10-Q 1 fnb10qq22017.htm FORM 10-Q Document
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 June 30, 2017
☐
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 and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    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

July 31, 2017
Common Stock, $0.01 Par Value
323,227,563

Shares


Table of Contents                                     

F.N.B. CORPORATION
FORM 10-Q
June 30, 2017
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                                     

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
 
June 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
Assets
 
 
 
Cash and due from banks
$
397,482

 
$
303,526

Interest bearing deposits with banks
125,136

 
67,881

Cash and Cash Equivalents
522,618

 
371,407

Securities available for sale
2,593,455

 
2,231,987

Securities held to maturity (fair value of $3,059,223 and $2,294,777)
3,075,634

 
2,337,342

Loans held for sale (includes $121,941 and $0 measured at fair value) (1)
168,727

 
11,908

Loans and leases, net of unearned income of $60,250 and $52,723
20,533,298

 
14,896,943

Allowance for credit losses
(165,699
)
 
(158,059
)
Net Loans and Leases
20,367,599

 
14,738,884

Premises and equipment, net
335,297

 
243,956

Goodwill
2,244,972

 
1,032,129

Core deposit and other intangible assets, net
131,410

 
67,327

Bank owned life insurance
476,363

 
330,152

Other assets
837,651

 
479,725

Total Assets
$
30,753,726

 
$
21,844,817

Liabilities
 
 
 
Deposits:
 
 
 
Non-interest-bearing demand
$
5,544,753

 
$
4,205,337

Interest-bearing demand
9,221,408

 
6,931,381

Savings
2,562,259

 
2,352,434

Certificates and other time deposits
3,723,287

 
2,576,495

Total Deposits
21,051,707

 
16,065,647

Short-term borrowings
4,425,967

 
2,503,010

Long-term borrowings
656,883

 
539,494

Other liabilities
226,731

 
165,049

Total Liabilities
26,361,288

 
19,273,200

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 – 324,854,375 and 212,378,494 shares
3,250

 
2,125

Additional paid-in capital
4,024,576

 
2,234,366

Retained earnings
333,201

 
304,397

Accumulated other comprehensive loss
(56,383
)
 
(61,369
)
Treasury stock – 1,627,901 and 1,318,947 shares at cost
(19,088
)
 
(14,784
)
Total Stockholders’ Equity
4,392,438

 
2,571,617

Total Liabilities and Stockholders’ Equity
$
30,753,726

 
$
21,844,817

 
(1)
Amount represents loans for which we have elected the fair value option. See Note 17.
See accompanying Notes to Consolidated Financial Statements (unaudited)

3
Table of Contents                                     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Dollars in thousands, except per share data
Unaudited
 
Three Months Ended
June 30,
 
Six Months Ended
June 30, 2017
 
2017
 
2016
 
2017
 
2016
Interest Income
 
 
 
 
 
 
 
Loans and leases, including fees
$
221,091

 
$
150,720

 
$
389,720

 
$
287,841

Securities:
 
 
 
 
 
 
 
Taxable
25,029

 
17,976

 
47,495

 
34,469

Tax-exempt
4,677

 
2,129

 
8,078

 
4,147

Dividends
76

 
9

 
85

 
14

Other
161

 
97

 
349

 
214

Total Interest Income
251,034

 
170,931

 
445,727

 
326,685

Interest Expense
 
 
 
 
 
 
 
Deposits
16,753

 
10,424

 
28,493

 
19,910

Short-term borrowings
10,959

 
2,559

 
17,633

 
4,920

Long-term borrowings
4,907

 
3,579

 
8,434

 
7,132

Total Interest Expense
32,619

 
16,562

 
54,560

 
31,962

Net Interest Income
218,415

 
154,369

 
391,167

 
294,723

Provision for credit losses
16,756

 
16,640

 
27,606

 
28,408

Net Interest Income After Provision for Credit Losses
201,659

 
137,729

 
363,561

 
266,315

Non-Interest Income
 
 
 
 
 
 
 
Service charges
33,389

 
25,804

 
58,196

 
46,938

Trust services
5,715

 
5,405

 
11,462

 
10,687

Insurance commissions and fees
4,347

 
4,105

 
9,488

 
9,026

Securities commissions and fees
3,887

 
3,622

 
7,510

 
6,996

Capital markets income
5,004

 
4,147

 
8,851

 
6,996

Mortgage banking operations
5,173

 
2,753

 
8,963

 
4,348

Bank owned life insurance
3,092

 
2,592

 
5,245

 
4,687

Net securities gains
493

 
226

 
3,118

 
297

Other
4,978

 
2,757

 
8,361

 
7,480

Total Non-Interest Income
66,078

 
51,411

 
121,194

 
97,455

Non-Interest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
84,899

 
61,329

 
158,477

 
117,754

Net occupancy
14,060

 
10,193

 
25,409

 
19,459

Equipment
12,420

 
10,014

 
22,050

 
18,570

Amortization of intangibles
4,813

 
3,388

 
7,911

 
6,037

Outside services
13,483

 
9,825

 
26,526

 
19,128

FDIC insurance
9,376

 
5,103

 
14,763

 
9,071

Supplies
2,474

 
2,754

 
4,670

 
5,408

Bank shares and franchise taxes
2,742

 
2,913

 
5,722

 
5,530

Merger-related
1,354

 
10,551

 
54,078

 
35,491

Other
18,093

 
13,559

 
31,663

 
29,829

Total Non-Interest Expense
163,714

 
129,629

 
351,269

 
266,277

Income Before Income Taxes
104,023

 
59,511

 
133,486

 
97,493

Income taxes
29,617

 
18,211

 
36,101

 
30,061

Net Income
74,406

 
41,300

 
97,385

 
67,432

Preferred stock dividends
2,010

 
2,010

 
4,020

 
4,020

Net Income Available to Common Stockholders
$
72,396

 
$
39,290

 
$
93,365

 
$
63,412

Earnings per Common Share
 
 
 
 
 
 
 
Basic
$
0.22

 
$
0.19

 
$
0.33

 
$
0.31

Diluted
$
0.22

 
$
0.19

 
$
0.33

 
$
0.31

Cash Dividends per Common Share
$
0.12

 
$
0.12

 
$
0.24

 
$
0.24

See accompanying Notes to Consolidated Financial Statements (unaudited)

4
Table of Contents                                     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Dollars in thousands, except per share data
Unaudited
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30, 2017
 
2017
 
2016
 
2017
 
2016
Net income
$
74,406

 
$
41,300

 
$
97,385

 
$
67,432

Other comprehensive income:
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
Unrealized gains arising during the period, net of tax expense of $403, $3,634, $3,779 and $11,353
720

 
6,750

 
6,739

 
21,085

Reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $(427), $79, $8 and $104
761

 
(147
)
 
(14
)
 
(193
)
Derivative instruments:
 
 
 
 
 
 
 
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(766), $834, $(1,341) and $2,527
(1,365
)
 
1,548

 
(2,390
)
 
4,693

Reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $(40), $191, $89 and $379
70

 
(355
)
 
(159
)
 
(704
)
Pension and postretirement benefit obligations:
 
 
 
 
 
 
 
Unrealized gains arising during the period, net of tax expense of $224, $213, $452 and $427
400

 
396

 
810

 
793

Other comprehensive income
586

 
8,192

 
4,986

 
25,674

Comprehensive income
$
74,992

 
$
49,492

 
$
102,371

 
$
93,106

See accompanying Notes to Consolidated Financial Statements (unaudited)


5
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
 
 
 
 
 
 
97,385

 
4,986

 
 
 
102,371

Dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
(4,020
)
 
 
 
 
 
(4,020
)
Common stock: $0.24/share
 
 
 
 
 
 
(64,561
)
 
 
 
 
 
(64,561
)
Issuance of common stock
 
 
9

 
4,039

 
 
 
 
 
(4,304
)
 
(256
)
Issuance of common stock - acquisitions
 
 
1,116

 
1,780,819

 
 
 
 
 
 
 
1,781,935

Assumption of warrant due to acquisition
 
 
 
 
1,394

 
 
 
 
 
 
 
1,394

Restricted stock compensation
 
 
 
 
3,958

 
 
 
 
 
 
 
3,958

Balance at June 30, 2017
$
106,882

 
$
3,250

 
$
4,024,576

 
$
333,201

 
$
(56,383
)
 
$
(19,088
)
 
$
4,392,438

Balance at January 1, 2016
$
106,882

 
$
1,766

 
$
1,808,210

 
$
243,217

 
$
(51,133
)
 
$
(12,760
)
 
$
2,096,182

Comprehensive income
 
 
 
 
 
 
67,432

 
25,674

 
 
 
93,106

Dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
(4,020
)
 
 
 
 
 
(4,020
)
Common stock: $0.24/share
 
 
 
 
 
 
(50,708
)
 
 
 
 
 
(50,708
)
Issuance of common stock
 
 
9

 
5,284

 
 
 
 
 
(1,606
)
 
3,687

Issuance of common stock - acquisitions
 
 
341

 
403,690

 
 
 
 
 
 
 
404,031

Restricted stock compensation
 
 
 
 
2,916

 
 
 
 
 
 
 
2,916

Tax benefit of stock-based compensation
 
 
 
 
143

 
 
 
 
 
 
 
143

Balance at June 30, 2016
$
106,882

 
$
2,116

 
$
2,220,243

 
$
255,921

 
$
(25,459
)
 
$
(14,366
)
 
$
2,545,337

See accompanying Notes to Consolidated Financial Statements (unaudited)


6
Table of Contents                                     

F.N.B. CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands
Unaudited
 
 
Six Months Ended
June 30,
 
2017
 
2016
Operating Activities
 
 
 
Net income
$
97,385

 
$
67,432

Adjustments to reconcile net income to net cash flows provided by operating activities:
 
 
 
Depreciation, amortization and accretion
36,392

 
25,892

Provision for credit losses
27,606

 
28,408

Deferred tax expense
21,226

 
11,539

Net securities gains
(3,118
)
 
(297
)
Tax benefit of stock-based compensation
(724
)
 
(143
)
Loans originated for sale
(519,973
)
 
(266,597
)
Loans sold
380,522

 
263,112

Gain on sale of loans
(4,716
)
 
(3,797
)
Net change in:
 
 
 
Interest receivable
(462
)
 
(215
)
Interest payable
58

 
(131
)
Bank owned life insurance
(5,063
)
 
(3,355
)
Other, net
(114,988
)
 
(21,916
)
Net cash flows (used in) provided by operating activities
(85,855
)
 
99,932

Investing Activities
 
 
 
Net change in loans and leases
(582,236
)
 
(438,448
)
Securities available for sale:
 
 
 
Purchases
(592,601
)
 
(622,544
)
Sales
755,866

 
615,199

Maturities
247,930

 
256,722

Securities held to maturity:
 
 
 
Purchases
(782,281
)
 
(588,138
)
Sales
1,574

 
—

Maturities
214,739

 
158,240

Purchase of bank owned life insurance
(5,805
)
 
(16,579
)
Increase in premises and equipment
(34,832
)
 
(27,311
)
Net cash received in business combinations
196,964

 
245,762

Net cash flows used in investing activities
(580,682
)
 
(417,097
)
Financing Activities
 
 
 
Net change in:
 
 
 
Demand (non-interest bearing and interest bearing) and savings accounts
(45,049
)
 
355,565

Time deposits
(143,154
)
 
(79,850
)
Short-term borrowings
1,126,769

 
9,114

Proceeds from issuance of long-term borrowings
77,223

 
28,168

Repayment of long-term borrowings
(133,162
)
 
(37,942
)
Net proceeds from issuance of common stock
3,702

 
6,603

Tax benefit of stock-based compensation
—

 
143

Cash dividends paid:
 
 
 
Preferred stock
(4,020
)
 
(4,020
)
Common stock
(64,561
)
 
(50,708
)
Net cash flows provided by financing activities
817,748

 
227,073

Net Increase (Decrease) in Cash and Cash Equivalents
151,211

 
(90,092
)
Cash and cash equivalents at beginning of period
371,407

 
489,119

Cash and Cash Equivalents at End of Period
$
522,618

 
$
399,027

See accompanying Notes to Consolidated Financial Statements (unaudited)

7
Table of Contents                                     

F.N.B. CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2017
NATURE OF OPERATIONS
F.N.B. Corporation (FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in eight states. 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 June 30, 2017, we had 423 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, First National Bank of Pennsylvania (FNBPA). Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, 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. We also operate Regency Finance Company (Regency), which had 76 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee as of June 30, 2017.
The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B. Corporation and its subsidiaries, when appropriate.
 
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 (FNIA), Regency, 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 (GAAP). 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 June 30, 2017 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 (SEC).
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 Annual Report on Form 10-K filed with the SEC on February 23, 2017. 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 and income taxes.


8
Table of Contents                                     

Loans Held for Sale and Loan Commitments
Certain of our residential mortgage loans are originated for sale in the secondary mortgage loan market. Effective January 1, 2017, we made an automatic election to account for all future residential mortgage loans under the fair value option (FVO). The FVO election is intended to better reflect the underlying economics and better facilitate the economic hedging of the loans. The FVO is applied on an instrument by instrument basis and is an irrevocable election. Additionally, with the election of the FVO, fees and costs associated with the origination and acquisition of residential mortgage loans are expensed as incurred, rather than deferred. Changes in fair value under the FVO are recorded in mortgage banking operations non-interest income on the consolidated statements of income. Fair value is determined on the basis of rates obtained in the respective secondary market for the type of loan held for sale. Prior to the FVO election, loans were generally sold at a premium or discount from the carrying amount of the loan which represented the lower of cost or fair value. Gain or loss on the sale of loans is recorded in mortgage banking operations non-interest income. Interest income on loans held for sale is recorded in interest income.
We routinely issue interest rate lock commitments for residential mortgage loans that we intend to sell. These interest rate lock commitments are considered derivatives. We also enter into loan sale commitments to sell these loans when funded to mitigate the risk that the market value of residential mortgage loans may decline between the time the rate commitment is issued to the customer and the time we sell the loan. These loan sale commitments are also derivatives. Both types of derivatives are recorded at fair value on the consolidated balance sheets with changes in fair value recorded in mortgage banking operations non-interest income.
We also originate loans guaranteed by the Small Business Administration (SBA) for the purchase of businesses, business startups, business expansion, equipment, and working capital. All SBA loans are underwritten and documented as prescribed by the SBA. The portion of SBA loans originated that are guaranteed and intended for sale on the secondary market are classified as held for sale and are carried at the lower of cost or fair value. At the time of the sale, we allocate the carrying value of the entire loan between the guaranteed portion sold and the unguaranteed portion retained based on their relative fair value which results in a discount recorded on the retained portion of the loan. The guaranteed portion is typically sold at a premium and the gain is recognized in other income for any net premium received in excess of the relative fair value of the portion of the loan transferred. The net carrying value of the retained portion of the loans is included in the appropriate loan classification for disclosure purposes, primarily commercial real estate or commercial and industrial.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are expensed over the lesser of the asset’s estimated useful life or the term of the lease including renewal periods when reasonably assured. Useful lives are dependent upon the nature and condition of the asset and range from 3 to 40 years. Maintenance and repairs are charged to expense as incurred, while major improvements are capitalized and amortized to expense over the identified useful life.
Premises and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Assets to be disposed of are transferred to other assets and are reported at the lower of the carrying amount or fair value less costs to sell.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized over their estimated useful lives which range from eight to thirteen years.
Goodwill and other intangibles are subject to impairment testing at the reporting unit level, which must be conducted at least annually. We perform impairment testing during the fourth quarter of each year, or more frequently if impairment indicators exist. We also continue to monitor other intangibles for impairment and to evaluate carrying amounts, as necessary.
We perform a quantitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Prior to 2017, if, after assessing updated quantitative factors, we determined it was not more likely than not that the fair value of a reporting unit is less than its carrying amount, we did not have to perform the two-step goodwill impairment test.

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Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test are judgmental and often involve the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Based on the results of quantitative assessments of all reporting units, we concluded that no impairment existed at December 31, 2016. However, future events could cause us to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.
Beginning in 2017, as permitted under the early adoption provisions of ASU 2017-4, we changed our impairment policy to record an impairment loss, if any, based on the excess of a reporting unit’s carrying amount over its fair value. This change in accounting principle will be applied prospectively. We believe this change in accounting policy is preferable as it reduces the cost and complexity of accounting for goodwill impairment.
Loan Servicing Rights
We have two primary classes of servicing rights, residential mortgage loan servicing and SBA-guaranteed loan servicing. We recognize the right to service residential mortgage loans and SBA-guaranteed loans for others as an asset whether we purchase the servicing rights or as a result from a sale of loans that we originate when the servicing is contractually separated from the underlying loan and retained by us.
We initially record servicing rights at fair value in core deposit and other intangible assets, net on the consolidated balance sheet. Subsequently, servicing rights are measured at the lower of cost or fair value. Servicing rights are amortized in proportion to, and over the period of, estimated net servicing income against servicing income during the period in mortgage banking operations income for residential mortgage loans and other income for SBA-guaranteed loans. The amount and timing of estimated future net cash flows are updated based on actual results and updated projections.
Mortgage servicing rights (MSRs) are separated into pools based on common risk characteristics of the underlying loans and evaluated for impairment at least quarterly. SBA-guaranteed servicing rights are evaluated for impairment at least quarterly on an aggregate basis. Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows. If impairment exists at the pool level for residential mortgage loans or on an aggregate basis for SBA-guaranteed loans, the servicing right is written down through a valuation allowance and is charged against mortgage banking operations income or other income, respectively.
Bank-Owned Life Insurance (BOLI)
We have purchased life insurance policies on certain current and former directors, officers and employees for which the Corporation is the owner and beneficiary. These policies are recorded in other assets in the consolidated balance sheet at their cash surrender value, or the amount that could be realized by surrendering the policies. Tax-exempt income from death benefits and changes in the net cash surrender value are recorded in bank owned life insurance income.
Low Income Housing Tax Credit Partnerships
We invest in various affordable housing projects that qualify for low income housing tax credits (LIHTCs). The 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 $15.9 million and $14.0 million at June 30, 2017 and December 31, 2016, respectively.
Per Share Amounts
Earnings per common share is computed using net income available to common stockholders, which is net income adjusted for preferred stock dividends.
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

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stock options, warrants and restricted shares, as calculated using the treasury stock method. Adjustments to net income available to common stockholders and the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.
Beginning in 2017, the assumed proceeds from applying the treasury stock method when computing diluted earnings per share excludes the amount of excess tax benefits that would have been recognized in accumulated paid-in capital in accordance with newly adopted accounting guidance.
Stock Based Compensation
We account for our stock based compensation awards in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense, based on estimated fair values, for all stock-based awards, including stock options and restricted stock, made to employees and directors.
ASC 718 requires companies to estimate the fair value of stock-based awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense in our consolidated statements of comprehensive income over the shorter of requisite service periods or the period through the date that the employee first becomes eligible to retire. Some of our plans contain performance targets that affect vesting and can be achieved after the requisite service period and are accounted for as performance conditions. Beginning in 2016, the performance target is not reflected in the estimation of the award’s grant date fair value and compensation cost is recognized in the period in which it becomes probable that the performance condition will be achieved.
Because stock-based compensation expense is based on awards that are ultimately expected to vest, stock-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Beginning in 2017, with the adoption of ASU 2016-9, we elected to change our accounting policy to account for forfeitures as they occur. The estimate for forfeitures prior to adoption of ASU 2016-9 was immaterial to our consolidated financial statements. We believe this change in accounting policy reduces the cost and complexity of accounting for stock-based compensation and is preferable to estimating forfeitures at the time of grant.
 
2.
NEW ACCOUNTING STANDARDS
The following paragraphs summarize accounting pronouncements issued by the Financial Accounting Standards Board (FASB) that we recently adopted or will be adopting in the future.
Stock Based Compensation
Accounting Standards Update (ASU or Update) 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, provides guidance about which changes to the terms and conditions of a share-based payment award requires the application of modification accounting. The Update is effective in the first quarter of 2018. Early adoption is permitted. The Update is to be applied prospectively and is not expected to have a material effect on our consolidated financial statements.
Securities
ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities which 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. The Update is effective in the first quarter of 2019. Early adoption is permitted. The Update is to be applied using a modified retrospective transition method and is not expected to have a material effect on our consolidated financial statements.
Retirement Benefits
ASU 2017-07, Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, 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. The Update is effective the first quarter of 2018. Early adoption is permitted. The Update is to be applied using a retrospective transition method to adopt the requirement for separate presentation in the income statement of service costs and other components and a prospective transition method to adopt the requirement to limit the capitalization of

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benefit costs to the service cost component. We are currently assessing the potential impact to our consolidated financial statements.
Goodwill
ASU 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, eliminates the requirement of Step 2 in the current guidance to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value in Step 1 of the current guidance. The Update is effective the first quarter of 2020. Early adoption is permitted for annual or interim goodwill impairment tests with a measurement date after January 1, 2017. We adopted this Update in 2017 for the next goodwill impairment test. This Update is applied prospectively and is not expected to have a material effect on our consolidated financial statements.
Business Combinations
ASU 2017-01, Business Combinations (Topic 850): Clarifying the Definition of a Business, clarifies the definition of a business with the objective of providing guidance to assist in the evaluation of whether transactions should be accounted for as acquisitions (disposals) of assets or businesses. The Update is effective for the first quarter of 2018. Early adoption is permitted for transactions that occurred before the issuance date or effective date of the Update if the transactions were not reported in financial statements that have been issued or made available for issuance. We adopted this Update in 2017. This Update was applied prospectively and is not expected to 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), adds or clarifies guidance on eight cash flow issues. The Update is effective the first quarter of 2018. Early adoption is permitted. We are currently assessing the potential impact to our consolidated financial statements.
Credit Losses
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, commonly referred to as “CECL,” replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses for most financial assets measured at amortized cost and certain other instruments, including loans, held-to-maturity debt securities, net investments in leases and off-balance sheet credit exposures. In addition, the Update will require the use of a modified available-for-sale debt security impairment model and eliminate the current accounting for purchased credit impaired loans and debt securities. The Update is effective the first quarter of 2020. Early adoption is permitted for fiscal years beginning after December 15, 2018. We continue to assess the potential impact to our consolidated financial statements. We are reviewing our business processes, information systems and controls to support recognition and disclosures under this Update. This review includes an assessment of our existing credit models and the financial statement disclosure requirements. The impact of this Update will be dependent on the portfolio composition, credit quality and economic conditions at the time of adoption.
Revenue Recognition
ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, clarifies the scope for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers.
ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, addresses certain issues in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.
ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, clarifies several aspects of identifying performance obligations and licensing implementation guidance, including guidance that is expected to reduce cost and complexity by eliminating the need to assess whether goods and services are performance obligations if they are immaterial in the context of the contract with the customer.
ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), clarifies the guidance on principal versus agent considerations when another party is involved in

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providing goods and services to a customer. The guidance requires a company to determine whether it is required to provide the specific good or service itself or to arrange for that good or service to be provided by another party.
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), 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.
We expect to adopt ASU 2014-09 in the first quarter of 2018 under the modified retrospective method where the cumulative effect is recognized at the date of initial application. Our evaluation of ASU 2014-09 is ongoing and not complete. The FASB has issued, and may issue in the future, interpretative guidance which may cause our evaluation to change. Based on our evaluation under the current guidance, we estimate that substantially all of our interest income and non-interest income will not be impacted by the adoption of ASU 2014-09 because either the revenue from those contracts with customers is covered by other guidance in U.S. GAAP or the revenue recognition outcomes anticipated with the adoption of ASU 2014-09 will likely be similar to our current revenue recognition practices. We may continue to identify contracts with customers that are out-of-scope or with similar revenue recognition practices through the date of adoption. In addition, we are reviewing our business processes, systems and controls to support recognition and disclosures under the new standard. While we anticipate some changes to revenue recognition within trust, investment management fees and insurance commissions and fees, we have not yet completed our assessment of the potential impact to our consolidated financial statements upon adoption.
Stock Based Compensation
ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Update was adopted in the first quarter of 2017 by an application method determined by the type of transaction impacted by the adoption. This Update did not have a material effect on our consolidated financial statements.
Investments
ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, eliminates the requirement for an investor to retrospectively apply the equity method when an investment that it had accounted for by another method qualifies for use of the equity method. The Update was adopted in the first quarter of 2017 by prospective application. This Update did not have a material effect on our consolidated financial statements.
Derivative and Hedging Activities
ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force), provides clarification that determination of whether an embedded contingent put or call option in a financial instrument is clearly and closely related to the debt host requires only an analysis of the four-step decision sequence described in ASC 815-15-25-42. The Update was adopted in the first quarter of 2017 by modified retrospective application. This Update did not have a material effect on our consolidated financial statements.
ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force), clarifies that a change in counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided all other hedge accounting criteria continue to be met. The Update was adopted in the first quarter of 2017 by prospective application. This Update did not have a material effect on our consolidated financial statements.
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), requires entities that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage. The Update is effective in the first quarter of 2018 with either the modified retrospective method by means of a cumulative-effect adjustment to retained earnings or retrospective application. Early adoption is permitted. This Update is not expected to have a material effect on our consolidated financial statements.



