GLACIER BANCORP, INC. - Quarter Report: 2017 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-18911

____________________________________________________________

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________



MONTANA	81-0519541
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

49 Commons Loop, Kalispell, Montana	59901
(Address of principal executive offices)	(Zip Code)

(406) 756-4200

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

____________________________________________________________

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

The number of shares of Registrant’s common stock outstanding on October 16, 2017 was 78,006,956. No preferred shares are issued or outstanding.

TABLE OF CONTENTS



	Page
Part I. Financial Information
Item 1 – Financial Statements
Unaudited Condensed Consolidated Statements of Financial Condition – September 30, 2017 and December 31, 2016	4
Unaudited Condensed Consolidated Statements of Operations – Three and Nine Months ended September 30, 2017 and 2016	5
Unaudited Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months ended September 30, 2017 and 2016	6
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity – Nine Months ended September 30, 2017 and 2016	7
Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months ended September 30, 2017 and 2016	8
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3 – Quantitative and Qualitative Disclosure about Market Risk	71
Item 4 – Controls and Procedures	71
Part II. Other Information	71
Item 1 – Legal Proceedings	71
Item 1A – Risk Factors	71
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3 – Defaults upon Senior Securities	72
Item 4 – Mine Safety Disclosures	72
Item 5 – Other Information	72
Item 6 – Exhibits	72
Signatures	73

ABBREVIATIONS/ACRONYMS

ALCO – Asset Liability Committee

ALLL or allowance – allowance for loan and lease losses

ASC – Accounting Standards Codification^TM

ATM – automated teller machine

Bank – Glacier Bank

Basel III – third installment of the Basel Accords

CCP – Core Consolidation Project

CDE – Certified Development Entity

CDFI Fund – Community Development Financial Institutions Fund

CEO – Chief Executive Officer

CFO – Chief Financial Officer

Collegiate – Columbine Capital Corp. and its subsidiary, Collegiate Peaks Bank

Company – Glacier Bancorp, Inc.

DDA – demand deposit account

Dodd-Frank Act – Dodd-Frank Wall Street Reform and Consumer Protection Act

Fannie Mae – Federal National Mortgage Association

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FHLB – Federal Home Loan Bank

Final Rules – final rules implemented by the federal banking agencies that amended regulatory risk-based capital rules

Foothills – TFB Bancorp, Inc. and its subsidiary, The Foothills Bank

FRB – Federal Reserve Bank

Freddie Mac – Federal Home Loan Mortgage Corporation

GAAP – accounting principles generally accepted in the United States of America

Ginnie Mae – Government National Mortgage Association

LIBOR – London Interbank Offered Rate

LIHTC – Low Income Housing Tax Credit

NMTC – New Markets Tax Credit

NOW – negotiable order of withdrawal

NRSRO – Nationally Recognized Statistical Rating Organizations

OCI – other comprehensive income

OREO – other real estate owned

Repurchase agreements – securities sold under agreements to repurchase

S&P – Standard and Poor’s

SEC – United States Securities and Exchange Commission

TDR – troubled debt restructuring

TSB – Treasure State Bank

VIE – variable interest entity

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



(Dollars in thousands, except per share data)	September 30, 2017			December 31, 2016
Assets
Cash on hand and in banks	$	136,822		135,268
Federal funds sold	210			—
Interest bearing cash deposits	83,178			17,273
Cash and cash equivalents	220,210			152,541
Investment securities, available-for-sale	1,886,517			2,425,477
Investment securities, held-to-maturity	655,128			675,674
Total investment securities	2,541,645			3,101,151
Loans held for sale	48,709			72,927
Loans receivable	6,509,433			5,684,463
Allowance for loan and lease losses	(129,576		)	(129,572	)
Loans receivable, net	6,379,857			5,554,891
Premises and equipment, net	178,672			176,198
Other real estate owned	14,359			20,954
Accrued interest receivable	50,492			45,832
Deferred tax asset	58,916			67,121
Core deposit intangible, net	14,798			12,347
Goodwill	177,811			147,053
Non-marketable equity securities	21,890			25,550
Other assets	91,243			74,035
Total assets	$	9,798,602		9,450,600
Liabilities
Non-interest bearing deposits	$	2,355,983		2,041,852
Interest bearing deposits	5,411,171			5,330,427
Securities sold under agreements to repurchase	453,596			473,650
Federal Home Loan Bank advances	153,685			251,749
Other borrowed funds	8,243			4,440
Subordinated debentures	126,099			125,991
Accrued interest payable	3,154			3,584
Other liabilities	80,470			102,038
Total liabilities	8,592,401			8,333,731
Stockholders’ Equity
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding	—			—
Common stock, $0.01 par value per share, 117,187,500 shares authorized	780			765
Paid-in capital	797,381			749,107
Retained earnings - substantially restricted	403,373			374,379
Accumulated other comprehensive income (loss)	4,667			(7,382	)
Total stockholders’ equity	1,206,201			1,116,869
Total liabilities and stockholders’ equity	$	9,798,602		9,450,600
Number of common stock shares issued and outstanding	78,006,956			76,525,402

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



	Three Months ended				Nine Months ended
(Dollars in thousands, except per share data)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Interest Income
Investment securities	$	19,987	21,827		63,305		68,747
Residential real estate loans	8,326		8,538		24,594		24,947
Commercial loans	59,875		47,694		166,027		139,199
Consumer and other loans	8,276		7,885		24,198		23,501
Total interest income	96,464		85,944		278,124		256,394
Interest Expense
Deposits	4,564		4,550		13,505		13,905
Securities sold under agreements to repurchase	537		289		1,362		882
Federal Home Loan Bank advances	1,398		1,527		4,642		4,844
Other borrowed funds	21		17		55		49
Subordinated debentures	1,132		935		3,228		2,737
Total interest expense	7,652		7,318		22,792		22,417
Net Interest Income	88,812		78,626		255,332		233,977
Provision for loan losses	3,327		626		7,938		1,194
Net interest income after provision for loan losses	85,485		78,000		247,394		232,783
Non-Interest Income
Service charges and other fees	17,307		16,307		50,435		46,760
Miscellaneous loan fees and charges	1,211		1,195		3,283		3,379
Gain on sale of loans	9,141		9,592		23,031		23,841
Gain (loss) on sale of investments	77		(594	)	(545	)	(706	)
Other income	3,449		1,793		8,326		6,030
Total non-interest income	31,185		28,293		84,530		79,304
Non-Interest Expense
Compensation and employee benefits	41,297		38,370		120,041		112,871
Occupancy and equipment	6,500		6,168		19,706		19,287
Advertising and promotions	2,239		2,098		6,381		6,308
Data processing	3,647		3,982		10,180		10,982
Other real estate owned	817		215		1,532		819
Regulatory assessments and insurance	1,214		1,158		3,362		3,732
Core deposit intangibles amortization	640		777		1,880		2,362
Other expenses	12,198		12,412		34,123		35,636
Total non-interest expense	68,552		65,180		197,205		191,997
Income Before Income Taxes	48,118		41,113		134,719		120,090
Federal and state income tax expense	11,639		10,156		33,298		30,000
Net Income	$	36,479	30,957		101,421		90,090
Basic earnings per share	$	0.47	0.40		1.31		1.18
Diluted earnings per share	$	0.47	0.40		1.31		1.18
Dividends declared per share	$	0.51	0.20		0.93		0.60
Average outstanding shares - basic	78,004,450		76,288,640		77,379,514		76,195,550
Average outstanding shares - diluted	78,065,942		76,350,873		77,442,944		76,247,051

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months ended					Nine Months ended
(Dollars in thousands)	September 30, 2017			September 30, 2016		September 30, 2017		September 30, 2016
Net Income	$	36,479		30,957		101,421		90,090
Other Comprehensive (Loss) Income, Net of Tax
Unrealized (losses) gains on available-for-sale securities	(2,835		)	(9,945	)	17,172		30,614
Reclassification adjustment for (gains) losses included in net income	(77		)	594		519		651
Net unrealized (losses) gains on available-for-sale securities	(2,912		)	(9,351	)	17,691		31,265
Tax effect	1,129			3,624		(6,853	)	(12,111	)
Net of tax amount	(1,783		)	(5,727	)	10,838		19,154
Unrealized gains (losses) on derivatives used for cash flow hedges	45			1,959		(1,799	)	(11,989	)
Reclassification adjustment for losses included in net income	1,182			1,555		3,776		4,962
Net unrealized gains (losses) on derivatives used for cash flow hedges	1,227			3,514		1,977		(7,027	)
Tax effect	(476		)	(1,362	)	(766	)	2,722
Net of tax amount	751			2,152		1,211		(4,305	)
Total other comprehensive (loss) income, net of tax	(1,032		)	(3,575	)	12,049		14,849
Total Comprehensive Income	$	35,447		27,382		113,470		104,939

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months ended September 30, 2017 and 2016



(Dollars in thousands, except per share data)	Common Stock			Paid-in Capital		Retained Earnings Substantially Restricted		Accumulated Other Compre- hensive Income (Loss)
(Dollars in thousands, except per share data)	Shares	Amount		Paid-in Capital		Retained Earnings Substantially Restricted		Accumulated Other Compre- hensive Income (Loss)		Total
Balance at December 31, 2015	76,086,288	$	761	736,368		337,532		1,989		1,076,650
Comprehensive income	—	—		—		90,090		14,849		104,939
Cash dividends declared ($0.60 per share)	—	—		—		(45,909	)	—		(45,909	)
Stock issued in connection with acquisition	349,545	3		10,462		—		—		10,465
Stock issuances under stock incentive plans	89,569	1		(1	)	—		—		—
Stock-based compensation and related taxes	—	—		1,634		—		—		1,634
Balance at September 30, 2016	76,525,402	$	765	748,463		381,713		16,838		1,147,779
Balance at December 31, 2016	76,525,402	$	765	749,107		374,379		(7,382	)	1,116,869
Comprehensive income	—	—		—		101,421		12,049		113,470
Cash dividends declared ($0.93 per share)	—	—		—		(72,427	)	—		(72,427	)
Stock issued in connection with acquisition	1,381,661	14		46,659		—		—		46,673
Stock issuances under stock incentive plans	99,893	1		(1	)	—		—		—
Stock-based compensation and related taxes	—	—		1,616		—		—		1,616
Balance at September 30, 2017	78,006,956	$	780	797,381		403,373		4,667		1,206,201

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months ended
(Dollars in thousands)	September 30, 2017			September 30, 2016
Operating Activities
Net income	$	101,421		90,090
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	7,938			1,194
Net amortization of investment securities premiums and discounts	16,265			19,990
Net accretion of purchase accounting adjustments	(4,534		)	(1,413	)
Loans held for sale originated or acquired	(672,055		)	(789,605	)
Proceeds from sales of loans held for sale	730,082			816,236
Gain on sale of loans	(23,031		)	(23,841	)
Loss on sale of investments	545			706
Bank-owned life insurance income, net	(1,032		)	(814	)
Stock-based compensation	3,129			2,225
Net tax benefits from stock-based compensation	(1,680		)	(793	)
Depreciation of premises and equipment	10,989			11,440
Gain on sale of other real estate owned and write-downs, net	(1,808		)	(103	)
Amortization of core deposit intangibles	1,880			2,362
Amortization of investments in variable interest entities	3,581			1,745
Net increase in accrued interest receivable	(3,564		)	(5,449	)
Net decrease in other assets	6,147			5,820
Net decrease in accrued interest payable	(431		)	(84	)
Net increase (decrease) in other liabilities	4,609			(1,182	)
Net cash provided by operating activities	178,451			128,524
Investing Activities
Sales of available-for-sale securities	247,748			20,539
Maturities, prepayments and calls of available-for-sale securities	347,450			527,596
Purchases of available-for-sale securities	(28,301		)	(217,261	)
Maturities, prepayments and calls of held-to-maturity securities	18,910			21,965
Purchases of held-to-maturity securities	—			(1,222	)
Principal collected on loans	1,472,757			1,276,078
Loans originated or acquired	(2,022,508		)	(1,755,185	)
Net additions to premises and equipment	(7,682		)	(6,893	)
Proceeds from sale of other real estate owned	11,812			8,793
Proceeds from sale of non-marketable equity securities	47,805			69,607
Purchases of non-marketable equity securities	(42,598		)	(61,999	)
Proceeds from bank-owned life insurance	437			294
Investments in variable interest entities	(16,541		)	(3,751	)
Net cash (paid) received in acquisitions	(4,091		)	6,701
Net cash provided by (used in) investing activities	25,198			(114,738	)

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



	Nine Months ended
(Dollars in thousands)	September 30, 2017			September 30, 2016
Financing Activities
Net increase in deposits	$	98,013		305,035
Net decrease in securities sold under agreements to repurchase	(20,054		)	(22,171	)
Net decrease in short-term Federal Home Loan Bank advances	(62,800		)	(140,000	)
Proceeds from long-term Federal Home Loan Bank advances	150,000			—
Repayments of long-term Federal Home Loan Bank advances	(208,097		)	(45,491	)
Net increase in other borrowed funds	3,803			994
Cash dividends paid	(95,332		)	(53,393	)
Tax withholding payments for stock-based compensation	(1,513		)	(600	)
Net cash (used in) provided by financing activities	(135,980		)	44,374
Net increase in cash and cash equivalents	67,669			58,160
Cash and cash equivalents at beginning of period	152,541			193,253
Cash and cash equivalents at end of period	$	220,210		251,413
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$	23,223		22,506
Cash paid during the period for income taxes	29,315			25,254
Supplemental Disclosure of Non-Cash Investing Activities
Sale and refinancing of other real estate owned	$	531		611
Transfer of loans to other real estate owned	3,844			4,117
Dividends declared but not paid	232			15,409
Acquisitions
Fair value of common stock shares issued	46,673			10,465
Cash consideration for outstanding shares	17,342			3,475
Fair value of assets acquired	355,230			69,750
Liabilities assumed	321,824			62,225

See accompanying notes to unaudited condensed consolidated financial statements.

GLACIER BANCORP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Summary of Significant Accounting Policies

General

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

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial condition as of September 30, 2017, the results of operations and comprehensive income for the three and nine month periods ended September 30, 2017 and 2016, and changes in stockholders’ equity and cash flows for the nine month periods ended September 30, 2017 and 2016. The condensed consolidated statement of financial condition of the Company as of December 31, 2016 has been derived from the audited consolidated statements of the Company as of that date.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results anticipated for the year ending December 31, 2017.

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

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

Principles of Consolidation

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

The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The parent holding company also owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in non-marketable equity securities on the Company's statement of financial condition.

In April 2017, the Company completed its acquisition of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona (collectively, “Foothills”). In August 2016, the Company completed its acquisition of Treasure State Bank, a community bank based in Missoula, Montana. The transactions were accounted for using the acquisition method, and their results of operations have been included in the Company’s consolidated financial statements as of the acquisition dates.

Pending Acquisition

In June 2017, the Company announced the signing of a definitive agreement to acquire Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). Collegiate provides banking services to businesses and individuals in the Mountain and Front Range communities of Colorado, with banking offices located in Aurora, Buena Vista, Denver and Salida. As of September 30, 2017, Collegiate had total assets of $536,387,000, gross loans of $331,486,000 and total deposits of $460,380,000. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is expected to be completed during the first quarter of 2018. Upon closing of the transaction, Collegiate will be merged into Glacier Bank and will operate as a separate bank division under its existing name and management team.

Loans Receivable

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

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

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

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

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


•	reduction of the stated interest rate for the remaining term of the debt;


•	extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and


•	reduction of the face amount of the debt as stated in the debt agreements.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy customers who have the willingness and capacity for debt repayment. In determining whether non-restructured or unimpaired loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are impaired or are TDRs, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:


•	analysis of global, i.e., aggregate debt service for total debt obligations;


•	assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and


•	loan structures and related covenants.

For additional information relating to loans, see Note 3.

Allowance for Loan and Lease Losses

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

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

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

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

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

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

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

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

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

The changes in trends and conditions evaluated for each class within the loan portfolio include the following:


•	Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses;


•	Changes in global, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;


•	Changes in the nature and volume of the portfolio and in the terms of loans;


•	Changes in experience, ability, and depth of lending management and other relevant staff;


•	Changes in the volume and severity of past due and nonaccrual loans;


•	Changes in the quality of the Company’s loan review system;


•	Changes in the value of underlying collateral for collateral-dependent loans;


•	The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and


•	The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio.

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

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

Reclassifications

Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation.

Impact of Recent Authoritative Accounting Guidance

The Accounting Standards Codification^™ (“ASC”) is the Financial Accounting Standards Board’s (“FASB”) officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The following paragraphs provide descriptions of recently adopted or newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

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

In March 2017, FASB amended FASB ASC Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs. The amendments in the Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted and if adopted in an interim period, any adjustments should be reflected as of the beginning of the year that includes the interim period. The entity should apply the amendments on a modified retrospective basis through a cumulative-effective adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has premiums on debt securities that are currently being amortized to the maturity date, primarily in the state and local governments category. The Company is currently evaluating the amount of the premium associated with debt securities that will be impacted by the amendments, the impact the amendments will have to the Company’s financial position and results of operations, and whether it will early adopt. The accounting policies and procedures will be modified after the Company has fully evaluated the standard, although significant changes are not expected.

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

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

In March 2016, FASB amended FASB ASC Topic 718, Compensation - Stock Compensation. The amendments in this Update address certain aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of awards on the statement of cash flows. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2016 and the Company adopted the amendments as of January 1, 2017. The amendments require entities to recognize all income tax effects related to share-based payment awards in the statement of operations when the awards vest or are settled. Previously, income tax benefits at the settlement of awards were reported as increases (or decreases) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits recognized in earnings during the awards’ vesting periods. Such amounts are to be classified as an operating activity in the statement of cash flows instead of the prior accounting treatment, which required it to be classified as both an operating and a financing activity. The Company has elected to apply this classification change on a retrospective basis. Also in connection with the adoption of the Update, the Company has elected to change its accounting policy to recognize forfeitures as they occur. The requirement to report income tax effects in earnings has been applied to the settlement of awards on a prospective basis and the impact of applying the guidance reduced reported income tax expense for the nine month period ended September 30, 2017 by $555,000, or approximately $0.01 per diluted common share. The implementation of the remaining provisions of the Update did not have a significant impact on the Company’s consolidated financial statements.

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

In January 2016, FASB amended FASB ASC Topic 825, Financial Instruments. The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2017. Early adoption is only permitted under certain circumstances outlined in the amendments. A reporting entity should apply the amendments by means of a cumulative-effect adjustment to the Company’s statement of financial condition as of the beginning of the reporting year of adoption. The amendments will impact the Company in a few areas including requiring equity investments (with certain exclusions) to be measured at fair value with the changes recognized in net income, requirement to utilize an exit price when measuring the fair value of financial instruments, additional disclosures related to other comprehensive income, evaluation of a valuation allowance on a deferred tax asset related to available-for-sale investment securities in combination with the entity’s other deferred tax assets, and other disclosure changes. The Company is currently evaluating the impact of these amendments, but does not expect them to have a material material effect on the Company’s financial position or results of operations since it does not have a material amount of equity securities or a valuation allowance. However, the amendments will have an impact on certain items that are disclosed at fair value that are not currently utilizing the exit price notion when measuring fair value. As of September 30, 2017, the Company cannot quantify the change in the fair value of such disclosures since the Company is currently evaluating the full impact of the Update. The Company is actively developing appropriate procedures and processes to comply with the disclosure requirements of such amendments. The current accounting policies and procedures will be modified after the Company has fully evaluated the standard to comply with the accounting changes mentioned above.

In May 2014, FASB amended FASB ASC Topic 606, Revenue from Contracts with Customers. The amendments clarify the principles for recognizing revenue and develop a common revenue standard among industries. The new guidance establishes the following core principle: recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. Five steps are provided for a company or organization to follow to achieve such core principle. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The entity should apply the amendments using one of two retrospective methods described in the amendment. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606) delayed the effective date for public entities to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Several subsequent amendments have been issued that provide clarifying guidance and are effective with the adoption of the original Update. The Company continues to evaluate the standard and the impact of these amendments, although it doesn’t expect the amendments to have a significant impact to the Company’s financial position, results of operation, or disclosures. The amendments could potentially impact the accounting procedures and processes over the recognition of certain revenue sources, including, but not limited to, non-interest income. The Company is actively documenting its evaluation of the standard and developing processes and procedures to ensure it is fully compliant with these amendments at the date of adoption.

Note 2. Investment Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s investment securities:



	September 30, 2017
	Amortized Cost		Gross Unrealized			Fair Value
(Dollars in thousands)	Amortized Cost		Gains	Losses		Fair Value
Available-for-sale
U.S. government and federal agency	$	34,161	45	(160	)	34,046
U.S. government sponsored enterprises	19,178		100	(11	)	19,267
State and local governments	623,296		22,616	(3,939	)	641,973
Corporate bonds	248,865		1,281	(156	)	249,990
Residential mortgage-backed securities	837,808		3,703	(2,582	)	838,929
Commercial mortgage-backed securities	102,843		214	(745	)	102,312
Total available-for-sale	1,866,151		27,959	(7,593	)	1,886,517
Held-to-maturity
State and local governments	655,128		23,503	(7,433	)	671,198
Total held-to-maturity	655,128		23,503	(7,433	)	671,198
Total investment securities	$	2,521,279	51,462	(15,026	)	2,557,715



	December 31, 2016
	Amortized Cost		Gross Unrealized			Fair Value
(Dollars in thousands)	Amortized Cost		Gains	Losses		Fair Value
Available-for-sale
U.S. government and federal agency	$	39,554	15	(162	)	39,407
U.S. government sponsored enterprises	19,557		55	(42	)	19,570
State and local governments	775,395		20,941	(9,963	)	786,373
Corporate bonds	471,569		1,175	(793	)	471,951
Residential mortgage-backed securities	1,014,518		2,744	(9,747	)	1,007,515
Commercial mortgage-backed securities	102,209		30	(1,578	)	100,661
Total available-for-sale	2,422,802		24,960	(22,285	)	2,425,477
Held-to-maturity
State and local governments	675,674		21,400	(7,985	)	689,089
Total held-to-maturity	675,674		21,400	(7,985	)	689,089
Total investment securities	$	3,098,476	46,360	(30,270	)	3,114,566

The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity securities by contractual maturity at September 30, 2017. Actual maturities may differ from expected or contractual maturities since issuers have the right to prepay obligations with or without prepayment penalties.



	September 30, 2017
	Available-for-Sale			Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Due within one year	$	83,120	83,270	—	—
Due after one year through five years	248,611		250,105	1,697	1,756
Due after five years through ten years	225,885		235,110	72,217	74,597
Due after ten years	367,884		376,791	581,214	594,845
	925,500		945,276	655,128	671,198
Mortgage-backed securities ¹	940,651		941,241	—	—
Total	$	1,866,151	1,886,517	655,128	671,198

__________

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

Proceeds from sales and calls of investment securities and the associated gains and losses that have been included in earnings are listed below:



	Three Months ended					Nine Months ended
(Dollars in thousands)	September 30, 2017			September 30, 2016		September 30, 2017		September 30, 2016
Available-for-sale
Proceeds from sales and calls of investment securities	$	155,894		59,974		268,557		148,458
Gross realized gains ¹	278			366		3,345		1,309
Gross realized losses ¹	(201		)	(960	)	(3,864	)	(1,960	)
Held-to-maturity
Proceeds from calls of investment securities	3,675			340		18,910		21,965
Gross realized gains ¹	—			—		153		91
Gross realized losses ¹	—			—		(179	)	(146	)

__________

¹ The gain or loss on the sale or call of each investment security is determined by the specific identification method.

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



	September 30, 2017
	Less than 12 Months				12 Months or More			Total
(Dollars in thousands)	Fair Value		Unrealized Loss		Fair Value	Unrealized Loss		Fair Value	Unrealized Loss
Available-for-sale
U.S. government and federal agency	$	1,952	(18	)	13,548	(142	)	15,500	(160	)
U.S. government sponsored enterprises	3,460		(11	)	—	—		3,460	(11	)
State and local governments	76,806		(932	)	83,941	(3,007	)	160,747	(3,939	)
Corporate bonds	48,048		(150	)	3,270	(6	)	51,318	(156	)
Residential mortgage-backed securities	350,965		(2,102	)	38,751	(480	)	389,716	(2,582	)
Commercial mortgage-backed securities	58,628		(707	)	8,116	(38	)	66,744	(745	)
Total available-for-sale	$	539,859	(3,920	)	147,626	(3,673	)	687,485	(7,593	)
Held-to-maturity
State and local governments	$	10,683	(139	)	104,858	(7,294	)	115,541	(7,433	)
Total held-to-maturity	$	10,683	(139	)	104,858	(7,294	)	115,541	(7,433	)



	December 31, 2016
	Less than 12 Months				12 Months or More			Total
(Dollars in thousands)	Fair Value		Unrealized Loss		Fair Value	Unrealized Loss		Fair Value	Unrealized Loss
Available-for-sale
U.S. government and federal agency	$	6,718	(24	)	26,239	(138	)	32,957	(162	)
U.S. government sponsored enterprises	6,049		(42	)	—	—		6,049	(42	)
State and local governments	222,700		(4,949	)	81,783	(5,014	)	304,483	(9,963	)
Corporate bonds	174,821		(774	)	6,141	(19	)	180,962	(793	)
Residential mortgage-backed securities	688,811		(9,079	)	29,957	(668	)	718,768	(9,747	)
Commercial mortgage-backed securities	89,298		(1,578	)	—	—		89,298	(1,578	)
Total available-for-sale	$	1,188,397	(16,446	)	144,120	(5,839	)	1,332,517	(22,285	)
Held-to-maturity
State and local governments	$	117,912	(1,712	)	86,601	(6,273	)	204,513	(7,985	)
Total held-to-maturity	$	117,912	(1,712	)	86,601	(6,273	)	204,513	(7,985	)

Based on an analysis of its investment securities with unrealized losses as of September 30, 2017 and December 31, 2016, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the investment securities is expected to recover as payments are received and the securities approach maturity. At September 30, 2017, management determined that it did not intend to sell investment securities with unrealized losses, and there was no expected requirement to sell any of its investment securities with unrealized losses before recovery of their amortized cost.

Note 3. Loans Receivable, Net

The Company’s loan portfolio is comprised of three segments: residential real estate, commercial, and consumer and other loans. The loan segments are further disaggregated into the following classes: residential real estate, commercial real estate, other commercial, home equity and other consumer loans. The following table presents loans receivable for each portfolio class of loans:



	At or for the Nine Months ended			At or for the Year ended
(Dollars in thousands)	September 30, 2017			December 31, 2016
Residential real estate loans	$	734,242		674,347
Commercial loans
Real estate	3,503,976			2,990,141
Other commercial	1,575,514			1,342,250
Total	5,079,490			4,332,391
Consumer and other loans
Home equity	452,291			434,774
Other consumer	243,410			242,951
Total	695,701			677,725
Loans receivable	6,509,433			5,684,463
Allowance for loan and lease losses	(129,576		)	(129,572	)
Loans receivable, net	$	6,379,857		5,554,891
Net deferred origination (fees) costs included in loans receivable	$	(2,140	)	(1,228	)
Net purchase accounting (discounts) premiums included in loans receivable	$	(17,803	)	(12,144	)
Weighted-average interest rate on loans (tax-equivalent)	4.80		%	4.77	%

The following tables summarize the activity in the ALLL by portfolio segment:



	Three Months ended September 30, 2017
(Dollars in thousands)	Total			Residential Real Estate		Commercial Real Estate		Other Commercial		Home Equity		Other Consumer
Balance at beginning of period	$	129,877		11,522		68,503		36,984		7,662		5,206
Provision for loan losses	3,327			(10	)	2,214		696		(682	)	1,109
Charge-offs	(5,983		)	(44	)	(3,227	)	(374	)	(15	)	(2,323	)
Recoveries	2,355			12		735		514		16		1,078
Balance at end of period	$	129,576		11,480		68,225		37,820		6,981		5,070



	Three Months ended September 30, 2016
(Dollars in thousands)	Total			Residential Real Estate		Commercial Real Estate		Other Commercial		Home Equity		Other Consumer
Balance at beginning of period	$	132,386		13,666		66,809		37,031		8,629		6,251
Provision for loan losses	626			108		—		(1,033	)	561		990
Charge-offs	(2,800		)	(11	)	(55	)	(342	)	(693	)	(1,699	)
Recoveries	2,322			148		490		923		77		684
Balance at end of period	$	132,534		13,911		67,244		36,579		8,574		6,226



	Nine Months ended September 30, 2017
(Dollars in thousands)	Total			Residential Real Estate		Commercial Real Estate		Other Commercial		Home Equity		Other Consumer
Balance at beginning of period	$	129,572		12,436		65,773		37,823		7,572		5,968
Provision for loan losses	7,938			(946	)	6,403		551		(324	)	2,254
Charge-offs	(14,801		)	(87	)	(5,261	)	(1,855	)	(458	)	(7,140	)
Recoveries	6,867			77		1,310		1,301		191		3,988
Balance at end of period	$	129,576		11,480		68,225		37,820		6,981		5,070



	Nine Months ended September 30, 2016
(Dollars in thousands)	Total			Residential Real Estate		Commercial Real Estate		Other Commercial		Home Equity		Other Consumer
Balance at beginning of period	$	129,697		14,427		67,877		32,525		8,998		5,870
Provision for loan losses	1,194			(342	)	(3,490	)	3,407		215		1,404
Charge-offs	(5,332		)	(366	)	(342	)	(1,068	)	(891	)	(2,665	)
Recoveries	6,975			192		3,199		1,715		252		1,617
Balance at end of period	$	132,534		13,911		67,244		36,579		8,574		6,226

The following tables disclose the balance in the ALLL and the recorded investment in loans by portfolio segment:



	September 30, 2017
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Allowance for loan and lease losses
Individually evaluated for impairment	$	4,077	320	666	2,407	94	590
Collectively evaluated for impairment	125,499		11,160	67,559	35,413	6,887	4,480
Total allowance for loan and lease losses	$	129,576	11,480	68,225	37,820	6,981	5,070
Loans receivable
Individually evaluated for impairment	$	122,893	13,410	79,070	22,456	4,600	3,357
Collectively evaluated for impairment	6,386,540		720,832	3,424,906	1,553,058	447,691	240,053
Total loans receivable	$	6,509,433	734,242	3,503,976	1,575,514	452,291	243,410



	December 31, 2016
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Allowance for loan and lease losses
Individually evaluated for impairment	$	6,881	856	922	4,419	296	388
Collectively evaluated for impairment	122,691		11,580	64,851	33,404	7,276	5,580
Total allowance for loan and lease losses	$	129,572	12,436	65,773	37,823	7,572	5,968
Loans receivable
Individually evaluated for impairment	$	130,263	11,612	85,634	23,950	5,934	3,133
Collectively evaluated for impairment	5,554,200		662,735	2,904,507	1,318,300	428,840	239,818
Total loans receivable	$	5,684,463	674,347	2,990,141	1,342,250	434,774	242,951

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

The following tables disclose information related to impaired loans by portfolio segment:



	At or for the Three or Nine Months ended September 30, 2017
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Loans with a specific valuation allowance
Recorded balance	$	17,940	3,121	5,275	7,832	336	1,376
Unpaid principal balance	18,432		3,272	5,364	8,038	353	1,405
Specific valuation allowance	4,077		320	666	2,407	94	590
Average balance - three months	17,616		3,005	5,151	7,667	363	1,430
Average balance - nine months	19,310		2,916	6,177	8,550	402	1,265
Loans without a specific valuation allowance
Recorded balance	$	104,953	10,289	73,795	14,624	4,264	1,981
Unpaid principal balance	129,250		11,151	94,342	16,898	4,799	2,060
Average balance - three months	107,038		10,369	76,233	14,332	4,300	1,804
Average balance - nine months	109,355		9,937	77,286	15,199	5,026	1,907
Total
Recorded balance	$	122,893	13,410	79,070	22,456	4,600	3,357
Unpaid principal balance	147,682		14,423	99,706	24,936	5,152	3,465
Specific valuation allowance	4,077		320	666	2,407	94	590
Average balance - three months	124,654		13,374	81,384	21,999	4,663	3,234
Average balance - nine months	128,665		12,853	83,463	23,749	5,428	3,172



	At or for the Year ended December 31, 2016
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Loans with a specific valuation allowance
Recorded balance	$	22,128	2,759	9,129	8,814	334	1,092
Unpaid principal balance	22,374		2,825	9,130	8,929	345	1,145
Specific valuation allowance	6,881		856	922	4,419	296	388
Average balance	26,745		4,942	10,441	9,840	257	1,265
Loans without a specific valuation allowance
Recorded balance	$	108,135	8,853	76,505	15,136	5,600	2,041
Unpaid principal balance	131,059		9,925	94,180	17,724	7,120	2,110
Average balance	108,827		12,858	72,323	15,537	6,004	2,105
Total
Recorded balance	$	130,263	11,612	85,634	23,950	5,934	3,133
Unpaid principal balance	153,433		12,750	103,310	26,653	7,465	3,255
Specific valuation allowance	6,881		856	922	4,419	296	388
Average balance	135,572		17,800	82,764	25,377	6,261	3,370

Interest income recognized on impaired loans for the nine months ended September 30, 2017 and 2016 was not significant.

The following tables present an aging analysis of the recorded investment in loans by portfolio segment:



	September 30, 2017
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Accruing loans 30-59 days past due	$	22,567	459	12,806	5,959	1,805	1,538
Accruing loans 60-89 days past due	6,548		1,000	2,800	1,090	987	671
Accruing loans 90 days or more past due	3,944		420	—	3,261	200	63
Non-accrual loans	46,770		5,321	27,924	8,540	3,945	1,040
Total past due and non-accrual loans	79,829		7,200	43,530	18,850	6,937	3,312
Current loans receivable	6,429,604		727,042	3,460,446	1,556,664	445,354	240,098
Total loans receivable	$	6,509,433	734,242	3,503,976	1,575,514	452,291	243,410



	December 31, 2016
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
Accruing loans 30-59 days past due	$	20,599	6,338	5,079	5,388	2,439	1,355
Accruing loans 60-89 days past due	5,018		1,398	754	1,352	844	670
Accruing loans 90 days or more past due	1,099		266	145	283	191	214
Non-accrual loans	49,332		4,528	30,216	8,817	5,240	531
Total past due and non-accrual loans	76,048		12,530	36,194	15,840	8,714	2,770
Current loans receivable	5,608,415		661,817	2,953,947	1,326,410	426,060	240,181
Total loans receivable	$	5,684,463	674,347	2,990,141	1,342,250	434,774	242,951

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



	Three Months ended September 30, 2017
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
TDRs that occurred during the period
Number of loans	5		1	1	3	—	—
Pre-modification recorded balance	$	956	317	386	253	—	—
Post-modification recorded balance	$	956	317	386	253	—	—
TDRs that subsequently defaulted
Number of loans	—		—	—	—	—	—
Recorded balance	$	—	—	—	—	—	—



	Three Months ended September 30, 2016
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
TDRs that occurred during the period
Number of loans	5		—	4	1	—	—
Pre-modification recorded balance	$	7,781	—	7,014	767	—	—
Post-modification recorded balance	$	7,718	—	6,990	728	—	—
TDRs that subsequently defaulted
Number of loans	1		—	—	1	—	—
Recorded balance	$	5	—	—	5	—	—



	Nine Months ended September 30, 2017
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
TDRs that occurred during the period
Number of loans	22		4	7	8	2	1
Pre-modification recorded balance	$	22,912	652	13,003	9,069	178	10
Post-modification recorded balance	$	20,230	652	10,321	9,069	178	10
TDRs that subsequently defaulted
Number of loans	1		—	—	1	—	—
Recorded balance	$	18	—	—	18	—	—



	Nine Months ended September 30, 2016
(Dollars in thousands)	Total		Residential Real Estate	Commercial Real Estate	Other Commercial	Home Equity	Other Consumer
TDRs that occurred during the period
Number of loans	27		—	10	15	2	—
Pre-modification recorded balance	$	21,652	—	9,217	12,226	209	—
Post-modification recorded balance	$	21,613	—	9,193	12,211	209	—
TDRs that subsequently defaulted
Number of loans	9		—	1	2	—	6
Recorded balance	$	704	—	570	5	—	129

The modifications for the TDRs that occurred during the nine months ended September 30, 2017 and 2016 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.

In addition to the TDRs that occurred during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $5,152,000 and $4,967,000 for the nine months ended September 30, 2017 and 2016, respectively, for which other real estate owned (“OREO”) was received in full or partial satisfaction of the loans. The majority of such TDRs were in home equity and residential real estate for the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017 and December 31, 2016, the Company had $2,559,000 and $1,770,000, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At September 30, 2017 and December 31, 2016, the Company had $986,000 and $2,699,000, respectively, of OREO secured by residential real estate properties.

Note 4. Goodwill

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



	Three Months ended			Nine Months ended
(Dollars in thousands)	September 30, 2017		September 30, 2016	September 30, 2017	September 30, 2016
Net carrying value at beginning of period	$	177,811	140,638	147,053	140,638
Acquisitions and adjustments	—		6,415	30,758	6,415
Net carrying value at end of period	$	177,811	147,053	177,811	147,053

The gross carrying value of goodwill and the accumulated impairment charge consists of the following:



(Dollars in thousands)	September 30, 2017			December 31, 2016
Gross carrying value	$	217,970		187,212
Accumulated impairment charge ¹	(40,159		)	(40,159	)
Net carrying value	$	177,811		147,053

__________

¹A goodwill impairment charge was recognized in 2011 and was due to high levels of volatility and dislocation in bank stock prices nationwide.

The Company performed its annual goodwill impairment test during the third quarter of 2017 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future.

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

Note 5. Variable Interest Entities

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

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

Consolidated Variable Interest Entities

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

The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company.



(Dollars in thousands)	September 30, 2017		December 31, 2016
Assets
Loans receivable	$	57,796	36,950
Accrued interest receivable	93		120
Other assets	3,261		1,984
Total assets	$	61,150	39,054
Liabilities
Other borrowed funds	$	7,964	4,105
Accrued interest payable	15		2
Other liabilities	6		27
Total liabilities	$	7,985	4,134

Unconsolidated Variable Interest Entities

The Company has equity investments in Low-Income Housing Tax Credit (“LIHTC”) partnerships with carrying values of $8,127,000 and $7,282,000 as of September 30, 2017 and December 31, 2016, respectively. The LIHTCs are indirect federal subsidies to finance low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten consecutive years. To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen-year period. The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. Total unfunded contingent commitments related to the Company’s LIHTC investments totaled $23,283,000 at September 30, 2017, of which $14,947,000 is expected to be fulfilled in 2017 and $8,336,000 is expected to be fulfilled in 2018. There were no impairment losses on the Company’s LIHTC investments during the nine months ended September 30, 2017.

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



	Three Months ended			Nine Months ended
(Dollars in thousands)	September 30, 2017		September 30, 2016	September 30, 2017	September 30, 2016
Amortization expense	$	682	258	1,825	867
Tax credits and other tax benefits recognized	1,040		322	2,792	1,145

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

Note 6. Securities Sold Under Agreements to Repurchase

The Company’s securities sold under agreements to repurchase (“repurchase agreements”) totaled $453,596,000 and $473,650,000 at September 30, 2017 and December 31, 2016, respectively, and are secured by investment securities with carrying values of $528,791,000 and $472,239,000, respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate.

The following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and category of collateral:



	September 30, 2017
	Remaining Contractual Maturity of the Agreements
(Dollars in thousands)	Overnight and Continuous		Up to 30 Days	Total
U.S. government and federal agency	$	4,261	—	4,261
Residential mortgage-backed securities	438,872		—	438,872
Commercial mortgage-backed securities	10,463		—	10,463
Total	$	453,596	—	453,596



	December 31, 2016
	Remaining Contractual Maturity of the Agreements
(Dollars in thousands)	Overnight and Continuous		Up to 30 Days	Total
Residential mortgage-backed securities	$	471,706	643	472,349
Commercial mortgage-backed securities	1,301		—	1,301
Total	$	473,007	643	473,650

Note 7. Derivatives and Hedging Activities

As of September 30, 2017, the Company’s interest rate swap derivative financial instruments were designated as cash flow hedges and are summarized as follows:



(Dollars in thousands)	Forecasted Notional Amount		Variable Interest Rate ¹	Fixed Interest Rate ¹		Payment Term
Interest rate swap	$	160,000	3 month LIBOR	3.378	%	Oct. 21, 2014 - Oct. 21, 2021
Interest rate swap	100,000		3 month LIBOR	2.498	%	Nov. 30, 2015 - Nov. 30, 2022

__________

¹ The Company pays the fixed interest rate and the counterparty pays the Company the variable interest rate.

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

The interest rate swaps with the $160,000,000 and $100,000,000 notional amounts began their payment terms in October 2014 and November 2015, respectively. The Company designated wholesale deposits and Federal Home Loan Bank (“FHLB”) advances as the cash flow hedge and these hedged items were determined to be fully effective during the current and prior year. As such, no amount of ineffectiveness has been included in the Company’s statements of operations for the nine months ended September 30, 2017 and 2016. Therefore, the aggregate fair value of the interest rate swaps was recorded in other liabilities with changes recorded in other comprehensive income (“OCI”). The Company expects the hedges to remain highly effective during the remaining terms of the interest rate swaps. Interest expense recorded on the interest rate swaps totaled $5,993,000 and $6,015,000 for the nine months ended September 30, 2017 and 2016, respectively, and is reported as a component of interest expense on deposits and FHLB advances. Unless the interest rate swaps are terminated during the next year, the Company expects $4,494,000 of the unrealized loss reported in other comprehensive income at September 30, 2017 to be reclassified to interest expense during the next twelve months.

The following table presents the pre-tax gains or losses recorded in accumulated other comprehensive income and the Company’s statements of operations relating to the interest rate swap derivative financial instruments:



	Three Months ended					Nine Months ended
(Dollars in thousands)	September 30, 2017			September 30, 2016		September 30, 2017		September 30, 2016
Interest rate swaps
Amount of gain (loss) recognized in OCI (effective portion)	$	45		1,959		(1,799	)	(11,989	)
Amount of loss reclassified from OCI to interest expense	(1,182		)	(1,555	)	(3,776	)	(4,962	)
Amount of loss recognized in other non-interest expense (ineffective portion)	—			—		—		—

The following table discloses the offsetting of financial liabilities and interest rate swap derivative liabilities. There were no interest rate swap derivative assets at the dates presented.



	September 30, 2017				December 31, 2016
(Dollars in thousands)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Financial Position	Net Amounts of Liabilities Presented in the Statements of Financial Position	Gross Amounts of Recognized Liabilities	Gross Amounts Offset in the Statements of Financial Position	Net Amounts of Liabilities Presented in the Statements of Financial Position
Interest rate swaps	$	12,748	—	12,748	14,725	—	14,725

Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparty in the form of investment securities totaling $25,122,000 at September 30, 2017. There was $0 collateral pledged from the counterparty to the Company as of September 30, 2017. There is the possibility that the Company may need to pledge additional collateral in the future if there were declines in the fair value of the interest rate swap derivative financial instruments versus the collateral pledged.

Note 8. Other Expenses

Other expenses consists of the following:



	Three Months ended			Nine Months ended
(Dollars in thousands)	September 30, 2017		September 30, 2016	September 30, 2017	September 30, 2016
Debit card expenses	$	1,840	2,521	5,352	6,606
Consulting and outside services	1,247		1,516	3,651	3,840
Employee expenses	1,055		948	2,969	2,434
Telephone	988		976	2,899	2,881
VIE amortization and other expenses	1,041		773	2,453	1,814
Loan expenses	653		1,062	2,266	2,800
Postage	646		626	2,007	2,296
Printing and supplies	605		733	1,913	2,397
Accounting and audit fees	499		383	1,508	1,053
Business development	641		629	1,434	1,514
ATM expenses	641		250	1,335	768
Checking and operating expenses	564		742	1,291	2,434
Mergers and acquisition expenses	245		228	1,194	1,364
Legal fees	319		177	825	730
Other	1,214		848	3,026	2,705
Total other expenses	$	12,198	12,412	34,123	35,636

Note 9. Accumulated Other Comprehensive Income (Loss)

The following table illustrates the activity within accumulated other comprehensive income (loss) by component, net of tax:



(Dollars in thousands)	Gains on Available-For-Sale Securities		Losses on Derivatives Used for Cash Flow Hedges		Total
Balance at December 31, 2015	$	13,935	(11,946	)	1,989
Other comprehensive income (loss) before reclassifications	18,755		(7,344	)	11,411
Amounts reclassified from accumulated other comprehensive income	399		3,039		3,438
Net current period other comprehensive income (loss)	19,154		(4,305	)	14,849
Balance at September 30, 2016	$	33,089	(16,251	)	16,838
Balance at December 31, 2016	$	1,639	(9,021	)	(7,382	)
Other comprehensive income (loss) before reclassifications	10,520		(1,102	)	9,418
Amounts reclassified from accumulated other comprehensive income	318		2,313		2,631
Net current period other comprehensive income	10,838		1,211		12,049
Balance at September 30, 2017	$	12,477	(7,810	)	4,667

Note 10. Earnings Per Share

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

Basic and diluted earnings per share has been computed based on the following:



	Three Months ended			Nine Months ended
(Dollars in thousands, except per share data)	September 30, 2017		September 30, 2016	September 30, 2017	September 30, 2016
Net income available to common stockholders, basic and diluted	$	36,479	30,957	101,421	90,090
Average outstanding shares - basic	78,004,450		76,288,640	77,379,514	76,195,550
Add: dilutive restricted stock awards	61,492		62,233	63,430	51,501
Average outstanding shares - diluted	78,065,942		76,350,873	77,442,944	76,247,051
Basic earnings per share	$	0.47	0.40	1.31	1.18
Diluted earnings per share	$	0.47	0.40	1.31	1.18

There were 0 and 10,677 restricted stock awards excluded from the diluted average outstanding share calculation for the nine months ended September 30, 2017 and 2016, respectively. Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock award exceeds the market price of the Company’s stock.

Note 11. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

Level 1 Quoted prices in active markets for identical assets or liabilities


Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities


Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the nine month periods ended September 30, 2017 and 2016.

Recurring Measurements

The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2017.

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

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

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

The following tables disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis:



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Fair Value September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Investment securities, available-for-sale
U.S. government and federal agency	$	34,046	—	34,046	—
U.S. government sponsored enterprises	19,267		—	19,267	—
State and local governments	641,973		—	641,973	—
Corporate bonds	249,990		—	249,990	—
Residential mortgage-backed securities	838,929		—	838,929	—
Commercial mortgage-backed securities	102,312		—	102,312	—
Total assets measured at fair value on a recurring basis	$	1,886,517	—	1,886,517	—
Interest rate swaps	$	12,748	—	12,748	—
Total liabilities measured at fair value on a recurring basis	$	12,748	—	12,748	—



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Fair Value December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Investment securities, available-for-sale
U.S. government and federal agency	$	39,407	—	39,407	—
U.S. government sponsored enterprises	19,570		—	19,570	—
State and local governments	786,373		—	786,373	—
Corporate bonds	471,951		—	471,951	—
Residential mortgage-backed securities	1,007,515		—	1,007,515	—
Commercial mortgage-backed securities	100,661		—	100,661	—
Total assets measured at fair value on a recurring basis	$	2,425,477	—	2,425,477	—
Interest rate swaps	$	14,725	—	14,725	—
Total liabilities measured at fair value on a recurring basis	$	14,725	—	14,725	—

Non-recurring Measurements

The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2017.

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

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

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

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



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Fair Value September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Other real estate owned	$	1,616	—	—	1,616
Collateral-dependent impaired loans, net of ALLL	6,442		—	—	6,442
Total assets measured at fair value on a non-recurring basis	$	8,058	—	—	8,058



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Fair Value December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Other real estate owned	$	7,839	—	—	7,839
Collateral-dependent impaired loans, net of ALLL	5,664		—	—	5,664
Total assets measured at fair value on a non-recurring basis	$	13,503	—	—	13,503

Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)

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



	Fair Value September 30, 2017		Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)	Fair Value September 30, 2017		Valuation Technique	Unobservable Input	Range (Weighted-Average) ¹
Other real estate owned	$	1,616	Sales comparison approach	Selling costs	8.0% - 10.0% (9.3%)
Collateral-dependent impaired loans, net of ALLL	$	17	Cost approach	Selling costs	20.0% - 20.0% (20.0%)
	3,020		Sales comparison approach	Selling costs	6.0% - 10.0% (9.2%)
	3,405		Combined approach	Selling costs	10.0% - 10.0% (10.0%)
				Adjustment to comparables	20.0% - 20.0% (20.0%)
	$	6,442



	Fair Value December 31, 2016		Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)	Fair Value December 31, 2016		Valuation Technique	Unobservable Input	Range (Weighted-Average) ¹
Other real estate owned	$	7,767	Sales comparison approach	Selling costs	6.0% - 10.0% (6.9%)
				Adjustment to comparables	0.0% - 10.0% (0.1%)
	72		Combined approach	Selling costs	10.0% - 10.0% (10.0%)
				Adjustment to comparables	10.0% - 10.0% (10.0%)
	$	7,839
Collateral-dependent impaired loans, net of ALLL	$	110	Cost approach	Selling costs	6.0% - 20.0% (6.6%)
	1,982		Sales comparison approach	Selling costs	8.0% - 10.0% (9.6%)
	3,572		Combined approach	Selling costs	10.0% - 10.0% (10.0%)
				Adjustment to comparables	20.0% - 20.0% (20.0%)
	$	5,664

__________

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

Fair Value of Financial Instruments

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

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

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

Loans held for sale: fair value is estimated at book value.

Loans receivable, net of ALLL: fair value is estimated by discounting the future cash flows using the rates at which similar notes would be written for the same remaining maturities. The market rates used are based on current rates the Company would impose for similar loans and reflect a market participant assumption about risks associated with non-performance, illiquidity, and the structure and term of the loans along with local economic and market conditions. Estimated fair value of impaired loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All impaired loans are classified as Level 3 and all other loans are classified as Level 2 within the valuation hierarchy.

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

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

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

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

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

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

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

Off-balance sheet financial instruments: commitments to extend credit and letters of credit represent the principal categories of off-balance sheet financial instruments. Rates for these commitments are set at time of loan closing, such that no adjustment is necessary to reflect these commitments at market value. The Company has an insignificant amount of off-balance sheet financial instruments.

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



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Carrying Amount September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Financial assets
Cash and cash equivalents	$	220,210	220,210	—	—
Investment securities, available-for-sale	1,886,517		—	1,886,517	—
Investment securities, held-to-maturity	655,128		—	671,198	—
Loans held for sale	48,709		48,709	—	—
Loans receivable, net of ALLL	6,379,857		—	6,172,843	118,816
Accrued interest receivable	50,492		50,492	—	—
Non-marketable equity securities	21,890		—	21,890	—
Total financial assets	$	9,262,803	319,411	8,752,448	118,816
Financial liabilities
Deposits	$	7,767,154	6,735,130	1,035,141	—
FHLB advances	153,685		—	153,814	—
Repurchase agreements and other borrowed funds	461,839		—	461,839	—
Subordinated debentures	126,099		—	90,845	—
Accrued interest payable	3,154		3,154	—	—
Interest rate swaps	12,748		—	12,748	—
Total financial liabilities	$	8,524,679	6,738,284	1,754,387	—



			Fair Value Measurements At the End of the Reporting Period Using
(Dollars in thousands)	Carrying Amount December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Financial assets
Cash and cash equivalents	$	152,541	152,541	—	—
Investment securities, available-for-sale	2,425,477		—	2,425,477	—
Investment securities, held-to-maturity	675,674		—	689,089	—
Loans held for sale	72,927		72,927	—	—
Loans receivable, net of ALLL	5,554,891		—	5,380,286	123,382
Accrued interest receivable	45,832		45,832	—	—
Non-marketable equity securities	25,550		—	25,550	—
Total financial assets	$	8,952,892	271,300	8,520,402	123,382
Financial liabilities
Deposits	$	7,372,279	6,090,879	1,283,532	—
FHLB advances	251,749		—	257,643	—
Repurchase agreements and other borrowed funds	478,090		—	478,090	—
Subordinated debentures	125,991		—	85,557	—
Accrued interest payable	3,584		3,584	—	—
Interest rate swaps	14,725		—	14,725	—
Total financial liabilities	$	8,246,418	6,094,463	2,119,547	—

Note 12. Mergers and Acquisitions

On April 30, 2017, the Company acquired 100 percent of the outstanding common stock of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona. Foothills provides banking services to individuals and businesses in Arizona, with banking offices located in Yuma, Prescott and Casa Grande, Arizona. The acquisition expands the Company’s market into the state of Arizona and further diversifies the Company’s loan, customer and deposit base. Foothills merged into Glacier Bank and operates as a separate Bank division under its existing name and management team. The Foothills acquisition was valued at $64,015,000 and resulted in the Company issuing 1,381,661 shares of its common stock and $17,342,000 in cash in exchange for all of Foothills’ outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the April 30, 2017 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Foothills. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

The assets and liabilities of Foothills were recorded on the Company’s consolidated statements of financial condition at their estimated fair values as of the April 30, 2017 acquisition date and Foothills’ results of operations have been included in the Company’s consolidated statements of operations since that date.

The following table discloses the calculation of the fair value of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the Foothills acquisition:



(Dollars in thousands)	April 30, 2017
Fair value of consideration transferred
Fair value of Company shares issued, net of equity issuance costs	$	46,673
Cash consideration for outstanding shares	17,342
Contingent consideration	—
Total fair value of consideration transferred	64,015
Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents	13,251
Investment securities	25,420
Loans receivable	292,529
Core deposit intangible ¹	4,331
Accrued income and other assets	19,699
Total identifiable assets acquired	355,230
Liabilities assumed
Deposits	296,760
FHLB advances	22,800
Accrued expenses and other liabilities	2,264
Total liabilities assumed	321,824
Total identifiable net assets	33,406
Goodwill recognized	$	30,609

__________

¹ The core deposit intangible for this acquisition was determined to have an estimated life of 10 years.

The fair value of the Foothills assets acquired includes loans with fair values of $292,529,000 and the gross principal and contractual interest due under the Foothills contracts is $303,527,000. The Company evaluated the principal and contractual interest due at the acquisition date and determined that an insignificant amount is not expected to be collectible.

The Company incurred $877,000 of third-party acquisition-related costs in connection with the Foothills acquisition during the nine months ended September 30, 2017. The expenses are primarily included in other expense in the Company's consolidated statements of operations.

Total income consisting of net interest income and non-interest income of the acquired operations of Foothills was approximately $8,579,000 and net income was approximately $1,853,000 from April 30, 2017 to September 30, 2017. The following unaudited pro forma summary presents consolidated information of the Company as if the Foothills acquisition had occurred on January 1, 2016:



	Three Months ended			Nine Months ended
(Dollars in thousands)	September 30, 2017		September 30, 2016	September 30, 2017	September 30, 2016
Net interest income and non-interest income	$	119,997	110,969	345,068	324,277
Net income	36,479		32,217	99,231	93,005

Note 13. Subsequent Event

On October 26, 2017, the Company announced the signing of a definitive agreement to acquire Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). FSB provides banking services to individuals and businesses throughout Montana with banking offices located in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. As of September 30, 2017, FSB had total assets of $1,009,623,000, gross loans of $657,626,000 and total deposits of $873,572,000. Upon closing of the transaction, which is anticipated to take place in the first quarter of 2018, FSB will become a new Bank division headquartered in Bozeman. Big Sky Western Bank, the Bank’s existing Bozeman-based division will combine with the new FSB division. The agriculture-focused northern branches of FSB, located in the area known as the Golden Triangle, will combine with the Bank’s First Bank of Montana division.


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

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

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as applicable, in this report and the Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”), the following factors, among others, could cause actual results to differ materially from the anticipated results:


•	the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio;


•	changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability;


•	changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation and other third parties;


•	legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business;


•	ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations;


•	costs or difficulties related to the completion and integration of acquisitions;


•	the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;


•	reduced demand for banking products and services;


•	the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers;


•	competition among financial institutions in the Company's markets may increase significantly;


•	the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;


•	the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;


•	consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;


•	dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (“Bank”) divisions;


•	material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;


•	natural disasters, including fires, floods, earthquakes, and other unexpected events;


•	the Company’s success in managing risks involved in the foregoing; and


•	the effects of any reputational damage to the Company resulting from any of the foregoing.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights



	At or for the Three Months ended									At or for the Nine Months ended
(Dollars in thousands, except per share and market data)	Sep 30, 2017			Jun 30, 2017		Mar 31, 2017		Sep 30, 2016		Sep 30, 2017		Sep 30, 2016
Operating results
Net income	$	36,479		33,687		31,255		30,957		101,421		90,090
Basic earnings per share	$	0.47		0.43		0.41		0.40		1.31		1.18
Diluted earnings per share	$	0.47		0.43		0.41		0.40		1.31		1.18
Dividends declared per share ¹	$	0.51		0.21		0.21		0.20		0.93		0.60
Market value per share
Closing	$	37.76		36.61		33.93		28.52		37.76		28.52
High	$	37.76		36.72		38.03		29.99		38.03		29.99
Low	$	31.50		32.06		32.47		25.49		31.50		22.19
Selected ratios and other data
Number of common stock shares outstanding	78,006,956			78,001,890		76,619,952		76,525,402		78,006,956		76,525,402
Average outstanding shares - basic	78,004,450			77,546,236		76,572,116		76,288,640		77,379,514		76,195,550
Average outstanding shares - diluted	78,065,942			77,592,325		76,633,283		76,350,873		77,442,944		76,247,051
Return on average assets (annualized)	1.46		%	1.39	%	1.35	%	1.34	%	1.40	%	1.32	%
Return on average equity (annualized)	11.87		%	11.37	%	11.19	%	10.80	%	11.49	%	10.77	%
Efficiency ratio	53.44		%	52.89	%	55.57	%	55.84	%	53.92	%	56.15	%
Dividend payout ratio ¹	108.51		%	48.84	%	51.22	%	50.00	%	70.99	%	50.85	%
Loan to deposit ratio	84.43		%	81.86	%	78.91	%	77.53	%	84.43	%	77.53	%
Number of full time equivalent employees	2,250			2,265		2,224		2,207		2,250		2,207
Number of locations	145			145		142		142		145		142
Number of ATMs	200			199		195		200		200		200

_______

¹ Includes a special dividend declared of $0.30 per share for the three and nine months ended September 30, 2017.

The Company reported net income of $36.5 million for the current quarter, an increase of $5.5 million, or 18 percent, from the $31.0 million of net income for the prior year third quarter. Diluted earnings per share for the current quarter was $0.47 per share, an increase of $0.07, or 18 percent, from the prior year third quarter diluted earnings per share of $0.40. Included in the current quarter was $245 thousand of acquisition-related expenses.

Net income for the nine months ended September 30, 2017 was $101.4 million, an increase of $11.3 million, or 13 percent, from the $90.1 million of net income for the first nine months of the prior year. Diluted earnings per share for the first nine months of 2017 was $1.31 per share, an increase of $0.13, or 11 percent, from the diluted earnings per share of $1.18 for the same period in the prior year.

Acquisitions

On October 26, 2017, the Company announced the signing of a definitive agreement to acquire Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). FSB provides banking services to individuals and businesses throughout Montana with banking offices located in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. As of September 30, 2017, FSB had total assets of $1.010 billion, gross loans of $658 million and total deposits of $874 million. Upon closing of the transaction, which is anticipated to take place in the first quarter of 2018, FSB will become a new Bank division headquartered in Bozeman. Big Sky Western Bank, the Bank’s existing Bozeman-based division will combine with the new FSB division. The agriculture-focused northern branches of FSB, located in the area known as the Golden Triangle, will combine with the Bank’s First Bank of Montana division.

