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, 2022, or

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

For the transition period from              to              

Commission File No. 001-39680

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter) 

Pennsylvania				23-2195389
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
One Penn Square	P. O. Box 4887	Lancaster,	Pennsylvania	17604
(Address of principal executive offices)				(Zip Code)

(717) 291-2411

(Registrant’s telephone number, including area code)

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

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

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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

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

Common Stock, $2.50 Par Value –167,356,767 shares outstanding as of July 29, 2022.

1

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 2022

INDEX

Description		Page
Glossary of Terms		3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
(a)	Consolidated Balance Sheets - June 30, 2022 and December 31, 2021	5
(b)	Consolidated Statements of Income - Three and six months ended June 30, 2022 and 2021	6
(c)	Consolidated Statements of Comprehensive Income - Three and six months ended June 30, 2022 and 2021	7
(d)	Consolidated Statements of Shareholders’ Equity - Three and six months ended June 30, 2022 and 2021	8
(e)	Consolidated Statements of Cash Flows - Six months ended June 30, 2022 and 2021	9
(f)	Notes to Consolidated Financial Statements	10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		41
Item 3. Quantitative and Qualitative Disclosures about Market Risk		66
Item 4. Controls and Procedures		68
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		69
Item 1A. Risk Factors		69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		69
Item 3. Defaults Upon Senior Securities - (not applicable)
Item 4. Mine Safety Disclosures - (not applicable)
Item 5. Other Information - (none to be reported)
Item 6. Exhibits		70
Signatures		71

2

FULTON FINANCIAL CORPORATION
GLOSSARY OF DEFINED ACRONYMS AND TERMS
ACL	Allowance for credit losses
AFS	Available for sale
ALCO	Asset/Liability Management Committee
AOCI	Accumulated other comprehensive income
ARC	Auction rate security
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
BHCA	Bank Holding Company Act of 1956, as amended
bp or bps	Basis point(s)
CARES Act	Coronavirus Aid, Relief, and Economic Security Act
Corporation or Company	Fulton Financial Corporation
COVID-19	Coronavirus
Directors' Plan	Amended and Restated Directors’ Equity Participation Plan
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
Employee Equity Plan	2022 Amended and Restated Equity and Cash Incentive Compensation Plan
ESG	Environmental, social and governance
ETR	Effective tax rate
Exchange Act	Securities Exchange Act of 1934
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
Fed Funds Rate	Target federal funds rate
Federal Reserve Board	Board of Governors of the Federal Reserve System
FHLB	Federal Home Loan Bank
FOMC	Federal Open Market Committee
Foreign Currency Nostro Accounts	Foreign currency with international correspondent banks
FRB	Federal Reserve Bank
FTE	Fully taxable-equivalent
Fulton Bank or the Bank	Fulton Bank, N.A.
GAAP	U.S. Generally Accepted Accounting Principles
HTM	Held to maturity
LIBOR	London Interbank Offered Rate
Management Discussion	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Merger	The acquisition by the Corporation of Prudential, which was completed effective as of July 1, 2022
Merger Agreement	Agreement and Plan of Merger, dated as of March 1, 2022, between the Corporation and Prudential
Merger Consideration	For each share of Prudential common stock, $3.65 in cash and 0.7974 of a share of the Corporation's common stock
MSRs	Mortgage servicing rights
Net loans	Loans and lease receivables (net of unearned income)
NIM	Net interest margin
N/M	Not meaningful
OBS	Off-balance-sheet
OCI	Other comprehensive income
OREO	Other real estate owned

3

Pension Plan	Defined Benefit Pension Plan
Postretirement Plan	Postretirement Benefits Plan
PPP	Paycheck Protection Program
Prudential	Prudential Bancorp, Inc.
PSU	Performance-based restricted stock unit
RSU	Restricted stock unit
SBA	Small Business Administration
SEC	United States Securities and Exchange Commission
TCI	Tax credit investment
TDR	Troubled debt restructuring
TruPS	Trust Preferred Securities
Visa Shares	Visa, Inc. Class B restricted shares

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

4

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS 

(in thousands, except per-share data)

	June 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Cash and due from banks	$	158,605	$	172,276
Interest-bearing deposits with other banks	291,069		1,466,338
Cash and cash equivalents	449,674		1,638,614
FRB and FHLB stock	62,146		57,635
Federal funds sold	30,500		—
Loans held for sale	17,528		35,768
Investment securities:
AFS, at estimated fair value	2,778,838		3,187,390
HTM, at amortized cost	1,338,963		980,384
Net loans	18,920,950		18,325,350
Less: ACL - loans	(248,564)		(249,001)
Loans, net	18,672,386		18,076,349
Net premises and equipment	211,639		220,357
Accrued interest receivable	64,457		57,451
Goodwill and net intangible assets	537,700		538,053
Other assets	1,088,855		1,004,397
Total Assets	$	25,252,686	$	25,796,398
LIABILITIES
Deposits:
Noninterest-bearing	$	7,530,777	$	7,370,963
Interest-bearing	13,613,089		14,202,536
Total Deposits	21,143,866		21,573,499
Short-term borrowings:
Federal funds purchased	20,000		—
Other short-term borrowings	436,185		416,764
Short-term borrowings	456,185		416,764
Accrued interest payable	6,010		7,000
Long-term borrowings	557,130		621,345
Other liabilities	618,402		465,110
Total Liabilities	22,781,593		23,083,718
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 10.0 million shares authorized; Series A, 0.2 million shares authorized and issued as of June 30, 2022 and December 31, 2021, liquidation preference of $1,000 per share	192,878		192,878
Common stock, $2.50 par value, 600.0 million shares authorized, 224.5 million shares issued as of June 30, 2022 and 223.9 million issued as of December 31, 2021	561,181		559,766
Additional paid-in capital	1,527,756		1,519,873
Retained earnings	1,363,344		1,282,383
Accumulated other comprehensive (loss) gain	(304,210)		27,411
Treasury stock, at cost, 63.4 million shares as of June 30, 2022 and December 31, 2021	(869,856)		(869,631)
Total Shareholders' Equity	2,471,093		2,712,680
Total Liabilities and Shareholders' Equity	$	25,252,686	$	25,796,398
See Notes to Consolidated Financial Statements

 

5

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per-share data)	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
Interest Income
Loans, including fees	$	164,171	$	155,080	$	313,908	$	319,065
Investment securities:	24,144		19,819		46,497		39,162
Loans held for sale	260		199		501		671
Other interest income	1,724		1,575		2,394		2,711
Total Interest Income	190,299		176,673		363,300		361,609
Interest Expense
Deposits	5,796		7,982		11,401		17,584
Short-term borrowings	190		137		311		325
Long-term borrowings	5,482		6,155		11,447		16,853
Total Interest Expense	11,468		14,274		23,159		34,762
Net Interest Income	178,831		162,399		340,141		326,847
Provision for credit losses	1,500		(3,500)		(5,450)		(9,000)
Net Interest Income After Provision for Credit Losses	177,331		165,899		345,591		335,847
Non-Interest Income
Commercial banking	20,359		17,129		36,367		33,471
Consumer banking	12,472		10,860		24,146		21,614
Wealth management	18,274		17,634		37,702		34,981
Mortgage banking	3,768		2,838		8,344		16,798
Other	3,510		3,393		7,061		6,912
Non-Interest Income Before Investment Securities Gains	58,383		51,854		113,620		113,776
Investment securities gains, net	8		36		27		33,511
Total Non-Interest Income	58,391		51,890		113,647		147,287
Non-Interest Expense
Salaries and employee benefits	85,404		78,367		169,868		160,953
Data processing and software	14,685		13,932		29,000		27,493
Net occupancy	13,587		12,494		28,109		26,476
Other outside services	8,764		8,178		16,931		16,668
State taxes	3,568		4,384		6,605		8,889
Equipment	3,422		3,424		6,845		6,852
FDIC insurance	2,961		2,282		6,170		4,906
Professional fees	2,013		2,651		3,805		5,430
Marketing	1,326		1,348		2,646		2,350
Intangible amortization	177		178		353		293
Debt extinguishment	—		412		—		32,575
Merger-related expenses	1,027		—		1,428		—
Other	12,796		13,181		23,948		26,330
Total Non-Interest Expense	149,730		140,831		295,708		319,215
Income Before Income Taxes	85,992		76,958		163,530		163,919
Income taxes	16,003		11,994		29,253		25,892
Net Income	69,989		64,964		134,277		138,027
Preferred stock dividends	(2,562)		(2,562)		(5,124)		(5,153)
Net Income Available to Common Shareholders	$	67,427	$	62,402	$	129,153	$	132,874
PER SHARE:
Net income available to common shareholders (basic)	$	0.42	$	0.38	$	0.80	$	0.81
Net income available to common shareholders (diluted)	0.42		0.38		0.80		0.81
Cash dividends	0.15		0.14		0.30		0.28
See Notes to Consolidated Financial Statements

6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
Net Income	$	69,989	$	64,964	$	134,277	$	138,027
Other Comprehensive (Loss)/Income, net of tax:
Unrealized gains (losses) on AFS investment securities
Unrealized (loss)/gain on securities	(88,352)		19,298		(242,211)		(20,701)
Reclassification adjustment for securities gains included in net income	6		(28)		21		349
Amortization of net unrealized losses on AFS securities transferred to HTM	(48,113)		(270)		(47,677)		1,517
Net unrealized gains (losses) on AFS investment securities	(136,459)		19,000		(289,867)		(18,835)
Unrealized (losses) gains on interest rate swaps used in cash flow hedges
Net unrealized holding (losses) gains arising during the period	(8,586)		2,752		(39,962)		1,158
Reclassification adjustment for net (losses) gains realized in net income	(335)		(678)		(1,842)		(791)
Net unrealized (losses) gains on interest rate swaps used in cash flow hedges	(8,921)		2,074		(41,804)		367
Defined benefit pension plan and postretirement benefits
Amortization of net unrecognized pension and postretirement items	25		289		50		578
Other Comprehensive (Loss)/Income	(145,355)		21,363		(331,621)		(17,890)
Total Comprehensive (Loss) Income	$	(75,366)	$	86,327	$	(197,344)	$	120,137
See Notes to Consolidated Financial Statements

7

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per-share data)

	Preferred Stock			Common Stock			Additional		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
	Shares	Amount		Shares	Amount		Paid-in Capital
Three months ended June 30, 2022
Balance at March 31, 2022	200	$	192,878	160,669	$	560,045	$	1,524,110	$	1,320,076	$	(158,855)	$	(868,719)	$	2,569,535
Net income									69,989						69,989
Other comprehensive loss											(145,355)				(145,355)
Common stock issued				388	1,136		(94)						(1,137)		(95)
Stock-based compensation awards							3,740								3,740
Preferred stock dividend									(2,562)						(2,562)
Common stock cash dividends - $0.15 per share									(24,159)						(24,159)
Balance at June 30, 2022	200	$	192,878	161,057	$	561,181	$	1,527,756	$	1,363,344	$	(304,210)	$	(869,856)	$	2,471,093
Three months ended June 30, 2021
Balance at March 31, 2021	200	$	192,878	162,517	$	558,116	$	1,511,101	$	1,168,491	$	25,838	$	(826,769)	$	2,629,655
Net income									64,964						64,964
Other comprehensive income											21,363				21,363
Common stock issued				471	1,369		446						(1,568)		247
Stock-based compensation awards							2,098								2,098
Preferred stock dividend									(2,562)						(2,562)
Common stock cash dividends - $0.14 per share									(22,807)						(22,807)
Balance at June 30, 2021	200	$	192,878	162,988	$	559,485	$	1,513,645	$	1,208,086	$	47,201	$	(828,337)	$	2,692,958
Six months ended June 30, 2022
Balance at December 31, 2021	200	$	192,878	160,490	$	559,766	$	1,519,873	$	1,282,383	$	27,411	$	(869,631)	$	2,712,680
Net income									134,277						134,277
Other comprehensive loss											(331,621)				(331,621)
Common stock issued				567	1,415		1,508						(225)		2,698
Stock-based compensation awards							6,375								6,375
Preferred stock dividend									(5,124)						(5,124)
Common stock cash dividends - $0.30 per share									(48,192)						(48,192)
Balance at June 30, 2022	200	$	192,878	161,057	$	561,181	$	1,527,756	$	1,363,344	$	(304,210)	$	(869,856)	$	2,471,093
Six months ended June 30, 2021
Balance at December 31, 2020	200	$	192,878	162,350	$	557,917	$	1,508,117	$	1,120,781	$	65,091	$	(827,956)	$	2,616,828
Net income									138,027						138,027
Other comprehensive loss											(17,890)				(17,890)
Common stock issued				638	1,568		1,528						(381)		2,715
Stock-based compensation awards							4,000								4,000
Preferred stock dividend									(5,153)						(5,153)
Common stock cash dividends - $0.28 per share									(45,569)						(45,569)
Balance at June 30, 2021	200	$	192,878	162,988	$	559,485	$	1,513,645	$	1,208,086	$	47,201	$	(828,337)	$	2,692,958
See Notes to Consolidated Financial Statements

8

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)	Six months ended June 30
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	134,277	$	138,027
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	(5,450)		(9,000)
Depreciation and amortization of premises and equipment	14,963		13,775
Net amortization of investment securities premiums	7,027		7,546
Investment securities gains, net	(27)		(33,511)
Gain on sales of mortgage loans held for sale	(5,568)		(14,094)
Proceeds from sales of mortgage loans held for sale	297,511		554,406
Originations of mortgage loans held for sale	(273,704)		(498,350)
Intangible amortization	353		293
Amortization of issuance costs and discounts on long-term borrowings	379		1,378
Debt extinguishment costs	—		32,575
Stock-based compensation	6,375		4,000
Change in deferred federal income tax	(96,703)		(4,503)
Change in accrued salaries and benefits	1,274		4,746
Change in life insurance cash surrender value	(28,742)		(13,736)
Other changes, net	(67,652)		50,032
Total adjustments	(149,964)		95,557
Net cash (used in) provided by operating activities	(15,687)		233,584
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS securities	109,252		125,811
Proceeds from principal repayments and maturities of AFS securities	316,037		246,740
Proceeds from principal repayments and maturities of HTM securities	67,230		58,470
Purchase of AFS securities	(501,642)		(766,574)
Purchase of HTM securities	(9,541)		(227,687)
Sale of Visa Shares	—		33,962
(Increase) decrease of FRB and FHLB stock	(4,511)		29,498
(Increase) decrease of federal funds sold	(30,500)		—
Net increase in loans	(590,797)		300,929
Net purchases of premises and equipment	(6,245)		(10,648)
Net cash paid for acquisition	—		292
Net change in tax credit investments	(18,735)		(8,065)
Net cash (used in) provided by investing activities	(669,452)		(217,272)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in demand and savings deposits	(253,864)		1,234,732
Net (decrease) increase in time deposits	(175,769)		(349,627)
Net (decrease) increase in short-term borrowings	39,421		(96,317)
Proceeds from long-term borrowings	546		620
Repayments of long-term borrowings	(65,140)		(703,624)
Net proceeds from issuance of common stock	2,698		2,715
Dividends paid	(51,693)		(48,584)
Net cash (used in) provided by financing activities	(503,801)		39,915
Net (decrease) increase in Cash and Cash Equivalents	(1,188,940)		56,227
Cash and Cash Equivalents at Beginning of Period	1,638,614		1,847,832
Cash and Cash Equivalents at End of Period	$	449,674	$	1,904,059
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	24,149	$	37,805
Income taxes	15,692		8,127
Supplemental Schedule of Certain Noncash Activities:
Transfer of AFS securities to HTM securities	$	479,008	$	376,165
See Notes to Consolidated Financial Statements

9

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of the Corporation have been prepared in conformity with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the SEC.

Significant Accounting Policies:

The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Corporation's 2021 Annual Report on Form 10-K. Those significant accounting policies are unchanged at June 30, 2022.

CARES Act and Consolidated Appropriations Act - 2021

On March 27, 2020 the CARES Act was signed into law. The CARES Act includes an option for financial institutions to suspend the requirements of GAAP for certain loan modifications that would otherwise be categorized as a TDR. Certain conditions must be met with respect to the loan modification including that the modification is related to COVID-19 and the modified loan was not more than 30 days past due on December 31, 2019. On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law and this Act extended the relief for TDR treatment that was set to expire on December 31, 2020 to the earlier of 60 days after the national emergency termination date or January 1, 2022. The Corporation applied the option under the CARES act for all loan modifications that qualified.

Recently Adopted Accounting Standards

On January 1, 2022, the Corporation adopted ASC Update 2021-06 Presentation of Financial Statements (Topic 205), Financial Services—Depository and Lending (Topic 942), and Financial Services—Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants (SEC Update). The Corporation adopted this standards update effective with its March 31, 2022 quarterly report on Form 10-Q and it did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standards

In March 2022, FASB issued ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method ("ASU 2022-01"). This update addresses questions regarding the last-of-layer method arising from the issuance of ASU 2017-12 and permits more flexibility in hedging interest rate risk for both variable-rate and fixed-rate financial instruments and introduces the ability to hedge risk components for non-financial hedges. The Corporation will adopt ASU 2022-01 on January 1, 2023. The Corporation does not expect the adoption of ASU 2022-01 to have a material impact on its consolidated financial statements.

In March 2022, FASB issued ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This update reduces the complexity of accounting for TDRs by eliminating certain accounting guidance, enhancing disclosures and improving the consistency of vintage disclosures. The Corporation will adopt ASU 2022-02 on January 1, 2023. The Corporation does not expect the adoption of ASU 2022-02 to have a material impact on its consolidated financial statements.

In June 2022, FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This update clarifies how the fair value of equity securities subject to contractual sale restrictions is determined and requires additional qualitative and quantitative disclosures for equity securities with contractual

10

sale restrictions. The Corporation will adopt ASU 2022-03 on January 1, 2024. The Corporation does not expect the adoption of ASU 2022-03 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2021 consolidated financial statements and notes have been reclassified to conform to the 2022 presentation.

NOTE 2 – Restrictions on Cash and Cash Equivalents

Cash collateral is posted by the Corporation with counterparties to secure derivatives and other contracts, which is included in "interest-bearing deposits with other banks" on the consolidated balance sheets. The amounts of such collateral as of June 30, 2022 and December 31, 2021 were $83.8 million and $202.8 million, respectively.

11

NOTE 3 – Investment Securities

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

	June 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(in thousands)
U.S. Government securities	$	376,505	$	—	$	(5,239)	$	371,266
State and municipal securities	1,239,591		501		(156,615)		1,083,477
Corporate debt securities	413,487		186		(20,112)		393,561
Collateralized mortgage obligations	154,558		10		(6,465)		148,103
Residential mortgage-backed securities	213,567		167		(18,375)		195,359
Commercial mortgage-backed securities	636,380		28		(49,336)		587,072
Total	$	3,034,088	$	892	$	(256,142)	$	2,778,838
Held to Maturity
Residential mortgage-backed securities	$	466,076	$	297	$	(35,444)	$	430,929
Commercial mortgage-backed securities	872,887		12		(88,503)		784,396
Total	$	1,338,963	$	309	$	(123,947)	$	1,215,325

	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(in thousands)
U.S. Government securities	$	127,831	$	—	$	(213)	$	127,618
State and municipal securities	1,139,187		50,161		(678)		1,188,670
Corporate debt securities	373,482		13,009		(358)		386,133
Collateralized mortgage obligations	206,532		3,581		(754)		209,359
Residential mortgage-backed securities	231,607		1,224		(3,036)		229,795
Commercial mortgage-backed securities	974,541		6,141		(9,534)		971,148
Auction rate securities	76,350		—		(1,683)		74,667
Total	$	3,129,530	$	74,116	$	(16,256)	$	3,187,390
Held to Maturity
Residential mortgage-backed securities	$	404,958	$	11,022	$	(7,067)	$	408,913
Commercial mortgage-backed securities	575,426		—		(18,472)		556,954
Total	$	980,384	$	11,022	$	(25,539)	$	965,867

During the first quarter of 2022, all ARCs were sold.

On May 1, 2022, the Corporation transferred certain residential mortgage-backed securities and commercial mortgage-backed securities from AFS to HTM classification as permitted by ASU 2019-04. The estimated fair value of the securities transferred was $415.2 million, and the amortized cost of the securities was $479.0 million.

Securities carried at $1.8 billion at June 30, 2022 and $2.5 billion at December 31, 2021 were pledged as collateral to secure public and trust deposits.

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The amortized cost and estimated fair values of debt securities as of June 30, 2022, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without call or prepayment penalties.

		June 30, 2022
		Available for Sale				Held to Maturity
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	160,087	$	160,007	$	—	$	—
Due from one year to five years		280,399		274,819		—		—
Due from five years to ten years		447,924		427,025		—		—
Due after ten years		1,141,173		986,453		—		—
		2,029,583		1,848,304		—		—
Residential mortgage-backed securities(1)		213,567		195,359		466,076		430,929
Commercial mortgage-backed securities(1)		636,380		587,072		872,887		784,396
Collateralized mortgage obligations(1)		154,558		148,103		—		—
Total		$	3,034,088	$	2,778,838	$	1,338,963	$	1,215,325
(1) Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the underlying loans.

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

	Gross Realized Gains		Gross Realized Losses		Net Gains
Three months ended	(in thousands)
June 30, 2022	$	8	$	—	$	8
June 30, 2021	465		(429)		36
Six months ended
June 30, 2022	$	1,554	$	(1,527)	$	27
June 30, 2021	34,481		(970)		33,511

During the first quarter of 2021, the Corporation completed a balance sheet restructuring that included a $34.0 million gain on the sale of Visa Shares, offset by losses on other securities of $0.4 million, primarily in connection with the sale of $24.6 million of ARCs.

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

	June 30, 2022
	Less than 12 months					12 months or longer					Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Available for Sale		($ in thousands)
U.S. Government securities	4	$	371,266	$	(5,239)	—	$	—	$	—	$	371,266	$	(5,239)
State and municipal securities	355	989,029		(149,910)		6	24,248		(6,705)		1,013,277		(156,615)
Corporate debt securities	55	363,657		(20,112)		—	—		—		363,657		(20,112)
Collateralized mortgage obligations	72	140,957		(6,465)		—	—		—		140,957		(6,465)
Residential mortgage-backed securities	28	130,063		(9,194)		4	60,469		(9,181)		190,532		(18,375)
Commercial mortgage-backed securities	75	539,431		(45,245)		1	24,134		(4,091)		563,565		(49,336)
Total available for sale	589	$	2,534,403	$	(236,165)	11	$	108,851	$	(19,977)	$	2,643,254	$	(256,142)
Held to Maturity
Residential mortgage-backed securities	58	$	181,966	$	(4,790)	12	$	152,702	$	(30,654)	$	334,668	$	(35,444)
Commercial mortgage-backed securities	39	454,603		(32,031)		20	301,951		(56,472)		756,554		(88,503)
Total	97	$	636,569	$	(36,821)	32	$	454,653	$	(87,126)	$	1,091,222	$	(123,947)

	December 31, 2021
	Less than 12 months					12 months or longer					Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Available for Sale	($ in thousands)
U.S Government Securities	2	$	127,618	$	(213)	—	$	—	$	—	$	127,618	$	(213)
State and municipal securities	29	82,731		(678)		—	—		—		82,731		(678)
Corporate debt securities	6	43,068		(358)		—	—		—		43,068		(358)
Collateralized mortgage obligations	4	28,517		(754)		—	—		—		28,517		(754)
Residential mortgage-backed securities	7	123,687		(2,388)		1	16,669		(648)		140,356		(3,036)
Commercial mortgage-backed securities	41	512,312		(9,534)		—	—		—		512,312		(9,534)
Auction rate securities	—	—		—		118	74,667		(1,683)		74,667		(1,683)
Total available for sale	89	$	917,933	$	(13,925)	119	$	91,336	$	(2,331)	$	1,009,269	$	(16,256)
Held to Maturity
Residential mortgage-backed securities	14	$	205,969	$	(7,067)	—	$	—	$	—	$	205,969	$	(7,067)
Commercial mortgage-backed securities	36	556,954		(18,472)		—	—		—		556,954		(18,472)
Total	50	$	762,923	$	(25,539)	—	$	—	$	—	$	762,923	$	(25,539)

The Corporation's collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not credit quality. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. Therefore, the Corporation does not have an ACL for these investments as of June 30, 2022 and December 31, 2021.

Based on management’s evaluations, no ACL was required for state and municipal securities as of June 30, 2022 or December 31, 2021. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

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As of June 30, 2022 and December 31, 2021, all corporate debt securities were rated above investment grade. Based on the payment status, rating and management's evaluation of these securities, no ACL was required for corporate debt securities as of June 30, 2022 or December 31, 2021.

As of December 31, 2021, all ARCs were rated above investment grade. All of the loans underlying the ARCs had principal payments that were guaranteed by the federal government. Based on the payment status, rating and management's evaluation of these securities, no ACL was required for ARCs as of December 31, 2021.

NOTE 4 - Loans and Allowance for Credit Losses

Loans and leases, net of unearned income

Loans and leases, net of unearned income are summarized as follows:

	June 30, 2022		December 31, 2021
	(in thousands)
Real estate - commercial mortgage	$	7,417,036	$	7,279,080
Commercial and industrial (1)	4,173,114		4,208,327
Real-estate - residential mortgage	4,203,827		3,846,750
Real-estate - home equity	1,108,808		1,118,248
Real-estate - construction	1,177,446		1,139,779
Consumer	538,747		464,657
Equipment lease financing and other	321,855		283,557
Overdrafts	2,346		1,988
Gross loans	18,943,179		18,342,386
Unearned income	(22,229)		(17,036)
Net loans	$	18,920,950	$	18,325,350

(1) Includes PPP loans totaling $0.1 billion and $0.3 billion as of June 30, 2022 and December 31, 2021, respectively.

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

Allowance for Credit Losses

The ACL related to loans consists of loans evaluated collectively and individually for expected credit losses. The ACL related to loans represents an estimate of expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to net loans. The ACL for OBS credit exposure includes estimated losses on unfunded loan commitments, letters of credit and other OBS credit exposures and is recorded in other liabilities. The total ACL is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries.

The following table presents the components of the ACL:

	June 30, 2022		December 31, 2021
	(in thousands)
ACL - loans	$	248,564	$	249,001
ACL - OBS credit exposure	14,323		14,533
Total ACL	$	262,887	$	263,534

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The following table presents the activity in the ACL:

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Balance at beginning of period	$	257,638	$	280,259	$	263,534	$	291,940
Loans charged off	(1,618)		(9,522)		(3,518)		(17,724)
Recoveries of loans previously charged off	5,367		2,568		8,321		4,589
Net loans (charged-off) recovered	3,749		(6,954)		4,803		(13,135)
Provision for credit losses (1)	1,500		(3,500)		(5,450)		(9,000)
Balance at end of period	$	262,887	$	269,805	$	262,887	$	269,805

(1) Includes $0.4 million and $0.5 million related to OBS credit exposures for the three months ended June 30, 2022 and 2021, respectively, and includes

$(0.2) million and $0.4 million related to OBS credit exposure for the six months ended June 30, 2022 and 2021, respectively.

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

	Real Estate  Commercial Mortgage		Commercial and Industrial		Consumer and Real Estate Home Equity		Real Estate Residential Mortgage		Real Estate Construction		Equipment lease financing, other and overdrafts		Total
	(in thousands)
Three months ended June 30, 2022
Balance at March 31, 2022	$	79,853	$	66,511	$	20,213	$	55,892	$	13,303	$	7,933	$	243,705
Loans charged off	—		(201)		(877)		(66)		—		(474)		(1,618)
Recoveries of loans previously charged off	3,536		739		762		92		12		226		5,367
Net loans recovered (charged off)	3,536		538		(115)		26		12		(248)		3,749
Provision for loan losses (1)	(10,784)		5,070		2,982		5,717		(2,687)		812		1,110
Balance at June 30, 2022	$	72,605	$	72,119	$	23,080	$	61,635	$	10,628	$	8,497	$	248,564
Three months ended June 30, 2021
Balance at March 31, 2021	$	100,976	$	71,194	$	23,142	$	49,995	$	15,079	$	5,600	$	265,986
Loans charged off	(6,506)		(954)		(1,130)		(496)		—		(436)		(9,522)
Recoveries of loans previously charged off	729		693		634		105		254		153		2,568
Net loans recovered (charged off)	(5,777)		(261)		(496)		(391)		254		(283)		(6,954)
Provision for loan and lease losses (1)	182		(5,529)		(652)		4,584		(2,679)		94		(4,000)
Balance at June 30, 2021	$	95,381	$	65,404	$	21,994	$	54,188	$	12,654	$	5,411	$	255,032
Six months ended June 30, 2022
Balance at December 31, 2021	$	87,970	$	67,056	$	19,749	$	54,236	$	12,941	$	7,049	$	249,001
Loans charged off	(152)		(428)		(1,929)		(66)		—		(943)		(3,518)
Recoveries of loans previously charged off	3,648		2,719		1,216		314		44		380		8,321
Net loans recovered (charged off)	3,496		2,291		(713)		248		44		(563)		4,803
Provision for loan losses (1)	(18,861)		2,772		4,044		7,151		(2,357)		2,011		(5,240)
Balance at June 30, 2022	$	72,605	$	72,119	$	23,080	$	61,635	$	10,628	$	8,497	$	248,564
Six months ended June 30, 2021
Balance at December 31, 2020	$	103,425	$	74,771	$	25,137	$	51,995	$	15,608	$	6,631	$	277,567
Loans charged off	(8,343)		(5,273)		(1,977)		(688)		(39)		(1,404)		(17,724)
Recoveries of loans previously charged off	903		1,462		1,074		200		638		312		4,589
Net loans recovered (charged off)	(7,440)		(3,811)		(903)		(488)		599		(1,092)		(13,135)
Provision for loan losses (1)	(604)		(5,556)		(2,240)		2,681		(3,553)		(128)		(9,400)
Balance at June 30, 2021	$	95,381	$	65,404	$	21,994	$	54,188	$	12,654	$	5,411	$	255,032

(1) Provision included in the table only includes the portion related to net loans.

The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. Qualitative adjustments include and consider changes in national, regional and local economic and

16

business conditions, an assessment of the lending environment, including underwriting standards and other factors affecting credit quality.

The provision for credit losses for the second quarter of 2022 was recorded to increase the allowance for credit losses as a result of loan growth during the quarter as well as the economic outlook.

Several factors as of the end of the second quarter of 2022 in comparison to the end of the second quarter of 2021, including a reduction in qualitative adjustments due to COVID-19-related uncertainties, reduced the level of the ACL determined to be necessary as of June 30, 2022.

Non-accrual Loans

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of June 30, 2022 and December 31, 2021, substantially all of the Corporation's individually evaluated loans with total commitments greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral, if any. Collateral could be in the form of real estate, in the case of commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.

As of June 30, 2022 and December 31, 2021, approximately 68% and 98%, respectively, of loans evaluated individually for impairment with principal balances greater than or equal to $1.0 million, whose primary collateral consisted of real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated in the preceding 12 months.

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

	June 30, 2022						December 31, 2021
	With a Related Allowance		Without a Related Allowance		Total		With a Related Allowance		Without a Related Allowance		Total
	(in thousands)
Real estate - commercial mortgage	$	18,035	$	41,530	$	59,565	$	20,564	$	32,251	$	52,815
Commercial and industrial	13,593		30,098		43,691		12,571		17,570		30,141
Real estate - residential mortgage	34,390		1,195		35,585		35,269		—		35,269
Real estate - home equity	7,974		136		8,110		8,671		—		8,671
Real estate - construction	—		1,357		1,357		173		728		901
Consumer	160		—		160		229		—		229
Equipment lease financing and other	4,807		9,255		14,062		6,247		9,393		15,640
	$	78,959	$	83,571	$	162,530	$	83,724	$	59,942	$	143,666

As of June 30, 2022 and December 31, 2021, there were $83.6 million and $59.9 million, respectively, of non-accrual loans that did not have a related allowance for credit losses. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

Asset Quality

Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For commercial construction, residential construction, commercial and industrial, and commercial real estate, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the ACL methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff or if specific loan review assessments identify a deterioration or an improvement in the loans.

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

17

		June 30, 2022
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2022		2021		2020		2019		2018		Prior		Cost Basis		Cost Basis		Total
Real estate - construction(1)
	Pass	$	42,940	$	292,317	$	287,166	$	66,620	$	49,664	$	120,391	$	29,138	$	1,054	$	889,290
	Special Mention	—		—		2,012		9,984		—		20,678		—		—		32,674
	Substandard or Lower	—		—		—		—		—		4,451		214		—		4,665
	Total real estate - construction	42,940		292,317		289,178		76,604		49,664		145,520		29,352		1,054		926,629
Real estate - construction(1)
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
	Current period recoveries	—		—		—		—		—		—		—		44		44
	Total net (charge-offs) recoveries	—		—		—		—		—		—		—		44		44
Commercial and industrial(2)
	Pass	462,732		533,826		436,620		346,343		203,490		665,347		1,232,430		724		3,881,512
	Special Mention	6,815		13,149		10,076		9,843		5,927		21,322		65,728		—		132,860
	Substandard or Lower	—		5,621		9,284		28,390		14,915		33,448		67,011		73		158,742
	Total commercial and industrial	469,547		552,596		455,980		384,576		224,332		720,117		1,365,169		797		4,173,114
Commercial and industrial
	Current period gross charge-offs	—		—		(36)		—		(21)		—		(174)		(197)		(428)
	Current period recoveries	—		—		30		95		379		569		545		1,101		2,719
	Total net (charge-offs) recoveries	—		—		(6)		95		358		569		371		904		2,291
Real estate - commercial mortgage
	Pass	477,751		1,014,857		978,961		799,726		601,768		2,775,873		65,309		—		6,714,245
	Special Mention	336		32,783		43,579		97,163		45,601		153,027		1,994		—		374,483
	Substandard or Lower	—		1,510		8,335		37,106		75,075		205,826		456		—		328,308
	Total real estate - commercial mortgage	478,087		1,049,150		1,030,875		933,995		722,444		3,134,726		67,759		—		7,417,036
Real estate - commercial mortgage
	Current period gross charge-offs	—		—		—		—		—		—		—		(152)		(152)
	Current period recoveries	—		—		—		—		—		4		—		3,644		3,648
	Total net (charge-offs) recoveries	—		—		—		—		—		4		—		3,492		3,496
Total
	Pass	$	983,423	$	1,841,000	$	1,702,747	$	1,212,689	$	854,922	$	3,561,611	$	1,326,877	$	1,778	$	11,485,047
	Special Mention	7,151		45,932		55,667		116,990		51,528		195,027		67,722		—		540,017
	Substandard or Lower	—		7,131		17,619		65,496		89,990		243,725		67,681		73		491,715
	Total	$	990,574	$	1,894,063	$	1,776,033	$	1,395,175	$	996,440	$	4,000,363	$	1,462,280	$	1,851	$	12,516,779

(1) Excludes real estate - construction - other.

(2) Loans originated in 2021 and 2020 include $0.1 billion of PPP loans that were assigned a rating of Pass based on the existence of a federal government guaranty through the SBA.

18

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

		December 31, 2021
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2021		2020		2019		2018		2017		Prior		Cost Basis		Cost Basis		Total
Real estate - construction(1)
	Pass	$	190,030	$	315,811	$	113,245	$	83,886	$	17,545	$	117,157	$	46,409	$	—	$	884,083
	Special Mention	5,843		775		9,984		20,200		15,724		6,315		—		—		58,841
	Substandard or Lower	—		—		—		—		1,912		4,185		227		—		6,324
	Total real estate - construction	195,873		316,586		123,229		104,086		35,181		127,657		46,636		—		949,248
Real estate - construction(1)
	Current period gross charge-offs	—		—		(39)		—		—		—		—		—		(39)
	Current period recoveries	—		—		39		—		—		1,373		—		—		1,412
	Total net (charge-offs) recoveries	—		—		—		—		—		1,373		—		—		1,373
Commercial and industrial(2)
	Pass	855,924		520,802		396,575		232,805		147,675		581,762		1,177,857		339		3,913,739
	Special Mention	5,386		8,538		33,937		8,301		10,346		23,380		52,386		95		142,369
	Substandard or Lower	1,225		9,775		19,393		24,327		11,912		34,825		49,562		1,200		152,219
	Total commercial and industrial	862,535		539,115		449,905		265,433		169,933		639,967		1,279,805		1,634		4,208,327
Commercial and industrial
	Current period gross charge-offs	(2,977)		(406)		(4,966)		(208)		(286)		(800)		(5,694)		—		(15,337)
	Current period recoveries	6		39		4,691		841		457		2,342		1,211		—		9,587
	Total net (charge-offs) recoveries	(2,971)		(367)		(275)		633		171		1,542		(4,483)		—		(5,750)
Real estate - commercial mortgage
	Pass	1,086,113		899,172		826,866		624,653		712,223		2,356,308		55,370		—		6,560,705
	Special Mention	1,317		60,732		96,508		25,280		33,595		169,732		115		—		387,279
	Substandard or Lower	1,537		8,516		28,810		68,818		69,793		151,450		684		1,488		331,096
	Total real estate - commercial mortgage	1,088,967		968,420		952,184		718,751		815,611		2,677,490		56,169		1,488		7,279,080
Real estate - commercial mortgage
	Current period gross charge-offs	—		—		(14)		(25)		(6,972)		(1,517)		(198)		—		(8,726)
	Current period recoveries	—		—		—		—		983		1,491		—		—		2,474
	Total net (charge-offs) recoveries	—		—		(14)		(25)		(5,989)		(26)		(198)		—		(6,252)
Total
	Pass	$	2,132,067	$	1,735,785	$	1,336,686	$	941,344	$	877,443	$	3,055,227	$	1,279,636	$	339	$	11,358,527
	Special Mention	12,546		70,045		140,429		53,781		59,665		199,427		52,501		95		588,489
	Substandard or Lower	2,762		18,291		48,203		93,145		83,617		190,460		50,473		2,688		489,639
	Total	$	2,147,375	$	1,824,121	$	1,525,318	$	1,088,270	$	1,020,725	$	3,445,114	$	1,382,610	$	3,122	$	12,436,655

(1) Excludes real estate - construction - other.

(2) Loans originated in 2021 and 2020 include $0.3 billion of PPP loans that were assigned a rating of Pass based on the existence of a federal government guaranty through the SBA.

19

The Corporation considers the performance of the loan portfolio and its impact on the ACL. The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and equipment lease financing. For these loans, the most relevant credit quality indicator is delinquency status and the Corporation evaluates credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, for the periods shown:

		June 30, 2022
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2022		2021		2020		2019		2018		Prior		Cost Basis		Cost Basis		Total
Consumer and real estate - home equity
	Performing	$	199,006	$	126,665	$	92,240	$	62,883	$	56,742	$	103,004	$	852,242	$	144,223	$	1,637,005
	Nonperforming	22		148		108		19		112		2,341		2,088		5,712		10,550
	Total consumer and real estate - home equity	199,028		126,813		92,348		62,902		56,854		105,345		854,330		149,935		1,647,555
Consumer and real estate - home equity
	Current period gross charge-offs	—		(587)		(70)		(108)		(16)		(355)		(77)		(716)		(1,929)
	Current period recoveries	—		44		88		29		16		351		144		544		1,216
	Total net (charge-offs) recoveries	—		(543)		18		(79)		—		(4)		67		(172)		(713)
Real estate - residential mortgage
	Performing	537,306		1,591,120		1,067,487		296,239		89,886		578,653		—		—		4,160,691
	Nonperforming	—		1,122		6,322		5,056		3,808		26,828		—		—		43,136
	Total real estate - residential mortgage	537,306		1,592,242		1,073,809		301,295		93,694		605,481		—		—		4,203,827
Real estate - residential mortgage
	Current period gross charge-offs	—		—		—		—		—		—		—		(66)		(66)
	Current period recoveries	—		—		4		—		27		261		—		22		314
	Total net (charge-offs) recoveries	—		—		4		—		27		261		—		(44)		248
Equipment lease financing and other
	Performing	126,093		49,563		50,710		37,619		24,936		21,218		—		—		310,139
	Nonperforming	—		—		—		—		—		14,062		—		—		14,062
	Total leasing and other	126,093		49,563		50,710		37,619		24,936		35,280		—		—		324,201
Equipment lease financing and other
	Current period gross charge-offs	—		—		—		—		—		(943)		—		—		(943)
	Current period recoveries	—		1		68		13		3		227		—		68		380
	Total net (charge-offs) recoveries	—		1		68		13		3		(716)		—		68		(563)
Construction - other
	Performing	61,082		162,281		22,426		—		4,580		—		—		448		250,817
	Nonperforming	—		—		—		—		—		—		—		—		—
	Total construction - other	61,082		162,281		22,426		—		4,580		—		—		448		250,817
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
	Current period recoveries	—		—		—		—		—		—		—		—		—
	Total net (charge-offs) recoveries	—		—		—		—		—		—		—		—		—
Total
	Performing	$	923,487	$	1,929,629	$	1,232,863	$	396,741	$	176,144	$	702,875	$	852,242	$	144,671	$	6,358,652
	Nonperforming	22		1,270		6,430		5,075		3,920		43,231		2,088		5,712		67,748
	Total	$	923,509	$	1,930,899	$	1,239,293	$	401,816	$	180,064	$	746,106	$	854,330	$	150,383	$	6,426,400

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		December 31, 2021
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
		(dollars in thousands)												Amortized		Amortized
		2021		2020		2019		2018		2017		Prior		Cost Basis		Cost Basis		Total
Consumer and Real estate - home equity
	Performing	$	162,441	$	102,918	$	73,769	$	68,564	$	33,254	$	135,412	$	990,842	$	3,999	$	1,571,199
	Nonperforming	122		101		60		51		314		2,348		8,512		198		11,706
	Total consumer and real estate - home equity	162,563		103,019		73,829		68,615		33,568		137,760		999,354		4,197		1,582,905
Consumer and Real estate - home equity
	Current period gross charge-offs	(175)		(491)		(496)		(238)		(224)		(411)		(1,274)		—		(3,309)
	Current period recoveries	—		223		131		131		167		1,048		645		—		2,345
	Total net (charge-offs) recoveries	(175)		(268)		(365)		(107)		(57)		637		(629)		—		(964)
Real estate - residential mortgage
	Performing	1,548,174		1,133,602		344,625		113,801		198,164		468,842		—		—		3,807,208
	Nonperforming	—		6,753		2,189		3,424		2,844		24,332		—		—		39,542
	Total real estate - residential mortgage	1,548,174		1,140,355		346,814		117,225		201,008		493,174		—		—		3,846,750
Real estate - residential mortgage
	Current period gross charge-offs	—		(626)		(148)		(125)		(4)		(387)		—		—		(1,290)
	Current period recoveries	—		—		1		18		—		264		92		—		375
	Total net (charge-offs) recoveries	—		(626)		(147)		(107)		(4)		(123)		92		—		(915)
Equipment lease financing and other
	Performing	97,077		65,316		49,591		34,107		22,444		1,369		—		—		269,904
	Nonperforming	—		—		—		—		15,503		138		—		—		15,641
	Total leasing and other	97,077		65,316		49,591		34,107		37,947		1,507		—		—		285,545
Equipment lease financing and other
	Current period gross charge-offs	(975)		(1,276)		—		—		—		—		—		—		(2,251)
	Current period recoveries	255		539		88		10		18		43		—		—		953
	Total net (charge-offs) recoveries	(720)		(737)		88		10		18		43		—		—		(1,298)
Construction - other
	Performing	144,652		40,040		638		5,028		—		—		—		—		190,358
	Nonperforming	—		—		—		—		173		—		—		—		173
	Total construction - other	144,652		40,040		638		5,028		173		—		—		—		190,531
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
	Current period recoveries	—		—		—		—		—		—		—		—		—
	Total net (charge-offs) recoveries	—		—		—		—		—		—		—		—		—
Total
	Performing	$	1,952,344	$	1,341,876	$	468,623	$	221,500	$	253,862	$	605,623	$	990,842	$	3,999	$	5,838,669
	Nonperforming	122		6,854		2,249		3,475		18,834		26,818		8,512		198		67,062
	Total	$	1,952,466	$	1,348,730	$	470,872	$	224,975	$	272,696	$	632,441	$	999,354	$	4,197	$	5,905,731

21

The following table presents non-performing assets:

	June 30, 2022		December 31, 2021
	(in thousands)
Non-accrual loans	$	162,530	$	143,666
Loans 90 days or more past due and still accruing(1)	11,016		8,453
Total non-performing loans	173,546		152,119
OREO (2)	4,786		1,817
Total non-performing assets	$	178,332	$	153,936

(1) Excludes PPP loans which are fully guaranteed by the federal government of $0.7 million as of June 30, 2022.

(2) Excludes $3.8 million and $6.4 million of residential mortgage properties for which formal foreclosure proceedings were in process as of June 30, 2022 and December 31, 2021, respectively.

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

	30-59		60-89		≥ 90 Days
	Days Past		Days Past		Past Due		Non-
	Due		Due		and Accruing		Accrual		Current		Total
	(in thousands)
June 30, 2022
Real estate – commercial mortgage	$	5,486	$	3,219	$	375	$	59,565	$	7,348,391	$	7,417,036
Commercial and industrial(1)	11,197		1,417		1,022		43,691		4,115,787		4,173,114
Real estate – residential mortgage	31,221		5,796		7,337		35,585		4,123,888		4,203,827
Real estate – home equity	4,554		1,341		1,942		8,110		1,092,861		1,108,808
Real estate – construction	3,728		550		—		1,357		1,171,811		1,177,446
Consumer	4,963		1,081		340		160		532,203		538,747
Equipment lease financing and other	4,472		33		—		14,062		283,405		301,972
Total	$	65,621	$	13,437	$	11,016	$	162,530	$	18,668,346	$	18,920,950

(1) Delinquent PPP loans 30-59 days past due and 60-89 days past due of $7.9 million and $1.3 million, respectively, which are fully guaranteed by the federal government, are classified as current.

	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Current		Total
	(in thousands)
December 31, 2021
Real estate – commercial mortgage	$	1,089	$	1,750	$	1,229	$	52,815	$	7,222,197	$	7,279,080
Commercial and industrial	5,457		1,932		488		30,141		4,170,309		4,208,327
Real estate – residential mortgage	22,957		2,920		4,130		35,269		3,781,474		3,846,750
Real estate – home equity	4,369		1,154		2,253		8,671		1,101,801		1,118,248
Real estate – construction	1,318		—		—		901		1,137,560		1,139,779
Consumer	3,561		876		353		229		459,638		464,657
Equipment lease financing and other	226		27		—		15,640		252,616		268,509
Total	$	38,977	$	8,659	$	8,453	$	143,666	$	18,125,595	$	18,325,350

22

Collateral-Dependent Loans

A loan is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agriculture land, and vacant land.

Troubled Debt Restructurings

Restructured loan modifications may include payment schedule modifications, interest rate concessions, bankruptcies, principal reduction or some combination of these concessions. The restructured loan modifications primarily included maturity date extensions, rate modifications and payment schedule modifications.

The following table presents TDRs, by class segment:

	June 30, 2022		December 31, 2021
	(in thousands)
Real estate - commercial mortgage	$	3,489	$	3,464
Commercial and industrial	1,871		1,857
Real estate - residential mortgage	10,279		11,948
Real estate - home equity	11,764		12,218
Consumer	2		5
Total accruing TDRs	27,405		29,492
Non-accrual TDRs (1)	45,439		55,945
Total TDRs	$	72,844	$	85,437

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

The following table presents TDRs, by class segment, for loans that were modified during the three and six months ended June 30, 2022 and 2021:

	Three months ended June 30						Six months ended June 30
	2022			2021			2022			2021
	Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment
	(dollars in thousands)
Commercial and industrial	—	$	—	—	$	—	1	$	82	4	$	1,894
Real estate - commercial mortgage	—	—		3	2,729		1	150		5	6,891
Real estate - residential mortgage	—	—		14	3,101		5	293		37	10,728
Real estate - home equity	—	—		11	598		5	329		16	746
Real estate - construction	—	—		—	—		—	—		1	154
Consumer	2	199		—	—		2	199		—	—
Total	2	$	199	28	$	6,428	14	$	1,053	63	$	20,413

23

In accordance with regulatory guidance, payment schedule modifications granted after March 13, 2020 to borrowers impacted by the effects of the COVID-19 pandemic and who were not delinquent at the time of the payment schedule modifications have been excluded from TDRs. As of June 30, 2022, $5.8 million in recorded investment remains in active COVID-19 deferral programs.

NOTE 5 – Mortgage Servicing Rights

The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets, with adjustments to the carrying value included in mortgage banking income on the consolidated statements of income:

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Amortized cost:
Balance at beginning of period	$	35,624	$	37,803	$	35,993	$	38,745
Originations of MSRs	1,053		1,457		2,407		4,268
Amortization	(1,428)		(3,198)		(3,151)		(6,951)
Balance at end of period	$	35,249	$	36,062	$	35,249	$	36,062
Valuation allowance:
Balance at beginning of period	$	—	$	(4,400)	$	(600)	$	(10,500)
Reduction (addition) to valuation allowance	—		(2,200)		600		3,900
Balance at end of period	$	—	$	(6,600)	$	—	$	(6,600)
Net MSRs at end of period	$	35,249	$	29,462	$	35,249	$	29,462
Estimated fair value of MSRs at end of period	$	49,804	$	29,462	$	49,804	$	29,462

MSRs represent the economic value of contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $4.3 billion as of June 30, 2022 and December 31, 2021. Actual and expected prepayments of the underlying mortgage loans can impact the fair values of the MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $49.8 million and $35.4 million at June 30, 2022 and December 31, 2021, respectively. Based on its fair value analysis as of June 30, 2022, the Corporation determined that no valuation allowance was required as of June 30, 2022.

NOTE 6 – Derivative Financial Instruments

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

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The

24

amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.

Interest Rate Swaps - Non-Designated Hedges

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

The Corporation's existing credit derivatives result from participation in interest rate swaps provided by external lenders as part of loan participation arrangements and, therefore, are not used to manage interest rate risk in the Corporation’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain lenders which participate in loans.

The Corporation is required to clear all eligible interest rate swap contracts with a clearing agent and is subject to the regulations of the Commodity Futures Trading Commission.

Cash Flow Hedges of Interest Rate Risk

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

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation's variable-rate liabilities. During the next twelve months, the Corporation estimates that an additional $21.4 million will be reclassified as a decrease to interest income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a specific date at a contractual price. The Corporation limits its foreign exchange exposure with customers by entering into contracts with institutional counterparties to mitigate its foreign exchange risk. The Corporation also holds certain amounts of foreign currency in Foreign Currency Nostro Accounts. The Corporation limits the total overnight net foreign currency open positions, which is defined as an aggregate of all outstanding contracts and Foreign Currency Nostro Account balances, to $500,000.

25

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

	June 30, 2022				December 31, 2021
	Notional Amount		Asset (Liability) Fair Value		Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	128,465	$	811	$	261,428	$	2,326
Negative fair values	19,948		(616)		2,549		(23)
Forward Commitments
Positive fair values	35,000		439		51,000		41
Negative fair values	—		—		—		—
Interest Rate Swaps with Customers
Positive fair values	790,286		7,598		3,213,924		153,752
Negative fair values	3,134,128		(152,409)		752,462		(4,766)
Interest Rate Swaps with Dealer Counterparties
Positive fair values	3,134,128		84,197		752,462		4,766
Negative fair values	790,286		(7,891)		3,213,924		(79,889)
Interest Rate Swaps used in Cash Flow Hedges
Positive fair values	900,000		—		500,000		60
Negative fair values	100,000		(7,356)		500,000		(1,432)
Foreign Exchange Contracts with Customers
Positive fair values	13,995		737		7,629		229
Negative fair values	1,550		(69)		3,388		(51)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	2,074		76		3,656		69
Negative fair values	13,781		(696)		9,364		(240)

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

	Amount of Gain (Loss) Recognized in OCI on Derivative		Amount of Gain (Loss) Recognized in OCI Included Component		Amount of Gain or (Loss) Recognized in OCI Excluded Component		Location of Gain or (Loss) Recognized from AOCI into Income	Amount of Gain Reclassified from AOCI into Income		Amount of Gain Reclassified from AOCI into Income Included Component		Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
	(in thousands)
Derivatives in Cash Flow Hedging Relationships:
Three months ended June 30, 2022
Interest Rate Products	$	(11,100)	$	(11,100)	$	—	Interest income	$	434	$	434	$	—
Three months ended June 30, 2021
Interest Rate Products	3,560		3,560		—		Interest income	877		877		—
Six months ended June 30, 2022
Interest Rate Products	(51,663)		(51,663)		—		Interest income	2,382		2,382		—
Six months ended June 30, 2021
Interest Rate Products	1,495		1,495		—		Interest Income	1,021		1,021		—

26

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

	Consolidated Statements of Income Classification
	Interest Income
	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded	$	434	$	877	$	2,382	$	1,021
Interest contracts:
Amount of gain reclassified from AOCI into income	434		877		2,382		1,021
Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring	—		—		—		—
Amount of Gain Reclassified from AOCI into Income - Included Component	434		877		2,382		1,021
Amount of Gain or (Loss) Reclassified from AOCI into Income - Excluded Component	—		—		—		—

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

	Consolidated Statements of Income Classification	Three months ended June 30				Six months ended June 30
		2022		2021		2022		2021
		(in thousands)
Mortgage banking derivatives (1)	Mortgage banking income	$	(2,095)	$	(3,158)	$	(1,710)	$	(2,362)
Interest rate swaps	Other expense	—		(104)		—		(208)
Foreign exchange contracts	Other income	(6)		(12)		41		(4)
Net fair value gains/(losses) on derivative financial instruments		$	(2,101)	$	(3,274)	$	(1,669)	$	(2,574)

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

Fair Value Option

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

	June 30, 2022		December 31, 2021
	(in thousands)
Amortized cost (1)	$	17,440	$	35,050
Fair value	17,528		35,768

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

Gains related to changes in fair values of mortgage loans held for sale were $0.5 million and $0.7 million for the three months ended June 30, 2022 and June 30, 2021, respectively. Losses related to changes in fair values of mortgage loans held for sale were $0.6 million for the six months ended June 30, 2022 compared to losses of $2.2 million for the six months ended June 30, 2021.

Balance Sheet Offsetting

The fair values of interest rate swap agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets if they are subject to master netting arrangements or similar agreements. The Corporation has elected to net its financial assets and liabilities designated as cash flow hedges when offsetting is permitted. The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:

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	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial		Cash		Net
	Balance Sheets		Instruments(1)		Collateral (2)		Amount
	(in thousands)
June 30, 2022
Interest rate swap derivative assets	$	91,795	$	(17,495)	$	—	$	74,300
Foreign exchange derivative assets with correspondent banks	76		(76)		—		—
Total	$	91,871	$	(17,571)	$	—	$	74,300
Interest rate swap derivative liabilities	$	167,656	$	(10,139)	$	(67,888)	$	89,629
Foreign exchange derivative liabilities with correspondent banks	696		(76)		—		620
Total	$	168,352	$	(10,215)	$	(67,888)	$	90,249
December 31, 2021
Interest rate swap derivative assets	$	158,578	$	(8,028)	$	—	$	150,550
Foreign exchange derivative assets with correspondent banks	69		(69)		—		—
Total	$	158,647	$	(8,097)	$	—	$	150,550
Interest rate swap derivative liabilities	$	86,087	$	(6,656)	$	(74,359)	$	5,072
Foreign exchange derivative liabilities with correspondent banks	240		(69)		—		171
Total	$	86,327	$	(6,725)	$	(74,359)	$	5,243

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

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

NOTE 7 – Tax Credit Investments

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

The TCIs are included in other assets, with any unfunded equity commitments recorded in other liabilities on the consolidated balance sheets. Certain TCIs qualify for the proportional amortization method and are amortized over the period the Corporation expects to receive the tax credits, with the expense included within income taxes on the consolidated statements of income. Other TCIs are accounted for under the equity method of accounting, with amortization included within non-interest expense on the consolidated statements of income. All of the TCIs are evaluated for impairment at the end of each reporting period.

The following table presents the balances of the Corporation's TCIs and related unfunded commitments:

		June 30,		December 31,
		2022		2021
Included in other assets:		(in thousands)
Affordable housing tax credit investments		$	168,500	$	161,052
Other tax credit investments		62,043		42,987
	Total TCIs	$	230,543	$	204,039
Included in other liabilities:
Unfunded affordable housing tax credit commitments		$	56,630	$	49,364
Other tax credit liabilities		48,113		33,941
	Total unfunded tax credit commitments and liabilities	$	104,743	$	83,305

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

		Three months ended June 30				Six months ended June 30
		2022		2021		2022		2021
Components of income taxes:		(in thousands)
Affordable housing tax credits and other tax benefits		$	(6,209)	$	(6,543)	$	(12,417)	$	(13,031)
Other tax credit investment credits and tax benefits		(845)		(722)		(1,690)		(1,445)
Amortization of affordable housing investments, net of tax benefit		4,824		4,323		9,649		8,689
Deferred tax expense		192		160		383		320
	Total net reduction in income tax expense	$	(2,038)	$	(2,782)	$	(4,075)	$	(5,467)
Amortization of TCIs:
	Total amortization of TCIs	$	695	$	1,563	$	1,391	$	3,094

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NOTE 8 – Accumulated Other Comprehensive (Loss) Income

The following table presents the components of other comprehensive (loss) income:

	Before-Tax Amount		Tax Effect		Net of Tax Amount
Three months ended June 30, 2022	(in thousands)
Unrealized loss on securities	$	(114,312)	$	25,960	$	(88,352)
Reclassification adjustment for securities gains included in net income (1)	8		(2)		6
Amortization of net unrealized losses on AFS securities transferred to HTM (2)	(62,250)		14,137		(48,113)
Net unrealized holding loss arising during the period on interest rate swaps used in cash flow hedges	(11,100)		2,514		(8,586)
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges	(434)		99		(335)
Amortization of net unrecognized pension and postretirement items (3)	33		(8)		25
Total Other Comprehensive Loss	$	(188,055)	$	42,700	$	(145,355)
Three months ended June 30, 2021
Unrealized gain on securities	$	24,968	$	(5,670)	$	19,298
Reclassification adjustment for securities gains included in net income (1)	(36)		8		(28)
Amortization of net unrealized gains on AFS securities transferred to HTM (2)	(349)		79		(270)
Net unrealized holding gain arising during the period on interest rate swaps used in cash flow hedges	3,560		(808)		2,752
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges	(877)		199		(678)
Amortization of net unrecognized pension and postretirement items (3)	370		(81)		289
Total Other Comprehensive Loss	$	27,636	$	(6,273)	$	21,363
Six months ended June 30, 2022
Unrealized loss on securities	$	(313,379)	$	71,168	$	(242,211)
Reclassification adjustment for securities loss included in net income (1)	27		(6)		21
Amortization of net unrealized losses on AFS securities transferred to HTM (2)	(61,686)		14,009		(47,677)
Net unrealized loss on interest rate swaps used in cash flow hedges	(51,663)		11,701		(39,962)
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges	(2,382)		540		(1,842)
Amortization of net unrecognized pension and postretirement items (3)	65		(15)		50
Total Other Comprehensive Loss	$	(429,018)	$	97,397	$	(331,621)
Six months ended June 30, 2021
Unrealized loss on securities	$	(26,783)	$	6,082	$	(20,701)
Reclassification adjustment for securities gains included in net income (1)	451		(102)		349
Amortization of net unrealized losses on AFS securities transferred to HTM (2)	1,963		(446)		1,517
Net unrealized gain on interest rate swaps used in cash flow hedges	1,495		(337)		1,158
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges	(1,021)		230		(791)
Amortization of net unrecognized pension and postretirement items (3)	740		(162)		578
Total Other Comprehensive Loss	$	(23,155)	$	5,265	$	(17,890)

(1)    Amounts reclassified out of AOCI. Before-tax amounts included in "Investment securities gains, net" on the Consolidated Statements of Income. See Note 3, "Investment Securities," for additional details.

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

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

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

	Unrealized Gains (Losses) on Investment Securities		Net Unrealized (Loss) Gain on Interest Rate Swaps used in Cash Flow Hedges		Unrecognized Pension and Postretirement Plan Income (Costs)		Total
	(in thousands)
Three months ended June 30, 2022
Balance at March 31, 2022	$	(112,968)	$	(37,699)	$	(8,188)	$	(158,855)
OCI before reclassifications	(88,352)		—		—		(88,352)
Amounts reclassified from AOCI	6		(8,921)		25		(8,890)
Amortization of net unrealized losses on AFS securities transferred to HTM	(48,113)		—		—		(48,113)
Balance at June 30, 2022	$	(249,427)	$	(46,620)	$	(8,163)	$	(304,210)
Three months ended June 30, 2021
Balance at March 31, 2021	$	43,769	$	(1,707)	$	(16,224)	$	25,838
OCI before reclassifications	19,298		—		—		19,298
Amounts reclassified from AOCI	(28)		2,074		289		2,335
Amortization of net unrealized losses on AFS securities transferred to HTM	(270)		—		—		(270)
Balance at June 30, 2021	$	62,769	$	367	$	(15,935)	$	47,201
Six months ended June 30, 2022
Balance at December 31, 2021	$	40,440	$	(4,816)	$	(8,213)	$	27,411
OCI before reclassifications	(242,211)		—		—		(242,211)
Amounts reclassified from AOCI	21		(41,804)		50		(41,733)
Amortization of net unrealized losses on AFS securities transferred to HTM	(47,677)		—		—		(47,677)
Balance at June 30, 2022	$	(249,427)	$	(46,620)	$	(8,163)	$	(304,210)
Six months ended June 30, 2021
Balance at December 31, 2020	$	81,604	$	—	$	(16,513)	$	65,091
OCI before reclassifications	(20,701)		—		—		(20,701)
Amounts reclassified from AOCI	349		367		578		1,294
Amortization of net unrealized losses on AFS securities transferred to HTM	1,517		—		—		1,517
Balance at June 30, 2021	$	62,769	$	367	$	(15,935)	$	47,201

NOTE 9 – Fair Value Measurements

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

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

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

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

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

	June 30, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	17,528	$	—	$	17,528
Available for sale investment securities:
Equity securities	—		—		—		—
U.S. Government securities	371,266		—		—		371,266
State and municipal securities	—		1,083,477		—		1,083,477
Corporate debt securities	—		393,561		—		393,561
Collateralized mortgage obligations	—		148,103		—		148,103
Residential mortgage-backed securities	—		195,359		—		195,359
Commercial mortgage-backed securities	—		587,072		—		587,072
Total available for sale investment securities	371,266		2,407,572		—		2,778,838
Other assets:
Investments held in Rabbi Trust	23,669		—		—		23,669
Derivative assets	813		93,045		—		93,858
Total assets	$	395,748	$	2,518,145	$	—	$	2,913,893
Other liabilities:
Deferred compensation liabilities	$	23,669	$	—	$	—	$	23,669
Derivative liabilities	765		168,272		—		169,037
Total liabilities	$	24,434	$	168,272	$	—	$	192,706

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Loans held for sale	$	—	$	35,768	$	—	$	35,768
Available for sale investment securities:
U.S. Government securities	127,618		—		—		127,618
State and municipal securities	—		1,188,670		—		1,188,670
Corporate debt securities	—		386,133		—		386,133
Collateralized mortgage obligations	—		209,359		—		209,359
Residential mortgage-backed securities	—		229,795		—		229,795
Commercial mortgage-backed securities	—		971,148		—		971,148
Auction rate securities	—		—		74,667		74,667
Total available for sale investment securities	127,618		2,985,105		74,667		3,187,390
Other assets:
Investments held in Rabbi Trust	28,619		—		—		28,619
Derivative assets	298		160,945		—		161,243
Total assets	$	156,535	$	3,181,818	$	74,667	$	3,413,020
Other liabilities:
Deferred compensation liabilities	$	28,619	$	—	$	—	$	28,619
Derivative liabilities	291		86,110		—		86,401
Total liabilities	$	28,910	$	86,110	$	—	$	115,020

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

Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of June 30, 2022 and December 31, 2021 were based on the price that secondary market investors were offering for loans with similar characteristics.

Available for sale investment securities – Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

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

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

•Corporate debt securities – This category consists of subordinated debt and senior debt issued by financial institutions ($390.8 million at June 30, 2022 and $383.4 million at December 31, 2021) and other corporate debt issued by non-financial institutions ($2.8 million at June 30, 2022 and December 31, 2021).

Level 2 investments include subordinated debt and senior debt, and other corporate debt issued by non-financial institutions at June 30, 2022 and December 31, 2021. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

•Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investment securities and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. In the first quarter of 2022, the Corporation sold all of its investment in ARCs.

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

Derivative assets – Fair value of foreign currency exchange contracts are classified as Level 1 assets ($0.8 million at June 30, 2022 and $0.3 million at December 31, 2021). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($1.3 million at June 30, 2022 and $2.4 million at December 31, 2021) and the fair value of interest rate swaps ($91.8 million at June 30, 2022 and $158.6 million at December 31, 2021). The fair values of the interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 6 - Derivative Financial Instruments," for additional information.

Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.

Derivative liabilities – Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($0.8 million at June 30, 2022 and $0.3 million at December 31, 2021).

33

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.6 million at June 30, 2022 and none at December 31, 2021) and the fair value of interest rate swaps ($167.7 million at June 30, 2022 and $86.1 million at December 31, 2021).

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

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

		ARCs
Three months ended June 30, 2022	(in thousands)
Balance at March 31, 2022		$	—
Sales		—
Unrealized adjustment to fair value (1)		—
Balance at June 30, 2022		$	—
Three months ended June 30, 2021
Balance at March 31, 2021		$	76,204
Unrealized adjustment to fair value (1)		(1,370)
Balance at June 30, 2021		$	74,834
Six months ended June 30, 2022
Balance at December 31, 2021		$	74,667
Sales		(74,823)
Unrealized adjustment to fair value (1)		156
Balance at June 30, 2022		$	—
Six months ended June 30, 2021
Balance at December 31, 2020		$	98,206
Sales		(24,619)
Unrealized adjustment to fair value (1)		1,247
Balance at June 30, 2021		$	74,834

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

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

	June 30, 2022		December 31, 2021
	(in thousands)
Loans, net	$	137,267	$	118,458
OREO	4,786		1,817
MSRs (1)	49,804		35,393
Total assets	$	191,857	$	155,668

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

34

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

•Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.

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

•MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the June 30, 2022 valuation were 7.9% and 7.2%, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 5 - Mortgage Servicing Rights," for additional information.

The following tables detail the book values and the estimated fair values of the Corporation's financial instruments as of June 30, 2022 and December 31, 2021.

