees limits, and underwriting requirements, and the loan
meets the designated performance and portfolio requirements during
the "seasoning period." The first final rule has a mandatory
compliance date of July 1, 2021, and the second final rule will
apply to covered transactions for which institutions receive an
application after the effective date.
Integrated disclosures under the Real Estate Settlement Procedures
Act and the Truth in Lending Act
- Under CFPB rules, mortgage lenders are required to provide a loan
estimate, not later than the third business day after submission of
a loan application, and a closing disclosure at least three days
prior to the loan closing. The loan estimate must detail the terms
of the loan, including, among other things, expenses, projected
monthly mortgage payments and estimated closing costs. The closing
disclosure must include, among other things, closing costs and a
comparison of costs reported on the loan estimate to actual charges
to be applied at closing.
Volcker Rule
- Provisions of the Dodd-Frank Act, commonly known as the "Volcker
Rule," prohibit banks and their affiliates from engaging in
proprietary trading and investing in and sponsoring hedge funds and
private equity funds and other private funds that are, among other
things, offered within specified exemptions to the Investment
Company Act, known as "covered funds," subject to certain
exemptions. In October 2019, the federal banking agencies, the
Commodity Futures Trading Commission and the SEC (the "Volcker Rule
Regulators") finalized amendments, effective on January 1, 2020,
but with a required compliance date of January 1, 2021, to their
regulations implementing the Volcker Rule, tailoring compliance
requirements based on the size and scope of a banking entity's
trading activities and clarifying and amending certain definitions,
requirements and exemptions. On June 25, 2020, the five U.S.
federal financial regulators issued a final rule that modifies the
rule’s prohibition on banking entities investing in or sponsoring
"covered funds." The new rule (1) streamlines the covered funds
portion of the rule; (2) addresses the extraterritorial treatment
of certain foreign funds; and (3) permits banking entities to offer
financial services and engage in other activities that do not raise
concerns that the Volcker Rule was intended to address. The
Corporation's investing and trading activities have and will
continue to depend on, among other things, further rulemaking and
guidance from the Volcker Rule Regulators and the development of
market practices and standards.
Capital Requirements
- The Corporation and Fulton Bank are subject to risk-based
requirements and rules issued by the federal banking agencies (the
"Basel III Rules") that are based upon the final framework of the
Basel Committee for strengthening
capital and liquidity regulation. Under the Basel III Rules, the
Corporation and Fulton Bank apply the standardized approach in
measuring their risk-weighted assets ("RWA") and regulatory
capital.
Under the Basel III Rules, the Corporation and Fulton Bank are
subject to the following minimum capital ratios:
•A
minimum Common Equity Tier 1 ("CET1") capital ratio of 4.50% of
RWA;
•A
minimum Tier 1 capital ratio of 6.00% of RWA; and
•A
minimum Total capital ratio of 8.00% of RWA.
The Basel III Rules also include a "capital conservation buffer" of
2.5%, composed entirely of CET1 capital, in addition to the minimum
capital to RWA ratios outlined above, resulting in effective
minimum CET1, Tier 1 and total capital ratios of 7.0%, 8.5% and
10.5%, respectively. The capital conservation buffer is designed to
absorb losses during periods of economic stress. Banking
institutions with a capital ratio above the minimum, but below the
conservation buffer, will face constraints on dividends, equity
repurchases, and compensation based on the amount of the shortfall
and the institution's "eligible retained income" (that is, four
quarter trailing net income, net of distributions and tax effects
not reflected in net income). If Fulton Bank fails to maintain the
required minimum capital conservation buffer, the Corporation will
be subject to limits, and possibly prohibitions, on its ability to
obtain capital distributions from Fulton Bank. If the Corporation
does not receive sufficient cash dividends from Fulton Bank, it may
not have sufficient funds to pay dividends on its capital stock,
service its debt obligations or repurchase its common stock. In
addition, the restrictions on payments of discretionary cash
bonuses to executive officers may make it more difficult for the
Corporation to retain key personnel. As of December 31, 2020, the
Corporation and Fulton Bank met the minimum capital requirements,
including the capital conservation buffer, as prescribed in the
Basel III Rules.
The Corporation and Fulton Bank are also required to maintain a
minimum Tier 1 leverage ratio (Tier 1 capital to a quarterly
average of non-risk weighted total assets) of 4%. The Corporation
and Fulton Bank are not subject to the Basel III Rules'
countercyclical buffer or the supplementary leverage
ratio.
The Basel III Rules provide for a number of deductions from and
adjustments to CET1. These include, for example, goodwill, other
intangible assets, and DTAs that arise from net operating loss and
tax credit carryforwards net of any related valuation allowance.
MSRs, DTAs arising from temporary differences that could not be
realized through net operating loss carrybacks and investments in
non-consolidated financial institutions must also be deducted from
CET1 to the extent that they exceed certain thresholds. In July
2019, the federal banking agencies adopted final rules intended to
simplify the capital treatment for certain DTAs, MSRs, investments
in non-consolidated financial entities and minority interests for
banking organizations, such as the Corporation and Fulton Bank,
that are not subject to the advanced approaches framework (the
"Capital Simplification Rules"). The Capital Simplification Rules
were effective for the Corporation as of January 1,
2020.
The Corporation and Fulton Bank, as non-advanced approaches banking
organizations, made a one-time, permanent election under the Basel
III Rules to exclude the effects of certain components of AOCI
included in shareholders' equity under U.S. GAAP in determining
regulatory capital ratios.
Under the Basel III Rules, certain off-balance sheet commitments
and obligations are converted into RWA, that together with
on-balance sheet assets, are the base against which regulatory
capital is measured. The Basel III Rule defined the risk-weighting
categories for bank holding companies and banks that follow the
standardized approach, such as the Corporation and Fulton Bank,
based on a risk-sensitive analysis, depending on the nature of the
exposure.
The Capital Simplifications Rules adopted in July 2019 eliminated
the standalone prior approval requirement in the Basel III Capital
Rules for any repurchase of common stock. In certain circumstances,
the Corporation's repurchases of its common stock may be subject to
a prior approval or notice requirement under other regulations or
policies of the Federal Reserve Board. Any redemption or repurchase
of preferred stock or subordinated debt remains subject to the
prior approval of the Federal Reserve Board.
In December 2017, the Basel Committee published the last version of
the Basel III accord, generally referred to as "Basel IV." Among
other things, these standards revise the Basel Committee's
standardized approach for credit risk (including by recalibrating
risk weights and introducing new capital requirements for certain
"unconditionally cancellable commitments," such as unused credit
card and home equity lines of credit) and provides a new
standardized approach for operational risk capital. Under the Basel
framework, these standards will generally be effective on January
1, 2022, with an aggregate output floor phasing in through January
1, 2027. Under the current U.S. capital rules, operational risk
capital requirements and a capital floor apply only to advanced
approaches institutions, and not to the Corporation or Fulton Bank.
The impact of Basel IV on the Corporation and Fulton Bank will
depend on the manner in which it is implemented by the federal
banking agencies.
As noted above, the federal banking agencies have implemented the
provisions of the Economic Growth Act that provide certain capital
relief pursuant a new and narrower definition of HVCRE exposures
that are subject to a heightened risk weight.
Stress Testing and Capital Planning
- As a result of the Economic Growth Act and implementing
regulations adopted by the Federal Reserve Board and OCC, the
Corporation and Fulton Bank are no longer subject to company-run
stress testing requirements under the Dodd-Frank Act. The Federal
Reserve Board continues to supervise the Corporation's capital
planning and risk management practices through the regular
supervisory process.
Current Expected Credit Losses Transitional Provisions
- In June 2016, the Financial Accounting Standards Board ("FASB")
issued an accounting standard update, "Financial Instruments-Credit
Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments," which replaces the existing "incurred loss" model for
recognizing credit losses with an "expected loss" model referred to
as the Current Expected Credit Loss ("CECL") model. Under the CECL
model, the Corporation is required to present certain financial
assets carried at amortized cost, such as loans held for investment
and HTM debt securities, at the net amount expected to be
collected. The measurement of expected credit losses is based on
information about past events, including historical experience,
current conditions, and reasonable and supportable forecasts that
affect the collectability of the reported amount. In December 2018,
the federal banking agencies approved a final rule modifying their
regulatory capital rules and providing an option to phase in over a
period of three years the day-one regulatory capital effects of the
CECL model. The final rule also revises the agencies' other rules
to reflect the update to the accounting standards.
The new CECL standard became effective for the Corporation on
January 1, 2020. On August 26, 2020, the federal bank regulatory
agencies issued a rule that allows institutions that adopted the
CECL accounting standard in 2020 the option to mitigate the
estimated capital effects of CECL for two years, followed by a
three-year transition period. Taken together, these measures offer
institutions a transition period of up to five years. The
Corporation has elected to avail itself of the 2020 Capital
Transition Relief as permitted under applicable regulations. On May
8, 2020, four federal banking agencies issued an interagency policy
statement on the new CECL methodology. The policy statement
harmonizes the agencies' policies on ACL with the FASB's new
accounting standards. Specifically, the statement (1) updates
concepts and practices from prior policy statements issued in
December 2006 and July 2001 and specifies which prior guidance
documents are no longer relevant; (2) describes the appropriate
CECL methodology, in light of Topic 326, for determining ACLs on
financial assets measured at amortized cost, net investments in
leases, and certain OBS credit exposures; and (3) describes how to
estimate an ACL for an impaired AFS debt security in line with
Topic 326. The proposed policy statement is effective at the time
that each institution adopts the new standards required by the
FASB. See "Note 1 - Summary of Significant Accounting Policies -
Recently Issued Accounting Standards" in the Notes to Consolidated
Financial Statements in Item 8. "Financial Statements and
Supplementary Data" for additional information on CECL and its
impact on the Corporation's ACL and regulatory
capital.
Prompt Corrective Action
- The Federal Deposit Insurance Corporation Improvement Act
("FDICIA") established a system of prompt corrective action to
attempt to resolve the problems of undercapitalized institutions.
The FDICIA, among other things, establishes five capital categories
for FDIC-insured banks: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." An insured depository
institution is treated as well capitalized if its total risk-based
capital ratio is 10.00% or greater, its Tier 1 risk-based capital
ratio is 8.00% or greater, its CET1 risk-based capital ratio is
6.50% or greater and its Tier 1 leverage capital ratio is 5.00% or
greater, and it is not subject to any order or directive to meet a
specific capital level. As of December 31, 2020, Fulton Bank's
capital ratios were above the minimum levels required to be
considered "well capitalized" by the OCC.
Under this system, the federal banking agencies are required to
take certain, and authorized to take other, prompt corrective
actions against undercapitalized institutions, the severity of
which increase as the capital category of an institution declines,
including restrictions on growth of assets and other forms of
expansion. Generally, a capital restoration plan must be filed with
the institution's primary federal regulator within 45 days of the
date an institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized."
Although prompt corrective action regulations apply only to
depository institutions and not to bank holding companies, the
holding company must guarantee any such capital restoration plan in
certain circumstances. The liability of the parent holding company
under any such guarantee is limited to the lesser of five percent
of the bank's assets at the time it became "undercapitalized" or
the amount needed to comply. The parent holding company might also
be liable for civil money damages for failure to fulfill that
guarantee. In the event of the bankruptcy of the parent holding
company, such guarantee would take priority over the parent's
general unsecured creditors.
In addition, regulators consider both risk-based capital ratios and
other factors that can affect a bank's financial condition,
including (i) concentrations of credit risk, (ii) interest rate
risk, and (iii) risks from non-traditional activities, along with
an institution's ability to manage those risks, when determining
capital adequacy. This evaluation is made during the institution's
safety and soundness examination. An institution may be downgraded
to, or deemed to be in, a capital category that is lower than is
indicated by its capital ratios if it is determined to be in an
unsafe or unsound condition or if it receives an unsatisfactory
examination rating with respect to certain matters.
Brokered Deposits
- The FDICIA and FDIC regulations limit the ability of an insured
depository institution, such as Fulton Bank, to accept, renew or
roll over brokered deposits unless the institution is
well-capitalized under the prompt corrective action framework
described above, or unless it is adequately capitalized and obtains
a waiver from the FDIC. In addition, less than well-capitalized
banks are subject to restrictions on the interest rates they may
pay on deposits. On December 15, 2020, the
FDIC issued a final rule that aims to bring brokered deposits
regulations in line with modern deposit taking methods and that may
reduce the amount of deposits that would be classified as brokered.
Specifically, the rule (1) establishes bright-line standards for
determining whether an entity meets the statutory definition of
"deposit broker"; (2) identifies a number of business relationships
("designated exceptions") to which the "primary purpose" exception
(which exempts an agent or nominee whose "primary purpose" is not
the placement of funds with insured depository institutions
("IDI"s)) is automatically applicable; (3) establishes a
"transparent" application process for entities that seek a "primary
purpose" exception, but do not qualify as a "designated exception";
and (4) clarifies that third parties that have an exclusive
deposit-placement arrangement with one IDI is not considered a
"deposit broker."
Loans and Dividends from Bank Subsidiary
- There are various restrictions on the extent to which Fulton Bank
can make loans and other extensions of credit (including credit
exposure arising from repurchase and reverse repurchase agreements,
securities borrowing and derivative transactions) to, or enter into
certain transactions with, its affiliates, which include the
Corporation and its non-bank subsidiaries. In general, these
restrictions require that such transactions: are limited, as to any
one of the Corporation or its non-bank subsidiaries, to 10% of
Fulton Bank's regulatory capital (20% in the aggregate to all such
entities); satisfy certain qualitative limitations, including that
any covered transaction be made on an arm's length basis; and, in
the case of extensions of credit, be secured by designated amounts
of specified collateral.
For safety and soundness reasons, banking regulations also limit
the amount of cash that can be transferred from Fulton Bank to the
Parent Company in the form of dividends. Generally, dividends are
limited to the lesser of the amounts calculated under an earnings
retention test and an undivided profits test. Under the earnings
retention test, without the prior approval of the OCC, a dividend
may not be paid if the total of all dividends declared by a bank in
any calendar year is in excess of the current year's net income
combined with the retained net income of the two preceding years.
Under the undivided profits test, a dividend may not be paid in
excess of a bank's undivided profits. In addition, banks are
prohibited from paying dividends when doing so would cause them to
fall below the regulatory minimum capital levels. See "Note 11 -
Regulatory Matters," in the Notes to Consolidated Financial
Statements in Item 8 "Financial Statements and Supplementary Data"
for additional information regarding regulatory capital and
dividend and loan limitations.
Federal Deposit Insurance
- The deposits of Fulton Bank are insured up to the applicable
limits by the DIF, generally up to $250,000 per insured depositor.
Fulton Bank pays deposit insurance premiums based on assessment
rates established by the FDIC. The FDIC has established a
risk-based assessment system under which institutions are
classified and pay premiums according to their perceived risk to
the DIF. In addition, the FDIC possesses backup enforcement
authority over a depository institution holding company, such as
the Corporation, if the conduct or threatened conduct of such
holding company poses a risk to the DIF, although such authority
may not be used if the holding company is generally in sound
condition and does not pose a foreseeable and material risk to the
DIF.
FDIC assessment rates for large institutions that have more than
$10 billion in assets, such as Fulton Bank, are calculated based on
a "scorecard" methodology that seeks to capture both the
probability that an individual large institution will fail and the
magnitude of the impact on the DIF if such a failure occurs, based
primarily on the difference between the institution's average of
total assets and average tangible equity. The FDIC has the ability
to make discretionary adjustments to the total score, up or down,
based upon significant risk factors that are not adequately
captured in the scorecard. For large institutions, including Fulton
Bank, after accounting for potential base-rate adjustments, the
total assessment rate could range from 1.5 to 40 basis points on an
annualized basis. An institution's assessment is determined by
multiplying its assessment rate by its assessment base, which is
asset based.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act"), which was signed
into law on December 22, 2017, disallows the deduction of FDIC
deposit insurance premium payments for banking organizations with
total consolidated assets of $50 billion or more. For banks with
less than $50 billion in total consolidated assets, such as Fulton
Bank, the premium deduction is phased out based on the proportion
of the bank's assets exceeding $10 billion.
Anti-Money Laundering Requirements and the USA Patriot Act
- The USA PATRIOT Act of 2001 ("Patriot Act"), which amended the
Bank Secrecy Act of 1970 ("BSA"), and other anti-money laundering
("AML") laws and regulations impose affirmative obligations on a
wide range of financial institutions to maintain appropriate
policies, procedures and controls to detect, prevent and report
money laundering and terrorist financing.
Among other requirements, the Patriot Act and related regulations
impose the following requirements on financial
institutions:
•Establishment
of AML programs;
•Establishment
of a program specifying procedures for obtaining identifying
information from customers seeking to open new accounts, including
verifying the identity of customers within a reasonable period of
time;
•Establishment
of enhanced due diligence policies, procedures and controls
designed to detect and report money laundering; and
•Prohibition
on correspondent accounts for foreign shell banks and compliance
with recordkeeping obligations with respect to correspondent
accounts of foreign banks.
Failure to comply with the requirements of the Patriot Act and
other AML laws and regulations could have serious legal, financial,
regulatory and reputational consequences. In addition, bank
regulators will consider a holding company's effectiveness in
combating money laundering when ruling on BHCA and Bank Merger Act
applications. In addition, financial institutions are subject to
customer due diligence requirements, issued by the Financial Crimes
Enforcement Network, to identify and verify the identity of natural
persons, known as beneficial owners, who own, control, and profit
from legal entity customers when those customers open accounts. The
Corporation has adopted policies, procedures and controls to
address compliance with the Patriot Act and other AML laws and
regulations, and will continue to revise and update its policies,
procedures and controls to reflect required changes. See Item 1A.
"Risk Factors - Legal, Compliance and Reputational Risks - Failure
to comply with the BSA, the Patriot Act and related AML
requirements, or with sanctions laws, could subject the Corporation
to enforcement actions, fines, penalties, sanctions and other
remedial actions."
On January 1, 2021, the National Defense Authorization Act ("NDAA")
was signed into law, which enacted the most significant overhaul of
the BSA and other AML-related laws since the Patriot Act. Notable
aspects of the NDAA include: (1) significant changes to the
collection of beneficial ownership and the establishment of a
beneficial ownership registry, which requires corporate entities
(generally, any corporation, LLC, or other similar entity with 20
or fewer employees and annual gross income of $5 million or less)
to report beneficial ownership information to FinCEN (which will be
maintained by FinCEN and made available upon request to financial
institutions); (2) enhanced whistleblower provisions, which provide
that one or more whistleblowers who voluntarily provide original
information leading to the successful enforcement of violations of
the BSA or other AML-related laws in any judicial or administrative
action brought by the Secretary of the Treasury or the Attorney
General resulting in monetary sanctions exceeding $1 million
(including disgorgement and interest but excluding forfeiture,
restitution, or compensation to victims) will receive not more than
30 percent of the monetary sanctions collected and will receive
increased protections; (3) increased penalties for violations of
the BSA; (4) improvements to existing information sharing
provisions that permit financial institutions to share information
relating to SARs with foreign branches, subsidiaries, and
affiliates (except those located in China, Russia, or certain other
jurisdictions) for the purpose of combating illicit finance risks;
and (5) expanded duties and powers of FinCEN. Many of the new
provisions, including those with respect to beneficial ownership,
require the Department of Treasury and FinCEN to promulgate
rules.
Commercial Real Estate Guidance
- Under guidance issued by the federal banking agencies, the
agencies have expressed concerns with institutions that ease
commercial real estate underwriting standards, and have directed
financial institutions to maintain underwriting discipline and
exercise risk management practices to identify, measure and monitor
lending risks. The agencies have also issued guidance that requires
a financial institution to employ enhanced risk management
practices if the institution is exposed to significant
concentration risk. Under that guidance, an institution is
potentially exposed to significant concentration risk if (i) total
reported loans for construction, land development, and other land
represent 100% or more of total capital or (ii) total reported
loans secured by multi-family and non-farm residential properties,
loans for construction, land development, and other land loans
otherwise sensitive to the general commercial real estate market,
including loans to commercial real estate related entities,
represent 300% or more of total capital, and the outstanding
balance of the institution's commercial real estate loan portfolio
has increased by 50% or more during the prior 36
months.