On June 6, 2017, the Company announced the signing of a definitive agreement to acquire Columbine Capital Corp., the holding company for Collegiate Peaks Bank, a community bank in Buena Vista, Colorado (collectively, “Collegiate”). As of September 30, 2017, Collegiate had total assets of $536 million, gross loans of $331 million and total deposits of $460 million. The acquisition marks the Company’s 19th acquisition since 2000, its eighth transaction in the past five years, and its fourth transaction in the state of Colorado. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is expected to be completed during the first quarter of 2018. Upon closing of the transaction, Collegiate will be merged into Glacier Bank and will operate as a separate Bank division under its existing name and management team.

On April 30, 2017, the Company completed the acquisition of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank (collectively, “Foothills”), which resulted in goodwill of $30.6 million. The Company’s results of operations and financial condition include the acquisition of Foothills from the acquisition date. For additional information regarding this acquisition, see Note 12 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.” The following table provides information on the fair value of selected classifications of Foothills’ assets and liabilities acquired:



(Dollars in thousands)	April 30, 2017
Total assets	$	385,839
Investment securities	25,420
Loans receivable	292,529
Non-interest bearing deposits	97,527
Interest bearing deposits	199,233
Federal Home Loan Bank advances	22,800

Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:



										$ Change from
(Dollars in thousands)	Sep 30, 2017			Jun 30, 2017		Dec 31, 2016		Sep 30, 2016		Jun 30, 2017		Dec 31, 2016		Sep 30, 2016
Cash and cash equivalents	$	220,210		237,590		152,541		251,413		(17,380	)	67,669		(31,203	)
Investment securities, available-for-sale	1,886,517			2,142,472		2,425,477		2,292,079		(255,955	)	(538,960	)	(405,562	)
Investment securities, held-to-maturity	655,128			659,347		675,674		679,707		(4,219	)	(20,546	)	(24,579	)
Total investment securities	2,541,645			2,801,819		3,101,151		2,971,786		(260,174	)	(559,506	)	(430,141	)
Loans receivable
Residential real estate	734,242			712,726		674,347		696,817		21,516		59,895		37,425
Commercial real estate	3,503,976			3,393,753		2,990,141		2,919,415		110,223		513,835		584,561
Other commercial	1,575,514			1,549,067		1,342,250		1,303,241		26,447		233,264		272,273
Home equity	452,291			445,245		434,774		435,935		7,046		17,517		16,356
Other consumer	243,410			244,971		242,951		240,554		(1,561	)	459		2,856
Loans receivable	6,509,433			6,345,762		5,684,463		5,595,962		163,671		824,970		913,471
Allowance for loan and lease losses	(129,576		)	(129,877	)	(129,572	)	(132,534	)	301		(4	)	2,958
Loans receivable, net	6,379,857			6,215,885		5,554,891		5,463,428		163,972		824,966		916,429
Other assets	656,890			644,200		642,017		630,248		12,690		14,873		26,642
Total assets	$	9,798,602		9,899,494		9,450,600		9,316,875		(100,892	)	348,002		481,727

The Company is managing its asset size to stay below $10 billion through the remainder of the current year to delay the impact of the Durbin Amendment for one additional year. The Company is accomplishing this strategy by paying down borrowings and wholesale deposits with cash flow from investment securities and the excess cash was redoployed into the higher yielding loan portfolio. The Durbin Amendment, which was passed as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), establishes limits on the amount of interchange fees that can be charged to merchants for debit card processing and will reduce the Company’s service charges fee income in the future.

Total investment securities of $2.542 billion at September 30, 2017 decreased $260 million, or 9 percent, during the current quarter and decreased $430 million, or 14 percent, from the prior year third quarter. Investment securities represented 26 percent of total assets at September 30, 2017 compared to 33 percent of total assets at December 31, 2016 and 32 percent of total assets at September 30, 2016.

The Company experienced another strong quarter for loan growth with an increase of $164 million, or 10 percent annualized, during the current quarter. The loan category with the largest increase was commercial real estate loans which increased $110 million, or 3 percent. Excluding the Foothills acquisition, the loan portfolio increased $621 million, or 11 percent, since September 30, 2016 with the primary increases coming from growth in commercial real estate and other commercial loans of $354 million and $244 million, respectively.

Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:



						$ Change from
(Dollars in thousands)	Sep 30, 2017		Jun 30, 2017	Dec 31, 2016	Sep 30, 2016	Jun 30, 2017		Dec 31, 2016		Sep 30, 2016
Deposits
Non-interest bearing deposits	$	2,355,983	2,234,058	2,041,852	2,098,747	121,925		314,131		257,236
NOW and DDA accounts	1,733,353		1,717,351	1,588,550	1,514,330	16,002		144,803		219,023
Savings accounts	1,081,056		1,059,717	996,061	938,547	21,339		84,995		142,509
Money market deposit accounts	1,564,738		1,608,994	1,464,415	1,442,602	(44,256	)	100,323		122,136
Certificate accounts	846,005		886,504	948,714	975,521	(40,499	)	(102,709	)	(129,516	)
Core deposits, total	7,581,135		7,506,624	7,039,592	6,969,747	74,511		541,543		611,388
Wholesale deposits	186,019		291,339	332,687	339,572	(105,320	)	(146,668	)	(153,553	)
Deposits, total	7,767,154		7,797,963	7,372,279	7,309,319	(30,809	)	394,875		457,835
Securities sold under agreements to repurchase	453,596		451,050	473,650	401,243	2,546		(20,054	)	52,353
Federal Home Loan Bank advances	153,685		211,505	251,749	211,833	(57,820	)	(98,064	)	(58,148	)
Other borrowed funds	8,243		5,817	4,440	5,956	2,426		3,803		2,287
Subordinated debentures	126,099		126,063	125,991	125,956	36		108		143
Other liabilities	83,624		97,139	105,622	114,789	(13,515	)	(21,998	)	(31,165	)
Total liabilities	$	8,592,401	8,689,537	8,333,731	8,169,096	(97,136	)	258,670		423,305

Core deposits increased $74.5 million, or 1 percent, from the prior quarter, with the largest increase in non-interest bearing deposits which increased $121.9 million, or 5 percent. As part of the strategy to stay below $10 billion in total assets, the Company reduced the amount of wholesale deposits during the current quarter which decreased $105 million, or 36 percent, over the prior quarter. Excluding the Foothills acquisition, core deposits increased $315 million, or 5 percent, from September 30, 2016.

Securities sold under agreements to repurchase (“repurchase agreements”) of $454 million at September 30, 2017 increased $2.5 million, or 1 percent, from the prior quarter and increased $52.4 million, or 13 percent, from the prior year third quarter. Federal Home Loan Bank (“FHLB”) advances of $154 million at September 30, 2017 decreased $57.8 million from the prior quarter as a result of the Company prepaying $50 million of higher cost advances.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:



										$ Change from
(Dollars in thousands, except per share data)	Sep 30, 2017			Jun 30, 2017		Dec 31, 2016		Sep 30, 2016		Jun 30, 2017		Dec 31, 2016		Sep 30, 2016
Common equity	$	1,201,534		1,204,258		1,124,251		1,130,941		(2,724	)	77,283		70,593
Accumulated other comprehensive (loss) income	4,667			5,699		(7,382	)	16,838		(1,032	)	12,049		(12,171	)
Total stockholders’ equity	1,206,201			1,209,957		1,116,869		1,147,779		(3,756	)	89,332		58,422
Goodwill and core deposit intangible, net	(192,609		)	(193,249	)	(159,400	)	(160,008	)	640		(33,209	)	(32,601	)
Tangible stockholders’ equity	$	1,013,592		1,016,708		957,469		987,771		(3,116	)	56,123		25,821



Stockholders’ equity to total assets	12.31		%	12.22	%	11.82	%	12.32	%
Tangible stockholders’ equity to total tangible assets	10.55		%	10.47	%	10.31	%	10.79	%
Book value per common share	$	15.46		15.51		14.59		15.00		(0.05	)	0.87	0.46
Tangible book value per common share	$	12.99		13.03		12.51		12.91		(0.04	)	0.48	0.08

Tangible stockholders’ equity of $1.014 billion at September 30, 2017 was stable compared to the prior quarter which was the result of the Company declaring a special and regular quarterly dividend which offset the current quarter net income. Tangible stockholders’ equity increased $25.8 million, or 3 percent, from a year ago, the result of earnings retention and $46.7 million of Company stock issued in connection with the Foothills acquisition; such increases more than offset the increase in goodwill and core deposit intangibles and the decrease in accumulated other comprehensive income. Tangible book value per common share at quarter end decreased $0.04 per share from the prior quarter and increased $0.08 per share from a year ago.

Cash Dividend

On September 11, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.21 per share and a special cash dividend of $0.30 per share. The quarterly dividend was payable September 28, 2017 to shareholders of record on September 21, 2017. The special dividend was payable September 29, 2017 to shareholders of record on September 22, 2017. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.

Operating Results for Three Months Ended September 30, 2017

Compared to June 30, 2017, March 31, 2017 and September 30, 2016

Income Summary

The following table summarizes revenue for the periods indicated:



	Three Months ended									$ Change from
(Dollars in thousands)	Sep 30, 2017			Jun 30, 2017		Mar 31, 2017		Sep 30, 2016		Jun 30, 2017		Mar 31, 2017	Sep 30, 2016
Net interest income
Interest income	$	96,464		94,032		87,628		85,944		2,432		8,836	10,520
Interest expense	7,652			7,774		7,366		7,318		(122	)	286	334
Total net interest income	88,812			86,258		80,262		78,626		2,554		8,550	10,186
Non-interest income
Service charges and other fees	17,307			17,495		15,633		16,307		(188	)	1,674	1,000
Miscellaneous loan fees and charges	1,211			1,092		980		1,195		119		231	16
Gain on sale of loans	9,141			7,532		6,358		9,592		1,609		2,783	(451	)
Gain (loss) on sale of investments	77			(522	)	(100	)	(594	)	599		177	671
Other income	3,449			2,059		2,818		1,793		1,390		631	1,656
Total non-interest income	31,185			27,656		25,689		28,293		3,529		5,496	2,892
	$	119,997		113,914		105,951		106,919		6,083		14,046	13,078
Net interest margin (tax-equivalent)	4.11		%	4.12	%	4.03	%	4.00	%

Net Interest Income

In the current quarter, interest income of $96.5 million increased $2.4 million, or 3 percent, from the prior quarter and increased $10.5 million, or 12 percent, over the prior year third quarter with both increases attributable to the increase in interest from commercial loans. Interest income on commercial loans increased $3.7 million, or 7 percent, from the prior quarter and increased $12.2 million, or 26 percent, from the prior year third quarter. As a result of the shrinking investment portfolio, interest income from investments decreased $1.4 million from the prior quarter and $1.8 million from the prior year third quarter.

The current quarter interest expense of $7.7 million decreased $122 thousand, or 2 percent, from the prior quarter and increased $334 thousand, or 5 percent, from the prior year third quarter. The total cost of funding (including non-interest bearing deposits) for the current quarter was 35 basis points compared to 37 basis points for the prior quarter and 37 basis points for the prior year third quarter.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 4.11 percent compared to 4.12 percent in the prior quarter. The 1 basis points decrease in the net interest margin was the result of a 3 basis point reduction on the earning asset yield which was partially offset by a 2 basis point reduction in cost of funds. The decrease in earning asset yield was primarily driven by the decrease in higher yielding securities and the decrease in cost of funds was driven by an increase in non-interest bearing deposits and a decrease in borrowings. The current quarter net interest margin increased 11 basis points over the prior year third quarter net interest margin of 4.00 percent, due to the remix of earning assets to higher yielding loans.

Non-interest Income

Non-interest income for the current quarter totaled $31.2 million, an increase of $3.5 million, or 13 percent, from the prior quarter and an increase of $2.9 million, or 10 percent, over the same quarter last year. Service charges and other fees of $17.3 million, decreased by $188 thousand, or 1 percent, from the prior quarter primarily from seasonal activity and increased $1.0 million, or 6 percent, from the prior year third quarter which was driven by the increased number of accounts. Gain on sale of loans for the current quarter increased $1.6 million, or 21 percent, from the prior quarter and decreased $451 thousand, or 5 percent, from the prior year third quarter. Other income of $3.4 million, increased $1.4 million, or 68 percent, over the prior quarter and increased $1.7 million, or 92 percent over the prior year third quarter principally due to the increase in gain on sale of other real estate owned (“OREO”). Gain on sale of OREO during the third quarter of 2017 was $1.5 million compared to $369 thousand in the prior quarter and $134 thousand in the prior year third quarter.

Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:



	Three Months ended					$ Change from
(Dollars in thousands)	Sep 30, 2017		Jun 30, 2017	Mar 31, 2017	Sep 30, 2016	Jun 30, 2017		Mar 31, 2017		Sep 30, 2016
Compensation and employee benefits	$	41,297	39,498	39,246	38,370	1,799		2,051		2,927
Occupancy and equipment	6,500		6,560	6,646	6,168	(60	)	(146	)	332
Advertising and promotions	2,239		2,169	1,973	2,098	70		266		141
Data processing	3,647		3,409	3,124	3,982	238		523		(335	)
Other real estate owned	817		442	273	215	375		544		602
Regulatory assessments and insurance	1,214		1,087	1,061	1,158	127		153		56
Core deposit intangibles amortization	640		639	601	777	1		39		(137	)
Other expenses	12,198		11,505	10,420	12,412	693		1,778		(214	)
Total non-interest expense	$	68,552	65,309	63,344	65,180	3,243		5,208		3,372

During 2016, the Company consolidated its Bank divisions’ individual core database systems into a single core database and re-issued debit cards with chip technology (the Core Consolidation Project or “CCP”). Expenses related to CCP were $1.4 million during the third quarter of 2016. Excluding CCP expenses, non-interest expense for the current quarter increased $4.8 million, or 7 percent, over the prior year third quarter.

Compensation and employee benefits for the current quarter increased $1.8 million, or 5 percent, from the prior quarter as a result of increased cost of benefits, the Foothills acquisition, and a reduction in deferred compensation from loan production. Compensation and employee benefits increased by $2.9 million, or 8 percent, from the prior year third quarter due to salary increases and the increased number of employees from acquisitions. Data processing expense increased $238 thousand, or 7 percent, from the prior quarter. Data processing expense decreased $335, or 8 percent, from the prior year third quarter as a result of decreased costs associated with CCP. Other expenses increased $693 thousand, or 6 percent from the prior quarter with changes in several categories. Other expense decreased $214 thousand, or 2 percent, from the prior year third quarter as a result of decreased costs associated with CCP.

Efficiency Ratio

The current quarter efficiency ratio was 53.44 percent, a 55 basis points increase from the prior quarter efficiency ratio of 52.89 percent which was the result of an increase in operating expenses that outpaced the increase in net interest income and non-interest income. The current quarter efficiency ratio decreased 240 basis points from the prior year third quarter ratio of 55.84 percent and was attributable to the increase in net interest income primarily due to higher interest income on commercial loans.

