UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
____________________________________________________________
FORM 10-Q
____________________________________________________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________             
Commission file number 000-18911
____________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
  ____________________________________________________________
MONTANA
81-0519541
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
 
 
49 Commons Loop, Kalispell, Montana
59901
(Address of principal executive offices)
(Zip Code)
(406) 756-4200
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)  
____________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ý   Yes    No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý   Yes    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨   Yes     ý   No
The number of shares of Registrant’s common stock outstanding on April 13, 2018 was 84,511,472 . No preferred shares are issued or outstanding.




TABLE OF CONTENTS
 


 
Page
Part I. Financial Information
 
Item 1 – Financial Statements
 




ABBREVIATIONS/ACRONYMS

 

ALCO  – Asset Liability Committee
ALLL or allowance  – allowance for loan and lease losses
ASC  – Accounting Standards Codification TM
ATM  – automated teller machine
Bank  – Glacier Bank
CDE  – Certified Development Entity
CDFI Fund  – Community Development Financial Institutions Fund
CEO  – Chief Executive Officer
CFO  – Chief Financial Officer
Collegiate  – Columbine Capital Corp. and its subsidiary, Collegiate Peaks Bank
Company  – Glacier Bancorp, Inc.
DDA  – demand deposit account
Dodd-Frank Act  – Dodd-Frank Wall Street Reform and Consumer Protection Act
Fannie Mae  – Federal National Mortgage Association
FASB  – Financial Accounting Standards Board
FDIC  – Federal Deposit Insurance Corporation
FHLB  – Federal Home Loan Bank
Final Rules  – final rules implemented by the federal banking agencies that amended regulatory risk-based capital rules
Foothills  – TFB Bancorp, Inc. and its subsidiary, The Foothills Bank
FRB  – Federal Reserve Bank
Freddie Mac  – Federal Home Loan Mortgage Corporation
FSB  – Inter-Mountain Bancorp., Inc. and its subsidiary, First Security Bank
GAAP  – accounting principles generally accepted in the United States of America
Ginnie Mae  – Government National Mortgage Association
LIBOR  – London Interbank Offered Rate
LIHTC  – Low Income Housing Tax Credit
NMTC  – New Markets Tax Credit
NOW  – negotiable order of withdrawal
NRSRO  – Nationally Recognized Statistical Rating Organizations
OCI  – other comprehensive income
OREO  – other real estate owned
Repurchase agreements  – securities sold under agreements to repurchase
S&P  – Standard and Poor’s
SEC  – United States Securities and Exchange Commission
Tax Act  – The Tax Cuts and Jobs Act
TDR  – troubled debt restructuring
VIE  – variable interest entity
 
 
 
 







GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(Dollars in thousands, except per share data)
March 31,
2018
 
December 31,
2017
Assets
 
 
 
Cash on hand and in banks
$
140,625

 
139,948

Federal funds sold
230

 
—

Interest bearing cash deposits
310,193

 
60,056

Cash and cash equivalents
451,048

 
200,004

Debt securities, available-for-sale
2,154,845

 
1,778,243

Debt securities, held-to-maturity
634,413

 
648,313

Total debt securities
2,789,258

 
2,426,556

Loans held for sale, at fair value
37,058

 
38,833

Loans receivable
7,670,030

 
6,577,824

Allowance for loan and lease losses
(127,608
)
 
(129,568
)
Loans receivable, net
7,542,422

 
6,448,256

Premises and equipment, net
238,491

 
177,348

Other real estate owned
14,132

 
14,269

Accrued interest receivable
54,376

 
44,462

Deferred tax asset
32,929

 
38,344

Core deposit intangible, net
54,456

 
14,184

Goodwill
289,535

 
177,811

Non-marketable equity securities
21,910

 
29,884

Bank-owned life insurance
81,787

 
59,351

Other assets
51,376

 
37,047

Total assets
$
11,658,778

 
9,706,349

Liabilities
 
 
 
Non-interest bearing deposits
$
2,811,469

 
2,311,902

Interest bearing deposits
6,607,376

 
5,267,845

Securities sold under agreements to repurchase
395,794

 
362,573

Federal Home Loan Bank advances
155,057

 
353,995

Other borrowed funds
8,204

 
8,224

Subordinated debentures
134,061

 
126,135

Accrued interest payable
3,740

 
3,450

Other liabilities
89,053

 
73,168

Total liabilities
10,204,754

 
8,507,292

Stockholders’ Equity
 
 
 
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding
—

 
—

Common stock, $0.01 par value per share, 117,187,500 shares authorized
845

 
780

Paid-in capital
1,048,860

 
797,997

Retained earnings - substantially restricted
421,342

 
402,259

Accumulated other comprehensive loss
(17,023
)
 
(1,979
)
Total stockholders’ equity
1,454,024

 
1,199,057

Total liabilities and stockholders’ equity
$
11,658,778

 
9,706,349

Number of common stock shares issued and outstanding
84,511,472

 
78,006,956


See accompanying notes to unaudited condensed consolidated financial statements.

4



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months ended
(Dollars in thousands, except per share data)
March 31,
2018
 
March 31,
2017
Interest Income
 
 
 
Investment securities
$
20,142

 
21,939

Residential real estate loans
8,785

 
7,918

Commercial loans
65,515

 
49,970

Consumer and other loans
8,624

 
7,801

Total interest income
103,066

 
87,628

Interest Expense
 
 
 
Deposits
3,916

 
4,440

Securities sold under agreements to repurchase
485

 
382

Federal Home Loan Bank advances
2,089

 
1,510

Other borrowed funds
16

 
15

Subordinated debentures
1,268

 
1,019

Total interest expense
7,774

 
7,366

Net Interest Income
95,292

 
80,262

Provision for loan losses
795

 
1,598

Net interest income after provision for loan losses
94,497

 
78,664

Non-Interest Income
 
 
 
Service charges and other fees
16,871

 
15,633

Miscellaneous loan fees and charges
1,477

 
980

Gain on sale of loans
6,097

 
6,358

Loss on sale of debt securities
(333
)
 
(100
)
Other income
1,974

 
2,818

Total non-interest income
26,086

 
25,689

Non-Interest Expense
 
 
 
Compensation and employee benefits
45,721

 
39,246

Occupancy and equipment
7,274

 
6,646

Advertising and promotions
2,170

 
1,973

Data processing
3,967

 
3,124

Other real estate owned
72

 
273

Regulatory assessments and insurance
1,206

 
1,061

Core deposit intangibles amortization
1,056

 
601

Other expenses
12,161

 
10,420

Total non-interest expense
73,627

 
63,344

Income Before Income Taxes
46,956

 
41,009

Federal and state income tax expense
8,397

 
9,754

Net Income
$
38,559

 
31,255

Basic earnings per share
$
0.48

 
0.41

Diluted earnings per share
$
0.48

 
0.41

Dividends declared per share
$
0.23

 
0.21

Average outstanding shares - basic
80,808,904

 
76,572,116

Average outstanding shares - diluted
80,887,135

 
76,633,283



See accompanying notes to unaudited condensed consolidated financial statements.

5



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Net Income
$
38,559

 
31,255

Other Comprehensive (Loss) Income, Net of Tax
 
 
 
Unrealized (losses) gains on available-for-sale debt securities
(25,711
)
 
3,113

Reclassification adjustment for losses included in net income
282

 
139

Net unrealized (losses) gains on available-for-sale debt securities
(25,429
)
 
3,252

Tax effect
6,444

 
(1,260
)
Net of tax amount
(18,985
)
 
1,992

Unrealized gains on derivatives used for cash flow hedges
4,379

 
264

Reclassification adjustment for losses included in net income
900

 
1,332

Net unrealized gains on derivatives used for cash flow hedges
5,279

 
1,596

Tax effect
(1,338
)
 
(618
)
Net of tax amount
3,941

 
978

Total other comprehensive (loss) income, net of tax
(15,044
)
 
2,970

Total Comprehensive Income
$
23,515

 
34,225





























See accompanying notes to unaudited condensed consolidated financial statements.

6



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Three Months Months ended March 31, 2018 and 2017
 
(Dollars in thousands, except per share data)
Common Stock
 
Paid-in Capital
 
Retained
Earnings
Substantially Restricted
 
Accumulated
Other Compre-
hensive Loss
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2016
76,525,402

 
$
765

 
749,107

 
374,379

 
(7,382
)
 
1,116,869

Net income
—

 
—

 
—

 
31,255

 
—

 
31,255

Other comprehensive income
—

 
—

 
—

 
—

 
2,970

 
2,970

Cash dividends declared ($0.21 per share)
—

 
—

 
—

 
(16,129
)
 
—

 
(16,129
)
Stock issuances under stock incentive plans
94,550

 
1

 
(1
)
 
—

 
—

 
—

Stock-based compensation and related taxes
—

 
—

 
275

 
—

 
—

 
275

Balance at March 31, 2017
76,619,952

 
$
766

 
749,381

 
389,505

 
(4,412
)
 
1,135,240

Balance at December 31, 2017
78,006,956

 
$
780

 
797,997

 
402,259

 
(1,979
)
 
1,199,057

Net income
—

 
—

 
—

 
38,559

 
—

 
38,559

Other comprehensive loss
—

 
—

 
—

 
—

 
(15,044
)
 
(15,044
)
Cash dividends declared ($0.23 per share)
—

 
—

 
—

 
(19,476
)
 
—

 
(19,476
)
Stock issued in connection with acquisitions
6,432,868

 
64

 
250,743

 
—

 
—

 
250,807

Stock issuances under stock incentive plans
71,648

 
1

 
(1
)
 
—

 
—

 
—

Stock-based compensation and related taxes
—

 
—

 
121

 
—

 
—

 
121

Balance at March 31, 2018
84,511,472

 
$
845

 
1,048,860

 
421,342

 
(17,023
)
 
1,454,024



















See accompanying notes to unaudited condensed consolidated financial statements.

7



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Operating Activities
 
 
 
Net income
$
38,559

 
31,255

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
795

 
1,598

Net amortization of debt securities premiums and discounts
3,465

 
5,830

Net amortization (accretion) of purchase accounting adjustments
1,337

 
(1,394
)
Amortization of debt modification costs
412

 
—

Loans held for sale, originated or acquired
(175,506
)
 
(171,110
)
Proceeds from sales of loans held for sale
184,188

 
231,318

Gain on sale of loans
(6,097
)
 
(6,358
)
Loss on sale of debt securities
333

 
100

Bank-owned life insurance income, net
(424
)
 
(315
)
Stock-based compensation, net of tax benefits
1,189

 
605

Depreciation of premises and equipment
3,722

 
3,720

Gain on sale of other real estate owned and write-downs, net
(53
)
 
(928
)
Amortization of core deposit intangibles
1,056

 
601

Amortization of investments in variable interest entities
1,117

 
730

Net increase in accrued interest receivable
(2,709
)
 
(2,211
)
Net decrease in other assets
289

 
1,093

Net decrease in accrued interest payable
(155
)
 
(117
)
Net decrease in other liabilities
(3,582
)
 
(660
)
Net cash provided by operating activities
47,936

 
93,757

Investing Activities
 
 
 
Sales of available-for-sale debt securities
219,855

 
—

Maturities, prepayments and calls of available-for-sale debt securities
72,952

 
110,475

Purchases of available-for-sale debt securities
(383,992
)
 
(1,701
)
Maturities, prepayments and calls of held-to-maturity debt securities
13,297

 
7,790

Principal collected on loans
552,922

 
420,744

Loans originated or acquired
(678,251
)
 
(620,407
)
Net additions to premises and equipment
(5,558
)
 
(2,805
)
Proceeds from sale of other real estate owned
755

 
4,156

Proceeds from sale of non-marketable equity securities
28,986

 
18,206

Purchases of non-marketable equity securities
(18,395
)
 
(16,600
)
Proceeds from bank-owned life insurance
—

 
437

Investments in variable interest entities
(16,129
)
 
(3,865
)
Net cash received in acquisitions
101,268

 
—

Net cash used in investing activities
(112,290
)
 
(83,570
)




See accompanying notes to unaudited condensed consolidated financial statements.

8



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Financing Activities
 
 
 
Net increase in deposits
$
524,162

 
107,888

Net increase in securities sold under agreements to repurchase
4,041

 
23,537

Net decrease in short-term Federal Home Loan Bank advances
(200,000
)
 
(40,000
)
Repayments of long-term Federal Home Loan Bank advances
(104
)
 
(114
)
Net (decrease) increase in other borrowed funds
(11,562
)
 
4,454

Cash dividends paid
(107
)
 
(23,042
)
Tax withholding payments for stock-based compensation
(1,032
)
 
(1,447
)
Net cash provided by financing activities
315,398

 
71,276

Net increase in cash, cash equivalents and restricted cash
251,044

 
81,463

Cash, cash equivalents and restricted cash at beginning of period
200,004

 
152,541

Cash, cash equivalents and restricted cash at end of period
$
451,048

 
234,004

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid during the period for interest
$
7,930

 
7,483

Cash paid during the period for income taxes
—

 
70

Supplemental Disclosure of Non-Cash Investing Activities
 
 
 
Sale and refinancing of other real estate owned
$
—

 
345

Transfer of loans to other real estate owned
378

 
390

Dividends declared but not paid
19,634

 
16,224

Acquisitions
 
 
 
Fair value of common stock shares issued
250,807

 
—

Cash consideration for outstanding shares
16,265

 
—

Effective settlement of a pre-existing relationship
10,054

 
—

Fair value of assets acquired
1,549,158

 
—

Liabilities assumed
1,383,756

 
—


















See accompanying notes to unaudited condensed consolidated financial statements.

9



GLACIER BANCORP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1. Nature of Operations and Summary of Significant Accounting Policies

General
Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4) mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial condition as of March 31, 2018 , the results of operations and comprehensive income for the three month periods ended March 31, 2018 and 2017 , and changes in stockholders’ equity and cash flows for the three month periods ended March 31, 2018 and 2017 . The condensed consolidated statement of financial condition of the Company as of December 31, 2017 has been derived from the audited consolidated statements of the Company as of that date.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results anticipated for the year ending December 31, 2018 .

The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations or liquidity.

Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for loan and lease losses (“ALLL” or “allowance”); 2) the valuation of debt securities; 3) the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ALLL and real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to investment valuations are obtained from independent third parties. Estimates relating to the evaluation of goodwill for impairment are determined based on internal calculations using significant independent party inputs.

Principles of Consolidation
The consolidated financial statements of the Company include the parent holding company and the Bank. The Bank consists of fourteen bank divisions, a treasury division, an information technology division and a centralized mortgage division. The treasury division includes the Bank’s investment portfolio and wholesale borrowings, the information technology division includes the Bank’s internal data processing, and the centralized mortgage division includes mortgage loan servicing and secondary market sales. The Bank divisions operate under separate names, management teams and advisory directors. The Company considers the Bank to be its sole operating segment as the Bank 1) engages in similar bank business activity from which it earns revenues and incurs expenses; 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer (“CEO”) (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank; and 3) financial information is available for the Bank. All significant inter-company transactions have been eliminated in consolidation.


10



The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements.

The parent holding company owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in non-marketable equity securities on the Company's statements of financial condition.

In February 2018, the Company completed its acquisition of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). In January 2018, the Company completed its acquisition of Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). The transactions were accounted for using the acquisition method, and their results of operations have been included in the Company’s consolidated financial statements as of the acquisition dates. For additional information relating to recent mergers and acquisitions, see Note 12.

Loans Receivable
Loans that are intended to be held-to-maturity are reported at the unpaid principal balance less net charge-offs and adjusted for deferred fees and costs on originated loans and unamortized premiums or discounts on acquired loans. Fees and costs on originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield adjustment over the expected life of the loan utilizing the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. When a loan is paid off prior to maturity, the remaining fees and costs on originated loans and premiums or discounts on acquired loans are immediately recognized into interest income.

The Company’s loan segments, which are based on the purpose of the loan, include residential real estate, commercial, and consumer loans. The Company’s loan classes, a further disaggregation of segments, include residential real estate loans (residential real estate segment), commercial real estate and other commercial loans (commercial segment), and home equity and other consumer loans (consumer segment).

Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments on non-accrual loans are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on nonaccrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

The Company considers impaired loans to be the primary credit quality indicator for monitoring the credit quality of the loan portfolio. Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and, therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Interest income on accruing impaired loans is recognized using the interest method. The Company measures impairment on a loan-by-loan basis in the same manner for each class within the loan portfolio. An insignificant delay or shortfall in the amounts of payments would not cause a loan or lease to be considered impaired. The Company determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all of the facts and circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest due.


11



A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company periodically enters into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur, the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. A TDR loan is considered an impaired loan and a specific valuation allowance is established when the fair value of the collateral-dependent loan or present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate based on the original contractual rate) is lower than the carrying value of the impaired loan. The Company has made the following types of loan modifications, some of which were considered a TDR:
•
reduction of the stated interest rate for the remaining term of the debt;
•
extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and
•
reduction of the face amount of the debt as stated in the debt agreements.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy customers who have the willingness and capacity for debt repayment. In determining whether non-restructured or unimpaired loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are impaired or are TDRs, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:
•
analysis of global, i.e., aggregate debt service for total debt obligations;
•
assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and
•
loan structures and related covenants.

For additional information relating to loans, see Note 3.

Allowance for Loan and Lease Losses
Based upon management’s analysis of the Company’s loan portfolio, the balance of the ALLL is an estimate of probable credit losses known and inherent within the Bank’s loan portfolio as of the date of the consolidated financial statements. The ALLL is analyzed at the loan class level and is maintained within a range of estimated losses. Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The determination of the ALLL and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about known relevant internal and external environmental factors that affect loan losses. The balance of the ALLL is highly dependent upon management’s evaluations of borrowers’ current and prospective performance, appraisals and other variables affecting the quality of the loan portfolio. Individually significant loans and major lending areas are reviewed periodically to determine potential problems at an early date. Changes in management’s estimates and assumptions are reasonably possible and may have a material impact upon the Company’s consolidated financial statements, results of operations or capital.


12



Risk characteristics considered in the ALLL analysis applicable to each loan class within the Company's loan portfolio are as follows:

Residential Real Estate.   Residential real estate loans are secured by owner-occupied 1-4 family residences.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers.  Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the property securing the loans and affect the borrowers' personal incomes.  Mitigating risk factors for this loan class include a large number of borrowers, geographic dispersion of market areas and the loans are originated for relatively smaller amounts.

Commercial Real Estate .  Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property securing the loan.  Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the loan and conditions within the local economies in the Company’s diverse, geographic market areas.

Commercial .  Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment purchases and business expansions.  The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation.  Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations across the Company’s diverse, geographic market areas.

Home Equity .  Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and amortizing closed-end) secured by owner-occupied 1-4 family residences.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers.  Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes.  Mitigating risk factors for this loan class are a large number of borrowers, geographic dispersion of market areas and the loans are originated for terms that range from 10 to 15 years .

Other Consumer .  The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other personal purposes.  Repayment of these loans is primarily dependent on the personal income of the borrowers.  Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse, geographic market area) and the creditworthiness of a borrower.

The ALLL consists of a specific valuation allowance component and a general valuation allowance component. The specific component relates to loans that are determined to be impaired and individually evaluated for impairment. The Company measures impairment on a loan-by-loan basis based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except when it is determined that repayment of the loan is expected to be provided solely by the underlying collateral. For impairment based on expected future cash flows, the Company considers all information available as of a measurement date, including past events, current conditions, potential prepayments, and estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the loan. For alternative ranges of cash flows, the likelihood of the possible outcomes is considered in determining the best estimate of expected future cash flows. The effective interest rate for a loan restructured in a TDR is based on the original contractual rate. For collateral-dependent loans and real estate loans for which foreclosure or a deed-in-lieu of foreclosure is probable, impairment is measured by the fair value of the collateral, less estimated cost to sell. The fair value of the collateral is determined primarily based upon appraisal or evaluation of the underlying real property value.

The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors. The historical loss experience is based on the previous twelve quarters loss experience by loan class adjusted for risk characteristics in the existing loan portfolio. The same trends and conditions are evaluated for each class within the loan portfolio; however, the risk characteristics are weighted separately at the individual class level based on the Company’s judgment and experience.


13



The changes in trends and conditions evaluated for each class within the loan portfolio include the following:
•
changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses;
•
changes in global, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;
•
changes in the nature and volume of the portfolio and in the terms of loans;
•
changes in experience, ability, and depth of lending management and other relevant staff;
•
changes in the volume and severity of past due and nonaccrual loans;
•
changes in the quality of the Company’s loan review system;
•
changes in the value of underlying collateral for collateral-dependent loans;
•
the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and
•
the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio.

The ALLL is increased by provisions for loan losses which are charged to expense. The portions of loan and overdraft balances determined by management to be uncollectible are charged off as a reduction of the ALLL and recoveries of amounts previously charged off are credited as an increase to the ALLL. The Company’s charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold.

At acquisition date, the assets and liabilities of acquired banks are recorded at their estimated fair values which results in no ALLL carried over from acquired banks. Subsequent to acquisition, an allowance will be recorded on the acquired loan portfolios for further credit deterioration, if any.

Revenue Recognition
The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and loans. Revenue from contracts with customers within the scope of Accounting Standards Codification ™ (“ASC”) Topic 606 was $17,291,000 and $16,270,000 for the three months ended March 31, 2018 and 2017 , respectively, and largely consisted of revenue from service charges and other fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at March 31, 2018 and December 31, 2017 and there were no impairment losses recognized. Policies specific to revenue from contracts with customers include the following:

Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis.

Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided.

Accounting Guidance Adopted in 2018
The ASC is the Financial Accounting Standards Board’s (“FASB”) officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The following paragraphs provide descriptions of recently adopted accounting standards that may have had a material effect on the Company’s financial position or results of operations.


14



Financial Instruments. In January 2016, FASB amended ASC Topic 825 to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2017. Amendments were to be applied by means of a cumulative-effect adjustment to the Company’s statements of financial condition as of the beginning of the reporting year of adoption. The amendments impacted the Company as follows: 1) equity investments (with certain exclusions) are to be measured at fair value with the changes recognized in net income; 2) an exit price must be utilized when measuring the fair value of financial instruments; and 3) additional disclosures are required relating to other comprehensive income (“OCI”), the evaluation of a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s other deferred tax assets, and other disclosures. The Company adopted the amendments effective January 1, 2018 and determined that the impact of these amendments did not have a significant impact on the Company’s equity securities, fair value disclosures, financial position or results of operations. The amendments changed the method utilized to disclose the fair value of the loan portfolio to an exit price notion when measuring fair value. The Company developed processes to comply with the disclosure requirements of such amendments and accounting policies and procedures were updated accordingly. For additional information on fair value of assets and liabilities, see Note 11.

Revenue Recognition. In May 2014, FASB amended ASC Topic 606 to clarify the principles for recognizing revenue and develop a common revenue standard among industries. The new guidance established the following core principle: recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. Five steps were provided for a company or organization to follow to achieve such core principle. The new guidance also included a cohesive set of disclosure requirements that provided users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new revenue recognition guidance effective January 1, 2018 and determined the majority of the Company’s revenue sources, such as interest income from debt securities and loans, fee income from loans and gain on sale of loans, were not within the scope of Topic 606. The Company evaluated the revenue sources determined to be in scope of Topic 606, including service charges and fee income on deposits and gain or loss on sale of OREO and determined the adoption of the guidance did not have a significant impact to the Company’s financial position or results of operations; however, OREO policies and procedures were updated and implemented and new disclosures about the Company’s revenue have been incorporated into the notes to the financial statements.

Accounting Guidance Pending Adoption at March 31, 2018
The following paragraphs provide descriptions of newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

Derivatives and Hedging. In August 2017, FASB amended ASC Topic 815 to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments made targeted improvements to simplify the application of the hedge accounting guidance. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the full impact of the amendments on its existing interest rate swaps and whether it will early adopt. The Company does not expect there to be an impact to the Company’s financial position and results of operations, although, there may be additional financial statement disclosures. The accounting policies and procedures will be modified after the Company has fully evaluated the standard, although significant changes are not expected. For additional information on derivatives, see Note 7.

Receivables - Nonrefundable Fees and Other Costs. In March 2017, FASB amended ASC Subtopic 310-20 to shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted and if adopted in an interim period, any adjustments should be reflected as of the beginning of the year that includes the interim period. The entity should apply the amendments on a modified retrospective basis through a cumulative-effective adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has premiums on debt securities that are currently being amortized to the maturity date, primarily in the state and local governments category. If the Company were to adopt these amendments as of April 1, 2018, the Company estimates that $22,129,000 of the premium associated with debt securities would be adjusted to retained earnings. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date, including accounting policies and procedures, and doesn’t expect to early adopt.


15



Goodwill and Other Intangibles. In January 2017, FASB amended ASC Topic 350 to simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, under these amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has goodwill from prior business combinations and performs an annual impairment test or more frequently if changes or circumstances occur that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. During the third quarter of 2017, the Company performed its impairment assessment and determined the fair value of the aggregated reporting units exceed the carrying value, such that the Company’s goodwill was not considered impaired. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, the Company does not anticipate a material impact from these amendments to the Company’s financial position and results of operations. The current accounting policies and processes are not anticipated to change, except for the elimination of the Step 2 analysis. For additional information regarding goodwill impairment testing, see Note 4.

Financial Instruments. In June 2016, FASB amended ASC Topic 326 to replace the incurred loss model with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The ALLL is a material estimate of the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALLL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALLL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company will also develop new procedures for determining an allowance for credit losses relating to held-to-maturity debt securities. In addition, the current accounting policy and procedures for other-than-temporary impairment on available-for-sale debt securities will be replaced with an allowance approach. The Company has formed a project team and is actively reviewing the standard for developing and implementing processes and procedures during the next two years to ensure it is fully compliant with the amendments at adoption date. For additional information on the ALLL, see Note 3.

Leases. In February 2016, FASB amended ASC Topic 842 to address several aspects of lease accounting with the significant change being the recognition of lease assets and lease liabilities for leases previously classified as operating leases. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company has several lease agreements for which the amendments will require the Company to recognize a lease liability to make lease payments and a right-of-use asset which will represent its right to use the underlying asset for the lease term. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date and doesn’t expect to early adopt. As permitted by the amendments, the Company is anticipating electing an accounting policy to not recognize lease assets and lease liabilities for leases with a term of twelve months or less. The impact is not expected to have a material effect on the Company’s financial position or results of operations since the Company does not have a material amount of lease agreements. The Company is currently in the process of fully evaluating the amendments and will subsequently implement new processes, which are not expected to significantly change, since the Company already has processes for certain lease agreements that recognize the lease assets and lease liabilities. In addition, the Company will change its current accounting policies to comply with the amendments with such changes as mentioned above.