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Leases
ASU 2016-02, Leases (Topic 842), requires 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. The Update is effective in the first quarter of 2019 with modified retrospective application including a number of optional practical expedients. Early adoption is permitted. We are currently assessing the potential impact to our consolidated financial statements.
Financial Instruments – Recognition and Measurement
ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, amends the presentation and accounting for certain financial instruments, including liabilities measured at fair value under the fair value option, and equity investments. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost. The Update is effective in the first quarter of 2018 with a cumulative-effect adjustment as of the beginning of the fiscal year of adoption. Early adoption is prohibited except for the provision requiring the recognition of changes in fair value related to changes in an entity’s own credit risk in other comprehensive income for financial liabilities measured using the fair value option. We are currently assessing the potential impact to our consolidated financial statements.
 
3.
MERGERS AND ACQUISITIONS
Yadkin Financial Corporation
On March 11, 2017, we completed our acquisition of Yadkin Financial Corporation (YDKN), a bank holding company based in Raleigh, North Carolina. YDKN’s banking affiliate, Yadkin Bank, was also 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 the attractive 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.
On the acquisition date, the preliminary estimated fair values of YDKN included $6.8 billion in assets, $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 111,619,975 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 and restricted stock awards 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 U.S. Department of the Treasury (UST) under the Capital Purchase Program (CPP). 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. As of June 30, 2017, we continue to review information relating to events or circumstances existing at the acquisition date. Management anticipates that this review could result in adjustments to the preliminary acquisition date valuation amounts presented due to the complexity and time required by management and third-parties involved in the valuation of loans, core deposit intangibles, premises and equipment, and other real estate owned (OREO). Acquired loans and core deposit intangibles were recorded at provisional amounts based on our preliminary third party valuations. Acquired premises and equipment and OREO were recorded at provisional amounts, and are currently being valued in conjunction with third parties. The valuation of the acquired loans was not final prior to March 31, 2017. An estimate was recorded during the 2017 first quarter based on the results of a valuation exercise conducted and applied to the March 11, 2017 balance of loans acquired from YDKN.
During the second quarter of 2017, we continued to analyze the valuations assigned to the acquired assets and assumed liabilities. Our third-party valuation firm provided revised valuations for loans based on the March 11, 2017 balances, which affected the valuation estimates. Due to the complexity in valuing the loans and the significant amount of data inputs required, the valuation of the loans is not yet final. As a result of revising the loan valuation, the purchase accounting accretion and

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unfunded commitment amortization amounts are also subject to change. In addition, we have now received third-party valuations on acquired premises resulting in the revised fair values below. Based on the revised valuations and new information, we updated our estimated fair values of these items within our Consolidated Balance Sheet with a corresponding adjustment to goodwill. There was no significant impact on the consolidated income statement for the three months ended June 30, 2017. The measurement period adjustments are reflected in the following table:
(in thousands)
 
 
 
 
 
 
 
 
Acquired Asset or Liability
 
Balance Sheet Line Item
 
Provisional Estimate
 
Revised Estimate
 
Increase (Decrease)
Loans and leases
 
Loans and leases, net
 
$
5,116,497

 
$
5,114,355

 
$
(2,142
)
Premises and equipment
 
Premises and equipment, net
 
95,208

 
72,202

 
(23,006
)
Deferred taxes
 
Other assets
 
94,307

 
120,411

 
26,104

Other liabilities
 
Other liabilities
 
70,761

 
66,806

 
(3,955
)
Based on the preliminary purchase price allocation, we recorded $1.2 billion in goodwill and $55.7 million in core deposit intangibles as a result of the acquisition. The core deposit intangible asset is being amortized over the estimated useful life of approximately ten years utilizing an accelerated method. Goodwill is not amortized, but is periodically evaluated for impairment. None of the goodwill is deductible for income tax purposes.
The following pro forma financial information for the periods presented reflects our estimated consolidated pro forma results of operations as if the YDKN acquisition occurred on January 1, 2016, unadjusted for potential cost savings and other business synergies we expect to receive as a result of the acquisition:
 
(dollars in thousands, except per share data)
FNB
 
YDKN
 
Pro Forma
Adjustments
 
Pro Forma
Combined
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
Revenue (net interest income and non-interest income)
$
491,462

 
$
74,574

 
$
(2,381
)
 
$
563,655

Net income
125,659

 
22,435

 
(2,498
)
 
145,596

Net income available to common stockholders
121,605

 
22,435

 
(2,498
)
 
141,542

Earnings per common share – basic
0.58

 
0.70

 
—

 
0.50

Earnings per common share – diluted
0.57

 
0.70

 
—

 
0.50

Six Months Ended June 30, 2016
 
 
 
 
 
 
 
Revenue (net interest income and non-interest income)
392,178

 
138,445

 
(2,645
)
 
527,978

Net income
67,432

 
25,203

 
(3,931
)
 
88,704

Net income available to common stockholders
63,412

 
25,203

 
(3,931
)
 
84,684

Earnings per common share – basic
0.31

 
0.56

 
—

 
0.28

Earnings per common share – diluted
0.31

 
0.56

 
—

 
0.28

The pro forma adjustments reflect amortization and associated taxes related to the preliminary purchase accounting adjustments made to record various acquired items at fair value.
In connection with the YDKN acquisition, we incurred expenses related to systems conversions and other costs of integrating and conforming acquired operations with and into FNB. These merger-related expenses, that were expensed as incurred, amounted to $53.7 million for the six months ended June 30, 2017. Contract terminations and severance costs comprised 31.3% and 25.7%, respectively, of the merger-related expenses, with the remainder consisting of other non-interest expenses, including professional services, marketing and advertising, technology and communications, occupancy and equipment, and charitable contributions. We also incurred issuance costs of $0.6 million which were charged to additional paid-in capital.
Branch Purchase – Fifth Third Bank
On April 22, 2016, we completed our purchase of 17 branch-banking locations and certain consumer loans in the Pittsburgh, Pennsylvania metropolitan area from Fifth Third Bank (Fifth Third). The fair value of the acquired assets totaled $312.4 million, including $198.9 million in cash, $95.4 million in loans and $14.1 million in fixed and other assets. We also assumed $302.5 million in deposits, for which we paid a deposit premium of 1.97%, as part of the transaction. The assets and liabilities

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relating to these purchased branches were recorded on our balance sheet at their fair values as of April 22, 2016, and the related results of operations for these branches have been included in our consolidated income statement since that date. We recorded $14.1 million in goodwill and $4.1 million in core deposit intangibles as a result of the purchase transaction. The goodwill for this transaction is deductible for income tax purposes.
Metro Bancorp, Inc.
On February 13, 2016, we completed our acquisition of Metro Bancorp, Inc. (METR), a bank holding company based in Harrisburg, Pennsylvania. The acquisition enhanced our distribution and scale across Central Pennsylvania, strengthened our position as the largest Pennsylvania-based regional bank and allowed us to leverage the significant infrastructure investments made in connection with the expansion of our product offerings and risk management systems. On the acquisition date, the fair values of METR included $2.8 billion in assets, $1.9 billion in loans and $2.3 billion in deposits.
The acquisition was valued at $404.2 million and resulted in FNB issuing 34,041,181 shares of its common stock in exchange for 14,345,319 shares of METR common stock. We also acquired the fully vested outstanding stock options of METR. The assets and liabilities of METR were recorded on our consolidated balance sheet at their fair values as of the acquisition date and METR’s results of operations have been included in our consolidated income statement since that date. METR’s banking affiliate, Metro Bank, was merged into FNBPA on February 13, 2016. Based on the purchase price allocation, we recorded $185.1 million in goodwill and $24.2 million in core deposit intangibles as a result of the acquisition. None of the goodwill is deductible for income tax purposes as the acquisition is accounted for as a tax-free exchange for tax purposes.
In connection with the METR acquisition, we incurred expenses related to systems conversions and other costs of integrating and conforming acquired operations with and into FNB. These merger-related charges, that were expensed as incurred, amounted to $0.4 million for the six months ended June 30, 2017 and $31.0 million for the year ended December 31, 2016. Severance costs comprised 39.9% of the merger-related expenses, with the remainder consisting of other non-interest expenses, including professional services, marketing and advertising, technology and communications, occupancy and equipment, and charitable contributions. We also incurred issuance costs of $0.7 million which were charged to additional paid-in capital.
The following table summarizes the amounts recorded on the consolidated balance sheets as of each of the acquisition dates in conjunction with the acquisitions discussed above:
 
(in thousands)
YDKN
 
Fifth
Third
Branches
 
METR
Fair value of consideration paid
$
1,783,294

 
$
—

 
$
404,242

Fair value of identifiable assets acquired:
 
 
 
 
 
Cash and cash equivalents
196,964

 
198,872

 
46,890

Securities
940,272

 
—

 
722,980

Loans
5,114,355

 
95,354

 
1,862,447

Core deposit and other intangible assets
69,555

 
4,129

 
24,163

Fixed and other assets
465,437

 
14,069

 
127,185

Total identifiable assets acquired
6,786,583

 
312,424

 
2,783,665

Fair value of liabilities assumed:
 
 
 
 
 
Deposits
5,176,915

 
302,529

 
2,328,238

Borrowings
969,385

 
—

 
227,539

Other liabilities
69,696

 
24,041

 
8,700

Total liabilities assumed
6,215,996

 
326,570

 
2,564,477

Fair value of net identifiable assets acquired
570,587

 
(14,146
)
 
219,188

Goodwill recognized (1)
$
1,212,707

 
$
14,146

 
$
185,054

 
(1)
All of the goodwill for these transactions has been recorded in the Community Banking Segment.


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4.
SECURITIES
The amortized cost and fair value of securities are as follows:
 
(in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Securities Available for Sale (AFS):
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
U.S. Treasury
$
29,942

 
$
7

 
$
—

 
$
29,949

U.S. government-sponsored entities
382,668

 
518

 
(2,853
)
 
380,333

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,672,304

 
3,116

 
(9,913
)
 
1,665,507

Agency collateralized mortgage obligations
483,556

 
284

 
(9,373
)
 
474,467

Non-agency collateralized mortgage obligations
2

 
—

 
—

 
2

Commercial mortgage-backed securities
315

 
—

 
—

 
315

States of the U.S. and political subdivisions
31,048

 
49

 
(27
)
 
31,070

Other debt securities
9,878

 
39

 
(229
)
 
9,688

Total debt securities
2,609,713

 
4,013

 
(22,395
)
 
2,591,331

Equity securities
1,696

 
495

 
(67
)
 
2,124

Total securities available for sale
$
2,611,409

 
$
4,508

 
$
(22,462
)
 
$
2,593,455

December 31, 2016
 
 
 
 
 
 
 
U.S. Treasury
$
29,874

 
$
79

 
$
—

 
$
29,953

U.S. government-sponsored entities
367,604

 
864

 
(3,370
)
 
365,098

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,267,535

 
2,257

 
(16,994
)
 
1,252,798

Agency collateralized mortgage obligations
546,659

 
419

 
(11,104
)
 
535,974

Non-agency collateralized mortgage obligations
891

 
6

 
—

 
897

Commercial mortgage-backed securities
1,292

 
—

 
(1
)
 
1,291

States of the U.S. and political subdivisions
36,065

 
86

 
(302
)
 
35,849

Other debt securities
9,828

 
94

 
(435
)
 
9,487

Total debt securities
2,259,748

 
3,805

 
(32,206
)
 
2,231,347

Equity securities
273

 
367

 
—

 
640

Total securities available for sale
$
2,260,021

 
$
4,172

 
$
(32,206
)
 
$
2,231,987


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(in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Securities Held to Maturity (HTM):
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
U.S. Treasury
$
500

 
$
144

 
$
—

 
$
644

U.S. government-sponsored entities
247,537

 
327

 
(3,704
)
 
244,160

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,238,720

 
8,047

 
(5,561
)
 
1,241,206

Agency collateralized mortgage obligations
757,780

 
1,122

 
(14,066
)
 
744,836

Commercial mortgage-backed securities
81,455

 
903

 
(279
)
 
82,079

States of the U.S. and political subdivisions
749,642

 
8,560

 
(11,904
)
 
746,298

Total securities held to maturity
$
3,075,634

 
$
19,103

 
$
(35,514
)
 
$
3,059,223

December 31, 2016
 
 
 
 
 
 
 
U.S. Treasury
$
500

 
$
137

 
$
—

 
$
637

U.S. government-sponsored entities
272,645

 
348

 
(4,475
)
 
268,518

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
852,215

 
5,654

 
(8,645
)
 
849,224

Agency collateralized mortgage obligations
743,148

 
447

 
(17,801
)
 
725,794

Non-agency collateralized mortgage obligations
1,689

 
3

 
(6
)
 
1,686

Commercial mortgage-backed securities
49,797

 
181

 
(226
)
 
49,752

States of the U.S. and political subdivisions
417,348

 
1,456

 
(19,638
)
 
399,166

Total securities held to maturity
$
2,337,342

 
$
8,226

 
$
(50,791
)
 
$
2,294,777


Gross gains and gross losses were realized on securities as follows:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30, 2017
(in thousands)
2017
 
2016
 
2017
 
2016
Gross gains
$
611

 
$
227

 
$
4,011

 
$
298

Gross losses
(118
)
 
(1
)
 
(893
)
 
(1
)
Net gains
$
493

 
$
226

 
$
3,118

 
$
297

As of June 30, 2017, the amortized cost and fair value of securities, by contractual maturities, were as follows:

 
Available for Sale
 
Held to Maturity
(in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in one year or less
$
105,257

 
$
105,295

 
$
612

 
$
618

Due from one to five years
325,946

 
323,633

 
253,083

 
249,675

Due from five to ten years
19,367

 
19,317

 
68,554

 
69,711

Due after ten years
2,966

 
2,795

 
675,430

 
671,098

 
453,536

 
451,040

 
997,679

 
991,102

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
1,672,304

 
1,665,507

 
1,238,720

 
1,241,206

Agency collateralized mortgage obligations
483,556

 
474,467

 
757,780

 
744,836

Non-agency collateralized mortgage obligations
2

 
2

 
—

 
—

Commercial mortgage-backed securities
315

 
315

 
81,455

 
82,079

Equity securities
1,696

 
2,124

 
—

 
—

Total securities
$
2,611,409

 
$
2,593,455

 
$
3,075,634

 
$
3,059,223


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Table of Contents                                     

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 mortgage-backed securities based on the payment patterns of the underlying collateral.
Following is information relating to securities pledged:

(dollars in thousands)
June 30,
2017
 
December 31,
2016
Securities pledged (carrying value):
 
 
 
To secure public deposits, trust deposits and for other purposes as required by law
$
3,058,009

 
$
2,779,335

As collateral for short-term borrowings
299,651

 
322,038

Securities pledged as a percent of total securities
59.2
%
 
67.9
%

Following are summaries of the fair values and unrealized losses of temporarily impaired securities, segregated by length of impairment:

 
Less than 12 Months
 
12 Months or More
 
Total
(dollars in thousands)
#
 
Fair Value
 
Unrealized
Losses
 
#
 
Fair Value
 
Unrealized
Losses
 
#
 
Fair Value
 
Unrealized
Losses
Securities Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
13

 
$
237,159

 
$
(2,853
)
 
—

 
$
—

 
$
—

 
13

 
$
237,159

 
$
(2,853
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
57

 
1,185,412

 
(9,913
)
 
—

 
—

 
—

 
57

 
1,185,412

 
(9,913
)
Agency collateralized mortgage obligations
35

 
302,658

 
(5,864
)
 
10

 
90,687

 
(3,509
)
 
45

 
393,345

 
(9,373
)
Non-agency collateralized mortgage obligations
1

 
2

 
—

 
—

 
—

 
—

 
1

 
2

 
—

Commercial mortgage-backed securities
1

 
315

 
—

 
—

 
—

 
—

 
1

 
315

 
—

States of the U.S. and political subdivisions
9

 
14,906

 
(19
)
 
3

 
3,839

 
(8
)
 
12

 
18,745

 
(27
)
Other debt securities
—

 
—

 
—

 
3

 
4,680

 
(229
)
 
3

 
4,680

 
(229
)
Equity securities
3

 
1,219

 
(67
)
 
—

 
—

 
—

 
3

 
1,219

 
(67
)
Total temporarily impaired securities AFS
119

 
$
1,741,671

 
$
(18,716
)
 
16

 
$
99,206

 
$
(3,746
)
 
135

 
$
1,840,877

 
$
(22,462
)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
11

 
$
211,636

 
$
(3,370
)
 
—

 
$
—

 
$
—

 
11

 
$
211,636

 
$
(3,370
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
55

 
1,056,731

 
(16,994
)
 
—

 
—

 
—

 
55

 
1,056,731

 
(16,994
)
Agency collateralized mortgage obligations
26

 
346,662

 
(7,261
)
 
9

 
89,040

 
(3,843
)
 
35

 
435,702

 
(11,104
)
Commercial mortgage-backed securities
1

 
1,291

 
(1
)
 
—

 
—

 
—

 
1

 
1,291

 
(1
)
States of the U.S. and political subdivisions
20

 
28,631

 
(302
)
 
—

 
—

 
—

 
20

 
28,631

 
(302
)
Other debt securities
—

 
—

 
—

 
3

 
4,470

 
(435
)
 
3

 
4,470

 
(435
)
Total temporarily impaired securities AFS
113

 
$
1,644,951

 
$
(27,928
)
 
12

 
$
93,510

 
$
(4,278
)
 
125

 
$
1,738,461

 
$
(32,206
)

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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
Securities Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
11

 
$
201,295

 
$
(3,704
)
 
—

 
$
—

 
$
—

 
11

 
$
201,295

 
$
(3,704
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
37

 
668,448

 
(5,561
)
 
—

 
—

 
—

 
37

 
668,448

 
(5,561
)
Agency collateralized mortgage obligations
29

 
470,354

 
(11,451
)
 
11

 
91,676

 
(2,615
)
 
40

 
562,030

 
(14,066
)
Commercial mortgage-backed securities
3

 
14,839

 
(52
)
 
1

 
7,640

 
(227
)
 
4

 
22,479

 
(279
)
States of the U.S. and political subdivisions
58

 
176,763

 
(11,904
)
 
—

 
—

 
—

 
58

 
176,763

 
(11,904
)
Total temporarily impaired securities HTM
138

 
$
1,531,699

 
$
(32,672
)
 
12

 
$
99,316

 
$
(2,842
)
 
150

 
$
1,631,015

 
$
(35,514
)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored entities
10

 
$
185,525

 
$
(4,475
)
 
—

 
$
—

 
$
—

 
10

 
$
185,525

 
$
(4,475
)
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency mortgage-backed securities
36

 
551,404

 
(8,645
)
 
—

 
—

 
—

 
36

 
551,404

 
(8,645
)
Agency collateralized mortgage obligations
29

 
516,237

 
(13,710
)
 
12

 
112,690

 
(4,091
)
 
41

 
628,927

 
(17,801
)
Non-agency collateralized mortgage obligations
3

 
1,128

 
(6
)
 
—

 
—

 
—

 
3

 
1,128

 
(6
)
Commercial mortgage-backed securities
1

 
12,317

 
(10
)
 
1

 
8,267

 
(216
)
 
2

 
20,584

 
(226
)
States of the U.S. and political subdivisions
94

 
247,301

 
(19,638
)
 
—

 
—

 
—

 
94

 
247,301

 
(19,638
)
Total temporarily impaired securities HTM
173

 
$
1,513,912

 
$
(46,484
)
 
13

 
$
120,957

 
$
(4,307
)
 
186

 
$
1,634,869

 
$
(50,791
)
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 other-than-temporary impairment (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 six months ended June 30, 2017 or 2016.
States of the U.S. and Political Subdivisions
Our municipal bond portfolio with a carrying amount of $780.7 million as of June 30, 2017 is highly rated with an average entity-specific rating of AA and 100% of the portfolio rated A or better. All of the securities in the municipal portfolio are general obligation bonds. Geographically, municipal bonds support our primary footprint as 66.1% 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 $2.7 million. In addition to the strong stand-alone ratings, 62.0% 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.


20
Table of Contents                                     

5.
LOANS AND LEASES
Following is a summary of loans and leases, net of unearned income:

(in thousands)
Originated
Loans and
Leases
 
Acquired
Loans
 
Total
Loans and
Leases
June 30, 2017
 
 
 
 
 
Commercial real estate
$
4,610,404

 
$
4,212,525

 
$
8,822,929

Commercial and industrial
3,035,005

 
875,922

 
3,910,927

Commercial leases
226,483

 
—

 
226,483

Total commercial loans and leases
7,871,892

 
5,088,447

 
12,960,339

Direct installment
1,764,096

 
185,883

 
1,949,979

Residential mortgages
1,683,383

 
746,460

 
2,429,843

Indirect installment
1,374,370

 
154

 
1,374,524

Consumer lines of credit
1,120,050

 
668,484

 
1,788,534

Other
30,079

 
—

 
30,079

Total loans and leases, net of unearned income
$
13,843,870

 
$
6,689,428

 
$
20,533,298

December 31, 2016
 
 
 
 
 
Commercial real estate
$
4,095,817

 
$
1,339,345

 
$
5,435,162

Commercial and industrial
2,711,886

 
330,895

 
3,042,781

Commercial leases
196,636

 
—

 
196,636

Total commercial loans and leases
7,004,339

 
1,670,240

 
8,674,579

Direct installment
1,765,257

 
79,142

 
1,844,399

Residential mortgages
1,446,776

 
397,798

 
1,844,574

Indirect installment
1,196,110

 
203

 
1,196,313

Consumer lines of credit
1,099,627

 
201,573

 
1,301,200

Other
35,878

 
—

 
35,878

Total loans and leases, net of unearned income
$
12,547,987

 
$
2,348,956

 
$
14,896,943

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;
•
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;
•
Consumer lines of credit include home equity lines of credit (HELOC) and consumer lines of credit that are either unsecured or secured by collateral other than home equity; and
•
Other is comprised primarily of credit cards, mezzanine loans and student loans.
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.

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Table of Contents                                     

The loans and leases portfolio also contains Regency consumer finance loans to individuals in Pennsylvania, Ohio, Tennessee and Kentucky. Due to the relative size of the Regency consumer finance loan portfolio, these loans are not segregated from other consumer loans. The following table shows certain information relating to the Regency consumer finance loans:

(dollars in thousands)
June 30,
2017
 
December 31,
2016
Regency consumer finance loans
$
175,605

 
$
184,687

Percent of total loans and leases
0.9
%
 
1.2
%
The following table shows certain information relating to commercial real estate loans:
 
(dollars in thousands)
June 30,
2017
 
December 31,
2016
Commercial construction loans
$
971,412

 
$
459,995

Percent of total loans and leases
4.7
%
 
3.1
%
Commercial real estate:
 
 
 
Percent owner-occupied
36.4
%
 
36.2
%
Percent non-owner-occupied
63.6
%
 
63.8
%
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 2016 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:

(in thousands)
June 30,
2017
 
December 31,
2016
Accounted for under ASC 310-30:
 
 
 
Outstanding balance
$
6,043,780

 
$
2,346,687

Carrying amount
5,659,646

 
2,015,904

Accounted for under ASC 310-20:
 
 
 
Outstanding balance
1,051,656

 
342,015

Carrying amount
1,023,175

 
325,784

Total acquired loans:
 
 
 
Outstanding balance
7,095,436

 
2,688,702

Carrying amount
6,682,821

 
2,341,688

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 $20.8 million at June 30, 2017 and $7.1 million at December 31, 2016, representing 0.3% of the carrying amount of total acquired loans as of each date.

22
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.

 
Six Months Ended
June 30, 2017
(in thousands)
2017
 
2016
Balance at beginning of period
$
467,070

 
$
256,120

Acquisitions
444,715

 
308,311

Reduction due to unexpected early payoffs
(61,093
)
 
(35,879
)
Reclass from non-accretable difference
40,304

 
14,508

Disposals/transfers
(324
)
 
(208
)
Accretion
(100,628
)
 
(49,646
)
Balance at end of period
$
790,044

 
$
493,206

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.
During the six months ended June 30, 2017, there was an overall improvement in cash flow expectations which resulted in a net reclassification of $40.3 million from the non-accretable difference to accretable yield. This reclassification was $14.5 million for the six months ended June 30, 2016. The reclassification from the non-accretable difference to the accretable yield results in prospective yield adjustments on the loan pools.
The following table reflects amounts at acquisition for all purchased loans subject to ASC 310-30 (impaired and non-impaired loans with deteriorated credit quality) acquired from YDKN in 2017 based on the preliminary estimate of fair value as described in Note 3.

(in thousands)
Acquired
Impaired
Loans
 
Acquired
Performing
Loans
 
Total
Contractually required cash flows at acquisition
$
46,053

 
$
5,085,712

 
$
5,131,765

Non-accretable difference (expected losses and foregone interest)
(23,924
)
 
(406,173
)
 
(430,097
)
Cash flows expected to be collected at acquisition
22,129

 
4,679,539

 
4,701,668

Accretable yield
(3,266
)
 
(441,449
)
 
(444,715
)
Fair value of acquired loans at acquisition
$
18,863

 
$
4,238,090

 
$
4,256,953

In addition, loans purchased in the YDKN acquisition that were not subject to ASC 310-30 had the following balances at the date of acquisition: fair value of $778.4 million; unpaid principal balance of $791.3 million; and contractual cash flows not expected to be collected of $122.9 million.
Credit Quality
Management monitors the credit quality of our loan and lease 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 troubled debt restructurings (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 principal and interest is deemed uncollectible, unless the loan is both well secured and in the process of collection. Commercial loans are placed on non-accrual at 90 days, installment loans are placed on non-accrual

23
Table of Contents                                     

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 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. 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.
Following is a summary of non-performing assets:

(dollars in thousands)
June 30,
2017
 
December 31,
2016
Non-accrual loans
$
95,303

 
$
65,479

Troubled debt restructurings
19,487

 
20,428

Total non-performing loans
114,790

 
85,907

Other real estate owned (OREO)
45,712

 
32,490

Total non-performing assets
$
160,502

 
$
118,397

Asset quality ratios:
 
 
 
Non-performing loans / total loans and leases
0.56
%
 
0.58
%
Non-performing loans + OREO / total loans and leases + OREO
0.78
%
 
0.79
%
Non-performing assets / of total assets
0.52
%
 
0.54
%
The carrying value of residential OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure totaled $4.9 million at June 30, 2017 and $5.3 million at December 31, 2016. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at June 30, 2017 and December 31, 2016 totaled $11.2 million and $12.0 million, respectively.

24
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:

(in thousands)
30-89 Days
Past Due
 
> 90 Days
Past Due
and Still
Accruing
 
Non-
Accrual
 
Total
Past Due
 
Current
 
Total
Loans and
Leases
Originated Loans and Leases
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
4,171

 
$
1

 
$
24,624

 
$
28,796

 
$
4,581,608

 
$
4,610,404

Commercial and industrial
5,248

 
3

 
40,210

 
45,461

 
2,989,544

 
3,035,005

Commercial leases
1,302

 
—

 
1,507

 
2,809

 
223,674

 
226,483

Total commercial loans and leases
10,721

 
4

 
66,341

 
77,066

 
7,794,826

 
7,871,892

Direct installment
10,052

 
4,154

 
8,285

 
22,491

 
1,741,605

 
1,764,096

Residential mortgages
12,698

 
2,360

 
5,119

 
20,177

 
1,663,206

 
1,683,383

Indirect installment
7,174

 
465

 
1,744

 
9,383

 
1,364,987

 
1,374,370

Consumer lines of credit
2,527

 
1,183

 
2,162

 
5,872

 
1,114,178

 
1,120,050

Other
512

 
282

 
1,000

 
1,794

 
28,285

 
30,079

Total originated loans and leases
$
43,684

 
$
8,448

 
$
84,651

 
$
136,783

 
$
13,707,087

 
$
13,843,870

December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
8,452

 
$
1

 
$
20,114

 
$
28,567

 
$
4,067,250

 
$
4,095,817

Commercial and industrial
16,019

 
3

 
24,141

 
40,163

 
2,671,723

 
2,711,886

Commercial leases
973

 
1

 
3,429

 
4,403

 
192,233

 
196,636

Total commercial loans and leases
25,444

 
5

 
47,684

 
73,133

 
6,931,206

 
7,004,339

Direct installment
10,573

 
4,386

 
6,484

 
21,443

 
1,743,814

 
1,765,257

Residential mortgages
10,594

 
3,014

 
3,316

 
16,924

 
1,429,852

 
1,446,776

Indirect installment
9,312

 
513

 
1,983

 
11,808

 
1,184,302

 
1,196,110

Consumer lines of credit
3,529

 
1,112

 
1,616

 
6,257

 
1,093,370

 
1,099,627

Other
398

 
83

 
1,000

 
1,481

 
34,397

 
35,878

Total originated loans and leases
$
59,850

 
$
9,113

 
$
62,083

 
$
131,046

 
$
12,416,941

 
$
12,547,987



25
Table of Contents                                     

(in thousands)
30-89
Days
Past Due
 
> 90 Days
Past Due
and Still
Accruing
 
Non-
Accrual
 
Total
Past
Due (1) (2)
 
Current
 
Discount
 
Total
Loans
Acquired Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
52,011

 
$
37,196

 
$
3,478

 
$
92,685

 
$
4,326,243

 
$
(206,403
)
 
$
4,212,525

Commercial and industrial
5,552

 
6,222

 
6,676

 
18,450

 
913,794

 
(56,322
)
 
875,922

Total commercial loans
57,563

 
43,418

 
10,154

 
111,135

 
5,240,037

 
(262,725
)
 
5,088,447

Direct installment
2,086

 
1,888

 
—

 
3,974

 
180,278

 
1,631

 
185,883

Residential mortgages
18,141

 
12,384

 
—

 
30,525

 
758,511

 
(42,576
)
 
746,460

Indirect installment
—

 
1

 
—

 
1

 
37

 
116

 
154

Consumer lines of credit
9,153

 
3,731

 
498

 
13,382

 
669,981

 
(14,879
)
 
668,484

Total acquired loans
$
86,943

 
$
61,422

 
$
10,652

 
$
159,017

 
$
6,848,844

 
$
(318,433
)
 
$
6,689,428

December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
9,501

 
$
23,890

 
$
949

 
$
34,340

 
$
1,384,752

 
$
(79,747
)
 
$
1,339,345

Commercial and industrial
1,789

 
2,942

 
2,111

 
6,842

 
353,494

 
(29,441
)
 
330,895

Total commercial loans
11,290

 
26,832

 
3,060

 
41,182

 
1,738,246

 
(109,188
)
 
1,670,240

Direct installment
2,317

 
1,344

 
—

 
3,661

 
73,479

 
2,002

 
79,142

Residential mortgages
8,428

 
10,816

 
—

 
19,244

 
416,561

 
(38,007
)
 
397,798

Indirect installment
19

 
4

 
—

 
23

 
96

 
84

 
203

Consumer lines of credit
2,156

 
1,528

 
336

 
4,020

 
201,958

 
(4,405
)
 
201,573

Total acquired loans
$
24,210

 
$
40,524

 
$
3,396

 
$
68,130

 
$
2,430,340

 
$
(149,514
)
 
$
2,348,956


(1)
Past due information for acquired loans is based on the contractual balance outstanding at June 30, 2017 and December 31, 2016.
(2)
Acquired loans are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, as long as 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.
We utilize the following categories to monitor credit quality within our commercial loan and lease portfolio:

Rating
Category
Definition
Pass
in general, the condition and performance of the borrower 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 and performance of the borrower has significantly deteriorated and 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

26
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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.
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:

 
Commercial Loan and Lease Credit Quality Categories
(in thousands)
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Total
Originated Loans and Leases
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
4,418,459

 
$
122,831

 
$
68,911

 
$
203

 
$
4,610,404

Commercial and industrial
2,784,838

 
141,611

 
98,660

 
9,896

 
3,035,005

Commercial leases
221,434

 
3,611

 
1,438

 
—

 
226,483

Total originated commercial loans and leases
$
7,424,731

 
$
268,053

 
$
169,009

 
$
10,099

 
$
7,871,892

December 31, 2016
 
 
 
 
 
 
 
 
 
Commercial real estate
$
3,895,764

 
$
130,452

 
$
69,588

 
$
13

 
$
4,095,817

Commercial and industrial
2,475,955

 
104,652

 
128,089

 
3,190

 
2,711,886

Commercial leases
188,662

 
3,789

 
4,185

 
—

 
196,636

Total originated commercial loans and leases
$
6,560,381

 
$
238,893

 
$
201,862

 
$
3,203

 
$
7,004,339

Acquired Loans
 
 
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
3,589,248

 
$
376,733

 
$
246,299

 
$
245

 
$
4,212,525

Commercial and industrial
757,054

 
58,486

 
60,291

 
91

 
875,922

Total acquired commercial loans
$
4,346,302

 
$
435,219

 
$
306,590

 
$
336

 
$
5,088,447

December 31, 2016
 
 
 
 
 
 
 
 
 
Commercial real estate
$
1,144,676

 
$
85,894

 
$
108,128

 
$
647

 
$
1,339,345

Commercial and industrial
274,819

 
20,593

 
34,967

 
516

 
330,895

Total acquired commercial loans
$
1,419,495

 
$
106,487

 
$
143,095

 
$
1,163

 
$
1,670,240

Credit quality information for acquired loans is based on the contractual balance outstanding at June 30, 2017 and December 31, 2016.
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, 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:

 
Consumer Loan Credit Quality
by Payment Status
(in thousands)
Performing
 
Non-
Performing
 
Total
Originated loans
 
 
 
 
 
June 30, 2017
 
 
 
 
 
Direct installment
$
1,747,660

 
$
16,436

 
$
1,764,096

Residential mortgages
1,669,019

 
14,364

 
1,683,383

Indirect installment
1,372,414

 
1,956

 
1,374,370

Consumer lines of credit
1,116,714

 
3,336

 
1,120,050

Total originated consumer loans
$
5,905,807

 
$
36,092

 
$
5,941,899

December 31, 2016
 
 
 
 
 
Direct installment
$
1,750,305

 
$
14,952

 
$
1,765,257

Residential mortgages
1,433,409

 
13,367

 
1,446,776

Indirect installment
1,193,930

 
2,180

 
1,196,110

Consumer lines of credit
1,096,642

 
2,985

 
1,099,627

Total originated consumer loans
$
5,474,286

 
$
33,484

 
$
5,507,770

Acquired loans
 
 
 
 
 
June 30, 2017
 
 
 
 
 
Direct installment
$
185,883

 
$
—

 
$
185,883

Residential mortgages
746,460

 
—

 
746,460

Indirect installment
154

 
—

 
154

Consumer lines of credit
667,290

 
1,194

 
668,484

Total acquired consumer loans
$
1,599,787

 
$
1,194

 
$
1,600,981

December 31, 2016
 
 
 
 
 
Direct installment
$
79,142

 
$
—

 
$
79,142

Residential mortgages
397,798

 
—

 
397,798

Indirect installment
203

 
—

 
203

Consumer lines of credit
201,061

 
512

 
201,573

Total acquired consumer loans
$
678,204

 
$
512

 
$
678,716

Loans and leases 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 and leases 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.). Impairment is evaluated in the aggregate for consumer installment loans, residential mortgages, consumer lines of credit and commercial loan and lease relationships less than $500,000 based on loan and lease segment loss given default. For commercial loan relationships greater than or equal to $500,000, 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 and leases, interest income on impaired loans, except for those loans 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:

(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 Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
28,900

 
$
22,685

 
$
1,834

 
$
24,519

 
$
203

 
$
23,845

Commercial and industrial
46,200

 
13,038

 
26,631

 
39,669

 
9,909

 
37,011

Commercial leases
1,507

 
1,507

 
—

 
1,507

 
—

 
1,762

Total commercial loans and leases
76,607

 
37,230

 
28,465

 
65,695

 
10,112

 
62,618

Direct installment
18,651

 
16,436

 
—

 
16,436

 
—

 
16,273

Residential mortgages
15,515

 
14,364

 
—

 
14,364

 
—

 
14,357

Indirect installment
4,622

 
1,956

 
—

 
1,956

 
—

 
1,821

Consumer lines of credit
4,247

 
3,336

 
—

 
3,336

 
—

 
3,125

Other
1,000

 
1,000

 
—

 
1,000

 
—

 
1,000

Total
$
120,642

 
$
74,322

 
$
28,465

 
$
102,787

 
$
10,112

 
$
99,194

At or for the Year Ended
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
23,771

 
$
19,699

 
$
464

 
$
20,163

 
$
13

 
$
19,217

Commercial and industrial
25,719

 
14,781

 
8,996

 
23,777

 
3,190

 
29,730

Commercial leases
3,429

 
3,429

 
—

 
3,429

 
—

 
3,394

Total commercial loans and leases
52,919

 
37,909

 
9,460

 
47,369

 
3,203

 
52,341

Direct installment
16,440

 
14,952

 
—

 
14,952

 
—

 
14,997

Residential mortgages
14,090

 
13,367

 
—

 
13,367

 
—

 
13,200

Indirect installment
5,172

 
2,180

 
—

 
2,180

 
—

 
2,037

Consumer lines of credit
3,858

 
2,985

 
—

 
2,985

 
—

 
2,813

Other
1,000

 
1,000

 
—

 
1,000

 
—

 
1,000

Total
$
93,479

 
$
72,393

 
$
9,460

 
$
81,853

 
$
3,203

 
$
86,388

Interest income continued to accrue on certain impaired loans and totaled approximately $2.6 million and $2.2 million for the six months ended June 30, 2017 and 2016, 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:
(in thousands)
June 30,
2017
 
December 31,
2016
Commercial real estate
$
3,626

 
$
4,538

Commercial and industrial
108

 
500

Total commercial loans
3,734

 
5,038

Direct installment
1,037

 
1,005

Residential mortgages
753

 
632

Indirect installment
221

 
221

Consumer lines of credit
862

 
372

Total allowance on acquired loans
$
6,607

 
$
7,268


29
Table of Contents                                     

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 payment status of TDRs:
 
(in thousands)
Originated
 
Acquired
 
Total
June 30, 2017
 
 
 
 
 
Accruing:
 
 
 
 
 
Performing
$
18,113

 
$
271

 
$
18,384

Non-performing
18,791

 
696

 
19,487

Non-accrual
13,894

 
—

 
13,894

Total TDRs
$
50,798

 
$
967

 
$
51,765

December 31, 2016
 
 
 
 
 
Accruing:
 
 
 
 
 
Performing
$
17,105

 
$
365

 
$
17,470

Non-performing
20,252

 
176

 
20,428

Non-accrual
9,035

 
—

 
9,035

Total TDRs
$
46,392

 
$
541

 
$
46,933

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 six months ended June 30, 2017, we returned to performing status $3.5 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 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 $500,000 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 individual loans under $500,000 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:
 
(in thousands)
June 30,
2017
 
December 31,
2016
Specific reserves for commercial TDRs
$
275

 
$
291

Pooled reserves for individual loans under $500
257

 
276

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 $3.7 million at both June 30, 2017 and December 31, 2016. Upon default of an individual loan, our charge-off policy is followed accordingly for that class of loan.

30
Table of Contents                                     

The majority of TDRs are the result of interest rate concessions for a limited period of time. Following is a summary of loans, by class, that have been restructured:

 
Three Months Ended June 30, 2017
 
Six Months Ended June 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
1

 
$
463

 
$
463

 
2

 
$
595

 
$
566

Commercial and industrial
2

 
4,038

 
4,204

 
2

 
3,542

 
4,204

Total commercial loans
3

 
4,501

 
4,667

 
4

 
4,137

 
4,770

Direct installment
162

 
1,448

 
1,301

 
333

 
2,951

 
2,688

Residential mortgages
9

 
405

 
345

 
16

 
570

 
497

Indirect installment
4

 
15

 
14

 
9

 
31

 
27

Consumer lines of credit
21

 
311

 
208

 
43

 
1,054

 
905

Total
199

 
$
6,680

 
$
6,535

 
405

 
$
8,743

 
$
8,887


 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
(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
—

 
$
—

 
$
—

 
4

 
$
778

 
$
749

Commercial and industrial
—

 
—

 
—

 
—

 
—

 
—

Total commercial loans
—

 
—

 
—

 
4

 
778

 
749

Direct installment
120

 
1,960

 
1,832

 
265

 
3,984

 
3,772

Residential mortgages
8

 
385

 
390

 
27

 
1,420

 
1,402

Indirect installment
2

 
6

 
6

 
5

 
17

 
17

Consumer lines of credit
17

 
302

 
298

 
36

 
481

 
473

Total
147

 
$
2,653

 
$
2,526

 
337

 
$
6,680

 
$
6,413

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.
 
 
Three Months Ended
June 30, 2017
 
Six Months Ended
June 30, 2017
(dollars in thousands)
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Commercial real estate
—

 
$
—

 
—

 
$
—

Commercial and industrial
2

 
312

 
3

 
326

Total commercial loans
2

 
312

 
3

 
326

Direct installment
31

 
134

 
55

 
146

Residential mortgages
1

 
80

 
4

 
264

Indirect installment
6

 
19

 
10

 
19

Consumer lines of credit
1

 
63

 
1

 
63

Total
41

 
$
608

 
73

 
$
818



31
Table of Contents                                     

 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
(dollars in thousands)
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Commercial real estate
—

 
$
—

 
—

 
$
—

Commercial and industrial
—

 
—

 
—

 
—

Total commercial loans
—

 
—

 
—

 
—

Direct installment
32

 
135

 
57

 
246

Residential mortgages
3

 
142

 
4

 
193

Indirect installment
2

 
8

 
6

 
8

Consumer lines of credit
1

 
55

 
2

 
65

Total
38

 
$
340

 
69

 
$
512


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 adequacy of the allowance for credit losses.



32
Table of Contents                                     

Following is a summary of changes in the allowance for credit losses, by loan and lease class:

(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 June 30, 2017
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
46,389

 
$
(318
)
 
$
505

 
$
187

 
$
382

 
$
46,958

Commercial and industrial
53,570

 
(7,736
)
 
183

 
(7,553
)
 
8,091

 
54,108

Commercial leases
3,513

 
(208
)
 
3

 
(205
)
 
814

 
4,122

Total commercial loans and leases
103,472

 
(8,262
)
 
691

 
(7,571
)
 
9,287

 
105,188

Direct installment
20,210

 
(3,245
)
 
581

 
(2,664
)
 
3,190

 
20,736

Residential mortgages
10,210

 
(182
)
 
10

 
(172
)
 
1,214

 
11,252

Indirect installment
9,630

 
(1,966
)
 
614

 
(1,352
)
 
2,296

 
10,574

Consumer lines of credit
8,883

 
(583
)
 
150

 
(433
)
 
1,054

 
9,504

Other
1,809

 
(821
)
 
353

 
(468
)
 
497

 
1,838

Total allowance on originated loans
and leases
154,214

 
(15,059
)
 
2,399

 
(12,660
)
 
17,538

 
159,092

Purchased credit-impaired loans
660

 
(1
)
 
—

 
(1
)
 
(19
)
 
640

Other acquired loans
5,908

 
(74
)
 
896

 
822

 
(763
)
 
5,967

Total allowance on acquired loans
6,568

 
(75
)
 
896

 
821

 
(782
)
 
6,607

Total allowance
$
160,782

 
$
(15,134
)
 
$
3,295

 
$
(11,839
)
 
$
16,756

 
$
165,699

Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
46,635

 
$
(1,306
)
 
$
866

 
$
(440
)
 
$
763

 
$
46,958

Commercial and industrial
47,991

 
(10,199
)
 
657

 
(9,542
)
 
15,659

 
54,108

Commercial leases
3,280

 
(714
)
 
4

 
(710
)
 
1,552

 
4,122

Total commercial loans and leases
97,906

 
(12,219
)
 
1,527

 
(10,692
)
 
17,974

 
105,188

Direct installment
21,391

 
(6,119
)
 
1,209

 
(4,910
)
 
4,255

 
20,736

Residential mortgages
10,082

 
(362
)
 
171

 
(191
)
 
1,361

 
11,252

Indirect installment
10,564

 
(4,336
)
 
1,395

 
(2,941
)
 
2,951

 
10,574

Consumer lines of credit
9,456

 
(1,041
)
 
315

 
(726
)
 
774

 
9,504

Other
1,392

 
(1,794
)
 
680

 
(1,114
)
 
1,560

 
1,838

Total allowance on originated loans and leases
150,791

 
(25,871
)
 
5,297

 
(20,574
)
 
28,875

 
159,092

Purchased credit-impaired loans
572

 
(1
)
 
—

 
(1
)
 
69

 
640

Other acquired loans
6,696

 
(556
)
 
1,165

 
609

 
(1,338
)
 
5,967

Total allowance on acquired loans
7,268

 
(557
)
 
1,165

 
608

 
(1,269
)
 
6,607

Total allowance
$
158,059

 
$
(26,428
)
 
$
6,462

 
$
(19,966
)
 
$
27,606

 
$
165,699




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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 June 30, 2016
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
43,898

 
$
(666
)
 
$
1,109

 
$
443

 
$
87

 
$
44,428

Commercial and industrial
47,863

 
(5,671
)
 
190

 
(5,481
)
 
9,093

 
51,475

Commercial leases
2,818

 
(603
)
 
32

 
(571
)
 
800

 
3,047

Total commercial loans and leases
94,579

 
(6,940
)
 
1,331

 
(5,609
)
 
9,980

 
98,950

Direct installment
20,725

 
(2,421
)
 
454

 
(1,967
)
 
2,785

 
21,543

Residential mortgages
7,810

 
(72
)
 
38

 
(34
)
 
634

 
8,410

Indirect installment
9,065

 
(1,763
)
 
666

 
(1,097
)
 
1,575

 
9,543

Consumer lines of credit
8,967

 
(528
)
 
49

 
(479
)
 
661

 
9,149

Other
1,074

 
(725
)
 
26

 
(699
)
 
749

 
1,124

Total allowance on originated loans
and leases
142,220

 
(12,449
)
 
2,564

 
(9,885
)
 
16,384

 
148,719

Purchased credit-impaired loans
704

 
(239
)
 
—

 
(239
)
 
167

 
632

Other acquired loans
4,876

 
(226
)
 
279

 
53

 
89

 
5,018

Total allowance on acquired loans
5,580

 
(465
)
 
279

 
(186
)
 
256

 
5,650

Total allowance
$
147,800

 
$
(12,914
)
 
$
2,843

 
$
(10,071
)
 
$
16,640

 
$
154,369

Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
Commercial real estate
$
41,741

 
$
(2,035
)
 
$
1,706

 
$
(329
)
 
$
3,016

 
$
44,428

Commercial and industrial
41,023

 
(5,969
)
 
380

 
(5,589
)
 
16,041

 
51,475

Commercial leases
2,541

 
(717
)
 
46

 
(671
)
 
1,177

 
3,047

Total commercial loans and leases
85,305

 
(8,721
)
 
2,132

 
(6,589
)
 
20,234

 
98,950

Direct installment
21,587

 
(5,088
)
 
908

 
(4,180
)
 
4,136

 
21,543

Residential mortgages
7,909

 
(157
)
 
57

 
(100
)
 
601

 
8,410

Indirect installment
9,889

 
(3,705
)
 
928

 
(2,777
)
 
2,431

 
9,543

Consumer lines of credit
9,582

 
(1,002
)
 
105

 
(897
)
 
464

 
9,149

Other
1,013

 
(1,279
)
 
32

 
(1,247
)
 
1,358

 
1,124

Total allowance on originated loans and leases
135,285

 
(19,952
)
 
4,162

 
(15,790
)
 
29,224

 
148,719

Purchased credit-impaired loans
834

 
(399
)
 
—

 
(399
)
 
197

 
632

Other acquired loans
5,893

 
(447
)
 
585

 
138

 
(1,013
)
 
5,018

Total allowance on acquired loans
6,727

 
(846
)
 
585

 
(261
)
 
(816
)
 
5,650

Total allowance
$
142,012

 
$
(20,798
)
 
$
4,747

 
$
(16,051
)
 
$
28,408

 
$
154,369



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Table of Contents                                     

Following is a summary of the individual and collective originated allowance for credit losses and corresponding loan and lease balances by class:

 
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
June 30, 2017
 
 
 
 
 
 
 
 
 
Commercial real estate
$
203

 
$
46,755

 
$
4,610,404

 
$
15,350

 
$
4,595,054

Commercial and industrial
9,909

 
44,199

 
3,035,005

 
36,638

 
2,998,367

Commercial leases
—

 
4,122

 
226,483

 
—

 
226,483

Total commercial loans and leases
10,112

 
95,076

 
7,871,892

 
51,988

 
7,819,904

Direct installment
—

 
20,736

 
1,764,096

 
—

 
1,764,096

Residential mortgages
—

 
11,252

 
1,683,383

 
—

 
1,683,383

Indirect installment
—

 
10,574

 
1,374,370

 
—

 
1,374,370

Consumer lines of credit
—

 
9,504

 
1,120,050

 
—

 
1,120,050

Other
—

 
1,838

 
30,079

 
—

 
30,079

Total
$
10,112

 
$
148,980

 
$
13,843,870

 
$
51,988

 
$
13,791,882

December 31, 2016
 
 
 
 
 
 
 
 
 
Commercial real estate
$
13

 
$
46,622

 
$
4,095,817

 
$
12,973

 
$
4,082,844

Commercial and industrial
3,190

 
44,801

 
2,711,886

 
21,746

 
2,690,140

Commercial leases
—

 
3,280

 
196,636

 
—

 
196,636

Total commercial loans and leases
3,203

 
94,703

 
7,004,339

 
34,719

 
6,969,620

Direct installment
—

 
21,391

 
1,765,257

 
—

 
1,765,257

Residential mortgages
—

 
10,082

 
1,446,776

 
—

 
1,446,776

Indirect installment
—

 
10,564

 
1,196,110

 
—

 
1,196,110

Consumer lines of credit
—

 
9,456

 
1,099,627

 
—

 
1,099,627

Other
—

 
1,392

 
35,878

 
—

 
35,878

Total
$
3,203

 
$
147,588

 
$
12,547,987

 
$
34,719

 
$
12,513,268


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 was $2.8 billion and $1.8 billion as of June 30, 2017 and December 31, 2016, respectively.
Mortgage servicing fees, which include late fees and ancillary fees, are recorded in mortgage banking operations income in the consolidated statements of income, and totaled $3.6 million and $1.8 million, respectively, in the six months ended June 30, 2017 and 2016.