Community Reinvestment
- Under the Community Reinvestment Act of 1977 ("CRA"), Fulton Bank
has a continuing and affirmative obligation, consistent with its
safe and sound operation, to ascertain and meet the credit needs of
its entire community, including low- and moderate-income areas. The
CRA does not establish specific lending requirements or programs
for financial institutions, nor does it limit an institution's
discretion to develop the types of products and services that it
believes are best suited to its particular community. The CRA
requires an institution's primary federal regulator, in connection
with its examination of the institution, to assess the
institution's record of meeting the credit needs of its community
and to take such record into account in its evaluation of certain
applications by such institution. The assessment focuses on three
tests: (1) a lending test, to evaluate the institution's record of
making loans, including community development loans, in its
designated assessment areas; (2) an investment test, to evaluate
the institution's record of investing in community development
projects, affordable housing, and programs benefiting low- or
moderate-income individuals and areas and small businesses; and (3)
a service test, to evaluate the institution's delivery of banking
services throughout its CRA assessment area, including low- and
moderate-income areas. The CRA also requires all institutions to
make public disclosure of their CRA ratings. As of December 31,
2020, Fulton Bank was rated as "satisfactory." Regulations require
that Fulton Bank publicly disclose certain agreements that are in
fulfillment of CRA. Fulton Bank is not a party to any such
agreements at this time.
On June 5, 2020, the OCC issued a final rule in an attempt to
modernize the agency’s regulations under the CRA. The rule (i)
clarifies which activities qualify for CRA credit and (2) requires
banks to identify an additional assessment area based on where they
receive a significant portion of their domestic retail products,
thus creating two assessments areas: a deposit-based assessment
area and a facility-based assessment area. Also, on November 24,
2020, the OCC issued a proposed rule to establish
the agency’s approach to determine the CRA evaluation measure
benchmarks, retail lending distribution test thresholds, and
community development minimums under the general performance
standards set forth in the June 2020 final rule.
Standards for Safety and Soundness
- Pursuant to the requirements of FDICIA, as amended by the Riegle
Community Development and Regulatory Improvement Act of 1994
("Riegle-Neal Act"), the federal bank regulatory agencies adopted
guidelines establishing general standards relating to internal
controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate risk exposure,
asset growth, asset quality, earnings, compensation, fees and
benefits. In general, the guidelines require, among other things,
appropriate systems and practices to identify and manage the risks
and exposures specified in the guidelines. In addition, the
agencies have adopted regulations that authorize, but do not
require, an agency to order an institution that has been given
notice by an agency that it is not satisfying any of such safety
and soundness standards to submit a compliance plan. If the
institution fails to submit an acceptable compliance plan or fails
in any material respect to implement an accepted compliance plan,
the regulator must issue an order directing corrective actions and
may issue an order directing other actions of the types to which a
significantly undercapitalized institution is subject under the
"prompt corrective action" provisions of FDICIA. If the institution
fails to comply with such an order, the regulator may seek to
enforce such order in judicial proceedings and to impose civil
money penalties.
The guidelines prohibit excessive compensation as an unsafe and
unsound practice and describe compensation as excessive when the
amounts paid are unreasonable or disproportionate to the services
performed by an executive officer, employee, director or principal
shareholder. The federal banking agencies have issued guidance that
provides that, to be consistent with safety and soundness
principles, a banking organization's incentive compensation
arrangements should: (1) provide employees with incentives that
appropriately balance risk and reward; (2) be compatible with
effective controls and risk management; and (3) be supported by
strong corporate governance, including active and effective
oversight by the banking organization's board of directors.
Monitoring methods and processes used by a banking organization
should be commensurate with the size and complexity of the
organization and its use of incentive compensation.
During the second quarter of 2016, as required by the Dodd-Frank
Act, the federal bank regulatory agencies and the SEC proposed
revised rules on incentive-based compensation arrangements at
specified regulated entities having at least $1 billion in total
assets (including the Corporation and Fulton Bank), but these
proposed rules have not been finalized.
Privacy Protection and Cybersecurity
- Fulton Bank is subject to regulations implementing the privacy
protection provisions of the GLB Act. These regulations require
Fulton Bank to disclose its privacy policy, including identifying
with whom it shares "nonpublic personal information," to customers
at the time of establishing the customer relationship and annually
thereafter. The regulations also require Fulton Bank to provide its
customers with initial and annual notices that accurately reflect
its privacy policies and practices. In addition, to the extent its
sharing of such information is not covered by an exception, Fulton
Bank is required to provide its customers with the ability to
"opt-out" of having Fulton Bank share their nonpublic personal
information with unaffiliated third parties.
Fulton Bank is subject to regulatory guidelines establishing
standards for safeguarding customer information. These regulations
implement certain provisions of the GLB Act. The guidelines
describe the federal bank regulatory agencies' expectations for the
creation, implementation and maintenance of an information security
program, which would include administrative, technical and physical
safeguards appropriate to the size and complexity of the
institution and the nature and scope of its activities. The
standards set forth in the guidelines are intended to ensure the
security and confidentiality of customer records and information,
protect against any anticipated threats or hazards to the security
or integrity of such records and protect against unauthorized
access to or use of such records or information that could result
in substantial harm or inconvenience to any customer. These
guidelines, along with related regulatory materials, increasingly
focus on risk management and processes related to information
technology and the use of third parties in the provision of
financial services.
Certain states have enacted laws establishing consumer privacy
protections and data security requirements in their respective
states. For example, the California Consumer Privacy Act ("CCPA")
gives California residents new rights to receive certain
disclosures regarding the collection, use, and sharing of "Personal
Information," as well as rights to access, delete, and restrict the
sale of certain personal information collected about them. The CCPA
went into effect on January 1, 2020, and Fulton Bank is required to
comply with the CCPA in serving the small number of its customers
that are residents of California. Privacy and data security
legislation remained a priority issue in 2020. Attempts by state
and local governments to regulate consumer privacy have the
potential to create a patchwork of differing and/or conflicting
state regulations. In addition, Congress and federal regulatory
agencies are considering similar laws or regulations, which could
create new individual privacy rights and impose increased
obligations on companies handling personal data. For example, on
December 18, 2020, the federal financial regulatory agencies
announced a proposal that would require supervised banking
organizations to promptly notify their primary federal regulator in
the event of a computer security incident. If adopted without
substantial change, the proposed rule would require banking
organizations to notify their primary federal regulator promptly
(not later than 36 hours after the discovery of such incidents) of
such incidents, termed "computer-security incidents" that are
"notification incidents."
Federal Reserve System
- Federal Reserve Board regulations require depository institutions
to maintain cash reserves against specified deposit liabilities.
The dollar amount of a depository institution's reserve requirement
is determined by applying the reserve ratios specified in the
Federal Reserve Board's Regulation D to an institution's reservable
liabilities (primarily net transaction accounts such as NOW and
demand deposit accounts). A reserve of 3% must be maintained
against aggregate transaction account balances of between $16.9
million and $127.5 million (subject to adjustment by the Federal
Reserve Board) plus a reserve of 10% (subject to adjustment by the
Federal Reserve Board within a range of between 8% and 14%) against
that portion of total transaction account balances in excess of
$127.5 million. The first $16.9 million of otherwise reservable
balances (subject to adjustment by the Federal Reserve Board) are
exempt from the reserve requirements. Fulton Bank is in compliance
with the foregoing requirements.
Required reserves must be maintained in the form of either vault
cash, an account at a Federal Reserve Bank or a pass-through
account as defined by the Federal Reserve Board. Pursuant to the
Emergency Economic Stabilization Act of 2008, the Federal Reserve
Banks pay interest on depository institutions' required and excess
reserve balances. The interest rate paid on required reserve
balances is currently the average target federal funds rate over
the reserve maintenance period. The rate on excess balances will be
set equal to the lowest target federal funds rate in effect during
the reserve maintenance period.
However, on December 22, 2020, the Federal Reserve Board issued a
final rule that amends Regulation D by lowering the reserve
requirement ratios on transaction accounts maintained at depository
institutions to 0%. It is currently unclear whether the reduction
of the reserve requirements on transaction accounts is permanent
and any potential impact of such on the Bank’s lending activities
is also unclear.
Acquisitions
- The BHCA requires a bank holding company to obtain the prior
approval of the Federal Reserve Board before:
•the
company may acquire direct or indirect ownership or control of any
voting shares of any bank or savings and loan association, if after
such acquisition the bank holding company will directly or
indirectly own or control more than five percent of any class of
voting securities of the institution;
•the
company may acquire direct or indirect ownership or control of any
voting shares of any bank or savings and loan association, if after
such acquisition the bank holding company will directly or
indirectly own or control more than five percent of any class of
voting securities of the institution;
•the
company may merge or consolidate with any other bank or financial
holding company.
Prior regulatory approval is also generally required for mergers,
acquisitions and consolidations involving other insured depository
institutions. In reviewing acquisition and merger applications, the
bank regulatory authorities will consider, among other things, the
competitive effect of the transaction, financial and managerial
issues, including the capital position of the combined
organization, convenience and needs factors, including the
applicant's CRA record, the effectiveness of the subject
organizations in combating money laundering activities, and the
transaction's effect on the stability of the U.S. banking or
financial system.
The Change in Bank Control Act prohibits a person, entity or group
of persons or entities acting in concert, from acquiring "control"
of a bank holding company or bank unless the Federal Reserve Board
has been given prior notice and has not objected to the
transaction. Under Federal Reserve Board regulations, the
acquisition of 10% or more (but less than 25%) of the voting stock
of a corporation would, under the circumstances set forth in the
regulations, create a rebuttable presumption of acquisition of
control of the corporation.
On January 30, 2020, the Federal Reserve finalized a rule that
simplifies and increases the transparency of its rules for
determining when one company controls another company for purposes
of the BHC Act. The rule’s original effective date, April 1, 2020,
was delayed on March 31, 2020, and became effective September 30,
2020. The rule has and will likely continue to have a meaningful
impact on control determinations related to investments in banks
and bank holding companies and investments by bank holding
companies in nonbank companies.
Permissible Activities
- As a bank holding company, the Corporation may engage in the
business of banking, managing or controlling banks, performing
servicing activities for subsidiaries, and engaging in activities
that the Federal Reserve Board has determined, by order or
regulation, are so closely related to banking as to be a proper
incident thereto. As a financial holding company, the Corporation
may also may engage in or acquire and retain the shares of a
company engaged in activities that are financial in nature or
incidental or complementary to activities that are financial in
nature as long as the Corporation continues to meet the eligibility
requirements for financial holding companies, including that the
Corporation and each of its U.S. depository institution
subsidiaries remain "well-capitalized" and
"well-managed."
A depository institution is considered "well-capitalized" if it
satisfies the requirements of the Prompt Corrective Action
framework described above. A depository institution is considered
"well-managed" if it received a composite rating and management
rating of at least "satisfactory" in its most recent examination.
If a financial holding company ceases to be well-
capitalized and well-managed, the financial holding company must
enter into a non-public confidential agreement with the Federal
Reserve Board to comply with all applicable capital and management
requirements. Until the financial holding company returns to
compliance, the Federal Reserve Board may impose limitations or
conditions on the conduct of its activities, and the company may
not commence any new non-banking financial activities permissible
for financial holding companies or acquire a company engaged in
such financial activities without prior approval of the Federal
Reserve Board. If the company does not timely return to compliance,
the Federal Reserve Board may require divestiture of the financial
holding company's banking subsidiaries. Bank holding companies and
banks must also be well-capitalized and well-managed in order to
acquire banks located outside their home state. A financial holding
company will also be limited in its ability to commence non-banking
financial activities or acquire a company engaged in such financial
activities if any of its insured depository institution
subsidiaries fails to maintain a "satisfactory" rating under the
CRA.
Activities that are "financial in nature" include securities
underwriting, dealing and market making, advising mutual funds and
investment companies, insurance underwriting and agency, merchant
banking, and activities that the Federal Reserve Board, in
consultation with the Secretary of the Treasury, determines to be
financial in nature or incidental to such financial
activity.
"Complementary activities" are activities that the Federal Reserve
Board determines upon application to be complementary to a
financial activity and that do not pose a safety and soundness
issue.
Enforcement Powers of Federal Banking Regulators
- The Federal Reserve Board and other U.S. banking agencies have
broad enforcement powers with respect to an insured depository
institution and its holding company, including the power to (i)
impose cease and desist orders, substantial fines and other civil
penalties, (ii) terminate deposit insurance, and (iii) appoint a
conservator or receiver. Failure to comply with applicable laws or
regulations could subject the Corporation or Fulton Bank, as well
as their officers and directors, to administrative sanctions and
potentially substantial civil and criminal penalties.
In addition, under the BHCA, the Federal Reserve Board has the
authority to require a bank holding company to terminate any
activity or to relinquish control of a non-bank subsidiary upon the
Federal Reserve Board's determination that such activity or control
constitutes a serious risk to the financial soundness and stability
of a depository institution subsidiary of the bank holding
company.
Federal Securities Laws
- The Corporation is subject to the periodic reporting, proxy
solicitation, tender offer, insider trading, corporate governance
and other requirements under the Securities Exchange Act of 1934.
Among other things, the federal securities laws require management
to issue a report on the effectiveness of its internal controls
over financial reporting. In addition, the Corporation's
independent registered public accountants are required to issue an
opinion on the effectiveness of the Corporation's internal control
over financial reporting. These reports can be found in Part II,
Item 8, "Financial Statements and Supplementary Data."
Certifications of the Chief Executive Officer and the Chief
Financial Officer as required by the Sarbanes-Oxley Act of 2002 and
the resulting SEC rules can be found in the "Signatures" and
"Exhibits" sections.
Human Capital
The Corporation’s workforce at December 31, 2020 consisted of
approximately 3,300 full-time equivalent employees, compared to
approximately 3,500 full-time equivalent employees at December 31,
2019. While workforce numbers can be fluid over time and employee
attrition is a function of many variables, a significant portion of
the workforce decline at December 31, 2020 compared to December 31,
2019 was attributable to a publicly announced (see the
Corporation’s Current Report on Form 8-K filed on October 20,
2020), company-wide strategic operating expense review, which was
prompted by the prolonged and continuing effects of COVID-19 and
the expectation that interest rates could remain very low for the
next several years, as well as recognition of the need for the
Corporation to accelerate the timetable for certain technology and
digital investments that were in progress. The announced
optimization of Fulton Bank’s network of financial centers and
closing of 21 financial center offices was also part of that
strategic expense review.
Employee Engagement and Retention
The Corporation places a premium on having a highly engaged
workforce because engaged employees tend to perform at a higher
level, support the Corporation’s success, and are more likely to
remain with the organization. The Corporation conducts an annual
survey of its workforce to measure employee engagement, assess
employee morale and help to identify areas of the employee
experience that could be improved. The Corporation then tasks its
leaders to develop and implement communication and action plans
aimed at engaging with their respective teams to gain a better
understanding of the results of the assessment, and to foster
enhanced future engagement.
Leaders at the Corporation are held accountable for employee
engagement scores for the teams they lead, as each leader’s
engagement score is included in their annual performance review.
Additionally, aggregated employee engagement assessment results are
reported to the Corporation’s Board of Directors, as a key
indicator to the health and well-being of the
workforce.
Culture, Diversity and Inclusion
The Corporation believes that building relationships matters. This
belief includes relationships with clients and customers and
relationships among employees. In recent years, the Corporation has
placed significant emphasis on developing its corporate culture,
and now considers its culture to be one of the components of its
continuing success. The Corporation’s culture-shaping
program,
The Fulton Experience,
is a highly engaging program that is intended to spark new ways of
thinking about employees’ individual roles, how employees
collaborate, and how employees and the Corporation grow together as
an organization. The Corporation believes that it succeeds as a
company because it values the teamwork of its employees and fosters
a culture around that belief. More recently, the Corporation has
been applying that same emphasis to the development of a diverse
and inclusive workforce. The Corporation recognizes that having a
diverse and inclusive culture and workforce, that encourages
employees to share their opinions and different perspectives, and
fosters a culture of respect, are also crucial elements of a
successful organization. In 2020, the Corporation launched a
significant effort to enhance and accelerate diversity and
inclusion in its workforce by implementing a number of initiatives
aimed at improving its ability to attract and retain diverse
candidates so that, over time, the Corporation can increase the
diversity of its workforce to reflect the makeup of the communities
it serves.
Compensation and Rewards
The Corporation invests in its workforce by offering competitive
salaries, incentives and benefits that are part of the
Corporation’s pay for performance culture. This is implemented
through a number of incentive programs that are tailored to drive
performance in the business units, as well as at the corporate
level.
Workforce Recruitment and Development
The Corporation recruits its workforce, filling both vacant and new
positions, largely through the posting for such positions on its
own website, on social media platforms and through talent
recruiting efforts by internal recruiters. The Corporation provides
for professional development of new and existing employees largely
through the efforts of its Center for Learning and Talent
Development, which develops and administers a wide variety of
training programs for employee professional development. The
Corporation also provides for a number of off-site, third-party
offerings in which employees can further enhance their skills,
knowledge and leadership potential. One such example, afforded to
employees with future leadership potential, is through the
Corporation’s participation in the Stonier School of Banking
sponsored by the American Bankers Association.
COVID-19 Response
During 2020, the Corporation also needed to navigate the
ever-changing COVID-19 environment. From the start of the COVID-19
pandemic, the Corporation has been committed to supporting its
customers and communities. In response to the COVID-19 pandemic,
and related governmental guidance, the Corporation implemented
changes to its operations necessary to continue to serve the
communities in which it operates, while also striving to provide
the necessary protections for its employees. These changes included
having the majority of the Corporation’s employees work from home
for a continuing and indefinite period of time, while implementing
additional safety measures and protocols for employees continuing
critical on-site work.
The safety, health and wellness of the Corporation’s employees is a
top priority. The COVID-19 pandemic presented a unique challenge
with regard to maintaining workforce safety while continuing
successful operations, particularly at financial center locations
where employees routinely interact with the public.
Executive Officers
The executive officers of the Corporation are as
follows:
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E. Philip Wenger
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63 |
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Director of the Corporation since 2009 and Director of Fulton Bank,
N.A since 2019. Chairman of the Board and Chief Executive Officer
of the Corporation since January 2013. Mr. Wenger previously served
as President of the Corporation from 2008 to 2017, Chief Operating
Officer of the Corporation from 2008 to 2012, a Director of Fulton
Bank, N.A. from 2003 to 2009, Chairman of Fulton Bank, N.A. from
2006 to 2009 and has been employed by the Corporation in a number
of positions since 1979. |
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Mark R. McCollom
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56 |
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Senior Executive Vice President and Chief Financial Officer of the
Corporation since March of 2018. Mr. McCollom joined the
Corporation in November 2017 as Senior Executive Vice President and
Chief Financial Officer Designee. Before joining the corporation he
was a Senior Managing Director, Chief Administrative Officer and
COO of Griffin Financial Group, LLC. Prior to his role at Griffin
Financial Group, Mr. McCollom was the Chief Financial Officer of
Sovereign Bancorp, Inc. He has over 30 years of experience in the
financial services industry.
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Curtis J. Myers
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52 |
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Director of the Corporation since 2019 and Director of Fulton Bank,
N.A. since 2009. President and Chief Operating Officer of the
Corporation since January 1, 2018. Chairman and Chief Executive
Officer of Fulton Bank, N.A. since May 2018. Mr. Myers served as
Senior Executive Vice President of the Corporation from July 2013
to December 2017. President and Chief Operating Officer of Fulton
Bank, N.A. since February 2009. He served as Executive Vice
President of the Corporation since August 2011. Mr. Myers has been
employed by Fulton Bank, N.A. in a number of positions since
1990. |
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David M. Campbell
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59 |
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Senior Executive Vice President, and Director of Strategic
Initiatives and Operations since December 2014. Mr. Campbell joined
the Corporation as Chief Administrative Officer of Fulton Financial
Advisors, a division of Fulton Bank, N.A. in 2009, and was promoted
to President of Fulton Financial Advisors in 2010. He has more than
30 years of experience in financial services.
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Beth Ann L. Chivinski
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60 |
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Senior Executive Vice President and Chief Risk Officer of the
Corporation effective June 1, 2016. Previously, she served as the
Corporation’s Chief Audit Executive April 2013 to June 2016 and was
promoted to Senior Executive Vice President of the Corporation in
2014. Prior to that, she served as the Corporation’s Executive Vice
President, Controller and Chief Accounting Officer from June 2004
to March 31, 2013. Ms. Chivinski has worked in various positions
with the Corporation since 1994.
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Meg R. Mueller
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Senior Executive Vice President and Head of Commercial Business
since January 1, 2018. Ms. Mueller served as Chief Credit Officer
of the Corporation from 2010 - 2017 and was promoted to Senior
Executive Vice President of the Corporation in 2013. Ms. Mueller
has been employed by the Corporation in a number of positions since
1996.
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Angela M. Sargent
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53 |
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Senior Executive Vice President and Chief Information Officer of
the Corporation since July 2013. Ms. Sargent served as Executive
Vice President and Chief Information Officer from 2002 to 2013 and
has been employed by the Corporation in a number of positions since
1992.