Provision for Loan Losses

The following table summarizes the provision for loan losses, net charge-offs and select ratios relating to the provision for loan losses for the previous eight quarters:



(Dollars in thousands)	Provision for Loan Losses		Net Charge-Offs (Recoveries)			Allowance for Loan and Lease Losses as a Percent of Loans		Accruing Loans 30-89 Days Past Due as a Percent of Loans		Non-Performing Assets to Total Sub-sidiary Assets
Third quarter 2017	$	3,327	$	3,628		1.99	%	0.45	%	0.67	%
Second quarter 2017	3,013		2,362			2.05	%	0.49	%	0.70	%
First quarter 2017	1,598		1,944			2.20	%	0.67	%	0.75	%
Fourth quarter 2016	1,139		4,101			2.28	%	0.45	%	0.76	%
Third quarter 2016	626		478			2.37	%	0.49	%	0.84	%
Second quarter 2016	—		(2,315		)	2.46	%	0.44	%	0.82	%
First quarter 2016	568		194			2.50	%	0.46	%	0.88	%
Fourth quarter 2015	411		1,482			2.55	%	0.38	%	0.88	%

Net charge-offs for the current quarter were $3.6 million compared to $2.4 million for the prior quarter and $478 thousand from the same quarter last year. There was $3.3 million of current quarter provision for loan losses, compared to $3.0 million in the prior quarter and $626 thousand in the prior year third quarter. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the level of the loan loss provision.

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

Operating Results For Nine Months ended September 30, 2017

Compared to September 30, 2016

Income Summary

The following table summarizes revenue for the periods indicated:



	Years ended						$ Change			% Change
(Dollars in thousands)	September 30, 2017			September 30, 2016			$ Change			% Change
Net interest income
Interest income	$	278,124		$	256,394		$	21,730		8	%
Interest expense	22,792			22,417			375			2	%
Total net interest income	255,332			233,977			21,355			9	%
Non-interest income
Service charges and other fees	50,435			46,760			3,675			8	%
Miscellaneous loan fees and charges	3,283			3,379			(96		)	(3	)%
Gain on sale of loans	23,031			23,841			(810		)	(3	)%
Loss on sale of investments	(545		)	(706		)	161			(23	)%
Other income	8,326			6,030			2,296			38	%
Total non-interest income	84,530			79,304			5,226			7	%
	$	339,862		$	313,281		$	26,581		8	%
Net interest margin (tax-equivalent)	4.09		%	4.02		%

Net Interest Income

Interest income for the first nine months of the current year increased $21.7 million, or 8 percent, from the prior year first nine months and was principally due to a $26.8 million increase in income from commercial loans which more than offset the decrease of $5.4 million in interest income on investments.

Interest expense of $22.8 million for the first nine months of the current year increased $375 thousand over the the same period in the prior year. The total funding cost (including non-interest bearing deposits) for the first nine months of 2017 was 36 basis points compared to 38 basis points for the first nine months of 2016.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the first nine months of 2017 was 4.09 percent, a 7 basis point increase from the net interest margin of 4.02 percent for the first nine months of 2016. The increase in the margin was primarily attributable to a shift in earning assets to higher yielding loans combined with a continued increase in low cost deposits.

Non-interest Income

Non-interest income of $84.5 million for the first nine months of 2017 increased $5.2 million, or 7 percent, over the same period last year. Service charges and other fees of $50.4 million for the first nine months of 2017 increased $3.7 million, or 8 percent, from the same period last year as a result of an increased number of deposit accounts. The gain on sale of loans of $23.0 million for the first nine months of 2017 decreased $810 thousand, or 3 percent, from the same period last year which was due to a lower volume of refinanced mortgages. Other income of $8.3 million for the first nine months of 2017 increased $2.3 thousand, or 38 percent, over the same period last year and was the result of an increase on gain on sale of OREO.

Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:



	Years ended				$ Change			% Change
(Dollars in thousands)	September 30, 2017		September 30, 2016		$ Change			% Change
Compensation and employee benefits	$	120,041	$	112,871	$	7,170		6	%
Occupancy and equipment	19,706		19,287		419			2	%
Advertising and promotions	6,381		6,308		73			1	%
Data processing	10,180		10,982		(802		)	(7	)%
Other real estate owned	1,532		819		713			87	%
Regulatory assessments and insurance	3,362		3,732		(370		)	(10	)%
Core deposit intangible amortization	1,880		2,362		(482		)	(20	)%
Other expenses	34,123		35,636		(1,513		)	(4	)%
Total non-interest expense	$	197,205	$	191,997	$	5,208		3	%

Expenses related to CCP were $3.6 million during the first nine months of 2016. Excluding CCP expenses, non-interest expense for the current year increased $8.8 million, or 5 percent, over the prior year. Compensation and employee benefits for the first nine months of 2017 increased $7.2 million, or 6 percent, from the same period last year due to salary increases, vesting of restricted stock awards, and the increased number of employees from the acquired banks. Data processing expense decreased $802 thousand, or 7 percent, from the prior year first nine months as a result of decreased costs associated with CCP. Current year other expenses of $34.1 million decreased $1.5 million, or 4 percent, from the prior year and was principally driven by decreased costs associated with CCP.

Efficiency Ratio

The efficiency ratio of 53.92 percent for the first nine months of 2017 decreased 223 basis points from the prior year efficiency ratio of 56.15 percent for the first nine months of 2016 which resulted from the increase in net interest income largely due to higher interest income on commercial loans.

Provision for Loan Losses

The provision for loan losses was $7.9 million for the first nine months of 2017, an increase of $6.7 million from the same period in the prior year. Net charge-offs during the first nine months of 2017 were $7.9 million compared to net recoveries of $1.6 million from the first nine months of 2016.

ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

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



	September 30, 2017				December 31, 2016				September 30, 2016
(Dollars in thousands)	Carrying Amount		Percent		Carrying Amount		Percent		Carrying Amount		Percent
Available-for-sale
U.S. government and federal agency	$	34,046	1	%	$	39,407	1	%	$	41,593	1	%
U.S. government sponsored enterprises	19,267		1	%	19,570		1	%	16,367		—	%
State and local governments	641,973		25	%	786,373		25	%	852,059		29	%
Corporate bonds	249,990		10	%	471,951		15	%	404,413		14	%
Residential mortgage-backed securities	838,929		33	%	1,007,515		33	%	945,653		32	%
Commercial mortgage-backed securities	102,312		4	%	100,661		3	%	31,994		1	%
Total available-for-sale	1,886,517		74	%	2,425,477		78	%	2,292,079		77	%
Held-to-maturity
State and local governments	655,128		26	%	675,674		22	%	679,707		23	%
Total held-to-maturity	655,128		26	%	675,674		22	%	679,707		23	%
Total investment securities	$	2,541,645	100	%	$	3,101,151	100	%	$	2,971,786	100	%

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

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

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



	September 30, 2017			December 31, 2016
(Dollars in thousands)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
S&P: AAA / Moody’s: Aaa	$	311,651	315,417	345,527	346,301
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3	779,790		801,508	879,271	894,652
S&P: A+, A, A- / Moody’s: A1, A2, A3	172,675		181,764	209,217	216,589
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3	2,271		2,354	2,270	2,352
Not rated by either entity	11,189		11,261	13,934	14,694
Below investment grade	848		867	850	874
Total	$	1,278,424	1,313,171	1,451,069	1,475,462

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



	September 30, 2017			December 31, 2016
(Dollars in thousands)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
General obligation - unlimited	$	726,755	748,780	805,779	819,990
General obligation - limited	200,561		210,202	221,099	228,218
Revenue	323,684		326,333	389,506	391,615
Certificate of participation	19,380		20,167	23,590	24,603
Other	8,044		7,689	11,095	11,036
Total	$	1,278,424	1,313,171	1,451,069	1,475,462

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



	September 30, 2017			December 31, 2016
(Dollars in thousands)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Washington	$	186,561	193,259	188,778	193,035
Texas	171,630		176,828	193,652	196,641
Michigan	158,423		165,308	173,400	177,305
Montana	91,326		96,105	94,168	97,259
Ohio	71,342		73,558	72,526	74,731
All other states	599,142		608,113	728,545	736,491
Total	$	1,278,424	1,313,171	1,451,069	1,475,462

The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity investment securities by contractual maturity at September 30, 2017. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt investment securities exclude the federal income tax benefit.



	One Year or Less				After One through Five Years				After Five through Ten Years				After Ten Years				Mortgage-Backed Securities				Total
(Dollars in thousands)	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Available-for-sale
U.S. government and federal agency	$	—	—	%	$	2,203	2.07	%	$	16,337	1.45	%	$	15,506	1.80	%	$	—	—	%	$	34,046	1.64	%
U.S. government sponsored enterprises	—		—	%	19,267		1.96	%	—		—	%	—		—	%	—		—	%	19,267		1.96	%
State and local governments	27,752		1.99	%	34,163		2.27	%	218,773		3.69	%	361,285		4.06	%	—		—	%	641,973		3.74	%
Corporate bonds	55,518		2.10	%	194,472		2.23	%	—		—	%	—		—	%	—		—	%	249,990		2.20	%
Residential mortgage-backed securities	—		—	%	—		—	%	—		—	%	—		—	%	838,929		2.04	%	838,929		2.04	%
Commercial mortgage-backed securities	—		—	%	—		—	%	—		—	%	—		—	%	102,312		2.06	%	102,312		2.06	%
Total available- for-sale	83,270		2.06	%	250,105		2.21	%	235,110		3.53	%	376,791		3.96	%	941,241		2.04	%	1,886,517		2.62	%
Held-to-maturity
State and local governments	—		—	%	1,697		2.27	%	72,217		3.01	%	581,214		4.10	%	—		—	%	655,128		3.97	%
Total held-to-maturity	—		—	%	1,697		2.27	%	72,217		3.01	%	581,214		4.10	%	—		—	%	655,128		3.97	%
Total investment securities	$	83,270	2.06	%	$	251,802	2.22	%	$	307,327	3.40	%	$	958,005	4.04	%	$	941,241	2.04	%	$	2,541,645	2.97	%

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

Other-Than-Temporary Impairment on Securities Analysis

Non-marketable equity securities. Non-marketable equity securities largely consist of capital stock issued by the FHLB of Des Moines and are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities as of September 30, 2017, the Company determined that none of such securities had other-than-temporary impairment.

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

The following table separates investments with an unrealized loss position at September 30, 2017 into two categories: investments purchased prior to 2017 and those purchased during 2017. Of those investments purchased prior to 2017, the fair market value and unrealized gain or loss at December 31, 2016 is also presented.



	September 30, 2017							December 31, 2016
(Dollars in thousands)	Fair Value		Unrealized Loss			Unrealized Loss as a Percent of Fair Value		Fair Value		Unrealized Loss			Unrealized Loss as a Percent of Fair Value
Temporarily impaired securities purchased prior to 2017
U.S. government and federal agency	$	15,500	$	(160	)	(1	)%	$	18,387	$	(133	)	(1	)%
U.S. government sponsored enterprises	3,460		(11		)	—	%	3,424		(41		)	(1	)%
State and local governments	276,288		(11,372		)	(4	)%	277,049		(12,207		)	(4	)%
Corporate bonds	51,318		(156		)	—	%	51,648		(380		)	(1	)%
Residential mortgage-backed securities	383,978		(2,557		)	(1	)%	457,616		(7,545		)	(2	)%
Commercial mortgage-backed securities	65,594		(720		)	(1	)%	70,980		(1,840		)	(3	)%
Total	$	796,138	$	(14,976	)	(2	)%	$	879,104	$	(22,146	)	(3	)%
Temporarily impaired securities purchased during 2017
Residential mortgage-backed securities	$	5,738	$	(25	)	—	%
Commercial mortgage-backed securities	1,150		(25		)
Total	$	6,888	$	(50	)	(1	)%
Temporarily impaired securities
U.S. government and federal agency	$	15,500	$	(160	)	(1	)%
U.S. government sponsored enterprises	3,460		(11		)	—	%
State and local governments	276,288		(11,372		)	(4	)%
Corporate bonds	51,318		(156		)	—	%
Residential mortgage-backed securities	389,716		(2,582		)	(1	)%
Commercial mortgage-backed securities	66,744		(745		)	(1	)%
Total	$	803,026	$	(15,026	)	(2	)%

With respect to severity, the following table provides the number of debt securities and amount of unrealized loss in the various ranges of unrealized loss as a percent of book value at September 30, 2017:



(Dollars in thousands)	Number of Debt Securities	Unrealized Loss
5.1% to 10.0%	69	$	(8,264	)
0.1% to 5.0%	341	(6,762		)
Total	410	$	(15,026	)

With respect to the duration of the impaired debt securities, the Company identified 197 securities which have been continuously impaired for the twelve months ending September 30, 2017. The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in the prior year(s) in which the identified securities were in an unrealized loss position.

The following table provides details of the 197 debt securities which have been continuously impaired for the twelve months ended September 30, 2017, including the most notable loss for any one bond in each category.



(Dollars in thousands)	Number of Debt Securities	Unrealized Loss for 12 Months Or More			Most Notable Loss
U.S. government and federal agency	15	$	(142	)	$	(31	)
State and local governments	153	(10,301		)	(1,273		)
Corporate bonds	2	(6		)	(6		)
Residential mortgage-backed securities	25	(480		)	(99		)
Commercial mortgage-backed securities	2	(38		)	(19		)
Total	197	$	(10,967	)

Based on the Company's analysis of its impaired debt securities as of September 30, 2017, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. A substantial portion of the debt securities with unrealized losses at September 30, 2017 were issued by Fannie Mae, Freddie Mac, Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company's impaired debt securities at September 30, 2017 have been determined by the Company to be investment grade.

