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[X]
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2016
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or
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[ ]
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________.
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Delaware
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36-3161078
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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One Pierce Place, Suite 1500
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Itasca, Illinois 60143-1254
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(Address of principal executive offices) (zip code)
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Registrant's telephone number, including area code:
(630) 875-7450
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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Part I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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March 31,
2016 |
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December 31,
2015 |
||||||||
Assets
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(Unaudited)
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||||||||
Cash and due from banks
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$
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135,049
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$
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114,587
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Interest-bearing deposits in other banks
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171,312
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266,615
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Trading securities, at fair value
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17,408
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16,894
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Securities available-for-sale, at fair value
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1,625,579
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1,306,636
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Securities held-to-maturity, at amortized cost
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21,051
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23,152
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Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost
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40,916
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39,306
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Loans
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7,822,555
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7,161,715
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Allowance for loan losses
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(77,150
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)
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(73,630
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)
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|||||||||
Net loans
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7,745,405
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7,088,085
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Other real estate owned ("OREO")
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29,649
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27,782
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|||||||||
Premises, furniture, and equipment, net
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141,323
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122,278
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Investment in bank-owned life insurance ("BOLI")
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218,873
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209,601
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Goodwill and other intangible assets
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369,979
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339,277
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Accrued interest receivable and other assets
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212,378
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178,463
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Total assets
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$
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10,728,922
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$
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9,732,676
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Liabilities
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Noninterest-bearing deposits
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$
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2,627,530
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$
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2,414,454
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Interest-bearing deposits
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6,153,288
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5,683,284
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Total deposits
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8,780,818
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8,097,738
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Borrowed funds
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387,411
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165,096
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Senior and subordinated debt
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201,293
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201,208
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Accrued interest payable and other liabilities
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134,835
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122,366
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Total liabilities
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9,504,357
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8,586,408
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Stockholders' Equity
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Common stock
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913
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882
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Additional paid-in capital
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493,153
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446,672
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Retained earnings
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964,250
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953,516
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Accumulated other comprehensive loss, net of tax
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(15,041
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)
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(28,389
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)
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|||||||||
Treasury stock, at cost
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(218,710
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)
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(226,413
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)
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|||||||||
Total stockholders' equity
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1,224,565
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1,146,268
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Total liabilities and stockholders' equity
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$
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10,728,922
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$
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9,732,676
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March 31, 2016
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December 31, 2015
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||||||||||||
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(Unaudited)
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Preferred
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Common
|
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Preferred
|
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Common
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||||||||
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Shares
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Shares
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Shares
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Shares
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||||||||
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Par value
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$
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—
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$
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0.01
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$
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—
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$
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0.01
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Shares authorized
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1,000
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150,000
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1,000
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150,000
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||||
Shares issued
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—
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91,274
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—
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88,228
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Shares outstanding
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—
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81,298
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—
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77,952
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Treasury shares
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—
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9,976
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—
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|
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10,276
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Quarters Ended
March 31, |
||||||
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2016
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2015
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||||
Interest Income
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Loans
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$
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78,455
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$
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73,397
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Investment securities
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8,558
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8,293
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Other short-term investments
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535
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|
779
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Total interest income
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87,548
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82,469
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Interest Expense
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Deposits
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2,385
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2,525
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Borrowed funds
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1,316
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18
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Senior and subordinated debt
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3,133
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3,144
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Total interest expense
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6,834
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5,687
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Net interest income
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80,714
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76,782
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Provision for loan losses
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7,593
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6,552
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Net interest income after provision for loan losses
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73,121
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70,230
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Noninterest Income
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Service charges on deposit accounts
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9,473
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9,271
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Wealth management fees
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7,559
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7,014
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Card-based fees
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6,718
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6,402
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Mortgage banking income
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1,368
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1,123
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Other service charges, commissions, and fees
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8,476
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|
|
4,831
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|
||
Net securities gains
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|
887
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|
512
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||
Other income
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1,445
|
|
|
1,948
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||
Total noninterest income
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35,926
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|
|
31,101
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Noninterest Expense
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Salaries and employee benefits
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44,594
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40,716
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Net occupancy and equipment expense
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9,697
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10,436
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Professional services
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5,920
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5,109
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Technology and related costs
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3,701
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|
|
3,687
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Net OREO expense
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664
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1,204
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Other expenses
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12,993
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11,505
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Acquisition and integration related expenses
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5,020
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|
|
—
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Total noninterest expense
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82,589
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72,657
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Income before income tax expense
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26,458
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28,674
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Income tax expense
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8,496
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|
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8,792
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Net income
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$
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17,962
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|
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$
|
19,882
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Per Common Share Data
|
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|
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Basic earnings per common share
|
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$
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0.23
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$
|
0.26
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Diluted earnings per common share
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$
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0.23
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$
|
0.26
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Dividends declared per common share
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$
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0.09
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$
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0.09
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Weighted-average common shares outstanding
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77,980
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|
|
76,918
|
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||
Weighted-average diluted common shares outstanding
|
|
77,992
|
|
|
76,930
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|
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|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
17,962
|
|
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$
|
19,882
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|
Securities available-for-sale
|
|
|
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|
||||
Unrealized holding gains:
|
|
|
|
|
||||
Before tax
|
|
18,873
|
|
|
6,312
|
|
||
Tax effect
|
|
(7,546
|
)
|
|
(2,528
|
)
|
||
Net of tax
|
|
11,327
|
|
|
3,784
|
|
||
Reclassification of net gains included in net income:
|
|
|
||||||
Before tax
|
|
887
|
|
|
512
|
|
||
Tax effect
|
|
(355
|
)
|
|
(209
|
)
|
||
Net of tax
|
|
532
|
|
|
303
|
|
||
Net unrealized holding gains
|
|
10,795
|
|
|
3,481
|
|
||
Derivative instruments
|
|
|
|
|
||||
Unrealized holding gains (losses):
|
|
|
|
|
||||
Before tax
|
|
4,275
|
|
|
(719
|
)
|
||
Tax effect
|
|
(1,722
|
)
|
|
288
|
|
||
Net of tax
|
|
2,553
|
|
|
(431
|
)
|
||
Total other comprehensive income
|
|
13,348
|
|
|
3,050
|
|
||
Total comprehensive income
|
|
$
|
31,310
|
|
|
$
|
22,932
|
|
|
|
Accumulated
Unrealized
Gain on
Securities
Available-
for-Sale
|
|
Accumulated Unrealized (Loss) Gain on Derivative Instruments
|
|
Unrecognized
Net Pension
Costs
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
||||||||
Balance at December 31, 2014
|
|
$
|
(2,950
|
)
|
|
$
|
(1,138
|
)
|
|
$
|
(11,767
|
)
|
|
$
|
(15,855
|
)
|
Other comprehensive income (loss)
|
|
3,481
|
|
|
(431
|
)
|
|
—
|
|
|
3,050
|
|
||||
Balance at March 31, 2015
|
|
$
|
531
|
|
|
$
|
(1,569
|
)
|
|
$
|
(11,767
|
)
|
|
$
|
(12,805
|
)
|
Balance at December 31, 2015
|
|
$
|
(10,271
|
)
|
|
$
|
(2,468
|
)
|
|
$
|
(15,650
|
)
|
|
$
|
(28,389
|
)
|
Other comprehensive income
|
|
10,795
|
|
|
2,553
|
|
|
—
|
|
|
13,348
|
|
||||
Balance at March 31, 2016
|
|
$
|
524
|
|
|
$
|
85
|
|
|
$
|
(15,650
|
)
|
|
$
|
(15,041
|
)
|
|
|
|
Common
Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
Balance at December 31, 2014
|
|
77,695
|
|
|
$
|
882
|
|
|
$
|
449,798
|
|
|
$
|
899,516
|
|
|
$
|
(15,855
|
)
|
|
$
|
(233,566
|
)
|
|
$
|
1,100,775
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,882
|
|
|
—
|
|
|
—
|
|
|
19,882
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,050
|
|
|
—
|
|
|
3,050
|
|
||||||
Common dividends declared
($0.09 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,011
|
)
|
|
—
|
|
|
—
|
|
|
(7,011
|
)
|
||||||
Restricted stock activity
|
|
264
|
|
|
—
|
|
|
(9,784
|
)
|
|
—
|
|
|
—
|
|
|
7,311
|
|
|
(2,473
|
)
|
||||||
Treasury stock issued to
benefit plans |
|
(2
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
52
|
|
|
27
|
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
||||||
Balance at March 31, 2015
|
|
77,957
|
|
|
$
|
882
|
|
|
$
|
441,689
|
|
|
$
|
912,387
|
|
|
$
|
(12,805
|
)
|
|
$
|
(226,203
|
)
|
|
$
|
1,115,950
|
|
Balance at December 31, 2015
|
|
77,952
|
|
|
$
|
882
|
|
|
$
|
446,672
|
|
|
$
|
953,516
|
|
|
$
|
(28,389
|
)
|
|
$
|
(226,413
|
)
|
|
$
|
1,146,268
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,962
|
|
|
—
|
|
|
—
|
|
|
17,962
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,348
|
|
|
—
|
|
|
13,348
|
|
||||||
Common dividends declared
($0.09 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,228
|
)
|
|
—
|
|
|
—
|
|
|
(7,228
|
)
|
||||||
Acquisition, net of issuance costs
|
|
3,042
|
|
|
31
|
|
|
54,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,896
|
|
||||||
Common stock issued
|
|
4
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Restricted stock activity
|
|
303
|
|
|
—
|
|
|
(10,282
|
)
|
|
—
|
|
|
—
|
|
|
7,736
|
|
|
(2,546
|
)
|
||||||
Treasury stock issued to
benefit plans
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,839
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,839
|
|
||||||
Balance at March 31, 2016
|
|
81,298
|
|
|
$
|
913
|
|
|
$
|
493,153
|
|
|
$
|
964,250
|
|
|
$
|
(15,041
|
)
|
|
$
|
(218,710
|
)
|
|
$
|
1,224,565
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
|
$
|
9,934
|
|
|
$
|
34,750
|
|
Investing Activities
|
|
|
|
|
||||
Proceeds from maturities, repayments, and calls of securities available-for-sale
|
|
68,235
|
|
|
58,236
|
|
||
Proceeds from sales of securities available-for-sale
|
|
31,453
|
|
|
36,193
|
|
||
Purchases of securities available-for-sale
|
|
(276,265
|
)
|
|
(53,974
|
)
|
||
Proceeds from maturities, repayments, and calls of securities held-to-maturity
|
|
3,973
|
|
|
1,720
|
|
||
Purchases of securities held-to-maturity
|
|
(8
|
)
|
|
(1,026
|
)
|
||
Net purchases of FHLB stock
|
|
(61
|
)
|
|
(1,190
|
)
|
||
Net increase in loans
|
|
(268,179
|
)
|
|
(75,795
|
)
|
||
Proceeds from claims on BOLI, net of premiums paid
|
|
(22
|
)
|
|
191
|
|
||
Proceeds from sales of OREO
|
|
1,640
|
|
|
2,708
|
|
||
Proceeds from sales of premises, furniture, and equipment
|
|
675
|
|
|
195
|
|
||
Purchases of premises, furniture, and equipment
|
|
(2,921
|
)
|
|
(1,215
|
)
|
||
Net cash received from acquisitions
|
|
57,347
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(384,133
|
)
|
|
(33,957
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Net increase in deposit accounts
|
|
88,159
|
|
|
26,921
|
|
||
Net increase (decrease) in borrowed funds
|
|
219,899
|
|
|
(6,794
|
)
|
||
Cash dividends paid
|
|
(6,885
|
)
|
|
(6,218
|
)
|
||
Restricted stock activity
|
|
(2,113
|
)
|
|
(2,700
|
)
|
||
Excess tax benefit related to share-based compensation
|
|
298
|
|
|
793
|
|
||
Net cash provided by financing activities
|
|
299,358
|
|
|
12,002
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(74,841
|
)
|
|
12,795
|
|
||
Cash and cash equivalents at beginning of period
|
|
381,202
|
|
|
606,262
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
306,361
|
|
|
$
|
619,057
|
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
||||
Income taxes paid
|
|
$
|
2,421
|
|
|
$
|
3,096
|
|
Interest paid to depositors and creditors
|
|
3,563
|
|
|
2,862
|
|
||
Dividends declared, but unpaid
|
|
7,593
|
|
|
7,011
|
|
||
Common stock issued for acquisitions, net of issuance costs
|
|
54,896
|
|
|
—
|
|
||
Non-cash transfers of loans to OREO
|
|
942
|
|
|
1,038
|
|
||
Non-cash transfer of loans held-for-investment to loans held-for-sale
|
|
25,125
|
|
|
4,200
|
|
|
•
|
Changes in the composition of the loan portfolio, trends in the volume of loans, and trends in delinquent and non-accrual loans that could indicate that historical trends do not reflect current conditions.
|
•
|
Changes in credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices.
|
•
|
Changes in the experience, ability, and depth of credit management and other relevant staff.
|
•
|
Changes in the quality of the Company's loan review system and Board of Directors oversight.
|
•
|
The effect of any concentration of credit and changes in the level of concentrations, such as loan type or risk rating.
|
•
|
Changes in the value of the underlying collateral for collateral-dependent loans.
|
•
|
Changes in the national and local economy that affect the collectability of various segments of the portfolio.
|
•
|
The effect of other external factors, such as competition and legal and regulatory requirements, on the Company's loan portfolio.
|
|
|
NI Bancshares
|
|
Peoples
|
||||
|
|
March 8, 2016
|
|
December 3, 2015
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks and interest-bearing deposits in other banks
|
|
$
|
72,533
|
|
|
$
|
781
|
|
Securities available-for-sale
|
|
125,843
|
|
|
41,492
|
|
||
Securities held-to-maturity
|
|
1,864
|
|
|
—
|
|
||
FHLB and FRB stock
|
|
1,549
|
|
|
558
|
|
||
Loans
|
|
397,018
|
|
|
53,917
|
|
||
OREO
|
|
2,863
|
|
|
515
|
|
||
Investment in BOLI
|
|
8,384
|
|
|
—
|
|
||
Goodwill
|
|
20,762
|
|
|
7,544
|
|
||
Other intangible assets
|
|
10,925
|
|
|
580
|
|
||
Premises, furniture, and equipment
|
|
20,019
|
|
|
2,215
|
|
||
Accrued interest receivable and other assets
|
|
16,004
|
|
|
2,911
|
|
||
Total assets
|
|
$
|
677,764
|
|
|
$
|
110,513
|
|
Liabilities
|
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$
|
130,909
|
|
|
$
|
15,869
|
|
Interest-bearing deposits
|
|
464,012
|
|
|
75,944
|
|
||
Total deposits
|
|
594,921
|
|
|
91,813
|
|
||
Borrowed funds
|
|
2,416
|
|
|
1,200
|
|
||
Intangible liabilities
|
|
230
|
|
|
—
|
|
||
Accrued interest payable and other liabilities
|
|
10,115
|
|
|
672
|
|
||
Total liabilities
|
|
607,682
|
|
|
93,685
|
|
||
Consideration Paid
|
|
|
|
|
||||
Common stock (2016 - 3,042,494 shares issued at $18.059 per share), net of
$48,000 in issuance costs
|
|
54,896
|
|
|
—
|
|
||
Cash paid
|
|
15,186
|
|
|
16,828
|
|
||
Total consideration paid
|
|
70,082
|
|
|
16,828
|
|
||
|
|
$
|
677,764
|
|
|
$
|
110,513
|
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized
|
|
Fair
Value
|
|
Amortized Cost
|
|
Gross Unrealized
|
|
Fair
Value
|
||||||||||||||||||||
|
|
|
Gains
|
|
Losses
|
|
|
|
Gains
|
|
Losses
|
|
||||||||||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. treasury securities
|
|
$
|
32,548
|
|
|
$
|
230
|
|
|
$
|
(6
|
)
|
|
$
|
32,772
|
|
|
$
|
17,000
|
|
|
$
|
15
|
|
|
$
|
(35
|
)
|
|
$
|
16,980
|
|
U.S. agency securities
|
|
178,745
|
|
|
1,852
|
|
|
(42
|
)
|
|
180,555
|
|
|
86,461
|
|
|
351
|
|
|
(169
|
)
|
|
86,643
|
|
||||||||
Collateralized mortgage
obligations ("CMOs")
|
|
805,533
|
|
|
8,113
|
|
|
(1,974
|
)
|
|
811,672
|
|
|
695,198
|
|
|
1,072
|
|
|
(9,085
|
)
|
|
687,185
|
|
||||||||
Other mortgage-backed
securities ("MBSs")
|
|
235,287
|
|
|
3,466
|
|
|
(114
|
)
|
|
238,639
|
|
|
152,481
|
|
|
1,920
|
|
|
(871
|
)
|
|
153,530
|
|
||||||||
Municipal securities
|
|
321,485
|
|
|
6,684
|
|
|
(159
|
)
|
|
328,010
|
|
|
321,437
|
|
|
6,443
|
|
|
(310
|
)
|
|
327,570
|
|
||||||||
Trust-preferred
collateralized debt
obligations ("CDOs")
|
|
48,301
|
|
|
44
|
|
|
(17,588
|
)
|
|
30,757
|
|
|
48,287
|
|
|
34
|
|
|
(16,792
|
)
|
|
31,529
|
|
||||||||
Equity securities
|
|
3,204
|
|
|
107
|
|
|
(137
|
)
|
|
3,174
|
|
|
3,282
|
|
|
86
|
|
|
(169
|
)
|
|
3,199
|
|
||||||||
Total securities
available-for-sale
|
|
$
|
1,625,103
|
|
|
$
|
20,496
|
|
|
$
|
(20,020
|
)
|
|
$
|
1,625,579
|
|
|
$
|
1,324,146
|
|
|
$
|
9,921
|
|
|
$
|
(27,431
|
)
|
|
$
|
1,306,636
|
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Municipal securities
|
|
$
|
21,051
|
|
|
$
|
—
|
|
|
$
|
(3,548
|
)
|
|
$
|
17,503
|
|
|
$
|
23,152
|
|
|
$
|
—
|
|
|
$
|
(3,098
|
)
|
|
$
|
20,054
|
|
Trading Securities
|
|
|
|
|
|
|
|
$
|
17,408
|
|
|
|
|
|
|
|
|
$
|
16,894
|
|
|
|
As of March 31, 2016
|
||||||||||||||
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
One year or less
|
|
$
|
84,634
|
|
|
$
|
83,325
|
|
|
$
|
3,205
|
|
|
$
|
2,665
|
|
After one year to five years
|
|
444,106
|
|
|
437,239
|
|
|
7,038
|
|
|
5,852
|
|
||||
After five years to ten years
|
|
4,038
|
|
|
3,976
|
|
|
3,131
|
|
|
2,603
|
|
||||
After ten years
|
|
48,301
|
|
|
47,554
|
|
|
7,677
|
|
|
6,383
|
|
||||
Securities that do not have a single contractual maturity date
|
|
1,044,024
|
|
|
1,053,485
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
1,625,103
|
|
|
$
|
1,625,579
|
|
|
$
|
21,051
|
|
|
$
|
17,503
|
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Gains on sales of securities:
|
|
|
|
|
||||
Gross realized gains
|
|
$
|
930
|
|
|
$
|
650
|
|
Gross realized losses
|
|
(43
|
)
|
|
(138
|
)
|
||
Net realized gains on sales of securities
|
|
887
|
|
|
512
|
|
||
Non-cash impairment charges:
|
|
|
|
|
||||
Other-than-temporary securities impairment ("OTTI")
|
|
—
|
|
|
—
|
|
||
Net realized gains
|
|
$
|
887
|
|
|
$
|
512
|
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
23,709
|
|
|
$
|
23,880
|
|
OTTI included in earnings
(1)
:
|
|
|
|
|
||||
Reduction for sales of securities
(2)
|
|
—
|
|
|
(171
|
)
|
||
Ending balance
|
|
$
|
23,709
|
|
|
$
|
23,709
|
|
(1)
|
Included in net securities gains in the Condensed Consolidated Statements of Income.
|
(2)
|
This reduction was driven by the sale of
one
CMO with a carrying value of
$1.3 million
during the quarter ended March 31, 2015.
|
|
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||
|
|
Number of
Securities
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. treasury securities
|
|
2
|
|
|
$
|
3,995
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,995
|
|
|
$
|
6
|
|
U.S. agency securities
|
|
6
|
|
|
20,804
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
20,804
|
|
|
42
|
|
||||||
CMOs
|
|
47
|
|
|
22,710
|
|
|
62
|
|
|
146,426
|
|
|
1,912
|
|
|
169,136
|
|
|
1,974
|
|
||||||
MBSs
|
|
9
|
|
|
9,927
|
|
|
66
|
|
|
7,292
|
|
|
48
|
|
|
17,219
|
|
|
114
|
|
||||||
Municipal securities
|
|
48
|
|
|
15,634
|
|
|
129
|
|
|
6,640
|
|
|
30
|
|
|
22,274
|
|
|
159
|
|
||||||
CDOs
|
|
8
|
|
|
6,623
|
|
|
1,708
|
|
|
22,272
|
|
|
15,880
|
|
|
28,895
|
|
|
17,588
|
|
||||||
Equity securities
|
|
2
|
|
|
485
|
|
|
120
|
|
|
2,350
|
|
|
17
|
|
|
2,835
|
|
|
137
|
|
||||||
Total
|
|
122
|
|
|
$
|
80,178
|
|
|
$
|
2,133
|
|
|
$
|
184,980
|
|
|
$
|
17,887
|
|
|
$
|
265,158
|
|
|
$
|
20,020
|
|
Securities Held-To-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Municipal securities
|
|
16
|
|
|
$
|
17,503
|
|
|
$
|
3,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,503
|
|
|
$
|
3,548
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. treasury securities
|
|
4
|
|
|
$
|
7,946
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,946
|
|
|
$
|
35
|
|
U.S. agency securities
|
|
10
|
|
|
30,620
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
30,620
|
|
|
169
|
|
||||||
CMOs
|
|
133
|
|
|
309,787
|
|
|
3,110
|
|
|
257,362
|
|
|
5,975
|
|
|
567,149
|
|
|
9,085
|
|
||||||
MBSs
|
|
27
|
|
|
63,028
|
|
|
427
|
|
|
31,980
|
|
|
444
|
|
|
95,008
|
|
|
871
|
|
||||||
Municipal securities
|
|
68
|
|
|
8,135
|
|
|
65
|
|
|
24,227
|
|
|
245
|
|
|
32,362
|
|
|
310
|
|
||||||
CDOs
|
|
8
|
|
|
8,034
|
|
|
971
|
|
|
21,642
|
|
|
15,821
|
|
|
29,676
|
|
|
16,792
|
|
||||||
Equity securities
|
|
2
|
|
|
485
|
|
|
120
|
|
|
2,305
|
|
|
49
|
|
|
2,790
|
|
|
169
|
|
||||||
Total
|
|
252
|
|
|
$
|
428,035
|
|
|
$
|
4,897
|
|
|
$
|
337,516
|
|
|
$
|
22,534
|
|
|
$
|
765,551
|
|
|
$
|
27,431
|
|
Securities Held-To-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Municipal securities
|
|
19
|
|
|
$
|
20,054
|
|
|
$
|
3,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,054
|
|
|
$
|
3,098
|
|
|
|
As of
|
||||||
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Commercial and industrial
|
|
$
|
2,634,391
|
|
|
$
|
2,524,726
|
|
Agricultural
|
|
422,231
|
|
|
387,440
|
|
||
Commercial real estate:
|
|
|
|
|
||||
Office, retail, and industrial
|
|
1,566,395
|
|
|
1,395,454
|
|
||
Multi-family
|
|
562,065
|
|
|
528,324
|
|
||
Construction
|
|
260,743
|
|
|
216,882
|
|
||
Other commercial real estate
|
|
1,060,302
|
|
|
931,190
|
|
||
Total commercial real estate
|
|
3,449,505
|
|
|
3,071,850
|
|
||
Total corporate loans
|
|
6,506,127
|
|
|
5,984,016
|
|
||
Home equity
|
|
683,171
|
|
|
653,468
|
|
||
1-4 family mortgages
|
|
390,887
|
|
|
355,854
|
|
||
Installment
|
|
213,979
|
|
|
137,602
|
|
||
Total consumer loans
|
|
1,288,037
|
|
|
1,146,924
|
|
||
Covered loans
|
|
28,391
|
|
|
30,775
|
|
||
Total loans
|
|
$
|
7,822,555
|
|
|
$
|
7,161,715
|
|
Deferred loan fees included in total loans
|
|
$
|
4,379
|
|
|
$
|
5,191
|
|
Overdrawn demand deposits included in total loans
|
|
2,858
|
|
|
2,810
|
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Corporate loan sales
|
|
|
|
|
||||
Proceeds from sales
|
|
$
|
9,588
|
|
|
$
|
5,285
|
|
Less book value of loans sold
|
|
9,130
|
|
|
5,145
|
|
||
Net gains on sales of corporate loans
(1)
|
|
458
|
|
|
140
|
|
||
1-4 family mortgage loan sales
|
|
|
|
|
||||
Proceeds from sales
|
|
39,507
|
|
|
35,582
|
|
||
Less book value of loans sold
|
|
38,680
|
|
|
34,496
|
|
||
Net gains on sales of 1-4 family mortgages
(2)
|
|
827
|
|
|
1,086
|
|
||
Total net gains on loan sales
|
|
$
|
1,285
|
|
|
$
|
1,226
|
|
(1)
|
Net gains on sales of corporate loans are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.
|
(2)
|
Net gains on sales of 1-4 family mortgages are included in mortgage banking income in the Condensed Consolidated Statements of Income.
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
|
PCI
|
|
Non-PCI
|
|
Total
|
|
PCI
|
|
Non-PCI
|
|
Total
|
||||||||||||
Acquired loans
|
|
$
|
71,944
|
|
|
$
|
875,684
|
|
|
$
|
947,628
|
|
|
$
|
50,286
|
|
|
$
|
534,506
|
|
|
$
|
584,792
|
|
Covered loans
|
|
9,732
|
|
|
18,659
|
|
|
28,391
|
|
|
9,919
|
|
|
20,856
|
|
|
30,775
|
|
||||||
Total acquired and covered loans
|
|
$
|
81,676
|
|
|
$
|
894,343
|
|
|
$
|
976,019
|
|
|
$
|
60,205
|
|
|
$
|
555,362
|
|
|
$
|
615,567
|
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
3,903
|
|
|
$
|
8,452
|
|
Amortization
|
|
(280
|
)
|
|
(458
|
)
|
||
Change in expected reimbursements from the FDIC for changes in expected credit losses
|
|
216
|
|
|
934
|
|
||
Net payments to (from) the FDIC
|
|
1,841
|
|
|
(388
|
)
|
||
Ending balance
|
|
$
|
5,680
|
|
|
$
|
8,540
|
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Beginning balances
|
|
$
|
24,912
|
|
|
$
|
28,244
|
|
Additions
|
|
3,981
|
|
|
—
|
|
||
Accretion
|
|
(1,546
|
)
|
|
(2,663
|
)
|
||
Other
(1)
|
|
(89
|
)
|
|
839
|
|
||
Ending balance
|
|
$
|
27,258
|
|
|
$
|
26,420
|
|
(1)
|
Decreases result from the resolution of certain loans occurring earlier than anticipated while increases represent a rise in the expected future cash flows to be collected over the remaining estimated life of the underlying portfolio.
|
|
|
Aging Analysis (Accruing and Non-accrual)
|
|
|
Non-performing Loans
|
||||||||||||||||||||||||
|
|
Current
|
|
30-89 Days
Past Due
|
|
90 Days or
More Past
Due
|
|
Total
Past Due
|
|
Total
Loans
|
|
|
Non-
accrual
Loans
|
|
90 Days Past Due Loans, Still Accruing Interest
|
||||||||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
2,622,308
|
|
|
$
|
9,288
|
|
|
$
|
2,795
|
|
|
$
|
12,083
|
|
|
$
|
2,634,391
|
|
|
|
$
|
5,364
|
|
|
$
|
561
|
|
Agricultural
|
|
421,730
|
|
|
228
|
|
|
273
|
|
|
501
|
|
|
422,231
|
|
|
|
295
|
|
|
—
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Office, retail, and industrial
|
|
1,552,465
|
|
|
9,375
|
|
|
4,555
|
|
|
13,930
|
|
|
1,566,395
|
|
|
|
10,910
|
|
|
219
|
|
|||||||
Multi-family
|
|
557,740
|
|
|
3,751
|
|
|
574
|
|
|
4,325
|
|
|
562,065
|
|
|
|
410
|
|
|
346
|
|
|||||||
Construction
|
|
258,615
|
|
|
1,749
|
|
|
379
|
|
|
2,128
|
|
|
260,743
|
|
|
|
778
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
1,050,707
|
|
|
2,623
|
|
|
6,972
|
|
|
9,595
|
|
|
1,060,302
|
|
|
|
5,555
|
|
|
3,382
|
|
|||||||
Total commercial real
estate
|
|
3,419,527
|
|
|
17,498
|
|
|
12,480
|
|
|
29,978
|
|
|
3,449,505
|
|
|
|
17,653
|
|
|
3,947
|
|
|||||||
Total corporate loans
|
|
6,463,565
|
|
|
27,014
|
|
|
15,548
|
|
|
42,562
|
|
|
6,506,127
|
|
|
|
23,312
|
|
|
4,508
|
|
|||||||
Home equity
|
|
678,013
|
|
|
3,075
|
|
|
2,083
|
|
|
5,158
|
|
|
683,171
|
|
|
|
4,635
|
|
|
261
|
|
|||||||
1-4 family mortgages
|
|
386,624
|
|
|
2,566
|
|
|
1,697
|
|
|
4,263
|
|
|
390,887
|
|
|
|
3,436
|
|
|
272
|
|
|||||||
Installment
|
|
212,242
|
|
|
1,295
|
|
|
442
|
|
|
1,737
|
|
|
213,979
|
|
|
|
—
|
|
|
442
|
|
|||||||
Total consumer loans
|
|
1,276,879
|
|
|
6,936
|
|
|
4,222
|
|
|
11,158
|
|
|
1,288,037
|
|
|
|
8,071
|
|
|
975
|
|
|||||||
Covered loans
|
|
27,380
|
|
|
316
|
|
|
695
|
|
|
1,011
|
|
|
28,391
|
|
|
|
507
|
|
|
352
|
|
|||||||
Total loans
|
|
$
|
7,767,824
|
|
|
$
|
34,266
|
|
|
$
|
20,465
|
|
|
$
|
54,731
|
|
|
$
|
7,822,555
|
|
|
|
$
|
31,890
|
|
|
$
|
5,835
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
2,516,197
|
|
|
$
|
4,956
|
|
|
$
|
3,573
|
|
|
$
|
8,529
|
|
|
$
|
2,524,726
|
|
|
|
$
|
5,587
|
|
|
$
|
857
|
|
Agricultural
|
|
387,109
|
|
|
245
|
|
|
86
|
|
|
331
|
|
|
387,440
|
|
|
|
355
|
|
|
—
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Office, retail, and industrial
|
|
1,386,383
|
|
|
2,647
|
|
|
6,424
|
|
|
9,071
|
|
|
1,395,454
|
|
|
|
6,875
|
|
|
4
|
|
|||||||
Multi-family
|
|
526,625
|
|
|
541
|
|
|
1,158
|
|
|
1,699
|
|
|
528,324
|
|
|
|
796
|
|
|
548
|
|
|||||||
Construction
|
|
216,377
|
|
|
—
|
|
|
505
|
|
|
505
|
|
|
216,882
|
|
|
|
905
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
922,531
|
|
|
3,575
|
|
|
5,084
|
|
|
8,659
|
|
|
931,190
|
|
|
|
5,611
|
|
|
661
|
|
|||||||
Total commercial real
estate
|
|
3,051,916
|
|
|
6,763
|
|
|
13,171
|
|
|
19,934
|
|
|
3,071,850
|
|
|
|
14,187
|
|
|
1,213
|
|
|||||||
Total corporate loans
|
|
5,955,222
|
|
|
11,964
|
|
|
16,830
|
|
|
28,794
|
|
|
5,984,016
|
|
|
|
20,129
|
|
|
2,070
|
|
|||||||
Home equity
|
|
647,175
|
|
|
3,247
|
|
|
3,046
|
|
|
6,293
|
|
|
653,468
|
|
|
|
5,310
|
|
|
216
|
|
|||||||
1-4 family mortgages
|
|
350,980
|
|
|
2,680
|
|
|
2,194
|
|
|
4,874
|
|
|
355,854
|
|
|
|
3,416
|
|
|
528
|
|
|||||||
Installment
|
|
136,780
|
|
|
753
|
|
|
69
|
|
|
822
|
|
|
137,602
|
|
|
|
20
|
|
|
69
|
|
|||||||
Total consumer loans
|
|
1,134,935
|
|
|
6,680
|
|
|
5,309
|
|
|
11,989
|
|
|
1,146,924
|
|
|
|
8,746
|
|
|
813
|
|
|||||||
Covered loans
|
|
29,808
|
|
|
405
|
|
|
562
|
|
|
967
|
|
|
30,775
|
|
|
|
555
|
|
|
174
|
|
|||||||
Total loans
|
|
$
|
7,119,965
|
|
|
$
|
19,049
|
|
|
$
|
22,701
|
|
|
$
|
41,750
|
|
|
$
|
7,161,715
|
|
|
|
$
|
29,430
|
|
|
$
|
3,057
|
|
|
|
Commercial,
Industrial,
and
Agricultural
|
|
Office,
Retail, and
Industrial
|
|
Multi-
family
|
|
Construction
|
|
Other
Commercial
Real Estate
|
|
Consumer
|
|
Covered
Loans
|
|
Reserve for
Unfunded
Commitments
|
|
Total
Allowance
|
||||||||||||||||||
Quarter ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
|
$
|
37,074
|
|
|
$
|
13,116
|
|
|
$
|
2,462
|
|
|
$
|
1,440
|
|
|
$
|
6,088
|
|
|
$
|
11,812
|
|
|
$
|
1,638
|
|
|
$
|
1,225
|
|
|
$
|
74,855
|
|
Charge-offs
|
|
(1,898
|
)
|
|
(524
|
)
|
|
(204
|
)
|
|
(126
|
)
|
|
(1,445
|
)
|
|
(992
|
)
|
|
—
|
|
|
—
|
|
|
(5,189
|
)
|
|||||||||
Recoveries
|
|
502
|
|
|
103
|
|
|
25
|
|
|
15
|
|
|
151
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|||||||||
Net charge-offs
|
|
(1,396
|
)
|
|
(421
|
)
|
|
(179
|
)
|
|
(111
|
)
|
|
(1,294
|
)
|
|
(672
|
)
|
|
—
|
|
|
—
|
|
|
(4,073
|
)
|
|||||||||
Provision for loan
losses and other
|
|
2,058
|
|
|
1,717
|
|
|
257
|
|
|
1,104
|
|
|
1,773
|
|
|
754
|
|
|
(70
|
)
|
|
—
|
|
|
7,593
|
|
|||||||||
Ending balance
|
|
$
|
37,736
|
|
|
$
|
14,412
|
|
|
$
|
2,540
|
|
|
$
|
2,433
|
|
|
$
|
6,567
|
|
|
$
|
11,894
|
|
|
$
|
1,568
|
|
|
$
|
1,225
|
|
|
$
|
78,375
|
|
Quarter ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
|
$
|
29,458
|
|
|
$
|
10,992
|
|
|
$
|
2,249
|
|
|
$
|
2,297
|
|
|
$
|
8,327
|
|
|
$
|
12,145
|
|
|
$
|
7,226
|
|
|
$
|
1,816
|
|
|
$
|
74,510
|
|
Charge-offs
|
|
(7,449
|
)
|
|
(156
|
)
|
|
(28
|
)
|
|
—
|
|
|
(1,317
|
)
|
|
(800
|
)
|
|
(303
|
)
|
|
—
|
|
|
(10,053
|
)
|
|||||||||
Recoveries
|
|
792
|
|
|
322
|
|
|
4
|
|
|
17
|
|
|
266
|
|
|
321
|
|
|
75
|
|
|
—
|
|
|
1,797
|
|
|||||||||
Net charge-offs
|
|
(6,657
|
)
|
|
166
|
|
|
(24
|
)
|
|
17
|
|
|
(1,051
|
)
|
|
(479
|
)
|
|
(228
|
)
|
|
—
|
|
|
(8,256
|
)
|
|||||||||
Provision for loan
losses and other
|
|
9,295
|
|
|
(327
|
)
|
|
130
|
|
|
(238
|
)
|
|
(978
|
)
|
|
(11
|
)
|
|
(1,319
|
)
|
|
—
|
|
|
6,552
|
|
|||||||||
Ending balance
|
|
$
|
32,096
|
|
|
$
|
10,831
|
|
|
$
|
2,355
|
|
|
$
|
2,076
|
|
|
$
|
6,298
|
|
|
$
|
11,655
|
|
|
$
|
5,679
|
|
|
$
|
1,816
|
|
|
$
|
72,806
|
|
|
|
Loans
|
|
Allowance for Credit Losses
|
||||||||||||||||||||||||||||
|
|
Individually
Evaluated
for
Impairment
|
|
Collectively
Evaluated
for
Impairment
|
|
PCI
|
|
Total
|
|
Individually
Evaluated
for
Impairment
|
|
Collectively
Evaluated
for
Impairment
|
|
PCI
|
|
Total
|
||||||||||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial, industrial, and
agricultural
|
|
$
|
2,717
|
|
|
$
|
3,042,504
|
|
|
$
|
11,401
|
|
|
$
|
3,056,622
|
|
|
$
|
852
|
|
|
$
|
36,089
|
|
|
$
|
795
|
|
|
$
|
37,736
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Office, retail, and industrial
|
|
9,683
|
|
|
1,543,068
|
|
|
13,644
|
|
|
1,566,395
|
|
|
1,783
|
|
|
11,061
|
|
|
1,568
|
|
|
14,412
|
|
||||||||
Multi-family
|
|
402
|
|
|
548,891
|
|
|
12,772
|
|
|
562,065
|
|
|
—
|
|
|
2,443
|
|
|
97
|
|
|
2,540
|