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Angela M. Snyder
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56 |
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Senior Executive Vice President and Head of Consumer Banking since
January 1, 2018. She heads the Corporation's Consumer Banking line
of business. Ms. Snyder joined the Corporation in 2002 as President
of Woodstown National Bank she then served as Chairwoman, President
and CEO of Fulton Bank of New Jersey until 2019, when the
Corporation consolidated that bank into Fulton Bank, N.A. She has
more than 30 years of experience in the financial services
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Daniel R. Stolzer
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Senior Executive Vice President, Chief Legal Officer and Corporate
Secretary since January 1, 2018. Mr. Stolzer joined the Corporation
in 2013 as Executive Vice President, General Counsel and Corporate
Secretary. Prior to joining the Corporation, Mr. Stolzer served as
Chief Counsel - Special Projects at PNC Financial Services Group in
Pittsburgh, PA and Deputy General Counsel at KeyCorp in Cleveland,
OH. He has more than 30 years of experience working in financial
services law beginning with work at several law firms, including
Cadwalader, Wickersham & Taft in New York City where he was a
member of the Corporate Securities and Capital Markets practice
groups.
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Bernadette M. Taylor
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59 |
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Senior Executive Vice President, and Chief Human Resource Officer
since May 2015. In 2001, she was promoted to Senior Vice President
of employee services. She served as Executive Vice President of
employee services, employment, and director of human resources
before her promotion in 2015 to Chief Human Resources Officer. Dr.
Taylor joined the Corporation in 1994 as Corporate Training
Director at Fulton Financial Corporation. |
(1) As of December 31, 2020
Item 1A. Risk Factors
An investment in the Corporation's securities involves certain
risks, including, among others, the risks described below. In
addition to the other information contained in this report, you
should carefully consider the following risk factors.
ECONOMIC AND CREDIT RISKS.
Difficult conditions in the economy and the financial markets may
materially adversely affect the Corporation's business, results of
operations and financial condition.
The Corporation's results of operations and financial condition are
affected by conditions in the economy and the financial markets
generally. The Corporation's financial performance is highly
dependent upon the business environment in the markets where the
Corporation operates and in the United States as a whole.
Unfavorable or uncertain economic and market conditions can be
caused by: declines in economic growth, business activity or
investor or business confidence; limitations on the availability,
or increases in the cost, of credit and capital; changes in the
rate of inflation or in interest rates; high unemployment;
governmental fiscal and monetary policies; the level of, or changes
in, prices of raw materials, goods or commodities; global economic
conditions; trade policies and tariffs affecting other countries as
well as retaliatory policies and tariffs by such countries;
geopolitical events; natural disasters; public health crises, such
as epidemics and pandemics; acts of war or terrorism; or a
combination of these or other factors.
Specifically, the business environment impacts the ability of
borrowers to pay interest on, and repay principal of, outstanding
loans and the value of collateral, if any, securing those loans, as
well as demand for loans and other products and services the
Corporation offers. There continues to be significant ongoing
financial risk facing the U.S. economy, which could negatively
impact the quality of the Corporation's loan portfolio. As a
result, the Corporation may have to increase its provision for
credit losses, which would negatively impact its results of
operations, and could result in charge-offs of a higher percentage
of its loans. Unlike large, national institutions, the Corporation
is not able to spread the risks of unfavorable local economic
conditions across a large number of diversified economies and
geographic locations. If the communities in which the Corporation
operates do not grow, or if prevailing economic conditions locally
or nationally are unfavorable, its business could be adversely
affected. In addition, increased market competition in a lower
demand environment could adversely affect the profit potential of
the Corporation.
The COVID-19 pandemic has adversely affected, and will likely
continue to adversely affect, the Corporation’s business, results
of operations and financial condition for an indefinite
period.
Beginning in the first quarter of 2020, the COVID-19 pandemic has
caused substantial disruptions in economic and social activity,
both globally and in the United States. The spread of COVID-19, and
related governmental actions to mandate or encourage temporary
closures of businesses, quarantines, social distancing, "stay at
home" orders and other restrictions on in-person operations and
activities, have caused severe disruptions in the U.S. economy,
which has, in turn, disrupted, and will likely continue to disrupt,
the business, activities, and operations of the Corporation’s
customers, as well as the Corporation’s own business and
operations. The resulting impacts of the pandemic on consumers,
including high levels of unemployment, have continued to cause
changes in consumer and business spending, borrowing needs and
saving habits, which have and will likely continue to affect the
demand for loans and other products and services the Corporation
offers, as well as the creditworthiness of its borrowers and
guarantors. The significant decrease in commercial activity and
disruptions in supply chains associated with the pandemic, both
nationally and in the Corporation’s markets, may cause customers,
vendors and counterparties to be unable to meet existing payment or
other obligations to the Corporation. While portions of the
national economy have reopened, there is still significant
uncertainty concerning the breadth and duration of business
disruptions related to the COVID-19 pandemic, as well as their
impact on the U.S. economy. The extent to which the pandemic
impacts the Corporation’s results will depend on future
developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the
continuing severity of the COVID-19 pandemic, whether there are
additional outbreaks of COVID-19, and the actions taken to contain
it or treat its impact. Moreover, although multiple COVID-19
vaccines have received regulatory approval and are currently being
distributed to certain high-risk population groups, it is too early
to know how quickly these vaccines can be distributed to the
general population and how effective they will be in mitigating the
adverse social and economic effects of the COVID-19 pandemic. If
the pandemic continues to cause significant negative impacts to
economic conditions, the Corporation’s results of operations,
financial condition and cash flows could be materially adversely
impacted.
The Corporation’s business is dependent upon the willingness and
ability of its customers to conduct banking and other financial
transactions. In an effort to mitigate the spread of COVID-19, the
Corporation has adjusted service models at certain of its financial
center locations, including limiting some locations to drive-up and
ATM services only, offering lobby access by appointment only, and
encouraging the Corporation’s customers to use electronic banking
platforms. The Corporation expects some of these measures may
remain in place permanently. The increased use of electronic
banking platforms by the
Corporation’s customers may expose the Corporation to increased
operational risks, including fraud and cybersecurity risks. In
addition, the use of quarantines and social distancing methods to
curtail the spread of COVID-19 – whether mandated by governmental
authorities or recommended as a public health practice – may
adversely affect the Corporation’s operations as key personnel,
employees and customers avoid physical interaction. A significant
portion of the Corporation’s employees has transitioned to working
remotely as a result of the COVID-19 pandemic, which, in addition
to requiring added support from the Corporation’s information
technology infrastructure, increases cybersecurity risks. The
continued spread of COVID-19 (or an outbreak of a similar highly
contagious disease) could also negatively impact the business and
operations of third-party service providers who perform critical
services for the Corporation’s business. It is not yet known what
impact these operational changes may have on the Corporation’s
financial performance.
There continues to be broad concerns related to the potential
effects of the COVID-19 pandemic. The aftereffects of the pandemic
may continue to have an adverse effect on, among other things, (i)
the Corporation’s ability to attract customer deposits, (ii) the
ability of the Corporation’s borrowers to satisfy their
obligations, (iii) the demand for the Corporation’s loans or the
Corporation’s other products and services and/or (iv) unemployment
rates, financial markets, real estate markets or economic growth.
Further, the timing and ability of the Corporation’s customers’
businesses to re-open and ramp up to prior levels of activity will
vary, depending upon geography, industry and other
factors.
The outbreak of COVID-19 has significantly affected the financial
markets and has resulted in a number of responses by the U.S.
government, including reductions in interest rates by the FOMC.
These reductions in interest rates, especially if prolonged, could
adversely affect the Corporation’s net interest income and margins
and the Corporation’s profitability for an uncertain period of
time.
The COVID-19 pandemic and its impact on the economy heightens the
risk associated with many of the risk factors described in this
Annual Report on Form 10-K, including those related to economic
conditions in the Corporation’s market areas, interest rates, loan
losses, operational risks, the Corporation’s reliance on its
executives and third party service providers and impairments of
goodwill and intangible assets.
Governmental and regulatory actions to mitigate the impact of
COVID-19 could increase regulatory compliance risks and result in a
material decline in the Corporation’s earnings.
There have been several regulatory and legislative actions intended
to help mitigate the adverse economic impact of COVID-19 on
individuals, including mandates requiring financial institutions to
work constructively with borrowers affected by COVID-19 and
mandatory loan forbearances. Due to the unforeseen nature of the
pandemic, future regulatory action is highly uncertain and cannot
be predicted. Although the state-wide eviction and foreclosure
moratoriums have expired in some of the states we do business,
there are federal prohibitions. Further, there have been several
other bank regulatory actions and legislative changes intended to
help mitigate the adverse impact of COVID-19. There continues to be
mounting pressure on federal and state officials to take further
action. In addition, the Corporation’s administration of COVID-19
relief programs is likely to be subject to greater regulatory
scrutiny. For example, the newly appointed Acting Director of the
CFPB recently expressed concerns regarding some regulated
companies’ administration of COVID-19 relief programs and
communicated the CFPB’s intent to take aggressive action and
expedite enforcement actions to ensure that regulated companies
follow the law and meet their obligations to assist consumers
during the COVID-19 pandemic.
The Corporation has offered, and may continue to offer, payment
deferrals, forbearances, fee waivers, and other forms of assistance
to commercial, small business and consumer customers that have been
impacted by the COVID-19 pandemic. If these customers are unable to
repay their loans in a timely manner when payment deferrals,
forbearances or other forms of assistance end, delinquency levels
may increase, the Corporation may be required to reverse the
accrual of interest during the deferral or forbearance period, and
the Corporation may need to increase its ACL through provisions for
credit losses. In addition, the existence of deferrals,
forbearances and other forms of assistance provided to borrowers
impacted by the COVID-19 pandemic may not be considered TDRs or be
required to be reflected as delinquent during the applicable
deferral or forbearance period, and may make it more challenging to
identify deterioration in individual borrower performance and in
the loan portfolio generally. See Item 1. "Business-Supervision and
Regulation-Governmental and Regulatory Actions to Mitigate the
Impact of the COVID-19 Pandemic."
The Corporation originated a significant number of loans under the
SBA’s Paycheck Protection Program, which may expose the Corporation
to potential risks and may result in a large number of such loans
remaining on the Corporation’s consolidated balance
sheets.
The Corporation is a participating lender under the PPP, a loan
program administered through the SBA, that was created to help
eligible businesses, organizations and self-employed persons fund
their operating costs during the COVID-19 pandemic. There are areas
of ambiguity in the laws, regulations and guidance relating to the
operation of the PPP, which exposes the Corporation to potential
risks relating to non-compliance with the requirements of the PPP.
For example, other lenders have been named in
litigation related to their processes and procedures for accepting
and processing applications for PPP loans and other matters related
to PPP loans. In addition, the Corporation may be exposed to credit
risk in connection with PPP loans if a determination is made by the
SBA that a deficiency exists in the manner in which the PPP loan
was originated, funded or serviced. If a deficiency is identified,
the SBA may deny or limit its liability under its guaranty, or seek
to recover from the Corporation amounts paid pursuant to its
guaranty. Moreover, loan programs adopted by the federal
government, such as the PPP and the Main Street Lending Program,
while intended to lessen the impact of the pandemic on businesses,
may result in a decreased demand for the Corporation’s loan
products. See Item 1. "Business-Supervision and
Regulation-Governmental and Regulatory Actions to Mitigate the
Impact of the COVID-19 Pandemic."
The Corporation is subject to certain risks in connection with the
establishment and level of its allowance for credit
losses.
The ACL consists of the ACL - Loans, which is recorded as a
reduction to loans on the consolidated balance sheets, and the ACL
for OBS credit exposures, which is included in other liabilities on
the consolidated balance sheets. While the Corporation believes
that its ACL as of December 31, 2020 was sufficient to cover
expected future credit losses in its financial instruments,
principally the loan portfolio and OBS credit exposures, as of that
date, the Corporation may need to increase its provision for credit
losses in future periods due to changes in the risk characteristics
of the loan portfolio or OBS credit exposures, forecasted economic
conditions and growth in the loan portfolio or OBS credit
exposures, among other factors, thereby negatively impacting its
results of operations. The determination of the ACL depends
significantly upon the Corporation's assumptions and judgments with
respect to a variety of factors, including the performance of the
loan portfolio, the weighted-average remaining lives of different
classifications of loans within the loan portfolio and current and
forecasted economic conditions, as well as changes in lending
policy, the nature and volume of the portfolio, credit
concentrations, specific industry risks, competition, model
imprecision and legal and regulatory requirements, among other
factors. If the Corporation's assumptions and judgments regarding
such matters prove to be inaccurate, its ACL might not be
sufficient, and additional provisions for credit losses might need
to be made. Depending on the amount of such provisions for credit
losses, the adverse impact on the Corporation's earnings could be
material.
Furthermore, banking regulators may require the Corporation to make
additional provisions for credit losses, or otherwise recognize
further loan charge-offs or impairments following their periodic
reviews of the Corporation's loan portfolio, underwriting
procedures and the ACL. Any increase in the ACL or loan charge-offs
as required by such regulatory agencies could have a material
adverse effect on the Corporation's financial condition and results
of operations. See "Note 1 - Summary of Significant Accounting
Policies – Allowance for Credit Losses" in the Notes to
Consolidated Financial Statements in Item 8. "Financial Statements
and Supplementary Data" and Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Financial
Condition-Allowance for Credit Losses and Asset
Quality."
The composition of the Corporation's loan portfolio and competition
for loans subject the Corporation to credit risk.
Approximately 73%
of the Corporation's loan portfolio was in commercial loans,
commercial mortgage loans, and construction loans at December 31,
2020. Commercial loans, commercial mortgage loans and construction
loans generally involve a greater degree of credit risk than
residential mortgage loans and consumer loans because they
typically have larger balances and are likely to be more sensitive
to broader economic factors and conditions. Because payments on
these loans often depend on the successful operation and management
of businesses and properties, repayment of such loans may be
affected by factors outside the borrower's control, such as adverse
conditions in the real estate markets, adverse economic conditions
or changes in governmental regulation.
Furthermore, intense competition among both bank and non-bank
lenders could increase pressure on the Corporation to relax its
credit standards and/or underwriting criteria in order to achieve
the Corporation's loan growth targets. This could result in greater
challenges in the repayment or collection of loans should economic
conditions, or individual borrower performance, deteriorate.
Additionally, competitive pressures could drive the Corporation to
consider loans and customer relationships that are outside of the
Corporation's established risk appetite or target customer base,
posing similar repayment and collection risk. See Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations-Financial Condition-Loans."
MARKET RISKS.
The Corporation is subject to interest rate risk.
The Corporation cannot predict or control changes in interest
rates. The Corporation is affected by fiscal and monetary policies
of the federal government, including those of the Federal Reserve
Board, which regulates the national money supply and engages in
other lending and investment activities in order to manage
recessionary and inflationary pressures, many of which affect
interest rates charged on loans and paid on deposits.
Net interest income is the difference between interest earned on
interest-earning assets and interest paid on interest-bearing
liabilities. Net interest income is the most significant component
of the Corporation's net income, accounting for approximately 74%
of total revenues in 2020. Changes in market interest rates, in the
shape of the yield curve or in spreads between different market
interest rates can have a material effect on the Corporation's net
interest margin, or the difference between interest earned on loans
and investments and interest paid on deposits and borrowings. The
rates on some interest-earning assets, such as loans and
investments, and interest-bearing liabilities, such as deposits and
borrowings, adjust concurrently with, or within a brief period
after, changes in market interest rates, while others adjust only
periodically or not at all during their terms. Thus, changes in
market interest rates might, for example, result in a decrease in
the interest earned on interest-earning assets that is not
accompanied by a corresponding decrease in the interest paid on
interest-bearing liabilities, or the decrease in interest paid
might be at a slower pace, or in a smaller amount, than the
decrease in interest earned, reducing the Corporation's net
interest income and/or net interest margin. See Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations-Net Interest Income."
Changes in interest rates may also affect the average life of loans
and certain investment securities, most notably mortgage-backed
securities. Decreases in interest rates can result in increased
prepayments of loans and certain investment securities, as
borrowers or issuers refinance to reduce their borrowing costs.
Under those circumstances, the Corporation would be subject to
reinvestment risk to the extent that it is not able to reinvest the
cash received from such prepayments at rates that are comparable to
the rates on the loans and investment securities which are prepaid.
Conversely, increases in interest rates may extend the average life
of fixed rate assets, which could restrict the Corporation's
ability to reinvest in higher yielding alternatives, and may result
in customers withdrawing certificates of deposit early so long as
the early withdrawal penalty is less than the interest they could
receive as a result of the higher interest rates.
Changes in interest rates also affect the fair value of
interest-earning investment securities. Generally, the value of
interest-earning investment securities moves inversely with changes
in interest rates. In the event that the fair value of an
investment security declines below its amortized cost, the
Corporation is required to determine whether the decline
constitutes an OTTI. The determination of whether a decline in fair
value is other-than-temporary depends on a number of factors,
including whether the Corporation has the intent and ability to
retain the investment security for a period of time sufficient to
allow for any anticipated recovery in fair value. If a
determination is made that a decline is other-than-temporary, an
OTTI charge is recorded.
The planned phasing out of LIBOR as a financial benchmark presents
risks to the financial instruments originated or held by the
Corporation.
LIBOR is the reference rate used for many of the Corporation's
transactions, including variable and adjustable rate loans,
derivative contracts, borrowings and other financial instruments.
However, a reduced volume of interbank unsecured term borrowing,
coupled with legal and regulatory proceedings related to rate
manipulation by certain financial institutions, has led to
international reconsideration of LIBOR as a financial benchmark.
The United Kingdom Financial Conduct Authority ("FCA"), which
regulates the process for establishing LIBOR, announced in July
2017 that the FCA intends to stop persuading, or compelling, banks
to submit rates for the calculation of LIBOR after 2021. Until such
time, however, FCA panel banks have agreed to continue to support
LIBOR.
Regulators, industry groups and certain committees (e.g., the
Alternative Reference Rates Committee) have, among other things,
published recommended fallback language for LIBOR-linked financial
instruments, identified recommended alternatives for certain LIBOR
rates (e.g., the Secured Overnight Financing Rate and the American
Interbank Offered Rate (“Ameribor”) as the recommended alternative
to U.S. Dollar LIBOR), and proposed implementation of the
recommended alternatives in floating rate instruments. At this
time, it is not possible to predict whether these recommendations
and proposals will be broadly accepted, whether they will continue
to evolve, and what the effect of their implementation may be on
the markets for floating-rate financial instruments. The
uncertainty surrounding potential reforms, including the use of
alternative reference rates and changes to the methods and
processes used to calculate rates, may have an adverse effect on
the trading market for LIBOR-based securities, loan yields, and the
amounts received and paid on derivative contracts and other
financial instruments. In addition, the implementation of LIBOR
reform proposals may result in increased compliance and operational
costs.
Changes in interest rates can affect demand for the Corporation's
products and services.
Movements in interest rates can cause demand for some of the
Corporation's products and services to be cyclical. For example,
demand for residential mortgage loans has historically tended to
increase during periods when interest rates were declining and to
decrease during periods when interest rates were rising. As a
result, the Corporation may need to periodically increase or
decrease the size of certain of its businesses, including its
personnel, to match increases and decreases in demand and volume.
The need to change the scale of these businesses is challenging,
and there is often a lag between changes in the businesses and the
Corporation's reaction to these changes.
Price fluctuations in securities markets, as well as other market
events, such as a disruption in credit and other markets and the
abnormal functioning of markets for securities, could have an
impact on the Corporation's results of operations.
The market value of the Corporation's securities investments, which
include mortgage-backed securities, state and municipal securities,
auction rate securities, and corporate debt securities, as well as
the revenues the Corporation earns from its trust and investment
management services business, are particularly sensitive to price
fluctuations and market events. Declines in the values of the
Corporation's securities holdings, combined with adverse changes in
the expected cash flows from these investments, could result in
OTTI charges.
The Corporation's investment management and trust services revenue,
which is partially based on the value of the underlying investment
portfolios, can also be impacted by fluctuations in the securities
markets. If the values of those investment portfolios decrease,
whether due to factors influencing U.S. or international securities
markets, in general, or otherwise, the Corporation's revenue could
be negatively impacted. In addition, the Corporation's ability to
sell its brokerage services is dependent, in part, upon consumers'
level of confidence in securities markets. See Item 7A.
"Quantitative and Qualitative Disclosures About Market
Risk."
LIQUIDITY RISK.
Changes in interest rates or disruption in liquidity markets may
adversely affect the Corporation's sources of
funding.
The Corporation must maintain sufficient sources of liquidity to
meet the demands of its depositors and borrowers, support its
operations and meet regulatory expectations. The Corporation's
liquidity management policies and practices emphasize core deposits
and repayments and maturities of loans and investments as its
primary sources of liquidity. These primary sources of liquidity
can be supplemented by FHLB advances, borrowings from the Federal
Reserve Bank, proceeds from the sales of loans and use of liquidity
resources of the Corporation, including capital markets funding.
