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FNB CORP/PA/ - Quarter Report: 2018 September (Form 10-Q)

Table of Contents     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


For the quarterly period ended September 30, 2018
Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
For the transition period from                      to                     
Commission file number 001-31940
 
 
 
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Pennsylvania
25-1255406
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One North Shore Center, 12 Federal Street, Pittsburgh, PA
15212
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 800-555-5455

(Former name, former address and former fiscal year, if changed since last report)
 
 
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
Accelerated Filer
 
 
 
 
Non-accelerated Filer
Smaller reporting company
 
 
 
 
 
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at

October 31, 2018
Common Stock, $0.01 Par Value
324,296,105

Shares



Table of Contents     

F.N.B. CORPORATION
FORM 10-Q
September 30, 2018
INDEX
 
 
PAGE
PART I – FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
PART II – OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 


2

Table of Contents     

Glossary of Acronyms and Terms
AFS
Available for sale
ALCO
Asset/Liability Committee
AOCI
Accumulated other comprehensive income
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
BOLI
Bank owned life insurance
Basel III
Basel III Capital Rules
EVE
Economic value of equity
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FNB
F.N.B. Corporation
FNBPA
First National Bank of Pennsylvania
FRB
Board of Governors of the Federal Reserve System
FTE
Fully taxable equivalent
FVO
Fair value option
GAAP
U.S. generally accepted accounting principles
HTM
Held to maturity
IRLC
Interest rate lock commitments
LCR
Liquidity Coverage Ratio
LIBOR
London Inter-bank Offered Rate
MCH
Months of Cash on Hand
MSR
Mortgage servicing rights
OCC
Office of the Comptroller of the Currency
OREO
Other real estate owned
OTTI
Other-than-temporary impairment
Regency
Regency Finance Company
SBA
Small Business Administration
SEC
Securities and Exchange Commission
TCJA
Tax Cuts and Jobs Act of 2017
TDR
Troubled debt restructuring
TPS
Trust preferred securities
UST
U.S. Department of the Treasury
YDKN
Yadkin Financial Corporation


3

Table of Contents     

PART I – FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Dollars in thousands, except share and per share data
 
September 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
Assets
 
 
 
Cash and due from banks
$
397,268

 
$
408,718

Interest bearing deposits with banks
40,585

 
70,725

Cash and Cash Equivalents
437,853

 
479,443

Securities available for sale
3,298,894

 
2,764,562

Debt securities held to maturity (fair value of $3,032,947 and $3,218,379)
3,206,345

 
3,242,268

Loans held for sale (includes $24,943 and $56,458 measured at fair value) (1)
42,083

 
92,891

Loans and leases, net of unearned income of $4,926 and $50,680
21,839,403

 
20,998,766

Allowance for credit losses
(177,881
)
 
(175,380
)
Net Loans and Leases
21,661,522

 
20,823,386

Premises and equipment, net
323,244

 
336,540

Goodwill
2,249,541

 
2,249,188

Core deposit and other intangible assets, net
80,290

 
92,075

Bank owned life insurance
533,991

 
526,818

Other assets
783,832

 
810,464

Total Assets
$
32,617,595

 
$
31,417,635

Liabilities
 
 
 
Deposits:
 
 
 
Non-interest-bearing demand
$
6,018,852

 
$
5,720,030

Interest-bearing demand
9,519,704

 
9,571,038

Savings
2,513,679

 
2,488,178

Certificates and other time deposits
5,447,751

 
4,620,479

Total Deposits
23,499,986

 
22,399,725

Short-term borrowings
3,679,380

 
3,678,337

Long-term borrowings
627,049

 
668,173

Other liabilities
286,316

 
262,206

Total Liabilities
28,092,731

 
27,008,441

Stockholders’ Equity
 
 
 
Preferred stock - $0.01 par value; liquidation preference of $1,000 per share
 
 
 
Authorized – 20,000,000 shares
 
 
 
Issued – 110,877 shares
106,882

 
106,882

Common stock - $0.01 par value
 
 
 
Authorized – 500,000,000 shares
 
 
 
Issued – 326,081,395 and 325,095,055 shares
3,263

 
3,253

Additional paid-in capital
4,046,168

 
4,033,567

Retained earnings
516,865

 
367,658

Accumulated other comprehensive loss
(126,840
)
 
(83,052
)
Treasury stock – 1,806,209 and 1,629,915 shares at cost
(21,474
)
 
(19,114
)
Total Stockholders’ Equity
4,524,864

 
4,409,194

Total Liabilities and Stockholders’ Equity
$
32,617,595

 
$
31,417,635

 
(1)
Amount represents loans for which we have elected the fair value option. See Note 18.
See accompanying Notes to Consolidated Financial Statements (unaudited)

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Table of Contents     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Dollars in thousands, except per share data
Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Interest Income
 
 
 
 
 
 
 
Loans and leases, including fees
$
259,744

 
$
232,834

 
$
756,733

 
$
622,554

Securities:
 
 
 
 
 
 
 
Taxable
30,467

 
24,763

 
86,341

 
72,258

Tax-exempt
7,259

 
5,597

 
20,813

 
13,675

Dividends

 

 

 
85

Other
345

 
320

 
972

 
669

Total Interest Income
297,815

 
263,514

 
864,859

 
709,241

Interest Expense
 
 
 
 
 
 
 
Deposits
38,175

 
18,987

 
95,693

 
47,480

Short-term borrowings
19,576

 
14,387

 
53,192

 
32,020

Long-term borrowings
5,277

 
4,909

 
15,727

 
13,343

Total Interest Expense
63,028

 
38,283

 
164,612

 
92,843

Net Interest Income
234,787

 
225,231

 
700,247

 
616,398

Provision for credit losses
15,975

 
16,768

 
46,024

 
44,374

Net Interest Income After Provision for Credit Losses
218,812

 
208,463

 
654,223

 
572,024

Non-Interest Income
 
 
 
 
 
 
 
Service charges
31,922

 
32,212

 
93,113

 
88,883

Trust services
6,395

 
5,748

 
19,312

 
17,210

Insurance commissions and fees
5,001

 
5,029

 
14,703

 
14,517

Securities commissions and fees
4,491

 
4,038

 
13,336

 
11,548

Capital markets income
5,100

 
2,822

 
16,168

 
11,673

Mortgage banking operations
5,962

 
5,437

 
17,431

 
14,400

Bank owned life insurance
4,399

 
3,123

 
10,761

 
8,368

Net securities gains

 
2,777

 
31

 
5,895

Other
11,564

 
4,965

 
22,371

 
14,851

Total Non-Interest Income
74,834

 
66,151

 
207,226

 
187,345

Non-Interest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
89,535

 
82,383

 
277,532

 
240,860

Net occupancy
14,219

 
13,723

 
45,936

 
39,132

Equipment
13,593

 
13,711

 
41,241

 
35,761

Amortization of intangibles
3,805

 
4,805

 
11,834

 
12,716

Outside services
17,176

 
15,439

 
48,946

 
41,965

FDIC insurance
8,821

 
9,183

 
26,822

 
23,946

Bank shares and franchise taxes
3,237

 
2,814

 
9,929

 
8,536

Merger-related

 
1,381

 

 
55,459

Other
20,343

 
20,304

 
62,585

 
56,637

Total Non-Interest Expense
170,729

 
163,743

 
524,825

 
515,012

Income Before Income Taxes
122,917

 
110,871

 
336,624

 
244,357

Income taxes
22,154

 
33,178

 
63,893

 
69,279

Net Income
100,763

 
77,693

 
272,731

 
175,078

Preferred stock dividends
2,010

 
2,010

 
6,030

 
6,030

Net Income Available to Common Stockholders
$
98,753

 
$
75,683

 
$
266,701

 
$
169,048

Earnings per Common Share
 
 
 
 
 
 
 
Basic
$
0.30

 
$
0.23

 
$
0.82

 
$
0.57

Diluted
$
0.30

 
$
0.23

 
$
0.82

 
$
0.57

Cash Dividends per Common Share
$
0.12

 
$
0.12

 
$
0.36

 
$
0.36

See accompanying Notes to Consolidated Financial Statements (unaudited)

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Table of Contents     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Dollars in thousands
Unaudited
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
Net income
 
$
100,763

 
$
77,693

 
$
272,731

 
$
175,078

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(3,502), $724, $(14,492) and $4,503
 
(12,310
)
 
1,288

 
(50,970
)
 
8,027

Reclassification adjustment for gains included in net income, net of tax expense of $0, $215, $7 and $223
 

 
(384
)
 
(24
)
 
(398
)
Derivative instruments:
 
 
 
 
 
 
 
 
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $396, $76, $1,989 and $(1,265)
 
1,391

 
136

 
6,991

 
(2,254
)
Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $141, $(44), $346 and $45
 
(495
)
 
78

 
(1,216
)
 
(81
)
Pension and postretirement benefit obligations:
 
 
 
 
 
 
 
 
Unrealized gains arising during the period, net of tax expense of $130, $535, $404 and $987 
 
459

 
955

 
1,431

 
1,765

Other Comprehensive (Loss) Income
 
(10,955
)
 
2,073

 
(43,788
)
 
7,059

Comprehensive Income
 
$
89,808

 
$
79,766

 
$
228,943

 
$
182,137

See accompanying Notes to Consolidated Financial Statements (unaudited)


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Table of Contents     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Dollars in thousands, except per share data
Unaudited
 
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Balance at January 1, 2017
$
106,882

 
$
2,125

 
$
2,234,366

 
$
304,397

 
$
(61,369
)
 
$
(14,784
)
 
$
2,571,617

Comprehensive income
 
 
 
 
 
 
175,078

 
7,059

 
 
 
182,137

Dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
(6,030
)
 
 
 
 
 
(6,030
)
Common stock: $0.36/share
 
 
 
 
 
 
(103,584
)
 
 
 
 
 
(103,584
)
Issuance of common stock
 
 
10

 
5,178

 
 
 
 
 
(4,313
)
 
875

Issuance of common stock - acquisitions
 
 
1,116

 
1,782,308

 
 
 
 
 
 
 
1,783,424

Assumption of warrant due to acquisition
 
 
 
 
1,394

 
 
 
 
 
 
 
1,394

Restricted stock compensation
 
 
 
 
6,088

 
 
 
 
 
 
 
6,088

Balance at September 30, 2017
$
106,882

 
$
3,251

 
$
4,029,334

 
$
369,861

 
$
(54,310
)
 
$
(19,097
)
 
$
4,435,921

Balance at January 1, 2018
$
106,882

 
$
3,253

 
$
4,033,567

 
$
367,658

 
$
(83,052
)
 
$
(19,114
)
 
$
4,409,194

Comprehensive income (loss)
 
 
 
 
 
 
272,731

 
(43,788
)
 
 
 
228,943

Dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
(6,030
)
 
 
 
 
 
(6,030
)
Common stock: $0.36/share
 
 
 
 
 
 
(117,494
)
 
 
 
 
 
(117,494
)
Issuance of common stock
 
 
10

 
5,291

 
 
 
 
 
(2,360
)
 
2,941

Restricted stock compensation
 
 
 
 
7,310

 
 
 
 
 
 
 
7,310

Balance at September 30, 2018
$
106,882

 
$
3,263

 
$
4,046,168

 
$
516,865

 
$
(126,840
)
 
$
(21,474
)
 
$
4,524,864

See accompanying Notes to Consolidated Financial Statements (unaudited)


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Table of Contents     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands
Unaudited
 
 
Nine Months Ended
September 30,
 
2018
 
2017
Operating Activities
 
 
 
Net income
$
272,731

 
$
175,078

Adjustments to reconcile net income to net cash flows provided by operating activities:
 
 
 
Depreciation, amortization and accretion
82,074

 
60,349

Provision for credit losses
46,024

 
44,374

Deferred tax expense
28,867

 
36,706

Net securities gains
(31
)
 
(5,895
)
Tax benefit of stock-based compensation
(378
)
 
(735
)
Loans originated for sale
(864,757
)
 
(787,957
)
Loans sold
933,183

 
709,323

Gain on sale of loans
(17,618
)
 
(10,583
)
Net change in:
 
 
 
Interest receivable
(8,259
)
 
(10,104
)
Interest payable
6,679

 
938

Bank owned life insurance
(7,204
)
 
(8,100
)
Other, net
45,530

 
(78,095
)
Net cash flows provided by operating activities
516,841

 
125,299

Investing Activities
 
 
 
Net change in loans and leases
(1,054,971
)
 
(886,944
)
Securities available for sale:
 
 
 
Purchases
(1,029,263
)
 
(1,042,784
)
Sales

 
786,762

Maturities
421,666

 
404,618

Debt securities held to maturity:
 
 
 
Purchases
(244,367
)
 
(842,020
)
Sales

 
57,050

Maturities
275,788

 
309,075

Purchase of bank owned life insurance
(39
)
 
(25,102
)
Increase in premises and equipment
(19,267
)
 
(46,781
)
Net cash received in business combinations and divestitures
141,082

 
196,964

Other, net
70

 

Net cash flows used in investing activities
(1,509,301
)
 
(1,089,162
)
Financing Activities
 
 
 
Net change in:
 
 
 
Demand (non-interest bearing and interest bearing) and savings accounts
272,989

 
384,103

Time deposits
830,662

 
306,745

Short-term borrowings
1,043

 
573,102

Proceeds from issuance of long-term borrowings
26,612

 
96,917

Repayment of long-term borrowings
(67,163
)
 
(150,420
)
Net proceeds from issuance of common stock
10,251

 
6,963

Cash dividends paid:
 
 
 
Preferred stock
(6,030
)
 
(6,030
)
Common stock
(117,494
)
 
(103,584
)
Net cash flows provided by financing activities
950,870

 
1,107,796

Net Increase (Decrease) in Cash and Cash Equivalents
(41,590
)
 
143,933

Cash and cash equivalents at beginning of period
479,443

 
371,407

Cash and Cash Equivalents at End of Period
$
437,853

 
$
515,340

See accompanying Notes to Consolidated Financial Statements (unaudited)

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Table of Contents     

F.N.B. CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2018
The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B. Corporation and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, F.N.B. Corporation. When we refer to "FNBPA" in this Report, we mean our only bank subsidiary, First National Bank of Pennsylvania, and its subsidiaries.
NATURE OF OPERATIONS
F.N.B. Corporation, headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states. Through FNBPA, we have over 150 years of serving the financial and banking needs of our customers. We hold a significant retail deposit market share in attractive markets including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; and Charlotte, Raleigh-Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. As of September 30, 2018, we had 397 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina and South Carolina. We provide a full range of commercial banking, consumer banking and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, business credit, capital markets and lease financing. Consumer banking provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include fiduciary and brokerage services, asset management, private banking and insurance.

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our accompanying Consolidated Financial Statements and these Notes to the Financial Statements include subsidiaries in which we have a controlling financial interest. We own and operate FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Bank Capital Services, LLC and F.N.B. Capital Corporation, LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements.
The accompanying Consolidated Financial Statements include all adjustments that are necessary, in the opinion of management, to fairly reflect our financial position and results of operations in accordance with U.S. generally accepted accounting principles. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no impact on our net income and stockholders’ equity. Events occurring subsequent to the date of the September 30, 2018 Balance Sheet have been evaluated for potential recognition or disclosure in the Consolidated Financial Statements through the date of the filing of the Consolidated Financial Statements with the Securities and Exchange Commission.
Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The interim operating results are not necessarily indicative of operating results FNB expects for the full year. These interim unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in FNB’s 2017 Annual Report on Form 10-K filed with the SEC on February 28, 2018. For a detailed description of our significant accounting policies, see Note 1 "Summary of Significant Accounting Policies" in the 2017 Form 10-K. The accounting policies presented below have been added or amended for newly material items or the adoption of new accounting standards.
Use of Estimates
Our accounting and reporting policies conform with GAAP. The preparation of Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual results could materially differ from those estimates. Material estimates that are particularly susceptible to significant changes include the allowance for credit losses, accounting for acquired loans, fair value of financial instruments, goodwill and other intangible assets, income taxes and deferred tax assets and litigation.

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Table of Contents     

Revenue from Contracts with Customers
We earn certain revenues from contracts with customers. These revenues are recognized when control of the promised services is transferred to the customers in an amount that reflects the consideration we expect to be entitled to in an exchange for those services.
In determining the appropriate revenue recognition for our contracts with customers, we consider whether the contract has commercial substance and is approved by both parties with identifiable contractual rights, payment terms, and the collectability of consideration is probable. Generally, we satisfy our performance obligations upon the completion of services at the amount to which we have the right to invoice or charge under contracts with an original expected duration of one year or less. We apply this guidance on a portfolio basis to contracts with similar characteristics and for which we believe the results would not differ materially from applying this guidance to individual contracts.
Our services provided under contracts with customers are transferred at the point in time when the services are rendered. Generally, we do not defer incremental direct costs to obtain contracts with customers that would be amortized in one year or less under the practical expedient. These costs are recognized as expense, primarily salary and benefit expense, in the period incurred.
Deposit Services. We recognize revenue on deposit services based on published fees for services provided. Demand and savings deposit customers have the right to cancel their depository arrangements and withdraw their deposited funds at any time without prior notice. When services involve deposited funds that can be retrieved by customers without penalties, we consider the service contract term to be day-to-day, where each day represents the renewal of the contract. The contract does not extend beyond the services performed and revenue is recognized at the end of the contract term (daily) as the performance obligation is satisfied.
No deposit services fees exist for long-term deposit products beyond early withdrawal penalties, which are earned on these products at the time of early termination.
Revenue from deposit services fees are reduced where we have a history of waived or reduced fees by customer request or due to a customer service issue, by historical experience, or another acceptable method in the same period as the related revenues. Revenues from deposit services are reported in the Consolidated Statements of Income as service charges and in the Community Banking segment as non-interest income.
Wealth Management Services. Wealth advisory and trust services are provided on a month-to-month basis and invoiced as services are rendered. Fees are based on a fixed amount or a scale based on the level of services provided or assets under management. The customer has the right to terminate their services agreement at any time. We determine the value of services performed based on the fee schedule in effect at the time the services are performed. Revenues from wealth advisory and trust services are reported in the Consolidated Statements of Income as trust services and securities commissions and fees, and in the Wealth segment as non-interest income.
Insurance Services. Insurance services include full-service insurance brokerage services offering numerous lines of commercial and personal insurance through major carriers to businesses and individuals within our geographic markets. We recognize revenue on insurance contracts in effect based on contractually specified commission payments on premiums that are paid by the customer to the insurance carrier. Contracts are cancellable at any time and we have no performance obligation to the customers beyond the time the insurance is placed into effect. Revenues from insurance services are reported in the Consolidated Statements of Income as insurance commissions and fees, and in the Insurance segment as non-interest income.
Debt Securities                            
Debt securities comprise a significant portion of our Consolidated Balance Sheets. Such securities can be classified as trading, HTM or AFS. As of September 30, 2018 and 2017, we did not hold any trading debt securities.
Debt securities HTM are the securities that management has the positive intent and ability to hold until their maturity. Such securities are carried at cost, adjusted for related amortization of premiums and accretion of discounts through interest income from securities, and subject to evaluation for OTTI.
Debt securities that are not classified as trading or HTM are classified as AFS. Such securities are carried at fair value with net unrealized gains and losses deemed to be temporary and OTTI attributable to non-credit factors reported separately as a component of other comprehensive income, net of tax.

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Table of Contents     

We evaluate our debt securities in a loss position for OTTI on a quarterly basis at the individual security level based on our intent to sell. If we intend to sell the debt security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, OTTI must be recognized in earnings equal to the entire difference between the investments’ amortized cost basis and its fair value. If we do not intend to sell the debt security and it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis, OTTI must be separated into the amount representing credit loss and the amount related to all other market factors. The amount related to credit loss will be recognized in earnings. The amount related to other market factors will be recognized in other comprehensive income, net of applicable taxes.
We perform our OTTI evaluation process in a consistent and systematic manner and include an evaluation of all available evidence. This process considers factors such as length of time and anticipated recovery period of the impairment, recent events specific to the issuer and recent experience regarding principal and interest payments.
Low Income Housing Tax Credit (LIHTC) Partnerships
We invest in various affordable housing projects that qualify for LIHTCs. The net investments are recorded in other assets on the Consolidated Balance Sheets. These investments generate a return through the realization of federal tax credits. We use the proportional amortization method to account for a majority of our investments in these entities. LIHTCs that do not meet the requirements of the proportional amortization method are recognized using the equity method. Our net investment in LIHTCs was $35.7 million and $20.9 million at September 30, 2018 and December 31, 2017, respectively. Our unfunded commitments in LIHTCs were $46.6 million and $67.2 million at September 30, 2018 and December 31, 2017, respectively.
Cloud Computing Arrangements
We evaluate fees paid for cloud computing arrangements to determine if those arrangements include the purchase of or license to use software that should be accounted for separately as internal-use software. If a contract includes the purchase or license to use software that should be accounted for separately as internal-use software, the contract is amortized over the software’s identified useful life in amortization of intangibles. For contracts that do not include a software license, the contract is accounted for as a service contract with fees paid recorded in other non-interest expense.
In the third quarter of 2018, we early adopted, on a prospective basis, ASU 2018-15 (See Note 2) which allows for implementation costs for activities performed in cloud computing arrangements that are a service contract to be accounted for under the internal-use software guidance which allows for certain implementation costs to be capitalized depending on the nature of the costs and the project stage. Prior to the adoption of ASU 2018-15 all implementation costs for cloud computing arrangements that were a service contract were expensed as incurred.
NOTE 2.    NEW ACCOUNTING STANDARDS
The following table summarizes accounting pronouncements issued by the Financial Accounting Standards Board that we recently adopted or will be adopting in the future.
TABLE 2.1
Standard
 
Description
 
Required Date of Adoption
 
Financial Statements Impact
Cloud Computing Arrangement
 
 
 
 
ASU 2018-15, Intangibles -
Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
 
This Update aligns the requirements for capitalizing implementation costs of a hosting arrangement that is a service contract with that of internal-use software.
 
January 1, 2020

Early adoption is permitted.

 
We early adopted this Update in the third quarter of 2018 by a prospective application method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.

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Table of Contents     

Standard
 
Description
 
Required Date of Adoption
 
Financial Statements Impact
Derivative and Hedging Activities
 
 
 
 
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
 
This Update improves the financial reporting of hedging to better align with a company’s risk management activities. In addition, this Update makes certain targeted improvements to simplify the application of the current hedge accounting guidance.
 
January 1, 2019
Early adoption is permitted.
 
This Update is to be applied using a modified retrospective method. The presentation and disclosure guidance are applied prospectively. We are currently assessing the potential impact to our Consolidated Financial Statements.
Securities
 
 
 
 
 
 
ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities
 
This Update shortens the amortization period for the premium on certain purchased callable securities to the earliest call date. The accounting for purchased callable debt securities held at a discount does not change.
 
January 1, 2019
Early adoption is permitted.
 
This Update is to be applied using a modified retrospective transition method. The adoption of this Update is not expected to have a material effect on our Consolidated Financial Statements.

Retirement Benefits
 
 
 
 
 
 
ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
 
This Update requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the Income Statement and allows only the service cost component of net benefit cost to be eligible for capitalization.
 
January 1, 2018
 
We adopted this Update in the first quarter of 2018 by a retrospective transition method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.

Statement of Cash Flows
 
 
 
 
 
 
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
 
This Update adds or clarifies guidance on eight cash flow issues.
 
January 1, 2018
 
We adopted this Update in the first quarter of 2018 by retrospective application. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.


12

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Standard
 
Description
 
Required Date of Adoption
 
Financial Statements Impact
Credit Losses
 
 
 
 
 
 
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
 
This Update replaces the current incurred loss impairment methodology with a methodology that reflects current expected credit losses (commonly referred to as CECL) for most financial assets measured at amortized cost and certain other instruments, including loans, HTM debt securities, net investments in leases and off-balance sheet credit exposures. CECL requires loss estimates for the remaining life of the financial asset at the time the asset is originated or acquired, considering historical experience, current conditions and reasonable and supportable forecasts. In addition, the Update will require the use of a modified AFS debt security impairment model and eliminate the current accounting for purchased credit impaired loans and debt securities.
 
January 1, 2020
Early adoption is permitted for fiscal years beginning after December 15, 2018
 
This Update is to be applied using a cumulative-effect adjustment to retained earnings. The CECL model is a significant change from existing GAAP and may result in a material change to our accounting for financial instruments and regulatory capital. We have created a cross-functional steering committee to govern implementation as we continue to review and enhance our business processes, information systems and controls to support recognition and disclosures under this Update including designing and building the models that will be used to calculate the expected credit losses. The impact of this Update will be dependent on the portfolio composition, credit quality and forecasts of economic conditions at the time of adoption.
Extinguishments of Liabilities
 
 
 
 
 
 
ASU 2016-04, Liabilities - Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force)
 
This Update requires entities that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage.
 
January 1, 2018
 
We adopted this Update in the first quarter of 2018. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
Leases
 
 
 
 
 
 
ASU 2016-02, Leases (Topic 842)

ASU 2018-10, Codification Improvements to Topic 842, Leases
ASU 2018-11, Leases (Topic 842), Targeted Improvements

 
These Updates require lessees to put most leases on their Balance Sheets but recognize expenses in the Income Statement similar to current accounting. In addition, the Update changes the guidance for sale-leaseback transactions, initial direct costs and lease executory costs for most entities. All entities will classify leases to determine how to recognize lease related revenue and expense.
 
January 1, 2019
Early adoption is permitted.
 
These Updates are to be applied using a modified retrospective application including a number of optional practical expedients. We are in the process of classifying our existing lease portfolios, implementing a software solution, and assessing the potential impact to our Consolidated Financial Statements. We do not believe this update will materially impact our consolidated net income.

13

Table of Contents     

Standard
 
Description
 
Required Date of Adoption
 
Financial Statements Impact
Financial Instruments – Recognition and Measurement
 
 
 
 
ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
 
This Update amends the presentation and accounting for certain financial instruments, including liabilities measured at fair value under the FVO, and equity investments. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost.
 
January 1, 2018
 
We adopted this Update in the first quarter of 2018 by a cumulative-effect adjustment. The adoption of this Update did not have a material effect on our Consolidated Financial Statements. During the first quarter of 2018, we transferred marketable equity securities totaling $1.1 million from securities AFS to other assets.
Revenue Recognition
 
 
 
 
 
 
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
 
This Update modifies the guidance used to recognize revenue from contracts with customers for transfers of goods and services and transfers of nonfinancial assets, unless those contracts are within the scope of other guidance. The guidance also requires new qualitative and quantitative disclosures about contract balances and performance obligations.
 
January 1, 2018
 
We adopted this Update in the first quarter of 2018 under the modified retrospective method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.

