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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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333 W. Fort Street, Suite 1800, Detroit, Michigan
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48226
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(Address of Principal Executive Offices)
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(Zip Code)
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Common Stock, $1 Par Value Per Share
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The NASDAQ Stock Market
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(Title of Class)
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(Name of each exchange on which registered)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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Page
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•
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our ability to attract and retain new commercial lenders and other bankers as well as key operations staff in light of competition for experienced employees in the banking industry;
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•
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operational and regulatory challenges associated with our information technology systems and policies and procedures in light of our rapid growth and systems conversion in 2018;
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•
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our ability to grow deposits;
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•
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our inability to execute on our strategy to expand investments and commercial lending;
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•
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our inability to efficiently manage our operating expenses;
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•
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the possibility that our previously announced merger with TCF does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all;
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•
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the occurrence of any event, change or other circumstance that could give rise the to the right of Chemical, TCF or both to terminate the merger agreement;
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•
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the outcome of pending or threatened litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to our proposed merger with TCF;
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•
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the diversion of management time from core banking functions due to merger-related issues;
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•
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potential difficulty in maintaining relationships with clients, employees or business partners as a result of our proposed merger with TCF;
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•
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the possibility that the anticipated benefits of our proposed merger with TCF, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Chemical and TCF do business, or as a result of other unexpected factors or events;
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•
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the impact of purchase accounting with respect to the proposed merger with TCF, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
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•
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diversion of management's attention from ongoing business operations and opportunities as a result of the proposed merger with TCF;
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•
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potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger with TCF;
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•
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economic conditions (both generally and in our markets) may be less favorable than expected, which could result in, among other things, a deterioration in credit quality, a reduction in demand for credit and a decline in real estate values;
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•
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a general decline in the real estate and lending markets, particularly in our market areas, could negatively affect our financial results;
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•
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increased cybersecurity risk, including potential network breaches, business disruptions, or financial losses;
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•
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increases in competitive pressure in the banking and financial services industry;
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•
|
increased capital requirements, other regulatory requirements or enhanced regulatory supervision;
|
•
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the inability to sustain revenue and earnings growth;
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•
|
the inability to efficiently manage operating expenses;
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•
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current or future restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals;
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•
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legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect us;
|
•
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changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired; and
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•
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economic, governmental, or other factors may prevent the projected population, residential, and commercial growth in the markets in which we operate.
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December 31,
|
|||||||||||||||||||
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2018
|
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2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
Percent of Total
|
|
Amount
|
|
Percent of Total
|
|
Amount
|
|
Percent of Total
|
|||||||||
(Dollars in thousands)
|
|
|||||||||||||||||||
Composition of Loans:
|
|
|
|
|
|
|
|
|
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|||||||||
Commercial
|
$
|
4,002,568
|
|
|
27
|
%
|
|
$
|
3,385,642
|
|
|
24
|
%
|
|
$
|
3,217,300
|
|
|
25
|
%
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner-occupied
|
2,059,557
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|
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13
|
|
|
1,813,562
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|
|
13
|
|
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1,697,238
|
|
|
13
|
|
|||
Non-owner occupied
|
2,785,020
|
|
|
18
|
|
|
2,606,761
|
|
|
18
|
|
|
2,217,594
|
|
|
17
|
|
|||
Vacant land
|
67,510
|
|
|
—
|
|
|
80,347
|
|
|
1
|
|
|
58,308
|
|
|
—
|
|
|||
Total commercial real estate
|
4,912,087
|
|
|
31
|
|
|
4,500,670
|
|
|
32
|
|
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3,973,140
|
|
|
30
|
|
|||
Real estate construction and land development
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597,212
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|
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4
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|
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574,215
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4
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403,772
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|
|
3
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|
|||
Residential mortgage
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3,458,666
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|
|
23
|
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3,252,487
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23
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|
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3,086,474
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|
|
24
|
|
|||
Consumer installment
|
1,521,074
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|
|
10
|
|
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1,613,008
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|
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11
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1,433,884
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|
|
11
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|
|||
Home equity
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778,172
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5
|
|
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829,245
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6
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876,209
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|
7
|
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|||
Total composition of loans
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$
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15,269,779
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100
|
%
|
|
$
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14,155,267
|
|
|
100
|
%
|
|
$
|
12,990,779
|
|
|
100
|
%
|
•
|
anticipated prepayment speeds;
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•
|
product type (i.e., conventional, government, balloon);
|
•
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fixed or adjustable rate of interest;
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•
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interest rate;
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•
|
servicing costs per loan;
|
•
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discounted yield rate;
|
•
|
estimate of ancillary income; and
|
•
|
geographic location of the loan.
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Leverage Ratio
|
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Common Equity Tier 1 Capital Ratio
|
|
Tier 1 Risk-Based Capital Ratio
|
|
Total Risk-Based Capital Ratio
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Actual Capital Ratios:
|
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Chemical Financial Corporation
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8.7%
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10.7%
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|
10.7%
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11.5%
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Chemical Bank
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8.6%
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10.6%
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10.6%
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11.4%
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Minimum for capital adequacy purposes
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4.0%
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4.5%
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6.0%
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8.0%
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Minimum to be well capitalized under prompt corrective action regulations
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5.0%
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6.5%
|
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8.0%
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10.0%
|
Minimum for capital adequacy, including capital conservation buffer
(1)
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4.0%
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7.0%
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8.5%
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10.5%
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(1)
|
Reflects the now fully-phased in capital conservation buffer of 2.5%.
|
•
|
Consumer Financial Protection Bureau (CFPB) Examination.
The Dodd-Frank Act, enacted in July 2010, represents a comprehensive overhaul of the financial services industry within the United States, including establishing the federal CFPB and requiring the CFPB and other federal agencies to implement many new and significant rules and regulations, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, such as Chemical Bank. Depository institutions with less than $10 billion in assets are subject to rules promulgated by the CFPB, which may increase their compliance risk and the costs associated with their compliance efforts, but these banks will continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. Chemical and Chemical Bank are now subject to examination by the CFPB.
|
•
|
Enhanced Prudential Standards.
As a publicly traded bank holding company with $10 billion or more in consolidated assets, we must comply with certain provisions of the FRB's enhanced prudential standards. For example, Chemical is required to establish a stand-alone, board level risk committee that must have a formal written charter approved by the board of directors. The risk committee is charged with approving and periodically reviewing the risk-management policies of Chemical and overseeing the operation of its global risk-management framework. We have established a Risk Management Committee of the board of directors.
|
•
|
The Durbin Amendment.
Beginning on January 1, 2017, we became subject to the so-called Durbin Amendment to the Dodd-Frank Act relating to debit card interchange fees. Under the Durbin Amendment and the FRB’s implementing regulations, bank issuers who are not exempt may only receive an interchange fee from merchants that is reasonable and proportional to the cost of clearing the transaction. The maximum permissible interchange fee is equal to no more than $0.21 plus five basis points of the transaction value for many types of debit interchange transactions. A debit card issuer may also recover $0.01 per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the FRB.
|
•
|
the Truth-In-Lending Act (“TILA”) and Regulation Z, governing disclosures of credit and servicing terms to consumer borrowers and including substantial new requirements for mortgage lending and servicing, as mandated by the Dodd-Frank Act;
|
•
|
the Home Mortgage Disclosure Act of 1975 and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities they serve;
|
•
|
the Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, color, religion, or other prohibited factors in extending credit;
|
•
|
the Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Credit Transactions Act and Regulation V, as well as the rules and regulations of the FDIC governing the use and provision of information to credit reporting agencies, certain identity theft protections and certain credit and other disclosures;
|
•
|
the Fair Debt Collection Practices Act and Regulation F, governing the manner in which consumer debts may be collected by collection agencies; and
|
•
|
the Real Estate Settlement Procedures Act and Regulation X, which governs aspects of the settlement process for residential mortgage loans.
|
•
|
the Federal Deposit Insurance Act, which, among other things, limits the amount of deposit insurance available per account to $250,000 and imposes other limits on deposit-taking;
|
•
|
the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;
|
•
|
the Electronic Funds Transfer Act and Regulation E, which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and
|
•
|
the Truth in Savings Act and Regulation DD, which requires depository institutions to provide disclosures so that consumers can make meaningful comparisons about depository institutions and accounts.
|
•
|
delay in completing an acquisition or merger due to litigation or the regulatory approval process;
|
•
|
the recording of assets and liabilities of the acquired or merged company at fair value may materially dilute shareholder value at the transaction date and could have a material adverse effect on our financial condition and results of operations;
|
•
|
incurring the time and costs associated with identifying and evaluating potential acquisition or merger targets;
|
•
|
difficulty or unanticipated expense associated with converting the operating systems of the acquired or merged company into ours:
|
•
|
potential exposure to unknown or contingent liabilities of the acquired or merged company;
|
•
|
our estimates and judgments used to evaluate credit, operations, management and market risks with respect to the acquired or merged company may not be accurate;
|
•
|
our exposure to potential asset quality issues of the acquired or merged company;
|
•
|
the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
|
•
|
diversion of our management's attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses;
|
•
|
the introduction of new products and services into our business;
|
•
|
potential disruption to our business;
|
•
|
the incurrence and possible impairment of goodwill and other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations;
|
•
|
the possible loss of key employees and customers of the acquired or merged company;
|
•
|
difficulty in estimating the value of the acquired or merged company; and
|
•
|
potential changes in banking or tax laws or regulations that may affect the acquired or merged company.
|
•
|
we may be required, under certain circumstances, to pay TCF a termination fee of $134.0 million under the merger agreement;
|
•
|
we will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;
|
•
|
the merger agreement places certain restrictions on the conduct of both Chemical’s and TCF’s business prior to completion of the merger, which may adversely affect our ability to execute certain of our business strategies; and
|
•
|
matters relating to the merger may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us, as an independent company.
|
•
|
supervision, examination and enforcement by the CFPB with respect to consumer financial protection laws;
|
•
|
a modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets;
|
•
|
heightened compliance standards under the Volcker Rule; and
|
•
|
enhanced supervision as a larger financial institution.
|
•
|
our ability to develop, maintain and build long-term customer relationships based on quality service, high ethical standards and safe, sound assets;
|
•
|
our ability to expand our market position;
|
•
|
our ability to keep up-to-date with technological advancements in both delivering new products and maintaining existing products, while continuing to invest in cybersecurity and control operating costs;
|
•
|
the scope, relevance and pricing of products and services we offer to meet customer needs and demands;
|
•
|
the rate at which we introduce new products and services relative to our competitors;
|
•
|
customer satisfaction with our level of service; and
|
•
|
industry and general economic trends.
|
•
|
Variations in quarterly or annual results of operations
|
•
|
Changes in dividends paid per share
|
•
|
Deterioration in asset quality, including declining real estate values
|
•
|
Changes in interest rates
|
•
|
Changes in tax laws
|
•
|
Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by, or involving, Chemical or its competitors
|
•
|
Failure to integrate acquisitions or realize anticipated benefits from acquisitions
|
•
|
Regulatory actions, including changes to regulatory capital levels, the components of regulatory capital and how regulatory capital is calculated
|
•
|
New regulations that limit or significantly change Chemical's ability to continue to offer existing banking products
|
•
|
Volatility of stock market prices and volumes
|
•
|
Issuance of additional shares of common stock or other debt or equity securities of Chemical
|
•
|
Changes in market valuations of similar companies
|
•
|
Uncertainties, disruptions and fluctuations in the credit and financial markets, either nationally or globally
|
•
|
Changes in securities analysts' estimates of financial performance or recommendations
|
•
|
New litigation or contingencies or changes in existing litigation or contingencies
|
•
|
New technology used, or services offered, by competitors
|
•
|
Breaches in information security systems of Chemical and/or its customers and competitors
|
•
|
Changes in accounting policies or procedures required by standard setting or other regulatory agencies
|
•
|
New developments in the financial services industry
|
•
|
News reports relating to trends, concerns and other issues in the financial services industry
|
•
|
Perceptions in the marketplace regarding the financial services industry, the Corporation and/or its competitors
|
•
|
Rumors or erroneous information
|
•
|
Geopolitical conditions such as acts or threats of terrorism or military conflicts
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
First quarter
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Second quarter
|
0.28
|
|
|
0.27
|
|
|
0.26
|
|
|
0.24
|
|
|
0.23
|
|
|||||
Third quarter
|
0.34
|
|
|
0.28
|
|
|
0.27
|
|
|
0.26
|
|
|
0.24
|
|
|||||
Fourth quarter
|
0.34
|
|
|
0.28
|
|
|
0.27
|
|
|
0.26
|
|
|
0.24
|
|
|||||
Total
|
$
|
1.24
|
|
|
$
|
1.10
|
|
|
$
|
1.06
|
|
|
$
|
1.00
|
|
|
$
|
0.94
|
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Chemical Financial Corporation
|
|
$
|
100.00
|
|
|
$
|
99.92
|
|
|
$
|
115.31
|
|
|
$
|
186.87
|
|
|
$
|
188.56
|
|
|
$
|
132.21
|
|
KBW NASDAQ Regional Banking Index
|
|
100.00
|
|
|
102.42
|
|
|
108.48
|
|
|
150.80
|
|
|
153.45
|
|
|
126.59
|
|
||||||
S&P 500 Stock Index
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.50
|
|
|
157.22
|
|
|
150.33
|
|
|
|
Issuer Purchases of Equity Securities
|
||||||||
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
||||
October 1, 2018 to October 31, 2018
|
|
1,680
|
|
|
$
|
50.42
|
|
|
—
|
|
November 1, 2018 to November 30, 2018
|
|
5,277
|
|
|
46.53
|
|
|
—
|
|
|
December 1, 2018 to December 31, 2018
|
|
10,145
|
|
|
37.08
|
|
|
—
|
|
|
Total
|
|
17,102
|
|
|
$
|
41.31
|
|
|
—
|
|
(1)
|
Represents shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by employees who received shares of our common stock in
2018
under our share-based compensation plans, as these plans permit employees to use our stock to satisfy such obligations based on the market value of our stock on the date of vesting or date of exercise, as applicable.
|
|
As of and for the years ended December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
775,996
|
|
|
$
|
632,135
|
|
|
$
|
410,379
|
|
|
$
|
291,789
|
|
|
$
|
227,261
|
|
Interest expense
|
143,663
|
|
|
74,557
|
|
|
29,298
|
|
|
17,781
|
|
|
14,710
|
|
|||||
Net interest income
|
632,333
|
|
|
557,578
|
|
|
381,081
|
|
|
274,008
|
|
|
212,551
|
|
|||||
Provision for loan losses
|
30,750
|
|
|
23,300
|
|
|
14,875
|
|
|
6,500
|
|
|
6,100
|
|
|||||
Net interest income after provision for loan losses
|
601,583
|
|
|
534,278
|
|
|
366,206
|
|
|
267,508
|
|
|
206,451
|
|
|||||
Noninterest income
|
148,536
|
|
|
144,019
|
|
|
122,350
|
|
|
80,216
|
|
|
63,095
|
|
|||||
Operating expenses, core (non-GAAP)
(1)(2)
|
411,914
|
|
|
384,340
|
|
|
277,284
|
|
|
216,090
|
|
|
173,537
|
|
|||||
Merger and restructuring expenses
|
—
|
|
|
28,402
|
|
|
61,134
|
|
|
7,804
|
|
|
6,388
|
|
|||||
Impairment of income tax credits
|
12,284
|
|
|
9,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
325,921
|
|
|
256,303
|
|
|
150,138
|
|
|
123,830
|
|
|
89,621
|
|
|||||
Income tax expense
|
41,901
|
|
|
106,780
|
|
|
42,106
|
|
|
37,000
|
|
|
27,500
|
|
|||||
Net income
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
|
$
|
86,830
|
|
|
$
|
62,121
|
|
Significant items, net of tax (non-GAAP)
(1)(3)
|
—
|
|
|
70,033
|
|
|
35,695
|
|
|
5,484
|
|
|
4,555
|
|
|||||
Net income, excluding significant items(non-GAAP)
(1)(3)
|
$
|
284,020
|
|
|
$
|
219,556
|
|
|
$
|
143,727
|
|
|
$
|
92,314
|
|
|
$
|
66,676
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.98
|
|
|
$
|
2.11
|
|
|
$
|
2.21
|
|
|
$
|
2.41
|
|
|
$
|
1.98
|
|
Diluted
|
3.94
|
|
|
2.08
|
|
|
2.17
|
|
|
2.39
|
|
|
1.97
|
|
|||||
Diluted, excluding significant items (non-GAAP)
(1)(3)
|
3.94
|
|
|
3.06
|
|
|
2.88
|
|
|
2.54
|
|
|
2.11
|
|
|||||
Cash dividends declared and paid
|
1.24
|
|
|
1.10
|
|
|
1.06
|
|
|
1.00
|
|
|
0.94
|
|
|||||
Book value at end of period
|
39.69
|
|
|
37.48
|
|
|
36.57
|
|
|
26.62
|
|
|
24.32
|
|
|||||
Tangible book value per share (non-GAAP)
(1)
|
23.54
|
|
|
21.21
|
|
|
20.20
|
|
|
18.73
|
|
|
18.57
|
|
|||||
Market value at end of period
|
36.61
|
|
|
53.47
|
|
|
54.17
|
|
|
34.27
|
|
|
30.64
|
|
|||||
Common shares outstanding (in thousands)
|
71,460
|
|
|
71,207
|
|
|
70,599
|
|
|
38,168
|
|
|
32,774
|
|
|||||
Average diluted common shares (in thousands)
|
72,025
|
|
|
71,513
|
|
|
49,603
|
|
|
36,353
|
|
|
31,588
|
|
(1)
|
Denotes a non-GAAP Financial Measure. Please refer to section entitled "
Non-GAAP Financial Measures
" included within this Management's Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation to the most directly comparable GAAP financial measure.
|
(2)
|
Excludes merger expenses, restructuring expenses and impairment of income tax credits.
|
(3)
|
For 2017, "significant items" are defined to include the fourth quarter of 2017 charge to income tax expense resulting from the revaluation of our net deferred tax assets completed following the signing of the Tax Cuts and Jobs Act in December 2017, merger expenses, restructuring expenses and fourth quarter of 2017 losses on sales of investment securities as part of our treasury and tax management objectives. For years prior to 2017, "significant items" are defined to include merger expenses and gain on sales of branch offices.
|
|
As of and for the years ended December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
21,498,341
|
|
|
$
|
19,280,873
|
|
|
$
|
17,355,179
|
|
|
$
|
9,188,797
|
|
|
$
|
7,322,143
|
|
Investment securities
|
3,645,931
|
|
|
2,640,639
|
|
|
1,858,391
|
|
|
1,063,702
|
|
|
1,065,277
|
|
|||||
Loans
|
15,269,779
|
|
|
14,155,267
|
|
|
12,990,779
|
|
|
7,271,147
|
|
|
5,688,230
|
|
|||||
Deposits
|
15,593,282
|
|
|
13,642,803
|
|
|
12,873,122
|
|
|
7,456,767
|
|
|
6,078,971
|
|
|||||
Liabilities
|
18,662,081
|
|
|
16,612,124
|
|
|
14,773,653
|
|
|
8,172,823
|
|
|
6,525,010
|
|
|||||
Shareholders' equity
|
2,836,260
|
|
|
2,668,749
|
|
|
2,581,526
|
|
|
1,015,974
|
|
|
797,133
|
|
|||||
Tangible shareholders' equity (non-GAAP)
(1)
|
1,682,383
|
|
|
1,510,011
|
|
|
1,425,998
|
|
|
714,901
|
|
|
606,419
|
|
|||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin
|
3.48
|
%
|
|
3.40
|
%
|
|
3.51
|
%
|
|
3.49
|
%
|
|
3.49
|
%
|
|||||
Net interest margin(fully taxable equivalent)(Non-GAAP)
(1)(2)
|
3.53
|
%
|
|
3.48
|
%
|
|
3.60
|
%
|
|
3.58
|
%
|
|
3.59
|
%
|
|||||
Return on average assets
|
1.41
|
%
|
|
0.81
|
%
|
|
0.90
|
%
|
|
1.02
|
%
|
|
0.96
|
%
|
|||||
Return on average shareholders' equity
|
10.4
|
%
|
|
5.7
|
%
|
|
7.0
|
%
|
|
9.4
|
%
|
|
8.2
|
%
|
|||||
Return on average tangible shareholders' equity (Non-GAAP)
(1)
|
17.9
|
%
|
|
10.2
|
%
|
|
11.2
|
%
|
|
12.9
|
%
|
|
10.4
|
%
|
|||||
Average shareholders' equity as a percentage of average assets
|
13.6
|
%
|
|
14.2
|
%
|
|
12.8
|
%
|
|
10.8
|
%
|
|
11.7
|
%
|
|||||
Efficiency ratio (GAAP)
|
54.3
|
%
|
|
60.1
|
%
|
|
67.2
|
%
|
|
63.2
|
%
|
|
65.3
|
%
|
|||||
Efficiency ratio adjusted (non-GAAP)
(1)
|
51.5
|
%
|
|
51.9
|
%
|
|
54.4
|
%
|
|
58.7
|
%
|
|
60.9
|
%
|
|||||
Dividend payout ratio
|
31.5
|
%
|
|
52.9
|
%
|
|
48.8
|
%
|
|
41.8
|
%
|
|
47.7
|
%
|
|||||
Consolidated Capital Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders' equity as a percentage of total assets
|
13.2
|
%
|
|
13.8
|
%
|
|
14.9
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|||||
Tangible shareholders' equity as a percentage of tangible assets (non-GAAP)
(1)
|
8.3
|
%
|
|
8.3
|
%
|
|
8.8
|
%
|
|
8.0
|
%
|
|
8.5
|
%
|
|||||
Common equity tier 1 capital
(3)
|
10.7
|
%
|
|
10.2
|
%
|
|
10.7
|
%
|
|
10.6
|
%
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
(3)
|
8.7
|
%
|
|
8.3
|
%
|
|
9.0
|
%
|
|
8.6
|
%
|
|
9.3
|
%
|
|||||
Tier 1 risk-based capital ratio
(3)
|
10.7
|
%
|
|
10.2
|
%
|
|
10.7
|
%
|
|
10.7
|
%
|
|
11.1
|
%
|
|||||
Total risk-based capital ratio
(3)
|
11.5
|
%
|
|
11.0
|
%
|
|
11.5
|
%
|
|
11.8
|
%
|
|
12.4
|
%
|
|||||
Asset Quality
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loan charge-offs
|
$
|
12,653
|
|
|
$
|
9,681
|
|
|
$
|
9,935
|
|
|
$
|
8,855
|
|
|
$
|
9,489
|
|
Net loan charge-offs as a percentage of average loans
|
0.09
|
%
|
|
0.07
|
%
|
|
0.11
|
%
|
|
0.13
|
%
|
|
0.19
|
%
|
|||||
Year end balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses — originated loans
|
$
|
109,564
|
|
|
$
|
91,887
|
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
|
$
|
75,183
|
|
Allowance for loan losses — acquired loans
|
420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Total nonaccrual loans
|
85,433
|
|
|
63,095
|
|
|
44,334
|
|
|
62,225
|
|
|
50,644
|
|
|||||
Total nonperforming assets
|
91,689
|
|
|
71,902
|
|
|
61,521
|
|
|
72,160
|
|
|
64,849
|
|
|||||
Allowance for originated loan losses as a percentage of total originated loans
|
0.93
|
%
|
|
0.94
|
%
|
|
1.05
|
%
|
|
1.26
|
%
|
|
1.51
|
%
|
|||||
Allowance for originated loan losses as a percentage of nonaccrual loans
|
128.2
|
%
|
|
145.6
|
%
|
|
176.5
|
%
|
|
117.8
|
%
|
|
148.5
|
%
|
|||||
Nonaccrual loans as a percentage of total loans
|
0.56
|
%
|
|
0.45
|
%
|
|
0.34
|
%
|
|
0.86
|
%
|
|
0.89
|
%
|
|||||
Nonperforming assets as a percentage of total assets
|
0.43
|
%
|
|
0.37
|
%
|
|
0.35
|
%
|
|
0.79
|
%
|
|
0.89
|
%
|
(1)
|
Denotes a non-GAAP Financial Measure. Please refer to section entitled "
Non-GAAP Financial Measures
" included within "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation to the most directly comparable GAAP financial measure.
|
(2)
|
Presented on a tax equivalent basis using a 21% tax rate for 2018 and a 35% tax rate for all prior periods presented.
|
(3)
|
The years ended December 31, 2018, 2017, 2016 and 2015 are under Basel III framework and the year ended December 31, 2014 is under the Basel I framework. The Common Equity Tier 1 (CET1) capital ratio is a new ratio introduced under the Basel III framework.
|
Standard
|
Description/Required Date of Adoption
|
Expected impact on the financial statements and other significant matters
|
ASU No. 2016-02 - Leases (Topic 842)
ASU No. 2018-01 - Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842
ASU No. 2018-10 - Codification Improvements to Topic 842, Leases
ASU No. 2018-11 - Leases (Topic 842) Targeted Improvements
ASU No. 2018-20 - Leases (Topic 842): Narrow Scope Improvements for Lessors
|
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU), No. 2016-02, which requires lessees to recognize leases on-balance sheet, lessors to classify leases as sales-type, direct financing, or operating, and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; and ASU No. 2018-20, Narrow Scope Improvements for Lessors.
This guidance provides that lessees will be required to recognize the following for all operating leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use (ROU) asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.
Upon adoption, a modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application.
Required adoption date is January 1, 2019, with early adoption permitted.
|
At adoption on January 1, 2019, we expect to recognize additional operating liabilities and ROU assets ranging from $35 million to $40 million, representing less than 1% of total assets. We will begin providing the newly required disclosures regarding our leasing activities beginning in our Form 10-Q for the first quarter of 2019.
We intend to elect certain practical expedients in transition offered through the guidance, including foregoing the restatement of comparative periods, the ‘package of practical expedients’ which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs, as well as the use of hindsight.
We believe substantially all of our leases will continue to be classified as operating leases under the new standard. The adoption is not expected to have a material impact on our results of operations or significantly change our leasing activities.
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Tangible Book Value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders' equity, as reported
|
|
$
|
2,836,260
|
|
|
$
|
2,668,749
|
|
|
$
|
2,581,526
|
|
|
$
|
1,015,974
|
|
|
$
|
797,133
|
|
Goodwill, CDI and noncompete agreements, net of tax
|
|
(1,153,877
|
)
|
|
(1,158,738
|
)
|
|
(1,155,528
|
)
|
|
(301,073
|
)
|
|
(190,714
|
)
|
|||||
Tangible shareholders' equity
|
|
$
|
1,682,383
|
|
|
$
|
1,510,011
|
|
|
$
|
1,425,998
|
|
|
$
|
714,901
|
|
|
$
|
606,419
|
|
Common shares outstanding
|
|
71,460
|
|
|
71,207
|
|
|
70,599
|
|
|
38,168
|
|
|
32,774
|
|
|||||
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)
|
|
$
|
39.69
|
|
|
$
|
37.48
|
|
|
$
|
36.57
|
|
|
$
|
26.62
|
|
|
$
|
24.32
|
|
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)
|
|
$
|
23.54
|
|
|
$
|
21.21
|
|
|
$
|
20.20
|
|
|
$
|
18.73
|
|
|
$
|
18.50
|
|
Tangible Shareholders' Equity to Tangible Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets, as reported
|
|
$
|
21,498,341
|
|
|
$
|
19,280,873
|
|
|
$
|
17,355,179
|
|
|
$
|
9,188,797
|
|
|
$
|
7,322,143
|
|
Goodwill, CDI and noncompete agreements, net of tax
|
|
(1,153,877
|
)
|
|
(1,158,738
|
)
|
|
(1,155,528
|
)
|
|
(301,073
|
)
|
|
(190,714
|
)
|
|||||
Tangible assets
|
|
$
|
20,344,464
|
|
|
$
|
18,122,135
|
|
|
$
|
16,199,651
|
|
|
$
|
8,887,724
|
|
|
$
|
7,131,429
|
|
Shareholders' equity to total assets
|
|
13.2
|
%
|
|
13.8
|
%
|
|
14.9
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|||||
Tangible shareholders' equity to tangible assets
|
|
8.3
|
%
|
|
8.3
|
%
|
|
8.8
|
%
|
|
8.0
|
%
|
|
8.5
|
%
|
|
Maturity as of December 31, 2018
(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)
|
|
||||||||||||||||||
Carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government and government-sponsored enterprises
|
$
|
35,502
|
|
|
3.44
|
%
|
|
$
|
115,562
|
|
|
3.32
|
%
|
|
$
|
147,939
|
|
|
3.37
|
%
|
|
$
|
52,697
|
|
|
3.41
|
%
|
|
$
|
351,700
|
|
|
3.37
|
%
|
|
$
|
351,700
|
|
State and political subdivisions
|
19,539
|
|
|
1.98
|
|
|
43,746
|
|
|
2.34
|
|
|
139,586
|
|
|
2.54
|
|
|
313,415
|
|
|
3.17
|
|
|
516,286
|
|
|
2.88
|
|
|
516,286
|
|
||||||
Residential mortgage-backed securities
|
33,262
|
|
|
2.96
|
|
|
94,271
|
|
|
2.94
|
|
|
55,617
|
|
|
2.90
|
|
|
30,278
|
|
|
2.98
|
|
|
213,428
|
|
|
2.94
|
|
|
213,428
|
|
||||||
Collateralized mortgage obligations
|
256,044
|
|
|
2.90
|
|
|
758,278
|
|
|
2.96
|
|
|
387,959
|
|
|
3.08
|
|
|
199,017
|
|
|
3.03
|
|
|
1,601,298
|
|
|
2.99
|
|
|
1,601,298
|
|
||||||
Corporate bonds
|
37,348
|
|
|
2.23
|
|
|
37,998
|
|
|
3.18
|
|
|
217,717
|
|
|
3.99
|
|
|
—
|
|
|
—
|
|
|
293,063
|
|
|
3.66
|
|
|
293,063
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,572
|
|
|
4.53
|
|
|
1,485
|
|
|
2.06
|
|
|
46,057
|
|
|
4.45
|
|
|
46,057
|
|
||||||
Total debt securities carried at fair value
|
381,695
|
|
|
2.84
|
|
|
1,049,855
|
|
|
2.98
|
|
|
993,390
|
|
|
3.30
|
|
|
596,892
|
|
|
3.13
|
|
|
3,021,832
|
|
|
3.10
|
|
|
3,021,832
|
|
||||||
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and political subdivisions
|
58,875
|
|
|
3.22
|
|
|
228,229
|
|
|
3.35
|
|
|
163,565
|
|
|
3.41
|
|
|
172,930
|
|
|
3.28
|
|
|
623,599
|
|
|
3.33
|
|
|
618,232
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
5.75
|
|
|
500
|
|
|
5.75
|
|
|
440
|
|
||||||
Total investment securities held-to-maturity
|
58,875
|
|
|
3.22
|
|
|
228,229
|
|
|
3.35
|
|
|
163,565
|
|
|
3.41
|
|
|
173,430
|
|
|
3.28
|
|
|
624,099
|
|
|
3.34
|
|
|
618,672
|
|
||||||
Total investment securities
|
$
|
440,570
|
|
|
2.89
|
%
|
|
$
|
1,278,084
|
|
|
3.05
|
%
|
|
$
|
1,156,955
|
|
|
3.32
|
%
|
|
$
|
770,322
|
|
|
3.16
|
%
|
|
$
|
3,645,931
|
|
|
3.14
|
%
|
|
$
|
3,640,504
|
|
(1)
|
Residential mortgage-backed securities, collateralized mortgage obligations and certain government and government-sponsored enterprise securities 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 enterprises, did not exceed 10% of our shareholders' equity.
|
(3)
|
Yields are weighted by amount and time to contractual maturity, are on a taxable equivalent basis using a 21% federal income tax rate and are based on carrying value. Yields disclosed are actual yields based on carrying value at December 31, 2018. Approximately 24% of investment securities at December 31, 2018 were variable-rate financial instruments.
|
|
Maturity as of December 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)
|
|
||||||||||||||||||
Carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Government and government-sponsored enterprises
|
$
|
30,241
|
|
|
2.29
|
%
|
|
$
|
81,106
|
|
|
2.39
|
%
|
|
$
|
61,461
|
|
|
2.43
|
%
|
|
$
|
30,108
|
|
|
2.43
|
%
|
|
$
|
202,916
|
|
|
2.39
|
%
|
|
$
|
202,916
|
|
State and political subdivisions
|
9,219
|
|
|
2.55
|
|
|
60,691
|
|
|
2.14
|
|
|
115,623
|
|
|
2.63
|
|
|
160,437
|
|
|
3.70
|
|
|
345,970
|
|
|
3.04
|
|
|
345,970
|
|
||||||
Residential mortgage-backed securities
|
21,922
|
|
|
2.44
|
|
|
66,510
|
|
|
2.46
|
|
|
38,594
|
|
|
2.52
|
|
|
23,105
|
|
|
2.58
|
|
|
150,131
|
|
|
2.49
|
|
|
150,131
|
|
||||||
Collateralized mortgage obligations
|
223,295
|
|
|
2.65
|
|
|
500,467
|
|
|
2.61
|
|
|
231,658
|
|
|
2.74
|
|
|
78,425
|
|
|
2.98
|
|
|
1,033,845
|
|
|
2.68
|
|
|
1,033,845
|
|
||||||
Corporate bonds
|
13,968
|
|
|
1.73
|
|
|
37,308
|
|
|
2.01
|
|
|
141,518
|
|
|
3.68
|
|
|
—
|
|
|
—
|
|
|
192,794
|
|
|
3.22
|
|
|
192,794
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,967
|
|
|
3.62
|
|
|
13,099
|
|
|
2.93
|
|
|
36,066
|
|
|
3.37
|
|
|
36,066
|
|
||||||
Total debt securities carried at fair value
|
298,645
|
|
|
2.55
|
|
|
746,082
|
|
|
2.50
|
|
|
611,821
|
|
|
2.92
|
|
|
305,174
|
|
|
3.27
|
|
|
1,961,722
|
|
|
2.76
|
|
|
1,961,722
|
|
||||||
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and political subdivisions
|
89,359
|
|
|
2.33
|
|
|
237,113
|
|
|
3.12
|
|
|
152,299
|
|
|
3.92
|
|
|
197,822
|
|
|
3.64
|
|
|
676,593
|
|
|
3.35
|
|
|
662,516
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
4.75
|
|
|
500
|
|
|
4.75
|
|
|
390
|
|
||||||
Total investment securities held-to-maturity
|
89,359
|
|
|
2.33
|
|
|
237,113
|
|
|
3.12
|
|
|
152,299
|
|
|
3.92
|
|
|
198,322
|
|
|
3.64
|
|
|
677,093
|
|
|
3.35
|
|
|
662,906
|
|
||||||
Total investment securities
|
$
|
388,004
|
|
|
2.50
|
%
|
|
$
|
983,195
|
|
|
2.65
|
%
|
|
$
|
764,120
|
|
|
3.12
|
%
|
|
$
|
503,496
|
|
|
3.42
|
%
|
|
$
|
2,638,815
|
|
|
2.92
|
%
|
|
$
|
2,624,628
|
|
(1)
|
Residential mortgage-backed securities, collateralized mortgage obligations and certain government and government-sponsored enterprise securities 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 enterprises, did not exceed 10% of our 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, 2017. Approximately 22% of our investment securities at December 31, 2017 were variable-rate financial instruments.
|
|
|
December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Carried at Fair Value:
|
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,793
|
|
Government and government-sponsored enterprises
|
|
351,700
|
|
|
202,916
|
|
|
215,011
|
|
|||
State and political subdivisions
|
|
516,286
|
|
|
345,970
|
|
|
300,088
|
|
|||
Residential mortgage-backed securities
|
|
213,428
|
|
|
150,131
|
|
|
272,282
|
|
|||
Collateralized mortgage obligations
|
|
1,601,298
|
|
|
1,033,845
|
|
|
320,025
|
|
|||
Corporate bonds
|
|
293,063
|
|
|
192,794
|
|
|
89,474
|
|
|||
Trust preferred securities
|
|
46,057
|
|
|
36,066
|
|
|
30,553
|
|
|||
Preferred stock
|
|
—
|
|
|
1,824
|
|
|
1,738
|
|
|||
Total investment securities carried at fair value
|
|
3,021,832
|
|
|
1,963,546
|
|
|
1,234,964
|
|
|||
Held-to-Maturity:
|
|
|
|
|
|
|
||||||
State and political subdivisions
|
|
623,599
|
|
|
676,593
|
|
|
622,927
|
|
|||
Trust preferred securities
|
|
500
|
|
|
500
|
|
|
500
|
|
|||
Total investment securities held-to-maturity
|
|
624,099
|
|
|
677,093
|
|
|
623,427
|
|
|||
Total investment securities
|
|
$
|
3,645,931
|
|
|
$
|
2,640,639
|
|
|
$
|
1,858,391
|
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
4,002,568
|
|
|
$
|
3,385,642
|
|
|
$
|
3,217,300
|
|
|
$
|
1,905,879
|
|
|
$
|
1,354,881
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
2,059,557
|
|
|
1,813,562
|
|
|
1,697,238
|
|
|
1,073,463
|
|
|
825,372
|
|
|||||
Non-owner occupied
|
|
2,785,020
|
|
|
2,606,761
|
|
|
2,217,594
|
|
|
982,280
|
|
|
690,018
|
|
|||||
Vacant land
|
|
67,510
|
|
|
80,347
|
|
|
58,308
|
|
|
56,419
|
|
|
42,258
|
|
|||||
Total commercial real estate
|
|
4,912,087
|
|
|
4,500,670
|
|
|
3,973,140
|
|
|
2,112,162
|
|
|
1,557,648
|
|
|||||
Real estate construction and land development
|
|
597,212
|
|
|
574,215
|
|
|
403,772
|
|
|
232,076
|
|
|
171,495
|
|
|||||
Subtotal — commercial loan portfolio
|
|
9,511,867
|
|
|
8,460,527
|
|
|
7,594,212
|
|
|
4,250,117
|
|
|
3,084,024
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
|
3,458,666
|
|
|
3,252,487
|
|
|
3,086,474
|
|
|
1,429,636
|
|
|
1,110,390
|
|
|||||
Consumer installment
|
|
1,521,074
|
|
|
1,613,008
|
|
|
1,433,884
|
|
|
877,457
|
|
|
829,570
|
|
|||||
Home equity
|
|
778,172
|
|
|
829,245
|
|
|
876,209
|
|
|
713,937
|
|
|
664,246
|
|
|||||
Subtotal — consumer loan portfolio
|
|
5,757,912
|
|
|
5,694,740
|
|
|
5,396,567
|
|
|
3,021,030
|
|
|
2,604,206
|
|
|||||
Total loans
|
|
$
|
15,269,779
|
|
|
$
|
14,155,267
|
|
|
$
|
12,990,779
|
|
|
$
|
7,271,147
|
|
|
$
|
5,688,230
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Due In
|
||||||||||||||
(Dollars in thousands)
|
|
1 Year
or Less
|
|
1 to 5
Years
|
|
Over 5
Years
|
|
Total
|
||||||||
Loan maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
1,180,581
|
|
|
$
|
2,296,822
|
|
|
$
|
525,165
|
|
|
$
|
4,002,568
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|||||||
Owner-occupied
|
|
219,398
|
|
|
1,231,037
|
|
|
609,122
|
|
|
2,059,557
|
|
||||
Non-owner occupied
|
|
440,343
|
|
|
1,424,344
|
|
|
920,333
|
|
|
2,785,020
|
|
||||
Vacant land
|
|
19,128
|
|
|
32,041
|
|
|
16,341
|
|
|
67,510
|
|
||||
Total commercial real estate
|
|
678,869
|
|
|
2,687,422
|
|
|
1,545,796
|
|
|
4,912,087
|
|
||||
Real estate construction and land development
|
|
175,076
|
|
|
326,131
|
|
|
96,005
|
|
|
597,212
|
|
||||
Total
|
|
$
|
2,034,526
|
|
|
$
|
5,310,375
|
|
|
$
|
2,166,966
|
|
|
$
|
9,511,867
|
|
Percent of total
|
|
21.4
|
%
|
|
55.8
|
%
|
|
22.8
|
%
|
|
100.0
|
%
|
||||
Interest sensitivity of above loans:
|
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
$
|
628,744
|
|
|
$
|
3,362,009
|
|
|
$
|
873,128
|
|
|
$
|
4,863,881
|
|
Variable interest rates
|
|
1,405,782
|
|
|
1,948,366
|
|
|
1,293,838
|
|
|
4,647,986
|
|
||||
Total
|
|
$
|
2,034,526
|
|
|
$
|
5,310,375
|
|
|
$
|
2,166,966
|
|
|
$
|
9,511,867
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Due In
|
||||||||||||||
(Dollars in thousands)
|
|
1 Year
or Less
|
|
1 to 5
Years
|
|
Over 5
Years
|
|
Total
|
||||||||
Loan maturities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
1,175,608
|
|
|
$
|
1,766,562
|
|
|
$
|
443,472
|
|
|
$
|
3,385,642
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|||||||
Owner-occupied
|
|
254,935
|
|
|
1,048,786
|
|
|
509,841
|
|
|
1,813,562
|
|
||||
Non-owner occupied
|
|
304,692
|
|
|
1,493,661
|
|
|
808,408
|
|
|
2,606,761
|
|
||||
Vacant land
|
|
21,211
|
|
|
41,334
|
|
|
17,802
|
|
|
80,347
|
|
||||
Total commercial real estate
|
|
580,838
|
|
|
2,583,781
|
|
|
1,336,051
|
|
|
4,500,670
|
|
||||
Real estate construction and land development
|
|
128,706
|
|
|
231,557
|
|
|
213,952
|
|
|
574,215
|
|
||||
Total
|
|
$
|
1,885,152
|
|
|
$
|
4,581,900
|
|
|
$
|
1,993,475
|
|
|
$
|
8,460,527
|
|
Percent of total
|
|
22.3
|
%
|
|
54.1
|
%
|
|
23.6
|
%
|
|
100.00
|
%
|
||||
Interest sensitivity of above loans:
|
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
$
|
717,547
|
|
|
$
|
3,074,906
|
|
|
$
|
1,013,538
|
|
|
$
|
4,805,991
|
|
Variable interest rates
|
|
1,167,605
|
|
|
1,506,994
|
|
|
979,937
|
|
|
3,654,536
|
|
||||
Total
|
|
$
|
1,885,152
|
|
|
$
|
4,581,900
|
|
|
$
|
1,993,475
|
|
|
$
|
8,460,527
|
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Nonaccrual loans
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
30,139
|
|
|
$
|
19,691
|
|
|
$
|
13,178
|
|
|
$
|
28,554
|
|
|
$
|
16,418
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
16,056
|
|
|
19,070
|
|
|
12,104
|
|
|
17,141
|
|
|
16,587
|
|
|||||
Non-owner occupied
|
|
23,021
|
|
|
5,270
|
|
|
3,900
|
|
|
4,333
|
|
|
3,977
|
|
|||||
Vacant land
|
|
3,337
|
|
|
5,205
|
|
|
3,873
|
|
|
3,689
|
|
|
4,402
|
|
|||||
Total commercial real estate
|
|
42,414
|
|
|
29,545
|
|
|
19,877
|
|
|
25,163
|
|
|
24,966
|
|
|||||
Real estate construction and land development
|
|
12
|
|
|
77
|
|
|
80
|
|
|
521
|
|
|
387
|
|
|||||
Total commercial loan portfolio
|
|
72,565
|
|
|
49,313
|
|
|
33,135
|
|
|
54,238
|
|
|
41,771
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
|
7,988
|
|
|
8,635
|
|
|
6,969
|
|
|
5,557
|
|
|
6,706
|
|
|||||
Consumer installment
|
|
1,276
|
|
|
842
|
|
|
879
|
|
|
451
|
|
|
500
|
|
|||||
Home equity
|
|
3,604
|
|
|
4,305
|
|
|
3,351
|
|
|
1,979
|
|
|
1,667
|
|
|||||
Total consumer loan portfolio
|
|
12,868
|
|
|
13,782
|
|
|
11,199
|
|
|
7,987
|
|
|
8,873
|
|
|||||
Total nonaccrual loans
|
|
85,433
|
|
|
63,095
|
|
|
44,334
|
|
|
62,225
|
|
|
50,644
|
|
|||||
Other real estate and repossessed assets
|
|
6,256
|
|
|
8,807
|
|
|
17,187
|
|
|
9,935
|
|
|
14,205
|
|
|||||
Total nonperforming assets
|
|
91,689
|
|
|
71,902
|
|
|
61,521
|
|
|
72,160
|
|
|
64,849
|
|
|||||
Accruing troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan portfolio
|
|
32,508
|
|
|
34,484
|
|
|
45,388
|
|
|
46,141
|
|
|
44,450
|
|
|||||
Consumer loan portfolio
|
|
13,072
|
|
|
14,298
|
|
|
17,147
|
|
|
21,037
|
|
|
19,681
|
|
|||||
Total performing troubled debt restructurings
|
|
45,580
|
|
|
48,782
|
|
|
62,535
|
|
|
67,178
|
|
|
64,131
|
|
|||||
Total impaired assets
|
|
$
|
137,269
|
|
|
$
|
120,684
|
|
|
$
|
124,056
|
|
|
$
|
139,338
|
|
|
$
|
128,980
|
|
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
|
|
$
|
939
|
|
|
$
|
13
|
|
|
$
|
288
|
|
|
$
|
618
|
|
|
$
|
170
|
|
Consumer loan portfolio
|
|
488
|
|
|
1,364
|
|
|
995
|
|
|
1,669
|
|
|
1,903
|
|
|||||
Total accruing loans contractually past due 90 days or more as to interest or principal payments
|
|
$
|
1,427
|
|
|
$
|
1,377
|
|
|
$
|
1,283
|
|
|
$
|
2,287
|
|
|
$
|
2,073
|
|
Nonperforming loans as a percent of total loans
|
|
0.56
|
%
|
|
0.45
|
%
|
|
0.34
|
%
|
|
0.86
|
%
|
|
0.89
|
%
|
|||||
Nonperforming assets as a percent of total assets
|
|
0.43
|
%
|
|
0.37
|
%
|
|
0.35
|
%
|
|
0.79
|
%
|
|
0.89
|
%
|
|||||
Impaired assets as a percent of total assets
|
|
0.64
|
%
|
|
0.63
|
%
|
|
0.71
|
%
|
|
1.52
|
%
|
|
1.76
|
%
|
(Dollars in thousands)
|
|
Amount
|
|
Valuation
Allowance
|
|
Confirmed
Losses
|
|
Cumulative
Inherent
Loss Percentage
|
|||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|||||||
Impaired loans — originated commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|||||||
With valuation allowance and no charge-offs
|
|
$
|
46,112
|
|
|
$
|
4,103
|
|
|
$
|
—
|
|
|
9
|
%
|
With valuation allowance and charge-offs
|
|
7,514
|
|
|
1,371
|
|
|
5,460
|
|
|
53
|
%
|
|||
With charge-offs and no valuation allowance
|
|
9,350
|
|
|
—
|
|
|
3,556
|
|
|
28
|
%
|
|||
Without valuation allowance or charge-offs
|
|
42,062
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total impaired loans to commercial borrowers
|
|
$
|
105,038
|
|
|
$
|
5,474
|
|
|
$
|
9,016
|
|
|
13
|
%
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|||||||
Impaired loans — originated commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|||||||
With valuation allowance and no charge-offs
|
|
$
|
48,622
|
|
|
$
|
4,618
|
|
|
$
|
—
|
|
|
9
|
%
|
With valuation allowance and charge-offs
|
|
8,591
|
|
|
919
|
|
|
9,335
|
|
|
57
|
%
|
|||
With charge-offs and no valuation allowance
|
|
4,695
|
|
|
—
|
|
|
2,568
|
|
|
35
|
%
|
|||
Without valuation allowance or charge-offs
|
|
21,889
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total impaired loans to commercial borrowers
|
|
$
|
83,797
|
|
|
$
|
5,537
|
|
|
$
|
11,903
|
|
|
18
|
%
|
|
|
December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
of Total
|
|
Amount
|
|
Percent
of Total
|
||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
30,139
|
|
|
35.3
|
%
|
|
$
|
19,691
|
|
|
31.2
|
%
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
16,056
|
|
|
18.8
|
|
|
19,070
|
|
|
30.2
|
|
||
Non-owner occupied
|
|
23,021
|
|
|
26.9
|
|
|
5,270
|
|
|
8.4
|
|
||
Vacant land
|
|
3,337
|
|
|
3.9
|
|
|
5,205
|
|
|
8.3
|
|
||
Commercial real estate
|
|
42,414
|
|
|
49.6
|
|
|
29,545
|
|
|
46.9
|
|
||
Real estate construction and land development
|
|
12
|
|
|
—
|
|
|
77
|
|
|
0.1
|
|
||
Subtotal — commercial loan portfolio
|
|
72,565
|
|
|
84.9
|
|
|
49,313
|
|
|
78.2
|
|
||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
||||||
Residential mortgage
|
|
7,988
|
|
|
9.4
|
|
|
8,635
|
|
|
13.7
|
|
||
Consumer installment
|
|
1,276
|
|
|
1.5
|
|
|
842
|
|
|
1.3
|
|
||
Home equity
|
|
3,604
|
|
|
4.2
|
|
|
4,305
|
|
|
6.8
|
|
||
Subtotal — consumer loan portfolio
|
|
12,868
|
|
|
15.1
|
|
|
13,782
|
|
|
21.8
|
|
||
Total nonperforming loans
|
|
$
|
85,433
|
|
|
100.0
|
%
|
|
$
|
63,095
|
|
|
100.0
|
%
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
63,095
|
|
|
$
|
44,334
|
|
Additions during period
|
|
105,032
|
|
|
57,936
|
|
||
Principal balances charged off
|
|
(15,033
|
)
|
|
(13,392
|
)
|
||
Transfers to other real estate/repossessed assets
|
|
(5,210
|
)
|
|
(5,891
|
)
|
||
Return to accrual status
|
|
(10,276
|
)
|
|
(4,606
|
)
|
||
Payments received
|
|
(52,175
|
)
|
|
(15,286
|
)
|
||
Balance at end of period
|
|
$
|
85,433
|
|
|
$
|
63,095
|
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
||||||||
(Dollars in thousands)
|
|
Number of
Borrowers
|
|
Amount
|
|
Number of
Borrowers
|
|
Amount
|
||||
$5,000,000 or more
|
|
1
|
|
$
|
14,121
|
|
|
2
|
|
$
|
10,426
|
|
$2,500,000 - $4,999,999
|
|
5
|
|
16,085
|
|
|
—
|
|
—
|
|
||
$1,000,000 - $2,499,999
|
|
4
|
|
6,059
|
|
|
7
|
|
10,063
|
|
||
$500,000 - $999,999
|
|
13
|
|
9,232
|
|
|
12
|
|
8,593
|
|
||
$250,000 - $499,999
|
|
29
|
|
10,390
|
|
|
27
|
|
9,473
|
|
||
Under $250,000
|
|
225
|
|
16,678
|
|
|
150
|
|
10,758
|
|
||
Total
|
|
277
|
|
$
|
72,565
|
|
|
198
|
|
$
|
49,313
|
|
|
|
Accruing TDRs
|
|
|
|
Total
|
||||||||||||||
(Dollars in thousands)
|
|
Current
|
|
Past Due
31-89 Days
|
|
Sub-
Total
|
|
Nonaccrual TDRs
|
|
|||||||||||
December 31, 2018
|
|
|
||||||||||||||||||
Commercial loan portfolio
|
|
$
|
32,173
|
|
|
$
|
335
|
|
|
$
|
32,508
|
|
|
$
|
24,343
|
|
|
$
|
56,851
|
|
Consumer loan portfolio
|
|
12,532
|
|
|
540
|
|
|
13,072
|
|
|
3,732
|
|
|
16,804
|
|
|||||
Total TDRs
|
|
$
|
44,705
|
|
|
$
|
875
|
|
|
$
|
45,580
|
|
|
$
|
28,075
|
|
|
$
|
73,655
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan portfolio
|
|
$
|
30,706
|
|
|
$
|
3,778
|
|
|
$
|
34,484
|
|
|
$
|
24,358
|
|
|
$
|
58,842
|
|
Consumer loan portfolio
|
|
13,552
|
|
|
746
|
|
|
14,298
|
|
|
4,748
|
|
|
19,046
|
|
|||||
Total TDRs
|
|
$
|
44,258
|
|
|
$
|
4,524
|
|
|
$
|
48,782
|
|
|
$
|
29,106
|
|
|
$
|
77,888
|
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
34,484
|
|
|
$
|
45,388
|
|
Additions for modifications
|
|
13,137
|
|
|
5,273
|
|
||
Principal payments and pay-offs
|
|
(7,810
|
)
|
|
(8,530
|
)
|
||
Transfers from nonaccrual status
|
|
2,242
|
|
|
3,286
|
|
||
Transfers to nonaccrual status
|
|
(9,545
|
)
|
|
(10,933
|
)
|
||
Balance at end of period
|
|
$
|
32,508
|
|
|
$
|
34,484
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Composition of ORE:
|
|
|
|
|
||||
Vacant land
|
|
$
|
305
|
|
|
$
|
2,064
|
|
Commercial real estate properties
|
|
2,465
|
|
|
3,363
|
|
||
Residential real estate properties
|
|
3,062
|
|
|
2,755
|
|
||
Total ORE
|
|
$
|
5,832
|
|
|
$
|
8,182
|
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
8,182
|
|
|
$
|
16,812
|
|
|
$
|
9,716
|
|
Transfers based on adoption of ASU 2014-09
(1)
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|||
Additions attributable to acquisitions (at fair value)
|
|
—
|
|
|
—
|
|
|
13,227
|
|
|||
Additions
(2)
|
|
7,179
|
|
|
6,905
|
|
|
9,938
|
|
|||
Write-downs
|
|
(1,266
|
)
|
|
(1,640
|
)
|
|
(636
|
)
|
|||
Net payments received
|
|
(249
|
)
|
|
(1,064
|
)
|
|
(1,560
|
)
|
|||
Dispositions
|
|
(7,825
|
)
|
|
(12,831
|
)
|
|
(13,873
|
)
|
|||
Balance at end of year
|
|
$
|
5,832
|
|
|
$
|
8,182
|
|
|
$
|
16,812
|
|
(1)
|
In accordance with the updates to Topic 606 adopted by us effective January 1, 2018, $1.1 million of other real estate owned sold with seller financing were reclassified on the Classified Statements of Financial Position to loans and the related $0.9 million of deferred gains were recognized in income as an adjustment to opening retained earnings. Refer to Note 1, Summary of Significant Accounting Policies to our Consolidated Financial Statements for further information.
|
(2)
|
Includes loans transferred to other real estate owned.
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans
|
|
$
|
109,564
|
|
|
$
|
91,887
|
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
|
$
|
75,183
|
|
Acquired loans
|
|
420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Total
|
|
$
|
109,984
|
|
|
$
|
91,887
|
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
|
$
|
75,683
|
|
Originated loans
|
|
$
|
11,844,756
|
|
|
$
|
9,747,429
|
|
|
$
|
7,458,401
|
|
|
$
|
5,807,934
|
|
|
$
|
4,990,067
|
|
Acquired loans
|
|
3,425,023
|
|
|
4,407,838
|
|
|
5,532,378
|
|
|
1,463,213
|
|
|
698,163
|
|
|||||
Total loans
|
|
$
|
15,269,779
|
|
|
$
|
14,155,267
|
|
|
$
|
12,990,779
|
|
|
$
|
7,271,147
|
|
|
$
|
5,688,230
|
|
Nonperforming loans
|
|
$
|
85,433
|
|
|
$
|
63,095
|
|
|
$
|
44,334
|
|
|
$
|
62,225
|
|
|
$
|
50,644
|
|
Allowance for originated loan losses as a percent of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total originated loans
|
|
0.93
|
%
|
|
0.94
|
%
|
|
1.05
|
%
|
|
1.26
|
%
|
|
1.51
|
%
|
|||||
Nonperforming loans
|
|
128
|
%
|
|
146
|
%
|
|
177
|
%
|
|
118
|
%
|
|
148
|
%
|
|||||
Nonperforming loans, less impaired originated loans for which the expected loss has been charged-off
|
|
144
|
%
|
|
157
|
%
|
|
194
|
%
|
|
169
|
%
|
|
216
|
%
|
|||||
Credit mark as a percent of unpaid principal balance on acquired loans
|
|
1.7
|
%
|
|
2.4
|
%
|
|
3.1
|
%
|
|
4.4
|
%
|
|
5.4
|
%
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Allowance for loan losses - originated loan portfolio
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses - beginning of year
|
|
$
|
91,887
|
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
|
$
|
75,183
|
|
|
$
|
78,572
|
|
Provision for loan losses
|
|
30,330
|
|
|
23,300
|
|
|
14,875
|
|
|
6,500
|
|
|
6,100
|
|
|||||
Loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
(4,775
|
)
|
|
(7,274
|
)
|
|
(6,012
|
)
|
|
(3,051
|
)
|
|
(3,169
|
)
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
(2,332
|
)
|
|
(996
|
)
|
|
(2,318
|
)
|
|
(2,123
|
)
|
|
(1,483
|
)
|
|||||
Non-owner occupied
|
|
(1,071
|
)
|
|
(161
|
)
|
|
(268
|
)
|
|
(523
|
)
|
|
(1,175
|
)
|
|||||
Vacant land
|
|
(1,376
|
)
|
|
(129
|
)
|
|
(266
|
)
|
|
(47
|
)
|
|
(271
|
)
|
|||||
Total commercial real estate
|
|
(4,779
|
)
|
|
(1,286
|
)
|
|
(2,852
|
)
|
|
(2,693
|
)
|
|
(2,929
|
)
|
|||||
Real estate construction and land development
|
|
(9
|
)
|
|
(10
|
)
|
|
(42
|
)
|
|
(141
|
)
|
|
(301
|
)
|
|||||
Residential mortgage
|
|
(1,475
|
)
|
|
(1,206
|
)
|
|
(1,080
|
)
|
|
(2,427
|
)
|
|
(2,277
|
)
|
|||||
Consumer installment
|
|
(6,377
|
)
|
|
(6,281
|
)
|
|
(4,751
|
)
|
|
(4,182
|
)
|
|
(4,194
|
)
|
|||||
Home equity
|
|
(1,049
|
)
|
|
(810
|
)
|
|
(565
|
)
|
|
(507
|
)
|
|
(1,359
|
)
|
|||||
Total loan charge-offs
|
|
(18,464
|
)
|
|
(16,867
|
)
|
|
(15,302
|
)
|
|
(13,001
|
)
|
|
(14,229
|
)
|
|||||
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
1,815
|
|
|
2,075
|
|
|
1,258
|
|
|
970
|
|
|
900
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
1,119
|
|
|
1,146
|
|
|
892
|
|
|
639
|
|
|
473
|
|
|||||
Non-owner occupied
|
|
555
|
|
|
888
|
|
|
889
|
|
|
547
|
|
|
392
|
|
|||||
Vacant land
|
|
9
|
|
|
386
|
|
|
10
|
|
|
32
|
|
|
8
|
|
|||||
Total Commercial real estate
|
|
1,683
|
|
|
2,420
|
|
|
1,791
|
|
|
1,218
|
|
|
873
|
|
|||||
Real estate construction and land development
|
|
35
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
836
|
|
|||||
Residential mortgage
|
|
318
|
|
|
472
|
|
|
376
|
|
|
515
|
|
|
651
|
|
|||||
Consumer installment
|
|
1,683
|
|
|
2,049
|
|
|
1,703
|
|
|
1,391
|
|
|
1,279
|
|
|||||
Home equity
|
|
277
|
|
|
170
|
|
|
203
|
|
|
552
|
|
|
201
|
|
|||||
Total loan recoveries
|
|
5,811
|
|
|
7,186
|
|
|
5,367
|
|
|
4,646
|
|
|
4,740
|
|
|||||
Net loan charge-offs
|
|
(12,653
|
)
|
|
(9,681
|
)
|
|
(9,935
|
)
|
|
(8,355
|
)
|
|
(9,489
|
)
|
|||||
Allowance for loan losses - end of year
|
|
109,564
|
|
|
91,887
|
|
|
78,268
|
|
|
73,328
|
|
|
75,183
|
|
|||||
Allowance for loan losses - acquired loan portfolio
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses - beginning of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
|||||
Provision for loan losses
|
|
420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loan charge-offs - acquired (commercial)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|||||
Allowance for loan losses - end of period
|
|
420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Total allowance for loan losses
|
|
$
|
109,984
|
|
|
$
|
91,887
|
|
|
$
|
78,268
|
|
|
$
|
73,328
|
|
|
$
|
75,683
|
|
Net loan charge-offs as a percentage of average loans
|
|
0.09
|
%
|
|
0.07
|
%
|
|
0.11
|
%
|
|
0.13
|
%
|
|
0.19
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
Allowance
Amount
|
|
Percent of
Loans
in Each
Category
to Total
Loans
|
|
Allowance
Amount
|
|
Percent of
Loans in Each Category to Total Loans |
|
Allowance
Amount
|
|
Percent of
Loans in Each Category to Total Loans |
|
Allowance
Amount
|
|
Percent of
Loans in Each Category to Total Loans |
|
Allowance
Amount
|
|
Percent of
Loans in Each Category to Total Loans |
|||||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
$
|
36,931
|
|
|
21
|
%
|
|
$
|
25,329
|
|
|
17
|
%
|
|
$
|
22,388
|
|
|
14
|
%
|
|
$
|
21,909
|
|
|
20
|
%
|
|
$
|
17,951
|
|
|
22
|
%
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Owner-occupied
|
19,586
|
|
|
10
|
|
|
15,664
|
|
|
8
|
|
|
12,275
|
|
|
7
|
|
|
12,941
|
|
|
11
|
|
|
13,883
|
|
|
12
|
|
|||||
Non-owner occupied
|
21,789
|
|
|
13
|
|
|
18,309
|
|
|
11
|
|
|
12,569
|
|
|
7
|
|
|
9,207
|
|
|
8
|
|
|
8,955
|
|
|
8
|
|
|||||
Vacant land
|
532
|
|
|
—
|
|
|
1,145
|
|
|
—
|
|
|
552
|
|
|
1
|
|
|
662
|
|
|
1
|
|
|
709
|
|
|
1
|
|
|||||
Total commercial real estate
|
41,907
|
|
|
23
|
|
|
35,118
|
|
|
19
|
|
|
25,396
|
|
|
15
|
|
|
22,810
|
|
|
20
|
|
|
23,547
|
|
|
21
|
|
|||||
Real estate construction and land development
|
3,921
|
|
|
4
|
|
|
5,686
|
|
|
4
|
|
|
3,417
|
|
|
2
|
|
|
2,515
|
|
|
3
|
|
|
2,658
|
|
|
3
|
|
|||||
Residential mortgage
|
14,815
|
|
|
16
|
|
|
13,375
|
|
|
14
|
|
|
13,760
|
|
|
11
|
|
|
14,308
|
|
|
17
|
|
|
11,286
|
|
|
18
|
|
|||||
Consumer Installment
|
8,542
|
|
|
10
|
|
|
8,577
|
|
|
11
|
|
|
8,907
|
|
|
10
|
|
|
5,677
|
|
|
12
|
|
|
9,411
|
|
|
14
|
|
|||||
Home equity
|
3,448
|
|
|
4
|
|
|
3,802
|
|
|
4
|
|
|
4,400
|
|
|
5
|
|
|
6,109
|
|
|
8
|
|
|
7,606
|
|
|
10
|
|
|||||
Unallocated
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,724
|
|
|
—
|
|
|||||
Subtotal — originated loans
|
109,564
|
|
|
78
|
%
|
|
91,887
|
|
|
69
|
%
|
|
78,268
|
|
|
57
|
%
|
|
73,328
|
|
|
80
|
%
|
|
75,183
|
|
|
88
|
%
|
|||||
Acquired loans
|
420
|
|
|
22
|
%
|
|
—
|
|
|
31
|
%
|
|
—
|
|
|
43
|
%
|
|
—
|
|
|
20
|
%
|
|
500
|
|
|
12
|
%
|
|||||
Total
|
$
|
109,984
|
|
|
100
|
%
|
|
$
|
91,887
|
|
|
100
|
%
|
|
$
|
78,268
|
|
|
100
|
%
|
|
$
|
73,328
|
|
|
100
|
%
|
|
$
|
75,683
|
|
|
100
|
%
|
(Dollars in thousands)
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|||
2019 maturities:
|
|
|
|
|
|||
First quarter
|
|
$
|
952,768
|
|
|
1.71
|
%
|
Second quarter
|
|
926,723
|
|
|
1.83
|
|
|
Third quarter
|
|
448,972
|
|
|
1.89
|
|
|
Fourth quarter
|
|
447,634
|
|
|
2.02
|
|
|
Total 2019 maturities
|
|
2,776,097
|
|
|
1.83
|
|
|
2020 maturities
|
|
1,032,314
|
|
|
2.26
|
|
|
2021 maturities
|
|
148,995
|
|
|
1.52
|
|
|
2022 maturities
|
|
82,076
|
|
|
1.58
|
|
|
2023 maturities
|
|
33,900
|
|
|
1.63
|
|
|
2024 maturities and beyond
|
|
866
|
|
|
1.49
|
|
|
Total time deposits
|
|
$
|
4,074,248
|
|
|
1.92
|
%
|
|
|
December 31, 2018
|
|||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
|
|||
Maturity:
|
|
|
|
|
|||
Within 3 months
|
|
$
|
702,450
|
|
|
33.9
|
%
|
After 3 but within 6 months
|
|
558,065
|
|
|
26.9
|
|
|
After 6 but within 12 months
|
|
514,775
|
|
|
24.8
|
|
|
After 12 months
|
|
299,633
|
|
|
14.4
|
|
|
Total
|
|
$
|
2,074,923
|
|
|
100.0
|
%
|
|
|
December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Short-term borrowings:
|
|
|
|
|
|
|
||||||
Short-term FHLB advances
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end during the year
|
|
$
|
2,400,000
|
|
|
$
|
2,000,000
|
|
|
$
|
825,000
|
|
Balance outstanding at end of year
|
|
$
|
2,035,000
|
|
|
$
|
2,000,000
|
|
|
$
|
825,000
|
|
Weighted average interest rate at end of year
|
|
2.47
|
%
|
|
1.39
|
%
|
|
0.65
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
1,962,288
|
|
|
$
|
1,612,123
|
|
|
$
|
277,391
|
|
Weighted average interest rate during the year
|
|
1.90
|
%
|
|
1.18
|
%
|
|
0.49
|
%
|
|||
Federal Funds Purchased and Other Short-Term Borrowings
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end during the year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance outstanding at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average interest rate at end of year
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
7,721
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average interest rate during the year
|
|
3.96
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Long-term borrowings:
|
|
|
|
|
||||
Long-term FHLB advances
|
|
$
|
410,102
|
|
|
$
|
337,204
|
|
Non-revolving line-of-credit
|
|
—
|
|
|
19,963
|
|
||
Subordinated debt obligations
|
|
15,900
|
|
|
15,715
|
|
||
Total long-term borrowings
|
|
$
|
426,002
|
|
|
$
|
372,882
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Minimum Payments Due by Period
|
||||||||||||||||||
(Dollars in thousands)
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Contractual Obligations:
|
|
|
||||||||||||||||||
Deposits with no stated maturity
(1)
|
|
$
|
11,519,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,519,034
|
|
Time deposits with a stated maturity
(1)
|
|
2,776,097
|
|
|
1,181,309
|
|
|
115,976
|
|
|
866
|
|
|
4,074,248
|
|
|||||
Short-term borrowings
(1)
|
|
2,035,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,035,000
|
|
|||||
Long-term borrowings
(1)
|
|
100,058
|
|
|
110,044
|
|
|
—
|
|
|
215,900
|
|
|
426,002
|
|
|||||
Operating leases
(2)
|
|
7,251
|
|
|
11,374
|
|
|
9,150
|
|
|
12,107
|
|
|
39,882
|
|
|||||
Other noncancelable contracts
|
|
46,225
|
|
|
68,896
|
|
|
57,973
|
|
|
46,771
|
|
|
219,865
|
|
|||||
Other contractual obligations
(3)
|
|
40,821
|
|
|
31,640
|
|
|
143
|
|
|
321
|
|
|
72,925
|
|
|||||
Total contractual obligations
|
|
$
|
16,524,486
|
|
|
$
|
1,403,263
|
|
|
$
|
183,242
|
|
|
$
|
275,965
|
|
|
$
|
18,386,956
|
|
(1)
|
Deposits, short-term borrowings and long-term borrowings exclude accrued interest.
|
(2)
|
Future minimum lease payments are reduced by
$632 thousand
related to sublease income to be received in the following periods: $211 thousand (less than 1 year); $421 thousand (1 to 3 years).
|
(3)
|
Includes commitments to fund qualified low income housing and other tax investment projects, private equity capital investments and other similar types of investments.
|
(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
|
|
$
|
1,502,175
|
|
|
$
|
886,211
|
|
|
$
|
330,077
|
|
|
$
|
212,992
|
|
|
$
|
2,931,455
|
|
Loans to consumer borrowers
|
|
113,566
|
|
|
131,422
|
|
|
163,525
|
|
|
210,627
|
|
|
619,140
|
|
|||||
Total unused commitments to extend credit
|
|
1,615,741
|
|
|
1,017,633
|
|
|
493,602
|
|
|
423,619
|
|
|
3,550,595
|
|
|||||
Undisbursed loan commitments
(1)
|
|
493,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493,286
|
|
|||||
Standby letters of credit
|
|
61,777
|
|
|
18,313
|
|
|
21,810
|
|
|
17,081
|
|
|
118,981
|
|
|||||
Total credit-related commitments
|
|
$
|
2,170,804
|
|
|
$
|
1,035,946
|
|
|
$
|
515,412
|
|
|
$
|
440,700
|
|
|
$
|
4,162,862
|
|
(1)
|
Excludes $67.9 million of residential mortgage loan originations that were expected to be sold in the secondary market.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Annual Cash Dividend (per common share)
|
|
$
|
1.24
|
|
|
$
|
1.10
|
|
|
$
|
1.06
|
|
|
$
|
1.00
|
|
|
$
|
0.94
|
|
December 31, 2018
|
Leverage Ratio
|
|
Common Equity Tier 1 Capital Ratio
|
|
Tier 1 Risk-Based Capital Ratio
|
|
Total Risk-Based Capital Ratio
|
||||
Actual Capital Ratios:
|
|
|
|
|
|
|
|
||||
Chemical Financial Corporation
|
8.7
|
%
|
|
10.7
|
%
|
|
10.7
|
%
|
|
11.5
|
%
|
Chemical Bank
|
8.6
|
|
|
10.6
|
|
|
10.6
|
|
|
11.4
|
|
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
|
|
|
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||||||||||
|
|
Increase (Decrease)
Due to Changes in
|
|
Combined
Increase/
(Decrease)
|
|
Increase (Decrease)
Due to Changes in
|
|
Combined
Increase/
(Decrease)
|
||||||||||||||||
(Dollars in thousands)
|
|
Average
Volume
(1)
|
|
Average
Yield/ Rate
(1)
|
|
|
Average
Volume (1) |
|
Average
Yield/ Rate
(1)
|
|
||||||||||||||
Changes in Interest Income on Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans
|
|
$
|
48,225
|
|
|
$
|
54,257
|
|
|
$
|
102,482
|
|
|
$
|
185,042
|
|
|
$
|
4,812
|
|
|
$
|
189,854
|
|
Taxable investment securities/other assets
|
|
18,843
|
|
|
14,845
|
|
|
33,688
|
|
|
17,914
|
|
|
5,544
|
|
|
23,458
|
|
||||||
Tax-exempt investment securities
|
|
3,928
|
|
|
(1,340
|
)
|
|
2,588
|
|
|
9,689
|
|
|
(498
|
)
|
|
9,191
|
|
||||||
Interest-bearing deposits with the FRB and other banks
|
|
(671
|
)
|
|
2,154
|
|
|
1,483
|
|
|
1,615
|
|
|
1,074
|
|
|
2,689
|
|
||||||
Total change in interest income on interest-earning assets
|
|
70,325
|
|
|
69,916
|
|
|
140,241
|
|
|
214,260
|
|
|
10,932
|
|
|
225,192
|
|
||||||
Changes in Interest Expense on Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
|
60
|
|
|
5,099
|
|
|
5,159
|
|
|
1,015
|
|
|
578
|
|
|
1,593
|
|
||||||
Savings deposits
|
|
3,027
|
|
|
13,560
|
|
|
16,587
|
|
|
3,726
|
|
|
6,446
|
|
|
10,172
|
|
||||||
Time deposits
|
|
7,477
|
|
|
21,030
|
|
|
28,507
|
|
|
7,995
|
|
|
3,946
|
|
|
11,941
|
|
||||||
Collateralized customer deposits
|
|
92
|
|
|
1,246
|
|
|
1,338
|
|
|
87
|
|
|
879
|
|
|
966
|
|
||||||
Short-term borrowings
|
|
4,865
|
|
|
13,593
|
|
|
18,458
|
|
|
13,689
|
|
|
4,006
|
|
|
17,695
|
|
||||||
Long-term borrowings
|
|
(2,998
|
)
|
|
2,055
|
|
|
(943
|
)
|
|
950
|
|
|
1,942
|
|
|
2,892
|
|
||||||
Total change in interest expense on interest-bearing liabilities
|
|
12,523
|
|
|
56,583
|
|
|
69,106
|
|
|
27,462
|
|
|
17,797
|
|
|
45,259
|
|
||||||
Total Change in Net Interest Income (FTE)
(2)
|
|
$
|
57,802
|
|
|
$
|
13,333
|
|
|
$
|
71,135
|
|
|
$
|
186,798
|
|
|
$
|
(6,865
|
)
|
|
$
|
179,933
|
|
(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 21% in 2018 and 35% for 2017 and 2016. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Noninterest income
|
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
|
$
|
37,097
|
|
|
$
|
38,367
|
|
|
$
|
30,724
|
|
Wealth management revenue
|
|
25,996
|
|
|
25,512
|
|
|
22,601
|
|
|||
Electronic banking fees
(1)
|
|
16,777
|
|
|
22,646
|
|
|
22,115
|
|
|||
Net gain on sale of loans and other mortgage banking revenue
(2)
|
|
33,366
|
|
|
38,580
|
|
|
16,747
|
|
|||
Change in fair value in loan servicing rights
(2)
|
|
1,827
|
|
|
(6,375
|
)
|
|
5,112
|
|
|||
Other fees for customer services
(1)
|
|
4,599
|
|
|
4,965
|
|
|
3,669
|
|
|||
Insurance commissions
(1)
|
|
61
|
|
|
1,794
|
|
|
1,874
|
|
|||
Gain (loss) on sale of investment securities
|
|
224
|
|
|
(7,388
|
)
|
|
129
|
|
|||
Bank-owned life insurance
(3)
|
|
4,000
|
|
|
4,818
|
|
|
1,836
|
|
|||
Rental income
(3)
|
|
750
|
|
|
762
|
|
|
592
|
|
|||
Gain on sale of branch offices
|
|
—
|
|
|
—
|
|
|
7,391
|
|
|||
Other
(3)
|
|
23,839
|
|
|
20,338
|
|
|
9,560
|
|
|||
Total noninterest income
|
|
$
|
148,536
|
|
|
$
|
144,019
|
|
|
$
|
122,350
|
|
Significant items
(4)
|
|
—
|
|
|
(7,556
|
)
|
|
7,391
|
|
|||
Noninterest income excluding significant items
(4)(5)
|
|
$
|
148,536
|
|
|
$
|
151,575
|
|
|
$
|
114,959
|
|
Noninterest income
as a percentage of:
|
|
|
|
|
|
|
||||||
Net revenue (net interest income plus noninterest income)
|
|
19.0
|
%
|
|
20.5
|
%
|
|
24.3
|
%
|
|||
Average total assets
|
|
0.74
|
%
|
|
0.78
|
%
|
|
1.02
|
%
|
|||
Net revenue, excluding significant items
(4)(5)
|
|
19.0
|
%
|
|
21.4
|
%
|
|
23.2
|
%
|
|||
Average total assets, excluding significant items
(4)(5)
|
|
0.74
|
%
|
|
0.82
|
%
|
|
0.96
|
%
|
(1)
|
Included within the line item "Other charges and fees for customer services" in the Consolidated Statements of Income.
|
(2)
|
Included within the line item "Net gain on sale of loans and other mortgage banking revenue" in our Consolidated Statements of Income.
|
(3)
|
Included within the line item "Other" noninterest income in the Consolidated Statements of Income.
|
(4)
|
For 2017, "significant items" include the fourth quarter of 2017 losses on sales of investment securities taken as part of our treasury and tax management objectives following the signing of the Tax Cuts and Jobs Act. For 2016, "significant items" include net gain on the sales of branch offices.
|
(5)
|
Noninterest income, excluding significant items, as a percentage of net revenue and average total assets, are non-GAAP financial measures. See the section entitled "Non-GAAP Financial Measures."
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating expense
|
|
|
|
|
|
||||||
Salaries and wages
(1)
|
$
|
191,122
|
|
|
$
|
179,992
|
|
|
$
|
135,407
|
|
Employee benefits
(1)
|
34,305
|
|
|
35,570
|
|
|
30,455
|
|
|||
Occupancy
|
31,670
|
|
|
30,554
|
|
|
23,525
|
|
|||
Equipment and software
|
31,761
|
|
|
32,248
|
|
|
24,408
|
|
|||
Outside processing and service fees
|
45,387
|
|
|
35,142
|
|
|
21,199
|
|
|||
FDIC insurance premiums
(2)
|
18,508
|
|
|
11,190
|
|
|
7,407
|
|
|||
Professional fees
(2)
|
12,619
|
|
|
11,507
|
|
|
5,832
|
|
|||
Intangible asset amortization
(2)
|
5,716
|
|
|
6,089
|
|
|
5,524
|
|
|||
Advertising and marketing
(2)
|
8,175
|
|
|
5,907
|
|
|
3,740
|
|
|||
Postage and express mail
(2)
|
5,162
|
|
|
5,309
|
|
|
3,777
|
|
|||
Training, travel and other employee expenses
(2)
|
6,852
|
|
|
6,572
|
|
|
4,025
|
|
|||
Telephone
(2)
|
3,371
|
|
|
3,704
|
|
|
2,964
|
|
|||
Supplies
(2)
|
1,818
|
|
|
2,614
|
|
|
2,318
|
|
|||
Donations
(2)
|
2,664
|
|
|
1,775
|
|
|
1,951
|
|
|||
Credit-related expenses
(2)
|
4,841
|
|
|
5,772
|
|
|
(2,701
|
)
|
|||
Merger expenses
(3)
|
—
|
|
|
8,522
|
|
|
61,134
|
|
|||
Restructuring expenses
(3)
|
—
|
|
|
19,880
|
|
|
—
|
|
|||
Impairment of federal historic income tax credits
(2)(3)
|
12,284
|
|
|
9,252
|
|
|
—
|
|
|||
Other
(2)
|
7,943
|
|
|
10,395
|
|
|
7,453
|
|
|||
Total operating expenses
|
$
|
424,198
|
|
|
$
|
421,994
|
|
|
$
|
338,418
|
|
Significant and other non-core items
(3)
|
12,284
|
|
|
37,654
|
|
|
61,134
|
|
|||
Operating expenses, core (non-GAAP)
(3)(4)
|
$
|
411,914
|
|
|
$
|
384,340
|
|
|
$
|
277,284
|
|
Full-time equivalent staff (at December 31)
|
3,117
|
|
|
3,010
|
|
|
3,261
|
|
|||
Average assets
|
$
|
20,200,530
|
|
|
$
|
18,465,156
|
|
|
$
|
12,037,155
|
|
Efficiency ratio - GAAP
|
54.3
|
%
|
|
60.1
|
%
|
|
67.2
|
%
|
|||
Efficiency ratio - adjusted non-GAAP
(4)
|
51.5
|
%
|
|
51.9
|
%
|
|
54.4
|
%
|
|||
Total operating expenses as a percentage of total average assets
|
2.10
|
%
|
|
2.29
|
%
|
|
2.81
|
%
|
|||
Total operating expenses as a percentage of total average assets - adjusted non-GAAP
(4)
|
2.04
|
%
|
|
2.08
|
%
|
|
2.30
|
%
|
(1)
|
Included within the line item "Salaries, wages and employee benefits" in the Consolidated Statements of Income.
|
(2)
|
Included within the line item "Other" operating expenses in the Consolidated Statements of Income.
|
(3)
|
Significant items are defined as merger and restructuring expenses during the years ended
December 31, 2017
and
December 31, 2016
. The other non-core items are the impairment of federal historic income tax credits.
|
(4)
|
Please refer to the section entitled "Non-GAAP Financial Measures" for a reconciliation to the most directly comparable GAAP financial measure.
|
|
|
December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Investment securities carried at fair value to total deposits
|
|
19.4
|
%
|
|
14.4
|
%
|
|
9.6
|
%
|
Loans to total deposits
(1)
|
|
95.6
|
|
|
100.7
|
|
|
98.3
|
|
Interest-earning assets to total assets
|
|
89.6
|
|
|
88.6
|
|
|
87.4
|
|
Interest-bearing deposits to total deposits
|
|
75.6
|
|
|
72.7
|
|
|
74.0
|
|
(1)
|
For liquidity purposes, securities sold under agreements to repurchase with customers are treated similarly to deposits and are included in this calculation.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
Following 12 months
|
|
Following 24 months
|
|
Following 12 months
|
|
Following 24 months
|
||||
+400 basis points
|
(0.5
|
)%
|
|
(0.5
|
)%
|
|
(4.2
|
)%
|
|
(3.0
|
)%
|
+300 basis points
|
(0.8
|
)
|
|
(0.7
|
)
|
|
(3.6
|
)
|
|
(2.7
|
)
|
+200 basis points
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(2.7
|
)
|
|
(2.0
|
)
|
+100 basis points
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
-100 basis points
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(4.0
|
)
|
|
(4.9
|
)
|
-200 basis points
|
(7.7
|
)
|
|
(9.2
|
)
|
|
(12.5
|
)
|
|
(15.2
|
)
|
-300 basis points
(1)
|
(18.0
|
)
|
|
(22.4
|
)
|
|
|
|
|
||
-400 basis points
(1)
|
(24.0
|
)
|
|
(28.4
|
)
|
|
|
|
|
(1)
|
We did not project a 300 or 400 basis point decrease in interest rates at December 31, 2017 as the likelihood of a decrease of this size was considered unlikely given prevailing interest rate levels.
|
(Dollars in thousands, except per share data)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash and cash due from banks
|
|
$
|
228,527
|
|
|
$
|
226,003
|
|
Interest-bearing deposits with the Federal Reserve Bank and other banks
|
|
267,312
|
|
|
229,988
|
|
||
Total cash and cash equivalents
|
|
495,839
|
|
|
455,991
|
|
||
Investment securities:
|
|
|
|
|
||||
Carried at fair value
|
|
3,021,832
|
|
|
1,963,546
|
|
||
Held-to-maturity, at amortized cost (fair value of $618,672 and $662,906, respectively)
|
|
624,099
|
|
|
677,093
|
|
||
Total investment securities
|
|
3,645,931
|
|
|
2,640,639
|
|
||
Loans held-for-sale, at fair value
|
|
85,030
|
|
|
52,133
|
|
||
Loans
|
|
15,269,779
|
|
|
14,155,267
|
|
||
Allowance for loan losses
|
|
(109,984
|
)
|
|
(91,887
|
)
|
||
Net loans
|
|
15,159,795
|
|
|
14,063,380
|
|
||
Premises and equipment
|
|
123,442
|
|
|
126,896
|
|
||
Loan servicing rights, at fair value
|
|
71,013
|
|
|
63,841
|
|
||
Goodwill
|
|
1,134,568
|
|
|
1,134,568
|
|
||
Other intangible assets
|
|
28,556
|
|
|
34,271
|
|
||
Interest receivable and other assets
|
|
754,167
|
|
|
709,154
|
|
||
Total assets
|
|
$
|
21,498,341
|
|
|
$
|
19,280,873
|
|
Liabilities
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
3,809,252
|
|
|
$
|
3,725,779
|
|
Interest-bearing
|
|
11,784,030
|
|
|
9,917,024
|
|
||
Total deposits
|
|
15,593,282
|
|
|
13,642,803
|
|
||
Collateralized customer deposits
|
|
382,687
|
|
|
415,236
|
|
||
Short-term borrowings
|
|
2,035,000
|
|
|
2,000,000
|
|
||
Long-term borrowings
|
|
426,002
|
|
|
372,882
|
|
||
Interest payable and other liabilities
|
|
225,110
|
|
|
181,203
|
|
||
Total liabilities
|
|
18,662,081
|
|
|
16,612,124
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Preferred stock, no par value:
|
|
|
|
|
||||
Authorized – 2,000,000 shares at 12/31/18 and 12/31/17, none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $1.00 par value per share:
|
|
|
|
|
||||
Authorized — 135,000,000 shares at 12/31/18 and 12/31/17
|
|
|
|
|
||||
Issued and outstanding — 71,460,119 shares at 12/31/18 and 71,207,114 shares at 12/31/17
|
|
71,460
|
|
|
71,207
|
|
||
Additional paid-in capital
|
|
2,209,761
|
|
|
2,203,637
|
|
||
Retained earnings
|
|
616,149
|
|
|
419,403
|
|
||
Accumulated other comprehensive loss
|
|
(61,110
|
)
|
|
(25,498
|
)
|
||
Total shareholders' equity
|
|
2,836,260
|
|
|
2,668,749
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
21,498,341
|
|
|
$
|
19,280,873
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
675,875
|
|
|
$
|
573,128
|
|
|
$
|
383,545
|
|
Interest on investment securities:
|
|
|
|
|
|
||||||
Taxable
|
62,231
|
|
|
31,496
|
|
|
10,989
|
|
|||
Tax-exempt
|
24,286
|
|
|
18,343
|
|
|
12,317
|
|
|||
Dividends on nonmarketable equity securities
|
7,877
|
|
|
4,924
|
|
|
1,973
|
|
|||
Interest on deposits with the Federal Reserve Bank, other banks and Federal funds sold
|
5,727
|
|
|
4,244
|
|
|
1,555
|
|
|||
Total interest income
|
775,996
|
|
|
632,135
|
|
|
410,379
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Interest on deposits
|
96,980
|
|
|
46,727
|
|
|
23,021
|
|
|||
Interest on collateralized customer deposits
|
2,607
|
|
|
1,269
|
|
|
303
|
|
|||
Interest on short-term borrowings
|
37,510
|
|
|
19,052
|
|
|
1,357
|
|
|||
Interest on long-term borrowings
|
6,566
|
|
|
7,509
|
|
|
4,617
|
|
|||
Total interest expense
|
143,663
|
|
|
74,557
|
|
|
29,298
|
|
|||
Net interest income
|
632,333
|
|
|
557,578
|
|
|
381,081
|
|
|||
Provision for loan losses
|
30,750
|
|
|
23,300
|
|
|
14,875
|
|
|||
Net interest income after provision for loan losses
|
601,583
|
|
|
534,278
|
|
|
366,206
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
37,097
|
|
|
38,367
|
|
|
30,724
|
|
|||
Wealth management revenue
|
25,996
|
|
|
25,512
|
|
|
22,601
|
|
|||
Other charges and fees for customer services
|
21,437
|
|
|
29,405
|
|
|
27,658
|
|
|||
Net gain on sale of loans and other mortgage banking revenue
|
35,193
|
|
|
32,205
|
|
|
21,859
|
|
|||
Net gain (loss) on sale of investment securities
|
224
|
|
|
(7,388
|
)
|
|
129
|
|
|||
Net gain on sale of branch offices
|
—
|
|
|
—
|
|
|
7,391
|
|
|||
Other
|
28,589
|
|
|
25,918
|
|
|
11,988
|
|
|||
Total noninterest income
|
148,536
|
|
|
144,019
|
|
|
122,350
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
225,427
|
|
|
215,562
|
|
|
165,862
|
|
|||
Occupancy
|
31,670
|
|
|
30,554
|
|
|
23,525
|
|
|||
Equipment and software
|
31,761
|
|
|
32,248
|
|
|
24,408
|
|
|||
Outside processing and service fees
|
45,387
|
|
|
35,142
|
|
|
21,199
|
|
|||
Merger expenses
|
—
|
|
|
8,522
|
|
|
61,134
|
|
|||
Restructuring expenses
|
—
|
|
|
19,880
|
|
|
—
|
|
|||
Other
|
89,953
|
|
|
80,086
|
|
|
42,290
|
|
|||
Total operating expenses
|
424,198
|
|
|
421,994
|
|
|
338,418
|
|
|||
Income before income taxes
|
325,921
|
|
|
256,303
|
|
|
150,138
|
|
|||
Income tax expense
|
41,901
|
|
|
106,780
|
|
|
42,106
|
|
|||
Net income
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.98
|
|
|
$
|
2.11
|
|
|
$
|
2.21
|
|
Diluted
|
3.94
|
|
|
2.08
|
|
|
2.17
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on securities carried at fair value arising during the period
|
(34,054
|
)
|
|
1,269
|
|
|
(18,723
|
)
|
|||
Reclassification adjustment for (gains) losses on realized income
|
(224
|
)
|
|
7,388
|
|
|
(129
|
)
|
|||
Tax effect
|
7,198
|
|
|
(3,029
|
)
|
|
6,598
|
|
|||
Net unrealized gains (losses) on securities carried at fair value, net of tax
|
(27,080
|
)
|
|
5,628
|
|
|
(12,254
|
)
|
|||
Unrealized gains on interest rate swaps designated as cash flow hedges
|
2,841
|
|
|
4,263
|
|
|
—
|
|
|||
Reclassification adjustment for (gains) losses included in net income
|
(1,871
|
)
|
|
1,633
|
|
|
—
|
|
|||
Tax effect
|
(203
|
)
|
|
(2,064
|
)
|
|
—
|
|
|||
Net unrealized gains on interest rate swaps designated as cash flow hedges, net of tax
|
767
|
|
|
3,832
|
|
|
—
|
|
|||
Plan remeasurement
|
—
|
|
|
13,011
|
|
|
(707
|
)
|
|||
Adjustment for pension and other postretirement benefits
|
(11,339
|
)
|
|
1,752
|
|
|
2,630
|
|
|||
Tax effect
|
2,381
|
|
|
(5,167
|
)
|
|
(673
|
)
|
|||
Net adjustment for pension and other postretirement benefits
|
(8,958
|
)
|
|
9,596
|
|
|
1,250
|
|
|||
Other comprehensive income (loss), net of tax
|
(35,271
|
)
|
|
19,056
|
|
|
(11,004
|
)
|
|||
Total comprehensive income, net of tax
|
$
|
248,749
|
|
|
$
|
168,579
|
|
|
$
|
97,028
|
|
(Dollars in thousands)
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Total Shareholders' Equity
|
||||||||||
Balances at December 31, 2015
|
$
|
38,168
|
|
|
$
|
725,280
|
|
|
$
|
281,558
|
|
|
$
|
(29,032
|
)
|
|
$
|
1,015,974
|
|
Comprehensive income
|
|
|
|
|
108,032
|
|
|
(11,004
|
)
|
|
97,028
|
|
|||||||
Cash dividends declared and paid of $1.06 per share
|
|
|
|
|
(49,389
|
)
|
|
|
|
(49,389
|
)
|
||||||||
Issuance of common stock and common stock equivalents in business combinations
|
32,074
|
|
|
1,472,737
|
|
|
|
|
|
|
1,504,811
|
|
|||||||
Net shares issued under share-based compensation plans
|
351
|
|
|
(701
|
)
|
|
|
|
|
|
(350
|
)
|
|||||||
Share-based compensation expense
|
6
|
|
|
13,446
|
|
|
|
|
|
|
13,452
|
|
|||||||
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
|
|
|
|
|
149,523
|
|
|
19,056
|
|
|
168,579
|
|
|||||||
Cash dividends declared and paid of $1.10 per share
|
|
|
|
|
(78,498
|
)
|
|
|
|
(78,498
|
)
|
||||||||
Net shares issued under share-based compensation plans
|
608
|
|
|
(24,471
|
)
|
|
|
|
|
|
(23,863
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
17,346
|
|
|
|
|
|
|
17,346
|
|
|||||||
Reclassification of certain income tax effects
(2)
|
|
|
|
|
4,518
|
|
|
(4,518
|
)
|
|
—
|
|
|||||||
Balances at December 31, 2017
|
$
|
71,207
|
|
|
$
|
2,203,637
|
|
|
$
|
419,403
|
|
|
$
|
(25,498
|
)
|
|
$
|
2,668,749
|
|
Cumulative effect adjustment of change in accounting policy, net of tax impact
(1)
|
|
|
|
|
1,680
|
|
|
(341
|
)
|
|
1,339
|
|
|||||||
Comprehensive income
|
|
|
|
|
284,020
|
|
|
(35,271
|
)
|
|
248,749
|
|
|||||||
Cash dividends declared and paid of $1.24 per share
|
|
|
|
|
(88,954
|
)
|
|
|
|
(88,954
|
)
|
||||||||
Net shares issued under share-based compensation plans
|
253
|
|
|
(2,454
|
)
|
|
|
|
|
|
(2,201
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
8,578
|
|
|
|
|
|
|
8,578
|
|
|||||||
Balances at December 31, 2018
|
$
|
71,460
|
|
|
$
|
2,209,761
|
|
|
$
|
616,149
|
|
|
$
|
(61,110
|
)
|
|
$
|
2,836,260
|
|
(1)
|
Refer to
Note 1
, Summary of Significant Accounting Policies,
Note 4
, Investment Securities,
Note 7
, Other Real Estate Owned and Repossessed Assets and
Note 9
, Loan Servicing Rights, for further details on the changes in accounting policy.
|
(2)
|
The reclassification from accumulated other comprehensive income (loss) to retained earnings was due to the early adoption of ASU 2018-02, refer to
Note 1
for further details on the adoption.
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
30,750
|
|
|
23,300
|
|
|
14,875
|
|
|||
Gains on sales of loans
|
(12,173
|
)
|
|
(31,734
|
)
|
|
(15,686
|
)
|
|||
Proceeds from sales of loans
|
741,902
|
|
|
838,549
|
|
|
723,521
|
|
|||
Loans originated for sale
|
(760,591
|
)
|
|
(772,968
|
)
|
|
(534,422
|
)
|
|||
Net losses (gains) on sale of investment securities
|
(224
|
)
|
|
7,388
|
|
|
(129
|
)
|
|||
Net losses (gains) from sales/writedowns of other real estate and repossessed assets
|
203
|
|
|
(1,017
|
)
|
|
(5,212
|
)
|
|||
Depreciation of premises and equipment
|
17,026
|
|
|
17,722
|
|
|
13,270
|
|
|||
Amortization of intangible assets
|
5,716
|
|
|
6,090
|
|
|
10,046
|
|
|||
Additions to loan servicing rights
|
(8,226
|
)
|
|
(8,745
|
)
|
|
(4,333
|
)
|
|||
Valuation change in loan servicing rights
|
1,054
|
|
|
8,880
|
|
|
(4,585
|
)
|
|||
Net amortization of premiums and discounts on investment securities
|
19,446
|
|
|
19,262
|
|
|
9,713
|
|
|||
Share-based compensation expense
|
8,578
|
|
|
17,346
|
|
|
13,452
|
|
|||
Deferred income tax expense
|
41,916
|
|
|
93,184
|
|
|
24,091
|
|
|||
Change in deferred tax valuation allowance
|
317
|
|
|
(1,089
|
)
|
|
(706
|
)
|
|||
Net increase in interest receivable and other assets
|
(74,723
|
)
|
|
(150,585
|
)
|
|
(24,977
|
)
|
|||
Net increase (decrease) in interest payable and other liabilities
|
29,410
|
|
|
59,760
|
|
|
(46,449
|
)
|
|||
Net cash provided by operating activities
|
324,401
|
|
|
274,866
|
|
|
280,501
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Investment securities — carried at fair value:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls and principal reductions
|
291,008
|
|
|
318,952
|
|
|
248,772
|
|
|||
Proceeds from sales and redemptions
|
4,215
|
|
|
409,220
|
|
|
41,446
|
|
|||
Purchases
|
(1,405,798
|
)
|
|
(1,480,524
|
)
|
|
(187,702
|
)
|
|||
Investment securities — held-to-maturity:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls and principal reductions
|
104,535
|
|
|
93,600
|
|
|
90,933
|
|
|||
Purchases
|
(52,752
|
)
|
|
(141,489
|
)
|
|
(206,023
|
)
|
|||
Net increase in loans
|
(1,140,686
|
)
|
|
(1,189,865
|
)
|
|
(860,135
|
)
|
|||
Proceeds from sales of other real estate and repossessed assets
|
13,396
|
|
|
19,879
|
|
|
22,147
|
|
|||
Purchases of premises and equipment, net of disposals
|
(13,572
|
)
|
|
(12,852
|
)
|
|
(18,098
|
)
|
|||
Proceeds from returns of investment in equity method investments
|
326
|
|
|
143
|
|
|
77
|
|
|||
Cash acquired, net of cash paid, in business combinations
|
—
|
|
|
—
|
|
|
325,714
|
|
|||
Net cash used in investing activities
|
(2,199,328
|
)
|
|
(1,982,936
|
)
|
|
(542,869
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Net increase in interest and noninterest-bearing demand deposits and savings accounts
|
1,111,747
|
|
|
243,110
|
|
|
672,584
|
|
|||
Net increase (decrease) in time deposits
|
838,732
|
|
|
526,571
|
|
|
(550,847
|
)
|
|||
Net increase in collateralized customer deposits and other short-term borrowings
|
2,451
|
|
|
1,247,189
|
|
|
401,144
|
|
|||
Proceeds from issuance of long-term borrowings
|
200,000
|
|
|
—
|
|
|
375,000
|
|
|||
Repayment of long-term borrowings
|
(147,000
|
)
|
|
(224,850
|
)
|
|
(351,018
|
)
|
|||
Cash dividends paid
|
(88,954
|
)
|
|
(78,498
|
)
|
|
(49,389
|
)
|
|||
Proceeds from directors' stock plans and exercise of stock options, net of shares withheld
|
3,115
|
|
|
3,991
|
|
|
1,572
|
|
|||
Cash paid for payroll taxes upon conversion of share-based awards
|
(5,316
|
)
|
|
(27,854
|
)
|
|
(1,065
|
)
|
|||
Net cash provided by financing activities
|
1,914,775
|
|
|
1,689,659
|
|
|
497,981
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
39,848
|
|
|
(18,411
|
)
|
|
235,613
|
|
|||
Cash and cash equivalents at beginning of year
|
455,991
|
|
|
474,402
|
|
|
238,789
|
|
|||
Cash and cash equivalents at end of year
|
$
|
495,839
|
|
|
$
|
455,991
|
|
|
$
|
474,402
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
136,706
|
|
|
$
|
73,643
|
|
|
$
|
25,460
|
|
Income tax payments, net
|
4,063
|
|
|
2,252
|
|
|
22,200
|
|
|||
Non-cash activities:
|
|
|
|
|
|
||||||
Loans transferred to other real estate and repossessed assets
|
11,486
|
|
|
11,546
|
|
|
12,970
|
|
|||
Net transfer of loans held-for-sale to loans held- for-investment
|
(2,035
|
)
|
|
(4,150
|
)
|
|
(289
|
)
|
|||
Closed branch offices transferred to other assets
|
—
|
|
|
13,246
|
|
|
4,846
|
|
|||
Business combinations:
|
|
|
|
|
|
||||||
Fair value of tangible assets acquired (noncash)
|
—
|
|
|
420
|
|
|
6,371,781
|
|
|||
Goodwill, loan servicing rights and other identifiable intangible assets acquired
|
—
|
|
|
1,034
|
|
|
908,217
|
|
|||
Liabilities assumed
|
—
|
|
|
1,454
|
|
|
6,100,901
|
|
|||
Common stock and stock options issued
|
—
|
|
|
—
|
|
|
1,504,811
|
|
Standard
|
|
Description
|
|
Adoption Date
|
|
Effect on the financial statements
|
ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606)
ASU No. 2016-08 - Principal versus Agent Considerations
ASU No. 2016-10 - Identifying Performance Obligations and Licensing
ASU No. 2016-12 - Narrow-scope Improvements and Practical Expedients ("Updates to Topic 606")
ASU No. 2016-20 - Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
ASU No. 2017-13 - Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments
ASU No. 2017-14 - Income Statement - Revenue from Contracts with Customers (Topic 606) (SEC Update)
|
|
The core principle of the Updates to Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is intended to clarify and converge the revenue recognition principles under GAAP and International Financial Reporting Standards and to streamline revenue recognition requirements in addition to expanding required revenue recognition disclosures.
|
|
January 1, 2018 under the modified retrospective method
|
|
A large majority of the Corporation's revenue is derived from net interest income, which is excluded from the scope of the guidance. Following detailed review of the Corporation's revenue streams not derived from net interest income on financial assets and liabilities, management identified the recognition of gains from other real estate sales financed by the Corporation to be in the scope of this amended guidance. Effective January 1, 2018, revenue for new seller financed other real estate owned sales is determined according to the Updates to Topic 606. If all qualifications are met, gains associated with the sales will be recognized into income at the time of closing and therefore not deferred. The cumulative effect of the Updates to Topic 606 increased retained earnings by $1.2 million upon adoption. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Additional required disclosures have been included in Note 16, Revenue from Contracts with Customers. The adoption is not expected to have a material impact on the Corporation's net income on an ongoing basis. Refer to Note 7, Other Real Estate Owned and Repossessed Assets, for further detail.
|
Standard
|
|
Description
|
|
Adoption Date
|
|
Effect on the financial statements
|
ASU No. 2016-01 - Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01")
|
|
ASU 2016-01 amended current guidance by: (i) requiring equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income, (ii) allowing an entity to measure equity investments that do not have readily determinable fair values at either fair value or cost minus impairment, changes in measurement is recognized in net income, (iii) simplifying impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iv) eliminating the requirement to disclose the methods and assumptions used to estimate the fair value of financial instruments measured at amortized cost; (v) requiring the use of exit price notion when measuring the fair value of financial instruments; (vi) requiring recognition of changes in the fair value related to instrument-specific credit risk in other comprehensive income if financial liabilities are measured at fair value, (vii) requiring separate presentation in financial statements by measurement category, and (viii) clarifying that an entity should evaluate the need for valuation allowance on deferred tax assets related to available-for-sale securities in combination with the entity’s other deferred tax assets.
|
|
January 1, 2018 using a modified retrospective approach with the exception of disclosure requirements which are adopted on a prospective basis
|
|
The Corporation identified available-for-sale investment securities qualifying as equity investments in the securities portfolio at January 1, 2018. The adoption resulted in recognizing the unrealized fair value related to the identified equity investments as a cumulative effect to retained earnings of $0.3 million. In addition, the Corporation updated disclosures related to the fair value of financial instruments to the use of the exit price notion.
Refer to Note 3, Fair Value Measurements and Note 4, Investment Securities, for further detail.
|
ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts as Cash Payments ("ASU 2016-15")
|
|
ASU 2016-15 was issued to reduce diversity in practice and prevent financial statement restatements by clarifying the presentation and classification of cash receipts and cash payments within the statement of cash flows. Cash flow issues include: debt prepayment or debt extinguishment costs, settlement of insurance claims, proceeds from the settlement of corporate-owned and bank-owned life insurance policies, distribution received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle.
|
|
January 1, 2018 using retrospective application
|
|
The adoption did not have a material effect on the presentation of our Consolidated Statements of Cash Flows, as current policies are either already in-line with the clarifications in the updated guidance, or the related cash flows are not material.
|
ASU No. 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost ("ASU 2017-07")
|
|
ASU 2017-07 improves the income statement presentation of net periodic benefit cost for an entity's pension and postretirement plans. The standard requires employers to disaggregate current service costs from other components of net benefit cost and present it with other compensation cost. Additionally net benefit cost becomes eligible for capitalization.
|
|
January 1, 2018 using the retrospective transition method
|
|
The adoption resulted in a reclassification of $1.7 million and $0.6 million of net periodic income from salaries, wages and employee benefits expense to other expenses on the Consolidated Statements of Income during the year ended December 31, 2017 and 2016, respectively.
|
ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvement to Account for Hedging Activities ("ASU 2017-12")
|
|
ASU 2017-12 eliminates the separate measurement of hedge ineffectiveness as well as the benchmark interest rate concept when applying hedge risk to variable-rate instruments. It also allows a company to elect to perform subsequent effectiveness assessments qualitatively if the initial quantitative hedge effectiveness assessment is found to be highly effective.
|
|
January 1, 2018
|
|
The early adoption resulted in a cumulative adjustment from opening retained earnings to accumulated other comprehensive income of $3 thousand, which represented all previously recognized hedge ineffectiveness.
|
Standard
|
|
Description
|
|
Adoption Date
|
|
Effect on the financial statements
|
ASU No. 2018-15 - Intangible-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15")
|
|
ASU 2018-15 clarifies the accounting treatment for implementation costs for hosting arrangements that are service contracts. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software in accordance with subtopic 350-40. Under this guidance costs for implementation activities during the development stage shall be capitalized. The said capitalized-costs shall be expensed over the term of the hosting arrangement.
|
|
Third quarter of 2018 applied retrospectively
|
|
The early adoption in the third quarter did not have a material effect on the Consolidated Financial Statements.
|
(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
|
|
|
|
Years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net interest and other income
|
|
$
|
780,869
|
|
|
$
|
701,597
|
|
|
$
|
492,323
|
|
Net Income
|
|
284,020
|
|
|
149,523
|
|
|
115,847
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.98
|
|
|
$
|
2.11
|
|
|
$
|
1.65
|
|
Diluted
|
|
$
|
3.94
|
|
|
$
|
2.08
|
|
|
$
|
1.62
|
|
Level 1
|
Valuation is based upon quoted prices for identical instruments traded in active markets.
|
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 and government-sponsored enterprise debt obligations, including securities issued by the Federal Home Loan Bank ("FHLB"), 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 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
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Investment securities — carried at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Government and government-sponsored enterprises
|
|
$
|
—
|
|
|
$
|
351,700
|
|
|
$
|
—
|
|
|
$
|
351,700
|
|
State and political subdivisions
|
|
—
|
|
|
516,286
|
|
|
—
|
|
|
516,286
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
213,428
|
|
|
—
|
|
|
213,428
|
|
||||
Collateralized mortgage obligations
|
|
—
|
|
|
1,601,298
|
|
|
—
|
|
|
1,601,298
|
|
||||
Corporate bonds
|
|
—
|
|
|
293,063
|
|
|
—
|
|
|
293,063
|
|
||||
Trust preferred securities
|
|
—
|
|
|
46,057
|
|
|
—
|
|
|
46,057
|
|
||||
Total investment securities — carried at fair value
|
|
—
|
|
|
3,021,832
|
|
|
—
|
|
|
3,021,832
|
|
||||
Loans held-for-sale
|
|
—
|
|
|
85,030
|
|
|
—
|
|
|
85,030
|
|
||||
Loan servicing rights
|
|
—
|
|
|
—
|
|
|
71,013
|
|
|
71,013
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
|
—
|
|
|
26,680
|
|
|
—
|
|
|
26,680
|
|
||||
Interest rate lock commitments
|
|
—
|
|
|
1,049
|
|
|
—
|
|
|
1,049
|
|
||||
Power Equity CD
|
|
—
|
|
|
718
|
|
|
—
|
|
|
718
|
|
||||
Risk management derivatives
|
|
—
|
|
|
10,148
|
|
|
—
|
|
|
10,148
|
|
||||
Total derivatives
|
|
—
|
|
|
38,595
|
|
|
—
|
|
|
38,595
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
3,145,457
|
|
|
$
|
71,013
|
|
|
$
|
3,216,470
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
|
$
|
—
|
|
|
$
|
27,664
|
|
|
$
|
—
|
|
|
$
|
27,664
|
|
Forward contracts related to mortgage loans to be delivered for sale
|
|
—
|
|
|
719
|
|
|
—
|
|
|
719
|
|
||||
Power Equity CD
|
|
—
|
|
|
718
|
|
|
—
|
|
|
718
|
|
||||
Risk management derivatives
|
|
—
|
|
|
3,278
|
|
|
—
|
|
|
3,278
|
|
||||
Total derivatives
|
|
—
|
|
|
32,379
|
|
|
—
|
|
|
32,379
|
|
||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
32,379
|
|
|
$
|
—
|
|
|
$
|
32,379
|
|
(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
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Investment securities — carried at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Government and government-sponsored enterprises
|
|
$
|
—
|
|
|
$
|
202,916
|
|
|
$
|
—
|
|
|
$
|
202,916
|
|
State and political subdivisions
|
|
—
|
|
|
345,970
|
|
|
—
|
|
|
345,970
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
150,131
|
|
|
—
|
|
|
150,131
|
|
||||
Collateralized mortgage obligations
|
|
—
|
|
|
1,033,845
|
|
|
—
|
|
|
1,033,845
|
|
||||
Corporate bonds
|
|
—
|
|
|
192,794
|
|
|
—
|
|
|
192,794
|
|
||||
Trust preferred securities
|
|
—
|
|
|
36,066
|
|
|
—
|
|
|
36,066
|
|
||||
Preferred stock
|
|
—
|
|
|
1,824
|
|
|
—
|
|
|
1,824
|
|
||||
Total investment securities — carried at fair value
|
|
—
|
|
|
1,963,546
|
|
|
—
|
|
|
1,963,546
|
|
||||
Loans held-for-sale
|
|
—
|
|
|
52,133
|
|
|
—
|
|
|
52,133
|
|
||||
Loan servicing rights
|
|
—
|
|
|
—
|
|
|
63,841
|
|
|
63,841
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|||||||
Customer-initiated derivatives
|
|
—
|
|
|
9,376
|
|
|
—
|
|
|
9,376
|
|
||||
Interest rate lock commitments
|
|
—
|
|
|
1,222
|
|
|
—
|
|
|
1,222
|
|
||||
Power Equity CD
|
|
—
|
|
|
2,184
|
|
|
—
|
|
|
2,184
|
|
||||
Risk management derivatives
|
|
—
|
|
|
5,899
|
|
|
—
|
|
|
5,899
|
|
||||
Total derivatives
|
|
—
|
|
|
18,681
|
|
|
—
|
|
|
18,681
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
2,034,360
|
|
|
$
|
63,841
|
|
|
$
|
2,098,201
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
|
—
|
|
|
10,139
|
|
|
—
|
|
|
10,139
|
|
||||
Forward contracts related to mortgage loans to be delivered for sale
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Power Equity CD
|
|
—
|
|
|
2,184
|
|
|
—
|
|
|
2,184
|
|
||||
Total derivatives
|
|
—
|
|
|
12,357
|
|
|
—
|
|
|
12,357
|
|
||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
12,357
|
|
|
$
|
—
|
|
|
$
|
12,357
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
(Dollars in thousands)
|
|
Loan servicing rights
|
||||||||||
Balance, beginning of period
|
|
$
|
63,841
|
|
|
$
|
48,085
|
|
|
$
|
—
|
|
Additions due to acquisition
|
|
—
|
|
|
—
|
|
|
42,462
|
|
|||
Transfer in based on new accounting policy election
(1)
|
|
—
|
|
|
15,891
|
|
|
—
|
|
|||
Gains (losses):
|
|
|
|
|
|
|
|
|||||
Recorded in earnings (realized):
|
|
|
|
|
|
|
||||||
Recorded in "Net gain on sale of loans and other mortgage banking revenue"
|
|
(1,054
|
)
|
|
(8,880
|
)
|
|
4,593
|
|
|||
New originations
|
|
8,226
|
|
|
8,745
|
|
|
1,030
|
|
|||
Balance, end of period
|
|
$
|
71,013
|
|
|
$
|
63,841
|
|
|
$
|
48,085
|
|
(1)
|
Refer to Note 1, Summary of Significant Accounting Policies, for further details.
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Aggregate fair value
|
|
$
|
85,030
|
|
|
$
|
52,133
|
|
Contractual balance
|
|
82,080
|
|
|
50,597
|
|
||
Unrealized gain
|
|
2,950
|
|
|
1,536
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
(1)
|
|
$
|
2,788
|
|
|
$
|
2,540
|
|
|
$
|
1,606
|
|
Change in fair value
(2)
|
|
1,414
|
|
|
715
|
|
|
39
|
|
|||
Net gain on sales of loans
(2)
|
|
12,173
|
|
|
31,734
|
|
|
15,686
|
|
|||
Total included in earnings
|
|
$
|
16,375
|
|
|
$
|
34,989
|
|
|
$
|
17,331
|
|
(1)
|
Included in "Interest and fees on loans" in the Consolidated Statements of Income.
|
(2)
|
Included in "Net gain on sale of loans and other mortgage banking revenue" in the Consolidated Statements of Income.
|
(Dollars in thousands)
|
|
Significant Unobservable Inputs (Level 3)
|
||
December 31, 2018
|
|
|
||
Impaired loans
|
|
$
|
63,247
|
|
Other real estate and repossessed assets
|
|
883
|
|
|
Total
|
|
$
|
64,130
|
|
December 31, 2017
|
|
|
||
Impaired loans
|
|
$
|
70,619
|
|
Other real estate and repossessed assets
|
|
2,899
|
|
|
Total
|
|
$
|
73,518
|
|
(Dollars in thousands)
|
|
Fair Value at December 31, 2018
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Range
|
||
Impaired loans
|
|
$
|
63,247
|
|
|
Appraisal of collateral
|
|
Discount for type of collateral and age of appraisal
|
|
20%-30%
|
Other real estate and repossessed assets
|
|
883
|
|
|
Appraisal of property
|
|
Discount for type of property and age of appraisal
|
|
20%-30%
|
|
|
|
|
December 31,
|
||||||||||||||
|
|
Level in Fair Value Measurement Hierarchy
|
|
2018
|
|
2017
|
||||||||||||
(Dollars in thousands)
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity
|
|
Level 2
|
|
$
|
623,599
|
|
|
$
|
618,232
|
|
|
$
|
676,593
|
|
|
$
|
662,516
|
|
Held-to-maturity
|
|
Level 3
|
|
500
|
|
|
440
|
|
|
500
|
|
|
390
|
|
||||
Net loans
(1)
|
|
Level 3
|
|
15,159,795
|
|
|
14,907,789
|
|
|
14,063,380
|
|
|
14,114,545
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
|
Level 2
|
|
$
|
4,074,248
|
|
|
$
|
4,041,212
|
|
|
$
|
3,217,207
|
|
|
$
|
3,225,847
|
|
Collateralized customer deposits
|
|
Level 2
|
|
382,687
|
|
|
382,370
|
|
|
415,236
|
|
|
415,236
|
|
||||
Short-term borrowings
|
|
Level 2
|
|
2,035,000
|
|
|
2,034,719
|
|
|
2,000,000
|
|
|
1,999,137
|
|
||||
Long-term borrowings
|
|
Level 2
|
|
426,002
|
|
|
423,258
|
|
|
372,882
|
|
|
367,984
|
|
(1)
|
Included
$63.2 million
and
$70.6 million
of impaired loans recorded at fair value on a nonrecurring basis at
December 31, 2018
and
2017
, respectively.
|
|
|
Investment Securities Carried at Fair Value
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
|
||||||||
Government and government-sponsored enterprises
|
|
$
|
354,342
|
|
|
$
|
713
|
|
|
$
|
3,355
|
|
|
$
|
351,700
|
|
State and political subdivisions
|
|
523,178
|
|
|
1,141
|
|
|
8,033
|
|
|
516,286
|
|
||||
Residential mortgage-backed securities
|
|
216,990
|
|
|
261
|
|
|
3,823
|
|
|
213,428
|
|
||||
Collateralized mortgage obligations
|
|
1,623,415
|
|
|
2,903
|
|
|
25,020
|
|
|
1,601,298
|
|
||||
Corporate bonds
|
|
304,243
|
|
|
259
|
|
|
11,439
|
|
|
293,063
|
|
||||
Trust preferred securities
|
|
47,477
|
|
|
324
|
|
|
1,744
|
|
|
46,057
|
|
||||
Total
|
|
$
|
3,069,645
|
|
|
$
|
5,601
|
|
|
$
|
53,414
|
|
|
$
|
3,021,832
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
|
||||||||
Government and government-sponsored enterprises
|
|
$
|
203,099
|
|
|
$
|
765
|
|
|
$
|
948
|
|
|
$
|
202,916
|
|
State and political subdivisions
|
|
350,088
|
|
|
310
|
|
|
4,428
|
|
|
345,970
|
|
||||
Residential mortgage-backed securities
|
|
151,752
|
|
|
5
|
|
|
1,626
|
|
|
150,131
|
|
||||
Collateralized mortgage obligations
|
|
1,042,240
|
|
|
89
|
|
|
8,484
|
|
|
1,033,845
|
|
||||
Corporate bonds
|
|
193,230
|
|
|
1,156
|
|
|
1,592
|
|
|
192,794
|
|
||||
Trust preferred securities
|
|
34,848
|
|
|
1,280
|
|
|
62
|
|
|
36,066
|
|
||||
Total debt securities available-for-sale
|
|
1,975,257
|
|
|
3,605
|
|
|
17,140
|
|
|
1,961,722
|
|
||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock
|
|
1,389
|
|
|
435
|
|
|
—
|
|
|
1,824
|
|
||||
Total equity securities
|
|
1,389
|
|
|
435
|
|
|
—
|
|
|
1,824
|
|
||||
Total
|
|
$
|
1,976,646
|
|
|
$
|
4,040
|
|
|
$
|
17,140
|
|
|
$
|
1,963,546
|
|
|
|
Investment Securities Held-to-Maturity
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
623,599
|
|
|
$
|
2,548
|
|
|
$
|
7,915
|
|
|
$
|
618,232
|
|
Trust preferred securities
|
|
500
|
|
|
—
|
|
|
60
|
|
|
440
|
|
||||
Total
|
|
$
|
624,099
|
|
|
$
|
2,548
|
|
|
$
|
7,975
|
|
|
$
|
618,672
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
676,593
|
|
|
$
|
3,856
|
|
|
$
|
17,933
|
|
|
$
|
662,516
|
|
Trust preferred securities
|
|
500
|
|
|
—
|
|
|
110
|
|
|
390
|
|
||||
Total
|
|
$
|
677,093
|
|
|
$
|
3,856
|
|
|
$
|
18,043
|
|
|
$
|
662,906
|
|
|
|
For the years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds
|
|
$
|
4,215
|
|
|
$
|
409,220
|
|
|
$
|
41,446
|
|
Gross gains
|
|
263
|
|
|
178
|
|
|
325
|
|
|||
Gross losses
|
|
(39
|
)
|
|
(7,566
|
)
|
|
(196
|
)
|
|
|
December 31, 2018
|
||||||
(Dollars in thousands)
|
|
Amortized Cost
|
|
Fair Value
|
||||
Investment Securities Carried at Fair Value:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
51,523
|
|
|
$
|
51,244
|
|
Due after one year through five years
|
|
109,918
|
|
|
108,051
|
|
||
Due after five years through ten years
|
|
515,050
|
|
|
498,612
|
|
||
Due after ten years
|
|
2,393,154
|
|
|
2,363,925
|
|
||
Total
|
|
$
|
3,069,645
|
|
|
$
|
3,021,832
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
55,840
|
|
|
$
|
55,728
|
|
Due after one year through five years
|
|
230,154
|
|
|
228,528
|
|
||
Due after five years through ten years
|
|
164,325
|
|
|
162,764
|
|
||
Due after ten years
|
|
173,780
|
|
|
171,652
|
|
||
Total
|
|
$
|
624,099
|
|
|
$
|
618,672
|
|
|
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
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government and government-sponsored enterprises
|
$
|
167,164
|
|
|
$
|
1,672
|
|
|
$
|
62,200
|
|
|
$
|
1,683
|
|
|
$
|
229,364
|
|
|
$
|
3,355
|
|
State and political subdivisions
|
190,551
|
|
|
1,932
|
|
|
657,327
|
|
|
14,016
|
|
|
847,878
|
|
|
15,948
|
|
||||||
Residential mortgage-backed securities
|
20,679
|
|
|
85
|
|
|
123,757
|
|
|
3,738
|
|
|
144,436
|
|
|
3,823
|
|
||||||
Collateralized mortgage obligations
|
496,356
|
|
|
5,268
|
|
|
656,208
|
|
|
19,752
|
|
|
1,152,564
|
|
|
25,020
|
|
||||||
Corporate bonds
|
169,431
|
|
|
5,888
|
|
|
103,688
|
|
|
5,551
|
|
|
273,119
|
|
|
11,439
|
|
||||||
Trust preferred securities
|
34,623
|
|
|
1,640
|
|
|
2,725
|
|
|
164
|
|
|
37,348
|
|
|
1,804
|
|
||||||
Total
|
$
|
1,078,804
|
|
|
$
|
16,485
|
|
|
$
|
1,605,905
|
|
|
$
|
44,904
|
|
|
$
|
2,684,709
|
|
|
$
|
61,389
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government and government-sponsored enterprises
|
$
|
63,818
|
|
|
$
|
510
|
|
|
$
|
24,621
|
|
|
$
|
438
|
|
|
$
|
88,439
|
|
|
$
|
948
|
|
State and political subdivisions
|
437,407
|
|
|
12,268
|
|
|
349,242
|
|
|
10,093
|
|
|
786,649
|
|
|
22,361
|
|
||||||
Residential mortgage-backed securities
|
93,508
|
|
|
383
|
|
|
56,576
|
|
|
1,243
|
|
|
150,084
|
|
|
1,626
|
|
||||||
Collateralized mortgage obligations
|
713,525
|
|
|
7,235
|
|
|
73,707
|
|
|
1,249
|
|
|
787,232
|
|
|
8,484
|
|
||||||
Corporate bonds
|
71,447
|
|
|
1,138
|
|
|
47,878
|
|
|
454
|
|
|
119,325
|
|
|
1,592
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
11,164
|
|
|
172
|
|
|
11,164
|
|
|
172
|
|
||||||
Total
|
$
|
1,379,705
|
|
|
$
|
21,534
|
|
|
$
|
563,188
|
|
|
$
|
13,649
|
|
|
$
|
1,942,893
|
|
|
$
|
35,183
|
|
(Dollars in thousands)
|
|
Originated
|
|
Acquired
(1)
|
|
Total loans
|
||||||
December 31, 2018
|
|
|
|
|
|
|
||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
3,287,087
|
|
|
$
|
715,481
|
|
|
$
|
4,002,568
|
|
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
1,513,532
|
|
|
546,025
|
|
|
2,059,557
|
|
|||
Non-owner occupied
|
|
1,966,330
|
|
|
818,690
|
|
|
2,785,020
|
|
|||
Vacant land
|
|
40,295
|
|
|
27,215
|
|
|
67,510
|
|
|||
Total commercial real estate
|
|
3,520,157
|
|
|
1,391,930
|
|
|
4,912,087
|
|
|||
Real estate construction and land development
|
|
566,726
|
|
|
30,486
|
|
|
597,212
|
|
|||
Subtotal
|
|
7,373,970
|
|
|
2,137,897
|
|
|
9,511,867
|
|
|||
Consumer loan portfolio:
|
|
|
|
|
|
|
||||||
Residential mortgage
|
|
2,407,305
|
|
|
1,051,361
|
|
|
3,458,666
|
|
|||
Consumer installment
|
|
1,451,352
|
|
|
69,722
|
|
|
1,521,074
|
|
|||
Home equity
|
|
612,129
|
|
|
166,043
|
|
|
778,172
|
|
|||
Subtotal
|
|
4,470,786
|
|
|
1,287,126
|
|
|
5,757,912
|
|
|||
Total loans
(2)
|
|
$
|
11,844,756
|
|
|
$
|
3,425,023
|
|
|
$
|
15,269,779
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
2,407,606
|
|
|
$
|
978,036
|
|
|
$
|
3,385,642
|
|
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
1,185,614
|
|
|
627,948
|
|
|
1,813,562
|
|
|||
Non-owner occupied
|
|
1,518,787
|
|
|
1,087,974
|
|
|
2,606,761
|
|
|||
Vacant land
|
|
47,024
|
|
|
33,323
|
|
|
80,347
|
|
|||
Total commercial real estate
|
|
2,751,425
|
|
|
1,749,245
|
|
|
4,500,670
|
|
|||
Real estate construction and land development
|
|
498,155
|
|
|
76,060
|
|
|
574,215
|
|
|||
Subtotal
|
|
5,657,186
|
|
|
2,803,341
|
|
|
8,460,527
|
|
|||
Consumer loan portfolio:
|
|
|
|
|
|
|
||||||
Residential mortgage
|
|
1,967,857
|
|
|
1,284,630
|
|
|
3,252,487
|
|
|||
Consumer installment
|
|
1,510,540
|
|
|
102,468
|
|
|
1,613,008
|
|
|||
Home equity
|
|
611,846
|
|
|
217,399
|
|
|
829,245
|
|
|||
Subtotal
|
|
4,090,243
|
|
|
1,604,497
|
|
|
5,694,740
|
|
|||
Total loans
(2)
|
|
$
|
9,747,429
|
|
|
$
|
4,407,838
|
|
|
$
|
14,155,267
|
|
(1)
|
Loans acquired in the Talmer, Lake Michigan, Monarch, Northwestern and OAK acquisitions were elected to be accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30), by analogy. See Note 1, Summary of Significant Accounting Policies for further information.
|
(2)
|
Reported net of deferred costs totaling
$19.7 million
and
$26.1 million
at
December 31, 2018
and
2017
, respectively.
|
(Dollars in thousands)
|
|
Talmer
|
|
Lake Michigan
|
|
Monarch
|
|
North-western
|
|
OAK
|
|
Total
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
731,353
|
|
|
$
|
95,124
|
|
|
$
|
22,496
|
|
|
$
|
60,814
|
|
|
$
|
17,110
|
|
|
$
|
926,897
|
|
Accretion recognized in interest income
|
|
(164,614
|
)
|
|
(24,722
|
)
|
|
(3,881
|
)
|
|
(17,988
|
)
|
|
(10,214
|
)
|
|
(221,419
|
)
|
||||||
Net reclassification (to) from nonaccretable difference
(1)(2)
|
|
(61,407
|
)
|
|
2,730
|
|
|
(783
|
)
|
|
(1,371
|
)
|
|
2,678
|
|
|
(58,153
|
)
|
||||||
Balance at end of period
|
|
$
|
505,332
|
|
|
$
|
73,132
|
|
|
$
|
17,832
|
|
|
$
|
41,455
|
|
|
$
|
9,574
|
|
|
$
|
647,325
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
798,210
|
|
|
$
|
121,416
|
|
|
$
|
27,182
|
|
|
$
|
69,847
|
|
|
$
|
23,316
|
|
|
$
|
1,039,971
|
|
Accretion recognized in interest income
|
|
(175,678
|
)
|
|
(29,077
|
)
|
|
(4,533
|
)
|
|
(20,318
|
)
|
|
(12,563
|
)
|
|
(242,169
|
)
|
||||||
Net reclassification (to) from nonaccretable difference
(1)
|
|
108,821
|
|
|
2,785
|
|
|
(153
|
)
|
|
11,285
|
|
|
6,357
|
|
|
129,095
|
|
||||||
Balance at end of period
|
|
$
|
731,353
|
|
|
$
|
95,124
|
|
|
$
|
22,496
|
|
|
$
|
60,814
|
|
|
$
|
17,110
|
|
|
$
|
926,897
|
|
Year Ended December 31, 2016
|
|
|
|
|
||||||||||||||||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
152,999
|
|
|
$
|
34,558
|
|
|
$
|
82,623
|
|
|
$
|
28,077
|
|
|
$
|
298,257
|
|
Addition attributable to acquisitions
|
|
862,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
862,127
|
|
||||||
Accretion recognized in interest income
|
|
(63,917
|
)
|
|
(33,031
|
)
|
|
(5,468
|
)
|
|
(15,791
|
)
|
|
(13,352
|
)
|
|
(131,559
|
)
|
||||||
Net reclassification (to) from nonaccretable difference
(1)
|
|
—
|
|
|
1,448
|
|
|
(1,908
|
)
|
|
3,015
|
|
|
8,591
|
|
|
11,146
|
|
||||||
Balance at end of period
|
|
$
|
798,210
|
|
|
$
|
121,416
|
|
|
$
|
27,182
|
|
|
$
|
69,847
|
|
|
$
|
23,316
|
|
|
$
|
1,039,971
|
|
(1)
|
The net reclassification results from changes in expected cash flows of the acquired loans which may include increases in the amount of contractual principal and interest expected to be collected due to improvement in credit quality, increases in balances outstanding from advances, renewals, extensions and interest rates; as well as reductions in contractual principal and interest expected to be collected due to credit deterioration, payoffs, and decreases in interest rates.
|
(2)
|
The 2018 net reclassification from accretable to nonaccretable difference in the Talmer portfolio was primarily the result of unexpected prepayments and payoffs.
|
(Dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
3,118,894
|
|
|
$
|
87,222
|
|
|
$
|
77,036
|
|
|
$
|
3,935
|
|
|
$
|
3,287,087
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
1,430,948
|
|
|
32,056
|
|
|
50,286
|
|
|
242
|
|
|
1,513,532
|
|
|||||
Non-owner occupied
|
|
1,901,822
|
|
|
39,416
|
|
|
25,092
|
|
|
—
|
|
|
1,966,330
|
|
|||||
Vacant land
|
|
36,499
|
|
|
—
|
|
|
3,741
|
|
|
55
|
|
|
40,295
|
|
|||||
Total commercial real estate
|
|
3,369,269
|
|
|
71,472
|
|
|
79,119
|
|
|
297
|
|
|
3,520,157
|
|
|||||
Real estate construction and land development
|
|
557,040
|
|
|
6,108
|
|
|
3,578
|
|
|
—
|
|
|
566,726
|
|
|||||
Subtotal
|
|
7,045,203
|
|
|
164,802
|
|
|
159,733
|
|
|
4,232
|
|
|
7,373,970
|
|
|||||
Acquired Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
655,883
|
|
|
36,809
|
|
|
22,773
|
|
|
16
|
|
|
715,481
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner-occupied
|
|
500,072
|
|
|
28,909
|
|
|
17,033
|
|
|
11
|
|
|
546,025
|
|
|||||
Non-owner occupied
|
|
740,900
|
|
|
52,546
|
|
|
25,244
|
|
|
—
|
|
|
818,690
|
|
|||||
Vacant land
|
|
26,978
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
27,215
|
|
|||||
Total commercial real estate
|
|
1,267,950
|
|
|
81,692
|
|
|
42,277
|
|
|
11
|
|
|
1,391,930
|
|
|||||
Real estate construction and land development
|
|
29,248
|
|
|
97
|
|
|
1,141
|
|
|
—
|
|
|
30,486
|
|
|||||
Subtotal
|
|
1,953,081
|
|
|
118,598
|
|
|
66,191
|
|
|
27
|
|
|
2,137,897
|
|
|||||
Total
|
|
$
|
8,998,284
|
|
|
$
|
283,400
|
|
|
$
|
225,924
|
|
|
$
|
4,259
|
|
|
$
|
9,511,867
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
2,316,464
|
|
|
$
|
41,059
|
|
|
$
|
50,083
|
|
|
$
|
—
|
|
|
$
|
2,407,606
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
1,133,609
|
|
|
19,438
|
|
|
32,567
|
|
|
—
|
|
|
1,185,614
|
|
|||||
Non-owner occupied
|
|
1,504,195
|
|
|
4,728
|
|
|
9,864
|
|
|
—
|
|
|
1,518,787
|
|
|||||
Vacant land
|
|
39,775
|
|
|
38
|
|
|
7,211
|
|
|
—
|
|
|
47,024
|
|
|||||
Total commercial real estate
|
|
2,677,579
|
|
|
24,204
|
|
|
49,642
|
|
|
—
|
|
|
2,751,425
|
|
|||||
Real estate construction and land development
|
|
494,528
|
|
|
837
|
|
|
2,790
|
|
|
—
|
|
|
498,155
|
|
|||||
Subtotal
|
|
5,488,571
|
|
|
66,100
|
|
|
102,515
|
|
|
—
|
|
|
5,657,186
|
|
|||||
Acquired Portfolio:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
873,861
|
|
|
68,418
|
|
|
35,539
|
|
|
218
|
|
|
978,036
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner-occupied
|
|
580,127
|
|
|
23,998
|
|
|
23,036
|
|
|
787
|
|
|
627,948
|
|
|||||
Non-owner occupied
|
|
995,709
|
|
|
43,645
|
|
|
48,620
|
|
|
—
|
|
|
1,087,974
|
|
|||||
Vacant land
|
|
27,849
|
|
|
327
|
|
|
5,147
|
|
|
—
|
|
|
33,323
|
|
|||||
Total commercial real estate
|
|
1,603,685
|
|
|
67,970
|
|
|
76,803
|
|
|
787
|
|
|
1,749,245
|
|
|||||
Real estate construction and land development
|
|
72,346
|
|
|
2,218
|
|
|
1,496
|
|
|
—
|
|
|
76,060
|
|
|||||
Subtotal
|
|
2,549,892
|
|
|
138,606
|
|
|
113,838
|
|
|
1,005
|
|
|
2,803,341
|
|
|||||
Total
|
|
$
|
8,038,463
|
|
|
$
|
204,706
|
|
|
$
|
216,353
|
|
|
$
|
1,005
|
|
|
$
|
8,460,527
|
|
(Dollars in thousands)
|
|
Residential mortgage
|
|
Consumer
installment
|
|
Home equity
|
|
Total consumer
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
||||||||
Performing
|
|
$
|
2,399,317
|
|
|
$
|
1,450,076
|
|
|
$
|
608,525
|
|
|
$
|
4,457,918
|
|
Nonperforming
|
|
7,988
|
|
|
1,276
|
|
|
3,604
|
|
|
12,868
|
|
||||
Subtotal
|
|
2,407,305
|
|
|
1,451,352
|
|
|
612,129
|
|
|
4,470,786
|
|
||||
Acquired Loans
|
|
1,051,361
|
|
|
69,722
|
|
|
166,043
|
|
|
1,287,126
|
|
||||
Total
|
|
$
|
3,458,666
|
|
|
$
|
1,521,074
|
|
|
$
|
778,172
|
|
|
$
|
5,757,912
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
||||||||
Performing
|
|
$
|
1,959,222
|
|
|
$
|
1,509,698
|
|
|
$
|
607,541
|
|
|
$
|
4,076,461
|
|
Nonperforming
|
|
8,635
|
|
|
842
|
|
|
4,305
|
|
|
13,782
|
|
||||
Subtotal
|
|
1,967,857
|
|
|
1,510,540
|
|
|
611,846
|
|
|
4,090,243
|
|
||||
Acquired Loans
|
|
1,284,630
|
|
|
102,468
|
|
|
217,399
|
|
|
1,604,497
|
|
||||
Total
|
|
$
|
3,252,487
|
|
|
$
|
1,613,008
|
|
|
$
|
829,245
|
|
|
$
|
5,694,740
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Nonperforming assets
|
|
|
|
|
||||
Nonaccrual loans:
|
|
|
|
|
||||
Commercial
|
|
$
|
30,139
|
|
|
$
|
19,691
|
|
Commercial real estate:
|
|
|
|
|
||||
Owner-occupied
|
|
16,056
|
|
|
19,070
|
|
||
Non-owner occupied
|
|
23,021
|
|
|
5,270
|
|
||
Vacant land
|
|
3,337
|
|
|
5,205
|
|
||
Total commercial real estate
|
|
42,414
|
|
|
29,545
|
|
||
Real estate construction and land development
|
|
12
|
|
|
77
|
|
||
Residential mortgage
|
|
7,988
|
|
|
8,635
|
|
||
Consumer installment
|
|
1,276
|
|
|
842
|
|
||
Home equity
|
|
3,604
|
|
|
4,305
|
|
||
Total nonaccrual loans
|
|
85,433
|
|
|
63,095
|
|
||
Other real estate owned and repossessed assets
|
|
6,256
|
|
|
8,807
|
|
||
Total nonperforming assets
|
|
$
|
91,689
|
|
|
$
|
71,902
|
|
|
|
|
|
|
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||
(Dollars in thousands)
|
|
30-89
days
past due
|
|
90 days or more past due
|
|
Total past due
|
|
Nonaccrual Loans
|
|
Current
|
|
Total loans
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
16,835
|
|
|
$
|
—
|
|
|
$
|
16,835
|
|
|
$
|
30,139
|
|
|
$
|
3,240,113
|
|
|
$
|
3,287,087
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
|
4,657
|
|
|
52
|
|
|
4,709
|
|
|
16,056
|
|
|
1,492,767
|
|
|
1,513,532
|
|
||||||
Non-owner occupied
|
|
1,793
|
|
|
887
|
|
|
2,680
|
|
|
23,021
|
|
|
1,940,629
|
|
|
1,966,330
|
|
||||||
Vacant land
|
|
160
|
|
|
—
|
|
|
160
|
|
|
3,337
|
|
|
36,798
|
|
|
40,295
|
|
||||||
Total commercial real estate
|
|
6,610
|
|
|
939
|
|
|
7,549
|
|
|
42,414
|
|
|
3,470,194
|
|
|
3,520,157
|
|
||||||
Real estate construction and land development
|
|
247
|
|
|
—
|
|
|
247
|
|
|
12
|
|
|
566,467
|
|
|
566,726
|
|
||||||
Residential mortgage
|
|
1,688
|
|
|
—
|
|
|
1,688
|
|
|
7,988
|
|
|
2,397,629
|
|
|
2,407,305
|
|
||||||
Consumer installment
|
|
4,731
|
|
|
—
|
|
|
4,731
|
|
|
1,276
|
|
|
1,445,345
|
|
|
1,451,352
|
|
||||||
Home equity
|
|
3,843
|
|
|
488
|
|
|
4,331
|
|
|
3,604
|
|
|
604,194
|
|
|
612,129
|
|
||||||
Total
|
|
$
|
33,954
|
|
|
$
|
1,427
|
|
|
$
|
35,381
|
|
|
$
|
85,433
|
|
|
$
|
11,723,942
|
|
|
$
|
11,844,756
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Originated Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
16,269
|
|
|
$
|
—
|
|
|
$
|
16,269
|
|
|
$
|
19,691
|
|
|
$
|
2,371,646
|
|
|
$
|
2,407,606
|
|
Commercial real estate:
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner-occupied
|
|
4,078
|
|
|
—
|
|
|
4,078
|
|
|
19,070
|
|
|
1,162,466
|
|
|
1,185,614
|
|
||||||
Non-owner occupied
|
|
1,595
|
|
|
13
|
|
|
1,608
|
|
|
5,270
|
|
|
1,511,909
|
|
|
1,518,787
|
|
||||||
Vacant land
|
|
83
|
|
|
—
|
|
|
83
|
|
|
5,205
|
|
|
41,736
|
|
|
47,024
|
|
||||||
Total commercial real estate
|
|
5,756
|
|
|
13
|
|
|
5,769
|
|
|
29,545
|
|
|
2,716,111
|
|
|
2,751,425
|
|
||||||
Real estate construction and land development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
498,078
|
|
|
498,155
|
|
||||||
Residential mortgage
|
|
2,325
|
|
|
—
|
|
|
2,325
|
|
|
8,635
|
|
|
1,956,897
|
|
|
1,967,857
|
|
||||||
Consumer installment
|
|
3,663
|
|
|
—
|
|
|
3,663
|
|
|
842
|
|
|
1,506,035
|
|
|
1,510,540
|
|
||||||
Home equity
|
|
2,891
|
|
|
1,364
|
|
|
4,255
|
|
|
4,305
|
|
|
603,286
|
|
|
611,846
|
|
||||||
Total
|
|
$
|
30,904
|
|
|
$
|
1,377
|
|
|
$
|
32,281
|
|
|
$
|
63,095
|
|
|
$
|
9,652,053
|
|
|
$
|
9,747,429
|
|
(Dollars in thousands)
|
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
valuation
allowance
|
||||||
December 31, 2018
|
|
|
|
|
|
|
||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
20,957
|
|
|
$
|
23,781
|
|
|
$
|
3,546
|
|
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
14,702
|
|
|
16,519
|
|
|
1,359
|
|
|||
Non-owner occupied
|
|
16,833
|
|
|
17,452
|
|
|
462
|
|
|||
Vacant land
|
|
1,008
|
|
|
1,208
|
|
|
96
|
|
|||
Total commercial real estate
|
|
32,543
|
|
|
35,179
|
|
|
1,917
|
|
|||
Real estate construction and land development
|
|
126
|
|
|
126
|
|
|
11
|
|
|||
Residential mortgage
|
|
10,867
|
|
|
10,867
|
|
|
816
|
|
|||
Consumer installment
|
|
1,126
|
|
|
1,126
|
|
|
186
|
|
|||
Home equity
|
|
4,432
|
|
|
4,432
|
|
|
328
|
|
|||
Subtotal
|
|
70,051
|
|
|
75,511
|
|
|
6,804
|
|
|||
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
25,093
|
|
|
25,934
|
|
|
—
|
|
|||
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
10,971
|
|
|
11,601
|
|
|
—
|
|
|||
Non-owner occupied
|
|
12,412
|
|
|
13,411
|
|
|
—
|
|
|||
Vacant land
|
|
2,825
|
|
|
3,911
|
|
|
—
|
|
|||
Total commercial real estate
|
|
26,208
|
|
|
28,923
|
|
|
—
|
|
|||
Real estate construction and land development
|
|
111
|
|
|
111
|
|
|
—
|
|
|||
Residential mortgage
|
|
7,537
|
|
|
7,537
|
|
|
—
|
|
|||
Consumer installment
|
|
377
|
|
|
377
|
|
|
—
|
|
|||
Home equity
|
|
1,496
|
|
|
1,496
|
|
|
—
|
|
|||
Subtotal
|
|
60,822
|
|
|
64,378
|
|
|
—
|
|
|||
Total impaired loans:
|
|
|
|
|
|
|
||||||
Commercial
|
|
46,050
|
|
|
49,715
|
|
|
3,546
|
|
|||
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
25,673
|
|
|
28,120
|
|
|
1,359
|
|
|||
Non-owner occupied
|
|
29,245
|
|
|
30,863
|
|
|
462
|
|
|||
Vacant land
|
|
3,833
|
|
|
5,119
|
|
|
96
|
|
|||
Total commercial real estate
|
|
58,751
|
|
|
64,102
|
|
|
1,917
|
|
|||
Real estate construction and land development
|
|
237
|
|
|
237
|
|
|
11
|
|
|||
Residential mortgage
|
|
18,404
|
|
|
18,404
|
|
|
816
|
|
|||
Consumer installment
|
|
1,503
|
|
|
1,503
|
|
|
186
|
|
|||
Home equity
|
|
5,928
|
|
|
5,928
|
|
|
328
|
|
|||
Total
|
|
$
|
130,873
|
|
|
$
|
139,889
|
|
|
$
|
6,804
|
|
(Dollars in thousands)
|
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
valuation
allowance
|
||||||
December 31, 2017
|
|
|
||||||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
28,897
|
|
|
$
|
31,655
|
|
|
$
|
2,296
|
|
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
17,774
|
|
|
21,588
|
|
|
2,317
|
|
|||
Non-owner occupied
|
|
5,307
|
|
|
7,870
|
|
|
316
|
|
|||
Vacant land
|
|
4,922
|
|
|
5,122
|
|
|
594
|
|
|||
Total commercial real estate
|
|
28,003
|
|
|
34,580
|
|
|
3,227
|
|
|||
Real estate construction and land development
|
|
313
|
|
|
313
|
|
|
14
|
|
|||
Residential mortgage
|
|
15,872
|
|
|
15,872
|
|
|
1,487
|
|
|||
Consumer installment
|
|
966
|
|
|
966
|
|
|
120
|
|
|||
Home equity
|
|
4,570
|
|
|
4,570
|
|
|
858
|
|
|||
Subtotal
|
|
78,621
|
|
|
87,956
|
|
|
8,002
|
|
|||
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
||||||
Commercial
|
|
8,504
|
|
|
9,291
|
|
|
—
|
|
|||
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
11,351
|
|
|
12,631
|
|
|
—
|
|
|||
Non-owner occupied
|
|
5,977
|
|
|
6,438
|
|
|
—
|
|
|||
Vacant land
|
|
752
|
|
|
792
|
|
|
—
|
|
|||
Total commercial real estate
|
|
18,080
|
|
|
19,861
|
|
|
—
|
|
|||
Residential mortgage
|
|
4,902
|
|
|
4,902
|
|
|
—
|
|
|||
Home equity
|
|
1,770
|
|
|
1,770
|
|
|
—
|
|
|||
Subtotal
|
|
33,256
|
|
|
35,824
|
|
|
—
|
|
|||
Total impaired loans:
|
|
|
|
|
|
|
||||||
Commercial
|
|
37,401
|
|
|
40,946
|
|
|
2,296
|
|
|||
Commercial real estate:
|
|
|
|
|
|
|
||||||
Owner-occupied
|
|
29,125
|
|
|
34,219
|
|
|
2,317
|
|
|||
Non-owner occupied
|
|
11,284
|
|
|
14,308
|
|
|
316
|
|
|||
Vacant land
|
|
5,674
|
|
|
5,914
|
|
|
594
|
|
|||
Total commercial real estate
|
|
46,083
|
|
|
54,441
|
|
|
3,227
|
|
|||
Real estate construction and land development
|
|
313
|
|
|
313
|
|
|
14
|
|
|||
Residential mortgage
|
|
20,774
|
|
|
20,774
|
|
|
1,487
|
|
|||
Consumer installment
|
|
966
|
|
|
966
|
|
|
120
|
|
|||
Home equity
|
|
6,340
|
|
|
6,340
|
|
|
858
|
|
|||
Total
|
|
$
|
111,877
|
|
|
$
|
123,780
|
|
|
$
|
8,002
|
|
|
|
For the years ended December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
(Dollars in thousands)
|
|
Average annual recorded investment
|
|
Interest income recognized while on impaired status
|
|
Average annual recorded investment
|
|
Interest income recognized while on impaired status
|
|
Average annual recorded investment
|
|
Interest income recognized while on impaired status
|
||||||||||||
Impaired loans with a valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
|
$
|
17,683
|
|
|
$
|
457
|
|
|
$
|
25,099
|
|
|
$
|
939
|
|
|
$
|
7,829
|
|
|
$
|
—
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner-occupied
|
|
13,103
|
|
|
352
|
|
|
14,143
|
|
|
531
|
|
|
3,694
|
|
|
583
|
|
||||||
Non-owner occupied
|
|
6,440
|
|
|
48
|
|
|
3,274
|
|
|
89
|
|
|
1,711
|
|
|
139
|
|
||||||
Vacant land
|
|
1,881
|
|
|
47
|
|
|
2,566
|
|
|
57
|
|
|
253
|
|
|
113
|
|
||||||
Total commercial real estate
|
|
21,424
|
|
|
447
|
|
|
19,983
|
|
|
677
|
|
|
5,658
|
|
|
835
|
|
||||||
Real estate construction and land development
|
|
4,619
|
|
|
8
|
|
|
175
|
|
|
10
|
|
|
19
|
|
|
—
|
|
||||||
Residential mortgage
|
|
12,179
|
|
|
457
|
|
|
16,390
|
|
|
538
|
|
|
23,958
|
|
|
1,285
|
|
||||||
Consumer installment
|
|
989
|
|
|
8
|
|
|
744
|
|
|
4
|
|
|
359
|
|
|
—
|
|
||||||
Home equity
|
|
3,262
|
|
|
80
|
|
|
4,201
|
|
|
82
|
|
|
1,759
|
|
|
—
|
|
||||||
Subtotal
|
|
60,156
|
|
|
1,457
|
|
|
66,592
|
|
|
2,250
|
|
|
39,582
|
|
|
2,120
|
|
||||||
Impaired loans with no related valuation allowance:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
|
21,954
|
|
|
577
|
|
|
10,196
|
|
|
28
|
|
|
29,559
|
|
|
1,343
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner-occupied
|
|
13,807
|
|
|
296
|
|
|
11,999
|
|
|
—
|
|
|
20,306
|
|
|
17
|
|
||||||
Non-owner occupied
|
|
10,681
|
|
|
263
|
|
|
9,143
|
|
|
241
|
|
|
14,306
|
|
|
339
|
|
||||||
Vacant land
|
|
2,730
|
|
|
—
|
|
|
3,516
|
|
|
4
|
|
|
7,034
|
|
|
45
|
|
||||||
Total commercial real estate
|
|
27,218
|
|
|
559
|
|
|
24,658
|
|
|
245
|
|
|
41,646
|
|
|
401
|
|
||||||
Real estate construction and land development
|
|
1,520
|
|
|
7
|
|
|
78
|
|
|
—
|
|
|
585
|
|
|
22
|
|
||||||
Residential mortgage
|
|
7,594
|
|
|
110
|
|
|
4,622
|
|
|
38
|
|
|
1,519
|
|
|
—
|
|
||||||
Consumer installment
|
|
304
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Home equity
|
|
2,217
|
|
|
25
|
|
|
1,392
|
|
|
14
|
|
|
555
|
|
|
—
|
|
||||||
Subtotal
|
|
60,807
|
|
|
1,278
|
|
|
41,151
|
|
|
325
|
|
|
73,864
|
|
|
1,766
|
|
||||||
Total impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
39,637
|
|
|
1,034
|
|
|
35,295
|
|
|
967
|
|
|
37,388
|
|
|
1,343
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner-occupied
|
|
26,910
|
|
|
648
|
|
|
26,142
|
|
|
531
|
|
|
24,000
|
|
|
600
|
|
||||||
Non-owner occupied
|
|
17,121
|
|
|
311
|
|
|
12,417
|
|
|
330
|
|
|
16,017
|
|
|
478
|
|
||||||
Vacant land
|
|
4,611
|
|
|
47
|
|
|
6,082
|
|
|
61
|
|
|
7,287
|
|
|
158
|
|
||||||
Total commercial real estate
|
|
48,642
|
|
|
1,006
|
|
|
44,641
|
|
|
922
|
|
|
47,304
|
|
|
1,236
|
|
||||||
Real estate construction and land development
|
|
6,139
|
|
|
15
|
|
|
253
|
|
|
10
|
|
|
604
|
|
|
22
|
|
||||||
Residential mortgage
|
|
19,773
|
|
|
567
|
|
|
21,012
|
|
|
576
|
|
|
25,477
|
|
|
1,285
|
|
||||||
Consumer installment
|
|
1,293
|
|
|
8
|
|
|
949
|
|
|
4
|
|
|
359
|
|
|
—
|
|
||||||
Home equity
|
|
5,479
|
|
|
105
|
|
|
5,593
|
|
|
96
|
|
|
2,314
|
|
|
—
|
|
||||||
Total
|
|
$
|
120,963
|
|
|
$
|
2,735
|
|
|
$
|
107,743
|
|
|
$
|
2,575
|
|
|
$
|
113,446
|
|
|
$
|
3,886
|
|
|
Concession type
|
|
|
|
|
|||||||||||||||||||||
(Dollars in thousands)
|
Principal
deferral |
|
Principal
reduction |
|
Interest
rate |
|
Forbearance
agreement |
|
Total
number of loans |
|
Pre-
modification
recorded
investment
|
|
Post-
modification
recorded
investment
|
|||||||||||||
For the year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
4,967
|
|
|
$
|
—
|
|
|
$
|
4,129
|
|
|
$
|
1,438
|
|
|
67
|
|
|
$
|
10,566
|
|
|
$
|
10,534
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Owner-occupied
|
981
|
|
|
—
|
|
|
2,945
|
|
|
953
|
|
|
19
|
|
|
5,018
|
|
|
4,879
|
|
||||||
Non-owner occupied
|
68
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
143
|
|
|
134
|
|
||||||
Total commercial real estate
|
1,049
|
|
|
66
|
|
|
2,945
|
|
|
953
|
|
|
21
|
|
|
5,161
|
|
|
5,013
|
|
||||||
Subtotal
|
6,016
|
|
|
66
|
|
|
7,074
|
|
|
2,391
|
|
|
88
|
|
|
15,727
|
|
|
15,547
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage
|
269
|
|
|
151
|
|
|
147
|
|
|
—
|
|
|
9
|
|
|
577
|
|
|
567
|
|
||||||
Consumer installment
|
192
|
|
|
168
|
|
|
113
|
|
|
—
|
|
|
47
|
|
|
492
|
|
|
473
|
|
||||||
Home equity
|
469
|
|
|
73
|
|
|
453
|
|
|
—
|
|
|
25
|
|
|
1,076
|
|
|
995
|
|
||||||
Subtotal
|
930
|
|
|
392
|
|
|
713
|
|
|
—
|
|
|
81
|
|
|
2,145
|
|
|
2,035
|
|
||||||
Total loans
|
$
|
6,946
|
|
|
$
|
458
|
|
|
$
|
7,787
|
|
|
$
|
2,391
|
|
|
169
|
|
|
$
|
17,872
|
|
|
$
|
17,582
|
|
|
Concession type
|
|
|
|
|
|||||||||||||||||||||
(Dollars in thousands)
|
Principal
deferral |
|
Principal
reduction |
|
Interest
rate |
|
Forbearance
agreement |
|
Total
number of loans |
|
Pre-
modification
recorded
investment
|
|
Post-
modification
recorded
investment
|
|||||||||||||
For the year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
2,308
|
|
|
$
|
—
|
|
|
$
|
1,827
|
|
|
$
|
2,176
|
|
|
36
|
|
|
$
|
6,416
|
|
|
$
|
6,311
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Owner-occupied
|
512
|
|
|
—
|
|
|
311
|
|
|
582
|
|
|
13
|
|
|
1,468
|
|
|
1,405
|
|
||||||
Non-owner occupied
|
194
|
|
|
—
|
|
|
27
|
|
|
371
|
|
|
3
|
|
|
629
|
|
|
592
|
|
||||||
Total commercial real estate
|
706
|
|
|
—
|
|
|
338
|
|
|
953
|
|
|
16
|
|
|
2,097
|
|
|
1,997
|
|
||||||
Real estate construction and land development
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
36
|
|
|
35
|
|
||||||
Subtotal
|
3,049
|
|
|
—
|
|
|
2,165
|
|
|
3,129
|
|
|
53
|
|
|
8,549
|
|
|
8,343
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage
|
297
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
11
|
|
|
763
|
|
|
680
|
|
||||||
Consumer installment
|
118
|
|
|
37
|
|
|
37
|
|
|
—
|
|
|
34
|
|
|
208
|
|
|
192
|
|
||||||
Home equity
|
389
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
14
|
|
|
537
|
|
|
441
|
|
||||||
Subtotal
|
804
|
|
|
37
|
|
|
472
|
|
|
—
|
|
|
59
|
|
|
1,508
|
|
|
1,313
|
|
||||||
Total loans
|
$
|
3,853
|
|
|
$
|
37
|
|
|
$
|
2,637
|
|
|
$
|
3,129
|
|
|
112
|
|
|
$
|
10,057
|
|
|
$
|
9,656
|
|
(1)
|
Loan restructurings whereby the original loan is restructured into two notes: an "A" note, which generally reflects the portion of the modified loans which is expected to be collected: and a "B" note, which is fully charged off.
|
(Dollars in thousands)
|
|
Accruing
TDRs
|
|
Nonaccrual TDRs
|
|
Total
|
||||||
December 31, 2018
|
|
|
|
|
|
|
||||||
Commercial loan portfolio
|
|
$
|
32,508
|
|
|
$
|
24,343
|
|
|
$
|
56,851
|
|
Consumer loan portfolio
|
|
13,072
|
|
|
3,732
|
|
|
16,804
|
|
|||
Total
|
|
$
|
45,580
|
|
|
$
|
28,075
|
|
|
$
|
73,655
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Commercial loan portfolio
|
|
$
|
34,484
|
|
|
$
|
24,358
|
|
|
$
|
58,842
|
|
Consumer loan portfolio
|
|
14,298
|
|
|
4,748
|
|
|
19,046
|
|
|||
Total
|
|
$
|
48,782
|
|
|
$
|
29,106
|
|
|
$
|
77,888
|
|
|
|
For the years ended December 31,
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
Number of loans
|
|
Principal balance at year end
|
|
Number of loans
|
|
Principal balance at year end
|
|
Number of loans
|
|
Principal balance at year end
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||||||||||
Commercial loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
6
|
|
$
|
700
|
|
|
5
|
|
$
|
1,617
|
|
|
—
|
|
$
|
—
|
|
Commercial real estate
|
|
3
|
|
508
|
|
|
—
|
|
—
|
|
|
2
|
|
1,721
|
|
|||
Commercial loan portfolio
|
|
9
|
|
$
|
1,208
|
|
|
5
|
|
$
|
1,617
|
|
|
2
|
|
$
|
1,721
|
|
Consumer loan portfolio (residential mortgage)
|
|
18
|
|
413
|
|
|
17
|
|
434
|
|
|
14
|
|
259
|
|
|||
Total
|
|
27
|
|
$
|
1,621
|
|
|
22
|
|
$
|
2,051
|
|
|
16
|
|
$
|
1,980
|
|
(Dollars in thousands)
|
|
Commercial
loan
portfolio
|
|
Consumer
loan
portfolio
|
|
Total
|
||||||
Originated Loan Portfolio
|
|
|
|
|
|
|
||||||
Changes in allowance for loan losses for the year ended December 31, 2018:
|
|
|
||||||||||
Beginning balance
|
|
$
|
66,133
|
|
|
$
|
25,754
|
|
|
$
|
91,887
|
|
Provision for loan losses
|
|
22,656
|
|
|
7,674
|
|
|
30,330
|
|
|||
Charge-offs
|
|
(9,563
|
)
|
|
(8,901
|
)
|
|
(18,464
|
)
|
|||
Recoveries
|
|
3,533
|
|
|
2,278
|
|
|
5,811
|
|
|||
Ending balance
|
|
$
|
82,759
|
|
|
$
|
26,805
|
|
|
$
|
109,564
|
|
Changes in allowance for loan losses for the year ended December 31, 2017:
|
|
|
||||||||||
Beginning balance
|
|
$
|
51,201
|
|
|
$
|
27,067
|
|
|
$
|
78,268
|
|
Provision for loan losses
|
|
19,007
|
|
|
4,293
|
|
|
23,300
|
|
|||
Charge-offs
|
|
(8,570
|
)
|
|
(8,297
|
)
|
|
(16,867
|
)
|
|||
Recoveries
|
|
4,495
|
|
|
2,691
|
|
|
7,186
|
|
|||
Ending balance
|
|
$
|
66,133
|
|
|
$
|
25,754
|
|
|
$
|
91,887
|
|
Changes in allowance for loan losses for the year ended December 31, 2016:
|
|
|
||||||||||
Beginning balance
|
|
$
|
47,234
|
|
|
$
|
26,094
|
|
|
$
|
73,328
|
|
Provision for loan losses
|
|
9,788
|
|
|
5,087
|
|
|
14,875
|
|
|||
Charge-offs
|
|
(8,906
|
)
|
|
(6,396
|
)
|
|
(15,302
|
)
|
|||
Recoveries
|
|
3,085
|
|
|
2,282
|
|
|
5,367
|
|
|||
Ending balance
|
|
$
|
51,201
|
|
|
$
|
27,067
|
|
|
$
|
78,268
|
|
(Dollars in thousands)
|
|
Commercial
loan
portfolio
|
|
Consumer
loan
portfolio
|
|
Total
|
||||||
Acquired Loan Portfolio
|
|
|
|
|
|
|
||||||
Changes in allowance for loan losses for the year ended December 31, 2018:
|
|
|
||||||||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision for loan losses
|
|
420
|
|
|
—
|
|
|
420
|
|
|||
Charge-offs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
420
|
|
|
$
|
—
|
|
|
$
|
420
|
|
(Dollars in thousands)
|
|
Commercial
Loan Portfolio |
|
Consumer
Loan Portfolio |
|
Total
|
||||||
Allowance for loan losses balance at December 31, 2018 attributable to:
|
||||||||||||
Loans individually evaluated for impairment
|
|
$
|
5,474
|
|
|
$
|
1,330
|
|
|
$
|
6,804
|
|
Loans collectively evaluated for impairment
|
|
77,285
|
|
|
25,475
|
|
|
102,760
|
|
|||
Loans accounted for under ASC 310-30
|
|
420
|
|
|
—
|
|
|
420
|
|
|||
Total
|
|
$
|
83,179
|
|
|
$
|
26,805
|
|
|
$
|
109,984
|
|
Recorded investment (loan balance) at December 31, 2018:
|
||||||||||||
Loans individually evaluated for impairment
|
|
$
|
105,038
|
|
|
$
|
25,835
|
|
|
$
|
130,873
|
|
Loans collectively evaluated for impairment
|
|
7,268,932
|
|
|
4,444,951
|
|
|
11,713,883
|
|
|||
Loans accounted for under ASC 310-30
|
|
2,137,897
|
|
|
1,287,126
|
|
|
3,425,023
|
|
|||
Total
|
|
$
|
9,511,867
|
|
|
$
|
5,757,912
|
|
|
$
|
15,269,779
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Land and land improvements
|
|
$
|
31,357
|
|
|
$
|
31,427
|
|
Buildings
|
|
133,720
|
|
|
130,028
|
|
||
Furniture and equipment
|
|
107,660
|
|
|
100,932
|
|
||
Total
|
|
272,737
|
|
|
262,387
|
|
||
Less accumulated depreciation
|
|
(149,295
|
)
|
|
(135,491
|
)
|
||
Premises and equipment, net
|
|
$
|
123,442
|
|
|
$
|
126,896
|
|
(Dollars in thousands)
|
|
Other real estate
owned |
|
Repossessed
assets |
||||
Balance at January 1, 2016
|
|
$
|
9,716
|
|
|
$
|
219
|
|
Additions due to acquisitions
|
|
13,227
|
|
|
313
|
|
||
Other additions
(1)
|
|
9,938
|
|
|
3,032
|
|
||
Net payments received
|
|
(1,560
|
)
|
|
(763
|
)
|
||
Disposals
|
|
(13,873
|
)
|
|
(2,426
|
)
|
||
Write-downs
|
|
(636
|
)
|
|
—
|
|
||
Balance at December 31, 2016
|
|
$
|
16,812
|
|
|
$
|
375
|
|
Other additions
(1)
|
|
6,905
|
|
|
4,641
|
|
||
Net payments received
|
|
(1,064
|
)
|
|
—
|
|
||
Disposals
|
|
(12,831
|
)
|
|
(4,391
|
)
|
||
Write-downs
|
|
(1,640
|
)
|
|
—
|
|
||
Balance at December 31, 2017
|
|
$
|
8,182
|
|
|
$
|
625
|
|
Transfers based on adoption of ASU 2014-09
(2)
|
|
(189
|
)
|
|
—
|
|
||
Other additions
(1)
|
|
7,179
|
|
|
4,307
|
|
||
Net payments received
|
|
(249
|
)
|
|
—
|
|
||
Disposals
|
|
(7,825
|
)
|
|
(4,508
|
)
|
||
Write-downs
|
|
(1,266
|
)
|
|
—
|
|
||
Balance at December 31, 2018
|
|
$
|
5,832
|
|
|
$
|
424
|
|
(1)
|
Includes loans transferred to other real estate owned and other repossessed assets.
|
(2)
|
In accordance with the updates to Topic 606 adopted by the Corporation effective January 1, 2018,
$1.1 million
of other real estate owned sold with seller financing were reclassified on the Consolidated Statements of Financial Position to loans and the related
$0.9 million
of deferred gains were recognized in income as an adjustment to opening retained earnings. Refer to
Note 1
, Summary of Significant Accounting Policies for further information.
|
(Dollars in thousands)
|
|
Other real estate
owned
|
|
Repossessed
assets
|
||||
For the year ended December 31, 2018
|
|
|
|
|
|
|
||
Net gain (loss) on sale
|
|
$
|
1,372
|
|
|
$
|
(309
|
)
|
Write-downs
|
|
(1,266
|
)
|
|
—
|
|
||
Net operating expenses
|
|
(858
|
)
|
|
(5
|
)
|
||
Total
|
|
$
|
(752
|
)
|
|
$
|
(314
|
)
|
For the year ended December 31, 2017
|
|
|
|
|
||||
Net gain (loss) on sale
|
|
$
|
3,038
|
|
|
$
|
(381
|
)
|
Write-downs
|
|
(1,640
|
)
|
|
—
|
|
||
Net operating expenses
|
|
(1,981
|
)
|
|
(41
|
)
|
||
Total
|
|
$
|
(583
|
)
|
|
$
|
(422
|
)
|
For the year ended December 31, 2016
|
|
|
|
|
||||
Net gain on sale
|
|
$
|
5,325
|
|
|
$
|
523
|
|
Write-downs
|
|
(636
|
)
|
|
—
|
|
||
Net operating expenses
|
|
(740
|
)
|
|
(60
|
)
|
||
Total
|
|
$
|
3,949
|
|
|
$
|
463
|
|
(Dollars in thousands)
|
|
Commercial
Real Estate
|
|
Mortgage
|
|
Total
|
||||||
For the year ended December 31, 2018
|
|
|
|
|
|
|
||||||
Fair value, beginning of period
|
|
$
|
427
|
|
|
$
|
63,414
|
|
|
$
|
63,841
|
|
Additions from loans sold with servicing retained
|
|
139
|
|
|
8,087
|
|
|
8,226
|
|
|||
Changes in fair value due to:
|
|
|
|
|
|
|
|
|||||
Reductions from pay-offs, pay downs and run-off
|
|
(115
|
)
|
|
(2,766
|
)
|
|
(2,881
|
)
|
|||
Changes in estimates of fair value
(1)
|
|
—
|
|
|
1,827
|
|
|
1,827
|
|
|||
Fair value, end of period
|
|
$
|
451
|
|
|
$
|
70,562
|
|
|
$
|
71,013
|
|
Principal balance of loans serviced
|
|
$
|
41,127
|
|
|
$
|
6,826,952
|
|
|
$
|
6,868,079
|
|
For the year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|||
Fair value, beginning of period
|
|
$
|
344
|
|
|
$
|
47,741
|
|
|
$
|
48,085
|
|
Transfers in based on new accounting policy election
(2)
|
|
—
|
|
|
15,891
|
|
|
15,891
|
|
|||
Additions from loans sold with servicing retained
|
|
188
|
|
|
8,557
|
|
|
8,745
|
|
|||
Changes in fair value due to:
|
|
|
|
|
|
|
|
|||||
Reductions from pay-offs, pay downs and run-off
|
|
(105
|
)
|
|
(2,400
|
)
|
|
(2,505
|
)
|
|||
Changes in estimates of fair value
(1)
|
|
—
|
|
|
(6,375
|
)
|
|
(6,375
|
)
|
|||
Fair value, end of period
|
|
$
|
427
|
|
|
$
|
63,414
|
|
|
$
|
63,841
|
|
Principal balance of loans serviced
|
|
$
|
40,316
|
|
|
$
|
7,068,431
|
|
|
$
|
7,108,747
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
|
||||||
Fair value, beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquired in Talmer Bancorp, Inc. merger
|
|
365
|
|
|
42,097
|
|
|
42,462
|
|
|||
Additions from loans sold with servicing retained
|
|
—
|
|
|
1,030
|
|
|
1,030
|
|
|||
Changes in fair value due to:
|
|
|
|
|
|
|
||||||
Reductions from pay-offs, pay downs and run-off
|
|
(17
|
)
|
|
(502
|
)
|
|
(519
|
)
|
|||
Changes in estimates of fair value
(1)
|
|
(4
|
)
|
|
5,116
|
|
|
5,112
|
|
|||
Fair value, end of period
|
|
$
|
344
|
|
|
$
|
47,741
|
|
|
$
|
48,085
|
|
Principal balance of loans serviced under the fair value measurement method
|
|
$
|
64,756
|
|
|
$
|
5,235,415
|
|
|
$
|
5,300,171
|
|
(1)
|
Represents estimated LSR value change resulting primarily from market-driven changes in interest rates and prepayments. Included in "Net gain on sale of loans and other mortgage banking revenue" in the Consolidated Statements of Income.
|
(2)
|
The Corporation elected as of January 1, 2017 to account for all loan servicing rights previously accounted for at the lower of cost or fair value under the fair value measurement method. For further information on this election, refer to
Note 1
, Summary of Significant Accounting Policies.
|
|
|
Year Ended December 31,
|
||
(Dollars in thousands)
|
|
2016
|
||
Net carrying value of LSRs
|
|
$
|
10,230
|
|
Fair value of LSRs
|
|
$
|
15,891
|
|
Valuation allowance
|
|
$
|
8
|
|
Loans serviced for others that have servicing rights capitalized
|
|
$
|
2,074,057
|
|
|
|
Year Ended December 31,
|
||
(Dollars in thousands)
|
|
2016
|
||
Balance at beginning of period
|
|
$
|
11,122
|
|
Additions
|
|
3,303
|
|
|
Amortization
|
|
(4,187
|
)
|
|
Change in valuation allowance
|
|
(8
|
)
|
|
Balance at end of period
|
|
$
|
10,230
|
|
|
|
Mortgage
|
||
As of December 31, 2018
|
|
|
|
|
Prepayment speed
|
|
0.00 - 26.4%
|
|
|
Weighted average ("WA") discount rate
|
|
10.1
|
%
|
|
WA Cost to service/per year
|
|
$
|
66
|
|
WA Ancillary income/per year
|
|
$
|
31
|
|
WA float range
|
|
2.5
|
%
|
|
As of December 31, 2017
|
|
|
|
|
Prepayment speed
|
|
0.00 - 38.8%
|
|
|
WA discount rate
|
|
10.1
|
%
|
|
WA Cost to service/per year
|
|
$
|
66
|
|
Ancillary income/per year
|
|
$
|
31
|
|
WA float range
|
|
1.6
|
%
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Core deposit intangible assets
|
|
$
|
28,556
|
|
|
$
|
34,259
|
|
Non-compete intangible assets
|
|
—
|
|
|
12
|
|
||
Total other intangible assets
|
|
$
|
28,556
|
|
|
$
|
34,271
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Gross original amount
|
|
$
|
56,456
|
|
|
$
|
59,143
|
|
Accumulated amortization
|
|
27,900
|
|
|
24,884
|
|
||
Net carrying amount
|
|
$
|
28,556
|
|
|
$
|
34,259
|
|
(Dollars in thousands)
|
Estimated
amortization
expense
|
||
2019
|
$
|
5,441
|
|
2020
|
4,851
|
|
|
2021
|
4,471
|
|
|
2022
|
4,218
|
|
|
2023
|
3,591
|
|
|
December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
|
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)
|
||||||||||||
Risk management purposes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
820,000
|
|
|
$
|
10,148
|
|
|
$
|
3,278
|
|
|
$
|
620,000
|
|
|
$
|
5,899
|
|
|
$
|
—
|
|
Total risk management purposes
|
820,000
|
|
|
10,148
|
|
|
3,278
|
|
|
620,000
|
|
|
5,899
|
|
|
—
|
|
||||||
Customer-initiated and mortgage banking derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer-initiated derivatives
|
2,477,640
|
|
|
26,680
|
|
|
27,664
|
|
|
1,365,119
|
|
|
9,376
|
|
|
10,139
|
|
||||||
Foreign exchange forwards
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forward contracts related to mortgage loans to be delivered for sale
|
127,159
|
|
|
—
|
|
|
719
|
|
|
115,996
|
|
|
—
|
|
|
34
|
|
||||||
Interest rate lock commitments
|
54,848
|
|
|
1,049
|
|
|
—
|
|
|
71,003
|
|
|
1,222
|
|
|
—
|
|
||||||
Power Equity CD
|
36,771
|
|
|
718
|
|
|
718
|
|
|
38,807
|
|
|
2,184
|
|
|
2,184
|
|
||||||
Total customer-initiated and mortgage banking derivatives
|
2,696,418
|
|
|
28,447
|
|
|
29,101
|
|
|
1,590,925
|
|
|
12,782
|
|
|
12,357
|
|
||||||
Total gross derivatives
|
$
|
3,516,418
|
|
|
$
|
38,595
|
|
|
$
|
32,379
|
|
|
$
|
2,210,925
|
|
|
$
|
18,681
|
|
|
$
|
12,357
|
|
(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 "Interest receivable and other assets" and derivative liabilities are included within "Interest Payable and 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
$0.9 million
at
December 31, 2018
and
$0.8 million
at
December 31, 2017
.
|
(3)
|
The foreign exchange forwards that were entered into during the years ended December 31, 2018 and 2017 matured prior to each respective year end.
|
|
|
|
|
For the years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
Location of Gain (Loss)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Forward contracts related to mortgage loans to be delivered for sale
|
|
Net gain on sale of loans and other mortgage banking revenue
|
|
$
|
(685
|
)
|
|
$
|
(669
|
)
|
|
$
|
692
|
|
Interest rate lock commitments
|
|
Net gain on sale of loans and other mortgage banking revenue
|
|
(173
|
)
|
|
266
|
|
|
(1,356
|
)
|
|||
Power Equity CD
|
|
Other noninterest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forwards
|
|
Other noninterest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Customer-initiated derivatives
|
|
Other noninterest income
|
|
(221
|
)
|
|
(1,028
|
)
|
|
581
|
|
|||
Total gain (loss) recognized in income
|
|
|
|
$
|
(1,079
|
)
|
|
$
|
(1,431
|
)
|
|
$
|
(83
|
)
|
(Dollars in thousands)
|
|
Amount of gain recognized in other comprehensive income
|
|
Amount of gain (loss) reclassified from other comprehensive income to interest income or expense
|
||||
Year Ended December 31, 2018
|
|
|
|
|
||||
Interest rate swaps designated as cash flow hedges
|
|
$
|
2,841
|
|
|
$
|
1,871
|
|
Year Ended December 31, 2017
|
|
|
|
|
||||
Interest rate swaps designated as cash flow hedges
|
|
$
|
4,263
|
|
|
$
|
(1,633
|
)
|
(1)
|
Amount does not include participated interest rate swaps, forward contracts, interest rate lock commitments and power equity CDs as these instruments are not subject to master netting or similar arrangements.
|
|
For the years ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reserve balance at beginning of period
|
$
|
5,349
|
|
|
$
|
6,459
|
|
|
$
|
4,048
|
|
Addition of fair value of representations and warranties due to mergers and acquisitions
|
—
|
|
|
—
|
|
|
3,100
|
|
|||
Reserve reduction
|
(1,217
|
)
|
|
(1,095
|
)
|
|
(580
|
)
|
|||
Charge-offs
|
(48
|
)
|
|
(15
|
)
|
|
(109
|
)
|
|||
Ending reserve balance
|
$
|
4,084
|
|
|
$
|
5,349
|
|
|
$
|
6,459
|
|
Reserve balance:
|
|
|
|
|
|
||||||
Liability for specific claims
|
$
|
398
|
|
|
$
|
531
|
|
|
$
|
730
|
|
General allowance
|
3,686
|
|
|
4,818
|
|
|
5,729
|
|
|||
Total reserve balance
|
$
|
4,084
|
|
|
$
|
5,349
|
|
|
$
|
6,459
|
|
(Dollars in thousands)
|
Future Minimum Lease Payments
(1)
|
|
Other Noncancelable Contracts
|
|
Total
|
||||||
Years ending December 31,
|
|
|
|
|
|
|
|||||
2019
|
$
|
7,251
|
|
|
$
|
46,225
|
|
|
$
|
53,476
|
|
2020
|
6,239
|
|
|
37,566
|
|
|
43,805
|
|
|||
2021
|
5,135
|
|
|
31,330
|
|
|
36,465
|
|
|||
2022
|
4,775
|
|
|
30,124
|
|
|
34,899
|
|
|||
2023
|
4,375
|
|
|
27,849
|
|
|
32,224
|
|
|||
Thereafter
|
12,107
|
|
|
46,771
|
|
|
58,878
|
|
|||
Total
|
$
|
39,882
|
|
|
$
|
219,865
|
|
|
$
|
259,747
|
|
(1)
|
Future minimum lease payments are reduced by
$632 thousand
related to sublease income to be received within the next five years.
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Noninterest-bearing demand
|
|
$
|
3,809,252
|
|
|
$
|
3,725,779
|
|
Savings and money market accounts
|
|
4,092,082
|
|
|
3,655,671
|
|
||
Interest-bearing demand
|
|
3,316,278
|
|
|
2,724,415
|
|
||
Brokered deposits
|
|
985,522
|
|
|
453,227
|
|
||
Other time deposits
|
|
3,390,148
|
|
|
3,083,711
|
|
||
Total deposits
|
|
$
|
15,593,282
|
|
|
$
|
13,642,803
|
|
(Dollars in thousands)
|
|
||
2019
|
$
|
2,776,097
|
|
2020
|
1,032,314
|
|
|
2021
|
148,995
|
|
|
2022
|
82,076
|
|
|
2023
|
33,900
|
|
|
Thereafter
|
866
|
|
|
Total
|
$
|
4,074,248
|
|
|
|
December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Weighted Average Rate
(1)
|
|
Amount
|
|
Weighted Average Rate
(1)
|
||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
||||||
FHLB advances: 2.46% - 2.59% fixed-rate notes
|
|
$
|
2,035,000
|
|
|
2.47
|
%
|
|
$
|
2,000,000
|
|
|
1.39
|
%
|
Long-term borrowings:
|
|
|
|
|
|
|
|
|
||||||
FHLB advances: 1.00% - 2.72% fixed-rate notes due 2019 to 2025
(2)
|
|
410,102
|
|
|
2.00
|
%
|
|
337,204
|
|
|
1.26
|
%
|
||
Line-of-credit: floating-rate based on one-month LIBOR plus 1.75%
|
|
—
|
|
|
—
|
|
|
19,963
|
|
|
3.10
|
%
|
||
Subordinated debt obligations: floating-rate based on three-month LIBOR plus 1.45% - 2.85% due 2034 to 2035
(3)
|
|
11,572
|
|
|
4.85
|
%
|
|
11,425
|
|
|
3.69
|
%
|
||
Subordinated debt obligations: floating-rate based on three-month LIBOR plus 3.25% due in 2032
(4)
|
|
4,328
|
|
|
5.65
|
%
|
|
4,290
|
|
|
4.59
|
%
|
||
Total long-term borrowings
|
|
426,002
|
|
|
2.11
|
%
|
|
372,882
|
|
|
1.47
|
%
|
||
Total borrowings
|
|
$
|
2,461,002
|
|
|
2.41
|
%
|
|
$
|
2,372,882
|
|
|
1.40
|
%
|
Other short-term liabilities:
|
|
|
|
|
|
|
|
|
||||||
Collateralized customer deposits
|
|
$
|
382,687
|
|
|
0.75
|
%
|
|
$
|
415,236
|
|
|
0.44
|
%
|
(1)
|
Weighted average rate presented is the contractual rate which excludes premiums and discounts related to purchase accounting.
|
(2)
|
The
December 31, 2018
balance includes advances payable of
$410.0 million
and purchase accounting premiums of
$0.1 million
. The
December 31, 2017
balance includes advances payable of
$337.0 million
and purchase accounting premiums of
$0.2 million
.
|
(3)
|
The
December 31, 2018
balance includes advances payable of
$15.0 million
and purchase accounting discounts of
$3.4 million
. The
December 31, 2017
balance includes advance payable of
$15.0 million
and purchase accounting discounts of
$3.6 million
.
|
(4)
|
The
December 31, 2018
balance includes advances payable of
$5.0 million
and purchase accounting discounts of
$0.7 million
. The
December 31, 2017
balance includes advance payable of
$5.0 million
and purchase accounting discounts of
$0.7 million
.
|
(Dollars in thousands)
|
Long-term Debt by Maturity
|
||
Years Ending December 31,
|
|
||
2019
|
$
|
100,058
|
|
2020
|
110,044
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
215,900
|
|
|
Total
|
$
|
426,002
|
|
•
|
Service charges and fees on deposit accounts
include fees and other charges the Corporation receives to provide various services, including but not limited to, maintaining an account with a customer, providing overdraft services, wire transfers, transferring funds, and accepting and executing stop-payment orders. The consideration includes both fixed (e.g., account maintenance fees) and transaction fees (i.e., wire-transfer fee). Fixed fees are recognized over the period of time the service is provided while transaction fees are recognized when a specific service is rendered to the customer.
|
•
|
Wealth management revenue
includes fee income generated from personal and institutional customers. The Corporation also provides investment management services. Services are rendered over a period of time, over which revenue is recognized. Wealth management revenue also includes commissions that are earned for placing a brokerage transaction for execution, such as stocks or other investments. Revenue is recognized once the transaction is completed and the Corporation is entitled to receive consideration.
|
•
|
Other charges and fees for customer services
includes service charges on deposit accounts and other fees including account analysis fees, monthly service fees, check orders, ATM fees and other service charges. The Corporation's performance obligation for account analysis fees and monthly service fees is generally satisfied, and therefore, revenue is recognized over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the performance obligation is satisfied and related revenue recognized, at a point in time.
|
•
|
Other noninterest expense
includes net gain or loss on sales of other real estate and repossessed assets. Revenue is recognized at the time the sale is complete and the Corporation is entitled to receive consideration, including sales that are seller financed as receipt of all payment is expected.
|
|
|
Year Ended
December 31,
|
||
(Dollars in thousands)
|
|
2018
|
||
Noninterest income
|
|
|
||
Service charges and fees on deposit accounts
|
|
$
|
22,858
|
|
Wealth management revenue
|
|
5,099
|
|
|
Other charges and fees for customer services
|
|
5,556
|
|
|
Noninterest income from contracts with customers within the scope of ASC 606
|
|
33,513
|
|
|
Noninterest income within the scope of other GAAP topics
|
|
115,023
|
|
|
Total noninterest income
|
|
$
|
148,536
|
|
Noninterest expense
|
|
|
||
Other
|
|
$
|
(1,063
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(653
|
)
|
|
$
|
14,665
|
|
|
$
|
19,144
|
|
State
|
|
321
|
|
|
20
|
|
|
(423
|
)
|
|||
Total current income tax expense
|
|
(332
|
)
|
|
14,685
|
|
|
18,721
|
|
|||
Deferred income tax expense
|
|
|
|
|
|
|
||||||
Federal
|
|
41,687
|
|
|
92,636
|
|
|
23,649
|
|
|||
State
|
|
229
|
|
|
548
|
|
|
442
|
|
|||
Total deferred income tax expense
|
|
41,916
|
|
|
93,184
|
|
|
24,091
|
|
|||
Change in valuation allowance
|
|
317
|
|
|
(1,089
|
)
|
|
(706
|
)
|
|||
Income tax provision
|
|
$
|
41,901
|
|
|
$
|
106,780
|
|
|
$
|
42,106
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Tax at statutory rate
|
|
$
|
68,443
|
|
|
21.0
|
%
|
|
$
|
89,706
|
|
|
35.0
|
%
|
|
$
|
52,548
|
|
|
35.0
|
%
|
Changes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(6,513
|
)
|
|
(2.0
|
)
|
|
(9,001
|
)
|
|
(3.5
|
)
|
|
(5,320
|
)
|
|
(3.5
|
)
|
|||
State taxes, net of federal benefit
|
|
434
|
|
|
0.1
|
|
|
369
|
|
|
0.1
|
|
|
13
|
|
|
—
|
|
|||
Change in valuation allowance
|
|
317
|
|
|
0.1
|
|
|
(1,089
|
)
|
|
(0.4
|
)
|
|
(706
|
)
|
|
(0.5
|
)
|
|||
Bank-owned life insurance adjustments
|
|
(838
|
)
|
|
(0.2
|
)
|
|
(1,696
|
)
|
|
(0.7
|
)
|
|
(832
|
)
|
|
(0.6
|
)
|
|||
Director plan change in control
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|
(0.3
|
)
|
|||
Income tax credits, net
|
|
(16,148
|
)
|
|
(4.9
|
)
|
|
(11,449
|
)
|
|
(4.4
|
)
|
|
(2,454
|
)
|
|
(1.6
|
)
|
|||
Nondeductible transaction expenses
|
|
|
|
|
—
|
|
|
156
|
|
|
0.1
|
|
|
2,100
|
|
|
1.4
|
|
|||
Nondeductible FDIC insurance premiums
|
|
1,095
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit in excess of compensation costs on share-based payments
(1)
|
|
(1,782
|
)
|
|
(0.5
|
)
|
|
(5,886
|
)
|
|
(2.3
|
)
|
|
(2,240
|
)
|
|
(1.5
|
)
|
|||
Impact of the Tax Cuts and Jobs Act
(2)
|
|
(2,939
|
)
|
|
(0.9
|
)
|
|
46,660
|
|
|
18.2
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(168
|
)
|
|
(0.1
|
)
|
|
(990
|
)
|
|
(0.4
|
)
|
|
(495
|
)
|
|
(0.4
|
)
|
|||
Income tax expense
|
|
$
|
41,901
|
|
|
12.9
|
%
|
|
$
|
106,780
|
|
|
41.7
|
%
|
|
$
|
42,106
|
|
|
28.0
|
%
|
(1)
|
Represents excess tax benefits resulting from the exercise or settlement of share-based payment transactions.
|
(2)
|
The year ended December 31, 2017 included the initial calculated impact of the enactment of H.R.1 (the "Tax Cuts and Jobs Act"), which required a revaluation of net deferred tax assets and liabilities. The year ended December 31, 2018 included the impact of analyzing additional information in the year following the enactment date of the Tax Cuts and Jobs Act that was not previously available, as allowed by Staff Accounting Bulletin (SAB) No. 118, issued in late December 2017. See below for further details.
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
24,019
|
|
|
$
|
20,446
|
|
Acquisition-related fair value adjustments
|
|
16,511
|
|
|
27,607
|
|
||
Unrealized loss on securities
|
|
10,040
|
|
|
2,751
|
|
||
Accrued stock-based compensation
|
|
3,239
|
|
|
4,082
|
|
||
Loss and tax credit carry forwards
|
|
30,169
|
|
|
57,969
|
|
||
Nonaccrual loan interest
|
|
10,830
|
|
|
6,155
|
|
||
Accrued expense
|
|
7,397
|
|
|
9,200
|
|
||
Other
|
|
4,888
|
|
|
9,330
|
|
||
Total deferred tax assets
|
|
107,093
|
|
|
137,540
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Loan servicing rights
|
|
14,941
|
|
|
13,446
|
|
||
Core deposit intangible assets
|
|
4,966
|
|
|
6,022
|
|
||
Goodwill
|
|
4,281
|
|
|
4,076
|
|
||
Deferred loan fees
|
|
4,963
|
|
|
4,551
|
|
||
Prepaid expenses
|
|
5,625
|
|
|
7,390
|
|
||
Other
|
|
5,894
|
|
|
3,184
|
|
||
Total deferred tax liabilities
|
|
40,670
|
|
|
38,669
|
|
||
Net deferred tax asset before valuation allowance
|
|
66,423
|
|
|
98,871
|
|
||
Valuation allowance
|
|
(1,467
|
)
|
|
(1,150
|
)
|
||
Net deferred tax asset
|
|
$
|
64,956
|
|
|
$
|
97,721
|
|
|
From the Acquisition of:
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Talmer Bancorp and Talmer Bank Prior Ownership Changes
|
|
|
|
|
|||||||||||||||||||
(Dollars in thousands)
|
Monarch
|
|
First Place Holdings/First Place Bank
|
|
Talmer West Bank
|
|
First of Huron Corp./Signature Bank
|
|
From 2009 Ownership change
|
|
Not Limited by Section 382
|
|
Total
|
|||||||||||||
Tax Loss and Credit Carryforwards as of 12/31/18:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Years Expiring (except AMT Credits)
|
2026-2034
|
|
2027-2031
|
|
2028-2032
|
|
2029-2032
|
|
2027-2029
|
|
|
|
|
|||||||||||||
Annual Section 382 limitation-base
(1)
|
$
|
673
|
|
|
$
|
6,650
|
|
|
$
|
3,028
|
|
|
$
|
365
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$ N/A
|
|
Gross Federal Net Operating Losses
|
12,350
|
|
|
—
|
|
|
41,039
|
|
|
247
|
|
|
1,595
|
|
|
—
|
|
|
55,231
|
|
||||||
Gross Capital Losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,987
|
|
|
6,987
|
|
||||||
Realized Built-in Losses
|
—
|
|
|
61,317
|
|
|
8,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,253
|
|
||||||
Business Tax Credits
|
1,651
|
|
|
781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
||||||
Less amounts not recorded due to Sec 382 Limitation
|
(1,738
|
)
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(2,023
|
)
|
||||||
Alternative Minimum Tax Credits - no expiration
|
106
|
|
|
2,115
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
||||||
Valuation Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,467
|
)
|
|
(1,467
|
)
|
(1)
|
In respect to the Monarch acquisition, in addition to the statutory "base" Section 382 limitation, recognized built in gain increases the Section 382 limitation during the five year period beginning on the acquisition date. The Corporation estimates that the recognized built in gain will total
$1.6 million
.
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||
Range of
exercise
prices
per share
|
|
Number
outstanding
|
|
Weighted
average
exercise
price
per share
|
|
Weighted
average
contractual
term
(in years)
|
|
Number
exercisable
|
|
Weighted
average
exercise
price
per share
|
|
Weighted
average
contractual
term
(in years)
|
||||||
$11.09 - 12.80
|
|
32,691
|
|
|
$
|
12.37
|
|
|
1.93
|
|
32,691
|
|
|
$
|
12.37
|
|
|
1.93
|
$13.20 - 16.24
|
|
26,669
|
|
|
15.73
|
|
|
4.00
|
|
26,669
|
|
|
15.73
|
|
|
4.00
|
||
$19.97 - 21.10
|
|
22,955
|
|
|
20.15
|
|
|
1.99
|
|
22,955
|
|
|
20.15
|
|
|
1.99
|
||
$23.78 - 25.14
|
|
162,561
|
|
|
24.59
|
|
|
3.59
|
|
162,561
|
|
|
24.59
|
|
|
3.59
|
||
$29.45 - 32.81
|
|
428,350
|
|
|
31.71
|
|
|
6.64
|
|
267,067
|
|
|
31.05
|
|
|
6.33
|
||
$46.95 - 53.72
|
|
104,217
|
|
|
53.35
|
|
|
8.25
|
|
43,842
|
|
|
53.54
|
|
|
8.24
|
||
$11.09 - 53.72
|
|
777,443
|
|
|
$
|
31.42
|
|
|
5.79
|
|
555,785
|
|
|
$
|
28.65
|
|
|
5.13
|
|
|
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, 2015
|
|
479,755
|
|
|
$
|
28.75
|
|
|
$
|
8.49
|
|
|
1,054,739
|
|
|
$
|
25.38
|
|
Granted
|
|
441,167
|
|
|
32.81
|
|
|
6.15
|
|
|
441,167
|
|
|
32.81
|
|
|||
Acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,466,408
|
|
|
15.08
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450,296
|
)
|
|
20.02
|
|
|||
Vested
|
|
(454,360
|
)
|
|
28.74
|
|
|
8.49
|
|
|
—
|
|
|
—
|
|
|||
Forfeited/expired
|
|
(58,623
|
)
|
|
31.10
|
|
|
7.17
|
|
|
(58,623
|
)
|
|
31.10
|
|
|||
Outstanding at December 31, 2016
|
|
407,939
|
|
|
$
|
32.81
|
|
|
$
|
6.15
|
|
|
2,453,395
|
|
|
$
|
21.41
|
|
Granted
|
|
132,414
|
|
|
53.43
|
|
|
9.94
|
|
|
132,414
|
|
|
53.43
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,427,159
|
)
|
|
17.50
|
|
|||
Vested
|
|
(161,751
|
)
|
|
37.73
|
|
|
7.07
|
|
|
—
|
|
|
—
|
|
|||
Forfeited/expired
|
|
(47,732
|
)
|
|
37.55
|
|
|
7.03
|
|
|
(47,732
|
)
|
|
37.55
|
|
|||
Outstanding at December 31, 2017
|
|
330,870
|
|
|
$
|
37.97
|
|
|
$
|
7.09
|
|
|
1,110,918
|
|
|
$
|
29.56
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(302,796
|
)
|
|
24.00
|
|
|||
Vested
|
|
(78,533
|
)
|
|
37.16
|
|
|
6.94
|
|
|
—
|
|
|
—
|
|
|||
Forfeited/expired
|
|
(30,679
|
)
|
|
37.20
|
|
|
6.97
|
|
|
(30,679
|
)
|
|
37.20
|
|
|||
Outstanding at December 31, 2018
|
|
221,658
|
|
|
$
|
38.37
|
|
|
$
|
7.16
|
|
|
777,443
|
|
|
$
|
31.42
|
|
Exercisable/vested at December 31, 2018
|
|
|
|
|
|
|
|
555,785
|
|
|
$
|
28.65
|
|
|
|
2017
|
|
2016
|
||||
Expected dividend yield
|
|
3.31
|
%
|
|
3.30
|
%
|
||
Risk-free interest rate
|
|
2.05
|
%
|
|
1.39
|
%
|
||
Expected stock price volatility
|
|
26.7
|
%
|
|
27.9
|
%
|
||
Expected life of options — in years
|
|
6.0
|
|
|
6.5
|
|
||
Weighted average fair value of options granted
|
|
$
|
9.94
|
|
|
$
|
6.15
|
|
|
|
Number of
units
|
|
Weighted-average
grant date fair value per unit
|
|||
Outstanding at December 31, 2017
|
|
380,940
|
|
|
$
|
41.29
|
|
Granted
|
|
321,043
|
|
|
54.15
|
|
|
Converted into shares of common stock
|
|
(102,553
|
)
|
|
34.77
|
|
|
Forfeited/expired
|
|
(22,940
|
)
|
|
47.87
|
|
|
Outstanding at December 31, 2018
|
|
576,490
|
|
|
$
|
49.35
|
|
Nonvested restricted stock awards
|
|
Number of awards
|
|
Weighted-average acquisition-date fair value
|
|||
Nonvested at January 1, 2018
|
|
83,228
|
|
|
$
|
46.23
|
|
Vested
|
|
(41,784
|
)
|
|
46.23
|
|
|
Forfeited
|
|
(592
|
)
|
|
46.23
|
|
|
Nonvested at December 31, 2018
|
|
40,852
|
|
|
$
|
46.23
|
|
|
|
Pension Plan
|
|
Postretirement Plan
|
|
SERP
|
||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
|
$
|
121,361
|
|
|
$
|
123,968
|
|
|
$
|
2,512
|
|
|
$
|
2,601
|
|
|
$
|
2,423
|
|
|
$
|
2,567
|
|
Service cost
|
|
—
|
|
|
639
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
61
|
|
||||||
Interest cost
|
|
4,356
|
|
|
4,966
|
|
|
82
|
|
|
94
|
|
|
12
|
|
|
69
|
|
||||||
Net actuarial loss (gain)
|
|
(7,048
|
)
|
|
10,131
|
|
|
(208
|
)
|
|
10
|
|
|
(36
|
)
|
|
(274
|
)
|
||||||
Benefits paid
|
|
(7,237
|
)
|
|
(6,432
|
)
|
|
(189
|
)
|
|
(198
|
)
|
|
(2,062
|
)
|
|
—
|
|
||||||
Curtailment
|
|
—
|
|
|
(11,911
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
|
111,432
|
|
|
121,361
|
|
|
2,200
|
|
|
2,512
|
|
|
337
|
|
|
2,423
|
|
||||||
Fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
145,901
|
|
|
132,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
|
(10,312
|
)
|
|
19,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(7,237
|
)
|
|
(6,432
|
)
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
|
128,352
|
|
|
145,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded (unfunded) status at December 31
|
|
$
|
16,920
|
|
|
$
|
24,540
|
|
|
$
|
(2,200
|
)
|
|
$
|
(2,512
|
)
|
|
$
|
(337
|
)
|
|
$
|
(2,423
|
)
|
Accumulated benefit obligation
|
|
$
|
111,432
|
|
|
$
|
121,361
|
|
|
$
|
2,200
|
|
|
$
|
2,512
|
|
|
$
|
337
|
|
|
$
|
2,423
|
|
|
|
Pension Plan
|
|
Postretirement Plan
|
|
SERP
|
|||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Discount rate used in determining benefit obligation — December 31
|
|
4.32
|
%
|
|
3.68
|
%
|
|
4.22
|
%
|
|
4.11
|
%
|
|
3.41
|
%
|
|
3.79
|
%
|
|
4.32
|
%
|
|
3.38
|
%
|
|
3.63
|
%
|
Discount rate used in determining expense
|
|
3.68
|
|
|
4.22
|
|
|
4.55
|
|
|
3.41
|
|
|
3.79
|
|
|
4.23
|
|
|
—
|
|
|
—
|
|
|
4.51
|
|
Discount rate used in determining expense — prior to remeasurement
|
|
—
|
|
|
3.81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.38
|
|
|
3.63
|
|
|
2.87
|
|
Expected long-term return on Pension Plan assets
|
|
6.50
|
|
|
6.75
|
|
|
6.75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase used in determining benefit obligation — December 31
|
|
—
|
|
|
—
|
|
|
3.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.50
|
|
Rate of compensation increase used in determining pension expense
|
|
—
|
|
|
3.50
|
|
|
3.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.50
|
|
|
3.50
|
|
Year 1 increase in cost of postretirement benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.50
|
|
|
6.50
|
|
|
7.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Pension Plan
|
|
Postretirement Plan
|
|
SERP
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
639
|
|
|
$
|
1,041
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
77
|
|
Interest cost
|
|
4,356
|
|
|
4,966
|
|
|
5,335
|
|
|
82
|
|
|
94
|
|
|
132
|
|
|
12
|
|
|
69
|
|
|
92
|
|
|||||||||
Expected return on plan assets
|
|
(8,879
|
)
|
|
(8,938
|
)
|
|
(8,562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss (gain)
|
|
710
|
|
|
1,837
|
|
|
2,259
|
|
|
(143
|
)
|
|
(162
|
)
|
|
(100
|
)
|
|
(7
|
)
|
|
77
|
|
|
78
|
|
|||||||||
Curtailment
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|
120
|
|
|||||||||
Net cost (income)
|
|
$
|
(3,813
|
)
|
|
$
|
(1,495
|
)
|
|
$
|
73
|
|
|
$
|
(58
|
)
|
|
$
|
(63
|
)
|
|
$
|
158
|
|
|
$
|
5
|
|
|
$
|
529
|
|
|
$
|
367
|
|
(1)
|
The settlement charge relates to the settlement of liabilities under the SERP for the retirement of the plan participant during the third quarter of 2017 and the change in control as a result of the merger with Talmer as of August 31, 2016.
|
(Dollars in thousands)
|
|
Pension Plan
|
|
Postretirement Plan
|
|
SERP
|
||||||
2019
|
|
$
|
6,387
|
|
|
$
|
241
|
|
|
$
|
22
|
|
2020
|
|
6,522
|
|
|
237
|
|
|
22
|
|
|||
2021
|
|
6,680
|
|
|
231
|
|
|
22
|
|
|||
2022
|
|
6,795
|
|
|
221
|
|
|
22
|
|
|||
2023
|
|
6,895
|
|
|
209
|
|
|
22
|
|
|||
2024 - 2028
|
|
35,908
|
|
|
853
|
|
|
106
|
|
|||
Total
|
|
$
|
69,187
|
|
|
$
|
1,992
|
|
|
$
|
216
|
|
|
|
One Percentage-Point
|
||||||
(Dollars in thousands)
|
|
Increase
|
|
Decrease
|
||||
Effect on total of service and interest cost component in 2017
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
Effect on postretirement benefit obligation as of December 31, 2017
|
|
157
|
|
|
(143
|
)
|
(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
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
8,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,770
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large- and mid-cap stocks
(1)
|
|
63,823
|
|
|
—
|
|
|
—
|
|
|
63,823
|
|
||||
U.S. small-cap mutual funds
|
|
4,713
|
|
|
—
|
|
|
—
|
|
|
4,713
|
|
||||
International large-cap mutual funds
|
|
11,091
|
|
|
—
|
|
|
—
|
|
|
11,091
|
|
||||
Emerging markets mutual funds
|
|
6,439
|
|
|
—
|
|
|
—
|
|
|
6,439
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government sponsored agency bonds and notes
|
|
—
|
|
|
547
|
|
|
—
|
|
|
547
|
|
||||
Mutual funds
(2)
|
|
32,969
|
|
|
—
|
|
|
—
|
|
|
32,969
|
|
||||
Total
|
|
$
|
127,805
|
|
|
$
|
547
|
|
|
$
|
—
|
|
|
$
|
128,352
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
5,238
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,238
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large- and mid-cap stocks
(1)
|
|
68,909
|
|
|
—
|
|
|
—
|
|
|
68,909
|
|
||||
U.S. small-cap mutual funds
|
|
5,377
|
|
|
—
|
|
|
—
|
|
|
5,377
|
|
||||
International large-cap mutual funds
|
|
18,341
|
|
|
—
|
|
|
—
|
|
|
18,341
|
|
||||
Emerging markets mutual funds
|
|
7,363
|
|
|
—
|
|
|
—
|
|
|
7,363
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government sponsored agency bonds and notes
|
|
—
|
|
|
548
|
|
|
—
|
|
|
548
|
|
||||
Mutual funds
(2)
|
|
40,046
|
|
|
—
|
|
|
—
|
|
|
40,046
|
|
||||
Other
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
||||
Total
|
|
$
|
145,353
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
145,901
|
|
(1)
|
Comprised of common stocks and mutual funds traded on U.S. Exchanges whose issuers had market capitalizations exceeding
$3 billion
.
|
(2)
|
Comprised primarily of fixed-income bonds issued by the U.S. Treasury and government sponsored agencies and bonds of U.S. and foreign issuers from diverse industries.
|
(Dollars in thousands)
|
|
Pension
Plan
|
|
Postretirement
Plan
|
|
SERP
|
|
Total
|
||||||||
Accumulated other comprehensive income (loss) at beginning of year
|
|
$
|
(20,483
|
)
|
|
$
|
744
|
|
|
$
|
(69
|
)
|
|
$
|
(19,808
|
)
|
Comprehensive income (loss) adjustment:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial income (loss)
|
|
(9,032
|
)
|
|
51
|
|
|
23
|
|
|
(8,958
|
)
|
||||
Comprehensive income (loss) adjustment
|
|
(9,032
|
)
|
|
51
|
|
|
23
|
|
|
(8,958
|
)
|
||||
Accumulated other comprehensive income (loss) at end of year
|
|
$
|
(29,515
|
)
|
|
$
|
795
|
|
|
$
|
(46
|
)
|
|
$
|
(28,766
|
)
|
(Dollars in thousands)
|
|
Pension
Plan
|
|
Postretirement
Plan
|
|
SERP
|
|
Total
|
||||||||
Net gain (loss)
|
|
$
|
(444
|
)
|
|
$
|
143
|
|
|
$
|
(1
|
)
|
|
$
|
(302
|
)
|
|
|
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
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
$
|
1,855,922
|
|
|
11.5
|
%
|
|
$
|
1,288,363
|
|
|
8.0
|
%
|
|
$
|
1,590,323
|
|
|
9.9
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Chemical Bank
|
|
1,825,742
|
|
|
11.4
|
|
|
1,285,444
|
|
|
8.0
|
|
|
1,586,719
|
|
|
9.9
|
|
|
$
|
1,606,804
|
|
|
10.0
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,723,004
|
|
|
10.7
|
|
|
966,272
|
|
|
6.0
|
|
|
1,268,232
|
|
|
7.9
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,708,724
|
|
|
10.6
|
|
|
964,083
|
|
|
6.0
|
|
|
1,265,358
|
|
|
7.9
|
|
|
1,285,444
|
|
|
8.0
|
|
||||
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,723,004
|
|
|
10.7
|
|
|
724,704
|
|
|
4.5
|
|
|
1,026,664
|
|
|
6.4
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,708,724
|
|
|
10.6
|
|
|
723,062
|
|
|
4.5
|
|
|
1,024,338
|
|
|
6.4
|
|
|
1,044,423
|
|
|
6.5
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,723,004
|
|
|
8.7
|
|
|
793,669
|
|
|
4.0
|
|
|
793,669
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,708,724
|
|
|
8.6
|
|
|
792,184
|
|
|
4.0
|
|
|
792,184
|
|
|
4.0
|
|
|
990,230
|
|
|
5.0
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
$
|
1,614,046
|
|
|
11.0
|
%
|
|
$
|
1,179,076
|
|
|
8.0
|
%
|
|
$
|
1,363,307
|
|
|
9.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Chemical Bank
|
|
1,613,087
|
|
|
11.0
|
|
|
1,176,361
|
|
|
8.0
|
|
|
1,360,167
|
|
|
9.3
|
|
|
$
|
1,470,451
|
|
|
10.0
|
%
|
|||
Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,498,463
|
|
|
10.2
|
|
|
884,307
|
|
|
6.0
|
|
|
1,068,538
|
|
|
7.3
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,513,219
|
|
|
10.3
|
|
|
882,271
|
|
|
6.0
|
|
|
1,066,077
|
|
|
7.3
|
|
|
1,176,361
|
|
|
8.0
|
|
||||
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,498,463
|
|
|
10.2
|
|
|
663,230
|
|
|
4.5
|
|
|
847,461
|
|
|
5.8
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,513,219
|
|
|
10.3
|
|
|
661,703
|
|
|
4.5
|
|
|
845,509
|
|
|
5.8
|
|
|
955,793
|
|
|
6.5
|
|
||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporation
|
|
1,498,463
|
|
|
8.3
|
|
|
720,890
|
|
|
4.0
|
|
|
720,890
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
||||
Chemical Bank
|
|
1,513,219
|
|
|
8.4
|
|
|
720,043
|
|
|
4.0
|
|
|
720,043
|
|
|
4.0
|
|
|
900,053
|
|
|
5.0
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Cash at subsidiary bank
|
|
$
|
11,477
|
|
|
$
|
5,761
|
|
Investment in subsidiaries
|
|
2,820,866
|
|
|
2,673,858
|
|
||
Premises and equipment
|
|
3,595
|
|
|
3,931
|
|
||
Goodwill
|
|
1,092
|
|
|
1,092
|
|
||
Deferred tax asset
|
|
5,865
|
|
|
7,203
|
|
||
Other assets
|
|
27,157
|
|
|
31,459
|
|
||
Total assets
|
|
$
|
2,870,052
|
|
|
$
|
2,723,304
|
|
Liabilities
|
|
|
|
|
||||
Other liabilities
|
|
$
|
17,892
|
|
|
$
|
18,877
|
|
Non-revolving line-of-credit
|
|
—
|
|
|
19,963
|
|
||
Subordinated debentures
|
|
15,900
|
|
|
15,715
|
|
||
Total liabilities
|
|
33,792
|
|
|
54,555
|
|
||
Shareholders' equity
|
|
2,836,260
|
|
|
2,668,749
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
2,870,052
|
|
|
$
|
2,723,304
|
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income
|
|
|
|
|
|
|
||||||
Cash dividends from subsidiaries
|
|
$
|
114,300
|
|
|
$
|
165,000
|
|
|
$
|
110,450
|
|
Other (loss) income
|
|
(269
|
)
|
|
921
|
|
|
151
|
|
|||
Total income
|
|
114,031
|
|
|
165,921
|
|
|
110,601
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Interest expense
|
|
1,601
|
|
|
3,076
|
|
|
1,816
|
|
|||
Operating expenses
|
|
13,784
|
|
|
23,298
|
|
|
30,589
|
|
|||
Total expenses
|
|
15,385
|
|
|
26,374
|
|
|
32,405
|
|
|||
Income before income taxes and equity in undistributed net income of subsidiaries
|
|
98,646
|
|
|
139,547
|
|
|
78,196
|
|
|||
Income tax benefit
|
|
4,472
|
|
|
12,670
|
|
|
11,378
|
|
|||
Equity in undistributed net income (loss) of subsidiaries
|
|
180,902
|
|
|
(2,694
|
)
|
|
18,458
|
|
|||
Net income
|
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Share-based compensation expense
|
|
8,578
|
|
|
17,346
|
|
|
13,452
|
|
|||
Depreciation of premises and equipment
|
|
435
|
|
|
408
|
|
|
355
|
|
|||
Equity in undistributed net (income) loss of subsidiaries
|
|
(180,902
|
)
|
|
2,694
|
|
|
(18,458
|
)
|
|||
Net decrease in other assets
|
|
4,302
|
|
|
1,410
|
|
|
9,752
|
|
|||
Net increase (decrease) in other liabilities
|
|
537
|
|
|
25,178
|
|
|
(11,830
|
)
|
|||
Net cash provided by operating activities
|
|
116,970
|
|
|
196,559
|
|
|
101,303
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
||||||
Cash paid, net of cash assumed, in business combinations
|
|
—
|
|
|
—
|
|
|
(107,622
|
)
|
|||
Purchases of premises and equipment, net
|
|
(99
|
)
|
|
(288
|
)
|
|
(774
|
)
|
|||
Net cash used in investing activities
|
|
(99
|
)
|
|
(288
|
)
|
|
(108,396
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(88,954
|
)
|
|
(78,498
|
)
|
|
(49,389
|
)
|
|||
Proceeds from issuance of common stock, net of issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Repayment of subordinated debt obligations
|
|
—
|
|
|
—
|
|
|
(18,558
|
)
|
|||
Repayments of other borrowings
|
|
(20,000
|
)
|
|
(105,000
|
)
|
|
(62,500
|
)
|
|||
Proceeds from issuance of other borrowings
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|||
Proceeds from directors' stock purchase plan and exercise of stock options
|
|
3,115
|
|
|
3,991
|
|
|
1,572
|
|
|||
Cash paid for payroll taxes upon conversion of restricted stock units
|
|
(5,316
|
)
|
|
(27,854
|
)
|
|
(1,065
|
)
|
|||
Net cash used in financing activities
|
|
(111,155
|
)
|
|
(207,361
|
)
|
|
(4,940
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
5,716
|
|
|
(11,090
|
)
|
|
(12,033
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
5,761
|
|
|
16,851
|
|
|
28,884
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
11,477
|
|
|
$
|
5,761
|
|
|
$
|
16,851
|
|
|
|
|
|
|
|
|
||||||
Business combinations:
|
|
|
|
|
|
|
||||||
Fair value of assets acquired (noncash)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,898
|
|
Liabilities assumed
|
|
—
|
|
|
—
|
|
|
58,309
|
|
|||
Common stock and stock options issued
|
|
—
|
|
|
—
|
|
|
1,504,811
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
284,020
|
|
|
$
|
149,523
|
|
|
$
|
108,032
|
|
Net income allocated to participating securities
|
|
186
|
|
|
495
|
|
|
166
|
|
|||
Net income allocated to common shareholders
(1)
|
|
$
|
283,834
|
|
|
$
|
149,028
|
|
|
$
|
107,866
|
|
Weighted average common shares - issued
|
|
71,385
|
|
|
71,103
|
|
|
49,091
|
|
|||
Average unvested restricted share awards
|
|
(47
|
)
|
|
(238
|
)
|
|
(139
|
)
|
|||
Weighted average common shares outstanding - basic
|
|
71,338
|
|
|
70,865
|
|
|
48,952
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
|
||||||
Weighted average common stock equivalents
|
|
687
|
|
|
648
|
|
|
651
|
|
|||
Weighted average common shares outstanding - diluted
|
|
72,025
|
|
|
71,513
|
|
|
49,603
|
|
|||
EPS available to common shareholders
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
3.98
|
|
|
$
|
2.11
|
|
|
$
|
2.21
|
|
Diluted earnings per common share
|
|
$
|
3.94
|
|
|
$
|
2.08
|
|
|
$
|
2.17
|
|
(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 carried at fair value, net of tax
|
|
Defined Benefit Pension Plans
|
|
Unrealized gains (losses) on cash flow hedges, net of tax
|
|
Total
|
||||||||
For the year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
(10,348
|
)
|
|
$
|
(19,808
|
)
|
|
$
|
4,658
|
|
|
$
|
(25,498
|
)
|
Cumulative effect adjustment of change in accounting policy, net of tax impact
(1)
|
|
(344
|
)
|
|
—
|
|
|
3
|
|
|
(341
|
)
|
||||
Beginning balance at January 1, 2018
|
|
(10,692
|
)
|
|
(19,808
|
)
|
|
4,661
|
|
|
(25,839
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(26,903
|
)
|
|
—
|
|
|
2,245
|
|
|
(24,658
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
(177
|
)
|
|
(8,958
|
)
|
|
(1,478
|
)
|
|
(10,613
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(27,080
|
)
|
|
(8,958
|
)
|
|
767
|
|
|
(35,271
|
)
|
||||
Ending balance
|
|
$
|
(37,772
|
)
|
|
$
|
(28,766
|
)
|
|
$
|
5,428
|
|
|
$
|
(61,110
|
)
|
For the year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
(14,142
|
)
|
|
$
|
(25,894
|
)
|
|
$
|
—
|
|
|
$
|
(40,036
|
)
|
Other comprehensive income before reclassifications
|
|
826
|
|
|
8,457
|
|
|
2,771
|
|
|
12,054
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
4,802
|
|
|
1,139
|
|
|
1,061
|
|
|
7,002
|
|
||||
Net current period other comprehensive income
|
|
5,628
|
|
|
9,596
|
|
|
3,832
|
|
|
19,056
|
|
||||
Reclassification of certain deferred tax effects
(2)
|
|
(1,834
|
)
|
|
(3,510
|
)
|
|
826
|
|
|
(4,518
|
)
|
||||
Ending balance
|
|
$
|
(10,348
|
)
|
|
$
|
(19,808
|
)
|
|
$
|
4,658
|
|
|
$
|
(25,498
|
)
|
For the year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
(1,888
|
)
|
|
$
|
(27,144
|
)
|
|
$
|
—
|
|
|
$
|
(29,032
|
)
|
Other comprehensive (loss) before reclassifications
|
|
(12,170
|
)
|
|
(229
|
)
|
|
—
|
|
|
(12,399
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
(84
|
)
|
|
1,479
|
|
|
—
|
|
|
1,395
|
|
||||
Net current period other comprehensive income (loss)
|
|
(12,254
|
)
|
|
1,250
|
|
|
—
|
|
|
(11,004
|
)
|
||||
Ending balance
|
|
$
|
(14,142
|
)
|
|
$
|
(25,894
|
)
|
|
$
|
—
|
|
|
$
|
(40,036
|
)
|
(1)
|
Refer to
Note 1
, Summary of Significant Accounting Policies and
Note 4
, Investment Securities, for further details on the changes in accounting policy.
|
(2)
|
The reclassification from accumulated other comprehensive income (loss) to retained earnings was due to the early adoption of ASU 2018-02, see
Note 1
for further information.
|
(Dollars in thousands)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Income Statement
|
||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
||||||
Gains and losses on available-for-sale securities
|
|
$
|
224
|
|
|
$
|
(7,388
|
)
|
|
$
|
129
|
|
|
Net gain (loss) on sale of investment securities (noninterest income)
|
|
|
(47
|
)
|
|
2,586
|
|
|
(45
|
)
|
|
Income tax (expense)/benefit
|
|||
|
|
$
|
177
|
|
|
$
|
(4,802
|
)
|
|
$
|
84
|
|
|
Net income (loss)
|
Amortization of defined benefit pension plan items
|
|
$
|
11,339
|
|
|
$
|
(1,752
|
)
|
|
$
|
(2,276
|
)
|
|
Salaries, wages and employee benefits (operating expenses)
|
|
|
(2,381
|
)
|
|
613
|
|
|
797
|
|
|
Income tax expense/(benefit)
|
|||
|
|
$
|
8,958
|
|
|
$
|
(1,139
|
)
|
|
$
|
(1,479
|
)
|
|
Net (income) loss
|
Gains and losses on cash flow hedges
|
|
(1,871
|
)
|
|
1,633
|
|
|
—
|
|
|
Interest on short-term borrowings (interest expense)
|
|||
|
|
393
|
|
|
(572
|
)
|
|
—
|
|
|
Income tax expense/(benefit)
|
|||
|
|
$
|
(1,478
|
)
|
|
$
|
1,061
|
|
|
$
|
—
|
|
|
Net (income) loss
|
|
|
2018
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Interest income
|
|
$
|
177,934
|
|
|
$
|
189,582
|
|
|
$
|
198,377
|
|
|
$
|
210,103
|
|
|
$
|
775,996
|
|
Interest expense
|
|
26,071
|
|
|
32,045
|
|
|
38,896
|
|
|
46,651
|
|
|
143,663
|
|
|||||
Net interest income
|
|
151,863
|
|
|
157,537
|
|
|
159,481
|
|
|
163,452
|
|
|
632,333
|
|
|||||
Provision for loan losses
|
|
6,256
|
|
|
9,572
|
|
|
6,028
|
|
|
8,894
|
|
|
30,750
|
|
|||||
Noninterest income
|
|
40,554
|
|
|
38,018
|
|
|
37,917
|
|
|
32,047
|
|
|
148,536
|
|
|||||
Operating expenses
|
|
101,610
|
|
|
104,561
|
|
|
109,661
|
|
|
108,366
|
|
|
424,198
|
|
|||||
Income before income taxes
|
|
84,551
|
|
|
81,422
|
|
|
81,709
|
|
|
78,239
|
|
|
325,921
|
|
|||||
Income tax expense
|
|
12,955
|
|
|
12,434
|
|
|
11,312
|
|
|
5,200
|
|
|
41,901
|
|
|||||
Net income
|
|
$
|
71,596
|
|
|
$
|
68,988
|
|
|
$
|
70,397
|
|
|
$
|
73,039
|
|
|
$
|
284,020
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.01
|
|
|
$
|
0.97
|
|
|
$
|
0.99
|
|
|
$
|
1.02
|
|
|
$
|
3.98
|
|
Diluted
|
|
0.99
|
|
|
0.96
|
|
|
0.98
|
|
|
1.01
|
|
|
3.94
|
|
|||||
Cash dividends declared per common share
|
|
0.28
|
|
|
0.28
|
|
|
0.34
|
|
|
0.34
|
|
|
1.24
|
|
|
|
2017
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Interest income
|
|
$
|
142,896
|
|
|
$
|
155,133
|
|
|
$
|
164,944
|
|
|
$
|
169,162
|
|
|
$
|
632,135
|
|
Interest expense
|
|
12,799
|
|
|
17,185
|
|
|
21,316
|
|
|
23,257
|
|
|
74,557
|
|
|||||
Net interest income
|
|
130,097
|
|
|
137,948
|
|
|
143,628
|
|
|
145,905
|
|
|
557,578
|
|
|||||
Provision for loan losses
|
|
4,050
|
|
|
6,229
|
|
|
5,499
|
|
|
7,522
|
|
|
23,300
|
|
|||||
Noninterest income
|
|
38,010
|
|
|
41,568
|
|
|
32,122
|
|
|
32,319
|
|
|
144,019
|
|
|||||
Operating expenses
|
|
104,196
|
|
|
98,237
|
|
|
119,539
|
|
|
100,022
|
|
|
421,994
|
|
|||||
Income before income taxes
|
|
59,861
|
|
|
75,050
|
|
|
50,712
|
|
|
70,680
|
|
|
256,303
|
|
|||||
Income tax expense
|
|
12,257
|
|
|
23,036
|
|
|
10,253
|
|
|
61,234
|
|
|
106,780
|
|
|||||
Net income
|
|
$
|
47,604
|
|
|
$
|
52,014
|
|
|
$
|
40,459
|
|
|
$
|
9,446
|
|
|
$
|
149,523
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.73
|
|
|
$
|
0.57
|
|
|
$
|
0.13
|
|
|
$
|
2.11
|
|
Diluted
|
|
0.67
|
|
|
0.73
|
|
|
0.56
|
|
|
0.13
|
|
|
2.08
|
|
|||||
Cash dividends declared per common share
|
|
0.27
|
|
|
0.27
|
|
|
0.28
|
|
|
0.28
|
|
|
1.10
|
|
|
|
2016
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Interest income
|
|
$
|
79,464
|
|
|
$
|
82,937
|
|
|
$
|
103,562
|
|
|
$
|
144,416
|
|
|
$
|
410,379
|
|
Interest expense
|
|
5,134
|
|
|
5,442
|
|
|
6,753
|
|
|
11,969
|
|
|
29,298
|
|
|||||
Net interest income
|
|
74,330
|
|
|
77,495
|
|
|
96,809
|
|
|
132,447
|
|
|
381,081
|
|
|||||
Provision for loan losses
|
|
1,500
|
|
|
3,000
|
|
|
4,103
|
|
|
6,272
|
|
|
14,875
|
|
|||||
Noninterest income
|
|
19,419
|
|
|
20,897
|
|
|
27,770
|
|
|
54,264
|
|
|
122,350
|
|
|||||
Operating expenses
|
|
58,887
|
|
|
59,085
|
|
|
106,144
|
|
|
114,302
|
|
|
338,418
|
|
|||||
Income before income taxes
|
|
33,362
|
|
|
36,307
|
|
|
14,332
|
|
|
66,137
|
|
|
150,138
|
|
|||||
Income tax expense
|
|
9,757
|
|
|
10,532
|
|
|
2,848
|
|
|
18,969
|
|
|
42,106
|
|
|||||
Net income
|
|
$
|
23,605
|
|
|
$
|
25,775
|
|
|
$
|
11,484
|
|
|
$
|
47,168
|
|
|
$
|
108,032
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.61
|
|
|
$
|
0.67
|
|
|
$
|
0.23
|
|
|
$
|
0.67
|
|
|
$
|
2.21
|
|
Diluted
|
|
0.60
|
|
|
0.67
|
|
|
0.23
|
|
|
0.66
|
|
|
2.17
|
|
|||||
Cash dividends declared per common share
|
|
0.26
|
|
|
0.26
|
|
|
0.27
|
|
|
0.27
|
|
|
1.06
|
|
/s/ David T. Provost
|
|
/s/ Dennis L. Klaeser
|
David T. Provost
|
|
Dennis L. Klaeser
|
Chief Executive Officer and President
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
February 28, 2019
|
|
February 28, 2019
|
Executive Officer
|
|
Number of Time-Vested
Restricted Stock Units
|
|
Number of Performance-Based
Restricted Stock Units
(1)
|
||
David Provost
|
|
16,292
|
|
|
27,117
|
|
Gary Torgow
|
|
16,292
|
|
|
27,117
|
|
Dennis Klaeser
|
|
5,145
|
|
|
8,563
|
|
Thomas Shafer
|
|
8,146
|
|
|
13,559
|
|
Robert Rathbun
|
|
965
|
|
|
1,606
|
|
(1)
|
Amount shown is the target amount of the award. The range of PRSUs actually earned can be in the range of 0% of target for below threshold performance, to 50% of target for threshold performance, to 150% of target for maximum performance.
|
|
|
Equity Compensation Plan Information
|
|
||||||||
Plan category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options,
Warrants and Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (c)
|
|
||||
Equity compensation plans approved by security holders
(1)
|
|
718,083
|
|
|
$
|
32.87
|
|
|
1,533,785
|
|
(3)
|
Equity compensation plans not approved by security holders
(2)
|
|
59,360
|
|
|
$
|
13.88
|
|
|
—
|
|
|
Total
|
|
777,443
|
|
|
$
|
31.42
|
|
|
1,533,785
|
|
|
(1)
|
Consists of the Chemical Financial Corporation Stock Incentive Plan of 2006 ("2006 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2012 ("2012 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2015 ("2015 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2017 ("2017 Plan") and the Chemical Financial Corporation Directors' Deferred Stock Plan. Stock options or other awards may no longer be granted under the 2006 Plan, the 2012 Plan, or the 2015 Plan.
|
(2)
|
At
December 31, 2018
, equity compensation plans not approved by shareholders consisted of the Talmer Bancorp, Inc. 2009 Equity Incentive Plan ("TLMR Equity Incentive Plan"), the Lake Michigan Financial Corporation Stock Incentive Plan of 2003 and the Lake Michigan Financial Corporation Stock Incentive Plan of 2012 (collectively referred to as the "LMFC Stock Incentive Plans"). The TLMR Equity Incentive Plan granted non-statutory stock options that were awarded at the fair value of Talmer Bancorp, Inc. common stock on the date of grant. Effective as of the Corporation's merger with Talmer Bancorp, Inc. on August 31, 2016, each option outstanding under the TLMR Equity Incentive Plan ceased to represent a stock option for TLMR common stock and was converted into a stock option for common stock of the Corporation. The LMFC Stock Incentive Plans granted non-statutory stock options that were awarded at the fair value of Lake Michigan Financial Corporation common stock on the date of grant. Effective as of the Corporation's acquisition of Lake Michigan Financial Corporation on May 31, 2015, each option outstanding under the LMFC Stock Incentive Plans ceased to represent a stock option for LMFC common stock and was converted into a stock option for common stock of the Corporation. Payment for the exercise of an option at the time of exercise may be made in the form of shares of the Corporation’s common stock having a market value equal to the exercise price of the option at the time of exercise, or in cash. There are no further stock options or other awards available for grant under the TLMR Equity Incentive Plan or the LMFC Stock Incentive Plans. As of
December 31, 2018
, there were 43,132 options to purchase the Corporation's common stock under the TLMR Equity Incentive Plan with a weighted average exercise price of $13.42 per share and 16,228 options to purchase the Corporation's common stock outstanding under the LMFC Stock Incentive Plans with a weighted average exercise price of $15.10 per share.
|
(3)
|
Represents
1,301,285
remaining available shares for future grant under the 2017 Plan and
232,500
remaining shares available for future issuance under the Directors' Deferred Stock Plan.
|
(2)
|
Financial Statement Schedules.
The schedules for the Corporation are omitted because of the absence of conditions under which they are required, or because the information is set forth in the Consolidated Financial Statements or the Notes thereto.
|
(3)
|
Exhibits.
The following lists the Exhibits to the Annual Report on Form 10-K:
|
Number
|
|
Exhibit
|
3.1 *
|
|
|
3.2 *
|
|
|
4.1 *
|
|
|
4.2 *
|
|
|
4.3
|
|
Long-Term Debt. The registrant has outstanding long-term debt which at the time of this Annual Report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the SEC upon request.
|
10.1 *†
|
|
|
10.2 *†
|
|
|
10.3 *†
|
|
|
10.4 *†
|
|
|
10.5 *†
|
|
|
10.6 *†
|
|
|
10.7 *†
|
|
|
10.8 *†
|
|
|
10.9 *†
|
|
|
10.10 *†
|
|
10.11 *†+
|
|
|
10.12 *†#
|
|
|
10.13 *†
Ω
|
|
|
10.14 *†
Ω
|
|
|
10.15 *†
|
|
|
10.16 *†^
|
|
|
10.17 *†^
|
|
|
10.18 *†
|
|
|
10.19 *†
|
|
|
10.20 *†
|
|
|
10.21 *†
|
|
|
10.22 *†
|
|
|
10.23 *†
|
|
|
10.24 *†
|
|
|
10.25 *†
|
|
|
10.26*†
|
|
|
10.27*†
|
|
|
10.28†
|
|
|
10.29†
|
|
|
10.30†
|
|
|
10.31†
|
|
10.32†
|
|
|
21
|
|
|
23.1
|
|
|
23.2
|
|
|
24
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
99.1
|
|
|
101.1
|
|
Interactive Data File.
|
†
|
These agreements are management contracts or compensation plans or arrangements required to be filed as Exhibits to this Form 10-K.
|
1.
|
Employment; Term.
Chemical hereby employs Executive under the terms of this Agreement, and Executive hereby accepts such employment terms for an initial two (2) year period commencing July 9, 2018 (the “
Effective Date
”) and ending July 8, 2020 (the “
Initial Term
”), unless sooner terminated as provided in Section 5 below. This Agreement automatically shall renew on each anniversary of the Effective Date for successive one (1) year periods, unless either party provides the other party with written notice of intention to terminate this Agreement in accordance with Section 14(e), at least thirty (30) days before an anniversary of the Effective Date, in which case this Agreement shall terminate at the end of the then current Term, without any further extension; provided, however, that:
|
2.
|
Position; Duties.
Executive shall serve as: (a) Chief Operations Officer and Executive Legal Counsel, an Executive Vice President and Executive Leadership Team position, reporting directly to Thomas C. Shafer, President and Chief Executive Officer of the Bank. Executive shall be responsible for leading the following areas: Internal Legal Counsel, Risk Management, Compliance and Credit Administration (his principal position); and (b) in such positions with Affiliates as are reasonably requested by Chemical, provided that the duties of such positions are consistent with Executive’s responsibilities in Executive’s principal position, which duties in the aggregate shall constitute Executive’s employment hereunder (“
Employment
”). Executive shall perform the services customarily associated with the aforementioned positions and as otherwise may be assigned to Executive from time to time by Chemical. Executive shall devote the majority of his business time to Chemical’s affairs and to his duties hereunder; provided, however, Executive may engage in civic and professional activities, service on boards of directors and similar activities, as long as such activities do not constitute a conflict of interest or impair Executive’s performance to Chemical. Executive shall perform his Employment duties diligently and to the best of his ability, in compliance with Chemical’s policies and procedures, and the laws and regulations that apply to Chemical’s business.
|
3.
|
Compensation and Benefits.
As compensation for the services to be rendered by Executive under this Agreement, Chemical shall provide Executive with the following compensation and benefits during the Employment Term:
|
If to Executive:
|
Brennan Ryan
|
If to Chemical:
|
Chemical Financial Corporation
|
|
/s/ Brennan Ryan
Brennan Ryan, Executive
Date: July 9, 2018
CHEMICAL FINANCIAL CORPORATION
By:
/s/ Thomas C. Shafer
Name: Thomas C. Shafer
Title: Vice Chairman
Date: July 9, 2018
CHEMICAL BANK
By:
/s/ Thomas C. Shafer
Name:Thomas C. Shafer
Title: President and CEO
Date: July 9, 2018
|
|
|
Subsidiaries
|
|
Ownership
Percentage
|
|
State or Other Jurisdiction
of Incorporation
|
|
|
|
|
|
|
|
Chemical Bank
|
|
(1)
|
|
Michigan
|
|
CFC Financial Services, Inc.
|
|
|
|
|
|
—
|
also operates under d/b/a
Chemical Financial Advisors
|
|
(2)
|
|
Michigan
|
CFC Title Services, Inc.
|
|
(1)
|
|
Michigan
|
|
CFC Capital, Inc.
|
|
(2)
|
|
Michigan
|
|
First of Huron Capital Trust I
|
|
(1)
|
|
Delaware
|
|
First Place Capital Trust
|
|
(1)
|
|
Delaware
|
|
First Place Capital Trust II
|
|
(1)
|
|
Delaware
|
|
First Place Capital Trust III
|
|
(1)
|
|
Delaware
|
|
InSite Capital, LLC
|
|
(1)
|
|
Michigan
|
|
Port Huron CDE, LLC
|
|
(2)
|
|
Michigan
|
|
|
|
|
|
|
(1)
|
100% owned by Chemical Financial Corporation.
|
(2)
|
100% owned by Chemical Bank.
|
Dated: December 3, 2018
|
/s/ James R. Fitterling
|
|
(signature)
|
|
|
|
James R. Fitterling
|
|
(type or print name)
|
Dated: December 24, 2018
|
/s/ Ronald A. Klein
|
|
(signature)
|
|
|
|
Ronald A. Klein
|
|
(type or print name)
|
Dated: December 1, 2018
|
/s/ Richard M. Lievense
|
|
(signature)
|
|
|
|
Richard M. Lievense
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ Barbara J. Mahone
|
|
(signature)
|
|
|
|
Barbara J. Mahone
|
|
(type or print name)
|
Dated: December 18, 2018
|
/s/ Barbara L. McQuade
|
|
(signature)
|
|
|
|
Barbara L. McQuade
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ John E. Pelizzari
|
|
(signature)
|
|
|
|
John E. Pelizzari
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ David T. Provost
|
|
(signature)
|
|
|
|
David T. Provost
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ Thomas C. Shafer
|
|
(signature)
|
|
|
|
Thomas C. Shafer
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ Larry D. Stauffer
|
|
(signature)
|
|
|
|
Larry D. Stauffer
|
|
(type or print name)
|
Dated: December 12, 2018
|
/s/ Jeffrey L. Tate
|
|
(signature)
|
|
|
|
Jeffrey L. Tate
|
|
(type or print name)
|
Dated: December 3, 2018
|
/s/ Gary Torgow
|
|
(signature)
|
|
|
|
Gary Torgow
|
|
(type or print name)
|
Dated: December 24, 2018
|
/s/ Arthur A. Weiss
|
|
(signature)
|
|
|
|
Arthur A. Weiss
|
|
(type or print name)
|
Dated: December 2, 2018
|
/s/ Franklin C. Wheatlake
|
|
(signature)
|
|
|
|
Franklin C. Wheatlake
|
|
(type or print name)
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
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
|
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:
|
February 28, 2019
|
/s/ David T. Provost
|
|
|
David T. Provost
Chief Executive Officer and President
Chemical Financial Corporation
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
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:
|
February 28, 2019
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
Executive Vice President and Chief Financial Officer
Chemical Financial Corporation
|
Dated:
|
February 28, 2019
|
/s/ David T. Provost
|
|
|
David T. Provost
Chief Executive Officer and President
|
|
|
|
Dated:
|
February 28, 2019
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
Executive Vice President and Chief Financial Officer
|
A signed original of this written statement required by Section 906 has been provided to Chemical Financial Corporation and will be retained by Chemical Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Common stock receivable of Chemical Financial Corporation, at fair value (50,178 shares at a cost of $2,666,108 at December 31, 2018 and 28,699 shares at a cost of $1,437,094 at December 31, 2017)
|
|
$
|
1,837,007
|
|
|
$
|
1,534,558
|
|
Total Assets
|
|
$
|
1,837,007
|
|
|
$
|
1,534,558
|
|
Plan Equity
|
|
|
|
|
||||
Plan equity (13 participants at December 31, 2018 and 20 participants at December 31, 2017)
|
|
$
|
1,837,007
|
|
|
$
|
1,534,558
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Additions:
|
|
|
|
|
|
|
||||||
Participant contributions
|
|
$
|
1,460,630
|
|
|
$
|
1,303,750
|
|
|
$
|
569,400
|
|
Dividend equivalents
|
|
57,084
|
|
|
21,793
|
|
|
67,788
|
|
|||
|
|
1,517,714
|
|
|
1,325,543
|
|
|
637,188
|
|
|||
|
|
|
|
|
|
|
||||||
Plan distributions
|
|
(334,512
|
)
|
|
—
|
|
|
(4,128,269
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net realized and unrealized (depreciation) appreciation in fair value of common stock receivable
|
|
(880,753
|
)
|
|
97,266
|
|
|
805,900
|
|
|||
Net increase (decrease)
|
|
302,449
|
|
|
1,422,809
|
|
|
(2,685,181
|
)
|
|||
Plan equity at beginning of period
|
|
1,534,558
|
|
|
111,749
|
|
|
2,796,930
|
|
|||
Plan equity at end of period
|
|
$
|
1,837,007
|
|
|
$
|
1,534,558
|
|
|
$
|
111,749
|
|