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Following is a summary of the MSR activity:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Balance at beginning of period
$
22,866

 
$
9,240

 
$
13,521

 
$
8,921

Fair value of MSRs acquired
—

 
—

 
8,553

 
—

Additions
2,576

 
1,711

 
4,030

 
2,595

Payoffs and curtailments
(441
)
 
(199
)
 
(580
)
 
(297
)
Amortization
(557
)
 
(449
)
 
(1,080
)
 
(916
)
Balance at end of period
$
24,444

 
$
10,303

 
$
24,444

 
$
10,303

Fair value, beginning of period
$
26,962

 
$
11,538

 
$
17,546

 
$
11,503

Fair value, end of period
27,173

 
11,504

 
27,173

 
11,504


We did not have a valuation allowance for MSRs for either period presented in the table above.
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. 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.
Following is a summary of the sensitivity of the fair value of MSRs to changes in key assumptions:
 
(dollars in thousands)
June 30,
2017
 
December 31,
2016
Weighted average life (months)
78.6

 
79.0

Constant prepayment rate (annualized)
10.2
%
 
9.9
%
Discount rate
9.8
%
 
9.8
%
Effect on fair value due to change in interest rates:
 
 
 
+0.25%
$
1,406

 
$
692

+0.50%
2,638

 
1,288

-0.25%
(1,585
)
 
(789
)
-0.50%
(3,241
)
 
(1,680
)
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
Beginning in March 2017, as a result of the YDKN acquisition, 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 was $313.4 million as of June 30, 2017. Servicing fees, which are recorded in service charges in the consolidated statements of income, totaled $1.1 million for the six months ended June 30, 2017.

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Table of Contents                                     

Following is a summary of the activity in SBA servicing assets:
 
(in thousands)
Three Months Ended June 30, 2017
 
Six Months Ended June 30, 2017
Balance at beginning of period
$
5,339

 
$
—

Fair value of servicing rights acquired
—

 
5,399

Additions
264

 
264

Amortization
(319
)
 
(379
)
Balance at end of period
$
5,284

 
$
5,284

Fair value, beginning of period
$
5,399

 
$
—

Fair value, end of period
5,299

 
$
5,299

Following is a summary of key assumptions and the sensitivity of the SBA loan servicing rights to changes in these assumptions at June 30, 2017:
 
June 30, 2017
 
 
 
Decline in fair value due to
(dollars in thousands)
Actual
 
10% adverse change
 
20% adverse change
Weighted-average life (months)
68.0

 
 
 
 
Constant prepayment rate (annualized)
8.02
%
 
$
(140
)
 
$
(275
)
Discount rate
13.27

 
(165
)
 
(321
)
The fair value of the SBA servicing assets is compared to the amortized basis when certain triggering events occur. 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 did not have a valuation allowance for SBA servicing assets as of June 30, 2017.

8.
BORROWINGS
Following is a summary of short-term borrowings:

(in thousands)
June 30,
2017
 
December 31,
2016
Securities sold under repurchase agreements
$
270,216

 
$
313,062

Federal Home Loan Bank advances
2,620,000

 
1,025,000

Federal funds purchased
1,402,000

 
1,037,000

Subordinated notes
133,751

 
127,948

Total short-term borrowings
$
4,425,967

 
$
2,503,010

Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements is 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 outstanding balance.




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Table of Contents                                     

Following is a summary of long-term borrowings:

(in thousands)
June 30,
2017
 
December 31,
2016
Federal Home Loan Bank advances
$
300,086

 
$
305,110

Subordinated notes
85,933

 
87,147

Junior subordinated debt
110,106

 
48,600

Other subordinated debt
160,758

 
98,637

Total long-term borrowings
$
656,883

 
$
539,494

Our banking affiliate has available credit with the FHLB of $7.8 billion of which $2.9 billion was utilized as of June 30, 2017. These advances are secured by loans collateralized by residential mortgages, HELOCs, 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 1.11% to 4.19% for the six months ended June 30, 2017 and 0.95% to 4.19% for the year ended December 31, 2016.
On May 1, 2017, we repaid $7.5 million in other subordinated debt that we acquired from YDKN.
The junior subordinated debt is comprised of debt securities issued by FNB in relation to our six unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated variable interest entities. One hundred percent of the common equity of each Trust is owned by FNB. The Trusts were formed for the purpose of issuing FNB-obligated mandatorily redeemable capital securities, or trust preferred securities (TPS) to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities issued by FNB, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our financial statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by us on the junior subordinated debt held by the Trusts. F.N.B. Statutory Trust II was formed by us, and the other five statutory trusts were assumed through acquisitions. The acquired statutory trusts were adjusted to fair value in conjunction with the various acquisitions. During 2016, we redeemed $10.0 million of the TPS issued by Omega Financial Capital Trust I.
We record the distributions on the junior subordinated debt issued to the Trusts as interest expense. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debt. The TPS are eligible for redemption at any time at our discretion. Under capital guidelines effective January 1, 2016, the junior subordinated debt, net of our investments in the Trusts, is included in tier 2 capital. We have entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees.
The following table provides information relating to the Trusts as of June 30, 2017:

(dollars in thousands)
Trust
Preferred
Securities
 
Common
Securities
 
Junior
Subordinated
Debt
 
Stated
Maturity
Date
 
 
 
Interest Rate and
Rate Reset Factor
F.N.B. Statutory Trust II
$
21,500

 
$
665

 
$
22,165

 
6/15/2036
 
2.90
%
 
LIBOR + 165 basis points (bps)
Omega Financial Capital Trust I
26,000

 
1,114

 
26,454

 
10/18/2034
 
3.35
%
 
LIBOR + 219 bps
Yadkin Valley Statutory Trust I
25,000

 
774

 
20,739

 
12/15/2037
 
2.57
%
 
LIBOR + 132 bps
FNB Financial Services Capital Trust I
25,000

 
774

 
21,692

 
9/30/2035
 
2.61
%
 
LIBOR + 146 bps
American Community Capital Trust II
10,000

 
310

 
10,452

 
12/15/2033
 
3.95
%
 
LIBOR + 280 bps
Crescent Financial Capital Trust I
8,000

 
248

 
8,604

 
10/7/2033
 
4.26
%
 
LIBOR + 310 bps
Total
$
115,500

 
$
3,885

 
$
110,106

 
 
 
 
 
 

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,

38
Table of Contents                                     

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 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:

 
June 30, 2017
 
December 31, 2016
 
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
$
705,000

 
$
862

 
$
1,194

 
$
450,000

 
$
9,256

 
$
1,171

Interest rate swaps – not designated
2,014,278

 
472

 
13,758

 
1,689,157

 
12,720

 
34,046

Equity contracts – not designated
1,180

 
26

 
—

 
1,180

 
61

 
—

Total subject to master netting arrangements
2,720,458

 
1,360

 
14,952

 
2,140,337

 
22,037

 
35,217

Not subject to master netting arrangements:
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps – not designated
2,014,278

 
36,762

 
10,393

 
1,689,157

 
32,170

 
11,866

Interest rate lock commitments – not designated
187,375

 
5,437

 
14

 
—

 
—

 
—

Forward delivery commitments – not designated
206,853

 
574

 
357

 
—

 
—

 
—

Credit risk contracts – not designated
207,566

 
26

 
115

 
174,538

 
13

 
123

Equity contracts – not designated
1,180

 
—

 
26

 
1,180

 
—

 
61

Total not subject to master netting arrangements
2,617,252

 
42,799

 
10,905

 
1,864,875

 
32,183

 
12,050

Total
$
5,337,710

 
$
44,159

 
$
25,857

 
$
4,005,212

 
$
54,220

 
$
47,267

On January 3, 2017, the Chicago Mercantile Exchange (CME) 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 CME 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 five 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

39
Table of Contents                                     

with the forecasted transaction when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.
Following is a summary of key data related to interest rate contracts:

(in thousands)
June 30,
2017
 
December 31,
2016
Notional amount
$
705,000

 
$
450,000

Fair value included in other assets
862

 
9,256

Fair value included in other liabilities
1,194

 
1,171

The following table shows amounts reclassified from accumulated other comprehensive income (AOCI) for the six months ended June 30, 2017:

(in thousands)
Total
 
Net of Tax
Reclassified from AOCI to interest income
$
900

 
$
585

Reclassified from AOCI to interest expense
652

 
424

As of June 30, 2017, the maximum length of time over which forecasted interest cash flows are hedged is 6 years. In the twelve months that follow June 30, 2017, we expect to reclassify from the amount currently reported in AOCI net derivative gains of $4,000 ($3,000 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 June 30, 2017.
There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to these cash flow hedges. For the six months ended June 30, 2017 and 2016, there was no hedge ineffectiveness. Also, during the six months ended June 30, 2017 and 2016, 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
Interest Rate Swaps. We enter into interest rate swap agreements to meet the financing, interest rate and equity risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. Swap derivative transactions with customers are not subject to enforceable master netting arrangements and are generally secured by rights to non-financial collateral, such as real and personal property.
We enter into positions with a derivative counterparty in order to offset our exposure on the fixed components of the customer interest rate swap agreements. We seek to minimize counterparty credit risk by entering into transactions only with high-quality financial dealer institutions. These arrangements meet the definition of derivatives, but are not designated as hedging instruments under ASC 815, Derivatives and Hedging. Substantially all contracts with dealers that require central clearing (generally, transactions since June 10, 2014) are novated to a SEC registered clearing agency who becomes our counterparty.
Following is a summary of key data related to interest rate swaps:

(in thousands)
June 30,
2017
 
December 31,
2016
Notional amount
$
4,028,556

 
$
3,378,314

Fair value included in other assets
37,234

 
44,890

Fair value included in other liabilities
24,151

 
45,912


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Table of Contents                                     

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.
Interest Rate Lock Commitments. Interest rate lock commitments (IRLCs) represent an agreement to extend credit to a mortgage loan borrower, or an agreement to purchase a loan from a third-party originator, whereby the interest rate on the loan is set prior to funding. We are bound to fund the loan at a specified rate, regardless of whether interest rates have changed between the commitment date and the loan funding date, subject to the loan approval process. The borrower is not obligated to perform under the commitment. As such, outstanding IRLCs subject us to interest rate risk and related price risk during the period from the commitment to the borrower through the loan funding date, or commitment expiration. The IRLCs generally range between 30 to 90 days. The IRLCs are 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 mortgage banking operations income.
Forward Delivery Commitments. Forward delivery commitments on mortgage-backed securities are used to manage the interest rate and price risk of our IRLCs and mortgage loan held for sale inventory by fixing the forward sale price that will be realized upon sale of the mortgage loans into the secondary market. Historical commitment-to-closing ratios are considered to estimate the quantity of mortgage loans that will fund within the terms of the IRLCs. The forward delivery contracts are 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 mortgage banking operations income.
Credit Risk Contracts. We purchase and sell credit protection under risk participation agreements to share with other counterparties some of the credit exposure related to interest rate derivative contracts or to take on credit exposure to generate revenue. We will make/receive payments under these agreements if a customer defaults on our obligation to perform under certain derivative swap contracts.
Risk participation agreements sold with notional amounts totaling $145.4 million as of June 30, 2017 have remaining terms ranging from 5 months to 9 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 $115,000 and $123,000 at June 30, 2017 and December 31, 2016, respectively. The fair values of risk participation agreements purchased and sold were not material at June 30, 2017 and December 31, 2016.
Counterparty Credit Risk
We are party to master netting arrangements with most of our swap derivative 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 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 $1.3 million and $1.1 million as of June 30, 2017 and December 31, 2016, respectively, in excess of amounts previously posted as collateral with the respective counterparty.

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The following table presents information about derivative assets and derivative liabilities that are subject to enforceable master netting arrangements as well as those not subject to enforceable master netting arrangements:

(in thousands)
Gross Amount
 
Gross
Amounts
Offset in the
Balance
Sheet
 
Net Amount
Presented in
the Balance
Sheet
June 30, 2017
 
 
 
 
 
Derivative Assets
 
 
 
 
 
Subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
Designated
$
862

 
$
—

 
$
862

Not designated
472

 
—

 
472

Equity contracts – not designated
26

 
—

 
26

Not subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts – not designated
36,762

 
—

 
36,762

Interest rate lock commitments – not designated
5,437

 
—

 
5,437

Forward delivery commitments – not designated
574

 
—

 
574

Credit risk contracts – not designated
26

 
—

 
26

Total derivative assets
$
44,159

 
$
—

 
$
44,159

Derivative Liabilities
 
 
 
 
 
Subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
Designated
$
1,194

 
$
—

 
$
1,194

Not designated
13,758

 
—

 
13,758

Not subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts – not designated
10,393

 
—

 
10,393

Interest rate lock commitments – not designated
14

 
—

 
14

Forward delivery commitments – not designated
357

 
—

 
357

Credit risk contracts – not designated
115

 
—

 
115

Equity contracts – not designated
26

 
—

 
26

Total derivative liabilities
$
25,857

 
$
—

 
$
25,857



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(in thousands)
Gross
Amount
 
Gross
Amounts
Offset in the
Balance
Sheet
 
Net Amount
Presented in
the Balance
Sheet
December 31, 2016
 
 
 
 
 
Derivative Assets
 
 
 
 
 
Subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
Designated
$
9,256

 
$
—

 
$
9,256

Not designated
12,720

 
—

 
12,720

Equity contracts – not designated
61

 
—

 
61

Not subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts – not designated
32,170

 
—

 
32,170

Credit contracts – not designated
13

 
—

 
13

Total derivative assets
$
54,220

 
$
—

 
$
54,220

Derivative Liabilities
 
 
 
 
 
Subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
Designated
$
1,171

 
$
—

 
$
1,171

Not designated
34,046

 
—

 
34,046

Not subject to master netting arrangements:
 
 
 
 
 
Interest rate contracts – not designated
11,866

 
—

 
11,866

Credit contracts – not designated
123

 
—

 
123

Equity contracts – not designated
61

 
—

 
61

Total derivative liabilities
$
47,267

 
$
—

 
$
47,267



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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:

 
 
 
Amount Not Offset in the
Balance Sheet
 
 
(in thousands)
Net Amount
Presented in
the Balance
Sheet
 
Financial
Instruments
 
Cash
Collateral
 
Net
Amount
June 30, 2017
 
 
 
 
 
 
 
Derivative Assets
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
862

 
$
862

 
$
—

 
$
—

Not designated
472

 
405

 
—

 
67

Equity contracts – not designated
26

 
26

 
—

 
—

Total
$
1,360

 
$
1,293

 
$
—

 
$
67

Derivative Liabilities
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
1,194

 
$
1,194

 
$
—

 
$
—

Not designated
13,758

 
12,418

 
—

 
1,340

Total
$
14,952

 
$
13,612

 
$
—

 
$
1,340

December 31, 2016
 
 
 
 
 
 
 
Derivative Assets
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
9,256

 
$
843

 
$
8,413

 
$
—

Not designated
12,720

 
474

 
12,132

 
114

Equity contracts – not designated
61

 
61

 
—

 
—

Total
$
22,037

 
$
1,378

 
$
20,545

 
$
114

Derivative Liabilities
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
Designated
$
1,171

 
$
1,171

 
$
—

 
$
—

Not designated
34,046

 
15,490

 
17,651

 
905

Total
$
35,217

 
$
16,661

 
$
17,651

 
$
905

The following table presents the effect of certain derivative financial instruments on the income statement:

 
 
 
Six Months Ended
June 30,
(in thousands)
Income Statement Location
 
2017
 
2016
Interest Rate Contracts
Interest income - loans and leases
 
$
900

 
$
1,368

Interest Rate Contracts
Interest expense – short-term borrowings
 
652

 
286

Interest Rate Swaps
Other income
 
(465
)
 
(168
)
Credit Risk Contracts
Other income
 
21

 
(234
)


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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:

(in thousands)
June 30,
2017
 
December 31,
2016
Commitments to extend credit
$
6,326,459

 
$
4,424,834

Standby letters of credit
134,951

 
117,732

At June 30, 2017, funding of 74.4% 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, 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 would make the loss contingency both probable and reasonably estimable. We believe that our accruals for legal proceedings

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are appropriate and, in the aggregate, are not material to the consolidated financial position, although future accruals could have a material effect on net income in a given period.

11.
STOCK INCENTIVE PLANS
Restricted Stock
We issue restricted stock awards, consisting of both restricted stock and restricted stock units, to key employees under our Incentive Compensation Plans (Plan). Beginning in 2014, 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 251,379 and 277,174 performance-based restricted stock units during the first six months of 2017 and 2016, respectively. For performance-based restricted stock awards granted, the recipients will earn shares, totaling between 0% and 175% of the number of units issued, based on our total stockholder return relative to a specified peer group of financial institutions over the three-year period. These market-based restricted stock units are included in the table below as if the recipients earned shares equal to 100% of the units issued.
Prior to 2014, more than half of the restricted stock awards granted to management were earned if we met or exceeded certain financial performance results when compared to our peers. These performance-related awards were expensed ratably from the date that the likelihood of meeting the performance measure was probable through the end of a four-year vesting period. The service-based awards were expensed ratably over a three-year vesting period. We also issued discretionary service-based awards to certain employees that vested over five years.
The following table details our issuance of restricted stock awards and the aggregate weighted average grant date fair values under these plans for the years indicated. As of June 30, 2017, we had available up to 2,657,259 shares of common stock to issue under this Plan.
 
Six Months Ended June 30,
(dollars in thousands)
2017
 
2016
Restricted stock awards
707,851

 
571,322

Weighted average grant date fair values
$
10,398

 
$
7,347

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.
The following table summarizes the activity relating to restricted stock awards during the periods indicated:

 
Six Months Ended June 30,
 
2017
 
2016
 
Awards
 
Weighted
Average
Grant
Price
 
Awards
 
Weighted
Average
Grant
Price
Unvested awards outstanding at beginning of period
1,836,363

 
$
12.97

 
1,548,444

 
$
12.85

Granted
707,851

 
14.69

 
571,322

 
12.86

Vested
(592,202
)
 
12.84

 
(372,928
)
 
12.10

Forfeited/expired
(14,679
)
 
13.23

 
(20,230
)
 
12.97

Dividend reinvestment
28,454

 
14.49

 
27,210

 
12.30

Unvested awards outstanding at end of period
1,965,787

 
13.65

 
1,753,818

 
13.01


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The following table provides certain information related to restricted stock awards:

(in thousands)
Six Months Ended
June 30,
 
2017
 
2016
Stock-based compensation expense
$
3,958

 
$
2,916

Tax benefit related to stock-based compensation expense
1,385

 
1,021

Fair value of awards vested
8,013

 
4,542


As of June 30, 2017, there was $16.5 million of unrecognized compensation cost related to unvested restricted stock awards, including $0.9 million that is subject to accelerated vesting under the Plan’s immediate vesting upon retirement provision for awards granted prior to the adoption of ASC 718, Compensation – Stock Compensation. The components of the restricted stock awards as of June 30, 2017 are as follows:

(dollars in thousands)
Service-
Based
Awards
 
Performance-
Based
Awards
 
Total
Unvested restricted stock awards
1,069,132

 
896,655

 
1,965,787

Unrecognized compensation expense
$
9,541

 
$
6,957

 
$
16,498

Intrinsic value
$
15,139

 
$
12,697

 
$
27,836

Weighted average remaining life (in years)
2.41

 
2.17

 
2.30

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.
The following table summarizes the activity relating to stock options during the periods indicated:
 
 
Six Months Ended June 30,
 
2017
 
2016
 
Shares
 
Weighted
Average
Exercise
Price
 
Shares
 
Weighted
Average
Exercise
Price
Options outstanding at beginning of period
892,532

 
$
8.95

 
435,340

 
$
8.86

Assumed from acquisitions
207,645

 
8.92

 
1,707,036

 
7.83

Exercised
(155,597
)
 
9.43

 
(287,787
)
 
7.11

Forfeited/expired
(56,510
)
 
11.17

 
(93,391
)
 
6.73

Options outstanding and exercisable at end of period
888,070

 
8.72

 
1,761,198

 
8.26

The intrinsic value of outstanding and exercisable stock options at June 30, 2017 was $4.6 million.
Warrants
In conjunction with our participation in the UST’s CPP, we issued to the UST a warrant to purchase up to 1,302,083 shares of our common stock. Pursuant to Section 13(H) of the Warrant to Purchase Common Stock, the number of shares of common stock issuable upon exercise of the warrant was reduced in half to 651,042 shares on June 16, 2009, the date we completed a public offering. The warrant, which expires in 2019, was sold at auction by the UST and has an exercise price of $11.52 per share.
In conjunction with the Annapolis Bancorp, Inc. (ANNB) acquisition on April 6, 2013, the warrant issued by ANNB to the UST under the CPP has been converted into a warrant to purchase up to 342,564 shares of our common stock at an exercise price of $3.57 per share. Subsequent adjustments related to actual dividends paid by us have increased the share amount of these

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Table of Contents                                     

warrants to 395,650, with a resulting lower exercise price of $3.09 per share as of June 30, 2017. The warrant, which was recorded at its fair value on April 6, 2013, was sold at auction by the UST and expires in 2019.
In conjunction with the YDKN acquisition on March 11, 2017, the warrant issued by YDKN to the UST under the CPP has been converted into a warrant to purchase up to 207,320 shares of our common stock at an exercise price of $9.63 per share. Subsequent adjustments related to actual dividends paid by us have increased the share amount of these warrants to 208,250, with a resulting lower exercise price of $9.59 per share as of June 30, 2017. The warrant, which was recorded at its fair value on March 11, 2017, was sold at auction by the UST and expires in 2019.

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 six percent that the employee defers. Additionally, we may provide a performance-based company contribution of up to three percent if we exceed annual financial goals. Our contribution expense is presented in the following table:

 
Six Months Ended
June 30,
(in thousands)
2017
 
2016
401(k) contribution expense
$
6,150

 
$
4,705

FNB also sponsors an 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.
Additionally, we sponsor a qualified non-contributory defined benefit pension plan and two supplemental non-qualified retirement plans that have been frozen. The net periodic benefit credit for these plans includes the following components:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Service cost
$
(4
)
 
$
(4
)
 
$
(8
)
 
$
(8
)
Interest cost
1,477

 
1,544

 
2,954

 
3,088

Expected return on plan assets
(2,427
)
 
(2,353
)
 
(4,854
)
 
(4,706
)
Amortization:
 
 
 
 
 
 
 
Unrecognized prior service cost
2

 
2

 
4

 
4

Unrecognized loss
628

 
608

 
1,256

 
1,216

Net periodic pension credit
$
(324
)
 
$
(203
)
 
$
(648
)
 
$
(406
)


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13.
OTHER COMPREHENSIVE INCOME
The following table presents changes in AOCI, net of tax, by component:

(in thousands)
Unrealized
Net Gains
(Losses) on
Securities
Available
for Sale
 
Unrealized
Net Gains
(Losses) on
Derivative
Instruments
 
Unrecognized
Pension and
Postretirement
Obligations
 
Total
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
Balance at beginning of period
$
(18,222
)
 
$
5,254

 
$
(48,401
)
 
$
(61,369
)
Other comprehensive income before reclassifications
6,739

 
(2,390
)
 
810

 
5,159

Amounts reclassified from AOCI
(14
)
 
(159
)
 
—

 
(173
)
Net current period other comprehensive income
6,725

 
(2,549
)
 
810

 
4,986

Balance at end of period
$
(11,497
)
 
$
2,705

 
$
(47,591
)
 
$
(56,383
)
The amounts reclassified from AOCI related to 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 securities available for sale and derivative instruments reclassifications are included in income taxes on the consolidated statements of income.

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14.
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.
The following table sets forth the computation of basic and diluted earnings per common share:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands, except per share data)
2017
 
2016
 
2017
 
2016
Net income
$
74,406

 
$
41,300

 
$
97,385

 
$
67,432

Less: Preferred stock dividends
2,010

 
2,010

 
4,020

 
4,020

Net income available to common stockholders
$
72,396

 
$
39,290

 
$
93,365

 
$
63,412

Basic weighted average common shares outstanding
323,303,460

 
210,106,985

 
280,578,720

 
201,846,343

Net effect of dilutive stock options, warrants and restricted stock
1,564,299

 
1,568,464

 
1,706,762

 
1,425,062

Diluted weighted average common shares outstanding
324,867,759

 
211,675,449

 
282,285,482

 
203,271,405

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.22

 
$
0.19

 
$
0.33

 
$
0.31

Diluted
$
0.22

 
$
0.19

 
$
0.33

 
$
0.31

The following table shows the average shares excluded from the above calculation as their effect would have been anti-dilutive: 

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Average shares excluded from the diluted earnings per common share calculation
1,266

 
11,971

 
8,107

 
13,583


15.
CASH FLOW INFORMATION
Following is a summary of supplemental cash flow information:

 
Six Months Ended
June 30,
 
2017
 
2016
(in thousands)
 
 
 
Interest paid on deposits and other borrowings
$
51,611

 
$
31,788

Income taxes paid
43,500

 
35,500

Transfers of loans to other real estate owned
22,451

 
10,389

Financing of other real estate owned sold
—

 
141



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16.
BUSINESS SEGMENTS
We operate in four reportable segments: Community Banking, Wealth Management, Insurance and Consumer Finance.
 