Lending Activity

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



	September 30, 2017					December 31, 2016					September 30, 2016
(Dollars in thousands)	Amount			Percent		Amount			Percent		Amount			Percent
Residential real estate loans	$	734,242		11	%	$	674,347		12	%	$	696,817		13	%
Commercial loans
Real estate	3,503,976			55	%	2,990,141			54	%	2,919,415			53	%
Other commercial	1,575,514			25	%	1,342,250			24	%	1,303,241			24	%
Total	5,079,490			80	%	4,332,391			78	%	4,222,656			77	%
Consumer and other loans
Home equity	452,291			7	%	434,774			8	%	435,935			8	%
Other consumer	243,410			4	%	242,951			4	%	240,554			4	%
Total	695,701			11	%	677,725			12	%	676,489			12	%
Loans receivable	6,509,433			102	%	5,684,463			102	%	5,595,962			102	%
Allowance for loan and lease losses	(129,576		)	(2	)%	(129,572		)	(2	)%	(132,534		)	(2	)%
Loans receivable, net	$	6,379,857		100	%	$	5,554,891		100	%	$	5,463,428		100	%

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:



	At or for the Nine Months ended			At or for the Six Months ended		At or for the Year ended		At or for the Nine Months ended
(Dollars in thousands)	September 30, 2017			June 30, 2017		December 31, 2016		September 30, 2016
Other real estate owned	$	14,359		18,500		20,954		22,662
Accruing loans 90 days or more past due
Residential real estate	420			398		266		222
Commercial	3,261			1,493		428		2,687
Consumer and other	263			1,307		405		390
Total	3,944			3,198		1,099		3,299
Non-accrual loans
Residential real estate	5,321			5,698		4,528		4,538
Commercial	36,464			37,511		39,033		42,221
Consumer and other	4,985			3,974		5,771		5,521
Total	46,770			47,183		49,332		52,280
Total non-performing assets	$	65,073		68,881		71,385		78,241
Non-performing assets as a percentage of subsidiary assets	0.67		%	0.70	%	0.76	%	0.84	%
ALLL as a percentage of non-performing loans	256		%	258	%	257	%	238	%
Accruing loans 30-89 days past due	$	29,115		31,124		25,617		27,384
Accruing troubled debt restructurings	$	31,093		31,742		52,077		52,578
Non-accrual troubled debt restructurings	$	22,134		25,418		21,693		23,427
U.S. government guarantees included in non-performing assets	$	1,913		1,158		1,746		1,487
Interest income ¹	$	1,679		1,119		2,364		1,881

__________


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

Non-performing assets at September 30, 2017 were $65.1 million, a decrease of $3.8 million, or 6 percent, from the prior quarter and a decrease of $13.2 million, or 17 percent, from a year ago. Non-performing assets as a percentage of subsidiary assets at September 30, 2017 was 0.67 percent which was a decrease of 17 basis points from the prior year third quarter of 0.84 percent. Early stage delinquencies (accruing loans 30-89 days past due) of $29.1 million at September 30, 2017 decreased $2.0 million from the prior quarter and increased $1.7 million from the prior year third quarter.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. The Company evaluates the level of its non-performing loans, the values of the underlying real estate and other collateral, and related trends in internal and external environmental factors and net charge-offs in determining the adequacy of the ALLL. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company.

In prior years, construction loans, a regulatory classification, accounted for a significant portion of the Company’s non-accrual loans. As a result of the gradual economic recovery and the Company’s diligent focus on this category of non-performing loans, construction loans only accounted for 24 percent of the Company’s non-accrual loans as of September 30, 2017. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company has proceeded to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

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

Impaired Loans

Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Impaired loans were $123 million and $130 million as of September 30, 2017 and December 31, 2016, respectively. The ALLL includes specific valuation allowances of $4.1 million and $6.9 million of impaired loans as of September 30, 2017 and December 31, 2016, respectively.

Restructured Loans

A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company’s TDR loans of $53.2 million and $73.8 million as of September 30, 2017 and December 31, 2016, respectively, are considered impaired loans.

Other Real Estate Owned

The book value of loans prior to the acquisition of collateral and transfer of the loans into OREO during 2017 was $5.2 million. The fair value of the loan collateral acquired in foreclosure during 2017 was $3.8 million. The following table sets forth the changes in OREO for the periods indicated:



	At or for the Nine Months ended			At or for the Six Months ended		At or for the Year ended		At or for the Nine Months ended
(Dollars in thousands)	September 30, 2017			June 30, 2017		December 31, 2016		September 30, 2016
Balance at beginning of period	$	20,954		20,954		26,815		26,815
Acquisitions	96			96		882		882
Additions	3,844			3,521		5,198		4,117
Capital improvements	—			—		149		149
Write-downs	(443		)	(275	)	(1,821	)	(92	)
Sales	(10,092		)	(5,796	)	(10,269	)	(9,209	)
Balance at end of period	$	14,359		18,500		20,954		22,662

Allowance for Loan and Lease Losses

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

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

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

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

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

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

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

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



	September 30, 2017						December 31, 2016						September 30, 2016
(Dollars in thousands)	ALLL		Percent of ALLL in Category		Percent of Loans in Category		ALLL		Percent of ALLL in Category		Percent of Loans in Category		ALLL		Percent of ALLL in Category		Percent of Loans in Category
Residential real estate	$	11,480	9	%	11	%	$	12,436	9	%	12	%	$	13,911	10	%	13	%
Commercial real estate	68,225		53	%	54	%	65,773		51	%	52	%	67,244		51	%	52	%
Other commercial	37,820		29	%	24	%	37,823		29	%	24	%	36,579		28	%	23	%
Home equity	6,981		5	%	7	%	7,572		6	%	8	%	8,574		6	%	8	%
Other consumer	5,070		4	%	4	%	5,968		5	%	4	%	6,226		5	%	4	%
Total	$	129,576	100	%	100	%	$	129,572	100	%	100	%	$	132,534	100	%	100	%

The following table summarizes the ALLL experience for the periods indicated:



	At or for the Nine Months ended			At or for the Six Months ended		At or for the Year ended		At or for the Nine Months ended
(Dollars in thousands)	September 30, 2017			June 30, 2017		December 31, 2016		September 30, 2016
Balance at beginning of period	$	129,572		129,572		129,697		129,697
Provision for loan losses	7,938			4,611		2,333		1,194
Charge-offs
Residential real estate	(87		)	(43	)	(464	)	(366	)
Commercial loans	(7,116		)	(3,515	)	(4,860	)	(1,410	)
Consumer and other loans	(7,598		)	(5,260	)	(6,172	)	(3,556	)
Total charge-offs	(14,801		)	(8,818	)	(11,496	)	(5,332	)
Recoveries
Residential real estate	77			65		207		192
Commercial loans	2,611			1,362		5,576		4,914
Consumer and other loans	4,179			3,085		3,255		1,869
Total recoveries	6,867			4,512		9,038		6,975
Net (charge-offs) recoveries	(7,934		)	(4,306	)	(2,458	)	1,643
Balance at end of period	$	129,576		129,877		129,572		132,534
ALLL as a percentage of total loans	1.99		%	2.05	%	2.28	%	2.37	%
Net charge-offs (recoveries) as a percentage of total loans	0.12		%	0.07	%	0.04	%	(0.03	)%

The ALLL as a percentage of total loans outstanding at September 30, 2017 was 1.99 percent, a decrease of 29 basis points from 2.28 percent at December 31, 2016 which was driven by loan growth, stabilizing credit quality, and no allowance carried over from the Foothills acquisition as a result of the acquired loans recorded at fair value.

The Company’s ALLL of $130 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended September 30, 2017 and 2016, the Company believes the ALLL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio.

When applied to the Company’s historical loss experience, the qualitative or environmental factors result in the provision for loan losses being recorded in the period in which the loss has probably occurred. When the loss is confirmed at a later date, a charge-off is recorded. During 2017, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $4 thousand. During the same period in 2016, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $2.8 million.

The Company provides commercial services to individuals, small to medium-sized businesses, community organizations and public entities from 145 locations, including 136 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations.

Overall, there continues to be slow improvements in the economic environment compared to the past several years and the housing market is slowly recovering. Home prices continue to increase in all of the states within the Company’s footprint. Colorado, Idaho and Washington are experiencing the strongest pricing pressures, while Wyoming and Montana continue to lag behind the national trend. Five of the Company’s states are ranked in the top 10 nationally for house price appreciation. Home ownership in the United States has continually declined since 2008; however, there have been recent periods of increased home ownership during the second half of 2015, the second half of 2016 and the second quarter of 2017. The long-term average for the United States homeownership rate is at 65.3 percent. Quarterly personal income growth remains in positive territory for each of the Company’s states, except for Wyoming, while Washington, Arizona, Colorado, Idaho and Utah exceed the national average. The Federal Reserve Bank of Philadelphia’s composite state coincident indices projects steady growth in Washington, Arizona, Idaho, Wyoming and Colorado during the next six months, while growth in Montana and Utah is expected to remain steady. During the second quarter of 2017, the United States economy grew at its strongest pace in two years as profits from current production increased. All of the states in the Company’s footprint have unemployment rates at or below 5 percent, which reflects the Federal Reserve’s definition of full employment. Crude oil, natural gas and base metal prices have all tapered off or decreased slightly and certain agriculture commodities within the Company’s footprint remain volatile. The tourism industry and related lodging activity continues to be a source of strength for locations where the Company’s markets include national parks and similar recreational areas. However, Canadian tourism in Washington, Idaho and Montana has been negatively impacted by the weak Canadian dollar. Overall, the Company sees positive signs in the various economic indices; however, given the significant recession experienced during 2008 and 2009, the Company is cautiously optimistic about the subsequent recovery of the housing industry. The Company will continue to actively monitor the economy’s impact on its lending portfolio.

In evaluating the need for a specific or general valuation allowance for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio (i.e., regulatory classification), including residential construction and land, lot and other construction loans, the credit risk related to such loans was considered in the ongoing monitoring of such loans, including assessments based on current information, including appraisals or evaluations (new or updated) of the underlying collateral, expected cash flows and the timing thereof, as well as the estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the construction loan. Construction loans were 13 percent of the Company’s total loan portfolio and accounted for 24 percent and 20 percent of the Company’s non-accrual loans at September 30, 2017 and December 31, 2016, respectively. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (e.g., multi-acre parcels and individual lots, with and without shorelines).

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



(Dollars in thousands)	September 30, 2017		June 30, 2017	December 31, 2016	September 30, 2016
Specific valuation allowance	$	4,077	3,081	6,881	5,966
General valuation allowance	125,499		126,796	122,691	126,568
Total ALLL	$	129,576	129,877	129,572	132,534

During 2017, the ALLL increased by $4 thousand, the net result of a $2.8 million decrease in the specific valuation allowance and a $2.8 million increase in the general valuation allowance. The specific valuation allowance decreased as the result of a $4.2 million decrease in loans individually evaluated for impairment with a specific impairment. The increase in the general valuation allowance since the prior year end was a result of an increase of $534 million in loans collectively evaluated for impairment, excluding the current year acquisition. At acquisition date, the assets and liabilities of the acquired banks are recorded at their estimated fair values which results in no ALLL carried over on loans from acquired banks.

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

Loans by Regulatory Classification

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

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



	Loans Receivable, by Loan Type												% Change from
(Dollars in thousands)	Sep 30, 2017			Jun 30, 2017			Dec 31, 2016			Sep 30, 2016			Jun 30, 2017		Dec 31, 2016		Sep 30, 2016
Custom and owner occupied construction	$	106,615		$	103,816		$	86,233		$	82,935		3	%	24	%	29	%
Pre-sold and spec construction	82,023			76,553			66,184			66,812			7	%	24	%	23	%
Total residential construction	188,638			180,369			152,417			149,747			5	%	24	%	26	%
Land development	83,414			80,044			75,078			68,597			4	%	11	%	22	%
Consumer land or lots	99,866			107,124			97,449			96,798			(7	)%	2	%	3	%
Unimproved land	64,610			67,935			69,157			69,880			(5	)%	(7	)%	(8	)%
Developed lots for operative builders	12,830			12,337			13,254			13,256			4	%	(3	)%	(3	)%
Commercial lots	25,984			25,675			30,523			27,512			1	%	(15	)%	(6	)%
Other construction	367,060			307,547			257,769			246,753			19	%	42	%	49	%
Total land, lot, and other construction	653,764			600,662			543,230			522,796			9	%	20	%	25	%
Owner occupied	1,109,796			1,091,119			977,932			963,063			2	%	13	%	15	%
Non-owner occupied	1,180,976			1,148,831			929,729			890,981			3	%	27	%	33	%
Total commercial real estate	2,290,772			2,239,950			1,907,661			1,854,044			2	%	20	%	24	%
Commercial and industrial	766,970			769,105			686,870			697,598			—	%	12	%	10	%
Agriculture	468,168			457,286			407,208			425,645			2	%	15	%	10	%
1st lien	873,061			849,601			877,893			883,034			3	%	(1	)%	(1	)%
Junior lien	53,337			53,316			58,564			61,788			—	%	(9	)%	(14	)%
Total 1-4 family	926,398			902,917			936,457			944,822			3	%	(1	)%	(2	)%
Multifamily residential	185,891			172,523			184,068			204,395			8	%	1	%	(9	)%
Home equity lines of credit	429,483			419,940			402,614			399,446			2	%	7	%	8	%
Other consumer	153,363			155,098			155,193			154,547			(1	)%	(1	)%	(1	)%
Total consumer	582,846			575,038			557,807			553,993			1	%	4	%	5	%
Other	494,695			485,638			381,672			313,991			2	%	30	%	58	%
Total loans receivable, including loans held for sale	6,558,142			6,383,488			5,757,390			5,667,031			3	%	14	%	16	%
Less loans held for sale ¹	(48,709		)	(37,726		)	(72,927		)	(71,069		)	29	%	(33	)%	(31	)%
Total loans receivable	$	6,509,433		$	6,345,762		$	5,684,463		$	5,595,962		3	%	15	%	16	%

__________

¹ Loans held for sale are primarily 1st lien 1-4 family loans.

The following tables summarize selected information identified by regulatory classification of the Company’s non-performing assets.



	Non-performing Assets, by Loan Type					Non- Accrual Loans	Accruing Loans 90 Days or More Past Due	Other Real Estate Owned
(Dollars in thousands)	Sep 30, 2017		Jun 30, 2017	Dec 31, 2016	Sep 30, 2016	Sep 30, 2017	Sep 30, 2017	Sep 30, 2017
Custom and owner occupied construction	$	177	177	—	375	—	177	—
Pre-sold and spec construction	267		272	226	250	267	—	—
Total residential construction	444		449	226	625	267	177	—
Land development	8,116		8,428	9,864	11,717	1,118	—	6,998
Consumer land or lots	2,451		1,868	2,137	2,196	1,517	44	890
Unimproved land	10,320		11,933	11,905	12,068	8,086	—	2,234
Developed lots for operative builders	116		116	175	175	—	—	116
Commercial lots	1,374		1,559	1,466	2,165	258	—	1,116
Other construction	151		151	—	—	—	—	151
Total land, lot and other construction	22,528		24,055	25,547	28,321	10,979	44	11,505
Owner occupied	14,207		17,757	18,749	19,970	12,435	400	1,372
Non-owner occupied	4,251		2,791	3,426	4,005	3,863	—	388
Total commercial real estate	18,458		20,548	22,175	23,975	16,298	400	1,760
Commercial and industrial	5,190		4,753	5,184	5,175	5,033	111	46
Agriculture	3,998		2,877	1,615	2,329	3,352	646	—
1st lien	7,688		9,057	9,186	9,333	6,868	523	297
Junior lien	591		727	1,167	1,335	448	94	49
Total 1-4 family	8,279		9,784	10,353	10,668	7,316	617	346
Multifamily residential	—		—	400	432	—	—	—
Home equity lines of credit	4,151		5,864	5,494	4,734	3,381	130	640
Other consumer	225		551	391	182	144	19	62
Total consumer	4,376		6,415	5,885	4,916	3,525	149	702
Other	1,800		—	—	1,800	—	1,800	—
Total	$	65,073	68,881	71,385	78,241	46,770	3,944	14,359



	Accruing 30-89 Days Delinquent Loans, by Loan Type								% Change from
(Dollars in thousands)	Sep 30, 2017		Jun 30, 2017		Dec 31, 2016		Sep 30, 2016		Jun 30, 2017		Dec 31, 2016		Sep 30, 2016
Custom and owner occupied construction	$	415	$	493	$	1,836	$	65	(16	)%	(77	)%	538	%
Pre-sold and spec construction	451		155		—		—		191	%	n/m		n/m
Total residential construction	866		648		1,836		65		34	%	(53	)%	1,232	%
Land development	5		—		154		—		n/m		(97	)%	n/m
Consumer land or lots	615		808		638		130		(24	)%	(4	)%	373	%
Unimproved land	621		1,115		1,442		857		(44	)%	(57	)%	(28	)%
Commercial lots	15		—		—		—		n/m		n/m		n/m
Other construction	—		—		—		7,125		n/m		n/m		(100	)%
Total land, lot and other construction	1,256		1,923		2,234		8,112		(35	)%	(44	)%	(85	)%
Owner occupied	4,450		5,038		2,307		586		(12	)%	93	%	659	%
Non-owner occupied	5,502		6,533		1,689		5,830		(16	)%	226	%	(6	)%
Total commercial real estate	9,952		11,571		3,996		6,416		(14	)%	149	%	55	%
Commercial and industrial	5,784		5,825		3,032		4,038		(1	)%	91	%	43	%
Agriculture	780		1,067		1,133		989		(27	)%	(31	)%	(21	)%
1st lien	2,973		2,859		7,777		3,439		4	%	(62	)%	(14	)%
Junior lien	3,463		815		1,016		977		325	%	241	%	254	%
Total 1-4 family	6,436		3,674		8,793		4,416		75	%	(27	)%	46	%
Multifamily residential	237		2,011		10		—		(88	)%	2,270	%	n/m
Home equity lines of credit	2,065		2,819		1,537		2,383		(27	)%	34	%	(13	)%
Other consumer	1,735		1,572		1,180		943		10	%	47	%	84	%
Total consumer	3,800		4,391		2,717		3,326		(13	)%	40	%	14	%
Other	4		14		1,866		22		(71	)%	(100	)%	(82	)%
Total	$	29,115	$	31,124	$	25,617	$	27,384	(6	)%	14	%	6	%

__________

n/m - not measurable

The following table summarizes net charge-offs at the dates indicated, including identification by regulatory classification:



	Net Charge-Offs (Recoveries), Year-to-Date Period Ending, By Loan Type									Charge-Offs	Recoveries
(Dollars in thousands)	Sep 30, 2017			Jun 30, 2017		Dec 31, 2016		Sep 30, 2016		Sep 30, 2017	Sep 30, 2017
Custom and owner occupied construction	$	58		—		(1	)	—		62	4
Pre-sold and spec construction	(19		)	(15	)	786		(39	)	—	19
Total residential construction	39			(15	)	785		(39	)	62	23
Land development	(67		)	(46	)	(2,661	)	(2,372	)	—	67
Consumer land or lots	(150		)	(107	)	(688	)	(487	)	6	156
Unimproved land	(177		)	(110	)	(184	)	(114	)	—	177
Developed lots for operative builders	(16		)	(10	)	(27	)	(23	)	—	16
Commercial lots	(4		)	(3	)	27		29		—	4
Other construction	390			390		—		—		390	—
Total land, lot and other construction	(24		)	114		(3,533	)	(2,967	)	396	420
Owner occupied	3,416			853		1,196		(354	)	4,036	620
Non-owner occupied	214			(2	)	44		9		217	3
Total commercial real estate	3,630			851		1,240		(345	)	4,253	623
Commercial and industrial	429			494		(370	)	(643	)	875	446
Agriculture	(11		)	14		50		(29	)	17	28
1st lien	(201		)	(32	)	487		132		100	301
Junior lien	746			746		60		(15	)	812	66
Total 1-4 family	545			714		547		117		912	367
Multifamily residential	(229		)	(229	)	229		229		—	229
Home equity lines of credit	262			271		611		450		436	174
Other consumer	98			(8	)	257		255		369	271
Total consumer	360			263		868		705		805	445
Other	3,195			2,100		2,642		1,329		7,481	4,286
Total	$	7,934		4,306		2,458		(1,643	)	14,801	6,867

Sources of Funds

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

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing demand accounts, interest bearing NOW and demand accounts, savings, money market deposit accounts, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. In addition, wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. The Company’s deposits are summarized below:



	September 30, 2017				December 31, 2016				September 30, 2016
(Dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent
Non-interest bearing deposits	$	2,355,983	30	%	$	2,041,852	28	%	$	2,098,747	29	%
NOW and DDA accounts	1,733,353		22	%	1,588,550		22	%	1,514,330		21	%
Savings accounts	1,081,056		14	%	996,061		13	%	938,547		13	%
Money market deposit accounts	1,564,738		20	%	1,464,415		20	%	1,442,602		20	%
Certificate accounts	846,005		11	%	948,714		13	%	975,521		13	%
Wholesale deposits	186,019		3	%	332,687		4	%	339,572		4	%
Total interest bearing deposits	5,411,171		70	%	5,330,427		72	%	5,210,572		71	%
Total deposits	$	7,767,154	100	%	$	7,372,279	100	%	$	7,309,319	100	%

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings

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

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

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

Short-term borrowings

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

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:



	At or for the Nine Months ended			At or for the Year ended
(Dollars in thousands)	September 30, 2017			December 31, 2016
Repurchase agreements
Amount outstanding at end of period	$	453,596		473,650
Weighted interest rate on outstanding amount	0.57		%	0.34	%
Maximum outstanding at any month-end	$	497,187		473,650
Average balance	$	425,864		384,066
Weighted-average interest rate	0.43		%	0.31	%

Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. The subordinated debentures outstanding as of September 30, 2017 were $126 million, including fair value adjustments from prior acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements

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

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

Liquidity Risk

Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:


1.	Assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;


2.	Providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and


3.	Balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

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

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



(Dollars in thousands)	September 30, 2017			December 31, 2016
FHLB advances
Borrowing capacity	$	1,792,044		1,558,527
Amount utilized	(153,685		)	(251,749	)
Amount available	$	1,638,359		1,306,778
FRB discount window
Borrowing capacity	$	1,126,816		1,226,683
Amount utilized	—			—
Amount available	$	1,126,816		1,226,683
Unsecured lines of credit available	$	230,000		255,000
Unencumbered investment securities
U.S. government and federal agency	$	31,808		39,407
U.S. government sponsored enterprises	3,741			12,086
State and local governments	637,355			814,942
Corporate bonds	8,329			19,573
Residential mortgage-backed securities	117,210			258,260
Commercial mortgage-backed securities	47,277			78,144
Total unencumbered securities	$	845,720		1,222,412

Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 78,006,956 have been issued as of September 30, 2017. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of September 30, 2017. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies implemented final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginning on January 1, 2015 and ending on January 1, 2019. The Final Rules implemented the third installment of the Basel Accords (“Basel III”) regulatory capital reforms and changes required by the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. Under Basel III, the Company must hold a conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer for 2017 is 1.25%. As of September 30, 2017, management believes the Company and Bank meet all capital adequacy requirements to which they are subject.

The following table illustrates the Bank’s regulatory ratios and the Federal Reserve’s current capital adequacy guidelines as of September 30, 2017. The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.



	Total Capital (To Risk-Weighted Assets)		Tier 1 Capital (To Risk-Weighted Assets)		Common Equity Tier 1 (To Risk-Weighted Assets)		Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank’s actual regulatory ratios	15.11	%	13.86	%	13.86	%	11.26	%
Minimum capital requirements	8.00	%	6.00	%	4.50	%	4.00	%
Well capitalized requirements	10.00	%	8.00	%	6.50	%	5.00	%
Minimum capital requirements, including fully-phased in capital conservation buffer (2019)	10.50	%	8.50	%	7.00	%	N/A

There are no conditions or events since September 30, 2017 that management believes have changed the Company’s or Bank’s risk-based capital category.

Federal and State Income Taxes

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

Under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 7.4 percent in Idaho, 5 percent in Utah, 4.63 percent in Colorado and 6.968 percent in Arizona. Washington and Wyoming do not impose a corporate income tax.

Income tax expense for the nine months ended September 30, 2017 and 2016 was $33.3 million and $30.0 million, respectively. The Company’s effective tax rate for the nine months ended September 30, 2017 and 2016 was 24.7 percent and 25.0 percent, respectively. The current and prior year’s low effective tax rates are due to income from tax-exempt investment securities, municipal loans and leases and benefits from federal income tax credits. The income from tax-exempt investment securities, loans and leases was $42.2 million and $43.4 million for the nine months ended September 30, 2017 and 2016, respectively. The benefits from federal income tax credits were $4.3 million and $2.4 million for the nine months ended September 30, 2017 and 2016, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of NMTCs. Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $21.4 million in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these investment securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.



(Dollars in thousands)	New Markets Tax Credits		Low-Income Housing Tax Credits	Investment Securities Tax Credits	Total
2017	$	3,196	2,860	793	6,849
2018	2,874		4,186	744	7,804
2019	2,974		4,323	695	7,992
2020	3,296		4,109	646	8,051
2021	3,296		3,291	600	7,187
Thereafter	4,459		18,034	2,293	24,786
	$	20,095	36,803	5,771	62,669

Average Balance Sheet

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



	Three Months ended						Nine Months ended
	September 30, 2017						September 30, 2017
(Dollars in thousands)	Average Balance		Interest and Dividends		Average Yield/ Rate		Average Balance			Interest and Dividends		Average Yield/ Rate
Assets
Residential real estate loans	$	771,342	$	8,326	4.32	%	$	739,921		$	24,594	4.43	%
Commercial loans ¹	4,968,989		61,560		4.92	%	4,692,565			170,604		4.86	%
Consumer and other loans	688,294		8,276		4.77	%	680,368			24,198		4.76	%
Total loans ²	6,428,625		78,162		4.82	%	6,112,854			219,396		4.80	%
Tax-exempt investment securities ³	1,106,288		15,678		5.67	%	1,183,954			50,593		5.70	%
Taxable investment securities ⁴	1,757,102		9,961		2.27	%	1,802,842			30,952		2.29	%
Total earning assets	9,292,015		103,801		4.43	%	9,099,650			300,941		4.42	%
Goodwill and intangibles	192,937						175,752
Non-earning assets	411,248						391,519
Total assets	$	9,896,200					$	9,666,921
Liabilities
Non-interest bearing deposits	$	2,274,387	$	—	—	%	$	2,122,385		$	—	—	%
NOW and DDA accounts	1,720,374		465		0.11	%	1,640,712			994		0.08	%
Savings accounts	1,071,674		160		0.06	%	1,045,065			460		0.06	%
Money market deposit accounts	1,596,170		624		0.16	%	1,546,181			1,797		0.16	%
Certificate accounts	866,094		1,275		0.58	%	908,359			3,911		0.58	%
Wholesale deposits ⁵	297,768		2,040		2.72	%	314,385			6,343		2.70	%
FHLB advances	197,458		1,398		2.77	%	269,377			4,642		2.27	%
Repurchase agreements and other borrowed funds	562,169		1,690		1.19	%	558,943			4,645		1.11	%
Total interest bearing liabilities	8,586,094		7,652		0.35	%	8,405,407			22,792		0.36	%
Other liabilities	89,898						80,841
Total liabilities	8,675,992						8,486,248
Stockholders’ Equity
Common stock	780						774
Paid-in capital	797,011						775,761
Retained earnings	418,034						404,638
Accumulated other comprehensive income (loss)	4,383						(500		)
Total stockholders’ equity	1,220,208						1,180,673
Total liabilities and stockholders’ equity	$	9,896,200					$	9,666,921
Net interest income (tax-equivalent)			$	96,149						$	278,149
Net interest spread (tax-equivalent)					4.08	%						4.06	%
Net interest margin (tax-equivalent)					4.11	%						4.09	%

__________


¹	Includes tax effect of $1.7 million and $4.6 million on tax-exempt municipal loan and lease income for the three and nine months ended September 30, 2017.


²	Total loans are gross of the allowance for loan and lease losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.


³	Includes tax effect of $5.3 million and $17.3 million on tax-exempt investment securities income for the three and nine months ended September 30, 2017.


⁴	Includes tax effect of $304 thousand and $981 thousand on federal income tax credits for the three and nine months ended September 30, 2017.


⁵	Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.



	Nine Months ended September 30,
	2017 vs. 2016
	Increase (Decrease) Due to:
(Dollars in thousands)	Volume			Rate		Net
Interest income
Residential real estate loans	$	103		(456	)	(353	)
Commercial loans (tax-equivalent)	27,581			915		28,496
Consumer and other loans	412			285		697
Investment securities (tax-equivalent)	(6,816		)	(1,020	)	(7,836	)
Total interest income	21,280			(276	)	21,004
Interest expense
NOW and DDA accounts	80			106		186
Savings accounts	52			77		129
Money market deposit accounts	151			11		162
Certificate accounts	(560		)	(134	)	(694	)
Wholesale deposits	(435		)	252		(183	)
FHLB advances	(779		)	577		(202	)
Repurchase agreements and other borrowed funds	357			620		977
Total interest expense	(1,134		)	1,509		375
Net interest income (tax-equivalent)	$	22,414		(1,785	)	20,629

Net interest income (tax-equivalent) increased $20.6 million for the nine months ended September 30, 2017 compared to the same period in 2016. The interest income for the first nine months increased over the same period last year primarily from increased growth of the Company’s commercial loan portfolio. The decrease in interest income on the investment securities portfolio was the result of continuing to redeploy cash flow from investment securities into the loan portfolio. Total interest expense remained relatively flat compared to the prior year with volatility in certain categories including certificate accounts, wholesale deposits, FHLB advances and other borrowed funds.

Effect of inflation and changing prices

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


Item 3.	Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of September 30, 2017 indicates there are no material changes in the quantitative and qualitative disclosures from those in the 2016 Annual Report.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of September 30, 2017. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2017, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION


Item 1.	Legal Proceedings

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

Item 1A. Risk Factors

The Company believes there have been no material changes from risk factors previously disclosed in the 2016 Annual Report. The risks and uncertainties described in the 2016 Annual Report should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that the Company does not currently know about or that the Company currently believes are immaterial, or that the Company has not predicted, may also harm its business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition, operating results or liquidity could be adversely affected.


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


(a)	Not Applicable


(b)	Not Applicable


(c)	Not Applicable


Item 3.	Defaults upon Senior Securities


(a)	Not Applicable


(b)	Not Applicable


Item 4.	Mine Safety Disclosures

Not Applicable


Item 5.	Other Information


(a)	Not Applicable


(b)	Not Applicable

Item 6. Exhibits


Exhibit 31.1 -	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002


Exhibit 31.2 -	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002


Exhibit 32 -	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

Exhibit 101 -

The following financial information from Glacier Bancorp, Inc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.

SIGNATURES

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



	GLACIER BANCORP, INC.

November 2, 2017	/s/ Randall M. Chesler
	Randall M. Chesler
	President and CEO

November 2, 2017	/s/ Ron J. Copher
	Ron J. Copher
	Executive Vice President and CFO