	June 30, 2022
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	449,674	$	449,674	$	—	$	—	$	449,674
FRB and FHLB stock	62,146		—		62,146		—		62,146
Federal funds sold	30,500		30,500		—		—		30,500
Loans held for sale	17,528		—		17,528		—		17,528
AFS securities	2,778,838		371,266		2,407,572		—		2,778,838
HTM securities	1,338,963		—		1,215,325		—		1,215,325
Loans, net	18,672,386		—		—		17,993,585		17,993,585
Accrued interest receivable	64,457		64,457		—		—		64,457
Other assets	505,136		357,501		93,045		54,590		505,136
FINANCIAL LIABILITIES
Demand and savings deposits	$	19,340,633	$	19,340,633	$	—	$	—	$	19,340,633
Brokered deposits	243,172		223,172		20,167		—		243,339
Time deposits	1,560,061		—		1,552,555		—		1,552,555
Accrued interest payable	6,010		6,010		—		—		6,010
Short-term borrowings	456,185		456,185		—		—		456,185
Long-term borrowings	557,130		—		490,331		—		490,331
Other liabilities	343,794		161,198		168,272		14,324		343,794

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	December 31, 2021
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	1,638,614	$	1,638,614	$	—	$	—	$	1,638,614
FRB and FHLB stock	57,635		—		57,635		—		57,635
Loans held for sale	35,768		—		35,768		—		35,768
AFS securities	3,187,390		127,618		2,985,105		74,667		3,187,390
HTM securities	980,384		—		965,867		—		965,867
Loans, net	18,076,349		—		—		17,519,497		17,519,497
Accrued interest receivable	57,451		57,451		—		—		57,451
Other assets	565,491		367,336		160,945		37,210		565,491
FINANCIAL LIABILITIES
Demand and savings deposits	$	19,594,497	$	19,594,497	$	—	$	—	$	19,594,497
Brokered deposits	251,526		231,526		20,603		—		252,129
Time deposits	1,727,476		—		1,730,673		—		1,730,673
Accrued interest payable	7,000		7,000		—		—		7,000
Short-term borrowings	416,764		416,764		—		—		416,764
Long-term borrowings	621,345		—		605,719		—		605,719
Other liabilities	288,862		188,219		86,110		14,533		288,862

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

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

The following instruments are predominantly short-term:

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

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

As of June 30, 2022, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consist of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of these deposits are determined in a manner consistent with the respective type of deposits discussed above.

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NOTE 10 – Net Income Per Share

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

Diluted net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation's common stock equivalents consist of outstanding stock options, restricted stock, RSUs, and PSUs. PSUs are required to be included in weighted average diluted shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic and diluted net income per share follows (in thousands, except per share data):

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
Weighted average shares outstanding (basic)	160,920		162,785		160,755		162,614
Impact of common stock equivalents	1,155		1,073		1,260		1,124
Weighted average shares outstanding (diluted)	162,075		163,858		162,015		163,738
Per share:
Basic	$	0.42	$	0.38	$	0.80	$	0.81
Diluted	0.42		0.38		0.80		0.81

NOTE 11 – Stock-Based Compensation

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

The Corporation also grants equity awards to non-employee members of its board of directors and subsidiary bank boards of directors under the Directors’ Plan. Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock, RSUs or common stock. Recent grants of equity awards under the Directors’ Plan have been limited to RSUs.

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

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

On May 17, 2022, upon approval at the Corporation’s annual meeting of Shareholders (the “Annual Meeting”), the Employee Equity Plan was amended and restated. Subject to adjustments provided for in the Employee Equity Plan, the total number of equity awards that may be awarded under the Employee Equity Plan was reduced to 5,806,000 shares as of the date of the Annual Meeting.

As of June 30, 2022, the Employee Equity Plan had approximately 5.1 million shares reserved for future grants through 2032, and the Directors’ Plan had approximately 51,000 shares reserved for future grants through 2029.

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

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Compensation expense	$	3,846	$	2,098	$	6,586	$	4,000
Tax benefit	(758)		(457)		(1,361)		(870)
Total stock-based compensation, net of tax	$	3,088	$	1,641	$	5,225	$	3,130

NOTE 12 – Employee Benefit Plans

The net periodic pension cost for the Corporation's Pension Plan consisted of the following components:

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Interest cost	$	598	$	561	$	1,196	$	1,122
Expected return on plan assets	(1,099)		(1,011)		(2,197)		(2,022)
Net amortization and deferral	164		504		327		1,008
Net periodic pension cost	$	(337)	$	54	$	(674)	$	108

The components of the net benefit for the Corporation's Postretirement Plan consisted of the following components:

	Three months ended June 30				Six months ended June 30
	2022		2021		2022		2021
	(in thousands)
Interest cost	$	9	$	8	$	17	$	16
Net accretion and deferral	(131)		(134)		(262)		(268)
Net periodic benefit	$	(122)	$	(126)	$	(245)	$	(252)

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

NOTE 13 – Commitments and Contingencies

Commitments

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

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer or obligor. Since some of the commitments are expected to expire without being drawn upon, the total commitments to extend credit do not necessarily represent future cash requirements. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon extension of credit is based on management's credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for customers. The credit risk involved in issuing letters of credit is similar to that involved in extending loan

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facilities. These obligations are underwritten consistent with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The Corporation records a reserve for unfunded lending commitments, included in ACL - OBS credit exposures, which represents management’s estimate of credit losses associated with unused commitments to extend credit and letters of credit. As of June 30, 2022 and December 31, 2021, the ACL - OBS credit exposures for unfunded lending commitments was $8.8 million and $9.1 million, respectively. See "Note 4 - Loans and Allowance for Credit Losses," for additional details.

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

	June 30, 2022		December 31, 2021
	(in thousands)
Commitments to extend credit	$	8,474,459	$	8,731,168
Standby letters of credit	282,227		298,275
Commercial letters of credit	50,802		54,196

Residential Lending

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

The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of June 30, 2022 and December 31, 2021, the total reserve for losses on residential mortgage loans sold was $1.2 million and $1.1 million, respectively, including reserves for both representation and warranty and credit loss exposures. In addition, a component of ACL - OBS credit exposures of $4.2 million and $3.8 million, as of June 30, 2022 and December 31, 2021, respectively, related to additional credit exposures for potential loan repurchases.

Legal Proceedings

The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.

In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation's practice is to cooperate fully with regulatory and governmental inquiries and investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation's results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation's business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation's results of operations in any future period.

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Kress v. Fulton Bank, N.A.

On October 15, 2019, a former Fulton Bank teller supervisor, D. Kress, filed a putative collective and class action lawsuit on behalf of herself and other teller supervisors, tellers, and other similar non-exempt employees in the U.S. District Court for the District of New Jersey, D. Kress v. Fulton Bank, N.A., Case No. 1:19-cv-18985. Fulton Bank accepted summons without a formal service of process on January 20, 2020. The lawsuit alleges that Fulton Bank did not record or otherwise account for the amount of time D. Kress and putative collective and class members spent conducting branch opening security procedures. The allegation is that, as a result, Fulton Bank did not properly compensate those employees for their regular and overtime wages. The lawsuit alleges that by doing so, Fulton violated: (i) the federal Fair Labor Standards Act and seeks back overtime wages for a period of three years, liquidated damages and attorney fees and costs; (ii) the New Jersey State Wage and Hour Law and seeks back overtime wages for a period of six years, treble damages and attorney fees and costs; and (iii) the New Jersey Wage Payment Law and seeks back wages for a period of six years, treble damages and attorney fees and costs. The lawsuit also asserts New Jersey common law claims seeking compensatory damages and interest. The Corporation and counsel representing plaintiffs ("Plaintiffs' Counsel") reached and executed a formal Settlement Agreement to resolve this lawsuit. Plaintiffs' Counsel filed a Motion for Preliminary Approval of Class and Collective Settlement and Provisional Certification of Settlement Class and Collective ("the Motion") with the U.S. District Court for the District of New Jersey ("the Court"). On June 30, 2022, the Court granted the Motion and scheduled a hearing for final approval of the Settlement Agreement and matters related thereto for November 2, 2022. Subject to final approval by the Court, the Settlement Agreement will be administered according to its terms. The financial terms of the Settlement Agreement are not expected to be material to the Corporation. The Corporation established an accrued liability during the third quarter of 2020 for the costs expected to be incurred in connection with the Settlement Agreement. The accrued liability is included in "other liabilities" on the consolidated balance sheets.

NOTE 14 – Long-Term Borrowings

On March 16, 2022, $65.0 million of senior notes with a fixed rate of 3.60% were repaid upon their maturity.

On March 30, 2021, pursuant to a cash tender offer, the Corporation purchased $75.0 million and $60.0 million of its subordinated notes which are scheduled to mature on November 15, 2024 and its senior notes which matured on March 16, 2022, respectively. The Corporation incurred $11.3 million in debt extinguishment costs and expensed $0.8 million of unamortized discount costs. In addition, during the first quarter of 2021, the Corporation prepaid $536.0 million of long-term FHLB advances and incurred $20.9 million in prepayment penalties.

NOTE 15 – Subsequent Events

On July 1, 2022, the Corporation completed its previously announced merger with Prudential, pursuant to the Merger Agreement.

As a result of this acquisition, the Corporation expects to enhance its presence in Philadelphia, Pennsylvania, expand its customer base, leverage operating costs through economies of scale, and positively affect the Corporation's long-term operating results.

As part of the acquisition, the Corporation made a $2 million contribution to the Fulton Forward Foundation in July 2022, designated to be used to provide impact gifts in support of nonprofit community organizations in Philadelphia that are focused on advancing economic empowerment, particularly in underserved communities.

The Corporation will complete the acquisition accounting for the transaction during the third quarter of 2022.

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

This Management Discussion relates to the Corporation, a financial holding company registered under the BHCA and incorporated under the laws of the Commonwealth of Pennsylvania, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated financial statements and other financial information presented in this report.

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

◦the impact of adverse conditions in the economy and financial markets on the performance of the Corporation's loan portfolio and demand for the Corporation's products and services;

◦the scope and duration of the COVID-19 pandemic, actions taken by governmental authorities in response to the pandemic, the Corporation's participation in the PPP and other COVID-19 relief programs, and the direct and indirect impacts of the pandemic on the Corporation, its customers and third parties;

◦the determination of the ACL, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, among other factors;

◦increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;

◦investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;

◦the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and net interest income;

◦the replacement of LIBOR as a benchmark reference rate;

◦the effects of changes in interest rates on demand for the Corporation's products and services;

◦the effects of changes in interest rates or disruptions in liquidity markets on the Corporation's sources of funding;

◦the effects of the extensive level of regulation and supervision to which the Corporation and Fulton Bank are subject;

◦the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;

◦the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to the Corporation's reputation;

◦the continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;

◦the effects of, and uncertainty surrounding, new legislation, changes in regulation and government policy, which could result in significant changes in banking and financial services regulation;

◦the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact money supply and market interest rates;

◦the effects of changes in U.S. federal, state or local tax laws;

◦the effects of negative publicity on the Corporation's reputation;

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◦the effects of adverse outcomes in litigation and governmental or administrative proceedings;

◦the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;

◦the Corporation's ability to achieve its growth plans;

◦completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;

◦the potential effects of climate change on the Corporation's business and results of operations;

◦the effects of concerns relating to the Corporation's ESG posture, including potential adverse impacts on the Corporation's reputation and the market value of its securities;

◦the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;

◦the Corporation's ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;

◦the effects of changes in accounting policies, standards, and interpretations on the Corporation's reporting of its financial condition and results of operations;

◦the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;

◦the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;

◦the failure or circumvention of the Corporation's system of internal controls;

◦the loss of, or failure to safeguard, confidential or proprietary information;

◦the Corporation's failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyber-attacks;

◦the Corporation's ability to keep pace with technological changes;

◦the Corporation's ability to attract and retain talented personnel;

◦capital and liquidity strategies, including the Corporation's ability to comply with applicable capital and liquidity requirements, and the Corporation's ability to generate capital internally or raise capital on favorable terms;

◦the Corporation's reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;

◦the effects of any downgrade in the Corporation or Fulton Bank's credit ratings on each of their borrowing costs or access to capital markets;

◦the possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Prudential into the Corporation or as a result of the strength of the economy, competitive factors in the areas where the Corporation and Prudential do business, or as a result of other unexpected factors or events;

◦potential adverse reactions or changes to business or employee relationships, including those resulting from the Merger;

◦unanticipated challenges or delays in the integration of Prudential’s business into the Corporation's business and or the conversion of Prudential’s operating systems and customer data onto the Corporation's may significantly increase the expense associated with the Merger; and

◦other factors that may affect future results of the Corporation.

Additional information regarding these as well as other factors that could affect future financial results can be found in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021, Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and elsewhere in this report, including in Note 13 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements.

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OVERVIEW

The Corporation is a financial holding company, which, through its wholly-owned banking subsidiary, provides a full range of retail and commercial financial services primarily in Pennsylvania, Delaware, Maryland, New Jersey and Virginia.

The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is FTE net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.

The following table presents a summary of the Corporation's earnings and selected performance ratios:

	Three months ended June 30						Six months ended June 30
	2022			2021			2022			2021
Net income (in thousands)	$	69,989		$	64,964		$	134,277		$	138,027
Net income available to common shareholders (in thousands)	$	67,427		$	62,402		$	129,153		$	132,874
Diluted net income available to common shareholders per share	$	0.42		$	0.38		$	0.80		$	0.81
Return on average assets, annualized	1.10		%	1.00		%	1.06		%	1.07		%
Return on average assets, annualized, excluding merger-related expenses(1)	1.11		%	1.00		%	1.07		%	1.07		%
Return on average common shareholders' equity, annualized	11.57		%	10.11		%	10.78		%	10.10		%
Return on average common shareholders' equity (tangible), annualized(1)	15.23		%	12.93		%	14.01		%	13.95		%
Net interest margin(2)	3.04		%	2.73		%	2.91		%	2.76		%
Efficiency ratio(1)	61.4		%	63.8		%	63.5		%	63.4		%
Non-performing assets to total assets	0.71		%	0.60		%	0.71		%	0.60		%
Annualized net charge-offs to average loans	(0.08)		%	0.15		%	(0.05)		%	0.14		%

(1)Ratio represents a financial measure derived by methods other than GAAP. See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures "

(2)Presented on a FTE basis, using a 21% federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section of the Management's Discussion.

Federal Funds Rate

The FOMC raised the target range for the Fed Funds Rate by 25 bps to 0.25%-0.50% at its March 2022 meeting, by 50 bps to 0.75%-1.00% at its May 2022 meeting and by 75 bps to 1.50%-1.75% at its June 2022 meeting.

Business Combinations

On July 1, 2022, the Corporation completed the acquisition of Prudential. Prudential was merged with and into the Corporation, and Prudential's wholly owned subsidiary, Prudential Bank, became a wholly owned subsidiary of the Corporation. The Corporation plans to merge Prudential Bank with and into Fulton Bank during the fourth quarter of 2022. The consolidated financial statements contained in this report do not include the results of Prudential for the periods presented.

Prudential merger-related expenses included in non-interest expense for the three months and six months ended June 30, 2022, were $1.0 million and $1.4 million, respectively.

Financial Highlights

Following is a summary of the financial highlights for the three and six months ended June 30, 2022:

•Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $67.4 million for the three months ended June 30, 2022, a $5.0 million increase compared to $62.4 million for the same period in 2021. Net income available to common shareholders was $129.2 million for the six months ended June 30, 2022, a $3.7 million decrease compared to $132.9 million for the same period in 2021. Diluted net income per share was $0.42 for the three months ended June 30, 2022, a $0.04 increase compared to the same

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period in 2021, and $0.80 for the six months ended June 30, 2022, a $0.01 decrease compared to the same period in 2021.

•Net Interest Income - FTE net interest income increased $16.8 million, or 10.2%, for the three months ended June 30, 2022 compared to the same period in 2021. The increase was driven by higher interest rates, which resulted in a $9.2 million increase in interest income on average net loans, as well as the $807.2 million increase in average investment securities, which contributed $4.7 million to the increase in interest income. FTE net interest income increased $14.0 million, or 4.2%, for the six months ended June 30, 2022 compared to the same period in 2021. The increase in net interest income was primarily from an increase in interest income of $8.1 million from investments, a decrease of $6.2 million in interest expense from interest-bearing deposits and a decrease of $5.4 million in interest expense from long-term borrowings, partially offset by a decrease in interest income of $5.2 million on net loans, primarily due to a decline in PPP loans.

•Net Interest Margin - Overall, net interest margin increased 31 bps for the three months ended June 30, 2022 compared to the same period in 2021. Net interest margin increased 15 bps for the six months ended June 30, 2022 compared to the same period in 2021. The increases in net interest margin were driven by higher yields on average interest-earning assets, and funds moving to higher yielding investment securities from lower yielding other interest-earning assets.