•
The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, 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.
•
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.
•
The Consumer Finance segment primarily makes installment loans to individuals and purchases installment sales finance contracts from retail merchants. The Consumer Finance segment activity is funded through the sale of subordinated notes, which are issued by a wholly-owned subsidiary and guaranteed by us.
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.

(in thousands)
Community
Banking
 
Wealth
Management
 
Insurance
 
Consumer
Finance
 
Parent and
Other
 
Consolidated
At or for the Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
241,917

 
$
—

 
$
19

 
$
10,114

 
$
(1,016
)
 
$
251,034

Interest expense
28,414

 
—

 
—

 
888

 
3,317

 
32,619

Net interest income
213,503

 
—

 
19

 
9,226

 
(4,333
)
 
218,415

Provision for credit losses
14,738

 
—

 
—

 
2,018

 
—

 
16,756

Non-interest income
53,031

 
9,821

 
3,496

 
770

 
(1,040
)
 
66,078

Non-interest expense (1)
141,441

 
7,987

 
3,456

 
5,288

 
729

 
158,901

Amortization of intangibles
4,694

 
65

 
54

 
—

 
—

 
4,813

Income tax expense (benefit)
30,200

 
651

 
10

 
1,073

 
(2,317
)
 
29,617

Net income (loss)
75,461

 
1,118

 
(5
)
 
1,617

 
(3,785
)
 
74,406

Total assets
30,487,402

 
22,028

 
22,311

 
183,859

 
38,126

 
30,753,726

Total intangibles
2,352,054

 
10,288

 
12,231

 
1,809

 
—

 
2,376,382

At or for the Three Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
161,691

 
$
—

 
$
21

 
$
10,126

 
$
(907
)
 
$
170,931

Interest expense
13,767

 
—

 
—

 
930

 
1,865

 
16,562

Net interest income
147,924

 
—

 
21

 
9,196

 
(2,772
)
 
154,369

Provision for credit losses
15,168

 
—

 
—

 
1,472

 
—

 
16,640

Non-interest income
39,137

 
9,183

 
3,268

 
754

 
(931
)
 
51,411

Non-interest expense (1)
110,201

 
6,960

 
3,276

 
5,372

 
432

 
126,241

Amortization of intangibles
3,180

 
64

 
144

 
—

 
—

 
3,388

Income tax expense (benefit)
17,665

 
782

 
(41
)
 
1,208

 
(1,403
)
 
18,211

Net income
40,847

 
1,377

 
(90
)
 
1,898

 
(2,732
)
 
41,300

Total assets
20,989,188

 
20,044

 
22,732

 
196,603

 
(13,600
)
 
21,214,967

Total intangibles
1,080,385

 
10,318

 
12,479

 
1,809

 
—

 
1,104,991

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

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(in thousands)
Community
Banking
 
Wealth
Management
 
Insurance
 
Consumer
Finance
 
Parent and
Other
 
Consolidated
At or for the Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
427,298

 
$
—

 
$
39

 
$
20,016

 
$
(1,626
)
 
$
445,727

Interest expense
47,279

 
—

 
—

 
1,810

 
5,471

 
54,560

Net interest income
380,019

 
—

 
39

 
18,206

 
(7,097
)
 
391,167

Provision for credit losses
23,802

 
—

 
—

 
3,804

 
—

 
27,606

Non-interest income
93,748

 
19,370

 
7,821

 
1,480

 
(1,225
)
 
121,194

Non-interest expense (1)
309,725

 
15,527

 
6,771

 
10,519

 
816

 
343,358

Amortization of intangibles
7,676

 
126

 
109

 
—

 
—

 
7,911

Income tax expense (benefit)
36,511

 
1,362

 
357

 
2,140

 
(4,269
)
 
36,101

Net income (loss)
96,053

 
2,355

 
623

 
3,223

 
(4,869
)
 
97,385

Total assets
30,487,402

 
22,028

 
22,311

 
183,859

 
38,126

 
30,753,726

Total intangibles
2,352,054

 
10,288

 
12,231

 
1,809

 
—

 
2,376,382

At or for the Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
308,275

 
$
—

 
$
43

 
$
19,911

 
$
(1,544
)
 
$
326,685

Interest expense
26,362

 
—

 
—

 
1,871

 
3,729

 
31,962

Net interest income
281,913

 
—

 
43

 
18,040

 
(5,273
)
 
294,723

Provision for credit losses
25,410

 
—

 
—

 
2,998

 
—

 
28,408

Non-interest income
69,923

 
17,999

 
7,462

 
1,470

 
601

 
97,455

Non-interest expense (1)
228,536

 
14,049

 
6,577

 
10,576

 
502

 
260,240

Amortization of intangibles
5,621

 
129

 
287

 
—

 
—

 
6,037

Income tax expense (benefit)
28,282

 
1,387

 
234

 
2,320

 
(2,162
)
 
30,061

Net income
63,987

 
2,434

 
407

 
3,616

 
(3,012
)
 
67,432

Total assets
20,989,188

 
20,044

 
22,732

 
196,603

 
(13,600
)
 
21,214,967

Total intangibles
1,080,385

 
10,318

 
12,479

 
1,809

 
—

 
1,104,991

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

17.
FAIR VALUE MEASUREMENTS
We use fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. Securities available for sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a non-recurring basis, such as mortgage loans held for sale, certain impaired loans, OREO and certain other assets.
Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure.
In determining fair value, we use various valuation approaches, including market, income and cost approaches. ASC 820, Fair Value Measurements and Disclosures, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, which are developed based on market data obtained from sources independent of FNB. Unobservable inputs reflect our assumptions about the assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

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The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

Measurement
Category
Definition
Level 1
valuation is based upon unadjusted quoted market prices for identical instruments traded in active
markets.
 
 
Level 2
valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.
 
 
Level 3
valuation is derived from other valuation methodologies including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Following is a description of the valuation methodologies we use for financial instruments recorded at fair value on either a recurring or non-recurring basis:
Securities Available For Sale
Securities available for sale consist of both debt and equity securities. These securities are recorded at fair value on a recurring basis. At June 30, 2017, 100.0% of these securities used valuation methodologies involving market-based or market-derived information, collectively Level 1 and Level 2 measurements, to measure fair value.
We closely monitor market conditions involving assets that have become less actively traded. If the fair value measurement is based upon recent observable market activity of such assets or comparable assets (other than forced or distressed transactions) that occur in sufficient volume, and do not require significant adjustment using unobservable inputs, those assets are classified as Level 1 or Level 2; if not, they are classified as Level 3. Making this assessment requires significant judgment.
We use prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of investment securities. We validate prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, and review of pricing information by corporate personnel familiar with market liquidity and other market-related conditions.
Derivative Financial Instruments
We determine fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities.
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives and IRLCs utilize Level 3 inputs. Credit valuation estimates of current credit spreads are used to evaluate the likelihood of our default and the default of our counterparties. However, as of June 30, 2017, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The fair value of IRLCs is based upon the estimated fair value of the underlying mortgage

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loan, including the expected cash flows related to the MSRs and the estimated percentage of IRLCs that will result in a closed mortgage loan.
Loans Held For Sale
Beginning in 2017, residential mortgage loans held for sale are carried at fair value under the FVO. Prior to 2017, residential mortgage loans held for sale were carried at the lower of cost or fair value accounting, under which, periodically, it may have been necessary to record non-recurring fair value adjustments. Fair value for residential mortgage loans held for sale, when recorded, is based on independent quoted market prices and is classified as Level 2.
SBA loans held for sale are carried under lower of cost or fair value accounting, for which, periodically, it may be necessary to record non-recurring fair value adjustments. Fair value for SBA loans held for sale, when recorded, is based on independent quoted market prices and is classified as Level 2.
Impaired Loans
We reserve for commercial loan relationships greater than or equal to $500,000 that we consider impaired as defined in ASC 310 at the time we identify the loan as impaired based upon the present value of expected future cash flows available to pay the loan, or based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent. Collateral may be real estate and/or business assets including equipment, inventory and accounts receivable.
We determine the fair value of real estate based on appraisals by licensed or certified appraisers. The value of business assets is generally based on amounts reported on the business’ financial statements. Management must rely on the financial statements prepared and certified by the borrower or their accountants in determining the value of these business assets on an ongoing basis, which may be subject to significant change over time. Based on the quality of information or statements provided, management may require the use of business asset appraisals and site-inspections to better value these assets. We may discount appraised and reported values based on management’s historical knowledge, changes in market conditions from the time of valuation or management’s knowledge of the borrower and the borrower’s business. Since not all valuation inputs are observable, we classify these non-recurring fair value determinations as Level 2 or Level 3 based on the lowest level of input that is significant to the fair value measurement.
We review and evaluate impaired loans no less frequently than quarterly for additional impairment based on the same factors identified above.
Other Real Estate Owned
OREO is comprised principally of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations. OREO acquired in settlement of indebtedness is recorded at the lower of carrying amount of the loan or fair value less costs to sell. Subsequently, these assets are carried at the lower of carrying value or fair value less costs to sell. Accordingly, it may be necessary to record non-recurring fair value adjustments. Fair value is generally based upon appraisals by licensed or certified appraisers and other market information and is classified as Level 2 or Level 3.

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The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2017
 
 
 
 
 
 
 
Assets Measured at Fair Value
 
 
 
 
 
 
 
Debt securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury
$
—

 
$
29,949

 
$
—

 
$
29,949

U.S. government-sponsored entities
—

 
380,333

 
—

 
380,333

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
—

 
1,665,507

 
—

 
1,665,507

Agency collateralized mortgage obligations
—

 
474,467

 
—

 
474,467

Non-agency collateralized mortgage obligations
—

 
2

 
—

 
2

Commercial mortgage-backed securities
—

 
315

 
—

 
315

States of the U.S. and political subdivisions
—

 
31,070

 
—

 
31,070

Other debt securities
—

 
9,688

 
—

 
9,688

Total debt securities available for sale
—

 
2,591,331

 
—

 
2,591,331

Equity securities available for sale:
 
 
 
 
 
 
 
Fixed income mutual fund
1,095

 
102

 
—

 
1,197

Financial services industry
—

 
767

 
—

 
767

Insurance services industry
160

 
—

 
—

 
160

Total equity securities available for sale
1,255

 
869

 
—

 
2,124

Total securities available for sale
1,255

 
2,592,200

 
—

 
2,593,455

Loans held for sale
—

 
121,941

 
—

 
121,941

Derivative financial instruments:
 
 
 
 
 
 
 
Trading
—

 
37,260

 
—

 
37,260

Not for trading
—

 
1,462

 
5,437

 
6,899

Total derivative financial instruments
—

 
38,722

 
5,437

 
44,159

Total assets measured at fair value on a recurring basis
$
1,255

 
$
2,752,863

 
$
5,437

 
$
2,759,555

Liabilities Measured at Fair Value
 
 
 
 
 
 
 
Derivative financial instruments:
 
 
 
 
 
 
 
Trading
$
—

 
$
24,177

 
$
—

 
$
24,177

Not for trading
—

 
1,666

 
14

 
1,680

Total derivative financial instruments
—

 
25,843

 
14

 
25,857

Total liabilities measured at fair value on a recurring basis
$
—

 
$
25,843

 
$
14

 
$
25,857



55
Table of Contents                                     

(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
December 31, 2016
 
 
 
 
 
 
 
Assets Measured at Fair Value
 
 
 
 
 
 
 
Debt securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury
$
—

 
$
29,953

 
$
—

 
$
29,953

U.S. government-sponsored entities
—

 
365,098

 
—

 
365,098

Residential mortgage-backed securities:
 
 
 
 
 
 
 
Agency mortgage-backed securities
—

 
1,252,798

 
—

 
1,252,798

Agency collateralized mortgage obligations
—

 
535,974

 
—

 
535,974

Non-agency collateralized mortgage obligations
—

 
3

 
894

 
897

Commercial mortgage-backed securities
—

 
1,291

 
—

 
1,291

States of the U.S. and political subdivisions
—

 
35,849

 
—

 
35,849

Other debt securities
—

 
9,487

 
—

 
9,487

Total debt securities available for sale
—

 
2,230,453

 
894

 
2,231,347

Equity securities available for sale:
 
 
 
 
 
 
 
Financial services industry
—

 
—

 
492

 
492

Insurance services industry
148

 
—

 
—

 
148

Total equity securities available for sale
148

 
—

 
492

 
640

Total securities available for sale
148

 
2,230,453

 
1,386

 
2,231,987

Derivative financial instruments:
 
 
 
 
 
 
 
Trading
—

 
44,951

 
—

 
44,951

Not for trading
—

 
9,269

 
—

 
9,269

Total derivative financial instruments
—

 
54,220

 
—

 
54,220

Total assets measured at fair value on a recurring basis
$
148

 
$
2,284,673

 
$
1,386

 
$
2,286,207

Liabilities Measured at Fair Value
 
 
 
 
 
 
 
Derivative financial instruments:
 
 
 
 
 
 
 
Trading
$
—

 
$
45,973

 
$
—

 
$
45,973

Not for trading
—

 
1,294

 
—

 
1,294

Total derivative financial instruments
—

 
47,267

 
—

 
47,267

Total liabilities measured at fair value on a recurring basis
$
—

 
$
47,267

 
$
—

 
$
47,267




















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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:
 
(in thousands)
Other
Debt
Securities
 
Equity
Securities
 
Residential
Non-Agency
Collateralized
Mortgage
Obligations
 
Interest
Rate
Lock
Commitments
 
Total
Six Months Ended June 30, 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

 
—

 
—

 
5,437

 
17,485

Issuances
—

 
—

 
—

 
—

 
—

Sales/redemptions
(12,047
)
 
—

 
(874
)
 
—

 
(12,921
)
Settlements
—

 
—

 
(19
)
 
(1,252
)
 
(1,271
)
Transfers from Level 3
—

 
(578
)
 
—

 
—

 
(578
)
Transfers into Level 3
—

 
—

 
—

 
1,252

 
1,252

Balance at end of period
$
—

 
$
—

 
$
—

 
$
5,437

 
$
5,437

Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
—

 
$
439

 
$
1,184

 
$
—

 
$
1,623

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

 
—

 
—

 
—

 
—

Included in other comprehensive income
—

 
53

 
(7
)
 
—

 
46

Accretion included in earnings
—

 
—

 
6

 
—

 
6

Purchases, issuances, sales and settlements:
 
 
 
 
 
 
 
 
 
Purchases
—

 
—

 
—

 
—

 
—

Issuances
—

 
—

 
—

 
—

 
—

Sales/redemptions
—

 
—

 
—

 
—

 
—

Settlements
—

 
—

 
(289
)
 
—

 
(289
)
Transfers from Level 3
—

 
—

 
—

 
—

 
—

Transfers into Level 3
—

 
—

 
—

 
—

 
—

Balance at end of period
$
—

 
$
492

 
$
894

 
$
—

 
$
1,386

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. See the “Securities Available for Sale” discussion within this footnote for information relating to determining Level 3 fair values. 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 six 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. There were no transfers of assets or liabilities between the hierarchy levels during the first six months of 2016.
For the six months ended June 30, 2017 and 2016, 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 (losses) gains included in earnings are in the net securities (losses) 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 previously described. 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:

(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2017
 
 
 
 
 
 
 
Impaired loans
$
—

 
$
1,864

 
$
16,744

 
$
18,608

Other real estate owned
—

 
935

 
2,257

 
3,192

December 31, 2016
 
 
 
 
 
 
 
Impaired loans
$
—

 
$
500

 
$
5,883

 
$
6,383

Other real estate owned
—

 
11,017

 
3,181

 
14,198

Substantially all of the fair value amounts in the table above were estimated at a date during the six months or twelve months ended June 30, 2017 and December 31, 2016, respectively. Consequently, the fair value information presented is not as of the period’s end.
Impaired loans measured or re-measured at fair value on a non-recurring basis during the six months ended June 30, 2017 had a carrying amount of $28.5 million and an allocated allowance for credit losses of $10.1 million. The allocated allowance is based on fair value of $18.6 million less estimated costs to sell of $0.2 million. The allowance for credit losses includes a provision applicable to the current period fair value measurements of $7.6 million, which was included in the provision for credit losses for the six months ended June 30, 2017.
OREO with a carrying amount of $4.5 million was written down to $2.8 million (fair value of $3.2 million less estimated costs to sell of $0.4 million), resulting in a loss of $1.7 million, which was included in earnings for the six months ended June 30, 2017.
Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each financial instrument:
Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable. For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Securities. For both securities available for sale and securities held to maturity, fair value equals the quoted market price from an active market, if available, and is classified within Level 1. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or pricing models, and is classified as Level 2. Where there is limited market activity or significant valuation inputs are unobservable, securities are classified within Level 3. Under current market conditions, assumptions used to determine the fair value of Level 3 securities have greater subjectivity due to the lack of observable market transactions.
Loans and Leases. The fair value of fixed rate loans and leases is estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities less an illiquidity discount. The fair value of variable and adjustable rate loans and leases approximates the carrying amount. Due to the significant judgment involved in evaluating credit quality, loans and leases are classified within Level 3 of the fair value hierarchy.
Loan Servicing Rights. For both MSRs and SBA-servicing rights, both classified as Level 3 assets, fair value is determined using a discounted cash flow valuation method. These models use significant unobservable inputs including discount rates, prepayment rates and cost to service which have greater subjectivity due to the lack of observable market transactions.
Derivative Assets and Liabilities. See the “Derivative Financial Instruments” discussion included within this footnote.
Deposits. The estimated fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. The fair value of

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Table of Contents                                     

fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities.
Short-Term Borrowings. The carrying amounts for short-term borrowings approximate fair value for amounts that mature in 90 days or less. The fair value of subordinated notes is estimated by discounting future cash flows using rates currently offered.
Long-Term Borrowings. The fair value of long-term borrowings is estimated by discounting future cash flows based on the market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.
Loan Commitments and Standby Letters of Credit. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, typically are non-binding, and fees are not normally assessed on these balances.
Nature of Estimates. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable to other financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Further, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

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The fair values of our financial instruments are as follows:

 
 
 
Fair Value Measurements
(in thousands)
Carrying
Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
June 30, 2017
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
522,618

 
$
522,618

 
$
522,618

 
$
—

 
$
—

Securities available for sale
2,593,455

 
2,593,455

 
1,255

 
2,592,200

 
—

Securities held to maturity
3,075,634

 
3,059,223

 
—

 
3,059,223

 
—

Net loans and leases (1)
2,536,327

 
20,365,723

 
—

 
121,941

 
20,243,782

Loan servicing rights
29,728

 
32,457

 
—

 
—

 
32,457

Derivative assets
44,159

 
44,159

 
—

 
38,722

 
5,437

Accrued interest receivable
76,573

 
76,573

 
76,573

 
—

 
—

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
21,051,707

 
21,028,916

 
17,328,420

 
3,700,496

 
—

Short-term borrowings
4,425,967

 
4,426,483

 
4,426,483

 
—

 
—

Long-term borrowings
656,883

 
658,898

 
—

 
—

 
658,898

Derivative liabilities
25,857

 
25,857

 
—

 
25,843

 
14

Accrued interest payable
10,561

 
10,561

 
10,561

 
—

 
—

December 31, 2016
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
371,407

 
$
371,407

 
$
371,407

 
$
—

 
$
—

Securities available for sale
2,231,987

 
2,231,987

 
148

 
2,230,453

 
1,386

Securities held to maturity
2,337,342

 
2,294,777

 
—

 
2,293,091

 
1,686

Net loans and leases (1)
14,750,792

 
14,464,274

 
—

 
—

 
14,464,274

Loan servicing rights
13,521

 
17,546

 
—

 
—

 
17,546

Derivative assets
54,220

 
54,220

 
—

 
54,220

 
—

Accrued interest receivable
58,712

 
58,712

 
58,712

 
—

 
—

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
16,065,647

 
16,045,323

 
13,489,152

 
2,556,171

 
—

Short-term borrowings
2,503,010

 
2,503,277

 
2,503,277

 
—

 
—

Long-term borrowings
539,494

 
536,088

 
—

 
—

 
536,088

Derivative liabilities
47,267

 
47,267

 
—

 
47,267

 
—

Accrued interest payable
7,612

 
7,612

 
7,612

 
—

 
—


(1)
Includes loans held for sale.

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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 six-month periods ended June 30, 2017 and 2016. This Discussion and Analysis should be read in conjunction with the consolidated financial statements and notes thereto contained herein and our 2016 Annual Report on Form 10-K filed with the SEC on February 23, 2017. Our results of operations for the six months ended June 30, 2017 are not necessarily indicative of results expected for the full year.

IMPORTANT CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report contains forward looking statements which may contain our expectations or predictions of future financial or business performance or conditions. Forward-looking statements, which do not describe historical or current facts, typically are 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 are subject to numerous assumptions, risks and uncertainties. The forward-looking statements are intended to be subject to the safe harbor provided under Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
In addition to factors previously disclosed in our reports filed with the SEC, the following risk factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: changes in asset quality and credit risk; changes in general economic, political or industry conditions; uncertainty in U.S. fiscal policy and monetary policy, including interest rate policies of the Federal Reserve Board (FRB); the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of our products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; the impact, extent and timing of technological changes, capital management activities, competitive pressures on product pricing and services; ability to keep pace with technological changes, including changes regarding maintaining cybersecurity; success, impact and timing of our business strategies, including market acceptance of any new products or services; and implementing our banking philosophy and strategies. Additional risks include the nature, extent, timing and results of governmental and regulatory actions, examinations, reviews, reforms, regulations and interpretations, including those related to the Dodd-Frank Wall Street Reform Act and Consumer Protection Act (Dodd-Frank Act) and Basel III regulatory or capital reforms (including Dodd-Frank Act stress testing protocols (DFAST)), as well as those involving the Office of the Comptroller of the Currency (OCC), FRB, Federal Deposit Insurance Corporation (FDIC), Financial Stability Oversight Council and Consumer Financial Protection Board; and other factors that may affect our future results. There is no assurance that any of the risks, uncertainties or risk factors identified herein is complete and actual results or events may differ materially from those expressed or implied in the forward-looking statements contained in this document.
Additional factors that could cause results to differ materially from those described above can be found in our Annual Report on Form 10-K for the year ended December 31, 2016, which is on file with the SEC and available in the “Investor Relations & Shareholder Services” section of our website, http://www.fnbcorporation.com, under the heading “Reports and Filings” and in other documents we file with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not assume any 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. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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 2016 Annual Report on Form 10-K filed with the SEC on February 23, 2017 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, 2016.


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USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS
We use 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 common equity to tangible assets, efficiency ratio and net interest margin 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.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In the event of such a disclosure, 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 “Non-GAAP Financial Measures and Key Performance Indicators.”
Management believes merger expenses are not organic costs to run our operations and facilities. These charges principally represent expenses to satisfy contractual obligations of the acquired entity without any useful benefit to us to convert and consolidate the entity’s records, systems and data onto our platforms and professional fees related to the transaction. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.
For the calculation of net interest margin and efficiency ratio, net interest income amounts are reflected on a fully taxable equivalent (FTE) basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. We use these measures to provide an economic view believed to be the preferred industry measurement for these items and to provide relevant comparison between taxable and non-taxable amounts.

FINANCIAL SUMMARY
We continue to grow organically and through our successful acquisition of YDKN, which closed on March 11, 2017. On the acquisition date, the estimated fair values of the acquired assets and assumed liabilities included $6.8 billion in assets, $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. 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.
Net income available to common stockholders for the second quarter of 2017 was $72.4 million or $0.22 per diluted share. Excluding the impact of merger-related expenses, operating earnings per diluted common share would have been $0.23. Revenue (net interest income plus non-interest income) of $284.5 million for the second quarter of 2017 reflects continued loan and deposit growth and strong performance from fee-based businesses.
Commercial loan growth during the second quarter of 2017 was largely driven by activity in the Pittsburgh, Baltimore and Cleveland metro markets. Potential commercial lending opportunities were strong, commensurate with the expanded geographic footprint, including new opportunities provided by the aforementioned YDKN acquisition.
Income Statement Highlights (Second quarter of 2017 compared to second quarter of 2016)
 
•
Net income available to common stockholders was $72.4 million, compared to $39.3 million.
•
Operating net income available to common stockholders (non-GAAP) was $73.3 million, compared to $46.1 million.
•
Earnings per diluted common share was $0.22, compared to $0.19.
•
Operating earnings per diluted common share (non-GAAP) was $0.23, compared to $0.22.
•
Net interest margin (FTE) (non-GAAP) was 3.42%, compared to 3.41%.
•
Non-interest income was $66.1 million, compared to $51.4 million.