NOTE 3.    MERGERS AND ACQUISITIONS
Yadkin Financial Corporation
On March 11, 2017, we completed our acquisition of YDKN, a bank holding company based in Raleigh, North Carolina. YDKN’s banking affiliate, Yadkin Bank, was merged into FNBPA on March 11, 2017. YDKN’s results of operations have been included in our Consolidated Statements of Income since that date. The acquisition enabled us to enter several North Carolina markets, including Raleigh, Charlotte and the Piedmont Triad, which is comprised of Winston-Salem, Greensboro and High Point. We also completed the core systems conversion activities during the first quarter of 2017.
On the acquisition date, the fair values of YDKN included $6.8 billion in assets, of which there was $5.1 billion in loans, and $5.2 billion in deposits. The acquisition was valued at $1.8 billion based on the acquisition date FNB common stock closing price of $15.97 and resulted in FNB issuing 111,619,622 shares of our common stock in exchange for 51,677,565 shares of YDKN common stock. Under the terms of the merger agreement, shareholders of YDKN received 2.16 shares of FNB common stock for each share of YDKN common stock and cash in lieu of fractional shares. YDKN’s fully vested and outstanding stock options were converted into options to purchase and receive FNB common stock. In conjunction with the acquisition, we assumed a warrant that was issued by YDKN to the UST under the Capital Purchase Program. Based on the exchange ratio, this warrant, which expires in 2019, was converted into a warrant to purchase up to 207,320 shares of FNB common stock with an exercise price of $9.63.
The acquisition of YDKN constituted a business combination and has been accounted for using the acquisition method of accounting, and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and may require adjustments, which can be updated for up to a year following the acquisition. Any adjustments to fair values and related adjustments to goodwill were recorded within the 12-month period.


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NOTE 4.    SECURITIES
The amortized cost and fair value of securities are as follows:
TABLE 4.1
 
(in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
 Value
Securities Available for Sale:
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
U.S. government agencies
$
163,752

 
$
36

 
$
(788
)
 
$
163,000

U.S. government-sponsored entities
362,967

 

 
(6,700
)
 
356,267

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,540,049

 
356

 
(56,585
)
 
1,483,820

Agency collateralized mortgage obligations
1,083,989

 

 
(37,508
)
 
1,046,481

Commercial mortgage-backed securities
228,957

 

 
(2,182
)
 
226,775

States of the U.S. and political subdivisions
20,782

 

 
(101
)
 
20,681

Other debt securities
1,950

 

 
(80
)
 
1,870

Total debt securities available for sale
$
3,402,446

 
$
392

 
$
(103,944
)
 
$
3,298,894

December 31, 2017
 
 
 
 
 
 
 
U.S. government-sponsored entities
$
347,767

 
$
52

 
$
(3,877
)
 
$
343,942

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,615,168

 
1,225

 
(17,519
)
 
1,598,874

Agency collateralized mortgage obligations
813,034

 

 
(18,077
)
 
794,957

Non-agency collateralized mortgage obligations
1

 

 

 
1

States of the U.S. and political subdivisions
21,151

 
6

 
(64
)
 
21,093

Other debt securities
4,913

 

 
(243
)
 
4,670

Total debt securities
2,802,034

 
1,283

 
(39,780
)
 
2,763,537

Equity securities
587

 
438

 

 
1,025

Total securities available for sale
$
2,802,621

 
$
1,721

 
$
(39,780
)
 
$
2,764,562


15

Table of Contents     

(in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
 Value
Debt Securities Held to Maturity:
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
U.S. Treasury
$
500

 
$
95

 
$

 
$
595

U.S. government agencies
1,987

 
58

 

 
2,045

U.S. government-sponsored entities
230,011

 

 
(6,170
)
 
223,841

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,078,270

 
225

 
(40,969
)
 
1,037,526

Agency collateralized mortgage obligations
797,940

 
219

 
(37,797
)
 
760,362

Commercial mortgage-backed securities
76,818

 
1

 
(1,864
)
 
74,955

States of the U.S. and political subdivisions
1,020,819

 

 
(87,196
)
 
933,623

Total debt securities held to maturity
$
3,206,345

 
$
598

 
$
(173,996
)
 
$
3,032,947

December 31, 2017
 
 
 
 
 
 
 
U.S. Treasury
$
500

 
$
134

 
$

 
$
634

U.S. government-sponsored entities
247,310

 
93

 
(4,388
)
 
243,015

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,219,802

 
3,475

 
(9,058
)
 
1,214,219

Agency collateralized mortgage obligations
777,146

 
32

 
(20,095
)
 
757,083

Commercial mortgage-backed securities
80,786

 
414

 
(575
)
 
80,625

States of the U.S. and political subdivisions
916,724

 
13,209

 
(7,130
)
 
922,803

Total debt securities held to maturity
$
3,242,268

 
$
17,357

 
$
(41,246
)
 
$
3,218,379


Gross gains and gross losses were realized on securities as follows:
TABLE 4.2
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Gross gains
$

 
$
2,834

 
$
31

 
$
6,845

Gross losses

 
(57
)
 

 
(950
)
Net gains
$

 
$
2,777

 
$
31

 
$
5,895












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Table of Contents     

As of September 30, 2018, the amortized cost and fair value of debt securities, by contractual maturities, were as follows:
TABLE 4.3
 
Available for Sale
 
Held to Maturity
(in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in one year or less
$
121,270

 
$
120,729

 
$
40,450

 
$
40,308

Due from one to five years
258,824

 
252,577

 
202,164

 
195,882

Due from five to ten years
57,811

 
57,603

 
109,606

 
105,281

Due after ten years
111,546

 
110,909

 
901,097

 
818,633

 
549,451

 
541,818

 
1,253,317

 
1,160,104

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,540,049

 
1,483,820

 
1,078,270

 
1,037,526

Agency collateralized mortgage obligations
1,083,989

 
1,046,481

 
797,940

 
760,362

Commercial mortgage-backed securities
228,957

 
226,775

 
76,818

 
74,955

Total debt securities
$
3,402,446

 
$
3,298,894

 
$
3,206,345

 
$
3,032,947

Maturities may differ from contractual terms because borrowers may have the right to call or prepay obligations with or without penalties. Periodic payments are received on residential mortgage-backed securities based on the payment patterns of the underlying collateral.
Following is information relating to securities pledged:
TABLE 4.4
(dollars in thousands)
September 30,
2018
 
December 31,
2017
Securities pledged (carrying value):
 
 
 
To secure public deposits, trust deposits and for other purposes as required by law
$
3,912,575

 
$
3,491,634

As collateral for short-term borrowings
282,682

 
263,756

Securities pledged as a percent of total securities
64.5
%
 
62.5
%






















17

Table of Contents     

Following are summaries of the fair values and unrealized losses of temporarily impaired debt securities, segregated by length of impairment. The unrealized losses reported below are generally due to the higher interest rate environment.

TABLE 4.5
 
Less than 12 Months
 
12 Months or More
 
Total
(dollars in thousands)
#
 
Fair
 Value
 
Unrealized
Losses
 
#
 
Fair
 Value
 
Unrealized
Losses
 
#
 
Fair
 Value
 
Unrealized
Losses
Debt Securities Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agencies
18

 
$
137,530

 
$
(788
)
 

 
$

 
$

 
18

 
$
137,530

 
$
(788
)
U.S. government-sponsored entities
6

 
136,678

 
(1,292
)
 
11

 
219,589

 
(5,408
)
 
17

 
356,267

 
(6,700
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
40

 
666,851

 
(20,289
)
 
48

 
807,826

 
(36,296
)
 
88

 
1,474,677

 
(56,585
)
Agency collateralized mortgage obligations
17

 
568,169

 
(11,501
)
 
39

 
448,336

 
(26,007
)
 
56

 
1,016,505

 
(37,508
)
Commercial mortgage-backed securities
6

 
226,775

 
(2,182
)
 

 

 

 
6

 
226,775

 
(2,182
)
States of the U.S. and political subdivisions
7

 
11,672

 
(80
)
 
2

 
2,028

 
(21
)
 
9

 
13,700

 
(101
)
Other debt securities

 

 

 
1

 
1,870

 
(80
)
 
1

 
1,870

 
(80
)
Total temporarily impaired debt securities AFS
94

 
$
1,747,675

 
$
(36,132
)
 
101

 
$
1,479,649

 
$
(67,812
)
 
195

 
$
3,227,324

 
$
(103,944
)
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
7

 
$
106,809

 
$
(363
)
 
10

 
$
201,485

 
$
(3,514
)
 
17

 
$
308,294

 
$
(3,877
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
43

 
976,738

 
(7,723
)
 
28

 
473,625

 
(9,796
)
 
71

 
1,450,363

 
(17,519
)
Agency collateralized mortgage obligations
14

 
409,005

 
(6,231
)
 
33

 
335,452

 
(11,846
)
 
47

 
744,457

 
(18,077
)
States of the U.S. and political subdivisions
7

 
11,254

 
(55
)
 
1

 
879

 
(9
)
 
8

 
12,133

 
(64
)
Other debt securities

 

 

 
3

 
4,670

 
(243
)
 
3

 
4,670

 
(243
)
Total temporarily impaired debt securities AFS
71

 
$
1,503,806

 
$
(14,372
)
 
75

 
$
1,016,111

 
$
(25,408
)
 
146

 
$
2,519,917

 
$
(39,780
)

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Table of Contents     

 
Less than 12 Months
 
12 Months or More
 
Total
(dollars in thousands)
#
 
Fair
 Value
 
Unrealized
Losses
 
#
 
Fair
 Value
 
Unrealized
Losses
 
#
 
Fair
 Value
 
Unrealized
Losses
Debt Securities Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
3

 
$
39,696

 
$
(315
)
 
10

 
$
184,145

 
$
(5,855
)
 
13

 
$
223,841

 
$
(6,170
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
66

 
609,169

 
(20,754
)
 
29

 
417,024

 
(20,215
)
 
95

 
1,026,193

 
(40,969
)
Agency collateralized mortgage obligations
15

 
307,031

 
(9,673
)
 
38

 
416,467

 
(28,124
)
 
53

 
723,498

 
(37,797
)
Commercial mortgage-backed securities
7

 
52,471

 
(1,184
)
 
4

 
21,371

 
(680
)
 
11

 
73,842

 
(1,864
)
States of the U.S. and political subdivisions
278

 
810,893

 
(60,672
)
 
42

 
122,730

 
(26,524
)
 
320

 
933,623

 
(87,196
)
Total temporarily impaired debt securities HTM
369

 
$
1,819,260

 
$
(92,598
)
 
123

 
$
1,161,737

 
$
(81,398
)
 
492

 
$
2,980,997

 
$
(173,996
)
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
4

 
$
54,790

 
$
(239
)
 
10

 
$
185,851

 
$
(4,149
)
 
14

 
$
240,641

 
$
(4,388
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
36

 
648,485

 
(4,855
)
 
11

 
183,989

 
(4,203
)
 
47

 
832,474

 
(9,058
)
Agency collateralized mortgage obligations
14

 
275,290

 
(1,701
)
 
35

 
473,257

 
(18,394
)
 
49

 
748,547

 
(20,095
)
Commercial mortgage-backed securities
3

 
26,399

 
(123
)
 
2

 
19,443

 
(452
)
 
5

 
45,842

 
(575
)
States of the U.S. and political subdivisions
16

 
56,739

 
(933
)
 
37

 
121,536

 
(6,197
)
 
53

 
178,275

 
(7,130
)
Total temporarily impaired debt securities HTM
73

 
$
1,061,703

 
$
(7,851
)
 
95

 
$
984,076

 
$
(33,395
)
 
168

 
$
2,045,779

 
$
(41,246
)
We do not intend to sell the debt securities and it is not more likely than not that we will be required to sell the securities before recovery of their amortized cost basis.
Other-Than-Temporary Impairment
We evaluate our investment securities portfolio for OTTI on a quarterly basis. Impairment is assessed at the individual security level. We consider an investment security impaired if the fair value of the security is less than its cost or amortized cost basis. We did not recognize any OTTI losses on securities for the nine months ended September 30, 2018 or 2017.
States of the U.S. and Political Subdivisions
Our municipal bond portfolio with a carrying amount of $1.0 billion as of September 30, 2018 is highly rated with an average entity-specific rating of AA and 100% of the portfolio rated A or better, while 99% have stand-alone ratings of A or better. All of the securities in the municipal portfolio except one are general obligation bonds. Geographically, municipal bonds support our primary footprint as 65% of the securities are from municipalities located throughout Pennsylvania, Ohio, Maryland, North Carolina and South Carolina. The average holding size of the securities in the municipal bond portfolio is $3.1 million. In addition to the strong stand-alone ratings, 64% of the municipalities have some formal credit enhancement insurance that strengthens the creditworthiness of their issue. Management reviews the credit profile of each issuer on a quarterly basis.


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Table of Contents     

NOTE 5.    LOANS AND LEASES
Following is a summary of loans and leases, net of unearned income:
TABLE 5.1
(in thousands)
Originated
Loans and
Leases
 
Acquired
Loans
 
Total
Loans and
Leases
September 30, 2018
 
 
 
 
 
Commercial real estate
$
5,978,629

 
$
2,867,111

 
$
8,845,740

Commercial and industrial
3,892,822

 
470,635

 
4,363,457

Commercial leases
346,579

 

 
346,579

Other
34,732

 

 
34,732

Total commercial loans and leases
10,252,762

 
3,337,746

 
13,590,508

Direct installment
1,670,964

 
107,159

 
1,778,123

Residential mortgages
2,457,380

 
527,282

 
2,984,662

Indirect installment
1,880,487

 
162

 
1,880,649

Consumer lines of credit
1,116,376

 
489,085

 
1,605,461

Total consumer loans
7,125,207

 
1,123,688

 
8,248,895

Total loans and leases, net of unearned income
$
17,377,969

 
$
4,461,434

 
$
21,839,403

December 31, 2017
 
 
 
 
 
Commercial real estate
$
5,174,783

 
$
3,567,081

 
$
8,741,864

Commercial and industrial
3,495,247

 
675,420

 
4,170,667

Commercial leases
266,720

 

 
266,720

Other
17,063

 

 
17,063

Total commercial loans and leases
8,953,813

 
4,242,501

 
13,196,314

Direct installment
1,755,713

 
149,822

 
1,905,535

Residential mortgages
2,036,226

 
666,465

 
2,702,691

Indirect installment
1,448,268

 
165

 
1,448,433

Consumer lines of credit
1,151,470

 
594,323

 
1,745,793

Total consumer loans
6,391,677

 
1,410,775

 
7,802,452

Total loans and leases, net of unearned income
$
15,345,490

 
$
5,653,276

 
$
20,998,766

The loans and leases portfolio categories are comprised of the following:
Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties;
Commercial and industrial includes loans to businesses that are not secured by real estate;
Commercial leases consist of leases for new or used equipment;
Other is comprised primarily of credit cards and mezzanine loans;
Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans;
Residential mortgages consist of conventional and jumbo mortgage loans for 1-4 family properties;
Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans; and

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Table of Contents     

Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity.
The loans and leases portfolio consists principally of loans to individuals and small- and medium-sized businesses within our primary market areas of Pennsylvania, eastern Ohio, Maryland, North Carolina, South Carolina and northern West Virginia.
The following table shows certain information relating to commercial real estate loans:
TABLE 5.2
(dollars in thousands)
September 30,
2018
 
December 31,
2017
Commercial construction, acquisition and development loans
$
1,146,612

 
$
1,170,175

Percent of total loans and leases
5.3
%
 
5.6
%
Commercial real estate:
 
 
 
Percent owner-occupied
34.7
%
 
35.3
%
Percent non-owner-occupied
65.3
%
 
64.7
%
Acquired Loans
All acquired loans were initially recorded at fair value at the acquisition date. Refer to the Acquired Loans section in Note 1 of our 2017 Annual Report on Form 10-K for a discussion of ASC 310-20 and ASC 310-30 loans. The outstanding balance and the carrying amount of acquired loans included in the Consolidated Balance Sheets are as follows:
TABLE 5.3
(in thousands)
September 30,
2018
 
December 31,
2017
Accounted for under ASC 310-30:
 
 
 
Outstanding balance
$
4,110,019

 
$
5,176,015

Carrying amount
3,830,823

 
4,834,256

Accounted for under ASC 310-20:
 
 
 
Outstanding balance
644,077

 
835,130

Carrying amount
626,041

 
812,322

Total acquired loans:
 
 
 
Outstanding balance
4,754,096

 
6,011,145

Carrying amount
4,456,864

 
5,646,578

The outstanding balance is the undiscounted sum of all amounts owed under the loan, including amounts deemed principal, interest, fees, penalties and other, whether or not currently due and whether or not any such amounts have been written or charged-off.
The carrying amount of purchased credit impaired loans included in the table above totaled $1.7 million at September 30, 2018 and $1.9 million at December 31, 2017, representing 0.04% and 0.03%, respectively, of the carrying amount of total acquired loans as of each date.

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Table of Contents     

The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table.
TABLE 5.4
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
Balance at beginning of period
$
708,481

 
$
467,070

Acquisitions

 
444,715

Reduction due to unexpected early payoffs
(117,469
)
 
(90,097
)
Reclass from non-accretable difference
184,545

 
163,714

Disposals/transfers
(444
)
 
(341
)
Other
(412
)
 
1,129

Accretion
(169,605
)
 
(164,219
)
Balance at end of period
$
605,096

 
$
821,971

Cash flows expected to be collected on acquired loans are estimated quarterly by incorporating several key assumptions similar to the initial estimate of fair value. These key assumptions include probability of default and the amount of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured. Decreases in expected cash flows are recognized as impairment through a charge to the provision for credit losses and credit to the allowance for credit losses.
The excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield.
The accretable yield is recognized into income over the remaining life of the loan, or pool of loans, using an effective yield
method, if the timing and/or amount of cash flows expected to be collected can be reasonably estimated (the accretion model).
If the timing and/or amount of cash flows expected to be collected cannot be reasonably estimated, the cost recovery method of
income recognition must be used. The difference between the loan’s total scheduled principal and interest payments over all
cash flows expected at acquisition is referred to as the non-accretable difference. The non-accretable difference represents
contractually required principal and interest payments which we do not expect to collect.
During the nine months ended September 30, 2018, there was an overall improvement in cash flow expectations which resulted in a net reclassification of $184.5 million from the non-accretable difference to accretable yield. This reclassification was $163.7 million for the nine months ended September 30, 2017. The reclassification from the non-accretable difference to the accretable yield results in prospective yield adjustments on the loan pools and was also positively impacted by the sale of $56.5 million of acquired residential mortgage loans in the second quarter of 2018.
Credit Quality
Management monitors the credit quality of our loan portfolio using several performance measures to do so based on payment activity and borrower performance.
Non-performing loans include non-accrual loans and non-performing TDRs. Past due loans are reviewed on a monthly basis to identify loans for non-accrual status. We place originated loans on non-accrual status and discontinue interest accruals on originated loans generally when principal or interest is due and has remained unpaid for a certain number of days or when the full amount of principal and interest is due and has remained unpaid for a certain number of days, unless the loan is both well secured and in the process of collection. Commercial loans and leases are placed on non-accrual at 90 days, installment loans are placed on non-accrual at 120 days and residential mortgages and consumer lines of credit are generally placed on non-accrual at 180 days, though we may place a loan on non-accrual prior to these past due thresholds as warranted. When a loan is placed on non-accrual status, all unpaid accrued interest is reversed. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate ability to collect the remaining principal and interest is reasonably assured. The majority of TDRs are loans in which we have granted a concession on the interest rate or the original repayment terms due to the borrower’s financial distress.

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Table of Contents     

Following is a summary of non-performing assets:
TABLE 5.5
(dollars in thousands)
September 30,
2018
 
December 31,
2017
Non-accrual loans
$
79,899

 
$
74,635

Troubled debt restructurings
22,322

 
23,481

Total non-performing loans
102,221

 
98,116

Other real estate owned
35,685

 
40,606

Total non-performing assets
$
137,906

 
$
138,722

Asset quality ratios:
 
 
 
Non-performing loans / total loans and leases
0.47
%
 
0.47
%
Non-performing loans + OREO / total loans and leases + OREO
0.63
%
 
0.66
%
Non-performing assets / total assets
0.42
%
 
0.44
%
The carrying value of residential other real estate owned held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to $5.4 million at September 30, 2018 and $3.6 million at December 31, 2017. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at September 30, 2018 and December 31, 2017 totaled $9.0 million and $15.2 million, respectively.

23

Table of Contents     

The following tables provide an analysis of the aging of loans by class segregated by loans and leases originated and loans acquired:
TABLE 5.6
(in thousands)
30-89 Days
Past Due
 
> 90 Days
Past Due
and Still
Accruing
 
Non-
Accrual
 
Total
Past Due (4)
 
Current
 
Total
Loans and
Leases
Originated Loans and Leases
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
12,978

 
$
2

 
$
18,243

 
$
31,223

 
$
5,947,406

 
$
5,978,629

Commercial and industrial
7,069

 
3

 
27,323

 
34,395

 
3,858,427

 
3,892,822

Commercial leases
712

 

 
5,526

 
6,238

 
340,341

 
346,579

Other
80

 
141

 
1,000

 
1,221

 
33,511

 
34,732

Total commercial loans and leases
20,839

 
146

 
52,092

 
73,077

 
10,179,685

 
10,252,762

Direct installment
7,779

 
663

 
7,888

 
16,330

 
1,654,634

 
1,670,964

Residential mortgages
19,274

 
1,754

 
6,110

 
27,138

 
2,430,242

 
2,457,380

Indirect installment
8,889

 
505

 
2,263

 
11,657

 
1,868,830

 
1,880,487

Consumer lines of credit
5,039

 
904

 
3,583

 
9,526

 
1,106,850

 
1,116,376

Total consumer loans
40,981

 
3,826

 
19,844

 
64,651

 
7,060,556

 
7,125,207

Total originated loans and leases
$
61,820

 
$
3,972

 
$
71,936

 
$
137,728

 
$
17,240,241

 
$
17,377,969

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
8,273

 
$
1

 
$
24,773

 
$
33,047

 
$
5,141,736

 
$
5,174,783

Commercial and industrial
8,948

 
3

 
17,077

 
26,028

 
3,469,219

 
3,495,247

Commercial leases
1,382

 
41

 
1,574

 
2,997

 
263,723

 
266,720

Other
83

 
153

 
1,000

 
1,236

 
15,827

 
17,063

Total commercial loans and leases
18,686

 
198

 
44,424

 
63,308

 
8,890,505

 
8,953,813

Direct installment
13,192

 
4,466

 
8,896

 
26,554

 
1,729,159

 
1,755,713

Residential mortgages
14,096

 
2,832

 
5,771

 
22,699

 
2,013,527

 
2,036,226

Indirect installment
10,313

 
611

 
2,240

 
13,164

 
1,435,104

 
1,448,268

Consumer lines of credit
5,859

 
1,014

 
2,313

 
9,186

 
1,142,284

 
1,151,470

Total consumer loans
43,460

 
8,923

 
19,220

 
71,603

 
6,320,074

 
6,391,677

Total originated loans and leases
$
62,146

 
$
9,121

 
$
63,644

 
$
134,911

 
$
15,210,579

 
$
15,345,490



24

Table of Contents     

(in thousands)
30-89
Days
Past Due
 
> 90 Days
Past Due
and Still
Accruing
 
Non-
Accrual
 
Total
Past Due
(1) (2) (3)
 
Current
 
(Discount) Premium
 
Total
Loans
Acquired Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
33,024

 
$
48,044

 
$
3,030

 
$
84,098

 
$
2,956,931

 
$
(173,918
)
 
$
2,867,111

Commercial and industrial
1,704

 
2,801

 
4,252

 
8,757

 
492,430

 
(30,552
)
 
470,635

Total commercial loans
34,728

 
50,845

 
7,282

 
92,855

 
3,449,361

 
(204,470
)
 
3,337,746

Direct installment
4,168

 
1,798

 

 
5,966

 
101,669

 
(476
)
 
107,159

Residential mortgages
15,237

 
6,428

 

 
21,665

 
522,844

 
(17,227
)
 
527,282

Indirect installment

 
1

 

 
1

 

 
161

 
162

Consumer lines of credit
6,699

 
2,244

 
681

 
9,624

 
490,358

 
(10,897
)
 
489,085

Total consumer loans
26,104

 
10,471

 
681

 
37,256

 
1,114,871

 
(28,439
)
 
1,123,688

Total acquired loans
$
60,832

 
$
61,316

 
$
7,963

 
$
130,111

 
$
4,564,232

 
$
(232,909
)
 
$
4,461,434

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
34,928

 
$
63,092

 
$
3,975

 
$
101,995

 
$
3,657,152

 
$
(192,066
)
 
$
3,567,081

Commercial and industrial
3,187

 
6,452

 
5,663

 
15,302

 
698,265

 
(38,147
)
 
675,420

Total commercial loans
38,115

 
69,544

 
9,638

 
117,297

 
4,355,417

 
(230,213
)
 
4,242,501

Direct installment
5,267

 
2,013

 

 
7,280

 
141,386

 
1,156

 
149,822

Residential mortgages
17,191

 
15,139

 

 
32,330

 
675,499

 
(41,364
)
 
666,465

Indirect installment

 
1

 

 
1

 
10

 
154

 
165

Consumer lines of credit
6,353

 
3,253

 
1,353

 
10,959

 
596,298

 
(12,934
)
 
594,323

Total consumer loans
28,811

 
20,406

 
1,353

 
50,570

 
1,413,193

 
(52,988
)
 
1,410,775

Total acquired loans
$
66,926

 
$
89,950

 
$
10,991

 
$
167,867

 
$
5,768,610

 
$
(283,201
)
 
$
5,653,276


(1)
Past due information for acquired loans is based on the contractual balance outstanding at September 30, 2018 and December 31, 2017.
(2)
Acquired loans are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of expected cash flows on such loans. In these instances, we do not consider acquired contractually delinquent loans to be non-accrual or non-performing and continue to recognize interest income on these loans using the accretion method. Acquired loans are considered non-accrual or non-performing when, due to credit deterioration or other factors, we determine we are no longer able to reasonably estimate the timing and amount of expected cash flows on such loans. We do not recognize interest income on acquired loans considered non-accrual or non-performing.
(3)
Approximately $28.5 million of acquired past-due or non-accrual loans were sold during the second quarter of 2018.
(4)
Approximately $14.7 million of originated past-due or non-accrual loans were sold during the second quarter of 2018.

25

Table of Contents     

We utilize the following categories to monitor credit quality within our commercial loan and lease portfolio:
TABLE 5.7
Rating
Category
Definition
Pass
in general, the condition of the borrower and the performance of the loan is satisfactory or better
 
 
Special Mention
in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring
 
 
Substandard
in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected
 
 
Doubtful
in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable
The use of these internally assigned credit quality categories within the commercial loan and lease portfolio permits management’s use of transition matrices to estimate a quantitative portion of credit risk. Our internal credit risk grading system is based on past experiences with similarly graded loans and leases and conforms with regulatory categories. In general, loan and lease risk ratings within each category are reviewed on an ongoing basis according to our policy for each class of loans and leases. Each quarter, management analyzes the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease portfolio. Loans and leases within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans and leases that migrate toward the Substandard or Doubtful credit categories. Accordingly, management applies higher risk factors to Substandard and Doubtful credit categories.

