Lower-cost, core deposits may be adversely affected by changes in
interest rates, and secondary sources of liquidity can be more
costly to the Corporation than funding provided by deposit account
balances having similar maturities. In addition, adverse changes in
the Corporation's results of operations or financial condition,
downgrades in the Corporation's credit ratings, regulatory actions
involving the Corporation, or changes in regulatory, industry or
market conditions could lead to increases in the cost of these
secondary sources of liquidity, the inability to refinance or
replace these secondary funding sources as they mature, or the
withdrawal of unused borrowing capacity under these secondary
funding sources.
The Corporation relies on customer deposits as its primary source
of funding. A substantial majority of the Corporation's deposits
are in non-maturing accounts, which deposit customers can withdraw
on demand or upon several days' notice. Factors, many of which are
outside the Corporation's control, can cause fluctuations in both
the level and cost of customer deposits. These factors include
competition for customer deposits from other financial institutions
and non-bank competitors, changes in interest rates, the rates of
return available from alternative investments or asset classes,
changes in customer confidence in the Corporation or in financial
institutions generally, and the liquidity needs of the
Corporation's deposit customers. Further, deposits from state and
municipal entities, primarily in non-maturing, interest-bearing
accounts, are a significant source of deposit funding for the
Corporation, representing approximately 11% of total deposits at
December 31, 2020. State and municipal customers frequently
maintain large deposit account balances substantially in excess of
the per-depositor limit of FDIC insurance, and may be more
sensitive than other depositors to changes in interest rates and
the other factors discussed above. Advances in technology, such as
online banking, mobile banking, digital payment platforms and the
acceleration of financial technology innovation, have also made it
easier to move money, potentially causing customers to switch
financial institutions or switch to non-bank competitors. Movement
of customer deposits into higher-yielding deposit accounts offered
by the Corporation, the need to offer higher interest rates on
deposit accounts to retain customer deposits, or the movement of
customer deposits into alternative investments or deposits of other
banks or non-bank providers could increase the Corporation's
funding costs, reduce its net interest margin and/or create
liquidity challenges.
Market conditions have been negatively impacted by disruptions in
the liquidity markets in the past, and such disruptions or an
adverse change in the Corporation's results of operations or
financial condition could, in the future, have a negative impact on
secondary sources of liquidity. If the Corporation is not able to
continue to rely primarily on customer deposits to meet its
liquidity and funding needs, continue to access secondary,
non-deposit funding sources on favorable terms or otherwise fails
to manage its liquidity effectively, the Corporation's ability to
continue to grow may be constrained, and the Corporation's
liquidity, operating margins, results of operations and financial
condition may be materially adversely affected. See Item 7A.
"Quantitative and Qualitative Disclosures About Market
Risk-Interest Rate Risk, Asset/Liability Management and
Liquidity."
LEGAL, COMPLIANCE AND REPUTATIONAL RISKS.
The Corporation and Fulton Bank are subject to extensive regulation
and supervision and may be adversely affected by changes in laws
and regulations or any failure to comply with laws and
regulations.
Virtually every aspect of the Corporation's and Fulton Bank's
operations is subject to extensive regulation and supervision by
federal and state regulatory agencies, including the Federal
Reserve Board, OCC, FDIC, CFPB, DOJ, UST, SEC, HUD, state attorneys
general and state banking, financial services, securities and
insurance regulators. Under this regulatory framework, regulatory
agencies have broad authority in carrying out their supervisory,
examination and enforcement responsibilities to address compliance
with applicable laws and regulations, including laws and
regulations relating to capital adequacy, asset quality, liquidity,
risk management and financial accounting and reporting, as well as
laws and regulations governing consumer protection, fair lending,
privacy, information security and cybersecurity risk management,
third-party vendor risk management, and AML and anti-terrorism
laws, among other aspects of the Corporation's business. Failure to
comply with these regulatory requirements, including inadvertent or
unintentional violations, may result in the assessment of fines and
penalties, or the commencement of informal or formal regulatory
enforcement actions against the Corporation or Fulton Bank. Other
negative consequences can also result from such failures, including
regulatory restrictions on the Corporation's activities, including
restrictions on the Corporation's ability to grow through
acquisition, reputational damage, restrictions on the ability of
institutional investment managers to invest in the Corporation's
securities and increases in the Corporation's costs of doing
business.
The U.S. Congress and state legislatures and federal and state
regulatory agencies continually review banking and other laws,
regulations and policies for possible changes. Changes in
applicable federal or state laws, regulations or governmental
policies may affect the Corporation and its business. The effects
of such changes are difficult to predict and may produce unintended
consequences. New laws, regulations or changes in the regulatory
environment could limit the types of financial services and
products the Corporation may offer, alter demand for existing
products and services, increase the ability of non-banks to offer
competing financial services and products, increase compliance
burdens, or otherwise adversely affect the Corporation's business,
results of operations or financial condition. Further, unified
Democratic control of the White House and both chambers of Congress
will allow Democratic control of the legislative and executive
agendas. The Corporation expects that Democratic-led Congressional
committees will pursue greater oversight and will also pay
increased attention to the banking sector’s role in providing
COVID-19-related assistance. The prospects for the enactment of
major banking reform legislation under the new Congress are unclear
at this time.
Further, the turnover of the presidential administration has
produced, and likely will continue to produce, various changes in
the leadership and senior staffs of the federal regulatory
agencies. The heads of many of these agencies will change in 2021
pending Senate confirmation. Also, the Board of Governors of the
Federal Reserve and the FDIC Board of Directors may experience
significant turnover within the next several years. Future
regulatory agendas and the impact of such on the Corporation and
the financial services sector generally cannot be predicted at this
time.
Compliance with banking and financial services statutes and
regulations is also important to the Corporation's ability to
engage in new activities or to expand existing activities.
Regulators continue to scrutinize banks through longer and more
intensive examinations. Federal and state banking agencies possess
broad powers to take supervisory actions, as they deem appropriate.
These supervisory actions may result in higher capital
requirements, higher deposit insurance premiums and limitations on
the Corporation's operations and expansion activities that could
have a material adverse effect on its business and profitability.
The Corporation has dedicated significant time, effort, and expense
over time to comply with regulatory and supervisory standards and
requirements imposed by the Corporation's regulators, and the
Corporation expects that it will continue to do so. If the
Corporation fails to develop at a reasonable cost the systems and
processes necessary to comply with the standards and requirements
imposed by these rules, it could have a material adverse effect on
the Corporation's business, financial condition, or results of
operations.
Failure to comply with the BSA, the Patriot Act and related AML
requirements, or with sanctions laws, could subject the Corporation
to enforcement actions, fines, penalties, sanctions and other
remedial actions.
Regulators have broad authority to enforce AML and sanctions laws.
Failure to comply with AML and sanctions laws or to maintain an
adequate compliance program can lead to significant monetary
penalties and reputational damage, and federal regulators evaluate
the effectiveness of an applicant in combating money laundering
when considering approval of applications to acquire, merge, or
consolidate with another banking institution, or to engage in other
expansionary activities. There have been a number of significant
enforcement actions by regulators, as well as state attorneys
general and the DOJ, against banks, broker-dealers and non-bank
financial institutions with respect to AML and sanctions laws and
some have resulted in substantial penalties, including criminal
pleas. Enforcement actions have included the Federal Reserve
Board's Consent Order against the Corporation in 2014 (the "Consent
Order"), which was terminated in May 2019, in connection with
alleged deficiencies in the Corporation's BSA/AML compliance
program. Any violation of law or regulation, possibly even
inadvertent
or unintentional violations, could result in the fines, sanctions
or other penalties described above, including one or more
additional consent orders against Fulton Bank or the Corporation,
which could have significant reputational or other consequences and
could have a material adverse effect on the Corporation’s business,
financial condition and results of operations.
Additional expenses and investments have been incurred in recent
years as the Corporation expanded its hiring of personnel and use
of outside professionals, such as consulting and legal services,
and made capital investments in operating systems to strengthen and
support the Corporation's BSA/AML compliance program, as well as
the Corporation's broader compliance and risk management
infrastructures. The expense and capital investment associated with
all of these efforts, including those undertaken in connection with
the Consent Order, have had an adverse effect on the Corporation's
results of operations in recent periods and could have a material
adverse effect on the Corporation's results of operations in one or
more future periods.
The Dodd-Frank Act continues to have a significant impact on the
Corporation's business and results of operations.
The Dodd-Frank Act has had a substantial impact on many aspects of
the financial services industry. The Corporation has been impacted,
and will likely continue to be impacted in the future, by the
so-called Durbin Amendment to the Dodd-Frank Act, which reduced
debit card interchange revenue of banks, and revised FDIC deposit
insurance assessments. The Corporation has also been impacted by
the Dodd-Frank Act in the areas of corporate governance, capital
requirements, risk management and regulation under federal consumer
protection laws.
The CFPB, which was established pursuant to the Dodd-Frank Act, has
imposed enforcement actions against a variety of bank and non-bank
market participants with respect to a number of consumer financial
products and services. These actions have resulted in those
participants expending significant time, money and resources to
adjust to the initiatives being pursued by the CFPB. These
enforcement actions may serve as precedent for how the CFPB
interprets and enforces consumer protection laws, including
practices or acts that are deemed to be unfair, deceptive or
abusive, with respect to all supervised institutions, which may
result in the imposition of higher standards of compliance with
such laws. Other federal financial regulatory agencies, including
the OCC, as well as state attorneys general and state banking
agencies and other state financial regulators, also have been
active in this area with respect to institutions over which they
have jurisdiction. Federal financial regulatory agencies may be
even more active in this area under the Biden Administration. See
Item 1. "Business-Supervision and Regulation."
Changes in U.S. federal, state or local tax laws may negatively
impact the Corporation's financial performance.
The Corporation is subject to changes in tax law that could
increase the Corporation's effective tax rates. These law changes
may be retroactive to previous periods and, as a result, could
negatively affect the Corporation's current and future financial
performance. In December 2017, the Tax Act was signed into law,
which resulted in significant changes to the U.S. Internal Revenue
Code of 1986, as amended (the "Code"). The Tax Act reduced the
Corporation's Federal corporate income tax rate to 21% beginning in
2018. However, the Tax Act also imposed limitations on the
Corporation's ability to take certain deductions, such as the
deduction for FDIC deposit insurance premiums, which partially
offset the increase in net income from the lower tax
rate.
In addition, a number of the changes to the Code are set to expire
in future years. There is substantial uncertainty concerning
whether those expiring provisions will be extended, or whether
future legislation will further revise the Code.
From time to time the Corporation may be the subject of litigation
and governmental or administrative proceedings. Adverse outcomes of
any such litigation or proceedings may have a material adverse
impact on the Corporation's business and results of operations as
well as its reputation.
Many aspects of the Corporation's business involve substantial risk
of legal liability. From time to time, the Corporation has been
named or threatened to be named as defendant in various lawsuits
arising from its business activities (and in some cases from the
activities of companies that were acquired). In addition, the
Corporation is periodically the subject of governmental
investigations and other forms of regulatory or governmental
inquiry. For example, as previously disclosed, the Corporation
recently consented to the entry of an administrative civil
cease-and-desist order and paid a civil monetary penalty of $1.5
million to resolve an investigation by the staff of the Division of
Enforcement of the SEC regarding certain accounting determinations
that could have impacted the Corporation's reported earnings per
share. Like other large financial institutions, the Corporation is
also subject to risk from potential employee misconduct, including
non-compliance with policies and improper use or disclosure of
confidential information. These lawsuits, investigations, inquiries
and other matters could lead to administrative, civil or criminal
proceedings, or result in adverse judgments, settlements, fines,
penalties, restitution, injunctions or other types of sanctions, or
the need for the Corporation to undertake remedial actions, or to
alter its business, financial or accounting practices. Substantial
legal liability or significant regulatory actions against the
Corporation could materially adversely affect the Corporation's
business, financial condition or results of operations and/or cause
significant reputational harm. The Corporation establishes reserves
for legal claims when payments associated with the claims become
probable and the
costs can be reasonably estimated. For matters where a loss is not
probable, or the amount of the loss cannot be reasonably estimated
by the Corporation, no loss reserve is established. However, the
Corporation may still incur potentially significant legal costs for
a matter, even if a reserve has not been established.
The Corporation can provide no assurance as to the outcome or
resolution of legal or administrative actions or investigations,
and such actions and investigations may result in judgments against
the Corporation for significant damages or the imposition of
regulatory restrictions on the Corporation's operations. Resolution
of these types of matters can be prolonged and costly, and the
ultimate results or judgments are uncertain due to the inherent
uncertainty in the outcomes of litigation and other
proceedings.
STRATEGIC AND EXTERNAL RISKS.
The Corporation may not be able to achieve its growth
plans.
The Corporation's business plan includes the pursuit of profitable
growth. Under current economic, competitive and regulatory
conditions, profitable growth may be difficult to achieve due to
one or more of the following factors:
•In
the current interest rate environment, it may become more difficult
for the Corporation to further increase its net interest margin or
its net interest margin may come under further downward pressure.
As a result, income growth will likely need to come from growth in
the volume of earning assets, particularly loans, and an increase
in non-interest income. However, customer demand and competition
could make such income growth difficult to achieve;
and
•The
Corporation may seek to supplement organic growth through
acquisitions, but may not be able to identify suitable acquisition
opportunities, obtain the required regulatory approvals or
successfully integrate acquired businesses.
To achieve profitable growth, the Corporation may pursue new lines
of business or offer new products or services, all of which can
involve significant costs, uncertainties and risks. Any new
activity the Corporation pursues may require a significant
investment of time and resources, and may not generate the
anticipated return on that investment. Sustainable growth requires
that the Corporation manage risks by balancing loan and deposit
growth at acceptable levels of risk, maintaining adequate liquidity
and capital, hiring and retaining qualified employees, successfully
managing the costs and implementation risks with respect to
strategic projects and initiatives, and integrating acquisition
targets while managing costs. In addition, the Corporation may not
be able to effectively implement and manage any new activities.
External factors, such as the need to comply with additional
regulations, the availability, or introduction, of competitive
alternatives in the market, and changes in customer preferences may
also impact the successful implementation of any new activity. Any
new activity could have a significant impact on the effectiveness
of the Corporation's system of internal controls. If the
Corporation is not able to adequately identify and manage the risks
associated with new activities, the Corporation's business, results
of operations and financial condition could be materially and
adversely impacted.
The Corporation faces a variety of risks in connection with
potential acquisitions.
The Corporation may seek to supplement organic growth through
acquisitions of banks or branches, or other financial businesses or
assets. Acquiring other banks, branches, financial businesses or
assets involves a variety of risks commonly associated with
acquisitions, including, among other things:
•The
possible loss of key employees and customers of the acquired
business;
•Potential
disruption of the acquired business and the Corporation's
business;
•Exposure
to potential asset quality issues of the acquired
business;
•Potential
exposure to unknown or contingent liabilities of the acquired
business including, without limitation, liabilities for regulatory
and compliance issues;
•Potential
changes in banking or tax laws or regulations that may affect the
acquired business; and
•Potential
difficulties in integrating the acquired business, resulting in the
diversion of resources from the operation of the Corporation's
existing businesses.
Acquisitions typically involve the payment of a premium over book
and market values, and therefore, some dilution of the
Corporation's tangible book value and net income per common share
may occur in connection with any future transaction. Failure to
realize the expected revenue increases, cost savings, increases in
geographic or product presence, and/or other projected benefits
from an acquisition could have a material adverse effect on the
Corporation's business, financial condition and results of
operations. In addition, the Corporation faces significant
competition from other financial services institutions, some of
which may have greater financial resources than the Corporation,
when considering acquisition opportunities. Accordingly, attractive
opportunities may not be available and there can be no assurance
that the Corporation will be successful in identifying, completing
or integrating future acquisitions.
The competition the Corporation faces is significant and may reduce
the Corporation's customer base and negatively impact the
Corporation's results of operations.
There is significant competition among commercial banks in the
market areas served by the Corporation. In addition, the
Corporation also competes with other providers of financial
services, such as savings and loan associations, credit unions,
consumer finance companies, securities firms, insurance companies,
commercial finance and leasing companies, the mutual funds
industry, full service brokerage firms and discount brokerage
firms, some of which are subject to less extensive regulation than
the Corporation and have different cost structures. Some of the
Corporation's competitors have greater resources, higher lending
limits, lower cost of funds and may offer other services not
offered by the Corporation. The Corporation also experiences
competition from a variety of institutions outside its market
areas. Some of these institutions conduct business primarily over
the Internet and, as a result, may be able to realize certain cost
savings and offer products and services at more favorable rates and
with greater convenience to the customer. The financial services
industry could become even more competitive as a result of
legislative, regulatory and technological changes and continued
consolidation. In addition, technology has lowered barriers to
entry and made it possible for non-banks to offer products and
services traditionally provided by banks, such as funds transfers,
payment services, residential mortgage loans, consumer loans and
wealth and investment management services. Competition with
non-banks, including technology companies, to provide financial
products and services is intensifying. In particular, the activity
of financial technology companies ("Fintechs") has grown
significantly over recent years and is expected to continue to
grow. Fintechs have and may continue to offer bank or bank-like
products. In July 2018, the OCC announced that it will begin
accepting applications from Fintechs to become special purpose
national banks. Although the OCC’s authority to issue special
purpose bank charters to non-bank Fintechs continues to be subject
to ongoing litigation, similar developments are likely to result in
even greater competition within all areas of the Corporation’s
operations.
Competition may adversely affect the rates the Corporation pays on
deposits and charges on loans, and could result in the loss of fee
income, as well as the loss of customer deposits and the income
generated from those deposits, thereby potentially adversely
affecting the Corporation's profitability and its ability to
continue to grow. The Corporation's profitability and continued
growth depends upon its continued ability to successfully compete
in the market areas it serves. See Item 1.
"Business-Competition."
Climate change may materially adversely affect the Corporation's
business and results of operations.
The Corporation operates in areas where its business and the
activities of its customers could be impacted by the effects of
climate change. The effects of climate change may include increased
frequency or severity of weather-related events, such as severe
storms, hurricanes, flooding and droughts, and rising sea levels.
These effects can disrupt business operations, damage property,
devalue assets and change consumer and business preferences, which
may adversely affect borrowers, increase credit risk and reduce
demand for the Corporation’s products and services. In addition,
increasing concerns over the long-term impacts of climate change
have led and will likely continue to lead to legislative and
regulatory initiatives to combat climate change and may result in
increased supervisory expectations with respect to banks’ risk
management practices related to climate change. Climate change, its
effects and the resulting, unknown impacts could have a material
adverse effect on the Corporation’s financial condition and results
of operations.
If the goodwill that the Corporation has recorded or records in the
future in connection with its acquisitions becomes impaired, it
could have a negative impact on the Corporation's results of
operations.
In the past, the Corporation supplemented its internal growth with
strategic acquisitions of banks, branches and other financial
services companies. In the future, the Corporation may seek to
supplement organic growth through additional acquisitions. If the
purchase price of an acquired company exceeds the fair value of the
company's net assets, the excess is carried on the acquirer's
balance sheet as goodwill. As of December 31, 2020, the Corporation
had $533.4 million of goodwill recorded on its balance sheet. The
Corporation is required to evaluate goodwill for impairment at
least annually. Write-downs of the amount of any impairment, if
necessary, are to be charged to earnings in the period in which the
impairment occurs. There can be no assurance that future
evaluations of goodwill will not result in impairment
charges.
Changes in accounting policies, standards, and interpretations
could materially affect how the Corporation reports its financial
condition and results of operations.
The preparation of the Corporation's financial statements in
accordance with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements, as well as
revenues and expenses during the period. A summary of the
accounting policies that the Corporation considers to be most
important to the presentation of its financial condition and
results of operations, because they require management's most
difficult judgments as a result of the need to make estimates about
the effects of matters that are inherently uncertain, including
those related to the ACL, goodwill, income taxes, and fair value
measurements, is set forth in Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Critical
Accounting Policies" and within "Note 1-
Summary of Significant Accounting Policies," in the Notes to
Consolidated Financial Statements in Item 8. "Financial Statements
and Supplementary Data."
A variety of factors could affect the ultimate values of assets,
liabilities, income and expenses recognized and reported in the
Corporation's financial statements, and these ultimate values may
differ materially from those determined based on management's
estimates and assumptions. In addition, the FASB, regulatory
agencies, and other bodies that establish accounting standards from
time to time change the financial accounting and reporting
standards governing the preparation of the Corporation's financial
statements. Further, those bodies that establish and interpret the
accounting standards (such as the FASB, the Securities and Exchange
Commission, and banking regulators) may change prior
interpretations or positions regarding how these standards should
be applied. These changes can be difficult to predict and can
materially affect how the Corporation records and reports its
financial condition and results of operations.
The Corporation has from time to time undertaken initiatives to
reduce or manage growth in its non-interest expenses and increase
the efficiency of its operations. The Corporation may not achieve
the intended effect on its non-interest expenses or its operating
efficiency, and those initiatives may have an adverse impact on the
Corporation’s competitive position and ability to achieve its
growth plans.
