PRIVATEBANCORP, INC - FORM 10-Q - May 10, 2017

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EX-99 - EXHIBIT 99 - PRIVATEBANCORP, INCpvtb0331201710-qex99.htm
EX-32 - EXHIBIT 32 - PRIVATEBANCORP, INCpvtb0331201710-qex32.htm
EX-31.2 - EXHIBIT 31.2 - PRIVATEBANCORP, INCpvtb0331201710-qex312.htm
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EX-15 - EXHIBIT 15 - PRIVATEBANCORP, INCpvtb0331201710-qex15.htm
EX-12 - EXHIBIT 12 - PRIVATEBANCORP, INCpvtb0331201710-qex12.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________
FORM 10-Q
______________________________________________ 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
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 001-34066
______________________________________________ 
PRIVATEBANCORP, INC.
(Exact name of Registrant as specified in its charter)
______________________________________________ 
Delaware
 
36-3681151
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
120 South LaSalle Street
Chicago, Illinois
 
60603
(Address of principal executive offices)
 
(zip code)
(312) 564-2000
Registrant’s telephone number, including area code
______________________________________________ 
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  ý    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  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  ý
As of May 9, 2017, there were 80,074,161 shares of the issuer’s voting common stock, no par value, outstanding.

1

PRIVATEBANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in thousands, except shares and per share data)
 
March 31,
2017
 
December 31,
2016
 
(Unaudited)
 
(Audited)
Assets
 
 
 
Cash and due from banks
$
166,012

 
$
161,168

Federal funds sold and interest-bearing deposits in banks
335,943

 
587,563

Loans held-for-sale
42,276

 
103,284

Securities available-for-sale, at fair value (pledged as collateral to creditors: $84.9 million - 2017; $86.6 million - 2016)
2,112,165

 
2,013,525

Securities held-to-maturity, at amortized cost (fair value: $1.8 billion - 2017; $1.7 billion - 2016)
1,801,973

 
1,738,123

Federal Home Loan Bank ("FHLB") stock
38,163

 
54,163

Loans – excluding covered assets, net of unearned fees
15,591,656

 
15,056,241

Allowance for loan losses
(194,615
)
 
(185,765
)
Loans, net of allowance for loan losses and unearned fees
15,397,041

 
14,870,476

Covered assets
21,181

 
22,063

Allowance for covered loan losses
(4,931
)
 
(4,766
)
Covered assets, net of allowance for covered loan losses
16,250

 
17,297

Other real estate owned, excluding covered assets
8,888

 
10,203

Premises, furniture, and equipment, net
45,050

 
46,967

Accrued interest receivable
57,316

 
57,986

Investment in bank owned life insurance
58,449

 
58,115

Goodwill
94,041

 
94,041

Other intangible assets
748

 
1,269

Derivative assets
21,511

 
27,965

Other assets 
220,392

 
211,628

Total assets 
$
20,416,218

 
$
20,053,773

Liabilities
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
5,258,941

 
$
5,196,587

Interest-bearing
11,449,774

 
10,868,642

Total deposits
16,708,715

 
16,065,229

Short-term borrowings
1,195,318

 
1,544,746

Long-term debt
338,335

 
338,310

Accrued interest payable
9,590

 
9,063

Derivative liabilities
15,420

 
18,122

Other liabilities
153,849

 
158,628

Total liabilities 
18,421,227

 
18,134,098

Equity
 
 
 
Common stock (no par value, $1 stated value; authorized shares: 174 million; issued and outstanding shares: 80,023,549 - 2017 and 79,849,213 - 2016)
79,765

 
79,313

Additional paid-in capital
1,117,982

 
1,101,946

Retained earnings
793,927

 
736,798

Accumulated other comprehensive income, net of tax
3,317

 
1,618

Total equity
1,994,991

 
1,919,675

Total liabilities and equity 
$
20,416,218

 
$
20,053,773

See accompanying notes to consolidated financial statements.

3

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31,
 
2017
 
2016
Interest Income
 
 
 
Loans, including fees
$
165,180

 
$
140,067

Federal funds sold and interest-bearing deposits in banks
549

 
340

Securities:
 
 
 
Taxable
18,436

 
15,210

Exempt from Federal income taxes
2,412

 
2,333

Other interest income
290

 
150

Total interest income
186,867

 
158,100

Interest Expense
 
 
 
Deposits
18,405

 
13,141

Short-term borrowings
2,324

 
230

Long-term debt
5,120

 
5,211

Total interest expense
25,849

 
18,582

Net interest income
161,018

 
139,518

Provision for loan and covered loan losses
8,408

 
6,402

Net interest income after provision for loan and covered loan losses
152,610

 
133,116

Non-interest Income
 
 
 
Asset management
5,590

 
4,725

Mortgage banking
2,450

 
2,969

Capital markets products
6,924

 
5,199

Treasury management
9,247

 
8,186

Loan, letter of credit and commitment fees
5,551

 
5,200

Syndication fees
5,962

 
5,434

Deposit service charges and fees and other income
1,502

 
1,358

Net securities gains
57

 
531

Total non-interest income
37,283

 
33,602

Non-interest Expense
 
 
 
Salaries and employee benefits
73,139

 
58,339

Net occupancy and equipment expense
8,037

 
7,215

Technology and related costs
6,680

 
5,293

Marketing
4,770

 
4,404

Professional services
4,851

 
2,994

Outsourced servicing costs
994

 
1,840

Net foreclosed property (income) expenses
(189
)
 
566

Postage, telephone, and delivery
852

 
840

Insurance
4,178

 
3,820

Loan and collection expense
1,968

 
1,532

Other expenses
5,129

 
3,650

Total non-interest expense
110,409

 
90,493

Income before income taxes
79,484

 
76,225

Income tax provision
21,532

 
26,673

Net income available to common stockholders
$
57,952

 
$
49,552

Per Common Share Data
 
 
 
Basic earnings per share
$
0.72

 
$
0.63

Diluted earnings per share
$
0.70

 
$
0.62

Cash dividends declared
$
0.01

 
$
0.01

Weighted-average common shares outstanding
79,516

 
78,550

Weighted-average diluted common shares outstanding
81,300

 
79,856

See accompanying notes to consolidated financial statements.
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

4

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited) 
 
Three Months Ended March 31,
 
2017
 
2016
Net income
$
57,952

 
$
49,552

Other comprehensive income:
 
 
 
Available-for-sale securities:
 
 
 
Net unrealized gains
4,431

 
18,930

Reclassification of net gains included in net income
(57
)
 
(531
)
Income tax expense
(1,671
)
 
(7,079
)
Net unrealized gains on available-for-sale securities
2,703

 
11,320

Cash flow hedges:
 
 
 
Net unrealized (losses) gains
(421
)
 
12,008

Reclassification of net gains included in net income
(1,213
)
 
(2,190
)
Income tax benefit (expense)
630

 
(3,799
)
Net unrealized (losses) gains on cash flow hedges
(1,004
)
 
6,019

Other comprehensive income
1,699

 
17,339

Comprehensive income
$
59,651

 
$
66,891

See accompanying notes to consolidated financial statements.

5

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands, except per share data)
(Unaudited) 
 
Common
Shares
Out-
standing
 
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumu-
lated
Other
Compre-
hensive
Income
 
Total
Balance at January 1, 2016
79,097

 
 
$
78,439

 
$
(103
)
 
$
1,071,674

 
$
531,682

 
$
17,259

 
$
1,698,951

Comprehensive income (1)
—

 
 
—

 
—

 
—

 
49,552

 
17,339

 
66,891

Cash dividends declared ($0.01 per common share)
—

 
 
—

 
—

 
—

 
(816
)
 
—

 
(816
)
Common stock issued for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonvested (restricted) stock grants
263

 
 
—

 
—

 
—

 
—

 
—

 
—

Exercise of stock options
53

 
 
44

 
311

 
625

 
—

 
—

 
980

Restricted stock activity
32

 
 
408

 
—

 
(408
)
 
—

 
—

 
—

Deferred compensation plan
5

 
 
3

 
66

 
222

 
—

 
—

 
291

Stock repurchased in connection with benefit plans
(128
)
 
 
—

 
(4,663
)
 
—

 
—

 
—

 
(4,663
)
Share-based compensation expense
—

 
 
—

 
—

 
6,357

 
—

 
—

 
6,357

Balance at March 31, 2016
79,322

 
 
$
78,894

 
$
(4,389
)
 
$
1,078,470

 
$
580,418

 
$
34,598

 
$
1,767,991

Balance at January 1, 2017
79,849

 
 
$
79,313

 
$
—

 
$
1,101,946

 
$
736,798

 
$
1,618

 
$
1,919,675

Comprehensive income (1)
—

 
 
—

 
—

 
—

 
57,952

 
1,699

 
59,651

Cash dividends declared ($0.01 per common share)
—

 
 
—

 
—

 
—

 
(823
)
 
—

 
(823
)
Common stock issued for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
217

 
 
217

 
—

 
5,593

 
—

 
—

 
5,810

Restricted stock activity
62

 
 
339

 
—

 
(339
)
 
—

 
—

 
—

Deferred compensation plan
2

 
 
2

 
—

 
498

 
—

 
—

 
500

Stock repurchased in connection with benefit plans
(106
)
 
 
(106
)
 
—

 
(6,033
)
 
—

 
—

 
(6,139
)
Share-based compensation expense
—

 
 
—

 
—

 
16,317

 
—

 
—

 
16,317

Balance at March 31, 2017
80,024

 
 
$
79,765

 
$
—

 
$
1,117,982

 
$
793,927

 
$
3,317

 
$
1,994,991

(1) 
Net of taxes and reclassification adjustments.
See accompanying notes to consolidated financial statements.

6

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2017
 
2016
Operating Activities
 
 
 
Net income
$
57,952

 
$
49,552

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Provision for loan and covered loan losses
8,408

 
6,402

Provision for unfunded commitments
753

 
595

Depreciation, impairment, and adjustments of premises, furniture, and equipment
3,416

 
2,348

Net amortization of premium on securities
5,993

 
5,099

Net gains on sale of securities
(57
)
 
(531
)
Valuation adjustments on other real estate owned
480

 
588

Net losses on sale of other real estate owned
6

 
24

Net accretion of discount on covered assets
—

 
(51
)
Bank owned life insurance income
(334
)
 
(358
)
Net increase in deferred loan fees and unamortized discounts and premiums on loans
4,050

 
3,415

Share-based compensation expense
16,317

 
6,357

Excess tax benefit from exercise of stock options and vesting of restricted shares
(4,885
)
 
(2,081
)
Deferred income tax (benefit) expense
(894
)
 