26

Table of Contents     

The following tables present a summary of our commercial loans and leases by credit quality category, segregated by loans and leases originated and loans acquired:
TABLE 5.8
 
Commercial Loan and Lease Credit Quality Categories
(in thousands)
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Total
Originated Loans and Leases
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
Commercial real estate
$
5,716,992

 
$
144,800

 
$
116,793

 
$
44

 
$
5,978,629

Commercial and industrial
3,626,199

 
187,032

 
74,879

 
4,712

 
3,892,822

Commercial leases
335,439

 
1,623

 
9,517

 

 
346,579

Other
33,481

 
110

 
1,141

 

 
34,732

Total originated commercial loans and leases
$
9,712,111

 
$
333,565

 
$
202,330

 
$
4,756

 
$
10,252,762

December 31, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
4,922,872

 
$
152,744

 
$
98,728

 
$
439

 
$
5,174,783

Commercial and industrial
3,266,966

 
132,975

 
92,091

 
3,215

 
3,495,247

Commercial leases
260,235

 
4,425

 
2,060

 

 
266,720

Other
15,866

 
43

 
1,154

 

 
17,063

Total originated commercial loans and leases
$
8,465,939

 
$
290,187

 
$
194,033

 
$
3,654

 
$
8,953,813

Acquired Loans
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
Commercial real estate
$
2,481,679

 
$
181,813

 
$
203,448

 
$
171

 
$
2,867,111

Commercial and industrial
408,326

 
20,605

 
41,704

 

 
470,635

Total acquired commercial loans
$
2,890,005

 
$
202,418

 
$
245,152

 
$
171

 
$
3,337,746

December 31, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
3,102,788

 
$
250,987

 
$
213,089

 
$
217

 
$
3,567,081

Commercial and industrial
603,611

 
26,059

 
45,661

 
89

 
675,420

Total acquired commercial loans
$
3,706,399

 
$
277,046

 
$
258,750

 
$
306

 
$
4,242,501

Credit quality information for acquired loans is based on the contractual balance outstanding at September 30, 2018 and December 31, 2017.
We use delinquency transition matrices within the consumer and other loan classes to enable management to estimate a quantitative portion of credit risk. Each month, management analyzes payment and volume activity, Fair Isaac Corporation (FICO) scores and other external factors such as unemployment, to determine how consumer loans are performing.

27

Table of Contents     

Following is a table showing consumer loans by payment status:
TABLE 5.9
 
Consumer Loan Credit Quality
by Payment Status
(in thousands)
Performing
 
Non-
Performing
 
Total
Originated loans
 
 
 
 
 
September 30, 2018
 
 
 
 
 
Direct installment
$
1,656,375

 
$
14,589

 
$
1,670,964

Residential mortgages
2,441,374

 
16,006

 
2,457,380

Indirect installment
1,878,224

 
2,263

 
1,880,487

Consumer lines of credit
1,111,004

 
5,372

 
1,116,376

Total originated consumer loans
$
7,086,977

 
$
38,230

 
$
7,125,207

December 31, 2017
 
 
 
 
 
Direct installment
$
1,739,060

 
$
16,653

 
$
1,755,713

Residential mortgages
2,019,816

 
16,410

 
2,036,226

Indirect installment
1,445,833

 
2,435

 
1,448,268

Consumer lines of credit
1,147,576

 
3,894

 
1,151,470

Total originated consumer loans
$
6,352,285

 
$
39,392

 
$
6,391,677

Acquired loans
 
 
 
 
 
September 30, 2018
 
 
 
 
 
Direct installment
$
107,091

 
$
68

 
$
107,159

Residential mortgages
527,282

 

 
527,282

Indirect installment
162

 

 
162

Consumer lines of credit
487,823

 
1,262

 
489,085

Total acquired consumer loans
$
1,122,358

 
$
1,330

 
$
1,123,688

December 31, 2017
 
 
 
 
 
Direct installment
$
149,751

 
$
71

 
$
149,822

Residential mortgages
666,465

 

 
666,465

Indirect installment
165

 

 
165

Consumer lines of credit
592,384

 
1,939

 
594,323

Total acquired consumer loans
$
1,408,765

 
$
2,010

 
$
1,410,775

Loans are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan and lease contract is doubtful. Typically, we do not consider loans for impairment unless a sustained period of delinquency (i.e., 90-plus days) is noted or there are subsequent events that impact repayment probability (i.e., negative financial trends, bankruptcy filings, imminent foreclosure proceedings, etc.). Effective July 1, 2018, we changed our threshold for measuring impairment on a collective basis.  Impairment is evaluated in the aggregate for newly impaired commercial loan relationships less than $1.0 million based on loan segment loss given default. Impairment is evaluated in the aggregate for consumer installment loans, residential mortgages, consumer lines of credit and commercial loan relationships less than $1.0 million based on loan segment loss given default. For commercial loan relationships greater than or equal to $1.0 million, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using a market interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Consistent with our existing method of income recognition for loans, interest income on impaired loans, except those classified as non-accrual, is recognized using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

28

Table of Contents     

Following is a summary of information pertaining to originated loans and leases considered to be impaired, by class of loan and lease:
TABLE 5.10
(in thousands)
Unpaid
Contractual
Principal
Balance
 
Recorded
Investment
With No
Specific
Reserve
 
Recorded
Investment
With
Specific
Reserve
 
Total
Recorded
Investment
 
Specific
Reserve
 
Average
Recorded
Investment
At or for the Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
20,051

 
$
17,576

 
$
635

 
$
18,211

 
$
44

 
$
16,360

Commercial and industrial
31,219

 
19,533

 
8,272

 
27,805

 
4,712

 
27,096

Commercial leases
5,526

 
5,526

 

 
5,526

 

 
3,372

Total commercial loans and leases
56,796

 
42,635

 
8,907

 
51,542

 
4,756

 
46,828

Direct installment
17,554

 
14,589

 

 
14,589

 

 
15,191

Residential mortgages
17,316

 
16,006

 

 
16,006

 

 
16,887

Indirect installment
4,576

 
2,263

 

 
2,263

 

 
2,208

Consumer lines of credit
7,330

 
5,372

 

 
5,372

 

 
5,172

Total consumer loans
46,776

 
38,230

 

 
38,230

 

 
39,458

Total
$
103,572

 
$
80,865

 
$
8,907

 
$
89,772

 
$
4,756

 
$
86,286

At or for the Year Ended
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
27,718

 
$
21,748

 
$
2,906

 
$
24,654

 
$
439

 
$
24,413

Commercial and industrial
29,307

 
11,595

 
4,457

 
16,052

 
3,215

 
23,907

Commercial leases
1,574

 
1,574

 

 
1,574

 

 
1,386

Total commercial loans and leases
58,599

 
34,917

 
7,363

 
42,280

 
3,654

 
49,706

Direct installment
19,375

 
16,653

 

 
16,653

 

 
16,852

Residential mortgages
17,754

 
16,410

 

 
16,410

 

 
15,984

Indirect installment
5,709

 
2,435

 

 
2,435

 

 
2,279

Consumer lines of credit
5,039

 
3,894

 

 
3,894

 

 
3,815

Total consumer loans
47,877

 
39,392

 

 
39,392

 

 
38,930

Total
$
106,476

 
$
74,309

 
$
7,363

 
$
81,672

 
$
3,654

 
$
88,636











29

Table of Contents     

Interest income continued to accrue on certain impaired loans and totaled approximately $4.3 million and $3.3 million for the nine months ended September 30, 2018 and 2017, respectively. The above tables do not reflect the additional allowance for credit losses relating to acquired loans. Following is a summary of the allowance for credit losses required for acquired loans due to changes in credit quality subsequent to the acquisition date:
TABLE 5.11
(in thousands)
September 30,
2018
 
December 31,
2017
Commercial real estate
$
2,440

 
$
4,976

Commercial and industrial
639

 
(415
)
Total commercial loans
3,079

 
4,561

Direct installment
967

 
1,553

Residential mortgages
520

 
484

Indirect installment
226

 
177

Consumer lines of credit
(222
)
 
(77
)
Total consumer loans
1,491

 
2,137

Total allowance on acquired loans
$
4,570

 
$
6,698

Troubled Debt Restructurings
TDRs are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. TDRs typically result from loss mitigation activities and could include the extension of a maturity date, interest rate reduction, principal forgiveness, deferral or decrease in payments for a period of time and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral.
Following is a summary of the composition of total TDRs:
TABLE 5.12
(in thousands)
Originated
 
Acquired
 
Total
September 30, 2018
 
 
 
 
 
Accruing:
 
 
 
 
 
Performing
$
16,963

 
$
67

 
$
17,030

Non-performing
19,060

 
3,262

 
22,322

Non-accrual
8,621

 
91

 
8,712

Total TDRs
$
44,644

 
$
3,420

 
$
48,064

December 31, 2017
 
 
 
 
 
Accruing:
 
 
 
 
 
Performing
$
19,538

 
$
266

 
$
19,804

Non-performing
20,173

 
3,308

 
23,481

Non-accrual
10,472

 
234

 
10,706

Total TDRs
$
50,183

 
$
3,808

 
$
53,991

TDRs that are accruing and performing include loans that met the criteria for non-accrual of interest prior to restructuring for which we can reasonably estimate the timing and amount of the expected cash flows on such loans and for which we expect to fully collect the new carrying value of the loans. During the nine months ended September 30, 2018, we returned to performing status $3.0 million in restructured residential mortgage loans that have consistently met their modified obligations for more than six months. TDRs that are accruing and non-performing are comprised of consumer loans that have not demonstrated a consistent repayment pattern on the modified terms for more than six months, however it is expected that we will collect all future principal and interest payments. TDRs that are on non-accrual are not placed on accruing status until all delinquent

30

Table of Contents     

principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably assured. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and may result in potential incremental losses which are factored into the allowance for credit losses.
Excluding purchased impaired loans, commercial loans over $1.0 million whose terms have been modified in a TDR are generally placed on non-accrual, individually analyzed and measured for estimated impairment based on the fair value of the underlying collateral. Our allowance for credit losses included specific reserves for commercial TDRs and pooled reserves for individually impaired loans under $1.0 million based on loan segment loss given default. Upon default, the amount of the recorded investment in the TDR in excess of the fair value of the collateral, less estimated selling costs, is generally considered a confirmed loss and is charged-off against the allowance for credit losses. The reserve for commercial TDRs included in the allowance for credit losses is presented in the following table:
TABLE 5.13 
(in thousands)
September 30,
2018
 
December 31,
2017
Specific reserves for commercial TDRs
$

 
$
95

Pooled reserves for individual commercial loans
551

 
469

All other classes of loans, which are primarily secured by residential properties, whose terms have been modified in a TDR are pooled and measured for estimated impairment based on the expected net present value of the estimated future cash flows of the pool. Our allowance for credit losses included pooled reserves for these classes of loans of $4.0 million for September 30, 2018 and $4.0 million for December 31, 2017. Upon default of an individual loan, our charge-off policy is followed accordingly for that class of loan.
Following is a summary of TDR loans, by class:
TABLE 5.14
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
(dollars in thousands)
Number
of
Contracts
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Number
of
Contracts
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
Commercial real estate
3

 
$
507

 
$
494

 
4

 
$
656

 
$
614

Commercial and industrial
1

 
15

 

 
12

 
662

 
633

Total commercial loans
4

 
522

 
494

 
16

 
1,318

 
1,247

Direct installment
15

 
650

 
638

 
65

 
3,215

 
2,941

Residential mortgages
4

 
283

 
279

 
13

 
898

 
854

Indirect installment

 

 

 

 

 

Consumer lines of credit
11

 
540

 
549

 
25

 
1,199

 
1,004

Total consumer loans
30

 
1,473

 
1,466

 
103

 
5,312

 
4,799

Total
34

 
$
1,995

 
$
1,960

 
119

 
$
6,630

 
$
6,046


31

Table of Contents     

 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
(dollars in thousands)
Number
of
Contracts
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
 
Number
of
Contracts
 
Pre-
Modification
Outstanding
Recorded
Investment
 
Post-
Modification
Outstanding
Recorded
Investment
Commercial real estate

 
$

 
$

 
2

 
$
595

 
$
560

Commercial and industrial
1

 
15

 
10

 
3

 
3,568

 
4,169

Total commercial loans
1

 
15

 
10

 
5

 
4,163

 
4,729

Direct installment
141

 
1,037

 
919

 
474

 
4,014

 
3,580

Residential mortgages
14

 
946

 
952

 
30

 
1,539

 
1,446

Indirect installment
3

 
5

 
4

 
12

 
36

 
32

Consumer lines of credit
9

 
77

 
50

 
51

 
1,080

 
901

Total consumer loans
167

 
2,065

 
1,925

 
567

 
6,669

 
5,959

Total
168

 
$
2,080

 
$
1,935

 
572

 
$
10,832

 
$
10,688

The year-to-date items in the above tables have been adjusted for loans that have been paid off and/or sold.
Following is a summary of originated TDRs, by class, for which there was a payment default, excluding loans that were either charged-off or cured by period end. Default occurs when a loan is 90 days or more past due and is within 12 months of restructuring.
TABLE 5.15
 
Three Months Ended
September 30, 2018
 
Nine Months Ended
September 30, 2018
(dollars in thousands)
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Commercial real estate
3

 
$
1,078

 
3

 
$
1,078

Commercial and industrial
2

 
16

 
1

 
9

Total commercial loans
5

 
1,094

 
4

 
1,087

Direct installment
3

 
$
274

 
5

 
$
332

Residential mortgages
2

 
108

 
4

 
224

Indirect installment

 

 

 

Consumer lines of credit

 

 
3

 
252

Total consumer loans
5

 
382

 
12

 
808

Total
10

 
$
1,476

 
16

 
$
1,895



32

Table of Contents     

 
Three Months Ended
September 30, 2017
 
Nine Months Ended
September 30, 2017
(dollars in thousands)
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Commercial real estate
1

 
$
463

 
1

 
$
463

Commercial and industrial

 

 
3

 
326

Total commercial loans
1

 
463

 
4

 
789

Direct installment
39

 
265

 
91

 
278

Residential mortgages
1

 
80

 
4

 
264

Indirect installment
4

 
22

 
12

 
22

Consumer lines of credit
3

 
26

 
4

 
89

Total consumer loans
47

 
393

 
111

 
653

Total
48

 
$
856

 
115

 
$
1,442

The year-to-date items in the above tables have been adjusted for loans that have been paid off and/or sold.

NOTE 6.    ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses addresses credit losses inherent in the existing loan and lease portfolio and is presented as a reserve against loans and leases on the Consolidated Balance Sheets. Loan and lease losses are charged off against the allowance for credit losses, with recoveries of amounts previously charged off credited to the allowance for credit losses. Provisions for credit losses are charged to operations based on management’s periodic evaluation of the appropriate level of the allowance for credit losses. Following is a summary of changes in the allowance for credit losses, by loan and lease class:

33

Table of Contents     

TABLE 6.1
(in thousands)
Balance at
Beginning of
Period
 
Charge-
Offs
 
Recoveries
 
Net
Charge-
Offs
 
Provision
for Credit
Losses
 
Balance at
End of
Period
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
50,587

 
$
(727
)
 
$
567

 
$
(160
)
 
$
4,256

 
$
54,683

Commercial and industrial
53,689

 
(2,432
)
 
373

 
(2,059
)
 
906

 
52,536

Commercial leases
7,039

 
(51
)
 
2

 
(49
)
 
510

 
7,500

Other
1,996

 
(918
)
 
274

 
(644
)
 
726

 
2,078

Total commercial loans and leases
113,311

 
(4,128
)
 
1,216

 
(2,912
)
 
6,398

 
116,797

Direct installment
20,279

 
(9,436
)
 
276

 
(9,160
)
 
2,714

 
13,833

Residential mortgages
15,163

 
(77
)
 
7

 
(70
)
 
2,576

 
17,669

Indirect installment
13,401

 
(2,061
)
 
620

 
(1,441
)
 
2,493

 
14,453

Consumer lines of credit
10,461

 
(832
)
 
258

 
(574
)
 
672

 
10,559

Total consumer loans
59,304

 
(12,406
)
 
1,161

 
(11,245
)
 
8,455

 
56,514

Total allowance on originated loans
and leases
172,615

 
(16,534
)
 
2,377

 
(14,157
)
 
14,853

 
173,311

Purchased credit-impaired loans
624

 

 

 

 

 
624

Other acquired loans
3,335

 
(713
)
 
202

 
(511
)
 
1,122

 
3,946

Total allowance on acquired loans
3,959

 
(713
)
 
202

 
(511
)
 
1,122

 
4,570

Total allowance for credit losses
$
176,574

 
$
(17,247
)
 
$
2,579

 
$
(14,668
)
 
$
15,975

 
$
177,881

Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
50,281

 
$
(5,206
)
 
$
1,669

 
$
(3,537
)
 
$
7,939

 
$
54,683

Commercial and industrial
51,963

 
(14,479
)
 
1,899

 
(12,580
)
 
13,153

 
52,536

Commercial leases
5,646

 
(258
)
 
26

 
(232
)
 
2,086

 
7,500

Other
1,843

 
(3,293
)
 
843

 
(2,450
)
 
2,685

 
2,078

Total commercial loans and leases
109,733

 
(23,236
)
 
4,437

 
(18,799
)
 
25,863

 
116,797

Direct installment
20,936

 
(15,828
)
 
1,179

 
(14,649
)
 
7,546

 
13,833

Residential mortgages
15,507

 
(470
)
 
114

 
(356
)
 
2,518

 
17,669

Indirect installment
11,967

 
(6,688
)
 
2,489

 
(4,199
)
 
6,685

 
14,453

Consumer lines of credit
10,539

 
(2,468
)
 
441

 
(2,027
)
 
2,047

 
10,559

Total consumer loans
58,949

 
(25,454
)
 
4,223

 
(21,231
)
 
18,796

 
56,514

Total allowance on originated loans and leases
168,682

 
(48,690
)
 
8,660

 
(40,030
)
 
44,659

 
173,311

Purchased credit-impaired loans
635

 

 

 

 
(11
)
 
624

Other acquired loans
6,063

 
(5,098
)
 
1,605

 
(3,493
)
 
1,376

 
3,946

Total allowance on acquired loans
6,698

 
(5,098
)
 
1,605

 
(3,493
)
 
1,365

 
4,570

Total allowance for credit losses
$
175,380

 
$
(53,788
)
 
$
10,265

 
$
(43,523
)
 
$
46,024

 
$
177,881



34

Table of Contents     

(in thousands)
Balance at
Beginning of
Period
 
Charge-
Offs
 
Recoveries
 
Net
Charge-
Offs
 
Provision
for Credit
Losses
 
Balance at
End of
Period
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
46,958

 
$
(610
)
 
$
93

 
$
(517
)
 
$
1,682

 
$
48,123

Commercial and industrial
54,108

 
(6,592
)
 
298

 
(6,294
)
 
5,889

 
53,703

Commercial leases
4,122

 
(112
)
 
1

 
(111
)
 
818

 
4,829

Other
1,838

 
(1,386
)
 
298

 
(1,088
)
 
1,018

 
1,768

Total commercial loans and leases
107,026

 
(8,700
)
 
690

 
(8,010
)
 
9,407

 
108,423

Direct installment
20,736

 
(3,247
)
 
402

 
(2,845
)
 
2,786

 
20,677

Residential mortgages
11,252

 
(155
)
 
8

 
(147
)
 
1,630

 
12,735

Indirect installment
10,574

 
(2,468
)
 
861

 
(1,607
)
 
2,380

 
11,347

Consumer lines of credit
9,504

 
(522
)
 
98

 
(424
)
 
972

 
10,052

Total consumer loans
52,066

 
(6,392
)
 
1,369

 
(5,023
)
 
7,768

 
54,811

Total allowance on originated loans
and leases
159,092

 
(15,092
)
 
2,059

 
(13,033
)
 
17,175

 
163,234

Purchased credit-impaired loans
640

 
(21
)
 
34

 
13

 
137

 
790

Other acquired loans
5,967

 
(222
)
 
791

 
569

 
(544
)
 
5,992

Total allowance on acquired loans
6,607

 
(243
)
 
825

 
582

 
(407
)
 
6,782

Total allowance for credit losses
$
165,699

 
$
(15,335
)
 
$
2,884

 
$
(12,451
)
 
$
16,768

 
$
170,016

Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
46,635

 
$
(1,916
)
 
$
959

 
$
(957
)
 
$
2,445

 
$
48,123

Commercial and industrial
47,991

 
(16,791
)
 
955

 
(15,836
)
 
21,548

 
53,703

Commercial leases
3,280

 
(826
)
 
5

 
(821
)
 
2,370

 
4,829

Other
1,392

 
(3,180
)
 
978

 
(2,202
)
 
2,578

 
1,768

Total commercial loans and leases
99,298

 
(22,713
)
 
2,897

 
(19,816
)
 
28,941

 
108,423

Direct installment
21,391

 
(9,366
)
 
1,611

 
(7,755
)
 
7,041

 
20,677

Residential mortgages
10,082

 
(517
)
 
179

 
(338
)
 
2,991

 
12,735

Indirect installment
10,564

 
(6,804
)
 
2,256

 
(4,548
)
 
5,331

 
11,347

Consumer lines of credit
9,456

 
(1,563
)
 
413

 
(1,150
)
 
1,746

 
10,052

Total consumer loans
51,493

 
(18,250
)
 
4,459

 
(13,791
)
 
17,109

 
54,811

Total allowance on originated loans and leases
150,791

 
(40,963
)
 
7,356

 
(33,607
)
 
46,050

 
163,234

Purchased credit-impaired loans
572

 
(22
)
 
34

 
12

 
206

 
790

Other acquired loans
6,696

 
(778
)
 
1,956

 
1,178

 
(1,882
)
 
5,992

Total allowance on acquired loans
7,268

 
(800
)
 
1,990

 
1,190

 
(1,676
)
 
6,782

Total allowance for credit losses
$
158,059

 
$
(41,763
)
 
$
9,346

 
$
(32,417
)
 
$
44,374

 
$
170,016



35

Table of Contents     

Following is a summary of the individual and collective originated allowance for credit losses and corresponding originated loan and lease balances by class:
TABLE 6.2
 
Originated Allowance
 
Originated Loans and Leases Outstanding
(in thousands)
Individually
Evaluated for
Impairment
 
Collectively
Evaluated for
Impairment
 
Loans and
Leases
 
Individually
Evaluated for
Impairment
 
Collectively
Evaluated for
Impairment
September 30, 2018
 
 
 
 
 
 
 
 
 
Commercial real estate
$
44

 
$
54,639

 
$
5,978,629

 
$
11,198

 
$
5,967,431

Commercial and industrial
4,712

 
47,824

 
3,892,822

 
21,690

 
3,871,132

Commercial leases

 
7,500

 
346,579

 

 
346,579

Other

 
2,078

 
34,732

 

 
34,732

Total commercial loans and leases
4,756

 
112,041

 
10,252,762

 
32,888

 
10,219,874

Direct installment

 
13,833

 
1,670,964

 

 
1,670,964

Residential mortgages

 
17,669

 
2,457,380

 

 
2,457,380

Indirect installment

 
14,453

 
1,880,487

 

 
1,880,487

Consumer lines of credit

 
10,559

 
1,116,376

 

 
1,116,376

Total consumer loans

 
56,514

 
7,125,207

 

 
7,125,207

Total
$
4,756

 
$
168,555

 
$
17,377,969

 
$
32,888

 
$
17,345,081

December 31, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
439

 
$
49,842

 
$
5,174,783

 
$
11,114

 
$
5,163,669

Commercial and industrial
3,215

 
48,748

 
3,495,247

 
9,872

 
3,485,375

Commercial leases

 
5,646

 
266,720

 

 
266,720

Other

 
1,843

 
17,063

 

 
17,063

Total commercial loans and leases
3,654

 
106,079

 
8,953,813

 
20,986

 
8,932,827

Direct installment

 
20,936

 
1,755,713

 

 
1,755,713

Residential mortgages

 
15,507

 
2,036,226

 

 
2,036,226

Indirect installment

 
11,967

 
1,448,268

 

 
1,448,268

Consumer lines of credit

 
10,539

 
1,151,470

 

 
1,151,470

Total consumer loans

 
58,949

 
6,391,677

 

 
6,391,677

Total
$
3,654

 
$
165,028

 
$
15,345,490

 
$
20,986

 
$
15,324,504


The above table excludes acquired loans that were pooled into groups of loans for evaluating impairment.

NOTE 7.    LOAN SERVICING
Mortgage Loan Servicing
We retain the servicing rights on certain mortgage loans sold. The unpaid principal balance of mortgage loans serviced for others, as of September 30, 2018 and December 31, 2017, is listed below:
TABLE 7.1
(in thousands)
September 30,
2018
 
December 31, 2017
Mortgage loans sold with servicing retained
$
3,802,891

 
$
3,256,548






36

Table of Contents     

The following table summarizes activity relating to mortgage loans sold with servicing retained:
TABLE 7.2
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Mortgage loans sold with servicing retained
$
295,243

 
$
305,752

 
$
814,256

 
$
1,469,352

Pretax gains resulting from above loan sales (1)
6,116

 
5,865

 
14,938

 
15,136

Mortgage servicing fees (1)
2,316

 
1,902

 
6,713

 
5,512

(1) Recorded in mortgage banking operations.
Following is a summary of the MSR activity:
TABLE 7.3
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
32,970

 
$
24,444

 
$
29,053

 
$
13,521

Fair value of MSRs acquired

 

 

 
8,553

Additions
3,513

 
3,500

 
9,538

 
7,530

Payoffs and curtailments
(526
)
 
(432
)
 
(1,435
)
 
(1,012
)
Impairment charge
(13
)
 

 
(13
)
 

Amortization
(599
)
 
(626
)
 
(1,798
)
 
(1,706
)
Balance at end of period
$
35,345

 
$
26,886

 
$
35,345

 
$
26,886

Fair value, beginning of period
$
38,603

 
$
27,173

 
$
32,419

 
$
17,546

Fair value, end of period
41,715

 
29,004

 
41,715

 
29,004

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSR and as interest rates increase, mortgage loan prepayments decline, which results in an increase in the fair value of the MSR. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different time.

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Following is a summary of the sensitivity of the fair value of MSRs to changes in key assumptions:
TABLE 7.4
(dollars in thousands)
September 30,
2018
 
December 31,
2017
Weighted average life (months)
86.4

 
80.4

Constant prepayment rate (annualized)
9.0
%
 
9.9
%
Discount rate
9.9
%
 
9.9
%
Effect on fair value due to change in interest rates:
 
 
 
+0.25%
$
1,305

 
$
1,737

+0.50%
2,295

 
3,220

-0.25%
(1,666
)
 
(1,937
)
-0.50%
(3,775
)
 
(4,007
)
The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, in this table, the effects of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumptions, while in reality, changes in one factor may result in changing another, which may magnify or contract the effect of the change.
SBA-Guaranteed Loan Servicing
We retain the servicing rights on SBA-guaranteed loans sold to investors. The standard sale structure under the SBA Secondary Participation Guaranty Agreement provides for us to retain a portion of the cash flow from the interest payment received on the loan, which is commonly known as a servicing spread. The unpaid principal balance of SBA-guaranteed loans serviced for investors, as of September 30, 2018 and December 31, 2017, was as follows:
TABLE 7.5
(in thousands)
September 30,
2018
 
December 31,
2017
SBA loans sold to investors with servicing retained
$
283,361

 
$
305,977

The following table summarizes activity relating to SBA loans sold with servicing retained:
TABLE 7.6
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
SBA loans sold with servicing retained
$
10,138

 
$
16,443

 
$
33,651

 
$
42,172

Pretax gains resulting from above loan sales (1)
849

 
964

 
3,121

 
1,780

SBA servicing fees (1)
707

 
702

 
2,156

 
1,444

(1) Recorded in non-interest income.

