Glacier Bancorp
Annual Report 2018

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2018 ________________ ANNUAL REPORT INVESTOR INFORMATION 2018 Cash Dividends Declared Frequency Quarterly (1) Quarterly (2) Quarterly (3) Quarterly (4) Special Record Date April 10, 2018 July 10, 2018 October 9, 2018 December 11, 2018 January 8, 2019 Payment Date April 19, 2018 July 19, 2018 October 18, 2018 December 20, 2018 January 17, 2019 Per Share Amount $0.23 $0.26 $0.26 $0.26 $0.30 Year 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Ten-Year Common Stock Price and Dividend History High $19.61 $19.00 $16.00 $16.33 $30.88 $30.79 $30.29 $37.87 $41.23 $47.67 Common Stock Price Low $11.80 $12.84 $8.95 $12.12 $14.76 $24.27 $22.16 $21.90 $31.38 $35.77 Close $13.72 $15.11 $12.03 $14.71 $29.79 $27.77 $26.53 $36.23 $39.39 $39.62 Cash Dividends Declared Per Share $0.52 $0.52 $0.52 $0.53 $0.60 $0.98 $1.05 $1.10 $1.14 $1.31 2019 Anticipated Dividend Dates 1 Quarter 1 2 3 4 Record Date April 9, 2019 July 9, 2019 October 8, 2019 December 10, 2019 Payment Date April 18, 2019 July 18, 2019 October 17, 2019 December 19, 2019 2019 Anticipated Earnings Dates 1 Quarter 1 2 3 4 Announcement Date April 18, 2019 July 18, 2019 October 17, 2019 January 23, 2020 ___________________________ 1 Subject to approval by the Board of Directors Stock Listing Glacier Bancorp, Inc.'s common stock trades on the NASDAQ Global Select Market under the symbol: GBCI. There are approximately 1,725 shareholders of record for Glacier Bancorp, Inc. stock. Corporate Headquarters 49 Commons Loop Kalispell, Montana 59901 (406) 751-7708 www.glacierbancorp.com Annual Meeting The Annual Meeting of Shareholders will be held April 24, 2019 at 9:00 a.m. Mountain Time at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana. Stock Transfer Agent American Stock Transfer & Trust Company, LLC Brooklyn, New York www.amstock.com Automatic Dividend Reinvestment Plan Shareholders may reinvest their dividends and make additional cash purchases of common stock by participating in the Company's dividend reinvestment plan. Call American Stock Transfer & Trust Company at (877) 390-3076 for more information and to request a prospectus. Email Notifications Readers may subscribe to Glacier Bancorp, Inc. email notifications for corporate events, document filings, press releases and end-of-day stock quotes in the Email Notification section of the Company's website. Independent Registered Public Accountants BKD, LLP Denver, Colorado www.bkd.com Legal Counsel Miller Nash Graham & Dunn LLP Seattle, Washington www.millernash.com Moore, Cockrell, Goicoechea & Johnson, P.C. Kalispell, Montana www.mcgalaw.com Dear Shareholder, LETTER TO SHAREHOLDERS I am extremely pleased to report that 2018 was another record year for your Company in many areas. Our team of talented employees now numbers 2,723 across our 7 states in the West. Through 167 locations spanning almost 1,500 miles, this team serves our customers with quality, personalized service and has once again done a fantastic job of growing the business and building long-term franchise value. Our Western U.S. markets continued to experience strong economic growth, welcoming new residents and businesses with lower taxes, lower cost of living, and a high quality of life with ample outdoor activities to meet a wide range of interests. We see the attractiveness of the West as solid and believe these attributes will prove to be a continued draw over the long haul. Net income, earnings per share, and the tangible book value of the Company all reached record levels. In early 2018 we surpassed $10 billion in assets when we closed the two acquisitions we announced in 2017, Collegiate Peaks Bank in Colorado and First Security Bank in Montana. By waiting to close these acquisitions until early 2018, we were able to keep the Company’s total asset size below $10 billion at year end 2017, delaying a significant reduction in fee income associated with crossing that threshold until mid-2019. As a result of organic growth and adding Collegiate Peaks and First Security, the Company grew by almost $2 billion, representing the largest quarter of asset growth in the Company’s history. The Glacier team did a fantastic job of closing, converting and integrating these banks into our Company. Our Division Presidents and their teams, with the support of our Senior Staff, delivered best in class results in each of the 14 Divisions across the West. Bank Director Magazine and Forbes recognized this performance once again and ranked your Company among the top 20 performing banks in the country. As I noted last year, we operate in a constantly changing industry and environment, but despite this your Company remains strong. Our Directors, Bank Division Presidents, Senior Staff, and employees are all committed to serving our customers and communities with excellence. Notable Legislative and Regulatory Changes Tax Cut and Jobs Act We received a significant tax cut as a result of the Tax Cuts and Jobs Act of 2017 (Tax Act) which resulted in the federal corporate income tax rate decreasing from 35% to 21% beginning on January 1, 2018. This reduction in our tax rate helped improve our profitability and performance against most of our key performance metrics. Economic Growth, Regulatory Relief, and Consumer Protection Act We also received some welcome regulatory relief in 2018 with the enactment of legislation which included a number of changes for banks large and small.  For us, the legislation eliminated mandatory capital stress testing previously required under the Dodd-Frank Act.  The timing of this legislation was especially fortunate for our Company as mandatory stress testing would have become a requirement for us in 2019 with significant implementation costs to be incurred in 2018.  Passage of this legislation has allowed us to forgo the costly implementation of mandatory Dodd-Frank stress testing while giving the Company the flexibility to develop a more efficient, cost-effective, and value-added approach to stress testing better aligned with our risk management objectives. i Key Performance Measurements A Record year Tangible stockholders’ equity of your Company at the end of 2018 increased by $170 million, or 17%, to $1.177 billion, and tangible book value per common share increased $1.02, or 8%, from a year ago to $13.93. Net income for 2018 was a record $182 million, an increase of $45.8 million, or 34%, from the $136 million in 2017, excluding the revaluation of the net deferred tax asset from the Tax Act. As a reminder, the Tax Act required us to make one time adjustments in 2017 that reduced income. For a more accurate year over year comparison, we exclude the impact of these one time adjustments. Return on assets improved to end the year at 1.59%, and return on equity for the year was a very strong 12.56%. The Company declared and paid a regular dividend of $0.26 per share in the fourth quarter of 2018, which was the 135th consecutive quarterly dividend paid by the Company.  For the full year we paid regular dividends of $1.01 per share and a special dividend of $0.30 per share for a total of $1.31 per share, a 15% increase over 2017. In 2018 we added Total Shareholder Return (TSR) as a performance metric to our long-term incentive plan, which pays out in the form of Company stock, to better align with shareholder interests. We encourage shareholders to view TSR over a long term period (see the chart provided on page 21 of this Annual Report). Our TSR over the last 5 years was 41%. Compared to our peer group, we rank in the 95th percentile of performance for TSR over this period. While TSR may move into negative territory at times in the short term, we are confident in a positive long term trend. In addition to strong financial performance, giving back to the communities in which we operate remains a key priority for the Company and once again the team did an outstanding job for the year by contributing a record 21,000 volunteer hours to over 500 non-profits, donating or investing over $60 million, and investing over $200 million in Community Development loans. We remain absolutely committed to making the communities we serve better places to live. Key Initiatives and Operating Results Consistent and Sustainable We ended 2018 with $12.115 billion in assets, an increase of 25% over 2017, driven by organic growth and by bank acquisitions. We successfully executed our strategy to stay below $10 billion in total assets at the end of 2017 in order to delay the impact of the Durbin Amendment in 2018, saving the Company from an annual reduction in fee income of about $17 to $20 million. The Durbin Amendment was part of the Dodd-Frank Act passed in 2010 which effectively transfers debit card interchange income from banks to retailers. This reduction in fee income will now begin in July of 2019.   Because of our growth to over $10 billion in assets, the Consumer Financial Protection Bureau will begin a regular examination process of the Company focused mainly in the area of consumer compliance. We will continue to take steps to further strengthen the Company to do well under the more rigorous regulatory expectations that come with being a bigger bank. Excluding acquisitions, total core deposits increased $591 million, or 8%, from the prior year end to $9.325 billion. We were very pleased to see our non-interest bearing balance accounts increase by $218 million, or 9%, to $3.001 billion at year end.  Stable, low-cost deposits are an important part of our business, and good growth in non-interest bearing accounts are a big help. We believe our focus on relationship based transaction accounts is an important ii core competency. Competition for deposits increased significantly in 2018 as a number of banks had to scramble to attract deposits to enable them to continue to fund loans and avoid borrowing funds at higher rates. For the most part we were able to keep our funding costs stable by keeping our focus on relationship accounts and by serving our customers with a strong overall value proposition. It is unclear what direction rates will head in 2019, but we feel we are well positioned to do well in most any rate environment. Organic loan growth for the year was $728 million, or 11%, and our portfolio of loans grew to $8.3 billion.  This increase primarily came from growth in commercial real estate lending. We continue to enjoy solid growth as most of our markets in the West are growing faster than the U.S. average, and we benefit from our long term relationships with strong customers.  As I noted last year, we continue to keep a close eye on our growth rate and take the time to get comfortable that the quality of our loans meet our high standards.  While many of us in the industry feel we may see the economy slow down in the near future, we don’t see signs of stress on our customers and our credit metrics continue to improve. Still, caution more accurately reflects our mindset than full speed ahead. Another bright spot was the net interest margin which increased 9 basis points during 2018. The net interest margin as a percentage of earning assets was 4.21% for 2018 compared to 4.12% for 2017. The increase in the margin was primarily attributable to a shift in earning assets to higher yielding loans, increased yields on the loan portfolio, and the stable cost of funds.  The Federal Reserve increased rates 4 times in 2018, and we benefit from rising rates given we are able to increase our yield on new and renewing loans. We saw this positive impact in 2018 as older loans in our portfolio came up for repricing and our new loans were priced at higher rates. We were successful in managing total funding costs (including non-interest bearing deposits) to 36 basis points, which is unchanged from 2017. This remarkable performance reflects the very stable nature of our core deposits that I touched on earlier. These stable deposits will continue to serve us well. The efficiency ratio measures expenses as a percent of revenues and was 54.73% for 2018, an increase from the prior year of 53.94%. This was one of the few performance metrics negatively impacted by the Tax Act. Applying the same 35% federal corporate income tax rate that was in effect during 2017, the 2018 efficiency ratio would have been 53.77% for 2018, or 17 basis points lower than 2017. This is because the lower tax rate negatively impacted the earnings from tax exempt assets in our investment portfolio. We keep a close watch on expenses as well as revenues and expect to see continual improvement in our efficiency over the next few years. We benefited this year from our Bank Divisions’ continued focus on resolving problem credits and we ended the year with non-performing assets of $56.8 million, a decrease of $8.4 million, or 13%, from the prior year. Non- performing assets as a percentage of assets at year end were 0.47%, which was a decrease of 21 basis points from the prior year end of 0.68%. This was a tremendous outcome and a good demonstration of the experienced credit talent in our Company. Working through and successfully resolving problem credits takes time, patience, and experience. We are very fortunate to have the credit leadership in each of our Bank Divisions to make results like this possible. Credit quality trends generally are positive and credit risk appears to be low at this point, but we still spend time carefully reviewing the loans we are making and scanning the lending landscape for signs of asset bubbles or borrower fatigue. The allowance for loan and lease losses as a percent of total loans outstanding at December 31, 2018 was 1.58%, a decrease of 39 basis points from 1.97% at December 31, 2017.  This decrease was primarily driven by loan growth and stabilizing credit quality.  While our reserve level is one of the highest among our peers, we continue to think that it is prudent to carry a loan loss provision that reflects our conservative nature and outlook.  This area will undergo a significant change starting in 2020 with the adoption of a new accounting standard, Current Expected Credit Loss, or CECL.  CECL will require the allowance to reflect losses over the life of a loan, rather than reflect losses incurred at the reporting date under the current practice.  Our team is working diligently to ensure we have iii the appropriate CECL models in place so that our allowance properly reflects expected credit losses and we are ready to adopt the new standard starting in 2020. Why the new standard? The Financial Accounting Standards Board (FASB) decided to review how banks estimate losses in the allowance calculation after the financial crisis in 2007. The CECL requirement will result in more uniform transparency across banks. Whether or not the standard will help all banks avoid surprises in the next economic downturn remains to be seen. We closed on our acquisitions of Collegiate Peaks Bank and First Security Bank in early 2018. The integration into Glacier and the conversion onto our core processing system were completed in 2018. We worked hard to make the conversions as seamless as possible for employees and customers. The Denver and Bozeman markets continue to be among the strongest in our geographic footprint and we couldn’t be happier with both of these additions. We continue to talk to a number of banks that are considering a sale but stay focused on our disciplined approach to acquisitions. We look for good banks in good markets with good people and a track record of solid, consistent high performance. Sticking to our proven formula makes sorting through the long list of interested sellers much easier. We end up saying no a lot more than yes. One of our most important assets is our talented team of employees. We are very proud of our employee profit sharing program that is available to all full time employees of the Company. The funds distributed to employees