16



Note 2. Debt Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt securities:
 
March 31, 2018
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
29,605

 
47

 
(300
)
 
29,352

U.S. government sponsored enterprises
110,461

 
25

 
(574
)
 
109,912

State and local governments
638,700

 
14,385

 
(9,974
)
 
643,111

Corporate bonds
319,376

 
724

 
(1,244
)
 
318,856

Residential mortgage-backed securities
920,134

 
906

 
(19,928
)
 
901,112

Commercial mortgage-backed securities
155,259

 
7

 
(2,764
)
 
152,502

Total available-for-sale
2,173,535

 
16,094

 
(34,784
)
 
2,154,845

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
634,413

 
11,749

 
(11,782
)
 
634,380

Total held-to-maturity
634,413

 
11,749

 
(11,782
)
 
634,380

Total debt securities
$
2,807,948

 
27,843

 
(46,566
)
 
2,789,225


 
December 31, 2017
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
31,216

 
54

 
(143
)
 
31,127

U.S. government sponsored enterprises
19,195

 
—

 
(104
)
 
19,091

State and local governments
614,366

 
20,299

 
(5,164
)
 
629,501

Corporate bonds
216,443

 
802

 
(483
)
 
216,762

Residential mortgage-backed securities
785,960

 
1,253

 
(7,930
)
 
779,283

Commercial mortgage-backed securities
104,324

 
25

 
(1,870
)
 
102,479

Total available-for-sale
1,771,504

 
22,433

 
(15,694
)
 
1,778,243

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
648,313

 
20,346

 
(8,573
)
 
660,086

Total held-to-maturity
648,313

 
20,346

 
(8,573
)
 
660,086

Total debt securities
$
2,419,817

 
42,779

 
(24,267
)
 
2,438,329



17



The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual maturity at March 31, 2018 . Actual maturities may differ from expected or contractual maturities since issuers have the right to prepay obligations with or without prepayment penalties.

 
March 31, 2018
 
Available-for-Sale
 
Held-to-Maturity
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Due within one year
$
114,575

 
114,324

 
—

 
—

Due after one year through five years
381,174

 
380,420

 
2,102

 
2,119

Due after five years through ten years
249,144

 
253,301

 
97,453

 
96,877

Due after ten years
353,249

 
353,186

 
534,858

 
535,384

 
1,098,142

 
1,101,231

 
634,413

 
634,380

Mortgage-backed securities 1
1,075,393

 
1,053,614

 
—

 
—

Total
$
2,173,535

 
2,154,845

 
634,413

 
634,380

______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Proceeds from sales and calls of debt securities and the associated gains and losses that have been included in earnings are listed below:
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Available-for-sale
 
 
 
Proceeds from sales and calls of debt securities
$
228,681

 
8,491

Gross realized gains 1
6

 
10

Gross realized losses 1
(288
)
 
(149
)
Held-to-maturity
 
 
 
Proceeds from calls of debt securities
15,465

 
7,790

Gross realized gains 1
54

 
81

Gross realized losses 1
(105
)
 
(42
)
______________________________
1 The gain or loss on the sale or call of each debt security is determined by the specific identification method.


18



Debt securities with an unrealized loss position are summarized as follows:

 
March 31, 2018
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
13,466

 
(132
)
 
12,602

 
(168
)
 
26,068

 
(300
)
U.S. government sponsored enterprises
87,972

 
(487
)
 
3,388

 
(87
)
 
91,360

 
(574
)
State and local governments
191,317

 
(3,772
)
 
114,556

 
(6,202
)
 
305,873

 
(9,974
)
Corporate bonds
178,229

 
(858
)
 
27,274

 
(386
)
 
205,503

 
(1,244
)
Residential mortgage-backed securities
481,369

 
(10,416
)
 
240,810

 
(9,512
)
 
722,179

 
(19,928
)
Commercial mortgage-backed securities
72,464

 
(904
)
 
58,173

 
(1,860
)
 
130,637

 
(2,764
)
Total available-for-sale
$
1,024,817

 
(16,569
)
 
456,803

 
(18,215
)
 
1,481,620

 
(34,784
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
169,956

 
(4,092
)
 
90,783

 
(7,690
)
 
260,739

 
(11,782
)
Total held-to-maturity
$
169,956

 
(4,092
)
 
90,783

 
(7,690
)
 
260,739

 
(11,782
)
 
 
December 31, 2017
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
1,208

 
(5
)
 
13,179

 
(138
)
 
14,387

 
(143
)
U.S. government sponsored enterprises
14,926

 
(56
)
 
3,425

 
(48
)
 
18,351

 
(104
)
State and local governments
61,126

 
(689
)
 
121,181

 
(4,475
)
 
182,307

 
(5,164
)
Corporate bonds
99,636

 
(264
)
 
29,034

 
(219
)
 
128,670

 
(483
)
Residential mortgage-backed securities
372,175

 
(3,050
)
 
254,721

 
(4,880
)
 
626,896

 
(7,930
)
Commercial mortgage-backed securities
37,650

 
(469
)
 
62,968

 
(1,401
)
 
100,618

 
(1,870
)
Total available-for-sale
$
586,721

 
(4,533
)
 
484,508

 
(11,161
)
 
1,071,229

 
(15,694
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
21,207

 
(186
)
 
105,486

 
(8,387
)
 
126,693

 
(8,573
)
Total held-to-maturity
$
21,207

 
(186
)
 
105,486

 
(8,387
)
 
126,693

 
(8,573
)

Based on an analysis of its debt securities with unrealized losses as of March 31, 2018 and December 31, 2017 , the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the securities approach maturity. At March 31, 2018 , management determined that it did not intend to sell debt securities with unrealized losses, and there was no expected requirement to sell any of its debt securities with unrealized losses before recovery of their amortized cost.


19



Note 3. Loans Receivable, Net

The Company’s loan portfolio is comprised of three segments: residential real estate, commercial, and consumer and other loans. The loan segments are further disaggregated into the following classes: residential real estate, commercial real estate, other commercial, home equity and other consumer loans. The following table presents loans receivable for each portfolio class of loans:
 
At or for the Three Months ended
 
At or for the Year ended
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
Residential real estate loans
$
831,021

 
720,728

Commercial loans
 
 
 
Real estate
4,251,003

 
3,577,139

Other commercial
1,839,293

 
1,579,353

Total
6,090,296

 
5,156,492

Consumer and other loans
 
 
 
Home equity
489,879

 
457,918

Other consumer
258,834

 
242,686

Total
748,713

 
700,604

Loans receivable
7,670,030

 
6,577,824

Allowance for loan and lease losses
(127,608
)
 
(129,568
)
Loans receivable, net
$
7,542,422

 
6,448,256

Net deferred origination (fees) costs included in loans receivable
$
(4,217
)
 
(2,643
)
Net purchase accounting (discounts) premiums included in loans receivable
$
(30,488
)
 
(16,325
)
Weighted-average interest rate on loans (tax-equivalent)
4.82
%
 
4.81
%

The following tables summarize the activity in the ALLL by loan class:
 
 
Three Months ended March 31, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,568

 
10,798

 
68,515

 
39,303

 
6,204

 
4,748

Provision for loan losses
795

 
(177
)
 
245

 
(3
)
 
(202
)
 
932

Charge-offs
(5,007
)
 
(3
)
 
(1,033
)
 
(1,788
)
 
(12
)
 
(2,171
)
Recoveries
2,252

 
16

 
615

 
596

 
50

 
975

Balance at end of period
$
127,608

 
10,634

 
68,342

 
38,108

 
6,040

 
4,484

 

20



 
Three Months ended March 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,572

 
12,436

 
65,773

 
37,823

 
7,572

 
5,968

Provision for loan losses
1,598

 
(926
)
 
(370
)
 
1,621

 
129

 
1,144

Charge-offs
(4,229
)
 
(22
)
 
(888
)
 
(471
)
 
(96
)
 
(2,752
)
Recoveries
2,285

 
47

 
238

 
184

 
74

 
1,742

Balance at end of period
$
129,226

 
11,535

 
64,753

 
39,157

 
7,679

 
6,102


The following tables disclose the recorded investment in loans and the balance in the ALLL by loan class:

 
March 31, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
138,544

 
13,257

 
93,496

 
25,518

 
3,326

 
2,947

Collectively evaluated for impairment
7,531,486

 
817,764

 
4,157,507

 
1,813,775

 
486,553

 
255,887

Total loans receivable
$
7,670,030

 
831,021

 
4,251,003

 
1,839,293

 
489,879

 
258,834

ALLL

 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
4,468

 
167

 
798

 
3,042

 
27

 
434

Collectively evaluated for impairment
123,140

 
10,467

 
67,544

 
35,066

 
6,013

 
4,050

Total ALLL
$
127,608

 
10,634

 
68,342

 
38,108

 
6,040

 
4,484

 
 
December 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
119,994

 
12,399

 
77,536

 
23,032

 
3,755

 
3,272

Collectively evaluated for impairment
6,457,830

 
708,329

 
3,499,603

 
1,556,321

 
454,163

 
239,414

Total loans receivable
$
6,577,824

 
720,728

 
3,577,139

 
1,579,353

 
457,918

 
242,686

ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
5,223

 
246

 
500

 
3,851

 
56

 
570

Collectively evaluated for impairment
124,345

 
10,552

 
68,015

 
35,452

 
6,148

 
4,178

Total ALLL
$
129,568

 
10,798

 
68,515

 
39,303

 
6,204

 
4,748


Substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas. Although the Company has a diversified loan portfolio, a substantial portion of its customers’ ability to honor their obligations is dependent upon the economic performance in the Company’s market areas.


21



The following tables disclose information related to impaired loans by loan class:
 
 
At or for the Three Months ended March 31, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
24,171

 
3,627

 
8,587

 
10,402

 
65

 
1,490

Unpaid principal balance
24,874

 
3,698

 
8,787

 
10,404

 
79

 
1,906

Specific valuation allowance
4,468

 
167

 
798

 
3,042

 
27

 
434

Average balance
20,931

 
3,303

 
6,566

 
9,293

 
126

 
1,643

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
114,373

 
9,630

 
84,909

 
15,116

 
3,261

 
1,457

Unpaid principal balance
139,033

 
10,757

 
104,008

 
18,934

 
3,795

 
1,539

Average balance
108,339

 
9,526

 
78,950

 
14,982

 
3,415

 
1,466

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
138,544

 
13,257

 
93,496

 
25,518

 
3,326

 
2,947

Unpaid principal balance
163,907

 
14,455

 
112,795

 
29,338

 
3,874

 
3,445

Specific valuation allowance
4,468

 
167

 
798

 
3,042

 
27

 
434

Average balance
129,270

 
12,829

 
85,516

 
24,275

 
3,541

 
3,109

 
 
At or for the Year ended December 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
17,689

 
2,978

 
4,545

 
8,183

 
186

 
1,797

Unpaid principal balance
18,400

 
3,046

 
4,573

 
8,378

 
199

 
2,204

Specific valuation allowance
5,223

 
246

 
500

 
3,851

 
56

 
570

Average balance
18,986

 
2,928

 
5,851

 
8,477

 
359

 
1,371

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
102,305

 
9,421

 
72,991

 
14,849

 
3,569

 
1,475

Unpaid principal balance
122,833

 
10,380

 
89,839

 
16,931

 
4,098

 
1,585

Average balance
107,945

 
9,834

 
76,427

 
15,129

 
4,734

 
1,821

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
119,994

 
12,399

 
77,536

 
23,032

 
3,755

 
3,272

Unpaid principal balance
141,233

 
13,426

 
94,412

 
25,309

 
4,297

 
3,789

Specific valuation allowance
5,223

 
246

 
500

 
3,851

 
56

 
570

Average balance
126,931

 
12,762

 
82,278

 
23,606

 
5,093

 
3,192


Interest income recognized on impaired loans for the three months ended March 31, 2018 and 2017 was not significant.


22



The following tables present an aging analysis of the recorded investment in loans by loan class:
 
 
March 31, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
34,506

 
7,812

 
14,016

 
8,676

 
2,197

 
1,805

Accruing loans 60-89 days past due
10,457

 
593

 
5,694

 
3,660

 
43

 
467

Accruing loans 90 days or more past due
5,402

 
430

 
2,379

 
2,322

 
111

 
160

Non-accrual loans
54,449

 
7,188

 
34,344

 
9,509

 
2,804

 
604

Total past due and non-accrual loans
104,814

 
16,023

 
56,433

 
24,167

 
5,155

 
3,036

Current loans receivable
7,565,216

 
814,998

 
4,194,570

 
1,815,126

 
484,724

 
255,798

Total loans receivable
$
7,670,030

 
831,021

 
4,251,003

 
1,839,293

 
489,879

 
258,834

 
 
December 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
26,375

 
6,252

 
12,546

 
3,634

 
2,142

 
1,801

Accruing loans 60-89 days past due
11,312

 
794

 
5,367

 
3,502

 
987

 
662

Accruing loans 90 days or more past due
6,077

 
2,366

 
609

 
2,973

 
—

 
129

Non-accrual loans
44,833

 
4,924

 
27,331

 
8,298

 
3,338

 
942

Total past due and non-accrual loans
88,597

 
14,336

 
45,853

 
18,407

 
6,467

 
3,534

Current loans receivable
6,489,227

 
706,392

 
3,531,286

 
1,560,946

 
451,451

 
239,152

Total loans receivable
$
6,577,824

 
720,728

 
3,577,139

 
1,579,353

 
457,918

 
242,686


The following tables present TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted during the periods presented:

 
Three Months ended March 31, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
12

 
2

 
4

 
6

 
—

 
—

Pre-modification recorded balance
$
15,997

 
439

 
8,278

 
7,280

 
—

 
—

Post-modification recorded balance
$
15,997

 
439

 
8,278

 
7,280

 
—

 
—

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
1

 
1

 
—

 
—

 
—

 
—

Recorded balance
$
334

 
334

 
—

 
—

 
—

 
—



23



 
Three Months ended March 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
10

 
2

 
2

 
4

 
1

 
1

Pre-modification recorded balance
$
9,555

 
280

 
582

 
8,530

 
153

 
10

Post-modification recorded balance
$
9,552

 
280

 
582

 
8,530

 
153

 
7

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
2

 
—

 
—

 
1

 
—

 
1

Recorded balance
$
25

 
—

 
—

 
18

 
—

 
7


The modifications for the TDRs that occurred during the three months ended March 31, 2018 and 2017 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.

In addition to the TDRs that occurred during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $431,000 and $514,000 for the three months ended March 31, 2018 and 2017 , respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in commercial real estate for the three months ended March 31, 2018 and 2017 . At March 31, 2018 and December 31, 2017 , the Company had $1,885,000 and $743,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At March 31, 2018 and December 31, 2017 , the Company had $1,025,000 and $893,000 , respectively, of OREO secured by residential real estate properties.

Note 4. Goodwill

The following schedule discloses the changes in the carrying value of goodwill:

 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Net carrying value at beginning of period
$
177,811

 
147,053

Acquisitions
111,724

 
—

Net carrying value at end of period
$
289,535

 
147,053


The Company performed its annual goodwill impairment test during the third quarter of 2017 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. In recognition, there were no events or circumstances that occurred during the first quarter of 2018 that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value, the Company did not perform interim testing at March 31, 2018 . Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. Accumulated impairment charges were $40,159,000 as of March 31, 2018 and December 31, 2017 .

For additional information on goodwill related to acquisitions, see Note 12. 


24



Note 5. Variable Interest Entities

A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest; and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary, which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary. A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a VIE.

Consolidated Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is available to investors over a seven -year period and is subject to recapture if certain events occur during such period. The maximum exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the characteristics of a primary beneficiary; however, the related-party group does meet the criteria as a group and substantially all of the activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans originated, principal collected on loans and change in other borrowed funds.

The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company.
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
Assets
 
 
 
Loans receivable
$
58,092

 
57,796

Accrued interest receivable
94

 
94

Other assets
31,901

 
15,885

Total assets
$
90,087

 
73,775

Liabilities
 
 
 
Other borrowed funds
$
7,964

 
7,964

Accrued interest payable
1

 
1

Other liabilities
89

 
98

Total liabilities
$
8,054

 
8,063



25



Unconsolidated Variable Interest Entities
The Company has equity investments in Low-Income Housing Tax Credit (“LIHTC”) partnerships with carrying values of $24,407,000 and $9,169,000 as of March 31, 2018 and December 31, 2017 , respectively. The LIHTCs are indirect federal subsidies to finance low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten consecutive years. To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen -year period. The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. Total unfunded contingent commitments related to the Company’s LIHTC investments totaled $11,702,000 at March 31, 2018 , and the Company expects to fulfill these commitments during 2018 . There were no impairment losses on the Company’s LIHTC investments during the three months ended March 31, 2018 and 2017 .

The Company has elected to use the proportional amortization method, and more specifically the practical expedient method, for the amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified affordable housing project investments during the periods presented.

 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Amortization expense
$
891

 
503

Tax credits and other tax benefits recognized
1,240

 
776


The Company also owns the following trust subsidiaries, each of which issued trust preferred securities as Tier 1 capital instruments: Glacier Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans Bancorporation Trust I, First Company Statutory Trust 2001, and First Company Statutory Trust 2003. The trust subsidiaries have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition.


26



Note 6. Securities Sold Under Agreements to Repurchase

The Company’s securities sold under agreements to repurchase (“repurchase agreements”) totaled $395,794,000 and $362,573,000 at March 31, 2018 and December 31, 2017 , respectively, and are secured by debt securities with carrying values of $536,296,000 and $475,601,000 , respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate. The following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and category of collateral:

 
March 31, 2018
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
30 - 90 Days
 
Greater Than 90 Days
 
Total
State and local governments
$
18,928

 
1,285

 
20,393

 
40,606

Residential mortgage-backed securities
353,465

 
—

 
—

 
353,465

Commercial mortgage-backed securities
1,723

 
—

 
—

 
1,723

Total
$
374,116

 
1,285

 
20,393

 
395,794


 
December 31, 2017
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
30 - 90 Days
 
Greater Than 90 Days
 
Total
Residential mortgage-backed securities
$
360,751

 
—

 
—

 
360,751

Commercial mortgage-backed securities
1,822

 
—

 
—

 
1,822

Total
$
362,573

 
—

 
—

 
362,573


Note 7. Derivatives and Hedging Activities

Interest Rate Swap Derivatives
As of March 31, 2018 , the Company’s interest rate swap derivative financial instruments were designated as cash flow hedges and are summarized as follows:
(Dollars in thousands)
Forecasted
Notional  Amount
 
Variable
Interest Rate  1
 
Fixed
Interest Rate  1
 
Payment Term
Interest rate swap
$
160,000

 
3 month LIBOR
 
3.378
%
 
Oct. 21, 2014 - Oct. 21, 2021
Interest rate swap
100,000

 
3 month LIBOR
 
2.498
%
 
Nov. 30, 2015 - Nov. 30, 2022
______________________________
1 The Company pays the fixed interest rate and the counterparty pays the Company the variable interest rate.

The hedging strategy converts the LIBOR-based variable interest rate on borrowings to a fixed interest rate, thereby protecting the Company from interest rate variability.


27



The interest rate swaps with the $160,000,000 and $100,000,000 notional amounts began their payment terms in October 2014 and November 2015, respectively. The Company designated wholesale deposits and Federal Home Loan Bank (“FHLB”) advances as the cash flow hedge and these hedged items were determined to be fully effective during current and prior periods. As such, no amount of ineffectiveness has been included in the Company’s statements of operations for the three months ended March 31, 2018 and 2017 . Therefore, the aggregate fair value of the interest rate swaps was recorded in other liabilities with changes recorded in OCI. The Company expects the hedges to remain highly effective during the remaining terms of the interest rate swaps. Interest expense recorded on the interest rate swaps totaled $1,976,000 for the three months ended March 31, 2018 and 2017 , and is reported as a component of interest expense on deposits and FHLB advances. Unless the interest rate swaps are terminated during the next year, the Company expects $3,127,000 of the unrealized loss reported in OCI at March 31, 2018 to be reclassified to interest expense during the next twelve months.

The following table presents the pre-tax gains or losses recorded in OCI and the Company’s statements of operations relating to the interest rate swap derivative financial instruments:
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Interest rate swaps
 
 
 
Amount of gain recognized in OCI (effective portion)
$
4,379

 
264

Amount of loss reclassified from OCI to interest expense
(900
)
 
(1,332
)
Amount of loss recognized in other non-interest expense (ineffective portion)
—

 
—


The following table discloses the offsetting of financial assets and interest rate swap derivative assets.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Gross Amount of Recognized Assets
 
Gross Amount Offset in the Statements of Financial Position
 
Net Amounts of Assets Presented in the Statements of Financial Position
 
Gross Amount of Recognized Assets
 
Gross Amount Offset in the Statements of Financial Position
 
Net Amounts of Assets Presented in the Statements of Financial Position
Interest rate swaps
$
601

 
(601
)
 
—

 
—

 
—

 
—


The following table discloses the offsetting of financial liabilities and interest rate swap derivative liabilities.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statements of Financial Position
 
Net Amounts of Liabilities Presented in the Statements of Financial Position
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statements of Financial Position
 
Net Amounts of Liabilities Presented in the Statements of Financial Position
Interest rate swaps
$
4,711

 
(601
)
 
4,110

 
9,389

 
—

 
9,389


Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparty in the form of debt securities totaling $5,603,000 at March 31, 2018 . There was $0 collateral pledged from the counterparty to the Company as of March 31, 2018 . There is the possibility that the Company may need to pledge additional collateral in the future if there were declines in the fair value of the interest rate swap derivative financial instruments versus the collateral pledged.


28



Residential Real Estate Derivatives
At March 31, 2018 and December 31, 2017 , the Company had residential real estate derivatives for 1) commitments to fund certain residential real estate loans (interest rate locks) of $96,523,000 and $67,861,000 , respectively, to be sold into the secondary market; and 2) forward commitments for the future delivery of residential real estate loans to third party investors on a best efforts basis. It is the Company’s practice to enter into forward commitments for the future delivery of residential real estate loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These derivatives are not designated in hedge relationships. Such derivatives are short-term in nature and changes in the fair values of these derivatives are not recorded as gains on sale of loans because the changes were not significant.

Note 8. Other Expenses

Other expenses consists of the following:
 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Mergers and acquisition expenses
$
1,836

 
83

Debit card expenses
1,640

 
1,718

Consulting and outside services
1,379

 
1,420

Telephone
1,021

 
977

Loan expenses
804

 
891

Employee expenses
791

 
789

Postage
779

 
725

Printing and supplies
691

 
640

VIE amortization and other expenses
474

 
464

Business development
468

 
340

Accounting and audit fees
418

 
490

Legal fees
314

 
279

ATM expenses
289

 
312

Checking and operating expenses
113

 
365

Other
1,144

 
927

Total other expenses
$
12,161

 
10,420



29



Note 9. Accumulated Other Comprehensive Loss

The following table illustrates the activity within accumulated other comprehensive loss by component, net of tax:
 
(Dollars in thousands)
Gains (Losses) on Available-For-Sale Debt Securities
 
Losses on Derivatives Used for Cash Flow Hedges
 
Total
Balance at December 31, 2016
$
1,639

 
(9,021
)
 
(7,382
)
Other comprehensive income before reclassifications
1,907

 
162

 
2,069

Reclassification adjustments for losses included in net income
85

 
816

 
901

Net current period other comprehensive income
1,992

 
978

 
2,970

Balance at March 31, 2017
$
3,631

 
(8,043
)
 
(4,412
)
Balance at December 31, 2017
$
5,031

 
(7,010
)
 
(1,979
)
Other comprehensive (loss) income before reclassifications
(19,196
)
 
3,269

 
(15,927
)
Reclassification adjustments for losses included in net income
211

 
672

 
883

Net current period other comprehensive (loss) income
(18,985
)
 
3,941

 
(15,044
)
Balance at March 31, 2018
$
(13,954
)
 
(3,069
)
 
(17,023
)

Note 10. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding restricted stock awards were vested and stock options were exercised, using the treasury stock method.

Basic and diluted earnings per share has been computed based on the following:
 
Three Months ended
(Dollars in thousands, except per share data)
March 31,
2018
 
March 31,
2017
Net income available to common stockholders, basic and diluted
$
38,559

 
31,255

Average outstanding shares - basic
80,808,904

 
76,572,116

Add: dilutive restricted stock awards and stock options
78,231

 
61,167

Average outstanding shares - diluted
80,887,135

 
76,633,283

Basic earnings per share
$
0.48

 
0.41

Diluted earnings per share
$
0.48

 
0.41


There were 0 and 39,348 restricted stock awards and stock options excluded from the diluted average outstanding share calculation for the three months ended March 31, 2018 and 2017 , respectively. Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock award or the exercise price of a stock option exceeds the market price of the Company’s stock.


30



Note 11. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
 
Level 1    Quoted prices in active markets for identical assets or liabilities
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
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

Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the three month periods ended March 31, 2018 and 2017 .

Recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended March 31, 2018 .

Debt securities, available-for-sale: fair value for available-for-sale debt securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, market spreads, prepayments, defaults, recoveries, cumulative loss projections, and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are classified as Level 3 within the hierarchy.

Fair value determinations of available-for-sale debt securities are the responsibility of the Company’s corporate accounting and treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and operating effectively. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels within the fair value hierarchy. The review includes the extent to which markets for debt securities are determined to have limited or no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets, with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. In assessing credit risk, the Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’ financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk.

Loans held for sale, at fair value: loans held for sale measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net losses of $108,000 and $0 for the three month periods ended March 31, 2018 and 2017 , respectively, from the changes in fair value of these loans held for sale measured at fair value. Electing to measure loans held for sale at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.


31



Interest rate swap derivative financial instruments: fair values for interest rate swap derivative financial instruments are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. The inputs used to determine fair value include the 3 month LIBOR forward curve to estimate variable rate cash inflows and the Fed Funds Effective Swap Rate to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The Company also obtains and compares the reasonableness of the pricing from an independent third party.

The following tables disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis:
  
 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value March 31, 2018
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
29,352

 
—

 
29,352

 
—

U.S. government sponsored enterprises
109,912

 
—

 
109,912

 
—

State and local governments
643,111

 
—

 
643,111

 
—

Corporate bonds
318,856

 
—

 
318,856

 
—

Residential mortgage-backed securities
901,112

 
—

 
901,112

 
—

Commercial mortgage-backed securities
152,502

 
—

 
152,502

 
—

Loans held for sale, at fair value
37,058

 
—

 
37,058

 
—

Total assets measured at fair value on a recurring basis
$
2,191,903

 
—

 
2,191,903

 
—

Interest rate swaps
$
4,110

 
—

 
4,110

 
—

Total liabilities measured at fair value on a recurring basis
$
4,110

 
—

 
4,110

 
—


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2017
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
31,127

 
—

 
31,127

 
—

U.S. government sponsored enterprises
19,091

 
—

 
19,091

 
—

State and local governments
629,501

 
—

 
629,501

 
—

Corporate bonds
216,762

 
—

 
216,762

 
—

Residential mortgage-backed securities
779,283

 
—

 
779,283

 
—

Commercial mortgage-backed securities
102,479

 
—

 
102,479

 
—

Loans held for sale, at fair value
38,833

 
—

 
38,833

 
—

Total assets measured at fair value on a recurring basis
$
1,817,076

 
—

 
1,817,076

 
—

Interest rate swaps
$
9,389

 
—

 
9,389

 
—

Total liabilities measured at fair value on a recurring basis
$
9,389

 
—

 
9,389

 
—


32



Non-recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended March 31, 2018 .

Other real estate owned: OREO is carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell. Estimated fair value of OREO is based on appraisals or evaluations (new or updated). OREO is classified within Level 3 of the fair value hierarchy.

Collateral-dependent impaired loans, net of ALLL: loans included in the Company’s loan portfolio for which it is probable that the Company will not collect all principal and interest due according to contractual terms are considered impaired. Estimated fair value of collateral-dependent impaired loans is based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company’s credit department reviews appraisals for OREO and collateral-dependent loans, giving consideration to the highest and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value. The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may occur. The Company generally obtains appraisals or evaluations (new or updated) annually.