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Following is a summary of the activity in SBA servicing rights:
TABLE 7.7
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
4,894

 
$
5,284

 
$
5,058

 
$

Fair value of servicing rights acquired

 

 

 
5,399

Additions
113

 
391

 
759

 
655

Impairment (charge) / recovery
(422
)
 
(50
)
 
(651
)
 
(50
)
Amortization
(280
)
 
(342
)
 
(861
)
 
(721
)
Balance at end of period
$
4,305

 
$
5,283

 
$
4,305

 
$
5,283

Fair value, beginning of period
$
4,894

 
$
5,299

 
$
5,058

 
$

Fair value, end of period
4,305

 
5,283

 
4,305

 
5,283

Following is a summary of key assumptions and the sensitivity of the SBA loan servicing rights to changes in these assumptions:
TABLE 7.8
 
September 30, 2018
 
December 31, 2017
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollars in thousands)
Actual
 
10% adverse change
 
20% adverse change
 
1% adverse change
 
2% adverse change
 
Actual
 
10% adverse change
 
20% adverse change
 
1% adverse change
 
2% adverse change
Weighted-average life (months)
54.7

 
 
 
 
 
 
 
 
 
63.5

 
 
 
 
 
 
 
 
Constant prepayment rate (annualized)
11.54
%
 
$
(148
)
 
$
(287
)
 
$

 
$

 
9.29
%
 
$
(145
)
 
$
(284
)
 
$

 
$

Discount rate
19.37

 

 

 
(114
)
 
(221
)
 
14.87

 

 

 
(147
)
 
(286
)
The fair value of the SBA servicing rights is compared to the amortized basis. If the amortized basis exceeds the fair value, the asset is considered impaired and is written down to fair value through a valuation allowance on the asset and a charge against SBA income. We had a $0.9 million valuation allowance for SBA servicing rights as of September 30, 2018.

NOTE 8.    BORROWINGS
Following is a summary of short-term borrowings:
TABLE 8.1
(in thousands)
September 30,
2018
 
December 31,
2017
Securities sold under repurchase agreements
$
265,029

 
$
256,017

Federal Home Loan Bank advances
1,985,000

 
2,285,000

Federal funds purchased
1,315,000

 
1,000,000

Subordinated notes
114,351

 
137,320

Total short-term borrowings
$
3,679,380

 
$
3,678,337

Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount equal to the

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outstanding balance. Of the total short-term FHLB advances, 67.0% and 75.7% had overnight maturities as of September 30, 2018 and December 31, 2017, respectively.
Following is a summary of long-term borrowings:
TABLE 8.2
(in thousands)
September 30,
2018
 
December 31,
2017
Federal Home Loan Bank advances
$
270,036

 
$
310,061

Subordinated notes
87,065

 
87,614

Junior subordinated debt
110,707

 
110,347

Other subordinated debt
159,241

 
160,151

Total long-term borrowings
$
627,049

 
$
668,173

Our banking affiliate has available credit with the FHLB of $7.5 billion, of which $2.3 billion was utilized as of September 30, 2018. These advances are secured by loans collateralized by residential mortgages, home equity lines of credit, commercial real estate and FHLB stock and are scheduled to mature in various amounts periodically through the year 2021. Effective interest rates paid on the long-term advances ranged from 1.39% to 4.19% for the nine months ended September 30, 2018 and 0.95% to 4.19% for the year ended December 31, 2017.
The junior subordinated debt is comprised of the debt securities issued by FNB in relation to our unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated variable interest entities, and is included on the Balance Sheet in long-term borrowings. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our Financial Statements. We record the distributions on the junior subordinated debt issued to the Trusts as interest expense.
The following table provides information relating to the Trusts as of September 30, 2018:
TABLE 8.3
(dollars in thousands)
Trust
Preferred
Securities
 
Common
Securities
 
Junior
Subordinated
Debt
 
Stated
Maturity
Date
 
Interest Rate
 

Rate Reset Factor
F.N.B. Statutory Trust II
$
21,500

 
$
665

 
$
22,165

 
6/15/2036
 
3.98
%
 
LIBOR + 165 basis points (bps)
Omega Financial Capital Trust I
26,000

 
1,114

 
26,502

 
10/18/2034
 
4.55
%
 
LIBOR + 219 bps
Yadkin Valley Statutory Trust I
25,000

 
774

 
21,049

 
12/15/2037
 
3.65
%
 
LIBOR + 132 bps
FNB Financial Services Capital Trust I
25,000

 
774

 
21,972

 
9/30/2035
 
3.80
%
 
LIBOR + 146 bps
American Community Capital Trust II
10,000

 
310

 
10,442

 
12/15/2033
 
5.13
%
 
LIBOR + 280 bps
Crescent Financial Capital Trust I
8,000

 
248

 
8,577

 
10/7/2033
 
5.44
%
 
LIBOR + 310 bps
Total
$
115,500

 
$
3,885

 
$
110,707

 
 
 
 
 
 

NOTE 9.    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate risk, primarily by managing the amount, source, and duration of our assets and liabilities, and through the use of derivative instruments. Derivative instruments are used to reduce the effects that changes in interest rates may have on net income and cash flows. We also use derivative instruments to facilitate transactions on behalf of our customers.
All derivatives are carried on the Consolidated Balance Sheets at fair value and do not take into account the effects of master netting arrangements we have with other financial institutions. Credit risk is included in the determination of the estimated fair value of derivatives. Derivative assets are reported in the Consolidated Balance Sheets in other assets and derivative liabilities

40

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are reported in the Consolidated Balance Sheets in other liabilities. Changes in fair value are recognized in earnings except for certain changes related to derivative instruments designated as part of a cash flow hedging relationship.
The following table presents notional amounts and gross fair values of our derivative assets and derivative liabilities which are not offset in the Balance Sheet.
TABLE 9.1
 
September 30, 2018
 
December 31, 2017
 
Notional
 
Fair Value
 
Notional
 
Fair Value
(in thousands)
Amount
 
Asset
 
Liability
 
Amount
 
Asset
 
Liability
Gross Derivatives
 
 
 
 
 
 
 
 
 
 
 
Subject to master netting arrangements:
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts – designated
$
855,000

 
$

 
$
4,760

 
$
705,000

 
$
228

 
$
1,982

Interest rate swaps – not designated
2,674,906

 
5,353

 
6,147

 
2,245,442

 
1,169

 
11,599

Equity contracts – not designated
1,180

 
23

 

 
1,180

 
51

 

Total subject to master netting arrangements
3,531,086

 
5,376

 
10,907

 
2,951,622

 
1,448

 
13,581

Not subject to master netting arrangements:
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps – not designated
2,674,906

 
12,214

 
64,006

 
2,245,442

 
27,233

 
15,303

Interest rate lock commitments – not designated
67,079

 
772

 
21

 
88,107

 
1,594

 
5

Forward delivery commitments – not designated
90,861

 
362

 
33

 
106,572

 
233

 
148

Credit risk contracts – not designated
201,781

 
23

 
51

 
235,196

 
39

 
109

Equity contracts – not designated
1,180

 

 
23

 
1,180

 

 
51

Total not subject to master netting arrangements
3,035,807

 
13,371

 
64,134

 
2,676,497

 
29,099

 
15,616

Total
$
6,566,893

 
$
18,747

 
$
75,041

 
$
5,628,119

 
$
30,547

 
$
29,197

Beginning in the first quarter of 2017, certain derivative exchanges have enacted a rule change which in effect results in the legal characterization of variation margin payments for certain derivative contracts as settlement of the derivatives mark-to-market exposure and not collateral. This rule change became effective for us in the first quarter of 2017. Accordingly, we have changed our reporting of certain derivatives to record variation margin on trades cleared through exchanges that have adopted the rule change as settled where we had previously recorded cash collateral. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.
Derivatives Designated as Hedging Instruments under GAAP
Interest Rate Contracts. We entered into interest rate derivative agreements to modify the interest rate characteristics of certain commercial loans and seven of our FHLB advances from variable rate to fixed rate in order to reduce the impact of changes in future cash flows due to market interest rate changes. These agreements are designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows). The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings. Any ineffective portion of the gain or loss is reported in earnings immediately.

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Following is a summary of key data related to interest rate contracts:
TABLE 9.2
(in thousands)
September 30,
2018
 
December 31,
2017
Notional amount
$
855,000

 
$
705,000

Fair value included in other assets

 
228

Fair value included in other liabilities
4,760

 
1,982

The following table shows amounts reclassified from accumulated other comprehensive income for the nine months ended September 30, 2018:
TABLE 9.3
(in thousands)
Total
 
Net of Tax
Reclassified from AOCI to interest income
$
(130
)
 
$
(103
)
Reclassified from AOCI to interest expense
(1,693
)
 
(1,337
)
As of September 30, 2018, the maximum length of time over which forecasted interest cash flows are hedged is 5 years. In the twelve months that follow September 30, 2018, we expect to reclassify from the amount currently reported in AOCI net derivative gains of $4.1 million ($3.2 million net of tax), in association with interest on the hedged loans and FHLB advances. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to September 30, 2018.
There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to these cash flow hedges. For the nine months ended September 30, 2018 and 2017, there was no hedge ineffectiveness. Also, during the nine months ended September 30, 2018 and 2017, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transactions would not occur.
Derivatives Not Designated as Hedging Instruments under GAAP
A description of interest rate swaps, interest rate lock commitments, forward delivery commitments and credit risk contracts can be found in Note 14 "Derivative Instruments and Hedging Activities" in the Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018.
Following is a summary of key data related to interest rate swaps:
TABLE 9.4
(in thousands)
September 30,
2018
 
December 31,
2017
Notional amount
$
5,349,812

 
$
4,490,884

Fair value included in other assets
17,567

 
28,402

Fair value included in other liabilities
70,153

 
26,902

The interest rate swap agreement with the loan customer and with the counterparty is reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as other income or other expense.
Risk participation agreements sold with notional amounts totaling $121.7 million as of September 30, 2018 have remaining terms ranging from two months to nine years. Under these agreements, our maximum exposure assuming a customer defaults on their obligation to perform under certain derivative swap contracts with third parties would be $0.1 million at September 30, 2018 and $0.1 million at December 31, 2017. The fair values of risk participation agreements purchased and sold were $0.02

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Table of Contents     

million and $(0.05) million, respectively, at September 30, 2018 and $0.04 million and $(0.1) million, respectively at December 31, 2017.
Counterparty Credit Risk
We are party to master netting arrangements with most of our swap derivative dealer counterparties. Collateral, usually marketable securities and/or cash, is exchanged between FNB and our counterparties, and is generally subject to thresholds and transfer minimums. For swap transactions that require central clearing, we post cash to our clearing agency. Collateral positions are settled or valued daily, and adjustments to amounts received and pledged by us are made as appropriate to maintain proper collateralization for these transactions.
Certain master netting agreements contain provisions that, if violated, could cause the counterparties to request immediate settlement or demand full collateralization under the derivative instrument. If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay an additional $0.4 million and $0.9 million as of September 30, 2018 and December 31, 2017, respectively, in excess of amounts previously posted as collateral with the respective counterparty.

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The following table presents a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the Balance Sheets to the net amounts that would result in the event of offset:
TABLE 9.5
 
 
 
Amount Not Offset in the
Balance Sheet
 
 
(in thousands)
Net Amount
Presented in
the Balance
Sheet
 
Financial
Instruments
 
Cash
Collateral
 
Net
Amount
September 30, 2018
 
 
 
 
 
 
 
Derivative Assets
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$

 
$

 
$

 
$

Not designated
5,353

 
5,279

 

 
74

Equity contracts – not designated
23

 
23

 

 

Total
$
5,376

 
$
5,302

 
$

 
$
74

Derivative Liabilities
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
4,760

 
$
4,760

 
$

 
$

Not designated
6,147

 
5,840

 

 
307

Total
$
10,907

 
$
10,600

 
$

 
$
307

December 31, 2017
 
 
 
 
 
 
 
Derivative Assets
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
228

 
$
228

 
$

 
$

Not designated
1,169

 
1,169

 

 

Equity contracts – not designated
51

 
51

 

 

Total
$
1,448

 
$
1,448

 
$

 
$

Derivative Liabilities
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
1,982

 
$
1,982

 
$

 
$

Not designated
11,599

 
10,940

 

 
659

Total
$
13,581

 
$
12,922

 
$

 
$
659

The following table presents the effect of certain derivative financial instruments on the Income Statement:
TABLE 9.6
 
 
 
Nine Months Ended
September 30,
(in thousands)
Income Statement Location
 
2018
 
2017
Interest Rate Contracts
Interest income - loans and leases
 
$
(130
)
 
$
1,185

Interest Rate Contracts
Interest expense – short-term borrowings
 
(1,693
)
 
1,059

Interest Rate Swaps
Other income
 
956

 
(592
)
Credit Risk Contracts
Other income
 
42

 
(1
)

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Table of Contents     

NOTE 10.    COMMITMENTS, CREDIT RISK AND CONTINGENCIES
We have commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the Consolidated Balance Sheets. Our exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby letters of credit is essentially the same as that involved in extending loans and leases to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.
Following is a summary of off-balance sheet credit risk information:
TABLE 10.1
(in thousands)
September 30,
2018
 
December 31,
2017
Commitments to extend credit
$
7,349,375

 
$
6,957,822

Standby letters of credit
130,191

 
132,904

At September 30, 2018, funding of 77.3% of the commitments to extend credit was dependent on the financial condition of the customer. We have the ability to withdraw such commitments at our discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by us that may require payment at a future date. The credit risk involved in issuing letters of credit is actively monitored through review of the historical performance of our portfolios.
In addition to the above commitments, subordinated notes issued by FNB Financial Services, LP, a wholly-owned finance subsidiary, are fully and unconditionally guaranteed by FNB. These subordinated notes are included in the summaries of short-term borrowings and long-term borrowings in Note 8.
Other Legal Proceedings
In the ordinary course of business, we are routinely named as defendants in, or made parties to, pending and potential legal actions. Also, as regulated entities, we are subject to governmental and regulatory examinations, information-gathering requests, and may be subject to investigations and proceedings (both formal and informal). Such threatened claims, litigation, investigations, regulatory and administrative proceedings typically entail matters that are considered incidental to the normal conduct of business. Claims for significant monetary damages may be asserted in many of these types of legal actions, while claims for disgorgement, restitution, penalties and/or other remedial actions or sanctions may be sought in regulatory matters. In these instances, if we determine that we have meritorious defenses, we will engage in an aggressive defense. However, if management determines, in consultation with counsel, that settlement of a matter is in the best interest of our Company and our shareholders, we may do so. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and circumstances at issue in each of these matters. However, on the basis of current knowledge and understanding, and advice of counsel, we do not believe that judgments, sanctions, settlements or orders, if any, that may arise from these matters (either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage) will have a material adverse effect on our financial position or liquidity, although they could have a material effect on net income in a given period.
In view of the inherent unpredictability of outcomes in litigation and governmental and regulatory matters, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel legal theories or a large number of parties, as a matter of course, there is considerable uncertainty surrounding the timing or ultimate resolution of litigation and governmental and regulatory matters, including a possible eventual loss, fine, penalty, business or adverse reputational impact, if any, associated with each such matter. In accordance with applicable accounting guidance, we establish accruals for litigation and governmental and regulatory matters when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We will continue to monitor such matters for developments that could affect the amount of the accrual, and will adjust the accrual amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that

45

Table of Contents     

would make the loss contingency both probable and reasonably estimable. We believe that our accruals for legal proceedings are appropriate and, in the aggregate, are not material to our consolidated financial position, although future accruals could have a material effect on net income in a given period.

NOTE 11.    STOCK INCENTIVE PLANS
Restricted Stock
We issue restricted stock awards to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a three-year vesting period. The grant date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield.
We issued 283,037 and 251,379 performance-based restricted stock units during the first nine months of 2018 and 2017. For performance-based restricted stock awards granted in 2018, we incorporated a new metric in which recipients will earn shares totaling between 0% and 175% of the number of units issued, based on our return on average tangible assets (ROATA) relative to a specified peer group of financial institutions over the three-year period. The result calculated using ROATA will then be adjusted by 75% to 125%, based on our total shareholder return (TSR) relative to the specified peer group of financial institutions. For performance-based restricted stock awards granted from 2014 through 2017, the recipients will earn shares, totaling between 0% and 175% of the number of units issued, based on our TSR relative to a specified peer group of financial institutions over the three-year period. These market-based restricted stock award units are included in the table below based on where we expect them to vest, regardless of the actual vesting percentages.
As of September 30, 2018, we had available up to 2,333,089 shares of common stock to issue under this Plan.
The following table details our issuance of restricted stock units and the aggregate weighted average grant date fair values under these plans for the years indicated.
TABLE 11.1
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
Restricted stock units
958,720

 
713,998

Weighted average grant date fair values
$
12,665

 
$
10,474


The unvested restricted stock awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change of control as defined in the award agreements.

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The following table summarizes the activity relating to restricted stock units during the periods indicated:
TABLE 11.2
 
Nine Months Ended September 30,
 
2018
 
2017
 
Units
 
Weighted
Average
Grant
Price per
Share
 
Units
 
Weighted
Average
Grant
Price per
Share
Unvested units outstanding at beginning of period
1,975,862

 
$
13.64

 
1,836,363

 
$
12.97

Granted
958,720

 
13.21

 
713,998

 
14.67

Vested
(257,712
)
 
13.18

 
(594,560
)
 
12.84

Forfeited/expired
(209,438
)
 
13.36

 
(27,109
)
 
13.94

Dividend reinvestment
60,938

 
13.72

 
46,969

 
13.79

Unvested units outstanding at end of period
2,528,370

 
13.55

 
1,975,661

 
13.63

The following table provides certain information related to restricted stock units:
TABLE 11.3
(in thousands)
Nine Months Ended
September 30,
 
2018
 
2017
Stock-based compensation expense
$
7,310

 
$
6,088

Tax benefit related to stock-based compensation expense
1,535

 
2,131

Fair value of units vested
3,472

 
8,046

As of September 30, 2018, there was $16.3 million of unrecognized compensation cost related to unvested restricted stock units, including $1.0 million that is subject to accelerated vesting under the Plan’s immediate vesting upon retirement. The components of the restricted stock units as of September 30, 2018 are as follows:
TABLE 11.4
(dollars in thousands)
Service-
Based
Units
 
Performance-
Based
Units
 
Total
Unvested restricted stock units
1,455,391

 
1,072,979

 
2,528,370

Unrecognized compensation expense
$
10,770

 
$
5,514

 
$
16,284

Intrinsic value
$
18,513

 
$
13,648

 
$
32,161

Weighted average remaining life (in years)
2.09

 
1.19

 
1.71

Stock Options
All outstanding stock options were assumed from acquisitions and are fully vested. Upon consummation of our acquisitions, all outstanding stock options issued by the acquired companies were converted into equivalent FNB stock options. We issue shares of treasury stock or authorized but unissued shares to satisfy stock options exercised.

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The following table summarizes the activity relating to stock options during the periods indicated:
TABLE 11.5 
 
Nine Months Ended September 30,
 
2018
 
2017
 
Shares
 
Weighted
Average
Exercise
Price per
 Share
 
Shares
 
Weighted
Average
Exercise
Price per
 Share
Options outstanding at beginning of period
722,650

 
$
7.96

 
892,532

 
$
8.95

Assumed from acquisitions

 

 
207,645

 
8.92

Exercised
(214,781
)
 
7.91

 
(163,455
)
 
9.41

Forfeited/expired
(4,834
)
 
11.65

 
(56,687
)
 
11.16

Options outstanding and exercisable at end of period
503,035

 
7.97

 
880,035

 
8.72

The intrinsic value of outstanding and exercisable stock options at September 30, 2018 was $2.4 million. The aggregate intrinsic value represents the amount by which the fair value of underlying stock exceeds the option exercise price.

NOTE 12.    RETIREMENT PLANS
Our subsidiaries participate in a qualified 401(k) defined contribution plan under which employees may contribute a percentage of their salary. Employees are eligible to participate upon their first day of employment. Under this plan, we match 100% of the first 6% that the employee defers. During the second quarter of 2018, we made a one-time discretionary contribution of $0.9 million to the vast majority of our employees following the tax reform that was enacted in December 2017. Additionally, we may provide a performance-based company contribution of up to 3% if we exceed annual financial goals. Our contribution expense is presented in the following table:
TABLE 12.1
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
401(k) contribution expense
$
11,210

 
$
9,081

We also sponsor an Employee Retirement Income Security Act of 1974 (ERISA) Excess Lost Match Plan for certain officers. This plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would have been provided under the qualified 401(k) defined contribution plan, if no limits were applied.

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Table of Contents     

Additionally, we sponsor a qualified non-contributory defined benefit pension plan and two supplemental non-qualified retirement plans that have been frozen. Although not required, we made a $4.0 million contribution to the non-contributory defined benefit pension plan during the third quarter of 2018 in order to meet the minimum funding requirements of this plan. The net periodic benefit credit for these plans includes the following components:
TABLE 12.2
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Service cost
$
(3
)
 
$
(3
)
 
$
(11
)
 
$
(11
)
Interest cost
1,549

 
1,463

 
4,669

 
4,417

Expected return on plan assets
(2,946
)
 
(2,427
)
 
(8,736
)
 
(7,281
)
Amortization:
 
 
 
 
 
 
 
Unrecognized prior service cost
1

 
2

 
1

 
6

Unrecognized loss
596

 
603

 
1,842

 
1,859

Net periodic pension credit
$
(803
)
 
$
(362
)
 
$
(2,235
)
 
$
(1,010
)

NOTE 13.      INCOME TAXES
The TCJA includes several changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, which became effective January 1, 2018. We recognized the initial income tax effects of the TCJA in our 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC 740, Income Taxes, in the reporting period in which the TCJA was signed into law. We recorded a provisional amount of $54.0 million at December 31, 2017 related to the remeasurement of deferred tax balances. Upon final analysis of available information and refinement of our calculations during the nine months ended September 30, 2018, we decreased our provisional amount by $1.9 million which is included as a component of income tax expense from continuing operations. We consider the TCJA remeasurement of our deferred taxes to be complete.
Income Tax Expense
Federal and state income tax expense and the statutory tax rate and the actual effective tax rate consist of the following:
TABLE 13.1
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in thousands)
2018
 
2017
 
2018
 
2017
Current income taxes:
 
 
 
 
 
 
 
Federal taxes
$
7,683

 
$
16,569

 
$
31,132

 
$
29,859

State taxes
1,145

 
406

 
3,894

 
1,991

Total current income taxes
8,828

 
16,975

 
35,026

 
31,850

Deferred income taxes:
 
 
 
 
 
 
 
Federal taxes
12,952

 
14,088

 
28,110

 
38,238

State taxes
374

 
2,115

 
757

 
(809
)
Total deferred income taxes
13,326

 
16,203

 
28,867

 
37,429

Total income taxes
$
22,154

 
$
33,178

 
$
63,893

 
$
69,279

Statutory tax rate
21.0
%
 
35.0
%
 
21.0
%
 
35.0
%
Effective tax rate
18.0
%
 
29.9
%
 
19.0
%
 
28.4
%
The effective tax rate for the nine months ended September 30, 2018 was lower than the statutory tax rate of 21% due to the recognized adjustments to our provisional TCJA deferred tax remeasurement, and the tax benefits resulting from tax-exempt

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income on investments, loans, tax credits and income from BOLI. The lower effective tax rate for the nine months ended September 30, 2017 primarily related to merger expenses and an increase in the level of tax credits.
In the fourth quarter of 2017, we elected to change our accounting policy under ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) to reclassify the income tax effects related to the TCJA from AOCI to retained earnings.
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax purposes. Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. As such, during December 2017, we remeasured our deferred tax assets and liabilities as a result of the passage of the TCJA. The primary impact of this remeasurement was a reduction in deferred tax assets and liabilities in connection with the reduction of the U.S. corporate income tax rate from 35% to 21%.

NOTE 14.    OTHER COMPREHENSIVE INCOME
The following table presents changes in AOCI, net of tax, by component:
TABLE 14.1
(in thousands)
Unrealized
Net Losses on
Debt Securities
Available
for Sale
 
Unrealized
Net Gains
(Losses) on
Derivative
Instruments
 
Unrecognized
Pension and
Postretirement
Obligations
 
Total
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
Balance at beginning of period
$
(29,626
)
 
$
5,407

 
$
(58,833
)
 
$
(83,052
)
Other comprehensive (loss) income before reclassifications
(50,970
)
 
6,991

 
1,431

 
(42,548
)
Amounts reclassified from AOCI
(24
)
 
(1,216
)
 

 
(1,240
)
Net current period other comprehensive (loss) income
(50,994
)
 
5,775

 
1,431

 
(43,788
)
Balance at end of period
$
(80,620
)
 
$
11,182

 
$
(57,402
)
 
$
(126,840
)
The amounts reclassified from AOCI related to debt securities available for sale are included in net securities gains on the Consolidated Income Statements, while the amounts reclassified from AOCI related to derivative instruments are included in interest income on loans and leases on the Consolidated Income Statements.
The tax (benefit) expense amounts reclassified from AOCI in connection with the debt securities available for sale and derivative instruments reclassifications are included in income taxes on the Consolidated Statements of Income.

NOTE 15.    EARNINGS PER COMMON SHARE
Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.
Diluted earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options, warrants and restricted shares, as calculated using the treasury stock method. Adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

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Table of Contents     

The following table sets forth the computation of basic and diluted earnings per common share:
TABLE 15.1
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands, except per share data)
2018
 
2017
 
2018
 
2017
Net income
$
100,763

 
$
77,693

 
$
272,731

 
$
175,078

Less: Preferred stock dividends
2,010

 
2,010

 
6,030

 
6,030

Net income available to common stockholders
$
98,753

 
$
75,683

 
$
266,701

 
$
169,048

Basic weighted average common shares outstanding
324,435,939

 
323,410,932

 
324,118,236

 
295,012,986

Net effect of dilutive stock options, warrants and restricted stock
1,217,192

 
1,493,836

 
1,556,470

 
1,639,810

Diluted weighted average common shares outstanding
325,653,131

 
324,904,768

 
325,674,706

 
296,652,796

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.30

 
$
0.23

 
$
0.82

 
$
0.57

Diluted
$
0.30

 
$
0.23

 
$
0.82

 
$
0.57

The following table shows the average shares excluded from the above calculation as their effect would have been anti-dilutive: 
TABLE 15.2
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Average shares excluded from the diluted earnings per common share calculation
86

 
1,842

 
59

 
1,059


NOTE 16.    CASH FLOW INFORMATION
Following is a summary of supplemental cash flow information:
TABLE 16.1
 
Nine Months Ended
September 30,
 
2018
 
2017
(in thousands)
 
 
 
Interest paid on deposits and other borrowings
$
157,933

 
$
89,014

Income taxes paid
14,000

 
52,500

Transfers of loans to other real estate owned
9,562

 
24,025

Financing of other real estate owned sold

 
19


NOTE 17.    BUSINESS SEGMENTS
We operate in three reportable segments: Community Banking, Wealth Management and Insurance.
 
