First Midwest Bancorp
Annual Report 2013

Plain-text annual report

2 0 1 3 A N N U A L R E P O R T I F I R S T M D W E S T B A N C O R P, I N C . FIRST MIDWEST BANCORP, INC. 2013 ANNUAL REPORT FIRST MIDWEST BANCORP, INC. One Pierce Place, Suite 1500, Itasca, IL 60143 | 630.875.7450 | FirstMidwest.com 2320-8-305 4/14 0304_Cover.indd 1 3/27/14 1:22 PM FIRST MIDWEST BANCORP, INC.STOCKHOLDER INFORMATIONFirst Midwest Bancorp, Inc. common stock is traded in the Nasdaq Global Select Market tier of the Nasdaq Stock Market under the symbol FMBI. Anticipated dividend payable dates are in January, April, July, and October subject to the approval of the Board of Directors.Stockholders may have their dividends deposited directly to their savings, checking, or money market account at any financial institution. Information concerning Dividend Direct Deposit may be obtained from the Company or our transfer agent.Stockholders may fully or partially reinvest dividends and invest up to $5,000 quarterly in First Midwest Bancorp, Inc. common stock without incurring any brokerage fees. Information concerning Dividend Reinvestment may be obtained from the Company or our transfer agent.Stockholders with inquiries regarding stock accounts, dividends, change of ownership or address, lost certificates, consolidation of accounts, or registering shares electronically through the Direct Registration System should contact our transfer agent via the following:Phone: (888) 581-9376Correspondence:Mail:ComputershareP.O. Box 30170College Station, TX 77842-3170Web:www.computershare.com/investorInvestor RelationsFirst Midwest Bancorp, Inc.One Pierce Place, Suite 1500Itasca, Illinois 60143(630) 875-7533investor.relations@firstmidwest.comFirst Midwest Bancorp, Inc. files an annual report on Form 10-K with the Securities and Exchange Commission and three quarterly reports on Form 10-Q. Requests for such reports and general inquiries regarding stock and dividend information, quarterly earnings, and news releases may be directed to Investor Relations at the above address or can be obtained through the Investor Relations section of the Company’s website, www.FirstMidwest.com/InvestorRelations.In this document we have included statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only our beliefs regarding future events or outcomes, many of which, by their nature, are inherently uncertain and outside of our control. We are alerting you to the possibility that our actual results and financial condition for future periods may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those in the forward-looking statements are discussed in the Section entitled “Risk Factors” in the enclosed Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our other reports filed with the Securities and Exchange Commission from time to time. Forward-looking statements represent our management’s best judgment as of the date hereof based on currently available information. We undertake no duty to update the contents of this document after the date hereof.COMMON STOCKDIVIDEND PAYMENTSDIRECT DEPOSITDIVIDEND REINVESTMENT/STOCK PURCHASETRANSFER AGENT/STOCKHOLDER SERVICESINVESTOR ANDSTOCKHOLDER CONTACTSEC REPORTS ANDGENERAL INFORMATIONFORWARD-LOOKING STATEMENTSOvernight:Computershare211 Quality Circle, Suite 210College Station, TX 77845Online Inquiries:https://www-us.computershare.com/investor/Contact0304_Cover.indd 23/27/14 1:22 PMCOMPANY PROFILE First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois with operations throughout the greater Chicago metropolitan area including northwest Indiana, as well as central and western Illinois and eastern Iowa. We are one of the Chicago metropolitan area’s largest independent bank holding companies and our principal subsidiary, First Midwest Bank, provides a broad range of commercial and retail banking services to consumer, commercial and industrial, and public or governmental customers, and wealth management services through approximately 90 offices. First Midwest Bank has more than $8.3 billion in assets and $6.7 billion in wealth management assets.We are committed to meeting the financial needs of the individuals and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that fulfill those financial needs. ADDITIONAL INFORMATIONVisit the Investor Relations section of our website, www.FirstMidwest.com/InvestorRelations, for stock and dividend information, quarterly earnings and news releases, online annual report, links to SEC filings and other Company information.10304_Insert.indd 13/27/14 1:19 PMSTOCKHOLDERS LETTER 4.11.2014 To Our Stockholders, We are very pleased to report that in 2013 we were able to lever our underlying business momentum to drive both stronger performance and attractive stockholder returns. Over the course of the year, operating earnings improved steadily reflecting notable expansion and diversification of our lending platforms, growth in our fee-based business lines, and efficient business investment. Stronger performance combined with an improving economic outlook further led us to increase quarterly dividends twice during the year and helped fuel a 40% appreciation in our stock price from 2012. As we enter 2014, while the operating environment remains challenging, signs of sustained economic recovery are growing, business momentum remains solid, and our capital foundation is strong. As a result, we are well positioned for continued growth and confident in our ability to further enhance shareholder value. 2013 PERFORMANCE WAS SOLID Full year earnings for 2013 improved to $78 million, as we benefitted from significantly reduced credit costs, timely treasury management, lower operating expenses and, most importantly, strong business line performance. Combined, this performance more than offset the expected drag of extended low interest rates and market competition on net interest margins. Existing as well as performing problem credits have been reduced by almost 50% from mid-2012 and are now approaching pre-recession levels. As promised, the actions taken in late 2012 to accelerate credit remediation enhanced our credit profile and strengthened our earnings. These activities drove progressive and meaningfully lower credit costs as evidenced by net loan charge-offs falling to $30 million, an 80% improvement over 2012. Responsive to changing market conditions, we liquidated certain equity and liability positions and contractually modified segments of our bank-owned life insurance portfolio. Through these actions, $11 million in net, after-tax gains were generated, both strengthening capital and providing greater balance sheet flexibility as we prepare for a higher interest rate environment. Concurrently, our important core operating business performed extremely well, evidencing significant progress on a number of strategic fronts and building momentum for future performance. STRENGTHENING OUR CORE BUSINESS Diversifying and Expanding Our Lending Platforms In 2013, we continued to benefit from our targeted reinforcement and expansion of our lending teams and products. As low interest rates, excess liquidity, and lagging loan demand have raised competitive pressure, these efforts have simultaneously met our dual priorities of diversified growth and adherence to credit and pricing disciplines. 2 0304_Insert.indd 2 3/27/14 3:30 PM  3Loans outstanding grew to $5.6 billion, an increase of 8% from 2012, led by strong commercial and industrial as well as agricultural lending growth. This growth was both broad-based and balanced between our legacy and specialty teams.Our commercial and industrial lending portfolio increased by 12% over 2012, growing to one third of our total loans. Tightly managed expansion of our middle market and specialty lending teams has facilitated this growth and supplemented an ongoing commitment to our legacy markets. Since 2011, we have increasingly benefited from the opening of our downtown Chicago loan production office and measured expansion of product expertise in areas such as asset based lending, agri-business, and health care. Our agricultural loan portfolio increased by 20% to $320 million. Our expansion of this long tenured and profitable business line has now positioned us as the largest among Illinois-based banks. Reflecting our belief in the importance of local businesses, we realigned our lending teams to better respond to the unique and growing needs of this community-based client segment. By providing greater synergy within our commercial lending platform, we look to continue to build momentum and performance in this important portfolio segment.Growing Our Fee-Based Business LinesFee-based revenues increased to $106 million in 2013, a level of performance some 10% stronger than 2012. This improvement was evident in virtually all business lines, but most notably in our wealth management, treasury management, and retail and mortgage divisions, reflecting strategic efforts to expand and broaden product offerings and distribution. Assets under management and custody by our wealth management team expanded to $6.7 billion while revenues grew to $24 million, an increase of 11%. Since 2007, wealth management revenues have increased at a compound growth rate of 8%, growing the revenues from this business line to 3rd largest of any Illinois-based bank. Responsive to market demand, our commercial and treasury management teams began offering capital market products, specifically those designed to provide interest rate risk protection, to our larger business clients. This product introduction generated approximately $3 million in additional fees during 2013.In 2013, our mortgage production was strong and increased by 15% over 2012 levels. The majority of this production was sold in the secondary market, providing $5.3 million in fees. While this pace of growth reflected heightened investor appetite in the low rate environment, our resource commitments and production levels are consistent with and largely supported by our branch network. As such, the future impact of a pullback in mortgage refinancing activity will be less impactful. . . . our business momentum and capital strength allow us to be confident in our capacity to build stronger performance and provide attractive returns to you, our stockholders.(continued)0304_Insert.indd 33/27/14 1:19 PMEfficiently Balancing Our Business InvestmentsIn response to the performance pressures of growing regulation, changing technology and the low interest rate environment, we have worked to closely manage operating costs while balancing the ongoing need to invest in our business. 2013 total operating expenses fell to $256 million, the lowest level in the last four years. As measured by our ratio of expense to revenue, our efficiency levels over the last half of 2013 improved to 63%. This improvement was aided by a combination of lower credit-related expenses as well as the positive impact of our staffing and branch distribution decisions in response to shifting consumer preferences. Importantly, this achievement has not come at the sacrifice of either service quality or the business investment necessary to drive further efficiency and manage risk. Notably in 2013, we moved to further upgrade our online internet platform while introducing mobile banking to our retail clients. These investments better position us to meet and adapt to the growing demand for these channels. Additionally, in 2013 we launched our new external branding campaign, “Bank with Momentum!”, which was initiated to promote greater market awareness and sales penetration.LOOKING FORWARDThe inherent challenges of low interest rates, heavy competition, and evolving regulatory and fiscal policy will again require management of multiple business priorities in the year ahead. As the transition to sustained economic improvement continues, expectations for rising interest rates are growing. Our reaction during this transition will require balanced consideration of both the short and long term implications attendant to managing our interest rate and liquidity risks. As this unfolds, our ability to leverage our strong core deposit base will serve as an advantage, driving greater efficiency and returns. Technological advancement will continue to influence consumer preference for banking services, and thus require ongoing assessment and adaptation of our products, distribution, and processes. While these same advancements will create further opportunities for growth and efficiency, they will also require ongoing investment in our risk management systems and practices. Separately, the ability to profitably navigate these challenges and opportunities will be more difficult for those banks in our markets that do not have our financial and organizational strength. It is widely expected that these conditions will drive further consolidation. Given the strength of our capital foundation, we believe we are well positioned to benefit from the opportunities resulting from this dynamic.4On April 8, 2013, First Midwest Bancorp, Inc. celebrated its 30th year as a publicly-traded company on the NASDAQ Stock Market.STOCKHOLDERS LETTER 4.11.20140304_Insert.indd 43/27/14 1:19 PMIN CLOSING As we ended 2013, we closed our 30th year of operation as First Midwest Bancorp, Inc. As we have celebrated our past, it is our ongoing commitment to meet the financial needs of our clients – to be their most trusted financial partner – that has stood at our core. Our ability to passionately deliver on this commitment through highly engaged and talented colleagues continues as our competitive advantage as we embrace and navigate the future. As we enter 2014, it is this ability combined with our business momentum and capital strength that allow us to be confident in our capacity to build stronger performance and provide attractive returns to you, our stockholders. I would close by offering my thanks to all of my colleagues here at First Midwest for their ongoing commitment and dedication. It is their engagement and unwavering focus on meeting the needs of our clients that drives our success and my optimism for the future. Sincerely, Michael L. Scudder President and Chief Executive Officer First Midwest Bancorp, Inc. 0304_Insert.indd 5 3/27/14 3:30 PM 5 BOARD OF DIRECTORSFIRST MIDWEST BANCORP, INC.Barbara A. Boigegrain (2)General Secretary and Chief Executive OfficerGeneral Board of Pension and Health Benefits of The United Methodist Church(Pension, Health and Welfare Benefit Trustee and Administrator)John F. Chlebowski, Jr. (1, 4)Retired President and Chief Executive OfficerLakeshore Operating Partners, LLC(Bulk Liquid Distribution Firm)Brother James Gaffney, FSC (2, 3, 4)PresidentLewis University(Leading Catholic and Lasallian University)Phupinder S. Gill (1)Chief Executive OfficerCME Group Inc.(Global Derivatives Marketplace and Exchange)Peter J. Henseler (2)PresidentWise Consulting Group Inc.(Strategy and Management Consulting Firm)Patrick J. McDonnell (1, 3, 4)President and Chief Executive OfficerThe McDonnell Company LLC(Business Consulting Company)Robert P. O’Meara (4)Chairman of the BoardFirst Midwest Bancorp, Inc.Ellen A. Rudnick (1, 3, 4)Executive Director Polsky Center for EntrepreneurshipUniversity of Chicago Booth School of Business(Graduate School of Business)Michael L. Scudder (4) President and Chief Executive Officer First Midwest Bancorp, Inc.Michael J. Small (1, 3)President and Chief Executive OfficerGogo, Inc.(Airborne Communications Service Provider)John L. Sterling (2)DirectorSterling Lumber Company(Hardwood Lumber Supplier and Distributor)J. Stephen Vanderwoude (2, 3, 4)Retired Chairman and Chief Executive OfficerMadison River Communications Corp.(Operator of Rural Telephone Companies)EXECUTIVE MANAGEMENT GROUPFIRST MIDWEST BANCORP, INC.Michael L. ScudderPresident and Chief Executive OfficerNicholas J. ChulosExecutive Vice President, Corporate Secretary and General CounselMark G. SanderSenior Executive Vice President and Chief Operating OfficerJames P. HotchkissExecutive Vice President and TreasurerPaul F. ClemensExecutive Vice President and Chief Financial OfficerKevin L. MoffittExecutive Vice President and Chief Risk OfficerEXECUTIVE MANAGEMENT GROUP FIRST MIDWEST BANKMichael L. ScudderChairman of the Board and Chief Executive OfficerMark G. SanderPresident and Chief Operating Officer and DirectorKent S. BelascoExecutive Vice President, Chief Information and Operations OfficerVictor P. CarapellaExecutive Vice President, Director of Commercial BankingNicholas J. ChulosExecutive Vice President, Corporate Secretary and Chief Legal Officer Paul F. ClemensExecutive Vice President and Chief Financial Officer Robert P. DiedrichExecutive Vice President, Director of Wealth ManagementCaryn J. Guinta Executive Vice President, Director of Employee ResourcesJames P. HotchkissExecutive Vice President and TreasurerKimberly J. McGarrySenior Vice President, Chief Accounting OfficerKevin L. MoffittExecutive Vice President and Chief Risk OfficerThomas M. PrameExecutive Vice President, Director of Retail BankingMichael C. SpitlerExecutive Vice President, Chief Credit OfficerBOARD COMMITTEES(1) Audit Committee(2) Compensation Committee(3) Nominating & Corporate Governance Committee(4) Advisory Committee60304_Insert.indd 63/27/14 1:20 PMUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year-ended December 31, 2013 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10967 FIRST MIDWEST BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 36-3161078 (IRS Employer Identification No.) One Pierce Place, Suite 1500 Itasca, Illinois 60143-1254 (Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (630) 875-7450 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.01 Par Value Preferred Share Purchase Rights Name of each exchange on which registered The NASDAQ Stock Market The NASDAQ Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]. The aggregate market value of the registrant’s outstanding voting common stock held by non-affiliates on June 30, 2013, determined using a per share closing price on that date of $13.72, as quoted on the NASDAQ Stock Market, was $983,311,289. As of March 3, 2014, there were 75,271,087 shares of common stock, $0.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant’s Proxy Statement for the 2014 Annual Stockholders’ Meeting are incorporated by reference into Part III. FORM 10-K TABLE OF CONTENTS Part I ITEM 1. Business ............................................................................................................... ITEM 1A. Risk Factors .......................................................................................................... ITEM 1B. Unresolved Staff Comments .................................................................................... ITEM 2. Properties ............................................................................................................. ITEM 3. Legal Proceedings .................................................................................................. ITEM 4. Mine Safety Disclosures ......................................................................................... Part II ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities ................................................................................. ITEM 6. Selected Financial Data .......................................................................................... ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk ......................................... ITEM 8. Financial Statements and Supplementary Data............................................................ ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................................................................ ITEM 9A. Controls and Procedures ......................................................................................... ITEM 9B. Other Information .................................................................................................. Part III ITEM 10. Directors, Executive Officers, and Corporate Governance............................................. ITEM 11. Executive Compensation ......................................................................................... ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................................... ITEM 13. Certain Relationships and Related Transactions and Director Independence .................... ITEM 14. Principal Accountant Fees and Services..................................................................... Part IV ITEM 15. Exhibits and Financial Statement Schedules ............................................................... Signatures............................................................................................................. Page 3 16 32 32 32 33 33 36 37 82 85 147 147 149 149 150 150 151 151 151 156 2 PART I ITEM 1. BUSINESS First Midwest Bancorp, Inc. First Midwest Bancorp, Inc. (the ‘‘Company’’) is a Delaware corporation incorporated in 1982 and is registered under the Bank Holding Company Act of 1956, as amended (the ‘‘BHC Act’’). The Company is one of Illinois’ largest independent publicly-traded banking companies with assets of $8.3 billion as of December 31, 2013 and is headquartered in the Chicago suburb of Itasca, Illinois. The Company’s common stock, $0.01 par value per share, is listed on the NASDAQ Stock Market and trades under the symbol FMBI (‘‘Common Stock’’). Our principal subsidiary, First Midwest Bank (the ‘‘Bank’’), provides a broad range of banking and wealth management services to commercial and industrial, commercial real estate, municipal, and consumer customers throughout the greater Chicago metropolitan area as well as northwest Indiana, central and western Illinois, and eastern Iowa through approximately 90 banking offices. History In 1983, the Company became a bank holding company through a simultaneous acquisition of over 20 affiliated financial institutions. This transaction involved a re-organization of existing ownership interests as the acquired banks were under some form of common control. The Bank, through its predecessors, has provided banking and trust services for over 70 years. Since becoming a bank holding company, the Company has completed 21 acquisitions of financial institutions and branches representing over $4 billion in assets. In the normal course of business, the Company explores potential opportunities for expansion in core market areas through the acquisition of banking and non-banking institutions. As a matter of policy, the Company generally does not comment on any dialogue or negotiations with potential targets or possible acquisitions until a definitive acquisition agreement is signed and publicly announced. The Company’s ability to engage in certain merger or acquisition transactions, whether or not any regulatory approval is required, will depend on the bank regulators’ views at the time as to the capital levels, quality of management, and overall condition of the Company in addition to their assessment of a variety of other factors. Subsidiaries The Company is responsible for the overall conduct, direction, and performance of its subsidiaries. In addition, the Company provides various services to its subsidiaries, establishes Company-wide policies and procedures, and provides other resources as needed, including capital. As of December 31, 2013, the following were the Company’s primary subsidiaries: First Midwest Bank The Bank conducts the majority of the Company’s operations throughout the greater Chicago metropolitan area, in addition to northwest Indiana, central and western Illinois, and eastern Iowa. The following table presents key figures for the Bank. (Dollar amounts in thousands) Total assets...................................................... Total deposits .................................................. Bank branches ................................................. Bank offices .................................................... Full-time equivalent employees ........................... December 31, 2013 $ $ 8,122,963 6,783,730 86 5 1,647 3 The Bank operates the following wholly owned subsidiaries: (cid:127) First Midwest Securities Management, LLC is a Delaware limited liability company that manages investment securities. (cid:127) LIH Holdings, LLC is an Illinois limited liability company that holds an equity interest in a Section 8 (cid:127) (cid:127) housing venture. Synergy Property Holdings, LLC is an Illinois limited liability company that manages the majority of the Bank’s OREO properties. First Midwest Holdings, Inc. is a Delaware corporation that manages investment securities, principally municipal obligations, and provides corporate management services to its wholly owned subsidiary, FMB Investments Ltd., a Bermuda corporation. FMB Investments Ltd. manages investment securities and is largely inactive. Catalyst Asset Holdings, LLC (‘‘Catalyst’’) Catalyst is an Illinois limited liability company that manages a portion of the Company’s non-performing assets. In March of 2010, the Company purchased $168.1 million of non-performing assets from the Bank and transferred them to Catalyst in the form of a capital injection. Catalyst had $9.5 million in non-performing assets remaining as of December 31, 2013. Catalyst has one wholly owned subsidiary, Restoration Asset Management, LLC (‘‘Restoration’’), an Illinois limited liability company that manages Catalyst’s OREO properties. The Bank provides certain administrative and management services to Catalyst and Restoration pursuant to a services agreement. The amounts charged under this services agreement are intended to reflect the actual costs to the Bank for providing such services. Parasol Investment Management, LLC (‘‘Parasol’’) Parasol began operations in 2011 and is a registered investment advisor under the Investment Advisors Act of 1940. Parasol conducts its business in one of the Bank’s offices and provides wealth management services to the Bank’s wealth management division and to individual and institutional clients, such as corporate and public retirement plans, foundations and endowments, high net worth individuals, and multi-employer trust funds. First Midwest Capital Trust I (‘‘FMCT’’) FMCT is a Delaware statutory business trust formed in 2003 for the purpose of issuing trust-preferred securities and lending the proceeds to the Company in return for junior subordinated debentures of the Company. The Company guarantees payments of distributions on the trust-preferred securities and payments on redemption of the trust-preferred securities on a limited basis. FMCT qualifies as a variable interest entity for which the Company is not the primary beneficiary. Consequently, its accounts are not consolidated in the Company’s financial statements. However, the $36.7 million in trust- preferred securities held by FMCT at December 31, 2013 is included in Tier 1 capital of the Company for regulatory capital purposes. 4 Segments The Company has one reportable segment. The Company’s chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Market Area The Bank operates in the most active and diverse markets in Illinois, the largest of which is the suburban metropolitan Chicago market, as well as central and western Illinois. The Bank’s other service areas are located in northwestern Indiana and eastern Iowa. These service areas include a mixture of urban, suburban, and rural markets and contain a diversified mix of industry groups, including manufacturing, health care, pharmaceutical, higher education, wholesale and retail trade, service, and agricultural. Competition The banking and financial services industry in the markets in which the Bank operates (and particularly the Chicago metropolitan area) is highly competitive. Generally, the Bank competes for banking customers and deposits with other local, regional, national, and internet banks and savings and loan associations; personal loan and finance companies; credit unions; mutual funds; and investment brokers. Competition is driven by a number of factors, including interest rates charged on loans and paid on deposits; the ability to attract new deposits; the scope and type of banking and financial services offered; the hours during which business can be conducted; the location of bank branches and automated teller machines (‘‘ATMs’’); the availability, ease of use, and range of banking services on the internet; the availability of related services; and a variety of additional services, such as wealth management services. In providing investment advisory services, the Bank also competes with retail and discount stockbrokers, investment advisors, mutual funds, insurance companies, and other financial institutions for wealth management clients. Competition is generally based on the variety of products and services offered to clients and the performance of funds under management. The Company’s main competitors are financial service providers both within and outside of the geographic areas in which the Bank maintains offices. The Company faces competition in attracting and retaining qualified employees. Its ability to continue to compete effectively will depend on its ability to attract new employees and retain and motivate existing employees. Our Business The Bank offers a variety of traditional financial products and services that are designed to meet the financial needs of the customers and communities it serves. The Bank has been in the basic business of commercial and retail banking for over 70 years, namely attracting deposits and making loans, as well as providing wealth management services. The Company does not engage in any sub-prime lending, nor does it engage in non-commercial banking activities, such as investment banking services. Deposit and Retail Services The Bank offers a full range of deposit services that are typically available at most commercial banks and financial institutions, including checking accounts, NOW accounts, money market accounts, savings accounts, and time deposits of various types ranging from shorter-term to longer-term certificates of deposit. The transaction accounts and time deposits are tailored to our primary service area at competitive rates. The Company also offers certain retirement account services, including individual retirement accounts. 5 Lending Activities The Bank originates commercial and industrial, agricultural, commercial real estate, and consumer loans. Substantially all of the Company’s borrowers are businesses and residents in the Bank’s service areas. The Company’s largest category of lending is commercial real estate, followed by commercial and industrial. The mix of properties securing the loans in our commercial real estate portfolio are balanced between owner-occupied and investor categories and are diverse in terms of type and geographic location within the Company’s markets. Generally, real estate loans are secured by the land and any improvements to, or developments on, the land. Generally, loan-to-value ratios at time of origination are capped at 50% for unimproved land and 65% for developed land. The Company’s consumer loans consist primarily of home equity loans and lines of credit and 1-4 family mortgages. No individual or single group of related accounts is considered material in relation to the assets or deposits of the Bank or in relation to the overall business of the Company. However, 61% of our loan portfolio consisted of real estate-related loans at December 31, 2013. For detailed information regarding the Company’s loan portfolio, see the ‘‘Loan Portfolio and Credit Quality’’ section of ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Item 7 of this Form 10-K. Sources of Funds The Company’s ability to maintain affordable funding sources allows the Bank to meet the credit needs of its customers and the communities it serves. The Bank maintains a relatively stable base of transactional deposits that are the primary source of the Company’s funds for lending and other investment purposes. Deposits funded 82% of the Company’s assets at the end of 2013 with a loans-to-deposits ratio of 85%. Consumer, commercial, and public deposits come from the Company’s primary service areas through a broad selection of deposit products. By maintaining core deposits, the Company both controls its funding costs and builds client relationships. In addition to deposits, the Company obtains funds from the amortization, repayment, and prepayment of loans; the sale or maturity of investment securities; certificates of deposits; advances from the Federal Home Loan Bank (‘‘FHLB’’); securities sold under agreements to repurchase; federal funds purchased; revolving line of credit; cash flows generated by operations; and proceeds from the issuance of debt and sales of the Company’s Common Stock. For detailed information regarding the Company’s funding sources, see the ‘‘Funding and Liquidity Management’’ section of ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Item 7 of this Form 10-K. Investment Activities The Bank maintains a securities portfolio to provide the Company with financial stability, asset diversification, income, and collateral for borrowing. The Company administers its securities portfolio in accordance with an investment policy that was approved and adopted by the Board of Directors of the Bank. The Bank’s Asset Liability Committee implements the investment policy based on the established guidelines within the written policy. The basic objectives of the Bank’s investment activities are to enhance the profitability of the Company by fully investing available funds, provide adequate regulatory and operational liquidity, minimize and/or adjust the interest rate risk position of the Company, diversify and mitigate the Company’s exposure to credit risk, and provide collateral for pledging requirements. For detailed information regarding the Company’s securities portfolio, see the ‘‘Investment Portfolio Management’’ section of ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Item 7 of this Form 10-K. Supervision and Regulation The Bank is an Illinois state-chartered bank and a member of the Federal Reserve System, and the Board of Governors of the Federal Reserve System (‘‘Federal Reserve’’) has the primary federal authority to examine and supervise the Bank in coordination with the Illinois Department of Financial and Professional Regulation (the ‘‘IDFPR’’). The Company is a single bank holding company and is also subject to the primary regulatory authority 6 of the Federal Reserve. The Company and its subsidiaries are also subject to extensive secondary regulation and supervision by various state and federal governmental regulatory authorities including the FDIC, which oversees insured deposits and assets covered by the FDIC Agreements, and the U.S. Department of the Treasury (‘‘Treasury’’), which enforces money laundering and currency transaction regulations. As a public company, the Company is also under the jurisdiction of the U.S. Securities and Exchange Commission (‘‘SEC’’) and the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Federal and state laws and regulations generally applicable to financial institutions, including the Company and its subsidiaries, regulate the scope of business, investments, reserves against deposits, capital levels, the nature and amount of collateral for loans, the establishment of branches, mergers, acquisitions, dividends, and other matters. This supervision and regulation is intended primarily for the protection of the FDIC’s deposit insurance fund (‘‘DIF’’), the depositors, and the stability of the U.S financial system, rather than the stockholders of a financial institution. The following sections describe the significant elements of the material statutes and regulations affecting the Company and its subsidiaries, many of which are the subject of ongoing revision and legislative rulemaking as a result of the government’s long-term regulatory reform of the financial markets and the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ‘‘Dodd-Frank Act’’), which is discussed in more detail later in this report. In some cases, the new proposals may include a radical overhaul of the regulation of financial institutions or limitations on the products they offer. The final regulations, regulatory policies, and regulatory and supervisory guidance applicable to the Company and its subsidiaries, and the manner in which market practices and structures develop around the regulations, could have a material adverse effect on our business, financial condition, and results of operations. The Company cannot accurately predict the nature or the extent of the effects that any such developments will have on its business and earnings. Bank Holding Company Act of 1956, As Amended Generally, the BHC Act governs the acquisition and control of banks and non-banking companies by bank holding companies and requires bank holding companies to register with the Federal Reserve. The BHC Act requires a bank holding company to file an annual report of its operations and such additional information as the Federal Reserve may require. A bank holding company and its subsidiaries are subject to examination by the Federal Reserve. The BHC Act, the Bank Merger Act, and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the Federal Reserve for the direct or indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its parent holding company. Under the Bank Merger Act, the prior approval of the Federal Reserve or other appropriate bank regulatory authority is required for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s managerial and financial resources, the applicant’s performance record under the Community Reinvestment Act and fair housing laws, and the effectiveness of the banks in combating money laundering activities. In addition, the BHC Act prohibits (with certain exceptions) a bank holding company from acquiring direct or indirect control or ownership, or control of more than 5.0% of the voting shares of any ‘‘non-banking’’ company unless the non-banking activities are found by the Federal Reserve to be ‘‘so closely related to banking as to be a proper incident thereto.’’ Under current regulations of the Federal Reserve, a bank holding company and its non-bank subsidiaries are permitted to engage in such banking-related business ventures as consumer finance, equipment leasing, data processing, mortgage banking, financial and investment advice, securities brokerage services, and other activities. 7 Transactions with Affiliates Any transactions between the Bank and the Company and their respective subsidiaries are regulated by the Federal Reserve. The Federal Reserve’s regulations limit the types and amounts of covered transactions engaged in by the Bank and generally require those transactions to be on an arm’s-length basis. Covered transactions are defined by statute to include: (cid:127) A loan or extension of credit, as well as a purchase of securities issued by an affiliate. (cid:127) The purchase of assets from an affiliate, unless otherwise exempted by the Federal Reserve. (cid:127) Certain derivative transactions that create a credit exposure to an affiliate. (cid:127) The acceptance of securities issued by an affiliate as collateral for a loan. (cid:127) The issuance of a guarantee, acceptance, or letter of credit on behalf of an affiliate. In general, these regulations require that any extension of credit by the Bank (or its subsidiaries) with an affiliate must be secured by designated amounts of specified collateral and must be limited to certain thresholds on an individual and aggregate basis. The Bank is also limited as to how much and on what terms it may lend to its insiders and the insiders of its affiliates, including executive officers and directors. Source of Strength Federal Reserve policy and federal law require bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Under this requirement, a holding company is expected to commit resources to support its bank subsidiary even at times when the holding company may not be in a financial position to provide it. Any capital loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment. Community Reinvestment Act of 1977 (the ‘‘CRA’’) The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practices. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by providing credit to low-income and moderate-income individuals and communities. Federal regulators conduct CRA examinations on a regular basis to assess the performance of financial institutions and assign one of four ratings to the institution’s record of meeting the credit needs of its community. Banking regulators take into account CRA ratings when considering approval of a proposed transaction. During its last examination in August of 2012, the Bank received a rating of ‘‘outstanding,’’ the highest rating available. Gramm-Leach-Bliley Act of 1999 (the ‘‘GLB Act’’) The GLB Act allows certain bank holding companies to elect to be treated as a financial holding company (an ‘‘FHC’’) that may offer customers a more comprehensive array of financial products and services. Such products and services may include insurance and securities underwriting and agency activities, merchant banking, and insurance company portfolio investment activities. Activities that are ‘‘complementary’’ to financial activities are also authorized. Under the GLB Act, the Federal Reserve may not permit a company to register or maintain status as an FHC if the company or any of its insured depository institution subsidiaries are not well-capitalized and well managed. The Federal Reserve may prohibit an FHC from engaging in otherwise permissible activities at its supervisory discretion. In addition, for an FHC to commence any new activity permitted by the BHC Act or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the FHC must have received a rating of at least ‘‘satisfactory’’ in its most recent examination under the CRA. In addition, a financial institution may not disclose non-public personal information about a consumer to unaffiliated third parties unless the institution satisfies various disclosure requirements and the consumer has not 8 elected to opt out of the information sharing. Under the GLB Act, a financial institution must provide its customers with a notice of its privacy policies and practices. The Federal Reserve, the FDIC, and other financial regulatory agencies issued regulations implementing notice requirements and restrictions on a financial institution’s ability to disclose non-public personal information about consumers to unaffiliated third parties. Bank Secrecy Act and USA PATRIOT Act The Bank Secrecy and USA PATRIOT Acts require financial institutions to develop programs to prevent them from being used for money laundering, terrorist, and other illegal activities. If such activities are detected or suspected, financial institutions are obligated to file suspicious activity reports with the Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new accounts. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Office of Foreign Assets Control Regulation (‘‘OFAC’’) The United States imposes economic sanctions that affect transactions with designated foreign countries, nationals, and others. These sanctions are administered by OFAC, an agency of the Treasury. These sanctions include: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on ‘‘U.S. persons’’ engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Act significantly restructured the financial regulatory regime in the United States. Although the Dodd-Frank Act’s provisions that have received the most public attention generally have been those applying to or more likely to affect larger institutions, such as bank holding companies and banks with total consolidated assets of $10 billion or more, it contains numerous other provisions that affect all bank holding companies and banks, including the Company and the Bank, some of which are described in more detail below. We are monitoring developments with respect to the provisions applicable to bank holding companies and banks with total consolidated assets of $10 billion or more in the event that the Company or Bank reaches that size. Some of these provisions may have the consequence of increasing the Company’s expenses, decreasing the Company’s revenues, and changing the activities in which the Company chooses to engage. Many aspects of the Dodd-Frank Act are still subject to future rulemaking, implementation, and guidance that will occur over several years, making it difficult to anticipate the overall financial impact on the Company, its customers, or the financial industry in general. Consumer Financial Protection The Dodd-Frank Act created the Consumer Financial Protection Bureau (‘‘CFPB’’) as a new and independent unit within the Federal Reserve System. With certain exceptions, the CFPB has authority to regulate any person or entity that engages in offering or providing a ‘‘consumer financial product or service’’ and has rulemaking, examination, and enforcement powers over financial institutions. For primary examination and enforcement authority of financial entities, however, the CFPB’s authority is limited to institutions with assets of $10 billion or more. Existing regulators retain this authority over institutions with assets of $10 billion or less, such as the Company. 9 The powers of the CFPB currently include: (cid:127) The ability to prescribe consumer financial laws and rules that regulate all institutions that engage in (cid:127) offering or providing a consumer financial product or service. Primary enforcement and exclusive supervision authority for federal consumer financial laws over ‘‘very large’’ insured institutions with assets of $10 billion or more. This includes the right to obtain information about an institution’s activities and compliance systems and procedures and to detect and assess risks to consumers and markets. (cid:127) The ability to require reports from institutions with assets under $10 billion, such as the Bank, to support the CFPB in implementing federal consumer financial laws, supporting examination activities, and assessing and detecting risks to consumers and financial markets. (cid:127) Examination authority (limited to assessing compliance with federal consumer financial laws) over institutions with assets under $10 billion, such as the Bank. Specifically, a CFPB examiner may be included on a sampling basis in the examinations performed by the institution’s primary regulator. The CFPB, which commenced operations on July 21, 2011, engages in several activities including (i) investigating consumer complaints about credit cards and mortgages, (ii) launching a supervision program, (iii) conducting research for and developing mandatory financial product disclosures, and (iv) engaging in consumer financial protection rulemaking. The Bank is also subject to a number of regulations intended to protect consumers in various areas, such as equal credit opportunity, fair lending, customer privacy, identity theft, and fair credit reporting. For example, the Bank is subject to such acts as the Federal Truth in Savings Act, the Home Mortgage Disclosure Act, and the Real Estate Settlement Procedures Act. Electronic banking activities are subject to federal law, including the Electronic Funds Transfer Act. Wealth management activities of the Bank are subject to the Illinois Corporate Fiduciaries Act. Loans made by the Bank are subject to applicable provisions of the Federal Truth in Lending Act. Other consumer financial laws include the Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, and applicable state laws. The Federal Reserve has primary responsibility for examination and enforcement of federal consumer financial laws with respect to the Company, and state authorities are responsible for monitoring the Company’s compliance with all state consumer laws. Failure to comply with these requirements could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Interchange Fees Under the Durbin Amendment of the Dodd-Frank Act, the Federal Reserve established a maximum permissible interchange fee equal to no more than 21 cents plus five basis points of the transaction value for many types of debit interchange transactions. The Federal Reserve also adopted a rule to allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. The Company is in compliance with these fraud-related requirements. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product. Currently, the Company is exempt from the interchange fee cap under the ‘‘small issuer’’ exemption, which applies to any debit card issuer with total worldwide assets of less than $10 billion as of the end of the previous calendar year. In the event the Company’s assets reach $10 billion or more, it will become subject to the interchange fee limitations beginning July 1 of the following year, and the fees the Company may receive for an electronic debit transaction will be capped at the statutory limit. On July 31, 2013, the U.S. District Court for the District of Columbia found the interchange fee cap and the exclusivity provision adopted by the Federal Reserve to be invalid. The Federal Reserve has appealed this decision, and it is currently uncertain whether the Federal Reserve’s original rule will ultimately be upheld or whether the Federal Reserve will be required to revise the rule. 10 Capital Requirements The Federal Reserve and other federal bank regulators established risk-based capital guidelines to provide a framework for assessing the adequacy of the capital of national and state banks, thrifts, and their holding companies (collectively, ‘‘banking institutions’’). These guidelines apply to all banking institutions, regardless of size, and are used in the examination and supervisory process by the regulatory authorities. These guidelines require banking institutions to maintain capital based on the 1988 capital accord (‘‘Basel I’’) of the Basel Committee on Banking Supervision (the ‘‘Basel Committee’’). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. The requirements are intended to ensure that banking organizations have adequate capital given the risk levels of assets and off-balance sheet financial instruments (‘‘risk-weighted assets’’). Capital is classified in one of the following tiers: (cid:127) Core Capital (Tier 1). Tier 1 capital includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, a limited amount of qualifying cumulative perpetual stock at the holding company level, minority interests in equity accounts of consolidated subsidiaries, and qualifying trust- preferred securities, less goodwill, most intangible assets, and certain other assets. Supplementary Capital (Tier 2). Tier 2 capital includes perpetual preferred stock and trust-preferred securities not meeting the Tier 1 definition, qualifying mandatory convertible debt securities, qualifying subordinated debt, and the allowance for credit losses, subject to limitations. (cid:127) Regulatory requirements also establish quantitative measures to ensure capital adequacy for banking institutions as follows: Tier 1 capital to risk-weighted assets .......... Total capital to risk-weighted assets............ Tier 1 capital to average assets .................. Basel III Capital Rules Adequately Capitalized Requirement 4.00% 8.00% 3.00% Well-Capitalized Requirement 6.00% 10.00% 5.00% In July 2013, the Federal Reserve published final rules (the ‘‘Basel III Capital Rules’’) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework commonly known as ‘‘Basel III’’ for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, including the Company and the Bank, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues impacting the numerator in banks’ regulatory capital ratios. The Basel III Capital Rules also address risk weights and other issues impacting the denominator in regulatory capital ratios and replace the existing risk-weighting approach with a more risk-sensitive approach. In addition, the Basel III Capital Rules implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules. The Basel III Capital Rules will be effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period). The Basel III Capital Rules (i) introduce a new capital measure called ‘‘Common Equity Tier 1’’ (‘‘CET1’’), (ii) specify that Tier 1 capital consist of CET1 and ‘‘Additional Tier 1 Capital’’ instruments meeting specified requirements, (iii) narrowly define CET1 by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and (iv) expand the scope of the deductions/ adjustments compared to existing regulations. Bank holding companies with less than $15 billion in consolidated assets as of December 31, 2009, such as the Company, are permitted to include trust-preferred securities in 11 Additional Tier 1 Capital on a permanent basis and without any phase-out. As of December 31, 2013, the Company had $36.7 million of trust-preferred securities included in Tier 1 capital. When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Company and the Bank to maintain the following: (cid:127) A minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% ‘‘capital conservation buffer’’ (resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation). (cid:127) A minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation). (cid:127) A minimum ratio of Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (resulting in a minimum total capital ratio of 10.5% upon full implementation). (cid:127) A minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum, but below the conservation buffer, will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a four-year period (increasing by that amount on each subsequent January 1 until it reaches 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a number of deductions from and adjustments to CET1 beginning on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). Examples of these include the requirement that mortgage servicing rights, deferred tax assets depending on future taxable income, and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under current capital standards, the effects of accumulated other comprehensive income items included in capital are excluded for the purposes of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, the Company and the Bank, may make a one-time permanent election to continue to exclude these items, and the Company and the Bank expect to make such an election. Finally, the Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50%, and 100%) to a much larger and more risk-sensitive number of categories depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities to 600% for certain equity exposures, resulting in higher risk weights for a variety of asset categories. Management believes that as of December 31, 2013, the Company and the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect. Liquidity Requirements Historically, the regulation and monitoring of bank and bank holding company liquidity was addressed as a supervisory matter, without required formulaic measures. The Basel III liquidity framework puts forth regulatory requirements that banks and bank holding companies measure their liquidity against specific liquidity tests. One test, referred to as the liquidity coverage ratio (‘‘LCR’’), is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. The other test, referred to as the net stable funding ratio (‘‘NSFR’’), is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. These requirements will provide an incentive for banking entities to increase their holdings of Treasury securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source. 12 In October of 2013, the federal banking agencies proposed rules implementing the LCR for advanced approaches banking organizations and a modified version of the LCR for bank holding companies with at least $50 billion in total consolidated assets that are not advanced approach banking organizations, neither of which would apply to the Company or the Bank. The federal banking agencies have not yet proposed rules to implement the NSFR. Prompt Corrective Action The Federal Deposit Insurance Act, as amended (‘‘FDIA’’), requires the federal banking agencies to take ‘‘prompt corrective action’’ for depository institutions that do not meet the minimum capital requirements. The FDIA includes the following five capital tiers: ‘‘well capitalized,’’ ‘‘adequately capitalized,’’ ‘‘undercapitalized,’’ ‘‘significantly undercapitalized’’ and ‘‘critically undercapitalized.’’ A depository institution’s capital tier will depend on how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The relevant capital measures are the total capital ratio, the Tier 1 capital ratio, and the leverage ratio. A bank will be: (cid:127) (cid:127) (cid:127) (cid:127) (cid:127) ‘‘Well capitalized’’ if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure. ‘‘Adequately capitalized’’ if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and a leverage ratio of 4.0% or greater and is not ‘‘well capitalized.’’ ‘‘Undercapitalized’’ if the institution has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 4.0%. ‘‘Significantly undercapitalized’’ if the institution has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0% or a leverage ratio of less than 3.0%. ‘‘Critically undercapitalized’’ if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating for certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes. As of December 31, 2013, the Company believes the Bank was ‘‘well capitalized’’ based on its ratios as defined above. The FDIA generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be ‘‘undercapitalized.’’ ‘‘Undercapitalized’’ institutions are subject to growth limitations and are required to submit a capital restoration plan. The agencies may not accept such a plan without determining that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, the depository institution’s parent holding company must guarantee that the institution will comply with the capital restoration plan and must also provide appropriate assurances of performance for a plan to be acceptable. The aggregate liability of the parent holding company is limited to the lesser of an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable to the institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is ‘‘significantly undercapitalized.’’ ‘‘Significantly undercapitalized’’ depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become ‘‘adequately capitalized,’’ requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. ‘‘Critically undercapitalized’’ institutions are subject to the appointment of a receiver or conservator. 13 The Basel III Capital Rules revise the current prompt corrective action requirements effective January 1, 2015 by (i) introducing a CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category (other than critically undercapitalized), with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the current 6%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The Basel III Capital Rules do not change the total risk-based capital requirement for any prompt corrective action category. Volcker Rule The so-called ‘‘Volcker Rule’’ issued under the Dodd-Frank Act restricts the ability of the Company and its subsidiaries, including the Bank, to sponsor or invest in private funds or to engage in certain types of proprietary trading. The Federal Reserve adopted final rules implementing the Volcker Rule on December 10, 2013. Although the Volcker Rule became effective on July 21, 2012 and the final rules are effective April 1, 2014, the Federal Reserve issued an order extending the transition period to July 21, 2015. Banks, such as the Bank, with less than $10 billion in total consolidated assets that do not engage in any covered activities other than trading in certain government, agency, state or municipal obligations, do not have any significant compliance obligations under the final rules. Although the Company is continuing to evaluate the impact of the Volcker Rule, it generally does not engage in the businesses prohibited by the Volcker Rule; therefore, management does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company and its subsidiaries. Illinois Banking Law The Illinois Banking Act (‘‘IBA’’) governs the activities of the Bank, an Illinois banking corporation. The IBA (i) defines the powers and permissible activities of an Illinois state-chartered bank, (ii) prescribes corporate governance standards, (iii) imposes approval requirements on mergers of state banks, (iv) prescribes lending limits, and (v) provides for the examination of state banks by the IDFPR. The Banking on Illinois Act (‘‘BIA’’) amended the IBA to provide a wide range of new activities allowed for Illinois state-chartered banks, including the Bank. The provisions of the BIA are to be construed liberally to create a favorable business climate for banks in Illinois. The main features of the BIA are to expand bank powers through a ‘‘wild card’’ provision that authorizes Illinois state- chartered banks to offer virtually any product or service that any bank or thrift may offer anywhere in the country, subject to restrictions imposed on those other banks and thrifts, certain safety and soundness considerations, and prior notification to the IDFPR and the FDIC. Dividends The Company’s primary source of liquidity is dividend payments from the Bank. In addition to requirements to maintain adequate capital above regulatory minimums, the Bank is limited in the amount of dividends it can pay to the Company under the IBA. Under this law, the Bank is permitted to declare and pay dividends in amounts up to the amount of its accumulated net profits, provided that it retains in its surplus at least one-tenth of its net profits since the date of the declaration of its most recent dividend until those additions to surplus, in the aggregate, equal the paid-in capital of the Bank. While it continues its banking business, the Bank may not pay dividends in excess of its net profits then on hand (after deductions for losses and bad debts). In addition, the Bank is limited in the amount of dividends it can pay under the Federal Reserve Act and Regulation H. For example, dividends cannot be paid that would constitute a withdrawal of capital; dividends cannot be declared or paid if they exceed a bank’s undivided profits; and a bank may not declare or pay a dividend if all dividends declared during the calendar year are greater than current year net income plus retained net income of the prior two years without Federal Reserve approval. Since the Company is a legal entity, separate and distinct from the Bank, its dividends to stockholders are not subject to the bank dividend guidelines discussed above. However, the Company is subject to other regulatory policies and requirements related to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve and the IDFPR are authorized to determine that the payment of dividends by the Company would be an unsafe or unsound practice and to prohibit payment under certain circumstances related to the financial condition of a bank or bank holding company. The Federal Reserve has taken the position that dividends that would create pressure or undermine the safety and soundness of a subsidiary bank are inappropriate. Due to the current financial and economic environment, the Federal Reserve indicated that bank 14 holding companies should carefully review their dividend policy and discourage payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong. Bank holding companies and banks with average total consolidated assets greater than $10 billion must conduct an annual stress test of capital and consolidated earnings and losses under one base, both of which are provided by the federal banking agencies. Capital ratios reflected in required stress test calculations will most likely be an important factor considered by the federal banking agencies in evaluating whether proposed payments of dividends or stock repurchases may be an unsafe or unsound practice. In the event that the Company or the Bank grows to assets of $10 billion or more, the Company will be subject to these stress test requirements. FDIC Insurance Premiums The Bank’s deposits are insured through the DIF, which is administered by the FDIC. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. It may also prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the DIF. Insurance of deposits may be terminated by the FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices; is in an unsafe or unsound condition to continue operations; or violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based on a risk matrix that takes into account a bank’s capital level and supervisory rating. The risk matrix utilizes four risk categories, which are distinguished by capital levels and supervisory ratings. For deposit insurance assessment purposes, an insured depository institution is placed into one of the four risk categories each quarter. An institution’s assessment is determined by multiplying its assessment rate by its assessment base. The total base assessment rates range from 2.5 basis points to 45 basis points. The assessment base is calculated using average consolidated total assets minus average tangible equity. At least semi-annually, the FDIC will update its loss and income projections for the DIF and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking, if required. In addition, institutions with deposits insured by the FDIC are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a U.S. government-sponsored enterprise established in 1987 to serve as a financing vehicle for the failed Federal Savings and Loan Association, (‘‘Financing Corporation’’). These assessments will continue until the Financing Corporation bonds mature in 2019. Employee Incentive Compensation In 2010, the Federal Reserve, along with the other federal banking agencies, issued guidance applying to all banking organizations that requires that their incentive compensation policies be consistent with safety and soundness principles. Under these rules, financial organizations must review their compensation programs to insure that they: (i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk; (ii) are compatible with effective controls and risk management; and (iii) are supported by strong corporate governance including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation. In addition, the Dodd-Frank Act requires that the federal bank regulatory agencies and the SEC establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Company and the Bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. In 2011, the Federal Reserve, along with other federal banking agencies, proposed such rules, which have not yet been finalized. These proposed rules incorporate many of the executive compensation principles described above, including a prohibition on compensation practices that encourage covered persons to take inappropriate risks by providing such person with excessive compensation. 15 Future Legislation In addition to the specific legislation described above, various legislation and regulation is being considered by Congress and regulatory agencies that may change banking statutes and the Company’s operating environment in substantial and unpredictable ways and may increase reporting requirements and compliance costs. These changes could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. AVAILABLE INFORMATION free of charge on information available We file annual, quarterly, and current reports; proxy statements; and other information with the SEC, and we make this relations section of our website at the www.firstmidwest.com/aboutinvestor_overview.asp. You may read and copy materials we file with the SEC from its Public Reference Room at 100 F. Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The following documents are also posted on our website or are available in print upon the request of any stockholder to our Corporate Secretary: investor (cid:127) Certificate of Incorporation. (cid:127) By-Laws. (cid:127) Charters for our Audit, Compensation, and Nominating and Corporate Governance Committees. (cid:127) Related Person Transaction Policies and Procedures. (cid:127) Corporate Governance Guidelines. (cid:127) Code of Ethics and Standards of Conduct (the ‘‘Code’’), which governs our directors, officers, and employees. (cid:127) Code of Ethics for Senior Financial Officers. Within the time period required by the SEC and the NASDAQ Stock Market, we will post on our website any amendment to the Code and any waiver applicable to any executive officer, director, or senior financial officer (as defined in the Code). In addition, our website includes information concerning purchases and sales of our securities by our executive officers and directors. The Company’s accounting and reporting policies conform to U.S. generally accepted accounting principles (‘‘GAAP’’) and general practice within the banking industry. We post on our website any disclosure relating to certain non-GAAP financial measures (as defined in the SEC’s Regulation G) that we may make public orally, telephonically, by webcast, by broadcast, or by similar means from time to time. Our Corporate Secretary can be contacted by writing to First Midwest Bancorp, Inc., One Pierce Place, Itasca, Illinois 60143, attention: Corporate Secretary. The Company’s Investor Relations Department can be contacted by telephone at (630) 875-7533 or by e-mail at investor.relations@firstmidwest.com. ITEM 1A. RISK FACTORS An investment in our Common Stock is subject to risks inherent in the Company’s business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision with respect to any of the Company’s securities, you should carefully consider the risks and uncertainties as described below, together with all of the information included herein. The risks and uncertainties described below are not the only risks and uncertainties the Company faces. Additional risks and uncertainties not presently known or currently deemed immaterial also may have a material adverse effect on the Company’s results of operations and financial condition. If any of the following risks actually occurs, the Company’s results of operations and financial condition could be adversely affected, possibly materially. In that event, the trading price of the Company’s Common Stock or other securities could decline. The risks discussed below also include forward- looking statements, and actual results may differ substantially from those discussed or implied in these forward- looking statements. 16 Risks Related to the Company’s Business Interest Rate and Credit Risks The Company is subject to interest rate risk. The Company’s earnings and cash flows largely depend on its net interest income. Net interest income equals the difference between interest income and fees earned on interest-earning assets (such as loans and securities) and interest expense incurred on interest-bearing liabilities (such as deposits and borrowed funds). Interest rates are highly sensitive to many factors that are beyond the Company’s control, including general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence the amount of interest the Company earns on loans and securities and the amount of interest it pays on deposits and borrowings. These changes could also affect (i) the Company’s ability to originate loans and obtain deposits, (ii) the fair value of the Company’s financial assets and liabilities, and (iii) the average duration of the Company’s securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Company’s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Although management believes it implements effective asset and liability management strategies to reduce the potential effects of changes in interest rates on the Company’s results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned ‘‘Net Interest Income’’ in Item 7, ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ located elsewhere in this report for further discussion related to the Company’s management of interest rate risk. The repeal of federal prohibitions on payment of interest on demand deposits could increase the Company’s interest expense. All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act beginning in July 2011. As a result, some financial institutions, including the Company, now offer interest on demand deposits to compete for customers. The Company’s interest expense will increase and its net interest margin will decrease if it offers higher interest on demand deposits to attract additional customers or maintain current customers, which could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company is subject to lending risk. There are inherent risks associated with the Company’s lending activities. Underwriting and documentation controls cannot mitigate all credit risk, especially those outside the Company’s control. These risks include the impact of changes in interest rates, changes in the economic conditions in the markets in which the Company operates as well as those across the U.S., and the ability of borrowers to repay loans based on their respective circumstances. Increases in interest rates as well as continuing weakened economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing those loans. In particular, continuing economic weakness in real estate and related markets could further increase the Company’s lending risk as it relates to its commercial real estate loan portfolio and the value of the underlying collateral. The Company is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment of significant civil monetary penalties against the Company and other actions. As of December 31, 2013, the Company’s loan portfolio consisted of corporate loans totaling 86.6%, the majority of which is secured by commercial real estate, and 13.4% of consumer loans. The deterioration of these loans could cause a significant increase in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for loan and covered loan losses, and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of 17 operations. See the section captioned ‘‘Loan Portfolio and Credit Quality’’ in Item 7, ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ located elsewhere in this report for further discussion related to corporate and consumer loans. Real estate market volatility and future changes in disposition strategies could result in net proceeds that differ significantly from fair value appraisals of loan collateral and OREO and could negatively impact the Company’s operating performance. Many of the Company’s non-performing real estate loans are collateral-dependent, and the repayment of the loan largely depends on the value of the collateral securing the loan and the successful operation of the property. For collateral-dependent loans, the Company estimates the value of the loan based on the appraised value of the underlying collateral less costs to sell. The Company’s OREO portfolio consists of properties acquired through foreclosure in partial or total satisfaction of certain loans as a result of borrower defaults. In determining the value of OREO properties and other loan collateral, an orderly disposition of the property is generally assumed, except where a different disposition strategy is expected. The disposition strategy the Company has in place for a non-performing loan will determine the appraised value it uses (e.g., ‘‘as-is’’, ‘‘orderly liquidation’’, or ‘‘forced liquidation’’). Significant judgment is required in estimating the fair value of property, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, the Company may utilize alternative sale strategies other than orderly dispositions as part of its disposition strategy, such as immediate liquidation sales. In this event, the net proceeds realized could differ significantly from estimates used to determine the fair value of the properties as a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition. This could have a material adverse effect on the Company’s business, financial condition, and results of operations. The Company’s lending activities are subject to strict regulations. The Company is subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment of significant civil monetary penalties against the Company and other actions, and could have a material adverse effect on the Company’s business and results of operations. The Company’s allowance for credit losses may be insufficient. The Company maintains an allowance for credit losses at a level believed adequate to absorb estimated losses inherent in its existing loan portfolio. The level of the allowance for credit losses reflects management’s continuing evaluation of industry concentrations; specific credit risks; credit loss experience; current loan portfolio quality; present economic and business conditions; changes in competitive, legal, and regulatory conditions; and unidentified losses inherent in the current loan portfolio. Determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment of credit risks and future trends, which are subject to material changes. Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, changes in accounting principles, and other factors, both within and outside of the Company’s control, may require an increase in the allowance for credit losses. In addition, bank regulatory agencies periodically review the Company’s allowance for credit losses and may require an increase in the provision for loan and covered loan losses or the recognition of additional loan charge-offs based on judgments different from those of management. Furthermore, if charge-offs in future periods exceed the allowance for credit losses, the Company will need additional provisions to increase the allowance. Any increases in the allowance for credit losses will result in a decrease in net income and capital and may have a material adverse effect on the Company’s financial condition and results of operations. Refer to Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K for further discussion related to the Company’s process for determining the appropriate level of the allowance for credit losses. 18 Financial services companies depend on the accuracy and completeness of information about customers and counterparties. The Company may rely on information furnished by or on behalf of customers and counterparties in deciding whether to extend credit or enter into other transactions. This information could include financial statements, credit reports, business plans, and other information. The Company may also rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other information could have a material adverse impact on the Company’s business, financial condition, and results of operations. Funding Risks The Company is a bank holding company and its sources of funds are limited. The Company is a bank holding company, and its operations are primarily conducted by the Bank, which is subject to significant federal and state regulation. Cash available to pay dividends to stockholders of the Company is derived primarily from dividends received from the Bank. The Company’s ability to receive dividends or loans from its subsidiaries is restricted. Dividend payments by the Bank to the Company in the future will require generation of future earnings by the Bank and could require regulatory approval if the proposed dividend is in excess of prescribed guidelines. Further, the Company’s right to participate in the assets of the Bank upon its liquidation, reorganization, or otherwise will be subject to the claims of the Bank’s creditors, including depositors, which will take priority except to the extent the Company may be a creditor with a recognized claim. As of December 31, 2013, the Company’s subsidiaries had deposits and other liabilities of $7.1 billion. The Company could experience an unexpected inability to obtain needed liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits, and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets, and its access to alternative sources of funds. The Company seeks to ensure its funding needs are met by maintaining an adequate level of liquidity through asset and liability management. If the Company becomes unable to obtain funds when needed, it could have a material adverse effect on the Company’s business, financial condition, and results of operations. Loss of customer deposits could increase the Company’s funding costs. The Company relies on bank deposits to be a low cost and stable source of funding. The Company competes with banks and other financial services companies for deposits. If the Company’s competitors raise the rates they pay on deposits, the Company’s funding costs may increase, either because the Company raises its rates to avoid losing deposits or because the Company loses deposits and must rely on more expensive sources of funding. Higher funding costs could reduce the Company’s net interest margin and net interest income and could have a material adverse effect on the Company’s financial condition and results of operations. Any reduction in the Company’s credit ratings could increase its financing costs. Various rating agencies publish credit ratings for the Company’s debt obligations, based on their evaluations of a number of factors, some of which relate to Company performance and some of which relate to general industry conditions. Management routinely communicates with each rating agency and anticipates the rating agencies will closely monitor the Company’s performance and update their ratings from time to time during the year. The Company cannot give any assurance that its current credit ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances in the future so warrant. Downgrades in the Company’s credit ratings may adversely affect its borrowing costs and its ability to borrow or raise capital, and may adversely affect the Company’s reputation. 19 The Company’s current credit ratings are as follows: Rating Agency Rating Standard & Poor’s Rating Group, a division of the McGraw-Hill Companies, Inc. .................................................................................... Moody’s Investor Services, Inc. .................................................................. ............................................................................................... Fitch, Inc. BBB- Baa2 BBB- Regulatory requirements, future growth, or operating results may require the Company to raise additional capital, but that capital may not be available or be available on favorable terms, or it may be dilutive. The Company is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. The Company may be required to raise capital if regulatory requirements change, the Company’s future operating results erode capital, or the Company elects to expand through loan growth or acquisition. The Company’s ability to raise capital will depend on conditions in the capital markets, which are outside of its control, and on the Company’s financial performance. Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms. If the Company cannot raise additional capital when needed, it will be subject to increased regulatory supervision and the imposition of restrictions on its growth and business. These could negatively impact the Company’s ability to operate or further expand its operations through acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on its financial condition and results of operations. Operational Risks The Company and its subsidiaries are subject to changes in accounting principles, policies, or guidelines. The Company’s financial performance is impacted by accounting principles, policies, and guidelines. Some of these policies require the use of estimates and assumptions that may affect the value of the Company’s assets or liabilities and financial results. Some of the Company’s accounting policies are critical because they require management to make subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions are incorrect, the Company may experience material losses. See the section captioned ‘‘Critical Accounting Policies’’ in Item 7, ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ of this Form 10-K for further discussion related to the Company’s critical accounting policies. From time to time, the Financial Accounting Standards Board (‘‘FASB’’) and the SEC change the financial accounting and reporting standards, or the interpretation of those standards, that govern the preparation of the Company’s external financial statements. These changes are beyond the Company’s control, can be difficult to predict, and could materially impact how the Company reports its results of operations and financial condition. These standards are continuously updated and refined and new standards are developed resulting in changes that could have a material adverse effect on the Company’s financial condition and results of operations. The Company’s controls and procedures may fail or be circumvented. Management regularly reviews and updates the Company’s loan underwriting and monitoring process, internal controls, disclosure controls and procedures, compliance controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, financial condition, and results of operations. 20 The Company’s accounting estimates and risk management processes rely on analytical and forecasting models. The processes the Company uses to estimate its loan losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on the Company’s financial condition and results of operations, depend on the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models the Company uses for interest rate risk and asset-liability management are inadequate, the Company may incur increased or unexpected losses resulting from changes in market interest rates or other market measures. If the models the Company uses for estimating its loan losses are inadequate, the allowance for credit losses may not be sufficient to support future charge-offs. If the models the Company uses to measure the fair value of financial instruments are inadequate, the fair value of these financial instruments may fluctuate unexpectedly or may not accurately reflect what the Company could realize on the sale or settlement. Any failure in the Company’s analytical or forecasting models could have a material adverse effect on the Corporation’s business, financial condition, and results of operations. The Company may not be able to attract and retain skilled people. The Company’s success depends on its ability to attract and retain skilled people. Competition for the best people in most activities in which the Company engages can be intense, and the Company may not be able to hire people or retain them. The unexpected loss of services of certain of the Company’s skilled personnel could have a material adverse impact on the Company’s business because of their skills, knowledge of the Company’s market, years of industry experience, customer relationships, and the difficulty of promptly finding qualified replacement personnel. Loss of key employees may disrupt relationships with certain customers. The Company’s customer relationships are critical to the success of its business, and loss of key employees with significant customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor. While the Company believes its relationships with its key personnel are strong, it cannot guarantee that all of its key personnel will remain with the organization, which could result in the loss of some of its customers and could have a negative impact on the Company’s business, financial condition, and results of operations. The Company’s information systems may experience an interruption or breach in security. The Company relies heavily on internal and outsourced digital technologies, communications, and information systems to conduct its business. As the Company’s reliance on technology systems increases, the potential risks of technology-related operation interruptions in the Company’s customer relationship management, general ledger, deposit, loan, or other systems or the occurrence of cyber incidents also increases. Cyber incidents can result from deliberate attacks or unintentional events including (i) gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruptions; (ii) causing denial-of-service attacks on websites; or (iii) intelligence gathering and social engineering aimed at obtaining information. The occurrence of operational interruption, cyber incident, or a deficiency in the cyber security of the Company’s technology systems (internal or outsourced) could negatively impact the Company’s financial condition or results of operations. The Company has policies and procedures expressly designed to prevent or limit the effect of a failure, interruption, or security breach of its systems and maintains cyber security insurance. Significant interruptions to the Company’s business from technology issues could result in expensive remediation efforts and distraction of management. During the year, the Company experienced certain immaterial cyber-attacks or breaches and continues to invest in security and controls to prevent and mitigate future incidents. Although the Company has not experienced any material losses related to a technology-related operational interruption or cyber-attack, there can be no assurance that such failures, interruptions, or security breaches will not occur in the future or, if they do occur, that the impact will not be substantial. 21 The occurrence of any failures, interruptions, or security breaches of the Company’s technology systems could damage the Company’s reputation, result in a loss of customer business, result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of proprietary information, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or stock price. As cyber threats continue to evolve, the Company may also be required to spend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. The Company depends on outside third parties for processing and handling of Company records and data. The Company relies on software developed by third party vendors to process various Company transactions. In some cases, the Company has contracted with third parties to run their proprietary software on its behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, wealth management record keeping, loan and deposit processing, merchant processing, and securities portfolio management. While the Company performs a review of controls instituted by the vendors over these programs in accordance with industry standards and performs its own testing of user controls, the Company must rely on the continued maintenance of these controls by the outside party, including safeguards over the security of customer data. In addition, the Company maintains backups of key processing output daily in the event of a failure on the part of any of these systems. Nonetheless, the Company may incur a temporary disruption in its ability to conduct its business or process its transactions or incur damage to its reputation if the third party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such disruption or breach of security may have a material adverse effect on the Company’s financial condition and results of operations. The Company continually encounters technological change. The banking and financial services industry continually undergoes technological changes, with frequent introductions of new technology-driven products and services. In addition to better meeting customer needs, the effective use of technology increases efficiency and enables financial institutions to reduce costs. The Company’s future success will depend, in part, on its ability to address the needs of its customers by using technology to provide products and services that enhance customer convenience and that create additional efficiencies in the Company’s operations. Many of the Company’s competitors have greater resources to invest in technological improvements, and the Company may not effectively implement new technology-driven products and services or do so as quickly as its competitors, which could reduce its ability to effectively compete. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on the Company’s business, financial condition, and results of operations. New lines of business or new products and services may subject the Company to additional risks. From time to time, the Company may implement new lines of business or offer new products or services within existing lines of business. There can be substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products or services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and new product or service could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, financial condition, and results of operations. The Company’s estimate of fair values for its investments may not be realizable if it were to sell these securities today. The Company’s available-for-sale securities are carried at fair value. Accounting standards require the Company to disclose these securities according to a fair value hierarchy. Less than one percent of the Company’s available-for-sale securities were categorized in level 1 of the fair value hierarchy. Over 98% of the Company’s 22 available-for-sale securities were categorized in level 2 of the fair value hierarchy and the remaining securities were categorized as level 3. Refer to Note 21 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K for a detailed description of the fair value hierarchies. The determination of fair value for securities categorized in level 3 involves significant judgment due to the complexity of factors contributing to the valuation, many of which are not readily observable in the market. The market disruptions in recent years made the valuation process even more difficult and subjective. Due to the illiquidity in the secondary market for the Company’s level 3 securities, the Company estimates the value of these securities using discounted cash flow analyses with the assistance of a structured credit valuation firm. Third-party sources also use assumptions, judgments, and estimates in determining securities values, and different third parties use different methodologies or provide different prices for similar securities. In addition, the nature of the business of the third party source that is valuing the securities at any given time could impact the valuation of the securities. Consequently, the ultimate sales price for any of these securities could vary significantly from the recorded fair value at December 31, 2013, especially if the security is sold during a period of illiquidity or market disruption or as part of a large block of securities under a forced transaction. Any resulting write-downs of the fair value of the Company’s available-for-sale securities would reduce earnings in the period in which it is recorded and could have a material adverse effect on the Company’s financial condition and results of operations. The value of the Company’s goodwill and other intangible assets may decline in the future. As of December 31, 2013, the Company had $276.4 million of goodwill and other intangible assets. If the Company’s stock price declines and remains low for an extended period of time, the Company could be required to write off all or a portion of its goodwill. The Company’s stock price is subject to market conditions that can be impacted by forces outside of the control of management, such as a perceived weakness in financial institutions in general, and may not be a direct result of the Company’s performance. In addition, a significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, or slower growth rates may necessitate taking future charges related to the impairment of the Company’s goodwill and other intangible assets. A write-down of goodwill and other intangible assets would reduce earnings in the period in which it is recorded and could have a material adverse effect on the Company’s financial condition and results of operations. External Risks The Company operates in a highly competitive industry and market area. The Company faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. These competitors primarily include national, regional, and community banks within the markets in which the Company operates. The Company also faces competition from many other types of financial institutions, including savings and loan associations, credit unions, personal loan and finance companies, retail and discount stockbrokers, investment advisors, mutual funds, insurance companies, and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory, and technological changes; further illiquidity in the credit markets; and continued consolidation. Banks, securities firms, and insurance companies can merge under the umbrella of an FHC, which can offer virtually any type of financial service, including banking, securities underwriting, insurance, and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic funds transfer and automatic payment systems. Many of the Company’s competitors have fewer regulatory constraints and may have lower cost structures. Due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services, as well as better pricing for those products and services than the Company can offer. 23 The Company’s ability to compete successfully depends on a number of factors, including: (cid:127) Developing, maintaining, and building long-term customer relationships. (cid:127) Expanding the Company’s market position. (cid:127) Offering products and services at prices and with the features that meet customers’ needs and demands. (cid:127) (cid:127) Maintaining a satisfactory level of customer service. (cid:127) Anticipating and adjusting to changes in industry and general economic trends. (cid:127) Continued development and support of internet-based services. Introducing new products and services. Failure to perform in any of these areas could significantly weaken the Company’s competitive position, which could adversely affect the Company’s growth and profitability. This, in turn, could have a material adverse effect on the Company’s business, financial condition, and results of operations. The Company’s business may be adversely affected by conditions in the financial markets and economic conditions generally. The Company’s financial performance depends to a large extent on the business environment in the suburban metropolitan Chicago market, the state of Illinois, and the U.S. as a whole. In particular, the current environment impacts the ability of borrowers to pay interest on and repay principal of outstanding loans as well as the value of collateral securing those loans. A favorable business environment is generally characterized by economic growth, low unemployment, efficient capital markets, low inflation, high business and investor confidence, strong business earnings, and other factors. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors. In recent years, the suburban metropolitan Chicago market, the state of Illinois, and the U.S. as a whole experienced a downward economic cycle. Significant weakness in market conditions adversely impacted all aspects of the economy, including the Company’s business. In particular, dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, negatively impacted the credit performance of construction loans, which resulted in significant write-downs of assets by many financial institutions. Business activity across a wide range of industries and regions was greatly reduced, and local governments and many businesses experienced serious difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets. In addition, unemployment increased significantly during that period, which further contributed to the adverse business environment for households and businesses. Concerns over U.S. fiscal policy, budget deficit issues, and political debate over the debt ceiling, including the related government shutdown in October of 2013, have created additional economic and market uncertainty. While economic conditions have shown signs of improvement through 2013, there can be no assurance that economic recovery will continue, and future deterioration would likely exacerbate the adverse effects of recent difficult market conditions on the Company and others in the financial institutions industry. Market stress could have a material adverse effect on the credit quality of the Company’s loans, and therefore, its financial condition and results of operations as well as other potential adverse impacts including: (cid:127) There could be an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally. (cid:127) There could be an increase in write-downs of asset values by financial institutions, such as the Company. (cid:127) The Company’s ability to assess the creditworthiness of customers could be impaired if the models and approaches it uses to select, manage, and underwrite credits become less predictive of future performance. (cid:127) The process the Company uses to estimate losses inherent in the Company’s loan portfolio requires difficult, subjective, and complex judgments. This process includes analysis of economic conditions and the impact of these economic conditions on borrowers’ ability to repay their loans. The process could no longer be capable of accurate estimation and may, in turn, impact its reliability. (cid:127) The Bank could be required to pay significantly higher FDIC premiums in the future if losses further deplete the DIF. 24 (cid:127) The Company could face increased competition due to intensified consolidation of the financial services industry. If current levels of market disruption and volatility continue or worsen, there can be no assurance that the Company will not experience an adverse effect, which may be material, on its ability to access capital and on the Company’s business, financial condition, and results of operations. Concerns about the European Union’s sovereign debt crisis have also caused uncertainty for financial markets globally. Although the Company does not have direct exposure to European sovereign debt, these circumstances could indirectly affect the Company through general disruption in the global markets and the related effects on national and local economies, perceived weakness or market concerns about financial institutions generally, the Bank’s hedging activities, customers with European businesses or assets denominated in the Euro, or companies in the Company’s market with European businesses or affiliates. Turmoil in the financial markets could result in lower fair values for the Company’s investment securities. Major disruptions in the capital markets experienced in recent years have adversely affected investor demand for all classes of securities, excluding U.S. Treasury securities, and resulted in volatility in the fair values of the Company’s investment securities. Significant prolonged reduced investor demand could manifest itself in lower fair values for these securities and may result in recognition of an other-than-temporary impairment (‘‘OTTI’’), which could have a material adverse effect on the Company’s financial condition and results of operations. Municipal securities can also be impacted by the business environment of their geographic location. Although this type of security historically experienced extremely low default rates, municipal securities are subject to systemic risk since cash flows generally depend on (i) the ability of the issuing authority to levy and collect taxes or (ii) the ability of the issuer to charge for and collect payment for essential services rendered. If the issuer defaults on its payments, it may result in the recognition of OTTI or total loss, which could have a material adverse effect on the Company’s financial condition and results of operations. Managing reputational risk is important to attracting and maintaining customers, investors, and employees. Threats to the Company’s reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of the Company’s customers. The Company has policies and procedures in place that seek to protect its reputation and promote ethical conduct. Nonetheless, negative publicity may arise regarding the Company’s business, employees, or customers, with or without merit, and could result in the loss of customers, investors, and employees; costly litigation; a decline in revenues; and increased governmental oversight. Negative publicity could have a material adverse impact on the Company’s reputation, business, financial condition, results of operations, and liquidity. The Company may be adversely affected by the soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose the Company to credit risk in the event of a default by a counterparty or client. In addition, the Company’s credit risk may be exacerbated when the collateral held by the Company cannot be realized upon liquidation or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Company. Any such losses could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. The Company is subject to environmental liability risk associated with lending activities. A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expenses and could materially reduce the affected property’s value or limit the Company’s ability to sell the affected property or to repay the indebtedness 25 secured by the property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Although the Company has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact the Company’s business. Severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on the Company’s ability to conduct business. These events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, reduce the value of collateral securing loans, cause significant property damage, result in loss of revenue, or cause the Company to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations. U.S. credit downgrades or changes in outlook by the major credit rating agencies may have an adverse effect on financial markets, including financial institutions and the financial industry. Due to concerns over the U.S. debt limit and budget deficit, Standard & Poor’s Rating Services (‘‘S&P’’) downgraded the U.S.’s credit rating from AAA to AA+ in 2011, and other major credit rating agencies have made statements suggesting the possibility of similar downgrades. Any future downgrades or changes in outlook by the major credit rating agencies could impact the trading market for U.S. government securities, including agency securities, and the securities markets more broadly, and, consequently, could impact the value and liquidity of financial assets, including assets in the Company’s investment and BOLI portfolios. These actions could also create broader financial turmoil and uncertainty, which may negatively affect the global banking system and limit the availability of funding, including borrowings under repurchase arrangements, at reasonable terms. In turn, this could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. Legal/Compliance Risks The Company is subject to extensive government regulation and supervision. The Company and the Bank are subject to extensive federal and state regulations and supervision. Banking regulations are primarily intended to protect depositors’ funds, FDIC funds, and the banking system as a whole, not security holders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy, and growth. Congress and federal regulatory agencies continually review banking laws, regulations, policies, and other supervisory guidance for possible changes. Changes to statutes, regulations, regulatory policies, or other supervisory guidance, including changes in the interpretation or implementation of those regulations or policies, could affect the Company in substantial and unpredictable ways and could have a material adverse effect on the Company’s business, financial condition, and results of operations. These changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer, limit the activities it is permitted to engage in, and increase the ability of non-banks to offer competing financial services and products. Failure to comply with laws, regulations, policies, or other regulatory guidance could result in civil or criminal sanctions by regulatory agencies, civil monetary penalties, and damage to the Company’s reputation. Government authorities, including the bank regulatory agencies, are pursuing aggressive enforcement actions with respect to compliance and other legal matters involving financial activities. Any of these actions could have a material adverse effect on the Company’s business, financial condition, and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned ‘‘Supervision and Regulation’’ in Item 1, ‘‘Business,’’ and Note 18 of ‘‘Notes to the Consolidated Financial Statements’’ included in Item 8, ‘‘Financial Statements and Supplementary Data,’’ of this Form 10-K. 26 Rapidly implemented legislative and regulatory actions could have an unanticipated and adverse effect on the Company. In response to the financial market crisis, the U.S. government, specifically the Treasury, Federal Reserve, and FDIC, working in cooperation with foreign governments and other central banks, took a variety of extraordinary measures designed to restore confidence in the financial markets and to strengthen financial institutions. The rulemaking relating to these measures was accomplished on an emergency basis to address immediate concerns about the stability and continued existence of the global financial system. Recovery programs were rapidly proposed, adopted, and sometimes quickly abandoned in response to changing market conditions and other concerns. The speed of market developments required the government to abandon its traditional pattern and timeline of legislative and regulatory rulemaking, and issue rules on an interim basis without prior notice and comment. Rulemaking in this manner, rather than through the traditional legislative practice, does not allow for input by regulated financial institutions, such as the Company, and could lead to uncertainty in the financial markets, disruption to the Company’s business, increased costs, and material adverse effects on the Company’s financial condition and results of operations. The Company’s business may be adversely affected in the future by the implementation of ongoing regulations regarding banks and financial institutions under the Dodd-Frank Act. The Dodd-Frank Act, which became law in 2010, significantly changed the bank regulatory structure and affects the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting and implementing rules and regulations and, consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known until final rules are adopted and market practices and structures develop around the rules, which may take several years. See the section titled ‘‘Supervision and Regulation’’ in Item 1 of this Form 10-K for a discussion of several significant provisions of the Dodd-Frank Act, including the Volcker Rule. The Dodd-Frank Act is intended to address specific issues that are believed to have contributed to the financial crisis and is heavily remedial in nature. Several provisions in the Act are applicable to larger institutions (greater than $10 billion in assets). Many aspects of the Dodd-Frank Act that are applicable to the Company are subject to rulemaking, implementation, and regulatory and supervisory guidance, and the development of related market structures and practices, that will occur over several years, making it difficult to anticipate the overall financial impact on the Company. However, compliance with new laws and regulations likely will result in additional operating costs that could have a material adverse effect on the Company’s financial condition and results of operations. The Company’s business may be adversely affected in the future by the implementation of rules establishing standards for debit card interchange fees. The Federal Reserve has implemented final rules establishing standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions as required by the Dodd-Frank Act. A debit card interchange fee is a fee paid by a merchant’s bank to the customer’s bank for the use of the debit card. Under the final rule, which is currently subject to litigation, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is 21 cents plus an amount equal to five basis points of the transaction value. In addition, under an interim final rule issued concurrently with the final rule, an additional one cent per transaction ‘‘fraud prevention adjustment’’ to the interchange fee is available to those issuers that comply with certain standards outlined by the Federal Reserve. Currently, the Company is exempt from the interchange fee cap under the ‘‘small issuer’’ exemption, which applies to any debit card issuer with total worldwide assets of less than $10 billion as of the end of the previous calendar year. In the event the Company’s assets reach $10 billion or more, it will become subject to the interchange fee limitations beginning July 1 of the following year, and the fees the Company may receive for an electronic debit transaction will be capped at the statutory limit. 27 Although the rule applies only to larger institutions and does not currently apply to the Company, future industry responses and developments relating to this rule that are currently unknown may affect the Company’s financial condition and results of operations in ways and to a degree that it cannot currently predict, including any impact on its future revenue. The level of the commercial real estate loan portfolio may subject the Company to additional regulatory scrutiny. The FDIC, the Federal Reserve, and the Office of the Comptroller of the Currency promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if (i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land development, and other land loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. The joint guidance requires heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment, and monitoring through market analysis and stress testing. The Company is currently in compliance with these regulations. If regulators determine the Company is in violation of these restrictions or has not adequately implemented risk management practices, they could impose additional regulatory restrictions against the Company, which could have a material negative impact on the Company’s business, financial condition, and results of operations. The Company and its subsidiaries are subject to examinations and challenges by taxing authorities. In the normal course of business, the Company and its subsidiaries are routinely subjected to examinations and challenges from federal and state taxing authorities regarding tax positions taken by the Company and the determination of the amount of tax due. These examinations may relate to income, franchise, gross receipts, payroll, property, sales and use, or other tax returns filed, or not filed, by the Company. The challenges made by taxing authorities may result in adjustments to the amount of taxes due, and may result in the imposition of penalties and interest. If any such challenges are not resolved in the Company’s favor, they could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. The Company and its subsidiaries are subject to changes in federal and state tax laws and changes in interpretation of existing laws. The Company’s financial performance is impacted by federal and state tax laws. Given the current economic and political environment, and ongoing budgetary pressures, the enactment of new federal or state tax legislation may occur. The enactment of such legislation, or changes in the interpretation of existing law, including provisions impacting income tax rates, apportionment, consolidation or combination, income, expenses, and credits, may have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. The Company and its subsidiaries may not be able to realize the benefit of deferred tax assets. The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The deferred tax assets can be recognized in future periods depending on a number of factors, including the ability to realize the asset through carryback or carryforward to taxable income in prior or future years, the future reversal of existing taxable temporary differences, future taxable income, and the possible application of future tax planning strategies. A valuation allowance is established for any deferred tax asset for which recovery or settlement is not more likely than not. Each quarter, the Company assesses its deferred tax asset position, including the recoverability of this asset or the need for a valuation allowance. This assessment takes into consideration positive and negative evidence to determine whether it is more likely than not that a portion of the asset will not be realized. If the Company is not 28 able to recognize deferred tax assets in future periods, it could have a material adverse effect on the Company’s financial condition and results of operations. The Company is a defendant in a variety of litigation and other actions. Currently, there are certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, the Company’s management believes that any liabilities arising from pending legal matters would be immaterial based on information currently available. However, if actual results differ from management’s expectations, it could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. For a detailed discussion on current legal proceedings, refer to Item 3, ‘‘Legal Proceedings,’’ and Note 20 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Risks Related to Acquisition Activity Future acquisitions may disrupt the Company’s business and dilute stockholder value. In the past, the Company strategically acquired banks or branches of other banks. The Company may consider future acquisitions of banks and non-banks to supplement internal growth opportunities, as permitted by regulators. The Company seeks merger or acquisition partners that are culturally similar and possess either significant market presence or have potential for improved profitability through financial management, economies of scale, or expanded services. Acquiring other banks or branches involves potential risks that could have a material adverse impact on the Company’s financial condition or results of operations, including: Short-term decrease in profitability. (cid:127) Exposure to unknown or contingent liabilities of acquired banks. (cid:127) Disruption of the Company’s business. (cid:127) Loss of key employees and customers of acquired banks. (cid:127) (cid:127) Diversion of management’s time and attention. (cid:127) Issues arising during transition and integration. (cid:127) Dilution in the ownership percentage of holdings of the Company’s Common Stock. (cid:127) Difficulty in estimating the value of the target company. (cid:127) Payment of a premium over book and market values that may dilute the Company’s tangible book value and earnings per share in the short and long-term. (cid:127) Volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts. Inability to realize the expected revenue increases, cost savings, increases in geographic or product (cid:127) presence, and/or other projected benefits. (cid:127) Changes in banking or tax laws or regulations. From time to time, the Company may evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, merger or acquisition discussions and negotiations may take place and future mergers or acquisitions involving cash, debt, or equity securities may occur at any time. Acquisitions may involve the payment of a premium over book and market values, and therefore, some dilution of the Company’s tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition could have a material adverse effect on the Company’s financial condition and results of operations. In addition, from time to time, banking regulators may restrict the Company from making acquisitions. See the sections captioned ‘‘History’’ and ‘‘Supervision and Regulation’’ included in Item 1, ‘‘Business’’ for additional detail and further discussion of these matters. Competition for acquisition candidates is intense. Numerous potential acquirers compete with the Company for acquisition candidates. The Company may not be able to successfully identify and acquire suitable targets, which could slow the Company’s growth rate and have a material adverse effect on its ability to compete in its markets. 29 If the Company is inclined to participate in FDIC-assisted transactions, the Company can only participate in the bid process if it receives approval of bank regulators. There can be no assurance that the Company will be allowed to participate in the bid process, or what the terms of such transaction might be or whether the Company would be successful in acquiring the bank or targeted assets. Failure to comply with the terms of loss share agreements with the FDIC may result in potential losses. The Company has completed four FDIC-assisted transactions. In three of those transactions, most loans and OREO acquired are covered by FDIC Agreements, under which the FDIC will reimburse the Bank for a portion of the losses and eligible expenses arising from certain assets of the acquired institutions. The FDIC Agreements have specific and detailed compliance, servicing, notification, and reporting requirements. Non-compliance with the terms of the FDIC Agreements could result in the loss of reimbursement on individual loans, large pools of loans, or OREO and could result in material losses that adversely affect the Company’s business or financial condition. The valuations of loans and OREO acquired in FDIC-assisted transactions and the related FDIC indemnification asset rely on estimates that may be inaccurate. The Company performs a valuation of loans and OREO acquired in FDIC-assisted transactions. Although management makes various assumptions and judgments about the collectability of the acquired loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans associated with these transactions, its estimates of the fair value of assets acquired could be inaccurate. Valuing these assets using inaccurate assumptions could materially and adversely affect the Company’s business, financial condition, results of operations, and future prospects. In FDIC-assisted transactions that include FDIC Agreements, the Company records an FDIC indemnification asset that reflects its estimate of the timing and amount of reimbursements for future losses that are anticipated to occur. In determining the size of the FDIC indemnification asset, the Company analyzes the loan portfolio based on historical loss experience, volume and classification of loans, volume and trends in delinquencies and non-accruals, local economic conditions, and other pertinent information. Changes in the Company’s estimate of the timing of those losses, specifically if those losses are to occur beyond the applicable loss-share periods, may result in impairments of the FDIC indemnification asset, which would have a material adverse effect on the Company’s financial condition and results of operations. If the assumptions related to the timing or amount of expected losses are incorrect, there could be a negative impact on the Company’s operating results. Increases in the amount of future losses in response to different economic conditions or adverse developments in the acquired loan portfolio may result in increased charge-offs, which would also negatively impact the Company’s financial condition and results of operations. Risks Associated with the Company’s Common Stock An investment in the Company’s Common Stock is not an insured deposit. The Company’s Common Stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund, or by any other public or private entity. Investment in the Company’s Common Stock is inherently risky for the reasons described in this ‘‘Risk Factors’’ section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any public company. As a result, if you acquire the Company’s Common Stock, you could lose some or all of your investment. The Company’s stock price can be volatile. Stock price volatility may make it more difficult for you to resell your Common Stock when you want and at prices you find attractive. The Company’s Common Stock price can fluctuate significantly in response to a variety of factors including: (cid:127) Actual or anticipated variations in quarterly results of operations. (cid:127) Recommendations by securities analysts. (cid:127) Operating and stock price performance of other companies that investors deem comparable to the Company. (cid:127) News reports relating to trends, concerns, and other issues in the financial services industry. 30 Perceptions in the marketplace regarding the Company and/or its competitors. (cid:127) (cid:127) New technology used or services offered by competitors. (cid:127) Significant acquisitions or business combinations, strategic partnerships, joint venture, or capital commitments by or involving the Company or its competitors. Failure to integrate acquisitions or realize anticipated benefits from acquisitions. (cid:127) (cid:127) Changes in government regulations. (cid:127) Geopolitical conditions, such as acts or threats of terrorism or military conflicts. General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could also cause the Company’s Common Stock price to decrease regardless of operating results. The trading volume in the Company’s Common Stock is less than that of other larger financial services institutions. Although the Company’s Common Stock is listed for trading on the NASDAQ Stock Market, the trading volume in its Common Stock may be less than that of other, larger financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Company’s Common Stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control. During any period of lower trading volume of the Company’s Common Stock, significant sales of shares of the Company’s Common Stock, or the expectation of these sales could cause the Company’s Common Stock price to fall. The Company’s Restated Certificate of Incorporation, Amended and Restated By-laws, and Amended and Restated Rights Agreement, as well as certain banking laws, may have an anti-takeover effect. Provisions of the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws, federal banking laws, including regulatory approval requirements, and the Company’s Amended and Restated Rights Plan could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial by the Company’s stockholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Company’s Common Stock. The Company may issue additional securities, which could dilute the ownership percentage of holders of the Company’s Common Stock. The Company may issue additional securities to raise additional capital or finance acquisitions or upon the exercise or conversion of outstanding options, and, if it does, the ownership percentage of holders of the Company’s Common Stock could be diluted potentially materially. The Company has not established a minimum dividend payment level, and it cannot ensure its ability to pay dividends in the future. The Company’s current quarterly cash dividend is $0.07 per share. The Company has not established a minimum dividend payment level, and the amount of its dividend may fluctuate. All dividends will be made at the discretion of the Board and will depend on the Company’s earnings, financial condition, and such other factors as the Board may deem relevant from time to time. The Board may, at its discretion, further reduce or eliminate dividends or change its dividend policy in the future. In addition, the Federal Reserve issued Federal Reserve Supervision and Regulation Letter SR-09-4, which requires bank holding companies to inform and consult with Federal Reserve supervisory staff prior to declaring and paying a dividend that exceeds earnings for the period for which the dividend is being paid. Under this regulation, if the Company experiences losses in a series of consecutive quarters, it may be required to inform and consult with the Federal Reserve supervisory staff prior to declaring or paying any dividends. In this event, there can be no assurance that the Company’s regulators will approve the payment of such dividends. 31 Offerings of debt, which would be senior to the Company’s Common Stock upon liquidation, and/or preferred equity securities, which may be senior to the Company’s Common Stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of the Company’s Common Stock. The Company may attempt to increase capital or raise additional capital by making additional offerings of debt or preferred equity securities, including trust-preferred securities, senior or subordinated notes, and preferred stock. In the event of liquidation, holders of the Company’s debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of the Company’s available assets prior to the holders of the Company’s Common Stock. Additional equity offerings may dilute the holdings of the Company’s existing stockholders or reduce the market price of the Company’s Common Stock, or both. Holders of the Company’s Common Stock are not entitled to preemptive rights or other protections against dilution. The Board is authorized to issue one or more series of preferred stock from time to time without any action on the part of the Company’s stockholders. The Board also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over the Company’s Common Stock with respect to dividends or upon the Company’s dissolution, winding-up, liquidation, and other terms. If the Company issues preferred stock in the future that has a preference over the Company’s Common Stock with respect to the payment of dividends or upon liquidation, or if the Company issues preferred stock with voting rights that dilute the voting power of the Company’s Common Stock, the rights of holders of the Company’s Common Stock or the market price of the Company’s Common Stock could be adversely affected. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES The executive offices of the Company are located at One Pierce Place, Itasca, Illinois, and are leased from an unaffiliated third party. The Company conducts business through 91 banking offices largely located in various communities throughout the suburban metropolitan Chicago market, as well as central and western Illinois. The Company also has banking offices in northwestern Indiana and eastern Iowa. The majority of the Company’s banking offices are owned, and excess space is leased. The Company owns 124 automated teller machines (‘‘ATMs’’), most of which are housed at banking locations. Some ATMs are independently located. In addition, the Company owns other real property that, when considered individually or in the aggregate, is not material to the Company’s financial position. The Company believes its facilities in the aggregate are suitable and adequate to operate its banking business. Additional information with respect to premises and equipment is presented in Note 7 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. ITEM 3. LEGAL PROCEEDINGS The Company and its subsidiaries are parties to pending or threatened legal proceedings or actions arising in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management believes that none of the pending legal proceedings are expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In 2011, the Bank was named in a purported class action lawsuit filed in the Circuit Court of Cook County, Illinois on behalf of certain of the Bank’s customers who incurred overdraft fees. The lawsuit was based on the Bank’s practices relating to debit card transactions, and alleged that these practices resulted in customers being assessed excessive overdraft fees. The plaintiffs sought an unspecified amount of damages and other relief, including restitution. No class was ever certified. The Bank filed a motion to dismiss the plaintiffs’ complaint and, on January 23, 2013, the Circuit Court entered an order granting the Bank’s motion and dismissed the complaint with 32 prejudice. The plaintiffs appealed the Circuit Court’s ruling. The plaintiffs subsequently filed a motion to dismiss their appeal, and the Appellate Court of Illinois entered an order dismissing the appeal on January 21, 2014. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is traded under the symbol ‘‘FMBI’’ in the NASDAQ Global Select Market tier of the NASDAQ Stock Market. As of December 31, 2013, there were 1,989 stockholders of record, a number that does not include beneficial owners who hold shares in ‘‘street name’’ (or shareholders from previously acquired companies that did not exchange their stock). Fourth Third Second First Fourth Third Second First 2013 2012 Market price of Common Stock High ........................ Low ......................... Cash dividends declared $ 18.49 14.90 $ 16.20 13.81 $ 13.87 11.57 $ 13.60 12.11 $ 13.57 11.62 $ 13.40 10.43 $ 12.25 9.42 $ 12.87 10.25 per common share....... 0.07 0.04 0.04 0.01 0.01 0.01 0.01 0.01 Payment of future dividends is within the discretion of the Board and will depend on earnings, capital requirements, the operating and financial condition of the Company, and other factors the Board deems relevant from time to time. The Board makes the dividend determination on a quarterly basis. Further discussion of the Company’s philosophy regarding the payment of dividends is included in the ‘‘Management of Capital’’ section of ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Item 7 of this Form 10-K. A discussion regarding the regulatory restrictions applicable to the Bank’s ability to pay dividends to the Company is included in the ‘‘Supervision and Regulation – Dividends’’ and ‘‘Risk Factors – Risks Associated with the Company’s Common Stock’’ sections under Items 1 and 1A of this Form 10-K. For a description of the securities authorized for issuance under equity compensation plans, please refer to Item 12, ‘‘Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,’’ of this Form 10-K. 33 Stock Performance Graph The graph below illustrates the cumulative total return (defined as stock price appreciation or depreciation and dividends, including dividend reinvestment) to stockholders of the Company’s Common Stock compared against two broad-market total return equity indices, the S&P 500 and the NASDAQ Composite, and two published industry total return equity indices, the S&P SmallCap 600 Banks and the NASDAQ Bank, over a five-year period. The stock performance graph for the year ended December 31, 2012 included the S&P 500 and the S&P SmallCap 600 Banks indices. The Company believes that the NASDAQ Composite and the NASDAQ Bank indices provide a more meaningful comparison since the Company’s stock trades on the NASDAQ Stock Market Exchange and is included in both indices. Therefore, the S&P 500 and the S&P SmallCap 600 Banks indices will be removed from this graph in future Form 10-K filings. Comparison of Five-Year Cumulative Total Return Among First Midwest Bancorp, Inc., the S&P 500, the NASDAQ Composite, the NASDAQ Banks, and the S&P SmallCap 600 Banks (1) e u l a V x e d n I $325 $275 $225 $175 $125 $75 $25 2008 2009 2010 2011 2012 2013 First Midwest Bancorp. Inc. S&P 500 NASDAQ Composite NASDAQ Bank S&P SmallCap 600 Banks First Midwest Bancorp, Inc. S&P 500 ............................ NASDAQ Composite............ NASDAQ Bank ................... S&P SmallCap 600 Banks .... 2008 $ 100.00 100.00 100.00 100.00 100.00 $ 2009 54.79 126.46 144.88 84.86 69.96 $ 2010 58.15 145.51 170.58 97.62 81.60 $ 2011 51.35 148.59 171.30 87.11 80.53 (1) Assumes $100 invested on December 31, 2008 with the reinvestment of all related dividends. 27FEB201408455984 2012 $ 63.67 172.37 199.99 102.06 95.08 $ 2013 90.08 228.19 283.39 144.32 143.55 To the extent this Form 10-K is incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the foregoing ‘‘Stock Performance Graph’’ will not be deemed incorporated, unless specifically provided otherwise in such filing and shall not otherwise be deemed filed under such Acts. 34 Issuer Purchases of Equity Securities The following table summarizes the Company’s monthly Common Stock purchases during the fourth quarter of 2013. The Board approved a stock repurchase program on November 27, 2007. Up to 2.5 million shares of the Company’s Common Stock may be repurchased, and the total remaining authorization under the program was 2,494,747 shares as of December 31, 2013. The repurchase program has no set expiration or termination date. Issuer Purchases of Equity Securities Total Number of Shares Purchased (1) Average Price Paid per Share October 1 – October 31, 2013 ..................................... November 1 – November 30, 2013............................... December 1 – December 31, 2013 ............................... Total .................................................................... 1,281 - - 1,281 $ 15.17 - - $ 15.17 Total Number of Shares Maximum Number of Purchased as Shares that Part of a May Yet Be Purchased Publicly Announced Under the Plan or Program Plan or Program 2,494,747 2,494,747 2,494,747 - - - - (1) Consists of shares acquired pursuant to the Company’s share-based compensation plans and not the Company’s repurchase program approved by its Board on November 27, 2007. Under the terms of these plans, the Company accepts shares of Common Stock from option holders if they elect to surrender previously owned shares upon exercise to cover the exercise price of the stock options or, in the case of restricted shares of Common Stock, the withholding of shares to satisfy tax withholding obligations associated with the vesting of restricted shares. Unregistered Sales of Equity Securities None. 35 ITEM 6. SELECTED FINANCIAL DATA Consolidated financial information reflecting a summary of the operating results and financial condition of the Company for each of the five years in the period ended December 31, 2013 is presented in the following table. This summary should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8, ‘‘Financial Statements and Supplementary Data,’’ of this Form 10-K. A more detailed discussion and analysis of the factors affecting the Company’s financial condition and operating results is presented in Item 7, ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ of this Form 10-K. As of or for the years ended December 31, 2013 2012 2011 2010 2009 Operating Results (Amounts in thousands, except per share data) Net income (loss)................................... Net income (loss) applicable to common 79,306 $ $ (21,054) $ 36,563 $ (9,684) $ (25,750) shares ............................................... 78,199 (20,748) 25,437 (19,717) (35,551) Per Common Share Data Basic earnings (loss) per common share ..... Diluted earnings (loss) per common share ... Common dividends declared..................... Book value at year end ........................... Market price at year end.......................... $ Performance Ratios Return on average common equity............. Return on average assets ......................... Net interest margin – tax-equivalent ........... Non-performing loans to total loans (1) ....... Non-performing assets to total loans plus OREO (1)........................................... 1.06 1.06 0.16 13.34 17.53 8.04% 0.96% 3.68% 1.14% 2.13% $ $ (0.28) (0.28) 0.04 12.57 12.52 (2.14)% (0.26)% 3.86% 1.80% 2.68% 0.35 0.35 0.04 12.93 10.13 2.69% 0.45% 4.04% 3.86% 4.85% $ $ (0.27) (0.27) 0.04 12.40 11.52 (2.06)% (0.12)% 4.13% 4.24% (0.71) (0.71) 0.04 13.66 10.89 (4.84)% (0.32)% 3.72% 4.77% 5.25% 6.39% As of or for the years ended December 31, 2013 2012 2011 2010 2009 Balance Sheet Highlights (Amounts in thousands) Total assets ........................................... Total loans............................................ Deposits ............................................... Senior and subordinated debt.................... Long-term portion of FHLB advances ........ Stockholders’ equity ............................... $ 8,253,407 5,714,360 6,766,101 190,932 114,550 1,001,442 $ $ 8,099,839 5,387,570 6,672,255 214,779 114,581 940,893 $ 7,973,594 5,348,615 6,479,175 252,153 75,000 962,587 8,138,302 5,472,289 6,511,476 137,744 112,500 1,112,045 $ 7,710,672 5,349,565 5,885,279 137,735 147,418 941,521 Financial Ratios Allowance for credit losses as a percent of loans ................................................ Net loan charge-offs to average loans, annualized (1) ..................................... Total capital to risk-weighted assets ........... Tier 1 capital to risk-weighted assets.......... Tier 1 leverage to average assets ............... Tangible common equity to tangible assets .. Dividend payout ratio.............................. Average equity to average assets ratio ........ (1) Excludes covered loans and covered OREO. 1.52% 0.48% 12.39% 10.91% 9.18% 9.09% 15.09% 11.74% 1.91% 3.32% 11.90% 10.28% 8.40% 8.44% (14.29)% 11.93% 2.28% 1.84% 13.68% 11.61% 9.28% 8.83% 11.43% 13.72% 2.65% 2.71% 2.80% 16.27% 14.20% 11.21% 8.06% (14.81)% 14.31% 3.08% 13.94% 11.88% 10.18% 6.29% (5.63)% 11.50% 36 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois with operations throughout the greater Chicago metropolitan area as well as northwest Indiana, central and western Illinois, and eastern Iowa. Our principal subsidiary is First Midwest Bank (the ‘‘Bank’’), which provides a broad range of commercial and retail banking and wealth management services to consumer, commercial and industrial, commercial real estate, and municipal customers through approximately 90 banking offices. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that fulfill those financial needs. The following discussion and analysis is intended to address the significant factors affecting our Consolidated Statements of Income for the years 2011 through 2013 and Consolidated Statements of Financial Condition as of December 31, 2012 and 2013. When we use the terms ‘‘First Midwest,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ we mean First Midwest Bancorp, Inc., a Delaware Corporation, and its consolidated subsidiaries. When we use the term ‘‘Bank,’’ we are referring to our wholly owned banking subsidiary, First Midwest Bank. Management’s discussion and analysis should be read in conjunction with the consolidated financial statements, accompanying notes thereto, and other financial information presented in this Form 10-K. Our results of operations are affected by various factors, many of which are beyond our control, including interest rates, local and national economic conditions, business spending, consumer confidence, legislative and regulatory changes, and changes in real estate and securities markets. Our management evaluates performance using a variety of qualitative and quantitative metrics. The primary quantitative metrics used by management include: (cid:127) Pre-Tax, Pre-Provision Operating Earnings – Pre-tax, pre-provision operating earnings, a non-GAAP financial measure, reflects our operating performance before the effects of credit-related charges, securities gains, losses, and impairments, and certain unusual, infrequent, or non-recurring revenues and expenses. We believe this metric is useful because it helps investors to assess the Company’s operating performance. A reconciliation of pre-tax, pre-provision operating earnings to GAAP can be found in Table 1. (cid:127) Net Interest Income – Net interest income, our primary source of revenue, equals the difference between interest income and fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. (cid:127) Net Interest Margin – Net interest margin equals net interest income divided by total average interest- earning assets. (cid:127) Noninterest Income – Noninterest income is the income we earn from fee-based revenues, investment in bank-owned life insurance (‘‘BOLI’’) and other income, and non-operating revenues. (cid:127) Asset Quality – Asset quality represents an estimation of the quality of our loan portfolio, including an assessment of the credit risk related to existing and potential loss exposure, and can be evaluated using a number of quantitative measures, such as non-performing loans to total loans. (cid:127) Regulatory Capital – Our regulatory capital is currently classified in one of the following two tiers: (i) Tier 1 capital consists of common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, and qualifying trust-preferred securities, less goodwill and most intangible assets, and (ii) Tier 2 capital includes qualifying subordinated debt and the allowance for credit losses, subject to limitations. A condensed review of operations for the fourth quarter of 2013 is included in the section titled ‘‘Fourth Quarter 2013 vs. Fourth Quarter 2012’’ of this Item 7. The summary provides an analysis of the quarterly earnings performance for the fourth quarter of 2013 compared to the same period in 2012. Unless otherwise stated, all earnings per common share data included in this section and throughout the remainder of this discussion are presented on a fully diluted basis. 37 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report, as well as our other filings with the SEC or our communications with stockholders, may contain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (‘‘PSLRA’’). These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any results, levels of activity, performance, or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below. In some cases, we identified forward-looking statements by such words or phrases as ‘‘will likely result,’’ ‘‘is confident that,’’ ‘‘remains optimistic about,’’ ‘‘expects,’’ ‘‘should,’’ ‘‘could,’’ ‘‘seeks,’’ ‘‘may,’’ ‘‘will continue to,’’ ‘‘believes,’’ ‘‘anticipates,’’ ‘‘predicts,’’ ‘‘forecasts,’’ ‘‘estimates,’’ ‘‘projects,’’ ‘‘potential,’’ ‘‘intends,’’ or similar expressions identifying forward-looking statements within the meaning of the PSLRA, including the negative of those words and phrases. These forward-looking statements are not historical facts, but instead are based on management’s current views and assumptions regarding future events, future business conditions, outcomes, and our outlook for the Company based on currently available information. We wish to caution readers not to place undue reliance on any such forward-looking statements as we do not undertake any obligation to update them to reflect circumstances or events that occur after the date on which the forward-looking statement is made. In connection with the safe harbor provisions of the PSLRA, we are hereby identifying important factors that could affect our financial performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any forward-looking statements. Among the factors that could have an impact on our ability to achieve operating results, growth plan goals, and the beliefs expressed or implied in forward-looking statements are: (cid:127) Management’s ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income. (cid:127) Asset and liability matching risks and liquidity risks. (cid:127) Fluctuations in the value of our investment securities. (cid:127) The ability to attract and retain senior management experienced in banking and financial services. (cid:127) The sufficiency of the allowance for credit losses to absorb the amount of actual losses inherent in the existing loan portfolio. (cid:127) The models and assumptions underlying the establishment of the allowance for credit losses and estimation of values of collateral and various financial assets and liabilities may be inadequate. (cid:127) Credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio. (cid:127) The effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere providing similar services. (cid:127) Changes in the economic environment, competition, or other factors that may influence the anticipated growth rate of loans and deposits, the quality of the loan portfolio, and loan and deposit pricing. (cid:127) Changes in general economic or industry conditions, nationally or in the communities in which we conduct business. (cid:127) Volatility of rate sensitive deposits. (cid:127) Our ability to adapt successfully to technological changes to compete effectively in the marketplace. (cid:127) Operational risks, including data processing system failures, fraud, or breaches. (cid:127) Our ability to successfully pursue acquisition and expansion strategies and integrate any acquired companies. (cid:127) The impact of liabilities arising from legal or administrative proceedings, enforcement of bank regulations, and enactment or application of laws or regulations. (cid:127) Governmental monetary and fiscal policies and legislative and regulatory changes (including those implementing provisions of the Dodd Frank Act) that may result in the imposition of costs and constraints through higher FDIC insurance premiums, significant fluctuations in market interest rates, increases in capital or liquidity requirements, operational limitations, or compliance costs. (cid:127) Changes in federal and state tax laws or interpretations, including changes affecting tax rates, income not subject to tax under existing law and interpretations, income sourcing, or consolidation/combination rules. 38 (cid:127) Changes in accounting principles, policies, or guidelines affecting the businesses we conduct. (cid:127) Acts of war or terrorism. (cid:127) Other economic, competitive, governmental, regulatory, and technological factors affecting our operations, products, services, and prices. The foregoing list of important factors may not be all-inclusive, and we specifically decline to undertake any obligation to publicly revise any forward-looking statements that were made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. With respect to forward-looking statements set forth in the notes to the consolidated financial statements, including those relating to contingent liabilities and legal proceedings, some of the factors that could affect the ultimate disposition of those contingencies are changes in applicable laws, the development of facts in individual cases, settlement opportunities, and the actions of plaintiffs, defendants, judges, and juries. 39 PERFORMANCE OVERVIEW Table 1 Selected Financial Data (Dollar amounts in thousands, except per share data) Years ended December 31, 2012 2011 2013 Operating Results Interest income .................................................................. Interest expense ................................................................. Net interest income ......................................................... Fee-based revenues ............................................................. Other noninterest income (1) ................................................. Noninterest expense (1) ........................................................ Pre-tax, pre-provision operating earnings (2) ........................ Provision for loan and covered loan losses ............................. Net securities gains (losses) ................................................. Net losses on sales and valuation adjustments of OREO, excess properties, and assets held-for-sale..................................... Severance-related costs........................................................ Adjusted amortization of FDIC indemnification asset .............. Net losses on early extinguishment of debt............................. BOLI modification loss....................................................... Gain on termination of FHLB forward commitments ............... Gains on acquisitions, net of integration costs ........................ Net gain on bulk loan sales ................................................. Income (loss) before income tax ....................................... Income tax expense (benefit) ............................................... Net income (loss)............................................................ Preferred dividends and accretion on preferred stock ............... Net (income) loss applicable to non-vested restricted shares...... Net income (loss) applicable to common shares................... Diluted earnings (loss) per common share.............................. Performance Ratios Return on average common equity ........................................ Return on average assets ..................................................... Net interest margin – tax equivalent ...................................... Efficiency ratio (3) .............................................................. $ 287,247 (27,115) $ 300,569 (34,901) $ 321,511 (39,891) 260,132 106,282 6,954 (249,122) 124,246 (16,257) 34,164 (3,908) (2,207) (1,500) (1,034) (13,312) 7,829 - - 128,021 48,715 79,306 - (1,107) 78,199 1.06 8.04% 0.96% 3.68% 64.19% $ $ 265,668 97,323 5,662 (248,349) 120,304 (158,052) (921) (7,974) (1,155) (6,705) (558) - - 2,486 2,639 (49,936) (28,882) (21,054) - 306 (20,748) (0.28) (2.14%) (0.26%) 3.86% 67.14% $ $ 281,620 94,182 4,269 (248,838) 131,233 (80,582) 2,410 (10,797) (2,269) - - - - 1,076 - 41,071 4,508 36,563 (10,776) (350) 25,437 0.35 2.69% 0.45% 4.04% 62.12% $ $ (1) Excludes certain non-operating noninterest items. (2) Our accounting and reporting policies conform to GAAP and general practices within the banking industry. As a supplement to GAAP, we provided this non-GAAP performance result, which we believe is useful because it assists investors in evaluating our operating performance. This non-GAAP financial measure should not be considered an alternative to GAAP and may not be comparable to similar non-GAAP measures used by other companies. (3) The efficiency ratio expresses noninterest expense, excluding OREO expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, net trading gains (losses), and the tax-equivalent adjustment on BOLI income. The $7.8 million gain on the termination of FHLB forward commitments and the $13.3 million BOLI modification loss are non-recurring items excluded from the efficiency ratio for the year ended December 31, 2013. 40 December 31, 2013 December 31, 2012 $ Change % Change Balance Sheet Highlights Total assets ................................ Total loans, excluding covered loans ..................................... Total loans, including covered loans ..................................... Total deposits............................. Transactional deposits ................. Loans-to-deposits ratio ................ Transactional deposits to total deposits ................................. Asset Quality Highlights Non-accrual loans (1) ................... 90 days or more past due loans (still accruing interest) (1).......... Total non-performing loans (1) ... Accruing troubled debt restructurings (‘‘TDRs’’) (1) ....... OREO (1) ................................... Total non-performing assets (1) .......................... 30-89 days past due loans (still accruing interest) (1) ................. Performing potential problem loans (1)(2) ............................... Allowance for credit losses .......... Allowance for credit losses as a percent of loans ...................... Allowance for credit losses to non-accrual loans .................... N/M – Not meaningful. $ 8,253,407 $ 8,099,839 $ 153,568 5,580,005 5,189,676 5,714,360 6,766,101 5,558,318 84.5% 5,387,570 6,672,255 5,272,307 80.7% 82.1% 79.0% 390,329 326,790 93,846 286,011 $ 59,798 $ 84,534 $ (24,736) $ $ 3,708 63,506 23,770 32,473 119,749 20,742 155,954 87,121 1.52% $ $ 8,689 93,223 6,867 39,953 140,043 22,666 218,599 102,812 1.91% $ $ 107.90% 104.15% (4,981) (29,717) 16,903 (7,480) (20,294) (1,924) (62,645) (15,691) 1.9 7.5 6.1 1.4 5.4 (29.3) (57.3) (31.9) N/M (18.7) (14.5) (8.5) (28.7) (15.3) (1) Excludes covered loans and covered OREO. For a discussion of covered loans and covered OREO, refer to Note 5 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Asset quality, including covered loans and covered OREO, is included in the section titled ‘‘Loan Portfolio and Credit Quality’’ of this Item 7. (2) Total performing potential problem loans excludes $2.8 million of accruing TDRs as of December 31, 2013 and $448,000 of accruing TDRs as of December 31, 2012. Performance Overview for 2013 Compared with 2012 Net income applicable to common shares for 2013 was $78.2 million, or $1.06 per share, compared to a net loss applicable to common shares of $20.7 million, or $0.28 per share, for 2012. Pre-tax, pre-provision operating earnings of $124.2 million for 2013 increased $3.9 million compared to 2012, resulting primarily from growth in wealth management fees, gains on mortgage loan sales, and fees from sales of capital market products to commercial clients, which more than offset a decrease in net interest income. Tax-equivalent net interest margin declined 18 basis points to 3.68% for 2013 from 3.86% for 2012. The reduction in margin reflected a 30 basis point decrease in the average yield on interest-earning assets due primarily to a lower yield earned on new and renewing loans as a result of greater customer preference for floating rate loans, as well as the reinvestment of cash flows from the investment portfolio into lower yielding securities. These lower yields were partially offset by a decline in the rates paid for interest-bearing liabilities, including a 2 basis point decline on 41 interest-bearing transactional deposits, a 28 basis point decline on time deposits, and a 3 basis point decline on senior and subordinated debt. The provision for loan and covered loan losses was $16.3 million for 2013 compared to $158.1 million for 2012. The higher provision for loan and covered loan losses for the year ended December 31, 2012 resulted from the additional provision of $62.3 million recorded as a result of moving $172.5 million of loans to held-for-sale status in anticipation of the bulk loan sales and the related charge-offs of $80.3 million. Refer to the section titled ‘‘Loan Portfolio and Credit Quality’’ of this Item 7 for additional discussion of the provision for loan and covered loan losses. Total noninterest income for 2013 rose 28.1% compared to 2012, driven primarily by certain balance sheet repositioning activities, which mainly impacted the securities and BOLI portfolios. These activities were executed to take advantage of changing market conditions, strengthen capital, and better position the Company to benefit from a rising interest rate environment. These activities included: (cid:127) The sale of our $4.2 million investment in Textura Corporation (‘‘Textura’’) for $38.2 million, resulting in a gain of $34.0 million. Textura completed an initial public offering (‘‘IPO’’) of common stock during the second quarter of 2013. At June 30, 2013, we reclassified our investment in Textura’s common stock from an equity investment to available-for-sale and valued it using the closing stock price reported by the New York Stock Exchange. Initially, we were restricted from selling any of our shares for six months following the completion of the IPO. During the third quarter of 2013, Textura completed a secondary offering and certain stockholders, including the Company, were permitted to sell their shares. Therefore, we sold all of our common shares in Textura. The Company has no other similar investments. We hold a warrant to purchase 20,000 shares of Textura common stock. (cid:127) The termination of two forward commitments with the FHLB to borrow a total of $250 million for a 5-year period beginning in 2014 at a weighted average interest rate of approximately 2.0% resulting in a gain of $7.8 million. This termination was executed to take advantage of a temporary rise in interest rates and an expectation that future liquidity needs could be better managed through maturities of securities, continued growth in our deposit base, and other similar low rate borrowings. (cid:127) The voluntary modification of crediting rate terms and the underlying cash surrender value (‘‘CSV’’) of approximately $100 million of lower yielding BOLI policies, resulting in a $13.3 million write-down. This write-down represents the difference between the book value and the fair value of the underlying investments and was previously being amortized in other noninterest income, offsetting BOLI income and any insurance proceeds received. This action gives the Company the flexibility to reinvest these assets in longer duration securities at higher yields to enhance BOLI income. A discussion of net interest income and noninterest income and expense is presented in the following section titled ‘‘Earnings Performance’’ of this Item 7. As of December 31, 2013, our securities portfolio totaled $1.2 billion, rising 3.4% from December 31, 2012. The current year growth resulted primarily from the redeployment of cash and cash equivalents into purchases of collateralized mortgage obligations (‘‘CMOs’’) and other mortgage-backed securities (‘‘MBSs’’). These increases were partially offset by maturities and calls of municipal securities. For a detailed discussion of our securities portfolio, refer to the section titled ‘‘Investment Portfolio Management’’ of this Item 7. Total loans, excluding covered loans, of $5.6 billion as of December 31, 2013 reflected growth of $390.3 million, or 7.5%, from December 31, 2012. The loan portfolio benefited from well-balanced corporate loan growth reflecting credits of varying size and diverse geographic locations within our markets. For a discussion of our loan portfolio, see the section titled ‘‘Loan Portfolio and Credit Quality’’ of this Item 7. As of December 31, 2013, non-performing assets, excluding covered loans and covered OREO, declined by 14.5% compared to December 31, 2012. Improvement in non-performing assets and related credit metrics resulted primarily from management’s continued focus on credit remediation. Refer to the section titled ‘‘Loan Portfolio and Credit Quality’’ of this Item 7 for additional discussion of non-performing assets. Average funding sources for 2013 increased $156.7 million compared to the year ended December 31, 2012, primarily from growth in transactional deposits, which more than offset a reduction in higher-costing time deposits. 42 Average senior and subordinated debt decreased $18.4 million from 2012 driven by the repurchase and retirement of $24.0 million of junior subordinated debentures during the fourth quarter of 2013. For a discussion of our funding sources, see the section titled ‘‘Funding and Liquidity Management’’ of this Item 7. Performance Overview for 2012 Compared with 2011 The net loss applicable to common shareholders for 2012 was $20.7 million, or $0.28 per share. This compared to net income applicable to common shareholders of $25.4 million, or $0.35 per share, for 2011. The net loss for 2012 was driven primarily by accelerated credit remediation actions during the third quarter of 2012. Pre-tax, pre-provision operating earnings of $120.3 million for 2012 were down $10.9 million, or 8.3%, compared to 2011, resulting primarily from a reduction in net interest income, which was partly mitigated by an increase in fee-based revenues and gains on mortgage loan sales. Tax-equivalent net interest margin declined 18 basis points to 3.86% for 2012 from 4.04% for 2011. The reduction in margin reflected a 25 basis point decrease in the average yield on interest-earning assets due primarily to a lower yield earned on new and renewing loans in the low interest rate environment as well as the reinvestment of cash flows from the investment portfolio into lower yielding securities. These lower yields were partially offset by a decline in the rates paid for interest-bearing liabilities, including a 6 basis point decline on interest-bearing transactional deposits, a 27 basis point decline on time deposits, and a 16 basis point decline on senior and subordinated debt. Total noninterest income increased from 2011 as a result of higher fee-based revenues, which were partially offset by securities losses compared to securities gains in the prior year. The gain on the bulk loan sales and a gain on an FDIC-assisted acquisition also contributed to the increase from 2011. The rise in noninterest expense resulted primarily from higher compensation expense, increased professional services, $6.7 million of adjusted amortization of the FDIC indemnification asset, and valuation adjustments of assets held-for-sale. As of December 31, 2012, our securities portfolio totaled $1.1 billion, increasing 4.1% from December 31, 2011. This growth was driven by an increase in CMOs and MBSs. In the first quarter of 2012, deposits acquired in the fourth quarter of 2011 that had previously been held in short-term investments were redeployed into these types of securities. During the third quarter of 2012, we identified certain non-performing and performing potential problem loans totaling $172.5 million in original carrying value for accelerated disposition through multiple bulk loan sales and recorded charge-offs of $80.3 million. The bulk loan sales were completed in the fourth quarter of 2012, resulting in proceeds of $94.5 million and a gain, less commissions and other selling expenses, of $2.6 million. Total loans of $5.4 billion as of December 31, 2012 grew $39.0 million from December 31, 2011. Excluding covered loans, net charge-offs, loans disposed of through bulk loan sales, and loans acquired in an FDIC-assisted transaction, our loan portfolio increased by approximately 6.5% from December 31, 2011. The loan portfolio benefitted from growth in commercial and industrial loans, agricultural loans, office and retail loans, and 1-4 family mortgages. The improvement in non-performing assets, excluding covered loans and covered OREO, from December 31, 2011 to December 31, 2012 reflected aggressive remediation actions taken by management during the year and, in particular, the bulk loan sales discussed above. For 2012, total average funding sources increased $98.8 million, or 1.4%, from 2011 driven primarily by growth of $352.9 million, or 7.4%, in average transactional deposits, partially offset by reductions in higher-costing time deposits of $263.0 million and borrowed funds of $72.1 million, resulting in a more favorable funding mix. The rise in average senior and subordinated debt reflected the issuance of $115.0 million of senior debt in the fourth quarter of 2011, less the repurchase and retirement of $37.4 million of junior subordinated debentures and subordinated notes during 2012. 43 EARNINGS PERFORMANCE Net Interest Income Net interest income is our primary source of revenue and is impacted by interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities. The accounting policies for the recognition of interest income on loans, securities, and other interest-earning assets are presented in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Our accounting and reporting policies conform to GAAP and general practice within the banking industry. For purposes of this discussion, both net interest income and net interest margin have been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on certain tax-exempt loans and securities to those on taxable interest-earning assets. Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, they should not be considered an alternative to GAAP. The effect of this adjustment is shown at the bottom of Table 2. Table 2 summarizes our average interest-earning assets and interest-bearing liabilities for the years ended December 31, 2013, 2012, and 2011, the related interest income and interest expense for each earning asset category and funding source, and the average interest rates earned and paid. Table 3 details changes in interest income and expense from prior years and analyzes the extent to which any changes are attributable to volume and rate fluctuations. 44 Table 2 Net Interest Income and Margin Analysis (Dollar amounts in thousands) 2013 2012 2011 Average Balance Interest Earned/Paid Yield/ Rate % Average Balance Interest Earned/Paid Yield/ Rate % Average Balance Interest Earned/Paid Yield/ Rate % $ 633,050 $ 1,819 Assets: Other interest-earning assets .............. Securities: Trading - taxable......................... Investment securities - taxable......... Investment securities - nontaxable (1) 15,526 713,237 510,412 Total securities ........................ 1,239,175 FHLB and Federal Reserve Bank stock Loans (1)(2)(3) .................................. 39,593 5,498,788 Total interest-earning assets (1)(2).... 7,410,606 Cash and due from banks ................. Allowance for loan and covered loan losses ...................................... Other assets .................................. 121,564 (95,698) 841,967 Total assets.......................... $ 8,278,439 Liabilities and Stockholders’ Equity: Savings deposits ............................ NOW accounts .............................. Money market deposits .................... $ 1,126,561 1,170,928 1,306,625 Total interest-bearing transactional deposits .............................. Time deposits................................ Total interest-bearing deposits ...... Borrowed funds ............................. Senior and subordinated debt ............. 3,604,114 1,306,888 4,911,002 205,461 212,896 Total interest-bearing liabilities ..... 5,329,359 Demand deposits............................ Other liabilities.............................. Stockholders’ equity - common .......... Stockholders’ equity - preferred ......... 1,889,247 87,550 972,283 — Total liabilities and 161 12,249 28,636 41,046 1,346 255,333 299,544 844 676 1,735 3,255 8,646 11,901 1,607 13,607 27,115 0.29 1.04 1.72 5.61 3.31 3.40 4.64 4.04 0.07 0.06 0.13 0.09 0.66 0.24 0.78 6.39 0.51 $ 470,069 $ 1,143 181 12,670 31,231 44,082 1,374 267,219 313,818 1,055 747 1,934 3,736 14,316 18,052 2,009 14,840 34,901 15,415 679,753 512,136 1,207,304 48,400 5,506,394 7,232,167 120,757 (117,121) 873,923 $ 8,109,726 $ 1,038,379 1,090,446 1,216,173 3,344,998 1,529,006 4,874,004 193,643 231,273 5,298,920 1,762,968 80,075 967,763 — 0.24 1.17 1.86 6.10 3.65 2.84 4.85 4.34 0.10 0.07 0.16 0.11 0.94 0.37 1.04 6.42 0.66 $ 624,663 $ 1,546 168 14,115 34,694 48,977 1,369 283,437 335,329 1,615 1,130 2,891 5,636 21,620 27,256 2,743 9,892 39,891 15,321 561,799 548,820 1,125,940 59,352 5,500,180 7,310,135 119,709 (143,314) 873,376 $ 8,159,906 $ 934,937 1,091,184 1,230,090 3,256,211 1,792,009 5,048,220 265,702 150,285 5,464,207 1,498,900 77,276 947,145 172,378 0.25 1.10 2.51 6.32 4.35 2.31 5.15 4.59 0.17 0.10 0.24 0.17 1.21 0.54 1.03 6.58 0.73 stockholders’ equity ............ $ 8,278,439 $ 8,109,726 $ 8,159,906 Net interest income/margin (1) ............ $ 272,429 3.68 $ 278,917 3.86 $ 295,438 4.04 Net interest income (GAAP).............. Tax-equivalent adjustment ................. Tax equivalent net interest income....... $ 260,132 12,297 $ 272,429 $ 265,668 13,249 $ 278,917 $ 281,620 13,818 $ 295,438 (1) Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. (2) Non-accrual loans, which totaled $59.8 million as of December 31, 2013, $84.5 million as of December 31, 2012, and $187.3 million as of December 31, 2011, are included in loans for purposes of this analysis. (3) This item includes covered interest-earning assets consisting of loans acquired through the Company’s FDIC-assisted transactions with loss share agreements and the related FDIC indemnification asset. For additional discussion, please refer to Note 5 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Covered non-accrual loans, which totaled $20.9 million as of December 31, 2013, $14.2 million as of December 31, 2012, and $19.9 million as of December 31, 2011 are included in covered interest-earning assets for purposes of this analysis. 2013 Compared to 2012 Average interest-earning assets were $7.4 billion for 2013, an increase of $178.4 million, or 2.5%, from 2012, driven primarily by a rise in other interest-earning assets. The completion of the bulk loan sales in the fourth quarter of 2012 drove a significant portion of the increase in average other interest earning assets. Growth in average loans, excluding covered loans, of $102.8 million was offset by decreases of $93.8 million in average covered interest earning assets. Average interest-bearing liabilities of $5.3 billion for 2013 were comparable to 2012. Higher levels of interest- bearing transaction deposits more than offset the decline in time deposits. Overall, growth of $126.3 million in demand deposits funded the increase in average interest-earning assets from 2012. 45 Tax-equivalent net interest income was $272.4 million for 2013 compared to $278.9 million for 2012. The 2.3% decline from 2012 resulted from lower interest income, partially mitigated by a decrease in interest expense. The $14.3 million reduction in interest income was driven by a decrease in the yield on loans and investment securities. Interest expense declined $7.8 million due to our continued reduction of higher-costing time deposits and senior and subordinated debt. Tax-equivalent net interest margin declined 18 basis points to 3.68% for 2013 from 3.86% for 2012. The reduction in margin reflected a 30 basis point decrease in the average yield on interest-earning assets driven by a lower yield earned on new and renewing loans as well as the reinvestment of cash flows from the investment portfolio into lower yielding securities due to the low interest rate environment. In addition, a greater customer preference for floating rate loans during the third and fourth quarters of 2013 contributed to the decrease. The lower yields on interest-earning assets were partially offset by a decline in the rates paid for interest-bearing liabilities, including a 2 basis point decline on interest-bearing transactional deposits, a 28 basis point decline on time deposits, and a 3 basis point decline on senior and subordinated debt. 2012 Compared to 2011 Average interest-earning assets were $7.2 billion for 2012, a decrease of $78.0 million from 2011, driven substantially by a decline in other interest-earning assets, which was partially offset by an increase in securities. Average interest-earning liabilities were $5.3 billion for 2012, a decrease of $165.3 million from 2011 due primarily to a decline in time deposits. The growth in senior and subordinated debt for 2012 compared to 2011 is attributed to the issuance of $115.0 million of senior debt during the fourth quarter of 2011, which was used to redeem the preferred stock issued to the Treasury in combination with excess cash. Interest paid on the senior debt reduced our net interest margin by 10 basis points. This increase was offset, in part, by the repurchase and retirement of $25.4 million of junior subordinated debentures and $12.0 million of subordinated notes during 2012. Tax-equivalent net interest income was $278.9 million for 2012 compared to $295.4 million for 2011. The $21.5 million reduction in interest income was due primarily to a decrease in the yield on investment securities and loans. Interest expense declined $5.0 million due to the continued reduction of higher-costing time deposits and borrowed funds. Tax-equivalent net interest margin declined 18 basis points to 3.86% for 2012 from 4.04% for 2011. The reduction in margin reflected a 25 basis point decrease in the average yield on interest-earning assets driven primarily by a lower yield earned on new and renewing loans and the reinvestment of cash flows from the investment portfolio into lower yielding securities due to the low interest rate environment. These lower yields were partially offset by a decline in the rates paid for interest-bearing liabilities, including a 6 basis point decline on interest-bearing transactional deposits, a 27 basis point decline on time deposits, and a 16 basis point decline on senior and subordinated debt. 46 Table 3 Changes in Net Interest Income Applicable to Volumes and Interest Rates (1) (Dollar amounts in thousands) 2013 compared to 2012 2012 compared to 2011 Volume Rate Total Volume Rate Total $ 443 $ 233 $ 676 $ (376) $ (27) $ (403) 1 706 (105) 602 (250) (3,829) (3,034) 102 64 164 330 (1,877) (1,547) 132 (1,175) (2,590) (21) (1,127) (20) (421) 1 12 13 6,299 (7,744) (1,445) (2,490) (2,595) (2,265) (1,198) (3,463) (3,638) (3,036) 4,035 (8,930) (4,895) 222 (8,057) (11,240) (313) (135) (363) (811) (3,793) (4,604) (534) (58) (5,196) (28) (11,886) (14,274) (211) (71) (199) (481) (5,670) (6,151) (402) (1,233) (7,786) (20) (1,641) 1,998 206 (1) (33) 172 (2,892) (2,720) (748) 5,190 1,722 25 (14,577) (23,509) (766) (382) (924) (2,072) (4,412) (6,484) 14 (242) (6,712) 5 (16,218) (21,511) (560) (383) (957) (1,900) (7,304) (9,204) (734) 4,948 (4,990) Other interest-earning assets Securities: Trading – taxable ............ Investment securities – taxable ...................... Investment securities – nontaxable (2) .............. Total securities ............ FHLB and Federal Reserve Bank stock .................... Loans (2)(3) ........................ Total interest income (2) Savings deposits ................ NOW accounts .................. Money market deposits ....... Total interest-bearing transactional deposits Time deposits .................... Total interest-bearing transactional deposits Borrowed funds ................. Senior and subordinated debt Total interest expense ... Net interest income (2) ............ $ (444) $ (6,044) $ (6,488) $ 276 $ (16,797) $ (16,521) (1) For purposes of this table, changes which are not due solely to volume changes or rate changes are allocated to each category on the basis of the percentage relationship of each to the sum of the two. (2) Interest income is presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. (3) This item includes covered interest-earning assets consisting of loans acquired through the Company’s FDIC-assisted transactions with loss share agreements and the related FDIC indemnification asset. For additional discussion, please refer to Note 5 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. 47 Noninterest Income A summary of noninterest income for the three years ended December 31, 2013 is presented in the following table. Table 4 Noninterest Income Analysis (Dollar amounts in thousands) Years ended December 31, 2012 2011 2013 Service charges on deposit accounts ................................ Wealth management fees ............. Card-based fees (1) ..................... Merchant servicing fees .............. Mortgage banking income ........... Other service charges, $ $ 36,526 24,185 21,649 10,953 5,306 commissions, and fees ............. 7,663 Total fee-based revenues .......... Net securities gains (losses) (2) ..... BOLI (loss) income.................... Gain on termination of FHLB forward commitments .............. Net trading gains (losses) (3)(6)...... Net losses on early extinguishment of debt (6)......... Other income (4)(6) ...................... Gain on bulk loan sales .............. Gains on FDIC-assisted transactions (5)(6) ..................... Gain on acquisition of deposits (6) 106,282 34,164 (11,844) 7,829 3,189 (1,034) 2,297 - - - 36,699 21,791 20,852 10,806 2,689 4,486 97,323 (921) 1,307 - 1,627 (558) 2,728 5,153 3,289 - $ 37,879 20,324 19,593 10,911 454 5,021 94,182 2,410 2,231 - (691) - 2,729 - - 1,076 Total noninterest income ...... $ 140,883 $ 109,948 $ 101,937 N/M – Not meaningful. % Change 2013-2012 2012-2011 (0.5) 11.0 3.8 1.4 97.3 70.8 9.2 N/M N/M N/M 96.0 85.3 (15.8) N/M N/M N/M 28.1 (3.1) 7.2 6.4 (1.0) N/M (10.7) 3.3 N/M (41.4) N/M N/M N/M - N/M N/M N/M 7.9 (1) Card-based fees consist of debit and credit card interchange fees for pro cessing transactions, as well as various fees on both customer and non-customer automated teller machine (‘‘ATM’’) and point-of-sale transactions processed through the ATM and point-of-sale networks. (2) For a discussion of these items, see the section titled ‘‘Investment Portfolio Management’’ of this Item 7. (3) Net trading gains (losses) result from changes in the fair value of diversified investment securities held in a grantor trust under deferred compensation arrangements and are substantially offset by nonqualified plan expense for each period presented. (4) Other income consists of various items, including safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets. (5) For a discussion of the 2012 gain on an FDIC-assisted transaction, refer to Note 2 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. (6) These items are included in other income in the Consolidated Statements of Income. 2013 Compared to 2012 Total noninterest income of $140.9 million for 2013 rose 28.1% compared to 2012 driven primarily by the $34.0 million gain on the sale of our investment in Textura. In addition, the $7.8 million gain on the termination of two FHLB forward commitments contributed to the positive variance. These gains were partially offset by the 48 modification of approximately $100 million of certain lower-yielding BOLI policies, which resulted in a $13.3 million write-down of the CSV. Fee-based revenues increased 9.2% from 2012, resulting from growth in core business activities, specifically wealth management fees, mortgage banking income, and sales of capital market products to commercial clients. The 11.0% increase in wealth management fees compared to 2012 was driven by new customer relationships and improved market performance. Average trust assets under management increased 17.0% during 2013. The significant rise in mortgage banking income compared to 2012 resulted from recognizing a full year of mortgage sales activity. During 2013, $147.4 million of mortgage loans were sold compared to $50.3 million in 2012. Compared to 2012, sales of capital market products to commercial clients drove the rise in other service charges, commissions, and fees. During the fourth quarter of 2013, we repurchased and retired $24.0 million of 6.95% junior subordinated debentures, which resulted in a pre-tax loss of $1.0 million. 2012 Compared to 2011 Total noninterest income increased 7.9% for 2012 compared to 2011 driven by higher fee-based revenues, slightly offset by securities losses compared to securities gains in the prior year. Gains on the bulk loan sales and an FDIC-assisted acquisition also contributed to the increase. Fee-based revenues of $97.3 million for 2012 rose 3.3% compared to 2011, resulting from increases in wealth management fees and mortgage banking income. These increases were partially offset by lower non-sufficient fund fees, which drove the decline in service charges on deposit accounts. The growth in wealth management fees compared to 2011 was due primarily to higher account and sales activity, a 6.1% increase in average trust assets under management, and a one-time, court approved estate fee. Mortgage banking income increased during 2012 from gains of $2.3 million on the mortgage loan sales during 2012. Higher processing volumes on debit cards fueled the growth in card-based fees compared to 2011. BOLI and other income was elevated in 2011 due to a $1.2 million benefit settlement received during the third quarter of 2011. We completed the bulk loan sales during the fourth quarter of 2012, which resulted in a gain, before commissions and other selling expenses, of $5.2 million. 49 Noninterest Expense The following table presents the components of noninterest expense for the three years ended December 31, 2013. Table 5 Noninterest Expense Analysis (Dollar amounts in thousands) Years ended December 31, 2012 2011 2013 % Change 2013-2012 2012-2011 $ 108,932 3,699 $ 103,245 1,986 $ 102,349 (646) 26,119 138,750 22,596 21,922 9,236 11,335 8,547 6,438 7,754 8,780 1,500 19,879 - 25,524 130,755 23,742 29,614 8,957 11,846 10,521 6,926 5,073 8,584 6,705 22,180 2,597 27,071 128,774 23,850 26,356 9,103 10,905 16,293 7,990 6,198 8,643 - 22,681 1,111 $ 256,737 $ 267,500 $ 261,904 5.5 86.3 2.3 6.1 (4.8) (26.0) 3.1 (4.3) (18.8) (7.0) 52.8 2.3 (77.6) (10.4) N/M (4.0) 0.9 N/M (5.7) 1.5 (0.5) 12.4 (1.6) 8.6 (35.4) (13.3) (18.2) (0.7) N/M (2.2) N/M 2.1 Compensation expense: Salaries and wages (1) ............ Nonqualified plan expense (1).. Retirement and other employee benefits .............. Total compensation expense Net occupancy expense (2).......... Professional services ................. Equipment expense (2) ............... Technology and related costs...... Net OREO expense .................. FDIC premiums ....................... Advertising and promotions ....... Merchant card expense.............. Adjusted amortization of FDIC indemnification asset ............. Other expenses (3) ..................... Valuation adjustments of assets held-for-sale (3) ..................... Total noninterest expense N/M – Not meaningful. (1) These expenses are included in salaries and wages in the Consolidated Statements of Income. Nonqualified plan expense results from changes in the Company’s obligation to participants under deferred compensation agreements. (2) These line items are included in net occupancy and equipment expense in the Consolidated Statements of Income. (3) These line items are included in other expenses in the Consolidated Statements of Income. 2013 Compared to 2012 Total noninterest expense for 2013 was $256.7 million, decreasing 4.0% from 2012 driven by a decline in net OREO expense, professional services expenses and lower levels of adjusted amortization of the FDIC indemnification asset, which were partially offset by an increase in total compensation expense and advertising and promotions expense. Compared to 2012, the increase in total compensation expense was due primarily to higher levels of incentive compensation accruals, a rise in commissions, and a decrease in deferred salaries related to loan originations. Professional services expense decreased 26.0% from 2012. This decline was driven primarily by a $6.4 million reduction in loan remediation costs including legal expenses, appraisal costs, and real estate taxes, due to management’s accelerated credit remediation actions that occurred in 2012, including the bulk loan sales. In addition, lower servicing costs associated with our covered loan portfolio contributed to the variance. Lower levels of personnel recruitment expenses, attorney fees related to an FDIC-assisted acquisition, and various legal proceedings in 2012 also drove the decline in professional service expense from 2012. 50 Net OREO expense for 2013 declined 18.8% from 2012 primarily from $1.8 million in lower valuation adjustments and a $1.0 million decrease in expenses, partially offset by an increase in losses on sales of OREO. FDIC premiums decreased as a result of improved asset quality resulting from the bulk loan sales completed during the fourth quarter of 2012, which lowered our assessment rate. The increase in advertising and promotions expense from 2012 was driven by the launch of our ‘‘Bank with Momentum’’ branding campaign during the second quarter of 2013, and reflects a more normalized level of expense. Adjusted amortization of the FDIC indemnification asset results from changes in the timing and amount of future cash flows expected to be received from the FDIC under the FDIC Agreements based on management’s periodic estimates of future cash flows from covered loans. The decline in other expenses from 2012 reflects a $1.8 million reduction in the reserve for unfunded commitments. In addition, other expenses were elevated in 2012 from valuation adjustments of $2.6 million on a property held-for-sale and a former banking office transferred to OREO. 2012 Compared to 2011 Total noninterest expense for 2012 was $267.5 million, increasing 2.1% from 2011 due primarily to $6.7 million of adjusted amortization of the FDIC indemnification asset and higher compensation expense, professional services, and valuation adjustments of assets held-for-sale. The increase in total compensation expense was mainly driven by a rise in nonqualified plan expense. The increase in salaries and wages for 2012 compared to 2011 was due primarily to annual merit increases, the accrual of certain severance benefits, lower levels of deferred salaries from comparatively lower loan originations, and additional retail banking staff related to an FDIC-assisted acquisition. These increases were partially offset by a decline in share-based compensation. Compared to 2011, retirement and other employee benefits declined $1.5 million primarily from lower pension and profit sharing expenses. Retirement and other employee benefits were elevated in 2011 as a result of a $1.3 million correction of the 2010 actuarial pension expense calculation related to the valuation of future early retirement benefits. Higher professional services expense in 2012 related to increased personnel recruitment expenses, the reclassification of certain director fees from salaries and wages expense, and increased attorney fees related to the FDIC-assisted acquisition, the bulk loan sales, and various legal proceedings. Conversion costs associated with the FDIC-assisted acquisition drove the increase in technology and related costs compared to 2011. OREO expense for 2012 declined 35.4% from 2011, largely driven by lower net operating expenses and a $5.3 million reduction in net losses on the sales of OREO. Income Taxes Our provision for income taxes includes both federal and state income tax expense (benefit). An analysis of the provision for income taxes for the three years ended December 31, 2013 is detailed in the following table. 51 Table 6 Income Tax Expense (Benefit) Analysis (Dollar amounts in thousands) Years ended December 31, 2012 2011 2013 Income (loss) before income tax expense (benefit).................... Income tax expense (benefit): Federal income tax expense (benefit) ................................... State income tax expense (benefit) ...................................... Total income tax expense (benefit)................................... Effective income tax rate....................................................... $ 128,021 $ (49,936) $ $ 36,316 12,399 48,715 38.1% $ (23,728) (5,154) $ (28,882) 57.8% $ $ $ 41,071 3,534 974 4,508 11.0% Federal income tax expense (benefit) and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income (loss) and state income taxes. State income tax expense (benefit) and the related effective income tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income (loss) and state tax rules related to consolidated/combined reporting and sourcing of income and expense. Income tax expense totaled $48.7 million for the year ended December 31, 2013 compared to an income tax benefit of $28.9 million for the year ended December 31, 2012 and income tax expense of $4.5 million for the year ended December 31, 2011. The increase in income tax expense in 2013 resulted from an increase in income subject to tax at statutory rates and a non-deductible BOLI modification loss recorded in the third quarter of 2013. The decrease in income tax expense from 2011 to 2012 was driven primarily by a decline in income subject to tax at statutory rates and to a $1.6 million tax benefit recorded in the first quarter of 2011 related to changes in the Illinois tax rate. Our accounting policies for the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are included in Notes 1 and 14 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. FINANCIAL CONDITION INVESTMENT PORTFOLIO MANAGEMENT Securities that we have the positive intent and ability to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premiums and accretion of discounts. Trading securities are carried at fair value with changes in fair value included in other noninterest income. Our trading securities consist of securities held in a grantor trust for our nonqualified deferred compensation plan and are not considered part of the traditional investment portfolio. All other securities are classified as securities available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders’ equity as a separate component of accumulated other comprehensive loss. We manage our investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity to mitigate the impact of changes in interest rates on net interest income. From time to time, we adjust the size and composition of our securities portfolio according to a number of factors, including expected loan growth, anticipated changes in collateralized public funds on account, the interest rate environment, and the related value of various segments of the securities markets. The following table provides a valuation summary of our investment portfolio for the three years ended December 31, 2013. 52 Table 7 Investment Portfolio Valuation Summary (Dollar amounts in thousands) As of December 31, 2013 As of December 31, 2012 As of December 31, 2011 Amortized Cost Fair Value % of Total Amortized Cost Fair Value % of Total Amortized Cost Fair Value $ 500 490,962 135,097 457,318 $ 500 475,768 136,164 461,393 46,532 12,999 3,706 18,309 14,929 5,662 - 41.2 11.8 39.9 1.6 1.3 0.5 $ 508 397,146 117,785 495,906 $ 508 400,383 122,900 520,043 46,533 13,006 9,690 12,129 15,339 11,101 - 35.8 11.0 46.5 1.1 1.4 1.0 $ 5,060 383,828 81,982 464,282 $ 5,035 384,104 87,691 490,071 48,759 27,511 2,189 13,394 30,014 2,697 % of Total 0.5 35.7 8.2 45.6 1.2 2.8 0.3 Securities Available-for-Sale U.S. agency securities....... CMOs .......................... Other MBSs .................. Municipal securities ......... Trust preferred collateralized debt obligations (‘‘CDOs’’) ... Corporate debt securities ... Equity securities ............. Total available-for-sale securities ................ 1,147,114 1,112,725 96.3 1,080,574 1,082,403 96.8 1,013,611 1,013,006 94.3 Securities Held-to-Maturity Municipal securities ......... 44,322 43,387 3.7 34,295 36,023 3.2 60,458 61,477 5.7 Total securities ............ $ 1,191,436 $ 1,156,112 100.0 $ 1,114,869 $ 1,118,426 100.0 $ 1,074,069 $ 1,074,483 100.0 Portfolio Composition As of December 31, 2013, our securities portfolio totaled $1.2 billion, rising 3.4% from December 31, 2012, following a 4.1% increase from December 31, 2011. The current year growth resulted primarily from the redeployment of cash and cash equivalents into purchases of CMOs and other MBSs, net of maturities and calls of municipal securities. As of December 31, 2013, approximately 96% of our $1.1 billion available-for-sale portfolio was comprised of U.S. agency securities, municipals, CMOs, and other MBSs. The remainder of the portfolio was comprised of six CDOs with a fair value of $18.3 million and an aggregate unrealized loss of $28.2 million, and miscellaneous other securities with a fair value of $20.6 million. Investments in municipal securities comprised 43.6%, or $504.8 million, of the total securities portfolio as of December 31, 2013. The majority consists of general obligations of local municipalities, compared to state issued debt. Our municipal securities portfolio has historically experienced very low default rates and provides a predictable cash flow. Table 8 Securities Effective Duration Analysis (Dollar amounts in thousands) As of December 31, 2013 As of December 31, 2012 Effective Duration (1) Average Life (2) Yield to Maturity (3) Effective Duration (1) Average Life (2) Yield to Maturity (3) 2.23% 4.48% 3.93% 5.11% N/M 4.86% N/M 4.68% 6.50% 4.75% 2.25 4.26 4.85 3.27 N/M 7.18 N/M 3.95 11.84 4.26 0.49% 1.86% 2.45% 5.53% N/M 6.39% N/M 3.52% 5.47% 3.60% 0.90% 2.22% 1.97% 4.49% N/M 5.51% N/M 3.33% 6.30% 3.43% 0.92 2.93 3.62 3.69 N/M 8.09 N/M 3.44 10.53 3.67 0.20% 1.19% 2.79% 5.56% N/M 6.37% N/M 3.56% 5.26% 3.61% Securities Available-for-Sale U.S. agency securities ................................ CMOs ................................................... Other MBSs ............................................ Municipal securities .................................. CDOs .................................................... Corporate debt securities ............................ Equity securities....................................... Total available-for-sale securities ............... Securities Held-to-Maturity Municipal securities .................................. Total securities ..................................... N/M – Not meaningful. (1) The effective duration represents the estimated percentage change in the fair value of the securities portfolio given a 100 basis point increase or decrease in interest rates. This measure is used to evaluate the portfolio’s price volatility at a single point in time and is not intended to be a precise predictor of future fair values since those values will be influenced by a number of factors. (2) Average life is presented in years and represents the weighted-average time to receive all future cash flows using the dollar amount of principal paydowns, including estimated principal prepayments, as the weighting factor. (3) Yields on municipal securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%. 53 Effective Duration The average life and effective duration of our available-for-sale securities portfolio was 3.95 years and 4.7%, respectively, higher than the prior year metrics. This increase was due primarily to slower prepayment speeds resulting from the current market environment in combination with purchases of CMOs and other MBSs. Realized Gains and Losses Net securities gains of $34.2 million for 2013 were driven by the sale of our investment in Textura. In addition, net securities gains for the year include OTTI charges of $408,000 on four municipal securities and two CMOs. Net securities losses were $921,000 for 2012, which included OTTI charges of $3.7 million on two CDOs and several CMOs and net gains of $2.7 million from the sale of $153.7 million in CMOs, municipal securities, and corporate bonds. Gains on sales of securities of $3.3 million for 2011 resulted from the sale of $188.6 million in CMOs, municipal securities, and corporate debt securities. We sold these shorter-term investments to take advantage of opportunities in the market. These gains were partially offset by OTTI charges of $936,000 on two CDOs. Unrealized Gains and Losses Unrealized gains and losses on securities available-for-sale represent the difference between the aggregate cost and fair value of the portfolio. These amounts are presented in the Consolidated Statements of Comprehensive Income and reported as a separate component of stockholders’ equity in accumulated other comprehensive loss on an after-tax basis. This balance sheet component will fluctuate as current market interest rates and conditions change and affect the aggregate fair value of the portfolio. Net unrealized losses at December 31, 2013 were $34.4 million compared to net unrealized gains of $1.8 million December 31, 2012. Net unrealized losses in the CMO portfolio totaled $15.2 million at December 31, 2013 compared to net unrealized gains of $3.2 million at December 31, 2012. CMOs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. We do not believe any individual unrealized loss on these securities as of December 31, 2013 represents OTTI since the unrealized losses associated with these securities are not believed to be attributed to credit quality. As of December 31, 2013, net unrealized gains in the municipal securities portfolio totaled $4.1 million compared to $24.1 million as of December 31, 2012. Net unrealized gains on municipal securities include unrealized losses of $5.6 million at December 31, 2013. Substantially all of these securities carry investment grade ratings with the majority supported by the general revenues of the issuing governmental entity and are supported by third-party bond insurance or other types of credit enhancement. We do not believe the unrealized loss on any of these securities represents an OTTI. Our investments in CDOs are supported by the credit of the underlying banks and insurance companies. The unrealized loss on these securities declined from $34.4 million at December 31, 2012 to $28.2 million at December 31, 2013. We do not believe the unrealized losses on the CDOs as of December 31, 2013 represent OTTI related to credit deterioration. In addition, we do not intend to sell the CDOs with unrealized losses within a short period of time, and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Our estimation of fair values for the CDOs was based on discounted cash flow analyses as described in Note 21 of ‘‘Notes to the Consolidated Financial Statements,’’ in Item 8 of this Form 10-K. 54 Table 9 Repricing Distribution and Portfolio Yields (Dollar amounts in thousands) As of December 31, 2013 One Year or Less One Year to Five Years Five Years to Ten Years After 10 years Amortized Cost Yield to Maturity (1) Amortized Cost Yield to Maturity (1) Amortized Cost Yield to Maturity (1) Amortized Cost Yield to Maturity (1) $ 500 151,951 34,374 12,379 - - - 0.49% 1.86% 2.43% 6.17% - - - $ - 278,813 73,940 78,087 - 8,640 - - 1.86% 2.44% 5.99% - 5.65% - $ - 54,495 20,595 232,362 - - 1,203 - 1.81% 2.47% 5.19% - - N/M $ - 5,703 6,188 134,490 46,532 4,359 2,503 - 1.90% 2.56% 5.81% N/M 7.86% N/M Securities Available-for-Sale U.S. agency securities .............. CMOs (2) .............................. Other MBSs (2) ...................... Municipal securities (3) ............. CDOs .................................. Corporate debt securities (4)....... Equity securities (4) ................. Total available-for-sale securities ........................ 199,204 2.22% 439,480 2.77% 308,655 4.39% 199,775 4.22% Held-to-Maturity Municipal securities (3) ............. 3,366 Total securities.................... $ 202,570 N/M – Not meaningful. 5.08% 2.27% 10,950 $ 450,430 4.97% 2.82% 8,041 $ 316,696 5.16% 4.41% 21,965 $ 221,740 5.89% 4.38% (1) Based on amortized cost. (2) The repricing distributions and yields to maturity of CMOs and other MBSs are based on estimated future cash flows and prepayment assumptions. Actual repricings and yields of the securities may differ from those reflected in the table depending on actual interest rates and prepayment speeds. (3) Yields on municipal securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%. The maturity date of bonds is based on contractual maturity, unless the bond, based on current market prices, is deemed to have a high probability that the call will be exercised, in which case the call date is used as the maturity date. (4) Yields on corporate debt and equity securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%. Maturity dates are based on contractual maturity or repricing characteristics. LOAN PORTFOLIO AND CREDIT QUALITY Our principal source of revenue is generated by our lending activities and is composed primarily of interest income as well as loan origination and commitment fees (net of related costs). The accounting policies for the recording of loans in the Consolidated Statements of Financial Condition and the recognition and/or deferral of interest income and fees in the Consolidated Statements of Income are included in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Portfolio Composition Our loan portfolio is comprised of both corporate and consumer loans with corporate loans representing 86.6% of total loans outstanding at December 31, 2013. The corporate loan component consists of commercial and industrial, agricultural, and commercial real estate lending categories. Consistent with our emphasis on relationship banking, the majority of our loans are made to our core, multi-relationship customers. The customers usually maintain deposit relationships and utilize our other banking services, such as cash management or wealth management services. To maximize loan income within an acceptable level of risk, we have certain lending policies and procedures that management reviews on a regular basis. In addition, management is provided with frequent reports related to loan production, loan quality, credit concentrations, loan delinquencies, and non-performing and performing potential problem loans to mitigate and monitor potential and current risks in the portfolio. We do not offer any sub-prime products, and we have policies to limit our exposure to any single borrower. Commercial, Industrial, and Agricultural Loans Our commercial and industrial loans are a diverse group of loans to middle market businesses generally located in the Chicago metropolitan area with purposes that range from supporting seasonal working capital needs to term financing of equipment. The underwriting for these loans is based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may incorporate a personal guarantee. 55 Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. As part of the underwriting process, the Company examines projected cash flows, financial statement stability, and the value of the underlying collateral. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid by the farming operation. Commercial Real Estate Loans Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans depends on the successful operation of the property securing the loan or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in the real estate market. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria. The mix of properties securing the loans in our commercial real estate portfolio are balanced between owner-occupied and investor categories and are diverse in terms of type and geographic location within the Company’s markets. Construction loans are generally based on estimates of costs and value associated with the completed projects and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Sources of repayment may be permanent loans from long-term lenders, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions. Consumer Loans Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation (‘‘FICO’’). It uses a risk-based system to determine the probability that a borrower may default on financial obligations to the lender. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. The home equity category consists mainly of revolving lines of credit secured by junior liens on owner-occupied real estate. Loan-to-value ratios on home equity loans and 1-4 family mortgages are based on the current appraised value of the collateral. 56 Table 10 Loan Portfolio (Dollar amounts in thousands) As of December 31, 2013 $ 1,830,638 321,702 459,202 392,576 501,907 332,873 186,197 807,071 2,679,826 4,832,166 427,020 275,992 44,827 747,839 % of Total 32.8 5.8 8.2 7.0 9.0 6.0 3.3 14.5 48.0 86.6 7.7 4.9 0.8 13.4 2012 $ 1,631,474 268,618 474,717 368,796 489,678 285,481 186,416 773,121 2,578,209 4,478,301 390,033 282,948 38,394 711,375 % of Total 31.5 5.2 9.1 7.1 9.4 5.5 3.6 14.9 49.6 86.3 7.5 5.5 0.7 13.7 2011 $ 1,458,446 243,776 444,368 334,034 520,680 288,336 250,745 888,146 2,726,309 4,428,531 416,194 201,099 42,289 659,582 % of Total 28.7 4.8 8.7 6.6 10.2 5.7 4.9 17.4 53.5 87.0 8.2 4.0 0.8 13.0 2010 $ 1,465,903 227,756 396,836 328,751 478,026 349,862 339,162 856,357 2,748,994 4,442,653 445,243 160,890 51,774 657,907 % of Total 28.7 4.5 7.8 6.4 9.4 6.9 6.6 16.8 53.9 87.1 8.7 3.2 1.0 12.9 2009 $ 1,438,063 209,945 394,228 331,803 486,934 333,961 545,437 798,983 2,891,346 4,539,354 470,523 139,983 53,386 663,892 % of Total 27.6 4.0 7.6 6.4 9.3 6.4 10.5 15.4 55.6 87.2 9.1 2.7 1.0 12.8 Commercial and industrial................ Agricultural................................. Commercial real estate: Office .................................... Retail ..................................... Industrial ................................. Multi-family ............................. Construction ............................. Other commercial real estate .......... Total commercial real estate ........ Total corporate loans ................ Home equity................................ 1-4 family mortgages...................... Installment .................................. Total consumer loans ................ Total loans, excluding covered loans ................................ 5,580,005 100.0 5,189,676 100.0 5,088,113 100.0 5,100,560 100.0 5,203,246 100.0 Covered loans .............................. 134,355 Total loans ......................... $ 5,714,360 197,894 $ 5,387,570 260,502 $ 5,348,615 371,729 $ 5,472,289 146,319 $ 5,349,565 2013 Compared to 2012 Total loans, excluding covered loans, of $5.6 billion as of December 31, 2013 reflected growth of $390.3 million, or 7.5%, from December 31, 2012. The loan portfolio benefited from well-balanced corporate loan growth reflecting credits of varying size and diverse geographic locations within our markets and includes an increase of 12.2% in commercial and industrial loans, 19.8% in agricultural loans, 16.6% in multi-family loans, and 6.4% in retail loans. The 13.3% increase in commercial and industrial and agricultural loan categories reflects the impact of greater resource investments and expansion into specialized lending areas, such as agri-business and asset-based lending. Consumer loans represented 13.4% of loans, excluding covered loans. In response to market conditions, we purchased $51.9 million of high-quality, shorter duration home equity loans and sold $147.4 million of 1-4 family mortgage loans during 2013. Covered loans decreased $63.5 million, or 32.1%, from December 31, 2012, reflecting the expected decline in this portfolio. 2012 Compared to 2011 Total loans of $5.4 billion as of December 31, 2012 grew $39.0 million from December 31, 2011. Excluding covered loans, net charge-offs, loans disposed through bulk loan sales, and loans acquired in an FDIC-assisted transaction, our loan portfolio increased by approximately 6.5% from December 31, 2011. The increase in commercial and industrial loans was driven by the targeted redistribution of the loan portfolio from commercial real estate into this category, significant investments in high level sales staff, and refocusing current staff away from remediation activities. Strong origination efforts primarily contributed to growth in 1-4 family mortgages, in addition to loans acquired in an FDIC-assisted transaction. A decrease in the construction portfolio was driven by efforts to reduce lending exposure to this category. The decrease in covered loans of $62.6 million, or 24.0%, from December 31, 2011 reflects the continued decline in this portfolio. 57 Comparisons of Prior Years (2011, 2010, and 2009) Total loans of $5.3 billion as of December 31, 2011 declined $123.7 million, or 2.3%, from $5.5 billion as of December 31, 2010. The continued decline in covered loan balances accounted for the majority of this reduction. Total loans, excluding covered loans, as of December 31, 2011 were stable compared to December 31, 2010. The office, retail, industrial, and other commercial real estate portfolios exhibited 6.2% growth during this period, substantially in the form of owner-occupied business relationships. Offsetting this growth, we continued to reduce our exposure to the higher risk construction category during 2011. Total loans were $5.5 billion as of December 31, 2010, an increase of $122.7 million, or 2.3%, from December 31, 2009. The increase was driven by the addition of covered loans acquired through FDIC-assisted transactions, which more than offset declines in the construction category. Total loans, excluding covered loans, of $5.1 billion as of December 31, 2010 declined $102.7 million, or 2.0%, from December 31, 2009, reflecting charge-offs of $147.1 million and the stressed economic conditions of 2010. Growth of 1.9% in commercial and industrial loans, 4.8% in multi-family loans, and 7.2% in other commercial real estate lending more than offset the 37.8% decline in the construction portfolio that resulted from our continued efforts to remediate problem credits in this category. Covered loans grew to $371.7 million at December 31, 2010 compared to $146.3 million at December 31, 2009 from the completion of two FDIC-assisted transactions. The following table provides commercial real estate loan detail for the three years ended December 31, 2013. Table 11 Commercial Real Estate Loans (Dollar amounts in thousands) 2013 % of Total 2012 % of Total 2011 % of Total As of December 31, Office, retail, and industrial: Office....................................... Retail ....................................... Industrial................................... $ 459,202 392,576 501,907 Total office, retail, and industrial 1,353,685 Multi-family.................................. Construction ................................. Other commercial real estate: Rental properties......................... Service stations and truck stops ..... Warehouses and storage................ Hotels ...................................... Restaurants ................................ Automobile dealers...................... Recreational ............................... Religious................................... Multi-use properties..................... Other........................................ 332,873 186,197 112,887 83,237 122,325 62,451 79,809 37,504 56,327 32,614 118,351 101,566 Total other commercial real estate ................................. 807,071 Total commercial real estate .... $ 2,679,826 Owner occupied commercial real estate loans, excluding multi-family and construction loans.................. Owner occupied as a percent of total.. $ 933,151 43.2% 17.1 14.7 18.7 50.5 12.4 7.0 4.2 3.1 4.6 2.3 3.0 1.4 2.1 1.2 4.4 3.8 30.1 100.0 $ 474,717 368,796 489,678 1,333,191 285,481 186,416 121,174 114,521 110,367 74,098 80,430 45,121 41,058 29,196 63,120 94,036 773,121 $ 2,578,209 $ 963,375 45.7% 18.4 14.3 19.0 51.7 11.1 7.2 4.7 4.4 4.3 2.9 3.1 1.8 1.6 1.1 2.4 3.7 30.0 100.0 $ 444,368 334,034 520,680 1,299,082 288,336 250,745 127,085 128,931 129,491 73,889 78,867 35,777 34,708 24,097 155,585 99,716 888,146 $ 2,726,309 $ 988,587 45.2% 16.3 12.3 19.1 47.7 10.5 9.2 4.7 4.7 4.7 2.7 2.9 1.3 1.3 0.9 5.7 3.7 32.6 100.0 Commercial real estate loans represent 48.0% of loans, excluding covered loans, and totaled $2.7 billion at December 31, 2013, an increase of $101.6 million, or 3.9%, from December 31, 2012, due primarily to an increase in the multi-family and multi-use properties portfolios. 58 Over half of our commercial real estate loans consist of loans for industrial buildings, office buildings, and retail shopping centers. The mix of properties securing the loans in our commercial real estate portfolio continue to be balanced between owner-occupied and investor categories as of December 31, 2013. Maturity and Interest Rate Sensitivity of Corporate Loans The following table summarizes the maturity distribution of our corporate loan portfolio as of December 31, 2013, as well as the interest rate sensitivity of the loans that have maturities in excess of one year. For additional discussion of interest rate sensitivity, refer to Item 7A, ‘‘Quantitative and Qualitative Disclosures about Market Risk,’’ of this Form 10-K. Table 12 Maturities and Sensitivities of Corporate Loans to Changes in Interest Rates (Dollar amounts in thousands) One Year or Less Commercial, industrial, and agricultural .. Commercial real estate ......................... $ 1,036,248 753,207 Total corporate loans ..................... $ 1,789,455 Loans by interest rate type: Fixed interest rates............................ Floating interest rates ........................ $ 634,426 1,155,029 Total corporate loans ..................... $ 1,789,455 Maturity Due In Greater Than One to Five Years $ $ $ $ 958,941 1,682,040 2,640,981 1,703,024 937,957 2,640,981 Greater Than Five Years $ $ $ $ 157,151 244,579 401,730 246,034 155,696 401,730 Total 2,152,340 2,679,826 4,832,166 2,583,484 2,248,682 4,832,166 $ $ $ $ As of December 31, 2013, the composition of our corporate loans between fixed and floating interest rates was 53.5% and 46.5%, respectively. 59 Non-Performing Assets and Performing Potential Problem Loans The following table presents our loan portfolio by performing and non-performing status. Table 13 Loan Portfolio by Performing/Non-Performing Status (Dollar amounts in thousands) Total Loans Current Accruing 30-89 Days Past Due 90 Days Past Due $ 1,830,638 321,702 $ 1,805,516 321,123 $ As of December 31, 2013 Commercial and industrial ................ Agricultural ................................... Commercial real estate: Office .................................... Retail ..................................... Industrial ................................ Multi-family ............................ Construction ............................ Other commercial real estate....... Total commercial real estate .... Total corporate loans .................... Home equity .................................. 1-4 family mortgages....................... Installment .................................... Total consumer loans ............. Total loans, excluding 459,202 392,576 501,907 332,873 186,197 807,071 2,679,826 4,832,166 427,020 275,992 44,827 747,839 455,547 385,234 481,766 329,669 179,877 789,517 2,621,610 4,748,249 413,912 267,497 42,329 723,738 5,471,987 93,100 6,424 60 1,200 939 337 318 23 4,817 7,634 14,118 4,355 1,939 330 6,624 20,742 2,232 $ 393 — 731 272 312 — — 258 1,573 1,966 1,102 548 92 1,742 3,708 18,081 TDRs Non-accrual $ 6,538 — $ 11,767 519 — 624 9,647 1,038 — 4,326 15,635 22,173 787 810 — 1,597 23,770 — 1,724 5,507 9,845 1,848 6,297 8,153 33,374 45,660 6,864 5,198 2,076 14,138 59,798 20,942 covered loans ................. Covered loans ................................ 5,580,005 134,355 Total loans........................ $ 5,714,360 $ 5,565,087 $ 22,974 $ 21,789 $ 23,770 $ 80,740 Total Loans Current Accruing 30-89 Days Past Due 90 Days Past Due TDRs Non-accrual As of December 31, 2012 Commercial and industrial ............. Agricultural ................................ Commercial real estate: Office ................................. Retail.................................. Industrial ............................. Multi-family ......................... Construction......................... Other commercial real estate ... Total commercial real estate Total corporate loans .......... Home equity............................... 1-4 family mortgages ................... Installment ................................. Total consumer loans .......... Total loans, excluding $ 1,631,474 268,618 $ 1,598,342 266,991 $ 474,717 368,796 489,678 285,481 186,416 773,121 2,578,209 4,478,301 390,033 282,948 38,394 711,375 471,242 358,945 475,416 283,415 180,931 749,114 2,519,063 4,384,396 375,804 270,784 35,936 682,524 5,066,920 145,751 $ 4,534 79 871 2,415 255 479 — 1,053 5,073 9,686 6,349 4,241 2,390 12,980 22,666 6,514 $ 2,138 375 197 626 — 153 — 1,534 2,510 5,023 1,651 1,947 68 3,666 8,689 31,447 519 — — — — — — 5,206 5,206 5,725 40 1,102 — 1,142 6,867 — 6,867 $ 25,941 1,173 2,407 6,810 14,007 1,434 5,485 16,214 46,357 73,471 6,189 4,874 — 11,063 84,534 14,182 $ 98,716 covered loans .............. Covered loans .......................... 5,189,676 197,894 Total loans .................... $ 5,387,570 $ 5,212,671 $ 29,180 $ 40,136 $ 60 The following table provides a comparison of our non-performing assets and past due loans for the five years ended December 31, 2013. Table 14 Non-Performing Assets and Past Due Loans (Dollar amounts in thousands) 2013 2012 As of December 31, 2011 2010 2009 Non-performing assets, excluding covered loans and covered OREO 84,534 Non-accrual loans............................... 8,689 90 days or more past due loans............. 59,798 3,708 $ $ Total non-performing loans ............... Accruing TDRs .................................. OREO .............................................. Total non-performing assets .............. 30-89 days past due loans .................... Non-accrual loans to total loans ............ Non-performing loans to total loans....... Non-performing assets to loans plus OREO ........................................... $ $ 63,506 23,770 32,473 119,749 20,742 1.07% 1.14% 2.13% Non-performing covered loans and covered OREO(1) 20,942 Non-accrual loans............................... 18,081 90 days or more past due loans............. $ Total non-performing loans ............... OREO .............................................. Total non-performing assets .............. 30-89 days past due loans .................... 39,023 8,863 47,886 2,232 $ $ 93,223 6,867 39,953 140,043 22,666 1.63% 1.80% 2.68% 14,182 31,447 45,629 13,123 58,752 6,514 $ $ $ $ $ Non-performing assets, including covered loans and covered OREO 98,716 Non-accrual loans............................... 40,136 90 days or more past due loans............. 80,740 21,789 $ $ Total non-performing loans ............... Accruing TDRs .................................. OREO .............................................. Total non-performing assets .............. 30-89 days past due loans .................... Non-accrual loans to total loans ............ Non-performing loans to total loans....... Non-performing assets to loans plus OREO ........................................... $ $ 102,529 23,770 41,336 167,635 22,974 1.41% 1.79% 2.91% $ $ 138,852 6,867 53,076 198,795 29,180 1.83% 2.58% 3.65% $ $ $ $ $ $ $ $ $ 187,325 9,227 196,552 17,864 33,975 248,391 27,495 3.68% 3.86% 4.85% 19,879 43,347 63,226 23,455 86,681 4,232 207,204 52,574 259,778 17,864 57,430 335,072 31,727 3.87% 4.86% 6.20% $ $ $ $ $ $ $ $ $ 211,782 4,244 216,026 22,371 31,069 269,466 23,646 4.15% 4.24% 5.25% — 84,350 84,350 22,370 106,720 18,445 211,782 88,594 300,376 22,371 53,439 376,186 42,091 3.87% 5.49% 6.81% $ $ $ $ $ $ $ $ $ 244,215 4,079 248,294 30,553 57,137 335,984 37,912 4.69% 4.77% 6.39% — 30,286 30,286 8,981 39,267 22,988 244,215 34,365 278,580 30,553 66,118 375,251 60,900 4.57% 5.21% 6.93% Interest income not recognized in the financial statements related to non-accrual loans for 2013 .............. $ 4,046 (1) Covered loans and covered OREO are covered by FDIC Agreements that substantially mitigate the risk of loss. Past due covered loans in the tables above are determined by borrower performance compared to contractual terms, but are generally considered accruing loans since they continue to perform in accordance with our expectations of cash flows. For a discussion of covered loans and covered OREO, refer to Note 5 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. As of December 31, 2013, non-performing assets, excluding covered loans and covered OREO, were $119.7 million, declining by 14.5% compared to December 31, 2012. Non-performing assets, excluding covered loans and covered OREO, represented 2.13% of total loans plus OREO as of December 31, 2013 compared to 2.68% as of December 31, 2012 and 4.85% as of December 31, 2011. Improvement in non-performing assets and related credit metrics resulted primarily from management’s continued focus on credit remediation. 61 The significant decrease in non-performing assets, excluding covered loans and covered OREO, from December 31, 2011 to December 31, 2012 was driven mainly by a decline in non-accrual loans, which reflects the aggressive remediation actions taken by management during 2012, including the bulk loan sales. In addition, the return of accruing TDRs to performing status contributed to the positive variance. From December 31, 2010 to December 31, 2011, gross reductions of non-performing assets resulted primarily from non-accrual loans that were sold, paid-off, or transferred to held-for-sale and OREO properties sold during 2011. Non-accrual Loans Non-accrual loans, excluding covered loans, declined by 29.3% to $59.8 million as of December 31, 2013 from $84.5 million as of December 31, 2012. The improvement in non-performing loans was driven primarily by the reclassification of two corporate loan relationships totaling $19.3 million from non-accrual to accruing TDR status. These loans continue to perform in accordance with their modified terms, which are at market rates, and are expected to move to the performing loan portfolio by the end of the first quarter of 2014. The decrease in non-accrual loans from December 31, 2011 to December 31, 2012 resulted from the bulk loan sales, payments, charge-offs, and transfers to OREO, which more than offset the amount of loans downgraded from performing to non-accrual status during 2012. A discussion of our accounting policies for non-accrual loans is contained in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. TDRs Loan modifications may be performed at the request of the individual borrower and may include reductions in interest rates, changes in payments, and extensions of maturity dates. We occasionally restructure loans at other than market rates or terms to enable the borrower to work through financial difficulties for a period of time, and these restructures remain classified as TDRs for the remaining terms of the loans. A discussion of our accounting policies for TDRs is contained in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. 62 Table 15 TDRs by Type (Dollar amounts in thousands) December 31, 2013 December 31, 2012 December 31, 2011 Number of Loans Amount Number of Loans Amount Number of Loans Commercial and industrial ................... Agricultural ...................................... Commercial real estate: Office .......................................... Retail ........................................... Industrial ...................................... Multi-family .................................. Construction .................................. Other commercial real estate............. Total commercial real estate loans .. Total corporate loans.................... Home equity..................................... 1-4 family mortgages ......................... Installment ....................................... Total consumer loans ................... Total TDRs............................. Accruing TDRs ................................. Non-accrual TDRs ............................. Total TDRs............................. Charge-offs on TDRs ......................... Specific reserves related to TDRs ......... 10 - - 2 3 5 - 7 17 27 18 14 - 32 59 39 20 59 $ $ $ $ $ 8,659 - - 624 9,647 1,291 - 4,617 16,179 24,838 1,299 1,716 - 3,015 27,853 23,770 4,083 27,853 1,880 1,952 6 - - - 2 1 - 7 10 16 7 16 - 23 39 19 20 39 $ $ $ $ $ 3,064 - - - 2,407 150 - 9,855 12,412 15,476 274 2,041 - 2,315 17,791 6,867 10,924 17,791 10,003 2,794 20 - - 2 - 9 1 9 21 41 25 26 1 52 93 57 36 93 Amount $ 2,348 - - 1,742 - 12,865 14,006 11,644 40,257 42,605 1,564 3,382 155 5,101 47,706 17,864 29,842 47,706 8,890 94 $ $ $ $ At December 31, 2013, TDRs totaled $27.9 million, increasing $10.1 million, or 56.6%, from December 31, 2012. The December 31, 2013 total includes $23.8 million in loans that are accruing interest, and the majority were restructured at market terms. After a sufficient period of performance under the modified terms, the loans restructured at market rates will be reclassified to performing status. Accruing TDRs rose $16.9 million from December 31, 2012 driven primarily by the reclassification of two corporate loan relationships totaling $19.3 million from non-accrual TDR to accruing TDR status based on restructuring actions and continued performance of these loans in accordance with their modified terms. New accruing loan restructures of $4.8 million also contributed to the variance. These increases were partially offset by the transfer of $1.1 million from accruing TDRs to non-accrual TDR status, and the return of $5.5 million of accruing TDRs to performing status in the calendar year subsequent to restructure due to restructuring at market terms and sustained payment performance in accordance with the modified terms. At December 31, 2013, non-accrual TDRs totaled $4.1 million compared to $10.9 million at December 31, 2012. TDRs are reported as non-accrual if they are not yet performing in accordance with their modified terms or they have not yet exhibited sufficient performance under their modified terms. The decrease in non-accrual TDRs from December 31, 2012 was driven by the reclassification of non-accrual TDRs to accruing TDR status discussed above, which was offset by $15.6 million of new non-accrual loan restructures. 63 Performing Potential Problem Loans Performing potential problem loans consist of special mention loans and substandard loans. These loans are performing in accordance with contractual terms, but we have concerns about the ability of the borrower to continue to comply with loan terms due to the borrower’s potential operating or financial difficulties. Table 16 Performing Potential Problem Loans (Dollar amounts in thousands) Commercial and industrial.................. Agricultural..................................... Commercial real estate: Office, retail, and industrial............. Multi-family ................................. Construction................................. Other commercial real estate ........... Total commercial real estate ......... Total performing potential Special Mention (1) $ 23,679 344 27,871 2,794 8,309 14,567 53,541 December 31, 2013 December 31, 2012 Substandard (2) Total (3) Special Mention (1) Substandard (2) Total (3) $ 14,135 - 23,538 499 17,642 22,576 64,255 $ 37,814 344 $ 51,409 3,293 25,951 37,143 117,796 37,833 331 57,271 1,921 26,210 14,056 99,458 $ 8,418 - 16,746 - 25,762 30,051 72,559 $ 46,251 331 74,017 1,921 51,972 44,107 172,017 problem corporate loans ........ $ 77,564 $ 78,390 $ 155,954 $ 137,622 $ 80,977 $ 218,599 (1) Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future. (2) Loans categorized as substandard exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time. (3) Total performing potential problem loans excludes $2.8 million of accruing TDRs as of December 31, 2013 and $448,000 of accruing TDRs as of December 31, 2012. Performing potential problem loans totaled $156.0 million as of December 31, 2013, down $62.6 million, or 28.7%, from $218.6 million as of December 31, 2012, reflecting management’s proactive focus on credit remediation. As of December 31, 2013, approximately 45% of performing potential problem loans was comprised of 9 corporate loan relationships each having balances greater than $5.0 million. Management has specific monitoring plans for each of these corporate loan relationships. 64 Loan Sales The following table summarizes loan sales for the three years ended December 31, 2013. Table 17 Loan Sales (Dollar amounts in thousands) Proceeds Book Value Charge-offs (1) Net Gains (2) Loan sales in 2013 by class: Commercial and industrial .................... Office, retail, and industrial .................. 1-4 family mortgages ........................... Total loan sales in 2013 ................. Loan sales in 2012 by class: Commercial and industrial .................... Agricultural ........................................ Commercial real estate: Office, retail, and industrial ............... Multi-family .................................... Construction .................................... Other commercial real estate.............. Total commercial real estate ........... Home equity ....................................... 1-4 family mortgages ........................... Total consumer loans ........................ Total loan sales in 2012 ................. Loan sales in 2011 by class: Commercial and industrial .................... Commercial real estate: Office, retail, and industrial ............... Construction .................................... Total commercial real estate ........... Total loan sales in 2011.............. $ $ $ $ $ $ 469 806 152,130 153,405 19,705 3,605 35,488 3,151 9,074 26,664 74,377 829 52,749 53,578 151,265 3,120 551 8,691 9,242 12,362 $ $ $ $ $ $ 1,044 1,791 147,413 150,248 47,225 8,720 49,345 4,043 18,274 46,838 118,500 1,561 50,484 52,045 226,490 4,226 997 11,864 12,861 17,087 $ $ $ $ $ $ (575) (985) - (1,560) (22,508) (4,356) (23,696) (1,859) (7,540) (21,825) (54,920) (773) (90) (863) (82,647) (1,106) (446) (3,173) (3,619) (4,725) $ $ $ $ $ $ - - 4,717 4,717 (5,012) (759) 9,839 967 (1,660) 1,651 10,797 41 2,355 2,396 7,422 - - - - - (1) Amount represents charge-offs to the allowance for loan and covered loan losses at the time the loans were identified for sale. (2) The net gains on the bulk loan sales represent gains realized subsequent to the transfer to held-for-sale and are included as a separate component of noninterest income in the Consolidated Statements of Income. Net gains on mortgage loan sales are included in mortgage banking income in the Consolidated Statements of Income. We recognized gains of $4.7 million on the sale of $147.4 million of 1-4 family mortgage loans during the year ended December 31, 2013, of which $36.6 million were originated with the intent to sell. Additionally, we sold $2.8 million of other non-performing loans and recorded charge-offs of $1.6 million. During the third quarter of 2012, we identified certain non-performing and performing potential problem loans for accelerated disposition through multiple bulk loan sales and recorded charge-offs of $80.3 million. The bulk loan sales of $172.5 million in original carrying value were completed in the fourth quarter of 2012, resulting in proceeds of $94.5 million and a gain of $5.2 million. In addition to the bulk loan sales, we sold $50.3 million of mortgage loans during 2012, resulting in gains of $2.3 million. During the year ended December 31, 2011, we sold $17.1 million of non-performing loans and recorded charge-offs of $4.7 million. 65 OREO OREO consists of properties acquired as the result of borrower defaults on loans. OREO, excluding covered OREO, was $32.5 million at December 31, 2013, a $7.5 million decrease from December 31, 2012. A discussion of our accounting policies for OREO is contained in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Table 18 OREO Properties by Type (Dollar amounts in thousands) December 31, 2013 December 31, 2012 December 31, 2011 Number of Properties 29 6 - 17 22 45 4 23 101 48 149 Amount $ 2,257 4,037 - 11,649 3,101 18,787 346 11,083 32,473 8,863 $ 41,336 Number of Properties 15 5 1 22 29 57 10 32 114 62 176 Amount $ 2,054 3,244 207 12,355 4,970 20,776 796 16,327 39,953 13,123 Number of Properties 5 8 - 19 25 52 4 16 77 46 Amount $ 985 8,316 - 5,944 7,677 21,937 3,083 7,970 33,975 23,455 $ 53,076 123 $ 57,430 Single-family homes ................................ Land parcels: Raw land ........................................... Farm land .......................................... Commercial lots .................................. Single-family lots ................................ Total land parcels ............................. Multi-family units ................................... Commercial properties ............................. Total OREO properties, excluding covered OREO.............................. Covered OREO ...................................... Total OREO properties ...................... OREO Activity The following table summarizes disposals of OREO for the two years ended December 31, 2013. Table 19 OREO Disposals, Transfers, and Write-Downs (Dollar amounts in thousands) Year Ended December 31, 2013 Covered OREO Total OREO Year Ended December 31, 2012 Covered OREO Total OREO OREO sales Proceeds from sales ...................... Less: Basis of properties sold ......... $ 15,274 (16,805) $ 10,523 (10,493) $ 25,797 (27,298) $ 26,792 (27,907) $ 23,774 (23,301) $ 50,566 (51,208) Net losses (gains) on sales of OREO .................................. $ 1,531 OREO transfers and write-downs Premises transferred to OREO at fair value ................................. OREO valuation adjustments .......... $ - 2,220 $ $ (30) $ 1,501 $ 1,115 - 187 $ - 2,407 $ 1,833 3,945 $ $ (473) - 299 $ $ 642 1,833 4,244 OREO sales, excluding covered OREO, totaled $16.8 million for the year ended December 31, 2013. These sales consisted of 74 properties with the majority classified as single-family homes and commercial properties. Net losses on sales of OREO in 2013, excluding covered OREO, were impacted by a $1.2 million loss on the sale of a special-purpose property. In 2012, OREO sales, excluding covered OREO, represented 103 properties, comprised primarily of single family homes, residential lots, and commercial properties. 66 Allowance for Credit Losses Methodology for the Allowance for Credit Losses The allowance for credit losses is comprised of the allowance for loan and covered loan losses and the reserve for unfunded commitments and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, and consideration of current economic trends. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for credit losses depends on a variety of factors beyond the Company’s control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk ratings by regulatory authorities. Management believes that the allowance for credit losses of $87.1 million is an appropriate estimate of credit losses inherent in the loan portfolio as of December 31, 2013. The accounting policy for the allowance for credit losses is discussed in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. 67 Table 20 Allowance for Credit Losses and Summary of Credit Loss Experience (Dollar amounts in thousands) Change in allowance for credit losses Beginning balance.................................... Loan charge-offs: Commercial, industrial, and agricultural .... Office, retail, and industrial .................... Multi-family ........................................ Construction ........................................ Other commercial real estate................... Consumer............................................ Total loan charge-offs......................... Recoveries of loan charge-offs: Commercial, industrial, and agricultural .... Office, retail, and industrial .................... Multi-family ........................................ Construction ........................................ Other commercial real estate................... Consumer............................................ Total recoveries of loan charge-offs....... Net loan charge-offs, excluding covered loan charge-offs ............................. Net covered loan charge-offs ...................... Net loan and covered loan charge-offs ... Provision for loan and covered loan losses: Provision for loan losses ........................ Provision for covered loan losses ............. Less: expected reimbursement from the FDIC .............................................. Net provision for covered loan losses ....... Total provision for loan and covered 2013 Years ended December 31, 2011 2012 2010 2009 $ 102,812 $ 121,962 $ 145,072 $ 144,808 $ 93,869 12,094 4,744 1,029 1,916 4,784 9,414 33,981 3,797 228 584 1,032 1,646 1,071 8,358 25,623 4,575 30,198 11,185 5,222 (150) 5,072 64,668 34,968 3,361 27,811 36,474 10,910 32,750 8,193 14,584 20,211 15,396 10,531 37,130 10,322 2,788 63,967 28,869 10,640 57,083 7,869 3,485 66,665 18,413 14,523 178,192 101,665 153,716 168,038 3,393 577 275 451 125 784 5,605 172,587 4,615 177,202 142,364 24,945 (9,257) 15,688 3,493 79 410 2,964 508 430 7,884 93,781 9,911 103,692 69,682 51,267 (40,367) 10,900 5,227 612 363 770 494 740 8,206 145,510 1,575 147,085 145,774 27,009 (25,434) 1,575 1,899 13 2 803 116 472 3,305 164,733 - 164,733 215,672 - - - loan losses .................................... 16,257 158,052 80,582 147,349 215,672 Reduction in reserve for unfunded commitments (1).................................... (1,750) - - - - Total provision for loan and covered loan losses and other ...................... 14,507 158,052 80,582 147,349 215,672 Ending balance........................................ $ 87,121 $ 102,812 $ 121,962 $ 145,072 $ 144,808 (1) Included in other noninterest expense in the Consolidated Statements of Income. 68 2013 2012 Years ended December 31, 2011 2010 2009 Allowance for credit losses Allowance for loan losses ................ Allowance for covered loan losses ..... $ Total allowance for loan and covered loan losses .................. Reserve for unfunded commitments ... Total allowance for credit losses $ 72,946 12,559 85,505 1,616 87,121 $ 87,384 12,062 $ 118,473 989 $ 142,572 - $ 144,808 - 99,446 3,366 119,462 2,500 142,572 2,500 144,808 - $ 102,812 $ 121,962 $ 145,072 $ 144,808 Amounts and ratios, excluding covered loans Average loans ................................ Net loan charge-offs to average loans, annualized ................................. $ 5,307,493 $ 5,204,718 $ 5,101,621 $ 5,191,154 $ 5,348,979 0.48% 3.32% 1.84% 2.80% 3.08% Allowance for credit losses at end of period as a percent of: Total loans ............................. Non-accrual loans .................... Non-performing loans............... 1.34% 124.69% 117.41% 1.75% 107.35% 97.35% 2.38% 64.58% 61.55% 2.84% 68.50% 67.15% 2.78% 59.30% 58.32% Amounts and ratios, including covered loans Average loans ................................ Net loan charge-offs to average loans Allowance for credit losses at end of $ 5,475,110 0.55% $ 5,435,670 3.26% $ 5,421,943 1.91% $ 5,440,752 2.70% $ 5,377,028 3.06% period as a percent of: Total loans ............................. Non-accrual loans .................... Non-performing loans............... 1.52% 107.90% 84.97% 1.91% 104.15% 74.00% 2.28% 58.86% 46.95% 2.65% 68.50% 48.30% 2.71% 59.30% 51.98% Activity in the Allowance for Credit Losses The allowance for credit losses was $87.1 million as of December 31, 2013, a decline of $15.7 million from December 31, 2012. The allowance for credit losses represented 1.52% of total loans, including covered loans, at December 31, 2013 compared to 1.91% at December 31, 2012. The provision for loan and covered loan losses was $16.3 million for 2013 compared to $158.1 million for 2012 and $80.6 million for 2011. The provision for loan and covered loan losses was elevated for the year ended December 31, 2012 due primarily to the additional provision of $62.3 million recorded as a result of moving $172.5 million of loans to held-for-sale status and recording charge-offs of $80.3 million in anticipation of the bulk loan sales. Net loan charge-offs, excluding covered loan charge-offs, during the year ended December 31, 2013, decreased significantly compared to the prior periods presented. The $147.0 million decline in net charge-offs from the year ended December 31, 2012 reflected improved credit quality due to management’s accelerated credit remediation actions that occurred during the third and fourth quarters of 2012, including the bulk loan sales. Net loan charge-offs, excluding covered loan charge-offs, of $25.6 million at December 31, 2013 are at the lowest level in over five years. Covered loan charge-offs reflect the decline in estimated cash flows of certain acquired loans. Management re-estimates cash flows periodically, and the present value of any decreases in expected cash flows from the FDIC is recorded as either a charge-off in that period or an allowance for covered loan losses is established. Any increases in expected cash flows are recorded through prospective yield adjustments over the remaining lives of the specific loans. 69 Allocation of the Allowance for Credit Losses Table 21 Allocation of Allowance for Credit Losses (Dollar amounts in thousands) % of Total Loans (1) 2013 Commercial, industrial, and agricultural ...................... $ 30,381 Commercial real estate: Office, retail, and industrial .. Multi-family ..................... Construction..................... Other commercial real estate Total commercial real estate ....................... Consumer ........................ Total, excluding allowance for covered loan losses .. Covered loans ................... Total allowance for credit 10,405 2,017 6,712 11,187 30,321 13,860 74,562 12,559 38.6 24.2 6.0 3.3 14.5 48.0 13.4 100.0 2012 $ 36,761 11,432 3,575 10,241 14,699 39,947 14,042 90,750 12,062 As of December 31, % of Total Loans (1) 36.7 25.6 5.5 3.6 14.9 49.6 13.7 2011 $ 46,017 16,012 5,067 17,935 21,099 60,113 14,843 % of Total Loans (1) 33.5 25.5 5.7 4.9 17.4 53.5 13.0 2010 $ 49,545 20,758 3,996 32,624 25,178 82,556 12,971 % of Total Loans (1) 33.2 23.6 6.9 6.6 16.8 53.9 12.9 2009 $ 54,452 20,164 4,555 37,468 16,694 78,881 11,475 % of Total Loans (1) 31.6 23.3 6.4 10.5 15.4 55.6 12.8 100.0 120,973 100.0 145,072 100.0 144,808 100.0 989 - - losses ....................... $ 87,121 $ 102,812 $ 121,962 $ 145,072 $ 144,808 (1) Percentages represent total loans in each category to total loans, excluding covered loans. The allowance for credit losses declined by 15.3% from $102.8 million as of December 31, 2012 to $87.1 million as of December 31, 2013, reflecting reductions across all categories. During 2013, the lower level of the allowance for credit losses reflects the significant improvement in non-performing loans, performing potential problem loans, and credit metrics driven by management’s continued proactive focus on credit remediation. During 2012, declines in non-accrual and performing potential problem loans from accelerated credit remediation actions, including the impact of the bulk loan sales, resulted in improved credit metrics and a decline in our estimate of credit losses inherent in the loan portfolio. The allowance for covered loan losses increased $11.1 million from 2011 to reflect the difference between the carrying value and the discounted present value of the estimated cash flows of the covered impaired loans. In 2011, we decreased our allowance for loan and covered loan losses for all categories of loans, excluding multi- family loans and covered loans. The increase in the allowance for loan losses allocated to multi-family loans reflected management’s estimate of potential losses on smaller-balance loans in this portfolio. INVESTMENT IN BANK-OWNED LIFE INSURANCE We previously purchased life insurance policies on the lives of certain directors and officers and are the sole owner and beneficiary of the policies. We invested in these BOLI policies to provide an efficient form of funding for long-term retirement and other employee benefit costs. Therefore, our BOLI policies are intended to be long-term investments to provide funding for long-term liabilities. We record these BOLI policies as a separate line item in the Consolidated Statements of Financial Condition at each policy’s respective CSV with changes recorded as a component of noninterest income in the Consolidated Statements of Income. As of December 31, 2013, the CSV of BOLI assets totaled $193.2 million. As of December 31, 2013, 31.6% of our total BOLI portfolio is invested in general account life insurance distributed among ten insurance carriers, all of which carry investment grade ratings. This general account life insurance typically includes a feature guaranteeing minimum returns. The remaining 68.4% is in separate account 70 life insurance, which is managed by third party investment advisors under pre-determined investment guidelines. Stable value protection is a feature available for separate account life insurance policies that is designed to protect a policy’s CSV from market fluctuations, within limits, on underlying investments. Our entire separate account portfolio has stable value protection purchased from a highly rated financial institution. To the extent fair values on individual contracts fall below 80%, the CSV of the specific contracts may be reduced or the underlying assets may be transferred to short-duration investments, resulting in lower earnings. For the year ended December 31, 2013, we had a BOLI loss of $11.8 million compared to prior year BOLI income of $1.3 million. During 2013, we voluntarily modified approximately $100 million of certain lower-yielding BOLI policies, which resulted in a $13.3 million write-down of the CSV. This action gives us the flexibility to reinvest these assets in longer duration securities at higher yields to enhance future BOLI income. GOODWILL Goodwill is included in goodwill and other intangible assets in the Consolidated Statements of Financial Condition. The carrying amount of goodwill was $264.1 million at December 31, 2013 and $265.5 million at December 31, 2012. Goodwill decreased $1.4 million from December 31, 2012 as a result of the sale of our investment in Textura, which was completed during the year ended December 31, 2013. For a detailed discussion of the sale, refer to the section titled ‘‘Performance Overview’’ of this Item 7. Goodwill is tested annually for impairment or when events or circumstances indicate a need to perform interim tests, as described in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. During 2013, we performed our annual impairment test of goodwill at October 1, 2013 and determined that goodwill was not impaired at that date. DEFERRED TAX ASSETS Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. For additional discussion of income taxes, see Notes 1 and 14 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Income tax expense and benefits recorded due to changes in uncertain tax positions are also described in Note 14. Table 22 Deferred Tax Assets (Dollar amounts in thousands) 2013 December 31, 2012 % Change 2011 2013-2012 2012-2011 Net deferred tax assets ................... $ 107,624 $ 133,605 $ 102,624 (19.4) 30.2 Management assessed whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. This assessment considered whether in the periods of reversal, the deferred tax assets can be realized through carryback to income in prior years, future reversals of existing deferred tax liabilities, and future taxable income, including taxable income resulting from the application of future tax planning strategies. The assessment also considered positive and negative evidence, including pre-tax income and loss during the current and prior two years, pre-tax, pre-provision operating earnings during that period, actual performance compared to budget, trends in non-performing assets and performing potential problem loans, the Company’s capital position, and any unsettled circumstances that could impact future earnings. Based on this assessment, management determined that it is more likely than not that our deferred tax assets will be fully realized and no valuation allowance is required as of December 31, 2013. Deferred tax assets decreased in 2013 compared to 2012, resulting primarily from the utilization of federal net operating losses, which was partially offset by an increase in alternative minimum tax credit carryforwards. 71 The increase in deferred tax assets in 2012 was attributed primarily to higher federal and state net operating loss carry forwards, offset partially by a reduction in the allowance for loan and covered loan losses for which there is a zero tax basis. FUNDING AND LIQUIDITY MANAGEMENT Liquidity measures the ability to meet current and future cash flows as they become due. Our approach to liquidity management is to obtain funding sources at a minimum cost to meet fluctuating deposit, withdrawal, and loan demand needs. Our liquidity policy establishes parameters to maintain flexibility in responding to changes in liquidity needs over a 12-month forward-looking period, including the requirement to formulate a quarterly liquidity compliance plan for review by the Bank’s Board of Directors. The compliance plan includes an analysis that measures projected needs to purchase and sell funds. The analysis incorporates a set of projected balance sheet assumptions that are updated at least quarterly. Based on these assumptions, we determine our total cash liquidity on hand and excess collateral capacity from pledging, unused federal funds purchased lines, and other unused borrowing capacity, such as FHLB advances, resulting in a calculation of our total liquidity capacity. Our total policy-directed liquidity requirement is to have funding sources available to cover 66.7% of non-collateralized, non-FDIC insured, non-maturity deposits. Based on our projections as of December 31, 2013, we expect to have liquidity capacity in excess of policy guidelines for the forward twelve-month period. The liquidity needs of First Midwest Bancorp, Inc. on an unconsolidated basis (the ‘‘Parent Company’’) consist primarily of operating expenses, debt service payments, and dividend payments to our stockholders, which totaled $46.6 million for the year ended December 31, 2013. The primary source of liquidity for the Parent Company is dividends from subsidiaries. The Parent Company had $37.8 million in junior subordinated debentures, $38.5 million in subordinated notes, $114.6 million in senior notes, and cash and interest-bearing deposits of $13.1 million at December 31, 2013. At the end of 2013, the Parent Company did not have any unused short-term credit facilities available to fund cash flows. The Parent Company has the ability to enhance its liquidity position by raising capital or incurring debt. Total deposits and borrowed funds as of December 31, 2013 are summarized in Notes 9 and 10 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. The following table provides a comparison of average funding sources over the last three years. We believe that average balances, rather than period-end balances, are more meaningful in analyzing funding sources because of the inherent fluctuations that may occur on a monthly basis within most funding categories. 72 Table 23 Funding Sources - Average Balances (Dollar amounts in thousands) Years Ended December 31, % Change 2013 % of Total Demand deposits............... Savings deposits ............... NOW accounts ................. Money market accounts ...... $ 1,889,247 1,126,561 1,170,928 1,306,625 Transactional deposits ..... 5,493,361 Time deposits................... Brokered deposits.............. 1,286,700 20,188 Total time deposits ......... 1,306,888 Total deposits............. 6,800,249 Securities sold under agreements to repurchase .. Federal funds purchased...... FHLB advances ................ Total borrowed funds ...... Senior and subordinated 90,891 5 114,565 205,461 debt ............................ 212,896 26.2 15.6 16.2 18.1 76.1 17.8 0.3 18.1 94.2 1.3 - 1.6 2.9 2.9 2012 $ 1,762,968 1,038,379 1,090,446 1,216,173 5,107,966 1,502,230 26,776 1,529,006 6,636,972 79,924 - 113,719 193,643 231,273 % of Total 25.0 14.7 15.4 17.2 72.3 21.3 0.4 21.7 94.0 1.1 - 1.6 2.7 3.3 2011 $ 1,498,900 934,937 1,091,184 1,230,090 4,755,111 1,773,188 18,821 1,792,009 6,547,120 117,065 603 148,034 265,702 150,285 % of Total 21.5 13.4 15.7 17.7 68.3 25.4 0.3 25.7 94.0 1.7 - 2.1 3.8 2.2 Total funding sources... $ 7,218,606 100.0 $ 7,061,888 100.0 $ 6,963,107 100.0 2013-2012 2012-2011 7.2 8.5 7.4 7.4 7.5 (14.3) (24.6) (14.5) 2.5 13.7 100.0 0.7 6.1 (7.9) 2.2 17.6 11.1 (0.1) (1.1) 7.4 (15.3) 42.3 (14.7) 1.4 (31.7) (100.0) (23.2) (27.1) 53.9 1.4 Average Funding Sources Average funding sources totaled $7.2 billion for 2013, increasing $156.7 million from 2012. This growth resulted primarily from a rise in transactional deposits, which more than offset a reduction in higher-costing time deposits. For 2012, average funding sources increased $98.8 million from 2011 driven primarily by growth in transactional deposits and the issuance of senior debt, which was partially offset by reductions in higher-costing time deposits and borrowed funds. Time Deposits Table 24 Maturities of Time Deposits Greater Than $100,000 (Dollar amounts in thousands) Three months or less .......................................................... Greater than three months to six months................................ Greater than six months to twelve months.............................. Greater than twelve months ................................................. $ Total 66,342 64,609 102,646 153,261 Total ............................................................................. $ 386,858 73 Borrowed Funds A discussion of borrowed funds is presented in the next table. Table 25 Borrowed Funds (Dollar amounts in thousands) 2013 2012 2011 Amount Weighted- Average Rate % Amount Weighted- Average Rate % Amount Weighted- Average Rate % At December 31: Securities sold under agreements to repurchase ... Federal funds purchased ....... FHLB advances .................. Total borrowed funds ........ Average for the year: Securities sold under agreements to repurchase ... Federal funds purchased ....... FHLB advances .................. Total borrowed funds ........ $ $ $ $ 109,792 - 114,550 224,342 90,891 5 114,565 205,461 Maximum amount outstanding at any day during the year: Securities sold under agreements to repurchase ... Federal funds purchased ....... FHLB advances .................. Weighted-average maturity of $ 110,797 2,000 114,581 0.03 - 1.34 0.70 0.03 - 1.38 0.78 $ $ $ $ $ 71,403 - 114,581 185,984 79,924 - 113,719 193,643 103,591 - 114,593 0.02 - 2.13 1.17 0.02 0.22 1.84 1.03 0.02 - 1.72 1.06 0.02 - 1.76 1.04 $ $ $ $ $ 92,871 - 112,500 205,371 117,065 603 148,034 265,702 174,810 175,000 302,500 FHLB advances .................. 29.3 months 20.8 months 19.3 months Average borrowed funds totaled $205.5 million for 2013, increasing $11.8 million, or 6.1%, from 2012 following a decrease of $72.1 million, or 27.1%, from 2011 to 2012. In 2012, we reduced funding costs by using the proceeds from securities sales and maturities to reduce our level of borrowed funds and time deposits, resulting in a more favorable product mix. The average and maximum daily balances for securities sold under agreements to repurchase and FHLB advances were consistent with 2012. In 2011, the maximum daily balance for federal funds purchased resulted from a test of the federal funds line, which may be done occasionally to ensure availability. We make interchangeable use of repurchase agreements, FHLB advances, and federal funds purchased to supplement deposits. Senior and Subordinated Debt Average senior and subordinated debt decreased $18.4 million, or 7.9%, in 2013 compared to 2012 as a result of the repurchase and retirement of $24.0 million of junior subordinated debentures. Refer to Note 11 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K for additional discussion regarding this transaction. The $81.0 million increase in average senior and subordinated debt from 2011 to 2012 was driven by the senior debt issuance of $115.0 million in the fourth quarter of 2011, which was used, in combination with existing liquid assets, to fund the redemption of the Series B preferred stock issued to the Treasury. This increase was partially offset by the repurchase and retirement of $25.4 million of junior subordinated debentures and $12.0 million of subordinated notes during 2012. 74 CONTRACTUAL OBLIGATIONS, COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENT LIABILITIES Through our normal course of operations, we enter into certain contractual obligations and other commitments. These obligations generally relate to the funding of operations through deposits or debt issuances, as well as leases for premises and equipment. As a financial services provider, we routinely enter into commitments to extend credit. While contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn. These commitments are subject to the same credit policies and approval process used for our loans. The following table presents our significant fixed and determinable contractual obligations and significant commitments as of December 31, 2013. Further discussion of the nature of each obligation is included in the referenced note of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Table 26 Contractual Obligations, Commitments, Contingencies, and Off-Balance Sheet Items (Dollar amounts in thousands) Payments Due In Greater Than Greater Than Note Reference One Year or Less One to Three Years Three to Five Years Greater Than Five Years Total 9 9 10 11 7 15 14 20 20 $ $ 5,558,318 785,458 109,792 - 3,774 5,857 $ - 338,466 39,550 153,136 7,156 10,408 N/M N/M N/M N/M N/M N/M - 83,545 75,000 - 5,920 9,044 N/M N/M N/M $ - 314 - 37,796 4,059 18,450 N/M N/M N/M $ 5,558,318 1,207,783 224,342 190,932 20,909 43,759 279 1,661,081 110,453 Transactional deposits (no stated maturity) ............... Time deposits ..................... Borrowed funds .................. Subordinated debt ............... Operating leases ................. Pension liability .................. Uncertain tax positions liability .......................... Commitments to extend credit............................. Letters of credit .................. N/M – Not meaningful. 75 MANAGEMENT OF CAPITAL Capital Measurements A strong capital structure is required under applicable banking regulations and is crucial in maintaining investor confidence, accessing capital markets, and enabling us to take advantage of future growth opportunities. Our capital policy requires that the Company and the Bank maintain capital ratios in excess of the minimum regulatory guidelines. It serves as an internal discipline in analyzing business risks and internal growth opportunities and sets targeted levels of return on equity. Under regulatory capital adequacy guidelines, the Company and the Bank are subject to various capital requirements set and administered by the federal banking agencies. These requirements specify minimum capital ratios, defined as Tier 1 and total capital as a percentage of assets and off-balance sheet items that were weighted according to broad risk categories and a leverage ratio calculated as Tier 1 capital as a percentage of adjusted average assets. We manage our capital ratios for both the Company and the Bank to consistently maintain these measurements in excess of the Federal Reserve’s minimum levels considered to be ‘‘well-capitalized,’’ which is the highest capital category established. The following table presents our consolidated measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve to be categorized as ‘‘well-capitalized.’’ All regulatory mandated ratios for characterization as ‘‘well-capitalized’’ were exceeded as of December 31, 2013 and 2012. See the ‘‘Supervision and Regulation’’ section included in Item 1, ‘‘Business,’’ of this Form 10-K for information on our minimum capital requirements. All other ratios presented in the table below are capital adequacy metrics used and relied on by investors and industry analysts; however, they are non-GAAP financial measures for SEC purposes. These non-GAAP measures are valuable indicators of a financial institution’s capital strength since they eliminate intangible assets from stockholders’ equity and retain the effect of accumulated other comprehensive loss in stockholders’ equity. Reconciliations of the components of those ratios to GAAP are also presented in the table below. 76 Table 27 Capital Measurements (Dollar amounts in thousands) December 31, 2013 2012 Regulatory Minimum For Well- Capitalized Excess Over Required Minimums at December 31, 2013 Reconciliation of capital components to regulatory requirements: Total regulatory capital, as defined in federal regulations ........................................... 841,787 $ $ 755,264 Tier 1 capital, as defined in federal regulations ........................................... $ 741,414 $ 652,480 Trust preferred securities included in Tier 1 capital................................................. (36,690) (59,965) Tier 1 common capital ........................... $ 704,724 $ 592,515 Risk-weighted assets, as defined in federal regulations ........................................... $ 6,794,666 $ 6,348,523 Average assets, as defined in federal regulations ........................................... 8,075,888 7,768,967 Regulatory capital ratios: Total capital to risk-weighted assets ......... Tier 1 capital to risk-weighted assets ........ Tier 1 leverage to average assets.............. 12.39% 10.91% 9.18% 11.90% 10.28% 8.40% 10.00% 6.00% 5.00% 24% $ 162,321 333,734 82% 337,620 84% Tier 1 common capital to risk-weighted assets (1) .............................................. 10.37% 9.33% N/A(2) N/A(2) N/A(2) Reconciliation of capital components to GAAP: Total stockholder’s equity .......................... Goodwill and other intangible assets............ $ 1,001,442 (276,366) Tangible common equity ........................ Accumulated other comprehensive loss ........ 725,076 26,792 $ 940,893 (281,059) 659,834 15,660 Tangible common equity, excluding accumulated other comprehensive loss.............................................. $ 751,868 $ 675,494 Total assets ............................................. Goodwill and other intangible assets............ $ 8,253,407 (276,366) $ 8,099,839 (281,059) Tangible assets .................................. $ 7,977,041 $ 7,818,780 Tangible common equity ratios: Tangible common equity to tangible assets ... Tangible common equity, excluding other accumulated comprehensive loss, to tangible assets ...................................... Tangible common equity to risk-weighted 9.09% 8.44% N/A(2) N/A(2) N/A(2) 9.43% 8.64% N/A(2) N/A(2) N/A(2) N/A(2) N/A(2) N/A(2) assets.................................................. 10.67% 10.39% N/A – Not applicable. (1) Excludes the impact of trust-preferred securities. (2) Ratio is not subject to formal Federal Reserve regulatory guidance. The improvement in regulatory capital ratios from December 31, 2012 resulted from strong earnings and the continued increase in allowable deferred tax assets, which more than offset the impact of loan growth, the increase in dividends paid, and the repurchase and retirement of $24.0 million of 6.95% junior subordinated debentures, which qualified as Tier 1 capital. 77 The Board reviews the Company’s capital plan each quarter, considering the current and expected operating environment as well as an evaluation of various capital alternatives. For further details of the regulatory capital requirements and ratios as of December 31, 2013 and 2012 for the Company and the Bank, see Note 18 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Basel III Capital Rules In July of 2013, the Company’s primary federal regulator, the Federal Reserve, published final rules establishing a new comprehensive capital framework for U.S. banking organizations. The Basel III Capital Rules are discussed in the ‘‘Supervision and Regulation’’ section in Item 1, ‘‘Business’’ of this Form 10-K. Stock Repurchase Programs Shares repurchased are held as treasury stock and are available for issuance in connection with our Dividend Reinvestment Plan, qualified and nonqualified retirement plans, share-based compensation plans, and other general corporate purposes. We reissued 125,901 treasury shares in 2013 and 133,560 treasury shares in 2012 to fund these plans. Dividends The Board declared quarterly stock dividends of $0.01 per share from 2011 through the first quarter of 2013. The Company increased the dividend to $0.04 per share during the second quarter of 2013 and approved another increase in the fourth quarter of 2013 to $0.07 per share. 78 FOURTH QUARTER 2013 vs. FOURTH QUARTER 2012 Table 28 Quarterly Earnings Performance (1) (Dollar amounts in thousands, except per share data) Fourth Third Second First Fourth Third Second First 2013 2012 Interest income....................... Interest expense ...................... $ 72,120 (6,432) $ 72,329 (6,663) $ 71,753 (6,823) $ 71,045 (7,197) $ 74,199 (7,677) $ Net interest income .............. 65,688 65,666 64,930 63,848 66,522 75,584 (8,324) 67,260 $ 75,518 (8,814) $ 75,268 (10,086) 66,704 65,182 Provision for loan and covered loan losses ......................... Fee-based revenues .................. Net securities gains (losses)....... BOLI income (loss) ................. Gain on termination of FHLB forward commitments ........... Other income ......................... (Losses) gains on early extinguishment of debt .......... Gain on bulk loan sales ............ Gain on acquisitions ................ Noninterest expense................. Income (loss) before income tax (expense) benefit ......... Income tax (expense) benefit ..... Net income (loss) ................ Net (income) loss applicable to - 26,712 147 584 - 1,370 (1,034) - - (64,794) 28,673 (9,508) 19,165 (4,770) 27,804 33,801 (13,028) 7,829 1,682 - - - (64,702) 54,282 (24,959) 29,323 (5,813) 26,008 216 319 - 898 - - - (62,427) 24,131 (7,955) 16,176 (5,674) 25,758 - 281 - 1,536 - - - (64,814) 20,935 (6,293) 14,642 (5,593) 26,846 88 355 - 460 (814) 5,153 - (73,607) 19,410 (6,194) 13,216 (111,791) 25,035 (217) 300 - 727 - - 3,289 (70,123) (85,520) 36,993 (48,527) (22,458) 23,076 151 404 - 406 - - - (61,157) 7,126 (761) 6,365 (18,210) 23,993 (943) 248 - 1,135 256 - - (62,613) 9,048 (1,156) 7,892 non-vested restricted shares .... (260) (416) (219) (212) (194) 715 (76) (139) Net income (loss) applicable to common shares ............. $ 18,905 $ 28,907 $ 15,957 $ 14,430 $ 13,022 $ (47,812) Basic earnings (loss) per common share..................... Diluted earnings (loss) per common share..................... Dividends declared per common share................................. Return on average common equity ............................... Return on average assets........... Net interest margin – $ $ $ 0.26 0.26 0.07 $ $ $ 0.39 0.39 0.04 $ $ $ 7.53% 0.91% 11.66% 1.38% tax-equivalent ..................... 3.62% 3.63% (1) All ratios are presented on an annualized basis. 0.22 0.22 0.04 6.66% 0.79% 3.70% $ $ $ 0.20 0.20 0.01 6.17% 0.74% 3.77% $ $ $ 0.18 0.18 0.01 5.50% 0.65% 3.84% $ $ $ (0.65) (0.65) 0.01 (19.36)% (2.35)% 3.83% $ $ $ $ 6,289 0.09 0.09 0.01 2.59% 0.32% 3.88% $ $ $ $ 7,753 0.11 0.11 0.01 3.21% 0.40% 3.88% Net income applicable to common shares for the fourth quarter of 2013 was $18.9 million, or $0.26 per share, compared to net income applicable to common shareholders of $13.0 million, or $0.18 per share, for the fourth quarter of 2012. Compared to the fourth quarter of 2012, total fee-based revenues remained stable. Growth in fee income generated by sales of capital market products to commercial clients and wealth management fees resulting from new customer relationships and improved market performance were offset by lower levels of mortgage banking income. In addition, during the fourth quarter of 2013, the Company repurchased and retired $24.0 million of 6.95% junior subordinated debentures, which resulted in a pre-tax loss of $1.0 million. This action will reduce future annual interest expense by $1.6 million. Total noninterest expense for the fourth quarter of 2013 decreased 12.0% compared to the fourth quarter of 2012 driven primarily by declines in professional services expense and other expenses, which were partially offset by increases in net OREO expense and advertising and promotions expense. In addition, no adjusted amortization of the FDIC indemnification asset was required for the fourth quarter of 2013 compared to $2.7 million for the fourth 79 quarter of 2012, which also contributed to the decrease. Adjusted amortization of the FDIC indemnification asset is based on management’s current estimates of future cash flows on covered loans and OREO and expected reimbursements from the FDIC for covered losses. During the fourth quarter of 2012, professional services were elevated due primarily to expenses related to the completion of the bulk loan sales, higher personnel recruitment expenses, and the accelerated recognition of certain capitalized consulting costs. The decline in other expenses compared to the fourth quarter of 2012 reflects a $770,000 reduction in the reserve for unfunded commitments in the fourth quarter of 2013. In addition, the fourth quarter of 2012 was elevated as a result of a $1.3 million valuation adjustment on a former banking office. The fourth quarter of 2012 reflects higher gains on sales of OREO properties compared to the fourth quarter of 2013, driving higher net OREO expense. An increase in advertising and promotions expense from the fourth quarter of 2012 was driven by the launch of our ‘‘Bank with Momentum’’ branding campaign during the second quarter of 2013, and reflects the return to a more normalized level of expense. Table 29 Quarterly Operating Earnings (1) (Dollar amounts in thousands) Income (loss) before income taxes Provision for loan and covered Fourth Third Second First Fourth Third Second First 2013 2012 $ 28,673 $ 54,282 $ 24,131 $ 20,935 $ 19,410 $ (85,520) $ 7,126 $ 9,048 loan losses ............................ - Pre-tax, pre-provision earnings ... 28,673 4,770 59,052 5,813 29,944 5,674 26,609 5,593 25,003 111,791 26,271 22,458 29,584 18,210 27,258 (33,801) (216) - (88) 217 (151) 943 Adjustments to Pre-tax, Pre-Provision Earnings (147) Net securities (gains) losses ......... Net losses (gains) on sales and valuation adjustments of OREO, excess properties, and assets held-for-sale .......................... Net losses (gains) on early extinguishment of debt............. Severance-related costs................ BOLI modification loss............... Gain on termination of FHLB forward commitments .............. Net gain on bulk loan sales.......... Losses (gains) on acquisitions, net of integration costs ................. Adjusted amortization of FDIC indemnification asset ............... 1,763 1,034 483 - - - - - 1,652 (288) 1,864 3,280 2,527 - 233 13,312 (7,829) - - - - 511 - - - - 750 757 781 - 980 - - - - 814 - - - (2,639) - 840 - - - 588 (3,074) 303 (256) 315 - - - - - - - - - - - 750 2,511 2,705 3,244 4,000 5,263 2,376 1,305 Total adjustments.................... 3,133 (26,433) Pre-tax, pre-provision operating earnings.............. $ 31,806 $ 32,619 $ 30,701 $ 29,120 $ 28,247 $ 31,534 $ 31,960 $ 28,563 (1) The Company’s accounting and reporting policies conform to GAAP and general practice within the banking industry. As a supplement to GAAP, the Company has provided this non-GAAP performance result, which the Company believes is useful because it assists investors in assessing the Company’s operating performance. This non-GAAP measure should not be considered an alternative to GAAP. Pre-tax, pre-provision operating earnings of $31.8 million for the fourth quarter of 2013 increased $3.6 million, or 12.6%, compared to the fourth quarter of 2012. This increase resulted primarily from lower noninterest expense, which was partially offset by a decrease in net interest income and noninterest income. Compared to the fourth quarter of 2012, average interest-earning assets grew $316.2 million from an increase in loans, investment securities, and other interest-earning assets. 80 Average funding sources for the fourth quarter of 2013 were $165.6 million higher than the fourth quarter of 2012, driven primarily by a 6.8% increase in average demand and interest-bearing transactional deposits, which more than offset lower levels of time deposits. Tax-equivalent net interest margin for the current quarter was 3.62%, declining 22 basis points compared to the fourth quarter of 2012. Loan yields declined on new and renewing loans as a result of greater customer preference for floating rate loans. The decrease in the loan yield during the fourth quarter of 2013 was mitigated by a higher rate earned on certain investment securities. Additionally, an improved funding mix and lower rates paid on time deposits offset the decline in the loan yield compared to the prior year period. CRITICAL ACCOUNTING POLICIES Our consolidated financial statements are prepared in accordance with GAAP and are consistent with predominant practices in the financial services industry. Critical accounting policies are those policies that management believes are the most important to our financial position and results of operations. Application of critical accounting policies requires management to make estimates, assumptions, and judgments based on information available as of the date of the financial statements that affect the amounts reported in the financial statements and accompanying notes. Future changes in information may affect these estimates, assumptions, and judgments, which may affect the amounts reported in the financial statements. The most significant of our accounting policies are presented in Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Along with the disclosures presented in the other financial statement notes and in this discussion, these policies provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, judgments, and estimates, management determined that our accounting policies for the allowance for credit losses, evaluation of impairment of securities, and income taxes are considered to be our critical accounting policies. Allowance for Credit Losses The determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, consideration of current economic trends, and other factors, all of which are susceptible to significant change. Credit exposures deemed to be uncollectible are charged-off against the allowance for loan and covered loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan and covered loan losses. Additions to the allowance for loan and covered loan losses are established through the provision for loan and covered loan losses charged to expense. The amount charged to operating expense depends on a number of factors, including historic loan growth, changes in the composition of the loan portfolio, net charge-off levels, and our assessment of the allowance for loan and covered loan losses. For a full discussion of our methodology for determining the allowance for credit losses, see Note 1 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Valuation of Securities The fair values of securities, excluding CDOs, are based on quoted prices obtained from third party pricing services or dealer market participants where a ready market for such securities exists. We estimate fair value on CDOs using a cash flow model with the assistance of a structured credit valuation firm since an active market does not exist for these securities. The valuation for each of the CDOs relies on independently verifiable historical financial data. The valuation firm performs a credit analysis of each of the entities comprising the collateral underlying each CDO to estimate the entities’ likelihood of default on their trust-preferred obligations. Cash flows are modeled based on the contractual terms of the CDO and discounted to their present values to derive the estimated fair value of the individual CDO, as well as any credit loss or impairment. We believe the model uses reasonable assumptions to estimate fair values where no market exists for these investments. 81 On a quarterly basis, we assess securities with unrealized losses to determine whether OTTI has occurred. In evaluating OTTI, the Company considers many factors including the severity and duration of the impairment; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades for debt securities; intent to hold the security until its value recovers; and the likelihood that the Company would be required to sell the securities before a recovery in value, which may be at maturity. The term ‘‘other-than-temporary’’ is not intended to indicate that the decline is permanent. It indicates that the prospects for near-term recovery are not necessarily favorable or there is a lack of evidence to support fair values greater than or equal to the carrying value of the investment. Securities for which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss and included in net securities gains (losses), but only to the extent the impairment is related to credit deterioration. The amount of the impairment related to other factors is recognized in other comprehensive (loss) income unless management intends to sell the security in a short period of time or believes it is more likely than not that it will be required to sell the security prior to full recovery. For additional discussion on securities, see Notes 1 and 3 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. Income Taxes We determine our income tax expense based on management’s judgments and estimates regarding permanent differences in the treatment of specific items of income and expense for financial statement and income tax purposes. These permanent differences result in an effective tax rate that differs from the federal statutory rate. In addition, we recognize deferred tax assets and liabilities in the Consolidated Statements of Financial Condition based on management’s judgment and estimates regarding timing differences in the recognition of income and expenses for financial statement and income tax purposes. We also assess the likelihood that any deferred tax assets will be realized through the reduction or refund of taxes in future periods and establish a valuation allowance for those assets for which recovery is not more likely than not. In making this assessment, management makes judgments and estimates regarding the ability to realize the asset through carryback to taxable income in prior years, the future reversal of existing taxable temporary differences, future taxable income, and the possible application of future tax planning strategies. Management believes that it is more likely than not that deferred tax assets included in the accompanying Consolidated Statements of Financial Condition will be fully realized, although there is no guarantee that those assets will be recognizable in future periods. For additional discussion of income taxes, see Notes 1 and 14 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The disclosures set forth in this item are qualified by Item 1A. Risk Factors and the section captioned ‘‘Cautionary Statement Regarding Forward-Looking Statements’’ included in Item 7 ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ of this report, and other cautionary statements set forth elsewhere in this report. Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Interest rate risk is our primary market risk and is the result of repricing, basis, and option risk. Repricing risk represents timing mismatches in our ability to alter contractual rates earned on interest-earning assets or paid on interest-bearing liabilities in response to changes in market interest rates. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of the spread between the rate earned on a loan or investment and the rate paid to fund that investment. Option risk arises from the ‘‘embedded options’’ present in many financial instruments, such as loan prepayment options or deposit early withdrawal options. These provide customers opportunities to take advantage of directional changes in interest rates and could have an adverse impact on our margin performance. We seek to achieve consistent growth in net interest income and net income while managing volatility that arises from shifts in interest rates. The Bank’s Asset Liability Committee (‘‘ALCO’’) oversees financial risk management by developing programs to measure and manage interest rate risks within authorized limits set by the Bank’s Board 82 of Directors. ALCO also approves the Bank’s asset and liability management policies, oversees the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviews the Bank’s interest rate sensitivity position. Management uses net interest income simulation modeling to analyze and capture exposure of earnings to changes in interest rates. Net Interest Income Sensitivity The analysis of net interest income sensitivity assesses the magnitude of changes in net interest income over a twelve-month measurement period resulting from immediate changes in interest rates using multiple rate scenarios. These scenarios include, but are not limited to, a flat or unchanged rate environment, immediate increases of 100, 200, and 300 basis points, and an immediate decrease of 100 basis points. Due to the low interest rate environment as of December 31, 2013 and 2012, management determined that an immediate decrease in interest rates greater than 100 basis points was not meaningful. This simulation analysis is based on actual cash flows and repricing characteristics for balance sheet and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities. In addition, this sensitivity analysis examines assets and liabilities at the beginning of the measurement period and does not assume any changes from growth or business plans over the next twelve months. Interest-earning assets and interest-bearing liabilities are assumed to re-price based on contractual terms over the twelve-month measurement period assuming an instantaneous parallel shift in interest rates in effect at the beginning of the measurement period. The simulation analysis also incorporates assumptions based on the historical behavior of deposit rates in relation to interest rates. Because these assumptions are inherently uncertain, the simulation analysis cannot definitively measure net interest income or predict the impact of the fluctuation in interest rates on net interest income. Actual results may differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies. Our balance sheet is asset sensitive based on repricing and maturity characteristics and simulation analysis assumptions. The Bank’s current simulation analysis indicates we would benefit from rising interest rates. Interest- earning assets consist of short and long-term products. As of December 31, 2013, 53% of the loan portfolio consisted of fixed rate loans and 47% were floating rate loans. Investments, consisting of securities and interest- bearing deposits in other banks, are more heavily weighted toward fixed rate securities at 72% of the total compared to 28% for floating rate interest-bearing deposits in other banks. Fixed rate loans are most sensitive to the 3-5 year portion of the yield curve and the Bank limits its loans with maturities that extend beyond 5 years. The majority of floating rate loans are indexed to the short-term Prime or LIBOR rates. The amount of floating rate loans with interest rate floors was $807.3 million, or 34%, of the floating rate loan portfolio as of December 31, 2013. On the liability side of the balance sheet, 80% of deposits are demand deposits and interest-bearing transactional deposits, which either do not pay interest or the interest rates are expected to rise at a slower pace than short-term interest rates. Analysis of Net Interest Income Sensitivity (Dollar amounts in thousands) Immediate Change in Rates +300 +200 +100 (cid:1)100 December 31, 2013: Dollar change .................................................... Percent change ................................................... $ 45,209 17.3% $ 28,307 10.8% $ 11,925 4.6% $ (11,791) (4.5)% December 31, 2012: Dollar change .................................................... Percent change ................................................... $ 31,488 12.4% $ 18,351 7.2% $ 7,707 3.0% $ (11,747) (4.6)% The sensitivity of estimated net interest income to an instantaneous parallel shift in interest rate changes is reflected as both dollar and percent changes. This table illustrates that an instantaneous 200 basis point rise in interest rates as 83 of December 31, 2013 would increase net interest income $28.3 million, or 10.8%, over the next twelve months compared to no change in interest rates. This same measure was $18.4 million, or 7.2%, as of December 31, 2012. Overall, in rising interest rate scenarios, interest rate risk volatility was more positive at December 31, 2013 compared to December 31, 2012. During 2013, floating rate loan balances increased, funded through an increase in interest-bearing transactional deposits, which are less rate sensitive. In addition, the number of commercial floating rate loans with floors decreased as a percentage of the portfolio, resulting in loan yields that will increase more significantly with rising interest rates compared to the prior year. While net interest income is projected to decline in a decreasing interest rate environment, we believe the risk of a significant decrease in interest rates is minimal. 84 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Management’s Responsibility for Financial Statements To Our Stockholders: The accompanying consolidated financial statements were prepared by management, which is responsible for the integrity and objectivity of the data presented. In the opinion of management, the financial statements, which necessarily include amounts based on management’s estimates and judgments, have been prepared in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP, an independent registered public accounting firm, has audited these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and has expressed its unqualified opinion on these financial statements. The Audit Committee of the Board of Directors, which oversees the Company’s financial reporting process on behalf of the Board of Directors, is composed entirely of independent directors (as defined by the listing standards of NASDAQ). The Audit Committee meets periodically with management, the independent accountants, and the internal auditors to review matters relating to the Company’s financial statements, compliance with legal and regulatory requirements relating to financial reporting and disclosure, annual financial statement audit, engagement of independent accountants, internal audit function, and system of internal controls. The internal auditors and the independent accountants periodically meet alone with the Audit Committee and have access to the Audit Committee at any time. 2APR201213102221 Michael L. Scudder President and Chief Executive Officer March 3, 2014 3MAR201210191306 Paul F. Clemens Executive Vice President and Chief Financial Officer 85 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of First Midwest Bancorp, Inc. We have audited the accompanying consolidated statements of financial condition of First Midwest Bancorp, Inc. (the ‘‘Company’’) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 3, 2014 expressed an unqualified opinion thereon. 27FEB200923311029 Chicago, Illinois March 3, 2014 86 FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Amounts in thousands, except per share data) Assets Cash and due from banks ............................................................................. Interest-bearing deposits in other banks ........................................................... Trading securities, at fair value ...................................................................... Securities available-for-sale, at fair value ......................................................... Securities held-to-maturity, at amortized cost (fair value 2013 – $43,387; 2012 – $36,023) ................................................................................................. Federal Home Loan Bank (‘‘FHLB’’) and Federal Reserve Bank stock, at cost....... Loans, excluding covered loans ...................................................................... Covered loans ............................................................................................. Allowance for loan and covered loan losses ..................................................... Net loans ................................................................................................ Other real estate owned (‘‘OREO’’), excluding covered OREO ............................ Covered OREO ........................................................................................... Federal Deposit Insurance Corporation (‘‘FDIC’’) indemnification asset ................ Premises, furniture, and equipment ................................................................. Investment in bank-owned life insurance (‘‘BOLI’’) ........................................... Goodwill and other intangible assets ............................................................... Accrued interest receivable and other assets ..................................................... Total assets .......................................................................................... Liabilities Noninterest-bearing deposits .......................................................................... Interest-bearing deposits ............................................................................... Total deposits .......................................................................................... Borrowed funds........................................................................................... Senior and subordinated debt......................................................................... Accrued interest payable and other liabilities .................................................... Total liabilities......................................................................................... Stockholders’ Equity Common stock............................................................................................ Additional paid-in capital.............................................................................. Retained earnings ........................................................................................ Accumulated other comprehensive loss, net of tax............................................. Treasury stock, at cost.................................................................................. December 31, 2013 2012 $ 110,417 476,824 17,317 1,112,725 $ 149,420 566,846 14,162 1,082,403 44,322 35,161 5,580,005 134,355 (85,505) 5,628,855 32,473 8,863 16,585 120,204 193,167 276,366 180,128 8,253,407 1,911,602 4,854,499 6,766,101 224,342 190,932 70,590 7,251,965 858 414,293 853,740 (26,792) (240,657) $ $ $ $ 34,295 47,232 5,189,676 197,894 (99,446) 5,288,124 39,953 13,123 37,051 121,596 206,405 281,059 218,170 8,099,839 1,762,903 4,909,352 6,672,255 185,984 214,779 85,928 7,158,946 858 418,318 786,453 (15,660) (249,076) 940,893 Total stockholders’ equity .......................................................................... 1,001,442 Total liabilities and stockholders’ equity ................................................... $ 8,253,407 $ 8,099,839 Par value............................................................... Shares authorized ................................................... Shares issued ......................................................... Shares outstanding .................................................. Treasury shares ...................................................... See accompanying notes to the consolidated financial statements. December 31, 2013 December 31, 2012 Preferred Shares None 1,000 - - - Common Shares $ 0.01 100,000 85,787 75,071 10,716 Preferred Shares None 1,000 - - - Common Shares $ 0.01 100,000 85,787 74,840 10,947 87 FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) Interest Income Loans, excluding covered loans................................................................... Covered loans.......................................................................................... Investment securities – taxable.................................................................... Investment securities – tax-exempt .............................................................. Other short-term investments...................................................................... $ Total interest income ............................................................................. Interest Expense Deposits ................................................................................................. Borrowed funds ....................................................................................... Senior and subordinated debt ..................................................................... Total interest expense ............................................................................ Net interest income ............................................................................... Provision for loan and covered loan losses ................................................. Net interest income after provision for loan and covered loan losses............... Noninterest Income Service charges on deposit accounts ............................................................ Card-based fees ....................................................................................... Wealth management fees ........................................................................... Mortgage banking income ......................................................................... Merchant servicing fees ............................................................................ Other service charges, commissions, and fees ................................................ Net securities gains (losses) ....................................................................... BOLI (loss) income.................................................................................. Gain on termination of FHLB forward commitments ...................................... Gain on bulk loan sales............................................................................. Other income .......................................................................................... Years ended December 31, 2012 2011 2013 239,224 13,804 12,249 18,644 3,326 287,247 11,901 1,607 13,607 27,115 260,132 16,257 243,875 36,526 21,649 24,185 5,306 10,953 7,663 34,164 (11,844) 7,829 - 4,452 $ 248,752 15,873 12,670 20,253 3,021 300,569 18,052 2,009 14,840 34,901 265,668 158,052 107,616 36,699 20,852 21,791 2,689 10,806 4,486 (921) 1,307 - 5,153 7,086 $ 252,865 28,904 14,115 22,544 3,083 321,511 27,256 2,743 9,892 39,891 281,620 80,582 201,038 37,879 19,593 20,324 454 10,911 5,021 2,410 2,231 - - 3,114 Total noninterest income ........................................................................ 140,883 109,948 101,937 Noninterest Expense Salaries and wages ................................................................................... Retirement and other employee benefits ....................................................... Net occupancy and equipment expense......................................................... Professional services................................................................................. Technology and related costs ...................................................................... Net OREO expense .................................................................................. FDIC premiums ....................................................................................... Advertising and promotions ....................................................................... Merchant card expense.............................................................................. Adjusted amortization of FDIC indemnification asset ..................................... Other expenses ........................................................................................ Total noninterest expense ....................................................................... Income (loss) before income tax expense (benefit) ...................................... Income tax expense (benefit) .................................................................. Net income (loss) ................................................................................. Preferred dividends and accretion on preferred stock ...................................... Net (income) loss applicable to non-vested restricted shares ............................. Net income (loss) applicable to common shares ....................................... Per Common Share Data Basic earnings (loss) per common share ....................................................... Diluted earnings (loss) per common share .................................................... Weighted-average common shares outstanding ............................................... Weighted-average diluted common shares outstanding ..................................... See accompanying notes to the consolidated financial statements. 112,631 26,119 31,832 21,922 11,335 8,547 6,438 7,754 8,780 1,500 19,879 256,737 128,021 48,715 79,306 - (1,107) 78,199 1.06 1.06 73,984 73,994 $ $ 105,231 25,524 32,699 29,614 11,846 10,521 6,926 5,073 8,584 6,705 24,777 267,500 (49,936) (28,882) (21,054) - 306 (20,748) (0.28) (0.28) 73,665 73,666 $ $ 101,703 27,071 32,953 26,356 10,905 16,293 7,990 6,198 8,643 - 23,792 261,904 41,071 4,508 36,563 (10,776) (350) 25,437 0.35 0.35 73,289 73,289 $ $ 88 FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands) Years Ended December 31, 2012 2011 2013 $ 79,306 $ (21,054) $ 36,563 Net income (loss) ............................................................... Securities available-for-sale Unrealized holding (losses) gains: Before tax ...................................................................... Tax effect ....................................................................... Net of tax ................................................................... Reclassification of net gains (losses) included in net income (loss): Before tax ...................................................................... Tax effect ....................................................................... Net of tax ................................................................... Net unrealized holding (losses) gains ..................................... Unrecognized net pension costs Unrealized holding gains (losses): Before tax ...................................................................... Tax effect ....................................................................... Net of tax ................................................................... (2,054) 711 (1,343) 34,164 (13,973) 20,191 (21,534) 17,600 (7,198) 10,402 1,513 (588) 925 (921) 377 (544) 1,469 (6,520) 2,667 (3,853) (2,384) 34,303 (13,427) 20,876 2,410 (986) 1,424 19,452 (8,860) 3,871 (4,989) 14,463 Total other comprehensive (loss) income .......................... (11,132) Total comprehensive income (loss)................................ $ 68,174 $ (23,438) $ 51,026 Accumulated Unrealized (Loss) Gain on Securities Available- for-Sale Total Accumulated Other Unrecognized Net Pension Comprehensive Costs Loss Balance at December 31, 2010 ............................................. Other comprehensive income (loss) ....................................... $ (19,806) 19,452 $ Balance at December 31, 2011 ............................................. Other comprehensive income (loss) ....................................... Balance at December 31, 2012 ............................................. Other comprehensive (loss) income ....................................... (354) 1,469 1,115 (21,534) (7,933) (4,989) (12,922) (3,853) (16,775) 10,402 $ (27,739) 14,463 (13,276) (2,384) (15,660) (11,132) Balance at December 31, 2013 ............................................. $ (20,419) $ (6,373) $ (26,792) See accompanying notes to the consolidated financial statements. 89 FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Amounts in thousands, except per share data) Common Shares Out- standing Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total 74,096 - $ 190,882 - $ 858 - $ 437,550 - $ 787,678 36,563 $ (27,739) 14,463 $ (277,184) - $ 1,112,045 51,026 Balance at December 31, 2010 .. Comprehensive income .............. Common dividends declared ($0.04 per common share)....... Preferred dividends declared ($44.86 per preferred share)..... Accretion on preferred stock ....... Redemption of preferred stock .... Redemption of common stock warrant ............................... Share-based compensation expense .............................. Restricted stock activity ............. Treasury stock issued to benefit plans.................................. Balance at December 31, 2011 .. Comprehensive loss .................. Common dividends declared ($0.04 per common share)....... Share-based compensation expense .............................. Restricted stock activity ............. Treasury stock (purchased for) issued to benefit plans............ Balance at December 31, 2012 .. Comprehensive income (loss) ...... Common dividends declared ($0.16 per common share)....... Share-based compensation expense .............................. Restricted stock activity ............. Treasury stock (purchased for) issued to benefit plans............ - - - - - - 335 4 74,435 - - - 408 (3) 74,840 - - - 234 (3) - - 2,118 (193,000) - - - - - - - - - - - - - - - - - - - - - - - - - 858 - - - - - 858 - - - - - - - - - (910) 6,362 (14,895) (106) 428,001 - (2,978) (8,658) (2,118) - - - - - - - - - - - - - - - - - - - 13,507 194 810,487 (21,054) (13,276) (2,384) (263,483) - - (2,980) - - - 6,004 (15,604) (83) 418,318 - - - - - - - 14,284 123 786,453 79,306 (15,660) (11,132) (249,076) - - (12,019) 5,903 (9,814) (114) - - - - - - - - (12,019) - 8,276 143 5,903 (1,538) 29 (2,978) (8,658) - (193,000) (910) 6,362 (1,388) 88 962,587 (23,438) (2,980) 6,004 (1,320) 40 940,893 68,174 Balance at December 31, 2013 .. 75,071 $ $ 858 $ 414,293 $ 853,740 $ (26,792) $ (240,657) $ 1,001,442 See accompanying notes to the consolidated financial statements. 90 FIRST MIDWEST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) Years ended December 31, 2013 2012 2011 $ 79,306 $ (21,054) $ 36,563 Operating Activities Net income (loss) ..................................................................................................... Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for loan and covered loan losses .................................................................. Depreciation of premises, furniture, and equipment ...................................................... Net amortization of premium on securities.................................................................. Net securities (gains) losses..................................................................................... Gains on sales of loans .......................................................................................... Gain on termination of FHLB forward commitments .................................................... Gain on FDIC-assisted transaction ............................................................................ Net losses on early extinguishment of debt ................................................................. Net losses on sales and valuation adjustments of OREO ................................................ Net (gains) losses on sales and valuation adjustments of premises, furniture, and equipment.. BOLI loss (income) ............................................................................................... Net pension cost ................................................................................................... Share-based compensation expense ........................................................................... Tax (expense) benefit related to share-based compensation ............................................. Net decrease (increase) in net deferred tax assets ......................................................... Amortization of other intangible assets ...................................................................... Originations of mortgage loans held-for-sale ............................................................... Proceeds from sales of mortgage loans held-for-sale ..................................................... Net (increase) decrease in trading securities ................................................................ Net decrease in accrued interest receivable and other assets............................................ Net (decrease) increase in accrued interest payable and other liabilities ............................. 16,257 11,038 9,174 (34,164) (4,717) (7,829) - 1,034 3,908 (79) 11,844 2,169 5,903 (10) 33,467 3,278 (40,681) 37,788 (3,155) 30,696 (21,859) Net cash provided by operating activities ............................................................. 133,368 Investing Activities Proceeds from maturities, repayments, and calls of securities available-for-sale ................... Proceeds from sales of securities available-for-sale ....................................................... Purchases of securities available-for-sale .................................................................... Proceeds from maturities, repayments, and calls of securities held-to-maturity .................... Purchases of securities held-to-maturity...................................................................... Redemption of FHLB stock..................................................................................... Proceeds from bulk loan sales.................................................................................. Net increase in loans ............................................................................................. Proceeds from claims on BOLI, net of purchases ......................................................... Proceeds from sales of OREO ................................................................................. Proceeds from sales of premises, furniture, and equipment ............................................. Purchases of premises, furniture, and equipment .......................................................... Proceeds received from the FDIC in FDIC-assisted transactions ...................................... Other net cash proceeds received in FDIC-assisted transactions ....................................... Net cash (used in) provided by investing activities ................................................. Financing Activities Net cash proceeds received in acquisition of deposits .................................................... Net increase (decrease) in deposit accounts................................................................. Net increase (decrease) in borrowed funds .................................................................. (Payments for the retirement) proceeds from the issuance of subordinated debt................... Proceeds received from the termination of FHLB forward commitments............................ Redemption of preferred stock and related common stock warrant ................................... Cash dividends paid............................................................................................... Restricted stock activity.......................................................................................... Excess tax benefit (expense) related to share-based compensation.................................... Net cash provided by (used in) financing activities ............................................. Net (decrease) increase in cash and cash equivalents .............................................. Cash and cash equivalents at beginning of year ..................................................... 219,458 78,636 (335,442) 7,043 (17,070) 12,071 - (351,616) 1,394 25,797 1,463 (11,030) - - (369,296) - 93,846 38,358 (24,094) 7,829 - (7,508) (1,607) 79 106,903 (129,025) 716,266 158,052 10,874 22,433 921 (7,422) - (3,289) 558 4,886 2,695 (1,307) 2,813 6,004 170 (29,279) 3,372 - - 307 10,117 8,973 169,824 362,481 153,668 (588,429) 66,215 (48,999) 11,918 94,470 (272,618) 1,137 50,566 6,768 (8,764) 21,996 4,984 (144,607) - 120,362 (29,343) (37,033) - - (2,977) (1,469) (21) 49,519 74,736 641,530 80,582 10,995 10,314 (2,410) - - - - 9,686 1,252 (2,231) 3,911 6,362 (179) 2,160 3,802 - 236 813 7,801 (2,536) 167,121 271,511 188,556 (391,282) 83,113 (62,251) 3,151 - (14,297) 2,588 37,731 5,542 (11,018) - - 113,344 106,499 (139,037) (98,603) 114,387 - (193,910) (12,838) (1,256) 47 (224,711) 55,754 585,776 Cash and cash equivalents at end of year.......................................................... $ 587,241 $ 716,266 $ 641,530 Supplemental Disclosures of Cash Flow Information: Income taxes paid (refunded) ...................................................................................... Interest paid to depositors and creditors ........................................................................ Dividends declared, but unpaid .................................................................................... Non-cash transfers of loans held-for-investment to loans held-for-sale .................................. Non-cash transfers of loans held-for-sale to loans held-for-investment .................................. Non-cash transfers of loans to OREO ........................................................................... Non-cash transfer of an investment from other assets to securities available-for-sale................ Non-cash transfers of premises, furniture, and equipment to OREO..................................... Non-cash transfers of OREO to premises, furniture, and equipment..................................... $ 4,945 27,599 5,260 1,925 - 17,965 2,787 - - $ (6,845) 36,036 749 93,714 1,957 47,628 - 1,833 - $ (12,388) 40,429 746 12,320 - 52,249 - - 841 See accompanying notes to the consolidated financial statements. 91 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations – First Midwest Bancorp, Inc. (the ‘‘Company’’) is a bank holding company that was incorporated in Delaware in 1982 and began operations on March 31, 1983. The Company is headquartered in Itasca, Illinois and has operations located primarily in the suburban metropolitan Chicago area, as well as central and western Illinois, eastern Iowa, and northwestern Indiana. The Company operates three wholly owned subsidiaries: First Midwest Bank (the ‘‘Bank’’), Catalyst Asset Holdings, LLC (‘‘Catalyst’’), and Parasol Investment Management, LLC (‘‘Parasol’’). The Bank conducts the majority of the Company’s operations. Catalyst manages a portion of the Company’s non-performing assets. Parasol serves in an advisory capacity to certain wealth management accounts with the Bank. The Company is engaged in commercial and retail banking and offers a comprehensive selection of financial products and services, including lending, depository, wealth management, and other related financial services tailored to the needs of its individual, business, institutional, and governmental customers. Principles of Consolidation – The accompanying consolidated financial statements include the financial position and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements. Basis of Presentation – The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles (‘‘GAAP’’) and general practice within the banking industry. The Company uses the accrual basis of accounting for financial reporting purposes. Certain reclassifications were made to prior year amounts to conform to the current year presentation. Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates. The following is a summary of the Company’s significant accounting policies. Business Combinations – Business combinations are accounted for under the purchase method of accounting. The net assets of the acquired business are recorded at their estimated fair values as of the date of acquisition, with any excess of the cost over the fair value of the identifiable intangible assets recorded as goodwill. The results of operations of the acquired business are included in the Consolidated Statements of Income from the effective date of the acquisition. Cash and Cash Equivalents – For purposes of the Consolidated Statements of Cash Flows, management defines cash and cash equivalents to include cash and due from banks, interest-bearing deposits in other banks, and other short-term investments, if any, such as federal funds sold and securities purchased under agreements to resell. Securities – Securities are classified as held-to-maturity, trading, or available-for-sale at the time of purchase. Securities Held-to-Maturity – Securities classified as held-to-maturity are securities for which management has the positive intent and ability to hold to maturity. These securities are stated at cost and adjusted for amortization of premiums and accretion of discounts over the estimated lives of the securities using the effective interest method. Trading Securities – The Company’s trading securities consist of diversified investment securities held in a grantor trust under deferred compensation arrangements in which plan participants may direct amounts earned to be invested in securities other than Company stock. The accounts of the grantor trust are consolidated with the accounts of the Company in its consolidated financial statements. Trading securities are reported at fair value. Net trading gains (losses) represent changes in the fair value of the trading securities portfolio and are included in other noninterest income in the Consolidated Statements of Income. The corresponding deferred compensation 92 obligation is also reported at fair value with unrealized gains and losses recognized as a component of compensation expense. Other than the securities held in the grantor trust, the Company does not carry any securities for trading purposes. Securities Available-for-Sale – All other securities are classified as available-for-sale. Securities available-for-sale are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders’ equity as a separate component of accumulated other comprehensive loss. The historical cost of debt securities is adjusted for amortization of premiums and accretion of discounts over the estimated life of the security using the effective interest method. Amortization of premiums and accretion of discounts are included in interest income. Purchases and sales of securities are recognized on a trade date basis. Realized securities gains or losses are reported in net securities gains (losses) in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. On a quarterly basis, the Company individually assesses securities with unrealized losses to determine whether there were any events or circumstances indicating that an other-than-temporary impairment (‘‘OTTI’’) has occurred. In evaluating OTTI, the Company considers many factors, including (i) the severity and duration of the impairment; (ii) the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades for debt securities; (iii) its intent to hold the security until its value recovers; and (iv) the likelihood that it will be required to sell the security before a recovery in value, which may be at maturity. If management intends to sell the security or believes it is more likely than not that it will be required to sell the security prior to full recovery, an OTTI charge will be recognized through income as a realized loss and included in net securities gains (losses) in the Consolidated Statements of Income. If management does not expect to sell the security or believes it is not more likely than not that it will be required to sell the security prior to full recovery, the OTTI is separated into the amount related to credit deterioration, which is recognized through income as a realized loss, and the amount resulting from other factors, which is recognized in other comprehensive (loss) income. FHLB and Federal Reserve Bank Stock – The Company, as a member of the FHLB and Federal Reserve Bank, is required to maintain an investment in the capital stock of the FHLB and Federal Reserve Bank. No ready market exists for these stocks, and they have no quoted market values. The stock is redeemable at par by the Federal Reserve Bank and FHLB and is, therefore, carried at cost and periodically evaluated for impairment. Loans – Loans held-for-investment are loans that the Company intends to hold until they are paid in full and are carried at the principal amount outstanding, including certain net deferred loan origination fees. Interest income on loans is accrued based on principal amounts outstanding. Loan origination fees, commitment fees, and certain direct loan origination costs are deferred, and the net amount is amortized as a yield adjustment over the contractual life of the related loans or commitments and included in interest income. Fees related to standby letters of credit are amortized into fee income over the contractual life of the commitment. Other credit-related fees are recognized as fee income when earned. Loans held-for-sale are carried at the lower of aggregate cost or fair value and included in other assets in the Consolidated Statements of Financial Condition. Purchased Impaired Loans – Purchased impaired loans include acquired loans that had evidence of credit deterioration since origination and it was probable at acquisition that the Company would not collect all contractually required principal and interest payments. Evidence of credit deterioration was evaluated using various indicators, such as past due and non-accrual status. Other key considerations and indicators included past performance of the failed institutions’ credit underwriting standards, completeness and accuracy of credit files, maintenance of risk ratings, and age of appraisals. Lease and revolving loans do not qualify to be accounted for as purchased impaired loans, due to their nature. Purchased impaired loans are recorded at fair value on the acquisition date, and are accounted for prospectively based on estimates of expected cash flows. No allowance for credit losses is recorded on these loans at the acquisition date. To estimate the fair value, the Company generally aggregates purchased consumer loans and certain smaller balance commercial loans into pools of loans with common risk characteristics, such as delinquency status, credit score, and internal risk rating. The fair values of larger balance commercial loans are estimated on an individual basis. Expected future cash flows in excess of the fair value of loans at the purchase date (‘‘accretable yield’’) are recorded as interest income over the life of the loans if the timing and amount of the future cash flows can be reasonably estimated. The non-accretable yield represents the difference between contractually required payments and the cash flows expected to be collected at acquisition. 93 Subsequent increases in cash flows are recognized as interest income prospectively. The present value of any decreases in expected cash flows is recognized by recording a charge-off through the allowance for loan and covered loan losses or establishing an allowance for loan and covered loan losses. Non-accrual Loans – Generally, corporate loans are placed on non-accrual status (i) when either principal or interest payments become 90 days or more past due unless the loan is sufficiently collateralized such that full repayment of both principal and interest is expected and is in the process of collection within a reasonable period or (ii) when an individual analysis of a borrower’s creditworthiness warrants a downgrade to non-accrual regardless of past due status. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for loan losses. After the loan is placed on non-accrual, all debt service payments are applied to the principal on the loan. Future interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Non-accrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate that the Company will collect all principal and interest. Commercial loans and loans secured by real estate are charged-off when deemed uncollectible. A loss is recorded if the net realizable value of the underlying collateral is less than the outstanding principal and interest. Consumer loans that are not secured by real estate are subject to mandatory charge-off at a specified delinquency date and are usually not classified as non-accrual prior to being charged-off. Closed-end consumer loans, which include installment, automobile, and single payment loans, are usually charged-off no later than the end of the month in which the loan becomes 120 days past due. Purchased impaired loans are generally considered accruing loans unless reasonable estimates of the timing and amount of future cash flows cannot be determined. Loans without reasonable cash flow estimates are classified as non-accrual loans, and interest income is not recognized on those loans until the timing and amount of the future cash flows can be reasonably determined. Troubled Debt Restructurings (‘‘TDRs’’) – A restructuring is considered a TDR when (i) the borrower is experiencing financial difficulties and (ii) the creditor grants a concession, such as forgiveness of principal, reduction of the interest rate, changes in payments, or extension of the maturity date. Loans are not classified as TDRs when the modification is short-term or results in an insignificant delay in payments. The Company’s TDRs are determined on a case-by-case basis. The Company does not accrue interest on a TDR unless it believes collection of all principal and interest under the modified terms is reasonably assured. For a TDR to begin accruing interest, the borrower must demonstrate both some level of past performance and the future capacity to perform under the modified terms. Generally, six months of consecutive payment performance under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower’s current creditworthiness is used to assess the borrower’s capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. If the loan was restructured at below market rates and terms, it continues to be separately reported as restructured until it is paid in full or charged-off. Impaired Loans – Impaired loans consist of corporate non-accrual loans and TDRs. A loan is considered impaired when it is probable that the Company will not collect all contractual principal and interest. With the exception of accruing TDRs, impaired loans are classified as non-accrual and are exclusive of smaller homogeneous loans, such as home equity, 1-4 family mortgages, and installment loans. Impaired loans with balances under a specified threshold are not individually evaluated for impairment. For all other impaired loans, impairment is measured by comparing the estimated value of the loan to the recorded book value. The value of collateral-dependent loans is based on the fair value of the underlying collateral, less costs to sell. The value of other loans is measured using the present value of expected future cash flows discounted at the loan’s initial effective interest rate. Purchased impaired loans are not reported as impaired loans provided that estimates of the timing and amount of future cash flows can be reasonably determined. 94 90-Days Past Due Loans – The Company’s accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is sufficiently collateralized and in the process of renewal or collection. Allowance for Credit Losses – The allowance for credit losses is comprised of the allowance for loan losses, the allowance for covered loan losses, and the reserve for unfunded commitments, and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, consideration of current economic trends, and other factors. Loans deemed to be uncollectible are charged-off against the allowance for loan and covered loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan and covered loan losses. Additions to the allowance for loan and covered loan losses are charged to expense through the provision for loan and covered loan losses. The amount of provision depends on a number of factors, including net charge-off levels, loan growth, changes in the composition of the loan portfolio, and the Company’s assessment of the allowance for loan and covered loan losses based on the methodology discussed below. Allowance for Loan Losses – The allowance for loan losses consists of (i) specific reserves for individual loans where the recorded investment exceeds the value, (ii) an allowance based on a loss migration analysis that uses historical credit loss experience for each loan category, and (iii) and allowance based on other internal and external qualitative factors. The specific reserves component of the allowance for loan losses is based on a periodic analysis of impaired loans exceeding a fixed dollar amount. If the value of an impaired loan is less than the recorded book value, the Company either establishes a valuation allowance (i.e., a specific reserve) equal to the excess of the book value over the value of the loan as a component of the allowance for loan losses or charges off the amount if it is a confirmed loss. The general reserve component is based on a loss migration analysis, which examines actual loss experience by loan category for a rolling 8-quarter period and the related internal risk rating for corporate loans. The loss migration analysis is updated quarterly using actual loss experience. This component is then adjusted based on management’s consideration of many internal and external qualitative factors, including: (cid:127) Changes in the composition of the loan portfolio, trends in the volume of loans, and trends in delinquent and non-accrual loans that could indicate that historical trends do not reflect current conditions. (cid:127) Changes in credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices. (cid:127) Changes in the experience, ability, and depth of credit management and other relevant staff. (cid:127) Changes in the quality of the Company’s loan review system and Board of Directors oversight. (cid:127) The effect of any concentration of credit and changes in the level of concentrations, such as loan type or risk rating. (cid:127) Changes in the value of the underlying collateral for collateral-dependent loans. (cid:127) Changes in the national and local economy that affect the collectability of various segments of the portfolio. (cid:127) The effect of other external factors, such as competition and legal and regulatory requirements, on the Company’s loan portfolio. Allowance for Covered Loan Losses – The Company’s allowance for covered loan losses reflects the difference between the carrying value and the discounted present value of the estimated cash flows of the covered purchased impaired loans. On a periodic basis, the adequacy of this allowance is determined through a re-estimation of cash flows on all of the outstanding covered purchased impaired loans using either a probability of default/loss given default (‘‘PD/LGD’’) methodology or a specific review methodology. The PD/LGD model is an expected loss model that estimates future cash flows using a probability of default curve and loss given default estimates. Reserve for Unfunded Commitments – The Company also maintains a reserve for unfunded commitments, including letters of credit, for the risk of loss inherent in these arrangements. The reserve for unfunded commitments is estimated using the loss migration analysis from the allowance for loan losses, adjusted for probabilities of future funding requirements. The reserve for unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Condition. 95 The establishment of the allowance for credit losses involves a high degree of judgment given the difficulty of assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and information available, the adequacy of the allowance for credit losses depends on a variety of factors beyond the Company’s control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk classifications by regulatory authorities. OREO – OREO consists of properties acquired through foreclosure in partial or total satisfaction of defaulted loans. At initial transfer into OREO, properties are recorded at fair value, less estimated selling costs. Subsequently, OREO is carried at the lower of the cost basis or fair value, less estimated selling costs. OREO also includes excess properties that the Company no longer intends to utilize. Those properties are transferred to OREO at the lower of their historical cost, less accumulated depreciation, or fair value, which represents the current appraised value of the properties, less selling costs. OREO write-downs occurring at the transfer date are charged against the allowance for loan and covered loan losses. Subsequent to the initial transfer, the carrying values of OREO may be adjusted to reflect reductions in value resulting from new appraisals, new list prices, changes in market conditions, or changes in disposition strategies. These valuation adjustments, along with expenses related to maintenance of the properties, are included in net OREO expense in the Consolidated Statements of Income. FDIC Indemnification Asset – The majority of loans and OREO acquired through FDIC-assisted transactions are covered by loss share agreements with the FDIC (the ‘‘FDIC Agreements’’), under which the FDIC reimburses the Company for the majority of the losses and eligible expenses related to these assets. The FDIC indemnification asset represents the present value of future expected reimbursements from the FDIC. Since the indemnified items are covered loans and covered OREO, which are initially measured at fair value, the FDIC indemnification asset is also initially measured at fair value by discounting the cash flows expected to be received from the FDIC. These cash flows are estimated by multiplying estimated losses on purchased impaired loans and OREO by the reimbursement rates in the FDIC Agreements. The balance of the FDIC indemnification asset is adjusted periodically to reflect changes in estimated cash flows. Decreases in estimated reimbursements from the FDIC are recorded prospectively through amortization and increases in estimated reimbursements from the FDIC are recognized by an increase in the carrying value of the indemnification asset. Payments from the FDIC for reimbursement of losses result in a reduction of the FDIC indemnification asset. Depreciable Assets – Premises, furniture, and equipment are stated at cost, less accumulated depreciation. Depreciation expense is determined by the straight-line method over the estimated useful lives of the assets. Useful lives range from 3 to 10 years for furniture and equipment and 25 to 40 years for premises. Leasehold improvements are amortized over the shorter of the life of the asset or the lease term. Gains on dispositions are included in other noninterest income, and losses on dispositions are included in other noninterest expense in the Consolidated Statements of Income. Maintenance and repairs are charged to operating expenses as incurred, while improvements that extend the useful life of assets are capitalized and depreciated over the estimated remaining life. Long-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, the Company recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recorded in other noninterest expense in the Consolidated Statements of Income. BOLI – BOLI represents life insurance policies on the lives of certain Company directors and officers for which the Company is the sole owner and beneficiary. These policies are recorded as an asset in the Consolidated Statements of Financial Condition at their cash surrender value (‘‘CSV’’) or the current amount that could be realized if settled. The change in CSV and insurance proceeds received are included as a component of noninterest income in the Consolidated Statements of Income. Goodwill and Other Intangible Assets – Goodwill represents the excess of the purchase price over the fair value of net assets acquired using the purchase method of accounting. Goodwill is not amortized. Instead, impairment 96 testing is conducted annually or more often if events or circumstances between annual tests indicate that there may be impairment. Impairment testing is performed using a two-step process. If, after assessing certain qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step impairment test is not necessary. If the Company concludes otherwise, then the first step is performed. In the first step, management compares its estimate of the fair value of a reporting unit, which is based on a discounted cash flow analysis, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step is not required. If necessary, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by assigning the value of a reporting unit to all of the assets and liabilities of that unit, including any other identifiable intangible assets. An impairment loss is recognized if the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill. Other intangible assets represent purchased assets that lack physical substance, but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset, or liability. Identified intangible assets that have a finite useful life are amortized over that life in a manner that reflects the estimated decline in the economic value of the identified intangible asset. All of the Company’s other intangible assets have finite lives and are amortized over varying periods not exceeding 13 years. Intangible assets are reviewed at least annually to determine whether there were any events or circumstances that indicate the recorded amount is not recoverable from projected undiscounted net operating cash flows. If the projected undiscounted net operating cash flows are less than the carrying amount, a loss is recognized to reduce the carrying amount to fair value and the amortization period may also be reduced. Unamortized intangible assets associated with disposed assets are included in the determination of the gain or loss on the sale of the disposed assets. Wealth Management – Assets held in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of the Company or its subsidiaries. Fee income is recognized on an accrual basis and is included as a component of noninterest income in the Consolidated Statements of Income. Derivative Financial Instruments – In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. All derivative instruments are recorded at fair value as either other assets or other liabilities in the Consolidated Statements of Financial Condition. Subsequent changes in a derivative’s fair value are recognized in earnings unless specific hedge accounting criteria are met. On the date the Company enters into a derivative contract, the derivative is designated as a fair value hedge, a cash flow hedge, or a non-hedge derivative instrument. Fair value hedges are designed to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk. Cash flow hedges are designed to mitigate exposure to variability in expected future cash flows to be received or paid related to an asset, liability, or other type of forecasted transaction. The Company formally documents all relationships between hedging instruments and hedged items, including its risk management objective and strategy. At the hedge’s inception and quarterly thereafter, a formal assessment is performed to determine the effectiveness of the derivative in offsetting changes in the fair values or cash flows of the hedged items in the current period and prospectively. If a derivative instrument designated as a hedge is terminated or ceases to be highly effective, hedge accounting is discontinued prospectively, and the gain or loss is amortized into earnings. For fair value hedges, the gain or loss is amortized over the remaining life of the hedged asset or liability. For cash flow hedges, the gain or loss is amortized over the same period that the forecasted hedged transactions impact earnings. If the hedged item is disposed of, any fair value adjustments are included in the gain or loss from the disposition of the hedged item. If the forecasted transaction is no longer probable, the gain or loss is included in earnings immediately. 97 For effective fair value hedges, changes in the fair value of the derivative instruments, as well as changes in the fair value of the hedged item, are recognized in earnings. For cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of accumulated other comprehensive loss. The unrealized gain or loss is reclassified into earnings in the same period the hedged transaction affects earnings. Ineffectiveness is calculated based on the change in fair value of the hedged item compared with the change in fair value of the hedging instrument. For all types of hedges, any ineffectiveness in the hedging relationship is recognized in earnings during the period the ineffectiveness occurs. Comprehensive Income (Loss) – Comprehensive income (loss) is the total of reported net income (loss) and other comprehensive (loss) income (‘‘OCI’’). OCI includes all other revenues, expenses, gains, and losses that are not reported in net income under GAAP. The Company includes the following items, net of tax, in other comprehensive (loss) income in the Consolidated Statements of Comprehensive Income: (i) changes in unrealized gains or losses on securities available-for-sale, (ii) changes in the fair value of derivatives designated as cash flow hedges (when applicable), and (iii) changes in unrecognized net pension costs related to the Company’s pension plan. Treasury Stock – Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Statements of Financial Condition. Treasury stock issued is valued based on the ‘‘last in, first out’’ inventory method. The difference between the consideration received on issuance and the carrying value is charged or credited to additional paid-in capital. Share-Based Compensation – The Company accounts for share-based compensation using the modified prospective transition method and recognizes share-based compensation expense based on the estimated fair value of the option or award at the grant or modification date. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income. Income Taxes – The Company files income tax returns in the U.S. federal jurisdiction and in Illinois, Indiana, Iowa, and Wisconsin. The provision for income taxes is based on income in the consolidated financial statements, rather than amounts reported on the Company’s income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established for any deferred tax asset for which recovery or settlement is not more likely than not. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. Earnings per Common Share (‘‘EPS’’) – EPS is computed using the two-class method. Basic EPS is computed by dividing net income (loss) applicable to common shares by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted stock units, which contain nonforfeitable rights to dividends or dividend equivalents. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. Segment Disclosures – The Company has one reportable segment. The Company’s chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Therefore, segment disclosures are not required. 98 2. RECENT EVENTS 2012 Acquisition On August 3, 2012, the Company acquired substantially all of the assets of the former Waukegan Savings Bank in an FDIC-assisted transaction generating a pre-tax gain of $3.3 million. The $46.3 million of acquired loans are not subject to FDIC Agreements. The transaction also included $72.7 million in deposits, which were comprised of $41.5 million in transactional deposits and $31.2 million in time deposits. As a result of the transaction, the Company recorded $781,000 in core deposit intangibles. Adopted Accounting Guidance Disclosures about Offsetting Assets and Liabilities: In December of 2011, the Financial Accounting Standards Board (‘‘FASB’’) issued guidance on the presentation of offsetting assets and liabilities on the balance sheet, which was further clarified in January 2013. This guidance requires an entity to disclose both the gross information and net information regarding instruments and transactions eligible for offset, such as derivatives, sale and repurchase agreements, and securities borrowing and lending arrangements. The adoption of this guidance on January 1, 2013 did not impact the Company’s financial condition, results of operations, or liquidity. Technical Corrections and Improvements: In October of 2012, the FASB issued guidance to update the Accounting Standards Codification (the ‘‘Codification’’) on a variety of topics, which include source literature amendments, guidance clarification and reference corrections, and relocated guidance. In addition, the standard includes amendments to conform terminology and clarifies certain fair value guidance in the Codification. Amendments that did not have transition guidance were effective immediately, and amendments subject to transition guidance were adopted on January 1, 2013. The adoption did not have a material impact on the Company’s financial condition, results of operations, or liquidity. In February of 2013, the FASB issued guidance to improve the reporting of Comprehensive Income: reclassifications out of accumulated other comprehensive income. The amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component on either the face of the income statement or as a separate disclosure in the notes to the financial statements. The Company provides disclosures related to amounts reclassified out of accumulated other comprehensive loss in the Consolidated Statements of Comprehensive Income. The adoption of this guidance on January 1, 2013 did not impact the Company’s financial condition, results of operations, or liquidity. Derivatives and Hedging: In July of 2013, the FASB issued guidance permitting the Federal Funds Effective Swap Rate, also known as the Overnight Index Swap (‘‘OIS’’) rate, to be included as a benchmark interest rate for hedge accounting purposes. Previously, the United States Department of the Treasury (‘‘Treasury’’) and the London Interbank Offered Rate (‘‘LIBOR’’) were the only permitted benchmark interest rates. In addition, the standard eliminated the restriction on designating different benchmark interest rates for similar hedges. The adoption of this guidance on July 17, 2013 did not impact the Company’s financial condition, results of operations, or liquidity. Recently Issued Accounting Guidance Income Taxes: In January of 2014, the FASB issued guidance that requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or, if the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2013, and must be applied prospectively. Management does not expect the adoption of this guidance will materially impact the Company’s financial condition, results of operations, or liquidity. In January of 2014, the FASB issued guidance to Receivables – Troubled Debt Restructurings by Creditors: clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the 99 real estate property recognized. Additionally, the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The guidance is effective for annual and interim periods beginning after December 15, 2014 and can be applied retrospectively or prospectively. Management does not expect the adoption of this guidance will materially impact the Company’s financial condition, results of operations, or liquidity. 3. SECURITIES A summary of the Company’s securities portfolio by category and maturity is presented in the following tables. Securities Portfolio (Dollar amounts in thousands) 2013 December 31, Amortized Cost Gross Unrealized Gains Losses Fair Value Amortized Cost 2012 Gross Unrealized Gains Losses Fair Value Securities Available-for-Sale U.S. agency securities .......... $ Collateralized mortgage 500 $ - $ - $ 500 $ 508 $ - $ - $ 508 (16,621) 475,768 397,146 3,752 obligations (‘‘CMOs’’) ...... 490,962 Other mortgage-backed securities (‘‘MBSs’’) ......... Municipal securities ............ Trust preferred collateralized debt obligations (‘‘CDOs’’) Corporate debt securities ...... Equity securities: Hedge fund investment ..... Other equity securities ...... Total equity securities .... 135,097 457,318 46,532 12,999 1,208 2,498 3,706 1,427 3,349 9,673 - 1,930 1,971 75 2,046 (2,282) (5,598) (28,223) - - (90) (90) Total available- for-sale securities ... $ 1,147,114 Securities Held-to-Maturity Municipal securities ............ $ 44,322 $ $ 18,425 - $ $ (52,814) (935) Trading Securities ............. 117,785 495,906 46,533 13,006 1,231 8,459 9,690 5,183 24,623 - 2,333 385 1,026 1,411 (515) (68) (486) (34,404) - - - - 400,383 122,900 520,043 12,129 15,339 1,616 9,485 11,101 $ $ 1,080,574 34,295 $ $ 37,302 1,728 $ $ (35,473) - $ $ $ 1,082,403 36,023 14,162 136,164 461,393 18,309 14,929 3,179 2,483 5,662 $ $ $ 1,112,725 43,387 17,317 100 Remaining Contractual Maturity of Securities (Dollar amounts in thousands) One year or less ........................................ After one year to five years ........................ After five years to ten years ........................ After ten years .......................................... Securities that do not have a single $ December 31, 2013 Available-for-Sale Held-to-Maturity Amortized Cost $ 12,879 86,727 232,362 185,381 Fair Value 12,326 83,002 222,383 177,420 Amortized Cost $ 3,366 10,950 8,041 21,965 $ Fair Value 3,295 10,719 7,871 21,502 contractual maturity date ......................... 629,765 617,594 - - Total .................................................... $ 1,147,114 $ 1,112,725 $ 44,322 $ 43,387 The carrying value of securities available-for-sale that were pledged to secure deposits or for other purposes as permitted or required by law totaled $755.3 million at December 31, 2013 and $675.3 million at December 31, 2012. No securities held-to-maturity were pledged as of December 31, 2013 or 2012. Excluding securities issued or backed by the U.S. government and its agencies and U.S. government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of total stockholders’ equity as of December 31, 2013 or 2012. The following table presents net realized gains (losses) on securities. Securities Gains (Losses) (Dollar amounts in thousands) Gains (losses) on sales of securities: Gross realized gains ....................................................... Gross realized losses ...................................................... $ Net realized gains on securities sales ............................. Non-cash impairment charges: OTTI ........................................................................... Portion of OTTI recognized in other comprehensive (loss) income...................................................................... Net non-cash impairment charges.................................. Net realized gains (losses) ........................................... Net trading gains (losses) (1) ............................................... Net non-cash impairment charges: Municipal ..................................................................... CMOs .......................................................................... CDOs .......................................................................... $ $ $ Total......................................................................... $ Years ended December 31, 2013 2012 2011 34,572 - 34,572 (408) - (408) 34,164 3,189 402 6 - 408 $ $ $ $ $ $ 3,045 (297) 2,748 4,103 (757) 3,346 (3,728) (1,464) 59 (3,669) (921) 1,627 - 1,443 2,226 3,669 $ $ $ $ 528 (936) 2,410 (691) - - 936 936 (1)All net trading gains (losses) relate to trading securities still held as of December 31, 2013, 2012, and 2011 and are included in other income in the Consolidated Statements of Income. 101 Net gains realized on securities sales for the years ended December 31, 2013, 2012, and 2011 were $34.6 million, $2.7 million, and $3.3 million, respectively. During 2013, the Company sold its investment in an equity security which resulted in a $34.0 million gain. Accounting guidance requires that the credit portion of an OTTI charge be recognized through income. If a decline in fair value below carrying value is not attributable to credit deterioration and the Company does not intend to sell the security or believe it would not be more likely than not required to sell the security prior to recovery, the Company records the non-credit related portion of the decline in fair value in other comprehensive (loss) income. In deriving the credit component of the impairment on the CDOs, projected cash flows were discounted at the contractual rate and compared to the fair values computed by discounting future projected cash flows at LIBOR plus an adjustment to reflect the higher risk inherent in these securities given their complex structures and the impact of market factors. The following table presents the cumulative amount of OTTI on CDOs related to credit deterioration recognized by year in earnings. OTTI on CDOs (Dollar amounts in thousands) Number 1 2 3 4 5 6 7 Years Ended December 31, 2012 2013 2011 $ $ - - - - - - - - $ $ - 1,534 692 - - - - $ 2,226 $ - 525 411 - - - - 936 Life-to-Date $ 10,360 9,402 2,262 1,078 8,570 243 6,750 $ 38,665 The following table presents a rollforward of life-to-date OTTI recognized in earnings related to all available-for-sale securities held by the Company for the years ended December 31, 2013, 2012, and 2011. Changes in OTTI Recognized in Earnings (Dollar amounts in thousands) Years Ended December 31, 2013 2012 2011 Beginning balance .................................................................. $ 38,803 $ 36,525 $ 35,589 OTTI included in earnings (1): Losses on securities that previously had OTTI ..................... Losses on securities that did not previously have OTTI ......... Reduction for securities sales (2) ............................................ - 408 (6,789) 2,278 1,391 (1,391) 936 - - Ending balance ...................................................................... $ 32,422 $ 38,803 $ 36,525 (1) Included in net securities gains (losses) in the Consolidated Statements of Income. (2) During the year ended December 31, 2013, one CDO with a carrying value of zero was sold, resulting in a gain of $101,000. This CDO had OTTI of $6.8 million that was previously recognized in earnings. 102 The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of December 31, 2013 and 2012. Securities in an Unrealized Loss Position (Dollar amounts in thousands) Number of Securities Less Than 12 Months Greater Than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses As of December 31, 2013 CMOs .................................. Other MBSs .......................... Municipal securities ................ CDOs................................... Equity securities ..................... Total ................................. As of December 31, 2012 CMOs .................................. Other MBSs .......................... Municipal securities ................ CDOs................................... Total ................................. 67 19 154 6 1 247 19 6 49 6 80 $ $ $ 338,064 57,311 65,370 - 2,168 $ 14,288 2,281 3,245 - 90 462,913 $ 19,904 $ 102,939 7,210 28,903 - $ 139,052 $ 421 55 459 - 935 $ $ $ 57,269 356 27,565 18,309 - 103,499 12,796 176 1,238 12,129 $ $ $ 2,333 1 2,353 28,223 - 32,910 94 13 27 34,404 $ $ $ 395,333 57,667 92,935 18,309 2,168 566,412 115,735 7,386 30,141 12,129 $ $ $ 16,621 2,282 5,598 28,223 90 52,814 515 68 486 34,404 $ 26,339 $ 34,538 $ 165,391 $ 35,473 Substantially all of the Company’s CMOs and other MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. Municipal securities are issued by municipal authorities, and the majority are supported by third-party insurance or some other form of credit enhancement. Management does not believe any individual unrealized loss as of December 31, 2013 represents an OTTI related to credit deterioration. The unrealized losses associated with these securities are not believed to be attributed to credit quality, but rather to changes in interest rates and temporary market movements. In addition, the Company does not intend to sell the securities with unrealized losses, and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity. The unrealized losses on CDOs as of December 31, 2013 reflect the illiquidity of these structured investment vehicles. Management does not believe these unrealized losses represent OTTI related to credit deterioration. In addition, the Company does not intend to sell the CDOs with unrealized losses within a short period of time, and the Company does not believe it is more likely than not that it will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Significant judgment is required to calculate the fair value of the CDOs, all of which are pooled. The Company estimates the fair value of these securities using discounted cash flow analyses with the assistance of a structured credit valuation firm. For additional discussion of the CDO valuation methodology, refer to Note 21, ‘‘Fair Value.’’ 103 4. LOANS Loans Held-for-Investment The following table presents the Company’s loans held-for-investment by class. Loan Portfolio (Dollar amounts in thousands) December 31, 2013 2012 $ 1,830,638 321,702 $ 1,631,474 268,618 Commercial and industrial................................................................... Agricultural....................................................................................... Commercial real estate: Office, retail, and industrial.............................................................. Multi-family .................................................................................. Construction .................................................................................. Other commercial real estate ............................................................ Total commercial real estate.......................................................... Total corporate loans ................................................................... Home equity ..................................................................................... 1-4 family mortgages.......................................................................... Installment ........................................................................................ Total consumer loans ................................................................... 1,353,685 332,873 186,197 807,071 2,679,826 4,832,166 427,020 275,992 44,827 747,839 Total loans, excluding covered loans............................................... Covered loans (1) ................................................................................ 5,580,005 134,355 Total loans .............................................................................. $ 5,714,360 Deferred loan fees included in total loans .............................................. Overdrawn demand deposits included in total loans................................. $ 4,656 5,047 $ $ (1) For information on covered loans, refer to Note 5, ‘‘Acquired Loans.’’ 1,333,191 285,481 186,416 773,121 2,578,209 4,478,301 390,033 282,948 38,394 711,375 5,189,676 197,894 5,387,570 5,941 4,451 The Company primarily lends to small and mid-sized businesses, commercial real estate customers, and consumers in its markets. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower. Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate its business. As part of the underwriting process, the Company examines current and projected cash flows to determine the ability of the borrower to repay its obligation. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower may not be as expected, and the collateral securing these loans may fluctuate in value due to economic or other factors. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may incorporate a personal guarantee. Some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans substantially depend on the ability of the borrower to collect amounts due from its customers. Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. As part of the underwriting process, the Company examines projected cash flows, financial statement stability, and the value of the underlying collateral. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid by profits generated by the farming operation. 104 Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans largely depends on the successful operation of the property or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in the real estate market. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria. The mix of properties securing the loans in our commercial real estate portfolio are balanced between owner-occupied and investor categories and are diverse in terms of type and geographic location within the Company’s markets. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Construction loans are generally based on estimates of costs and value associated with the completed project. Sources of repayment for these loans may be permanent loans from long-term lenders, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions. Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation ‘‘FICO’’. It uses a risk-based system to determine the probability that a borrower may default on financial obligations to the lender. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. Loan-to-value ratios on home equity and 1-4 family mortgages are based on the current value of the appraised collateral. The carrying value of loans that were pledged to secure liabilities as of December 31, 2013 and 2012 are presented below. Carrying Value of Loans Pledged (Dollar amounts in thousands) Loans pledged to secure: FHLB advances .............................................................................. Federal Reserve Bank’s Discount Window Primary Credit Program ........ $ 1,632,069 766,870 Total ......................................................................................... $ 2,398,939 $ $ 721,141 2,097,021 2,818,162 December 31, 2013 2012 105 Loan Sales The following table presents loan sales for the years ended December 31, 2013, 2012, and 2011. Loan Sales (Dollar amounts in thousands) Proceeds Book Value Charge-offs (1) Net Gains (2) Loan sales in 2013 Mortgage loans........................................ Non-performing loans ............................... $ 152,130 1,275 Total loan sales in 2013......................... Loan sales in 2012 Bulk loan sales ........................................ Mortgage loans........................................ Non-performing loans ............................... Total loan sales in 2012......................... Loan sales in 2011 Non-performing loans ............................... $ $ $ $ 153,405 94,470 52,595 4,200 151,265 12,362 $ $ $ $ $ 147,413 2,835 150,248 169,577 50,326 6,587 226,490 17,087 $ $ $ $ $ - (1,560) (1,560) (80,260) - (2,387) (82,647) (4,725) $ $ $ $ $ 4,717 - 4,717 5,153 2,269 - 7,422 - (1) Amount represents charge-offs to the allowance for loan and covered loan losses at the time the loans were identified for sale. (2) The net gains on the bulk loan sales represent gains realized subsequent to the transfer to held-for-sale and are included as a separate component of noninterest income in the Consolidated Statements of Income. Net gains on mortgage loan sales are included in mortgage banking income in the Consolidated Statements of Income. Mortgage Loan Sales During the year ended December 31, 2013, a gain of $4.7 million was recognized on the sale of $147.4 million of mortgage loans, of which $36.6 million were originated with the intent to sell. For the year ended December 31, 2012, the Company sold $50.3 million of mortgage loans, resulting in a gain of $2.3 million. The Company retained servicing responsibilities on the majority of mortgages sold and collects servicing fees equal to a percentage of the outstanding principal balance of the loans being serviced. The Company also retained limited recourse for credit losses on the sold loans. A description of the recourse obligation is presented in Note 20, ‘‘Commitments, Guarantees, and Contingent Liabilities.’’ Bulk Loan Sales During the third quarter of 2012, the Company identified certain non-performing and performing potential problem loans for accelerated disposition through bulk loan sales and transferred them into the held-for-sale category at the lower of the recorded investment or the estimated fair value, which resulted in charge-offs of $80.3 million and a provision for loan and covered loan losses of $62.3 million. The fair value was determined by the estimated bid price of the potential sale. The bulk loan sales were completed in the fourth quarter of 2012, and net gains realized on the sales are included as a separate component of noninterest income in the Consolidated Statements of Income. 5. ACQUIRED LOANS Since 2009, the Company acquired the majority of the assets and assumed the deposits of four financial institutions in FDIC-assisted transactions. In three of those transactions, most loans and OREO are covered by the FDIC Agreements. The significant accounting policies related to purchased impaired loans and the related FDIC indemnification asset are presented in Note 1, ‘‘Summary of Significant Accounting Policies.’’ 106 Acquired Loans (Dollar amounts in thousands) December 31, 2013 December 31, 2012 Covered Non- Covered Total Covered Non- Covered Purchased impaired loans ..................... Other loans (2) .................................... Total acquired loans ......................... $ $ 103,525 (1) $ 30,830 15,608 17,024 134,355 $ 32,632 $ $ 119,133 47,854 166,987 $ $ 154,762 (1) $ 43,132 18,198 22,480 197,894 $ 40,678 Total $ $ 172,960 65,612 238,572 (1) At acquisition, the Company made an election to account for certain covered loans as purchased impaired loans. These loans totaled $24.6 million at December 31, 2013 and $28.1 million at December 31, 2012. (2) These loans did not meet the criteria to be accounted for as purchased impaired loans. In connection with the FDIC Agreements, the Company recorded an indemnification asset. To maintain eligibility for the loss share reimbursement, the Company is required to follow certain servicing procedures as specified in the FDIC Agreements. The Company is in compliance with those requirements as of December 31, 2013, 2012, and 2011. Changes in the FDIC Indemnification Asset (Dollar amounts in thousands) Beginning balance.......................................................... Amortization.............................................................. Change in expected reimbursements from the FDIC for changes in expected credit losses ............................... Payments received from the FDIC ................................. Years Ended December 31, 2012 2013 2011 $ 37,051 (2,984) $ 65,609 (14,098) $ 95,899 (11,495) (1,242) (16,240) 3,338 (17,798) 39,096 (57,891) Ending balance .............................................................. $ 16,585 $ 37,051 $ 65,609 Changes in the accretable yield for purchased impaired loans were as follows. Changes in Accretable Yield (Dollar amounts in thousands) Beginning balance.......................................................... Additions .................................................................. Accretion .................................................................. Other (1) .................................................................... $ 51,498 — (15,016) 310 $ 52,147 7,224 (20,632) 12,759 $ Years Ended December 31, 2012 2013 2011 63,616 — (36,827) 25,358 Ending balance .............................................................. $ 36,792 $ 51,498 $ 52,147 (1) Amount represents an increase in the estimated cash flows to be collected over the remaining estimated life of the underlying portfolio. 107 6. PAST DUE LOANS, ALLOWANCE FOR CREDIT LOSSES, IMPAIRED LOANS, AND TDRS Past Due and Non-accrual Loans The following table presents an aging analysis of the Company’s past due loans as of December 31, 2013 and 2012. The aging is determined without regard to accrual status. The table also presents non-performing loans, consisting of non-accrual loans (the majority of which are past due) and loans 90 days or more past due and still accruing interest, as of each balance sheet date. Aging Analysis of Past Due Loans and Non-Performing Loans by Class (Dollar amounts in thousands) Aging Analysis (Accruing and Non-accrual) Non-performing Loans Current 30-89 Days Past Due 90 Days or More Past Due Total Past Due Total Loans Non-accrual Loans 90 Days Past Due Loans, Still Accruing Interest $ 1,814,660 321,156 $ 6,872 134 $ 9,106 412 $ 15,978 546 $ 1,830,638 321,702 $ December 31, 2013 Commercial and industrial ...... Agricultural ........................ Commercial real estate: Office, retail, and industrial Multi-family..................... Construction .................... Other commercial real estate 1,335,027 330,960 180,083 795,462 Total commercial real estate ....................... 2,641,532 Total corporate loans....... 4,777,348 Home equity ....................... 1-4 family mortgages ............ Installment .......................... Total consumer loans ...... Total loans, excluding covered loans ............. Covered loans ...................... 415,791 268,912 42,350 727,053 5,504,401 94,211 December 31, 2012 Commercial and industrial ...... Agricultural ........................ Commercial real estate: Office, retail, and industrial Multi-family..................... Construction .................... Other commercial real estate 1,306,526 283,634 181,090 755,103 Total commercial real estate ....................... 2,526,353 Total corporate loans....... 4,407,597 Home equity ....................... 1-4 family mortgages ............ Installment .......................... Total consumer loans ...... Total loans, excluding covered loans ............. Covered loans ...................... 376,801 272,270 35,936 685,007 5,092,604 147,462 2,620 318 23 5,365 8,326 15,332 4,830 2,046 330 7,206 22,538 2,232 16,038 1,595 6,091 6,244 29,968 39,486 6,399 5,034 2,147 13,580 53,066 37,912 18,658 1,913 6,114 11,609 38,294 54,818 11,229 7,080 2,477 20,786 75,604 40,144 1,353,685 332,873 186,197 807,071 2,679,826 4,832,166 427,020 275,992 44,827 747,839 5,580,005 134,355 4,130 761 — 1,053 5,944 10,906 6,482 4,472 2,390 13,344 24,250 6,517 22,535 1,086 5,326 16,965 45,912 59,798 6,750 6,206 68 13,024 72,822 43,915 26,665 1,847 5,326 18,018 51,856 70,704 13,232 10,678 2,458 26,368 97,072 50,432 1,333,191 285,481 186,416 773,121 2,578,209 4,478,301 390,033 282,948 38,394 711,375 5,189,676 197,894 Total loans ................ $ 5,598,612 $ 24,770 $ 90,978 $ 115,748 $ 5,714,360 $ 1,614,167 267,077 $ 4,883 79 $ 12,424 1,462 $ 17,307 1,541 $ 1,631,474 268,618 $ $ $ 11,767 519 17,076 1,848 6,297 8,153 33,374 45,660 6,864 5,198 2,076 14,138 59,798 20,942 80,740 25,941 1,173 23,224 1,434 5,485 16,214 46,357 73,471 6,189 4,874 — 11,063 84,534 14,182 $ $ 393 — 1,315 — — 258 1,573 1,966 1,102 548 92 1,742 3,708 18,081 21,789 2,138 375 823 153 — 1,534 2,510 5,023 1,651 1,947 68 3,666 8,689 31,447 40,136 Total loans ................ $ 5,240,066 $ 30,767 $ 116,737 $ 147,504 $ 5,387,570 $ 98,716 $ 108 Allowance for Credit Losses The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb probable losses inherent in the loan portfolio. Refer to Note 1, ‘‘Summary of Significant Accounting Policies,’’ for the accounting policy for the allowance for credit losses. A rollforward of the allowance for credit losses by portfolio segment for the years ended December 31, 2013, 2012, and 2011 is presented in the table below. Allowance for Credit Losses by Portfolio Segment (Dollar amounts in thousands) Commercial, Industrial, and Agricultural Office, Retail, and Industrial Multi-family Construction Other Commercial Real Estate Consumer Covered Loans Reserve for Unfunded Commitments Total Allowance December 31, 2013 Beginning balance ............ Charge-offs .................. Recoveries ................... $ 36,761 (12,094) 3,797 $ 11,432 (4,744) 228 Net charge-offs .......... (8,297) (4,516) Provision for loan and covered loan losses and other ....................... 1,917 3,489 Ending Balance................ $ 30,381 $ 10,405 December 31, 2012 Beginning balance ............ Charge-offs .................. Recoveries ................... $ 46,017 (64,668) 3,393 $ 16,012 (34,968) 577 Net charge-offs .......... (61,275) (34,391) Provision for loan and covered loan losses and other ....................... 52,019 29,811 Ending balance ................ $ 36,761 $ 11,432 December 31, 2011 Beginning balance ............ Charge-offs .................. Recoveries ................... $ 49,545 (32,750) 3,493 $ 20,758 (8,193) 79 Net charge-offs .......... (29,257) (8,114) $ $ $ $ $ 3,575 (1,029) 584 (445) $ 9,223 (1,916) 1,032 (884) $ 13,531 (4,784) 1,646 $ 12,862 (9,414) 1,071 $ 12,062 (4,599) 24 (3,138) (8,343) (4,575) (1,113) (2,023) 424 8,491 5,072 2,017 $ 6,316 $ 10,817 $ 13,010 $ 12,559 5,067 (3,361) 275 (3,086) 1,594 3,575 3,996 (14,584) 410 (14,174) $ 17,795 (27,811) 451 $ 19,451 (36,474) 125 $ 14,131 (10,910) 784 (27,360) (36,349) (10,126) $ 989 (4,615) — (4,615) 18,788 30,429 8,857 15,688 $ 9,223 $ 13,531 $ 12,862 $ 12,062 $ 32,140 (20,211) 2,964 $ 23,655 (15,396) 508 $ 12,478 (10,531) 430 (17,247) (14,888) (10,101) $ — (9,911) — (9,911) Provision for loan and covered loan losses and other ....................... 25,729 3,368 15,245 2,902 10,684 11,754 10,900 $ $ $ $ $ 3,366 — — — $ 102,812 (38,580) 8,382 (30,198) (1,750) 14,507 1,616 $ 87,121 2,500 — — — 866 3,366 2,500 — — — — $ 121,962 (182,807) 5,605 (177,202) 158,052 $ 102,812 $ 145,072 (111,576) 7,884 (103,692) 80,582 Ending balance ................ $ 46,017 $ 16,012 $ 5,067 $ 17,795 $ 19,451 $ 14,131 $ 989 $ 2,500 $ 121,962 109 The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment. Loans and Related Allowance for Credit Losses by Portfolio Segment (Dollar amounts in thousands) Loans Allowance for Credit Losses Individually Evaluated for Impairment Collectively Evaluated for Impairment Purchased Impaired Total Individually Evaluated for Impairment Collectively Evaluated for Impairment Purchased Impaired Total December 31, 2013 Commercial, industrial, and agricultural........... $ 13,178 $ 2,137,440 $ 1,722 $ 2,152,340 $ 4,046 $ 26,335 $ - - - - - - - - - - - - - - - - - - $ 30,381 10,405 2,017 6,316 10,817 29,555 59,936 13,010 72,946 11,857 702 12,559 $ 36,761 11,432 3,575 9,223 13,531 37,761 74,522 12,862 87,384 11,134 928 12,062 Commercial real estate: Office, retail, and industrial................ Multi-family............... Construction .............. Other commercial real estate .................... Total commercial real estate ................. Total corporate loans Consumer ..................... Total loans, excluding covered loans .... Covered loans: Purchased impaired loans ..................... Other loans ................ Total covered loans Reserve for unfunded commitments.............. Commercial real estate: Office, retail, and industrial................ Multi-family............... Construction .............. Other commercial real estate .................... Total commercial real estate ........ Total corporate loans............... Consumer ..................... Total loans, excluding covered loans .... Covered loans: Purchased impaired loans ..................... Other loans ................ Total covered loans Reserve for unfunded commitments.............. 26,348 1,296 5,712 9,298 42,654 55,832 - 1,327,337 331,445 180,485 - 132 - 1,353,685 332,873 186,197 793,703 4,070 807,071 2,632,970 4,770,410 738,155 4,202 5,924 9,684 2,679,826 4,832,166 747,839 214 18 178 704 1,114 5,160 - 10,191 1,999 6,138 10,113 28,441 54,776 13,010 55,832 5,508,565 15,608 5,580,005 5,160 67,786 - - - - - 30,830 30,830 103,525 - 103,525 103,525 30,830 134,355 - - - - - - - - 702 702 11,857 - 11,857 1,616 - 1,616 Total loans ....... $ 55,832 $ 5,539,395 $ 119,133 $ 5,714,360 $ 5,160 $ 70,104 $ 11,857 $ 87,121 December 31, 2012 Commercial, industrial, and agricultural........... $ 23,731 $ 1,874,464 $ 1,897 $ 1,900,092 $ 9,404 $ 27,357 $ 21,736 642 4,916 15,284 1,311,455 284,718 181,500 - 121 - 1,333,191 285,481 186,416 753,671 4,166 773,121 971 - 90 1,157 10,461 3,575 9,133 12,374 42,578 2,531,344 4,287 2,578,209 2,218 35,543 66,309 - 4,405,808 699,361 6,184 12,014 4,478,301 711,375 11,622 - 62,900 12,862 66,309 5,105,169 18,198 5,189,676 11,622 75,762 - - - - - 43,132 43,132 154,762 - 154,762 154,762 43,132 197,894 - - - - - - - - 928 928 11,134 - 11,134 3,366 - 3,366 Total loans ....... $ 66,309 $ 5,148,301 $ 172,960 $ 5,387,570 $ 11,622 $ 80,056 $ 11,134 $ 102,812 110 Loans Individually Evaluated for Impairment The following table presents loans individually evaluated for impairment by class of loan as of December 31, 2013 and 2012. Purchased impaired loans are excluded from this disclosure. Impaired Loans Individually Evaluated by Class (Dollar amounts in thousands) December 31, 2013 December 31, 2012 Recorded Investment In Loans with No Specific Reserve $ 10,047 - 23,872 1,098 4,586 7,553 Loans with a Specific Reserve Unpaid Principal Balance $ 3,131 - 2,476 198 1,126 1,745 $ 25,887 - 35,868 1,621 10,037 11,335 Specific Reserve $ 4,046 - 214 18 178 704 Recorded Investment In Loans with No Specific Reserve $ 5,636 - Loans with a Specific Reserve $ 18,095 - 14,504 642 4,040 5,218 7,232 - 876 10,066 Unpaid Principal Balance $ 39,834 - 29,631 2,406 11,983 23,907 Specific Reserve $ 9,404 - 971 - 90 1,157 Commercial and industrial ..... Agricultural ....................... Commercial real estate: Office, retail, and industrial Multi-family ................... Construction ................... Other commercial real estate ......................... Total commercial real estate ...................... 37,109 5,545 58,861 1,114 24,404 18,174 67,927 2,218 Total impaired loans individually evaluated for impairment .......... $ 47,156 $ 8,676 $ 84,748 $ 5,160 $ 30,040 $ 36,269 $ 107,761 $ 11,622 The average recorded investment and interest income recognized on impaired loans by class for the three years ended December 31, 2013 is presented in the following table. Average Recorded Investment and Interest Income Recognized on Impaired Loans by Class (Dollar amounts in thousands) Years Ended December 31, 2013 2012 2011 Average Recorded Balance Interest Income Recognized (1) Average Recorded Balance Interest Income Recognized (1) Average Recorded Balance Interest Income Recognized (1) $ Commercial and industrial ........... Agricultural .............................. Commercial real estate: Office, retail, and industrial....... Multi-family .......................... Construction .......................... Other commercial real estate ..... Total commercial real estate ... $ 20,925 - 24,802 1,116 5,932 13,141 44,991 205 - 18 8 - 31 57 $ $ 45,101 1,138 32,439 6,226 31,202 35,715 105,582 94 - 2 - 1 38 41 $ $ 44,449 1,515 33,038 13,619 62,513 17,180 126,350 Total impaired loans .......... $ 65,916 $ 262 $ 151,821 $ 135 $ 172,314 $ 326 - 81 44 69 76 270 596 (1) Recorded using the cash basis of accounting. 111 Credit Quality Indicators Corporate loans and commitments are assessed for credit risk and assigned ratings based on various characteristics, such as the borrower’s cash flow, leverage, and collateral. Ratings for commercial credits are reviewed periodically. The following tables present credit quality indicators by class for corporate and consumer loans, excluding covered loans, as of December 31, 2013 and 2012. Corporate Credit Quality Indicators by Class, Excluding Covered Loans (Dollar amounts in thousands) Pass Special Mention (1)(4) Substandard (2)(4) Non-Accrual (3) Total $ 1,780,194 320,839 $ 23,806 344 $ 14,871 - $ 11,767 519 $ 1,830,638 321,702 December 31, 2013 Commercial and industrial ... Agricultural....................... Commercial real estate: Office, retail, and industrial .................... Multi-family................... Construction................... Other commercial real estate ......................... Total commercial real 1,284,394 326,901 153,949 761,465 $ $ estate...................... 2,526,709 Total corporate loans $ 4,627,742 December 31, 2012 Commercial and industrial ... Agricultural....................... Commercial real estate: Office, retail, and industrial .................... Multi-family................... Construction................... Other commercial real estate ......................... Total commercial real $ 1,558,932 267,114 1,235,950 282,126 128,959 712,702 28,677 3,214 8,309 14,877 55,077 79,227 37,833 331 57,271 1,921 26,210 14,056 $ $ estate...................... 2,359,737 99,458 Total corporate loans $ 4,185,783 $ 137,622 $ 23,538 910 17,642 22,576 64,666 79,537 8,768 - 16,746 - 25,762 30,149 72,657 81,425 $ $ $ 17,076 1,848 6,297 1,353,685 332,873 186,197 8,153 807,071 33,374 45,660 2,679,826 $ 4,832,166 25,941 1,173 $ 1,631,474 268,618 23,224 1,434 5,485 16,214 46,357 73,471 1,333,191 285,481 186,416 773,121 2,578,209 $ 4,478,301 (1) Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future. (2) Loans categorized as substandard exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time. (3) Loans categorized as non-accrual exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected. (4) Total special mention and substandard loans includes accruing TDRs of $2.8 million as of December 31, 2013 and $448,000 as of December 31, 2012. 112 Consumer Credit Quality Indicators by Class, Excluding Covered Loans (Dollar amounts in thousands) Performing Non-accrual Total December 31, 2013 Home equity ................................................................................... 1-4 family mortgages ........................................................................ Installment ...................................................................................... $ 420,156 270,794 42,751 $ 6,864 5,198 2,076 $ 427,020 275,992 44,827 Total consumer loans ..................................................................... $ 733,701 $ 14,138 $ 747,839 December 31, 2012 Home equity ................................................................................... 1-4 family mortgages ........................................................................ Installment ...................................................................................... $ 383,844 278,074 38,394 $ 6,189 4,874 - $ 390,033 282,948 38,394 Total consumer loans ..................................................................... $ 700,312 $ 11,063 $ 711,375 TDRs TDRs are generally performed at the request of the individual borrower and may include forgiveness of principal, reduction in interest rates, changes in payments, and maturity date extensions. The table below presents TDRs by class as of December 31, 2013 and 2012. Refer to Note 1, ‘‘Summary of Significant Accounting Policies,’’ for the accounting policy for TDRs. TDRs by Class (Dollar amounts in thousands) As of December 31, 2013 Non-accrual (1) Accruing Total As of December 31, 2012 Non-accrual (1) Accruing Total $ 6,538 - $ 2,121 - $ 8,659 - $ 519 - $ 2,545 - $ 3,064 - Commercial and industrial .... Agricultural ........................ Commercial real estate: Office, retail, and industrial ..................... Multi-family .................... Construction .................... Other commercial real 10,271 1,038 - estate .......................... 