•Loan Growth - Average net loans decreased by $269.4 million, or 1.4%, for the three months ended June 30, 2022 compared to the same period in 2021. The decrease was largely driven by a $1.4 billion decline in PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in average residential mortgage loans, average commercial mortgage loans, average real estate construction loans and average commercial and industrial loans of $656.0 million, $162.8 million, $134.5 million and $119.8 million, respectively. Average net loans decreased $432.5 million, or 2.3%, for the six months ended June 30, 2022 compared to the same period in 2021. The decrease was primarily driven by a $1.4 billion decline in PPP loans, partially offset by increases in average residential mortgage loans, average commercial mortgage loans and average real estate construction loans of $680.2 million, $165.0 million and $110.2 million, respectively.

•Deposit Growth - Average deposits decreased $241.9 million, or 1.1%, for the three months ended June 30, 2022 compared to the same period in 2021. The decrease was largely due to decreases in average time deposits and average interest-bearing demand deposits of $395.3 million and $381.9 million, respectively, partially offset by growth in average non-interest bearing demand deposits and average savings and money market deposits of $443.9 million and $145.0 million, respectively. Average deposits increased $59.0 million, or 0.3%, for the six months ended June 30, 2022, compared to the same period in 2021. The increase was primarily due to increases in average noninterest-bearing demand deposits and average savings and money market deposits of $600.2 million and $221.8 million, respectively, partially offset by decreases in average time deposits and average interest-bearing demand deposits of $424.3 million and $275.1 million, respectively.

•Asset Quality - Non-performing assets increased $24.4 million, or 15.8%, as of June 30, 2022 compared to December 31, 2021, and were 0.71% and 0.60% of total assets as of those dates, respectively. For the six months ended June 30, 2022 and 2021, annualized net charge-offs to average loans outstanding were (0.05)% and 0.14%, respectively. The provision for credit losses was a negative $5.5 million for the six months ended June 30, 2022, compared to a negative provision of $9.0 million for the same period of 2021.

•Non-interest Income - For the three months ended June 30, 2022, non-interest income, excluding net investment securities gains, increased $6.5 million, or 12.6%, compared to the same period in 2021. The increase in non-interest income was primarily due to increases of $2.2 million in fee income from commercial customer interest rate swaps, $1.6 million in consumer banking fees, $0.9 million in mortgage banking income, $0.7 million in cash management fees, $0.6 million in wealth management revenues and $0.6 million in commercial banking merchant and card revenues. Non-interest income, excluding net investment securities gains, decreased $0.2 million, or 0.1% for the six months ended June 30, 2022 compared to the same period in 2021.

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•Non-interest Expense - Non-interest expense, excluding merger-related expenses of $1.0 million, increased $7.9 million, or 5.6%, for the three months ended June 30, 2022 compared to the same period in 2021. This increase was primarily due to increases of $7.0 million in salaries and employee benefits, $1.1 million in net occupancy expense and $0.8 million in data processing and software, partially offset by a decrease of $0.8 million in state taxes. Non-interest expense, excluding merger-related expenses of $1.4 million, decreased $24.9 million, or 7.8%, for the six-months ended June 30, 2022, compared to the same period in 2021. The decrease was largely driven by debt extinguishment expenses in 2021 of $32.6 million, partially offset by an increase of $8.9 million in salaries and employee benefits.

•Income Taxes - Income tax expense for the three months ended June 30, 2022 was $16.0 million, a $4.0 million increase from $12.0 million from the same period in 2021. Income tax expense for the six months ended June 30, 2022 was $29.3 million, a $3.4 million increase from the same period in 2021. The Corporation's ETR was 18.6% for the three months ended June 30, 2022 compared to 15.6% for the same period in 2021. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various federal programs.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, which has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations and financial condition. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of the Corporation and companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures at other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety.

45

Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure:

	Three months ended June 30						Six months ended June 30
	2022			2021			2022			2021
	(dollars in thousands)
Return on average assets, excluding merger-related expenses
Net income	$	69,989		$	64,964		$	134,277		$	138,027
Plus: Merger-related expenses, net of tax	811			—			1,128			—
Net income (numerator)	$	70,800		$	64,964		$	135,405		$	138,027
Total average assets (denominator)	$	25,578,432		$	26,017,542		$	25,600,325		$	26,049,999
Return on average assets, excluding merger-related expenses, annualized	1.11		%	1.00		%	1.07		%	1.07		%
Return on average common shareholders' equity (tangible)
Net income available to common shareholders	$	67,427		$	62,402		$	129,153		$	132,874
Plus: Merger-related expenses, net of tax	811			—			1,128			—
Plus: Intangible amortization, net of tax	140			140			279			230
Numerator	$	68,378		$	62,542		$	130,560		$	133,104
Average shareholders' equity	$	2,531,346		$	2,669,413		$	2,609,655		$	2,653,345
Less: Average goodwill and intangible assets	(537,786)			(536,470)			(537,881)			(536,536)
Less: Average preferred stock	(192,878)			(192,878)			(192,878)			(192,878)
Average tangible common shareholders' equity (denominator)	$	1,800,682		$	1,940,065		$	1,878,896		$	1,923,931
Return on average common shareholders' equity (tangible), annualized	15.23		%	12.93		%	14.01		%	13.95		%
Efficiency ratio
Non-interest expense	$	149,730		$	140,831		$	295,708		$	319,215
Less: Amortization of tax credit investments	(696)			(1,563)			(1,391)			(3,094)
Less: Merger-related expenses	(1,027)			—			(1,428)			—
Less: Intangible amortization	(177)			(178)			(353)			(293)
Less: Debt extinguishment cost	—			(412)			—			(32,575)
Numerator	$	147,830		$	138,678		$	292,536		$	283,253
Net interest income	$	178,831		$	162,399		$	340,141		$	326,847
Tax equivalent adjustment	3,427			3,018			6,716			5,998
Plus: Total non-interest income	58,391			51,890			113,647			147,287
Less: Investment securities gains, net	(8)			(36)			(27)			(33,511)
Denominator	$	240,641		$	217,271		$	460,477		$	446,621
Efficiency ratio	61.4		%	63.8		%	63.5		%	63.4		%

Presented on a FTE basis, using a 21% federal tax rate.

46

RESULTS OF OPERATIONS

Three months ended June 30, 2022 compared to the three months ended June 30, 2021

Net Interest Income

FTE net interest income increased $16.8 million to $182.3 million for the three months ended June 30, 2022, from $165.4 million for the same period in 2021. NIM increased 31 bps, to 3.04%, compared to 2.73% for the same period in 2021. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.

	Three months ended June 30
	2022						2021
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net loans (1)	$	18,637,175	$	165,682	3.56	%	$	18,906,556	$	156,525	3.32	%
Investment securities (2)	4,398,424		26,061		2.37		3,591,231		21,392		2.38
Loans held for sale	13,260		260		7.84		31,948		199		2.49
Other interest-earning assets	938,244		1,723		0.74		1,752,549		1,575		0.36
Total interest-earning assets	23,987,103		193,726		3.24		24,282,284		179,691		2.97
Noninterest-earning assets:
Cash and due from banks	160,240						129,927
Premises and equipment	216,798						229,047
Other assets	1,463,332						1,643,410
Less: ACL - loans (3)	(249,041)						(267,126)
Total Assets	$	25,578,432					$	26,017,542
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	5,597,975	$	797	0.06	%	$	5,979,855	$	932	0.06	%
Savings and money market deposits	6,425,634		1,125		0.07		6,280,629		1,363		0.09
Brokered deposits	244,200		619		1.02		297,815		253		0.34
Time deposits	1,608,286		3,255		0.81		2,003,606		5,434		1.09
Total interest-bearing deposits	13,876,095		5,796		0.17		14,561,905		7,982		0.22
Short-term borrowings	446,838		190		0.17		514,025		137		0.11
Long-term borrowings	556,992		5,482		3.94		626,795		6,155		3.93
Total interest-bearing liabilities	14,879,925		11,468		0.31		15,702,725		14,274		0.36
Noninterest-bearing liabilities:
Demand deposits	7,647,618						7,203,696
Other liabilities	519,543						441,708
Total Liabilities	23,047,086						23,348,129
Total Deposits/Cost of deposits	21,523,713				0.11		21,765,601				0.15
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds	22,527,543				0.20		22,906,421				0.25
Shareholders’ equity	2,531,346						2,669,413
Total Liabilities and Shareholders’ Equity	$	25,578,432					$	26,017,542
Net interest income/FTE NIM			182,258		3.04	%			165,417		2.73	%
Tax equivalent adjustment			(3,427)						(3,018)
Net interest income			$	178,831					$	162,399

(1)Average balance includes non-performing loans.

(2)Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.

(3)ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.

47

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the three months ended June 30, 2022 in comparison to the same period in 2021:

	2022 vs. 2021 Increase (Decrease) due to change in
	Volume		Yield/Rate		Net
	(in thousands)
FTE Interest income on:
Net loans (1)	$	(2,218)	$	11,375	$	9,157
Investment securities	4,759		(90)		4,669
Loans held for sale	(169)		230		61
Other interest-earning assets	(970)		1,118		148
Total interest income	$	1,402	$	12,633	$	14,035
Interest expense on:
Demand deposits	$	(135)	$	—	$	(135)
Savings and money market deposits	37		(275)		(238)
Brokered deposits	(53)		419		366
Time deposits	(947)		(1,232)		(2,179)
Short-term borrowings	(19)		72		53
Long-term borrowings	(689)		16		(673)
Total interest expense	$	(1,806)	$	(1,000)	$	(2,806)

(1)Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the second quarter of 2021, FTE total interest income for the second quarter of 2022 increased $14.0 million, or 7.8%, primarily due to an increase of $12.6 million attributable to changes in yield of which $11.4 million related to net loans. The yield on average interest-earning assets increased 27 bps in the second quarter of 2022 compared to the same period in 2021.

In the second quarter of 2022, interest expense decreased $2.8 million compared to the second quarter of 2021, primarily driven by the decrease in average interest-bearing liabilities resulting in a $1.8 million decline in interest expense. The decrease in interest expense attributable to volume was primarily driven by the decreases in average time deposits and average long-term borrowings.

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

	Three months ended June 30								Increase (Decrease)
	2022				2021				in Balance
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,340,417	3.46	%	$	7,177,622	3.16	%	$	162,795	2.3	%
Commercial and industrial (1)	4,155,436		3.57		5,445,160		2.58		(1,289,724)		(23.7)
Real estate – residential mortgage	4,052,666		3.31		3,396,690		3.39		655,976		19.3
Real estate – home equity	1,118,494		4.09		1,139,558		3.71		(21,064)		(1.8)
Real estate – construction	1,188,932		3.44		1,054,469		3.05		134,463		12.8
Consumer	485,095		5.30		451,486		3.89		33,609		7.4
Equipment lease financing	253,659		3.89		256,248		3.74		(2,589)		(1.0)
Other (2)	42,476		—		(14,677)		—		57,153		N/M
Total loans	$	18,637,175	3.56	%	$	18,906,556	3.32	%	$	(269,381)	(1.4)	%

(1) Includes average PPP loans of $0.1 billion and $1.5 billion for the three months ended June 30, 2022 and 2021, respectively.

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

48

During the second quarter of 2022, average loans decreased $269.4 million, or 1.4%, compared to the same period in 2021. The decrease was largely driven by a $1.4 billion decline in average PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in average residential mortgage loans, average commercial mortgage loans and average construction loans of $656.0 million, $162.8 million and $134.5 million, respectively. The increases in yields on commercial mortgage loans, commercial and industrial loans, home equity loans and construction loans were primarily due to rising interest rates.

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

	Three months ended June 30								Increase (Decrease)  in Balance
	2022				2021
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,647,618	—	%	$	7,203,696	—	%	$	443,922	6.2	%
Interest-bearing demand	5,597,975		0.06		5,979,855		0.06		(381,880)		(6.4)
Savings and money market deposits	6,425,634		0.07		6,280,629		0.09		145,005		2.3
Total demand and savings	19,671,227		0.04		19,464,180		0.05		207,047		1.1
Brokered deposits	244,200		1.02		297,815		0.34		(53,615)		(18.0)
Time deposits	1,608,286		0.81		2,003,606		1.09		(395,320)		(19.7)
Total deposits	$	21,523,713	0.11	%	$	21,765,601	0.15	%	$	(241,888)	(1.1)	%

The cost of total deposits decreased 4 bps, to 0.11%, for the second quarter of 2022, compared to 0.15% for the same period in 2021, due to the change in mix of deposits and a decline in rates on time deposits of 28 bps and savings and money market deposits of 2 bps. Average noninterest-bearing demand deposits and average savings and money market deposits increased $443.9 million and $145.0 million, respectively, and time deposits and interest-bearing demand deposits decreased $395.3 million and $381.9 million, respectively, during the second quarter of 2022 compared to the same period in 2021.

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

	Three months ended June 30								Increase (Decrease)
	2022				2021				in Balance
	Balance		Rate		Balance		Rate		$		%
Short-term borrowings:	(dollars in thousands)
Customer funding(1)	$	443,970	0.18	%	$	514,025	0.11	%	$	(70,055)	(13.6)	%
Federal funds purchased	2,857		1.48		—		—		2,857		N/M
FHLB advances and other borrowings (2)	11		—		—		—		11		N/M
Total short-term borrowings	446,838		0.17		514,025		0.11		(67,187)		(13.1)
Long-term borrowings:
Other long-term debt	556,992		3.94		626,795		3.93		(69,803)		(11.1)
Total borrowings	$	1,003,830	2.26	%	$	1,140,820	2.21	%	$	(136,990)	(12.0)	%

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

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

Average total short-term borrowings decreased $67.2 million, or 13.1%, in the second quarter of 2022, compared to the same period in 2021.

Average total long-term borrowings decreased $69.8 million, or 11.1%, in the second quarter of 2022, compared to the same period in 2021, primarily as a result of the $65 million repayment of senior notes on March 16, 2022. See Note 14 "Long-Term Borrowings" of the Notes to Consolidated Financial Statements for additional details.

49

Provision for Credit Losses

The provision for credit losses was $1.5 million for the second quarter of 2022, an increase of $5.0 million from the same period in 2021. The provision for credit losses for the second quarter of 2022 was recorded to adjust the allowance for credit losses as a result of loan growth during the quarter as well as the economic outlook.

Non-Interest Income

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

	Three months ended June 30				Increase (Decrease)
	2022		2021		$		%
	(dollars in thousands)
Commercial banking:
Merchant and card	$	7,355	$	6,786	$	569	8.4	%
Cash management	6,062		5,341		721		13.5
Capital markets	3,893		1,536		2,357		N/M
Other commercial banking	3,049		3,466		(417)		(12.0)
Total commercial banking	20,359		17,129		3,230		18.9
Consumer banking:
Card	6,067		5,733		334		5.8
Overdraft	3,881		2,750		1,131		41.1
Other consumer banking	2,524		2,377		147		6.2
Total consumer banking	12,472		10,860		1,612		14.8
Wealth management revenues	18,274		17,634		640		3.6
Mortgage banking:
Gains on sales of mortgage loans	2,542		5,438		(2,896)		(53.3)
Mortgage servicing income	1,226		(2,600)		3,826		(147.2)
Total mortgage banking	3,768		2,838		930		32.8
Other	3,510		3,393		117		3.4
Non-interest income before investment securities gains	58,383		51,854		6,529		12.6
Investment securities gains, net	8		36		(28)		(77.8)
Total Non-Interest Income	$	58,391	$	51,890	$	6,501	12.5	%

Excluding net investment securities gains, non-interest income increased $6.5 million, or 12.6%, in the second quarter of 2022 compared to the same period in 2021.

Compared to the second quarter of 2021, commercial banking income in the second quarter of 2022 increased $3.2 million, or 18.9%, driven by a $2.2 million increase in fee income from commercial customer interest rate swaps reflected in capital markets income. Mortgage servicing income in the second quarter of 2022 compared to the same period in 2021 increased $3.8 million, partially offset by a decrease of $2.9 million in gains of sales of mortgage loans.

50

Non-Interest Expense

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

	Three months ended June 30				Increase (Decrease)
	2022		2021		$		%
	(dollars in thousands)
Salaries and employee benefits	$	85,404	$	78,367	$	7,037	9.0	%
Data processing and software	14,685		13,932		753		5.4
Net occupancy	13,587		12,494		1,093		8.7
Other outside services	8,764		8,178		586		7.2
State taxes	3,568		4,384		(816)		(18.6)
Equipment	3,422		3,424		(2)		(0.1)
FDIC insurance	2,961		2,282		679		29.8
Professional fees	2,013		2,651		(638)		(24.1)
Marketing	1,326		1,348		(22)		(1.6)
Intangible amortization	177		178		(1)		(0.6)
Debt extinguishment	—		412		(412)		(100.0)
Merger-related expenses	1,027		—		1,027		N/M
Other	12,796		13,181		(385)		(2.9)
Total non-interest expense	$	149,730	$	140,831	$	8,899	6.3	%

Compared to the second quarter of 2021, non-interest expense, excluding merger-related expenses of $1.0 million, in the second quarter of 2022 increased $7.9 million, or 5.6%, primarily due to increases of $7.0 million in salaries and employee benefits and $1.1 million in net occupancy expense, partially offset by a decrease in state taxes of $0.8 million.