|
||||||||
Construction
|
|
34
|
|
|
255,249
|
|
|
5,460
|
|
|
260,743
|
|
|
—
|
|
|
2,126
|
|
|
307
|
|
|
2,433
|
|
||||||||
Other commercial real estate
|
|
3,972
|
|
|
1,039,822
|
|
|
16,508
|
|
|
1,060,302
|
|
|
—
|
|
|
5,882
|
|
|
685
|
|
|
6,567
|
|
||||||||
Total commercial real estate
|
|
14,091
|
|
|
3,387,030
|
|
|
48,384
|
|
|
3,449,505
|
|
|
1,783
|
|
|
21,512
|
|
|
2,657
|
|
|
25,952
|
|
||||||||
Total corporate loans
|
|
16,808
|
|
|
6,429,534
|
|
|
59,785
|
|
|
6,506,127
|
|
|
2,635
|
|
|
57,601
|
|
|
3,452
|
|
|
63,688
|
|
||||||||
Consumer
|
|
—
|
|
|
1,275,878
|
|
|
12,159
|
|
|
1,288,037
|
|
|
—
|
|
|
11,504
|
|
|
390
|
|
|
11,894
|
|
||||||||
Covered loans
|
|
—
|
|
|
18,659
|
|
|
9,732
|
|
|
28,391
|
|
|
—
|
|
|
192
|
|
|
1,376
|
|
|
1,568
|
|
||||||||
Reserve for unfunded
commitments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,225
|
|
|
—
|
|
|
1,225
|
|
||||||||
Total loans
|
|
$
|
16,808
|
|
|
$
|
7,724,071
|
|
|
$
|
81,676
|
|
|
$
|
7,822,555
|
|
|
$
|
2,635
|
|
|
$
|
70,522
|
|
|
$
|
5,218
|
|
|
$
|
78,375
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial, industrial, and
agricultural
|
|
$
|
2,871
|
|
|
$
|
2,902,361
|
|
|
$
|
6,934
|
|
|
$
|
2,912,166
|
|
|
$
|
883
|
|
|
$
|
35,378
|
|
|
$
|
813
|
|
|
$
|
37,074
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Office, retail, and industrial
|
|
6,162
|
|
|
1,376,789
|
|
|
12,503
|
|
|
1,395,454
|
|
|
715
|
|
|
10,833
|
|
|
1,568
|
|
|
13,116
|
|
||||||||
Multi-family
|
|
800
|
|
|
526,037
|
|
|
1,487
|
|
|
528,324
|
|
|
—
|
|
|
2,367
|
|
|
95
|
|
|
2,462
|
|
||||||||
Construction
|
|
178
|
|
|
212,671
|
|
|
4,033
|
|
|
216,882
|
|
|
—
|
|
|
1,160
|
|
|
280
|
|
|
1,440
|
|
||||||||
Other commercial real estate
|
|
3,665
|
|
|
913,161
|
|
|
14,364
|
|
|
931,190
|
|
|
—
|
|
|
5,367
|
|
|
721
|
|
|
6,088
|
|
||||||||
Total commercial real estate
|
|
10,805
|
|
|
3,028,658
|
|
|
32,387
|
|
|
3,071,850
|
|
|
715
|
|
|
19,727
|
|
|
2,664
|
|
|
23,106
|
|
||||||||
Total corporate loans
|
|
13,676
|
|
|
5,931,019
|
|
|
39,321
|
|
|
5,984,016
|
|
|
1,598
|
|
|
55,105
|
|
|
3,477
|
|
|
60,180
|
|
||||||||
Consumer
|
|
—
|
|
|
1,135,959
|
|
|
10,965
|
|
|
1,146,924
|
|
|
—
|
|
|
11,425
|
|
|
387
|
|
|
11,812
|
|
||||||||
Covered loans
|
|
—
|
|
|
20,856
|
|
|
9,919
|
|
|
30,775
|
|
|
—
|
|
|
248
|
|
|
1,390
|
|
|
1,638
|
|
||||||||
Reserve for unfunded
commitments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,225
|
|
|
—
|
|
|
1,225
|
|
||||||||
Total loans
|
|
$
|
13,676
|
|
|
$
|
7,087,834
|
|
|
$
|
60,205
|
|
|
$
|
7,161,715
|
|
|
$
|
1,598
|
|
|
$
|
68,003
|
|
|
$
|
5,254
|
|
|
$
|
74,855
|
|
|
|
As of March 31, 2016
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
|
|
Recorded Investment In
|
|
|
|
|
Recorded Investment In
|
|
|
||||||||||||||||||||||||
|
|
Loans with
No Specific
Reserve
|
|
Loans with
a Specific
Reserve
|
|
Unpaid
Principal
Balance
|
|
Specific
Reserve
|
|
|
Loans with
No Specific
Reserve
|
|
Loans with
a Specific
Reserve
|
|
Unpaid
Principal
Balance
|
|
Specific
Reserve
|
||||||||||||||||
Commercial and industrial
|
|
$
|
1,561
|
|
|
$
|
1,156
|
|
|
$
|
4,240
|
|
|
$
|
852
|
|
|
|
$
|
1,673
|
|
|
$
|
1,198
|
|
|
$
|
4,592
|
|
|
$
|
883
|
|
Agricultural
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Office, retail, and industrial
|
|
3,168
|
|
|
6,515
|
|
|
14,837
|
|
|
1,783
|
|
|
|
4,654
|
|
|
1,508
|
|
|
12,083
|
|
|
715
|
|
||||||||
Multi-family
|
|
402
|
|
|
—
|
|
|
402
|
|
|
—
|
|
|
|
800
|
|
|
—
|
|
|
941
|
|
|
—
|
|
||||||||
Construction
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
|
178
|
|
|
—
|
|
|
299
|
|
|
—
|
|
||||||||
Other commercial real estate
|
|
3,972
|
|
|
—
|
|
|
5,640
|
|
|
—
|
|
|
|
3,665
|
|
|
—
|
|
|
4,403
|
|
|
—
|
|
||||||||
Total commercial real estate
|
|
7,576
|
|
|
6,515
|
|
|
20,913
|
|
|
1,783
|
|
|
|
9,297
|
|
|
1,508
|
|
|
17,726
|
|
|
715
|
|
||||||||
Total impaired loans
individually evaluated
for impairment
|
|
$
|
9,137
|
|
|
$
|
7,671
|
|
|
$
|
25,153
|
|
|
$
|
2,635
|
|
|
|
$
|
10,970
|
|
|
$
|
2,706
|
|
|
$
|
22,318
|
|
|
$
|
1,598
|
|
|
|
Quarters Ended March 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Average
Recorded
Balance
|
|
Interest
Income
Recognized
(1)
|
|
Average
Recorded
Balance
|
|
Interest
Income
Recognized
(1)
|
||||||||
Commercial and industrial
|
|
$
|
2,794
|
|
|
$
|
38
|
|
|
$
|
14,947
|
|
|
$
|
70
|
|
Agricultural
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|||||||
Office, retail, and industrial
|
|
7,923
|
|
|
48
|
|
|
11,502
|
|
|
29
|
|
||||
Multi-family
|
|
601
|
|
|
1
|
|
|
812
|
|
|
—
|
|
||||
Construction
|
|
106
|
|
|
—
|
|
|
6,671
|
|
|
—
|
|
||||
Other commercial real estate
|
|
3,819
|
|
|
19
|
|
|
3,002
|
|
|
11
|
|
||||
Total commercial real estate
|
|
12,449
|
|
|
68
|
|
|
21,987
|
|
|
40
|
|
||||
Total impaired loans
|
|
$
|
15,243
|
|
|
$
|
106
|
|
|
$
|
36,934
|
|
|
$
|
110
|
|
(1)
|
Recorded using the cash basis of accounting.
|
|
|
Pass
|
|
Special
Mention
(1) (4)
|
|
Substandard
(2) (4)
|
|
Non-accrual
(3)
|
|
Total
|
||||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
2,466,027
|
|
|
$
|
121,950
|
|
|
$
|
41,050
|
|
|
$
|
5,364
|
|
|
$
|
2,634,391
|
|
Agricultural
|
|
380,551
|
|
|
33,122
|
|
|
8,263
|
|
|
295
|
|
|
422,231
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office, retail, and industrial
|
|
1,482,996
|
|
|
38,809
|
|
|
33,680
|
|
|
10,910
|
|
|
1,566,395
|
|
|||||
Multi-family
|
|
551,807
|
|
|
5,869
|
|
|
3,979
|
|
|
410
|
|
|
562,065
|
|
|||||
Construction
|
|
242,509
|
|
|
4,270
|
|
|
13,186
|
|
|
778
|
|
|
260,743
|
|
|||||
Other commercial real estate
|
|
1,023,549
|
|
|
15,794
|
|
|
15,404
|
|
|
5,555
|
|
|
1,060,302
|
|
|||||
Total commercial real estate
|
|
3,300,861
|
|
|
64,742
|
|
|
66,249
|
|
|
17,653
|
|
|
3,449,505
|
|
|||||
Total corporate loans
|
|
$
|
6,147,439
|
|
|
$
|
219,814
|
|
|
$
|
115,562
|
|
|
$
|
23,312
|
|
|
$
|
6,506,127
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
2,379,992
|
|
|
$
|
86,263
|
|
|
$
|
52,884
|
|
|
$
|
5,587
|
|
|
$
|
2,524,726
|
|
Agricultural
|
|
381,523
|
|
|
—
|
|
|
5,562
|
|
|
355
|
|
|
387,440
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office, retail, and industrial
|
|
1,320,164
|
|
|
32,627
|
|
|
35,788
|
|
|
6,875
|
|
|
1,395,454
|
|
|||||
Multi-family
|
|
517,412
|
|
|
6,146
|
|
|
3,970
|
|
|
796
|
|
|
528,324
|
|
|||||
Construction
|
|
201,496
|
|
|
4,678
|
|
|
9,803
|
|
|
905
|
|
|
216,882
|
|
|||||
Other commercial real estate
|
|
898,746
|
|
|
13,179
|
|
|
13,654
|
|
|
5,611
|
|
|
931,190
|
|
|||||
Total commercial real estate
|
|
2,937,818
|
|
|
56,630
|
|
|
63,215
|
|
|
14,187
|
|
|
3,071,850
|
|
|||||
Total corporate loans
|
|
$
|
5,699,333
|
|
|
$
|
142,893
|
|
|
$
|
121,661
|
|
|
$
|
20,129
|
|
|
$
|
5,984,016
|
|
(1)
|
Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.
|
(2)
|
Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time.
|
(3)
|
Loans categorized as non-accrual exhibit well-defined weaknesses that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected.
|
(4)
|
Total special mention and substandard loans includes accruing TDRs of
$854,000
as of
March 31, 2016
and
$862,000
as of
December 31, 2015
.
|
|
|
Performing
|
|
Non-accrual
|
|
Total
|
||||||
As of March 31, 2016
|
|
|
|
|
|
|
||||||
Home equity
|
|
$
|
678,536
|
|
|
$
|
4,635
|
|
|
$
|
683,171
|
|
1-4 family mortgages
|
|
387,451
|
|
|
3,436
|
|
|
390,887
|
|
|||
Installment
|
|
213,979
|
|
|
—
|
|
|
213,979
|
|
|||
Total consumer loans
|
|
$
|
1,279,966
|
|
|
$
|
8,071
|
|
|
$
|
1,288,037
|
|
As of December 31, 2015
|
|
|
|
|
|
|
||||||
Home equity
|
|
$
|
648,158
|
|
|
$
|
5,310
|
|
|
$
|
653,468
|
|
1-4 family mortgages
|
|
352,438
|
|
|
3,416
|
|
|
355,854
|
|
|||
Installment
|
|
137,582
|
|
|
20
|
|
|
137,602
|
|
|||
Total consumer loans
|
|
$
|
1,138,178
|
|
|
$
|
8,746
|
|
|
$
|
1,146,924
|
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
|
Accruing
|
|
Non-accrual
(1)
|
|
Total
|
|
Accruing
|
|
Non-accrual
(1)
|
|
Total
|
||||||||||||
Commercial and industrial
|
|
$
|
291
|
|
|
$
|
1,018
|
|
|
$
|
1,309
|
|
|
$
|
294
|
|
|
$
|
1,050
|
|
|
$
|
1,344
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
|
162
|
|
|
—
|
|
|
162
|
|
|
164
|
|
|
—
|
|
|
164
|
|
||||||
Multi-family
|
|
592
|
|
|
182
|
|
|
774
|
|
|
598
|
|
|
186
|
|
|
784
|
|
||||||
Other commercial real estate
|
|
334
|
|
|
—
|
|
|
334
|
|
|
340
|
|
|
—
|
|
|
340
|
|
||||||
Total commercial real estate
|
|
1,088
|
|
|
182
|
|
|
1,270
|
|
|
1,102
|
|
|
186
|
|
|
1,288
|
|
||||||
Total corporate loans
|
|
1,379
|
|
|
1,200
|
|
|
2,579
|
|
|
1,396
|
|
|
1,236
|
|
|
2,632
|
|
||||||
Home equity
|
|
479
|
|
|
656
|
|
|
1,135
|
|
|
494
|
|
|
667
|
|
|
1,161
|
|
||||||
1-4 family mortgages
|
|
844
|
|
|
412
|
|
|
1,256
|
|
|
853
|
|
|
421
|
|
|
1,274
|
|
||||||
Total consumer loans
|
|
1,323
|
|
|
1,068
|
|
|
2,391
|
|
|
1,347
|
|
|
1,088
|
|
|
2,435
|
|
||||||
Total loans
|
|
$
|
2,702
|
|
|
$
|
2,268
|
|
|
$
|
4,970
|
|
|
$
|
2,743
|
|
|
$
|
2,324
|
|
|
$
|
5,067
|
|
(1)
|
These TDRs are included in non-accrual loans in the preceding tables.
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Accruing
|
|
|
|
|
||||
Beginning balance
|
|
$
|
2,743
|
|
|
$
|
3,704
|
|
Net payments received
|
|
(41
|
)
|
|
(42
|
)
|
||
Net transfers from non-accrual
|
|
—
|
|
|
(81
|
)
|
||
Ending balance
|
|
2,702
|
|
|
3,581
|
|
||
Non-accrual
|
|
|
|
|
||||
Beginning balance
|
|
2,324
|
|
|
19,904
|
|
||
Net payments received
|
|
(56
|
)
|
|
(15,399
|
)
|
||
Charge-offs
|
|
—
|
|
|
(2,590
|
)
|
||
Net transfers to accruing
|
|
—
|
|
|
81
|
|
||
Ending balance
|
|
2,268
|
|
|
1,996
|
|
||
Total TDRs
|
|
$
|
4,970
|
|
|
$
|
5,577
|
|
|
|
As of
|
||||||
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Securities sold under agreements to repurchase
|
|
$
|
122,511
|
|
|
$
|
155,196
|
|
FHLB advances
|
|
262,500
|
|
|
9,900
|
|
||
Other borrowings
|
|
2,400
|
|
|
—
|
|
||
Total borrowed funds
|
|
$
|
387,411
|
|
|
$
|
165,096
|
|
|
|
|
|
|
|
|
|
As of
|
||||||
|
|
Issuance Date
|
|
Maturity Date
|
|
Interest Rate
|
|
March 31, 2016
|
|
December 31,
2015
|
||||
Senior notes
|
|
November 2011
|
|
November 2016
|
|
5.875%
|
|
$
|
114,922
|
|
|
$
|
114,891
|
|
Subordinated notes
|
|
March 2006
|
|
April 2016
|
|
5.850%
|
|
38,500
|
|
|
38,499
|
|
||
Junior subordinated debentures:
|
|
|
|
|
|
|
|
|
|
|
||||
First Midwest Capital Trust I ("FMCT")
|
|
November 2003
|
|
December 2033
|
|
6.950%
|
|
37,799
|
|
|
37,799
|
|
||
Great Lakes Statutory Trust II ("GLST II")
(1)
|
|
December 2005
|
|
December 2035
|
|
L+1.400%
(2)
|
|
4,320
|
|
|
4,296
|
|
||
Great Lakes Statutory Trust III ("GLST III")
(1)
|
|
June 2007
|
|
September 2037
|
|
L+1.700%
(2)
|
|
5,752
|
|
|
5,723
|
|
||
Total junior subordinated debentures
|
|
|
|
|
|
|
|
47,871
|
|
|
47,818
|
|
||
Total senior and subordinated debt
|
|
|
|
|
|
|
|
$
|
201,293
|
|
|
$
|
201,208
|
|
(1)
|
The junior subordinated debentures related to GLST II and GLST III were assumed by the Company during 2014 through the acquisition of Great Lakes Financial Resources, Inc., the holding company for Great Lakes Bank. As of March 31, 2016 and December 31, 2015, these amounts include acquisition adjustments which resulted in a discount of
$1.9 million
to GLST II and
$2.5 million
to GLST III.
|
(2)
|
The interest rates are a variable rate based on the three-month LIBOR plus 1.400% and 1.700% for GLST II and GLST III, respectively.
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
17,962
|
|
|
$
|
19,882
|
|
Net income applicable to non-vested restricted shares
|
|
(212
|
)
|
|
(228
|
)
|
||
Net income applicable to common shares
|
|
$
|
17,750
|
|
|
$
|
19,654
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
||||
Weighted-average common shares outstanding (basic)
|
|
77,980
|
|
|
76,918
|
|
||
Dilutive effect of common stock equivalents
|
|
12
|
|
|
12
|
|
||
Weighted-average diluted common shares outstanding
|
|
77,992
|
|
|
76,930
|
|
||
Basic EPS
|
|
$
|
0.23
|
|
|
$
|
0.26
|
|
Diluted EPS
|
|
$
|
0.23
|
|
|
$
|
0.26
|
|
Anti-dilutive shares not included in the computation of diluted EPS
(1)
|
|
608
|
|
|
948
|
|
(1)
|
This amount represents outstanding stock options for which the exercise price is greater than the average market price of the Company's common stock.
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Income before income tax expense
|
|
$
|
26,458
|
|
|
$
|
28,674
|
|
Income tax expense:
|
|
|
|
|
||||
Federal income tax expense
|
|
$
|
7,101
|
|
|
$
|
7,076
|
|
State income tax expense
|
|
1,395
|
|
|
1,716
|
|
||
Total income tax expense
|
|
$
|
8,496
|
|
|
$
|
8,792
|
|
Effective income tax rate
|
|
32.1
|
%
|
|
30.7
|
%
|
|
|
As of
|
||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Gross notional amount outstanding
|
|
$
|
11,320
|
|
|
$
|
11,620
|
|
Derivative liability fair value
|
|
(612
|
)
|
|
(643
|
)
|
||
Weighted-average interest rate received
|
|
2.35
|
%
|
|
2.25
|
%
|
||
Weighted-average interest rate paid
|
|
6.35
|
%
|
|
6.36
|
%
|
||
Weighted-average maturity (in years)
|
|
1.73
|
|
|
1.97
|
|
||
Fair value of assets needed to settle derivative transactions
(1)
|
|
$
|
633
|
|
|
$
|
665
|
|
(1)
|
This amount represents the fair value if credit risk related contingent features were triggered.
|
|
|
As of
|
||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Gross notional amount outstanding
|
|
$
|
1,220,000
|
|
|
$
|
1,220,000
|
|
Derivative asset fair value
|
|
17,121
|
|
|
4,787
|
|
||
Derivative liability fair value
|
|
(17,009
|
)
|
|
(8,950
|
)
|
||
Weighted-average interest rate received
|
|
1.31
|
%
|
|
1.24
|
%
|
||
Weighted-average interest rate paid
|
|
0.90
|
%
|
|
0.75
|
%
|
||
Weighted-average maturity (in years)
|
|
3.56
|
|
|
3.91
|
|
|
|
As of
|
||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Gross notional amount outstanding
|
|
$
|
1,023,359
|
|
|
$
|
853,385
|
|
Derivative asset fair value
|
|
23,212
|
|
|
11,446
|
|
||
Derivative liability fair value
|
|
(23,212
|
)
|
|
(11,446
|
)
|
||
Fair value of assets needed to settle derivative transactions
(1)
|
|
23,743
|
|
|
11,939
|
|
(1)
|
This amount represents the fair value if credit risk related contingent features were triggered.
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts recognized
|
|
$
|
40,333
|
|
|
$
|
40,833
|
|
|
$
|
16,233
|
|
|
$
|
21,039
|
|
Less: amounts offset in the Consolidated Statements of
Financial Condition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net amount presented in the Consolidated Statements of
Financial Condition
(1)
|
|
40,333
|
|
|
40,833
|
|
|
16,233
|
|
|
21,039
|
|
||||
Gross amounts not offset in the Consolidated Statements of
Financial Condition:
|
|
|
|
|
|
|
|
|
||||||||
Offsetting derivative positions
|
|
(17,321
|
)
|
|
(17,321
|
)
|
|
(4,791
|
)
|
|
(4,791
|
)
|
||||
Cash collateral pledged
|
|
—
|
|
|
(23,512
|
)
|
|
—
|
|
|
(16,248
|
)
|
||||
Net credit exposure
|
|
$
|
23,012
|
|
|
$
|
—
|
|
|
$
|
11,442
|
|
|
$
|
—
|
|
(1)
|
Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
|
|
|
As of
|
||||||
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Commitments to extend credit:
|
|
|
|
|
||||
Commercial, industrial, and agricultural
|
|
$
|
1,396,016
|
|
|
$
|
1,303,056
|
|
Commercial real estate
|
|
378,063
|
|
|
366,250
|
|
||
Home equity
|
|
368,671
|
|
|
352,114
|
|
||
Other commitments
(1)
|
|
215,253
|
|
|
203,121
|
|
||
Total commitments to extend credit
|
|
$
|
2,358,003
|
|
|
$
|
2,224,541
|
|
|
|
|
|
|
||||
Standby letters of credit
|
|
$
|
93,695
|
|
|
$
|
100,610
|
|
Recourse on assets sold:
|
|
|
|
|
||||
Unpaid principal balance of loans sold
|
|
$
|
193,704
|
|
|
$
|
196,389
|
|
Carrying value of recourse obligation
(2)
|
|
92
|
|
|
87
|
|
(1)
|
Other commitments includes installment and overdraft protection program commitments.
|
(2)
|
Included in other liabilities in the Consolidated Statements of Financial Condition.
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed.
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
1,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
15,931
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
|
—
|
|
|
—
|
|
||||||
Total trading securities
|
|
17,408
|
|
|
—
|
|
|
—
|
|
|
16,894
|
|
|
—
|
|
|
—
|
|
||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
32,772
|
|
|
—
|
|
|
—
|
|
|
16,980
|
|
|
—
|
|
|
—
|
|
||||||
U.S. agency securities
|
|
—
|
|
|
180,555
|
|
|
—
|
|
|
—
|
|
|
86,643
|
|
|
—
|
|
||||||
CMOs
|
|
—
|
|
|
811,672
|
|
|
—
|
|
|
—
|
|
|
687,185
|
|
|
—
|
|
||||||
MBSs
|
|
—
|
|
|
238,639
|
|
|
—
|
|
|
—
|
|
|
153,530
|
|
|
—
|
|
||||||
Municipal securities
|
|
—
|
|
|
328,010
|
|
|
—
|
|
|
—
|
|
|
327,570
|
|
|
—
|
|
||||||
CDOs
|
|
—
|
|
|
—
|
|
|
30,757
|
|
|
—
|
|
|
—
|
|
|
31,529
|
|
||||||
Equity securities
|
|
—
|
|
|
3,174
|
|
|
—
|
|
|
—
|
|
|
3,199
|
|
|
—
|
|
||||||
Total securities available-for-sale
|
|
32,772
|
|
|
1,562,050
|
|
|
30,757
|
|
|
16,980
|
|
|
1,258,127
|
|
|
31,529
|
|
||||||
Mortgage servicing rights ("MSRs")
(1)
|
|
—
|
|
|
—
|
|
|
5,022
|
|
|
—
|
|
|
—
|
|
|
1,853
|
|
||||||
Derivative assets
(1)
|
|
—
|
|
|
40,333
|
|
|
—
|
|
|
—
|
|
|
16,233
|
|
|
—
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
(2)
|
|
$
|
—
|
|
|
$
|
40,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,039
|
|
|
$
|
—
|
|
(1)
|
Included in other assets in the Consolidated Statements of Financial Condition.
|
(2)
|
Included in other liabilities in the Consolidated Statements of Financial Condition.
|
|
|
As of
|
||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||
Probability of prepayment
|
|
1.8
|
%
|
-
|
15.1%
|
|
1.8
|
%
|
-
|
15.1%
|
Probability of default
|
|
18.6
|
%
|
-
|
49.7%
|
|
19.1
|
%
|
-
|
32.6%
|
Loss given default
|
|
92.8
|
%
|
-
|
98.4%
|
|
93.8
|
%
|
-
|
97.1%
|
Probability of deferral cure
|
|
15.2
|
%
|
-
|
63.5%
|
|
15.2
|
%
|
-
|
63.1%
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
31,529
|
|
|
$
|
33,774
|
|
Change in other comprehensive income
(1)
|
|
(786
|
)
|
|
300
|
|
||
Paydowns
|
|
14
|
|
|
(146
|
)
|
||
Ending balance
|
|
$
|
30,757
|
|
|
$
|
33,928
|
|
(1)
|
Included in unrealized holding gains in the Consolidated Statements of Comprehensive Income.
|
|
|
As of
|
||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||
Prepayment speed
|
|
10.9
|
%
|
-
|
23.0%
|
|
10.1
|
%
|
-
|
20.9%
|
Maturity (months)
|
|
4
|
|
-
|
79
|
|
6
|
|
-
|
86
|
Discount rate
|
|
9.5
|
%
|
-
|
13.0%
|
|
9.5
|
%
|
-
|
13.0%
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
1,853
|
|
|
$
|
1,728
|
|
Additions from acquisition
|
|
3,092
|
|
|
—
|
|
||
New MSRs
|
|
185
|
|
|
145
|
|
||
Total losses included in earnings
(1)
:
|
|
|
|
|
||||
Changes in valuation inputs and assumptions
|
|
(40
|
)
|
|
(51
|
)
|
||
Other changes in fair value
(2)
|
|
(68
|
)
|
|
(49
|
)
|
||
Ending balance
|
|
$
|
5,022
|
|
|
$
|
1,773
|
|
Contractual servicing fees earned
(1)
|
|
$
|
183
|
|
|
$
|
133
|
|
(1)
|
Included in mortgage banking income in the Condensed Consolidated Statements of Income and related to assets held as of
March 31, 2016
and
2015
.
|
(2)
|
Primarily represents changes in expected future cash flows due to payoffs and paydowns.
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Collateral-dependent impaired loans
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,519
|
|
OREO
(2)
|
|
—
|
|
|
—
|
|
|
1,877
|
|
|
—
|
|
|
—
|
|
|
8,581
|
|
||||||
Loans held-for-sale
(3)
|
|
—
|
|
|
—
|
|
|
8,592
|
|
|
—
|
|
|
—
|
|
|
14,444
|
|
||||||
Assets held-for-sale
(4)
|
|
—
|
|
|
—
|
|
|
6,786
|
|
|
—
|
|
|
—
|
|
|
7,428
|
|
(1)
|
Includes impaired loans with charge-offs and impaired loans with a specific reserve during the periods presented.
|
(2)
|
Includes OREO with fair value adjustments subsequent to initial transfer that occurred during the periods presented.
|
(3)
|
Included in other assets in the Consolidated Statements of Financial Condition.
|
(4)
|
Included in premises, furniture, and equipment in the Consolidated Statements of Financial Condition.
|
|
|
|
|
As of
|
||||||||||||||
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Fair Value Hierarchy
Level
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
|
1
|
|
$
|
135,049
|
|
|
$
|
135,049
|
|
|
$
|
114,587
|
|
|
$
|
114,587
|
|
Interest-bearing deposits in other banks
|
|
2
|
|
171,312
|
|
|
171,312
|
|
|
266,615
|
|
|
266,615
|
|
||||
Securities held-to-maturity
|
|
2
|
|
21,051
|
|
|
17,503
|
|
|
23,152
|
|
|
20,054
|
|
||||
FHLB and FRB stock
|
|
2
|
|
40,916
|
|
|
40,916
|
|
|
39,306
|
|
|
39,306
|
|
||||
Loans
|
|
3
|
|
7,751,085
|
|
|
7,681,946
|
|
|
7,091,988
|
|
|
6,959,024
|
|
||||
Investment in BOLI
|
|
3
|
|
218,873
|
|
|
218,873
|
|
|
209,601
|
|
|
209,601
|
|
||||
Accrued interest receivable
|
|
3
|
|
31,187
|
|
|
31,187
|
|
|
27,847
|
|
|
27,847
|
|
||||
Other interest-earning assets
|
|
3
|
|
1,621
|
|
|
1,621
|
|
|
1,982
|
|
|
1,982
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
2
|
|
$
|
8,780,818
|
|
|
$
|
8,781,486
|
|
|
$
|
8,097,738
|
|
|
$
|
8,093,640
|
|
Borrowed funds
|
|
2
|
|
387,411
|
|
|
387,411
|
|
|
165,096
|
|
|
165,096
|
|
||||
Senior and subordinated debt
|
|
1
|
|
201,293
|
|
|
207,239
|
|
|
201,208
|
|
|
205,726
|
|
||||
Accrued interest payable
|
|
2
|
|
5,446
|
|
|
5,446
|
|
|
2,175
|
|
|
2,175
|
|
•
|
Net Interest Income
- Net interest income, our primary source of revenue, equals the difference between interest income and fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities.
|
•
|
Net Interest Margin -
Net interest margin equals tax-equivalent net interest income divided by total average interest-earning assets.
|
•
|
Noninterest Income
- Noninterest income is the income we earn from fee-based revenues, investment in bank-owned life insurance ("BOLI"), other income, and non-operating revenues.
|
•
|
Noninterest Expense -
Noninterest expense is the expense we incur to operate the Company, which includes salaries and employee benefits, net occupancy and equipment, professional services, and other costs.
|
•
|
Asset Quality
- Asset quality represents an estimation of the quality of our loan portfolio, including an assessment of the credit risk related to existing and potential loss exposure, and can be evaluated using a number of quantitative measures, such as non-performing loans to total loans.
|
•
|
Regulatory Capital
- Our regulatory capital is classified in one of the following tiers: (i) Common Equity Tier 1 capital ("CET1"), which consists of common equity and retained earnings, less goodwill and other intangible assets and a portion of disallowed deferred tax assets, (ii) Tier 1 capital, which consists of CET1 and qualifying trust-preferred securities and the remaining portion of disallowed deferred tax assets, and (iii) Tier 2 capital, which includes qualifying subordinated debt and the allowance for credit losses, subject to limitations.
|
|
Quarters Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Operating Results
|
|
|
|
||||
Interest income
|
$
|
87,548
|
|
|
$
|
82,469
|
|
Interest expense
|
6,834
|
|
|
5,687
|
|
||
Net interest income
|
80,714
|
|
|
76,782
|
|
||
Provision for loan losses
|
7,593
|
|
|
6,552
|
|
||
Noninterest income
|
35,926
|
|
|
31,101
|
|
||
Noninterest expense
|
82,589
|
|
|
72,657
|
|
||
Income before income tax expense
|
26,458
|
|
|
28,674
|
|
||
Income tax expense
|
8,496
|
|
|
8,792
|
|
||
Net income
|
$
|
17,962
|
|
|
$
|
19,882
|
|
Weighted-average diluted common shares outstanding
|
77,992
|
|
|
76,930
|
|
||
Diluted earnings per common share
|
$
|
0.23
|
|
|
$
|
0.26
|
|
Performance Ratios
(1)
|
|
|
|
||||
Return on average common equity
|
6.06
|
%
|
|
7.15
|
%
|
||
Return on average tangible common equity
(2)
|
8.87
|
%
|
|
10.52
|
%
|
||
Return on average assets
|
0.72
|
%
|
|
0.85
|
%
|
||
Tax-equivalent net interest margin
(3)
|
3.66
|
%
|
|
3.79
|
%
|
||
Efficiency ratio
(4)
|
64.82
|
%
|
|
64.46
|
%
|
(1)
|
All ratios are presented on an annualized basis.
|
(2)
|
Return on average tangible common equity expresses net income available to common stockholders excluding intangibles amortization expense, net of tax, as a percentage of tangible common equity ("TCE"). Intangibles amortization expense, net of tax, totaled $591,000 for the
quarter
ended
March 31, 2016
, and $599,000 for the same period in
2015
. TCE represents average stockholders' equity less average goodwill and other intangible assets.
|
(3)
|
See the section of this Item 2 titled "
Earnings Performance
" below for the calculation of this metric.
|
(4)
|
The efficiency ratio expresses noninterest expense, excluding other real estate owned ("OREO") expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2015, respectively. In addition, acquisition and integration related expenses of
$5.0 million
are excluded from the efficiency ratio for the
first
quarter of
2016
.
|
|
As of
|
|
March 31, 2016
Change from |
||||||||||||||||
March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
|
December 31,
2015 |
|
March 31,
2015 |
|||||||||||
Balance Sheet Highlights
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
10,728,922
|
|
|
$
|
9,732,676
|
|
|
$
|
9,498,596
|
|
|
$
|
996,246
|
|
|
$
|
1,230,326
|
|
Total loans
|
7,822,555
|
|
|
7,161,715
|
|
|
6,804,351
|
|
|
660,840
|
|
|
1,018,204
|
|
|||||
Total deposits
|
8,780,818
|
|
|
8,097,738
|
|
|
7,914,679
|
|
|
683,080
|
|
|
866,139
|
|
|||||
Core deposits
|
7,493,696
|
|
|
6,944,272
|
|
|
6,673,534
|
|
|
549,424
|
|
|
820,162
|
|
|||||
Loans to deposits
|
89.1
|
%
|
|
88.4
|
%
|
|
86.0
|
%
|
|
|
|
|
|||||||
Core deposits to total deposits
|
85.3
|
%
|
|
85.8
|
%
|
|
84.3
|
%
|
|
|
|
|
|
As of
|
|
March 31, 2016
Change from |
||||||||||||||||
March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
December 31,
2015 |
|
March 31,
2015 |
||||||||||||
Asset Quality Highlights
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans
|
$
|
31,383
|
|
|
$
|
28,875
|
|
|
$
|
48,077
|
|
|
$
|
2,508
|
|
|
$
|
(16,694
|
)
|
90 days or more past due loans
(still accruing interest)
|
5,483
|
|
|
2,883
|
|
|
3,564
|
|
|
2,600
|
|
|
1,919
|
|
|||||
Total non-performing loans
|
36,866
|
|
|
31,758
|
|
|
51,641
|
|
|
5,108
|
|
|
(14,775
|
)
|
|||||
Accruing troubled debt
restructurings ("TDRs")
|
2,702
|
|
|
2,743
|
|
|
3,581
|
|
|
(41
|
)
|
|
(879
|
)
|
|||||
OREO
|
29,238
|
|
|
27,349
|
|
|
26,042
|
|
|
1,889
|
|
|
3,196
|
|
|||||
Total non-performing assets
|
$
|
68,806
|
|
|
$
|
61,850
|
|
|
$
|
81,264
|
|
|
$
|
6,956
|
|
|
$
|
(12,458
|
)
|
30-89 days past due loans
(still accruing interest)
|
$
|
29,826
|
|
|
$
|
16,329
|
|
|
$
|
18,631
|
|
|
$
|
13,497
|
|
|
$
|
11,195
|
|
Non-performing assets to loans plus
OREO
|
0.88
|
%
|
|
0.86
|
%
|
|
1.20
|
%
|
|
|
|
|
|||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses
|
$
|
78,375
|
|
|
$
|
74,855
|
|
|
$
|
72,806
|
|
|
$
|
3,520
|
|
|
$
|
5,569
|
|
Allowance for credit losses to
total loans
(2)
|
1.00
|
%
|
|
1.05
|
%
|
|
1.07
|
%
|
|
|
|
|
|||||||
Allowance for credit losses to
non-accrual loans
(1)
|
244.74
|
%
|
|
253.57
|
%
|
|
139.62
|
%
|
|
|
|
|
(1)
|
These amounts and ratios exclude loans and OREO acquired through the Company's Federal Deposit Insurance Corporation ("FDIC")-assisted transactions subject to loss sharing agreements ("covered loans" and "covered OREO"). For a discussion of covered loans, see Note 1 and Note
6
of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. Asset quality, including covered loans and covered OREO, is included in the section of this Item 2 titled "
Loan Portfolio and Credit Quality
."
|
(2)
|
This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. A discussion of the allowance for acquired loan losses and the related acquisition adjustment is presented in the section titled "
Loan Portfolio and Credit Quality
."
|
|
Quarters Ended March 31,
|
|
|
Attribution of Change
in Net Interest Income
|
|||||||||||||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
|||||||||||||||||||||||||||
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate (%)
|
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate (%)
|
|
|
Volume
|
|
Yield/
Rate
|
|
Total
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other interest-earning assets
|
$
|
241,645
|
|
|
$
|
342
|
|
|
0.57
|
|
|
$
|
522,232
|
|
|
$
|
398
|
|
|
0.31
|
|
|
$
|
(398
|
)
|
|
$
|
342
|
|
|
$
|
(56
|
)
|
Securities
(1)
|
1,495,462
|
|
|
9,998
|
|
|
2.67
|
|
|
1,218,117
|
|
|
10,411
|
|
|
3.42
|
|
|
2,404
|
|
|
(2,817
|
)
|
|
(413
|
)
|
|||||||
Federal Home Loan Bank
("FHLB") and Federal Reserve
Bank stock
|
39,773
|
|
|
159
|
|
|
1.60
|
|
|
37,822
|
|
|
357
|
|
|
3.78
|
|
|
19
|
|
|
(217
|
)
|
|
(198
|
)
|
|||||||
Loans
(1)(2)(3)
|
7,346,035
|
|
|
79,356
|
|
|
4.34
|
|
|
6,740,399
|
|
|
74,186
|
|
|
4.46
|
|
|
6,506
|
|
|
(1,336
|
)
|
|
5,170
|
|
|||||||
Total interest-earning assets
(1)(2)
|
9,122,915
|
|
|
89,855
|
|
|
3.96
|
|
|
8,518,570
|
|
|
85,352
|
|
|
4.06
|
|
|
8,531
|
|
|
(4,028
|
)
|
|
4,503
|
|
|||||||
Cash and due from banks
|
133,268
|
|
|
|
|
|
|
|
124,730
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
(75,654
|
)
|
|
|
|
|
|
|
(73,484
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
876,316
|
|
|
|
|
|
|
|
891,925
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
10,056,845
|
|
|
|
|
|
|
|
$
|
9,461,741
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings deposits
|
$
|
1,575,174
|
|
|
283
|
|
|
0.07
|
|
|
$
|
1,426,546
|
|
|
268
|
|
|
0.08
|
|
|
26
|
|
|
(11
|
)
|
|
15
|
|
|||||
NOW accounts
|
1,448,666
|
|
|
200
|
|
|
0.06
|
|
|
1,365,494
|
|
|
170
|
|
|
0.05
|
|
|
10
|
|
|
20
|
|
|
30
|
|
|||||||
Money market deposits
|
1,583,898
|
|
|
465
|
|
|
0.12
|
|
|
1,521,762
|
|
|
489
|
|
|
0.13
|
|
|
22
|
|
|
(46
|
)
|
|
(24
|
)
|
|||||||
Time deposits
|
1,183,463
|
|
|
1,437
|
|
|
0.49
|
|
|
1,266,562
|
|
|
1,598
|
|
|
0.51
|
|
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
|||||||
Borrowed funds
|
303,232
|
|
|
1,316
|
|
|
1.75
|
|
|
127,571
|
|
|
18
|
|
|
0.06
|
|
|
1,268
|
|
|
30
|
|
|
1,298
|
|
|||||||
Senior and subordinated debt
|
201,253
|
|
|
3,133
|
|
|
6.26
|
|
|
200,910
|
|
|
3,144
|
|
|
6.35
|
|
|
5
|
|
|
(16
|
)
|
|
(11
|
)
|
|||||||
Total interest-bearing
liabilities
|
6,295,686
|
|
|
6,834
|
|
|
0.44
|
|
|
5,908,845
|
|
|
5,687
|
|
|
0.39
|
|
|
1,170
|
|
|
(23
|
)
|
|
1,147
|
|
|||||||
Demand deposits
|
2,463,017
|
|
|
|
|
|
|
|
2,312,431
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total funding sources
|
8,758,703
|
|
|
|
|
|
|
|
8,221,276
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other liabilities
|
119,554
|
|
|
|
|
|
|
|
125,703
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' equity - common
|
1,178,588
|
|
|
|
|
|
|
|
1,114,762
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and
stockholders' equity
|
$
|
10,056,845
|
|
|
|
|
|
|
|
$
|
9,461,741
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax-equivalent net interest
income/margin
(1)
|
|
|
83,021
|
|
|
3.66
|
|
|
|
|
79,665
|
|
|
3.79
|
|
|
$
|
7,361
|
|
|
$
|
(4,005
|
)
|
|
$
|
3,356
|
|
||||||
Tax-equivalent adjustment
|
|
|
(2,307
|
)
|
|
|
|
|
|
|
(2,883
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (GAAP)
|
|
|
$
|
80,714
|
|
|
|
|
|
|
|
$
|
76,782
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%.
|
(2)
|
Non-accrual loans, including covered loans, which totaled $31.9 million as of March 31, 2016 and $52.6 million as of March 31, 2015, are included in loans for purposes of this analysis. Additional detail regarding non-accrual loans is presented in the following section of this Item 2 titled "
Non-performing Assets and Performing Potential Problem Loans
."
|
(3)
|
This item includes covered loans and the related FDIC indemnification asset. For additional discussion, see Note 1 and Note
6
of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
|
|
Quarters Ended
March 31, |
|
|
|||||||
|
2016
|
|
2015
|
|
% Change
|
|||||
Service charges on deposit accounts
|
$
|
9,473
|
|
|
$
|
9,271
|
|
|
2.2
|
|
Wealth management fees
|
7,559
|
|
|
7,014
|
|
|
7.8
|
|
||
Card-based fees
(1)
|
6,718
|
|
|
6,402
|
|
|
4.9
|
|
||
Merchant servicing fees
(2)
|
3,028
|
|
|
2,665
|
|
|
13.6
|
|
||
Mortgage banking income
|
1,368
|
|
|
1,123
|
|
|
21.8
|
|
||
Other service charges, commissions, and fees
|
5,448
|
|
|
2,166
|
|
|
151.5
|
|
||
Total fee-based revenues
|
33,594
|
|
|
28,641
|
|
|
17.3
|
|
||
Other income
(3)
|
1,445
|
|
|
1,948
|
|
|
(25.8
|
)
|
||
Net securities gains
(4)
|
887
|
|
|
512
|
|
|
73.2
|
|
||
Total noninterest income
|
$
|
35,926
|
|
|
$
|
31,101
|
|
|
15.5
|
|
(1)
|
Card-based fees consist of debit and credit card interchange fees for processing transactions as well as various fees on both customer and non-customer automated teller machine ("ATM") and point-of-sale transactions processed through the ATM and point-of-sale networks.
|
(2)
|
Merchant servicing fees are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income. The related merchant card expense is included in noninterest expense for each period presented.
|
(3)
|
Other income consists of various items, including BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.
|
(4)
|
For a discussion of this item, see the section of this Item 2 titled "
Investment Portfolio Management
."
|
|
|
Quarters Ended
March 31, |
|
|
|||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Salaries and employee benefits:
|
|
|
|
|
|
|
|||||
Salaries and wages
|
|
$
|
36,296
|
|
|
$
|
32,794
|
|
|
10.7
|
|
Retirement and other employee benefits
|
|
8,298
|
|
|
7,922
|
|
|
4.7
|
|
||
Total salaries and employee benefits
|
|
44,594
|
|
|
40,716
|
|
|
9.5
|
|
||
Net occupancy and equipment expense
|
|
9,697
|
|
|
10,436
|
|
|
(7.1
|
)
|
||
Professional services
|
|
5,920
|
|
|
5,109
|
|
|
15.9
|
|
||
Technology and related costs
|
|
3,701
|
|
|
3,687
|
|
|
0.4
|
|
||
Merchant card expense
(1)(2)
|
|
2,598
|
|
|
2,197
|
|
|
18.3
|
|
||
Advertising and promotions
(1)
|
|
1,589
|
|
|
1,223
|
|
|
29.9
|
|
||
Net OREO expense
|
|
664
|
|
|
1,204
|
|
|
(44.9
|
)
|
||
Cardholder expenses
(1)
|
|
1,359
|
|
|
1,268
|
|
|
7.2
|
|
||
Other expenses
(1)
|
|
7,447
|
|
|
6,817
|
|
|
9.2
|
|
||
Acquisition and integration related expenses
|
|
5,020
|
|
|
—
|
|
|
—
|
|
||
Total noninterest expense
|
|
$
|
82,589
|
|
|
$
|
72,657
|
|
|
13.7
|
|
Efficiency ratio
(3)
|
|
64.8
|
%
|
|
64.5
|
%
|
|
|
(1)
|
These line items are included in other expense in the Condensed Consolidated Statements of Income.
|
(2)
|
The related merchant servicing fees are included in noninterest income for each period presented.
|
(3)
|
The efficiency ratio expresses noninterest expense, excluding OREO expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2016, respectively. In addition, acquisition and integration related expenses of
$5.0 million
are excluded from the efficiency ratio for the first quarter of 2016.
|
|
|
Quarters Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Income before income tax expense
|
|
$
|
26,458
|
|
|
$
|
28,674
|
|
Income tax expense:
|
|
|
|
|
||||
Federal income tax expense
|
|
$
|
7,101
|
|
|
$
|
7,076
|
|
State income tax expense
|
|
1,395
|
|
|
1,716
|
|
||
Total income tax expense
|
|
$
|
8,496
|
|
|
$
|
8,792
|
|
Effective income tax rate
|
|
32.1
|
%
|
|
30.7
|
%
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||
|
|
Amortized
Cost
|
|
Net
Unrealized
Gains
(Losses)
|
|
Fair Value
|
|
% of Total
|
|
Amortized
Cost
|
|
Net
Unrealized
Gains
(Losses)
|
|
Fair Value
|
|
% of Total
|
||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. treasury securities
|
|
$
|
32,548
|
|
|
$
|
224
|
|
|
$
|
32,772
|
|
|
2.0
|
|
$
|
17,000
|
|
|
$
|
(20
|
)
|
|
$
|
16,980
|
|
|
1.3
|
U.S. agency securities
|
|
178,745
|
|
|
1,810
|
|
|
180,555
|
|
|
11.1
|
|
86,461
|
|
|
182
|
|
|
86,643
|
|
|
6.6
|
||||||
Collateralized mortgage
obligations ("CMOs")
|
|
805,533
|
|
|
6,139
|
|
|
811,672
|
|
|
49.9
|
|
695,198
|
|
|
(8,013
|
)
|
|
687,185
|
|
|
52.6
|
||||||
Other mortgage-backed
securities ("MBSs")
|
|
235,287
|
|
|
3,352
|
|
|
238,639
|
|
|
14.7
|
|
152,481
|
|
|
1,049
|
|
|
153,530
|
|
|
11.8
|
||||||
Municipal securities
|
|
321,485
|
|
|
6,525
|
|
|
328,010
|
|
|
20.2
|
|
321,437
|
|
|
6,133
|
|
|
327,570
|
|
|
25.1
|
||||||
Trust-preferred
collateralized debt
obligations ("CDOs")
|
|
48,301
|
|
|
(17,544
|
)
|
|
30,757
|
|
|
1.9
|
|
48,287
|
|
|
(16,758
|
)
|
|
31,529
|
|
|
2.4
|
||||||
Equity securities
|
|
3,204
|
|
|
(30
|
)
|
|
3,174
|
|
|
0.2
|
|
3,282
|
|
|
(83
|
)
|
|
3,199
|
|
|
0.2
|
||||||
Total securities
available-for-sale
|
|
$
|
1,625,103
|
|
|
$
|
476
|
|
|
$
|
1,625,579
|
|
|
100.0
|
|
$
|
1,324,146
|
|
|
$
|
(17,510
|
)
|
|
$
|
1,306,636
|
|
|
100.0
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Municipal securities
|
|
$
|
21,051
|
|
|
$
|
(3,548
|
)
|
|
$
|
17,503
|
|
|
|
|
$
|
23,152
|
|
|
$
|
(3,098
|
)
|
|
$
|
20,054
|
|
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||
|
Effective
|
|
Average
|
|
Yield to
|
|
Effective
|
|
Average
|
|
Yield to
|
||||||
|
Duration
(1)
|
|
Life
(2)
|
|
Maturity
(3)
|
|
Duration
(1)
|
|
Life
(2)
|
|
Maturity
(3)
|
||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. treasury securities
|
2.18
|
%
|
|
2.24
|
|
|
1.11
|
%
|
|
2.30
|
%
|
|
2.38
|
|
|
1.16
|
%
|
U.S. agency securities
|
2.50
|
%
|
|
3.23
|
|
|
1.56
|
%
|
|
2.78
|
%
|
|
3.79
|
|
|
1.78
|
%
|
CMOs
|
3.05
|
%
|
|
3.74
|
|
|
2.03
|
%
|
|
3.61
|
%
|
|
3.99
|
|
|
1.94
|
%
|
MBSs
|
2.98
|
%
|
|
4.21
|
|
|
2.41
|
%
|
|
3.48
|
%
|
|
4.42
|
|
|
2.60
|
%
|
Municipal securities
|
3.41
|
%
|
|
3.45
|
|
|
4.48
|
%
|
|
3.08
|
%
|
|
3.02
|
|
|
4.80
|
%
|
CDOs
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
Equity securities
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
Total securities available-for-sale
|
3.03
|
%
|
|
3.66
|
|
|
2.51
|
%
|
|
3.39
|
%
|
|
3.76
|
|
|
2.72
|
%
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal securities
|
5.67
|
%
|
|
7.85
|
|
|
3.82
|
%
|
|
5.66
|
%
|
|
7.86
|
|
|
4.44
|
%
|
(1)
|
The effective duration represents the estimated percentage change in the fair value of the securities portfolio given a 100 basis point increase or decrease in interest rates. This measure is used to evaluate the portfolio's price volatility at a single point in time and is not intended to be a precise predictor of future fair values since those values will be influenced by a number of factors.
|
(2)
|
Average life is presented in years and represents the weighted-average time to receive half of all future cash flows using the dollar amount of principal paydowns, including estimated principal prepayments, as the weighting factor.
|
(3)
|
Yields on municipal securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%.
|
|
|
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Legacy
|
|
Acquired
(1)
|
|
Total
|
|
% of
Total Loans
|
|
As of
December 31, 2015 |
|
% of
Total Loans |
|
% Change
|
|||||||||
Commercial and industrial
|
|
$
|
2,584,800
|
|
|
$
|
49,591
|
|
|
$
|
2,634,391
|
|
|
33.7
|
|
$
|
2,524,726
|
|
|
35.3
|
|
4.3
|
|
Agricultural
|
|
393,131
|
|
|
29,100
|
|
|
422,231
|
|
|
5.4
|
|
387,440
|
|
|
5.4
|
|
9.0
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Office, retail, and industrial
|
|
1,457,692
|
|
|
108,703
|
|
|
1,566,395
|
|
|
20.0
|
|
1,395,454
|
|
|
19.5
|
|
12.2
|
|
||||
Multi-family
|
|
520,277
|
|
|
41,788
|
|
|
562,065
|
|
|
7.2
|
|
528,324
|
|
|
7.4
|
|
6.4
|
|
||||
Construction
|
|
258,546
|
|
|
2,197
|
|
|
260,743
|
|
|
3.3
|
|
216,882
|
|
|
3.0
|
|
20.2
|
|
||||
Other commercial real estate
|
|
977,335
|
|
|
82,967
|
|
|
1,060,302
|
|
|
13.6
|
|
931,190
|
|
|
13.0
|
|
13.9
|
|
||||
Total commercial real estate
|
|
3,213,850
|
|
|
235,655
|
|
|
3,449,505
|
|
|
44.1
|
|
3,071,850
|
|
|
42.9
|
|
12.3
|
|
||||
Total corporate loans
|
|
6,191,781
|
|
|
314,346
|
|
|
6,506,127
|
|
|
83.2
|
|
5,984,016
|
|
|
83.6
|
|
8.7
|
|
||||
Home equity
|
|
668,527
|
|
|
14,644
|
|
|
683,171
|
|
|
8.7
|
|
653,468
|
|
|
9.1
|
|
4.5
|
|
||||
1-4 family mortgages
|
|
370,457
|
|
|
20,430
|
|
|
390,887
|
|
|
5.0
|
|
355,854
|
|
|
5.0
|
|
9.8
|
|
||||
Installment
|
|
167,578
|
|
|
46,401
|
|
|
213,979
|
|
|
2.7
|
|
137,602
|
|
|
1.9
|
|
55.5
|
|
||||
Total consumer loans
|
|
1,206,562
|
|
|
81,475
|
|
|
1,288,037
|
|
|
16.4
|
|
1,146,924
|
|
|
16.0
|
|
12.3
|
|
||||
Covered loans
|
|
28,391
|
|
|
—
|
|
|
28,391
|
|
|
0.4
|
|
30,775
|
|
|
0.4
|
|
(7.7
|
)
|
||||
Total loans
|
|
$
|
7,426,734
|
|
|
$
|
395,821
|
|
|
$
|
7,822,555
|
|
|
100.0
|
|
$
|
7,161,715
|
|
|
100.0
|
|
9.2
|
|
(1)
|
Amounts represent loans acquired in the NI Bancshares transaction, which was completed late in the first quarter of 2016.
|
|
|
As of
March 31, 2016 |
|
% of
Total |
|
As of
December 31, 2015 |
|
% of
Total |
||||
Office, retail, and industrial:
|
|
|
|
|
|
|
|
|
||||
Office
|
|
$
|
542,668
|
|
|
15.7
|
|
$
|
479,374
|
|
|
15.6
|
Retail
|
|
486,701
|
|
|
14.1
|
|
434,241
|
|
|
14.1
|
||
Industrial
|
|
537,026
|
|
|
15.6
|
|
481,839
|
|
|
15.7
|
||
Total office, retail, and industrial
|
|
1,566,395
|
|
|
45.4
|
|
1,395,454
|
|
|
45.4
|
||
Multi-family
|
|
562,065
|
|
|
16.3
|
|
528,324
|
|
|
17.2
|
||
Construction
|
|
260,743
|
|
|
7.6
|
|
216,882
|
|
|
7.1
|
||
Other commercial real estate:
|
|
|
|
|
|
|
|
|
||||
Multi-use properties
|
|
244,995
|
|
|
7.1
|
|
202,225
|
|
|
6.6
|
||
Rental properties
|
|
169,505
|
|
|
4.9
|
|
131,374
|
|
|
4.3
|
||
Warehouses and storage
|
|
144,221
|
|
|
4.2
|
|
137,223
|
|
|
4.5
|
||
Service stations and truck stops
|
|
75,422
|
|
|
2.2
|
|
78,459
|
|
|
2.6
|
||
Restaurants
|
|
70,673
|
|
|
2.0
|
|
78,017
|
|
|
2.5
|
||
Recreational
|
|
58,056
|
|
|
1.7
|
|
57,967
|
|
|
1.9
|
||
Automobile dealers
|
|
58,017
|
|
|
1.7
|
|
50,580
|
|
|
1.6
|
||
Hotels
|
|
44,680
|
|
|
1.3
|
|
46,889
|
|
|
1.5
|
||
Religious
|
|
38,805
|
|
|
1.1
|
|
38,307
|
|
|
1.2
|
||
Other
|
|
155,928
|
|
|
4.5
|
|
110,149
|
|
|
3.6
|
||
Total other commercial real estate
|
|
1,060,302
|
|
|
30.7
|
|
931,190
|
|
|
30.3
|
||
Total commercial real estate
|
|
$
|
3,449,505
|
|
|
100.0
|
|
$
|
3,071,850
|
|
|
100.0
|
|
|
|
|
|
Accruing
|
|
|
|
|
||||||||||||||
|
Total
Loans
|
|
Current
|
|
30-89 Days
Past Due
|
|
90 Days
Past Due
|
|
TDRs
|
|
Non-accrual
|
||||||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
2,634,391
|
|
|
$
|
2,619,877
|
|
|
$
|
8,298
|
|
|
$
|
561
|
|
|
$
|
291
|
|
|
$
|
5,364
|
|
Agricultural
|
422,231
|
|
|
421,708
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
295
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
1,566,395
|
|
|
1,545,729
|
|
|
9,375
|
|
|
219
|
|
|
162
|
|
|
10,910
|
|
||||||
Multi-family
|
562,065
|
|
|
556,966
|
|
|
3,751
|
|
|
346
|
|
|
592
|
|
|
410
|
|
||||||
Construction
|
260,743
|
|
|
258,216
|
|
|
1,749
|
|
|
—
|
|
|
—
|
|
|
778
|
|
||||||
Other commercial real estate
|
1,060,302
|
|
|
1,049,524
|
|
|
1,507
|
|
|
3,382
|
|
|
334
|
|
|
5,555
|
|
||||||
Total commercial real estate
|
3,449,505
|
|
|
3,410,435
|
|
|
16,382
|
|
|
3,947
|
|
|
1,088
|
|
|
17,653
|
|
||||||
Total corporate loans
|
6,506,127
|
|
|
6,452,020
|
|
|
24,908
|
|
|
4,508
|
|
|
1,379
|
|
|
23,312
|
|
||||||
Home equity
|
683,171
|
|
|
675,988
|
|
|
1,808
|
|
|
261
|
|
|
479
|
|
|
4,635
|
|
||||||
1-4 family mortgages
|
390,887
|
|
|
384,520
|
|
|
1,815
|
|
|
272
|
|
|
844
|
|
|
3,436
|
|
||||||
Installment
|
213,979
|
|
|
212,242
|
|
|
1,295
|
|
|
442
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer loans
|
1,288,037
|
|
|
1,272,750
|
|
|
4,918
|
|
|
975
|
|
|
1,323
|
|
|
8,071
|
|
||||||
Covered loans
|
28,391
|
|
|
27,216
|
|
|
316
|
|
|
352
|
|
|
—
|
|
|
507
|
|
||||||
Total loans
|
$
|
7,822,555
|
|
|
$
|
7,751,986
|
|
|
$
|
30,142
|
|
|
$
|
5,835
|
|
|
$
|
2,702
|
|
|
$
|
31,890
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
2,524,726
|
|
|
$
|
2,513,648
|
|
|
$
|
4,340
|
|
|
$
|
857
|
|
|
$
|
294
|
|
|
$
|
5,587
|
|
Agricultural
|
387,440
|
|
|
387,085
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
1,395,634
|
|
|
1,385,764
|
|
|
2,647
|
|
|
4
|
|
|
164
|
|
|
6,875
|
|
||||||
Multi-family
|
528,324
|
|
|
525,841
|
|
|
541
|
|
|
548
|
|
|
598
|
|
|
796
|
|
||||||
Construction
|
216,882
|
|
|
215,977
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
905
|
|
||||||
Other commercial real estate
|
931,190
|
|
|
921,235
|
|
|
3,343
|
|
|
661
|
|
|
340
|
|
|
5,611
|
|
||||||
Total commercial real estate
|
3,071,850
|
|
|
3,048,817
|
|
|
6,531
|
|
|
1,213
|
|
|
1,102
|
|
|
14,187
|
|
||||||
Total corporate loans
|
5,984,016
|
|
|
5,949,550
|
|
|
10,871
|
|
|
2,070
|
|
|
1,396
|
|
|
20,129
|
|
||||||
Home equity
|
653,468
|
|
|
644,996
|
|
|
2,452
|
|
|
216
|
|
|
494
|
|
|
5,310
|
|
||||||
1-4 family mortgages
|
355,854
|
|
|
348,784
|
|
|
2,273
|
|
|
528
|
|
|
853
|
|
|
3,416
|
|
||||||
Installment
|
137,602
|
|
|
136,780
|
|
|
733
|
|
|
69
|
|
|
—
|
|
|
20
|
|
||||||
Total consumer loans
|
1,146,924
|
|
|
1,130,560
|
|
|
5,458
|
|
|
813
|
|
|
1,347
|
|
|
8,746
|
|
||||||
Covered loans
|
30,775
|
|
|
29,670
|
|
|
376
|
|
|
174
|
|
|
—
|
|
|
555
|
|
||||||
Total loans
|
$
|
7,161,715
|
|
|
$
|
7,109,780
|
|
|
$
|
16,705
|
|
|
$
|
3,057
|
|
|
$
|
2,743
|
|
|
$
|
29,430
|
|
|
As of
|
||||||||||||||||||
|
March 31,
2016 |
|
December 31,
2015 |
|
September 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||||
Non-performing assets, excluding covered loans and covered OREO
|
|||||||||||||||||||
Non-accrual loans
|
$
|
31,383
|
|
|
$
|
28,875
|
|
|
$
|
32,308
|
|
|
$
|
45,009
|
|
|
$
|
48,077
|
|
90 days or more past due loans
|
5,483
|
|
|
2,883
|
|
|
4,559
|
|
|
2,744
|
|
|
3,564
|
|
|||||
Total non-performing loans
|
36,866
|
|
|
31,758
|
|
|
36,867
|
|
|
47,753
|
|
|
51,641
|
|
|||||
Accruing TDRs
|
2,702
|
|
|
2,743
|
|
|
2,771
|
|
|
3,067
|
|
|
3,581
|
|
|||||
OREO
|
29,238
|
|
|
27,349
|
|
|
31,129
|
|
|
24,471
|
|
|
26,042
|
|
|||||
Total non-performing assets
|
$
|
68,806
|
|
|
$
|
61,850
|
|
|
$
|
70,767
|
|
|
$
|
75,291
|
|
|
$
|
81,264
|
|
30-89 days past due loans
|
$
|
29,826
|
|
|
$
|
16,329
|
|
|
$
|
28,629
|
|
|
$
|
28,625
|
|
|
$
|
18,631
|
|
Non-accrual loans to total loans
|
0.40
|
%
|
|
0.40
|
%
|
|
0.47
|
%
|
|
0.66
|
%
|
|
0.71
|
%
|
|||||
Non-performing loans to total loans
|
0.47
|
%
|
|
0.45
|
%
|
|
0.54
|
%
|
|
0.70
|
%
|
|
0.77
|
%
|
|||||
Non-performing assets to loans plus
OREO
|
0.88
|
%
|
|
0.86
|
%
|
|
1.02
|
%
|
|
1.10
|
%
|
|
1.20
|
%
|
|||||
Non-performing covered loans and covered OREO
(1)
|
|||||||||||||||||||
Non-accrual loans
|
$
|
507
|
|
|
$
|
555
|
|
|
$
|
1,303
|
|
|
$
|
3,712
|
|
|
$
|
4,570
|
|
90 days or more past due loans
|
352
|
|
|
174
|
|
|
1,372
|
|
|
1,233
|
|
|
6,390
|
|
|||||
Total non-performing loans
|
859
|
|
|
729
|
|
|
2,675
|
|
|
4,945
|
|
|
10,960
|
|
|||||
OREO
|
411
|
|
|
433
|
|
|
906
|
|
|
3,759
|
|
|
7,309
|
|
|||||
Total non-performing assets
|
$
|
1,270
|
|
|
$
|
1,162
|
|
|
$
|
3,581
|
|
|
$
|
8,704
|
|
|
$
|
18,269
|
|
30-89 days past due loans
|
$
|
316
|
|
|
$
|
376
|
|
|
$
|
221
|
|
|
$
|
232
|
|
|
$
|
481
|
|
Total non-performing assets
|
|||||||||||||||||||
Non-accrual loans
|
$
|
31,890
|
|
|
$
|
29,430
|
|
|
$
|
33,611
|
|
|
$
|
48,721
|
|
|
$
|
52,647
|
|
90 days or more past due loans
|
5,835
|
|
|
3,057
|
|
|
5,931
|
|
|
3,977
|
|
|
9,954
|
|
|||||
Total non-performing loans
|
37,725
|
|
|
32,487
|
|
|
39,542
|
|
|
52,698
|
|
|
62,601
|
|
|||||
Accruing TDRs
|
2,702
|
|
|
2,743
|
|
|
2,771
|
|
|
3,067
|
|
|
3,581
|
|
|||||
OREO
|
29,649
|
|
|
27,782
|
|
|
32,035
|
|
|
28,230
|
|
|
33,351
|
|
|||||
Total non-performing assets
|
$
|
70,076
|
|
|
$
|
63,012
|
|
|
$
|
74,348
|
|
|
$
|
83,995
|
|
|
$
|
99,533
|
|
30-89 days past due loans
|
$
|
30,142
|
|
|
$
|
16,705
|
|
|
$
|
28,850
|
|
|
$
|
28,857
|
|
|
$
|
19,112
|
|
Non-accrual loans to total loans
|
0.41
|
%
|
|
0.41
|
%
|
|
0.49
|
%
|
|
0.71
|
%
|
|
0.77
|
%
|
|||||
Non-performing loans to total loans
|
0.48
|
%
|
|
0.45
|
%
|
|
0.57
|
%
|
|
0.77
|
%
|
|
0.92
|
%
|
|||||
Non-performing assets to loans plus
OREO
|
0.89
|
%
|
|
0.88
|
%
|
|
1.07
|
%
|
|
1.22
|
%
|
|
1.46
|
%
|
(1)
|
Due to the impact of protection provided by the loss share agreements with the FDIC that substantially mitigate the risk of loss, covered loans and covered OREO are separated in this table. Past due covered loans in the table above are determined by borrower performance compared to contractual terms, but are considered accruing loans since they continue to perform in accordance with our expectations of cash flows. For a discussion of covered loans, see Note 1 and Note
6
of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
|
|
As of
|
|||||||||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
|
|||||||||||||||
|
Number
of Loans
|
|
Amount
|
|
Number
of Loans
|
|
Amount
|
|
Number
of Loans
|
|
Amount
|
|||||||||
Commercial and industrial
|
5
|
|
|
$
|
1,309
|
|
|
5
|
|
|
$
|
1,344
|
|
|
6
|
|
|
$
|
1,429
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Office, retail, and industrial
|
1
|
|
|
162
|
|
|
1
|
|
|
164
|
|
|
2
|
|
|
571
|
|
|||
Multi-family
|
3
|
|
|
774
|
|
|
3
|
|
|
784
|
|
|
5
|
|
|
1,111
|
|
|||
Other commercial real estate
|
3
|
|
|
334
|
|
|
3
|
|
|
340
|
|
|
3
|
|
|
357
|
|
|||
Total commercial real estate
|
7
|
|
|
1,270
|
|
|
7
|
|
|
1,288
|
|
|
10
|
|
|
2,039
|
|
|||
Total corporate loans
|
12
|
|
|
2,579
|
|
|
12
|
|
|
2,632
|
|
|
16
|
|
|
3,468
|
|
|||
Home equity
|
16
|
|
|
1,135
|
|
|
17
|
|
|
1,161
|
|
|
17
|
|
|
1,124
|
|
|||
1-4 family mortgages
|
11
|
|
|
1,256
|
|
|
11
|
|
|
1,274
|
|
|
9
|
|
|
985
|
|
|||
Total consumer loans
|
27
|
|
|
2,391
|
|
|
28
|
|
|
2,435
|
|
|
26
|
|
|
2,109
|
|
|||
Total TDRs
|
39
|
|
|
$
|
4,970
|
|
|
40
|
|
|
$
|
5,067
|
|
|
42
|
|
|
$
|
5,577
|
|
Accruing TDRs
|
22
|
|
|
$
|
2,702
|
|
|
23
|
|
|
$
|
2,743
|
|
|
27
|
|
|
$
|
3,581
|
|
Non-accrual TDRs
|
17
|
|
|
2,268
|
|
|
17
|
|
|
2,324
|
|
|
15
|
|
|
1,996
|
|
|||
Total TDRs
|
39
|
|
|
$
|
4,970
|
|
|
40
|
|
|
$
|
5,067
|
|
|
42
|
|
|
$
|
5,577
|
|
Year-to-date charge-offs on TDRs
|
|
|
$
|
—
|
|
|
|
|
$
|
2,687
|
|
|
|
|
$
|
2,590
|
|
|||
Specific reserves related to TDRs
|
|
|
729
|
|
|
|
|
758
|
|
|
|
|
800
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Special
Mention
(1)
|
|
Substandard
(2)
|
|
Total
(3)
|
|
Special
Mention
(1)
|
|
Substandard
(2)
|
|
Total
(3)
|
||||||||||||
Commercial and industrial
|
$
|
121,950
|
|
|
$
|
40,759
|
|
|
$
|
162,709
|
|
|
$
|
86,263
|
|
|
$
|
52,590
|
|
|
$
|
138,853
|
|
Agricultural
|
33,122
|
|
|
8,263
|
|
|
41,385
|
|
|
—
|
|
|
5,562
|
|
|
5,562
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
38,648
|
|
|
33,680
|
|
|
72,328
|
|
|
32,463
|
|
|
35,788
|
|
|
68,251
|
|
||||||
Multi-family
|
5,467
|
|
|
3,979
|
|
|
9,446
|
|
|
5,742
|
|
|
3,970
|
|
|
9,712
|
|
||||||
Construction
|
4,270
|
|
|
13,186
|
|
|
17,456
|
|
|
4,678
|
|
|
9,803
|
|
|
14,481
|
|
||||||
Other commercial real estate
|
15,794
|
|
|
15,404
|
|
|
31,198
|
|
|
13,179
|
|
|
13,654
|
|
|
26,833
|
|
||||||
Total commercial real estate
|
64,179
|
|
|
66,249
|
|
|
130,428
|
|
|
56,062
|
|
|
63,215
|
|
|
119,277
|
|
||||||
Total performing potential
problem loans
|
$
|
219,251
|
|
|
$
|
115,271
|
|
|
$
|
334,522
|
|
|
$
|
142,325
|
|
|
$
|
121,367
|
|
|
$
|
263,692
|
|
Performing potential problem loans to corporate loans
|
3.37
|
%
|
|
1.77
|
%
|
|
5.14
|
%
|
|
2.38
|
%
|
|
2.03
|
%
|
|
4.41
|
%
|
(1)
|
Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.
|
(2)
|
Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well-secured and collection of principal and interest is expected within a reasonable time.
|
(3)
|
Total performing potential problem loans excludes accruing TDRs of
$854,000
as of
March 31, 2016
and
$862,000
as of
December 31, 2015
.
|
|
|
As of
|
||||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||
Single-family homes
|
|
$
|
3,597
|
|
|
$
|
3,965
|
|
|
$
|
3,430
|
|
Land parcels:
|
|
|
|
|
|
|
||||||
Raw land
|
|
1,689
|
|
|
1,464
|
|
|
6,044
|
|
|||
Commercial lots
|
|
9,163
|
|
|
9,207
|
|
|
9,436
|
|
|||
Single-family lots
|
|
1,289
|
|
|
1,719
|
|
|
1,350
|
|
|||
Total land parcels
|
|
12,141
|
|
|
12,390
|
|
|
16,830
|
|
|||
Multi-family units
|
|
116
|
|
|
426
|
|
|
998
|
|
|||
Commercial properties
|
|
13,795
|
|
|
11,001
|
|
|
12,093
|
|
|||
Total OREO
|
|
$
|
29,649
|
|
|
$
|
27,782
|
|
|
$
|
33,351
|
|
|
|
Quarters Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
27,782
|
|
|
$
|
34,966
|
|
Transfers from loans
|
|
942
|
|
|
1,038
|
|
||
Acquisitions
|
|
2,863
|
|
|
—
|
|
||
Proceeds from sales
|
|
(1,640
|
)
|
|
(2,708
|
)
|
||
(Losses) Gains on sales of OREO
|
|
(161
|
)
|
|
793
|
|
||
OREO valuation adjustments
|
|
(137
|
)
|
|
(738
|
)
|
||
Ending balance
|
|
$
|
29,649
|
|
|
$
|
33,351
|
|
|
|
Loans, Excluding Acquired Loans
|
|
Acquired Loans
(1)
|
|
Total
|
||||||
Quarter ended March 31, 2016
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
73,268
|
|
|
$
|
1,587
|
|
|
$
|
74,855
|
|
Net charge-offs
|
|
(4,019
|
)
|
|
(54
|
)
|
|
(4,073
|
)
|
|||
Provision for loan losses
|
|
7,401
|
|
|
192
|
|
|
7,593
|
|
|||
Ending balance
|
|
$
|
76,650
|
|
|
$
|
1,725
|
|
|
$
|
78,375
|
|
As of March 31, 2016
|
|
|
|
|
|
|
||||||
Total loans
|
|
$
|
6,916,219
|
|
|
$
|
906,336
|
|
|
$
|
7,822,555
|
|
Remaining acquisition adjustment
(2)
|
|
N/A
|
|
|
31,581
|
|
|
31,581
|
|
|||
Allowance for credit losses to total loans
|
|
1.11
|
%
|
|
0.19
|
%
|
|
1.00
|
%
|
|||
Remaining acquisition adjustment to acquired loans
|
|
N/A
|
|
|
3.48
|
%
|
|
N/A
|
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
||||||
Total loans
|
|
$
|
6,619,539
|
|
|
$
|
542,176
|
|
|
$
|
7,161,715
|
|
Remaining acquisition adjustment
(2)
|
|
N/A
|
|
|
17,676
|
|
|
17,676
|
|
|||
Allowance for credit losses to total loans
|
|
1.11
|
%
|
|
0.29
|
%
|
|
1.05
|
%
|
|||
Remaining acquisition adjustment to acquired loans
|
|
N/A
|
|
|
3.26
|
%
|
|
N/A
|
|
(1)
|
These amounts and ratios relate to the loans acquired in completed acquisitions.
|
(2)
|
The remaining acquisition adjustment consists of
$13.4 million
and
$18.2 million
relating to purchased credit impaired ("PCI") and non-purchased credit impaired ("Non-PCI") loans, respectively, as of
March 31, 2016
, and $8.5 million and $9.2 million relating to PCI and Non-PCI loans, respectively, as of
December 31, 2015
.
|
|
Quarters Ended
|
||||||||||||||||||
|
March 31,
2016 |
|
December 31,
2015 |
|
September 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||||
Change in allowance for credit losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
74,855
|
|
|
$
|
73,725
|
|
|
$
|
73,279
|
|
|
$
|
72,806
|
|
|
$
|
74,510
|
|
Loan charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, industrial, and agricultural
|
1,898
|
|
|
2,361
|
|
|
1,948
|
|
|
4,127
|
|
|
7,449
|
|
|||||
Office, retail, and industrial
|
524
|
|
|
274
|
|
|
563
|
|
|
1,894
|
|
|
156
|
|
|||||
Multi-family
|
204
|
|
|
(20
|
)
|
|
68
|
|
|
469
|
|
|
28
|
|
|||||
Construction
|
126
|
|
|
121
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|||||
Other commercial real estate
|
1,445
|
|
|
201
|
|
|
598
|
|
|
527
|
|
|
1,317
|
|
|||||
Consumer
|
992
|
|
|
1,464
|
|
|
1,172
|
|
|
751
|
|
|
800
|
|
|||||
Covered
|
—
|
|
|
—
|
|
|
8
|
|
|
323
|
|
|
303
|
|
|||||
Total loan charge-offs
|
5,189
|
|
|
4,401
|
|
|
4,357
|
|
|
8,106
|
|
|
10,053
|
|
|||||
Recoveries of loan charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, industrial, and agricultural
|
502
|
|
|
580
|
|
|
347
|
|
|
854
|
|
|
792
|
|
|||||
Office, retail, and industrial
|
103
|
|
|
7
|
|
|
106
|
|
|
32
|
|
|
322
|
|
|||||
Multi-family
|
25
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
4
|
|
|||||
Construction
|
15
|
|
|
16
|
|
|
114
|
|
|
203
|
|
|
17
|
|
|||||
Other commercial real estate
|
151
|
|
|
91
|
|
|
506
|
|
|
1,130
|
|
|
266
|
|
|||||
Consumer
|
320
|
|
|
330
|
|
|
213
|
|
|
319
|
|
|
321
|
|
|||||
Covered
|
—
|
|
|
—
|
|
|
7
|
|
|
38
|
|
|
75
|
|
|||||
Total recoveries of loan charge-offs
|
1,116
|
|
|
1,031
|
|
|
1,294
|
|
|
2,579
|
|
|
1,797
|
|
|||||
Net loan charge-offs
|
4,073
|
|
|
3,370
|
|
|
3,063
|
|
|
5,527
|
|
|
8,256
|
|
|||||
Provision for loan losses
|
7,593
|
|
|
4,500
|
|
|
4,100
|
|
|
6,000
|
|
|
6,552
|
|
|||||
Decrease in reserve for unfunded
commitments
(1)
|
—
|
|
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
—
|
|
|||||
Total provision for loan losses and other
expense
|
7,593
|
|
|
4,500
|
|
|
3,509
|
|
|
6,000
|
|
|
6,552
|
|
|||||
Ending balance
|
$
|
78,375
|
|
|
$
|
74,855
|
|
|
$
|
73,725
|
|
|
$
|
73,279
|
|
|
$
|
72,806
|
|
(1)
|
Included in other noninterest income in the Condensed Consolidated Statements of Income.
|
|
Quarters Ended
|
||||||||||||||||||
|
March 31,
2016 |
|
December 31,
2015 |
|
September 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||||
Allowance for credit losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
75,582
|
|
|
$
|
71,992
|
|
|
$
|
68,384
|
|
|
$
|
66,602
|
|
|
$
|
65,311
|
|
Allowance for covered loan losses
|
1,568
|
|
|
1,638
|
|
|
4,116
|
|
|
4,861
|
|
|
5,679
|
|
|||||
Total allowance for loan losses
|
77,150
|
|
|
73,630
|
|
|
72,500
|
|
|
71,463
|
|
|
70,990
|
|
|||||
Reserve for unfunded commitments
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,816
|
|
|
1,816
|
|
|||||
Total allowance for credit losses
|
$
|
78,375
|
|
|
$
|
74,855
|
|
|
$
|
73,725
|
|
|
$
|
73,279
|
|
|
$
|
72,806
|
|
|
|||||||||||||||||||
Allowance for credit losses to loans
(1)
|
1.00
|
%
|
|
1.05
|
%
|
|
1.06
|
%
|
|
1.07
|
%
|
|
1.07
|
%
|
|||||
Allowance for credit losses to
non-accrual loans
(2)
|
244.74
|
%
|
|
253.57
|
%
|
|
215.45
|
%
|
|
152.01
|
%
|
|
139.62
|
%
|
|||||
Allowance for credit losses to
non-performing loans
(2)
|
208.34
|
%
|
|
230.55
|
%
|
|
188.81
|
%
|
|
143.27
|
%
|
|
129.99
|
%
|
|||||
Average loans
|
$
|
7,341,331
|
|
|
$
|
7,008,197
|
|
|
$
|
6,881,128
|
|
|
$
|
6,808,219
|
|
|
$
|
6,731,939
|
|
Net loan charge-offs to average loans,
annualized
|
0.22
|
%
|
|
0.19
|
%
|
|
0.18
|
%
|
|
0.33
|
%
|
|
0.50
|
%
|
(1)
|
This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. See the Allowance for Credit Losses and Acquisition Adjustment table above for further discussion of the allowance for acquired loan losses and the related acquisition adjustment.
|
(2)
|
These amounts and ratios exclude covered loans and covered OREO. For a discussion of covered loans, see Note
6
of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
|
|
Quarters Ended
|
|
|
March 31, 2016
% Change From |
||||||||||||||
|
March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
|
|
December 31,
2015 |
|
March 31,
2015 |
||||||||
Demand deposits
|
$
|
2,463,017
|
|
|
$
|
2,560,604
|
|
|
$
|
2,312,431
|
|
|
|
(3.8
|
)%
|
|
6.5
|
%
|
Savings deposits
|
1,575,174
|
|
|
1,483,962
|
|
|
1,426,546
|
|
|
|
6.1
|
%
|
|
10.4
|
%
|
|||
NOW accounts
|
1,448,666
|
|
|
1,411,425
|
|
|
1,365,494
|
|
|
|
2.6
|
%
|
|
6.1
|
%
|
|||
Money market accounts
|
1,583,898
|
|
|
1,576,258
|
|
|
1,521,762
|
|
|
|
0.5
|
%
|
|
4.1
|
%
|
|||
Core deposits
|
7,070,755
|
|
|
7,032,249
|
|
|
6,626,233
|
|
|
|
0.5
|
%
|
|
6.7
|
%
|
|||
Time deposits
|
1,165,434
|
|
|
1,136,766
|
|
|
1,250,456
|
|
|
|
2.5
|
%
|
|
(6.8
|
)%
|
|||
Brokered deposits
|
18,029
|
|
|
16,129
|
|
|
16,106
|
|
|
|
11.8
|
%
|
|
11.9
|
%
|
|||
Total time deposits
|
1,183,463
|
|
|
1,152,895
|
|
|
1,266,562
|
|
|
|
2.7
|
%
|
|
(6.6
|
)%
|
|||
Total deposits
|
8,254,218
|
|
|
8,185,144
|
|
|
7,892,795
|
|
|
|
0.8
|
%
|
|
4.6
|
%
|
|||
Securities sold under agreements to
repurchase
|
142,939
|
|
|
122,273
|
|
|
127,571
|
|
|
|
16.9
|
%
|
|
12.0
|
%
|
|||
Federal funds purchased
|
—
|
|
|
71
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|||
FHLB advances
|
159,687
|
|
|
44,776
|
|
|
—
|
|
|
|
256.6
|
%
|
|
N/A
|
|
|||
Other borrowings
|
606
|
|
|
—
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total borrowed funds
|
303,232
|
|
|
167,120
|
|
|
127,571
|
|
|
|
81.4
|
%
|
|
137.7
|
%
|
|||
Senior and subordinated debt
|
201,253
|
|
|
201,168
|
|
|
200,910
|
|
|
|
—
|
%
|
|
0.2
|
%
|
|||
Total funding sources
|
$
|
8,758,703
|
|
|
$
|
8,553,432
|
|
|
$
|
8,221,276
|
|
|
|
2.4
|
%
|
|
6.5
|
%
|
Average interest rate paid on
borrowed funds
|
1.75
|
%
|
|
2.97
|
%
|
|
0.06
|
%
|
|
|
|
|
|
|||||
Weighted-average maturity of FHLB
advances
|
1.3 months
|
|
|
2.0 months
|
|
|
N/A
|
|
|
|
|
|
|
|||||
Weighted-average interest rate of
FHLB advances
|
0.50
|
%
|
|
0.40
|
%
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2016
|
||||||||||||
|
As of
|
|
Regulatory
Minimum
For
Well-
Capitalized
|
|
|
||||||||||||
|
March 31,
2016 |
|
December 31, 2015
|
|
|
Excess Over
Required Minimums |
|||||||||||
Bank regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital to risk-weighted assets
|
10.76
|
%
|
|
11.02
|
%
|
|
10.00
|
%
|
|
8
|
%
|
|
$
|
69,490
|
|
||
Tier 1 capital to risk-weighted assets
|
9.90
|
%
|
|
10.13
|
%
|
|
8.00
|
%
|
|
24
|
%
|
|
$
|
175,107
|
|
||
Tier 1 common capital to risk-weighted assets
|
9.90
|
%
|
|
10.13
|
%
|
|
6.50
|
%
|
|
52
|
%
|
|
$
|
313,093
|
|
||
Tier 1 leverage to average assets
|
9.48
|
%
|
|
9.09
|
%
|
|
5.00
|
%
|
|
90
|
%
|
|
$
|
430,654
|
|
||
Company regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital to risk-weighted assets
|
10.64
|
%
|
|
11.15
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 capital to risk-weighted assets
|
9.81
|
%
|
|
10.28
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 common capital to risk-weighted assets
|
9.30
|
%
|
|
9.73
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage to average assets
|
9.56
|
%
|
|
9.40
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Reconciliation of Company capital components to GAAP
|
|
|
|
|
|
|
|
|
|||||||||
Total stockholders' equity
|
$
|
1,224,565
|
|
|
$
|
1,146,268
|
|
|
|
|
|
|
|
||||
Goodwill and other intangible assets
|
(369,979
|
)
|
|
(339,277
|
)
|
|
|
|
|
|
|
||||||
Tangible common equity
|
854,586
|
|
|
806,991
|
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss
|
15,041
|
|
|
28,389
|
|
|
|
|
|
|
|
||||||
Tangible common equity, excluding
accumulated other comprehensive loss
|
$
|
869,627
|
|
|
$
|
835,380
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
10,728,922
|
|
|
$
|
9,732,676
|
|
|
|
|
|
|
|
||||
Goodwill and other intangible assets
|
(369,979
|
)
|
|
(339,277
|
)
|
|
|
|
|
|
|
||||||
Tangible assets
|
$
|
10,358,943
|
|
|
$
|
9,393,399
|
|
|
|
|
|
|
|
||||
Risk-weighted assets
|
$
|
9,452,551
|
|
|
$
|
8,687,864
|
|
|
|
|
|
|
|
||||
Company tangible common equity ratios
(1)(2)
|
|
|
|
|
|
|
|
|
|
||||||||
Tangible common equity to tangible assets
|
8.25
|
%
|
|
8.59
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tangible common equity, excluding
accumulated other comprehensive loss,
to tangible assets
|
8.39
|
%
|
|
8.89
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Tangible common equity to risk-weighted
assets
|
9.04
|
%
|
|
9.29
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Ratios are not subject to formal Federal Reserve regulatory guidance.
|
(2)
|
In management's view, Tier 1 common capital and TCE measures are meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with competitors.
|
|
|
Immediate Change in Rates
|
||||||||||||||
|
|
+300
|
|
+200
|
|
+100
|
|
-100
|
||||||||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Dollar change
|
|
$
|
47,421
|
|
|
$
|
28,944
|
|
|
$
|
20,806
|
|
|
$
|
(22,320
|
)
|
Percent change
|
|
13.8
|
%
|
|
8.4
|
%
|
|
6.1
|
%
|
|
(6.5
|
)%
|
||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Dollar change
|
|
$
|
46,556
|
|
|
$
|
28,038
|
|
|
$
|
19,420
|
|
|
$
|
(18,421
|
)
|
Percent change
|
|
14.8
|
%
|
|
8.9
|
%
|
|
6.2
|
%
|
|
(5.9
|
)%
|
|
|
Total
Number of
Shares
Purchased
(1)
|
|
Average
Price
Paid per
Share
|
|
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan or
Program
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plan or
Program
|
|||||
January 1 – January 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,487,947
|
|
February 1 – February 29, 2016
|
|
111,277
|
|
|
16.15
|
|
|
—
|
|
|
2,487,947
|
|
|
March 1 – March 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,487,947
|
|
|
Total
|
|
111,277
|
|
|
$
|
16.15
|
|
|
—
|
|
|
|
(1)
|
Consists of shares acquired pursuant to the Company's share-based compensation plans and not the Company's Board-approved stock repurchase program. Under the terms of the Company's share-based compensation plans, the Company accepts previously owned shares of Common Stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted shares or by option holders upon exercise to cover the exercise price of the stock options.
|
Exhibit
Number
|
Description of Documents
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009.
|
3.2
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2014.
|
3.3
|
|
Amended and Restated By-Laws of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012.
|
10.1
|
|
Form of Restricted Stock Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
|
10.2
|
|
Form of Restricted Stock Unit Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
|
10.3
|
|
Form of Performance Share Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
|
11
|
|
Statement re: Computation of Per Share Earnings - The computation of basic and diluted earnings per common share is included in Note 10 of the Company's Notes to the Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.
|
15
|
|
Acknowledgement of Independent Registered Public Accounting Firm.
|
31.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
(1)
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
(1)
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99
|
|
Review Report of Independent Registered Public Accounting Firm.
|
101
|
|
Interactive Data File.
|
(1)
|
Furnished, not filed.
|
First Midwest Bancorp, Inc.
|
|
/s/ PAUL F. CLEMENS
|
Paul F. Clemens
Executive Vice President and Chief Financial Officer*
|
RE:
|
Award Letter Agreement dated [Date]; Restricted Stock Award [Number];
|
(1)
|
Award
|
(a)
|
The Company hereby grants to you an Award of an opportunity to earn [Number of Shares] shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), subject to the restrictions and other conditions set forth herein and in the Omnibus Plan. Such shares are referred to in this Award Agreement as the “Restricted Shares.” Restricted Shares may not be sold, transferred, pledged, gifted, assigned or otherwise alienated or hypothecated, subject to paragraphs (2), (3), (4) and (5). Within a reasonable time after the date of this Award, the Company shall instruct its stock transfer agent to establish a book entry account representing the Restricted Shares in your name effective as of the Date of Grant, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.
|
(b)
|
As promptly as practical after the date on which a portion or all of the Restricted Shares vest under this Award Agreement, and after receipt of any required tax withholding under paragraph 8, the Company shall instruct the stock transfer agent to transfer the number of vested Restricted Shares (less any shares withheld in satisfaction of tax withholding obligations under paragraph 8, if any) to an unrestricted account over which only you (or, in the case of your death, your designated beneficiary or authorized representative) have control.
|
(2)
|
Restrictions; Vesting
|
(3)
|
Termination of Employment
|
(b)
|
“Good Reason” shall mean the occurrence of any event, other than in connection with termination of your employment by the Company, which results in (A) a material diminution of your principal duties or responsibilities from those in effect immediately prior to the Change in Control, including, without limitation, a significant change in the nature or scope of your principal duties or responsibilities, such that your duties or responsibilities are inconsistent with those immediately prior to the Change in Control, and commonly (in the banking industry) considered to be of lesser responsibility, or (B) a material diminution of your compensation from that immediately prior to the Change in Control, or (C) you being required to be based at an office or location which is more than 35 miles from your office or location immediately prior to the Change in Control. Notwithstanding the foregoing, in order for your resignation for Good Reason to occur, (x) you must provide written notice of the Good Reason event to the Company or its subsidiary within 90 days after the initial existence of such event; (y) the Company or its subsidiary must not have cured such condition within 30 days of receipt of your written notice or the Company or its subsidiary must have stated unequivocally in writing that it does not intend to attempt to cure such condition; and (z) you must resign from employment at the end of the period within which the Company or a subsidiary was entitled to remedy the condition constituting Good Reason but failed to do so.
|
(4)
|
Effect of Change in Control
|
(a)
|
The award has a value at least equal to the value of the Original Award;
|
(b)
|
The award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
|
(c)
|
The other terms and conditions of the award are not less favorable to you than the terms and conditions of the Original Award, including the provisions of paragraph (3) relating to vesting in the event of a Qualifying Termination (except that in the event of a subsequent Change in Control of the Company or its successor, the Substitute Award shall be fully vested and freely transferable upon such subsequent Change in Control).
|
(5)
|
Non-Transferability
|
(6)
|
Securities Law Restrictions
|
(9)
|
Tax Consequences
|
(10)
|
Employment; Successors
|
(11)
|
Conformity with the Omnibus Plan
|
(a)
|
The Award is intended to conform in all respects with the Omnibus Plan. Inconsistencies between the Omnibus Plan and this Award Agreement shall be resolved in accordance with the provisions of this Award Agreement. By executing and returning the enclosed Confirmation of Acceptance of this Award Agreement, you agree to be bound by all the terms hereof and of the Omnibus Plan. All capitalized terms used but not otherwise defined in this Award Agreement shall have the same definitions stated in the Omnibus Plan.
|
(b)
|
Any action taken or decision made by the Compensation Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement or the Omnibus Plan shall lie within the Compensation Committee’s sole and absolute discretion, and shall be final, conclusive and binding on you and all persons claiming under or through you. This Award Agreement shall be binding upon your heirs, executors, administrators and successors.
|
(c)
|
Except as otherwise provided in this Award Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to any choice of law rules thereof (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware.
|
(a)
|
The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable
|
(b)
|
During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and
|
(c)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of your employment with any member of the Affiliated Group, you covenant and agree not to, directly or indirectly, (i) for your own account or as an employee, officer, director, owner, partner, representative, agent or consultant of any corporation, limited liability company, partnership, firm, business, joint venture, group, sole proprietorship or other entity, solicit, call upon, contact, sell to, perform services for or contract with any clients or customers of a member of the Affiliated Group for the purpose of providing to such client or customer services or products of any kind that are offered or provided by a member of the Affiliated Group, (ii) act as an independent contractor in connection with any of the foregoing, (iii) assist any person, business or entity in connection with any of the foregoing, or (iv) accept any business from any such client or customer, which business involves services or products of any kind that are offered or provided by a member of the Affiliated Group. For purposes of this Award Agreement, the term “customer” means any person, business, entity or organization which is or was a client or customer of a member of the Affiliated Group at any time during the period of your employment with such member of the Affiliated Group, other than any client or customer which has ceased to do business with a member of the Affiliated Group at least six (6) months prior to the last day of your employment without any inducement, encouragement or involvement by you and which client or customer you had contact with, had access to, supervised others’ contact with, or obtained Confidential Information concerning, as a result of your employment with the Company. Without limiting the generality of the foregoing, this restriction prohibits you from providing the name or confidential information about a client or customer of a member of the Affiliated Group to a subsequent employer or an employee of a subsequent employer for the purpose of that subsequent employer or employee of the subsequent employer contacting or soliciting any client or customer of a member of the Affiliated Group for the purpose of providing to such client or customer services or products of any kind that are offered or provided by a member of the Affiliated Group; and
|
(d)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of
|
(e)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of your employment with any member of the Affiliated Group, you covenant and agree not to, directly or indirectly, make, cause to be made or publish any statement or disclosure (whether verbally, in writing or by electronic or other medium) that disparages or is otherwise negative about any member of the Affiliated Group or any employee, officer, director, client or customer of any member of the Affiliated Group or assist any other person, business or entity to do so; and
|
(f)
|
During the period of your employment you shall use all property of any member of the Affiliated Group (including, but not limited to, all mobile telephones, computers, laptops, tablets, credit cards, access cards, keys and passwords) solely in furtherance of your employment with one or more members of the Affiliated Group and not in violation of any statute, law, rule or regulation or any policy of any member of the Affiliated Group. Upon your last day of employment, you shall cease using and shall return all of such property to a member of the Affiliated Group; and
|
(g)
|
The restrictive covenants set forth in this paragraph (12) are independent of and in addition to the restrictive covenants set forth in any Employment Agreement and/or a Confidentiality and Restrictive Covenants Agreement (“CRCA”) with the Company. The restrictive covenants set forth in the Employment Agreement and/or CRCA are and shall remain in full force and effect and binding upon you and, in the event of any conflict between the restrictive covenants set forth in this paragraph (12) and those set forth in the Employment Agreement and/or CRCA, the restrictive covenants set forth in the Employment Agreement and/or CRCA shall control. Without limiting the generality of the foregoing, the restrictive covenants set forth in this paragraph (12) shall be in full force and effect and binding upon you during your employment and following any termination of your employment with the Company or any of its subsidiaries or affiliates (regardless if your termination of employment occurs before or after a Change in Control or if such termination of employment is with or without Cause, by resignation for Good Reason or no reason, or otherwise) for the periods specified in this paragraph (12) and without regard to any geographic limitation; and
|
(h)
|
In the event that any provision, or part thereof, of this paragraph (12) shall be declared by a court to exceed the maximum time period or scope that the court deems to be enforceable, then the Company and you expressly authorize the court to modify such provision, or part thereof, so that it may be enforced to the fullest extent permitted by law; and
|
(i)
|
In the event that you breach any of the covenants or agreements set forth in this paragraph (12) and/or any Employment Agreement and/or CRCA, you shall immediately forfeit all rights to the Award and the Restricted Shares and all unearned, unvested or unexercised awards under the Omnibus Plan and the STIC Plan; and
|
(j)
|
The validity, interpretation, construction and performance of this paragraph (12) shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof. The exclusive venue for any litigation between you and the Company or any of its subsidiaries or affiliates for any dispute arising out of or relating to this Agreement shall be the state court located in Cook County, Illinois, or the federal district court located in Chicago, Illinois, and you hereby irrevocably consent to any such court’s exercise of personal jurisdiction over you for such purpose; and
|
(k)
|
The restrictions set forth in this paragraph (12) are reasonable and necessary for the protection of each member of the Affiliated Group’s legitimate business interests, and do not impose any undue economic hardship on you or otherwise preclude you from gainful employment.
|
(a)
|
This Award Agreement and the Omnibus Plan set forth the entire terms and conditions of the Award. No officer or employee of the Company is authorized to amend or modify the Award or this Award Agreement without the approval of the Compensation Committee, and any such amendment or modification of the Award or this Award Agreement shall be in writing and signed by an authorized officer of the Company and you. In the event that any provision of this Award Agreement is found to be invalid or unenforceable, the remaining provisions hereof shall remain binding and in full force and effect.
|
(b)
|
If you breach or threaten to breach any of the covenants and agreements set forth in paragraph (12) hereof and the Company initiates any legal action against you and successfully enforces
|
(c)
|
You acknowledge and agree that the Company may suffer irreparable harm if you breach or threaten to breach any of the provisions of paragraph (12) hereof and that, in the event of your actual or threatened breach of paragraph (12), the Company may not have an adequate remedy at law. Accordingly, you agree that, in addition to any other remedies at law or in equity available to the Company for your actual breach or threatened breach of paragraph (12), the Company is entitled to specific performance and injunctive relief against you to prevent any such actual or threatened breach without the necessity of posting a bond or other security.
|
(d)
|
THE COMPANY AND YOU HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE UNDER OR ACTION RELATING TO THIS AWARD AGREEMENT AND AGREE THAT ANY SUCH DISPUTE OR ACTION SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
|
RE:
|
Award Letter Agreement dated [Date]; Restricted Stock Unit Award [Number];
|
(1)
|
Award
|
(2)
|
Restrictions; Vesting
|
(3)
|
Termination of Employment
|
(b)
|
“Good Reason” shall mean the occurrence of any event, other than in connection with termination of your employment by the Company, which results in (A) a material diminution of your principal duties or responsibilities from those in effect immediately prior to the Change in Control, including, without limitation, a significant change in the nature or scope of your principal duties or responsibilities, such that your duties or responsibilities are inconsistent with those immediately prior to the Change in Control, and commonly (in the banking industry) considered to be of lesser responsibility, or (B) a material diminution of your compensation from that immediately prior to the Change in Control, or (C) you being required to be based at an office or location which is more than 35 miles from your office or location immediately prior to the Change in Control. Notwithstanding the foregoing, in order for your resignation for Good Reason to occur, (x) you must provide written notice of the Good Reason event to the Company or its subsidiary within 90 days after the initial existence of such event; (y) the Company or its subsidiary must not have cured such condition within 30 days of receipt of your written notice or the Company or its subsidiary must have stated unequivocally in writing that it does not intend to attempt to cure such condition; and (z) you must resign from employment at the end of the period within which the Company or a subsidiary was entitled to remedy the condition constituting Good Reason but failed to do so.
|
(4)
|
Effect of Change in Control
|
(a)
|
The award has a value at least equal to the value of the Original Award;
|
(b)
|
The award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
|
(c)
|
The other terms and conditions of the award are not less favorable to you than the terms and conditions of the Original Award, including the provisions of paragraph (3) above relating to vesting in the event of a Qualifying Termination (except that in the event of a subsequent Change in Control of the Company or its successor, the Substitute Award shall be fully vested and immediately payable upon such subsequent Change in Control).
|
(5)
|
Non-Transferability
|
(6)
|
Securities Law Restrictions
|
(9)
|
Tax Consequences
|
(10)
|
Employment; Successors
|
(11)
|
Conformity with the Omnibus Plan
|
(a)
|
The Award is intended to conform in all respects with the Omnibus Plan. Inconsistencies between the Omnibus Plan and this Award Agreement shall be resolved in accordance with the provisions of this Award Agreement. By executing and returning the Confirmation of Acceptance of this Award Agreement, you agree to be bound by all the terms hereof and of the Omnibus Plan. All capitalized terms used but not otherwise defined in this Award Agreement shall have the same definitions stated in the Omnibus Plan.
|
(b)
|
Any action taken or decision made by the Compensation Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement or the Omnibus Plan shall lie within the Compensation Committee’s sole and absolute discretion, and shall be final, conclusive and binding on you and all persons claiming under or through you. This Award Agreement shall be binding upon your heirs, executors, administrators and successors.
|
(c)
|
Except as otherwise provided in this Award Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to any choice of law rules thereof (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware.
|
(12)
|
Confidentiality and Restrictive Covenants
. You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Restricted Units shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows:
|
(a)
|
The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and
|
(b)
|
During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and
|
(c)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of your employment with any member of the Affiliated Group, you covenant and agree not to, directly or indirectly, (i) for your own account or as an employee, officer, director, owner, partner, representative, agent or consultant of any corporation, limited liability company, partnership, firm, business, joint venture, group, sole proprietorship or other entity, solicit, call upon, contact, sell to, perform services for or contract with any clients or customers of a member of the Affiliated Group for the purpose of providing to such client or customer services or products of any kind that are offered or provided by a member of the Affiliated Group, (ii) act as an independent contractor in connection with any of the foregoing, (iii) assist any person, business or entity in connection with any of the foregoing, or (iv) accept any business from any such client or customer, which business involves services or products of any kind that are offered or provided by a member of the Affiliated Group. For purposes of this Award Agreement, the term “customer” means any person, business, entity or organization which is or was a client or customer of a member of the Affiliated Group at any time during the period of your employment with such member of the Affiliated Group, other than any client or customer which has ceased to do business with a member of the Affiliated Group at least six (6) months prior to the last day of your employment without any inducement, encouragement or involvement by you and which client or customer you had contact with, had access to, supervised others’ contact with, or obtained Confidential Information concerning, as a result of your employment with the Company. Without limiting the generality of the foregoing, this restriction prohibits you from providing the name or confidential information about a client or customer of a member of the Affiliated Group to a subsequent employer or an employee of a subsequent employer for the purpose of that subsequent employer or employee of the subsequent employer contacting or soliciting any client or customer
|
(d)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of your employment with any member of the Affiliated Group, you covenant and agree not to, directly or indirectly, (i) solicit, induce, recruit or encourage any employee of a member of the Affiliated Group to leave the employ of any such member of the Affiliated Group, (ii) assist any other person, business or entity to do so, or (iii) hire any employee of a member of the Affiliated Group. For purposes of this Award Agreement, the term “employee” means any person who is or was an employee of a member of the Affiliated Group during the period of your employment with any member of the Affiliated Group and with respect to whom you had contact or supervisory responsibility or about whom you had access to and used Confidential Information related to their performance or advancement potential, other than a former employee who has not been employed by a member of the Affiliated Group for a period of at least six (6) months prior to the last day of your employment without any inducement, encouragement or involvement by you; and
|
(e)
|
During the period of your employment with any member of the Affiliated Group and thereafter, without interruption, for a period ending twelve (12) consecutive months after the last day of your employment with any member of the Affiliated Group, you covenant and agree not to, directly or indirectly, make, cause to be made or publish any statement or disclosure (whether verbally, in writing or by electronic or other medium) that disparages or is otherwise negative about any member of the Affiliated Group or any employee, officer, director, client or customer of any member of the Affiliated Group or assist any other person, business or entity to do so; and
|
(f)
|
During the period of your employment you shall use all property of any member of the Affiliated Group (including, but not limited to, all mobile telephones, computers, laptops, tablets, credit cards, access cards, keys and passwords) solely in furtherance of your employment with one or more members of the Affiliated Group and not in violation of any statute, law, rule or regulation or any policy of any member of the Affiliated Group. Upon your last day of employment, you shall cease using and shall return all of such property to a member of the Affiliated Group; and
|
(g)
|
The restrictive covenants set forth in this paragraph (12) are independent of and in addition to the restrictive covenants set forth in any Employment Agreement and/or a Confidentiality and Restrictive Covenants Agreement (“CRCA”) with the Company. The restrictive covenants set forth in the Employment Agreement and/or CRCA are and shall remain in full force and effect and binding upon you and, in the event of any conflict between the restrictive covenants set forth in this paragraph (12) and those set forth in the Employment Agreement and/or CRCA, the restrictive covenants set forth in the Employment Agreement and/or CRCA shall control. Without limiting the generality of the foregoing, the restrictive covenants set forth in this paragraph (12) shall be in full force and effect and binding upon you during your employment and following any termination of your employment with the Company or any of its subsidiaries or affiliates (regardless if your termination of employment occurs before or after a Change in Control or if such termination of employment is with or without Cause, by resignation for Good Reason or no reason, or otherwise) for the periods specified in this paragraph (12) and without regard to any geographic limitation; and
|
(h)
|
In the event that any provision, or part thereof, of this paragraph (12) shall be declared by a court to exceed the maximum time period or scope that the court deems to be enforceable, then the Company and you expressly authorize the court to modify such provision, or part thereof, so that it may be enforced to the fullest extent permitted by law; and
|
(i)
|
In the event that you breach any of the covenants or agreements set forth in this paragraph (12) and/or any Employment Agreement and/or CRCA, you shall immediately forfeit all rights to the Award and the Restricted Units and all unearned, unvested or unexercised awards under the Omnibus Plan and the STIC Plan; and
|
(j)
|
The validity, interpretation, construction and performance of this paragraph (12) shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof. The exclusive venue for any litigation between you and the Company or any of its subsidiaries or affiliates for any dispute arising out of or relating to this Agreement shall be the state court located in Cook County, Illinois, or the federal district court located in Chicago, Illinois, and you hereby irrevocably consent to any such court’s exercise of personal jurisdiction over you for such purpose; and
|
(k)
|
The restrictions set forth in this paragraph (12) are reasonable and necessary for the protection of each member of the Affiliated Group’s legitimate business interests, and do not impose any undue economic hardship on you or otherwise preclude you from gainful employment.
|
(13)
|
Regulatory Requirements
|
(14)
|
General
|
(a)
|
This Award Agreement and the Omnibus Plan set forth the entire terms and conditions of the Award. No officer or employee of the Company is authorized to amend or modify the Award or this Award Agreement without the approval of the Compensation Committee, and any such amendment or modification of the Award or this Award Agreement shall be in writing and signed by an authorized officer of the Company and you. In the event that any provision of this Award
|
(b)
|
If you breach or threaten to breach any of the covenants and agreements set forth in paragraph (12) hereof and the Company initiates any legal action against you and successfully enforces such covenants and agreements and/or obtains damages as a result of any breach of such covenants and agreements, the Company shall be entitled to payment and reimbursement from you of its reasonable attorney’s fees and litigation costs (including on appeal) incurred in connection with that action.
|
(c)
|
You acknowledge and agree that the Company may suffer irreparable harm if you breach or threaten to breach any of the provisions of paragraph (12) hereof and that, in the event of your actual or threatened breach of paragraph (12), the Company may not have an adequate remedy at law. Accordingly, you agree that, in addition to any other remedies at law or in equity available to the Company for your actual breach or threatened breach of paragraph (12), the Company is entitled to specific performance and injunctive relief against you to prevent any such actual or threatened breach without the necessity of posting a bond or other security.
|
(d)
|
THE COMPANY AND YOU HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE UNDER OR ACTION RELATING TO THIS AWARD AGREEMENT AND AGREE THAT ANY SUCH DISPUTE OR ACTION SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
|
RE:
|
Award Agreement dated [Date]; Performance Shares Award [Date]; Grant of Performance Shares
|
PERCENTILE RANK
|
% RTSR-BASED PERFORMANCE SHARES EARNED
|
|
|
|
(Threshold)
|
|
|
|
|
|
(Target)
|
|
|
|
|
|
|
|
200%
|
(i)
|
ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume; or
|
(ii)
|
has gone private; or
|
(iii)
|
has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or
|
(iv)
|
has been acquired by or merged into another company (whether by another company in the Comparison Group or otherwise, but not including internal reorganizations), or has sold all or substantially all of its assets.
|
CALENDAR YEAR CRATCE GRID
|
||
2016 CALENDAR YEAR CRATCE
|
|
CALENDAR YEAR CRATCE PAYOUT %
|
|
|
|
|
|
(Threshold)
|
|
|
|
|
|
(Target)
|
|
|
|
|
|
(Maximum)
|
•
|
Registration Statement (Form S-3 No. 33-20439) pertaining to the First Midwest Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan;
|
•
|
Registration Statement (Form S-8 No. 33-25136) pertaining to the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan;
|
•
|
Registration Statement (Form S-8 No. 33-42980) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 333-42273) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 333-61090) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 333-159389) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 333-168973) pertaining to the First Midwest Bancorp, Inc. Amended and Restated Omnibus Stock and Incentive Plan;
|
•
|
Registration Statement (Form S-8 No. 333-63097) pertaining to the First Midwest Bancorp, Inc. Nonqualified Retirement Plan;
|
•
|
Registration Statement (Form S-8 No. 333-63095) pertaining to the First Midwest Bancorp, Inc. Non-employee Directors’ Stock Option Plan;
|
•
|
Registration Statement (Form S-8 No. 333-50140) pertaining to the First Midwest Bancorp, Inc. Non-employee Directors’ 1997 Stock Option Plan; and
|
•
|
Registration Statement (Form S-8 No. 333-151072) pertaining to the First Midwest Bancorp, Inc. Amended and Restated Non-employee Directors Stock Plan
|
1.
|
I have reviewed this report on Form 10-Q of First Midwest Bancorp, Inc.;
|
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 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 4, 2016
|
|
/s/ MICHAEL L. SCUDDER
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of First Midwest Bancorp, Inc.;
|
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 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 4, 2016
|
|
/s/ PAUL F. CLEMENS
Executive Vice President
and Chief Financial Officer
|
1.
|
The Company's Report on Form 10-Q for the quarter ended
March 31, 2016
(the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ MICHAEL L. SCUDDER
|
|
|
|
Name:
|
Michael L. Scudder
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Dated:
|
May 4, 2016
|
|
|
1.
|
The Company's Report on Form 10-Q for the quarter ended
March 31, 2016
(the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ PAUL F. CLEMENS
|
|
|
|
Name:
|
Paul F. Clemens
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
Dated:
|
May 4, 2016
|
|
|