It is possible that initiatives from time to time undertaken by the
Corporation to reduce or manage growth in its non-interest expenses
and increase its operating efficiency will not achieve the effects
on its non-interest expenses or create the cost efficiencies
intended through those initiatives. Moreover, those initiatives
could adversely impact the retention of customers and deposit
balances, harm the Corporation’s relationships with its customers,
weaken the Corporation’s competitive position, or make it more
difficult for the Corporation to achieve its growth plans. Any of
these circumstances, should they arise, could have a material
adverse effect on the Corporation’s business or results of
operations.
OPERATIONAL RISKS.
The Corporation is exposed to many types of operational and other
risks, and the Corporation's framework for managing risks may not
be effective in mitigating risk.
The Corporation is exposed to many types of operational risk,
including the risk of human error or fraud by employees and other
third parties, intentional and inadvertent misrepresentation by
loan applicants, borrowers or guarantors, unsatisfactory
performance by employees and vendors, clerical and record-keeping
errors, computer and telecommunications systems malfunctions or
failures and reliance on data that may be faulty or incomplete. In
an environment characterized by continual, rapid technological
change, as discussed below, when the Corporation introduces new
products and services, or makes changes to its information
technology systems and processes, these operational risks are
increased. Any of these operational risks could result in the
Corporation's diminished ability to operate one or more of its
businesses, financial loss, potential liability to customers,
inability to secure insurance, reputational damage and regulatory
intervention, which could materially adversely affect the
Corporation.
The Corporation's risk management framework is subject to inherent
limitations, and risks may exist, or develop in the future, that
the Corporation has not anticipated or identified. If the
Corporation's risk management framework proves to be ineffective,
the Corporation could suffer unexpected losses and could be
materially adversely affected.
The Corporation's operational risks include risks associated with
third-party vendors and other financial institutions.
The Corporation relies upon certain third-party vendors to provide
products and services necessary to maintain its day-to-day
operations, including, notably, responsibility for the core
processing system that services Fulton Bank. Accordingly, the
Corporation's operations are exposed to the risk that these vendors
might not perform in accordance with applicable contractual
arrangements or service level agreements. The failure of an
external vendor to perform in accordance with applicable
contractual arrangements or service level agreements could be
disruptive to the Corporation's operations, which could have a
material adverse effect on the Corporation's financial condition or
results of operations, and damage its reputation. Further,
third-party vendor risk management has become a point of regulatory
emphasis recently. A failure of the Corporation to follow
applicable regulatory guidance in this area could expose the
Corporation to regulatory sanctions.
The commercial soundness of many financial institutions may be
closely interrelated as a result of credit, trading, execution of
transactions or other relationships between the institutions. As a
result, concerns about, or a default or threatened default by, one
institution could lead to significant market-wide liquidity and
credit problems, losses or defaults by other institutions. This
risk is sometimes referred to as "systemic risk" and may adversely
affect financial intermediaries, such as clearing agencies,
clearing houses, banks, securities firms and exchanges, with which
the Corporation interacts on a daily basis, and therefore could
adversely affect the Corporation.
Any of these operational or other risks could result in the
Corporation's diminished ability to operate one or more of its
businesses, financial loss, potential liability to customers,
inability to secure insurance, reputational damage and regulatory
intervention, which could materially adversely affect the
Corporation.
Loss of, or failure to adequately safeguard, confidential or
proprietary information may adversely affect the Corporation's
operations, net income or reputation.
The Corporation's business is highly dependent on information
systems and technology and the ability to collect, process,
transmit and store significant amounts of confidential information
regarding customers, employees and others on a daily basis. While
the Corporation performs some of the functions required to operate
its business directly, it also relies on third parties for
significant business functions, such as processing customer
transactions, providing cloud-based infrastructure, software and
data storage services, maintaining customer-facing websites,
including its online and mobile banking functions, and developing
software for new products and services, among others. These
relationships require the Corporation to allow third parties to
access, store, process and transmit customer information. As a
result, the Corporation may be subject to cyber security risks
directly, as well as indirectly, through the vendors to whom it
outsources business functions and the downstream service providers
of those vendors. The increased use of smartphones, tablets and
other mobile devices, as well as cloud computing, may also heighten
these and other operational risks. Cyber threats could result in
unauthorized access, loss or destruction of confidential
information or customer data, unavailability, degradation or denial
of service, introduction of computer viruses or ransomware and
other adverse events, causing the Corporation to incur additional
costs (such as repairing systems or adding new personnel or
protection technologies). Cyber threats may also subject the
Corporation to regulatory investigations, litigation or enforcement
actions require the payment of regulatory fines or penalties or
undertaking costly remediation efforts with respect to third
parties affected by a cyber security incident, all or any of which
could adversely affect the Corporation's business, financial
condition or results of operations and damage its
reputation.
Like other financial institutions, the Corporation experiences
malicious cyber activity on an ongoing basis directed at its
websites, computer systems, software, networks and its users. This
malicious activity includes attempts at unauthorized access,
implantation of computer viruses or malware, and denial-of-service
attacks. The Corporation also experiences large volumes of phishing
and other forms of social engineering attempted for the purpose of
perpetrating fraud against the Corporation, its employees or its
customers. While, to date, malicious cyber activity, cyber attacks
and other information security breaches have not had a material
adverse impact on the Corporation, there can be no assurance that
such events will not have a material adverse impact on the
Corporation’s business, results of operations, financial condition
or reputation in the future.
The Corporation uses monitoring and preventive controls to detect
and respond to data breaches and cyber threats involving its own
systems before they become significant. The Corporation regularly
evaluates its systems and controls and implements upgrades as
necessary. The Corporation also attempts to reduce its exposure to
its vendors' data privacy and cyber incidents by performing initial
vendor due diligence that is updated periodically for critical
vendors, negotiating service level standards with vendors,
negotiating for indemnification from vendors for confidentiality
and data breaches, and limiting third-party access to the least
privileged level necessary to perform outsourced functions, among
other things. The additional cost to the Corporation of data and
cyber security monitoring and protection systems and controls
includes the cost of hardware and software, third party technology
providers, consulting and forensic testing firms, insurance premium
costs and legal fees, in addition to the incremental cost of
personnel who focus a substantial portion of their responsibilities
on data and cyber security.
There can be no assurance that the measures employed by the
Corporation to detect and combat direct or indirect cyber threats
will be effective. In addition, because the methods of cyber
attacks change frequently or, in some cases, are not recognized
until launched, the Corporation may be unable to implement
effective preventive control measures to proactively address these
methods. The Corporation's or a vendor's failure to promptly
identify and counter a cyber attack may result in increased costs
and other negative consequences, such as the loss of, or inability
to access, data, degradation or denial of service and introduction
of computer viruses. Although the Corporation maintains insurance
coverage that may, subject to policy terms and conditions, cover
certain aspects of cyber risks, such insurance coverage may be
inapplicable or otherwise insufficient to cover any or all losses.
Further, a successful cyber attack that results in a significant
loss of customer data or compromises the Corporation's ability to
function would have a material adverse effect on the Corporation's
business, reputation, financial condition and results of
operation.
Account data compromise, malware and ransomware events affecting a
broad spectrum of commercial businesses and governmental entities
in recent years have resulted in heightened legislative and
regulatory focus on privacy, data protection and information
security. New or revised laws and regulations may significantly
impact the Corporation's current and planned privacy, data
protection and information security-related practices, the
collection, use, sharing, retention and safeguarding of consumer
and employee information, and current or planned business
activities. Compliance with current or future privacy, data
protection and information security laws to which the Corporation
is subject could result in higher compliance and technology costs
and could restrict the Corporation's ability to provide certain
products and services, which could materially and adversely affect
the Corporation's profitability. The Corporation's failure to
comply with privacy, data protection and information
security
laws could result in potentially significant regulatory and
governmental investigations and/or actions, litigation, fines,
sanctions and damage to the Corporation's reputation and its
brand.
The Corporation is subject to a variety of risks in connection with
origination and sale of loans.
The Corporation originates residential mortgage loans and other
loans, such as loans guaranteed, in part, by the SBA, all or
portions of which are later sold in the secondary market to
government sponsored enterprises or agencies, such as the Federal
National Mortgage Association (Fannie Mae), and other
non-government sponsored investors. In connection with such sales,
the Corporation makes certain representations and warranties with
respect to matters such as the underwriting, origination,
documentation or other characteristics of the loans sold. The
Corporation may be required to repurchase a loan, or to reimburse
the purchaser of a loan for any related losses, if it is determined
that the loan sold was in violation of representations or
warranties made at the time of the sale, and, in some cases, if
there is evidence of borrower fraud, in the event of early payment
default by the borrower on the loan, or for other reasons. The
Corporation maintains reserves for potential losses on certain
loans sold, however, it is possible that losses incurred in
connection with loan repurchases and reimbursement payments may be
in excess of any applicable reserves, and the Corporation may be
required to increase reserves and may sustain additional losses
associated with such loan repurchases and reimbursement payments in
the future, which could have a material adverse effect on the
Corporation's financial condition or results of
operations.
In addition, the sale of residential mortgage loans and other loans
in the secondary market serves as a source of non-interest income
and liquidity for the Corporation, and can reduce its exposure to
risks arising from changes in interest rates. Efforts to reform
government sponsored enterprises and agencies, changes in the types
of, or standards for, loans purchased by government sponsored
enterprises or agencies and other investors, or the Corporation's
failure to maintain its status as an eligible seller of such loans
may limit the Corporation's ability to sell these loans. The
inability of the Corporation to continue to sell these loans could
reduce the Corporation's non-interest income, limit the
Corporation's ability to originate and fund these loans in the
future, and make managing interest rate risk more challenging, any
of which could have a material adverse effect on the Corporation's
results of operations and financial condition.
The Corporation continually encounters technological
change.
The financial services industry is continually undergoing rapid
technological change with frequent introductions of new
technology-driven products and services. The effective use of
technology increases efficiency and enables financial institutions
to better serve customers and to reduce costs. The Corporation's
future success depends, in part, upon its ability to address the
needs of its customers by using technology to provide products and
services that will satisfy customer demands, as well as to create
additional efficiencies in the Corporation's operations. The costs
of new technology, including personnel, can be high, in both
absolute and relative terms. Many of the Corporation's financial
institution competitors have substantially greater resources to
invest in technological improvements. In addition, new payment,
credit and investment and wealth management services developed and
offered by non-bank or non-traditional competitors pose an
increasing threat to the products and services traditionally
provided by financial institutions like the Corporation. The
Corporation may not be able to effectively implement new
technology-driven products and services, be successful in marketing
these products and services to its customers, or effectively deploy
new technologies to improve the efficiency of its operations.
Failure to successfully keep pace with technological change
affecting the financial services industry could have a material
adverse impact on the Corporation's business, financial condition
and results of operations.
There can be no assurance, given the past pace of change and
innovation, that the Corporation's technology, either purchased or
developed internally, will meet or continue to meet the needs of
the Corporation and the needs of its customers.
In addition, advances in technology, as well as changing customer
preferences favoring access to the Corporation's products and
services through digital channels, could decrease the value of the
Corporation's branch network and other assets. If customers
increasingly choose to access the Corporation's products and
services through digital channels, the Corporation may find it
necessary to consolidate, close or sell branch locations or
restructure its branch network. These actions could lead to losses
on assets, expenses to reconfigure branches and the loss of
customers in affected markets. As a result, the Corporation's
business, financial condition or results of operations may be
adversely affected.
RISKS RELATED TO AN INVESTMENT IN THE CORPORATION'S
SECURITIES.
Capital requirements have been adopted by U.S. banking regulators
that may limit the Corporation's ability to return earnings to
shareholders or operate or invest in its business.
The Corporation and Fulton Bank are subject to capital requirements
under the Basel III Rules. Failure to meet the established capital
requirements could result in the federal banking regulators placing
limitations or conditions on the activities of the Corporation or
Fulton Bank or restricting the commencement of new activities, and
such failure could subject the Corporation
or Fulton Bank to a variety of enforcement remedies, including
limiting the ability of the Corporation or Fulton Bank to pay
dividends, issuing a directive to increase capital and terminating
FDIC deposit insurance. In addition, the failure to comply with the
capital conservation buffer will result in restrictions on capital
distributions and discretionary cash bonus payments to executive
officers. As of December 31, 2020, the Corporation's current
capital levels met the minimum capital requirements, including the
capital conservation buffer, as set forth in the Basel III Rules.
See Item 1. "Business-Supervision and Regulation-Capital
Requirements."
In addition, the implementation of certain regulations with regard
to regulatory capital could disproportionately affect the
Corporation's regulatory capital position relative to that of its
competitors, including those who may not be subject to the same
regulatory requirements.
The Corporation is a holding company and relies on dividends and
other payments from its subsidiaries for substantially all of its
revenue and its ability to make dividend payments, distributions
and other payments.
Fulton Financial Corporation is a separate and distinct legal
entity from its bank and non-bank subsidiaries, and depends on the
payment of dividends and other payments and distributions from its
subsidiaries, principally Fulton Bank, for substantially all of its
revenues. As a result, the Corporation's ability to make dividend
payments on its common stock depends primarily on compliance with
applicable federal regulatory requirements and the receipt of
dividends and other distributions from its subsidiaries. There are
various regulatory and prudential supervisory restrictions, which
may change from time to time, that impact the ability of Fulton
Bank to pay dividends or make other payments to the Corporation.
There can be no assurance that Fulton Bank will be able to pay
dividends at past levels, or at all, in the future. If the
Corporation does not receive sufficient cash dividends or is unable
to borrow from Fulton Bank, then the Corporation may not have
sufficient funds to pay dividends to its shareholders, repurchase
its common stock or service its debt obligations. See Item 1.
"Business-Supervision and Regulation-Loans and Dividends from Bank
Subsidiary."
In addition, the Corporation has pursued a strategy of capital
management under which it has sought to deploy its capital, through
stock repurchases, increased regular dividends and special
dividends, in a manner that is beneficial to the Corporation's
shareholders. This capital management strategy is subject to
regulatory supervision. In July 2019, the Federal Reserve Board
eliminated the standalone prior approval requirement in the capital
rules for repurchase or redemption of common stock. In certain
circumstances, however, the Corporation's repurchases of its common
stock may be subject to a prior approval or notice requirement
under the regulations or policies of the Federal Reserve Board. As
a result, the Corporation may not be able to enter the market for
stock repurchases on a timely basis when the Corporation's board of
directors and management believe such repurchases to be most
opportune, or at all.
Anti-takeover provisions could negatively impact the Corporation's
shareholders.
Provisions of banking laws, Pennsylvania corporate law and of the
Corporation's Amended and Restated Articles of Incorporation and
Bylaws could make it more difficult for a third party to acquire
control of the Corporation or have the effect of discouraging a
third party from attempting to acquire control of the Corporation.
To the extent that these provisions discourage such a transaction,
holders of the Corporation's common stock may not have an
opportunity to dispose of part or all of their stock at a higher
price than that prevailing in the market. These provisions may also
adversely affect the market price of the Corporation's stock. In
addition, some of these provisions make it more difficult to
remove, and thereby may serve to entrench, the Corporation's
incumbent directors and officers, even if their removal would be
regarded by some shareholders as desirable.
Certain provisions of Pennsylvania corporate law applicable to the
Corporation and the Corporation's Amended and Restated Articles of
Incorporation and Bylaws include provisions which may be considered
to be "anti-takeover" in nature because they may have the effect of
discouraging or making more difficult the acquisition of control of
the Corporation by means of a hostile tender offer, exchange offer,
proxy contest or similar transaction. These provisions are intended
to protect the Corporation's shareholders by providing a measure of
assurance that the Corporation's shareholders will be treated
fairly in the event of an unsolicited takeover bid and by
preventing a successful takeover bidder from exercising its voting
control to the detriment of the other shareholders. However, these
provisions, taken as a whole, may also discourage a hostile tender
offer, exchange offer, proxy solicitation or similar transaction
relating to the Corporation's common stock, even if the
accomplishment of a given transaction may be favorable to the
interests of shareholders.
The ability of a third party to acquire the Corporation is also
limited under applicable banking regulations. The BHCA requires any
"bank holding company" (as defined in that Act) to obtain the
approval of the Federal Reserve Board prior to acquiring more than
5% of the Corporation's outstanding common stock. Any person other
than a bank holding company is required to obtain prior approval of
the Federal Reserve Board to acquire 10% or more of the
Corporation's outstanding common stock under the Change in Bank
Control Act of 1978 and, under certain circumstances, such
approvals are required at an even lower ownership percentage. Any
holder of 25% or more of the Corporation's outstanding common
stock, other than an individual, is
subject to regulation as a bank holding company under the BHCA. In
addition, the delays associated with obtaining necessary regulatory
approvals for acquisitions of interests in bank holding companies
also tend to make more difficult certain methods of effecting
acquisitions. While these provisions do not prohibit an
acquisition, they would likely act as deterrents to an unsolicited
takeover attempt.
GENERAL RISK FACTORS.
Negative publicity could damage the Corporation's reputation and
business.
Reputation risk, or the risk to the Corporation's earnings and
capital from negative public opinion, is inherent in the
Corporation's business. Negative public opinion could result from
the Corporation's actual, alleged or perceived conduct in any
number of activities, including lending practices, litigation,
regulatory compliance, mergers and acquisitions, disclosure,
sharing or inadequate protection of customer information,
environmental, social and governance practices and disclosures, and
from actions taken by government agencies and community
organizations in response to that conduct. In addition, unfavorable
public opinion regarding the broader financial services industry,
or arising from the actions of individual financial institutions,
can have an adverse effect on the Corporation's reputation. Because
the Corporation conducts its businesses under the "Fulton" brand,
negative public opinion about one line of business could affect the
Corporation's other lines of businesses. Further, the increased use
of social media platforms facilitates the rapid and widespread
dissemination of information, including inaccurate, misleading, or
false information, which could magnify the potential harm to the
Corporation's reputation. Any of these or other events that impair
the Corporation's reputation can affect the Corporation's ability
to attract and retain customers and employees, and access sources
of funding and capital, any of which could have materially adverse
effect on the Corporation's results of operations and financial
condition.
The Corporation's internal controls may be
ineffective.
One critical component of the Corporation's risk management
framework is its system of internal controls. Management regularly
reviews and updates the Corporation's internal controls, disclosure
controls and procedures, and corporate governance policies and
procedures. Any system of controls, however well designed and
operated, is based in part on certain assumptions and can provide
reasonable, but not absolute, assurances that the objectives of the
controls are met. Any failure or circumvention of the Corporation's
controls and procedures or failure to comply with regulations
related to controls and procedures could have a material adverse
effect on the Corporation's business, results of operations,
financial condition and reputation. See Item 9A. "Controls and
Procedures."
The Corporation may not be able to attract and retain skilled
people.
The Corporation's success depends, in large part, on its ability to
attract and retain skilled people. Competition for talented
personnel in most activities engaged in by the Corporation can be
intense, and the Corporation may not be able to hire sufficiently
skilled people or to retain them. The unexpected loss of services
of one or more of the Corporation's key personnel could have a
material adverse impact on the Corporation's business because of
their skills, knowledge of the Corporation's markets, years of
industry experience and the difficulty of promptly finding
qualified replacement personnel.
A downgrade in the credit ratings of the Corporation or Fulton Bank
could have a material adverse impact on the
Corporation.
Moody's Investors Service, Inc. and DBRS, Inc. continuously
evaluate the Corporation and Fulton Bank, and their ratings of the
Corporation's and Fulton Bank's long-term and short-term debt and
preferred stock are based on a number of factors, including
financial strength, as well as factors not entirely within the
Corporation's and Fulton Bank's control, such as conditions
affecting the financial services industry generally. In light of
these reviews and the continued focus on the financial services
industry generally, the Corporation and Fulton Bank may not be able
to maintain their current respective ratings. Ratings downgrades by
any of these credit rating agencies could have a significant and
immediate impact on the Corporation's funding and liquidity through
cash obligations, reduced funding capacity and collateral triggers.
A reduction in the Corporation's or Fulton Bank's credit ratings
could also increase the Corporation's and Fulton Bank's borrowing
costs and limit their access to the capital markets.
Downgrades in the credit or financial strength ratings assigned to
the counterparties with whom the Corporation transacts could create
the perception that the Corporation's financial condition will be
adversely impacted as a result of potential future defaults by such
counterparties. Additionally, the Corporation could be adversely
affected by a general, negative perception of financial
institutions caused by the downgrade of other financial
institutions. Accordingly, ratings downgrades for other financial
institutions could affect the market price of the Corporation's
stock and could limit the Corporation's access to or increase its
cost of capital.
The Corporation's future growth may require the Corporation to
raise additional capital in the future, but that capital may not be
available when it is needed or may be available only at an
excessive cost.