The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, business credit, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

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Table of Contents     

The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.
The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.
We also previously operated a Consumer Finance segment, which is no longer a reportable segment. This segment primarily made installment loans to individuals and purchased installment sales finance contracts from retail merchants. On August 31, 2018, as part of our strategy to enhance the overall positioning of our consumer banking operations, we sold 100 percent of the issued and outstanding capital stock of Regency to Mariner Finance, LLC. This transaction was completed to accomplish several strategic objectives, including enhancing the credit risk profile of the consumer loan portfolio, offering additional liquidity and selling a non-strategic business segment that no longer fits with our core business. The Consumer Finance segment is shown in the following tables to include Regency's financial information through August 31, 2018.
The following tables provide financial information for these segments of FNB. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of FNB, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments to reconcile to the Consolidated Financial Statements.
TABLE 17.1
(in thousands)
Community
Banking
 
Wealth
Management
 
Insurance
 
Consumer
Finance
 
Parent and
Other
 
Consolidated
At or for the Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
291,478

 
$
6

 
$
(16
)
 
$
6,250

 
$
97

 
$
297,815

Interest expense
58,336

 

 

 
634

 
4,058

 
63,028

Net interest income
233,142

 
6

 
(16
)
 
5,616

 
(3,961
)
 
234,787

Provision for credit losses
13,692

 

 

 
1,337

 
946

 
15,975

Non-interest income
55,708

 
11,129

 
4,266

 
459

 
3,272

 
74,834

Non-interest expense (1)
148,847

 
8,300

 
4,362

 
3,825

 
1,590

 
166,924

Amortization of intangibles
3,695

 
61

 
49

 

 

 
3,805

Income tax expense (benefit)
22,188

 
599

 
(26
)
 
234

 
(841
)
 
22,154

Net income (loss)
100,428

 
2,175

 
(135
)
 
679

 
(2,384
)
 
100,763

Total assets
32,526,809

 
26,381

 
19,323

 

 
45,082

 
32,617,595

Total intangibles
2,307,734

 
10,006

 
12,091

 

 

 
2,329,831

At or for the Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
249,923

 
$

 
$
20

 
$
9,981

 
$
3,590

 
$
263,514

Interest expense
29,463

 

 

 
938

 
7,882

 
38,283

Net interest income
220,460

 

 
20

 
9,043

 
(4,292
)
 
225,231

Provision for credit losses
14,847

 

 

 
1,921

 

 
16,768

Non-interest income
52,020

 
10,006

 
4,209

 
741

 
(825
)
 
66,151

Non-interest expense (1)
142,015

 
7,451

 
3,907

 
5,261

 
304

 
158,938

Amortization of intangibles
4,689

 
64

 
52

 

 

 
4,805

Income tax expense (benefit)
33,238

 
904

 
105

 
1,038

 
(2,107
)
 
33,178

Net income (loss)
77,691

 
1,587

 
165

 
1,564

 
(3,314
)
 
77,693

Total assets
30,889,485

 
23,573

 
21,242

 
185,209

 
3,786

 
31,123,295

Total intangibles
2,327,495

 
10,224

 
12,179

 
1,809

 

 
2,351,707

(1) Excludes amortization of intangibles, which is presented separately.



52

Table of Contents     

(in thousands)
Community
Banking
 
Wealth
Management
 
Insurance
 
Consumer
Finance
 
Parent and
Other
 
Consolidated
At or for the Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
839,833

 
$
6

 
$
23

 
$
24,893

 
$
104

 
$
864,859

Interest expense
150,814

 

 

 
2,429

 
11,369

 
164,612

Net interest income
689,019

 
6

 
23

 
22,464

 
(11,265
)
 
700,247

Provision for credit losses
39,381

 

 

 
5,697

 
946

 
46,024

Non-interest income
160,157

 
33,370

 
12,264

 
1,750

 
(315
)
 
207,226

Non-interest expense (1)
457,189

 
25,272

 
11,968

 
14,348

 
4,214

 
512,991

Amortization of intangibles
11,499

 
182

 
153

 

 

 
11,834

Income tax expense (benefit)
65,199

 
1,769

 
55

 
1,152

 
(4,282
)
 
63,893

Net income (loss)
275,908

 
6,153

 
111

 
3,017

 
(12,458
)
 
272,731

Total assets
32,526,809

 
26,381

 
19,323

 

 
45,082

 
32,617,595

Total intangibles
2,307,734

 
10,006

 
12,091

 

 

 
2,329,831

At or for the Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
677,221

 
$

 
$
59

 
$
29,997

 
$
1,964

 
$
709,241

Interest expense
76,742

 

 

 
2,748

 
13,353

 
92,843

Net interest income
600,479

 

 
59

 
27,249

 
(11,389
)
 
616,398

Provision for credit losses
38,649

 

 

 
5,725

 

 
44,374

Non-interest income
145,768

 
29,376

 
12,030

 
2,221

 
(2,050
)
 
187,345

Non-interest expense (1)
451,740

 
22,978

 
10,678

 
15,780

 
1,120

 
502,296

Amortization of intangibles
12,365

 
190

 
161

 

 

 
12,716

Income tax expense (benefit)
69,749

 
2,266

 
462

 
3,178

 
(6,376
)
 
69,279

Net income (loss)
173,744

 
3,942

 
788

 
4,787

 
(8,183
)
 
175,078

Total assets
30,889,485

 
23,573

 
21,242

 
185,209

 
3,786

 
31,123,295

Total intangibles
2,327,495

 
10,224

 
12,179

 
1,809

 

 
2,351,707

(1) Excludes amortization of intangibles, which is presented separately.

NOTE 18.    FAIR VALUE MEASUREMENTS
Refer to Note 24 "Fair Value Measurements" to the Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018 for a description of additional valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

53

Table of Contents     

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:
TABLE 18.1
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2018
 
 
 
 
 
 
 
Assets Measured at Fair Value
 
 
 
 
 
 
 
Debt securities available for sale
 
 
 
 
 
 
 
U.S. government agencies
$

 
$
163,000

 
$

 
$
163,000

U.S. government-sponsored entities

 
356,267

 

 
356,267

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities

 
1,483,820

 

 
1,483,820

Agency collateralized mortgage obligations

 
1,046,481

 

 
1,046,481

Non-agency collateralized mortgage obligations

 

 

 

Commercial mortgage-backed securities

 
226,775

 

 
226,775

States of the U.S. and political subdivisions

 
20,681

 

 
20,681

Other debt securities

 
1,870

 

 
1,870

Total debt securities available for sale

 
3,298,894

 

 
3,298,894

Loans held for sale

 
24,943

 

 
24,943

Marketable equity securities
 
 
 
 
 
 
 
Fixed income mutual fund

 

 

 

Financial services industry

 
188

 

 
188

Total marketable equity securities

 
188

 

 
188

Derivative financial instruments
 
 
 
 
 
 
 
Trading

 
17,590

 

 
17,590

Not for trading

 
385

 
772

 
1,157

Total derivative financial instruments

 
17,975

 
772

 
18,747

Total assets measured at fair value on a recurring basis
$

 
$
3,342,000

 
$
772

 
$
3,342,772

Liabilities Measured at Fair Value
 
 
 
 
 
 
 
Derivative financial instruments
 
 
 
 
 
 
 
Trading
$

 
$
70,176

 
$

 
$
70,176

Not for trading

 
4,844

 
21

 
4,865

Total derivative financial instruments

 
75,020

 
21

 
75,041

Total liabilities measured at fair value on a recurring basis
$

 
$
75,020

 
$
21

 
$
75,041



54

Table of Contents     

(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
December 31, 2017
 
 
 
 
 
 
 
Assets Measured at Fair Value
 
 
 
 
 
 
 
Debt securities available for sale
 
 
 
 
 
 
 
U.S. government-sponsored entities
$

 
$
343,942

 
$

 
$
343,942

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities

 
1,598,874

 

 
1,598,874

Agency collateralized mortgage obligations

 
794,957

 

 
794,957

Non-agency collateralized mortgage obligations

 
1

 

 
1

States of the U.S. and political subdivisions

 
21,093

 

 
21,093

Other debt securities

 
4,670

 

 
4,670

Total debt securities available for sale

 
2,763,537

 

 
2,763,537

Equity securities available for sale
 
 
 
 
 
 
 
Fixed income mutual fund
161

 

 

 
161

Financial services industry

 
864

 

 
864

Total equity securities available for sale
161

 
864

 

 
1,025

Total securities available for sale
161

 
2,764,401

 

 
2,764,562

Loans held for sale

 
56,458

 

 
56,458

Derivative financial instruments
 
 
 
 
 
 
 
Trading

 
28,453

 

 
28,453

Not for trading

 
500

 
1,594

 
2,094

Total derivative financial instruments

 
28,953

 
1,594

 
30,547

Total assets measured at fair value on a recurring basis
$
161

 
$
2,849,812

 
$
1,594

 
$
2,851,567

Liabilities Measured at Fair Value
 
 
 
 
 
 
 
Derivative financial instruments
 
 
 
 
 
 
 
Trading
$

 
$
26,953

 
$

 
$
26,953

Not for trading

 
2,239

 
5

 
2,244

Total derivative financial instruments

 
29,192

 
5

 
29,197

Total liabilities measured at fair value on a recurring basis
$

 
$
29,192

 
$
5

 
$
29,197























55

Table of Contents     

The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:
TABLE 18.2 
(in thousands)
Other
Debt
Securities
 
Equity
Securities
 
Residential
Non-Agency
Collateralized
Mortgage
Obligations
 
Interest
Rate
Lock
Commitments
 
Total
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$

 
$

 
$

 
$
1,594

 
$
1,594

Purchases, issuances, sales and settlements:
 
 
 
 
 
 
 
 
 
Purchases

 

 

 
3,814

 
3,814

Settlements

 

 

 
(4,636
)
 
(4,636
)
Balance at end of period
$

 
$

 
$

 
$
772

 
$
772

Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$

 
$
492

 
$
894

 
$

 
$
1,386

Total gains (losses) – realized/unrealized:
 
 
 
 
 
 
 
 
 
Included in earnings

 

 
4

 

 
4

Included in other comprehensive income

 
86

 
(6
)
 

 
80

Accretion included in earnings
(1
)
 

 
1

 

 

Purchases, issuances, sales and settlements:
 
 
 
 
 
 
 
 
 
Purchases
12,048

 

 

 
1,594

 
13,642

Sales/redemptions
(12,047
)
 

 
(874
)
 

 
(12,921
)
Settlements

 

 
(19
)
 
(4,569
)
 
(4,588
)
Transfers from Level 3

 
(578
)
 

 

 
(578
)
Transfers into Level 3

 

 

 
4,569

 
4,569

Balance at end of period
$

 
$

 
$

 
$
1,594

 
$
1,594

We review fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. There were no transfers of assets or liabilities between the hierarchy levels during the first nine months of 2018. During the first quarter of 2017, we acquired $12.0 million in other debt securities from YDKN that are measured at Level 3. These securities were sold during the second quarter of 2017. During the first nine months of 2017, we transferred equity securities totaling $0.6 million from Level 3 to Level 2, as a result of increased trading activity relating to these securities.
For the nine months ended September 30, 2018, we recorded in earnings $0.6 million of unrealized gains relating to the adoption of ASU 2016-01 and market value adjustments on marketable equity securities. These unrealized gains included in earnings are in the other non-interest income line item in the Consolidated Statement of Income. For the nine months ended September 30, 2017, there were no gains or losses included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of those dates. The total realized net securities gains included in earnings are in the net securities gains line item in the Consolidated Statements of Income.

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In accordance with GAAP, from time to time, we measure certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of the lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were described in Note 24 "Fair Value Measurements" in our 2017 Form 10-K. For assets measured at fair value on a non-recurring basis still held at the Balance Sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:
TABLE 18.3
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2018
 
 
 
 
 
 
 
Impaired loans
$

 
$
1,440

 
$
4,858

 
$
6,298

Other real estate owned

 

 
5,570

 
5,570

Other assets - SBA servicing asset

 

 
4,305

 
4,305

December 31, 2017
 
 
 
 
 
 
 
Impaired loans
$

 
$
2,813

 
$
1,297

 
$
4,110

Other real estate owned

 
10,513

 
10,823

 
21,336

Loans held for sale - SBA

 

 
36,432

 
36,432

Other assets - SBA servicing asset

 

 
5,058

 
5,058

Substantially all of the fair value amounts in the table above were estimated at a date during the nine months or twelve months ended September 30, 2018 and December 31, 2017, respectively. Consequently, the fair value information presented is not necessarily as of the period’s end.
Impaired loans measured or re-measured at fair value on a non-recurring basis during the nine months ended September 30, 2018 had a carrying amount of $6.3 million, which includes an allocated allowance for credit losses of $4.8 million. The allowance for credit losses includes a provision applicable to the current period fair value measurements of $6.0 million, which was included in the provision for credit losses for the nine months ended September 30, 2018.
OREO with a carrying amount of $8.4 million was written down to $5.6 million, resulting in a loss of $2.8 million, which was included in earnings for the nine months ended September 30, 2018.
Fair Value of Financial Instruments
Refer to Note 24 "Fair Value Measurements" to the Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018 for a description of methods and assumptions that were used to estimate the fair value of each financial instrument.



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The fair values of our financial instruments are as follows:
TABLE 18.4
 
 
 
 
 
Fair Value Measurements
(in thousands)
Carrying
Amount
 
Fair
 Value
 
Level 1
 
Level 2
 
Level 3
September 30, 2018
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
437,853

 
$
437,853

 
$
437,853

 
$

 
$

Debt securities available for sale
3,298,894

 
3,298,894

 

 
3,298,894

 

Debt securities held to maturity
3,206,345

 
3,032,947

 

 
3,032,947

 

Net loans and leases, including loans held for sale
21,703,605

 
21,270,133

 

 
24,943

 
21,245,190

Loan servicing rights
39,664

 
46,021

 

 

 
46,021

Marketable equity securities
188

 
188

 

 
188

 

Derivative assets
18,747

 
18,747

 

 
17,975

 
772

Accrued interest receivable
102,513

 
102,513

 
102,513

 

 

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
23,499,986

 
23,437,161

 
18,052,235

 
5,384,926

 

Short-term borrowings
3,679,380

 
3,679,933

 
3,679,933

 

 

Long-term borrowings
627,049

 
618,778

 

 

 
618,778

Derivative liabilities
75,041

 
75,041

 

 
75,020

 
21

Accrued interest payable
19,159

 
19,159

 
19,159

 

 

December 31, 2017
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
479,443

 
$
479,443

 
$
479,443

 
$

 
$

Securities available for sale
2,764,562

 
2,764,562

 
161

 
2,764,401

 

Debt securities held to maturity
3,242,268

 
3,218,379

 

 
3,218,379

 

Net loans and leases, including loans held for sale
20,916,277

 
20,661,196

 

 
56,458

 
20,604,738

Loan servicing rights
34,111

 
37,758

 

 

 
37,758

Derivative assets
30,547

 
30,547

 

 
28,953

 
1,594

Accrued interest receivable
94,254

 
94,254

 
94,254

 

 

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
22,399,725

 
22,359,182

 
17,779,246

 
4,579,936

 

Short-term borrowings
3,678,337

 
3,678,723

 
3,678,723

 

 

Long-term borrowings
668,173

 
675,489

 

 

 
675,489

Derivative liabilities
29,197

 
29,197

 

 
29,192

 
5

Accrued interest payable
12,480

 
12,480

 
12,480

 

 




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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis represents an overview of and highlights material changes to our financial condition and results of operations at and for the three- and nine-month periods ended September 30, 2018 and 2017. This Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and our 2017 Annual Report on Form 10-K filed with the SEC on February 28, 2018. Our results of operations for the nine months ended September 30, 2018 are not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
A number of statements in this Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including our expectations relative to business and financial metrics, our outlook regarding revenues, expenses, earnings. liquidity, asset quality and statements regarding the impact of technology enhancements and customer and business process improvements.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risk, uncertainties and unforeseen events which may cause actual results to differ materially from future results expressed, projected or implied by these forward-looking statements. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events, except as required by federal securities laws. Further, it is not possible to assess the effect of all risk factors on our business of the extent to which any one risk factor or compilation thereof may cause actual results to differ materially from those contained in any forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Such forward-looking statements may be expressed in a variety of ways, including the use of future and present tense language expressing expectations or predictions of future financial or business performance or conditions based on current performance and trends. Forward-looking statements are typically identified by words such as, "believe," "plan," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "will," "should," "project," "goal," and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in our reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; changes or errors in the methodologies, models, assumptions and estimates we use to prepare our financial statements, make business decisions and manage risks; inflation; inability to effectively grow and expand our customer bases; our ability to execute on key priorities, including successful completion of acquisitions and dispositions, business retention or expansion plans, strategic plans and attract, develop and retain key executives; and potential difficulties encountered in expanding into a new and remote geographic market; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business and technology initiatives; economic conditions in the various regions in which we operate; competitive conditions, including increased competition through internet, mobile banking, fintech, and other non-traditional competitors; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with acquisitions and divestitures; the inability to originate and re-sell mortgage loans in accordance with business plans; our inability to effectively manage our economic exposure and GAAP earnings exposure to interest rate volatility, including availability of appropriate derivative financial investments needed for interest rate risk management purposes; economic conditions; interruption in or breach of security of our information systems; the failure of third parties and vendors to comply with their obligations to us, including related to care, control, and protection of such information; the evolution of various types of fraud or other criminal behavior to which we are exposed; integrity and functioning of products, information systems and services provided by third party external vendors; changes in tax rules and regulations or interpretations including, but not limited to, the recently enacted Tax Cuts and Jobs Act or tariffs implemented by the U.S. President; changes in or anticipated impact of, accounting policies, standards and interpretations; ability to maintain adequate liquidity to fund our operations; changes in asset valuations; the initiation of significant legal or regulatory proceedings against us and the outcome of any significant legal or regulatory proceeding including, but not limited to, actions by federal or state authorities and class action cases, new decisions that result in changes to previously settled law or regulation, and any unexpected court or regulatory rulings; and the impact, extent and timing of technological changes, capital management activities, and other actions of the OCC, the FRB, the Bureau of Consumer Financial Protection (formerly named the Consumer Financial Protection Bureau), the FDIC and legislative and regulatory actions and reforms.

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The risks identified here are not exclusive. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties described in our Annual Report on Form 10-K (including MD&A section) for the year ended December 31, 2017, our subsequent 2018 Quarterly Reports on Form 10-Q's (including the risk factors and risk management discussions) and our other subsequent filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/about-us/investor-relations-shareholder-services. We have included our web address as an inactive textual reference only. Information on our website is not part of this Report.

APPLICATION OF CRITICAL ACCOUNTING POLICIES
A description of our critical accounting policies is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2017 Annual Report on Form 10-K filed with the SEC on February 28, 2018 under the heading “Application of Critical Accounting Policies”. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2017.

USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS
To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common stockholders, operating earnings per diluted common share, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible equity to tangible assets, the ratio of tangible common equity to tangible assets, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to assess their performance and trends.
These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for or superior to, our reported results prepared in accordance with GAAP. When non-GAAP financial measures are disclosed, the SEC's Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included later in this report under the heading “Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP”.
Management believes charges such as merger expenses, branch consolidation costs and special one-time employee 401(k) contributions related to tax reform are not organic costs to run our operations and facilities. The merger expenses and branch consolidation charges principally represent expenses to satisfy contractual obligations of the acquired entity or closed branch without any useful ongoing benefit to us. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction. Similarly, gains derived from the sale of a business are not organic to our operations.
To provide more meaningful comparisons of net interest margin and efficiency ratio, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets (loans and investments) to make it fully equivalent to interest income earned on taxable investments (this adjustment is not permitted under GAAP).  Taxable equivalent amounts for the 2018 period were calculated using a federal income tax rate of 21% provided under the TCJA (effective January 1, 2018).  Amounts for the 2017 periods were calculated using the previously applicable statutory federal income tax rate of 35%.


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FINANCIAL SUMMARY
Net income available to common stockholders for the third quarter of 2018 was $98.8 million or $0.30 per diluted common share, compared to net income available to common stockholders for third quarter of 2017 of $75.7 million or $0.23 per diluted common share. On an operating basis, third quarter of 2018 net income available to common stockholders (non-GAAP) was $94.7 million, or $0.29 per diluted common share, excluding a $5.1 million gain recognized from the sale of Regency, compared to third quarter of 2017 net income available to common stockholders (non-GAAP) of $76.6 million, or $0.24 per diluted common share, excluding the impact of $1.4 million in merger-related expenses.
On August 31, 2018, we completed the sale of 100 percent of the issued and outstanding capital stock of Regency Finance Company to Mariner Finance, LLC in exchange for cash consideration of $142 million. This transaction was completed to accomplish several strategic objectives, including enhancing the credit risk profile of the consumer loan portfolio, offering additional liquidity and selling a non-strategic business segment that no longer fits with our core business.  The transaction included a reduction of $131.9 million in direct installment consumer loans, a net charge-off of $7.1 million for the mark to fair value on the Regency loans prior to sale with no associated provision impact, a write-off of $1.8 million of goodwill, and a reduction of branch/retail properties leased by FNB.  As a result of the sale, we recognized a gain on sale of $5.1 million during the third quarter.
Income Statement Highlights (Third quarter of 2018 compared to third quarter of 2017, except as noted)
 
Net income available to common stockholders was $98.8 million, compared to $75.7 million.
Operating net income available to common stockholders (non-GAAP) was $94.7 million, compared to $76.6 million.
Earnings per diluted common share were $0.30, compared to $0.23.
Operating earnings per diluted common share (non-GAAP) were $0.29, compared to $0.24.
Total revenue increased 6.3% to $310 million, reflecting a 4.2% increase in net interest income and a 13.1% increase in non-interest income.
Net interest income was $234.8 million, compared to $225.2 million.
Net interest margin (FTE) (non-GAAP) declined 8 basis points to 3.36% from 3.44%, reflecting a 3 basis point decrease in the fully taxable equivalent adjustment related to the impact of tax reform. Regency contributed 8 basis points and 13 basis points, respectively.
Non-interest income increased $8.7 million, or 13.1%. Excluding the Regency gain on sale, operating non-interest income increased $3.5 million or 5.4%, with increases in mortgage banking, wealth management and capital markets.
Non-interest expense was $170.7 million, compared to $163.7 million.
Non-interest expense decreased $12.3 million, or 6.7%, compared to the second quarter of 2018.
Income tax expense increased $5.4 million, or 7.8%, primarily due to higher 2018 pre-tax income, partially offset by the lower tax rate in 2018.
The efficiency ratio (non-GAAP) equaled 53.7%, compared to 53.1%.
The annualized net charge-offs to total average loans ratio increased to 0.27%, compared to 0.24%. The third quarter of 2018 included 13 basis points of net charge-offs from the mark to fair value on the Regency loans prior to the sale, with no associated provision expense.
Balance Sheet Highlights (period-end balances, September 30, 2018 compared to December 31, 2017, unless otherwise indicated)
 
Total assets were $32.6 billion, compared to $31.4 billion.
Growth in total average loans was $1.1 billion, or 5.4%, with average commercial loan growth of $545.1 million, or 4.2%, and average consumer loan growth of $575.6 million, or 7.5%, from the same period last year.

