UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
FORM 10-Q
(Mark One)
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2018
 
 
 
 
 
or
 
 
 
 
[ ]
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________.
 

Commission File Number 0-10967
______________________
 
A3282014FMBILOGOA03A09.JPG
(Exact name of registrant as specified in its charter)
Delaware
 
36-3161078
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
One Pierce Place, Suite 1500
Itasca, Illinois 60143-1254
(Address of principal executive offices) (zip code)
______________________
Registrant's telephone number, including area code: (630) 875-7463
______________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X]
 
Accelerated filer [ ]
Non-accelerated filer [ ]
 
Smaller reporting company [ ]
(Do not check if a smaller reporting company)
 
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
As of May 4, 2018, there were 103,084,699 shares of common stock, $.01 par value, outstanding.
 



FIRST MIDWEST BANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page
Part I.
 
FINANCIAL INFORMATION
 
 
Item 1.
 
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
Part II.
 
 
 
Item 1.
 
 
Item 1A.
 
 
Item 2.
 
 
Item 6.
 


Table of Contents



PART I. FINANCIAL INFORMATION (Unaudited)
ITEM 1. FINANCIAL STATEMENTS
FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in thousands, except per share data)
 
 
 
 
 
March 31,
2018
 
December 31,
2017
Assets
 
 
 
 
(Unaudited)
 
 
Cash and due from banks
 
$
150,138

 
$
192,800

Interest-bearing deposits in other banks
 
84,898

 
153,770

Trading securities, at fair value
 
—

 
20,447

Equity securities, at fair value
 
28,513

 
—

Securities available-for-sale, at fair value
 
2,040,950

 
1,884,209

Securities held-to-maturity, at amortized cost
 
13,400

 
13,760

Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost
 
80,508

 
69,708

Loans
 
10,676,774

 
10,437,812

Allowance for loan losses
 
(94,854
)
 
(95,729
)
Net loans
 
10,581,920

 
10,342,083

Other real estate owned ("OREO")
 
17,472

 
20,851

Premises, furniture, and equipment, net
 
126,348

 
123,316

Investment in bank-owned life insurance ("BOLI")
 
281,285

 
279,900

Goodwill and other intangible assets
 
754,814

 
754,757

Accrued interest receivable and other assets
 
219,725

 
221,451

Total assets
 
$
14,379,971

 
$
14,077,052

Liabilities
 
 
 
 
Noninterest-bearing deposits
 
$
3,527,081

 
$
3,576,190

Interest-bearing deposits
 
7,618,941

 
7,477,135

Total deposits
 
11,146,022

 
11,053,325

Borrowed funds
 
950,688

 
714,884

Senior and subordinated debt
 
195,312

 
195,170

Accrued interest payable and other liabilities
 
218,662

 
248,799

Total liabilities
 
12,510,684

 
12,212,178

Stockholders' Equity
 
 
 
 
Common stock
 
1,123

 
1,123

Additional paid-in capital
 
1,021,923

 
1,031,870

Retained earnings
 
1,103,840

 
1,074,990

Accumulated other comprehensive loss, net of tax
 
(57,531
)
 
(33,036
)
Treasury stock, at cost
 
(200,068
)
 
(210,073
)
Total stockholders' equity
 
1,869,287

 
1,864,874

Total liabilities and stockholders' equity
 
$
14,379,971

 
$
14,077,052

 
 
 
 
 
 
 
 
 
March 31, 2018
 
December 31, 2017
 
(Unaudited)
 
 
 
 
 
Preferred
 
Common
 
Preferred
 
Common
 
Shares
 
Shares
 
Shares
 
Shares
Par value
$
—

 
$
0.01

 
$
—

 
$
0.01

Shares authorized
1,000

 
250,000

 
1,000

 
250,000

Shares issued
—

 
112,353

 
—

 
112,351

Shares outstanding
—

 
103,092

 
—

 
102,717

Treasury shares
—

 
9,261

 
—

 
9,634

 
See accompanying unaudited notes to the condensed consolidated financial statements.

3



Table of Contents



FIRST MIDWEST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Interest Income
 
 
 
 
Loans
 
$
118,686

 
$
112,365

Investment securities
 
11,756

 
10,484

Other short-term investments
 
903

 
850

Total interest income
 
131,345

 
123,699

Interest Expense
 
 
 
 
Deposits
 
6,179

 
3,209

Borrowed funds
 
3,479

 
2,194

Senior and subordinated debt
 
3,124

 
3,099

Total interest expense
 
12,782

 
8,502

Net interest income
 
118,563

 
115,197

Provision for loan losses
 
15,181

 
4,918

Net interest income after provision for loan losses
 
103,382

 
110,279

Noninterest Income
 
 
 
 
Service charges on deposit accounts
 
11,652

 
11,365

Wealth management fees
 
10,958

 
9,660

Card-based fees, net
 
3,933

 
8,116

Mortgage banking income
 
2,397

 
1,888

Capital market products income
 
1,558

 
1,376

Other service charges, commissions, and fees
 
2,548

 
5,442

Other income
 
2,471

 
2,104

Total noninterest income
 
35,517

 
39,951

Noninterest Expense
 
 
 
 
Salaries and employee benefits
 
56,787

 
55,772

Net occupancy and equipment expense
 
13,773

 
12,325

Professional services
 
7,580

 
8,463

Technology and related costs
 
4,771

 
4,433

Net OREO expense
 
1,068

 
1,700

Other expenses
 
11,603

 
15,384

Acquisition and integration related expenses
 
—

 
18,565

Total noninterest expense
 
95,582

 
116,642

Income before income tax expense
 
43,317

 
33,588

Income tax expense
 
9,807

 
10,733

Net income
 
$
33,510

 
$
22,855

Per Common Share Data
 
 
 
 
Basic earnings per common share
 
$
0.33

 
$
0.23

Diluted earnings per common share
 
$
0.33

 
$
0.23

Dividends declared per common share
 
$
0.11

 
$
0.09

Weighted-average common shares outstanding
 
101,922

 
100,411

Weighted-average diluted common shares outstanding
 
101,938

 
100,432

 
See accompanying unaudited notes to the condensed consolidated financial statements.

4



Table of Contents



FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
(Unaudited)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Net income
 
$
33,510

 
$
22,855

Securities Available-for-Sale
 
 
 
 
Unrealized holding (losses) gains:
 
 
 
 
Before tax
 
(25,153
)
 
3,298

Tax effect
 
6,972

 
(1,321
)
Net of tax
 
(18,181
)
 
1,977

Derivative Instruments
 
 
 
 
Unrealized holding gains (losses):
 
 
 
 
Before tax
 
522

 
(2,220
)
Tax effect
 
(147
)
 
889

Net of tax
 
375

 
(1,331
)
Total other comprehensive (loss) income
 
(17,806
)
 
646

Total comprehensive income
 
$
15,704

 
$
23,501



 
 
Accumulated
Unrealized
Loss on
Securities
Available-
for-Sale
 
Accumulated Unrealized
Loss on Derivative Instruments
 
Unrecognized
Net Pension
Costs
 
Total
Accumulated
Other
Comprehensive
Loss
Balance at December 31, 2016
 
$
(22,645
)
 
$
(1,176
)
 
$
(17,089
)
 
$
(40,910
)
Other comprehensive income
 
1,977

 
(1,331
)
 
—

 
646

Balance at March 31, 2017
 
$
(20,668
)
 
$
(2,507
)
 
$
(17,089
)
 
$
(40,264
)
Balance at December 31, 2017
 
$
(13,976
)
 
$
(3,763
)
 
$
(15,297
)
 
$
(33,036
)
Adjustment to apply recent accounting pronouncements (1)
 
(2,864
)
 
(784
)
 
(3,041
)
 
(6,689
)
Other comprehensive loss
 
(18,181
)
 
375

 
—

 
(17,806
)
Balance at March 31, 2018
 
$
(35,021
)
 
$
(4,172
)
 
$
(18,338
)
 
$
(57,531
)
(1)  
As a result of accounting guidance adopted in the first quarter of 2018, certain reclassifications were made from accumulated other comprehensive loss to retained earnings as of January 1, 2018. For further discussion of this guidance, see Note 2 , " Recent Accounting Pronouncements ."
 
See accompanying unaudited notes to the condensed consolidated financial statements.


5



Table of Contents



FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
(Unaudited)
 
 
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Balance at December 31, 2016
 
81,325

 
$
913

 
$
498,937

 
$
1,016,674

 
$
(40,910
)
 
$
(218,534
)
 
$
1,257,080

Net income
 
—

 
—

 
—

 
22,855

 
—

 
—

 
22,855

Other comprehensive income
 
—

 
—

 
—

 
—

 
646

 
—

 
646

Common dividends declared
  ($0.09 per common share)
 
—

 
—

 
—

 
(9,126
)
 
—

 
—

 
(9,126
)
Acquisition, net of issuance costs
 
21,078

 
210

 
533,322

 
—

 
—

 
558

 
534,090

Common stock issued
 
2

 
—

 
53

 
—

 
—

 
—

 
53

Restricted stock activity
 
355

 
—

 
(12,860
)
 
—

 
—

 
9,108

 
(3,752
)
Treasury stock issued to benefit plans
 
(3
)
 
—

 
—

 
—

 
—

 
(78
)
 
(78
)
Share-based compensation expense
 
—

 
—

 
2,965

 
—

 
—

 
—

 
2,965

Balance at March 31, 2017
 
102,757

 
$
1,123

 
$
1,022,417

 
$
1,030,403

 
$
(40,264
)
 
$
(208,946
)
 
$
1,804,733

Balance at December 31, 2017
 
102,717

 
$
1,123

 
$
1,031,870

 
$
1,074,990

 
$
(33,036
)
 
$
(210,073
)
 
$
1,864,874

Adjustment to apply recent accounting
  pronouncements (1)
 
—

 
—

 
—

 
6,689

 
(6,689
)
 
—

 
—

Net income
 
—

 
—

 
—

 
33,510

 
—

 
—

 
33,510

Other comprehensive income
 
—

 
—

 
—

 
—

 
(17,806
)
 
—

 
(17,806
)
Common dividends declared
  ($0.11 per common share)
 
—

 
—

 
—

 
(11,349
)
 
—

 
—

 
(11,349
)
Common stock issued
 
1

 
—

 
94

 
—

 
—

 
667

 
761

Restricted stock activity
 
377

 
—

 
(13,430
)
 
—

 
—

 
9,432

 
(3,998
)
Treasury stock issued to benefit plans
 
(3
)
 
—

 
22

 
—

 
—

 
(94
)
 
(72
)
Share-based compensation expense
 
—

 
—

 
3,367

 
—

 
—

 
—

 
3,367

Balance at March 31, 2018
 
103,092

 
$
1,123

 
$
1,021,923

 
$
1,103,840

 
$
(57,531
)
 
$
(200,068
)
 
$
1,869,287

(1)  
As a result of accounting guidance adopted in the first quarter of 2018, certain reclassifications were made from accumulated other comprehensive loss to retained earnings as of January 1, 2018. For further discussion of this guidance, see Note 2 , " Recent Accounting Pronouncements ."
 
See accompanying unaudited notes to the condensed consolidated financial statements.

6



Table of Contents



FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Operating Activities
 
 
 
 
Net income
 
$
33,510

 
$
22,855

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Provision for loan losses
 
15,181

 
4,918

Depreciation of premises, furniture, and equipment
 
3,606

 
3,461

Net amortization of premium on securities
 
3,848

 
4,284

Gains on sales of 1-4 family mortgages and corporate loans held-for-sale
 
(1,625
)
 
(1,414
)
Net losses on sales and valuation adjustments of OREO
 
440

 
689

Amortization of the FDIC indemnification asset
 
302

 
302

Net losses on sales and valuation adjustments of premises, furniture, and equipment
 
60

 
113

BOLI income
 
(1,373
)
 
(1,260
)
Share-based compensation expense
 
3,367

 
2,965

Tax benefit related to share-based compensation
 
51

 
29

Amortization of other intangible assets
 
1,802

 
1,541

Originations of mortgage loans held-for-sale
 
(49,535
)
 
(43,132
)
Proceeds from sales of mortgage loans held-for-sale
 
65,185

 
55,761

Net increase in equity securities
 
(658
)
 
—

Net increase in trading securities
 
—

 
(1,210
)
Net increase in accrued interest receivable and other assets
 
(7,309
)
 
(6,767
)
Net decrease in accrued interest payables and other liabilities
 
(31,120
)
 
(34,934
)
Net cash provided by operating activities
 
35,732

 
8,201

Investing Activities
 
 
 
 
Proceeds from maturities, repayments, and calls of securities available-for-sale
 
70,236

 
80,060

Proceeds from sales of securities available-for-sale
 
—

 
210,154

Purchases of securities available-for-sale
 
(263,386
)
 
(94,766
)
Proceeds from maturities, repayments, and calls of securities held-to-maturity
 
360

 
4,549

Net purchases of FHLB stock
 
(10,800
)
 
16,072

Net increase in loans
 
(255,057
)
 
(43,771
)
Premiums paid on BOLI, net of proceeds from claims
 
(12
)
 
(24
)
Proceeds from sales of OREO
 
3,876

 
5,364

Proceeds from sales of premises, furniture, and equipment
 
146

 
404

Purchases of premises, furniture, and equipment
 
(6,844
)
 
(2,891
)
Net cash received from acquisitions
 
—

 
41,717

Net cash (used in) provided by investing activities
 
(461,481
)
 
216,868

Financing Activities
 
 
 
 
Net increase in deposit accounts
 
92,697

 
104,064

Net increase (decrease) in borrowed funds
 
235,804

 
(331,085
)
Cash dividends paid
 
(10,288
)
 
(7,206
)
Restricted stock activity
 
(3,998
)
 
(3,830
)
Net cash provided by (used in) financing activities
 
314,215

 
(238,057
)
Net decrease in cash and cash equivalents
 
(111,534
)
 
(12,988
)
Cash and cash equivalents at beginning of period
 
346,570

 
262,148

Cash and cash equivalents at end of period
 
$
235,036

 
$
249,160


7



Table of Contents



FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Dollar amounts in thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Supplemental Disclosures of Cash Flow Information:
 
 
 
 
Income taxes paid
 
$
116

 
$
(1,259
)
Interest paid to depositors and creditors
 
13,379

 
9,354

Dividends declared, but unpaid
 
11,246

 
9,163

Stock issued for acquisitions, net of issuance costs
 
—

 
534,090

Non-cash transfers of loans to OREO
 
937

 
683

Non-cash transfers of loans held-for-investment to loans held-for-sale
 
905

 
13,136

Non-cash transfer of equity securities previously classified as trading securities and
  securities available-for-sale
 
27,855

 
—

 
See accompanying unaudited notes to the condensed consolidated financial statements.

8



Table of Contents



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – The accompanying unaudited condensed consolidated interim financial statements ("consolidated financial statements") of First Midwest Bancorp, Inc. (the " Company "), a Delaware corporation, were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (" SEC ") for quarterly reports on Form 10-Q and reflect all adjustments that management deems necessary for the fair presentation of the financial position and results of operations for the periods presented. The results of operations for the quarter ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 .
The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles (" GAAP ") and general practices within the banking industry. The accompanying consolidated financial statements do not include certain information and note disclosures required by GAAP for complete annual financial statements. Therefore, these financial statements should be read in conjunction with the Company 's 2017 Annual Report on Form 10-K (" 2017 10-K"). The Company uses the accrual basis of accounting for financial reporting purposes. Certain reclassifications were made to prior year amounts to conform to the current year presentation.
Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.
Principles of Consolidation – The accompanying consolidated financial statements include the financial position and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.
The accounting policies related to business combinations, loans, the allowance for credit losses, and derivative financial instruments are presented below. For a summary of all other significant accounting policies, see Note 1, "Summary of Significant Accounting Policies," in the Company 's 2017 10-K.
Business Combinations  – Business combinations are accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their estimated fair values as of the date of acquisition, with any excess of the purchase price of the acquisition over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Alternatively, a gain is recorded if the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid. The results of operations of the acquired business are included in the Condensed Consolidated Statements of Income from the effective date of the acquisition.
Loans – Loans held-for-investment are loans that the Company intends to hold until they are paid in full and are carried at the principal amount outstanding, including certain net deferred loan origination fees. Loan origination fees, commitment fees, and certain direct loan origination costs are deferred, and the net amount is amortized as a yield adjustment over the contractual life of the related loans or commitments and included in interest income. Fees related to letters of credit are amortized into fee income over the contractual life of the commitment. Other credit-related fees are recognized as fee income when earned. The Company 's net investment in direct financing leases is included in loans and consists of future minimum lease payments and estimated residual values, net of unearned income. Interest income on loans is accrued based on principal amounts outstanding. Loans held-for-sale are carried at the lower of aggregate cost or fair value and included in other assets in the Consolidated Statements of Financial Condition.
Acquired and Covered Loans  – Covered loans consists of loans acquired by the Company in Federal Deposit Insurance Corporation (" FDIC ")-assisted transactions, which are covered by loss share agreements with the FDIC (the " FDIC Agreements "), under which the FDIC reimburses the Company for the majority of the losses and eligible expenses related to these assets during the coverage period. Acquired loans consist of all other loans that were acquired in business combinations that are not covered by the FDIC Agreements. Certain loans that were previously classified as covered loans are no longer covered under the FDIC Agreements, and are included in acquired loans. Covered loans and acquired loans are included within loans held-for-investment.
Acquired and covered loans are separated into (i) non-purchased credit impaired (" non-PCI ") and (ii) purchased credit impaired (" PCI ") loans. Non-PCI loans include loans that did not have evidence of credit deterioration since origination at the acquisition date. PCI loans include loans that had evidence of credit deterioration since origination and for which it was probable at acquisition that the Company would not collect all contractually required principal and interest payments. Evidence of credit deterioration

9






was evaluated using various indicators, such as past due and non-accrual status. Leases and revolving loans do not qualify to be accounted for as PCI loans and are accounted for as non-PCI loans.
The acquisition adjustment related to non-PCI loans is amortized into interest income over the contractual life of the related loans. If an acquired non-PCI loan is renewed subsequent to the acquisition date, any remaining acquisition adjustment is accreted into interest income and the loan is considered a new loan that is no longer classified as an acquired loan.
PCI loans are accounted for based on estimates of expected future cash flows. To estimate the fair value, the Company generally aggregates purchased consumer loans and commercial loans into pools of loans with common risk characteristics, such as delinquency status, credit score, and internal risk ratings. The fair values of larger balance commercial loans are estimated on an individual basis. Expected future cash flows in excess of the fair value of loans at the purchase date ("accretable yield") are recorded as interest income over the life of the loans if the timing and amount of the expected future cash flows can be reasonably estimated. The non-accretable yield represents the difference between contractually required payments and the expected future cash flows determined at acquisition. Subsequent increases in expected future cash flows are offset against the allowance for credit losses to the extent an allowance has been established or otherwise recognized as interest income prospectively. The present value of any decreases in expected future cash flows is recognized by recording a charge-off through the allowance for loan losses or providing an allowance for loan losses.
90-Days Past Due Loans –The Company 's accrual of interest on loans is generally discontinued at the time the loan is 90 days past due unless the credit is sufficiently collateralized and in the process of renewal or collection.
Non-accrual Loans – Generally, corporate loans are placed on non-accrual status (i) when either principal or interest payments become 90 days or more past due unless the credit is sufficiently collateralized and in the process of renewal or collection, or (ii) when an individual analysis of a borrower's creditworthiness warrants a downgrade to non-accrual regardless of past due status. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for loan losses. After the loan is placed on non-accrual status, all debt service payments are applied to the principal on the loan. Future interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Non-accrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate that the Company will collect all principal and interest.
Commercial loans and loans secured by real estate are charged-off when deemed uncollectible. A loss is recorded if the net realizable value of the underlying collateral is less than the outstanding principal and interest. Consumer loans that are not secured by real estate are subject to mandatory charge-off at a specified delinquency date and are usually not classified as non-accrual prior to being charged-off. Closed-end consumer loans, which include installment, automobile, and single payment loans, are usually charged-off no later than the end of the month in which the loan becomes 120 days past due.
PCI loans are generally considered accruing loans unless reasonable estimates of the timing and amount of expected future cash flows cannot be determined. Loans without reasonable future cash flow estimates are classified as non-accrual loans, and interest income is not recognized on those loans until the timing and amount of the expected future cash flows can be reasonably determined.
Troubled Debt Restructurings ( " TDR s" ) – A restructuring is considered a TDR when (i) the borrower is experiencing financial difficulties, and (ii) the creditor grants a concession, such as forgiveness of principal, reduction of the interest rate, changes in payments, or extension of the maturity date. Loans are not classified as TDR s when the modification is short-term or results in an insignificant delay in payments. The Company 's TDR s are determined on a case-by-case basis.
The Company does not accrue interest on a TDR unless it believes collection of all principal and interest under the modified terms is reasonably assured. For a TDR to begin accruing interest, the borrower must demonstrate some level of past performance and the future capacity to perform under the modified terms. Generally, six months of consecutive payment performance under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower's current creditworthiness is used to assess the borrower's capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected future cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. For TDR s to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. If the loan was restructured at below market rates and terms, it continues to be separately reported as restructured until it is paid in full or charged-off.
Impaired Loans – Impaired loans consist of corporate non-accrual loans and TDR s. A loan is considered impaired when it is probable that the Company will not collect all contractual principal and interest. With the exception of accruing TDR s, impaired loans are classified as non-accrual and are exclusive of smaller homogeneous loans, such as home equity, 1-4 family mortgages, and installment loans. Impaired loans with balances under a specified threshold are not individually evaluated for impairment. For all other impaired loans, impairment is measured by comparing the estimated value of the loan to the recorded book value.

10






The value of collateral-dependent loans is based on the fair value of the underlying collateral, less costs to sell. The value of other loans is measured using the present value of expected future cash flows discounted at the loan's initial effective interest rate.
Allowance for Credit Losses – The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments, and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, consideration of current economic trends, and other factors.
Loans deemed to be uncollectible are charged-off against the allowance for loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan losses. Additions to the allowance for loan losses are charged to expense through the provision for loan losses. The amount of provision depends on a number of factors, including net charge-off levels, loan growth, changes in the composition of the loan portfolio, and the Company 's assessment of the allowance for loan losses based on the methodology discussed below.
Allowance for Loan Losses – The allowance for loan losses consists of (i) specific reserves for individual loans where the recorded investment exceeds the value, (ii) an allowance based on a loss migration analysis that uses historical credit loss experience for each loan category, and (iii) an allowance based on other internal and external qualitative factors.
The specific reserves component of the allowance for loan losses is based on a periodic analysis of impaired loans exceeding a fixed dollar amount. If the value of an impaired loan is less than the recorded book value, the Company either establishes a valuation allowance (i.e., a specific reserve) equal to the excess of the book value over the collateral value of the loan as a component of the allowance for loan losses or charges off the amount if it is a confirmed loss.
The general reserve component is based on a loss migration analysis, which examines actual loss experience by loan category for a rolling 8-quarter period and the related internal risk rating for corporate loans. The loss migration analysis is updated quarterly primarily using actual loss experience. This component is then adjusted based on management's consideration of many internal and external qualitative factors, including:
•
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.
The allowance for loan losses also consists of an allowance on acquired and covered non-PCI and PCI loans. No allowance for loan losses is recorded on acquired loans at the acquisition date. Subsequent to the acquisition date, an allowance for credit losses is established as necessary to reflect credit deterioration. The acquired non-PCI allowance is based on management's evaluation of the acquired non-PCI loan portfolio giving consideration to the current portfolio balance including the remaining acquisition adjustments, maturity dates, and overall credit quality. The allowance for covered non-PCI loans is calculated in the same manner as the general reserve component based on a loss migration analysis as discussed above. The acquired and covered PCI allowance reflects the difference between the carrying value and the discounted expected future cash flows of the acquired and covered PCI loans. On a periodic basis, the adequacy of this allowance is determined through a re-estimation of expected future cash flows on all of the outstanding acquired and covered PCI loans using either a probability of default/loss given default (" PD/LGD ") methodology or a specific review methodology. The PD/LGD model is a loss model that estimates expected future cash flows using a probability of default curve and loss given default estimates. Acquired non-PCI loans that have renewed subsequent to the respective acquisition dates are no longer classified as acquired loans. Instead, they are included in the general loan population and allocated an allowance based on a loss migration analysis.
Reserve for Unfunded Commitments – The Company also maintains a reserve for unfunded commitments, including letters of credit, for the risk of loss inherent in these arrangements. The reserve for unfunded commitments is estimated using the loss migration analysis from the allowance for loan losses, adjusted for probabilities of future funding requirements. The reserve for unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Condition.
The establishment of the allowance for credit losses involves a high degree of judgment given the difficulty of assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and

11






information available, the adequacy of the allowance for credit losses depends on a variety of factors beyond the Company 's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk classifications by regulatory authorities.
Derivative Financial Instruments – To provide derivative products to customers and in the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and expected future cash flows caused by interest rate volatility. All derivative instruments are recorded at fair value as either other assets or other liabilities in the Consolidated Statements of Financial Condition. Subsequent changes in a derivative's fair value are recognized in earnings unless specific hedge accounting criteria are met.
On the date the Company enters into a derivative contract, the derivative is designated as a fair value hedge, a cash flow hedge, or a non-hedge derivative instrument. Fair value hedges are designed to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk. Cash flow hedges are designed to mitigate exposure to variability in expected future cash flows to be received or paid related to an asset, liability, or other type of forecasted transaction. The Company formally documents all relationships between hedging instruments and hedged items, including its risk management objective and strategy at inception.
At the hedge's inception, a formal assessment is performed to determine the effectiveness of the derivative in offsetting changes in the fair values or expected future cash flows of the hedged items in the current period and prospectively. If a derivative instrument designated as a hedge is terminated or ceases to be highly effective, hedge accounting is discontinued prospectively, and the gain or loss is amortized into earnings. For fair value hedges, the gain or loss is amortized over the remaining life of the hedged asset or liability. For cash flow hedges, the gain or loss is amortized over the same period that the forecasted hedged transactions impact earnings. If the hedged item is disposed of, any fair value adjustments are included in the gain or loss from the disposition of the hedged item. If the forecasted transaction is no longer probable, the gain or loss is included in earnings immediately.
For fair value hedges, changes in the fair value of the derivative instruments, as well as changes in the fair value of the hedged item, are recognized in earnings in the same income statement line item as the earnings effect of the hedged item. For cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of accumulated other comprehensive loss and is reclassified to earnings when the hedged transaction is reflected in earnings.
2 . RECENT ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Pronouncements
Revenue from Contracts with Customers: In May of 2014, the Financial Accounting Standards Board ("FASB") issued guidance that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March of 2016, the FASB issued an amendment to this guidance to clarify the implementation of guidance on principal versus agent consideration. Additional amendments to clarify the implementation guidance on the identification of performance obligations and licensing were issued in April of 2016 and narrow-scope improvements and practical expedients were issued in May of 2016. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2017, and must be applied either retrospectively or using the modified retrospective approach.
The Company's revenue is comprised of net interest income on financial assets and liabilities, which is excluded from the scope of this guidance, and noninterest income. The primary sources of revenue within noninterest income are service charges on deposit accounts, wealth management fees, card-based fees, and merchant servicing fees. The adoption of this guidance on January 1, 2018, using the modified retrospective approach, affected how the Company presents merchant servicing fees, merchant card expenses, card-based fees, and cardholder expenses, which are presented on a gross basis within noninterest income and noninterest expense for the prior period and are presented on a net basis within noninterest income for the current period. Total expenses of $3.7 million for the quarter ended March 31, 2018 were netted in noninterest income. The adoption of this guidance did not impact net income, therefore, a cumulative effect adjustment to opening retained earnings was not deemed necessary. Consistent with the modified retrospective approach, the Company did not adjust prior period amounts for the reclassification of merchant card expenses and cardholder expenses.
A description of the Company's revenue streams accounted for under the scope of this guidance follows:
Service Charges on Deposit Accounts – Service charges on deposit accounts consist of account analysis fees (net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company's performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges

12






on deposit accounts is primarily received as a direct charge to customers' accounts. As a result of the adoption of this guidance, there was no impact to the method of recognizing revenue related to service charges on deposit accounts for the quarter ended March 31, 2018 .
Wealth management fees – Wealth management fees represents quarterly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each quarter, which is generally the time that payment is received. Also included are fees received from a third-party broker-dealer as part of a revenue-sharing agreement. These fees are paid to us by the third-party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied. As a result of the adoption of this guidance, there was no impact to the method of recognizing revenue related to wealth management fees for the quarter ended March 31, 2018 .
Card-based fees, net – Card-based fees, net consists of debit and credit card interchange fees for processing transactions, as well as, various fees for automated teller machine ("ATM") and point-of-sale transactions processed through the related networks. Interchange, ATM, and point-of-sale fees from cardholder transactions represent a percentage of the underlying transaction value or a flat fee and are recognized daily, in connection with the transaction processing services provided to the cardholder. Card-based fees are presented net of certain contract costs associated with the debit, credit and ATM card interchange networks. As a result of the adoption of this guidance, $1.8 million of cardholder expenses are netted against card-based fees for the quarter ended March 31, 2018 .
Merchant servicing fees, net – Merchant servicing fees, net is included in other service charges, commissions, and fees in the Consolidated Statements of Income. The Company acts in an agency capacity with respect to its merchants to process their debit and credit card transactions, deriving revenue from assisting another entity in transactions with our customers. Merchant servicing fees represent a percentage of the underlying net transaction volume or a flat fee and are recognized monthly. Merchant servicing fees are presented net of certain contract costs associated with the third-party merchant processing. As a result of the adoption of this guidance, $1.9 million of merchant card expenses are netted against merchant servicing fees for the quarter ended March 31, 2018 .
Amendments to Guidance on Classifying and Measuring Financial Instruments: In January of 2016, the FASB issued guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value. Any subsequent changes in fair value will be recognized in net income unless the investments qualify for a new practicability exception. Equity securities totaling $27.9 million are no longer classified as trading securities or securities available-for-sale. This guidance also requires entities to adjust the fair value disclosures for financial instruments carried at amortized cost from an entry price to an exit price. No changes were made to the guidance for classifying and measuring investments in debt securities and loans. Except as discussed above, the adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Classification of Certain Cash Receipts and Cash Payments: In August of 2016, the FASB issued guidance clarifying certain cash flow presentation and classification issues to reduce diversity in practice. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Income Taxes: In October of 2016, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Clarifying the Definition of a Business: In January of 2017, the FASB issued guidance that clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this guidance on January 1, 2018 did not impact the Company's financial condition, results of operations, or liquidity.
Presentation of Defined Benefit Retirement Plan Costs: In March of 2017, the FASB issued guidance that changes how employers that sponsor defined pension and or other postretirement benefit plans present the net periodic benefit cost in the income statement. Employers are required to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of net periodic benefit cost are required to be presented separately from the line item(s) that includes the service cost. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Share-based Payment Award Modifications: In May of 2017, the FASB issued guidance to reduce diversity in practice by clarifying when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.

13






Derivatives and Hedging: In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted, and the Company elected to do so on January 1, 2018, which did not materially impact the Company's financial condition, results of operations, or liquidity.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: In February of 2018, the FASB issued guidance that requires a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 . Entities electing the reclassification are required to apply the guidance either at the beginning of the period of adoption or retrospectively for all periods impacted. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted and the Company elected to do so on January 1, 2018, which resulted in the reclassification of $6.8 million of stranded tax effects from accumulated other comprehensive loss to retained earnings as of the beginning of the period of adoption.
Accounting Pronouncements Pending Adoption
Leases: In February of 2016, the FASB issued guidance to increase transparency and comparability across entities for leasing arrangements. This guidance requires lessees to recognize assets and liabilities for most leases. For lessors, this guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. In addition, this guidance clarifies criteria for the determination of whether a contract is or contains a lease. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted.
During 2016, First Midwest Bank (the "Bank") entered into a sale-leaseback transaction that resulted in a deferred gain of $82.5 million , with $73.1 million remaining as of March 31, 2018 . Upon adoption of this guidance, the remaining deferred gain will be recognized immediately as a cumulative-effect adjustment to equity. For additional discussion of the sale-leaseback transaction, see Note 8 " Premises, Furniture, and Equipment " to the Consolidated Financial Statements in the Company's 2017 10-K. Management is evaluating the new guidance and the additional impact to the Company 's financial condition, results of operations, or liquidity.
Measurement of Credit Losses on Financial Instruments: In June of 2016, the FASB issued guidance that will require entities to present financial assets measured at amortized cost at the net amount expected to be collected, considering an entity's current estimate of all expected credit losses. In addition, credit losses relating to available-for-sale debt securities will be required to be recorded through an allowance for credit losses, with changes in credit loss estimates recognized through current earnings. This guidance is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, but not for periods beginning before December 15, 2018. Management is evaluating the new guidance and the impact to the Company 's financial condition, results of operations, and liquidity.
Accounting for Goodwill Impairment: In January of 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill using the second step of the quantitative two-step goodwill impairment model prescribed under current accounting guidance. Under the new guidance, if a reporting unit's carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. This guidance is effective for annual and interim goodwill impairment testing dates beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Premium Amortization on Purchased Callable Debt Securities: In March of 2017, the FASB issued guidance that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

14






3 . ACQUISITIONS
Completed Acquisitions
Standard Bancshares, Inc.
On January 6, 2017, the Company completed its acquisition of Standard Bancshares, Inc. (" Standard "), the holding company for Standard Bank and Trust Company. Pursuant to the terms of the merger agreement, on January 6, 2017, each outstanding share of Standard common stock was canceled and converted into the right to receive 0.4350 of a share of Company common stock. Based on the closing price of shares of Company common stock of $25.34 on that date, as reported by NASDAQ, the value of the merger consideration per share of Standard common stock was $11.02 . Each outstanding Standard stock settled right was redeemed for cash, and each outstanding Standard stock option and each share of Standard phantom stock was canceled and terminated in exchange for the right to receive cash, in each case, pursuant to the terms of the merger agreement. This resulted in an overall transaction value of approximately $580.7 million , which consisted of 21,057,085 shares of Company common stock and $47.1 million in cash. Goodwill of $345.3 million associated with the acquisition was recorded by the Company. All operating systems were converted during the first quarter of 2017.
During 2017, the Company finalized the fair value adjustments associated with the Standard transactions.
Premier Asset Management LLC
On February 28, 2017, the Company completed its acquisition of Premier Asset Management LLC ("Premier"), a registered investment advisor based in Chicago, Illinois. At the close of the acquisition, the Company acquired approximately $550.0 million of trust assets under management.
During the first quarter of 2018, the Company finalized the fair value adjustments associated with the Premier transaction, which required a measurement period adjustment of $1.9 million to increase goodwill. This adjustment was recognized in the current period in accordance with accounting guidance applicable to business combinations.

15






4 . SECURITIES
The significant accounting policies related to securities are presented in Note 1 , " Summary of Significant Accounting Policies " to the Consolidated Financial Statements in the Company 's 2017 10-K.
A summary of the Company's securities portfolio by category and maturity is presented in the following tables.
Securities Portfolio
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Amortized Cost
 
Gross Unrealized
 
Fair
 Value
 
Amortized Cost
 
Gross Unrealized
 
Fair
 Value
 
 
 
Gains
 
Losses
 
 
 
Gains
 
Losses
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
50,487

 
$
—

 
$
(296
)
 
$
50,191

 
$
46,529

 
$
—

 
$
(184
)
 
$
46,345

U.S. agency securities
 
160,936

 
146

 
(1,544
)
 
159,538

 
157,636

 
197

 
(986
)
 
156,847

Collateralized mortgage
  obligations ("CMOs")
 
1,213,796

 
147

 
(32,208
)
 
1,181,735

 
1,113,019

 
121

 
(17,954
)
 
1,095,186

Other mortgage-backed
  securities ("MBSs")
 
434,485

 
191

 
(11,314
)
 
423,362

 
373,676

 
201

 
(4,334
)
 
369,543

Municipal securities
 
217,855

 
170

 
(4,041
)
 
213,984

 
209,558

 
693

 
(1,260
)
 
208,991

Corporate debt securities
 
12,161

 
—

 
(21
)
 
12,140

 
—

 
—

 
—

 
—

Equity securities (1)
 
—

 
—

 
—

 
—

 
7,408

 
194

 
(305
)
 
7,297

Total securities
  available-for-sale
 
$
2,089,720

 
$
654

 
$
(49,424
)
 
$
2,040,950

 
$
1,907,826

 
$
1,406

 
$
(25,023
)
 
$
1,884,209

Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
13,400

 
$
—

 
$
(2,113
)
 
$
11,287

 
$
13,760

 
$
—

 
$
(1,747
)
 
$
12,013

Equity Securities (1)
 
 
 
 
 
 
 
$
28,513

 
 
 
 
 
 
 
$
—

Trading Securities (1)
 
 
 
 
 
 
 
$
—

 
 
 
 
 
 
 
$
20,447

(1)  
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within trading securities or securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2 , " Recent Accounting Pronouncements ."
Remaining Contractual Maturity of Securities
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
 
Available-for-Sale
 
Held-to-Maturity
 
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
One year or less
 
$
130,003

 
$
128,358

 
$
1,611

 
$
1,357

After one year to five years
 
184,271

 
181,940

 
5,459

 
4,598

After five years to ten years
 
127,155

 
125,546

 
2,195

 
1,849

After ten years
 
10

 
9

 
4,135

 
3,483

Securities that do not have a single contractual maturity date
 
1,648,281

 
1,605,097

 
—

 
—

Total
 
$
2,089,720

 
$
2,040,950

 
$
13,400

 
$
11,287

The carrying value of securities available-for-sale that were pledged to secure deposits or for other purposes as permitted or required by law totaled $1.0 billion for March 31, 2018 and $1.1 billion for December 31, 2017 . No securities held-to-maturity were pledged as of March 31, 2018 or December 31, 2017 .

16






During the quarters ended March 31, 2018 and 2017 there were no material gross trading gains (losses) and there were no realized gains (losses) on securities available-for-sale.
Accounting guidance requires that the credit portion of an other-than-temporary impairment (" OTTI ") charge be recognized through income. If a decline in fair value below carrying value is not attributable to credit deterioration and the Company does not intend to sell the security or believe it would not be more likely than not required to sell the security prior to recovery, the Company records the non-credit related portion of the decline in fair value in other comprehensive income.
There was no outstanding balance of OTTI previously recognized on securities available-for-sale as of both March 31, 2018 and December 31, 2017 . During the quarters ended March 31, 2018 and 2017 there were no changes to the balance of OTTI related to securities available-for-sale.
The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of March 31, 2018 and December 31, 2017 .
Securities in an Unrealized Loss Position
(Dollar amounts in thousands)
 
 
 
 
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, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
22

 
$
32,744

 
$
222

 
$
60,664

 
$
74

 
$
93,408

 
$
296

U.S. agency securities
 
77

 
69,433

 
519

 
17,446

 
1,025

 
86,879

 
1,544

CMOs
 
238

 
524,167

 
9,432

 
621,039

 
22,776

 
1,145,206

 
32,208

MBSs
 
98

 
190,166

 
3,677

 
212,297

 
7,637

 
402,463

 
11,314

Municipal securities
 
447

 
74,891

 
1,210

 
103,638

 
2,831

 
178,529

 
4,041

Corporate debt securities
 
3

 
8,985

 
21

 
—

 
—

 
8,985

 
21

Total
 
885

 
$
900,386

 
$
15,081

 
$
1,015,084

 
$
34,343

 
$
1,915,470

 
$
49,424

Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
8

 
$
—

 
$
—

 
$
11,287

 
$
2,113

 
$
11,287

 
$
2,113

As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
20

 
$
19,918

 
$
87

 
$
26,427

 
$
97

 
$
46,345

 
$
184

U.S. agency securities
 
72

 
66,899

 
300

 
58,021

 
686

 
124,920

 
986

CMOs
 
211

 
365,131

 
3,265

 
633,227

 
14,689

 
998,358

 
17,954

MBSs
 
86

 
126,136

 
902

 
210,017

 
3,432

 
336,153

 
4,334

Municipal securities
 
265

 
35,500

 
479

 
81,360

 
781

 
116,860

 
1,260

Equity securities (1)
 
2

 
391

 
214

 
6,386

 
91

 
6,777

 
305

Total
 
656

 
$
613,975

 
$
5,247

 
$
1,015,438

 
$
19,776

 
$
1,629,413

 
$
25,023

Securities Held-to-Maturity
 
 
 
 
Municipal securities
 
8

 
$
—

 
$
—

 
$
12,013

 
$
1,747

 
$
12,013

 
$
1,747

(1)  
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2 , " Recent Accounting Pronouncements ."
Substantially all of the Company 's CMO s and other MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. Municipal securities are issued by municipal authorities, and the majority are supported by third-party insurance or some other form of credit enhancement. Management does not believe any of these securities with unrealized losses as of March 31, 2018 represent OTTI related to credit deterioration. These unrealized losses are attributed to changes in interest rates and temporary market movements. The Company does not intend to sell these securities and it is not more

17






likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.
5 . LOANS
Loans Held-for-Investment
The following table presents the Company 's loans held-for-investment by class.
Loan Portfolio
(Dollar amounts in thousands)
 
 
As of
 
 
March 31,
2018
 
December 31,
2017
Commercial and industrial
 
$
3,659,066

 
$
3,529,914

Agricultural
 
435,734

 
430,886

Commercial real estate:
 
 
 
 
Office, retail, and industrial
 
1,931,202

 
1,979,820

Multi-family
 
695,830

 
675,463

Construction
 
585,766

 
539,820

Other commercial real estate
 
1,363,238

 
1,358,515

Total commercial real estate
 
4,576,036

 
4,553,618

Total corporate loans
 
8,670,836

 
8,514,418

Home equity
 
881,534

 
827,055

1-4 family mortgages
 
798,902

 
774,357

Installment
 
325,502

 
321,982

Total consumer loans
 
2,005,938

 
1,923,394

Total loans
 
$
10,676,774

 
$
10,437,812

Deferred loan fees included in total loans
 
$
5,349

 
$
4,986

Overdrawn demand deposits included in total loans
 
6,302

 
8,587

The Company primarily lends to community-based and mid-sized businesses, commercial real estate customers, and consumers in its markets. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower.
It is the Company 's policy to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with state lending laws, the Company 's lending standards, and credit monitoring and remediation procedures. A discussion of risk characteristics relevant to each portfolio segment is presented in Note 5 , "Loans" to the Consolidated Financial Statements in the Company 's 2017 10-K.

18






Loan Sales
The following table presents loan sales for the quarters ended March 31, 2018 and 2017 .
Loan Sales
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Corporate loan sales
 
 
 
 
Proceeds from sales
 
$
8,321

 
$
15,368

Less book value of loans sold
 
8,123

 
15,117

Net gains on corporate loan sales (1)
 
198

 
251

1-4 family mortgage loan sales
 
 
 
 
Proceeds from sales
 
$
65,185

 
$
55,761

Less book value of loans sold
 
63,758

 
54,598

Net gains on 1-4 family mortgage loan sales (2)
 
1,427

 
1,163

Total net gains on loan sales
 
$
1,625

 
$
1,414

(1)  
Net gains on corporate loan sales are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.
(2)  
Net gains on 1-4 family mortgage loan sales are included in mortgage banking income in the Condensed Consolidated Statements of Income.
The Company retained servicing responsibilities for a portion of the 1-4 family mortgage loans sold and collects servicing fees equal to a percentage of the outstanding principal balance. For additional disclosure related to the Company's obligations resulting from the sale of certain 1-4 family mortgage loans, see Note 10 , " Commitments, Guarantees, and Contingent Liabilities ."
6 . ACQUIRED AND COVERED LOANS
The significant accounting policies related to acquired and covered loans, which are classified as PCI and non-PCI , are presented in Note 1 , " Summary of Significant Accounting Policies ."
The following table presents the carrying amount of acquired and covered PCI and non-PCI loans as of March 31, 2018 and December 31, 2017 .
Acquired and Covered Loans (1)  
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
PCI
 
Non-PCI
 
Total
 
PCI
 
Non-PCI
 
Total
Acquired loans
 
$
122,071

 
$
1,361,055

 
$
1,483,126

 
$
130,694

 
$
1,512,664

 
$
1,643,358

Covered loans
 
6,635

 
9,863

 
16,498

 
6,759

 
11,789

 
18,548

Total acquired and covered loans
 
$
128,706

 
$
1,370,918

 
$
1,499,624

 
$
137,453

 
$
1,524,453

 
$
1,661,906

(1)  
Included in loans in the Consolidated Statements of Condition.
The outstanding balance of PCI loans was $188.1 million and $210.7 million as of March 31, 2018 and December 31, 2017 , respectively.
Acquired non-PCI loans that are renewed are no longer classified as acquired loans. These loans totaled $404.2 million and $366.0 million as of March 31, 2018 and December 31, 2017 , respectively.
In connection with the FDIC Agreements , the Company recorded an indemnification asset. To maintain eligibility for the loss share reimbursement, the Company is required to follow certain servicing procedures as specified in the FDIC Agreements . The Company was in compliance with those requirements as of March 31, 2018 and December 31, 2017 .

19






Rollforwards of the carrying value of the FDIC indemnification asset for the quarters ended March 31, 2018 and 2017 are presented in the following table.
Changes in the FDIC Indemnification Asset
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Beginning balance
 
$
3,314

 
$
4,522

Amortization
 
(302
)
 
(302
)
Change in expected reimbursements from the FDIC for changes in expected credit
  losses
 
146

 
(328
)
Net payments (from) to the FDIC
 
(146
)
 
328

Ending balance
 
$
3,012

 
$
4,220

Changes in the accretable yield for acquired and covered PCI loans were as follows.
Changes in Accretable Yield
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Beginning balances
 
$
32,957

 
$
19,385

Additions
 
—

 
27,316

Accretion
 
(3,618
)
 
(3,955
)
Other (1)
 
7,204

 
(1,497
)
Ending balance
 
$
36,543

 
$
41,249

(1)  
Increases represent a rise in the expected future cash flows to be collected over the remaining estimated life of the underlying portfolio while decreases result from the resolution of certain loans occurring earlier than anticipated.
Total accretion on acquired and covered PCI and non-PCI loans for the quarter s ended March 31, 2018 and 2017 was $5.1 million and $11.3 million , respectively.

20






7 . PAST DUE LOANS, ALLOWANCE FOR CREDIT LOSSES, IMPAIRED LOANS, AND TDRS
Past Due and Non-accrual Loans
The following table presents an aging analysis of the Company 's past due loans as of March 31, 2018 and December 31, 2017 . The aging is determined without regard to accrual status. The table also presents non-performing loans, consisting of non-accrual loans (the majority of which are past due) and loans 90 days or more past due and still accruing interest, as of each balance sheet date.
Aging Analysis of Past Due Loans and Non-performing Loans by Class
(Dollar amounts in thousands)
 
 
Aging Analysis (Accruing and Non-accrual)
 
 
Non-performing Loans
 
 
Current (1)
 
30-89 Days
Past Due
 
90 Days or
More Past
Due
 
Total
Past Due
 
Total
Loans
 
 
Non-
accrual (2)
 
90 Days or More Past Due, Still Accruing Interest
As of March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
3,612,554

 
$
11,412

 
$
35,100

 
$
46,512

 
$
3,659,066

 
 
$
43,974

 
$
1,963

Agricultural
 
430,903

 
264

 
4,567

 
4,831

 
435,734

 
 
4,086

 
489

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,915,943

 
5,926

 
9,333

 
15,259

 
1,931,202

 
 
12,342

 
476

Multi-family
 
680,557

 
15,249

 
24

 
15,273

 
695,830

 
 
144

 
24

Construction
 
584,607

 
35

 
1,124

 
1,159

 
585,766

 
 
208

 
916

Other commercial real estate
 
1,356,320

 
4,083

 
2,835

 
6,918

 
1,363,238

 
 
4,088

 
64

Total commercial real estate
 
4,537,427

 
25,293

 
13,316

 
38,609

 
4,576,036

 
 
16,782

 
1,480

Total corporate loans
 
8,580,884

 
36,969

 
52,983

 
89,952

 
8,670,836

 
 
64,842

 
3,932

Home equity
 
875,789

 
3,399

 
2,346

 
5,745

 
881,534

 
 
5,780

 
44

1-4 family mortgages
 
794,212

 
2,608

 
2,082

 
4,690

 
798,902

 
 
4,393

 
132

Installment
 
322,797

 
2,180

 
525

 
2,705

 
325,502

 
 
—

 
525

Total consumer loans
 
1,992,798

 
8,187

 
4,953

 
13,140

 
2,005,938

 
 
10,173

 
701

Total loans
 
$
10,573,682

 
$
45,156

 
$
57,936

 
$
103,092

 
$
10,676,774

 
 
$
75,015

 
$
4,633

As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
3,490,783

 
$
34,620

 
$
4,511

 
$
39,131

 
$
3,529,914

 
 
$
40,580

 
$
1,830

Agricultural
 
430,221

 
280

 
385

 
665

 
430,886

 
 
219

 
177

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,970,564

 
3,156

 
6,100

 
9,256

 
1,979,820

 
 
11,560

 
345

Multi-family
 
672,098

 
3,117

 
248

 
3,365

 
675,463

 
 
377

 
20

Construction
 
539,043

 
198

 
579

 
777

 
539,820

 
 
209

 
371

Other commercial real estate
 
1,353,263

 
2,545

 
2,707

 
5,252

 
1,358,515

 
 
3,621

 
317

Total commercial real estate
 
4,534,968

 
9,016

 
9,634

 
18,650

 
4,553,618

 
 
15,767

 
1,053

Total corporate loans
 
8,455,972

 
43,916

 
14,530

 
58,446

 
8,514,418

 
 
56,566

 
3,060

Home equity
 
820,099

 
4,102

 
2,854

 
6,956

 
827,055

 
 
5,946

 
98

1-4 family mortgages
 
770,120

 
2,145

 
2,092

 
4,237

 
774,357

 
 
4,412

 
—

Installment
 
319,178

 
2,407

 
397

 
2,804

 
321,982

 
 
—

 
397

Total consumer loans
 
1,909,397

 
8,654

 
5,343

 
13,997

 
1,923,394

 
 
10,358

 
495

Total loans
 
$
10,365,369

 
$
52,570

 
$
19,873

 
$
72,443

 
$
10,437,812

 
 
$
66,924

 
$
3,555

(1)  
PCI loans with an accretable yield are considered current.
(2)  
Includes PCI loans of $760,000 and $763,000 as of March 31, 2018 and December 31, 2017 , respectively, which no longer have an accretable yield as estimates of expected future cash flows have decreased since the acquisition due to credit deterioration.



21






Allowance for Credit Losses
The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb estimated losses inherent in the existing loan portfolio. See Note 1 , " Summary of Significant Accounting Policies ," for the accounting policy for the allowance for credit losses. A rollforward of the allowance for credit losses by portfolio segment for the quarters ended March 31, 2018 and 2017 is presented in the table below.
Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands)
 
 
Commercial,
Industrial,
and
Agricultural
 
Office,
Retail, and
Industrial
 
Multi-
family
 
Construction
 
Other
Commercial
Real Estate
 
Consumer
 
Reserve for
Unfunded
Commitments
 
Total
Allowance for Credit Losses
Quarter ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
55,791

 
$
10,996

 
$
2,534

 
$
3,481

 
$
6,381

 
$
16,546

 
$
1,000

 
$
96,729

Charge-offs
 
(14,670
)
 
(461
)
 
—

 
—

 
(69
)
 
(1,885
)
 
—

 
(17,085
)
Recoveries
 
538

 
97

 
—

 
13

 
39

 
342

 
—

 
1,029

Net charge-offs
 
(14,132
)
 
(364
)
 
—

 
13

 
(30
)
 
(1,543
)
 
—

 
(16,056
)
Provision for loan
  losses and other
 
15,541

 
(25
)
 
58

 
(1,522
)
 
(1,060
)
 
2,189

 
—

 
15,181

Ending balance
 
$
57,200

 
$
10,607

 
$
2,592

 
$
1,972

 
$
5,291

 
$
17,192

 
$
1,000

 
$
95,854

Quarter ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
40,709

 
$
17,595

 
$
3,261

 
$
3,444

 
$
7,739

 
$
13,335

 
$
1,000

 
$
87,083

Charge-offs
 
(4,074
)
 
(127
)
 
—

 
(5
)
 
(408
)
 
(1,664
)
 
—

 
(6,278
)
Recoveries
 
1,666

 
975

 
28

 
227

 
101

 
443

 
—

 
3,440

Net charge-offs
 
(2,408
)
 
848

 
28

 
222

 
(307
)
 
(1,221
)
 
—

 
(2,838
)
Provision for loan
  losses and other
 
3,485

 
(742
)
 
(429
)
 
444

 
(510
)
 
2,670

 
—

 
4,918

Ending balance
 
$
41,786

 
$
17,701

 
$
2,860

 
$
4,110

 
$
6,922

 
$
14,784

 
$
1,000

 
$
89,163




22






The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment as of March 31, 2018 and December 31, 2017 .
Loans and Related Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands)
 
 
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, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, industrial, and
  agricultural
 
$
46,748

 
$
4,037,396

 
$
10,656

 
$
4,094,800

 
$
8,111

 
$
48,400

 
$
689

 
$
57,200

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
11,375

 
1,905,401

 
14,426

 
1,931,202

 
481

 
8,705

 
1,421

 
10,607

Multi-family
 
391

 
682,238

 
13,201

 
695,830

 
—

 
2,418

 
174

 
2,592

Construction
 
—

 
577,297

 
8,469

 
585,766

 
—

 
1,815

 
157

 
1,972

Other commercial real estate
 
2,223

 
1,300,548

 
60,467

 
1,363,238

 
—

 
4,320

 
971

 
5,291

Total commercial real estate
 
13,989

 
4,465,484

 
96,563

 
4,576,036

 
481

 
17,258

 
2,723

 
20,462

Total corporate loans
 
60,737

 
8,502,880

 
107,219

 
8,670,836

 
8,592

 
65,658

 
3,412

 
77,662

Consumer
 
—

 
1,984,451

 
21,487

 
2,005,938

 
—

 
15,926

 
1,266

 
17,192

Reserve for unfunded
  commitments
 
—

 
—

 
—

 
—

 
—

 
1,000

 
—

 
1,000

Total loans
 
$
60,737

 
$
10,487,331

 
$
128,706

 
$
10,676,774

 
$
8,592

 
$
82,584

 
$
4,678

 
$
95,854

As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, industrial, and
  agricultural
 
$
38,718

 
$
3,909,380

 
$
12,702

 
$
3,960,800

 
$
10,074

 
$
45,293

 
$
424

 
$
55,791

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
10,810

 
1,954,435

 
14,575

 
1,979,820

 
—

 
9,333

 
1,663

 
10,996

Multi-family
 
621

 
660,771

 
14,071

 
675,463

 
—

 
2,436

 
98

 
2,534

Construction
 
—

 
530,977

 
8,843

 
539,820

 
—

 
3,331

 
150

 
3,481

Other commercial real estate
 
1,468

 
1,291,723

 
65,324

 
1,358,515

 
—

 
5,415

 
966

 
6,381

Total commercial real estate
 
12,899

 
4,437,906

 
102,813

 
4,553,618

 
—

 
20,515

 
2,877

 
23,392

Total corporate loans
 
51,617

 
8,347,286

 
115,515

 
8,514,418

 
10,074

 
65,808

 
3,301

 
79,183

Consumer
 
—

 
1,901,456

 
21,938

 
1,923,394

 
—

 
15,533

 
1,013

 
16,546

Reserve for unfunded
  commitments
 
—

 
—

 
—

 
—

 
—

 
1,000

 
—

 
1,000

Total loans
 
$
51,617

 
$
10,248,742

 
$
137,453

 
$
10,437,812

 
$
10,074

 
$
82,341

 
$
4,314

 
$
96,729


23






Loans Individually Evaluated for Impairment
The following table presents loans individually evaluated for impairment by class of loan as of March 31, 2018 and December 31, 2017 . PCI loans are excluded from this disclosure.
Impaired Loans Individually Evaluated by Class
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
 
As of December 31, 2017
 
 
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
 
$
7,147

 
$
35,731

 
$
68,806

 
$
7,310

 
 
$
4,234

 
$
34,484

 
$
53,192

 
$
10,074

Agricultural
 
—

 
3,870

 
4,672

 
801

 
 
—

 
—

 
—

 
—

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
7,538

 
3,837

 
12,333

 
481

 
 
7,154

 
3,656

 
14,246

 
—

Multi-family
 
391

 
—

 
391

 
—

 
 
621

 
—

 
621

 
—

Construction
 
—

 
—

 
—

 
—

 
 
—

 
—

 
—

 
—

Other commercial real estate
 
2,223

 
—

 
2,243

 
—

 
 
1,468

 
—

 
1,566

 
—

Total commercial real estate
 
10,152

 
3,837

 
14,967

 
481

 
 
9,243

 
3,656

 
16,433

 
—

Total impaired loans
  individually evaluated for
  impairment
 
$
17,299

 
$
43,438

 
$
88,445

 
$
8,592

 
 
$
13,477

 
$
38,140

 
$
69,625

 
$
10,074

The following table presents the average recorded investment and interest income recognized on impaired loans by class for the quarters ended March 31, 2018 and 2017 . PCI loans are excluded from this disclosure.
Average Recorded Investment and Interest Income Recognized on Impaired Loans by Class
(Dollar amounts in thousands)
 
 
Quarters Ended March 31,
 
 
2018
 
2017
 
 
Average
Recorded
Investment
 
Interest
Income
Recognized (1)
 
Average
Recorded
Investment
 
Interest
Income
Recognized (1)
Commercial and industrial
 
$
40,798

 
$
22

 
$
20,849

 
$
214

Agricultural
 
1,935

 
—

 
557

 
—

Commercial real estate:
 
 
 
 
 
 
 
 

Office, retail, and industrial
 
11,093

 
112

 
14,865

 
93

Multi-family
 
506

 
7

 
397

 
28

Construction
 
—

 
—

 
17

 
136

Other commercial real estate
 
1,846

 
52

 
1,890

 
12

Total commercial real estate
 
13,445

 
171

 
17,169

 
269

Total impaired loans
 
$
56,178

 
$
193

 
$
38,575

 
$
483

(1)  
Recorded using the cash basis of accounting.

