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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 March 31, 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 –160,756,012 shares outstanding as of April 29, 2022.
1

FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2022
INDEX

Description | Page
Glossary of Terms | 3
PART I. FINANCIAL INFORMATION |
Item 1. Financial Statements (Unaudited): |
(a) | Consolidated Balance Sheets - March 31, 202 2 and December 31, 202 1 | 5
(b) | Consolidated Statements of Income - Three months ended March 31, 2022 and 2021 | 6
(c) | Consolidated Statements of Comprehensive Income - Three months ended March 31, 2022 and 2021 | 7
(d) | Consolidated Statements of Shareholders’ Equity - Three mon ths ended March 31, 2022 and 2021 | 8
(e) | Consolidated Statements of Cash Flows - Three months ended March 31, 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 | 39
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 57
Item 4. Controls and Procedures | 60
PART II. OTHER INFORMATION |
Item 1. Legal Proceedings | 60
Item 1A. Risk Factors | 60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 64
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 | 65
Signatures | 66

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
ATM |  | Automated teller machine
Bank Merger |  | The proposed merger of Prudential Bank with and into Fulton Bank
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 |  | 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 proposed acquisition by the Corporation of Prudential
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

3

OCI |  | Other comprehensive income
OREO |  | Other real estate owned
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)

| March 31, 2022 |  | December 31, 2021
| (unaudited) |
ASSETS |  |  |
Cash and due from banks | $ | 161,462 |  |  | $ | 172,276 |
Interest-bearing deposits with other banks | 996,503 |  |  | 1,466,338 |
Cash and cash equivalents | 1,157,965 |  |  | 1,638,614 |
FRB and FHLB stock | 57,729 |  |  | 57,635 |
Loans held for sale | 27,675 |  |  | 35,768 |
Investment securities: |  |  |
AFS, at estimated fair value | 3,324,333 |  |  | 3,187,390 |
HTM, at amortized cost | 964,341 |  |  | 980,384 |
Net loans | 18,476,119 |  |  | 18,325,350 |
Less: ACL - loans | (243,705) |  |  | (249,001) |
Loans, net | 18,232,414 |  |  | 18,076,349 |
Net premises and equipment | 218,257 |  |  | 220,357 |
Accrued interest receivable | 55,102 |  |  | 57,451 |
Goodwill and net intangible assets | 537,877 |  |  | 538,053 |
Other assets | 1,022,617 |  |  | 1,004,397 |
Total Assets | $ | 25,598,310 |  |  | $ | 25,796,398 |
LIABILITIES |  |  |
Deposits: |  |  |
Noninterest-bearing | $ | 7,528,391 |  |  | $ | 7,370,963 |
Interest-bearing | 14,012,783 |  |  | 14,202,536 |
Total Deposits | 21,541,174 |  |  | 21,573,499 |
Short-term borrowings | 452,440 |  |  | 416,764 |
Accrued interest payable | 4,713 |  |  | 7,000 |
Long-term borrowings | 556,494 |  |  | 621,345 |
Other liabilities | 473,954 |  |  | 465,110 |
Total Liabilities | 23,028,775 |  |  | 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 March 31, 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, 224.0 million shares issued as of March 31, 2022 and 223.9 million issued as of December 31, 2021 | 560,045 |  |  | 559,766 |
Additional paid-in capital | 1,524,110 |  |  | 1,519,873 |
Retained earnings | 1,320,076 |  |  | 1,282,383 |
Accumulated other comprehensive (loss) gain | (158,855) |  |  | 27,411 |
Treasury stock, at cost, 63.3 million shares as of March 31, 2022 and 63.4 million shares as of December 31, 2021 | (868,719) |  |  | (869,631) |
Total Shareholders’ Equity | 2,569,535 |  |  | 2,712,680 |
Total Liabilities and Shareholders’ Equity | $ | 25,598,310 |  |  | $ | 25,796,398 |
See Notes to Consolidated Financial Statements |  |  |

5

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per-share data) | Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
Interest Income |  |  |  |  |  |  |
Loans, including fees | $ | 149,737 |  |  | $ | 163,985 |  |  |  |  |
Investment securities: |  |  |  |  |  |  |
Taxable | 15,213 |  |  | 13,691 |  |  |  |  |
Tax-exempt | 7,140 |  |  | 5,653 |  |  |  |  |
Loans held for sale | 241 |  |  | 471 |  |  |  |  |
Other interest income | 670 |  |  | 1,136 |  |  |  |  |
Total Interest Income | 173,001 |  |  | 184,936 |  |  |  |  |
Interest Expense |  |  |  |  |  |  |
Deposits | 5,605 |  |  | 9,602 |  |  |  |  |
Short-term borrowings | 121 |  |  | 188 |  |  |  |  |
Long-term borrowings | 5,965 |  |  | 10,698 |  |  |  |  |
Total Interest Expense | 11,691 |  |  | 20,488 |  |  |  |  |
Net Interest Income | 161,310 |  |  | 164,448 |  |  |  |  |
Provision for credit losses | (6,950) |  |  | (5,500) |  |  |  |  |
Net Interest Income After Provision for Credit Losses | 168,260 |  |  | 169,948 |  |  |  |  |
Non-Interest Income |  |  |  |  |  |  |
Commercial banking | 16,008 |  |  | 16,342 |  |  |  |  |
Consumer banking | 11,674 |  |  | 10,754 |  |  |  |  |
Wealth management | 19,428 |  |  | 17,347 |  |  |  |  |
Mortgage banking | 4,576 |  |  | 13,960 |  |  |  |  |
Other | 3,551 |  |  | 3,519 |  |  |  |  |
Non-Interest Income Before Investment Securities Gains | 55,237 |  |  | 61,922 |  |  |  |  |
Investment securities gains, net | 19 |  |  | 33,475 |  |  |  |  |
Total Non-Interest Income | 55,256 |  |  | 95,397 |  |  |  |  |
Non-Interest Expense |  |  |  |  |  |  |
Salaries and employee benefits | 84,464 |  |  | 82,586 |  |  |  |  |
Net occupancy | 14,522 |  |  | 13,982 |  |  |  |  |
Data processing and software | 14,315 |  |  | 13,561 |  |  |  |  |
Other outside services | 8,167 |  |  | 8,490 |  |  |  |  |
Equipment | 3,423 |  |  | 3,428 |  |  |  |  |
FDIC insurance | 3,209 |  |  | 2,624 |  |  |  |  |
State taxes | 3,037 |  |  | 4,505 |  |  |  |  |
Professional fees | 1,792 |  |  | 2,779 |  |  |  |  |
Marketing | 1,320 |  |  | 1,002 |  |  |  |  |
Intangible amortization | 176 |  |  | 115 |  |  |  |  |
Debt extinguishment | — |  |  | 32,163 |  |  |  |  |
Merger-related expenses | 401 |  |  | — |  |  |  |  |
Other | 11,152 |  |  | 13,149 |  |  |  |  |
Total Non-Interest Expense | 145,978 |  |  | 178,384 |  |  |  |  |
Income Before Income Taxes | 77,538 |  |  | 86,961 |  |  |  |  |
Income taxes | 13,250 |  |  | 13,898 |  |  |  |  |
Net Income | 64,288 |  |  | 73,063 |  |  |  |  |
Preferred stock dividends | (2,562) |  |  | (2,591) |  |  |  |  |
Net Income Available to Common Shareholders | $ | 61,726 |  |  | $ | 70,472 |  |  |  |  |
PER SHARE: |  |  |  |  |  |  |
Net income available to common shareholders (basic) | $ | 0.38 |  |  | $ | 0.43 |  |  |  |  |
Net income available to common shareholders (diluted) | 0.38 |  |  | 0.43 |  |  |  |  |
Cash dividends | 0.15 |  |  | 0.14 |  |  |  |  |
See Notes to Consolidated Financial Statements |  |  |  |  |  |  |

6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
Net Income | $ | 64,288 |  |  | $ | 73,063 |  |  |  |  |
Other Comprehensive (Loss)/Income, net of tax: |  |  |  |  |  |  |
Unrealized gains (losses) on AFS investment securities |  |  |  |  |  |  |
Unrealized (loss)/gain on securities | (153,860) |  |  | (39,999) |  |  |  |  |
Reclassification adjustment for securities gains included in net income | 15 |  |  | 377 |  |  |  |  |
Amortization of net unrealized losses on AFS securities transferred to HTM | 436 |  |  | 1,787 |  |  |  |  |
Net unrealized gains (losses) on AFS investment securities | (153,409) |  |  | (37,835) |  |  |  |  |
Unrealized (losses) gains on interest rate swaps used in cash flow hedges |  |  |  |  |  |  |
Net unrealized holding (losses) gains arising during the period | (31,376) |  |  | (1,835) |  |  |  |  |
Reclassification adjustment for net (losses) gains realized in net income | (1,506) |  |  | 128 |  |  |  |  |
Net unrealized (losses) gains on interest rate swaps used in cash flow hedges | (32,882) |  |  | (1,707) |  |  |  |  |
Defined benefit pension plan and postretirement benefits |  |  |  |  |  |  |
Amortization of net unrecognized pension and postretirement items | 25 |  |  | 289 |  |  |  |  |
Other Comprehensive (Loss)/Income | (186,266) |  |  | (39,253) |  |  |  |  |
Total Comprehensive (Loss) Income | $ | (121,978) |  |  | $ | 33,810 |  |  |  |  |
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 March 31, 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 |  |  |  |  |  |  |  |  |  |  | 64,288 |  |  |  |  |  |  | 64,288 |
Other comprehensive loss |  |  |  |  |  |  |  |  |  |  |  |  | (186,266) |  |  |  |  | (186,266) |
Common stock issued |  |  |  |  | 179 |  |  | 279 |  |  | 1,602 |  |  |  |  |  |  | 912 |  |  | 2,793 |
Stock-based compensation awards |  |  |  |  |  |  |  |  | 2,635 |  |  |  |  |  |  |  |  | 2,635 |
Preferred stock dividend |  |  |  |  |  |  |  |  |  |  | (2,562) |  |  |  |  |  |  | (2,562) |
Common stock cash dividends - $0.15 per share |  |  |  |  |  |  |  |  |  |  | (24,033) |  |  |  |  |  |  | (24,033) |
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 |
Three months ended March 31, 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 |  |  |  |  |  |  |  |  |  |  | 73,063 |  |  |  |  |  |  | 73,063 |
Other comprehensive loss |  |  |  |  |  |  |  |  |  |  |  |  | (39,253) |  |  |  |  | (39,253) |
Common stock issued |  |  |  |  | 167 |  |  | 199 |  |  | 1,082 |  |  |  |  |  |  | 1,187 |  |  | 2,468 |
Stock-based compensation awards |  |  |  |  |  |  |  |  | 1,902 |  |  |  |  |  |  |  |  | 1,902 |
Preferred stock dividend |  |  |  |  |  |  |  |  |  |  | (2,591) |  |  |  |  |  |  | (2,591) |
Common stock cash dividends - $0.14 per share |  |  |  |  |  |  |  |  |  |  | (22,762) |  |  |  |  |  |  | (22,762) |
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 |
See Notes to Consolidated Financial Statements |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

8

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands) | Three months ended March 31
| 2022 |  | 2021
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |
Net Income | $ | 64,288 |  |  | $ | 73,063 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Provision for credit losses | (6,950) |  |  | (5,500) |
Depreciation and amortization of premises and equipment | 7,510 |  |  | 6,870 |
Net amortization of investment securities premiums | 3,356 |  |  | 3,716 |
Investment securities gains, net | (19) |  |  | (33,475) |
Gain on sales of mortgage loans held for sale | (3,026) |  |  | (8,656) |
Proceeds from sales of mortgage loans held for sale | 169,010 |  |  | 294,478 |
Originations of mortgage loans held for sale | (157,891) |  |  | (236,028) |
Intangible amortization | 176 |  |  | 115 |
Amortization of issuance costs and discounts on long-term borrowings | 206 |  |  | 1,146 |
Debt extinguishment costs | — |  |  | 32,163 |
Stock-based compensation | 2,635 |  |  | 1,902 |
Change in deferred federal income tax | (55,200) |  |  | (11,846) |
Change in accrued salaries and benefits | (15,924) |  |  | (3,750) |
Change in life insurance cash surrender value | (27,347) |  |  | (1,772) |
Other changes, net | (88,605) |  |  | 90,986 |
Total adjustments | (172,069) |  |  | 130,349 |
Net cash (used in) provided by operating activities | (107,781) |  |  | 203,412 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |
Proceeds from sales of AFS securities | 108,961 |  |  | 59,342 |
Proceeds from principal repayments and maturities of AFS securities | 92,338 |  |  | 134,684 |
Proceeds from principal repayments and maturities of HTM securities | 25,688 |  |  | 29,066 |
Purchase of AFS securities | (335,199) |  |  | (304,493) |
Purchase of HTM securities | (9,541) |  |  | (227,687) |
Sale of Visa Shares | — |  |  | 33,962 |
Sale (purchase) of FRB and FHLB stock | (94) |  |  | 25,920 |
Net increase in loans | (149,715) |  |  | (96,347) |
Net purchases of premises and equipment | (5,410) |  |  | (4,425) |
Net change in tax credit investments | (15,951) |  |  | (977) |
Net cash (used in) provided by investing activities | (288,923) |  |  | (350,955) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |
Net (decrease) increase in demand and savings deposits | 38,376 |  |  | 971,180 |
Net (decrease) increase in time deposits | (70,701) |  |  | (176,549) |
Net (decrease) increase in short-term borrowings | 35,676 |  |  | (109,077) |
Repayments of long-term borrowings | (65,057) |  |  | (703,165) |
Net proceeds from issuance of common stock | 2,793 |  |  | 2,468 |
Dividends paid | (25,032) |  |  | (23,270) |
Net cash (used in) provided by financing activities | (83,945) |  |  | (38,413) |
Net (decrease) increase in Cash and Cash Equivalents | (480,649) |  |  | (185,956) |
Cash and Cash Equivalents at Beginning of Period | 1,638,614 |  |  | 1,847,832 |
Cash and Cash Equivalents at End of Period | $ | 1,157,965 |  |  | $ | 1,661,876 |
Supplemental Disclosures of Cash Flow Information: |  |  |
Cash paid during the period for: |  |  |
Interest | $ | 13,978 |  |  | $ | 25,235 |
Income taxes | 7,926 |  |  | 477 |
Supplemental Schedule of Certain Noncash Activities: |  |  |
Transfer of AFS securities to HTM securities | $ | — |  |  | $ | 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 months ended March 31, 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 March 31, 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 this 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 any 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.
10

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 March 31, 2022 and December 31, 2021 were $64.5 million and $202.8 million, respectively.
NOTE 3 – Investment Securities
The following table presents the amortized cost and estimated fair values of investment securities for the periods presented:

| March 31, 2022
| Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value
Available for Sale | (in thousands)
U.S. Government securities | $ | 376,986 |  |  | $ | 88 |  |  | $ | (3,357) |  |  | $ | 373,717 |
State and municipal securities | 1,192,156 |  |  | 3,870 |  |  | (51,380) |  |  | 1,144,646 |
Corporate debt securities | 401,142 |  |  | 1,517 |  |  | (7,062) |  |  | 395,597 |
Collateralized mortgage obligations | 175,270 |  |  | 153 |  |  | (4,159) |  |  | 171,264 |
Residential mortgage-backed securities | 295,590 |  |  | 326 |  |  | (20,314) |  |  | 275,602 |
Commercial mortgage-backed securities | 1,024,224 |  |  | 235 |  |  | (60,952) |  |  | 963,507 |
Total | $ | 3,465,368 |  |  | $ | 6,189 |  |  | $ | (147,224) |  |  | $ | 3,324,333 |
Held to Maturity |  |  |  |  |  |  |
Residential mortgage-backed securities | $ | 384,675 |  |  | $ | 1,686 |  |  | $ | (21,097) |  |  | $ | 365,264 |
Commercial mortgage-backed securities | 579,666 |  |  | — |  |  | (55,941) |  |  | 523,725 |
Total | $ | 964,341 |  |  | $ | 1,686 |  |  | $ | (77,038) |  |  | $ | 888,989 |

| 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 |

11

During the first quarter of 2022, all ARCs were sold.
Securities carried at $2.3 billion at March 31, 2022 and $2.5 billion at December 31, 2021 were pledged as collateral to secure public and trust deposits.
The amortized cost and estimated fair values of debt securities as of March 31, 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.

|  | March 31, 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 |  | $ | 163,165 |  |  | $ | 163,187 |  |  | $ | — |  |  | $ | — |
Due from one year to five years |  | 262,405 |  |  | 259,212 |  |  | — |  |  | — |
Due from five years to ten years |  | 430,737 |  |  | 426,189 |  |  | — |  |  | — |
Due after ten years |  | 1,113,977 |  |  | 1,065,372 |  |  | — |  |  | — |
|  | 1,970,284 |  |  | 1,913,960 |  |  | — |  |  | — |
Residential mortgage-backed securities(1) |  | 295,590 |  |  | 275,602 |  |  | 384,675 |  |  | 365,264 |
Commercial mortgage-backed securities(1) |  | 1,024,224 |  |  | 963,507 |  |  | 579,666 |  |  | 523,725 |
Collateralized mortgage obligations(1) |  | 175,270 |  |  | 171,264 |  |  | — |  |  | — |
Total |  | $ | 3,465,368 |  |  | $ | 3,324,333 |  |  | $ | 964,341 |  |  | $ | 888,989 |
(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)
March 31, 2022 | $ | 1,546 |  |  | $ | (1,527) |  |  |  |  | $ | 19 |
March 31, 2021 | 34,016 |  |  | (541) |  |  |  |  | 33,475 |

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.
12

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:

| March 31, 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 | 3 |  | $ | 274,072 |  |  | $ | (3,357) |  |  | — |  |  | $ | — |  |  | $ | — |  |  | $ | 274,072 |  |  | $ | (3,357) |
State and municipal securities | 255 |  |  | 807,720 |  |  | (47,968) |  |  | 6 |  |  | 27,644 |  |  | (3,412) |  |  | 835,364 |  |  | (51,380) |
Corporate debt securities | 30 |  |  | 239,185 |  |  | (7,062) |  |  | — |  |  | — |  |  | — |  |  | 239,185 |  |  | (7,062) |
Collateralized mortgage obligations | 61 |  |  | 137,670 |  |  | (4,159) |  |  | — |  |  | — |  |  | — |  |  | 137,670 |  |  | (4,159) |
Residential mortgage-backed securities | 24 |  |  | 154,090 |  |  | (9,253) |  |  | 6 |  |  | 105,060 |  |  | (11,061) |  |  | 259,150 |  |  | (20,314) |
Commercial mortgage-backed securities | 83 |  |  | 808,506 |  |  | (50,966) |  |  | 5 |  |  | 85,325 |  |  | (9,986) |  |  | 893,831 |  |  | (60,952) |
Total available for sale | 456 |  |  | $ | 2,421,243 |  |  | $ | (122,765) |  |  | 17 |  |  | $ | 218,029 |  |  | $ | (24,459) |  |  | $ | 2,639,272 |  |  | $ | (147,224) |
Held to Maturity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential mortgage-backed securities | 5 |  |  | $ | 21,104 |  |  | $ | (1,672) |  |  | 12 |  |  | $ | 167,470 |  |  | $ | (19,425) |  |  | $ | 188,574 |  |  | $ | (21,097) |
Commercial mortgage-backed securities | 16 |  |  | 185,416 |  |  | (14,113) |  |  | 21 |  |  | 338,309 |  |  | (41,828) |  |  | 523,725 |  |  | (55,941) |
Total | 21 |  |  | $ | 206,520 |  |  | $ | (15,785) |  |  | 33 |  |  | $ | 505,779 |  |  | $ | (61,253) |  |  | $ | 712,299 |  |  | $ | (77,038) |

| 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 March 31, 2022 and December 31, 2021.
As of March 31, 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 March 31, 2022 or December 31, 2021.
13

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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Real estate - commercial mortgage | $ | 7,289,376 |  |  | $ | 7,279,080 |
Commercial and industrial (1) | 4,156,981 |  |  | 4,208,327 |
Real-estate - residential mortgage | 3,946,741 |  |  | 3,846,750 |
Real-estate - home equity | 1,098,171 |  |  | 1,118,248 |
Real-estate - construction | 1,210,340 |  |  | 1,139,779 |
Consumer | 481,551 |  |  | 464,657 |
Equipment lease financing and other | 310,884 |  |  | 283,557 |
Overdrafts | 1,928 |  |  | 1,988 |
Gross loans | 18,495,972 |  |  | 18,342,386 |
Unearned income | (19,853) |  |  | (17,036) |
Net loans | $ | 18,476,119 |  |  | $ | 18,325,350 |

(1) Includes PPP loans totaling $0.2 billion and $0.3 billion as of March 31, 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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
ACL - loans | $ | 243,705 |  |  | $ | 249,001 |
ACL - OBS credit exposure | 13,933 |  |  | 14,533 |
Total ACL | $ | 257,638 |  |  | $ | 263,534 |

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The following table presents the activity in the ACL:

| Three months ended March 31 |
| 2022 |  | 2021 |  |  |  |
| (in thousands) |  |  |  |
Balance at beginning of period | $ | 263,534 |  |  | $ | 291,940 |  |  |  |  |
Loans charged off | (1,900) |  |  | (8,202) |  |  |  |  |
Recoveries of loans previously charged off | 2,954 |  |  | 2,021 |  |  |  |  |
Net loans (charged-off) recovered | 1,054 |  |  | (6,181) |  |  |  |  |
Provision for credit losses (1) | (6,950) |  |  | (5,500) |  |  |  |  |
Balance at end of period(2) | $ | 257,638 |  |  | $ | 280,259 |  |  |  |  |

(1) Includes $(0.6) million and $(0.1) million related to OBS credit exposures for the three months ended March 31, 2022 and 2021, respectively.
(2) Includes $13.9 million and $14.3 million of reserves for OBS credit exposures as of March 31, 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 March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at December 31, 2021 | $ | 87,970 |  |  | $ | 67,056 |  |  | $ | 19,749 |  |  | $ | 54,236 |  |  | $ | 12,941 |  |  | $ | 7,049 |  |  | $ | 249,001 |
Loans charged off | (152) |  |  | (227) |  |  | (1,052) |  |  | — |  |  | — |  |  | (469) |  |  | (1,900) |
Recoveries of loans previously charged off | 112 |  |  | 1,980 |  |  | 454 |  |  | 222 |  |  | 32 |  |  | 154 |  |  | 2,954 |
Net loans recovered (charged off) | (40) |  |  | 1,753 |  |  | (598) |  |  | 222 |  |  | 32 |  |  | (315) |  |  | 1,054 |
Provision for loan losses (1) | (8,077) |  |  | (2,298) |  |  | 1,062 |  |  | 1,434 |  |  | 330 |  |  | 1,199 |  |  | (6,350) |
Balance at March 31, 2022 | $ | 79,853 |  |  | $ | 66,511 |  |  | $ | 20,213 |  |  | $ | 55,892 |  |  | $ | 13,303 |  |  | $ | 7,933 |  |  | $ | 243,705 |
Three months ended March 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at December 31, 2020 | $ | 103,425 |  |  | $ | 74,771 |  |  | $ | 25,137 |  |  | $ | 51,995 |  |  | $ | 15,608 |  |  | $ | 6,633 |  |  | $ | 277,567 |
Loans charged off | (1,837) |  |  | (4,319) |  |  | (847) |  |  | (192) |  |  | (39) |  |  | (968) |  |  | (8,202) |
Recoveries of loans previously charged off | 174 |  |  | 769 |  |  | 440 |  |  | 95 |  |  | 384 |  |  | 159 |  |  | 2,021 |
Net loans recovered (charged off) | (1,663) |  |  | (3,550) |  |  | (407) |  |  | (97) |  |  | 345 |  |  | (809) |  |  | (6,181) |
Provision for loan and lease losses (1) | (786) |  |  | (27) |  |  | (1,588) |  |  | (1,903) |  |  | (874) |  |  | (222) |  |  | (5,400) |
Balance at March 31, 2021 | $ | 100,976 |  |  | $ | 71,194 |  |  | $ | 23,142 |  |  | $ | 49,995 |  |  | $ | 15,079 |  |  | $ | 5,602 |  |  | $ | 265,986 |

(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 business conditions, an assessment of the lending environment, including underwriting standards and other factors affecting credit quality.
The impact from qualitative adjustments on the ACL decreased in the first quarter of 2022 due to the improvement in economic conditions.
Several factors as of the end of the first quarter of 2021 in comparison to the end of the fourth quarter of 2020, including improved economic forecasts and a decrease in specific allocations within the ACL for loans evaluated individually, reduced the level of the ACL determined to be necessary as of March 31, 2021.
Non-accrual Loans
All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of March 31, 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
15

or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.
As of March 31, 2022 and December 31, 2021, approximately 86% 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:

| March 31, 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 | $ | 18,681 |  |  | $ | 31,719 |  |  | $ | 50,400 |  |  | $ | 20,564 |  |  | $ | 32,251 |  |  | $ | 52,815 |
Commercial and industrial | 12,390 |  |  | 16,100 |  |  | 28,490 |  |  | 12,571 |  |  | 17,570 |  |  | 30,141 |
Real estate - residential mortgage | 31,626 |  |  | 2,294 |  |  | 33,920 |  |  | 35,269 |  |  | — |  |  | 35,269 |
Real estate - home equity | 8,145 |  |  | — |  |  | 8,145 |  |  | 8,671 |  |  | — |  |  | 8,671 |
Real estate - construction | — |  |  | 672 |  |  | 672 |  |  | 173 |  |  | 728 |  |  | 901 |
Consumer | 175 |  |  | — |  |  | 175 |  |  | 229 |  |  | — |  |  | 229 |
Equipment lease financing and other | 5,742 |  |  | 9,255 |  |  | 14,997 |  |  | 6,247 |  |  | 9,393 |  |  | 15,640 |
| $ | 76,759 |  |  | $ | 60,040 |  |  | $ | 136,799 |  |  | $ | 83,724 |  |  | $ | 59,942 |  |  | $ | 143,666 |

As of March 31, 2022 and December 31, 2021, there were $60.0 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.
16

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

|  | March 31, 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 | $ | 12,911 |  | $ | 242,122 |  | $ | 392,540 |  | $ | 95,074 |  | $ | 59,362 |  | $ | 129,036 |  | $ | 32,603 |  | $ | — |  | $ | 963,648 |
| Special Mention | — |  | 5,974 |  | 767 |  | 9,984 |  | — |  | 19,082 |  | — |  | — |  | 35,807 |
| Substandard or Lower | — |  | — |  | — |  | — |  | — |  | 4,549 |  | 220 |  | — |  | 4,769 |
| Total real estate - construction | 12,911 |  | 248,096 |  | 393,307 |  | 105,058 |  | 59,362 |  | 152,667 |  | 32,823 |  | — |  | 1,004,224 |
Real estate - construction(1) |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |
| Current period recoveries | — |  | — |  | — |  | — |  | — |  | — |  | — |  | 32 |  | 32 |
| Total net (charge-offs) recoveries | — |  | — |  | — |  | — |  | — |  | — |  | — |  | 32 |  | 32 |
Commercial and industrial(2) |  |  |  |  |  |  |  |
| Pass | 245,683 |  | 619,816 |  | 466,917 |  | 347,857 |  | 212,978 |  | 704,570 |  | 1,232,653 |  | 529 |  | 3,831,003 |
| Special Mention | 572 |  | 18,295 |  | 9,196 |  | 12,782 |  | 8,526 |  | 32,872 |  | 66,765 |  | — |  | 149,008 |
| Substandard or Lower | — |  | 953 |  | 10,906 |  | 37,999 |  | 23,750 |  | 44,527 |  | 58,753 |  | 82 |  | 176,970 |
| Total commercial and industrial | 246,255 |  | 639,064 |  | 487,019 |  | 398,638 |  | 245,254 |  | 781,969 |  | 1,358,171 |  | 611 |  | 4,156,981 |
Commercial and industrial |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | — |  | (36) |  | — |  | (21) |  | — |  | (130) |  | (40) |  | (227) |
| Current period recoveries | — |  | — |  | 30 |  | 95 |  | 379 |  | 416 |  | 493 |  | 567 |  | 1,980 |
| Total net (charge-offs) recoveries | — |  | — |  | (6) |  | 95 |  | 358 |  | 416 |  | 363 |  | 527 |  | 1,753 |
Real estate - commercial mortgage |  |  |  |  |  |  |  |
| Pass | 188,756 |  | 1,070,853 |  | 863,498 |  | 823,168 |  | 636,889 |  | 2,955,373 |  | 65,078 |  | — |  | 6,603,615 |
| Special Mention | 96 |  | 8,993 |  | 65,964 |  | 75,021 |  | 35,108 |  | 177,894 |  | 1,387 |  | — |  | 364,463 |
| Substandard or Lower | — |  | 1,523 |  | 8,424 |  | 37,366 |  | 70,413 |  | 201,563 |  | 521 |  | 1,488 |  | 321,298 |
| Total real estate - commercial mortgage | 188,852 |  | 1,081,369 |  | 937,886 |  | 935,555 |  | 742,410 |  | 3,334,830 |  | 66,986 |  | 1,488 |  | 7,289,376 |
Real estate - commercial mortgage |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | — |  | — |  | — |  | — |  | — |  | — |  | (152) |  | (152) |
| Current period recoveries | — |  | — |  | — |  | — |  | — |  | 4 |  | — |  | 108 |  | 112 |
| Total net (charge-offs) recoveries | — |  | — |  | — |  | — |  | — |  | 4 |  | — |  | (44) |  | (40) |
Total |  |  |  |  |  |  |  |
| Pass | $ | 447,350 |  | $ | 1,932,791 |  | $ | 1,722,955 |  | $ | 1,266,099 |  | $ | 909,229 |  | $ | 3,788,979 |  | $ | 1,330,334 |  | $ | 529 |  | $ | 11,398,266 |
| Special Mention | 668 |  | 33,262 |  | 75,927 |  | 97,787 |  | 43,634 |  | 229,848 |  | 68,152 |  | — |  | 549,278 |
| Substandard or Lower | — |  | 2,476 |  | 19,330 |  | 75,365 |  | 94,163 |  | 250,639 |  | 59,494 |  | 1,570 |  | 503,037 |
| Total | $ | 448,018 |  | $ | 1,968,529 |  | $ | 1,818,212 |  | $ | 1,439,251 |  | $ | 1,047,026 |  | $ | 4,269,466 |  | $ | 1,457,980 |  | $ | 2,099 |  | $ | 12,450,581 |

