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þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Michigan
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38-2022454
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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235 E. Main Street
Midland, Michigan
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48640
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Consolidated Statements of Financial Position as of
March 31, 2017 (unaudited) and December 31, 2016
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Consolidated Statements of Income for the Three
Months Ended March 31, 2017 and 2016 (unaudited)
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Consolidated Statements of Comprehensive Income for the Three
Months Ended March 31, 2017 and 2016 (unaudited)
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Consolidated Statements of Changes in Shareholders’ Equity for the
Three Months Ended March 31, 2017 and 2016 (unaudited)
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Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2017 and 2016 (unaudited)
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(Dollars in thousands, except per share data)
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March 31, 2017
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December 31, 2016
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||||
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(Unaudited)
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||||
Assets
|
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||||||
Cash and cash equivalents:
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||||
Cash and cash due from banks
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$
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191,940
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$
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237,758
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Interest-bearing deposits with the Federal Reserve Bank and other banks
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249,840
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|
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236,644
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Total cash and cash equivalents
|
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441,780
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474,402
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Investment securities:
|
|
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||||
Available-for-sale, at fair value
|
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1,275,846
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1,234,964
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Held-to-maturity, at amortized cost (fair value of $639,800 and $608,531, respectively)
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647,192
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623,427
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Total investment securities
|
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1,923,038
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1,858,391
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Loans held-for-sale, at fair value
|
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39,123
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81,830
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||
Loans
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13,273,392
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12,990,779
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Allowance for loan losses
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(78,774
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)
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|
(78,268
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)
|
||
Net loans
|
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13,194,618
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12,912,511
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Premises and equipment
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142,763
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145,012
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Loan servicing rights ($64,604 and $48,085 measured at fair value, respectively)
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64,604
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58,315
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||
Goodwill
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1,133,534
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1,133,534
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Other intangible assets
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38,848
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40,211
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Interest receivable and other assets
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658,665
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650,973
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Total assets
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$
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17,636,973
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$
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17,355,179
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Liabilities
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Deposits:
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|
||||
Noninterest-bearing
|
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$
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3,399,287
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$
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3,341,520
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Interest-bearing
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9,733,060
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9,531,602
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Total deposits
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13,132,347
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12,873,122
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Interest payable and other liabilities
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114,789
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134,637
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Securities sold under agreements to repurchase with customers
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398,910
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343,047
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Short-term borrowings
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900,000
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825,000
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Long-term borrowings
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490,876
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597,847
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Total liabilities
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15,036,922
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14,773,653
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Shareholders’ equity
|
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||||
Preferred stock, no par value:
|
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|
||||
Authorized – 2,000,000 shares at 3/31/17 and 12/31/2016, none issued
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—
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—
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Common stock, $1.00 par value per share:
|
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|
||||
Authorized – 100,000,000 shares at 3/31/17 and 12/31/16
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Issued and outstanding – 71,117,908 shares at 3/31/17 and 70,599,133 shares at 12/31/16
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71,118
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70,599
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Additional paid-in capital
|
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2,194,705
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2,210,762
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Retained earnings
|
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372,193
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340,201
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Accumulated other comprehensive loss
|
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(37,965
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)
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(40,036
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)
|
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Total shareholders’ equity
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2,600,051
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2,581,526
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Total liabilities and shareholders’ equity
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$
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17,636,973
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$
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17,355,179
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Three Months Ended March 31,
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||||||
(Dollars in thousands, except per share data)
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2017
|
|
2016
|
||||
Interest income
|
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|
||||
Interest and fees on loans
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$
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132,485
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$
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74,401
|
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Interest on investment securities:
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Taxable
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4,756
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1,929
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Tax-exempt
|
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4,235
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2,665
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Dividends on nonmarketable equity securities
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621
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|
256
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|
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Interest on deposits with the Federal Reserve Bank, other banks and Federal funds sold
|
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799
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|
|
213
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|
||
Total interest income
|
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142,896
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79,464
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|
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Interest expense
|
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|
||||
Interest on deposits
|
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8,916
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|
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4,059
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|
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Interest on short-term borrowings
|
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1,658
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100
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|
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Interest on long-term borrowings
|
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2,225
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|
|
975
|
|
||
Total interest expense
|
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12,799
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|
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5,134
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|
||
Net interest income
|
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130,097
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74,330
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|
||
Provision for loan losses
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4,050
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|
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1,500
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|
||
Net interest income after provision for loan losses
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126,047
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|
72,830
|
|
||
Noninterest income
|
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|
||||
Service charges and fees on deposit accounts
|
|
8,004
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|
|
5,720
|
|
||
Wealth management revenue
|
|
5,827
|
|
|
5,201
|
|
||
Other charges and fees for customer services
|
|
8,891
|
|
|
6,392
|
|
||
Mortgage banking revenue
|
|
9,160
|
|
|
1,405
|
|
||
Gain on sale of investment securities
|
|
90
|
|
|
19
|
|
||
Other
|
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6,038
|
|
|
682
|
|
||
Total noninterest income
|
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38,010
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|
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19,419
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|
||
Operating expenses
|
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|
||||
Salaries, wages and employee benefits
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60,248
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|
|
33,890
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|
||
Occupancy
|
|
7,392
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|
|
4,905
|
|
||
Equipment and software
|
|
8,517
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|
|
4,404
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|
||
Merger and acquisition-related transaction expenses
|
|
4,167
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|
|
2,594
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|
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Other
|
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23,872
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|
|
13,094
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|
||
Total operating expenses
|
|
104,196
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|
|
58,887
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|
||
Income before income taxes
|
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59,861
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|
|
33,362
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|
||
Income tax expense
|
|
12,257
|
|
|
9,757
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|
||
Net income
|
|
$
|
47,604
|
|
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$
|
23,605
|
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Earnings per common share:
|
|
|
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|
||||
Basic
|
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$
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0.67
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$
|
0.61
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Diluted
|
|
0.67
|
|
|
0.60
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|
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Cash dividends declared per common share
|
|
$
|
0.27
|
|
|
$
|
0.26
|
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|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
47,604
|
|
|
$
|
23,605
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Unrealized holding gains on securities available-for-sale arising during the period
|
|
2,739
|
|
|
4,199
|
|
||
Reclassification adjustment for gains on realized income
|
|
(90
|
)
|
|
(19
|
)
|
||
Tax effect
|
|
(927
|
)
|
|
(1,463
|
)
|
||
Net unrealized gains on securities available-for-sale, net of tax
|
|
1,722
|
|
|
2,717
|
|
||
Adjustment for pension and other postretirement benefits
|
|
537
|
|
|
(577
|
)
|
||
Tax effect
|
|
(188
|
)
|
|
202
|
|
||
Net adjustment for pension and other postretirement benefits
|
|
349
|
|
|
(375
|
)
|
||
Other comprehensive income, net of tax
|
|
2,071
|
|
|
2,342
|
|
||
Total comprehensive income, net of tax
|
|
$
|
49,675
|
|
|
$
|
25,947
|
|
(Dollars in thousands)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated other
comprehensive
income (loss)
|
|
Total
|
||||||||||
Balances at December 31, 2015
|
|
$
|
38,168
|
|
|
$
|
725,280
|
|
|
$
|
281,558
|
|
|
$
|
(29,032
|
)
|
|
$
|
1,015,974
|
|
Comprehensive income
|
|
|
|
|
|
23,605
|
|
|
2,342
|
|
|
25,947
|
|
|||||||
Cash dividends declared and paid of $0.26 per share
|
|
|
|
|
|
(9,961
|
)
|
|
|
|
(9,961
|
)
|
||||||||
Shares issued – stock options
|
|
36
|
|
|
273
|
|
|
|
|
|
|
309
|
|
|||||||
Shares issued – restricted stock units
|
|
43
|
|
|
(770
|
)
|
|
|
|
|
|
(727
|
)
|
|||||||
Share-based compensation expense
|
|
1
|
|
|
748
|
|
|
|
|
|
|
749
|
|
|||||||
Balances at March 31, 2016
|
|
$
|
38,248
|
|
|
$
|
725,531
|
|
|
$
|
295,202
|
|
|
$
|
(26,690
|
)
|
|
$
|
1,032,291
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances at December 31, 2016
|
|
$
|
70,599
|
|
|
$
|
2,210,762
|
|
|
$
|
340,201
|
|
|
$
|
(40,036
|
)
|
|
$
|
2,581,526
|
|
Cumulative effect adjustment of change in accounting policy, net of tax impact
(1)
|
|
|
|
|
|
3,659
|
|
|
|
|
3,659
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
47,604
|
|
|
2,071
|
|
|
49,675
|
|
|||||||
Cash dividends declared and paid of $0.27 per share
|
|
|
|
|
|
(19,271
|
)
|
|
|
|
(19,271
|
)
|
||||||||
Shares issued – stock options
|
|
508
|
|
|
(17,204
|
)
|
|
|
|
|
|
(16,696
|
)
|
|||||||
Shares issued – restricted stock units
|
|
35
|
|
|
(1,330
|
)
|
|
|
|
|
|
(1,295
|
)
|
|||||||
Net shares – restricted stock awards
|
|
(25
|
)
|
|
(1,256
|
)
|
|
|
|
|
|
(1,281
|
)
|
|||||||
Share-based compensation expense
|
|
1
|
|
|
3,733
|
|
|
|
|
|
|
3,734
|
|
|||||||
Balances at March 31, 2017
|
|
$
|
71,118
|
|
|
$
|
2,194,705
|
|
|
$
|
372,193
|
|
|
$
|
(37,965
|
)
|
|
$
|
2,600,051
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
47,604
|
|
|
$
|
23,605
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for loan losses
|
|
4,050
|
|
|
1,500
|
|
||
Gain on sales of loans
|
|
(6,120
|
)
|
|
(1,296
|
)
|
||
Proceeds from sales of loans
|
|
191,531
|
|
|
45,928
|
|
||
Loans originated for sale
|
|
(142,704
|
)
|
|
(43,972
|
)
|
||
Net gains on sale of investment securities
|
|
(90
|
)
|
|
(19
|
)
|
||
Net gains from sales/writedowns of other real estate and repossessed assets
|
|
(700
|
)
|
|
(547
|
)
|
||
Depreciation of premises and equipment
|
|
4,521
|
|
|
2,775
|
|
||
Amortization of intangible assets
|
|
1,513
|
|
|
2,169
|
|
||
Additions to loan servicing rights
|
|
(1,753
|
)
|
|
(331
|
)
|
||
Valuation change in loan servicing rights
|
|
1,125
|
|
|
—
|
|
||
Net amortization of premiums and discounts on investment securities
|
|
4,129
|
|
|
1,493
|
|
||
Share-based compensation expense
|
|
3,734
|
|
|
749
|
|
||
Deferred income tax expense (benefit)
|
|
17,948
|
|
|
—
|
|
||
Net increase in interest receivable and other assets
|
|
(29,660
|
)
|
|
(737
|
)
|
||
Net decrease in interest payable and other liabilities
|
|
(19,282
|
)
|
|
(11,875
|
)
|
||
Net cash provided by operating activities
|
|
75,846
|
|
|
19,442
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Investment securities – available-for-sale:
|
|
|
|
|
||||
Proceeds from maturities, calls and principal reductions
|
|
60,885
|
|
|
42,281
|
|
||
Proceeds from sales and redemptions
|
|
—
|
|
|
644
|
|
||
Purchases
|
|
(102,702
|
)
|
|
—
|
|
||
Investment securities – held-to-maturity:
|
|
|
|
|
||||
Proceeds from maturities, calls and principal reductions
|
|
9,408
|
|
|
8,133
|
|
||
Purchases
|
|
(33,628
|
)
|
|
(16,965
|
)
|
||
Net increase in loans
|
|
(290,438
|
)
|
|
(101,915
|
)
|
||
Proceeds from sales of other real estate and repossessed assets
|
|
5,734
|
|
|
2,705
|
|
||
Purchases of premises and equipment, net of disposals
|
|
(2,272
|
)
|
|
(2,406
|
)
|
||
Net cash used in investing activities
|
|
(353,013
|
)
|
|
(67,523
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Net increase in interest- and noninterest-bearing demand deposits and savings accounts
|
|
350,763
|
|
|
234,102
|
|
||
Net decrease in time deposits
|
|
(91,538
|
)
|
|
(40,753
|
)
|
||
Net increase (decrease) in securities sold under agreements to repurchase with customers and other short-term borrowings
|
|
130,863
|
|
|
(113,816
|
)
|
||
Proceeds from issuance of long-term borrowings
|
|
—
|
|
|
50,000
|
|
||
Repayment of long-term borrowings
|
|
(107,000
|
)
|
|
(18,558
|
)
|
||
Cash dividends paid
|
|
(19,271
|
)
|
|
(9,961
|
)
|
||
Proceeds from directors’ stock plans and exercise of stock options, net of shares withheld
|
|
1,578
|
|
|
382
|
|
||
Cash paid for payroll taxes upon conversion of share-based awards
|
|
(20,850
|
)
|
|
(730
|
)
|
||
Net cash provided by financing activities
|
|
244,545
|
|
|
100,666
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(32,622
|
)
|
|
52,585
|
|
||
Cash and cash equivalents at beginning of period
|
|
474,402
|
|
|
238,789
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
441,780
|
|
|
$
|
291,374
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Interest paid
|
|
$
|
12,989
|
|
|
$
|
5,080
|
|
Income tax refunds, net of income taxes paid
|
|
(24,397
|
)
|
|
—
|
|
||
Loans transferred to other real estate and repossessed assets
|
|
4,281
|
|
|
1,667
|
|
(Dollars in thousands)
|
|
|
||
Consideration paid:
|
|
|
||
Stock
|
|
$
|
1,504,811
|
|
Cash
|
|
107,638
|
|
|
Total consideration
|
|
1,612,449
|
|
|
|
|
|
||
Fair value of identifiable assets acquired:
|
|
|
||
Cash and cash equivalents
|
|
433,352
|
|
|
Investment securities:
|
|
|
||
Available-for-sale
|
|
808,894
|
|
|
Held-to-maturity
|
|
1,657
|
|
|
Loans held-for-sale
|
|
244,916
|
|
|
Loans
|
|
4,882,402
|
|
|
Premises and equipment
|
|
38,793
|
|
|
Loan servicing rights
|
|
42,462
|
|
|
Other intangible assets
|
|
19,088
|
|
|
Interest receivable and other assets
|
|
395,119
|
|
|
Total identifiable assets acquired
|
|
$
|
6,866,683
|
|
|
|
|
||
Fair value of liabilities assumed:
|
|
|
||
Noninterest-bearing deposits
|
|
1,236,902
|
|
|
Interest-bearing deposits
|
|
4,057,716
|
|
|
Interest payable and other liabilities
|
|
99,482
|
|
|
Securities sold under agreements to repurchase with customers
|
|
19,704
|
|
|
Short-term borrowings
|
|
387,500
|
|
|
Long-term borrowings
|
|
299,597
|
|
|
Total liabilities assumed
|
|
$
|
6,100,901
|
|
|
|
|
||
Fair value of net identifiable assets acquired
|
|
$
|
765,782
|
|
Goodwill resulting from acquisition
|
|
$
|
846,667
|
|
(Dollars in thousands)
|
|
|
||
Accounted for under ASC 310-30:
|
|
|
||
Contractual cash flows
|
|
$
|
5,968,488
|
|
Contractual cash flows not expected to be collected (nonaccretable difference)
|
|
223,959
|
|
|
Expected cash flows
|
|
5,744,529
|
|
|
Interest component of expected cash flows (accretable yield)
|
|
862,127
|
|
|
Fair value at acquisition
|
|
$
|
4,882,402
|
|
|
|
For the three months ended,
|
||||||
(Dollars in thousands)
|
|
March 31, 2017
(1)
|
|
March 31, 2016
|
||||
Net interest and other income
|
|
$
|
168,107
|
|
|
$
|
157,932
|
|
Net Income
|
|
47,604
|
|
|
39,028
|
|
||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.56
|
|
Diluted
|
|
0.67
|
|
|
0.55
|
|
Level 1
|
Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 valuations for the Corporation include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Valuations are obtained from a third-party pricing service for these investment securities.
|
Level 2
|
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 valuations for the Corporation include government sponsored agency securities, including securities issued by the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Federal Farm Credit Bank, Student Loan Marketing Corporation and the Small Business Administration, securities issued by certain state and political subdivisions, residential mortgage-backed securities, collateralized mortgage obligations, corporate bonds, preferred stock and available-for-sale trust preferred securities. Valuations are obtained from a third-party pricing service for these investment securities. Additionally included in Level 2 valuations are loans held for sale and derivative assets and liabilities.
