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[X]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2018
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or
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
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Delaware
(State or other jurisdiction of incorporation or organization)
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36-3161078
(IRS Employer Identification No.)
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8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631-3655
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(708) 831-7483
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.01 Par Value
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The NASDAQ Stock Market
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Emerging growth company [ ]
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•
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First Midwest Equipment Finance Co. ("FMEF"), an Illinois corporation providing equipment loans and leases and commercial financing alternatives to traditional bank financing.
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•
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First Midwest Securities Management, LLC, a Delaware limited liability company managing investment securities.
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•
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Synergy Property Holdings, LLC, an Illinois limited liability company managing the majority of the Bank's other real estate owned ("OREO") properties.
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•
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Plank Road, LLC, an Illinois limited liability company acquired during 2016 that manages certain of the Bank's OREO properties.
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•
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First Midwest Holdings, Inc., a Delaware corporation managing investment securities, principally municipal obligations, and providing corporate management services to its wholly-owned subsidiary, FMB Investments Ltd., a Bermuda corporation. FMB Investments Ltd. manages investment securities.
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•
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The Boulevard, Inc., an Indiana corporation acquired during 2017 that provides insurance brokerage services to individual and institutional customers.
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•
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A loan or extension of credit to an affiliate, as well as a purchase of securities issued by an affiliate, by the Bank.
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•
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The purchase of assets by the Bank from an affiliate, unless otherwise exempted by the Federal Reserve.
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•
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Certain derivative transactions involving the Bank that create a credit exposure to an affiliate.
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•
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The acceptance by the Bank of securities issued by an affiliate as collateral for a loan.
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•
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The issuance of a guarantee, acceptance, or letter of credit by the Bank on behalf of an affiliate.
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•
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A minimum ratio of Common equity Tier 1 ("CET1") to risk-weighted assets of at least 4.5%, plus a 2.5% "capital conservation buffer" (resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7.0%).
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•
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A minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5%).
|
•
|
A minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (resulting in a minimum total capital ratio of 10.5%).
|
•
|
A minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.
|
•
|
"Well-capitalized" if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a CET1 capital ratio of 6.5% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure.
|
•
|
"Adequately capitalized" if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a CET1 capital ratio of 4.5% or greater, and a leverage ratio of 4.0% or greater and is not "well-capitalized."
|
•
|
"Undercapitalized" if the institution has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a CET1 capital ratio of less than 4.5%, or a leverage ratio of less than 4.0%.
|
•
|
"Significantly undercapitalized" if the institution has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a CET1 capital ratio of less than 3.0% or a leverage ratio of less than 3.0%.
|
•
|
"Critically undercapitalized" if the institution's tangible equity is equal to or less than 2.0% of average quarterly tangible assets.
|
•
|
Restated Certificate of Incorporation.
|
•
|
Amended and Restated By-Laws.
|
•
|
Charters for our Audit, Compensation, and Nominating and Corporate Governance Committees.
|
•
|
Related Person Transaction Policies and Procedures.
|
•
|
Corporate Governance Guidelines.
|
•
|
Code of Ethics and Standards of Conduct (the "Code of Conduct"), which governs our directors, officers, and employees.
|
•
|
Code of Ethics for Senior Financial Officers.
|
Rating Agency
|
|
Rating
|
Standard & Poor's Rating Group, a division of the McGraw-Hill Companies, Inc.
|
|
BBB-
|
Moody's Investor Services, Inc.
|
|
Baa2
|
•
|
Developing, maintaining, and building long-term customer relationships.
|
•
|
Expanding the Company's market position.
|
•
|
Offering products and services at prices and with the features that meet customers' needs and demands.
|
•
|
Introducing new products and services.
|
•
|
Maintaining a satisfactory level of customer service.
|
•
|
Anticipating and adjusting to changes in industry and general economic trends.
|
•
|
Continued development and support of internet-based services.
|
•
|
There could be an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally.
|
•
|
There could be an increase in write-downs of asset values by financial institutions, such as the Company.
|
•
|
The Company's ability to assess the creditworthiness of customers could be impaired if the models and approaches it uses to select, manage, and underwrite credits become less predictive of future performance.
|
•
|
The process the Company uses to estimate losses inherent in the Company's loan portfolio requires difficult, subjective, and complex judgments. This process includes analysis of economic conditions and the impact of these economic conditions on borrowers' ability to repay their loans. The process could no longer be capable of accurate estimation and may, in turn, impact its reliability.
|
•
|
The Bank could be required to pay significantly higher FDIC premiums in the future if losses further deplete the DIF.
|
•
|
The Company could face increased competition due to intensified consolidation of the financial services industry and from non-traditional financial services providers.
|
•
|
The Company may be adversely affected by the soundness of other financial institutions, which are interrelated as a result of trading, clearing, counterparty, or other relationships.
|
•
|
Exposure to unknown or contingent liabilities of acquired institutions.
|
•
|
Disruption of the Company's business.
|
•
|
Loss of key employees and customers of acquired institutions.
|
•
|
Short-term decreases in profitability.
|
•
|
Diversion of management's time and attention.
|
•
|
Issues arising during transition and integration.
|
•
|
Dilution in the ownership percentage of holders of the Company's Common Stock.
|
•
|
Difficulty in estimating the value of the target company.
|
•
|
Payment of a premium over book and market values that may dilute the Company's tangible book value and earnings per share in the short and long-term.
|
•
|
Volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts.
|
•
|
Inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits.
|
•
|
Changes in banking or tax laws or regulations that could impair or eliminate the expected benefits of merger and acquisition activities.
|
•
|
Actual or anticipated variations in quarterly results of operations.
|
•
|
Recommendations by securities analysts.
|
•
|
Operating and stock price performance of other companies that investors deem comparable to the Company.
|
•
|
News reports relating to trends, concerns, and other issues in the financial services industry.
|
•
|
Perceptions in the marketplace regarding the Company and/or its competitors.
|
•
|
New technology used or services offered by competitors.
|
•
|
Significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving the Company or its competitors.
|
•
|
Failure to integrate acquisitions or realize anticipated benefits from acquisitions.
|
•
|
Changes in government regulations.
|
•
|
Geopolitical conditions, such as acts or threats of terrorism or military conflicts.
|
|
|
2018
|
|
|
2017
|
||||||||||||||||||||||||||||
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Market price of Common Stock
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
||||||||
High
|
|
$
|
27.38
|
|
|
$
|
27.70
|
|
|
$
|
27.40
|
|
|
$
|
26.55
|
|
|
|
$
|
25.86
|
|
|
$
|
24.00
|
|
|
$
|
24.72
|
|
|
$
|
25.83
|
|
Low
|
|
18.10
|
|
|
25.31
|
|
|
23.93
|
|
|
23.44
|
|
|
|
22.03
|
|
|
20.50
|
|
|
21.61
|
|
|
22.19
|
|
||||||||
Cash dividends declared per
common share
|
|
0.12
|
|
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.09
|
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
First Midwest Bancorp, Inc.
|
|
$
|
100.00
|
|
|
$
|
99.41
|
|
|
$
|
109.23
|
|
|
$
|
152.30
|
|
|
$
|
147.35
|
|
|
$
|
123.90
|
|
NASDAQ Composite
|
|
100.00
|
|
|
114.62
|
|
|
122.81
|
|
|
133.19
|
|
|
172.11
|
|
|
165.84
|
|
||||||
NASDAQ Banks
|
|
100.00
|
|
|
104.89
|
|
|
113.29
|
|
|
155.71
|
|
|
164.24
|
|
|
136.99
|
|
(1)
|
Assumes $100 invested on December 31,
2013
with the reinvestment of all related dividends.
|
|
|
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
|
|||||
October 1 – October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,487,947
|
|
November 1 – November 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,487,947
|
|
|
December 1 – December 31, 2018
|
|
2,668
|
|
|
20.19
|
|
|
—
|
|
|
2,487,947
|
|
|
Total
|
|
2,668
|
|
|
$
|
20.19
|
|
|
—
|
|
|
|
|
(1)
|
Consists of shares acquired pursuant to the Company's share-based compensation plans and not the Company's Board-approved stock repurchase program. Under the terms of the Company's share-based compensation plans, the Company accepts previously owned shares of Common Stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted shares.
|
(1)
|
This ratio is a non-GAAP measure. For a discussion of non-GAAP financial measures, see the "Non-GAAP Financial Information and Reconciliations" section of "Management Discussion and Analysis of Financial Condition and Results of Operations" in item 7 of this Form 10-K.
|
(2)
|
Basel III Capital Rules became effective for the Company on January 1, 2015. These rules revise the risk-based capital requirements and introduce a new capital measure, CET1 to risk-weighted assets. As a result, ratios subsequent to December 31, 2014 are computed using the new rules and prior periods presented are reported using the regulatory guidance applicable at that time.
|
•
|
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 ("DTAs"), (ii) Tier 1 capital, which consists of CET1 and the remaining portion of disallowed deferred tax assets, and (iii) Tier 2 capital, which includes qualifying subordinated debt, qualifying trust-preferred securities, and the allowance for credit losses, subject to limitations. During 2018, the Company's total assets surpassed $15 billion, requiring the Company to treat outstanding trust-preferred securities as Tier 2 capital instead of Tier 1 capital.
|
•
|
Management's ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income.
|
•
|
Asset and liability matching risks and liquidity risks.
|
•
|
Fluctuations in the value of our investment securities.
|
•
|
The ability to attract and retain senior management experienced in banking and financial services.
|
•
|
The sufficiency of the allowance for credit losses to absorb the amount of actual losses inherent in the existing loan portfolio.
|
•
|
The models and assumptions underlying the establishment of the allowance for credit losses and estimation of values of collateral and various financial assets and liabilities may be inadequate.
|
•
|
Credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio.
|
•
|
The effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere providing similar services.
|
•
|
Changes in the economic environment, competition, or other factors that may influence the anticipated growth rate of loans and deposits, the quality of the loan portfolio, and loan and deposit pricing.
|
•
|
Changes in general economic or industry conditions, nationally or in the communities in which we conduct business.
|
•
|
Volatility of rate sensitive deposits.
|
•
|
Our ability to adapt successfully to technological changes to compete effectively in the marketplace.
|
•
|
Operational risks, including data processing system failures, vendor failures, fraud, or breaches.
|
•
|
Our ability to successfully pursue acquisition and expansion strategies and integrate any acquired companies.
|
•
|
The impact of liabilities arising from legal or administrative proceedings, enforcement of bank regulations, and enactment or application of laws or regulations.
|
•
|
Governmental monetary and fiscal policies and legislative and regulatory changes (including those implementing provisions of the Dodd-Frank Act) that may result in the imposition of costs and constraints through, for example, higher FDIC insurance premiums, significant fluctuations in market interest rates, increases in capital or liquidity requirements, operational limitations, or compliance costs.
|
•
|
Changes in federal and state tax laws or interpretations, including changes affecting tax rates, income not subject to tax under existing law and interpretations, income sourcing, or consolidation/combination rules.
|
•
|
Changes in accounting principles, policies, or guidelines affecting the businesses we conduct.
|
•
|
Acts of war or terrorism, natural disasters, and other external events.
|
•
|
Other economic, competitive, governmental, regulatory, and technological factors affecting our operations, products, services, and prices.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Results
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
582,492
|
|
|
$
|
509,716
|
|
|
$
|
378,332
|
|
Interest expense
|
|
65,870
|
|
|
37,712
|
|
|
28,641
|
|
|||
Net interest income
|
|
516,622
|
|
|
472,004
|
|
|
349,691
|
|
|||
Provision for loan losses
|
|
47,854
|
|
|
31,290
|
|
|
30,983
|
|
|||
Noninterest income
|
|
144,592
|
|
|
163,149
|
|
|
159,312
|
|
|||
Noninterest expense
|
|
416,303
|
|
|
415,909
|
|
|
339,500
|
|
|||
Income before income tax expense
|
|
197,057
|
|
|
187,954
|
|
|
138,520
|
|
|||
Income tax expense
|
|
39,187
|
|
|
89,567
|
|
|
46,171
|
|
|||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Weighted-average diluted common shares outstanding
|
|
102,854
|
|
|
101,443
|
|
|
79,810
|
|
|||
Diluted earnings per common share
|
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.14
|
|
Diluted earnings per common share, adjusted
(1)
|
|
$
|
1.67
|
|
|
$
|
1.35
|
|
|
$
|
1.22
|
|
Performance Ratios
|
|
|
|
|
|
|
||||||
Return on average common equity
|
|
8.14
|
%
|
|
5.32
|
%
|
|
7.38
|
%
|
|||
Return on average common equity, adjusted
(1)
|
|
8.91
|
%
|
|
7.45
|
%
|
|
7.86
|
%
|
|||
Return on average tangible common equity
|
|
13.87
|
%
|
|
9.44
|
%
|
|
10.77
|
%
|
|||
Return on average tangible common equity, adjusted
(1)
|
|
15.13
|
%
|
|
13.06
|
%
|
|
11.45
|
%
|
|||
Return on average assets
|
|
1.07
|
%
|
|
0.70
|
%
|
|
0.84
|
%
|
|||
Return on average assets, adjusted
(1)
|
|
1.17
|
%
|
|
0.98
|
%
|
|
0.90
|
%
|
|||
Tax-equivalent net interest margin
(1)(2)
|
|
3.90
|
%
|
|
3.87
|
%
|
|
3.60
|
%
|
|||
Efficiency ratio
(1)
|
|
57.87
|
%
|
|
60.09
|
%
|
|
62.89
|
%
|
|||
Efficiency ratio, prior presentation
(1)(3)
|
|
N/A
|
|
|
59.73
|
%
|
|
62.59
|
%
|
(1)
|
This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
(2)
|
See the section of this Item 7 titled "
Earnings Performance
" below for additional discussion and calculation of this metric.
|
(3)
|
Presented as calculated prior to 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.
|
|
|
As of December 31,
|
|
|
|
|
|||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Balance Sheet Highlights
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$
|
15,505,649
|
|
|
$
|
14,077,052
|
|
|
$
|
1,428,597
|
|
|
10.1
|
|
Total loans
|
|
11,446,783
|
|
|
10,437,812
|
|
|
1,008,971
|
|
|
9.7
|
|
|||
Total deposits
|
|
12,084,112
|
|
|
11,053,325
|
|
|
1,030,787
|
|
|
9.3
|
|
|||
Core deposits
|
|
9,543,208
|
|
|
9,406,546
|
|
|
136,662
|
|
|
1.5
|
|
|||
Loans to deposits
|
|
94.7
|
%
|
|
94.4
|
%
|
|
|
|
|
|
|
|||
Core deposits to total deposits
|
|
79.0
|
%
|
|
85.1
|
%
|
|
|
|
|
|
|
|||
Asset Quality Highlights
|
|
|
|
|
|
|
|
|
|||||||
Non-accrual loans
|
|
$
|
56,935
|
|
|
$
|
66,924
|
|
|
$
|
(9,989
|
)
|
|
(14.9
|
)
|
90 days or more past due loans, still accruing interest
(1)
|
|
8,282
|
|
|
3,555
|
|
|
4,727
|
|
|
133.0
|
|
|||
Total non-performing loans
|
|
65,217
|
|
|
70,479
|
|
|
(5,262
|
)
|
|
(7.5
|
)
|
|||
Accruing troubled debt restructurings ("TDRs")
|
|
1,866
|
|
|
1,796
|
|
|
70
|
|
|
3.9
|
|
|||
OREO
|
|
12,821
|
|
|
20,851
|
|
|
(8,030
|
)
|
|
(38.5
|
)
|
|||
Total non-performing assets
|
|
$
|
79,904
|
|
|
$
|
93,126
|
|
|
$
|
(13,222
|
)
|
|
(14.2
|
)
|
30-89 days past due loans
(1)
|
|
$
|
37,524
|
|
|
$
|
39,725
|
|
|
$
|
(2,201
|
)
|
|
(5.5
|
)
|
Non-performing assets to loans plus OREO
|
|
0.70
|
%
|
|
0.89
|
%
|
|
|
|
|
|||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|||||||
Allowance for credit losses
|
|
$
|
103,419
|
|
|
$
|
96,729
|
|
|
$
|
6,690
|
|
|
6.9
|
|
Allowance for credit losses to total loans
(2)
|
|
0.90
|
%
|
|
0.93
|
%
|
|
|
|
|
|
|
|||
Allowance for credit losses to total loans, excluding
acquired loans
(3)
|
|
1.01
|
%
|
|
1.07
|
%
|
|
|
|
|
|||||
Allowance for credit losses to non-accrual loans
(2)
|
|
181.64
|
%
|
|
144.54
|
%
|
|
|
|
|
(1)
|
Purchased credit impaired ("PCI") loans with 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 on acquired loans 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 of this Item 7 titled "
Loan Portfolio and Credit Quality
."
|
(3)
|
This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||
|
|
2018
|
|
|
2017
|
|
|
2016
|
||||||||||||||||||||||||
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate (%) |
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate (%) |
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate (%) |
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other interest-earning assets
|
|
$
|
142,202
|
|
|
$
|
2,047
|
|
|
1.44
|
|
|
$
|
229,814
|
|
|
$
|
2,643
|
|
|
1.15
|
|
|
$
|
250,553
|
|
|
$
|
1,603
|
|
|
0.64
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trading - taxable
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,462
|
|
|
251
|
|
|
1.29
|
|
|
17,795
|
|
|
229
|
|
|
1.29
|
||||||
Equity - taxable
(1)
|
|
30,140
|
|
|
505
|
|
|
1.68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||||||
Investment securities - taxable
|
|
1,946,759
|
|
|
50,339
|
|
|
2.59
|
|
|
1,681,978
|
|
|
35,569
|
|
|
2.11
|
|
|
1,454,713
|
|
|
28,724
|
|
|
1.97
|
||||||
Investment securities -
nontaxable
(2)
|
|
232,309
|
|
|
5,060
|
|
|
2.18
|
|
|
262,169
|
|
|
9,759
|
|
|
3.72
|
|
|
310,949
|
|
|
13,521
|
|
|
4.35
|
||||||
Total securities
|
|
2,209,208
|
|
|
55,904
|
|
|
2.53
|
|
|
1,963,609
|
|
|
45,579
|
|
|
2.32
|
|
|
1,783,457
|
|
|
42,474
|
|
|
2.38
|
||||||
FHLB and Federal Reserve
Bank stock
|
|
81,434
|
|
|
2,747
|
|
|
3.37
|
|
|
60,649
|
|
|
1,626
|
|
|
2.68
|
|
|
47,001
|
|
|
1,041
|
|
|
2.21
|
||||||
Loans
(2)(3)
|
|
10,921,795
|
|
|
526,068
|
|
|
4.82
|
|
|
10,163,119
|
|
|
467,829
|
|
|
4.60
|
|
|
7,870,081
|
|
|
341,857
|
|
|
4.34
|
||||||
Total interest-earning
assets
(2)(3)
|
|
13,354,639
|
|
|
586,766
|
|
|
4.39
|
|
|
12,417,191
|
|
|
517,677
|
|
|
4.17
|
|
|
9,951,092
|
|
|
386,975
|
|
|
3.89
|
||||||
Cash and due from banks
|
|
196,709
|
|
|
|
|
|
|
|
|
187,219
|
|
|
|
|
|
|
|
|
146,070
|
|
|
|
|
|
|
||||||
Allowance for loan losses
|
|
(101,039
|
)
|
|
|
|
|
|
|
|
(95,054
|
)
|
|
|
|
|
|
|
|
(82,449
|
)
|
|
|
|
|
|
||||||
Other assets
|
|
1,351,272
|
|
|
|
|
|
|
|
|
1,469,337
|
|
|
|
|
|
|
|
|
919,527
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
14,801,581
|
|
|
|
|
|
|
|
|
$
|
13,978,693
|
|
|
|
|
|
|
|
|
$
|
10,934,240
|
|
|
|
|
|
|
|||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Savings deposits
|
|
$
|
2,031,001
|
|
|
1,464
|
|
|
0.07
|
|
|
$
|
2,039,986
|
|
|
1,568
|
|
|
0.08
|
|
|
$
|
1,629,917
|
|
|
1,174
|
|
|
0.07
|
|||
NOW accounts
|
|
2,088,317
|
|
|
6,566
|
|
|
0.31
|
|
|
1,990,021
|
|
|
2,640
|
|
|
0.13
|
|
|
1,634,029
|
|
|
1,096
|
|
|
0.07
|
||||||
Money market deposits
|
|
1,794,363
|
|
|
5,409
|
|
|
0.30
|
|
|
1,925,273
|
|
|
2,739
|
|
|
0.14
|
|
|
1,639,746
|
|
|
1,805
|
|
|
0.11
|
||||||
Total interest-bearing
core deposits
|
|
5,913,681
|
|
|
13,439
|
|
|
0.23
|
|
|
5,955,280
|
|
|
6,947
|
|
|
0.12
|
|
|
4,903,692
|
|
|
4,075
|
|
|
0.08
|
||||||
Time deposits
|
|
1,979,530
|
|
|
24,335
|
|
|
1.23
|
|
|
1,558,831
|
|
|
9,237
|
|
|
0.59
|
|
|
1,230,658
|
|
|
5,788
|
|
|
0.47
|
||||||
Total interest-bearing
deposits
|
|
7,893,211
|
|
|
37,774
|
|
|
0.48
|
|
|
7,514,111
|
|
|
16,184
|
|
|
0.22
|
|
|
6,134,350
|
|
|
9,863
|
|
|
0.16
|
||||||
Borrowed funds
|
|
946,536
|
|
|
15,388
|
|
|
1.63
|
|
|
622,091
|
|
|
9,100
|
|
|
1.46
|
|
|
497,563
|
|
|
6,313
|
|
|
1.27
|
||||||
Senior and subordinated debt
|
|
197,564
|
|
|
12,708
|
|
|
6.43
|
|
|
194,891
|
|
|
12,428
|
|
|
6.38
|
|
|
197,515
|
|
|
12,465
|
|
|
6.31
|
||||||
Total interest-bearing
liabilities
|
|
9,037,311
|
|
|
65,870
|
|
|
0.73
|
|
|
8,331,093
|
|
|
37,712
|
|
|
0.45
|
|
|
6,829,428
|
|
|
28,641
|
|
|
0.42
|
||||||
Demand deposits
|
|
3,600,369
|
|
|
|
|
|
|
|
|
3,520,737
|
|
|
|
|
|
|
|
|
2,711,687
|
|
|
|
|
|
|
||||||
Total funding sources
|
|
12,637,680
|
|
|
|
|
0.52
|
|
|
11,851,830
|
|
|
|
|
0.32
|
|
|
9,541,115
|
|
|
|
|
0.30
|
|||||||||
Other liabilities
|
|
241,374
|
|
|
|
|
|
|
|
|
293,983
|
|
|
|
|
|
|
|
|
156,519
|
|
|
|
|
|
|
||||||
Stockholders' equity - common
|
|
1,922,527
|
|
|
|
|
|
|
|
|
1,832,880
|
|
|
|
|
|
|
|
|
1,236,606
|
|
|
|
|
|
|
||||||
Total liabilities and
stockholders' equity
|
|
$
|
14,801,581
|
|
|
|
|
|
|
|
|
$
|
13,978,693
|
|
|
|
|
|
|
|
|
$
|
10,934,240
|
|
|
|
|
|
|
|||
Tax-equivalent net interest
income/margin
(2)
|
|
|
|
|
520,896
|
|
|
3.90
|
|
|
|
|
|
479,965
|
|
|
3.87
|
|
|
|
|
|
358,334
|
|
|
3.60
|
||||||
Tax-equivalent adjustment
|
|
|
|
(4,274
|
)
|
|
|
|
|
|
|
(7,961
|
)
|
|
|
|
|
|
|
(8,643
|
)
|
|
|
|||||||||
Net interest income (GAAP)
|
|
|
|
|
$
|
516,622
|
|
|
|
|
|
|
|
|
$
|
472,004
|
|
|
|
|
|
|
|
|
$
|
349,691
|
|
|
|
|||
Impact of acquired loan
accretion
(2)
|
|
|
|
$
|
19,548
|
|
|
0.15
|
|
|
|
|
$
|
33,923
|
|
|
0.28
|
|
|
|
|
$
|
14,568
|
|
|
0.15
|
||||||
Tax-equivalent net interest
income/margin, adjusted
(2)
|
|
|
|
$
|
501,348
|
|
|
3.75
|
|
|
|
|
$
|
446,042
|
|
|
3.59
|
|
|
|
|
$
|
343,766
|
|
|
3.45
|
(1)
|
As a result of accounting guidance adopted in 2018, equity securities are no longer presented within trading securities or securities available-for-sale and are now presented as equity securities in the Consolidated Statements of Financial Condition for periods subsequent to December 31, 2017.
|
(2)
|
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 the prior periods are presented using the federal income tax rate applicable at that time of 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. For a discussion of tax-equivalent net interest income/margin, net interest income (GAAP), and tax-equivalent net interest income/margin, adjusted, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
(3)
|
Non-accrual loans, which totaled
$56.9 million
as of
December 31, 2018
, $66.9 million as of
December 31, 2017
, and $59.3 million as of
December 31, 2016
, are included in loans for purposes of this analysis. Additional detail regarding non-accrual loans is presented in the section of this Item 7 titled "
Non-Performing Assets and Performing Potential Problem Loans
."
|
|
|
2018 compared to 2017
|
|
|
2017 compared to 2016
|
||||||||||||||||||||
|
|
Volume
|
|
Rate
|
|
Total
|
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Other interest-earning assets
|
|
$
|
(1,757
|
)
|
|
$
|
1,161
|
|
|
$
|
(596
|
)
|
|
|
$
|
(121
|
)
|
|
$
|
1,161
|
|
|
$
|
1,040
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trading – taxable
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Equity – taxable
|
|
505
|
|
|
—
|
|
|
505
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Investment securities – taxable
|
|
6,072
|
|
|
8,698
|
|
|
14,770
|
|
|
|
4,656
|
|
|
2,189
|
|
|
6,845
|
|
||||||
Investment securities – nontaxable
(2)
|
|
(1,013
|
)
|
|
(3,686
|
)
|
|
(4,699
|
)
|
|
|
(1,314
|
)
|
|
(2,448
|
)
|
|
(3,762
|
)
|
||||||
Total securities
|
|
5,313
|
|
|
5,012
|
|
|
10,325
|
|
|
|
3,364
|
|
|
(259
|
)
|
|
3,105
|
|
||||||
FHLB and Federal Reserve Bank stock
|
|
639
|
|
|
482
|
|
|
1,121
|
|
|
|
338
|
|
|
247
|
|
|
585
|
|
||||||
Loans
(2)
|
|
35,497
|
|
|
22,742
|
|
|
58,239
|
|
|
|
104,488
|
|
|
21,484
|
|
|
125,972
|
|
||||||
Total tax-equivalent interest income
(2)
|
|
39,692
|
|
|
29,397
|
|
|
69,089
|
|
|
|
108,069
|
|
|
22,633
|
|
|
130,702
|
|
||||||
Savings deposits
|
|
(3
|
)
|
|
(101
|
)
|
|
(104
|
)
|
|
|
251
|
|
|
143
|
|
|
394
|
|
||||||
NOW accounts
|
|
135
|
|
|
3,791
|
|
|
3,926
|
|
|
|
313
|
|
|
1,231
|
|
|
1,544
|
|
||||||
Money market deposits
|
|
(169
|
)
|
|
2,839
|
|
|
2,670
|
|
|
|
364
|
|
|
570
|
|
|
934
|
|
||||||
Total interest-bearing core deposits
|
|
(37
|
)
|
|
6,529
|
|
|
6,492
|
|
|
|
928
|
|
|
1,944
|
|
|
2,872
|
|
||||||
Time deposits
|
|
3,008
|
|
|
12,090
|
|
|
15,098
|
|
|
|
1,762
|
|
|
1,687
|
|
|
3,449
|
|
||||||
Total interest-bearing deposits
|
|
2,971
|
|
|
18,619
|
|
|
21,590
|
|
|
|
2,690
|
|
|
3,631
|
|
|
6,321
|
|
||||||
Borrowed funds
|
|
5,311
|
|
|
977
|
|
|
6,288
|
|
|
|
1,617
|
|
|
1,170
|
|
|
2,787
|
|
||||||
Senior and subordinated debt
|
|
179
|
|
|
101
|
|
|
280
|
|
|
|
(219
|
)
|
|
182
|
|
|
(37
|
)
|
||||||
Total interest expense
|
|
8,461
|
|
|
19,697
|
|
|
28,158
|
|
|
|
4,088
|
|
|
4,983
|
|
|
9,071
|
|
||||||
Tax-equivalent net interest income
(2)
|
|
$
|
31,231
|
|
|
$
|
9,700
|
|
|
$
|
40,931
|
|
|
|
$
|
103,981
|
|
|
$
|
17,650
|
|
|
$
|
121,631
|
|
(1)
|
For purposes of this table, changes which are not due solely to volume changes or rate changes are allocated to each category on the basis of the percentage relationship of each to the sum of the two.
|
(2)
|
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 the prior periods are presented using the federal income tax rate applicable at that time of 35%. For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018-2017
|
|
2017-2016
|
||||||||
Service charges on deposit accounts
|
|
$
|
48,715
|
|
|
$
|
48,368
|
|
|
$
|
40,665
|
|
|
0.7
|
|
|
18.9
|
|
Wealth management fees
|
|
43,512
|
|
|
41,321
|
|
|
33,071
|
|
|
5.3
|
|
|
24.9
|
|
|||
Card-based fees, net
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Card-based fees
|
|
24,552
|
|
|
28,992
|
|
|
29,104
|
|
|
(15.3
|
)
|
|
(0.4
|
)
|
|||
Cardholder expenses
|
|
(7,528
|
)
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|||
Card-based fees, net
|
|
17,024
|
|
|
28,992
|
|
|
29,104
|
|
|
(41.3
|
)
|
|
(0.4
|
)
|
|||
Capital market products income
|
|
7,721
|
|
|
8,171
|
|
|
10,024
|
|
|
(5.5
|
)
|
|
(18.5
|
)
|
|||
Mortgage banking income
|
|
7,094
|
|
|
8,131
|
|
|
10,162
|
|
|
(12.8
|
)
|
|
(20.0
|
)
|
|||
Merchant servicing fees, net
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merchant servicing fees
|
|
10,058
|
|
|
10,340
|
|
|
12,533
|
|
|
(2.7
|
)
|
|
(17.5
|
)
|
|||
Merchant card expenses
|
|
(8,593
|
)
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|||
Merchant servicing fees, net
|
|
1,465
|
|
|
10,340
|
|
|
12,533
|
|
|
(85.8
|
)
|
|
(17.5
|
)
|
|||
Other service charges, commissions, and fees
|
|
9,425
|
|
|
9,843
|
|
|
9,542
|
|
|
(4.2
|
)
|
|
3.2
|
|
|||
Total fee-based revenues
|
|
134,956
|
|
|
155,166
|
|
|
145,101
|
|
|
(13.0
|
)
|
|
6.9
|
|
|||
Net securities gains (losses)
(3)
|
|
—
|
|
|
(1,876
|
)
|
|
1,420
|
|
|
(100.0
|
)
|
|
(232.1
|
)
|
|||
Other income
(4)
|
|
9,636
|
|
|
9,859
|
|
|
7,282
|
|
|
(2.3
|
)
|
|
35.4
|
|
|||
Net gain on sale-leaseback transaction
|
|
—
|
|
|
—
|
|
|
5,509
|
|
|
—
|
|
|
(100.0
|
)
|
|||
Total noninterest income
|
|
$
|
144,592
|
|
|
$
|
163,149
|
|
|
$
|
159,312
|
|
|
(11.4
|
)
|
|
2.4
|
|
Accounting reclassification
(1)
|
|
$
|
—
|
|
|
$
|
(15,700
|
)
|
|
$
|
(16,594
|
)
|
|
(100.0
|
)
|
|
(5.4
|
)
|
Net securities (gains) losses
(3)
|
|
—
|
|
|
1,876
|
|
|
(1,420
|
)
|
|
(100.0
|
)
|
|
(232.1
|
)
|
|||
Total noninterest income, adjusted
(5)
|
|
$
|
144,592
|
|
|
$
|
149,325
|
|
|
$
|
141,298
|
|
|
(3.2
|
)
|
|
5.7
|
|
(1)
|
As a result of accounting guidance adopted in 2018 (the "accounting reclassification"), certain noninterest income line items and the related noninterest expense line items that are presented on a gross period 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-K.
|
(2)
|
Card-based fees consist of debit and credit card interchange fees for processing transactions as well as various fees on both customer and non-customer ATM and point-of-sale transactions processed through the ATM and point-of-sale networks, as well as the related cardholder expense.
|
(3)
|
For a discussion of this item, see the section of this Item 7 titled "
Investment Portfolio Management
."
|
(4)
|
Other income consists primarily of BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.
|
(5)
|
For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018-2017
|
|
2017-2016
|
||||||||
Salaries and employee benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salaries and wages
|
|
$
|
181,164
|
|
|
$
|
182,507
|
|
|
$
|
151,341
|
|
|
(0.7
|
)
|
|
20.6
|
|
Retirement and other employee benefits
|
|
43,104
|
|
|
41,886
|
|
|
33,309
|
|
|
2.9
|
|
|
25.7
|
|
|||
Total salaries and employee benefits
|
|
224,268
|
|
|
224,393
|
|
|
184,650
|
|
|
(0.1
|
)
|
|
21.5
|
|
|||
Net occupancy and equipment expense
|
|
53,434
|
|
|
49,751
|
|
|
41,154
|
|
|
7.4
|
|
|
20.9
|
|
|||
Professional services
|
|
32,681
|
|
|
33,689
|
|
|
25,122
|
|
|
(3.0
|
)
|
|
34.1
|
|
|||
Technology and related costs
|
|
19,220
|
|
|
18,068
|
|
|
14,765
|
|
|
6.4
|
|
|
22.4
|
|
|||
FDIC premiums
|
|
10,584
|
|
|
8,987
|
|
|
6,268
|
|
|
17.8
|
|
|
43.4
|
|
|||
Advertising and promotions
|
|
9,248
|
|
|
8,694
|
|
|
7,787
|
|
|
6.4
|
|
|
11.6
|
|
|||
Amortization of other intangible assets
|
|
7,444
|
|
|
7,865
|
|
|
4,682
|
|
|
(5.4
|
)
|
|
68.0
|
|
|||
Net OREO expense
|
|
1,162
|
|
|
4,683
|
|
|
3,024
|
|
|
(75.2
|
)
|
|
54.9
|
|
|||
Merchant card expense
(1)
|
|
—
|
|
|
8,377
|
|
|
10,782
|
|
|
(100.0
|
)
|
|
(22.3
|
)
|
|||
Cardholder expenses
(1)
|
|
—
|
|
|
7,323
|
|
|
5,812
|
|
|
(100.0
|
)
|
|
26.0
|
|
|||
Other expenses
|
|
28,236
|
|
|
23,956
|
|
|
20,152
|
|
|
17.9
|
|
|
18.9
|
|
|||
Delivering Excellence implementation costs
|
|
20,413
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|||
Acquisition and integration related expenses
|
|
9,613
|
|
|
20,123
|
|
|
14,352
|
|
|
(52.2
|
)
|
|
40.2
|
|
|||
Lease cancellation fee
|
|
—
|
|
|
—
|
|
|
950
|
|
|
—
|
|
|
(100.0
|
)
|
|||
Total noninterest expense
(1)
|
|
$
|
416,303
|
|
|
$
|
415,909
|
|
|
$
|
339,500
|
|
|
0.1
|
|
|
22.5
|
|
Delivering Excellence implementation costs
|
|
$
|
(20,413
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
100.0
|
|
|
—
|
|
Acquisition and integration related expenses
|
|
(9,613
|
)
|
|
(20,123
|
)
|
|
(14,352
|
)
|
|
(52.2
|
)
|
|
40.2
|
|
|||
Accounting reclassification
(1)
|
|
—
|
|
|
(15,700
|
)
|
|
(16,594
|
)
|
|
(100.0
|
)
|
|
(5.4
|
)
|
|||
Special bonus
|
|
—
|
|
|
(1,915
|
)
|
|
—
|
|
|
(100.0
|
)
|
|
100.0
|
|
|||
Charitable contribution
|
|
—
|
|
|
(1,600
|
)
|
|
—
|
|
|
(100.0
|
)
|
|
100.0
|
|
|||
Lease cancellation fee
|
|
—
|
|
|
—
|
|
|
(950
|
)
|
|
—
|
|
|
(100.0
|
)
|
|||
Total noninterest expense, adjusted
(2)
|
|
$
|
386,277
|
|
|
$
|
376,571
|
|
|
$
|
307,604
|
|
|
2.6
|
|
|
22.4
|
|
(1)
|
As a result of the accounting reclassification, certain noninterest income line items and the related noninterest expense line items that are presented on a gross period 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-K.
|
(2)
|
For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income tax expense
|
|
$
|
197,057
|
|
|
$
|
187,954
|
|
|
$
|
138,520
|
|
Income tax expense:
|
|
|
|
|
|
|
||||||
Federal income tax expense
|
|
$
|
27,986
|
|
|
$
|
81,321
|
|
|
$
|
38,962
|
|
State income tax expense
|
|
11,201
|
|
|
8,246
|
|
|
7,209
|
|
|||
Total income tax expense
|
|
$
|
39,187
|
|
|
$
|
89,567
|
|
|
$
|
46,171
|
|
Effective income tax rate
|
|
19.9
|
%
|
|
47.7
|
%
|
|
33.3
|
%
|
|||
Effective income tax rate, adjusted
(1)
|
|
23.8
|
%
|
|
35.0
|
%
|
|
33.3
|
%
|
(1)
|
For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
As of December 31,
|
||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
|
|
Amortized Cost
|
|
Fair Value
|
|
% of Total
|
|
Amortized Cost
|
|
Fair Value
|
|
% of Total
|
|
Amortized Cost
|
|
Fair Value
|
|
% of Total
|
||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. treasury securities
|
|
$
|
37,925
|
|
|
$
|
37,767
|
|
|
1.7
|
|
$
|
46,529
|
|
|
$
|
46,345
|
|
|
2.5
|
|
$
|
48,581
|
|
|
$
|
48,541
|
|
|
2.5
|
U.S. agency securities
|
|
144,125
|
|
|
142,563
|
|
|
6.3
|
|
157,636
|
|
|
156,847
|
|
|
8.3
|
|
183,528
|
|
|
183,637
|
|
|
9.6
|
||||||
CMOs
|
|
1,336,531
|
|
|
1,315,209
|
|
|
57.9
|
|
1,113,019
|
|
|
1,095,186
|
|
|
58.1
|
|
1,064,130
|
|
|
1,047,446
|
|
|
54.6
|
||||||
MBSs
|
|
477,665
|
|
|
466,934
|
|
|
20.6
|
|
373,676
|
|
|
369,543
|
|
|
19.6
|
|
337,139
|
|
|
332,655
|
|
|
17.3
|
||||||
Municipal securities
|
|
229,600
|
|
|
227,187
|
|
|
10.0
|
|
209,558
|
|
|
208,991
|
|
|
11.1
|
|
273,319
|
|
|
270,846
|
|
|
14.1
|
||||||
CDOs
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
47,681
|
|
|
33,260
|
|
|
1.7
|
||||||
Corporate debt
securities
|
|
86,074
|
|
|
82,349
|
|
|
3.6
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
||||||
Equity securities
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
7,408
|
|
|
7,297
|
|
|
0.4
|
|
3,206
|
|
|
3,065
|
|
|
0.2
|
||||||
Total securities
available-for-sale
|
|
$
|
2,311,920
|
|
|
$
|
2,272,009
|
|
|
100.0
|
|
$
|
1,907,826
|
|
|
$
|
1,884,209
|
|
|
100.0
|
|
$
|
1,957,584
|
|
|
$
|
1,919,450
|
|
|
100.0
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Municipal securities
|
|
$
|
10,176
|
|
|
$
|
9,871
|
|
|
|
|
$
|
13,760
|
|
|
$
|
12,013
|
|
|
|
|
$
|
22,291
|
|
|
$
|
18,212
|
|
|
|
Equity Securities
(1)
|
|
|
|
$
|
30,806
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
||||||
Trading Securities
(1)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
20,447
|
|
|
|
|
|
|
$
|
17,920
|
|
|
|
(1)
|
As a result of accounting guidance adopted in 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 Condensed Consolidated Financial Statements" in Item 8 of this Form 10-K.
|
|
|
As of December 31,
|
||||||||||||||||
|
|
2018
|
|
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
|
|
1.08
|
%
|
|
1.12
|
|
|
2.23
|
%
|
|
1.01
|
%
|
|
1.03
|
|
|
1.30
|
%
|
U.S. agency securities
|
|
1.56
|
%
|
|
2.97
|
|
|
2.29
|
%
|
|
1.80
|
%
|
|
3.22
|
|
|
1.74
|
%
|
CMOs
|
|
3.53
|
%
|
|
4.71
|
|
|
2.72
|
%
|
|
3.36
|
%
|
|
4.51
|
|
|
2.35
|
%
|
MBSs
|
|
4.26
|
%
|
|
5.63
|
|
|
2.76
|
%
|
|
3.77
|
%
|
|
5.29
|
|
|
2.30
|
%
|
Municipal securities
|
|
4.81
|
%
|
|
5.05
|
|
|
2.65
|
%
|
|
4.47
|
%
|
|
4.87
|
|
|
3.04
|
%
|
Corporate debt securities
|
|
0.00
|
%
|
|
6.93
|
|
|
3.53
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total securities available-for-sale
|
|
3.51
|
%
|
|
4.85
|
|
|
2.72
|
%
|
|
3.38
|
%
|
|
4.51
|
|
|
2.34
|
%
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal securities
|
|
1.27
|
%
|
|
1.35
|
|
|
3.54
|
%
|
|
5.33
|
%
|
|
7.15
|
|
|
4.55
|
%
|
(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 expected 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.
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||
|
|
One Year or Less
|
|
One Year to Five Years
|
|
Five Years to Ten Years
|
|
After 10 years
|
||||||||||||||||||||
|
|
Amortized Cost
|
|
Yield to Maturity
(1)
|
|
Amortized Cost
|
|
Yield to Maturity
(1)
|
|
Amortized Cost
|
|
Yield to Maturity
(1)
|
|
Amortized Cost
|
|
Yield to Maturity
(1)
|
||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. treasury securities
|
|
$
|
22,928
|
|
|
2.20
|
%
|
|
$
|
14,997
|
|
|
2.28
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
U.S. agency securities
|
|
80,725
|
|
|
2.52
|
%
|
|
63,400
|
|
|
2.00
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||||
CMOs
(2)
|
|
147,310
|
|
|
2.72
|
%
|
|
633,377
|
|
|
2.72
|
%
|
|
—
|
|
|
—
|
%
|
|
555,844
|
|
|
2.72
|
%
|
||||
MBSs
(2)
|
|
55,566
|
|
|
2.78
|
%
|
|
170,851
|
|
|
2.78
|
%
|
|
—
|
|
|
—
|
%
|
|
251,248
|
|
|
2.75
|
%
|
||||
Municipal securities
(3)
|
|
9,895
|
|
|
2.74
|
%
|
|
97,951
|
|
|
2.74
|
%
|
|
121,754
|
|
|
2.57
|
%
|
|
—
|
|
|
—
|
%
|
||||
Corporate debt securities
(4)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
86,074
|
|
|
3.53
|
%
|
|
—
|
|
|
—
|
%
|
||||
Total available-for-sale
securities
|
|
$
|
316,424
|
|
|
2.64
|
%
|
|
$
|
980,576
|
|
|
2.68
|
%
|
|
$
|
207,828
|
|
|
2.97
|
%
|
|
$
|
807,092
|
|
|
2.73
|
%
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal securities
(3)
|
|
$
|
7,581
|
|
|
3.17
|
%
|
|
$
|
2,235
|
|
|
4.12
|
%
|
|
$
|
360
|
|
|
7.57
|
%
|
|
$
|
—
|
|
|
—
|
%
|
(1)
|
Based on amortized cost.
|
(2)
|
The repricing distributions and yields to maturity of CMOs and MBSs are based on estimated future cash flows and prepayment assumptions. Actual repricings and yields of the securities may differ from those reflected in the table depending on actual interest rates and prepayment speeds.
|
(3)
|
Yields on municipal securities are reflected on a tax-equivalent basis, assuming the applicable federal income tax rate for the periods presented. The maturity date of bonds is based on contractual maturity, unless the bond, based on current market prices, is deemed to have a high probability that the call will be exercised, in which case the call date is used as the maturity date.
|
(4)
|
Yields on equity securities are presented on a tax-equivalent basis, assuming the applicable federal income tax rate for the periods presented. Maturity dates are based on contractual maturity or repricing characteristics.
|
|
|
As of December 31,
|
||||||||||||||||||||||||||||
|
|
2018
|
|
% of
Total
|
|
2017
|
|
% of
Total
|
|
2016
|
|
% of
Total
|
|
2015
|
|
% of
Total
|
|
2014
|
|
% of
Total
|
||||||||||
Commercial and industrial
|
|
$
|
4,120,293
|
|
|
36.0
|
|
$
|
3,529,914
|
|
|
33.8
|
|
$
|
2,827,658
|
|
|
34.3
|
|
$
|
2,524,726
|
|
|
35.3
|
|
$
|
2,261,230
|
|
|
33.6
|
Agricultural
|
|
430,928
|
|
|
3.8
|
|
430,886
|
|
|
4.1
|
|
389,496
|
|
|
4.7
|
|
387,440
|
|
|
5.4
|
|
359,737
|
|
|
5.3
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office, retail, and
industrial
|
|
1,820,917
|
|
|
15.9
|
|
1,979,820
|
|
|
19.0
|
|
1,581,967
|
|
|
19.2
|
|
1,395,586
|
|
|
19.5
|
|
1,495,225
|
|
|
22.2
|
|||||
Multi-family
|
|
764,185
|
|
|
6.7
|
|
675,463
|
|
|
6.5
|
|
614,052
|
|
|
7.4
|
|
528,343
|
|
|
7.4
|
|
565,494
|
|
|
8.4
|
|||||
Construction
|
|
649,337
|
|
|
5.6
|
|
539,820
|
|
|
5.2
|
|
451,540
|
|
|
5.5
|
|
216,882
|
|
|
3.0
|
|
207,775
|
|
|
3.1
|
|||||
Other commercial
real estate |
|
1,361,810
|
|
|
11.9
|
|
1,358,515
|
|
|
13.0
|
|
979,528
|
|
|
11.9
|
|
931,368
|
|
|
13.0
|
|
897,965
|
|
|
13.3
|
|||||
Total commercial
real estate
|
|
4,596,249
|
|
|
40.1
|
|
4,553,618
|
|
|
43.7
|
|
3,627,087
|
|
|
43.9
|
|
3,072,179
|
|
|
42.9
|
|
3,166,459
|
|
|
47.0
|
|||||
Total corporate loans
|
|
9,147,470
|
|
|
79.9
|
|
8,514,418
|
|
|
81.6
|
|
6,844,241
|
|
|
82.9
|
|
5,984,345
|
|
|
83.6
|
|
5,787,426
|
|
|
85.9
|
|||||
Home equity
|
|
851,607
|
|
|
7.4
|
|
827,055
|
|
|
7.9
|
|
747,983
|
|
|
9.1
|
|
674,883
|
|
|
9.4
|
|
568,419
|
|
|
8.4
|
|||||
1-4 family mortgages
|
|
1,017,181
|
|
|
8.9
|
|
774,357
|
|
|
7.4
|
|
423,922
|
|
|
5.1
|
|
364,885
|
|
|
5.1
|
|
303,557
|
|
|
4.6
|
|||||
Installment
|
|
430,525
|
|
|
3.8
|
|
321,982
|
|
|
3.1
|
|
237,999
|
|
|
2.9
|
|
137,602
|
|
|
1.9
|
|
77,451
|
|
|
1.1
|
|||||
Total consumer loans
|
|
2,299,313
|
|
|
20.1
|
|
1,923,394
|
|
|
18.4
|
|
1,409,904
|
|
|
17.1
|
|
1,177,370
|
|
|
16.4
|
|
949,427
|
|
|
14.1
|
|||||
Total loans
|
|
$
|
11,446,783
|
|
|
100.0
|
|
$
|
10,437,812
|
|
|
100.0
|
|
$
|
8,254,145
|
|
|
100.0
|
|
$
|
7,161,715
|
|
|
100.0
|
|
$
|
6,736,853
|
|
|
100.0
|
|
|
As of December 31, 2018
|
|
|
|
|
|||||||||||||
|
|
Legacy
|
|
Acquired
(1)
|
|
Total
|
|
As of
December 31,
2017
|
|
Legacy
% Change
|
|||||||||
Commercial and industrial
|
|
$
|
4,091,101
|
|
|
$
|
29,192
|
|
|
$
|
4,120,293
|
|
|
$
|
3,529,914
|
|
|
15.9
|
|
Agricultural
|
|
430,928
|
|
|
—
|
|
|
430,928
|
|
|
430,886
|
|
|
—
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Office, retail, and industrial
|
|
1,752,169
|
|
|
68,748
|
|
|
1,820,917
|
|
|
1,979,820
|
|
|
(11.5
|
)
|
||||
Multi-family
|
|
688,921
|
|
|
75,264
|
|
|
764,185
|
|
|
675,463
|
|
|
2.0
|
|
||||
Construction
|
|
614,688
|
|
|
34,649
|
|
|
649,337
|
|
|
539,820
|
|
|
13.9
|
|
||||
Other commercial real estate
|
|
1,314,924
|
|
|
46,886
|
|
|
1,361,810
|
|
|
1,358,515
|
|
|
(3.2
|
)
|
||||
Total commercial real estate
|
|
4,370,702
|
|
|
225,547
|
|
|
4,596,249
|
|
|
4,553,618
|
|
|
(4.0
|
)
|
||||
Total corporate loans
|
|
8,892,731
|
|
|
254,739
|
|
|
9,147,470
|
|
|
8,514,418
|
|
|
4.4
|
|
||||
Home equity
|
|
846,201
|
|
|
5,406
|
|
|
851,607
|
|
|
827,055
|
|
|
2.3
|
|
||||
1-4 family mortgages
|
|
1,007,432
|
|
|
9,749
|
|
|
1,017,181
|
|
|
774,357
|
|
|
30.1
|
|
||||
Installment
|
|
429,167
|
|
|
1,358
|
|
|
430,525
|
|
|
321,982
|
|
|
33.3
|
|
||||
Total consumer loans
|
|
2,282,800
|
|
|
16,513
|
|
|
2,299,313
|
|
|
1,923,394
|
|
|
18.7
|
|
||||
Total loans
|
|
$
|
11,175,531
|
|
|
$
|
271,252
|
|
|
$
|
11,446,783
|
|
|
$
|
10,437,812
|
|
|
7.1
|
|
(1)
|
Amounts represent loans acquired in the Northern States transaction, which was completed in the fourth quarter of 2018.
|
|
|
As of December 31,
|
||||||||||||||||
|
|
2018
|
|
% of
Total |
|
2017
|
|
% of
Total |
|
2016
|
|
% of
Total |
||||||
Office, retail, and industrial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Office
|
|
$
|
708,146
|
|
|
15.4
|
|
$
|
844,413
|
|
|
18.5
|
|
$
|
599,572
|
|
|
16.5
|
Retail
|
|
506,099
|
|
|
11.0
|
|
471,781
|
|
|
10.4
|
|
412,614
|
|
|
11.4
|
|||
Industrial
|
|
606,672
|
|
|
13.2
|
|
663,626
|
|
|
14.6
|
|
569,781
|
|
|
15.7
|
|||
Total office, retail, and industrial
|
|
1,820,917
|
|
|
39.6
|
|
1,979,820
|
|
|
43.5
|
|
1,581,967
|
|
|
43.6
|
|||
Multi-family
|
|
764,185
|
|
|
16.7
|
|
675,463
|
|
|
14.8
|
|
614,052
|
|
|
16.9
|
|||
Construction
|
|
649,337
|
|
|
14.1
|
|
539,820
|
|
|
11.8
|
|
451,540
|
|
|
12.4
|
|||
Other commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Multi-use properties
|
|
309,199
|
|
|
6.7
|
|
330,926
|
|
|
7.3
|
|
236,430
|
|
|
6.5
|
|||
Rental properties
|
|
235,851
|
|
|
5.1
|
|
197,579
|
|
|
4.3
|
|
159,134
|
|
|
4.4
|
|||
Warehouses and storage
|
|
197,185
|
|
|
4.3
|
|
172,505
|
|
|
3.8
|
|
136,853
|
|
|
3.8
|
|||
Hotels
|
|
128,199
|
|
|
2.8
|
|
97,016
|
|
|
2.1
|
|
41,780
|
|
|
1.2
|
|||
Restaurants
|
|
115,667
|
|
|
2.5
|
|
112,547
|
|
|
2.5
|
|
63,067
|
|
|
1.7
|
|||
Service stations and truck stops
|
|
100,293
|
|
|
2.2
|
|
107,834
|
|
|
2.4
|
|
51,403
|
|
|
1.4
|
|||
Recreational
|
|
70,490
|
|
|
1.5
|
|
87,986
|
|
|
1.9
|
|
58,390
|
|
|
1.6
|
|||
Other
|
|
204,926
|
|
|
4.5
|
|
252,122
|
|
|
5.6
|
|
232,471
|
|
|
6.5
|
|||
Total other commercial real estate
|
|
1,361,810
|
|
|
29.6
|
|
1,358,515
|
|
|
29.9
|
|
979,528
|
|
|
27.1
|
|||
Total commercial real estate
|
|
$
|
4,596,249
|
|
|
100.0
|
|
$
|
4,553,618
|
|
|
100.0
|
|
$
|
3,627,087
|
|
|
100.0
|
|
|
Maturity Due In
|
||||||||||||||
|
|
One Year or Less
|
|
Greater Than One to Five Years
|
|
Greater Than Five Years
|
|
Total
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Commercial, industrial, and agricultural
|
|
$
|
1,511,485
|
|
|
$
|
2,142,650
|
|
|
$
|
897,086
|
|
|
$
|
4,551,221
|
|
Commercial real estate
|
|
1,074,293
|
|
|
2,830,939
|
|
|
691,017
|
|
|
4,596,249
|
|
||||
Total corporate loans
|
|
$
|
2,585,778
|
|
|
$
|
4,973,589
|
|
|
$
|
1,588,103
|
|
|
$
|
9,147,470
|
|
Loans by interest rate type:
|
|
|
|
|
|
|
|
|
||||||||
Fixed interest rates
|
|
$
|
1,019,435
|
|
|
$
|
1,933,044
|
|
|
$
|
345,973
|
|
|
$
|
3,298,452
|
|
Floating interest rates
|
|
1,566,343
|
|
|
3,040,545
|
|
|
1,242,130
|
|
|
5,849,018
|
|
||||
Total corporate loans
|
|
$
|
2,585,778
|
|
|
$
|
4,973,589
|
|
|
$
|
1,588,103
|
|
|
$
|
9,147,470
|
|
|
|
Accruing
|
|
|
|
|
||||||||||||||||||
|
|
PCI
(1)
|
|
Current
|
|
30-89 Days Past Due
|
|
90 Days Past Due
|
|
Non-accrual
(2)
|
|
Total
Loans |
||||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
1,175
|
|
|
$
|
4,076,842
|
|
|
$
|
8,347
|
|
|
$
|
422
|
|
|
$
|
33,507
|
|
|
$
|
4,120,293
|
|
Agricultural
|
|
3,282
|
|
|
425,041
|
|
|
940
|
|
|
101
|
|
|
1,564
|
|
|
430,928
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
|
16,556
|
|
|
1,785,561
|
|
|
8,209
|
|
|
4,081
|
|
|
6,510
|
|
|
1,820,917
|
|
||||||
Multi-family
|
|
13,663
|
|
|
745,739
|
|
|
1,487
|
|
|
189
|
|
|
3,107
|
|
|
764,185
|
|
||||||
Construction
|
|
4,838
|
|
|
640,936
|
|
|
3,419
|
|
|
—
|
|
|
144
|
|
|
649,337
|
|
||||||
Other commercial real estate
|
|
54,763
|
|
|
1,297,191
|
|
|
4,805
|
|
|
2,197
|
|
|
2,854
|
|
|
1,361,810
|
|
||||||
Total commercial real estate
|
|
89,820
|
|
|
4,469,427
|
|
|
17,920
|
|
|
6,467
|
|
|
12,615
|
|
|
4,596,249
|
|
||||||
Total corporate loans
|
|
94,277
|
|
|
8,971,310
|
|
|
27,207
|
|
|
6,990
|
|
|
47,686
|
|
|
9,147,470
|
|
||||||
Home equity
|
|
1,916
|
|
|
839,206
|
|
|
4,988
|
|
|
104
|
|
|
5,393
|
|
|
851,607
|
|
||||||
1-4 family mortgages
|
|
16,655
|
|
|
991,842
|
|
|
3,681
|
|
|
1,147
|
|
|
3,856
|
|
|
1,017,181
|
|
||||||
Installment
|
|
962
|
|
|
427,874
|
|
|
1,648
|
|
|
41
|
|
|
—
|
|
|
430,525
|
|
||||||
Total consumer loans
|
|
19,533
|
|
|
2,258,922
|
|
|
10,317
|
|
|
1,292
|
|
|
9,249
|
|
|
2,299,313
|
|
||||||
Total loans
|
|
$
|
113,810
|
|
|
$
|
11,230,232
|
|
|
$
|
37,524
|
|
|
$
|
8,282
|
|
|
$
|
56,935
|
|
|
$
|
11,446,783
|
|
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
$58,000
and $763,000 as of December 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.
|
(1)
|
PCI loans with an accretable yield are considered current and not included in past due loan totals.
|
|
|
As of December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Number of Loans
|
|
Amount
|
|
Number of Loans
|
|
Amount
|
|
Number of Loans
|
|
Amount
|
|||||||||
Commercial and industrial
|
|
6
|
|
|
$
|
6,240
|
|
|
11
|
|
|
$
|
19,223
|
|
|
3
|
|
|
$
|
431
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Office, retail, and industrial
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4,236
|
|
|
3
|
|
|
4,888
|
|
|||
Multi-family
|
|
2
|
|
|
557
|
|
|
3
|
|
|
723
|
|
|
3
|
|
|
754
|
|
|||
Other commercial real estate
|
|
1
|
|
|
181
|
|
|
1
|
|
|
192
|
|
|
3
|
|
|
316
|
|
|||
Total commercial real estate loans
|
|
3
|
|
|
738
|
|
|
8
|
|
|
5,151
|
|
|
9
|
|
|
5,958
|
|
|||
Total corporate loans
|
|
9
|
|
|
6,978
|
|
|
19
|
|
|
24,374
|
|
|
12
|
|
|
6,389
|
|
|||
Home equity
|
|
11
|
|
|
440
|
|
|
15
|
|
|
824
|
|
|
16
|
|
|
997
|
|
|||
1-4 family mortgages
|
|
11
|
|
|
1,060
|
|
|
11
|
|
|
1,131
|
|
|
11
|
|
|
1,202
|
|
|||
Total consumer loans
|
|
22
|
|
|
1,500
|
|
|
26
|
|
|
1,955
|
|
|
27
|
|
|
2,199
|
|
|||
Total TDRs
|
|
31
|
|
|
$
|
8,478
|
|
|
45
|
|
|
$
|
26,329
|
|
|
39
|
|
|
$
|
8,588
|
|
Accruing TDRs
|
|
15
|
|
|
$
|
1,866
|
|
|
14
|
|
|
$
|
1,796
|
|
|
18
|
|
|
$
|
2,291
|
|
Non-accrual TDRs
|
|
16
|
|
|
6,612
|
|
|
31
|
|
|
24,533
|
|
|
21
|
|
|
6,297
|
|
|||
Total TDRs
|
|
31
|
|
|
$
|
8,478
|
|
|
45
|
|
|
$
|
26,329
|
|
|
39
|
|
|
$
|
8,588
|
|
Year-to-date charge-offs on TDRs
|
|
|
|
|
$
|
3,925
|
|
|
|
|
|
$
|
6,345
|
|
|
|
|
|
$
|
1,492
|
|
Specific reserves related to TDRs
|
|
|
|
|
—
|
|
|
|
|
|
1,977
|
|
|
|
|
|
—
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Special
Mention (1) |
|
Substandard
(2)
|
|
Total
(3)
|
|
Special
Mention (1) |
|
Substandard
(2)
|
|
Total
(3)
|
||||||||||||
Commercial and industrial
|
|
$
|
74,878
|
|
|
$
|
59,597
|
|
|
$
|
134,475
|
|
|
$
|
70,863
|
|
|
$
|
30,074
|
|
|
$
|
100,937
|
|
Agricultural
|
|
10,070
|
|
|
11,752
|
|
|
21,822
|
|
|
10,989
|
|
|
5,732
|
|
|
16,721
|
|
||||||
Commercial real estate
|
|
109,232
|
|
|
74,886
|
|
|
184,118
|
|
|
72,749
|
|
|
69,228
|
|
|
141,977
|
|
||||||
Total corporate performing
potential problem loans
(4)
|
|
$
|
194,180
|
|
|
$
|
146,235
|
|
|
$
|
340,415
|
|
|
$
|
154,601
|
|
|
$
|
105,034
|
|
|
$
|
259,635
|
|
Corporate performing potential
problem loans to corporate loans
|
|
2.12
|
%
|
|
1.60
|
%
|
|
3.72
|
%
|
|
1.82
|
%
|
|
1.23
|
%
|
|
3.05
|
%
|
||||||
Corporate PCI performing potential
problem loans included in the total
above
|
|
$
|
14,650
|
|
|
$
|
20,638
|
|
|
$
|
35,288
|
|
|
$
|
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 a well-defined weakness 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
$630,000
as of
December 31, 2018
and $657,000 as of
December 31, 2017
.
|
(4)
|
Includes corporate PCI performing potential problem loans.
|
|
|
As of December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Single-family homes
|
|
$
|
3,337
|
|
|
$
|
837
|
|
|
$
|
2,595
|
|
Land parcels:
|
|
|
|
|
|
|
||||||
Raw land
|
|
—
|
|
|
850
|
|
|
1,464
|
|
|||
Commercial lots
|
|
2,310
|
|
|
8,698
|
|
|
8,176
|
|
|||
Single-family lots
|
|
1,962
|
|
|
2,150
|
|
|
947
|
|
|||
Total land parcels
|
|
4,272
|
|
|
11,698
|
|
|
10,587
|
|
|||
Multi-family units
|
|
—
|
|
|
48
|
|
|
48
|
|
|||
Commercial properties
|
|
5,212
|
|
|
8,268
|
|
|
12,853
|
|
|||
Total OREO
|
|
$
|
12,821
|
|
|
$
|
20,851
|
|
|
$
|
26,083
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
20,851
|
|
|
$
|
26,083
|
|
Transfers from loans
|
|
6,027
|
|
|
6,255
|
|
||
Acquired
|
|
2,549
|
|
|
8,424
|
|
||
Proceeds from sales
|
|
(16,953
|
)
|
|
(19,326
|
)
|
||
Gains on sales of OREO
|
|
1,959
|
|
|
1,451
|
|
||
OREO valuation adjustments
|
|
(1,612
|
)
|
|
(2,036
|
)
|
||
Ending balance
|
|
$
|
12,821
|
|
|
$
|
20,851
|
|
|
|
Loans, Excluding Acquired Loans
|
|
Acquired Loans
(1)
|
|
Total
|
||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
94,123
|
|
|
$
|
2,606
|
|
|
$
|
96,729
|
|
Net charge-offs
|
|
(40,786
|
)
|
|
(578
|
)
|
|
(41,364
|
)
|
|||
Provision for loan losses
|
|
48,885
|
|
|
(831
|
)
|
|
48,054
|
|
|||
Ending balance
|
|
$
|
102,222
|
|
|
$
|
1,197
|
|
|
$
|
103,419
|
|
As of December 31, 2018
|
|
|
|
|
|
|
||||||
Total loans
|
|
$
|
10,114,113
|
|
|
$
|
1,332,670
|
|
|
$
|
11,446,783
|
|
Remaining acquisition adjustment
(2)
|
|
N/A
|
|
|
76,496
|
|
|
76,496
|
|
|||
Allowance for credit losses to total loans
(3)
|
|
1.01
|
%
|
|
0.09
|
%
|
|
0.90
|
%
|
|||
Remaining acquisition adjustment to acquired loans
|
|
N/A
|
|
|
5.74
|
%
|
|
N/A
|
|
|||
Year Ended December 31, 2017
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
84,217
|
|
|
$
|
2,866
|
|
|
$
|
87,083
|
|
Net charge-offs
|
|
(21,236
|
)
|
|
(408
|
)
|
|
(21,644
|
)
|
|||
Provision for loan losses
|
|
31,142
|
|
|
148
|
|
|
31,290
|
|
|||
Ending balance
|
|
$
|
94,123
|
|
|
$
|
2,606
|
|
|
$
|
96,729
|
|
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
|
|
(1)
|
These amounts and ratios relate to the loans acquired in completed acquisitions.
|
(2)
|
The remaining acquisition adjustment consists of
$45.4 million
and
$31.1 million
relating to PCI and non-purchased credit impaired ("non-PCI") loans, respectively, as of
December 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 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Change in allowance for credit losses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
96,729
|
|
|
$
|
87,083
|
|
|
$
|
74,855
|
|
|
$
|
74,510
|
|
|
$
|
87,121
|
|
Loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, industrial, and agricultural
|
|
36,477
|
|
|
22,885
|
|
|
9,982
|
|
|
16,422
|
|
|
17,776
|
|
|||||
Office, retail, and industrial
|
|
2,286
|
|
|
190
|
|
|
4,707
|
|
|
2,899
|
|
|
7,388
|
|
|||||
Multi-family
|
|
5
|
|
|
—
|
|
|
307
|
|
|
568
|
|
|
948
|
|
|||||
Construction
|
|
1
|
|
|
38
|
|
|
134
|
|
|
139
|
|
|
1,343
|
|
|||||
Other commercial real estate
|
|
410
|
|
|
755
|
|
|
2,932
|
|
|
2,678
|
|
|
4,975
|
|
|||||
Consumer
|
|
8,806
|
|
|
6,955
|
|
|
5,231
|
|
|
4,211
|
|
|
7,754
|
|
|||||
Total loan charge-offs
|
|
47,985
|
|
|
30,823
|
|
|
23,293
|
|
|
26,917
|
|
|
40,184
|
|
|||||
Recoveries of loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, industrial, and agricultural
|
|
2,946
|
|
|
4,150
|
|
|
2,451
|
|
|
2,588
|
|
|
3,858
|
|
|||||
Office, retail, and industrial
|
|
334
|
|
|
2,935
|
|
|
337
|
|
|
534
|
|
|
693
|
|
|||||
Multi-family
|
|
3
|
|
|
39
|
|
|
97
|
|
|
15
|
|
|
97
|
|
|||||
Construction
|
|
125
|
|
|
270
|
|
|
56
|
|
|
350
|
|
|
303
|
|
|||||
Other commercial real estate
|
|
1,532
|
|
|
244
|
|
|
524
|
|
|
2,031
|
|
|
2,487
|
|
|||||
Consumer
|
|
1,681
|
|
|
1,541
|
|
|
1,298
|
|
|
1,183
|
|
|
767
|
|
|||||
Total recoveries of loan charge-offs
|
|
6,621
|
|
|
9,179
|
|
|
4,763
|
|
|
6,701
|
|
|
8,205
|
|
|||||
Net loan charge-offs
|
|
41,364
|
|
|
21,644
|
|
|
18,530
|
|
|
20,216
|
|
|
31,979
|
|
|||||
Provision for loan losses
|
|
47,854
|
|
|
31,290
|
|
|
30,983
|
|
|
21,152
|
|
|
19,168
|
|
|||||
Increase (decrease) in reserve for unfunded
commitments
(1)
|
|
200
|
|
|
—
|
|
|
(225
|
)
|
|
(591
|
)
|
|
200
|
|
|||||
Total provision for loan losses and
other expense
|
|
48,054
|
|
|
31,290
|
|
|
30,758
|
|
|
20,561
|
|
|
19,368
|
|
|||||
Ending balance
|
|
$
|
103,419
|
|
|
$
|
96,729
|
|
|
$
|
87,083
|
|
|
$
|
74,855
|
|
|
$
|
74,510
|
|
Allowance for credit losses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
|
$
|
102,219
|
|
|
$
|
95,729
|
|
|
$
|
86,083
|
|
|
$
|
73,630
|
|
|
$
|
72,694
|
|
Reserve for unfunded commitments
|
|
1,200
|
|
|
1,000
|
|
|
1,000
|
|
|
1,225
|
|
|
1,816
|
|
|||||
Total allowance for credit losses
|
|
$
|
103,419
|
|
|
$
|
96,729
|
|
|
$
|
87,083
|
|
|
$
|
74,855
|
|
|
$
|
74,510
|
|
Allowance for credit losses to loans
(2)
|
|
0.90
|
%
|
|
0.93
|
%
|
|
1.06
|
%
|
|
1.05
|
%
|
|
1.11
|
%
|
|||||
Allowance for credit losses to loans,
excluding acquired loans
(3)
|
|
1.01
|
%
|
|
1.07
|
%
|
|
1.11
|
%
|
|
1.11
|
%
|
|
1.24
|
%
|
|||||
Allowance for credit losses to
non-accrual loans
|
|
181.64
|
%
|
|
144.54
|
%
|
|
146.88
|
%
|
|
254.35
|
%
|
|
112.63
|
%
|
|||||
Allowance for credit losses to
non-performing loans
|
|
158.58
|
%
|
|
137.25
|
%
|
|
135.44
|
%
|
|
230.42
|
%
|
|
103.01
|
%
|
|||||
Average loans
|
|
$
|
10,921,795
|
|
|
$
|
10,163,119
|
|
|
$
|
7,864,851
|
|
|
$
|
6,858,193
|
|
|
$
|
6,109,928
|
|
Net loan charge-offs to average loans
|
|
0.38
|
%
|
|
0.21
|
%
|
|
0.24
|
%
|
|
0.29
|
%
|
|
0.52
|
%
|
(1)
|
Included in other noninterest expense in the Consolidated Statements of Income.
|
(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. 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.
|
(3)
|
This item is a non-GAAP measure. For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
As of December 31,
|
||||||||||||||||||||||||||||
|
|
2018
|
|
% of Total Loans
(1)
|
|
2017
|
|
% of Total Loans
(1)
|
|
2016
|
|
% of Total Loans
(1)
|
|
2015
|
|
% of Total Loans
(1)
|
|
2014
|
|
% of Total Loans
(1)
|
||||||||||
Commercial, industrial, and
agricultural
|
|
$
|
63,276
|
|
|
39.8
|
|
$
|
55,791
|
|
|
37.9
|
|
$
|
40,709
|
|
|
39.0
|
|
$
|
37,074
|
|
|
40.7
|
|
$
|
31,177
|
|
|
38.9
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office, retail, and
industrial
|
|
7,900
|
|
|
15.9
|
|
10,996
|
|
|
19.0
|
|
17,595
|
|
|
19.2
|
|
13,124
|
|
|
19.5
|
|
13,053
|
|
|
22.2
|
|||||
Multi-family
|
|
2,464
|
|
|
6.7
|
|
2,534
|
|
|
6.5
|
|
3,261
|
|
|
7.4
|
|
2,469
|
|
|
7.4
|
|
2,387
|
|
|
8.4
|
|||||
Construction
|
|
2,181
|
|
|
5.6
|
|
3,501
|
|
|
5.2
|
|
3,586
|
|
|
5.4
|
|
1,533
|
|
|
3.0
|
|
3,503
|
|
|
3.1
|
|||||
Other commercial real
estate
|
|
5,881
|
|
|
11.9
|
|
7,121
|
|
|
13.0
|
|
8,306
|
|
|
11.9
|
|
6,682
|
|
|
13.0
|
|
9,533
|
|
|
13.3
|
|||||
Total commercial
real estate
|
|
18,426
|
|
|
40.1
|
|
24,152
|
|
|
43.7
|
|
32,748
|
|
|
43.9
|
|
23,808
|
|
|
42.9
|
|
28,476
|
|
|
47.0
|
|||||
Consumer
|
|
21,717
|
|
|
20.1
|
|
16,786
|
|
|
18.4
|
|
13,626
|
|
|
17.1
|
|
13,973
|
|
|
16.4
|
|
14,857
|
|
|
14.1
|
|||||
Total allowance for
credit losses |
|
$
|
103,419
|
|
|
100.0
|
|
$
|
96,729
|
|
|
100.0
|
|
$
|
87,083
|
|
|
100.0
|
|
$
|
74,855
|
|
|
100.0
|
|
$
|
74,510
|
|
|
100.0
|
|
|
As of December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018-2017
|
|
2017-2016
|
||||||||
Net DTAs
|
|
$
|
60,129
|
|
|
$
|
64,736
|
|
|
$
|
100,207
|
|
|
(7.1
|
)
|
|
(35.4
|
)
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||||||||
|
|
2018
|
|
% of
Total
|
|
2017
|
|
% of
Total
|
|
2016
|
|
% of
Total
|
|
2018-2017
|
|
2017-2016
|
||||||||
Demand deposits
|
|
$
|
3,600,369
|
|
|
28.5
|
|
$
|
3,520,737
|
|
|
29.7
|
|
$
|
2,711,687
|
|
|
28.4
|
|
2.3
|
|
|
29.8
|
|
Savings deposits
|
|
2,031,001
|
|
|
16.1
|
|
2,039,986
|
|
|
17.2
|
|
1,629,917
|
|
|
17.1
|
|
(0.4
|
)
|
|
25.2
|
|
|||
NOW accounts
|
|
2,088,317
|
|
|
16.5
|
|
1,990,021
|
|
|
16.8
|
|
1,634,029
|
|
|
17.1
|
|
4.9
|
|
|
21.8
|
|
|||
Money market accounts
|
|
1,794,363
|
|
|
14.2
|
|
1,925,273
|
|
|
16.3
|
|
1,639,746
|
|
|
17.2
|
|
(6.8
|
)
|
|
17.4
|
|
|||
Core deposits
|
|
9,514,050
|
|
|
75.3
|
|
9,476,017
|
|
|
80.0
|
|
7,615,379
|
|
|
79.8
|
|
0.4
|
|
|
24.4
|
|
|||
Time deposits
|
|
1,938,497
|
|
|
15.3
|
|
1,539,383
|
|
|
13.0
|
|
1,211,554
|
|
|
12.7
|
|
25.9
|
|
|
27.1
|
|
|||
Brokered deposits
|
|
41,033
|
|
|
0.3
|
|
19,448
|
|
|
0.2
|
|
19,104
|
|
|
0.2
|
|
111.0
|
|
|
1.8
|
|
|||
Total time deposits
|
|
1,979,530
|
|
|
15.6
|
|
1,558,831
|
|
|
13.2
|
|
1,230,658
|
|
|
12.9
|
|
27.0
|
|
|
26.7
|
|
|||
Total deposits
|
|
11,493,580
|
|
|
90.9
|
|
11,034,848
|
|
|
93.2
|
|
8,846,037
|
|
|
92.7
|
|
4.2
|
|
|
24.7
|
|
|||
Securities sold under
agreements to repurchase
|
|
114,281
|
|
|
0.9
|
|
120,700
|
|
|
1.0
|
|
123,898
|
|
|
1.3
|
|
(5.3
|
)
|
|
(2.6
|
)
|
|||
Federal funds purchased
|
|
6,178
|
|
|
0.1
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|||
FHLB advances
|
|
826,077
|
|
|
6.5
|
|
501,391
|
|
|
4.2
|
|
373,344
|
|
|
3.9
|
|
64.8
|
|
|
34.3
|
|
|||
Other borrowings
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
321
|
|
|
—
|
|
—
|
|
|
(100.0
|
)
|
|||
Total borrowed funds
|
|
946,536
|
|
|
7.5
|
|
622,091
|
|
|
5.2
|
|
497,563
|
|
|
5.2
|
|
52.2
|
|
|
25.0
|
|
|||
Senior and subordinated debt
|
|
197,564
|
|
|
1.6
|
|
194,891
|
|
|
1.6
|
|
197,515
|
|
|
2.1
|
|
1.4
|
|
|
(1.3
|
)
|
|||
Total funding sources
|
|
$
|
12,637,680
|
|
|
100.0
|
|
$
|
11,851,830
|
|
|
100.0
|
|
$
|
9,541,115
|
|
|
100.0
|
|
6.6
|
|
|
24.2
|
|
|
|
As of December 31, 2018
|
||
Three months or less
|
|
$
|
227,594
|
|
Greater than three months to six months
|
|
218,798
|
|
|
Greater than six months to twelve months
|
|
428,589
|
|
|
Greater than twelve months
|
|
317,259
|
|
|
Total
|
|
$
|
1,192,240
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|||||||||||||||
|
|
Amount
|
|
Weighted-
Average
Rate %
|
|
|
Amount
|
|
Weighted-
Average
Rate %
|
|
|
Amount
|
|
Weighted-
Average
Rate %
|
|||||||||
At period-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Securities sold under agreements to
repurchase
|
|
$
|
121,079
|
|
|
—
|
|
|
|
$
|
124,884
|
|
|
0.07
|
|
|
|
$
|
129,008
|
|
|
0.05
|
|
Federal funds purchased
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
FHLB advances
|
|
785,000
|
|
|
—
|
|
|
|
590,000
|
|
|
1.22
|
|
|
|
750,000
|
|
|
0.60
|
|
|||
Total borrowed funds
|
|
$
|
906,079
|
|
|
—
|
|
|
|
$
|
714,884
|
|
|
1.02
|
|
|
|
$
|
879,008
|
|
|
0.52
|
|
Average for the year-to-date period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Securities sold under agreements to
repurchase
|
|
$
|
114,281
|
|
|
0.09
|
|
|
|
$
|
120,700
|
|
|
0.07
|
|
|
|
$
|
123,898
|
|
|
0.08
|
|
Federal funds purchased
|
|
6,178
|
|
|
1.94
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
FHLB advances
|
|
826,077
|
|
|
1.84
|
|
|
|
501,391
|
|
|
1.80
|
|
|
|
373,344
|
|
|
1.66
|
|
|||
Other borrowings
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
321
|
|
|
3.74
|
|
|||
Total borrowed funds
|
|
$
|
946,536
|
|
|
1.63
|
|
|
|
$
|
622,091
|
|
|
1.46
|
|
|
|
$
|
497,563
|
|
|
1.27
|
|
Maximum amount outstanding at the end of any day during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Securities sold under agreements to
repurchase
|
|
$
|
128,553
|
|
|
|
|
|
|
$
|
140,764
|
|
|
|
|
|
|
$
|
174,266
|
|
|
|
|
Federal funds purchased
|
|
140,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|||
FHLB advances
|
|
1,105,000
|
|
|
|
|
|
|
940,000
|
|
|
|
|
|
|
750,000
|
|
|
|
|
|||
Other borrowings
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
2,400
|
|
|
|
|
|
|
|
Payments Due In
|
|
|
||||||||||||||||
|
|
Note
Reference
|
|
One Year or Less
|
|
Greater Than One to Three Years
|
|
Greater Than Three to
Five Years
|
|
Greater Than Five Years
|
|
Total
|
||||||||||
Core deposits (no stated maturity)
|
|
10
|
|
$
|
9,543,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,543,208
|
|
Time deposits
|
|
10
|
|
1,907,914
|
|
|
596,134
|
|
|
36,679
|
|
|
177
|
|
|
2,540,904
|
|
|||||
Borrowed funds
|
|
11
|
|
906,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
906,079
|
|
|||||
Subordinated debt
|
|
12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,808
|
|
|
203,808
|
|
|||||
Operating leases
|
|
8
|
|
15,811
|
|
|
33,756
|
|
|
34,067
|
|
|
117,806
|
|
|
201,440
|
|
|||||
Pension liability
|
|
16
|
|
5,589
|
|
|
9,681
|
|
|
8,805
|
|
|
34,196
|
|
|
58,271
|
|
|||||
Uncertain tax positions liability
|
|
15
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
16,350
|
|
|||||
Commitments to extend credit
|
|
20
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
2,841,638
|
|
|||||
Letters of credit
|
|
20
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
112,728
|
|
|
|
|
|
|
|
As of December 31, 2018
|
||||||||||
|
|
As of December 31,
|
|
Regulatory
Minimum For
Well-
Capitalized
|
|
Excess Over
Required Minimums
|
||||||||||
|
|
2018
|
|
2017
|
||||||||||||
Bank regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
|
||||||
Total capital to risk-weighted assets
|
|
11.39
|
%
|
|
10.95
|
%
|
|
10.00
|
%
|
|
14
|
%
|
|
$
|
178,305
|
|
Tier 1 capital to risk-weighted assets
|
|
10.58
|
%
|
|
10.13
|
%
|
|
8.00
|
%
|
|
32
|
%
|
|
$
|
331,830
|
|
CET1 to risk-weighted assets
|
|
10.58
|
%
|
|
10.13
|
%
|
|
6.50
|
%
|
|
63
|
%
|
|
$
|
524,539
|
|
Tier 1 capital to average assets
|
|
9.41
|
%
|
|
9.10
|
%
|
|
5.00
|
%
|
|
88
|
%
|
|
$
|
637,119
|
|
Company regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
|
||||||
Total capital to risk-weighted assets
|
|
12.62
|
%
|
|
12.15
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 capital to risk-weighted assets
|
|
10.20
|
%
|
|
10.10
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
CET1 to risk-weighted assets
|
|
10.20
|
%
|
|
9.68
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 capital to average assets
|
|
8.90
|
%
|
|
8.99
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Company tangible common equity ratios
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
||||||
Tangible common equity to tangible assets
|
|
8.59
|
%
|
|
8.33
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Tangible common equity, excluding accumulated
other comprehensive income, to tangible assets
|
|
8.95
|
%
|
|
8.58
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Tangible common equity to risk-weighted assets
|
|
9.81
|
%
|
|
9.31
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(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 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Interest income
|
|
$
|
159,527
|
|
|
$
|
149,532
|
|
|
$
|
142,088
|
|
|
$
|
131,345
|
|
|
$
|
129,585
|
|
|
$
|
129,916
|
|
|
$
|
126,516
|
|
|
$
|
123,699
|
|
Interest expense
|
|
20,898
|
|
|
17,505
|
|
|
14,685
|
|
|
12,782
|
|
|
10,254
|
|
|
10,023
|
|
|
8,933
|
|
|
8,502
|
|
||||||||
Net interest income
|
|
138,629
|
|
|
132,027
|
|
|
127,403
|
|
|
118,563
|
|
|
119,331
|
|
|
119,893
|
|
|
117,583
|
|
|
115,197
|
|
||||||||
Provision for loan losses
|
|
9,811
|
|
|
11,248
|
|
|
11,614
|
|
|
15,181
|
|
|
8,024
|
|
|
10,109
|
|
|
8,239
|
|
|
4,918
|
|
||||||||
Noninterest income
|
|
36,462
|
|
|
35,666
|
|
|
36,947
|
|
|
35,517
|
|
|
34,905
|
|
|
43,348
|
|
|
44,945
|
|
|
39,951
|
|
||||||||
Noninterest expense
|
|
110,828
|
|
|
96,477
|
|
|
113,416
|
|
|
95,582
|
|
|
102,326
|
|
|
97,190
|
|
|
99,751
|
|
|
116,642
|
|
||||||||
Income before income
tax expense
|
|
54,452
|
|
|
59,968
|
|
|
39,320
|
|
|
43,317
|
|
|
43,886
|
|
|
55,942
|
|
|
54,538
|
|
|
33,588
|
|
||||||||
Income tax expense
|
|
13,044
|
|
|
6,616
|
|
|
9,720
|
|
|
9,807
|
|
|
41,539
|
|
|
17,707
|
|
|
19,588
|
|
|
10,733
|
|
||||||||
Net income
|
|
$
|
41,408
|
|
|
$
|
53,352
|
|
|
$
|
29,600
|
|
|
$
|
33,510
|
|
|
$
|
2,347
|
|
|
$
|
38,235
|
|
|
$
|
34,950
|
|
|
$
|
22,855
|
|
Basic earnings per common share
|
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.02
|
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
0.23
|
|
Diluted earnings per common
share
|
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.02
|
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
0.23
|
|
Diluted earnings per common
share, adjusted
(2)
|
|
$
|
0.48
|
|
|
$
|
0.46
|
|
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
Dividends declared per common
share
|
|
$
|
0.12
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
Return on average common equity
|
|
8.09
|
%
|
|
10.99
|
%
|
|
6.23
|
%
|
|
7.19
|
%
|
|
0.49
|
%
|
|
8.10
|
%
|
|
7.58
|
%
|
|
5.20
|
%
|
||||||||
Return on average common equity,
adjusted
(2)
|
|
9.97
|
%
|
|
9.73
|
%
|
|
8.62
|
%
|
|
7.19
|
%
|
|
7.20
|
%
|
|
7.14
|
%
|
|
7.74
|
%
|
|
7.76
|
%
|
||||||||
Return on average assets
|
|
1.06
|
%
|
|
1.42
|
%
|
|
0.81
|
%
|
|
0.96
|
%
|
|
0.07
|
%
|
|
1.07
|
%
|
|
1.00
|
%
|
|
0.68
|
%
|
||||||||
Return on average assets,
adjusted
(2)
|
|
1.30
|
%
|
|
1.26
|
%
|
|
1.12
|
%
|
|
0.96
|
%
|
|
0.96
|
%
|
|
0.95
|
%
|
|
1.02
|
%
|
|
1.01
|
%
|
||||||||
Tax-equivalent net interest
income/margin
|
|
3.96
|
%
|
|
3.92
|
%
|
|
3.91
|
%
|
|
3.80
|
%
|
|
3.84
|
%
|
|
3.86
|
%
|
|
3.88
|
%
|
|
3.89
|
%
|
(1)
|
All ratios are presented on an annualized basis.
|
(2)
|
These ratios are non-GAAP financial measures. For a discussion of non-GAAP financial measures, see the section of this Item 7 titled "
Non-GAAP Financial Information and Reconciliations
."
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
|
$
|
82,064
|
|
|
$
|
69,306
|
|
Net income applicable to non-vested restricted shares
|
|
(1,312
|
)
|
|
(916
|
)
|
|
(1,043
|
)
|
|
(882
|
)
|
|
(836
|
)
|
|||||
Net income applicable to common shares
|
|
156,558
|
|
|
97,471
|
|
|
91,306
|
|
|
81,182
|
|
|
68,470
|
|
|||||
Adjustments to net income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivering Excellence implementation costs
|
|
20,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of Delivering Excellence implementation costs
|
|
(5,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition and integration related expenses
|
|
9,613
|
|
|
20,123
|
|
|
14,352
|
|
|
1,389
|
|
|
13,872
|
|
|||||
Tax effect of acquisition and integration related expenses
|
|
(2,403
|
)
|
|
(8,053
|
)
|
|
(5,741
|
)
|
|
(556
|
)
|
|
(5,549
|
)
|
|||||
Income tax benefits
(1)
|
|
(7,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
DTA revaluation
|
|
—
|
|
|
23,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Losses from securities portfolio actions
|
|
—
|
|
|
2,160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of losses from securities portfolio actions
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Special bonus
|
|
—
|
|
|
1,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of special bonus
|
|
—
|
|
|
(785
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Charitable contribution
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of charitable contribution
|
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net gain on sale-leaseback transaction
|
|
—
|
|
|
—
|
|
|
(5,509
|
)
|
|
—
|
|
|
—
|
|
|||||
Tax effect of net gain on sale-leaseback transaction
|
|
—
|
|
|
—
|
|
|
2,204
|
|
|
—
|
|
|
—
|
|
|||||
Lease cancellation fee
|
|
—
|
|
|
—
|
|
|
950
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of lease cancellation fee
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
—
|
|
|||||
Property valuation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,581
|
|
|
—
|
|
|||||
Tax effect of property valuation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,432
|
)
|
|
—
|
|
|||||
Total adjustments to net income, net of tax
|
|
14,721
|
|
|
39,128
|
|
|
5,876
|
|
|
5,982
|
|
|
8,323
|
|
|||||
Net income applicable to common shares, adjusted
|
|
$
|
171,279
|
|
|
$
|
136,599
|
|
|
$
|
97,182
|
|
|
$
|
87,164
|
|
|
$
|
76,793
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding (basic)
|
|
102,850
|
|
|
101,423
|
|
|
79,797
|
|
|
77,059
|
|
|
74,484
|
|
|||||
Dilutive effect of common stock equivalents
|
|
4
|
|
|
20
|
|
|
13
|
|
|
13
|
|
|
12
|
|
|||||
Weighted-average diluted common shares outstanding
|
|
102,854
|
|
|
101,443
|
|
|
79,810
|
|
|
77,072
|
|
|
74,496
|
|
|||||
Basic EPS
|
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.14
|
|
|
$
|
1.05
|
|
|
$
|
0.92
|
|
Diluted EPS
|
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.14
|
|
|
$
|
1.05
|
|
|
$
|
0.92
|
|
Diluted EPS, adjusted
(2)
|
|
$
|
1.67
|
|
|
$
|
1.35
|
|
|
$
|
1.22
|
|
|
$
|
1.13
|
|
|
$
|
1.03
|
|
Effective Tax Rate
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income tax expense
|
|
$
|
197,057
|
|
|
$
|
187,954
|
|
|
$
|
138,520
|
|
|
$
|
119,811
|
|
|
$
|
100,476
|
|
Income tax expense
|
|
$
|
39,187
|
|
|
$
|
89,567
|
|
|
$
|
46,171
|
|
|
$
|
37,747
|
|
|
$
|
31,170
|
|
Income tax benefits
(1)
|
|
7,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
DTA revaluation
|
|
—
|
|
|
(23,709
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax expense, adjusted
|
|
$
|
46,985
|
|
|
$
|
65,858
|
|
|
$
|
46,171
|
|
|
$
|
37,747
|
|
|
$
|
31,170
|
|
Effective income tax rate
|
|
19.89
|
%
|
|
47.65
|
%
|
|
33.33
|
%
|
|
31.51
|
%
|
|
31.02
|
%
|
|||||
Effective income tax rate, adjusted
|
|
23.84
|
%
|
|
35.04
|
%
|
|
33.33
|
%
|
|
31.51
|
%
|
|
31.02
|
%
|
|||||
Return on Average Assets
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
|
$
|
82,064
|
|
|
$
|
69,306
|
|
Total adjustments to net income, net of tax
(2)
|
|
14,721
|
|
|
39,128
|
|
|
5,876
|
|
|
5,982
|
|
|
8,323
|
|
|||||
Net income, adjusted
(2)
|
|
$
|
172,591
|
|
|
$
|
137,515
|
|
|
$
|
98,225
|
|
|
$
|
88,046
|
|
|
$
|
77,629
|
|
Average assets
|
|
$
|
14,801,581
|
|
|
$
|
13,978,693
|
|
|
$
|
10,934,240
|
|
|
$
|
9,702,051
|
|
|
$
|
8,677,712
|
|
Return on average assets
(3)
|
|
1.07
|
%
|
|
0.70
|
%
|
|
0.84
|
%
|
|
0.85
|
%
|
|
0.80
|
%
|
|||||
Return on average assets, adjusted
(2)(3)
|
|
1.17
|
%
|
|
0.98
|
%
|
|
0.90
|
%
|
|
0.91
|
%
|
|
0.89
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Tangible Common Equity
|
|
|
|
|
||||
Stockholders' equity
|
|
$
|
2,054,998
|
|
|
$
|
1,864,874
|
|
Less: goodwill and other intangible assets
|
|
(790,744
|
)
|
|
(754,757
|
)
|
||
Tangible common equity
|
|
1,264,254
|
|
|
1,110,117
|
|
||
Less: AOCI
|
|
52,512
|
|
|
33,036
|
|
||
Tangible common equity, excluding AOCI
|
|
$
|
1,316,766
|
|
|
$
|
1,143,153
|
|
Total assets
|
|
$
|
15,505,649
|
|
|
$
|
14,077,052
|
|
Less: goodwill and other intangible assets
|
|
(790,744
|
)
|
|
(754,757
|
)
|
||
Tangible assets
|
|
$
|
14,714,905
|
|
|
$
|
13,322,295
|
|
Risk-weighted assets
|
|
$
|
12,892,180
|
|
|
$
|
11,920,372
|
|
Tangible common equity to tangible assets
|
|
8.59
|
%
|
|
8.33
|
%
|
||
Tangible common equity, excluding AOCI, to tangible assets
|
|
8.95
|
%
|
|
8.58
|
%
|
||
Tangible common equity to risk-weighted assets
|
|
9.81
|
%
|
|
9.31
|
%
|
||
|
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Quarterly Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
$
|
41,408
|
|
|
$
|
53,352
|
|
|
$
|
29,600
|
|
|
$
|
33,510
|
|
|
$
|
2,347
|
|
|
$
|
38,235
|
|
|
$
|
34,950
|
|
|
$
|
22,855
|
|
Net income applicable to
non-vested restricted shares
|
|
(320
|
)
|
|
(441
|
)
|
|
(240
|
)
|
|
(311
|
)
|
|
(6
|
)
|
|
(340
|
)
|
|
(336
|
)
|
|
(234
|
)
|
||||||||
Net income applicable
to common shares
|
|
41,088
|
|
|
52,911
|
|
|
29,360
|
|
|
33,199
|
|
|
2,341
|
|
|
37,895
|
|
|
34,614
|
|
|
22,621
|
|
||||||||
Adjustments to net
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisition and
integration related
expenses
|
|
9,553
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|
1,174
|
|
|
18,565
|
|
||||||||
Tax effect of acquisition
and integration related
expenses
|
|
(2,388
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
(470
|
)
|
|
(7,426
|
)
|
||||||||
Delivering Excellence
implementation costs
|
|
3,159
|
|
|
2,239
|
|
|
15,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax effect of Delivering
excellence
implementation costs
|
|
(790
|
)
|
|
(560
|
)
|
|
(3,754
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Income tax benefits
|
|
—
|
|
|
(7,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
DTA revaluation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,555
|
|
|
(2,846
|
)
|
|
—
|
|
|
—
|
|
||||||||
Losses (gains) from
securities portfolio
actions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,357
|
|
|
(3,197
|
)
|
|
—
|
|
|
—
|
|
||||||||
Tax effect of losses (gains)
from securities portfolio
actions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,196
|
)
|
|
1,311
|
|
|
—
|
|
|
—
|
|
||||||||
Special bonus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax effect of special bonus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(785
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Charitable contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax effect of charitable
contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total adjustments to net
income, net of tax
|
|
9,534
|
|
|
(6,074
|
)
|
|
11,261
|
|
|
—
|
|
|
31,790
|
|
|
(4,505
|
)
|
|
704
|
|
|
11,139
|
|
||||||||
Net income applicable
to common
shareholders,
adjusted
|
|
$
|
50,622
|
|
|
$
|
46,837
|
|
|
$
|
40,621
|
|
|
$
|
33,199
|
|
|
$
|
34,131
|
|
|
$
|
33,390
|
|
|
$
|
35,318
|
|
|
$
|
33,760
|
|
Weighted-average common shares outstanding:
|
||||||||||||||||||||||||||||||||
Weighted-average
common shares
outstanding (basic)
|
|
105,116
|
|
|
102,178
|
|
|
102,159
|
|
|
101,922
|
|
|
101,766
|
|
|
101,752
|
|
|
101,743
|
|
|
100,411
|
|
||||||||
Dilutive effect of
common stock
equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
15
|
|
|
13
|
|
|
13
|
|
|
12
|
|
||||||||
Weighted-average
diluted common
shares outstanding
|
|
105,116
|
|
|
102,178
|
|
|
102,159
|
|
|
101,938
|
|
|
101,787
|
|
|
101,772
|
|
|
101,763
|
|
|
100,432
|
|
||||||||
Average stockholders' equity
|
|
$
|
2,015,217
|
|
|
$
|
1,909,330
|
|
|
$
|
1,890,727
|
|
|
$
|
1,873,419
|
|
|
$
|
1,880,265
|
|
|
$
|
1,855,647
|
|
|
$
|
1,830,536
|
|
|
$
|
1,763,538
|
|
Average assets
|
|
15,503,399
|
|
|
14,894,670
|
|
|
14,605,715
|
|
|
14,187,053
|
|
|
14,118,625
|
|
|
14,155,766
|
|
|
13,960,843
|
|
|
13,673,125
|
|
||||||||
Diluted EPS
|
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.02
|
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
0.23
|
|
Diluted EPS, adjusted
|
|
$
|
0.48
|
|
|
$
|
0.46
|
|
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
Return on average common
equity
(5)
|
|
8.09
|
%
|
|
10.99
|
%
|
|
6.23
|
%
|
|
7.19
|
%
|
|
0.49
|
%
|
|
8.10
|
%
|
|
7.58
|
%
|
|
5.20
|
%
|
||||||||
Return on average common
equity, adjusted
(2)(5)
|
|
9.97
|
%
|
|
9.73
|
%
|
|
8.62
|
%
|
|
7.19
|
%
|
|
7.20
|
%
|
|
7.14
|
%
|
|
7.74
|
%
|
|
7.76
|
%
|
||||||||
Return on average assets
(5)
|
|
1.06
|
%
|
|
1.42
|
%
|
|
0.81
|
%
|
|
0.96
|
%
|
|
0.07
|
%
|
|
1.07
|
%
|
|
1.00
|
%
|
|
0.68
|
%
|
||||||||
Return on average assets,
adjusted (2)(5) |
|
1.30
|
%
|
|
1.26
|
%
|
|
1.12
|
%
|
|
0.96
|
%
|
|
0.96
|
%
|
|
0.95
|
%
|
|
1.02
|
%
|
|
1.01
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes certain income tax benefits resulting from federal income tax reform.
|
(2)
|
Adjustments to net income for each period presented are detailed in the EPS non-GAAP reconciliation above.
|
(3)
|
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 of 35%.
|
(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.
|
(5)
|
Annualized based on the actual number of days for each period presented.
|
|
|
Immediate Change in Rates
|
||||||||||||||||||
|
|
+300
|
|
+200
|
|
+100
|
|
-100
|
|
-200
|
||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollar change
|
|
$
|
86,602
|
|
|
$
|
57,888
|
|
|
$
|
28,573
|
|
|
$
|
(43,929
|
)
|
|
$
|
(87,438
|
)
|
Percent change
|
|
15.3
|
%
|
|
10.2
|
%
|
|
5.0
|
%
|
|
(7.8
|
)%
|
|
(15.4
|
)%
|
|||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollar change
|
|
$
|
70,999
|
|
|
$
|
44,733
|
|
|
$
|
33,099
|
|
|
$
|
(44,579
|
)
|
|
$
|
(68,123
|
)
|
Percent change
|
|
14.8
|
%
|
|
9.3
|
%
|
|
6.9
|
%
|
|
(9.3
|
)%
|
|
(14.2
|
)%
|
/s/ MICHAEL L. SCUDDER
|
|
|
|
/s/ PATRICK S. BARRETT
|
Michael L. Scudder
|
|
|
|
Patrick S. Barrett
|
Chairman of the Board and
Chief Executive Officer
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
March 1, 2019
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
211,189
|
|
|
$
|
192,800
|
|
Interest-bearing deposits in other banks
|
|
78,069
|
|
|
153,770
|
|
||
Trading securities, at fair value
|
|
—
|
|
|
20,447
|
|
||
Equity securities, at fair value
|
|
30,806
|
|
|
—
|
|
||
Securities available-for-sale, at fair value
|
|
2,272,009
|
|
|
1,884,209
|
|
||
Securities held-to-maturity, at amortized cost (fair value 2018 – $9,871; 2017 – $12,013)
|
|
10,176
|
|
|
13,760
|
|
||
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost
|
|
80,302
|
|
|
69,708
|
|
||
Loans
|
|
11,446,783
|
|
|
10,437,812
|
|
||
Allowance for loan losses
|
|
(102,219
|
)
|
|
(95,729
|
)
|
||
Net loans
|
|
11,344,564
|
|
|
10,342,083
|
|
||
Other real estate owned ("OREO")
|
|
12,821
|
|
|
20,851
|
|
||
Premises, furniture, and equipment, net
|
|
132,502
|
|
|
123,316
|
|
||
Investment in bank-owned life insurance ("BOLI")
|
|
296,733
|
|
|
279,900
|
|
||
Goodwill and other intangible assets
|
|
790,744
|
|
|
754,757
|
|
||
Accrued interest receivable and other assets
|
|
245,734
|
|
|
221,451
|
|
||
Total assets
|
|
$
|
15,505,649
|
|
|
$
|
14,077,052
|
|
Liabilities
|
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$
|
3,642,989
|
|
|
$
|
3,576,190
|
|
Interest-bearing deposits
|
|
8,441,123
|
|
|
7,477,135
|
|
||
Total deposits
|
|
12,084,112
|
|
|
11,053,325
|
|
||
Borrowed funds
|
|
906,079
|
|
|
714,884
|
|
||
Senior and subordinated debt
|
|
203,808
|
|
|
195,170
|
|
||
Accrued interest payable and other liabilities
|
|
256,652
|
|
|
248,799
|
|
||
Total liabilities
|
|
13,450,651
|
|
|
12,212,178
|
|
||
Stockholders' Equity
|
|
|
|
|
||||
Common stock
|
|
1,157
|
|
|
1,123
|
|
||
Additional paid-in capital
|
|
1,114,580
|
|
|
1,031,870
|
|
||
Retained earnings
|
|
1,192,767
|
|
|
1,074,990
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(52,512
|
)
|
|
(33,036
|
)
|
||
Treasury stock, at cost
|
|
(200,994
|
)
|
|
(210,073
|
)
|
||
Total stockholders' equity
|
|
2,054,998
|
|
|
1,864,874
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
15,505,649
|
|
|
$
|
14,077,052
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Preferred
Shares
|
|
Common
Shares
|
|
Preferred
Shares
|
|
Common
Shares
|
||||||||
Par value
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Shares authorized
|
|
1,000
|
|
|
250,000
|
|
|
1,000
|
|
|
250,000
|
|
||||
Shares issued
|
|
—
|
|
|
115,672
|
|
|
—
|
|
|
112,351
|
|
||||
Shares outstanding
|
|
—
|
|
|
106,375
|
|
|
—
|
|
|
102,717
|
|
||||
Treasury shares
|
|
—
|
|
|
9,297
|
|
|
—
|
|
|
9,634
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
|
|
|
|
|
|
||||||
Loans
|
|
$
|
523,229
|
|
|
$
|
463,331
|
|
|
$
|
337,998
|
|
Investment securities – taxable
|
|
49,409
|
|
|
35,569
|
|
|
28,724
|
|
|||
Investment securities – tax-exempt
|
|
5,060
|
|
|
6,296
|
|
|
8,737
|
|
|||
Other short-term investments
|
|
4,794
|
|
|
4,520
|
|
|
2,873
|
|
|||
Total interest income
|
|
582,492
|
|
|
509,716
|
|
|
378,332
|
|
|||
Interest Expense
|
|
|
|
|
|
|
||||||
Deposits
|
|
37,774
|
|
|
16,184
|
|
|
9,863
|
|
|||
Borrowed funds
|
|
15,388
|
|
|
9,100
|
|
|
6,313
|
|
|||
Senior and subordinated debt
|
|
12,708
|
|
|
12,428
|
|
|
12,465
|
|
|||
Total interest expense
|
|
65,870
|
|
|
37,712
|
|
|
28,641
|
|
|||
Net interest income
|
|
516,622
|
|
|
472,004
|
|
|
349,691
|
|
|||
Provision for loan losses
|
|
47,854
|
|
|
31,290
|
|
|
30,983
|
|
|||
Net interest income after provision for loan losses
|
|
468,768
|
|
|
440,714
|
|
|
318,708
|
|
|||
Noninterest Income
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
48,715
|
|
|
48,368
|
|
|
40,665
|
|
|||
Wealth management fees
|
|
43,512
|
|
|
41,321
|
|
|
33,071
|
|
|||
Card-based fees
|
|
17,024
|
|
|
28,992
|
|
|
29,104
|
|
|||
Capital market products income
|
|
7,721
|
|
|
8,171
|
|
|
10,024
|
|
|||
Mortgage banking income
|
|
7,094
|
|
|
8,131
|
|
|
10,162
|
|
|||
Merchant servicing fees
|
|
1,465
|
|
|
10,340
|
|
|
12,533
|
|
|||
Other service charges, commissions, and fees
|
|
9,425
|
|
|
9,843
|
|
|
9,542
|
|
|||
Net securities gains (losses)
|
|
—
|
|
|
(1,876
|
)
|
|
1,420
|
|
|||
Other income
|
|
9,636
|
|
|
9,859
|
|
|
7,282
|
|
|||
Net gain on sale-leaseback transaction
|
|
—
|
|
|
—
|
|
|
5,509
|
|
|||
Total noninterest income
|
|
144,592
|
|
|
163,149
|
|
|
159,312
|
|
|||
Noninterest Expense
|
|
|
|
|
|
|
||||||
Salaries and wages
|
|
181,164
|
|
|
182,507
|
|
|
151,341
|
|
|||
Retirement and other employee benefits
|
|
43,104
|
|
|
41,886
|
|
|
33,309
|
|
|||
Net occupancy and equipment expense
|
|
53,434
|
|
|
49,751
|
|
|
41,154
|
|
|||
Professional services
|
|
32,681
|
|
|
33,689
|
|
|
25,122
|
|
|||
Technology and related costs
|
|
19,220
|
|
|
18,068
|
|
|
14,765
|
|
|||
Federal Deposit Insurance Corporation ("FDIC") premiums
|
|
10,584
|
|
|
8,987
|
|
|
6,268
|
|
|||
Advertising and promotions
|
|
9,248
|
|
|
8,694
|
|
|
7,787
|
|
|||
Amortization of other intangible assets
|
|
7,444
|
|
|
7,865
|
|
|
4,682
|
|
|||
Net OREO expense
|
|
1,162
|
|
|
4,683
|
|
|
3,024
|
|
|||
Merchant card expense
|
|
—
|
|
|
8,377
|
|
|
10,782
|
|
|||
Cardholder expense
|
|
—
|
|
|
7,323
|
|
|
5,812
|
|
|||
Other expenses
|
|
28,236
|
|
|
23,956
|
|
|
20,152
|
|
|||
Delivering Excellence implementation costs
|
|
20,413
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and integration related expenses
|
|
9,613
|
|
|
20,123
|
|
|
14,352
|
|
|||
Lease cancellation fee
|
|
—
|
|
|
—
|
|
|
950
|
|
|||
Total noninterest expense
|
|
416,303
|
|
|
415,909
|
|
|
339,500
|
|
|||
Income before income tax expense
|
|
197,057
|
|
|
187,954
|
|
|
138,520
|
|
|||
Income tax expense
|
|
39,187
|
|
|
89,567
|
|
|
46,171
|
|
|||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Per Common Share Data
|
|
|
|
|
|
|
||||||
Basic earnings per common share ("EPS")
|
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.14
|
|
Diluted EPS
|
|
1.52
|
|
|
0.96
|
|
|
1.14
|
|
|||
Weighted-average common shares outstanding
|
|
102,850
|
|
|
101,423
|
|
|
79,797
|
|
|||
Weighted-average diluted common shares outstanding
|
|
102,854
|
|
|
101,443
|
|
|
79,810
|
|
|||
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Securities Available-for-Sale
|
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains:
|
|
|
|
|
|
|
||||||
Before tax
|
|
(16,294
|
)
|
|
12,641
|
|
|
(19,204
|
)
|
|||
Tax effect
|
|
4,342
|
|
|
(5,077
|
)
|
|
7,682
|
|
|||
Net of tax
|
|
(11,952
|
)
|
|
7,564
|
|
|
(11,522
|
)
|
|||
Reclassification of net gains (losses) included in net income:
|
|
|
|
|
|
|
||||||
Before tax
|
|
—
|
|
|
(1,876
|
)
|
|
1,420
|
|
|||
Tax effect
|
|
—
|
|
|
771
|
|
|
(568
|
)
|
|||
Net of tax
|
|
—
|
|
|
(1,105
|
)
|
|
852
|
|
|||
Net unrealized holding (losses) gains
|
|
(11,952
|
)
|
|
8,669
|
|
|
(12,374
|
)
|
|||
Derivative Instruments
|
|
|
|
|
|
|
||||||
Unrealized holding gains (losses):
|
|
|
|
|
|
|
||||||
Before tax
|
|
2,786
|
|
|
(4,333
|
)
|
|
2,175
|
|
|||
Tax effect
|
|
(789
|
)
|
|
1,746
|
|
|
(883
|
)
|
|||
Net of tax
|
|
1,997
|
|
|
(2,587
|
)
|
|
1,292
|
|
|||
Unrecognized Net Pension Costs
|
|
|
|
|
|
|
||||||
Net unrealized holding (losses) gains
|
|
|
|
|
|
|
||||||
Before tax
|
|
(3,850
|
)
|
|
2,988
|
|
|
(2,002
|
)
|
|||
Tax effect
|
|
1,018
|
|
|
(1,196
|
)
|
|
563
|
|
|||
Net of tax
|
|
(2,832
|
)
|
|
1,792
|
|
|
(1,439
|
)
|
|||
Total other comprehensive (loss) income
|
|
(12,787
|
)
|
|
7,874
|
|
|
(12,521
|
)
|
|||
Total comprehensive income
|
|
$
|
145,083
|
|
|
$
|
106,261
|
|
|
$
|
79,828
|
|
|
|
Accumulated
Unrealized
Loss on
Securities
Available-
for-Sale
|
|
Accumulated Unrealized Loss on Derivative Instruments
|
|
Unrecognized
Net Pension
Costs
|
|
Total
Accumulated
Other
Comprehensive Loss, Net of Tax
|
||||||||
Balance at December 31, 2015
|
|
$
|
(10,271
|
)
|
|
$
|
(2,468
|
)
|
|
$
|
(15,650
|
)
|
|
$
|
(28,389
|
)
|
Other comprehensive loss
|
|
(12,374
|
)
|
|
1,292
|
|
|
(1,439
|
)
|
|
(12,521
|
)
|
||||
Balance at December 31, 2016
|
|
(22,645
|
)
|
|
(1,176
|
)
|
|
(17,089
|
)
|
|
(40,910
|
)
|
||||
Other comprehensive income
|
|
8,669
|
|
|
(2,587
|
)
|
|
1,792
|
|
|
7,874
|
|
||||
Balance at December 31, 2017
|
|
(13,976
|
)
|
|
(3,763
|
)
|
|
(15,297
|
)
|
|
(33,036
|
)
|
||||
Adjustments to apply recent accounting
pronouncements
(1)
|
|
(2,864
|
)
|
|
(784
|
)
|
|
(3,041
|
)
|
|
(6,689
|
)
|
||||
Other comprehensive loss
|
|
(11,952
|
)
|
|
1,997
|
|
|
(2,832
|
)
|
|
(12,787
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
(28,792
|
)
|
|
$
|
(2,550
|
)
|
|
$
|
(21,170
|
)
|
|
$
|
(52,512
|
)
|
(1)
|
As a result of accounting guidance adopted in 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."