(1) Excludes real estate - construction - other.
(2) Loans originated in 2021 and 2020 include $0.2 billion of PPP loans that were assigned a rating of Pass based on the existence of a federal government guaranty through the SBA.
17

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.
18

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:

|  | March 31, 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 | $ | 53,362 |  | $ | 145,950 |  | $ | 96,504 |  | $ | 68,114 |  | $ | 61,230 |  | $ | 158,366 |  | $ | 965,477 |  | $ | 19,237 |  | $ | 1,568,240 |
| Nonperforming | — |  | 150 |  | 118 |  | 59 |  | 75 |  | 2,096 |  | 8,969 |  | 15 |  | 11,482 |
| Total consumer and real estate - home equity | 53,362 |  | 146,100 |  | 96,622 |  | 68,173 |  | 61,305 |  | 160,462 |  | 974,446 |  | 19,252 |  | 1,579,722 |
Consumer and real estate - home equity |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | (587) |  | (70) |  | (108) |  | (16) |  | (205) |  | (66) |  | — |  | (1,052) |
| Current period recoveries | — |  | 42 |  | 72 |  | 29 |  | 16 |  | 169 |  | 126 |  | — |  | 454 |
| Total net (charge-offs) recoveries | — |  | (545) |  | 2 |  | (79) |  | — |  | (36) |  | 60 |  | — |  | (598) |
Real estate - residential mortgage |  |  |  |  |  |  |  |
| Performing | 202,665 |  | 1,581,675 |  | 1,089,264 |  | 319,209 |  | 96,585 |  | 617,755 |  | — |  | — |  | 3,907,153 |
| Nonperforming | — |  | 801 |  | 6,229 |  | 2,408 |  | 3,710 |  | 26,440 |  | — |  | — |  | 39,588 |
| Total real estate - residential mortgage | 202,665 |  | 1,582,476 |  | 1,095,493 |  | 321,617 |  | 100,295 |  | 644,195 |  | — |  | — |  | 3,946,741 |
Real estate - residential mortgage |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |
| Current period recoveries | — |  | — |  | 4 |  | — |  | 27 |  | 191 |  | — |  | — |  | 222 |
| Total net (charge-offs) recoveries | — |  | — |  | 4 |  | — |  | 27 |  | 191 |  | — |  | — |  | 222 |
Equipment lease financing and other |  |  |  |  |  |  |  |
| Performing | 95,224 |  | 53,218 |  | 55,272 |  | 41,466 |  | 28,155 |  | 24,324 |  | — |  | — |  | 297,659 |
| Nonperforming | — |  | — |  | — |  | — |  | — |  | 15,153 |  | — |  | — |  | 15,153 |
| Total leasing and other | 95,224 |  | 53,218 |  | 55,272 |  | 41,466 |  | 28,155 |  | 39,477 |  | — |  | — |  | 312,812 |
Equipment lease financing and other |  |  |  |  |  |  |  |
| Current period gross charge-offs | — |  | — |  | — |  | — |  | — |  | (469) |  | — |  | — |  | (469) |
| Current period recoveries | — |  | 1 |  | 20 |  | 5 |  | 3 |  | 125 |  | — |  | — |  | 154 |
| Total net (charge-offs) recoveries | — |  | 1 |  | 20 |  | 5 |  | 3 |  | (344) |  | — |  | — |  | (315) |
Construction - other |  |  |  |  |  |  |  |  |
| Performing | 18,085 |  | 154,762 |  | 27,874 |  | — |  | 5,028 |  | — |  | 367 |  | — |  | 206,116 |
| Nonperforming | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |
| Total construction - other | 18,085 |  | 154,762 |  | 27,874 |  | — |  | 5,028 |  | — |  | 367 |  | — |  | 206,116 |
Total |  |  |  |  |  |  |  |  |
| Performing | $ | 369,336 |  | $ | 1,935,605 |  | $ | 1,268,914 |  | $ | 428,789 |  | $ | 190,998 |  | $ | 800,445 |  | $ | 965,844 |  | $ | 19,237 |  | $ | 5,979,168 |
| Nonperforming | — |  | 951 |  | 6,347 |  | 2,467 |  | 3,785 |  | 43,689 |  | 8,969 |  | 15 |  | 66,223 |
| Total | $ | 369,336 |  | $ | 1,936,556 |  | $ | 1,275,261 |  | $ | 431,256 |  | $ | 194,783 |  | $ | 844,134 |  | $ | 974,813 |  | $ | 19,252 |  | $ | 6,045,391 |

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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 |
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 |

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The following table presents non-performing assets:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Non-accrual loans | $ | 136,799 |  |  | $ | 143,666 |
Loans 90 days or more past due and still accruing | 24,182 |  |  | 8,453 |
Total non-performing loans | 160,981 |  |  | 152,119 |
OREO (1) | 2,014 |  |  | 1,817 |
Total non-performing assets | $ | 162,995 |  |  | $ | 153,936 |

(1) Excludes $4.7 million and $6.4 million of residential mortgage properties for which formal foreclosure proceedings were in process as of March 31, 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)
March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate – commercial mortgage | $ | 3,869 |  |  | $ | 725 |  |  | $ | 13,790 |  |  |  |  | $ | 50,400 |  |  | $ | 7,220,592 |  |  | $ | 7,289,376 |
Commercial and industrial(1) | 5,107 |  |  | 606 |  |  | 1,702 |  |  |  |  | 28,490 |  |  | 4,121,076 |  |  | 4,156,981 |
Real estate – residential mortgage | 29,343 |  |  | 4,040 |  |  | 5,388 |  |  |  |  | 33,920 |  |  | 3,874,050 |  |  | 3,946,741 |
Real estate – home equity | 4,326 |  |  | 727 |  |  | 2,729 |  |  |  |  | 8,145 |  |  | 1,082,244 |  |  | 1,098,171 |
Real estate – construction | 1,139 |  |  | — |  |  | — |  |  |  |  | 672 |  |  | 1,208,529 |  |  | 1,210,340 |
Consumer | 2,762 |  |  | 669 |  |  | 417 |  |  |  |  | 175 |  |  | 477,528 |  |  | 481,551 |
Equipment lease financing and other | 261 |  |  | — |  |  | 156 |  |  |  |  | 14,997 |  |  | 277,545 |  |  | 292,959 |
Total | $ | 46,807 |  |  | $ | 6,767 |  |  | $ | 24,182 |  |  |  |  | $ | 136,799 |  |  | $ | 18,261,564 |  |  | $ | 18,476,119 |

(1) Includes PPP loans totaling $0.2 billion as of March 31, 2022.

| 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(1) | 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 |

(1) Includes PPP loans totaling $0.3 billion as of December 31, 2021.
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
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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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Real estate - commercial mortgage | $ | 3,563 |  |  | $ | 3,464 |
Commercial and industrial | 1,903 |  |  | 1,857 |
Real estate - residential mortgage | 11,700 |  |  | 11,948 |
Real estate - home equity | 12,028 |  |  | 12,218 |
Consumer | 2 |  |  | 5 |
Total accruing TDRs | 29,196 |  |  | 29,492 |
Non-accrual TDRs (1) | 52,125 |  |  | 55,945 |
Total TDRs | $ | 81,321 |  |  | $ | 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 months ended March 31, 2022 and 2021:

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| 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 | 1 |  |  | 150 |  |  | 2 |  |  | 4,162 |  |  |  |  |  |  |  |  |
Real estate - residential mortgage | 4 |  |  | 293 |  |  | 23 |  |  | 7,626 |  |  |  |  |  |  |  |  |
Real estate - home equity | — |  |  | — |  |  | 5 |  |  | 148 |  |  |  |  |  |  |  |  |
Real estate - construction | — |  |  | — |  |  | 1 |  |  | 154 |  |  |  |  |  |  |  |  |
Consumer | 5 |  |  | 329 |  |  | — |  |  | — |  |  |  |  |  |  |  |  |
Total | 11 |  |  | $ | 854 |  |  | 35 |  |  | $ | 13,984 |  |  |  |  |  |  |  |  |

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 March 31, 2022, $13.1 million in recorded investment remains in active COVID-19 deferral programs.
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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 March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (in thousands)
Amortized cost: |  |  |  |  |  |  |
Balance at beginning of period | $ | 35,993 |  |  | $ | 38,745 |  |  |  |  |
Originations of MSRs | 1,355 |  |  | 2,811 |  |  |  |  |
Amortization | (1,724) |  |  | (3,753) |  |  |  |  |
Balance at end of period | $ | 35,624 |  |  | $ | 37,803 |  |  |  |  |
Valuation allowance: |  |  |  |  |  |  |
Balance at beginning of period | $ | (600) |  |  | $ | (10,500) |  |  |  |  |
Reduction (addition) to valuation allowance | 600 |  |  | 6,100 |  |  |  |  |
Balance at end of period | $ | — |  |  | $ | (4,400) |  |  |  |  |
Net MSRs at end of period | $ | 35,624 |  |  | $ | 33,403 |  |  |  |  |
Estimated fair value of MSRs at end of period | $ | 47,609 |  |  | $ | 33,403 |  |  |  |  |

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 March 31, 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 $47.6 million and $35.4 million at March 31, 2022 and December 31, 2021, respectively. Based on its fair value analysis as of March 31, 2022, the Corporation determined that no valuation allowance was required as of March 31, 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 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
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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 $8.2 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.
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The following table presents a summary of the notional amounts and fair values of derivative financial instruments:

| March 31, 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 | $ | 152,457 |  |  | $ | 317 |  |  | $ | 261,428 |  |  | $ | 2,326 |
Negative fair values | 59,123 |  |  | (648) |  |  | 2,549 |  |  | (23) |
Forward Commitments |  |  |  |  |  |  |
Positive fair values | 33,475 |  |  | 3,060 |  |  | 51,000 |  |  | 41 |
Negative fair values | — |  |  | — |  |  | — |  |  | — |
Interest Rate Swaps with Customers |  |  |  |  |  |  |
Positive fair values | 1,620,877 |  |  | 16,875 |  |  | 3,213,924 |  |  | 153,752 |
Negative fair values | 2,272,730 |  |  | (66,120) |  |  | 752,462 |  |  | (4,766) |
Interest Rate Swaps with Dealer Counterparties |  |  |  |  |  |  |
Positive fair values | 2,272,730 |  |  | 44,880 |  |  | 752,462 |  |  | 4,766 |
Negative fair values | 1,620,877 |  |  | (17,168) |  |  | 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 |  |  | (6,040) |  |  | 500,000 |  |  | (1,432) |
Foreign Exchange Contracts with Customers |  |  |  |  |  |  |
Positive fair values | 15,628 |  |  | 339 |  |  | 7,629 |  |  | 229 |
Negative fair values | 2,794 |  |  | (60) |  |  | 3,388 |  |  | (51) |
Foreign Exchange Contracts with Correspondent Banks |  |  |  |  |  |  |
Positive fair values | 3,008 |  |  | 72 |  |  | 3,656 |  |  | 69 |
Negative fair values | 16,062 |  |  | (297) |  |  | 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 March 31, 2022 |  |  |  |  |  |  |  |  |  |
Interest Rate Products | $ | (40,563) |  |  | $ | (40,563) |  |  | $ | — |  |  | Interest income |  | $ | 1,948 |  |  | $ | 1,948 |  |  | $ | — |
Three months ended March 31, 2021 |  |  |  |  |  |  |  |  |  |
Interest Rate Products | (2,065) |  |  | (2,065) |  |  | — |  |  | Interest income |  | 144 |  |  | 144 |  |  | — |

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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 March 31 |  |  |
| 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 | $ | 1,948 |  |  | $ | 144 |  |  |  |  |  |  |  |
Interest contracts: |  |  |  |  |  |  |  |  |  |
Amount of gain reclassified from AOCI into income | 1,948 |  |  | 144 |  |  |  |  |  |  |  |
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 | 1,948 |  |  | 144 |  |  |  |  |  |  |  |
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 March 31 |  |
|  |  | 2022 |  | 2021 |  |  |  |
|  |  | (in thousands)
Mortgage banking derivatives (1) | Mortgage banking income |  | $ | 385 |  |  | $ | 796 |  |  |  |  |
Interest rate swaps | Other expense |  | — |  |  | (104) |  |  |  |  |
Foreign exchange contracts | Other income |  | 47 |  |  | 8 |  |  |  |  |
Net fair value gains/(losses) on derivative financial instruments |  | $ | 432 |  |  | $ | 700 |  |  |  |  |

(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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Amortized cost (1) | $ | 28,104 |  |  | $ | 35,050 |
Fair value | 27,675 |  |  | 35,768 |

(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.
Losses related to changes in fair values of mortgage loans held for sale were $1.1 million for the three months ended March 31, 2022 compared to losses of $2.9 million for the three months ended March 31, 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)
March 31, 2022 |  |  |  |  |  |  |
Interest rate swap derivative assets | $ | 61,755 |  |  | $ | (26,679) |  |  | $ | 23,489 |  |  | $ | 58,565 |
Foreign exchange derivative assets with correspondent banks | 72 |  |  | (72) |  |  | — |  |  | — |
Total | $ | 61,827 |  |  | $ | (26,751) |  |  | $ | 23,489 |  |  | $ | 58,565 |
Interest rate swap derivative liabilities | $ | 89,328 |  |  | $ | (20,639) |  |  | $ | — |  |  | $ | 68,689 |
Foreign exchange derivative liabilities with correspondent banks | 297 |  |  | (72) |  |  | — |  |  | 225 |
Total | $ | 89,625 |  |  | $ | (20,711) |  |  | $ | — |  |  | $ | 68,914 |
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:

|  |  | March 31, |  | December 31,
|  |  | 2022 |  | 2021
Included in other assets: |  | (in thousands)
Affordable housing tax credit investments |  | $ | 164,678 |  |  | $ | 161,052 |
Other tax credit investments |  | 62,160 |  |  | 42,987 |
| Total TCIs |  | $ | 226,838 |  |  | $ | 204,039 |
Included in other liabilities: |  |  |  |
Unfunded affordable housing tax credit commitments |  | $ | 48,873 |  |  | $ | 49,364 |
Other tax credit liabilities |  | 48,116 |  |  | 33,941 |
| Total unfunded tax credit commitments and liabilities |  | $ | 96,989 |  |  | $ | 83,305 |