|
Level 3
|
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, yield curves and similar techniques. The determination of fair value requires management judgment or estimation and generally is corroborated by external data, which includes third-party pricing services. Level 3 valuations for the Corporation include securities issued by certain state and political subdivisions, held-to-maturity trust preferred investment securities, impaired loans, goodwill, core deposit intangible assets, non-compete intangible assets, LSRs and other real estate and repossessed assets.
|
(Dollars in thousands)
|
Quoted Prices In Active Markets for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Investment securities – available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
5,793
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,793
|
|
Government sponsored agencies
|
—
|
|
|
224,339
|
|
|
—
|
|
|
224,339
|
|
||||
State and political subdivisions
|
—
|
|
|
300,409
|
|
|
—
|
|
|
300,409
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
256,544
|
|
|
—
|
|
|
256,544
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
367,321
|
|
|
—
|
|
|
367,321
|
|
||||
Corporate bonds
|
—
|
|
|
89,253
|
|
|
—
|
|
|
89,253
|
|
||||
Preferred stock and trust preferred securities
|
—
|
|
|
32,187
|
|
|
—
|
|
|
32,187
|
|
||||
Total investment securities – available-for-sale
|
5,793
|
|
|
1,270,053
|
|
|
—
|
|
|
1,275,846
|
|
||||
Loans held-for-sale
|
—
|
|
|
39,123
|
|
|
—
|
|
|
39,123
|
|
||||
Loan servicing rights
|
—
|
|
|
—
|
|
|
64,604
|
|
|
64,604
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
—
|
|
|
6,377
|
|
|
—
|
|
|
6,377
|
|
||||
Interest rate lock commitments
|
—
|
|
|
2,178
|
|
|
—
|
|
|
2,178
|
|
||||
Power Equity CD
|
—
|
|
|
2,234
|
|
|
—
|
|
|
2,234
|
|
||||
Total derivatives
|
—
|
|
|
10,789
|
|
|
—
|
|
|
10,789
|
|
||||
Total assets at fair value
|
$
|
5,793
|
|
|
$
|
1,319,965
|
|
|
$
|
64,604
|
|
|
$
|
1,390,362
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
—
|
|
|
6,342
|
|
|
—
|
|
|
6,342
|
|
||||
Forward contracts related to mortgage loans to be delivered for sale
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
||||
Power Equity CD
|
—
|
|
|
2,234
|
|
|
—
|
|
|
2,234
|
|
||||
Total derivatives
|
—
|
|
|
8,918
|
|
|
—
|
|
|
8,918
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
8,918
|
|
|
$
|
—
|
|
|
$
|
8,918
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Investment securities – available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
5,793
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,793
|
|
Government sponsored agencies
|
—
|
|
|
215,011
|
|
|
—
|
|
|
215,011
|
|
||||
State and political subdivisions
|
—
|
|
|
300,088
|
|
|
—
|
|
|
300,088
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
272,282
|
|
|
—
|
|
|
272,282
|
|
||||
Collateralized mortgage obligations
|
—
|
|
|
320,025
|
|
|
—
|
|
|
320,025
|
|
||||
Corporate bonds
|
—
|
|
|
89,474
|
|
|
—
|
|
|
89,474
|
|
||||
Preferred stock and trust preferred securities
|
—
|
|
|
32,291
|
|
|
—
|
|
|
32,291
|
|
||||
Total investment securities – available-for-sale
|
5,793
|
|
|
1,229,171
|
|
|
—
|
|
|
1,234,964
|
|
||||
Loans held-for-sale
|
—
|
|
|
81,830
|
|
|
—
|
|
|
81,830
|
|
||||
Loan servicing rights
|
—
|
|
|
—
|
|
|
48,085
|
|
|
48,085
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
—
|
|
|
4,406
|
|
|
—
|
|
|
4,406
|
|
||||
Forward contracts related to mortgage loans to be delivered for sale
|
—
|
|
|
635
|
|
|
—
|
|
|
635
|
|
||||
Interest rate lock commitments
|
—
|
|
|
956
|
|
|
—
|
|
|
956
|
|
||||
Power Equity CD
|
—
|
|
|
2,218
|
|
|
—
|
|
|
2,218
|
|
||||
Total derivatives
|
—
|
|
|
8,215
|
|
|
—
|
|
|
8,215
|
|
||||
Total assets at fair value
|
$
|
5,793
|
|
|
$
|
1,319,216
|
|
|
$
|
48,085
|
|
|
$
|
1,373,094
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
—
|
|
|
4,141
|
|
|
—
|
|
|
4,141
|
|
||||
Power Equity CD
|
—
|
|
|
2,218
|
|
|
—
|
|
|
2,218
|
|
||||
Total derivatives
|
—
|
|
|
6,359
|
|
|
—
|
|
|
6,359
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
6,359
|
|
|
$
|
—
|
|
|
$
|
6,359
|
|
|
|
Three months ended March 31, 2017
|
||
(Dollars in thousands)
|
|
Loan servicing
rights
|
||
Balance, beginning of period
|
|
$
|
48,085
|
|
Transfer in based on new accounting policy election
(1)
|
|
15,891
|
|
|
Gains (losses):
|
|
|
|
|
Recorded in earnings (realized):
|
|
|
||
Recorded in “Mortgage banking revenue”
|
|
(1,125
|
)
|
|
New originations
|
|
1,753
|
|
|
Balance, end of period
|
|
$
|
64,604
|
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Aggregate fair value
|
|
$
|
39,123
|
|
|
$
|
81,830
|
|
Contractual balance
|
|
37,701
|
|
|
81,009
|
|
||
Unrealized gain (loss)
|
|
1,422
|
|
|
821
|
|
|
|
For the three months ended
March 31, |
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Interest income
(1)
|
|
$
|
551
|
|
|
$
|
19
|
|
Change in fair value
(2)
|
|
601
|
|
|
—
|
|
||
Total included in earnings
|
|
$
|
1,152
|
|
|
$
|
19
|
|
(Dollars in thousands)
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Impaired originated loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,180
|
|
|
$
|
63,180
|
|
Other real estate/repossessed assets
|
|
—
|
|
|
—
|
|
|
2,240
|
|
|
2,240
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,420
|
|
|
$
|
65,420
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Impaired originated loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,184
|
|
|
$
|
62,184
|
|
Other real estate/repossessed assets
|
|
—
|
|
|
—
|
|
|
1,386
|
|
|
1,386
|
|
||||
Loan servicing rights
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,572
|
|
|
$
|
63,572
|
|
(Dollars in thousands)
|
|
Fair Value at
March 31, 2017
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Range
|
||
Impaired originated loans
|
|
$
|
63,180
|
|
|
Appraisal of collateral
|
|
Discount for type of collateral and age of appraisal
|
|
10%-25%
|
Other real estate/repossessed assets
|
|
2,240
|
|
|
Appraisal of property
|
|
Discount for type of property and age of appraisal
|
|
10%-25%
|
|
|
Level in Fair Value Measurement
Hierarchy
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
(Dollars in thousands)
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
Level 1
|
|
$
|
441,780
|
|
|
$
|
441,780
|
|
|
$
|
474,402
|
|
|
$
|
474,402
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity
|
|
Level 2
|
|
646,692
|
|
|
639,450
|
|
|
622,927
|
|
|
608,221
|
|
||||
Held-to-maturity
|
|
Level 3
|
|
500
|
|
|
350
|
|
|
500
|
|
|
310
|
|
||||
Nonmarketable equity securities
|
|
Level 2
|
|
129,939
|
|
|
129,939
|
|
|
97,350
|
|
|
97,350
|
|
||||
Net loans
(1)
|
|
Level 3
|
|
13,194,618
|
|
|
13,347,793
|
|
|
12,912,511
|
|
|
13,069,315
|
|
||||
Interest receivable
|
|
Level 2
|
|
45,863
|
|
|
45,863
|
|
|
42,235
|
|
|
42,235
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits without defined maturities
|
|
Level 2
|
|
$
|
10,213,518
|
|
|
$
|
10,213,518
|
|
|
$
|
9,862,755
|
|
|
$
|
9,862,755
|
|
Time deposits
|
|
Level 2
|
|
2,918,829
|
|
|
2,919,153
|
|
|
3,010,367
|
|
|
3,010,048
|
|
||||
Total deposits
|
|
|
|
13,132,347
|
|
|
13,132,671
|
|
|
12,873,122
|
|
|
12,872,803
|
|
||||
Interest payable
|
|
Level 2
|
|
5,225
|
|
|
5,225
|
|
|
5,415
|
|
|
5,415
|
|
||||
Securities sold under agreements to repurchase with customers
|
|
Level 2
|
|
398,910
|
|
|
398,910
|
|
|
343,047
|
|
|
343,047
|
|
||||
Short-term borrowings
|
|
Level 2
|
|
900,000
|
|
|
899,777
|
|
|
825,000
|
|
|
825,000
|
|
||||
Long-term borrowings
|
|
Level 2
|
|
490,876
|
|
|
486,161
|
|
|
597,847
|
|
|
591,227
|
|
|
(1)
|
Included
$63.2 million
and
$62.2 million
of impaired loans recorded at fair value on a nonrecurring basis at
March 31, 2017
and
December 31, 2016
, respectively.
|
|
|
Investment Securities Available-for-Sale
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
5,792
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
5,793
|
|
Government sponsored agencies
|
|
225,993
|
|
|
153
|
|
|
1,807
|
|
|
224,339
|
|
||||
State and political subdivisions
|
|
309,518
|
|
|
140
|
|
|
9,249
|
|
|
300,409
|
|
||||
Residential mortgage-backed securities
|
|
260,703
|
|
|
45
|
|
|
4,204
|
|
|
256,544
|
|
||||
Collateralized mortgage obligations
|
|
371,084
|
|
|
75
|
|
|
3,838
|
|
|
367,321
|
|
||||
Corporate bonds
|
|
90,438
|
|
|
27
|
|
|
1,212
|
|
|
89,253
|
|
||||
Preferred stock and trust preferred securities
|
|
31,426
|
|
|
1,042
|
|
|
281
|
|
|
32,187
|
|
||||
Total
|
|
$
|
1,294,954
|
|
|
$
|
1,483
|
|
|
$
|
20,591
|
|
|
$
|
1,275,846
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
5,788
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5,793
|
|
Government sponsored agencies
|
|
216,890
|
|
|
189
|
|
|
2,068
|
|
|
215,011
|
|
||||
State and political subdivisions
|
|
311,704
|
|
|
163
|
|
|
11,779
|
|
|
300,088
|
|
||||
Residential mortgage-backed securities
|
|
276,162
|
|
|
112
|
|
|
3,992
|
|
|
272,282
|
|
||||
Collateralized mortgage obligations
|
|
323,965
|
|
|
63
|
|
|
4,003
|
|
|
320,025
|
|
||||
Corporate bonds
|
|
90,859
|
|
|
16
|
|
|
1,401
|
|
|
89,474
|
|
||||
Preferred stock and trust preferred securities
|
|
31,353
|
|
|
1,018
|
|
|
80
|
|
|
32,291
|
|
||||
Total
|
|
$
|
1,256,721
|
|
|
$
|
1,566
|
|
|
$
|
23,323
|
|
|
$
|
1,234,964
|
|
|
|
Investment Securities Held-to-Maturity
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
646,692
|
|
|
$
|
3,830
|
|
|
$
|
11,072
|
|
|
$
|
639,450
|
|
Trust preferred securities
|
|
500
|
|
|
—
|
|
|
150
|
|
|
350
|
|
||||
Total
|
|
$
|
647,192
|
|
|
$
|
3,830
|
|
|
$
|
11,222
|
|
|
$
|
639,800
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
622,927
|
|
|
$
|
2,648
|
|
|
$
|
17,354
|
|
|
$
|
608,221
|
|
Trust preferred securities
|
|
500
|
|
|
—
|
|
|
190
|
|
|
310
|
|
||||
Total
|
|
$
|
623,427
|
|
|
$
|
2,648
|
|
|
$
|
17,544
|
|
|
$
|
608,531
|
|
|
|
For the three months ended
March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Proceeds
|
|
$
|
—
|
|
|
$
|
644
|
|
Gross gains
|
|
90
|
|
|
19
|
|
|
|
March 31, 2017
|
||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Fair Value
|
||||
Investment Securities Available-for-Sale:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
248,015
|
|
|
$
|
246,683
|
|
Due after one year through five years
|
|
529,893
|
|
|
524,707
|
|
||
Due after five years through ten years
|
|
347,825
|
|
|
340,248
|
|
||
Due after ten years
|
|
167,832
|
|
|
162,405
|
|
||
Preferred stock
|
|
1,389
|
|
|
1,803
|
|
||
Total
|
|
$
|
1,294,954
|
|
|
$
|
1,275,846
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
70,242
|
|
|
$
|
70,210
|
|
Due after one year through five years
|
|
271,055
|
|
|
268,753
|
|
||
Due after five years through ten years
|
|
146,712
|
|
|
144,004
|
|
||
Due after ten years
|
|
159,183
|
|
|
156,833
|
|
||
Total
|
|
$
|
647,192
|
|
|
$
|
639,800
|
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(Dollars in thousands)
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government sponsored agencies
|
|
$
|
108,300
|
|
|
$
|
1,445
|
|
|
$
|
11,203
|
|
|
$
|
362
|
|
|
$
|
119,503
|
|
|
$
|
1,807
|
|
State and political subdivisions
|
|
705,870
|
|
|
19,603
|
|
|
26,084
|
|
|
718
|
|
|
731,954
|
|
|
20,321
|
|
||||||
Residential mortgage-backed securities
|
|
248,111
|
|
|
4,204
|
|
|
—
|
|
|
—
|
|
|
248,111
|
|
|
4,204
|
|
||||||
Collateralized mortgage obligations
|
|
311,566
|
|
|
3,626
|
|
|
12,528
|
|
|
212
|
|
|
324,094
|
|
|
3,838
|
|
||||||
Corporate bonds
|
|
78,815
|
|
|
1,211
|
|
|
1,499
|
|
|
1
|
|
|
80,314
|
|
|
1,212
|
|
||||||
Trust preferred securities
|
|
10,511
|
|
|
281
|
|
|
350
|
|
|
150
|
|
|
10,861
|
|
|
431
|
|
||||||
Total
|
|
$
|
1,463,173
|
|
|
$
|
30,370
|
|
|
$
|
51,664
|
|
|
$
|
1,443
|
|
|
$
|
1,514,837
|
|
|
$
|
31,813
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government sponsored agencies
|
|
$
|
105,702
|
|
|
$
|
1,707
|
|
|
$
|
15,023
|
|
|
$
|
361
|
|
|
$
|
120,725
|
|
|
$
|
2,068
|
|
State and political subdivisions
|
|
758,063
|
|
|
28,158
|
|
|
26,810
|
|
|
975
|
|
|
784,873
|
|
|
29,133
|
|
||||||
Residential mortgage-backed securities
|
|
244,239
|
|
|
3,992
|
|
|
—
|
|
|
—
|
|
|
244,239
|
|
|
3,992
|
|
||||||
Collateralized mortgage obligations
|
|
279,001
|
|
|
3,778
|
|
|
14,754
|
|
|
225
|
|
|
293,755
|
|
|
4,003
|
|
||||||
Corporate bonds
|
|
80,536
|
|
|
1,401
|
|
|
—
|
|
|
—
|
|
|
80,536
|
|
|
1,401
|
|
||||||
Trust preferred securities
|
|
10,699
|
|
|
80
|
|
|
310
|
|
|
190
|
|
|
11,009
|
|
|
270
|
|
||||||
Total
|
|
$
|
1,478,240
|
|
|
$
|
39,116
|
|
|
$
|
56,897
|
|
|
$
|
1,751
|
|
|
$
|
1,535,137
|
|
|
$
|
40,867
|
|
(Dollars in thousands)
|
|
Originated
|
|
Acquired
(1)
|
|
Total Loans
|
|
|||||||
March 31, 2017
|
|
|
|
|
|
|
|
|||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|||||||
Commercial
|
|
$
|
1,989,609
|
|
|
$
|
1,263,999
|
|
|
$
|
3,253,608
|
|
|
|
Commercial real estate
|
|
2,114,540
|
|
|
1,983,231
|
|
|
4,097,771
|
|
|
||||
Real estate construction and land development
|
|
327,740
|
|
|
126,071
|
|
|
453,811
|
|
|
||||
Subtotal
|
|
4,431,889
|
|
|
3,373,301
|
|
|
7,805,190
|
|
|
||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|||||||
Residential mortgage
|
|
1,594,376
|
|
|
1,539,089
|
|
|
3,133,465
|
|
|
||||
Consumer installment
|
|
1,342,063
|
|
|
138,994
|
|
|
1,481,057
|
|
|
||||
Home equity
|
|
591,441
|
|
|
262,239
|
|
|
853,680
|
|
|
||||
Subtotal
|
|
3,527,880
|
|
|
1,940,322
|
|
|
5,468,202
|
|
|
||||
Total loans
|
|
$
|
7,959,769
|
|
|
$
|
5,313,623
|
|
|
$
|
13,273,392
|
|
(2
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|||||||
Commercial
|
|
$
|
1,901,526
|
|
|
$
|
1,315,774
|
|
|
$
|
3,217,300
|
|
|
|
Commercial real estate
|
|
1,921,799
|
|
|
2,051,341
|
|
|
3,973,140
|
|
|
||||
Real estate construction and land development
|
|
281,724
|
|
|
122,048
|
|
|
403,772
|
|
|
||||
Subtotal
|
|
4,105,049
|
|
|
3,489,163
|
|
|
7,594,212
|
|
|
||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|||||||
Residential mortgage
|
|
1,475,342
|
|
|
1,611,132
|
|
|
3,086,474
|
|
|
||||
Consumer installment
|
|
1,282,588
|
|
|
151,296
|
|
|
1,433,884
|
|
|
||||
Home equity
|
|
595,422
|
|
|
280,787
|
|
|
876,209
|
|
|
||||
Subtotal
|
|
3,353,352
|
|
|
2,043,215
|
|
|
5,396,567
|
|
|
||||
Total loans
|
|
$
|
7,458,401
|
|
|
$
|
5,532,378
|
|
|
$
|
12,990,779
|
|
(2
|
)
|
(Dollars in thousands)
|
|
Talmer
|
|
Lake Michigan
|
|
Monarch
|
|
North-western
|
|
OAK
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
||||||||||||||||||||
Balance at beginning of period
|
|
$
|
798,210
|
|
|
$
|
121,416
|
|
|
$
|
27,182
|
|
|
$
|
69,847
|
|
|
$
|
23,316
|
|
|
$
|
1,039,971
|
|
Additions (reductions)
(1)
|
|
—
|
|
|
(939
|
)
|
|
54
|
|
|
(1,058
|
)
|
|
1,428
|
|
|
(515
|
)
|
||||||
Accretion recognized in interest income
|
|
(44,571
|
)
|
|
(7,266
|
)
|
|
(1,181
|
)
|
|
(3,892
|
)
|
|
(3,277
|
)
|
|
(60,187
|
)
|
||||||
Reclassification from nonaccretable difference
|
|
21,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,139
|
|
||||||
Balance at end of period
|
|
$
|
774,778
|
|
|
$
|
113,211
|
|
|
$
|
26,055
|
|
|
$
|
64,897
|
|
|
$
|
21,467
|
|
|
$
|
1,000,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
152,999
|
|
|
$
|
34,558
|
|
|
$
|
82,623
|
|
|
$
|
28,077
|
|
|
$
|
298,257
|
|
Additions (reductions)
(1)
|
|
—
|
|
|
(6,071
|
)
|
|
128
|
|
|
(2,254
|
)
|
|
1,516
|
|
|
(6,681
|
)
|
||||||
Accretion recognized in interest income
|
|
—
|
|
|
(8,953
|
)
|
|
(1,451
|
)
|
|
(4,001
|
)
|
|
(2,557
|
)
|
|
(16,962
|
)
|
||||||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
137,975
|
|
|
$
|
33,235
|
|
|
$
|
76,368
|
|
|
$
|
27,036
|
|
|
$
|
274,614
|
|
(Dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
1,902,773
|
|
|
$
|
34,018
|
|
|
$
|
52,818
|
|
|
$
|
—
|
|
|
$
|
1,989,609
|
|
Commercial real estate
|
|
2,040,155
|
|
|
37,528
|
|
|
36,856
|
|
|
1
|
|
|
2,114,540
|
|
|||||
Real estate construction and land development
|
|
326,942
|
|
|
719
|
|
|
79
|
|
|
—
|
|
|
327,740
|
|
|||||
Subtotal
|
|
4,269,870
|
|
|
72,265
|
|
|
89,753
|
|
|
1
|
|
|
4,431,889
|
|
|||||
Acquired Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
1,171,260
|
|
|
39,079
|
|
|
53,625
|
|
|
35
|
|
|
1,263,999
|
|
|||||
Commercial real estate
|
|
1,841,116
|
|
|
52,038
|
|
|
89,912
|
|
|
165
|
|
|
1,983,231
|
|
|||||
Real estate construction and land development
|
|
122,593
|
|
|
1,887
|
|
|
1,591
|
|
|
—
|
|
|
126,071
|
|
|||||
Subtotal
|
|
3,134,969
|
|
|
93,004
|
|
|
145,128
|
|
|
200
|
|
|
3,373,301
|
|
|||||
Total
|
|
$
|
7,404,839
|
|
|
$
|
165,269
|
|
|
$
|
234,881
|
|
|
$
|
201
|
|
|
$
|
7,805,190
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
1,803,750
|
|
|
$
|
44,809
|
|
|
$
|
51,898
|
|
|
$
|
1,069
|
|
|
$
|
1,901,526
|
|
Commercial real estate
|
|
1,849,315
|
|
|
36,981
|
|
|
35,502
|
|
|
1
|
|
|
1,921,799
|
|
|||||
Real estate construction and land development
|
|
280,968
|
|
|
157
|
|
|
599
|
|
|
—
|
|
|
281,724
|
|
|||||
Subtotal
|
|
3,934,033
|
|
|
81,947
|
|
|
87,999
|
|
|
1,070
|
|
|
4,105,049
|
|
|||||
Acquired Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
1,218,848
|
|
|
46,643
|
|
|
50,283
|
|
|
—
|
|
|
1,315,774
|
|
|||||
Commercial real estate
|
|
1,897,011
|
|
|
61,441
|
|
|
92,636
|
|
|
253
|
|
|
2,051,341
|
|
|||||
Real estate construction and land development
|
|
117,505
|
|
|
1,982
|
|
|
2,561
|
|
|
—
|
|
|
122,048
|
|
|||||
Subtotal
|
|
3,233,364
|
|
|
110,066
|
|
|
145,480
|
|
|
253
|
|
|
3,489,163
|
|
|||||
Total
|
|
$
|
7,167,397
|
|
|
$
|
192,013
|
|
|
$
|
233,479
|
|
|
$
|
1,323
|
|
|
$
|
7,594,212
|
|
(Dollars in thousands)
|
|
Residential Mortgage
|
|
Consumer
Installment
|
|
Home Equity
|
|
Total
Consumer
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Originated Loans:
|
|
|
|
|
|
|
|
|
||||||||
Performing
|
|
$
|
1,587,627
|
|
|
$
|
1,341,308
|
|
|
$
|
588,728
|
|
|
$
|
3,517,663
|
|
Nonperforming
|
|
6,749
|
|
|
755
|
|
|
2,713
|
|
|
10,217
|
|
||||
Subtotal
|
|
1,594,376
|
|
|
1,342,063
|
|
|
591,441
|
|
|
3,527,880
|
|
||||
Acquired Loans
|
|
1,539,089
|
|
|
138,994
|
|
|
262,239
|
|
|
1,940,322
|
|
||||
Total
|
|
$
|
3,133,465
|
|
|
$
|
1,481,057
|
|
|
$
|
853,680
|
|
|
$
|
5,468,202
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Originated Loans:
|
|
|
|
|
|
|
|
|
||||||||
Performing
|
|
$
|
1,468,373
|
|
|
$
|
1,281,709
|
|
|
$
|
592,071
|
|
|
$
|
3,342,153
|
|
Nonperforming
|
|
6,969
|
|
|
879
|
|
|
3,351
|
|
|
11,199
|
|
||||
Subtotal
|
|
1,475,342
|
|
|
1,282,588
|
|
|
595,422
|
|
|
3,353,352
|
|
||||
Acquired Loans
|
|
1,611,132
|
|
|
151,296
|
|
|
280,787
|
|
|
2,043,215
|
|
||||
Total
|
|
$
|
3,086,474
|
|
|
$
|
1,433,884
|
|
|
$
|
876,209
|
|
|
$
|
5,396,567
|
|
(Dollars in thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Nonperforming assets
|
|
|
|
|
||||
Nonaccrual loans:
|
|
|
|
|
||||
Commercial
|
|
$
|
16,717
|
|
|
$
|
13,178
|
|
Commercial real estate
|
|
20,828
|
|
|
19,877
|
|
||
Real estate construction and land development
|
|
79
|
|
|
80
|
|
||
Residential mortgage
|
|
6,749
|
|
|
6,969
|
|
||
Consumer installment
|
|
755
|
|
|
879
|
|
||
Home equity
|
|
2,713
|
|
|
3,351
|
|
||
Total nonaccrual loans
|
|
47,841
|
|
|
44,334
|
|
||
Other real estate owned and repossessed assets
|
|
16,395
|
|
|
17,187
|
|
||
Total nonperforming assets
|
|
$
|
64,236
|
|
|
$
|
61,521
|
|
Accruing loans contractually past due 90 days or more as to interest or principal payments, excluding acquired loans accounted for under ASC 310-30
|
|
|
|
|
||||
Commercial
|
|
1,823
|
|
|
11
|
|
||
Commercial real estate
|
|
700
|
|
|
277
|
|
||
Home equity
|
|
1,169
|
|
|
995
|
|
||
Total accruing loans contractually past due 90 days or more as to interest or principal payments, excluding acquired loans accounted for under ASC 310-30
|
|
$
|
3,692
|
|
|
$
|
1,283
|
|
(Dollars in thousands)
|
|
30-59
days
past due
|
|
60-89
days
past due
|
|
90 days or more past due
|
|
Total past due
|
|
Current
|
|
Total loans
|
|
90 days or more past due and still accruing
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
|
$
|
10,603
|
|
|
$
|
9,411
|
|
|
$
|
8,661
|
|
|
$
|
28,675
|
|
|
$
|
1,960,934
|
|
|
$
|
1,989,609
|
|
|
$
|
1,823
|
|
Commercial real estate
|
|
9,712
|
|
|
2,625
|
|
|
6,016
|
|
|
18,353
|
|
|
2,096,187
|
|
|
2,114,540
|
|
|
700
|
|
|||||||
Real estate construction and land development
|
|
3,495
|
|
|
1,770
|
|
|
—
|
|
|
5,265
|
|
|
322,475
|
|
|
327,740
|
|
|
—
|
|
|||||||
Residential mortgage
|
|
12,918
|
|
|
731
|
|
|
941
|
|
|
14,590
|
|
|
1,579,786
|
|
|
1,594,376
|
|
|
—
|
|
|||||||
Consumer installment
|
|
2,805
|
|
|
275
|
|
|
235
|
|
|
3,315
|
|
|
1,338,748
|
|
|
1,342,063
|
|
|
—
|
|
|||||||
Home equity
|
|
3,976
|
|
|
552
|
|
|
1,536
|
|
|
6,064
|
|
|
585,377
|
|
|
591,441
|
|
|
1,169
|
|
|||||||
Total
|
|
$
|
43,509
|
|
|
$
|
15,364
|
|
|
$
|
17,389
|
|
|
$
|
76,262
|
|
|
$
|
7,883,507
|
|
|
$
|
7,959,769
|
|
|
$
|
3,692
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
|
$
|
10,421
|
|
|
$
|
4,842
|
|
|
$
|
3,641
|
|
|
$
|
18,904
|
|
|
$
|
1,882,622
|
|
|
$
|
1,901,526
|
|
|
$
|
11
|
|
Commercial real estate
|
|
6,551
|
|
|
1,589
|
|
|
5,165
|
|
|
13,305
|
|
|
1,908,494
|
|
|
1,921,799
|
|
|
277
|
|
|||||||
Real estate construction and land development
|
|
2,721
|
|
|
499
|
|
|
—
|
|
|
3,220
|
|
|
278,504
|
|
|
281,724
|
|
|
—
|
|
|||||||
Residential mortgage
|
|
3,147
|
|
|
62
|
|
|
1,752
|
|
|
4,961
|
|
|
1,470,381
|
|
|
1,475,342
|
|
|
—
|
|
|||||||
Consumer installment
|
|
3,991
|
|
|
675
|
|
|
238
|
|
|
4,904
|
|
|
1,277,684
|
|
|
1,282,588
|
|
|
—
|
|
|||||||
Home equity
|
|
3,097
|
|
|
893
|
|
|
2,349
|
|
|
6,339
|
|
|
589,083
|
|
|
595,422
|
|
|
995
|
|
|||||||
Total
|
|
$
|
29,928
|
|
|
$
|
8,560
|
|
|
$
|
13,145
|
|
|
$
|
51,633
|
|
|
$
|
7,406,768
|
|
|
$
|
7,458,401
|
|
|
$
|
1,283
|
|
(Dollars in thousands)
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Valuation
Allowance
|
||||||
March 31, 2017
|
|
|
|
|
|
|
||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
26,201
|
|
|
$
|
29,804
|
|
|
$
|
2,468
|
|
Commercial real estate
|
|
20,416
|
|
|
25,875
|
|
|
1,251
|
|
|||
Real estate construction and land development
|
|
164
|
|
|
164
|
|
|
2
|
|
|||
Residential mortgage
|
|
16,944
|
|
|
16,944
|
|
|
1,162
|
|
|||
Consumer installment
|
|
799
|
|
|
799
|
|
|
102
|
|
|||
Home equity
|
|
4,296
|
|
|
4,296
|
|
|
655
|
|
|||
Subtotal
|
|
68,820
|
|
|
77,882
|
|
|
5,640
|
|
|||
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
9,028
|
|
|
14,910
|
|
|
—
|
|
|||
Commercial real estate
|
|
22,791
|
|
|
26,569
|
|
|
—
|
|
|||
Real estate construction and land development
|
|
79
|
|
|
79
|
|
|
—
|
|
|||
Residential mortgage
|
|
3,607
|
|
|
3,607
|
|
|
—
|
|
|||
Consumer installment
|
|
62
|
|
|
62
|
|
|
—
|
|
|||
Home equity
|
|
512
|
|
|
512
|
|
|
—
|
|
|||
Subtotal
|
|
36,079
|
|
|
45,739
|
|
|
—
|
|
|||
Total impaired loans:
|
|
|
|
|
|
|
||||||
Commercial
|
|
35,229
|
|
|
44,714
|
|
|
2,468
|
|
|||
Commercial real estate
|
|
43,207
|
|
|
52,444
|
|
|
1,251
|
|
|||
Real estate construction and land development
|
|
243
|
|
|
243
|
|
|
2
|
|
|||
Residential mortgage
|
|
20,551
|
|
|
20,551
|
|
|
1,162
|
|
|||
Consumer installment
|
|
861
|
|
|
861
|
|
|
102
|
|
|||
Home equity
|
|
4,808
|
|
|
4,808
|
|
|
655
|
|
|||
Total
|
|
$
|
104,899
|
|
|
$
|
123,621
|
|
|
$
|
5,640
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
28,925
|
|
|
$
|
33,209
|
|
|
$
|
3,128
|
|
Commercial real estate
|
|
21,318
|
|
|
27,558
|
|
|
2,102
|
|
|||
Real estate construction and land development
|
|
177
|
|
|
177
|
|
|
4
|
|
|||
Residential mortgage
|
|
20,864
|
|
|
20,864
|
|
|
3,528
|
|
|||
Consumer installment
|
|
879
|
|
|
879
|
|
|
240
|
|
|||
Home equity
|
|
2,577
|
|
|
2,577
|
|
|
390
|
|
|||
Subtotal
|
|
74,740
|
|
|
85,264
|
|
|
9,392
|
|
|||
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
7,435
|
|
|
11,153
|
|
|
—
|
|
|||
Commercial real estate
|
|
20,588
|
|
|
23,535
|
|
|
—
|
|
|||
Real estate construction and land development
|
|
80
|
|
|
80
|
|
|
—
|
|
|||
Residential mortgage
|
|
3,252
|
|
|
3,252
|
|
|
—
|
|
|||
Home equity
|
|
774
|
|
|
774
|
|
|
—
|
|
|||
Subtotal
|
|
32,129
|
|
|
38,794
|
|
|
—
|
|
|||
Total impaired loans:
|
|
|
|
|
|
|
||||||
Commercial
|
|
36,360
|
|
|
44,362
|
|
|
3,128
|
|
|||
Commercial real estate
|
|
41,906
|
|
|
51,093
|
|
|
2,102
|
|
|||
Real estate construction and land development
|
|
257
|
|
|
257
|
|
|
4
|
|
|||
Residential mortgage
|
|
24,116
|
|
|
24,116
|
|
|
3,528
|
|
|||
Consumer installment
|
|
879
|
|
|
879
|
|
|
240
|
|
|||
Home equity
|
|
3,351
|
|
|
3,351
|
|
|
390
|
|
|||
Total
|
|
$
|
106,869
|
|
|
$
|
124,058
|
|
|
$
|
9,392
|
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||||
(Dollars in thousands)
|
|
Average
recorded
investment
|
|
Interest income
recognized
while on
impaired status
|
|
Average
recorded
investment
|
|
Interest income
recognized
while on
impaired status
|
||||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
25,712
|
|
|
$
|
—
|
|
|
$
|
10,551
|
|
|
$
|
—
|
|
Commercial real estate
|
|
20,035
|
|
|
—
|
|
|
7,592
|
|
|
—
|
|
||||
Real estate construction and land development
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential mortgage
|
|
17,398
|
|
|
264
|
|
|
20,988
|
|
|
333
|
|
||||
Consumer installment
|
|
780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Home equity
|
|
4,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
68,157
|
|
|
$
|
264
|
|
|
$
|
39,131
|
|
|
$
|
333
|
|
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
9,297
|
|
|
$
|
255
|
|
|
$
|
31,404
|
|
|
$
|
277
|
|
Commercial real estate
|
|
23,473
|
|
|
306
|
|
|
45,737
|
|
|
380
|
|
||||
Real estate construction and land development
|
|
81
|
|
|
2
|
|
|
918
|
|
|
6
|
|
||||
Residential mortgage
|
|
3,808
|
|
|
—
|
|
|
5,149
|
|
|
—
|
|
||||
Consumer installment
|
|
215
|
|
|
—
|
|
|
340
|
|
|
—
|
|
||||
Home equity
|
|
880
|
|
|
—
|
|
|
2,388
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
37,754
|
|
|
$
|
563
|
|
|
$
|
85,936
|
|
|
$
|
663
|
|
Total impaired loans:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
35,009
|
|
|
$
|
255
|
|
|
$
|
41,955
|
|
|
$
|
277
|
|
Commercial real estate
|
|
43,508
|
|
|
306
|
|
|
53,329
|
|
|
380
|
|
||||
Real estate construction and land development
|
|
242
|
|
|
2
|
|
|
918
|
|
|
6
|
|
||||
Residential mortgage
|
|
21,206
|
|
|
264
|
|
|
26,137
|
|
|
333
|
|
||||
Consumer installment
|
|
995
|
|
|
—
|
|
|
340
|
|
|
—
|
|
||||
Home equity
|
|
4,951
|
|
|
—
|
|
|
2,388
|
|
|
—
|
|
||||
Total
|
|
$
|
105,911
|
|
|
$
|
827
|
|
|
$
|
125,067
|
|
|
$
|
996
|
|
|
|
Concession type
|
|
|
|
|
|
|
|||||||||||||||
(Dollars in thousands)
|
|
Principal
deferral |
|
Interest
rate |
|
Forbearance
agreement |
|
Total
number of loans |
|
Pre-modification recorded investment
|
|
Post-modification recorded investment
|
|||||||||||
For the three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial
|
|
$
|
50
|
|
|
$
|
1,101
|
|
|
$
|
579
|
|
|
5
|
|
|
$
|
1,739
|
|
|
$
|
1,730
|
|
Commercial real estate
|
|
447
|
|
|
75
|
|
|
—
|
|
|
3
|
|
|
522
|
|
|
522
|
|
|||||
Subtotal
|
|
497
|
|
|
1,176
|
|
|
579
|
|
|
8
|
|
|
2,261
|
|
|
2,252
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage
|
|
98
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
98
|
|
|
98
|
|
|||||
Consumer installment
|
|
10
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
11
|
|
|
10
|
|
|||||
Home equity
|
|
111
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
165
|
|
|
111
|
|
|||||
Subtotal
|
|
219
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
274
|
|
|
219
|
|
|||||
Total loans
|
|
$
|
716
|
|
|
$
|
1,176
|
|
|
$
|
579
|
|
|
12
|
|
|
$
|
2,535
|
|
|
$
|
2,471
|
|
(Dollars in thousands)
|
|
Accruing TDRs
|
|
Nonaccrual TDRs
|
|
Total
|
||||||
March 31, 2017
|
|
|
|
|
|
|
||||||
Commercial loan portfolio
|
|
$
|
41,055
|
|
|
$
|
23,842
|
|
|
$
|
64,897
|
|
Consumer loan portfolio
|
|
16,003
|
|
|
4,100
|
|
|
20,103
|
|
|||
Total
|
|
$
|
57,058
|
|
|
$
|
27,942
|
|
|
$
|
85,000
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||
Commercial loan portfolio
|
|
$
|
45,388
|
|
|
$
|
25,397
|
|
|
$
|
70,785
|
|
Consumer loan portfolio
|
|
17,147
|
|
|
5,134
|
|
|
22,281
|
|
|||
Total
|
|
$
|
62,535
|
|
|
$
|
30,531
|
|
|
$
|
93,066
|
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||
(Dollars in thousands)
|
|
Number of loans
|
|
Principal balance
|
|
Number of loans
|
|
Principal balance
|
||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
3
|
|
|
$
|
620
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
1
|
|
|
933
|
|
||
Subtotal - Commercial loan portfolio
|
|
3
|
|
|
620
|
|
|
1
|
|
|
933
|
|
||
Consumer loan portfolio (residential mortgage)
|
|
2
|
|
|
105
|
|
|
1
|
|
|
—
|
|
||
Total
|
|
5
|
|
|
$
|
725
|
|
|
2
|
|
|
$
|
933
|
|
(Dollars in thousands)
|
|
Commercial
Loan
Portfolio
|
|
Consumer
Loan
Portfolio
|
|
Total
|
||||||
Changes in allowance for loan losses for the three months ended March 31, 2017:
|
||||||||||||
Beginning balance
|
|
$
|
51,201
|
|
|
$
|
27,067
|
|
|
$
|
78,268
|
|
Provision for loan losses
|
|
4,392
|
|
|
(342
|
)
|
|
4,050
|
|
|||
Charge-offs
|
|
(2,691
|
)
|
|
(2,883
|
)
|
|
(5,574
|
)
|
|||
Recoveries
|
|
1,413
|
|
|
617
|
|
|
2,030
|
|
|||
Ending balance
|
|
$
|
54,315
|
|
|
$
|
24,459
|
|
|
$
|
78,774
|
|
Changes in allowance for loan losses for the three months ended March 31, 2016:
|
||||||||||||
Beginning balance
|
|
$
|
47,234
|
|
|
$
|
26,094
|
|
|
$
|
73,328
|
|
Provision for loan losses
|
|
1,000
|
|
|
500
|
|
|
1,500
|
|
|||
Charge-offs
|
|
(3,896
|
)
|
|
(1,562
|
)
|
|
(5,458
|
)
|
|||
Recoveries
|
|
330
|
|
|
618
|
|
|
948
|
|
|||
Ending balance
|
|
$
|
44,668
|
|
|
$
|
25,650
|
|
|
$
|
70,318
|
|
Allowance for loan losses balance at March 31, 2017 attributable to:
|
||||||||||||
Loans individually evaluated for impairment
|
|
$
|
3,721
|
|
|
$
|
1,919
|
|
|
$
|
5,640
|
|
Loans collectively evaluated for impairment
|
|
50,594
|
|
|
22,540
|
|
|
73,134
|
|
|||
Loans acquired with deteriorated credit quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
54,315
|
|
|
$
|
24,459
|
|
|
$
|
78,774
|
|
Recorded investment (loan balance) at March 31, 2017:
|
||||||||||||
Loans individually evaluated for impairment
|
|
$
|
78,679
|
|
|
$
|
26,220
|
|
|
$
|
104,899
|
|
Loans collectively evaluated for impairment
|
|
4,353,210
|
|
|
3,501,660
|
|
|
7,854,870
|
|
|||
Loans acquired with deteriorated credit quality
|
|
3,373,301
|
|
|
1,940,322
|
|
|
5,313,623
|
|
|||
Total
|
|
$
|
7,805,190
|
|
|
$
|
5,468,202
|
|
|
$
|
13,273,392
|
|
(Dollars in thousands)
|
|
Commercial
Loan
Portfolio
|
|
Consumer
Loan
Portfolio
|
|
Total
|
||||||
Allowance for loan losses balance at December 31, 2016 attributable to:
|
|
|
||||||||||
Loans individually evaluated for impairment
|
|
$
|
5,234
|
|
|
$
|
4,158
|
|
|
$
|
9,392
|
|
Loans collectively evaluated for impairment
|
|
45,967
|
|
|
22,909
|
|
|
68,876
|
|
|||
Loans acquired with deteriorated credit quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
51,201
|
|
|
$
|
27,067
|
|
|
$
|
78,268
|
|
Recorded investment (loan balance) at December 31, 2016:
|
|
|
||||||||||
Loans individually evaluated for impairment
|
|
$
|
78,523
|
|
|
$
|
28,346
|
|
|
$
|
106,869
|
|
Loans collectively evaluated for impairment
|
|
4,026,526
|
|
|
3,325,006
|
|
|
7,351,532
|
|
|||
Loans acquired with deteriorated credit quality
|
|
3,489,163
|
|
|
2,043,215
|
|
|
5,532,378
|
|
|||
Total
|
|
$
|
7,594,212
|
|
|
$
|
5,396,567
|
|
|
$
|
12,990,779
|
|
(Dollars in thousands)
|
|
Other real estate
owned |
|
Repossessed
assets |
||||
Balance at January 1, 2017
|
|
$
|
16,812
|
|
|
$
|
375
|
|
Other additions
(1)
|
|
3,119
|
|
|
1,162
|
|
||
Net payments received
|
|
(39
|
)
|
|
—
|
|
||
Disposals
|
|
(3,728
|
)
|
|
(1,037
|
)
|
||
Write-downs
|
|
(269
|
)
|
|
—
|
|
||
Balance at March 31, 2017
|
|
$
|
15,895
|
|
|
$
|
500
|
|
|
|
|
|
|
||||
Balance at January 1, 2016
|
|
$
|
9,716
|
|
|
$
|
219
|
|
Other additions
(1)
|
|
938
|
|
|
729
|
|
||
Net payments received
|
|
(185
|
)
|
|
(11
|
)
|
||
Disposals
|
|
(1,371
|
)
|
|
(620
|
)
|
||
Write-downs
|
|
(167
|
)
|
|
—
|
|
||
Balance at March 31, 2016
|
|
$
|
8,931
|
|
|
$
|
317
|
|
|
(1)
|
Includes loans transferred to other real estate owned and other repossessed assets.
|
(Dollars in thousands)
|
|
Other real estate
owned
|
|
Repossessed
assets
|
||||
For the three months ended March 31, 2017
|
|
|
|
|
|
|
||
Net gain (loss) on sale
|
|
$
|
1,047
|
|
|
$
|
(78
|
)
|
Write-downs
|
|
(269
|
)
|
|
—
|
|
||
Net operating expenses
|
|
(508
|
)
|
|
(3
|
)
|
||
Total
|
|
$
|
270
|
|
|
$
|
(81
|
)
|
For the three months ended March 31, 2016
|
|
|
|
|
|
|
||
Net gain (loss) on sale
|
|
$
|
722
|
|
|
$
|
(8
|
)
|
Write-downs
|
|
(167
|
)
|
|
—
|
|
||
Net operating expenses
|
|
(153
|
)
|
|
(5
|
)
|
||
Total
|
|
$
|
402
|
|
|
$
|
(13
|
)
|
|
|
For the three months ended March 31, 2017
|
||||||||||
(Dollars in thousands)
|
|
Commercial
Real Estate
|
|
Mortgage
|
|
Total
|
||||||
Fair value, beginning of period
|
|
$
|
344
|
|
|
$
|
47,741
|
|
|
$
|
48,085
|
|
Transfers based on new accounting policy election
|
|
—
|
|
|
15,891
|
|
|
15,891
|
|
|||
Additions from loans sold with servicing retained
|
|
—
|
|
|
1,753
|
|
|
1,753
|
|
|||
Changes in fair value due to:
|
|
|
|
|
|
|
||||||
Reductions from pay-offs, pay downs and run-off
|
|
(24
|
)
|
|
(582
|
)
|
|
(606
|
)
|
|||
Changes in estimates of fair value
(1)
|
|
—
|
|
|
(519
|
)
|
|
(519
|
)
|
|||
Fair value, end of period
|
|
$
|
320
|
|
|
$
|
64,284
|
|
|
$
|
64,604
|
|
Principal balance of loans serviced for others that have servicing capitalized
|
|
$
|
50,942
|
|
|
$
|
7,253,396
|
|
|
$
|
7,304,338
|
|
|
(Dollars in thousands)
|
|
For the three months ended March 31, 2016
|
||
Balance at beginning of period
|
|
$
|
11,122
|
|
Additions
|
|
331
|
|
|
Amortization
|
|
(975
|
)
|
|
Balance at end of period
|
|
$
|
10,478
|
|
|
|
|
Mortgage
|
||
As of March 31, 2017
|
|
|
|
|
|
Prepayment speed
|
|
|
0.0 - 36.6%
|
|
|
Weighted average (“WA”) discount rate
|
|
|
10.1
|
%
|
|
Cost to service/per year
|
|
|
$
|
65
|
|
Ancillary income/per year
|
|
|
$
|
31
|
|
WA float range
|
|
|
0.98
|
%
|
|
As of December 31, 2016
|
|
|
|
|
|
Prepayment speed
|
|
|
0.0 - 99.8%
|
|
|
WA discount rate
|
|
|
10.1
|
%
|
|
Cost to service/per year
|
|
|
$65-$90
|
|
|
Ancillary income/per year
|
|
|
$
|
28
|
|
WA float range
|
|
|
1.0
|
%
|
(Dollars in thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Core deposit intangible assets
|
|
$
|
38,723
|
|
|
$
|
40,211
|
|
Non-compete intangible assets
|
|
125
|
|
|
—
|
|
||
Total other intangible assets
|
|
$
|
38,848
|
|
|
$
|
40,211
|
|
(Dollars in thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Gross original amount
|
|
$
|
59,143
|
|
|
$
|
59,143
|
|
Accumulated amortization
|
|
20,420
|
|
|
18,932
|
|
||
Net carrying amount
|
|
$
|
38,723
|
|
|
$
|
40,211
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(Dollars in thousands)
|
|
Notional
Amount (1)
|
|
Gross
Derivative
Assets (2)
|
|
Gross
Derivative
Liabilities
(2)
|
|
Notional
Amount (1)
|
|
Gross
Derivative
Assets (2)
|
|
Gross
Derivative
Liabilities
(2)
|
||||||||||||
Customer-initiated and mortgage banking derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer-initiated derivatives
|
|
$
|
837,903
|
|
|
$
|
6,377
|
|
|
$
|
6,342
|
|
|
$
|
600,598
|
|
|
$
|
4,406
|
|
|
$
|
4,141
|
|
Forward contracts related to mortgage loans to be delivered for sale
|
|
121,008
|
|
|
—
|
|
|
342
|
|
|
140,155
|
|
|
635
|
|
|
—
|
|
||||||
Interest rate lock commitments
|
|
96,764
|
|
|
2,178
|
|
|
—
|
|
|
76,034
|
|
|
956
|
|
|
—
|
|
||||||
Power Equity CD
|
|
37,635
|
|
|
2,234
|
|
|
2,234
|
|
|
36,807
|
|
|
2,218
|
|
|
2,218
|
|
||||||
Total gross derivatives
|
|
$
|
1,093,310
|
|
|
$
|
10,789
|
|
|
$
|
8,918
|
|
|
$
|
853,594
|
|
|
$
|
8,215
|
|
|
$
|
6,359
|
|
|
(1)
|
Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Position.
|
(2)
|
Derivative assets are included within "Other assets" and derivative liabilities are included within "Other liabilities" on the Consolidated Statements of Financial Position. Included in the fair value of the derivative assets are credit valuation adjustments for counterparty credit risk totaling
$138 thousand
at
March 31, 2017
and
$99 thousand
at
December 31, 2016
.
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
Location of Gain (Loss)
|
|
2017
|
|
2016
|
||||
Forward contracts related to mortgage loans to be delivered for sale
|
|
Mortgage banking revenue
|
|
$
|
(977
|
)
|
|
$
|
(233
|
)
|
Interest rate lock commitments
|
|
Mortgage banking revenue
|
|
1,223
|
|
|
161
|
|
||
Customer-initiated derivatives
|
|
Other noninterest income
|
|
(231
|
)
|
|
—
|
|
||
Total gain (loss) recognized in income
|
|
|
|
$
|
15
|
|
|
$
|
(72
|
)
|
|
|
|
|
|
|
|
|
Gross amounts not offset in the
statements of financial position |
|
|
||||||||||||||
(Dollars in thousands)
|
|
Gross
amounts recognized |
|
Gross amounts
offset in the statements of financial condition |
|
Net amounts
presented in the statements of financial position |
|
Financial
instruments |
|
Collateral
(received)/posted |
|
Net
Amount |
||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Offsetting derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
|
$
|
6,355
|
|
|
$
|
—
|
|
|
$
|
6,355
|
|
|
$
|
—
|
|
|
$
|
(450
|
)
|
|
$
|
5,905
|
|
Offsetting derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative liabilities
|
|
6,342
|
|
|
—
|
|
|
6,342
|
|
|
—
|
|
|
7,506
|
|
|
(1,164
|
)
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Offsetting derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
|
$
|
4,405
|
|
|
$
|
—
|
|
|
$
|
4,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,405
|
|
Offsetting derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative liabilities
|
|
4,141
|
|
|
—
|
|
|
4,141
|
|
|
—
|
|
|
2,550
|
|
|
1,591
|
|
|
For the three months ended March 31,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Reserve balance at beginning of period
|
$
|
6,459
|
|
|
$
|
4,048
|
|
Reserve reduction
|
(770
|
)
|
|
(150
|
)
|
||
Charge-offs
|
—
|
|
|
(73
|
)
|
||
Ending reserve balance
|
$
|
5,689
|
|
|
$
|
3,825
|
|
(Dollars in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Reserve balance
|
|
|
|
||||
Liability for specific claims
|
529
|
|
|
730
|
|
||
General allowance
|
5,160
|
|
|
5,729
|
|
||
Total reserve balance
|
$
|
5,689
|
|
|
$
|
6,459
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Weighted Average Rate
(1)
|
|
Amount
|
|
Weighted Average Rate
(1)
|
||||||
Securities sold under agreements to repurchase with customers:
|
|
|
|
|
|
|
|
|
||||||
Securities sold under agreements to repurchase with customers
|
|
$
|
398,910
|
|
|
0.18
|
%
|
|
$
|
343,047
|
|
|
0.16
|
%
|
Short-term borrowings:
|
|
|
|
|
|
|
|
|
||||||
FHLB advances: 0.66% - 0.89% fixed-rate notes
|
|
900,000
|
|
|
0.79
|
|
|
825,000
|
|
|
0.65
|
|
||
Long-term borrowings:
|
|
|
|
|
|
|
|
|
||||||
FHLB advances: 0.92% - 7.44% fixed-rate notes due 2017 to 2020
(2)
|
|
386,417
|
|
|
2.11
|
|
|
438,538
|
|
|
1.24
|
|
||
Securities sold under agreements to repurchase: 1.48% - 2.75% fixed-rate notes due in 2017
(3)
|
|
9,093
|
|
|
1.29
|
|
|
19,144
|
|
|
3.17
|
|
||
Line-of-credit: floating-rate based on one-month LIBOR plus 1.75%
|
|
79,783
|
|
|
2.53
|
|
|
124,625
|
|
|
2.52
|
|
||
Subordinated debt obligations: floating-rate based on three-month LIBOR plus 1.45% - 2.85% due 2034 to 2035
(4)
|
|
11,320
|
|
|
3.30
|
|
|
11,285
|
|
|
3.14
|
|
||
Subordinated debt obligations: floating-rate based on three-month LIBOR plus 3.25% due in 2032
(5)
|
|
4,263
|
|
|
4.40
|
|
|
4,255
|
|
|
4.25
|
|
||
Total long-term borrowings
|
|
490,876
|
|
|
2.21
|
|
|
597,847
|
|
|
1.63
|
|
||
Total borrowings
|
|
$
|
1,789,786
|
|
|
1.04
|
%
|
|
$
|
1,765,894
|
|
|
0.89
|
%
|
|
(1)
|
Weighted average rate presented is the contractual rate which excludes premiums and discounts related to purchase accounting.
|
(2)
|
The
March 31, 2017
balances include advances payable of
$385.9 million
and purchase accounting premiums of
$0.6 million
. The
December 31, 2016
balance includes advances payable of
$437.8 million
and purchase accounting premiums of
$0.7 million
.
|
(3)
|
The
March 31, 2017
balance includes advances payable of
$9.0 million
and purchase accounting premiums of
$0.1 million
. The
December 31, 2016
balance includes advance payable of
$19.0 million
and purchase accounting premiums of
$0.1 million
.
|
(4)
|
The
March 31, 2017
balance includes advances payable of
$15.0 million
and purchase accounting discounts of
$3.7 million
. The
December 31, 2016
balance includes advances payable of
$15.0 million
and purchase accounting discounts of
$3.7 million
.
|
(5)
|
The
March 31, 2017
balance includes advances payable of
$5.0 million
and purchase accounting discounts of
$0.7 million
. The
December 31, 2016
balance includes advances payable of
$5.0 million
and purchase accounting discounts of
$0.7 million
.
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
Tax at statutory rate
|
|
$
|
20,951
|
|
|
35.0
|
%
|
|
$
|
11,677
|
|
|
35.0
|
%
|
Changes resulting from:
|
|
|
|
|
|
|
|
|
||||||
Tax-exempt interest income
|
|
(1,757
|
)
|
|
(2.9
|
)
|
|
(1,139
|
)
|
|
(3.4
|
)
|
||
State taxes, net of federal benefit
|
|
212
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||
Change in valuation allowance
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Bank-owned life insurance adjustments
|
|
(344
|
)
|
|
(0.6
|
)
|
|
(68
|
)
|
|
(0.2
|
)
|
||
Income tax credits, net
|
|
(695
|
)
|
|
(1.2
|
)
|
|
(797
|
)
|
|
(2.4
|
)
|
||
Tax benefits in excess of compensation costs on share-based payments
|
|
(6,134
|
)
|
|
(10.2
|
)
|
|
(343
|
)
|
|
(1.0
|
)
|
||
Other, net
|
|
13
|
|
|
—
|
|
|
427
|
|
|
1.2
|
|
||
Income tax expense
|
|
$
|
12,257
|
|
|
20.5
|
%
|
|
$
|
9,757
|
|
|
29.2
|
%
|
|
|
Non-Vested
Stock Options Outstanding
|
|
Stock Options Outstanding
|
||||||||||||||
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Weighted-
Average
Grant Date
Fair Value Per Share
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
Per Share
|
||||||||
Outstanding at December 31, 2016
|
|
407,939
|
|
|
$
|
32.81
|
|
|
$
|
6.15
|
|
|
2,453,395
|
|
|
$
|
21.41
|
|
Granted
|
|
126,695
|
|
|
53.72
|
|
|
10.05
|
|
|
126,695
|
|
|
53.72
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,210,264
|
)
|
|
15.92
|
|
|||
Vested
|
|
(81,584
|
)
|
|
32.81
|
|
|
6.15
|
|
|
—
|
|
|
—
|
|
|||
Forfeited/expired
|
|
(3,940
|
)
|
|
32.81
|
|
|
6.15
|
|
|
(3,940
|
)
|
|
32.81
|
|
|||
Outstanding at March 31, 2017
|
|
449,110
|
|
|
$
|
38.71
|
|
|
$
|
7.25
|
|
|
1,365,886
|
|
|
$
|
29.24
|
|
Exercisable/vested at March 31, 2017
|
|
|
|
|
|
|
|
916,776
|
|
|
$
|
24.60
|
|
Expected dividend yield
|
3.32
|
%
|
|
Risk-free interest rate
|
2.06
|
%
|
|
Expected stock price volatility
|
26.9
|
%
|
|
Expected life of options – in years
|
6.0
|
|
|
Weighted average fair value of options granted
|
$
|
10.05
|
|
|
|
Number of
Units
|
|
Weighted-average
grant date fair value per unit
|
|||
Outstanding at December 31, 2016
|
|
298,357
|
|
|
$
|
32.81
|
|
Granted
|
|
159,462
|
|
|
52.11
|
|
|
Converted into shares of common stock
|
|
(40,141
|
)
|
|
26.86
|
|
|
Forfeited/expired
|
|
(316
|
)
|
|
32.81
|
|
|
Outstanding at March 31, 2017
|
|
417,362
|
|
|
$
|
40.76
|
|
Nonvested restricted stock awards
|
|
Number of Awards
|
|
Weighted-average acquisition-date
fair value |
|||
Nonvested at January 1, 2017
|
|
365,891
|
|
|
$
|
46.23
|
|
Vested
|
|
(61,049
|
)
|
|
46.23
|
|
|
Forfeited
|
|
(1,524
|
)
|
|
46.23
|
|
|
Nonvested at March 31, 2017
|
|
303,318
|
|
|
$
|
46.23
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Defined Benefit Pension Plans
|
|
|
|
|
||||
Service cost
|
|
$
|
233
|
|
|
$
|
277
|
|
Interest cost
|
|
1,302
|
|
|
1,358
|
|
||
Expected return on plan assets
|
|
(2,217
|
)
|
|
(2,141
|
)
|
||
Amortization of unrecognized net loss
|
|
578
|
|
|
572
|
|
||
Net periodic benefit cost (income)
|
|
$
|
(104
|
)
|
|
$
|
66
|
|
Postretirement Benefit Plan
|
|
|
|
|
||||
Service cost
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
|
24
|
|
|
33
|
|
||
Amortization of prior service cost
|
|
—
|
|
|
29
|
|
||
Amortization of unrecognized net gain
|
|
(41
|
)
|
|
(24
|
)
|
||
Net periodic benefit cost (income)
|
|
$
|
(16
|
)
|
|
$
|
40
|
|
|
Actual
|
|
Minimum Required for Capital Adequacy Purposes
|
|
Minimum Required for Capital Adequacy Purposes Plus Capital Conservation Buffer
|
|
Required to be Well Capitalized Under Prompt Corrective Action Regulations
|
||||||||||||||||||||
(Dollars in thousands)
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
|
Capital
Amount
|
|
Ratio
|
||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
$
|
1,547,145
|
|
|
11.4
|
%
|
|
$
|
1,089,998
|
|
|
8.0
|
%
|
|
$
|
1,260,310
|
|
|
9.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Chemical Bank
|
1,581,814
|
|
|
11.7
|
|
|
1,086,008
|
|
|
8.0
|
|
|
1,255,696
|
|
|
9.3
|
|
|
$
|
1,357,510
|
|
|
10.0
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,445,929
|
|
|
10.6
|
|
|
817,498
|
|
|
6.0
|
|
|
987,810
|
|
|
7.3
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,496,181
|
|
|
11.0
|
|
|
814,506
|
|
|
6.0
|
|
|
984,195
|
|
|
7.3
|
|
|
1,086,008
|
|
|
8.0
|
|
||||
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,445,929
|
|
|
10.6
|
|
|
613,124
|
|
|
4.5
|
|
|
783,436
|
|
|
5.8
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,496,181
|
|
|
11.0
|
|
|
610,879
|
|
|
4.5
|
|
|
780,568
|
|
|
5.8
|
|
|
882,381
|
|
|
6.5
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,445,929
|
|
|
8.9
|
|
|
651,811
|
|
|
4.0
|
|
|
651,811
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,496,181
|
|
|
9.2
|
|
|
650,356
|
|
|
4.0
|
|
|
650,356
|
|
|
4.0
|
|
|
812,945
|
|
|
5.0
|
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
$
|
1,543,018
|
|
|
11.5
|
%
|
|
$
|
1,073,431
|
|
|
8.0
|
%
|
|
$
|
1,157,293
|
|
|
8.6
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Chemical Bank
|
1,608,980
|
|
|
12.0
|
|
|
1,068,560
|
|
|
8.0
|
|
|
1,152,041
|
|
|
8.6
|
|
|
$
|
1,335,700
|
|
|
10.0
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,441,209
|
|
|
10.7
|
|
|
805,073
|
|
|
6.0
|
|
|
888,935
|
|
|
6.6
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,522,711
|
|
|
11.4
|
|
|
801,420
|
|
|
6.0
|
|
|
884,901
|
|
|
6.6
|
|
|
1,068,560
|
|
|
8.0
|
|
||||
Common Equity Tier 1 Capital to Risk-Weighted Asset
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,441,209
|
|
|
10.7
|
|
|
603,805
|
|
|
4.5
|
|
|
687,667
|
|
|
5.1
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,522,711
|
|
|
11.4
|
|
|
601,065
|
|
|
4.5
|
|
|
684,546
|
|
|
5.1
|
|
|
868,205
|
|
|
6.5
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
1,441,209
|
|
|
9.0
|
|
|
643,603
|
|
|
4.0
|
|
|
643,603
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
1,522,711
|
|
|
9.5
|
|
|
641,457
|
|
|
4.0
|
|
|
641,457
|
|
|
4.0
|
|
|
801,822
|
|
|
5.0
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands, except per share data)
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
47,604
|
|
|
$
|
23,605
|
|
Net income allocated to participating securities
|
|
226
|
|
|
—
|
|
||
Net income allocated to common shareholders (1)
|
|
$
|
47,378
|
|
|
$
|
23,605
|
|
Weighted average common shares - issued
|
|
70,969
|
|
|
38,198
|
|
||
Average unvested restricted share awards
|
|
(341
|
)
|
|
—
|
|
||
Weighted average common shares outstanding - basic
|
|
70,628
|
|
|
38,198
|
|
||
Effect of dilutive securities
|
|
|
|
|
||||
Weighted average common stock equivalents
|
|
787
|
|
|
323
|
|
||
Weighted average common shares outstanding - diluted
|
|
71,415
|
|
|
38,521
|
|
||
EPS available to common shareholders
|
|
|
|
|
||||
Basic earnings per common share
|
|
$
|
0.67
|
|
|
$
|
0.61
|
|
Diluted earnings per common share
|
|
$
|
0.67
|
|
|
$
|
0.60
|
|
|
(1)
|
Net income allocated to common shareholders for basic and diluted earnings per share may differ under the two-class method as a result of adding common share equivalents for options and warrants to dilutive shares outstanding, which alters the ratio used to allocate net income to common shareholders and participating securities for the purposes of calculating diluted earnings per share.
|
(Dollars in thousands)
|
|
Unrealized gains
(losses) on securities available-for-sale, net of tax |
|
Defined Benefit Pension Plans
|
|
Total
|
||||||
For the three months ended March 31, 2017
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(14,142
|
)
|
|
$
|
(25,894
|
)
|
|
$
|
(40,036
|
)
|
Other comprehensive income before reclassifications
|
|
1,780
|
|
|
—
|
|
|
1,780
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(58
|
)
|
|
349
|
|
|
291
|
|
|||
Net current period other comprehensive income
|
|
1,722
|
|
|
349
|
|
|
2,071
|
|
|||
Ending balance
|
|
$
|
(12,420
|
)
|
|
$
|
(25,545
|
)
|
|
$
|
(37,965
|
)
|
For the three months ended March 31, 2016
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(1,888
|
)
|
|
$
|
(27,144
|
)
|
|
$
|
(29,032
|
)
|
Other comprehensive income before reclassifications
|
|
2,729
|
|
|
—
|
|
|
2,729
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(12
|
)
|
|
(375
|
)
|
|
(387
|
)
|
|||
Net current period other comprehensive income (loss)
|
|
2,717
|
|
|
(375
|
)
|
|
2,342
|
|
|||
Ending balance
|
|
$
|
829
|
|
|
$
|
(27,519
|
)
|
|
$
|
(26,690
|
)
|
(Dollars in thousands)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line Item in the Income Statement
|
|||||||
|
|
Three Months Ended March 31,
|
|
|
||||||
|
|
2017
|
|
2016
|
|
|
||||
Gains and losses on available-for-sale securities
|
|
$
|
90
|
|
|
$
|
19
|
|
|
Gain on sale of investment securities (noninterest income)
|
|
|
(32
|
)
|
|
(7
|
)
|
|
Income tax (expense)/benefit
|
||
|
|
$
|
58
|
|
|
$
|
12
|
|
|
Net Income
|
Amortization of defined benefit pension plan items
|
|
$
|
537
|
|
|
$
|
577
|
|
|
Salaries, wages and employee benefits (operating expenses)
|
|
|
(188
|
)
|
|
(202
|
)
|
|
Income tax (expense)/benefit
|
||
|
|
$
|
349
|
|
|
$
|
375
|
|
|
Net Income
|
|
|
Three Months Ended
|
||||||||||
(Dollars in thousands, except per share data)
|
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
||||||
Summary of Operations
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
142,896
|
|
|
$
|
144,416
|
|
|
$
|
79,464
|
|
Interest expense
|
|
12,799
|
|
|
11,969
|
|
|
5,134
|
|
|||
Net interest income
|
|
130,097
|
|
|
132,447
|
|
|
74,330
|
|
|||
Provision for loan losses
|
|
4,050
|
|
|
6,272
|
|
|
1,500
|
|
|||
Net interest income after provision for loan losses
|
|
126,047
|
|
|
126,175
|
|
|
72,830
|
|
|||
Noninterest income
|
|
38,010
|
|
|
54,264
|
|
|
19,419
|
|
|||
Operating expenses, excluding transaction expenses (non-GAAP)
|
|
100,029
|
|
|
96,286
|
|
|
56,293
|
|
|||
Transaction expenses
|
|
4,167
|
|
|
18,016
|
|
|
2,594
|
|
|||
Income before income taxes
|
|
59,861
|
|
|
66,137
|
|
|
33,362
|
|
|||
Income tax expense
|
|
12,257
|
|
|
18,969
|
|
|
9,757
|
|
|||
Net income
|
|
$
|
47,604
|
|
|
$
|
47,168
|
|
|
$
|
23,605
|
|
Significant items, net of tax
|
|
3,046
|
|
|
2,781
|
|
|
1,686
|
|
|||
Net income, excluding significant items
(1)
|
|
$
|
50,650
|
|
|
$
|
49,949
|
|
|
$
|
25,291
|
|
|
|
|
|
|
|
|
||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.61
|
|
Diluted
|
|
0.67
|
|
|
0.66
|
|
|
0.60
|
|
|||
Diluted, excluding significant items (non-GAAP)
(1)
|
|
0.71
|
|
|
0.70
|
|
|
0.65
|
|
|||
Cash dividends declared
|
|
0.27
|
|
|
0.27
|
|
|
0.26
|
|
|||
Book value - period-end
|
|
36.56
|
|
|
36.57
|
|
|
26.99
|
|
|||
Tangible book value - period-end
(1)
|
|
20.32
|
|
|
20.20
|
|
|
19.20
|
|
|||
Market value - period-end
|
|
51.15
|
|
|
54.17
|
|
|
35.69
|
|
|||
|
|
|
|
|
|
|
||||||
Key Ratios (annualized where applicable)
|
|
|
|
|
|
|||||||
Net interest margin (GAAP)
|
|
3.41
|
%
|
|
3.48
|
%
|
|
3.50
|
%
|
|||
Net interest margin (taxable equivalent basis) (non-GAAP)
(2)
|
|
3.49
|
%
|
|
3.56
|
%
|
|
3.60
|
%
|
|||
Efficiency ratio (GAAP)
|
|
62.0
|
%
|
|
61.2
|
%
|
|
62.8
|
%
|
|||
Efficiency ratio - adjusted (non-GAAP)
(1)
|
|
57.4
|
%
|
|
53.7
|
%
|
|
57.6
|
%
|
|||
Return on average assets
|
|
1.09
|
%
|
|
1.09
|
%
|
|
1.02
|
%
|
|||
Return on average shareholders' equity
|
|
7.4
|
%
|
|
7.4
|
%
|
|
9.3
|
%
|
|||
Average shareholders' equity as a percent of average assets
|
|
14.8
|
%
|
|
14.9
|
%
|
|
11.0
|
%
|
|||
Capital ratios (period end):
|
|
|
|
|
|
|
||||||
Tangible shareholders' equity as a percent of tangible assets
(1)
|
|
8.8
|
%
|
|
8.8
|
%
|
|
8.2
|
%
|
|||
Total risk-based capital ratio
|
|
11.4
|
%
|
|
11.5
|
%
|
|
11.5
|
%
|
(Dollars in thousands, except per share data)
|
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
||||||
Tangible Book Value
|
|
|
|
|
|
|
||||||
Shareholders' equity, as reported
|
|
$
|
2,600,051
|
|
|
$
|
2,581,526
|
|
|
$
|
1,032,291
|
|
Goodwill, CDI and noncompete agreements, net of tax
|
|
(1,154,915
|
)
|
|
(1,155,617
|
)
|
|
(297,821
|
)
|
|||
Tangible shareholders' equity
|
|
$
|
1,445,136
|
|
|
$
|
1,425,909
|
|
|
$
|
734,470
|
|
Common shares outstanding
|
|
71,118
|
|
|
70,599
|
|
|
38,248
|
|
|||
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)
|
|
$
|
36.56
|
|
|
$
|
36.57
|
|
|
$
|
26.99
|
|
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)
|
|
$
|
20.32
|
|
|
$
|
20.20
|
|
|
$
|
19.20
|
|
Tangible Shareholders' Equity to Tangible Assets
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
17,636,973
|
|
|
$
|
17,355,179
|
|
|
$
|
9,303,632
|
|
Goodwill, CDI and noncompete agreements, net of tax
|
|
(1,154,915
|
)
|
|
(1,155,617
|
)
|
|
(297,821
|
)
|
|||
Tangible assets
|
|
$
|
16,482,058
|
|
|
$
|
16,199,562
|
|
|
$
|
9,005,811
|
|
Shareholders' equity to total assets
|
|
14.7
|
%
|
|
14.9
|
%
|
|
11.1
|
%
|
|||
Tangible shareholders' equity to tangible assets
|
|
8.8
|
%
|
|
8.8
|
%
|
|
8.2
|
%
|
|
Maturity as of March 31, 2017
(1)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Within
One Year
|
|
After One
but Within
Five Years
|
|
After Five
but Within
Ten Years
|
|
After
Ten Years
|
|
Total
Carrying
Value
(2)
|
|
Total
Fair
Value
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
||||||||||||||||||
Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
U.S. Treasury securities
|
$
|
5,793
|
|
|
0.95
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
5,793
|
|
|
0.95
|
%
|
|
$
|
5,793
|
|
Government sponsored agencies
|
73,714
|
|
|
1.24
|
|
|
80,678
|
|
|
1.57
|
|
|
63,629
|
|
|
1.84
|
|
|
6,318
|
|
|
2.07
|
|
|
224,339
|
|
|
1.55
|
|
|
224,339
|
|
||||||
State and political subdivisions
|
11,631
|
|
|
2.59
|
|
|
72,232
|
|
|
2.06
|
|
|
117,659
|
|
|
2.43
|
|
|
98,887
|
|
|
2.96
|
|
|
300,409
|
|
|
2.52
|
|
|
300,409
|
|
||||||
Residential mortgage-backed securities
|
52,257
|
|
|
1.54
|
|
|
137,778
|
|
|
1.60
|
|
|
43,718
|
|
|
2.09
|
|
|
22,791
|
|
|
2.28
|
|
|
256,544
|
|
|
1.73
|
|
|
256,544
|
|
||||||
Collateralized mortgage obligations
|
92,391
|
|
|
2.18
|
|
|
185,020
|
|
|
2.24
|
|
|
77,324
|
|
|
2.35
|
|
|
12,586
|
|
|
2.40
|
|
|
367,321
|
|
|
2.25
|
|
|
367,321
|
|
||||||
Corporate bonds
|
10,898
|
|
|
1.50
|
|
|
48,998
|
|
|
1.89
|
|
|
29,357
|
|
|
3.66
|
|
|
—
|
|
|
—
|
|
|
89,253
|
|
|
2.42
|
|
|
89,253
|
|
||||||
Preferred stock and trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,561
|
|
|
3.08
|
|
|
23,626
|
|
|
2.86
|
|
|
32,187
|
|
|
2.92
|
|
|
32,187
|
|
||||||
Total investment securities available-for-sale
|
246,684
|
|
|
1.72
|
|
|
524,706
|
|
|
1.91
|
|
|
340,248
|
|
|
2.38
|
|
|
164,208
|
|
|
2.77
|
|
|
1,275,846
|
|
|
2.11
|
|
|
1,275,846
|
|
||||||
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and political subdivisions
|
70,242
|
|
|
3.41
|
|
|
271,055
|
|
|
3.65
|
|
|
146,712
|
|
|
3.65
|
|
|
158,683
|
|
|
4.04
|
|
|
646,692
|
|
|
3.72
|
|
|
639,450
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
4.00
|
|
|
500
|
|
|
4.00
|
|
|
350
|
|
||||||
Total investment securities held-to-maturity
|
70,242
|
|
|
3.41
|
|
|
271,055
|
|
|
3.65
|
|
|
146,712
|
|
|
3.65
|
|
|
159,183
|
|
|
4.04
|
|
|
647,192
|
|
|
3.72
|
|
|
639,800
|
|
||||||
Total investment securities
|
$
|
316,926
|
|
|
2.10
|
%
|
|
$
|
795,761
|
|
|
2.50
|
%
|
|
$
|
486,960
|
|
|
2.76
|
%
|
|
$
|
323,391
|
|
|
3.40
|
%
|
|
$
|
1,923,038
|
|
|
2.65
|
%
|
|
$
|
1,915,646
|
|
(1)
|
Residential mortgage-backed securities, collateralized mortgage obligations and certain government sponsored agencies are based on scheduled principal maturity. All other investment securities are based on final contractual maturity.
|
(2)
|
The aggregate book value of securities issued by any single issuer, other than the U.S. government and government sponsored agencies, did not exceed 10% of the Corporation's shareholders' equity.
|
(3)
|
Yields are weighted by amount and time to contractual maturity, are on a taxable equivalent basis using a 35% federal income tax rate and are based on carrying value. Yields disclosed are actual yields based on carrying value at March 31, 2017. Approximately 14% of the Corporation's investment securities at March 31, 2017 were variable-rate financial instruments.
|
|
Maturity as of December 31, 2016
(1)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Within
One Year
|
|
After One
but Within
Five Years
|
|
After Five
but Within
Ten Years
|
|
After
Ten Years
|
|
Total
Carrying
Value
(2)
|
|
Total
Fair
Value
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
Amount
|
|
Yield
(3)
|
|
||||||||||||||||||
Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
U.S. Treasury securities
|
$
|
5,793
|
|
|
0.95
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
5,793
|
|
|
0.95
|
%
|
|
$
|
5,793
|
|
Government sponsored agencies
|
71,233
|
|
|
1.11
|
|
|
82,888
|
|
|
1.43
|
|
|
56,363
|
|
|
1.78
|
|
|
4,527
|
|
|
1.85
|
|
|
215,011
|
|
|
1.42
|
|
|
215,011
|
|
||||||
State and political subdivisions
|
9,438
|
|
|
2.53
|
|
|
70,435
|
|
|
2.11
|
|
|
116,239
|
|
|
2.39
|
|
|
103,976
|
|
|
2.94
|
|
|
300,088
|
|
|
2.52
|
|
|
300,088
|
|
||||||
Residential mortgage-backed securities
|
54,204
|
|
|
1.55
|
|
|
143,937
|
|
|
1.60
|
|
|
48,400
|
|
|
2.08
|
|
|
25,741
|
|
|
2.31
|
|
|
272,282
|
|
|
1.74
|
|
|
272,282
|
|
||||||
Collateralized mortgage obligations
|
87,400
|
|
|
2.04
|
|
|
135,646
|
|
|
2.26
|
|
|
79,496
|
|
|
2.42
|
|
|
17,483
|
|
|
2.58
|
|
|
320,025
|
|
|
2.26
|
|
|
320,025
|
|
||||||
Corporate bonds
|
7,778
|
|
|
1.47
|
|
|
52,315
|
|
|
1.85
|
|
|
29,381
|
|
|
3.66
|
|
|
—
|
|
|
—
|
|
|
89,474
|
|
|
2.41
|
|
|
89,474
|
|
||||||
Preferred stock and trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,291
|
|
|
2.95
|
|
|
32,291
|
|
|
2.95
|
|
|
32,291
|
|
||||||
Total investment securities available-for-sale
|
235,846
|
|
|
1.62
|
|
|
485,221
|
|
|
1.86
|
|
|
329,879
|
|
|
2.36
|
|
|
184,018
|
|
|
2.79
|
|
|
1,234,964
|
|
|
2.09
|
|
|
1,234,964
|
|
||||||
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and political subdivisions
|
66,090
|
|
|
2.18
|
|
|
262,136
|
|
|
2.74
|
|
|
145,225
|
|
|
3.90
|
|
|
149,476
|
|
|
3.13
|
|
|
622,927
|
|
|
3.04
|
|
|
608,221
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
4.00
|
|
|
500
|
|
|
4.00
|
|
|
310
|
|
||||||
Total investment securities held-to-maturity
|
66,090
|
|
|
2.18
|
|
|
262,136
|
|
|
2.74
|
|
|
145,225
|
|
|
3.90
|
|
|
149,976
|
|
|
3.13
|
|
|
623,427
|
|
|
3.05
|
|
|
608,531
|
|
||||||
Total investment securities
|
$
|
301,936
|
|
|
1.74
|
%
|
|
$
|
747,357
|
|
|
2.17
|
%
|
|
$
|
475,104
|
|
|
2.83
|
%
|
|
$
|
333,994
|
|
|
2.95
|
%
|
|
$
|
1,858,391
|
|
|
2.41
|
%
|
|
$
|
1,843,495
|
|
(1)
|
Residential mortgage-backed securities, collateralized mortgage obligations and certain government sponsored agencies are based on scheduled principal maturity. All other investment securities are based on final contractual maturity.
|
(2)
|
The aggregate book value of securities issued by any single issuer, other than the U.S. government and government sponsored agencies, did not exceed 10% of the Corporation's shareholders' equity.
|
(3)
|
Yields are weighted by amount and time to contractual maturity, are on a taxable equivalent basis using a 35% federal income tax rate and are based on carrying value. Yields disclosed are actual yields based on carrying value at December 31, 2016. Approximately 10% of the Corporation's investment securities at December 31, 2016 were variable-rate financial instruments.
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Available-for-sale:
|
|
|
|
|
||||
U.S. Treasury securities
|
|
$
|
5,793
|
|
|
$
|
5,793
|
|
Government sponsored agencies
|
|
224,339
|
|
|
215,011
|
|
||
State and political subdivisions
|
|
300,409
|
|
|
300,088
|
|
||
Residential mortgage-backed securities
|
|
256,544
|
|
|
272,282
|
|
||
Collateralized mortgage obligations
|
|
367,321
|
|
|
320,025
|
|
||
Corporate bonds
|
|
89,253
|
|
|
89,474
|
|
||
Preferred stock and trust preferred securities
|
|
32,187
|
|
|
32,291
|
|
||
Total investment securities available-for-sale
|
|
1,275,846
|
|
|
1,234,964
|
|
||
Held-to-maturity:
|
|
|
|
|
||||
State and political subdivisions
|
|
646,692
|
|
|
622,927
|
|
||
Trust preferred securities
|
|
500
|
|
|
500
|
|
||
Total investment securities held-to-maturity
|
|
647,192
|
|
|
623,427
|
|
||
Total investment securities
|
|
$
|
1,923,038
|
|
|
$
|
1,858,391
|
|
(Dollars in thousands)
|
|
Talmer Bancorp, Inc.
(August 31, 2016)
|
||
Commercial loan portfolio:
|
|
|
||
Commercial
|
|
$
|
1,223,179
|
|
Commercial real estate
|
|
1,589,900
|
|
|
Real estate construction
|
|
166,364
|
|
|
Subtotal
|
|
2,979,443
|
|
|
Consumer loan portfolio:
|
|
|
||
Residential mortgage
|
|
1,531,641
|
|
|
Consumer installment
|
|
158,835
|
|
|
Home equity
|
|
212,483
|
|
|
Subtotal
|
|
1,902,959
|
|
|
Total loans
|
|
$
|
4,882,402
|
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Commercial loan portfolio:
|
|
|
|
|
||||
Commercial
|
|
$
|
3,253,608
|
|
|
$
|
3,217,300
|
|
Commercial real estate:
|
|
|
|
|
||||
Owner-occupied
|
|
1,705,653
|
|
|
1,697,238
|
|
||
Non-owner occupied
|
|
2,316,846
|
|
|
2,217,594
|
|
||
Vacant land
|
|
75,272
|
|
|
58,308
|
|
||
Total commercial real estate
|
|
4,097,771
|
|
|
3,973,140
|
|
||
Real estate construction and land development
|
|
453,811
|
|
|
403,772
|
|
||
Subtotal - commercial loan portfolio
|
|
7,805,190
|
|
|
7,594,212
|
|
||
Consumer loan portfolio:
|
|
|
|
|
||||
Residential mortgage
|
|
3,133,465
|
|
|
3,086,474
|
|
||
Consumer installment
|
|
1,481,057
|
|
|
1,433,884
|
|
||
Home equity
|
|
853,680
|
|
|
876,209
|
|
||
Subtotal - consumer loan portfolio
|
|
5,468,202
|
|
|
5,396,567
|
|
||
Total loans
|
|
$
|
13,273,392
|
|
|
$
|
12,990,779
|
|
|
|
March 31, 2017
|
||||||||||||||
|
|
Due In
|
||||||||||||||
(Dollars in thousands)
|
|
1 Year
or Less
|
|
1 to 5
Years
|
|
Over 5
Years
|
|
Total
|
||||||||
Loan maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
1,047,947
|
|
|
$
|
1,737,332
|
|
|
$
|
468,329
|
|
|
$
|
3,253,608
|
|
Commercial real estate
|
|
528,332
|
|
|
2,366,441
|
|
|
1,202,998
|
|
|
4,097,771
|
|
||||
Real estate construction and land development
|
|
95,137
|
|
|
237,063
|
|
|
121,611
|
|
|
453,811
|
|
||||
Total
|
|
$
|
1,671,416
|
|
|
$
|
4,340,836
|
|
|
$
|
1,792,938
|
|
|
$
|
7,805,190
|
|
Percent of total
|
|
21.4
|
%
|
|
55.6
|
%
|
|
23.0
|
%
|
|
100.0
|
%
|
||||
Interest sensitivity of above loans:
|
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
$
|
564,255
|
|
|
$
|
2,978,912
|
|
|
$
|
946,427
|
|
|
$
|
4,489,594
|
|
Variable interest rates
|
|
1,107,161
|
|
|
1,361,924
|
|
|
846,511
|
|
|
3,315,596
|
|
||||
Total
|
|
$
|
1,671,416
|
|
|
$
|
4,340,836
|
|
|
$
|
1,792,938
|
|
|
$
|
7,805,190
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
Due In
|
||||||||||||||
(Dollars in thousands)
|
|
1 Year
or Less
|
|
1 to 5
Years
|
|
Over 5
Years
|
|
Total
|
||||||||
Loan maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
1,064,276
|
|
|
$
|
1,739,072
|
|
|
$
|
413,952
|
|
|
$
|
3,217,300
|
|
Commercial real estate
|
|
517,175
|
|
|
2,333,992
|
|
|
1,121,973
|
|
|
3,973,140
|
|
||||
Real estate construction and land development
|
|
91,514
|
|
|
223,846
|
|
|
88,412
|
|
|
403,772
|
|
||||
Total
|
|
$
|
1,672,965
|
|
|
$
|
4,296,910
|
|
|
$
|
1,624,337
|
|
|
$
|
7,594,212
|
|
Percent of total
|
|
22.0
|
%
|
|
56.6
|
%
|
|
21.4
|
%
|
|
100.0
|
%
|
||||
Interest sensitivity of above loans:
|
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
$
|
572,841
|
|
|
$
|
2,972,849
|
|
|
$
|
1,080,768
|
|
|
$
|
4,626,458
|
|
Variable interest rates
|
|
1,100,124
|
|
|
1,324,061
|
|
|
543,569
|
|
|
2,967,754
|
|
||||
Total
|
|
$
|
1,672,965
|
|
|
$
|
4,296,910
|
|
|
$
|
1,624,337
|
|
|
$
|
7,594,212
|
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Nonaccrual loans:
|
|
|
|
|
||||
Commercial
|
|
$
|
16,717
|
|
|
$
|
13,178
|
|
Commercial real estate
|
|
20,828
|
|
|
19,877
|
|
||
Real estate construction and land development
|
|
79
|
|
|
80
|
|
||
Residential mortgage
|
|
6,749
|
|
|
6,969
|
|
||
Consumer installment
|
|
755
|
|
|
879
|
|
||
Home equity
|
|
2,713
|
|
|
3,351
|
|
||
Total nonaccrual loans
|
|
47,841
|
|
|
44,334
|
|
||
Other real estate and repossessed assets
|
|
16,395
|
|
|
17,187
|
|
||
Total nonperforming assets
|
|
64,236
|
|
|
61,521
|
|
||
Accruing troubled debt restructurings
|
|
|
|
|
||||
Commercial loan portfolio
|
|
41,055
|
|
|
45,388
|
|
||
Consumer loan portfolio
|
|
16,003
|
|
|
17,147
|
|
||
Total performing troubled debt restructurings
|
|
57,058
|
|
|
62,535
|
|
||
Total impaired assets
|
|
$
|
121,294
|
|
|
$
|
124,056
|
|
Accruing loans contractually past due 90 days or more as to interest or principal payments, excluding loans accounted for under ASC 310-30
|
|
|
|
|
||||
Commercial loan portfolio
|
|
$
|
2,523
|
|
|
$
|
288
|
|
Consumer loan portfolio
|
|
1,169
|
|
|
995
|
|
||
Total accruing loans contractually past due 90 days or more as to interest or principal payments
|
|
$
|
3,692
|
|
|
$
|
1,283
|
|
Nonperforming loans as a percent of total loans
|
|
0.36
|
%
|
|
0.34
|
%
|
||
Nonperforming assets as a percent of total assets
|
|
0.36
|
%
|
|
0.35
|
%
|
||
Impaired assets as a percent of total assets
|
|
0.69
|
%
|
|
0.71
|
%
|
(Dollars in thousands)
|
|
Amount
|
|
Valuation
Allowance
|
|
Confirmed
Losses
|
|
Cumulative
Inherent
Loss
Percentage
|
|||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|||||||
Impaired loans – originated commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|||||||
With valuation allowance and no charge-offs
|
|
$
|
37,063
|
|
|
$
|
2,429
|
|
|
$
|
—
|
|
|
7
|
%
|
With valuation allowance and charge-offs
|
|
9,718
|
|
|
1,292
|
|
|
9,062
|
|
|
55
|
|
|||
With charge-offs and no valuation allowance
|
|
4,742
|
|
|
—
|
|
|
9,660
|
|
|
67
|
|
|||
Without valuation allowance or charge-offs
|
|
27,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total impaired loans to commercial borrowers
|
|
$
|
78,679
|
|
|
$
|
3,721
|
|
|
$
|
18,722
|
|
|
23
|
%
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|||||||
Impaired loans – originated commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|||||||
With valuation allowance and no charge-offs
|
|
$
|
41,305
|
|
|
$
|
4,377
|
|
|
$
|
—
|
|
|
11
|
%
|
With valuation allowance and charge-offs
|
|
9,115
|
|
|
857
|
|
|
10,524
|
|
|
58
|
|
|||
With charge-offs and no valuation allowance
|
|
4,001
|
|
|
—
|
|
|
6,665
|
|
|
62
|
|
|||
Without valuation allowance or charge-offs
|
|
24,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total impaired loans to commercial borrowers
|
|
$
|
78,523
|
|
|
$
|
5,234
|
|
|
$
|
17,189
|
|
|
23
|
%
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
of total |
|
Amount
|
|
Percent
of total |
||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
16,717
|
|
|
34.9
|
%
|
|
$
|
13,178
|
|
|
29.7
|
%
|
Commercial real estate
|
|
20,828
|
|
|
43.5
|
|
|
19,877
|
|
|
44.8
|
|
||
Real estate construction and land development
|
|
79
|
|
|
0.2
|
|
|
80
|
|
|
0.2
|
|
||
Subtotal-commercial loan portfolio
|
|
37,624
|
|
|
78.6
|
|
|
33,135
|
|
|
74.7
|
|
||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
||||||
Residential mortgage
|
|
6,749
|
|
|
14.1
|
|
|
6,969
|
|
|
15.7
|
|
||
Consumer installment
|
|
755
|
|
|
1.6
|
|
|
879
|
|
|
2.0
|
|
||
Home equity
|
|
2,713
|
|
|
5.7
|
|
|
3,351
|
|
|
7.6
|
|
||
Subtotal-consumer loan portfolio
|
|
10,217
|
|
|
21.4
|
|
|
11,199
|
|
|
25.3
|
|
||
Total nonperforming loans
|
|
$
|
47,841
|
|
|
100.0
|
%
|
|
$
|
44,334
|
|
|
100.0
|
%
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
44,334
|
|
|
$
|
62,225
|
|
Additions during period
|
|
14,038
|
|
|
5,273
|
|
||
Principal balances charged off
|
|
(4,743
|
)
|
|
(5,054
|
)
|
||
Transfers to other real estate/repossessed assets
|
|
(1,720
|
)
|
|
(1,447
|
)
|
||
Returned to accrual status
|
|
(1,376
|
)
|
|
(343
|
)
|
||
Payments received
|
|
(2,692
|
)
|
|
(7,235
|
)
|
||
Balance at end of period
|
|
$
|
47,841
|
|
|
$
|
53,419
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(Dollars in thousands)
|
|
Number of
Borrowers
|
|
Amount
|
|
Number of
Borrowers
|
|
Amount
|
||||||
$5,000,000 or more
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
$2,500,000 – $4,999,999
|
|
2
|
|
|
9,139
|
|
|
1
|
|
|
4,793
|
|
||
$1,000,000 – $2,499,999
|
|
3
|
|
|
5,043
|
|
|
7
|
|
|
10,526
|
|
||
$500,000 – $999,999
|
|
13
|
|
|
9,921
|
|
|
8
|
|
|
5,652
|
|
||
$250,000 – $499,999
|
|
11
|
|
|
4,004
|
|
|
10
|
|
|
3,809
|
|
||
Under $250,000
|
|
126
|
|
|
9,517
|
|
|
105
|
|
|
8,355
|
|
||
Total
|
|
155
|
|
|
$
|
37,624
|
|
|
131
|
|
|
$
|
33,135
|
|
|
|
Accruing TDRs
|
|
Nonaccrual TDRs
|
|
Total
|
||||||||||||||
(Dollars in thousands)
|
Current
|
|
Past due
31-90 days
|
|
Subtotal
|
|||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan portfolio
|
|
$
|
36,874
|
|
|
$
|
4,181
|
|
|
$
|
41,055
|
|
|
$
|
23,842
|
|
|
$
|
64,897
|
|
Consumer loan portfolio
|
|
15,665
|
|
|
338
|
|
|
16,003
|
|
|
4,100
|
|
|
20,103
|
|
|||||
Total TDRs
|
|
$
|
52,539
|
|
|
$
|
4,519
|
|
|
$
|
57,058
|
|
|
$
|
27,942
|
|
|
$
|
85,000
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan portfolio
|
|
$
|
43,041
|
|
|
$
|
2,347
|
|
|
$
|
45,388
|
|
|
$
|
25,397
|
|
|
$
|
70,785
|
|
Consumer loan portfolio
|
|
16,690
|
|
|
457
|
|
|
17,147
|
|
|
5,134
|
|
|
22,281
|
|
|||||
Total TDRs
|
|
$
|
59,731
|
|
|
$
|
2,804
|
|
|
$
|
62,535
|
|
|
$
|
30,531
|
|
|
$
|
93,066
|
|
|
|
For the three months ended March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
45,388
|
|
|
$
|
46,141
|
|
Additions for modifications
|
|
608
|
|
|
3,421
|
|
||
Principal payments and pay-offs
|
|
(3,019
|
)
|
|
(1,182
|
)
|
||
Transfers from nonaccrual status
|
|
1,077
|
|
|
48
|
|
||
Transfers to nonaccrual status
|
|
(2,999
|
)
|
|
(1,181
|
)
|
||
Balance at end of period
|
|
$
|
41,055
|
|
|
$
|
47,247
|
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Composition of ORE:
|
|
|
|
|
||||
Vacant land
|
|
$
|
4,998
|
|
|
$
|
5,473
|
|
Commercial real estate properties
|
|
6,355
|
|
|
6,812
|
|
||
Residential real estate properties
|
|
4,542
|
|
|
4,527
|
|
||
Total ORE
|
|
$
|
15,895
|
|
|
$
|
16,812
|
|
|
|
For the three months ended March 31,
|
||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
|
$
|
16,812
|
|
|
$
|
9,716
|
|
Additions attributable to foreclosures
|
|
3,119
|
|
|
938
|
|
||
Write-downs to fair value
|
|
(269
|
)
|
|
(167
|
)
|
||
Net payments received
|
|
(39
|
)
|
|
—
|
|
||
Dispositions
|
|
(3,728
|
)
|
|
(1,556
|
)
|
||
Balance at end of year
|
|
$
|
15,895
|
|
|
$
|
8,931
|
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Allowance for loan losses:
|
|
|
|
|
||||
Originated loans
|
|
$
|
78,774
|
|
|
$
|
78,268
|
|
Acquired loans
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
78,774
|
|
|
$
|
78,268
|
|
Nonperforming loans
|
|
$
|
47,841
|
|
|
$
|
44,334
|
|
Allowance for originated loans as a percent of:
|
|
|
|
|
||||
Total originated loans
|
|
0.99
|
%
|
|
1.05
|
%
|
||
Nonperforming loans
|
|
165
|
%
|
|
177
|
%
|
||
Nonperforming loans, less impaired originated loans for which the expected loss has been charged-off
|
|
183
|
%
|
|
194
|
%
|
|
|
Three Months Ended
|
||||||
(Dollars in thousands)
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Allowance for loan losses - beginning of period
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
Provision for loan losses
|
|
4,050
|
|
|
1,500
|
|
||
Loan charge-offs:
|
|
|
|
|
||||
Commercial
|
|
(2,637
|
)
|
|
(3,336
|
)
|
||
Commercial real estate
|
|
(45
|
)
|
|
(549
|
)
|
||
Real estate construction and land development
|
|
(9
|
)
|
|
(11
|
)
|
||
Residential mortgage
|
|
(643
|
)
|
|
(349
|
)
|
||
Consumer installment
|
|
(1,814
|
)
|
|
(996
|
)
|
||
Home equity
|
|
(426
|
)
|
|
(217
|
)
|
||
Total loan charge-offs
|
|
(5,574
|
)
|
|
(5,458
|
)
|
||
Recoveries of loans previously charged off:
|
|
|
|
|
||||
Commercial
|
|
638
|
|
|
221
|
|
||
Commercial real estate
|
|
775
|
|
|
109
|
|
||
Residential mortgage
|
|
76
|
|
|
177
|
|
||
Consumer installment
|
|
504
|
|
|
394
|
|
||
Home equity
|
|
37
|
|
|
47
|
|
||
Total loan recoveries
|
|
2,030
|
|
|
948
|
|
||
Net loan charge-offs
|
|
(3,544
|
)
|
|
(4,510
|
)
|
||
Allowance for loan losses - end of period
|
|
$
|
78,774
|
|
|
$
|
70,318
|
|
Net loan charge-offs as a percent of average loans (annualized)
|
|
0.11
|
%
|
|
0.25
|
%
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(Dollars in millions)
|
|
Allowance
Amount
|
|
Percent of originated loans in each category to total loans
|
|
Allowance
Amount
|
|
Percent of originated loans in each category to total loans
|
||||||
Originated loans:
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
24.0
|
|
|
25
|
%
|
|
$
|
22.4
|
|
|
25
|
%
|
Commercial real estate
|
|
26.4
|
|
|
27
|
|
|
25.4
|
|
|
26
|
|
||
Real estate
construction and land development
|
|
3.9
|
|
|
4
|
|
|
3.4
|
|
|
4
|
|
||
Residential mortgage
|
|
11.9
|
|
|
20
|
|
|
13.8
|
|
|
20
|
|
||
Consumer Installment
|
|
8.6
|
|
|
17
|
|
|
8.9
|
|
|
17
|
|
||
Home equity
|
|
4.0
|
|
|
7
|
|
|
4.4
|
|
|
8
|
|
||
Subtotal — originated loans
|
|
78.8
|
|
|
100
|
%
|
|
78.3
|
|
|
100
|
%
|
||
Acquired loans
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
Total
|
|
$
|
78.8
|
|
|
|
|
$
|
78.3
|
|
|
|
(Dollars in thousands)
|
|
Amount
|
|
Weighted
Average
Interest Rate
|
|||
2017 maturities:
|
|
|
|
|
|||
Second quarter
|
|
$
|
927,758
|
|
|
0.8
|
%
|
Third quarter
|
|
442,428
|
|
|
0.9
|
|
|
Fourth quarter
|
|
407,143
|
|
|
0.8
|
|
|
2017 remaining maturities
|
|
1,777,329
|
|
|
0.8
|
|
|
2018 maturities
|
|
596,016
|
|
|
0.9
|
|
|
2019 maturities
|
|
226,417
|
|
|
1.2
|
|
|
2020 maturities
|
|
149,496
|
|
|
1.5
|
|
|
2021 maturities
|
|
123,410
|
|
|
1.3
|
|
|
2022 maturities and beyond
|
|
46,161
|
|
|
1.6
|
|
|
Total time deposits
|
|
$
|
2,918,829
|
|
|
0.6
|
%
|
|
|
March 31, 2017
|
|||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
|
|||
Maturity:
|
|
|
|
|
|||
Within 3 months
|
|
$
|
633,983
|
|
|
52.7
|
%
|
After 3 but within 6 months
|
|
131,175
|
|
|
10.9
|
|
|
After 6 but within 12 months
|
|
258,394
|
|
|
21.5
|
|
|
After 12 months
|
|
178,646
|
|
|
14.9
|
|
|
Total
|
|
$
|
1,202,198
|
|
|
100.0
|
%
|
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Long-term borrowings:
|
|
|
|
|
||||
Long-term FHLB advances
|
|
$
|
386,417
|
|
|
$
|
438,538
|
|
Securities sold under agreements to repurchase
|
|
9,093
|
|
|
19,144
|
|
||
Non-revolving line-of-credit
|
|
79,783
|
|
|
124,625
|
|
||
Subordinated debt obligations
|
|
15,583
|
|
|
15,540
|
|
||
Total long-term borrowings
|
|
$
|
490,876
|
|
|
$
|
597,847
|
|
(Dollars in thousands)
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Unused commitments to extend credit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans to commercial borrowers
|
|
$
|
1,117,401
|
|
|
$
|
408,663
|
|
|
$
|
183,818
|
|
|
$
|
274,914
|
|
|
$
|
1,984,796
|
|
Loans to consumer borrowers
|
|
238,163
|
|
|
224,761
|
|
|
148,530
|
|
|
54,197
|
|
|
665,651
|
|
|||||
Total unused commitments to extend credit
|
|
1,355,564
|
|
|
633,424
|
|
|
332,348
|
|
|
329,111
|
|
|
2,650,447
|
|
|||||
Undisbursed loan commitments
|
|
565,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565,567
|
|
|||||
Standby letters of credit
|
|
68,259
|
|
|
11,777
|
|
|
12,080
|
|
|
26,325
|
|
|
118,441
|
|
|||||
Total credit-related commitments
|
|
$
|
1,989,390
|
|
|
$
|
645,201
|
|
|
$
|
344,428
|
|
|
$
|
355,436
|
|
|
$
|
3,334,455
|
|
|
|
March 31, 2017
|
||||||||||
|
|
Leverage Ratio
|
|
Risk-Based Capital Ratios
|
||||||||
|
|
|
CET Tier 1
|
|
Tier 1
|
|
Total
|
|||||
Actual Capital Ratios:
|
|
|
|
|
|
|
|
|
||||
Chemical Financial Corporation
|
|
8.9
|
%
|
|
10.6
|
%
|
|
10.6
|
%
|
|
11.4
|
%
|
Chemical Bank
|
|
9.2
|
|
|
11.0
|
|
|
11.0
|
|
|
11.7
|
|
Minimum required for capital adequacy purposes
|
|
4.0
|
|
|
4.5
|
|
|
6.0
|
|
|
8.0
|
|
Minimum required for “well-capitalized” capital adequacy purposes
|
|
5.0
|
|
|
6.5
|
|
|
8.0
|
|
|
10.0
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||
|
|
Compared to Three Months Ended December 31, 2016
|
|
Compared to Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
|
Increase (Decrease)
Due to Changes in |
|
|
|
Increase (Decrease)
Due to Changes in |
|
|
||||||||||||||||
(Dollars in thousands)
|
|
Average
Volume (1) |
|
Average
Yield/Rate (1) |
|
Combined Increase/
(Decrease) |
|
Average
Volume (1) |
|
Average
Yield/Rate (1) |
|
Combined Increase/
(Decrease) |
||||||||||||
Changes in Interest Income on Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans
|
|
$
|
1,185
|
|
|
$
|
(3,193
|
)
|
|
$
|
(2,008
|
)
|
|
$
|
59,310
|
|
|
$
|
(1,116
|
)
|
|
$
|
58,194
|
|
Taxable investment securities/other assets
|
|
(144
|
)
|
|
252
|
|
|
108
|
|
|
2,353
|
|
|
839
|
|
|
3,192
|
|
||||||
Tax-exempt investment securities
|
|
408
|
|
|
40
|
|
|
448
|
|
|
2,770
|
|
|
(375
|
)
|
|
2,395
|
|
||||||
Interest-bearing deposits with the FRB and other banks
|
|
(139
|
)
|
|
194
|
|
|
55
|
|
|
455
|
|
|
131
|
|
|
586
|
|
||||||
Total change in interest income on interest-earning assets
|
|
1,310
|
|
|
(2,707
|
)
|
|
(1,397
|
)
|
|
64,888
|
|
|
(521
|
)
|
|
64,367
|
|
||||||
Changes in Interest Expense on Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
|
78
|
|
|
(326
|
)
|
|
(248
|
)
|
|
254
|
|
|
296
|
|
|
550
|
|
||||||
Savings deposits
|
|
291
|
|
|
167
|
|
|
458
|
|
|
650
|
|
|
682
|
|
|
1,332
|
|
||||||
Time deposits
|
|
(485
|
)
|
|
325
|
|
|
(160
|
)
|
|
2,822
|
|
|
153
|
|
|
2,975
|
|
||||||
Short-term borrowings
|
|
413
|
|
|
370
|
|
|
783
|
|
|
1,410
|
|
|
148
|
|
|
1,558
|
|
||||||
Long-term borrowings
|
|
(285
|
)
|
|
282
|
|
|
(3
|
)
|
|
1,255
|
|
|
(5
|
)
|
|
1,250
|
|
||||||
Total change in interest expense on interest-bearing liabilities
|
|
12
|
|
|
818
|
|
|
830
|
|
|
6,391
|
|
|
1,274
|
|
|
7,665
|
|
||||||
Total Change in Net Interest Income (FTE)
(2)
|
|
$
|
1,298
|
|
|
$
|
(3,525
|
)
|
|
$
|
(2,227
|
)
|
|
$
|
58,497
|
|
|
$
|
(1,795
|
)
|
|
$
|
56,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(1) The change in interest income and interest expense due to both volume and rate has been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
|
||||||||||||||||||||||||
(2) Fully taxable equivalent basis using a federal income tax rate of 35%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
|
|
|
|
|
|
Three Months Ended
|
||||||||||
(Dollars in thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
|
March 31,
2016 |
||||||
Noninterest income
|
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
|
$
|
8,004
|
|
|
$
|
8,414
|
|
|
$
|
5,720
|
|
Wealth management revenue
|
|
5,827
|
|
|
6,034
|
|
|
5,201
|
|
|||
Electronic banking fees
|
|
6,817
|
|
|
8,196
|
|
|
4,918
|
|
|||
Mortgage banking revenue
|
|
9,160
|
|
|
14,420
|
|
|
1,405
|
|
|||
Other fees for customer services
|
|
1,567
|
|
|
1,292
|
|
|
1,131
|
|
|||
Title insurance commissions
|
|
507
|
|
|
493
|
|
|
343
|
|
|||
Gain on sale of investment securities
|
|
90
|
|
|
76
|
|
|
19
|
|
|||
Bank-owned life insurance
|
|
1,211
|
|
|
957
|
|
|
196
|
|
|||
Rental income
|
|
159
|
|
|
151
|
|
|
137
|
|
|||
Gain on sale of branch offices
|
|
—
|
|
|
7,391
|
|
|
—
|
|
|||
Gain on sale of closed branch offices and other assets
|
|
—
|
|
|
—
|
|
|
157
|
|
|||
Other
|
|
4,668
|
|
|
6,840
|
|
|
192
|
|
|||
Total noninterest income
|
|
$
|
38,010
|
|
|
$
|
54,264
|
|
|
$
|
19,419
|
|
Significant items
(1)
|
|
519
|
|
|
13,739
|
|
|
157
|
|
|||
Noninterest income excluding significant items
(1)
|
|
$
|
37,491
|
|
|
$
|
40,525
|
|
|
$
|
19,262
|
|
Noninterest income
as a percentage of:
|
|
|
|
|
|
|
||||||
Net revenue (net interest income plus noninterest income)
|
|
22.6
|
%
|
|
29.1
|
%
|
|
20.7
|
%
|
|||
Average total assets
|
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|||
Net revenue, excluding significant items
(1)
|
|
22.4
|
|
|
23.4
|
|
|
20.6
|
|
|||
Average total assets, excluding significant items
(1)
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
|
Three Months Ended
|
||||||||||
(Dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
||||||
Operating expense
|
|
|
|
|
|
|
||||||
Salaries and wages
|
|
$
|
48,526
|
|
|
$
|
47,936
|
|
|
$
|
26,743
|
|
Employee benefits
|
|
11,722
|
|
|
9,695
|
|
|
7,147
|
|
|||
Occupancy
|
|
7,392
|
|
|
7,644
|
|
|
4,905
|
|
|||
Equipment and software
|
|
8,517
|
|
|
8,709
|
|
|
4,404
|
|
|||
Outside processing and service fees
|
|
7,511
|
|
|
7,290
|
|
|
3,711
|
|
|||
FDIC insurance premiums
|
|
1,406
|
|
|
2,813
|
|
|
1,407
|
|
|||
Professional fees
|
|
1,968
|
|
|
2,304
|
|
|
1,036
|
|
|||
Intangible asset amortization
|
|
1,513
|
|
|
1,843
|
|
|
1,194
|
|
|||
Advertising and marketing
|
|
2,025
|
|
|
1,201
|
|
|
766
|
|
|||
Postage and express mail
|
|
1,551
|
|
|
1,109
|
|
|
984
|
|
|||
Training, travel and other employee expenses
|
|
1,624
|
|
|
1,265
|
|
|
797
|
|
|||
Telephone
|
|
988
|
|
|
912
|
|
|
730
|
|
|||
Supplies
|
|
687
|
|
|
688
|
|
|
480
|
|
|||
Donations
|
|
518
|
|
|
615
|
|
|
611
|
|
|||
Credit-related expenses
|
|
1,200
|
|
|
(1,029
|
)
|
|
30
|
|
|||
Transaction expenses
|
|
4,167
|
|
|
18,016
|
|
|
2,594
|
|
|||
Other
|
|
2,881
|
|
|
3,291
|
|
|
1,348
|
|
|||
Total operating expenses
|
|
$
|
104,196
|
|
|
$
|
114,302
|
|
|
$
|
58,887
|
|
Operating expenses, excluding transaction expenses
(1)
|
|
$
|
100,029
|
|
|
$
|
96,286
|
|
|
$
|
56,293
|
|
|
|
|
|
|
|
|
||||||
Full-time equivalent staff (at period end)
|
|
3,273
|
|
|
3,261
|
|
|
2,124
|
|
|||
Average assets
|
|
$
|
17,474,019
|
|
|
$
|
17,264,668
|
|
|
$
|
9,241,034
|
|
Efficiency ratio - GAAP
|
|
62.0
|
%
|
|
61.2
|
%
|
|
62.8
|
%
|
|||
Efficiency ratio - adjusted non-GAAP
(1)
|
|
57.4
|
%
|
|
53.7
|
%
|
|
57.6
|
%
|
|||
Total operating expenses as a percentage of total average assets
|
|
0.6
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|||
Total operating expenses as a percentage of total average assets - adjusted Non-GAAP
(1)
|
|
0.6
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
|
|
Gradual Change
|
|
Immediate
Change
|
|||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Twelve month interest rate change projection (in basis points)
|
|
-200
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+400
|
|||||
Percent change in net interest income vs. constant rates
|
|
(3.5
|
)%
|
|
(0.5
|
)%
|
|
—
|
|
(1.7
|
)%
|
|
(3.1
|
)%
|
|
(9.0
|
)%
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Twelve month interest rate change projection (in basis points)
|
|
-200
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+400
|
|||||
Percent change in net interest income vs. constant rates
|
|
(3.9
|
)%
|
|
(0.9
|
)%
|
|
—
|
|
(1.4
|
)%
|
|
(2.6
|
)%
|
|
(6.8
|
)%
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||
Period Beginning on First Day of Month Ended
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under
Plans or Programs
|
||||
January 31, 2017
|
|
705,035
|
|
|
$
|
51.27
|
|
|
—
|
|
|
500,000
|
February 28, 2017
|
|
31,782
|
|
|
53.61
|
|
|
—
|
|
|
500,000
|
|
March 31, 2017
|
|
32,873
|
|
|
54.20
|
|
|
—
|
|
|
500,000
|
|
Total
|
|
769,690
|
|
|
$
|
51.50
|
|
|
—
|
|
|
|
(1)
|
Represents shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by employees who received shares of the Corporation's common stock under the Corporation's share-based compensation plans, as these plans permit employees to use the Corporation's stock to satisfy such obligations based on the market value of the stock on the date of exercise or date of vesting, as applicable.
|
Exhibit
Number
|
|
Document
|
|
|
|
||
2.1
|
|
|
Agreement and Plan of Merger, dated January 25, 2016. Previously filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated January 25, 2016, filed with the SEC on January 26, 2016. Here incorporated by reference.
|
|
|
|
|
3.1
|
|
|
Restated Articles of Incorporation.
|
|
|
||
3.2
|
|
|
Bylaws. Previously filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 26, 2014. Here incorporated by reference.
|
|
|
||
4.1
|
|
|
Restated Articles of Incorporation. Exhibit 3.1 is here incorporated by reference.
|
|
|
||
4.2
|
|
|
Bylaws. Exhibit 3.2 is here incorporated by reference.
|
|
|
||
10.1
|
|
|
Chemical Financial Corporation Stock Incentive Plan of 2017.
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer.
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer.
|
|
|
||
32.1
|
|
|
Certification pursuant to 18 U.S.C. §1350.
|
|
|
||
101.1
|
|
|
Interactive Data File.
|
|
|
|
|
|
CHEMICAL FINANCIAL CORPORATION
|
|
|
|
|
|
Date:
|
May 10, 2017
|
By:
|
/s/ David B. Ramaker
|
|
|
|
David B. Ramaker
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
May 10, 2017
|
By:
|
/s/ Dennis L. Klaeser
|
|
|
|
Dennis L. Klaeser
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Document
|
|
|
|
||
|
|
|
|
|
|
|
|
3.1
|
|
|
Restated Articles of Incorporation.
|
|
|
||
3.2
|
|
|
Bylaws. Previously filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 26, 2014. Here incorporated by reference.
|
|
|
||
4.1
|
|
|
Restated Articles of Incorporation. Exhibit 3.1 is here incorporated by reference.
|
|
|
||
4.2
|
|
|
Bylaws. Exhibit 3.2 is here incorporated by reference.
|
|
|
||
10.1
|
|
|
Chemical Financial Corporation Stock Incentive Plan of 2017.
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer.
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer.
|
|
|
||
32.1
|
|
|
Certification pursuant to 18 U.S.C. §1350.
|
|
|
||
101.1
|
|
|
Interactive Data File.
|
|
|
|
|
(a)
|
To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.
|
|
|
|
|
(b)
|
To designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
|
|
(a)
|
A director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for a breach of a director's fiduciary duty, except for liability; (i) for a breach of the director's duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in god faith or that involve intentional misconduct or a knowing violation of law; (iii) a violation of Section 551(1) of the Michigan Business Corporation Act; or (iv) for a transaction from which the director derived an improper personal benefit. No Amendment to or repeal of this Article VIII (a) shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
|
|
|
|
|
(b)
|
The Corporation shall provide indemnification to persons who serve or have served as directors, officers, employees or agents of the Corporation, and to persons who serve or have served at the request of the Corporation as directors, officers, employees, partners or agents of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, to the fullest extent permitted by the Michigan Business Corporation Act, as the same now exists or may hereafter be amended.
|
4.4
|
Adjustments.
|
(a)
|
Net income (before or after taxes, interest, depreciation, and/or amortization);
|
(b)
|
Net income per share;
|
(c)
|
Return on equity;
|
(d)
|
Cash earnings;
|
(e)
|
Cash earnings per share (reflecting dilution of the Common Stock as the Committee deems appropriate and, if the Committee so determines, net of or including dividends);
|
(f)
|
Cash earnings return on equity;
|
(g)
|
Operating income;
|
(h)
|
Operating income per share;
|
(i)
|
Operating income return on equity;
|
(j)
|
Return on assets;
|
(k)
|
Cash flow;
|
(l)
|
Cash flow return on capital;
|
(m)
|
Return on capital;
|
(n)
|
Productivity ratios;
|
(o)
|
Share price (including without limitation growth measures, total shareholder return or comparison to indices);
|
(p)
|
Expense or cost levels;
|
(q)
|
Margins;
|
(r)
|
Operating efficiency;
|
(s)
|
Efficiency ratio;
|
(t)
|
Customer satisfaction, satisfaction based on specified objective goals or a Company-sponsored customer survey;
|
(u)
|
Economic value added measurements;
|
(v)
|
Market share or market penetration with respect to specific designated products or services, product or service groups and/or specific geographic areas;
|
(w)
|
Reduction of losses, loss ratios, expense ratios or fixed costs;
|
(x)
|
Employee turnover;
|
(y)
|
Specified objective social goals;
|
(z)
|
Noninterest income;
|
(aa)
|
Interest income;
|
(bb)
|
Net interest income;
|
(cc)
|
Deposit growth; and
|
(dd)
|
Loan growth.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017
of Chemical Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2017
|
|
|
|
/s/ David B. Ramaker
|
|
|
David B. Ramaker
Chairman of the Board,
Chief Executive Officer and President
Chemical Financial Corporation
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017
of Chemical Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2017
|
|
|
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
Executive Vice President and
Chief Financial Officer
Chemical Financial Corporation
|
Dated:
|
May 10, 2017
|
/s/ David B. Ramaker
|
|
|
David B. Ramaker
Chairman of the Board, Chief Executive Officer and President
|
|
|
|
Dated:
|
May 10, 2017
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
Executive Vice President and Chief Financial Officer
|