Income Taxes

Income tax expense for the three months ended June 30, 2022 was $16.0 million, a $4.0 million increase from $12.0 million for the same period in 2021. The Corporation's ETR was 18.6% for the three months ended June 30, 2022, compared to 15.6% for the same period in 2021.

51

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Net Interest Income

FTE net interest income increased $14.0 million to $346.9 million for the six months ended June 30, 2022, from $332.8 million for the same period in 2021. NIM increased 15 bps, to 2.91%, compared to 2.76% for the same period in 2021. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.

	Six months ended June 30
	2022						2021
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net loans(1)	$	18,510,845	$	316,809	3.44	%	$	18,943,367	$	321,987	3.42	%
Investment securities (2)	4,312,867		50,312		2.33		3,471,352		42,239		2.43
Loans held for sale	20,862		501		4.80		42,647		671		3.14
Other interest-earning assets	1,097,326		2,394		0.44		1,825,966		2,711		0.30
Total interest-earning assets	23,941,900		370,016		3.11		24,283,332		367,607		3.05
Noninterest-earning assets:
Cash and due from banks	161,274						125,081
Premises and equipment	218,357						229,843
Other assets	1,528,820						1,685,708
Less: ACL - loans(3)	(250,026)						(273,965)
Total Assets	$	25,600,325					$	26,049,999
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	5,631,296	$	1,525	0.06	%	$	5,906,423	$	2,092	0.07	%
Savings and money market deposits	6,431,060		2,146		0.07		6,209,253		2,890		0.09
Brokered deposits	247,258		835		0.68		311,016		647		0.42
Time deposits	1,652,430		6,895		0.84		2,076,681		11,955		1.16
Total interest-bearing deposits	13,962,044		11,401		0.16		14,503,373		17,584		0.24
Short-term borrowings	435,457		311		0.14		542,243		325		0.12
Long-term borrowings	583,283		11,447		3.92		947,203		16,853		3.56
Total interest-bearing liabilities	14,980,784		23,159		0.31		15,992,819		34,762		0.44
Noninterest-bearing liabilities:
Demand deposits	7,540,025						6,939,731
Other liabilities	469,861						464,104
Total Liabilities	22,990,670						23,396,654
Total Deposits/Cost of deposits	21,502,069				0.11		21,443,104				0.17
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds	22,520,809				0.21		22,932,550				0.30
Shareholders’ equity	2,609,655						2,653,345
Total Liabilities and Shareholders’ Equity	$	25,600,325					$	26,049,999
Net interest income/FTE NIM			346,857		2.91	%			332,845		2.76	%
Tax equivalent adjustment			(6,716)						(5,998)
Net interest income			$	340,141					$	326,847

(1) Average balance includes non-performing loans.

(2) Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.

(3) ACL - loans relates to the ACL specifically for "Net loans" and does not include the ACL for OBS credit exposures, which is included in other liabilities.

52

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

balances (volume) and changes in rates for the six months ended June 30, 2022 in comparison to the same period in 2021:

	2022 vs. 2021 Increase (Decrease) due to change in
	Volume		Yield/Rate		Net
	(in thousands)
FTE interest income on:
Net loans (1)	$	(7,114)	$	1,936	$	(5,178)
Investment securities	9,845		(1,772)		8,073
Loans held for sale	(428)		259		(169)
Other interest-earning assets	(1,315)		998		(317)
Total interest income	$	988	$	1,421	$	2,409
Interest expense on:
Demand deposits	$	(139)	$	(428)	$	(567)
Savings and money market deposits	68		(812)		(744)
Brokered deposits	(153)		341		188
Time deposits	(2,153)		(2,907)		(5,060)
Short-term borrowings	(66)		52		(14)
Long-term borrowings	(6,957)		1,551		(5,406)
Total interest expense	$	(9,400)	$	(2,203)	$	(11,603)

(1)Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the same period in 2021, FTE total interest income for the six months ended June 30, 2022 increased $2.4 million, due to increases of $1.4 million attributable to changes in yield and $1.0 million attributable to changes in volume. The increase due to changes in rate was primarily driven by net loans and other interest-earning assets, partially offset by a decrease in yield on investment securities. The increase due to changes in volume was primarily due to an increase in average investment securities, partially offset by decreases in average net loans and average other interest-earning assets.

The yield on average interest-earning assets increased 6 bps in the six months ended June 30, 2022 compared to the same period in 2021.

For the six months ended June 30, 2022, interest expense decreased $11.6 million compared to the same period in 2021, primarily due to the decrease in average interest-bearing liabilities resulting in a $9.4 million decline in interest expense. The decrease in interest expense attributable to volume was primarily driven by the $7.0 million impact from the decrease in average long-term borrowings. In addition, interest expense on average time deposits decreased $5.1 million, of which $2.2 million was attributable to volume and $2.9 million was attributable to rate.

53

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

	Six months ended June 30								Increase (Decrease) in Balance
	2022				2021
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,318,422	3.30	%	$	7,153,444	3.16	%	$	164,978	2.3	%
Commercial and industrial (1)	4,185,883		3.31		5,582,855		3.73		(1,396,972)		(25.0)
Real estate – residential mortgage	3,970,877		3.30		3,290,726		3.46		680,151		20.7
Real estate – home equity	1,125,257		3.85		1,157,289		3.73		(32,032)		(2.8)
Real estate – construction	1,164,785		3.23		1,054,593		3.07		110,192		10.4
Consumer	461,159		5.38		455,241		4.01		5,918		1.3
Equipment lease financing	245,071		3.84		261,300		3.93		(16,229)		(6.2)
Other (2)	39,391		—		(12,081)		—		51,472		N/M
Total loans	$	18,510,845	3.44	%	$	18,943,367	3.42	%	$	(432,522)	(2.3)	%

(1) Includes average PPP loans of $0.2 billion and $1.6 billion for the six months ended June 30, 2022 and 2021, respectively.

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

During the six months ended June 30, 2022, average loans decreased $432.5 million, or 2.3%, compared to the same period in 2021. The decrease was largely driven by a decline in PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in residential mortgage loans, commercial mortgage loans and construction loans of $680.2 million, $165.0 million and $110.2 million, respectively.

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

	Six months ended June 30								Increase (Decrease) in  Balance
	2022				2021
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,540,025	—	%	$	6,939,731	—	%	$	600,294	8.7	%
Interest-bearing demand	5,631,296		0.06		5,906,423		0.07		(275,127)		(4.7)
Savings and money market deposits	6,431,060		0.07		6,209,253		0.09		221,807		3.6
Total demand and savings	19,602,381		0.04		19,055,407		0.05		546,974		2.9
Brokered deposits	247,258		0.68		311,016		0.42		(63,758)		(20.5)
Time deposits	1,652,430		0.84		2,076,681		1.16		(424,251)		(20.4)
Total deposits	$	21,502,069	0.11	%	$	21,443,104	0.17	%	$	58,965	0.3	%

The cost of total deposits decreased 6 bps to 0.11% for the first six months of 2022 compared to 0.17% for the same period of 2021, primarily due to the change in mix of deposits with increases in average noninterest-bearing demand deposits and average savings and money market deposits of $600.3 million and $221.8 million, respectively, and decreases of $424.3 million in average time deposits and $275.1 million in average interest-bearing demand deposits. Additionally, the decline in the rate on average time deposits resulted in a $2.9 million decrease in interest expense during the first six months of 2022 compared to the same period in 2021.

54

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

	Six months ended June 30								Increase (Decrease) in Balance
	2022				2021
	Balance		Rate		Balance		Rate		$		%
Short-term borrowings:	(dollars in thousands)
Customer funding(1)	$	434,015	0.15	%	$	542,243	0.12	%	$	(108,228)	(20.0)	%
Federal funds purchased	1,436		1.48		—		—		1,436		N/M
FHLB advances and other borrowings(2)	6		—		—		—		6		N/M
Total short-term borrowings	435,457		0.14		542,243		0.12		(106,786)		(19.7)
Long-term borrowings:
FHLB advances	—		—		255,453		1.80		(255,453)		(100.0)
Other long-term debt	583,283		3.92		691,750		4.21		(108,467)		(15.7)
Total long-term borrowings	583,283		3.92		947,203		3.56		(363,920)		(38.4)
Total borrowings	$	1,018,740	2.31	%	$	1,489,446	2.31	%	$	(470,706)	(31.6)	%

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

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

Average total short-term borrowings decreased $106.8 million, or 19.7%, during the first six months of 2022, compared to the same period in 2021.

Average total long-term borrowings decreased $363.9 million, or 38.4%, in the first six months of 2022, compared to the same period of 2021 primarily as a result of the reduction of FHLB advances during 2021 and the $65 million repayment of senior notes on March 16, 2022. See Note 14 "Long-Term Borrowings" of the Notes to Consolidated Financial Statements for additional details.

Provision for Credit Losses

The provision for credit losses was a negative $5.5 million for the first six months of 2022, compared to a negative provision of $9.0 million for the same period of 2021.

55

Non-Interest Income

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

	Six months ended June 30				Increase (Decrease)
	2022		2021		$		%
	(dollars in thousands)
Commercial banking:
Merchant and card	$	13,452	$	12,554	$	898	7.2	%
Cash management	11,490		10,262		1,228		12.0
Capital markets	5,569		4,336		1,233		28.4
Other commercial banking	5,856		6,319		(463)		(7.3)
Total commercial banking	36,367		33,471		2,896		8.7
Consumer banking:
Card	11,863		11,611		252		2.2
Overdraft	7,653		5,474		2,179		39.8
Other consumer banking	4,630		4,529		101		2.2
Total consumer banking	24,146		21,614		2,532		11.7
Wealth management revenues	37,702		34,981		2,721		7.8
Mortgage banking:
Gains on sales of mortgage loans	5,568		14,094		(8,526)		(60.5)
Mortgage servicing income	2,776		2,704		72		2.7
Total mortgage banking	8,344		16,798		(8,454)		(50.3)
Other	7,061		6,912		149		2.2
Non-interest income before investment securities gains	113,620		113,776		(156)		(0.1)
Investment securities gains, net	27		33,511		(33,484)		N/M
Total Non-Interest Income	$	113,647	$	147,287	$	(33,640)	(22.8)	%

Excluding net investment securities gains, non-interest income decreased $0.2 million, or 0.1%, during the six months ended June 30, 2022 as compared to the same period in 2021.

Investment securities gains recognized in the first six months of 2021 were the result of the sale of Visa Shares as part of the balance sheet restructuring completed during the first six months of 2021.

56

Non-Interest Expense

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

	Six months ended June 30				Increase (Decrease)
	2022		2021		$		%
	(dollars in thousands)
Salaries and employee benefits	$	169,868	$	160,953	$	8,915	5.5	%
Data processing and software	29,000		27,493		1,507		5.5
Net occupancy	28,109		26,476		1,633		6.2
Other outside services	16,931		16,668		263		1.6
Equipment	6,845		6,852		(7)		(0.1)
State taxes	6,605		8,889		(2,284)		(25.7)
FDIC insurance	6,170		4,906		1,264		25.8
Professional fees	3,805		5,430		(1,625)		(29.9)
Marketing	2,646		2,350		296		12.6
Intangible amortization	353		293		60		20.5
Debt extinguishment	—		32,575		(32,575)		(100.0)
Merger-related expenses	1,428		—		1,428		N/M
Other	23,948		26,330		(2,382)		(9.0)
Total non-interest expense	$	295,708	$	319,215	$	(23,507)	(7.4)	%

Compared to the first six months of 2021, non-interest expense in the first six months of 2022, excluding $1.4 million of merger-related expenses, decreased $24.9 million, or 7.8%, primarily as a result of debt extinguishment expenses related to the prepayment of FHLB advances, subordinated debt and senior notes in 2021, partially offset by an $8.9 million increase and salaries and employee benefits expenses.

Income Taxes

Income tax expense for the six months ended June 30, 2022 was $29.3 million, a $3.4 million increase from $25.9 million for the same period in 2021. The Corporation's ETR was 17.9% for the six months ended June 30, 2022, as compared to 15.8% in the same period of 2021.

57

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.

	June 30, 2022		December 31, 2021		Increase (Decrease)
					$		%
Assets	(dollars in thousands)
Cash and cash equivalents	$	449,674	$	1,638,614	$	(1,188,940)	(72.6)	%
FRB and FHLB Stock	62,146		57,635		4,511		7.8
Federal funds sold	30,500		—		30,500		N/M
Loans held for sale	17,528		35,768		(18,240)		(51.0)
Investment securities	4,117,801		4,167,774		(49,973)		(1.2)
Net loans, less ACL - loans	18,672,386		18,076,349		596,037		3.3
Net premises and equipment	211,639		220,357		(8,718)		(4.0)
Goodwill and intangibles	537,700		538,053		(353)		(0.1)
Other assets	1,153,312		1,061,848		91,464		8.6
Total Assets	$	25,252,686	$	25,796,398	$	(543,712)	(2.1)	%
Liabilities and Shareholders' Equity
Deposits	$	21,143,866	$	21,573,499	$	(429,633)	(2.0)	%
Short-term borrowings	456,185		416,764		39,421		9.5
Long-term borrowings	557,130		621,345		(64,215)		(10.3)
Other liabilities	624,412		472,110		152,302		32.3
Total Liabilities	22,781,593		23,083,718		(302,125)		(1.3)
Total Shareholders' Equity	2,471,093		2,712,680		(241,587)		(8.9)
Total Liabilities and Shareholders' Equity	$	25,252,686	$	25,796,398	$	(543,712)	(2.1)	%

Cash and Cash Equivalents

Compared to December 31, 2021, cash and cash equivalents at June 30, 2022 decreased $1.2 billion, or 72.6%, primarily due to a $596.0 million increase in net loans, and a $429.6 million decrease in deposits.

Other Assets

Compared to December 31, 2021, other assets increased $91.5 million in the second quarter of 2022, primarily due to the increase in deferred federal income tax of $92.6 million.

Shareholders' Equity

Compared to December 31, 2021, shareholders' equity at June 30, 2022 decreased $241.6 million, primarily due to a $331.6 million loss in OCI primarily attributable to unrealized losses on investment securities and derivative instruments. See Note 8 "Accumulated Other Comprehensive (Loss) Income" of the Notes to Consolidated Financial Statements for additional details.

58

Investment Securities

The following table presents the carrying amount of investment securities:

	June 30, 2022		December 31, 2021		Increase (Decrease)
					$		%
Available for Sale	(dollars in thousands)
U.S. Government securities	$	371,266	$	127,618	$	243,648	N/M
State and municipal securities	1,083,477		1,188,670		(105,193)		(8.8)	%
Corporate debt securities	393,561		386,133		7,428		1.9
Collateralized mortgage obligations	148,103		209,359		(61,256)		(29.3)
Residential mortgage-backed securities	195,359		229,795		(34,436)		(15.0)
Commercial mortgage-backed securities	587,072		971,148		(384,076)		(39.5)
Auction rate securities	—		74,667		(74,667)		(100.0)
Total available for sale securities	$	2,778,838	$	3,187,390	$	(408,552)	(12.8)	%
Held to Maturity
Residential mortgage-backed securities	$	466,076	$	404,958	$	61,118	15.1	%
Commercial mortgage-backed securities	872,887		575,426		297,461		51.7
Total held to maturity securities	$	1,338,963	$	980,384	$	358,579	36.6	%
Total Investment Securities	$	4,117,801	$	4,167,774	$	(49,973)	(1.2)	%

Compared to December 31, 2021, total AFS securities at June 30, 2022 decreased $408.6 million, or 12.8%, primarily due to decreases of $384.1 million in commercial mortgage-backed securities and $105.2 million in state and municipal securities, partially offset by an increase of $243.6 million in U.S government securities.

At June 30, 2022, total HTM securities increased $358.6 million compared to December 31, 2021, primarily driven by an increase of $297.5 million in commercial mortgage-backed securities.

Loans

The following table presents ending loans outstanding by type:

	June 30, 2022		December 31, 2021		2022 vs. 2021 Increase (Decrease)
					$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	7,417,036	$	7,279,080	$	137,956	1.9	%
Commercial and industrial (1)	4,173,114		4,208,327		(35,213)		(0.8)
Real estate – residential mortgage	4,203,827		3,846,750		357,077		9.3
Real estate – home equity	1,108,808		1,118,248		(9,440)		(0.8)
Real estate – construction	1,177,446		1,139,779		37,667		3.3
Consumer	538,747		464,657		74,090		15.9
Equipment lease financing and other	321,855		283,557		38,298		13.5
Overdrafts	2,346		1,988		358		18.0
Gross loans	18,943,179		18,342,386		600,793		3.3
Unearned income	(22,229)		(17,036)		(5,193)		(30.5)	%
Net loans	$	18,920,950	$	18,325,350	$	595,600	3.3	%

(1) Includes PPP loans totaling $0.1 billion and $0.3 billion as of June 30, 2022 and December 31, 2021, respectively.