The following tables disclose the fair value measurement of assets with a recorded change during the period resulting from re-measuring the assets at fair value on a non-recurring basis:

 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value March 31, 2018
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Other real estate owned
$
138

 
—

 
—

 
138

Collateral-dependent impaired loans, net of ALLL
11,172

 
—

 
—

 
11,172

Total assets measured at fair value on a non-recurring basis
$
11,310

 
—

 
—

 
11,310



33



 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2017
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Other real estate owned
$
2,296

 
—

 
—

 
2,296

Collateral-dependent impaired loans, net of ALLL
6,339

 
—

 
—

 
6,339

Total assets measured at fair value on a non-recurring basis
$
8,635

 
—

 
—

 
8,635


Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

 
Fair Value March 31, 2018
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
138

 
Sales comparison approach
 
Selling costs
 
15.0% - 15.0% (15.0%)
Collateral-dependent impaired loans, net of ALLL
$
13

 
Cost approach
 
Selling costs
 
20.0% - 20.0% (20.0%)
 
4,497

 
Sales comparison approach
 
Selling costs
 
8.0% - 10.0% (9.6%)
 
6,662

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
$
11,172

 
 
 
 
 
 

 
Fair Value December 31, 2017
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
2,296

 
Sales comparison approach
 
Selling costs
 
0.0% - 10.0% (6.0%)
Collateral-dependent impaired loans, net of ALLL
$
238

 
Cost approach
 
Selling costs
 
10.0% - 20.0% (10.6%)
 
2,541

 
Sales comparison approach
 
Selling costs
 
8.0% - 10.0% (9.4%)
 
3,560

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
$
6,339

 
 
 
 
 
 
______________________________
1 The range for selling costs and adjustments to comparables indicate reductions to the fair value.


34



Fair Value of Financial Instruments
The following is a description of the methods used to estimate the fair value of all other assets and liabilities recognized at amounts other than fair value.

Cash and cash equivalents: fair value is estimated at book value.

Debt securities, held-to-maturity: fair value for held-to-maturity debt securities is estimated in the same manner as available-for-sale debt securities, which is described above.

Loans receivable, net of ALLL: The Company adopted the amendments to ASC Topic 825 relating to the loan portfolio for the quarter ended March 31, 2018 and an exit price income approach was used to determine the fair value. The loans were valued on an individual basis, with consideration given to the loans' underlying characteristics, including account types, remaining terms (in months), annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan to value ratios (LTV), loss exposures, and remaining balances. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. As of December 31, 2017, the fair value was estimated by discounting the future cash flows using the rates at which similar notes would be written for the same remaining maturities or an entry price income approach. The market rates used were based on current rates the Company would impose for similar loans and reflect a market participant assumption about risks associated with non-performance, illiquidity, and the structure and term of the loans along with local economic and market conditions. For all periods presented, the estimated fair value of impaired loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All impaired loans are classified as Level 3 and all other loans are classified as Level 2 within the valuation hierarchy.

Accrued interest receivable: fair value is estimated at book value.

Non-marketable equity securities: fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities.

Deposits: fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The market rates used were obtained from an independent third party and reviewed by the Company. The rates were the average of current rates offered by the Company’s local competitors. The estimated fair value of demand deposits such as NOW, DDA, savings, and money market deposit accounts is the book value since rates are regularly adjusted to market rates and transactions are executed at book value daily. Therefore, such deposits are classified in Level 1 of the valuation hierarchy. Certificate accounts and wholesale deposits are classified as Level 2 within the hierarchy.

Federal Home Loan Bank advances: fair value of non-callable FHLB advances is estimated by discounting the future cash flows using rates of similar advances with similar maturities. Such rates were obtained from current rates offered by FHLB. The estimated fair value of callable FHLB advances was obtained from FHLB and the model was reviewed by the Company.

Securities sold under agreements to repurchase and other borrowed funds: fair value of term repurchase agreements and other term borrowings is estimated based on current repurchase rates and borrowing rates currently available to the Company for repurchases and borrowings with similar terms and maturities. The estimated fair value for overnight repurchase agreements and other borrowings is book value.


35



Subordinated debentures: fair value of the subordinated debt is estimated by discounting the estimated future cash flows using current estimated market rates. The market rates used were averages of currently traded trust preferred securities with similar characteristics to the Company’s issuances and obtained from an independent third party.

Accrued interest payable: fair value is estimated at book value.

Off-balance sheet financial instruments: unused lines of credit and letters of credit represent the principal categories of off-balance sheet financial instruments. The fair value of commitments is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of unused lines of credit and letters of credit is not material; therefore, such commitments are not included in the following tables.

The following tables present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s financial instruments:

 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount March 31, 2018
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
451,048

 
451,048

 
—

 
—

Debt securities, available-for-sale
2,154,845

 
—

 
2,154,845

 
—

Debt securities, held-to-maturity
634,413

 
—

 
634,380

 
—

Loans held for sale, at fair value
37,058

 
—

 
37,058

 
—

Loans receivable, net of ALLL
7,542,422

 
—

 
—

 
7,502,161

Accrued interest receivable
54,376

 
54,376

 
—

 
—

Non-marketable equity securities
21,910

 
—

 
21,910

 
—

Total financial assets
$
10,896,072

 
505,424

 
2,848,193

 
7,502,161

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
9,418,845

 
8,318,277

 
1,102,380

 
—

FHLB advances
155,057

 
—

 
153,483

 
—

Repurchase agreements and other borrowed funds
403,998

 
—

 
403,994

 
—

Subordinated debentures
134,061

 
—

 
112,189

 
—

Accrued interest payable
3,740

 
3,740

 
—

 
—

Interest rate swaps
4,110

 
—

 
4,110

 
—

Total financial liabilities
$
10,119,811

 
8,322,017

 
1,776,156

 
—



36



 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount December 31, 2017
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
200,004

 
200,004

 
—

 
—

Debt securities, available-for-sale
1,778,243

 
—

 
1,778,243

 
—

Debt securities, held-to-maturity
648,313

 
—

 
660,086

 
—

Loans held for sale, at fair value
38,833

 
—

 
38,833

 
—

Loans receivable, net of ALLL
6,448,256

 
—

 
6,219,515

 
114,771

Accrued interest receivable
44,462

 
44,462

 
—

 
—

Non-marketable equity securities
29,884

 
—

 
29,884

 
—

Total financial assets
$
9,187,995

 
244,466

 
8,726,561

 
114,771

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
7,579,747

 
6,602,445

 
978,803

 
—

FHLB advances
353,995

 
—

 
352,886

 
—

Repurchase agreements and other borrowed funds
370,797

 
—

 
370,797

 
—

Subordinated debentures
126,135

 
—

 
98,023

 
—

Accrued interest payable
3,450

 
3,450

 
—

 
—

Interest rate swaps
9,389

 
—

 
9,389

 
—

Total financial liabilities
$
8,443,513

 
6,605,895

 
1,809,898

 
—


Note 12. Mergers and Acquisitions

On February 28, 2018 , the Company acquired 100 percent of the outstanding common stock of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana. FSB provides banking services to individuals and businesses throughout Montana with banking offices located in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. The acquisition expands the Company’s presence in the Bozeman and Golden Triangle markets in Montana and further diversifies the Company’s loan, customer and deposit base. FSB merged into the Bank and became a new bank division headquartered in Bozeman and the Bank’s existing Bozeman-based division, Big Sky Western Bank, combined with the new FSB division. The agriculture-focused northern branches of FSB combined with the Bank’s First Bank of Montana division. The preliminary value of the FSB acquisition was $181,043,000 and resulted in the Company issuing 4,654,091 shares of its common stock. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the February 28, 2018 acquisition date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and FSB. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.


37



On January 31, 2018 , the Company acquired 100 percent of the outstanding common stock of Columbine Capital Corp. and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado. Collegiate provides banking services to businesses and individuals in the Mountain and Front Range communities of Colorado, with banking offices located in Aurora, Buena Vista, Denver and Salida. The acquisition expands the Company’s presence in Colorado to the mountains and along the Front Range and further diversifies the Company’s loan, customer and deposit base. Collegiate merged into the Bank and operates as a separate Bank division under its existing name and management team. The preliminary value of the Collegiate acquisition was $96,083,000 and resulted in the Company issuing 1,778,777 shares of its common stock and paying $16,265,000 in cash in exchange for all of Collegiate’s outstanding common stock shares and $10,054,000 due to an effective settlement of pre-existing receivable from Columbine Capital Corp. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the January 31, 2018 acquisition date. The excess of the preliminary fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Collegiate. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

The assets and liabilities of FSB and Collegiate were recorded on the Company’s consolidated statements of financial condition at their preliminary estimated fair values as of the February 28, 2018 and January 31, 2018 acquisition dates, respectively, and their results of operations have been included in the Company’s consolidated statements of operations since those dates. The following table discloses the preliminary fair value estimates of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the FSB and Collegiate acquisitions. Due to the timing of the acquisitions, the Company is continuing to obtain information to determine the fair values of the acquired assets and liabilities.

 
FSB
 
Collegiate
(Dollars in thousands)
February 28,
2018
 
January 31,
2018
Fair value of consideration transferred
 
 
 
Fair value of Company shares issued, net of equity issuance costs
$
181,043

 
69,764

Cash consideration for outstanding shares
—

 
16,265

Effective settlement of a pre-existing relationship
—

 
10,054

Total fair value of consideration transferred
181,043

 
96,083

Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
 
Identifiable assets acquired
 
 
 
Cash and cash equivalents
24,397

 
93,136

Debt securities
271,865

 
42,177

Loans receivable
627,767

 
354,252

Core deposit intangible 1
31,053

 
10,275

Accrued income and other assets
78,325

 
15,911

Total identifiable assets acquired
1,033,407

 
515,751

Liabilities assumed
 
 
 
Deposits
877,586

 
437,171

Borrowings 2
36,880

 
12,509

Accrued expenses and other liabilities
14,175

 
5,435

Total liabilities assumed
928,641

 
455,115

Total identifiable net assets
104,766

 
60,636

Goodwill recognized
$
76,277

 
35,447

______________________________
1 The core deposit intangible for each acquisition was determined to have an estimated life of 10 years .
2 Borrowings assumed with the FSB acquisition include Tier 2 subordinated debentures of $7,903,000 .


38



The preliminary fair values of the FSB and Collegiate assets acquired include loans with preliminary fair values of $627,767,000 and $354,252,000 , respectively. The gross principal and contractual interest due under the FSB and Collegiate contracts was $632,370,000 and $355,364,000 , respectively. The Company evaluated the principal and contractual interest due at each of the acquisition dates and determined that insignificant amounts were not expected to be collectible.

The Company incurred $1,239,000 and $590,000 of third-party acquisition-related costs in connection with the FSB and Collegiate acquisitions, respectively, during the three ended March 31, 2018 . The expenses are included in other expense in the Company's consolidated statements of operations.

Total income consisting of net interest income and non-interest income of the acquired operations of FSB was approximately $4,234,000 and net income was approximately $998,000 from February 28, 2018 to March 31, 2018 . Total income consisting of net interest income and non-interest income of the acquired operations of Collegiate was approximately $3,792,000 and net income was approximately $1,212,000 from January 31, 2018 to March 31, 2018 .

The following unaudited pro forma summary presents consolidated information of the Company as if the FSB and Collegiate acquisitions had occurred on January 1, 2017:

 
Three Months ended
(Dollars in thousands)
March 31,
2018
 
March 31,
2017
Net interest income and non-interest income
$
130,068

 
120,646

Net income
33,948

 
35,457



39



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to provide a more comprehensive review of the Glacier Bancorp, Inc.’s (“Company”) operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.”

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as applicable, in this report and the Annual Report on Form 10-K for the year ended December 31, 2017 (the “ 2017 Annual Report”), the following factors, among others, could cause actual results to differ materially from the anticipated results:
•
the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio;
•
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability;
•
changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation (“FDIC”) and other third parties;
•
legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business, both generally and as a result of the Company exceeding $10 billion in total consolidated assets;
•
ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations;
•
costs or difficulties related to the completion and integration of acquisitions;
•
the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;
•
reduced demand for banking products and services;
•
the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers;
•
competition among financial institutions in the Company's markets may increase significantly;
•
the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
•
the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
•
consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;
•
dependence on the (“CEO”), the senior management team and the Presidents of Glacier Bank (“Bank”) divisions;
•
material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;
•
natural disasters, including fires, floods, earthquakes, and other unexpected events;
•
the Company’s success in managing risks involved in the foregoing; and
•
the effects of any reputational damage to the Company resulting from any of the foregoing.

Please take into account that forward-looking statements speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to publicly correct or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement.


40



MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, this Form 10-Q contains certain non-GAAP financial measures. The Company believes that providing these non-GAAP financial measures provides investors with information useful in understanding the Company’s financial performance, performance trends, and financial position. While the Company uses these non-GAAP measures in its analysis of the Company’s performance, this information should not be considered an alternative to measurements required by GAAP. The following table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures.
 
Three Months ended December 31, 2017
(Dollars in thousands, except per share data)
GAAP
 
Tax Act Adjustment
 
Non-GAAP
Federal and state income tax expense
$
31,327

 
(19,699
)
 
11,628

Net income
$
14,956

 
19,699

 
34,655

Basic earnings per share
$
0.19

 
0.25

 
0.44

Diluted earnings per share
$
0.19

 
0.25

 
0.44

Return on average assets
0.61
%
 
0.81
 %
 
1.42
%
Return on average equity
4.91
%
 
6.47
 %
 
11.38
%
Dividend payout ratio
110.53
%
 
(62.80
)%
 
47.73
%
Effective tax rate
67.69
%
 
(42.57
)%
 
25.12
%

The reconciling item between the GAAP and non-GAAP financial measures was the one-time net tax expense of $19.7 million during the three months ended December 31, 2017. The one-time net tax expense was driven by the Tax Cuts and Jobs Act (“Tax Act”) and the change in the prior year federal marginal rate of 35 percent to 21 percent for current and future years, which resulted in this revaluation of its deferred tax assets and deferred tax liabilities (“net deferred tax asset”). The Company believes the financial results are more comparable excluding the impact of the revaluation of the net deferred tax asset.

Basic earnings per share is calculated by dividing net income by average outstanding shares and diluted earnings per share is calculated by dividing net income by diluted average outstanding shares. The one-time net tax expense of $19.7 million was included in determining income for both the GAAP basic earnings per share and the GAAP diluted earnings per share. Conversely, the one-time net tax expense of $19.7 million was excluded in determining income for both the non-GAAP basic earnings per share and the non-GAAP diluted earnings per share. Average outstanding shares of 78,006,956 was used in the GAAP and non-GAAP basic earnings per share for the three months ended December 31, 2017. Diluted average outstanding shares of 78,094,494 was used in the GAAP and non-GAAP diluted earnings per share for the three months ended December 31, 2017.

The return on average assets ratio is calculated by dividing net income by average assets and the return on average equity ratio is calculated by dividing net income by average equity. The one-time net tax expense of $19.7 million was included in determining income for both the GAAP return on average assets and the GAAP return on average equity. Conversely, the one-time net tax expense of $19.7 million was excluded in determining income for both the non-GAAP return on average assets and the non-GAAP return on average equity. Average assets of $9.712 billion was used in the GAAP and non-GAAP return on average assets ratios for the three months ended December 31, 2017. Average equity of $1.209 billion was used in the GAAP and non-GAAP return on average equity ratios for the three months ended December 31, 2017.

The dividend payout ratio is calculated by dividing dividends declared per share by basic earnings per share. The non-GAAP dividend payout ratio uses the non-GAAP basic earnings per share for calculating the ratio.

The effective tax rate is calculated by dividing federal and state income tax expense by income before income taxes. The non-GAAP effective tax rate uses the non-GAAP federal and state income tax expense of $11.6 million for calculating the rate.


41



Financial Highlights
 
At or for the Three Months ended
(Dollars in thousands, except per share and market data)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
Operating results
 
 
 
 
 
Net income 1
$
38,559

 
34,655

 
31,255

Basic earnings per share 1
$
0.48

 
0.44

 
0.41

Diluted earnings per share 1
$
0.48

 
0.44

 
0.41

Dividends declared per share
$
0.23

 
0.21

 
0.21

Market value per share
 
 
 
 
 
Closing
$
38.38

 
39.39

 
33.93

High
$
41.24

 
41.23

 
38.17

Low
$
36.72

 
35.50

 
31.70

Selected ratios and other data
 
 
 
 
 
Number of common stock shares outstanding
84,511,472

 
78,006,956

 
76,619,952

Average outstanding shares - basic
80,808,904

 
78,006,956

 
76,572,116

Average outstanding shares - diluted
80,887,135

 
78,094,494

 
76,633,283

Return on average assets (annualized) 1
1.50
%
 
1.42
%
 
1.35
%
Return on average equity (annualized) 1
11.90
%
 
11.38
%
 
11.19
%
Efficiency ratio
57.80
%
 
54.02
%
 
55.57
%
Dividend payout ratio 1
47.92
%
 
47.73
%
 
51.22
%
Loan to deposit ratio
81.83
%
 
87.29
%
 
78.91
%
Number of full time equivalent employees
2,492

 
2,278

 
2,224

Number of locations
166

 
145

 
142

Number of ATMs
222

 
200

 
195

______________________________
1 Excludes a one-time revaluation of the deferred tax assets and deferred tax liabilities as a result of the Tax Act for the three months ended December 31, 2017. For additional information on the revaluation, see the “Non-GAAP Financial Measures” section above.

The Company reported net income of $38.6 million for the current quarter, an increase of $7.3 million, or 23 percent, from the $31.3 million of net income for the prior year first quarter. Diluted earnings per share for the current quarter was $0.48 per share, an increase of $0.07, or 17 percent, from the prior year first quarter diluted earnings per share of $0.41. Included in the current quarter was $1.8 million of acquisition-related expenses.


42



Acquisitions
In February 2018, the Company completed its acquisition of Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). In January 2018, the Company completed its acquisition of Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). The transactions were accounted for using the acquisition method, and their results of operations have been included in the Company’s consolidated financial statements as of the acquisition dates. For additional information regarding the acquisitions, see Note 12 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.” The following table discloses the preliminary fair value estimates of selected classifications of assets and liabilities acquired:
 
FSB
 
Collegiate
 
 
(Dollars in thousands)
February 28,
2018
 
January 31,
2018
 
Total
Total assets
$
1,109,684

 
551,198

 
1,660,882

Debt securities
271,865

 
42,177

 
314,042

Loans receivable
627,767

 
354,252

 
982,019

Non-interest bearing deposits
301,468

 
170,022

 
471,490

Interest bearing deposits
576,118

 
267,149

 
843,267

Borrowings
36,880

 
12,509

 
49,389


Financial Condition Analysis

Assets
The following table summarizes the Company’s assets as of the dates indicated: 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Cash and cash equivalents
$
451,048

 
200,004

 
234,004

 
251,044

 
217,044

Debt securities, available-for-sale
2,154,845

 
1,778,243

 
2,314,521

 
376,602

 
(159,676
)
Debt securities, held-to-maturity
634,413

 
648,313

 
667,388

 
(13,900
)
 
(32,975
)
Total debt securities
2,789,258

 
2,426,556

 
2,981,909

 
362,702

 
(192,651
)
Loans receivable
 
 
 
 
 
 
 
 
 
Residential real estate
831,021

 
720,728

 
685,458

 
110,293

 
145,563

Commercial real estate
4,251,003

 
3,577,139

 
3,056,372

 
673,864

 
1,194,631

Other commercial
1,839,293

 
1,579,353

 
1,462,110

 
259,940

 
377,183

Home equity
489,879

 
457,918

 
433,554

 
31,961

 
56,325

Other consumer
258,834

 
242,686

 
239,480

 
16,148

 
19,354

Loans receivable
7,670,030

 
6,577,824

 
5,876,974

 
1,092,206

 
1,793,056

Allowance for loan and lease losses
(127,608
)
 
(129,568
)
 
(129,226
)
 
1,960

 
1,618

Loans receivable, net
7,542,422

 
6,448,256

 
5,747,748

 
1,094,166

 
1,794,674

Other assets
876,050

 
631,533

 
590,247

 
244,517

 
285,803

Total assets
$
11,658,778

 
9,706,349

 
9,553,908

 
1,952,429

 
2,104,870



43



The Company successfully executed its strategy to stay below $10 billion in total assets as of December 31, 2017 to delay the impact of the Durbin Amendment for one additional year. The Durbin Amendment, which was passed as part of Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), establishes limits on the amount of interchange fees that can be charged to merchants for debit card processing and will reduce the Company’s service charge fee income in the future. As a result, the Company’s annual service charge fee income is expected to decline by approximately $14 - $16 million (pre-tax) beginning July 2019. During the current quarter, the Company surpassed $10 billion in total assets ending the quarter at $11.659 billion, which was an increase of $1.952 billion, or 20 percent, from the prior quarter resulting from the current quarter acquisitions along with organic growth in loans.
 
Total debt securities of $2.789 billion at March 31, 2018 increased $363 million, or 15 percent, during the current quarter and decreased $192.7 million, or 6 percent, from the prior year first quarter. The current quarter increase was primarily due to the addition of the acquired banks. Debt securities represented 24 percent of total assets at March 31, 2018 compared to 31 percent of total assets at March 31, 2017.

The loan portfolio increased $110 million, or 7 percent annualized, during the current quarter, excluding the FSB and Collegiate acquisitions. The loan category with the largest increase was commercial real estate loans which increased $56.0 million, or 2 percent. Excluding the current quarter acquisitions and the prior year acquisition of TFB Bancorp, Inc. and its subsidiary, The Foothills Bank (collectively, “Foothills”), the loan portfolio increased $519 million, or 9 percent, since March 31, 2017 and was primarily driven by growth in commercial real estate loans, which increased $346 million, or 11 percent.

Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Deposits
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,811,469

 
2,311,902

 
2,049,476

 
499,567

 
761,993

NOW and DDA accounts
2,400,693

 
1,695,246

 
1,596,353

 
705,447

 
804,340

Savings accounts
1,328,047

 
1,082,604

 
1,035,023

 
245,443

 
293,024

Money market deposit accounts
1,778,068

 
1,512,693

 
1,516,731

 
265,375

 
261,337

Certificate accounts
955,105

 
817,259

 
941,628

 
137,846

 
13,477

Core deposits, total
9,273,382

 
7,419,704

 
7,139,211

 
1,853,678

 
2,134,171

Wholesale deposits
145,463

 
160,043

 
340,946

 
(14,580
)
 
(195,483
)
Deposits, total
9,418,845

 
7,579,747

 
7,480,157

 
1,839,098

 
1,938,688

Securities sold under agreements to repurchase
395,794

 
362,573

 
497,187

 
33,221

 
(101,393
)
Federal Home Loan Bank advances
155,057

 
353,995

 
211,627

 
(198,938
)
 
(56,570
)
Other borrowed funds
8,204

 
8,224

 
8,894

 
(20
)
 
(690
)
Subordinated debentures
134,061

 
126,135

 
126,027

 
7,926

 
8,034

Other liabilities
92,793

 
76,618

 
94,776

 
16,175

 
(1,983
)
Total liabilities
$
10,204,754

 
8,507,292

 
8,418,668

 
1,697,462

 
1,786,086


The Company added back $395 million of deposits during the current quarter that were previously moved off balance sheet as part of its strategy to stay below $10 billion in total assets through December 31, 2017. Excluding the acquisitions and deposits moved back onto the balance sheet, core deposits increased $143 million, or 2 percent, from the prior quarter. Excluding acquisitions, core deposits increased $523 million, or 7 percent, from the prior year first quarter. Excluding acquisitions, non-interest bearing deposits increased $28.1 million, or 1 percent, from prior quarter and increased $193 million, or 9 percent, from the prior year.


44



Securities sold under agreements to repurchase (“repurchase agreements”) of $396 million at March 31, 2018 increased $33.2 million, or 9 percent, from the prior quarter and decreased $101 million, or 20 percent, from the prior year first quarter. Federal Home Loan Bank (“FHLB”) advances of $155 million at March 31, 2018, decreased $199 million over prior quarter as that higher cost of funding was replaced with the deposits brought back onto the balance sheet.

Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated: 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands, except per share data)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Common equity
$
1,471,047

 
1,201,036

 
1,139,652

 
270,011

 
331,395

Accumulated other comprehensive loss
(17,023
)
 
(1,979
)
 
(4,412
)
 
(15,044
)
 
(12,611
)
Total stockholders’ equity
1,454,024

 
1,199,057

 
1,135,240

 
254,967

 
318,784

Goodwill and core deposit intangible, net
(343,991
)
 
(191,995
)
 
(158,799
)
 
(151,996
)
 
(185,192
)
Tangible stockholders’ equity
$
1,110,033

 
1,007,062

 
976,441

 
102,971

 
133,592

Stockholders’ equity to total assets
12.47
%
 
12.35
%
 
11.88
%
 
 
 
 
Tangible stockholders’ equity to total tangible assets
9.81
%
 
10.58
%
 
10.39
%
 
 
 
 
Book value per common share
$
17.21

 
15.37

 
14.82

 
1.84

 
2.39

Tangible book value per common share
$
13.13

 
12.91

 
12.74

 
0.22

 
0.39


Tangible stockholders’ equity of $1.110 billion at March 31, 2018 increased $103 million compared to the prior quarter which was the result of earnings retention, $181 million and $69.8 million of Company stock issued for the acquisitions of FSB and Collegiate, respectively; these increases more than offset the increase in goodwill and core deposit intangibles associated with the acquisitions. Tangible book value per common share at quarter end increased $0.22 per share from the prior quarter and increased $0.39 per share from a year ago.

Cash Dividend
On March 28, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per share, an increase of $0.02 per share, or 10 percent from the prior quarter. The dividend was payable April 19, 2018 to shareholders of record on April 10, 2018. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.


45



Operating Results for Three Months Ended March 31, 2018  
Compared to December 31, 2017 and March 31, 2017

Income Summary
The following table summarizes revenue for the periods indicated: 

 
Three Months ended
 
$ Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Net interest income
 
 
 
 
 
 
 
 
 
Interest income
$
103,066

 
96,898

 
87,628

 
6,168

 
15,438

Interest expense
7,774

 
7,072

 
7,366

 
702

 
408

Total net interest income
95,292

 
89,826

 
80,262

 
5,466

 
15,030

Non-interest income
 
 
 
 
 
 
 
 
 
Service charges and other fees
16,871

 
17,282

 
15,633

 
(411
)
 
1,238

Miscellaneous loan fees and charges
1,477

 
1,077

 
980

 
400

 
497

Gain on sale of loans
6,097

 
7,408

 
6,358

 
(1,311
)
 
(261
)
Loss on sale of investments
(333
)
 
(115
)
 
(100
)
 
(218
)
 
(233
)
Other income
1,974

 
2,057

 
2,818

 
(83
)
 
(844
)
Total non-interest income
26,086

 
27,709

 
25,689

 
(1,623
)
 
397

Total income
$
121,378

 
117,535

 
105,951

 
3,843

 
15,427

Net interest margin (tax-equivalent)
4.10
%
 
4.23
%
 
4.03
%
 
 
 
 

Net Interest Income
In the current quarter, interest income of $103 million increased $6.2 million, or 6 percent, from the prior quarter and increased $15.4 million, or 18 percent, over the prior year first quarter with both increases primarily attributable to the increase in interest income from commercial loans. Interest income on commercial loans increased $4.2 million, or 7 percent, from the prior quarter and increased $15.5 million, or 31 percent, from the prior year first quarter.