The Corporation is required by regulatory agencies to maintain
adequate levels of capital to support its operations. The
Corporation anticipates that current capital levels will satisfy
regulatory requirements for the foreseeable future. The
Corporation, however, may at some point choose to raise additional
capital to support future growth. The Corporation's ability to
raise additional capital will depend, in part, on conditions in the
financial markets at that time, which are outside of the
Corporation's control. Accordingly, the Corporation may be unable
to raise additional capital, if and when needed, on terms
acceptable to the Corporation, or at all.
If the Corporation cannot raise additional capital when needed, its
ability to expand operations through internal growth and
acquisitions could be materially impacted. In the event of a
material decrease in the Corporation's stock price, future
issuances of equity securities could result in dilution of existing
shareholder interests.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Corporation's financial center properties as of
December 31, 2020 totaled 223 financial centers. Of those
financial centers, 89 were owned and 134 were leased. On January 8,
2021, the Corporation closed 21 financial centers (5 were owned and
16 were leased) and consolidated operations of those financial
centers into other nearby financial centers operated by the
Corporation. Remote service facilities (mainly stand-alone ATMs)
are excluded from these totals. The Corporate headquarters is
located in Lancaster, Pennsylvania. The Corporation owns two
dedicated operations centers, located in East Petersburg,
Pennsylvania and Mantua, New Jersey.
Item 3. Legal Proceedings
The information presented in the "Legal Proceedings" section of
"Note 18 - Commitments and Contingencies" in the Notes to
Consolidated Financial Statements is incorporated herein by
reference.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
Common Stock
As of December 31, 2020, the Corporation had 162.3 million
shares of $2.50 par value common stock outstanding held by
approximately 30,500 holders of record. The closing price per share
of the Corporation’s common stock on February 18, 2021 was
$14.88. The common stock of the Corporation is traded on the Global
Select Market of The Nasdaq Stock Market under the symbol
FULT.
The following table presents the quarterly high and low prices of
the Corporation’s stock and per share cash dividends declared for
each of the quarterly periods in 2020 and 2019:
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Price Range |
|
Per
Share Dividend |
|
|
High |
|
Low |
|
2020 |
|
|
|
|
|
|
First Quarter |
|
$ |
17.62 |
|
|
$ |
10.07 |
|
|
$ |
0.13 |
|
Second Quarter |
|
12.97 |
|
|
8.91 |
|
|
0.13 |
|
Third Quarter |
|
10.88 |
|
|
8.89 |
|
|
0.13 |
|
Fourth Quarter |
|
13.67 |
|
|
9.15 |
|
|
0.17 |
|
2019 |
|
|
|
|
|
|
First Quarter |
|
$ |
17.39 |
|
|
$ |
14.85 |
|
|
$ |
0.13 |
|
Second Quarter |
|
17.57 |
|
|
15.49 |
|
|
0.13 |
|
Third Quarter |
|
17.28 |
|
|
15.23 |
|
|
0.13 |
|
Fourth Quarter |
|
18.00 |
|
|
15.28 |
|
|
0.17 |
|
Restrictions on the Payments of Dividends
The Corporation is a separate and distinct legal entity from its
banking and nonbanking subsidiaries, and depends on the payment of
dividends from its subsidiaries, principally its banking
subsidiary, for substantially all of its revenues. As a result, the
Corporation's ability to make dividend payments on its common stock
depends primarily on compliance with applicable federal regulatory
requirements and the receipt of dividends and other distributions
from its subsidiaries. There are various regulatory and prudential
supervisory restrictions, which may change from time to time, that
impact the ability of its banking subsidiaries to pay dividends or
make other payments to the Corporation. In addition, dividends on
the Corporation’s common stock may not be declared, paid or set
aside for payment, unless the full dividends for the immediately
preceding dividend payment period for the Corporation’s Fixed Rate
Non-Cumulative Perpetual Preferred Stock, Series A have been
declared and paid or declared and a sum sufficient for the payment
thereof has been set aside. For additional information regarding
the regulatory restrictions applicable to the Corporation and its
subsidiaries, see "Supervision and Regulation," in Item 1.
"Business;" Item 1A. "Risk Factors - The Corporation is a holding
company and relies on dividends and other payments from its
subsidiaries for substantially all of its revenue and its ability
to make dividend payments, distributions and other payments," under
"Risks Related to an Investment in the Corporation’s Securities;"
and "Note 11 - Regulatory Matters," in the Notes to Consolidated
Financial Statements in Item 8. "Financial Statements and
Supplementary Data."
Securities Authorized for Issuance under Equity Compensation
Plans
The following table provides information about options outstanding
under the Corporation’s Employee Equity Plan and the number of
securities remaining available for future issuance under the
Employee Equity Plan, Directors' Plan and the ESPP as of
December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category |
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options,
warrants and rights
(2)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column)
(3)
|
Equity compensation plans approved by security holders |
|
2,295,687 |
|
|
$ |
11.39 |
|
|
10,917,000 |
|
Equity compensation plans not approved by security
holders |
|
— |
|
|
— |
|
|
— |
|
Total |
|
2,295,687 |
|
|
$ |
11.39 |
|
|
10,917,000 |
|
(1) The number of securities to be issued upon exercise of
outstanding options, warrants and rights includes 1,101,418 PSUs,
which is the target number of PSUs that are payable under the
Employee Equity Plan, though no shares will be issued until
achievement of applicable performance goals, and includes 683,264
time-vested RSUs granted under the Employee Equity Plan and 112,698
time-vested RSUs granted under the Directors' Plan.
(2) The weighted-average exercise price of outstanding options,
warrants and rights does not take into account outstanding PSUs and
RSUs granted under the Employee Equity and the Directors'
Plan.
(3) Consists of 9,307,000 shares that may be awarded under the
Employee Equity Plan, 180,000 shares that may be awarded under the
Directors' Plan and 1,430,000 shares that may be purchased under
the ESPP. Excludes accrued purchase rights under the ESPP as of
December 31, 2020 as the number of shares to be purchased is
indeterminable until the shares are issued.
Performance Graph
The following graph shows cumulative total shareholder return
(i.e., price change, plus reinvestment of dividends) on the common
stock of Fulton Financial Corporation during the five-year period
ended December 31, 2020, compared with (1) the Nasdaq
Bank Index and (2) the Standard and Poor's 500 index ("S&P
500"). The graph is not indicative of future price
performance.
The graph below is furnished under this Part II, Item 5 of
this Form 10-K and shall not be deemed to be "soliciting material"
or to be "filed" with the SEC or subject to Regulation 14A or 14C,
or to the liabilities of Section 18 of the Securities Exchange
Act of 1934, as amended.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31 |
Index |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
2019 |
|
2020 |
Fulton Financial Corporation |
|
$ |
100.00 |
|
|
$ |
148.52 |
|
|
$ |
145.05 |
|
|
$ |
129.41 |
|
|
$ |
150.76 |
|
|
$ |
115.75 |
|
S&P 500 |
|
$ |
100.00 |
|
|
$ |
111.96 |
|
|
$ |
136.40 |
|
|
$ |
130.42 |
|
|
$ |
171.49 |
|
|
$ |
203.04 |
|
Nasdaq Bank Index |
|
$ |
100.00 |
|
|
$ |
135.03 |
|
|
$ |
141.28 |
|
|
$ |
114.74 |
|
|
$ |
139.10 |
|
|
$ |
124.31 |
|
Item 6. Selected Financial Data
5-YEAR CONSOLIDATED SUMMARY OF FINANCIAL RESULTS
(dollars in thousands, except per-share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016 |
SUMMARY OF INCOME |
|
|
|
|
|
|
|
|
|
Interest income |
$ |
742,878 |
|
|
$ |
825,306 |
|
|
$ |
758,514 |
|
|
$ |
668,866 |
|
|
$ |
603,100 |
|
Interest expense |
113,671 |
|
|
176,917 |
|
|
128,058 |
|
|
93,502 |
|
|
82,328 |
|
Net interest income |
629,207 |
|
|
648,389 |
|
|
630,456 |
|
|
575,364 |
|
|
520,772 |
|
Provision for credit losses
(1)
|
76,920 |
|
|
32,825 |
|
|
46,907 |
|
|
23,305 |
|
|
13,182 |
|
Investment securities gains, net |
3,053 |
|
|
4,733 |
|
|
37 |
|
|
9,071 |
|
|
2,550 |
|
Non-interest income, excluding net investment securities
gains |
226,335 |
|
|
211,427 |
|
|
195,488 |
|
|
198,903 |
|
|
187,628 |
|
|
|
|
|
|
|
|
|
|
|
Prepayment penalty on FHLB advances |
2,878 |
|
|
4,326 |
|
|
— |
|
|
— |
|
|
— |
|
Non-interest expense
(2)
|
576,562 |
|
|
563,410 |
|
|
546,104 |
|
|
525,579 |
|
|
489,519 |
|
Income before income taxes |
202,235 |
|
|
263,988 |
|
|
232,970 |
|
|
234,454 |
|
|
208,249 |
|
Income taxes |
24,194 |
|
|
37,649 |
|
|
24,577 |
|
|
62,701 |
|
|
46,624 |
|
Net income |
$ |
178,040 |
|
|
$ |
226,339 |
|
|
$ |
208,393 |
|
|
$ |
171,753 |
|
|
$ |
161,625 |
|
Preferred stock dividends |
(2,135) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net income available to common shareholders |
$ |
175,905 |
|
|
$ |
226,339 |
|
|
$ |
208,393 |
|
|
$ |
171,753 |
|
|
$ |
161,625 |
|
PER SHARE |
|
|
|
|
|
|
|
|
|
Net income (basic) |
$ |
1.08 |
|
|
$ |
1.36 |
|
|
$ |
1.19 |
|
|
$ |
0.98 |
|
|
$ |
0.93 |
|
Net income (diluted) |
1.08 |
|
|
1.35 |
|
|
1.18 |
|
|
0.98 |
|
|
0.93 |
|
Cash dividends |
0.56 |
|
|
0.56 |
|
|
0.52 |
|
|
0.47 |
|
|
0.41 |
|
RATIOS |
|
|
|
|
|
|
|
|
|
Return on average assets |
0.73 |
% |
|
1.06 |
% |
|
1.03 |
% |
|
0.88 |
% |
|
0.88 |
% |
Return on average equity |
7.44 |
|
|
9.81 |
|
|
9.24 |
|
|
7.83 |
|
|
7.69 |
|
Return on average tangible equity
(3)
|
9.66 |
|
|
12.84 |
|
|
12.09 |
|
|
10.33 |
|
|
10.30 |
|
Net interest margin |
2.86 |
|
|
3.36 |
|
|
3.40 |
|
|
3.28 |
|
|
3.18 |
|
Efficiency ratio
(3)
|
65.7 |
|
|
63.7 |
|
|
63.8 |
|
|
64.5 |
|
|
67.2 |
|
Dividend payout ratio |
51.9 |
|
|
41.5 |
|
|
44.1 |
|
|
48.0 |
|
|
44.1 |
|
Average equity to assets ratio |
9.83 |
|
|
10.85 |
|
|
11.18 |
|
|
11.20 |
|
|
11.43 |
|
PERIOD-END BALANCES |
|
|
|
|
|
|
|
|
|
Total assets |
$ |
25,906,733 |
|
|
$ |
21,886,040 |
|
|
$ |
20,682,152 |
|
|
$ |
20,036,905 |
|
|
$ |
18,944,247 |
|
Investment securities |
3,340,424 |
|
|
2,867,378 |
|
|
2,686,973 |
|
|
2,547,956 |
|
|
2,559,227 |
|
Net Loans |
18,900,820 |
|
|
16,837,526 |
|
|
16,165,800 |
|
|
15,768,247 |
|
|
14,699,272 |
|
Deposits |
20,839,207 |
|
|
17,393,913 |
|
|
16,376,159 |
|
|
15,797,532 |
|
|
15,012,864 |
|
Short-term borrowings |
630,066 |
|
|
883,241 |
|
|
754,777 |
|
|
617,524 |
|
|
541,317 |
|
Long-term borrowings |
1,296,263 |
|
|
881,769 |
|
|
992,279 |
|
|
1,038,346 |
|
|
929,403 |
|
Shareholders’ equity |
2,616,828 |
|
|
2,342,176 |
|
|
2,247,573 |
|
|
2,229,857 |
|
|
2,121,115 |
|
AVERAGE BALANCES |
|
|
|
|
|
|
|
|
|
Total assets |
$ |
24,333,717 |
|
|
$ |
21,258,040 |
|
|
$ |
20,183,202 |
|
|
$ |
19,580,367 |
|
|
$ |
18,371,173 |
|
Investment securities |
3,007,467 |
|
|
2,778,846 |
|
|
2,662,800 |
|
|
2,547,914 |
|
|
2,469,564 |
|
Net Loans |
18,270,390 |
|
|
16,430,347 |
|
|
15,815,263 |
|
|
15,236,612 |
|
|
14,128,064 |
|
Deposits |
19,401,046 |
|
|
16,766,561 |
|
|
15,832,606 |
|
|
15,481,221 |
|
|
14,585,545 |
|
Short-term borrowings |
810,583 |
|
|
849,679 |
|
|
785,923 |
|
|
533,564 |
|
|
395,727 |
|
Long-term borrowings |
1,254,300 |
|
|
942,600 |
|
|
977,573 |
|
|
1,034,444 |
|
|
959,142 |
|
Shareholders’ equity |
2,391,649 |
|
|
2,306,070 |
|
|
2,255,764 |
|
|
2,193,863 |
|
|
2,100,634 |
|
(1)Beginning
January 1, 2020, provision is determined under CECL methodology.
Prior to January 1, 2020, provision was determined based on
incurred loss methodology.
(2)Excluding
prepayment penalty on FHLB advances.
(3)Ratio
represents a financial measure derived by methods other than GAAP.
See reconciliation of this non-GAAP financial measure to the most
directly comparable GAAP measure under the following heading,
"Supplemental Reporting of Non-GAAP Based Financial Measures"
below.
Supplemental Reporting of Non-GAAP Based Financial
Measures
This Annual Report on Form 10-K contains supplemental financial
information, as detailed below, which has been derived by methods
other than GAAP. The Corporation has presented these non-GAAP
financial measures because it believes that these measures provide
useful and comparative information to assess trends in the
Corporation's results of operations and financial condition.
Presentation of these non-GAAP financial measures is consistent
with how the Corporation evaluates its performance internally, and
these non-GAAP financial measures are frequently used by securities
analysts, investors and other interested parties in the evaluation
of companies in the Corporation's industry. Management believes
that these non-GAAP financial measures, in addition to GAAP
measures, are also useful to investors to evaluate the
Corporation's results. Investors should recognize that the
Corporation's presentation of these non-GAAP financial measures
might not be comparable to similarly-titled measures of other
companies. These non-GAAP financial measures should not be
considered a substitute for GAAP basis measures, and the
Corporation strongly encourages a review of its consolidated
financial statements in their entirety. Following are
reconciliations of these non-GAAP financial measures to the most
directly comparable GAAP measure as of and for the year ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016 |
|
(in thousands, except per share data and percentages) |
Return on average common shareholders' equity
(tangible) |
Net income available to common shareholders |
$ |
175,905 |
|
|
$ |
226,339 |
|
|
$ |
208,393 |
|
|
$ |
171,753 |
|
|
$ |
161,625 |
|
Plus: Intangible amortization, net of tax |
417 |
|
|
1,127 |
|
|
— |
|
|
— |
|
|
— |
|
Numerator |
$ |
176,322 |
|
|
$ |
227,466 |
|
|
$ |
208,393 |
|
|
$ |
171,753 |
|
|
$ |
161,625 |
|
|
|
|
|
|
|
|
|
|
|
Average common shareholders' equity |
$ |
2,391,649 |
|
|
$ |
2,306,070 |
|
|
$ |
2,255,764 |
|
|
$ |
2,193,863 |
|
|
$ |
2,100,634 |
|
Less: Average goodwill and intangible assets |
(535,196) |
|
|
(534,120) |
|
|
(531,556) |
|
|
(531,556) |
|
|
(531,556) |
|
Less: Average preferred stock |
(32,084) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Average tangible common shareholders' equity
(denominator) |
$ |
1,824,369 |
|
|
$ |
1,771,950 |
|
|
$ |
1,724,208 |
|
|
$ |
1,662,307 |
|
|
$ |
1,569,078 |
|
Return on average common shareholders' equity
(tangible) |
9.66 |
% |
|
12.84 |
% |
|
12.09 |
% |
|
10.33 |
% |
|
10.30 |
% |
|
|
|
|
|
|
|
|
|
|
Efficiency ratio |
|
|
|
|
|
|
|
|
|
Non-interest expense |
$ |
579,440 |
|
|
$ |
567,736 |
|
|
$ |
546,104 |
|
|
$ |
525,579 |
|
|
$ |
489,519 |
|
Less: Amortization of tax credit investments |
(6,126) |
|
|
(6,021) |
|
|
(11,449) |
|
|
(11,028) |
|
|
— |
|
Less: Intangible amortization |
(529) |
|
|
(1,427) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Less: Prepayment penalty on FHLB advances |
(2,878) |
|
|
(4,326) |
|
|
— |
|
|
— |
|
|
— |
|
Numerator |
$ |
569,908 |
|
|
$ |
555,962 |
|
|
$ |
534,655 |
|
|
$ |
514,551 |
|
|
$ |
489,519 |
|
|
|
|
|
|
|
|
|
|
|
Net interest income FTE
(1)
|
$ |
641,510 |
|
|
$ |
661,356 |
|
|
$ |
642,577 |
|
|
$ |
598,565 |
|
|
$ |
541,271 |
|
Plus: Total non-interest income |
229,388 |
|
|
216,159 |
|
|
195,525 |
|
|
207,974 |
|
|
190,178 |
|
Less: Investment securities gains, net |
(3,053) |
|
|
(4,733) |
|
|
(37) |
|
|
(9,071) |
|
|
(2,550) |
|
Denominator |
$ |
867,845 |
|
|
$ |
872,782 |
|
|
$ |
838,065 |
|
|
$ |
797,468 |
|
|
$ |
728,899 |
|
Efficiency ratio |
65.7 |
% |
|
63.7 |
% |
|
63.8 |
% |
|
64.5 |
% |
|
67.2 |
% |
|
|
|
|
|
|
|
|
|
|
Non-performing assets to common shareholders' equity (tangible) and
ACL - loans |
Non-performing assets (numerator) |
$ |
151,305 |
|
|
$ |
147,986 |
|
|
$ |
150,196 |
|
|
$ |
144,582 |
|
|
$ |
144,453 |
|
|
|
|
|
|
|
|
|
|
|
Tangible common shareholders' equity |
$ |
1,887,291 |
|
|
$ |
1,806,873 |
|
|
$ |
1,716,017 |
|
|
$ |
1,698,301 |
|
|
$ |
1,589,559 |
|
Plus: ACL - loans |
277,567 |
|
|
166,209 |
|
|
169,410 |
|
|
176,084 |
|
|
171,325 |
|
Tangible common shareholders' equity and ACL - loans
(denominator) |
$ |
2,164,858 |
|
|
$ |
1,973,082 |
|
|
$ |
1,885,427 |
|
|
$ |
1,874,385 |
|
|
$ |
1,760,884 |
|
Non-performing assets to tangible common shareholders' equity and
ACL - loans |
6.99 |
% |
|
7.50 |
% |
|
7.97 |
% |
|
7.71 |
% |
|
8.20 |
% |
(1) Presented on a fully taxable equivalent basis, using a 21%
federal tax rate for 2018 through 2020 and 35% for 2016 and
2017.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition
and Results of Operations ("Management’s Discussion") relates to
Fulton Financial Corporation (the "Corporation"), a financial
holding company registered under the Bank Holding Company Act and
incorporated under the laws of the Commonwealth of Pennsylvania in
1982, and its wholly owned subsidiaries. Management’s Discussion
should be read in conjunction with the consolidated financial
statements and other financial information presented in this
report.
FORWARD-LOOKING STATEMENTS
The Corporation has made, and may continue to make, certain
forward-looking statements with respect to its financial condition,
results of operations and business. Do not unduly rely on
forward-looking statements. Forward-looking statements can be
identified by the use of words such as "may," "should," "will,"
"could," "estimates," "predicts," "potential," "continue,"
"anticipates," "believes," "plans," "expects," "future," "intends,"
"projects," the negative of these terms and other comparable
terminology. These forward-looking statements may include
projections of, or guidance on, the Corporation's future financial
performance, expected levels of future expenses, including future
credit losses, anticipated growth strategies, descriptions of new
business initiatives and anticipated trends in the Corporation's
business or financial results.