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Total average deposits grew $1.9 billion, or 9.1%, including an increase in average non-interest-bearing deposits of $439.4 million, or 7.9%, and an increase in average time deposits of $1.4 billion, or 37.9%, from the same period last year.
The ratio of loans to deposits was 92.9%, compared to 93.7%.
Total stockholders’ equity was $4.5 billion, compared to $4.4 billion, a slight increase of less than 3% since December 31, 2017, primarily driven by an increase in earnings partially offset by a decline in AOCI.
There was improvement in the delinquency ratio in the originated portfolio from 0.88% to 0.79%.
The ratio of the allowance for loan losses to total loans and leases was 0.81%, compared to 0.84%.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017
Net income available to common stockholders for the three months ended September 30, 2018 was $98.8 million or $0.30 per diluted common share, compared to net income available to common stockholders for the three months ended September 30, 2017 of $75.7 million or $0.23 per diluted common share. The third quarter of 2018 included a $5.1 million gain recognized from the sale of Regency. The third quarter of 2017 included merger-related expenses of $1.4 million.
Net interest income totaled $234.8 million, increasing $9.6 million or 4.2%. Non-interest income increased $8.7 million, or 13.1%, and non-interest expense increased $7.0 million, or 4.3%. Financial highlights are summarized below:
TABLE 1 
 
Three Months Ended
September 30,
 
$
 
%
(in thousands, except per share data)
2018
 
2017
 
Change
 
Change
Net interest income
$
234,787

 
$
225,231

 
$
9,556

 
4.2
 %
Provision for credit losses
15,975

 
16,768

 
(793
)
 
(4.7
)
Non-interest income
74,834

 
66,151

 
8,683

 
13.1

Non-interest expense
170,729

 
163,743

 
6,986

 
4.3

Income taxes
22,154

 
33,178

 
(11,024
)
 
(33.2
)
Net income
100,763

 
77,693

 
23,070

 
29.7

Less: Preferred stock dividends
2,010

 
2,010

 

 

Net income available to common stockholders
$
98,753

 
$
75,683

 
$
23,070

 
30.5
 %
Earnings per common share – Basic
$
0.30

 
$
0.23

 
$
0.07

 
30.4
 %
Earnings per common share – Diluted
0.30

 
0.23

 
0.07

 
30.4

Cash dividends per common share
0.12

 
0.12

 

 


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The following table presents selected financial ratios and other relevant data used to analyze our performance:
TABLE 2 
 
Three Months Ended
September 30,
 
2018
 
2017
Return on average equity
8.85
%
 
6.96
%
Return on average tangible common equity (2)
19.44
%
 
15.82
%
Return on average assets
1.23
%
 
1.00
%
Return on average tangible assets (2)
1.37
%
 
1.12
%
Book value per common share (1)
$
13.62

 
$
13.39

Tangible book value per common share (1) (2)
$
6.44

 
$
6.12

Equity to assets (1)
13.87
%
 
14.25
%
Tangible equity to tangible assets (1) (2)
7.25
%
 
7.24
%
Common equity to assets (1)
13.54
%
 
13.91
%
Tangible common equity to tangible assets (1) (2)
6.89
%
 
6.87
%
Average equity to average assets
13.94
%
 
14.32
%
Dividend payout ratio
39.71
%
 
51.56
%
(1) Period-end
(2) Non-GAAP

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The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:
TABLE 3 
 
Three Months Ended September 30,
 
2018
 
2017
(dollars in thousands)
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Rate
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
$
46,588

 
$
345

 
2.93
%
 
$
117,602

 
$
320

 
1.08
%
Taxable investment securities (1)
5,310,719

 
30,467

 
2.29

 
4,913,122

 
24,763

 
2.02

Tax-exempt investment securities (1)(2)
1,030,743

 
9,090

 
3.53

 
812,305

 
8,515

 
4.19

Loans held for sale
47,846

 
723

 
6.03

 
139,693

 
2,091

 
5.97

Loans and leases (2)(3)
21,774,929

 
260,590

 
4.75

 
20,654,316

 
232,998

 
4.48

Total interest-earning assets (2)
28,210,825

 
301,215

 
4.24

 
26,637,038

 
268,687

 
4.01

Cash and due from banks
367,764

 
 
 
 
 
374,542

 
 
 
 
Allowance for credit losses
(180,387
)
 
 
 
 
 
(169,283
)
 
 
 
 
Premises and equipment
323,682

 
 
 
 
 
334,870

 
 
 
 
Other assets
3,680,919

 
 
 
 
 
3,733,497

 
 
 
 
Total assets
$
32,402,803

 
 
 
 
 
$
30,910,664

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
9,324,789

 
16,492

 
0.70

 
$
9,376,003

 
9,338

 
0.40

Savings
2,573,673

 
1,636

 
0.25

 
2,480,626

 
792

 
0.13

Certificates and other time
5,256,660

 
20,047

 
1.51

 
3,812,916

 
8,857

 
0.92

Short-term borrowings
3,863,563

 
19,576

 
2.00

 
4,394,106

 
14,387

 
1.29

Long-term borrowings
627,524

 
5,277

 
3.34

 
658,495

 
4,909

 
2.96

Total interest-bearing liabilities
21,646,209

 
63,028

 
1.15

 
20,722,146

 
38,283

 
0.73

Non-interest-bearing demand
5,966,581

 
 
 
 
 
5,527,180

 
 
 
 
Other liabilities
274,005

 
 
 
 
 
234,358

 
 
 
 
Total liabilities
27,886,795

 
 
 
 
 
26,483,684

 
 
 
 
Stockholders’ equity
4,516,008

 
 
 
 
 
4,426,980

 
 
 
 
Total liabilities and stockholders’ equity
$
32,402,803

 
 
 
 
 
$
30,910,664

 
 
 
 
Excess of interest-earning assets over interest-bearing liabilities
$
6,564,616

 
 
 
 
 
$
5,914,892

 
 
 
 
Net interest income (FTE) (2)
 
 
238,187

 
 
 
 
 
230,404

 
 
Tax-equivalent adjustment
 
 
(3,400
)
 
 
 
 
 
(5,173
)
 
 
Net interest income
 
 
$
234,787

 
 
 
 
 
$
225,231

 
 
Net interest spread
 
 
 
 
3.09
%
 
 
 
 
 
3.28
%
Net interest margin (2)
 
 
 
 
3.36
%
 
 
 
 
 
3.44
%
(1)
The average balances and yields earned on securities are based on historical cost.
(2)
The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35% in 2017. The yield on earning assets and the net interest margin are presented on an FTE basis. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
(3)
Average balances include non-accrual loans. Loans and leases consist of average total loans less average unearned income.

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Net Interest Income
Net interest income on an FTE basis (non-GAAP) increased $7.8 million, or 3.4%, from $230.4 million for the third quarter of 2017 to $238.2 million for the third quarter of 2018. Average interest-earning assets of $28.2 billion increased $1.6 billion, or 5.9%, and average interest-bearing liabilities of $21.6 billion increased $924.1 million, or 4.5%, from 2017, due to organic growth in loans and deposits. The sale of Regency, which included $132 million of direct installment loans, closed on August 31, 2018. Our net interest margin FTE (non-GAAP) was 3.36% for the third quarter of 2018, compared to 3.44% for the same period of 2017, reflecting a 3 basis point decrease in the FTE adjustment related to the impact of tax reform combined with the effect of the sale of Regency, which contributed 8 basis points to the margin in the third quarter of 2018 compared to 13 basis points in the third quarter of 2017. The Federal Open Market Committee has increased the target Fed Funds rate by 100 basis points between September 30, 2017 and September 30, 2018.
The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the three months ended September 30, 2018, compared to the three months ended September 30, 2017:
TABLE 4
 
(in thousands)
Volume
 
Rate
 
Net
Interest Income (1)
 
 
 
 
 
Interest-bearing deposits with banks
$
(193
)
 
$
218

 
$
25

Securities (2)
4,095

 
2,184

 
6,279

Loans held for sale
(1,375
)
 
7

 
(1,368
)
Loans and leases (2)
10,937

 
16,655

 
27,592

Total interest income (2)
13,464

 
19,064

 
32,528

Interest Expense (1)
 
 
 
 
 
Deposits:
 
 
 
 
 
Interest-bearing demand
78

 
7,076

 
7,154

Savings
264

 
580

 
844

Certificates and other time
4,442

 
6,748

 
11,190

Short-term borrowings
(1,766
)
 
6,955

 
5,189

Long-term borrowings
(213
)
 
581

 
368

Total interest expense
2,805

 
21,940

 
24,745

Net change (2)
$
10,659

 
$
(2,876
)
 
$
7,783

 
(1)
The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
(2)
Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35% in 2017. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
Interest income on an FTE basis (non-GAAP) of $301.2 million for the third quarter of 2018, increased $32.5 million or 12.1% from the same quarter of 2017, primarily due to increased interest-earning assets. During the third quarter of 2018, we recognized $5.9 million of incremental purchase accounting accretion and $1.5 million of cash recoveries, compared to $2.2 million and $4.3 million, respectively, in the third quarter of 2017. The increase in interest-earning assets was primarily driven by a $1.1 billion, or 5.4%, increase in average loans and leases, which reflects solid growth in the commercial and consumer loan portfolios. Average commercial loan growth totaled $545.1 million, or 4.2%, led by strong commercial activity in the Cleveland and Mid-Atlantic (Greater Baltimore-Washington D.C. markets) regions and continued growth in the equipment finance and asset-based lending businesses. Average consumer loan growth was $575.6 million, or 7.5%, as growth in indirect auto loans of $424.1 million, or 30.2%, and residential mortgage loans of $378.9 million, or 14.9%, was partially offset by declines in average direct installment loans of $82.2 million, or 4.2% and consumer lines of credit of $145.2 million, or 8.2%. Additionally, average securities increased $616.0 million, or 10.8%, as we took advantage of higher interest rates. The yield on

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average interest-earning assets (non-GAAP) increased 23 basis points from the third quarter of 2017 to 4.24% for the third quarter of 2018.
Interest expense of $63.0 million for the third quarter of 2018 increased $24.7 million, or 64.6%, from the same quarter of 2017, due to an increase in rates paid on average interest-bearing liabilities and growth in average interest-bearing deposits over the same quarter of 2017. Average interest-bearing deposits increased $1.5 billion or 9.5%, while average non-interest-bearing deposits increased $439.4 million, or 7.9%. Organic growth in average time deposits, non-interest-bearing deposits, savings and money market balances was partially offset by a slight decline in interest checking accounts. The growth in non-interest-bearing deposits reflected successful efforts to attract new and larger corporate customers across our footprint. Average short-term borrowings decreased $530.5 million, or 12.1%, primarily as a result of decreases of $390.3 million in short-term FHLB advances, $79.8 million in federal funds purchased, $46.0 million in customer repurchase agreements and $14.4 million in short-term subordinated notes. Average long-term borrowings decreased $31.0 million, or 4.7%, resulting from the maturity of certain long-term FHLB advances. The rate paid on interest-bearing liabilities increased 42 basis points to 1.15% for the third quarter of 2018, due to changes in the funding mix combined with the interest rate increases made by the Federal Open Market Committee between September 30, 2017 and September 30, 2018.

Provision for Credit Losses
The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed to absorb probable losses inherent in the loan and lease portfolio, after giving consideration to charge-offs and recoveries for the period. The following table presents information regarding the provision for credit losses and net charge-offs:
TABLE 5 
 
Three Months Ended
September 30,
 
$
 
%
(dollars in thousands)
2018
 
2017
 
Change
 
Change
Provision for credit losses:
 
 
 
 
 
 
 
Originated
$
14,853

 
$
17,175

 
$
(2,322
)
 
(13.5
)%
Acquired
1,122

 
(407
)
 
1,529

 
n/m

Total provision for credit losses
$
15,975

 
$
16,768

 
$
(793
)
 
(4.7
)%
Net loan charge-offs:
 
 
 
 
 
 
 
Originated
$
14,157

 
$
13,033

 
$
1,124

 
8.6
 %
Acquired
511

 
(582
)
 
1,093

 
n/m

Total net loan charge-offs
$
14,668

 
$
12,451

 
$
2,217

 
17.8
 %
Net loan charge-offs (annualized) / total average loans and leases
0.27
%
 
0.24
%
 
 
 
 
Net originated loan charge-offs (annualized) / total average originated loans and leases
0.33
%
 
0.37
%
 
 
 
 
n/m - not meaningful

The provision for credit losses of $16.0 million during the third quarter of 2018 was down 4.7% from the same period of 2017, primarily due to the decrease in non-performing loans and lower organic loan growth. Net loan charge-offs were $14.7 million, an increase of $2.2 million. Included in reported net charge-offs for the third quarter was $7.1 million, or 0.13%, for the mark to fair value on Regency loans prior to sale, with no associated provision impact. For additional information relating to the allowance and provision for credit losses, refer to the Allowance for Credit Losses section of this Management’s Discussion and Analysis.


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Non-Interest Income
The breakdown of non-interest income for the three months ended September 30, 2018 and 2017 is presented in the following table:
TABLE 6
 
Three Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Service charges
$
31,922

 
$
32,212

 
$
(290
)
 
(0.9
)%
Trust services
6,395

 
5,748

 
647

 
11.2

Insurance commissions and fees
5,001

 
5,029

 
(28
)
 
(0.6
)
Securities commissions and fees
4,491

 
4,038

 
453

 
11.2

Capital markets income
5,100

 
2,822

 
2,278

 
80.7

Mortgage banking operations
5,962

 
5,437

 
525

 
9.7

Bank owned life insurance
4,399

 
3,123

 
1,276

 
40.9

Net securities gains

 
2,777

 
(2,777
)
 
(100.0
)
Other
11,564

 
4,965

 
6,599

 
132.9

Total non-interest income
$
74,834

 
$
66,151

 
$
8,683

 
13.1
 %
Total non-interest income increased $8.7 million, to $74.8 million for the third quarter of 2018, a 13.1% increase from the same period of 2017. The variances in significant individual non-interest income items are further explained in the following paragraphs, with the overall increase reflecting the $5.1 million gain on the sale of Regency and continued growth in our fee-based businesses. Excluding this significant item influencing earnings, non-interest income increased $3.5 million, or 5.4%.
Trust services of $6.4 million for the third quarter of 2018 increased $0.6 million, or 11.2%, from the same period of 2017, primarily driven by strong organic revenue production. The market value of assets under management increased $656.6 million, or 14.7%, from September 30, 2017 to $5.3 billion at September 30, 2018, with the increase almost entirely attributable to organic growth.
Capital markets income of $5.1 million for the third quarter of 2018 increased $2.3 million, or 80.7%, from the same period of 2017, primarily attributable to higher levels of commercial swap activity across FNB's footprint, particularly in our North Carolina market.
Mortgage banking operations income of $6.0 million for the third quarter of 2018 increased $0.5 million, or 9.7%, from the same period of 2017. During the third quarter of 2018, we sold $322.2 million of originated residential mortgage loans, which was slightly lower than the $324.7 million for the same period of 2017. While we continue to see compressed margins due to competitive pressures for both retail and correspondent, we were able to increase income by improving the mix of retail loans sold versus correspondent loans. Retail loans have a greater gain on sale margin than correspondent loans. Additionally, $0.3 million of the increase in the third quarter of 2018 compared to the same period of 2017 was due to the income from continued growth in our mortgage servicing portfolio.
Income from BOLI of $4.4 million for the third quarter of 2018 increased $1.3 million, or 40.9%, from $3.1 million in the same period of 2017, primarily due to death benefits received.
Other non-interest income was $11.6 million and $5.0 million for the third quarter of 2018 and 2017, respectively. The increase was primarily due to the $5.1 million gain on the sale of Regency during the third quarter of 2018.

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The following table presents non-interest income excluding the significant item for the three months ended September 30, 2018 and 2017:
TABLE 7
 
Three Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Total non-interest income, as reported
$
74,834

 
$
66,151

 
$
8,683

 
13.1
%
Significant item:
 
 
 
 
 
 
 
   Gain on sale of subsidiary
(5,135
)
 

 
(5,135
)
 
 
Total non-interest income, excluding significant item(1)
$
69,699

 
$
66,151

 
$
3,548

 
5.4
%
(1) Non-GAAP

Non-Interest Expense
The breakdown of non-interest expense for the three months ended September 30, 2018 and 2017 is presented in the following table:
TABLE 8
 
Three Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Salaries and employee benefits
$
89,535

 
$
82,383

 
$
7,152

 
8.7
 %
Net occupancy
14,219

 
13,723

 
496

 
3.6

Equipment
13,593

 
13,711

 
(118
)
 
(0.9
)
Amortization of intangibles
3,805

 
4,805

 
(1,000
)
 
(20.8
)
Outside services
17,176

 
15,439

 
1,737

 
11.3

FDIC insurance
8,821

 
9,183

 
(362
)
 
(3.9
)
Bank shares and franchise taxes
3,237

 
2,814

 
423

 
15.0

Merger-related

 
1,381

 
(1,381
)
 
(100.0
)
Other
20,343

 
20,304

 
39

 
0.2

Total non-interest expense
$
170,729

 
$
163,743

 
$
6,986

 
4.3
 %
Total non-interest expense of $170.7 million for the third quarter of 2018 increased $7.0 million, a 4.3% increase from the same period of 2017. The variances in the individual non-interest expense items are further explained in the following paragraphs.
Salaries and employee benefits of $89.5 million for the third quarter of 2018 increased $7.2 million, or 8.7%, from the same period of 2017, primarily as a result of employees added in our expanded operations in our southeastern markets, combined with increasing the minimum wage for FNB hourly employees in response to tax reform and normal merit increases during 2018.
Amortization of intangibles expense of $3.8 million for the third quarter of 2018 decreased $1.0 million, or 20.8%, from the third quarter of 2017, due to the completion of amortization for a core deposit intangible from a prior acquisition.
Outside services expense of $17.2 million for the third quarter of 2018 increased $1.7 million, or 11.3%, from the same period of 2017, primarily due to increases of $1.0 million in legal expense, $0.4 million in data processing and information technology services, and $0.3 million in consulting fees, combined with other various miscellaneous increases.

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The following table presents non-interest expense excluding significant items for the three months ended September 30, 2018 and 2017:
TABLE 9
 
Three Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Total non-interest expense, as reported
$
170,729

 
$
163,743

 
$
6,986

 
4.3
%
Significant items:
 
 
 
 
 
 
 
   Merger-related

 
(1,381
)
 
1,381

 
 
Total non-interest expense, excluding significant items(1)
$
170,729

 
$
162,362

 
$
8,367

 
5.2
%
(1) Non-GAAP

Income Taxes
The following table presents information regarding income tax expense and certain tax rates:
TABLE 10
 
Three Months Ended
September 30,
(dollars in thousands)
2018
 
2017
Income tax expense
$
22,154

 
$
33,178

Effective tax rate
18.0
%
 
29.9
%
Statutory tax rate
21.0
%
 
35.0
%
Both periods’ tax rates are lower than the federal statutory tax rates of 21% in 2018 and 35% in 2017, due to the tax benefits primarily resulting from tax-exempt income on investments and loans, tax credits and income from BOLI. Additionally, in the third quarter of 2018, we recorded a net favorable adjustment of $1.9 million to our provisional deferred tax remeasurement related to the TCJA. The effective tax rate for the current quarter reflects the 21% federal statutory tax and the recording of the final adjustments to the provisional deferred tax remeasurement, while the year-ago quarter was impacted by elevated tax credit recognition. The lower statutory corporate tax rate in 2018 is partially offset by changes to the deductibility of certain items such as FDIC insurance premiums.

Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017
Net income available to common stockholders for the nine months ended September 30, 2018 was $266.7 million or $0.82 per diluted common share, compared to $169.0 million or $0.57 per diluted common share for the nine months ended September 30, 2017. The first nine months of 2018 included the impact of costs related to branch consolidations of $6.6 million, gain on the sale of Regency of $5.1 million and a $0.9 million discretionary 401(k) contribution made following tax reform. Of the $6.6 million of branch consolidation costs, $3.8 million was included in non-interest expense and $3.7 million was reflected as a loss on fixed assets reducing non-interest income. The first nine months of 2017 included $2.6 million of merger-related net securities gains and merger-related expense of $55.5 million. Operating earnings per diluted common share (non-GAAP) was $0.82 for the first nine months of 2018 compared to $0.69 for the nine months ended September 30, 2017. The effective tax rate for the first nine months of 2018 was 19.0%, compared to 28.4% in the first nine months of 2017. The first nine months of 2018 was impacted by the TCJA, including a change to a 21% statutory rate, while the first nine months of 2017 was impacted by merger-related expenses. Average diluted common shares outstanding increased 29.0 million shares, or 9.8%, to 325.7 million shares for the first nine months of 2018, primarily as a result of the YDKN acquisition, for which we issued 111.6 million shares on March 11, 2017. The major categories of the Income Statement and their respective impact to the increase (decrease) in net income are presented in the following table:

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TABLE 11
 
Nine Months Ended
September 30,
 
$
 
%
(in thousands, except per share data)
2018
 
2017
 
Change
 
Change
Net interest income
$
700,247

 
$
616,398

 
$
83,849

 
13.6
 %
Provision for credit losses
46,024

 
44,374

 
1,650

 
3.7

Non-interest income
207,226

 
187,345

 
19,881

 
10.6

Non-interest expense
524,825

 
515,012

 
9,813

 
1.9

Income taxes
63,893

 
69,279

 
(5,386
)
 
(7.8
)
Net income
272,731

 
175,078

 
97,653

 
55.8

Less: Preferred stock dividends
6,030

 
6,030

 

 

Net income available to common stockholders
$
266,701

 
$
169,048

 
$
97,653

 
57.8
 %
Earnings per common share – Basic
$
0.82

 
$
0.57

 
$
0.25

 
43.9
 %
Earnings per common share – Diluted
0.82

 
0.57

 
0.25

 
43.9

Cash dividends per common share
0.36

 
0.36

 

 

The following table presents selected financial ratios and other relevant data used to analyze our performance:
TABLE 12
 
Nine Months Ended
September 30,
 
2018
 
2017
Return on average equity
8.16
%
 
5.93
%
Return on average tangible common equity (2)
18.22
%
 
13.10
%
Return on average assets
1.14
%
 
0.82
%
Return on average tangible assets (2)
1.27
%
 
0.93
%
Book value per common share (1)
$
13.62

 
$
13.39

Tangible book value per common share (1) (2)
$
6.44

 
$
6.12

Equity to assets (1)
13.87
%
 
14.25
%
Tangible equity to tangible assets (1) (2)
7.25
%
 
7.24
%
Common equity to assets (1)
13.54
%
 
13.91
%
Tangible common equity to tangible assets (1) (2)
6.89
%
 
6.87
%
Average equity to average assets
13.99
%
 
13.86
%
Dividend payout ratio
44.05
%
 
61.27
%
(1) Period-end
(2) Non-GAAP

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The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:
TABLE 13          
 
Nine Months Ended September 30,
 
2018
 
2017
(dollars in thousands)
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Rate
 
Average
Balance
 
Interest
Income/
Expense
 
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
$
65,882

 
$
972

 
1.97
%
 
$
97,122

 
$
660

 
0.91
%
Federal funds sold

 

 

 
1,509

 
9

 
0.72

Taxable investment securities (1)
5,192,707

 
86,341

 
2.22

 
4,773,606

 
72,373

 
2.02

Tax-exempt investment securities (1)(2)
992,781

 
26,095

 
3.50

 
666,469

 
20,833

 
4.17

Loans held for sale
53,404

 
2,401

 
6.00

 
82,254

 
3,960

 
6.43

Loans and leases (2) (3)
21,460,794

 
758,873

 
4.73

 
19,084,962

 
624,575

 
4.37

Total interest-earning assets (2)
27,765,568

 
874,682

 
4.21

 
24,705,922

 
722,410

 
3.91

Cash and due from banks
362,098

 
 
 
 
 
336,303

 
 
 
 
Allowance for credit losses
(181,154
)
 
 
 
 
 
(165,543
)
 
 
 
 
Premises and equipment
330,698

 
 
 
 
 
319,901

 
 
 
 
Other assets
3,674,471

 
 
 
 
 
3,274,305

 
 
 
 
Total assets
$
31,951,681

 
 
 
 
 
$
28,470,888

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
9,333,557

 
41,637

 
0.60

 
$
8,703,870

 
22,426

 
0.34

Savings
2,576,869

 
4,164

 
0.22

 
2,495,632

 
1,954

 
0.10

Certificates and other time
4,904,114

 
49,892

 
1.36

 
3,503,637

 
23,100

 
0.88

Short-term borrowings
3,981,880

 
53,192

 
1.78

 
3,831,883

 
32,020

 
1.11

Long-term borrowings
646,229

 
15,727

 
3.25

 
625,010

 
13,343

 
2.85

Total interest-bearing liabilities
21,442,649

 
164,612

 
1.02

 
19,160,032

 
92,843

 
0.65

Non-interest-bearing demand
5,780,770

 
 
 
 
 
5,140,016

 
 
 
 
Other liabilities
258,685

 
 
 
 
 
225,219

 
 
 
 
Total liabilities
27,482,104

 
 
 
 
 
24,525,267

 
 
 
 
Stockholders’ equity
4,469,577

 
 
 
 
 
3,945,621

 
 
 
 
Total liabilities and stockholders’ equity
$
31,951,681

 
 
 
 
 
$
28,470,888

 
 
 
 
Excess of interest-earning assets over interest-bearing liabilities
$
6,322,919

 
 
 
 
 
$
5,545,890

 
 
 
 
Net interest income (FTE) (2)
 
 
710,070

 
 
 
 
 
629,567

 
 
Tax-equivalent adjustment
 
 
(9,823
)
 
 
 
 
 
(13,169
)
 
 
Net interest income
 
 
$
700,247

 
 
 
 
 
$
616,398

 
 
Net interest spread
 
 
 
 
3.19
%
 
 
 
 
 
3.26
%
Net interest margin (2)
 
 
 
 
3.42
%
 
 
 
 
 
3.41
%
(1)
The average balances and yields earned on securities are based on historical cost.
(2)
The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35% in 2017. The yield on earning assets and the net interest margin are presented on an FTE basis. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
(3)
Average balances include non-accrual loans. Loans and leases consist of average total loans less average unearned income.

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Net Interest Income
Net interest income on an FTE basis (non-GAAP) increased $80.5 million, or 12.8%, from $629.6 million for the first nine months of 2017 to $710.1 million for the first nine months of 2018. Average interest-earning assets of $27.8 billion increased $3.1 billion or 12.4% and average interest-bearing liabilities of $21.4 billion increased $2.3 billion or 11.9% from the first nine months of 2017 due to our expanded banking footprint in our southeastern markets and organic growth in loans and deposits. Our net interest margin FTE (non-GAAP) was 3.42% for the first nine months of 2018, compared to 3.41% for the same period of 2017, reflecting higher yields on earning assets mostly offset by higher rates paid on deposits and borrowings. The Federal Open Market Committee has increased the target Fed Funds rate by 100 basis points between September 30, 2017 and September 30, 2018.
The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017:
TABLE 14
(in thousands)
Volume
 
Rate
 
Net
Interest Income (1)
 
 
 
 
 
Interest-bearing deposits with banks
$
(213
)
 
$
525

 
$
312

Federal funds sold
(4
)
 
(5
)
 
(9
)
Securities (2)
15,205

 
4,025

 
19,230

Loans held for sale
(1,355
)
 
(204
)
 
(1,559
)
Loans and leases (2)
77,338

 
56,960

 
134,298

Total interest income (2)
90,971

 
61,301

 
152,272

Interest Expense (1)
 
 
 
 
 
Deposits:
 
 
 
 
 
Interest-bearing demand
2,342

 
16,869

 
19,211

Savings
402

 
1,808

 
2,210

Certificates and other time
11,635

 
15,157

 
26,792

Short-term borrowings
1,434

 
19,738

 
21,172

Long-term borrowings
583

 
1,801

 
2,384

Total interest expense
16,396

 
55,373

 
71,769

Net change (2)
$
74,575

 
$
5,928

 
$
80,503


(1)
The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
(2)
Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% in 2018 and 35% in 2017. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
Interest income on an FTE basis (non-GAAP) of $874.7 million for the first nine months of 2018, increased $152.3 million or 21.1% from the same quarter of 2017, primarily due to increased interest-earning assets. During the first nine months of 2018, we recognized $16.5 million of incremental purchase accounting accretion and $12.8 million of cash recoveries, compared to $5.7 million and $5.8 million, respectively, in the first nine months of 2017. The increase in interest-earning assets was primarily driven by a $2.4 billion or 12.4% increase in average loans and leases, which reflects the benefit of our expanded banking footprint and successful sales management, and includes $1.1 billion or 5.4% of organic growth. Additionally, average securities increased $745.4 million or 13.7%, primarily as a result of the securities portfolio acquired from YDKN and the subsequent repositioning of that portfolio. The yield on average interest-earning assets (non-GAAP) increased 30 basis points from the first nine months of 2017 to 4.21% for the first nine months of 2018. The 30 basis point increase in earning asset yields was driven by an increase in yields in both investments and loans including higher purchase accounting accretion and cash recoveries on acquired loans.  

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Interest expense of $164.6 million for the first nine months of 2018 increased $71.8 million, or 77.3%, from the same quarter of 2017 due to an increase in rates paid and growth in average interest-bearing liabilities, as interest-bearing deposits and borrowings increased over the same quarter of 2017. Average interest-bearing deposits increased $2.1 billion or 14.4%, which reflects the benefit of our expanded banking footprint in our southeastern markets and organic growth in transaction deposits. Average short-term borrowings increased $150.0 million or 3.9%, primarily as a result of an increase of $210.6 million in federal funds purchased, partially offset by decreases of $30.7 million in short-term FHLB borrowings and $27.7 million in customer repurchase agreements. Average long-term borrowings increased $21.2 million, or 3.4%, primarily as a result of increases of $16.4 million and $14.6 million in junior subordinated debt and subordinated debt, respectively, assumed in the YDKN transaction, partially offset by a decrease of $9.3 million in long-term FHLB borrowings. Subsequent to the close of the acquisition, we remixed the long–term position based on our funding needs. The rate paid on interest-bearing liabilities increased 37 basis points to 1.02% for the first nine months of 2018, due to the Federal Open Market Committee interest rate increases and changes in the funding mix.

Provision for Credit Losses
The following table presents information regarding the provision for credit losses and net charge-offs:
TABLE 15
 
Nine Months Ended
September 30,
 
$
 
%
(dollars in thousands)
2018
 
2017
 
Change
 
Change
Provision for credit losses:
 
 
 
 
 
 
 
Originated
$
44,659

 
$
46,050

 
$
(1,391
)
 
(3.0
)%
Acquired
1,365

 
(1,676
)
 
3,041

 
(181.4
)
Total provision for credit losses
$
46,024

 
$
44,374

 
$
1,650

 
3.7
 %
Net loan charge-offs:
 
 
 
 
 
 
 
Originated
$
40,030

 
$
33,607

 
$
6,423

 
19.1
 %
Acquired
3,493

 
(1,190
)
 
4,683

 
(393.5
)
Total net loan charge-offs
$
43,523

 
$
32,417

 
$
11,106

 
34.3
 %
Net loan charge-offs (annualized) / total average loans and leases
0.27
%
 
0.23
%
 
 
 
 
Net originated loan charge-offs (annualized) / total average originated loans and leases
0.33
%
 
0.33
%
 
 
 
 
The provision for credit losses of $46.0 million during the first nine months of 2018 increased $1.7 million from the same period of 2017, primarily due to an increase of $3.0 million in the provision for the acquired portfolio, partially offset by a decrease of $1.4 million in the provision for the originated portfolio, which was primarily attributable to lower non-performing loans during the first nine months of 2018 compared to the year-ago period. Net loan charge-offs of $43.5 million for the first nine months of 2018 increased $11.1 million from the year-ago period, primarily due to $13.4 million, or 8 basis points, relating to both the sale of a small portfolio of non-performing loans in the second quarter of 2018 and the sale of Regency in the third quarter of 2018. Both actions had no associated provision expense. For additional information relating to the allowance and provision for credit losses, refer to the Allowance for Credit Losses section of this Management’s Discussion and Analysis.


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Non-Interest Income
The breakdown of non-interest income for the nine months ended September 30, 2018 and 2017 is presented in the following table:
TABLE 16
 
Nine Months Ended
September 30,
 
$
 
%
(dollars in thousands)
2018
 
2017
 
Change
 
Change
Service charges
$
93,113

 
$
88,883

 
$
4,230

 
4.8
 %
Trust services
19,312

 
17,210

 
2,102

 
12.2

Insurance commissions and fees
14,703

 
14,517

 
186

 
1.3

Securities commissions and fees
13,336

 
11,548

 
1,788

 
15.5

Capital markets income
16,168

 
11,673

 
4,495

 
38.5

Mortgage banking operations
17,431

 
14,400

 
3,031

 
21.0

Bank owned life insurance
10,761

 
8,368

 
2,393

 
28.6

Net securities gains
31

 
5,895

 
(5,864
)
 
(99.5
)
Other
22,371

 
14,851

 
7,520

 
50.6

Total non-interest income
$
207,226

 
$
187,345

 
$
19,881

 
10.6
 %
Total non-interest income increased $19.9 million, to $207.2 million for the first nine months of 2018, a 10.6% increase from the same period of 2017. The variances in significant individual non-interest income items are further explained in the following paragraphs. Excluding the $5.1 million gain on the sale of Regency and $3.7 million loss on fixed assets related to branch consolidations in 2018 and the $2.6 million merger-related net securities gains in 2017, non-interest income increased $21.0 million, or 11.4%, attributable to the expanded operations in North and South Carolina and continued growth of our fee-based businesses of wealth management, capital markets, mortgage banking and insurance.
Service charges on loans and deposits of $93.1 million for the first nine months of 2018 increased $4.2 million, or 4.8%, from the same period of 2017. The increase was driven by the expanded customer base in our southeastern markets, combined with organic growth in loans and deposit accounts.
Trust services of $19.3 million for the first nine months of 2018 increased $2.1 million, or 12.2%, from the same period of 2017 primarily driven by strong organic revenue production. The market value of assets under management increased $656.6 million, or 14.7%, to $5.3 billion from September 30, 2017 to September 30, 2018, with the increase almost entirely attributable to organic growth in accounts and services.
Securities commissions and fees of $13.3 million for the first nine months of 2018 increased 15.5% from the same period of 2017. This increase reflects the benefit of expanded operations in our southeastern markets and increased brokerage activity.
Capital markets income of $16.2 million for the first nine months of 2018 increased $4.5 million or 38.5% from $11.7 million for 2017, reflecting continued solid contributions from commercial swap activity across our footprint, combined with increased syndication fees and international banking activity.
Mortgage banking operations income of $17.4 million for the first nine months of 2018 increased $3.0 million, or 21.0%, from the same period of 2017. During the first nine months of 2018, we sold $891.9 million of residential mortgage loans, a 27.3% increase compared to $700.5 million for the same period of 2017. However, sold loan margins have been lower in both retail and correspondent loans due to competitive pressure and the mix of loans sold.
Income from BOLI of $10.8 million for the first nine months of 2018 increased $2.4 million, or 28.6%, from $8.4 million in the same period of 2017, due to investing in new policies during the third and fourth quarters of 2017 and death benefits received.
Net securities gains were $0.03 million for the first nine months of 2018, compared to $5.9 million for the first nine months of 2017. The gains in 2017 related to the sale of certain acquired YDKN securities after the closing of the acquisition.

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Other non-interest income was $22.4 million and $14.9 million for the first nine months of 2018 and 2017, respectively. During the first nine months of 2018, dividends on non-marketable equity securities increased $4.8 million, gains on the sale of repossessed assets increased $1.4 million and SBA loan gain on sale and servicing-related income increased $1.0 million compared to the year-ago period and we recognized a $5.1 million gain on the sale of Regency. These items were partially offset by a $3.7 million loss on fixed assets recorded in 2018 related to the branch consolidations.
The following table presents non-interest income excluding significant items for the first nine months ended September 30, 2018 and 2017:
TABLE 17
 
Nine Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Total non-interest income, as reported
$
207,226

 
$
187,345

 
$
19,881

 
10.6
%
Significant items:
 
 
 
 
 
 
 
   Gain on sale of subsidiary
(5,135
)
 

 
(5,135
)
 
 
   Loss on fixed assets related to branch consolidations
3,677

 

 
3,677

 
 
   Merger-related net securities gains

 
(2,609
)
 
2,609

 
 
Total non-interest income, excluding significant items(1)
$
205,768

 
$
184,736

 
$
21,032

 
11.4
%
(1) Non-GAAP

Non-Interest Expense
The breakdown of non-interest expense for the nine months ended September 30, 2018 and 2017 is presented in the following table:
TABLE 18
 
Nine Months Ended
September 30,
 
$
 
%
(dollars in thousands)
2018
 
2017
 
Change
 
Change
Salaries and employee benefits
$
277,532

 
$
240,860

 
$
36,672

 
15.2
 %
Net occupancy
45,936

 
39,132

 
6,804

 
17.4

Equipment
41,241

 
35,761

 
5,480

 
15.3

Amortization of intangibles
11,834

 
12,716

 
(882
)
 
(6.9
)
Outside services
48,946

 
41,965

 
6,981

 
16.6

FDIC insurance
26,822

 
23,946

 
2,876

 
12.0

Bank shares and franchise taxes
9,929

 
8,536

 
1,393

 
16.3

Merger-related

 
55,459

 
(55,459
)
 
(100.0
)
Other
62,585

 
56,637

 
5,948

 
10.5

Total non-interest expense
$
524,825

 
$
515,012

 
$
9,813

 
1.9
 %
Total non-interest expense of $524.8 million for the first nine months of 2018 increased $9.8 million, a 1.9% increase from the same period of 2017. Excluding significant items influencing earnings of $3.8 million, non-interest expense increased $61.5 million or 13.4%. The variances in the individual non-interest expense items are further explained in the following paragraphs, with most increases relating at least partially to costs associated with expanded operations from the acquisition of YDKN in March of 2017 and $2.9 million of branch consolidation costs in the first nine months of 2018, compared to merger-related expenses of $55.5 million in the same period of 2017.
Salaries and employee benefits of $277.5 million for the first nine months of 2018 increased $36.7 million or 15.2% from the same period of 2017. The increase was primarily due to employees added in our expanded operations in our southeastern markets and increasing the minimum wage for FNB hourly employees in response to tax reform, combined with 2018 merit increases and higher benefit costs including items such as a large medical insurance claim of $2.6 million, restricted stock

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awards, a $1.0 million payroll tax rate adjustment plus a discretionary 401(k) contribution of $0.9 million following tax reform in 2018.
Net occupancy and equipment expense of $87.2 million for the first nine months of 2018 increased $12.3 million, or 16.4%, from the same period of 2017, primarily due to our expanded operations in our southeastern markets, branch consolidation costs of $2.9 million and our continued investment in new technology. The increased technology costs include upgrades to meet customer needs via the utilization of electronic delivery channels, such as online and mobile banking, investment in infrastructure to support our larger company and expenditures deemed necessary by management to maintain proficiency and compliance with regulatory requirements.
Outside services expense of $48.9 million for the first nine months of 2018 increased $7.0 million, or 16.6%, from the same period of 2017, primarily due to increases of $2.3 million in legal expense, $1.2 million in data processing and information technology services and $1.0 million in security services, combined with various other miscellaneous increases. These increases were driven primarily by the expanded operations in our southeastern markets.
FDIC insurance of $26.8 million for the first nine months of 2018 increased $2.9 million, or 12.0%, from the same period of 2017, primarily due to a higher assessment base in 2018 resulting from merger and acquisition activity in 2017, combined with growth in loans.
Bank shares and franchise tax expense of $9.9 million for the first nine months of 2018 increased $1.4 million, or 16.3%, from $8.5 million in the first nine months of 2017, primarily due to an increase in our capital base from the YDKN acquisition.
Other non-interest expense was $62.6 million and $56.6 million for the first nine months of 2018 and 2017, respectively. During the first nine months of 2018, loan-related expense increased by $3.3 million, OREO increased by $1.7 million, marketing expense increased by $1.6 million, historic and other tax credit investments expense increased by $0.5 million and telephone expense increased by $0.4 million. These increases were primarily related to the expanded operations in North and South Carolina and branch consolidation activities. Other non-interest expense for the 2018 period also included branch consolidation costs of $2.9 million.
The following table presents non-interest expense excluding significant items for the nine months ended September 30, 2018 and 2017:
TABLE 19
 
Nine Months Ended
September 30,
 
$
 
%
(in thousands)
2018
 
2017
 
Change
 
Change
Total non-interest expense, as reported
$
524,825

 
$
515,012

 
$
9,813

 
1.9
%
Significant items:
 
 
 
 
 
 
 
   Discretionary 401(k) contribution
(874
)
 

 
(874
)
 
 
   Branch consolidations - salaries and benefits
(45
)
 

 
(45
)
 
 
   Branch consolidations - occupancy and equipment
(1,609
)
 

 
(1,609
)
 
 
   Branch consolidations - other
(1,285
)
 

 
(1,285
)
 
 
   Merger-related

 
(55,459
)
 
55,459

 
 
Total non-interest expense, excluding significant items(1)
$
521,012

 
$
459,553

 
$
61,459

 
13.4
%
(1) Non-GAAP


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Income Taxes
The following table presents information regarding income tax expense and certain tax rates:
TABLE 20
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
Income tax expense
$
63,893

 
$
69,279

Effective tax rate
19.0
%
 
28.4
%
Statutory tax rate
21.0
%
 
35.0
%
Both periods’ tax rates are lower than the federal statutory tax rates of 21% in 2018 and 35% in 2017, due to the tax benefits primarily resulting from tax-exempt income on investments and loans, tax credits and income from BOLI. Additionally, in 2018, we recorded a net favorable adjustment of $1.9 million to our provisional deferred tax remeasurement related to the TCJA. The effective tax rate in the first nine months of 2018 was impacted by the TCJA, including a change to a 21% federal statutory rate and the recording of final adjustments to the provisional deferred tax remeasurement, while the year-ago period was impacted by merger-related expenses. The lower statutory corporate tax rate in 2018 is partially offset by changes to the deductibility of certain items such as FDIC insurance premiums.

FINANCIAL CONDITION
The following table presents our condensed Consolidated Balance Sheets:
TABLE 21
(dollars in thousands)
September 30,
2018
 
December 31,
2017
 
$
Change
 
%
Change
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
437,853

 
$
479,443

 
$
(41,590
)
 
(8.7
)%
Securities
6,505,239

 
6,006,830

 
498,409

 
8.3

Loans held for sale
42,083

 
92,891

 
(50,808
)
 
(54.7
)
Loans and leases, net
21,661,522

 
20,823,386

 
838,136

 
4.0

Goodwill and other intangibles
2,329,831

 
2,341,263

 
(11,432
)
 
(0.5
)
Other assets
1,641,067

 
1,673,822

 
(32,755
)
 
(2.0
)
Total Assets
$
32,617,595

 
$
31,417,635

 
$
1,199,960

 
3.8
 %
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
Deposits
$
23,499,986

 
$
22,399,725

 
$
1,100,261

 
4.9
 %
Borrowings
4,306,429

 
4,346,510

 
(40,081
)
 
(0.9
)
Other liabilities
286,316

 
262,206

 
24,110

 
9.2

Total liabilities
28,092,731

 
27,008,441

 
1,084,290

 
4.0

Stockholders’ equity
4,524,864

 
4,409,194

 
115,670

 
2.6

Total Liabilities and Stockholders’ Equity
$
32,617,595

 
$
31,417,635

 
$
1,199,960

 
3.8
 %


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Table of Contents     

Non-Performing Assets
Following is a summary of total non-performing loans and leases, by class:
TABLE 22
(in thousands)
September 30,
2018
 
December 31, 2017
 
$
Change
 
%
Change
Commercial real estate
$
23,991

 
$
31,399

 
$
(7,408
)
 
(23.6
)%
Commercial and industrial
32,142

 
22,740

 
9,402

 
41.3

Commercial leases
5,526

 
1,574

 
3,952

 
251.1

Other
1,000

 
1,000

 

 

Total commercial loans and leases
62,659

 
56,713

 
5,946

 
10.5

Direct installment
14,657

 
16,725

 
(2,068
)
 
(12.4
)
Residential mortgages
16,007

 
16,409

 
(402
)
 
(2.4
)
Indirect installment
2,263

 
2,435

 
(172
)
 
(7.1
)
Consumer lines of credit
6,635

 
5,834

 
801

 
13.7

Total consumer loans
39,562

 
41,403

 
(1,841
)
 
(4.4
)
Total non-performing loans and leases
$
102,221

 
$
98,116

 
$
4,105

 
4.2
 %
Non-performing assets decreased $0.8 million, from $138.7 million at December 31, 2017 to $137.9 million at September 30, 2018. This reflects decreases of $4.9 million in OREO and $1.2 million in TDRs, partially offset by an increase of $5.3 million in non-accrual loans. The decrease in OREO was primarily attributable to the sale of two commercial properties totaling $2.4 million during the first nine months of 2018. The decrease in TDRs is related to the sale of the Regency portfolio, which resulted in a decrease of $2.7 million in TDRs. The increase in non-accrual loans is attributable to the migration of a few commercial loans, partially offset by the commercial note sale that occurred during the second quarter of 2018.


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Table of Contents     

Following is a summary of performing, non-performing and non-accrual TDRs, by class:

TABLE 23
(in thousands)
Performing
 
Non-
Performing
 
Non-
Accrual
 
Total
Originated
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
Commercial real estate
$

 
$
105

 
$
2,174

 
$
2,279

Commercial and industrial

 
567

 
106

 
673

Total commercial loans

 
672

 
2,280

 
2,952

Direct installment
10,735

 
6,701

 
3,746

 
21,182

Residential mortgages
4,172

 
9,897

 
1,741

 
15,810

Indirect installment

 

 
8

 
8

Consumer lines of credit
2,056

 
1,790

 
846

 
4,692

Total consumer loans
16,963

 
18,388

 
6,341

 
41,692

Total TDRs
$
16,963

 
$
19,060

 
$
8,621

 
$
44,644

December 31, 2017
 
 
 
 
 
 
 
Commercial real estate
$
92

 
$

 
$
3,870

 
$
3,962

Commercial and industrial
3,085

 

 
601

 
3,686

Total commercial loans
3,177

 

 
4,471

 
7,648

Direct installment
10,890

 
7,758

 
3,197

 
21,845

Residential mortgages
3,659

 
10,638

 
2,161

 
16,458

Indirect installment

 
195

 
14

 
209

Consumer lines of credit
1,812

 
1,582

 
629

 
4,023

Total consumer loans
16,361

 
20,173

 
6,001

 
42,535

Total TDRs
$
19,538

 
$
20,173

 
$
10,472

 
$
50,183

Acquired
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
Commercial real estate
$

 
$
2,613

 
$
43

 
$
2,656

Commercial and industrial

 

 
35

 
35

Total commercial loans

 
2,613

 
78

 
2,691

Direct installment

 
68

 

 
68

Residential mortgages

 

 

 

Indirect installment

 

 

 

Consumer lines of credit
67

 
581

 
13

 
661

Total consumer loans
67

 
649

 
13

 
729

Total TDRs
$
67

 
$
3,262

 
$
91

 
$
3,420

December 31, 2017
 
 
 
 
 
 
 
Commercial real estate
$

 
$
2,651

 
$

 
$
2,651

Commercial and industrial

 

 

 

Total commercial loans

 
2,651

 

 
2,651

Direct installment
15

 
71

 

 
86

Residential mortgages

 

 

 

Indirect installment

 

 

 

Consumer lines of credit
251

 
586

 
234

 
1,071

Total consumer loans
266

 
657

 
234

 
1,157

Total TDRs
$
266

 
$
3,308

 
$
234

 
$
3,808


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Table of Contents     

Allowance for Credit Losses
The allowance for credit losses of $177.9 million at September 30, 2018 increased $2.5 million, or 1.4%, from December 31, 2017, primarily in support of growth in originated loans and leases and a small increase in originated criticized commercial loans. The provision for credit losses during the nine months ended September 30, 2018 was $46.0 million, which covered net charge-offs and supported organic loan growth. The amount of provision expense that resulted from the small increase in originated criticized commercial loans was offset by a provision benefit received through a decline in overall delinquency levels in the third quarter of 2018. Net charge-offs were $43.5 million during the nine months ended September 30, 2018, compared to $32.4 million during the nine months ended September 30, 2017, with the increase primarily due to $13.4 million, or 8 basis points, relating to the sale of a small portfolio of non-performing loans in the second quarter of 2018 and the sale of Regency in the third quarter of 2018. The allowance for credit losses as a percentage of non-performing loans for the total portfolio decreased from 179% as of December 31, 2017 to 174% as of September 30, 2018, reflecting a larger increase in the level of non-performing loans relative to the increase in the allowance for credit losses during the nine-month period.
Following is a summary of supplemental statistical ratios pertaining to our originated loans and leases portfolio. The originated loans and leases portfolio excludes loans acquired at fair value and accounted for in accordance with ASC 805, Business Combinations. Also see Note 5, Loans and Leases, of the Notes to Consolidated Financial Statements (Unaudited).
TABLE 24
 
At or For the Three Months Ended
 
September 30,
2018
 
December 31,
2017
 
September 30,
2017
Non-performing loans / total originated loans and leases
0.54
%
 
0.57
%
 
0.69
%
Non-performing loans + OREO / total originated loans and leases + OREO
0.73
%
 
0.81
%
 
0.91
%
Allowance for credit losses (originated loans) / total originated loans and leases
1.00
%
 
1.10
%
 
1.12
%
Net charge-offs on originated loans and leases (annualized) / total average originated loans and leases
0.33
%
 
0.35
%
 
0.37
%

Deposits
As a bank holding company, our primary source of funds is deposits. These deposits are provided by businesses, municipalities and individuals located within the markets served by our Community Banking segment.
Following is a summary of deposits:
TABLE 25
(in thousands)
September 30,
2018
 
December 31, 2017
 
$
Change
 
%
Change
Non-interest-bearing demand
$
6,018,852

 
$
5,720,030

 
$
298,822

 
5.2
 %
Interest-bearing demand
9,519,704

 
9,571,038

 
(51,334
)
 
(0.5
)
Savings
2,513,679

 
2,488,178

 
25,501

 
1.0

Certificates and other time deposits
5,447,751

 
4,620,479

 
827,272

 
17.9

Total deposits
$
23,499,986

 
$
22,399,725

 
$
1,100,261

 
4.9
 %
Total deposits increased from December 31, 2017, primarily as a result of growth in non-interest-bearing demand balances and certificates and other time deposits. The growth reflects heightened deposit-gathering efforts focused on attracting new customer relationships through targeted promotional interest rates on 13-month, 19-month and 25-month certificates of deposit, combined with deepening relationships with existing customers through internal lead generation efforts. Relationship-based transaction deposits, which are comprised of demand (non-interest-bearing and interest-bearing) and savings accounts (including money market savings), also increased in total over this period. Generating growth in these deposits remains a key focus for us and will help us manage to lower levels of short-term borrowings.


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Table of Contents     

Capital Resources and Regulatory Matters
The access to, and cost of, funding for new business initiatives, including acquisitions, the ability to engage in expanded business activities, the ability to pay dividends and the level and nature of regulatory oversight depend, in part, on our capital position.
The assessment of capital adequacy depends on a number of factors such as expected organic growth in the Balance Sheet, asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.
In accordance with the terms of our merger with Yadkin Financial Corporation, we issued 111,619,622 shares of our common stock on March 11, 2017.
We have an effective shelf registration statement filed with the SEC. Pursuant to this registration statement, we may, from time to time, issue and sell in one or more offerings any combination of common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts or units.
Capital management is a continuous process, with capital plans and stress testing for FNB and FNBPA updated at least annually. These capital plans include assessing the adequacy of expected capital levels assuming various scenarios by projecting capital needs for a forecast period of 2-3 years beyond the current year. From time to time, we issue shares initially acquired by us as treasury stock under our various benefit plans. We may continue to grow through acquisitions, which can potentially impact our capital position. We may issue additional preferred or common stock in order to maintain our well-capitalized status.
FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies (see discussion under “Enhanced Regulatory Capital Standards”). Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and minimum leverage ratio (as defined). Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future merger and acquisition activity. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FNB and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. FNB’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
As of September 30, 2018, the most recent notification from the federal banking agencies categorized FNB and FNBPA as “well-capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since the notification which management believes have changed this categorization. Our management believes that, as of September 30, 2018 and December 31, 2017, FNB and FNBPA met all “well-capitalized” requirements to which each of them was subject.








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Following are the capital amounts and related ratios as of September 30, 2018 and December 31, 2017 for FNB and FNBPA:
TABLE 26
 
Actual
 
Well-Capitalized
Requirements
 
Minimum Capital
Requirements plus Capital Conservation Buffer
(dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
F.N.B. Corporation
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,813,920

 
11.5
%
 
$
2,456,625

 
10.0
%
 
$
2,425,917

 
9.9
%
Tier 1 capital
2,337,416

 
9.5

 
1,965,300

 
8.0

 
1,934,592

 
7.9

Common equity tier 1
2,230,534

 
9.1

 
1,596,806

 
6.5

 
1,566,099

 
6.4

Leverage
2,337,416

 
7.8

 
1,507,943

 
5.0

 
1,206,354

 
4.0

Risk-weighted assets
24,566,253

 
 
 
 
 
 
 
 
 
 
FNBPA
 
 
 
 
 
 
 
 
 
 
 
Total capital
2,666,288

 
10.9
%
 
2,458,411

 
10.0
%
 
2,427,681

 
9.9
%
Tier 1 capital
2,485,996

 
10.1

 
1,966,729

 
8.0

 
1,935,999

 
7.9

Common equity tier 1
2,405,996

 
9.8

 
1,597,967

 
6.5

 
1,567,237

 
6.4

Leverage
2,485,996

 
8.3

 
1,501,877

 
5.0

 
1,201,502

 
4.0

Risk-weighted assets
24,584,112

 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
F.N.B. Corporation
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,666,272

 
11.4
%
 
$
2,340,362

 
10.0
%
 
$
2,164,835

 
9.3
%
Tier 1 capital
2,184,571

 
9.3

 
1,872,290

 
8.0

 
1,696,763

 
7.3

Common equity tier 1
2,077,689

 
8.9

 
1,521,235

 
6.5

 
1,345,708

 
5.8

Leverage
2,184,571

 
7.6

 
1,440,797

 
5.0

 
1,152,638

 
4.0

Risk-weighted assets
23,403,622

 
 
 
 
 
 
 
 
 
 
FNBPA
 
 
 
 
 
 
 
 
 
 
 
Total capital
2,504,191

 
10.7
%
 
2,332,593

 
10.0
%
 
2,157,649

 
9.3
%
Tier 1 capital
2,332,892

 
10.0

 
1,866,075

 
8.0

 
1,691,130

 
7.3

Common equity tier 1
2,252,892

 
9.7

 
1,516,186

 
6.5

 
1,341,241

 
5.8

Leverage
2,332,892

 
8.1

 
1,432,604

 
5.0

 
1,146,084

 
4.0

Risk-weighted assets
23,325,934

 
 
 
 
 
 
 
 
 
 
In accordance with Basel III, the implementation of capital requirements is transitional and phases-in from January 1, 2015 through January 1, 2019. The minimum capital requirements plus capital conservation buffer, which are presented for each period above based on the phase-in schedule, represent the minimum requirements needed to avoid limitations on distributions of dividends and certain discretionary bonus payments. Our management believes that FNB and FNBPA will continue to meet all “well-capitalized” requirements after Basel III is completely phased-in.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act)
The Dodd-Frank Act broadly affects the financial services industry by establishing a framework for systemic risk oversight, creating a resolution authority for institutions determined to be systemically important, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies and containing numerous other provisions aimed at strengthening the sound operation of the financial services sector that significantly change the system of regulatory oversight as described in more detail under Part I, Item 1, “Business - Government Supervision and Regulation” included in our 2017 Annual Report on Form 10-K as filed with the SEC on February 28, 2018. Many aspects of the Dodd-Frank Act are subject to further rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact to us or across the financial services industry.


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LIQUIDITY
Our goal in liquidity management is to satisfy the cash flow requirements of customers and the operating cash needs of FNB with cost-effective funding. Our Board of Directors has established an Asset/Liability Management Policy to guide management in achieving and maintaining earnings performance consistent with long-term goals, while maintaining acceptable levels of interest rate risk, a “well-capitalized” Balance Sheet and adequate levels of liquidity. Our Board of Directors has also established a Contingency Funding Policy to guide management in addressing stressed liquidity conditions. These policies designate our Asset/Liability Committee as the body responsible for meeting these objectives. The ALCO, which is comprised of members of executive management, reviews liquidity on a continuous basis and approves significant changes in strategies that affect Balance Sheet or cash flow positions. Liquidity is centrally managed daily by our Treasury Department.
FNBPA generates liquidity from its normal business operations. Liquidity sources from assets include payments from loans and investments, as well as the ability to securitize, pledge or sell loans, investment securities and other assets. Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements. FNB also has access to reliable and cost-effective wholesale sources of liquidity. Short- and long-term funds can be acquired to help fund normal business operations, as well as to serve as contingency funding if we would be faced with a liquidity crisis.
The principal sources of the parent company’s liquidity are its strong existing cash resources plus dividends it receives from its subsidiaries. These dividends may be impacted by the parent’s or its subsidiaries’ capital needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors. In addition, through one of our subsidiaries, we regularly issue subordinated notes, which are guaranteed by FNB. Cash on hand at the parent has been managed by various strategies over the last few years.  One significant management strategy resulted in the sale of 100 percent of the issued and outstanding capital stock of Regency to Mariner Finance, LLC in exchange for cash consideration of $142 million. This transaction closed on August 31, 2018 and was the primary driver of the parent’s cash position increasing by $105.0 million from $165.7 million at December 31, 2017 to $270.7 million at September 30, 2018. This transaction accomplished several strategic objectives, including offering additional liquidity. Other potential strategies that management employs include strong earnings, increasing earnings retention rate and capital actions.
Management believes our cash levels are appropriate given the current environment. Two metrics that are used to gauge the adequacy of the parent company’s cash position are the LCR and MCH. The LCR is defined as the sum of cash on hand plus projected cash inflows over the next 12 months divided by projected cash outflows over the next 12 months. The MCH is defined as the number of months of corporate expenses and dividends that can be covered by the cash on hand and was impacted by the sale of Regency and the YDKN acquisition.
The LCR and MCH ratios are presented in the following table:
TABLE 27
(dollars in thousands)
 
September 30,
2018
 
December 31, 2017
 
Internal
limit
Liquidity coverage ratio
 
2.3 times
 
1.8 times
 
> 1 time
Months of cash on hand
 
16.5 months
 
10.2 months
 
> 12 months
The sale of Regency has resulted in MCH and LCR ratios that are in compliance with our Policy. The MCH ratio had fallen below our internal limit due to the YDKN acquisition in March 2017, as YDKN did not manage to a similar ratio and held only a minimal amount of cash on hand at their holding company.
Our liquidity position has been positively impacted by our ability to generate growth in relationship-based accounts. Organic growth in low-cost transaction deposits was complemented by management’s strategy of heightened deposit gathering efforts focused on attracting new customer relationships and deepening relationships with existing customers, in part through internal lead generation efforts leveraging data analytics capabilities.  Total deposits were $23.5 billion at September 30, 2018, an increase of $1.1 billion, or 6.6% annualized from December 31, 2017. Total non-interest demand deposit accounts grew by $298.8 million, or 7.0% annualized, and savings accounts grew by $25.5 million, or 1.4% annualized. Growth in time deposits was $827.3 million, or 23.9% annualized. These increases were offset by slightly lower business demand deposit and interest checking balances which decreased $51.3 million, or 0.7% annualized.

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FNBPA has significant unused wholesale credit availability sources that include the availability to borrow from the FHLB, the FRB, correspondent bank lines, access to brokered deposits and multiple other channels. In addition to credit availability, FNBPA also possesses salable unpledged government and agency securities that could be utilized to meet funding needs. The ALCO Policy minimum guideline level for salable unpledged government and agency securities is 3.0%.
The following table presents certain information relating to FNBPA’s credit availability and salable unpledged securities:
TABLE 28
(dollars in thousands)
September 30,
2018
 
December 31, 2017
Unused wholesale credit availability
$
9,874,088

 
$
8,189,379

Unused wholesale credit availability as a % of FNBPA assets
30.3
%
 
26.3
%
Salable unpledged government and agency securities
$
2,276,869

 
$
2,231,812

Salable unpledged government and agency securities as a % of FNBPA assets
7.0
%
 
7.2
%
Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis as of September 30, 2018 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals. Management seeks to limit the size of the liquidity gaps so that sources and uses of funds are reasonably matched in the normal course of business. A reasonably matched position lays a better foundation for dealing with additional funding needs during a potential liquidity crisis. The twelve-month cumulative gap to total assets was (8.3)% and (5.8)% as of September 30, 2018 and December 31, 2017, respectively. Management calculates this ratio at least quarterly and it is reviewed monthly by ALCO.
TABLE 29
(dollars in thousands)
Within
1 Month
 
2-3
Months
 
4-6
Months
 
7-12
Months
 
Total
1 Year
Assets
 
 
 
 
 
 
 
 
 
Loans
$
504,319

 
$
912,331

 
$
1,191,771

 
$
2,346,922

 
$
4,955,343

Investments
123,496

 
167,400

 
223,591

 
448,840

 
963,327

 
627,815

 
1,079,731

 
1,415,362

 
2,795,762

 
5,918,670

Liabilities
 
 
 
 
 
 
 
 
 
Non-maturity deposits
179,434

 
358,869

 
538,306

 
1,076,614

 
2,153,223

Time deposits
1,013,905

 
581,978

 
747,436

 
1,226,265

 
3,569,584

Borrowings
2,655,204

 
16,270

 
173,897

 
46,480

 
2,891,851

 
3,848,543

 
957,117

 
1,459,639

 
2,349,359

 
8,614,658

Period Gap (Assets - Liabilities)
$
(3,220,728
)
 
$
122,614

 
$
(44,277
)
 
$
446,403

 
$
(2,695,988
)
Cumulative Gap
$
(3,220,728
)
 
$
(3,098,114
)
 
$
(3,142,391
)
 
$
(2,695,988
)
 
 
Cumulative Gap to Total Assets
(9.9
)%
 
(9.5
)%
 
(9.6
)%
 
(8.3
)%
 
 
In addition, the ALCO regularly monitors various liquidity ratios and stress scenarios of our liquidity position. The stress scenarios forecast that adequate funding will be available even under severe conditions. Management believes we have sufficient liquidity available to meet our normal operating and contingency funding cash needs.
     
MARKET RISK
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. We are primarily exposed to interest rate risk inherent in our lending and deposit-taking activities as a financial intermediary. To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers. These products sometimes contribute to interest rate risk for us when product groups do not complement one another. For example, depositors may want short-term deposits, while borrowers desire long-term loans.

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Changes in market interest rates may result in changes in the fair value of our financial instruments, cash flows and net interest income. The ALCO is responsible for market risk management which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital. We use derivative financial instruments for interest rate risk management purposes and not for trading or speculative purposes.
Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk. Repricing risk arises from differences in the cash flow or repricing between asset and liability portfolios. Basis risk arises when asset and liability portfolios are related to different market rate indexes, which do not always change by the same amount. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Options risk arises from “embedded options” within asset and liability products as certain borrowers have the option to prepay their loans when rates fall, while certain depositors can redeem their certificates of deposit early when rates rise.
We use an asset/liability model to measure our interest rate risk. Interest rate risk measures we utilize include earnings simulation, EVE and gap analysis. Gap analysis and EVE are static measures that do not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. EVE’s long-term horizon helps identify changes in optionality and longer-term positions. However, EVE’s liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. In these simulations, our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. The ALCO reviews earnings simulations over multiple years under various interest rate scenarios on a periodic basis. Reviewing these various measures provides us with a comprehensive view of our interest rate risk profile.
The following repricing gap analysis as of September 30, 2018 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures.
TABLE 30
(dollars in thousands)
Within
1 Month
 
2-3
Months
 
4-6
Months
 
7-12
Months
 
Total
1 Year
Assets
 
 
 
 
 
 
 
 
 
Loans
$
9,696,914

 
$
745,691

 
$
787,623

 
$
1,526,153

 
$
12,756,381

Investments
128,754

 
179,471

 
372,089

 
438,351

 
1,118,665

 
9,825,668

 
925,162

 
1,159,712

 
1,964,504

 
13,875,046

Liabilities
 
 
 
 
 
 
 
 
 
Non-maturity deposits
6,148,871

 

 

 

 
6,148,871

Time deposits
1,112,582

 
581,539

 
745,468

 
1,221,796

 
3,661,385

Borrowings
3,117,588

 
642,150

 
157,966

 
14,620

 
3,932,324

 
10,379,041

 
1,223,689

 
903,434

 
1,236,416

 
13,742,580

Off-balance sheet
(100,000
)
 
555,000

 

 

 
455,000

Period Gap (assets – liabilities + off-balance sheet)
$
(653,373
)
 
$
256,473

 
$
256,278

 
$
728,088

 
$
587,466

Cumulative Gap
$
(653,373
)
 
$
(396,900
)
 
$
(140,622
)
 
$
587,466

 
 
Cumulative Gap to Assets
(2.3
)%
 
(1.4
)%
 
(0.5
)%
 
2.1
%
 
 
The twelve-month cumulative repricing gap to total assets was 2.1% and 3.0% as of September 30, 2018 and December 31, 2017, respectively. The positive cumulative gap positions indicate that we have a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months. If interest rates increase then net interest income will increase and, conversely, if interest rates decrease then net interest income will decrease. The slight change in the cumulative repricing gap at September 30, 2018 compared to December 31, 2017, is primarily related to growth and changes in the mix of loans, deposits and borrowings. The growth in the CD portfolio was offset with the increased cash flow of the indirect portfolio, the increased repricing of adjustable loans and the funding of long term FHLB advances.

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The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category above is based on the estimated sensitivity of each product to changes in market rates. For example, if a product’s rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this category.
Utilizing net interest income simulations, the following net interest income metrics were calculated using rate shocks which move market rates in an immediate and parallel fashion. The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario versus the net interest income and EVE that was calculated assuming market rates as of September 30, 2018. Using a static Balance Sheet structure, the measures do not reflect all of management's potential counteractions.
The following table presents an analysis of the potential sensitivity of our net interest income and EVE to changes in interest rates using rate shocks:
TABLE 31
 
September 30,
2018
 
December 31, 2017
 
ALCO
Limits
Net interest income change (12 months):
 
 
 
 
 
+ 300 basis points
3.3
 %
 
3.0
 %
 
n/a

+ 200 basis points
2.3
 %
 
2.3
 %
 
(5.0
)%
+ 100 basis points
1.3
 %
 
1.3
 %
 
(5.0
)%
- 100 basis points
(3.2
)%
 
(3.9
)%
 
(5.0
)%
Economic value of equity:
 
 
 
 
 
+ 300 basis points
8.3
 %
 
(5.9
)%
 
(25.0
)%
+ 200 basis points
5.7
 %
 
(3.7
)%
 
(15.0
)%
+ 100 basis points
2.4
 %
 
(1.2
)%
 
(10.0
)%
- 100 basis points
0.5
 %
 
(2.6
)%
 
(10.0
)%
We also model rate scenarios which move all rates gradually over twelve months (Rate Ramps) and model scenarios that gradually change the shape of the yield curve. Assuming a static Balance Sheet, a +300 basis point Rate Ramp increases net interest income (12 months) by 2.4% at September 30, 2018 and 2.0% at December 31, 2017.
Our strategy is generally to manage to a neutral interest rate risk position. However, given the current interest rate environment, the interest rate risk position has been managed to a modestly asset-sensitive position. Currently, rising rates are expected to have a modest, positive effect on net interest income versus net interest income if rates remained unchanged.
The ALCO utilizes several tactics to manage our interest rate risk position. As mentioned earlier, the growth in transaction deposits provides funding that is less interest rate-sensitive than short-term time deposits and wholesale borrowings. On the lending side, we regularly sell long-term fixed-rate residential mortgages to the secondary market and have been successful in the origination of consumer and commercial loans with short-term repricing characteristics. Total variable and adjustable-rate loans were 57.0% and 56.6% of total loans as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018, 79.2% of these loans, or 45.1% of total loans, are tied to the Prime or one-month LIBOR rates. The investment portfolio is used, in part, to manage our interest rate risk position. Finally, we have made use of interest rate swaps to commercial borrowers (commercial swaps) to manage our interest rate risk position as the commercial swaps effectively increase adjustable-rate loans. As of September 30, 2018, the commercial swaps totaled $2.7 billion of notional principal, with $610.8 million in notional swap principal originated during the first nine months of 2018. The success of the aforementioned tactics has resulted in a moderately asset-sensitive position. For additional information regarding interest rate swaps, see Note 9 in this Report.
We desired to remain modestly asset-sensitive during the first nine months of 2018. A number of management actions and market occurrences resulted in the slight increase in the asset sensitivity of our interest rate risk position during the period. The increase was primarily due to management's actions with the timing of funding loan and investment growth, as well as successful efforts to extend maturities in certificate of deposit activity and continued strong commercial loan interest rate swap activity.

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We recognize that all asset/liability models have some inherent shortcomings. Asset/liability models require certain assumptions to be made, such as prepayment rates on interest-earning assets and repricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans, economic and market trends and available industry data. While management believes that its methodology for developing such assumptions is reasonable, there can be no assurance that modeled results will be achieved.
Furthermore, the metrics are based upon the Balance Sheet structure as of the valuation date and do not reflect the planned growth or management actions that could be taken.

RISK MANAGEMENT
As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity. Our Board of Directors and senior management have identified seven major categories of risk: credit risk, market risk, liquidity risk, reputational risk, operational risk, legal and compliance risk and strategic risk. In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks so as to optimize total stockholder value, while balancing prudent business and safety and soundness considerations.
The Board of Directors adopted a risk appetite statement that defines acceptable risk levels or risk limits under which we seek to operate in order to optimize returns, while managing risk. As such, the board monitors a host of risk metrics from both business and operational units, as well as by risk category, to provide insight into how our performance aligns with our risk appetite. The risk appetite dashboard is reviewed periodically by the Board of Directors and senior management to ensure performance alignment with our risk appetite, and where appropriate, makes adjustments to applicable business strategies and tactics where risks approach our desired risk tolerance limits.
We support our risk management process through a governance structure involving our Board of Directors and senior management. The joint Risk Committee of our Board of Directors and the FNBPA Board of Directors helps ensure that business decisions are executed within appropriate risk tolerances. The Risk Committee has oversight responsibilities with respect to the following:
 
identification, measurement, assessment and monitoring of enterprise-wide risk;
development of appropriate and meaningful risk metrics to use in connection with the oversight of our businesses and strategies;
review and assessment of our policies and practices to manage our credit, market, liquidity, legal, regulatory and operating risk (including technology, operational, compliance and fiduciary risks); and
identification and implementation of risk management best practices.
The Risk Committee serves as the primary point of contact between our Board of Directors and the Risk Management Council, which is the senior management level committee responsible for risk management. Risk appetite is an integral element of our business and capital planning processes through our Board Risk Committee and Risk Management Council. We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk capacity and appetite constraints from both financial and non-financial risks. Our top-down risk appetite process serves as a limit for undue risk-taking for bottom-up planning from our various business functions. Our Board Risk Committee, in collaboration with our Risk Management Council, approves our risk appetite on an annual basis, or more frequently, as needed to reflect changes in the risk environment, with the goal of ensuring that our risk appetite remains consistent with our strategic plans and business operations, regulatory environment and our shareholders' expectations. Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, are regularly presented to our various management level risk oversight and planning committees and periodically reported up through our Board Risk Committee.
As noted above, we have a Risk Management Council comprised of senior management. The purpose of this committee is to provide regular oversight of specific areas of risk with respect to the level of risk and risk management structure. Management has also established an Operational Risk Committee that is responsible for identifying, evaluating and monitoring operational risks across FNB, evaluating and approving appropriate remediation efforts to address identified operational risks and providing periodic reports concerning operational risks to the Risk Management Council. The Risk Management Council reports on a regular basis to the Risk Committee of our Board of Directors regarding our enterprise-wide risk profile and other significant risk management issues. Our Chief Risk Officer is responsible for the design and implementation of our enterprise-wide risk management strategy and framework through the Compliance Department and the Information and Cyber Security

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Department, both of which report to the Chief Risk Officer, and ensures the coordinated and consistent implementation of risk management initiatives and strategies on a day-to-day basis. Our Compliance Department, which reports to the Chief Risk Officer, is responsible for developing policies and procedures and monitoring compliance with applicable laws and regulations. Our Information and Cyber Security Department is responsible for maintaining a risk assessment of our information and cyber security risks and ensuring appropriate controls are in place to manage and control such risks, including designing appropriate testing plans to ensure the integrity of information and cyber security controls. Further, our audit function performs an independent assessment of our internal controls environment and plays an integral role in testing the operation of the internal controls systems and reporting findings to management and our Audit Committee. Both the Risk Committee and Audit Committee of our Board of Directors regularly report on risk-related matters to the full Board of Directors. In addition, both the Risk Committee of our Board of Directors and our Risk Management Council regularly assess our enterprise-wide risk profile and provide guidance on actions needed to address key and emerging risk issues.
The Board of Directors believes that our enterprise-wide risk management process is effective and enables the Board of Directors to:
 
assess the quality of the information we receive;
understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations and the risks that we face;
oversee and assess how senior management evaluates risk; and
assess appropriately the quality of our enterprise-wide risk management process.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO GAAP
Reconciliations of non-GAAP operating measures and key performance indicators discussed in this Report to the most directly comparable GAAP financial measures are included in the following tables.
TABLE 32
Operating Net Income Available to Common Stockholders
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
 
2018
 
2017
Net income available to common stockholders
$
98,753

 
$
75,683

 
$
266,701

 
$
169,048

Merger-related expense

 
1,381

 

 
55,459

Tax benefit of merger-related expense

 
(483
)
 

 
(18,481
)
Merger-related net securities gains

 

 

 
(2,609
)
Tax expense of merger-related net securities gains

 

 

 
913

Discretionary 401(k) contribution

 

 
874

 

Tax benefit of discretionary 401(k) contribution

 

 
(184
)
 

Gain on sale of subsidiary
(5,135
)
 

 
(5,135
)
 

Tax expense of gain on sale of subsidiary
1,078

 

 
1,078

 

Branch consolidation costs

 

 
6,616

 

Tax benefit of branch consolidation costs

 

 
(1,389
)
 

Operating net income available to common stockholders (non-GAAP)
$
94,696

 
$
76,581

 
$
268,561

 
$
204,330

The table above shows how operating net income available to common stockholders (non-GAAP) is derived from amounts reported in our financial statements. We believe charges such as merger expenses, branch consolidation costs and special one-time employee 401(k) contributions related to tax reform are not organic costs to run our operations and facilities. The merger expenses and branch consolidation charges principally represent expenses to satisfy contractual obligations of the acquired entity or closed branch without any useful ongoing benefit to us. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction. Similarly, gains derived from the sale of a business are not organic to our operations.

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TABLE 33
Operating Earnings per Diluted Common Share
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Net income per diluted common share
$
0.30

 
$
0.23

 
$
0.82

 
$
0.57

Merger-related expense

 
0.01

 

 
0.19

Tax benefit of merger-related expense

 

 

 
(0.06
)
Merger-related net securities gains

 

 

 
(0.01
)
Tax expense of merger-related net securities gains

 

 

 

Discretionary 401(k) contribution

 

 

 

Tax benefit of discretionary 401(k) contribution

 

 

 

Gain on sale of subsidiary
(0.02
)
 

 
(0.02
)
 

Tax expense of gain on sale of subsidiary
0.01

 

 
0.01

 

Branch consolidation costs

 

 
0.02

 

Tax benefit of branch consolidation costs

 

 
(0.01
)
 

Operating earnings per diluted common share (non-GAAP)
$
0.29

 
$
0.24

 
$
0.82

 
$
0.69

TABLE 34
Return on Average Tangible Common Equity
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
 
2018
 
2017
Net income available to common stockholders (annualized)
$
391,790

 
$
300,266

 
$
356,579

 
$
226,017

Amortization of intangibles, net of tax (annualized)
11,926

 
12,392

 
12,499

 
11,051

Tangible net income available to common stockholders (annualized) (non-GAAP)
$
403,716

 
$
312,658

 
$
369,078

 
$
237,068

Average total stockholders’ equity
$
4,516,008

 
$
4,426,980

 
$
4,469,577

 
$
3,945,621

Less: Average preferred stockholders' equity
(106,882
)
 
(106,882
)
 
(106,882
)
 
(106,882
)
Less: Average intangibles (1)
(2,332,926
)
 
(2,344,077
)
 
(2,336,627
)
 
(2,028,377
)
Average tangible common equity (non-GAAP)
$
2,076,200

 
$
1,976,021

 
$
2,026,068

 
$
1,810,362

Return on average tangible common equity (non-GAAP)
19.44
%
 
15.82
%
 
18.22
%
 
13.10
%
 (1) Excludes loan servicing rights.

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TABLE 35
Return on Average Tangible Assets
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
 
2018
 
2017
Net income (annualized)
$
399,766

 
$
308,237

 
$
364,640

 
$
234,078

Amortization of intangibles, net of tax (annualized)
11,926

 
12,392

 
12,499

 
11,051

Tangible net income (annualized) (non-GAAP)
$
411,692

 
$
320,629

 
$
377,139

 
$
245,129

Average total assets
$
32,402,803

 
$
30,910,664

 
$
31,951,681

 
$
28,470,888

Less: Average intangibles (1)
(2,332,926
)
 
(2,344,077
)
 
(2,336,627
)
 
(2,028,377
)
Average tangible assets (non-GAAP)
$
30,069,877

 
$
28,566,587

 
$
29,615,054

 
$
26,442,511

Return on average tangible assets (non-GAAP)
1.37
%
 
1.12
%
 
1.27
%
 
0.93
%
(1) Excludes loan servicing rights.
TABLE 36
Tangible Book Value per Common Share
 
Three Months Ended
September 30,
(in thousands, except per share data)
2018
 
2017
Total stockholders’ equity
$
4,524,864

 
$
4,435,921

Less: Preferred stockholders’ equity
(106,882
)
 
(106,882
)
Less: Intangibles (1)
(2,329,830
)
 
(2,351,707
)
Tangible common equity (non-GAAP)
$
2,088,152

 
$
1,977,332

Ending common shares outstanding
324,275,186

 
323,301,548

Tangible book value per common share (non-GAAP)
$
6.44

 
$
6.12

 (1) Excludes loan servicing rights.
TABLE 37
Tangible equity to tangible assets (period-end)
 
Three Months Ended
September 30,
(dollars in thousands)
2018
 
2017
Total stockholders' equity
$
4,524,864

 
$
4,435,921

Less:  Intangibles(1)
(2,329,830
)
 
(2,351,707
)
Tangible equity (non-GAAP)
$
2,195,034

 
$
2,084,214

Total assets
$
32,617,595

 
$
31,123,295

Less:  Intangibles(1)
(2,329,830
)
 
(2,351,707
)
Tangible assets (non-GAAP)
$
30,287,765

 
$
28,771,588

Tangible equity / tangible assets (period-end) (non-GAAP)
7.25
%
 
7.24
%
(1) Excludes loan servicing rights.



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TABLE 38
Tangible common equity / tangible assets (period-end)
 
Three Months Ended
September 30,
(dollars in thousands)
2018
 
2017
Total stockholders' equity
$
4,524,864

 
$
4,435,921

Less:  Preferred stockholders' equity
(106,882
)
 
(106,882
)
Less:  Intangibles (1)
(2,329,830
)
 
(2,351,707
)
Tangible common equity (non-GAAP)
$
2,088,152

 
$
1,977,332

Total assets
$
32,617,595

 
$
31,123,295

Less:  Intangibles(1)
(2,329,830
)
 
(2,351,707
)
Tangible assets (non-GAAP)
$
30,287,765

 
$
28,771,588

Tangible common equity / tangible assets (period-end) (non-GAAP)
6.89
%
 
6.87
%
 (1) Excludes loan servicing rights.
TABLE 39
Efficiency Ratio
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollars in thousands)
2018
 
2017
 
2018
 
2017
Non-interest expense
$
170,729

 
$
163,743

 
$
524,825

 
$
515,012

Less: Amortization of intangibles
(3,805
)
 
(4,805
)
 
(11,834
)
 
(12,716
)
Less: OREO expense
(1,492
)
 
(1,421
)
 
(5,092
)
 
(3,412
)
Less: Merger-related expense

 
(1,381
)
 

 
(55,459
)
Less: Discretionary 401(k) contribution

 

 
(874
)
 

Less: Branch consolidation costs

 

 
(2,939
)
 

Adjusted non-interest expense
$
165,432

 
$
156,136

 
$
504,086

 
$
443,425

Net interest income
$
234,787

 
$
225,231

 
$
700,247

 
$
616,398

Taxable equivalent adjustment
3,400

 
5,173

 
9,823

 
13,169

Non-interest income
74,834

 
66,151

 
207,226

 
187,345

Less: Net securities gains

 
(2,777
)
 
(31
)
 
(5,895
)
Less: Gain on sale of subsidiary
(5,135
)
 

 
(5,135
)
 

Less: Branch consolidation costs

 

 
3,677

 

Adjusted net interest income (FTE) + non-interest income
$
307,886

 
$
293,778

 
$
915,807

 
$
811,017

Efficiency ratio (FTE) (non-GAAP)
53.73
%
 
53.15
%
 
55.04
%
 
54.68
%

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided in the Market Risk section of "Management’s Discussion and Analysis of Financial Condition and Results of Operations," which is included in Item 2 of this Report, and is incorporated herein by reference. There are no material changes in the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” included in our 2017 Annual Report on Form 10-K as filed with the SEC on February 28, 2018.
 

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ITEM 4.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. FNB’s management, with the participation of our principal executive and financial officers, evaluated our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. FNB’s management, including the CEO and the CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within FNB have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
CHANGES IN INTERNAL CONTROLS. The CEO and the CFO have evaluated the changes to our internal controls over financial reporting that occurred during our fiscal quarter ended September 30, 2018, as required by paragraph (d) of Rules 13a–15 and 15d–15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
The information required by this Item is set forth in the “Other Legal Proceedings” discussion in Note 10 of the Notes to the Consolidated Financial Statements, which is incorporated herein by reference in response to this Item.
 
ITEM 1A.
RISK FACTORS
For information regarding risk factors that could affect our results of operations, financial condition and liquidity, see the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017. See also Part I, Item 2 (Management’s Discussion and Analysis) of this Report.
There are no material changes from any of the risk factors previously disclosed in our 2017 Annual Report on Form 10-K as filed with the SEC on February 28, 2018.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
NONE
 
ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.


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ITEM 5.
OTHER INFORMATION
NONE
 
ITEM 6.    EXHIBITS
Exhibit Index
Exhibit Number
 
Description
31.1.
 
 
 
 
31.2.
 
 
 
 
32.1.
 
 
 
 
32.2.
 
 
 
 
101
 
The following materials from F.N.B. Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. (filed herewith).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
F.N.B. Corporation
 
 
 
 
 
Dated:
 
November 7, 2018
 
/s/ Vincent J. Delie, Jr.
 
 
 
 
 
Vincent J. Delie, Jr.
 
 
 
 
 
Chairman, President and Chief Executive Officer
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Dated:
 
November 7, 2018
 
/s/ Vincent J. Calabrese, Jr.
 
 
 
 
 
Vincent J. Calabrese, Jr.
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
Dated:
 
November 7, 2018
 
/s/ James L. Dutey
 
 
 
 
 
James L. Dutey
 
 
 
 
 
Corporate Controller
 
 
 
 
 
(Principal Accounting Officer)


93