|
|
|
|
Common
Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
Balance at December 31, 2015
|
|
77,952
|
|
|
$
|
882
|
|
|
$
|
446,672
|
|
|
$
|
953,516
|
|
|
$
|
(28,389
|
)
|
|
$
|
(226,413
|
)
|
|
$
|
1,146,268
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,349
|
|
|
—
|
|
|
—
|
|
|
92,349
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,521
|
)
|
|
—
|
|
|
(12,521
|
)
|
||||||
Common dividends declared
($0.36 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,191
|
)
|
|
—
|
|
|
—
|
|
|
(29,191
|
)
|
||||||
Acquisition, net of issuance costs
|
|
3,042
|
|
|
31
|
|
|
54,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,896
|
|
||||||
Common stock issued
|
|
13
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||||
Restricted stock activity
|
|
326
|
|
|
—
|
|
|
(10,685
|
)
|
|
—
|
|
|
—
|
|
|
8,012
|
|
|
(2,673
|
)
|
||||||
Treasury stock issued to benefit plans
|
|
(8
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(154
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
7,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,879
|
|
||||||
Balance at December 31, 2016
|
|
81,325
|
|
|
913
|
|
|
498,937
|
|
|
1,016,674
|
|
|
(40,910
|
)
|
|
(218,534
|
)
|
|
1,257,080
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,387
|
|
|
—
|
|
|
—
|
|
|
98,387
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,874
|
|
|
—
|
|
|
7,874
|
|
||||||
Common dividends declared
($0.39 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,071
|
)
|
|
—
|
|
|
—
|
|
|
(40,071
|
)
|
||||||
Acquisition, net of issuance costs
|
|
21,078
|
|
|
210
|
|
|
533,322
|
|
|
—
|
|
|
—
|
|
|
558
|
|
|
534,090
|
|
||||||
Common stock issued
|
|
9
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
||||||
Restricted stock activity
|
|
317
|
|
|
—
|
|
|
(11,855
|
)
|
|
—
|
|
|
—
|
|
|
8,196
|
|
|
(3,659
|
)
|
||||||
Treasury stock issued to benefit plans
|
|
(12
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
(290
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,223
|
|
||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,870
|
|
|
—
|
|
|
—
|
|
|
157,870
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,787
|
)
|
|
—
|
|
|
(12,787
|
)
|
||||||
Common dividends declared
($0.45 per common share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,782
|
)
|
|
—
|
|
|
—
|
|
|
(46,782
|
)
|
||||||
Acquisitions, net of issuance costs
|
|
3,311
|
|
|
33
|
|
|
83,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,303
|
|
||||||
Common stock issued
|
|
39
|
|
|
1
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|
961
|
|
||||||
Restricted stock activity
|
|
311
|
|
|
—
|
|
|
(12,983
|
)
|
|
—
|
|
|
—
|
|
|
8,562
|
|
|
(4,421
|
)
|
||||||
Treasury stock issued to benefit plans
|
|
(3
|
)
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
(82
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
12,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,062
|
|
||||||
Balance at December 31, 2018
|
|
106,375
|
|
|
$
|
1,157
|
|
|
$
|
1,114,580
|
|
|
$
|
1,192,767
|
|
|
$
|
(52,512
|
)
|
|
$
|
(200,994
|
)
|
|
$
|
2,054,998
|
|
(1)
|
As a result of accounting guidance adopted in 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."
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Provision for loan losses
|
|
47,854
|
|
|
31,290
|
|
|
30,983
|
|
|||
Depreciation of premises, furniture, and equipment
|
|
15,865
|
|
|
13,995
|
|
|
12,804
|
|
|||
Net amortization of premium on securities
|
|
15,348
|
|
|
16,142
|
|
|
13,653
|
|
|||
Net securities losses (gains)
|
|
—
|
|
|
1,876
|
|
|
(1,420
|
)
|
|||
Gains on sales of 1-4 family mortgages and corporate loans held-for-sale
|
|
(5,562
|
)
|
|
(7,078
|
)
|
|
(8,931
|
)
|
|||
Net (gains) losses on sales and valuation adjustments of OREO
|
|
(347
|
)
|
|
585
|
|
|
1,196
|
|
|||
Amortization of the FDIC indemnification asset
|
|
1,208
|
|
|
1,208
|
|
|
1,185
|
|
|||
Net losses (gains) on sales and valuation adjustments of premises, furniture,
and equipment |
|
5,227
|
|
|
(125
|
)
|
|
(4,762
|
)
|
|||
BOLI income
|
|
(5,835
|
)
|
|
(5,946
|
)
|
|
(3,647
|
)
|
|||
Net pension cost (income)
|
|
1,447
|
|
|
981
|
|
|
(513
|
)
|
|||
Share-based compensation expense
|
|
12,062
|
|
|
11,223
|
|
|
7,879
|
|
|||
Tax benefit (expense) related to share-based compensation
|
|
258
|
|
|
349
|
|
|
(197
|
)
|
|||
Provision for deferred income tax expense (benefit)
|
|
26,309
|
|
|
(4,077
|
)
|
|
(1,367
|
)
|
|||
Amortization of other intangible assets
|
|
7,444
|
|
|
7,865
|
|
|
4,682
|
|
|||
Originations of mortgage loans held-for-sale
|
|
(224,303
|
)
|
|
(254,030
|
)
|
|
(238,192
|
)
|
|||
Proceeds from sales of mortgage loans held-for-sale
|
|
245,967
|
|
|
258,626
|
|
|
246,642
|
|
|||
Net decrease in equity securities
|
|
964
|
|
|
—
|
|
|
—
|
|
|||
Net increase in trading securities
|
|
—
|
|
|
(2,527
|
)
|
|
(1,026
|
)
|
|||
Net (increase) decrease in accrued interest receivable and other assets
|
|
(44,246
|
)
|
|
121,577
|
|
|
(76,902
|
)
|
|||
Net (decrease) increase in accrued interest payables and other liabilities
|
|
(4,346
|
)
|
|
(56,055
|
)
|
|
47,315
|
|
|||
Net cash provided by operating activities
|
|
253,184
|
|
|
234,266
|
|
|
121,731
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Proceeds from maturities, repayments, and calls of securities available-for-sale
|
|
331,026
|
|
|
349,444
|
|
|
360,303
|
|
|||
Proceeds from sales of securities available-for-sale
|
|
24,974
|
|
|
629,843
|
|
|
53,186
|
|
|||
Purchases of securities available-for-sale
|
|
(735,701
|
)
|
|
(733,440
|
)
|
|
(933,317
|
)
|
|||
Proceeds from maturities, repayments, and calls of securities held-to-maturity
|
|
3,584
|
|
|
8,546
|
|
|
8,077
|
|
|||
Purchases of securities held-to-maturity
|
|
—
|
|
|
(15
|
)
|
|
(5,352
|
)
|
|||
Net purchases of FHLB stock
|
|
(10,040
|
)
|
|
(7,330
|
)
|
|
(18,276
|
)
|
|||
Net increase in loans
|
|
(770,039
|
)
|
|
(457,501
|
)
|
|
(714,213
|
)
|
|||
Proceeds from claims on BOLI, net of premiums paid
|
|
(49
|
)
|
|
1,722
|
|
|
1,588
|
|
|||
Proceeds from sales of OREO
|
|
16,953
|
|
|
19,326
|
|
|
7,539
|
|
|||
Proceeds from sales of premises, furniture, and equipment
|
|
4,561
|
|
|
18,031
|
|
|
152,863
|
|
|||
Purchases of premises, furniture, and equipment
|
|
(27,800
|
)
|
|
(16,123
|
)
|
|
(19,083
|
)
|
|||
Net cash received from acquisitions
|
|
160,145
|
|
|
41,717
|
|
|
57,347
|
|
|||
Net cash used in investing activities
|
|
(1,002,386
|
)
|
|
(145,780
|
)
|
|
(1,049,338
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Net increase in deposit accounts
|
|
567,627
|
|
|
200,848
|
|
|
135,944
|
|
|||
Net increase (decrease) in borrowed funds
|
|
172,977
|
|
|
(164,124
|
)
|
|
711,496
|
|
|||
Net proceeds from the issuance of subordinated debt
|
|
—
|
|
|
—
|
|
|
146,484
|
|
|||
Payments for the retirement of senior and subordinated debt
|
|
—
|
|
|
—
|
|
|
(153,500
|
)
|
|||
Cash dividends paid
|
|
(44,293
|
)
|
|
(37,129
|
)
|
|
(29,198
|
)
|
|||
Restricted stock activity
|
|
(4,421
|
)
|
|
(3,659
|
)
|
|
(2,673
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
691,890
|
|
|
(4,064
|
)
|
|
808,553
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(57,312
|
)
|
|
84,422
|
|
|
(119,054
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
346,570
|
|
|
262,148
|
|
|
381,202
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
289,258
|
|
|
$
|
346,570
|
|
|
$
|
262,148
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
||||||
Income taxes (refunded) paid
|
|
$
|
(1,108
|
)
|
|
$
|
15,191
|
|
|
$
|
57,553
|
|
Interest paid to depositors and creditors
|
|
60,569
|
|
|
36,424
|
|
|
27,400
|
|
|||
Dividends declared, but unpaid
|
|
12,674
|
|
|
10,185
|
|
|
7,243
|
|
|||
Common stock issued for acquisitions, net of issuance costs
|
|
83,303
|
|
|
534,090
|
|
|
54,896
|
|
|||
Non-cash transfers of loans to OREO
|
|
6,027
|
|
|
6,255
|
|
|
4,173
|
|
|||
Non-cash transfers of loans held-for-investment to loans held-for-sale
|
|
15,060
|
|
|
48,999
|
|
|
93,981
|
|
|||
Non-cash transfer of trading securities and securities available-for-sale to equity
securities
|
|
27,855
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
•
|
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.
|
|
|
Northern States
|
|
Standard
|
||||
|
|
October 12, 2018
|
|
January 6, 2017
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks and interest-bearing deposits in other banks
|
|
$
|
160,145
|
|
|
$
|
102,149
|
|
Equity securities
|
|
3,915
|
|
|
—
|
|
||
Securities available-for-sale
|
|
47,149
|
|
|
214,107
|
|
||
FHLB and FRB stock
|
|
554
|
|
|
3,247
|
|
||
Loans
|
|
284,924
|
|
|
1,762,303
|
|
||
OREO
|
|
2,549
|
|
|
8,424
|
|
||
Investment in BOLI
|
|
11,104
|
|
|
55,629
|
|
||
Goodwill
|
|
29,343
|
|
|
345,334
|
|
||
Other intangible assets
|
|
12,230
|
|
|
31,072
|
|
||
Premises, furniture, and equipment
|
|
7,039
|
|
|
56,517
|
|
||
Accrued interest receivable and other assets
|
|
19,717
|
|
|
60,278
|
|
||
Total assets
|
|
$
|
578,669
|
|
|
$
|
2,639,060
|
|
Liabilities
|
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$
|
346,714
|
|
|
$
|
675,354
|
|
Interest-bearing deposits
|
|
116,446
|
|
|
1,348,520
|
|
||
Total deposits
|
|
463,160
|
|
|
2,023,874
|
|
||
Borrowed funds
|
|
18,218
|
|
|
—
|
|
||
Senior and subordinated debt
|
|
8,038
|
|
|
—
|
|
||
Accrued interest payable and other liabilities
|
|
5,950
|
|
|
34,471
|
|
||
Total liabilities
|
|
495,366
|
|
|
2,058,345
|
|
||
Consideration Paid
|
|
|
|
|
||||
Common stock (2018 - 3,310,912, shares issued at $25.16 per share, 2017 -
21,057,085 share issued at $25.34 per share), net of issuance costs
|
|
83,303
|
|
|
533,590
|
|
||
Cash paid
|
|
—
|
|
|
47,125
|
|
||
Total consideration paid
|
|
83,303
|
|
|
580,715
|
|
||
|
|
$
|
578,669
|
|
|
$
|
2,639,060
|
|
(1)
|
As a result of accounting guidance adopted in 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."
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
One year or less
|
|
$
|
113,548
|
|
|
$
|
111,755
|
|
|
$
|
7,580
|
|
|
$
|
7,353
|
|
After one year to five years
|
|
176,349
|
|
|
173,565
|
|
|
2,236
|
|
|
2,169
|
|
||||
After five years to ten years
|
|
207,827
|
|
|
204,546
|
|
|
360
|
|
|
349
|
|
||||
After ten years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Securities that do not have a single contractual maturity date
|
|
1,814,196
|
|
|
1,782,143
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
2,311,920
|
|
|
$
|
2,272,009
|
|
|
$
|
10,176
|
|
|
$
|
9,871
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gains (losses) on sales of securities:
|
|
|
|
|
|
|
||||||
Gross realized gains
|
|
$
|
—
|
|
|
$
|
5,478
|
|
|
$
|
1,589
|
|
Gross realized losses
|
|
—
|
|
|
(7,354
|
)
|
|
(169
|
)
|
|||
Net realized gains (losses) on sales of securities
|
|
—
|
|
|
(1,876
|
)
|
|
1,420
|
|
|||
Non-cash impairment charges:
|
|
|
|
|
|
|
||||||
OTTI
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net realized gains (losses)
|
|
$
|
—
|
|
|
$
|
(1,876
|
)
|
|
$
|
1,420
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
23,345
|
|
|
$
|
23,345
|
|
OTTI included in earnings
(1)
:
|
|
|
|
|
|
|
||||||
Reduction for securities sales
(2)
|
|
—
|
|
|
(23,345
|
)
|
|
—
|
|
|||
Ending balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,345
|
|
(1)
|
Included in net securities gains (losses) in the Consolidated Statements of Income.
|
(2)
|
These reductions were driven by the sale of
11
CDOs with a carrying value of
$47.7 million
during the year ended December 31, 2017.
|
|
|
|
|
Less Than 12 Months
|
|
Greater Than 12 Months
|
|
Total
|
|||||||||||||||||||
|
|
Number of
Securities
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. treasury securities
|
|
17
|
|
|
$
|
15,894
|
|
|
$
|
57
|
|
|
$
|
13,886
|
|
|
$
|
118
|
|
|
$
|
29,780
|
|
|
$
|
175
|
|
U.S. agency securities
|
|
74
|
|
|
34,263
|
|
|
320
|
|
|
93,227
|
|
|
1,287
|
|
|
127,490
|
|
|
1,607
|
|
||||||
CMOs
|
|
234
|
|
|
171,901
|
|
|
1,671
|
|
|
863,747
|
|
|
23,013
|
|
|
1,035,648
|
|
|
24,684
|
|
||||||
MBSs
|
|
118
|
|
|
135,791
|
|
|
1,715
|
|
|
284,273
|
|
|
9,536
|
|
|
420,064
|
|
|
11,251
|
|
||||||
Municipal securities
|
|
423
|
|
|
60,863
|
|
|
558
|
|
|
109,935
|
|
|
2,316
|
|
|
170,798
|
|
|
2,874
|
|
||||||
Corporate debt securities
|
|
16
|
|
|
82,349
|
|
|
3,725
|
|
|
—
|
|
|
—
|
|
|
82,349
|
|
|
3,725
|
|
||||||
Total
|
|
882
|
|
|
$
|
501,061
|
|
|
$
|
8,046
|
|
|
$
|
1,365,068
|
|
|
$
|
36,270
|
|
|
$
|
1,866,129
|
|
|
$
|
44,316
|
|
Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Municipal securities
|
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,871
|
|
|
$
|
305
|
|
|
$
|
9,871
|
|
|
$
|
305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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 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."
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Commercial and industrial
|
|
$
|
4,120,293
|
|
|
$
|
3,529,914
|
|
Agricultural
|
|
430,928
|
|
|
430,886
|
|
||
Commercial real estate:
|
|
|
|
|
||||
Office, retail, and industrial
|
|
1,820,917
|
|
|
1,979,820
|
|
||
Multi-family
|
|
764,185
|
|
|
675,463
|
|
||
Construction
|
|
649,337
|
|
|
539,820
|
|
||
Other commercial real estate
|
|
1,361,810
|
|
|
1,358,515
|
|
||
Total commercial real estate
|
|
4,596,249
|
|
|
4,553,618
|
|
||
Total corporate loans
|
|
9,147,470
|
|
|
8,514,418
|
|
||
Home equity
|
|
851,607
|
|
|
827,055
|
|
||
1-4 family mortgages
|
|
1,017,181
|
|
|
774,357
|
|
||
Installment
|
|
430,525
|
|
|
321,982
|
|
||
Total consumer loans
|
|
2,299,313
|
|
|
1,923,394
|
|
||
Total loans
|
|
$
|
11,446,783
|
|
|
$
|
10,437,812
|
|
Deferred loan fees included in total loans
|
|
$
|
6,715
|
|
|
$
|
4,986
|
|
Overdrawn demand deposits included in total loans
|
|
8,583
|
|
|
8,587
|
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Loans pledged to secure:
|
|
|
|
|
||||
FHLB advances (blanket pledge)
|
|
$
|
4,443,268
|
|
|
$
|
4,587,240
|
|
FRB's Discount Window Primary Credit Program
|
|
1,166,128
|
|
|
1,099,712
|
|
||
Total
|
|
$
|
5,609,396
|
|
|
$
|
5,686,952
|
|
|
|
As of December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Corporate loan sales
|
|
|
|
|
|
|
||||||
Proceeds from sales
|
|
$
|
17,900
|
|
|
$
|
52,974
|
|
|
$
|
54,681
|
|
Less book value of loans sold
|
|
17,498
|
|
|
51,781
|
|
|
52,821
|
|
|||
Net gains on corporate sales
(1)
|
|
402
|
|
|
1,193
|
|
|
1,860
|
|
|||
1-4 family mortgage loan sales
|
|
|
|
|
|
|
||||||
Proceeds from sales
|
|
245,967
|
|
|
258,626
|
|
|
290,383
|
|
|||
Less book value of loans sold
|
|
240,807
|
|
|
252,741
|
|
|
283,312
|
|
|||
Net gains on 1-4 family mortgage sales
(2)
|
|
5,160
|
|
|
5,885
|
|
|
7,071
|
|
|||
Total net gains on loan sales
|
|
$
|
5,562
|
|
|
$
|
7,078
|
|
|
$
|
8,931
|
|
(1)
|
Net gains on corporate loan sales are included in other service charges, commissions, and fees in the Consolidated Statements of Income.
|
(2)
|
Net gains on 1-4 family mortgage loan sales are included in mortgage banking income in the Consolidated Statements of Income.
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
PCI
|
|
Non-PCI
|
|
Total
|
|
PCI
|
|
Non-PCI
|
|
Total
|
||||||||||||
Acquired loans
|
|
$
|
108,049
|
|
|
$
|
1,247,492
|
|
|
$
|
1,355,541
|
|
|
$
|
130,694
|
|
|
$
|
1,512,664
|
|
|
$
|
1,643,358
|
|
Covered loans
|
|
5,819
|
|
|
4,869
|
|
|
10,688
|
|
|
6,759
|
|
|
11,789
|
|
|
18,548
|
|
||||||
Total acquired and covered loans
|
|
$
|
113,868
|
|
|
$
|
1,252,361
|
|
|
$
|
1,366,229
|
|
|
$
|
137,453
|
|
|
$
|
1,524,453
|
|
|
$
|
1,661,906
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
3,314
|
|
|
$
|
4,522
|
|
|
$
|
3,903
|
|
Amortization
|
|
(1,208
|
)
|
|
(1,208
|
)
|
|
(1,185
|
)
|
|||
Change in expected reimbursements from the FDIC for changes in
expected credit losses
|
|
(237
|
)
|
|
(792
|
)
|
|
330
|
|
|||
Net payments to the FDIC
|
|
235
|
|
|
792
|
|
|
1,474
|
|
|||
Ending balance
|
|
$
|
2,104
|
|
|
$
|
3,314
|
|
|
$
|
4,522
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
32,957
|
|
|
$
|
19,386
|
|
|
$
|
24,912
|
|
Additions
|
|
3,699
|
|
|
27,316
|
|
|
3,981
|
|
|||
Accretion
|
|
(12,354
|
)
|
|
(15,529
|
)
|
|
(8,063
|
)
|
|||
Other
(1)
|
|
19,423
|
|
|
1,784
|
|
|
(1,444
|
)
|
|||
Ending balance
|
|
$
|
43,725
|
|
|
$
|
32,957
|
|
|
$
|
19,386
|
|
(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.
|
|
|
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 December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
|
$
|
4,085,164
|
|
|
$
|
8,832
|
|
|
$
|
26,297
|
|
|
$
|
35,129
|
|
|
$
|
4,120,293
|
|
|
|
$
|
33,507
|
|
|
$
|
422
|
|
Agricultural
|
|
428,357
|
|
|
940
|
|
|
1,631
|
|
|
2,571
|
|
|
430,928
|
|
|
|
1,564
|
|
|
101
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Office, retail, and industrial
|
|
1,803,059
|
|
|
8,209
|
|
|
9,649
|
|
|
17,858
|
|
|
1,820,917
|
|
|
|
6,510
|
|
|
4,081
|
|
|||||||
Multi-family
|
|
759,402
|
|
|
1,487
|
|
|
3,296
|
|
|
4,783
|
|
|
764,185
|
|
|
|
3,107
|
|
|
189
|
|
|||||||
Construction
|
|
645,774
|
|
|
3,419
|
|
|
144
|
|
|
3,563
|
|
|
649,337
|
|
|
|
144
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
1,353,442
|
|
|
4,921
|
|
|
3,447
|
|
|
8,368
|
|
|
1,361,810
|
|
|
|
2,854
|
|
|
2,197
|
|
|||||||
Total commercial real estate
|
|
4,561,677
|
|
|
18,036
|
|
|
16,536
|
|
|
34,572
|
|
|
4,596,249
|
|
|
|
12,615
|
|
|
6,467
|
|
|||||||
Total corporate loans
|
|
9,075,198
|
|
|
27,808
|
|
|
44,464
|
|
|
72,272
|
|
|
9,147,470
|
|
|
|
47,686
|
|
|
6,990
|
|
|||||||
Home equity
|
|
843,217
|
|
|
6,285
|
|
|
2,105
|
|
|
8,390
|
|
|
851,607
|
|
|
|
5,393
|
|
|
104
|
|
|||||||
1-4 family mortgages
|
|
1,009,925
|
|
|
4,361
|
|
|
2,895
|
|
|
7,256
|
|
|
1,017,181
|
|
|
|
3,856
|
|
|
1,147
|
|
|||||||
Installment
|
|
428,836
|
|
|
1,648
|
|
|
41
|
|
|
1,689
|
|
|
430,525
|
|
|
|
—
|
|
|
41
|
|
|||||||
Total consumer loans
|
|
2,281,978
|
|
|
12,294
|
|
|
5,041
|
|
|
17,335
|
|
|
2,299,313
|
|
|
|
9,249
|
|
|
1,292
|
|
|||||||
Total loans
|
|
$
|
11,357,176
|
|
|
$
|
40,102
|
|
|
$
|
49,505
|
|
|
$
|
89,607
|
|
|
$
|
11,446,783
|
|
|
|
$
|
56,935
|
|
|
$
|
8,282
|
|
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
$58,000
and
$763,000
as of
December 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.
|
|
|
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
|
||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beginning balance
|
|
$
|
55,791
|
|
|
$
|
10,996
|
|
|
$
|
2,534
|
|
|
$
|
3,481
|
|
|
$
|
6,381
|
|
|
$
|
16,546
|
|
|
$
|
1,000
|
|
|
$
|
96,729
|
|
Charge-offs
|
|
(36,477
|
)
|
|
(2,286
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(410
|
)
|
|
(8,806
|
)
|
|
—
|
|
|
(47,985
|
)
|
||||||||
Recoveries
|
|
2,946
|
|
|
334
|
|
|
3
|
|
|
125
|
|
|
1,532
|
|
|
1,681
|
|
|
—
|
|
|
6,621
|
|
||||||||
Net charge-offs
|
|
(33,531
|
)
|
|
(1,952
|
)
|
|
(2
|
)
|
|
124
|
|
|
1,122
|
|
|
(7,125
|
)
|
|
—
|
|
|
(41,364
|
)
|
||||||||
Provision for loan
losses and other |
|
41,016
|
|
|
(1,144
|
)
|
|
(68
|
)
|
|
(1,432
|
)
|
|
(2,569
|
)
|
|
12,051
|
|
|
200
|
|
|
48,054
|
|
||||||||
Ending Balance
|
|
$
|
63,276
|
|
|
$
|
7,900
|
|
|
$
|
2,464
|
|
|
$
|
2,173
|
|
|
$
|
4,934
|
|
|
$
|
21,472
|
|
|
$
|
1,200
|
|
|
$
|
103,419
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beginning balance
|
|
$
|
40,709
|
|
|
$
|
17,595
|
|
|
$
|
3,261
|
|
|
$
|
3,444
|
|
|
$
|
7,739
|
|
|
$
|
13,335
|
|
|
$
|
1,000
|
|
|
$
|
87,083
|
|
Charge-offs
|
|
(22,885
|
)
|
|
(190
|
)
|
|
—
|
|
|
(38
|
)
|
|
(755
|
)
|
|
(6,955
|
)
|
|
—
|
|
|
(30,823
|
)
|
||||||||
Recoveries
|
|
4,150
|
|
|
2,935
|
|
|
39
|
|
|
270
|
|
|
244
|
|
|
1,541
|
|
|
—
|
|
|
9,179
|
|
||||||||
Net charge-offs
|
|
(18,735
|
)
|
|
2,745
|
|
|
39
|
|
|
232
|
|
|
(511
|
)
|
|
(5,414
|
)
|
|
—
|
|
|
(21,644
|
)
|
||||||||
Provision for loan
losses and other
|
|
33,817
|
|
|
(9,344
|
)
|
|
(766
|
)
|
|
(195
|
)
|
|
(847
|
)
|
|
8,625
|
|
|
—
|
|
|
31,290
|
|
||||||||
Ending balance
|
|
$
|
55,791
|
|
|
$
|
10,996
|
|
|
$
|
2,534
|
|
|
$
|
3,481
|
|
|
$
|
6,381
|
|
|
$
|
16,546
|
|
|
$
|
1,000
|
|
|
$
|
96,729
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beginning balance
|
|
$
|
37,074
|
|
|
$
|
13,124
|
|
|
$
|
2,469
|
|
|
$
|
1,440
|
|
|
$
|
6,109
|
|
|
$
|
13,414
|
|
|
$
|
1,225
|
|
|
$
|
74,855
|
|
Charge-offs
|
|
(9,982
|
)
|
|
(4,707
|
)
|
|
(307
|
)
|
|
(134
|
)
|
|
(2,932
|
)
|
|
(5,231
|
)
|
|
—
|
|
|
(23,293
|
)
|
||||||||
Recoveries
|
|
2,451
|
|
|
337
|
|
|
97
|
|
|
56
|
|
|
524
|
|
|
1,298
|
|
|
—
|
|
|
4,763
|
|
||||||||
Net charge-offs
|
|
(7,531
|
)
|
|
(4,370
|
)
|
|
(210
|
)
|
|
(78
|
)
|
|
(2,408
|
)
|
|
(3,933
|
)
|
|
—
|
|
|
(18,530
|
)
|
||||||||
Provision for loan
losses and other |
|
11,166
|
|
|
8,841
|
|
|
1,002
|
|
|
2,082
|
|
|
4,038
|
|
|
3,854
|
|
|
(225
|
)
|
|
30,758
|
|
||||||||
Ending balance
|
|
$
|
40,709
|
|
|
$
|
17,595
|
|
|
$
|
3,261
|
|
|
$
|
3,444
|
|
|
$
|
7,739
|
|
|
$
|
13,335
|
|
|
$
|
1,000
|
|
|
$
|
87,083
|
|
|
|
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 December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial, industrial, and
agricultural |
|
$
|
32,415
|
|
|
$
|
4,514,349
|
|
|
$
|
4,457
|
|
|
$
|
4,551,221
|
|
|
$
|
3,961
|
|
|
$
|
58,947
|
|
|
$
|
368
|
|
|
$
|
63,276
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Office, retail, and industrial
|
|
5,057
|
|
|
1,799,304
|
|
|
16,556
|
|
|
1,820,917
|
|
|
748
|
|
|
5,984
|
|
|
1,168
|
|
|
7,900
|
|
||||||||
Multi-family
|
|
3,492
|
|
|
747,030
|
|
|
13,663
|
|
|
764,185
|
|
|
—
|
|
|
2,154
|
|
|
310
|
|
|
2,464
|
|
||||||||
Construction
|
|
—
|
|
|
644,499
|
|
|
4,838
|
|
|
649,337
|
|
|
—
|
|
|
2,019
|
|
|
154
|
|
|
2,173
|
|
||||||||
Other commercial real estate
|
|
1,545
|
|
|
1,305,444
|
|
|
54,821
|
|
|
1,361,810
|
|
|
—
|
|
|
4,180
|
|
|
754
|
|
|
4,934
|
|
||||||||
Total commercial real estate
|
|
10,094
|
|
|
4,496,277
|
|
|
89,878
|
|
|
4,596,249
|
|
|
748
|
|
|
14,337
|
|
|
2,386
|
|
|
17,471
|
|
||||||||
Total corporate loans
|
|
42,509
|
|
|
9,010,626
|
|
|
94,335
|
|
|
9,147,470
|
|
|
4,709
|
|
|
73,284
|
|
|
2,754
|
|
|
80,747
|
|
||||||||
Consumer
|
|
—
|
|
|
2,279,780
|
|
|
19,533
|
|
|
2,299,313
|
|
|
—
|
|
|
20,094
|
|
|
1,378
|
|
|
21,472
|
|
||||||||
Reserve for unfunded
commitments |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
|
1,200
|
|
||||||||
Total loans
|
|
$
|
42,509
|
|
|
$
|
11,290,406
|
|
|
$
|
113,868
|
|
|
$
|
11,446,783
|
|
|
$
|
4,709
|
|
|
$
|
94,578
|
|
|
$
|
4,132
|
|
|
$
|
103,419
|
|
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
|
|
|
|
As of December 31,
|
|||||||||||||||||||||||||||||||
|
|
2018
|
|
|
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
|
|
$
|
7,550
|
|
|
$
|
23,349
|
|
|
$
|
49,102
|
|
|
$
|
3,960
|
|
|
|
$
|
4,234
|
|
|
$
|
34,484
|
|
|
$
|
53,192
|
|
|
$
|
10,074
|
|
Agricultural
|
|
1,318
|
|
|
198
|
|
|
3,997
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Office, retail, and industrial
|
|
1,861
|
|
|
3,196
|
|
|
6,141
|
|
|
748
|
|
|
|
7,154
|
|
|
3,656
|
|
|
14,246
|
|
|
—
|
|
||||||||
Multi-family
|
|
3,492
|
|
|
—
|
|
|
3,492
|
|
|
—
|
|
|
|
621
|
|
|
—
|
|
|
621
|
|
|
—
|
|
||||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other commercial real estate
|
|
1,545
|
|
|
—
|
|
|
1,612
|
|
|
—
|
|
|
|
1,468
|
|
|
—
|
|
|
1,566
|
|
|
—
|
|
||||||||
Total commercial real estate
|
|
6,898
|
|
|
3,196
|
|
|
11,245
|
|
|
748
|
|
|
|
9,243
|
|
|
3,656
|
|
|
16,433
|
|
|
—
|
|
||||||||
Total impaired loans
individually evaluated for impairment |
|
$
|
15,766
|
|
|
$
|
26,743
|
|
|
$
|
64,344
|
|
|
$
|
4,709
|
|
|
|
$
|
13,477
|
|
|
$
|
38,140
|
|
|
$
|
69,625
|
|
|
$
|
10,074
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
(1)
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
(1)
|
|
Average
Recorded Investment |
|
Interest
Income Recognized (1) |
||||||||||||
Commercial and industrial
|
|
$
|
33,732
|
|
|
$
|
225
|
|
|
$
|
33,956
|
|
|
$
|
1,059
|
|
|
$
|
9,178
|
|
|
$
|
104
|
|
Agricultural
|
|
2,026
|
|
|
32
|
|
|
279
|
|
|
101
|
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Office, retail, and industrial
|
|
8,105
|
|
|
892
|
|
|
13,106
|
|
|
325
|
|
|
12,867
|
|
|
291
|
|
||||||
Multi-family
|
|
2,404
|
|
|
66
|
|
|
441
|
|
|
28
|
|
|
479
|
|
|
11
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
7
|
|
|
136
|
|
|
63
|
|
|
—
|
|
||||||
Other commercial real estate
|
|
2,179
|
|
|
406
|
|
|
1,615
|
|
|
41
|
|
|
2,809
|
|
|
86
|
|
||||||
Total commercial real estate
|
|
12,688
|
|
|
1,364
|
|
|
15,170
|
|
|
530
|
|
|
16,218
|
|
|
388
|
|
||||||
Total impaired loans
|
|
$
|
48,445
|
|
|
$
|
1,621
|
|
|
$
|
49,404
|
|
|
$
|
1,690
|
|
|
$
|
25,396
|
|
|
$
|
492
|
|
(1)
|
Recorded using the cash basis of accounting.
|
|
|
Pass
|
|
Special
Mention (1)(4) |
|
Substandard
(2)(4)
|
|
Non-accrual
(3)
|
|
Total
|
||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
3,952,066
|
|
|
$
|
74,878
|
|
|
$
|
59,842
|
|
|
$
|
33,507
|
|
|
$
|
4,120,293
|
|
Agricultural
|
|
407,542
|
|
|
10,070
|
|
|
11,752
|
|
|
1,564
|
|
|
430,928
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office, retail, and industrial
|
|
1,735,426
|
|
|
35,853
|
|
|
43,128
|
|
|
6,510
|
|
|
1,820,917
|
|
|||||
Multi-family
|
|
745,131
|
|
|
9,273
|
|
|
6,674
|
|
|
3,107
|
|
|
764,185
|
|
|||||
Construction
|
|
624,446
|
|
|
16,370
|
|
|
8,377
|
|
|
144
|
|
|
649,337
|
|
|||||
Other commercial real estate
|
|
1,294,128
|
|
|
47,736
|
|
|
17,092
|
|
|
2,854
|
|
|
1,361,810
|
|
|||||
Total commercial real estate
|
|
4,399,131
|
|
|
109,232
|
|
|
75,271
|
|
|
12,615
|
|
|
4,596,249
|
|
|||||
Total corporate loans
|
|
$
|
8,758,739
|
|
|
$
|
194,180
|
|
|
$
|
146,865
|
|
|
$
|
47,686
|
|
|
$
|
9,147,470
|
|
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 a well-defined weakness 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 a well-defined weakness that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected.
|
(4)
|
Total special mention and substandard loans includes accruing TDRs of
$630,000
as of
December 31, 2018
and
$657,000
as of
December 31, 2017
.
|
|
|
Performing
|
|
Non-accrual
|
|
Total
|
||||||
As of December 31, 2018
|
|
|
|
|
|
|
||||||
Home equity
|
|
$
|
846,214
|
|
|
$
|
5,393
|
|
|
$
|
851,607
|
|
1-4 family mortgages
|
|
1,013,325
|
|
|
3,856
|
|
|
1,017,181
|
|
|||
Installment
|
|
430,525
|
|
|
—
|
|
|
430,525
|
|
|||
Total consumer loans
|
|
$
|
2,290,064
|
|
|
$
|
9,249
|
|
|
$
|
2,299,313
|
|
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
|
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
Accruing
|
|
Non-accrual
(1)
|
|
Total
|
|
Accruing
|
|
Non-accrual
(1)
|
|
Total
|
||||||||||||
Commercial and industrial
|
|
$
|
246
|
|
|
$
|
5,994
|
|
|
$
|
6,240
|
|
|
$
|
264
|
|
|
$
|
18,959
|
|
|
$
|
19,223
|
|
Agricultural
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Office, retail, and industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,236
|
|
|
4,236
|
|
||||||
Multi-family
|
|
557
|
|
|
—
|
|
|
557
|
|
|
574
|
|
|
149
|
|
|
723
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other commercial real estate
|
|
181
|
|
|
—
|
|
|
181
|
|
|
192
|
|
|
—
|
|
|
192
|
|
||||||
Total commercial real estate
|
|
738
|
|
|
—
|
|
|
738
|
|
|
766
|
|
|
4,385
|
|
|
5,151
|
|
||||||
Total corporate loans
|
|
984
|
|
|
5,994
|
|
|
6,978
|
|
|
1,030
|
|
|
23,344
|
|
|
24,374
|
|
||||||
Home equity
|
|
113
|
|
|
327
|
|
|
440
|
|
|
86
|
|
|
738
|
|
|
824
|
|
||||||
1-4 family mortgages
|
|
769
|
|
|
291
|
|
|
1,060
|
|
|
680
|
|
|
451
|
|
|
1,131
|
|
||||||
Installment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer loans
|
|
882
|
|
|
618
|
|
|
1,500
|
|
|
766
|
|
|
1,189
|
|
|
1,955
|
|
||||||
Total loans
|
|
$
|
1,866
|
|
|
$
|
6,612
|
|
|
$
|
8,478
|
|
|
$
|
1,796
|
|
|
$
|
24,533
|
|
|
$
|
26,329
|
|
(1)
|
These TDRs are included in non-accrual loans in the preceding tables.
|
|
|
Number
of
Loans
|
|
Pre-Modification
Recorded
Investment
|
|
Funds
Disbursed
|
|
Interest
and Escrow
Capitalized
|
|
Charge-offs
|
|
Post-Modification
Recorded
Investment
|
|||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial and industrial
|
|
12
|
|
|
$
|
26,733
|
|
|
$
|
9,035
|
|
|
$
|
—
|
|
|
$
|
6,232
|
|
|
$
|
29,536
|
|
Office, retail, and industrial
|
|
2
|
|
|
3,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,656
|
|
|||||
Total loans restructured during the period
|
|
14
|
|
|
$
|
30,389
|
|
|
$
|
9,035
|
|
|
$
|
—
|
|
|
$
|
6,232
|
|
|
$
|
33,192
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Office, retail, and industrial
|
|
1
|
|
|
$
|
5,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,083
|
|
|
$
|
4,377
|
|
Other commercial real estate
|
|
1
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|||||
Total loans restructured during the period
|
|
2
|
|
|
$
|
6,205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,083
|
|
|
$
|
5,122
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Accruing
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
1,796
|
|
|
$
|
2,291
|
|
|
$
|
2,743
|
|
Additions
|
|
—
|
|
|
15,819
|
|
|
—
|
|
|||
Net payments
|
|
(50
|
)
|
|
(1,923
|
)
|
|
(120
|
)
|
|||
Returned to performing status
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net transfers from (to) non-accrual
|
|
120
|
|
|
(14,391
|
)
|
|
(332
|
)
|
|||
Ending balance
|
|
1,866
|
|
|
1,796
|
|
|
2,291
|
|
|||
Non-accrual
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
24,533
|
|
|
6,297
|
|
|
2,324
|
|
|||
Additions
|
|
527
|
|
|
14,570
|
|
|
6,205
|
|
|||
Net payments
|
|
(14,403
|
)
|
|
(4,380
|
)
|
|
(1,072
|
)
|
|||
Charge-offs
|
|
(3,925
|
)
|
|
(6,345
|
)
|
|
(1,492
|
)
|
|||
Transfers to OREO
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loans sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net transfers (to) from accruing
|
|
(120
|
)
|
|
14,391
|
|
|
332
|
|
|||
Ending balance
|
|
6,612
|
|
|
24,533
|
|
|
6,297
|
|
|||
Total TDRs
|
|
$
|
8,478
|
|
|
$
|
26,329
|
|
|
$
|
8,588
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
28,187
|
|
|
$
|
30,470
|
|
Premises
|
|
122,003
|
|
|
123,873
|
|
||
Furniture and equipment
|
|
127,421
|
|
|
115,013
|
|
||
Total cost
|
|
277,611
|
|
|
269,356
|
|
||
Accumulated depreciation
|
|
(148,831
|
)
|
|
(148,248
|
)
|
||
Net book value of premises, furniture, and equipment
|
|
128,780
|
|
|
121,108
|
|
||
Assets held-for-sale
|
|
3,722
|
|
|
2,208
|
|
||
Premises, furniture, and equipment, net
|
|
$
|
132,502
|
|
|
$
|
123,316
|
|
|
|
Total
|
||
Year Ending December 31,
|
|
|
||
2019
|
|
$
|
15,811
|
|
2020
|
|
16,780
|
|
|
2021
|
|
16,976
|
|
|
2022
|
|
16,967
|
|
|
2023
|
|
17,100
|
|
|
2024 and thereafter
|
|
117,806
|
|
|
Total minimum lease payments
|
|
$
|
201,440
|
|
|
|
Total
|
||
Year Ending December 31,
|
|
|
||
2019
|
|
$
|
648
|
|
2020
|
|
648
|
|
|
2021
|
|
648
|
|
|
2022
|
|
639
|
|
|
2023
|
|
612
|
|
|
2024 and thereafter
|
|
2,745
|
|
|
Total accretion
|
|
$
|
5,940
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Lease expense charged to operations
|
|
$
|
24,880
|
|
|
$
|
18,666
|
|
|
$
|
11,207
|
|
Accretion of operating lease intangible
(1)
|
|
(972
|
)
|
|
(1,180
|
)
|
|
(1,171
|
)
|
|||
Accretion of deferred gain on sale-leaseback transaction
(1)
|
|
(9,126
|
)
|
|
(5,872
|
)
|
|
(1,473
|
)
|
|||
Rental income from premises leased to others
(1)
|
|
(510
|
)
|
|
(682
|
)
|
|
(527
|
)
|
|||
Net operating lease expense
|
|
$
|
14,272
|
|
|
$
|
10,932
|
|
|
$
|
8,036
|
|
(1)
|
Included as reductions to net occupancy and equipment expense in the Consolidated Statements of Income.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
697,608
|
|
|
$
|
340,879
|
|
|
$
|
319,007
|
|
Acquisitions
|
|
31,201
|
|
|
356,729
|
|
|
21,872
|
|
|||
Ending balance
|
|
$
|
728,809
|
|
|
$
|
697,608
|
|
|
$
|
340,879
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||||||||
Beginning balance
|
|
$
|
97,976
|
|
|
$
|
40,827
|
|
|
$
|
57,149
|
|
|
$
|
58,959
|
|
|
$
|
32,962
|
|
|
$
|
25,997
|
|
|
$
|
48,550
|
|
|
$
|
28,280
|
|
|
$
|
20,270
|
|
Additions
|
|
12,230
|
|
|
—
|
|
|
12,230
|
|
|
39,017
|
|
|
—
|
|
|
39,017
|
|
|
10,409
|
|
|
—
|
|
|
10,409
|
|
|||||||||
Amortization expense
|
|
—
|
|
|
7,444
|
|
|
(7,444
|
)
|
|
—
|
|
|
7,865
|
|
|
(7,865
|
)
|
|
—
|
|
|
4,682
|
|
|
(4,682
|
)
|
|||||||||
Ending balance
|
|
$
|
110,206
|
|
|
$
|
48,271
|
|
|
$
|
61,935
|
|
|
$
|
97,976
|
|
|
$
|
40,827
|
|
|
$
|
57,149
|
|
|
$
|
58,959
|
|
|
$
|
32,962
|
|
|
$
|
25,997
|
|
Weighted-average remaining life (in years)
|
|
7.8
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
7.6
|
|
|||||||||||||||
Estimated remaining useful lives (in years)
|
|
0.7 to 9.8
|
|
|
|
|
|
|
|
|
0.2 to 9.3
|
|
|
|
|
|
|
|
|
0.6 to 9.3
|
|
|
|
Total
|
||
Year Ending December 31,
|
|
|
||
2019
|
|
$
|
8,296
|
|
2020
|
|
8,246
|
|
|
2021
|
|
8,170
|
|
|
2022
|
|
8,090
|
|
|
2023
|
|
7,713
|
|
|
2024 and thereafter
|
|
21,420
|
|
|
Total
|
|
$
|
61,935
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Demand deposits
|
|
$
|
3,642,989
|
|
|
$
|
3,576,190
|
|
Savings deposits
|
|
2,053,494
|
|
|
2,011,999
|
|
||
NOW accounts
|
|
2,063,213
|
|
|
1,962,304
|
|
||
Money market deposits
|
|
1,783,512
|
|
|
1,856,049
|
|
||
Time deposits less than $100,000
|
|
1,348,664
|
|
|
904,882
|
|
||
Time deposits greater than $100,000
|
|
1,192,240
|
|
|
741,901
|
|
||
Total deposits
|
|
$
|
12,084,112
|
|
|
$
|
11,053,325
|
|
|
|
Total
|
||
Year Ending December 31,
|
|
|
||
2019
|
|
$
|
1,907,914
|
|
2020
|
|
535,237
|
|
|
2021
|
|
60,897
|
|
|
2022
|
|
19,380
|
|
|
2023
|
|
17,299
|
|
|
2024 and thereafter
|
|
177
|
|
|
Total
|
|
$
|
2,540,904
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Securities sold under agreements to repurchase
|
|
$
|
121,079
|
|
|
$
|
124,884
|
|
FHLB advances
|
|
785,000
|
|
|
590,000
|
|
||
Total borrowed funds
|
|
$
|
906,079
|
|
|
$
|
714,884
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
FRBs Discount Window Primary Credit Program
|
|
$
|
881,113
|
|
|
$
|
843,618
|
|
Available federal funds lines
|
|
684,000
|
|
|
667,000
|
|
||
Correspondent bank line of credit
|
|
50,000
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
Issuance Date
|
|
Maturity Date
|
|
Interest Rate
|
|
2018
|
|
2017
|
||||
Subordinated notes
|
|
September 2016
|
|
September 2026
|
|
5.875%
|
|
$
|
147,282
|
|
|
$
|
146,927
|
|
Junior subordinated debentures:
|
|
|
|
|
|
|
|
|
|
|
||||
First Midwest Capital Trust I ("FMCT")
|
|
November 2003
|
|
December 2033
|
|
6.950%
|
|
37,803
|
|
|
37,801
|
|
||
Great Lakes Statutory Trust II ("GLST II")
(1)
|
|
December 2005
|
|
December 2035
|
|
L+1.400%
(2)
|
|
4,580
|
|
|
4,486
|
|
||
Great Lakes Statutory Trust III ("GLST III")
(1)
|
|
June 2007
|
|
September 2037
|
|
L+1.700%
(2)
|
|
6,071
|
|
|
5,956
|
|
||
Northern States Statutory Trust I ("NSST I")
(1)
|
|
September 2005
|
|
September 2035
|
|
L+1.800%
(2)
|
|
8,072
|
|
|
—
|
|
||
Total junior subordinated debentures
|
|
|
|
|
|
|
|
56,526
|
|
|
48,243
|
|
||
Total senior and subordinated debt
|
|
|
|
|
|
|
|
$
|
203,808
|
|
|
$
|
195,170
|
|
(1)
|
The junior subordinated debentures related to GLST II, GLST III, and NSST I were assumed by the Company through acquisitions. These amounts include acquisition adjustment discounts that total
$6.0 million
and
$4.0 million
as of December 31,
2018
and
2017
, respectively.
|
(2)
|
The interest rates are a variable rate, based on three-month LIBOR plus
1.400%
,
1.700%
and $
1.800%
for GLST II, GLST III, and NSST I, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Net income applicable to non-vested restricted shares
|
|
(1,312
|
)
|
|
(916
|
)
|
|
(1,043
|
)
|
|||
Net income applicable to common shares
|
|
$
|
156,558
|
|
|
$
|
97,471
|
|
|
$
|
91,306
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding (basic)
|
|
102,850
|
|
|
101,423
|
|
|
79,797
|
|
|||
Dilutive effect of common stock equivalents
|
|
4
|
|
|
20
|
|
|
13
|
|
|||
Weighted-average diluted common shares outstanding
|
|
102,854
|
|
|
101,443
|
|
|
79,810
|
|
|||
Basic EPS
|
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.14
|
|
Diluted EPS
|
|
1.52
|
|
|
0.96
|
|
|
1.14
|
|
|||
Anti-dilutive shares not included in the computation of diluted EPS
(1)
|
|
27
|
|
|
229
|
|
|
494
|
|
(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. The final outstanding stock options were exercised during the first quarter of 2018.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
13,497
|
|
|
$
|
93,540
|
|
|
$
|
46,748
|
|
State
|
|
(619
|
)
|
|
104
|
|
|
790
|
|
|||
Total
|
|
12,878
|
|
|
93,644
|
|
|
47,538
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
14,489
|
|
|
(12,219
|
)
|
|
(7,786
|
)
|
|||
State
|
|
11,820
|
|
|
8,142
|
|
|
6,419
|
|
|||
Total
|
|
26,309
|
|
|
(4,077
|
)
|
|
(1,367
|
)
|
|||
Total income tax expense
|
|
$
|
39,187
|
|
|
$
|
89,567
|
|
|
$
|
46,171
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Amount
|
|
% of Pretax Income
|
|
Amount
|
|
% of Pretax Income
|
|
Amount
|
|
% of Pretax Income
|
|||||||||
Statutory federal income tax
|
|
$
|
41,382
|
|
|
21.0
|
%
|
|
$
|
65,784
|
|
|
35.0
|
%
|
|
$
|
48,482
|
|
|
35.0
|
%
|
(Decrease) increase in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deferred tax asset revaluation
|
|
(8,721
|
)
|
|
(4.4
|
)
|
|
23,709
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|||
Tax-exempt income, net of interest expense
disallowance
|
|
(3,104
|
)
|
|
(1.6
|
)
|
|
(5,065
|
)
|
|
(2.7
|
)
|
|
(5,439
|
)
|
|
(3.9
|
)
|
|||
State income tax, net of federal income tax effect
|
|
8,846
|
|
|
4.5
|
|
|
5,069
|
|
|
2.7
|
|
|
4,323
|
|
|
3.1
|
|
|||
Other
|
|
784
|
|
|
0.4
|
|
|
70
|
|
|
0.1
|
|
|
(1,195
|
)
|
|
(0.9
|
)
|
|||
Total
|
|
$
|
39,187
|
|
|
19.9
|
%
|
|
$
|
89,567
|
|
|
47.7
|
%
|
|
$
|
46,171
|
|
|
33.3
|
%
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for credit losses
|
|
$
|
19,591
|
|
|
$
|
20,285
|
|
Deferred gain on sale-leaseback transaction
|
|
13,752
|
|
|
15,668
|
|
||
Federal net operating loss ("NOL") carryforwards
|
|
8,871
|
|
|
—
|
|
||
Equity based compensation
|
|
3,971
|
|
|
3,605
|
|
||
State NOL carryforwards
|
|
3,293
|
|
|
3,384
|
|
||
Non-equity based compensation
|
|
2,210
|
|
|
897
|
|
||
OREO
|
|
1,460
|
|
|
2,089
|
|
||
Deferred incentives
|
|
1,382
|
|
|
29
|
|
||
Property valuation adjustments
|
|
1,214
|
|
|
69
|
|
||
AMT and other credit carryforwards
|
|
244
|
|
|
667
|
|
||
Other
|
|
8,179
|
|
|
12,419
|
|
||
Total deferred tax assets
|
|
64,167
|
|
|
59,112
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Accrued retirement benefits
|
|
(8,502
|
)
|
|
(3,517
|
)
|
||
Fixed assets
|
|
(7,322
|
)
|
|
(1,660
|
)
|
||
Deferred loan fees and costs
|
|
(4,985
|
)
|
|
(4,169
|
)
|
||
Cancellation of indebtedness income
|
|
—
|
|
|
(641
|
)
|
||
Acquisition adjustments
|
|
(686
|
)
|
|
2,489
|
|
||
Other
|
|
(2,823
|
)
|
|
(2,449
|
)
|
||
Total deferred tax liabilities
|
|
(24,318
|
)
|
|
(9,947
|
)
|
||
Deferred tax valuation allowance
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
|
39,849
|
|
|
49,165
|
|
||
Tax effect of adjustments related to other comprehensive (loss) income
|
|
20,280
|
|
|
15,571
|
|
||
Net deferred tax assets including adjustments
|
|
$
|
60,129
|
|
|
$
|
64,736
|
|
NOL carryforwards available to offset future taxable income:
|
|
|
|
|
||||
Federal gross NOL carryforwards, begin to expire in 2028
|
|
$
|
42,242
|
|
|
$
|
—
|
|
Illinois gross NOL carryforwards, begin to expire in 2024
|
|
209,802
|
|
|
188,995
|
|
||
Indiana gross NOL carryforwards, begin to expire in 2025
|
|
14,260
|
|
|
16,174
|
|
||
Wisconsin gross NOL carryforwards, begin to expire in 2032
|
|
1,212
|
|
|
—
|
|
||
AMT credits
|
|
—
|
|
|
410
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
16,248
|
|
|
$
|
2,039
|
|
|
$
|
1,408
|
|
Additions for tax positions relating to the current year
|
|
1,209
|
|
|
845
|
|
|
640
|
|
|||
Additions for tax positions relating to prior years
|
|
582
|
|
|
13,389
|
|
|
—
|
|
|||
Reductions for tax positions relating to prior years
|
|
(60
|
)
|
|
(25
|
)
|
|
(9
|
)
|
|||
Reductions for settlements with taxing authorities
|
|
(1,629
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
16,350
|
|
|
$
|
16,248
|
|
|
$
|
2,039
|
|
Interest and penalties not included above
(1)
:
|
|
|
|
|
|
|
||||||
Interest (income) expense, net of tax effect, and penalties
|
|
$
|
(21
|
)
|
|
$
|
118
|
|
|
$
|
49
|
|
Accrued interest and penalties, net of tax effect, at end of year
|
|
170
|
|
|
191
|
|
|
73
|
|
(1)
|
Included in income tax expense in the Consolidated Statements of Income.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Profit sharing expense
(1)
|
|
$
|
7,803
|
|
|
$
|
7,346
|
|
|
$
|
6,171
|
|
Company dividends received by the Profit Sharing Plan
|
|
$
|
457
|
|
|
$
|
441
|
|
|
$
|
494
|
|
Company shares held by the Profit Sharing Plan at the end of the year:
|
|
|
|
|
|
|
||||||
Number of shares
|
|
1,047,213
|
|
|
1,079,975
|
|
|
1,175,858
|
|
|||
Fair value
|
|
$
|
20,745
|
|
|
$
|
25,930
|
|
|
$
|
29,667
|
|
(1)
|
Included in retirement and other employee benefits in the Consolidated Statements of Income.
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Accumulated benefit obligation
|
|
$
|
58,271
|
|
|
$
|
67,923
|
|
Change in projected benefit obligation
|
|
|
|
|
||||
Beginning balance
|
|
$
|
67,923
|
|
|
$
|
68,959
|
|
Service cost
|
|
—
|
|
|
—
|
|
||
Interest cost
|
|
2,031
|
|
|
1,712
|
|
||
Settlements
|
|
(7,199
|
)
|
|
(6,271
|
)
|
||
Actuarial (gain) loss
|
|
(3,717
|
)
|
|
4,240
|
|
||
Benefits paid
|
|
(767
|
)
|
|
(717
|
)
|
||
Ending balance
|
|
$
|
58,271
|
|
|
$
|
67,923
|
|
Change in fair value of plan assets
|
|
|
|
|
||||
Beginning balance
|
|
$
|
66,159
|
|
|
$
|
65,189
|
|
Actual return on plan assets
|
|
(6,983
|
)
|
|
7,958
|
|
||
Benefits paid
|
|
(767
|
)
|
|
(717
|
)
|
||
Employer contributions
|
|
25,000
|
|
|
—
|
|
||
Settlements
|
|
(7,199
|
)
|
|
(6,271
|
)
|
||
Ending balance
|
|
$
|
76,210
|
|
|
$
|
66,159
|
|
Funded status recognized in the Consolidated Statements of Financial Condition
|
|
|
|
|
||||
Noncurrent asset (liability)
|
|
$
|
17,939
|
|
|
$
|
(1,764
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
|
29,345
|
|
|
25,495
|
|
||
Net amount recognized
|
|
$
|
29,345
|
|
|
$
|
25,495
|
|
Actuarial losses included in accumulated other comprehensive loss as a percent of
|
|
|
|
|
||||
Accumulated benefit obligation
|
|
50.4
|
%
|
|
37.5
|
%
|
||
Fair value of plan assets
|
|
38.5
|
%
|
|
38.5
|
%
|
||
Amounts expected to be amortized from accumulated other comprehensive loss
into net periodic benefit cost in the next fiscal year
|
|
|
|
|
||||
Prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
|
426
|
|
|
561
|
|
||
Net amount expected to be recognized
|
|
$
|
426
|
|
|
$
|
561
|
|
Weighted-average assumptions at the end of the year used to determine the
actuarial present value of the projected benefit obligation
|
|
|
|
|
||||
Discount rate
|
|
4.10
|
%
|
|
3.45
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
2,031
|
|
|
$
|
1,712
|
|
|
$
|
1,635
|
|
Expected return on plan assets
|
|
(3,820
|
)
|
|
(3,802
|
)
|
|
(4,057
|
)
|
|||
Recognized net actuarial loss
|
|
533
|
|
|
591
|
|
|
571
|
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recognized settlement loss
|
|
2,703
|
|
|
2,480
|
|
|
1,338
|
|
|||
Net periodic cost (income)
|
|
1,447
|
|
|
981
|
|
|
(513
|
)
|
|||
Other changes in plan assets and benefit obligations recognized as
a charge to other comprehensive (loss) income
|
||||||||||||
Net loss for the period
|
|
(7,086
|
)
|
|
(83
|
)
|
|
(3,911
|
)
|
|||
Amortization of net loss
|
|
3,236
|
|
|
3,071
|
|
|
1,909
|
|
|||
Total unrealized (loss) gain
|
|
(3,850
|
)
|
|
2,988
|
|
|
(2,002
|
)
|
|||
Total recognized in net periodic pension cost and other
comprehensive (loss) income
|
|
$
|
(5,297
|
)
|
|
$
|
2,007
|
|
|
$
|
(1,489
|
)
|
Weighted-average assumptions used to determine the net periodic
cost
|
||||||||||||
Discount rate
|
|
3.45
|
%
|
|
3.86
|
%
|
|
3.99
|
%
|
|||
Expected return on plan assets
|
|
5.75
|
%
|
|
6.25
|
%
|
|
6.50
|
%
|
|
|
|
|
|
|
Percentage of Plan Assets
as of December 31,
|
||||||
|
|
Target Allocation
|
|
Fair Value of Plan Assets
(1)
|
|
|||||||
|
|
2018
|
|
2017
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||
Equity securities
|
|
50 - 60%
|
|
$
|
46,772
|
|
|
61
|
%
|
|
60
|
%
|
Fixed income
|
|
30 - 48%
|
|
27,887
|
|
|
37
|
%
|
|
35
|
%
|
|
Cash equivalents
|
|
2 - 10%
|
|
1,551
|
|
|
2
|
%
|
|
5
|
%
|
|
Total
|
|
|
|
$
|
76,210
|
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Additional information regarding the fair value of Pension Plan assets as of
December 31, 2018
can be found in Note
21
, "
Fair Value
."
|
|
|
As of December 31, 2018
|
||||
|
|
Shares
Authorized
|
|
Shares Available
For Grant
|
||
2018 Stock and Incentive Plan
(1)
|
|
3,254,706
|
|
|
3,223,548
|
|
Directors Plan
|
|
481,250
|
|
|
116,532
|
|
(1)
|
The shares of the Company's Common Stock underlying all outstanding equity awards governed by the Omnibus Plan that are canceled, forfeited, or expire will be available for issuance under the 2018 Stock and Incentive Plan.
|
|
|
Year Ended December 31, 2018
|
|||||
|
|
Number of Options
|
|
Weighted Average
Exercise
Price
|
|||
Options outstanding beginning balance
|
|
232
|
|
|
$
|
25.19
|
|
Exercised
|
|
(42
|
)
|
|
12.17
|
|
|
Expired
|
|
(190
|
)
|
|
28.10
|
|
|
Options outstanding ending balance
|
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||
|
|
Restricted Stock/Unit Awards
|
|
Performance Shares
|
||||||||||
|
|
Number of
Shares/Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Non-vested awards beginning balance
|
|
1,053
|
|
|
$
|
20.36
|
|
|
466
|
|
|
$
|
18.16
|
|
Granted
|
|
427
|
|
|
24.96
|
|
|
133
|
|
|
24.96
|
|
||
Vested
|
|
(454
|
)
|
|
17.54
|
|
|
(97
|
)
|
|
17.54
|
|
||
Forfeited
|
|
(79
|
)
|
|
22.86
|
|
|
(34
|
)
|
|
22.86
|
|
||
Non-vested awards ending balance
|
|
947
|
|
|
$
|
23.32
|
|
|
468
|
|
|
$
|
19.88
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value of restricted stock, restricted stock unit, and
performance share awards granted during the year
|
|
$
|
24.96
|
|
|
$
|
24.71
|
|
|
$
|
17.28
|
|
Total fair value of restricted stock, restricted stock unit, and performance share
awards vested during the year
|
|
10,870
|
|
|
13,760
|
|
|
12,231
|
|
|||
Income tax benefit realized from the vesting/release of restricted stock, restricted
stock unit, and performance share awards
|
|
2,970
|
|
|
4,007
|
|
|
2,529
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total share-based compensation expense
(1)
|
|
$
|
12,062
|
|
|
$
|
11,223
|
|
|
$
|
7,879
|
|
Income tax benefit
|
|
3,365
|
|
|
4,601
|
|
|
3,152
|
|
|||
Share-based compensation expense, net of tax
|
|
$
|
8,697
|
|
|
$
|
6,622
|
|
|
$
|
4,727
|
|
Unrecognized compensation expense
|
|
$
|
13,982
|
|
|
$
|
13,266
|
|
|
$
|
9,990
|
|
Weighted-average amortization period remaining (in years)
|
|
1.2
|
|
|
1.3
|
|
|
1.3
|
|
(1)
|
Comprised of restricted stock, restricted stock unit, and performance share awards expense.
|
|
|
Actual
|
|
Adequately
Capitalized
|
|
To Be Well-Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||
|
|
Capital
|
|
Ratio %
|
|
Capital
|
|
Ratio %
|
|
Capital
|
|
Ratio %
|
||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
$
|
1,626,489
|
|
|
12.62
|
|
$
|
1,273,103
|
|
|
9.875
|
|
N/A
|
|
|
N/A
|
|
First Midwest Bank
|
|
1,463,026
|
|
|
11.39
|
|
1,268,662
|
|
|
9.875
|
|
$
|
1,284,721
|
|
|
10.00
|
||
Tier 1 capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,315,098
|
|
|
10.20
|
|
1,015,259
|
|
|
7.875
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,359,607
|
|
|
10.58
|
|
1,011,718
|
|
|
7.875
|
|
1,027,777
|
|
|
8.00
|
|||
CET1 to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,315,432
|
|
|
10.20
|
|
821,876
|
|
|
6.375
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,359,607
|
|
|
10.58
|
|
819,009
|
|
|
6.375
|
|
835,068
|
|
|
6.50
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,315,098
|
|
|
8.90
|
|
591,293
|
|
|
4.000
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,359,607
|
|
|
9.41
|
|
577,991
|
|
|
4.000
|
|
722,488
|
|
|
5.00
|
|||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
$
|
1,448,124
|
|
|
12.15
|
|
$
|
1,102,634
|
|
|
9.250
|
|
N/A
|
|
|
N/A
|
|
First Midwest Bank
|
|
1,300,809
|
|
|
10.95
|
|
1,099,133
|
|
|
9.250
|
|
$
|
1,188,252
|
|
|
10.00
|
||
Tier 1 capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,204,468
|
|
|
10.10
|
|
864,227
|
|
|
7.250
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,204,080
|
|
|
10.13
|
|
861,482
|
|
|
7.250
|
|
950,601
|
|
|
8.00
|
|||
CET1 to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,153,939
|
|
|
9.68
|
|
685,421
|
|
|
5.750
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,204,080
|
|
|
10.13
|
|
683,245
|
|
|
5.750
|
|
772,364
|
|
|
6.50
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Midwest Bancorp, Inc.
|
|
1,204,468
|
|
|
8.99
|
|
536,200
|
|
|
4.000
|
|
N/A
|
|
|
N/A
|
|||
First Midwest Bank
|
|
1,204,080
|
|
|
9.10
|
|
529,147
|
|
|
4.000
|
|
661,434
|
|
|
5.00
|
•
|
A minimum ratio of CET1 to risk-weighted assets of at least
4.5%
, plus a
2.5%
"capital conservation buffer" (resulting in a minimum ratio of CET1 to risk-weighted assets of at least
7.0%
).
|
•
|
A minimum ratio of Tier 1 capital to risk-weighted assets of at least
6.0%
, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of
8.5%
).
|
•
|
A minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least
8.0%
, plus the capital conservation buffer (resulting in a minimum total capital ratio of
10.5%
).
|
•
|
A minimum leverage ratio of
4.0%
, calculated as the ratio of Tier 1 capital to average assets.
|
|
|
As of December 31,
|
||
|
|
2017
|
||
Gross notional amount outstanding
|
|
$
|
5,458
|
|
Derivative liability fair value in other liabilities
|
|
(101
|
)
|
|
Weighted-average interest rate received
|
|
3.38
|
%
|
|
Weighted-average interest rate paid
|
|
5.96
|
%
|
|
Weighted-average maturity (in years)
|
|
0.84
|
|
|
Fair value of derivative
(1)
|
|
$
|
110
|
|
(1)
|
This amount represents the fair value if credit risk related contingent features were triggered.
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Gross notional amount outstanding
|
|
$
|
2,280,000
|
|
|
$
|
1,960,000
|
|
Derivative asset fair value in other assets
(1)
|
|
6,889
|
|
|
3,989
|
|
||
Derivative liability fair value in other liabilities
(1)
|
|
(11,328
|
)
|
|
(10,219
|
)
|
||
Weighted-average interest rate received
|
|
2.12
|
%
|
|
1.58
|
%
|
||
Weighted-average interest rate paid
|
|
2.20
|
%
|
|
1.61
|
%
|
||
Weighted-average maturity (in years)
|
|
1.53
|
|
|
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.
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Gross notional amount outstanding
|
|
$
|
3,085,226
|
|
|
$
|
2,665,358
|
|
Derivative asset fair value in other assets
(1)
|
|
25,168
|
|
|
17,079
|
|
||
Derivative liability fair value in other liabilities
(1)
|
|
(17,533
|
)
|
|
(14,930
|
)
|
||
Fair value of derivative
(2)
|
|
18,013
|
|
|
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 resuts in no fair value.
|
(2)
|
This amount represents the fair value if credit risk related contingent factors were triggered.
|
|
|
Years Ended December 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
(Gains) losses recognized in other comprehensive income
|
|
|
|
|
|
|
||||||
Interest rate swaps in interest income
|
|
$
|
18,776
|
|
|
$
|
11,150
|
|
|
$
|
(4,674
|
)
|
Interest rate swaps in interest expense
|
|
(20,500
|
)
|
|
(8,025
|
)
|
|
(1,068
|
)
|
|||
Reclassification of (gains) losses included in net income
|
|
|
|
|
|
|
||||||
Interest rate swaps in interest income
|
|
$
|
2,611
|
|
|
$
|
5,159
|
|
|
$
|
7,641
|
|
Interest rate swaps in interest expense
|
|
(3,673
|
)
|
|
(3,951
|
)
|
|
(4,074
|
)
|
|
|
Years Ended December 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
||||||
Interest rate swaps in interest income
|
|
$
|
(92
|
)
|
|
$
|
(167
|
)
|
|
$
|
(413
|
)
|
Cash Flow Hedges
|
|
|
|
|
|
|
||||||
Interest rate swaps in interest income
|
|
2,611
|
|
|
5,159
|
|
|
7,641
|
|
|||
Interest rate swaps in interest expense
|
|
(3,673
|
)
|
|
(3,951
|
)
|
|
(4,074
|
)
|
|||
Total cash flow hedges
|
|
(1,062
|
)
|
|
1,208
|
|
|
3,567
|
|
|||
Total net (losses) gains on hedges
|
|
$
|
(1,154
|
)
|
|
$
|
1,041
|
|
|
$
|
3,154
|
|
|
As of December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts recognized
|
$
|
32,057
|
|
|
$
|
28,861
|
|
|
$
|
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)
|
32,057
|
|
|
28,861
|
|
|
21,068
|
|
|
25,250
|
|
||||
Gross amounts not offset in the Consolidated Statements of
Financial Condition:
|
|
|
|
|
|
|
|
||||||||
Offsetting derivative positions
|
(11,678
|
)
|
|
(11,678
|
)
|
|
(16,880
|
)
|
|
(16,880
|
)
|
||||
Cash collateral pledged
|
(9,060
|
)
|
|
(3,506
|
)
|
|
—
|
|
|
(8,370
|
)
|
||||
Net credit exposure
|
$
|
11,319
|
|
|
$
|
13,677
|
|
|
$
|
4,188
|
|
|
$
|
—
|
|
(1)
|
Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Commitments to extend credit:
|
|
|
|
|
||||
Commercial, industrial, and agricultural
|
|
$
|
1,729,286
|
|
|
$
|
1,729,426
|
|
Commercial real estate
|
|
296,882
|
|
|
377,551
|
|
||
Home equity
|
|
570,553
|
|
|
514,973
|
|
||
Other commitments
(1)
|
|
244,917
|
|
|
244,222
|
|
||
Total commitments to extend credit
|
|
$
|
2,841,638
|
|
|
$
|
2,866,172
|
|
Letters of credit
|
|
$
|
112,728
|
|
|
$
|
128,801
|
|
(1)
|
Other commitments includes installment and overdraft protection program commitments.
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Observable inputs other than level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed.
|
|
|
As of December 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)
|
|
19,658
|
|
|
11,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Securities available-for-sale
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
37,767
|
|
|
—
|
|
|
—
|
|
|
46,345
|
|
|
—
|
|
|
—
|
|
||||||
U.S. agency securities
|
|
—
|
|
|
142,563
|
|
|
—
|
|
|
—
|
|
|
156,847
|
|
|
—
|
|
||||||
CMOs
|
|
—
|
|
|
1,315,209
|
|
|
—
|
|
|
—
|
|
|
1,095,186
|
|
|
—
|
|
||||||
MBSs
|
|
—
|
|
|
466,934
|
|
|
—
|
|
|
—
|
|
|
369,543
|
|
|
—
|
|
||||||
Municipal securities
|
|
—
|
|
|
227,187
|
|
|
—
|
|
|
—
|
|
|
208,991
|
|
|
—
|
|
||||||
Corporate debt securities
|
|
—
|
|
|
82,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,297
|
|
|
—
|
|
||||||
Total securities available-for-sale
|
|
37,767
|
|
|
2,234,242
|
|
|
—
|
|
|
46,345
|
|
|
1,837,864
|
|
|
—
|
|
||||||
Mortgage servicing rights ("MSRs")
(2)
|
|
—
|
|
|
—
|
|
|
6,730
|
|
|
—
|
|
|
—
|
|
|
5,894
|
|
||||||
Derivative assets
(2)
|
|
—
|
|
|
32,057
|
|
|
—
|
|
|
—
|
|
|
21,068
|
|
|
—
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
(3)
|
|
$
|
—
|
|
|
$
|
28,861
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
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 not 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 8 of this Form 10-K.
|
(2)
|
Included in other assets in the Consolidated Statements of Financial Condition.
|
(3)
|
Included in other liabilities in the Consolidated Statements of Financial Condition.
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Beginning balance
|
|
$
|
33,260
|
|
|
$
|
31,529
|
|
Additions
|
|
—
|
|
|
—
|
|
||
Change in other comprehensive income
(1)
|
|
14,421
|
|
|
2,337
|
|
||
Paydowns and sales
|
|
(47,681
|
)
|
|
(606
|
)
|
||
Ending balance
|
|
$
|
—
|
|
|
$
|
33,260
|
|
(1)
|
Included in
unrealized holding (losses) gains
in the Consolidated Statements of Comprehensive Income.
|
|
|
As of December 31,
|
||||||||
|
|
2018
|
|
2017
|
||||||
Prepayment speed
|
|
6.5
|
%
|
-
|
13.5%
|
|
4.2
|
%
|
-
|
13.1%
|
Maturity (months)
|
|
20
|
|
-
|
104
|
|
6
|
|
-
|
92
|
Discount rate
|
|
9.5
|
%
|
-
|
12.0%
|
|
9.5
|
%
|
-
|
12.0%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
5,894
|
|
|
$
|
6,120
|
|
|
$
|
1,853
|
|
Additions from acquisition
|
|
—
|
|
|
—
|
|
|
3,092
|
|
|||
New MSRs
|
|
1,080
|
|
|
673
|
|
|
1,263
|
|
|||
Total gains (losses) included in earnings
(1)
:
|
|
|
|
|
|
|
||||||
Changes in valuation inputs and assumptions
|
|
475
|
|
|
(41
|
)
|
|
610
|
|
|||
Other changes in fair value
(2)
|
|
(719
|
)
|
|
(858
|
)
|
|
(698
|
)
|
|||
Ending balance
(3)
|
|
$
|
6,730
|
|
|
$
|
5,894
|
|
|
$
|
6,120
|
|
Contractual servicing fees earned during the year
(1)
|
|
$
|
1,517
|
|
|
$
|
1,536
|
|
|
$
|
1,312
|
|
Total amount of loans being serviced for the benefit of
others at the end of the year
|
|
627,323
|
|
|
607,016
|
|
|
640,530
|
|
(1)
|
Included in mortgage banking income in the Consolidated Statements of Income and related to assets held as of December 31,
2018
,
2017
, and
2016
.
|
(2)
|
Primarily represents changes in expected future cash flows over time due to payoffs and paydowns.
|
(3)
|
Included in other assets in the Consolidated Statements of Financial Condition.
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Pension plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mutual funds
(1)
|
|
$
|
27,246
|
|
|
$
|
—
|
|
|
$
|
27,246
|
|
|
$
|
41,002
|
|
|
$
|
—
|
|
|
$
|
41,002
|
|
U.S. government and government
agency securities
|
|
4,389
|
|
|
3,626
|
|
|
8,015
|
|
|
3,678
|
|
|
9,397
|
|
|
13,075
|
|
||||||
Corporate bonds
|
|
—
|
|
|
10,472
|
|
|
10,472
|
|
|
—
|
|
|
9,171
|
|
|
9,171
|
|
||||||
Common stocks
|
|
26,882
|
|
|
—
|
|
|
26,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common trust funds
|
|
—
|
|
|
3,595
|
|
|
3,595
|
|
|
—
|
|
|
2,911
|
|
|
2,911
|
|
||||||
Total pension plan assets
|
|
$
|
58,517
|
|
|
$
|
17,693
|
|
|
$
|
76,210
|
|
|
$
|
44,680
|
|
|
$
|
21,479
|
|
|
$
|
66,159
|
|
(1)
|
Includes mutual funds, money market funds, cash, cash equivalents, and accrued interest.
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Collateral-dependent impaired loans
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,565
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,240
|
|
OREO
(2)
|
|
—
|
|
|
—
|
|
|
6,012
|
|
|
—
|
|
|
—
|
|
|
12,340
|
|
||||||
Loans held-for-sale
(3)
|
|
—
|
|
|
—
|
|
|
3,478
|
|
|
—
|
|
|
—
|
|
|
21,098
|
|
||||||
Assets held-for-sale
(4)
|
|
—
|
|
|
—
|
|
|
3,722
|
|
|
—
|
|
|
—
|
|
|
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.
|
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
|
|
Fair Value Hierarchy
Level |
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
|
1
|
|
$
|
211,189
|
|
|
$
|
211,189
|
|
|
$
|
192,800
|
|
|
$
|
192,800
|
|
Interest-bearing deposits in other banks
|
|
2
|
|
78,069
|
|
|
78,069
|
|
|
153,770
|
|
|
153,770
|
|
||||
Securities held-to-maturity
|
|
2
|
|
10,176
|
|
|
9,871
|
|
|
13,760
|
|
|
12,013
|
|
||||
FHLB and FRB stock
|
|
2
|
|
80,302
|
|
|
80,302
|
|
|
69,708
|
|
|
69,708
|
|
||||
Loans
|
|
3
|
|
11,346,668
|
|
|
11,052,040
|
|
|
10,345,397
|
|
|
10,059,992
|
|
||||
Investment in BOLI
|
|
3
|
|
296,733
|
|
|
296,733
|
|
|
279,900
|
|
|
279,900
|
|
||||
Accrued interest receivable
|
|
3
|
|
54,847
|
|
|
54,847
|
|
|
45,261
|
|
|
45,261
|
|
||||
Other interest-earning assets
|
|
3
|
|
5
|
|
|
5
|
|
|
228
|
|
|
228
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
|
2
|
|
$
|
12,084,112
|
|
|
$
|
12,064,604
|
|
|
$
|
11,053,325
|
|
|
$
|
11,038,819
|
|
Borrowed funds
|
|
2
|
|
906,079
|
|
|
906,079
|
|
|
714,884
|
|
|
714,884
|
|
||||
Senior and subordinated debt
|
|
2
|
|
203,808
|
|
|
211,207
|
|
|
195,170
|
|
|
208,666
|
|
||||
Accrued interest payable
|
|
2
|
|
10,005
|
|
|
10,005
|
|
|
4,704
|
|
|
4,704
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
158,026
|
|
|
$
|
120,812
|
|
Investments in and advances to subsidiaries
|
|
2,091,158
|
|
|
1,952,414
|
|
||
Other assets
|
|
55,782
|
|
|
43,606
|
|
||
Total assets
|
|
$
|
2,304,966
|
|
|
$
|
2,116,832
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Senior and subordinated debt
|
|
$
|
203,808
|
|
|
$
|
195,170
|
|
Accrued interest payable and other liabilities
|
|
46,160
|
|
|
56,788
|
|
||
Stockholders' equity
|
|
2,054,998
|
|
|
1,864,874
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
2,304,966
|
|
|
$
|
2,116,832
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
|
$
|
86,095
|
|
|
$
|
74,091
|
|
|
$
|
86,791
|
|
Interest income
|
|
453
|
|
|
2,211
|
|
|
2,188
|
|
|||
Securities transactions and other
|
|
280
|
|
|
(1,372
|
)
|
|
215
|
|
|||
Total income
|
|
86,828
|
|
|
74,930
|
|
|
89,194
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Interest expense
|
|
12,708
|
|
|
12,428
|
|
|
12,477
|
|
|||
Salaries and employee benefits
|
|
22,430
|
|
|
20,978
|
|
|
16,104
|
|
|||
Other expenses
|
|
9,440
|
|
|
9,126
|
|
|
7,110
|
|
|||
Total expenses
|
|
44,578
|
|
|
42,532
|
|
|
35,691
|
|
|||
Income before income tax benefit and equity in undistributed income
of subsidiaries
|
|
42,250
|
|
|
32,398
|
|
|
53,503
|
|
|||
Income tax benefit
|
|
13,299
|
|
|
14,851
|
|
|
12,878
|
|
|||
Income before equity in undistributed income of subsidiaries
|
|
55,549
|
|
|
47,249
|
|
|
66,381
|
|
|||
Equity in undistributed income of subsidiaries
|
|
102,321
|
|
|
51,138
|
|
|
25,968
|
|
|||
Net income
|
|
157,870
|
|
|
98,387
|
|
|
92,349
|
|
|||
Net income applicable to non-vested restricted shares
|
|
(1,312
|
)
|
|
(916
|
)
|
|
(1,043
|
)
|
|||
Net income applicable to common shares
|
|
$
|
156,558
|
|
|
$
|
97,471
|
|
|
$
|
91,306
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
157,870
|
|
|
$
|
98,387
|
|
|
$
|
92,349
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiaries
|
|
(102,321
|
)
|
|
(51,138
|
)
|
|
(25,968
|
)
|
|||
Depreciation of premises, furniture, and equipment
|
|
42
|
|
|
9
|
|
|
2
|
|
|||
Net securities losses
|
|
—
|
|
|
1,523
|
|
|
—
|
|
|||
Share-based compensation expense
|
|
12,062
|
|
|
11,223
|
|
|
7,879
|
|
|||
Tax benefit (expense) related to share-based compensation
|
|
258
|
|
|
349
|
|
|
(197
|
)
|
|||
Net decrease (increase) in other assets
|
|
35,981
|
|
|
18,667
|
|
|
(75,104
|
)
|
|||
Net (decrease) increase in other liabilities
|
|
(17,942
|
)
|
|
(52,377
|
)
|
|
74,571
|
|
|||
Net cash provided by operating activities
|
|
85,950
|
|
|
26,643
|
|
|
73,532
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchases of securities available-for-sale
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Proceeds from sales and maturities of securities available-for-sale
|
|
—
|
|
|
42,516
|
|
|
601
|
|
|||
Purchase of premises, furniture, and equipment
|
|
(61
|
)
|
|
(119
|
)
|
|
—
|
|
|||
Net cash received (paid) for acquisitions
|
|
39
|
|
|
(47,364
|
)
|
|
(14,905
|
)
|
|||
Net cash used in investing activities
|
|
(22
|
)
|
|
(4,967
|
)
|
|
(14,318
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Net proceeds from the issuance of subordinated debt
|
|
—
|
|
|
—
|
|
|
146,484
|
|
|||
Payments for the retirement of senior and subordinated debt
|
|
—
|
|
|
—
|
|
|
(153,500
|
)
|
|||
Cash dividends paid
|
|
(44,293
|
)
|
|
(37,129
|
)
|
|
(29,198
|
)
|
|||
Restricted stock activity
|
|
(4,421
|
)
|
|
(3,952
|
)
|
|
(2,476
|
)
|
|||
Net cash used in financing activities
|
|
(48,714
|
)
|
|
(41,081
|
)
|
|
(38,690
|
)
|
|||
Net increase in cash and cash equivalents
|
|
37,214
|
|
|
(19,405
|
)
|
|
20,524
|
|
|||
Cash and cash equivalents at beginning of year
|
|
120,812
|
|
|
140,217
|
|
|
119,693
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
158,026
|
|
|
$
|
120,812
|
|
|
$
|
140,217
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
||||||
Common stock issued for acquisitions, net of issuance costs
|
|
$
|
83,303
|
|
|
$
|
534,090
|
|
|
$
|
54,896
|
|
Name (Age)
|
Position or Employment for Past Five Years
|
Executive
Officer
Since
|
Michael L. Scudder (58)
|
Chairman of the Company's Board of Directors since 2017; Chief Executive Officer since 2008 and President from 2008 to January of 2019 of the Company; Chairman since 2011 and Vice Chairman from 2010 to 2011 of the Bank's Board of Directors; Chief Executive Officer of the Bank since 2010 and prior thereto, President, Chief Operating Officer and various other senior management positions with the Bank.
|
2002
|
Mark G. Sander (60)
|
President since January of 2019, Senior Executive Vice President from 2011 to January of 2019, and Chief Operating Officer since 2011 of the Company; President and Chief Operating Officer of the Bank since 2011; Vice Chairman of the Bank’s Board of Directors since 2014; prior thereto, Executive Vice President and head of Commercial Banking for Associated Banc-Corp and its subsidiary, Associated Bank, from 2009 to 2011.
|
2011
|
Patrick S. Barrett (55)
|
Executive Vice President and Chief Financial Officer of the Company and the Bank since 2017; prior thereto, Senior Executive Vice President and Chief Financial Officer at Fulton Financial Corporation from 2014 to 2016; prior thereto, Chief Financial Officer of Wholesale Banking at SunTrust; prior thereto, in numerous leadership positions at JPMorgan Chase & Co, and before that, Partner in the Assurance Services practice of Deloitte Touche Tohmatsu.
|
2017
|
Jo Ann Boylan (56)
|
Executive Vice President and Chief Information and Operations Officer of the Company and the Bank since 2016; prior thereto, Senior Vice President and Chief Technology Officer at MB Financial.
|
2016
|
Nicholas J. Chulos (59)
|
Executive Vice President, General Counsel, and Corporate Secretary of the Company and the Bank since 2012; prior thereto, Partner of Krieg DeVault, LLP.
|
2012
|
Robert P. Diedrich (55)
|
Executive Vice President and Director of Wealth Management of the Bank since 2011.
|
2004
|
James P. Hotchkiss (62)
|
Executive Vice President and Treasurer of the Company and the Bank since 2004.
|
2004
|
Michael W. Jamieson (61)
|
Executive Vice President and Director of Commercial Banking of the Company since 2016; prior thereto, Senior Vice President and Market Executive at Bank of America Merrill Lynch.
|
2016
|
Jeff C. Newcom (46)
|
Executive Vice President and Chief Risk Officer of the Company and the Bank since 2016; prior thereto, Chief Compliance and Enterprise Risk Management Officer at Fulton Financial Corporation since 2014; prior thereto, Associate Director at Protiviti.
|
2016
|
Thomas M. Prame (49)
|
Executive Vice President and Director of Consumer Banking since 2016; prior thereto, Executive Vice President and Director of Retail Banking of the Bank since 2012; prior thereto, Executive Vice President, Sales and Service at RBS/Citizen's Bank.
|
2012
|
Angela L. Putnam (40)
|
Senior Vice President of the Company and Bank and Chief Accounting Officer of the Bank since 2014; prior thereto, Vice President and Financial Reporting Manager for the Company since 2013; prior thereto, Director in the Assurance Services practice of McGladrey LLP.
|
2015
|
Michael C. Spitler (65)
|
Executive Vice President and Chief Credit Officer of the Bank since 2013; prior thereto, Executive Vice President and Commercial Chief Credit Officer for Busey Bank.
|
2013
|
James V. Stadler (55)
|
Executive Vice President and Chief Marketing and Communications Officer of the Bank since January of 2018; prior thereto, Managing Partner at Schafer Condon Carter.
|
2018
|
|
|
Equity Compensation Plan Information
|
||||||||
Equity Compensation Plan Category
|
|
Number of securities to
be issued
upon exercise of
outstanding options,
warrants, and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
excluding securities
reflected in column (a)
(c)
|
||||
Approved by security holders
(1)
|
|
553,171
|
|
|
$
|
22.43
|
|
|
3,340,080
|
|
Not approved by security holders
(2)
|
|
5,737
|
|
|
17.90
|
|
|
—
|
|
|
Total
|
|
558,908
|
|
|
$
|
22.38
|
|
|
3,340,080
|
|
(1)
|
Includes all outstanding restricted stock, restricted stock unit, and performance share awards under the Company's 2018 Stock and Incentive Plan, the predecessor Omnibus Stock and Incentive Plan and the Non-Employee Directors' Stock Plan (the "Plans"). Additional information and details about the Plans are also disclosed in Notes
1
and
17
of "Notes to the Consolidated Financial Statements" in Item 8 of this Form 10-K. Restricted stock, restricted stock units, and performance shares that do not vest or are not earned are added to the number of securities available for future issuance.
|
(2)
|
Represents shares underlying deferred stock units credited under the Company's Nonqualified Retirement Plan ("NQ Plan"), payable on a one-for-one basis in shares of Common Stock.
|
(a)
|
(1)
Financial Statements
|
(a)
|
(2)
Financial Statement Schedules
|
(a)
|
(3)
Exhibits
|
|
|
|
Exhibit Number
|
|
Description of Documents
(1)
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009.
|
|
|
Certificate of Amendment to Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2014.
|
|
|
Certificate of Amendment to Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017.
|
|
|
Amended and Restated By-Laws of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2016.
|
|
|
Form of Common Stock Certificate is incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (file no. 333-213587) filed with the Securities and Exchange Commission on September 12, 2016.
|
|
|
Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company, dated as of December 5, 2008, is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2008.
|
|
|
Senior Debt Indenture, dated as of November 22, 2011, between the Company and U.S. Bank National Association, as trustee, is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2011.
|
|
|
Subordinated Notes Indenture, dated as of September 29, 2016, between the Company and U.S. Bank National Association, as trustee, is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
|
|
|
First Supplemental Indenture, dated as of September 29, 2016, to the Subordinated Notes Indenture, dated as of September 29, 2016, between the Company and U.S. Bank National Association, as trustee, is incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
|
|
|
Form of 5.875% Subordinated Notes due 2026 is incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
|
|
|
Indenture, dated as of November 18, 2003, between the Company and Wilmington Trust Company, as trustee is incorporated herein by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2004.
|
|
|
Supplemental Indenture, dated as of August 21, 2009, to Indenture, dated as of November 18, 2003, between the Company and Wilmington Trust Company, as trustee, is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009.
|
|
|
Amended and Restated Declaration of Trust of First Midwest Capital Trust I, dated as of August 21, 2009, among the Company, Wilmington Trust Company, as property trustee and Delaware trustee, and certain named administrative trustees, is incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009.
|
|
|
Capital Securities Guarantee Agreement, dated as of August 21, 2009, between the Company and Wilmington Trust Company, as trustee, is incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009.
|
|
|
Form of Absolute Lease Agreement between First Midwest Bank and certain affiliates of Oak Street Real Estate Capital, LLC is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2016.
|
|
10.2
(2)
|
|
First Midwest Bancorp, Inc. Short Term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012.
|
10.3
(2)
|
|
First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2018.
|
10.4
(2)
|
|
First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Annex A to the Company's Proxy Statement filed with the Securities and Exchange Commission on April 9, 2013.
|
|
|
|
Exhibit Number
|
|
Description of Documents
(1)
|
10.5
(2)
|
|
Amendment to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014.
|
10.6
(2)
|
|
First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan is incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009.
|
10.7
(2)
|
|
First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan is incorporated herein by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008.
|
10.8
(2)
|
|
First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors is incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008.
|
10.9
(2)
|
|
First Midwest Bancorp, Inc. Nonqualified Retirement Plan is incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008.
|
10.10
(2)
|
|
First Midwest Bancorp, Inc. Savings and Profit Sharing Plan is incorporated herein by reference to Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014.
|
10.11
(2)
|
|
Form of Restricted Stock Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan.
|
10.12
(2)
|
|
Form of Restricted Stock Unit Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan.
|
10.13
(2)
|
|
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 is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2018.
|
10.14
(2)
|
|
Form of Restricted Stock Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2016.
|
10.15
(2)
|
|
Form of Restricted Stock Unit Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2016.
|
10.16
(2)
|
|
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 is incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2016.
|
10.17
(2)
|
|
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 is incorporated herein by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014.
|
10.18
(2)
|
|
Employment Agreement, amended and restated as of January 18, 2019, between the Company and its Chief Executive Officer.
|
10.19
(2)
|
|
Confidentiality and Restrictive Covenants Agreement, dated as of June 18, 2018, between the Company and its Chief Executive Officer is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2018.
|
10.20
(2)
|
|
Employment Agreement, dated as of January 18, 2019, between the Company and its President and Chief Operating Officer.
|
10.21
(2)
|
|
Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, between the Company and its President and Chief Operating Officer.
|
10.22
(2)
|
|
Employment Agreement, dated as of December 21, 2016, between the Company and its Chief Financial Officer is incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017.
|
|
|
|
Exhibit Number
|
|
Description of Documents
(1)
|
10.23
(2)
|
|
Employment Agreement, dated as of August 29, 2016, between the Company and its Director of Commercial Banking is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2018.
|
10.24
(2)
|
|
Employment Agreement, dated as of May 15, 2012, between the Company and its Director of Consumer Banking is incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012.
|
10.25
(2)
|
|
Form of Class II Employment Agreement between the Company and certain of its executive officers is incorporated herein by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed with Securities and Exchange Commission on March 1, 2013.
|
10.26
(2)
|
|
Form of Amendment to the Class II Employment Agreements between the Company and certain of its officers is incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013.
|
|
Form of Indemnification Agreement between the Company and certain directors, officers and employees of the Company is incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012.
|
|
|
Form of Confidentiality and Restrictive Covenants Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013.
|
|
|
Statement re: Computation of Per Share Earnings – The computation of basic and diluted earnings per common share is included in Note 14 of the Notes to the Company's Consolidated Financial Statements included in Part II, Item 8 "Financial Statements and Supplementary Data" of the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
|
|
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Subsidiaries of the Company.
|
|
|
Consent 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
(3)
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
(3)
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
Interactive Data File.
|
(1)
|
Except as otherwise indicated, the Securities and Exchange Commission file number for all documents incorporated by reference is 0-10967.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
Furnished, not filed.
|
By:
|
/s/ MICHAEL L. SCUDDER
|
|
March 1, 2019
|
|
Michael L. Scudder
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
/s/ MICHAEL L. SCUDDER
|
|
Chairman of the Board and Chief Executive Officer
|
Michael L. Scudder
|
|
|
/s/ PATRICK S. BARRETT
|
|
Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
|
Patrick S. Barrett
|
|
|
/s/ BARBARA A. BOIGEGRAIN
|
|
Director
|
Barbara A. Boigegrain
|
|
|
/s/ THOMAS L. BROWN
|
|
Director
|
Thomas L. Brown
|
|
|
/s/ BR. JAMES GAFFNEY, FSC
|
|
Director
|
Br. James Gaffney, FSC
|
|
|
/s/ PHUPINDER S. GILL
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|
Director
|
Phupinder S. Gill
|
|
|
/s/ KATHRYN J. HAYLEY
|
|
Director
|
Kathryn J. Hayley
|
|
|
/s/ PETER J. HENSELER
|
|
Director
|
Peter J. Henseler
|
|
|
/s/ FRANK B. MODRUSON
|
|
Director
|
Frank B. Modruson
|
|
|
/s/ ELLEN A. RUDNICK
|
|
Director
|
Ellen A. Rudnick
|
|
|
/s/ MARK G. SANDER
|
|
Director
|
Mark G. Sander
|
|
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/s/ MICHAEL J. SMALL
|
|
Director
|
Michael J. Small
|
|
|
/s/ STEPHEN C. VAN ARSDELL
|
|
Director
|
Stephen C. Van Arsdell
|
|
|
/s/ J. STEPHEN VANDERWOUDE
|
|
Director
|
J. Stephen Vanderwoude
|
|
RE:
|
Award Letter Agreement dated [DATE]; Restricted Stock Award [SHARES]; Grant of Restricted Stock (the “Award Agreement”)
|
(1)
|
Award
.
|
(a)
|
The Company hereby grants to you an Award of an opportunity to earn [SHARES] shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), subject to the restrictions and other conditions set forth herein and in the Plan. Such shares are referred to in this Award Agreement as the “Restricted Shares.” Subject to paragraphs (2), (3), (4), (5) and (6), Restricted Shares may not be sold, transferred, pledged, gifted, assigned or otherwise alienated or hypothecated. Within a reasonable time after the date of this Award, the Company shall instruct its stock transfer agent to establish a book entry account representing the Restricted Shares in your name effective as of the Grant Date, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.
|
(b)
|
As promptly as practical after the date on which a portion or all of the Restricted Shares vest under this Award Agreement, and after receipt of any required tax withholding under paragraph (8), the Company shall instruct the stock transfer agent to transfer the number of vested Restricted Shares (less any shares withheld in satisfaction of tax withholding obligations under paragraph (8), if any) to an unrestricted account over which only you (or, in the case of your death, your designated beneficiary or authorized representative) have control.
|
(2)
|
Restrictions; Vesting
.
|
(3)
|
Termination of Employment
.
|
(5)
|
Non-Transferability
.
|
(6)
|
Securities Law Restrictions
.
|
(9)
|
Tax Consequences
.
|
(10)
|
Employment; Successors
.
|
(11)
|
Conformity with the Plan
.
|
(a)
|
The Award is intended to conform in all respects with the Plan. Inconsistencies between the Plan and this Award Agreement shall be resolved in accordance with the provisions of this Award Agreement. By executing and returning the enclosed Confirmation of Acceptance of this Award Agreement, you agree to be bound by all the terms hereof and of the Plan. All capitalized terms used but not otherwise defined in this Award Agreement shall have the same definitions stated in the Plan.
|
(b)
|
Any action taken or decision made by the Compensation Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement or the Plan shall lie within the Compensation Committee’s sole and absolute discretion, and shall be final, conclusive and binding on you and all persons claiming under or through you. This Award Agreement shall be binding upon your heirs, executors, administrators and successors.
|
(c)
|
Except as otherwise provided in this Award Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to any choice of law rules thereof (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware.
|
(a)
|
The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable 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
|
(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
|
(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 a Confidentiality and Restrictive Covenants Agreement (“CRCA”) with the Company. The restrictive covenants set forth in the employment agreement and/or CRCA are and shall remain in full force and effect and binding upon you and, in the event of any conflict between the restrictive covenants set forth in this paragraph (12) and those set forth in the employment agreement and/or CRCA, the restrictive covenants set forth in the employment agreement and/or CRCA shall control. Without limiting the generality of the foregoing, the restrictive covenants set forth in this paragraph (12) shall be in full force and effect and binding upon you during your employment and following any termination of your employment with the Company or any of its subsidiaries or affiliates (regardless if your termination of employment occurs before or after a Change in Control or if such termination of employment is with or without Cause, by resignation for Good Reason or no reason, or otherwise) for the periods specified in this paragraph (12) and without regard to any geographic limitation; and
|
(i)
|
If 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 Restricted Shares and all unearned, unvested or unexercised awards under the 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.
|
(a)
|
This Award Agreement and the 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. If 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.
|
RE:
|
Award Letter Agreement dated [DATE]; Restricted Stock Unit Award [SHARES]; Grant of Restricted Stock Units (the “Award Agreement”)
|
(1)
|
Award
.
|
(2)
|
Restrictions; Vesting
.
|
(3)
|
Termination of Employment
.
|
(4)
|
Effect of Change in Control
.
|
(5)
|
Non-Transferability
.
|
(6)
|
Securities Law Restrictions
.
|
(7)
|
Stockholder Rights; Payment of Common Stock
.
|
(8)
|
Withholding
.
|
(9)
|
Tax Consequences
.
|
(10)
|
Employment; Successors
.
|
(11)
|
Conformity with the Plan
.
|
(a)
|
The Award is intended to conform in all respects with the Plan. Inconsistencies between the Plan and this Award Agreement shall be resolved in accordance with the provisions of this Award Agreement. By executing and returning the Confirmation of Acceptance of this Award Agreement, you agree to be bound by all the terms hereof and of the Plan. All capitalized terms used but not otherwise defined in this Award Agreement shall have the same definitions stated in the Plan.
|
(b)
|
Any action taken or decision made by the Compensation Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement or the Plan shall lie within the Compensation Committee’s sole and absolute discretion, and shall be final, conclusive and binding on you and all persons claiming under or through you. This Award Agreement shall be binding upon your heirs, executors, administrators and successors.
|
(c)
|
Except as otherwise provided in this Award Agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to any choice of law rules thereof (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware.
|
(12)
|
Confidentiality and Restrictive Covenants
.
|
(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
|
(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
|
(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 a Confidentiality and Restrictive Covenants Agreement (“CRCA”) with the Company. The restrictive covenants set forth in the employment agreement and/or CRCA are and shall remain in full force and effect and binding upon you and, in the
|
(i)
|
If 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 Restricted Units and all unearned, unvested or unexercised awards under the 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
.
|
(14)
|
General
.
|
(a)
|
This Award Agreement and the 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. If 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
|
|
|
Very truly yours,
|
|
|
|
|
|
/s/ MICHAEL L. SCUDDER
|
|
|
|
|
|
Michael L. Scudder
|
|
|
President and Chief Executive Officer
|
|
|
First Midwest Bancorp, Inc.
|
|
|
|
FIRST MIDWEST BANCORP, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ PATRICK S. BARRETT
|
|
|
|
|
|
|
|
|
Name:
|
Patrick S. Barrett
|
|
|
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Title:
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Executive Vice President and
Chief Financial Officer
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ATTEST:
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By:
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/s/ NICHOLAS J. CHULOS
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Nicholas J. Chulos
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Executive Vice President, General Counsel
and Corporate Secretary
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EXECUTIVE
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By:
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/s/ MICHAEL L. SCUDDER
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Michael L. Scudder
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FIRST MIDWEST BANCORP, INC.
, for itself and its Subsidiaries
By:
Its:
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EXECUTIVE
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FIRST MIDWEST BANCORP, INC.
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By:
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/s/ MICHAEL L. SCUDDER
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Michael L. Scudder
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Chairman and Chief Executive Officer
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ATTEST:
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By:
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/s/ NICHOLAS J. CHULOS
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Nicholas J. Chulos
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Executive Vice President, General Counsel
and Corporate Secretary
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EXECUTIVE
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By:
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/s/ MARK G. SANDER
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Mark G. Sander
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FIRST MIDWEST BANCORP, INC.
, for itself and its Subsidiaries
By:
Its:
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EXECUTIVE
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FIRST MIDWEST BANCORP, INC.
FIRST MIDWEST BANK
FOR AND ON BEHALF OF EMPLOYER
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EMPLOYEE
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By:
/s/ MICHAEL L. SCUDDER
Michael L. Scudder
Chairman and Chief Executive Officer
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/s/ MARK G. SANDER
Mark G. Sander
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ATTEST:
By:
/s/ NICHOLAS J. CHULOS
Nicholas J. Chulos
Executive Vice President, General
Counsel and Corporate Secretary
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Exhibit 21
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SUBSIDIARIES OF THE REGISTRANT
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Subsidiary
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State of Jurisdiction
of Organization
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Type of Subsidiary
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First Midwest Bank
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Illinois
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Corporation
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First Midwest Capital Trust I
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Delaware
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Statutory Business Trust
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Great Lakes Statutory Trust II
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Delaware
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Statutory Business Trust
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Great Lakes Statutory Trust III
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Delaware
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Statutory Business Trust
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Northern States Statutory Trust I
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Delaware
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Statutory Business Trust
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Catalyst Asset Holdings, LLC
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Illinois
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Limited Liability Company
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Premier Asset Management, LLC
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Illinois
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Limited Liability Company
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•
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Registration Statement (Form S-3 No. 33-20439) pertaining to the First Midwest Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan;
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•
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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;
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•
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Registration Statement (Form S-4 No. 333-208781) pertaining to the registration of equity securities in connection with the acquisition of NI Bancshares Corporation;
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Registration Statement (Form S-4 No. 333-213532) pertaining to the registration of equity securities in connection with the acquisition of Standard Bancshares, Inc.;
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•
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Registration Statement (Form S-4 No. 333-226506) pertaining to the registration of equity securities in connection with the acquisition of Northern States Financial Corporation;
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•
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Registration Statement (Form S-4 No. 333-229674) pertaining to the registration of equity securities in connection with the acquisition of Bridgeview Bancorp, Inc.;
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Registration Statement (Form S-8 No. 33-25136) pertaining to the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan;
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Registration Statement (Form S-8 No. 33-42980) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
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•
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Registration Statement (Form S-8 No. 333-42273) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
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Registration Statement (Form S-8 No. 333-61090) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
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Registration Statement (Form S-8 No. 333-159389) pertaining to the First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan;
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Registration Statement (Form S-8 No. 333-168973) pertaining to the First Midwest Bancorp, Inc. Amended and Restated Omnibus Stock and Incentive Plan;
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Registration Statement (Form S-8 No. 333-63097) pertaining to the First Midwest Bancorp, Inc. Nonqualified Retirement Plan;
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Registration Statement (Form S-8 No. 333-63095) pertaining to the First Midwest Bancorp, Inc. Non-employee Directors' Stock Option Plan;
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Registration Statement (Form S-8 No. 333-50140) pertaining to the First Midwest Bancorp, Inc. Non-employee Directors' 1997 Stock Option Plan;
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Registration Statement (Form S-8 No. 333-151072) pertaining to the First Midwest Bancorp, Inc. Amended and Restated Non-employee Directors Stock Plan; and
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Registration Statement (Form S-8 No. 333-227115) pertaining to the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan.
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1.
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I have reviewed this annual report on Form 10-K of First Midwest Bancorp Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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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):
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a.
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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
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b.
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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.
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Date: March 1, 2019
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/s/ MICHAEL L. SCUDDER
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Chairman of the Board and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of First Midwest Bancorp Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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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):
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a.
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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
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b.
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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.
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Date: March 1, 2019
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/s/ PATRICK S. BARRETT
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Executive Vice President and Chief Financial Officer
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1.
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The Company's Report on Form 10-K for the year ended
December 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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MICHAEL L. SCUDDER
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Name:
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Michael L. Scudder
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Title:
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Chairman of the Board and Chief Executive Officer
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Dated:
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March 1, 2019
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1.
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The Company's Report on Form 10-K for the year ended
December 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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ PATRICK S. BARRETT
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Name:
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Patrick S. Barrett
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Title:
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Executive Vice President and Chief Financial Officer
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Dated:
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March 1, 2019
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