10-Q




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
FORM 10-Q
(Mark One)
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2016
 
 
 
 
 
or
 
 
 
 
[ ]
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________.
 

Commission File Number 0-10967
______________________
 
(Exact name of registrant as specified in its charter)
Delaware
 
36-3161078
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
One Pierce Place, Suite 1500
Itasca, Illinois 60143-1254
(Address of principal executive offices) (zip code)
______________________
Registrant's telephone number, including area code: (630) 875-7450
______________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X]
 
Accelerated filer [ ]
Non-accelerated filer [ ]
 
Smaller reporting company [ ]
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

As of April 29, 2016, there were 81,327,746 shares of common stock, $.01 par value, outstanding.
 




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

2




PART I. FINANCIAL INFORMATION (Unaudited)
ITEM 1. FINANCIAL STATEMENTS
FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in thousands, except per share data)
 
 
 
 
 
March 31,
2016
 
December 31,
2015
Assets
 
 
 
 
(Unaudited)
 
 
Cash and due from banks
 
$
135,049

 
$
114,587

Interest-bearing deposits in other banks
 
171,312

 
266,615

Trading securities, at fair value
 
17,408

 
16,894

Securities available-for-sale, at fair value
 
1,625,579

 
1,306,636

Securities held-to-maturity, at amortized cost
 
21,051

 
23,152

Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost
 
40,916

 
39,306

Loans
 
7,822,555

 
7,161,715

Allowance for loan losses
 
(77,150
)
 
(73,630
)
Net loans
 
7,745,405

 
7,088,085

Other real estate owned ("OREO")
 
29,649

 
27,782

Premises, furniture, and equipment, net
 
141,323

 
122,278

Investment in bank-owned life insurance ("BOLI")
 
218,873

 
209,601

Goodwill and other intangible assets
 
369,979

 
339,277

Accrued interest receivable and other assets
 
212,378

 
178,463

Total assets
 
$
10,728,922

 
$
9,732,676

Liabilities
 
 
 
 
Noninterest-bearing deposits
 
$
2,627,530

 
$
2,414,454

Interest-bearing deposits
 
6,153,288

 
5,683,284

Total deposits
 
8,780,818

 
8,097,738

Borrowed funds
 
387,411

 
165,096

Senior and subordinated debt
 
201,293

 
201,208

Accrued interest payable and other liabilities
 
134,835

 
122,366

Total liabilities
 
9,504,357

 
8,586,408

Stockholders' Equity
 
 
 
 
Common stock
 
913

 
882

Additional paid-in capital
 
493,153

 
446,672

Retained earnings
 
964,250

 
953,516

Accumulated other comprehensive loss, net of tax
 
(15,041
)
 
(28,389
)
Treasury stock, at cost
 
(218,710
)
 
(226,413
)
Total stockholders' equity
 
1,224,565

 
1,146,268

Total liabilities and stockholders' equity
 
$
10,728,922

 
$
9,732,676

 
 
 
 
 
 
 
 
 
March 31, 2016
 
December 31, 2015
 
(Unaudited)
 
 
 
 
 
Preferred
 
Common
 
Preferred
 
Common
 
Shares
 
Shares
 
Shares
 
Shares
 
 
 
 
 
 
 
 
Par value
$

 
$
0.01

 
$

 
$
0.01

Shares authorized
1,000

 
150,000

 
1,000

 
150,000

Shares issued

 
91,274

 

 
88,228

Shares outstanding

 
81,298

 

 
77,952

Treasury shares

 
9,976

 

 
10,276

 
See accompanying notes to the unaudited condensed consolidated financial statements.

3




FIRST MIDWEST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Interest Income
 
 
 
 
Loans
 
$
78,455

 
$
73,397

Investment securities
 
8,558

 
8,293

Other short-term investments
 
535

 
779

Total interest income
 
87,548

 
82,469

Interest Expense
 
 
 
 
Deposits
 
2,385

 
2,525

Borrowed funds
 
1,316

 
18

Senior and subordinated debt
 
3,133

 
3,144

Total interest expense
 
6,834

 
5,687

Net interest income
 
80,714

 
76,782

Provision for loan losses
 
7,593

 
6,552

Net interest income after provision for loan losses
 
73,121

 
70,230

Noninterest Income
 
 
 
 
Service charges on deposit accounts
 
9,473

 
9,271

Wealth management fees
 
7,559

 
7,014

Card-based fees
 
6,718

 
6,402

Mortgage banking income
 
1,368

 
1,123

Other service charges, commissions, and fees
 
8,476

 
4,831

Net securities gains
 
887

 
512

Other income
 
1,445

 
1,948

Total noninterest income
 
35,926

 
31,101

Noninterest Expense
 
 
 
 
Salaries and employee benefits
 
44,594

 
40,716

Net occupancy and equipment expense
 
9,697

 
10,436

Professional services
 
5,920

 
5,109

Technology and related costs
 
3,701

 
3,687

Net OREO expense
 
664

 
1,204

Other expenses
 
12,993

 
11,505

Acquisition and integration related expenses
 
5,020

 

Total noninterest expense
 
82,589

 
72,657

Income before income tax expense
 
26,458

 
28,674

Income tax expense
 
8,496

 
8,792

Net income
 
$
17,962

 
$
19,882

Per Common Share Data
 
 
 
 
Basic earnings per common share
 
$
0.23

 
$
0.26

Diluted earnings per common share
 
$
0.23

 
$
0.26

Dividends declared per common share
 
$
0.09

 
$
0.09

Weighted-average common shares outstanding
 
77,980

 
76,918

Weighted-average diluted common shares outstanding
 
77,992

 
76,930

 
See accompanying notes to the unaudited condensed consolidated financial statements.

4




FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
(Unaudited)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Net income
 
$
17,962

 
$
19,882

Securities available-for-sale
 
 
 
 
Unrealized holding gains:
 
 
 
 
Before tax
 
18,873

 
6,312

Tax effect
 
(7,546
)
 
(2,528
)
Net of tax
 
11,327

 
3,784

Reclassification of net gains included in net income:
 
 
Before tax
 
887

 
512

Tax effect
 
(355
)
 
(209
)
Net of tax
 
532

 
303

Net unrealized holding gains
 
10,795

 
3,481

Derivative instruments
 
 
 
 
Unrealized holding gains (losses):
 
 
 
 
Before tax
 
4,275

 
(719
)
Tax effect
 
(1,722
)
 
288

Net of tax
 
2,553

 
(431
)
Total other comprehensive income
 
13,348

 
3,050

Total comprehensive income
 
$
31,310

 
$
22,932



 
 
Accumulated
Unrealized
Gain on
Securities
Available-
for-Sale
 
Accumulated Unrealized (Loss) Gain on Derivative Instruments
 
Unrecognized
Net Pension
Costs
 
Total
Accumulated
Other
Comprehensive
Loss
Balance at December 31, 2014
 
$
(2,950
)
 
$
(1,138
)
 
$
(11,767
)
 
$
(15,855
)
Other comprehensive income (loss)
 
3,481

 
(431
)
 

 
3,050

Balance at March 31, 2015
 
$
531

 
$
(1,569
)
 
$
(11,767
)
 
$
(12,805
)
Balance at December 31, 2015
 
$
(10,271
)
 
$
(2,468
)
 
$
(15,650
)
 
$
(28,389
)
Other comprehensive income
 
10,795

 
2,553

 

 
13,348

Balance at March 31, 2016
 
$
524

 
$
85

 
$
(15,650
)
 
$
(15,041
)
 
See accompanying notes to the unaudited condensed consolidated financial statements.


5




FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
(Unaudited)
 
 
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Balance at December 31, 2014
 
77,695

 
$
882

 
$
449,798

 
$
899,516

 
$
(15,855
)
 
$
(233,566
)
 
$
1,100,775

Net income
 

 

 

 
19,882

 

 

 
19,882

Other comprehensive income
 

 

 

 

 
3,050

 

 
3,050

Common dividends declared
  ($0.09 per common share)
 

 

 

 
(7,011
)
 

 

 
(7,011
)
Restricted stock activity
 
264

 

 
(9,784
)
 

 

 
7,311

 
(2,473
)
Treasury stock issued to
benefit plans
 
(2
)
 

 
(25
)
 

 

 
52

 
27

Share-based compensation expense
 

 

 
1,700

 

 

 

 
1,700

Balance at March 31, 2015
 
77,957

 
$
882

 
$
441,689

 
$
912,387

 
$
(12,805
)
 
$
(226,203
)
 
$
1,115,950

Balance at December 31, 2015
 
77,952

 
$
882

 
$
446,672

 
$
953,516

 
$
(28,389
)
 
$
(226,413
)
 
$
1,146,268

Net income
 

 

 

 
17,962

 

 

 
17,962

Other comprehensive income
 

 

 

 

 
13,348

 

 
13,348

Common dividends declared
  ($0.09 per common share)
 

 

 

 
(7,228
)
 

 

 
(7,228
)
Acquisition, net of issuance costs
 
3,042

 
31

 
54,865

 

 

 

 
54,896

Common stock issued
 
4

 

 
59

 

 

 

 
59

Restricted stock activity
 
303

 

 
(10,282
)
 

 

 
7,736

 
(2,546
)
Treasury stock issued to
  benefit plans
 
(3
)
 

 

 

 

 
(33
)
 
(33
)
Share-based compensation expense
 

 

 
1,839

 

 

 

 
1,839

Balance at March 31, 2016
 
81,298

 
$
913

 
$
493,153

 
$
964,250

 
$
(15,041
)
 
$
(218,710
)
 
$
1,224,565

 
See accompanying notes to the unaudited condensed consolidated financial statements.

6




FIRST MIDWEST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
 
2016
 
2015
Net cash provided by operating activities
 
$
9,934

 
$
34,750

Investing Activities
 
 
 
 
Proceeds from maturities, repayments, and calls of securities available-for-sale
 
68,235

 
58,236

Proceeds from sales of securities available-for-sale
 
31,453

 
36,193

Purchases of securities available-for-sale
 
(276,265
)
 
(53,974
)
Proceeds from maturities, repayments, and calls of securities held-to-maturity
 
3,973

 
1,720

Purchases of securities held-to-maturity
 
(8
)
 
(1,026
)
Net purchases of FHLB stock
 
(61
)
 
(1,190
)
Net increase in loans
 
(268,179
)
 
(75,795
)
Proceeds from claims on BOLI, net of premiums paid
 
(22
)
 
191

Proceeds from sales of OREO
 
1,640

 
2,708

Proceeds from sales of premises, furniture, and equipment
 
675

 
195

Purchases of premises, furniture, and equipment
 
(2,921
)
 
(1,215
)
Net cash received from acquisitions
 
57,347

 

Net cash used in investing activities
 
(384,133
)
 
(33,957
)
Financing Activities
 
 
 
 
Net increase in deposit accounts
 
88,159

 
26,921

Net increase (decrease) in borrowed funds
 
219,899

 
(6,794
)
Cash dividends paid
 
(6,885
)
 
(6,218
)
Restricted stock activity
 
(2,113
)
 
(2,700
)
Excess tax benefit related to share-based compensation
 
298

 
793

Net cash provided by financing activities
 
299,358

 
12,002

Net (decrease) increase in cash and cash equivalents
 
(74,841
)
 
12,795

Cash and cash equivalents at beginning of period
 
381,202

 
606,262

Cash and cash equivalents at end of period
 
$
306,361

 
$
619,057

 
 
 
 
 
Supplemental Disclosures of Cash Flow Information:
 
 
 
 
Income taxes paid
 
$
2,421

 
$
3,096

Interest paid to depositors and creditors
 
3,563

 
2,862

Dividends declared, but unpaid
 
7,593

 
7,011

Common stock issued for acquisitions, net of issuance costs
 
54,896

 

Non-cash transfers of loans to OREO
 
942

 
1,038

Non-cash transfer of loans held-for-investment to loans held-for-sale
 
25,125

 
4,200

 
See accompanying notes to the unaudited condensed consolidated financial statements.

7




NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – The accompanying unaudited condensed consolidated interim financial statements ("consolidated financial statements") of First Midwest Bancorp, Inc. (the "Company"), a Delaware corporation, were prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q and reflect all adjustments that management deems necessary for the fair presentation of the financial position and results of operations for the periods presented. The results of operations for the quarter ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles ("GAAP") and general practices within the banking industry. The accompanying consolidated financial statements do not include certain information and note disclosures required by GAAP for complete annual financial statements. Therefore, these financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K ("2015 10-K"). The Company uses the accrual basis of accounting for financial reporting purposes. Certain reclassifications were made to prior year amounts to conform to the current year presentation.
Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.
Principles of Consolidation – The accompanying consolidated financial statements include the financial position and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.
The accounting policies related to business combinations, loans, the allowance for credit losses, and derivative financial instruments are presented below. For a summary of all other significant accounting policies, see Note 1, "Summary of Significant Accounting Policies," in the Company's 2015 10-K.
Business Combinations – Business combinations are accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their estimated fair values as of the date of acquisition, with any excess of the purchase price of the acquisition over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Alternatively, a gain is recorded if the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid. The results of operations of the acquired business are included in the Condensed Consolidated Statements of Income from the effective date of the acquisition.
Loans – Loans held-for-investment are loans that the Company intends to hold until they are paid in full and are carried at the principal amount outstanding, including certain net deferred loan origination fees. Loan origination fees, commitment fees, and certain direct loan origination costs are deferred, and the net amount is amortized as a yield adjustment over the contractual life of the related loans or commitments and included in interest income. Fees related to standby letters of credit are amortized into fee income over the contractual life of the commitment. Other credit-related fees are recognized as fee income when earned. The Company's net investment in direct financing leases is included in loans and consists of future minimum lease payments and estimated residual values, net of unearned income. Interest income on loans is accrued based on principal amounts outstanding. Loans held-for-sale are carried at the lower of aggregate cost or fair value and included in other assets in the Consolidated Statements of Financial Condition.
Acquired and Covered Loans – Covered loans consists of loans acquired by the Company in Federal Deposit Insurance Corporation ("FDIC")-assisted transactions, which are covered by loss share agreements with the FDIC (the "FDIC Agreements"), under which the FDIC reimburses the Company for the majority of the losses and eligible expenses related to these assets during the coverage period. Acquired loans consist of all other loans that were acquired in business combinations that are not covered by FDIC Agreements. Covered loans and acquired loans are included within loans held-for-investment.
Acquired and covered loans are separated into (i) non-purchased credit impaired ("Non-PCI") and (ii) purchased credit impaired ("PCI") loans. Non-PCI loans include loans that did not have evidence of credit deterioration since origination at the acquisition date. PCI loans include loans that had evidence of credit deterioration since origination and for which it was probable at acquisition that the Company would not collect all contractually required principal and interest payments. Evidence of credit deterioration

8




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

9




The value of collateral-dependent loans is based on the fair value of the underlying collateral, less costs to sell. The value of other loans is measured using the present value of expected future cash flows discounted at the loan's initial effective interest rate.
Allowance for Credit Losses – The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments, and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, consideration of current economic trends, and other factors.
Loans deemed to be uncollectible are charged-off against the allowance for loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan losses. Additions to the allowance for loan losses are charged to expense through the provision for loan losses. The amount of provision depends on a number of factors, including net charge-off levels, loan growth, changes in the composition of the loan portfolio, and the Company's assessment of the allowance for loan losses based on the methodology discussed below.
Allowance for Loan Losses The allowance for loan losses consists of (i) specific reserves for individual loans where the recorded investment exceeds the value, (ii) an allowance based on a loss migration analysis that uses historical credit loss experience for each loan category, and (iii) an allowance based on other internal and external qualitative factors.
The specific reserves component of the allowance for loan losses is based on a periodic analysis of impaired loans exceeding a fixed dollar amount. If the value of an impaired loan is less than the recorded book value, the Company either establishes a valuation allowance (i.e., a specific reserve) equal to the excess of the book value over the value of the loan as a component of the allowance for loan losses or charges off the amount if it is a confirmed loss.
The general reserve component is based on a loss migration analysis, which examines actual loss experience by loan category for a rolling 8-quarter period and the related internal risk rating for corporate loans. The loss migration analysis is updated quarterly primarily using actual loss experience. This component is then adjusted based on management's consideration of many internal and external qualitative factors, including:
Changes in the composition of the loan portfolio, trends in the volume of loans, and trends in delinquent and non-accrual loans that could indicate that historical trends do not reflect current conditions.
Changes in credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices.
Changes in the experience, ability, and depth of credit management and other relevant staff.
Changes in the quality of the Company's loan review system and Board of Directors oversight.
The effect of any concentration of credit and changes in the level of concentrations, such as loan type or risk rating.
Changes in the value of the underlying collateral for collateral-dependent loans.
Changes in the national and local economy that affect the collectability of various segments of the portfolio.
The effect of other external factors, such as competition and legal and regulatory requirements, on the Company's loan portfolio.
The allowance for loan losses also consists of an allowance on acquired and covered Non-PCI and PCI loans. No allowance for loan losses is recorded on acquired loans at the acquisition date. Subsequent to the acquisition date, an allowance for credit losses is established as necessary to reflect credit deterioration. The acquired Non-PCI allowance is based on management's evaluation of the acquired Non-PCI loan portfolio giving consideration to the current portfolio balance including the remaining acquisition adjustments, maturity dates, and overall credit quality. The allowance for covered Non-PCI loans is calculated in the same manner as the general reserve component based on a loss migration analysis as discussed above. The acquired and covered PCI allowance reflects the difference between the carrying value and the discounted expected future cash flows of the acquired and covered PCI loans. On a periodic basis, the adequacy of this allowance is determined through a re-estimation of expected future cash flows on all the outstanding acquired and covered PCI loans using either a probability of default/loss given default ("PD/LGD") methodology or a specific review methodology. The PD/LGD model is a loss model that estimates expected future cash flows using a probability of default curve and loss given default estimates. Acquired Non-PCI loans that have renewed subsequent to the respective acquisition dates are no longer classified as acquired loans. Instead, they are included with our general loan population and allocated an allowance based on a loss migration analysis.
Reserve for Unfunded Commitments The Company also maintains a reserve for unfunded commitments, including letters of credit, for the risk of loss inherent in these arrangements. The reserve for unfunded commitments is estimated using the loss migration analysis from the allowance for loan losses, adjusted for probabilities of future funding requirements. The reserve for unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Condition.
The establishment of the allowance for credit losses involves a high degree of judgment given the difficulty of assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and

10




information available, the adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk classifications by regulatory authorities.
Derivative Financial Instruments – To provide derivative products to customers and in the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and expected future cash flows caused by interest rate volatility. All derivative instruments are recorded at fair value as either other assets or other liabilities in the Consolidated Statements of Financial Condition. Subsequent changes in a derivative's fair value are recognized in earnings unless specific hedge accounting criteria are met.
On the date the Company enters into a derivative contract, the derivative is designated as a fair value hedge, a cash flow hedge, or a non-hedge derivative instrument. Fair value hedges are designed to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk. Cash flow hedges are designed to mitigate exposure to variability in expected future cash flows to be received or paid related to an asset, liability, or other type of forecasted transaction. The Company formally documents all relationships between hedging instruments and hedged items, including its risk management objective and strategy at inception.
At the hedge's inception and quarterly thereafter, a formal assessment is performed to determine the effectiveness of the derivative in offsetting changes in the fair values or expected future cash flows of the hedged items in the current period and prospectively. If a derivative instrument designated as a hedge is terminated or ceases to be highly effective, hedge accounting is discontinued prospectively, and the gain or loss is amortized into earnings. For fair value hedges, the gain or loss is amortized over the remaining life of the hedged asset or liability. For cash flow hedges, the gain or loss is amortized over the same period that the forecasted hedged transactions impact earnings. If the hedged item is disposed of, any fair value adjustments are included in the gain or loss from the disposition of the hedged item. If the forecasted transaction is no longer probable, the gain or loss is included in earnings immediately.
For fair value hedges, changes in the fair value of the derivative instruments, as well as changes in the fair value of the hedged item, are recognized in earnings. For cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of accumulated other comprehensive loss and is reclassified to earnings when the hedged transaction is reflected in earnings.
Ineffectiveness is calculated based on the change in fair value of the hedged item compared with the change in fair value of the hedging instrument. For all types of hedges, any ineffectiveness in the hedging relationship is recognized in earnings during the period the ineffectiveness occurs.

11




2. RECENT ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Pronouncements
Amendments to Consolidation Analysis: In February 2015, the Financial Accounting Standards Board ("FASB") issued guidance that updates current accounting for the consolidation of certain legal entities. This guidance modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIEs, and provides certain exceptions from consolidation guidance for certain reporting entities. This guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance on January 1, 2016 did not materially impact the Company's financial condition, results of operations, or liquidity.
Simplifying the Presentation of Debt Issuance Costs: In April of 2015, the FASB issued guidance to clarify the presentation of debt issuance costs within the balance sheet. Additionally, the guidance requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. The guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance on January 1, 2016 did not materially impact the Company's financial condition, results of operations, or liquidity.
Accounting Pronouncements Pending Adoption
Revenue from Contracts with Customers: In May of 2014, the FASB issued guidance that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March of 2016, the FASB issued an amendment to this guidance to clarify the implementation of guidance on principal versus agent consideration. An additional amendment to clarify the implementation guidance on the identification of performance obligations and licensing was issued in April of 2016.
The guidance was initially effective for annual and interim reporting periods beginning on or after December 15, 2016. In August of 2015, the FASB issued guidance that defers the effective date by one year. The deferral causes the guidance to be effective for annual and interim reporting periods beginning on or after December 15, 2017, and must be applied either retrospectively or using the modified retrospective approach. Early adoption is permitted, but not before the original effective date. Management is evaluating the new guidance, but does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern: In August of 2014, the FASB issued guidance that requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Amendments to Guidance on Classifying and Measuring Financial Instruments: In January of 2016, the FASB issued guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value. Any changes in fair value will be recognized in net income unless the investments qualify for a new practicability exception. This guidance also requires entities to recognize changes in instrument-specific credit risk related to financial liabilities measured under the fair value option in other comprehensive income. No changes were made to the guidance for classifying and measuring investments in debt securities and loans. This guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Leases: In February of 2016, the FASB issued guidance to increase transparency and comparability across entities for leasing arrangements. This guidance requires lessees to recognized assets and liabilities for most leases. For lessors, this guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. In addition, this guidance clarifies criteria for the determination of whether a contract is or contains a lease. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. Management is evaluating the new guidance and the impact to the Company's financial condition, results of operations, and liquidity.
Contingent Put and Call Options in Debt Instruments: In March of 2016, the FASB issued final guidance clarifying the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. Entities are required to apply the guidance to existing debt instruments (or hybrid financial instruments that are determined to have a debt host) using a modified retrospective transition method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted.

12




Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Equity Method Accounting: In March of 2016, the FASB issued final guidance to simplify the equity method of accounting. The guidance eliminates the requirement to retrospectively apply equity method accounting in previous periods when an investor initially obtains significant influence over an investee. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Accounting for Employee Share-based Payments: In March of 2016, the FASB issued guidance to simplify the accounting for employee share-based payment transactions. The guidance requires entities to recognize the income tax effects of awards in the income statement when the awards vest or are settled. In addition, the guidance allows entities to repurchase more of an employee's shares than it can under current guidance for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. Management is evaluating the new guidance, but does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
3. ACQUISITIONS
The National Bank & Trust Company of Sycamore
On March 8, 2016, the Company completed the acquisition of NI Bancshares Corporation ("NI Bancshares"), the holding company for The National Bank & Trust Company of Sycamore. As part of the acquisition, the Company acquired all assets and assumed all liabilities of NI Bancshares, which included ten banking offices in northern Illinois and over $700.0 million in trust assets under management. The merger consideration was a combination of Company common stock and cash, at a purchase price of $70.1 million. Goodwill of $20.8 million associated with the acquisition was recorded by the Company. The Company is finalizing the fair values of the assets and liabilities acquired. As a result, the fair value adjustments associated with these accounts and goodwill are preliminary and may change.
The Peoples' Bank of Arlington Heights
On December 3, 2015, the Company completed the acquisition of Peoples Bancorp, Inc. ("Peoples") and its wholly owned banking subsidiary, The Peoples' Bank of Arlington Heights. With the acquisition, the Company acquired all assets and assumed all liabilities of Peoples, which included two banking offices in Arlington Heights, Illinois, at a purchase price of $16.8 million paid in cash. The Company recorded goodwill of $7.5 million associated with the acquisition. The Company is finalizing the fair values of the assets and liabilities acquired. As a result, the fair value adjustments associated with these accounts and goodwill are preliminary and may change.

13




The following table presents the assets acquired and liabilities assumed, net of the fair value adjustments, in the NI Bancshares and Peoples transactions as of the acquisition date. The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the acquisition date and have been accounted for under the acquisition method of accounting.
Acquisition Activity
(Dollar amounts in thousands)
 
 
NI Bancshares
 
Peoples
 
 
March 8, 2016
 
December 3, 2015
Assets
 
 
 
 
Cash and due from banks and interest-bearing deposits in other banks
 
$
72,533

 
$
781

Securities available-for-sale
 
125,843

 
41,492

Securities held-to-maturity
 
1,864

 

FHLB and FRB stock
 
1,549

 
558

Loans
 
397,018

 
53,917

OREO
 
2,863

 
515

Investment in BOLI
 
8,384

 

Goodwill
 
20,762

 
7,544

Other intangible assets
 
10,925

 
580

Premises, furniture, and equipment
 
20,019

 
2,215

Accrued interest receivable and other assets
 
16,004

 
2,911

Total assets
 
$
677,764

 
$
110,513

Liabilities
 
 
 
 
Noninterest-bearing deposits
 
$
130,909

 
$
15,869

Interest-bearing deposits
 
464,012

 
75,944

Total deposits
 
594,921

 
91,813

Borrowed funds
 
2,416

 
1,200

Intangible liabilities
 
230

 

Accrued interest payable and other liabilities
 
10,115

 
672

Total liabilities
 
607,682

 
93,685

Consideration Paid
 
 
 
 
Common stock (2016 - 3,042,494 shares issued at $18.059 per share), net of
  $48,000 in issuance costs
 
54,896

 

Cash paid
 
15,186

 
16,828

Total consideration paid
 
70,082

 
16,828

 
 
$
677,764

 
$
110,513

Expenses related to the acquisition and integration of the transactions above totaled $5.0 million and $1.4 million during the quarters ended March 31, 2016 and December 31, 2015, respectively, are reported as a separate component within noninterest expense in the Condensed Consolidated Statements of Income. These acquisitions were not considered material to the Company's financial statements; therefore, pro forma financial data and related disclosures are not included.

14




4. SECURITIES
Securities are classified as held-to-maturity, trading, or available-for-sale at the time of purchase. Securities classified as held-to-maturity are securities for which management has the intent and ability to hold to maturity and are stated at cost.
The Company's trading securities consist of diversified investment securities reported at fair value that are held in a grantor trust under deferred compensation arrangements in which plan participants may direct amounts earned to be invested in securities other than Company stock.
All other securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive loss.
A summary of the Company's securities portfolio by category and maturity is presented in the following tables.
Securities Portfolio
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Amortized Cost
 
Gross Unrealized
 
Fair
 Value
 
Amortized Cost
 
Gross Unrealized
 
Fair
 Value
 
 
 
Gains
 
Losses
 
 
 
Gains
 
Losses
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
32,548

 
$
230

 
$
(6
)
 
$
32,772

 
$
17,000

 
$
15

 
$
(35
)
 
$
16,980

U.S. agency securities
 
178,745

 
1,852

 
(42
)
 
180,555

 
86,461

 
351

 
(169
)
 
86,643

Collateralized mortgage
  obligations ("CMOs")
 
805,533

 
8,113

 
(1,974
)
 
811,672

 
695,198

 
1,072

 
(9,085
)
 
687,185

Other mortgage-backed
  securities ("MBSs")
 
235,287

 
3,466

 
(114
)
 
238,639

 
152,481

 
1,920

 
(871
)
 
153,530

Municipal securities
 
321,485

 
6,684

 
(159
)
 
328,010

 
321,437

 
6,443

 
(310
)
 
327,570

Trust-preferred
  collateralized debt
  obligations ("CDOs")
 
48,301

 
44

 
(17,588
)
 
30,757

 
48,287

 
34

 
(16,792
)
 
31,529

Equity securities
 
3,204

 
107

 
(137
)
 
3,174

 
3,282

 
86

 
(169
)
 
3,199

Total securities
  available-for-sale
 
$
1,625,103

 
$
20,496

 
$
(20,020
)
 
$
1,625,579

 
$
1,324,146

 
$
9,921

 
$
(27,431
)
 
$
1,306,636

Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
21,051

 
$

 
$
(3,548
)
 
$
17,503

 
$
23,152

 
$

 
$
(3,098
)
 
$
20,054

Trading Securities
 
 
 
 
 
 
 
$
17,408

 
 
 
 
 
 
 
$
16,894


Remaining Contractual Maturity of Securities
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
 
Available-for-Sale
 
Held-to-Maturity
 
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
One year or less
 
$
84,634

 
$
83,325

 
$
3,205

 
$
2,665

After one year to five years
 
444,106

 
437,239

 
7,038

 
5,852

After five years to ten years
 
4,038

 
3,976

 
3,131

 
2,603

After ten years
 
48,301

 
47,554

 
7,677

 
6,383

Securities that do not have a single contractual maturity date
 
1,044,024

 
1,053,485

 

 

Total
 
$
1,625,103

 
$
1,625,579

 
$
21,051

 
$
17,503

The carrying value of securities available-for-sale that were pledged to secure deposits or for other purposes as permitted or required by law totaled $1.1 billion at March 31, 2016 and $856.9 million at December 31, 2015. No securities held-to-maturity were pledged as of March 31, 2016 or December 31, 2015.

15




Purchases and sales of securities are recognized on a trade date basis. Realized securities gains or losses are reported in net securities gains in the Condensed Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. During the quarters ended March 31, 2016 and 2015 there were no material gross trading gains (losses). The following table presents net realized gains on available-for-sale securities for the quarters ended March 31, 2016 and 2015.
Securities Available-for-Sale Gains
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Gains on sales of securities:
 
 
 
 
Gross realized gains
 
$
930

 
$
650

Gross realized losses
 
(43
)
 
(138
)
Net realized gains on sales of securities
 
887

 
512

Non-cash impairment charges:
 
 
 
 
Other-than-temporary securities impairment ("OTTI")
 

 

Net realized gains
 
$
887

 
$
512

Accounting guidance requires that the credit portion of an OTTI charge be recognized through income. If a decline in fair value below carrying value is not attributable to credit deterioration and the Company does not intend to sell the security or believe it would not be more likely than not required to sell the security prior to recovery, the Company records the non-credit related portion of the decline in fair value in other comprehensive income.
The following table presents a rollforward of life-to-date OTTI recognized in earnings related to all securities available-for-sale held by the Company for the quarters ended March 31, 2016 and 2015. The majority of the beginning and ending balance of OTTI relates to CDOs currently held by the Company.
Changes in OTTI Recognized in Earnings
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Beginning balance
 
$
23,709

 
$
23,880

OTTI included in earnings (1):
 
 
 
 
Reduction for sales of securities (2)
 

 
(171
)
Ending balance
 
$
23,709

 
$
23,709

(1) 
Included in net securities gains in the Condensed Consolidated Statements of Income.
(2) 
This reduction was driven by the sale of one CMO with a carrying value of $1.3 million during the quarter ended March 31, 2015.

16




The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of March 31, 2016 and December 31, 2015.
Securities in an Unrealized Loss Position
(Dollar amounts in thousands)
 
 
 
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
 
Number of
Securities
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
2

 
$
3,995

 
$
6

 
$

 
$

 
$
3,995

 
$
6

U.S. agency securities
 
6

 
20,804

 
42

 

 

 
20,804

 
42

CMOs
 
47

 
22,710

 
62

 
146,426

 
1,912

 
169,136

 
1,974

MBSs
 
9

 
9,927

 
66

 
7,292

 
48

 
17,219

 
114

Municipal securities
 
48

 
15,634

 
129

 
6,640

 
30

 
22,274

 
159

CDOs
 
8

 
6,623

 
1,708

 
22,272

 
15,880

 
28,895

 
17,588

Equity securities
 
2

 
485

 
120

 
2,350

 
17

 
2,835

 
137

Total
 
122

 
$
80,178

 
$
2,133

 
$
184,980

 
$
17,887

 
$
265,158

 
$
20,020

Securities Held-To-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
16

 
$
17,503

 
$
3,548

 
$

 
$

 
$
17,503

 
$
3,548

As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
4

 
$
7,946

 
$
35

 
$

 
$

 
$
7,946

 
$
35

U.S. agency securities
 
10

 
30,620

 
169

 

 

 
30,620

 
169

CMOs
 
133

 
309,787

 
3,110

 
257,362

 
5,975

 
567,149

 
9,085

MBSs
 
27

 
63,028

 
427

 
31,980

 
444

 
95,008

 
871

Municipal securities
 
68

 
8,135

 
65

 
24,227

 
245

 
32,362

 
310

CDOs
 
8

 
8,034

 
971

 
21,642

 
15,821

 
29,676

 
16,792

Equity securities
 
2

 
485

 
120

 
2,305

 
49

 
2,790

 
169

Total
 
252

 
$
428,035

 
$
4,897

 
$
337,516

 
$
22,534

 
$
765,551

 
$
27,431

Securities Held-To-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
19

 
$
20,054

 
$
3,098

 
$

 
$

 
$
20,054

 
$
3,098

Substantially all of the Company's CMOs and other MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. Municipal securities are issued by municipal authorities, and the majority are supported by third party insurance or some other form of credit enhancement. Management does not believe any of these securities with unrealized losses as of March 31, 2016 represent OTTI related to credit deterioration. These unrealized losses are attributed to changes in interest rates and temporary market movements. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.
The unrealized losses on CDOs as of March 31, 2016 reflect changes in market activity for these securities. Management does not believe these unrealized losses represent OTTI related to credit deterioration. In addition, the Company does not intend to sell the CDOs with unrealized losses within a short period of time, and the Company does not believe it is more likely than not that it will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Significant judgment is required to calculate the fair value of the CDOs, all of which are pooled. For a detailed discussion of the CDO valuation methodology, see Note 14, "Fair Value."

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5. LOANS
Loans Held-for-Investment
The following table presents the Company's loans held-for-investment by class.
Loan Portfolio
(Dollar amounts in thousands)
 
 
As of
 
 
March 31,
2016
 
December 31,
2015
Commercial and industrial
 
$
2,634,391

 
$
2,524,726

Agricultural
 
422,231

 
387,440

Commercial real estate:
 
 
 
 
Office, retail, and industrial
 
1,566,395

 
1,395,454

Multi-family
 
562,065

 
528,324

Construction
 
260,743

 
216,882

Other commercial real estate
 
1,060,302

 
931,190

Total commercial real estate
 
3,449,505

 
3,071,850

Total corporate loans
 
6,506,127

 
5,984,016

Home equity
 
683,171

 
653,468

1-4 family mortgages
 
390,887

 
355,854

Installment
 
213,979

 
137,602

Total consumer loans
 
1,288,037

 
1,146,924

Covered loans
 
28,391

 
30,775

Total loans
 
$
7,822,555

 
$
7,161,715

Deferred loan fees included in total loans
 
$
4,379

 
$
5,191

Overdrawn demand deposits included in total loans
 
2,858

 
2,810

The Company primarily lends to community-based and mid-sized businesses, commercial real estate customers, and consumers in its markets. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower.
It is the Company's policy to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with state lending laws, the Company's lending standards, and credit monitoring and remediation procedures. A discussion of risk characteristics relevant to each portfolio segment is presented in Note 5, "Loans" to the Consolidated Financial Statements in the Company's 2015 10-K.

18




Loan Sales
The following table presents loan sales for the quarters ended March 31, 2016 and 2015.
Loan Sales
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Corporate loan sales
 
 
 
 
Proceeds from sales
 
$
9,588

 
$
5,285

Less book value of loans sold
 
9,130

 
5,145

Net gains on sales of corporate loans (1)
 
458

 
140

1-4 family mortgage loan sales
 
 
 
 
Proceeds from sales
 
39,507

 
35,582

Less book value of loans sold
 
38,680

 
34,496

Net gains on sales of 1-4 family mortgages (2)
 
827

 
1,086

Total net gains on loan sales
 
$
1,285

 
$
1,226


(1) 
Net gains on sales of corporate loans are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.
(2) 
Net gains on sales of 1-4 family mortgages are included in mortgage banking income in the Condensed Consolidated Statements of Income.
The Company retained servicing responsibilities for a portion of the 1-4 family mortgage loans sold and collects servicing fees equal to a percentage of the outstanding principal balance. The Company also retained limited recourse for credit losses on the sold 1-4 family mortgage loans. A description of the recourse obligation is presented in Note 13, "Commitments, Guarantees, and Contingent Liabilities."

19




6. ACQUIRED AND COVERED LOANS
The significant accounting policies related to acquired and covered loans, which are classified as PCI and Non-PCI, are presented in Note 1, "Summary of Significant Accounting Policies."
The following table presents acquired and covered PCI and Non-PCI loans as of March 31, 2016 and December 31, 2015.
Acquired and Covered Loans
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
PCI
 
Non-PCI
 
Total
 
PCI
 
Non-PCI
 
Total
Acquired loans
 
$
71,944

 
$
875,684

 
$
947,628

 
$
50,286

 
$
534,506

 
$
584,792

Covered loans
 
9,732

 
18,659

 
28,391

 
9,919

 
20,856

 
30,775

Total acquired and covered loans
 
$
81,676

 
$
894,343

 
$
976,019

 
$
60,205

 
$
555,362

 
$
615,567

Acquired Non-PCI loans that are renewed are no longer classified as acquired loans. These loans totaled $63.7 million and $61.6 million as of March 31, 2016 and December 31, 2015, respectively.
In connection with the FDIC Agreements, the Company recorded an indemnification asset. To maintain eligibility for the loss share reimbursement, the Company is required to follow certain servicing procedures as specified in the FDIC Agreements. The Company was in compliance with those requirements as of March 31, 2016 and December 31, 2015.
Rollforwards of the carrying value of the FDIC indemnification asset for the quarters ended March 31, 2016 and 2015 are presented in the following table.
Changes in the FDIC Indemnification Asset
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Beginning balance
 
$
3,903

 
$
8,452

Amortization
 
(280
)
 
(458
)
Change in expected reimbursements from the FDIC for changes in expected credit losses
 
216

 
934

Net payments to (from) the FDIC
 
1,841

 
(388
)
Ending balance
 
$
5,680

 
$
8,540

Changes in the accretable yield for acquired and covered PCI loans were as follows.
Changes in Accretable Yield
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Beginning balances
 
$
24,912

 
$
28,244

Additions
 
3,981

 

Accretion
 
(1,546
)
 
(2,663
)
Other (1)
 
(89
)
 
839

Ending balance
 
$
27,258

 
$
26,420

(1) 
Decreases result from the resolution of certain loans occurring earlier than anticipated while increases represent a rise in the expected future cash flows to be collected over the remaining estimated life of the underlying portfolio.

20




7. PAST DUE LOANS, ALLOWANCE FOR CREDIT LOSSES, IMPAIRED LOANS, AND TDRS
Past Due and Non-accrual Loans
The following table presents an aging analysis of the Company's past due loans as of March 31, 2016 and December 31, 2015. The aging is determined without regard to accrual status. The table also presents non-performing loans, consisting of non-accrual loans (the majority of which are past due) and loans 90 days or more past due and still accruing interest, as of each balance sheet date.
Aging Analysis of Past Due Loans and Non-performing Loans by Class
(Dollar amounts in thousands)
 
 
Aging Analysis (Accruing and Non-accrual)
 
 
Non-performing Loans
 
 
Current
 
30-89 Days
Past Due
 
90 Days or
More Past
Due
 
Total
Past Due
 
Total
Loans
 
 
Non-
accrual
Loans
 
90 Days Past Due Loans, Still Accruing Interest
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
2,622,308

 
$
9,288

 
$
2,795

 
$
12,083

 
$
2,634,391

 
 
$
5,364

 
$
561

Agricultural
 
421,730

 
228

 
273

 
501

 
422,231

 
 
295

 

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,552,465

 
9,375

 
4,555

 
13,930

 
1,566,395

 
 
10,910

 
219

Multi-family
 
557,740

 
3,751

 
574

 
4,325

 
562,065

 
 
410

 
346

Construction
 
258,615

 
1,749

 
379

 
2,128

 
260,743

 
 
778

 

Other commercial real estate
 
1,050,707

 
2,623

 
6,972

 
9,595

 
1,060,302

 
 
5,555

 
3,382

Total commercial real
  estate
 
3,419,527

 
17,498

 
12,480

 
29,978

 
3,449,505

 
 
17,653

 
3,947

Total corporate loans
 
6,463,565

 
27,014

 
15,548

 
42,562

 
6,506,127

 
 
23,312

 
4,508

Home equity
 
678,013

 
3,075

 
2,083

 
5,158

 
683,171

 
 
4,635

 
261

1-4 family mortgages
 
386,624

 
2,566

 
1,697

 
4,263

 
390,887

 
 
3,436

 
272

Installment
 
212,242

 
1,295

 
442

 
1,737

 
213,979

 
 

 
442

Total consumer loans
 
1,276,879

 
6,936

 
4,222

 
11,158

 
1,288,037

 
 
8,071

 
975

Covered loans
 
27,380

 
316

 
695

 
1,011

 
28,391

 
 
507

 
352

Total loans
 
$
7,767,824

 
$
34,266

 
$
20,465

 
$
54,731

 
$
7,822,555

 
 
$
31,890

 
$
5,835

As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
2,516,197

 
$
4,956

 
$
3,573

 
$
8,529

 
$
2,524,726

 
 
$
5,587

 
$
857

Agricultural
 
387,109

 
245

 
86

 
331

 
387,440

 
 
355

 

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,386,383

 
2,647

 
6,424

 
9,071

 
1,395,454

 
 
6,875

 
4

Multi-family
 
526,625

 
541

 
1,158

 
1,699

 
528,324

 
 
796

 
548

Construction
 
216,377

 

 
505

 
505

 
216,882

 
 
905

 

Other commercial real estate
 
922,531

 
3,575

 
5,084

 
8,659

 
931,190

 
 
5,611

 
661

Total commercial real
  estate
 
3,051,916

 
6,763

 
13,171

 
19,934

 
3,071,850

 
 
14,187

 
1,213

Total corporate loans
 
5,955,222

 
11,964

 
16,830

 
28,794

 
5,984,016

 
 
20,129

 
2,070

Home equity
 
647,175

 
3,247

 
3,046

 
6,293

 
653,468

 
 
5,310

 
216

1-4 family mortgages
 
350,980

 
2,680

 
2,194

 
4,874

 
355,854

 
 
3,416

 
528

Installment
 
136,780

 
753

 
69

 
822

 
137,602

 
 
20

 
69

Total consumer loans
 
1,134,935

 
6,680

 
5,309

 
11,989

 
1,146,924

 
 
8,746

 
813

Covered loans
 
29,808

 
405

 
562

 
967

 
30,775

 
 
555

 
174

Total loans
 
$
7,119,965

 
$
19,049

 
$
22,701

 
$
41,750

 
$
7,161,715

 
 
$
29,430

 
$
3,057



21




Allowance for Credit Losses
The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb probable losses inherent in the loan portfolio. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for the allowance for credit losses. A rollforward of the allowance for credit losses by portfolio segment for the quarters ended March 31, 2016 and 2015 is presented in the table below.
Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands)
 
 
Commercial,
Industrial,
and
Agricultural
 
Office,
Retail, and
Industrial
 
Multi-
family
 
Construction
 
Other
Commercial
Real Estate
 
Consumer
 
Covered
Loans
 
Reserve for
Unfunded
Commitments
 
Total
Allowance
Quarter ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
37,074

 
$
13,116

 
$
2,462

 
$
1,440

 
$
6,088

 
$
11,812

 
$
1,638

 
$
1,225

 
$
74,855

Charge-offs
 
(1,898
)
 
(524
)
 
(204
)
 
(126
)
 
(1,445
)
 
(992
)
 

 

 
(5,189
)
Recoveries
 
502

 
103

 
25

 
15

 
151

 
320

 

 

 
1,116

Net charge-offs
 
(1,396
)
 
(421
)
 
(179
)
 
(111
)
 
(1,294
)
 
(672
)
 

 

 
(4,073
)
Provision for loan
  losses and other
 
2,058

 
1,717

 
257

 
1,104

 
1,773

 
754

 
(70
)
 

 
7,593

Ending balance
 
$
37,736

 
$
14,412

 
$
2,540

 
$
2,433

 
$
6,567

 
$
11,894

 
$
1,568

 
$
1,225

 
$
78,375

Quarter ended March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
29,458

 
$
10,992

 
$
2,249

 
$
2,297

 
$
8,327

 
$
12,145

 
$
7,226

 
$
1,816

 
$
74,510

Charge-offs
 
(7,449
)
 
(156
)
 
(28
)
 

 
(1,317
)
 
(800
)
 
(303
)
 

 
(10,053
)
Recoveries
 
792

 
322

 
4

 
17

 
266

 
321

 
75

 

 
1,797

Net charge-offs
 
(6,657
)
 
166

 
(24
)
 
17

 
(1,051
)
 
(479
)
 
(228
)
 

 
(8,256
)
Provision for loan
  losses and other
 
9,295

 
(327
)
 
130

 
(238
)
 
(978
)
 
(11
)
 
(1,319
)
 

 
6,552

Ending balance
 
$
32,096

 
$
10,831

 
$
2,355

 
$
2,076

 
$
6,298

 
$
11,655

 
$
5,679

 
$
1,816

 
$
72,806




22




The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment as of March 31, 2016 and December 31, 2015.
Loans and Related Allowance for Credit Losses by Portfolio Segment
(Dollar amounts in thousands)
 
 
Loans
 
Allowance for Credit Losses
 
 
Individually
Evaluated
for
Impairment
 
Collectively
Evaluated
for
Impairment
 
PCI
 
Total
 
Individually
Evaluated
for
Impairment
 
Collectively
Evaluated
for
Impairment
 
PCI
 
Total
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, industrial, and
  agricultural
 
$
2,717

 
$
3,042,504

 
$
11,401

 
$
3,056,622

 
$
852

 
$
36,089

 
$
795

 
$
37,736

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
9,683

 
1,543,068

 
13,644

 
1,566,395

 
1,783

 
11,061

 
1,568

 
14,412

Multi-family
 
402

 
548,891

 
12,772

 
562,065

 

 
2,443

 
97

 
2,540

Construction
 
34

 
255,249

 
5,460

 
260,743

 

 
2,126

 
307

 
2,433

Other commercial real estate
 
3,972

 
1,039,822

 
16,508

 
1,060,302

 

 
5,882

 
685

 
6,567

Total commercial real estate
 
14,091

 
3,387,030

 
48,384

 
3,449,505

 
1,783

 
21,512

 
2,657

 
25,952

Total corporate loans
 
16,808

 
6,429,534

 
59,785

 
6,506,127

 
2,635

 
57,601

 
3,452

 
63,688

Consumer
 

 
1,275,878

 
12,159

 
1,288,037

 

 
11,504

 
390

 
11,894

Covered loans
 

 
18,659

 
9,732

 
28,391

 

 
192

 
1,376

 
1,568

Reserve for unfunded
  commitments
 

 

 

 

 

 
1,225

 

 
1,225

Total loans
 
$
16,808

 
$
7,724,071

 
$
81,676

 
$
7,822,555

 
$
2,635

 
$
70,522

 
$
5,218

 
$
78,375

As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, industrial, and
  agricultural
 
$
2,871

 
$
2,902,361

 
$
6,934

 
$
2,912,166

 
$
883

 
$
35,378

 
$
813

 
$
37,074

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
6,162

 
1,376,789

 
12,503

 
1,395,454

 
715

 
10,833

 
1,568

 
13,116

Multi-family
 
800

 
526,037

 
1,487

 
528,324

 

 
2,367

 
95

 
2,462

Construction
 
178

 
212,671

 
4,033

 
216,882

 

 
1,160

 
280

 
1,440

Other commercial real estate
 
3,665

 
913,161

 
14,364

 
931,190

 

 
5,367

 
721

 
6,088

Total commercial real estate
 
10,805

 
3,028,658

 
32,387

 
3,071,850

 
715

 
19,727

 
2,664

 
23,106

Total corporate loans
 
13,676

 
5,931,019

 
39,321

 
5,984,016

 
1,598

 
55,105

 
3,477

 
60,180

Consumer
 

 
1,135,959

 
10,965

 
1,146,924

 

 
11,425

 
387

 
11,812

Covered loans
 

 
20,856

 
9,919

 
30,775

 

 
248

 
1,390

 
1,638

Reserve for unfunded
  commitments
 

 

 

 

 

 
1,225

 

 
1,225

Total loans
 
$
13,676

 
$
7,087,834

 
$
60,205

 
$
7,161,715

 
$
1,598

 
$
68,003

 
$
5,254

 
$
74,855


23




Loans Individually Evaluated for Impairment
The following table presents loans individually evaluated for impairment by class of loan as of March 31, 2016 and December 31, 2015. PCI loans are excluded from this disclosure.
Impaired Loans Individually Evaluated by Class
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
 
As of December 31, 2015
 
 
Recorded Investment In
 
 
 
 
Recorded Investment In
 
 
 
 
Loans with
No Specific
Reserve
 
Loans with
a Specific
Reserve
 
Unpaid
Principal
Balance
 
Specific
Reserve
 
 
Loans with
No Specific
Reserve
 
Loans with
a Specific
Reserve
 
Unpaid
Principal
Balance
 
Specific
Reserve
Commercial and industrial
 
$
1,561

 
$
1,156

 
$
4,240

 
$
852

 
 
$
1,673

 
$
1,198

 
$
4,592

 
$
883

Agricultural
 

 

 

 

 
 

 

 

 

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
3,168

 
6,515

 
14,837

 
1,783

 
 
4,654

 
1,508

 
12,083

 
715

Multi-family
 
402

 

 
402

 

 
 
800

 

 
941

 

Construction
 
34

 

 
34

 

 
 
178

 

 
299

 

Other commercial real estate
 
3,972

 

 
5,640

 

 
 
3,665

 

 
4,403

 

Total commercial real estate
 
7,576

 
6,515

 
20,913

 
1,783

 
 
9,297

 
1,508

 
17,726

 
715

Total impaired loans
   individually evaluated
   for impairment
 
$
9,137

 
$
7,671

 
$
25,153

 
$
2,635

 
 
$
10,970

 
$
2,706

 
$
22,318

 
$
1,598

The following table presents the average recorded investment and interest income recognized on impaired loans by class for the quarters ended March 31, 2016 and 2015. PCI loans are excluded from this disclosure.
Average Recorded Investment and Interest Income Recognized on Impaired Loans by Class
(Dollar amounts in thousands)
 
 
Quarters Ended March 31,
 
 
2016
 
2015
 
 
Average
Recorded
Balance
 
Interest
Income
Recognized (1)
 
Average
Recorded
Balance
 
Interest
Income
Recognized (1)
Commercial and industrial
 
$
2,794

 
$
38

 
$
14,947

 
$
70

Agricultural
 

 

 

 

Commercial real estate:
 
 
 
 
 
 
 
 

Office, retail, and industrial
 
7,923

 
48

 
11,502

 
29

Multi-family
 
601

 
1

 
812

 

Construction
 
106

 

 
6,671

 

Other commercial real estate
 
3,819

 
19

 
3,002

 
11

Total commercial real estate
 
12,449

 
68

 
21,987

 
40

Total impaired loans
 
$
15,243

 
$
106

 
$
36,934

 
$
110

(1) 
Recorded using the cash basis of accounting.

24




Credit Quality Indicators
Corporate loans and commitments are assessed for credit risk and assigned ratings based on various characteristics, such as the borrower's cash flow, leverage, and collateral. Ratings for commercial credits are reviewed periodically. The following tables present credit quality indicators by class for corporate and consumer loans, excluding covered loans, as of March 31, 2016 and December 31, 2015.
Corporate Credit Quality Indicators by Class, Excluding Covered Loans
(Dollar amounts in thousands)
 
 
Pass
 
Special
 Mention (1) (4)
 
Substandard (2) (4)
 
Non-accrual (3)
 
Total
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
2,466,027

 
$
121,950

 
$
41,050

 
$
5,364

 
$
2,634,391

Agricultural
 
380,551

 
33,122

 
8,263

 
295

 
422,231

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,482,996

 
38,809

 
33,680

 
10,910

 
1,566,395

Multi-family
 
551,807

 
5,869

 
3,979

 
410

 
562,065

Construction
 
242,509

 
4,270

 
13,186

 
778

 
260,743

Other commercial real estate
 
1,023,549

 
15,794

 
15,404

 
5,555

 
1,060,302

Total commercial real estate
 
3,300,861

 
64,742

 
66,249

 
17,653

 
3,449,505

Total corporate loans
 
$
6,147,439

 
$
219,814

 
$
115,562

 
$
23,312

 
$
6,506,127

As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
2,379,992

 
$
86,263

 
$
52,884

 
$
5,587

 
$
2,524,726

Agricultural
 
381,523

 

 
5,562

 
355

 
387,440

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,320,164

 
32,627

 
35,788

 
6,875

 
1,395,454

Multi-family
 
517,412

 
6,146

 
3,970

 
796

 
528,324

Construction
 
201,496

 
4,678

 
9,803

 
905

 
216,882

Other commercial real estate
 
898,746

 
13,179

 
13,654

 
5,611

 
931,190

Total commercial real estate
 
2,937,818

 
56,630

 
63,215

 
14,187

 
3,071,850

Total corporate loans
 
$
5,699,333

 
$
142,893

 
$
121,661

 
$
20,129

 
$
5,984,016

(1) 
Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.
(2) 
Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time.
(3) 
Loans categorized as non-accrual exhibit well-defined weaknesses that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected.
(4) 
Total special mention and substandard loans includes accruing TDRs of $854,000 as of March 31, 2016 and $862,000 as of December 31, 2015.

25




Consumer Credit Quality Indicators by Class, Excluding Covered Loans
(Dollar amounts in thousands)
 
 
Performing
 
Non-accrual
 
Total
As of March 31, 2016
 
 
 
 
 
 
Home equity
 
$
678,536

 
$
4,635

 
$
683,171

1-4 family mortgages
 
387,451

 
3,436

 
390,887

Installment
 
213,979

 

 
213,979

Total consumer loans
 
$
1,279,966

 
$
8,071

 
$
1,288,037

As of December 31, 2015
 
 
 
 
 
 
Home equity
 
$
648,158

 
$
5,310

 
$
653,468

1-4 family mortgages
 
352,438

 
3,416

 
355,854

Installment
 
137,582

 
20

 
137,602

Total consumer loans
 
$
1,138,178

 
$
8,746

 
$
1,146,924

TDRs
TDRs are generally performed at the request of the individual borrower and may include forgiveness of principal, reduction in interest rates, changes in payments, and maturity date extensions. The table below presents TDRs by class as of March 31, 2016 and December 31, 2015. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for TDRs.
TDRs by Class
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Accruing
 
Non-accrual (1)
 
Total
 
Accruing
 
Non-accrual (1)
 
Total
Commercial and industrial
 
$
291

 
$
1,018

 
$
1,309

 
$
294

 
$
1,050

 
$
1,344

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
162

 

 
162

 
164

 

 
164

Multi-family
 
592

 
182

 
774

 
598

 
186

 
784

Other commercial real estate
 
334

 

 
334

 
340

 

 
340

Total commercial real estate
 
1,088

 
182

 
1,270

 
1,102

 
186

 
1,288

Total corporate loans
 
1,379

 
1,200

 
2,579

 
1,396

 
1,236

 
2,632

Home equity
 
479

 
656

 
1,135

 
494

 
667

 
1,161

1-4 family mortgages
 
844

 
412

 
1,256

 
853

 
421

 
1,274

Total consumer loans
 
1,323

 
1,068

 
2,391

 
1,347

 
1,088

 
2,435

Total loans
 
$
2,702

 
$
2,268

 
$
4,970

 
$
2,743

 
$
2,324

 
$
5,067

(1) 
These TDRs are included in non-accrual loans in the preceding tables.
TDRs are included in the calculation of the allowance for credit losses in the same manner as impaired loans. There were $729,000 in specific reserves related to TDRs as of March 31, 2016 and there were $758,000 in specific reserves related to TDRs as of December 31, 2015.
No loans were restructured during the quarters ended March 31, 2016 and 2015.
Accruing TDRs that do not perform in accordance with their modified terms are transferred to non-accrual. There were no material TDRs that defaulted within twelve months of the restructure date during the quarters ended March 31, 2016 and 2015.

26




A rollforward of the carrying value of TDRs for the quarters ended March 31, 2016 and 2015 is presented in the following table.
TDR Rollforward
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Accruing
 
 
 
 
Beginning balance
 
$
2,743

 
$
3,704

Net payments received
 
(41
)
 
(42
)
Net transfers from non-accrual
 

 
(81
)
Ending balance
 
2,702

 
3,581

Non-accrual
 
 
 
 
Beginning balance
 
2,324

 
19,904

Net payments received
 
(56
)
 
(15,399
)
Charge-offs
 

 
(2,590
)
Net transfers to accruing
 

 
81

Ending balance
 
2,268

 
1,996

Total TDRs
 
$
4,970

 
$
5,577

For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. Loans that were not restructured at market rates and terms, that are not in compliance with the modified terms, or for which there is a concern about the future ability of the borrower to meet its obligations under the modified terms, continue to be separately reported as restructured until paid in full or charged-off.
There were no material commitments to lend additional funds to borrowers with TDRs as of March 31, 2016 and December 31, 2015.
8.  BORROWED FUNDS
The following table summarizes the Company's borrowed funds by funding source.
Summary of Borrowed Funds
(Dollar amounts in thousands)
 
 
As of
 
 
March 31,
2016
 
December 31,
2015
Securities sold under agreements to repurchase
 
$
122,511

 
$
155,196

FHLB advances
 
262,500

 
9,900

Other borrowings
 
2,400

 

Total borrowed funds
 
$
387,411

 
$
165,096

Securities sold under agreements to repurchase are treated as financings and the obligations to repurchase securities sold are included as a liability in the Consolidated Statements of Financial Condition. Repurchase agreements are secured by U.S. treasury and agency securities. The securities underlying the agreements remain in the respective asset accounts.
The Bank is a member of the FHLB and has access to term financing from the FHLB. These advances are secured by designated assets that may include qualifying commercial real estate, residential and multi-family mortgages, home equity loans, and municipal and mortgage-backed securities. As of March 31, 2016, the Company held various 3-month FHLB advances with fixed interest rates of 0.5% and maturity dates that range from May 2, 2016 to June 1, 2016.
The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. See Note 12 "Derivative Instruments and Hedging Activities" for a detailed discussion of interest rate swaps.

27




9.  SENIOR AND SUBORDINATED DEBT
The following table presents the Company's senior and subordinated debt by issuance.
Senior and Subordinated Debt
(Dollar amounts in thousands)
 
 
 
 
 
 
 
 
As of
 
 
Issuance Date
 
Maturity Date
 
Interest Rate
 
March 31, 2016
 
December 31,
 2015
Senior notes
 
November 2011
 
November 2016
 
5.875%
 
$
114,922

 
$
114,891

Subordinated notes
 
March 2006
 
April 2016
 
5.850%
 
38,500

 
38,499

Junior subordinated debentures:
 
 
 
 
 
 
 
 
 
 
First Midwest Capital Trust I ("FMCT")
 
November 2003
 
December 2033
 
6.950%
 
37,799

 
37,799

Great Lakes Statutory Trust II ("GLST II") (1)
 
December 2005
 
December 2035
 
L+1.400% (2)
 
4,320

 
4,296

Great Lakes Statutory Trust III ("GLST III") (1)
 
June 2007
 
September 2037
 
L+1.700% (2)
 
5,752

 
5,723

Total junior subordinated debentures
 
 
 
 
 
 
 
47,871

 
47,818

Total senior and subordinated debt
 
 
 
 
 
 
 
$
201,293

 
$
201,208

(1) 
The junior subordinated debentures related to GLST II and GLST III were assumed by the Company during 2014 through the acquisition of Great Lakes Financial Resources, Inc., the holding company for Great Lakes Bank. As of March 31, 2016 and December 31, 2015, these amounts include acquisition adjustments which resulted in a discount of $1.9 million to GLST II and $2.5 million to GLST III.
(2) 
The interest rates are a variable rate based on the three-month LIBOR plus 1.400% and 1.700% for GLST II and GLST III, respectively.
On April 1, 2016 the $38.5 million in subordinated notes matured and were repaid by the Company. In November of 2016 $114.9 million of senior notes will mature.
Junior Subordinated Debentures
FMCT, GLST II and GLST III are Delaware statutory business trusts. These trusts were established for the purpose of issuing trust-preferred securities and lending the proceeds to the Company in return for junior subordinated debentures of the Company. The junior subordinated debentures are the sole assets of each trust. Therefore, each trust's ability to pay amounts due on the trust-preferred securities is solely dependent on the Company making payments on the related junior subordinated debentures. The trust-preferred securities are subject to mandatory redemption, in whole or in part, on repayment of the junior subordinated debentures at the stated maturity date or on redemption. The Company guarantees payments of distributions and redemptions on the trust-preferred securities on a limited basis.
Trust-preferred securities are included in Tier 1 capital of the Company for regulatory capital purposes. The statutory trusts qualify as VIEs for which the Company is not the primary beneficiary. Consequently, the accounts of those entities are not consolidated in the Company's financial statements.

28




10. EARNINGS PER COMMON SHARE
The table below displays the calculation of basic and diluted earnings per common share ("EPS").
Basic and Diluted EPS
(Amounts in thousands, except per share data)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Net income
 
$
17,962

 
$
19,882

Net income applicable to non-vested restricted shares
 
(212
)
 
(228
)
Net income applicable to common shares
 
$
17,750

 
$
19,654

Weighted-average common shares outstanding:
 
 
 
 
Weighted-average common shares outstanding (basic)
 
77,980

 
76,918

Dilutive effect of common stock equivalents
 
12

 
12

Weighted-average diluted common shares outstanding
 
77,992

 
76,930

Basic EPS
 
$
0.23

 
$
0.26

Diluted EPS
 
$
0.23

 
$
0.26

Anti-dilutive shares not included in the computation of diluted EPS (1)
 
608

 
948

(1) 
This amount represents outstanding stock options for which the exercise price is greater than the average market price of the Company's common stock.
11. INCOME TAXES
The following table presents income tax expense and the effective income tax rate for the quarters ended March 31, 2016 and 2015.
Income Tax Expense
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Income before income tax expense
 
$
26,458

 
$
28,674

Income tax expense:
 
 
 
 
Federal income tax expense
 
$
7,101

 
$
7,076

State income tax expense
 
1,395

 
1,716

Total income tax expense
 
$
8,496

 
$
8,792

Effective income tax rate
 
32.1
%
 
30.7
%
Federal income tax expense and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income and state income taxes. State income tax expense and the related effective tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income and state tax rules related to consolidated/combined reporting and sourcing of income and expense.
The Company's accounting policies for the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are included in Note 1, "Summary of Significant Accounting Policies" and Note 15, "Income Taxes" to the Consolidated Financial Statements in the Company's 2015 10-K.

29




12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy. The significant accounting policies related to derivative instruments and hedging activities are presented in Note 1, "Summary of Significant Accounting Policies."
Fair Value Hedges
The Company hedges the fair value of fixed rate commercial real estate loans using interest rate swaps through which the Company pays fixed amounts and receives variable amounts. These derivative contracts are designated as fair value hedges.
Fair Value Hedges
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
Gross notional amount outstanding
 
$
11,320

 
$
11,620

Derivative liability fair value
 
(612
)
 
(643
)
Weighted-average interest rate received
 
2.35
%
 
2.25
%
Weighted-average interest rate paid
 
6.35
%
 
6.36
%
Weighted-average maturity (in years)
 
1.73

 
1.97

Fair value of assets needed to settle derivative transactions (1)
 
$
633

 
$
665

(1) 
This amount represents the fair value if credit risk related contingent features were triggered.
Hedge ineffectiveness is recognized in other noninterest income in the Condensed Consolidated Statements of Income. For the quarters ended March 31, 2016 and 2015, gains or losses related to fair value hedge ineffectiveness were not material.
Cash Flow Hedges
As of March 31, 2016, the Company hedged $710.0 million of certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts. The Company also hedged $510.0 million of borrowed funds using forward starting interest rate swaps through which the Company receives variable amounts and pays fixed amounts. These transactions allow the Company to add stability to net interest income and manage its exposure to interest rate movements. Forward starting interest rate swaps of $62.5 million and $200.0 million began during the second and third quarters of 2015, respectively, and mature during the same periods in 2019. The remaining forward starting interest rate swaps begin at various dates between June 2016 and March 2018 and mature between June 2019 and May 2020. These derivative contracts are designated as cash flow hedges.
Cash Flow Hedges
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
Gross notional amount outstanding
 
$
1,220,000

 
$
1,220,000

Derivative asset fair value
 
17,121

 
4,787

Derivative liability fair value
 
(17,009
)
 
(8,950
)
Weighted-average interest rate received
 
1.31
%
 
1.24
%
Weighted-average interest rate paid
 
0.90
%
 
0.75
%
Weighted-average maturity (in years)
 
3.56

 
3.91

The effective portion of gains or losses on cash flow hedges is recorded in accumulated other comprehensive loss on an after-tax basis and is subsequently reclassified to interest income or expense in the period that the forecasted hedge impacts earnings. Hedge effectiveness is determined using a regression analysis at the inception of the hedge relationship and on an ongoing basis. For the quarters ended March 31, 2016 and 2015, there were no material gains or losses related to cash flow hedge ineffectiveness. As of March 31, 2016, the Company estimates that $3.9 million will be reclassified from accumulated other comprehensive loss as an increase to interest income over the next twelve months.

30




Other Derivative Instruments
The Company also enters into derivative transactions with its commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with a third party. This transaction allows the Company's customers to effectively convert a variable rate loan into a fixed rate loan. Due to the offsetting nature of these transactions, the Company does not apply hedge accounting treatment. The Company's credit exposure on these derivative transactions results primarily from counterparty credit risk. The credit valuation adjustment ("CVA") is a fair value adjustment to the derivative to account for this risk. As of March 31, 2016 and December 31, 2015, the CVA was not material. Transaction fees related to commercial customer derivative instruments of $3.2 million and $662,000 were recorded in noninterest income for the quarters ended March 31, 2016 and 2015, respectively.
Other Derivative Instruments
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
Gross notional amount outstanding
 
$
1,023,359

 
$
853,385

Derivative asset fair value
 
23,212

 
11,446

Derivative liability fair value
 
(23,212
)
 
(11,446
)
Fair value of assets needed to settle derivative transactions (1)
 
23,743

 
11,939

(1) 
This amount represents the fair value if credit risk related contingent features were triggered.
The Company occasionally enters into risk participation agreements with counterparty banks to transfer or assume a portion of the credit risk related to customer transactions. The amounts of these instruments were not material for any periods presented. The Company had no other derivative instruments as of March 31, 2016 and December 31, 2015. The Company does not enter into derivative transactions for purely speculative purposes.
Credit Risk
Derivative instruments are inherently subject to credit risk, which represents the Company's risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Credit risk is managed by limiting and collateralizing the aggregate amount of net unrealized losses by transaction, monitoring the size and the maturity structure of the derivatives, and applying uniform credit standards. Company policy establishes limits on credit exposure to any single counterparty. In addition, the Company established bilateral collateral agreements with derivative counterparties that provide for exchanges of marketable securities or cash to collateralize either party's net losses above a stated minimum threshold. As of March 31, 2016 and December 31, 2015, these collateral agreements covered 100% of the fair value of the Company's outstanding fair value hedges. Derivative assets and liabilities are presented gross, rather than net, of pledged collateral amounts.

31




Certain derivative instruments are subject to master netting agreements with counterparties. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Statements of Financial Condition. The following table presents the fair value of the Company's derivatives and offsetting positions as of March 31, 2016 and December 31, 2015.
Fair Value of Offsetting Derivatives
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Gross amounts recognized
 
$
40,333

 
$
40,833

 
$
16,233

 
$
21,039

Less: amounts offset in the Consolidated Statements of
  Financial Condition
 

 

 

 

Net amount presented in the Consolidated Statements of
  Financial Condition (1)
 
40,333

 
40,833

 
16,233


21,039

Gross amounts not offset in the Consolidated Statements of
  Financial Condition:
 
 
 
 
 
 
 
 
Offsetting derivative positions
 
(17,321
)
 
(17,321
)
 
(4,791
)
 
(4,791
)
Cash collateral pledged
 

 
(23,512
)
 

 
(16,248
)
Net credit exposure
 
$
23,012

 
$

 
$
11,442

 
$

(1) 
Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
As of March 31, 2016 and December 31, 2015, the Company's derivative instruments generally contained provisions that require the Company's debt to remain above a certain credit rating by each of the major credit rating agencies or that the Company maintain certain capital levels. If the Company's debt were to fall below that credit rating or the Company's capital were to fall below the required levels, it would be in violation of those provisions, and the counterparties to the derivative instruments could terminate the swap transaction and demand cash settlement of the derivative instrument in an amount equal to the derivative liability fair value. As of March 31, 2016 and December 31, 2015 the Company was not in violation of these provisions.

32




13. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES
Credit Commitments and Guarantees
In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and to conduct lending activities, including commitments to extend credit and standby and commercial letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.
Contractual or Notional Amounts of Financial Instruments
(Dollar amounts in thousands)
 
 
As of
 
 
March 31,
2016
 
December 31,
2015
Commitments to extend credit:
 
 
 
 
Commercial, industrial, and agricultural
 
$
1,396,016

 
$
1,303,056

Commercial real estate
 
378,063

 
366,250

Home equity
 
368,671

 
352,114

Other commitments (1)
 
215,253

 
203,121

Total commitments to extend credit
 
$
2,358,003

 
$
2,224,541

 
 
 
 
 
Standby letters of credit
 
$
93,695

 
$
100,610

Recourse on assets sold:
 
 
 
 
Unpaid principal balance of loans sold
 
$
193,704

 
$
196,389

Carrying value of recourse obligation (2)
 
92

 
87

(1) 
Other commitments includes installment and overdraft protection program commitments.
(2) 
Included in other liabilities in the Consolidated Statements of Financial Condition.
Commitments to extend credit are agreements to lend funds to a customer, subject to contractual terms and covenants. Commitments generally have fixed expiration dates or other termination clauses, variable interest rates, and fee requirements, when applicable. Since many of the commitments are expected to expire without being drawn, the total commitment amounts do not necessarily represent future cash flow requirements.
In the event of a customer's non-performance, the Company's credit loss exposure is equal to the contractual amount of the commitments. The credit risk is essentially the same as extending loans to customers. The Company uses the same credit policies for credit commitments as its loans and minimizes exposure to credit loss through various collateral requirements.
Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent on the failure of the customer to perform according to the terms of the contract with the third party and are often issued in favor of a municipality where construction is taking place to ensure the borrower adequately completes the construction.
The maximum potential future payments guaranteed by the Company under standby letters of credit arrangements are equal to the contractual amount of the commitment. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral, including real estate, production plants and property, marketable securities, or receipt of cash.
As a result of the sale of certain 1-4 family mortgage loans, the Company is contractually obligated to repurchase any non-performing loans or loans that do not meet underwriting requirements at recorded value. In accordance with the sales agreements, there is no limitation to the maximum potential future payments or expiration of the Company's recourse obligation. There were no material loan repurchases during the quarters ended March 31, 2016 and 2015.
Legal Proceedings
In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at March 31, 2016. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any liabilities arising from pending legal matters will have a material adverse effect on the Company's financial position, results of operations, or liquidity.

33




14. FAIR VALUE
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Statements of Financial Condition. Those assets and liabilities are presented below in the sections titled "Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis" and "Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis."
Other assets and liabilities are not required to be measured at fair value in the Consolidated Statements of Financial Condition, but must be disclosed at fair value. See the "Fair Value Measurements of Other Financial Instruments" section of this note. Any aggregation of the estimated fair values presented in this note does not represent the value of the Company.
Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. GAAP provides a three-tiered fair value hierarchy based on the inputs used to measure fair value. The hierarchy is defined as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed.
Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities between levels of the fair value hierarchy during the periods presented.

34




Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis
The following table provides the fair value for assets and liabilities required to be measured at fair value on a recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Recurring Fair Value Measurements
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
 
$
1,477

 
$

 
$

 
$
2,530

 
$

 
$

Mutual funds
 
15,931

 

 

 
14,364

 

 

Total trading securities
 
17,408

 

 

 
16,894

 

 

Securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
32,772

 

 

 
16,980

 

 

U.S. agency securities
 

 
180,555

 

 

 
86,643

 

CMOs
 

 
811,672

 

 

 
687,185

 

MBSs
 

 
238,639

 

 

 
153,530

 

Municipal securities
 

 
328,010

 

 

 
327,570

 

CDOs
 

 

 
30,757

 

 

 
31,529

Equity securities
 

 
3,174

 

 

 
3,199

 

Total securities available-for-sale
 
32,772

 
1,562,050

 
30,757

 
16,980

 
1,258,127

 
31,529

Mortgage servicing rights ("MSRs") (1)
 

 

 
5,022

 

 

 
1,853

Derivative assets (1)
 

 
40,333

 

 

 
16,233

 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities (2)
 
$

 
$
40,833

 
$

 
$

 
$
21,039

 
$


(1) 
Included in other assets in the Consolidated Statements of Financial Condition.
(2) 
Included in other liabilities in the Consolidated Statements of Financial Condition.
The following sections describe the specific valuation techniques and inputs used to measure financial assets and liabilities at fair value.
Trading Securities
The Company's trading securities consist of diversified investment securities held in a grantor trust and are invested in money market and mutual funds. The fair value of these money market and mutual funds is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy.
Securities Available-for-Sale
The Company's securities available-for-sale are primarily fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair values for these securities are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. The fair value of U.S. treasury securities is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy. Quarterly, the Company evaluates the methodologies used by its external pricing services to estimate the fair value of these securities to determine whether the valuations represent an exit price in the Company's principal markets.
CDOs are classified in level 3 of the fair value hierarchy. The Company estimates the fair values for each CDO using discounted cash flow analyses with the assistance of a structured credit valuation firm. This methodology is based on credit analysis and historical financial data for each of the issuers underlying the CDOs (the "Issuers"). These estimates are highly subjective and sensitive to several significant, unobservable inputs. The cash flows for each Issuer are then discounted to present values using LIBOR plus an adjustment to reflect the impact of market factors. Finally, the discounted cash flows for each Issuer are aggregated to derive the estimated fair value for the specific CDO.

35




The following table presents the ranges of significant, unobservable inputs calculated using the weighted average of the Issuers used by the Company as of March 31, 2016 and December 31, 2015.
Significant Unobservable Inputs Used in the Valuation of CDOs
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
Probability of prepayment
 
1.8
%
 -
15.1%
 
1.8
%
 -
15.1%
Probability of default
 
18.6
%
 -
49.7%
 
19.1
%
 -
32.6%
Loss given default
 
92.8
%
 -
98.4%
 
93.8
%
 -
97.1%
Probability of deferral cure
 
15.2
%
 -
63.5%
 
15.2
%
 -
63.1%
Most Issuers have the right to prepay the securities on the fifth anniversary of issuance and under other limited circumstances. To estimate prepayments, a credit analysis of each Issuer is performed to estimate its ability and likelihood to fund a prepayment. If a prepayment occurs, the Company receives cash equal to the par value for the portion of the CDO associated with that Issuer.
The likelihood that an Issuer who is currently deferring payment on the securities will pay all deferred amounts and remain current thereafter is based on an analysis of the Issuer's asset quality, leverage ratios, and other measures of financial viability.
The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for each CDO. The timing of the default, the magnitude of the default, and the timing and magnitude of the cure probability are directly interrelated. Defaults that occur sooner and/or are greater than anticipated have a negative impact on the valuation. In addition, a high cure probability assumption has a positive effect on the fair value, and, if a cure event takes place sooner than anticipated, the impact on the valuation is also favorable.
Management monitors the valuation results of each CDO on a semi-annual basis, which includes an analysis of historical pricing trends for these types of securities, overall economic conditions (such as tracking LIBOR curves), and the performance of the Issuers' industries. Annually, management validates significant assumptions by reviewing detailed back-testing performed by the structured credit valuation firm.
A rollforward of the carrying value of CDOs for the quarters ended March 31, 2016 and 2015 is presented in the following table.
Carrying Value of CDOs
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Beginning balance
 
$
31,529

 
$
33,774

Change in other comprehensive income (1)
 
(786
)
 
300

Paydowns
 
14

 
(146
)
Ending balance
 
$
30,757

 
$
33,928


(1) 
Included in unrealized holding gains in the Consolidated Statements of Comprehensive Income.

36




MSRs
The Company services loans for others totaling $600.8 million as of March 31, 2016 and $242.9 million as of December 31, 2015. These loans are owned by third parties and are not included in the Consolidated Statements of Financial Condition. As of March 31, 2016, loans serviced for others includes approximately $350.0 million of loans, the servicing of which transitioned from NI Bancshares to the Company as a result of the NI Bancshares acquisition, and resulted in an additional $3.1 million of MSRs. Additional information regarding the NI Bancshares transaction is presented in Note 3, "Acquisitions."
The Company determines the fair value of MSRs by estimating the present value of expected future cash flows associated with the mortgage loans being serviced and classifies them in level 3 of the fair value hierarchy. The following table presents the ranges of significant, unobservable inputs used by the Company to determine the fair value of MSRs as of March 31, 2016.
Significant Unobservable Inputs Used in the Valuation of MSRs
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
Prepayment speed
 
10.9
%
 -
23.0%
 
10.1
%
 -
20.9%
Maturity (months)
 
4

 -
79
 
6

 -
86
Discount rate
 
9.5
%
 -
13.0%
 
9.5
%
 -
13.0%
The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for MSRs. Significant increases in expected prepayment speeds and discount rates have negative impacts on the valuation. Higher maturity assumptions have a favorable effect on the estimated fair value.
A rollforward of the carrying value of MSRs for the quarters ended March 31, 2016 and 2015 is presented in the following table.
Carrying Value of MSRs
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Beginning balance
 
$
1,853

 
$
1,728

Additions from acquisition
 
3,092

 

New MSRs
 
185

 
145

Total losses included in earnings (1):
 
 
 
 
Changes in valuation inputs and assumptions
 
(40
)
 
(51
)
Other changes in fair value (2)
 
(68
)
 
(49
)
Ending balance
 
$
5,022

 
$
1,773

Contractual servicing fees earned (1)
 
$
183

 
$
133

(1) 
Included in mortgage banking income in the Condensed Consolidated Statements of Income and related to assets held as of March 31, 2016 and 2015.
(2) 
Primarily represents changes in expected future cash flows due to payoffs and paydowns.
Derivative Assets and Derivative Liabilities
The Company enters into interest rate swaps and derivative transactions with commercial customers. These derivative transactions are executed in the dealer market, and pricing is based on market quotes obtained from the counterparties. The market quotes were developed using market observable inputs, which primarily include LIBOR. Therefore, derivatives are classified in level 2 of the fair value hierarchy. For its derivative assets and liabilities, the Company also considers non-performance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparty are representative of an exit price.

37




Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis
The following table provides the fair value for each class of assets and liabilities required to be measured at fair value on a non-recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.
Non-Recurring Fair Value Measurements
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Collateral-dependent impaired loans (1)
 
$

 
$

 
$
8,716

 
$

 
$

 
$
10,519

OREO (2)
 

 

 
1,877

 

 

 
8,581

Loans held-for-sale (3)
 

 

 
8,592

 

 

 
14,444

Assets held-for-sale (4)
 

 

 
6,786

 

 

 
7,428


(1) 
Includes impaired loans with charge-offs and impaired loans with a specific reserve during the periods presented.
(2) 
Includes OREO with fair value adjustments subsequent to initial transfer that occurred during the periods presented.
(3) 
Included in other assets in the Consolidated Statements of Financial Condition.
(4) 
Included in premises, furniture, and equipment in the Consolidated Statements of Financial Condition.
Collateral-Dependent Impaired Loans
Certain collateral-dependent impaired loans are subject to fair value adjustments to reflect the difference between the carrying value of the loan and the value of the underlying collateral. The fair values of collateral-dependent impaired loans are primarily determined by current appraised values of the underlying collateral. Based on the age and/or type, appraisals may be adjusted in the range of 0% to 15%. In certain cases, an internal valuation may be used when the underlying collateral is located in areas where comparable sales data is limited or unavailable. Accordingly, collateral-dependent impaired loans are classified in level 3 of the fair value hierarchy.
Collateral-dependent impaired loans for which the fair value is greater than the recorded investment are not measured at fair value in the Consolidated Statements of Financial Condition and are not included in this disclosure.
OREO
The fair value of OREO is measured using the current appraised value of the properties. In certain circumstances, a current appraisal may not be available or may not represent an accurate measurement of the property's fair value due to outdated market information or other factors. In these cases, the fair value is determined based on the lower of the (i) most recent appraised value, (ii) broker price opinion, (iii) current listing price, or (iv) signed sales contract. Given these valuation methods, OREO is classified in level 3 of the fair value hierarchy.
Loans Held-for-Sale
As of March 31, 2016, loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell. These loans were recorded in the held-for-sale category at the contract price and, accordingly, are classified in level 3 of the fair value hierarchy. As of December 31, 2015, loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell, and a commercial real estate loan.
Assets Held-for-Sale
Assets held-for-sale as of March 31, 2016 and December 31, 2015 consists of twelve former branches that are no longer in operation and seven parcels of land previously purchased for expansion. These properties are being actively marketed and were transferred into the held-for-sale category at the lower of their fair value, as determined by a current appraisal. Based on these valuation methods, they are classified in level 3 of the fair value hierarchy.

38




Financial Instruments Not Required to be Measured at Fair Value
For certain financial instruments that are not required to be measured at fair value in the Consolidated Statements of Financial Condition, the Company must disclose the estimated fair values and the level within the fair value hierarchy as shown in the following table.
Fair Value Measurements of Other Financial Instruments
(Dollar amounts in thousands)
 
 
 
 
As of
 
 
 
 
March 31, 2016
 
December 31, 2015
 
 
Fair Value Hierarchy
Level
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Assets:
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
1
 
$
135,049

 
$
135,049

 
$
114,587

 
$
114,587

Interest-bearing deposits in other banks
 
2
 
171,312

 
171,312

 
266,615

 
266,615

Securities held-to-maturity
 
2
 
21,051

 
17,503

 
23,152

 
20,054

FHLB and FRB stock
 
2
 
40,916

 
40,916

 
39,306

 
39,306

Loans
 
3
 
7,751,085

 
7,681,946

 
7,091,988

 
6,959,024

Investment in BOLI
 
3
 
218,873

 
218,873

 
209,601

 
209,601

Accrued interest receivable
 
3
 
31,187

 
31,187

 
27,847

 
27,847

Other interest-earning assets
 
3
 
1,621

 
1,621

 
1,982

 
1,982

Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
2
 
$
8,780,818

 
$
8,781,486

 
$
8,097,738

 
$
8,093,640

Borrowed funds
 
2
 
387,411

 
387,411

 
165,096

 
165,096

Senior and subordinated debt
 
1
 
201,293

 
207,239

 
201,208

 
205,726

Accrued interest payable
 
2
 
5,446

 
5,446

 
2,175

 
2,175

Management uses various methodologies and assumptions to determine the estimated fair values of the financial instruments in the table above. The fair value estimates are made at a discrete point in time based on relevant market information and consider management's judgments regarding future expected economic conditions, loss experience, and specific risk characteristics of the financial instruments.
Short-Term Financial Assets and Liabilities - For financial instruments with a shorter-term or with no stated maturity, prevailing market rates, and limited credit risk, the carrying amounts approximate fair value. Those financial instruments include cash and due from banks, interest-bearing deposits in other banks, accrued interest receivable, and accrued interest payable.
Securities Held-to-Maturity - The fair value of securities held-to-maturity is estimated using the present value of expected future cash flows of the remaining maturities of the securities.
FHLB and FRB Stock - The carrying amounts approximate fair value as the stock is non-marketable.
Loans - Loans includes the FDIC indemnification asset and net loans, which consists of loans held-for-investment, acquired loans, covered loans, and the allowance for loan losses. The fair value of loans is estimated using the present value of the expected future cash flows of the remaining maturities of the loans. Prepayment assumptions that consider the Company's historical experience and current economic and lending conditions were included. The discount rate was based on the LIBOR yield curve with adjustments for liquidity and credit risk inherent in the loans.
The fair value of the covered loan portfolio is determined by discounting the expected future cash flows at a market interest rate, which is derived from LIBOR swap rates over the life of those loans. The expected future cash flows are derived from the contractual terms of the covered loans, net of any projected credit losses. For valuation purposes, these loans are placed into groups with similar characteristics and risk factors, where appropriate. The timing and amount of credit losses for each group are estimated using historical default and loss experience, current collateral valuations, borrower credit scores, and internal risk ratings. For individually significant loans or credit relationships, the estimated fair value is determined by a specific loan level review utilizing appraised values for collateral and projections of the timing and amount of expected future cash flows.


39




Investment in BOLI - The fair value of BOLI approximates the carrying amount as both are based on each policy's respective cash surrender value ("CSV"), which is the amount the Company would receive from liquidation of these investments. The CSV is derived from monthly reports provided by the managing brokers and is determined using the Company's initial insurance premium and earnings of the underlying assets, offset by management fees.
Other Interest-Earning Assets - The fair value of other interest-earning assets is estimated using the present value of the expected future cash flows of the remaining maturities of the assets.
Deposits - The fair values disclosed for demand deposits, savings deposits, NOW accounts, and money market deposits are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair value for fixed-rate time deposits was estimated using the expected future cash flows discounted based on the LIBOR yield curve, plus or minus the spread associated with current pricing.
Borrowed Funds - The fair value of FHLB advances is estimated by discounting the agreements based on maturities using the rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date. The carrying amounts of securities sold under agreements to repurchase approximate their fair value due to their short-term nature.
Senior and Subordinated Debt - The fair value of senior and subordinated debt is determined using quoted market prices.
Commitments to Extend Credit and Letters of Credit - The Company estimated the fair value of lending commitments outstanding to be immaterial based on (i) the limited interest rate exposure of the commitments outstanding due to their variable nature, (ii) the short-term nature of the commitment periods, (iii) termination clauses provided in the agreements, and (iv) the market rate of fees charged.

40




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois with operations throughout the Chicago metropolitan area as well as northwest Indiana, central and western Illinois, and eastern Iowa through over 110 banking locations. Our principal subsidiary is First Midwest Bank (the "Bank"), which provides a broad range of banking, treasury, and wealth management products and services to commercial and industrial, commercial real estate, municipal, and consumer customers. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that fulfill those financial needs.
The following discussion and analysis is intended to address the significant factors affecting our Condensed Consolidated Statements of Income for the quarters ended March 31, 2016 and 2015 and Consolidated Statements of Financial Condition as of March 31, 2016 and December 31, 2015. When we use the terms "First Midwest," the "Company," "we," "us," and "our," we mean First Midwest Bancorp, Inc. and its consolidated subsidiaries. When we use the term "Bank," we are referring to our wholly owned banking subsidiary, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements, accompanying notes thereto, and other information presented in Item 1 of this Form 10-Q, as well as in our 2015 Annual Report on Form 10-K ("2015 10-K"). The results of operations for the quarter ended March 31, 2016 are not necessarily indicative of future results.
Our results of operations are affected by various factors, many of which are beyond our control, including interest rates, local and national economic conditions, business spending, consumer confidence, legislative and regulatory changes, certain seasonal factors, and changes in real estate and securities markets. Our management evaluates performance using a variety of qualitative and quantitative metrics. The primary quantitative metrics used by management include:
Net Interest Income - Net interest income, our primary source of revenue, equals the difference between interest income and fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities.
Net Interest Margin - Net interest margin equals tax-equivalent net interest income divided by total average interest-earning assets.
Noninterest Income - Noninterest income is the income we earn from fee-based revenues, investment in bank-owned life insurance ("BOLI"), other income, and non-operating revenues.
Noninterest Expense - Noninterest expense is the expense we incur to operate the Company, which includes salaries and employee benefits, net occupancy and equipment, professional services, and other costs.
Asset Quality - Asset quality represents an estimation of the quality of our loan portfolio, including an assessment of the credit risk related to existing and potential loss exposure, and can be evaluated using a number of quantitative measures, such as non-performing loans to total loans.
Regulatory Capital - Our regulatory capital is classified in one of the following tiers: (i) Common Equity Tier 1 capital ("CET1"), which consists of common equity and retained earnings, less goodwill and other intangible assets and a portion of disallowed deferred tax assets, (ii) Tier 1 capital, which consists of CET1 and qualifying trust-preferred securities and the remaining portion of disallowed deferred tax assets, and (iii) Tier 2 capital, which includes qualifying subordinated debt and the allowance for credit losses, subject to limitations.
Unless otherwise stated, all earnings per common share data included in this section and throughout the remainder of this discussion are presented on a diluted basis.
As of March 31, 2016, the Company and the Bank each had total assets of approximately $10.7 billion. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and its implementing regulations impose various additional requirements on bank holding companies and banks with $10.0 billion or more in total consolidated assets. As a general matter, the Company and the Bank are not immediately subject to these additional requirements when they exceed $10 billion in assets; instead, the Company and the Bank will be subject to these various requirements over various dates. For a discussion of the impact that the Dodd-Frank Act and its implementing regulations will have on the Company and the Bank now that they have each exceeded $10.0 billion in total consolidated assets, see the "Supervision and Regulation" section in Item 1, "Business" and Item 1A, "Risk Factors" in the Company's 2015 10-K.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of words such as "may," "might," "will," "would," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "probable," "potential," "possible," "target," "continue," "look forward," "assume," and words of similar import. Forward-looking statements

41




are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements are not guarantees of future performance, and we caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this report, and we undertake no obligation to update any forward-looking statements contained in this report to reflect new information or events or conditions after the date hereof.
Forward-looking statements may be deemed to include, among other things, statements relating to our future financial performance, the performance of our loan or securities portfolio, the expected amount of future credit reserves or charge-offs, corporate strategies or objectives, anticipated trends in our business, regulatory developments, acquisition transactions, including estimated synergies, cost savings and financial benefits of pending or consummated transactions, and growth strategies, including possible future acquisitions. These statements are subject to certain risks, uncertainties and assumptions. For a discussion of these risks, uncertainties, and assumptions, you should refer to the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and in our 2015 10-K, as well as our subsequent filings made with the Securities and Exchange Commission ("SEC"). However, these risks and uncertainties are not exhaustive. Other sections of this report describe additional factors that could adversely impact our business and financial performance.
NON-GAAP FINANCIAL INFORMATION
The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practice within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company's operating performance. These include, but are not limited to, earnings per share, excluding acquisition and integration related expenses, total non-interest expense, excluding acquisition and integration related expenses, tax-equivalent net interest income (including its individual components), tax-equivalent net interest margin, the efficiency ratio, tangible common equity to tangible assets, tangible common equity, excluding accumulated other comprehensive loss, to tangible assets, tangible common equity to risk-weighted assets, and return on average tangible common equity. Although intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.
CRITICAL ACCOUNTING ESTIMATES
Our accounting and reporting policies conform to GAAP and general practices within the banking industry. Application of GAAP requires management to make estimates, assumptions, and judgments based on information available as of the date of the financial statements that affect the amounts reported in the financial statements and accompanying notes. Critical accounting estimates are those estimates that management believes are the most important to our financial position and results of operations. Future changes in information may impact these estimates, assumptions, and judgments, which may have a material effect on the amounts reported in the financial statements.
For additional information regarding critical accounting estimates, see the "Summary of Significant Accounting Policies," presented in Note 1 to the Consolidated Financial Statements and the section titled "Critical Accounting Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2015 10-K. There have been no significant changes in the Company's application of critical accounting estimates related to the allowance for credit losses, valuation of securities, income taxes, and goodwill and other intangible assets since December 31, 2015.

42




PERFORMANCE OVERVIEW
Acquisitions
On March 8, 2016, the Company completed the acquisition of NI Bancshares Corporation ("NI Bancshares"), the holding company for The National Bank & Trust Company of Sycamore. With the acquisition, the Company obtained ten banking offices in northern Illinois and added approximately $400 million in loans and $600 million in deposits. In addition, the Company acquired over $700 million in trust assets under management, which increased the Company's trust assets under management by approximately 10%. The merger consideration totaled $70.1 million and consisted of $54.9 million in Company common stock and $15.2 million in cash. The conversion of operating systems is substantially complete.

Table 1
Selected Financial Data
(Dollar and share amounts in thousands, except per share data)
 
Quarters Ended 
 March 31,
 
2016
 
2015
Operating Results
 
 
 
Interest income
$
87,548

 
$
82,469

Interest expense
6,834

 
5,687

Net interest income
80,714

 
76,782

Provision for loan losses
7,593

 
6,552

Noninterest income
35,926

 
31,101

Noninterest expense
82,589

 
72,657

Income before income tax expense
26,458

 
28,674

Income tax expense
8,496

 
8,792

Net income
$
17,962

 
$
19,882

Weighted-average diluted common shares outstanding
77,992

 
76,930

Diluted earnings per common share
$
0.23

 
$
0.26

Performance Ratios (1)
 
 
 
Return on average common equity
6.06
%
 
7.15
%
Return on average tangible common equity (2)
8.87
%
 
10.52
%
Return on average assets
0.72
%
 
0.85
%
Tax-equivalent net interest margin (3)
3.66
%
 
3.79
%
Efficiency ratio (4)
64.82
%
 
64.46
%
(1) 
All ratios are presented on an annualized basis.
(2) 
Return on average tangible common equity expresses net income available to common stockholders excluding intangibles amortization expense, net of tax, as a percentage of tangible common equity ("TCE"). Intangibles amortization expense, net of tax, totaled $591,000 for the quarter ended March 31, 2016, and $599,000 for the same period in 2015. TCE represents average stockholders' equity less average goodwill and other intangible assets.
(3) 
See the section of this Item 2 titled "Earnings Performance" below for the calculation of this metric.
(4) 
The efficiency ratio expresses noninterest expense, excluding other real estate owned ("OREO") expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2015, respectively. In addition, acquisition and integration related expenses of $5.0 million are excluded from the efficiency ratio for the first quarter of 2016.

43




 
As of
 
March 31, 2016 
 Change from
March 31,
2016
 
December 31,
2015
 
March 31,
2015
 
December 31,
2015
 
March 31,
2015
Balance Sheet Highlights
 
 
 
 
 
 
 
 
 
Total assets
$
10,728,922

 
$
9,732,676

 
$
9,498,596

 
$
996,246

 
$
1,230,326

Total loans
7,822,555

 
7,161,715

 
6,804,351

 
660,840

 
1,018,204

Total deposits
8,780,818

 
8,097,738

 
7,914,679

 
683,080

 
866,139

Core deposits
7,493,696

 
6,944,272

 
6,673,534

 
549,424

 
820,162

Loans to deposits
89.1
%
 
88.4
%
 
86.0
%
 
 
 
 
Core deposits to total deposits
85.3
%
 
85.8
%
 
84.3
%
 
 
 
 

 
As of
 
March 31, 2016 
 Change from
March 31,
2016
 
December 31,
2015
 
March 31,
2015
December 31,
2015
 
March 31,
2015
Asset Quality Highlights (1)
 
 
 
 
 
 
 
 
 
Non-accrual loans
$
31,383

 
$
28,875

 
$
48,077

 
$
2,508

 
$
(16,694
)
90 days or more past due loans
  (still accruing interest)
5,483

 
2,883

 
3,564

 
2,600

 
1,919

Total non-performing loans
36,866

 
31,758

 
51,641

 
5,108

 
(14,775
)
Accruing troubled debt
  restructurings ("TDRs")
2,702

 
2,743

 
3,581

 
(41
)
 
(879
)
OREO
29,238

 
27,349

 
26,042

 
1,889

 
3,196

Total non-performing assets
$
68,806

 
$
61,850

 
$
81,264

 
$
6,956

 
$
(12,458
)
30-89 days past due loans
  (still accruing interest)
$
29,826

 
$
16,329

 
$
18,631

 
$
13,497

 
$
11,195

Non-performing assets to loans plus
  OREO
0.88
%
 
0.86
%
 
1.20
%
 

 

Allowance for Credit Losses
 
 
 
 
 
 
 
 
 
Allowance for credit losses
$
78,375

 
$
74,855

 
$
72,806

 
$
3,520

 
$
5,569

Allowance for credit losses to
  total loans (2)
1.00
%
 
1.05
%
 
1.07
%
 
 
 
 
Allowance for credit losses to
  non-accrual loans (1)
244.74
%
 
253.57
%
 
139.62
%
 
 
 
 
(1) 
These amounts and ratios exclude loans and OREO acquired through the Company's Federal Deposit Insurance Corporation ("FDIC")-assisted transactions subject to loss sharing agreements ("covered loans" and "covered OREO"). For a discussion of covered loans, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. Asset quality, including covered loans and covered OREO, is included in the section of this Item 2 titled "Loan Portfolio and Credit Quality."
(2) 
This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. A discussion of the allowance for acquired loan losses and the related acquisition adjustment is presented in the section titled "Loan Portfolio and Credit Quality."
Net income for the first quarter of 2016 was $18.0 million, or $0.23 per share, compared to $19.9 million, or $0.26 per share, for the first quarter of 2015. Performance for the first quarter of 2016 was impacted by acquisition and integration related pre-tax expenses of $5.0 million. Excluding these expenses, net income for the first quarter of 2016 was $21.0 million, or $0.27 per share compared to $0.26 per share for the first quarter of 2015. The increase in net income and earnings per share reflects the benefit of acquisitions completed in the fourth quarter of 2015 and first quarter of 2016, loan growth, and growth in fee-based revenues. A discussion of net interest income, noninterest income, and noninterest expense is presented in the following section titled "Earnings Performance."
Total loans of $7.8 billion grew $660.8 million, or 9.2%, from December 31, 2015. This growth was driven by the acquisition of NI Bancshares, which represents $395.8 million of loans at March 31, 2016, and strong sales production from the corporate and consumer lending teams.

44




Total non-performing assets, excluding covered loans and covered OREO, increased by $7.0 million, or 11.2%, from December 31, 2015, and decreased by $12.5 million, or 15.3%, from March 31, 2015. See the "Loan Portfolio and Credit Quality" section below for further discussion of our loan portfolio, non-accrual loans, 90 days or more past due loans, TDRs, and OREO.
EARNINGS PERFORMANCE
Net Interest Income
Net interest income is our primary source of revenue and is impacted by interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities. The accounting policies for the recognition of interest income on loans, securities, and other interest-earning assets are presented in Note 1 to the Consolidated Financial Statements of our 2015 10-K.
Our accounting and reporting policies conform to GAAP and general practices within the banking industry. For purposes of this discussion, both net interest income and net interest margin have been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on certain tax-exempt loans and securities to those on taxable interest-earning assets. Although we believe that these non-GAAP financial measures enhance investors' understanding of our business and performance, they should not be considered an alternative to GAAP. The effect of this adjustment is at the bottom of Table 2.
Table 2 summarizes our average interest-earning assets and interest-bearing liabilities for the quarters ended March 31, 2016 and 2015, the related interest income and interest expense for each earning asset category and funding source, and the average interest rates earned and paid. Table 2 also details differences in interest income and expense from the prior quarter and the extent to which any changes are attributable to volume and rate fluctuations.

45




Table 2
Net Interest Income and Margin Analysis
(Dollar amounts in thousands)
 
Quarters Ended March 31,
 
 
Attribution of Change
in Net Interest Income
 
2016
 
 
2015
 
 
 
Average
Balance
 
Interest
 
Yield/
Rate (%)
 
 
Average
Balance
 
Interest
 
Yield/
Rate (%)
 
 
Volume
 
Yield/
Rate
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest-earning assets
$
241,645

 
$
342

 
0.57
 
 
$
522,232

 
$
398

 
0.31
 
 
$
(398
)
 
$
342

 
$
(56
)
Securities (1)
1,495,462

 
9,998

 
2.67
 
 
1,218,117

 
10,411

 
3.42
 
 
2,404

 
(2,817
)
 
(413
)
Federal Home Loan Bank
  ("FHLB") and Federal Reserve
  Bank stock
39,773

 
159

 
1.60
 
 
37,822

 
357

 
3.78
 
 
19

 
(217
)
 
(198
)
Loans (1)(2)(3)
7,346,035

 
79,356

 
4.34
 
 
6,740,399

 
74,186

 
4.46
 
 
6,506

 
(1,336
)
 
5,170

Total interest-earning assets (1)(2)
9,122,915

 
89,855

 
3.96
 
 
8,518,570

 
85,352

 
4.06
 
 
8,531

 
(4,028
)
 
4,503

Cash and due from banks
133,268

 
 
 
 
 
 
124,730

 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
(75,654
)
 
 
 
 
 
 
(73,484
)
 
 
 
 
 
 
 
 
 
 
 
Other assets
876,316

 
 
 
 
 
 
891,925

 
 
 
 
 
 
 
 
 
 
 
Total assets
$
10,056,845

 
 
 
 
 
 
$
9,461,741

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
1,575,174

 
283

 
0.07
 
 
$
1,426,546

 
268

 
0.08
 
 
26

 
(11
)
 
15

NOW accounts
1,448,666

 
200

 
0.06
 
 
1,365,494

 
170

 
0.05
 
 
10

 
20

 
30

Money market deposits
1,583,898

 
465

 
0.12
 
 
1,521,762

 
489

 
0.13
 
 
22

 
(46
)
 
(24
)
Time deposits
1,183,463

 
1,437

 
0.49
 
 
1,266,562

 
1,598

 
0.51
 
 
(161
)
 

 
(161
)
Borrowed funds
303,232

 
1,316

 
1.75
 
 
127,571

 
18

 
0.06
 
 
1,268

 
30

 
1,298

Senior and subordinated debt
201,253

 
3,133

 
6.26
 
 
200,910

 
3,144

 
6.35
 
 
5

 
(16
)
 
(11
)
Total interest-bearing
  liabilities
6,295,686

 
6,834

 
0.44
 
 
5,908,845

 
5,687

 
0.39
 
 
1,170

 
(23
)
 
1,147

Demand deposits
2,463,017

 
 
 
 
 
 
2,312,431

 
 
 
 
 
 
 
 
 
 
 
Total funding sources
8,758,703

 
 
 
 
 
 
8,221,276

 
 
 
 
 
 
 
 
 
 
 
Other liabilities
119,554

 
 
 
 
 
 
125,703

 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity - common
1,178,588

 
 
 
 
 
 
1,114,762

 
 
 
 
 
 
 
 
 
 
 
Total liabilities and
  stockholders' equity
$
10,056,845

 
 
 
 
 
 
$
9,461,741

 
 
 
 
 
 
 
 
 
 
 
Tax-equivalent net interest
  income/margin (1)
 
 
83,021

 
3.66
 
 
 
 
79,665

 
3.79
 
 
$
7,361

 
$
(4,005
)
 
$
3,356

Tax-equivalent adjustment
 
 
(2,307
)
 
 
 
 
 
 
(2,883
)
 
 
 
 
 
 
 
 
 
Net interest income (GAAP)
 
 
$
80,714

 
 
 
 
 
 
$
76,782

 
 
 
 
 
 
 
 
 

(1) 
Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%.
(2) 
Non-accrual loans, including covered loans, which totaled $31.9 million as of March 31, 2016 and $52.6 million as of March 31, 2015, are included in loans for purposes of this analysis. Additional detail regarding non-accrual loans is presented in the following section of this Item 2 titled "Non-performing Assets and Performing Potential Problem Loans."
(3) 
This item includes covered loans and the related FDIC indemnification asset. For additional discussion, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
For the first quarter of 2016, total average interest-earning assets rose by $604.3 million from the first quarter of 2015, driven by organic loan growth, purchased securities, and assets acquired in the NI Bancshares transaction during first quarter of 2016.
Total average funding sources increased by $537.4 million from the first quarter of 2015. The increase resulted primarily from deposits acquired from the NI Bancshares transaction late in the first quarter of 2016 and the Peoples Bancorp, Inc. ("Peoples") transaction late in the fourth quarter of 2015, and the addition of $262.5 million of FHLB advances during the first quarter of 2016.

46




Tax-equivalent net interest margin for the current quarter was 3.66%, decreasing 13 basis points from the first quarter of 2015, due primarily to lower accretion on acquired loans, lower covered loan income, and the continued shift to floating rate loans, which more than offset the redeployment of other interest-earning assets into higher yielding loans and securities.
Net interest income increased by 5.1% from the first quarter of 2015, reflecting the increase in average loans of 9.0% from the same period.
Acquired loan accretion contributed $1.4 million and $2.3 million to net interest income for the first quarter of 2016 and the first quarter of 2015, respectively.
Noninterest Income
A summary of noninterest income for the quarters ended March 31, 2016 and 2015 are presented in the following table.
Table 3
Noninterest Income Analysis
(Dollar amounts in thousands)
 
Quarters Ended 
 March 31,
 
 
 
2016
 
2015
 
% Change
Service charges on deposit accounts
$
9,473

 
$
9,271

 
2.2

Wealth management fees
7,559

 
7,014

 
7.8

Card-based fees (1)
6,718

 
6,402

 
4.9

Merchant servicing fees (2)
3,028

 
2,665

 
13.6

Mortgage banking income
1,368

 
1,123

 
21.8

Other service charges, commissions, and fees
5,448

 
2,166

 
151.5

Total fee-based revenues
33,594

 
28,641

 
17.3

Other income (3)
1,445

 
1,948

 
(25.8
)
Net securities gains (4)
887

 
512

 
73.2

Total noninterest income
$
35,926

 
$
31,101

 
15.5

(1) 
Card-based fees consist of debit and credit card interchange fees for processing transactions as well as various fees on both customer and non-customer automated teller machine ("ATM") and point-of-sale transactions processed through the ATM and point-of-sale networks.
(2) 
Merchant servicing fees are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income. The related merchant card expense is included in noninterest expense for each period presented.
(3) 
Other income consists of various items, including BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.
(4) 
For a discussion of this item, see the section of this Item 2 titled "Investment Portfolio Management."
Total noninterest income of $35.9 million increased by 15.5% from the first quarter of 2015. Total fee-based revenues of $33.6 million grew 17.3% compared to the first quarter of 2015, reflecting growth across all categories.
Continued sales of fiduciary and investment advisory services to new and existing customers drove the rise in wealth management fees compared to the first quarter of 2015. In addition, the NI Bancshares transaction, which added over $700.0 million in trust assets under management, contributed approximately $260,000 to wealth management fees in the first quarter of 2016. As of March 31, 2016 trust assets under management totaled $8.1 billion.
Mortgage banking income resulted from sales of $38.7 million of 1-4 family mortgage loans in the secondary market during the first quarter of 2016 compared to $34.5 million in the first quarter of 2015.
The increase in other service charges, commissions, and fees compared to the first quarter of 2015 was due primarily to the sales of capital market products to commercial clients and gains realized on the sale of equipment financing contracts originated by First Midwest Equipment Finance.

47




Noninterest Expense
A summary of noninterest expense for the quarters ended March 31, 2016 and 2015 are presented in the following table.
Table 4
Noninterest Expense Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
 
 
2016
 
2015
 
% Change
Salaries and employee benefits:
 
 
 
 
 
 
Salaries and wages
 
$
36,296

 
$
32,794

 
10.7

Retirement and other employee benefits
 
8,298

 
7,922

 
4.7

Total salaries and employee benefits
 
44,594

 
40,716

 
9.5

Net occupancy and equipment expense
 
9,697

 
10,436

 
(7.1
)
Professional services
 
5,920

 
5,109

 
15.9

Technology and related costs
 
3,701

 
3,687

 
0.4

Merchant card expense (1)(2)
 
2,598

 
2,197

 
18.3

Advertising and promotions (1)
 
1,589

 
1,223

 
29.9

Net OREO expense
 
664

 
1,204

 
(44.9
)
Cardholder expenses (1)
 
1,359

 
1,268

 
7.2

Other expenses (1)
 
7,447

 
6,817

 
9.2

Acquisition and integration related expenses
 
5,020

 

 

Total noninterest expense
 
$
82,589

 
$
72,657

 
13.7

Efficiency ratio (3)
 
64.8
%
 
64.5
%
 
 
(1) 
These line items are included in other expense in the Condensed Consolidated Statements of Income.
(2) 
The related merchant servicing fees are included in noninterest income for each period presented.
(3) 
The efficiency ratio expresses noninterest expense, excluding OREO expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2016, respectively. In addition, acquisition and integration related expenses of $5.0 million are excluded from the efficiency ratio for the first quarter of 2016.
Total noninterest expense increased by 6.8% compared to the first quarter of 2015, excluding acquisition and integration related expenses. This increase was driven primarily by salaries and employee benefits and professional services costs associated with merit increases and organizational growth needs, as well as the acquisitions of Peoples and NI Bancshares.
Compared to the first quarter of 2015, total noninterest expense was impacted by operating costs of the 10 banking locations acquired in the NI Bancshares transaction late in the first quarter of 2016, and the impact of the 2 banking locations acquired in the Peoples transaction in the fourth quarter of 2015. These costs primarily occurred within salaries and employee benefits expense and other expenses.
Net occupancy and equipment expense decreased compared to the first quarter of 2015 due to lower weather-related expenses and maintenance costs.
The rise in advertising and promotions expense from the first quarter of 2015 reflects the timing of certain advertising costs.
Compared to the first quarter of 2015, net OREO expense decreased due to reduced valuation adjustments and lower operating expenses. These reductions were partially offset by net losses on sales of OREO properties realized during the first quarter of 2016, compared to net gains on sales of OREO properties realized during the first quarter of 2015.



48




Income Taxes
Our provision for income taxes includes both federal and state income tax expense. An analysis of the provision for income taxes is detailed in the following table.
Table 5
Income Tax Expense Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended 
 March 31,
 
 
2016
 
2015
Income before income tax expense
 
$
26,458

 
$
28,674

Income tax expense:
 
 
 
 
Federal income tax expense
 
$
7,101

 
$
7,076

State income tax expense
 
1,395

 
1,716

Total income tax expense
 
$
8,496

 
$
8,792

Effective income tax rate
 
32.1
%
 
30.7
%
Federal income tax expense and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income and state income taxes. State income tax expense and the related effective tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income and state tax rules related to consolidated/combined reporting and sourcing of income and expense.
The decrease in total income tax expense for the quarter ended March 31, 2016 compared to the same period in 2015 resulted primarily from lower levels of income subject to tax at statutory rates. The increase in effective tax rate was due primarily to lower levels of tax-exempt income.
Our accounting policies for the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are included in Notes 1 and 15 to the Consolidated Financial Statements of our 2015 10-K.
FINANCIAL CONDITION
Investment Portfolio Management
Securities that we have the intent and ability to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premiums and accretion of discounts. Trading securities are carried at fair value and consist of securities held in a grantor trust for our nonqualified deferred compensation plan and are not considered part of the traditional investment portfolio. All other securities are classified as securities available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive loss.
We manage our investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity to mitigate the impact of changes in interest rates on net interest income.

49




From time to time, we adjust the size and composition of our securities portfolio based on a number of factors, including expected loan growth, anticipated changes in collateralized public funds on account, the interest rate environment, and the related value of various segments of the securities markets. The following table provides a valuation summary of our investment portfolio.
Table 6
Investment Portfolio
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
As of December 31, 2015
 
 
Amortized
Cost
 
Net
Unrealized
Gains
(Losses)
 
Fair Value
 
% of Total
 
Amortized
Cost
 
Net
Unrealized
Gains
(Losses)
 
Fair Value
 
% of Total
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
32,548

 
$
224

 
$
32,772

 
2.0
 
$
17,000

 
$
(20
)
 
$
16,980

 
1.3
U.S. agency securities
 
178,745

 
1,810

 
180,555

 
11.1
 
86,461

 
182

 
86,643

 
6.6
Collateralized mortgage
  obligations ("CMOs")
 
805,533

 
6,139

 
811,672

 
49.9
 
695,198

 
(8,013
)
 
687,185

 
52.6
Other mortgage-backed
  securities ("MBSs")
 
235,287

 
3,352

 
238,639

 
14.7
 
152,481

 
1,049

 
153,530

 
11.8
Municipal securities
 
321,485

 
6,525

 
328,010

 
20.2
 
321,437

 
6,133

 
327,570

 
25.1
Trust-preferred
  collateralized debt
  obligations ("CDOs")
 
48,301

 
(17,544
)
 
30,757

 
1.9
 
48,287

 
(16,758
)
 
31,529

 
2.4
Equity securities
 
3,204

 
(30
)
 
3,174

 
0.2
 
3,282

 
(83
)
 
3,199

 
0.2
Total securities
  available-for-sale
 
$
1,625,103

 
$
476

 
$
1,625,579

 
100.0
 
$
1,324,146

 
$
(17,510
)
 
$
1,306,636

 
100.0
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
 
$
21,051

 
$
(3,548
)
 
$
17,503

 

 
$
23,152

 
$
(3,098
)
 
$
20,054

 
 
Portfolio Composition
As of March 31, 2016, our securities available-for-sale portfolio totaled $1.6 billion, rising $318.9 million, or 24.4%, from December 31, 2015. The increase from December 31, 2015 reflects securities purchases of $276.3 million, consisting primarily of CMOs and MBSs, and $125.8 million in securities acquired in the NI Bancshares transaction, which were partially offset by sales of $30.6 million and maturities, calls, and prepayments of $68.2 million. For additional detail regarding sales of securities see the "Securities Gains and Losses" section below.
Approximately 98% of our securities available-for-sale portfolio is comprised of U.S. treasury securities, U.S. agency securities, CMOs, MBSs, and municipal securities. The remainder consists of eleven CDOs with a fair value of $30.8 million and miscellaneous other securities with a fair value of $3.2 million.
Investments in municipal securities comprised $328.0 million, or 20.2%, of the total securities available-for-sale portfolio at March 31, 2016. The majority consists of general obligations of local municipalities in various states. Our municipal securities portfolio has historically experienced very low default rates and provides a predictable cash flow.

50




Table 7
Securities Effective Duration Analysis
 
As of March 31, 2016
 
As of December 31, 2015
 
Effective
 
Average
 
Yield to
 
Effective
 
Average
 
Yield to
 
Duration (1)
 
Life (2)
 
Maturity (3)
 
Duration (1)
 
Life (2)
 
Maturity (3)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
2.18
%
 
2.24

 
1.11
%
 
2.30
%
 
2.38

 
1.16
%
U.S. agency securities
2.50
%
 
3.23

 
1.56
%
 
2.78
%
 
3.79

 
1.78
%
CMOs
3.05
%
 
3.74

 
2.03
%
 
3.61
%
 
3.99

 
1.94
%
MBSs
2.98
%
 
4.21

 
2.41
%
 
3.48
%
 
4.42

 
2.60
%
Municipal securities
3.41
%
 
3.45

 
4.48
%
 
3.08
%
 
3.02

 
4.80
%
CDOs
N/M

 
N/M

 
N/M

 
N/M

 
N/M

 
N/M

Equity securities
N/M

 
N/M

 
N/M

 
 N/M

 
 N/M

 
N/M

Total securities available-for-sale
3.03
%
 
3.66

 
2.51
%
 
3.39
%
 
3.76

 
2.72
%
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
5.67
%
 
7.85

 
3.82
%
 
5.66
%
 
7.86

 
4.44
%
N/M - Not meaningful.
(1) 
The effective duration represents the estimated percentage change in the fair value of the securities portfolio given a 100 basis point increase or decrease in interest rates. This measure is used to evaluate the portfolio's price volatility at a single point in time and is not intended to be a precise predictor of future fair values since those values will be influenced by a number of factors.
(2) 
Average life is presented in years and represents the weighted-average time to receive half of all future cash flows using the dollar amount of principal paydowns, including estimated principal prepayments, as the weighting factor.
(3) 
Yields on municipal securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%.
Effective Duration
The average life and effective duration of our securities available-for-sale portfolio of 3.66 years and 3.03%, respectively, as of March 31, 2016 were both lower than December 31, 2015. These decreases were due to the addition of shorter-duration CMOs and MBSs, which was partially offset by the replacement of matured municipal securities with longer-duration municipal securities.
Realized Gains and Losses
Net securities gains for the first quarter 2016 and 2015 were $887,000 and $512,000, respectively, on securities with carrying values of $30.6 million and $35.7 million for the same periods. No impairment charges were recognized during the first quarter of 2016 or 2015.
Unrealized Gains and Losses
Unrealized gains and losses on securities available-for-sale represent the difference between the aggregate cost and fair value of the portfolio. These amounts are presented in the Consolidated Statements of Comprehensive Income and reported as a separate component of stockholders' equity in accumulated other comprehensive loss on an after-tax basis. This balance sheet component will fluctuate as current market interest rates and conditions change and affect the aggregate fair value of the portfolio. As of March 31, 2016, net unrealized gains totaled $476,000 compared to net unrealized losses of $17.5 million as of December 31, 2015.
Net unrealized gains in the CMO portfolio totaled $6.1 million at March 31, 2016 compared to net unrealized losses of $8.0 million as of December 31, 2015. Net unrealized gains on CMOs at March 31, 2016 included unrealized losses of $2.0 million. The MBS portfolio had net unrealized gains of $3.4 million as of March 31, 2016, compared to $1.0 million as of December 31, 2015, which included unrealized losses of $114,000 and $871,000 for the same periods, respectively. CMOs and MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. We do not believe any individual unrealized loss on these securities as of March 31, 2016 represents an other-than-temporary securities impairment ("OTTI") related to credit deterioration. In addition, we do not intend to sell the CMOs and MBSs with unrealized losses within a short period of time, and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

51




As of March 31, 2016, net unrealized gains in the municipal securities portfolio totaled $6.5 million compared to $6.1 million as of December 31, 2015. Net unrealized gains on municipal securities include unrealized losses of $159,000 and $310,000 as of March 31, 2016 and December 31, 2015, respectively. Substantially all of these securities carry investment grade ratings, with the majority supported by the general revenues of the issuing governmental entity, and are supported by third party bond insurance or other types of credit enhancement. We do not believe the unrealized loss on any of these securities represents OTTI.
Our investments in CDOs are supported by the credit of the underlying banks and insurance companies. The net unrealized losses on these securities were $17.5 million as of March 31, 2016 and $16.8 million as of December 31, 2015. We do not believe the unrealized losses on the CDOs as of March 31, 2016 represent OTTI related to credit deterioration. In addition, we do not intend to sell the CDOs with unrealized losses within a short period of time, and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Our estimation of fair values for the CDOs is described in Note 14 of "Notes to the Condensed Consolidated Financial Statements," in Part I, Item 1 of this Form 10-Q.
LOAN PORTFOLIO AND CREDIT QUALITY
Portfolio Composition
Our loan portfolio is comprised of both corporate and consumer loans with corporate loans representing 83.2% of total loans at March 31, 2016. Consistent with our emphasis on relationship banking, the majority of our corporate loans are made to our core, multi-relationship customers. The customers usually maintain deposit relationships and utilize our other banking services, such as treasury or wealth management services.
To maximize loan income within an acceptable level of risk, we have certain lending policies and procedures that management reviews on a regular basis. In addition, management receives periodic reporting related to loan production, loan quality, credit concentrations, loan delinquencies, and non-performing and performing potential problem loans to monitor and mitigate potential and current risks in the portfolio.
Table 8
Loan Portfolio
(Dollar amounts in thousands)
 
 
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
Legacy
 
Acquired (1)
 
Total
 
% of
Total Loans
 
As of  
 December 31, 2015
 
% of
Total Loans
 
% Change
Commercial and industrial
 
$
2,584,800

 
$
49,591

 
$
2,634,391

 
33.7
 
$
2,524,726

 
35.3
 
4.3

Agricultural
 
393,131

 
29,100

 
422,231

 
5.4
 
387,440

 
5.4
 
9.0

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
 
1,457,692

 
108,703

 
1,566,395

 
20.0
 
1,395,454

 
19.5
 
12.2

Multi-family
 
520,277

 
41,788

 
562,065

 
7.2
 
528,324

 
7.4
 
6.4

Construction
 
258,546

 
2,197

 
260,743

 
3.3
 
216,882

 
3.0
 
20.2

Other commercial real estate
 
977,335

 
82,967

 
1,060,302

 
13.6
 
931,190

 
13.0
 
13.9

Total commercial real estate
 
3,213,850

 
235,655

 
3,449,505

 
44.1
 
3,071,850

 
42.9
 
12.3

Total corporate loans
 
6,191,781

 
314,346

 
6,506,127

 
83.2
 
5,984,016

 
83.6
 
8.7

Home equity
 
668,527

 
14,644

 
683,171

 
8.7
 
653,468

 
9.1
 
4.5

1-4 family mortgages
 
370,457

 
20,430

 
390,887

 
5.0
 
355,854

 
5.0
 
9.8

Installment
 
167,578

 
46,401

 
213,979

 
2.7
 
137,602

 
1.9
 
55.5

Total consumer loans
 
1,206,562

 
81,475

 
1,288,037

 
16.4
 
1,146,924

 
16.0
 
12.3

Covered loans
 
28,391

 

 
28,391

 
0.4
 
30,775

 
0.4
 
(7.7
)
Total loans
 
$
7,426,734

 
$
395,821

 
$
7,822,555

 
100.0
 
$
7,161,715

 
100.0
 
9.2


(1) 
Amounts represent loans acquired in the NI Bancshares transaction, which was completed late in the first quarter of 2016.
Total loans increased by 9.2% from December 31, 2015. Excluding loans acquired in the NI Bancshares transaction of $395.8 million, total loans grew 3.7% from December 31, 2015, driven primarily by strong sales production of the corporate and consumer lending teams. Overall, the mix of loans remained consistent with the prior period.

52




Growth in corporate loans reflects the strong sales performance across diversified commercial real estate categories, as well as continued expansion into select sector-based lending areas such as healthcare, structured finance, and equipment financing. The rise in consumer loans reflects the continued expansion of online installment lending channels, as well as the addition of shorter-duration, floating rate home equity loans and 1-4 family mortgages.
Commercial, Industrial, and Agricultural Loans
Commercial, industrial, and agricultural loans represent 39.1% of total loans and totaled $3.1 billion at March 31, 2016, an increase of 5.0% from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed $78.7 million, or 2.7%. Our commercial and industrial loans are a diverse group of loans generally located in the Chicago metropolitan area with purposes that range from supporting seasonal working capital needs to term financing of equipment. Our commercial and industrial portfolio does not have significant direct exposure to the oil and gas industry. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory. The underlying collateral securing commercial and industrial loans may fluctuate in value due to the success of the business or economic conditions. For loans secured by accounts receivable, the availability of funds for repayment and economic conditions may impact the cash flow of the borrower. Accordingly, the underwriting for these loans is based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower and may incorporate a personal guarantee.
Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid through cash flows of the farming operation. Risks uniquely inherent in agricultural loans relate to weather conditions, agricultural product pricing, and loss of crops or livestock due to disease or other factors. Therefore, as part of the underwriting process, the Company examines projected future cash flows, financial statement stability, and the value of the underlying collateral.
Commercial Real Estate Loans
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans depends on the successful operation of the property securing the loan or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in the real estate market. In addition, many commercial real estate loans do not fully amortize over the term of the loan, but have balloon payments due at maturity. The borrower's ability to make a balloon payment may depend on the availability of long-term financing or their ability to complete a timely sale of the underlying property. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria. The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner-occupied and investor categories and are diverse in terms of type and geographic location, generally within the Company's markets.
Construction loans are generally based on estimates of costs and values associated with the completed projects and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Sources of repayment may be permanent financing from long-term lenders, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions.

53




The following table presents commercial real estate loan detail as of March 31, 2016 and December 31, 2015.
Table 9
Commercial Real Estate Loans
(Dollar amounts in thousands)
 
 
As of  
 March 31, 2016
 
% of
Total
 
As of  
 December 31, 2015
 
% of
Total
Office, retail, and industrial:
 
 
 
 
 
 
 
 
Office
 
$
542,668

 
15.7
 
$
479,374

 
15.6
Retail
 
486,701

 
14.1
 
434,241

 
14.1
Industrial
 
537,026

 
15.6
 
481,839

 
15.7
Total office, retail, and industrial
 
1,566,395

 
45.4
 
1,395,454

 
45.4
Multi-family
 
562,065

 
16.3
 
528,324

 
17.2
Construction
 
260,743

 
7.6
 
216,882

 
7.1
Other commercial real estate:
 
 
 
 
 
 
 
 
Multi-use properties
 
244,995

 
7.1
 
202,225

 
6.6
Rental properties
 
169,505

 
4.9
 
131,374

 
4.3
Warehouses and storage
 
144,221

 
4.2
 
137,223

 
4.5
Service stations and truck stops
 
75,422

 
2.2
 
78,459

 
2.6
Restaurants
 
70,673

 
2.0
 
78,017

 
2.5
Recreational
 
58,056

 
1.7
 
57,967

 
1.9
Automobile dealers
 
58,017

 
1.7
 
50,580

 
1.6
Hotels
 
44,680

 
1.3
 
46,889

 
1.5
Religious
 
38,805

 
1.1
 
38,307

 
1.2
Other
 
155,928

 
4.5
 
110,149

 
3.6
Total other commercial real estate
 
1,060,302

 
30.7
 
931,190

 
30.3
Total commercial real estate
 
$
3,449,505

 
100.0
 
$
3,071,850

 
100.0
Commercial real estate loans represent 44.1% of total loans and totaled $3.4 billion at March 31, 2016, increasing by $377.7 million, or 12.3%, from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed $235.7 million, or 7.7%. Owner-occupied commercial real estate loans represent approximately 40% of total commercial real estate loans, excluding multi-family and construction loans, at March 31, 2016 and December 31, 2015.
Consumer Loans
Consumer loans represent 16.4% of total loans, and totaled $1.3 billion at March 31, 2016, an increase of 12.3% from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed $81.5 million, or 7.1%. Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation ("FICO"), which employs a risk-based system to determine the probability a borrower may default. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. The home equity category consists mainly of revolving lines of credit secured by junior liens on owner-occupied real estate. Loan-to-value ratios on home equity loans and 1-4 family mortgages are based on the current appraised value of the collateral. Repayment for these loans is dependent on the borrower's continued financial stability, and is more likely to be impacted by adverse personal circumstances.

54




Non-performing Assets and Performing Potential Problem Loans
The following table presents our loan portfolio by performing and non-performing status. A discussion of our accounting policies for non-accrual loans, TDRs, and loans 90 days or more past due can be found in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part 1, Item 1 of this Form 10-Q.
Table 10
Loan Portfolio by Performing/Non-Performing Status
(Dollar amounts in thousands)
 
 
 
 
 
Accruing
 
 
 
 
 
Total
Loans
 
Current
 
30-89 Days
Past Due
 
90 Days
Past Due
 
TDRs
 
Non-accrual
As of March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
2,634,391

 
$
2,619,877

 
$
8,298

 
$
561

 
$
291

 
$
5,364

Agricultural
422,231

 
421,708

 
228

 

 

 
295

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
1,566,395

 
1,545,729

 
9,375

 
219

 
162

 
10,910

Multi-family
562,065

 
556,966

 
3,751

 
346

 
592

 
410

Construction
260,743

 
258,216

 
1,749

 

 

 
778

Other commercial real estate
1,060,302

 
1,049,524

 
1,507

 
3,382

 
334

 
5,555

Total commercial real estate
3,449,505

 
3,410,435

 
16,382

 
3,947

 
1,088

 
17,653

Total corporate loans
6,506,127

 
6,452,020

 
24,908

 
4,508

 
1,379

 
23,312

Home equity
683,171

 
675,988

 
1,808

 
261

 
479

 
4,635

1-4 family mortgages
390,887

 
384,520

 
1,815

 
272

 
844

 
3,436

Installment
213,979

 
212,242

 
1,295

 
442

 

 

Total consumer loans
1,288,037

 
1,272,750

 
4,918

 
975

 
1,323

 
8,071

Covered loans
28,391

 
27,216

 
316

 
352

 

 
507

Total loans
$
7,822,555

 
$
7,751,986

 
$
30,142

 
$
5,835

 
$
2,702

 
$
31,890

As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
2,524,726

 
$
2,513,648

 
$
4,340

 
$
857

 
$
294

 
$
5,587

Agricultural
387,440

 
387,085

 

 

 

 
355

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
1,395,634

 
1,385,764

 
2,647

 
4

 
164

 
6,875

Multi-family
528,324

 
525,841

 
541

 
548

 
598

 
796

Construction
216,882

 
215,977

 

 

 

 
905

Other commercial real estate
931,190

 
921,235

 
3,343

 
661

 
340

 
5,611

Total commercial real estate
3,071,850

 
3,048,817

 
6,531

 
1,213

 
1,102

 
14,187

Total corporate loans
5,984,016

 
5,949,550

 
10,871

 
2,070

 
1,396

 
20,129

Home equity
653,468

 
644,996

 
2,452

 
216

 
494

 
5,310

1-4 family mortgages
355,854

 
348,784

 
2,273

 
528

 
853

 
3,416

Installment
137,602

 
136,780

 
733

 
69

 

 
20

Total consumer loans
1,146,924

 
1,130,560

 
5,458

 
813

 
1,347

 
8,746

Covered loans
30,775

 
29,670

 
376

 
174

 

 
555

Total loans
$
7,161,715

 
$
7,109,780

 
$
16,705

 
$
3,057

 
$
2,743

 
$
29,430



55




The following table provides a comparison of our non-performing assets and past due loans to prior periods.
Table 11
Non-Performing Assets and Past Due Loans
(Dollar amounts in thousands)
 
As of
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Non-performing assets, excluding covered loans and covered OREO
Non-accrual loans
$
31,383

 
$
28,875

 
$
32,308

 
$
45,009

 
$
48,077

90 days or more past due loans
5,483

 
2,883

 
4,559

 
2,744

 
3,564

Total non-performing loans
36,866

 
31,758

 
36,867

 
47,753

 
51,641

Accruing TDRs
2,702

 
2,743

 
2,771

 
3,067

 
3,581

OREO
29,238

 
27,349

 
31,129

 
24,471

 
26,042

Total non-performing assets
$
68,806

 
$
61,850

 
$
70,767

 
$
75,291

 
$
81,264

30-89 days past due loans
$
29,826

 
$
16,329

 
$
28,629

 
$
28,625

 
$
18,631

Non-accrual loans to total loans
0.40
%
 
0.40
%
 
0.47
%
 
0.66
%
 
0.71
%
Non-performing loans to total loans
0.47
%
 
0.45
%
 
0.54
%
 
0.70
%
 
0.77
%
Non-performing assets to loans plus
  OREO
0.88
%
 
0.86
%
 
1.02
%
 
1.10
%
 
1.20
%
Non-performing covered loans and covered OREO (1)
Non-accrual loans
$
507

 
$
555

 
$
1,303

 
$
3,712

 
$
4,570

90 days or more past due loans
352

 
174

 
1,372

 
1,233

 
6,390

Total non-performing loans
859

 
729

 
2,675

 
4,945

 
10,960

OREO
411

 
433

 
906

 
3,759

 
7,309

Total non-performing assets
$
1,270

 
$
1,162

 
$
3,581

 
$
8,704

 
$
18,269

30-89 days past due loans
$
316

 
$
376

 
$
221

 
$
232

 
$
481

Total non-performing assets
Non-accrual loans
$
31,890

 
$
29,430

 
$
33,611

 
$
48,721

 
$
52,647

90 days or more past due loans
5,835

 
3,057

 
5,931

 
3,977

 
9,954

Total non-performing loans
37,725

 
32,487

 
39,542

 
52,698

 
62,601

Accruing TDRs
2,702

 
2,743

 
2,771

 
3,067

 
3,581

OREO
29,649

 
27,782

 
32,035

 
28,230

 
33,351

Total non-performing assets
$
70,076

 
$
63,012

 
$
74,348

 
$
83,995

 
$
99,533

30-89 days past due loans
$
30,142

 
$
16,705

 
$
28,850

 
$
28,857

 
$
19,112

Non-accrual loans to total loans
0.41
%
 
0.41
%
 
0.49
%
 
0.71
%
 
0.77
%
Non-performing loans to total loans
0.48
%
 
0.45
%
 
0.57
%
 
0.77
%
 
0.92
%
Non-performing assets to loans plus
  OREO
0.89
%
 
0.88
%
 
1.07
%
 
1.22
%
 
1.46
%
(1) 
Due to the impact of protection provided by the loss share agreements with the FDIC that substantially mitigate the risk of loss, covered loans and covered OREO are separated in this table. Past due covered loans in the table above are determined by borrower performance compared to contractual terms, but are considered accruing loans since they continue to perform in accordance with our expectations of cash flows. For a discussion of covered loans, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

Excluding covered loans and OREO, total non-performing assets represented 0.88% of total loans and OREO at March 31, 2016, consistent with 0.86% at December 31, 2015 and down from 1.20% at March 31, 2015.

Loans 30-89 days past due to total loans, excluding covered loans, was 0.38% at March 31, 2016 compared to 0.23% at December 31, 2015 and 0.28% at March 31, 2015, respectively. The increase in loans 30-89 days past due compared to the fourth quarter of 2015 was driven primarily by normal fluctuations and loans acquired in the NI Bancshares transaction that are currently in the process of renewal.

56




TDRs
Loan modifications may be performed at the request of an individual borrower and may include reductions in interest rates, changes in payments, and extensions of maturity dates. We occasionally restructure loans at other than market rates or terms to enable the borrower to work through financial difficulties for a period of time, and these restructures remain classified as TDRs for the remaining term of the loans.
Table 12
TDRs by Type
(Dollar amounts in thousands)
 
As of
 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
 
Number
of Loans
 
Amount
 
Number
of Loans
 
Amount
 
Number
of Loans
 
Amount
Commercial and industrial
5

 
$
1,309

 
5

 
$
1,344

 
6

 
$
1,429

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
1

 
162

 
1

 
164

 
2

 
571

Multi-family
3

 
774

 
3

 
784

 
5

 
1,111

Other commercial real estate
3

 
334

 
3

 
340

 
3

 
357

Total commercial real estate
7

 
1,270

 
7

 
1,288

 
10

 
2,039

Total corporate loans
12

 
2,579

 
12

 
2,632

 
16

 
3,468

Home equity
16

 
1,135

 
17

 
1,161

 
17

 
1,124

1-4 family mortgages
11

 
1,256

 
11

 
1,274

 
9

 
985

Total consumer loans
27

 
2,391

 
28

 
2,435

 
26

 
2,109

Total TDRs
39

 
$
4,970

 
40

 
$
5,067

 
42

 
$
5,577

Accruing TDRs
22

 
$
2,702

 
23

 
$
2,743

 
27

 
$
3,581

Non-accrual TDRs
17

 
2,268

 
17

 
2,324

 
15

 
1,996

Total TDRs
39

 
$
4,970

 
40


$
5,067

 
42

 
$
5,577

Year-to-date charge-offs on TDRs
 
 
$

 
 
 
$
2,687

 
 
 
$
2,590

Specific reserves related to TDRs
 
 
729

 
 
 
758

 
 
 
800

TDRs totaled $5.0 million at March 31, 2016, consistent with December 31, 2015. Accruing TDRs were $2.7 million at March 31, 2016 and December 31, 2015. TDRs are reported as non-accrual if they are not performing in accordance with their modified terms or they have not yet exhibited sufficient performance under their modified terms.

57




Performing Potential Problem Loans
Performing potential problem loans consist of special mention loans and substandard loans, excluding TDRs. These loans are performing in accordance with their contractual terms, but we have concerns about the ability of the borrower to continue to comply with loan terms due to the borrower's operating or financial difficulties.
Table 13
Performing Potential Problem Loans
(Dollar amounts in thousands)
 
As of March 31, 2016
 
As of December 31, 2015
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
Commercial and industrial
$
121,950

 
$
40,759

 
$
162,709

 
$
86,263

 
$
52,590

 
$
138,853

Agricultural
33,122

 
8,263

 
41,385

 

 
5,562

 
5,562

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Office, retail, and industrial
38,648

 
33,680

 
72,328

 
32,463

 
35,788

 
68,251

Multi-family
5,467

 
3,979

 
9,446

 
5,742

 
3,970

 
9,712

Construction
4,270

 
13,186

 
17,456

 
4,678

 
9,803

 
14,481

Other commercial real estate
15,794

 
15,404

 
31,198

 
13,179

 
13,654

 
26,833

Total commercial real estate
64,179

 
66,249

 
130,428

 
56,062

 
63,215

 
119,277

Total performing potential 
  problem loans
$
219,251

 
$
115,271

 
$
334,522

 
$
142,325

 
$
121,367

 
$
263,692

Performing potential problem loans to corporate loans
3.37
%
 
1.77
%
 
5.14
%
 
2.38
%
 
2.03
%
 
4.41
%
(1) 
Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.
(2) 
Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well-secured and collection of principal and interest is expected within a reasonable time.
(3) 
Total performing potential problem loans excludes accruing TDRs of $854,000 as of March 31, 2016 and $862,000 as of December 31, 2015.

Performing potential problem loans were 5.1% of corporate loans at March 31, 2016 compared to 4.4% at December 31, 2015. Compared to December 31, 2015, these levels reflect the reclassification of certain commercial and industrial and agricultural loans to special mention. The reclassification of these commercial and industrial loans resulted primarily from two highly leveraged companies that have exit strategies for which we anticipate no losses. Weakening grain commodity pricing drove the reclassification of certain agricultural loans for which management has specific monitoring plans.
OREO
OREO consists of properties acquired as the result of borrower defaults on loans. OREO was $29.6 million at March 31, 2016, increasing $1.9 million, or 6.7%, from December 31, 2015.
Table 14
OREO by Type
(Dollar amounts in thousands)
 
 
As of
 
 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
Single-family homes
 
$
3,597

 
$
3,965

 
$
3,430

Land parcels:
 
 
 
 
 
 
Raw land
 
1,689

 
1,464

 
6,044

Commercial lots
 
9,163

 
9,207

 
9,436

Single-family lots
 
1,289

 
1,719

 
1,350

Total land parcels
 
12,141

 
12,390

 
16,830

Multi-family units
 
116

 
426

 
998

Commercial properties
 
13,795

 
11,001

 
12,093

Total OREO
 
$
29,649

 
$
27,782

 
$
33,351


58




OREO Activity
A rollforward of OREO balances for the quarters ended March 31, 2016 and 2015 is presented in the following table.
Table 15
OREO Rollforward
(Dollar amounts in thousands)
 
 
Quarters Ended March 31,
 
 
2016
 
2015
Beginning balance
 
$
27,782

 
$
34,966

Transfers from loans
 
942

 
1,038

Acquisitions
 
2,863

 

Proceeds from sales
 
(1,640
)
 
(2,708
)
(Losses) Gains on sales of OREO
 
(161
)
 
793

OREO valuation adjustments
 
(137
)
 
(738
)
Ending balance
 
$
29,649

 
$
33,351

Allowance for Credit Losses
Methodology for the Allowance for Credit Losses
The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, and consideration of current economic trends.
Acquired loans are recorded at fair value, which incorporates credit risk, at the date of acquisition. No allowance for credit losses is recorded on the acquisition date. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. In addition, certain acquired loans that have renewed subsequent to their respective acquisition dates are no longer classified as acquired loans. Instead, they are included with our loan population that is allocated an allowance in accordance with our allowance for loan losses methodology.
While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk ratings by regulatory authorities. Management believes that the allowance for credit losses is an appropriate estimate of credit losses inherent in the loan portfolio as of March 31, 2016.
The accounting policy for the allowance for credit losses is discussed in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

59




An allowance for credit losses is established on loans originated by the Bank, acquired loans, and covered loans. Additional discussion regarding acquired and covered loans can be found in Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. The following table provides additional details related to acquired loans, the allowance for credit losses as related to acquired loans and the remaining acquisition adjustment associated with acquired loans as of March 31, 2016 and December 31, 2015.
Table 16
Allowance for Credit Losses and Acquisition Adjustment
(Dollar amounts in thousands)
 
 
Loans, Excluding Acquired Loans
 
Acquired Loans (1)
 
Total
Quarter ended March 31, 2016
 
 
 
 
 
 
Beginning balance
 
$
73,268

 
$
1,587

 
$
74,855

Net charge-offs
 
(4,019
)
 
(54
)
 
(4,073
)
Provision for loan losses
 
7,401

 
192

 
7,593

Ending balance
 
$
76,650

 
$
1,725

 
$
78,375

As of March 31, 2016
 
 
 
 
 
 
Total loans
 
$
6,916,219

 
$
906,336

 
$
7,822,555

Remaining acquisition adjustment (2)
 
N/A

 
31,581

 
31,581

Allowance for credit losses to total loans
 
1.11
%
 
0.19
%
 
1.00
%
Remaining acquisition adjustment to acquired loans
 
N/A

 
3.48
%
 
N/A

As of December 31, 2015
 
 
 
 
 
 
Total loans
 
$
6,619,539

 
$
542,176

 
$
7,161,715

Remaining acquisition adjustment (2)
 
N/A

 
17,676

 
17,676

Allowance for credit losses to total loans
 
1.11
%
 
0.29
%
 
1.05
%
Remaining acquisition adjustment to acquired loans
 
N/A

 
3.26
%
 
N/A

N/A - Not applicable.
(1) 
These amounts and ratios relate to the loans acquired in completed acquisitions.
(2) 
The remaining acquisition adjustment consists of $13.4 million and $18.2 million relating to purchased credit impaired ("PCI") and non-purchased credit impaired ("Non-PCI") loans, respectively, as of March 31, 2016, and $8.5 million and $9.2 million relating to PCI and Non-PCI loans, respectively, as of December 31, 2015.
Excluding acquired loans, the allowance for credit losses to total loans was 1.11% as of March 31, 2016. The acquisition adjustment increased by $13.9 million during the first quarter of 2016, driven primarily by the NI Bancshares transaction. This was partially offset by acquired loan accretion which is included in interest income, resulting in a remaining acquisition adjustment as a percent of acquired loans of 3.48%. Acquired loans that are renewed at market terms are no longer classified as acquired loans. These loans totaled $63.7 million as of March 31, 2016 and are included in loans, excluding acquired loans, in the table above and allocated an allowance in accordance with our allowance for loan losses methodology. In addition, there is an allowance for credit losses of $1.7 million on loans acquired.

60




Table 17
Allowance for Credit Losses
and Summary of Credit Loss Experience
(Dollar amounts in thousands)
 
Quarters Ended
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Change in allowance for credit losses
 
 
 
 
 
 
 
 
 
Beginning balance
$
74,855

 
$
73,725

 
$
73,279

 
$
72,806

 
$
74,510

Loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial, industrial, and agricultural
1,898

 
2,361

 
1,948

 
4,127

 
7,449

Office, retail, and industrial
524

 
274

 
563

 
1,894

 
156

Multi-family
204

 
(20
)
 
68

 
469

 
28

Construction
126

 
121

 

 
15

 

Other commercial real estate
1,445

 
201

 
598

 
527

 
1,317

Consumer
992

 
1,464

 
1,172

 
751

 
800

Covered

 

 
8

 
323

 
303

Total loan charge-offs
5,189

 
4,401

 
4,357

 
8,106

 
10,053

Recoveries of loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial, industrial, and agricultural
502

 
580

 
347

 
854

 
792

Office, retail, and industrial
103

 
7

 
106

 
32

 
322

Multi-family
25

 
7

 
1

 
3

 
4

Construction
15

 
16

 
114

 
203

 
17

Other commercial real estate
151

 
91

 
506

 
1,130

 
266

Consumer
320

 
330

 
213

 
319

 
321

Covered

 

 
7

 
38

 
75

Total recoveries of loan charge-offs
1,116

 
1,031

 
1,294

 
2,579

 
1,797

Net loan charge-offs
4,073

 
3,370

 
3,063

 
5,527

 
8,256

Provision for loan losses
7,593

 
4,500

 
4,100

 
6,000

 
6,552

Decrease in reserve for unfunded
  commitments (1)

 

 
(591
)
 

 

Total provision for loan losses and other
  expense
7,593

 
4,500

 
3,509

 
6,000

 
6,552

Ending balance
$
78,375

 
$
74,855

 
$
73,725

 
$
73,279

 
$
72,806


(1) 
Included in other noninterest income in the Condensed Consolidated Statements of Income.



61




 
Quarters Ended
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Allowance for credit losses
 
 
 
 
 
 
 
 
 
Allowance for loan losses
$
75,582

 
$
71,992

 
$
68,384

 
$
66,602

 
$
65,311

Allowance for covered loan losses
1,568

 
1,638

 
4,116

 
4,861

 
5,679

Total allowance for loan losses
77,150

 
73,630

 
72,500

 
71,463

 
70,990

Reserve for unfunded commitments
1,225

 
1,225

 
1,225

 
1,816

 
1,816

Total allowance for credit losses
$
78,375

 
$
74,855

 
$
73,725

 
$
73,279

 
$
72,806

 
Allowance for credit losses to loans (1)
1.00
%
 
1.05
%
 
1.06
%
 
1.07
%
 
1.07
%
Allowance for credit losses to
  non-accrual loans (2)
244.74
%
 
253.57
%
 
215.45
%
 
152.01
%
 
139.62
%
Allowance for credit losses to
  non-performing loans (2)
208.34
%
 
230.55
%
 
188.81
%
 
143.27
%
 
129.99
%
Average loans
$
7,341,331

 
$
7,008,197

 
$
6,881,128

 
$
6,808,219

 
$
6,731,939

Net loan charge-offs to average loans,
  annualized
0.22
%
 
0.19
%
 
0.18
%
 
0.33
%
 
0.50
%
(1) 
This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. See the Allowance for Credit Losses and Acquisition Adjustment table above for further discussion of the allowance for acquired loan losses and the related acquisition adjustment.
(2) 
These amounts and ratios exclude covered loans and covered OREO. For a discussion of covered loans, see Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
Activity in the Allowance for Credit Losses
The allowance for credit losses was $78.4 million as of March 31, 2016, an increase of $3.5 million from December 31, 2015, and represents 1.00% of total loans compared to 1.05% at December 31, 2015.
The provision for loan losses was $7.6 million for the quarter ended March 31, 2016, compared to $4.5 million and $6.6 million for the quarters ended December 31, 2015 and March 31, 2015, respectively. The increase compared to both prior periods resulted primarily from growth in the loan portfolio during the first quarter of 2016.
Total net loan charge-offs to average loans for the first quarter of 2016 was 22 basis points, or $4.1 million, consistent with 19 basis points for the fourth quarter of 2015 and decreasing from 50 basis points for the first quarter of 2015.

62




FUNDING AND LIQUIDITY MANAGEMENT
The following table provides a comparison of average funding sources. We believe that average balances, rather than period-end balances, are more meaningful in analyzing funding sources because of the normal fluctuations that may occur on a daily or monthly basis within funding categories.
Table 18
Funding Sources - Average Balances
(Dollar amounts in thousands)
 
Quarters Ended
 
 
March 31, 2016
% Change From
 
March 31,
2016
 
December 31,
2015
 
March 31,
2015
 
 
December 31,
2015
 
March 31,
2015
Demand deposits
$
2,463,017

 
$
2,560,604

 
$
2,312,431

 
 
(3.8
)%
 
6.5
 %
Savings deposits
1,575,174

 
1,483,962

 
1,426,546

 
 
6.1
 %
 
10.4
 %
NOW accounts
1,448,666

 
1,411,425

 
1,365,494

 
 
2.6
 %
 
6.1
 %
Money market accounts
1,583,898

 
1,576,258

 
1,521,762

 
 
0.5
 %
 
4.1
 %
Core deposits
7,070,755

 
7,032,249

 
6,626,233

 
 
0.5
 %
 
6.7
 %
Time deposits
1,165,434

 
1,136,766

 
1,250,456

 
 
2.5
 %
 
(6.8
)%
Brokered deposits
18,029

 
16,129

 
16,106

 
 
11.8
 %
 
11.9
 %
Total time deposits
1,183,463

 
1,152,895

 
1,266,562

 
 
2.7
 %
 
(6.6
)%
Total deposits
8,254,218

 
8,185,144

 
7,892,795

 
 
0.8
 %
 
4.6
 %
Securities sold under agreements to
  repurchase
142,939

 
122,273

 
127,571

 
 
16.9
 %
 
12.0
 %
Federal funds purchased

 
71

 

 
 
N/A

 
N/A

FHLB advances
159,687

 
44,776

 

 
 
256.6
 %
 
N/A

Other borrowings
606

 

 

 
 
N/A

 
N/A

Total borrowed funds
303,232

 
167,120

 
127,571

 
 
81.4
 %
 
137.7
 %
Senior and subordinated debt
201,253

 
201,168

 
200,910

 
 
 %
 
0.2
 %
Total funding sources
$
8,758,703

 
$
8,553,432

 
$
8,221,276

 
 
2.4
 %
 
6.5
 %
Average interest rate paid on
  borrowed funds
1.75
%
 
2.97
%
 
0.06
%
 
 
 
 
 
Weighted-average maturity of FHLB
  advances
1.3 months

 
2.0 months

 
N/A

 
 
 
 
 
Weighted-average interest rate of
  FHLB advances
0.50
%
 
0.40
%
 
N/A

 
 
 
 
 
N/A - Not applicable.
Total average funding sources for the first quarter of 2016 increased by 2.4% compared to the fourth quarter of 2015 and 6.5% compared to the first quarter of 2015. The addition of $262.5 million of FHLB advances during the first quarter of 2016 contributed to the increase in average borrowed funds compared to both prior periods presented. The rise in average core deposits compared to the fourth quarter of 2015 resulted primarily from $443.1 million in core deposits assumed in the NI Bancshares transaction, which contributed $110.0 million to average core deposits as the transaction was completed late in the first quarter of 2016. This increase more than offset the normal seasonal decline in commercial deposits. Compared to the first quarter of 2015, the rise in average core deposits was driven by growth, the NI Bancshares transaction, and the full quarter impact of deposits assumed in the December of 2015 Peoples acquisition.
On April 1, 2016, $38.5 million in subordinated notes matured and were repaid by the Company. In November of 2016 $114.9 million of senior notes will mature.


63




Table 19
Borrowed Funds
(Dollar amounts in thousands)
 
As of March 31, 2016
 
 
As of March 31, 2015
 
Amount
 
Weighted-
Average
Rate (%)
 
 
Amount
 
Weighted-
Average
Rate (%)
At period-end:
 
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
122,511

 
0.06
 
 
$
131,200

 
0.06
FHLB advances
262,500

 
0.50
 
 

 
Other borrowings
2,400

 
3.50
 
 

 
Total borrowed funds
$
387,411

 
0.38
 
 
$
131,200

 
0.06
Average for the year-to-date period:
 
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
142,939

 
0.14
 
 
$
127,571

 
0.06
FHLB advances
159,687

 
3.17
 
 

 
Other borrowings
606

 
3.98
 
 

 
Total borrowed funds
$
303,232

 
1.75
 
 
$
127,571

 
0.06
Maximum amount outstanding at the end of any day during the period:
 
 
 
 
 
 
 
Securities sold under agreements to repurchase
$
174,266

 
 
 
 
$
142,545

 
 
Federal funds purchased

 
 
 
 

 
 
FHLB advances
262,500

 
 
 
 

 
 
Other borrowings
2,400

 
 
 
 

 
 
Average borrowed funds totaled $303.2 million for the first quarter of 2016 increasing by $175.7 million compared to the same period in 2015. This increase was due primarily to the addition of $262.5 million of FHLB advances during the first quarter of 2016. The weighted-average rate on FHLB advances for the first quarter of 2016 was impacted by the hedging of borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. These interest rate swaps have a weighted-average interest rate of 2.13% as of March 31, 2016. For a detailed discussion of interest rate swaps, see Note 12 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
Securities sold under agreements to repurchase generally mature within 1 to 90 days from the transaction date.

64




MANAGEMENT OF CAPITAL
Capital Measurements
A strong capital structure is required under applicable banking regulations and is crucial in maintaining investor confidence, accessing capital markets, and enabling us to take advantage of future growth opportunities. Our capital policy requires that the Company and the Bank maintain capital ratios in excess of the minimum regulatory guidelines. It serves as an internal discipline in analyzing business risks and internal growth opportunities and sets targeted levels of return on equity. Under regulatory capital adequacy guidelines, the Company and the Bank are subject to various capital requirements set and administered by the federal banking agencies. On January 1, 2015, the Company and the Bank became subject to the Basel III Capital rules, a new comprehensive capital framework for U.S. banking organizations published by the Federal Reserve. These rules are discussed in the "Supervision and Regulation" section in Item 1, "Business" in the Company's 2015 10-K.
The following table presents our consolidated measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve for the Bank to be categorized as "well-capitalized." We manage our capital ratios for both the Company and the Bank to consistently maintain these measurements in excess of the Federal Reserve's minimum levels to be considered "well-capitalized," which is the highest capital category established. All regulatory mandated ratios for characterization as "well-capitalized" were exceeded as of March 31, 2016 and December 31, 2015.
The tangible common equity ratios presented in the table below are capital adequacy metrics used and relied on by investors and industry analysts; however, they are non-GAAP financial measures. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' equity. Reconciliations of the components of those ratios to GAAP are also presented in the table below.

65




Table 20
Capital Measurements
(Dollar amounts in thousands)
 
 
 
 
 
As of March 31, 2016
 
As of
 
Regulatory
Minimum
For
Well-
Capitalized
 
 
 
March 31, 
 2016
 
December 31, 2015
 
 
Excess Over
Required Minimums
Bank regulatory capital ratios
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
10.76
%
 
11.02
%
 
10.00
%
 
8
%
 
$
69,490

Tier 1 capital to risk-weighted assets
9.90
%
 
10.13
%
 
8.00
%
 
24
%
 
$
175,107

Tier 1 common capital to risk-weighted assets
9.90
%
 
10.13
%
 
6.50
%
 
52
%
 
$
313,093

Tier 1 leverage to average assets
9.48
%
 
9.09
%
 
5.00
%
 
90
%
 
$
430,654

Company regulatory capital ratios
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
10.64
%
 
11.15
%
 
N/A

 
N/A

 
N/A

Tier 1 capital to risk-weighted assets
9.81
%
 
10.28
%
 
N/A

 
N/A

 
N/A

Tier 1 common capital to risk-weighted assets
9.30
%
 
9.73
%
 
N/A

 
N/A

 
N/A

Tier 1 leverage to average assets
9.56
%
 
9.40
%
 
N/A

 
N/A

 
N/A

Reconciliation of Company capital components to GAAP
 
 
 
 
 
 
 
 
Total stockholders' equity
$
1,224,565

 
$
1,146,268

 
 
 
 
 
 
Goodwill and other intangible assets
(369,979
)
 
(339,277
)
 
 
 
 
 
 
Tangible common equity
854,586

 
806,991

 
 
 
 
 
 
Accumulated other comprehensive loss
15,041

 
28,389

 
 
 
 
 
 
Tangible common equity, excluding
  accumulated other comprehensive loss
$
869,627

 
$
835,380

 
 
 
 
 
 
Total assets
$
10,728,922

 
$
9,732,676

 
 
 
 
 
 
Goodwill and other intangible assets
(369,979
)
 
(339,277
)
 
 
 
 
 
 
Tangible assets
$
10,358,943

 
$
9,393,399

 
 
 
 
 
 
Risk-weighted assets
$
9,452,551

 
$
8,687,864

 
 
 
 
 
 
Company tangible common equity ratios (1)(2)
 
 
 
 
 
 
 
 
 
Tangible common equity to tangible assets
8.25
%
 
8.59
%
 
N/A

 
N/A

 
N/A

Tangible common equity, excluding
  accumulated other comprehensive loss,
  to tangible assets
8.39
%
 
8.89
%
 
N/A

 
N/A

 
N/A

Tangible common equity to risk-weighted
  assets
9.04
%
 
9.29
%
 
N/A

 
N/A

 
N/A

N/A - Not applicable.
(1) 
Ratios are not subject to formal Federal Reserve regulatory guidance.
(2) 
In management's view, Tier 1 common capital and TCE measures are meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with competitors.
The Company's regulatory capital ratios related to end-of-period risk-weighted assets decreased due to organic loan growth and the NI Bancshares acquisition completed late in the first quarter of 2016.
The Board of Directors reviews the Company's capital plan each quarter, considering the current and expected operating environment as well as an evaluation of various capital alternatives.
Dividends
The Board of Directors approved a quarterly cash dividend of $0.09 per common share during the first quarter of 2016. The dividend increased from $0.08 to $0.09 per common share during the first quarter of 2015.

66




ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Interest rate risk is our primary market risk and is the result of repricing, basis, and option risk. A description and analysis of our interest rate risk management policies is included in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in our 2015 10-K.
We seek to achieve consistent growth in net interest income and net income while managing volatility that arises from shifts in interest rates. The Bank's Asset Liability Committee ("ALCO") oversees financial risk management by developing programs to measure and manage interest rate risks within authorized limits set by the Bank's Board of Directors. ALCO also approves the Bank's asset and liability management policies, oversees the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviews the Bank's interest rate sensitivity position. Management uses net interest income simulation modeling to analyze and capture exposure of earnings to changes in interest rates.
Net Interest Income Sensitivity
The analysis of net interest income sensitivity assesses the magnitude of changes in net interest income over a twelve-month measurement period resulting from immediate changes in interest rates using multiple rate scenarios. These scenarios include, but are not limited to, a flat or unchanged rate environment, immediate increases of 100, 200, and 300 basis points, and an immediate decrease of 100 basis points. Due to the low interest rate environment as of March 31, 2016 and December 31, 2015, management determined that an immediate decrease in interest rates greater than 100 basis points was not meaningful for this analysis.
This simulation analysis is based on expected future cash flows and repricing characteristics for balance sheet and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities. In addition, this sensitivity analysis examines assets and liabilities at the beginning of the measurement period and does not assume any changes from growth or business plans over the next twelve months. Interest-earning assets and interest-bearing liabilities are assumed to re-price based on contractual terms over the twelve-month measurement period assuming an instantaneous parallel shift in interest rates in effect at the beginning of the measurement period. The simulation analysis also incorporates assumptions based on the historical behavior of deposit rates in relation to interest rates. Because these assumptions are inherently uncertain, the simulation analysis cannot definitively measure net interest income or predict the impact of the fluctuation in interest rates on net interest income, but does provide an indication of the Company's sensitivity to changes in interest rates. Actual results may differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.
Our balance sheet is asset sensitive based on repricing and maturity characteristics and simulation analysis assumptions. The Bank's current simulation analysis indicates we would benefit from rising interest rates. Interest-earning assets consist of short and long-term products. Excluding non-accrual loans, 44% of the loan portfolio consisted of fixed rate loans and 56% were floating rate loans as of March 31, 2016, compared to 54% and 46%, respectively, as of December 31, 2015.
As of March 31, 2016, investments, consisting of securities and interest-bearing deposits in other banks, are more heavily weighted toward fixed rate securities at 91% of the total compared to 9% for floating rate interest-bearing deposits in other banks. This compares to investments comprising 84% of fixed rate securities and 16% of floating rate interest-bearing deposits in other banks as of December 31, 2015. Fixed rate loans are most sensitive to the 3-5 year portion of the yield curve and the Bank limits its loans with maturities that extend beyond 5 years. The majority of floating rate loans are indexed to the short-term Prime or LIBOR rates. The amount of floating rate loans with active interest rate floors was $416.2 million, or 10%, of the floating rate loan portfolio as of March 31, 2016, compared to $374.5 million, or 10%, of the floating rate loan portfolio as of December 31, 2015. On the liability side of the balance sheet, 85% and 86% of deposits as of March 31, 2016 and December 31, 2015, respectively, are demand deposits or interest-bearing core deposits, which either do not pay interest or the interest rates are expected to rise at a slower pace than short-term interest rates.

67




Analysis of Net Interest Income Sensitivity
(Dollar amounts in thousands)
 
 
Immediate Change in Rates
 
 
+300
 
+200
 
+100
 
-100
As of March 31, 2016
 
 
 
 
 
 
 
 
Dollar change
 
$
47,421

 
$
28,944

 
$
20,806

 
$
(22,320
)
Percent change
 
13.8
%
 
8.4
%
 
6.1
%
 
(6.5
)%
As of December 31, 2015
 
 
 
 
 
 
 
 
Dollar change
 
$
46,556

 
$
28,038

 
$
19,420

 
$
(18,421
)
Percent change
 
14.8
%
 
8.9
%
 
6.2
%
 
(5.9
)%
The sensitivity of estimated net interest income to an instantaneous parallel shift in interest rates is reflected as both dollar and percentage changes. This table illustrates that an instantaneous 200 basis point rise in interest rates as of March 31, 2016 would increase net interest income by $28.9 million, or 8.4%, over the next twelve months compared to no change in interest rates. This same measure was $28.0 million, or 8.9%, as of December 31, 2015.
Overall, interest rate risk volatility as of March 31, 2016 decreased slightly compared to December 31, 2015, driven primarily by the NI Bancshares acquisition which added term securities and fixed rate loans. This decline was partly offset by organic growth in floating rate loans and term securities, funded by short-term FHLB advances and organic growth in core deposits, which are less rate sensitive. While net interest income is projected to decline in a decreasing interest rate environment, we believe the risk of a significant and sustained decrease in interest rates is minimal.
ITEM 4. CONTROLS AND PROCEDURES
At the end of the period covered by this report, (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of the Evaluation Date, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at March 31, 2016. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect any liabilities arising from pending legal matters to have a material adverse effect on the Company's financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
The Company provided a discussion of certain risks and uncertainties faced by the Company in its Annual Report on Form 10-K for 2015. However, these factors may not be the only risks or uncertainties the Company faces.

68




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the Company's monthly Common Stock purchases during the first quarter of 2016. The Board approved a stock repurchase program on November 27, 2007. Up to 2.5 million shares of the Company's Common Stock may be repurchased, and the total remaining authorization under the program was 2,487,947 shares as of March 31, 2016. The repurchase program has no set expiration or termination date.

Issuer Purchases of Equity Securities
 
 
Total
Number of
Shares
Purchased (1)
 
Average
Price
Paid per
Share
 
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan or
Program
 
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plan or
Program
January 1 – January 31, 2016
 

 
$

 

 
2,487,947

February 1 – February 29, 2016
 
111,277

 
16.15

 

 
2,487,947

March 1 – March 31, 2016
 

 

 

 
2,487,947

Total
 
111,277

 
$
16.15

 

 
 
(1) 
Consists of shares acquired pursuant to the Company's share-based compensation plans and not the Company's Board-approved stock repurchase program. Under the terms of the Company's share-based compensation plans, the Company accepts previously owned shares of Common Stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted shares or by option holders upon exercise to cover the exercise price of the stock options.


69




ITEM 6. EXHIBITS
Exhibit
Number
 
Description of Documents
 
 
 
3.1

Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009.
3.2

Certificate of Amendment of Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2014.
3.3

Amended and Restated By-Laws of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012.
10.1

Form of Restricted Stock Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
10.2

Form of Restricted Stock Unit Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
10.3

Form of Performance Share Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
11

Statement re: Computation of Per Share Earnings - The computation of basic and diluted earnings per common share is included in Note 10 of the Company's Notes to the Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.
15

Acknowledgement of Independent Registered Public Accounting Firm.
31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99

Review Report of Independent Registered Public Accounting Firm.
101

Interactive Data File.
(1) 
Furnished, not filed.

70




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
                      First Midwest Bancorp, Inc.
 
 
                         /s/ PAUL F. CLEMENS
                               Paul F. Clemens
    Executive Vice President and Chief Financial Officer*
Date: May 4, 2016
* Duly authorized to sign on behalf of the registrant.

71