Forward-looking statements are neither historical facts, nor
assurance of future performance. Instead, they are based on current
beliefs, expectations and assumptions regarding the future of the
Corporation's business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Corporation's control, and actual results
and financial condition may differ materially from those indicated
in the forward-looking statements. Therefore, you should not unduly
rely on any of these forward-looking statements. Any
forward-looking statement is based only on information currently
available and speaks only as of the date when made. The Corporation
undertakes no obligation, other than as required by law, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Many factors could
affect future financial results including, without
limitation:
•the
impact of adverse conditions in the economy and financial markets
on the performance of the Corporation’s loan portfolio and demand
for the Corporation’s products and services;
•the
scope and duration of the COVID-19 pandemic, actions taken by
governmental authorities in response to the pandemic, the
Corporation’s participation in the PPP and other COVID-19 relief
programs, and the direct and indirect impacts of the pandemic on
the Corporation, its customers and third parties;
•the
determination of the ACL, which depends significantly upon
assumptions and judgments with respect to a variety of factors,
including the performance of the loan portfolio, the
weighted-average remaining lives of different classifications of
loans within the loan portfolio and current and forecasted economic
conditions, among other factors;
•increases
in non-performing assets, which may require the Corporation to
increase the allowance for credit losses, charge off loans and
incur elevated collection and carrying costs related to such
non-performing assets;
•investment
securities gains and losses, including other-than-temporary
declines in the value of securities which may result in charges to
earnings;
•the
effects of market interest rates, and the relative balances of
interest rate-sensitive assets to interest rate-sensitive
liabilities, on net interest margin and net interest
income;
•the
planned phasing out of LIBOR as a benchmark reference
rate;
•the
effects of changes in interest rates on demand for the
Corporation’s products and services;
•the
effects of changes in interest rates or disruptions in liquidity
markets on the Corporation’s sources of funding;
•the
effects of the extensive level of regulation and supervision to
which the Corporation and Fulton Bank, N.A. are
subject;
•the
effects of the significant amounts of time and expense associated
with regulatory compliance and risk management;
•the
potential for negative consequences resulting from regulatory
violations, investigations and examinations, or failure to comply
with the BSA, the Patriot Act and related AML requirements,
including potential supervisory actions, the assessment of fines
and penalties, the imposition of sanctions, the need to undertake
remedial actions and possible damage to the Corporation’s
reputation;
•the
continuing impact of the Dodd-Frank Act on the Corporation’s
business and results of operations;
•the
effects of, and uncertainty surrounding, new legislation, changes
in regulation and government policy, which could result in
significant changes in banking and financial services
regulation;
•the
effects of actions by the federal government, including those of
the Federal Reserve Board and other government agencies, that
impact money supply and market interest rates;
•the
effects of changes in U.S. federal, state or local tax
laws;
•the
effects of negative publicity on the Corporation’s
reputation;
•the
effects of adverse outcomes in litigation and governmental or
administrative proceedings;
•the
potential to incur losses in connection with repurchase and
indemnification payments related to sold loans;
•the
Corporation’s ability to achieve its growth plans;
•completed
and potential acquisitions may affect costs and the Corporation may
not be able to successfully integrate the acquired business or
realize the anticipated benefits from such
acquisitions;
•the
potential effects of climate change on the Corporation’s business
and results of operations;
•the
Corporation’s ability to implement from time to time measures
intended to manage growth in non-interest expenses and improve the
efficiency of its operations and realize the intended effects of
those initiatives;
•the
effects of competition on deposit rates and growth, loan rates and
growth and net interest margin;
•the
Corporation’s ability to manage the level of non-interest expenses,
including salaries and employee benefits expenses, operating risk
losses and goodwill impairment;
•the
effects of changes in accounting policies, standards, and
interpretations on the Corporation’s reporting of its financial
condition and results of operations, including the Corporation’s
adoption of ASU 2016-13, Financial Instruments – Credit Losses
(CECL);
•the
impact of operational risks, including the risk of human error,
inadequate or failed internal processes and systems, computer and
telecommunications systems failures, faulty or incomplete data and
an inadequate risk management framework;
•the
impact of failures of third parties upon which the Corporation
relies to perform in accordance with contractual
arrangements;
•the
failure or circumvention of the Corporation’s system of internal
controls;
•the
loss of, or failure to safeguard, confidential or proprietary
information;
•the
Corporation’s failure to identify and to address cyber-security
risks, including data breaches and cyber-attacks;
•the
Corporation’s ability to keep pace with technological
changes;
•the
Corporation’s ability to attract and retain talented
personnel;
•capital
and liquidity strategies, including the Corporation’s ability to
comply with applicable capital and liquidity requirements, and the
Corporation’s ability to generate capital internally or raise
capital on favorable terms;
•the
Corporation’s reliance on its subsidiaries for substantially all of
its revenues and its ability to pay dividends or other
distributions; and
•the
effects of any downgrade in the Corporation’s or Fulton Bank’s
credit ratings on their borrowing costs or access to capital
markets.
OVERVIEW
The Corporation is a financial holding company, which, through its
wholly owned banking subsidiary, provides a full range of retail
and commercial financial services in Pennsylvania, Delaware,
Maryland, New Jersey and Virginia. In 2018, the Corporation had
three banking subsidiaries. During 2019, the Corporation
consolidated two of its wholly owned banking subsidiaries into
Fulton Bank ("Charter Consolidation").
The Corporation generates the majority of its revenue through net
interest income, or the difference between interest earned on loans
and investments and interest paid on deposits and borrowings.
Growth in net interest income is dependent upon balance sheet
growth and maintaining or increasing the net interest margin, which
is FTE net interest income as a percentage of average
interest-earning assets. The Corporation also generates revenue
through fees earned on the various services and products offered to
its customers and through gains on sales of assets, such as loans,
investments and properties. Offsetting these revenue sources are
provisions for credit losses on loans and OBS credit risks,
non-interest expenses and income taxes.
The following table presents a summary of the Corporation’s
earnings and selected performance ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Net income (in thousands) |
$ |
178,040 |
|
|
$ |
226,339 |
|
Net income available to common shareholders (in
thousands) |
$ |
175,905 |
|
|
$ |
226,339 |
|
Diluted net income per share |
$ |
1.08 |
|
|
$ |
1.35 |
|
Return on average assets |
0.73 |
% |
|
1.06 |
% |
Return on average equity |
7.44 |
% |
|
9.81 |
% |
Return on average common shareholders' equity (tangible)
(1)
|
9.66 |
% |
|
12.84 |
% |
Net interest margin
(2)
|
2.86 |
% |
|
3.36 |
% |
Efficiency ratio
(1)
|
65.7 |
% |
|
63.7 |
% |
Non-performing assets to total assets |
0.58 |
% |
|
0.68 |
% |
Annualized net charge-offs to average loans |
0.05 |
% |
|
0.22 |
% |
(1)Ratio
represents a financial measure derived by methods other than GAAP.
See reconciliation of this non-GAAP financial measure to the most
directly comparable GAAP measure under the heading, "Supplemental
Reporting of Non-GAAP Based Financial Measures," in Item 6.
Selected Financial Data.
(2)Presented
on an FTE basis, using a 21% Federal tax rate and statutory
interest expense disallowances. See also the "Net Interest Income"
section of Management’s Discussion.
COVID-19 Pandemic
The COVID-19 pandemic has caused substantial disruptions in
economic and social activity, both globally and in the United
States. The spread of COVID-19, and related governmental actions to
mandate or encourage temporary closures of businesses, quarantines,
social distancing, "stay at home" orders and other restrictions on
in-person operations and activities, have caused severe disruptions
in the U.S. economy, which has, in turn, disrupted, and will likely
continue to disrupt, the business, activities, and operations of
the Corporation’s customers, as well as the Corporation’s own
business and operations. The resulting impacts of the pandemic on
consumers, including high levels of unemployment, have continued to
cause changes in consumer and business spending, borrowing needs
and saving habits, which have and will likely continue to affect
the demand for loans and other products and services the
Corporation offers, as well as the creditworthiness of its
borrowers. The significant decrease in commercial activity and
disruptions in supply chains associated with the pandemic, both
nationally and in the Corporation’s markets, may cause customers,
vendors and counterparties to be unable to meet existing payment or
other obligations to the Corporation.
While portions of the national economy have reopened, there is
still significant uncertainty concerning the breadth and duration
of business disruptions related to the COVID-19 pandemic, as well
as their impact on the U.S. economy. The extent to which the
pandemic impacts the Corporation’s results will depend on future
developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the
continuing severity of the COVID-19 pandemic, whether there are
additional outbreaks of COVID-19, and the actions taken to contain
it or treat its impact. Moreover, although multiple COVID-19
vaccines have received regulatory approval and are currently being
distributed to certain high-risk population groups, it is too early
to know how quickly these vaccines can be distributed to the
general population and how effective they will be in mitigating the
adverse social and economic effects of the COVID-19
pandemic.
The Corporation’s business is dependent upon the willingness and
ability of its customers to conduct banking and other financial
transactions. In an effort to mitigate the spread of COVID-19, the
Corporation has adjusted service models at certain of its financial
center locations, including limiting some locations to drive-up and
ATM services only, offering lobby access by
appointment only, and encouraging the Corporation’s customers to
use electronic banking platforms. Approximately 25% of the
Corporation’s locations are expected to provide lobby access by
appointment only on a long-term basis.
A significant portion of the Corporation’s employees have
transitioned to working remotely as a result of the COVID-19
pandemic, which, in addition to requiring added support from the
Corporation’s information technology infrastructure, increases
cybersecurity risks. The continued spread of COVID-19 (or an
outbreak of a similar highly contagious disease) could also
negatively impact the business and operations of third-party
service providers who perform critical services for the
Corporation’s business.
COVID-19 has significantly affected the financial markets and has
resulted in a number of responses by the U.S. government, including
reductions in interest rates by the FOMC. These reductions in
interest rates, especially if prolonged, could adversely affect the
Corporation’s net interest income and margins and the Corporation’s
profitability.
The CARES Act was enacted in March 2020 and, among other
provisions, authorized the SBA to guarantee loans under the PPP for
small businesses who meet the necessary eligibility requirements in
order to keep their workers on the payroll. During 2020, the
Corporation funded approximately $2.0 billion loans under the
PPP.
Stimulus payments to eligible consumers, enhanced unemployment
benefits provided by the federal government and traditional,
state-provided unemployment compensation, as well as other forms of
relief provided to consumers and businesses, have helped to limit
some of the adverse impacts of COVID-19. The reduction, expiration
or discontinuation of these measures may adversely impact the
recovery of economic activity and the ability of borrowers to meet
their payment and other obligations to the Corporation, either of
which could require the Corporation to increase the ACL through
provisions for credit losses.
The impact of COVID-19 on the Corporation’s financial results is
evolving and uncertain. The Corporation has limited exposure to
some of the industries that were initially most significantly
impacted by COVID-19, such as hospitality and food services, energy
and entertainment, and most of these loans are secured by real
estate and other forms of collateral. While many areas of the
economy began to exhibit signs of recovery during the second half
of 2020, the lingering effects of the pandemic, particularly in
certain sectors of the economy, or a resurgence in COVID-19
infections that prompts the continuation or imposition of
governmental restrictions on activities, may result in decreased
demand for the Corporation’s loan products. In addition, the
decline in economic activity occurring due to COVID-19 and the
actions by the FOMC with respect to interest rates are likely to
affect the Corporation’s net interest income, non-interest income
and credit-related losses for an uncertain period of time. As a
result, the Corporation took steps to maintain liquidity and
conserve capital during this period of uncertainty. The Corporation
has been holding excess cash reserves since the end of the first
quarter of 2020, has additional liquidity available through
borrowing arrangements and other sources, and plans to maintain its
excess cash and these arrangements until there is more clarity
surrounding economic conditions. See additional discussion in
"Results of Operations" and "Financial Condition" of Management's
Discussion.
Adoption of CECL
On January 1, 2020, the Corporation adopted ASU 2016-13,
Financial Instruments - Credit Losses (ASC Topic 326): Measurement
of Credit Losses on Financial Instruments,
which replaced the incurred loss methodology, and is referred to as
CECL. The measurement of expected credit losses under CECL is
applicable to financial assets measured at amortized cost,
including loans and HTM debt securities. It also applies to OBS
credit exposures, such as loan commitments, standby letters of
credit, financial guarantees, and other similar instruments, and
net investments in leases recognized by a lessor in accordance with
ASC Topic 842. Refer to "Note 1 - Summary of Significant Accounting
Policies" in the Notes to Consolidated Financial Statements in Item
8. "Financial Statements and Supplementary Data" for additional
information on the adoption of CECL.
The Corporation adopted CECL using the modified retrospective
method for all financial assets measured at amortized cost, and OBS
credit exposures. Results for 2020 are presented under CECL, while
prior years' results are reported in accordance with the previously
applicable incurred loss methodology. The Corporation recorded an
increase of $58.3 million to the ACL on January 1, 2020, primarily
as a result of the adoption of CECL. Retained earnings decreased
$43.8 million and deferred tax assets increased by $12.4 million on
January 1, 2020, representing the cumulative effect of
adoption.
Financial Highlights
Following is a summary of the financial highlights for the year
ended December 31, 2020:
•Net
Income Per Share
- Diluted net income per share decreased $0.27, or 20.0%, to $1.08
in 2020 compared to $1.35 in 2019. The decline in net income per
share was due to a $50.4 million, or 22.3%, decrease in net income
available to common shareholders partially offset by a decrease in
weighted average diluted shares outstanding.
•Net
Interest Income
- The $19.2 million, or 3.0%, decrease in net interest income
resulted from lower yields on interest-earning assets, partially
offset by balance sheet growth and the impact of lower funding
costs.
◦Net
Interest Margin
- For the year ended December 31, 2020, the net interest
margin decreased to 2.86%, or 50 bp compared to 2019, driven by a
90 bp decrease in yields on interest-earning assets, partially
offset by a 42 bp decrease in the cost of funds.
◦Loan
Growth
- Average Net Loans grew by $1.8 billion, or 11.2%, in comparison
to 2019. The increase was driven largely by the issuance of PPP
loans, included in commercial and industrial loans, and growth in
the real estate commercial and residential mortgage
portfolios.
◦Deposit
Growth
- Average deposits increased $2.6 billion, or 15.7%, in comparison
to 2019. The increase was the result of growth in all deposit types
except time deposits. At December 31, 2020, the
loan-to-deposit ratio was 94.2%, as compared to 98.0% at
December 31, 2019.
•Asset
Quality
- Non-performing assets increased $3.3 million, or 2.2%, as of
December 31, 2020 compared to December 31, 2019. Net
charge-offs to average loans outstanding were 0.05% for the year
ended December 31, 2020 compared to 0.22% for the year ended
December 31, 2019. The provisions for credit losses increased
$44.1 million, to $76.9 million, for the year ended
December 31, 2020 compared to $32.8 million for the
same period in 2019. The higher provision in 2020 was largely
driven by the adoption of CECL, which, as a result of an overall
downturn in economic forecasts due to COVID-19, resulted in
increases in the ACL due to higher expected future credit losses
under CECL.
•Non-Interest
Income
- Non-interest income, excluding investment securities gains,
increased $14.9 million, or 7.1%, in comparison to 2019. Increases
were experienced in mortgage banking and wealth management,
partially offset by decreases in commercial and consumer
banking.
•Investment
Securities Gains/Balance Sheet Restructurings
- During both 2020 and 2019, the Corporation completed limited
balance sheet restructurings which included sales of investment
securities and corresponding prepayment of FHLB advances. As a
result, investment securities gains totaled $3.1 million in 2020,
as compared to $4.7 million in 2019, a $1.7 million, or 35.5%,
decrease. In addition, included in non-interest expense were
prepayment penalties on FHLB advances of $2.9 million and $4.3
million incurred during 2020 and 2019, respectively.
•Non-Interest
Expense
- Non-interest expense increased $11.7 million, or 2.1%, in
comparison to 2019, driven largely by higher salaries and employee
benefits expense, state taxes and data processing and software
expenses. Partially offsetting these increases were reductions in
other outside services and marketing.
In 2020, the Corporation completed a strategic operating expense
review, which resulted in a number of cost-saving initiatives that
are expected to result in annual expense savings of $25 million,
which is not expected to be fully realized until mid-2021. The
Corporation expects to reinvest a portion of the cost savings to
accelerate digital transformation initiatives. In 2020, $16.2
million of expenses were recognized related to the cost-savings
initiatives in the following categories: $5.6 million of severance
expense (included in salaries and employee benefits) and $4.8
million of write-offs of fixed assets and $5.8 million of lease
termination charges (both included in other expense).
•Income
Taxes
- Income tax expense for 2020 resulted in an ETR of 12.0%, as
compared to 14.3% for 2019. The ETR was lower mainly due to lower
income before income taxes. The ETR is generally lower than the
federal statutory rate of 21% due to tax-exempt interest income
earned on loans, investments in tax-free municipal securities and
TCIs.
•Long-term
Borrowings
- In March 2020, the Corporation issued a total of $375.0 million
of subordinated notes, with $200.0 million of subordinated notes
due in 2030 having a fixed-to-floating rate of 3.25% and an
effective rate of 3.35% and $175.0 million of subordinated notes
due in 2035 having a fixed-to-floating rate of 3.75% and an
effective rate of 3.85%.
•Preferred
Stock
- In October 2020, the Corporation issued 8.0 million depositary
shares ("Depositary Shares"), each representing a 1/40th interest
in a share of Fulton’s 5.125% Fixed Rate Non-Cumulative Perpetual
Preferred Stock, Series A, with a liquidation preference of $1,000
per share (equivalent to $25.00 per Depositary Share), for an
aggregate offering amount of $200.0 million. The Corporation
received net proceeds from the offering of $192.9 million, after
deducting issuance costs.
CRITICAL ACCOUNTING POLICIES
The following is a summary of those accounting policies that the
Corporation considers to be most important to the presentation of
its financial condition and results of operations, because they
require management’s most difficult judgments as a result of the
need to make estimates about the effects of matters that are
inherently uncertain. See additional information regarding these
critical accounting policies in "Note 1 - Summary of Significant
Accounting Policies," in the Notes to the Consolidated Financial
Statements in Item 8. "Financial Statements and Supplementary
Data."
Allowance for Credit Losses
- The Corporation adopted new accounting guidance for estimating
credit losses, known as CECL, in the first quarter of 2020. In
accordance with CECL, the ACL, which includes both the ACL - loans
and the ACL - OBS credit exposures, is based on estimated losses
over the remaining expected life of loans and OBS exposures.
Management's determination of the appropriateness of the reserve is
based on periodic evaluations of the loan portfolio,
lending-related commitments, current and forecasted economic
factors and other relevant factors.
In determining the ACL, the Corporation uses three inputs in to the
model estimate. These inputs are PD, which estimates the likelihood
that a borrower will be unable to meet its debt obligations; LGD,
which estimates the share of an asset that is lost if a borrower
defaults; and EAD which estimates the gross exposure under a
facility upon default. The PD models were developed based on
historical default data. Both internal and external variables are
evaluated in the process. The main internal variables are risk
rating or delinquency history and the external variables are
economic variables obtained from third-party provided forecasts.
Management applies risk rating transition matrices to pools of
loans and lending-related commitments with similar risk
characteristics to determine default probabilities, utilizes
economic forecasts, applies modeled LGD results to associated EAD
and incorporates modeled overlays and qualitative adjustments to
estimate ACL. As such, the calculation of the ACL is inherently
subjective and requires management to exercise significant
judgment.
The ACL is estimated over a reasonable and supportable forecast
period based on the projected performance of specific economic
variables that statistically correlate with PD rates. As economic
variables revert to long-term averages through the forecast
process, externally developed long-term economic forecasts are used
to establish the impacts of the economic scenario, reversion, and
long-term averages in the development of losses over the expected
life of the assets being modeled. The ACL reserve is highly
sensitive to the economic forecasts used to develop the reserve.
Due to the high level of uncertainty regarding significant
assumptions, such as the ultimate impact of COVID-19 and
effectiveness of the related governmental responses, since the
beginning of 2020, the Corporation has evaluated a range of
economic scenarios, including more and less severe economic
deteriorations, with varying speeds of recovery.
The ACL includes qualitative adjustments, as appropriate, intended
to capture the impact of uncertainties not reflected in the
quantitative models. Qualitative adjustments include and consider
changes in national, regional and local economic and business
conditions, an assessment of the lending environment, including
underwriting standards and other factors affecting credit quality.
Qualitative adjustments have increased compared to those at the
time of the adoption of CECL on January 1, 2020 primarily as a
result of uncertainties related to the economic impact of COVID-19,
including consideration for the future performance of loans that
received deferrals or forbearances as a result of COVID-19 and the
impact COVID-19 had on certain industries where the quantitative
models was not fully capturing the appropriate level of
risk.
For further discussion of the methodology used in the determination
of the ACL, refer to Note 1, "Summary of Significant Accounting
Policies" in the Notes to the Consolidated Financial
Statements
in Item 8. "Financial Statements and Supplementary
Data."