4,326 Total commercial real estate ....................... Total corporate loans ..... Home equity ....................... 1-4 family mortgages ........... Installment.......................... 15,635 22,173 787 810 - - 253 - 291 544 2,665 512 906 - 10,271 1,291 - - - - 4,617 5,206 16,179 24,838 1,299 1,716 - 3,015 5,206 5,725 40 1,102 - 1,142 2,407 150 - 4,649 7,206 9,751 234 939 - 1,173 2,407 150 - 9,855 12,412 15,476 274 2,041 - 2,315 Total consumer loans ..... 1,597 1,418 Total loans................ $ 23,770 $ 4,083 $ 27,853 $ 6,867 $ 10,924 $ 17,791 (1) These loans are included in non-accrual loans in the preceding tables. TDRs are included in the calculation of the allowance for credit losses in the same manner as impaired loans. TDRs had related specific reserves totaling $2.0 million as of December 31, 2013 and $2.8 million as of December 31, 2012. 113 The following table presents a summary of loans that were restructured during the years ended December 31, 2013, 2012, and 2011. TDRs Restructured During the Period (Dollar amounts in thousands) Number of Loans Pre-Modification Recorded Investment Funds Disbursed Interest and Escrow Capitalized Charge-offs Post-Modification Recorded Investment 7 6 5 2 5 13 1 39 5 2 5 1 4 17 10 3 1 1 1 9 11 1 37 $ $ $ $ $ $ $ $ $ $ 14,439 2,275 1,274 508 526 1,189 132 20,343 3,277 2,416 1,070 19 563 7,345 886 3,407 14,107 17,508 174 523 1,440 151 $ 38,196 $ - 30 - - - - - 30 - - - - - - - 293 - - - - - - 293 $ $ $ $ $ $ $ $ $ $ 2 - 57 - - - 4 63 - - - - 4 4 7 9 - - 74 15 79 4 $ 188 $ - - - - - - - - 170 - 125 - - 295 - - 3,000 - - - - - 3,000 $ $ $ $ $ $ 14,441 2,305 1,331 508 526 1,189 136 20,436 3,107 2,416 945 19 567 7,054 893 3,709 11,107 17,508 248 538 1,519 155 35,677 Year Ended December 31, 2013 Commercial and industrial ................ Office, retail, and industrial .............. Multi-family .................................. Construction .................................. Other commercial real estate ............. Home equity.................................. 1-4 family mortgages ...................... Total TDRs restructured in 2013 ..... Year Ended December 31, 2012 Commercial and industrial ................ Office, retail, and industrial .............. Other commercial real estate ............. Home equity.................................. 1-4 family mortgages ...................... Total TDRs restructured in 2012 ..... Year Ended December 31, 2011 Commercial and industrial ................ Office, retail, and industrial .............. Multi-family .................................. Construction .................................. Other commercial real estate ............. Home equity.................................. 1-4 family mortgages ...................... Installment .................................... Total TDRs restructured in 2011 ..... Accruing TDRs that do not perform in accordance with their modified terms are transferred to non-accrual. The following table presents TDRs that had payment defaults during the years ended December 31, 2013 and 2012 where the default occurred within twelve months of the restructure date. 114 TDRs That Defaulted Within Twelve Months of the Restructured Date (Dollar amounts in thousands) Years Ended December 31, 2013 2012 2011 Number of Loans Recorded Investment Number of Loans Recorded Investment Number of Loans Recorded Investment Commercial and industrial .... Office, retail, and industrial... Other commercial real estate ... Home equity ....................... 1-4 family mortgages ........... Total .............................. 1 - 3 - - 4 $ $ 350 - 354 - - 704 - 2 2 - 1 5 $ - 837 717 - 62 $ 1,616 1 1 - 1 2 5 $ $ 128 397 - 83 331 939 A rollforward of the carrying value of TDRs for the years ended December 31, 2013, 2012, and 2011 is presented in the following table. TDR Rollforward (Dollar amounts in thousands) Years Ended December 31, 2012 2013 2011 Accruing Beginning balance .................................................................. Additions........................................................................... Net payments received ......................................................... Returned to performing status............................................... Net transfers from non-accrual.............................................. $ Ending balance ...................................................................... Non-accrual Beginning balance .................................................................. Additions........................................................................... Net payments received ......................................................... Charge-offs ........................................................................ Transfers to OREO ............................................................. Loans sold ......................................................................... Net transfers to accruing ...................................................... 6,867 4,847 (723) (5,529) 18,308 23,770 10,924 15,589 (1,359) (1,880) (77) (806) (18,308) Ending balance ...................................................................... 4,083 $ 17,864 2,504 (205) (16,619) 3,323 6,867 29,842 4,550 (1,761) (10,003) (6,778) (1,603) (3,323) 10,924 $ 22,371 17,921 (1,957) (25,697) 5,226 17,864 33,753 17,756 (7,123) (8,890) (428) - (5,226) 29,842 Total TDRs..................................................................... $ 27,853 $ 17,791 $ 47,706 For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. TDRs that were returned to performing status totaled $5.5 million, $16.6 million, and $25.7 million for the years ended December 31, 2013, 2012, and 2011, respectively. Loans that were not restructured at market rates and terms, that are not in compliance with the modified terms, or for which there is a concern about the future ability of the borrower to meet its obligations under the modified terms, continue to be separately reported as restructured until paid in full or charged-off. As of December 31, 2013, there were $180,000 in commitments to lend additional funds to borrowers with TDRs, and there were no commitments as of December 31, 2012. 115 7. PREMISES, FURNITURE, AND EQUIPMENT The following table summarizes the Company’s premises, furniture, and equipment by category. Premises, Furniture, and Equipment (Dollar amounts in thousands) December 31, 2013 2012 Land............................................................................................. Premises........................................................................................ Furniture and equipment .................................................................. $ Total cost ................................................................................... Accumulated depreciation ................................................................ Net book value of premises, furniture, and equipment....................... Assets held-for-sale......................................................................... $ 48,590 139,336 81,002 268,928 (152,751) 116,177 4,027 Total premises, furniture, and equipment ..................................... $ 120,204 $ 49,744 143,441 75,481 268,666 (148,738) 119,928 1,668 121,596 Years Ended December 31, 2012 2013 2011 Depreciation expense on premises, furniture, and equipment......... Valuation adjustments on excess properties and assets held-for-sale ... $ 11,038 - $ 10,874 2,597 $ 10,995 1,111 Operating Leases As of December 31, 2013, the Company was obligated to utilize certain premises and equipment under certain non-cancelable operating leases, which expire at various dates through the year ended December 31, 2024. Many of these leases contain renewal options, and certain leases provide options to purchase the leased property during or at the expiration of the lease period at specific prices. Some leases contain escalation clauses calling for rentals to be adjusted for increased real estate taxes and other operating expenses, or proportionately adjusted for increases in consumer or other price indices. The following summary reflects the future minimum payments by year required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2013. Future Minimum Operating Lease Payments (Dollar amounts in thousands) Total Year ending December 31, 2014............................................................................................... 2015............................................................................................... 2016............................................................................................... 2017............................................................................................... 2018............................................................................................... 2019 and thereafter ........................................................................... $ 3,774 3,592 3,564 3,013 2,907 4,059 Total minimum lease payments........................................................ $ 20,909 116 Years Ended December 31, 2012 2013 2011 Lease expense charged to operations (1) .......................................... Rental income from premises leased to others (2) ............................. $ 3,123 531 $ 3,379 931 $ 4,193 1,136 (1) Includes amounts paid under short-term cancelable leases and included in net occupancy and equipment expense in the Consolidated Statements of Income. (2) Included as a reduction to net occupancy and equipment expense in the Consolidated Statements of Income. 8. GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s annual goodwill impairment test was performed as of October 1, 2013. It was determined that no impairment existed as of that date. Goodwill is tested for impairment at the reporting unit level. All of our goodwill is allocated to First Midwest Bancorp, Inc., which is the Company’s only applicable reporting unit for purposes of testing goodwill impairment. The carrying amount of goodwill was $264.1 million at December 31, 2013 and $265.5 million at December 31, 2012. Goodwill decreased $1.4 million from the prior year as a result of the sale of an equity method investment during the year ended December 31, 2013. For a discussion of the accounting policies for goodwill and other intangible assets, refer to Note 1, ‘‘Summary of Significant Accounting Policies.’’ The Company’s other intangible assets are core deposit intangibles, which are being amortized over their estimated useful lives. The Company’s annual impairment testing was performed as of November 30, 2013 by comparing the carrying value of other intangible assets with our anticipated discounted future cash flows, and it was determined that no impairment existed as of that date. Other Intangible Assets (Dollar amounts in thousands) 2013 Gross Accumulated Amortization Net Gross 2012 Accumulated Amortization Net Gross 2011 Accumulated Amortization Years Ended December 31, Beginning balance .......................................... Additions .................................................. Amortization expense ................................... Fully amortized assets................................... $ 33,775 - - - $ 18,193 - 3,278 - $ $ 15,582 - (3,278) - $ 34,318 781 - (1,324) $ 16,145 - 3,372 (1,324) $ 18,173 781 (3,372) - $ 42,832 1,419 - (9,933) $ 22,276 - 3,802 (9,933) Net 20,556 1,419 (3,802) - Ending balance .............................................. $ 33,775 $ 21,471 $ 12,304 $ 33,775 $ 18,193 $ 15,582 $ 34,318 $ 16,145 $ 18,173 Weighted-average remaining life (in years) ............ Estimated useful lives (in years) ......................... 5.9 3.3 to 12.8 6.4 3.3 to 12.8 6.9 3.3 to 12.6 Scheduled Amortization of Other Intangible Assets (Dollar amounts in thousands) Total Year ending December 31, 2014 ................................................................................. 2015 ................................................................................. 2016 ................................................................................. 2017 ................................................................................. 2018 ................................................................................. 2019 and thereafter.............................................................. $ 2,689 2,500 2,424 1,643 719 2,329 Total .............................................................................. $ 12,304 9. DEPOSITS The following table presents the Company’s deposits by type. 117 Summary of Deposits (Dollar amounts in thousands) Demand deposits................................................................................ Savings deposits ................................................................................ NOW accounts .................................................................................. Money market deposits ....................................................................... Time deposits less than $100,000 ......................................................... Time deposits greater than $100,000 ..................................................... December 31, 2013 $ 1,911,602 1,135,155 1,220,693 1,290,868 820,925 386,858 $ 2012 1,762,903 1,092,545 1,160,680 1,256,179 963,850 436,098 Total deposits................................................................................. $ 6,766,101 $ 6,672,255 The following table provides maturity information related to the Company’s time deposits. Scheduled Maturities of Time Deposits (Dollar amounts in thousands) Year ending December 31, 2014 ............................................................................. 2015 ............................................................................. 2016 ............................................................................. 2017 ............................................................................. 2018 ............................................................................. 2019 and thereafter ......................................................... $ Total 785,458 232,131 106,335 52,826 30,719 314 Total.......................................................................... $ 1,207,783 10. BORROWED FUNDS The following table summarizes the Company’s borrowed funds by funding source. Summary of Borrowed Funds (Dollar amounts in thousands) Securities sold under agreements to repurchase....................................... FHLB advances ................................................................................. Total borrowed funds ...................................................................... December 31, 2013 2012 $ $ 109,792 114,550 224,342 $ $ 71,403 114,581 185,984 Securities sold under agreements to repurchase are treated as financings, and the obligations to repurchase securities sold are included as a liability in the Consolidated Statements of Financial Condition. Repurchase agreements are secured by the Treasury, and U.S. agency securities and are held in third party pledge accounts, if required. The securities underlying the agreements remain in the respective asset accounts. As of December 31, 2013, the Company did not have amounts at risk under repurchase agreements with any individual counterparty or group of counterparties that exceeded 10% of stockholders’ equity. The Bank is a member of the FHLB and has access to term financing from the FHLB. These advances are secured by designated assets that may include qualifying residential and multi-family mortgages, home equity loans, and municipal and mortgage-backed securities. At December 31, 2013, all advances from the FHLB have a fixed rate with interest payable monthly. 118 Maturity and Rate Schedule for FHLB Advances (Dollar amounts in thousands) Maturity Date December 31, 2013 December 31, 2012 Advance Amount Rate % Advance Amount Rate % January 21, 2014 ........................................... January 20, 2015 ........................................... January 20, 2015 ........................................... February 23, 2015.......................................... August 20, 2015 ............................................ February 22, 2017.......................................... February 22, 2017.......................................... $ - - - 37,500 2,050 25,000 50,000 $ 114,550 - - - 0.80 1.92 1.56 1.60 1.34 $ 37,500 25,000 50,000 - 2,081 - - $ 114,581 1.15 1.94 2.02 - 1.92 - - 1.72 Short-Term Credit Lines Available for Use (Dollar amounts in thousands) Available federal funds lines (1) .................................................................... Federal Reserve Bank’s Discount Window Primary Credit Program ................... $ 681,100 632,498 $ 500,600 1,625,826 (1) Subject to the liquidity position of other banks. None of the Company’s borrowings have any related compensating balance requirements that restrict the use of Company assets. December 31, 2013 2012 11. SENIOR AND SUBORDINATED DEBT The following table presents the Company’s senior and subordinated debt by issuance. Senior and Subordinated Debt (Dollar amounts in thousands) December 31, 2013 2012 5.875% senior notes due in 2016 Principal amount................................................................................... Discount .............................................................................................. $ 115,000 (355) $ 115,000 (477) Total senior notes due in 2016............................................................. 114,645 114,523 5.85% subordinated notes due in 2016 Principal amount................................................................................... Discount .............................................................................................. Total subordinated notes due in 2016.................................................... 6.95% junior subordinated debentures due in 2033 Principal amount................................................................................... Discount .............................................................................................. Total junior subordinated debentures..................................................... 38,500 (9) 38,491 37,825 (29) 37,796 38,500 (14) 38,486 61,820 (50) 61,770 Total senior and subordinated debt ....................................................... $ 190,932 $ 214,779 119 Debt Retirement During the fourth quarter of 2013, the Company repurchased and retired $24.0 million of junior subordinated debentures at a premium of 3.5%. This transaction resulted in the recognition of a pre-tax loss of $1.0 million and is included in other noninterest income in the Consolidated Statements of Income. During the first quarter of 2012, the Company repurchased and retired $21.1 million of junior subordinated debentures at a discount of 2.3%. During the fourth quarter of 2012, the Company repurchased and retired $4.3 million of junior subordinated debentures at a premium of 3.0% and $12.0 million of subordinated notes at a premium of 5.0%. Net pre-tax losses for these transactions totaled $558,000. 12. MATERIAL TRANSACTIONS AFFECTING STOCKHOLDERS’ EQUITY Redemption of Preferred Shares In response to the financial crises affecting the financial markets and the banking system in 2008, the Treasury announced several initiatives under the Troubled Asset Relief Program (‘‘TARP’’) intended to help stabilize the banking industry. As part of this program, the Company issued to the Treasury a total of 193,000 preferred shares and a warrant to purchase up to 1,305,230 shares of the Company’s common stock in exchange for $193.0 million in cash. In November of 2011, the Company redeemed all of the $193.0 million of preferred shares issued to the Treasury. The redemption was funded through a combination of existing liquid assets and the proceeds from a $115.0 million senior debt issuance. In December of 2011, the Company redeemed the Treasury’s common stock warrant for $900,000, which concluded the Company’s participation in the TARP. The Company paid total dividends to the Treasury of $8.7 million in 2011. Quarterly Dividend on Common Shares The Board of Directors of First Midwest Bancorp, Inc. (‘‘the Board’’) declared quarterly stock dividends of $0.01 per share from 2011 through the first quarter of 2013. The Company increased the dividend to $0.04 per share during the second quarter of 2013 and to $0.07 per share during the fourth quarter of 2013. There were no additional material transactions that affected stockholders’ equity during the three years ended December 31, 2013. 120 13. EARNINGS PER COMMON SHARE The table below displays the calculation of basic and diluted earnings (loss) per share. Basic and Diluted Earnings (Loss) per Common Share (Amounts in thousands, except per share data) Years Ended December 31, 2012 2013 2011 Net income (loss)........................................................... Preferred dividends......................................................... Accretion on preferred stock (1) ........................................ Net (income) loss applicable to participating securities ........ $ 79,306 - - (1,107) $ (21,054) - - 306 $ 36,563 (8,658) (2,118) (350) Net income (loss) applicable to common shares .............. $ 78,199 $ (20,748) $ 25,437 Weighted-average common shares outstanding: Weighted-average common shares outstanding (basic)....... Dilutive effect of common stock equivalents ................... Weighted-average diluted common shares outstanding ...... Basic earnings (loss) per common share ............................ Diluted earnings (loss) per common share.......................... Anti-dilutive shares not included in the computation of diluted earnings per common share (2) ............................ $ 73,984 10 73,994 1.06 1.06 1,462 73,665 1 73,666 $ (0.28) (0.28) $ 1,759 73,289 - 73,289 0.35 0.35 3,511 (1) Includes $1.5 million in accelerated amortization related to the redemption of preferred stock during the year ended December 31, 2011. (2) This amount represents outstanding stock options (and a common stock warrant during the year ended December 31, 2011) for which the exercise price is greater than the average market price of the Company’s common stock. 14. INCOME TAXES Components of Income Tax Expense (Benefit) (Dollar amounts in thousands) Years Ended December 31, 2012 2013 2011 Current income tax expense: Federal ...................................................................... State ......................................................................... $ Total .................................................................. Deferred income tax expense (benefit): Federal ...................................................................... State ......................................................................... Total .................................................................. Total income expense (benefit) .................................. $ 4,744 10,504 15,248 31,572 1,895 33,467 48,715 $ $ - 1 1 (23,728) (5,155) (28,883) $ (28,882) $ 1,929 419 2,348 1,605 555 2,160 4,508 Federal income tax expense (benefit) and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income (loss) and state income taxes. State income tax expense (benefit) and the related effective income tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income (loss) and state tax rules related to consolidated/combined reporting and sourcing of income and expense. Income tax expense totaled $48.7 million for the year ended December 31, 2013 compared to an income tax benefit of $28.9 million for the year ended December 31, 2012 and income tax expense of $4.5 million for the year ended 121 December 31, 2011. The rise in income tax expense in 2013 was the result of an increase in income subject to tax at statutory rates and to a non-deductible BOLI modification loss recorded in the third quarter of 2013. The decrease in income tax expense from 2011 to 2012 was driven primarily by a decrease in income subject to tax at statutory rates and to a $1.6 million tax benefit recorded in first quarter 2011 related to changes in the Illinois tax rate. Differences between the amounts reported in the consolidated financial statements and the tax basis of assets and liabilities result in temporary differences for which deferred tax assets and liabilities were recorded. Deferred Tax Assets and Liabilities (Dollar amounts in thousands) December 31, 2013 2012 Deferred tax assets: Alternative minimum tax (‘‘AMT’’) and other credit carryforwards................. Federal net operating loss (‘‘NOL’’) carryforwards ....................................... Allowance for credit losses ....................................................................... Unrealized losses on securities .................................................................. OREO ................................................................................................... State NOL carryforwards ......................................................................... Other .................................................................................................... $ 19,184 14,579 30,492 21,374 6,541 15,859 19,049 $ 13,379 54,770 31,762 23,737 4,949 17,287 15,047 Total deferred tax assets ....................................................................... 127,078 160,931 Deferred tax liabilities: Purchase accounting adjustments and intangibles ......................................... Deferred loan fees................................................................................... Accrued retirement benefits ...................................................................... FHLB stock dividends ............................................................................. Depreciation........................................................................................... Cancellation of indebtedness income .......................................................... Other .................................................................................................... Total deferred tax liabilities................................................................... Deferred tax valuation allowance .................................................................. Net deferred tax assets ......................................................................... Tax effect of adjustments related to other comprehensive (loss) income .............. (16,977) (1,984) (7,095) (1,222) (2,111) (5,340) (3,107) (37,836) - 89,242 18,382 (15,402) (2,565) (5,151) (2,167) (2,049) (5,340) (5,548) (38,222) - 122,709 10,896 Net deferred tax assets including adjustments .......................................... $ 107,624 $ 133,605 Net operating loss carryforwards available to offset future taxable income: Federal gross NOL carryforwards, begin to expire in 2032............................ Illinois gross NOL carryforwards, begin to expire in 2018 ............................ Indiana gross NOL carryforwards, begin to expire in 2022............................ Other credits (1)....................................................................................... $ 41,654 290,076 16,112 19,184 $ 156,486 297,448 31,170 13,379 (1) Consists of AMT credits, which have an indefinite life, and other credits, which have a 20-year life. Approximately $3.1 million of other credits will begin to expire during the year ended December 31, 2028. Net deferred tax assets are included in other assets in the accompanying Consolidated Statements of Financial Condition. Management believes that it is more likely than not that net deferred tax assets will be fully realized and no valuation allowance is required. 122 Components of Effective Tax Rate Years Ended December 31, 2012 2013 2011 Statutory federal income tax rate ........................................ Tax-exempt income, net of interest expense disallowance ........ State income tax, net of federal income tax effect ................. Net other ......................................................................... Effective tax rate ........................................................... 35.0% (6.2)% 6.4% 2.9% 38.1% 35.0% 16.8% 7.0% (1.0)% 57.8% 35.0% (21.3)% (0.3)% (2.4)% 11.0% The change in effective tax rate from the year ended December 31, 2012 to the year ended December 31, 2013 was the result of an increase in income subject to tax at statutory rates and a non-deductible BOLI modification loss recorded in the third quarter of 2013. The change in effective tax rate from the year ended December 31, 2011 to the year ended December 31, 2012 was driven primarily by a decrease in income subject to tax at statutory rates and to a $1.6 million tax benefit recorded in the first quarter of 2011 related to changes in the Illinois tax rate. As of December 31, 2013, 2012, and 2011, the Company’s retained earnings included an appropriation for an acquired thrift’s tax bad debt reserves of approximately $2.5 million for which no provision for federal or state income taxes has been made. If, in the future, this portion of retained earnings was distributed as a result of the liquidation of the Company or its subsidiaries, federal and state income taxes would be imposed at the then applicable rates. Uncertainty in Income Taxes The Company files income tax returns in the U.S federal jurisdiction and in Illinois, Indiana, Iowa, and Wisconsin. The Internal Revenue Service completed audits of the Company’s 2006-2010 federal income tax returns during 2012. Audits of the Company’s 2006-2007 Illinois income tax returns were closed during 2011. Audits of the Company’s 2008-2009 Illinois income tax returns were closed during 2012. None of these audits resulted in significant adjustments. Federal income tax returns filed by the Company for 2008, 2010, 2011 and 2012 are subject to examination by federal income tax authorities. The Company is no longer subject to examination by Illinois, Indiana, Iowa and Wisconsin tax authorities for years prior to 2009. Rollforward of Unrecognized Tax Benefits (Dollar amounts in thousands) Years Ended December 31, 2012 2013 2011 Beginning balance ...................................................................... Additions for tax positions relating to the current year.................. Additions for tax positions relating to prior years......................... Reductions for tax positions relating to prior years ....................... Reductions for settlements with taxing authorities ........................ Ending balance........................................................................... Interest and penalties not included above (1): Interest (benefit) expense, net of tax effect, and penalties .............. Accrued interest and penalties, net of tax effect, at end of year ...... $ $ $ - 279 - - - 279 - - $ $ $ 368 - - - (368) - (52) - $ $ $ 429 - 226 (80) (207) 368 44 52 (1) Included in income tax expense (benefit) in the Consolidated Statements of Income. 123 The Company does not anticipate that the amount of uncertain tax positions will significantly increase or decrease in the next 12 months. Included in the balance at December 31, 2013 are tax positions totaling $181,000 that would favorably affect the Company’s effective tax rate if recognized in future periods. 15. EMPLOYEE BENEFIT PLANS Profit Sharing Plan The Company has a defined contribution retirement savings plan (the ‘‘Profit Sharing Plan’’), which gives qualified employees the option to make contributions up to 45% of their pre-tax base salary (15% for certain highly compensated employees) through salary deductions under Section 401(k) of the Internal Revenue Code. At the employees’ direction, employee contributions are invested among a variety of investment alternatives. For certain employees who make voluntary contributions to the Profit Sharing Plan, the Company contributes an amount annually equal to 2% of the employee’s eligible compensation. The Profit Sharing Plan also permits the Company to distribute a discretionary profit-sharing component up to 15% of the employee’s compensation. The Company’s matching contribution vests immediately, while the discretionary component vests over six years. Profit Sharing Plan (Dollar amounts in thousands) Profit sharing expense (1) ................................................... Company dividends received by the Profit Sharing Plan ......... Company shares held by the Profit Sharing Plan at the end of the year: Number of shares .......................................................... Fair value ..................................................................... Years Ended December 31, 2012 2013 2011 $ $ 2,914 159 $ $ 2,532 71 $ $ 2,897 72 1,426,708 25,010 $ 1,743,085 21,823 $ 1,806,262 18,297 $ (1) Included in retirement and other employee benefits in the Consolidated Statements of Income. Pension Plan The Company sponsors a defined benefit retirement plan (the ‘‘Pension Plan’’) that provides for retirement benefits based on years of service and compensation levels of the participants. The Pension Plan covers employees who met certain eligibility requirements and were hired before April 1, 2007, the date it was amended to eliminate new enrollment of new participants. During the second quarter of 2013, the Board of Directors approved an amendment to freeze benefit accruals under the Pension Plan effective on January 1, 2014. As a result of the Pension Plan amendment, the Company recorded an immaterial curtailment loss and remeasured the Pension Plan obligations and assets as of June 30, 2013. Based on December 31, 2013 actuarial assumptions, the amendment decreased the pension obligation by $9.9 million and increased other comprehensive (loss) income by $5.9 million, after tax. These actions reduced 2013 pension expense by approximately $1.0 million. Actuarially determined pension costs are charged to current operations and included in retirement and other employee benefits in the Consolidated Statements of Income. The Company’s funding policy is to contribute amounts to the Pension Plan that are sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974 plus additional amounts as the Company deems appropriate. 124 Pension Plan Cost and Obligations (Dollar amounts in thousands) December 31, Accumulated benefit obligation............................................................. Change in projected benefit obligation: Beginning balance................................................................................. Service cost ...................................................................................... Interest cost ...................................................................................... Curtailment....................................................................................... Actuarial (gain) loss........................................................................... Benefits paid .................................................................................... Ending balance ..................................................................................... Change in fair value of plan assets: Beginning balance................................................................................. Actual return on plan assets ................................................................ Benefits paid .................................................................................... Employer contributions ....................................................................... $ $ $ $ 2013 61,292 72,855 2,600 2,414 (9,947) (1,494) (5,136) 61,292 63,501 9,005 (5,136) 7,000 Ending balance ..................................................................................... $ 74,370 Funded status recognized in the Consolidated Statements of Financial Condition: Noncurrent asset (liability) .................................................................. Amounts recognized in accumulated other comprehensive loss: Prior service cost............................................................................... Net loss ........................................................................................... Net amount recognized.................................................................... Actuarial losses included in accumulated other comprehensive loss as a percent of: Accumulated benefit obligation............................................................ Fair value of plan assets ..................................................................... Amounts expected to be amortized from accumulated other comprehensive loss into net periodic benefit cost in the next fiscal year: Prior service cost............................................................................... Net loss ........................................................................................... Net amount expected to be recognized............................................... Weighted-average assumptions at the end of the year used to determine the actuarial present value of the projected benefit obligation: Discount rate .................................................................................... Rate of compensation increase ............................................................. N/A – Not applicable. $ $ $ $ $ 13,078 - 10,784 10,784 17.6% 14.5% - 215 215 2012 62,326 63,011 2,862 2,720 - 9,331 (5,069) 72,855 62,990 5,580 (5,069) - 63,501 (9,354) 1 28,383 28,384 45.5% 44.7% 1 2,358 2,359 $ $ $ $ $ $ $ $ $ $ 4.30% N/A(1) 3.40% 2.50% (1) The rate of compensation increase is no longer applicable in determining the present value of the projected benefit obligation due to the amendment to freeze benefit accruals, which is discussed above. Expected amortization of net actuarial losses – To the extent the cumulative actuarial losses included in accumulated other comprehensive loss exceed 10% of the greater of the accumulated benefit obligation or the market-related value of the Pension Plan assets, it is the Company’s policy to amortize the Pension Plan’s net actuarial losses into income over the future working life of the Pension Plan participants. In connection with the freeze of benefit accruals under the Pension Plan, the Company changed its policy to amortize net actuarial losses into income over the average remaining life expectancy of the Pension Plan participants in the second quarter of 125 2013. Actuarial losses included in accumulated other comprehensive loss as of December 31, 2013 exceeded 10% of the accumulated benefit obligation and the fair value of Pension Plan assets. The amortization of net actuarial losses is a component of the net periodic benefit cost. Amortization of the net actuarial losses and prior service cost included in other comprehensive (loss) income is not expected to have a material impact on the Company’s future results of operations, financial position, or liquidity. Net Periodic Benefit Pension Cost (Dollar amounts in thousands) Components of net periodic benefit cost: Service cost .............................................................. Interest cost .............................................................. Expected return on plan assets ..................................... Recognized net actuarial loss ....................................... Amortization of prior service cost ................................ Other (1) .................................................................... Net periodic cost................................................. Other changes in plan assets and benefit obligations recognized as a charge to other comprehensive (loss) income: Net gain (loss) for the period ................................... Amortization of prior service cost ............................. Amortization of net loss .......................................... Total unrealized gain (loss) ............................... Total recognized in net periodic pension cost and other comprehensive (loss) income .................. Weighted-average assumptions used to determine the net periodic cost: Discount rate............................................................. Expected return on plan assets ..................................... Rate of compensation increase ..................................... Years Ended December 31, 2012 2013 2011 $ 2,600 2,414 (4,299) 1,453 1 - 2,169 16,146 1 1,453 17,600 $ 2,862 2,720 (4,456) 1,684 3 - 2,813 (8,207) 4 1,683 (6,520) $ 2,725 3,032 (4,110) 976 3 1,285 3,911 (11,124) 4 2,260 (8,860) $ 15,431 $ (9,333) $ (12,771) 3.40% 7.25% 2.50% 4.40% 7.25% 2.50% 5.50% 7.50% 3.00% (1) The 2011 amount represents the correction of a 2010 actuarial Pension Plan expense calculation related to the valuation of future early retirement benefits. Pension Plan Asset Allocation (Dollar amounts in thousands) Target Allocation Fair Value of Plan Assets (1) Percentage of Plan Assets 2013 2012 Asset Category: Equity securities ......................................... Fixed income ............................................. Cash equivalents ......................................... 50 - 60% 30 - 48% 2 - 10% Total...................................................... $ 46,925 22,175 5,270 $ 74,370 63% 30% 7% 100% 59% 35% 6% 100% (1) Additional information regarding the fair value of Pension Plan assets at December 31, 2013 can be found in Note 21, ‘‘Fair Value.’’ 126 As of December 31, 2013, the equity securities category allocation was outside the target range due to improved market performance. Subsequent to December 31, 2013, the Pension Plan assets were rebalanced and all asset categories were within the target allocation. Expected long-term rate of return – The expected long-term rate of return on Pension Plan assets represents the average rate of return expected to be earned over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, the Company considers long-term returns of historical market data and projections of future returns for each asset category, as well as historical actual returns on the Pension Plan assets with the assistance of its independent actuarial consultant. Using this reference data, the Company develops a forward-looking return expectation for each asset category and a weighted-average expected long-term rate of return based on the target asset allocation. Investment policy and strategy – The investment objective of the Pension Plan is to maximize the return on Pension Plan assets over a long-term horizon to satisfy the Pension Plan obligations. In establishing its investment policies and asset allocation strategies, the Company considers expected returns and the volatility associated with different strategies. The policy established by the Company’s Retirement Plan Committee provides for growth of capital with a moderate level of volatility by investing assets according to the target allocations stated above and reallocating those assets as needed to stay within those allocations. Investments are weighted toward publicly traded securities. Investment strategies that include alternative asset classes, such as private equity hedge funds and real estate, are generally avoided. Under the advisement of a certified investment advisor, the Committee reviews the investment policy on a quarterly basis to determine if any adjustments to the policy or investment strategy are necessary. Based on the amendment to freeze benefit accruals under the Pension Plan effective January 1, 2014, the Company does not anticipate making a contribution to the Pension Plan in 2014. Estimated future pension benefit payments for fiscal years ending December 31, 2014 through 2023 are as follows. Estimated Future Pension Benefit Payments (Dollar amounts in thousands) Year ending December 31, 2014 ................................................................................ 2015 ................................................................................ 2016 ................................................................................ 2017 ................................................................................ 2018 ................................................................................ 2019-2023......................................................................... $ Total 5,857 5,333 5,075 4,810 4,234 18,450 16. SHARE-BASED COMPENSATION Share-Based Plans Omnibus Stock and Incentive Plan (the ‘‘Omnibus Plan’’) – In 1989, the Board adopted the Omnibus Plan, which allows for the grant of both incentive and non-statutory (‘‘nonqualified’’) stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance units, and performance shares to certain key employees. Since the inception of the Omnibus Plan through the end of 2008, certain key employees were granted nonqualified stock options. The option exercise price is set at the fair value of the Company’s common stock on the grant date. The fair value is defined as the average of the high and low stock price on the grant date. All options have a term of ten years from the grant date, include reload features, and are non-transferable except to immediate family members, family trusts, or partnerships. Since 2008, the Company grants restricted stock awards instead of nonqualified stock options to certain key employees. Both stock options and restricted stock awards vest over three years with 50% vesting after two years from the grant date and the remaining 50% vesting three years after the grant date provided the employee remains 127 employed by the Company during this period (subject to accelerated vesting in the event of change-in-control or upon certain terminations of employment, as set forth in the applicable award agreement). Nonemployee Directors Stock Plan (the ‘‘Directors Plan’’) – In 1997, the Board adopted the Directors Plan, which provides for the grant of equity awards to non-management Board members. Until 2008, only non-qualified stock options were issued under the Directors Plan. The exercise price of the options is equal to the fair value of the Company’s common stock on the grant date. All options have a term of 10 years from the grant date. In 2008, the Company amended the Directors Plan to allow for the grant of restricted stock awards. The awards are restricted to transfer, but are not restricted to dividend payment and voting rights. Both the options and the awards vest one year from the grant date subject to accelerated vesting in the event of retirement, death, disability, or change-in-control, as defined in the Directors Plan. Both the Omnibus Plan and the Directors Plan, and material amendments, were submitted to and approved by the stockholders of the Company. The Company issues treasury shares to satisfy stock option exercises and restricted stock award releases. Shares of Common Stock Available Under Share-Based Plans December 31, 2013 Shares Authorized Shares Available For Grant Omnibus Plan ................................................................................... Directors Plan ................................................................................... 8,631,641 481,250 2,254,022 66,634 Salary Stock Awards – The Company also periodically issues salary stock awards to certain executive officers. This stock is fully vested as of the grant date. The issuance of salary stock awards is included in share-based compensation expense, but does not reduce the number of shares issued and outstanding under the Omnibus Plan as the issuance is not considered part of the share-based plans referenced above. Salary Stock Awards Granted Years ended December 31, 2012 2011 2013 Shares granted ......................................................................... Weighted-average price ............................................................. $ 8,693 14.30 10,983 11.51 $ 45,889 10.10 $ Stock Options Nonqualified Stock Option Transactions (Amounts in thousands, except per share data) Year Ended December 31, 2013 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (1) Aggregate Intrinsic Value (2) Number of Options Options outstanding beginning balance ............... Expired ...................................................... Options outstanding ending balance ................... Exercisable at the end of the year ...................... 1,718 (282) 1,436 1,436 $ $ $ 32.42 29.49 32.99 32.99 (1) Represents the average remaining contractual life in years. 2.24 2.24 $ $ 230 230 128 (2) Aggregate intrinsic value represents the total pre-tax intrinsic value that would have been received by the option holders if they had exercised their options on December 31, 2013. Intrinsic value equals the difference between the Company’s average of the high and low stock price on the last trading day of the year and the option exercise price, multiplied by the number of shares. This amount will fluctuate with changes in the fair value of the Company’s common stock. Stock Option Valuation Assumptions – The Company estimates the fair value of stock options at the grant date using a Black-Scholes option-pricing model that utilizes the assumptions outlined in the following table. No stock options were granted during the years ended December 31, 2013 or 2012. An immaterial amount of stock options were granted during the year ended December 31, 2011. No stock options were exercised and no stock option award modifications were made during the three years ended December 31, 2013. Restricted Stock Awards and Restricted Stock Units Restricted Stock Transactions (Amounts in thousands, except per share data) Year Ended December 31, 2013 Restricted Stock Awards Weighted Average Grant Date Fair Value Number of Shares/Units Restricted Stock Units Number of Shares/Units Weighted Average Grant Date Fair Value Non-vested awards beginning balance........... Granted ................................................ Vested .................................................. Forfeited............................................... Non-vested awards ending balance ............... 1,087 428 (378) (90) 1,047 $ $ 11.87 13.01 12.50 12.06 12.10 62 159 (8) (10) 203 $ $ 11.69 13.01 12.50 12.06 12.68 Other Restricted Stock Award/Unit Information Years Ended December 31, 2012 2013 2011 Weighted-average grant date fair value of restricted stock awards/units granted during the year............................................................... Total fair value of restricted stock awards/unit vested during the year ... Income tax benefit realized from the vesting/release of restricted stock awards/units .............................................................................. $ 13.01 4,917 $ 11.35 4,921 $ 12.08 4,268 1,966 1,884 1,828 No restricted stock awards/unit modifications were made during the periods presented. Compensation Expense The Company recognizes share-based compensation expense based on the estimated fair value of the option or award at the grant or modification date. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income. 129 Effect of Recording Share-Based Compensation Expense (Dollar amounts in thousands) Years ended December 31, 2012 2011 2013 Restricted stock award/unit expense ................................................. Salary stock award expense ............................................................ Stock option expense ..................................................................... $ 5,779 124 — Total share-based compensation expense........................................ Income tax benefit ........................................................................ 5,903 2,414 $ 5,877 127 — 6,004 2,456 $ 5,607 464 291 6,362 2,602 Share-based compensation expense, net of tax................................ $ 3,489 $ 3,548 $ 3,760 Unrecognized compensation expense ................................................ Weighted-average amortization period remaining (in years).................. $ 6,327 1.2 $ 5,674 1.1 $ 4,784 1.0 17. STOCKHOLDER RIGHTS PLAN On February 15, 1989, the Board adopted a Stockholder Rights Plan. Pursuant to that plan, the Company declared a dividend, paid March 1, 1989, of one right (‘‘Right’’) for each outstanding share of Company common stock held on record on March 1, 1989 pursuant to a Rights Agreement dated February 15, 1989. The Rights Agreement was amended and restated on November 15, 1995 and again on June 18, 1997 to exclude an acquisition. The Rights Agreement was further amended on December 9, 2008 to clarify certain items. As amended, each Right entitles the registered holder to purchase from the Company 1/100 of a share of Series A Preferred Stock for a price of $150, subject to adjustment. The Rights will be exercisable only if a person or group acquires, or announces the intention to acquire, 10% or more of the Company’s outstanding shares of common stock. The Company is entitled to redeem each Right for $0.01, subject to adjustment, at any time prior to the earlier of the tenth business day following the acquisition by any person or group of 10% or more of the outstanding shares of the common stock or the expiration date of the Rights. The Rights Agreement will expire on November 15, 2015. As a result of the Rights Agreement, 600,000 of the 1,000,000 shares of authorized preferred stock were reserved for issuance as Series A Preferred Stock. 18. REGULATORY AND CAPITAL MATTERS The Company and its subsidiaries are subject to various regulatory requirements that impose restrictions on cash, loans or advances, and dividends. The Bank is also required to maintain reserves against deposits. Reserves are held either in the form of vault cash or noninterest-bearing balances maintained with the Federal Reserve Bank and are based on the average daily balances and statutory reserve ratios prescribed by the type of deposit account. Reserve balances totaling $68.7 million at December 31, 2013 and $50.9 million at December 31, 2012 were maintained in accordance with these requirements. Under current Federal Reserve regulations, the Bank is limited in the amount it may loan or advance to First Midwest Bancorp, Inc. on an unconsolidated basis (the ‘‘Parent Company’’) and its non-bank subsidiaries. Loans or advances to a single subsidiary may not exceed 10%, and loans to all subsidiaries may not exceed 20% of the Bank’s capital stock and surplus, as defined. Loans from subsidiary banks to non-bank subsidiaries, including the Parent Company, are also required to be collateralized. The principal source of cash flow for the Parent Company is dividends from the Bank. Various federal and state banking regulations and capital guidelines limit the amount of dividends that the Bank may pay to the Parent Company. Without prior regulatory approval, the Bank can initiate aggregate dividend payments in 2014 equal to its net profits for 2014, as defined by statute, less $7.4 million up to the date of any such dividend declaration. Future payment of dividends by the Bank depends on individual regulatory capital requirements and levels of profitability. The Company and the Bank are also subject to various capital requirements set up and administered by federal banking agencies. Under capital adequacy guidelines, the Company and the Bank must meet specific guidelines 130 that involve quantitative measures given the risk levels of assets and certain off-balance sheet items calculated under regulatory accounting practices (‘‘risk-weighted assets’’). The capital amounts and classification are also subject to qualitative judgments by the regulators regarding components of capital and assets, risk weightings, and other factors. The Federal Reserve, the primary regulator of the Company and the Bank, establishes minimum capital requirements that must be met by member institutions. As defined in the regulations, quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to adjusted average assets. Failure to meet minimum capital requirements could result in actions by regulators that could have a material adverse effect on the Company’s financial statements. As of December 31, 2013, the Company and the Bank met all capital adequacy requirements. As of December 31, 2013, the most recent regulatory notification classified the Bank as ‘‘well-capitalized’’ under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes would change the Bank’s classification. The following table outlines the Company’s and the Bank’s measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve to be categorized as adequately capitalized and as ‘‘well-capitalized.’’ Summary of Capital Ratios (Dollar amounts in thousands) Actual Adequately Capitalized Capital Ratio % Capital Ratio % To Be Well-Capitalized Under Prompt Corrective Action Provisions Capital Ratio % As of December 31, 2013: Total capital (to risk-weighted assets): First Midwest Bancorp, Inc. ............ First Midwest Bank ........................ $ 841,787 897,255 12.39 13.86 $ 543,573 517,721 Tier 1 capital (to risk-weighted assets): First Midwest Bancorp, Inc. ............ First Midwest Bank ........................ Tier 1 leverage (to average assets): First Midwest Bancorp, Inc. ............ First Midwest Bank ........................ As of December 31, 2012: Total capital (to risk-weighted assets): 741,414 816,286 10.91 12.61 741,414 816,286 9.18 10.24 271,787 258,861 242,277 239,065 First Midwest Bancorp, Inc. ............ First Midwest Bank ........................ $ 755,264 859,018 11.90 13.76 $ 507,882 499,390 Tier 1 capital (to risk-weighted assets): ............ First Midwest Bancorp, Inc. First Midwest Bank ........................ Tier 1 leverage (to average assets): First Midwest Bancorp, Inc. ............ First Midwest Bank ........................ 652,480 780,631 10.28 12.51 652,480 780,631 8.40 10.09 253,941 249,695 233,069 232,071 8.00 8.00 4.00 4.00 3.00 3.00 8.00 8.00 4.00 4.00 3.00 3.00 $ 679,467 647,152 10.00 10.00 407,680 388,291 403,794 398,442 6.00 6.00 5.00 5.00 $ 634,852 624,237 10.00 10.00 380,911 374,542 388,448 386,785 6.00 6.00 5.00 5.00 In July of 2013, the Federal Reserve published final rules (the ‘‘Basel III Capital Rules’’) that revise the regulatory capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision. The phase-in period for the final rules will begin for the Company on January 1, 2015, with full compliance with the final rules entire requirement phased in on January 1, 2019. 131 The Basel III Capital Rules (i) introduce a new capital measure called ‘‘Common Equity Tier 1’’ (‘‘CET1’’), (ii) specify that Tier 1 capital consist of CET1 and ‘‘Additional Tier 1 Capital’’ instruments meeting specified requirements, (iii) narrowly define CET1 by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and (iv) expand the scope of the deductions/ adjustments compared to existing regulations. Bank holding companies with less than $15 billion in consolidated assets as of December 31, 2009, such as the Company, are permitted to include trust-preferred securities in Additional Tier 1 Capital on a permanent basis and without any phase-out. As of December 31, 2013, the Company had $36.7 million of trust-preferred securities included in Tier 1 capital. When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Company and the Bank to maintain the following: (cid:127) A minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% ‘‘capital conservation buffer’’ (resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation). (cid:127) A minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation). (cid:127) A minimum ratio of Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (resulting in a minimum total capital ratio of 10.5% upon full implementation). (cid:127) A minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. The Basel III Capital Rules also provide for a number of deductions from and adjustments to CET1 beginning on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). Examples of these include the requirement that mortgage servicing rights, deferred tax assets depending on future taxable income, and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under current capital standards, the effects of accumulated other comprehensive income items included in capital are excluded for the purposes of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, the Company and the Bank, may make a one-time permanent election to continue to exclude these items, and the Company and the Bank expect to make such an election. Finally, the Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50%, and 100%) to a much larger and more risk-sensitive number of categories depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities to 600% for certain equity exposures, resulting in higher risk weights for a variety of asset categories. The Company and the Bank believe they would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect as of December 31, 2013. 19. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy. The significant accounting policies related to derivative instruments and hedging activities are presented in Note 1, ‘‘Summary of Significant Accounting Policies.’’ The Company hedges the fair value of fixed rate commercial real estate loans using interest rate swaps through which the Company pays fixed amounts and receives variable amounts. These derivative contracts are designated as fair value hedges. 132 Fair Value Hedges (Dollar amounts in thousands) December 31, December 31, 2013 2012 Notional amount outstanding...................................................................... Derivative liability fair value ...................................................................... Weighted-average interest rate received ........................................................ Weighted-average interest rate paid ............................................................. Weighted-average maturity (in years) ........................................................... Cash pledged to collateralize net unrealized losses with counterparties (1) ......... Fair value of assets needed to settle derivative transactions (2) ......................... $ $ 14,730 (1,472) 2.08% 6.39% 3.76 1,583 1,502 $ $ 15,860 (2,270) 2.12% 6.39% 4.76 2,516 2,301 (1) No other collateral was required to be pledged. (2) This amount represents the fair value of assets needed to settle derivative transactions if credit risk related contingent factors were triggered. Hedge ineffectiveness is recognized in other noninterest income in the Consolidated Statements of Income. For the years ended December 31, 2013, 2012, and 2011, gains or losses related to fair value hedge ineffectiveness were not material. The Company also enters into derivative transactions with its commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with a third-party. This transaction allows the Company’s customers to effectively convert a variable rate loan into a fixed rate loan. Due to the offsetting nature of these transactions, the Company does not apply hedge accounting treatment. Transaction fees related to commercial customer derivative instruments of $2.8 million were recorded in noninterest income for the year ended December 31, 2013. There were no transaction fees related to commercial customer derivative instruments for the years ended December 31, 2012 or 2011. Other Derivative Instruments (Dollar amounts in thousands) December 31, December 31, 2013 2012 Notional amount outstanding...................................................................... Derivative asset fair value .......................................................................... Derivative liability fair value ...................................................................... Cash pledged to collateralize net unrealized losses with counterparties (1) ......... Fair value of assets needed to settle derivative transactions (2) ......................... $ 128,319 2,235 (2,235) 1,420 1,305 $ — — — — — (1) No other collateral was required to be pledged. (2) This amount represents the fair value if credit risk related contingent factors were triggered. Derivative instruments are inherently subject to credit risk, which represents the Company’s risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Credit risk is managed by limiting and collateralizing the aggregate amount of net unrealized losses by transaction, monitoring the size and the maturity structure of the derivatives, and applying uniform credit standards. Company policy establishes limits on credit exposure to any single counterparty. In addition, the Company established bilateral collateral agreements with derivative counterparties that provide for exchanges of marketable securities or cash to collateralize either party’s net losses above a stated minimum threshold. At December 31, 2013 and 2012, these collateral agreements covered 100% of the fair value of the Company’s outstanding fair value hedges. Derivative assets and liabilities are presented gross, rather than net, of pledged collateral amounts. 