1,300

Amortization of other intangibles
521

 
540

Originations and purchases of loans held-for-sale
(68,919
)
 
(101,612
)
Proceeds from sales of loans held-for-sale
133,091

 
149,001

Net gains from sales of loans held-for-sale
(2,872
)
 
(2,604
)
Net decrease (increase) in derivative assets and liabilities
3,752

 
(21,522
)
Net decrease (increase) in accrued interest receivable
670

 
(1,867
)
Net increase (decrease) in accrued interest payable
527

 
(450
)
Net (increase) decrease in other assets
(10,837
)
 
24,490

Net decrease in other liabilities
(622
)
 
(6,031
)
Net cash provided by operating activities
146,516

 
112,604

Investing Activities
 
 
 
Available-for-sale securities:
 
 
 
Proceeds from maturities, prepayments, and calls
51,717

 
49,584

Proceeds from sales
18,029

 
26,682

Purchases
(167,434
)
 
(126,833
)
Held-to-maturity securities:
 
 
 
Proceeds from maturities, prepayments, and calls
57,478

 
41,308

Purchases
(123,842
)
 
(144,869
)
Net redemption (purchase) of FHLB stock
16,000

 
(11,500
)
Net increase in loans
(539,006
)
 
(205,715
)
Net decrease in covered assets
1,017

 
1,084

Proceeds from sale of other real estate owned
842

 
1,149

Net purchases of premises, furniture, and equipment
(1,499
)
 
(1,660
)
Net cash used in investing activities
(686,698
)
 
(370,770
)
Financing Activities
 
 
 
Net increase in deposit accounts
643,486

 
119,277

Net increase (decrease) in short-term borrowings, excluding FHLB advances
572

 
(102
)
Net (decrease) increase in FHLB advances
(350,000
)
 
230,000

Stock repurchased in connection with benefit plans
(6,139
)
 
(4,663
)
Cash dividends paid
(823
)
 
(809
)
Proceeds from exercise of stock options and issuance of common stock under benefit plans
6,310

 
1,271

Net cash provided by financing activities
293,406

 
344,974

Net (decrease) increase in cash and cash equivalents
(246,776
)
 
86,808

Cash and cash equivalents at beginning of year
748,731

 
383,658

Cash and cash equivalents at end of period
$
501,955

 
$
470,466

See accompanying notes to consolidated financial statements.

7

PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Amounts in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2017
 
2016
Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid for interest
$
25,322

 
$
19,032

Cash paid for income taxes
619

 
3,272

Non-cash transfers of loans to loans held-for-sale
8,641

 
28,335

Non-cash transfers of loans to other real estate
13

 
9,294

See accompanying notes to consolidated financial statements.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Nature of Operations – PrivateBancorp, Inc. (“PrivateBancorp” or the “Company”), a Delaware corporation incorporated in 1989, is a Chicago-based bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company is the holding company for The PrivateBank and Trust Company (“PrivateBank” or the “Bank”), an Illinois-chartered bank founded in Chicago in 1991. Through the Bank, we provide customized business and personal financial services to middle market companies, as well as business owners, executives, entrepreneurs and families in the markets and communities we serve.

Pending Transaction with Canadian Imperial Bank of Commerce – On June 29, 2016, the Company entered into a definitive merger agreement (the “Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”), a Canadian chartered bank, and CIBC Holdco Inc. (“Holdco”), a newly-formed Delaware corporation and a direct, wholly owned subsidiary of CIBC, which contemplates that the Company will merge with and into Holdco, with Holdco surviving the merger. Following the merger, the Bank will be headquartered in Chicago, Illinois, retain its Illinois state banking charter and be an indirect, wholly owned subsidiary of CIBC. As described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2016, the original Agreement had provided that, at the effective time of the merger, each share of common stock, without par value, of PrivateBancorp was to be converted into the right to receive 0.3657 of a CIBC common share and $18.80 in cash.

On March 30, 2017, the Company entered into an amendment to the original Agreement, which, as described in the Current Report on Form 8-K filed with the SEC on such date, increased the per share merger consideration to 0.4176 and $24.20 in cash. On May 4, 2017, the Agreement was further amended, as described in the Current Report on Form 8-K filed with the SEC on such date, to increase the per share cash consideration to $27.20. The per share stock consideration of 0.4176 of a CIBC common share was unchanged. As of May 3, 2017, the last trading day before public announcement of the transaction, total consideration for the transaction was valued at approximately $4.9 billion, or $60.43 per share of common stock of the Company, based on CIBC’s closing stock price on such date of $79.58. The actual transaction value will be based on the number of shares of common stock of the Company outstanding at the closing and the price of CIBC common stock as of the closing.

PrivateBancorp stockholders of record as of March 31, 2017 will be entitled to vote on the revised Agreement at the special meeting of stockholders to be held on May 12, 2017. The completion of the transaction remains subject to the receipt of required regulatory and stockholder approvals and other customary closing conditions.

The full text of and additional information about the Agreement and the amendments to the Agreement is included in the Company’s Current Reports on Form 8-K filed with the SEC on July 6, 2016, March 30, 2017 and May 4, 2017.

Direct costs related to the proposed transaction were expensed as incurred and totaled $1.6 million for the three months ended March 31, 2017. These costs were primarily comprised of financial advisor and other professional services fees.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated interim financial statements of PrivateBancorp have been prepared pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q and do not include certain information and footnote disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete annual financial statements. Accordingly, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with U.S. GAAP, and (where applicable) in accordance with accounting and reporting guidelines prescribed by bank regulation and authority, and reflect all adjustments that are, in the opinion of management, necessary for the fair presentation of the financial position and results of operations for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

The accompanying consolidated financial statements include the accounts and results of operations of the Company and the Bank, after elimination of all significant intercompany accounts and transactions. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates.