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

|  |  | Three months ended March 31 |  |
|  |  | 2022 |  | 2021 |  |  |  |
Components of income taxes: |  | (in thousands)
Affordable housing tax credits and other tax benefits |  | $ | (6,208) |  |  | $ | (6,488) |  |  |  |  |
Other tax credit investment credits and tax benefits |  | (845) |  |  | (723) |  |  |  |  |
Amortization of affordable housing investments, net of tax benefit |  | 4,825 |  |  | 4,366 |  |  |  |  |
Deferred tax expense |  | 191 |  |  | 160 |  |  |  |  |
| Total net reduction in income tax expense |  | $ | (2,037) |  |  | $ | (2,685) |  |  |  |  |
Amortization of TCIs: |  |  |  |  |  |  |  |
| Total amortization of TCIs |  | $ | 696 |  |  | $ | 1,531 |  |  |  |  |

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 March 31, 2022 | (in thousands)
Unrealized loss on securities | $ | (199,068) |  |  | $ | 45,208 |  |  | $ | (153,860) |
Reclassification adjustment for securities gains included in net income (1) | 19 |  |  | (4) |  |  | 15 |
Amortization of net unrealized losses on AFS securities transferred to HTM (2) | 564 |  |  | (128) |  |  | 436 |
Net unrealized holding loss arising during the period on interest rate swaps used in cash flow hedges | (40,563) |  |  | 9,187 |  |  | (31,376) |
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges | (1,948) |  |  | 442 |  |  | (1,506) |
Amortization of net unrecognized pension and postretirement items (3) | 32 |  |  | (7) |  |  | 25 |
Total Other Comprehensive Loss | $ | (240,964) |  |  | $ | 54,698 |  |  | $ | (186,266) |
Three months ended March 31, 2021 |  |  |  |  |
Unrealized loss on securities | $ | (51,752) |  |  | $ | 11,753 |  |  | $ | (39,999) |
Reclassification adjustment for securities gains included in net income (1) | 487 |  |  | (110) |  |  | 377 |
Amortization of net unrealized losses on AFS securities transferred to HTM (2) | 2,312 |  |  | (525) |  |  | 1,787 |
Net unrealized holding loss arising during the period on interest rate swaps used in cash flow hedges | (2,065) |  |  | 230 |  |  | (1,835) |
Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges | 144 |  |  | (16) |  |  | 128 |
Amortization of net unrecognized pension and postretirement items (3) | 370 |  |  | (81) |  |  | 289 |
Total Other Comprehensive Loss | $ | (50,504) |  |  | $ | 11,251 |  |  | $ | (39,253) |

(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 March 31, 2022 |  |  |  |  |  |  |  |  |
Balance at December 31, 2021 | $ | 40,441 |  |  | $ | (4,817) |  |  |  |  | $ | (8,213) |  |  | $ | 27,411 |
OCI before reclassifications | (153,860) |  |  | — |  |  |  |  | — |  |  | (153,860) |
Amounts reclassified from AOCI | 15 |  |  | (32,882) |  |  |  |  | 25 |  |  | (32,842) |
Amortization of net unrealized losses on AFS securities transferred to HTM | 436 |  |  | — |  |  |  |  | — |  |  | 436 |
Balance at March 31, 2022 | $ | (112,968) |  |  | $ | (37,699) |  |  |  |  | $ | (8,188) |  |  | $ | (158,855) |
Three months ended March 31, 2021 |  |  |  |  |  |  |  |  |
Balance at December 31, 2020 | $ | 81,604 |  |  | $ | — |  |  |  |  | $ | (16,513) |  |  | $ | 65,091 |
OCI before reclassifications | (39,999) |  |  | — |  |  |  |  | — |  |  | (39,999) |
Amounts reclassified from AOCI | 377 |  |  | (1,707) |  |  |  |  | 289 |  |  | (1,041) |
Amortization of net unrealized losses on AFS securities transferred to HTM | 1,787 |  |  | — |  |  |  |  | — |  |  | 1,787 |
Balance at March 31, 2021 | $ | 43,769 |  |  | $ | (1,707) |  |  |  |  | $ | (16,224) |  |  | $ | 25,838 |

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.
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:
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| March 31, 2022
| Level 1 |  | Level 2 |  | Level 3 |  | Total
| (in thousands)
Loans held for sale | $ | — |  |  | $ | 27,675 |  |  | $ | — |  |  | $ | 27,675 |
Available for sale investment securities: |  |  |  |  |  |  |
U.S. Government securities | 373,717 |  |  | — |  |  | — |  |  | 373,717 |
State and municipal securities | — |  |  | 1,144,646 |  |  | — |  |  | 1,144,646 |
Corporate debt securities | — |  |  | 395,597 |  |  | — |  |  | 395,597 |
Collateralized mortgage obligations | — |  |  | 171,264 |  |  | — |  |  | 171,264 |
Residential mortgage-backed securities | — |  |  | 275,602 |  |  | — |  |  | 275,602 |
Commercial mortgage-backed securities | — |  |  | 963,507 |  |  | — |  |  | 963,507 |
Total available for sale investment securities | 373,717 |  |  | 2,950,616 |  |  | — |  |  | 3,324,333 |
Other assets: |  |  |  |  |  |  |
Investments held in Rabbi Trust | 27,065 |  |  | — |  |  | — |  |  | 27,065 |
Derivative assets | 411 |  |  | 65,132 |  |  | — |  |  | 65,543 |
Total assets | $ | 401,193 |  |  | $ | 3,043,423 |  |  | $ | — |  |  | $ | 3,444,616 |
Other liabilities: |  |  |  |  |  |  |
Deferred compensation liabilities | $ | 27,065 |  |  | $ | — |  |  | $ | — |  |  | $ | 27,065 |
Derivative liabilities | 357 |  |  | 89,976 |  |  | — |  |  | 90,333 |
Total liabilities | $ | 27,422 |  |  | $ | 89,976 |  |  | $ | — |  |  | $ | 117,398 |

| 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 |

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 March 31, 2022 and December 31, 2021 were based on the price that secondary market investors were offering for loans with similar characteristics.
30

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 ($392.8 million at March 31, 2022 and $383.4 million at December 31, 2021) and other corporate debt issued by non-financial institutions ($2.8 million at March 31, 2022 and December 31, 2021).
Level 2 investments include subordinated debt and senior debt, and other corporate debt issued by non-financial institutions at March 31, 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 ($0.4 million at March 31, 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 ($3.4 million at March 31, 2022 and $2.4 million at December 31, 2021) and the fair value of interest rate swaps ($61.8 million at March 31, 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 ($0.4 million at March 31, 2022 and $0.3 million at December 31, 2021).
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 March 31, 2022 and $0.0 million at December 31, 2021) and the fair value of interest rate swaps ($89.3 million at March 31, 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.
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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 March 31, 2022 |  | (in thousands)
Balance at December 31, 2021 |  |  | $ | 74,667 |
Sales |  |  | (74,823) |
Unrealized adjustment to fair value (1) |  |  | 156 |
Balance at March 31, 2022 |  |  | $ | — |
Three months ended March 31, 2021 |  |  |
Balance at December 31, 2020 |  |  | $ | 98,206 |
Sales |  |  | (24,619) |
Unrealized adjustment to fair value (1) |  |  | 2,617 |
Balance at March 31, 2021 |  |  | $ | 76,204 |

(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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Loans, net | $ | 113,034 |  |  | $ | 118,458 |
OREO | 2,014 |  |  | 1,817 |
MSRs (1) | 47,609 |  |  | 35,393 |
Total assets | $ | 162,657 |  |  | $ | 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.
The valuation techniques used to measure fair value for the items in the table above are as follows:
•Net loans – 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 March 31, 2022 valuation were 8.8% and 8.5%, 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.
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The following tables detail the book values and the estimated fair values of the Corporation’s financial instruments as of March 31, 2022 and December 31, 2021.

| March 31, 2022
|  | Estimated Fair Value
| Carrying Amount | Level 1 | Level 2 | Level 3 | Total
| (in thousands)
FINANCIAL ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 1,157,965 |  | $ | 1,157,965 |  | $ | — |  | $ | — |  | $ | 1,157,965 |
FRB and FHLB stock | 57,729 |  | — |  | 57,729 |  | — |  | 57,729 |
Loans held for sale | 27,675 |  | — |  | 27,675 |  | — |  | 27,675 |
AFS securities | 3,324,333 |  | 373,717 |  | 2,950,616 |  | — |  | 3,324,333 |
HTM securities | 964,341 |  | — |  | 888,989 |  | — |  | 888,989 |
Net loans | 18,232,414 |  | — |  | — |  | 17,588,031 |  | 17,588,031 |
Accrued interest receivable | 55,102 |  | 55,102 |  | — |  | — |  | 55,102 |
Other assets | 478,961 |  | 364,206 |  | 65,132 |  | 49,623 |  | 478,961 |
FINANCIAL LIABILITIES |  |  |  |  |
Demand and savings deposits | $ | 19,632,873 |  | $ | 19,632,873 |  | $ | — |  | $ | — |  | $ | 19,632,873 |
Brokered deposits | 248,833 |  | 228,833 |  | 20,514 |  | — |  | 249,347 |
Time deposits | 1,659,468 |  | — |  | 1,657,129 |  | — |  | 1,657,129 |
Accrued interest payable | 4,713 |  | 4,713 |  | — |  | — |  | 4,713 |
Short-term borrowings | 452,440 |  | 452,440 |  | — |  | — |  | 452,440 |
Long-term borrowings | 556,494 |  | — |  | 509,423 |  | — |  | 509,423 |
Other liabilities | 299,695 |  | 195,786 |  | 89,976 |  | 13,933 |  | 299,695 |

| 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 |
Net loans | 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.
33

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 March 31, 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.
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 March 31 |  |
| 2022 |  | 2021 |  |  |  |
Weighted average shares outstanding (basic) | 160,588 |  |  | 162,441 |  |  |  |  |
Impact of common stock equivalents | 1,323 |  |  | 1,296 |  |  |  |  |
Weighted average shares outstanding (diluted) | 161,911 |  |  | 163,737 |  |  |  |  |
Per share: |  |  |  |  |  |  |
Basic | $ | 0.38 |  |  | $ | 0.43 |  |  |  |  |
Diluted | 0.38 |  |  | 0.43 |  |  |  |  |

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.
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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.
As of March 31, 2022, the Employee Equity Plan had 9.6 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 108,000 shares reserved for future grants through 2029.
The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (in thousands)
Compensation expense | $ | 2,955 |  |  | $ | 1,902 |  |  |  |  |
Tax benefit | (603) |  |  | (414) |  |  |  |  |
Total stock-based compensation, net of tax | $ | 2,352 |  |  | $ | 1,488 |  |  |  |  |

NOTE 12 – Employee Benefit Plans
The net periodic pension cost for the Corporation’s Pension Plan consisted of the following components:

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (in thousands)
Interest cost | $ | 598 |  |  | $ | 561 |  |  |  |  |
Expected return on plan assets | (1,098) |  |  | (1,011) |  |  |  |  |
Net amortization and deferral | 163 |  |  | 504 |  |  |  |  |
Net periodic pension cost | $ | (337) |  |  | $ | 54 |  |  |  |  |

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

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (in thousands)
Interest cost | $ | 8 |  |  | $ | 8 |  |  |  |  |
Net accretion and deferral | (131) |  |  | (134) |  |  |  |  |
Net periodic benefit | $ | (123) |  |  | $ | (126) |  |  |  |  |

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.
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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 facilities. These obligations are underwritten consistently 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 March 31, 2022 and December 31, 2021, the ACL - OBS credit exposures for unfunded lending commitments was $9.0 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:

| March 31, 2022 |  | December 31, 2021
| (in thousands)
Commitments to extend credit | $ | 8,617,613 |  |  | $ | 8,731,168 |
Standby letters of credit | 288,676 |  |  | 298,275 |
Commercial letters of credit | 53,496 |  |  | 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 March 31, 2022 and December 31, 2021, the total reserve for losses on residential mortgage loans sold was $1.1 million, including reserves for both representation and warranty and credit loss exposures. In addition, a component of ACL - OBS credit exposures of $3.9 million and $3.8 million, as of March 31, 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
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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.
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"). The Corporation is not able to provide any assurance that the Court will grant the Motion. If the Court grants the Motion, 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 – Business Combinations
On March 2, 2022, the Corporation announced that it had entered into the Merger Agreement with Prudential. Under the terms of the Merger Agreement, Prudential will merge with and into the Corporation. The parties anticipate the Merger will close in
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the third quarter of 2022, subject to regulatory approvals, Prudential shareholder approval and the satisfaction of other customary conditions.
Included in non-interest expense for the first quarter of 2022 was $0.4 million for Merger-related expenses.
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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 in 1982, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated financial statements and other financial information presented in this report.
FORWARD-LOOKING STATEMENTS
The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.
Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, 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;
◦the effects of adverse outcomes in litigation and governmental or administrative proceedings;
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◦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;
◦the timing and completion of the Merger is dependent on the satisfaction of customary closing conditions, including approval by Prudential shareholders, which cannot be assured, and various other factors that cannot be predicted with precision at this point;
◦the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement;
◦completion of the Merger is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner or at all or may be subject to conditions which may cause additional significant expense or delay the consummation of the Merger;
◦potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger;
◦the outcome of any legal proceedings related to the Merger which may be instituted against the Corporation or Prudential;
◦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 and Prudential.
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 and elsewhere in this report, including in Note 13 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements and in Item 1A. "Risk Factors".
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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 March 31 |  |
| 2022 |  | 2021 |  |  |  |
Net income (in thousands) | $ | 64,288 |  | $ | 73,063 |  |  |  |
Net income available to common shareholders (in thousands) | $ | 61,726 |  | $ | 70,472 |  |  |  |
Diluted net income available to common shareholders per share | $ | 0.38 |  | $ | 0.43 |  |  |  |
Return on average assets, annualized | 1.02 | % |  | 1.14 | % |  |  |  |
Return on average common shareholders' equity, annualized | 10.03 | % |  | 11.73 | % |  |  |  |
Return on average common shareholders' equity (tangible), annualized (1) | 12.88 | % |  | 15.00 | % |  |  |  |
Net interest margin (2) | 2.78 | % |  | 2.79 | % |  |  |  |
Efficiency ratio (1) | 65.8 | % |  | 63.0 | % |  |  |  |
Non-performing assets to total assets | 0.64 | % |  | 0.60 | % |  |  |  |
Annualized net charge-offs to average loans | (0.02) | % |  | 0.13 | % |  |  |  |

(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 and by 50 bps to 0.75%-1.00% at its May 2022 meeting.
Business Combinations
On March 2, 2022, the Corporation announced that it had entered into the Merger Agreement with Prudential. Under the terms of the Merger Agreement, Prudential will merge with and into the Corporation. The parties anticipate the Merger will close in the third quarter of 2022, subject to regulatory approvals, Prudential shareholder approval and the satisfaction of other customary conditions.
Included in non-interest expense for the first quarter of 2022 was $0.4 million for Merger-related expenses.
COVID-19
The COVID-19 pandemic has caused substantial disruptions in economic and social activity, both globally and in the United States. The spread of COVID-19, and related governmental actions to respond to the pandemic have caused severe disruptions in the U.S. economy, which have, in turn, disrupted the business, activities, and operations of the Corporation’s customers as well as the Corporation’s own business and operations. The resulting impacts of the pandemic have continued to cause changes in consumer and business spending, borrowing needs and saving habits that have and will likely continue to affect the demand for loans and other products and services the Corporation offers, as well as the creditworthiness of its borrowers. The significant impact on commercial activity and disruptions in supply chains associated with the pandemic, both nationally and in the Corporation’s markets, may cause customers, vendors and counterparties to be unable to meet existing payment or other obligations to the Corporation.
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While the impacts from the COVID-19 pandemic have diminished, there remains significant uncertainty concerning the breadth and duration of the economic and social disruptions caused by the COVID-19 pandemic and their impact on the U.S. economy. The extent to which the pandemic continues to impact the Corporation’s operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the continuing progression of the COVID-19 pandemic, whether there are additional outbreaks of COVID-19 and its variants, including vaccine-resistant variants, and the actions taken to contain it or treat its impact. If the pandemic continues to cause significant negative impacts to economic conditions, the Corporation’s results of operations, financial condition and cash flows could be materially adversely impacted.
See additional discussion in "Results of Operations" and "Financial Condition" of Management's Discussion.
Financial Highlights
Following is a summary of the financial highlights for the three months ended March 31, 2022:
•Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $61.7 million for the three months ended March 31, 2022, an $8.7 million decrease compared to $70.5 million for the same period in 2021. Diluted net income per share was $0.38, a $0.05 decrease compared to the same period in 2021.
•Net Interest Income - Net interest income decreased $3.1 million, or 1.9%, for the three months ended March 31, 2022 compared to the same period in 2021. The decrease was driven by a decline of $15.0 million in PPP loan fees, partially offset by a decline in interest expense on interest-bearing deposits and long-term borrowings of $4.0 million and $4.7 million, respectively. Overall, net interest margin decreased 1 bp for the three months ended March 31, 2022 compared to the same period in 2021.
◦Net Interest Margin - For the three months ended March 31, 2022, the yield on interest-earning assets declined by 15 bps to 2.98% and the rate on interest-bearing liabilities declined by 20 bps to 0.31%.
◦Loan Growth - Average Net loans decreased by $597.5 million, or 3.1%, for the three months ended March 31, 2022 compared to the same period in 2021. The decrease was largely driven by a $1.5 billion decline in PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in residential mortgage loans and commercial mortgage loans of $703.8 million and $165.9 million, respectively.
◦Deposit Growth - Average deposits grew $363.2 million, or 1.7%, for the three months ended March 31, 2022 compared to the same period in 2021, driven by growth in non-interest bearing demand deposits and savings and money market deposits of $758.4 million and $299.5 million, respectively, partially offset by a decline in time deposits of $0.5 million. At March 31, 2022, the loan-to-deposit ratio was 85.8% as compared to 84.9% at December 31, 2021.
•Asset Quality - Non-performing assets increased $9.1 million, or 5.9%, as of March 31, 2022 compared to December 31, 2021, and were 0.64% and 0.60% of total assets as of those dates, respectively. For the three months ended March 31, 2022 and 2021, annualized net charge-offs to average loans outstanding were (0.02)% and 0.13%, respectively. The provision for credit losses was a negative $7.0 million for the three months ended March 31, 2022, a decrease of $1.5 million from the same period of 2021. The negative provision for credit losses for the first quarter of 2022 was recorded to adjust the ACL as a result of improved economic conditions.
•Non-interest Income - For the three months ended March 31, 2022, non-interest income, excluding net investment securities gains, decreased $6.7 million, or 10.8%, compared to the same period in 2021. The decrease was primarily the result of a decrease in mortgage banking income of $9.4 million, partially offset by an increase of $2.1 million in wealth management revenues.
•Non-interest Expense - Non-interest expense decreased $32.4 million, or 18.2%, for the three months ended March 31, 2022 compared to the same period in 2021. The decrease during the quarter was largely driven by debt extinguishment expenses in 2021 of $32.2 million.
•Income Taxes - Income tax expense for the three months ended March 31, 2022 was $13.3 million, a $0.6 million decrease from $13.9 million for the same period in 2021. The Corporation’s ETR was 17.1% for the three months ended March 31, 2022 compared to 16.0% in the same period in 2021. The ETR is generally lower than the federal
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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.
Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure:

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (dollars in thousands)
Return on average common shareholders' equity (tangible)
Net income available to common shareholders | $ | 61,726 |  |  | $ | 70,472 |  |  |  |  |
Plus: Merger-related expenses, net of tax | 317 |  |  | — |  |  |  |  |
Plus: Intangible amortization, net of tax | 138 |  |  | 90 |  |  |  |  |
Numerator | $ | 62,181 |  |  | $ | 70,562 |  |  |  |  |
Average common shareholders' equity | $ | 2,688,834 |  |  | $ | 2,637,098 |  |  |  |  |
Less: Average goodwill and intangible assets | (537,976) |  |  | (536,601) |  |  |  |  |
Less: Average preferred stock | (192,878) |  |  | (192,878) |  |  |  |  |
Average tangible common shareholders' equity (denominator) | $ | 1,957,980 |  |  | $ | 1,907,619 |  |  |  |  |
Return on average common shareholders' equity (tangible), annualized | 12.88 | % |  | 15.00 | % |  |  |  |
Efficiency ratio |  |  |  |  |  |  |
Non-interest expense | $ | 145,978 |  |  | $ | 178,384 |  |  |  |  |
Less: Amortization of tax credit investments | (696) |  |  | (1,531) |  |  |  |  |
Less: Merger-related expenses | (401) |  |  | — |  |  |  |  |
Less: Intangible amortization | (176) |  |  | (115) |  |  |  |  |
Less: Debt extinguishment cost | — |  |  | (32,163) |  |  |  |  |
Numerator | $ | 144,705 |  |  | $ | 144,575 |  |  |  |  |
Net interest income | $ | 161,310 |  |  | $ | 164,449 |  |  |  |  |
Tax equivalent adjustment | 3,288 |  |  | 2,979 |  |  |  |  |
Plus: Total non-interest income | 55,256 |  |  | 95,397 |  |  |  |  |
Less: Investment securities gains, net | (19) |  |  | (33,475) |  |  |  |  |
Denominator | $ | 219,835 |  |  | $ | 229,350 |  |  |  |  |
Efficiency ratio | 65.8 | % |  | 63.0 | % |  |  |  |

Presented on a FTE basis, using a 21% federal tax rate.
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RESULTS OF OPERATIONS
Three months ended March 31, 2022 compared to the three months ended March 31, 2021
Net Interest Income
FTE net interest income decreased $2.8 million to $164.6 million for the three months ended March 31, 2022, from $167.4 million in the same period in 2021. The NIM decreased 1 bp, to 2.78%, compared to 2.79% 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 March 31
| 2022 |  | 2021
| Average Balance |  | Interest |  | Yield/ Rate |  | Average Balance |  | Interest |  | Yield/ Rate
ASSETS | (dollars in thousands)
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |
Net loans (1) | $ | 18,383,118 |  |  | $ | 151,127 |  |  | 3.32 | % |  | $ | 18,980,586 |  |  | $ | 165,462 |  |  | 3.53 | %
Taxable investment securities (2) | 3,073,643 |  |  | 15,213 |  |  | 1.71 |  |  | 2,438,496 |  |  | 13,691 |  |  | 2.08 |
Tax-exempt investment securities (2) | 1,152,709 |  |  | 9,038 |  |  | 3.13 |  |  | 911,648 |  |  | 7,156 |  |  | 3.13 |
Total investment securities | 4,226,352 |  |  | 24,251 |  |  | 2.29 |  |  | 3,350,144 |  |  | 20,847 |  |  | 2.49 |
Loans held for sale | 28,549 |  |  | 241 |  |  | 3.37 |  |  | 53,465 |  |  | 471 |  |  | 3.53 |
Other interest-earning assets | 1,258,174 |  |  | 671 |  |  | 0.22 |  |  | 1,900,199 |  |  | 1,136 |  |  | 0.24 |
Total interest-earning assets | 23,896,193 |  |  | 176,290 |  |  | 2.98 |  |  | 24,284,394 |  |  | 187,916 |  |  | 3.13 |
Noninterest-earning assets: |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks | 162,320 |  |  |  |  |  |  | 120,181 |  |  |  |  |
Premises and equipment | 219,932 |  |  |  |  |  |  | 230,649 |  |  |  |  |
Other assets | 1,595,039 |  |  |  |  |  |  | 1,728,473 |  |  |  |  |
Less: ACL - loans (3) | (251,022) |  |  |  |  |  |  | (280,881) |  |  |  |  |
Total Assets | $ | 25,622,462 |  |  |  |  |  |  | $ | 26,082,816 |  |  |  |  |
LIABILITIES AND SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |
Demand deposits | $ | 5,664,987 |  |  | $ | 728 |  |  | 0.05 | % |  | $ | 5,832,174 |  |  | $ | 1,160 |  |  | 0.08 | %
Savings and money market deposits | 6,436,548 |  |  | 1,021 |  |  | 0.06 |  |  | 6,137,084 |  |  | 1,526 |  |  | 0.10 |
Brokered deposits | 250,350 |  |  | 216 |  |  | 0.35 |  |  | 324,364 |  |  | 395 |  |  | 0.49 |
Time deposits | 1,697,063 |  |  | 3,640 |  |  | 0.87 |  |  | 2,150,570 |  |  | 6,521 |  |  | 1.23 |
Total interest-bearing deposits | 14,048,948 |  |  | 5,605 |  |  | 0.16 |  |  | 14,444,192 |  |  | 9,602 |  |  | 0.27 |
Short-term borrowings | 423,949 |  |  | 121 |  |  | 0.12 |  |  | 570,775 |  |  | 188 |  |  | 0.13 |
Long-term borrowings | 609,866 |  |  | 5,966 |  |  | 3.91 |  |  | 1,271,170 |  |  | 10,698 |  |  | 3.38 |
Total interest-bearing liabilities | 15,082,763 |  |  | 11,692 |  |  | 0.31 |  |  | 16,286,137 |  |  | 20,488 |  |  | 0.51 |
Noninterest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |
Demand deposits | 7,431,235 |  |  |  |  |  |  | 6,672,832 |  |  |  |  |
Other liabilities | 419,630 |  |  |  |  |  |  | 486,749 |  |  |  |  |
Total Liabilities | 22,933,628 |  |  |  |  |  |  | 23,445,718 |  |  |  |  |
Total Deposits/Cost of deposits | 21,480,183 |  |  |  |  | 0.11 |  |  | 21,117,024 |  |  |  |  | 0.18 |
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds | 22,513,998 |  |  |  |  | 0.21 |  |  | 22,958,969 |  |  |  |  | 0.36 |
Shareholders’ equity | 2,688,834 |  |  |  |  |  |  | 2,637,098 |  |  |  |  |
Total Liabilities and Shareholders’ Equity | $ | 25,622,462 |  |  |  |  |  |  | $ | 26,082,816 |  |  |  |  |
Net interest income/FTE NIM |  |  | 164,598 |  |  | 2.78 | % |  |  |  | 167,428 |  |  | 2.79 | %
Tax equivalent adjustment |  |  | (3,288) |  |  |  |  |  |  | (2,979) |  |  |
Net interest income |  |  | $ | 161,310 |  |  |  |  |  |  | $ | 164,449 |  |  |

(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.
44

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 March 31, 2022 in comparison to the same period in 2021:

| 2022 vs. 2021 Increase (Decrease) due to change in
| Volume |  | Rate |  | Net
| (in thousands)
FTE Interest income on: |  |  |  |  |
Net loans (1) | $ | (4,960) |  |  | $ | (9,375) |  |  | $ | (14,335) |
Taxable investment securities | 3,548 |  |  | (2,026) |  |  | 1,522 |
Tax-exempt investment securities | 1,882 |  |  | — |  |  | 1,882 |
Loans held for sale | (210) |  |  | (20) |  |  | (230) |
Other interest-earning assets | (373) |  |  | (92) |  |  | (465) |
Total interest income | $ | (113) |  |  | $ | (11,513) |  |  | $ | (11,626) |
Interest expense on: |  |  |  |  |
Demand deposits | $ | (31) |  |  | $ | (401) |  |  | $ | (432) |
Savings and money market deposits | 77 |  |  | (582) |  |  | (505) |
Brokered deposits | (79) |  |  | (100) |  |  | (179) |
Time deposits | (1,206) |  |  | (1,675) |  |  | (2,881) |
Short-term borrowings | (52) |  |  | (15) |  |  | (67) |
Long-term borrowings | (6,189) |  |  | 1,457 |  |  | (4,732) |
Total interest expense | $ | (7,480) |  |  | $ | (1,316) |  |  | $ | (8,796) |

(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 first quarter of 2021, FTE total interest income in the first quarter of 2022 decreased $11.6 million, or 6.2%, primarily due to a decrease of $11.5 million attributable to changes in rate of which $9.4 million related to Net loans. The yield on average interest-earning assets declined 15 basis points in the first quarter of 2022 compared to the same period in 2021.
In the first quarter of 2022, interest expense decreased $8.8 million compared to the first quarter of 2021, primarily due to the decrease in the volume of interest-bearing liabilities of $7.5 million. The decrease attributable to volume was primarily driven by the $661.3 million decrease in average long-term borrowings that resulted in a $6.2 million decrease in interest expense, partially offset by a $1.5 million increase in interest expense attributable to changes in the rate on long-term borrowings, which increased 53 bps. The Corporation completed a balance sheet restructuring in March of 2021, which included the prepayment of $536.0 million of FHLB advances and the cash tender for $75.0 million and $60.0 million of subordinated debt and senior notes, respectively.
45

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

| Three months ended March 31 |  | Increase (Decrease)
| 2022 |  | 2021 |  | in Balance
| Balance |  | Yield |  | Balance |  | Yield |  | $ |  | %
| (dollars in thousands)
Real estate – commercial mortgage | $ | 7,294,914 |  |  | 3.19 | % |  | $ | 7,128,997 |  |  | 3.15 | % |  | $ | 165,917 |  |  | 2.3 | %
Commercial and industrial (1) | 4,213,014 |  |  | 3.06 |  |  | 5,722,080 |  |  | 2.57 |  |  | (1,509,066) |  |  | (26.4) |
Real estate – residential mortgage | 3,887,428 |  |  | 3.30 |  |  | 3,183,585 |  |  | 3.52 |  |  | 703,843 |  |  | 22.1 |
Real estate – home equity | 1,106,319 |  |  | 3.74 |  |  | 1,175,218 |  |  | 3.75 |  |  | (68,899) |  |  | (5.9) |
Real estate – construction | 1,137,649 |  |  | 3.05 |  |  | 1,054,718 |  |  | 3.09 |  |  | 82,931 |  |  | 7.9 |
Consumer | 471,129 |  |  | 5.15 |  |  | 459,038 |  |  | 4.13 |  |  | 12,091 |  |  | 2.6 |
Equipment lease financing | 236,388 |  |  | 3.79 |  |  | 266,405 |  |  | 4.11 |  |  | (30,017) |  |  | (11.3) |
Other (2) | 36,277 |  |  | — |  |  | (9,455) |  |  | — |  |  | 45,732 |  |  | N/M
Total loans | $ | 18,383,118 |  |  | 3.32 | % |  | $ | 18,980,586 |  |  | 3.53 | % |  | $ | (597,468) |  |  | (3.1) | %

(1) Includes average PPP loans of $0.2 billion and $1.7 billion for the three months ended March 31, 2022 and 2021, respectively.
(2) Consists of overdrafts and net origination fees and costs.
During the first quarter of 2022, average loans decreased $597.5 million, or 3.1%, compared to the same period in 2021. The decrease was largely driven by a $1.5 billion decline in PPP loans due to the repayment of these loans upon forgiveness by the SBA, partially offset by increases in residential mortgage loans and commercial mortgage loans of $703.8 million and $165.9 million, respectively.
Average deposits and average interest rates, by type, are summarized in the following table:

| Three months ended March 31 |  | Increase (Decrease) in Balance
| 2022 |  | 2021 |
| Balance |  | Rate |  | Balance |  | Rate |  | $ |  | %
| (dollars in thousands)
Noninterest-bearing demand | $ | 7,431,235 |  |  | — | % |  | $ | 6,672,832 |  |  | — | % |  | $ | 758,403 |  |  | 11.4 | %
Interest-bearing demand | 5,664,987 |  |  | 0.05 |  |  | 5,832,174 |  |  | 0.08 |  |  | (167,187) |  |  | (2.9) |
Savings and money market deposits | 6,436,548 |  |  | 0.06 |  |  | 6,137,084 |  |  | 0.10 |  |  | 299,464 |  |  | 4.9 |
Total demand and savings | 19,532,770 |  |  | 0.04 |  |  | 18,642,090 |  |  | 0.06 |  |  | 890,680 |  |  | 4.8 |
Brokered deposits | 250,350 |  |  | 0.35 |  |  | 324,364 |  |  | 0.49 |  |  | (74,014) |  |  | (22.8) |
Time deposits | 1,697,063 |  |  | 0.87 |  |  | 2,150,570 |  |  | 1.23 |  |  | (453,507) |  |  | (21.1) |
Total deposits | $ | 21,480,183 |  |  | 0.11 | % |  | $ | 21,117,024 |  |  | 0.18 | % |  | $ | 363,159 |  |  | 1.7 | %

The cost of total deposits decreased 7 bps, to 0.11%, for the first quarter of 2022, compared to 0.18% for the same period in 2021, primarily due to the change in mix of deposits with increases in noninterest-bearing demand deposits and savings and money market deposits of $758.4 million and $299.5 million, respectively, and a $453.5 million decrease in time deposits.
46

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

| Three months ended March 31 |  | Increase (Decrease)
| 2022 |  | 2021 |  | in Balance
| Balance |  | Rate |  | Balance |  | Rate |  | $ |  | %
Short-term borrowings: | (dollars in thousands)
Customer funding(1) | $ | 423,949 |  |  | 0.12 | % |  | $ | 570,775 |  |  | 0.13 | % |  | $ | (146,826) |  |  | (25.7) | %
Long-term borrowings: |  |  |  |  |  |  |  |  |  |  |
FHLB advances | — |  |  | — |  |  | 513,744 |  |  | 1.80 |  |  | (513,744) |  |  | N/M
Other long-term debt | 609,866 |  |  | 3.91 |  |  | 757,426 |  |  | 4.44 |  |  | (147,560) |  |  | (19.5) |
Total long-term borrowings | 609,866 |  |  | 3.91 |  |  | 1,271,170 |  |  | 3.38 |  |  | (661,304) |  |  | (52.0) |
Total borrowings | $ | 1,033,815 |  |  | 2.36 | % |  | $ | 1,841,945 |  |  | 2.37 | % |  | $ | (808,130) |  |  | (43.9) | %

(1) Includes repurchase agreements and short-term promissory notes.
Average total short-term borrowings decreased $146.8 million, or 25.7%, in the first quarter of 2022, compared to the same period in 2021.
Average total long-term borrowings decreased $661.3 million, or 52.0%, in the first quarter of 2022, compared to the same period in 2021, primarily as a result of the balance sheet restructuring completed in 2021, which included the prepayment of $536.0 million of long-term FHLB advances and the cash tender for $75.0 million and $60.0 million of the Corporation's outstanding subordinated and senior notes, respectively. This reduction in average long-term borrowings resulted in a $6.2 million reduction of interest expense, partially offset by a 53 bps increase in the rate on average long-term borrowings during the first quarter of 2022 compared to the same period in 2021.
Provision for Credit Losses
The provision for credit losses was a negative $7.0 million for the first quarter of 2022, a decrease of $1.5 million from the same period in 2021. The negative provision for credit losses for the first quarter of 2022 was recorded to adjust the ACL as a result of improved economic conditions.
47

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

| Three months ended March 31 |  | Increase (Decrease)
| 2022 |  | 2021 |  | $ |  | %
| (dollars in thousands)
Commercial banking: |  |  |  |  |  |  |
Merchant and card | $ | 6,097 |  |  | $ | 5,768 |  |  | $ | 329 |  |  | 5.7 | %
Cash management | 5,428 |  |  | 4,921 |  |  | 507 |  |  | 10.3 |
Capital markets | 1,676 |  |  | 2,800 |  |  | (1,124) |  |  | (40.1) |
Other commercial banking | 2,807 |  |  | 2,853 |  |  | (46) |  |  | (1.6) |
Total commercial banking | 16,008 |  |  | 16,342 |  |  | (334) |  |  | (2.0) |
Consumer banking: |  |  |  |  |  |  |
Card | 5,796 |  |  | 5,878 |  |  | (82) |  |  | (1.4) |
Overdraft | 3,772 |  |  | 2,724 |  |  | 1,048 |  |  | 38.5 |
Other consumer banking | 2,106 |  |  | 2,152 |  |  | (46) |  |  | (2.1) |
Total consumer banking | 11,674 |  |  | 10,754 |  |  | 920 |  |  | 8.6 |
Wealth management revenues | 19,428 |  |  | 17,347 |  |  | 2,081 |  |  | 12.0 |
Mortgage banking: |  |  |  |  |  |  |
Gains on sales of mortgage loans | 3,026 |  |  | 8,656 |  |  | (5,630) |  |  | (65.0) |
Mortgage servicing income | 1,550 |  |  | 5,304 |  |  | (3,754) |  |  | (70.8) |
Total mortgage banking | 4,576 |  |  | 13,960 |  |  | (9,384) |  |  | (67.2) |
Other | 3,551 |  |  | 3,519 |  |  | 32 |  |  | 0.9 |
Non-interest income before investment securities gains | 55,237 |  |  | 61,922 |  |  | (6,685) |  |  | (10.8) |
Investment securities gains, net | 19 |  |  | 33,475 |  |  | (33,456) |  |  | (99.9) |
Total Non-Interest Income | $ | 55,256 |  |  | $ | 95,397 |  |  | $ | (40,141) |  |  | (42.1) | %

Excluding net investment securities gains, non-interest income decreased $6.7 million, or 10.8%, in the first quarter of 2022 compared to the same period in 2021.
Compared to the first quarter of 2021, mortgage banking income in the first quarter of 2022 decreased $9.4 million, or 67.2%, as a result of decreased gains on sales of mortgage loans, driven by lower mortgage sales and lower gain-on-sale spreads on loans sold, and a decrease in mortgage servicing income. The decrease in mortgage servicing income was primarily due to a $0.6 million reduction in the MSR valuation allowance in the first quarter of 2022, compared to a $6.1 million reduction to the MSR valuation allowance in the same period in 2021.
In the first quarter of 2022, wealth management revenues increased $2.1 million, or 12.0%, from the first quarter of 2021. The increase in wealth management revenues primarily resulted from growth in brokerage income due to an increase in the number of customer accounts.
Investment securities gains recognized in the first quarter of 2021 was the result of the sale of Visa Shares as part of the balance sheet restructuring completed during the first quarter of 2021.
48

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

| Three months ended March 31 |  | Increase (Decrease)
| 2022 |  | 2021 |  | $ |  | %
| (dollars in thousands)
Salaries and employee benefits | $ | 84,464 |  |  | $ | 82,586 |  |  | $ | 1,878 |  |  | 2.3 | %
Net occupancy | 14,522 |  |  | 13,982 |  |  | 540 |  |  | 3.9 |
Data processing and software | 14,315 |  |  | 13,561 |  |  | 754 |  |  | 5.6 |
Other outside services | 8,167 |  |  | 8,490 |  |  | (323) |  |  | (3.8) |
Equipment | 3,423 |  |  | 3,428 |  |  | (5) |  |  | (0.1) |
FDIC insurance | 3,209 |  |  | 2,624 |  |  | 585 |  |  | 22.3 |
State taxes | 3,037 |  |  | 4,505 |  |  | (1,468) |  |  | (32.6) |
Professional fees | 1,792 |  |  | 2,779 |  |  | (987) |  |  | (35.5) |
Marketing | 1,320 |  |  | 1,002 |  |  | 318 |  |  | 31.7 |
Intangible amortization | 176 |  |  | 115 |  |  | 61 |  |  | 53.0 |
Debt extinguishment | — |  |  | 32,163 |  |  | (32,163) |  |  | (100.0) |
Merger-related expenses | 401 |  |  | — |  |  | 401 |  |  | N/M
Other | 11,152 |  |  | 13,149 |  |  | (1,997) |  |  | (15.2) |
Total non-interest expense | $ | 145,978 |  |  | $ | 178,384 |  |  | $ | (32,406) |  |  | (18.2) | %

Compared to the first quarter of 2021, non-interest expense in the first quarter of 2022 decreased $32.4 million, or 18.2%, primarily as a result of debt extinguishment expenses related to the prepayment of FHLB advances, subordinated debt and senior notes in 2021.
Included in non-interest expense for the first quarter of 2022 was $0.4 million for Merger-related expenses associated with the acquisition of Prudential.
Income Taxes
Income tax expense for the three months ended March 31, 2022 was $13.3 million, a $0.6 million decrease from $13.9 million for the same period in 2021. The Corporation’s ETR was 17.1% for the three months ended March 31, 2022, compared to 16.0% for the same period in 2021.
49

FINANCIAL CONDITION
The table below presents condensed consolidated ending balance sheets.

| March 31, 2022 |  | December 31, 2021 |  | Increase (Decrease)
|  |  | $ |  | %
Assets | (dollars in thousands)
Cash and cash equivalents | $ | 1,157,965 |  |  | $ | 1,638,614 |  |  | $ | (480,649) |  |  | (29.3) | %
FRB and FHLB Stock | 57,729 |  |  | 57,635 |  |  | 94 |  |  | 0.2 |
Loans held for sale | 27,675 |  |  | 35,768 |  |  | (8,093) |  |  | (22.6) |
Investment securities | 4,288,674 |  |  | 4,167,774 |  |  | 120,900 |  |  | 2.9 |
Net loans, less ACL - loans | 18,232,414 |  |  | 18,076,349 |  |  | 156,065 |  |  | 0.9 |
Net premises and equipment | 218,257 |  |  | 220,357 |  |  | (2,100) |  |  | (1.0) |
Goodwill and intangibles | 537,877 |  |  | 538,053 |  |  | (176) |  |  | — |
Other assets | 1,077,719 |  |  | 1,061,848 |  |  | 15,871 |  |  | 1.5 |
Total Assets | $ | 25,598,310 |  |  | $ | 25,796,398 |  |  | $ | (198,088) |  |  | (0.8) | %
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |
Deposits | $ | 21,541,174 |  |  | $ | 21,573,499 |  |  | $ | (32,325) |  |  | (0.1) | %
Short-term borrowings | 452,440 |  |  | 416,764 |  |  | 35,676 |  |  | 8.6 |
Long-term borrowings | 556,494 |  |  | 621,345 |  |  | (64,851) |  |  | (10.4) |
Other liabilities | 478,667 |  |  | 472,110 |  |  | 6,557 |  |  | 1.4 |
Total Liabilities | 23,028,775 |  |  | 23,083,718 |  |  | (54,943) |  |  | (0.2) |
Total Shareholders’ Equity | 2,569,535 |  |  | 2,712,680 |  |  | (143,145) |  |  | (5.3) |
Total Liabilities and Shareholders’ Equity | $ | 25,598,310 |  |  | $ | 25,796,398 |  |  | $ | (198,088) |  |  | (0.8) | %

Cash and Cash Equivalents
Compared to December 31, 2021, cash and cash equivalents in the first quarter of 2022 decreased $480.6 million, or 29.3%, primarily due to a $156.1 million increase in Net loans, a $120.9 million increase in investment securities and a $97.2 million decrease in deposits and long-term borrowings.
Shareholders' Equity
Compared to December 31, 2021, shareholders' equity in the first quarter of 2022 decreased $143.1 million, primarily due to a $186.3 million loss in comprehensive income for the quarter, 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.
50

Investment Securities
The following table presents the carrying amount of investment securities:

| March 31, 2022 |  | December 31, 2021 |  | Increase (Decrease)
|  |  | $ |  | %
Available for Sale | (dollars in thousands)
U.S. Government securities | $ | 373,717 |  |  | $ | 127,618 |  |  | $ | 246,099 |  |  | N/M
State and municipal securities | 1,144,646 |  |  | 1,188,670 |  |  | (44,024) |  |  | (3.7) | %
Corporate debt securities | 395,597 |  |  | 386,133 |  |  | 9,464 |  |  | 2.5 |
Collateralized mortgage obligations | 171,264 |  |  | 209,359 |  |  | (38,095) |  |  | (18.2) |
Residential mortgage-backed securities | 275,602 |  |  | 229,795 |  |  | 45,807 |  |  | 19.9 |
Commercial mortgage-backed securities | 963,507 |  |  | 971,148 |  |  | (7,641) |  |  | (0.8) |
Auction rate securities | — |  |  | 74,667 |  |  | (74,667) |  |  | (100.0) |
Total available for sale securities | $ | 3,324,333 |  |  | $ | 3,187,390 |  |  | $ | 136,943 |  |  | 4.3 | %
Held to Maturity |  |  |  |  |  |  |
Residential mortgage-backed securities | $ | 384,675 |  |  | $ | 404,958 |  |  | $ | (20,283) |  |  | (5.0) | %
Commercial mortgage-backed securities | 579,666 |  |  | 575,426 |  |  | 4,240 |  |  | 0.7 |
Total held to maturity securities | $ | 964,341 |  |  | $ | 980,384 |  |  | $ | (16,043) |  |  | (1.6) | %
Total Investment Securities | $ | 4,288,674 |  |  | $ | 4,167,774 |  |  | $ | 120,900 |  |  | 2.9 | %