During the six months ended June 30, 2022, net loans increased $595.6 million, or 3.3%, compared to the level at December 31, 2021, primarily due to increases in residential mortgage loans, commercial mortgages and consumer loans of $357.1 million, $138.0 million and $74.1 million, respectively.

59

The increase in residential mortgage loans was the result of continued growth in loan originations and the strategic decision by the Corporation to hold a greater proportion of the loan originations from adjustable rate mortgage products on its balance sheet.

The increase in commercial mortgages was due to increased loan origination volumes and the increase in consumer loans was primarily driven by growth in student loans and indirect auto loans.

The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographic location within its footprint. The Corporation's policies limit the maximum total lending commitment to an individual borrower to $70.0 million as of June 30, 2022. In addition, the Corporation has established lower total lending limits for certain types of lending commitments and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved, geographic location of customer or collateral and asset class.

The following table summarized the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios (excluding PPP loans):

	June 30, 2022		December 31, 2021
Real estate (1)	44.9	%	44.3	%
Health care	6.5		6.7
Agriculture	5.8		6.1
Manufacturing	5.6		5.1
Other services (2)	4.8		5.0
Construction (3)	4.5		3.9
Hospitality and food services	3.5		3.7
Wholesale trade	3.2		2.8
Retail	2.9		3.0
Educational services	2.4		2.7
Arts, entertainment and recreation	2.2		2.3
Professional, scientific and technical services	1.8		1.8
Public administration	1.3		1.5
Transportation and warehousing	1.2		1.3
Finance and Insurance	1.1		1.4
Other (4)	8.3		8.4
Total	100.0	%	100.0	%

(1)     Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for others; and appraising real estate.

(2)     Excludes public administration.

(3)    Includes commercial loans to borrowers engaged in the construction industry.

(4)    Includes the energy sector.

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The following table presents the changes in non-accrual loans for the three and six months ended June 30, 2022:

	Commercial  and Industrial		Real Estate - Commercial Mortgage		Real Estate - Construction		Real Estate - Residential Mortgage		Consumer and Real Estate - Home Equity		Equipment Lease Financing		Total
	(in thousands)
Three months ended June 30, 2022
Balance at March 31, 2022	$	28,490	$	50,400	$	672	$	33,920	$	8,320	$	14,997	$	136,799
Additions	21,845		18,349		739		2,397		1,719		—		45,049
Payments	(6,443)		(6,353)		(54)		(666)		(413)		(461)		(14,390)
Charge-offs	(201)		—		—		(66)		(877)		(474)		(1,618)
Transfers to accrual status	—		—		—		—		(429)		—		(429)
Transfers to OREO	—		(2,831)		—		—		(50)		—		(2,881)
Balance at June 30, 2022	$	43,691	$	59,565	$	1,357	$	35,585	$	8,270	$	14,062	$	162,530
Six months ended June 30, 2022
Balance at December 31, 2021	$	30,141	$	52,815	$	901	$	35,269	$	8,900	$	15,640	$	143,666
Additions	23,242		20,747		739		2,716		3,377		—		50,821
Payments	(8,893)		(8,146)		(283)		(2,334)		(1,441)		(635)		(21,732)
Charge-offs	(428)		(152)		—		(66)		(1,929)		(943)		(3,518)
Transfers to accrual status	(349)		(2,238)		—		—		(429)		—		(3,016)
Transfers to OREO	(22)		(3,461)		—		—		(208)		—		(3,691)
Balance at June 30, 2022	$	43,691	$	59,565	$	1,357	$	35,585	$	8,270	$	14,062	$	162,530

During the second quarter of 2022, non-accrual loans increased approximately $25.7 million, or 18.8%, as a result of additions to non-accrual loans, partially offset by payments, and to a lesser extent, transfers to OREO and to accrual status, during the period.

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

	June 30, 2022			December 31, 2021
	(dollars in thousands)
Non-accrual loans	$	162,530		$	143,666
Loans 90 days or more past due and still accruing	11,016			8,453
Total non-performing loans(1)	173,546			152,119
OREO (2)	4,786			1,817
Total non-performing assets	$	178,332		$	153,936
Non-accrual loans to total loans	0.86		%	0.78		%
Non-performing loans to total loans	0.92		%	0.83		%
Non-performing assets to total assets	0.71		%	0.60		%
ACL - loans to non-performing loans	143		%	164		%

(1) Excludes PPP loans which are fully guaranteed by the federal government of $0.7 million as of June 30, 2022.

(2) Excludes $3.8 million and $6.4 million of residential mortgage properties for which formal foreclosure proceedings were in process as of June 30, 2022 and December 31, 2021, respectively.

Non-performing loans at June 30, 2022 increased $21.4 million, or 14.1%, compared to the level at December 31, 2021. Non-performing loans as a percentage of total loans were 0.92% at June 30, 2022 and 0.83% at December 31, 2021. See Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on non-performing loans.

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The following table presents TDRs as of the dates shown:

	June 30, 2022		December 31, 2021
	(in thousands)
Real estate - commercial mortgage	$	3,489	$	3,464
Commercial and industrial	1,871		1,857
Real estate - residential mortgage	10,279		11,948
Real estate - home equity	11,764		12,218
Consumer	2		5
Total accruing TDRs	27,405		29,492
Non-accrual TDRs(1)	45,439		55,945
Total TDRs	$	72,844	$	85,437

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

The ability to identify potential problem loans in a timely manner is important to maintaining an adequate ACL. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and equipment lease financing is based on payment history, through the monitoring of delinquency levels and trends.

Total internally risk-rated loans were $12.5 billion, of which $1.0 billion were criticized and classified, as of June 30, 2022, and $12.4 billion, of which $1.1 billion were criticized and classified, as of December 31, 2021. The following table presents criticized and classified loans, or those with internal risk ratings of special mention or substandard or lower for commercial mortgages, commercial and industrial loans and construction loans to commercial borrowers, by class segment:

	Special Mention (1)						Increase (Decrease)			Substandard or Lower (2)						Increase (Decrease)				Total Criticized and Classified Loans
	June 30, 2022			December 31, 2021			$		%	June 30, 2022			December 31, 2021			$		%		June 30, 2022			December 31, 2021
	(dollars in thousands)
Real estate - commercial mortgage	$	374,483		$	387,279		$	(12,796)	(3.3)%	$	328,308		$	331,096		$	(2,788)	(0.8)	%	$	702,791		$	718,375
Commercial and industrial	132,860			142,369			(9,509)		(6.7)	158,742			152,219			6,523		4.3		291,602			294,588
Real estate - construction (3)	32,674			58,841			(26,167)		(44.5)	4,665			6,324			(1,659)		(26.2)		37,339			65,165
Total	$	540,017		$	588,489		$	(48,472)	(8.2)%	$	491,715		$	489,639		$	2,076	0.4%		$	1,031,732		$	1,078,128
% of total risk rated loans	4.3		%	4.7		%				3.9		%	3.9		%					8.2		%	8.6		%

(1) Considered "criticized" loans by banking regulators

(2) Considered "classified" loans by banking regulators

(3) Excludes construction - other

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Provision and Allowance for Credit Losses

The following table presents the components of the ACL:

	June 30, 2022		December 31, 2021
	(dollars in thousands)
ACL - loans	$	248,564	$	249,001
ACL - OBS credit exposure (1)	14,323		14,533
Total ACL	$	262,887	$	263,534

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

The following table presents the activity in the ACL:

	Three months ended June 30						Six months ended June 30
	2022			2021			2022			2021
	(dollars in thousands)
Average balance of Net loans	$	18,637,175		$	18,906,556		$	18,510,845		$	18,943,367
Balance of ACL at beginning of period	$	243,705		$	265,986		$	249,001		$	277,567
Loans charged off:
Commercial and industrial	(201)			(954)			(428)			(5,273)
Real estate – commercial mortgage	—			(6,506)			(152)			(8,343)
Consumer and real estate – home equity	(877)			(1,130)			(1,929)			(1,977)
Equipment lease financing and other	(474)			(436)			(943)			(1,404)
Real estate – residential mortgage	(66)			(496)			(66)			(688)
Real estate – construction	—			—			—			(39)
Total loans charged off	(1,618)			(9,522)			(3,518)			(17,724)
Recoveries of loans previously charged off:
Commercial and industrial	739			693			2,719			1,462
Real estate – commercial mortgage	3,536			729			3,648			903
Consumer and real estate – home equity	762			634			1,216			1,074
Equipment lease financing and other	226			153			380			312
Real estate – residential mortgage	92			105			314			200
Real estate – construction	12			254			44			638
Total recoveries	5,367			2,568			8,321			4,589
Net loans charged off/(recoveries)	3,749			(6,954)			4,803			(13,135)
Provision for credit losses (1)	1,110			(4,000)			(5,240)			(9,400)
Balance of ACL at end of period	$	248,564		$	255,032		$	248,564		$	255,032
Net charge-offs to average loans (annualized)	(0.08)		%	0.15		%	(0.05)		%	0.14		%

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

The provision for credit losses, specific to loans, for the three months ended June 30, 2022 was $1.1 million, compared to a negative provision of $4.0 million recorded for the same period in 2021. The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. See Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on the provision for credit losses.

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

	June 30, 2022				December 31, 2021
	ACL - loans		% In Each Loan Category (1)		ACL - loans		% In Each Loan Category (1)
	(dollars in thousands)
Real estate - commercial mortgage	$	72,605	39.2	%	$	87,970	39.7	%
Commercial and industrial	72,119		22.0		67,056		22.9
Real estate - residential mortgage	61,635		22.2		54,236		21.0
Consumer, home equity, equipment lease financing	31,577		10.4		26,798		10.2
Real estate - construction	10,628		6.2		12,941		6.2
Total ACL - loans	$	248,564	100.0	%	$	249,001	100.0	%

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

Deposits and Borrowings

The following table presents ending deposits by type:

	June 30, 2022		December 31, 2021		Increase (Decrease)
					$		%
	(dollars in thousands)
Noninterest-bearing demand	$	7,530,777	$	7,370,963	$	159,814	2.2	%
Interest-bearing demand	5,403,805		5,819,539		(415,734)		(7.1)
Savings and money market deposits	6,406,051		6,403,995		2,056		—
Total demand and savings	19,340,633		19,594,497		(253,864)		(1.3)
Brokered deposits	243,172		251,526		(8,354)		(3.3)
Time deposits	1,560,061		1,727,476		(167,415)		(9.7)
Total deposits	$	21,143,866	$	21,573,499	$	(429,633)	(2.0)	%

During the six months ended June 30, 2022, total deposits decreased by $429.6 million, or 2.0%, primarily due to a $415.7 million decrease in interest-bearing demand deposits.

The following table presents ending borrowings by type:

	June 30, 2022		December 31, 2021		Increase (Decrease)
					$		%
	(dollars in thousands)
Short-term borrowings:
Customer funding (1)	$	436,185	$	416,764	$	19,421	4.7	%
Federal funds purchased	20,000		—		20,000		N/M
Total short-term borrowings	456,185		416,764		39,421		9.5
Long-term borrowings:
Other long-term borrowings	557,130		621,345		(64,215)		(10.3)
Total borrowings	$	1,013,315	$	1,038,109	$	(24,794)	(2.4)	%

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

During the six months ended June 30, 2022, short-term borrowings increased $39.4 million, or 9.5%. In addition, as compared to December 31, 2021, total long-term borrowings decreased $64.2 million due to the maturity of $65.0 million of senior notes with a fixed rate of 3.60%.

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Shareholders' Equity

Total shareholders’ equity decreased $241.6 million during the six months ended June 30, 2022. The decrease was due primarily to a $331.6 million decrease in AOCI, mainly due to unrealized losses in investment securities and derivatives. The decrease in AOCI was partially offset by net income of $134.3 million reflected in retained earnings.

On March 21, 2022, the Corporation announced that its board of directors approved the repurchase of up to $75 million of shares of the Corporation's common stock, or approximately 2.7% of the Corporation's outstanding shares, based on the closing price of the Corporation's common stock and the number of shares outstanding on March 17, 2022. Under the repurchase program, repurchased shares are added to treasury stock at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. The repurchase program may be discontinued at any time and will expire on December 31, 2022. No shares of the Corporation's common stock were repurchased under this program during the three and six months ended June 30, 2022.

Regulatory Capital

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

The Capital Rules require the Corporation and Fulton Bank to:

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

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

•Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;

•Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and

•Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.

The Capital Rules use a standardized approach for risk weightings that expands the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures and resulting in higher risk weightings for a variety of asset categories.

As of June 30, 2022, the Corporation's capital levels met the fully phased-in minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

As of June 30, 2022, Fulton Bank met the well capitalized requirements under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the regulation. There were no other conditions or events since June 30, 2022 that management believes have changed the Corporation's capital categories.

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

	June 30, 2022		December 31, 2021		Regulatory Minimum for Capital Adequacy		Fully Phased-in, with Capital Conservation Buffers
Total Risk-Based Capital (to Risk-Weighted Assets)	13.7	%	14.1	%	8.0	%	10.5	%
Tier I Risk-Based Capital (to Risk-Weighted Assets)	10.8	%	10.9	%	6.0	%	8.5	%
Common Equity Tier I (to Risk-Weighted Assets)	9.9	%	9.9	%	4.5	%	7.0	%
Tier I Leverage Capital (to Average Assets)	9.1	%	8.6	%	4.0	%	4.0	%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk, Asset/Liability Management and Liquidity

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

The Corporation employs various management techniques to minimize its exposure to interest rate risk. The Corporation's ALCO is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation's short-term earnings exposure to rate movements. The Corporation's policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 bps shock in interest rates, 15% for a 200 bps shock, 20% for a 300 bps shock and 25% for a 400 bps shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

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The following table summarizes the expected impact of abrupt interest rate changes, that is, a non-parallel instantaneous shock, on net interest income as of June 30, 2022 (due to the current level of interest rates, the downward shock scenarios are not shown):

Rate Shock(1)	Annual change in net interest income	% change in net interest income
+400 bp	+ $142.3 million	17.6%
+300 bp	+ $107.3 million	13.3%
+200 bp	+ $72.4 million	8.9%
+100 bp	+ $36.4 million	4.5%

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

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments, and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest expense on the consolidated statements of income.

Cash Flow Hedges

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

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

Liquidity

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

The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (short-term promissory notes). The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those instruments. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net interest income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the FRB, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of June 30, 2022, the Corporation had no short- or long-term advances outstanding with the FHLB. As of June 30, 2022, the Corporation has borrowing capacity of approximately $5.9 billion under these facilities. Advances from the FHLB, when utilized, are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

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As of June 30, 2022, the Corporation had aggregate federal funds lines borrowing capacity of $2.1 billion. A combination of commercial real estate loans, commercial loans and securities are pledged to the FRB of Philadelphia to provide access to FRB discount window borrowings. As of June 30, 2022, the Corporation had $1.2 billion of collateralized borrowing capacity at the discount window.

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

The consolidated statements of cash flows provide additional information. The Corporation's operating activities during the first six months of 2022 used $15.7 million of cash. Cash used by investing activities was $669.5 million and was mainly due to the net increase in loans of $590.8 million. Cash used by financing activities was $503.8 million, and was primarily due a decrease in deposits of $429.6 million.

Debt Security Market Price Risk

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

State and Municipal Securities

As of June 30, 2022, the Corporation owned securities issued by various states and municipalities with a total a fair value of $1.1 billion. Uncertainty with respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of June 30, 2022, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 71% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Item 4. Controls and Procedures

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

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

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

(a)  None.

(b)  None.

(c) On March 21, 2022, the Corporation announced that its board of directors approved the repurchase of up to $75 million of shares of the Corporation's common stock, or approximately 2.7% of the Corporation's outstanding shares, through December 31, 2022. Under this repurchase program, repurchased shares are added to treasury stock at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. This repurchase program may be discontinued at any time. During the three months ended June 30, 2022, no shares were repurchased under this program.

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Item 6. Exhibits

2.1	Agreement and Plan of Merger with Prudential Bancorp, Inc. dated March 1, 2022 - Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on March 1, 2022.
3.1	Articles of Incorporation, as amended and restated, of Fulton Financial Corporation– Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on June 24, 2011. (File No. 0-10587)
3.2	Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020.
3.3	Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on a Form 8-K filed on May 14, 2021.
4.1	Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State - Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020.
4.2	Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein - Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020.
4.3	Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2 of this report).
4.4	Stock Certificate - Incorporated by reference as Exhibit 4.1 of Fulton Financial Corporation Registration Statement on Form S-4 filed on April 21, 2022.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104	Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)

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FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

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

FULTON FINANCIAL CORPORATION
Date:	August 8, 2022	/s/ E. Philip Wenger
		E. Philip Wenger
		Chairman and Chief Executive Officer
Date:	August 8, 2022	/s/ Mark R. McCollom
		Mark R. McCollom
		Senior Executive Vice President and Chief Financial Officer

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