The current quarter interest expense of $7.8 million increased $702 thousand, or 10 percent, from the prior quarter and increased $408 thousand, or 6 percent, from the prior year first quarter. The total cost of funding (including non-interest bearing deposits) for the current quarter was 35 basis points compared to 33 basis points for the prior quarter and 37 basis points for the prior year first quarter. The 2 basis points increase from the prior quarter was driven by the $395 million of higher cost deposits brought back onto the balance sheet during the current quarter.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 4.10 percent compared to 4.23 percent in the prior quarter. The 13 basis points decrease in the net interest margin was primarily the result of a 15 basis points decrease in the tax benefit related to the tax effect on certain earning assets as a result of the lower federal income tax rate in the current year. The current quarter net interest margin increased 7 basis points over the prior year first quarter net interest margin of 4.03 percent even though there was a current quarter decrease of 15 basis points driven by the decrease in the federal income tax rate. The increase in the core margin from the prior year first quarter resulted from the remix of earning assets to higher yielding loans and stable funding costs.


46



Non-interest Income
Non-interest income for the current quarter totaled $26.1 million, a decrease of $1.6 million, or 6 percent, from the prior quarter and an increase of $397 thousand, or 2 percent, over the same quarter last year. Service charges and other fees of $16.9 million, increased $1.2 million, or 8 percent, from the prior year first quarter primarily due to the increased number of accounts. Gain on sale of loans decreased $1.3 million, or 18 percent, from the prior quarter and decreased $261 thousand from the prior year first quarter as a result of decreased refinance and purchase activity. Other income of $2.0 million, decreased $844 thousand, or 30 percent, from the prior year first quarter due to the decrease in gain on sale of other real estate owned (“OREO”). Gain on sale of OREO during the first quarter of 2018 was $72.7 thousand compared to $967 thousand in the prior year first quarter.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
 
 
Three Months ended
 
$ Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Compensation and employee benefits
$
45,721

 
40,465

 
39,246

 
5,256

 
6,475

Occupancy and equipment
7,274

 
6,925

 
6,646

 
349

 
628

Advertising and promotions
2,170

 
2,024

 
1,973

 
146

 
197

Data processing
3,967

 
3,970

 
3,124

 
(3
)
 
843

Other real estate owned
72

 
377

 
273

 
(305
)
 
(201
)
Regulatory assessments and insurance
1,206

 
1,069

 
1,061

 
137

 
145

Core deposit intangibles amortization
1,056

 
614

 
601

 
442

 
455

Other expenses
12,161

 
12,922

 
10,420

 
(761
)
 
1,741

Total non-interest expense
$
73,627

 
68,366

 
63,344

 
5,261

 
10,283


Compensation and employee benefits increased by $5.3 million, or 13 percent, from the prior year fourth quarter due to annual salary increases and the increased number of employees from acquisitions. Occupancy and equipment expense increased $349 thousand, or 5 percent, over the prior quarter and increased $628 thousand, or 9 percent, over the prior year first quarter and was attributable to the acquisitions. Data processing expense increased $843 thousand, or 27 percent, from the prior year first quarter as a result of acquisitions and volume driven cost increases. Other expenses increased $1.7 million, or 17 percent from the prior year first quarter primarily from an increase in acquisition related expenses from the two acquisitions during the current quarter. Acquisition related expenses were $1.8 million during the current quarter compared to $936 thousand in the prior quarter and $83 thousand in the prior year first quarter.

Efficiency Ratio
The current quarter efficiency ratio was 57.8 percent, a 378 basis points increase from the prior quarter efficiency ratio of 54.02 percent. The increase included 230 basis points related to the combined impact of the decrease in the federal income tax rate and the increase in acquisition related expenses.


47



Provision for Loan Losses  
The following table summarizes the provision for loan losses, net charge-offs and select ratios relating to the provision for loan losses for the previous eight quarters:
(Dollars in thousands)
Provision
for Loan
Losses
 
Net
Charge-Offs (Recoveries)
 
Allowance for Loan and Lease Losses
as a Percent
of Loans
 
Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans
 
Non-Performing
Assets to
Total Sub-sidiary Assets
First quarter 2018
$
795

 
$
2,755

 
1.66
%
 
0.59
%
 
0.64
%
Fourth quarter 2017
2,886

 
2,894

 
1.97
%
 
0.57
%
 
0.68
%
Third quarter 2017
3,327

 
3,628

 
1.99
%
 
0.45
%
 
0.67
%
Second quarter 2017
3,013

 
2,362

 
2.05
%
 
0.49
%
 
0.70
%
First quarter 2017
1,598

 
1,944

 
2.20
%
 
0.67
%
 
0.75
%
Fourth quarter 2016
1,139

 
4,101

 
2.28
%
 
0.45
%
 
0.76
%
Third quarter 2016
626

 
478

 
2.37
%
 
0.49
%
 
0.84
%
Second quarter 2016
—

 
(2,315
)
 
2.46
%
 
0.44
%
 
0.82
%

Net charge-offs for the current quarter were $2.8 million compared to $2.9 million for the prior quarter and $1.9 million from the same quarter last year. Current quarter provision for loan losses was $795 thousand, compared to $2.9 million in the prior quarter and $1.6 million in the prior year first quarter. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the level of the loan loss provision. 

The determination of the allowance for loan and lease losses (“ALLL” or “allowance”) and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about current environmental factors which affect loan losses, such factors including economic conditions, changes in collateral values, net charge-offs, and other factors discussed below in “Additional Management’s Discussion and Analysis.”


48



ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity
Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income (“OCI”). The Company’s debt securities are summarized below:

 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
(Dollars in thousands)
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
29,352

 
1
%
 
$
31,127

 
1
%
 
$
37,416

 
1
%
U.S. government sponsored enterprises
109,912

 
4
%
 
19,091

 
1
%
 
19,536

 
1
%
State and local governments
643,111

 
23
%
 
629,501

 
26
%
 
762,167

 
26
%
Corporate bonds
318,856

 
11
%
 
216,762

 
9
%
 
443,701

 
15
%
Residential mortgage-backed securities
901,112

 
32
%
 
779,283

 
32
%
 
949,091

 
32
%
Commercial mortgage-backed securities
152,502

 
6
%
 
102,479

 
4
%
 
102,610

 
3
%
Total available-for-sale
2,154,845

 
77
%
 
1,778,243

 
73
%
 
2,314,521

 
78
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
634,413

 
23
%
 
648,313

 
27
%
 
667,388

 
22
%
Total held-to-maturity
634,413

 
23
%
 
648,313

 
27
%
 
667,388

 
22
%
Total debt securities
$
2,789,258

 
100
%
 
$
2,426,556

 
100
%
 
$
2,981,909

 
100
%

The Company’s investment portfolio is primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory rate is used in calculating the tax-equivalent yields on the tax-exempt securities. As a result of the Tax Act, the federal statutory rate decreased from 35 percent in 2017 to 21 percent beginning in 2018. Mortgage-backed securities are primarily short, weighted-average life U.S. agency guaranteed residential mortgage pass-through securities.  To a lesser extent, mortgage-backed securities also consist of short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations and U.S. agency guaranteed commercial mortgage-backed securities. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s) as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.


49



The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
S&P: AAA / Moody’s: Aaa
$
293,020

 
291,006

 
310,040

 
311,759

S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
766,982

 
769,658

 
767,306

 
783,795

S&P: A+, A, A- / Moody’s: A1, A2, A3
174,664

 
179,636

 
167,230

 
175,539

S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3
5,881

 
6,018

 
2,271

 
2,372

Not rated by either entity
31,719

 
30,319

 
14,985

 
15,262

Below investment grade
847

 
854

 
847

 
860

Total
$
1,273,113

 
1,277,491

 
1,262,679

 
1,289,587


State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
General obligation - unlimited
$
722,172

 
725,842

 
717,610

 
735,218

General obligation - limited
189,328

 
194,081

 
195,278

 
203,643

Revenue
333,675

 
329,697

 
322,394

 
323,183

Certificate of participation
19,789

 
20,095

 
19,366

 
19,922

Other
8,149

 
7,776

 
8,031

 
7,621

Total
$
1,273,113

 
1,277,491

 
1,262,679

 
1,289,587


The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Washington
$
186,191

 
187,395

 
184,491

 
189,932

Texas
163,327

 
164,503

 
170,786

 
175,217

Michigan
157,075

 
160,442

 
157,240

 
163,332

Montana
112,984

 
115,022

 
92,733

 
97,234

California
69,843

 
68,722

 
69,944

 
69,554

All other states
583,693

 
581,407

 
587,485

 
594,318

Total
$
1,273,113

 
1,277,491

 
1,262,679

 
1,289,587



50



The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at March 31, 2018 . Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.

 
One Year or Less
 
After One through Five Years
 
After Five through Ten Years
 
After Ten Years
 
Mortgage-Backed Securities
 
Total
(Dollars in thousands)
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
—

 
—
%
 
$
1,936

 
1.99
%
 
$
14,190

 
1.83
%
 
$
13,226

 
2.53
%
 
$
—

 
—
%
 
$
29,352

 
2.15
%
U.S. government sponsored enterprises
—

 
—
%
 
102,357

 
2.53
%
 
7,555

 
6.06
%
 
—

 
—
%
 
—

 
—
%
 
109,912

 
2.56
%
State and local governments
27,578

 
1.89
%
 
44,017

 
2.30
%
 
231,556

 
3.66
%
 
339,960

 
4.06
%
 
—

 
—
%
 
643,111

 
3.70
%
Corporate bonds
86,746

 
2.21
%
 
232,110

 
2.73
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
318,856

 
2.59
%
Residential mortgage-backed securities
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
901,112

 
2.26
%
 
901,112

 
2.26
%
Commercial mortgage-backed securities
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
152,502

 
2.39
%
 
152,502

 
2.39
%
Total available- for-sale
114,324

 
2.13
%
 
380,420

 
2.62
%
 
253,301

 
3.54
%
 
353,186

 
4.00
%
 
1,053,614

 
2.28
%
 
2,154,845

 
2.76
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and local governments
—

 
—
%
 
2,102

 
2.21
%
 
97,453

 
3.14
%
 
534,858

 
4.11
%
 
—

 
—
%
 
634,413

 
3.95
%
Total held-to-maturity
—

 
—
%
 
2,102

 
2.21
%
 
97,453

 
3.14
%
 
534,858

 
4.11
%
 
—

 
—
%
 
634,413

 
3.95
%
Total debt securities
$
114,324

 
2.13
%
 
$
382,522

 
2.62
%
 
$
350,754

 
3.43
%
 
$
888,044

 
4.07
%
 
$
1,053,614

 
2.28
%
 
$
2,789,258

 
3.03
%

For additional information on debt securities, see Note 2 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Other-Than-Temporary Impairment on Securities Analysis
Non-marketable equity securities. Non-marketable equity securities largely consist of capital stock issued by the FHLB of Des Moines and are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities as of March 31, 2018 , the Company determined that none of such securities had other-than-temporary impairment.

Debt securities. In evaluating debt securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell the security or if it is more-likely-than-not that the Company will be required to sell the debt security. In so doing, management considers contractual constraints, liquidity, capital, asset/liability management and securities portfolio objectives. For debt securities with limited or inactive markets, the impact of macroeconomic conditions in the U.S. upon fair value estimates includes higher risk-adjusted discount rates and changes in credit ratings provided by NRSRO. In June 2017, S&P issued a credit opinion confirming its AA+ rating of U.S. government long-term debt, and the outlook remains stable. In October 2017, Moody's issued a credit opinion confirming its Aaa rating of U.S. government long-term debt and the outlook remains stable. In April 2018, Fitch issued a credit opinion confirming its AAA rating of U.S. government long-term debt and the outlook remains stable. S&P, Moody's and Fitch have similar credit ratings and outlooks with respect to certain long-term debt instruments issued by Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and other U.S. government agencies linked to the long-term U.S. debt.


51



The following table separates debt securities with an unrealized loss position at March 31, 2018 into two categories: securities purchased prior to 2018 and those purchased during 2018 . Of those securities purchased prior to 2018 , the fair market value and unrealized gain or loss at December 31, 2017 is also presented.

 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Fair Value
 
Unrealized
Loss
 
Unrealized
Loss as a
Percent of
Fair Value
 
Fair Value
 
Unrealized
Loss
 
Unrealized
Loss as a
Percent of
Fair Value
Temporarily impaired securities purchased prior to 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
26,068

 
$
(300
)
 
(1
)%
 
$
27,613

 
$
(104
)
 
—
 %
U.S. government sponsored enterprises
18,915

 
(298
)
 
(2
)%
 
19,092

 
(104
)
 
(1
)%
State and local governments
538,247

 
(21,226
)
 
(4
)%
 
551,607

 
(8,887
)
 
(2
)%
Corporate bonds
152,554

 
(1,222
)
 
(1
)%
 
154,005

 
(421
)
 
—
 %
Residential mortgage-backed securities
657,706

 
(19,225
)
 
(3
)%
 
707,286

 
(7,587
)
 
(1
)%
Commercial mortgage-backed securities
95,719

 
(2,625
)
 
(3
)%
 
102,480

 
(1,845
)
 
(2
)%
Total
$
1,489,209

 
$
(44,896
)
 
(3
)%
 
$
1,562,083

 
$
(18,948
)
 
(1
)%
Temporarily impaired securities purchased during 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored enterprises
$
72,445

 
$
(276
)
 
—
 %
 
 
 
 
 
 
State and local governments
28,365

 
(530
)
 
(2
)%
 
 
 
 
 
 
Corporate bonds
52,949

 
(22
)
 
—
 %
 
 
 
 
 
 
Residential mortgage-backed securities
64,473

 
(703
)
 
(1
)%
 
 
 
 
 
 
Commercial mortgage-backed securities
34,918

 
(139
)
 
—
 %
 
 
 
 
 
 
Total
$
253,150

 
$
(1,670
)
 
(1
)%
 
 
 
 
 
 
Temporarily impaired securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
26,068

 
$
(300
)
 
(1
)%
 
 
 
 
 
 
U.S. government sponsored enterprises
91,360

 
(574
)
 
(1
)%
 
 
 
 
 
 
State and local governments
566,612

 
(21,756
)
 
(4
)%
 
 
 
 
 
 
Corporate bonds
205,503

 
(1,244
)
 
(1
)%
 
 
 
 
 
 
Residential mortgage-backed securities
722,179

 
(19,928
)
 
(3
)%
 
 
 
 
 
 
Commercial mortgage-backed securities
130,637

 
(2,764
)
 
(2
)%
 
 
 
 
 
 
Total
$
1,742,359

 
$
(46,566
)
 
(3
)%
 
 
 
 
 
 


52



With respect to severity, the following table provides the number of debt securities and amount of unrealized loss in the various ranges of unrealized loss as a percent of book value at March 31, 2018 :
(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss
Greater than 10.0%
16

 
$
(4,355
)
5.1% to 10.0%
111

 
(11,906
)
0.1% to 5.0%
896

 
(30,305
)
Total
1,023

 
$
(46,566
)

With respect to the valuation history of the impaired debt securities, the Company identified 298 securities which have been continuously impaired for the twelve months ending March 31, 2018 . The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in the prior year(s) in which the identified securities were in an unrealized loss position.

The following table provides details of the 298 debt securities which have been continuously impaired for the twelve months ended March 31, 2018 , including the most notable loss for any one bond in each category.

(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss for
12 Months
Or More
 
Most
Notable
Loss
U.S. government and federal agency
16

 
$
(168
)
 
$
(28
)
U.S. government sponsored enterprises
1

 
(87
)
 
(87
)
State and local governments
183

 
(13,892
)
 
(1,412
)
Corporate bonds
8

 
(386
)
 
(83
)
Residential mortgage-backed securities
74

 
(9,512
)
 
(921
)
Commercial mortgage-backed securities
16

 
(1,860
)
 
(319
)
Total
298

 
$
(25,905
)
 
 

Based on the Company's analysis of its impaired debt securities as of March 31, 2018 , the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. A substantial portion of the debt securities with unrealized losses at March 31, 2018 were issued by Fannie Mae, Freddie Mac, Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company's impaired debt securities at March 31, 2018 have been determined by the Company to be investment grade.


53



Lending Activity
The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments and classes, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Residential real estate loans
$
831,021

 
11
 %
 
$
720,728

 
11
 %
 
$
685,458

 
12
 %
Commercial loans
 
 
 
 
 
 
 
 
 
 
 
Real estate
4,251,003

 
56
 %
 
3,577,139

 
55
 %
 
3,056,372

 
53
 %
Other commercial
1,839,293

 
24
 %
 
1,579,353

 
25
 %
 
1,462,110

 
25
 %
Total
6,090,296

 
80
 %
 
5,156,492

 
80
 %
 
4,518,482

 
78
 %
Consumer and other loans
 
 
 
 
 
 
 
 
 
 
 
Home equity
489,879

 
7
 %
 
457,918

 
7
 %
 
433,554

 
8
 %
Other consumer
258,834

 
4
 %
 
242,686

 
4
 %
 
239,480

 
4
 %
Total
748,713

 
11
 %
 
700,604

 
11
 %
 
673,034

 
12
 %
Loans receivable
7,670,030

 
102
 %
 
6,577,824

 
102
 %
 
5,876,974

 
102
 %
ALLL
(127,608
)
 
(2
)%
 
(129,568
)
 
(2
)%
 
(129,226
)
 
(2
)%
Loans receivable, net
$
7,542,422

 
100
 %
 
$
6,448,256

 
100
 %
 
$
5,747,748

 
100
 %

54



Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
 
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Three Months ended
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
 
March 31,
2017
Other real estate owned
$
14,132

 
14,269

 
17,771

Accruing loans 90 days or more past due
 
 
 
 
 
Residential real estate
430

 
2,366

 
—

Commercial
4,701

 
3,582

 
2,644

Consumer and other
271

 
129

 
384

Total
5,402

 
6,077

 
3,028

Non-accrual loans
 
 
 
 
 
Residential real estate
7,188

 
4,924

 
5,949

Commercial
43,853

 
35,629

 
38,578

Consumer and other
3,408

 
4,280

 
6,147

Total
54,449

 
44,833

 
50,674

Total non-performing assets
$
73,983

 
65,179

 
71,473

Non-performing assets as a percentage of subsidiary assets
0.64
%
 
0.68
%
 
0.75
%
ALLL as a percentage of non-performing loans
213
%
 
255
%
 
241
%
Accruing loans 30-89 days past due
$
44,963

 
37,687

 
39,160

Accruing troubled debt restructurings
$
41,649

 
38,491

 
38,955

Non-accrual troubled debt restructurings
$
13,289

 
23,709

 
19,479

U.S. government guarantees included in non-performing assets
$
4,548

 
2,513

 
1,690

Interest income 1
$
646

 
2,162

 
589

______________________________
1  
Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets at March 31, 2018 were $74.0 million, an increase of $8.8 million, or 14 percent, from December 31, 2017. Non-performing assets as a percentage of subsidiary assets at March 31, 2018 was 0.64 percent which was a decrease of 4 basis points from the prior year end of 0.68 percent and a decrease of 11 basis points from prior year first quarter. Early stage delinquencies (accruing loans 30-89 days past due) of $45.0 million at March 31, 2018 increased $7.3 million from the prior quarter and increased $5.8 million from the prior year, which was attributable to the acquired banks. Early stage delinquencies as a percentage of loans at March 31, 2018 was 0.59 percent, which was an increase of 2 basis points from the prior year end and a decrease of 8 basis points from prior year first quarter.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. The Company evaluates the level of its non-performing loans, the values of the underlying real estate and other collateral, and related trends in internal and external environmental factors and net charge-offs in determining the adequacy of the ALLL. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

55



For additional information on accounting policies relating to non-performing assets and impaired loans, see Note 1 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Impaired Loans
Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Impaired loans were $139 million and $120 million as of March 31, 2018 and December 31, 2017 , respectively. The ALLL includes specific valuation allowances of $4.5 million and $5.2 million of impaired loans as of March 31, 2018 and December 31, 2017 , respectively.

Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company’s TDR loans of $54.9 million and $62.2 million as of March 31, 2018 and December 31, 2017 , respectively, are considered impaired loans.

Other Real Estate Owned
The book value of loans prior to the acquisition of collateral and transfer of the loans into OREO during 2018 was $431 thousand . The fair value of the loan collateral acquired in foreclosure during 2018 was $378 thousand . The following table sets forth the changes in OREO for the periods indicated:
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Three Months ended
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
 
March 31,
2017
Balance at beginning of period
$
14,269

 
20,954

 
20,954

Acquisitions
187

 
96

 
—

Additions
378

 
4,466

 
390

Write-downs
(13
)
 
(604
)
 
(21
)
Sales
(689
)
 
(10,643
)
 
(3,552
)
Balance at end of period
$
14,132

 
14,269

 
17,771



56



Allowance for Loan and Lease Losses
Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ALLL methodology is designed to reasonably estimate the probable loan and lease losses within the Company’s loan portfolio. Accordingly, the ALLL is maintained within a range of estimated losses. The determination of the ALLL, including the provision for loan losses and net charge-offs, is a critical accounting estimate that involves management’s judgments about all known relevant internal and external environmental factors that affect loan losses, including the credit risk inherent in the loan portfolio, economic conditions nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs and credit-related policies and personnel. Although the Company continues to actively monitor economic trends, soft economic conditions combined with potential declines in the values of real estate that collateralize most of the Company’s loan portfolio may adversely affect the credit risk and potential for loss to the Company.

The ALLL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ALLL at a level that is appropriate and determined in accordance with GAAP. The allowance consists of a specific valuation allowance component and a general valuation allowance component. The specific valuation allowance component relates to loans that are determined to be impaired. A specific valuation allowance is established when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate) is lower than the carrying value of the impaired loan. The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors.

The Bank divisions’ credit administration reviews their respective loan portfolios to determine which loans are impaired and estimates the specific valuation allowance. The impaired loans and related specific valuation allowance are then provided to the Company’s credit administration for further review and approval. The Company’s credit administration also determines the estimated general valuation allowance and reviews and approves the overall ALLL. The credit administration of the Company exercises significant judgment when evaluating the effect of applicable qualitative or environmental factors on the Company’s historical loss experience for loans not identified as impaired. Quantification of the impact upon the Company’s ALLL is inherently subjective as data for any factor may not be directly applicable, consistently relevant, or reasonably available for management to determine the precise impact of a factor on the collectability of the Company’s loans collectively evaluated for impairment as of each evaluation date. The Company’s credit administration documents its conclusions and rationale for changes that occur in each applicable factor’s weight (i.e., measurement) and ensures that such changes are directionally consistent based on the underlying current trends and conditions for the factor. To have directional consistency, the provision for loan losses and credit quality should generally move in the same direction.

The Company’s model includes fourteen bank divisions with separate management teams providing substantial local oversight to the lending and credit management function. The Company’s business model affords multiple reviews of larger loans before credit is extended, a significant benefit in mitigating and managing the Company’s credit risk. The geographic dispersion of the market areas in which the Company operates further mitigates the risk of credit loss. While this process is intended to limit credit exposure, there can be no assurance that further problem credits will not arise and additional loan losses incurred, particularly in this slowly improving, but fragile economic recovery and in periods of rapid economic downturns.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying impaired loans is necessary to support management’s evaluation of the ALLL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality.


57



No assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ALLL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors, including economic and regulatory developments, will not require significant changes in the ALLL. Under such circumstances, this could result in enhanced provisions for loan losses. See additional risk factors in “Item 1A. Risk Factors.”

The following table summarizes the allocation of the ALLL as of the dates indicated:

 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
(Dollars in thousands)
ALLL
 
Percent of ALLL in
Category
 
Percent of
Loans in
Category
 
ALLL
 
Percent
of  ALLL in
Category
 
Percent
of Loans in
Category
 
ALLL
 
Percent
of  ALLL in
Category
 
Percent
of Loans in
Category
Residential real estate
$
10,634

 
8
%
 
11
%
 
$
10,798

 
8
%
 
11
%
 
$
11,535

 
9
%
 
12
%
Commercial real estate
68,342

 
54
%
 
56
%
 
68,515

 
53
%
 
54
%
 
64,753

 
50
%
 
52
%
Other commercial
38,108

 
30
%
 
24
%
 
39,303

 
30
%
 
24
%
 
39,157

 
30
%
 
25
%
Home equity
6,040

 
5
%
 
6
%
 
6,204

 
5
%
 
7
%
 
7,679

 
6
%
 
7
%
Other consumer
4,484

 
3
%
 
3
%
 
4,748

 
4
%
 
4
%
 
6,102

 
5
%
 
4
%
Total
$
127,608

 
100
%
 
100
%
 
$
129,568

 
100
%
 
100
%
 
$
129,226

 
100
%
 
100
%

The following table summarizes the ALLL experience for the periods indicated:
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Three Months ended
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
 
March 31,
2017
Balance at beginning of period
$
129,568

 
129,572

 
129,572

Provision for loan losses
795

 
10,824

 
1,598

Charge-offs
 
 
 
 
 
Residential real estate
(3
)
 
(199
)
 
(22
)
Commercial loans
(2,821
)
 
(9,044
)
 
(1,359
)
Consumer and other loans
(2,183
)
 
(10,088
)
 
(2,848
)
Total charge-offs
(5,007
)
 
(19,331
)
 
(4,229
)
Recoveries
 
 
 
 
 
Residential real estate
16

 
82

 
47

Commercial loans
1,211

 
3,569

 
422

Consumer and other loans
1,025

 
4,852

 
1,816

Total recoveries
2,252

 
8,503

 
2,285

Net charge-offs
(2,755
)
 
(10,828
)
 
(1,944
)
Balance at end of period
$
127,608

 
129,568

 
129,226

ALLL as a percentage of total loans
1.66
%
 
1.97
%
 
2.20
%
Net charge-offs as a percentage of total loans
0.04
%
 
0.17
%
 
0.03
%


58



The ALLL as a percent of total loans outstanding at March 31, 2018 was 1.66 percent, a decrease of 31 basis points from 1.97 percent at December 31, 2017. This decrease was primarily driven by the addition of loans from new acquisitions, as they are added to the portfolio on a fair value basis and as a result do not require an allowance.

The Company’s ALLL of $128 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended March 31, 2018 and 2017 , the Company believes the ALLL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio.

When applied to the Company’s historical loss experience, the qualitative or environmental factors result in the provision for loan losses being recorded in the period in which the loss has probably occurred. When the loss is confirmed at a later date, a charge-off is recorded. During 2018 , loan charge-offs, net of recoveries, exceeded the provision for loan losses by $2.0 million . During the same period in 2017 , loan charge-offs, net of recoveries, exceeded the provision for loan losses by $346 thousand .

The Company provides commercial services to individuals, small to medium-sized businesses, community organizations and public entities from 166 locations, including 152 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations.

Overall, there continues to be improvements in the economic environment and housing markets throughout the Company’s footprint. Home prices continue to increase in all of the states within the Company’s footprint. Four of the Company’s states are ranked in the top 10 nationally for house price appreciation. Home ownership in the United States has increased slightly to 64.2 percent as of the fourth quarter of 2017 after bottoming out at 62.9 percent in the second quarter of 2016. The long-term average for the United States homeownership rate is at 65.3 percent. Quarterly personal income growth remains in positive territory for each of the Company’s states, while all of the states exceed the national average. The Federal Reserve Bank of Philadelphia’s composite state coincident indices projects steady growth throughout the Company’s footprint, with Montana being one of only four states in the country with negative expected growth. The United States economy grew at or above 2.5 percent for a third straight quarter. All of the states in the Company’s footprint have unemployment rates at or below 5 percent, which reflects the Federal Reserve’s definition of full employment. There has been a slight uptick in crude oil, while base metal and natural gas prices remain steady. Certain agriculture commodities within the Company’s footprint remain volatile. The tourism industry and related lodging activity continues to be a source of strength for locations where the Company’s markets include national parks and similar recreational areas. However, Canadian tourism in Washington, Idaho and Montana continues to be negatively impacted by the weak Canadian dollar. Largely due to the recently enacted Tax Act, small business confidence remained at a high level; however, it remains to be seen how much of an impact the Tax Act will have on the Company’s economic environment. In general, the Company sees positive signs in the various economic indices; however, given the significant recession experienced during 2008 and 2009, the Company is cautiously optimistic about the subsequent recovery of the housing industry. The Company will continue to actively monitor the economy’s impact on its lending portfolio.


59



In evaluating the need for a specific or general valuation allowance for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio (i.e., regulatory classification), including residential construction and land, lot and other construction loans, the credit risk related to such loans was considered in the ongoing monitoring of such loans, including assessments based on current information, including appraisals or evaluations (new or updated) of the underlying collateral, expected cash flows and the timing thereof, as well as the estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the construction loan. Construction loans were 13 percent of the Company’s total loan portfolio and accounted for 20 percent and 24 percent of the Company’s non-accrual loans at March 31, 2018 and December 31, 2017 , respectively. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (e.g., multi-acre parcels and individual lots, with and without shorelines).

The Company’s ALLL consisted of the following components as of the dates indicated: 

(Dollars in thousands)
March 31,
2018
 
December 31,
2017
 
March 31,
2017
Specific valuation allowance
$
4,468

 
5,223

 
6,787

General valuation allowance
123,140

 
124,345

 
122,439

Total ALLL
$
127,608

 
129,568

 
129,226


During 2018 , the ALLL decreased by $2.0 million , the net result of a $755 thousand decrease in the specific valuation allowance and a $1.2 million decrease in the general valuation allowance. There was an increase of $6.5 million in loans individually evaluated with a specific impairment, however, the loss associated with such loans decreased from the prior year end. Although there was a $75 million increase in loans collectively evaluated for impairment, excluding the current year acquisitions, the improvement in the qualitative or environmental factors contributed to the decrease in the general valuation allowance. At acquisition date, the assets and liabilities of the acquired banks are recorded at their estimated fair values which results in no ALLL carried over on loans from acquired banks.

For additional information regarding the ALLL, its relation to the provision for loan losses and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”


60



Loans by Regulatory Classification
Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments and classes which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

 
Loans Receivable, by Loan Type
 
% Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Custom and owner occupied construction
$
140,440

 
$
109,555

 
$
92,835

 
28
 %
 
51
 %
Pre-sold and spec construction
100,376

 
72,160

 
68,736

 
39
 %
 
46
 %
Total residential construction
240,816

 
181,715

 
161,571

 
33
 %
 
49
 %
Land development
76,528

 
82,398

 
78,042

 
(7
)%
 
(2
)%
Consumer land or lots
119,469

 
102,289

 
94,840

 
17
 %
 
26
 %
Unimproved land
68,862

 
65,753

 
66,857

 
5
 %
 
3
 %
Developed lots for operative builders
13,093

 
14,592

 
13,046

 
(10
)%
 
—
 %
Commercial lots
43,232

 
23,770

 
26,639

 
82
 %
 
62
 %
Other construction
420,632

 
391,835

 
272,184

 
7
 %
 
55
 %
Total land, lot, and other construction
741,816

 
680,637

 
551,608

 
9
 %
 
34
 %
Owner occupied
1,292,206

 
1,132,833

 
988,544

 
14
 %
 
31
 %
Non-owner occupied
1,449,166

 
1,186,066

 
964,913

 
22
 %
 
50
 %
Total commercial real estate
2,741,372

 
2,318,899

 
1,953,457

 
18
 %
 
40
 %
Commercial and industrial
865,574

 
751,221

 
739,475

 
15
 %
 
17
 %
Agriculture
620,342

 
450,616

 
411,094

 
38
 %
 
51
 %
1st lien
1,014,361

 
877,335

 
839,387

 
16
 %
 
21
 %
Junior lien
66,288

 
51,155

 
54,801

 
30
 %
 
21
 %
Total 1-4 family
1,080,649

 
928,490

 
894,188

 
16
 %
 
21
 %
Multifamily residential
219,310

 
189,342

 
162,636

 
16
 %
 
35
 %
Home equity lines of credit
481,204

 
440,105

 
405,309

 
9
 %
 
19
 %
Other consumer
162,171

 
148,247

 
153,159

 
9
 %
 
6
 %
Total consumer
643,375

 
588,352

 
558,468

 
9
 %
 
15
 %
States and political subdivisions
421,252

 
383,252

 
329,461

 
10
 %
 
28
 %
Other
132,582

 
144,133

 
140,665

 
(8
)%
 
(6
)%
Total loans receivable, including loans held for sale
7,707,088

 
6,616,657

 
5,902,623

 
16
 %
 
31
 %
Less loans held for sale 1
(37,058
)
 
(38,833
)
 
(25,649
)
 
(5
)%
 
44
 %
Total loans receivable
$
7,670,030

 
$
6,577,824

 
$
5,876,974

 
17
 %
 
31
 %
______________________________
1 Loans held for sale are primarily 1st lien 1-4 family loans.

61



The following table summarizes the Company’s non-performing assets by regulatory classification:

 
 
Non-performing Assets,  by Loan Type
 
Non-
Accrual
Loans
 
Accruing
Loans 90  Days or  More Past Due
 
Other
Real  Estate
Owned
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Mar 31,
2018
Mar 31,
2018
Mar 31,
2018
Custom and owner occupied construction
$
48

 
48

 
—

 
—

 
—

 
48

Pre-sold and spec construction
492

 
38

 
227

 
492

 
—

 
—

Total residential construction
540

 
86

 
227

 
492

 
—

 
48

Land development
7,802

 
7,888

 
8,856

 
775

 
—

 
7,027

Consumer land or lots
1,622

 
1,861

 
1,728

 
743

 
—

 
879

Unimproved land
10,294

 
10,866

 
12,017

 
8,638

 
—

 
1,656

Developed lots for operative builders
83

 
116

 
116

 
—

 
—

 
83

Commercial lots
1,312

 
1,312

 
1,255

 
260

 
—

 
1,052

Other construction
319

 
151

 
—

 
181

 
—

 
138

Total land, lot and other construction
21,432

 
22,194

 
23,972

 
10,597

 
—

 
10,835

Owner occupied
12,594

 
13,848

 
17,956

 
10,483

 
552

 
1,559

Non-owner occupied
5,346

 
4,584

 
3,194

 
4,751

 
—

 
595

Total commercial real estate
17,940

 
18,432

 
21,150

 
15,234

 
552

 
2,154

Commercial and industrial
6,313

 
5,294

 
4,466

 
4,956

 
1,312

 
45

Agriculture
10,476

 
3,931

 
1,878

 
8,481

 
1,995

 
—

1st lien
8,717

 
9,261

 
10,047

 
7,706

 
676

 
335

Junior lien
4,271

 
567

 
1,335

 
3,979

 
242

 
50

Total 1-4 family
12,988

 
9,828

 
11,382

 
11,685

 
918

 
385

Multifamily residential
652

 
—

 
388

 
652

 
—

 
—

Home equity lines of credit
3,312

 
3,292

 
6,008

 
2,207

 
465

 
640

Other consumer
330

 
322

 
202

 
145

 
160

 
25

Total consumer
3,642

 
3,614

 
6,210

 
2,352

 
625

 
665

States and political subdivisions
—

 
1,800

 
1,800

 
—

 
—

 
—

Total
$
73,983

 
65,179

 
71,473

 
54,449

 
5,402

 
14,132




62



The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

 
Accruing 30-89 Days Delinquent Loans,  by Loan Type
 
% Change from
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Dec 31,
2017
 
Mar 31,
2017
Custom and owner occupied construction
$
611

 
$
300

 
$
380

 
104
 %
 
61
 %
Pre-sold and spec construction
267

 
102

 
488

 
162
 %
 
(45
)%
Total residential construction
878

 
402

 
868

 
118
 %
 
1
 %
Land development
585

 
—

 
—

 
n/m

 
n/m

Consumer land or lots
485

 
353

 
432

 
37
 %
 
12
 %
Unimproved land
889

 
662

 
938

 
34
 %
 
(5
)%
Developed lots for operative builders
464

 
7

 
—

 
6,529
 %
 
n/m

Commercial lots
194

 
108

 
258

 
80
 %
 
(25
)%
Other construction
76

 
—

 
7,125

 
n/m

 
(99
)%
Total land, lot and other construction
2,693

 
1,130

 
8,753

 
138
 %
 
(69
)%
Owner occupied
13,904

 
4,726

 
6,686

 
194
 %
 
108
 %
Non-owner occupied
3,842

 
2,399

 
405

 
60
 %
 
849
 %
Total commercial real estate
17,746

 
7,125

 
7,091

 
149
 %
 
150
 %
Commercial and industrial
5,746

 
6,472

 
6,796

 
(11
)%
 
(15
)%
Agriculture
3,845

 
3,205

 
3,567

 
20
 %
 
8
 %
1st lien
9,597

 
10,865

 
7,132

 
(12
)%
 
35
 %
Junior lien
240

 
4,348

 
848

 
(94
)%
 
(72
)%
Total 1-4 family
9,837

 
15,213

 
7,980

 
(35
)%
 
23
 %
Multifamily residential
—

 
—

 
2,028

 
n/m

 
(100
)%
Home equity lines of credit
2,316

 
1,962

 
703

 
18
 %
 
229
 %
Other consumer
1,849

 
2,109

 
1,317

 
(12
)%
 
40
 %
Total consumer
4,165

 
4,071

 
2,020

 
2
 %
 
106
 %
Other
53

 
69

 
57

 
(23
)%
 
(7
)%
Total
$
44,963

 
$
37,687

 
$
39,160

 
19
 %
 
15
 %
______________________________
n/m - not measurable



63



The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

 
Net Charge-Offs (Recoveries),  Year-to-Date
Period Ending, By Loan Type
 
Charge-Offs
 
Recoveries
(Dollars in thousands)
Mar 31,
2018
 
Dec 31,
2017
 
Mar 31,
2017
 
Mar 31,
2018
 
Mar 31,
2018
Pre-sold and spec construction
$
(339
)
 
(23
)
 
(11
)
 
17

 
356

Total residential construction
(339
)
 
(23
)
 
(11
)
 
17

 
356

Land development
(5
)
 
(143
)
 
(33
)
 
—

 
5

Consumer land or lots
(3
)
 
222

 
(57
)
 
169

 
172

Unimproved land
(73
)
 
(304
)
 
(96
)
 
—

 
73

Developed lots for operative builders
—

 
(107
)
 
(5
)
 
—

 
—

Commercial lots
(2
)
 
(6
)
 
(2
)
 
—

 
2

Other construction
—

 
389

 
—

 
—

 
—

Total land, lot and other construction
(83
)
 
51

 
(193
)
 
169

 
252

Owner occupied
962

 
3,908

 
795

 
1,000

 
38

Non-owner occupied
(47
)
 
368

 
(1
)
 
15

 
62

Total commercial real estate
915

 
4,276

 
794

 
1,015

 
100

Commercial and industrial
1,430

 
883

 
344

 
1,539

 
109

Agriculture
(2
)
 
9

 
(3
)
 
—

 
2

1st lien
(65
)
 
(23
)
 
(15
)
 
4

 
69

Junior lien
(29
)
 
719

 
(16
)
 
—

 
29

Total 1-4 family
(94
)
 
696

 
(31
)
 
4

 
98

Multifamily residential
(6
)
 
(230
)
 
—

 
—

 
6

Home equity lines of credit
(32
)
 
272

 
12

 
12

 
44

Other consumer
73

 
505

 
(11
)
 
142

 
69

Total consumer
41

 
777

 
1

 
154

 
113

Other
893

 
4,389

 
1,043

 
2,109

 
1,216

Total
$
2,755

 
10,828

 
1,944

 
5,007

 
2,252





64



Sources of Funds
The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, repurchase agreements, wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits
The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. During 2017, the Company utilized a third party vendor to transfer deposits off-balance sheet. All of such deposits were brought back onto the Company’s balance sheet during the three months ended March 31, 2018. The Company’s deposits are summarized below:

 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Non-interest bearing deposits
$
2,811,469

 
30
%
 
$
2,311,902

 
31
%
 
$
2,049,476

 
27
%
NOW and DDA accounts
2,400,693

 
25
%
 
1,695,246

 
22
%
 
1,596,353

 
21
%
Savings accounts
1,328,047

 
14
%
 
1,082,604

 
14
%
 
1,035,023

 
14
%
Money market deposit accounts
1,778,068

 
19
%
 
1,512,693

 
20
%
 
1,516,731

 
20
%
Certificate accounts
955,105

 
10
%
 
817,259

 
11
%
 
941,628

 
13
%
Wholesale deposits
145,463

 
2
%
 
160,043

 
2
%
 
340,946

 
5
%
Total interest bearing deposits
6,607,376

 
70
%
 
5,267,845

 
69
%
 
5,430,681

 
73
%
Total deposits
$
9,418,845

 
100
%
 
$
7,579,747

 
100
%
 
$
7,480,157

 
100
%

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings
The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. Through a policy adopted by the Bank’s Board of Directors, the Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

65



Short-term borrowings
A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:
 
At or for the Three Months ended
 
At or for the Year ended
(Dollars in thousands)
March 31,
2018
 
December 31,
2017
Repurchase agreements
 
 
 
Amount outstanding at end of period
$
395,794

 
362,573

Weighted interest rate on outstanding amount
0.52
%
 
0.53
%
Maximum outstanding at any month-end
$
395,794

 
497,187

Average balance
$
384,556

 
413,873

Weighted-average interest rate
0.51
%
 
0.45
%

Subordinated Debentures
In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 1 capital up to a certain limit. The Company also assumed subordinated debt that qualifies as Tier 2 capital from the FSB acquisition. The subordinated debentures outstanding as of March 31, 2018 were $134 million , including fair value adjustments from acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company does not anticipate any material losses as a result of these transactions.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated variable interest entities (“VIE”), see Note 5 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”


66



Liquidity Risk
Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:
1.
assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;
2.
providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and
3.
balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)
March 31,
2018
 
December 31,
2017
FHLB advances
 
 
 
Borrowing capacity
$
1,912,516

 
1,807,787

Amount utilized
(160,843
)
 
(360,185
)
Amount available
$
1,751,673

 
1,447,602

FRB discount window
 
 
 
Borrowing capacity
$
906,017

 
1,054,103

Amount utilized
—

 
—

Amount available
$
906,017

 
1,054,103

Unsecured lines of credit available
$
230,000

 
230,000

Unencumbered debt securities
 
 
 
U.S. government and federal agency
$
29,352

 
29,097

U.S. government sponsored enterprises
100,848

 
3,358

State and local governments
612,658

 
769,786

Corporate bonds
311,295

 
5,982

Residential mortgage-backed securities
235,196

 
115,527

Commercial mortgage-backed securities
95,657

 
54,998

Total unencumbered securities
$
1,385,006

 
978,748



67



Capital Resources
Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 84,511,472 have been issued as of March 31, 2018 . The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of March 31, 2018 . Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies implemented final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginning on January 1, 2015 and ending on January 1, 2019. The Final Rules implemented certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. The Final Rules require the Company to hold a conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer for 2018 is 1.875% . As of March 31, 2018 , management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory ratios and the Federal Reserve’s current capital adequacy guidelines as of March 31, 2018 . The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.

 
Total Capital (To Risk-Weighted Assets)
 
Tier 1 Capital (To Risk-Weighted Assets)
 
Common Equity Tier 1 (To Risk-Weighted Assets)
 
Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios
14.62
%
 
13.37
%
 
13.37
%
 
12.24
%
Minimum capital requirements
8.00
%
 
6.00
%
 
4.50
%
 
4.00
%
Well capitalized requirements
10.00
%
 
8.00
%
 
6.50
%
 
5.00
%
Minimum capital requirements, including fully-phased in capital conservation buffer (2019)
10.50
%
 
8.50
%
 
7.00
%
 
N/A



68



Federal and State Income Taxes
The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations.

Under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 7.4 percent in Idaho, 5 percent in Utah, 4.63 percent in Colorado and 4.9 percent in Arizona. Washington and Wyoming do not impose a corporate income tax.

Income tax expense for the three months ended March 31, 2018 and 2017 was $8.4 million and $9.8 million , respectively. The Company’s effective tax rate for the three months ended March 31, 2018 and 2017 was 17.9 percent and 23.8 percent , respectively. The current year effective tax rate was significantly lower than the prior year and was attributable to the decrease in the federal income tax rate driven by the Tax Act. The prior year federal statutory tax rate was 35 percent and was decreased to 21 percent in the current year. Furthermore, the current year and prior year’s effective tax rates are lower due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. The income from tax-exempt debt securities, loans and leases was $13.9 million and $14.4 million for the three months ended March 31, 2018 and 2017 , respectively. The benefits from federal income tax credits were $1.5 million and $1.0 million for the three months ended March 31, 2018 and 2017 , respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $20.7 million in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.
 
(Dollars in thousands)
New
Markets
Tax Credits
 
Low-Income
Housing
Tax Credits
 
Debt
Securities
Tax Credits
 
Total
2018
$
2,874

 
4,808

 
908

 
8,590

2019
2,974

 
5,070

 
850

 
8,894

2020
3,296

 
4,855

 
791

 
8,942

2021
3,296

 
4,038

 
737

 
8,071

2022
2,528

 
4,010

 
673

 
7,211

Thereafter
1,930

 
18,618

 
2,149

 
22,697

 
$
16,898

 
41,399

 
6,108

 
64,405



69



Average Balance Sheet
The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

 
Three Months ended
 
Three Months ended
 
March 31, 2018
 
March 31, 2017
(Dollars in thousands)
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Residential real estate loans
$
783,817

 
$
8,785

 
4.48
%
 
$
709,432

 
$
7,918

 
4.46
%
Commercial loans 1
5,551,619

 
66,474

 
4.86
%
 
4,372,299

 
51,335

 
4.76
%
Consumer and other loans
719,153

 
8,624

 
4.86
%
 
672,480

 
7,801

 
4.70
%
Total loans 2
7,054,589

 
83,883

 
4.82
%
 
5,754,211

 
67,054

 
4.73
%
Tax-exempt investment securities 3
1,093,736

 
12,795

 
4.68
%
 
1,245,358

 
17,761

 
5.70
%
Taxable investment securities 4
1,654,318

 
10,273

 
2.48
%
 
1,857,335

 
10,575

 
2.28
%
Total earning assets
9,802,643

 
106,951

 
4.42
%
 
8,856,904

 
95,390

 
4.37
%
Goodwill and intangibles
219,463

 
 
 
 
 
159,089

 
 
 
 
Non-earning assets
390,857

 
 
 
 
 
369,274

 
 
 
 
Total assets
$
10,412,963

 
 
 
 
 
$
9,385,267

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,472,151

 
$
—

 
—
%
 
$
1,970,654

 
$
—

 
—
%
NOW and DDA accounts
2,011,464

 
818

 
0.16
%
 
1,575,928

 
247

 
0.06
%
Savings accounts
1,184,807

 
193

 
0.07
%
 
1,015,108

 
146

 
0.06
%
Money market deposit accounts
1,631,863

 
719

 
0.18
%
 
1,490,198

 
565

 
0.15
%
Certificate accounts
876,425

 
1,319

 
0.61
%
 
953,527

 
1,333

 
0.57
%
Wholesale deposits 5
149,577

 
867

 
2.35
%
 
332,255

 
2,149

 
2.62
%
FHLB advances
224,847

 
2,089

 
3.72
%
 
271,225

 
1,510

 
2.23
%
Repurchase agreements and other borrowed funds
521,641

 
1,769

 
1.38
%
 
562,628

 
1,416

 
1.02
%
Total interest bearing liabilities
9,072,775

 
7,774

 
0.35
%
 
8,171,523

 
7,366

 
0.37
%
Other liabilities
25,973

 
 
 
 
 
81,419

 
 
 
 
Total liabilities
9,098,748

 
 
 
 
 
8,252,942

 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
808

 
 
 
 
 
766

 
 
 
 
Paid-in capital
906,030

 
 
 
 
 
748,851

 
 
 
 
Retained earnings
420,552

 
 
 
 
 
389,798

 
 
 
 
Accumulated other comprehensive loss
(13,175
)
 
 
 
 
 
(7,090
)
 
 
 
 
Total stockholders’ equity
1,314,215

 
 
 
 
 
1,132,325

 
 
 
 
Total liabilities and stockholders’ equity
$
10,412,963

 
 
 
 
 
$
9,385,267

 
 
 
 
Net interest income (tax-equivalent)
 
 
$
99,177

 
 
 
 
 
$
88,024

 
 
Net interest spread (tax-equivalent)
 
 
 
 
4.07
%
 
 
 
 
 
4.00
%
Net interest margin (tax-equivalent)
 
 
 
 
4.10
%
 
 
 
 
 
4.03
%
 
______________________________
1  
Includes tax effect of $959 thousand and $1.4 million on tax-exempt municipal loan and lease income for the three months ended March 31, 2018 and 2017 , respectively.
2  
Total loans are gross of the allowance for loan and lease losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.
3  
Includes tax effect of $2.6 million and $6.1 million on tax-exempt debt securities income for the three months ended March 31, 2018 and 2017 , respectively.
4  
Includes tax effect of $304 thousand and $338 thousand on federal income tax credits for the three months ended March 31, 2018 and 2017 , respectively.
5  
Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.

70



Rate/Volume Analysis
Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.
 
Year ended March 31,
 
2018 vs. 2017
 
Increase (Decrease) Due to:
(Dollars in thousands)
Volume
 
Rate
 
Net
Interest income
 
 
 
 
 
Residential real estate loans
$
830

 
37

 
867

Commercial loans (tax-equivalent)
13,846

 
1,293

 
15,139

Consumer and other loans
541

 
282

 
823

Investment securities (tax-equivalent)
(3,238
)
 
(2,030
)
 
(5,268
)
Total interest income
11,979

 
(418
)
 
11,561

Interest expense
 
 
 
 
 
NOW and DDA accounts
69

 
502

 
571

Savings accounts
24

 
23

 
47

Money market deposit accounts
54

 
100

 
154

Certificate accounts
(108
)
 
94

 
(14
)
Wholesale deposits
(1,181
)
 
(101
)
 
(1,282
)
FHLB advances
(258
)
 
837

 
579

Repurchase agreements and other borrowed funds
(104
)
 
457

 
353

Total interest expense
(1,504
)
 
1,912

 
408

Net interest income (tax-equivalent)
$
13,483

 
(2,330
)
 
11,153


Net interest income (tax-equivalent) increased $11.2 million for the three months ended March 31, 2018 compared to the same period in 2017 . The interest income for the first three months increased over the same period last year primarily from increased growth of the Company’s commercial loan portfolio. The decrease in interest income on the debt securities portfolio was the result of the redeployment of cash flow from debt securities into the loan portfolio and the decrease in the tax benefit related to the tax-exempt debt securities. Total interest expense remained relatively flat compared to the prior year with the largest decrease in wholesale deposits.

Effect of inflation and changing prices
Accounting principles generally accepted in the United States of America (“GAAP”) often requires the measurement of financial position and operating results in terms of historical dollars, without consideration for change in relative purchasing power over time due to inflation. Virtually all assets of the Company are monetary in nature; therefore, interest rates generally have a more significant impact on a company’s performance than does the effect of inflation.


71



Item 3.
Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of March 31, 2018 indicates there are no material changes in the quantitative and qualitative disclosures from those in the 2017 Annual Report.


Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of March 31, 2018 . Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of 2018 , to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.


PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings

The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In the Company’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on the financial condition or results of operations of the Company.


Item 1A. Risk Factors

The Company believes there have been no material changes from risk factors previously disclosed in the 2017 Annual Report. The risks and uncertainties described in the 2017 Annual Report should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that the Company does not currently know about or that the Company currently believes are immaterial, or that the Company has not predicted, may also harm its business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition, operating results or liquidity could be adversely affected.


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

(a)
Not Applicable

(b)
Not Applicable

(c)
Not Applicable



72



Item 3.
Defaults upon Senior Securities

(a)
Not Applicable

(b)
Not Applicable


Item 4.
Mine Safety Disclosures

Not Applicable


Item 5.
Other Information

(a)
Not Applicable

(b)
Not Applicable


Item 6. Exhibits
 
Exhibit 10.1 -

Exhibit 10.2 -

Exhibit 10.3 -

Exhibit 31.1 -

Exhibit 31.2 -

Exhibit 32 -

Exhibit 101 -
The following financial information from Glacier Bancorp, Inc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.


73



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
GLACIER BANCORP, INC.
 
 
 
 
May 1, 2018
/s/ Randall M. Chesler
 
 
Randall M. Chesler
 
 
President and CEO
 
 
 
 
May 1, 2018
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President and CFO
 



74

Exhibit 10.1


EMPLOYMENT AGREEMENT

This Employment Agreement (this " Agreement ") is effective as of March 5, 2018 (the " Effective Date ") between Glacier Bancorp, Inc. (the " Company "), Glacier Bank (the " Bank "), and Randall M. Chesler (" Executive ").

RECITALS

A.
Executive presently serves as the President and Chief Executive Officer of the Company and the Bank.

B.
The Company and the Bank desire Executive to continue his employment with the Company and the Bank on and after the Effective Date and Executive desires to be so employed by the Company and the Bank, subject to the terms and conditions of this Agreement.

AGREEMENT

1.
Employment. The Company and the Bank agree to employ Executive, and Executive accepts employment by the Company and the Bank, subject to the terms of this Agreement. Executive's title will be "President and Chief Executive Officer" of the Company and the Bank.

2.
Term. The term of this Agreement will begin on March 5, 2018 and continue until March 4, 2020, unless terminated earlier in accordance with this Agreement (the " Term "). If the Company and the Bank expect not to renew Executive's employment following the expiration of the Term, the Company and the Bank will provide Executive with a courtesy notice that Executive's employment will not be renewed at least ninety (90) days before the expiration of the Term.

3.
Duties. The Company and the Bank will employ Executive as the President and Chief Executive Officer of the Company and the Bank. Executive will faithfully and diligently perform his assigned duties, which include but are not limited to the following:

(a)
Performance . Executive will be responsible for all aspects of the Company's and the Bank's performance, including without limitation, directing that daily operational and managerial matters are performed in a manner consistent with the Company's and the Bank's policies.

(b)
Development and Preservation of Business . Executive will be responsible for the development and preservation of banking relationships, investor relationships, and other business development efforts (including appropriate civic and community activities) of the Company and the Bank.

(c)
Reporting . Executive will report directly to the Company's board of directors and the Bank's board of directors. The Company's board of directors and/or the

1


Bank's board of directors may, from time to time, modify Executive's title or add, delete, or modify Executive's performance responsibilities to accommodate management succession, as well as any other management objectives of the Company or the Bank. Executive agrees to assume any additional positions, duties, and responsibilities as may reasonably be requested of him with or without additional compensation, as appropriate and consistent with Sections 3(a) and 3(b).

(d)
Serving as a Director . During the Term of this Agreement, Executive will serve as a director on the Bank's board of directors. In addition, the Company will use its best efforts to nominate and recommend Executive for election to the Company's board of directors. If elected by the Company's shareholders, Executive will serve as a director on the Company's board of directors.

4.
Extent of Services . Executive will devote all of his working time, attention, and skill to the duties and responsibilities set forth in Section 3. To the extent that such activities do not interfere with his duties under Section 3, Executive may participate in other businesses as a passive investor, but (a) Executive may not actively participate in the operation or management of those businesses, and (b) Executive may not, without the Company's or the Bank's prior written consent, make or maintain any investment in a business with which the Bank or the Company (or any of their subsidiaries or divisions) has an existing competitive or commercial relationship. In addition, to the extent that such activities do not interfere with Executive's duties and responsibilities set forth in Section 3, Executive may serve on the board of directors of one or more non-profit organizations or for-profit organizations; provided , howeve r, that Executive shall not serve on the board of directors of any financial institution, bank, bank hold company, or company with which the Company or the Bank (or any of their subsidiaries or divisions) has an existing competitive or commercial relationship.

5.
Salary . Executive will receive an annualized base salary of $721,350.00 for each calendar year during the Term, except any calendar year during the Term in which Executive works less than the entire twelve (12) months will be prorated accordingly. Executive's salary will be paid in accordance with the Company's regular payroll schedule and practices (including as to withholding). Executive's annual base salary may be adjusted, in the sole discretion of the Company's board of directors and/or the Bank's board of directors, based on performance and additional duties and responsibilities, if any.

6.
Short Term Incentive Plan. Executive will be eligible to participate in the Company's Short Term Incentive Plan (" STIP "). Executive will be eligible for cash incentives pursuant to the Company's STIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:


2


Cash Incentive Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
60%
90%

The Company's board of directors may adjust the incentive opportunities set forth above on an annual basis in its sole discretion. All STIP cash awards will be made in accordance with and shall be subject to all terms and conditions of the Company's STIP documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's STIP documents prior to entering into this Agreement.

7.
Long Term Incentive Plan. Executive will be eligible to participate in the Company's Stock Incentive Plan (the " LTIP "). Executive will be eligible for equity awards pursuant to the LTIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:

Equity Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
60%
90%

The Company's board of directors may adjust the equity opportunities set forth above on an annual basis in its sole discretion. All LTIP equity awards will be made in accordance with and shall be subject to all terms and conditions of the Company's LTIP plan documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's LTIP plan documents prior to entering into this Agreement.

8.
Income Deferral. Executive will be eligible to participate in any program available to the Company's and/or the Bank's senior management for income deferral, for the purpose of deferring receipt of any or all of the compensation Executive may become entitled to under this Agreement. Any such deferrals will be subject to the terms and conditions of the deferral program, as adopted and amended from time to time.

9.
Paid Time Off ("PTO") and Benefits.

(a)
PTO and Holidays . Executive will accrue up to one hundred sixty (160) hours of PTO each year, which accrual shall occur ratably over the Company's payroll periods, in addition to all holidays observed by the Company. Accrual of PTO shall be in accordance with the Company's Employee Manual. Executive may carry over, in the aggregate, up to one hundred sixty (160) hours of unused PTO to a subsequent year; provided , however , Executive may not accumulate in excess of one hundred sixty (160) hours of PTO at any given time (the " Cap "). Should Executive's accumulation of PTO reach the Cap of

3


one hundred sixty (160) hours, Executive will no longer accrue additional PTO until Executive uses some of Executive's accumulated PTO and Executive's accumulated PTO balance drops below the Cap. For purposes of PTO usage, Executive shall be considered to work eight (8) hours a day. Each calendar year Executive shall take at least five (5) consecutive days of PTO.

(b)
Benefits . Executive will be entitled to participate in any group life insurance, disability, medical, dental, vision, health and accident insurance plans, profit sharing and pension plans, and in other employee fringe benefit programs the Bank or the Company may have in effect from time to time for its similarly situated employees, in accordance with and subject to any policies adopted by the Bank's board of directors or the Company's board of directors with respect to the plans or programs, including without limitation, any incentive or employee stock option plan, deferred compensation plan, 401(k) plan, and Supplemental Executive Retirement Plan (SERP). Neither the Bank nor the Company, through this Agreement, obligates itself to make any particular benefits available to its employees. The Bank's or the Company's change, modification, or termination of any of its benefits during the Term shall not be a breach of this Agreement.
 
(c)
Business Expenses . Subject to any applicable Company policies or the rules and regulations of the Internal Revenue Service, the Company will reimburse Executive for ordinary and necessary expenses which are consistent with past practice at the Company and the Bank (including, without limitation, travel, entertainment, and similar expenses) and which are incurred in performing and promoting the Company's and/or the Bank's business. Executive will present from time to time itemized accounts of these expenses. Reimbursement will be made as soon as practicable but no later than the last day of the calendar year following the calendar year in which the expenses were incurred. The amount of expenses eligible for reimbursement in one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.

(d)
Directors and Officers Insurance; Indemnification . Executive will be covered by the Company's and/or the Bank's Directors and Officers liability insurance policy in effect from time to time. To the extent permitted by the Company's Bylaws and the Montana Business Corporation Act, the Company will indemnify Executive in the event Executive is a party (or is threatened to be made a party) to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of the Company or the Bank.

10.
Termination of Employment.

(a)
Termination for Cause or without Good Reason . If the Company and the Bank terminate Executive's employment for Cause (defined below) during the Term, or Executive terminates his employment without Good Reason (defined below)

4


during the Term, the Company will pay Executive the annualized base salary earned and expenses reimbursable under this Agreement incurred through the date of his termination. Executive will have no right to receive any other compensation or benefits for any period before or after termination under this Section 10(a).

(b)
Termination without Cause or with Good Reason . If the Company and the Bank terminate Executive's employment without Cause during the Term, or Executive terminates his employment for Good Reason during the Term, then contingent upon (1) Executive's signing and not subsequently revoking a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment, and (2) Executive's compliance with Section 12, the Company will pay Executive an amount equal to the greater of (i) the amount of base salary remaining to be paid during the Term or (ii) the amount Executive would be entitled to receive under the Bank's Severance Plan, in equal monthly installments over a period of three (3) years (" Severance Payments "), beginning within thirty (30) days after Executive's separation from service as defined by Treasury Regulation § 1.409A-1(h) (" Separation from Service "). If the 30-day period spans two (2) calendar years, Severance Payments will not begin until the second calendar year. If Executive fails to comply with or violates the terms of Section 12, Executive agrees that he forfeits the right to retain the Severance Payments previously received and/or to receive any remaining Severance Payments that may be otherwise payable under this Section 10(b). For purposes of Section 409A of the Internal Revenue Code, each installment shall be treated as a separate payment.

(c)
Termination Related to Death or Disability . This Agreement terminates (i) if Executive dies or (ii) if Executive is unable to perform his duties and obligations under this Agreement (as determined by the Company's and/or the Bank's board of directors in its sole discretion) for a period of ninety (90) consecutive days as a result of a physical or mental disability arising at any time during the Term, unless with reasonable accommodation Executive could continue to perform the essential functions of his position under this Agreement and making these accommodations would not pose an undue hardship on the Company or the Bank. If termination occurs under this Section 10(c), Executive or his estate will be entitled to receive all compensation and benefits earned and expenses reimbursable through the date Executive's employment is terminated. Neither Executive nor his estate will have any right to receive compensation or other benefits for any period after termination under this Section 10(c).

(d)
Termination Related to a Change in Control . The following provisions shall survive the expiration of the Term and the termination of Executive's employment.


5


(i)
Termination by Company . If the Company, or a successor in interest by merger, or a transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or for Cause), terminates Executive's employment without Cause: (A) within two (2) years following a Change in Control (as defined below); or (B) before a Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six (6) months after the termination, then the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(ii)
Termination by Executive . If Executive terminates Executive's employment for Good Reason within two (2) years following a Change in Control, the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(iii)
Payments . If Section 10(d)(i)(A) or Section 10(d)(ii) is triggered in accordance with its terms, the Company will: (A) subject to Sections 10(e) and 10(i) below, beginning within thirty (30) days after Executive's Separation from Service, pay Executive in thirty-six (36) substantially equal monthly installments in an overall amount equal to 2.99 times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year; and (B) subject to Sections 10(e) and 10(i) below, if Section 10(d)(i)(B) is triggered in accordance with its terms,
beginning within thirty (30) days after a Change in Control, the Company will pay Executive in thirty-six (36) substantially equal monthly installments in an overall amount equal to 2.99 times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year. In either case, if the 30-day period spans two (2) calendar years, payments will not begin until the second calendar year. For purposes of Section 409A of the Internal Revenue Code, each installment shall be treated as a separate payment.


6


(e)
Limitations on Payments Related to Change in Control . The following apply notwithstanding any other provision of this Agreement:

(i)
Any payments that would otherwise be made pursuant to Section 10(d)(iii) will be reduced by any base salary, cash bonus (including STIP pursuant to Section 6), or Severance Payments (as defined in Section 10(b)) received by Executive from the Bank or its successor after the first to occur of a Change in Control or Executive's termination of employment.

(ii)
Executive's right to receive the payments described in Section 10(d)(iii) terminates (A) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company and the Bank terminate Executive's employment for Cause, or (B) two (2) years after a Change of Control occurs.

(iii)
Notwithstanding anything to the contrary in this Agreement or any other agreement or plan, to the extent that any payment or distribution of any type to or for the benefit of Executive by the Company (or by any affiliate of the Company, any person or entity who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets within the meaning of Section 280G of the Internal Revenue Code, and the regulations thereunder, or any affiliate of such person or entity), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the " Total Payments "), is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the " Excise Tax "), then the Total Payments shall be reduced (but not below zero) only if and to the extent that a reduction in the Total Payments would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state, and local income taxes and the Excise Tax), than if Executive received the entire amount of such Total Payments. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments that are cash payments, and then by reducing or eliminating the portion of the Total Payments that are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below); provided , however , that in all events, such reductions shall be done in a manner consistent with the requirements of Section 409A of the Internal Revenue Code, to the extent applicable. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement, or agreement governing Executive's rights and entitlements to any benefits or compensation.


7


The determination of whether the Total Payments shall be reduced as provided in this Section 10(e)(iii) and the amount of such reduction shall be made at the Company's expense by the Company's independent auditors (the " Accounting Firm "). The Accounting Firm shall provide its determination (the " Determination "), together with detailed supporting calculations and documentation to the Company and Executive within twenty (20) days of the last day of Executive's employment (or within twenty [20] days of the date of the Change in Control, if later). The Company shall provide Executive with a reasonable opportunity to review and comment on the Accounting Firm's calculations prior to it finalizing the Determination. The Determination shall be binding, final, and conclusive upon the Company and Executive absent manifest error.

(f)
Return of Property . If and when Executive ceases, for any reason, to be employed by the Company and the Bank, Executive must return to the Company and the Bank all keys, pass cards, identification cards, cell phones, other smart phones, tablets, electronic storage devices, Bank and Company credit cards, and any other property of the Company or the Bank. At the same time, Executive also must return to the Company and the Bank all originals and copies (whether in hard copy, electronic, or other form) of any documents, drawings, notes, memoranda, designs, devices, electronic storage devices, tapes, manuals, and specifications which constitute proprietary or confidential information or material of the Bank or the Company (or their subsidiaries or divisions). The obligations in this Section 10(f) include, without limitation, the return of documents and other materials which may be in Executive's desk at work, his car, his place of residence, personal electronic or digital devices or cloud-type storage, or in any other location under Executive's control.

(g)
Cause . " Cause " means any one or more of the following:

(i)
Willful misfeasance or gross negligence in the performance of Executive's duties;

(ii)
Conviction of a crime in connection with Executive's duties, conviction of a felony, or conviction of a crime of fraud, theft, conversion, or dishonesty;

(iii)
Willful material breach of Section 11 of this Agreement or a confidentiality policy of the Company or the Bank;

(iv)
Conduct demonstrably and significantly harmful to the Company or the Bank, as reasonably determined on the advice of legal counsel of the Company's or the Bank's board of directors;


8


(v)
Upon entry of an administrative action by a regulator prohibiting Executive from performing any of his duties or responsibilities.

(h)
Good Reason . Executive terminates his employment for " Good Reason " if all four (4) of the following criteria are satisfied:

(i)
Any one or more of the following conditions (each a " Condition ") arises without Executive's consent:

A.
A material reduction of Executive's base salary, unless the reduction or elimination is generally applicable to substantially all similarly situated Company or Bank employees (or employees of a successor or controlling entity of the Company or the Bank) formerly benefited or is otherwise offset economically by increases in other compensation or replacement plans or programs;

B.
A material diminution in Executive's authority, duties, or responsibilities as set forth in this Agreement from and after the Effective Date;

C.
A material breach of this Agreement by the Company; or

D.
A material relocation or transfer of Executive's principal place of employment to a location outside of Flathead County, Montana; and

(ii)
Executive gives notice to the Company and the Bank of the Condition within ninety (90) days of the initial existence of the Condition;

(iii)
The Company and the Bank fail to reasonably remedy the Condition within thirty (30) days following receipt of the notice described in paragraph (ii) above; and

(iv)
Executive terminates his employment within one hundred eighty (180) days following the initial existence of the Condition.

(i)
Change in Control . " Change in Control " means a change "in the ownership or effective control" or "in the ownership of a substantial portion of the assets" of the Company, within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(j)
Section 409A Compliance . Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of the termination of Executive's employment constitute "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A, payment of such amounts shall not commence until Executive incurs a Separation from Service (as defined in Section 10(b)). If, at the time of

9


Executive's Separation from Service under this Agreement, Executive is a "specified employee" (under Internal Revenue Code Section 409A), any amount that constitutes "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A that becomes payable to Executive on account of Executive's Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth (6 th ) calendar month beginning after Executive's Separation from Service (the " 409A Suspension Period "). Within fourteen (14) calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining payments as if there had not been an earlier delay.

11.
Confidentiality.

(a)
Confidential Information . The parties agree that, in the course of Executive's employment with the Company and the Bank, Executive will be provided with, or be provided access to, certain Confidential Information. " Confidential Information " means proprietary nonpublic information that includes but is not limited to marketing, sales, acquisition, and recruiting objectives and strategies, loan files, customer lists, proprietary technology, information regarding existing customer preferences, habits and needs, proprietary information regarding prospective customers, details of past, pending, and contemplated transactions, pricing structure, investment management practices, sales data, accounts, training materials, information developed about the Bank or the Company, competitors, systems, strategies, designs, processes, procedures, forecasting data, recruiting data, market data, know-how, compilations of technical and non-technical data, advertising and promotional plans and strategies, and financial and other projections relating to financial industry, which are not generally known to or readily ascertainable through legitimate means by the public or by the Bank's or the Company's competitors. Executive further recognizes, acknowledges, and agrees that the Confidential Information remains the property of the Bank and the Company and, in sharing that Confidential Information with Executive, the Bank and the Company do not grant Executive any license or other interest in the Bank's and the Company's Confidential Information.

(b)
Non-Disclosure . Executive shall at all times take reasonable steps to maintain the confidentiality of Confidential Information, and shall hold the Bank's and the Company's Confidential Information in secret. Executive agrees that he will not, after the date this Agreement was signed, including during and after its Term, use for his own purposes or directly or indirectly communicate, disseminate, distribute, or disclose to any other person or entity any Confidential Information concerning the Bank or the Company to any person

10


or entity other than the Bank or the Company or their agents or employees in the course and scope of employment, unless (i) the Bank or the Company consents in writing to the use or disclosure of their respective Confidential Information; (ii) the use or disclosure is consistent with Executive's duties under this Agreement; (iii) disclosure is required by law or court order; or (iv) the information is made or otherwise becomes public other than as a result of a disclosure by Executive in violation of this Agreement or other obligation of confidentiality. In the event disclosure of Confidential Information is required by law or court order and Executive is making such disclosure, Executive shall provide the Company and the Bank with prompt notice of such required disclosure and shall give adequate notice prior to making any such disclosure to allow the Company and the Bank to seek a protective order or other appropriate relief. Executive shall not use the Bank's or the Company's Confidential Information for any purpose, other than a dispute between the Executive and the Company or the Bank in a court of law or arbitration, at any time after Executive's termination from the Company or the Bank. In the event that Executive uses Confidential Information during a dispute between the Executive and the Company or the Bank in a court of law or arbitration, Executive must takes steps to maintain the confidentiality of such information in any public filings ( e.g. , by filing matters under seal) and may not disclose Confidential Information to any third party without the Company's and the Bank's written waiver unless an appropriate protective order is in place.

(c)
Defend Trade Secrets Act . Executive will be immune from criminal or civil liability for disclosure of a trade secret under these limited circumstances: (i) the disclosure is made in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) the disclosure is made to Executive’s attorney or in a sealed court filing in connection with a lawsuit or other proceeding, including if filed under seal in a lawsuit or proceeding involving the Company or the Bank, or if made pursuant to a court order.

12.
Restrictive Covenants.

(a)
Competitive Activities . During the Term and for the applicable Post-Termination Period (defined below), Executive will not as a founder, shareholder, director, officer, employee, partner, agent, consultant, or in any other capacity, directly or indirectly provide management, supervisory, business development, marketing, or strategic planning services to a bank or a financial services company involved in commercial or consumer lending in any county in which the Company or the Bank (or any of their subsidiaries or divisions) has a branch or office (" Applicable Counties "). This restriction shall not limit the activities of the Executive at a permanent location outside of the Applicable Counties as long as Executive's efforts are not primarily directed to customers in the Applicable Counties, and Executive at all time maintains compliance with Sections 12(b) and 12(c) below. " Post-Termination Period " means the greater of the remaining Term or three (3)

11


years after Executive's employment with the Company and the Bank has terminated for any reason.

(b)
Non-solicitation of Employees or Vendors . During the Term and for three (3) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, recruit, or entice, or attempt to solicit, recruit, or entice (i) any employee of the Bank or the Company to terminate his or her employment with the Bank or the Company, or (ii) any person or entity to terminate, cancel, rescind, or revoke its business or contractual relationships with the Bank or the Company. To indirectly solicit or recruit an employee includes, without limitation, to divulge information about an employee to another person that would assist or help that person to solicit or recruit the employee.

(c)
Non-solicitation of Customers . During the Term and for three (3) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away from the Bank or the Company any person or entity who within the twenty-four (24) months immediately preceding termination of the Executive’s employment was both (i) a customer of the Bank or the Company and (ii) to whom Executive, directly or indirectly, provided services, contracted with, or solicited business on behalf of the Bank or the Company.

(d)
Effect of Breach . If Executive breaches any provision of this Section 12 during the Post-Termination Period, Executive agrees that he forfeits any right to retain any Severance Payments previously received and will no longer be entitled to and forfeits any remaining Severance Payments. Executive agrees that this Section 12(d) shall not be construed to limit or exclude any remedies otherwise available to the Bank and/or the Company for any such breach.

13.
Enforcement.

(a)
Reasonableness of Restrictions . Executive, the Company, and the Bank stipulate that, in light of all of the facts and circumstances of the relationship between Executive, the Company, and the Bank, the agreements referred to in Section 11 and Section 12 (including without limitation their scope, duration, and geographic extent) are fair and reasonably necessary for the protection of the Bank's and the Company's Confidential Information, goodwill, and other protectable interests. If a court of competent jurisdiction should decline to enforce any of those covenants and agreements, Executive, the Company, and the Bank request the court to reform these provisions to restrict Executive's use of Confidential Information and Executive's ability to compete with the Bank and the Company in time, scope of activities, and geography to the maximum extent the court finds enforceable.


12


(b)
Injunctive Relief . Executive acknowledges the Bank and the Company will suffer immediate and irreparable harm that will not be compensable by monetary damages alone if Executive repudiates or breaches any of the provisions of Section 11 or Section 12 or threatens or attempts to do so. For this reason, the Company and/or the Bank, in addition to and without limitation of any other rights, remedies, or damages available to it at law or in equity, will be entitled to obtain temporary, preliminary, and permanent injunctions to prevent or restrain the breach, and neither the Company nor the Bank will be required to post a bond as a condition for the granting of this relief.

(c)
Tolling . The restrictive time periods referred to in Section 12 shall be tolled and extended for any time during which Executive is in violation of the restrictions. If the Bank or the Company initiates legal action to enforce the restrictions and obtains an injunction against Executive, then the appropriate restrictive time period(s) will begin to run on the date that the injunction is entered. Executive agrees that such extension under the circumstances described is necessary and appropriate to provide the Bank and the Company with the bargained-for protection of their legitimate business interests.

14.
Effect of Covenants. Executive specifically acknowledges the receipt of adequate consideration for the covenants contained in Sections 11 and 12 and that the Bank and the Company are entitled to require Executive to comply with such Sections. Sections 11 through 18 will survive termination of this Agreement. Executive represents that if Executive's employment is terminated, whether voluntarily or involuntarily, Executive has experience and capabilities sufficient to enable Executive to obtain employment in areas which do not violate this Agreement and that the Bank's or the Company's enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.

15.
Arbitration.

(a)
Arbitration . At a party's request, the parties must submit any dispute, controversy, or claim arising out of or in connection with, or relating to, Executive’s employment or termination of employment with the Company and the Bank, this Agreement, or any breach or alleged breach of this Agreement, to arbitration under the American Arbitration Association's rules then in effect (or under any other form of arbitration mutually acceptable to the parties). A single arbitrator agreed on by the parties will conduct the arbitration. If the parties cannot agree on a single arbitrator, each party must select one arbitrator and those two arbitrators will select a third arbitrator. This third arbitrator will hear the dispute. The arbitrator's decision is final (except as otherwise specifically provided by law) and binds the parties, and a party may request any court having jurisdiction under Section 18(h) to enter a judgment and to enforce the arbitrator's decision. The arbitrator will provide the parties with a written decision naming the substantially prevailing party in the action. This prevailing party is entitled to reimbursement from the other party for its costs

13


and expenses, including reasonable attorneys' fees, unless otherwise prohibited by law.

(b)
Governing Law . All arbitration proceedings under this Section 15 will be held at a place designated by the arbitrator in Kalispell, Montana. The arbitrator, in rendering a decision as to any state law claims, will apply Montana law.

(c)
Exception to Arbitration . Notwithstanding the above, for disputes involving alleged violations of Section 11 or Section 12, or for any disputes involving a request for injunctive relief, the parties will have the right to initiate the court proceedings described in Section 13(b), in lieu of an arbitration proceeding under this Section 15, and may do so in the courts specified in Section 18(h).

16.
Regulatory Limitations; Clawbacks. Notwithstanding any other provision in this Agreement to the contrary, no payment shall be required to be made to or for the benefit of the Executive under this Agreement to the extent such payment is prohibited by applicable law, regulation, or order issued by a bank regulatory agency or a court of competent jurisdiction. Further, any compensation paid to Executive under this Agreement or otherwise is subject to limitation, recoupment, or clawback under any applicable clawback or recoupment policy that is generally applicable to the Company's and/or the Bank's executives, as may be in effect from time to time, or as required by law, regulation, or regulatory action.

17.
Jury Waiver. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND/OR ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).

18.
Miscellaneous Provisions.

(a)
Entire Agreement . This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter and supersedes all prior agreements, correspondence, representations, or understandings between the parties relating to its subject matter.

(b)
Binding Effect . This Agreement will bind and inure to the benefit of the Company and the Bank and their successors and assigns. Subject to the limitation on assignment set forth in Section 18(e), this Agreement will bind

14


and inure to the benefit of Executive and Executive's heirs, legal representatives, successors, and assigns.

(c)
Litigation Expenses . In the event of any dispute or legal or equitable action arising from this Agreement, the prevailing party shall be entitled to all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs.

(d)
Waiver . The failure of any party to insist upon strict performance of any of the terms and provisions of this Agreement shall not be construed as a waiver or relinquishment of any such terms or conditions or of any other term or condition and the same shall be and remain in full force and effect. Any waiver by a party of its rights under this Agreement must be written and signed by the party waiving its rights. A party's waiver of the other party's breach of any provision of this Agreement will not operate as a waiver of any other breach by the breaching party.

(e)
Assignment . The services to be rendered by Executive under this Agreement are unique and personal. Accordingly, Executive may not assign any of his rights or duties under this Agreement. Any such assignment or attempted assignment shall be void.

(f)
Amendment . This Agreement may be modified only through a written instrument signed by all parties to this Agreement.

(g)
Severability . The provisions of this Agreement are severable. The invalidity of any provision will not affect the validity of other provisions of this Agreement.

(h)
Governing Law and Venue . This Agreement will be governed by and construed in accordance with the laws of the State of Montana, except to the extent certain matters may be governed by federal law. Subject to the arbitration terms set forth in Section 15, the parties must bring any legal proceeding arising out of this Agreement in the state courts situated in Kalispell, Montana or the federal district courts of the Missoula Division for the State of Montana. Each party consents to and submits to the jurisdiction of any such court.

(i)
Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together will constitute one and the same instrument. The parties agree that facsimile or electronic signatures shall have the same force and effect as original signatures.

(j)
Attorney Representation .  Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.



15


- Signatures Follow on the Next Page


16


The parties have executed this Employment Agreement effective as of the Effective Date.

EXECUTIVE:
 
THE BANK:
 
 
 
 
 
 
Glacier Bank
 
 
 
 
 
 
 
 
/s/ Randall M. Chesler
 
/s/ Dallas I. Herron
Randall M. Chesler
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Ron J. Copher
 
 
By:
Ron J. Copher
 
 
Its:
Secretary
 
 
 
 
 
 
THE COMPANY:
 
 
 
 
 
 
Glacier Bancorp, Inc.
 
 
 
 
 
 
 
 
 
 
/s/ Dallas I. Herron
 
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Ron J. Copher
 
 
By:
Ron J. Copher
 
 
Its:
Secretary


[Signature Page to Employment Agreement]


Exhibit 10.2


EMPLOYMENT AGREEMENT

This Employment Agreement (this " Agreement ") is effective as of March 5, 2018 (the " Effective Date ") between Glacier Bancorp, Inc. (the " Company "), Glacier Bank (the " Bank "), and Ron J. Copher (" Executive ").

RECITALS

A.
Executive presently serves as the Executive Vice President and Chief Financial Officer of the Company and the Bank.

B.
The Company and the Bank desire Executive to continue his employment with the Company and the Bank on and after the Effective Date and Executive desires to be so employed by the Company and the Bank, subject to the terms and conditions of this Agreement.

AGREEMENT

1.
Employment. The Company and the Bank agree to employ Executive, and Executive accepts employment by the Company and the Bank, subject to the terms of this Agreement. Executive's title will be "Executive Vice President and Chief Financial Officer" of the Company and the Bank.

2.
Term. The term of this Agreement will begin on March 5, 2018 and continue until March 4, 2020, unless terminated earlier in accordance with this Agreement (the " Term "). If the Company and the Bank expect not to renew Executive's employment following the expiration of the Term, the Company and the Bank will provide Executive with a courtesy notice that Executive's employment will not be renewed at least ninety (90) days before the expiration of the Term.

3.
Duties. The Company and the Bank will employ Executive as the Executive Vice President and Chief Financial Officer of the Company and the Bank. Executive will faithfully and diligently perform his assigned duties, which include but are not limited to the following:

(a)
Chief Financial Officer . Executive will have such duties and responsibilities as assigned by the Company's President and Chief Executive Officer, which will be customary for Chief Financial Officers of comparable publicly reporting companies.

(b)
Reporting . Executive will report directly to the Company's President and Chief Executive Officer. The Company's board of directors and the President and Chief Executive Officer of the Company may, from time to time, modify Executive's title or add, delete, or modify Executive's performance responsibilities to accommodate management succession, as well as any other management objectives of the Company or the Bank. Executive agrees to assume any additional positions, duties, and responsibilities as may reasonably

1


be requested of him with or without additional compensation, as appropriate and consistent with Sections 3(a) and 3(b).

4.
Extent of Services . Executive will devote all of his working time, attention, and skill to the duties and responsibilities set forth in Section 3. To the extent that such activities do not interfere with his duties under Section 3, Executive may participate in other businesses as a passive investor, but (a) Executive may not actively participate in the operation or management of those businesses, and (b) Executive may not, without the Company's or the Bank's prior written consent, make or maintain any investment in a business with which the Bank or the Company (or any of their subsidiaries or divisions) has an existing competitive or commercial relationship.

5.
Salary . Executive will receive an annualized base salary of $407,357.00 for each calendar year during the Term, except any calendar year during the Term in which Executive works less than the entire twelve (12) months will be prorated accordingly. Executive's salary will be paid in accordance with the Company's regular payroll schedule and practices (including as to withholding). Executive's annual base salary may be adjusted, in the sole discretion of the Company's board of directors and/or the Bank's board of directors, based on performance and additional duties and responsibilities, if any.

6.
Short Term Incentive Plan. Executive will be eligible to participate in the Company's Short Term Incentive Plan (" STIP "). Executive will be eligible for cash incentives pursuant to the Company's STIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:

Cash Incentive Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
40%
60%

The Company's board of directors may adjust the incentive opportunities set forth above on an annual basis in its sole discretion. All STIP cash awards will be made in accordance with and shall be subject to all terms and conditions of the Company's STIP documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's STIP documents prior to entering into this Agreement.

7.
Long Term Incentive Plan. Executive will be eligible to participate in the Company's Stock Incentive Plan (the " LTIP "). Executive will be eligible for equity awards pursuant to the LTIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:


2


Equity Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
40%
60%

The Company's board of directors may adjust the equity opportunities set forth above on an annual basis in its sole discretion. All LTIP equity awards will be made in accordance with and shall be subject to all terms and conditions of the Company's LTIP plan documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's LTIP plan documents prior to entering into this Agreement.

8.
Income Deferral. Executive will be eligible to participate in any program available to the Company's and/or the Bank's senior management for income deferral, for the purpose of deferring receipt of any or all of the compensation Executive may become entitled to under this Agreement. Any such deferrals will be subject to the terms and conditions of the deferral program, as adopted and amended from time to time.

9.
Paid Time Off ("PTO") and Benefits.

(a)
PTO and Holidays . Executive will accrue up to one hundred sixty (160) hours of PTO each year, which accrual shall occur ratably over the Company's payroll periods, in addition to all holidays observed by the Company. Accrual of PTO shall be in accordance with the Company's Employee Manual. Executive may carry over, in the aggregate, up to one hundred sixty (160) hours of unused PTO to a subsequent year; provided , however , Executive may not accumulate in excess of one hundred sixty (160) hours of PTO at any given time (the " Cap "). Should Executive's accumulation of PTO reach the Cap of one hundred sixty (160) hours, Executive will no longer accrue additional PTO until Executive uses some of Executive's accumulated PTO and Executive's accumulated PTO balance drops below the Cap. For purposes of PTO usage, Executive shall be considered to work eight (8) hours a day. Each calendar year Executive shall take at least five (5) consecutive days of PTO.

(b)
Benefits . Executive will be entitled to participate in any group life insurance, disability, medical, dental, vision, health and accident insurance plans, profit sharing and pension plans, and in other employee fringe benefit programs the Bank or the Company may have in effect from time to time for its similarly situated employees, in accordance with and subject to any policies adopted by the Bank's board of directors or the Company's board of directors with respect to the plans or programs, including without limitation, any incentive or employee stock option plan, deferred compensation plan, 401(k) plan, and Supplemental Executive Retirement Plan (SERP). Neither the Bank nor the Company, through this Agreement, obligates itself to make any particular benefits available to its employees. The Bank's or the Company's change,

3


modification, or termination of any of its benefits during the Term shall not be a breach of this Agreement.
 
(c)
Business Expenses . Subject to any applicable Company policies or the rules and regulations of the Internal Revenue Service, the Company will reimburse Executive for ordinary and necessary expenses which are consistent with past practice at the Company and the Bank (including, without limitation, travel, entertainment, and similar expenses) and which are incurred in performing and promoting the Company's and/or the Bank's business. Executive will present from time to time itemized accounts of these expenses. Reimbursement will be made as soon as practicable but no later than the last day of the calendar year following the calendar year in which the expenses were incurred. The amount of expenses eligible for reimbursement in one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.

(d)
Directors and Officers Insurance; Indemnification . Executive will be covered by the Company's and/or the Bank's Directors and Officers liability insurance policy in effect from time to time. To the extent permitted by the Company's Bylaws and the Montana Business Corporation Act, the Company will indemnify Executive in the event Executive is a party (or is threatened to be made a party) to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of the Company or the Bank.

10.
Termination of Employment.

(a)
Termination for Cause or without Good Reason . If the Company and the Bank terminate Executive's employment for Cause (defined below) during the Term, or Executive terminates his employment without Good Reason (defined below) during the Term, the Company will pay Executive the annualized base salary earned and expenses reimbursable under this Agreement incurred through the date of his termination. Executive will have no right to receive any other compensation or benefits for any period before or after termination under this Section 10(a).

(b)
Termination without Cause or with Good Reason . If the Company and the Bank terminate Executive's employment without Cause during the Term, or Executive terminates his employment for Good Reason during the Term, then contingent upon (1) Executive's signing and not subsequently revoking a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment, and (2) Executive's compliance with Section 12, the Company will pay Executive an amount equal to the greater of (i) the amount of base salary remaining to be paid during the Term or (ii) the amount Executive would be

4


entitled to receive under the Bank's Severance Plan, in equal monthly installments over a period that is the greater of the remaining period of the Term or two (2) years after the termination of Executive's employment (" Severance Payments "). If Executive fails to comply with or violates the terms of Section 12, Executive agrees that he forfeits the right to retain the Severance Payments previously received and/or to receive any remaining Severance Payments that may be otherwise payable under this Section 10(b). The total amount of the Severance Payments under this Section 10(b) shall not exceed two (2) times the lesser of (i) the sum of Executive's annualized compensation based on Executive's annual salary in the year preceding the year in which Executive's employment is terminated (adjusted for any increase during that year that was expected to continue indefinitely if Executive's employment had not terminated) or (ii) the applicable dollar limit under Section 401(a)(17) of the Internal Revenue Code for the calendar year in which Executive's employment is terminated. The Severance Payments will be fully paid no later than the end of the second calendar year after the calendar year in which the termination of Executive's employment occurs (the " Final Payment Date "), and any payments scheduled to be paid after the Final Payment Date will be accelerated and paid on the Final Payment Date.

(c)
Termination Related to Death or Disability . This Agreement terminates (i) if Executive dies or (ii) if Executive is unable to perform his duties and obligations under this Agreement (as determined by the Company's and/or the Bank's board of directors in its sole discretion) for a period of ninety (90) consecutive days as a result of a physical or mental disability arising at any time during the Term, unless with reasonable accommodation Executive could continue to perform the essential functions of his position under this Agreement and making these accommodations would not pose an undue hardship on the Company or the Bank. If termination occurs under this Section 10(c), Executive or his estate will be entitled to receive all compensation and benefits earned and expenses reimbursable through the date Executive's employment is terminated. Neither Executive nor his estate will have any right to receive compensation or other benefits for any period after termination under this Section 10(c).

(d)
Termination Related to a Change in Control . The following provisions shall survive the expiration of the Term and the termination of Executive's employment.

(i)
Termination by Company . If the Company, or a successor in interest by merger, or a transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or for Cause), terminates Executive's employment without Cause: (A) within two (2) years following a Change in Control (as defined below); or (B) before a Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within

5


six (6) months after the termination, then the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(ii)
Termination by Executive . If Executive terminates Executive's employment for Good Reason within two (2) years following a Change in Control, the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(iii)
Payments . If Section 10(d)(i)(A) or Section 10(d)(ii) is triggered in accordance with its terms, the Company will: (A) subject to Sections 10(e) and 10(i) below, beginning within thirty (30) days after Executive's separation from service as defined by Treasury Regulation § 1.409A-1(h) (" Separation from Service "), pay Executive in twenty-four (24) substantially equal monthly installments in an overall amount equal to two (2) times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year; and (B) subject to Sections 10(e) and 10(i) below, if Section 10(d)(i)(B) is triggered in accordance with its terms, beginning within thirty (30) days after a Change in Control, the Company will pay Executive in twenty-four (24) substantially equal monthly installments in an overall amount equal to two (2) times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year. In either case, if the 30-day period spans two (2) calendar years, payments will not begin until the second calendar year. For purposes of Section 409A of the Internal Revenue Code, each installment shall be treated as a separate payment.

(e)
Limitations on Payments Related to Change in Control . The following apply notwithstanding any other provision of this Agreement:

(i)
Any payments that would otherwise be made pursuant to Section 10(d)(d)(iii) will be reduced by any base salary, cash bonus (including STIP pursuant to Section 6), or Severance Payments (as defined in Section 10(b)) received by Executive from the Company or its successor after the first to occur of a Change in Control or Executive's termination of employment.


6


(ii)
Executive's right to receive the payments described in Section 10(d)(iii) terminates (A) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company and the Bank terminate Executive's employment for Cause, or (B) two (2) years after a Change of Control occurs.

(iii)
Notwithstanding anything to the contrary in this Agreement or any other agreement or plan, to the extent that any payment or distribution of any type to or for the benefit of Executive by the Company (or by any affiliate of the Company, any person or entity who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets within the meaning of Section 280G of the Internal Revenue Code, and the regulations thereunder, or any affiliate of such person or entity), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the " Total Payments "), is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the " Excise Tax "), then the Total Payments shall be reduced (but not below zero) only if and to the extent that a reduction in the Total Payments would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state, and local income taxes and the Excise Tax), than if Executive received the entire amount of such Total Payments. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments that are cash payments, and then by reducing or eliminating the portion of the Total Payments that are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below); provided , however , that in all events, such reductions shall be done in a manner consistent with the requirements of Section 409A of the Internal Revenue Code, to the extent applicable. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement, or agreement governing Executive's rights and entitlements to any benefits or compensation.

The determination of whether the Total Payments shall be reduced as provided in this Section 10(e)(iii) and the amount of such reduction shall be made at the Company's expense by the Company's independent auditors (the " Accounting Firm "). The Accounting Firm shall provide its determination (the " Determination "), together with detailed supporting calculations and documentation to the Company and Executive within twenty (20) days of the last day of Executive's employment (or within twenty [20] days of the date of the Change in

7


Control, if later). The Company shall provide Executive with a reasonable opportunity to review and comment on the Accounting Firm's calculations prior to it finalizing the Determination. The Determination shall be binding, final, and conclusive upon the Company and Executive absent manifest error.

(f)
Return of Property . If and when Executive ceases, for any reason, to be employed by the Company and the Bank, Executive must return to the Company and the Bank all keys, pass cards, identification cards, cell phones, other smart phones, tablets, electronic storage devices, Bank and Company credit cards, and any other property of the Company or the Bank. At the same time, Executive also must return to the Company and the Bank all originals and copies (whether in hard copy, electronic, or other form) of any documents, drawings, notes, memoranda, designs, devices, electronic storage devices, tapes, manuals, and specifications which constitute proprietary or confidential information or material of the Bank or the Company (or their subsidiaries or divisions). The obligations in this Section 10(f) include, without limitation, the return of documents and other materials which may be in Executive's desk at work, his car, his place of residence, personal electronic or digital devices or cloud-type storage, or in any other location under Executive's control.

(g)
Cause . " Cause " means any one or more of the following:

(i)
Willful misfeasance or gross negligence in the performance of Executive's duties;

(ii)
Conviction of a crime in connection with Executive's duties, conviction of a felony, or conviction of a crime of fraud, theft, conversion, or dishonesty;

(iii)
Willful material breach of Section 11 of this Agreement or a confidentiality policy of the Company or the Bank;

(iv)
Conduct demonstrably and significantly harmful to the Company or the Bank, as reasonably determined on the advice of legal counsel of the Company's or the Bank's board of directors;

(v)
Upon entry of an administrative action by a regulator prohibiting Executive from performing any of his duties or responsibilities.

(h)
Good Reason . Executive terminates his employment for " Good Reason " if all four (4) of the following criteria are satisfied:

(i)
Any one or more of the following conditions (each a " Condition ") arises without Executive's consent:


8


A.
A material reduction of Executive's base salary, unless the reduction or elimination is generally applicable to substantially all similarly situated Company or Bank employees (or employees of a successor or controlling entity of the Company or the Bank) formerly benefited or is otherwise offset economically by increases in other compensation or replacement plans or programs;

B.
A material diminution in Executive's authority, duties, or responsibilities as set forth in this Agreement from and after the Effective Date;

C.
A material breach of this Agreement by the Company; or

D.
A material relocation or transfer of Executive's principal place of employment to a location outside of Flathead County, Montana; and

(ii)
Executive gives notice to the Company and the Bank of the Condition within ninety (90) days of the initial existence of the Condition;

(iii)
The Company and the Bank fail to reasonably remedy the Condition within thirty (30) days following receipt of the notice described in paragraph (ii) above; and

(iv)
Executive terminates his employment within one hundred eighty (180) days following the initial existence of the Condition.

(i)
Change in Control . " Change in Control " means a change "in the ownership or effective control" or "in the ownership of a substantial portion of the assets" of the Company, within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(j)
Section 409A Compliance . Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of the termination of Executive's employment constitute "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A, payment of such amounts shall not commence until Executive incurs a Separation from Service (as defined in Section 10(d)(iii)). If, at the time of Executive's Separation from Service under this Agreement, Executive is a "specified employee" (under Internal Revenue Code Section 409A), any amount that constitutes "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A that becomes payable to Executive on account of Executive's Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth (6 th ) calendar month beginning after Executive's Separation from Service (the " 409A Suspension Period "). Within fourteen (14) calendar days after the end of the 409A Suspension Period, Executive shall be paid a

9


lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining payments as if there had not been an earlier delay.

11.
Confidentiality.

(a)
Confidential Information . The parties agree that, in the course of Executive's employment with the Company and the Bank, Executive will be provided with, or be provided access to, certain Confidential Information. " Confidential Information " means proprietary nonpublic information that includes but is not limited to marketing, sales, acquisition, and recruiting objectives and strategies, loan files, customer lists, proprietary technology, information regarding existing customer preferences, habits and needs, proprietary information regarding prospective customers, details of past, pending, and contemplated transactions, pricing structure, investment management practices, sales data, accounts, training materials, information developed about the Bank or the Company, competitors, systems, strategies, designs, processes, procedures, forecasting data, recruiting data, market data, know-how, compilations of technical and non-technical data, advertising and promotional plans and strategies, and financial and other projections relating to financial industry, which are not generally known to or readily ascertainable through legitimate means by the public or by the Bank's or the Company's competitors. Executive further recognizes, acknowledges, and agrees that the Confidential Information remains the property of the Bank and the Company and, in sharing that Confidential Information with Executive, the Bank and the Company do not grant Executive any license or other interest in the Bank's and the Company's Confidential Information.

(b)
Non-Disclosure . Executive shall at all times take reasonable steps to maintain the confidentiality of Confidential Information, and shall hold the Bank's and the Company's Confidential Information in secret. Executive agrees that he will not, after the date this Agreement was signed, including during and after its Term, use for his own purposes or directly or indirectly communicate, disseminate, distribute, or disclose to any other person or entity any Confidential Information concerning the Bank or the Company to any person or entity other than the Bank or the Company or their agents or employees in the course and scope of employment, unless (i) the Bank or the Company consents in writing to the use or disclosure of their respective Confidential Information; (ii) the use or disclosure is consistent with Executive's duties under this Agreement; (iii) disclosure is required by law or court order; or (iv) the information is made or otherwise becomes public other than as a result of a disclosure by Executive in violation of this Agreement or other obligation of confidentiality. In the event disclosure of Confidential Information is required by law or court order and Executive is making such disclosure, Executive shall

10


provide the Company and the Bank with prompt notice of such required disclosure and shall give adequate notice prior to making any such disclosure to allow the Company and the Bank to seek a protective order or other appropriate relief. Executive shall not use the Bank's or the Company's Confidential Information for any purpose, other than a dispute between the Executive and the Company or the Bank in a court of law or arbitration, at any time after Executive's termination from the Company or the Bank. In the event that Executive uses Confidential Information during a dispute between the Executive and the Company or the Bank in a court of law or arbitration, Executive must takes steps to maintain the confidentiality of such information in any public filings ( e.g. , by filing matters under seal) and may not disclose Confidential Information to any third party without the Company's and the Bank's written waiver unless an appropriate protective order is in place.

(c)
Defend Trade Secrets Act . Executive will be immune from criminal or civil liability for disclosure of a trade secret under these limited circumstances: (i) the disclosure is made in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) the disclosure is made to Executive’s attorney or in a sealed court filing in connection with a lawsuit or other proceeding, including if filed under seal in a lawsuit or proceeding involving the Company or the Bank, or if made pursuant to a court order.

12.
Restrictive Covenants.

(a)
Competitive Activities . During the Term and for the applicable Post-Termination Period (defined below), Executive will not as a founder, shareholder, director, officer, employee, partner, agent, consultant, or in any other capacity, directly or indirectly provide management, supervisory, business development, marketing, or strategic planning services to a bank or a financial services company involved in commercial or consumer lending in any county in which the Company or the Bank (or any of their subsidiaries or divisions) has a branch or office (" Applicable Counties "). This restriction shall not limit the activities of the Executive at a permanent location outside of the Applicable Counties as long as Executive's efforts are not primarily directed to customers in the Applicable Counties, and Executive at all time maintains compliance with Sections 12(b) and 12(c) below. " Post-Termination Period " means the greater of the remaining Term or two (2) years after Executive's employment with the Company and the Bank has terminated for any reason.

(b)
Non-solicitation of Employees or Vendors . During the Term and for two (2) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, recruit, or entice, or attempt to solicit, recruit, or entice (i) any employee of the Bank or the Company to terminate his or her employment with the Bank or the Company, or (ii) any person or entity to terminate, cancel, rescind, or revoke

11


its business or contractual relationships with the Bank or the Company. To indirectly solicit or recruit an employee includes, without limitation, to divulge information about an employee to another person that would assist or help that person to solicit or recruit the employee.

(c)
Non-solicitation of Customers . During the Term and for two (2) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away from the Bank or the Company any person or entity who within the twenty-four (24) months immediately preceding termination of the Executive’s employment was both (i) a customer of the Bank or the Company and (ii) to whom Executive, directly or indirectly, provided services, contracted with, or solicited business on behalf of the Bank or the Company.

(d)
Effect of Breach . If Executive breaches any provision of this Section 12 during the Post-Termination Period, Executive agrees that he forfeits any right to retain any Severance Payments previously received and will no longer be entitled to and forfeits any remaining Severance Payments. Executive agrees that this Section 12(d) shall not be construed to limit or exclude any remedies otherwise available to the Bank and/or the Company for any such breach.

13.
Enforcement.

(a)
Reasonableness of Restrictions . Executive, the Company, and the Bank stipulate that, in light of all of the facts and circumstances of the relationship between Executive, the Company, and the Bank, the agreements referred to in Section 11 and Section 12 (including without limitation their scope, duration, and geographic extent) are fair and reasonably necessary for the protection of the Bank's and the Company's Confidential Information, goodwill, and other protectable interests. If a court of competent jurisdiction should decline to enforce any of those covenants and agreements, Executive, the Company, and the Bank request the court to reform these provisions to restrict Executive's use of Confidential Information and Executive's ability to compete with the Bank and the Company in time, scope of activities, and geography to the maximum extent the court finds enforceable.

(b)
Injunctive Relief . Executive acknowledges the Bank and the Company will suffer immediate and irreparable harm that will not be compensable by monetary damages alone if Executive repudiates or breaches any of the provisions of Section 11 or Section 12 or threatens or attempts to do so. For this reason, the Company and/or the Bank, in addition to and without limitation of any other rights, remedies, or damages available to it at law or in equity, will be entitled to obtain temporary, preliminary, and permanent injunctions to prevent or restrain the breach, and neither the Company nor the Bank will be required to post a bond as a condition for the granting of this relief.


12


(c)
Tolling . The restrictive time periods referred to in Section 12 shall be tolled and extended for any time during which Executive is in violation of the restrictions. If the Bank or the Company initiates legal action to enforce the restrictions and obtains an injunction against Executive, then the appropriate restrictive time period(s) will begin to run on the date that the injunction is entered. Executive agrees that such extension under the circumstances described is necessary and appropriate to provide the Bank and the Company with the bargained-for protection of their legitimate business interests.

14.
Effect of Covenants. Executive specifically acknowledges the receipt of adequate consideration for the covenants contained in Sections 11 and 12 and that the Bank and the Company are entitled to require Executive to comply with such Sections. Sections 11 through 18 will survive termination of this Agreement. Executive represents that if Executive's employment is terminated, whether voluntarily or involuntarily, Executive has experience and capabilities sufficient to enable Executive to obtain employment in areas which do not violate this Agreement and that the Bank's or the Company's enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.

15.
Arbitration.

(a)
Arbitration . At a party's request, the parties must submit any dispute, controversy, or claim arising out of or in connection with, or relating to, Executive’s employment or termination of employment with the Company and the Bank, this Agreement, or any breach or alleged breach of this Agreement, to arbitration under the American Arbitration Association's rules then in effect (or under any other form of arbitration mutually acceptable to the parties). A single arbitrator agreed on by the parties will conduct the arbitration. If the parties cannot agree on a single arbitrator, each party must select one arbitrator and those two arbitrators will select a third arbitrator. This third arbitrator will hear the dispute. The arbitrator's decision is final (except as otherwise specifically provided by law) and binds the parties, and a party may request any court having jurisdiction under Section 18(h) to enter a judgment and to enforce the arbitrator's decision. The arbitrator will provide the parties with a written decision naming the substantially prevailing party in the action. This prevailing party is entitled to reimbursement from the other party for its costs and expenses, including reasonable attorneys' fees, unless otherwise prohibited by law.

(b)
Governing Law . All arbitration proceedings under this Section 15 will be held at a place designated by the arbitrator in Kalispell, Montana. The arbitrator, in rendering a decision as to any state law claims, will apply Montana law.

(c)
Exception to Arbitration . Notwithstanding the above, for disputes involving alleged violations of Section 11 or Section 12, or for any disputes involving a request for injunctive relief, the parties will have the right to initiate the court

13


proceedings described in Section 13(b), in lieu of an arbitration proceeding under this Section 15, and may do so in the courts specified in Section 18(h).

16.
Regulatory Limitations; Clawbacks. Notwithstanding any other provision in this Agreement to the contrary, no payment shall be required to be made to or for the benefit of the Executive under this Agreement to the extent such payment is prohibited by applicable law, regulation, or order issued by a bank regulatory agency or a court of competent jurisdiction. Further, any compensation paid to Executive under this Agreement or otherwise is subject to limitation, recoupment, or clawback under any applicable clawback or recoupment policy that is generally applicable to the Company's and/or the Bank's executives, as may be in effect from time to time, or as required by law, regulation, or regulatory action.

17.
Jury Waiver. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND/OR ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).

18.
Miscellaneous Provisions.

(a)
Entire Agreement . This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter and supersedes all prior agreements, correspondence, representations, or understandings between the parties relating to its subject matter.

(b)
Binding Effect . This Agreement will bind and inure to the benefit of the Company and the Bank and their successors and assigns. Subject to the limitation on assignment set forth in Section 18(e), this Agreement will bind and inure to the benefit of Executive and Executive's heirs, legal representatives, successors, and assigns.

(c)
Litigation Expenses . In the event of any dispute or legal or equitable action arising from this Agreement, the prevailing party shall be entitled to all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs.

(d)
Waiver . The failure of any party to insist upon strict performance of any of the terms and provisions of this Agreement shall not be construed as a waiver or relinquishment of any such terms or conditions or of any other term or

14


condition and the same shall be and remain in full force and effect. Any waiver by a party of its rights under this Agreement must be written and signed by the party waiving its rights. A party's waiver of the other party's breach of any provision of this Agreement will not operate as a waiver of any other breach by the breaching party.

(e)
Assignment . The services to be rendered by Executive under this Agreement are unique and personal. Accordingly, Executive may not assign any of his rights or duties under this Agreement. Any such assignment or attempted assignment shall be void.

(f)
Amendment . This Agreement may be modified only through a written instrument signed by all parties to this Agreement.

(g)
Severability . The provisions of this Agreement are severable. The invalidity of any provision will not affect the validity of other provisions of this Agreement.

(h)
Governing Law and Venue . This Agreement will be governed by and construed in accordance with the laws of the State of Montana, except to the extent certain matters may be governed by federal law. Subject to the arbitration terms set forth in Section 15, the parties must bring any legal proceeding arising out of this Agreement in the state courts situated in Kalispell, Montana or the federal district courts of the Missoula Division for the State of Montana. Each party consents to and submits to the jurisdiction of any such court.

(i)
Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together will constitute one and the same instrument. The parties agree that facsimile or electronic signatures shall have the same force and effect as original signatures.

(j)
Attorney Representation .  Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.


- Signatures Follow on the Next Page



15


The parties have executed this Employment Agreement effective as of the Effective Date.

EXECUTIVE:
 
THE BANK:
 
 
 
 
 
 
Glacier Bank
 
 
 
 
 
 
 
 
/s/ Ron J. Copher
 
/s/ Dallas I. Herron
Ron J. Copher
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Randall M. Chesler
 
 
By:
Randall M. Chesler
 
 
Its:
President & CEO
 
 
 
 
 
 
THE COMPANY:
 
 
 
 
 
 
Glacier Bancorp, Inc.
 
 
 
 
 
 
 
 
 
 
/s/ Dallas I. Herron
 
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Randall M. Chesler
 
 
By:
Randall M. Chesler
 
 
Its:
President & CEO


[Signature Page to Employment Agreement]


Exhibit 10.3


EMPLOYMENT AGREEMENT

This Employment Agreement (this " Agreement ") is effective as of March 5, 2018 (the " Effective Date ") between Glacier Bancorp, Inc. (the " Company "), Glacier Bank (the " Bank "), and Don J. Chery (" Executive ").

RECITALS

A.
Executive presently serves as the Executive Vice President and Chief Administrative Officer of the Company and the Bank.

B.
The Company and the Bank desire Executive to continue his employment with the Company and the Bank on and after the Effective Date and Executive desires to be so employed by the Company and the Bank, subject to the terms and conditions of this Agreement.

AGREEMENT

1.
Employment. The Company and the Bank agree to employ Executive, and Executive accepts employment by the Company and the Bank, subject to the terms of this Agreement. Executive's title will be "Executive Vice President and Chief Administrative Officer" of the Company and the Bank.

2.
Term. The term of this Agreement will begin on March 5, 2018 and continue until March 4, 2020, unless terminated earlier in accordance with this Agreement (the " Term "). If the Company and the Bank expect not to renew Executive's employment following the expiration of the Term, the Company and the Bank will provide Executive with a courtesy notice that Executive's employment will not be renewed at least ninety (90) days before the expiration of the Term.

3.
Duties. The Company and the Bank will employ Executive as the Executive Vice President and Chief Administrative Officer of the Company and the Bank. Executive will faithfully and diligently perform his assigned duties, which include but are not limited to the following:

(a)
Chief Administrative Officer . Executive will have such duties and responsibilities as assigned by the Company's President and Chief Executive Officer, which will be customary for Chief Administrative Officers of comparable publicly reporting companies.

(b)
Reporting . Executive will report directly to the Company's President and Chief Executive Officer. The Company's board of directors and the President and Chief Executive Officer of the Company may, from time to time, modify Executive's title or add, delete, or modify Executive's performance responsibilities to accommodate management succession, as well as any other management objectives of the Company or the Bank. Executive agrees to assume any additional positions, duties, and responsibilities as may reasonably

1


be requested of him with or without additional compensation, as appropriate and consistent with Sections 3(a) and 3(b).

4.
Extent of Services . Executive will devote all of his working time, attention, and skill to the duties and responsibilities set forth in Section 3. To the extent that such activities do not interfere with his duties under Section 3, Executive may participate in other businesses as a passive investor, but (a) Executive may not actively participate in the operation or management of those businesses, and (b) Executive may not, without the Company's or the Bank's prior written consent, make or maintain any investment in a business with which the Bank or the Company (or any of their subsidiaries or divisions) has an existing competitive or commercial relationship.

5.
Salary . Executive will receive an annualized base salary of $337,135.00 for each calendar year during the Term, except any calendar year during the Term in which Executive works less than the entire twelve (12) months will be prorated accordingly. Executive's salary will be paid in accordance with the Company's regular payroll schedule and practices (including as to withholding). Executive's annual base salary may be adjusted, in the sole discretion of the Company's board of directors and/or the Bank's board of directors, based on performance and additional duties and responsibilities, if any.

6.
Short Term Incentive Plan. Executive will be eligible to participate in the Company's Short Term Incentive Plan (" STIP "). Executive will be eligible for cash incentives pursuant to the Company's STIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:

Cash Incentive Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
40%
60%

The Company's board of directors may adjust the incentive opportunities set forth above on an annual basis in its sole discretion. All STIP cash awards will be made in accordance with and shall be subject to all terms and conditions of the Company's STIP documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's STIP documents prior to entering into this Agreement.

7.
Long Term Incentive Plan. Executive will be eligible to participate in the Company's Stock Incentive Plan (the " LTIP "). Executive will be eligible for equity awards pursuant to the LTIP based on the Company meeting certain financial goals ( i.e. , acceptable, target, and max) set by the Company's board of directors at the following levels for 2018:


2


Equity Opportunity as a Percentage of Salary
Acceptable
Target
Max
0%
40%
60%

The Company's board of directors may adjust the equity opportunities set forth above on an annual basis in its sole discretion. All LTIP equity awards will be made in accordance with and shall be subject to all terms and conditions of the Company's LTIP plan documents, as adopted and amended from time to time by the Company's board of directors. Executive acknowledges having been provided a copy of the Company's LTIP plan documents prior to entering into this Agreement.

8.
Income Deferral. Executive will be eligible to participate in any program available to the Company's and/or the Bank's senior management for income deferral, for the purpose of deferring receipt of any or all of the compensation Executive may become entitled to under this Agreement. Any such deferrals will be subject to the terms and conditions of the deferral program, as adopted and amended from time to time.

9.
Paid Time Off ("PTO") and Benefits.

(a)
PTO and Holidays . Executive will accrue up to one hundred sixty (160) hours of PTO each year, which accrual shall occur ratably over the Company's payroll periods, in addition to all holidays observed by the Company. Accrual of PTO shall be in accordance with the Company's Employee Manual. Executive may carry over, in the aggregate, up to one hundred sixty (160) hours of unused PTO to a subsequent year; provided , however , Executive may not accumulate in excess of one hundred sixty (160) hours of PTO at any given time (the " Cap "). Should Executive's accumulation of PTO reach the Cap of one hundred sixty (160) hours, Executive will no longer accrue additional PTO until Executive uses some of Executive's accumulated PTO and Executive's accumulated PTO balance drops below the Cap. For purposes of PTO usage, Executive shall be considered to work eight (8) hours a day. Each calendar year Executive shall take at least five (5) consecutive days of PTO.

(b)
Benefits . Executive will be entitled to participate in any group life insurance, disability, medical, dental, vision, health and accident insurance plans, profit sharing and pension plans, and in other employee fringe benefit programs the Bank or the Company may have in effect from time to time for its similarly situated employees, in accordance with and subject to any policies adopted by the Bank's board of directors or the Company's board of directors with respect to the plans or programs, including without limitation, any incentive or employee stock option plan, deferred compensation plan, 401(k) plan, and Supplemental Executive Retirement Plan (SERP). Neither the Bank nor the Company, through this Agreement, obligates itself to make any particular benefits available to its employees. The Bank's or the Company's change,

3


modification, or termination of any of its benefits during the Term shall not be a breach of this Agreement.
 
(c)
Business Expenses . Subject to any applicable Company policies or the rules and regulations of the Internal Revenue Service, the Company will reimburse Executive for ordinary and necessary expenses which are consistent with past practice at the Company and the Bank (including, without limitation, travel, entertainment, and similar expenses) and which are incurred in performing and promoting the Company's and/or the Bank's business. Executive will present from time to time itemized accounts of these expenses. Reimbursement will be made as soon as practicable but no later than the last day of the calendar year following the calendar year in which the expenses were incurred. The amount of expenses eligible for reimbursement in one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.

(d)
Directors and Officers Insurance; Indemnification . Executive will be covered by the Company's and/or the Bank's Directors and Officers liability insurance policy in effect from time to time. To the extent permitted by the Company's Bylaws and the Montana Business Corporation Act, the Company will indemnify Executive in the event Executive is a party (or is threatened to be made a party) to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of the Company or the Bank.

10.
Termination of Employment.

(a)
Termination for Cause or without Good Reason . If the Company and the Bank terminate Executive's employment for Cause (defined below) during the Term, or Executive terminates his employment without Good Reason (defined below) during the Term, the Company will pay Executive the annualized base salary earned and expenses reimbursable under this Agreement incurred through the date of his termination. Executive will have no right to receive any other compensation or benefits for any period before or after termination under this Section 10(a).

(b)
Termination without Cause or with Good Reason . If the Company and the Bank terminate Executive's employment without Cause during the Term, or Executive terminates his employment for Good Reason during the Term, then contingent upon (1) Executive's signing and not subsequently revoking a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment, and (2) Executive's compliance with Section 12, the Company will pay Executive an amount equal to the greater of (i) the amount of base salary remaining to be paid during the Term or (ii) the amount Executive would be

4


entitled to receive under the Bank's Severance Plan, in equal monthly installments over a period that is the greater of the remaining period of the Term or two (2) years after the termination of Executive's employment (" Severance Payments "). If Executive fails to comply with or violates the terms of Section 12, Executive agrees that he forfeits the right to retain the Severance Payments previously received and/or to receive any remaining Severance Payments that may be otherwise payable under this Section 10(b). The total amount of the Severance Payments under this Section 10(b) shall not exceed two (2) times the lesser of (i) the sum of Executive's annualized compensation based on Executive's annual salary in the year preceding the year in which Executive's employment is terminated (adjusted for any increase during that year that was expected to continue indefinitely if Executive's employment had not terminated) or (ii) the applicable dollar limit under Section 401(a)(17) of the Internal Revenue Code for the calendar year in which Executive's employment is terminated. The Severance Payments will be fully paid no later than the end of the second calendar year after the calendar year in which the termination of Executive's employment occurs (the " Final Payment Date "), and any payments scheduled to be paid after the Final Payment Date will be accelerated and paid on the Final Payment Date.

(c)
Termination Related to Death or Disability . This Agreement terminates (i) if Executive dies or (ii) if Executive is unable to perform his duties and obligations under this Agreement (as determined by the Company's and/or the Bank's board of directors in its sole discretion) for a period of ninety (90) consecutive days as a result of a physical or mental disability arising at any time during the Term, unless with reasonable accommodation Executive could continue to perform the essential functions of his position under this Agreement and making these accommodations would not pose an undue hardship on the Company or the Bank. If termination occurs under this Section 10(c), Executive or his estate will be entitled to receive all compensation and benefits earned and expenses reimbursable through the date Executive's employment is terminated. Neither Executive nor his estate will have any right to receive compensation or other benefits for any period after termination under this Section 10(c).

(d)
Termination Related to a Change in Control . The following provisions shall survive the expiration of the Term and the termination of Executive's employment.

(i)
Termination by Company . If the Company, or a successor in interest by merger, or a transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or for Cause), terminates Executive's employment without Cause: (A) within two (2) years following a Change in Control (as defined below); or (B) before a Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within

5


six (6) months after the termination, then the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(ii)
Termination by Executive . If Executive terminates Executive's employment for Good Reason within two (2) years following a Change in Control, the Company will provide Executive with the payment described in Section 10(d)(iii), provided that Executive executes and does not revoke a release of any and all claims which Executive could assert against the Company and the Bank relating to Executive's employment or the termination of Executive's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment.

(iii)
Payments . If Section 10(d)(i)(A) or Section 10(d)(ii) is triggered in accordance with its terms, the Company will: (A) subject to Sections 10(e) and 10(i) below, beginning within thirty (30) days after Executive's separation from service as defined by Treasury Regulation § 1.409A-1(h) (" Separation from Service "), pay Executive in twenty-four (24) substantially equal monthly installments in an overall amount equal to two (2) times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year; and (B) subject to Sections 10(e) and 10(i) below, if Section 10(d)(i)(B) is triggered in accordance with its terms, beginning within thirty (30) days after a Change in Control, the Company will pay Executive in twenty-four (24) substantially equal monthly installments in an overall amount equal to two (2) times Executive's compensation (as reportable on Executive's IRS W-2 Form) received by Executive from the Company for the most recent calendar year. In either case, if the 30-day period spans two (2) calendar years, payments will not begin until the second calendar year. For purposes of Section 409A of the Internal Revenue Code, each installment shall be treated as a separate payment.

(e)
Limitations on Payments Related to Change in Control . The following apply notwithstanding any other provision of this Agreement:

(i)
Any payments that would otherwise be made pursuant to Section 10(d)(d)(iii) will be reduced by any base salary, cash bonus (including STIP pursuant to Section 6), or Severance Payments (as defined in Section 10(b)) received by Executive from the Company or its successor after the first to occur of a Change in Control or Executive's termination of employment.


6


(ii)
Executive's right to receive the payments described in Section 10(d)(iii) terminates (A) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company and the Bank terminate Executive's employment for Cause, or (B) two (2) years after a Change of Control occurs.

(iii)
Notwithstanding anything to the contrary in this Agreement or any other agreement or plan, to the extent that any payment or distribution of any type to or for the benefit of Executive by the Company (or by any affiliate of the Company, any person or entity who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets within the meaning of Section 280G of the Internal Revenue Code, and the regulations thereunder, or any affiliate of such person or entity), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the " Total Payments "), is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the " Excise Tax "), then the Total Payments shall be reduced (but not below zero) only if and to the extent that a reduction in the Total Payments would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state, and local income taxes and the Excise Tax), than if Executive received the entire amount of such Total Payments. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments that are cash payments, and then by reducing or eliminating the portion of the Total Payments that are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below); provided , however , that in all events, such reductions shall be done in a manner consistent with the requirements of Section 409A of the Internal Revenue Code, to the extent applicable. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement, or agreement governing Executive's rights and entitlements to any benefits or compensation.

The determination of whether the Total Payments shall be reduced as provided in this Section 10(e)(iii) and the amount of such reduction shall be made at the Company's expense by the Company's independent auditors (the " Accounting Firm "). The Accounting Firm shall provide its determination (the " Determination "), together with detailed supporting calculations and documentation to the Company and Executive within twenty (20) days of the last day of Executive's employment (or within twenty [20] days of the date of the Change in

7


Control, if later). The Company shall provide Executive with a reasonable opportunity to review and comment on the Accounting Firm's calculations prior to it finalizing the Determination. The Determination shall be binding, final, and conclusive upon the Company and Executive absent manifest error.

(f)
Return of Property . If and when Executive ceases, for any reason, to be employed by the Company and the Bank, Executive must return to the Company and the Bank all keys, pass cards, identification cards, cell phones, other smart phones, tablets, electronic storage devices, Bank and Company credit cards, and any other property of the Company or the Bank. At the same time, Executive also must return to the Company and the Bank all originals and copies (whether in hard copy, electronic, or other form) of any documents, drawings, notes, memoranda, designs, devices, electronic storage devices, tapes, manuals, and specifications which constitute proprietary or confidential information or material of the Bank or the Company (or their subsidiaries or divisions). The obligations in this Section 10(f) include, without limitation, the return of documents and other materials which may be in Executive's desk at work, his car, his place of residence, personal electronic or digital devices or cloud-type storage, or in any other location under Executive's control.

(g)
Cause . " Cause " means any one or more of the following:

(i)
Willful misfeasance or gross negligence in the performance of Executive's duties;

(ii)
Conviction of a crime in connection with Executive's duties, conviction of a felony, or conviction of a crime of fraud, theft, conversion, or dishonesty;

(iii)
Willful material breach of Section 11 of this Agreement or a confidentiality policy of the Company or the Bank;

(iv)
Conduct demonstrably and significantly harmful to the Company or the Bank, as reasonably determined on the advice of legal counsel of the Company's or the Bank's board of directors;

(v)
Upon entry of an administrative action by a regulator prohibiting Executive from performing any of his duties or responsibilities.

(h)
Good Reason . Executive terminates his employment for " Good Reason " if all four (4) of the following criteria are satisfied:

(i)
Any one or more of the following conditions (each a " Condition ") arises without Executive's consent:


8


A.
A material reduction of Executive's base salary, unless the reduction or elimination is generally applicable to substantially all similarly situated Company or Bank employees (or employees of a successor or controlling entity of the Company or the Bank) formerly benefited or is otherwise offset economically by increases in other compensation or replacement plans or programs;

B.
A material diminution in Executive's authority, duties, or responsibilities as set forth in this Agreement from and after the Effective Date;

C.
A material breach of this Agreement by the Company; or

D.
A material relocation or transfer of Executive's principal place of employment to a location outside of Flathead County, Montana; and

(ii)
Executive gives notice to the Company and the Bank of the Condition within ninety (90) days of the initial existence of the Condition;

(iii)
The Company and the Bank fail to reasonably remedy the Condition within thirty (30) days following receipt of the notice described in paragraph (ii) above; and

(iv)
Executive terminates his employment within one hundred eighty (180) days following the initial existence of the Condition.

(i)
Change in Control . " Change in Control " means a change "in the ownership or effective control" or "in the ownership of a substantial portion of the assets" of the Company, within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(j)
Section 409A Compliance . Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of the termination of Executive's employment constitute "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A, payment of such amounts shall not commence until Executive incurs a Separation from Service (as defined in Section 10(d)(iii)). If, at the time of Executive's Separation from Service under this Agreement, Executive is a "specified employee" (under Internal Revenue Code Section 409A), any amount that constitutes "nonqualified deferred compensation" within the meaning of Internal Revenue Code Section 409A that becomes payable to Executive on account of Executive's Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth (6 th ) calendar month beginning after Executive's Separation from Service (the " 409A Suspension Period "). Within fourteen (14) calendar days after the end of the 409A Suspension Period, Executive shall be paid a

9


lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining payments as if there had not been an earlier delay.

11.
Confidentiality.

(a)
Confidential Information . The parties agree that, in the course of Executive's employment with the Company and the Bank, Executive will be provided with, or be provided access to, certain Confidential Information. " Confidential Information " means proprietary nonpublic information that includes but is not limited to marketing, sales, acquisition, and recruiting objectives and strategies, loan files, customer lists, proprietary technology, information regarding existing customer preferences, habits and needs, proprietary information regarding prospective customers, details of past, pending, and contemplated transactions, pricing structure, investment management practices, sales data, accounts, training materials, information developed about the Bank or the Company, competitors, systems, strategies, designs, processes, procedures, forecasting data, recruiting data, market data, know-how, compilations of technical and non-technical data, advertising and promotional plans and strategies, and financial and other projections relating to financial industry, which are not generally known to or readily ascertainable through legitimate means by the public or by the Bank's or the Company's competitors. Executive further recognizes, acknowledges, and agrees that the Confidential Information remains the property of the Bank and the Company and, in sharing that Confidential Information with Executive, the Bank and the Company do not grant Executive any license or other interest in the Bank's and the Company's Confidential Information.

(b)
Non-Disclosure . Executive shall at all times take reasonable steps to maintain the confidentiality of Confidential Information, and shall hold the Bank's and the Company's Confidential Information in secret. Executive agrees that he will not, after the date this Agreement was signed, including during and after its Term, use for his own purposes or directly or indirectly communicate, disseminate, distribute, or disclose to any other person or entity any Confidential Information concerning the Bank or the Company to any person or entity other than the Bank or the Company or their agents or employees in the course and scope of employment, unless (i) the Bank or the Company consents in writing to the use or disclosure of their respective Confidential Information; (ii) the use or disclosure is consistent with Executive's duties under this Agreement; (iii) disclosure is required by law or court order; or (iv) the information is made or otherwise becomes public other than as a result of a disclosure by Executive in violation of this Agreement or other obligation of confidentiality. In the event disclosure of Confidential Information is required by law or court order and Executive is making such disclosure, Executive shall

10


provide the Company and the Bank with prompt notice of such required disclosure and shall give adequate notice prior to making any such disclosure to allow the Company and the Bank to seek a protective order or other appropriate relief. Executive shall not use the Bank's or the Company's Confidential Information for any purpose, other than a dispute between the Executive and the Company or the Bank in a court of law or arbitration, at any time after Executive's termination from the Company or the Bank. In the event that Executive uses Confidential Information during a dispute between the Executive and the Company or the Bank in a court of law or arbitration, Executive must takes steps to maintain the confidentiality of such information in any public filings ( e.g. , by filing matters under seal) and may not disclose Confidential Information to any third party without the Company's and the Bank's written waiver unless an appropriate protective order is in place.

(c)
Defend Trade Secrets Act . Executive will be immune from criminal or civil liability for disclosure of a trade secret under these limited circumstances: (i) the disclosure is made in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) the disclosure is made to Executive’s attorney or in a sealed court filing in connection with a lawsuit or other proceeding, including if filed under seal in a lawsuit or proceeding involving the Company or the Bank, or if made pursuant to a court order.

12.
Restrictive Covenants.

(a)
Competitive Activities . During the Term and for the applicable Post-Termination Period (defined below), Executive will not as a founder, shareholder, director, officer, employee, partner, agent, consultant, or in any other capacity, directly or indirectly provide management, supervisory, business development, marketing, or strategic planning services to a bank or a financial services company involved in commercial or consumer lending in any county in which the Company or the Bank (or any of their subsidiaries or divisions) has a branch or office (" Applicable Counties "). This restriction shall not limit the activities of the Executive at a permanent location outside of the Applicable Counties as long as Executive's efforts are not primarily directed to customers in the Applicable Counties, and Executive at all time maintains compliance with Sections 12(b) and 12(c) below. " Post-Termination Period " means the greater of the remaining Term or two (2) years after Executive's employment with the Company and the Bank has terminated for any reason.

(b)
Non-solicitation of Employees or Vendors . During the Term and for two (2) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, recruit, or entice, or attempt to solicit, recruit, or entice (i) any employee of the Bank or the Company to terminate his or her employment with the Bank or the Company, or (ii) any person or entity to terminate, cancel, rescind, or revoke

11


its business or contractual relationships with the Bank or the Company. To indirectly solicit or recruit an employee includes, without limitation, to divulge information about an employee to another person that would assist or help that person to solicit or recruit the employee.

(c)
Non-solicitation of Customers . During the Term and for two (2) years after Executive's employment with the Company and the Bank has ended for any reason, Executive will not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away from the Bank or the Company any person or entity who within the twenty-four (24) months immediately preceding termination of the Executive’s employment was both (i) a customer of the Bank or the Company and (ii) to whom Executive, directly or indirectly, provided services, contracted with, or solicited business on behalf of the Bank or the Company.

(d)
Effect of Breach . If Executive breaches any provision of this Section 12 during the Post-Termination Period, Executive agrees that he forfeits any right to retain any Severance Payments previously received and will no longer be entitled to and forfeits any remaining Severance Payments. Executive agrees that this Section 12(d) shall not be construed to limit or exclude any remedies otherwise available to the Bank and/or the Company for any such breach.

13.
Enforcement.

(a)
Reasonableness of Restrictions . Executive, the Company, and the Bank stipulate that, in light of all of the facts and circumstances of the relationship between Executive, the Company, and the Bank, the agreements referred to in Section 11 and Section 12 (including without limitation their scope, duration, and geographic extent) are fair and reasonably necessary for the protection of the Bank's and the Company's Confidential Information, goodwill, and other protectable interests. If a court of competent jurisdiction should decline to enforce any of those covenants and agreements, Executive, the Company, and the Bank request the court to reform these provisions to restrict Executive's use of Confidential Information and Executive's ability to compete with the Bank and the Company in time, scope of activities, and geography to the maximum extent the court finds enforceable.

(b)
Injunctive Relief . Executive acknowledges the Bank and the Company will suffer immediate and irreparable harm that will not be compensable by monetary damages alone if Executive repudiates or breaches any of the provisions of Section 11 or Section 12 or threatens or attempts to do so. For this reason, the Company and/or the Bank, in addition to and without limitation of any other rights, remedies, or damages available to it at law or in equity, will be entitled to obtain temporary, preliminary, and permanent injunctions to prevent or restrain the breach, and neither the Company nor the Bank will be required to post a bond as a condition for the granting of this relief.


12


(c)
Tolling . The restrictive time periods referred to in Section 12 shall be tolled and extended for any time during which Executive is in violation of the restrictions. If the Bank or the Company initiates legal action to enforce the restrictions and obtains an injunction against Executive, then the appropriate restrictive time period(s) will begin to run on the date that the injunction is entered. Executive agrees that such extension under the circumstances described is necessary and appropriate to provide the Bank and the Company with the bargained-for protection of their legitimate business interests.

14.
Effect of Covenants. Executive specifically acknowledges the receipt of adequate consideration for the covenants contained in Sections 11 and 12 and that the Bank and the Company are entitled to require Executive to comply with such Sections. Sections 11 through 18 will survive termination of this Agreement. Executive represents that if Executive's employment is terminated, whether voluntarily or involuntarily, Executive has experience and capabilities sufficient to enable Executive to obtain employment in areas which do not violate this Agreement and that the Bank's or the Company's enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.

15.
Arbitration.

(a)
Arbitration . At a party's request, the parties must submit any dispute, controversy, or claim arising out of or in connection with, or relating to, Executive’s employment or termination of employment with the Company and the Bank, this Agreement, or any breach or alleged breach of this Agreement, to arbitration under the American Arbitration Association's rules then in effect (or under any other form of arbitration mutually acceptable to the parties). A single arbitrator agreed on by the parties will conduct the arbitration. If the parties cannot agree on a single arbitrator, each party must select one arbitrator and those two arbitrators will select a third arbitrator. This third arbitrator will hear the dispute. The arbitrator's decision is final (except as otherwise specifically provided by law) and binds the parties, and a party may request any court having jurisdiction under Section 18(h) to enter a judgment and to enforce the arbitrator's decision. The arbitrator will provide the parties with a written decision naming the substantially prevailing party in the action. This prevailing party is entitled to reimbursement from the other party for its costs and expenses, including reasonable attorneys' fees, unless otherwise prohibited by law.

(b)
Governing Law . All arbitration proceedings under this Section 15 will be held at a place designated by the arbitrator in Kalispell, Montana. The arbitrator, in rendering a decision as to any state law claims, will apply Montana law.

(c)
Exception to Arbitration . Notwithstanding the above, for disputes involving alleged violations of Section 11 or Section 12, or for any disputes involving a request for injunctive relief, the parties will have the right to initiate the court

13


proceedings described in Section 13(b), in lieu of an arbitration proceeding under this Section 15, and may do so in the courts specified in Section 18(h).

16.
Regulatory Limitations; Clawbacks. Notwithstanding any other provision in this Agreement to the contrary, no payment shall be required to be made to or for the benefit of the Executive under this Agreement to the extent such payment is prohibited by applicable law, regulation, or order issued by a bank regulatory agency or a court of competent jurisdiction. Further, any compensation paid to Executive under this Agreement or otherwise is subject to limitation, recoupment, or clawback under any applicable clawback or recoupment policy that is generally applicable to the Company's and/or the Bank's executives, as may be in effect from time to time, or as required by law, regulation, or regulatory action.

17.
Jury Waiver. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND/OR ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).

18.
Miscellaneous Provisions.

(a)
Entire Agreement . This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter and supersedes all prior agreements, correspondence, representations, or understandings between the parties relating to its subject matter.

(b)
Binding Effect . This Agreement will bind and inure to the benefit of the Company and the Bank and their successors and assigns. Subject to the limitation on assignment set forth in Section 18(e), this Agreement will bind and inure to the benefit of Executive and Executive's heirs, legal representatives, successors, and assigns.

(c)
Litigation Expenses . In the event of any dispute or legal or equitable action arising from this Agreement, the prevailing party shall be entitled to all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs.

(d)
Waiver . The failure of any party to insist upon strict performance of any of the terms and provisions of this Agreement shall not be construed as a waiver or relinquishment of any such terms or conditions or of any other term or

14


condition and the same shall be and remain in full force and effect. Any waiver by a party of its rights under this Agreement must be written and signed by the party waiving its rights. A party's waiver of the other party's breach of any provision of this Agreement will not operate as a waiver of any other breach by the breaching party.

(e)
Assignment . The services to be rendered by Executive under this Agreement are unique and personal. Accordingly, Executive may not assign any of his rights or duties under this Agreement. Any such assignment or attempted assignment shall be void.

(f)
Amendment . This Agreement may be modified only through a written instrument signed by all parties to this Agreement.

(g)
Severability . The provisions of this Agreement are severable. The invalidity of any provision will not affect the validity of other provisions of this Agreement.

(h)
Governing Law and Venue . This Agreement will be governed by and construed in accordance with the laws of the State of Montana, except to the extent certain matters may be governed by federal law. Subject to the arbitration terms set forth in Section 15, the parties must bring any legal proceeding arising out of this Agreement in the state courts situated in Kalispell, Montana or the federal district courts of the Missoula Division for the State of Montana. Each party consents to and submits to the jurisdiction of any such court.

(i)
Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together will constitute one and the same instrument. The parties agree that facsimile or electronic signatures shall have the same force and effect as original signatures.

(j)
Attorney Representation .  Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.


- Signatures Follow on the Next Page


15


The parties have executed this Employment Agreement effective as of the Effective Date.

EXECUTIVE:
 
THE BANK:
 
 
 
 
 
 
Glacier Bank
 
 
 
 
 
 
 
 
/s/ Don J. Chery
 
/s/ Dallas I. Herron
Don J. Chery
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Ron J. Copher
 
 
By:
Ron J. Copher
 
 
Its:
Secretary
 
 
 
 
 
 
THE COMPANY:
 
 
 
 
 
 
Glacier Bancorp, Inc.
 
 
 
 
 
 
 
 
 
 
/s/ Dallas I. Herron
 
 
By:
Dallas I. Herron
 
 
Its:
Chairman of the Board of Directors
 
 
 
 
 
 
Attested to:
 
 
 
 
 
 
 
 
 
 
/s/ Ron J. Copher
 
 
By:
Ron J. Copher
 
 
Its:
Secretary


[Signature Page to Employment Agreement]


Exhibit 31.1

CERTIFICATIONS

I, Randall M. Chesler, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Glacier Bancorp, Inc.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2018
 
/s/ Randall M. Chesler
 
 
Randall M. Chesler
 
 
President/CEO




Exhibit 31.2

CERTIFICATIONS

I, Ron J. Copher, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Glacier Bancorp, Inc.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2018
 
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President/CFO




Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Glacier Bancorp, Inc. (“Company”) on Form 10-Q for the period ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (“Report”), we, Randall M. Chesler, President and Chief Executive Officer, and Ron J. Copher, Executive Vice President and Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

May 1, 2018
 
/s/ Randall M. Chesler
 
 
Randall M. Chesler
 
 
President/CEO
May 1, 2018
 
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President/CFO