Compared to December 31, 2021, total AFS securities in the first quarter of 2022 increased $136.9 million, or 4.3%, primarily due to an increase of $246.1 million in U.S. Government securities, partially offset by a $74.7 million decrease from the sale of ARCs.
In the first quarter of 2022, total HTM securities decreased $16.0 million compared to December 31, 2021, primarily driven by a decrease of $20.3 million in residential mortgage-backed securities.
Loans
The following table presents ending loans outstanding by type:

| March 31, 2022 |  | December 31, 2021 |  | 2022 vs. 2021 Increase (Decrease)
|  |  | $ |  | %
| (dollars in thousands)
Real estate – commercial mortgage | $ | 7,289,376 |  |  | $ | 7,279,080 |  |  | $ | 10,296 |  |  | 0.1 | %
Commercial and industrial (1) | 4,156,981 |  |  | 4,208,327 |  |  | (51,346) |  |  | (1.2) |
Real estate – residential mortgage | 3,946,741 |  |  | 3,846,750 |  |  | 99,991 |  |  | 2.6 |
Real estate – home equity | 1,098,171 |  |  | 1,118,248 |  |  | (20,077) |  |  | (1.8) |
Real estate – construction | 1,210,340 |  |  | 1,139,779 |  |  | 70,561 |  |  | 6.2 |
Consumer | 481,551 |  |  | 464,657 |  |  | 16,894 |  |  | 3.6 |
Equipment lease financing and other | 310,884 |  |  | 283,557 |  |  | 27,327 |  |  | 9.6 |
Overdrafts | 1,928 |  |  | 1,988 |  |  | (60) |  |  | (3.0) |
Gross loans | 18,495,972 |  |  | 18,342,386 |  |  | 153,586 |  |  | 0.8 |
Unearned income | (19,853) |  |  | (17,036) |  |  | (2,817) |  |  | (16.5) | %
Net loans | $ | 18,476,119 |  |  | $ | 18,325,350 |  |  | $ | 150,769 |  |  | 0.8 | %

(1) Includes PPP loans totaling $0.2 billion and $0.3 billion as of March 31, 2022 and December 31, 2021, respectively.
During the first three months of 2022, net loans increased $150.8 million, or 0.8%, compared to the level at December 31, 2021, primarily due to increases in residential mortgage loans, commercial and industrial loans, excluding PPP loans, and construction loans of $100.0 million, $85.5 million and $70.6 million, respectively, offset by a $137.0 million decrease in PPP loans reflected in commercial and industrial loans.
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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 on its balance sheet.
The increase in commercial and industrial loans, excluding PPP loans, was due to solid loan origination volumes along with an increase in existing credit line utilization.
Construction loans include loans to commercial borrowers secured by commercial real estate, loans to commercial borrowers secured by residential real estate, and other construction loans, which are loans to individuals secured by residential real estate. Approximately $8.5 billion, or 46.0%, of the loan portfolio was in commercial mortgage and construction loans as of March 31, 2022.
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 March 31, 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):

| March 31, 2022 |  | December 31, 2021
Real estate (1) | 45.4 | % |  | 44.3 | %
Health care | 6.5 |  |  | 6.7 |
Agriculture | 6.1 |  |  | 6.1 |
Manufacturing | 5.5 |  |  | 5.1 |
Other services (2) | 4.9 |  |  | 5.0 |
Construction (3) | 4.3 |  |  | 3.9 |
Hospitality and food services | 3.7 |  |  | 3.7 |
Wholesale trade | 3.3 |  |  | 2.8 |
Retail | 2.9 |  |  | 3.0 |
Educational services | 2.6 |  |  | 2.7 |
Arts, entertainment and recreation | 2.3 |  |  | 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) | 7.1 |  |  | 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 months ended March 31, 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 March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Balance at December 31, 2021 | $ | 30,141 |  |  | $ | 52,815 |  |  | $ | 901 |  |  | $ | 35,269 |  |  | $ | 8,900 |  |  | $ | 15,640 |  |  | $ | 143,666 |
Additions | 1,397 |  |  | 2,398 |  |  | — |  |  | 319 |  |  | 1,658 |  |  | — |  |  | 5,772 |
Payments | (2,450) |  |  | (1,793) |  |  | (229) |  |  | (1,668) |  |  | (1,028) |  |  | (174) |  |  | (7,342) |
Charge-offs | (227) |  |  | (152) |  |  | — |  |  | — |  |  | (1,052) |  |  | (469) |  |  | (1,900) |
Transfers to accrual status | (349) |  |  | (2,238) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,587) |
Transfers to OREO | (22) |  |  | (630) |  |  | — |  |  | — |  |  | (158) |  |  | — |  |  | (810) |
Balance at March 31, 2022 | $ | 28,490 |  |  | $ | 50,400 |  |  | $ | 672 |  |  | $ | 33,920 |  |  | $ | 8,320 |  |  | $ | 14,997 |  |  | $ | 136,799 |

During the first three months of 2022, non-accrual loans decreased approximately $6.9 million, or 4.8%, primarily as a result of payments, and to a lesser extent, transfers to accrual status and charge-offs, partially offset by additions to non-accrual loans during the period.

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

| March 31, 2022 |  | December 31, 2021 |  |
| (dollars in thousands)
Non-accrual loans | $ | 136,799 |  |  | $ | 143,666 |  |  |
Loans 90 days or more past due and still accruing | 24,182 |  |  | 8,453 |  |  |
Total non-performing loans | 160,981 |  |  | 152,119 |  |  |
OREO (1) | 2,014 |  |  | 1,817 |  |  |
Total non-performing assets | $ | 162,995 |  |  | $ | 153,936 |  |  |
Non-accrual loans to total loans | 0.74 | % |  | 0.78 | % |  |
Non-performing loans to total loans | 0.87 | % |  | 0.83 | % |  |
Non-performing assets to total assets | 0.64 | % |  | 0.60 | % |  |
ACL - loans to non-performing loans | 151 | % |  | 164 | % |  |

(1) Excludes $4.7 million and $6.4 million of residential mortgage properties for which formal foreclosure proceedings were in process as of March 31, 2022 and December 31, 2021, respectively
Non-performing loans increased $8.9 million, or 5.8%, compared to the level at December 31, 2021. Non-performing loans as a percentage of total loans were 0.87% at March 31, 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.
The following table presents TDRs as of the dates shown:

| March 31, 2022 |  | December 31, 2021 |  |
| (in thousands)
Real estate - commercial mortgage | $ | 3,563 |  |  | $ | 3,464 |  |  |
Commercial and industrial | 1,903 |  |  | 1,857 |  |  |
Real estate - residential mortgage | 11,700 |  |  | 11,948 |  |  |
Real estate - home equity | 12,028 |  |  | 12,218 |  |  |
Consumer | 2 |  |  | 5 |  |  |
Total accruing TDRs | 29,196 |  |  | 29,492 |  |  |
Non-accrual TDRs(1) | 52,125 |  |  | 55,945 |  |  |
Total TDRs | $ | 81,321 |  |  | $ | 85,437 |  |  |

(1) Included with non-accrual loans in the preceding table.
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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. For a description of the Corporation's risk ratings, see Note 4, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements.
Total internally risk-rated loans were $12.5 billion, of which $1.1 billion were criticized and classified, as of March 31, 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
| March 31, 2022 |  | December 31, 2021 |  | $ |  | % |  | March 31, 2022 |  | December 31, 2021 |  | $ |  | % |  | March 31, 2022 |  | December 31, 2021
| (dollars in thousands)
Real estate - commercial mortgage | $ | 364,463 |  | $ | 387,279 |  | $ | (22,816) |  |  | (5.9)% |  | $ | 321,298 |  | $ | 331,096 |  | $ | (9,798) |  |  | (3.0)% |  | $ | 685,761 |  | $ | 718,375
Commercial and industrial | 149,008 |  | 142,369 |  | 6,639 |  |  | 4.7 |  | 176,970 |  | 152,219 |  | 24,751 |  |  | 16.3 |  |  | 325,978 |  | 294,588
Real estate - construction (3) | 35,807 |  | 58,841 |  | (23,034) |  |  | (39.1) |  | 4,769 |  | 6,324 |  | (1,555) |  |  | (24.6) |  |  | 40,576 |  | 65,165
Total | $ | 549,278 |  | $ | 588,489 |  | $ | (39,211) |  | (6.7)% |  | $ | 503,037 |  | $ | 489,639 |  | $ | 13,398 |  | 2.7% |  | $ | 1,052,315 |  | $ | 1,078,128
% of total risk rated loans | 4.4 | % |  | 4.7 | % |  |  |  |  |  | 4.0 | % |  | 3.9 | % |  |  |  |  |  | 8.4 | % |  | 8.6 | %

(1) Considered "criticized" loans by banking regulators
(2) Considered "classified" loans by banking regulators
(3) Excludes construction - other

The decrease in total criticized and classified loans that occurred during the three months ended March 31, 2022 was attributed to improved economic conditions.
Provision and Allowance for Credit Losses
The following table presents the components of the ACL:

| March 31, 2022 |  | December 31, 2021
| (dollars in thousands)
ACL - loans | $ | 243,705 |  |  | $ | 249,001 |
ACL - OBS credit exposure (1) | 13,933 |  |  | 14,533 |
Total ACL | $ | 257,638 |  |  | $ | 263,534 |

(1) Included in "other liabilities" on the consolidated balance sheet.
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The following table presents the activity in the ACL:

| Three months ended March 31 |  |
| 2022 |  | 2021 |  |  |  |
| (dollars in thousands)
Average balance of Net loans | $ | 18,383,118 |  |  | $ | 18,980,586 |  |  |  |  |
Balance of ACL at beginning of period | $ | 249,001 |  |  | $ | 277,567 |  |  |  |  |
Loans charged off: |  |  |  |  |  |  |
Commercial and industrial | (227) |  |  | (4,319) |  |  |  |  |
Real estate – commercial mortgage | (152) |  |  | (1,837) |  |  |  |  |
Consumer and real estate – home equity | (1,052) |  |  | (847) |  |  |  |  |
Equipment lease financing and other | (469) |  |  | (968) |  |  |  |  |
Real estate – residential mortgage | — |  |  | (192) |  |  |  |  |
Real estate – construction | — |  |  | (39) |  |  |  |  |
Total loans charged off | (1,900) |  |  | (8,202) |  |  |  |  |
Recoveries of loans previously charged off: |  |  |  |  |  |  |
Commercial and industrial | 1,980 |  |  | 769 |  |  |  |  |
Real estate – commercial mortgage | 112 |  |  | 174 |  |  |  |  |
Consumer and real estate – home equity | 454 |  |  | 440 |  |  |  |  |
Equipment lease financing and other | 154 |  |  | 159 |  |  |  |  |
Real estate – residential mortgage | 222 |  |  | 95 |  |  |  |  |
Real estate – construction | 32 |  |  | 384 |  |  |  |  |
Total recoveries | 2,954 |  |  | 2,021 |  |  |  |  |
Net loans charged off/(recoveries) | 1,054 |  |  | (6,181) |  |  |  |  |
Provision for credit losses (1) | (6,350) |  |  | (5,400) |  |  |  |  |
Balance of ACL at end of period | $ | 243,705 |  |  | $ | 265,986 |  |  |  |  |
Net charge-offs to average loans (annualized) | (0.02) | % |  | 0.13 | % |  |  |  |

(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 March 31, 2022 was negative $6.4 million, compared to a negative provision of $5.4 million recorded for the same period in 2021. Several factors during the first three months of 2022 in comparison to the same period in 2021, including improved economic conditions, reduced the level of the ACL determined to be necessary. 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.
The following table summarizes the allocation of the ACL - loans:

| March 31, 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 | $ | 79,853 |  |  | 39.5 | % |  | $ | 87,970 |  |  | 39.7 | % |  |
Commercial and industrial | 66,511 |  |  | 22.5 |  |  | 67,056 |  |  | 22.9 |  |  |
Real estate - residential mortgage | 55,892 |  |  | 21.3 |  |  | 54,236 |  |  | 21.0 |  |  |
Consumer, home equity, equipment lease financing | 28,146 |  |  | 10.2 |  |  | 26,798 |  |  | 10.2 |  |  |
Real estate - construction | 13,303 |  |  | 6.5 |  |  | 12,941 |  |  | 6.2 |  |  |
Total ACL - loans | $ | 243,705 |  |  | 100.0 | % |  | $ | 249,001 |  |  | 100.0 | % |  |

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

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Deposits and Borrowings
The following table presents ending deposits by type:

| March 31, 2022 |  | December 31, 2021 |  | Increase (Decrease)
|  |  | $ |  | %
| (dollars in thousands)
Noninterest-bearing demand | $ | 7,528,391 |  |  | $ | 7,370,963 |  |  | $ | 157,428 |  |  | 2.1 | %
Interest-bearing demand | 5,625,286 |  |  | 5,819,539 |  |  | (194,253) |  |  | (3.3) |
Savings and money market deposits | 6,479,196 |  |  | 6,403,995 |  |  | 75,201 |  |  | 1.2 |
Total demand and savings | 19,632,873 |  |  | 19,594,497 |  |  | 38,376 |  |  | 0.2 |
Brokered deposits | 248,833 |  |  | 251,526 |  |  | (2,693) |  |  | (1.1) |
Time deposits | 1,659,468 |  |  | 1,727,476 |  |  | (68,008) |  |  | (3.9) |
Total deposits | $ | 21,541,174 |  |  | $ | 21,573,499 |  |  | $ | (32,325) |  |  | (0.1) | %

During the first three months of 2022, total deposits decreased by $32.3 million, or 0.1%, primarily related to a $194.3 million decrease in interest-bearing demand deposits and a $68.0 million decrease in time deposits, partially offset by increases of $157.4 million in noninterest-bearing demand deposits and $75.2 million in savings and money market deposits.
The following table presents ending borrowings by type:

| March 31, 2022 |  | December 31, 2021 |  | Increase (Decrease)
|  |  | $ |  | %
| (dollars in thousands)
Short-term borrowings: |  |  |  |  |  |  |
Customer funding (1) | $ | 452,440 |  |  | $ | 416,764 |  |  | $ | 35,676 |  |  | 8.6 | %
Long-term borrowings: |  |  |  |  |  |  |
Other long-term borrowings | 556,494 |  |  | 621,345 |  |  | (64,851) |  |  | (10.4) |
Total borrowings | $ | 1,008,934 |  |  | $ | 1,038,109 |  |  | $ | (29,175) |  |  | (2.8) | %

(1) Includes repurchase agreements and short-term promissory notes.
During the first three months of 2022, customer funding increased $35.7 million, or 8.6%. In addition, as compared to December 31, 2021, total long-term borrowings decreased $64.9 million due to the maturity of $65.0 million of senior notes with a fixed rate of 3.60%.
Shareholders' Equity
Total shareholders’ equity decreased $143.1 million during the first three months of 2022. The decrease was due primarily to a $186.3 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 $64.3 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.
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.
56

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 March 31, 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 March 31, 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 March 31, 2022 that management believes have changed the Corporation's capital categories.
The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements:

| March 31, 2022 |  | December 31, 2021 |  | Regulatory Minimum for Capital Adequacy |  | Fully Phased-in, with Capital Conservation Buffers
Total Risk-Based Capital (to Risk-Weighted Assets) | 13.8 | % |  | 14.1 | % |  | 8.0 | % |  | 10.5 | %
Tier I Risk-Based Capital (to Risk-Weighted Assets) | 10.9 | % |  | 10.9 | % |  | 6.0 | % |  | 8.5 | %
Common Equity Tier I (to Risk-Weighted Assets) | 10.0 | % |  | 9.9 | % |  | 4.5 | % |  | 7.0 | %
Tier I Leverage Capital (to Average Assets) | 8.9 | % |  | 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.
57

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.
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 March 31, 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 | + $158.6 million |  | 22.8%
+300 bp | + $119.1 million |  | 17.2%
+200 bp | + $79.1 million |  | 11.4%
+100 bp | + $39.1 million |  | 5.6%

(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.
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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 March 31, 2022, the Corporation had no short- or long-term advances outstanding with the FHLB. As of March 31, 2022, the Corporation has borrowing capacity of approximately $5.8 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.
As of March 31, 2022, the Corporation had aggregate federal funds lines of $2.1 billion, with no outstanding borrowings against that amount. 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 March 31, 2022, the Corporation had $1.1 billion of collateralized borrowing availability at the discount window and no outstanding borrowings.
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 Corporation’s sources and uses of funds were discussed in general terms in the "Net Interest Income" section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during the first three months of 2022 used $107.8 million of cash, mainly due to the change in deferred federal income tax and the net impact of other operating activities. Cash used by investing activities was $288.9 million, mainly due to the net of impact from the purchase and sales in AFS securities of $226.2 million and the net increase in loans of $149.7 million. Cash used by financing activities was $83.9 million, primarily due to the decrease in time deposits.
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 March 31, 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 March 31, 2022, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 72% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.
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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.
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
Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021 includes a discussion of the material risks and uncertainties that could adversely affect the Corporation's business, results of operations and financial condition. The information presented below relates to the recently announced proposed acquisition by the Corporation of Prudential and its wholly owned subsidiary, Prudential Bank and updates, and should be read in conjunction with, the risk factors and information disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021.
If the volume weighted average price of the Corporation’s common stock over a specified period prior to completion of the Merger decreases below certain specified thresholds, then Prudential has the right to terminate the Merger Agreement and, accordingly, the Merger may not occur.
The Merger Agreement may be terminated by Prudential in the event that (i) the value of the Merger Consideration determined shortly before the closing date (using the average closing price of the Corporation’s common stock to determine the value of the stock portion of the Merger Consideration) is less than $13.91 per share; and (ii) the percentage decline in the Corporation’s common stock value, comparing the signing date price of the Corporation’s common stock to the average closing price shortly before the closing date, is 20% greater than the decline in the KBW NASDAQ Regional Banking Index over the same period. If Prudential exercises its termination right described in the preceding sentence, the Corporation has the option of adjusting the exchange ratio or adding cash to the per share cash consideration determined in accordance with the Merger Agreement to increase the value of the Merger Consideration, to prevent the termination of the Merger Agreement by Prudential. The "determination period" is the 20 consecutive trading days immediately preceding the determination date (which is the tenth calendar date immediately prior to the closing date or, if such date is not a trading day on NASDAQ, the next preceding trading date).
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
Before the transactions contemplated by the Merger Agreement, including the Merger and the Bank Merger, may be completed, various approvals must be obtained from bank regulatory authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or the Bank Merger or of imposing additional costs or limitations on the Corporation or Fulton Bank following the Merger or the Bank Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the Merger that are not anticipated or cannot be met. If the consummation of the Merger is delayed, including by a delay in receipt of necessary governmental approvals, the Corporation’s business, financial condition and results of operations may also be materially adversely affected.
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The ability of the Corporation and Prudential to complete the Merger is subject to the satisfaction (or waiver by the parties) of the closing conditions set forth in the Merger Agreement, some of which are outside of the parties’ control.
The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Merger. Those conditions include, among others: (i) approval of the Merger Agreement by Prudential’s shareholders, (ii) absence of any governmental order or law prohibiting completion of the Merger, and (iii) declaration by the SEC of the effectiveness of the registration statement for the Corporation’s common stock that is part of the Merger Consideration.
The obligation of each party to consummate the Merger is also conditioned upon (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement, (iii) receipt by such party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, and (iv) the absence of a material adverse effect with respect to the other party since the date of the Merger Agreement. The obligation of the Corporation to consummate the Merger is also conditioned upon the receipt of certain required regulatory approvals and such approvals not containing materially burdensome regulatory conditions. The obligation of Prudential to consummate the Merger is also conditioned upon the receipt of certain required regulatory approvals.
In addition, if the Merger is not completed by November 30, 2022, either the Corporation or Prudential may choose not to proceed with the Merger. Furthermore, the parties can mutually decide to terminate the Merger Agreement at any time, before or after Prudential’s shareholders approve the Merger.
These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed.
In addition, in certain circumstances, the Corporation may terminate the Merger Agreement prior to the approval of the Merger Agreement by Prudential’s shareholders in the event that (i) Prudential receives an acquisition proposal that is “superior” under the criteria set forth in the Merger Agreement and (ii) the Prudential Board of Directors (A) enters into an acquisition agreement with respect to such superior proposal, (B) fails to recommend to Prudential’s shareholders the approval of the Merger Agreement or modifies or qualifies such recommendation in a manner adverse to the Corporation or (C) Prudential determines to pursue such superior proposal in lieu of the Merger. In addition, Prudential may terminate the Merger Agreement prior to Prudential's shareholder approval if Prudential has received a superior proposal and, in accordance with the Merger Agreement, the Prudential Board determines to pursue such superior proposal in lieu of the merger. The Merger Agreement also provides that Prudential will be obligated to pay a termination fee of $6.0 million to the Corporation if the Merger Agreement (i) is terminated by the Corporation or Prudential in the circumstances described in the preceding two sentences or (ii) is terminated by the Corporation because Prudential's shareholders fail to approve the Merger agreement and (A) prior to termination if an acquisition proposal is made to Prudential or to its shareholders publicly and (B) Prudential enters into a definitive agreement with respect to or consummates certain acquisition proposals within 12 months of termination of the Merger Agreement.
Failure of the Merger to be completed, the termination of the Merger Agreement or a significant delay in the consummation of the Merger could negatively impact the Corporation.
If the Merger is not consummated, the Corporation’s ongoing business, financial condition and results of operations may be materially adversely affected and the market price of the Corporation’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, including by the receipt by Prudential of a competing acquisition proposal, the Corporation’s business, financial condition and results of operations may be materially adversely affected.
Additionally, the Corporation’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger, and the market price of the Corporation’s common stock might change to the extent that the current market price reflects a market assumption that the Merger will be completed. If the Merger Agreement is terminated and the Corporation seeks another merger or business combination, the Corporation’s shareholders cannot be certain that the Corporation will be able to find a party willing to engage in a transaction on more attractive terms than the Merger.
The Corporation will incur transaction and integration costs in connection with the Merger and, if the Merger is not completed, the Corporation will have incurred substantial expenses without realizing the expected benefits of the Merger.
The Corporation has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. the Corporation also expects to incur substantial expenses in connection
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with consummation of the Merger and integrating the business, operations, networks, systems, technologies, policies and procedures of Prudential with those of the Corporation.
If the Merger is not completed, the Corporation would have to recognize many of these expenses without realizing the expected benefits of the transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of management attention from pursuing other opportunities and the constraints in the Merger Agreement on the Corporation’s ongoing business during the pendency of the Merger, could have a material adverse effect on the Corporation’s business, financial condition and results of operations.
Sales of substantial amounts of the Corporation’s common stock in the open market by former Prudential shareholders could depress the Corporation’s stock price.
Shares of the Corporation’s common stock that are issued to Prudential’s shareholders in the Merger will be freely tradable without restrictions or further registration under the Securities Act of 1933.
Because of the significantly enhanced liquidity of the Corporation’s common stock as compared to Prudential’s common stock due to the greater public float and trading volume of the Corporation’s common stock relative to Prudential’s common stock, if the Merger is completed, Prudential’s former shareholders may be able to sell substantial amounts of the Corporation’s common stock in the public market following completion of the Merger. Any such sales may cause the market price of the Corporation’s common stock to decrease. These sales might also make it more difficult for the Corporation to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.
The Corporation may fail to realize the anticipated benefits of the Merger and the Bank Merger.
The success of the Merger and the Bank Merger will depend on, among other things, the Corporation’s ability to combine and integrate the business of Prudential into the Corporation’s business. If the Corporation is not able to successfully achieve this objective, the anticipated benefits of the Merger and the Bank Merger may not be realized fully, or at all, or may take longer to realize than expected.
The Corporation and Prudential have operated and, until the consummation of the Merger and the Bank Merger, will continue to operate, independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of the Corporation or Prudential or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of Prudential could choose to discontinue their relationships with the Corporation post-Merger because they prefer doing business with a different financial institution, which would adversely affect the Corporation’s future anticipated performance. These transition matters could have an adverse effect on the combined company for an undetermined amount of time after the consummation of the Merger.
Integrating the businesses of the Corporation and Prudential and converting the two banks’ core operating systems may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits and cost savings of the Merger, which may adversely affect the combined company’s business results and negatively affect the value of the common stock of the combined company following the Merger and the Bank Merger.
The Corporation and Prudential have operated and, until the completion of the Merger, will continue to operate, independently from each other. The success of the Merger and the Bank Merger, including anticipated benefits and cost savings, will depend, in part, on the Corporation’s ability to successfully combine and integrate the businesses and convert the core operating systems of Fulton Bank and Prudential Bank within the Corporation’s projected timeframe in a manner that permits growth opportunities and does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers.
A number of factors could affect the Corporation’s ability to successfully integrate its businesses with the business of Prudential, including any significant delay in obtaining the necessary shareholder or bank regulatory approvals and/or the loss of key employees of Prudential, whose services will be needed to complete the integration and core operating system conversion processes, and who may elect to terminate their employment as a result of or in anticipation of the Merger or for other reasons. The business integration and core operating system conversion could be disruptive to the ongoing businesses of the Corporation or Prudential, causing loss of momentum in one or more of such businesses or inconsistencies or changes in standards, practices, business models, controls, procedures and policies that could adversely affect the ability of the Corporation or Prudential to maintain relationships with customers and employees.
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If the Corporation encounters significant difficulties in the integration process and/or core operating system conversion processes, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve the anticipated benefits of the Merger in the timeframes projected by the Corporation could result in significantly increased costs and decreased revenues. A failure to achieve such anticipated benefits could have a dilutive effect on the combined company’s earnings per share.
The Corporation may not be able to generate incremental business, including expanded products and services offerings, to support the additional investment in Prudential’s market area.
The Corporation’s incremental success in Prudential’s market area will depend, in part, on its ability to successfully offer products and services to customers that Prudential does not currently offer, such as equipment lease financing, wealth management, trust services, investment advisory, foreign exchange, private banking and derivatives. This business strategy may require the Corporation to attract and retain additional qualified and experienced personnel in Prudential’s market area to execute its strategies to support these new products and services. Competition for qualified personnel may be intense, and the Corporation may be unable to retain additional key employees or recruit individuals from other banks and financial institutions, or the Corporation may be unable to do so at a reasonable cost. The Corporation could lose existing customers or fail to acquire new customers, may not adequately address Prudential’s customers in terms of the products and services it offers, and may fail to compete successfully with financial institutions that are already more established within the market area.
The Merger may not be accretive, and may be dilutive, to the Corporation’s earnings per share, which may negatively affect the market price of the Corporation’s common stock.
The Corporation currently expects the Merger to be accretive to earnings per share beginning in the first year after closing (excluding one-time charges). This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the Merger. The Corporation may encounter additional transaction- and integration-related costs or other factors such as a delay in the closing of the Merger, may fail to realize all of the benefits anticipated in the Merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in the Corporation’s earnings per share or decrease or delay the expected accretive effect of the Merger and contribute to a decrease in the price of the Corporation’s common stock.
The Corporation’s decisions regarding the credit risk associated with Prudential Bank’s loan portfolio could be incorrect and its credit mark may be inadequate, which may adversely affect the financial condition and results of operations of the combined company after the closing of the Merger.
Before signing the Merger Agreement, the Corporation conducted extensive due diligence on a significant portion of the Prudential Bank loan portfolio. However, the Corporation’s review did not encompass each and every loan in the Prudential Bank loan portfolio. In accordance with customary industry practices, the Corporation evaluated the Prudential Bank loan portfolio based on various factors including, among other things, historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, and general economic conditions. In this process, the Corporation’s management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate securing the loans, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate. The Corporation will account for the Merger using the acquisition method of accounting. Under the acquisition method, the Corporation will record Prudential’s loans at the estimated fair market value of such loans, with each loan assessed for a “credit mark”, or discount, based on yield and audit adjustments. If the Corporation’s assumptions and judgments turn out to be incorrect, including as a result of the fact that its due diligence review did not cover each individual loan, the Corporation’s estimated credit mark against the Prudential Bank loan portfolio in total may be insufficient to cover actual loan losses after the Merger is completed, and adjustments may be necessary to allow for different economic conditions or adverse developments in the Prudential Bank loan portfolio. Additionally, deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside the Corporation or Prudential’s control, may require an increase in the provision for loan losses. Material additions to the credit mark and/or allowance for loan losses would materially decrease the Corporation’s net income and would result in extra regulatory scrutiny and possibly supervisory action.
The Corporation’s management may be required to dedicate significant time and effort to the integration of the Corporation and Prudential, which could divert management attention from other business concerns.
It is possible that the integration process could result in the diversion of the attention of the Corporation’s management, the disruption or interruption of, or the loss of momentum in, the Corporation’s ongoing business or inconsistencies in standards,
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controls, procedures and policies, any of which could adversely affect the ability of the Corporation to maintain relationships its customers and employees or the ability of the Corporation to achieve the anticipated benefits of the Merger, or could reduce the earnings or otherwise adversely affect the Corporation’s business and financial results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) On February 9, 2021, the Corporation announced that its board of directors approved the repurchase of up to $75.0 million of the Corporation's outstanding common stock through December 31, 2021. On November 19, 2021, the Corporation announced that its board of directors had approved an extension of this program through March 31, 2022. During the three months ended March 31, 2022, no shares were repurchased under this program.
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.
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Item 6. Exhibits

2.1 |  |  | Agreement and Plan of Merger with P r u dential Ban corp, Inc. dated March 1, 2022 - Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on F o r m 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 o n 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: |  | May 9, 2022 |  | /s/ E. Philip Wenger
|  |  |  | E. Philip Wenger
|  |  |  | Chairman and Chief Executive Officer
Date: |  | May 9, 2022 |  | /s/ Mark R. McCollom
|  |  |  | Mark R. McCollom
|  |  |  | Senior Executive Vice President and Chief Financial Officer

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