Goodwill
- Goodwill recorded in connection with acquisitions is not
amortized to expense, but is tested at least annually for
impairment. A quantitative annual impairment test is not required
if, based on a qualitative analysis, the Corporation determines
that the existence of events and circumstances indicate that it is
more likely than not that goodwill is not impaired. The Corporation
completes its annual goodwill impairment test in October of
each year.
Goodwill valuation is inherently subjective, with a number of
factors based on assumptions and management judgments. Among these
are selection of comparable market transactions, discount rates and
earnings capitalization rates. Changes in assumptions and results
due to economic conditions, industry factors and reporting unit
performance could result in different assessments of the fair
values of reporting units and could result in impairment
charges.
For additional details related to the annual goodwill impairment
test, see "Note 1 - Summary of Significant Accounting Policies," in
the Notes to Consolidated Financial Statements in Item 8.
"Financial Statements and Supplementary Data."
Income Taxes
– The provision for income taxes is based upon income before income
taxes, adjusted for the effect of certain tax-exempt income,
non-deductible expenses and credits. In addition, certain items of
income and expense are reported in
different periods for financial reporting and tax return purposes.
The tax effects of these temporary differences are recognized
currently in the deferred income tax provision or benefit. DTAs or
deferred tax liabilities are computed based on the difference
between the financial statement and income tax bases of assets and
liabilities using the applicable enacted marginal tax
rate.
The Corporation must also evaluate the likelihood that DTAs will be
recovered through future taxable income. If any such assets are
determined to be more likely than not unrecoverable, a valuation
allowance must be recognized. The assessment of the carrying value
of DTAs is based on certain assumptions, changes in which could
have a material impact on the Corporation’s consolidated financial
statements.
On a periodic basis, the Corporation evaluates its income tax
positions based on tax laws, regulations and financial reporting
considerations, and records adjustments as appropriate. Recognition
and measurement of tax positions is based upon management’s
evaluations of current taxing authorities’ examinations of the
Corporation’s tax returns, recent positions taken by the taxing
authorities on similar transactions and the overall tax
environment.
Fair Value Measurements
– Assets and liabilities are categorized in a fair value hierarchy
for the inputs to valuation techniques used to measure at fair
value based on the following categories (from highest to lowest
priority):
•Level
1 – Inputs that represent quoted prices for identical instruments
in active markets.
•Level
2 – Inputs that represent quoted prices for similar instruments in
active markets, or quoted prices for identical instruments in
non-active markets. Also included are valuation techniques whose
inputs are derived principally from observable market data other
than quoted prices, such as interest rates or other
market-corroborated means.
•Level
3 – Inputs that are largely unobservable, as little or no market
data exists for the instrument being valued.
The determination of fair value for assets categorized as Level 3
items involves significant subjectivity due to the use of
unobservable inputs. In addition, determining when a market is no
longer active and placing little or no reliance on distressed
market prices requires the use of management’s judgment. The
Corporation's Level 3 assets include AFS securities in the form of
pooled trust preferred securities, certain single-issuer trust
preferred securities issued by financial institutions and ARCs. The
Corporation also categorizes net loans individually evaluated for
impairment, OREO and MSRs as Level 3 assets measured at fair value
on a nonrecurring basis.
The Corporation engages third-party valuation experts to assist in
valuing interest rate swap derivatives and most AFS investment
securities, both measured at fair value on a recurring basis, and
MSRs, which are measured at fair value on a non-recurring basis.
The pricing data and market quotes the Corporation obtains from
outside sources are reviewed internally for
reasonableness.
For additional details see "Note 19 - Fair Value Measurements," in
the Notes to Consolidated Financial Statements in Item 8.
"Financial Statements and Supplementary Data."
Recently Issued Accounting Standards
For a description of accounting standards recently issued, but not
yet adopted by the Corporation, see "Recently Issued Accounting
Standards," in "Note 1 - Summary of Significant Accounting
Policies" in the Notes to Consolidated Financial Statements in Item
8. "Financial Statements and Supplementary Data."
RESULTS OF OPERATIONS
Net Interest Income
Net interest income is the most significant component of the
Corporation’s net income. The Corporation manages the risk
associated with changes in interest rates through the techniques
described within Item 7A, "Quantitative and Qualitative Disclosures
About Market Risk." The following table provides a comparative
average balance sheet and net interest income analysis for 2020
compared to 2019 and 2018. Interest income and yields are presented
on an FTE basis, using a 21% federal tax rate, as well as statutory
interest expense disallowances. The discussion following this table
is based on these tax-equivalent amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
Average
Balance |
|
Interest |
|
Yield/
Rate |
|
Average
Balance |
|
Interest |
|
Yield/
Rate |
|
Average
Balance |
|
Interest |
|
Yield/
Rate |
|
(dollars in thousands) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loans
(1)
|
$ |
18,270,390 |
|
|
$ |
662,785 |
|
|
3.63 |
% |
|
$ |
16,430,347 |
|
|
$ |
747,119 |
|
|
4.55 |
% |
|
$ |
15,815,263 |
|
|
$ |
691,954 |
|
|
4.38 |
% |
Taxable investment securities
(2)
|
2,182,410 |
|
|
58,173 |
|
|
2.66 |
|
|
2,278,448 |
|
|
62,556 |
|
|
2.74 |
|
|
2,246,681 |
|
|
56,044 |
|
|
2.49 |
|
Tax-exempt investment securities
(2)
|
825,057 |
|
|
26,641 |
|
|
3.22 |
|
|
500,398 |
|
|
17,998 |
|
|
3.57 |
|
|
416,119 |
|
|
15,285 |
|
|
3.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
3,007,467 |
|
|
84,814 |
|
|
2.82 |
|
|
2,778,846 |
|
|
80,554 |
|
|
2.89 |
|
|
2,662,800 |
|
|
71,329 |
|
|
2.68 |
|
Loans held for sale |
60,015 |
|
|
2,077 |
|
|
3.46 |
|
|
25,795 |
|
|
1,351 |
|
|
5.24 |
|
|
22,970 |
|
|
1,159 |
|
|
5.05 |
|
Other interest-earning assets |
1,120,727 |
|
|
5,504 |
|
|
0.49 |
|
|
445,008 |
|
|
9,249 |
|
|
2.08 |
|
|
382,569 |
|
|
6,193 |
|
|
1.62 |
|
Total interest-earning assets |
22,458,599 |
|
|
755,181 |
|
|
3.36 |
|
|
19,679,996 |
|
|
838,273 |
|
|
4.26 |
|
|
18,883,602 |
|
|
770,635 |
|
|
4.08 |
|
Noninterest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
139,146 |
|
|
|
|
|
|
119,144 |
|
|
|
|
|
|
104,595 |
|
|
|
|
|
Premises and equipment |
238,864 |
|
|
|
|
|
|
239,376 |
|
|
|
|
|
|
231,762 |
|
|
|
|
|
Other assets |
1,746,956 |
|
|
|
|
|
|
1,385,689 |
|
|
|
|
|
|
1,123,857 |
|
|
|
|
|
Less: ACL - loans
(3)
|
(249,848) |
|
|
|
|
|
|
(166,165) |
|
|
|
|
|
|
(160,614) |
|
|
|
|
|
Total Assets |
$ |
24,333,717 |
|
|
|
|
|
|
$ |
21,258,040 |
|
|
|
|
|
|
$ |
20,183,202 |
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
$ |
5,278,941 |
|
|
$ |
11,390 |
|
|
0.22 |
% |
|
$ |
4,384,059 |
|
|
$ |
33,348 |
|
|
0.76 |
% |
|
$ |
4,063,929 |
|
|
$ |
22,789 |
|
|
0.56 |
% |
Savings and money market deposits |
5,550,234 |
|
|
14,654 |
|
|
0.26 |
|
|
5,018,381 |
|
|
41,823 |
|
|
0.83 |
|
|
4,684,023 |
|
|
27,226 |
|
|
0.58 |
|
Brokered deposits |
310,763 |
|
|
2,387 |
|
|
0.77 |
|
|
245,501 |
|
|
5,779 |
|
|
2.35 |
|
|
121,863 |
|
|
2,480 |
|
|
2.04 |
|
Time deposits |
2,546,305 |
|
|
41,615 |
|
|
1.63 |
|
|
2,869,326 |
|
|
50,825 |
|
|
1.77 |
|
|
2,675,670 |
|
|
35,217 |
|
|
1.32 |
|
Total interest-bearing deposits |
13,686,243 |
|
|
70,045 |
|
|
0.51 |
|
|
12,517,267 |
|
|
131,775 |
|
|
1.05 |
|
|
11,545,485 |
|
|
87,712 |
|
|
0.76 |
|
Short-term borrowings |
810,583 |
|
|
5,227 |
|
|
0.64 |
|
|
849,679 |
|
|
14,543 |
|
|
1.70 |
|
|
785,923 |
|
|
8,489 |
|
|
1.07 |
|
Long-term borrowings |
1,254,300 |
|
|
38,398 |
|
|
3.06 |
|
|
942,600 |
|
|
30,599 |
|
|
3.25 |
|
|
977,573 |
|
|
31,857 |
|
|
3.26 |
|
Total interest-bearing liabilities |
15,751,126 |
|
|
113,671 |
|
|
0.72 |
|
|
14,309,546 |
|
|
176,917 |
|
|
1.24 |
|
|
13,308,981 |
|
|
128,058 |
|
|
0.96 |
|
Noninterest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
5,714,803 |
|
|
|
|
|
|
4,249,294 |
|
|
|
|
|
|
4,287,121 |
|
|
|
|
|
Total deposits/Cost of deposits |
19,401,046 |
|
|
|
|
0.36 |
|
|
16,766,561 |
|
|
|
|
0.79 |
|
|
15,832,606 |
|
|
|
|
0.55 |
Other liabilities |
476,139 |
|
|
|
|
|
|
393,130 |
|
|
|
|
|
|
331,336 |
|
|
|
|
|
Total Liabilities |
21,942,068 |
|
|
|
|
|
|
18,951,970 |
|
|
|
|
|
|
17,927,438 |
|
|
|
|
|
Total Interest-bearing liabilities and non-interest bearing
deposits/Cost of funds |
21,465,929 |
|
|
|
|
0.53 |
|
|
18,558,840 |
|
|
|
|
0.95 |
|
|
17,596,102 |
|
|
|
|
0.73 |
|
Shareholders’ equity |
2,391,649 |
|
|
|
|
|
|
2,306,070 |
|
|
|
|
|
|
2,255,764 |
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
$ |
24,333,717 |
|
|
|
|
|
|
$ |
21,258,040 |
|
|
|
|
|
|
$ |
20,183,202 |
|
|
|
|
|
Net interest income/net interest margin (FTE) |
|
|
641,510 |
|
|
2.86 |
% |
|
|
|
661,356 |
|
|
3.36 |
% |
|
|
|
642,577 |
|
|
3.40 |
% |
Tax equivalent adjustment |
|
|
(12,303) |
|
|
|
|
|
|
(12,967) |
|
|
|
|
|
|
(12,121) |
|
|
|
Net interest income |
|
|
$ |
629,207 |
|
|
|
|
|
|
$ |
648,389 |
|
|
|
|
|
|
$ |
630,456 |
|
|
|
(1)Average
balances include non-performing loans.
(2) Average
balances include amortized historical cost for AFS securities; the
related unrealized holding gains (losses) are included in other
assets.
(3) ACL - loans relates to the ACL specifically for Net Loans and
does not include the ACL for OBS credit exposures, which is
included in other
liabilities.
Comparison of 2020 to 2019
The following table summarizes the changes in FTE interest income
and interest expense resulting from changes in average balances
(volumes) and changes in rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 vs. 2019 Increase (decrease) due to change
in |
|
Volume |
|
Rate |
|
Net |
|
(in thousands) |
Interest income on: |
|
|
|
|
|
Loans and leases |
$ |
77,662 |
|
|
$ |
(161,996) |
|
|
$ |
(84,334) |
|
Taxable investment securities |
(3,323) |
|
|
(1,059) |
|
|
(4,382) |
|
Tax-exempt investment securities |
10,576 |
|
|
(1,933) |
|
|
8,643 |
|
|
|
|
|
|
|
Loans held for sale |
1,308 |
|
|
(582) |
|
|
726 |
|
Other interest-earning assets |
6,909 |
|
|
(10,654) |
|
|
(3,745) |
|
Total interest income |
$ |
93,132 |
|
|
$ |
(176,224) |
|
|
$ |
(83,092) |
|
Interest expense on: |
|
|
|
|
|
Demand deposits |
$ |
4,863 |
|
|
$ |
(26,821) |
|
|
$ |
(21,958) |
|
Savings deposits |
4,025 |
|
|
(31,194) |
|
|
(27,169) |
|
Brokered deposits |
959 |
|
|
(4,351) |
|
|
(3,392) |
|
Time deposits |
(5,409) |
|
|
(3,801) |
|
|
(9,210) |
|
Short-term borrowings |
(641) |
|
|
(8,675) |
|
|
(9,316) |
|
Long-term borrowings |
9,627 |
|
|
(1,828) |
|
|
7,799 |
|
Total interest expense |
$ |
13,424 |
|
|
$ |
(76,670) |
|
|
$ |
(63,246) |
|
(1) Average balance includes non-performing loans.
|
|
|
|
|
|
Note: |
Changes which are partially attributable to both volume and rate
are allocated to the volume and rate components presented above
based on the percentage of the direct changes that are attributable
to each component. |
In March 2020, the FOMC decreased the Fed Funds Rate by a total of
150 bp in response to COVID-19. These changes in the Fed Funds Rate
resulted in corresponding decreases to the index rates for the
Corporation's variable and adjustable rate loans, primarily the
prime rate and LIBOR as well as for certain interest-bearing
liabilities.
FTE net interest income decreased $19.8 million, or 3.0%, to
$641.5 million in 2020.
Net interest margin decreased 50 bp to 2.86% in 2020 from 3.36% in
2019. As summarized above, FTE interest income decreased
$176.2 million as the result of a 90 bp decrease in the yield
on interest-earning assets, and increased $93.1 million as the
result of a $2.8 billion, or 14.1%, increase in average
interest-earning assets, primarily loans. The average yield on the
loan portfolio decreased 92 bp, to 3.63%, largely due to the
aforementioned decreases in the Fed Funds Rate in 2020 and
corresponding decreases to loan index rates. All variable and
certain adjustable rate loans repriced to lower rates as a result
of these interest rate decreases, and yields on new loan
originations were lower than the average yield on the loan
portfolio. Adjustable rate loans reprice on dates specified in the
loan agreements, which may be later than the date the Fed Funds
Rate and related loan index rates increase or decrease. Therefore,
the benefit of increases or the reverse effect of decreases in
index rates on adjustable rate loans may not be fully realized
until future periods. In addition, 2020 interest income included
$6.5 million of unamortized origination fees and direct origination
costs recognized as interest income at the time of PPP loan
forgiveness, which is in addition to the normal amortization of
those items of approximately $22.5 million recognized in
2020.
Interest expense decreased $63.2 million, with a 52 bp
decrease in the rate on average interest-bearing liabilities
contributing $76.7 million to this decrease, partially offset
by a $13.4 million increase in expense as a result of a $1.4
billion, or 10.1%, increase in interest-bearing liabilities,
primarily demand deposits and long-term borrowings.
The rates on average interest-bearing demand and savings accounts
decreased 54 and 57 bp, respectively, which contributed $26.8
million and $31.2 million to the decrease in interest expense,
respectively. In addition, the 106 bp decrease in the cost of
short-term borrowings contributed $8.7 million to the decrease
in interest expense.
Average loans and average FTE yields, by type, are summarized in
the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Balance |
|
2020 |
|
2019 |
|
|
Balance |
|
Yield |
|
Balance |
|
Yield |
|
$ |
|
% |
|
(dollars in thousands) |
Real estate – commercial mortgage |
$ |
6,928,269 |
|
|
3.53 |
% |
|
$ |
6,463,783 |
|
|
4.56 |
% |
|
$ |
464,486 |
|
|
7.2 |
% |
Commercial and industrial
(1)
|
5,501,317 |
|
|
3.10 |
|
|
4,473,549 |
|
|
4.52 |
|
|
1,027,768 |
|
|
23.0 |
|
Real estate – residential mortgage |
2,876,538 |
|
|
3.80 |
|
|
2,441,684 |
|
|
4.05 |
|
|
434,854 |
|
|
17.8 |
|
Real estate – home equity |
1,255,094 |
|
|
4.11 |
|
|
1,382,908 |
|
|
5.23 |
|
|
(127,814) |
|
|
(9.2) |
|
Real estate – construction |
965,534 |
|
|
3.64 |
|
|
928,183 |
|
|
4.79 |
|
|
37,351 |
|
|
4.0 |
|
Consumer |
466,419 |
|
|
4.16 |
|
|
448,205 |
|
|
4.42 |
|
|
18,214 |
|
|
4.1 |
|
Equipment lease financing |
281,859 |
|
|
3.93 |
|
|
279,489 |
|
|
4.40 |
|
|
2,370 |
|
|
0.8 |
|
Other
(2)
|
(4,640) |
|
|
— |
|
12,546 |
|
|
— |
|
(17,186) |
|
|
(137.0) |
|
Total loans |
$ |
18,270,390 |
|
|
3.63 |
% |
|
$ |
16,430,347 |
|
|
4.55 |
% |
|
$ |
1,840,043 |
|
|
11.2 |
% |
(1) Includes average PPP loans of $1.3 billion for the year ended
December 31, 2020.
(2) Consists of overdrafts and net origination fees and
costs.
Average loans increased $1.8 billion, or 11.2%, which contributed
$77.7 million to the increase in FTE interest income. The increase
was driven largely by growth in the commercial and industrial
portfolio as a result of loans originated under the PPP. Excluding
loans originated under the PPP, commercial and industrial loan
balances declined $2.4 million. Commercial and residential mortgage
loan portfolios, as well as the construction, consumer and
equipment lease financing portfolios, experienced growth, partially
offset by decreases in the home equity loan portfolio.
Average investment securities increased $228.6 million, or
8.2%, in comparison to 2019, which contributed a $7.3 million
increase in FTE interest income. This was partially offset by a 7
bp decrease in average yields, resulting in a $3.0 million decrease
in FTE interest income. Other interest-earning assets increased
$675.7 million, primarily the result of an increase in cash
pledged with counterparties for interest rate swap contracts,
contributing $6.9 million to FTE interest income. The yield on
other interest-earning assets decreased 159 bp in comparison to
2019, as a result of the Fed Funds Rate decreases during 2020,
resulting in a $10.7 million decrease in FTE interest
income.
Average deposits and interest rates, by type, are summarized in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in
Balance |
|
2020 |
|
2019 |
|
|
Balance |
|
Rate |
|
Balance |
|
Rate |
|
$ |
|
% |
|
(dollars in thousands) |
Noninterest-bearing demand |
$ |
5,714,803 |
|
|
— |
% |
|
$ |
4,249,294 |
|
|
— |
% |
|
$ |
1,465,509 |
|
|
34.5 |
% |
Interest-bearing demand |
5,278,941 |
|
|
0.22 |
|
|
4,384,059 |
|
|
0.76 |
|
|
894,882 |
|
|
20.4 |
|
Savings |
5,550,234 |
|
|
0.26 |
|
|
5,018,381 |
|
|
0.83 |
|
|
531,853 |
|
|
10.6 |
|
Total demand and savings |
16,543,978 |
|
|
0.16 |
|
|
13,651,734 |
|
|
0.44 |
|
|
2,892,244 |
|
|
21.2 |
|
Brokered deposits |
310,763 |
|
|
0.77 |
|
|
245,483 |
|
|
2.35 |
|
|
65,280 |
|
|
26.6 |
|
Time deposits |
2,546,305 |
|
|
1.63 |
|
|
2,869,344 |
|
|
1.77 |
|
|
(323,039) |
|
|
(11.3) |
|
Total deposits |
$ |
19,401,046 |
|
|
0.36 |
% |
|
$ |
16,766,561 |
|
|
0.79 |
% |
|
$ |
2,634,485 |
|
|
15.7 |
% |
The average cost of interest-bearing deposits decreased 54 bp to
0.51% from 1.05% in 2019 and contributed $66.2 million to the
decrease in interest expense compared to 2019. These rates do not
include the impact of non-interest bearing deposits, which lower
the cost of total deposits to 0.36% and 0.79% in 2020 and 2019,
respectively. The decrease in the cost is mainly as a result of
reductions in deposit rates in response to the FOMC reductions to
the Fed Funds Rate as well as deposit rate decreases implemented
after the Fed Funds Rate cuts during the second half of 2019. The
majority of deposit rates are discretionary, with the exception of
indexed municipal balances. The average balance of interest-bearing
deposits increased $1.2 billion, or 9.3%, partially offsetting
the decrease in interest expense by $4.4 million in comparison to
2019.
Average borrowings and interest rates, by type, are summarized in
the following table: