Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Accumulated Other Comprehensive Income [Abstract]

Stockholders' Equity

NOTE 14 – SHAREHOLDERS’ EQUITY

Preferred Stock

On October 29, 2020, the Corporation issued 8.0 million depositary shares ("Depositary Shares"), each representing a 1/40th interest in a share of Fulton’s 5.125% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, of which 200,000 are authorized and issued, with a liquidation preference of $1,000 per share (equivalent to $25.00 per Depositary Share), for an aggregate offering amount of $200 million. The preferred stock is redeemable, at the Corporation’s option, in whole or in part, on and after January 15, 2026, and redeemable in whole, but not in part, prior to January 15, 2026 within 90 days following the occurrence of a regulatory capital treatment event. The Corporation received net proceeds from the offering of $192.9 million, after deducting underwriting discounts and commissions and before deducting transaction expenses payable by the Corporation.

Accumulated Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the years ended December 31: 

	Before-Tax Amount		Tax Effect		Net of Tax Amount
	(in thousands)
2021
Unrealized loss on securities	$	(23,222)	$	5,274	$	(17,948)
Reclassification adjustment for securities gains included in net income (1)	(33,516)		7,611		(25,905)
Amortization of net unrealized losses on AFS transferred to HTM (2)	3,485		(795)		2,690
Net unrealized holding loss arising during the period on interest rate swaps used in cash flow hedges	(2,776)		629		(2,147)
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges	(3,452)		782		(2,670)
Unrecognized pension and postretirement income	9,147		(2,003)		7,144
Amortization of net unrecognized pension and postretirement items (3)	1,480		(324)		1,156
Total Other Comprehensive Loss	$	(48,854)	$	11,174	$	(37,680)
2020
Unrealized gain on securities	$	85,188	$	(19,537)	$	65,651
Reclassification adjustment for securities gains included in net income (1)	(3,053)		694		(2,359)
Amortization of net unrealized losses on AFS transferred to HTM (2) (4)	4,360		(912)		3,448
Unrecognized pension and postretirement income	(3,242)		710		(2,532)
Amortization of net unrecognized pension and postretirement items (3)	1,311		(291)		1,020
Total Other Comprehensive Income	$	84,564	$	(19,336)	$	65,228
2019
Unrealized gain on securities	$	73,085	$	(16,166)	$	56,919
Reclassification adjustment for securities gains included in net income (1)	(4,733)		1,047		(3,686)
Amortization of net unrealized losses on AFS transferred to HTM (2)	8,070		(1,785)		6,285
Non-credit related unrealized losses on other-than-temporarily impaired debt securities	(873)		193		(680)
Unrecognized pension and postretirement income	(1,203)		266		(937)
Amortization of net unrecognized pension and postretirement items (3)	1,316		(291)		1,025
Total Other Comprehensive Income	$	75,662	$	(16,736)	$	58,926

(1)    Amounts reclassified out of AOCI/(loss). Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See "Note 3 - Investment Securities," for additional details.

(2)    Amounts reclassified out of AOCI/(loss). Before-tax amounts included as a reduction to "Interest Income" on the consolidated statements of income. See "Note 3, - Investment Securities," for additional details.

(3)    Amounts reclassified out of AOCI/(loss). Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See "Note 13 - Employee Benefit Plans," for additional details.

(4)    Before-Tax amount includes a $3.7 million reclassification of unrealized loss related to the early adoption of ASU 2019-04, as disclosed in "Note 1 - Summary of Significant Accounting Policies" from "Amortization of net unrealized losses on AFS securities transferred to HTM" to "Unrealized gain on securities."

The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31: 

	Unrealized Gains (Losses) on Investment Securities		Net Unrealized (Loss) Gain on Interest Rate Swaps used in Cash Flow Hedges		Unrecognized Pension and Postretirement Plan Income (Costs)		Total
	(in thousands)
Balance at December 31, 2018	$	(43,974)	$	—	$	(15,089)	$	(59,063)
Other comprehensive loss before reclassifications	56,239		—		(937)		55,302
Amounts reclassified from AOCI (loss)	(3,686)		—		1,025		(2,661)
Amortization of net unrealized losses on AFS securities transferred to HTM	6,285		—		—		6,285
Balance at December 31, 2019	14,864		—		(15,001)		(137)
OCI before reclassifications	65,651		—		(2,532)		63,119
Amounts reclassified from AOCI	(2,359)		—		1,020		(1,339)
Amortization of net unrealized losses on AFS securities transferred to HTM	3,448		—		—		3,448
Balance at December 31, 2020	81,604		—		(16,513)		65,091
OCI before reclassifications	(17,948)		—		7,144		(10,804)
Amounts reclassified from AOCI	(25,905)		(4,817)		1,156		(29,566)
Amortization of net unrealized losses on AFS securities transferred to HTM	2,690		—		—		2,690
Balance at December 31, 2021	$	40,441	$	(4,817)	$	(8,213)	$	27,411

Common Stock Repurchase Plans

In February 2021, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $75.0 million of its outstanding shares of common stock, or approximately 3.2% of its outstanding shares, through December 31, 2021. In November 2021, the Corporation's board of directors approved the extension of this program through March 31, 2022. During 2021, 2.8 million shares were repurchased at a total cost of $43.9 million, or $15.65 per share, under this program. As of December 31, 2021, there was $31.1 million of share repurchase authorization that may be utilized to repurchase common shares through March 31, 2022 under this program.

In October 2019, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $100.0 million of its outstanding shares of common stock, or approximately 3.9% of its outstanding shares, through December 31, 2020. During the first quarter of 2020, 2.9 million shares were repurchased at a total cost of $39.7 million, or $13.65 per share, under this program. The repurchase program was suspended in mid-March of 2020 in order to preserve liquidity in response to potential unknown economic impacts of the COVID-19 pandemic at that time.

In March 2019, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $100.0 million of its outstanding shares of common stock, or approximately 3.5% of its outstanding shares, through December 31, 2019. During 2019, the Corporation repurchased approximately 6.1 million shares under this program for a total cost of $100.0 million, or $16.28 per share, completing this program.

In November 2018, the Corporation's board of directors approved a share repurchase program pursuant to which the Corporation was authorized to repurchase up to $75.0 million of its outstanding shares of common stock, or approximately 2.7% of its outstanding shares, through December 31, 2019. During 2019 and 2018, the Corporation repurchased approximately 706,000 and 4.1 million shares, respectively, under this program for a total cost of $75.0 million, or $15.57 per share, completing this program.

Under these repurchase programs, repurchased shares are added to treasury stock, at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions.