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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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36-4460265
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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800 West Madison Street, Chicago, Illinois
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60607
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
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Perpetual Non-Cumulative Preferred Stock, Series A
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The NASDAQ Stock Market LLC
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Document
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Part of Form 10-K
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Portions of the definitive Proxy Statement to be used in conjunction with the Registrant’s 2017 Annual Meeting of Stockholders.
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Part III
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 1.
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Business
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•
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Glenwood, Illinois-based Heritage Community Bank (Heritage);
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•
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Oak Forest, Illinois-based InBank;
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Chicago, Illinois-based Corus Bank, N.A. (Corus);
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Aurora, Illinois-based Benchmark Bank (Benchmark);
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Chicago, Illinois-based New Century Bank (New Century); and
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•
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Chicago, Illinois-based Broadway Bank (Broadway).
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•
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Acquiring directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares);
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Acquiring control of, or all or substantially all of the assets of, another bank or bank holding company, or
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Merging or consolidating with another bank holding company.
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Real estate lending standards, which provide guidelines concerning loan-to-value ratios for various types of real estate loans;
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Risk-based capital rules, including accounting for interest rate risk, concentration of credit risk and the risks posed by non-traditional activities;
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Rules requiring depository institutions to develop and implement internal procedures to evaluate and control credit and settlement exposure to their correspondent banks;
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•
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Rules restricting types and amounts of equity investments; and
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Rules addressing various safety and soundness issues, including operations and managerial standards, standards for asset quality, earnings and compensation standards.
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Centralize responsibility for consumer financial protection by creating the CFPB, with broad rulemaking, supervision and enforcement authority for a wide range of consumer protection laws that apply to all banks and certain others, including examination and enforcement powers with respect to any bank with more than $10 billion in assets and its affiliates, and the power to prohibit unfair, deceptive or abusive acts or practices.
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•
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Restrict the preemption of state consumer financial protection law by federal law and disallow subsidiaries and affiliates of national banks, such as MB Financial Bank, from availing themselves of such preemption.
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Require new capital rules (discussed under “--Capital Adequacy” above).
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Require publicly-traded bank holding companies with assets of $10 billion or more to establish a risk committee responsible for enterprise-wide risk management practices, comprised of an independent chairman and at least one risk management expert.
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Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated average assets less tangible capital.
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Increase the minimum ratio of net worth to insured deposits of the Deposit Insurance Fund from 1.15% to 1.35% and require the FDIC, in setting assessments, to offset the effect of the increase on institutions with assets of less than $10 billion. This increase is generally expected to impose more deposit insurance cost on institutions with assets of $10 billion or more.
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Provide for new disclosure and other requirements relating to executive compensation and corporate governance, including guidelines or regulations on incentive-based compensation and a prohibition on compensation arrangements that encourage inappropriate risks or that could provide excessive compensation.
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Make permanent the $250 thousand limit for federal deposit insurance.
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Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
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Allow de novo interstate branching by banks.
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Give the Federal Reserve Board the authority to establish rules regarding interchange fees charged for electronic debit transactions by a payment card issuer that, together with its affiliates, has assets of $10 billion or more and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. The Federal Reserve Board has adopted rules under this provision that limit the swipe fees that a debit card issuer can charge a merchant for a transaction to the sum of 21 cents and five basis points times the value of the transaction, plus up to one cent for fraud prevention costs.
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Increase the authority of the Federal Reserve Board to examine the Company and its non-bank subsidiaries.
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Require all bank holding companies to serve as a source of financial strength to their depository institution subsidiaries in the event such subsidiaries suffer from financial distress.
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Restrict proprietary trading by banks, bank holding companies and others, and their acquisition and retention of ownership interests in and sponsorship of hedge funds and private equity funds, as described above under “--Volcker Rule.”
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Require annual stress testing by banks and their holding companies with more than $10 billion in assets and impose certain reporting and disclosure requirements.
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Item 1A.
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Risk Factors
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•
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loan delinquencies may increase;
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problem assets and foreclosures may increase;
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demand for our products and services may decline;
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collateral for our loans may decline in value, in turn reducing a customer’s borrowing power; and
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the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.
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cash flow of the borrower and/or the project being financed;
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changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;
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credit experience of a particular borrower;
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changes in economic and industry conditions; and
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duration of the loan.
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our general reserve, based on our historical default and loss experience as well as current macroeconomic factors; and
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our specific reserve, based on our evaluation of non-performing loans and their underlying collateral.
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We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets, and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;
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Prices at which acquisitions can be made fluctuate with market conditions. We have experienced times during which acquisitions could not be made in specific markets at prices we considered acceptable and expect that we will experience this condition in the future;
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The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful;
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To the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill. As discussed below, we are required to assess our goodwill for impairment at least annually, and any goodwill impairment charge could have a material adverse effect on our results of operations and financial condition;
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To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing stockholders; and
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We have completed various acquisitions in the past few years that enhanced our rate of growth. We may not be able to continue to sustain our past rate of growth or to grow at all in the future.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market Price Range
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High
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Low
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Dividends
Paid
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2016
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Quarter ended December 31, 2016
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$
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48.06
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$
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35.00
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$
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0.19
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Quarter ended September 30, 2016
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39.50
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39.12
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0.19
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Quarter ended June 30, 2016
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36.71
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36.19
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0.19
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Quarter ended March 31, 2016
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33.62
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32.78
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0.17
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2015
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Quarter ended December 31, 2015
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$
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36.21
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$
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30.33
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$
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0.17
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Quarter ended September 30, 2015
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36.23
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30.42
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0.17
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Quarter ended June 30, 2015
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35.77
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29.59
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0.17
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Quarter ended March 31, 2015
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33.10
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27.93
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0.14
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Total Number of
Shares Purchased
(1)
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Average Price Paid
per Share
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Total Number of Shares Purchased
as Part of Publicly Announced
Plans or Programs
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in Thousands)
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October 1, 2016 — October 31, 2016
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—
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$
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—
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—
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$
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—
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November 1, 2016 — November 30, 2016
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—
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—
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—
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—
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December 1, 2016 — December 31, 2016
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935
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47.23
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—
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—
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Total
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935
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$
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47.23
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—
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(1)
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Includes shares withheld to satisfy tax withholding obligations upon the exercise of stock options and vesting of restricted stock awards.
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Period Ending
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Index
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12/31/2011
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12/31/2012
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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MB Financial, Inc.
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$
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100.00
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$
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116.28
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$
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191.87
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$
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200.09
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$
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201.07
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$
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299.17
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NASDAQ Composite Index
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100.00
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117.45
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164.57
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188.84
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201.98
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219.89
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||||||
SNL Mid Cap Bank Index
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100.00
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112.07
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166.50
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169.60
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182.56
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253.49
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Item 6.
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Selected Financial Data
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As of or for the Year Ended December 31,
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||||||||||||||||||
(Dollars in thousands, except per share data)
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2016
(1)
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2015
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2014
(1)
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2013
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2012
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||||||||||
Statement of Operations Data:
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Interest income
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$
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557,177
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$
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494,234
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$
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375,148
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$
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297,895
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|
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$
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335,310
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Interest expense
|
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39,286
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28,628
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24,325
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25,559
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42,522
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|||||
Net interest income
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517,891
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465,606
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350,823
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272,336
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292,788
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|||||
Provision for credit losses
|
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19,563
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21,386
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12,052
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(5,804
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)
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(8,900
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)
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|||||
Net interest income after provision for credit losses
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498,328
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444,220
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338,771
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278,140
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301,688
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|||||
Non-interest income
|
|
374,903
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322,093
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221,305
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|
|
154,394
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|
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129,193
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|||||
Non-interest expenses
|
|
619,851
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|
|
534,154
|
|
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436,782
|
|
|
294,588
|
|
|
304,030
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|||||
Income before income taxes
|
|
253,380
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|
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232,159
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|
123,294
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137,946
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|
|
126,851
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|||||
Applicable income tax expense
|
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79,244
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|
|
73,211
|
|
|
37,193
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|
|
39,491
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|
|
36,477
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|||||
Net income
|
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174,136
|
|
|
158,948
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|
|
86,101
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|
98,455
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90,374
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|||||
Dividends and discount accretion on preferred shares
|
|
8,009
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|
8,000
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|
|
4,000
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|
|
—
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|
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3,269
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|||||
Net income available to common stockholders
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|
$
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166,127
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|
|
$
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150,948
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|
|
$
|
82,101
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|
|
$
|
98,455
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|
|
$
|
87,105
|
|
Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
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|||||
Basic earnings per common share
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$
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2.16
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|
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$
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2.03
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$
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1.32
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$
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1.81
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$
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1.61
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Diluted earnings per common share
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2.13
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|
2.02
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1.31
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|
|
1.79
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1.60
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|||||
Book value per common share
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|
29.43
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|
|
26.77
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|
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25.58
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24.14
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23.29
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|||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Basic
|
|
76,968,823
|
|
|
74,177,574
|
|
|
62,012,196
|
|
|
54,509,612
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|
|
54,270,297
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|||||
Diluted
|
|
77,976,121
|
|
|
74,849,030
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|
|
62,573,406
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|
|
54,993,865
|
|
|
54,505,976
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|
|||||
Dividend payout ratio on common stock
|
|
34.74
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%
|
|
32.18
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%
|
|
39.69
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%
|
|
24.58
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%
|
|
8.13
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%
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|||||
Cash dividends per common share
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|
$
|
0.74
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|
|
$
|
0.65
|
|
|
$
|
0.52
|
|
|
$
|
0.44
|
|
|
$
|
0.13
|
|
(1)
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On August 24, 2016, we completed the American Chartered merger. On August 18, 2014, we completed the Taylor Capital merger. See Note 2 of the notes to consolidated financial statements contained under “Item 8. Financial Statements and Supplementary Data.”
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As of or for the Year Ended December 31,
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||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
463,469
|
|
|
$
|
381,441
|
|
|
$
|
312,081
|
|
|
$
|
473,459
|
|
|
$
|
287,543
|
|
Investment securities
|
|
2,909,221
|
|
|
2,930,066
|
|
|
2,723,701
|
|
|
2,352,862
|
|
|
2,416,977
|
|
|||||
Loans, gross
|
|
12,768,803
|
|
|
9,793,998
|
|
|
9,083,217
|
|
|
5,712,551
|
|
|
5,766,930
|
|
|||||
Allowance for loan and lease losses
|
|
139,366
|
|
|
128,140
|
|
|
110,026
|
|
|
111,746
|
|
|
124,204
|
|
|||||
Loans held for sale
|
|
716,883
|
|
|
744,727
|
|
|
737,209
|
|
|
629
|
|
|
7,492
|
|
|||||
Total assets
|
|
19,302,317
|
|
|
15,585,007
|
|
|
14,602,099
|
|
|
9,641,427
|
|
|
9,571,805
|
|
|||||
Deposits
|
|
14,110,448
|
|
|
11,505,215
|
|
|
10,990,942
|
|
|
7,381,259
|
|
|
7,542,697
|
|
|||||
Short-term and long-term borrowings
|
|
1,881,078
|
|
|
1,406,011
|
|
|
1,014,331
|
|
|
555,548
|
|
|
336,652
|
|
|||||
Junior subordinated notes issued to capital trusts
|
|
210,668
|
|
|
186,164
|
|
|
185,778
|
|
|
152,065
|
|
|
152,065
|
|
|||||
Stockholders’ equity
|
|
2,579,209
|
|
|
2,087,284
|
|
|
2,028,286
|
|
|
1,326,682
|
|
|
1,275,770
|
|
|||||
Performance Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Return on average assets
|
|
1.03
|
%
|
|
1.07
|
%
|
|
0.75
|
%
|
|
1.05
|
%
|
|
0.95
|
%
|
|||||
Return on average equity
|
|
7.65
|
|
|
7.72
|
|
|
5.40
|
|
|
7.59
|
|
|
7.09
|
|
|||||
Return on average common equity
|
|
7.69
|
|
|
7.77
|
|
|
5.29
|
|
|
7.59
|
|
|
7.05
|
|
|||||
Net interest margin
(1)
|
|
3.54
|
|
|
3.63
|
|
|
3.54
|
|
|
3.31
|
|
|
3.49
|
|
|||||
Tax equivalent effect
|
|
0.19
|
|
|
0.21
|
|
|
0.23
|
|
|
0.28
|
|
|
0.24
|
|
|||||
Net interest margin — fully tax equivalent basis
(1)
|
|
3.73
|
|
|
3.84
|
|
|
3.77
|
|
|
3.59
|
|
|
3.73
|
|
|||||
Loans to deposits
|
|
90.49
|
|
|
85.13
|
|
|
82.64
|
|
|
77.39
|
|
|
76.46
|
|
|||||
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-performing loans to total loans
(2)
|
|
0.46
|
%
|
|
1.07
|
%
|
|
0.96
|
%
|
|
1.87
|
%
|
|
2.03
|
%
|
|||||
Non-performing assets to total assets
(3)
|
|
0.45
|
|
|
0.87
|
|
|
0.73
|
|
|
1.36
|
|
|
1.62
|
|
|||||
Allowance for loan and lease losses to total loans
|
|
1.09
|
|
|
1.31
|
|
|
1.21
|
|
|
1.96
|
|
|
2.15
|
|
|||||
Allowance for loan and lease losses to non-performing loans
(2)
|
|
234.81
|
|
|
122.43
|
|
|
126.34
|
|
|
104.87
|
|
|
106.17
|
|
|||||
Net loan charge-offs to average loans
|
|
0.09
|
|
|
0.04
|
|
|
0.18
|
|
|
0.16
|
|
|
(0.02
|
)
|
|||||
Liquidity and Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common equity tier 1 capital to risk-weighted assets
|
|
8.72
|
%
|
|
9.27
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 capital to risk-weighted assets
|
|
9.40
|
|
|
11.54
|
%
|
|
12.61
|
%
|
|
15.28
|
%
|
|
14.73
|
%
|
|||||
Total capital to risk-weighted assets
|
|
11.63
|
|
|
12.54
|
|
|
13.62
|
|
|
16.53
|
|
|
16.62
|
|
|||||
Tier 1 capital to average assets
|
|
8.38
|
|
|
10.40
|
|
|
10.47
|
|
|
11.22
|
|
|
10.50
|
|
|||||
Average equity to average assets
|
|
13.45
|
|
|
13.89
|
|
|
13.96
|
|
|
13.82
|
|
|
13.35
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Banking facilities
|
|
96
|
|
|
81
|
|
|
86
|
|
|
85
|
|
|
86
|
|
|||||
Full time equivalent employees
|
|
3,486
|
|
|
2,980
|
|
|
2,839
|
|
|
1,775
|
|
|
1,758
|
|
(1)
|
Net interest margin represents net interest income as a percentage of average interest earning assets.
|
(2)
|
Non-performing loans include loans accounted for on a non-accrual basis and accruing loans contractually past due 90 days or more as to interest or principal. Non-performing loans excludes purchased credit-impaired loans and loans held for sale. See Note 5 in the notes to consolidated financial statements contained under Item 8. Financial Statements and Supplementary Data.
|
(3)
|
Non-performing assets include non-performing loans, other real estate owned and other repossessed assets. Non-performing assets excludes purchased credit-impaired loans, loans held for sale, and other real estate owned related to FDIC transactions. See Note 5 in the notes to consolidated financial statements contained under Item 8. Financial Statements and Supplementary Data.
|
|
|
Three Months Ended 2016
|
|
Three Months Ended 2015
|
||||||||||||||||||||||||||||
|
|
December
|
|
September
|
|
June
|
|
March
|
|
December
|
|
September
|
|
June
|
|
March
|
||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
156,734
|
|
|
$
|
140,911
|
|
|
$
|
131,540
|
|
|
$
|
127,992
|
|
|
$
|
129,527
|
|
|
$
|
123,352
|
|
|
$
|
121,226
|
|
|
$
|
120,129
|
|
Interest expense
|
|
11,520
|
|
|
10,140
|
|
|
8,938
|
|
|
8,688
|
|
|
7,758
|
|
|
7,383
|
|
|
6,753
|
|
|
6,734
|
|
||||||||
Net interest income
|
|
145,214
|
|
|
130,771
|
|
|
122,602
|
|
|
119,304
|
|
|
121,769
|
|
|
115,969
|
|
|
114,473
|
|
|
113,395
|
|
||||||||
Provision for credit losses
|
|
2,622
|
|
|
6,549
|
|
|
2,829
|
|
|
7,563
|
|
|
6,758
|
|
|
5,358
|
|
|
4,296
|
|
|
4,974
|
|
||||||||
Net interest income after provision for credit losses
|
|
142,592
|
|
|
124,222
|
|
|
119,773
|
|
|
111,741
|
|
|
115,011
|
|
|
110,611
|
|
|
110,177
|
|
|
108,421
|
|
||||||||
Non-interest income
|
|
92,823
|
|
|
108,387
|
|
|
92,000
|
|
|
81,693
|
|
|
75,625
|
|
|
82,251
|
|
|
82,949
|
|
|
81,268
|
|
||||||||
Non-interest expenses
|
|
165,760
|
|
|
170,385
|
|
|
147,906
|
|
|
135,800
|
|
|
127,231
|
|
|
134,266
|
|
|
132,737
|
|
|
139,920
|
|
||||||||
Income before income taxes
|
|
69,655
|
|
|
62,224
|
|
|
63,867
|
|
|
57,634
|
|
|
63,405
|
|
|
58,596
|
|
|
60,389
|
|
|
49,769
|
|
||||||||
Income tax expense
|
|
22,464
|
|
|
17,805
|
|
|
20,455
|
|
|
18,520
|
|
|
19,798
|
|
|
18,318
|
|
|
19,437
|
|
|
15,658
|
|
||||||||
Net income
|
|
$
|
47,191
|
|
|
$
|
44,419
|
|
|
$
|
43,412
|
|
|
$
|
39,114
|
|
|
$
|
43,607
|
|
|
$
|
40,278
|
|
|
$
|
40,952
|
|
|
$
|
34,111
|
|
Dividends on preferred shares
|
|
2,005
|
|
|
2,004
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
||||||||
Net income available to common stockholders
|
|
$
|
45,186
|
|
|
$
|
42,415
|
|
|
$
|
41,412
|
|
|
$
|
37,114
|
|
|
$
|
41,607
|
|
|
$
|
38,278
|
|
|
$
|
38,952
|
|
|
$
|
32,111
|
|
Net interest margin
|
|
3.50
|
%
|
|
3.49
|
%
|
|
3.60
|
%
|
|
3.57
|
%
|
|
3.64
|
%
|
|
3.52
|
%
|
|
3.63
|
%
|
|
3.73
|
%
|
||||||||
Tax equivalent effect
|
|
0.17
|
|
|
0.19
|
|
|
0.21
|
|
|
0.22
|
|
|
0.22
|
|
|
0.21
|
|
|
0.21
|
|
|
0.20
|
|
||||||||
Net interest margin on a fully tax equivalent basis
|
|
3.67
|
%
|
|
3.68
|
%
|
|
3.81
|
%
|
|
3.79
|
%
|
|
3.86
|
%
|
|
3.73
|
%
|
|
3.84
|
%
|
|
3.93
|
%
|
||||||||
Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.54
|
|
|
$
|
0.55
|
|
|
$
|
0.56
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.43
|
|
Diluted earnings per common share
|
|
0.53
|
|
|
0.54
|
|
|
0.56
|
|
|
0.50
|
|
|
0.56
|
|
|
0.51
|
|
|
0.52
|
|
|
0.43
|
|
||||||||
Weighted average common shares outstanding
|
|
83,484,899
|
|
|
77,506,885
|
|
|
73,475,258
|
|
|
73,330,731
|
|
|
7,329,602
|
|
|
74,297,281
|
|
|
74,596,925
|
|
|
74,567,104
|
|
||||||||
Diluted weighted average common shares outstanding
|
|
84,674,181
|
|
|
78,683,170
|
|
|
74,180,374
|
|
|
73,966,935
|
|
|
73,953,165
|
|
|
75,029,827
|
|
|
75,296,029
|
|
|
75,164,716
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
|
Average
|
|
|
|
Yield/
|
|
Average
|
|
|
|
Yield/
|
|
Average
|
|
|
|
Yield/
|
|||||||||||||||
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|||||||||||||||
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans held for sale
|
|
$
|
771,384
|
|
|
$
|
26,450
|
|
|
3.43
|
%
|
|
$
|
740,975
|
|
|
$
|
26,804
|
|
|
3.62
|
%
|
|
$
|
231,555
|
|
|
$
|
8,676
|
|
|
3.75
|
%
|
Loans (1) (2) (3)
|
|
10,489,352
|
|
|
441,427
|
|
|
4.21
|
|
|
8,815,956
|
|
|
377,520
|
|
|
4.28
|
|
|
6,511,293
|
|
|
283,352
|
|
|
4.35
|
|
||||||
Loans exempt from federal income taxes (4)
|
|
368,108
|
|
|
17,109
|
|
|
4.57
|
|
|
331,323
|
|
|
14,335
|
|
|
4.27
|
|
|
319,890
|
|
|
13,880
|
|
|
4.34
|
|
||||||
Taxable investment securities
|
|
1,576,836
|
|
|
35,571
|
|
|
2.26
|
|
|
1,538,709
|
|
|
39,299
|
|
|
2.55
|
|
|
1,549,954
|
|
|
38,619
|
|
|
2.49
|
|
||||||
Investment securities exempt from federal income taxes (4)
|
|
1,331,323
|
|
|
64,649
|
|
|
4.86
|
|
|
1,282,909
|
|
|
63,037
|
|
|
4.91
|
|
|
1,034,274
|
|
|
53,524
|
|
|
5.18
|
|
||||||
Federal funds sold
|
|
37
|
|
|
0
|
|
|
1.00
|
|
|
70
|
|
|
1
|
|
|
0.99
|
|
|
6,575
|
|
|
25
|
|
|
0.38
|
|
||||||
Other interest bearing deposits
|
|
106,075
|
|
|
587
|
|
|
0.55
|
|
|
117,344
|
|
|
318
|
|
|
0.27
|
|
|
270,578
|
|
|
663
|
|
|
0.25
|
|
||||||
Total interest earning assets
|
|
14,643,115
|
|
|
$
|
585,793
|
|
|
4.00
|
|
|
12,827,286
|
|
|
$
|
521,314
|
|
|
4.06
|
|
|
9,924,119
|
|
|
$
|
398,739
|
|
|
4.02
|
|
|||
Non-interest earning assets
|
|
2,281,357
|
|
|
|
|
|
|
|
|
2,000,598
|
|
|
|
|
|
|
|
|
1,496,025
|
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
16,924,472
|
|
|
|
|
|
|
|
|
$
|
14,827,884
|
|
|
|
|
|
|
|
|
$
|
11,420,144
|
|
|
|
|
|
|
|
|||
Interest Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NOW and money market deposit
|
|
$
|
4,185,129
|
|
|
$
|
9,027
|
|
|
0.22
|
%
|
|
$
|
4,053,848
|
|
|
$
|
7,060
|
|
|
0.17
|
%
|
|
$
|
3,291,808
|
|
|
$
|
4,815
|
|
|
0.15
|
%
|
Savings deposit
|
|
1,053,429
|
|
|
837
|
|
|
0.08
|
|
|
962,221
|
|
|
502
|
|
|
0.05
|
|
|
893,861
|
|
|
453
|
|
|
0.05
|
|
||||||
Time deposits
|
|
1,903,503
|
|
|
15,715
|
|
|
0.83
|
|
|
1,769,979
|
|
|
12,096
|
|
|
0.68
|
|
|
1,704,921
|
|
|
11,759
|
|
|
0.69
|
|
||||||
Short-term borrowings
|
|
1,131,560
|
|
|
4,195
|
|
|
0.37
|
|
|
933,530
|
|
|
1,412
|
|
|
0.15
|
|
|
404,305
|
|
|
780
|
|
|
0.19
|
|
||||||
Long-term borrowings and junior subordinated notes
|
|
589,559
|
|
|
9,512
|
|
|
1.59
|
|
|
297,990
|
|
|
7,558
|
|
|
2.50
|
|
|
251,483
|
|
|
6,518
|
|
|
2.56
|
|
||||||
Total interest bearing liabilities
|
|
8,863,180
|
|
|
$
|
39,286
|
|
|
0.44
|
|
|
8,017,568
|
|
|
$
|
28,628
|
|
|
0.36
|
|
|
6,546,378
|
|
|
$
|
24,325
|
|
|
0.37
|
|
|||
Non-interest bearing deposits
|
|
5,351,197
|
|
|
|
|
|
|
|
|
4,381,030
|
|
|
|
|
|
|
|
|
3,029,464
|
|
|
|
|
|
|
|
||||||
Other non-interest bearing liabilities
|
|
433,202
|
|
|
|
|
|
|
|
|
370,374
|
|
|
|
|
|
|
|
|
249,702
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
2,276,893
|
|
|
|
|
|
|
|
|
2,058,912
|
|
|
|
|
|
|
|
|
1,594,600
|
|
|
|
|
|
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
16,924,472
|
|
|
|
|
|
|
|
|
$
|
14,827,884
|
|
|
|
|
|
|
|
|
$
|
11,420,144
|
|
|
|
|
|
|
|
|||
Net interest income/interest rate spread (5)
|
|
|
|
|
$
|
546,507
|
|
|
3.56
|
%
|
|
|
|
|
$
|
492,686
|
|
|
3.70
|
%
|
|
|
|
|
$
|
374,414
|
|
|
3.65
|
%
|
|||
Less: taxable equivalent adjustment
|
|
|
|
|
28,616
|
|
|
|
|
|
|
|
|
27,080
|
|
|
|
|
|
|
|
|
23,591
|
|
|
|
|
||||||
Net interest income, as reported
|
|
|
|
|
$
|
517,891
|
|
|
|
|
|
|
|
|
$
|
465,606
|
|
|
|
|
|
|
|
|
$
|
350,823
|
|
|
|
|
|||
Net interest margin (6)
|
|
|
|
|
|
|
|
3.54
|
%
|
|
|
|
|
|
|
|
3.63
|
%
|
|
|
|
|
|
|
|
3.54
|
%
|
||||||
Tax equivalent effect
|
|
|
|
|
|
|
|
0.19
|
%
|
|
|
|
|
|
|
|
0.21
|
%
|
|
|
|
|
|
|
|
0.23
|
%
|
||||||
Net interest margin on a fully tax equivalent basis (6)
|
|
|
|
|
|
|
|
3.73
|
%
|
|
|
|
|
|
|
|
3.84
|
%
|
|
|
|
|
|
|
|
3.77
|
%
|
||||||
Effect of acquisition accounting discount accretion on loans acquired through bank mergers
|
|
|
|
|
|
(0.21
|
)%
|
|
|
|
|
|
(0.28
|
)%
|
|
|
|
|
|
(0.18
|
)%
|
||||||||||||
Net interest margin on a fully tax equivalent basis, excluding the effect of acquisition accounting discount accretion on loans acquired through bank mergers
|
|
|
|
|
|
3.52
|
%
|
|
|
|
|
|
3.56
|
%
|
|
|
|
|
|
3.59
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||||||||
|
|
Change
Due to
Volume
|
|
Change
Due to
Rate
|
|
Total
Change
|
|
Change
Due to
Volume
|
|
Change
Due to
Rate
|
|
Total
Change
|
||||||||||||
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans held for sale
|
|
$
|
1,075
|
|
|
$
|
(1,429
|
)
|
|
$
|
(354
|
)
|
|
$
|
18,438
|
|
|
$
|
(310
|
)
|
|
$
|
18,128
|
|
Loans
|
|
70,524
|
|
|
(6,617
|
)
|
|
63,907
|
|
|
98,762
|
|
|
(4,594
|
)
|
|
94,168
|
|
||||||
Loans exempt from federal income taxes
(1)
|
|
1,664
|
|
|
1,110
|
|
|
2,774
|
|
|
493
|
|
|
(38
|
)
|
|
455
|
|
||||||
Taxable investment securities
|
|
954
|
|
|
(4,682
|
)
|
|
(3,728
|
)
|
|
(282
|
)
|
|
962
|
|
|
680
|
|
||||||
Investment securities exempt from federal income taxes
(1)
|
|
2,358
|
|
|
(746
|
)
|
|
1,612
|
|
|
12,330
|
|
|
(2,817
|
)
|
|
9,513
|
|
||||||
Federal funds sold
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(43
|
)
|
|
19
|
|
|
(24
|
)
|
||||||
Other interest bearing deposits
|
|
(33
|
)
|
|
302
|
|
|
269
|
|
|
(409
|
)
|
|
64
|
|
|
(345
|
)
|
||||||
Total increase (decrease) in interest income
|
|
76,541
|
|
|
(12,062
|
)
|
|
64,479
|
|
|
129,289
|
|
|
(6,714
|
)
|
|
122,575
|
|
||||||
Interest Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NOW and money market deposit accounts
|
|
235
|
|
|
1,732
|
|
|
1,967
|
|
|
1,231
|
|
|
1,014
|
|
|
2,245
|
|
||||||
Savings deposits
|
|
51
|
|
|
284
|
|
|
335
|
|
|
36
|
|
|
13
|
|
|
49
|
|
||||||
Time deposits
|
|
963
|
|
|
2,656
|
|
|
3,619
|
|
|
446
|
|
|
(109
|
)
|
|
337
|
|
||||||
Short-term borrowings
|
|
355
|
|
|
2,428
|
|
|
2,783
|
|
|
831
|
|
|
(199
|
)
|
|
632
|
|
||||||
Long-term borrowings and junior subordinated notes
|
|
5,433
|
|
|
(3,479
|
)
|
|
1,954
|
|
|
1,183
|
|
|
(143
|
)
|
|
1,040
|
|
||||||
Total increase (decrease) in interest expense
|
|
7,037
|
|
|
3,621
|
|
|
10,658
|
|
|
3,727
|
|
|
576
|
|
|
4,303
|
|
||||||
Total increase (decrease) in net interest income
|
|
$
|
69,504
|
|
|
$
|
(15,683
|
)
|
|
$
|
53,821
|
|
|
$
|
125,562
|
|
|
$
|
(7,290
|
)
|
|
$
|
118,272
|
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
|||||||
Non-interest income:
|
|
|
|
|
|
|
|
|
|||||||
Mortgage banking revenue
|
|
$
|
148,469
|
|
|
$
|
117,426
|
|
|
$
|
31,043
|
|
|
26.4
|
%
|
Lease financing, net
|
|
73,486
|
|
|
76,581
|
|
|
(3,095
|
)
|
|
(4.0
|
)
|
|||
Commercial deposit and treasury management fees
|
|
50,620
|
|
|
45,283
|
|
|
5,337
|
|
|
11.8
|
|
|||
Trust and asset management fees
|
|
32,872
|
|
|
23,545
|
|
|
9,327
|
|
|
39.6
|
|
|||
Card fees
|
|
16,071
|
|
|
15,322
|
|
|
749
|
|
|
4.9
|
|
|||
Capital markets and international banking fees
|
|
13,332
|
|
|
8,148
|
|
|
5,184
|
|
|
63.6
|
|
|||
Consumer and other deposit service fees
|
|
13,308
|
|
|
13,282
|
|
|
26
|
|
|
0.2
|
|
|||
Brokerage fees
|
|
4,654
|
|
|
5,754
|
|
|
(1,100
|
)
|
|
(19.1
|
)
|
|||
Loan service fees
|
|
7,457
|
|
|
6,259
|
|
|
1,198
|
|
|
19.1
|
|
|||
Increase in cash surrender value of life insurance
|
|
4,075
|
|
|
3,391
|
|
|
684
|
|
|
20.2
|
|
|||
Net gain (loss) on investment securities
|
|
447
|
|
|
(176
|
)
|
|
623
|
|
|
(354.0
|
)
|
|||
Net loss on disposal of other assets
|
|
(794
|
)
|
|
(2
|
)
|
|
(792
|
)
|
|
NM
|
||||
Other operating income
|
|
10,906
|
|
|
7,280
|
|
|
3,626
|
|
|
49.8
|
|
|||
Total non-interest income
|
|
$
|
374,903
|
|
|
$
|
322,093
|
|
|
$
|
52,810
|
|
|
16.4
|
%
|
•
|
Mortgage banking revenue
increased
due to higher gain on sale margin and higher mortgage servicing fees
.
|
•
|
Leasing revenues
decreased
due to lower residual gains partly offset by higher fees from the sale of third-party equipment maintenance contracts.
|
•
|
Commercial deposit and treasury management fees
increased
due to new customer activity as well as the increased customer base as a result of the American Chartered merger.
|
•
|
Trust and asset management fees
increased
due to the addition of new customers as well as the acquisitions of MSA on December 31, 2015 and the Illinois court-appointed guardianship and special needs trust business in the third quarter of 2015.
|
•
|
Capital markets and international banking services fees
increased
due to higher swap, M&A advisory and syndication fees.
|
•
|
Other operating income increased due to higher earnings from investments in Small Business Investment Companies.
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
|||||||
Non-interest income:
|
|
|
|
|
|
|
|
|
|||||||
Mortgage banking revenue
|
|
$
|
117,426
|
|
|
$
|
46,149
|
|
|
$
|
71,277
|
|
|
154.4
|
%
|
Lease financing, net
|
|
76,581
|
|
|
64,310
|
|
|
12,271
|
|
|
19.1
|
|
|||
Commercial deposit and treasury management fees
|
|
45,283
|
|
|
34,315
|
|
|
10,968
|
|
|
32.0
|
|
|||
Trust and asset management fees
|
|
23,545
|
|
|
21,839
|
|
|
1,706
|
|
|
7.8
|
|
|||
Card fees
|
|
15,322
|
|
|
13,741
|
|
|
1,581
|
|
|
11.5
|
|
|||
Capital markets and international banking fees
|
|
8,148
|
|
|
5,458
|
|
|
2,690
|
|
|
49.3
|
|
|||
Consumer and other deposit service fees
|
|
13,282
|
|
|
12,788
|
|
|
494
|
|
|
3.9
|
|
|||
Brokerage fees
|
|
5,754
|
|
|
5,176
|
|
|
578
|
|
|
11.2
|
|
|||
Loan service fees
|
|
6,259
|
|
|
4,814
|
|
|
1,445
|
|
|
30.0
|
|
|||
Increase in cash surrender value of life insurance
|
|
3,391
|
|
|
3,381
|
|
|
10
|
|
|
0.3
|
|
|||
Net loss on investment securities
|
|
(176
|
)
|
|
(2,525
|
)
|
|
2,349
|
|
|
(93.0
|
)
|
|||
Net (loss) gain on disposal of other assets
|
|
(2
|
)
|
|
3,452
|
|
|
(3,454
|
)
|
|
(100.1
|
)
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
1,895
|
|
|
(1,895
|
)
|
|
(100.0
|
)
|
|||
Other operating income
|
|
7,280
|
|
|
6,512
|
|
|
768
|
|
|
11.8
|
|
|||
Total non-interest income
|
|
$
|
322,093
|
|
|
$
|
221,305
|
|
|
$
|
100,788
|
|
|
45.5
|
%
|
•
|
Mortgage banking revenue increased due to mortgage operations acquired through the Taylor Capital merger.
|
•
|
Leasing revenues increased due to higher fees and promotional revenue from the sale of third-party equipment maintenance contracts and higher lease residual realization.
|
•
|
Commercial deposit and treasury management fees increased due to new customer activity as well as the increased customer base as a result of the Taylor Capital merger.
|
•
|
Trust and asset management fees increased due to the addition of new customers.
|
•
|
Card fees increased due to a new payroll prepaid card program that started in the second quarter of 2014 as well as higher debit and credit card fees. This increase was partly offset by the impact from being subject to the Durbin amendment of the Dodd-Frank Act for the first time in the third quarter of 2015, which decreased card fees by approximately $2.4 million in 2015.
|
•
|
Capital markets and international banking services fees increased due to higher swap and syndication fees partly offset by a decrease in M&A advisory fees.
|
•
|
Net loss on investment securities decreased compared to 2014. The Company recognized a net loss of
$3.2 million
in the third quarter of 2014 as a result of the balance sheet repositioning following the Taylor Capital merger.
|
•
|
The Company recognized a $3.5 million gain on the disposal of other assets resulting from the sale of branch property in the fourth quarter of 2014.
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
|||||||
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
|
$
|
400,501
|
|
|
$
|
343,531
|
|
|
$
|
56,970
|
|
|
16.6
|
%
|
Occupancy and equipment expense
|
|
57,130
|
|
|
50,510
|
|
|
6,620
|
|
|
13.1
|
|
|||
Computer services and telecommunication expense
|
|
43,468
|
|
|
34,453
|
|
|
9,015
|
|
|
26.2
|
|
|||
Advertising and marketing expense
|
|
11,971
|
|
|
10,072
|
|
|
1,899
|
|
|
18.9
|
|
|||
Professional and legal expense
|
|
12,879
|
|
|
11,053
|
|
|
1,826
|
|
|
16.5
|
|
|||
Other intangibles amortization expense
|
|
7,305
|
|
|
6,115
|
|
|
1,190
|
|
|
19.5
|
|
|||
Branch exit and facilities impairment charges
|
|
(2,709
|
)
|
|
8,515
|
|
|
(11,224
|
)
|
|
(131.8
|
)
|
|||
Net (gain) loss recognized on other real estate owned and other related expense
|
|
(1,599
|
)
|
|
1,468
|
|
|
(3,067
|
)
|
|
(208.9
|
)
|
|||
Prepayment fees on interest bearing liabilities
|
|
—
|
|
|
85
|
|
|
(85
|
)
|
|
(100.0
|
)
|
|||
Other operating expenses
|
|
90,905
|
|
|
68,352
|
|
|
22,553
|
|
|
33.0
|
|
|||
Total non-interest expenses
|
|
$
|
619,851
|
|
|
$
|
534,154
|
|
|
$
|
85,697
|
|
|
16.0
|
%
|
•
|
Salaries and employee benefits expense
increased
due to the following:
|
•
|
Salaries expense increased due to new hires, annual pay increases effective in the beginning of the second quarter and increased staff from the American Chartered merger and the acquisition of MSA.
|
•
|
Bonus expense increased based on company performance in 2016 as well as the increase in staff.
|
•
|
Other salaries and benefits expense increased due to increased temporary help in our IT, mortgage and other support areas as well as higher 401(k) match and profit sharing contribution expense and payroll taxes as a result of the increase in staff.
|
•
|
Occupancy and equipment expense
increased
due to higher depreciation, property tax and rental operating expenses as a result of the acquisition of MSA and the American Chartered merger as well as new offices opened within our Mortgage Banking Segment.
|
•
|
Computer services and telecommunication expense
increased
due to higher processing costs as a result of the increased customer base, from organic growth and the American Chartered merger, and investments in systems.
|
•
|
Advertising and marketing expense
increased
due to increased brand awareness advertising.
|
•
|
Professional and legal expense
increased
due to increased litigation and consulting fees.
|
•
|
Other intangible amortization expense was higher due to the customer and core deposit intangibles recorded as a result of the acquisition of MSA and the American Chartered merger, respectively.
|
•
|
Branch exit and facilities impairment charges decreased as a result of a reversal of an exit cost due to a favorable lease termination on a branch acquired through the Taylor Capital merger.
|
•
|
Non-interest expense was also impacted by higher gains recognized on other real estate owned properties.
|
•
|
Other operating expenses
increased
due to higher FDIC premiums (as a result of MB Financial Bank, N.A. (the "Bank") exceeding $10 billion in assets), filing and other loan expense and card expenses (higher rewards and product development expense) as well as the contingent consideration expense related to our December 2012 acquisition of Celtic and a $4.0 million charitable contribution.
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
|||||||
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
|
$
|
343,531
|
|
|
$
|
255,974
|
|
|
$
|
87,557
|
|
|
34.2
|
%
|
Occupancy and equipment expense
|
|
50,510
|
|
|
44,910
|
|
|
5,600
|
|
|
12.5
|
|
|||
Computer services and telecommunication expense
|
|
34,453
|
|
|
31,678
|
|
|
2,775
|
|
|
8.8
|
|
|||
Advertising and marketing expense
|
|
10,072
|
|
|
8,854
|
|
|
1,218
|
|
|
13.8
|
|
|||
Professional and legal expense
|
|
11,053
|
|
|
14,652
|
|
|
(3,599
|
)
|
|
(24.6
|
)
|
|||
Other intangibles amortization expense
|
|
6,115
|
|
|
5,501
|
|
|
614
|
|
|
11.2
|
|
|||
Branch exit and facilities impairment charges
|
|
8,515
|
|
|
2,270
|
|
|
6,245
|
|
|
275.1
|
|
|||
Net loss recognized on other real estate owned and other related expense
|
|
1,468
|
|
|
3,575
|
|
|
(2,107
|
)
|
|
(58.9
|
)
|
|||
Prepayment fees on interest bearing liabilities
|
|
85
|
|
|
—
|
|
|
85
|
|
|
100.0
|
|
|||
Other operating expenses
|
|
68,352
|
|
|
69,368
|
|
|
(1,016
|
)
|
|
(1.5
|
)
|
|||
Total non-interest expenses
|
|
$
|
534,154
|
|
|
$
|
436,782
|
|
|
$
|
97,372
|
|
|
22.3
|
%
|
•
|
Salaries and employee benefits increased due to the full year impact of the increased staff from the Taylor Capital merger, annual salary increases, increase in incentive expense and higher health insurance costs.
|
•
|
Occupancy and equipment expense increased due to the full year impact of the additional offices acquired in the Taylor Capital merger.
|
•
|
Computer services and telecommunication expenses increased due to an increase in spending on IT security and other IT projects.
|
•
|
Advertising and marketing expense was higher due to increased advertising and sponsorships.
|
•
|
Professional and legal expense decreased due to less merger related legal expense.
|
•
|
Branch exit and facilities impairment charges increased primarily due to branch exit charges on facilities we closed in connection with the Taylor Capital merger. As discussed above in the comparison of 2016 to 2015, a portion of these charges were reversed in 2016.
|
•
|
Net loss recognized on other real estate owned and other related expense decreased due to lower losses recognized on other real estate owned.
|
•
|
Other operating expense decreased primarily as a result of the reversal of an accrual for a potential contingent loss we assumed in connection with the Taylor Capital merger that was no longer required. This was for a previously disclosed matter related to a former deposit program relationship that Taylor Capital’s subsidiary bank, Cole Taylor Bank, had with an organization that provides electronic financial disbursements and payment services to the higher education industry. This decrease was partially offset by an increase in filing and other loan expense and higher FDIC assessments due to our larger balance sheet.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Merger related and repositioning expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
$
|
13,327
|
|
|
$
|
(176
|
)
|
|
$
|
16,289
|
|
Occupancy and equipment expense
|
|
207
|
|
|
275
|
|
|
743
|
|
|||
Computer services and telecommunication expense
|
|
4,702
|
|
|
306
|
|
|
6,892
|
|
|||
Advertising and marketing expense
|
|
123
|
|
|
2
|
|
|
544
|
|
|||
Professional and legal expense
|
|
2,037
|
|
|
2,460
|
|
|
7,110
|
|
|||
Branch exit and facilities impairment charges
|
|
(2,864
|
)
|
|
8,515
|
|
|
2,270
|
|
|||
Contingent consideration expense - Celtic acquisition
(1)
|
|
3,703
|
|
|
—
|
|
|
10,600
|
|
|||
Other operating expenses
|
|
2,477
|
|
|
(5,876
|
)
|
|
975
|
|
|||
Total merger related and repositioning expenses
|
|
$
|
23,712
|
|
|
$
|
5,506
|
|
|
$
|
45,423
|
|
(1)
|
Resides in other operating expenses in the consolidated statements of operations.
|
•
|
Cash and cash equivalents
increased
by
$82.0 million
, or
21.5%
, from
December 31, 2015
to
$463.5 million
at
December 31, 2016
.
|
•
|
Investment securities
decreased
$20.8 million
, or
0.7%
, from
December 31, 2015
to
$2.9 billion
at
December 31, 2016
mostly as a result of principal payments on our mortgage-backed securities.
|
•
|
Gross loans, excluding purchased credit-impaired loans and loans held for sale,
increased
from
December 31, 2015
to
December 31, 2016
by
$3.0 billion
, or
30.6%
, due to the loans acquired in the American Chartered merger and organic growth.
|
•
|
Lease investments, net, increased by
$99.6 million
, or
47.1%
, due to increased originations of operating leases.
|
•
|
Goodwill increased by
$276.0 million
, or
38.1%
, due to the American Chartered merger.
|
•
|
Total deposits
increased
by
$2.6 billion
, or
22.6%
, to
$14.1 billion
at
December 31, 2016
from
$11.5 billion
at
December 31, 2015
, due to the deposits assumed in the American Chartered merger and organic growth in low cost deposits.
|
•
|
Non-interest bearing deposits
increased
by
$1.8 billion
, or
38.5%
, from
December 31, 2015
to
$6.4 billion
at
December 31, 2016
and comprised
45%
of total deposits at
December 31, 2016
compared to
40%
at
December 31, 2015
.
|
•
|
Total borrowings
increased
by
$499.6 million
, or
31.4%
, to
$2.1 billion
at
December 31, 2016
. The increase in total borrowings was primarily due to the increase in short-term FHLB advances.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||||||
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
23,267
|
|
|
$
|
23,415
|
|
|
$
|
63,805
|
|
|
$
|
64,611
|
|
|
$
|
64,612
|
|
|
$
|
65,873
|
|
States and political subdivisions
|
|
376,541
|
|
|
391,365
|
|
|
373,285
|
|
|
396,367
|
|
|
390,076
|
|
|
410,854
|
|
||||||
Residential mortgage-backed securities
|
|
988,744
|
|
|
983,684
|
|
|
759,816
|
|
|
763,549
|
|
|
713,413
|
|
|
720,563
|
|
||||||
Commercial mortgage-backed securities
|
|
91,949
|
|
|
93,008
|
|
|
128,509
|
|
|
130,107
|
|
|
186,110
|
|
|
187,662
|
|
||||||
Corporate bonds
|
|
193,164
|
|
|
193,895
|
|
|
222,784
|
|
|
219,628
|
|
|
259,526
|
|
|
259,203
|
|
||||||
Equity securities
|
|
11,000
|
|
|
10,828
|
|
|
10,757
|
|
|
10,761
|
|
|
10,531
|
|
|
10,597
|
|
||||||
Total Available for Sale
|
|
1,684,665
|
|
|
1,696,195
|
|
|
1,558,956
|
|
|
1,585,023
|
|
|
1,624,268
|
|
|
1,654,752
|
|
||||||
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
States and political subdivisions
|
|
910,608
|
|
|
929,178
|
|
|
1,016,519
|
|
|
1,052,755
|
|
|
752,558
|
|
|
782,265
|
|
||||||
Residential mortgage-backed securities
|
|
159,142
|
|
|
164,562
|
|
|
214,291
|
|
|
222,012
|
|
|
240,822
|
|
|
252,796
|
|
||||||
Total Held to Maturity
|
|
1,069,750
|
|
|
1,093,740
|
|
|
1,230,810
|
|
|
1,274,767
|
|
|
993,380
|
|
|
1,035,061
|
|
||||||
Total
|
|
$
|
2,754,415
|
|
|
$
|
2,789,935
|
|
|
$
|
2,789,766
|
|
|
$
|
2,859,790
|
|
|
$
|
2,617,648
|
|
|
$
|
2,689,813
|
|
|
|
Due in One
Year or Less
|
|
Due after One
Year through
Five Years
|
|
Due after Five
Years through
Ten Years
|
|
Due after
Ten Years
|
||||||||||||||||||||
|
|
Balance
|
|
Weighted
Average
Yield
|
|
Balance
|
|
Weighted
Average
Yield
|
|
Balance
|
|
Weighted
Average
Yield
|
|
Balance
|
|
Weighted
Average
Yield
|
||||||||||||
Available for sale (fair value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
23,415
|
|
|
1.63
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
States and political subdivision
(1)
|
|
4,816
|
|
|
1.66
|
|
|
80,573
|
|
|
3.08
|
|
|
44,873
|
|
|
2.46
|
|
|
261,103
|
|
|
3.52
|
|
||||
Residential mortgage-backed securities
(2)
|
|
65
|
|
|
1.85
|
|
|
13,057
|
|
|
1.80
|
|
|
282,937
|
|
|
1.88
|
|
|
687,625
|
|
|
1.67
|
|
||||
Commercial mortgage-backed securities
(2)
|
|
15
|
|
|
1.81
|
|
|
57,050
|
|
|
2.70
|
|
|
—
|
|
|
—
|
|
|
35,943
|
|
|
3.77
|
|
||||
Corporate bonds
|
|
62,608
|
|
|
2.59
|
|
|
131,287
|
|
|
2.75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,828
|
|
|
2.11
|
|
||||
Total Available for Sale
|
|
67,504
|
|
|
2.53
|
|
|
305,382
|
|
|
2.70
|
|
|
327,810
|
|
|
1.96
|
%
|
|
995,499
|
|
|
2.28
|
|
||||
Held to maturity (amortized cost)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
States and political subdivision
(1)
|
|
69,289
|
|
|
1.69
|
|
|
136,426
|
|
|
2.68
|
|
|
166,101
|
|
|
3.24
|
|
|
538,792
|
|
|
3.07
|
|
||||
Residential mortgage-backed securities
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,142
|
|
|
4.77
|
|
||||
Total Held to Maturity
|
|
69,289
|
|
|
1.69
|
|
|
136,426
|
|
|
2.68
|
|
|
166,101
|
|
|
3.24
|
|
|
697,934
|
|
|
3.46
|
|
||||
Total
|
|
$
|
136,793
|
|
|
2.10
|
%
|
|
$
|
441,808
|
|
|
2.69
|
%
|
|
$
|
493,911
|
|
|
2.40
|
%
|
|
$
|
1,693,433
|
|
|
2.77
|
%
|
|
|
At December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|||||||||||||||
Commercial related loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
|
$
|
4,346,506
|
|
|
34
|
%
|
|
$
|
3,616,286
|
|
|
37
|
%
|
|
$
|
3,245,206
|
|
|
36
|
%
|
|
$
|
1,281,377
|
|
|
22
|
%
|
|
$
|
1,220,472
|
|
|
21
|
%
|
Commercial collateralized by assignment of lease payments
|
|
2,002,976
|
|
|
16
|
|
|
1,779,072
|
|
|
18
|
|
|
1,692,258
|
|
|
18
|
|
|
1,494,188
|
|
|
26
|
|
|
1,303,020
|
|
|
23
|
|
|||||
Commercial real estate
|
|
3,788,016
|
|
|
29
|
|
|
2,695,676
|
|
|
27
|
|
|
2,544,867
|
|
|
28
|
|
|
1,647,700
|
|
|
29
|
|
|
1,761,832
|
|
|
30
|
|
|||||
Construction real estate
|
|
518,562
|
|
|
4
|
|
|
252,060
|
|
|
3
|
|
|
247,068
|
|
|
3
|
|
|
141,253
|
|
|
3
|
|
|
110,261
|
|
|
2
|
|
|||||
Total commercial related loans
|
|
10,656,060
|
|
|
83
|
|
|
8,343,094
|
|
|
85
|
|
|
7,729,399
|
|
|
85
|
|
|
4,564,518
|
|
|
80
|
|
|
4,395,585
|
|
|
76
|
|
|||||
Other loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential real estate
|
|
1,060,828
|
|
|
8
|
|
|
628,169
|
|
|
6
|
|
|
503,287
|
|
|
5
|
|
|
314,440
|
|
|
5
|
|
|
314,359
|
|
|
5
|
|
|||||
Indirect vehicle
|
|
541,680
|
|
|
4
|
|
|
384,095
|
|
|
4
|
|
|
268,840
|
|
|
3
|
|
|
262,632
|
|
|
5
|
|
|
208,633
|
|
|
4
|
|
|||||
Home equity
|
|
266,377
|
|
|
2
|
|
|
216,573
|
|
|
2
|
|
|
251,909
|
|
|
3
|
|
|
268,289
|
|
|
5
|
|
|
305,186
|
|
|
5
|
|
|||||
Other consumer
|
|
80,781
|
|
|
1
|
|
|
80,661
|
|
|
1
|
|
|
78,137
|
|
|
1
|
|
|
66,952
|
|
|
1
|
|
|
93,317
|
|
|
2
|
|
|||||
Total other loans
|
|
1,949,666
|
|
|
15
|
|
|
1,309,498
|
|
|
13
|
|
|
1,102,173
|
|
|
12
|
|
|
912,313
|
|
|
16
|
|
|
921,495
|
|
|
16
|
|
|||||
Gross loans, excluding purchased credit-impaired loans
|
|
12,605,726
|
|
|
98
|
|
|
9,652,592
|
|
|
98
|
|
|
8,831,572
|
|
|
97
|
|
|
5,476,831
|
|
|
96
|
|
|
5,317,080
|
|
|
92
|
|
|||||
Purchased credit-impaired loans
|
|
163,077
|
|
|
2
|
|
|
141,406
|
|
|
2
|
|
|
251,645
|
|
|
3
|
|
|
235,720
|
|
|
4
|
|
|
449,850
|
|
|
8
|
|
|||||
Total loans
|
|
$
|
12,768,803
|
|
|
100
|
%
|
|
$
|
9,793,998
|
|
|
100
|
%
|
|
$
|
9,083,217
|
|
|
100
|
%
|
|
$
|
5,712,551
|
|
|
100
|
%
|
|
$
|
5,766,930
|
|
|
100
|
%
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
|
|
Legacy
(1)
|
Acquired
(2)
|
Total
|
|
% of
Total
|
|
Legacy
(1)
|
Acquired
(2)
|
Total
|
|
% of
Total
|
||||||||||||||
Commercial related credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$
|
3,548,747
|
|
$
|
797,759
|
|
$
|
4,346,506
|
|
|
34
|
%
|
|
$
|
2,908,158
|
|
$
|
708,128
|
|
$
|
3,616,286
|
|
|
37
|
%
|
Commercial loans collateralized by assignment of lease payments
|
|
1,898,857
|
|
104,119
|
|
2,002,976
|
|
|
16
|
|
|
1,687,421
|
|
91,651
|
|
1,779,072
|
|
|
18
|
|
||||||
Commercial real estate
|
|
2,509,314
|
|
1,278,702
|
|
3,788,016
|
|
|
29
|
|
|
2,040,339
|
|
655,337
|
|
2,695,676
|
|
|
27
|
|
||||||
Construction real estate
|
|
503,226
|
|
15,336
|
|
518,562
|
|
|
4
|
|
|
238,918
|
|
13,142
|
|
252,060
|
|
|
3
|
|
||||||
Total commercial related credits
|
|
8,460,144
|
|
2,195,916
|
|
10,656,060
|
|
|
83
|
|
|
6,874,836
|
|
1,468,258
|
|
8,343,094
|
|
|
85
|
|
||||||
Other loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate
|
|
775,576
|
|
285,252
|
|
1,060,828
|
|
|
8
|
|
|
466,794
|
|
161,375
|
|
628,169
|
|
|
6
|
|
||||||
Indirect vehicle
|
|
539,916
|
|
1,764
|
|
541,680
|
|
|
4
|
|
|
382,000
|
|
2,095
|
|
384,095
|
|
|
4
|
|
||||||
Home equity
|
|
179,886
|
|
86,491
|
|
266,377
|
|
|
2
|
|
|
202,231
|
|
14,342
|
|
216,573
|
|
|
2
|
|
||||||
Other consumer loans
|
|
80,028
|
|
753
|
|
80,781
|
|
|
1
|
|
|
80,329
|
|
332
|
|
80,661
|
|
|
1
|
|
||||||
Total other loans
|
|
1,575,406
|
|
374,260
|
|
1,949,666
|
|
|
15
|
|
|
1,131,354
|
|
178,144
|
|
1,309,498
|
|
|
13
|
|
||||||
Total loans excluding purchased credit-impaired loans
|
|
10,035,550
|
|
2,570,176
|
|
12,605,726
|
|
|
98
|
|
|
8,006,190
|
|
1,646,402
|
|
9,652,592
|
|
|
98
|
|
||||||
Purchased credit-impaired loans
|
|
96,169
|
|
66,908
|
|
163,077
|
|
|
2
|
|
|
92,429
|
|
48,977
|
|
141,406
|
|
|
2
|
|
||||||
Total loans
|
|
$
|
10,131,719
|
|
$
|
2,637,084
|
|
$
|
12,768,803
|
|
|
100
|
%
|
|
$
|
8,098,619
|
|
$
|
1,695,379
|
|
$
|
9,793,998
|
|
|
100
|
%
|
(1)
|
Legacy loans include all loans other than those acquired through the Taylor Capital and American Chartered mergers, including loans acquired in connection with our FDIC-assisted transactions and our other acquisition transactions, as well as new loans originated subsequent to the Taylor Capital and American Chartered mergers and Taylor Capital and American Chartered loans that have been renewed.
|
(2)
|
Represents loans acquired through the Taylor Capital and American Chartered mergers that have not yet been renewed. These balances will decrease to zero over time.
|
|
|
|
|
Due in One Year
Or Less
|
|
Due after One Year
Through Five Years
|
|
Due after
Five Years
|
|
|
||||||||||||||||||||||
|
|
Non-Performing
|
|
Fixed
|
|
Floating
|
|
Fixed
|
|
Floating
|
|
Fixed
|
|
Floating
|
|
|
||||||||||||||||
|
|
Loans
(1)
|
|
Rate
(2)
|
|
Rate
(2)
|
|
Rate
(2)
|
|
Rate
(2)
|
|
Rate
(2)
|
|
Rate
(2)
|
|
Total
|
||||||||||||||||
Commercial loans
|
|
$
|
12,628
|
|
|
$
|
115,836
|
|
|
$
|
1,619,941
|
|
|
$
|
357,382
|
|
|
$
|
1,915,199
|
|
|
$
|
105,226
|
|
|
$
|
220,294
|
|
|
$
|
4,346,506
|
|
Commercial loans collateralized by assignment of lease payments
|
|
2,561
|
|
|
149,572
|
|
|
7,789
|
|
|
1,686,818
|
|
|
9,885
|
|
|
145,577
|
|
|
774
|
|
|
2,002,976
|
|
||||||||
Commercial real estate
|
|
11,767
|
|
|
249,046
|
|
|
412,059
|
|
|
1,030,682
|
|
|
1,409,697
|
|
|
235,778
|
|
|
438,987
|
|
|
3,788,016
|
|
||||||||
Construction real estate
|
|
—
|
|
|
8,320
|
|
|
148,527
|
|
|
1,601
|
|
|
289,109
|
|
|
7,467
|
|
|
63,538
|
|
|
518,562
|
|
||||||||
Residential real estate
|
|
16,773
|
|
|
18,500
|
|
|
7,850
|
|
|
3,937
|
|
|
683
|
|
|
186,616
|
|
|
826,469
|
|
|
1,060,828
|
|
||||||||
Indirect vehicle
|
|
2,365
|
|
|
2,590
|
|
|
—
|
|
|
165,194
|
|
|
—
|
|
|
371,531
|
|
|
—
|
|
|
541,680
|
|
||||||||
Home equity
|
|
13,187
|
|
|
531
|
|
|
33,271
|
|
|
11,765
|
|
|
74,572
|
|
|
33,410
|
|
|
99,641
|
|
|
266,377
|
|
||||||||
Other consumer loans
|
|
71
|
|
|
3,231
|
|
|
18,064
|
|
|
29,842
|
|
|
15,491
|
|
|
53
|
|
|
14,029
|
|
|
80,781
|
|
||||||||
Purchased credit-impaired loans
|
|
—
|
|
|
17,573
|
|
|
18,472
|
|
|
24,448
|
|
|
12,262
|
|
|
76,676
|
|
|
13,646
|
|
|
163,077
|
|
||||||||
Gross loans
|
|
$
|
59,352
|
|
|
$
|
565,199
|
|
|
$
|
2,265,973
|
|
|
$
|
3,311,669
|
|
|
$
|
3,726,898
|
|
|
$
|
1,162,334
|
|
|
$
|
1,677,378
|
|
|
$
|
12,768,803
|
|
(1)
|
Excludes purchased credit-impaired loans. See Note 5 to our Consolidated Financial Statements for further information regarding purchased credit-impaired loans.
|
(2)
|
Excludes non-performing loans.
|
•
|
Pass rated loans (typically performing loans) are accounted for in accordance with ASC Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.
|
•
|
Non-impaired loans (typically performing substandard loans) are accounted for in accordance with ASC Topic 310-30 if they display at least some level of credit deterioration since origination.
|
•
|
Impaired loans (typically substandard loans on non-accrual status) are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.
|
|
|
At December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Non-performing loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-accruing loans
|
|
$
|
48,974
|
|
|
$
|
98,065
|
|
|
$
|
82,733
|
|
|
$
|
106,115
|
|
|
$
|
115,387
|
|
Loans 90 days or more past due, still accruing interest
|
|
10,378
|
|
|
6,596
|
|
|
4,354
|
|
|
446
|
|
|
1,599
|
|
|||||
Total non-performing loans
|
|
59,352
|
|
|
104,661
|
|
|
87,087
|
|
|
106,561
|
|
|
116,986
|
|
|||||
Other real estate owned
|
|
26,279
|
|
|
31,553
|
|
|
19,198
|
|
|
23,289
|
|
|
36,977
|
|
|||||
Repossessed assets
|
|
322
|
|
|
81
|
|
|
93
|
|
|
840
|
|
|
773
|
|
|||||
Total non-performing assets
|
|
$
|
85,953
|
|
|
$
|
136,295
|
|
|
$
|
106,378
|
|
|
$
|
130,690
|
|
|
$
|
154,736
|
|
Purchased credit-impaired loans
|
|
$
|
163,077
|
|
|
$
|
141,406
|
|
|
$
|
251,645
|
|
|
$
|
235,720
|
|
|
$
|
449,850
|
|
Total allowance for loan and lease losses
|
|
$
|
139,366
|
|
|
$
|
128,140
|
|
|
$
|
110,026
|
|
|
$
|
111,746
|
|
|
$
|
124,204
|
|
Accruing restructured loans
(1)
|
|
32,687
|
|
|
26,991
|
|
|
15,603
|
|
|
29,430
|
|
|
21,256
|
|
|||||
Total non-performing loans to total loans
|
|
0.46
|
%
|
|
1.07
|
%
|
|
0.96
|
%
|
|
1.87
|
%
|
|
2.03
|
%
|
|||||
Total non-performing assets to total assets
|
|
0.45
|
|
|
0.87
|
|
|
0.73
|
|
|
1.36
|
|
|
1.62
|
|
|||||
Allowance for loan and lease losses to non-performing loans
|
|
234.81
|
|
|
122.43
|
|
|
126.34
|
|
|
104.87
|
|
|
106.17
|
|
(1)
|
Accruing restructured loans consists primarily of loans that have been modified and are performing in accordance with those modified terms.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
31,553
|
|
|
$
|
19,198
|
|
|
$
|
23,289
|
|
Transfers in at fair value less estimated costs to sell
|
|
4,945
|
|
|
21,576
|
|
|
2,133
|
|
|||
Acquired from business combination
|
|
3,960
|
|
|
—
|
|
|
4,720
|
|
|||
Capitalized other real estate owned costs
|
|
96
|
|
|
—
|
|
|
—
|
|
|||
Fair value adjustments
|
|
(1,854
|
)
|
|
(3,128
|
)
|
|
(2,543
|
)
|
|||
Net gains on sales of other real estate owned
|
|
3,496
|
|
|
1,314
|
|
|
989
|
|
|||
Cash received upon disposition
|
|
(15,917
|
)
|
|
(7,407
|
)
|
|
(9,390
|
)
|
|||
Ending balance
|
|
$
|
26,279
|
|
|
$
|
31,553
|
|
|
$
|
19,198
|
|
|
|
At December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Commercial loans
|
|
$
|
94,049
|
|
|
$
|
102,106
|
|
|
$
|
16,065
|
|
Commercial loans collateralized by assignment of lease payments
|
|
3,505
|
|
|
7,004
|
|
|
2,264
|
|
|||
Commercial real estate
|
|
46,990
|
|
|
30,831
|
|
|
37,322
|
|
|||
Total
|
|
$
|
144,544
|
|
|
$
|
139,941
|
|
|
$
|
55,651
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance at beginning of year
|
|
$
|
131,508
|
|
|
$
|
114,057
|
|
|
$
|
113,462
|
|
|
$
|
128,279
|
|
|
$
|
135,975
|
|
Allowance for unfunded credit commitments acquired through business combination
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|
—
|
|
|
—
|
|
|||||
Utilization of allowance for unfunded credit commitments
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|||||
Provision for credit losses
|
|
19,563
|
|
|
21,386
|
|
|
12,052
|
|
|
(5,804
|
)
|
|
(8,900
|
)
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
|
2,126
|
|
|
2,993
|
|
|
1,339
|
|
|
3,706
|
|
|
2,408
|
|
|||||
Commercial collateralized by assignment of lease payments
|
|
6,740
|
|
|
2,765
|
|
|
925
|
|
|
—
|
|
|
1,721
|
|
|||||
Commercial real estate
|
|
2,851
|
|
|
3,563
|
|
|
11,438
|
|
|
7,517
|
|
|
11,377
|
|
|||||
Residential real estate
|
|
1,356
|
|
|
1,450
|
|
|
1,718
|
|
|
2,796
|
|
|
2,944
|
|
|||||
Construction real estate
|
|
593
|
|
|
34
|
|
|
79
|
|
|
980
|
|
|
4,007
|
|
|||||
Indirect vehicle
|
|
3,505
|
|
|
2,980
|
|
|
3,735
|
|
|
2,911
|
|
|
2,259
|
|
|||||
Home equity
|
|
1,662
|
|
|
1,485
|
|
|
3,383
|
|
|
3,692
|
|
|
4,551
|
|
|||||
Other consumer
|
|
1,778
|
|
|
1,941
|
|
|
2,128
|
|
|
2,073
|
|
|
1,349
|
|
|||||
Total charge-offs
|
|
20,611
|
|
|
17,211
|
|
|
24,745
|
|
|
23,675
|
|
|
30,616
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
|
2,434
|
|
|
1,749
|
|
|
3,757
|
|
|
3,156
|
|
|
3,475
|
|
|||||
Commercial collateralized by assignment of lease payments
|
|
550
|
|
|
1,112
|
|
|
939
|
|
|
1,131
|
|
|
6,720
|
|
|||||
Commercial real estate
|
|
3,729
|
|
|
6,723
|
|
|
4,020
|
|
|
6,025
|
|
|
16,987
|
|
|||||
Residential real estate
|
|
1,210
|
|
|
515
|
|
|
1,190
|
|
|
479
|
|
|
501
|
|
|||||
Construction real estate
|
|
142
|
|
|
272
|
|
|
252
|
|
|
1,616
|
|
|
2,019
|
|
|||||
Indirect vehicle
|
|
1,837
|
|
|
1,853
|
|
|
1,736
|
|
|
1,411
|
|
|
1,096
|
|
|||||
Home equity
|
|
756
|
|
|
579
|
|
|
482
|
|
|
594
|
|
|
671
|
|
|||||
Other consumer
|
|
724
|
|
|
473
|
|
|
288
|
|
|
250
|
|
|
351
|
|
|||||
Total recoveries
|
|
11,382
|
|
|
13,276
|
|
|
12,664
|
|
|
14,662
|
|
|
31,820
|
|
|||||
Net charge-offs (recoveries)
|
|
9,229
|
|
|
3,935
|
|
|
12,081
|
|
|
9,013
|
|
|
(1,204
|
)
|
|||||
Allowance for credit losses
|
|
141,842
|
|
|
131,508
|
|
|
114,057
|
|
|
113,462
|
|
|
128,279
|
|
|||||
Allowance for unfunded credit commitments
|
|
(2,476
|
)
|
|
(3,368
|
)
|
|
(4,031
|
)
|
|
(1,716
|
)
|
|
(4,075
|
)
|
|||||
Allowance for loan and lease losses
|
|
$
|
139,366
|
|
|
$
|
128,140
|
|
|
$
|
110,026
|
|
|
$
|
111,746
|
|
|
$
|
124,204
|
|
Total loans at December 31,
|
|
$
|
12,768,803
|
|
|
$
|
9,793,998
|
|
|
$
|
9,083,217
|
|
|
$
|
5,712,551
|
|
|
$
|
5,766,930
|
|
Ratio of allowance to total loans
|
|
1.09
|
%
|
|
1.31
|
%
|
|
1.21
|
%
|
|
1.96
|
%
|
|
2.15
|
%
|
|||||
Ratio of net charge-offs (recoveries) to average loans
|
|
0.09
|
|
|
0.04
|
|
|
0.18
|
|
|
0.16
|
|
|
(0.02
|
)
|
|
|
At December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
|
|
|
|
% of
Total
|
|
|
|
% of
Total
|
|
|
|
% of
Total
|
|
|
|
% of
Total
|
|
|
|
% of
Total
|
|||||||||||||||
|
|
Amount
|
|
Loans
|
|
Amount
|
|
Loans
|
|
Amount
|
|
Loans
|
|
Amount
|
|
Loans
|
|
Amount
|
|
Loans
|
|||||||||||||||
Commercial loans
|
|
$
|
44,483
|
|
|
34
|
%
|
|
$
|
38,751
|
|
|
37
|
%
|
|
$
|
29,079
|
|
|
36
|
%
|
|
$
|
22,977
|
|
|
22
|
%
|
|
$
|
22,498
|
|
|
21
|
%
|
Commercial loans collateralized by assignment of lease payments
|
|
12,238
|
|
|
16
|
|
|
10,434
|
|
|
18
|
|
|
9,962
|
|
|
18
|
|
|
9,159
|
|
|
26
|
|
|
7,755
|
|
|
23
|
|
|||||
Commercial real estate
|
|
51,165
|
|
|
29
|
|
|
44,057
|
|
|
27
|
|
|
41,044
|
|
|
28
|
|
|
49,942
|
|
|
29
|
|
|
59,048
|
|
|
30
|
|
|||||
Residential real estate
|
|
5,971
|
|
|
8
|
|
|
5,734
|
|
|
6
|
|
|
6,646
|
|
|
5
|
|
|
8,872
|
|
|
5
|
|
|
6,941
|
|
|
5
|
|
|||||
Construction real estate
|
|
14,712
|
|
|
4
|
|
|
15,019
|
|
|
3
|
|
|
8,909
|
|
|
3
|
|
|
6,794
|
|
|
3
|
|
|
11,159
|
|
|
2
|
|
|||||
Consumer related loans
|
|
9,931
|
|
|
7
|
|
|
12,068
|
|
|
7
|
|
|
13,103
|
|
|
7
|
|
|
11,770
|
|
|
11
|
|
|
12,287
|
|
|
11
|
|
|||||
Purchased credit-impaired loans
(1)
|
|
866
|
|
|
2
|
|
|
2,077
|
|
|
2
|
|
|
1,283
|
|
|
3
|
|
|
2,232
|
|
|
4
|
|
|
4,516
|
|
|
8
|
|
|||||
Total
|
|
$
|
139,366
|
|
|
100
|
%
|
|
$
|
128,140
|
|
|
100
|
%
|
|
$
|
110,026
|
|
|
100
|
%
|
|
$
|
111,746
|
|
|
100
|
%
|
|
$
|
124,204
|
|
|
100
|
%
|
(1)
|
Consists of allowance for loan and lease losses for commercial, commercial real estate and construction loans allocated to purchased credit-impaired loans.
|
|
|
At December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Demand deposits, noninterest bearing
|
|
$
|
6,408,169
|
|
|
45
|
%
|
|
$
|
4,627,184
|
|
|
40
|
%
|
NOW and money market accounts
|
|
4,543,004
|
|
|
32
|
|
|
4,144,633
|
|
|
36
|
|
||
Savings deposits
|
|
1,135,992
|
|
|
8
|
|
|
974,555
|
|
|
8
|
|
||
Certificates of deposit, $100,000 or more
|
|
1,467,977
|
|
|
11
|
|
|
1,182,443
|
|
|
11
|
|
||
Other certificates of deposit
|
|
555,306
|
|
|
4
|
|
|
576,400
|
|
|
5
|
|
||
Total
|
|
$
|
14,110,448
|
|
|
100
|
%
|
|
$
|
11,505,215
|
|
|
100
|
%
|
(1)
|
Includes brokered deposits of
$797.9 million
.
|
(2)
|
Consists of time deposits held in individual retirement accounts (IRAs) and time certificates that the customer has the option to increase the principal balance and maintain the original interest rate.
|
|
|
At or For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal funds purchased:
|
|
|
|
|
|
|
|
|||||
Average balance outstanding
|
|
$
|
53,076
|
|
|
$
|
8,848
|
|
|
$
|
15,156
|
|
Maximum outstanding at any month-end during the period
|
|
77,750
|
|
|
82,124
|
|
|
68,244
|
|
|||
Balance outstanding at end of period
|
|
46,750
|
|
|
4,530
|
|
|
11,591
|
|
|||
Weighted average interest rate during the period
|
|
0.60
|
%
|
|
0.13
|
%
|
|
0.41
|
%
|
|||
Weighted average interest rate at end of the period
|
|
0.80
|
|
|
0.09
|
|
|
0.14
|
|
|||
Securities sold under agreements to repurchase:
|
|
|
|
|
|
|
|
|||||
Average balance outstanding
|
|
$
|
202,673
|
|
|
$
|
240,737
|
|
|
$
|
206,861
|
|
Maximum outstanding at any month-end during the period
|
|
257,901
|
|
|
276,724
|
|
|
264,092
|
|
|||
Balance outstanding at end of period
|
|
237,538
|
|
|
201,207
|
|
|
219,824
|
|
|||
Weighted average interest rate during the period
|
|
0.21
|
%
|
|
0.19
|
%
|
|
0.20
|
%
|
|||
Weighted average interest rate at end of the period
|
|
0.22
|
|
|
0.20
|
|
|
0.21
|
|
|||
Federal Home Loan Bank advances:
|
|
|
|
|
|
|
|
|||||
Average balance outstanding
|
|
$
|
869,003
|
|
|
$
|
683,808
|
|
|
$
|
179,740
|
|
Maximum outstanding at any month-end during the period
|
|
1,315,000
|
|
|
1,100,000
|
|
|
925,000
|
|
|||
Balance outstanding at end of period
|
|
1,275,000
|
|
|
775,000
|
|
|
700,000
|
|
|||
Weighted average interest rate during the period
|
|
0.38
|
%
|
|
0.14
|
%
|
|
0.12
|
%
|
|||
Weighted average interest rate at end of the period
|
|
0.63
|
|
|
0.17
|
|
|
0.13
|
|
|||
Correspondent bank line of credit:
|
|
|
|
|
|
|
|
|||||
Average balance outstanding
|
|
$
|
6,808
|
|
|
$
|
137
|
|
|
$
|
2,548
|
|
Maximum outstanding at any month-end during the period
|
|
25,000
|
|
|
25,000
|
|
|
15,000
|
|
|||
Balance outstanding at end of period
|
|
10,000
|
|
|
25,000
|
|
|
—
|
|
|||
Weighted average interest rate during the period
|
|
2.11
|
%
|
|
2.18
|
%
|
|
2.03
|
%
|
|||
Weighted average interest rate at end of the period
|
|
2.52
|
|
|
2.18
|
|
|
—
|
|
Contractual Obligations
|
|
Total
|
|
Less than 1
Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than 5
Years
|
||||||||||
Time certificates
|
|
$
|
2,023,283
|
|
|
$
|
1,224,620
|
|
|
$
|
591,694
|
|
|
$
|
196,007
|
|
|
$
|
10,962
|
|
Long-term borrowings
|
|
311,790
|
|
|
109,510
|
|
|
190,470
|
|
|
7,898
|
|
|
3,912
|
|
|||||
Junior subordinated notes issued to capital trusts
(1)
|
|
210,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,668
|
|
|||||
Operating leases
|
|
65,884
|
|
|
11,972
|
|
|
19,959
|
|
|
11,070
|
|
|
22,883
|
|
|||||
Capital expenditures
|
|
3,522
|
|
|
3,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,615,147
|
|
|
$
|
1,349,624
|
|
|
$
|
802,123
|
|
|
$
|
214,975
|
|
|
$
|
248,425
|
|
Commitments to extend credit and letters of credit
|
|
$
|
4,101,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
May be called for redemption by us at any time. See Note 12 to the audited consolidated financial statements under Item 8. Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
|
|
|
|
Required
To Be Well
|
|||||||||||
|
|
|
|
|
|
Required
For Capital
|
|
Capitalized Under
Prompt Corrective
|
|||||||||||||
|
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,878,106
|
|
|
11.63
|
%
|
|
$
|
1,292,159
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,812,202
|
|
|
11.26
|
|
|
1,287,099
|
|
|
8.00
|
|
|
$
|
1,608,874
|
|
|
10.00
|
%
|
||
Tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,518,472
|
|
|
9.40
|
%
|
|
$
|
969,119
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,670,360
|
|
|
10.38
|
|
|
965,324
|
|
|
6.00
|
|
|
$
|
1,287,099
|
|
|
8.00
|
%
|
||
Common equity tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
$
|
1,408,481
|
|
|
8.72
|
%
|
|
$
|
726,839
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,670,360
|
|
|
10.38
|
|
|
723,993
|
|
|
4.50
|
|
|
$
|
1,045,768
|
|
|
6.50
|
%
|
||
Tier 1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,518,472
|
|
|
8.38
|
%
|
|
$
|
724,519
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,670,360
|
|
|
9.25
|
|
|
721,954
|
|
|
4.00
|
|
|
$
|
902,442
|
|
|
5.00
|
%
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Time to Maturity or Repricing
|
||||||||||||||||||
|
|
0 – 90
|
|
91 - 365
|
|
1 – 5
|
|
Over 5
|
|
|
||||||||||
|
|
Days
|
|
Days
|
|
Years
|
|
Years
|
|
Total
|
||||||||||
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest earning deposits with banks
|
|
$
|
96,118
|
|
|
$
|
948
|
|
|
$
|
1,620
|
|
|
$
|
—
|
|
|
$
|
98,686
|
|
Federal funds sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment securities
|
|
326,812
|
|
|
359,654
|
|
|
1,342,347
|
|
|
880,408
|
|
|
2,909,221
|
|
|||||
Loans held for sale
|
|
716,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716,883
|
|
|||||
Loans, including purchased credit-impaired loans
|
|
7,777,743
|
|
|
1,338,451
|
|
|
3,096,862
|
|
|
555,747
|
|
|
12,768,803
|
|
|||||
Total interest earning assets
|
|
$
|
8,917,556
|
|
|
$
|
1,699,053
|
|
|
$
|
4,440,829
|
|
|
$
|
1,436,155
|
|
|
$
|
16,493,593
|
|
Interest Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NOW and money market deposit accounts
|
|
$
|
2,342,219
|
|
|
$
|
476,323
|
|
|
$
|
1,209,164
|
|
|
$
|
515,298
|
|
|
$
|
4,543,004
|
|
Savings deposits
|
|
113,599
|
|
|
191,699
|
|
|
567,857
|
|
|
262,837
|
|
|
1,135,992
|
|
|||||
Time deposits
|
|
398,006
|
|
|
826,290
|
|
|
788,014
|
|
|
10,973
|
|
|
2,023,283
|
|
|||||
Short-term borrowings
|
|
1,569,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,569,288
|
|
|||||
Long-term borrowings
|
|
164,959
|
|
|
4,526
|
|
|
137,003
|
|
|
5,302
|
|
|
311,790
|
|
|||||
Junior subordinated notes issued to capital trusts
|
|
210,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,668
|
|
|||||
Total interest bearing liabilities
|
|
$
|
4,798,739
|
|
|
$
|
1,498,838
|
|
|
$
|
2,702,038
|
|
|
$
|
794,410
|
|
|
$
|
9,794,025
|
|
Cumulative rate sensitive assets (RSA)
|
|
$
|
8,917,556
|
|
|
$
|
10,616,609
|
|
|
$
|
15,057,438
|
|
|
$
|
16,493,593
|
|
|
$
|
16,493,593
|
|
Cumulative rate sensitive liabilities (RSL)
|
|
4,798,739
|
|
|
6,297,577
|
|
|
8,999,615
|
|
|
9,794,025
|
|
|
9,794,025
|
|
|||||
Cumulative GAP (GAP=RSA-RSL)
|
|
4,118,817
|
|
|
4,319,032
|
|
|
6,057,823
|
|
|
6,699,568
|
|
|
6,699,568
|
|
|||||
RSA/Total assets
|
|
46.20
|
%
|
|
55.00
|
%
|
|
78.01
|
%
|
|
85.45
|
%
|
|
85.45
|
%
|
|||||
RSL/Total assets
|
|
24.86
|
|
|
32.63
|
|
|
46.62
|
|
|
50.74
|
|
|
50.74
|
|
|||||
GAP/Total assets
|
|
21.34
|
|
|
22.38
|
|
|
31.38
|
|
|
34.71
|
|
|
34.71
|
|
|||||
GAP/RSA
|
|
46.19
|
|
|
40.68
|
|
|
40.23
|
|
|
40.62
|
|
|
40.62
|
|
Gradual
|
|
Changes in Net Interest Income Over One Year Horizon
|
||||||||||||
Changes in
|
|
At December 31, 2016
|
|
At December 31, 2015
|
||||||||||
Levels of
|
|
Dollar
|
|
Percentage
|
|
Dollar
|
|
Percentage
|
||||||
Interest Rates
|
|
Change
|
|
Change
|
|
Change
|
|
Change
|
||||||
+2.00%
|
|
$
|
47,407
|
|
|
7.94
|
%
|
|
$
|
32,845
|
|
|
6.91
|
%
|
+1.00%
|
|
25,076
|
|
|
4.20
|
|
|
16,486
|
|
|
3.47
|
|
||
-1.00%
|
|
(26,252
|
)
|
|
(4.39
|
)
|
|
(21,122
|
)
|
|
(4.44
|
)
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mitchell Feiger
|
|
/s/ Randall T. Conte
|
Mitchell Feiger
|
Randall T. Conte
|
|
President and
|
Vice President and
|
|
Chief Executive Officer
|
Chief Financial Officer
|
/s/ RSM US LLP
|
Chicago, Illinois
|
February 23, 2017
|
/s/ RSM US LLP
|
Chicago, Illinois
|
February 23, 2017
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and due from banks
|
|
$
|
364,783
|
|
|
$
|
307,869
|
|
Interest earning deposits with banks
|
|
98,686
|
|
|
73,572
|
|
||
Total cash and cash equivalents
|
|
463,469
|
|
|
381,441
|
|
||
Investment securities:
|
|
|
|
|
|
|
||
Securities available for sale, at fair value
|
|
1,696,195
|
|
|
1,585,023
|
|
||
Securities held to maturity, at amortized cost ($1,093,740 and $1,274,767 fair value at December 31, 2016 and 2015, respectively)
|
|
1,069,750
|
|
|
1,230,810
|
|
||
Non-marketable securities - FHLB and FRB stock
|
|
143,276
|
|
|
114,233
|
|
||
Total investment securities
|
|
2,909,221
|
|
|
2,930,066
|
|
||
Loans held for sale
|
|
716,883
|
|
|
744,727
|
|
||
Loans:
|
|
|
|
|
|
|
||
Total loans, excluding purchased credit impaired loans
|
|
12,605,726
|
|
|
9,652,592
|
|
||
Purchased credit impaired loans
|
|
163,077
|
|
|
141,406
|
|
||
Total loans
|
|
12,768,803
|
|
|
9,793,998
|
|
||
Less: Allowance for loan and lease losses
|
|
139,366
|
|
|
128,140
|
|
||
Net loans
|
|
12,629,437
|
|
|
9,665,858
|
|
||
Lease investment, net
|
|
311,327
|
|
|
211,687
|
|
||
Premises and equipment, net
|
|
293,910
|
|
|
236,013
|
|
||
Cash surrender value of life insurance
|
|
200,945
|
|
|
136,953
|
|
||
Goodwill
|
|
1,001,038
|
|
|
725,070
|
|
||
Other intangibles
|
|
62,959
|
|
|
44,812
|
|
||
Mortgage servicing rights, at fair value
|
|
238,011
|
|
|
168,162
|
|
||
Other real estate owned, net
|
|
26,279
|
|
|
31,553
|
|
||
Other real estate owned related to FDIC-assisted transactions
|
|
5,006
|
|
|
10,717
|
|
||
Other assets
|
|
443,832
|
|
|
297,948
|
|
||
Total assets
|
|
$
|
19,302,317
|
|
|
$
|
15,585,007
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
LIABILITIES
|
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
|
||
Non-interest bearing
|
|
$
|
6,408,169
|
|
|
$
|
4,627,184
|
|
Interest bearing
|
|
7,702,279
|
|
|
6,878,031
|
|
||
Total deposits
|
|
14,110,448
|
|
|
11,505,215
|
|
||
Short-term borrowings
|
|
1,569,288
|
|
|
1,005,737
|
|
||
Long-term borrowings
|
|
311,790
|
|
|
400,274
|
|
||
Junior subordinated notes issued to capital trusts
|
|
210,668
|
|
|
186,164
|
|
||
Accrued expenses and other liabilities
|
|
520,914
|
|
|
400,333
|
|
||
Total liabilities
|
|
16,723,108
|
|
|
13,497,723
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Preferred stock, ($0.01 par value, authorized 10,000,000 shares at December 31, 2016 and 2015; Series A, 8% perpetual non-cumulative, 4,000,000 shares issued and outstanding at December 31, 2016 and 2015, $25 liquidation value; Series B, 8% cumulative voting convertible, 125 shares issued and outstanding at December 31, 2016 and none issued and outstanding at December 31, 2015, $1,000 liquidation value)
|
|
115,572
|
|
|
115,280
|
|
||
Common stock, ($0.01 par value; authorized 120,000,000 shares at December 31, 2016 and 100,000,000 shares at December 31, 2015; issued 85,630,748 shares at December 31, 2016 and 75,566,885 shares at December 31, 2015)
|
|
856
|
|
|
756
|
|
||
Additional paid-in capital
|
|
1,678,826
|
|
|
1,280,870
|
|
||
Retained earnings
|
|
838,892
|
|
|
731,812
|
|
||
Accumulated other comprehensive income
|
|
5,190
|
|
|
15,777
|
|
||
Less: 1,905,479 and 1,888,556 shares of treasury stock, at cost, at December 31, 2016 and 2015, respectively
|
|
(60,384
|
)
|
|
(58,504
|
)
|
||
Controlling interest stockholders’ equity
|
|
2,578,952
|
|
|
2,085,991
|
|
||
Noncontrolling interest
|
|
257
|
|
|
1,293
|
|
||
Total stockholders’ equity
|
|
2,579,209
|
|
|
2,087,284
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
19,302,317
|
|
|
$
|
15,585,007
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||
Loans:
|
|
|
|
|
|
|
||||||
Taxable
|
|
$
|
467,877
|
|
|
$
|
404,324
|
|
|
$
|
292,028
|
|
Nontaxable
|
|
11,120
|
|
|
9,318
|
|
|
9,022
|
|
|||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|||
Taxable
|
|
35,571
|
|
|
39,299
|
|
|
38,619
|
|
|||
Nontaxable
|
|
42,022
|
|
|
40,974
|
|
|
34,791
|
|
|||
Federal funds sold
|
|
—
|
|
|
1
|
|
|
25
|
|
|||
Other interest earning accounts
|
|
587
|
|
|
318
|
|
|
663
|
|
|||
Total interest income
|
|
557,177
|
|
|
494,234
|
|
|
375,148
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|||
Deposits
|
|
25,579
|
|
|
19,658
|
|
|
17,027
|
|
|||
Short-term borrowings
|
|
4,195
|
|
|
1,412
|
|
|
780
|
|
|||
Long-term borrowings and junior subordinated notes
|
|
9,512
|
|
|
7,558
|
|
|
6,518
|
|
|||
Total interest expense
|
|
39,286
|
|
|
28,628
|
|
|
24,325
|
|
|||
Net interest income
|
|
517,891
|
|
|
465,606
|
|
|
350,823
|
|
|||
Provision for credit losses
|
|
19,563
|
|
|
21,386
|
|
|
12,052
|
|
|||
Net interest income after provision for credit losses
|
|
498,328
|
|
|
444,220
|
|
|
338,771
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|||
Mortgage banking revenue
|
|
148,469
|
|
|
117,426
|
|
|
46,149
|
|
|||
Lease financing, net
|
|
73,486
|
|
|
76,581
|
|
|
64,310
|
|
|||
Commercial deposit and treasury management fees
|
|
50,620
|
|
|
45,283
|
|
|
34,315
|
|
|||
Trust and asset management fees
|
|
32,872
|
|
|
23,545
|
|
|
21,839
|
|
|||
Card fees
|
|
16,071
|
|
|
15,322
|
|
|
13,741
|
|
|||
Capital markets and international banking fees
|
|
13,332
|
|
|
8,148
|
|
|
5,458
|
|
|||
Consumer and other deposit service fees
|
|
13,308
|
|
|
13,282
|
|
|
12,788
|
|
|||
Brokerage fees
|
|
4,654
|
|
|
5,754
|
|
|
5,176
|
|
|||
Loan service fees
|
|
7,457
|
|
|
6,259
|
|
|
4,814
|
|
|||
Increase in cash surrender value of life insurance
|
|
4,075
|
|
|
3,391
|
|
|
3,381
|
|
|||
Net gain (loss) on investment securities
|
|
447
|
|
|
(176
|
)
|
|
(2,525
|
)
|
|||
Net (loss) gain on disposals of other assets
|
|
(794
|
)
|
|
(2
|
)
|
|
3,452
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
1,895
|
|
|||
Other operating income
|
|
10,906
|
|
|
7,280
|
|
|
6,512
|
|
|||
Total non-interest income
|
|
374,903
|
|
|
322,093
|
|
|
221,305
|
|
|||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
|
400,501
|
|
|
343,531
|
|
|
255,974
|
|
|||
Occupancy and equipment expense
|
|
57,130
|
|
|
50,510
|
|
|
44,910
|
|
|||
Computer services and telecommunication expense
|
|
43,468
|
|
|
34,453
|
|
|
31,678
|
|
|||
Advertising and marketing expense
|
|
11,971
|
|
|
10,072
|
|
|
8,854
|
|
|||
Professional and legal expense
|
|
12,879
|
|
|
11,053
|
|
|
14,652
|
|
|||
Other intangibles amortization expense
|
|
7,305
|
|
|
6,115
|
|
|
5,501
|
|
|||
Branch exit and facilities impairment charges
|
|
(2,709
|
)
|
|
8,515
|
|
|
2,270
|
|
|||
Net (gain) loss recognized on other real estate owned and other related expense
|
|
(1,599
|
)
|
|
1,468
|
|
|
3,575
|
|
|||
Prepayment fees on interest bearing liabilities
|
|
—
|
|
|
85
|
|
|
—
|
|
|||
Other operating expenses
|
|
90,905
|
|
|
68,352
|
|
|
69,368
|
|
|||
Total non-interest expenses
|
|
619,851
|
|
|
534,154
|
|
|
436,782
|
|
|||
Income before income taxes
|
|
253,380
|
|
|
232,159
|
|
|
123,294
|
|
|||
Income tax expense
|
|
79,244
|
|
|
73,211
|
|
|
37,193
|
|
|||
Net income
|
|
$
|
174,136
|
|
|
$
|
158,948
|
|
|
$
|
86,101
|
|
Dividends on preferred shares
|
|
8,009
|
|
|
8,000
|
|
|
4,000
|
|
|||
Net income available to common stockholders
|
|
$
|
166,127
|
|
|
$
|
150,948
|
|
|
$
|
82,101
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Common share data:
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per common share
|
|
$
|
2.16
|
|
|
$
|
2.03
|
|
|
$
|
1.32
|
|
Diluted earnings per common share
|
|
2.13
|
|
|
2.02
|
|
|
1.31
|
|
|||
Weighted average common shares outstanding for basic earnings per common share
|
|
76,968,823
|
|
|
74,177,574
|
|
|
62,012,196
|
|
|||
Diluted weighted average common shares outstanding for diluted earnings per common share
|
|
77,976,121
|
|
|
74,849,030
|
|
|
62,573,406
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
174,136
|
|
|
$
|
158,948
|
|
|
$
|
86,101
|
|
Unrealized holding (losses) gains on investment securities, net of reclassification adjustments
|
|
(14,317
|
)
|
|
(4,078
|
)
|
|
20,933
|
|
|||
Reclassification adjustment for amortization of unrealized gains on investment securities transferred to held to maturity from available for sale
|
|
(2,769
|
)
|
|
(3,633
|
)
|
|
(3,700
|
)
|
|||
Reclassification adjustments for (gains) losses included in net income
|
|
(447
|
)
|
|
176
|
|
|
2,525
|
|
|||
Other comprehensive (loss) income, before tax
|
|
(17,533
|
)
|
|
(7,535
|
)
|
|
19,758
|
|
|||
Income tax benefit (expense) related to items of other comprehensive (loss) income
|
|
6,946
|
|
|
2,956
|
|
|
(7,785
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(10,587
|
)
|
|
(4,579
|
)
|
|
11,973
|
|
|||
Comprehensive income
|
|
$
|
163,549
|
|
|
$
|
154,369
|
|
|
$
|
98,074
|
|
|
Preferred
Stock |
Common
Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Income, Net of Tax |
Treasury
Stock |
Noncontrolling
Interest |
Total Stock-
holders’ Equity |
||||||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
$
|
551
|
|
$
|
738,053
|
|
$
|
581,998
|
|
$
|
8,383
|
|
$
|
(3,747
|
)
|
$
|
1,444
|
|
$
|
1,326,682
|
|
Net income
|
—
|
|
—
|
|
—
|
|
86,101
|
|
—
|
|
—
|
|
291
|
|
86,392
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
11,973
|
|
—
|
|
—
|
|
11,973
|
|
||||||||
Issuance of preferred stock
|
115,280
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
115,280
|
|
||||||||
Issuance of common stock due to business combination
|
—
|
|
196
|
|
518,796
|
|
—
|
|
—
|
|
—
|
|
—
|
|
518,992
|
|
||||||||
Cash dividends declared on preferred shares
|
—
|
|
—
|
|
—
|
|
(4,000
|
)
|
—
|
|
—
|
|
—
|
|
(4,000
|
)
|
||||||||
Cash dividends declared on common shares ($0.52 per share)
|
—
|
|
—
|
|
—
|
|
(34,422
|
)
|
—
|
|
—
|
|
—
|
|
(34,422
|
)
|
||||||||
Restricted common stock activity, net of tax
|
—
|
|
2
|
|
812
|
|
—
|
|
—
|
|
60
|
|
—
|
|
874
|
|
||||||||
Stock option activity, net of tax
|
—
|
|
2
|
|
529
|
|
—
|
|
—
|
|
—
|
|
—
|
|
531
|
|
||||||||
Repurchase of common shares in connection with employee benefit plans and held in trust for deferred compensation plan
|
—
|
|
—
|
|
597
|
|
—
|
|
—
|
|
(3,287
|
)
|
—
|
|
(2,690
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
8,974
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,974
|
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(300
|
)
|
(300
|
)
|
||||||||
Balance at December 31, 2014
|
$
|
115,280
|
|
$
|
751
|
|
$
|
1,267,761
|
|
$
|
629,677
|
|
$
|
20,356
|
|
$
|
(6,974
|
)
|
$
|
1,435
|
|
$
|
2,028,286
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
158,948
|
|
—
|
|
—
|
|
258
|
|
159,206
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,579
|
)
|
—
|
|
—
|
|
(4,579
|
)
|
||||||||
Issuance of common stock due to business combination
|
—
|
|
—
|
|
218
|
|
—
|
|
—
|
|
—
|
|
—
|
|
218
|
|
||||||||
Cash dividends declared on preferred shares
|
—
|
|
—
|
|
—
|
|
(8,000
|
)
|
—
|
|
—
|
|
—
|
|
(8,000
|
)
|
||||||||
Cash dividends declared on common shares ($0.65 per share)
|
—
|
|
—
|
|
—
|
|
(48,813
|
)
|
—
|
|
—
|
|
—
|
|
(48,813
|
)
|
||||||||
Restricted common stock activity, net of tax
|
—
|
|
5
|
|
(1,804
|
)
|
—
|
|
—
|
|
2,876
|
|
—
|
|
1,077
|
|
||||||||
Stock option activity, net of tax
|
—
|
|
—
|
|
(247
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(247
|
)
|
||||||||
Repurchase of common shares
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(49,963
|
)
|
—
|
|
(49,963
|
)
|
||||||||
Repurchase of common shares in connection with employee benefit plans and held in trust for deferred compensation plan
|
—
|
|
—
|
|
819
|
|
—
|
|
—
|
|
(4,443
|
)
|
—
|
|
(3,624
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
14,123
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,123
|
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(400
|
)
|
(400
|
)
|
||||||||
Balance at December 31, 2015
|
$
|
115,280
|
|
$
|
756
|
|
$
|
1,280,870
|
|
$
|
731,812
|
|
$
|
15,777
|
|
$
|
(58,504
|
)
|
$
|
1,293
|
|
$
|
2,087,284
|
|
Net income
|
—
|
|
—
|
|
—
|
|
174,136
|
|
—
|
|
—
|
|
151
|
|
174,287
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,587
|
)
|
—
|
|
—
|
|
(10,587
|
)
|
||||||||
Issuance of preferred and common stock due to business combination
|
1,227
|
|
97
|
|
383,775
|
|
—
|
|
—
|
|
—
|
|
—
|
|
385,099
|
|
||||||||
Conversion of Series B preferred stock into common stock
|
(935
|
)
|
—
|
|
935
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Cash dividends declared on preferred shares
|
—
|
|
—
|
|
—
|
|
(8,009
|
)
|
—
|
|
—
|
|
—
|
|
(8,009
|
)
|
||||||||
Cash dividends declared on common shares ($0.74 per share)
|
—
|
|
—
|
|
—
|
|
(59,047
|
)
|
—
|
|
—
|
|
—
|
|
(59,047
|
)
|
||||||||
Restricted common stock activity, net of tax
|
—
|
|
2
|
|
(2,171
|
)
|
—
|
|
—
|
|
2,094
|
|
—
|
|
(75
|
)
|
||||||||
Stock option activity, net of tax
|
—
|
|
1
|
|
(164
|
)
|
—
|
|
—
|
|
(157
|
)
|
—
|
|
(320
|
)
|
||||||||
Repurchase of common shares in connection with employee benefit plans and held in trust for deferred compensation plan
|
—
|
|
—
|
|
(20
|
)
|
—
|
|
—
|
|
(3,817
|
)
|
—
|
|
(3,837
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
16,868
|
|
—
|
|
—
|
|
—
|
|
—
|
|
16,868
|
|
||||||||
Additional investment in subsidiary
|
—
|
|
—
|
|
(1,267
|
)
|
—
|
|
—
|
|
—
|
|
(1,069
|
)
|
(2,336
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(118
|
)
|
(118
|
)
|
||||||||
Balance at December 31, 2016
|
$
|
115,572
|
|
$
|
856
|
|
$
|
1,678,826
|
|
$
|
838,892
|
|
$
|
5,190
|
|
$
|
(60,384
|
)
|
$
|
257
|
|
$
|
2,579,209
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
174,136
|
|
|
$
|
158,948
|
|
|
$
|
86,101
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation of premises and equipment and leased equipment
|
|
75,013
|
|
|
61,562
|
|
|
60,067
|
|
|||
Facilities impairment charges
|
|
(2,709
|
)
|
|
8,515
|
|
|
2,270
|
|
|||
Compensation expense for share-based payment plans
|
|
16,868
|
|
|
14,123
|
|
|
8,974
|
|
|||
Loss (gain) on sales of premises and equipment and leased equipment
|
|
783
|
|
|
2,446
|
|
|
(5,817
|
)
|
|||
Amortization of other intangibles
|
|
7,305
|
|
|
6,115
|
|
|
5,501
|
|
|||
Provision for credit losses
|
|
19,563
|
|
|
21,386
|
|
|
12,052
|
|
|||
Deferred income tax expense
|
|
45,917
|
|
|
39,573
|
|
|
(48
|
)
|
|||
Amortization of premiums and discounts on investment securities, net
|
|
47,042
|
|
|
48,670
|
|
|
45,413
|
|
|||
Accretion of premiums and discounts on loans, net
|
|
(29,211
|
)
|
|
(36,651
|
)
|
|
(21,262
|
)
|
|||
Accretion of FDIC indemnification asset
|
|
—
|
|
|
(96
|
)
|
|
(112
|
)
|
|||
Net (gain) loss on investment securities
|
|
(447
|
)
|
|
176
|
|
|
2,525
|
|
|||
Proceeds from sale of loans held for sale
|
|
6,687,670
|
|
|
6,817,330
|
|
|
2,213,914
|
|
|||
Origination of loans held for sale
|
|
(6,630,361
|
)
|
|
(6,818,125
|
)
|
|
(2,266,636
|
)
|
|||
Net gain on sale of loans held for sale
|
|
(28,896
|
)
|
|
(34,075
|
)
|
|
(12,022
|
)
|
|||
Origination of mortgage servicing rights
|
|
(68,428
|
)
|
|
(68,690
|
)
|
|
(21,217
|
)
|
|||
Change in fair value of mortgage servicing rights
|
|
3,666
|
|
|
33,648
|
|
|
11,777
|
|
|||
Net (gain) loss on other real estate owned
|
|
(2,358
|
)
|
|
969
|
|
|
2,000
|
|
|||
Increase in cash surrender value of life insurance
|
|
(4,075
|
)
|
|
(3,391
|
)
|
|
(3,381
|
)
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(1,895
|
)
|
|||
(Increase) decrease in other assets, net
|
|
(116,961
|
)
|
|
(9,644
|
)
|
|
31,205
|
|
|||
Increase (decrease) in other liabilities, net
|
|
57,112
|
|
|
(37,182
|
)
|
|
18,434
|
|
|||
Net cash provided by operating activities
|
|
251,629
|
|
|
205,607
|
|
|
167,843
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Decrease in federal funds sold
|
|
—
|
|
|
—
|
|
|
42,950
|
|
|||
Proceeds from sales of investment securities available for sale
|
|
28,024
|
|
|
28,356
|
|
|
512,878
|
|
|||
Proceeds from maturities and calls of investment securities available for sale
|
|
336,357
|
|
|
284,895
|
|
|
259,694
|
|
|||
Purchase of investment securities available for sale
|
|
(17,702
|
)
|
|
(276,664
|
)
|
|
(216,777
|
)
|
|||
Proceeds from maturities and calls of investment securities held to maturity
|
|
174,201
|
|
|
83,061
|
|
|
41,654
|
|
|||
Purchase of investment securities held to maturity
|
|
(31,410
|
)
|
|
(339,454
|
)
|
|
(122,859
|
)
|
|||
Purchase of non-marketable securities - FHLB and FRB stock
|
|
(60,316
|
)
|
|
(58,664
|
)
|
|
(15
|
)
|
|||
Redemption of non-marketable securities - FHLB and FRB stock
|
|
47,273
|
|
|
20,000
|
|
|
26,483
|
|
|||
Net (increase) decrease in loans
|
|
(1,023,221
|
)
|
|
(663,235
|
)
|
|
155,399
|
|
|||
Purchases in mortgage servicing rights
|
|
(5,087
|
)
|
|
(823
|
)
|
|
(1,096
|
)
|
|||
Proceeds from sale of mortgage servicing rights
|
|
—
|
|
|
103,105
|
|
|
—
|
|
|||
Purchases of premises and equipment and leased equipment
|
|
(191,922
|
)
|
|
(111,124
|
)
|
|
(94,667
|
)
|
|||
Proceeds from sales of premises and equipment and leased equipment
|
|
6,819
|
|
|
5,374
|
|
|
22,924
|
|
|||
Capital improvements on other real estate owned
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of other real estate owned
|
|
15,917
|
|
|
7,407
|
|
|
9,390
|
|
|||
Proceeds from sale of other real estate owned related to FDIC-assisted transactions
|
|
8,968
|
|
|
16,091
|
|
|
17,049
|
|
|||
Net cash (paid) acquired in business acquisition
|
|
(9,010
|
)
|
|
(18,935
|
)
|
|
25,174
|
|
|||
Purchase of additional investment in subsidiary from minority owners
|
|
(2,336
|
)
|
|
—
|
|
|
—
|
|
|||
Net payments for FDIC related covered assets
|
|
(4,113
|
)
|
|
(11,483
|
)
|
|
(3,620
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(727,654
|
)
|
|
(932,093
|
)
|
|
674,561
|
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|||
Net increase (decrease) in deposits
|
|
215,906
|
|
|
514,273
|
|
|
(343,530
|
)
|
|||
Proceeds from short-term borrowings - FHLB advances
|
|
3,175,000
|
|
|
1,950,000
|
|
|
1,050,000
|
|
|||
Principal paid on short-term borrowings - FHLB advances
|
|
(2,975,000
|
)
|
|
(1,875,000
|
)
|
|
(1,480,000
|
)
|
|||
Net increase (decrease) in short-term borrowings - other
|
|
15,246
|
|
|
(1,284
|
)
|
|
(167,774
|
)
|
|||
Proceeds from long-term borrowings
|
|
267,359
|
|
|
339,590
|
|
|
33,816
|
|
|||
Principal paid on long-term borrowings
|
|
(71,845
|
)
|
|
(22,232
|
)
|
|
(13,059
|
)
|
|||
Redemption of junior subordinated notes issued to capital trusts
|
|
—
|
|
|
—
|
|
|
(45,369
|
)
|
|||
Treasury stock transactions, net
|
|
(3,837
|
)
|
|
(53,587
|
)
|
|
(2,690
|
)
|
|||
Stock options exercised
|
|
1,410
|
|
|
499
|
|
|
1,034
|
|
|||
Dividends paid on preferred stock
|
|
(8,009
|
)
|
|
(8,000
|
)
|
|
(2,000
|
)
|
|||
Dividends paid on common stock
|
|
(58,177
|
)
|
|
(48,413
|
)
|
|
(34,210
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
558,053
|
|
|
795,846
|
|
|
(1,003,782
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
82,028
|
|
|
$
|
69,360
|
|
|
$
|
(161,378
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
|
381,441
|
|
|
312,081
|
|
|
473,459
|
|
|||
End of year
|
|
$
|
463,469
|
|
|
$
|
381,441
|
|
|
$
|
312,081
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Cash payments for:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid to depositors and other borrowed funds
|
|
$
|
38,538
|
|
|
$
|
29,151
|
|
|
$
|
25,258
|
|
Income tax payments, net
|
|
14,188
|
|
|
8,138
|
|
|
23,040
|
|
|||
Supplemental Schedule of Noncash Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Investment securities held to maturity purchased not settled
|
|
$
|
(761
|
)
|
|
$
|
761
|
|
|
$
|
—
|
|
Transfer of investment securities held to maturity to investment securities available for sale
|
|
—
|
|
|
—
|
|
|
273,471
|
|
|||
Loans held for sale transferred to loans held for investment
|
|
—
|
|
|
33,613
|
|
|
—
|
|
|||
Loans transferred to other real estate owned
|
|
4,945
|
|
|
21,576
|
|
|
2,133
|
|
|||
Loans transferred to other real estate owned related to FDIC-assisted transactions
|
|
2,885
|
|
|
4,607
|
|
|
16,337
|
|
|||
Loans transferred to repossessed vehicles
|
|
3,072
|
|
|
928
|
|
|
1,019
|
|
|||
Operating leases rewritten as direct finance leases included as loans
|
|
910
|
|
|
7,666
|
|
|
5,853
|
|
|||
Long-term borrowings transferred to short-term borrowings
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|||
Supplemental Schedule of Noncash Investing Activities From Acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Noncash assets acquired:
|
|
|
|
|
|
|
|
|
|
|||
Investment securities available for sale
|
|
$
|
505,564
|
|
|
$
|
—
|
|
|
$
|
826,691
|
|
Investment securities held to maturity
|
|
—
|
|
|
—
|
|
|
22,599
|
|
|||
Non-marketable securities -FHLB and FRB stock
|
|
16,000
|
|
|
—
|
|
|
50,620
|
|
|||
Loans held for sale
|
|
—
|
|
|
—
|
|
|
670,671
|
|
|||
Loans
|
|
1,940,702
|
|
|
—
|
|
|
3,532,211
|
|
|||
Lease investments
|
|
—
|
|
|
—
|
|
|
11,885
|
|
|||
Premises and equipment
|
|
39,048
|
|
|
519
|
|
|
19,701
|
|
|||
Cash surrender value of life insurance
|
|
59,917
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
|
275,968
|
|
|
13,549
|
|
|
288,152
|
|
|||
Other intangibles
|
|
25,452
|
|
|
8,838
|
|
|
20,079
|
|
|||
Mortgage servicing rights
|
|
—
|
|
|
—
|
|
|
224,453
|
|
|||
Other real estate owned
|
|
3,960
|
|
|
—
|
|
|
4,720
|
|
|||
Other assets
|
|
32,141
|
|
|
744
|
|
|
130,478
|
|
|||
Total noncash assets acquired
|
|
$
|
2,898,752
|
|
|
$
|
23,650
|
|
|
$
|
5,802,260
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|||
Deposits
|
|
$
|
2,389,327
|
|
|
$
|
—
|
|
|
$
|
3,953,213
|
|
Short-term borrowings
|
|
48,305
|
|
|
606
|
|
|
1,035,800
|
|
|||
Long-term borrowings
|
|
16,000
|
|
|
—
|
|
|
—
|
|
|||
Junior subordinated notes issued to capital trusts
|
|
28,075
|
|
|
—
|
|
|
80,843
|
|
|||
Other liabilities
|
|
$
|
22,966
|
|
|
$
|
4,109
|
|
|
$
|
123,028
|
|
Total liabilities assumed
|
|
$
|
2,504,673
|
|
|
$
|
4,715
|
|
|
$
|
5,192,884
|
|
Note 1.
|
Significant Accounting Policies
|
•
|
Pass rated loans (typically performing loans) are accounted for in accordance with Accounting Standards Codification ("ASC") Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.
|
•
|
Non-impaired loans (typically performing substandard loans) are accounted for in accordance with ASC Topic 310-30 if they display at least some level of credit deterioration since origination.
|
•
|
Impaired loans (typically substandard loans on non-accrual status) are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.
|
|
|
Years Ended
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Distributed earnings allocated to common stock
|
|
$
|
59,047
|
|
|
$
|
48,813
|
|
|
$
|
34,422
|
|
Undistributed earnings
|
|
115,089
|
|
|
110,135
|
|
|
51,679
|
|
|||
Net income
|
|
174,136
|
|
|
158,948
|
|
|
86,101
|
|
|||
Less: preferred stock dividends
|
|
8,009
|
|
|
8,000
|
|
|
4,000
|
|
|||
Net income available to common stockholders for basic earnings per common share
|
|
166,127
|
|
|
150,948
|
|
|
82,101
|
|
|||
Plus: preferred stock dividends on convertible preferred stock
|
|
9
|
|
|
—
|
|
|
—
|
|
|||
Less: earnings and dividends allocated to participating securities
|
|
7
|
|
|
8
|
|
|
2
|
|
|||
Earnings allocated to common stockholders for diluted earnings per common share
|
|
$
|
166,129
|
|
|
$
|
150,940
|
|
|
$
|
82,099
|
|
Weighted average shares outstanding for basic earnings per common share
|
|
76,968,823
|
|
|
74,177,574
|
|
|
62,012,196
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
|
||||||
Stock options
|
|
435,976
|
|
|
300,552
|
|
|
247,436
|
|
|||
Restricted shares and units
|
|
564,418
|
|
|
370,904
|
|
|
313,774
|
|
|||
Convertible preferred stock
|
|
6,904
|
|
|
—
|
|
|
—
|
|
|||
Total dilutive effect of equity awards and convertible preferred stock
|
|
1,007,298
|
|
|
671,456
|
|
|
561,210
|
|
|||
Weighted average shares outstanding for diluted earnings per common share
|
|
77,976,121
|
|
|
74,849,030
|
|
|
62,573,406
|
|
|||
Basic earnings per common share
|
|
$
|
2.16
|
|
|
$
|
2.03
|
|
|
$
|
1.32
|
|
Diluted earnings per common share
|
|
2.13
|
|
|
2.02
|
|
|
1.31
|
|
Note 2.
|
Business Combinations
|
•
|
Pass rated loans (typically performing loans) are accounted for in accordance with ASC Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.
|
•
|
Non-impaired loans (typically performing substandard loans) are accounted for in accordance with ASC Topic 310-30 if they display at least some level of credit deterioration since origination.
|
•
|
Impaired loans (typically substandard loans on non-accrual status) are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.
|
|
|
Purchased
Credit-Impaired Loans |
|
Purchased Non-Credit-Impaired
Loans |
||||
Fair value
|
|
$
|
204,805
|
|
|
$
|
3,327,406
|
|
Gross contractual amounts receivable
|
|
244,650
|
|
|
3,707,463
|
|
||
Best estimate of contractual cash flows not expected to be collected
(1)
|
|
34,219
|
|
|
302,329
|
|
||
Best estimate of contractual cash flows expected to be collected
|
|
210,431
|
|
|
3,405,134
|
|
(1)
|
Includes interest payments not expected to be collected due to loan prepayments as well as principal and interest payments not expected to be collected due to customer default.
|
|
|
For Year Ended December 31,
|
||
|
|
2014
|
||
(in thousands)
|
|
|
||
Total revenues (net interest income plus non-interest income)
|
|
$
|
774,778
|
|
Net income
|
|
112,220
|
|
(1)
|
Per share fair value amount determined as if the shares of Series B were converted into shares common stock.
|
|
|
Purchased
Credit-Impaired Loans |
|
Purchased Non-Credit-Impaired
Loans |
||||
Fair value
|
|
$
|
51,916
|
|
|
$
|
1,888,786
|
|
Gross contractual amounts receivable
|
|
84,000
|
|
|
2,159,197
|
|
||
Best estimate of contractual cash flows not expected to be collected
(1)
|
|
23,846
|
|
|
114,660
|
|
||
Best estimate of contractual cash flows expected to be collected
|
|
60,154
|
|
|
2,044,537
|
|
(1)
|
Includes interest payments not expected to be collected due to loan prepayments as well as principal and interest payments not expected to be collected due to customer default.
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
(in thousands)
|
|
|
|
|
||||
Total revenues (net interest income plus non-interest income)
|
|
$
|
971,846
|
|
|
$
|
909,200
|
|
Net income
|
|
195,335
|
|
|
193,898
|
|
Note 3.
|
Restrictions on Cash and Due From Banks
|
Note 4.
|
Investment Securities
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
23,267
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
23,415
|
|
States and political subdivisions
|
|
376,541
|
|
|
15,669
|
|
|
(845
|
)
|
|
391,365
|
|
||||
Residential mortgage-backed securities
|
|
988,744
|
|
|
5,741
|
|
|
(10,801
|
)
|
|
983,684
|
|
||||
Commercial mortgage-backed securities
|
|
91,949
|
|
|
1,221
|
|
|
(162
|
)
|
|
93,008
|
|
||||
Corporate bonds
|
|
193,164
|
|
|
1,426
|
|
|
(695
|
)
|
|
193,895
|
|
||||
Equity securities
|
|
11,000
|
|
|
—
|
|
|
(172
|
)
|
|
10,828
|
|
||||
Total Available for Sale
|
|
1,684,665
|
|
|
24,205
|
|
|
(12,675
|
)
|
|
1,696,195
|
|
||||
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
States and political subdivisions
|
|
910,608
|
|
|
21,609
|
|
|
(3,039
|
)
|
|
929,178
|
|
||||
Residential mortgage-backed securities
|
|
159,142
|
|
|
5,420
|
|
|
—
|
|
|
164,562
|
|
||||
Total Held to Maturity
|
|
1,069,750
|
|
|
27,029
|
|
|
(3,039
|
)
|
|
1,093,740
|
|
||||
Total
|
|
$
|
2,754,415
|
|
|
$
|
51,234
|
|
|
$
|
(15,714
|
)
|
|
$
|
2,789,935
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
63,805
|
|
|
$
|
806
|
|
|
$
|
—
|
|
|
$
|
64,611
|
|
States and political subdivisions
|
|
373,285
|
|
|
23,083
|
|
|
(1
|
)
|
|
396,367
|
|
||||
Residential mortgage-backed securities
|
|
759,816
|
|
|
7,363
|
|
|
(3,630
|
)
|
|
763,549
|
|
||||
Commercial mortgage-backed securities
|
|
128,509
|
|
|
1,839
|
|
|
(241
|
)
|
|
130,107
|
|
||||
Corporate bonds
|
|
222,784
|
|
|
815
|
|
|
(3,971
|
)
|
|
219,628
|
|
||||
Equity securities
|
|
10,757
|
|
|
4
|
|
|
—
|
|
|
10,761
|
|
||||
Total Available for Sale
|
|
1,558,956
|
|
|
33,910
|
|
|
(7,843
|
)
|
|
1,585,023
|
|
||||
Held to Maturity
|
|
|
|
|
|
|
|
|
||||||||
States and political subdivisions
|
|
1,016,519
|
|
|
36,874
|
|
|
(638
|
)
|
|
1,052,755
|
|
||||
Residential mortgage-backed securities
|
|
214,291
|
|
|
7,721
|
|
|
—
|
|
|
222,012
|
|
||||
Total Held to Maturity
|
|
1,230,810
|
|
|
44,595
|
|
|
(638
|
)
|
|
1,274,767
|
|
||||
Total
|
|
$
|
2,789,766
|
|
|
$
|
78,505
|
|
|
$
|
(8,481
|
)
|
|
$
|
2,859,790
|
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
States and political subdivisions
|
|
$
|
42,806
|
|
|
$
|
(845
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,806
|
|
|
$
|
(845
|
)
|
Residential mortgage-backed securities
|
|
623,732
|
|
|
(10,084
|
)
|
|
54,990
|
|
|
(717
|
)
|
|
678,722
|
|
|
(10,801
|
)
|
||||||
Commercial mortgage-backed securities
|
|
7,062
|
|
|
(9
|
)
|
|
11,612
|
|
|
(153
|
)
|
|
18,674
|
|
|
(162
|
)
|
||||||
Corporate bonds
|
|
21,028
|
|
|
(204
|
)
|
|
20,088
|
|
|
(491
|
)
|
|
41,116
|
|
|
(695
|
)
|
||||||
Equity securities
|
|
10,828
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
10,828
|
|
|
(172
|
)
|
||||||
Total Available for Sale
|
|
705,456
|
|
|
(11,314
|
)
|
|
86,690
|
|
|
(1,361
|
)
|
|
792,146
|
|
|
(12,675
|
)
|
||||||
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
States and political subdivisions
|
|
243,568
|
|
|
(2,999
|
)
|
|
2,988
|
|
|
(40
|
)
|
|
246,556
|
|
|
(3,039
|
)
|
||||||
Total
|
|
$
|
949,024
|
|
|
$
|
(14,313
|
)
|
|
$
|
89,678
|
|
|
$
|
(1,401
|
)
|
|
$
|
1,038,702
|
|
|
$
|
(15,714
|
)
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
States and political subdivisions
|
|
$
|
219
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
(1
|
)
|
Residential mortgage-backed securities
|
|
357,877
|
|
|
(2,835
|
)
|
|
43,566
|
|
|
(795
|
)
|
|
401,443
|
|
|
(3,630
|
)
|
||||||
Commercial mortgage-backed securities
|
|
2,324
|
|
|
(5
|
)
|
|
11,809
|
|
|
(236
|
)
|
|
14,133
|
|
|
(241
|
)
|
||||||
Corporate bonds
|
|
73,774
|
|
|
(1,164
|
)
|
|
18,286
|
|
|
(2,807
|
)
|
|
92,060
|
|
|
(3,971
|
)
|
||||||
Total Available for Sale
|
|
434,194
|
|
|
(4,005
|
)
|
|
73,661
|
|
|
(3,838
|
)
|
|
507,855
|
|
|
(7,843
|
)
|
||||||
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
States and political subdivisions
|
|
66,152
|
|
|
(519
|
)
|
|
6,190
|
|
|
(119
|
)
|
|
72,342
|
|
|
(638
|
)
|
||||||
Total
|
|
$
|
500,346
|
|
|
$
|
(4,524
|
)
|
|
$
|
79,851
|
|
|
$
|
(3,957
|
)
|
|
$
|
580,197
|
|
|
$
|
(8,481
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Realized gains
|
|
$
|
614
|
|
|
$
|
1,470
|
|
|
$
|
2,045
|
|
Realized losses
|
|
(167
|
)
|
|
(1,646
|
)
|
|
(4,478
|
)
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||
Net losses
|
|
$
|
447
|
|
|
$
|
(176
|
)
|
|
$
|
(2,525
|
)
|
|
|
Amortized
|
|
Fair
|
||||
(In thousands)
|
|
Cost
|
|
Value
|
||||
Available for sale:
|
|
|
|
|
|
|
||
Due in one year or less
|
|
$
|
67,153
|
|
|
$
|
67,424
|
|
Due after one year through five years
|
|
231,930
|
|
|
235,275
|
|
||
Due after five years through ten years
|
|
44,364
|
|
|
44,873
|
|
||
Due after ten years
|
|
249,525
|
|
|
261,103
|
|
||
Equity securities
|
|
11,000
|
|
|
10,828
|
|
||
Residential and commercial mortgage-backed securities
|
|
1,080,693
|
|
|
1,076,692
|
|
||
Total Available for Sale
|
|
1,684,665
|
|
|
1,696,195
|
|
||
Held to maturity:
|
|
|
|
|
|
|
||
Due in one year or less
|
|
69,289
|
|
|
69,332
|
|
||
Due after one year through five years
|
|
136,426
|
|
|
139,892
|
|
||
Due after five years through ten years
|
|
166,101
|
|
|
171,937
|
|
||
Due after ten years
|
|
538,792
|
|
|
548,017
|
|
||
Residential mortgage-backed securities
|
|
159,142
|
|
|
164,562
|
|
||
Total Held to Maturity
|
|
1,069,750
|
|
|
1,093,740
|
|
||
Total
|
|
$
|
2,754,415
|
|
|
$
|
2,789,935
|
|
Note 5.
|
Loans
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Commercial
|
|
$
|
4,346,506
|
|
|
$
|
3,616,286
|
|
Commercial collateralized by assignment of lease payments
|
|
2,002,976
|
|
|
1,779,072
|
|
||
Commercial real estate
|
|
3,788,016
|
|
|
2,695,676
|
|
||
Residential real estate
|
|
1,060,828
|
|
|
628,169
|
|
||
Construction real estate
|
|
518,562
|
|
|
252,060
|
|
||
Indirect vehicle
|
|
541,680
|
|
|
384,095
|
|
||
Home equity
|
|
266,377
|
|
|
216,573
|
|
||
Other consumer
|
|
80,781
|
|
|
80,661
|
|
||
Gross loans, excluding purchased credit-impaired loans
|
|
12,605,726
|
|
|
9,652,592
|
|
||
Purchased credit-impaired loans
|
|
163,077
|
|
|
141,406
|
|
||
Total loans
|
|
$
|
12,768,803
|
|
|
$
|
9,793,998
|
|
|
|
Current
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
Loans Past Due
90 Days or More |
|
Total
Past Due |
|
Total
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
4,337,348
|
|
|
$
|
2,515
|
|
|
$
|
156
|
|
|
$
|
6,487
|
|
|
$
|
9,158
|
|
|
$
|
4,346,506
|
|
Commercial collateralized by assignment of lease payments
|
|
1,989,934
|
|
|
9,229
|
|
|
1,869
|
|
|
1,944
|
|
|
13,042
|
|
|
2,002,976
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
582,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582,450
|
|
||||||
Industrial
|
|
825,715
|
|
|
3,045
|
|
|
3,293
|
|
|
1,340
|
|
|
7,678
|
|
|
833,393
|
|
||||||
Multifamily
|
|
547,107
|
|
|
458
|
|
|
53
|
|
|
379
|
|
|
890
|
|
|
547,997
|
|
||||||
Retail
|
|
506,789
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|
507,357
|
|
||||||
Office
|
|
405,992
|
|
|
350
|
|
|
475
|
|
|
6,381
|
|
|
7,206
|
|
|
413,198
|
|
||||||
Other
|
|
899,950
|
|
|
2,385
|
|
|
1,155
|
|
|
131
|
|
|
3,671
|
|
|
903,621
|
|
||||||
Residential real estate
|
|
1,041,189
|
|
|
8,248
|
|
|
3,409
|
|
|
7,982
|
|
|
19,639
|
|
|
1,060,828
|
|
||||||
Construction real estate
|
|
518,171
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|
518,562
|
|
||||||
Indirect vehicle
|
|
537,221
|
|
|
2,836
|
|
|
1,062
|
|
|
561
|
|
|
4,459
|
|
|
541,680
|
|
||||||
Home equity
|
|
261,765
|
|
|
1,219
|
|
|
815
|
|
|
2,578
|
|
|
4,612
|
|
|
266,377
|
|
||||||
Other consumer
|
|
80,443
|
|
|
152
|
|
|
120
|
|
|
66
|
|
|
338
|
|
|
80,781
|
|
||||||
Gross loans, excluding purchased credit-impaired loans
|
|
12,534,074
|
|
|
31,005
|
|
|
12,798
|
|
|
27,849
|
|
|
71,652
|
|
|
12,605,726
|
|
||||||
Purchased credit-impaired loans
|
|
86,169
|
|
|
6,546
|
|
|
6,600
|
|
|
63,762
|
|
|
76,908
|
|
|
163,077
|
|
||||||
Total loans
|
|
$
|
12,620,243
|
|
|
$
|
37,551
|
|
|
$
|
19,398
|
|
|
$
|
91,611
|
|
|
$
|
148,560
|
|
|
$
|
12,768,803
|
|
Non-performing loan aging
|
|
$
|
28,364
|
|
|
$
|
2,308
|
|
|
$
|
978
|
|
|
$
|
27,702
|
|
|
$
|
30,988
|
|
|
$
|
59,352
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
3,586,372
|
|
|
$
|
22,956
|
|
|
$
|
97
|
|
|
$
|
6,861
|
|
|
$
|
29,914
|
|
|
$
|
3,616,286
|
|
Commercial collateralized by assignment of lease payments
|
|
1,758,839
|
|
|
3,399
|
|
|
5,902
|
|
|
10,932
|
|
|
20,233
|
|
|
1,779,072
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
476,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476,939
|
|
||||||
Industrial
|
|
400,182
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|
757
|
|
|
400,939
|
|
||||||
Multifamily
|
|
399,333
|
|
|
622
|
|
|
88
|
|
|
934
|
|
|
1,644
|
|
|
400,977
|
|
||||||
Retail
|
|
410,958
|
|
|
6,189
|
|
|
7,411
|
|
|
180
|
|
|
13,780
|
|
|
424,738
|
|
||||||
Office
|
|
223,935
|
|
|
58
|
|
|
—
|
|
|
5,189
|
|
|
5,247
|
|
|
229,182
|
|
||||||
Other
|
|
760,530
|
|
|
622
|
|
|
82
|
|
|
1,667
|
|
|
2,371
|
|
|
762,901
|
|
||||||
Residential real estate
|
|
612,573
|
|
|
5,193
|
|
|
1,729
|
|
|
8,674
|
|
|
15,596
|
|
|
628,169
|
|
||||||
Construction real estate
|
|
252,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,060
|
|
||||||
Indirect vehicle
|
|
380,899
|
|
|
2,085
|
|
|
698
|
|
|
413
|
|
|
3,196
|
|
|
384,095
|
|
||||||
Home equity
|
|
207,818
|
|
|
1,774
|
|
|
1,398
|
|
|
5,583
|
|
|
8,755
|
|
|
216,573
|
|
||||||
Other consumer
|
|
80,225
|
|
|
254
|
|
|
84
|
|
|
98
|
|
|
436
|
|
|
80,661
|
|
||||||
Gross loans, excluding purchased credit-impaired loans
|
|
9,550,663
|
|
|
43,152
|
|
|
17,489
|
|
|
41,288
|
|
|
101,929
|
|
|
9,652,592
|
|
||||||
Purchased credit-impaired loans
|
|
81,250
|
|
|
3,311
|
|
|
4,439
|
|
|
52,406
|
|
|
60,156
|
|
|
141,406
|
|
||||||
Total loans
|
|
$
|
9,631,913
|
|
|
$
|
46,463
|
|
|
$
|
21,928
|
|
|
$
|
93,694
|
|
|
$
|
162,085
|
|
|
$
|
9,793,998
|
|
Non-performing loan aging
|
|
$
|
44,290
|
|
|
$
|
9,827
|
|
|
$
|
9,367
|
|
|
$
|
41,177
|
|
|
$
|
60,371
|
|
|
$
|
104,661
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
Loans past due
|
|
|
|
Loans past due
|
||||||||
|
|
Non-accrual
|
|
90 days or more
and still accruing
|
|
Non-accrual
|
|
90 days or more
and still accruing
|
||||||||
Commercial
|
|
$
|
11,222
|
|
|
$
|
1,406
|
|
|
$
|
24,689
|
|
|
$
|
42
|
|
Commercial collateralized by assignment of lease payments
|
|
1,364
|
|
|
1,197
|
|
|
7,027
|
|
|
5,318
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Healthcare
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Industrial
|
|
276
|
|
|
1,064
|
|
|
1,136
|
|
|
—
|
|
||||
Multifamily
|
|
2,662
|
|
|
—
|
|
|
3,415
|
|
|
—
|
|
||||
Office
|
|
896
|
|
|
6,381
|
|
|
4,496
|
|
|
693
|
|
||||
Retail
|
|
384
|
|
|
—
|
|
|
17,594
|
|
|
—
|
|
||||
Other
|
|
83
|
|
|
21
|
|
|
1,544
|
|
|
195
|
|
||||
Residential real estate
|
|
16,538
|
|
|
235
|
|
|
17,951
|
|
|
253
|
|
||||
Construction real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Indirect vehicle
|
|
2,355
|
|
|
10
|
|
|
2,046
|
|
|
—
|
|
||||
Home equity
|
|
13,187
|
|
|
—
|
|
|
18,156
|
|
|
—
|
|
||||
Other consumer
|
|
7
|
|
|
64
|
|
|
11
|
|
|
95
|
|
||||
Total
|
|
$
|
48,974
|
|
|
$
|
10,378
|
|
|
$
|
98,065
|
|
|
$
|
6,596
|
|
|
|
Pass
|
|
Special
Mention |
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
|
$
|
4,127,397
|
|
|
$
|
113,838
|
|
|
$
|
105,271
|
|
|
$
|
—
|
|
|
$
|
4,346,506
|
|
Commercial collateralized by assignment of lease payments
|
|
1,981,689
|
|
|
16,010
|
|
|
5,277
|
|
|
—
|
|
|
2,002,976
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Healthcare
|
|
545,663
|
|
|
32,251
|
|
|
4,536
|
|
|
—
|
|
|
582,450
|
|
|||||
Industrial
|
|
814,668
|
|
|
17,962
|
|
|
763
|
|
|
—
|
|
|
833,393
|
|
|||||
Multifamily
|
|
544,071
|
|
|
312
|
|
|
3,614
|
|
|
—
|
|
|
547,997
|
|
|||||
Retail
|
|
498,458
|
|
|
8,350
|
|
|
549
|
|
|
—
|
|
|
507,357
|
|
|||||
Office
|
|
404,811
|
|
|
5,299
|
|
|
3,088
|
|
|
—
|
|
|
413,198
|
|
|||||
Other
|
|
820,229
|
|
|
44,629
|
|
|
38,763
|
|
|
—
|
|
|
903,621
|
|
|||||
Construction real estate
|
|
518,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518,562
|
|
|||||
Total
|
|
$
|
10,255,548
|
|
|
$
|
238,651
|
|
|
$
|
161,861
|
|
|
$
|
—
|
|
|
$
|
10,656,060
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
|
$
|
3,373,943
|
|
|
$
|
115,548
|
|
|
$
|
126,795
|
|
|
$
|
—
|
|
|
$
|
3,616,286
|
|
Commercial collateralized by assignment of lease payments
|
|
1,760,674
|
|
|
4,367
|
|
|
14,031
|
|
|
—
|
|
|
1,779,072
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Healthcare
|
|
472,599
|
|
|
4,340
|
|
|
—
|
|
|
—
|
|
|
476,939
|
|
|||||
Industrial
|
|
380,200
|
|
|
19,011
|
|
|
1,728
|
|
|
—
|
|
|
400,939
|
|
|||||
Multifamily
|
|
396,117
|
|
|
595
|
|
|
4,265
|
|
|
—
|
|
|
400,977
|
|
|||||
Retail
|
|
393,543
|
|
|
13,310
|
|
|
17,885
|
|
|
—
|
|
|
424,738
|
|
|||||
Office
|
|
216,584
|
|
|
3,797
|
|
|
8,801
|
|
|
—
|
|
|
229,182
|
|
|||||
Other
|
|
730,713
|
|
|
6,193
|
|
|
25,995
|
|
|
—
|
|
|
762,901
|
|
|||||
Construction real estate
|
|
252,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,060
|
|
|||||
Total
|
|
$
|
7,976,433
|
|
|
$
|
167,161
|
|
|
$
|
199,500
|
|
|
$
|
—
|
|
|
$
|
8,343,094
|
|
|
|
Performing
|
|
Non-performing
|
|
Total
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||
Residential real estate
|
|
$
|
1,044,055
|
|
|
$
|
16,773
|
|
|
$
|
1,060,828
|
|
Indirect vehicle
|
|
539,315
|
|
|
2,365
|
|
|
541,680
|
|
|||
Home equity
|
|
253,190
|
|
|
13,187
|
|
|
266,377
|
|
|||
Other consumer
|
|
80,710
|
|
|
71
|
|
|
80,781
|
|
|||
Total
|
|
$
|
1,917,270
|
|
|
$
|
32,396
|
|
|
$
|
1,949,666
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|||
Residential real estate
|
|
$
|
609,965
|
|
|
$
|
18,204
|
|
|
$
|
628,169
|
|
Indirect vehicle
|
|
382,049
|
|
|
2,046
|
|
|
384,095
|
|
|||
Home equity
|
|
198,417
|
|
|
18,156
|
|
|
216,573
|
|
|||
Other consumer
|
|
80,555
|
|
|
106
|
|
|
80,661
|
|
|||
Total
|
|
$
|
1,270,986
|
|
|
$
|
38,512
|
|
|
$
|
1,309,498
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
|
Unpaid
Principal Balance |
|
Recorded
Investment |
|
Partial
Charge-offs |
|
Allowance for
Loan and Lease Losses Allocated |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
9,056
|
|
|
$
|
9,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,944
|
|
|
$
|
—
|
|
Commercial collateralized by assignment of lease payments
|
|
1,129
|
|
|
747
|
|
|
382
|
|
|
—
|
|
|
1,045
|
|
|
34
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402
|
|
|
—
|
|
||||||
Multifamily
|
|
1,922
|
|
|
1,922
|
|
|
—
|
|
|
—
|
|
|
2,348
|
|
|
—
|
|
||||||
Retail
|
|
2,670
|
|
|
929
|
|
|
1,741
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
||||||
Office
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||||
Residential real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Construction real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Indirect vehicle
|
|
223
|
|
|
122
|
|
|
101
|
|
|
—
|
|
|
252
|
|
|
—
|
|
||||||
Home equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
14,403
|
|
|
14,403
|
|
|
—
|
|
|
2,889
|
|
|
22,737
|
|
|
—
|
|
||||||
Commercial collateralized by assignment of lease payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,397
|
|
|
18
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Multifamily
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Retail
|
|
3,592
|
|
|
3,592
|
|
|
—
|
|
|
354
|
|
|
6,827
|
|
|
—
|
|
||||||
Office
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
||||||
Residential real estate
|
|
16,257
|
|
|
14,353
|
|
|
1,904
|
|
|
2,163
|
|
|
13,412
|
|
|
—
|
|
||||||
Construction real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Indirect vehicle
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Home equity
|
|
31,104
|
|
|
28,790
|
|
|
2,314
|
|
|
2,930
|
|
|
28,677
|
|
|
—
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
80,356
|
|
|
$
|
73,914
|
|
|
$
|
6,442
|
|
|
$
|
8,336
|
|
|
$
|
87,645
|
|
|
$
|
52
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
|
Unpaid
Principal Balance |
|
Recorded
Investment |
|
Partial
Charge-offs |
|
Allowance for
Loan and Lease Losses Allocated |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
11,253
|
|
|
$
|
11,253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,628
|
|
|
$
|
—
|
|
Commercial collateralized by assignment of lease payments
|
|
3,453
|
|
|
2,949
|
|
|
504
|
|
|
—
|
|
|
1,035
|
|
|
54
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Industrial
|
|
820
|
|
|
757
|
|
|
63
|
|
|
—
|
|
|
3,467
|
|
|
—
|
|
||||||
Multifamily
|
|
575
|
|
|
575
|
|
|
—
|
|
|
—
|
|
|
1,540
|
|
|
17
|
|
||||||
Retail
|
|
7,872
|
|
|
6,131
|
|
|
1,741
|
|
|
—
|
|
|
2,768
|
|
|
—
|
|
||||||
Office
|
|
1,608
|
|
|
1,031
|
|
|
577
|
|
|
—
|
|
|
1,663
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
965
|
|
|
—
|
|
||||||
Residential real estate
|
|
970
|
|
|
970
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
||||||
Construction real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Indirect vehicle
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Home equity
|
|
927
|
|
|
927
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
23,394
|
|
|
23,394
|
|
|
—
|
|
|
7,523
|
|
|
18,820
|
|
|
—
|
|
||||||
Commercial collateralized by assignment of lease payments
|
|
3,297
|
|
|
3,297
|
|
|
—
|
|
|
1,790
|
|
|
4,013
|
|
|
104
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
||||||
Multifamily
|
|
2,155
|
|
|
2,155
|
|
|
—
|
|
|
17
|
|
|
3,307
|
|
|
27
|
|
||||||
Retail
|
|
16,034
|
|
|
16,034
|
|
|
—
|
|
|
4,926
|
|
|
8,885
|
|
|
—
|
|
||||||
Office
|
|
2,929
|
|
|
2,929
|
|
|
—
|
|
|
1,717
|
|
|
2,457
|
|
|
—
|
|
||||||
Other
|
|
592
|
|
|
592
|
|
|
—
|
|
|
199
|
|
|
9,629
|
|
|
—
|
|
||||||
Residential real estate
|
|
12,950
|
|
|
12,769
|
|
|
181
|
|
|
2,634
|
|
|
13,484
|
|
|
—
|
|
||||||
Construction real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
||||||
Indirect vehicle
|
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
—
|
|
||||||
Home equity
|
|
28,696
|
|
|
28,583
|
|
|
113
|
|
|
3,131
|
|
|
27,747
|
|
|
—
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
117,644
|
|
|
$
|
114,465
|
|
|
$
|
3,179
|
|
|
$
|
21,937
|
|
|
$
|
108,854
|
|
|
$
|
202
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
Number of
Loans |
|
Pre-Modification Recorded
Investment |
|
Post-Modification Recorded
Investment |
|
Charge-offs and
Specific Reserves |
||||||
Performing:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
2
|
|
$
|
4,388
|
|
|
$
|
4,388
|
|
|
$
|
412
|
|
Residential real estate
|
|
6
|
|
939
|
|
|
939
|
|
|
$
|
143
|
|
||
Home equity
|
|
13
|
|
2,113
|
|
|
2,113
|
|
|
172
|
|
|||
Total
|
|
21
|
|
$
|
7,440
|
|
|
$
|
7,440
|
|
|
$
|
727
|
|
Non-Performing:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
8
|
|
$
|
17,472
|
|
|
$
|
17,472
|
|
|
$
|
5,784
|
|
Commercial collateralized by assignment of lease payments
|
|
2
|
|
794
|
|
|
794
|
|
|
382
|
|
|||
Residential real estate
|
|
10
|
|
1,310
|
|
|
1,310
|
|
|
245
|
|
|||
Indirect vehicle
|
|
33
|
|
220
|
|
|
220
|
|
|
75
|
|
|||
Home equity
|
|
42
|
|
4,933
|
|
|
4,933
|
|
|
293
|
|
|||
Total
|
|
95
|
|
$
|
24,729
|
|
|
$
|
24,729
|
|
|
$
|
6,779
|
|
|
|
December 31, 2015
|
|||||||||||||
|
|
Number of
Loans |
|
Pre-Modification Recorded
Investment |
|
Post-Modification Recorded
Investment |
|
Charge-offs and
Specific Reserves |
|||||||
Performing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
6
|
|
|
$
|
11,074
|
|
|
$
|
11,074
|
|
|
$
|
2,810
|
|
Home equity
|
|
17
|
|
|
4,809
|
|
|
4,809
|
|
|
—
|
|
|||
Total
|
|
23
|
|
|
$
|
15,883
|
|
|
$
|
15,883
|
|
|
$
|
2,810
|
|
Non-Performing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Industrial
|
|
1
|
|
|
$
|
414
|
|
|
$
|
414
|
|
|
$
|
9
|
|
Multifamily
|
|
1
|
|
|
334
|
|
|
334
|
|
|
—
|
|
|||
Office
|
|
1
|
|
|
815
|
|
|
815
|
|
|
191
|
|
|||
Residential real estate
|
|
1
|
|
|
140
|
|
|
140
|
|
|
17
|
|
|||
Indirect vehicle
|
|
16
|
|
|
88
|
|
|
88
|
|
|
32
|
|
|||
Home equity
|
|
17
|
|
|
2,959
|
|
|
2,959
|
|
|
306
|
|
|||
Total
|
|
37
|
|
|
$
|
4,750
|
|
|
$
|
4,750
|
|
|
$
|
555
|
|
|
|
Performing
|
|
Non-performing
|
||||
Beginning balance
|
|
$
|
26,991
|
|
|
$
|
23,619
|
|
Additions
|
|
7,440
|
|
|
24,729
|
|
||
Charge-offs
|
|
—
|
|
|
(1,089
|
)
|
||
Principal payments, net
|
|
(3,287
|
)
|
|
(9,270
|
)
|
||
Removals
|
|
(1,995
|
)
|
|
(6,611
|
)
|
||
Transfer to other real estate owned
|
|
—
|
|
|
(772
|
)
|
||
Transfers in
|
|
4,439
|
|
|
901
|
|
||
Transfers out
|
|
(901
|
)
|
|
(4,439
|
)
|
||
Ending balance
|
|
$
|
32,687
|
|
|
$
|
27,068
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Extended Maturity,
|
|
|
|
Maturity, Delay
|
|
Delay in
|
|
|
||||||||||
|
Amortization
|
|
Extended
|
|
in Payments and
|
|
Payments or
|
|
|
||||||||||
|
and Reduction
|
|
Maturity and/or
|
|
Reduction of
|
|
Reduction of
|
|
|
||||||||||
|
of Interest Rate
|
|
Amortization
|
|
Amount
|
|
Interest Rate
|
|
Total
|
||||||||||
Commercial
|
$
|
—
|
|
|
$
|
17,472
|
|
|
$
|
—
|
|
|
$
|
4,388
|
|
|
$
|
21,860
|
|
Commercial collateralized by assignment of lease payments
|
—
|
|
|
—
|
|
|
794
|
|
|
—
|
|
|
794
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate
|
484
|
|
|
712
|
|
|
—
|
|
|
1,053
|
|
|
2,249
|
|
|||||
Indirect vehicle
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
220
|
|
|||||
Home equity
|
3,769
|
|
|
2,030
|
|
|
—
|
|
|
1,247
|
|
|
7,046
|
|
|||||
Total
|
$
|
4,253
|
|
|
$
|
20,214
|
|
|
$
|
794
|
|
|
$
|
6,908
|
|
|
$
|
32,169
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
|
$
|
131,508
|
|
|
$
|
114,057
|
|
|
$
|
113,462
|
|
Allowance for unfunded credit commitments acquired through business combination
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|||
Utilization of allowance for unfunded credit commitments
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|||
Provision for credit losses
|
|
19,563
|
|
|
21,386
|
|
|
12,052
|
|
|||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
2,126
|
|
|
2,993
|
|
|
1,339
|
|
|||
Commercial collateralized by assignment of lease payments
|
|
6,740
|
|
|
2,765
|
|
|
925
|
|
|||
Commercial real estate
|
|
2,851
|
|
|
3,563
|
|
|
11,438
|
|
|||
Residential real estate
|
|
1,356
|
|
|
1,450
|
|
|
1,718
|
|
|||
Construction real estate
|
|
593
|
|
|
34
|
|
|
79
|
|
|||
Indirect vehicle
|
|
3,505
|
|
|
2,980
|
|
|
3,735
|
|
|||
Home equity
|
|
1,662
|
|
|
1,485
|
|
|
3,383
|
|
|||
Other consumer
|
|
1,778
|
|
|
1,941
|
|
|
2,128
|
|
|||
Total charge-offs
|
|
20,611
|
|
|
17,211
|
|
|
24,745
|
|
|||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|||
Commercial
|
|
2,434
|
|
|
1,749
|
|
|
3,757
|
|
|||
Commercial collateralized by assignment of lease payments
|
|
550
|
|
|
1,112
|
|
|
939
|
|
|||
Commercial real estate
|
|
3,729
|
|
|
6,723
|
|
|
4,020
|
|
|||
Residential real estate
|
|
1,210
|
|
|
515
|
|
|
1,190
|
|
|||
Construction real estate
|
|
142
|
|
|
272
|
|
|
252
|
|
|||
Indirect vehicle
|
|
1,837
|
|
|
1,853
|
|
|
1,736
|
|
|||
Home equity
|
|
756
|
|
|
579
|
|
|
482
|
|
|||
Other consumer
|
|
724
|
|
|
473
|
|
|
288
|
|
|||
Total recoveries
|
|
11,382
|
|
|
13,276
|
|
|
12,664
|
|
|||
Net charge-offs
|
|
9,229
|
|
|
3,935
|
|
|
12,081
|
|
|||
Allowance for credit losses
|
|
141,842
|
|
|
131,508
|
|
|
114,057
|
|
|||
Allowance for unfunded credit commitments
|
|
(2,476
|
)
|
|
(3,368
|
)
|
|
(4,031
|
)
|
|||
Balance at December 31,
|
|
$
|
139,366
|
|
|
$
|
128,140
|
|
|
$
|
110,026
|
|
|
|
Commercial
|
|
Commercial
collateralized by
assignment of
lease payments
|
|
Commercial
real estate
|
|
Residential
real estate
|
|
Construction
real estate
|
|
Indirect
vehicle
|
|
Home
equity
|
|
Other Consumer
|
|
Unfunded
Commitments
|
|
Total
|
||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
39,316
|
|
|
$
|
10,434
|
|
|
$
|
45,475
|
|
|
$
|
5,734
|
|
|
$
|
15,113
|
|
|
$
|
2,418
|
|
|
$
|
7,374
|
|
|
$
|
2,276
|
|
|
$
|
3,368
|
|
|
$
|
131,508
|
|
Charge-offs
|
|
2,126
|
|
|
6,740
|
|
|
2,851
|
|
|
1,356
|
|
|
593
|
|
|
3,505
|
|
|
1,662
|
|
|
1,778
|
|
|
—
|
|
|
20,611
|
|
||||||||||
Recoveries
|
|
2,434
|
|
|
550
|
|
|
3,729
|
|
|
1,210
|
|
|
142
|
|
|
1,837
|
|
|
756
|
|
|
724
|
|
|
—
|
|
|
11,382
|
|
||||||||||
Provision
|
|
5,037
|
|
|
7,994
|
|
|
5,454
|
|
|
383
|
|
|
96
|
|
|
2,671
|
|
|
(999
|
)
|
|
(181
|
)
|
|
(892
|
)
|
|
19,563
|
|
||||||||||
Ending balance
|
|
$
|
44,661
|
|
|
$
|
12,238
|
|
|
$
|
51,807
|
|
|
$
|
5,971
|
|
|
$
|
14,758
|
|
|
$
|
3,421
|
|
|
$
|
5,469
|
|
|
$
|
1,041
|
|
|
$
|
2,476
|
|
|
$
|
141,842
|
|
Ending allowance balance attributable to loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
|
$
|
2,889
|
|
|
$
|
—
|
|
|
$
|
354
|
|
|
$
|
2,163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,930
|
|
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
8,953
|
|
Collectively evaluated for impairment
|
|
41,594
|
|
|
12,238
|
|
|
50,811
|
|
|
3,808
|
|
|
14,712
|
|
|
3,421
|
|
|
2,539
|
|
|
1,041
|
|
|
1,859
|
|
|
132,023
|
|
||||||||||
Acquired and accounted for under ASC Topic 310-30 (1)
|
|
178
|
|
|
—
|
|
|
642
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
866
|
|
||||||||||
Total ending allowance balance
|
|
$
|
44,661
|
|
|
$
|
12,238
|
|
|
$
|
51,807
|
|
|
$
|
5,971
|
|
|
$
|
14,758
|
|
|
$
|
3,421
|
|
|
$
|
5,469
|
|
|
$
|
1,041
|
|
|
$
|
2,476
|
|
|
$
|
141,842
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
|
$
|
23,459
|
|
|
$
|
747
|
|
|
$
|
6,443
|
|
|
$
|
14,353
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
28,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73,914
|
|
Collectively evaluated for impairment
|
|
4,323,047
|
|
|
2,002,229
|
|
|
3,781,573
|
|
|
1,046,475
|
|
|
518,562
|
|
|
541,558
|
|
|
237,587
|
|
|
80,781
|
|
|
—
|
|
|
12,531,812
|
|
||||||||||
Acquired and accounted for under ASC Topic 310-30
(1)
|
|
22,257
|
|
|
—
|
|
|
46,994
|
|
|
72,184
|
|
|
4,832
|
|
|
—
|
|
|
14,549
|
|
|
2,261
|
|
|
—
|
|
|
163,077
|
|
||||||||||
Total ending loans balance
|
|
$
|
4,368,763
|
|
|
$
|
2,002,976
|
|
|
$
|
3,835,010
|
|
|
$
|
1,133,012
|
|
|
$
|
523,394
|
|
|
$
|
541,680
|
|
|
$
|
280,926
|
|
|
$
|
83,042
|
|
|
$
|
—
|
|
|
$
|
12,768,803
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
29,571
|
|
|
$
|
9,962
|
|
|
$
|
41,826
|
|
|
$
|
6,646
|
|
|
$
|
8,918
|
|
|
$
|
1,687
|
|
|
$
|
9,456
|
|
|
$
|
1,960
|
|
|
$
|
4,031
|
|
|
$
|
114,057
|
|
Charge-offs
|
|
2,993
|
|
|
2,765
|
|
|
3,563
|
|
|
1,450
|
|
|
34
|
|
|
2,980
|
|
|
1,485
|
|
|
1,941
|
|
|
—
|
|
|
17,211
|
|
||||||||||
Recoveries
|
|
1,749
|
|
|
1,112
|
|
|
6,723
|
|
|
515
|
|
|
272
|
|
|
1,853
|
|
|
579
|
|
|
473
|
|
|
—
|
|
|
13,276
|
|
||||||||||
Provision
|
|
10,989
|
|
|
2,125
|
|
|
489
|
|
|
23
|
|
|
5,957
|
|
|
1,858
|
|
|
(1,176
|
)
|
|
1,784
|
|
|
(663
|
)
|
|
21,386
|
|
||||||||||
Ending balance
|
|
$
|
39,316
|
|
|
$
|
10,434
|
|
|
$
|
45,475
|
|
|
$
|
5,734
|
|
|
$
|
15,113
|
|
|
$
|
2,418
|
|
|
$
|
7,374
|
|
|
$
|
2,276
|
|
|
$
|
3,368
|
|
|
$
|
131,508
|
|
Ending allowance balance attributable to loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
|
$
|
7,523
|
|
|
$
|
1,790
|
|
|
$
|
6,859
|
|
|
$
|
2,634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,131
|
|
|
$
|
—
|
|
|
$
|
1,392
|
|
|
$
|
23,329
|
|
Collectively evaluated for impairment
|
|
31,228
|
|
|
8,644
|
|
|
37,198
|
|
|
3,100
|
|
|
15,019
|
|
|
2,418
|
|
|
4,243
|
|
|
2,276
|
|
|
1,976
|
|
|
106,102
|
|
||||||||||
Acquired and accounted for under ASC Topic 310-30
(1)
|
|
565
|
|
|
—
|
|
|
1,418
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,077
|
|
||||||||||
Total ending allowance balance
|
|
$
|
39,316
|
|
|
$
|
10,434
|
|
|
$
|
45,475
|
|
|
$
|
5,734
|
|
|
$
|
15,113
|
|
|
$
|
2,418
|
|
|
$
|
7,374
|
|
|
$
|
2,276
|
|
|
$
|
3,368
|
|
|
$
|
131,508
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
|
$
|
34,647
|
|
|
$
|
6,246
|
|
|
$
|
30,204
|
|
|
$
|
13,739
|
|
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
29,510
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114,465
|
|
Collectively evaluated for impairment
|
|
3,581,639
|
|
|
1,772,826
|
|
|
2,665,472
|
|
|
614,430
|
|
|
252,060
|
|
|
383,976
|
|
|
187,063
|
|
|
80,661
|
|
|
—
|
|
|
9,538,127
|
|
||||||||||
Acquired and accounted for under ASC Topic 310-30
(1)
|
|
24,284
|
|
|
—
|
|
|
36,362
|
|
|
53,156
|
|
|
10,891
|
|
|
—
|
|
|
14,004
|
|
|
2,709
|
|
|
—
|
|
|
141,406
|
|
||||||||||
Total ending loans balance
|
|
$
|
3,640,570
|
|
|
$
|
1,779,072
|
|
|
$
|
2,732,038
|
|
|
$
|
681,325
|
|
|
$
|
262,951
|
|
|
$
|
384,095
|
|
|
$
|
230,577
|
|
|
$
|
83,370
|
|
|
$
|
—
|
|
|
$
|
9,793,998
|
|
(1)
|
Loans acquired in business combinations and accounted for under ASC Topic 310-30 “Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality.”
|
•
|
Pass rated loans (typically performing loans) are accounted for in accordance with ASC Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.
|
•
|
Non-impaired loans (typically performing substandard loans) are accounted for in accordance with ASC Topic 310-30 if they display at least some level of credit deterioration since origination.
|
•
|
Impaired loans (typically substandard loans on non-accrual status) are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
|
$
|
12,596
|
|
|
$
|
7,434
|
|
Purchases
|
|
5,086
|
|
|
—
|
|
||
Accretion
|
|
(9,585
|
)
|
|
(9,637
|
)
|
||
Other
(1)
|
|
7,953
|
|
|
14,799
|
|
||
Balance at end of period
|
|
$
|
16,050
|
|
|
$
|
12,596
|
|
(1)
|
Primarily includes discount transfers from non-accretable discount to accretable discount due to better than expected performance of loan pools acquired and accounted for under ASC Topic 310-30.
|
December 31, 2016
|
|
Purchased
Credit-Impaired Loans |
|
Purchased Non-Credit-Impaired
Loans |
|
Total
|
||||||
Covered loans:
|
|
|
|
|
|
|
|
|
|
|||
Consumer related
|
|
$
|
16,639
|
|
|
$
|
—
|
|
|
$
|
16,639
|
|
Non covered loans:
|
|
|
|
|
|
|
|
|
|
|||
Commercial loans
|
|
$
|
22,257
|
|
|
$
|
797,759
|
|
|
$
|
820,016
|
|
Commercial loans collateralized by assignment of lease payments
|
|
—
|
|
|
104,119
|
|
|
104,119
|
|
|||
Commercial real estate
|
|
46,994
|
|
|
1,278,702
|
|
|
1,325,696
|
|
|||
Construction real estate
|
|
4,832
|
|
|
15,336
|
|
|
20,168
|
|
|||
Consumer related
|
|
6,232
|
|
|
374,260
|
|
|
380,492
|
|
|||
Total non-covered loans
|
|
80,315
|
|
|
2,570,176
|
|
|
2,650,491
|
|
|||
Total acquired
|
|
$
|
96,954
|
|
|
$
|
2,570,176
|
|
|
$
|
2,667,130
|
|
Note 6.
|
Lease Investments
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Direct finance leases:
|
|
|
|
|
|
|
||
Minimum lease payments
|
|
$
|
433,451
|
|
|
$
|
392,901
|
|
Estimated unguaranteed residual values
|
|
78,256
|
|
|
74,411
|
|
||
Less: unearned income
|
|
(36,327
|
)
|
|
(34,675
|
)
|
||
Direct finance leases
(1)
|
|
$
|
475,380
|
|
|
$
|
432,637
|
|
Leveraged leases:
|
|
|
|
|
|
|
||
Minimum lease payments
|
|
$
|
821
|
|
|
$
|
3,286
|
|
Estimated unguaranteed residual values
|
|
108
|
|
|
523
|
|
||
Less: unearned income
|
|
(25
|
)
|
|
(126
|
)
|
||
Less: related non-recourse debt
|
|
(803
|
)
|
|
(3,199
|
)
|
||
Leveraged leases
(1)
|
|
$
|
101
|
|
|
$
|
484
|
|
Operating leases:
|
|
|
|
|
|
|
||
Equipment, at cost
|
|
$
|
440,861
|
|
|
$
|
318,843
|
|
Less accumulated depreciation
|
|
(129,534
|
)
|
|
(107,156
|
)
|
||
Lease investments, net
|
|
$
|
311,327
|
|
|
$
|
211,687
|
|
|
|
Direct
Finance
|
|
Leveraged
|
|
Operating
|
|
|
||||||||
Year
|
|
Leases
|
|
Leases
|
|
Leases
|
|
Total
|
||||||||
2017
|
|
$
|
157,419
|
|
|
$
|
642
|
|
|
$
|
68,132
|
|
|
$
|
226,193
|
|
2018
|
|
116,334
|
|
|
179
|
|
|
53,383
|
|
|
169,896
|
|
||||
2019
|
|
76,393
|
|
|
—
|
|
|
38,013
|
|
|
114,406
|
|
||||
2020
|
|
44,327
|
|
|
—
|
|
|
23,500
|
|
|
67,827
|
|
||||
2021
|
|
21,723
|
|
|
—
|
|
|
16,157
|
|
|
37,880
|
|
||||
Thereafter
|
|
17,255
|
|
|
—
|
|
|
21,034
|
|
|
38,289
|
|
||||
|
|
$
|
433,451
|
|
|
$
|
821
|
|
|
$
|
220,219
|
|
|
$
|
654,491
|
|
|
|
Residual Values
|
||||||||||||||
|
|
Direct
|
|
|
|
|
|
|
||||||||
End of initial lease term
|
|
Finance
|
|
Leveraged
|
|
Operating
|
|
|
||||||||
December 31,
|
|
Leases
|
|
Leases
|
|
Leases
|
|
Total
|
||||||||
2017
|
|
$
|
17,927
|
|
|
$
|
89
|
|
|
$
|
13,121
|
|
|
$
|
31,137
|
|
2018
|
|
16,072
|
|
|
19
|
|
|
11,531
|
|
|
27,622
|
|
||||
2019
|
|
16,776
|
|
|
—
|
|
|
12,662
|
|
|
29,438
|
|
||||
2020
|
|
11,075
|
|
|
—
|
|
|
15,859
|
|
|
26,934
|
|
||||
2021
|
|
3,266
|
|
|
—
|
|
|
19,772
|
|
|
23,038
|
|
||||
Thereafter
|
|
13,140
|
|
|
—
|
|
|
27,055
|
|
|
40,195
|
|
||||
|
|
$
|
78,256
|
|
|
$
|
108
|
|
|
$
|
100,000
|
|
|
$
|
178,364
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Rental income
|
|
$
|
69,083
|
|
|
$
|
59,668
|
|
|
$
|
67,135
|
|
Equipment maintenance contracts revenue, net of cost of sales
|
|
25,005
|
|
|
23,027
|
|
|
16,441
|
|
|||
Vendor promotional income
|
|
11,073
|
|
|
8,527
|
|
|
8,382
|
|
|||
Other lease related revenue
|
|
4,254
|
|
|
5,769
|
|
|
2,356
|
|
|||
Gain on sale of lease payments and leased equipment, net of residual write downs
|
|
13,241
|
|
|
17,006
|
|
|
9,546
|
|
|||
Income on lease investments, gross
|
|
122,656
|
|
|
113,997
|
|
|
103,860
|
|
|||
Less: depreciation on operating leases
|
|
(49,170
|
)
|
|
(37,416
|
)
|
|
(39,550
|
)
|
|||
Lease financing, net
|
|
$
|
73,486
|
|
|
$
|
76,581
|
|
|
$
|
64,310
|
|
Note 7.
|
Premises and Equipment
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Land and land improvements
|
|
$
|
81,468
|
|
|
$
|
67,089
|
|
Buildings
|
|
122,268
|
|
|
100,041
|
|
||
Furniture and equipment
|
|
182,924
|
|
|
139,648
|
|
||
Buildings and leasehold improvements
|
|
76,602
|
|
|
61,383
|
|
||
|
|
463,262
|
|
|
368,161
|
|
||
Accumulated depreciation
|
|
(169,352
|
)
|
|
(132,148
|
)
|
||
Premises and equipment, net
|
|
$
|
293,910
|
|
|
$
|
236,013
|
|
Note 8.
|
Goodwill and Intangibles
|
|
|
December 31,
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
Banking
|
|
Leasing
|
|
Mortgage banking
|
|
Total
|
|
Banking
|
|
Leasing
|
|
Mortgage banking
|
|
Total
|
||||||||||||||||
Balance at beginning of period
|
|
$
|
684,430
|
|
|
$
|
40,640
|
|
|
$
|
—
|
|
|
$
|
725,070
|
|
|
$
|
670,881
|
|
|
$
|
40,640
|
|
|
$
|
—
|
|
|
$
|
711,521
|
|
Goodwill from business combinations
(1)
|
|
275,968
|
|
|
—
|
|
|
—
|
|
|
275,968
|
|
|
13,549
|
|
|
—
|
|
|
—
|
|
|
13,549
|
|
||||||||
Balance at end of period
|
|
$
|
960,398
|
|
|
$
|
40,640
|
|
|
$
|
—
|
|
|
$
|
1,001,038
|
|
|
$
|
684,430
|
|
|
$
|
40,640
|
|
|
$
|
—
|
|
|
$
|
725,070
|
|
(1)
|
Due to the American Chartered merger and adjustments recognized for the MSA acquisition.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
|
$
|
44,812
|
|
|
$
|
38,006
|
|
Amortization expense
|
|
(7,305
|
)
|
|
(6,115
|
)
|
||
Other intangibles from business combinations
|
|
25,452
|
|
|
12,921
|
|
||
Balance at end of period
|
|
$
|
62,959
|
|
|
$
|
44,812
|
|
|
|
|
|
|
||||
Gross carrying amount
|
|
$
|
112,820
|
|
|
$
|
93,292
|
|
Accumulated amortization
|
|
(49,861
|
)
|
|
(48,480
|
)
|
||
Net book value
|
|
$
|
62,959
|
|
|
$
|
44,812
|
|
Years ending December 31,
|
Amount
|
||
2017
|
$
|
8,193
|
|
2018
|
7,451
|
|
|
2019
|
5,674
|
|
|
2020
|
5,022
|
|
|
2021
|
4,790
|
|
|
Thereafter
|
31,829
|
|
|
|
$
|
62,959
|
|
Note 9.
|
Deposits
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Demand deposit accounts, noninterest bearing
|
|
$
|
6,408,169
|
|
|
$
|
4,627,184
|
|
NOW and money market accounts
|
|
4,543,004
|
|
|
4,144,633
|
|
||
Savings accounts
|
|
1,135,992
|
|
|
974,555
|
|
||
Certificates of deposit, $250,000 or more
|
|
1,144,121
|
|
|
877,352
|
|
||
Other certificates of deposit
|
|
879,162
|
|
|
881,491
|
|
||
Total
|
|
$
|
14,110,448
|
|
|
$
|
11,505,215
|
|
2017
|
$
|
1,224,620
|
|
2018
|
444,103
|
|
|
2019
|
147,591
|
|
|
2020
|
145,410
|
|
|
2021
|
50,597
|
|
|
Thereafter
|
10,962
|
|
|
|
$
|
2,023,283
|
|
Note 10.
|
Short-Term Borrowings
|
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
Weighted
Average
|
|
|
|
Weighted
Average
|
|
|
||||||
|
|
Cost
|
|
Amount
|
|
Cost
|
|
Amount
|
||||||
Customer repurchase agreements
|
|
0.22
|
%
|
|
$
|
237,538
|
|
|
0.20
|
%
|
|
$
|
201,207
|
|
Federal Home Loan Bank advances
|
|
0.63
|
|
|
1,275,000
|
|
|
0.17
|
|
|
775,000
|
|
||
Federal funds purchased
|
|
0.80
|
|
|
46,750
|
|
|
0.09
|
|
|
4,530
|
|
||
Line of credit
|
|
2.52
|
|
|
10,000
|
|
|
2.18
|
|
|
25,000
|
|
||
Total
|
|
0.59
|
%
|
|
$
|
1,569,288
|
|
|
0.23
|
%
|
|
$
|
1,005,737
|
|
Note 11.
|
Long-term Borrowings
|
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
Weighted
Average
|
|
|
|
Weighted
Average
|
|
|
||||||
|
|
Cost
|
|
Amount
|
|
Cost
|
|
Amount
|
||||||
Federal Home Loan Bank advances
|
|
0.85
|
%
|
|
$
|
230,865
|
|
|
0.45
|
%
|
|
$
|
305,239
|
|
Notes payable
|
|
4.18
|
|
|
66,925
|
|
|
4.30
|
|
|
54,998
|
|
||
Structured repurchase agreement
|
|
—
|
|
|
—
|
|
|
4.75
|
|
|
40,037
|
|
||
Term note
|
|
2.52
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
1.64
|
%
|
|
$
|
311,790
|
|
|
1.41
|
%
|
|
$
|
400,274
|
|
Note 12.
|
Junior Subordinated Notes Issued to Capital Trusts
|
|
|
Coal City
Capital Trust I
|
|
MB Financial
Capital Trust II
|
|
MB Financial
Capital Trust III
|
|
MB Financial
Capital Trust IV
|
||||||||
Junior Subordinated Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal balance
|
|
$
|
25,774
|
|
|
$
|
36,083
|
|
|
$
|
10,310
|
|
|
$
|
20,619
|
|
Annual interest rate
|
|
3-mo LIBOR + 1.80%
|
|
|
3-mo LIBOR + 1.40%
|
|
|
3-mo LIBOR + 1.50%
|
|
|
3-mo LIBOR + 1.52%
|
|
||||
Stated maturity date
|
|
September 1, 2028
|
|
|
September 15, 2035
|
|
|
September 23, 2036
|
|
|
September 15, 2036
|
|
||||
Call date
|
|
September 1, 2008
|
|
|
December 15, 2010
|
|
|
September 23, 2011
|
|
|
September 15, 2011
|
|
||||
Trust Preferred Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Face Value
|
|
$
|
25,000
|
|
|
$
|
35,000
|
|
|
$
|
10,000
|
|
|
$
|
20,000
|
|
Annual distribution rate
|
|
3-mo LIBOR + 1.80%
|
|
|
3-mo LIBOR + 1.40%
|
|
|
3-mo LIBOR + 1.50%
|
|
|
3-mo LIBOR + 1.52%
|
|
||||
Issuance date
|
|
July 1998
|
|
|
August 2005
|
|
|
July 2006
|
|
|
August 2006
|
|
||||
Distribution dates
(1)
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
|
MB Financial
Capital Trust V
|
|
MB Financial
Capital Trust VI
|
|
FOBB
Statutory Trust III
(2)
|
|
TAYC
Capital Trust II
(3)
|
||||||||
Junior Subordinated Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal balance
|
|
$
|
30,928
|
|
|
$
|
23,196
|
|
|
$
|
5,155
|
|
|
$
|
41,238
|
|
Annual interest rate
|
|
3-mo LIBOR + 1.30%
|
|
|
3-mo LIBOR + 1.30%
|
|
|
3-mo LIBOR + 2.80%
|
|
|
3-mo LIBOR + 2.68%
|
|
||||
Stated maturity date
|
|
December 15, 2037
|
|
|
October 30, 2037
|
|
|
January 23, 2034
|
|
|
June 17, 2034
|
|
||||
Call date
|
|
December 15, 2012
|
|
|
October 30, 2012
|
|
|
January 23, 2009
|
|
|
June 17, 2009
|
|
||||
Trust Preferred Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Face Value
|
|
$
|
30,000
|
|
|
$
|
22,500
|
|
|
$
|
5,000
|
|
|
$
|
40,000
|
|
Annual distribution rate
|
|
3-mo LIBOR + 1.30%
|
|
|
3-mo LIBOR + 1.30%
|
|
|
3-mo LIBOR + 2.80%
|
|
|
3-mo LIBOR + 2.68%
|
|
||||
Issuance date
|
|
September 2007
|
|
|
October 2007
|
|
|
December 2003
|
|
|
June 2004
|
|
||||
Distribution dates
(1)
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
|
American Chartered Statutory Trust I
(4)
|
|
American Chartered Statutory Trust II
(4)
|
||||
Junior Subordinated Notes:
|
|
|
|
|
|
|
||
Principal balance
|
|
$
|
20,619
|
|
|
$
|
10,464
|
|
Annual interest rate
|
|
3-mo LIBOR + 3.60%
|
|
|
3-mo LIBOR + 2.75%
|
|
||
Stated maturity date
|
|
December 18, 2031
|
|
|
October 7, 2034
|
|
||
Call date
|
|
December 18, 2006
|
|
|
October 7, 2009
|
|
||
Trust Preferred Securities:
|
|
|
|
|
|
|
||
Face Value
|
|
$
|
20,000
|
|
|
$
|
10,000
|
|
Annual distribution rate
|
|
3-mo LIBOR + 3.60%
|
|
|
3-mo LIBOR + 2.75%
|
|
||
Issuance date
|
|
November 2001
|
|
|
August 2004
|
|
||
Distribution dates
(1)
|
|
Quarterly
|
|
|
Quarterly
|
|
(1)
|
All distributions are cumulative and paid in cash.
|
(2)
|
FOBB Statutory Trust III was established by First Oak Brook Bancshares, Inc. (“FOBB”) prior to the Company's acquisition of FOBB in 2006, and the junior subordinated notes issued by FOBB to FOBB Statutory Trust III were assumed by the Company upon completion of the acquisition.
|
(3)
|
TAYC Capital Trust II was established by Taylor Capital prior to the Company's acquisition of Taylor Capital in 2014, and the junior subordinated notes issued by Taylor Capital to TAYC Capital Trust II were assumed by the Company upon completion of the acquisition. Principal balance and face value amounts associated with TAYC Capital Trust II do not include acquisition accounting adjustments to such amounts, which in each case resulted in a discount. This discount was
$6.8 million
as of
December 31, 2016
.
|
(4)
|
American Chartered Statutory Trust I and American Chartered Statutory Trust II were established by American Chartered prior to the Company's acquisition of American Chartered in August 2016, and the junior subordinated notes issued by American Chartered to American Chartered Statutory Trust I and American Chartered Statutory Trust II were assumed by the Company upon completion of the acquisition. Principal balance and face value amounts associated with American Chartered Statutory Trust I and American Chartered Statutory Trust II do not include purchase accounting adjustments to such amounts, which in each case resulted in a discount of
$6.4 million
as of
December 31, 2016
.
|
Note 13.
|
Lease Commitments and Rental Expense
|
|
|
Gross
|
|
Sublease
|
|
Net
|
||||||
Years ending December 31,
|
|
Rents
|
|
Rents
|
|
Rents
|
||||||
2017
|
|
$
|
11,972
|
|
|
$
|
1,384
|
|
|
$
|
10,588
|
|
2018
|
|
10,472
|
|
|
1,252
|
|
|
9,220
|
|
|||
2019
|
|
9,487
|
|
|
989
|
|
|
8,498
|
|
|||
2020
|
|
6,067
|
|
|
420
|
|
|
5,647
|
|
|||
2021
|
|
5,003
|
|
|
175
|
|
|
4,828
|
|
|||
Thereafter
|
|
22,883
|
|
|
—
|
|
|
22,883
|
|
|||
|
|
$
|
65,884
|
|
|
$
|
4,220
|
|
|
$
|
61,664
|
|
Note 14.
|
Employee Benefit Plans
|
Note 15.
|
Income Taxes
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax asset:
|
|
|
|
|
|
|
||
Allowance for credit losses
|
|
$
|
55,525
|
|
|
$
|
51,256
|
|
State net operating loss carryforwards
|
|
20,570
|
|
|
22,624
|
|
||
Other real estate owned
|
|
9,845
|
|
|
11,165
|
|
||
Stock options and restricted stock
|
|
9,675
|
|
|
7,317
|
|
||
Loans
|
|
36,770
|
|
|
36,386
|
|
||
Deferred compensation
|
|
8,556
|
|
|
8,550
|
|
||
Tax credit carryforwards
|
|
32,262
|
|
|
27,904
|
|
||
Bonus accrual
|
|
4,877
|
|
|
3,827
|
|
||
Other items
|
|
666
|
|
|
1,008
|
|
||
Total deferred tax asset
|
|
178,746
|
|
|
170,037
|
|
||
Valuation allowance
|
|
—
|
|
|
—
|
|
||
Total deferred tax asset, net of valuation allowance
|
|
178,746
|
|
|
170,037
|
|
||
Deferred tax liability:
|
|
|
|
|
|
|
||
Equipment leasing
|
|
(152,282
|
)
|
|
(132,159
|
)
|
||
Premises and equipment
|
|
(25,015
|
)
|
|
(21,371
|
)
|
||
Mortgage servicing rights
|
|
(76,468
|
)
|
|
(59,369
|
)
|
||
Deferred income from FDIC-assisted transactions
|
|
(46,443
|
)
|
|
(43,102
|
)
|
||
Investment securities
|
|
(7,270
|
)
|
|
(2,317
|
)
|
||
FHLB stock dividends
|
|
(3,221
|
)
|
|
(3,207
|
)
|
||
Core deposit intangible
|
|
(15,516
|
)
|
|
(7,448
|
)
|
||
Other items
|
|
(893
|
)
|
|
(3,509
|
)
|
||
Total deferred tax liability
|
|
(327,108
|
)
|
|
(272,482
|
)
|
||
Net deferred tax liability
|
|
(148,362
|
)
|
|
(102,445
|
)
|
||
Net unrealized holding gain on investment securities available for sale
|
|
(3,296
|
)
|
|
(10,137
|
)
|
||
Net deferred tax liability
|
|
$
|
(151,658
|
)
|
|
$
|
(112,582
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
26,081
|
|
|
$
|
30,283
|
|
|
$
|
25,270
|
|
State
|
|
7,204
|
|
|
3,355
|
|
|
11,971
|
|
|||
Foreign
|
|
42
|
|
|
—
|
|
|
—
|
|
|||
|
|
33,327
|
|
|
33,638
|
|
|
37,241
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
37,690
|
|
|
28,765
|
|
|
3,122
|
|
|||
State
|
|
8,227
|
|
|
10,808
|
|
|
(3,170
|
)
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
45,917
|
|
|
39,573
|
|
|
(48
|
)
|
|||
|
|
$
|
79,244
|
|
|
$
|
73,211
|
|
|
$
|
37,193
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal income tax expense at expected statutory rate
|
|
$
|
88,683
|
|
|
$
|
81,256
|
|
|
$
|
43,153
|
|
Increase (decrease) due to:
|
|
|
|
|
|
|
|
|
|
|||
Tax exempt income, net
|
|
(18,214
|
)
|
|
(16,909
|
)
|
|
(14,848
|
)
|
|||
State tax expense net of federal impact
|
|
10,030
|
|
|
9,205
|
|
|
5,721
|
|
|||
Non-deductible contingent consideration
|
|
1,026
|
|
|
158
|
|
|
3,738
|
|
|||
Non-includable increase in cash surrender value of life insurance
|
|
(1,432
|
)
|
|
(1,191
|
)
|
|
(1,120
|
)
|
|||
Non-deductible merger expense
|
|
298
|
|
|
360
|
|
|
988
|
|
|||
Adjustment of tax contingency reserves
|
|
1
|
|
|
(969
|
)
|
|
(31
|
)
|
|||
Other items, net
|
|
(1,148
|
)
|
|
1,301
|
|
|
(408
|
)
|
|||
Income tax expense
|
|
$
|
79,244
|
|
|
$
|
73,211
|
|
|
$
|
37,193
|
|
|
|
Unrecognized Tax Benefit
Without Interest
|
|
Interest on unrecognized
Tax Benefit
|
|
Total Unrecognized Tax
Benefit Including Interest
|
||||||
Balance at January 1, 2016
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
19
|
|
Increases for tax positions of prior years
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balance at December 31, 2016
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
20
|
|
Note 16.
|
Commitments and Contingencies
|
|
|
Contractual Amount
|
||||||
|
|
2016
|
|
2015
|
||||
Commitments to extend credit:
|
|
|
|
|
|
|
||
Home equity lines
|
|
$
|
235,279
|
|
|
$
|
187,478
|
|
Other commitments
|
|
3,679,259
|
|
|
3,049,152
|
|
||
Letters of credit:
|
|
|
|
|
|
|
||
Standby
|
|
185,386
|
|
|
137,945
|
|
||
Commercial
|
|
1,766
|
|
|
1,108
|
|
Note 17.
|
Regulatory Matters
|
|
|
|
|
|
|
|
|
|
|
To Be Well
Capitalized Under
|
|||||||||||
|
|
|
|
|
|
For Capital
|
|
Prompt Corrective
|
|||||||||||||
|
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,878,106
|
|
|
11.63
|
%
|
|
$
|
1,292,159
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,812,202
|
|
|
11.26
|
|
|
1,287,099
|
|
|
8.00
|
|
|
$
|
1,608,874
|
|
|
10.00
|
%
|
||
Tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,518,472
|
|
|
9.40
|
%
|
|
969,119
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||
MB Financial Bank
|
|
1,670,360
|
|
|
10.38
|
|
|
965,324
|
|
|
6.00
|
|
|
1,287,099
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
$
|
1,408,481
|
|
|
8.72
|
%
|
|
726,839
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||
MB Financial Bank
|
|
1,670,360
|
|
|
10.38
|
|
|
723,993
|
|
|
4.50
|
|
|
1,045,768
|
|
|
6.50
|
%
|
|||
Tier 1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,518,472
|
|
|
8.38
|
%
|
|
724,519
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||
MB Financial Bank
|
|
1,670,360
|
|
|
9.25
|
|
|
721,954
|
|
|
4.00
|
|
|
902,442
|
|
|
5.00
|
%
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
1,635,548
|
|
|
12.54
|
%
|
|
$
|
1,043,025
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
MB Financial Bank
|
|
1,509,453
|
|
|
11.62
|
|
|
1,039,129
|
|
|
8.00
|
|
|
$
|
1,298,911
|
|
|
10.00
|
%
|
||
Tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
1,504,040
|
|
|
11.54
|
%
|
|
782,269
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
MB Financial Bank
|
|
1,377,945
|
|
|
10.61
|
|
|
779,347
|
|
|
6.00
|
|
|
1,039,129
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
1,208,938
|
|
|
9.27
|
%
|
|
586,702
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
MB Financial Bank
|
|
1,377,945
|
|
|
10.61
|
|
|
584,510
|
|
|
4.50
|
|
|
844,292
|
|
|
6.50
|
%
|
|||
Tier 1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
1,504,040
|
|
|
10.40
|
%
|
|
578,398
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
MB Financial Bank
|
|
1,377,945
|
|
|
9.54
|
|
|
577,999
|
|
|
4.00
|
|
|
722,499
|
|
|
5.00
|
%
|
Note 18.
|
Fair Value Measurements
|
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
23,415
|
|
|
$
|
—
|
|
|
$
|
23,415
|
|
|
$
|
—
|
|
States and political subdivisions
|
|
391,365
|
|
|
—
|
|
|
390,992
|
|
|
373
|
|
||||
Residential mortgage-backed securities
|
|
983,684
|
|
|
—
|
|
|
983,513
|
|
|
171
|
|
||||
Commercial mortgage-backed securities
|
|
93,008
|
|
|
—
|
|
|
93,008
|
|
|
—
|
|
||||
Corporate bonds
|
|
193,895
|
|
|
—
|
|
|
193,895
|
|
|
—
|
|
||||
Equity securities
|
|
10,828
|
|
|
10,828
|
|
|
—
|
|
|
—
|
|
||||
Loans held for sale
|
|
716,883
|
|
|
—
|
|
|
716,883
|
|
|
—
|
|
||||
Loans
|
|
16,273
|
|
|
—
|
|
|
16,273
|
|
|
—
|
|
||||
Mortgage servicing rights
|
|
238,011
|
|
|
—
|
|
|
—
|
|
|
238,011
|
|
||||
Assets held in trust for deferred compensation
|
|
18,723
|
|
|
18,723
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
|
44,586
|
|
|
7,687
|
|
|
33,739
|
|
|
3,160
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other liabilities
(1)
|
|
18,723
|
|
|
18,723
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
|
63,885
|
|
|
2,046
|
|
|
61,839
|
|
|
—
|
|
||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored agencies and enterprises
|
|
$
|
64,611
|
|
|
$
|
—
|
|
|
$
|
64,611
|
|
|
$
|
—
|
|
States and political subdivisions
|
|
396,367
|
|
|
—
|
|
|
395,950
|
|
|
417
|
|
||||
Residential mortgage-backed securities
|
|
763,549
|
|
|
—
|
|
|
763,193
|
|
|
356
|
|
||||
Commercial mortgage-backed securities
|
|
130,107
|
|
|
—
|
|
|
130,107
|
|
|
—
|
|
||||
Corporate bonds
|
|
219,628
|
|
|
—
|
|
|
219,628
|
|
|
—
|
|
||||
Equity securities
|
|
10,761
|
|
|
10,761
|
|
|
—
|
|
|
—
|
|
||||
Loans held for sale
|
|
744,727
|
|
|
—
|
|
|
744,727
|
|
|
—
|
|
||||
Loans
|
|
25,869
|
|
|
—
|
|
|
25,869
|
|
|
—
|
|
||||
Mortgage servicing rights
|
|
168,162
|
|
|
—
|
|
|
—
|
|
|
168,162
|
|
||||
Assets held in trust for deferred compensation
|
|
16,820
|
|
|
16,820
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
|
42,846
|
|
|
5,118
|
|
|
33,906
|
|
|
3,822
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other liabilities
(1)
|
|
16,333
|
|
|
16,333
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
|
36,974
|
|
|
6,050
|
|
|
30,924
|
|
|
—
|
|
|
Fair Value at
|
|
|
|
|
|
|
||
|
December 31, 2016
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
||
|
(in thousands)
|
|
|
|
|
|
|
||
States and political subdivisions
|
$
|
373
|
|
|
Discounted cash flows
|
|
Credit assumption
|
|
50% Loss
|
Residential mortgage-backed securities
|
171
|
|
|
Discounted cash flows
|
|
Constant pre-payment rates (CPR)
|
|
1% - 3%
|
|
Mortgage servicing rights
|
238,011
|
|
|
Discounted cash flows
|
|
CPR
|
|
7.0% - 8.3%
|
|
|
|
|
|
|
Discount rate
|
|
9.50 - 12.00
|
||
|
|
|
|
|
Maturity (months)
|
|
323 - 357
|
||
|
|
|
|
|
Delinquencies
|
|
0.51 - 3.87
|
||
|
|
|
|
|
Costs to service
|
|
$ 66 - $ 226
|
||
|
|
|
|
|
Additive delinquent costs to service
|
|
$ 175 - $ 1,000
|
||
Derivative financial instruments (mortgage
|
3,160
|
|
|
Sales cash flows
|
|
Expected closing ratio
|
|
70% - 95%
|
|
interest rate lock commitments)
|
|
|
|
|
Expected delivery price
|
|
97.13 bps - 108.85 bps
|
(dollars in thousands, except for weighted average cost to service)
|
December 31, 2016
|
||
Weighted average prepayment speed (CPR)
|
7.50
|
%
|
|
Impact on fair value of 10% adverse change
|
$
|
(7,409
|
)
|
Impact on fair value of 20% adverse change
|
(14,415
|
)
|
|
|
|
||
Weighted average discount rate
|
9.80
|
%
|
|
Impact on fair value of 10% adverse change
|
$
|
(10,159
|
)
|
Impact on fair value of 20% adverse change
|
(19,521
|
)
|
|
|
|
||
Weighted average delinquency rate
|
2.14
|
%
|
|
Impact on fair value of 10% adverse change
|
$
|
(2,393
|
)
|
Impact on fair value of 20% adverse change
|
(4,248
|
)
|
|
|
|
||
Weighted average costs to service
|
$
|
90
|
|
Impact on fair value of 10% adverse change
|
(4,546
|
)
|
|
Impact on fair value of 20% adverse change
|
(9,093
|
)
|
|
|
Year Ended
December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
|
Investment Securities
|
|
Mortgage Servicing Rights
|
|
Derivatives
|
||||||||||||||||||
Balance, beginning of period
|
|
$
|
773
|
|
|
$
|
973
|
|
|
$
|
168,162
|
|
|
$
|
235,402
|
|
|
$
|
3,822
|
|
|
$
|
5,074
|
|
Acquired through business combination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
||||||
Purchases
|
|
—
|
|
|
—
|
|
|
5,087
|
|
|
823
|
|
|
—
|
|
|
—
|
|
||||||
Originations
|
|
—
|
|
|
—
|
|
|
68,428
|
|
|
68,690
|
|
|
—
|
|
|
—
|
|
||||||
Included in earnings
|
|
—
|
|
|
—
|
|
|
(3,666
|
)
|
|
(33,648
|
)
|
|
(808
|
)
|
|
(1,252
|
)
|
||||||
Principal payments
|
|
(229
|
)
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,105
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance, ending of period
|
|
$
|
544
|
|
|
$
|
773
|
|
|
$
|
238,011
|
|
|
$
|
168,162
|
|
|
$
|
3,160
|
|
|
$
|
3,822
|
|
|
|
Total
|
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired loans
|
|
$
|
54,576
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,576
|
|
Non-financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreclosed assets
|
|
31,607
|
|
|
—
|
|
|
—
|
|
|
31,607
|
|
||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired loans
|
|
$
|
76,203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,203
|
|
Non-financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreclosed assets
|
|
42,351
|
|
|
—
|
|
|
—
|
|
|
42,351
|
|
|
Fair Value at
|
|
Valuation
|
|
|
|
|
||
|
December 31, 2016
|
|
Technique
|
|
Unobservable Input
|
|
Range
|
||
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
54,576
|
|
|
Appraisal of collateral
|
|
Appraisal adjustments - sales costs
|
|
5% - 10%
|
Foreclosed assets
|
31,607
|
|
|
Appraisal of collateral
|
|
Appraisal adjustments - sales costs
|
|
5% - 10%
|
|
|
December 31, 2016
|
|||||||||||||||
|
|
Carrying Amount
|
|
Estimated Fair Value
|
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 due from banks
|
|
$
|
364,783
|
|
|
$
|
364,783
|
|
$
|
364,783
|
|
$
|
—
|
|
$
|
—
|
|
Interest bearing deposits with banks
|
|
98,686
|
|
|
98,686
|
|
98,686
|
|
—
|
|
—
|
|
|||||
Investment securities available for sale
|
|
1,696,195
|
|
|
1,696,195
|
|
10,828
|
|
1,684,823
|
|
544
|
|
|||||
Investment securities held to maturity
|
|
1,069,750
|
|
|
1,093,740
|
|
—
|
|
1,093,740
|
|
—
|
|
|||||
Non-marketable securities - FHLB and FRB stock
|
|
143,276
|
|
|
143,276
|
|
—
|
|
—
|
|
143,276
|
|
|||||
Loans held for sale
|
|
716,883
|
|
|
716,883
|
|
—
|
|
716,883
|
|
—
|
|
|||||
Loans, net
|
|
12,629,437
|
|
|
12,747,107
|
|
—
|
|
16,273
|
|
12,730,834
|
|
|||||
Accrued interest receivable
|
|
59,024
|
|
|
59,024
|
|
59,024
|
|
—
|
|
—
|
|
|||||
Derivative financial instruments
|
|
44,586
|
|
|
44,586
|
|
7,687
|
|
33,739
|
|
3,160
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||||
Non-interest bearing deposits
|
|
$
|
6,408,169
|
|
|
$
|
6,408,169
|
|
$
|
6,408,169
|
|
$
|
—
|
|
$
|
—
|
|
Interest bearing deposits
|
|
7,702,279
|
|
|
7,698,839
|
|
—
|
|
—
|
|
7,698,839
|
|
|||||
Short-term borrowings
|
|
1,569,288
|
|
|
1,569,314
|
|
—
|
|
—
|
|
1,569,314
|
|
|||||
Long-term borrowings
|
|
311,790
|
|
|
317,028
|
|
—
|
|
—
|
|
317,028
|
|
|||||
Junior subordinated notes issued to capital trusts
|
|
210,668
|
|
|
157,098
|
|
—
|
|
—
|
|
157,098
|
|
|||||
Accrued interest payable
|
|
4,288
|
|
|
4,288
|
|
4,288
|
|
—
|
|
—
|
|
|||||
Derivative financial instruments
|
|
63,885
|
|
|
63,885
|
|
2,046
|
|
61,839
|
|
—
|
|
|
|
December 31, 2015
|
|||||||||||||||
|
|
Carrying Amount
|
|
Estimated Fair Value
|
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 due from banks
|
|
$
|
307,869
|
|
|
$
|
307,869
|
|
$
|
307,869
|
|
$
|
—
|
|
$
|
—
|
|
Interest bearing deposits with banks
|
|
73,572
|
|
|
73,572
|
|
73,572
|
|
—
|
|
—
|
|
|||||
Investment securities available for sale
|
|
1,585,023
|
|
|
1,585,023
|
|
10,761
|
|
1,573,489
|
|
773
|
|
|||||
Investment securities held to maturity
|
|
1,230,810
|
|
|
1,274,767
|
|
—
|
|
1,274,767
|
|
—
|
|
|||||
Non-marketable securities - FHLB and FRB stock
|
|
114,233
|
|
|
114,233
|
|
—
|
|
—
|
|
114,233
|
|
|||||
Loans held for sale
|
|
744,727
|
|
|
744,727
|
|
—
|
|
744,727
|
|
—
|
|
|||||
Loans, net
|
|
9,665,858
|
|
|
9,626,344
|
|
—
|
|
25,869
|
|
9,600,475
|
|
|||||
Accrued interest receivable
|
|
53,457
|
|
|
53,457
|
|
53,457
|
|
—
|
|
—
|
|
|||||
Derivative financial instruments
|
|
42,846
|
|
|
42,846
|
|
5,118
|
|
33,906
|
|
3,822
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest bearing deposits
|
|
$
|
4,627,184
|
|
|
$
|
4,627,184
|
|
$
|
4,627,184
|
|
$
|
—
|
|
$
|
—
|
|
Interest bearing deposits
|
|
6,878,031
|
|
|
6,875,411
|
|
—
|
|
—
|
|
6,875,411
|
|
|||||
Short-term borrowings
|
|
1,005,737
|
|
|
1,005,705
|
|
—
|
|
—
|
|
1,005,705
|
|
|||||
Long-term borrowings
|
|
400,274
|
|
|
401,539
|
|
—
|
|
—
|
|
401,539
|
|
|||||
Junior subordinated notes issued to capital trusts
|
|
186,164
|
|
|
122,696
|
|
—
|
|
—
|
|
122,696
|
|
|||||
Accrued interest payable
|
|
3,186
|
|
|
3,186
|
|
3,186
|
|
—
|
|
—
|
|
|||||
Derivative financial instruments
|
|
36,974
|
|
|
36,974
|
|
6,050
|
|
30,924
|
|
—
|
|
Note 19.
|
Stock Incentive Plans
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total compensation expense for share-based payment plans during the year
|
|
$
|
16,868
|
|
|
$
|
14,123
|
|
|
$
|
8,974
|
|
Amount of related income tax benefit recognized in income
|
|
8,983
|
|
|
5,515
|
|
|
3,528
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Options outstanding as of December 31, 2015
|
|
2,192,431
|
|
|
$
|
27.77
|
|
|
4.44
|
|
|
|
|
Granted
|
|
405,678
|
|
|
31.74
|
|
|
|
|
|
|
||
Assumed
(1)
|
|
107,344
|
|
|
19.74
|
|
|
|
|
|
|||
Exercised
|
|
(692,790
|
)
|
|
28.96
|
|
|
|
|
|
|
||
Expired
|
|
(36,341
|
)
|
|
39.65
|
|
|
|
|
|
|
||
Forfeited or cancelled
|
|
(35,917
|
)
|
|
31.03
|
|
|
|
|
|
|
||
Options outstanding as of December 31, 2016
|
|
1,940,405
|
|
|
$
|
27.45
|
|
|
5.31
|
|
$
|
38,382
|
|
Options exercisable as of December 31, 2016
|
|
1,230,520
|
|
|
$
|
26.43
|
|
|
3.55
|
|
$
|
25,591
|
|
(1)
|
Reflects stock options assumed through the American Chartered merger.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
|
1.44
|
%
|
|
1.68
|
%
|
|
1.82
|
%
|
|||
Expected volatility of Company’s stock
|
|
28.08
|
%
|
|
29.66
|
%
|
|
23.16
|
%
|
|||
Expected dividend yield
|
|
2.19
|
%
|
|
1.82
|
%
|
|
1.65
|
%
|
|||
Expected life of options (years)
|
|
5.5
|
|
|
5.7
|
|
|
5.5
|
|
|||
Weighted average fair value per option of options granted during the year
|
|
$
|
6.66
|
|
|
$
|
7.77
|
|
|
$
|
5.93
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Shares and Units Outstanding at December 31, 2015
|
|
945,506
|
|
|
$
|
29.92
|
|
Granted
|
|
483,467
|
|
|
31.24
|
|
|
Assumed
(1)
|
|
5,191
|
|
|
32.45
|
|
|
Vested
|
|
(409,550
|
)
|
|
28.40
|
|
|
Forfeited or cancelled
|
|
(25,807
|
)
|
|
29.99
|
|
|
Shares and Units Outstanding at December 31, 2016
|
|
998,807
|
|
|
31.20
|
|
(1)
|
Reflects restricted shares assumed through the American Chartered merger.
|
Note 20.
|
Derivative Financial Instruments
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||
|
|
Notional
|
|
Estimated
|
|
Notional
|
|
Estimated
|
|
Notional
|
|
Estimated
|
|
Notional
|
|
Estimated
|
||||||||||||||||
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
||||||||||||||||
Derivative instruments designated as hedges of fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
(4
|
)
|
|
$
|
154
|
|
|
$
|
(9
|
)
|
Stand-alone derivative instruments:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
1,310,057
|
|
|
25,471
|
|
|
1,034,298
|
|
|
27,856
|
|
|
1,310,057
|
|
|
(25,471
|
)
|
|
1,025,186
|
|
|
(27,899
|
)
|
||||||||
Interest rate options contracts
|
|
217,546
|
|
|
881
|
|
|
222,585
|
|
|
628
|
|
|
217,546
|
|
|
(881
|
)
|
|
190,622
|
|
|
(585
|
)
|
||||||||
Foreign exchange contracts
|
|
40,641
|
|
|
4,429
|
|
|
72,529
|
|
|
3,970
|
|
|
40,505
|
|
|
(4,265
|
)
|
|
63,339
|
|
|
(3,671
|
)
|
||||||||
Spot foreign exchange contracts
|
|
1,691
|
|
|
12
|
|
|
328
|
|
|
5
|
|
|
660
|
|
|
(5
|
)
|
|
132
|
|
|
—
|
|
||||||||
Mortgage banking derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap contracts
|
|
383,000
|
|
|
2,946
|
|
|
898,000
|
|
|
4,928
|
|
|
1,458,000
|
|
|
(31,212
|
)
|
|
665,000
|
|
|
(3,723
|
)
|
||||||||
Treasury futures contracts
|
|
15,500
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
TBA mortgage securities
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
33
|
|
|
55,000
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
||||||||
Forward loan sale commitments
|
|
585,000
|
|
|
7,646
|
|
|
503,500
|
|
|
1,604
|
|
|
386,000
|
|
|
(1,915
|
)
|
|
475,500
|
|
|
(1,087
|
)
|
||||||||
Interest rate lock commitments
|
|
543,901
|
|
|
3,160
|
|
|
622,906
|
|
|
3,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total non-hedging derivative instruments
|
|
3,097,336
|
|
|
44,586
|
|
|
3,389,146
|
|
|
42,846
|
|
|
3,467,768
|
|
|
(63,881
|
)
|
|
2,419,779
|
|
|
(36,965
|
)
|
||||||||
Total
|
|
$
|
3,097,336
|
|
|
$
|
44,586
|
|
|
$
|
3,389,146
|
|
|
$
|
42,846
|
|
|
$
|
3,467,875
|
|
|
$
|
(63,885
|
)
|
|
$
|
2,419,933
|
|
|
$
|
(36,974
|
)
|
|
|
Years Ended
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Derivative instruments designated as hedges of fair value:
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swap contracts
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
8
|
|
Stand-alone derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swap contracts
|
|
7,571
|
|
|
404
|
|
|
2,458
|
|
|||
Interest rate options contracts
|
|
36
|
|
|
43
|
|
|
—
|
|
|||
Foreign exchange contracts
|
|
970
|
|
|
149
|
|
|
96
|
|
|||
Spot foreign exchange contracts
|
|
963
|
|
|
18
|
|
|
(14
|
)
|
|||
Mortgage related derivatives
|
|
(1,509
|
)
|
|
(13,100
|
)
|
|
(965
|
)
|
|||
Total non-hedging derivative instruments
|
|
8,031
|
|
|
(12,486
|
)
|
|
1,575
|
|
|||
Total
|
|
$
|
8,036
|
|
|
$
|
(12,480
|
)
|
|
$
|
1,583
|
|
|
|
Financial Assets
|
|
Financial Liabilities
|
||||||||||||||||||||
|
|
Gross Amount Recognized
|
|
Gross Amount Offset
|
|
Net Amount Recognized
|
|
Gross Amount Recognized
|
|
Gross Amount Offset
|
|
Net Amount Recognized
|
||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps, caps and floors
|
|
$
|
7,885
|
|
|
$
|
—
|
|
|
$
|
7,885
|
|
|
$
|
18,564
|
|
|
$
|
—
|
|
|
$
|
18,564
|
|
Foreign currency forward contracts
|
|
4,315
|
|
|
—
|
|
|
4,315
|
|
|
1,674
|
|
|
—
|
|
|
1,674
|
|
||||||
Mortgage banking derivatives
|
|
10,633
|
|
|
—
|
|
|
10,633
|
|
|
33,259
|
|
|
—
|
|
|
33,259
|
|
||||||
Total derivatives
|
|
22,833
|
|
|
—
|
|
|
22,833
|
|
|
53,497
|
|
|
—
|
|
|
53,497
|
|
||||||
Repurchase agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237,538
|
|
|
—
|
|
|
237,538
|
|
||||||
Total
|
|
$
|
22,833
|
|
|
$
|
—
|
|
|
$
|
22,833
|
|
|
$
|
291,035
|
|
|
$
|
—
|
|
|
$
|
291,035
|
|
|
|
Financial Assets
|
|
Financial Liabilities
|
||||||||||||||||||||||||||||
|
|
Net Amount Recognized
|
|
Financial Instruments
|
|
Collateral
|
|
Net Amount
|
|
Net Amount Recognized
|
|
Financial Instruments
|
|
Collateral
|
|
Net Amount
|
||||||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Counterparty A
|
|
$
|
2,697
|
|
|
$
|
(2,697
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,768
|
|
|
$
|
(2,697
|
)
|
|
$
|
(16,071
|
)
|
|
$
|
—
|
|
Counterparty B
|
|
4,683
|
|
|
(4,683
|
)
|
|
—
|
|
|
—
|
|
|
12,881
|
|
|
(4,683
|
)
|
|
(8,198
|
)
|
|
—
|
|
||||||||
Counterparty C
|
|
64
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
4,919
|
|
|
(64
|
)
|
|
(4,855
|
)
|
|
—
|
|
||||||||
Other counterparties
|
|
15,389
|
|
|
(10,938
|
)
|
|
—
|
|
|
4,451
|
|
|
16,929
|
|
|
(10,938
|
)
|
|
(5,980
|
)
|
|
11
|
|
||||||||
Total derivatives
|
|
22,833
|
|
|
(18,382
|
)
|
|
—
|
|
|
4,451
|
|
|
53,497
|
|
|
(18,382
|
)
|
|
(35,104
|
)
|
|
11
|
|
||||||||
Repurchase agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237,538
|
|
|
—
|
|
|
(237,538
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
22,833
|
|
|
$
|
(18,382
|
)
|
|
$
|
—
|
|
|
$
|
4,451
|
|
|
$
|
291,035
|
|
|
$
|
(18,382
|
)
|
|
$
|
(272,642
|
)
|
|
$
|
11
|
|
|
|
Financial Assets
|
|
Financial Liabilities
|
||||||||||||||||||||
|
|
Gross Amount Recognized
|
|
Gross Amount Offset
|
|
Net Amount Recognized
|
|
Gross Amount Recognized
|
|
Gross Amount Offset
|
|
Net Amount Recognized
|
||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps, caps and floors
|
|
$
|
5,698
|
|
|
$
|
—
|
|
|
$
|
5,698
|
|
|
$
|
31,446
|
|
|
$
|
—
|
|
|
$
|
31,446
|
|
Foreign currency forward contracts
|
|
2,728
|
|
|
—
|
|
|
2,728
|
|
|
1,805
|
|
|
—
|
|
|
1,805
|
|
||||||
Mortgage banking derivatives
|
|
1,636
|
|
|
—
|
|
|
1,636
|
|
|
1,087
|
|
|
—
|
|
|
1,087
|
|
||||||
Total derivatives
|
|
10,062
|
|
|
—
|
|
|
10,062
|
|
|
34,338
|
|
|
—
|
|
|
34,338
|
|
||||||
Repurchase agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,207
|
|
|
—
|
|
|
201,207
|
|
||||||
Total
|
|
$
|
10,062
|
|
|
$
|
—
|
|
|
$
|
10,062
|
|
|
$
|
235,545
|
|
|
$
|
—
|
|
|
$
|
235,545
|
|
|
|
Financial Assets
|
|
Financial Liabilities
|
||||||||||||||||||||||||||||
|
|
Net Amount Recognized
|
|
Financial Instruments
|
|
Collateral
|
|
Net Amount
|
|
Net Amount Recognized
|
|
Financial Instruments
|
|
Collateral
|
|
Net Amount
|
||||||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Counterparty A
|
|
$
|
3,810
|
|
|
$
|
(3,810
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,137
|
|
|
$
|
(3,810
|
)
|
|
$
|
(7,327
|
)
|
|
$
|
—
|
|
Counterparty B
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
7,808
|
|
|
(6
|
)
|
|
(7,802
|
)
|
|
—
|
|
||||||||
Counterparty C
|
|
3,477
|
|
|
(3,477
|
)
|
|
—
|
|
|
—
|
|
|
4,963
|
|
|
(3,477
|
)
|
|
(1,486
|
)
|
|
—
|
|
||||||||
Other counterparties
|
|
2,769
|
|
|
(2,230
|
)
|
|
—
|
|
|
539
|
|
|
10,430
|
|
|
(2,230
|
)
|
|
(8,034
|
)
|
|
166
|
|
||||||||
Total derivatives
|
|
10,062
|
|
|
(9,523
|
)
|
|
—
|
|
|
539
|
|
|
34,338
|
|
|
(9,523
|
)
|
|
(24,649
|
)
|
|
166
|
|
||||||||
Repurchase agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,207
|
|
|
—
|
|
|
(201,207
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
10,062
|
|
|
$
|
(9,523
|
)
|
|
$
|
—
|
|
|
$
|
539
|
|
|
$
|
235,545
|
|
|
$
|
(9,523
|
)
|
|
$
|
(225,856
|
)
|
|
$
|
166
|
|
Note 21.
|
Operating Segments
|
|
Banking
|
|
Leasing
|
|
Mortgage Banking
|
|
Consolidated
|
||||||||
Year ended December 31,
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
475,133
|
|
|
$
|
9,415
|
|
|
$
|
33,343
|
|
|
$
|
517,891
|
|
Provision for credit losses
|
18,583
|
|
|
295
|
|
|
685
|
|
|
19,563
|
|
||||
Non-interest income
|
153,250
|
|
|
73,503
|
|
|
148,150
|
|
|
374,903
|
|
||||
Non-interest expense
(1)
|
421,733
|
|
|
48,450
|
|
|
149,668
|
|
|
619,851
|
|
||||
Income tax expense
|
53,263
|
|
|
13,525
|
|
|
12,456
|
|
|
79,244
|
|
||||
Net income
|
$
|
134,804
|
|
|
$
|
20,648
|
|
|
$
|
18,684
|
|
|
$
|
174,136
|
|
Total assets
|
$
|
16,368,881
|
|
|
$
|
1,224,169
|
|
|
$
|
1,709,267
|
|
|
$
|
19,302,317
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
424,883
|
|
|
$
|
11,475
|
|
|
$
|
29,248
|
|
|
$
|
465,606
|
|
Provision for credit losses
|
19,436
|
|
|
1,598
|
|
|
352
|
|
|
21,386
|
|
||||
Non-interest income
|
127,710
|
|
|
76,943
|
|
|
117,440
|
|
|
322,093
|
|
||||
Non-interest expense
(1)
|
355,727
|
|
|
45,364
|
|
|
133,063
|
|
|
534,154
|
|
||||
Income tax expense
|
51,647
|
|
|
16,255
|
|
|
5,309
|
|
|
73,211
|
|
||||
Net income
|
$
|
125,783
|
|
|
$
|
25,201
|
|
|
$
|
7,964
|
|
|
$
|
158,948
|
|
Total assets
|
$
|
13,243,710
|
|
|
$
|
1,015,918
|
|
|
$
|
1,325,379
|
|
|
$
|
15,585,007
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
328,326
|
|
|
$
|
12,783
|
|
|
$
|
9,714
|
|
|
$
|
350,823
|
|
Provision for credit losses
|
12,022
|
|
|
35
|
|
|
(5
|
)
|
|
12,052
|
|
||||
Non-interest income
|
115,411
|
|
|
59,806
|
|
|
46,088
|
|
|
221,305
|
|
||||
Non-interest expense
|
350,358
|
|
|
39,525
|
|
|
46,899
|
|
|
436,782
|
|
||||
Income tax expense
|
21,106
|
|
|
12,524
|
|
|
3,563
|
|
|
37,193
|
|
||||
Net income
|
$
|
60,251
|
|
|
$
|
20,505
|
|
|
$
|
5,345
|
|
|
$
|
86,101
|
|
Total assets
|
$
|
12,698,740
|
|
|
$
|
930,748
|
|
|
$
|
972,611
|
|
|
$
|
14,602,099
|
|
(1)
|
Includes merger related expenses of
$23.7 million
,
$5.5 million
and
$45.4 million
in the banking segment for the years ended December 31, 2016, 2015 and 2014, respectively. Also, includes contingent consideration expense related to our acquisition of Celtic Leasing Corp. in the banking segment for the year ended December 31, 2016 and 2014.
|
Note 22.
|
Condensed Parent Company Financial Information
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Cash
|
|
$
|
26,591
|
|
|
$
|
104,819
|
|
Investments in subsidiaries
|
|
2,718,821
|
|
|
2,147,396
|
|
||
Other assets
|
|
92,520
|
|
|
60,379
|
|
||
Total assets
|
|
$
|
2,837,932
|
|
|
$
|
2,312,594
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
$
|
10,000
|
|
|
$
|
25,000
|
|
Long-term borrowings
|
|
14,000
|
|
|
—
|
|
||
Junior subordinated notes issued to capital trusts
|
|
214,384
|
|
|
186,164
|
|
||
Other liabilities
|
|
20,339
|
|
|
14,146
|
|
||
Stockholders’ equity
|
|
2,579,209
|
|
|
2,087,284
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,837,932
|
|
|
$
|
2,312,594
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Dividends from subsidiaries
|
|
$
|
112,000
|
|
|
$
|
158,000
|
|
|
$
|
101,500
|
|
Interest and other income
|
|
1,913
|
|
|
469
|
|
|
3,097
|
|
|||
Interest and other expense
|
|
14,990
|
|
|
10,637
|
|
|
14,636
|
|
|||
Income before income tax benefit and equity in undistributed net income of subsidiaries
|
|
98,923
|
|
|
147,832
|
|
|
89,961
|
|
|||
Income tax benefit
|
|
(5,303
|
)
|
|
(4,018
|
)
|
|
(4,590
|
)
|
|||
Income before equity in undistributed net income of subsidiaries
|
|
104,226
|
|
|
151,850
|
|
|
94,551
|
|
|||
Equity in undistributed net income (loss) of subsidiaries
|
|
69,910
|
|
|
7,098
|
|
|
(8,450
|
)
|
|||
Net income
|
|
174,136
|
|
|
158,948
|
|
|
86,101
|
|
|||
Dividends on preferred shares
|
|
8,009
|
|
|
8,000
|
|
|
4,000
|
|
|||
Net income available to common stockholders
|
|
$
|
166,127
|
|
|
$
|
150,948
|
|
|
$
|
82,101
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
174,136
|
|
|
$
|
158,948
|
|
|
$
|
86,101
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Compensation expense for share-based payment plans
|
|
16,868
|
|
|
14,123
|
|
|
8,974
|
|
|||
Equity in undistributed net income of subsidiaries
|
|
(69,910
|
)
|
|
(7,098
|
)
|
|
8,450
|
|
|||
Change in other assets and other liabilities
|
|
(28,546
|
)
|
|
(8,814
|
)
|
|
(8,584
|
)
|
|||
Net cash provided by operating activities
|
|
92,548
|
|
|
157,159
|
|
|
94,941
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Investments in and advances to subsidiaries
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash paid in business acquisition
|
|
(83,163
|
)
|
|
—
|
|
|
(101,546
|
)
|
|||
Net cash used in investing activities
|
|
(85,163
|
)
|
|
—
|
|
|
(101,546
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|||
Treasury stock transactions, net
|
|
(3,837
|
)
|
|
(53,587
|
)
|
|
(2,690
|
)
|
|||
Stock options exercised
|
|
1,410
|
|
|
499
|
|
|
1,034
|
|
|||
Dividends paid on common stock
|
|
(58,177
|
)
|
|
(48,413
|
)
|
|
(34,210
|
)
|
|||
Dividends paid on preferred stock
|
|
(8,009
|
)
|
|
(8,000
|
)
|
|
(2,000
|
)
|
|||
Net (decrease) increase short-term borrowings
|
|
(15,000
|
)
|
|
25,000
|
|
|
—
|
|
|||
Principal paid on long-term borrowings
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of on junior subordinated notes issued to capital trusts
|
|
—
|
|
|
—
|
|
|
(45,369
|
)
|
|||
Net cash used in financing activities
|
|
(85,613
|
)
|
|
(84,501
|
)
|
|
(83,235
|
)
|
|||
Net (decrease) increase in cash
|
|
(78,228
|
)
|
|
72,658
|
|
|
(89,840
|
)
|
|||
Cash:
|
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
|
104,819
|
|
|
32,161
|
|
|
122,001
|
|
|||
End of year
|
|
$
|
26,591
|
|
|
$
|
104,819
|
|
|
$
|
32,161
|
|
Note 23.
|
Preferred Stock
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of Shares to
be Issued upon
Exercise of
Outstanding Options,
warrants and rights
(1)
|
|
Weighted Average
Exercise Price of
Outstanding Options,
warrants and rights
(1)
|
|
Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Shares Reflected
in the first column)
(2)
|
||||
Equity compensation plans approved by stockholders
|
|
2,584,657
|
|
|
$
|
27.45
|
|
|
3,811,383
|
|
Equity compensation plans not approved by stockholders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
2,584,657
|
|
|
$
|
27.45
|
|
|
3,811,383
|
|
Item 13.
|
Certain Relationships, Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)(1)
|
|
Financial Statements: See Part II—Item 8. Financial Statements and Supplementary Data.
|
|
|
|
(a)(2)
|
|
Financial Statement Schedules: All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable.
|
|
|
|
(a)(3)
|
|
Exhibits: See Exhibit Index.
|
|
|
|
(b)
|
|
Exhibits: See Exhibit Index.
|
By:
|
/s/Mitchell Feiger
|
|
Mitchell Feiger
|
|
President and Chief Executive Officer
|
|
|
February 23, 2017
|
Signatures
|
|
Title
|
|
|
|
|
|
|
|
|
|
/s/Mitchell Feiger
|
|
Director, President and Chief Executive Officer
|
|
|
|
Mitchell Feiger
|
|
(Principal Executive Officer)
|
|
February 23, 2017
|
|
|
|
|
|
|
|
/s/Randall T. Conte
|
|
Vice President and Chief Financial Officer
|
|
|
|
Randall T. Conte
|
|
(Principal Financial Officer)
|
|
February 23, 2017
|
|
|
|
|
|
|
|
/s/John Francoeur
|
|
Chief Accounting Officer
|
|
|
|
John Francoeur
|
|
(Principal Accounting Officer)
|
|
February 23, 2017
|
|
|
|
|
|
|
|
/s/Thomas H. Harvey*
|
|
Director
|
|
February 23, 2017
|
|
Thomas H. Harvey
|
|
|
|
|
|
|
|
|
|
|
|
/s/David P. Bolger*
|
|
Director
|
|
February 23, 2017
|
|
David P. Bolger
|
|
|
|
|
|
|
|
|
|
|
|
/s/C. Bryan Daniels*
|
|
Director
|
|
February 23, 2017
|
|
C. Bryan Daniels
|
|
|
|
|
|
|
|
|
|
|
|
/s/Sunil Garg*
|
|
Director
|
|
February 23, 2017
|
|
Sunil Garg
|
|
|
|
|
|
|
|
|
|
|
|
/s/Charles J. Gries*
|
|
Director
|
|
February 23, 2017
|
|
Charles J. Gries
|
|
|
|
|
|
|
|
|
|
|
|
/s/James N. Hallene*
|
|
Director
|
|
February 23, 2017
|
|
James N. Hallene
|
|
|
|
|
|
|
|
|
|
|
|
/s/Richard J. Holmstrom*
|
|
Director
|
|
February 23, 2017
|
|
Richard J. Holmstrom
|
|
|
|
|
|
|
|
|
|
|
|
/s/Karen J. May*
|
|
Director
|
|
February 23, 2017
|
|
Karen J. May
|
|
|
|
|
|
|
|
|
|
|
|
/s/Ronald D. Santo*
|
|
Director
|
|
February 23, 2017
|
|
Ronald D. Santo
|
|
|
|
|
|
|
|
|
|
|
|
/s/Jennifer W. Steans*
|
|
Director
|
|
February 23, 2017
|
|
Jennifer W. Steans
|
|
|
|
|
|
|
|
|
|
|
|
/s/Renee Togher*
|
|
Director
|
|
February 23, 2017
|
|
Renee Togher
|
|
|
|
|
|
|
|
|
|
|
|
*
By:
|
/s/Mitchell Feiger
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
EXHIBIT INDEX
|
||
Exhibit Number
|
|
Description
|
|
|
|
4.1
|
|
The Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of the holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries
|
|
|
|
10.1
|
|
Reserved
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement between the Registrant and Mitchell Feiger (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.4
|
|
Form of Change and Control Severance Agreement between MB Financial Bank, National Association and Jill E. York (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.4B
|
|
Form of Change and Control Severance Agreement between MB Financial Bank, National Association and each of Brian Wildman and Rosemarie Bouman (incorporated herein by reference to Exhibit 10.4B to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.4C
|
|
Form of Change in Control Severance Agreement between MB Financial Bank, National Association and Mark A. Heckler (incorporated herein by reference to Exhibit 10.4C to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 0-24566-01))
|
|
|
|
10.4D
|
|
Form of Change in Control Severance Agreement between MB Financial Bank, National Association and Randall T. Conte (incorporated herein by reference to Exhibit 10.4D to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-36599))
|
|
|
|
10.5
|
|
Reserved
|
|
|
|
10.5A
|
|
Reserved
|
|
|
|
10.5B
|
|
Reserved
|
|
|
|
10.7
|
|
MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) (incorporated herein by reference to Appendix A to the Registrant’s definitive proxy statement filed on April 11, 2014 (File No. 0-24566-01))
|
|
|
|
|
|
|
EXHIBIT INDEX
|
||
Exhibit Number
|
|
Description
|
|
|
|
10.8
|
|
MB Financial Stock Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.9
|
|
MB Financial Non-Stock Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.10
|
|
Avondale Federal Savings Bank Supplemental Executive Retirement Plan Agreement (incorporated herein by reference to Exhibit 10.2 to the Annual Report on Form 10-K of MB Financial, Inc., a Delaware corporation (then known as Avondale Financial Corp.) for the year ended December 31, 1996 (File No. 0-24566))
|
|
|
|
10.11
|
|
Agreement Regarding Salary Adjustment and Portion of Salary Payable by Stock, dated as of December 21, 2009, between MB Financial, Inc. and Mitchell Feiger (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-24566-01))
|
|
|
|
10.11A
|
|
Form of Agreement Regarding Salary Adjustment and Portion of Salary Payable by Stock between MB Financial, Inc. and Rosemarie Bouman, Mark A. Heckler and Brian J. Wildman (incorporated herein by reference to Exhibit 10.11A to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 0-24566-01))
|
|
|
|
10.12
|
|
Agreement Regarding Salary Adjustment and Portion of Salary Payable by Stock, dated as of December 21, 2009, between MB Financial, Inc. and Jill E. York (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-24566-01))
|
|
|
|
10.13
|
|
Amended and Restated Employment Agreement between MB Financial Bank, N.A. and Ronald D. Santo (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 14, 2004 (File No. 0-24566-01))
|
|
|
|
10.13A
|
|
Amendment to Amended and Restated Employment Agreement between MB Financial Bank, N.A. and Ronald D. Santo ((incorporated herein by reference to Exhibit 10.13A to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2006, filed on March 2, 2007 (File No. 0-24566-01))
|
|
|
|
10.15
|
|
Tax Gross Up Agreements between the Registrant and each of Mitchell Feiger, Jill E. York and Brian Wildman (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.15A
|
|
Tax Gross Up Agreement between the Registrant and Rosemarie Bouman (incorporated herein by reference to Exhibit 10.15A to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.16
|
|
Form of Incentive Stock Option Agreement for Executive Officers under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 0-24566-01))
|
|
|
|
EXHIBIT INDEX
|
||
Exhibit Number
|
|
Description
|
|
|
|
10.17
|
|
Form of Non-Qualified Stock Option Agreement for Directors under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 0-24566-01))
|
|
|
|
10.18
|
|
Form of Restricted Stock Agreement for Executive Officers under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 0-24566-01))
|
|
|
|
10.18A
|
|
Amendment to Form of Incentive Stock Option Agreement and Form of Restricted Stock Agreement for Executive Officers under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.18A to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-24566-01))
|
|
|
|
10.18B
|
|
Form of Performance-Based Restricted Stock Agreement for Executive Officers under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.18B to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 0-24566-01))
|
|
|
|
10.18C
|
|
Form of Restricted Stock Agreement for grants on December 2, 2009 to Mitchell Feiger and Jill E. York (incorporated herein by reference to Exhibit 10.18C to the Registrant’s Current Report on Form 8-K filed on December 7, 2009 (File No. 0-24566-01))
|
|
|
|
10.19
|
|
Form of Restricted Stock Agreement for Directors under the Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 0-24566-01))
|
|
|
|
10.20
|
|
First Oak Brook Bancshares, Inc. Incentive Compensation Plan (incorporated herein by reference to Appendix A to the definitive proxy statement filed by First Oak Brook on March 30, 2004 (File No. 0-14468))
|
|
|
|
10.20A
|
|
Amendment to First Oak Brook Bancshares, Inc. Incentive Compensation Plan ((incorporated herein by reference to Exhibit 10.20A to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2006, filed on March 2, 2007 (File No. 0-24566-01))
|
|
|
|
10.21
|
|
First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan (incorporated herein by reference to Appendix A to the definitive proxy statement filed by First Oak Brook on April 2, 2001 (File No. 0-14468))
|
|
|
|
10.21A
|
|
Amendment to First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan ((incorporated herein by reference to Exhibit 10.21A to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2006, filed on March 2, 2007 (File No. 0-24566-01))
|
|
|
|
10.22
|
|
First Oak Brook Bancshares, Inc. Directors Stock Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed by First Oak Brook on October 25, 1999 (File No. 333-89647))
|
|
|
|
10.22A
|
|
Amendment to First Oak Brook Bancshares, Inc. Directors Stock Plan (incorporated herein by reference to Exhibit 10.22A to the Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007 filed on May 15, 2007 (File No. 0-24566-01))
|
|
|
|
10.23
|
|
Letter Agreement, dated as of June 30, 2014, by and among the Registrant and certain principal stockholders of Taylor Capital Group, Inc. (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 1, 2014 (File No.0-24566-01))
|
|
|
|
EXHIBIT INDEX
|
||
Exhibit Number
|
|
Description
|
|
|
|
10.23A
|
|
Supplemental Agreement, dated as of August 15, 2014, by and among the Registrant, MB Financial Bank, N.A., and Jennifer W. Steans, as representative of certain principal stockholders of Taylor Capital Group, Inc. (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 20, 2014 (File No.001-36599))
|
|
|
|
10.23B
|
|
Escrow Agreement, dated as of August 15, 2014, by and among MB Financial Bank, N.A., Jennifer W. Steans, as representative of certain principal stockholders of Taylor Capital Group, Inc., and The Northern Trust Company, as escrow agent (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 20, 2014 (File No.001-36599))
|
|
|
|
10.23C
|
|
Second Amendment to Letter Agreement Re: Escrow of Merger Consideration, dated as of December 16, 2016, by and among the Registrant, MB Financial Bank, N.A., and Jennifer W. Steans, as representative of certain principal stockholders of Taylor Capital Group, Inc.*
|
|
|
|
10.24
|
|
Employment Agreement, dated as of July 14, 2013 by and between the Registrant, MB Financial Bank, N.A. and Mark A. Hoppe (included as Exhibit E to the Agreement and Plan of Merger, dated as of July 14, 2013, by and between the Registrant and Taylor Capital Group, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 18, 2013 (File No.0-24566-01)))
|
|
|
|
10.25
|
|
Taylor Capital Group, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Annual Report on Form 10-K of Taylor Capital Group, Inc. for the year ended December 31, 2008 (File No. 000-50034))
|
|
|
|
10.25A
|
|
Trust Under Taylor Capital Group, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.17 of the Registration Statement on Form S-1 of Taylor Capital Group, Inc. filed May 24, 2002 (Registration No. 333-89158))
|
|
|
|
10.25B
|
|
Amendment to the Taylor Capital Group, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.25B to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-36599)).
|
|
|
|
10.26
|
|
Taylor Capital Group, Inc. Senior Officer Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of Taylor Capital Group, Inc. for the quarterly period ended June 30, 2009 (File No. 000-50034))
|
|
|
|
10.26A
|
|
Amendment to the Taylor Capital Group, Inc. Senior Officer Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.26A to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-36599)).
|
|
|
|
10.27
|
|
First Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to First Oak Brook’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 0-14468))
|
|
|
|
10.27A
|
|
Amendment to First Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.27A to the Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007 filed on May 15, 2007)
|
|
|
|
10.29
|
|
Form of Transitional Employment Agreement between the Registrant (as successor to First Oak Brook) and Rosemarie Bouman (incorporated herein by reference to Exhibit 10.10 to First Oak Brook’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 0-14468))
|
|
|
|
EXHIBIT INDEX
|
||
Exhibit Number
|
|
Description
|
|
|
|
10.29A
|
|
First Amendment to Transitional Employment Agreement between the Registrant (as successor to First Oak Brook) and Rosemarie Bouman ((incorporated herein by reference to Exhibit 10.28A to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2006, filed March 2, 2007 (File No. 0-24566-01))
|
|
|
|
10.29B
|
|
Second Amendment to Transitional Employment Agreement between the Registrant (as successor to First Oak Brook) and Rosemarie Bouman ((incorporated herein by reference to Exhibit 10.28B to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2006, filed March 2, 2007 (File No. 0-24566-01))
|
|
|
|
10.30
|
|
Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.30 to the Registrant's Current Report on Form 8-K filed on September 5, 2012 (File No. 0-24566-01))
|
|
|
|
10.31
|
|
Form of Incentive Stock Option Agreement (Management Committee) (incorporated herein by reference to Exhibit 10.31 to the Registrant's Current Report on Form 8-K filed on September 5, 2012 (File No. 0-24566-01))
|
|
|
|
10.32
|
|
Form of Restricted Stock Agreement (Management Committee) (incorporated herein by reference to Exhibit 10.32 to the Registrant's Current Report on Form 8-K filed on September 5, 2012 (File No. 0-24566-01))
|
|
|
|
10.32A
|
|
Form of Restricted Stock Unit Agreement (Management Committee) (incorporated herein by reference to Exhibit 10.32A to the Registrant's Current Report on Form 8-K filed on September 5, 2012 (File No. 0-24566-01))
|
|
|
|
21
|
|
Subsidiaries of the Registrant*
|
|
|
|
23
|
|
Consent of RSM US LLP*
|
|
|
|
24
|
|
Power of Attorney*
|
|
|
|
31.1
|
|
Rule 13a — 14(a)/15d — 14(a) Certification (Chief Executive Officer)*
|
|
|
|
31.2
|
|
Rule 13a — 14(a)/15d — 14(a) Certification (Chief Financial Officer)*
|
|
|
|
32
|
|
Section 1350 Certifications*
|
|
|
|
101
|
|
The following financial statements from the MB Financial, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of cash flows and (v) the notes to consolidated financial statements*
|
RE:
|
Escrow Agreement dated August 15, 2014 by and among Jennifer W. Steans, as the designated representative of certain former stockholders of Taylor Capital Group, Inc., MB Financial Bank, NA and The Northern Trust Company (the “
Escrow Agreement
”)
|
MB FINANCIAL, INC.
|
||||
SUBSIDIARIES OF MB FINANCIAL, INC.
|
||||
|
|
|
|
|
Subsidiary
|
|
Ownership
|
|
Jurisdiction
|
MB Financial Bank, N.A.
|
|
Wholly-owned subsidiary of MB Financial, Inc.
|
|
United States
|
Coal City Capital Trust I
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
MB Financial Capital Trust II
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
Ashland Management Agency, Inc.
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MB Financial Capital Trust III
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
MB Financial Capital Trust IV
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
MB Financial Capital Trust V
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
MB Financial Capital Trust VI
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
FOBB Statutory Trust III
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
TAYC Capital Trust II
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
American Chartered Statutory Trust I
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
American Chartered Statutory Trust II
|
|
MB Financial, Inc. owns 100% of the common securities of the trust
|
|
Delaware
|
MB1200 Corporation
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MB Deferred Exchange Corporation
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MB Financial Community Development Corporation
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MB Financial Center, LLC
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MB Financial Center Land Owner, LLC
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
LaSalle Systems Leasing, Inc.
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
Melrose Equipment Company, LLC
|
|
Wholly-owned subsidiary of LaSalle Systems Leasing, Inc.
|
|
Illinois
|
LaSalle Business Solutions, LLC
|
|
Subsidiary of LaSalle Systems Leasing, Inc.
|
|
Illinois
|
Cedar Hill Associates, LLC
|
|
MB Financial Bank owns 88% of Cedar Hill Associates, LLC
|
|
Illinois
|
Celtic Leasing Corp.
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
California
|
MB Equipment Finance, LLC
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Maryland
|
MSA Holdings, LLC
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
MainStreet Investment Advisors, LLC
|
|
Wholly-owned subsidiary of MSA Holdings, LLC
|
|
Illinois
|
Cambium Asset Management, LLC
|
|
Wholly-owned subsidiary of MSA Holdings, LLC
|
|
Illinois
|
MB Financial International, Inc.
|
|
Wholly-owned subsidiary of MB Financial Bank
|
|
Illinois
|
LaSalle Solutions Canada Inc.
|
|
Wholly-owned subsidiary of MB Financial International, Inc.
|
|
Canada
|
MB Business Capital Canada Inc.
|
|
Wholly-owned subsidiary of MB Financial International, Inc.
|
|
Canada
|
Signature
|
Title
|
|
|
/s/Mitchell Feiger
|
Director, President and Chief Executive Officer
|
Mitchell Feiger
|
(Principal Executive Officer)
|
|
|
/s/Randall T. Conte
|
Vice President and Chief Financial Officer
|
Randall T. Conte
|
(Principal Financial Officer)
|
|
|
/s/John Francoeur
|
Chief Accounting Officer
|
John Francoeur
|
(Principal Accounting Officer)
|
|
|
/s/David P. Bolger
|
Director
|
David P. Bolger
|
|
|
|
/s/C. Bryan Daniels
|
Director
|
C. Bryan Daniels
|
|
|
|
/s/James N. Hallene
|
Director
|
James N. Hallene
|
|
|
|
/s/Thomas H. Harvey
|
Director
|
Thomas H. Harvey
|
|
|
|
/s/Richard J. Holmstrom
|
Director
|
Richard J. Holmstrom
|
|
|
|
/s/Sunil Garg
|
Director
|
Sunil Garg
|
|
Signature
|
Title
|
|
|
/s/Charles J. Gries
|
Director
|
Charles J. Gries
|
|
|
|
/s/Karen J. May
|
Director
|
Karen J. May
|
|
|
|
/s/Ronald D. Santo
|
Director
|
Ronald D. Santo
|
|
|
|
/s/Jennifer W. Steans
|
Director
|
Jennifer W. Steans
|
|
|
|
/s/Renee Togher
|
Director
|
Renee Togher
|
|
|
|
|
|
Date:
|
February 23, 2017
|
|
/s/Mitchell Feiger
|
|
|
|
Mitchell Feiger
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
February 23, 2017
|
|
/s/Randall T. Conte
|
|
|
|
Randall T. Conte
|
|
|
|
Vice President and Chief Financial Officer
|