9

In preparing the consolidated financial statements, we have considered the impact of events occurring subsequent to March 31, 2017, for potential recognition or disclosure. Refer to “Pending Transaction with Canadian Imperial Bank of Commerce” above for additional disclosure of the amendment to the Agreement subsequent to March 31, 2017.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

Interests Held through Related Parties that are Under Common Control - On January 1, 2017, we adopted new accounting guidance issued by the Financial Accounting Standards Board (“FASB”) that alters how a decision maker considers indirect interests in a variable interest entity (“VIE”) held through an entity under common control. Under the new ASU, if a decision maker is required to evaluate whether it is the primary beneficiary of a VIE, it will need to consider only its proportionate indirect interest in the VIE held through a common control party. The guidance is applied prospectively. The adoption of this guidance did not impact our consolidated financial position or consolidated results of operations.

Accounting Pronouncements Pending Adoption

Revenue from Contracts with Customers - In May 2014, August 2015, March 2016, April 2016, May 2016 and December 2016, the FASB issued new revenue recognition guidance that will replace most of the existing revenue recognition guidance in U.S. GAAP. All arrangements involving the transfer of goods or services to customers are within the scope of the guidance, except for certain contracts subject to other U.S. GAAP guidance, including lease contracts and rights and obligations related to financial instruments. The standard’s core principle is that an entity should recognize revenue when it transfers 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. The guidance also includes new disclosure requirements related to the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for the Company’s financial statements beginning January 1, 2018. The guidance allows an entity to apply the new standard either retrospectively or through a cumulative-effect adjustment as of January 1, 2018. We have elected to implement this new accounting guidance using a cumulative-effect adjustment. This guidance does not apply to revenue associated with financial instruments, including loans, securities, and derivatives that are accounted for under other U.S. GAAP guidance. For that reason, we do not expect it to have a material impact on our consolidated results of operations for elements of the statement of income associated with financial instruments, including securities gains, interest income and interest expense. However, we do believe the new standard will result in new disclosure requirements. We are currently in the process of reviewing contracts to assess the impact of the new guidance on our service offerings that are in the scope of the guidance, including Treasury Management and Asset Management services. The Company is continuing to evaluate the effect of the new guidance on revenue sources other than financial instruments on our financial position and consolidated results of operations.

Recognition and Measurement of Financial Assets and Financial Liabilities - In January 2016, the FASB issued guidance that amends the accounting for certain financial asset and financial liabilities. The guidance will require the Company to (1) measure certain equity investments at fair value with changes in fair value recognized in earnings, (2) record changes in instrument-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income, and (3) assess the realizability of deferred tax assets related to available-for-sale debt securities in combination with the Company’s other deferred tax assets. The standard does not change the guidance for classifying and measuring investments in debt securities and loans. The guidance amends certain disclosure requirements related to financial assets and financial liabilities. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2018. Certain provisions of the standard will be applied through a cumulative-effect adjustment as of January 1, 2018, and other provisions will be applied prospectively. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Leases - In February 2016, the FASB issued guidance that amends the accounting for leases. Under the new guidance, lessees will need to recognize a right-of-use asset and a lease liability for the vast majority of leases. Operating leases will result in straight-line expense, while finance leases will result in a front-loaded expense pattern. Classification will be based on criteria that are largely similar to those applied in current lease accounting. Lessor accounting will remain similar to the current model. Lessors will classify leases as operating, direct financing, or sales-type, consistent with the current model. The new guidance will also require extensive quantitative and qualitative disclosures related to the revenue and expense recognized and expected to be recognized over the lease term, as well as significant judgments made by management. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2019, and early adoption is permitted. The new standard must be applied using a modified retrospective transition. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.


10

Measurement of Credit Losses on Financial Instruments - In June 2016, the FASB issued guidance that changes the impairment model for most financial assets and certain other instruments that are not measured at fair value through net income. For financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures (including loans, held-to-maturity debt securities, and loan commitments), the new guidance will require the Company to record an allowance based on the estimated credit losses expected over the life of the financial instrument or pool of financial instruments. The estimate of lifetime expected credit losses must consider historical information, current conditions, and reasonable and supportable forecasts. The new guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities. The new guidance will require the Company to record an allowance for estimated credit losses on available-for-sale securities when the fair value of the security is below the amortized cost of the asset. Additionally, the guidance expands the disclosure requirements related to the Company’s assumptions, models, and methods for estimating the allowance for credit losses. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2020. Early adoption is permitted beginning January 1, 2019. The new standard will be applied using a modified retrospective approach. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Classification of Certain Cash Receipts and Cash Payments - In August 2016, the FASB issued guidance that clarifies how certain cash receipts and cash payments are presented and classified in the consolidated statements of cash flows. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2018, with early adoption permitted. The guidance will be applied using a retrospective transition method. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Intra-Entity Transfers of Assets Other Than Inventory - In October 2016, the FASB issued guidance that will require an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. This eliminates the current exception for all intra-entity transfers of an asset other than inventory that requires deferral of the tax effects until the asset is sold to a third party or otherwise recovered through use. The guidance is effective for the Company’s financial statements that include periods beginning after January 1, 2018. Early adoption is permitted. The guidance will be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Restricted Cash - In November 2016, the FASB issued clarifying guidance that requires that the statement of cash flows include restricted cash in the beginning and end-of-period total amounts and that the statement of cash flows explain changes in restricted cash during the period. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2018. Early adoption is permitted. The amendments will be applied using a retrospective transition method. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Clarifying the Definition of a Business - In January 2017, the FASB issued guidance that clarifies when a set of transferred assets and activities is a business. Under the new guidance, an entity will determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of identifiable assets. If this threshold is met, the set of assets and activities is not a business. If the threshold is not met, the entity then evaluates whether the set of assets and activities meets the requirement that a business include an input and a substantive process. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2018. Early adoption is permitted. The amendments will be applied prospectively. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment - In January 2017, the FASB issued guidance that simplifies how an entity assesses goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity will recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2020. Early adoption is permitted. The amendments will be applied prospectively. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets - In February 2017, the FASB amended guidance on how entities account for the derecognition of a nonfinancial asset or an in-substance nonfinancial asset that is not a business. The guidance is effective for the Company’s financial statements that include periods beginning January 1, 2018. The guidance is to be applied using a full retrospective method or a modified retrospective method and is effective for the Company’s financial statements that include periods beginning January 1, 2018. Early adoption is permitted. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

11


Premium Amortization on Purchased Callable Debt Securities - In March 2017, the FASB issued guidance that shortens the amortization period for the premium on certain purchased callable debt securities. Specifically, the amendments require the premium to be amortized to the earliest call date. The guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to the maturity date. The guidance will be effective for the Company beginning January 1, 2019 and must be applied using a modified retrospective transition approach. Early adoption is permitted. The Company is in the process of determining the effect of the new guidance on our financial position and consolidated results of operations.

3. SECURITIES

Securities Portfolio
(Amounts in thousands)

 
March 31, 2017
 
December 31, 2016
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
 
 
Gains
 
Losses
 
 
 
Gains
 
Losses
 
Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
$
598,573

 
$
458

 
$
(6,134
)
 
$
592,897

 
$
548,894

 
$
351

 
$
(6,950
)
 
$
542,295

U.S. Agencies
45,927

 
—

 
(106
)
 
45,821

 
46,043

 
—

 
(103
)
 
45,940

Collateralized mortgage obligations
67,260

 
2,126

 
(51
)
 
69,335

 
73,228

 
2,167

 
(50
)
 
75,345

Residential mortgage-backed securities
935,346

 
10,057

 
(8,017
)
 
937,386

 
884,176

 
10,741

 
(8,367
)
 
886,550

State and municipal securities
466,152

 
4,110

 
(3,536
)
 
466,726

 
466,651

 
2,630

 
(5,886
)
 
463,395

Total
$
2,113,258

 
$
16,751

 
$
(17,844
)
 
$
2,112,165

 
$
2,018,992

 
$
15,889

 
$
(21,356
)
 
$
2,013,525

Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateralized mortgage obligations
$
38,556

 
$
—

 
$
(1,219
)
 
$
37,337

 
$
40,568

 
$
—

 
$
(1,295
)
 
$
39,273

Residential mortgage-backed securities
1,417,781

 
3,074

 
(17,804
)
 
1,403,051

 
1,378,610

 
2,529

 
(20,218
)
 
1,360,921

Commercial mortgage-backed securities
338,396

 
769

 
(4,609
)
 
334,556

 
314,622

 
692

 
(5,153
)
 
310,161

State and municipal securities
204

 
—

 
—

 
204

 
204

 
—

 
—

 
204

Foreign sovereign debt
500

 
—

 
(2
)
 
498

 
500

 
—

 
—

 
500

Other securities
6,536

 
422

 
—

 
6,958

 
3,619

 
92

 
—

 
3,711

Total
$
1,801,973

 
$
4,265

 
$
(23,634
)
 
$
1,782,604

 
$
1,738,123

 
$
3,313

 
$
(26,666
)
 
$
1,714,770


The carrying value of securities pledged to secure public deposits, FHLB advances, trust deposits, Federal Reserve Bank (“FRB”) discount window borrowing availability, derivative transactions, and standby letters of credit with counterparty banks and for other purposes as permitted or required by law totaled $349.7 million and $351.4 million at March 31, 2017 and December 31, 2016, respectively. Of total pledged securities, securities pledged to creditors under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties totaled $84.9 million and $86.7 million at March 31, 2017 and December 31, 2016, respectively.

Excluding securities issued or backed by the U.S. Government, its agencies and U.S. Government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of consolidated equity at March 31, 2017 or December 31, 2016.


12

The following table presents the fair values of securities with unrealized losses as of March 31, 2017 and December 31, 2016. The securities presented are grouped according to the time periods during which the securities have been in a continuous unrealized loss position.

Securities in Unrealized Loss Position
(Amounts in thousands)
 
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
Number of Securities
 
Fair
Value
 
Unrealized
Losses
 
Number of Securities
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
As of March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
14

 
$
342,105

 
$
(6,134
)
 
—

 
$
—

 
$
—

 
$
342,105

 
$
(6,134
)
U.S. Agencies
3

 
45,821

 
(106
)
 
—

 
—

 
—

 
45,821

 
(106
)
Collateralized mortgage obligations
7

 
5,414

 
(51
)
 
—

 
—

 
—

 
5,414

 
(51
)
Residential mortgage-backed securities
51

 
547,366

 
(8,017
)
 
—

 
—

 
—

 
547,366

 
(8,017
)
State and municipal securities
444

 
197,854

 
(3,438
)
 
7

 
3,037

 
(98
)
 
200,891

 
(3,536
)
Total

 
$
1,138,560

 
$
(17,746
)
 


 
$
3,037

 
$
(98
)
 
$
1,141,597

 
$
(17,844
)
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateralized mortgage obligations
1

 
$
9,002

 
$
(216
)
 
3

 
$
28,335

 
$
(1,003
)
 
$
37,337

 
$
(1,219
)
Residential mortgage-backed securities
90

 
970,333

 
(17,384
)
 
4

 
12,631

 
(420
)
 
982,964

 
(17,804
)
Commercial mortgage-backed securities
64

 
230,846

 
(4,501
)
 
1

 
3,231

 
(108
)
 
234,077

 
(4,609
)
Foreign sovereign debt
1

 
498

 
(2
)
 
 
 
—

 
—

 
498

 
(2
)
Total

 
$
1,210,679

 
$
(22,103
)
 

 
$
44,197

 
$
(1,531
)
 
$
1,254,876

 
$
(23,634
)
As of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
14

 
$
341,497

 
$
(6,950
)
 
—

 
$
—

 
$
—

 
$
341,497

 
$
(6,950
)
U.S. Agencies
3

 
45,940

 
(103
)
 
—

 
—

 
—

 
45,940

 
(103
)
Collateralized mortgage obligations
4

 
4,438

 
(50
)
 
—

 
—

 
—

 
4,438

 
(50
)
Residential mortgage-backed securities
51

 
535,001

 
(8,367
)
 
—

 
—

 
—

 
535,001

 
(8,367
)
State and municipal securities
686

 
309,958

 
(5,764
)
 
5

 
2,462

 
(122
)
 
312,420

 
(5,886
)
Total

 
$
1,236,834

 
$
(21,234
)
 


 
$
2,462

 
$
(122
)
 
$
1,239,296

 
$
(21,356
)
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateralized mortgage obligations
1

 
$
9,261

 
$
(224
)
 
3

 
$
30,012

 
$
(1,071
)
 
$
39,273

 
$
(1,295
)
Residential mortgage-backed securities
92

 
1,023,841

 
(19,816
)
 
4

 
13,036

 
(402
)
 
1,036,877

 
(20,218
)
Commercial mortgage-backed securities
56

 
207,235

 
(5,063
)
 
1

 
3,361

 
(90
)
 
210,596

 
(5,153
)
Total

 
$
1,240,337

 
$
(25,103
)
 

 
$
46,409

 
$
(1,563
)
 
$
1,286,746

 
$
(26,666
)

There were $47.2 million of securities with $1.6 million in an unrealized loss position for greater than 12 months at March 31, 2017. At December 31, 2016, there were $48.9 million of securities with $1.7 million in an unrealized loss position for greater than 12 months. The Company does not consider these unrealized losses to be credit-related. These unrealized losses relate to changes in interest rates and market spreads. We do not intend to sell the securities and we do not believe it is more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.


13

We conduct a quarterly assessment of our investment portfolio to determine whether any securities are other-than-temporarily impaired (“OTTI”). There has been no impairment recorded as of March 31, 2017 or December 31, 2016.

The following table presents the remaining contractual maturity of securities as of March 31, 2017, by amortized cost and fair value.

Remaining Contractual Maturity of Securities
(Amounts in thousands)

 
March 31, 2017
 
Available-for-Sale
 
Held-To-Maturity
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
U.S. Treasury, U.S. Agencies, state and municipal and foreign sovereign debt and other securities:
 
 
 
 
 
 
 
One year or less
$
129,138

 
$
129,204

 
$
204

 
$
204

One year to five years
515,772

 
516,900

 
500

 
498

Five years to ten years
430,272

 
424,979

 
6,536

 
6,958

After ten years
35,470

 
34,361

 
—

 
—

All other securities:
 
 
 
 
 
 
 
Collateralized mortgage obligations
67,260

 
69,335

 
38,556

 
37,337

Residential mortgage-backed securities
935,346

 
937,386

 
1,417,781

 
1,403,051

Commercial mortgage-backed securities
—

 
—

 
338,396

 
334,556

Total
$
2,113,258

 
$
2,112,165

 
$
1,801,973

 
$
1,782,604


The following table presents gains on securities for the three months ended March 31, 2017 and 2016.

Securities Gains (Losses)
(Amounts in thousands)
 
Three Months Ended March 31,
 
2017
 
2016
Proceeds from sales
$
18,029

 
$
26,682

Gross realized gains
$
123

 
$
553

Gross realized losses
(66
)
 
(22
)
Net realized gains
$
57

 
$
531

Income tax provision on net realized gains
$
22

 
$
205


Refer to Note 11 for additional details of the securities available-for-sale portfolio and the related impact of unrealized gains (losses) on other comprehensive income.

All non-marketable Community Reinvestment Act (“CRA”) qualified investments, totaling $74.1 million and $59.0 million at March 31, 2017 and December 31, 2016, respectively, are recorded in other assets on the consolidated statements of financial condition. There has been no impairment recorded for the quarter ended March 31, 2017 and year ended December 31, 2016.


14

4. LOANS AND CREDIT QUALITY

The following loan portfolio and credit quality disclosures exclude covered loans. Covered loans represent loans acquired through a Federal Deposit Insurance Corporation (“FDIC”) assisted transaction that are subject to a loss share agreement and are presented separately in the consolidated statements of financial condition. Refer to the “Covered Assets” section in this footnote for further information regarding covered loans.

Loan Portfolio
(Amounts in thousands)
 
 
March 31,
2017
 
December 31,
2016
Commercial and industrial
$
7,865,161

 
$
7,506,977

Commercial - owner-occupied commercial real estate
2,246,424

 
2,142,068

Total commercial
10,111,585

 
9,649,045

Commercial real estate
3,218,566

 
3,127,373

Commercial real estate - multi-family
1,059,403

 
993,352

Total commercial real estate
4,277,969

 
4,120,725

Construction
330,775

 
417,955

Residential real estate
618,658

 
581,757

Home equity
112,954

 
119,049

Personal
139,715

 
167,710

Total loans
$
15,591,656

 
$
15,056,241

Net deferred loan fees and unamortized discount and premium on loans, included as a reduction in total loans
$
41,170

 
$
45,220

Overdrawn demand deposits included in total loans
$
4,971

 
$
2,160


We primarily lend to businesses and consumers in the market areas in which we have physical locations. We seek to diversify our loan portfolio by loan type, industry, and borrower.

Loans Held-for-Sale
(Amounts in thousands)

 
March 31,
2017
 
December 31,
2016
Mortgage loans held-for-sale (1)
$
10,219

 
$
24,934

Other loans held-for-sale (2)
32,057

 
78,350

Total loans held-for-sale
$
42,276

 
$
103,284

(1) 
Comprised of residential mortgage loan originations intended to be sold in the secondary market. The Company accounts for these loans under the fair value option. Refer to Note 17 for additional information regarding mortgage loans held-for-sale.
(2) 
Amounts represent commercial, commercial real estate, construction and residential loans carried at the lower of aggregate cost or fair value. Generally, the Company intends to sell these loans within 30-60 days from the date the intent to sell was established.


15

Carrying Value of Loans Pledged
(Amounts in thousands)
 
 
March 31,
2017
 
December 31,
2016
Loans pledged to secure outstanding borrowings or availability:
 
 
 
FRB discount window borrowings (1)
$
922,207

 
$
818,116

FHLB advances (2)
4,427,522

 
3,855,892

Total
$
5,349,729

 
$
4,674,008

(1) 
No borrowings were outstanding at March 31, 2017 and December 31, 2016.
(2) 
Refer to Notes 8 and 9 for additional information regarding FHLB advances.

Loan Portfolio Aging
(Amounts in thousands)

 
 
 
Delinquent
 
 
 
 
 
 
 
Current
 
30 – 59
Days Past Due
 
60 – 89
Days Past Due
 
90 Days Past
Due and
Accruing
 
Total
Accruing
Loans
 
Nonaccrual
 
Total Loans
As of March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
10,031,469

 
$
9,930

 
$
2,639

 
$
—

 
$
10,044,038

 
$
67,547

 
$
10,111,585

Commercial real estate
4,268,237

 
83

 
—

 
—

 
4,268,320

 
9,649

 
4,277,969

Construction
330,775

 
—

 
—

 
—

 
330,775

 
—

 
330,775

Residential real estate
611,642

 
2,253

 
—

 
—

 
613,895

 
4,763

 
618,658

Home equity
109,883

 
—

 
—

 
—

 
109,883

 
3,071

 
112,954

Personal
139,677

 
24

 
5

 
—

 
139,706

 
9

 
139,715

Total loans
$
15,491,683

 
$
12,290

 
$
2,644

 
$
—

 
$
15,506,617

 
$
85,039

 
$
15,591,656

As of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
9,572,607

 
$
6,889

 
$
96

 
$
—

 
$
9,579,592

 
$
69,453

 
$
9,649,045

Commercial real estate
4,114,409

 
—

 
—

 
—

 
4,114,409

 
6,316

 
4,120,725

Construction
417,955

 
—

 
—

 
—

 
417,955

 
—

 
417,955

Residential real estate
573,667

 
2,859

 
640

 
—

 
577,166

 
4,591

 
581,757

Home equity
115,652

 
80

 
—

 
—

 
115,732

 
3,317

 
119,049

Personal
167,675

 
19

 
5

 
—

 
167,699

 
11

 
167,710

Total loans
$
14,961,965

 
$
9,847

 
$
741

 
$
—

 
$
14,972,553

 
$
83,688

 
$
15,056,241


Impaired Loans

Impaired loans consist of nonaccrual loans (which include nonaccrual troubled debt restructurings (“TDRs”)) and loans classified as accruing TDRs. A loan is considered impaired when, based on current information and events, either (i) management believes that it is probable that we will be unable to collect all amounts due (both principal and interest) according to the original contractual terms of the loan agreement, or (ii) it has been classified as a TDR due to providing a concession to a borrower that is inconsistent with the risk profile.


16

The following two tables present our recorded investment in impaired loans outstanding by product segment, including our recorded investment in impaired loans, which represents the principal amount outstanding, net of unearned income, deferred loan fees and costs, and any direct principal charge-offs.

Impaired Loans
(Amounts in thousands)

 
Unpaid
Contractual
Principal
Balance
 
Recorded
Investment
With No
Specific
Reserve
 
Recorded
Investment
With
Specific
Reserve
 
Total
Recorded
Investment
 
Specific
Reserve
As of March 31, 2017
 
 
 
 
 
 
 
 
 
Commercial
$
156,917

 
$
91,096

 
$
62,425

 
$
153,521

 
$
19,186

Commercial real estate
9,649

 
8,861

 
788

 
9,649

 
130

Residential real estate
4,999

 
—

 
4,763

 
4,763

 
508

Home equity
5,137

 
1,934

 
3,071

 
5,005

 
347

Personal
9

 
—

 
9

 
9

 
4

Total impaired loans
$
176,711

 
$
101,891

 
$
71,056

 
$
172,947

 
$
20,175

As of December 31, 2016
 
 
 
 
 
 
 
 
 
Commercial
$
141,415

 
$
104,408

 
$
28,756

 
$
133,164

 
$
10,930

Commercial real estate
6,316

 
5,169

 
1,147

 
6,316

 
223

Residential real estate
4,708

 
—

 
4,591

 
4,591

 
406

Home equity
5,740

 
2,291

 
3,317

 
5,608

 
376

Personal
11

 
—

 
11

 
11

 
3

Total impaired loans
$
158,190

 
$
111,868

 
$
37,822

 
$
149,690

 
$
11,938


Average Recorded Investment and Interest Income Recognized on Impaired Loans (1) 
(Amounts in thousands)

 
Three Months Ended March 31,
 
2017
 
2016
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Commercial
$
128,646

 
$
1,309

 
$
51,994

 
$
320

Commercial real estate
6,985

 
—

 
8,495

 
—

Residential real estate
4,491

 
—

 
4,129

 
—

Home equity
5,127

 
25

 
8,429

 
27

Personal
10

 
—

 
45

 
—

Total
$
145,259

 
$
1,334

 
$
73,092

 
$
347

(1) 
Represents amounts while classified as impaired for the periods presented.

Credit Quality Indicators

We attempt to mitigate risk through loan structure, collateral, monitoring, and other credit risk management controls. We have adopted an internal risk rating policy in which each loan is rated for credit quality with a numerical rating of 1 through 8. Loans rated 5 and better (1-5 ratings, inclusive) are considered “pass” rated credits that we believe exhibit acceptable financial performance, cash flow, and leverage. Credits rated 6 are performing in accordance with contractual terms but are considered “special mention” as they demonstrate potential weakness that, if left unresolved, may result in deterioration in our credit position and/or the repayment prospects for the credit. Borrowers rated special mention may exhibit adverse operating trends, high leverage, tight liquidity or other credit concerns. Loans rated 7 may be classified as either accruing (“potential problem”) or nonaccrual (“nonperforming”). Potential problem loans, like special mention, are loans that are performing in accordance with contractual terms, but for which management has some level of concern (greater than that of special mention loans) about the ability of the

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borrowers to meet existing repayment terms in future periods. Potential problem loans continue to accrue interest but the ultimate collection of these loans in full is a risk due to the same conditions that characterize a 6-rated credit. These credits may also have somewhat increased risk profiles as a result of the current net worth and/or paying capacity of the obligor or guarantors or a declining value of the collateral pledged. These loans generally have a well-defined weakness that may jeopardize collection of the debt and are characterized by the distinct possibility that we may sustain some loss if the deficiencies are not resolved. Although these loans are generally identified as potential problem loans and require additional attention by management, they may never become nonperforming. Nonperforming loans include nonaccrual loans risk-rated 7 or 8 and have all the weaknesses inherent in a 7-rated potential problem loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently-existing facts, conditions and values, a more remote possibility. Special mention, potential problem and nonperforming loans are reviewed, at a minimum, on a quarterly basis, while all other rated credits over a certain dollar threshold, depending on loan type, are reviewed annually or more frequently as the circumstances warrant.

Credit Quality Indicators
(Dollars in thousands)
 
 
Special
Mention
 
% of
Portfolio
Loan
Type
 
 
Potential
Problem
Loans
 
% of
Portfolio
Loan
Type
 
 
Non-
Performing
Loans
 
% of
Portfolio
Loan
Type
 
 
Total Loans
As of March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
79,777

 
0.8
 
 
$
190,181

 
1.9
 
 
$
67,547

 
0.7
 
 
$
10,111,585

Commercial real estate
14,552

 
0.3
 
 
4,456

 
0.1
 
 
9,649

 
0.2
 
 
4,277,969

Construction
—

 
—
 
 
—

 
—
 
 
—

 
—
 
 
330,775

Residential real estate
5,929

 
1.0
 
 
3,818

 
0.6
 
 
4,763

 
0.8
 
 
618,658

Home equity
381

 
0.3
 
 
152

 
0.1
 
 
3,071

 
2.7
 
 
112,954

Personal
21

 
*
 
 
62

 
*
 
 
9

 
*
 
 
139,715

Total
$
100,660

 
0.6
 
 
$
198,669

 
1.3
 
 
$
85,039

 
0.5
 
 
$
15,591,656

As of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
173,626

 
1.8
 
 
$
114,090

 
1.2
 
 
$
69,453

 
0.7
 
 
$
9,649,045

Commercial real estate
—

 
—
 
 
4,632

 
0.1
 
 
6,316

 
0.2
 
 
4,120,725

Construction
—

 
—
 
 
—

 
—
 
 
—

 
—
 
 
417,955

Residential real estate
5,449