24






Credit Quality Indicators
Corporate loans and commitments are assessed for credit risk and assigned ratings based on various characteristics, such as the borrower's cash flow, leverage, and collateral. Ratings for commercial credits are reviewed periodically. The following tables present credit quality indicators by class for corporate and consumer loans, as of March 31, 2018 and December 31, 2017 .
Corporate Credit Quality Indicators by Class
(Dollar amounts in thousands)
 
 
Pass
 
Special
 Mention (1)(4)
 
Substandard (2)(4)
 
Non-accrual (3)
 
Total
As of March 31, 2018
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
3,505,129

 
$
95,259

 
$
14,704

 
$
43,974

 
$
3,659,066

Agricultural
 
417,644

 
7,756

 
6,248

 
4,086

 
435,734

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,856,832

 
26,642

 
35,386

 
12,342

 
1,931,202

Multi-family
 
682,926

 
10,961

 
1,799

 
144

 
695,830

Construction
 
568,148

 
9,941

 
7,469

 
208

 
585,766

Other commercial real estate
 
1,310,712

 
31,431

 
17,007

 
4,088

 
1,363,238

Total commercial real estate
 
4,418,618

 
78,975

 
61,661

 
16,782

 
4,576,036

Total corporate loans
 
$
8,341,391

 
$
181,990

 
$
82,613

 
$
64,842

 
$
8,670,836

As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
3,388,133

 
$
70,863

 
$
30,338

 
$
40,580

 
$
3,529,914

Agricultural
 
413,946

 
10,989

 
5,732

 
219

 
430,886

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,903,737

 
25,546

 
38,977

 
11,560

 
1,979,820

Multi-family
 
665,496

 
7,395

 
2,195

 
377

 
675,463

Construction
 
521,911

 
10,184

 
7,516

 
209

 
539,820

Other commercial real estate
 
1,304,337

 
29,624

 
20,933

 
3,621

 
1,358,515

Total commercial real estate
 
4,395,481

 
72,749

 
69,621

 
15,767

 
4,553,618

Total corporate loans
 
$
8,197,560

 
$
154,601

 
$
105,691

 
$
56,566

 
$
8,514,418

(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 TDR s of $651,000 as of March 31, 2018 and $657,000 as of December 31, 2017 .
Consumer Credit Quality Indicators by Class
(Dollar amounts in thousands)
 
 
Performing
 
Non-accrual
 
Total
As of March 31, 2018
 
 
 
 
 
 
Home equity
 
$
875,754

 
$
5,780

 
$
881,534

1-4 family mortgages
 
794,509

 
4,393

 
798,902

Installment
 
325,502

 
—

 
325,502

Total consumer loans
 
$
1,995,765

 
$
10,173

 
$
2,005,938

As of December 31, 2017
 
 
 
 
 
 
Home equity
 
$
821,109

 
$
5,946

 
$
827,055

1-4 family mortgages
 
769,945

 
4,412

 
774,357

Installment
 
321,982

 
—

 
321,982

Total consumer loans
 
$
1,913,036

 
$
10,358

 
$
1,923,394


25






TDR s
TDR s are generally performed at the request of the individual borrower and may include forgiveness of principal, reduction in interest rates, changes in payments, and maturity date extensions. The table below presents TDR s by class as of March 31, 2018 and December 31, 2017 . See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for TDR s.
TDR s by Class
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Accruing
 
Non-accrual (1)
 
Total
 
Accruing
 
Non-accrual (1)
 
Total
Commercial and industrial
 
$
260

 
$
16,830

 
$
17,090

 
$
264

 
$
18,959

 
$
19,223

Agricultural
 
—

 
—

 
—

 
—

 
—

 
—

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
—

 
2,336

 
2,336

 
—

 
4,236

 
4,236

Multi-family
 
570

 
144

 
714

 
574

 
149

 
723

Construction
 
—

 
—

 
—

 
—

 
—

 
—

Other commercial real estate
 
189

 
—

 
189

 
192

 
—

 
192

Total commercial real estate
 
759

 
2,480

 
3,239

 
766

 
4,385

 
5,151

Total corporate loans
 
1,019

 
19,310

 
20,329

 
1,030

 
23,344

 
24,374

Home equity
 
85

 
724

 
809

 
86

 
738

 
824

1-4 family mortgages
 
674

 
432

 
1,106

 
680

 
451

 
1,131

Installment
 
—

 
—

 
—

 
—

 
—

 
—

Total consumer loans
 
759

 
1,156

 
1,915

 
766

 
1,189

 
1,955

Total loans
 
$
1,778

 
$
20,466

 
$
22,244

 
$
1,796

 
$
24,533

 
$
26,329

(1)  
These TDR s are included in non-accrual loans in the preceding tables.
TDR s are included in the calculation of the allowance for credit losses in the same manner as impaired loans. There were $2.4 million and $2.0 million specific reserves related to TDR s as of March 31, 2018 and December 31, 2017 , respectively.
There were no material restructures during the quarters ended March 31, 2018 and 2017 .
Accruing TDR s that do not perform in accordance with their modified terms are transferred to non-accrual. There were no material TDR s that defaulted within twelve months of the restructure date during the quarters ended March 31, 2018 and 2017 .

26






A rollforward of the carrying value of TDR s for the quarters ended March 31, 2018 and 2017 is presented in the following table.
TDR Rollforward
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Accruing
 
 
 
 
Beginning balance
 
$
1,796

 
$
2,291

Additions
 
—

 
922

Net payments
 
(18
)
 
(24
)
Net transfers from (to) non-accrual
 
—

 
(1,077
)
Ending balance
 
1,778

 
2,112

Non-accrual
 
 
 
 
Beginning balance
 
24,533

 
6,297

Additions
 
355

 
—

Net payments
 
(3,113
)
 
(4,150
)
Charge-offs
 
(1,309
)
 
(112
)
Net transfers from accruing
 
—

 
1,077

Ending balance
 
20,466

 
3,112

Total TDRs
 
$
22,244

 
$
5,224

For TDR s to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. Loans that were not restructured at market rates and terms, that are not in compliance with the modified terms, or for which there is a concern about the future ability of the borrower to meet its obligations under the modified terms, continue to be separately reported as restructured until paid in full or charged-off.
There were no material commitments to lend additional funds to borrowers with TDR s as of March 31, 2018 and December 31, 2017 .

27






8 . EARNINGS PER COMMON SHARE
The table below displays the calculation of basic and diluted earnings per common share (" EPS ").
Basic and Diluted EPS
(Amounts in thousands, except per share data)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Net income
 
$
33,510

 
$
22,855

Net income applicable to non-vested restricted shares
 
(311
)
 
(234
)
Net income applicable to common shares
 
$
33,199

 
$
22,621

Weighted-average common shares outstanding:
 
 
 
 
Weighted-average common shares outstanding (basic)
 
101,922

 
100,411

Dilutive effect of common stock equivalents
 
16

 
21

Weighted-average diluted common shares outstanding
 
101,938

 
100,432

Basic EPS
 
$
0.33

 
$
0.23

Diluted EPS
 
$
0.33

 
$
0.23

Anti-dilutive shares not included in the computation of diluted EPS (1)
 
110

 
343

(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.
9 . DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy. The significant accounting policies related to derivative instruments and hedging activities are presented in Note 1, "Summary of Significant Accounting Policies."
Fair Value Hedges
The Company hedges the fair value of fixed rate commercial real estate loans using interest rate swaps through which the Company pays fixed amounts and receives variable amounts. These derivative contracts are designated as fair value hedges.
Fair Value Hedges
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Gross notional amount outstanding
 
$
5,333

 
$
5,458

Derivative liability fair value in other liabilities
 
(61
)
 
(101
)
Weighted-average interest rate received
 
3.69
%
 
3.38
%
Weighted-average interest rate paid
 
5.96
%
 
5.96
%
Weighted-average maturity (in years)
 
0.60

 
0.84

Fair value of derivative (1)
 
$
70

 
$
110

(1)  
This amount represents the fair value if credit risk related contingent features were triggered.
Changes in the fair value of fair value hedges are recognized in other noninterest income in the Condensed Consolidated Statements of Income.
Cash Flow Hedges
As of March 31, 2018 , the Company hedged $1.1 billion of certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts. The Company also hedged $980.0 million of borrowed funds using forward starting interest rate swaps through which the Company receives variable amounts and pays fixed amounts. These transactions allow the Company to add stability to net interest income and manage its exposure to interest rate movements.

28






Forward starting interest rate swaps totaling $510.0 million began on various dates between June of 2015 and March of 2018, and mature between June of 2019 and March of 2020. The remaining forward starting interest rate swaps totaling $470.0 million begin at various dates between May of 2018 and February of 2020 and mature between May of 2020 and April of 2022. The weighted-average fixed interest rate to be paid on these interest rate swaps that have not yet begun was 1.89% as of March 31, 2018 . These derivative contracts are designated as cash flow hedges.
Cash Flow Hedges
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Gross notional amount outstanding
 
$
2,060,000

 
$
1,960,000

Derivative asset fair value in other assets (1)
 
7,291

 
3,989

Derivative liability fair value in other liabilities (1)
 
(15,729
)
 
(10,219
)
Weighted-average interest rate received
 
1.78
%
 
1.58
%
Weighted-average interest rate paid
 
1.85
%
 
1.61
%
Weighted-average maturity (in years)
 
2.17

 
2.25

(1)  
Certain cash flow hedges are transacted through a clearinghouse ("centrally cleared") and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive loss on an after-tax basis and are subsequently reclassified to interest income or expense in the period that the forecasted hedged item impacts earnings. As of March 31, 2018 , the Company estimates that $1.3 million will be reclassified from accumulated other comprehensive loss as a decrease to interest income over the next twelve months.
Other Derivative Instruments
The Company also enters into derivative transactions through capital market products with its commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with third-parties. This transaction allows the Company's customers to effectively convert a variable rate loan into a fixed rate loan. Due to the offsetting nature of these transactions, the Company does not apply hedge accounting treatment. The Company's credit exposure on these derivative transactions results primarily from counterparty credit risk. The credit valuation adjustment (" CVA ") is a fair value adjustment to the derivative to account for this risk. As of March 31, 2018 and December 31, 2017 , the Company's credit exposure was fully secured by the underlying collateral on customer loans and mitigated through netting arrangements with third-parties, therefore, no CVA was recorded. Capital market products income related to commercial customer derivative instruments of $1.6 million and $1.4 million were recorded in noninterest income for the quarters ended March 31, 2018 and 2017 , respectively.
Other Derivative Instruments
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Gross notional amount outstanding
 
$
2,755,248

 
$
2,665,358

Derivative asset fair value in other assets (1)
 
21,019

 
17,079

Derivative liability fair value in other liabilities (1)
 
(22,948
)
 
(14,930
)
Fair value of derivative (2)
 
22,682

 
15,059

(1)  
Certain other derivative instruments are centrally cleared and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
(2)  
This amount represents the fair value if credit risk related contingent features were triggered.
The Company occasionally enters into risk participation agreements with counterparty banks to transfer or assume a portion of the credit risk related to customer transactions. The amounts of these instruments were not material for any periods presented. The Company had no other derivative instruments as of March 31, 2018 and December 31, 2017 . The Company does not enter into derivative transactions for purely speculative purposes.

29






The following table presents the impact of derivative instruments on comprehensive income and the reclassification of gains (losses) from accumulated other comprehensive loss to net interest income for the quarters ended March 31, 2018 and 2017 .
Cash Flow Hedge Accounting on AOCI
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Gains (losses) recognized in other comprehensive income
 
 
 
 
Interest rate swaps in interest income
 
$
6,996

 
$
1,811

Interest rate swaps in interest expense
 
(7,183
)
 
(302
)
Reclassification of gains (losses) included in net income
 
 
 
 
Interest rate swaps in interest income
 
$
271

 
$
1,856

Interest rate swaps in interest expense
 
(606
)
 
(1,145
)
The following table presents the impact of derivative instruments on net interest income for the quarters ended March 31, 2018 and 2017 .
Hedge Income
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Fair Value Hedges
 
 
 
 
Interest rate swaps in interest income
 
$
(41
)
 
$
(34
)
Cash Flow Hedges
 
 
 
 
Interest rate swaps in interest income
 
271

 
1,856

Interest rate swaps in interest expense
 
(606
)
 
(1,145
)
Total cash flow hedges
 
(335
)
 
711

Total net gains (losses) on hedges
 
$
(376
)
 
$
677

Credit Risk
Derivative instruments are inherently subject to credit risk, which represents the Company's risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Credit risk is managed by limiting and collateralizing the aggregate amount of net unrealized losses by transaction, monitoring the size and the maturity structure of the derivatives, and applying uniform credit standards. Company policy establishes limits on credit exposure to any single counterparty. In addition, the Company established bilateral collateral agreements with derivative counterparties that provide for exchanges of marketable securities or cash to collateralize either party's net losses above a stated minimum threshold. As of March 31, 2018 and December 31, 2017 , these collateral agreements covered 100% of the fair value of the Company's outstanding fair value hedges. Derivative assets and liabilities are presented gross, rather than net, of pledged collateral amounts.

30






Certain derivative instruments are subject to master netting agreements with counterparties. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Statements of Financial Condition. The following table presents the fair value of the Company's derivatives and offsetting positions as of March 31, 2018 and December 31, 2017 .
Fair Value of Offsetting Derivatives
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Gross amounts recognized
 
$
28,310

 
$
38,738

 
$
21,068

 
$
25,250

Less: amounts offset in the Consolidated Statements of
  Financial Condition
 
—

 
—

 
—

 
—

Net amount presented in the Consolidated Statements of
  Financial Condition (1)
 
28,310

 
38,738

 
21,068


25,250

Gross amounts not offset in the Consolidated Statements of
  Financial Condition:
 
 
 
 
 
 
 
 
Offsetting derivative positions
 
(18,362
)
 
(18,362
)
 
(16,880
)
 
(16,880
)
Cash collateral pledged
 
—

 
(20,376
)
 
—

 
(8,370
)
Net credit exposure
 
$
9,948

 
$
—

 
$
4,188

 
$
—

(1)  
Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
As of March 31, 2018 and December 31, 2017 , the Company's derivative instruments generally contained provisions that require the Company's debt to remain above a certain credit rating by each of the major credit rating agencies or that the Company maintain certain capital levels. If the Company's debt were to fall below that credit rating or the Company's capital were to fall below the required levels, it would be in violation of those provisions, and the counterparties to the derivative instruments could terminate the swap transaction and demand cash settlement of the derivative instrument in an amount equal to the derivative liability fair value. As of March 31, 2018 and December 31, 2017 the Company was in compliance with these provisions.

31






10 . COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES
Credit Commitments and Guarantees
In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and to conduct lending activities, including commitments to extend credit and standby and commercial letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.
Contractual or Notional Amounts of Financial Instruments
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Commitments to extend credit:
 
 
 
 
Commercial, industrial, and agricultural
 
$
1,712,750

 
$
1,729,426

Commercial real estate
 
356,393

 
377,551

Home equity
 
529,808

 
514,973

Other commitments (1)
 
244,206

 
244,222

Total commitments to extend credit
 
$
2,843,157

 
$
2,866,172

 
 
 
 
 
Letters of credit
 
$
117,926

 
$
128,801

(1)  
Other commitments includes installment and overdraft protection program commitments.
Commitments to extend credit are agreements to lend funds to a customer, subject to contractual terms and covenants. Commitments generally have fixed expiration dates or other termination clauses, variable interest rates, and fee requirements, when applicable. Since many of the commitments are expected to expire without being drawn, the total commitment amounts do not necessarily represent future cash flow requirements.
In the event of a customer's non-performance, the Company's credit loss exposure is equal to the contractual amount of the commitments. The credit risk is essentially the same as extending loans to customers for the full contractual amount. The Company uses the same credit policies for credit commitments as its loans and minimizes exposure to credit loss through various collateral requirements.
Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Letters of credit generally are contingent on the failure of the customer to perform according to the terms of the contract with the third-party and are often issued in favor of a municipality where construction is taking place to ensure the borrower adequately completes the construction. Commercial letters of credit are issued to facilitate transactions between a customer and a third-party based on agreed upon terms.
The maximum potential future payments guaranteed by the Company under letters of credit arrangements are equal to the contractual amount of the commitment. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral, including real estate, production plants and property, marketable securities, or receipt of cash.
As a result of the sale of certain 1-4 family mortgage loans, the Company is contractually obligated to repurchase early payment default loans or loans that do not meet underwriting requirements at recorded value. In accordance with the sales agreements, there is no limitation to the maximum potential future payments or expiration of the Company's recourse obligation. There were no material loan repurchases during the quarters ended March 31, 2018 and 2017 .
Legal Proceedings
In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at March 31, 2018 . While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any liabilities arising from pending legal matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows.

32






11 . FAIR VALUE
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Statements of Financial Condition. Those assets and liabilities are presented below in the sections titled "Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis" and "Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis."
Other assets and liabilities are not required to be measured at fair value in the Consolidated Statements of Financial Condition, but must be disclosed at fair value. See the "Fair Value Measurements of Other Financial Instruments" section of this note. Any aggregation of the estimated fair values presented in this note does not represent the value of the Company.
Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. GAAP provides a three-tiered fair value hierarchy based on the inputs used to measure fair value. The hierarchy is defined as follows:
•
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.
Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented.

33






Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis
The following table provides the fair value for assets and liabilities required to be measured at fair value on a recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Recurring Fair Value Measurements
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
 
$
—

 
$
—

 
$
—

 
$
1,685

 
$
—

 
$
—

Mutual funds
 
—

 
—

 
—

 
18,762

 
—

 
—

Total trading securities (1)
 
—

 
—

 
—

 
20,447

 
—

 
—

Equity securities (1)
 
21,322

 
7,191

 
—

 
—

 
—

 
—

Securities available-for-sale (1)
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
50,191

 
—

 
—

 
46,345

 
—

 
—

U.S. agency securities
 
—

 
159,538

 
—

 
—

 
156,847

 
—

CMOs
 
—

 
1,181,735

 
—

 
—

 
1,095,186

 
—

MBSs
 
—

 
423,362

 
—

 
—

 
369,543

 
—

Municipal securities
 
—

 
213,984

 
—

 
—

 
208,991

 
—

Corporate debt securities
 
—

 
12,140

 
—

 
—

 
—

 
—

Equity securities
 
—

 
—

 
—

 
—

 
7,297

 
—

Total securities available-for-sale
 
50,191

 
1,990,759

 
—

 
46,345

 
1,837,864

 
—

Mortgage servicing rights ("MSRs") (2)
 
—

 
—

 
6,468

 
—

 
—

 
5,894

Derivative assets (2)
 
—

 
28,310

 
—

 
—

 
21,068

 
—

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities (3)
 
$
—

 
$
38,738

 
$
—

 
$
—

 
$
25,250

 
$
—

(1)  
As a result of recently adopted accounting guidance, equity securities are no longer presented within trading securities or securities available-for-sale for the prior period and are now presented within equity securities for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
(2)  
Included in other assets in the Consolidated Statements of Financial Condition.
(3)  
Included in other liabilities in the Consolidated Statements of Financial Condition.
The following sections describe the specific valuation techniques and inputs used to measure financial assets and liabilities at fair value.
Equity Securities
The Company's equity securities consist primarily of community development investments and certain diversified investment securities held in a grantor trust for participants in the Company's nonqualified deferred compensation plan that are invested in money market and mutual funds. The fair value of community development investments are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. The fair value of the money market and mutual funds is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy.
Securities Available-for-Sale
The Company's securities available-for-sale are primarily fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair values for these securities are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. The fair value of U.S. treasury securities is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy. Quarterly, the Company evaluates the methodologies used by its external pricing services to estimate the fair value of these securities to determine whether the valuations represent an exit price in the Company's principal markets.

34






MSR s
The Company services loans for others totaling $604.2 million as of March 31, 2018 and $607.0 million as of December 31, 2017 . These loans are owned by third-parties and are not included in the Consolidated Statements of Financial Condition. The Company determines the fair value of MSR s by estimating the present value of expected future cash flows associated with the mortgage loans being serviced and classifies them in level 3 of the fair value hierarchy. The following table presents the ranges of significant, unobservable inputs used by the Company to determine the fair value of MSR s as of March 31, 2018 and December 31, 2017 .
Significant Unobservable Inputs Used in the Valuation of MSR s
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Prepayment speed
 
6.7
%
 -
13.1%
 
4.2
%
 -
13.1%
Maturity (months)
 
5

 -
102
 
6

 -
92
Discount rate
 
9.5
%
 -
12.0%
 
9.5
%
 -
12.0%
The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for MSR s. Significant increases in expected prepayment speeds and discount rates have negative impacts on the valuation. Higher maturity assumptions have a favorable effect on the estimated fair value.
A rollforward of the carrying value of MSR s for the quarters ended March 31, 2018 and 2017 is presented in the following table.
Carrying Value of MSR s
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Beginning balance
 
$
5,894

 
$
6,120

New MSRs
 
176

 
156

Total losses (gains) included in earnings (1) :
 
 
 
 
Changes in valuation inputs and assumptions
 
560

 
172

Other changes in fair value (2)
 
(162
)
 
(203
)
Ending balance
 
$
6,468

 
$
6,245

Contractual servicing fees earned (1)
 
$
378

 
$
395

(1)  
Included in mortgage banking income in the Condensed Consolidated Statements of Income and related to assets held as of March 31, 2018 and 2017 .
(2)  
Primarily represents changes in expected future cash flows due to payoffs and paydowns.
Derivative Assets and Derivative Liabilities
The Company enters into interest rate swaps and derivative transactions with commercial customers. These derivative transactions are executed in the dealer market, and pricing is based on market quotes obtained from the counterparties. The market quotes were developed using market observable inputs, which primarily include LIBOR. Therefore, derivatives are classified in level 2 of the fair value hierarchy. For its derivative assets and liabilities, the Company also considers non-performance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparty are representative of an exit price.

35






Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis
The following table provides the fair value for each class of assets and liabilities required to be measured at fair value on a non-recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Non-Recurring Fair Value Measurements
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Collateral-dependent impaired loans (1)
 
$
—

 
$
—

 
$
35,715

 
$
—

 
$
—

 
$
33,240

OREO (2)
 
—

 
—

 
4,792

 
—

 
—

 
12,340

Loans held-for-sale (3)
 
—

 
—

 
5,970

 
—

 
—

 
21,098

Assets held-for-sale (4)
 
—

 
—

 
3,383

 
—

 
—

 
2,208

(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.
Collateral-Dependent Impaired Loans
Certain collateral-dependent impaired loans are subject to fair value adjustments to reflect the difference between the carrying value of the loan and the value of the underlying collateral. The fair values of collateral-dependent impaired loans are primarily determined by current appraised values of the underlying collateral. Based on the age and/or type, appraisals may be adjusted in the range of 0% to 15% . In certain cases, an internal valuation may be used when the underlying collateral is located in areas where comparable sales data is limited or unavailable. Accordingly, collateral-dependent impaired loans are classified in level 3 of the fair value hierarchy.
Collateral-dependent impaired loans for which the fair value is greater than the recorded investment are not measured at fair value in the Consolidated Statements of Financial Condition and are not included in this disclosure.
OREO
The fair value of OREO is measured using the current appraised value of the properties. In certain circumstances, a current appraisal may not be available or may not represent an accurate measurement of the property's fair value due to outdated market information or other factors. In these cases, the fair value is determined based on the lower of the (i) most recent appraised value, (ii) broker price opinion, (iii) current listing price, or (iv) signed sales contract. Given these valuation methods, OREO is classified in level 3 of the fair value hierarchy.
Loans Held-for-Sale
As of March 31, 2018 , loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell. These loans were recorded in the held-for-sale category at the contract price and, accordingly, are classified in level 3 of the fair value hierarchy. As of December 31, 2017 , loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell, and a corporate loan.
Assets Held-for-Sale
Assets held-for-sale as of March 31, 2018 and December 31, 2017 consists of former branches that are no longer in operation and parcels of land previously purchased for expansion. These properties are being actively marketed and were transferred into the held-for-sale category at their fair value as determined by current appraisals. Based on these valuation methods, they are classified in level 3 of the fair value hierarchy.

36






Financial Instruments Not Required to be Measured at Fair Value
For certain financial instruments that are not required to be measured at fair value in the Consolidated Statements of Financial Condition, the Company must disclose the estimated fair values and the level within the fair value hierarchy as shown in the following table.
Fair Value Measurements of Other Financial Instruments
(Dollar amounts in thousands)
 
 
 
 
As of
 
 
 
 
March 31, 2018
 
December 31, 2017
 
 
Fair Value Hierarchy
Level
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Assets
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
1
 
$
150,138

 
$
150,138

 
$
192,800

 
$
192,800

Interest-bearing deposits in other banks
 
2
 
84,898

 
84,898

 
153,770

 
153,770

Securities held-to-maturity
 
2
 
13,400

 
11,287

 
13,760

 
12,013

FHLB and FRB stock
 
2
 
80,508

 
80,508

 
69,708

 
69,708

Loans
 
3
 
10,584,932

 
10,256,027

 
10,345,397

 
10,059,992

Investment in BOLI
 
3
 
281,285

 
281,285

 
279,900

 
279,900

Accrued interest receivable
 
3
 
45,703

 
45,703

 
45,261

 
45,261

Other interest-earning assets
 
3
 
146

 
146

 
228

 
228

Liabilities
 
 
 
 
 
 
 
 
 
 
Deposits
 
2
 
$
11,146,022

 
$
11,123,916

 
$
11,053,325

 
$
11,038,819

Borrowed funds
 
2
 
950,688

 
950,688

 
714,884

 
714,884

Senior and subordinated debt
 
2
 
195,312

 
194,980

 
195,170

 
198,806

Accrued interest payable
 
2
 
4,107

 
4,107

 
4,704

 
4,704

Management uses various methodologies and assumptions to determine the estimated fair values of the financial instruments in the table above. The fair value estimates are made at a discrete point in time based on relevant market information and consider management's judgments regarding future expected economic conditions, loss experience, and specific risk characteristics of the financial instruments. Loans include the FDIC indemnification asset and net loans, which consists of loans held-for-investment, acquired loans, and the allowance for loan losses. As of both March 31, 2018 and December 31, 2017 , the Company estimated the fair value of lending commitments outstanding to be immaterial.

37






ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois, with operations throughout the Chicago metropolitan area, northwest Indiana, central and western Illinois, and eastern Iowa through over 130 banking locations. Our principal subsidiary, First Midwest Bank, and other affiliates provide a broad range of commercial, retail, treasury management, equipment leasing, wealth management, trust, and private banking products and services to commercial and industrial, commercial real estate, municipal, and consumer customers. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that fulfill those financial needs.
The following discussion and analysis is intended to address the significant factors affecting our Condensed Consolidated Statements of Income for the quarters ended March 31, 2018 and 2017 and Consolidated Statements of Financial Condition as of March 31, 2018 and December 31, 2017 . When we use the terms "First Midwest," the "Company," "we," "us," and "our," we mean First Midwest Bancorp, Inc. and its consolidated subsidiaries. When we use the term "Bank," we are referring to our wholly-owned banking subsidiary, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements, accompanying notes thereto, and other information presented in Item 1 of this Quarterly Report on Form 10-Q ("Form 10-Q"), as well as in our 2017 Annual Report on Form 10-K (" 2017 10-K"). The results of operations for the quarter ended March 31, 2018 are not necessarily indicative of future results.
Our results of operations are affected by various factors, many of which are beyond our control, including interest rates, local and national economic conditions, business spending, consumer confidence, legislative and regulatory changes, certain seasonal factors, and changes in real estate and securities markets. Our management evaluates performance using a variety of qualitative and quantitative metrics. The primary quantitative metrics used by management include:
•
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.
Some of these metrics may be presented on a non-U.S. generally accepted accounting principles ("non-GAAP") basis. For detail on our non-GAAP metrics, see the discussion in the section titled "Non-GAAP Financial Information and Reconciliations." Unless otherwise stated, all earnings per common share data included in this section and throughout the remainder of this discussion are presented on a fully diluted basis.
As of March 31, 2018 , the Company and the Bank each had total assets of over $14.0 billion . The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and its implementing regulations impose various additional requirements on bank holding companies and banks with $10.0 billion or more in total consolidated assets. As a general matter, these requirements are phased in and become applicable to the Company and the Bank over various dates. For a discussion of the impact that the Dodd-Frank Act and its implementing regulations will have on the Company and the Bank now that they have each exceeded $10.0 billion in total consolidated assets, see the "Supervision and Regulation" section in Item 1, "Business" and Item 1A, "Risk Factors" in the Company's 2017 10-K, as well as our subsequent filings made with the Securities and Exchange Commission ("SEC").

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Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of words such as "may," "might," "will," "would," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "probable," "potential," "possible," "target," "continue," "look forward," or "assume," and words of similar import. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements are not guarantees of future performance or outcome, and we caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this report, and we undertake no obligation to update any forward-looking statements contained in this report to reflect new information or events or conditions after the date hereof.
Forward-looking statements may be deemed to include, among other things, statements relating to our future financial performance, the performance of our loan or securities portfolio, the expected amount of future credit reserves or charge-offs, corporate strategies or objectives, including the impact of strategic actions and initiatives, anticipated trends in our business, regulatory developments, the impact of federal income tax reform legislation, acquisition transactions, including estimated synergies, cost savings and financial benefits of consummated transactions, and growth strategies, including possible future acquisitions. These statements are subject to certain risks, uncertainties and assumptions. For a discussion of these risks, uncertainties, and assumptions, you should refer to the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and in our 2017 10-K, as well as our subsequent filings made with the SEC. However, these risks and uncertainties are not exhaustive. Other sections of this report describe additional factors that could adversely impact our business and financial performance.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and are consistent with general practice within the banking industry. Application of GAAP requires management to make estimates, assumptions, and judgments based on information available as of the date of the financial statements that affect the amounts reported in the financial statements and accompanying notes. Critical accounting estimates are those estimates that management believes are the most important to our financial position and results of operations. Future changes in information may impact these estimates, assumptions, and judgments, which may have a material effect on the amounts reported in the financial statements.
For additional information regarding critical accounting estimates, see the " Summary of Significant Accounting Policies ," presented in Note 1 to the Consolidated Financial Statements and the section titled "Critical Accounting Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2017 10-K. There have been no material changes in the Company's application of critical accounting estimates related to the allowance for credit losses, valuation of securities, income taxes, and goodwill and other intangible assets since December 31, 2017 .

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PERFORMANCE OVERVIEW
Table 1
Selected Financial Data
(Amounts in thousands, except per share data)
 
Quarters Ended 
 March 31,
 
2018
 
2017
Operating Results
 
 
 
Interest income
$
131,345

 
$
123,699

Interest expense
12,782

 
8,502

Net interest income
118,563

 
115,197

Provision for loan losses
15,181

 
4,918

Noninterest income
35,517

 
39,951

Noninterest expense
95,582

 
116,642

Income before income tax expense
43,317

 
33,588

Income tax expense
9,807

 
10,733

Net income
$
33,510

 
$
22,855

Weighted-average diluted common shares outstanding
101,938

 
100,432

Diluted earnings per common share
$
0.33

 
$
0.23

Diluted earnings per common share, adjusted (1)(2)
$
0.33

 
$
0.34

Performance Ratios
 
 
 
Return on average common equity (3)
7.19
%
 
5.20
%
Return on average common equity, adjusted (1)(2)(3)
7.19
%
 
7.76
%
Return on average tangible common equity (3)
12.50
%
 
9.53
%
Return on average tangible common equity, adjusted (1)(2)(3)
12.50
%
 
13.99
%
Return on average assets (3)
0.96
%
 
0.68
%
Return on average assets, adjusted (1)(2)(3)
0.96
%
 
1.01
%
Tax-equivalent net interest margin (2)(3)(4)
3.80
%
 
3.89
%
Efficiency ratio (2)
60.96
%
 
61.31
%
Efficiency ratio (prior presentation) (5)
N/A

 
60.98
%
(1)  
Adjustments to net income include acquisition and integration related expenses associated with completed and pending acquisitions (first quarter 2017). For additional discussion of adjustments, see the " Non-GAAP Financial Information and Reconciliations " section.
(2)  
This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
(3)  
These ratios are presented on an annualized basis.
(4)  
See the section of this Item 2 titled " Earnings Performance " below for additional discussion and calculation of this financial measure.
(5)  
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.

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As of
 
March 31, 2018 
 Change From
March 31,
2018
 
December 31,
2017
 
March 31,
2017
 
December 31,
2017
 
March 31,
2017
Balance Sheet Highlights
 
 
 
 
 
 
 
 
 
Total assets
$
14,379,971

 
$
14,077,052

 
$
13,773,471

 
$
302,919

 
$
606,500

Total loans
10,676,774

 
10,437,812

 
10,054,370

 
238,962

 
622,404

Total deposits
11,146,022

 
11,053,325

 
10,956,541

 
92,697

 
189,481

Core deposits
9,339,760

 
9,406,542

 
9,415,286

 
(66,782
)
 
(75,526
)
Loans to deposits
95.8
%
 
94.4
%
 
91.8
%
 
 
 
 
Core deposits to total deposits
83.8
%
 
85.1
%
 
85.9
%
 
 
 
 
Asset Quality Highlights
 
 
 
 
 
 
 
 
 
Non-accrual loans
$
75,015

 
$
66,924

 
$
54,294

 
$
8,091

 
$
20,721

90 days or more past due loans, still
  accruing interest (1)
4,633

 
3,555

 
2,633

 
1,078

 
2,000

Total non-performing loans
79,648

 
70,479

 
56,927

 
9,169

 
22,721

Accruing troubled debt
restructurings ("TDRs")
1,778

 
1,796

 
2,112

 
(18
)
 
(334
)
Other real estate owned ("OREO")
17,472

 
20,851

 
29,140

 
(3,379
)
 
(11,668
)
Total non-performing assets
$
98,898

 
$
93,126

 
$
88,179

 
$
5,772

 
$
10,719

30-89 days past due loans (1)
$
42,573

 
$
39,725

 
$
23,641

 
$
2,848

 
$
18,932

Non-performing assets to total loans plus
OREO
0.92
%
 
0.89
%
 
0.87
%
 
 
 
 
Allowance for Credit Losses
 
 
 
 
 
 
 
 
 
Allowance for credit losses
$
95,854

 
$
96,729

 
$
89,163

 
$
(875
)
 
$
6,691

Allowance for credit losses to
total loans (2)
0.90
%
 
0.93
%
 
0.89
%
 
 
 
 
Allowance for credit losses to
total loans, excluding acquired loans (3)
1.01
%
 
1.07
%
 
1.11
%
 
 
 
 
Allowance for credit losses to
non-accrual loans (2)
127.78
%
 
144.54
%
 
164.22
%
 
 
 
 
(1)  
Purchased credit impaired ("PCI") loans with an accretable yield are considered current and are not included in past due loan totals.
(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 ."
(3)  
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Net income for the first quarter of 2018 was $33.5 million , or $0.33 per share, compared to $22.9 million, or $0.23 per share, for the first quarter of 2017. Performance for the first quarter of 2017 was impacted by acquisition and integration related pre-tax expenses of $18.6 million. Excluding these expenses, net income for the first quarter of 2017 was $33.8 million, or $0.34 per share. The modest decrease in net income and earnings per share, excluding acquisition and integration related expenses, compared to the first quarter of 2017 reflects higher provision for loan losses, partially offset by higher net interest income and noninterest income, controlled noninterest expenses, and a lower effective income tax rate. A discussion of net interest income, noninterest income, noninterest expense, and income tax expense is presented in the following section titled " Earnings Performance ."
Total loans of $10.7 billion grew by $239.0 million , or 9.3% annualized, from December 31, 2017 .
Non-performing assets to loans plus OREO was 0.92% at March 31, 2018, up from 0.89% and 0.87% at December 31, 2017 and March 31, 2017, respectively. See the following "Loan Portfolio and Credit Quality" section for further discussion of our loan portfolio, non-accrual loans, 90 days or more past due loans, TDRs, and OREO.

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Table of Contents



EARNINGS PERFORMANCE
Net Interest Income
Net interest income is our primary source of revenue and is impacted by interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities. The accounting policies for the recognition of interest income on loans, securities, and other interest-earning assets are presented in Note 1 to the Consolidated Financial Statements included in our 2017 10-K.
Our accounting and reporting policies conform to GAAP and general practices within the banking industry. For purposes of this discussion, both net interest income and net interest margin have been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on certain tax-exempt loans and securities to those on taxable interest-earning assets. The effect of this adjustment is shown at the bottom of Tables 2. Although we believe that these non-GAAP financial measures enhance investors' understanding of our business and performance, they should not be considered an alternative to GAAP. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Table 2 summarizes our average interest-earning assets and interest-bearing liabilities for the quarters ended March 31, 2018   and 2017 , the related interest income and interest expense for each earning asset category and funding source, and the average interest rates earned and paid. Table 2 also details differences in interest income and expense from the prior quarter and the extent to which any changes are attributable to volume and rate fluctuations.


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Table of Contents



Table 2
Net Interest Income and Margin Analysis
(Dollar amounts in thousands)
 
Quarters Ended March 31,
 
 
Attribution of Change
in Net Interest Income
 
2018
 
 
2017
 
 
 
Average
Balance
 
Interest
 
Yield/
Rate (%)
 
 
Average
Balance
 
Interest
 
Yield/
Rate (%)
 
 
Volume
 
Yield/
Rate
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest-earning assets
$
112,137

 
$
423

 
1.53
 
 
$
215,915

 
$
441

 
0.83
 
 
$
(206
)
 
$
188

 
$
(18
)
Securities (1)
2,063,223

 
12,141

 
2.35
 
 
2,021,157

 
11,535

 
2.28
 
 
233

 
373

 
606

Federal Home Loan Bank
  ("FHLB") and Federal Reserve
  Bank ("FRB") stock
76,883

 
438

 
2.28
 
 
54,219

 
368

 
2.71
 
 
114

 
(44
)
 
70

Loans (1)(2)
10,499,283

 
119,318

 
4.61
 
 
9,920,513

 
113,409

 
4.64
 
 
6,413

 
(504
)
 
5,909

Total interest-earning assets (1)(2)
12,751,526

 
132,320

 
4.20
 
 
12,211,804

 
125,753

 
4.17
 
 
6,554

 
13

 
6,567

Cash and due from banks
181,797

 
 
 
 
 
 
176,953

 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
(99,234
)
 
 
 
 
 
 
(89,065
)
 
 
 
 
 
 
 
 
 
 
 
Other assets
1,352,964

 
 
 
 
 
 
1,373,433

 
 
 
 
 
 
 
 
 
 
 
Total assets
$
14,187,053

 
 
 
 
 
 
$
13,673,125

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
2,015,679

 
368

 
0.07
 
 
$
2,029,631

 
400

 
0.08
 
 
(3
)
 
(29
)
 
(32
)
NOW accounts
1,992,672

 
1,048

 
0.21
 
 
1,916,816

 
478

 
0.10
 
 
20

 
550

 
570

Money market deposits
1,814,057

 
824

 
0.18
 
 
1,890,703

 
619

 
0.13
 
 
(24
)
 
229

 
205

Time deposits
1,735,155

 
3,939

 
0.92
 
 
1,515,597

 
1,712

 
0.46
 
 
279

 
1,948

 
2,227

Borrowed funds
858,297

 
3,479

 
1.64
 
 
734,091

 
2,194

 
1.21
 
 
414

 
871

 
1,285

Senior and subordinated debt
195,243

 
3,124

 
6.49
 
 
194,677

 
3,099

 
6.46
 
 
9

 
16

 
25

Total interest-bearing
  liabilities
8,611,103

 
12,782

 
0.60
 
 
8,281,515

 
8,502

 
0.42
 
 
695

 
3,585

 
4,280

Demand deposits
3,466,832

 
 
 
 
 
 
3,355,674

 
 
 
 
 
 
 
 
 
 
 
Total funding sources
12,077,935

 
 
 
0.43
 
 
11,637,189

 
 
 
0.30
 
 
 
 
 
 
 
Other liabilities
235,699

 
 
 
 
 
 
272,398

 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity - common
1,873,419

 
 
 
 
 
 
1,763,538

 
 
 
 
 
 
 
 
 
 
 
Total liabilities and
  stockholders' equity
$
14,187,053

 
 
 
 
 
 
$
13,673,125

 
 
 
 
 
 
 
 
 
 
 
Tax-equivalent net interest
  income/margin (1)
 
 
119,538

 
3.80
 
 
 
 
117,251

 
3.89
 
 
$
5,859

 
$
(3,572
)
 
$
2,287

Tax-equivalent adjustment
 
 
(975
)
 
 
 
 
 
 
(2,054
)
 
 
 
 
 
 
 
 
 
Net interest income (GAAP)
 
 
$
118,563

 
 
 
 
 
 
$
115,197

 
 
 
 
 
 
 
 
 
Impact of acquired loan
  accretion (1)
 
 
$
5,112

 
0.16
 
 
 
 
$
11,345

 
0.38
 
 
 
 
 
 
 
Tax-equivalent net interest income/
  margin, adjusted (1)
 
 
$
114,426

 
3.64
 
 
 
 
$
105,906

 
3.51
 
 
 
 
 
 
 
(1)  
Interest income and yields on tax-exempt securities and loans are presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented at the current federal income tax rate of 21% and prior periods are presented using the federal income tax rate applicable at that time, or 35%. The corresponding income tax impact related to tax-exempt items is recorded in income tax expense. These adjustments have no impact on net income. See the" Non-GAAP Financial Information and Reconciliations "section presented later in this Item 2 for a discussion of this non-GAAP financial measure.
(2)  
Non-accrual loans, which totaled $75.0 million as of March 31, 2018 and $54.3 million as of March 31, 2017 , 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 Corporate Performing Potential Problem Loans ."
Net interest income increased by 2.9% compared to the first quarter of 2017. The rise in net interest income compared to the first quarter of 2017 was driven primarily by higher interest rates and loan growth, partially offset by lower acquired loan accretion and higher cost of funds.

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Acquired loan accretion contributed $5.1 million and $11.3 million to net interest income for the first quarter of 2018 and 2017, respectively.
Tax-equivalent net interest margin for the first quarter of 2018 was 3.80% , decreasing 9 basis points from the same period in 2017. The decrease in tax-equivalent net interest margin compared to the first quarter of 2017 was due primarily to a 22 basis point decrease in acquired loan accretion, partially offset by the positive impact of higher interest rates. In addition, tax-equivalent net interest margin for the first quarter of 2018 was negatively impacted by a 3 basis points reduction in the tax-equivalent adjustment as a result of lower federal income tax rates.
Total average interest-earning assets rose by $539.7 million from the first quarter of 2017. The increase resulted primarily from loan growth, which was partially offset by a reduction in other interest-earning assets.
Compared to the first quarter of 2017, total average funding sources increased by $440.7 million, due primarily to an increase in FHLB advances and time deposits.
Noninterest Income
A summary of noninterest income for the quarters ended March 31, 2018 and 2017 is presented in the following table.
Table 3
Noninterest Income Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
 
 
2018
 
2017
 
% Change
Service charges on deposit accounts
 
$
11,652

 
$
11,365

 
2.5

Wealth management fees
 
10,958

 
9,660

 
13.4

Card-based fees, net (1)(2) :
 
 
 
 
 
 
Card-based fees
 
5,692

 
8,116

 
(29.9
)
Cardholder expenses
 
(1,759
)
 
—

 
—

Card-based fees, net
 
3,933

 
8,116

 
(51.5
)
Mortgage banking income
 
2,397

 
1,888

 
27.0

Capital market products income
 
1,558

 
1,376

 
13.2

Merchant servicing fees, net (1)(3) :
 
 
 
 
 


Merchant servicing fees
 
2,237

 
3,135

 
(28.6
)
Merchant card expenses
 
(1,907
)
 
—

 
—

Merchant servicing fees, net
 
330

 
3,135

 
(89.5
)
Other service charges, commissions, and fees
 
2,218

 
2,307

 
(3.9
)
Other income (4)
 
2,471

 
2,104

 
17.4

Total noninterest income
 
$
35,517

 
$
39,951

 
(11.1
)
(1)  
As a result of accounting guidance adopted in the first quarter of 2018, certain noninterest income line items and the related noninterest expense line items that are presented on a gross basis for the prior periods are presented on a net basis in noninterest income for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
(2)  
Card-based fees, net consist of debit and credit card interchange fees for processing transactions as well as various fees on both consumer and non-customer automated teller machine ("ATM") and point-of-sale transactions processed through the ATM and point-of-sale networks as well as the related cardholder expense.
(3)  
Merchant servicing fees are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.
(4)  
Other income consists of various items, including BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.
Total noninterest income for the first quarter of 2018 of $35.5 million was down 11.1% compared to the first quarter of 2017. In the first quarter of 2018, the Company adopted accounting guidance which impacted how cardholder and merchant card expenses are presented within noninterest income on a prospective basis. As a result, these expenses are presented on a net basis against the related noninterest income for the first quarter of 2018 versus a gross basis within noninterest expense for the prior period. In addition, the Durbin Amendment of the Dodd-Frank Act ("Durbin") became effective for the Company in the third quarter of 2017. Excluding the $3.7 million reclassification impact of accounting guidance adopted in the first quarter of 2018 on the current period

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and the $2.9 million impact of Durbin on the first quarter of 2017, noninterest income was $39.2 million, up 5.8% from $37.1 million in the first quarter of 2017. This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Net card-based fees were up 8.4% compared to the first quarter of 2017, excluding the accounting reclassification and Durbin, due to higher transaction volumes. Compared to the first quarter of 2017, the increase in wealth management fees was driven primarily by the full quarter impact of customers acquired in the Premier Asset Management LLC ("Premier") transaction and organic growth. The decline in merchant servicing fees from the first quarter of 2017 reflected lower customer volumes, substantially offset by the decline in merchant card expense.
Mortgage banking income for the first quarter of 2018 resulted from sales of $63.8 million of 1-4 family mortgage loans in the secondary market, compared to $54.6 million in the first quarter of 2017. In addition, mortgage banking income for the first quarter of 2018 was positively impacted by changes in the fair value of mortgage servicing rights, which fluctuate from quarter to quarter.
Noninterest Expense
A summary of noninterest expense for the quarters ended March 31, 2018 and 2017 is presented in the following table.
Table 4
Noninterest Expense Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
 
 
2018
 
2017
 
% Change
Salaries and employee benefits:
 
 
 
 
 
 
Salaries and wages
 
$
45,830

 
$
44,890

 
2.1

Retirement and other employee benefits
 
10,957

 
10,882

 
0.7

Total salaries and employee benefits
 
56,787

 
55,772

 
1.8

Net occupancy and equipment expense
 
13,773

 
12,325

 
11.7

Professional services
 
7,580

 
8,463

 
(10.4
)
Technology and related costs
 
4,771

 
4,433

 
7.6

Advertising and promotions
 
1,650

 
1,066

 
54.8

Net OREO expense
 
1,068

 
1,700

 
(37.2
)
Merchant card expenses (1)
 
—

 
2,585

 
(100.0
)
Cardholder expenses (1)
 
—

 
1,764

 
(100.0
)
Other expenses
 
9,953

 
9,969

 
(0.2
)
Acquisition and integration related expenses
 
—

 
18,565

 
(100.0
)
Total noninterest expense (1)
 
$
95,582

 
$
116,642

 
(18.1
)
(1)  
As a result of accounting guidance adopted in the first quarter of 2018, certain noninterest income line items and the related noninterest expense line items that are presented on a gross basis for the prior periods are presented on a net basis in noninterest income for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
Total noninterest expense of $95.6 million decreased by 18.1% compared to the first quarter of 2017. In the first quarter of 2018, the Company adopted accounting guidance which impacted how cardholder and merchant card expenses are presented within noninterest income on a prospective basis. As a result, these expenses are presented on a net basis against the related noninterest income for the first quarter of 2018 versus a gross basis within noninterest expense for the prior period. Excluding the $3.7 million reclassification impact of this accounting guidance on the current period and $18.6 million acquisition and integration related expenses that resulted from the acquisition of Standard Bancshares, Inc ("Standard") in the first quarter of 2017, noninterest expense for the first quarter of 2018 was $99.2 million, consistent with $98.1 million in the first quarter of 2017. This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
The increase in salaries and wages compared to the first quarter of 2017 was driven primarily by merit increases and organizational growth. Compared to the first quarter of 2017, net occupancy and equipment expenses increased as a result of higher costs related to winter weather conditions and the timing of expenses related to the Company's planned corporate headquarters relocation. Professional services expense declined compared to the first quarter of 2017 due to lower loan remediation expenses. Compared to the first quarter of 2017, the rise in advertising and promotions expense resulted from the timing of certain advertising costs.

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Net OREO expense decreased compared to the first quarter of 2017 as a result of lower levels of operating expenses, losses on sales, and valuation adjustments.
Income Taxes
Our provision for income taxes includes both federal and state income tax expense. An analysis of the provision for income taxes for the quarters ended March 31, 2018 and 2017 is detailed in the following table.
Table 5
Income Tax Expense Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Income before income tax expense
 
$
43,317

 
$
33,588

Income tax expense:
 
 
 
 
Federal income tax expense
 
$
7,146

 
$
8,895

State income tax expense
 
2,661

 
1,838

Total income tax expense
 
$
9,807

 
$
10,733

Effective income tax rate
 
22.6
%
 
32.0
%
Federal income tax expense and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income and state income taxes. State income tax expense and the related effective tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income and state tax rules related to consolidated/combined reporting and sourcing of income and expense.
The decrease in the effective tax rate compared to the first quarter of 2017 was driven primarily by the reduction in the federal income tax rate from 35% to 21% which became effective in the first quarter of 2018 as a result of federal income tax reform. In addition, the first quarter of 2018 was impacted by a $1.0 million income tax benefit related to employee share-based payments.
Total income tax expense for the first quarter of 2018 was down 8.6% compared to the same period in the prior year. Higher levels of income subject to tax at statutory rates and a decrease in tax-exempt income compared to the first quarter of 2017 were more than offset by the decrease in the federal income tax rate.
Our accounting policies regarding the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are described in Notes 1 and 15 to the Consolidated Financial Statements of our 2017 10-K.
FINANCIAL CONDITION
Investment Portfolio Management
Securities that we have the intent and ability to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premiums and accretion of discounts. Equity securities are carried at fair value and consist primarily of community development investments and certain diversified investment securities held in a grantor trust for participants in the Company's nonqualified deferred compensation plan that are invested in money market and mutual funds. All other securities are classified as securities available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive loss.
We manage our investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity to mitigate the impact of changes in interest rates on net interest income.

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From time to time, we adjust the size and composition of our securities portfolio based on a number of factors, including expected loan growth, anticipated changes in collateralized public funds on account, the interest rate environment, and the related value of various segments of the securities markets. The following table provides a valuation summary of our investment portfolio.
Table 6
Investment Portfolio
(Dollar amounts in thousands)
 
 
As of March 31, 2018
 
As of December 31, 2017
 
 
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
 
$
50,487

 
$
(296
)
 
$
50,191

 
2.5
 
$
46,529

 
$
(184
)
 
$
46,345

 
2.5
U.S. agency securities
 
160,936

 
(1,398
)
 
159,538

 
7.8
 
157,636

 
(789
)
 
156,847

 
8.3
Collateralized mortgage
  obligations ("CMOs")
 
1,213,796

 
(32,061
)
 
1,181,735

 
57.9
 
1,113,019

 
(17,833
)
 
1,095,186

 
58.1
Other mortgage-backed
  securities ("MBSs")
 
434,485

 
(11,123
)
 
423,362

 
20.7
 
373,676

 
(4,133
)
 
369,543

 
19.6
Municipal securities
 
217,855

 
(3,871
)
 
213,984

 
10.5
 
209,558

 
(567
)
 
208,991

 
11.1
Corporate debt securities
 
12,161

 
(21
)
 
12,140

 
0.6
 
—

 
—

 
—

 
—
Equity securities (1)
 
—

 
—

 
—

 
—
 
7,408

 
(111
)
 
7,297

 
0.4
Total securities
  available-for-sale
 
$
2,089,720

 
$
(48,770
)
 
$
2,040,950

 
100.0
 
$
1,907,826

 
$
(23,617
)
 
$
1,884,209

 
100.0
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
13,400

 
$
(2,113
)
 
$
11,287

 

 
$
13,760

 
$
(1,747
)
 
$
12,013

 
 
Equity Securities (1)
 
 
 
 
 
$
28,513

 
 
 
 
 
 
 
$
—

 
 
Trading Securities (1)
 
 
 
 
 
$
—

 
 
 
 
 
 
 
$
20,447

 
 
(1)  
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within trading securities or securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
Portfolio Composition
As of March 31, 2018 , our securities available-for-sale portfolio totaled $2.0 billion , increasing $156.7 million , or 8.3% , from December 31, 2017 . The increase from December 31, 2017 was driven primarily by purchases of CMOs and MBSs in light of current market conditions. For additional detail regarding sales of securities see the "Realized Gains and Losses" section below.
Investments in municipal securities consist of general obligations of local municipalities in various states. Our municipal securities portfolio has historically experienced very low default rates and provides a predictable cash flow.

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Table 7
Securities Effective Duration Analysis
 
As of March 31, 2018
 
As of December 31, 2017
 
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
1.10
%
 
1.13

 
1.54
%
 
1.01
%
 
1.03

 
1.30
%
U.S. agency securities
1.82
%
 
3.22

 
1.96
%
 
1.80
%
 
3.22

 
1.74
%
CMOs
3.75
%
 
4.72

 
2.44
%
 
3.36
%
 
4.51

 
2.35
%
MBSs
4.17
%
 
5.60

 
2.50
%
 
3.77
%
 
5.29

 
2.30
%
Municipal securities
4.75
%
 
5.05

 
2.60
%
 
4.47
%
 
4.87

 
3.04
%
Corporate debt securities
0.28
%
 
7.98

 
3.32
%
 
N/M

 
N/M

 
N/M

Total securities available-for-sale
3.71
%
 
4.75

 
2.41
%
 
3.38
%
 
4.51

 
2.34
%
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
5.15
%
 
7.03

 
3.52
%
 
5.33
%
 
7.15

 
4.55
%
N/M – Not meaningful.
(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 the applicable federal income tax rate for each period presented.
Effective Duration
The average life and effective duration of our securities available-for-sale portfolio was 4.75 years and 3.71% , respectively, as of March 31, 2018 , up from 4.51 years and 3.38% as of December 31, 2017 . The increase resulted primarily from purchases of CMOs and MBSs.
Realized Gains and Losses
There were no net securities gains or impairment charges recognized during the first quarters of 2018 and 2017. During the first quarter of 2017, $210.2 million of securities acquired in the Standard transaction were sold shortly after the acquisition date and resulted in no gains or losses as they were recorded at fair value upon acquisition.
Unrealized Gains and Losses
Unrealized gains and losses on securities available-for-sale represent the difference between the aggregate cost and fair value of the portfolio. These amounts are presented in the Consolidated Statements of Comprehensive Income and reported as a separate component of stockholders' equity in accumulated other comprehensive loss on an after-tax basis. This balance sheet component will fluctuate as current market interest rates and conditions change and affect the aggregate fair value of the portfolio. Higher market rates drove the rise in net unrealized losses to $48.8 million as of March 31, 2018 from $23.6 million as of December 31, 2017 .
Net unrealized losses in the CMO and MBS portfolio totaled $32.1 million and $11.1 million as of March 31, 2018 , respectively, compared to $17.8 million and $4.1 million as of December 31, 2017 for the same portfolios. CMOs and MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. We do not believe any individual unrealized loss on these securities as of March 31, 2018 represents other-than-temporary securities impairment ("OTTI") related to credit deterioration. In addition, we do not intend to sell the CMOs or MBSs with unrealized losses and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

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LOAN PORTFOLIO AND CREDIT QUALITY
Portfolio Composition
Our loan portfolio is comprised of both corporate and consumer loans with corporate loans representing 81.2% of total loans as of March 31, 2018 . Consistent with our emphasis on relationship banking, the majority of our corporate loans are made to our core, multi-relationship customers. The customers usually maintain deposit relationships and utilize our other banking services, such as treasury or wealth management services.
To maximize loan income within an acceptable level of risk, we have certain lending policies and procedures that management reviews on a regular basis. In addition, management receives periodic reporting related to loan production, loan quality, credit concentrations, loan delinquencies, and non-performing and corporate performing potential problem loans to monitor and mitigate potential and current risks in the portfolio.
Table 8
Loan Portfolio
(Dollar amounts in thousands)
 
 
As of  
 March 31, 2018
 
% of
Total Loans
 
As of
December 31, 2017
 
% of
Total Loans
 
% Change
Commercial and industrial
 
$
3,659,066

 
34.3
 
$
3,529,914

 
33.8
 
3.7

Agricultural
 
435,734

 
4.1
 
430,886

 
4.1
 
1.1

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,931,202

 
18.1
 
1,979,820

 
19.0
 
(2.5
)
Multi-family
 
695,830

 
6.4
 
675,463

 
6.5
 
3.0

Construction
 
585,766

 
5.5
 
539,820

 
5.2
 
8.5

Other commercial real estate
 
1,363,238

 
12.8
 
1,358,515

 
13.0
 
0.3

Total commercial real estate
 
4,576,036

 
42.8
 
4,553,618

 
43.7
 
0.5

Total corporate loans
 
8,670,836

 
81.2
 
8,514,418

 
81.6
 
1.8

Home equity
 
881,534

 
8.3
 
827,055

 
7.9
 
6.6

1-4 family mortgages
 
798,902

 
7.5
 
774,357

 
7.4
 
3.2

Installment
 
325,502

 
3.0
 
321,982

 
3.1
 
1.1

Total consumer loans
 
2,005,938

 
18.8
 
1,923,394

 
18.4
 
4.3

Total loans
 
$
10,676,774

 
100.0
 
$
10,437,812

 
100.0
 
2.3

Total loans of $10.7 billion increased by 9.3%, annualized from December 31, 2017. Growth in commercial and industrial loans, primarily within our sector-based lending businesses, multi-family, and construction loans drove the rise in total corporate loans. Growth in consumer loans compared to December 31, 2017 benefited from the impact of purchases of shorter-duration home equity loans and organic production.
Commercial, Industrial, and Agricultural Loans
Commercial, industrial, and agricultural loans represent 38.4% of total loans, and totaled $4.1 billion at March 31, 2018 , an increase of $134.0 million , or 3.4% , from December 31, 2017 . Our commercial and industrial loans are a diverse group of loans generally located in the Chicago metropolitan area with purposes that include supporting seasonal working capital needs, accounts receivable financing, inventory and equipment financing, and select sector based lending, such as healthcare, asset-based lending, structured finance, and syndications. Our commercial and industrial portfolio does not have significant direct exposure to the oil and gas industry. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory. The underlying collateral securing commercial and industrial loans may fluctuate in value due to the success of the business or economic conditions. For loans secured by accounts receivable, the availability of funds for repayment and economic conditions may impact the cash flow of the borrower. Accordingly, the underwriting for these loans is based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower and may incorporate a personal guarantee.
Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid through cash flows of the farming operation. Risks uniquely inherent in agricultural loans relate to weather conditions, agricultural product pricing, and loss of crops

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or livestock due to disease or other factors. Therefore, as part of the underwriting process, the Company examines projected future cash flows, financial statement stability, and the value of the underlying collateral.
Commercial Real Estate Loans
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans depends on the successful operation of the property securing the loan or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in the real estate market. In addition, many commercial real estate loans do not fully amortize over the term of the loan, but have balloon payments due at maturity. The borrower's ability to make a balloon payment may depend on the availability of long-term financing or their ability to complete a timely sale of the underlying property. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria.
Construction loans are generally based on estimates of costs and values associated with the completed projects and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Sources of repayment may be permanent long-term financing, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions.
The following table presents commercial real estate loan detail as of March 31, 2018 and December 31, 2017 .
Table 9
Commercial Real Estate Loans
(Dollar amounts in thousands)
 
 
As of  
 March 31, 2018
 
% of
Total
 
As of
December 31, 2017
 
% of
Total
Office, retail, and industrial:
 
 
 
 
 
 
 
 
Office
 
$
809,358

 
17.7
 
$
844,413

 
18.5
Retail
 
469,321

 
10.3
 
471,781

 
10.4
Industrial
 
652,523

 
14.3
 
663,626

 
14.6
Total office, retail, and industrial
 
1,931,202

 
42.3
 
1,979,820

 
43.5
Multi-family
 
695,830

 
15.2
 
675,463

 
14.8
Construction
 
585,766

 
12.8
 
539,820

 
11.8
Other commercial real estate:
 
 
 
 
 
 
 
 
Multi-use properties
 
330,934

 
7.2
 
330,926

 
7.3
Rental properties
 
184,394

 
4.0
 
197,579

 
4.3
Warehouses and storage
 
170,218

 
3.7
 
172,505

 
3.8
Hotels
 
122,600

 
2.7
 
97,016

 
2.1
Restaurants
 
121,025

 
2.6
 
112,547

 
2.5
Service stations and truck stops
 
104,611

 
2.3
 
107,834

 
2.4
Recreational
 
84,927

 
1.9
 
87,986

 
1.9
Automobile dealers
 
38,153

 
0.8
 
39,020

 
0.9
Other
 
206,376

 
4.5
 
213,102

 
4.7
Total other commercial real estate
 
1,363,238

 
29.7
 
1,358,515

 
29.9
Total commercial real estate
 
$
4,576,036

 
100.0
 
$
4,553,618

 
100.0
Commercial real estate loans represent 42.8% of total loans, and totaled $4.6 billion at March 31, 2018 , increasing by $22.4 million from December 31, 2017 .
The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner-occupied and investor categories and is diverse in terms of type and geographic location, generally within the Company's markets. Approximately 43% of the commercial real estate portfolio, excluding multi-family and construction loans, is owner-occupied as of March 31, 2018 . Using outstanding loan balances, non-owner-occupied commercial real estate loans to total capital was 214% and construction loans to total capital was 32% as of March 31, 2018 . Non-owner-occupied (investor) commercial real estate is calculated in

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accordance with federal banking agency guidelines and includes construction, multi-family, non-farm non-residential property, and commercial real estate loans that are not secured by real estate collateral.
Consumer Loans
Consumer loans represent 18.8% of total loans, and totaled $2.0 billion at March 31, 2018 , an increase of $82.5 million , or 4.3% , from December 31, 2017 . Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation ("FICO"), which employs a risk-based system to determine the probability a borrower may default. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. The home equity category consists mainly of revolving lines of credit secured by junior liens on owner-occupied real estate. Loan-to-value ratios on home equity loans and 1-4 family mortgages are based on the current appraised value of the collateral. Repayment for these loans is dependent on the borrower's continued financial stability, and is more likely to be impacted by adverse personal circumstances.

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Non-performing Assets and Corporate Performing Potential Problem Loans
The following table presents our loan portfolio by performing and non-performing status. A discussion of our accounting policies for non-accrual loans, TDRs, and loans 90 days or more past due can be found in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part 1, Item 1 of this Form 10-Q.
Table 10
Loan Portfolio by Performing/Non-Performing Status
(Dollar amounts in thousands)
 
Accruing
 
 
 
 
 
PCI (1)
 
Current
 
30-89 Days
Past Due
 
90 Days
Past Due
 
Non-accrual (2)
 
Total
Loans
As of March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
3,373

 
$
3,599,159

 
$
10,597

 
$
1,963

 
$
43,974

 
$
3,659,066

Agricultural
7,234

 
423,661

 
264

 
489

 
4,086

 
435,734

Commercial real estate:
 
 

 
 
 
 
 
 
 
 
Office, retail, and industrial
14,426

 
1,898,381

 
5,577

 
476

 
12,342

 
1,931,202

Multi-family
13,201

 
667,212

 
15,249

 
24

 
144

 
695,830

Construction
8,405

 
576,202

 
35

 
916

 
208

 
585,766

Other commercial real estate
59,820

 
1,295,183

 
4,083

 
64

 
4,088

 
1,363,238

Total commercial real estate
95,852

 
4,436,978

 
24,944

 
1,480

 
16,782

 
4,576,036

Total corporate loans
106,459

 
8,459,798

 
35,805

 
3,932

 
64,842

 
8,670,836

Home equity
2,656

 
870,443

 
2,611

 
44

 
5,780

 
881,534

1-4 family mortgages
17,775

 
774,625

 
1,977

 
132

 
4,393

 
798,902

Installment
1,056

 
321,741

 
2,180

 
525

 
—

 
325,502

Total consumer loans
21,487

 
1,966,809

 
6,768

 
701

 
10,173

 
2,005,938

Total loans
$
127,946

 
$
10,426,607

 
$
42,573

 
$
4,633

 
$
75,015

 
$
10,676,774

As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
5,450

 
$
3,458,049

 
$
24,005

 
$
1,830

 
$
40,580

 
$
3,529,914

Agricultural
7,203

 
423,007

 
280

 
177

 
219

 
430,886

Commercial real estate:
 
 

 
 
 
 
 
 
 
 
Office, retail, and industrial
14,575

 
1,950,564

 
2,776

 
345

 
11,560

 
1,979,820

Multi-family
14,071

 
657,878

 
3,117

 
20

 
377

 
675,463

Construction
8,778

 
530,264

 
198

 
371

 
209

 
539,820

Other commercial real estate
64,675

 
1,287,522

 
2,380

 
317

 
3,621

 
1,358,515

Total commercial real estate
102,099

 
4,426,228

 
8,471

 
1,053

 
15,767

 
4,553,618

Total corporate loans
114,752

 
8,307,284

 
32,756

 
3,060

 
56,566

 
8,514,418

Home equity
2,745

 
815,014

 
3,252

 
98

 
5,946

 
827,055

1-4 family mortgages
18,080

 
750,555

 
1,310

 
—

 
4,412

 
774,357

Installment
1,113

 
318,065

 
2,407

 
397

 
—

 
321,982

Total consumer loans
21,938

 
1,883,634

 
6,969

 
495

 
10,358

 
1,923,394

Total loans
$
136,690

 
$
10,190,918

 
$
39,725

 
$
3,555

 
$
66,924

 
$
10,437,812

(1)  
PCI loans with an accretable yield are considered current.
(2)  
Includes PCI loans of $760,000 and $763,000 as of March 31, 2018 and December 31, 2017 , respectively, which no longer have an accretable yield as estimates of expected future cash flows have decreased since the acquisition date due to credit deterioration.

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The following table provides a comparison of our non-performing assets and past due loans to prior periods.
Table 11
Non-Performing Assets and Past Due Loans
(Dollar amounts in thousands)
 
As of
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
Non-accrual loans
$
75,015

 
$
66,924

 
$
65,176

 
$
79,196

 
$
54,294

90 days or more past due loans, still
accruing interest (1)
4,633

 
3,555

 
2,839

 
2,059

 
2,633

Total non-performing loans
79,648

 
70,479

 
68,015

 
81,255

 
56,927

Accruing TDRs
1,778

 
1,796

 
1,813

 
2,029

 
2,112

OREO
17,472

 
20,851

 
19,873

 
26,493

 
29,140

Total non-performing assets
$
98,898

 
$
93,126

 
$
89,701

 
$
109,777

 
$
88,179

30-89 days past due loans (1)
$
42,573

 
$
39,725

 
$
28,868

 
$
19,081

 
$
23,641

Non-accrual loans to total loans
0.70
%
 
0.64
%
 
0.63
%
 
0.77
%
 
0.54
%
Non-performing loans to total loans
0.75
%
 
0.68
%
 
0.65
%
 
0.79
%
 
0.57
%
Non-performing assets to total loans plus
  OREO
0.92
%
 
0.89
%
 
0.86
%
 
1.07
%
 
0.87
%
(1)  
PCI loans with an accretable yield are considered current and are not included in past due loan totals.
Total non-performing assets represented 0.92% of total loans and OREO at March 31, 2018, up from 0.89% and 0.87% at December 31, 2017 and March 31, 2017, respectively, reflective of normal fluctuations that can occur on a quarterly basis.

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TDRs
Loan modifications may be performed at the request of an individual borrower and may include reductions in interest rates, changes in payments, and extensions of maturity dates. We occasionally restructure loans at other than market rates or terms to enable the borrower to work through financial difficulties for a period of time, and these restructured loans remain classified as TDRs for the remaining term of these loans.
Table 12
TDRs by Type
(Dollar amounts in thousands)
 
As of
 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
 
Number
of Loans
 
Amount
 
Number
of Loans
 
Amount
 
Number
of Loans
 
Amount
Commercial and industrial
10

 
$
17,090

 
11

 
$
19,223

 
4

 
$
1,200

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
4

 
2,336

 
4

 
4,236

 
2

 
864

Multi-family
3

 
714

 
3

 
723

 
3

 
745

Other commercial real estate
1

 
189

 
1

 
192

 
2

 
263

Total commercial real estate
8

 
3,239

 
8

 
5,151

 
7

 
1,872

Total corporate loans
18

 
20,329

 
19

 
24,374

 
11

 
3,072

Home equity
14

 
809

 
15

 
824

 
16

 
967

1-4 family mortgages
11

 
1,106

 
11

 
1,131

 
11

 
1,185

Total consumer loans
25

 
1,915

 
26

 
1,955

 
27

 
2,152

Total TDRs
43

 
$
22,244

 
45

 
$
26,329

 
38

 
$
5,224

Accruing TDRs
13

 
$
1,778

 
14

 
$
1,796

 
17

 
$
2,112

Non-accrual TDRs
30

 
20,466

 
31

 
24,533

 
21

 
3,112

Total TDRs
43

 
$
22,244

 
45


$
26,329

 
38

 
$
5,224

Year-to-date charge-offs on TDRs
 
 
$
1,309

 
 
 
$
6,345

 
 
 
$
112

Specific reserves related to TDRs
 
 
2,374

 
 
 
1,977

 
 
 
32

As of March 31, 2018 , TDRs totaled $22.2 million , decreasing by $4.1 million from December 31, 2017. The increase from $5.2 million at March 31, 2017 was driven primarily by the extension of two non-accrual credits during the third quarter of 2017.

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Corporate Performing Potential Problem Loans
Corporate performing potential problem loans consist of special mention loans and substandard loans, excluding accruing TDRs. These loans are performing in accordance with their contractual terms, but we have concerns about the ability of the borrower to continue to comply with loan terms due to the borrower's operating or financial difficulties.
Table 13
Corporate Performing Potential Problem Loans
(Dollar amounts in thousands)
 
As of March 31, 2018
 
As of December 31, 2017
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
Commercial and industrial
$
95,259

 
$
14,444

 
$
109,703

 
$
70,863

 
$
30,074

 
$
100,937

Agricultural
7,756

 
6,248

 
14,004

 
10,989

 
5,732

 
16,721

Commercial real estate
78,975

 
61,270

 
140,245

 
72,749

 
69,228

 
141,977

Total corporate performing
  potential problem loans (4)
$
181,990

 
$
81,962

 
$
263,952

 
$
154,601

 
$
105,034

 
$
259,635

Corporate performing potential
  problem loans to corporate
  loans
2.10
%
 
0.95
%
 
3.04
%
 
1.82
%
 
1.23
%
 
3.05
%
Corporate PCI performing
  potential problem loans
  included in the totals above
$
17,422

 
$
22,775

 
$
40,197

 
$
17,685

 
$
26,635

 
$
44,320

(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 corporate performing potential problem loans excludes accruing TDRs of $651,000 as of March 31, 2018 and $657,000 as of December 31, 2017 .
(4)  
Includes corporate PCI performing potential problem loans.
Corporate performing potential problem loans to corporate loans of 3.04% at March 31, 2018 were consistent with December 31, 2017 .
OREO
OREO consists of properties acquired as the result of borrower defaults on loans.
Table 14
OREO by Type
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
Single-family homes
 
$
1,173

 
$
837

 
$
1,768

Land parcels:
 
 
 
 
 
 
Raw land
 
850

 
850

 
1,025

Commercial lots
 
4,657

 
8,698

 
10,638

Single-family lots
 
2,135

 
2,150

 
2,232

Total land parcels
 
7,642

 
11,698

 
13,895

Multi-family units
 
225

 
48

 
272

Commercial properties
 
8,432

 
8,268

 
13,205

Total OREO
 
$
17,472

 
$
20,851

 
$
29,140


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OREO Activity
A rollforward of OREO balances for the quarters ended March 31, 2018 and 2017 is presented in the following table.
Table 15
OREO Rollforward
(Dollar amounts in thousands)
 
 
Quarters Ended March 31,
 
 
2018
 
2017
Beginning balance
 
$
20,851

 
$
26,083

Transfers from loans
 
937

 
683

Acquisitions
 
—

 
8,427

Proceeds from sales
 
(3,876
)
 
(5,364
)
Losses on sales of OREO
 
(20
)
 
(156
)
OREO valuation adjustments
 
(420
)
 
(533
)
Ending balance
 
$
17,472

 
$
29,140

Allowance for Credit Losses
Methodology for the Allowance for Credit Losses
The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, and consideration of current economic trends.
Acquired loans are recorded at fair value, which incorporates credit risk, at the date of acquisition. No allowance for credit losses is recorded on the acquisition date for such loans. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. In addition, certain acquired loans that have renewed subsequent to their respective acquisition dates are no longer classified as acquired loans. Instead, they are included with our loan population that is allocated an allowance in accordance with our allowance for loan losses methodology.
While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk ratings by regulatory authorities. Management believes that the allowance for credit losses is an appropriate estimate of credit losses inherent in the loan portfolio as of March 31, 2018 .
The accounting policy for the allowance for credit losses is discussed in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

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An allowance for credit losses is established on loans originated by the Bank, acquired loans, and covered loans. Additional discussion regarding acquired and covered loans can be found in Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. The following table provides additional details related to acquired loans, the allowance for credit losses as related to acquired loans, and the remaining acquisition adjustment associated with acquired loans as of March 31, 2018 and December 31, 2017 .
Table 16
Allowance for Credit Losses and Acquisition Adjustment
(Dollar amounts in thousands)
 
 
Loans, Excluding Acquired Loans
 
Acquired Loans (1)
 
Total
Quarter Ended March 31, 2018
 
 
 
 
 
 
Beginning balance
 
$
94,123

 
$
2,606

 
$
96,729

Net charge-offs
 
(15,806
)
 
(250
)
 
(16,056
)
Provision for loan losses and other expense
 
15,215

 
(34
)
 
15,181

Ending balance
 
$
93,532

 
$
2,322

 
$
95,854

As of March 31, 2018
 
 
 
 
 
 
Total loans
 
$
9,219,842

 
$
1,456,932

 
$
10,676,774

Remaining acquisition adjustment (2)
 
N/A

 
70,651

 
70,651

Allowance for credit losses to total loans (3)
 
1.01
%
 
0.16
%
 
0.90
%
Remaining acquisition adjustment to acquired loans
 
N/A

 
4.85
%
 
N/A

As of December 31, 2017
 
 
 
 
 
 
Total loans
 
$
8,822,560

 
$
1,615,252

 
$
10,437,812

Remaining acquisition adjustment (2)
 
N/A

 
74,677

 
74,677

Allowance for credit losses to total loans (3)
 
1.07
%
 
0.16
%
 
0.93
%
Remaining acquisition adjustment to acquired loans
 
N/A

 
4.62
%
 
N/A

N/A - Not applicable.
(1)  
These amounts and ratios relate to the loans acquired in completed acquisitions.
(2)  
The remaining acquisition adjustment consists of $41.2 million and $29.5 million relating to PCI and non-purchased credit impaired ("Non-PCI") loans, respectively, as of March 31, 2018 , and $43.5 million and $31.2 million relating to PCI and Non-PCI loans, respectively, as of December 31, 2017 .
(3)  
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Excluding acquired loans, the allowance for credit losses to total loans was 1.01% as of March 31, 2018 . The acquisition adjustment decreased $4.0 million during the first quarter of 2018 , driven primarily by acquired loan accretion, resulting in a remaining acquisition adjustment as a percent of acquired loans of 4.85% . Acquired loans that are renewed are no longer classified as acquired loans. These loans totaled $404.2 million and $366.0 million as of March 31, 2018 and December 31, 2017, respectively, and are included in loans, excluding acquired loans, in the table above and allocated an allowance in accordance with our allowance for loan losses methodology. In addition, there is an allowance for credit losses of $2.3 million on acquired loans.

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Table 17
Allowance for Credit Losses and
Summary of Credit Loss Experience
(Dollar amounts in thousands)
 
Quarters Ended
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
Change in allowance for credit losses
 
 
 
 
 
 
 
 
 
Beginning balance
$
96,729

 
$
95,814

 
$
93,371

 
$
89,163

 
$
87,083

Loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial, industrial, and agricultural
14,670

 
6,919

 
8,935

 
2,957

 
4,074

Office, retail, and industrial
461

 
49

 
14

 
—

 
127

Multi-family
—

 
—

 
—

 
—

 
—

Construction
—

 
—

 
(6
)
 
39

 
5

Other commercial real estate
69

 
34

 
6

 
307

 
408

Consumer
1,885

 
2,118

 
1,617

 
1,556

 
1,664

Total loan charge-offs
17,085

 
9,120

 
10,566

 
4,859

 
6,278

Recoveries of loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial, industrial, and agricultural
538

 
1,386

 
698

 
400

 
1,666

Office, retail, and industrial
97

 
127

 
1,825

 
8

 
975

Multi-family
—

 
3

 
2

 
6

 
28

Construction
13

 
12

 
19

 
12

 
227

Other commercial real estate
39

 
39

 
25

 
79

 
101

Consumer
342

 
444

 
331

 
323

 
443

Total recoveries of loan charge-offs
1,029

 
2,011

 
2,900

 
828

 
3,440

Net loan charge-offs
16,056

 
7,109

 
7,666

 
4,031

 
2,838

Provision for loan losses
15,181

 
8,024

 
10,109

 
8,239

 
4,918

Ending balance
$
95,854

 
$
96,729

 
$
95,814

 
$
93,371

 
$
89,163

Allowance for credit losses
 
 
 
 
 
 
 
 
 
Allowance for loan losses
$
94,854

 
$
95,728

 
$
94,814

 
$
92,371

 
$
88,163

Reserve for unfunded commitments
1,000

 
1,000

 
1,000

 
1,000

 
1,000

Total allowance for credit losses
$
95,854

 
$
96,728

 
$
95,814

 
$
93,371

 
$
89,163

Allowance for credit losses to loans (1)
0.90
%
 
0.93
%
 
0.92
%
 
0.91
%
 
0.89
%
Allowance for credit losses to loans, excluding
  acquired loans (2)
1.01
%
 
1.07
%
 
1.09
%
 
1.10
%
 
1.11
%
Allowance for credit losses to
  non-accrual loans
127.78
%
 
144.54
%
 
147.01
%
 
117.90
%
 
164.22
%
Allowance for credit losses to
  non-performing loans
120.35
%
 
137.25
%
 
140.87
%
 
114.91
%
 
156.63
%
Average loans
$
10,496,089

 
$
10,380,689

 
$
10,273,630

 
$
10,059,968

 
$
9,916,281

Net loan charge-offs to average loans,
  annualized
0.62
%
 
0.27
%
 
0.30
%
 
0.16
%
 
0.12
%
(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)  
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Activity in the Allowance for Credit Losses
The allowance for credit losses was $95.9 million as of March 31, 2018 and represents 0.90% of total loans, compared to 0.93% at December 31, 2017 .
The provision for loan losses was $15.2 million for the quarter ended March 31, 2018 , up from $8.0 million for the quarter ended December 31, 2017. The increase compared to the quarter ended December 31, 2017 resulted primarily from higher levels of net charge-offs.

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Net loan charge-offs to average loans, annualized were 0.62% , or $16.1 million , for the first quarter of 2018 , up from 0.27% and 0.12% for the fourth and first quarters of 2017, respectively. The increase in net loan charge-offs compared to both prior periods resulted largely from losses on two corporate relationships based upon circumstances unique to these borrowers. Included within net charge-offs for the first quarter of 2017 were $3.4 million in recoveries which related to three corporate relationships that were charged-off in prior periods.
FUNDING AND LIQUIDITY MANAGEMENT
The following table provides a comparison of average funding sources. We believe that average balances, rather than period-end balances, are more meaningful in analyzing funding sources because of the normal fluctuations that may occur on a daily or monthly basis within funding categories.
Table 18
Funding Sources - Average Balances
(Dollar amounts in thousands)
 
Quarters Ended
 
 
March 31, 2018 % Change From
 
March 31,
2018
 
December 31,
2017
 
March 31,
2017
 
 
December 31,
2017
 
March 31,
2017
Demand deposits
$
3,466,832

 
$
3,611,811

 
$
3,355,674

 
 
(4.0
)
 
3.3

Savings deposits
2,015,679

 
2,017,489

 
2,029,631

 
 
(0.1
)
 
(0.7
)
NOW accounts
1,992,672

 
1,992,150

 
1,916,816

 
 
—

 
4.0

Money market accounts
1,814,057

 
1,938,195

 
1,890,703

 
 
(6.4
)
 
(4.1
)
Core deposits
9,289,240

 
9,559,645

 
9,192,824

 
 
(2.8
)
 
1.0

Time deposits
1,726,082

 
1,613,681

 
1,473,882

 
 
7.0

 
17.1

Brokered deposits
9,073

 
6,077

 
41,715

 
 
49.3

 
(78.3
)
Total time deposits
1,735,155

 
1,619,758

 
1,515,597

 
 
7.1

 
14.5

Total deposits
11,024,395

 
11,179,403

 
10,708,421

 
 
(1.4
)
 
3.0

Securities sold under agreements to
  repurchase
119,852

 
119,797

 
126,202

 
 
—

 
(5.0
)
Federal funds purchased
11,389

 
—

 
—

 
 
N/M

 
N/M

FHLB advances
727,056

 
434,837

 
607,889

 
 
67.2

 
19.6

Total borrowed funds
858,297

 
554,634

 
734,091

 
 
54.8

 
16.9

Senior and subordinated debt
195,243

 
195,102

 
194,677

 
 
0.1

 
0.3

Total funding sources
$
12,077,935

 
$
11,929,139

 
$
11,637,189

 
 
1.2

 
3.8

Average interest rate paid on
  borrowed funds
1.64
%
 
1.62
%
 
1.21
%
 
 
 
 
 
Weighted-average maturity of FHLB
  advances
0.9 months

 
1.0 months

 
1.3 months

 
 
 
 
 
Weighted-average interest rate of
  FHLB advances
1.74
%
 
1.26
%
 
0.74
%
 
 
 
 
 
N/M – Not meaningful.
Total average funding sources for the first quarter of 2018 increased by $148.8 million , or 1.2% , compared to the fourth quarter of 2017 and $440.7 million , or 3.8% , compared to the first quarter of 2017 . The increase compared to both prior periods resulted from an increase in FHLB advances as related interest rate swaps became effective and a rise in time deposits due to the continued success of promotions which started in 2017.

59



Table of Contents



Table 19
Borrowed Funds
(Dollar amounts in thousands)
 
As of March 31, 2018
 
 
As of March 31, 2017
 
Amount
 
Weighted-
Average
Rate (%)
 
 
Amount
 
Weighted-
Average
Rate (%)
At period-end:
 
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
120,688

 
0.07
 
 
$
132,923

 
0.06
FHLB advances
830,000

 
1.74
 
 
415,000

 
0.74
Total borrowed funds
$
950,688

 
1.53
 
 
$
547,923

 
0.58
Average for the year-to-date period:
 
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
119,852

 
0.06
 
 
$
126,202

 
0.05
Federal funds purchased
11,389

 
1.60
 
 
—

 
—
FHLB advances
727,056

 
1.90
 
 
607,889

 
1.45
Total borrowed funds
$
858,297

 
1.64
 
 
$
734,091

 
1.21
Maximum amount outstanding at the end of any day during the period:
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
128,553

 
 
 
 
$
140,764

 
 
Federal funds purchased
65,000

 
 
 
 
—

 
 
FHLB advances
930,000

 
 
 
 
940,000

 
 
Average borrowed funds totaled $858.3 million for the first quarter of 2018 , increasing by $124.2 million compared to the same period in 2017 . This increase was due primarily to higher levels of FHLB advances during the first quarter of 2017. The weighted-average rate on FHLB advances for both periods presented was impacted by the hedging of $510.0 million and $415.0 million in FHLB advances as of March 31, 2018 and 2017 , respectively, using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. The weighted-average interest rate paid on these interest rate swaps was 2.19% and 2.17% as of March 31, 2018 and 2017 , respectively. For a detailed discussion of interest rate swaps, see Note 9 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
Securities sold under agreements to repurchase generally mature within 1 to 90 days from the transaction date.
MANAGEMENT OF CAPITAL
Capital Measurements
A strong capital structure is required under applicable banking regulations and is crucial in maintaining investor confidence, accessing capital markets, and enabling us to take advantage of future growth opportunities. Our capital policy requires that the Company and the Bank maintain capital ratios in excess of the minimum regulatory guidelines. It serves as an internal discipline in analyzing business risks and internal growth opportunities and sets targeted levels of return on equity. Under regulatory capital adequacy guidelines, the Company and the Bank are subject to various capital requirements set and administered by the federal banking agencies. On January 1, 2015, the Company and the Bank became subject to the Basel III Capital rules, a new comprehensive capital framework for U.S. banking organizations published by the Federal Reserve. These rules are discussed in the "Supervision and Regulation" section in Item 1, "Business" in the Company's 2017 10-K. In addition, financial institutions, such as the Company and the Bank, with average total consolidated assets greater than $10 billion are required by the Dodd-Frank Act to conduct an annual company-run stress test of capital. The Company submitted its first required stress test report for the July 31, 2017 reporting date and the Bank will become subject to these stress test requirements starting with the July 31, 2018 reporting date.
The following table presents our consolidated measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve for the Bank to be categorized as "well-capitalized." We manage our capital levels for both the Company and the Bank to consistently maintain these measurements in excess of the Federal Reserve's minimum levels to be considered "well-capitalized," which is the highest capital category established. All regulatory mandated ratios for characterization as "well-capitalized" were exceeded as of March 31, 2018 and December 31, 2017 .

60






The tangible common equity ratios presented in the table below are capital adequacy metrics used and relied on by investors and industry analysts; however, they are non-GAAP financial measures. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Table 20
Capital Measurements
(Dollar amounts in thousands)
 
 
 
 
 
As of March 31, 2018
 
As of
 
Regulatory
Minimum
For
Well-
Capitalized
 
 
 
March 31, 
 2018
 
December 31, 2017
 
 
Excess Over
Required Minimums
Bank regulatory capital ratios
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
10.82
%
 
10.95
%
 
10.00
%
 
8
%
 
$
99,042

Tier 1 capital to risk-weighted assets
10.03
%
 
10.13
%
 
8.00
%
 
25
%
 
$
245,130

CET1 to risk-weighted assets
10.03
%
 
10.13
%
 
6.50
%
 
54
%
 
$
426,586

Tier 1 capital to average assets
9.03
%
 
9.10
%
 
5.00
%
 
81
%
 
$
540,972

Company regulatory capital ratios
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
12.07
%
 
12.15
%
 
N/A

 
N/A

 
N/A

Tier 1 capital to risk-weighted assets
10.07
%
 
10.10
%
 
N/A

 
N/A

 
N/A

CET1 to risk-weighted assets
9.65
%
 
9.68
%
 
N/A

 
N/A

 
N/A

Tier 1 capital to average assets
9.07
%
 
8.99
%
 
N/A

 
N/A

 
N/A

Company tangible common equity ratios (1)(2)
 
 
 
 
 
 
 
 
 
Tangible common equity to tangible assets
8.18
%
 
8.33
%
 
N/A

 
N/A

 
N/A

Tangible common equity, excluding
  accumulated other comprehensive loss, to
  tangible assets
8.60
%
 
8.58
%
 
N/A

 
N/A

 
N/A

Tangible common equity to risk-weighted
  assets
9.18
%
 
9.31
%
 
N/A

 
N/A

 
N/A

N/A - Not applicable.
(1)  
Ratios are not subject to formal Federal Reserve regulatory guidance.
(2)  
Tangible common equity ratios are non-GAAP financial measures. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled " Non-GAAP Financial Information and Reconciliations ."
Overall, the Company's regulatory capital ratios decreased compared to December 31, 2017, due primarily to the impact of loan growth on risk-weighted assets and the nearly 10 basis point impact of the phase-in of certain provisions related to regulatory capital ratio calculations, substantially offset by an increase in retained earnings.
The Board of Directors reviews the Company's capital plan each quarter, considering the current and expected operating environment as well as evaluating various capital alternatives.
Dividends
The Board of Directors approved a quarterly cash dividend of $0.11 per common share during the first quarter of 2018, which is a 10% increase from the fourth quarter of 2017 and will represent the 141 st consecutive cash dividend paid by the Company since its inception in 1983.

61






NON-GAAP FINANCIAL INFORMATION AND RECONCILIATIONS
The Company's accounting and reporting policies conform to GAAP and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company's operating performance. These non-GAAP financial measures include earnings per share ("EPS"), adjusted, the efficiency ratio, return on average assets, adjusted, tax-equivalent net interest income (including its individual components), tax-equivalent net interest margin, tax-equivalent net interest margin, excluding the impact of acquired loan accretion, tangible common equity to tangible assets, tangible common equity, excluding accumulated other comprehensive loss, to tangible assets, tangible common equity to risk-weighted assets, return on average common equity, adjusted, return on average tangible common equity, return on average tangible common equity, adjusted, and allowance for credit losses to loans, excluding acquired loans.
The Company presents EPS, the efficiency ratio, return on average assets, return on average common equity, and return on average tangible common equity, all adjusted for certain significant transactions. These transactions include acquisition and integration related expenses (first quarter of 2017). Management believes excluding these transactions from EPS, the efficiency ratio, return on average assets, return on average common equity, and return on average tangible common equity are useful in assessing the Company's underlying operational performance since these transactions do not pertain to its core business operations and their exclusion facilitates better comparability between periods. Management believes that excluding acquisition and integration related expenses from these metrics is useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these transactions from these metrics enhances comparability for peer comparison purposes.
The Company presents noninterest income, excluding the accounting reclassification and Durbin and noninterest expense, excluding the accounting reclassification and acquisition and integration related expenses. Management believes that excluding these items from noninterest income and noninterest expense is useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion facilitates better comparability between periods and for peer comparison purposes.
The tax-equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it enhances comparability for peer comparison purposes. In addition, management believes that the tax-equivalent net interest margin, excluding the impact of acquired loan accretion, enhances comparability for peer comparison purposes and is useful to the Company, as well as analysts and investors, since acquired loan accretion income may fluctuate based on the size of each acquisition, as well as from period to period.
In management's view, tangible common equity measures are capital adequacy metrics meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' equity.
The Company presents the allowance for credit losses to total loans, excluding acquired loans. Management believes excluding acquired loans is useful as it facilitates better comparability between periods as these loans are recorded at fair value, which incorporates credit risk, at the date of acquisition. No allowance for credit losses is recorded on the acquisition date. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. Additionally, management believes excluding these transactions from these metrics enhances comparability for peer comparison purposes. See Table 16 in the section of this Item 2 titled "Loan Portfolio and Credit Quality" for details on the calculation of this measure.
Although intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. See the following reconciliations for details on the calculation of these measures to the extent presented herein.

62






Non-GAAP Reconciliations
(Amounts in thousands, except per share data)
 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Earnings Per Share
 
 
 
 
Net income
 
$
33,510

 
$
22,855

Net income applicable to non-vested restricted shares
 
(311
)
 
(234
)
Net income applicable to common shares
 
33,199

 
22,621

Adjustments to net income:
 
 
 
 
Acquisition and integration related expenses
 
—

 
18,565

Tax effect of acquisition and integration related expenses
 
—

 
(7,426
)
Total adjustments to net income, net of tax
 
—

 
11,139

Net income applicable to common shares, adjusted (1)
 
$
33,199

 
$
33,760

Weighted-average common shares outstanding:
 
 
Weighted-average common shares outstanding (basic)
 
101,922

 
100,411

Dilutive effect of common stock equivalents
 
16

 
21

Weighted-average diluted common shares outstanding
 
101,938

 
100,432

Basic EPS
 
$
0.33

 
$
0.23

Diluted EPS
 
$
0.33

 
$
0.23

Diluted EPS, adjusted (1)
 
$
0.33

 
$
0.34

Return on Average Assets
 
 
Net income
 
$
33,510

 
$
22,855

Total adjustments to net income, net of tax
 
—

 
11,139

Net income, adjusted (1)
 
$
33,510

 
$
33,994

Average assets
 
$
14,187,053

 
$
13,673,125

Return on average assets (3)
 
0.96
%
 
0.68
%
Return on average assets, adjusted (1)(3)
 
0.96
%
 
1.01
%
Return on Average Common and Tangible Common Equity
 
 
Net income applicable to common shares
 
$
33,199

 
$
22,621

Intangibles amortization
 
1,802

 
1,965

Tax effect of intangibles amortization
 
(721
)
 
(786
)
Net income applicable to common shares, excluding intangibles amortization
 
34,280

 
23,800

Total adjustments to net income, net of tax
 
—

 
11,139

Net income applicable to common shares, excluding intangibles amortization,
adjusted (1)
 
$
34,280

 
$
34,939

Average stockholders' common equity
 
$
1,873,419

 
$
1,763,538

Less: average intangible assets
 
(753,870
)
 
(750,589
)
Average tangible common equity
 
$
1,119,549

 
$
(1,012,949
)
Return on average common equity (3)
 
7.19
%
 
5.20
%
Return on average common equity, adjusted (3)
 
7.19
%
 
7.76
%
Return on average tangible common equity (3)
 
12.50
%
 
9.53
%
Return on average tangible common equity, adjusted (1)(3)
 
12.50
%
 
13.99
%
 
 
 
 
 
Note: Non-GAAP Reconciliations footnotes are located at the end of this section.

63



 
 
Quarters Ended 
 March 31,
 
 
2018
 
2017
Efficiency Ratio Calculation
 
 
Noninterest expense
 
$
95,582

 
$
116,642

Less:
 
 
 
 
Net OREO expense
 
(1,068
)
 
(1,700
)
Acquisition and integration related expenses
 
—

 
(18,565
)
Total
 
$
94,514

 
$
96,377

Tax-equivalent net interest income (2)
 
$
119,538

 
$
117,251

Noninterest income
 
35,517

 
39,951

Less: net securities gains (losses)
 
—

 
—

Total
 
$
155,055

 
$
157,202

Efficiency ratio
 
60.96
%
 
61.31
%
Efficiency ratio (prior presentation) (4)
 
N/A

 
60.98
%
 
 
 
 
 
 
 
As of
 
 
March 31, 2018
 
December 31, 2017
Tangible Common Equity
 
 
 
 
Stockholders' equity
 
$
1,869,287

 
$
1,864,874

Less: goodwill and other intangible assets
 
(754,814
)
 
(754,757
)
Tangible common equity
 
1,114,473

 
1,110,117

Less: accumulated other comprehensive income ("AOCI")
 
57,531

 
33,036

Tangible common equity, excluding AOCI
 
$
1,172,004

 
$
1,143,153

Total assets
 
$
14,379,971

 
$
14,077,052

Less: goodwill and other intangible assets
 
(754,814
)
 
(754,757
)
Tangible assets
 
$
13,625,157

 
$
13,322,295

Risk-weighted assets
 
$
12,135,662

 
$
11,920,372

Tangible common equity to tangible assets
 
8.18
%
 
8.33
%
Tangible common equity, excluding AOCI, to tangible assets
 
8.60
%
 
8.58
%
Tangible common equity to risk-weighted assets
 
9.18
%
 
9.31
%
(1)  
Adjustments to net income include acquisition and integration related expenses associated with completed and pending acquisitions.
(2)  
Presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal income tax rate of 21% and prior periods are computed using the federal income tax rate applicable at that time, or 35%.
(3)  
Annualized based on the actual number of days for each period presented.
(4)  
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.


64



Efficiency Ratio Calculation
(Dollar amounts in thousands)
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Efficiency Ratio
Noninterest expense
 
$
415,909

 
$
339,500

 
$
307,216

 
$
283,826

 
$
256,737

Less:
 
 
 
 
 
 
 
 
 
 
Net OREO expense
 
(4,683
)
 
(3,024
)
 
(5,281
)
 
(7,075
)
 
(8,547
)
Special bonus
 
(1,915
)
 
—

 
—

 
—

 
—

Charitable contribution
 
(1,600
)
 
—

 
—

 
—

 
—

Acquisition and integration related expenses
 
(20,123
)
 
(14,352
)
 
(1,389
)
 
(13,872
)
 
—

Lease cancellation fee
 
—

 
(950
)
 
—

 
—

 
—

Property valuation adjustments
 
—

 
—

 
(8,581
)
 
—

 
—

Total
 
$
387,588

 
$
321,174

 
$
291,965

 
$
262,879

 
$
248,190

Tax-equivalent net interest income (1)
 
$
479,965

 
$
358,334

 
$
322,277

 
$
288,589

 
$
272,429

Noninterest income
 
163,149

 
159,312

 
136,581

 
126,618

 
140,883

Less:
 
 
 
 
 
 
 
 
 
 
Net securities gains (losses)
 
1,876

 
(1,420
)
 
(2,373
)
 
(8,097
)
 
(34,164
)
Net gain on sale-leaseback transaction
 
—

 
(5,509
)
 
—

 
—

 
—

Gains on sales of properties
 
—

 
—

 
—

 
(3,954
)
 
 
Loss on early extinguishment of debt
 
—

 
—

 
—

 
2,059

 
—

Gain on termination of FHLB forward
  commitments
 
—

 
—

 
—

 
—

 
(7,829
)
Total
 
$
644,990

 
$
510,717

 
$
456,485

 
$
405,215

 
$
371,319

Efficiency ratio
 
60.09
%
 
62.89
%
 
63.96
%
 
64.87
%
 
66.84
%
Efficiency ratio (prior presentation) (2)
 
59.73
%
 
62.59
%
 
63.57
%
 
64.57
%
 
64.19
%
(1)  
Presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal income tax rate of 21% and prior periods are computed using the federal income tax rate applicable at that time, or 35%.
(2)  
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.

65



ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Interest rate risk is our primary market risk and is the result of repricing, basis, and option risk. A description and analysis of our interest rate risk management policies is included in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in our 2017 10-K.
We seek to achieve consistent growth in net interest income and net income while managing volatility that arises from shifts in interest rates. The Bank's Asset Liability Committee ("ALCO") oversees financial risk management by developing programs to measure and manage interest rate risks within authorized limits set by the Bank's Board of Directors. ALCO also approves the Bank's asset and liability management policies, oversees the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviews the Bank's interest rate sensitivity position. Management uses net interest income simulation modeling to analyze and capture exposure of earnings to changes in interest rates.
Net Interest Income Sensitivity
The analysis of net interest income sensitivity assesses the magnitude of changes in net interest income over a twelve-month measurement period resulting from immediate changes in interest rates using multiple rate scenarios. These scenarios include, but are not limited to, a flat or unchanged rate environment, immediate increases of 100, 200, and 300 basis points, and an immediate decrease of 100 basis points. Due to the low interest rate environment as of March 31, 2018 and December 31, 2017 , management determined that an immediate decrease in interest rates greater than 100 basis points was not meaningful for this analysis.
This simulation analysis is based on expected future cash flows and repricing characteristics for balance sheet and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities. In addition, this sensitivity analysis examines assets and liabilities at the beginning of the measurement period and does not assume any changes from growth or business plans over the next twelve months. Interest-earning assets and interest-bearing liabilities are assumed to re-price based on contractual terms over the twelve-month measurement period assuming an instantaneous parallel shift in interest rates in effect at the beginning of the measurement period. The simulation analysis also incorporates assumptions based on the historical behavior of deposit rates in relation to interest rates. Because these assumptions are inherently uncertain, the simulation analysis cannot definitively measure net interest income or predict the impact of the fluctuation in interest rates on net interest income, but does provide an indication of the Company's sensitivity to changes in interest rates. Actual results may differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.
Our balance sheet is asset sensitive based on repricing and maturity characteristics and simulation analysis assumptions. The Company's current simulation analysis indicates we would benefit from rising interest rates. Interest-earning assets consist of short and long-term products. Excluding non-accrual loans, and including the impact of hedging certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts, 49% of the loan portfolio consisted of fixed rate loans and 51% were floating rate loans as of March 31, 2018 , consistent with December 31, 2017 .
As of March 31, 2018 , investments, consisting of securities and interest-bearing deposits in other banks, are more heavily weighted toward fixed rate securities at 96% of the total compared to 4% for floating rate interest-bearing deposits in other banks. This compares to investments comprising 93% of fixed rate securities and 7% of floating rate interest-bearing deposits in other banks as of December 31, 2017 . Fixed rate loans are most sensitive to the 3-5 year portion of the yield curve and the Bank limits its loans with maturities that extend beyond 5 years. The majority of floating rate loans are indexed to the short-term LIBOR or Prime rates. The amount of floating rate loans with active interest rate floors was $19.5 million , less than 1% of the floating rate loan portfolio, as of March 31, 2018 , compared to $60.0 million, or 1% of the floating rate loan portfolio, as of December 31, 2017 . On the liability side of the balance sheet, 84% of deposits as of both March 31, 2018 and December 31, 2017 are demand deposits or interest-bearing core deposits, which either do not pay interest or the interest rates are expected to rise at a slower pace than short-term interest rates.

66



Table of Contents



Analysis of Net Interest Income Sensitivity
(Dollar amounts in thousands)
 
 
Immediate Change in Rates
 
 
+300
 
+200
 
+100
 
-100
As of March 31, 2018
 
 
 
 
 
 
 
 
Dollar change
 
$
71,025

 
$
43,560

 
$
27,235

 
$
(47,234
)
Percent change
 
14.1
%
 
8.7
%
 
5.4
%
 
(9.4
)%
As of December 31, 2017
 
 
 
 
 
 
 
 
Dollar change
 
$
70,999

 
$
44,733

 
$
33,099

 
$
(44,579
)
Percent change
 
14.8
%
 
9.3
%
 
6.9
%
 
(9.3
)%
The sensitivity of estimated net interest income to an instantaneous parallel shift in interest rates is reflected as both dollar and percentage changes. This table illustrates that an instantaneous 200 basis point rise in interest rates as of March 31, 2018 would increase net interest income by $43.6 million , or 8.7% , over the next twelve months compared to no change in interest rates. This same measure was $44.7 million , or 9.3% , as of December 31, 2017 .
Overall, positive interest rate risk volatility as of March 31, 2018 decreased modestly compared to December 31, 2017 . This decrease was driven primarily by higher interest rates and continued growth in floating rate loans funded with time deposits and FHLB advances.
ITEM 4. CONTROLS AND PROCEDURES
At the end of the period covered by this report, (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chairman of the Board, President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the Chairman of the Board, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of the Evaluation Date, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at March 31, 2018 . While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any liabilities arising from pending legal matters will have a material adverse effect on the Company's financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
The Company provided a discussion of certain risks and uncertainties faced by the Company in the section entitled "Risk Factors" in its 2017 Form 10-K. These risks and uncertainties are not exhaustive. Additional risks and uncertainties are discussed in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report, our 2017 Form 10-K, and our other filings made with the SEC, as well as in other sections of such reports.

67



Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the Company's monthly Common Stock purchases during the first quarter of 2018 . The Board approved a stock repurchase program on November 27, 2007. Up to 2.5 million shares of the Company's Common Stock may be repurchased, and the total remaining authorization under the program was 2,487,947 shares as of March 31, 2018 . The repurchase program has no set expiration or termination date.

Issuer Purchases of Equity Securities
 
 
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, 2017
 
185

 
$
24.22

 
—

 
2,487,947

February 1 - February 28, 2017
 
122,074

 
25.07

 
—

 
2,487,947

March 1 - March 31, 2017
 
8,231

 
24.54

 
—

 
2,487,947

Total
 
130,490

 
$
25.04

 
—

 
 

(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 stock or by option holders upon exercise to cover the exercise price of the stock options.

68



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ITEM 6. EXHIBITS
Exhibit
Number
 
Description of Documents
 
 
 
10.1 (1)
 
Form of Performance Shares 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 (1)
 
Employment Agreement, dated as of August 29, 2016, between the Company and its Director of Commercial Banking.
 
Statement re: Computation of Per Share Earnings – The computation of basic and diluted earnings per common share is included in Note 8 of the Company's Notes to the Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.
 
Acknowledgement of Independent Registered Public Accounting Firm.
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (2)
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (2)
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Review Report of Independent Registered Public Accounting Firm.
101
 
Interactive Data File.
(1)  
Management contract or compensatory plan or arrangement.
(2)  
Furnished, not filed.

69



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
                      First Midwest Bancorp, Inc.
 
 
                         /s/ PATRICK S. BARRETT
                               Patrick S. Barrett
    Executive Vice President and Chief Financial Officer*
Date:  May 7, 2018
* Duly authorized to sign on behalf of the registrant.

70


Exhibit 10.1


A3282014FMBILOGOA17.JPG

[Date]


[Name]
[Address]

RE:      Award Agreement dated [Date] ; Performance Shares Award [Number] ; Grant of Performance Shares

Dear [Name]:
On behalf of First Midwest Bancorp, Inc. (the “ Company ”), I am pleased to advise you that on [Date] (the “ Date of Grant ”), in recognition of your position as a key employee of the Company and your being or becoming a party to an employment agreement and/or a Confidentiality and Restrictive Covenants Agreement (“ CRCA ”) with the Company, the Compensation Committee (the “ Compensation Committee ”) and the Board of Directors of the Company approved an award of performance shares (the “ Award ” or the “ Performance Shares ”) pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, as amended (the “ Omnibus Plan ”). The Award provides you with the opportunity to earn [Number] shares of the Company’s common stock, $0.01 par value per share (“ Common Stock ”).
The Award is subject to the terms and conditions of the Omnibus Plan, including any amendments thereto, which are incorporated herein by reference, and to the following provisions:
(1) Award . The Company hereby grants to you an Award of [Number] Performance Shares (the “ Target Number of Performance Shares ”), subject to the terms and conditions set forth herein and in Exhibits A and B hereto (this letter agreement and such Exhibits are referred to herein as the “ Award Agreement ”), with 50% of the Target Number of Performance Shares being subject to the relative total shareholder return performance goal set forth in Exhibit A hereto (“ RTSR ”) and 50% of the Target Number of Performance Shares being subject to the average annual core return on average tangible common equity performance goal set forth in Exhibit B hereto (“ CRATCE ”). Prior to vesting, no amount attributable to the Award may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. You may earn Performance Shares only if one or both of the performance goals are achieved at a “Threshold” level of performance or greater.
Within a reasonable time after the date of this Award, the Company shall establish in its internal records a book entry account representing the Target Number of Performance Shares effective as of the Date of Grant, provided that the Company shall retain control of such account until the Performance Shares have become earned and vested in accordance with this Award Agreement.



This Letter Agreement constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.



(2) Earning Performance Shares; Vesting . Except as otherwise provided in paragraph (3) below relating to termination of employment in certain circumstances and paragraph (4) below relating to the effect of a Change in Control:
(a) Earned Performance Shares; Maximum Number of Performance Shares . The actual number of Performance Shares, if any, which are earned under this Award (the “ Earned Performance Shares ”) shall be determined by the Compensation Committee in accordance with this Award Agreement, including Exhibits A and B hereto. For purposes of this Award, the “ Maximum Number of Performance Shares” shall be equal to two times the Target Number of Performance Shares set forth in Paragraph (1) above. In no event, however, will the number of Earned Performance Shares as determined by the Compensation Committee exceed the Maximum Number of Performance Shares.
(b) Performance Period . Subject to the provisions of paragraph (4) below, the performance period applicable to the Award shall be the three-year period commencing [Start Date] and ending [End Date] (the “Performance Period ”).
(c) Certification of Achievement of Performance Goals . Following the end of the Performance Period, the Compensation Committee will certify whether either or both of the performance goals described in Exhibits A and B have been achieved and, if so, the number of Earned Performance Shares. The Compensation Committee’s certification and determination of achievement of such performance goals and the number of Earned Performance Shares shall be made in accordance with this Award Agreement, including Exhibits A and B hereto.
(d) Vesting and Payment of Earned Performance Shares. Except to the extent provided in paragraphs (3) and (4) below, Earned Performance Shares will vest and be paid to you in shares of Common Stock (which shall be freely transferable) in accordance with this Award Agreement on the 15th day of March [Year] (the “ [Year] Vesting Date ”), if you are continuously employed by the Company or any of its subsidiaries through the 2021 Vesting Date. Each Earned Performance Share will represent the right to receive one share of Common Stock on the vesting date (less any shares withheld in satisfaction of tax withholding obligations under paragraph (8), if any). Within a reasonable amount of time after the date that the Earned Performance Shares vest under this Award Agreement, the Company shall instruct its stock transfer agent to establish a book entry account for your benefit representing the shares of Common Stock issuable upon vesting of the Earned Performance Shares. Such shares of Common Stock shall be immediately transferable by you.
(e) Certain Events . Except to the extent provided in paragraph (3) below, in the event your employment terminates at any time for any reason, any unearned, or any earned but unvested, Performance Shares shall be immediately forfeited, all of your rights with respect thereto shall terminate, and no vesting shall occur after such date.
(3) Termination of Employment.
(a) During the Performance Period . If your employment with the Company or any of its subsidiaries terminates on or prior to the last day of the Performance Period due to a Qualifying Termination, then a portion of your Target Number of Performance Shares shall remain outstanding and may become earned at the end of the Performance Period, and the remainder of your Target Number of Performance Shares shall be forfeited and will not become earned or vested after such termination of your employment. In such case, the portion of your Target Number of Performance Shares which will remain outstanding and eligible to become earned and vested will be equal to the product of (i) the Target Number of Performance Shares set forth in paragraph 1 above, multiplied by (ii) a fraction, the numerator of which is the number of whole months which have elapsed from [Start Date] to the date of termination of employment and the denominator of which is 36. Such product shall become your Target Number of Performance Shares for purposes of determining the RTSR-Based Performance Shares and CRATCE-Based Performance Shares under Exhibits A and B, respectively, and the determination of the number of your


Earned Performance Shares, if any, following the end the of the Performance Period. Your Earned Performance Shares, if any, will vest and become payable in shares of Common Stock (which shall be freely transferable) on the [Year] Vesting Date.
If your employment with the Company or any of its subsidiaries terminates for any other reason on or prior to the last day of the Performance Period, all unearned Performance Shares shall be immediately forfeited and all of your rights hereunder shall terminate.
(b) After the Performance Period But Prior to the Vesting Date . Except as provided in the following paragraph 3(c), if your employment with the Company or any of its subsidiaries terminates after the completion of the Performance Period but prior to the [Year] Vesting Date due to a Qualifying Termination, without Cause or for Good Reason, then any unvested Earned Performance Shares shall vest in full on the [Year] Vesting Date.
(c)      Upon or After Change in Control . If a Change in Control occurs prior to [End Date] and your employment with the Company or any of its subsidiaries terminates due to a Qualifying Termination, without Cause or for Good Reason upon such Change in Control or within the 24 months after a Change in Control, but prior to the date all of the Earned Performance Shares have become vested, then any unvested Earned Performance Shares (or a Substitute Award, as the case may be) shall vest in full on the date of termination and become immediately payable in shares of Common Stock (which shall be freely transferable). If your employment with the Company or any of its subsidiaries terminates for any other reason (including for Cause or without Good Reason) upon or within the 24 months after such Change in Control but prior to the time that all of the Earned Performance Shares (or a Substitute Award, as the case may be) have become vested, then the unvested Earned Performance Shares (or a Substitute Award, as the case may be) shall be immediately forfeited and all of your rights hereunder shall terminate.
(d)      Definitions and Determination of Qualifying Termination, Cause, Good Reason and Disability ..
For purposes of this Award Agreement, a “ Qualifying Termination ” means a termination of your employment due to your death, a Disability or your Retirement at or after your Normal Retirement Date, termination of your employment “ without Cause ” means termination of your employment by the Company or any Subsidiary without Cause, and termination of your employment “ for Good Reason ” means your resignation from employment for Good Reason.
If you are a party to an employment agreement with the Company or any subsidiary or affiliate of the Company (such agreement the “ Employment Agreement ”), “Cause” and “Good Reason” shall have the meanings ascribed to such terms in your Employment Agreement. If you do not have an employment agreement with the Company or any subsidiary or affiliate of the Company:
(i) “ Cause ” shall have the meaning ascribed to it in the Omnibus Plan.
(ii) “ 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 total 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.
For purposes of this Award Agreement, the determination of whether a termination of your employment is for a “Disability”, for “Cause” or for “Good Reason” shall be determined in accordance with the Omnibus Plan and this Award Agreement, unless you are party to an Employment Agreement, in which case such determination under your Employment Agreement will control.
(4) Effect of a Change in Control .
(a) In the event of a Change in Control after the completion of the Performance Period on [End Date], but prior to the [Year] Vesting Date, the Earned Performance Shares will continue to vest as provided in paragraph 2(d) and paragraph 3(b) above.
(b) In the event and concurrently with the effectiveness of a Change in Control during the Performance Period, the Performance Period shall end and the number of Earned Performance Shares shall be determined and certified by the Compensation Committee for both performance goals either (i) in accordance with Exhibits A and B or (ii) at the target award level for each performance goal specified in Exhibits A and B, whichever is greater. The Earned Performance Shares shall vest and become payable as provided in paragraph 4(c) below.
(c) A Change in Control shall not, by itself, result in acceleration of vesting of the Earned Performance Shares, except as provided in this paragraph (4)(c).
(i) Upon a Change in Control, the Earned Performance Shares (as determined in accordance with paragraph (4)(b) above) will vest in full upon the date of the Change in Control and become payable in shares of Common Stock (which shall be freely transferable) on the first regular payroll day following the Change in Control unless another award meeting the requirements of this paragraph (4)(c) (a “ Substitute Award ”) is provided to you to replace this Award (the “ Original Award ”) if you are continuously employed by the Company or any of its subsidiaries through such dates, subject to earlier vesting in accordance with paragraph (4)(c) below or in the event of your termination as provided in paragraph (3)(c) above and become Common Stock (which shall be freely transferable) Such Substitute Award, if applicable, shall continue to vest and become payable as provided in paragraph 2(d), subject to earlier vesting in accordance with paragraph 3(c) above.
(ii) An award shall meet the requirements of this paragraph (4)(c), and thereby qualify as a Substitute Award, if the following conditions are met:
(1) The award has a value at least equal to the value of the Original Award;
(2) 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
(3) 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 vesting provisions of paragraph (3)(c) above (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).
Without limiting the generality of the foregoing, a Substitute Award may take the form of a continuation of the Original Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this paragraph 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(5) Non-Transferability . This Award is personal to you and, until vested and transferable hereunder, may not be sold, transferred, pledged, assigned or otherwise alienated, otherwise than by will or by the laws of descent and distribution.
(6) Securities Law Restrictions . You understand and acknowledge that applicable securities laws govern and may restrict your right to offer, sell or otherwise dispose of any Common Stock received under the Award.
Executive Officers of the Company subject to the two (2) day reporting rules of Section 16(a) and short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934 should consult with the Company’s Corporate Secretary prior to selling any such shares.
(7) Stockholder Rights . Because this is an Award of Performance Shares and not actual shares of Common Stock, you will not have any rights of a stockholder with respect to the Performance Shares. Upon the vesting of the Earned Performance Shares in accordance with this Award Agreement, the Earned Performance Shares will be paid to you in shares of Common Stock (which shall be freely transferable). All cash dividends and cash distributions paid or made available with respect to the Common Stock during the period that the Performance Shares are unearned or unvested will also be paid or made available as if each Earned Performance Share was a share of Common Stock, but such dividends and distributions shall be held by the Company and paid to you on the applicable vesting date for the Performance Shares. In addition, the number of Performance Shares and other provisions of this Award are subject to adjustment pursuant to Section 5.4 of the Omnibus Plan in the event of a stock dividend, stock split or other corporate change described therein.
The Performance Shares are not subject to or eligible for inclusion in the First Midwest Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan.
(8) Withholding . You shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Earned Performance Shares, which will generally occur as the Earned Performance Shares vest. Payment of withholding obligations upon vesting of the Shares will be accomplished through withholding by the Company of Earned Performance Shares then vesting under this Award with a value equal to such minimum statutory withholding amount, or such greater amount as the Compensation Committee may authorize, provided the withholding of such greater amount does not result in adverse accounting consequences for the Company. Shares withheld as payment of required withholding shall be valued at Fair Market Value on the date such withholding obligation arises.
(9) Tax Consequences . Information regarding federal tax consequences of the Award can be found in the Omnibus Plan’s “Summary Description”. You are strongly encouraged to contact your tax advisor regarding such tax consequences as they relate to you.
(10) Employment; Future Awards; Successors . Nothing herein confers any right or obligation on you to continue in the employment of the Company or any subsidiary or shall affect in any way your right or the right of the Company or any subsidiary, as the case may be, to terminate your employment at any time, subject to the


terms of any employment agreement to which the Company and you may be parties. Nothing herein shall create any right for you to receive, or obligation on the part of the Company to grant to you, any future Awards under the Omnibus Plan. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company.
(11) Conformity with Omnibus Plan . The Award is intended to conform in all respects with the Omnibus Plan. Except as expressly set forth in this Award Agreement, inconsistencies between this Award Agreement and the Omnibus Plan shall be resolved in accordance with the terms of the Omnibus Plan. 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 or in Exhibit A or B, as applicable.
This Award Agreement shall be binding upon your heirs, executors, administrators and successors. 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.
(12) Confidentiality and Restrictive Covenants . You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Performance Shares shall become Earned Performance Shares, 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 and responsibilities 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) To the extent applicable law requires a finite duration, the foregoing restrictions on the disclosure or use of Confidential Information shall apply for a period of five (5) years following termination of your employment with any member of the Affiliated Group for any reason, unless such information qualifies as a trade secret under applicable state or federal law or Third-Party Confidential Information, in which case the


foregoing restrictions shall continue for so long as the trade secrets remain secret and any member of the Affiliated Group remains obligated to protect the Third-Party Confidential Information. “ Third-Party Confidential Information ” means confidential and proprietary or private information received by any member of the Affiliated Group from customers or other third-party individuals or business entities in trust and confidence or pursuant to a duty of confidentiality. If you are requested or become legally compelled to make any disclosure that is otherwise prohibited by this paragraph (12), you agree to promptly notify the Company not less than fourteen (14) days prior to such disclosure so that the Company or another member of the Affiliated Group may seek a protective order or other appropriate relief if the Company or such member of the Affiliated Group deems such protection or remedy necessary. Subject to the foregoing, you may furnish only that portion of the Confidential Information that you are legally compelled or required by law to disclose. However, nothing in this paragraph (12), any other agreement between you and any member of the Affiliated Group or in any Affiliated Group policy applicable to you shall preclude you from providing a federal or state governmental, regulatory or administrative agency truthful information concerning a suspected violation of the law without disclosure (in advance or otherwise) to any member of the Affiliated Group. Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016; 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 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 financial institution, bank, 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, financial institution, bank or other 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, organization or government 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



(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, (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, financial institution, bank or other 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 job, position, 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
(f) 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
(g) 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
(h) 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 in any CRCA. 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
(i) 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
(j) 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 Performance Shares and all other unearned, unvested or unexercised awards under the Omnibus Plan and the STIC Plan; and


(k) 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
(l) 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 . You also acknowledge and agree anything in this Award Agreement or the Award to the contrary notwithstanding, it is intended that, to the extent required, this Award and your receipt of Performance Shares or any other amounts hereunder comply with the requirements of any legislative or regulatory limitations or requirements which are or may become applicable to the Company and this Award or payments made hereunder, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any rules or regulations issued thereunder (collectively, the “ Regulatory Requirements ”), which limitations or requirements may include, but are not limited to, provisions limiting, delaying or deferring the issuance of the Performance Shares or payments hereunder, requiring that the Company may recover (claw-back) incentive compensation in certain circumstances, and precluding incentive arrangements such as this Award that encourage unnecessary or excessive risks that threaten the value of the Company, in each case within the meaning of the Regulatory Requirements, and only to the extent applicable to the Company and this Award. The application of this paragraph is intended to, and shall be interpreted, administered and construed to, cause this Award to comply with the Regulatory Requirements and, to the maximum extent consistent with this paragraph and the Regulatory Requirements, to permit the operation of this Award in accordance with the terms and conditions hereof before giving effect to the provisions of this paragraph or the 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 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 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.
To confirm your understanding and acceptance of the Award granted to you and your agreement to be bound by the provisions of this Award Agreement and the Omnibus Plan, please click “Accept” at the bottom of the screen on which you are reviewing this Award Agreement. You should also execute and return the “Beneficiary Designation Form” that was sent to you in the email regarding this Award. A copy of this Award Agreement should be retained for your permanent records.


If you have any questions, please do not hesitate to contact the office of the Corporate Secretary of the Company at [Telephone Number].
Very truly yours,



Name:
Title:
First Midwest Bancorp, Inc.



Exhibit A to Performance Shares Award Agreement
(Relative TSR-Based Performance Measure)
References herein to “Award Agreement” shall mean the Performance Shares Award Award Agreement to which this Exhibit is attached and references to “Grantee” shall mean you.
(1) Relative TSR-Based Performance Goals .
(a) Target and Maximum Number of Performance Shares . The number of Performance Shares equal to 50% of the Target Number of Performance Shares set forth in Paragraph (1) of the Award Agreement (or, the applicable portion thereof as determined under Paragraph 3(a) of the Award Agreement in the event of termination of employment for reasons described in such Paragraph 3(a)) shall be subject to the provisions of this Exhibit A. Such number of Performance Shares are referred to in the Award Agreement and this Exhibit A as the “ RTSR-Based Performance Shares ”. The maximum number of Performance Shares which may be determined to be Earned Performance Shares under the provisions of this Exhibit A shall be two times the number of RTSR-Based Performance Shares.
(b) Performance Goal . The performance goal applicable to the RTSR-Based Performance Shares is relative Total Shareholder Return, or “ RTSR ”, for the Performance Period.
(c) Certification of Achievement Relative to Performance Goal . Following the end of the Performance Period, the Compensation Committee will certify the level of the RTSR performance goal achieved by the Company. Performance at or above the threshold level set forth below will result in RTSR-Based Performance Shares becoming earned (“ Earned Performance Shares ”). The certification of the level of the RTSR performance goal achieved and the number of Earned Performance Shares shall occur no later than sixty days after the end of the Performance Period. Such certification and determination shall be made as described in Section 3 below. Earned Performance Shares will vest as set forth in the Award Agreement. Performance Shares will be forfeited and cancelled in full if the Company’s performance during the Performance Period does not meet or exceed the threshold percentile rank of the RTSR performance goal. To the extent the Earned Performance Shares are less than the number of RTSR-Based Performance Shares, such excess RTSR-Based Performance Shares shall be forfeited and cancelled.
(2) Definitions . For purposes of this Exhibit A, the following terms will have the meanings set forth below:
(a) “ Comparison Group ” means the companies listed on Appendix 1 to this Exhibit A, as may be adjusted as described below.
(b) “ Performance Period ” means the three-year period commencing [Start Date] and ending [End Date].
(c) “ Total Shareholder Return ” or “ TSR ” means total shareholder return as applied to the Company or any company in the Comparison Group, meaning common stock price appreciation from the beginning to the end of the Performance Period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the


Company or any company in the Comparison Group) during the Performance Period, expressed as a percentage return. If a company: (i) files for bankruptcy, reorganization or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations other than by virtue of a merger, consolidation, share exchange or similar transaction, then the TSR for that company will be negative one hundred percent (-100%).
(d) Other Capitalized Terms . All capitalized terms used but not otherwise defined in this Exhibit A shall have the same definitions stated in the Award Agreement or the Omnibus Plan, as applicable.
(3) Calculation . For purposes of this Exhibit A, the number of RTSR-Based Performance Shares which shall become Earned Performance Shares will be calculated as follows:
FIRST: For the Company and for each other company in the Comparison Group, determine the TSR for the Performance Period.
SECOND: Rank the TSR values determined in the first step from low to high (with the company having the lowest TSR being ranked number 1, the company with the second lowest TSR ranked number 2, and so on) and determine the Company’s percentile rank based upon its position in the list by dividing the Company’s position by the total number of companies (including the Company) in the Comparison Group and rounding the quotient to the nearest hundredth. For example, if the Company were ranked [__] on the list out of [__] companies (including the Company), its percentile rank would be [__]%.
THIRD: Plot the percentile rank for the Company determined in the second step into the appropriate band in the left-hand column of the table below and determine the number of RTSR-Based Performance Shares earned as a percent of the number of RTSR-Based Performance Shares, which is the figure in the right-hand column of the table below corresponding to that percentile rank. Use linear interpolation between points in the table below to determine the percentile rank and the corresponding share funding if the Company’s percentile rank is greater than [__]% and less than [__]% but not exactly one of the percentile ranks listed in the left-hand column. For example, if the Company’s percentile rank is [__]%, then the number of Earned Performance Shares would be equal to [__]% of the RTSR-Based Performance Shares.
PERCENTILE RANK
% RTSR-BASED PERFORMANCE SHARES EARNED
 
 
 
(Threshold)
 
 
 
 
 
(Target)
 
 
 
 
 
 
 
(Maximum)
(4) Rules . The following rules apply to the computation of the number of RTSR-Based Performance Shares earned:

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(a) No Guaranteed Payout . The minimum number of RTSR-Based Performance Shares which may be earned is zero and the maximum number of RTSR-Based Performance Shares which may be earned is two times the number of RTSR-Based Performance Shares.
(b) Averaging Period . For purposes of computing Total Shareholder Return for the Company and each other company in the Comparison Group, the common stock price at the beginning and end of the Performance Period will, subject to Section 5 below, be determined as the 20-day average of the closing price of the common stock on each of the 20 consecutive trading days ending on and including the first day or last day of the Performance Period, as the case may be.
(c) Effect of Specified Corporate Change on Comparison Group . Companies shall be removed from the Comparison Group if they undergo a Specified Corporate Change. A company that is removed from the Comparison Group before the end of a Performance Period will not be included at all in the calculation of Total Shareholder Return and the computation of the number of Performance Shares earned for that Performance Period. A company in the Comparison Group will be deemed to have undergone a “Specified Corporate Change” if it:
(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.
The Company shall rely on press releases, public filings, website postings and other reasonably reliable information available regarding a Comparison Company in making a determination that a Specified Corporate Change has occurred.
(5) Effect of Certain Events . The following provisions will apply in the event of the termination of employment of the Grantee or the occurrence of a Change in Control:
(a) Termination of Employment Prior to a Change in Control . The effect of termination of employment prior to a Change in Control shall be governed by paragraph (3) of the attached Award Agreement.
(b) Effect of Change in Control . In the event of a Change in Control, the number of RTSR-Based Performance Shares that shall be earned, vested and payable in Common Stock shall be calculated and determined by the Compensation Committee in accordance with paragraph (4) of the Award Agreement and this Section as follows:
FIRST: If the Performance Period has not been completed, there shall be determined the number of RTSR-Based Performance Shares that would be earned if the Performance Period was

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the period which began on [Start Date] and ended on the date which is five trading days prior to the effective date of the Change in Control. The Company TSR for purposes of this calculation shall be determined using the per share value of the common stock as of the effective date of the Change in Control instead of a 20-trading day average ending on the last day of the Performance Period. The Compensation Committee shall determine the number of Earned Performance Shares in accordance with Sections 1(c) and 3 above.
Notwithstanding the foregoing, if the number of earned RTSR-Based Performance Shares determined using the calculation in the preceding paragraph is less than 50% of the Target Number of Performance Shares, then the number of Earned Performance Shares based on the RTSR performance goal shall be equal to 50% of the Target Number of Performance Shares.
SECOND: If the Performance Period has been completed, then the Earned Performance Shares shall be equal to the number determined in accordance with Sections 1(c) and 3 above.
The Earned Performance Shares shall vest in accordance with paragraphs (3) and (4) of the Award Agreement.


* * *

A-4

Appendix 1 to
Exhibit A to
Performance Shares Award Award Agreement
Comparison Group
[__]

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Exhibit B to Performance Shares Award Agreement
(CRATCE-Based Performance Measure)
References herein to “Award Agreement” shall mean the Performance Shares Award Agreement to which this Exhibit is attached and references to “Grantee” shall mean you.
(6) CRATCE-Based Performance Goal .
(a) Target and Maximum Number of Performance Shares . The number of Performance Shares equal to 50% of the Target Number of Performance Shares set forth in Paragraph (1) of the Award Agreement (or, the applicable portion thereof as determined under Paragraph 3(a) of the Award Agreement in the event of termination of employment for reasons described in such Paragraph 3(a)) shall be subject to the provisions of this Exhibit B. Such number of Performance Shares are referred to in the Award Agreement and this Exhibit B as the “ CRATCE-Based Performance Shares ”. The maximum number of Performance Shares which may be determined to be Earned Performance Shares under the provisions of this Exhibit B shall be two times the number of CRATCE-Based Performance Shares.
(b) Performance Goal . The performance goal applicable to the CRATCE-Based Performance Shares is the average level of Calendar Year CRATCE achievement against Calendar Year CRATCE Targets established by the Compensation Committee with respect to each Calendar Year during the Performance Period.
(c) Certification of Achievement Relative to Performance Criteria . Following the end of the Performance Period, the Compensation Committee will certify the level of the CRATCE performance goal achieved by the Company. Performance at or above the threshold level set forth as described below will result in CRATCE-Based Performance Shares becoming earned (“ Earned Performance Shares ”). The certification of the level of the CRATCE performance goal achieved and the number of Earned Performance Shares shall occur no later than sixty days after the end of the Performance Period. Such certification and determination shall be made as described in Section 3 below. Earned Performance Shares will vest as set forth in the Award Agreement. The CRATCE-Based Performance Shares will be forfeited and cancelled in full if the Company’s performance during the Performance Period does not meet or exceed the threshold. To the extent the Earned Performance Shares are less than the number of CRATCE-Based Performance Shares, such unearned CRATCE-Based Performance Shares shall be forfeited and cancelled.
(7) Definitions . For purposes of this Exhibit B, the following terms will have the meanings set forth below:
(a) “ Performance Period ” means the three-year period commencing [Start Date] and ending [End Date].
(b) “ Calendar Year ” means each of the calendar years [Year 1], [Year 2] and [Year 3] (or a portion thereof as may be applicable under this Exhibit B).
(c) “ Calendar Year CRATCE ” means the CRATCE for the applicable Calendar Year.


(d) “ Calendar Year CRATCE Grid ” means the grid which sets forth target Calendar Year CRATCE for a given Calendar Year (the level at which the Calendar Year CRATCE Payout % will be 100%), together with the levels of Calendar Year CRATCE below and above the target level at which the Calendar Year CRATCE Payout % may range from [__]% (threshold) to [__]% (maximum). The Compensation Committee shall establish the Calendar Year CRATCE Grid for each Calendar Year no later than the 90th day of such Calendar Year. The [Year 1] Calendar Year CRATCE Grid is set forth in Section (3) below.
(e) “ Calendar Year CRATCE Payout % ” means, with respect to a Calendar Year, the Calendar Year CRATCE Payout % for that year as certified by the Compensation Committee based upon the Calendar Year CRATCE and Calendar Year CRATCE Grid for such Calendar Year.
(f) “ Core Return on Average Tangible Common Equity ”, or “ CRATCE ”, means with respect to any specified period, the Company’s Core Net Income for such period divided by the Company’s Average Tangible Common Equity during such period.
(g) “ Core Net Income ” for any period means the Company’s net income for such period as reported by the Company, but excluding the following:
(i)      [__]
(h) “ Average Tangible Common Equity ” for any period means the average tangible common equity for such period as reported by the Company, with adjustments similar to those adjustments made for purposes of determining Core Net Income also being made to Average Tangible Common Equity to the extent applicable.
(i) “ Average Calendar Year CRATCE Payout % ” for a period means the average of the Calendar Year CRATCE Payout % for each of the Calendar Years in the Performance Period, provided that in the event of a Change in Control during the Performance Period, the Average Calendar Year CRATCE Payout % shall be determined for the number of full Calendar Years in the Performance Period which have elapsed as of the calendar quarter end immediately preceding the Change in Control (the “ Measurement Quarter End ”); provided, however, that for this purpose the Calendar Year including the Measurement Quarter End shall be treated as a full Calendar Year and the Calendar Year CRATCE for such year shall be determined by annualizing the Core Net Income through the Measurement Quarter End and dividing that amount by the Average Tangible Common Equity during such Calendar Year through the Measurement Quarter End.
(j) Other Capitalized Terms . All capitalized terms used but not otherwise defined in this Exhibit B shall have the same definitions stated in the Award Agreement or the Omnibus Plan, as applicable.
(8) Calculation . For purposes of this Exhibit B, the number of CRATCE-Based Performance Shares which shall become Earned Performance Shares will be calculated as follows:
FIRST: The Company’s Calendar Year CRATCE for each Calendar Year in the Performance Period shall be determined.

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SECOND: Plot the Calendar Year CRATCE determined for each Calendar Year in the first step into the appropriate band in the left-hand column of the Calendar Year CRATCE Grid for such Calendar Year and determine the Calendar Year CRATCE Payout %, which is the figure in the right-hand column of the Calendar Year CRATCE Grid corresponding to that level of Calendar Year CRATCE. Use linear interpolation between points in the table below to determine the corresponding Calendar Year CRATCE Payout % if the Company’s Calendar Year CRATCE is greater than threshold and less than maximum, but not exactly one of the percentages listed in the left-hand column. For example, if the company’s Calendar Year CRATCE in [Year 1] is [__]%, then the Calendar Year CRATCE Payout % would be [__]%.
Calendar Year CRATCE Grid
[Year 1] calendar year cratce
 
calendar year cratce payout %
 
 
 
 
 
(Threshold)
 
 
 
 
 
 
 
 
(Target)
 
 
 
 
 
 
 
 
 
 
 
(Maximum)
The minimum Calendar Year CRATCE Payout % which may be earned is [__] and the maximum is [__]%.
THIRD: Determine the number of Earned Performance Shares by multiplying the Average Calendar Year CRATCE Payout % (as determined based upon the Calendar Year CRATCE Payout % amounts determined in the second step) by the number of CRATCE-Based Performance Shares.
(9) Effect of Certain Events . The following provisions will apply in the event of the termination of employment of the Grantee or the occurrence of a Change in Control:
(a) Termination of Employment Prior to a Change in Control . The effect of termination of employment prior to a Change in Control shall be governed by paragraph (3) of the attached Award Agreement.
(b) Effect of Change in Control . In the event of a Change in Control, the number of CRATCE-Based Performance Shares that shall be earned, vested and payable in Common Stock shall be calculated and determined by the Compensation Committee in accordance with paragraph (4) of the Award Agreement and this Section as follows:
FIRST: If the Performance Period has not been completed, there shall be determined the number of CRATCE-Based Performance Shares that would be earned if the Performance Period was the period which began on [Start Date] and ended on the effective date of the Change in Control. The Compensation Committee shall determine the number of Earned Performance Shares in accordance with Sections 1(c) and 3 above.

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Notwithstanding the foregoing, if the number of earned CRATCE-Based Performance Shares determined using the calculation in the preceding paragraph is less than 50% of the Target Number of Performance Shares, then the number of Earned Performance Shares based on the CRATCE performance goal shall be equal to 50% of the Target Number of Performance Shares.
SECOND: If the Performance Period has been completed, then the Earned Performance Shares shall be equal to the number determined in accordance with Sections 1(c) and 3 above.
The Earned Performance Shares shall vest in accordance with paragraphs (3) and (4) of the Award Agreement.

* * *

B-4


Exhibit 10.2

EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and the undersigned Michael W. Jamieson (“Executive”), effective as of August 29, 2016 (“Effective Date”).
W I T N E S S E T H:
WHEREAS, Company is desirous of employing Executive or continuing Executive’s employment as an executive of Company or its wholly owned subsidiary, FIRST MIDWEST BANK (the “Bank”) or another such subsidiary on the terms and conditions, and for the consideration, hereinafter set forth and Executive is desirous of accepting or continuing such employment on such terms and conditions and for such consideration;
WHEREAS, references herein to Executive’s employment by the Company, the Bank or another subsidiary, and references herein to payments of any nature to be made to Executive shall mean that either the Company will make such payments or it will cause the Bank or other applicable subsidiary (reference to “Employer” hereinafter shall mean the Company, the Bank or other subsidiary by which Executive is employed) to make such payments to Executive:
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:
1. Employment and Term .
(a) Employment . The Employer shall employ the Executive as the Executive Vice President, Director of Commercial Banking of First Midwest Bank and the Executive shall so serve, for the term set forth in Paragraph 1(b).
(b) Term . The term of the Executive’s employment under this Agreement shall commence on the Effective Date and end on August 31, 2018 subject to the extension of such term as hereinafter provided and subject to earlier termination as provided in Paragraph 7 (the “period of employment”). The term of this Agreement shall be extended automatically for one (1) additional year as of the second anniversary of the Effective Date and each anniversary date thereof unless, no later than ninety (90) days prior to any such renewal date (i) the Company or Employer gives written notice to the Executive, or (ii) the Executive gives written notice to the Employer, in accordance with Paragraph 14, that the term of this Agreement shall not be so extended. Anything in this Agreement to the contrary, if at any time during the Executive’s period of employment under this Agreement there is a Change in Control (as defined in Paragraph 7), the term of this Agreement shall automatically extend to a date which is two (2) years from the date of the Change in Control (and shall be further extended pursuant to the foregoing provisions of this Paragraph 1(b), unless written notice to the contrary is given in accordance with this Paragraph 1(b)).





2. Duties and Responsibilities .
(a) The duties and responsibilities of Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business. Executive’s powers and authority shall be as may be prescribed by the By-laws of the Employer and as may be delegated to Executive, together with the performance of such other duties and responsibilities as from time to time may be assigned to Executive consistent with Executive’s position(s). Executive recognizes, that during the period of employment hereunder, Executive owes an undivided duty of loyalty to the Employer, and agrees to devote his entire business time and attention to the performance of said duties and responsibilities. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform the duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics and Standards of Conduct and, if applicable, Code of Ethics for Senior Financial Officers. Executive will not perform any duties for any other business without the prior written consent of the Employer, and may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of his duties under this Agreement. During the period of employment, Executive agrees to serve without additional compensation as a director on the board of directors of the Employer, to which Executive may be elected or appointed.
(b) Notwithstanding anything herein to the contrary, Executive’s employment may be terminated by the Employer, subject to the terms and conditions of this Agreement.
3. Salary .
(a) Base Salary . For services performed by the Executive for the Employer pursuant to this Agreement, the Employer shall pay the Executive a base salary at the rate of $435,000.00 ("Salary”) per year, payable in substantially equal installments in accordance with the Employer’s regular payroll practices. Executive’s base salary shall be subject to review from time to time and the Employer may (but is not required to) increase the base salary as in its discretion, may authorize or determine.
4. Annual Bonuses . For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus pursuant to the First Midwest Bancorp, Inc. Short Term Incentive Compensation Plan or any successor or replacement plan (“STIC”), with an annual target bonus amount, in accordance with the terms of such Plan, as adopted and administered by the Board of Directors of First Midwest Bancorp, Inc. (“Board”) for senior executives of the Employer, as such plan may be amended from time to time by the Board in its discretion.
5. Long-Term and Equity Incentive Compensation . During the term of employment hereunder, the Executive shall be eligible to participate in the First Midwest Bancorp, Inc. Omnibus

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Stock and Incentive Plan (the “Omnibus Plan”), and in any other long-term and/or equity-based incentive compensation plan or program approved by the Board from time to time.
6. Other Benefits . In addition to the compensation described in Paragraphs 3, 4 and 5, above, the Executive shall also be entitled to the following:
(a) Participation in Benefit Plans . The Executive shall be entitled to participate in all of the various retirement, welfare, fringe benefit, perquisites and expense reimbursement plans, programs and arrangements of the Employer as may be in effect from time to time to the extent the Executive is eligible for participation under the terms of such plans, programs and arrangements, including, but not limited to non-qualified retirement programs and deferred compensation plans.
(b) Vacation . The Executive shall be entitled to such number of days of vacation with pay during each calendar year during the period of employment in accordance with the Employer’s applicable personnel policy as in effect from time to time.
(c) Sign-On Bonus and Restricted Stock Award . As a sign-on bonus, the Employer shall pay or provide to Executive:
(i) A cash payment equal to one hundred and fifty thousand dollars ($150,000.00), payable in a lump sum (less applicable tax withholding), on the first payroll date following the 60th day after the Effective Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that Executive’s employment is terminated due to termination by the Employer for Cause or Executive’s resignation for any reason other than Good Reason, in either case on or before the second anniversary of the Effective Date, Executive shall repay the Employer the cash payment ($150,000) described in this Paragraph 6(c)(i) in full, such repayment to be made within thirty (30) days of the date of termination of employment. For the avoidance of doubt, Executive shall have no obligation to repay the cash payment described in this Paragraph 6(c)(i) if his employment terminates due to his death or disability. Without limiting the Executive’s obligation to repay Employer, in the event the foregoing “clawback” provision is triggered, Employer may offset against and reduce any amounts otherwise due to Executive for purposes of Executive’s obligation to repay the foregoing amount. Executive further agrees to reimburse Employer for any legal and collections costs, expenses and fees incurred by Employer to collect repayment; and
(ii) On the date that is thirty (30) days after the Effective Date, a restricted stock award under the Omnibus Plan for that number of shares of Company common stock having a fair market value of three hundred thousand dollars ($300,000.00) on the date of grant (rounded up to the next whole share). The restricted stock award will vest in one-third increments on the first, second and third anniversary from the grant date, subject to Executive’s continued employment. Notwithstanding the foregoing, (A) in the event the Executive’s employment terminates due to termination by the Employer without Cause or resignation by the Executive with Good Reason, or due to his death or disability, any unvested portion of the restricted stock award shall vest in full upon such termination, and (B) in the

3

event the Executive’s employment terminates due to termination by the Employer for Cause or resignation by the Executive without Good Reason, any unvested portion of the restricted stock award shall immediately terminate and be forfeited by Executive (and, in the event of termination by the Employer for Cause, any vested portion of the restricted stock award shall be subject to a “clawback” in accordance with Paragraph 6(c)(i)) upon such termination. The restricted stock award shall be evidenced by an award agreement which shall include the foregoing provisions.
(d) Non-Qualified Retirement Plan . The Employer will make a one-time thirty-six thousand five hundred and forty dollar ($36,540.00) fully vested contribution on the Executive's behalf to the Company's Non-Qualified Retirement Plan, such contribution to be made by the Employer on or before June 30, 2017.
(e) Expenses . The Employer will reimburse Executive for up to five thousand dollars ($5,000) of attorneys’ fees paid by Executive with respect to the negotiation and documentation of his employment arrangements.
7. Termination . Unless earlier terminated in accordance with the following provisions of this Paragraph 7, the Employer shall continue to employ the Executive and the Executive shall remain employed by the Employer during the entire term of this Agreement as set forth in Paragraph 1(b). Paragraph 8 hereof sets forth certain obligations of the Employer in the event that the Executive’s employment hereunder is terminated. Certain capitalized terms used in this Paragraph 7 and in Paragraph 8 hereof are defined in Paragraph 7(d), below.
(a) Death or Disability . Except to the extent otherwise provided in Paragraph 8 with respect to certain post-Date of Termination (as defined below) payment obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event of the Executive’s death or in the event that the Executive becomes disabled. The Executive will be deemed to be disabled upon the first to occur of (i) the end of a six (6)-consecutive month period, or the end of an aggregate period of nine (9) months out of any consecutive twelve (12) months, during which, by reason of physical or mental injury or disease, the Executive has been unable to perform substantially all of his usual and customary duties under this Agreement or (ii) the date that a reputable physician selected by the Employer determines in writing that the Executive will, by reason of physical or mental injury or disease, be unable to perform substantially all of the Executive’s usual and customary duties under this Agreement for a period of at least six (6) consecutive months. If any question arises as to whether the Executive is disabled, upon reasonable request therefor by the Employer, the Executive shall submit to reasonable examination by a physician for the purpose of determining the existence, nature and extent of any such disability. The Employer shall promptly provide the Executive with written notice of the results of any such determination of disability and of any decision of the Employer to terminate the Executive’s employment by reason thereof. In the event of disability, until the Date of Termination, the base salary payable to the Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar by the amount of disability benefits, if any, paid to the Executive in accordance with any disability policy or program of the Employer.

4

(b) Discharge for Cause . In accordance with the procedures hereinafter set forth, the Employer may terminate the Executive’s employment hereunder for Cause. Except to the extent otherwise provided in Paragraph 8 with respect to certain post-Date of Termination obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is terminated for Cause. Any termination of the Executive for Cause shall be communicated by a Notice of Termination to the Executive given in accordance with Paragraph 14 of this Agreement.
(c) Termination for Other Reasons . The Employer may terminate the Executive’s employment without Cause by giving written notice to the Executive in accordance with Paragraph 15 at least thirty (30) days prior to the Date of Termination. The Executive may resign from employment with or without Good Reason, without liability to the Employer, by giving written notice to the Employer in accordance with Paragraph 14 at least thirty (30) days prior to the Date of Termination; provided, however, that no resignation shall be treated as a resignation for Good Reason unless the written notice thereof is given within ninety (90) days after the occurrence which constitutes “Good Reason.” Except to the extent otherwise provided in Paragraph 8 with respect to certain post-Date of Termination obligations of the Employer, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is terminated without Cause or resigns for any reason or no reason.
(d) Definitions . For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
(i) “ Accrued Obligations ” shall mean, as of the Date of Termination, the sum of (A) Executive’s base salary under Paragraph 3 through the Date of Termination to the extent not theretofore paid, (B) the amount of any other cash compensation earned by the Executive as of the Date of Termination to the extent not theretofore paid, (C) any vacation pay, expense reimbursements and other cash payments to which the Executive is entitled as of the Date of Termination to the extent not theretofore paid, (D) any grants and awards earned and vested but not yet paid under the STIC or any incentive compensation plan or program, and (E) all other benefits which have accrued and are vested as of the Date of Termination. For the purpose of this Paragraph 7(d)(i), except as provided in the applicable plan, program or policy, amounts shall be deemed to accrue ratably over the period during which they are earned, but no discretionary compensation shall be deemed earned or accrued until it is specifically approved in accordance with the applicable plan, program or policy.
(ii) “ Cause ” shall mean (A) the Executive’s willful and continued (for a period of not less than fifteen (15) days after written notice thereof) failure to perform substantially the duties of his employment (other than as a result of physical or mental incapacity, or while on vacation); or (B) the Executive’s willfully engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of Executive’s duties and responsibilities under the Agreement; or (C) the Executive’s conviction of a crime involving moral turpitude dishonesty, fraud, theft or financial impropriety, but specifically excluding any conviction based entirely on vicarious liability (with “vicarious liability” meaning liability based on acts of the Employer for which the Executive is charged solely

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as a result of his position with the Employer and in which Executive was not directly involved and did not have prior knowledge of such actions or intended actions); or (D) the Executive’s willful violation of a material requirement of any code of ethics or standards of conduct of the Employer applicable to Executive or Executive’s fiduciary duty to the Employer provided, however, that no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Employer; and provided further that no act or omission by the Executive shall constitute Cause hereunder unless the Employer has given detailed written notice thereof to the Executive, and the Executive has failed to remedy such act or omission.
(iii) “ Change in Control ” shall mean:
(A) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d‑3 under said Act), directly or indirectly, of securities of the Company representing more than 25% of the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors (the “Voting Stock”), or
(B) During any period of two consecutive years, individuals, who at the beginning of such period constitute the Board, and any new director, whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or
(C) Consummation of a reorganization, merger or consolidation or the sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the total voting power represented by the voting securities entitled to vote generally in the election of directors of the Company resulting from the Business Combination (including, without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination of the Voting Stock of the Company, and (2) at least a majority of the members of the board of directors of the corporation resulting

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from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or action of the Board, providing for such Business Combination; or
(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.
The Employer has final authority to construe and interpret the provisions of the foregoing paragraphs (A), (B), (C) and (D) and to determine the exact date on which a change in control has been deemed to have occurred thereunder.
(iv) “ Date of Termination ” shall mean (A) in the event of a discharge of the Executive for Cause, the date the Executive receives a Notice of Termination, or any later date specified in such Notice of Termination, as the case may be, (B) in the event of a discharge of the Executive without Cause or a resignation by the Executive, the date specified in the written notice to the Executive (in the case of discharge) or the Employer (in the case of resignation), which date shall be no less than thirty (30) days from the date of such written notice, (C) in the event of the Executive’s death, the date of the Executive’s death, and (D) in the event of termination of the Executive’s employment by reason of disability pursuant to Paragraph 7(a), the date the Executive (or Executive’s legal representative) receives written notice of such termination.
(v) “ Good Reason ” shall mean the occurrence of any event, other than in connection with a termination of Executive’s employment, which results in a material diminution of Executive’s status, duties, authority, responsibilities or compensation from those contemplated by this Agreement, including, without limitation, any of the following actions without the Executive’s written consent (which, for this purpose, will not include consent given in Executive’s capacity as a director, officer or employee of an Employer): (A) a significant change in the Executive’s title, or nature or scope of the Executive’s duties, from those described in Paragraphs 1(a) and 2(a), such that the title or duties are inconsistent with, and commonly (in the banking industry) considered to be of lesser authority, status or responsibility (provided, however, for purposes of this clause (A) in circumstances not involving or following a Change in Control, so long as the Executive remains an officer of the Employer at or above the salary grade level in effect prior to such action then no diminution or other change in status, duties, authority or responsibilities shall be deemed to occur), other than a significant change not occurring in bad faith and which is not remedied by the Employer promptly after receipt of written notice thereof given by the Executive in accordance with Paragraph 14, or (B) any material failure by the Employer to comply with any of the provisions of this Agreement, other than any failure not occurring in bad faith and which is remedied by the Employer promptly after receipt of written notice thereof given by the Executive in accordance with Paragraph 14; or (C) the Employer gives notice to the Executive pursuant to Paragraph 1(b) that the term of this Agreement shall not be extended upon the expiration of the then-current term; or (D) the Employer requires the Executive to be based at an office or location which is more than 80 miles from the Executive’s office as of the Effective Date or any renewal date of this Agreement. In the

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event of a Change in Control, any good faith determination by the Executive that Good Reason exists shall be conclusive.
(vi) “ Notice of Termination ” shall mean a written notice which (A) indicates the specific termination provision in this Agreement relied upon, (B) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (C) if the Date of Termination is to be other than the date of receipt of such notice or the date otherwise specified on this Agreement, specifies the termination date.
8. Obligations of the Employer Upon Termination . The following provisions describe the post-Date of Termination obligations of the Employer to the Executive under this Agreement upon the termination of Executive’s employment and the Agreement. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Employer or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Employer or any of its subsidiaries.
(a) Death, Disability, Discharge for Cause, or Resignation Without Good Reason . In the event the Executive’s employment and this Agreement terminate pursuant to Paragraph 7(a) by reason of the death or disability of the Executive, or pursuant to Paragraph 7(b) by reason of the termination of the Executive by the Employer for Cause, or pursuant to Paragraph 7(c) by reason of the resignation of the Executive other than for Good Reason, the Employer shall pay to the Executive, or his heirs or estate, in the event of the Executive’s death, all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, including, where applicable, the forfeiture of such amounts upon a termination for Cause.
(b) Discharge Without Cause or Resignation with Good Reason . In the event the Executive’s employment and this Agreement terminate pursuant to Paragraph 7(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason:
(i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive;

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(ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“ Termination Year ”), based on the number of days elapsed during the Termination Year through the Date of Termination (“ Service Days ”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“ Severance Target ”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365;
(iii) Continuation for a period of six (6) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices;
(iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and
(v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years.
In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).
(c) Effect of Change in Control . In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason:
(i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however,

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that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive;
(ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the Termination Year. The amount of the pro-rated bonus shall be calculated by multiplying the Severance Target, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365;
(iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following:
(A) the amount of Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus
(B) the greater of (A) the Executive’s target bonus under the Employer’s annual bonus plan for the calendar year in which the Date of Termination occurs, or (B) the average of the sum of the amounts earned by Executive under the annual bonus plan with respect to the three (3) calendar years immediately preceding the calendar year in which Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus
(C) the sum of:
(I) the value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee pension benefit plans maintained by the Employer to or for the benefit of Executive based on annual base salary amount applicable under clause (iii)(A) above; plus
(II) the annual value of fringe benefits and perquisites described in Paragraph 6(a) above.
For purposes of paragraph (C)(I) above, the value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the fringe benefits and perquisites described in Paragraph 6(a) for purposes of paragraph (C)(II) above shall be 7.5% of the annual base salary amount applicable under clause (iii)(A) above.

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Executive shall also be entitled to outplacement counseling from a firm selected by Employer for a period beginning on the date of termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the date which is two (2) years from the date of termination of employment.
Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason, then Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.
(d) Effect on Other Amounts . The payments provided for in this Paragraph 8 shall be in addition to all other sums then payable and owing to Executive, shall be subject to applicable federal and state income and other withholding taxes and shall be in full settlement and satisfaction of all of Executive’s claims and demands. Upon such termination of this Agreement, Employer shall have no rights or obligations under this Agreement, other than its obligations under this Paragraph 8, and Executive shall have no rights and obligations under this Agreement, other than Executive’s obligations under Paragraph 12 hereof (to the extent applicable).
(e) Conditions . Any payments of benefits made or provided pursuant to this Paragraph 8 are subject to the Executive’s:
(i) compliance with the provisions of Paragraph 12 hereof (to the extent applicable);
(ii) delivery to the Employer of an executed Release and Severance Agreement, which shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and
(iii) delivery to the Employer of a resignation from all offices, directorships and fiduciary positions with the Employer, its affiliates and employee benefit plans.



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Notwithstanding the due date of any post-employment payments, any amounts due under this Paragraph 8 shall not be due until after the expiration of any revocation period applicable to the Release and Severance Agreement.
9. No Excise Tax Gross-Up; Possible Reduction of Payments.
(a) Any provision of this Agreement or any other compensation plan, program or agreement to which Executive is a party or under which Executive is covered to the contrary notwithstanding, Executive will not be entitled to any gross-up or other payment for golden parachute excise taxes that Executive may owe pursuant to Section 4999 of the Internal Revenue Code (the "Code").
(b) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) (i) constitute parachute payments within the meaning of Section 280G of the Code, and (ii) but for this Paragraph 9 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (A) delivered in full, or (B) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax (the “Safe Harbor Cap”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment under Paragraph 8(c)(iii).
(c) All determinations required to be made under this Paragraph 9, including the reduction of the Payments to the Safe Harbor Cap, if applicable, and the assumptions to be utilized in arriving at such determinations, shall be made by the independent public accountants then regularly retained by the Employer for purposes of tax planning or such other nationally-recognized accounting or consulting firm as may be selected by the Employer (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any good faith determinations by the Accounting Firm shall be binding upon the Employer and the Executive.
(d) This subparagraph (d) shall apply to the Executive in the event of the reduction of the Executive's Payments to the Safe Harbor Cap. If it is established pursuant to a final decision of a court or an IRS proceeding which has been finally and conclusively resolved, that Payments have been made to the Executive by the Employer, which are in excess of the limitations provided in this Paragraph 9 (hereinafter referred to as “Excess Payments”), the Executive shall repay the Excess Payments to the Company within thirty (30) business days of a written demand from the Company, together with interest on the Excess Payments at the applicable federal rate (as

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defined in Code Section 1274(d)) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. As a result of the uncertainty in the application of Code Section 4999 at the time of the determinations, it is possible that Payments which will not have been made by the Employer should have been made (an “Underpayment”). In the event that it is determined by the Accounting Firm, the IRS, court order, or the Employer (which shall include the position taken by the Employer alone or together with its consolidated group) on its federal income tax return, that an Underpayment has occurred, the Employer shall pay an amount equal to such Underpayment to the Executive within thirty (30) business days of such decision together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment.
10. Section 409A of the Code . It is intended that any amounts payable under this Agreement and the Employer’s and Executive’s exercise of authority or discretion hereunder shall be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is conditioned upon the Executive’s execution of a release and which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Employer referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Executive becoming subject to interest and additional tax under Section 409A of the Code, the Employer and Executive agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.
11. Dispute Resolution . With respect to any dispute or controversy arising under or in connection with this Agreement, if the Executive is a prevailing party (as defined below), the Executive shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection with the dispute or controversy. A “prevailing party” is one who is successful on any material substantive issue in the action and achieves either a judgment in such party’s favor or some other affirmative recovery.

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12. Confidentiality and Restrictive Covenants Agreement . The Executive shall enter into the Confidentiality and Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), which agreement includes covenants concerning Non-Disclosure of Confidential Information, Non-Solicitation and Non-Disparagement. The Executive agrees to be subject to and bound by all terms and conditions of the Restrictive Covenant Agreement during the period of employment and, to the extent provided therein, thereafter, as if such terms and conditions were set forth in full herein. References in this Agreement to Executive’s obligations under Paragraph 12 shall mean references to his obligations under the Restrictive Covenant Agreement.
13. Remedies .
(a) Executive acknowledges that the restrictions and agreements herein provided are fair and reasonable, that enforcement of the provisions of Paragraph 12 will not cause Executive undue hardship and that said provisions are reasonably necessary and commensurate with the need to protect the Employer and its legitimate and proprietary business interests and property from irreparable harm. Executive acknowledges and agrees that (a) a breach of any of the covenants and provisions contained in Paragraph 12 above, will result in irreparable harm to the business of the Employer, (b) a remedy at law in the form of monetary damages for any breach by Executive of any of the covenants and provisions contained in Paragraph 12 is inadequate, (c) in addition to any remedy at law or equity for such breach, the Employer shall be entitled to institute and maintain appropriate proceedings in equity, including a suit for injunction to enforce the specific performance by Executive of the obligations hereunder and to enjoin Executive from engaging in any activity in violation hereof and (d) the covenants on Executive’s part contained in Paragraph 12, shall be construed as agreements independent of any other provisions in this Agreement, and the existence of any claim, setoff or cause of action by Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense or bar to the specific enforcement by the Employer of said covenants. In the event of a breach or a violation by Executive of any of the covenants and provisions of this Agreement, the running of the Restriction Period (but not of Executive’s obligation thereunder), shall be tolled during the period of the continuance of any actual breach or violation.
(b) The parties hereto agree that the covenants set forth in Paragraph 12 are reasonable with respect to their duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Paragraph 12 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.



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14. Notices . Any notice or other communication required or permitted to be given hereunder shall be determined to have been duly given to any party (a) upon delivery to the address of such party specified below if delivered personally or by courier; (b) upon dispatch if transmitted by telecopy or other means of facsimile, provided a copy thereof is also sent by regular mail or courier; (c) within forty-eight (48) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as certified mail, return receipt requested, or (d) within twenty-four (24) hours after deposit thereof with a reputable overnight courier (charges prepaid), addressed, in any case to the party at the following address(es) or telecopy numbers:
(a) If to Executive, at the address set forth on the records of the Employer.
(b) If to the Employer:
First Midwest Bancorp, Inc.
One Pierce Place
Suite 1500
Itasca, Illinois 60143
Attn: Corporate Secretary
Fax No.: (630) 875-7345
or to such other address(es) or facsimile number(s) as any party may designate by written notice in the aforesaid manner.
15. Directors and Officers Liability Coverage; Indemnification . Executive shall be entitled to coverage under such directors and officers liability insurance policies maintained from time to time by the Company, Bank or any subsidiary for the benefit of its directors and officers. The Company shall indemnify and hold Executive harmless, to the fullest extent permitted by the laws of the State of Delaware, from and against all costs, charges and expenses (including reasonable attorneys’ fees), and shall provide for the advancement of expenses incurred or sustained in connection with any action, suit or proceeding to which the Executive or his legal representatives may be made a party by reason of the Executive’s being or having been a director, officer or employee of the Company, Bank or any of its affiliates or employee benefit plans. The provisions of this Paragraph 16 shall not be deemed exclusive of any other rights to which the Executive seeking indemnification may have under any by-law, agreement, vote of stockholders or directors, or otherwise.
16. Full Settlement; No Mitigation . The Employer’s obligation to make the payments and provide the benefits provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Employer may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

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17. Payment in the Event of Death . In the event payment is due and owing by the Employer to Executive under this Agreement upon the death of Executive, payment shall be make to such beneficiary as Executive may designate in writing, or failing such designation, then the executor of his estate, in full settlement and satisfaction of all claims and demands on behalf of Executive, shall be entitled to receive all amounts owing to Executive at the time of death under this Agreement. Such payments shall be in addition to any other death benefits of the Employer and in full settlement and satisfaction of all severance benefit payments provided for in this Agreement.
18. Entire Understanding . This Agreement constitutes the entire understanding between the parties relating to Executive’s employment hereunder and supersedes and cancels all prior written and oral understandings and agreements with respect to such matters, except for the terms and provisions of any employee benefit or other compensation plans (or any agreements or awards thereunder), referred to in this Agreement, or as otherwise expressly contemplated by this Agreement.
19. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law, and such successor shall be deemed the “Company” for purposes of this Agreement.
20. Tax Withholding . The Employer shall provide for the withholding of any taxes required to be withheld by federal, state, or local law with respect to any payment in cash, shares of stock and/or other property made by or on behalf of the Employer to or for the benefit of the Executive under this Agreement or otherwise. The Employer may, at its option: (a) withhold such taxes from any cash payments owing from the Employer to the Executive, (b) require the Executive to pay to the Employer in cash such amount as may be required to satisfy such withholding obligations and/or (c) make other satisfactory arrangements with the Executive to satisfy such withholding obligations.
21. No Assignment . Except as otherwise expressly provided herein, this Agreement is not assignable by any party and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.
22. Execution in Counterparts . This Agreement may be executed by the parties hereto in two (2) or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

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23. Jurisdiction and Governing Law . Jurisdiction over disputes with regard to this Agreement shall be exclusively in the courts of the State of Illinois, and this Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Illinois, without regard to the choice of laws provisions of such laws.
24. Severability . If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement. Furthermore, if the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and the Executive consents and agrees that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement.
25. Waiver . The waiver of any party hereto of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach.
26. Amendment; Effect of Termination . No change, alteration or modification hereof may be made except in a writing, signed by each of the parties hereto. The provisions of Paragraph 8 relating to post-Date of Termination obligations, and the provisions and obligations set forth in Paragraphs 9 through 30 shall survive termination of the Agreement pursuant to Paragraph 7.
27. Construction . The language used in this Agreement will be deemed to be the language chosen by Employer and Executive to express their mutual intent and no rule of strict construction shall be applied against any person. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and the pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine or neuter. The headings of the Paragraphs of this Agreement are for reference purposes only and do not define or limit, and shall not be used to interpret or construe the contents of this Agreement.
28. No Duplication . Notwithstanding anything herein to the contrary, to the extent that any compensation or benefits are paid to or received by the Executive from the Company, Bank or any other subsidiary of Company or the Bank, such compensation or benefits shall be deemed to satisfy the obligations of the Company, Bank and all subsidiaries, such that Executive shall not be entitled to receive any compensation or benefits which are duplicative of such amounts previously paid to or received by Executive.
29. Regulatory Requirements and Compensation Recovery (Clawback) . Anything in this Agreement to the contrary notwithstanding, it is intended that, to the extent required, this Agreement and the payments made hereunder comply with the requirements of any legislative or regulatory limitations or requirements which are or may become applicable to the Employer and the payments made hereunder, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations issued thereunder (collectively, the "Regulatory Requirements"), which limitations or requirements may include, but not limited to, provisions limiting, delaying or deferring payment of certain bonus, incentive or retention compensation or "golden parachute payments" to certain officers or highly compensated employees, requiring that

17

the Employer may recover (claw-back) bonus and incentive compensation in certain circumstances, and precluding bonus and incentive arrangements that encourage unnecessary or excessive risks that threaten the value of the Employer, in each case within the meaning of the Regulatory Requirements, and only to the extent applicable to the Employer and the Executive. The application of this Paragraph 29 is intended to, and shall be interpreted, administered and construed to, cause the Agreement to comply with the Regulatory Requirements and, to the maximum extent consistent with this Paragraph 29 and the Regulatory Requirements, to permit the operation of this Agreement in accordance with the terms and conditions hereof before giving effect to the provisions of this Paragraph 29 or the Regulatory Requirements.
30. No Conflicts . Executive represents and warrants that the performance by Executive of Executive’s duties hereunder will not violate, conflict with, or result in a breach of any provision of any agreement to which Executive is a party, including any obligations to refrain from competition, solicitation of customers or employees, or to refrain from use of confidential information. In the Executive’s work for the Employer, the Executive will be expected to abide by all such contractual commitments and not to make any unauthorized disclosure or use, and the Executive will not disclose or make use, of any information in violation of any agreements with or rights of his prior employer or any other party.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
ATTEST:
First Midwest Bancorp, Inc.
 
 
/s/ Michelle Y. Hoskins
By: /s/ Michael L. Scudder
 
Title: President & Chief Executive Officer
 
 
 
EXECUTIVE:
 
 
 
/s/ Michael W. Jamieson
 
Michael W. Jamieson


18

Exhibit A
to
Employment Agreement
RELEASE AND SEVERANCE AGREEMENT
THIS RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of _______________, _____ by and between First Midwest Bancorp, Inc. , its subsidiaries and affiliates (collectively “ FMBI ”) and _______________ (hereinafter “ EXECUTIVE ”).
EXECUTIVE’S employment with FMBI terminated on ______________, ______; and EXECUTIVE has voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in exchange for severance benefits under the Employment Agreement (“ Employment Agreement ”) to which EXECUTIVE otherwise would not be entitled.
NOW THEREFORE , in consideration for severance benefits provided under the Employment Agreement, EXECUTIVE on behalf of himself and his spouse, heirs, executors, administrators, children, and assigns does hereby fully release and discharge FMBI, its officers, directors, employees, agents, subsidiaries and divisions, benefit plans and their administrators, fiduciaries and insurers, successors, and assigns from any and all claims or demands for wages, back pay, front pay, attorney’s fees and other sums of money, insurance, benefits, contracts, controversies, agreements, promises, damages, costs, actions or causes of action and liabilities of any kind or character whatsoever, whether known or unknown, from the beginning of time to the date of these presents, relating to his employment or termination of employment from FMBI, including but not limited to any claims, actions or causes of action arising under the statutory, common law or other rules, orders or regulations of the United States or any State or political subdivision thereof including the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act.
EXECUTIVE acknowledges that EXECUTIVE’S obligations pursuant to Paragraph 12 of the Employment Agreement shall continue to apply to EXECUTIVE.
This Release and Settlement Agreement supersedes any and all other agreements between EXECUTIVE and FMBI except agreements relating to proprietary or confidential information belonging to FMBI, and any other agreements, promises or representations relating to severance pay or other terms and conditions of employment are null and void.
This release does not affect EXECUTIVE’S right to any benefits to which EXECUTIVE may be entitled under any employee benefit plan, program or arrangement sponsored or provided by FMBI, including but not limited to the Employment Agreement and the plans, programs and arrangements referred to therein.
EXECUTIVE and FMBI acknowledge that it is their mutual intent that the Age Discrimination in Employment Act waiver contained herein fully comply with the Older Workers Benefit Protection Act. Accordingly, EXECUTIVE acknowledges and agrees that:

A-1

(a) The Severance benefits exceed the nature and scope of that to which he would otherwise have been legally entitled to receive.
(b) Execution of this Agreement and the Age Discrimination in Employment Act waiver herein is his knowing and voluntary act;
(c) He has been advised by FMBI to consult with his personal attorney regarding the terms of this Agreement, including the aforementioned waiver;
(d) He has had at least twenty-one (21) calendar days within which to consider this Agreement;
(e) He has the right to revoke this Agreement in full within seven (7) calendar days of execution and that none of the terms and provisions of this Agreement shall become effective or be enforceable until such revocation period has expired;
(f) He has read and fully understands the terms of this agreement; and
(g) Nothing contained in this Agreement purports to release any of EXECUTIVE’s rights or claims under the Age Discrimination in Employment Act that may arise after the date of execution.
IN WITNESS WHEREOF , the parties have executed this Agreement on the date indicated above.
 
FIRST MIDWEST BANCORP, INC. , for itself and its Subsidiaries

 
By:
 
 
Its:
 
 
 
 
 
EXECUTIVE
 
 
 
 
Michael W. Jamieson


A-2


Exhibit 15

Acknowledgement of Independent Registered Public Accounting Firm

May 7, 2018

To the Board of Directors and Stockholders of First Midwest Bancorp, Inc.

We are aware of the incorporation by reference in the following Registration Statements of First Midwest Bancorp, Inc. (the "Company") of our report dated May 7, 2018, relating to the unaudited consolidated interim financial statements of the Company that are included in its Form 10-Q for the quarter ended March 31, 2018.

•
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-3 No. 333-213587) pertaining to the registration of First Midwest Bancorp, Inc.'s securities on a universal shelf registration statement;

•
Registration Statement (Form S-4 No. 333-208781) pertaining to the registration of equity securities in connection with the acquisition of NI Bancshares Corporation;

•
Registration Statement (Form S-4 No. 333-213532) pertaining to the registration of equity securities in connection with the acquisition of Standard Bancshares, Inc.;

•
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



/s/ ERNST & YOUNG, LLP
Chicago, Illinois




Exhibit 31.1
CERTIFICATION




I, Michael L. Scudder, certify that:

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 7, 2018
 
/s/ MICHAEL L. SCUDDER
 
 
Chairman of the Board, President and Chief Executive Officer









Exhibit 31.2
CERTIFICATION




I, Patrick S. Barrett, certify that:

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 7, 2018
 
/s/ PATRICK S. BARRETT
 
 
Executive Vice President
and Chief Financial Officer





Exhibit 32.1
CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, the undersigned officer of First Midwest Bancorp, Inc. (the "Company"), hereby certifies that:

1.
The Company's Report on Form 10-Q for the quarter ended March 31, 2018 (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:
Chairman of the Board, President and Chief Executive Officer
 
 
Dated:
May 7, 2018
 
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2
CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, the undersigned officer of First Midwest Bancorp, Inc. (the "Company"), hereby certifies that:

1.
The Company's Report on Form 10-Q for the quarter ended March 31, 2018 (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/ PATRICK S. BARRETT
 
 
Name:
Patrick S. Barrett
 
 
Title:
Executive Vice President and Chief Financial Officer
 
 
Dated:
May 7, 2018
 
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.














Exhibit 99

Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders of First Midwest Bancorp, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated statement of financial condition of First Midwest Bancorp, Inc. (the “Company”) as of March 31, 2018, and the related condensed consolidated statements of income, comprehensive income and cash flows for the three-month periods ended March 31, 2018 and 2017, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) , the consolidated statement of financial condition of the Company as of December 31, 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended, and related notes (not presented herein); and in our report dated February 28, 2018, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of financial condition as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of the interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



/s/ ERNST & YOUNG, LLP

Chicago, Illinois
May 7, 2018