133 As of December 31, 2013 and 2012, the Company’s derivative instruments generally contained provisions that require the Company’s debt to remain above a certain credit rating by each of the major credit rating agencies or that the Company maintain certain capital levels. If the Company’s debt were to fall below that credit rating or the Company’s capital were to fall below the required levels, it would be in violation of those provisions, and the counterparties to the derivative instruments could terminate the swap transaction and demand cash settlement of the derivative instrument in an amount equal to the derivative liability fair value. As of December 31, 2013 and 2012, the Company was not in violation of these provisions. The Company’s derivative portfolio also includes other derivative instruments that do not receive hedge accounting treatment consisting of commitments to originate 1-4 family mortgage loans and foreign exchange contracts. In addition, the Company occasionally enters into risk participation agreements with counterparty banks to transfer or assume a portion of the credit risk related to customer transactions. The amounts of these instruments were not material for any period presented. The Company had no other derivative instruments as of December 31, 2013 and 2012. The Company does not enter into derivative transactions for purely speculative purposes. 20. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES Credit Commitments and Guarantees In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and to conduct lending activities, including commitments to extend credit and standby and commercial letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. Contractual or Notional Amounts of Financial Instruments (Dollar amounts in thousands) December 31, 2013 2012 Commitments to extend credit: Commercial and industrial............................................................ Commercial real estate................................................................. Construction............................................................................... Home equity lines ....................................................................... Credit card lines ......................................................................... Overdraft protection program (1) .................................................... All other commitments ................................................................ Total commitments .................................................................. Letters of credit: Commercial real estate................................................................. Construction............................................................................... All other.................................................................................... Total letters of credit ................................................................ Unamortized fees associated with letters of credit (2)(3) ......................... Remaining weighted-average term, in months ..................................... Remaining lives, in years................................................................. Recourse on assets sold: Unpaid principal balance of assets sold .......................................... Carrying value of recourse obligation (2) ......................................... $ $ $ $ $ $ 897,483 167,792 12,756 270,230 32,553 170,956 109,311 1,661,081 39,275 4,496 66,682 110,453 582 9.83 0.1 to 14.7 170,330 162 $ $ $ $ $ $ 737,973 168,105 18,986 258,156 25,459 176,328 105,344 1,490,351 52,145 5,696 57,996 115,837 740 13.20 0.1 to 11.6 50,110 55 (1) Federal regulations regarding electronic fund transfers require customers to affirmatively consent to the institution’s overdraft service for automated teller machine and one-time debit card transactions before overdraft fees may be assessed on the account. Customers are provided a specific line for the amount they may overdraw. (2) Included in other liabilities in the Consolidated Statements of Financial Condition. (3) The Company is amortizing these amounts into income over the commitment period. 134 Commitments to extend credit are agreements to lend funds to a customer, subject to contractual terms and covenants. Commitments generally have fixed expiration dates or other termination clauses, variable interest rates, and fee requirements, when applicable. Since many of the commitments are expected to expire without being drawn, the total commitment amounts do not necessarily represent future cash flow requirements. In the event of a customer’s non-performance, the Company’s credit loss exposure is equal to the contractual amount of the commitments. The credit risk is essentially the same as extending loans to customers. The Company uses the same credit policies for credit commitments as its loans and minimizes exposure to credit loss through various collateral requirements. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent on the failure of the customer to perform according to the terms of the contract with the third party and are often issued in favor of a municipality where construction is taking place to ensure the borrower adequately completes the construction. The maximum potential future payments guaranteed by the Company under standby letters of credit arrangements are equal to the contractual amount of the commitment. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral, including real estate, production plants and property, marketable securities, or receipt of cash. As a result of the sale of certain 1-4 family mortgage loans, the Company is contractually obligated to repurchase any non-performing loans or loans that do not meet underwriting requirements at recorded value. In accordance with the sales agreements, there is no limitation to the maximum potential future payments or expiration of the Company’s recourse obligation. No loans were required to be repurchased during the years ended December 31, 2013 or 2012. During 2012, the Company entered into two forward commitments with the FHLB to borrow $250 million for a five year period beginning in 2014 at a weighted average interest rate of 2.0%. The Company terminated these forward commitments during the third quarter of 2013, resulting in a gain of $7.8 million recorded as a component of noninterest income in the Consolidated Statement of Income. Legal Proceedings In 2011, the Bank was named in a purported class action lawsuit filed in the Circuit Court of Cook County, Illinois on behalf of certain of the Bank’s customers who incurred overdraft fees. The lawsuit was based on the Bank’s practices relating to debit card transactions, and alleged that these practices resulted in customers being assessed excessive overdraft fees. The plaintiffs sought an unspecified amount of damages and other relief, including restitution. No class was ever certified. The Bank filed a motion to dismiss the plaintiffs’ complaint and, on January 23, 2013, the Circuit Court entered an order granting the Bank’s motion and dismissed the complaint with prejudice. The plaintiffs appealed the Circuit Court’s ruling. The plaintiffs subsequently filed a motion to dismiss their appeal, and the Appellate Court of Illinois entered an order dismissing the appeal on January 21, 2014. There are certain other legal proceedings pending or threatened against the Company and its subsidiaries. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management believes that any liabilities arising from pending legal matters are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. 21. FAIR VALUE Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Statements of Financial Condition. Those assets and liabilities are presented below in the sections titled ‘‘Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis’’ and ‘‘Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis.’’ 135 Other assets and liabilities are not required to be measured at fair value in the Consolidated Statements of Financial Condition, but must be disclosed at fair value. Refer to the ‘‘Fair Value Measurements of Other Financial Instruments’’ section of this footnote. Any aggregation of the estimated fair values presented in this footnote does not represent the value of the Company. Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. GAAP provides a three-tiered fair value hierarchy based on the inputs used to measure fair value. The hierarchy is defined as follows: (cid:127) Level 1 – Quoted prices in active markets for identical assets or liabilities. (cid:127) Level 2 – Observable inputs other than level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. (cid:127) Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed. Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities between levels of the fair value hierarchy during the periods presented. Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis The following table provides the fair value for assets and liabilities required to be measured at fair value on a recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy. Recurring Fair Value Measurements (Dollar amounts in thousands) December 31, 2013 Level 2 Level 1 Level 3 Level 1 December 31, 2012 Level 2 Level 3 Assets: Trading securities: Money market funds........ Mutual funds ................. $ Total trading securities.. Securities available-for-sale: U.S. agency securities ...... CMOs........................... Other MBSs .................. Municipal securities ........ CDOs ........................... Corporate debt securities .. Hedge fund investment .... Other equity securities ..... Total securities available-for-sale ...... Mortgage servicing rights (1) Derivative assets (1) ............. Liabilities: Derivative liabilities (2) ........ $ $ 1,847 15,470 17,317 $ - - - - - - $ 1,554 12,608 14,162 $ $ - - - - - - - - - - 44 44 - - - 500 475,768 136,164 461,393 - 14,929 3,179 2,439 1,094,372 - 2,235 - - - - 18,309 - - - 18,309 1,893 - $ 3,707 $ - $ - - - - - - - 43 43 - - - 508 400,383 122,900 520,043 - 15,339 1,616 9,442 1,070,231 - - $ 2,270 $ - - - - - - - - 12,129 - - - 12,129 985 - (1) Included in other assets in the Consolidated Statements of Financial Condition. (2) Included in other liabilities in the Consolidated Statements of Financial Condition. 136 The following sections describe the valuation techniques and inputs used to measure these financial assets and liabilities at fair value. Trading Securities The Company’s trading securities consist of diversified investment securities held in a grantor trust and are invested in money market and mutual funds. The fair value of these money market and mutual funds is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy. Securities Available-for-Sale The Company’s available-for-sale securities are primarily fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair values are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. Quarterly, the Company evaluates the methodologies used by its external pricing services to develop the fair values to determine whether the results of the valuations are representative of an exit price in the Company’s principal markets and an appropriate representation of fair value. The Company’s hedge fund investment is classified in level 2 of the fair value hierarchy. The fair value is derived from monthly and annual financial statements provided by hedge fund management. The majority of the hedge fund’s investment portfolio is held in securities that are freely tradable and are listed on national securities exchanges. CDOs are classified in level 3 of the fair value hierarchy. The Company estimates the fair values for each CDO using discounted cash flow analyses with the assistance of a structured credit valuation firm. This methodology relies on credit analysis and review of historical financial data for each of the issuers of the securities underlying the individual CDO (the ‘‘Issuers’’) to estimate the cash flows. These estimates are highly subjective and sensitive to several significant, unobservable inputs, including prepayment assumptions, default probabilities, loss given default assumptions, and deferral cure probabilities. The cash flows for each Issuer are then discounted to present values using LIBOR plus an adjustment to reflect the higher risk inherent in these securities given their complex structures and the impact of market factors. Finally, the discounted cash flows for each Issuer are aggregated to derive the estimated fair value for the specific CDO. Information for each CDO, as well as the significant unobservable assumptions, is presented in the following table. 137 Characteristics of CDOs and Significant Unobservable Inputs Used in the Valuation of CDOs as of December 31, 2013 (Dollar amounts in thousands) 1 2 CDO Number 3 4 5 6 C-1 $ 17,500 7,140 4,499 C-1 $ 15,000 5,598 480 C-1 $ 15,000 12,377 4,233 B1 $ 15,000 13,922 5,351 C $ 10,000 1,317 1,626 Characteristics: Class............................... Original par...................... Amortized cost ................. Fair value......................... Lowest credit rating (Moody’s) ..................... Number of underlying Issuers ......................... Percent of Issuers currently performing.................... Current deferral and default percent (1)...................... Expected future deferral and default percent (2) ..... 12.1% Excess subordination percent (3)...................... - Discount rate risk Ca 43 83.7% 8.7% Ca 55 80.0% 11.4% 12.9% - Ca 59 78.0% 11.3% 15.1% - Ca 59 54.2% 34.8% 28.2% - C $ 6,500 6,178 2,120 Ca 77 C 55 65.5% 68.8% 36.1% 27.5% 21.6% 14.1% - 3.5% adjustment (4) ................. 14.0% 15.0% 14.0% 13.0% 14.0% 12.5% Significant unobservable inputs, weighted average of Issuers: 7.6% 23.5% 83.2% 38.6% Probability of prepayment ... Probability of default ......... Loss given default ............. Probability of deferral cure 15.4% 18.2% 88.0% 50.6% 4.8% 21.7% 88.9% 26.3% 6.1% 27.8% 92.9% 53.4% 5.3% 38.2% 92.9% 39.2% 2.2% 30.8% 95.4% 57.1% (1) Represents actual deferrals and defaults, net of recoveries, as a percent of the original collateral. (2) Represents expected future deferrals and defaults, net of recoveries, as a percent of the remaining performing collateral. The probability of future defaults is derived for each Issuer based on a credit analysis. The associated assumed loss given default is based on historical default and recovery information provided by a nationally recognized credit rating agency and is assumed to be 90% for banks, 85% for insurance companies, and 100% for Issuers that have already defaulted. (3) Represents additional defaults that the CDO can absorb before the security experiences any credit impairment. The excess subordination percentage is calculated by dividing the amount of potential additional loss that can be absorbed (before the receipt of all expected future principal and interest payments is affected) by the total balance of performing collateral. (4) Cash flows are discounted at LIBOR plus this adjustment to reflect the higher risk inherent in these securities. Most Issuers have the right to prepay the securities on the fifth anniversary of issuance and under other limited circumstances. To estimate prepayments, a credit analysis of each Issuer is performed to estimate its ability and likelihood to fund a prepayment. If a prepayment occurs, the Company receives cash equal to the par value for the portion of the CDO associated with that Issuer. The likelihood that an Issuer who is currently deferring payment on the securities will pay all deferred amounts and remain current thereafter is based on an analysis of the Issuer’s asset quality, leverage ratios, and other measures of financial viability. The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for each CDO. The timing of the default, the magnitude of the default, and the timing and magnitude of the cure probability are directly interrelated. Defaults that occur sooner and/or are greater than anticipated have a negative impact on the valuation. In addition, a high cure probability assumption has a positive effect on the fair value, and, if a cure event takes place sooner than anticipated, the impact on the valuation is also favorable. 138 Management monitors the valuation results of each CDO on a quarterly basis, which includes an analysis of historical pricing trends for these types of securities, overall economic conditions (such as tracking LIBOR curves), and the performance of the Issuers’ industries. Management also reviews market activity for the same or similar tranches of the CDOs, when available. Annually, management validates significant assumptions by reviewing detailed back-testing performed by the structured credit valuation firm. A rollforward of the carrying value of CDOs for the three years ended December 31, 2013 is presented in the following table. Rollforward of Carrying Value of CDOs (Dollar amounts in thousands) Years Ended December 31, 2012 2013 2011 Beginning balance ................................................................. $ 12,129 $ 13,394 $ 14,858 Total income (loss): OTTI included in earnings (1) ........................................... Included in other comprehensive (loss) income (2)................ Ending balance (3) ................................................................. - 6,180 (2,226) 961 (936) (528) $ 18,309 $ 12,129 $ 13,394 Change in unrealized losses recognized in earnings related to securities still held at end of period ...................................... $ - $ (2,226) $ (936) (1) Included in net securities gains (losses) in the Consolidated Statements of Income and related to securities still held at the end of the period. (2) Included in unrealized holding (losses) gains in the Consolidated Statements of Comprehensive Income. (3) There were no purchases, issuances, or settlements of CDOs during the periods presented. One CDO with a carrying value of zero was sold during the year ended December 31, 2013, resulting in a gain of $101,000. Mortgage Servicing Rights The Company services mortgage loans owned by third parties and collects servicing fees equal to a percentage of the outstanding principal balance of the loans being serviced. Mortgage servicing rights are recorded at fair value and included in other assets in the Consolidated Statements of Financial Condition. Therefore, the Company determines the fair value of mortgage servicing rights by estimating the present value of future cash flows associated with the mortgage loans being serviced. Key economic assumptions used in measuring the fair value of mortgage servicing rights at December 31, 2013 included prepayment speeds, maturities, and discount rates. While market-based data is used to determine the assumptions, the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights, which results in a level 3 classification in the fair value hierarchy. A rollforward of the carrying value of mortgage servicing rights for the three years ended December 31, 2013 is presented in the following table. 139 Carrying Value of Mortgage Servicing Rights (Dollar amounts in thousands) Beginning balance.......................................................... New mortgage servicing rights ..................................... Total gains (losses) included in earnings (1): Changes in valuation inputs and assumptions............... Other changes in fair value (2) ................................... Ending balance .............................................................. Contractual servicing fees earned during the year (1)............ Total amount of loans being serviced for the benefit of Years Ended December 31, 2012 2013 2011 $ $ $ 985 1,060 63 (215) 1,893 418 $ $ $ 929 347 (72) (219) 985 209 $ $ $ 942 - 179 (192) 929 235 others at the end of the year......................................... 214,458 109,730 78,594 (1) Included in mortgage banking income in the Consolidated Statements of Income and relate to assets still held at the end of the year. (2) Primarily represents changes in expected cash flows over time due to payoffs and paydowns. Derivative Assets and Derivative Liabilities The Company enters into interest rate swaps that are executed in the dealer market, and pricing is based on market quotes obtained from the counterparty. The market quotes were developed using market observable inputs, which primarily include LIBOR. Therefore, derivatives are classified in level 2 of the fair value hierarchy. For its derivative assets and liabilities, the Company also considers non-performance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparty are representative of an exit price. The Company also enters into derivative transactions with commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with a third party, which are valued using market consensus prices. Pension Plan Assets Although Pension Plan assets are not consolidated in the Company’s Consolidated Statements of Financial Condition, they are required to be measured at fair value on an annual basis. The fair value of Pension Plan assets is presented in the following table by level in the fair value hierarchy. Annual Fair Value Measurements for Pension Plan Assets (Dollar amounts in thousands) December 31, 2013 Level 2 Level 1 Total Level 1 December 31, 2012 Level 2 Total $ 23,896 $ - $ 23,896 $ 16,009 $ - $ 16,009 7,261 - 17,261 8,930 5,984 - 16,191 5,984 17,261 7,295 - 15,001 6,510 8,653 - 13,805 8,653 15,001 - 11,038 11,038 - 10,033 10,033 Pension plan assets: Mutual funds (1).... U.S. government and government agency securities ......... Corporate bonds... Common stocks ... Common trust funds............... Total pension plan assets .... $ 48,418 $ 25,952 $ 74,370 $ 38,305 $ 25,196 $ 63,501 (1) Includes mutual funds, money market funds, cash, cash equivalents, and accrued interest. 140 Mutual funds, certain U.S. government agency securities, and common stocks are based on quoted market prices in active exchange markets and classified in level 1 of the fair value hierarchy. Corporate bonds, certain U.S. government agency, and U.S. Treasury securities are valued at quoted prices from independent sources that are based on observable market trades or observable prices for similar bonds where a price for the identical bond is not observable and, therefore, are classified in level 2 of the fair value hierarchy. Common trust funds are valued at quoted redemption values on the last business day of the Pension Plan’s year end and are classified in level 2 of the fair value hierarchy. There were no Pension Plan assets classified in level 3 of the fair value hierarchy. Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis The following table provides the fair value for each class of assets and liabilities required to be measured at fair value on a non-recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy. Non-Recurring Fair Value Measurements (Dollar amounts in thousands) December 31, 2013 December 31, 2012 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Collateral-dependent impaired loans ................ OREO (1) ..................................................... Loans held-for-sale (2) .................................... Assets held-for-sale (3) ................................... $ - - - - $ - - - - $ 16,613 13,347 4,739 4,027 $ - - - - $ - - - - $ 61,454 11,956 - 1,668 (1) Includes OREO and covered OREO with fair value adjustments subsequent to initial transfer. (2) Included in other assets in the Consolidated Statements of Financial Condition. (3) Included in premises, furniture, and equipment in the Consolidated Statements of Financial Condition. Collateral-Dependent Impaired Loans Certain collateral-dependent impaired loans are subject to fair value adjustments to reflect the difference between the carrying value of the loan and the value of the underlying collateral. The fair values of collateral-dependent impaired loans are primarily determined by current appraised values of the underlying collateral. Based on the age and/or type, appraisals may be adjusted in the range of 0% - 20%. In certain cases, an internal valuation may be used when the underlying collateral is located in areas where comparable sales data is limited or unavailable. Accordingly, collateral-dependent impaired loans are classified in level 3 of the fair value hierarchy. Collateral-dependent impaired loans for which the fair value is greater than the recorded investment are not measured at fair value in the Consolidated Statements of Financial Condition and are not included in this disclosure. OREO The fair value of OREO is measured using the current appraised value of the properties. In certain circumstances, a current appraisal may not be available or may not represent an accurate measurement of the property’s fair value due to outdated market information or other factors. In these cases, the fair value is determined based on the lower of the (i) most recent appraised value, (ii) broker price opinion, (iii) current listing price, or (iv) signed sales contract. Given these valuation methods, OREO is classified in level 3 of the fair value hierarchy. Any valuation adjustments for reductions in the fair value of OREO subsequent to initial transfer are recognized in the Company’s operating results in the period in which they occur. Loans Held-for-Sale As of December 31, 2013, loans held-for-sale consisted of 1-4 family mortgage loans and one commercial real estate loan. These loans were transferred to the held-for-sale category at the contract price and, accordingly, are classified in level 3 of the fair value hierarchy. The Company had no loans held-for-sale as of December 31, 2012. 141 Assets Held-for-Sale Assets held-for-sale consist of former branches that are no longer in operation, which were transferred into the held-for-sale category at the lower of their fair value or their recorded investment. Based on the valuation methods used to determine the fair value of assets held-for-sale, they are classified in level 3 of the fair value hierarchy. Goodwill and Other Intangible Assets Goodwill and other intangible assets are subject to annual impairment testing, which requires a significant degree of management judgment and the use of significant unobservable inputs. As discussed in Note 8, ‘‘Goodwill and Other Intangible Assets,’’ the annual impairment tests indicated no impairment existed. If the testing had resulted in impairment, the Company would have classified goodwill and other intangible assets as a level 3 non-recurring fair value measurement. Additional information regarding goodwill, other intangible assets, and impairment policies can be found in Note 1, ‘‘Summary of Significant Accounting Policies,’’ and Note 8, ‘‘Goodwill and Other Intangible Assets.’’ Financial Instruments Not Required to be Measured at Fair Value For certain financial instruments that are not required to be measured at fair value in the Consolidated Statements of Financial Condition, the Company must disclose the estimated fair values and the level within the fair value hierarchy as shown in the following table. 142 Fair Value Measurements of Other Financial Instruments (Dollar amounts in thousands) Fair Value Hierarchy Level December 31, 2013 December 31, 2012 Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and due from banks.................. Interest-bearing deposits in other banks.................. Securities held-to-maturity ... FHLB and Federal Reserve Bank stock .................. Net loans................ FDIC indemnification asset ................... Investment in BOLI Accrued interest receivable ............ Other interest- earning assets ...... Liabilities: Deposits ................. Borrowed funds ....... Senior and subordinated debt Accrued interest payable ............... 1 2 2 2 3 3 3 3 3 2 2 1 2 $ 110,417 $ 110,417 $ 149,420 $ 149,420 476,824 476,824 566,846 566,846 44,322 43,387 34,295 36,023 35,161 5,628,855 35,161 5,544,146 47,232 5,288,124 47,232 5,305,286 16,585 193,167 25,735 6,550 7,829 193,167 25,735 6,809 37,051 206,405 27,535 9,923 27,040 206,405 27,535 10,640 $ 6,766,101 224,342 $ 6,765,404 226,839 $ 6,672,255 185,984 $ 6,674,510 189,074 190,932 201,147 214,779 216,686 2,400 2,400 2,884 2,884 Management uses various methodologies and assumptions to determine the estimated fair values of the financial instruments in the table above. The fair value estimates are made at a discrete point in time based on relevant market information and consider management’s judgments regarding future expected economic conditions, loss experience, and specific risk characteristics of the financial instruments. Short-Term Financial Assets and Liabilities – For financial instruments with a shorter-term or with no stated maturity, prevailing market rates, and limited credit risk, the carrying amounts approximate fair value. Those financial instruments include cash and due from banks, interest-bearing deposits in other banks, other short-term investments, accrued interest receivable, and accrued interest payable. Securities Held-to-Maturity – The fair value of securities held-to-maturity is estimated using the present value of future cash flows of the remaining maturities of the securities. FHLB and Federal Reserve Bank Stock – The carrying amounts approximate fair value. Net Loans – Net loans includes loans, covered loans, and the allowance for loan and covered loan losses. The fair value of loans is estimated using the present value of the future cash flows of the remaining maturities of the loans. Prepayment assumptions that consider the Company’s historical experience and current economic and lending conditions were included. The discount rate was based on the LIBOR yield curve with adjustments for liquidity and credit risk. The primary impact of credit risk on the fair value of the loan portfolio was accommodated through the 143 use of the allowance for loan and covered loan losses, which is believed to represent the current fair value of estimated inherent losses for purposes of the fair value calculation. The fair value of the covered loan portfolio is determined by discounting the estimated cash flows at a market interest rate, which is derived from LIBOR swap rates over the life of those loans. The estimated cash flows are derived from the contractual terms of the covered loans, net of any projected credit losses. For valuation purposes, these loans are placed into groups with similar characteristics and risk factors, where appropriate. The timing and amount of credit losses for each group are estimated using historical default and loss experience, current collateral valuations, borrower credit scores, and internal risk ratings. For individually significant loans or credit relationships, the estimated fair value is determined by a specific loan level review utilizing appraised values for collateral and projections of the timing and amount of cash flows. FDIC Indemnification Asset – The fair value of the FDIC indemnification asset is calculated by discounting the cash flows expected to be received from the FDIC. The future cash flows are estimated by multiplying expected losses on covered loans and covered OREO by the reimbursement rates in the FDIC Agreements. Investment in BOLI – The fair value of BOLI approximates the carrying amount as both are based on each policy’s respective CSV, which is the amount the Company would receive from liquidation of these investments. The CSV is derived from monthly reports provided by the managing brokers and is determined using the Company’s initial insurance premium and earnings of the underlying assets, offset by management fees. Other Interest-Earning Assets – The fair value of other interest-earning assets is estimated using the present value of the future cash flows of the remaining maturities of the assets. Deposits – The fair values disclosed for demand deposits, savings deposits, NOW accounts, and money market deposits are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair value for fixed-rate time deposits was estimated using the future cash flows discounted based on the LIBOR yield curve, plus or minus the spread associated with current pricing. Borrowed Funds – The fair value of FHLB advances is estimated by discounting the agreements based on maturities using the rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date. The carrying amounts of securities sold under agreements to repurchase approximate their fair value due to their short-term nature. Senior and Subordinated Debt – The fair value of senior and subordinated debt was determined using quoted market prices. Commitments to Extend Credit and Letters of Credit – The Company estimated the fair value of lending commitments outstanding to be immaterial based on the following factors: (i) the limited interest rate exposure of the commitments outstanding due to their variable nature, (ii) the short-term nature of the commitment periods, (iii) termination clauses provided in the agreements, and (iv) the market rate of fees charged. 22. RELATED PARTY TRANSACTIONS The Company, through the Bank, makes loans and has transactions with certain of its directors and executive officers. All of these loans and transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral requirements, for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present unfavorable features. For the years ended December 31, 2013 and 2012, loans to directors and executive officers totaled $27.6 million and $10.2 million, respectively, and were not greater than 5% of stockholders’ equity. 144 23. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS The following represents the condensed financial statements of First Midwest Bancorp, Inc., the Parent Company. Statements of Financial Condition (Parent Company only) (Dollar amounts in thousands) December 31, 2013 2012 Assets Cash and interest-bearing deposits ..................................................... Investments in and advances to subsidiaries ........................................ Goodwill ....................................................................................... Other assets ................................................................................... $ 13,071 1,120,745 8,943 77,948 Total assets................................................................................. $ 1,220,707 Liabilities and Stockholders’ Equity Senior and subordinated debt............................................................ Accrued expenses and other liabilities................................................ Stockholders’ equity........................................................................ $ 190,932 28,333 1,001,442 $ $ $ 20,970 1,092,681 10,358 58,132 1,182,141 214,779 26,469 940,893 Total liabilities and stockholders’ equity ......................................... $ 1,220,707 $ 1,182,141 Statements of Income (Parent Company only) (Dollar amounts in thousands) Income Dividends from subsidiaries ............................................ Interest income ............................................................. Net losses on early extinguishment of debt........................ Securities transactions and other ...................................... $ Total income ............................................................. Expenses Interest expense ............................................................ Salaries and employee benefits ........................................ Other expenses.............................................................. Total expenses ........................................................... Income before income tax (expense) benefit and equity in undistributed income (loss) of subsidiaries ........................ Income tax (expense) benefit.............................................. Income before undistributed income (loss) of subsidiaries....... Equity in undistributed income (loss) of subsidiaries.............. Net income (loss)....................................................... Preferred dividends and accretion on preferred stock ....... Net (income) loss applicable to non-vested restricted shares ................................................................... Years ended December 31, 2012 2011 2013 54,200 1,067 (1,034) 37,485 91,718 13,607 15,198 5,792 34,597 57,121 (962) 56,159 23,147 79,306 - (1,107) $ 38,000 619 (558) 1,982 40,043 14,840 13,232 5,740 33,812 6,231 13,070 19,301 (40,355) (21,054) - $ 104,000 259 - (189) 104,070 9,892 10,865 4,756 25,513 78,557 10,414 88,971 (52,408) 36,563 (10,776) 306 (350) Net income (loss) applicable to common shares.............. $ 78,199 $ (20,748) $ 25,437 145 Statements of Cash Flows (Parent Company only) (Dollar amounts in thousands) Years ended December 31, 2012 2011 2013 $ 79,306 $ (21,054) $ 36,563 52,408 9 - - 6,362 (179) (10,290) 4,618 89,491 - 14 103 (16) (363) (262) Operating Activities Net income (loss) ............................................................. Adjustments to reconcile net income (loss) income to net cash provided by operating activities: Equity in undistributed (income) loss of subsidiaries .......... Depreciation of premises, furniture, and equipment ............ Net gains on sales of securities ....................................... Net losses on early extinguishment of debt........................ Share-based compensation expense .................................. Tax (expense) benefit related to share-based compensation .. Net decrease (increase) in other assets .............................. Net (decrease) increase in other liabilities ......................... Net cash provided by operating activities ....................... Investing Activities (23,147) 7 (34,119) 1,034 5,903 (10) 1,084 (1,624) 28,434 40,355 6 - 558 6,004 170 (6,207) 1,366 21,198 Purchases of securities available-for-sale ........................... Proceeds from sales and maturities of securities available-for-sale ........................................................ Proceeds from sales of premises, furniture, and equipment .. Purchase of premises, furniture, and equipment ................. Capital injection into non-bank subsidiary......................... Net cash used in investing activities.............................. (46,532) (5,811) 43,329 - - - (3,203) - - (18) - (5,829) Financing Activities (Payments for retirement) proceeds from the issuance of subordinated debt ....................................................... (24,094) (37,033) 114,387 Redemption of preferred stock and related common stock warrant..................................................................... Cash dividends paid....................................................... Restricted stock activity ................................................. Excess tax benefit (expense) related to share-based compensation ............................................................ Net cash used in financing activities ............................. Net decrease in cash and cash equivalents ..................... Cash and cash equivalents at beginning of year .............. - (7,508) (1,607) 79 (33,130) (7,899) 20,970 - (2,977) (1,469) (21) (41,500) (26,131) 47,101 (193,910) (12,838) (1,256) 47 (93,570) (4,341) 51,442 Cash and cash equivalents at end of year....................... $ 13,071 $ 20,970 $ 47,101 24. SUBSEQUENT EVENTS On January 21, 2014, the Company entered into a $35.0 million short-term, unsecured revolving line of credit with a correspondent bank. Interest is payable at a rate equal to one-month LIBOR plus 1.75%, adjusted on a monthly basis. The line of credit will mature on January 20, 2015. No amount was outstanding through the date the consolidated financial statements were issued. The Company evaluated the impact of events that occurred subsequent to December 31, 2013 through the date its consolidated financial statements were issued. Based on this evaluation, management does not believe there are any other subsequent events that occurred that would require further disclosure or adjustment to the consolidated financial statements. 146 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES As of the end of the period covered by this report (the ‘‘Evaluation Date’’), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Securities and Exchange Act of 1934 (the ‘‘Exchange Act’’). Based on that evaluation, the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2013 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth in ‘‘Internal Control – Integrated Framework’’ issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2013 is effective based on the specified criteria. Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2013. The report, which expresses an unqualified opinion on the Company’s internal control over financial reporting as of December 31, 2013, is included in this Item under the heading ‘‘Attestation Report of Independent Registered Public Accounting Firm.’’ 147 Attestation Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of First Midwest Bancorp, Inc. We have audited First Midwest Bancorp, Inc.’s (the ‘‘Company’’) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition of the Company as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013 of the Company and our report dated March 3, 2014 expressed an unqualified opinion thereon. 27FEB200923311029 Chicago, Illinois March 3, 2014 148 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The Company’s executive officers are elected annually by the Board, and the Bank’s executive officers are elected annually by the Bank’s Board of Directors. Certain information regarding the Company’s and the Bank’s executive officers is set forth below. Name (Age) Position or Employment for Past Five Years Michael L. Scudder (53) Kent S. Belasco (63) Victor P. Carapella (64) Nicholas J. Chulos (54) Paul F. Clemens (61) Robert P. Diedrich (50) Caryn J. Guinta (63) James P. Hotchkiss (57) Kimberly J. McGarry (39) Kevin L. Moffitt (54) Thomas M. Prame (44) President and Chief Executive Officer of the Company since 2008; Chairman since 2011 and Vice Chairman from 2010 to 2011 of the Bank’s Board of Directors; Chief Executive Officer of the Bank since 2010 and prior thereto, President, Chief Operating Officer and various other senior management positions with the Bank. Executive Vice President and Chief Information and Operations Officer of the Bank since 2011; prior thereto, Executive Vice President and Chief Information Officer of the Bank. Executive Vice President and Director of Commercial Banking since 2011; prior thereto, Executive Vice President and Commercial Banking Group Manager of the Bank. Executive Vice President, Corporate Secretary, and General Counsel since 2012; prior thereto, Partner of Krieg DeVault, LLP. Executive Vice President and Chief Financial Officer of the Company and the Bank. Executive Vice President and Director of Wealth Management of the Bank since 2011; prior thereto, President of the Wealth Management Division of First Midwest Bank. Executive Vice President and Director of Employee Resources of the Bank since 2005. Executive Vice President and Treasurer of the Company and the Bank since 2004. Senior Vice President and Chief Accounting Officer of the Company and Bank since 2010; prior thereto, Senior Manager in the Assurance Services practice of Ernst & Young LLP. Executive Vice President and Chief Risk Officer of the Company and the Bank since 2011; prior thereto, Executive Vice President and Audit Services Director of the Company since 2009; prior thereto, Vice President and Head of Internal Audit at Nuveen Investments, Inc. Executive Vice President and Director of Retail Banking of the Bank since 2012; prior thereto, Executive Vice President, Sales and Service at RBS/Citizen’s Bank. 149 Executive Officer Since 2002 2004 2008 2012 2006 2004 2013 2004 2013 2009 2012 Name (Age) Position or Employment for Past Five Years Mark G. Sander (55) Michael C. Spitler (60) President and Chief Operating Officer of the Bank and Senior Executive Vice President and Chief Operating Officer of the Company since 2011; prior thereto, Executive Vice President and head of Commercial Banking for Associated Banc-Corp and its subsidiary, Associated Bank, since 2009; and prior thereto, leader of Commercial Banking for the Midwest Region at Bank of America. Executive Vice President and Chief Credit Officer of the Bank since 2013; prior thereto, Executive Vice President and Commercial Chief Credit Officer for Busey Bank since 2011; prior thereto, Senior Vice President and Managing Senior Credit Officer for Fifth Third Bank; and prior thereto, Senior Vice President and Chief Credit Officer for Fifth Third Bank. Executive Officer Since 2011 2013 The information required in response to this item will be contained in the Company’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be held on May 21, 2014 and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required in response to this item will be contained in the Company’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be held on May 21, 2014 and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required in response to this item will be contained in the Company’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be held on May 21, 2014 and is incorporated herein by reference. Equity Compensation Plans The following table sets forth information, as of December 31, 2013, relating to equity compensation plans of the Company pursuant to which options, restricted stock, restricted stock units, or other rights to acquire shares may be granted from time to time. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) (c) $ 1,436,670 5,241 1,441,911 32.99 17.69 32.93 2,320,656 - 2,320,656 Equity Compensation Plan Category Approved by security holders (1) ....................... Not approved by security holders (2) .................. Total ....................................................... (1) Includes all outstanding options and awards under the Company’s Omnibus Stock and Incentive Plan and the Non-Employee Directors’ Stock Plan (the ‘‘Plans’’). Additional information and details about the Plans are also disclosed in Notes 1 and 16 of ‘‘Notes to the Consolidated Financial Statements’’ in Item 8 of this Form 10-K. (2) Represents shares underlying deferred stock units credited under the Company’s Nonqualified Retirement Plan (‘‘NQ Plan’’), payable on a one-for-one basis in shares of common stock. 150 The NQ Plan is a defined contribution deferred compensation plan under which participants are credited with deferred compensation equal to contributions and benefits that would have accrued to the participant under the Company’s tax-qualified plans, but for limitations under the Internal Revenue Code, and to amounts of salary and annual bonus that the participant elected to defer. Participant accounts are deemed to be invested in separate investment accounts under the NQ Plan with similar investment alternatives as those available under the Company’s tax-qualified savings and profit sharing plan, including an investment account deemed invested in shares of common stock. The accounts are adjusted to reflect the investment return related to such deemed investments. Except for the 5,241 shares set forth in the table above, all amounts credited under the NQ Plan are paid in cash. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required in response to this item will be contained in the Company’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be held on May 21, 2014 and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required in response to this item will be contained in the Company’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be held on May 21, 2014 and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following consolidated financial statements of the Registrant and its subsidiaries are filed as a part of this document under Item 8, ‘‘FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.’’ Report of Independent Registered Public Accounting Firm. Consolidated Statements of Financial Condition as of December 31, 2013 and 2012. Consolidated Statements of Income for the years ended December 31, 2013, 2012, and 2011. Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011. Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2013, 2012, and 2011. Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011. Notes to the Consolidated Financial Statements. (a)(2) Financial Statement Schedules The schedules for the Registrant and its subsidiaries are omitted because of the absence of conditions under which they are required, or because the information is set forth in the consolidated financial statements or the notes thereto. (a)(3) Exhibits See Exhibit Index beginning on the following page. 151 Exhibit Number EXHIBIT INDEX Description of Documents 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. Restated By-Laws of the Company is incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012. Amended and Restated Rights Agreement dated November 15, 1995, is incorporated herein by reference to Exhibits (1) through (3) of the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 21, 1995. First Amendment to Rights Agreement dated June 18, 1997, is incorporated herein by reference to Exhibit 4 of the Company’s Amendment No. 2 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 30, 1997. Second Amendment to Rights Agreement dated November 14, 2005, is incorporated herein by reference to Exhibit 4.1 of the Company’s Amendment No. 3 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 17, 2005. Third Amendment to Rights Agreement dated December 3, 2008, is incorporated herein by reference to Exhibit 4.4 of the Company’s Amendment No. 4 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 9, 2008. Form of Common Stock Certificate is incorporated herein by reference to Exhibit 1 of the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 7, 1983. Certificate of Designation for Fixed Rate Cumulative Perpetual Preferred Stock Series B dated December 5, 2008 is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2008. Senior Debt Indenture dated November 22, 2011, by and between the Company and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2011. Subordinated Debt Indenture dated March 1, 2006, by and between the Company and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2006. Amended and Restated Declaration of Trust of First Midwest Capital Trust I dated August 21, 2009 is incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. Supplemental Indenture between the Company and Wilmington Trust Company, as trustee, dated August 21, 2009 is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. Series A Capital Securities Guarantee Agreement dated November 18, 2003 is incorporated herein by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2004. Form of Indemnification Agreement between the Company and certain officers and directors of the Company is incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012. 152 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 Form of Senior Executive Officer Letter Agreement under the Troubled Asset Relief Plan Capital Purchase Program by and between the Company and the United States Department of the Treasury dated December 5, 2008, is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2008. Short-term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012. First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Addendum A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 9, 2013. First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan dated May 21, 2008 is incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. Restated First Midwest Bancorp, Inc. Nonqualified Stock Option-Gain Deferral Plan effective January 1, 2008 is incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Restated First Midwest Bancorp, Inc. Deferred Compensation Plan for Non-employee Directors effective January 1, 2008, is incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Restated First Midwest Bancorp, Inc. Nonqualified Retirement Plan effective January 1, 2008, is incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Form of Non-Employee Director Restricted Stock Award Agreement between the Company and non-employee directors of the Company pursuant to the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on May 28, 2008. Form of Nonqualified Stock Option Award Agreement between the Company and directors of the Company pursuant to the First Midwest Bancorp, Inc. Non-Employee Directors Stock Option Plan is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 12, 2008. Form of Nonqualified Stock Option Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2008. Form of Restricted Stock Unit Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan. Form of Restricted Stock Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan. Form of Troubled Asset Relief Plan Compliant Restricted Share Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2010. Form of Indemnification Agreement between the Company and certain officers and directors of the Company is incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007. Employment Agreement between the Company and its Chief Executive Officer is incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. 153 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 Employment Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011. Employment Agreement between the Company and its Retail Banking Director is incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012. Form of Class II Employment Agreement between the Company and certain of its officers is incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. Form of Class III Employment Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2010. Form of Tier II Employment Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012. Form of Tier III Employment Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012. Form of Commission Tier III Employment Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012. Form of Amendment to the Employment Agreement between the Company and its Chief Executive Officer and to the Class II Employment Agreements between the Company and certain of its officers is incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. Amendment to the Employment Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. Form of Confidentiality and Restrictive Covenants Agreement between the Company and its Chief Executive Officer and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. Form of Confidentiality and Restrictive Covenants Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. Form of Restricted Stock Unit grant between the Company and certain retirement-eligible officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan is incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011. Nonqualified Stock Option Letter Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011. Restricted Stock Letter Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011. Supplemental Salary Stock Compensation Award Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011. 154 10.31 10.32 10.33 10.34 11 12 14.1 14.2 21 23 31.1 31.2 32.1 (1) 32.2 (1) Compensation Award Agreement between the Company and its Chief Operating Officer is incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011. Loan Agreement between the Company and U.S. Bank National Association dated January 21, 2014 is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2014. First Midwest Savings and Profit Sharing Plan as Amended and Restated effective January 1, 2008 is incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. Form of Performance Shares Award Agreement between the Company and certain officers of the Company pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan. Statement re: Computation of Per Share Earnings – The computation of basic and diluted earnings per common share is included in Note 13 of the Company’s Notes to the Consolidated Financial Statements included in ‘‘Item 8. Financial Statements and Supplementary Data’’ on Form 10-K for the year ended December 31, 2013. Statement re: Computation of Ratio of Earnings to Fixed Charges. Code of Ethics and Standards of Conduct of the Company is incorporated herein by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Code of Ethics for Senior Financial Officers of the Company is incorporated herein by reference to Exhibit 14.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. 101 Interactive Data File. (1) Furnished, not filed. 155 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES FIRST MIDWEST BANCORP, INC. Registrant By /s/ MICHAEL L. SCUDDER Michael L. Scudder President, Chief Executive Officer, and Director March 3, 2014 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities indicated on March 3, 2014. Signatures /s/ ROBERT P. O’MEARA Chairman of the Board Robert P. O’Meara /s/ MICHAEL L. SCUDDER President, Chief Executive Officer, and Director Michael L. Scudder /s/ PAUL F. CLEMENS Paul F. Clemens Executive Vice President, Chief Financial Officer, and Principal Accounting Officer /s/ BARBARA A. BOIGEGRAIN Director Barbara A. Boigegrain /s/ JOHN F. CHLEBOWSKI, JR. Director John F. Chlebowski, Jr. /s/ BROTHER JAMES GAFFNEY, FSC Director Brother James Gaffney, FSC /s/ PHUPINDER S. GILL Director Phupinder S. Gill /s/ PETER J. HENSELER Director Peter J. Henseler /s/ PATRICK J. MCDONNELL Director Patrick J. McDonnell /s/ ELLEN A. RUDNICK Director Ellen A. Rudnick /s/ MICHAEL J. SMALL Michael J. Small Director /s/ JOHN L. STERLING Director John L. Sterling /s/ J. STEPHEN VANDERWOUDE Director J. Stephen Vanderwoude 156 Exhibit 31.1 CERTIFICATION I, Michael L. Scudder, certify that: 1. I have reviewed this annual report on Form 10-K of First Midwest Bancorp Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 3, 2014 /s/ MICHAEL L. SCUDDER [Signature] President and Chief Executive Officer Exhibit 31.2 CERTIFICATION I, Paul F. Clemens, certify that: 1. I have reviewed this annual report on Form 10-K of First Midwest Bancorp Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 3, 2014 /s/ PAUL F. CLEMENS [Signature] Executive Vice President and Chief Financial Officer CERTIFICATION Exhibit 32.1 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, the undersigned officer of First Midwest Bancorp, Inc. (the ‘‘Company’’), hereby certifies that: 1. The Company’s Report on Form 10-K for the year ended December 31, 2013 (the ‘‘Report’’) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ MICHAEL L. SCUDDER Name: Michael L. Scudder Title: President and Chief Executive Officer Dated: March 3, 2014 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. CERTIFICATION Exhibit 32.2 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, the undersigned officer of First Midwest Bancorp, Inc. (the ‘‘Company’’), hereby certifies that: 1. The Company’s Report on Form 10-K for the year ended December 31, 2013 (the ‘‘Report’’) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ PAUL F. CLEMENS Name: Paul F. Clemens Title: Executive Vice President and Chief Financial Officer Dated: March 3, 2014 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. FIRST MIDWEST BANCORP, INC.STOCKHOLDER INFORMATIONFirst Midwest Bancorp, Inc. common stock is traded in the Nasdaq Global Select Market tier of the Nasdaq Stock Market under the symbol FMBI. Anticipated dividend payable dates are in January, April, July, and October subject to the approval of the Board of Directors.Stockholders may have their dividends deposited directly to their savings, checking, or money market account at any financial institution. Information concerning Dividend Direct Deposit may be obtained from the Company or our transfer agent.Stockholders may fully or partially reinvest dividends and invest up to $5,000 quarterly in First Midwest Bancorp, Inc. common stock without incurring any brokerage fees. Information concerning Dividend Reinvestment may be obtained from the Company or our transfer agent.Stockholders with inquiries regarding stock accounts, dividends, change of ownership or address, lost certificates, consolidation of accounts, or registering shares electronically through the Direct Registration System should contact our transfer agent via the following:Phone: (888) 581-9376Correspondence:Mail:ComputershareP.O. Box 30170College Station, TX 77842-3170Web:www.computershare.com/investorInvestor RelationsFirst Midwest Bancorp, Inc.One Pierce Place, Suite 1500Itasca, Illinois 60143(630) 875-7533investor.relations@firstmidwest.comFirst Midwest Bancorp, Inc. files an annual report on Form 10-K with the Securities and Exchange Commission and three quarterly reports on Form 10-Q. Requests for such reports and general inquiries regarding stock and dividend information, quarterly earnings, and news releases may be directed to Investor Relations at the above address or can be obtained through the Investor Relations section of the Company’s website, www.FirstMidwest.com/InvestorRelations.In this document we have included statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only our beliefs regarding future events or outcomes, many of which, by their nature, are inherently uncertain and outside of our control. We are alerting you to the possibility that our actual results and financial condition for future periods may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those in the forward-looking statements are discussed in the Section entitled “Risk Factors” in the enclosed Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our other reports filed with the Securities and Exchange Commission from time to time. Forward-looking statements represent our management’s best judgment as of the date hereof based on currently available information. We undertake no duty to update the contents of this document after the date hereof.COMMON STOCKDIVIDEND PAYMENTSDIRECT DEPOSITDIVIDEND REINVESTMENT/STOCK PURCHASETRANSFER AGENT/STOCKHOLDER SERVICESINVESTOR ANDSTOCKHOLDER CONTACTSEC REPORTS ANDGENERAL INFORMATIONFORWARD-LOOKING STATEMENTSOvernight:Computershare211 Quality Circle, Suite 210College Station, TX 77845Online Inquiries:https://www-us.computershare.com/investor/Contact0304_Cover.indd 23/27/14 1:22 PM2 0 1 3 A N N U A L R E P O R T I F I R S T M D W E S T B A N C O R P, I N C . FIRST MIDWEST BANCORP, INC. 2013 ANNUAL REPORT FIRST MIDWEST BANCORP, INC. One Pierce Place, Suite 1500, Itasca, IL 60143 | 630.875.7450 | FirstMidwest.com 2320-8-305 4/14 0304_Cover.indd 1 3/27/14 1:22 PM 

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