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•
Non-interest expense, excluding merger expenses, was $162.4 million, compared to $119.1 million.
•
The efficiency ratio (non-GAAP) was 54.3%, compared to 55.4%.
Balance Sheet Highlights (June 30, 2017 compared to December 31, 2016, unless otherwise indicated)
 
•
Total assets were $30.8 billion, compared to $21.8 billion.
•
Total stockholders’ equity was $4.4 billion, compared to $2.6 billion.
•
Average loans grew 41.9% for the second quarter of 2017, compared to the second quarter of 2016 through continued organic growth and the loans added through the YDKN acquisition.
•
Average deposits grew 35.1% for the second quarter of 2017, compared to the second quarter of 2016 through continued organic growth and the deposits added through the YDKN acquisition.
•
The ratio of loans to deposits was 97.5%, compared to 92.7%.
•
Asset quality was satisfactory with a delinquency ratio of 0.99% on the originated portfolio, compared to 1.04%.

RESULTS OF OPERATIONS
Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016
Net income available to common stockholders for the three months ended June 30, 2017 was $72.4 million or $0.22 per diluted common share, compared to net income available to common stockholders for the three months ended June 30, 2016 of $39.3 million or $0.19 per diluted common share. The second quarter of 2017 and 2016 included merger-related expenses of $1.4 million and $10.6 million, respectively. The merger expenses in the second quarter of 2017 were primarily due to the YDKN acquisition that closed on March 11, 2017, while the merger expenses in the second quarter of 2016 related to the METR acquisition that closed on February 13, 2016 and the Fifth Third branch purchase that closed on April 22, 2016. Non-interest income increased $14.7 million and non-interest expense increased $34.1 million. Quarterly average diluted common shares outstanding increased 113.2 million shares, or 53.5%, to 324.9 million shares for the second quarter of 2017, primarily as a result of the YDKN acquisition, for which we issued 111.6 million shares. The common shares outstanding at June 30, 2017 were 323.2 million shares.

Table of Contents                                     

Financial highlights are summarized below:
TABLE 1
 
 
Three Months Ended
June 30,
 
Dollar
 
Percent
(in thousands, except per share data)
2017
 
2016
 
Change
 
Change
Net interest income
$
218,415

 
$
154,369

 
$
64,046

 
41.5
%
Provision for credit losses
16,756

 
16,640

 
116

 
0.7

Non-interest income
66,078

 
51,411

 
14,667

 
28.5

Non-interest expense
163,714

 
129,629

 
34,085

 
26.3

Income taxes
29,617

 
18,211

 
11,406

 
62.6

Net income
74,406

 
41,300

 
33,106

 
80.2

Less: Preferred stock dividends
2,010

 
2,010

 
—

 
—

Net income available to common stockholders
$
72,396

 
$
39,290

 
$
33,106

 
84.3
%
Earnings per common share – Basic
$
0.22

 
$
0.19

 
$
0.03

 
15.8
%
Earnings per common share – Diluted
0.22

 
0.19

 
0.03

 
15.8

Cash dividends per common share
0.12

 
0.12

 
—

 
—

The following table presents selected financial ratios:
TABLE 2
 
 
Three Months Ended
June 30,
 
2017
 
2016
Return on average equity
6.80
%
 
6.56
%
Return on average tangible common equity (non-GAAP)
15.69
%
 
12.50
%
Return on average assets
0.98
%
 
0.80
%
Return on average tangible assets (non-GAAP)
1.11
%
 
0.89
%


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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 June 30, 2017
 
2017
 
2016
(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
$
87,750

 
$
161

 
0.74
%
 
$
109,432

 
$
97

 
0.36
%
Taxable investment securities (1)
4,923,492

 
25,130

 
2.04

 
3,728,873

 
17,977

 
1.93

Tax-exempt investment securities (1)(2)
683,465

 
7,128

 
4.17

 
297,228

 
3,266

 
4.40

Loans held for sale
93,312

 
1,702

 
8.70

 
15,734

 
191

 
4.86

Loans and leases (2)(3)
20,361,047

 
221,387

 
4.37

 
14,345,128

 
152,191

 
4.27

Total interest-earning assets (2)
26,149,066

 
255,508

 
3.92

 
18,496,395

 
173,722

 
3.77

Cash and due from banks
338,752

 
 
 
 
 
284,061

 
 
 
 
Allowance for credit losses
(165,888
)
 
 
 
 
 
(150,487
)
 
 
 
 
Premises and equipment
350,255

 
 
 
 
 
221,030

 
 
 
 
Other assets
3,692,460

 
 
 
 
 
1,929,414

 
 
 
 
Total assets
$
30,364,645

 
 
 
 
 
$
20,780,413

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
9,297,726

 
8,256

 
0.36

 
$
6,744,744

 
4,051

 
0.24

Savings
2,592,726

 
641

 
0.10

 
2,292,185

 
465

 
0.08

Certificates and other time
3,798,714

 
7,856

 
0.83

 
2,676,851

 
5,908

 
0.89

Short-term borrowings
3,886,410

 
10,959

 
1.13

 
1,716,565

 
2,559

 
0.59

Long-term borrowings
680,414

 
4,907

 
2.89

 
657,059

 
3,579

 
2.19

Total interest-bearing liabilities
20,255,990

 
32,619

 
0.65

 
14,087,404

 
16,562

 
0.47

Non-interest-bearing demand
5,466,286

 
 
 
 
 
3,941,857

 
 
 
 
Other liabilities
255,931

 
 
 
 
 
218,926

 
 
 
 
Total liabilities
25,978,207

 
 
 
 
 
18,248,187

 
 
 
 
Stockholders’ equity
4,386,438

 
 
 
 
 
2,532,226

 
 
 
 
Total liabilities and stockholders’ equity
$
30,364,645

 
 
 
 
 
$
20,780,413

 
 
 
 
Excess of interest-earning assets over interest-bearing liabilities
$
5,893,076

 
 
 
 
 
$
4,408,991

 
 
 
 
Net interest income FTE (2)
 
 
222,889

 
 
 
 
 
157,160

 
 
Tax-equivalent adjustment
 
 
(4,474
)
 
 
 
 
 
(2,791
)
 
 
Net interest income
 
 
$
218,415

 
 
 
 
 
$
154,369

 
 
Net interest spread
 
 
 
 
3.27
%
 
 
 
 
 
3.30
%
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 35% for each period presented. 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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Table of Contents                                     

Net Interest Income
Net interest income, which is our principal source of revenue, is the difference between interest income from interest-earning assets and interest expense paid on interest-bearing liabilities. For the three months ended June 30, 2017, net interest income, which comprised 76.8% of revenue (net interest income plus non-interest income) compared to 75.0% for the same period in 2016, was affected by the general level of interest rates, changes in interest rates, the shape of the yield curve, the level of non-accrual loans and changes in the amount and mix of interest-earning assets and interest-bearing liabilities.
Net interest income on an FTE basis (non-GAAP) increased $65.7 million or 41.8% from $157.2 million for the second quarter of 2016 to $222.9 million for the second quarter of 2017. Average interest-earning assets of $26.1 billion increased $7.7 billion or 41.4% and average interest-bearing liabilities of $20.3 billion increased $6.2 billion or 43.8% from 2016 due to the YDKN acquisition, combined with organic growth in loans and deposits. Our net interest margin (non-GAAP) was 3.42% for the second quarter of 2017, compared to 3.41% for the same period of 2016, reflecting two interest rate increases resulting from the FRB's Federal Open Market Committee meetings in 2017, partially offset by larger incremental purchase accounting impacts in the prior year. The tax-equivalent adjustments (non-GAAP) to net interest income from amounts reported on our financial statements are shown in the preceding table.
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 June 30, 2017, compared to the three months ended June 30, 2016:
TABLE 4
 
(in thousands)
Volume
 
Rate
 
Net
Interest Income
 
 
 
 
 
Interest-bearing deposits with banks
$
(22
)
 
$
86

 
$
64

Securities (2)
10,473

 
542

 
11,015

Loans held for sale
1,283

 
228

 
1,511

Loans and leases (2)
65,474

 
3,722

 
69,196

Total interest income (2)
77,208

 
4,578

 
81,786

Interest Expense
 
 
 
 
 
Deposits:
 
 
 
 
 
Interest-bearing demand
1,794

 
2,411

 
4,205

Savings
135

 
41

 
176

Certificates and other time
2,317

 
(369
)
 
1,948

Short-term borrowings
5,560

 
2,840

 
8,400

Long-term borrowings
133

 
1,195

 
1,328

Total interest expense
9,939

 
6,118

 
16,057

Net change (2)
$
67,269

 
$
(1,540
)
 
$
65,729

 
(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 35% for each period presented. 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 $255.5 million for the second quarter of 2017, increased $81.8 million or 47.1% from the same quarter of 2016, primarily due to increased interest-earning assets, which was slightly offset by lower yields. During the second quarter of 2017 and 2016, we recognized $1.6 million and $3.1 million, respectively, in incremental purchase accounting accretion and cash recoveries on acquired loans. The increase in interest-earning assets was primarily driven by a $6.0 billion or 41.9% increase in average loans and leases, which reflects the benefit of our expanded banking

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Table of Contents                                     

footprint resulting from the YDKN acquisition and successful sales management, and includes $951.0 million or 6.6% of organic loan growth resulting from strong origination volume. Loans added at closing of the YDKN acquisition were $5.1 billion. Additionally, average securities increased $1.6 billion or 39.3%, 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 15 basis points from the second quarter of 2016 to 3.92% for the second quarter of 2017.
Interest expense of $32.6 million for the second quarter of 2017 increased $16.1 million or 97.0% from the same quarter of 2016 due to an increase in rates paid and growth in average interest-bearing liabilities, as interest-bearing deposits and short-term borrowings increased over the same quarter of 2016. Average interest-bearing deposits increased $4.0 billion or 33.9%, which reflects the benefit of our expanded banking footprint resulting from the YDKN acquisition. Additionally, interest-bearing deposits added at closing of the YDKN acquisition were $3.8 billion. Organic growth in average non-interest-bearing deposits and money market balances was mostly offset by planned declines in higher-cost brokered time deposits. Average short-term borrowings increased $2.2 billion or 126.4%, primarily as a result of increases of $1.7 billion in short-term FHLB borrowings and $471.9 million in federal funds purchased. Average long-term borrowings increased $23.4 million or 3.6%, primarily as a result of a decrease of $104.6 million in long-term FHLB advances, partially offset by increases of $62.4 million and $61.5 million in subordinated debt and junior subordinated debt assumed in the YDKN transaction. The rate paid on interest-bearing liabilities increased 18 basis points to 0.65% for the second quarter of 2017, due to changes in the funding mix as borrowings increased faster than deposits. Given the relatively low level of interest rates and the current rates paid on the various deposit products, we believe there is limited opportunity for reductions in the overall rate paid on interest-bearing liabilities.

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
June 30,
 
Dollar
 
Percent
(dollars in thousands)
2017
 
2016
 
Change
 
Change
Provision for credit losses:
 
 
 
 
 
 
 
Originated
$
17,538

 
$
16,384

 
$
1,154

 
7.0
 %
Acquired
(782
)
 
256

 
(1,038
)
 
(405.5
)
Total provision for credit losses
$
16,756

 
$
16,640

 
$
116

 
0.7
 %
Net loan charge-offs:
 
 
 
 
 
 
 
Originated
$
12,660

 
$
9,885

 
$
2,775

 
28.1
 %
Acquired
(821
)
 
186

 
(1,007
)
 
(541.4
)
Total net loan charge-offs
$
11,839

 
$
10,071

 
$
1,768

 
17.6
 %
Net loan charge-offs (annualized) / total average loans and leases
0.23
%
 
0.28
%
 
 
 
 
Net originated loan charge-offs (annualized) / total average originated loans and leases
0.38
%
 
0.35
%
 
 
 
 
The provision for credit losses of $16.8 million during the second quarter of 2017 was consistent with the same period of 2016, primarily due to higher organic loan growth and higher net charge-offs during the current quarter as compared to the year ago period, though this was partially offset by a decrease in rated credits and some positive performance in a few commercial loan categories. 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 June 30, 2017 and 2016 is presented in the following table:
TABLE 6
 
Three Months Ended
June 30,
 
Dollar
 
Percent
(in thousands)
2017
 
2016
 
Change
 
Change
Service charges
$
33,389

 
$
25,804

 
$
7,585

 
29.4
%
Trust services
5,715

 
5,405

 
310

 
5.7

Insurance commissions and fees
4,347

 
4,105

 
242

 
5.9

Securities commissions and fees
3,887

 
3,622

 
265

 
7.3

Capital markets income
5,004

 
4,147

 
857

 
20.7

Mortgage banking operations
5,173

 
2,753

 
2,420

 
87.9

Bank owned life insurance
3,092

 
2,592

 
500

 
19.3

Net securities gains
493

 
226

 
267

 
118.1

Other
4,978

 
2,757

 
2,221

 
80.6

Total non-interest income
$
66,078

 
$
51,411

 
$
14,667

 
28.5
%
n/m – not meaningful
Total non-interest income increased $14.7 million, to $66.1 million for the second quarter of 2017, a 28.5% increase from the same period of 2016. Following is a summary of the items making up non-interest income. The variances in significant individual non-interest income items are further explained in the following paragraphs, with an overriding theme of the increases relating to broad-based improvements in fee-related services and expanded opportunities from the YDKN acquisition.
Service charges on loans and deposits of $33.4 million for the second quarter of 2017 increased $7.6 million or 29.4% from the same period of 2016. The impact of the expanded customer base due to acquisitions, combined with organic growth in loans and deposit accounts, resulted in increases of $3.7 million or 24.5% in deposit-related service charges and $3.9 million or 36.5% in other service charges and fees over this same period.
Trust services of $5.7 million for the second quarter of 2017 increased $0.3 million or 5.7% from the same period of 2016, primarily driven by strong organic growth activity and improved market conditions. The market value of assets under management increased $659.7 million or 17.7% from June 30, 2016 to $4.5 billion at June 30, 2017.
Capital markets income of $5.0 million for the second quarter of 2017 increased $0.9 million or 20.7% from the same period of 2016, primarily as a result of an increase of $3.4 million in the fees earned on interest rate swap activity with commercial loan customers. Our interest rate swap program allows commercial loan customers to swap floating-rate interest payments for fixed-rate interest payments enabling those customers to better manage their interest rate risk. The interest rate swap program adds short-term, adjustable rate loans to our consolidated balance sheet and is a key strategy in the management of our interest rate risk position.
Mortgage banking operations income of $5.2 million for the second quarter of 2017 increased $2.4 million or 87.9% from the same period of 2016. This increase was primarily due to the adoption of the fair value option in 2017, which added $1.2 million to the second quarter of 2017, $1.3 billion or 88.6% growth in the servicing portfolio and higher sold volume due to acquisitions and expansion into new markets. Sold loan margins have been lower in both retail and correspondent loans due to competitive pressure. During the second quarter of 2017, we sold $240.4 million of residential mortgage loans, a 44.8% increase compared to $166.0 million for the same period of 2016.
Other non-interest income was $5.0 million and $2.8 million for the second quarter of 2017 and 2016, respectively. During the second quarter of 2017, we recorded $1.7 million more in dividends on non-marketable equity securities and $1.0 million more in net gains on sale of fixed assets and lease inventory, partially offset by $0.2 million less in gains from an equity investment.



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Non-Interest Expense
The breakdown of non-interest expense for the three months ended June 30, 2017 and 2016 is presented in the following table:
TABLE 7
 
Three Months Ended
June 30,
 
Dollar
 
Percent
(in thousands)
2017
 
2016
 
Change
 
Change
Salaries and employee benefits
$
84,899

 
$
61,329

 
$
23,570

 
38.4
 %
Net occupancy
14,060

 
10,193

 
3,867

 
37.9

Equipment
12,420

 
10,014

 
2,406

 
24.0

Amortization of intangibles
4,813

 
3,388

 
1,425

 
42.1

Outside services
13,483

 
9,825

 
3,658

 
37.2

FDIC insurance
9,376

 
5,103

 
4,273

 
83.7

Supplies
2,474

 
2,754

 
(280
)
 
(10.2
)
Bank shares and franchise taxes
2,742

 
2,913

 
(171
)
 
(5.9
)
Merger-related
1,354

 
10,551

 
(9,197
)
 
(87.2
)
Other
18,093

 
13,559

 
4,534

 
33.4

Total non-interest expense
$
163,714

 
$
129,629

 
$
34,085

 
26.3
 %
Total non-interest expense of $163.7 million for the second quarter of 2017 increased $34.1 million, a 26.3% increase from the same period of 2016. Following is a summary of the items making up non-interest expense. The variances in the individual non-interest expense items are further explained in the following paragraphs, with an overriding theme of the increases relating to merger expenses and expanded operations due to the acquisition of YDKN in the first quarter of 2017.
Salaries and employee benefits of $84.9 million for the second quarter of 2017 increased $23.6 million or 38.4% from the same period of 2016, primarily due to employees added in conjunction with the aforementioned acquisition, combined with merit increases and higher medical insurance costs in 2017.
Net occupancy and equipment expense of $26.5 million for the second quarter of 2017 increased $6.3 million or 31.0% from the same period of 2016, primarily due to the YDKN acquisition.
Amortization of intangibles expense of $4.8 million for the second quarter of 2017 increased $1.4 million or 42.1% from the second quarter of 2016, due to the additional core deposit intangibles added as a result of the YDKN acquisition.
Outside services expense of $13.5 million for the second quarter of 2017 increased $3.7 million or 37.2% from the same period of 2016, primarily due to increases of $2.8 million in data processing services and $0.5 million in other outsourced services, such as reporting, monitoring, shredding, printing and filing. These increases were driven primarily by the aforementioned acquisition.
FDIC insurance of $9.4 million for the second quarter of 2017 increased $4.3 million or 83.7% from the same period of 2016, primarily due to a higher assessment base resulting from merger and acquisition activity combined with an increased rate due to YDKN's construction loan portfolio. Additionally, effective July 1, 2016, the FDIC assessment rate was increased to include a surcharge equal to 4.5 basis points on assets in excess of $10.0 billion.
Supplies expense of $2.5 million for the second quarter of 2017 decreased $0.3 million or 10.2% from the same period of 2016, primarily as a result of equipment related supplies now being reflected in equipment expense on the consolidated statements of income.
During the second quarter of 2017, we recorded $1.4 million in merger-related expense, primarily associated with the YDKN acquisition. During the same period of 2016, we recorded $10.6 million in merger-related expense, primarily associated with the acquisitions of METR and Fifth Third branches. These expenses are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.

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The following table summarizes the composition of the merger-related expense for the three months ended June 30, 2017 and 2016:
TABLE 8
 
 
Three Months Ended
June 30,
(in thousands)
2017
 
2016
Professional services
$
(1,534
)
 
$
9,163

Severance and other employee benefit costs
463

 
518

Charitable contributions
—

 
1,115

Data processing conversion costs
1,268

 
483

Marketing costs
526

 
172

Other expenses
631

 
(900
)
Total merger-related expense
$
1,354

 
$
10,551

For the three months ended June 30, 2017, the $1.5 million reduction in professional services merger-related expenses resulted from vendor expense reimbursements.
Other non-interest expense was $18.1 million and $13.6 million for the second quarter of 2017 and 2016, respectively. During the second quarter of 2017, we recorded $1.0 million more in miscellaneous losses, $0.7 million more in business development expense and $0.7 million more in expense relating to low-income housing tax credits.

Income Taxes
The following table presents information regarding income tax expense and certain tax rates:
TABLE 9
 
Three Months Ended
June 30,
(dollars in thousands)
2017
 
2016
Income tax expense
$
29,617

 
$
18,211

Effective tax rate
28.5
%
 
30.6
%
Statutory tax rate
35.0
%
 
35.0
%
Both periods’ tax rates are lower than the 35% federal statutory tax rate due to the tax benefits primarily resulting from tax-exempt income on investments and loans, tax credits and income from BOLI. The variance between the second quarter of 2017 compared to the second quarter of 2016 in effective tax rate primarily relates to the increase in the level of tax credits recognized in the second quarter of 2017.



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Table of Contents                                     

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016
Net income available to common stockholders for the six months ended June 30, 2017 was $93.4 million or $0.33 per diluted common share, compared to net income available to common stockholders for the six months ended June 30, 2016 of $63.4 million or $0.31 per diluted common share. The first six months of 2017 and 2016 included merger-related expense of $54.1 million and $35.5 million, respectively. The merger expenses in the first six months of 2017 were primarily due to the YDKN acquisition that closed on March 11, 2017, while the merger expenses in the first six months of 2016 related to the METR acquisition that closed on February 13, 2016 and the Fifth Third branch purchase that closed on April 22, 2016. Average diluted common shares outstanding increased 26.9 million shares, or 15.3%, to 282.3 million shares for the first six months of 2017, primarily as a result of the YDKN acquisition, for which we issued 111.6 million shares.
Financial highlights are summarized below:
TABLE 10
 
Six Months Ended
June 30,
 
Dollar
 
Percent
(in thousands, except per share data)
2017
 
2016
 
Change
 
Change
Net interest income
$
391,167

 
$
294,723

 
$
96,444

 
32.7
 %
Provision for credit losses
27,606

 
28,408

 
(802
)
 
(2.8
)
Non-interest income
121,194

 
97,455

 
23,739

 
24.4

Non-interest expense
351,269

 
266,277

 
84,992

 
31.9

Income taxes
36,101

 
30,061

 
6,040

 
20.1

Net income
97,385

 
67,432

 
29,953

 
44.4

Less: Preferred stock dividends
4,020

 
4,020

 
—

 
—

Net income available to common stockholders
$
93,365

 
$
63,412

 
$
29,953

 
47.2
 %
Earnings per common share – Basic
$
0.33

 
$
0.31

 
$
0.02

 
6.5
 %
Earnings per common share – Diluted
0.33

 
0.31

 
0.02

 
6.5

Cash dividends per common share
0.24

 
0.24

 
—

 
—

The following table presents selected financial ratios:
TABLE 11
 
Six Months Ended
June 30,
 
2017
 
2016
Return on average equity
5.31
%
 
5.58
%
Return on average tangible common equity (non-GAAP)
11.51
%
 
10.45
%
Return on average assets
0.72
%
 
0.68
%
Return on average tangible assets (non-GAAP)
0.82
%
 
0.76
%


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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 12          
 
Six Months Ended June 30, 2017
 
2017
 
2016
(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
$
86,712

 
$
341

 
0.79
%
 
$
116,439

 
$
214

 
0.37
%
Federal funds sold
2,277

 
8

 
0.72

 
—

 
—

 
—

Taxable investment securities (1)
4,702,692

 
47,609

 
2.02

 
3,491,673

 
34,469

 
1.98

Tax-exempt investment securities (1)(2)
592,342

 
12,318

 
4.16

 
284,476

 
6,358

 
4.47

Loans held for sale
53,059

 
1,868

 
7.96

 
10,931

 
269

 
4.92

Loans and leases (2) (3)
18,287,280

 
391,579

 
4.32

 
13,793,960

 
290,628

 
4.24

Total interest-earning assets (2)
23,724,362

 
453,723

 
3.85

 
17,697,479

 
331,938

 
3.77

Cash and due from banks
316,867

 
 
 
 
 
266,505

 
 
 
 
Allowance for credit losses
(163,642
)
 
 
 
 
 
(146,715
)
 
 
 
 
Premises and equipment
312,292

 
 
 
 
 
206,286

 
 
 
 
Other assets
3,040,903

 
 
 
 
 
1,824,971

 
 
 
 
Total assets
$
27,230,782

 
 
 
 
 
$
19,848,526

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
8,362,233

 
13,087

 
0.32

 
$
6,430,562

 
7,507

 
0.23

Savings
2,503,259

 
1,162

 
0.09

 
2,172,975

 
829

 
0.08

Certificates and other time
3,346,434

 
14,244

 
0.86

 
2,626,619

 
11,574

 
0.89

Short-term borrowings
3,546,112

 
17,633

 
1.00

 
1,638,035

 
4,920

 
0.60

Long-term borrowings
607,991

 
8,434

 
2.80

 
652,775

 
7,132

 
2.20

Total interest-bearing liabilities
18,366,029

 
54,560

 
0.60

 
13,520,966

 
31,962

 
0.48

Non-interest-bearing demand
4,943,226

 
 
 
 
 
3,695,543

 
 
 
 
Other liabilities
220,574

 
 
 
 
 
201,047

 
 
 
 
Total liabilities
23,529,829

 
 
 
 
 
17,417,556

 
 
 
 
Stockholders’ equity
3,700,953

 
 
 
 
 
2,430,970

 
 
 
 
Total liabilities and stockholders’ equity
$
27,230,782

 
 
 
 
 
$
19,848,526

 
 
 
 
