UMB FINANCIAL CORP - Quarter Report: 2018 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended June 30, 2018

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

For the transition period from to

Commission file number001-38481

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Missouri		43-0903811
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1010 Grand Boulevard, Kansas City, Missouri		64106
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code): (816) 860-7000

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of July 27, 2018, UMB Financial Corporation had 50,096,718 shares of common stock outstanding.

UMB FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
CONSOLIDATED BALANCE SHEETS		3
CONSOLIDATED STATEMENTS OF INCOME		4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME		6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY		7
CONSOLIDATED STATEMENTS OF CASH FLOWS		8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
ITEM 4.	CONTROLS AND PROCEDURES	61

PART II - OTHER INFORMATION		62

ITEM 1.	LEGAL PROCEEDINGS	62
ITEM 1A.	RISK FACTORS	62
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	62
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	62
ITEM 4.	MINE SAFETY DISCLOSURES	62
ITEM 5.	OTHER INFORMATION	62
ITEM 6.	EXHIBITS	63
SIGNATURES		64

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UMB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited, dollars in thousands, except share and per share data)

	June 30,			December 31,
	2018			2017
ASSETS
Loans	$	11,631,628		$	11,280,513
Allowance for loan losses		(98,298	)		(100,604	)
Net loans		11,533,330			11,179,909
Loans held for sale		3,482			1,460
Securities:
Available for sale		6,011,684			6,258,577
Held to maturity (fair value of $1,103,937 and $1,207,447, respectively)		1,204,582			1,261,014
Trading securities		67,091			54,055
Other securities		66,547			65,897
Total investment securities		7,349,904			7,639,543
Federal funds sold and securities purchased under agreements to resell		70,346			191,601
Interest-bearing due from banks		113,875			1,351,760
Cash and due from banks		379,433			392,723
Premises and equipment, net		274,408			275,942
Accrued income		100,133			98,863
Goodwill		180,867			180,867
Other intangibles, net		17,210			20,257
Other assets		508,482			438,658
Total assets	$	20,531,470		$	21,771,583

LIABILITIES
Deposits:
Noninterest-bearing demand	$	5,994,426		$	6,839,171
Interest-bearing demand and savings		9,471,698			9,903,565
Time deposits under $250,000		512,446			547,990
Time deposits of $250,000 or more		407,508			732,274
Total deposits		16,386,078			18,023,000
Federal funds purchased and repurchase agreements		1,666,158			1,260,704
Long-term debt		78,692			79,281
Accrued expenses and taxes		147,608			191,464
Other liabilities		51,122			35,603
Total liabilities		18,329,658			19,590,052

SHAREHOLDERS' EQUITY
Common stock, $1.00 par value; 80,000,000 shares authorized; 55,056,730 shares issued; and 50,086,844 and 49,894,990 shares outstanding, respectively		55,057			55,057
Capital surplus		1,050,660			1,046,095
Retained earnings		1,434,342			1,338,110
Accumulated other comprehensive loss, net		(128,959	)		(45,525	)
Treasury stock, 4,969,886 and 5,161,740 shares, at cost, respectively		(209,288	)		(212,206	)
Total shareholders' equity		2,201,812			2,181,531
Total liabilities and shareholders' equity	$	20,531,470		$	21,771,583

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, dollars in thousands, except share and per share data)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2018		2017			2018			2017
INTEREST INCOME
Loans	$	135,150	$	112,724		$	261,284		$	219,284
Securities:
Taxable interest		20,523		18,441			40,303			37,631
Tax-exempt interest		18,290		18,296			36,993			35,479
Total securities income		38,813		36,737			77,296			73,110
Federal funds and resell agreements		752		711			1,790			1,630
Interest-bearing due from banks		1,056		580			2,636			1,131
Trading securities		709		459			1,139			746
Total interest income		176,480		151,211			344,145			295,901
INTEREST EXPENSE
Deposits		18,334		7,835			32,169			13,801
Federal funds and repurchase agreements		6,666		4,994			11,398			8,463
Other		1,254		988			2,430			1,928
Total interest expense		26,254		13,817			45,997			24,192
Net interest income		150,226		137,394			298,148			271,709
Provision for loan losses		7,000		14,500			17,000			23,500
Net interest income after provision for loan losses		143,226		122,894			281,148			248,209
NONINTEREST INCOME
Trust and securities processing		42,845		44,811			86,847			87,352
Trading and investment banking		4,653		6,173			8,754			13,715
Service charges on deposit accounts		20,722		22,731			42,627			44,806
Insurance fees and commissions		340		513			641			1,159
Brokerage fees		6,291		5,889			12,644			11,266
Bankcard fees		17,184		20,234			35,307			37,986
Gain on sales of securities available for sale, net		228		1,280			367			1,748
Other		8,026		8,675			18,627			15,191
Total noninterest income		100,289		110,306			205,814			213,223
NONINTEREST EXPENSE
Salaries and employee benefits		104,175		102,773			212,143			206,425
Occupancy, net		10,813		11,061			21,766			22,029
Equipment		18,842		17,956			37,668			35,438
Supplies and services		4,146		4,792			7,906			8,886
Marketing and business development		6,184		5,732			11,218			9,873
Processing fees		11,537		10,743			22,698			19,942
Legal and consulting		6,460		6,467			10,304			11,517
Bankcard		4,165		5,033			8,791			9,936
Amortization of other intangible assets		1,485		1,924			3,047			3,970
Regulatory fees		3,772		4,071			6,677			7,904
Other		5,639		6,387			10,876			14,829
Total noninterest expense		177,218		176,939			353,094			350,749
Income before income taxes		66,297		56,261			133,868			110,683
Income tax expense		10,873		11,490			20,911			23,936
Income from continuing operations		55,424		44,771			112,957			86,747
Discontinued Operations
(Loss) income from discontinued operations before income taxes		—		(2,599	)		(917	)		308
Income tax (benefit) expense		—		(649	)		(170	)		53
(Loss) income from discontinued operations		—		(1,950	)		(747	)		255
NET INCOME	$	55,424	$	42,821		$	112,210		$	87,002



PER SHARE DATA
Basic:
Income from continuing operations	$	1.12	$	0.91		$	2.28		$	1.76
(Loss) income from discontinued operations		—		(0.04	)		(0.01	)		0.01
Net income – basic		1.12		0.87			2.27			1.77
Diluted:
Income from continuing operations		1.11		0.90			2.26			1.74
(Loss) income from discontinued operations		—		(0.04	)		(0.01	)		0.01
Net income - diluted		1.11		0.86			2.25			1.75
Dividends		0.290		0.255			0.580			0.510
Weighted average shares outstanding - basic		49,551,920		49,269,786			49,486,626			49,190,271
Weighted average shares outstanding - diluted		50,007,022		49,848,903			49,973,992			49,829,193

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Net income	$	55,424		$	42,821		$	112,210		$	87,002
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on debt securities:
Change in unrealized holding gains and losses, net		(16,020	)		35,311			(96,682	)		57,582
Less: Reclassification adjustment for gains included in net income		(228	)		(1,280	)		(367	)		(1,748	)
Change in unrealized gains and losses on debt securities during the period		(16,248	)		34,031			(97,049	)		55,834
Change in unrealized gains and losses on derivative hedges		910			(1,157	)		3,112			(911	)
Income tax benefit (expense)		3,770			(12,340	)		23,552			(21,006	)
Other comprehensive (loss) income before reclassifications		(11,568	)		20,534			(70,385	)		33,917
Amounts reclassified from accumulated other comprehensive income⁽¹⁾⁽²⁾		—			—			(13,049	)		—
Net current-period other comprehensive (loss) income		(11,568	)		20,534			(83,434	)		33,917
Comprehensive income	$	43,856		$	63,355		$	28,776		$	120,919

(1)	See Note 3, “New Accounting Pronouncements,” for discussion of the Company’s adoption of Accounting Standards Update (ASU) No. 2016-01.

(2)	See Note 3, “New Accounting Pronouncements,” for discussion of the Company’s adoption of ASU No. 2018-02.

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited, dollars in thousands, except per share data)

	Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balance - January 1, 2017	$	55,057	$	1,033,419		$	1,142,887		$	(57,542	)	$	(211,437	)	$	1,962,384
Total comprehensive income		—		—			87,002			33,917			—			120,919
Dividends ($0.510 per share)		—		—			(25,453	)		—			—			(25,453	)
Purchase of treasury stock		—		—			—			—			(4,279	)		(4,279	)
Issuance of equity awards		—		(3,929	)		—			—			4,401			472
Recognition of equity-based compensation		—		6,243			—			—			—			6,243
Sale of treasury stock		—		321			—			—			244			565
Exercise of stock options		—		1,844			—			—			8,424			10,268
Balance - June 30, 2017	$	55,057	$	1,037,898		$	1,204,436		$	(23,625	)	$	(202,647	)	$	2,071,119
Balance - January 1, 2018	$	55,057	$	1,046,095		$	1,338,110		$	(45,525	)	$	(212,206	)	$	2,181,531
Total comprehensive income (loss)		—		—			112,210			(83,434	)		—			28,776
Reclassification of certain tax effects⁽¹⁾		—		—			12,917			—			—			12,917
Dividends ($0.580 per share)		—		—			(29,040	)		—			—			(29,040	)
Purchase of treasury stock		—		—			—			—			(6,211	)		(6,211	)
Issuance of equity awards		—		(2,457	)		—			—			2,951			494
Recognition of equity-based compensation		—		5,201			—			—			—			5,201
Sale of treasury stock		—		278			—			—			275			553
Exercise of stock options		—		1,543			—			—			5,903			7,446
Cumulative effect adjustments⁽²⁾		—		—			145			—			—			145
Balance - June 30, 2018	$	55,057	$	1,050,660		$	1,434,342		$	(128,959	)	$	(209,288	)	$	2,201,812

(1)	Related to the adoption of ASU No. 2018-02. See Note 3, “New Accounting Pronouncements,” for further detail.

(2)	Related to the adoption of ASU Nos. 2016-01 and 2017-12. See Note 3, “New Accounting Pronouncements,” for further detail.

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, dollars in thousands)

	For the Six Months Ended
	June 30,
	2018			2017
OPERATING ACTIVITIES
Net income	$	112,210		$	87,002
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		17,000			23,500
Net accretion of premiums and discounts from acquisition		(184	)		(1,691	)
Depreciation and amortization		26,544			28,535
Deferred income tax benefit		(34,703	)		(1,737	)
Net increase in trading securities and other earning assets		(14,742	)		(19,209	)
Gains on sales of securities available for sale, net		(367	)		(1,748	)
Losses on sales of assets		212			19
Amortization of securities premiums, net of discount accretion		22,647			24,139
Originations of loans held for sale		(25,502	)		(32,809	)
Gains on sales of loans held for sale, net		(550	)		(745	)
Proceeds from sales of loans held for sale		24,030			35,390
Equity-based compensation		5,695			6,715
Net tax benefit related to equity compensation plans		2,059			3,100
Changes in:
Accrued income		(1,270	)		(77	)
Accrued expenses and taxes		(43,856	)		(11,497	)
Other assets and liabilities, net		9,592			(19,640	)
Net cash provided by operating activities		98,815			119,247
INVESTING ACTIVITIES
Proceeds from maturities of securities held to maturity		66,253			32,812
Proceeds from sales of securities available for sale		41,272			271,824
Proceeds from maturities of securities available for sale		599,647			741,395
Purchases of securities held to maturity		(10,307	)		(197,425	)
Purchases of securities available for sale		(515,636	)		(733,530	)
Net increase in loans		(373,358	)		(322,944	)
Net decrease in fed funds sold and resell agreements		121,255			139,806
Net cash activity from acquisitions and divestitures		2,874			(1,954	)
Net decrease in interest bearing balances due from other financial institutions		7,336			24,285
Purchases of premises and equipment		(22,152	)		(11,323	)
Proceeds from sales of premises and equipment		26			33
Proceeds from bank-owned life insurance death benefit		16			—
Net cash used in investing activities		(82,774	)		(57,021	)
FINANCING ACTIVITIES
Net decrease in demand and savings deposits		(1,276,612	)		(572,374	)
Net (decrease) increase in time deposits		(360,310	)		98,426
Net increase in fed funds purchased and repurchase agreements		405,454			29,433
Repayment of long-term debt		(1,138	)		(1,226	)
Cash dividends paid		(29,062	)		(25,456	)
Proceeds from exercise of stock options and sales of treasury shares		7,999			10,833
Purchases of treasury stock		(6,211	)		(4,279	)
Net cash used in financing activities		(1,259,880	)		(464,643	)
Decrease in cash and cash equivalents		(1,243,839	)		(402,417	)
Cash and cash equivalents at beginning of period		1,716,262			1,063,967
Cash and cash equivalents at end of period	$	472,423		$	661,550
Supplemental Disclosures:
Income taxes paid	$	51,701		$	20,679
Total interest paid		43,901			23,633

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 (UNAUDITED)

1. Financial Statement Presentation

The Consolidated Financial Statements include the accounts of UMB Financial Corporation and its subsidiaries (collectively, the Company) after the elimination of all intercompany transactions. In the opinion of management of the Company, all adjustments relating to items that are of a normal recurring nature and necessary for a fair presentation of the financial position and results of operations have been made. The results of operations and cash flows for the interim periods presented may not be indicative of the results of the full year ending December 31, 2018. The financial statements should be read in conjunction with “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” within this Quarterly Report on Form 10-Q (the Form 10-Q) and in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission (SEC) on February 22, 2018 (the Form 10-K).

The Company is a financial holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices. The Company’s national bank, UMB Bank, National Association (the Bank), has its principal office in Missouri and also has branches in Arizona, Colorado, Illinois, Kansas, Nebraska, Oklahoma, and Texas. The Company also has offices in Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, and Wisconsin.

Until November 17, 2017, the Company owned Scout Investments, Inc. (Scout), an institutional asset-management company that offered domestic and international equity strategies. On November 17, 2017, the Company closed on the sale of Scout to Carillon Tower Advisers, Inc., a Florida corporation, for a purchase price of approximately $172.5 million, after giving effect to customary purchase price adjustments. In accordance with Accounting Standards Codification (ASC) Topic 205-20, Discontinued Operations, the results of Scout have been presented separately as (Loss) income from discontinued operations in the Company’s Consolidated Statements of Income.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A summary of the significant accounting policies to assist the reader in understanding the financial presentation is provided in the Notes to Consolidated Financial Statements in the Form 10-K.

Cash and cash equivalents

Cash and cash equivalents includes Cash and due from banks and amounts due from the Federal Reserve Bank (FRB). Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks. Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of June 30, 2018 and June 30, 2017 (in thousands):

	June 30,
	2018		2017
Due from the FRB	$	92,990	$	282,402
Cash and due from banks		379,433		379,148
Cash and cash equivalents at end of period	$	472,423	$	661,550

Also included in the Interest-bearing due from banks, but not considered cash and cash equivalents, are interest-bearing accounts held at other financial institutions, which totaled $20.9 million and $49.7 million at June 30, 2018 and June 30, 2017, respectively.

Per Share Data

Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted quarter-to-date net income per share includes the dilutive effect of 455,102 and 579,116 shares issuable upon the exercise of options granted by the Company and outstanding at June 30, 2018 and 2017, respectively. Diluted year-to-date net income per share includes the dilutive effect of 487,366 and 638,922 shares issuable upon the exercise of options granted by the Company and outstanding at June 30, 2018 and 2017, respectively.

Options issued under employee benefits plans to purchase 137,630 and 150,739 shares of common stock were outstanding at June 30, 2018 and 2017, respectively, but were not included in the computation of quarter-to-date and year-to-date diluted earnings per share because the options were anti-dilutive.

Derivatives

The Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, three of the Company’s derivatives are designated in qualifying hedging relationships. However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives are recognized directly in earnings. Changes in fair value of the Company’s fair value hedges are recognized directly in earnings. Changes in fair value of the Company’s cash flow hedges are recognized in accumulated other comprehensive income (AOCI).

3. New Accounting Pronouncements

Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to annual reporting periods that begin after December 15, 2017. In March, April, and May 2016, the FASB issued implementation amendments to the May 2014 ASU (collectively, the amended guidance). The amended guidance affects any entity that enters into contracts with customers to transfer goods and services, unless those contracts are within the scope of other standards. The amended guidance specifically excludes interest income, as well as other revenues associated with financial assets and liabilities, including loans, leases, securities, and derivatives. The amended guidance permits the use of either the full retrospective approach or a modified retrospective approach. The Company adopted the amended guidance using the modified retrospective approach on January 1, 2018. The adoption of this guidance had no impact on the Company’s Consolidated Financial Statements, except for additional financial statement disclosures. See Note 9, “Revenue Recognition” for related disclosures.

Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendment is intended to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this update were adopted on January 1, 2018. Upon adoption, the Company recorded a cumulative effect adjustment to the Company’s Consolidated Balance Sheets of $132 thousand as an increase to the opening balance of total shareholders’ equity.

Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The amendment changes the accounting treatment of leases, in that lessees will recognize most leases on-balance sheet. This will increase reported assets and liabilities, as lessees will be required to recognize a right-of-use asset along with a lease liability, measured on a

discounted basis. Lessees are allowed to account for short-term leases (those with a term of twelve months or less) off-balance sheet. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard requires the use of the modified retrospective transition method. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Extinguishments of Liabilities In March 2016, the FASB issued ASU No. 2016-04, “Recognition of Breakage for Certain Prepaid Stored-Value Products.” The amendment is intended to reduce the diversity in practice related to the recognition of breakage. Breakage refers to the portion of a prepaid stored-value product, such as a gift card, that goes unused wholly or partially for an indefinite period of time. This amendment requires that breakage be accounted for consistent with the breakage guidance within ASU No. 2014-09, “Revenue from Contracts with Customers.” The amendments in this update were adopted January 1, 2018 in conjunction with the adoption of ASU 2014-09, and the adoption had no impact on the Company’s Consolidated Financial Statements.

Credit Losses In September 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This update replaces the current incurred loss methodology for recognizing credit losses with a current expected credit loss model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This amendment broadens the information that an entity must consider in developing its expected credit loss estimates. Additionally, the update amends the accounting for credit losses for available-for-sale debt securities and purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. This update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of a company’s loan portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption in fiscal years beginning after December 15, 2018 is permitted. The amendment requires the use of the modified retrospective approach for adoption. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Receipts and Cash Payments.” This amendment adds to and clarifies existing guidance regarding the classification of certain cash receipts and payments in the statement of cash flows with the intent of reducing diversity in practice with respect to eight types of cash flows. The amendments in this update require full retrospective adoption. The amendments in this update were adopted on January 1, 2018 and did not have an impact on the Company’s Consolidated Financial Statements.

Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to better align financial reporting for hedging activities with the economic objectives of those activities. The amendments in this update are effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted, and require the modified retrospective transition approach as of the date of adoption. The Company early adopted ASU 2017-12 with an effective date of January 1, 2018. Upon adoption, the Company recorded a cumulative effect adjustment to the Company’s Consolidated Balance Sheets of $13 thousand as an increase to the opening balance of total shareholders’ equity.

Comprehensive Income In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally recorded in AOCI are adjusted, certain tax effects become stranded in AOCI. This amendment allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the Tax Act), and requires certain disclosures about stranded tax effects. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in any interim period, is permitted. The Company early adopted ASU 2018-02 using a security-by-security approach with an effective date of January 1, 2018. Upon adoption, the Company reclassified stranded tax effects totaling $12.9 million from AOCI to retained earnings.

4. Loans and Allowance for Loan Losses

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio. Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions. Authority levels are established for the extension of credit to ensure consistency throughout the Company. It is necessary that policies, processes and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to. The Company maintains an independent loan review department that reviews and validates the risk assessment on a continual basis. Management regularly evaluates the results of the loan reviews. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower. The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers. Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans including an analysis of the borrower’s cash flow, available business capital, and overall credit-worthiness of the borrower.

Asset-based loans are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing. Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition. The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite loans to these borrowers.

Factoring loans provide working capital through the purchase and/or financing of accounts receivable to borrowers in the transportation industry and to commercial borrowers that do not generally qualify for traditional bank financing.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. The Company requires that an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements. The underwriting standards address both owner and non-owner occupied real estate.

Construction loans are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates and financial analysis of the developers and property owners. Construction loans are based upon estimates of costs and value associated with the complete project. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, and the availability of long-term financing.

Underwriting standards for residential real estate and home equity loans are based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.

Consumer loans are underwritten based on the borrower’s repayment ability. The Company monitors delinquencies on all of its consumer loans and leases and periodically reviews the distribution of FICO scores relative to historical periods to monitor credit risk on its credit card loans. The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Consumer loans and leases that are 90 days past due or more are considered non-performing.

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure. Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process. Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities. Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.

Loan Aging Analysis

This table provides a summary of loan classes and an aging of past due loans at June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2018
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		Current		Total Loans
Loans
Commercial:
Commercial	$	5,709	$	819	$	37,568	$	44,096	$	4,592,913	$	4,637,009
Asset-based		—		—		—		—		368,328		368,328
Factoring		—		—		—		—		249,351		249,351
Commercial – credit card		676		36		—		712		186,379		187,091
Real estate:
Real estate – construction		—		—		—		—		789,458		789,458
Real estate – commercial		3,335		—		14,245		17,580		3,731,046		3,748,626
Real estate – residential		331		—		683		1,014		686,250		687,264
Real estate – HELOC		791		—		3,089		3,880		575,024		578,904
Consumer:
Consumer – credit card		1,875		1,856		407		4,138		223,187		227,325
Consumer – other		151		172		38		361		137,913		138,274
Leases		—		—		—		—		19,998		19,998
Total loans	$	12,868	$	2,883	$	56,030	$	71,781	$	11,559,847	$	11,631,628

	December 31, 2017
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		Current		Total Loans
Loans
Commercial:
Commercial	$	11,216	$	672	$	38,644	$	50,532	$	4,502,508	$	4,553,040
Asset-based		—		—		—		—		336,614		336,614
Factoring		—		—		—		—		221,672		221,672
Commercial – credit card		387		79		—		466		171,825		172,291
Real estate:
Real estate – construction		6,666		243		93		7,002		710,847		717,849
Real estate – commercial		832		—		16,115		16,947		3,546,683		3,563,630
Real estate – residential		791		—		929		1,720		636,871		638,591
Real estate – HELOC		1,254		—		3,013		4,267		644,112		648,379
Consumer:
Consumer – credit card		2,155		2,057		312		4,524		248,173		252,697
Consumer – other		835		40		36		911		150,872		151,783
Leases		—		—		—		—		23,967		23,967
Total loans	$	24,136	$	3,091	$	59,142	$	86,369	$	11,194,144	$	11,280,513

The Company sold residential real estate loans with proceeds of $24.0 million and $35.4 million in the secondary market without recourse during the six months ended June 30, 2018 and June 30, 2017, respectively.

The Company has ceased the recognition of interest on loans with a carrying value of $56.0 million and $59.1 million at June 30, 2018 and December 31, 2017, respectively. Restructured loans totaled $21.1 million and $41.0 million at June 30, 2018 and December 31, 2017, respectively. Loans 90 days past due and still accruing interest amounted to $2.9 million and $3.1 million at June 30, 2018 and December 31, 2017, respectively. There was an insignificant amount of interest recognized on impaired loans during 2018 and 2017.

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. The loan ratings are summarized into the following categories: Non-watch list, Watch, Special Mention, and Substandard. Any loan not classified in one of the categories described below is considered to be a Non-watch list loan. A description of the general characteristics of the loan rating categories is as follows:

•

Watch – This rating represents credit exposure that presents higher than average risk and warrants greater than routine attention by Company personnel due to conditions affecting the borrower, the borrower’s industry or the economic environment. These conditions have resulted in some degree of uncertainty that results in higher than average credit risk.

•

Special Mention – This rating reflects a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the borrower’s credit position at some future date. The rating

is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

•

Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans in this category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard. This category may include loans where the collection of full principal is doubtful or remote.

All other classes of loans are generally evaluated and monitored based on payment activity. Non-performing loans include restructured loans on non-accrual and all other non-accrual loans.

This table provides an analysis of the credit risk profile of each loan class excluded from ASC 310-30, Loans and Debt Securities Purchased with Deteriorated Credit Quality, at June 30, 2018 and December 31, 2017 (in thousands):

Credit Exposure

Credit Risk Profile by Risk Rating

	Commercial				Asset-based				Factoring
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2018		2017		2018		2017		2018		2017
Non-watch list	$	4,142,433	$	4,048,238	$	291,213	$	306,899	$	249,163	$	220,795
Watch		161,466		162,788		—		—		—		—
Special Mention		117,253		106,638		77,115		29,715		188		47
Substandard		215,857		235,376		—		—		—		830
Total	$	4,637,009	$	4,553,040	$	368,328	$	336,614	$	249,351	$	221,672

	Real estate – construction				Real estate – commercial
	June 30,		December 31,		June 30,		December 31,
	2018		2017		2018		2017
Non-watch list	$	787,424	$	716,830	$	3,594,253	$	3,434,982
Watch		1,841		631		55,776		50,715
Special Mention		—		—		34,051		35,940
Substandard		193		388		64,546		41,993
Total	$	789,458	$	717,849	$	3,748,626	$	3,563,630

Credit Exposure

Credit Risk Profile Based on Payment Activity

	Commercial – credit card				Real estate – residential				Real estate – HELOC
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2018		2017		2018		2017		2018		2017
Performing	$	187,091	$	172,291	$	686,581	$	637,662	$	575,815	$	645,366
Non-performing		—		—		683		929		3,089		3,013
Total	$	187,091	$	172,291	$	687,264	$	638,591	$	578,904	$	648,379

	Consumer – credit card				Consumer – other				Leases
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2018		2017		2018		2017		2018		2017
Performing	$	226,918	$	252,385	$	138,236	$	151,747	$	19,998	$	23,967
Non-performing		407		312		38		36		—		—
Total	$	227,325	$	252,697	$	138,274	$	151,783	$	19,998	$	23,967

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s judgment of inherent probable losses within the Company’s loan portfolio as of the balance sheet date. The allowance is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Accordingly, the methodology is based on historical loss trends. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for probable loan losses reflects loan quality trends, including the levels of, and trends related to, non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and estimated losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific loans; however, the entire allowance is available for any loan that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available at the time, the adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and changes in the regulatory environment.

The Company’s allowance for loan losses consists of specific valuation allowances and general valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends, general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of impaired loans. Loans are classified based on an internal risk grading process that evaluates the obligor’s ability to repay, the underlying collateral, if any, and the economic environment and industry in which the borrower operates. When a loan is considered impaired, the loan is analyzed to determine the need, if any, to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk rating of the loan and economic conditions affecting the borrower’s industry.

General valuation allowances are calculated based on the historical loss experience of specific types of loans including an evaluation of the time span and volume of the actual charge-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are updated based on actual charge-off experience. A valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio, time span to charge-off, and the total dollar amount of the loans in the pool. The Company’s pools of similar loans include similarly risk-graded groups of commercial loans, commercial real estate loans, commercial credit card, home equity loans, consumer real estate loans and consumer and other loans. The Company also considers a loan migration analysis for criticized loans. This analysis includes an assessment of the probability that a loan will move to a loss position based on its risk rating. The consumer credit card pool is evaluated based on delinquencies and credit scores. In addition, a portion of the allowance is determined by a review of qualitative factors by management.

Generally, the unsecured portion of a commercial or commercial real estate loan is charged off when, after analyzing the borrower’s financial condition, it is determined that the borrower is incapable of servicing the debt, little or no prospect for near term improvement exists, and no realistic and significant strengthening action is pending. For collateral dependent commercial or commercial real estate loans, an analysis is completed regarding the Company’s collateral position to determine if the amounts due from the borrower are in excess of the calculated current fair value of the collateral. Specific allocations of the allowance for loan losses are made for any collateral deficiency. If a collateral deficiency is ultimately deemed to be uncollectible, the amount is charged off. Revolving commercial loans (such as commercial credit cards) which are past due 90 cumulative days are classified as a loss and charged off.

Generally, a consumer loan, or a portion thereof, is charged off in accordance with regulatory guidelines which provide that such loans be charged off when the Company becomes aware of the loss, such as from a triggering event that may include, but is not limited to, new information about a borrower’s intent and ability to repay the loan, bankruptcy, fraud, or death. However, the charge-off timeframe should not exceed the specified delinquency time frames, which state that closed-end retail loans (such as real estate mortgages, home equity loans and consumer installment loans) that become past due 120 cumulative days and open-end retail loans (such as home equity lines of credit and consumer credit cards) that become past due 180 cumulative days are classified as a loss and charged off.

ALLOWANCE FOR LOAN LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2018 (in thousands):

	Three Months Ended June 30, 2018
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	81,057		$	9,738		$	9,460		$	47		$	100,302
Charge-offs		(6,616	)		(1,108	)		(2,553	)		—			(10,277	)
Recoveries		479			73			721			—			1,273
Provision		2,171			3,523			1,312			(6	)		7,000
Ending balance	$	77,091		$	12,226		$	8,940		$	41		$	98,298

	Six Months Ended June 30, 2018
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	81,156		$	9,312		$	10,083		$	53		$	100,604
Charge-offs		(13,934	)		(2,850	)		(5,253	)		—			(22,037	)
Recoveries		950			303			1,478			—			2,731
Provision		8,919			5,461			2,632			(12	)		17,000
Ending balance	$	77,091		$	12,226		$	8,940		$	41		$	98,298
Ending balance: individually evaluated for impairment	$	4,340		$	121		$	—		$	—		$	4,461
Ending balance: collectively evaluated for impairment		72,751			12,105			8,940			41			93,837
Loans:
Ending balance: loans	$	5,441,779		$	5,804,252		$	365,599		$	19,998		$	11,631,628
Ending balance: individually evaluated for impairment		41,556			10,791			—			—			52,347
Ending balance: collectively evaluated for impairment		5,400,223			5,793,461			365,599			19,998			11,579,281

This table provides a rollforward of the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2017 (in thousands):

	Three Months Ended June 30, 2017
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	73,197		$	10,512		$	9,510		$	104		$	93,323
Charge-offs		(9,602	)		(263	)		(2,624	)		—			(12,489	)
Recoveries		1,631			358			474			—			2,463
Provision		11,632			1,298			1,601			(31	)		14,500
Ending balance	$	76,858		$	11,905		$	8,961		$	73		$	97,797

	Six Months Ended June 30, 2017
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Charge-offs		(15,583	)		(449	)		(5,161	)		—			(21,193	)
Recoveries		2,329			419			1,093			—			3,841
Provision		18,455			1,366			3,718			(39	)		23,500
Ending balance	$	76,858		$	11,905		$	8,961		$	73		$	97,797
Ending balance: individually evaluated for impairment	$	8,362		$	74		$	—		$	—		$	8,436
Ending balance: collectively evaluated for impairment		68,496			11,831			8,961			73			89,361
Loans:
Ending balance: loans	$	5,208,864		$	5,243,881		$	368,029		$	27,804		$	10,848,578
Ending balance: individually evaluated for impairment		68,359			9,086			—			—			77,445
Ending balance: collectively evaluated for impairment		5,140,505			5,234,795			368,029			27,804			10,771,133

Impaired Loans

This table provides an analysis of impaired loans by class at June 30, 2018 and December 31, 2017 (in thousands):

	As of June 30, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	76,063	$	27,143	$	14,413	$	41,556	$	4,340	$	50,064
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		458
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		108		93		—		93		—		93
Real estate – commercial		17,261		10,183		216		10,399		45		12,628
Real estate – residential		311		203		96		299		76		309
Real estate – HELOC		—		—		—		—		—		—
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		—
Leases		—		—		—		—		—		—
Total	$	93,743	$	37,622	$	14,725	$	52,347	$	4,461	$	63,552

	As of December 31, 2017
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	84,749	$	44,525	$	16,465	$	60,990	$	6,299	$	65,385
Asset-based		—		—		—		—		—		—
Factoring		830		—		830		830		306		207
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		108		93		—		93		—		148
Real estate – commercial		16,284		7,968		4,477		12,445		3		10,506
Real estate – residential		427		321		97		418		75		221
Real estate – HELOC		—		—		—		—		—		—
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		8
Leases		—		—		—		—		—		—
Total	$	102,398	$	52,907	$	21,869	$	74,776	$	6,683	$	76,475

Troubled Debt Restructurings

A loan modification is considered a troubled debt restructuring (TDR) when a concession has been granted to a debtor experiencing financial difficulties. The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions. These modifications allow the debtor short-term cash relief to allow them to improve their financial condition. The Company’s restructured loans are individually evaluated for impairment and evaluated as part of the allowance for loan loss as described above in the Allowance for Loan Losses section of this note.

The Company had no outstanding commitments to lend to borrowers with loan modifications classified as TDRs as of June 30, 2018. As of June 30, 2017 the Company had $1.6 million in commitments to lend to borrowers with loan modifications classified as TDRs. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default. Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.

For the three and six month periods ended June 30, 2018, the Company had one commercial TDR with a pre-modification loan balance of $6.2 million and a post-modification loan balance of $6.1 million, and one residential real estate TDR with a pre-modification loan balance of $93 thousand and a post-modification loan balance of $92 thousand. For the three month period ended June 30, 2017, the Company had no new TDRs. For the six month period ended June 30, 2017, the Company had one commercial TDR with a pre- and post-modification loan balance of $7.2 million.

5. Securities

Securities Available for Sale

This table provides detailed information about securities available for sale at June 30, 2018 and December 31, 2017 (in thousands):

June 30, 2018	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	40,098	$	—	$	(2,008	)	$	38,090
U.S. Agencies		200		—		(2	)		198
Mortgage-backed		3,809,164		819		(137,027	)		3,672,956
State and political subdivisions		2,333,242		3,291		(37,561	)		2,298,972
Corporates		1,470		—		(2	)		1,468
Total	$	6,184,174	$	4,110	$	(176,600	)	$	6,011,684

December 31, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	40,092	$	—	$	(1,449	)	$	38,643
U.S. Agencies		14,762		—		(10	)		14,752
Mortgage-backed		3,719,369		1,914		(72,040	)		3,649,243
State and political subdivisions		2,546,517		11,965		(15,809	)		2,542,673
Corporates		13,278		—		(12	)		13,266
Total	$	6,334,018	$	13,879	$	(89,320	)	$	6,258,577

The following table presents contractual maturity information for securities available for sale at June 30, 2018 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	325,043	$	324,844
Due after 1 year through 5 years		999,207		992,435
Due after 5 years through 10 years		750,393		730,715
Due after 10 years		300,367		290,734
Total		2,375,010		2,338,728
Mortgage-backed securities		3,809,164		3,672,956
Total securities available for sale	$	6,184,174	$	6,011,684

Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

For the six months ended June 30, 2018, proceeds from the sales of securities available for sale were $41.3 million compared to $271.8 million for the same period in 2017. Securities transactions resulted in gross realized gains of $370 thousand and $1.7 million for the six months ended June 30, 2018 and 2017, respectively. Securities transactions resulted in gross realized losses of $3 thousand for the six months ended June 30, 2018 and there were no gross realized losses for the six months ended June 30, 2017.

Securities available for sale with a fair value of $5.0 billion at June 30, 2018 and $5.7 billion at December 31, 2017 were pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements. Of this amount, securities with a market value of $1.6 billion and $1.8 billion at June 30, 2018 and December 31, 2017, respectively, were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The following table shows the Company’s available for sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2018 and December 31, 2017 (in thousands):

	Less than 12 months					12 months or more					Total
June 30, 2018	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	9,802	$	(134	)	$	28,288	$	(1,874	)	$	38,090	$	(2,008	)
U.S. Agencies		198		(2	)		—		—			198		(2	)
Mortgage-backed		2,143,258		(57,180	)		1,407,240		(79,847	)		3,550,498		(137,027	)
State and political subdivisions		1,488,089		(20,901	)		341,027		(16,660	)		1,829,116		(37,561	)
Corporates		1,468		(2	)		—		—			1,468		(2	)
Total temporarily-impaired debt securities available for sale	$	3,642,815	$	(78,219	)	$	1,776,555	$	(98,381	)	$	5,419,370	$	(176,600	)

	Less than 12 months					12 months or more					Total
December 31, 2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	9,851	$	(64	)	$	28,792	$	(1,385	)	$	38,643	$	(1,449	)
U.S. Agencies		14,553		(10	)		—		—			14,553		(10	)
Mortgage-backed		1,990,006		(19,980	)		1,562,333		(52,060	)		3,552,339		(72,040	)
State and political subdivisions		1,076,930		(7,325	)		376,560		(8,484	)		1,453,490		(15,809	)
Corporates		13,266		(12	)		—		—			13,266		(12	)
Total temporarily-impaired debt securities available for sale	$	3,104,606	$	(27,391	)	$	1,967,685	$	(61,929	)	$	5,072,291	$	(89,320	)

The unrealized losses in the Company’s investments in U.S. Treasury obligations, U.S. government agencies, Government Sponsored Entity (GSE) mortgage-backed securities, municipal securities, and corporates were caused by changes in interest rates. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost. The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired at June 30, 2018.

Securities Held to Maturity

The following table shows the Company’s held-to-maturity investments’ amortized cost, fair value, and gross unrealized gains and losses at June 30, 2018 and December 31, 2017, respectively (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	6,919	$	—	$	(52	)	$	6,867
Due after 1 year through 5 years		106,654		226		(9,188	)		97,692
Due after 5 years through 10 years		349,733		3,376		(20,134	)		332,975
Due after 10 years		741,276		5,280		(80,153	)		666,403
Total state and political subdivisions	$	1,204,582	$	8,882	$	(109,527	)	$	1,103,937

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	2,275	$	3	$	(24	)	$	2,254
Due after 1 year through 5 years		100,648		3,111		(2,834	)		100,925
Due after 5 years through 10 years		372,234		5,006		(14,117	)		363,123
Due after 10 years		785,857		6,952		(51,664	)		741,145
Total state and political subdivisions	$	1,261,014	$	15,072	$	(68,639	)	$	1,207,447

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There were no sales of securities held to maturity during the six months ended June 30, 2018 or 2017.

Trading Securities

There were net unrealized gains on trading securities of $36 thousand at June 30, 2018, and net unrealized losses on trading securities of $67 thousand at June 30, 2017. Net unrealized gains/losses are included in Trading and investment banking income on the Consolidated Statements of Income. Securities sold not yet purchased totaled $16.8 million and $4.1 million at June 30, 2018 and December 31, 2017, respectively, and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

Other Securities

The table below provides detailed information for FRB stock and Federal Home Loan Bank (FHLB) stock and other securities at June 30, 2018 and December 31, 2017 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		Losses			Value
FRB and FHLB stock	$	33,262	$	—	$	—		$	33,262
Other securities – marketable		—		5,018		—			5,018
Other securities – non-marketable		25,532		3,187		(452	)		28,267
Total Other securities	$	58,794	$	8,205	$	(452	)	$	66,547

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		Losses			Value
FRB and FHLB stock	$	33,262	$	—	$	—		$	33,262
Other securities – marketable		3		4,637		—			4,640
Other securities – non-marketable		26,606		1,389		—			27,995
Total Other securities	$	59,871	$	6,026	$	—		$	65,897

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost. Other marketable and non-marketable securities include Prairie Capital Management (PCM) alternative investments in hedge funds and private equity funds, which are accounted for as equity-method investments. The fair value of other marketable securities includes alternative investment securities of $5.0 million at June 30, 2018 and $4.6 million at December 31, 2017. The fair value of other non-marketable securities includes alternative investment securities of $4.8 million at June 30, 2018 and $3.4 million at December 31, 2017. Unrealized gains or losses on alternative investments are recognized in the Other noninterest income line on the Company’s Consolidated Statements of Income.

6. Goodwill and Other Intangibles

Changes in the carrying amount of goodwill for the periods ended June 30, 2018 and December 31, 2017 by reportable segment are as follows (in thousands):

	Commercial Banking		Institutional Banking			Personal Banking		Healthcare Services		Total
Balances as of January 1, 2018	$	59,419	$	51,332		$	70,116	$	—	$	180,867
Balances as of June 30, 2018	$	59,419	$	51,332		$	70,116	$	—	$	180,867


Balances as of January 1, 2017	$	59,419	$	98,861		$	70,116	$	—	$	228,396
Discontinued assets ─ goodwill and other intangibles, net		—		(47,529	)		—		—		(47,529	)
Balances as of December 31, 2017	$	59,419	$	51,332		$	70,116	$	—	$	180,867

The following table lists the finite-lived intangible assets that continue to be subject to amortization as of June 30, 2018 and December 31, 2017 (in thousands):

	As of June 30, 2018
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross carrying amount	$	50,059	$	71,342	$	3,254	$	124,655
Accumulated amortization		43,728		60,463		3,254		107,445
Net carrying amount	$	6,331	$	10,879	$	—	$	17,210

	As of December 31, 2017
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross carrying amount	$	50,059	$	71,342	$	3,254	$	124,655
Accumulated amortization		42,209		58,935		3,254		104,398
Net carrying amount	$	7,850	$	12,407	$	—	$	20,257

The following table has the aggregate amortization expense recognized in each period (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Aggregate amortization expense	$	1,485	$	1,924	$	3,047	$	3,970

The following table lists estimated amortization expense of intangible assets in future periods (in thousands):

For the six months ending December 31, 2018	$	2,666
For the year ending December 31, 2019		4,714
For the year ending December 31, 2020		3,759
For the year ending December 31, 2021		2,755
For the year ending December 31, 2022		1,815
For the year ending December 31, 2023		1,097

7. Securities Sold Under Agreements to Repurchase

The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

The table below presents the remaining contractual maturities of repurchase agreements outstanding at June 30, 2018, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands):

	As of June 30, 2018
	Remaining Contractual Maturities of the Agreements
Repurchase agreements, secured by:	On Demand		2-29 Days		Over 90 Days		Total
U.S. Treasury	$	—	$	15,755	$	—	$	15,755
U.S. Agencies		—		1,267,219		4,500		1,271,719
Total repurchase agreements	$	—	$	1,282,974	$	4,500	$	1,287,474

8. Business Segment Reporting

The Company has strategically aligned its operations into the following four reportable segments: Commercial Banking, Institutional Banking, Personal Banking, and Healthcare Services (collectively, the Business Segments). Senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. Previously, the Company had the following three Business Segments: Bank, Institutional Investment Management, and Asset Servicing. During 2017, the Company sold all of the outstanding stock of Scout, its institutional investment management subsidiary. As the operations of Scout are included in discontinued operations, the Company no longer presents such operations as one of its business segments. The Company’s reportable Business Segments include certain corporate overhead, technology and service costs that are allocated based on methodologies that are applied consistently between periods. For comparability purposes, amounts in all periods are based on methodologies in effect at June 30, 2018. Previously reported results have been reclassified in this filing to conform to the current organizational structure.

The following summaries provide information about the activities of each segment:

Commercial Banking serves the commercial lending and leasing, capital markets, and treasury management needs of the Company’s mid-market businesses and governmental entities by offering various products and services. Such services include commercial loans, commercial credit cards, letters of credit, loan syndication services, consultative services, and a variety of financial options for companies that need non-traditional banking services. Capital markets services include asset-based financing, asset securitization, equity and mezzanine financing, factoring, private and public placement of senior debt, as well as merger and acquisition consulting. Treasury management services include depository services, account reconciliation services, electronic fund transfer services, controlled disbursements, lockbox services, and remote deposit capture services.

Institutional Banking is a combination of banking services, fund services, and asset management services provided to institutional clients. This segment also provides mutual fund cash management, international payments, corporate trust and escrow services, as well as correspondent banking and investment banking. Products and services include bond trading transactions, cash letter collections, investment portfolio accounting and safekeeping, reporting for asset/liability management, and Federal funds transactions. Institutional Banking also includes UMB Fund Services, which provides fund administration and accounting, investor services and transfer agency, marketing and distribution, custody and alternative investment services.

Personal Banking combines consumer services and asset management provided to personal clients. This segment combines the Company’s consumer bank with the individual investment and wealth management solutions. The range of services offered to UMB clients extends from a basic checking account to estate planning and trust services. Products and services include the Company’s bank branches, call center, internet banking and ATM network, deposit accounts, retail credit cards, private banking, installment loans, home equity lines of credit, residential mortgages, small business loans, brokerage services, and insurance services in addition to a full spectrum of investment advisory, trust, and custody services.

Healthcare Services provides healthcare payment solutions including custodial services for health savings accounts (HSAs) and private label, multipurpose debit cards to insurance carriers, third-party administrators, software companies, employers and financial institutions.

Business Segment Information

Business Segment financial results for the three and six months ended June 30, 2018 and June 30, 2017 were as follows (in thousands):

	Three Months Ended June 30, 2018
	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Total
Net interest income	$	93,011	$	16,279	$	31,111	$	9,825	$	150,226
Provision for loan losses		5,139		322		1,539		—		7,000
Noninterest income		19,178		43,411		28,720		8,980		100,289
Noninterest expense		62,859		47,551		54,259		12,549		177,218
Income before taxes		44,191		11,817		4,033		6,256		66,297
Income tax expense		7,246		1,939		662		1,026		10,873
Income from continuing operations	$	36,945	$	9,878	$	3,371	$	5,230	$	55,424
Average assets	$	9,740,000	$	3,934,000	$	4,799,000	$	2,147,000	$	20,620,000

	Three Months Ended June 30, 2017
	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Total
Net interest income	$	86,810	$	12,415	$	30,615	$	7,554	$	137,394
Provision for loan losses		12,114		320		2,066		—		14,500
Noninterest income		21,714		48,161		31,135		9,296		110,306
Noninterest expense		62,545		46,610		56,516		11,268		176,939
Income before taxes		33,865		13,646		3,168		5,582		56,261
Income tax expense		7,188		3,137		106		1,059		11,490
Income from continuing operations	$	26,677	$	10,509	$	3,062	$	4,523	$	44,771
Average assets	$	9,842,000	$	3,316,000	$	5,293,000	$	1,864,000	$	20,315,000

	Six Months Ended June 30, 2018
	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Total
Net interest income	$	185,006	$	32,023	$	62,003	$	19,116	$	298,148
Provision for loan losses		13,117		672		3,211		—		17,000
Noninterest income		39,775		88,830		59,434		17,775		205,814
Noninterest expense		125,131		94,383		109,225		24,355		353,094
Income before taxes		86,533		25,798		9,001		12,536		133,868
Income tax expense		13,516		4,030		1,406		1,959		20,911
Income from continuing operations	$	73,017	$	21,768	$	7,595	$	10,577	$	112,957
Average assets	$	9,765,000	$	3,882,000	$	4,885,000	$	2,151,000	$	20,683,000

	Six Months Ended June 30, 2017
	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Total
Net interest income	$	172,108	$	23,971	$	60,809	$	14,821	$	271,709
Provision for loan losses		18,934		789		3,777		—		23,500
Noninterest income		40,919		93,828		59,671		18,805		213,223
Noninterest expense		125,202		91,362		112,632		21,553		350,749
Income before taxes		68,891		25,648		4,071		12,073		110,683
Income tax expense		14,870		5,456		1,015		2,595		23,936
Income from continuing operations	$	54,021	$	20,192	$	3,056	$	9,478	$	86,747
Average assets	$	9,730,000	$	3,391,000	$	5,317,000	$	1,837,000	$	20,275,000

9. Revenue Recognition

As of January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers – ASC 606 and all subsequent ASUs that modified ASC 606. The Company has elected to apply the ASU and all related ASUs using the modified retrospective approach. The implementation of the guidance had no material impact on the measurement or recognition of revenue of either current or prior periods.

The following is a description of the principal activities from which the Company generates revenue that are within the scope of ASC 606:

Trust and securities processing - Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund and alternative asset servicing. The performance obligations related to this revenue include items such as performing full bond trustee service administration, investment advisory services, custody and record-keeping services, and fund administrative and accounting services. These fees are part of long-term contractual agreements and the performance obligations are satisfied upon completion of service and fees are generally a fixed flat monthly rate or based on a percentage of the account’s market value per the contract with the customer. These fees are primarily recorded within the Company’s Institutional and Personal Banking segments.

Trading and investment banking - Trading and investment banking income consists of income earned related to the Company’s trading securities portfolio, including futures hedging, dividends, bond underwriting, and other securities incomes. The vast majority of this revenue is recognized in accordance with ASC 320, Debt and Equity Securities, and is out of the scope of ASC 606. A portion of trading and investment banking represents fees earned for management fees, commissions, and underwriting of corporate bond issuances. The performance obligations related to these fees include reviewing the credit worthiness of the customer, ensuring appropriate regulatory approval and participating in due diligence. The fees are fixed per the bond prospectus and the performance obligations are satisfied upon registration approval of the bonds by the applicable regulatory agencies. Revenue is recognized at the point in time upon completion of service and when approval is granted by the regulators.

Service charges on deposits - Service charges on deposit accounts represent monthly analysis fees recognized for the services related to customer deposit accounts, including account maintenance and depository transactions processing fees. Commercial Banking and Institutional Banking depository accounts charge fees in accordance with the customer’s pricing schedule while Personal Banking account holders are generally charged a flat service fee per month. Deposit service charges for the Healthcare Services segment are priced according to either standard pricing schedules with individual account holders or according to service agreements between the Company and employer groups or third party administrators. The Company satisfies the performance obligation related to providing depository accounts monthly as transactions are processed and deposit service charge revenue is recorded monthly. These fees are recognized within all Business Segments.

Insurance fees and commissions – Insurance fees and commissions includes all insurance-related fees earned, including commissions for individual life, variable life, group life, health, group health, fixed annuity, and variable annuity insurance contracts. The performance obligations related to these revenues primarily represent the placement of insurance policies with the insurance company partners. The fees are based on the contracts with

insurance company partners and the performance obligations are satisfied when the terms of the policy have been agreed to and the insurance policy becomes effective.

Brokerage fees – Brokerage fees represent income earned related to providing brokerage transaction services, including commissions on equity and commodity trades, and fees for investment management, advisory and administration. The performance obligations related to transaction services are executing the specified trade and are priced according to the customer’s fee schedule. Such income is recognized at a point in time as the trade occurs and the performance obligation is fulfilled. The performance obligations related to investment management, advisory and administration include allocating customer assets across a wide range of mutual funds and other investments, on-going account monitoring and re-balancing of the portfolio. These performance obligations are satisfied over time and the related revenue is calculated monthly based on the assets under management of each customer. All material performance obligations are satisfied as of the end of each accounting period.

Bankcard fees – Bankcard fees primarily represent income earned from interchange revenue from MasterCard and Visa for the Company’s processing of debit, credit, HSA, and flexible spending account transactions. Additionally, the Company earns income and incentives related to various referrals of customers to card programs. The performance obligation for interchange revenue is the processing of each transaction through the Company’s access to the banking system. This performance obligation is completed for each individual transaction and income is recognized per transaction in accordance with interchange rates established by MasterCard and Visa. The performance obligations for various referral and incentive programs include either referring customers to certain card products or issuing exclusively branded cards for certain customer segments. The pricing of these incentive and referral programs are in accordance with the agreement with the individual card partner. These performance obligations are completed as the referrals are made or over a period of time when the Company is exclusively issuing branded cards. For the three months ended June 30, 2018 and June 30, 2017, the Company also has approximately $9.0 million and $5.3 million of expense, respectively, recorded within the Bankcard fees line on the Company’s Consolidated Income Statements related to rebates and rewards programs that are outside of the scope of ASC 606. For the six months ended June 30, 2018 and June 30, 2017, the Company also has approximately $17.1 million and $12.1 million of expense, respectively, related to these rebates and rewards programs. All material performance obligations are satisfied as of the end of each accounting period.

Gains on sales of securities available for sale, net – In the regular course of business, the Company recognizes gains on the sale of available for sale securities. These gains are recognized in accordance with ASC 320, Debt and Equity Securities, and are outside of the scope of ASC 606.

Other income – The Company recognizes other miscellaneous income through a variety of other revenue streams, the most material of which include letter of credit fees, certain loan origination fees, gains on the sale of assets, gains and losses on equity-method investments, derivative income, and bank-owned and company-owned life insurance income. These revenue streams are outside of the scope of ASC 606 and are recognized in accordance with the applicable U.S. GAAP. The remainder of Other income is primarily earned through transactions with personal banking customers, including wire transfer service charges, stop payment charges, and fees for items like money orders and cashier’s checks. The performance obligations of these types of fees are satisfied as transactions are completed and revenue is recognized upon transaction execution according to established fee schedules with the customers.

The Company had no material contract assets, contract liabilities, or remaining performance obligations as of June 30, 2018. Total receivables from revenue recognized under the scope of ASC 606 were $54.8 million and $53.5 million as of June 30, 2018 and December 31, 2017, respectively. These receivables are included as part of the Other assets line on the Company’s Consolidated Balance Sheets.

The following table depicts the disaggregation of revenue according to revenue stream and Business Segment for the three and six months ended June 30, 2018 and June 30, 2017. As stated in Note 8, “Business Segment Reporting,” for comparability purposes, amounts in all periods are based on methodologies in effect at June 30, 2018 and previously reported results have been reclassified in this filing to confirm to the current organizational structure. Disaggregated revenue is as follows (in thousands):

	Three Months Ended June 30, 2018
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Revenue (Expense) out of Scope of ASU 606			Total
Trust and securities processing	$	—	$	26,846	$	15,999	$	—	$	—		$	42,845
Trading and investment banking		—		—		—		—		4,653			4,653
Service charges on deposit accounts		7,624		5,808		2,777		4,478		35			20,722
Insurance fees and commissions		—		—		340		—		—			340
Brokerage fees		49		3,975		2,267		—		—			6,291
Bankcard fees		15,025		1,420		5,584		4,042		(8,887	)		17,184
Gains on sales of securities available for sale, net		—		—		—		—		228			228
Other		678		136		879		186		6,147			8,026
Total Noninterest income	$	23,376	$	38,185	$	27,846	$	8,706	$	2,176		$	100,289

	Three Months Ended June 30, 2017
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Revenue (Expense) out of Scope of ASU 606			Total
Trust and securities processing	$	—	$	27,962	$	16,849	$	—	$	—		$	44,811
Trading and investment banking		—		169		—		—		6,004			6,173
Service charges on deposit accounts		8,083		7,494		2,864		4,260		30			22,731
Insurance fees and commissions		—		—		513		—		—			513
Brokerage fees		36		3,703		2,147		3		—			5,889
Bankcard fees		13,416		1,583		5,902		4,490		(5,157	)		20,234
Gains on sales of securities available for sale, net		—		—		—		—		1,280			1,280
Other		1,507		151		708		93		6,216			8,675
Total Noninterest income	$	23,042	$	41,062	$	28,983	$	8,846	$	8,373		$	110,306

	Six Months Ended June 30, 2018
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Revenue (Expense) out of Scope of ASU 606			Total
Trust and securities processing	$	—	$	54,542	$	32,305	$	—	$	—		$	86,847
Trading and investment banking		—		—		—		—		8,754			8,754
Service charges on deposit accounts		15,415		13,038		5,589		8,516		69			42,627
Insurance fees and commissions		—		—		641		—		—			641
Brokerage fees		101		8,036		4,507		—		—			12,644
Bankcard fees		29,822		3,055		10,897		8,346		(16,813	)		35,307
Gains on sales of securities available for sale, net		—		—		—		—		367			367
Other		1,133		255		1,785		335		15,119			18,627
Total Noninterest income	$	46,471	$	78,926	$	55,724	$	17,197	$	7,496		$	205,814

	Six Months Ended June 30, 2017
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Healthcare Services		Revenue (Expense) out of Scope of ASU 606			Total
Trust and securities processing	$	—	$	54,479	$	32,873	$	—	$	—		$	87,352
Trading and investment banking		—		674		—		—		13,041			13,715
Service charges on deposit accounts		16,103		14,849		5,729		8,065		60			44,806
Insurance fees and commissions		—		—		1,159		—		—			1,159
Brokerage fees		76		6,959		4,228		3		—			11,266
Bankcard fees		25,564		3,088		11,340		9,712		(11,718	)		37,986
Gains on sales of securities available for sale, net		—		—		—		—		1,748			1,748
Other		1,996		314		1,472		169		11,240			15,191
Total Noninterest income	$	43,739	$	80,363	$	56,801	$	17,949	$	14,371		$	213,223

10. Commitments, Contingencies and Guarantees

In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, forward foreign exchange contracts and spot foreign exchange contracts. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contractual or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. Many of the commitments expire without being drawn upon; therefore, the total amount of these commitments does not necessarily represent the future cash requirements of the Company.

The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table summarizes the Company’s off-balance sheet financial instruments (in thousands):

	Contract or Notional Amount
	June 30,		December 31,
	2018		2017
Commitments to extend credit for loans (excluding credit card loans)	$	6,146,143	$	6,689,467
Commitments to extend credit under credit card loans		3,053,379		2,975,507
Commercial letters of credit		4,987		813
Standby letters of credit		330,478		316,054
Forward contracts		33,575		29,007
Spot foreign exchange contracts		665		628

11. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain fixed-rate assets and liabilities. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of the Company’s derivative financial instruments as of June 30, 2018 and December 31, 2017. The Company’s derivative assets and derivative liabilities are located within Other assets and Other liabilities, respectively, on the Company’s Consolidated Balance Sheets.

Derivatives fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of June 30, 2018 and December 31, 2017 (in thousands):

	Derivative Assets				Derivative Liabilities
	June 30,		December 31,		June 30,		December 31,
Fair Value	2018		2017		2018		2017
Interest Rate Products:
Derivatives not designated as hedging instruments	$	2,855	$	10,116	$	7,970	$	7,326
Derivatives designated as hedging instruments		115		33		—		1,580
Total	$	2,970	$	10,149	$	7,970	$	8,906

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets and liabilities due to changes in the benchmark interest rate, London Interbank Offered Rate (LIBOR). Interest rate swaps designated as fair value hedges involve either making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments, or making variable rate payments to a counterparty in exchange for the Company receiving fixed rate payments, over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2018, the Company had one interest rate swap with a notional amount of $5.7 million that was designated as a fair value hedge of interest rate risk associated with the Company’s fixed rate loan assets.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.

Cash Flow Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its variable-rate liabilities due to changes in the benchmark interest rate, LIBOR. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of June 30, 2018, the Company had two interest rate swaps with a notional amount of $51.5 million that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate subordinated debentures issued by Marquette Capital Trusts III and IV. For derivatives designated and that qualify as cash flow hedges, the change in fair value is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and six months ended June 30, 2018, the Company recognized net gains of $910 thousand and $3.1 million, respectively, in AOCI for the change in fair value of these cash flow hedges. During the three and six months ended June 30, 2017, the Company recognized net losses of $1.2 million and $911 thousand, respectively, in AOCI for the change in fair value of these cash flow hedges. Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s derivatives. The Company expects to reclassify $7 thousand from AOCI to Interest expense during the next 12 months. As of June 30, 2018, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 18.22 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of June 30, 2018, the Company had 96 interest rate swaps with an aggregate notional amount of $1.1 billion related to this program. During the three and six months ended June 30, 2018, the Company recognized net gains of $137 thousand and $473 thousand, respectively, related to changes in fair value of these swaps. During the three and six months ended June 30, 2017, the Company recognized net losses of $168 thousand and $516 thousand, respectively, related to changes in fair value of these swaps.

Effect of Derivative Instruments on the Consolidated Statements of Income

This table provides a summary of the amount of gain or loss recognized in Other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative assets and liabilities for the three and six months ended June 30, 2018 and June 30, 2017 (in thousands):

	Amount of Gain (Loss) Recognized
	For the Three Months Ended						For the Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2018			2017			2018			2017
Interest Rate Products
Derivatives not designated as hedging instruments	$	137		$	(168	)	$	473		$	(516	)
Total	$	137		$	(168	)	$	473		$	(516	)
Interest Rate Products
Derivatives designated as hedging instruments:
Fair value adjustments on derivatives	$	53		$	(86	)	$	134		$	(132	)
Fair value adjustments on hedged items		(49	)		88			(130	)		134
Total	$	4		$	2		$	4		$	2

This table provides a summary of the amount of gain or loss recognized in AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative assets and liabilities for the three and six months ended June 30, 2018 and June 30, 2017 (in thousands):

	Amount of Gain Recognized in Other Comprehensive Income on Derivatives
	For the Three Months Ended					For the Six Months Ended
	June 30,		June 30,			June 30,		June 30,
Derivatives in Cash Flow Hedging Relationships	2018		2017			2018		2017
Interest Rate Products
Derivatives designated as cash flow hedging instruments	$	910	$	(1,157	)	$	3,112	$	(911	)
Total	$	910	$	(1,157	)	$	3,112	$	(911	)

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of June 30, 2018, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $154 thousand. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. At June 30, 2018, the Company had posted $1.0 million of collateral. If the Company had breached any of these provisions at June 30, 2018, it could have been required to settle its obligations under the agreements at the termination value.

12. Fair Value Measurements

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of June 30, 2018, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Assets measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

	Fair Value Measurement at June 30, 2018
Description	June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	338	$	338	$	—	$	—
U.S. Agencies		2,088		—		2,088		—
State and political subdivisions		41,308		—		41,308		—
Corporates		10,138		10,138		—		—
Trading – other		13,219		12,464		755		—
Trading securities		67,091		22,940		44,151		—
U.S. Treasury		38,090		38,090		—		—
U.S. Agencies		198		—		198		—
Mortgage-backed		3,672,956		—		3,672,956		—
State and political subdivisions		2,298,972		—		2,298,972		—
Corporates		1,468		1,468		—		—
Available for sale securities		6,011,684		39,558		5,972,126		—
Company-owned life insurance		56,770		—		56,770		—
Bank-owned life insurance		269,703		—		269,703		—
Derivatives		2,970		—		2,970		—
Total	$	6,408,218	$	62,498	$	6,345,720	$	—
Liabilities
Deferred compensation	$	53,084	$	53,084	$	—	$	—
Derivatives		7,970		—		7,970		—
Securities sold not yet purchased		16,834		—		16,834		—
Total	$	77,888	$	53,084	$	24,804	$	—

	Fair Value Measurement at December 31, 2017
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	18	$	18	$	—	$	—
U.S. Agencies		9,976		—		9,976		—
Mortgage-backed		1,949		—		1,949		—
State and political subdivisions		27,114		—		27,114		—
Corporates		1,885		1,885		—		—
Trading – other		13,113		12,434		679		—
Trading securities		54,055		14,337		39,718		—
U.S. Treasury		38,643		38,643		—		—
U.S. Agencies		14,752		—		14,752		—
Mortgage-backed		3,649,243		—		3,649,243		—
State and political subdivisions		2,542,673		—		2,542,673		—
Corporates		13,266		13,266		—		—
Available for sale securities		6,258,577		51,909		6,206,668		—
Company-owned life insurance		53,577		—		53,577		—
Bank-owned life insurance		265,823		—		265,823		—
Derivatives		10,149		—		10,149		—
Total	$	6,642,181	$	66,246	$	6,575,935	$	—
Liabilities
Deferred compensation	$	50,963	$	50,963	$	—	$	—
Derivatives		8,906		—		8,906		—
Securities sold not yet purchased		4,130		—		4,130		—
Total	$	63,999	$	50,963	$	13,036	$	—

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities.

Securities Available for Sale Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year, if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Company-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Bank-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Deferred Compensation Fair values are based on quoted market prices or dealer quotes.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

	Fair Value Measurement at June 30, 2018 Using
Description	June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains Recognized During the Six Months Ended June 30
Impaired loans	$	10,264	$	—	$	—	$	10,264	$	2,222
Other real estate owned		3,683		—		—		3,683		—
Total	$	13,947	$	—	$	—	$	13,947	$	2,222

	Fair Value Measurement at December 31, 2017 Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains Recognized During the Twelve Months Ended December 31
Impaired loans	$	15,186	$	—	$	—	$	15,186	$	1,251
Other real estate owned		1,488		—		—		1,488		13
Total	$	16,674	$	—	$	—	$	16,674	$	1,264

Valuation methods for instruments measured at fair value on a non-recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

Impaired loans While the overall loan portfolio is not carried at fair value, adjustments are recorded on certain loans to reflect write-downs that are based on the external appraised value of the underlying collateral. The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuation of the impaired loans is reviewed on a quarterly basis. Because many of these inputs are not observable, the measurements are classified as Level 3.

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate

property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the lower of the loan balance or fair value of the collateral. The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the impaired loans paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Goodwill Valuation of goodwill to determine impairment is performed annually, or more frequently if there is an event or circumstance that would indicate impairment may have occurred. The process involves calculations to determine the fair value of each reporting unit on a stand-alone basis. A combination of formulas using current market multiples, based on recent sales of financial institutions within the Company’s geographic marketplace, is used to estimate the fair value of each reporting unit. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. The fair value of the Company’s common stock relative to its computed book value per share is also considered as part of the overall evaluation. These measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The estimated fair value of the Company’s financial instruments at June 30, 2018 and December 31, 2017 are as follows (in thousands):

	Fair Value Measurement at June 30, 2018 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	563,654	$	508,224	$	55,430	$	—	$	563,654
Securities available for sale		6,011,684		39,558		5,972,126		—		6,011,684
Securities held to maturity		1,204,582		—		1,103,937		—		1,103,937
Trading securities		67,091		22,940		44,151		—		67,091
Other securities		66,547		—		66,547		—		66,547
Loans (exclusive of allowance for loan loss)		11,635,110		—		11,660,240		—		11,660,240
Derivatives		2,970		—		2,970		—		2,970
FINANCIAL LIABILITIES
Demand and savings deposits		15,466,124		15,466,124		—		—		15,466,124
Time deposits		919,954		—		919,954		—		919,954
Other borrowings		1,666,158		378,684		1,287,474		—		1,666,158
Long-term debt		78,692		—		78,984		—		78,984
Derivatives		7,970		—		7,970		—		7,970
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										2,691
Commercial letters of credit										35
Standby letters of credit										1,291

	Fair Value Measurement at December 31, 2017 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,936,084	$	1,749,618	$	186,466	$	—	$	1,936,084
Securities available for sale		6,258,577		51,909		6,206,668		—		6,258,577
Securities held to maturity		1,261,014		—		1,207,447		—		1,207,447
Trading securities		54,055		14,337		39,718		—		54,055
Other securities		65,897		—		65,897		—		65,897
Loans (exclusive of allowance for loan loss)		11,281,973		—		11,318,764		—		11,318,764
Derivatives		10,149		—		10,149		—		10,149
FINANCIAL LIABILITIES
Demand and savings deposits		16,742,736		16,742,736		—		—		16,742,736
Time deposits		1,280,264		—		1,280,264		—		1,280,264
Other borrowings		1,260,704		11,334		1,249,370		—		1,260,704
Long-term debt		79,281		—		79,496		—		79,496
Derivatives		8,906		—		8,906		—		8,906
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										6,654
Commercial letters of credit										136
Standby letters of credit										2,514

Cash and short-term investments The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.

Securities held to maturity Fair value of held-to-maturity securities are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, PCM equity-method investments, and other miscellaneous investments. The carrying amount of the FRB and FHLB stock equals its fair value because the shares can only be redeemed by the FRB and FHLB at their carrying amount. The fair value of PCM marketable equity-method investments are based on quoted market prices used to estimate the value of the underlying investment. For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag based on the valuation of the underlying investment(s).

Loans Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, consumer, and credit card. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans are based on quoted market prices for similar instruments or estimated by discounting the future cash flows. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Demand and savings deposits The fair value of demand deposits and savings accounts was the amount payable on demand at June 30, 2018 and December 31, 2017.

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

Other borrowings The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities.

Long-term debt Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Other off-balance sheet instruments The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties. Neither the fees earned during the year on these instruments nor their fair value at period-end are significant to the Company’s consolidated financial position.

13. Divestitures

On November 17, 2017, the Company closed on the sale of all of the outstanding stock of Scout, an institutional investment management subsidiary, for $172.5 million in cash. The gain recorded on the disposal of Scout was $103.6 million.

This table summarizes the components of (loss) income from discontinued operations, net of taxes, for the three and six months ended June 30, 2018 and June 30, 2017 presented in the Consolidated Statements of Income (in thousands):

	For the Three Months Ended					For the Six Months Ended
	June 30, 2018		June 30, 2017			June 30, 2018			June 30, 2017
Total noninterest income	$	—	$	17,856		$	—		$	35,719
Total noninterest expense		—		20,455			917			35,411
(Loss) income from discontinued operations		—		(2,599	)		(917	)		308
Income tax (benefit) expense		—		(649	)		(170	)		53
Net (loss) income on discontinued operations	$	—	$	(1,950	)	$	(747	)	$	255

The components of net cash provided by operating activities of discontinued operations included in the Consolidated Statements of Cash Flows are as follows (in thousands):

	For the Six Months Ended
	June 30, 2018			June 30, 2017
(Loss) income from discontinued operations	$	(747	)	$	255
Depreciation and amortization		—			1,647
Net cash provided by operating activities of discontinued operations	$	(747	)	$	1,902

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights the material changes in the results of operations and changes in financial condition of the Company for the three and six-month periods ended June 30, 2018. It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements and other financial information appearing elsewhere in this Form 10-Q and the Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

From time to time the Company has made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations, in each case as of the date such forward-looking statements are made.

This Form 10-Q, including any information incorporated by reference in this Form 10-Q, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the Securities and Exchange Commission. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

•

local, regional, national, or international business, economic, or political conditions or events;

•

changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;

•

changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

•

changes in accounting standards or policies;

•

shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

•

changes in spending, borrowing, or saving by businesses or households;

•

the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

•

changes in any credit rating assigned to the Company or its affiliates;

•

adverse publicity or other reputational harm to the Company;

•

changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

•

the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

•

the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

•

changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

•

the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

•

judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

•

the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;

•

the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;

•

the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

•

the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

•

the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors;

•

mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;

•

the adequacy of the Company’s succession planning for key executives or other personnel;

•

the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;

•

natural or man-made disasters, calamities, or conflicts, including terrorist events; or

•

other assumptions, risks, or uncertainties described in the Notes to Consolidated Financial Statements (Item 1) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2) in this Form 10-Q, in the Risk Factors (Item 1A) in the Form 10-K, or in any of the Company’s quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except to the extent required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company makes in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Overview

The Company focuses on the following four core strategic objectives. Management believes these strategic objectives will guide its efforts to achieve its vision, to deliver the unparalleled customer experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

The first strategic objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify our organizational and reporting structures, streamline back office functions and take advantage of synergies and newer technologies among various platforms and distribution networks. The Company has identified and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage. During the three-month period ended June 30, 2018, total revenue increased 1.1 percent compared to the same period in 2017,

while noninterest expense increased 0.2 percent. As part of this initiative, the Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.

The second strategic objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet. During the three-month period ended June 30, 2018, the Company continued to make progress on this strategy as illustrated by an increase in net interest income of $12.8 million, or 9.3 percent, from the same period in 2017. The Company has shown increased net interest income through the effects of increased interest rates, the volume and mix of average earning assets, and a low cost of funds in its Consolidated Balance Sheets. Average loan balances increased $632.4 million, or 5.8 percent, compared to the same period in 2017. The funding for these assets was driven primarily by a 3.3 percent increase in average interest-bearing liabilities. Net interest margin, on a tax-equivalent basis, increased 12 basis points compared to the same period in 2017. The variance to the same period in 2017 is impacted by a lower tax-equivalent tax rate in 2018 as a result of the Tax Act. This impact was approximately 11 basis points.

The third strategic objective is to grow the Company’s revenue from noninterest sources. The Company has continued to emphasize its diverse operations throughout all economic cycles. This strategy has provided revenue diversity, helped to reduce the impact of sustained low interest rates and positioned the Company to benefit in periods of growth. Noninterest income decreased $10.0 million, or 9.1 percent, to $100.3 million for the three-month period ended June 30, 2018, compared to the same period in 2017. This decline was driven by a combination of lower market-driven revenues such as bond trading income, customer and contract re-pricings in our institutional and asset servicing businesses, as well as an increase in card-based rewards and rebates expenses recorded as contra-revenues from low levels in the prior year. This change is discussed in greater detail below under Noninterest Income. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, and treasury management businesses. At June 30, 2018, noninterest income represented 40.0 percent of total revenues, compared to 44.5 percent at June 30, 2017.

The fourth strategic objective is effective capital management. The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the Company’s strategies, increasing dividends over time, and appropriately utilizing a share repurchase program. At June 30, 2018, the Company had $2.2 billion in total shareholders’ equity. This is an increase of $130.7 million, or 6.3 percent, compared to total shareholders’ equity at June 30, 2017. At June 30, 2018, the Company had a total risk-based capital ratio of 14.63 percent. The Company repurchased 3,373 shares of common stock at an average price of $77.04 per share during the three-month period ended June 30, 2018.

Earnings Summary

The following is a summary regarding the Company’s earnings for the second quarter of 2018. The changes identified in the summary are explained in greater detail below. The Company recorded income from continuing operations of $55.4 million for the three-month period ended June 30, 2018, compared to $44.8 million for the same period a year earlier. This represents a 23.8 percent increase over the three-month period ended June 30, 2017. Basic earnings per share from continuing operations for the three-month period ended June 30, 2018 was $1.12 per share ($1.11 per share fully-diluted) compared to $0.91 per share ($0.90 per share fully-diluted) for the three-month period ended June 30, 2017. Return on average assets and return on average common shareholders’ equity for the three-month period ended June 30, 2018 were 1.08 and 10.18 percent, respectively, compared to 0.88 and 8.69 percent, respectively, for the three-month period ended June 30, 2017.

The Company recorded net income from continuing operations of $113.0 million for the six-month period ended June 30, 2018, compared to $86.7 million for the same period a year earlier. This represents a 30.2 percent increase over the six-month period ended June 30, 2017. Basic earnings per share from continuing operations for the six-month period ended June 30, 2018 were $2.28 per share ($2.26 per share fully-diluted) compared to $1.76 per share ($1.74 per share fully-diluted) for the same period in 2017. Return on average assets and return on average

common shareholders’ equity for the six-month period ended June 30, 2018 were 1.10 and 10.49 percent, respectively, compared to 0.86 and 8.64 percent for the same period in 2017.

Net interest income for the three and six-month periods ended June 30, 2018 increased $12.8 million, or 9.3 percent, and $26.4 million, or 9.7 percent, respectively, compared to the same periods in 2017. For the three-month period ended June 30, 2018, average earning assets increased by $276.4 million, or 1.5 percent, and for the six-month period ended June 30, 2018, they increased by $424.4 million, or 2.2 percent, compared to the same periods in 2017. Net interest margin, on a tax-equivalent basis, increased to 3.24 percent and 3.22 percent for the three and six-month periods ended June 30, 2018, respectively, compared to 3.12 percent and 3.10 percent, respectively, for the same periods in 2017. The variance to the same period in 2017 is impacted by a lower tax-equivalent tax rate in 2018 as a result of the Tax Act. This impact is approximately 11 basis points.

The provision for loan losses decreased by $7.5 million to $7.0 million for the three-month period ended June 30, 2018, and decreased by $6.5 million to $17.0 million for the six-month period ended June 30, 2018, compared to the same periods in 2017. This change is the result of applying the Company’s methodology for computing the allowance for loan losses, which considers the inherent risk in the loan portfolio, as well as other qualitative factors, such as macroeconomic conditions, loan growth, loan impairment changes, loan risk grading changes, and net charge-off levels. The Company’s nonperforming loans increased $4.6 million to $56.0 million at June 30, 2018, compared to June 30, 2017, but decreased $3.1 million, compared to December 31, 2017. The allowance for loan losses as a percentage of total loans decreased to 0.85 percent as of June 30, 2018, compared to 0.90 percent at June 30, 2017. For a description of the Company’s methodology for computing the allowance for loan losses, please see the summary discussion of the Allowance for Loan Losses within the Critical Accounting Policies and Estimates subsection of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K.

Noninterest income decreased by $10.0 million, or 9.1 percent, for the three-month period ended June 30, 2018, and decreased by $7.4 million, or 3.5 percent, for the six-month period ended June 30, 2018, compared to the same periods in 2017. These changes are discussed in greater detail below under Noninterest Income.

Noninterest expense increased by $0.3 million, or 0.2 percent, for the three-month period ended June 30, 2018, and increased by $2.3 million, or 0.7 percent, for the six-month period ended June 30, 2018, compared to the same periods in 2017. These changes are discussed in greater detail below under Noninterest Expense.

Net Interest Income

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest-earning assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income. Net interest income for the three and six-month periods ended June 30, 2018 increased $12.8 million, or 9.3 percent, and $26.4 million, or 9.7 percent, respectively, compared to the same periods in 2017.

Table 1 shows the impact of earning asset rate changes compared to changes in the cost of interest-bearing liabilities. As illustrated in this table, net interest spread for the three-month period ended June 30, 2018 was flat as compared to the same period in 2017. Net interest margin for the three-month period ended June 30, 2018 increased by 12 basis points compared to the same period in 2017. Net interest spread for the six-month period ended June 30, 2018 was flat as compared to the same period in 2017. Net interest margin for the six-month period ended June 30, 2018 increased by 12 basis points compared to the same period in 2017. As noted above, the variances to the same periods in 2017 are impacted by a lower tax-equivalent tax rate in 2018 as a result of the Tax Act. This impact is approximately 11 basis points. The changes are primarily due to favorable interest rate and volume variances on loans. These interest rate variances have led to an increase in interest income partially offset by an increase in interest expense, resulting in an increase in the Company’s net interest income during 2018 as compared to results for the same period in 2017. For the impact of the contribution from free funds, see the Analysis of Net Interest Margin within Table 2 below. Table 2 also illustrates how the changes in volume and interest rates have resulted in an increase in net interest income.

Table 1

AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis) (unaudited, dollars in thousands)

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates. All average balances are daily average balances. The average yield on earning assets without the tax-equivalent basis adjustment would have been 3.69 percent for the three-month period ended June 30, 2018 and 3.20 percent for the same period in 2017. The average yield on earning assets without the tax-equivalent basis adjustment would have been 3.59 percent for the six-month period ended June 30, 2018 and 3.16 percent for the same period in 2017.

	Three Months Ended June 30,
	2018						2017
	Average			Average			Average			Average
	Balance			Yield/Rate			Balance			Yield/Rate
ASSETS
Loans, net of unearned interest	$	11,444,448			4.74	%	$	10,812,058			4.18	%
Securities:
Taxable		3,862,378			2.13			3,997,904			1.85
Tax-exempt		3,492,647			2.66			3,640,336			3.09
Total securities		7,355,025			2.38			7,638,240			2.44
Federal funds and resell agreements		107,343			2.81			150,745			1.89
Interest-bearing due from banks		252,292			1.68			252,169			0.92
Other earning assets		45,538			6.83			75,075			2.96
Total earning assets		19,204,646			3.79			18,928,287			3.41
Allowance for loan losses		(101,801	)					(95,410	)
Other assets		1,516,801						1,482,040
Total assets	$	20,619,646					$	20,314,917
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits	$	10,800,015			0.68	%	$	9,734,166			0.32	%
Federal funds and repurchase agreements		1,737,383			1.54			2,400,181			0.83
Borrowed funds		78,583			6.40			75,953			5.22
Total interest-bearing liabilities		12,615,981			0.83			12,210,300			0.45
Noninterest-bearing demand deposits		5,666,364						5,837,602
Other liabilities		152,491						199,386
Shareholders' equity		2,184,810						2,067,629
Total liabilities and shareholders' equity	$	20,619,646					$	20,314,917
Net interest spread					2.96	%					2.96	%
Net interest margin					3.24						3.12

	Six Months Ended June 30,
	2018						2017
	Average			Average			Average			Average
	Balance			Yield/Rate			Balance			Yield/Rate
ASSETS
Loans, net of unearned interest	$	11,365,921			4.64	%	$	10,686,792			4.14	%
Securities:
Taxable		3,865,660			2.10			4,097,794			1.85
Tax-exempt		3,563,715			2.65			3,564,319			3.08
Total securities		7,429,375			2.37			7,662,113			2.42
Federal funds and resell agreements		134,009			2.69			194,231			1.69
Interest-bearing due from banks		341,469			1.56			280,490			0.81
Other earning assets		45,068			5.65			67,809			2.73
Total earning assets		19,315,842			3.70			18,891,435			3.36
Allowance for loan losses		(101,652	)					(94,264	)
Other assets		1,468,793						1,477,685
Total assets	$	20,682,983					$	20,274,856
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits	$	10,754,187			0.60	%	$	9,689,335			0.29	%
Federal funds and repurchase agreements		1,649,758			1.39			2,365,101			0.72
Borrowed funds		78,773			6.22			76,209			5.10
Total interest-bearing liabilities		12,482,718			0.74			12,130,645			0.40
Noninterest-bearing demand deposits		5,857,618						5,917,826
Other liabilities		170,374						200,809
Shareholders' equity		2,172,273						2,025,576
Total liabilities and shareholders' equity	$	20,682,983					$	20,274,856
Net interest spread					2.96	%					2.96	%
Net interest margin					3.22						3.10

Table 2 presents the dollar amount of change in net interest income and margin due to volume and rate. Table 2 also reflects the effect that interest-free funds have on net interest margin. The average balance of interest-free funds (total earning assets less interest-bearing liabilities) decreased $129.3 million for the three-month period and increased $72.3 million for the six-month period ended June 30, 2018 compared to the same periods in 2017. The benefit from interest-free funds increased by 12 basis points in the three and six-month periods due to increased yields on earning assets, offset by an increase in interest rates of interest-bearing liabilities.

Table 2

ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (unaudited, dollars in thousands)

ANALYSIS OF CHANGES IN NET INTEREST INCOME

	Three Months Ended									Six Months Ended
	June 30, 2018 and 2017									June 30, 2018 and 2017
	Volume			Rate			Total			Volume			Rate		Total
Change in interest earned on:
Loans	$	6,861		$	15,565		$	22,426		$	14,517		$	27,483	$	42,000
Securities:
Taxable		(642	)		2,724			2,082			(2,217	)		4,889		2,672
Tax-exempt		(1	)		(5	)		(6	)		2			1,512		1,514
Federal funds sold and resell agreements		(242	)		283			41			(608	)		768		160
Interest-bearing due from banks		—			476			476			289			1,216		1,505
Trading		(277	)		527			250			(375	)		768		393
Interest income		5,699			19,570			25,269			11,608			36,636		48,244
Change in interest incurred on:
Interest-bearing deposits		943			9,556			10,499			1,669			16,699		18,368
Federal funds purchased and repurchase agreements		(1,666	)		3,338			1,672			(3,144	)		6,079		2,935
Other borrowed funds		35			231			266			67			435		502
Interest expense		(688	)		13,125			12,437			(1,408	)		23,213		21,805
Net interest income	$	6,387		$	6,445		$	12,832		$	13,016		$	13,423	$	26,439

ANALYSIS OF NET INTEREST MARGIN

	Three Months Ended June 30,									Six Months Ended June 30,
	2018			2017			Change			2018			2017			Change
Average earning assets	$	19,204,646		$	18,928,287		$	276,359		$	19,315,842		$	18,891,435		$	424,407
Interest-bearing liabilities		12,615,981			12,210,300			405,681			12,482,718			12,130,645			352,073
Interest-free funds	$	6,588,665		$	6,717,987		$	(129,322	)	$	6,833,124		$	6,760,790		$	72,334
Free funds ratio (interest free funds to average earning assets)		34.31	%		35.49	%		(1.18	)%		35.38	%		35.79	%		(0.41	)%
Tax-equivalent yield on earning assets		3.79			3.41			0.38			3.70			3.36			0.34
Cost of interest-bearing liabilities		0.83			0.45			0.38			0.74			0.40			0.34
Net interest spread		2.96			2.96			—			2.96			2.96			—
Benefit of interest-free funds		0.28			0.16			0.12			0.26			0.14			0.12
Net interest margin		3.24	%		3.12	%		0.12	%		3.22	%		3.10	%		0.12	%

Provision and Allowance for Loan Losses

The allowance for loan losses (ALL) represents management’s judgment of the losses inherent in the Company’s loan portfolio as of the balance sheet date. An analysis is performed quarterly to determine the appropriate balance of the ALL. This analysis considers items such as historical loss trends, a review of individual loans, migration analysis, current economic conditions, loan growth and characteristics, industry or segment concentration and other factors. After the balance sheet analysis is performed for the ALL, the provision for loan losses is computed as the amount required to adjust the ALL to the appropriate level.

Based on the factors above, management of the Company recorded $7.0 million and $17.0 million as provision for loan losses for the three and six-month periods ended June 30, 2018, respectively, compared to $14.5 million and $23.5 million for the same periods in 2017, respectively. As illustrated in Table 3 below, the ALL decreased to 0.85 percent of total loans as of June 30, 2018, compared to 0.90 percent of total loans as of June 30, 2017.

Table 3 presents a summary of the Company’s ALL for the six-month period ended June 30, 2018 and 2017, and for the year ended December 31, 2017. Net charge-offs were $19.3 million for the six-month period ended June 30, 2018, compared to $17.4 million for the same period in 2017. See “Credit Risk Management” under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

Table 3

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (unaudited, dollars in thousands)

	Six Months Ended						Year Ended
	June 30,						December 31,
	2018			2017			2017
Allowance-January 1	$	100,604		$	91,649		$	91,649
Provision for loan losses		17,000			23,500			41,000
Charge-offs:
Commercial		(13,934	)		(15,583	)		(27,985	)
Consumer:
Credit card		(4,527	)		(4,679	)		(8,681	)
Other		(726	)		(482	)		(948	)
Real estate		(2,850	)		(449	)		(992	)
Total charge-offs		(22,037	)		(21,193	)		(38,606	)
Recoveries:
Commercial		950			2,329			3,522
Consumer:
Credit card		892			785			1,540
Other		586			308			533
Real estate		303			419			966
Total recoveries		2,731			3,841			6,561
Net charge-offs		(19,306	)		(17,352	)		(32,045	)
Allowance-end of period	$	98,298		$	97,797		$	100,604
Average loans, net of unearned interest	$	11,364,426		$	10,684,651		$	10,841,486
Loans at end of period, net of unearned interest		11,631,628			10,848,578			11,280,513
Allowance to loans at end of period		0.85	%		0.90	%		0.89	%
Allowance as a multiple of net charge-offs	2.52x			2.79x			3.14x
Net charge-offs to:
Provision for loan losses		113.56	%		73.84	%		78.16	%
Average loans		0.34			0.33			0.30

Noninterest Income

A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates. This income is non-credit related and not generally affected by fluctuations in interest rates.

The Company offers products and services which management believes will more closely align the customer with the Company to generate noninterest income. The Company generates noninterest income from trust and securities processing, bankcard, brokerage, healthcare services, and treasury management.

Table 4

SUMMARY OF NONINTEREST INCOME (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Trust and securities processing	$	42,845	$	44,811	$	(1,966	)		(4.4	)%
Trading and investment banking		4,653		6,173		(1,520	)		(24.6	)
Service charges on deposits		20,722		22,731		(2,009	)		(8.8	)
Insurance fees and commissions		340		513		(173	)		(33.7	)
Brokerage fees		6,291		5,889		402			6.8
Bankcard fees		17,184		20,234		(3,050	)		(15.1	)
Gains on sales of securities available for sale, net		228		1,280		(1,052	)		(82.2	)
Other		8,026		8,675		(649	)		(7.5	)
Total noninterest income	$	100,289	$	110,306	$	(10,017	)		(9.1	)%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Trust and securities processing	$	86,847	$	87,352	$	(505	)		(0.6	)%
Trading and investment banking		8,754		13,715		(4,961	)		(36.2	)
Service charges on deposits		42,627		44,806		(2,179	)		(4.9	)
Insurance fees and commissions		641		1,159		(518	)		(44.7	)
Brokerage fees		12,644		11,266		1,378			12.2
Bankcard fees		35,307		37,986		(2,679	)		(7.1	)
Gains on sales of securities available for sale, net		367		1,748		(1,381	)		(79.0	)
Other		18,627		15,191		3,436			22.6
Total noninterest income	$	205,814	$	213,223	$	(7,409	)		(3.5	)%

Noninterest income decreased by $10.0 million, or 9.1 percent, during the three-month period ended June 30, 2018, and decreased by $7.4 million, or 3.5 percent, during the six-month period ended June 30, 2018, compared to the same periods in 2017. Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.

Trust and securities processing consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and investment management services, and servicing of mutual fund assets. The decrease in these fees for the three and six-month periods ended June 30, 2018, compared to the same periods in 2017, was primarily due to a decrease in asset servicing revenue. Asset servicing revenue decreased $2.0 million, or 8.8 percent, and $1.7 million, or 3.8 percent, compared to the same periods in 2017, respectively. This decrease was primarily driven by the exit of a large asset manager client that consolidated all of their global service needs to one provider during the second quarter. Additionally, these revenues are primarily asset-based which are highly correlated to changes in market value of assets. For the six-month period ended June 30, 2018, this decrease was partially offset by an increase of $1.6 million, or 18.7 percent, in corporate trust fees.

Trading and investment banking fees for the three and six-month periods ended June 30, 2018 decreased $1.5 million, or 24.6 percent, and decreased $5.0 million, or 36.2 percent, respectively, compared to the same periods in 2017. A $0.6 million and $2.5 million decrease in bond trading fees and a $0.9 million and $2.5 million decrease in the Company’s seed investments in certain Scout funds contributed to these respective variances for the three and six-month periods ended June 30, 2018, respectively. The income in this category is market driven and impacted by general increases or decreases in trading volume.

Service charges on deposit accounts for the three and six-month periods ended June 30, 2018, decreased $2.0 million, or 8.8 percent, and $2.2 million, or 4.9 percent, respectively, compared to the same periods in 2017. These decreases were primarily driven by lower renegotiated rates with a large customer.

Bankcard fees for the three and six-month periods ended June 30, 2018, decreased $3.1 million, or 15.1 percent, and $2.7 million, or 7.1 percent, respectively, compared to the same periods in 2017. These decreases were driven by higher levels of rebate and reward expenses recorded in revenue.

During the three and six-month periods ended June 30, 2018, $0.2 million and $0.4 million in gains were recognized on the sales of securities available for sale, compared to $1.3 million and $1.7 million for the same periods in 2017. The investment portfolio is continually evaluated for opportunities to improve its performance and risk profile relative to market conditions and the Company’s interest rate expectations. This can result in differences from quarter to quarter in the amount of realized gains.

Other noninterest income for the three and six-month periods ended June 30, 2018, decreased $0.6 million, or 7.5 percent, and increased $3.4 million, or 22.6 percent, respectively, compared to the same periods in 2017. The decrease in the three-month period was primarily driven by decreases in the fair value of company-owned life insurance and derivative income, partially offset by an increase in equity earnings on alternative investments. The increase in the six-month period is due to an increase in equity earnings on alternative investments.

Table 5

SUMMARY OF NONINTEREST EXPENSE (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Salaries and employee benefits	$	104,175	$	102,773	$	1,402			1.4	%
Occupancy, net		10,813		11,061		(248	)		(2.2	)
Equipment		18,842		17,956		886			4.9
Supplies and services		4,146		4,792		(646	)		(13.5	)
Marketing and business development		6,184		5,732		452			7.9
Processing fees		11,537		10,743		794			7.4
Legal and consulting		6,460		6,467		(7	)		(0.1	)
Bankcard		4,165		5,033		(868	)		(17.2	)
Amortization of other intangible assets		1,485		1,924		(439	)		(22.8	)
Regulatory fees		3,772		4,071		(299	)		(7.3	)
Other		5,639		6,387		(748	)		(11.7	)
Total noninterest expense	$	177,218	$	176,939	$	279			0.2	%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Salaries and employee benefits	$	212,143	$	206,425	$	5,718			2.8	%
Occupancy, net		21,766		22,029		(263	)		(1.2	)
Equipment		37,668		35,438		2,230			6.3
Supplies and services		7,906		8,886		(980	)		(11.0	)
Marketing and business development		11,218		9,873		1,345			13.6
Processing fees		22,698		19,942		2,756			13.8
Legal and consulting		10,304		11,517		(1,213	)		(10.5	)
Bankcard		8,791		9,936		(1,145	)		(11.5	)
Amortization of other intangible assets		3,047		3,970		(923	)		(23.2	)
Regulatory fees		6,677		7,904		(1,227	)		(15.5	)
Other		10,876		14,829		(3,953	)		(26.7	)
Total noninterest expense	$	353,094	$	350,749	$	2,345			0.7	%

Noninterest expense increased by $0.3 million, or 0.2 percent, for the three-month period ended June 30, 2018 and increased $2.3 million, or 0.7 percent, for the six-month period ended June 30, 2018, compared to the same

periods in 2017. Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category.

Salaries and employee benefits increased by $1.4 million, or 1.4 percent, and increased $5.7 million, or 2.8 percent, for the three and six-month periods ended June 30, 2018 compared to the same periods in 2017. Salaries and wages increased $1.7 million, or 2.6 percent, for the three-month period ended June 30, 2018, and increased $3.9 million, or 3.0 percent, for the six-month period ended June 30, 2018, compared to the same periods in 2017. Commissions and bonuses decreased $0.3 million, or 1.4 percent, and increased $1.1 million, or 3.0 percent, for the three and six-month periods ended June 30, 2018, respectively, compared to the same periods in 2017. Employee benefits expense was flat for the three-month period ended June 30, 2018, and increased $0.7 million, or 1.8 percent, for the six-month period ended June 30, 2018, compared to the same periods in 2017.

Equipment expense increased $0.9 million, or 4.9 percent, and increased $2.2 million, or 6.3 percent, for the three and six-month periods ended June 30, 2018, respectively, compared to the same periods in 2017, primarily due to software and hardware costs related to investments for regulatory requirements, cyber security, and the ongoing modernization of the Company’s core systems.

Processing fees expense increased $0.8 million, or 7.4 percent, and $2.8 million, or 13.8 percent, for the three and six-month periods ended June 30, 2018, respectively, compared to the same periods in 2017, primarily due to higher system processing expenses supporting the commercial, personal, healthcare, and institutional businesses.

Other noninterest expense decreased $0.7 million, or 11.7 percent, and $4.0 million, or 26.7 percent, for the three and six-month periods ended June 30, 2018, respectively, compared to the same periods in 2017. The decrease is primarily due to lower operating losses and losses on sales of other real estate owned.

Income Tax Expense

For the six-month period ended June 30, 2018, the Company’s effective tax rate decreased to 15.6 percent compared to 21.6 percent for the same period a year earlier. The decrease is primarily a result of the Tax Act, which lowered the federal corporate income tax rate to 21 percent effective January 1, 2018.

Strategic Lines of Business

Table 6

Commercial Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	93,011	$	86,810	$	6,201			7.1	%
Provision for loan losses		5,139		12,114		(6,975	)		(57.6	)
Noninterest income		19,178		21,714		(2,536	)		(11.7	)
Noninterest expense		62,859		62,545		314			0.5
Income before taxes		44,191		33,865		10,326			30.5
Income tax expense		7,246		7,188		58			0.8
Income from continuing operations	$	36,945	$	26,677	$	10,268			38.5	%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	185,006	$	172,108	$	12,898			7.5	%
Provision for loan losses		13,117		18,934		(5,817	)		(30.7	)
Noninterest income		39,775		40,919		(1,144	)		(2.8	)
Noninterest expense		125,131		125,202		(71	)		(0.1	)
Income before taxes		86,533		68,891		17,642			25.6
Income tax expense		13,516		14,870		(1,354	)		(9.1	)
Income from continuing operations	$	73,017	$	54,021	$	18,996			35.2	%

For the six-month period ended June 30, 2018, Commercial Banking income from continuing operations increased by $19.0 million, or 35.2 percent, to $73.0 million compared to the same period in 2017. Net interest income increased $12.9 million, or 7.5 percent, for the six-month period ended June 30, 2018, compared to the same period in 2017, primarily driven by strong loan growth, increased interest rates, and earning asset mix changes. Provision for loan losses decreased by $5.8 million, consistent with our methodology, which considers the inherent risk in our loan portfolio, as well as other qualitative factors, such as macroeconomic conditions, loan growth, loan impairment changes, loan risk grading changes, and net charge-off levels. Noninterest income decreased $1.1 million, or 2.8 percent, over the same period in 2017 primarily driven by a decrease of $0.7 million in deposit service charges driven by lower customer pricing and earnings credit changes. Noninterest expense remained flat at $125.1 million. Marketing and business development and processing fees increased slightly offset by reduced bankcard expense and regulatory fees.

Table 7

Institutional Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	16,279	$	12,415	$	3,864			31.1	%
Provision for loan losses		322		320		2			0.6
Noninterest income		43,411		48,161		(4,750	)		(9.9	)
Noninterest expense		47,551		46,610		941			2.0
Income before taxes		11,817		13,646		(1,829	)		(13.4	)
Income tax expense		1,939		3,137		(1,198	)		(38.2	)
Income from continuing operations	$	9,878	$	10,509	$	(631	)		(6.00	)%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	32,023	$	23,971	$	8,052			33.6	%
Provision for loan losses		672		789		(117	)		(14.8	)
Noninterest income		88,830		93,828		(4,998	)		(5.3	)
Noninterest expense		94,383		91,362		3,021			3.3
Income before taxes		25,798		25,648		150			0.6
Income tax expense		4,030		5,456		(1,426	)		(26.1	)
Income from continuing operations	$	21,768	$	20,192	$	1,576			7.8	%

For the six-month period ended June 30, 2018, Institutional Banking income from continuing operations increased $1.6 million, or 7.8 percent, compared to the same period last year. Net interest income increased $8.1 million, or 33.6 percent, compared to the same period last year, due to an increase in funds transfer pricing driven by

higher interest rates. Provision for loan losses remained flat. Noninterest income decreased $5.0 million, or 5.3 percent. Bond trading fees decreased $3.0 million from lower trading volume. Asset servicing revenue decreased $1.7 million primarily driven by the exit of a large asset manager client that consolidated all of their global service needs to one provider during the second quarter. Deposit service charges decreased $1.8 million due to customer repricing. These decreases were offset by increases in corporate trust income of $1.6 million and brokerage fees of $1.1 million. Noninterest expense increased $3.0 million, or 3.3 percent, primarily driven by an increase of $2.2 million in salary and employee benefits expense primarily from increased salary and wages. Furniture and equipment expense increased $1.1 million for increases in computer and hardware costs related to investments for regulatory requirements, cyber security, and the ongoing modernization of the Company’s core systems.

Table 8

Personal Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	31,111	$	30,615	$	496			1.6	%
Provision for loan losses		1,539		2,066		(527	)		(25.5	)
Noninterest income		28,720		31,135		(2,415	)		(7.8	)
Noninterest expense		54,259		56,516		(2,257	)		(4.0	)
Income before taxes		4,033		3,168		865			27.3
Income tax expense		662		106		556			524.5
Income from continuing operations	$	3,371	$	3,062	$	309			10.1	%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	62,003	$	60,809	$	1,194			2.0	%
Provision for loan losses		3,211		3,777		(566	)		(15.0	)
Noninterest income		59,434		59,671		(237	)		(0.4	)
Noninterest expense		109,225		112,632		(3,407	)		(3.0	)
Income before taxes		9,001		4,071		4,930			121.1
Income tax expense		1,406		1,015		391			38.5
Income from continuing operations	$	7,595	$	3,056	$	4,539			148.5	%

For the six-month period ended June 30, 2018, Personal Banking income from continuing operations increased $4.5 million, or 148.5 percent, compared to the same period last year. Net interest income increased $1.2 million, or 2.0 percent, compared to the same period last year due to increased interest rates. Provision for loan losses declined $0.6 million, or 15.0 percent, consistent with our methodology, which considers the inherent risk in our loan portfolio, as well as other qualitative factors, such as macroeconomic conditions, loan growth, loan impairment changes, loan risk grading changes, and net charge-off levels. Noninterest income was relatively flat for the same period. Noninterest expense decreased $3.4 million, or 3.0 percent, primarily due to decreased other noninterest expense of $0.7 million, largely driven by fewer operational losses, decreased regulatory expense of $0.5 million, decreased amortization expense of $0.4 million, decreased bankcard administrative expenses of $0.4 million, decreased depreciation expense of $0.2 million, and decreased salary and benefits expense of $0.2 million.

Table 9

Healthcare Services Operating Results (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	9,825	$	7,554	$	2,271			30.1	%
Provision for loan losses		—		—		—			—
Noninterest income		8,980		9,296		(316	)		(3.4	)
Noninterest expense		12,549		11,268		1,281			11.4
Income before taxes		6,256		5,582		674			12.1
Income tax expense		1,026		1,059		(33	)		(3.1	)
Income from continuing operations	$	5,230	$	4,523	$	707			15.6	%

	Six Months Ended				Dollar			Percent
	June 30,				Change			Change
	2018		2017		18-17			18-17
Net interest income	$	19,116	$	14,821	$	4,295			29.0	%
Provision for loan losses		—		—		—			—
Noninterest income		17,775		18,805		(1,030	)		(5.5	)
Noninterest expense		24,355		21,553		2,802			13.0
Income before taxes		12,536		12,073		463			3.8
Income tax expense		1,959		2,595		(636	)		(24.5	)
Income from continuing operations	$	10,577	$	9,478	$	1,099			11.6	%

For the six-month period ended June 30, 2018, Healthcare Services income from continuing operations increased $1.1 million, or 11.6 percent, compared to the same period last year. Net interest income increased $4.3 million, or 29.0 percent, compared to the same period last year, due to an increase in number of accounts and deposits, coupled with increased funds transfer pricing credit on deposits from higher interest rates. The impact of higher interest rates, increased competitive pressures from traditional and non-traditional participants and industry consolidation will likely impact the future levels of net interest income in this segment. Noninterest income declined $1.0 million, or 5.5 percent, compared to the same period last year, in part driven by increased revenue share with our larger healthcare partners. This decrease is primarily driven by decreased interchange income of $0.9 million. Noninterest expense increased $2.8 million, or 13.0 percent, primarily due to increased technology, service, and overhead expenses of $1.5 million, increased salary and employee benefits expense of $0.7 million, increased processing fees of $0.4 million, and increased supplies and services expense of $0.3 million.

Balance Sheet Analysis

Total assets of the Company decreased by $1.2 billion, or 5.7 percent, as of June 30, 2018, compared to December 31, 2017, primarily due to a decrease in FRB account balances of $1.2 billion, and a decrease in AFS securities of $246.9 million, or 3.9 percent, offset by an increase in loan balances of $351.1 million, or 3.1 percent.

Total assets of the Company increased $177.9 million, or 0.9 percent, as of June 30, 2018, compared to June 30, 2017, primarily due to an increase in loan balances of $783.1 million, or 7.2 percent, offset by a decrease in AFS securities of $214.4 million, or 3.4 percent, a decrease in FRB account balances of $189.4 million, and a decrease in securities purchased under agreements to resell of $125.3 million.

Table 10

SELECTED FINANCIAL INFORMATION (unaudited, dollars in thousands)

	June 30,				December 31,
	2018		2017		2017
Total assets	$	20,531,470	$	20,353,599	$	21,771,583
Loans, net of unearned interest		11,635,110		10,852,021		11,281,973
Total investment securities		7,349,904		7,632,437		7,639,543
Interest-bearing due from banks		113,875		332,090		1,351,760
Total earning assets		19,070,937		18,903,272		20,364,273
Total deposits		16,386,078		16,096,666		18,023,000
Total borrowed funds		1,744,850		1,962,453		1,339,985

Loans represent the Company’s largest source of interest income. In addition to growing the commercial loan portfolio, management believes its middle market commercial business and its consumer business, including home equity and credit card loan products, are the market niches that represent its best opportunity to cross-sell fee-related services and generate additional noninterest income for the Company.

Actual loan balances totaled $11.6 billion as of June 30, 2018, and increased $351.1 million, or 3.1 percent, compared to December 31, 2017, and increased $783.1 million, or 7.2 percent, compared to June 30, 2017. Compared to December 31, 2017, commercial real estate loans increased $185.0 million, or 5.2 percent, commercial loans increased $84.0 million, or 1.8 percent, and construction real estate loans increased $71.6 million, or 10.0 percent. Compared to June 30, 2017, commercial real estate loans increased $502.1 million, or 15.5 percent, asset-based loans increased $90.4 million, or 32.5 percent, residential real estate loans increased $89.5 million, or 15.0 percent, factoring loans increased $88.7 million, or 55.2 percent, construction real estate loans increased $64.5 million, or 8.9 percent, and were partially offset by a decrease in HELOC loans of $95.8 million, or 14.2 percent. The increase in total loans is driven by the Company’s focus on generating higher-yielding earning assets by shifting assets from the securities portfolio to the loan portfolio.

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

Investment Securities

The Company’s investment portfolio contains trading, AFS, and held-to-maturity (HTM) securities as well as FRB stock, FHLB stock, and other miscellaneous investments. Investment securities totaled $7.3 billion as of June 30, 2018, and $7.6 billion as of December 31, 2017, and comprised 38.5 percent and 37.5 percent of the Company’s earning assets, respectively, as of those dates.

The Company’s AFS securities portfolio comprised 81.8 percent of the Company’s investment securities portfolio at June 30, 2018, compared to 81.9 percent at December 31, 2017. The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. The average life of the AFS securities portfolio was 55.1 months at June 30, 2018, compared to 51.7 months at December 31, 2017, and 53.0 months at June 30, 2017. In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity. The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk, and credit risk.

Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities. There were $5.0 billion of AFS securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at June 30, 2018. Of this amount, securities with a market value of $1.6 billion at June 30, 2018 were pledged at the Federal Reserve Discount Window but were unencumbered as of that date.

The Company’s HTM securities portfolio consists of private placement bonds, which are issued primarily to refinance existing revenue bonds in the healthcare and education sectors. The HTM portfolio totaled $1.2 billion as

of June 30, 2018, a decrease of $56.4 million, or 4.5 percent, from December 31, 2017. The average life of the HTM portfolio was 7.0 years at June 30, 2018, compared to 7.2 years at December 31, 2017.

The securities portfolio generates the Company’s second largest component of interest income. The securities portfolio achieved an average yield on a tax-equivalent basis of 2.38 percent for the three-month period ended June 30, 2018, compared to 2.44 percent for the same period in 2017.

Deposits and Borrowed Funds

Deposits decreased $1.6 billion, or 9.1 percent, from December 31, 2017 to June 30, 2018 and increased $289.4 million, or 1.8 percent, from June 30, 2017 to June 30, 2018. Total noninterest-bearing deposits decreased $844.7 million, and interest-bearing deposits declined $792.2 million as compared to December 31, 2017. Total noninterest-bearing deposits decreased $438.9 million and interest-bearing deposits increased $728.3 million from June 30, 2017.

Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, its trust and mutual fund servicing businesses, and its healthcare business, in order to attract and retain additional deposits. Management believes a strong core deposit composition is one of the Company’s key strengths given its competitive product mix.

Long-term debt totaled $78.7 million at June 30, 2018, compared to $79.3 million as of December 31, 2017, and $76.1 million as of June 30, 2017. The majority of the Company’s long-term debt was assumed from the acquisition of Marquette Financial Companies (Marquette) and consists of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities. These long-term debt obligations had an aggregate contractual balance of $103.1 million and had an aggregate carrying value of $68.8 million as of June 30, 2018. Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points, and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

Federal funds purchased and securities sold under agreements to repurchase totaled $1.7 billion at June 30, 2018, $1.3 billion at December 31, 2017, and $1.9 billion at June 30, 2017. Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company under an agreement to repurchase the same or similar issues at an agreed-upon price and date.

Capital and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities. The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity was $2.2 billion at June 30, 2018, a $20.3 million increase compared to December 31, 2017, and a $130.7 million increase compared to June 30, 2017.

The Company’s Board of Directors authorized, at its April 24, 2018, April 25, 2017, and April 26, 2016 meetings, the repurchase of up to two million shares of the Company’s common stock during the twelve months following each meeting. During the six-month period ended June 30, 2018 and 2017, the Company acquired 83,680 shares and 56,209 shares, respectively, of its common stock under these repurchase plans. The Company has not made any repurchase of its securities other than through these plans.

At the Company’s quarterly board meeting, the Board of Directors declared a $0.29 per share quarterly cash dividend payable on October 1, 2018, to shareholders of record at the close of business on September 10, 2018.

Through the Company’s relationship with the FHLB of Des Moines, the Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. The Company’s borrowing capacity with the FHLB was $513.5 million as of June 30, 2018. The Company had no outstanding FHLB advances at FHLB of Des Moines as of June 30, 2018.

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets. The Company has implemented the Basel III regulatory capital rules adopted by the FRB. Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent and a minimum tier 1 risk-based capital ratio of 6 percent. A financial institution’s total capital is also required to equal at least 8 percent of risk-weighted assets. At least half of that 8 percent must consist of tier 1 core capital, and the remainder may be tier 2 supplementary capital. The Basel III regulatory capital rules include transitional periods for various components of the rules that require full compliance for the Company by January 1, 2019, including a capital conservation buffer requirement of 2.5 percent of risk-weighted assets for which the transitional period began on January 1, 2016.

The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. The Company is also required to maintain a leverage ratio equal to or greater than 4 percent. The leverage ratio is calculated as the ratio of tier 1 core capital to total average assets, less goodwill and intangibles. The Company's capital position as of June 30, 2018 is summarized in the table below and exceeded regulatory requirements.

Table 11

	Three Months Ended						Six Months Ended
	June 30,						June 30,
RATIOS	2018			2017			2018			2017
Common equity Tier 1 capital ratio		13.56	%		12.22	%		13.56	%		12.22	%
Tier 1 risk-based capital ratio		13.56			12.22			13.56			12.22
Total risk-based capital ratio		14.63			13.32			14.63			13.32
Leverage ratio		10.50			9.28			10.50			9.28
Return on average assets		1.08			0.88			1.10			0.86
Return on average equity		10.18			8.69			10.49			8.64
Average equity to assets		10.60			10.18			10.50			9.99

The Company's per share data is summarized in the table below.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Per Share Data	2018			2017			2018			2017
Earnings from continuing operations basic	$	1.12		$	0.91		$	2.28		$	1.76
Earnings from continuing operations diluted		1.11			0.90			2.26			1.74
Cash dividends		0.290			0.255			0.580			0.510
Dividend payout ratio		25.89	%		28.02	%		25.44	%		28.98	%
Book value	$	43.96		$	41.42		$	43.96		$	41.42

Off-balance Sheet Arrangements

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates. Please see Note 10, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for detailed information on these arrangements.

Critical Accounting Policies and Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for loan losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from the recorded estimates.

A summary of critical accounting policies is listed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates. To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board. The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure. The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis. The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time. On a limited basis, the Company uses hedges such as swaps and futures contracts to manage interest rate risk on certain loans, trading securities, trust preferred securities, and deposits. See further information in Note 11 “Derivatives and Hedging Activities” in the Notes to the Consolidated Financial Statements.

Overall, the Company manages interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk, and credit risk.

Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin. This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment. Through these simulations, management estimates the impact on net interest income of a 300 basis

point upward or a 100 basis point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period. In ramp scenarios, rates change gradually for a one-year period and remain constant in year two. In shock scenarios, rates change immediately and the change is sustained for the remainder of the two-year scenario horizon. Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies. Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes. The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.

Table 12 shows the net interest income increase or decrease over the next two years as of June 30, 2018 and 2017 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.

Table 12

MARKET RISK (unaudited)

	Hypothetical change in interest rate – Rate Ramp
	Year One						Year Two
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
300		(0.9	)%		0.9	%		4.0	%		6.1	%
200		(1.3	)		—			1.6			3.3
100		(1.6	)		(0.9	)		(0.8	)		0.5
Static		—			—			—			—
(100)		(2.7	)		(1.1	)		(7.3	)		(6.2	)

	Hypothetical change in interest rate – Rate Shock
	Year One						Year Two
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
300		1.1	%		4.9	%		7.3	%		9.0	%
200		0.1			2.7			3.8			5.3
100		(0.9	)		0.4			0.3			1.5
Static		—			—			—			—
(100)		(4.4	)		(5.2	)		(8.6	)		(8.8	)

The Company is positioned relatively neutral to changes in interest rates. For rate ramps, net interest income is predicted to decrease slightly in year one, regardless of the rate scenario, and in year two to increase in the up 200 and 300 basis point scenarios and decrease in the up 100 basis point and down 100 basis point scenarios. For rate shocks, net interest income is predicated to increase in the up 200 and 300 basis point scenarios and to decline in up 100 basis point and down 100 basis point scenarios. Increases and decreases in net interest income in rising rate scenarios are due to yields on earning assets increasing more or less, respectively, than the cost of paying liabilities are projected to increase or decrease due to changes in market rates. A key assumption underlying these projections is how the Company is projected to price deposits in a rising rate environment while being consistent with our pricing history.

Trading Account

The Company carries securities in a trading account that is maintained according to Board-approved policy and procedures. The policy limits the amount and type of securities that can be carried in the trading account and requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters. The risk associated with the carrying of

trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities. The trading securities and related hedging instruments are marked-to-market daily. The trading account had a balance of $67.1 million as of June 30, 2018, $54.1 million as of December 31, 2017, and $61.8 million as of June 30, 2017. Securities sold not yet purchased (i.e. short positions) totaled $16.8 million at June 30, 2018, $4.1 million as of December 31, 2017, and $6.6 million at June 30, 2017 and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The discussion in Table 12 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Other Market Risk

The Company does have foreign currency risk that it does not consider material as a result of foreign exchange contracts. See Note 10 “Commitments, Contingencies and Guarantees” in the notes to the Consolidated Financial Statements.

Credit Risk Management

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal rating system and overall credit exposure. Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards. In addition, the Company has an internal loan review staff that operates independently of the Bank. This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authorities governing the Bank also review loan portfolios.

A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual. The Company’s nonperforming loans increased $4.6 million to $56.0 million at June 30, 2018, compared to June 30, 2017, and decreased $3.1 million, compared to December 31, 2017.

The Company had $4.9 million, $0.4 million, and $1.5 million of other real estate owned as of June 30, 2018 and 2017, and December 31, 2017, respectively. Loans past due more than 90 days totaled $2.9 million as of June 30, 2018, compared to $2.7 million at June 30, 2017 and $3.1 million as of December 31, 2017.

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when actually received in cash.

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $21.1 million of restructured loans at June 30, 2018, $50.9 million at June 30, 2017, and $41.0 million at December 31, 2017.

Table 13

LOAN QUALITY (unaudited, dollars in thousands)

	June 30,						December 31,
	2018			2017			2017
Nonaccrual loans	$	35,362		$	30,462		$	37,731
Restructured loans on nonaccrual		20,668			20,928			21,411
Total nonperforming loans		56,030			51,390			59,142
Other real estate owned		4,931			433			1,501
Total nonperforming assets	$	60,961		$	51,823		$	60,643
Loans past due 90 days or more	$	2,883		$	2,657		$	3,091
Restructured loans accruing		424			29,949			19,603
Allowance for loan losses		98,298			97,797			100,604
Ratios
Nonperforming loans as a percent of loans		0.48	%		0.47	%		0.52	%
Nonperforming assets as a percent of loans plus other real estate owned		0.52			0.48			0.54
Nonperforming assets as a percent of total assets		0.30			0.25			0.28
Loans past due 90 days or more as a percent of loans		0.02			0.02			0.03
Allowance for loan losses as a percent of loans		0.85			0.90			0.89
Allowance for loan losses as a multiple of nonperforming loans	1.75x			1.90x			1.70x

Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds. Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position. The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $6.0 billion of high-quality securities available for sale as of June 30, 2018. The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits. Additionally, management believes it can raise debt or equity capital on favorable terms in the future, should the need arise.

Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements. All customer repurchase agreements require collateral in the form of a security. The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations. These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed due to the pledging restriction. At June 30, 2018, $5.0 billion, or 82.6 percent, of the securities available-for-sale were pledged or used as collateral, compared to $5.7 billion, or 91.3 percent, at December 31, 2017. However of these amounts, securities with a market value of $1.6 billion at June 30, 2018 and $1.8 billion at December 31, 2017 were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The Company also has other commercial commitments that may impact liquidity. These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The total amount of these commercial commitments at June 30, 2018 was $9.5 billion. Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases. Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future. The Bank is subject to various rules regarding payment of dividends to the Company. For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval. The Company also uses cash to inject capital into its bank and non-bank subsidiaries to maintain adequate capital as well as fund strategic initiatives.

To enhance general working capital needs, the Company has a revolving line of credit with Wells Fargo Bank, N.A., which allows the Company to borrow up to $50.0 million for general working capital purposes. The interest rate applied to borrowed balances will be at the Company’s option, either 1.00 percent above LIBOR or 1.75 percent below the prime rate on the date of an advance. The Company pays a 0.3 percent unused commitment fee for unused portions of the line of credit. The Company had no advances outstanding at June 30, 2018.

The Company is a member bank of the FHLB. The Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances. Additionally, the Company has access to borrow up to $513.5 million through advances at the FHLB of Des Moines, but had no outstanding FHLB Des Moines advances as of June 30, 2018.

Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards. The Company must comply with a number of legal and regulatory requirements, including those under the Sarbanes-Oxley Act of 2002, as amended.

The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics and business practices are followed on a uniform basis. In certain cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income. While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems and corporate-wide processes and procedures.

ITEM 4. CONTROLS AND PROCEDURES

The Sarbanes-Oxley Act of 2002, as amended, requires the Chief Executive Officer and the Chief Financial Officer to make certain certifications with respect to this Form 10-Q and to the Company’s disclosure controls and procedures and internal control over financial reporting. The Company has a Code of Ethics that expresses the values that drive employee behavior and maintains the Company’s commitment to the highest standards of ethics.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's "disclosure controls and procedures" (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Form 10-Q. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective for ensuring that the Company’s SEC filings are recorded, processed, summarized, and reported within the time period required and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the six-month period ended June 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings. In the opinion of management, after consultation with legal counsel, none of these lawsuits are expected to have a materially adverse effect on the financial position, results of operations, or cash flows of the Company.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part 1 of the Company’s Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three-month period ended June 30, 2018.

ISSUER PURCHASE OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 - April 24, 2018		14	$	73.00		14		1,755,319
April 25 - April 30, 2018		82		77.23		82		1,999,918
May 1 - May 31, 2018		747		75.75		747		1,999,171
June 1 - June 30, 2018		2,530		77.44		2,530		1,996,641
Total		3,373	$	77.04		3,373

On April 25, 2017, the Company announced a plan to repurchase up to two million shares of common stock, which terminated on April 24, 2018. On April 24, 2018, the Company announced a plan to repurchase up to two million shares of common stock, which will terminate on April 23, 2019. The Company has not made any repurchases other than through these plans. All open market share purchases under the share repurchase plan are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act. Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

3.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006).

3.2		Bylaws, amended as of October 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and filed with the Commission on August 2, 2016).

31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.

31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.

32.1		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.

32.2		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.

101.INS		XBRL Instance filed herewith.

101.SCH		XBRL Taxonomy Extension Schema filed herewith.

101.CAL		XBRL Taxonomy Extension Calculation filed herewith.

101.DEF		XBRL Taxonomy Extension Definition filed herewith.

101.LAB		XBRL Taxonomy Extension Labels filed herewith.

101.PRE		XBRL Taxonomy Extension Presentation filed herewith.

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 hereunto duly authorized.

UMB FINANCIAL CORPORATION

/s/ Brian J. Walker

Brian J. Walker

Chief Accounting Officer

Date: August 2, 2018