Excess of interest-earning assets over interest-bearing liabilities
$
5,358,333

 
 
 
 
 
$
4,176,513

 
 
 
 
Net interest income FTE (2)
 
 
399,163

 
 
 
 
 
299,976

 
 
Tax-equivalent adjustment
 
 
(7,996
)
 
 
 
 
 
(5,253
)
 
 
Net interest income
 
 
$
391,167

 
 
 
 
 
$
294,723

 
 
Net interest spread
 
 
 
 
3.25
%
 
 
 
 
 
3.29
%
Net interest margin (2)
 
 
 
 
3.39
%
 
 
 
 
 
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 35% for each period presented. 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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Table of Contents                                     

Net Interest Income
Net interest income, which is our principal source of revenue, is the difference between interest income from interest-earning assets and interest expense paid on interest-bearing liabilities. For the six months ended June 30, 2017, net interest income, which comprised 76.3% of revenue compared to 75.2% for the same period in 2016, was affected by the general level of interest rates, changes in interest rates, the shape of the yield curve, the level of non-accrual loans and changes in the amount and mix of interest-earning assets and interest-bearing liabilities.
Net interest income on an FTE basis (non-GAAP) increased $99.2 million or 33.1% from $300.0 million for the first six months of 2016 to $399.2 million for the first six months of 2017. Average interest earning assets of $23.7 billion increased $6.0 billion or 34.1% and average interest-bearing liabilities of $18.4 billion increased $4.8 billion or 35.8% from 2016 due to the acquisitions of YDKN and METR and the Fifth Third branches, combined with organic growth in loans and deposits. Our net interest margin FTE (non-GAAP) was 3.39% for the first six months of 2017, compared to 3.41% for the same period of 2016, due to an extended low interest rate environment and competitive landscape for earning assets, partially offset by the purchase accounting impacts. The tax-equivalent adjustments (non-GAAP) to net interest income from amounts reported on our financial statements are shown in the preceding table.
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 six months ended June 30, 2017, compared to the six months ended June 30, 2016:
TABLE 13
(in thousands)
Volume
 
Rate
 
Net
Interest Income
 
 
 
 
 
Interest-bearing deposits with banks
$
(66
)
 
$
193

 
$
127

Federal funds sold
8

 
—

 
8

Securities (2)
19,276

 
(176
)
 
19,100

Loans held for sale
1,363

 
236

 
1,599

Loans and leases (2)
95,224

 
5,727

 
100,951

Total interest income (2)
115,805

 
5,980

 
121,785

Interest Expense
 
 
 
 
 
Deposits:
 
 
 
 
 
Interest-bearing demand
2,529

 
3,051

 
5,580

Savings
277

 
56

 
333

Certificates and other time
3,017

 
(347
)
 
2,670

Short-term borrowings
9,050

 
3,663

 
12,713

Long-term borrowings
(519
)
 
1,821

 
1,302

Total interest expense
14,354

 
8,244

 
22,598

Net change (2)
$
101,451

 
$
(2,264
)
 
$
99,187

 
(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 35% for each period presented. 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 $453.7 million for the first six months of 2017, increased $121.8 million or 36.7% from the same quarter of 2016, primarily due to increased interest-earning assets, which was slightly offset by lower yields. During the first six months of 2017 and 2016, we recognized $1.5 million and $3.3 million, respectively, in incremental purchase accounting accretion and cash recoveries on acquired loans. The increase in interest-earning assets was primarily driven by a $4.5 billion or 32.6% increase in average loans and leases, which reflects the benefit of our expanded banking footprint resulting from the YDKN and METR acquisitions and successful sales management, and includes $874.1 million or

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Table of Contents                                     

6.1% of organic growth. Loans added at closing of the YDKN acquisition were $5.1 billion. Additionally, average securities increased $1.5 billion or 40.2%, 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 8 basis points from the first six months of 2016 to 3.85% for the first six months of 2017.
Interest expense of $54.6 million for the first six months of 2017 increased $22.6 million or 70.7% from the same quarter of 2016 due to an increase in rates paid and growth in average interest-bearing liabilities, as interest-bearing deposits and short-term borrowings increased over the same quarter of 2016. Average interest-bearing deposits increased $3.0 billion or 26.6%, which reflects the benefit of our expanded banking footprint resulting from the YDKN and METR acquisitions. Additionally, interest-bearing deposits added at closing of the YDKN acquisition were $3.8 billion. Average short-term borrowings increased $1.9 billion or 116.5%, primarily as a result of increases of $1.4 billion in short-term FHLB borrowings and $462.1 million in federal funds purchased. Average long-term borrowings decreased $44.8 million or 6.9%, primarily as a result of a decrease of $124.2 million in long-term FHLB advances, partially offset by increases of $38.7 million and $36.7 million in subordinated debt and junior subordinated debt assumed in the YDKN transaction. The rate paid on interest-bearing liabilities increased 12 basis points to 0.60% for the first six months of 2017, due to changes in the funding mix as borrowings increased faster than deposits. Given the relatively low level of interest rates and the current rates paid on the various deposit products, we believe there is limited opportunity for reductions in the overall rate paid on interest-bearing liabilities.

Provision for Credit Losses
The following table presents information regarding the provision for credit losses and net charge-offs:
TABLE 14
 
Six Months Ended
June 30,
 
Dollar
 
Percent
(dollars in thousands)
2017
 
2016
 
Change
 
Change
Provision for credit losses:
 
 
 
 
 
 
 
Originated
$
28,875

 
$
29,224

 
$
(349
)
 
(1.2
)%
Acquired
(1,269
)
 
(816
)
 
(453
)
 
55.5

Total provision for credit losses
$
27,606

 
$
28,408

 
$
(802
)
 
(2.8
)%
Net loan charge-offs:
 
 
 
 
 
 
 
Originated
$
20,574

 
$
15,790

 
$
4,784

 
30.3
 %
Acquired
(608
)
 
261

 
(869
)
 
(333.0
)
Total net loan charge-offs
$
19,966

 
$
16,051

 
$
3,915

 
24.4
 %
Net loan charge-offs (annualized) / total average loans and leases
0.22
%
 
0.23
%
 
 
 
 
Net originated loan charge-offs (annualized) / total average originated loans and leases
0.31
%
 
0.28
%
 
 
 
 
The provision for credit losses of $27.6 million during the first six months of 2017 decreased $0.8 million from the same period of 2016, primarily due to a decrease of $0.3 million in the provision for the originated portfolio, which was attributable to a decrease in rated credits and some positive performance in a few commercial categories which was slightly offset by higher organic loan growth and higher net charge-offs during the current year-to-date period as compared to the same period last year. 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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Table of Contents                                     

Non-Interest Income
The breakdown of non-interest income for the six months ended June 30, 2017 and 2016 is presented in the following table:
TABLE 15
 
Six Months Ended
June 30,
 
Dollar
 
Percent
(in thousands)
2017
 
2016
 
Change
 
Change
Service charges
$
58,196

 
$
46,938

 
$
11,258

 
24.0
%
Trust services
11,462

 
10,687

 
775

 
7.3

Insurance commissions and fees
9,488

 
9,026

 
462

 
5.1

Securities commissions and fees
7,510

 
6,996

 
514

 
7.3

Capital markets income
8,851

 
6,996

 
1,855

 
26.5

Mortgage banking operations
8,963

 
4,348

 
4,615

 
106.1

Bank owned life insurance
5,245

 
4,687

 
558

 
11.9

Net securities gains
3,118

 
297

 
2,821

 
949.8

Other
8,361

 
7,480

 
881

 
11.8

Total non-interest income
$
121,194

 
$
97,455

 
$
23,739

 
24.4
%
n/m – not meaningful
Total non-interest income increased $23.7 million, to $121.2 million for the first six months of 2017, a 24.4% increase from the same period of 2016. Following is a summary of the items making up non-interest income. The variances in significant individual non-interest income items are further explained in the following paragraphs, with an overriding theme of the increases relating to expanded operations due to the acquisition of YDKN in the first quarter of 2017 and the acquisition of METR and Fifth Third branches in the first half of 2016.
Service charges on loans and deposits of $58.2 million for the first six months of 2017 increased $11.3 million or 24.0% from the same period of 2016. The impact of the expanded customer base due to acquisitions, combined with organic growth in loans and deposit accounts, resulted in increases of $5.6 million or 20.3% in deposit-related service charges and $5.6 million or 29.4% in other service charges and fees over this same period.
Trust services of $11.5 million for the first six months of 2017 increased $0.8 million or 7.3% from the same period of 2016, primarily driven by strong organic growth activity and improved market conditions. The market value of assets under management increased $659.7 million or 17.7% to $4.5 billion from June 30, 2016 to June 30, 2017.
Capital markets income of $8.9 million for the first six months of 2017 increased $1.9 million or 26.5% from the same period of 2016, primarily as a result of an increase of $1.6 million in the fees earned on interest rate swap activity with commercial loan customers. Our interest rate swap program allows commercial loan customers to swap floating-rate interest payments for fixed-rate interest payments enabling those customers to better manage their interest rate risk.
Mortgage banking operations income of $9.0 million for the first six months of 2017 increased $4.6 million or 106.1% from the same period of 2016. This increase was primarily due to the adoption of the fair value option in 2017, which added $2.6 million in the first six months of 2017, $1.3 billion or 88.6% growth in the servicing portfolio and higher sold volume due to acquisitions and expansion into new markets. Sold loan margins have been lower in both retail and correspondent loans due to competitive pressure. During the first six months of 2017, we sold $375.8 million of residential mortgage loans, a 44.9% increase compared to $259.3 million for the same period of 2016.
Net securities gains were $3.1 million for the first six months of 2017. These gains primarily relate to the sale of certain acquired YDKN securities after the closing of the acquisition to align their portfolio with our investment profile.
Other non-interest income was $8.4 million and $7.5 million for the first six months of 2017 and 2016, respectively. During the first six months of 2017, we recorded $2.6 million more in dividends on non-marketable equity securities, $0.6 million more in gains from an equity investment and $0.7 million more in gains on sale of fixed assets and lease inventory. During the first half

75
Table of Contents                                     

of 2016, we recognized a gain of $2.4 million relating to the redemption of $10.0 million of TPS originally issued by a company we previously acquired.

Non-Interest Expense
The breakdown of non-interest expense for the six months ended June 30, 2017 and 2016 is presented in the following table:
TABLE 16
 
Six Months Ended
June 30,
 
Dollar
 
Percent
(in thousands)
2017
 
2016
 
Change
 
Change
Salaries and employee benefits
$
158,477

 
$
117,754

 
$
40,723

 
34.6
 %
Net occupancy
25,409

 
19,459

 
5,950

 
30.6

Equipment
22,050

 
18,570

 
3,480

 
18.7

Amortization of intangibles
7,911

 
6,037

 
1,874

 
31.0

Outside services
26,526

 
19,128

 
7,398

 
38.7

FDIC insurance
14,763

 
9,071

 
5,692

 
62.7

Supplies
4,670

 
5,408

 
(738
)
 
(13.6
)
Bank shares and franchise taxes
5,722

 
5,530

 
192

 
3.5

Merger-related
54,078

 
35,491

 
18,587

 
52.4

Other
31,663

 
29,829

 
1,834

 
6.1

Total non-interest expense
$
351,269

 
$
266,277

 
$
84,992

 
31.9
 %
Total non-interest expense of $351.3 million for the first six months of 2017 increased $85.0 million, a 31.9% increase from the same period of 2016. Following is a summary of the items making up non-interest expense. The variances in the individual non-interest expense items are further explained in the following paragraphs, with an overriding theme of the increases relating to merger expenses and expanded operations due to the acquisition of YDKN in the first quarter of 2017 and the acquisition of METR and Fifth Third branches in the first half of 2016.
Salaries and employee benefits of $158.5 million for the first six months of 2017 increased $40.7 million or 34.6% from the same period of 2016, primarily due to employees added in conjunction with the aforementioned acquisitions, combined with merit increases and higher medical insurance costs in 2017.
Net occupancy and equipment expense of $47.5 million for the first six months of 2017 increased $9.4 million or 24.8% from the same period of 2016, primarily due to acquisitions 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 expanding regulatory requirements.
Amortization of intangibles expense of $7.9 million for the first six months of 2017 increased $1.9 million or 31.0% from the first six months of 2016, due to the additional core deposit intangibles added as a result of the acquisition of YDKN, METR and Fifth Third branches.
Outside services expense of $26.5 million for the first six months of 2017 increased $7.4 million or 38.7% from the same period of 2016, primarily due to increases of $6.0 million in data processing services, $1.4 million in other outsourced services, such as reporting, monitoring, shredding, printing and filing and an increase in legal expense of $0.8 million. These increases were driven primarily by the aforementioned acquisitions.
FDIC insurance of $14.8 million for the first six months of 2017 increased $5.7 million or 62.7% from the same period of 2016, primarily due to a higher assessment base resulting from merger and acquisition activity combined with an increased rate due to YDKN's construction loan portfolio. Additionally, effective July 1, 2016, the FDIC assessment rate was increased to include a surcharge equal to 4.5 basis points on assets in excess of $10.0 billion.


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During the first six months of 2017, we recorded $54.1 million in merger-related expense, primarily associated with the YDKN acquisition. During the same period of 2016, we recorded $35.5 million in merger-related expense, primarily associated with the acquisitions of METR and Fifth Third branches. These expenses are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.
The following table summarizes the composition of the merger-related expense for the six months ended June 30, 2017 and 2016:
TABLE 17
 
Six Months Ended
June 30,
(in thousands)
2017
 
2016
Professional services
$
24,030

 
$
16,289

Severance and other employee benefit costs
17,568

 
14,673

Charitable contributions
5,600

 
1,115

Data processing conversion costs
3,937

 
1,742

Marketing costs
1,526

 
1,102

Other expenses
1,417

 
570

Total merger-related expense
$
54,078

 
$
35,491

Other non-interest expense was $31.7 million and $29.8 million for the first six months of 2017 and 2016, respectively. During the first six months of 2017, we recorded $1.4 million more in miscellaneous losses, $1.1 million more in business development costs, $0.7 million more in marketing expense, $0.4 million more OREO expense and $1.5 million less loan-related expense. Additionally, during the first six months of 2016, we incurred a $2.6 million impairment charge on other assets relating to low income housing projects.

Income Taxes
The following table presents information regarding income tax expense and certain tax rates:
TABLE 18
 
Six Months Ended
June 30,
(dollars in thousands)
2017
 
2016
Income tax expense
$
36,101

 
$
30,061

Effective tax rate
27.0
%
 
30.8
%
Statutory tax rate
35.0
%
 
35.0
%
Both periods’ tax rates are lower than the 35% federal statutory tax rate due to the tax benefits primarily resulting from tax-exempt income on investments and loans, tax credits and income from BOLI. The variance between the first six months of 2017 compared to the first six months of 2016 in income tax expense and effective tax rate primarily relates to the increase in merger expenses and an increase in the level of tax credits recognized in the first six months of 2017.

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FINANCIAL CONDITION
The June 30, 2017 balance sheet includes the YDKN acquisition mentioned previously. See Note 3, Mergers and Acquisitions, of the Notes to Consolidated Financial Statements (Unaudited). The following table presents condensed consolidated ending balance sheets:
TABLE 19
(dollars in thousands)
June 30, 2017
 
December 31, 2016
 
Dollar
Change
 
Percent
Change
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
522,618

 
$
371,407

 
$
151,211

 
40.7
%
Securities
5,669,089

 
4,569,329

 
1,099,760

 
24.1

Loans held for sale
168,727

 
11,908

 
156,819

 
1,316.9

Loans and leases, net
20,367,599

 
14,738,884

 
5,628,715

 
38.2

Goodwill and other intangibles
2,376,382

 
1,099,456

 
1,276,926

 
116.1

Other assets
1,649,311

 
1,053,833

 
595,478

 
56.5

Total Assets
$
30,753,726

 
$
21,844,817

 
$
8,908,909

 
40.8
%
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
Deposits
$
21,051,707

 
$
16,065,647

 
$
4,986,060

 
31.0
%
Borrowings
5,082,850

 
3,042,504

 
2,040,346

 
67.1

Other liabilities
226,731

 
165,049

 
61,682

 
37.4

Total liabilities
26,361,288

 
19,273,200

 
7,088,088

 
36.8

Stockholders’ equity
4,392,438

 
2,571,617

 
1,820,821

 
70.8

Total Liabilities and Stockholders’ Equity
$
30,753,726

 
$
21,844,817

 
$
8,908,909

 
40.8
%

Non-Performing Assets
Non-performing assets increased $42.1 million, from $118.4 million at December 31, 2016 to $160.5 million at June 30, 2017. This reflects an increase of $29.8 million in non-accrual loans and $13.2 million in OREO, which was partially offset by a decrease of $0.9 million in TDRs. The increase in non-accrual loans is attributable to the migration of a few commercial borrowers in the commercial and industrial portfolio. The increase in OREO is the result of properties acquired from YDKN. The decrease in TDRs was primarily attributable to a number of residential mortgages that have consistently met their modified terms for at least six months, and were therefore returned to performing status.
Following is a summary of total non-performing loans and leases, by class:
TABLE 20
(in thousands)
June 30, 2017
 
December 31, 2016
 
Dollar
Change
 
Percent
Change
Commercial real estate
$
28,112

 
$
21,225

 
$
6,887

 
32.4
 %
Commercial and industrial
46,886

 
26,256

 
20,630

 
78.6

Commercial leases
1,507

 
3,429

 
(1,922
)
 
(56.1
)
Total commercial loans and leases
76,505

 
50,910

 
25,595

 
50.3

Direct installment
16,435

 
14,952

 
1,483

 
9.9

Residential mortgages
14,365

 
13,367

 
998

 
7.5

Indirect installment
1,956

 
2,181

 
(225
)
 
(10.3
)
Consumer lines of credit
4,529

 
3,497

 
1,032

 
29.5

Other
1,000

 
1,000

 
—

 
—

Total non-performing loans and leases
$
114,790

 
$
85,907

 
$
28,883

 
33.6
 %

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Following is a summary of performing, non-performing and non-accrual TDRs, by class:
TABLE 21
(in thousands)
Performing
 
Non-
Performing
 
Non-
Accrual
 
Total
Originated
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
Commercial real estate
$
103

 
$
10

 
$
3,876

 
$
3,989

Commercial and industrial
—

 
—

 
4,953

 
4,953

Total commercial loans
103

 
10

 
8,829

 
8,942

Direct installment
11,130

 
8,150

 
2,553

 
21,833

Residential mortgages
4,575

 
9,246

 
1,540

 
15,361

Indirect installment
—

 
212

 
—

 
212

Consumer lines of credit
2,305

 
1,173

 
972

 
4,450

Total TDRs
$
18,113

 
$
18,791

 
$
13,894

 
$
50,798

December 31, 2016
 
 
 
 
 
 
 
Commercial real estate
$
—

 
$
162

 
$
3,857

 
$
4,019

Commercial and industrial
—

 
4

 
2,113

 
2,117

Total commercial loans
—

 
166

 
5,970

 
6,136

Direct installment
10,414

 
8,468

 
1,597

 
20,479

Residential mortgages
4,730

 
10,051

 
1,128

 
15,909

Indirect installment
—

 
198

 
2

 
200

Consumer lines of credit
1,961

 
1,369

 
338

 
3,668

Total TDRs
$
17,105

 
$
20,252

 
$
9,035

 
$
46,392

Acquired
 
 
 
 
 
 
 
June 30, 2017
 
 
 
 
 
 
 
Commercial real estate
$
—

 
$
—

 
$
—

 
$
—

Commercial and industrial
—

 
—

 
—

 
—

Total commercial loans
—

 
—

 
—

 
—

Direct installment
—

 
—

 
—

 
—

Residential mortgages
—

 
—

 
—

 
—

Indirect installment
—

 
—

 
—

 
—

Consumer lines of credit
271

 
696

 
—

 
967

Total TDRs
$
271

 
$
696

 
$
—

 
$
967

December 31, 2016
 
 
 
 
 
 
 
Commercial real estate
$
—

 
$
—

 
$
—

 
$
—

Commercial and industrial
—

 
—

 
—

 
—

Total commercial loans
—

 
—

 
—

 
—

Direct installment
—

 
—

 
—

 
—

Residential mortgages
—

 
—

 
—

 
—

Indirect installment
—

 
—

 
—

 
—

Consumer lines of credit
365

 
176

 
—

 
541

Total TDRs
$
365

 
$
176

 
$
—

 
$
541


Allowance for Credit Losses
The allowance for credit losses of $165.7 million at June 30, 2017 increased $7.6 million or 4.8% from December 31, 2016, primarily in support of growth in originated loans and leases, higher net charge-offs and additional specific reserves on non-

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performing credits. The provision for credit losses during the six months ended June 30, 2017 was $27.6 million, covering net charge-offs of $20.0 million, with the remainder primarily supporting strong organic loan and lease growth, as well as additional specific reserves on non-performing credits, which was somewhat offset by positive upgrade activity in the commercial portfolio and generally favorable credit quality performance in the consumer portfolio. The allowance for credit losses as a percentage of non-performing loans for our total portfolio decreased from 183.99% as of December 31, 2016 to 144.35% as of June 30, 2017, reflecting an increase in the level of non-performing loans relative to the increase in the allowance for credit losses during the six 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 22
 
At or For the Three Months Ended
 
June 30,
2017
 
December 31,
2016
 
June 30,
2016
Non-performing loans / total originated loans and leases
0.75
%
 
0.66
%
 
0.74
%
Non-performing loans + OREO / total originated loans and leases + OREO
1.08
%
 
0.91
%
 
1.15
%
Allowance for credit losses (originated loans) / total originated loans and leases
1.15
%
 
1.20
%
 
1.26
%
Net charge-offs on originated loans and leases (annualized) / total average originated loans and leases
0.38
%
 
0.38
%
 
0.35
%

Deposits
Following is a summary of deposits:
TABLE 23
(in thousands)
June 30, 2017
 
December 31, 2016
 
Dollar
Change
 
Percent
Change
Non-interest-bearing demand
$
5,544,753

 
$
4,205,337

 
$
1,339,416

 
31.9
%
Interest-bearing demand
9,221,408

 
6,931,381

 
2,290,027

 
33.0

Savings
2,562,259

 
2,352,434

 
209,825

 
8.9

Certificates and other time deposits
3,723,287

 
2,576,495

 
1,146,792

 
44.5

Total deposits
$
21,051,707

 
$
16,065,647

 
$
4,986,060

 
31.0
%
Total deposits increased from December 31, 2016 primarily as a result of the YDKN acquisition, combined with organic growth in relationship-based transaction deposits, which are comprised of demand (non-interest-bearing and interest-bearing) and savings accounts (including money market savings), partially offset by a decrease in organic certificates and other time deposits, led by a planned decline in higher-cost brokered time deposits. Generating growth in relationship-based transaction deposits remains a key focus for us.

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.

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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. During 2016, we redeemed $10.0 million of the TPS issued by Omega Financial Capital Trust I, as these securities are no longer eligible for inclusion in tier 1 capital.
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 can initiate 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 June 30, 2017, 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 June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016 for FNB and FNBPA:
TABLE 24
 
Actual
 
Well-Capitalized
Requirements
 
Minimum Capital
Requirements
(dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
F.N.B. Corporation
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,611,793

 
11.5
%
 
$
2,274,417

 
10.0
%
 
$
2,103,836

 
9.3
%
Tier 1 capital
2,145,278

 
9.4

 
1,819,533

 
8.0

 
1,648,952

 
7.3

Common equity tier 1
2,039,433

 
9.0

 
1,478,371

 
6.5

 
1,307,790

 
5.8

Leverage
2,145,278

 
7.6

 
1,403,731

 
5.0

 
1,122,985

 
4.0

Risk-weighted assets
22,744,168

 
 
 
 
 
 
 
 
 
 
FNBPA
 
 
 
 
 
 
 
 
 
 
 
Total capital
2,461,115

 
10.8

 
2,269,429

 
10.0

 
2,099,222

 
9.3

Tier 1 capital
2,298,433

 
10.1

 
1,815,543

 
8.0

 
1,645,336

 
7.3

Common equity tier 1
2,218,623

 
9.8

 
1,475,129

 
6.5

 
1,304,922

 
5.8

Leverage
2,298,433

 
8.2

 
1,395,298

 
5.0

 
1,116,239

 
4.0

Risk-weighted assets
22,694,293

 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
F.N.B. Corporation
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
1,917,386

 
12.0
%
 
$
1,597,951

 
10.0
%
 
$
1,378,232

 
8.6
%
Tier 1 capital
1,582,251

 
9.9

 
1,278,360

 
8.0

 
1,058,642

 
6.6

Common equity tier 1
1,475,369

 
9.2

 
1,038,668

 
6.5

 
818,950

 
5.1

Leverage
1,582,251

 
7.7

 
1,027,831

 
5.0

 
822,265

 
4.0

Risk-weighted assets
15,979,505

 
 
 
 
 
 
 
 
 
 
FNBPA
 
 
 
 
 
 
 
 
 
 
 
Total capital
1,768,561

 
11.1

 
1,588,989

 
10.0

 
1,370,503

 
8.6

Tier 1 capital
1,614,167

 
10.2

 
1,271,191

 
8.0

 
1,052,705

 
6.6

Common equity tier 1
1,534,167

 
9.7

 
1,032,843

 
6.5

 
814,357

 
5.1

Leverage
1,614,167

 
7.9

 
1,019,034

 
5.0

 
815,227

 
4.0

Risk-weighted assets
15,889,893

 
 
 
 
 
 
 
 
 
 

In accordance with Basel III standards, the implementation of capital requirements is transitional and phases-in from January 1, 2015 through January 1, 2019. The minimum capital requirements presented for each period above are based on the requirements that were in effect at that time.
Dodd-Frank Wall Street Reform and Consumer Protection 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 2016 Annual Report on Form 10-K as filed with the SEC on February 23, 2017. 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.
Enhanced Regulatory Capital Standards
Regulatory capital reform initiatives continue to be updated and released which may impose additional conditions and restrictions on our current business practices and capital strategies.

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In July 2013, the FRB published the Basel III Capital Rules (Basel III) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. These reforms seek to strengthen the components of regulatory capital by increasing the quantity and quality of capital held by banking organizations, increasing risk-based capital requirements and making selected changes to the calculation of risk-weighted assets.
Following are some of the key provisions resulting from the final rule:
 
•
revises the components of regulatory capital to phase out certain TPS for banking organizations with greater than $15.0 billion in total assets;
•
adds a new minimum common equity Tier 1 (CET1) ratio of 4.5% of risk-weighted assets;
•
implements a new capital conservation buffer of CET1 equal to 2.5% of risk-weighted assets, which will be in addition to the 4.5% CET1 ratio and phased in over a three-year period beginning January 1, 2016;
•
increases the minimum Tier 1 capital ratio requirement from 4.0% to 6.0%;
•
revises the prompt corrective action thresholds;
•
retains the existing risk-based capital treatment for 1-4 family residential mortgages;
•
increases capital requirements for past-due loans, high volatility commercial real estate exposures and certain short-term loan commitments;
•
expands the recognition of collateral and guarantors in determining risk-weighted assets;
•
removes references to credit ratings consistent with the Dodd-Frank Act and establishes due diligence requirements for securitization exposures.
The final rule, which became effective for us on January 1, 2015, includes a phase-in period through January 1, 2019 for several provisions of the rule, including the new minimum capital ratio requirements and the capital conservation buffer.
As required by the Dodd-Frank Act, the FRB and OCC published final rules regarding DFAST rules. The DFAST rules require institutions, such as FNB and FNBPA, with average total consolidated assets greater than $10 billion, to conduct an annual company-run stress test of capital, consolidated earnings and losses under one base and at least two stress scenarios provided by the federal bank regulators. Implementation of the DFAST rules for covered institutions with total consolidated assets between $10 billion and $50 billion began in 2013. The DFAST rules and guidance require increased involvement by boards of directors in the stress testing process and public disclosure of the results. Public disclosure of summary stress test results under the severely adverse scenario began in June 2015 for stress tests commencing in 2014. We filed the results of this year's stress testing analysis with the FRB by July 31, 2017. The time period covered for this analysis was December 2016 through March 2019. Our capital ratios reflected in these stress test calculations exceeded the well-capitalized levels, even under the severely adverse scenario. This is an important factor considered by the FRB and OCC in evaluating the capital adequacy of FNB and FNBPA and whether the appropriateness of any proposed payments of dividends or stock repurchases may be an unsafe or unsound practice. In reviewing FNB’s and FNBPA’s stress test results, the FRB and OCC will consider both quantitative and qualitative factors.

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. The Board of Directors has established an Asset/Liability Management Policy in order 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 (ALCO) 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 on a daily basis 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

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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 in the event that 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, FNB, through one of our subsidiaries, regularly issues subordinated notes, which are guaranteed by FNB. Cash on hand at the parent has been managed by various strategies over the last few years. These include strong earnings, increasing earnings retention rate and capital actions. The parent’s cash position increased $4.6 million from $164.6 million at December 31, 2016 to $169.2 million at June 30, 2017, partially due to cash acquired from YDKN.
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 Liquidity Coverage Ratio (LCR) and Months of Cash on Hand (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 YDKN acquisition.
The LCR and MCH ratios are presented in the following table:
TABLE 25
(dollars in thousands)
 
June 30, 2017
 
December 31, 2016
 
Internal
limit
Liquidity coverage ratio (LCR)
 
1.8 times
 
2.3 times
 
> 1 time
Months of cash on hand (MCH)
 
10.5 months
 
14.9 months
 
> 12 months
The MCH ratio fell below our internal limit due to the YDKN acquisition in March 2017. As a result of YDKN, our twelve-month projected dividend payout is estimated at $155 million, an increase of approximately $54 million pre-merger. YDKN did not manage to a similar ratio and held only a minimal amount of cash on hand at their holding company. Our ALCO is evaluating several alternatives, each of which would place the MCH ratio back into policy compliance. Management believes that this policy exception will be cured by December 31, 2017.
Our liquidity position has been positively impacted by our ability to generate growth in relationship-based accounts. Total year-to-date average deposits totaled $19.2 billion at June 30, 2017 and increased $4.2 billion, or 28.3%, year over year, due to the acquisition of YDKN, as well as organic growth. Average organic growth was $294.0 million or 1.9% annualized for the year-over-year period. Organic growth in low-cost transaction deposits for the first six months of 2017 was $479.4 million, or 3.7%, led by strong organic growth in average non-interest-bearing deposits of $362.1 million, or 9.5% annualized, and growth in average savings and NOW of $117.3 million or 1.3% annualized. The strong organic growth in low-cost transaction deposits was partially offset by a planned decline in average time deposits, primarily due to higher-cost brokered time deposits, of $185.4 million or 6.9% annualized for the period on an organic basis.
FNBPA had 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 which could be utilized to meet funding needs. The ALCO Policy minimum guideline level for salable unpledged government and agency securities is 3.0%.












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The following table presents certain information relating to FNBPA’s credit availability and salable unpledged securities:
TABLE 26
(dollars in thousands)
June 30, 2017
 
December 31, 2016
Unused wholesale credit availability
$
7,121,907

 
$
6,343,433

Unused wholesale credit availability as a % of FNBPA assets
23.3
%
 
29.3
%
Salable unpledged government and agency securities
$
2,300,227

 
$
1,451,157

Salable unpledged government and agency securities as a % of FNBPA assets
7.5
%
 
6.7
%

Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis as of June 30, 2017 compares the difference between our cash flows from existing assets and 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 liquidity gap decreased during the six months as the twelve-month cumulative gap to total assets was (4.8)% and (3.3)% as of June 30, 2017 and December 31, 2016, respectively. These ratios are within our policy limits. Management calculates this ratio at least quarterly and it is reviewed monthly by ALCO.
TABLE 27
(dollars in thousands)
Within
1 Month
 
2-3
Months
 
4-6
Months
 
7-12
Months
 
Total
1 Year
Assets
 
 
 
 
 
 
 
 
 
Loans
$
542,115

 
$
982,937

 
$
1,257,189

 
$
2,292,516

 
$
5,074,757

Investments
191,984

 
174,044

 
257,928

 
491,346

 
1,115,302

 
734,099

 
1,156,981

 
1,515,117

 
2,783,862

 
6,190,059

Liabilities
 
 
 
 
 
 
 
 
 
Non-maturity deposits
168,759

 
337,518

 
506,283

 
1,012,564

 
2,025,124

Time deposits
220,988

 
500,506

 
494,665

 
724,898

 
1,941,057

Borrowings
3,476,563

 
21,253

 
65,589

 
139,160

 
3,702,565

 
3,866,310

 
859,277

 
1,066,537

 
1,876,622

 
7,668,746

Period Gap (Assets - Liabilities)
$
(3,132,211
)
 
$
297,704

 
$
448,580

 
$
907,240

 
$
(1,478,687
)
Cumulative Gap
$
(3,132,211
)
 
$
(2,834,507
)
 
$
(2,385,927
)
 
$
(1,478,687
)
 
 
Cumulative Gap to Total Assets
(10.2
)%
 
(9.2
)%
 
(7.8
)%
 
(4.8
)%
 
 

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.
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.

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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, economic value of equity (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 June 30, 2017 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 28
(dollars in thousands)
Within
1 Month
 
2-3
Months
 
4-6
Months
 
7-12
Months
 
Total
1 Year
Assets
 
 
 
 
 
 
 
 
 
Loans
$
8,785,405

 
$
1,002,003

 
$
878,567

 
$
1,591,385

 
$
12,257,360

Investments
198,311

 
185,387

 
268,445

 
500,164

 
1,152,307

 
8,983,716

 
1,187,390

 
1,147,012

 
2,091,549

 
13,409,667

Liabilities
 
 
 
 
 
 
 
 
 
Non-maturity deposits
5,951,930

 
—

 
—

 
—

 
5,951,930

Time deposits
321,429

 
501,098

 
491,293

 
719,515

 
2,033,335

Borrowings
3,922,619

 
496,651

 
48,937

 
105,855

 
4,574,062

 
10,195,978

 
997,749

 
540,230

 
825,370

 
12,559,327

Off-balance sheet
(100,000
)
 
405,000

 
—

 
—

 
305,000

Period Gap (assets – liabilities + off-balance sheet)
$
(1,312,262
)
 
$
594,641

 
$
606,782

 
$
1,266,179

 
$
1,155,340

Cumulative Gap
$
(1,312,262
)
 
$
(717,621
)
 
$
(110,839
)
 
$
1,155,340

 
 
Cumulative Gap to Assets
(5.0
)%
 
(2.7
)%
 
(0.4
)%
 
4.4
%
 
 
The twelve-month cumulative repricing gap to total earning assets was 4.4% and 4.9% as of June 30, 2017 and December 31, 2016, 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 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 June 30, 2017.

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The following table presents an analysis of the potential sensitivity of our net interest income and EVE to changes in interest rates:
TABLE 29
 
June 30, 2017
 
December 31, 2016
 
ALCO
Limits
Net interest income change (12 months):
 
 
 
 
 
+ 300 basis points
3.1
 %
 
3.9
 %
 
n/a

+ 200 basis points
2.3
 %
 
2.8
 %
 
(5.0
)%
+ 100 basis points
1.3
 %
 
1.5
 %
 
(5.0
)%
- 100 basis points
(3.7
)%
 
(4.0
)%
 
(5.0
)%
Economic value of equity:
 
 
 
 
 
+ 300 basis points
(3.4
)%
 
(3.8
)%
 
(25.0
)%
+ 200 basis points
(1.7
)%
 
(2.4
)%
 
(15.0
)%
+ 100 basis points
(0.3
)%
 
(0.6
)%
 
(10.0
)%
- 100 basis points
(3.6
)%
 
(4.3
)%
 
(10.0
)%
We also model rate scenarios which move all rates gradually over twelve months (Rate Ramps) and also model scenarios that gradually change the shape of the yield curve. A +300 basis point Rate Ramp increases net interest income (12 months) by 2.4% at June 30, 2017 and 3.3% at December 31, 2016.
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 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 57.1% and 60.3% of total loans as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017, 79.7% of these loans, or 57.1% of total loans, are tied to the Prime and one-month LIBOR rates. The investment portfolio is used, in part, to manage our interest rate risk position. We have managed the duration of our investment portfolio to be relatively short, resulting in a portfolio duration of 3.9 years for both June 30, 2017 and December 31, 2016. 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 June 30, 2017, the commercial swaps totaled $2.0 billion of notional principal, with $435.5 million in notional swap principal originated during the first six months of 2017. 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 six months of 2017. A number of management actions and market occurrences resulted in a decrease in the asset sensitivity of our interest rate risk position during the period. The decrease was due to management's actions with the acquisition of YDKN in conjunction with timing of funding loan and investment growth as well as deposit activity. The primary drivers increasing asset sensitivity involved repositioning the acquired investments and FHLB advances portfolios, with the biggest driver being an increase in our short-term funding position. These actions were done in conjunction with normal activity which included growth in transaction deposits referred to earlier, an increase in the amount of adjustable loans repricing in twelve months or less, and terming out fixed borrowings.
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 to be 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.

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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.
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.
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 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, which reports to the Chief Risk Officer, 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.



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NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS
We use certain non-GAAP financial information and performance measures to provide information useful to investors in understanding our operating performance, efficiency and trends, and to facilitate comparisons with our peers. The non-GAAP financial measures we use may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. Accordingly, we encourage readers to consider our Consolidated Financial Statements in their entirety and not to rely on any single financial measure.
Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included in the following tables.
TABLE 30
Operating Net Income Available to Common Stockholders
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017
 
2016
 
2017
 
2016
Net income available to common stockholders
$
72,396

 
$
39,290

 
$
93,365

 
$
63,412

Merger-related expense
1,354

 
10,551

 
54,078

 
35,491

Tax benefit of merger-related expense
(419
)
 
(3,693
)
 
(17,998
)
 
(12,104
)
Merger-related net securities gains
—

 
—

 
(2,609
)
 
—

Tax expense of merger-related net securities gains
—

 
—

 
913

 
—

Operating net income available to common stockholders (non-GAAP)
$
73,331

 
$
46,148

 
$
127,749

 
$
86,799

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 this measurement helps investors understand the effect of acquisition activity in reported results. We use operating net income available to common stockholders to better understand business performance and the underlying trends produced by core business activities. We believe merger, acquisition and severance costs are not organic costs to run our operations and facilities. These charges represent expenses to satisfy contractual obligations of an acquired entity without any useful benefit to us and to convert and consolidate the entity’s records onto our platforms. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.
TABLE 31
Operating Earnings per Diluted Common Share
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net income per diluted common share
$
0.22

 
$
0.19

 
$
0.33

 
$
0.31

Merger-related expense
0.01

 
0.05

 
0.19

 
0.17

Tax benefit of merger-related expense
—

 
(0.02
)
 
(0.06
)
 
(0.06
)
Merger-related net securities gains
—

 
—

 
(0.01
)
 
—

Tax expense of merger-related net securities gains
—

 
—

 
—

 
—

Operating earnings per diluted common share (non-GAAP)
$
0.23

 
$
0.22

 
$
0.45

 
$
0.42




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TABLE 32
Return on Average Tangible Common Equity
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017
 
2016
 
2017
 
2016
Net income available to common stockholders (annualized)
$
290,381

 
$
158,025

 
$
93,365

 
$
63,412

Amortization of intangibles, net of tax (annualized)
12,547

 
8,856

 
5,142

 
3,924

Tangible net income available to common stockholders (annualized)
$
302,928

 
$
166,881

 
$
98,507

 
$
67,336

Average total stockholders’ equity
$
4,386,438

 
$
2,532,226

 
$
3,700,953

 
$
2,430,970

Less: Average preferred stockholder equity
(106,882
)
 
(106,882
)
 
(106,882
)
 
(106,882
)
Less: Average intangibles (1)
(2,348,767
)
 
(1,090,542
)
 
(1,381,712
)
 
(1,089,216
)
Average tangible common equity
$
1,930,789

 
$
1,334,802

 
$
2,212,359

 
$
1,234,872

Return on average tangible common equity (non-GAAP)
15.69
%
 
12.50
%
 
4.45
%
 
5.45
%
 (1) Excludes loan servicing rights.
TABLE 33
Return on Average Tangible Assets
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017
 
2016
 
2017
 
2016
Net income (annualized)
$
298,443

 
$
166,106

 
$
97,385

 
$
67,432

Amortization of intangibles, net of tax (annualized)
12,547

 
8,856

 
5,142

 
3,924

Tangible net income (annualized)
$
310,990

 
$
174,962

 
$
102,527

 
$
71,356

Average total assets
$
30,364,645

 
$
20,780,413

 
$
27,230,782

 
$
19,848,526

Less: Average intangibles (1)
(2,348,767
)
 
(1,090,542
)
 
(1,381,712
)
 
(1,089,216
)
Average tangible assets
$
28,015,878

 
$
19,689,871

 
$
25,849,070

 
$
18,759,310

Return on average tangible assets (non-GAAP)
1.11
%
 
0.89
%
 
0.40
%
 
0.38
%
 (1) Excludes loan servicing rights.
TABLE 34
Tangible Book Value per Common Share
 
Three Months Ended
June 30,
(in thousands, except per share data)
2017
 
2016
Total stockholders’ equity
$
4,392,438

 
$
2,545,337

Less: Preferred stockholders’ equity
(106,882
)
 
(106,882
)
Less: Intangibles (1)
(2,346,653
)
 
(1,094,687
)
Tangible common equity
$
1,938,903

 
$
1,343,768

Ending common shares outstanding
323,226,474

 
210,120,601

Tangible book value per common share (non-GAAP)
$
6.00

 
$
6.40

 (1) Excludes loan servicing rights.

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TABLE 35
Efficiency Ratio
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(dollars in thousands)
2017
 
2016
 
2017
 
2016
Non-interest expense
$
163,714

 
$
129,629

 
$
351,269

 
$
266,277

Less: Amortization of intangibles
(4,813
)
 
(3,388
)
 
(7,911
)
 
(6,037
)
Less: OREO expense
(1,008
)
 
(172
)
 
(1,991
)
 
(1,581
)
Less: Merger-related expense
(1,354
)
 
(10,551
)
 
(54,078
)
 
(35,491
)
Less: Impairment charge on other assets
—

 
—

 
—

 
(2,585
)
Adjusted non-interest expense
$
156,539

 
$
115,518

 
$
287,289

 
$
220,583

Net interest income
$
218,415

 
$
154,369

 
$
391,167

 
$
294,723

Taxable equivalent adjustment
4,474

 
2,791

 
7,996

 
5,253

Non-interest income
66,078

 
51,411

 
121,194

 
97,455

Less: Net securities gains
(493
)
 
(226
)
 
(3,118
)
 
(297
)
Less: Gain on redemption of TPS
—

 
—

 
—

 
(2,422
)
Adjusted net interest income (FTE) + non-interest income
$
288,474

 
$
208,345

 
$
517,239

 
$
394,712

Efficiency ratio (FTE) (non-GAAP)
54.26
%
 
55.45
%
 
55.54
%
 
55.88
%

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption Market Risk in Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 2016 Annual Report on Form 10-K as filed with the SEC on February 23, 2017.
 
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 June 30, 2017, as required by paragraph (d) of Rules 13a–15

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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 9 of the Notes to the Consolidated Financial Statements, which portion 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, 2016. See also Part I, Item 2 (Management’s Discussion and Analysis) of this Report.
Additionally, the risk factors below relate to the recently completed acquisition of YDKN and its wholly-owned subsidiary, Yadkin Bank, and are in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.
Our loan portfolio could be affected by the on-going correction in the North Carolina and South Carolina real estate markets, including reduced levels of home sales and declines in the performance of loans.
There continues to be a general real estate slowdown in some of YDKN’s former market areas, reflecting declining prices and excess inventories. As a result, home builders and commercial developers have shown signs of financial deterioration for prolonged periods before recovery. A soft residential housing market, increased delinquency rates, and a weakened secondary credit market have affected the overall mortgage industry and have impacted in the past and could in the future adversely affect the builder finance division acquired from YDKN. We make credit and reserve decisions based on the current conditions of borrowers or projects combined with our expectations for the future. If conditions are worse than forecasted, we could experience higher charge-offs and delinquencies beyond that which is provided for in the allowance for loan losses. As such, our earnings could be adversely affected through higher than anticipated provisions for loan losses.
The SBA lending program is dependent upon the federal government, and we will have specific risks associated with originating SBA loans.
We are a SBA Preferred Lender, and as a result of the YDKN acquisition, we increased our participation in the SBA lending program, which is dependent upon the federal government. SBA Preferred Lenders enable their clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request corrective actions or impose enforcement actions, including revocation of the lender’s Preferred Lender status. If we lose our status as a Preferred Lender, we may lose our customers to lenders who are SBA Preferred Lenders, and as a result we could experience a material adverse effect to our financial results. Any changes to the SBA program, including changes to the level of guarantee provided by the federal government on SBA loans, may also have an adverse effect on our business.
We plan to continue YDKN’s practice of selling the guaranteed portion of our SBA 7(a) loans in the secondary market. Those sales may earn premium income and/or create a stream of future servicing income. We have not previously operated a SBA lending program similar to YDKN’s. There can be no assurance that we will be able to continue originating these loans, that a secondary market will exist or that we will continue to realize premiums upon the sale of the guaranteed portion of these loans. When the guaranteed portion of our SBA 7(a) loans is sold, we will incur credit risk on the non-guaranteed portion of the loans. We also will share pro-rata with the SBA in any recoveries. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may seek recovery of the principal loss related to the deficiency from us, which could materially adversely affect our results of operations. In certain situations, we may elect to repurchase previously sold portions of SBA 7(a) loans that are delinquent, which may result in higher levels of nonperforming loans.

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Our decisions regarding the credit risk associated with YDKN’s loan portfolio could be incorrect and our credit mark may be inadequate, which may adversely affect our financial condition and results of operations.
Prior to the acquisition, we conducted extensive due diligence on a significant portion of the YDKN loan portfolio; however, our review did not encompass each and every loan in the YDKN loan portfolio. In accordance with customary industry practices, we evaluated the YDKN loan portfolio based on various factors including, among other things, historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, and general economic conditions, both local and national. In this process, our management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate, which is obtained from independent appraisers, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate. In addition, the effects of probable decreases in expected principal cash flows on the YDKN loans were considered as part of our evaluation. If our assumptions and judgments turn out to be incorrect, including as a result of the fact that our due diligence review did not cover each individual loan, our estimated credit mark against the YDKN loan portfolio in total may be insufficient to cover actual loan losses after the merger is completed, and adjustments may be necessary to allow for different economic conditions or adverse developments in the YDKN loan portfolio. Additionally, deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside our control, may require an increase in the provision for loan losses. Material additions to the credit mark and/or allowance for loan losses would materially decrease our net income and would result in extra regulatory scrutiny and possibly supervisory action.
We may not be able to compete successfully in our new North Carolina and South Carolina markets.
We have no prior operating experience in the North Carolina and South Carolina markets, which is a more competitive market environment than our primary markets in Pennsylvania, Maryland and Ohio. Our success in these new markets will depend on a variety of factors, including our ability to successfully integrate the YDKN businesses with ours; our ability to retain and attract experienced personnel, build brand awareness, and retain existing customers as well as acquire new customers; the continued availability of desirable business opportunities and locations; and the competitive responses from other financial institutions in the new market areas. Unlike our previous acquisitions, the North Carolina and South Carolina markets are not geographically contiguous with our current market area, which could increase the difficulty of integrating the YDKN businesses with ours. Failure to compete successfully in these new market areas could have a material adverse effect on our business, financial condition and results of operations.
Hurricanes, excessive rainfall, droughts or other adverse weather events could negatively affect the local economies in the North Carolina and South Carolina markets, or disrupt our operations in those markets, which could have an adverse effect on our business or results of operations.
The economy of the coastal regions of North Carolina and South Carolina are affected, from time to time, by adverse weather events, particularly hurricanes. Upon completion of the YDKN acquisition, our market area will include the Outer Banks and other portions of coastal North Carolina. Agricultural interests are highly sensitive to excessive rainfall or droughts. We cannot predict whether, or to what extent, damage caused by future weather conditions will affect our operations, customers or the economies in our North Carolina and South Carolina markets. Weather events could cause a disruption in our day-to-day business activities in branches located in coastal communities, a decline in loan originations, destruction or decline in the value of properties securing our loans, or an increase in the risks of delinquencies, foreclosures, and loan losses. Even if a hurricane does not cause any physical damage in our North Carolina and South Carolina market areas, a turbulent hurricane season could significantly affect the market value of all coastal property.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
NONE
 

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ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.
 
ITEM 5.
OTHER INFORMATION
NONE
 
ITEM 6.
EXHIBITS
Exhibit Index
4.1
Assignment and Assumption Agreement between and among F.N.B. Corporation, Computershare Trust Company, N.A., as successor-in-interest to Registrar and Transfer Company, and The Bank of New York Mellon, dated May 10, 2017 (incorporated by reference to Exhibit 4.1 of F.N.B. Corporation’s Current Report on Form 8-K filed on May 15, 2017).
 
 
4.2
Amendment to Deposit Agreement made on May 10, 2017 between F.N.B. Corporation and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 of F.N.B. Corporation's Current Report on Form 8-K filed on May 15, 2017).
 
 
31.1
Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302. (filed herewith).
 
 
31.2
Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302. (filed herewith).
 
 
32.1
Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
 
 
32.2
Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
 
 
101
The following materials from F.N.B. Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, 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).


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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:
 
August 4, 2017
 
/s/ Vincent J. Delie, Jr.
 
 
 
 
 
Vincent J. Delie, Jr.
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Dated:
 
August 4, 2017
 
/s/ Vincent J. Calabrese, Jr.
 
 
 
 
 
Vincent J. Calabrese, Jr.
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
Dated:
 
August 4, 2017
 
/s/ James L. Dutey
 
 
 
 
 
James L. Dutey
 
 
 
 
 
Corporate Controller
 
 
 
 
 
(Principal Accounting Officer)


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