are deposited in the Company retirement plan so that we can help with saving in this important area. Our simple strategy is for all employees to benefit when the Company does well. Over the last 5 years, the Company has contributed close to $50 million to employees as part of this program. The Year Ahead We are going to continue to stay focused on our core business in 2019. And we will work to ensure our customer service experience is best in class and further strengthen our unique and very successful business model. We believe we have a very strong foundation in place, and we are focused on positioning your Company to continue to be the first choice for the primary banking relationship in all of our markets. Our future success continues to be driven by our exceptional team as we could not have delivered the results covered in this letter without their unwavering dedication to serving our customers. Under the guidance of our terrific Board of Directors, and with the commitment of our Bank Division Presidents and Senior Staff, I am very confident that our entire team will make 2019 another record year for Glacier Bancorp. Our annual meeting will be held in Kalispell, Montana, at 9:00 a.m. on April 24th so please stop by the Hilton Garden Inn and join us if you are in town. Thank you for your trust and confidence, Randall “Randy” Chesler President and Chief Executive Officer iv FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share data) Selected Statements of Financial Condition Information Total assets Debt securities Loans receivable, net Allowance for loan and lease losses Goodwill and intangibles Deposits Federal Home Loan Bank advances Securities sold under agreements to repurchase and other borrowed funds Stockholders’ equity Equity per share Equity as a percentage of total assets Summary Statements of Operations Interest income Interest expense Net interest income Provision for loan losses Non-interest income Non-interest expense Income before income taxes Federal and state income tax expense 1 Net income 1 Basic earnings per share 1 Diluted earnings per share 1 Dividends declared per share Selected Ratios and Other Data Return on average assets 1 Return on average equity 1 Dividend payout ratio 1 Average equity to average asset ratio Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Common Equity Tier 1 (to risk-weighted assets) Tier 1 capital (to average assets) Net interest margin on average earning assets (tax-equivalent) Efficiency ratio 2 Allowance for loan and lease losses as a percent of loans Allowance for loan and lease losses as a percent of nonperforming loans Non-performing assets as a percentage of subsidiary assets Non-performing assets Loans originated and acquired Number of full time equivalent employees Number of locations 2018 $ 12,115,484 2,869,578 8,156,310 (131,239) 338,828 9,493,767 440,175 410,859 1,515,854 17.93 12.51% At or for the Years ended December 31, 2015 2016 2017 9,706,349 2,426,556 6,448,256 (129,568) 191,995 7,579,747 353,995 370,797 1,199,057 15.37 12.35% 9,450,600 3,101,151 5,554,891 (129,572) 159,400 7,372,279 251,749 478,090 1,116,869 14.59 11.82% 9,089,232 3,312,832 4,948,984 (129,697) 155,193 6,945,008 394,131 430,016 1,076,650 14.15 11.85% 2014 8,306,507 2,908,425 4,358,342 (129,753) 140,606 6,345,212 296,944 404,418 1,028,047 13.70 12.38% $ $ $ $ $ 468,996 35,531 433,465 9,953 118,824 320,127 222,209 40,331 181,878 2.18 2.17 1.31 1.59% 12.56% 60.09% 12.67% 14.70% 13.37% 12.10% 11.35% 4.21% 54.73% 1.58% 266% 0.47% 375,022 29,864 345,158 10,824 112,239 265,571 181,002 44,926 136,076 1.75 1.75 1.14 1.41% 11.46% 65.14% 12.27% 15.64% 14.39% 12.81% 11.90% 4.12% 53.94% 1.97% 255% 0.68% 344,153 29,631 314,522 2,333 107,318 258,714 160,793 39,662 121,131 1.59 1.59 1.10 1.32% 10.79% 69.18% 12.27% 16.38% 15.12% 13.42% 11.90% 4.02% 55.88% 2.28% 257% 0.76% 319,681 29,275 290,406 2,284 98,761 236,757 150,126 33,999 116,127 1.54 1.54 1.05 1.36% 10.84% 68.18% 12.52% 17.17% 15.91% 14.06% 12.01% 4.00% 55.40% 2.55% 244% 0.88% 299,919 26,966 272,953 1,912 90,302 212,679 148,664 35,909 112,755 1.51 1.51 0.98 1.42% 11.11% 64.90% 12.81% 18.93% 17.67% N/A 12.45% 3.98% 54.31% 2.89% 209% 1.08% $ 56,750 $ 4,301,678 2,623 167 65,179 3,629,493 2,278 145 71,385 3,474,000 2,222 142 80,079 3,000,830 2,149 144 89,900 2,404,299 1,943 129 ______________________________ 1 Excludes a one-time revaluation of the deferred tax assets and deferred tax liabilities as a result of The Tax Cuts and Jobs Act for the year ended December 31, 2017. For additional information on the revaluation, see the “Non-GAAP Financial Measures” section in “Item 6. Selected Financial Data” of the attached Form 10-K. 2 Non-interest expense before other real estate owned (“OREO”) expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items. v (This page intentionally left blank.) vi UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________________________________ FORM 10-K ______________________________________________________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 000-18911 ______________________________________________________________________ GLACIER BANCORP, INC. (Exact name of registrant as specified in its charter) ______________________________________________________________________ MONTANA (State or other jurisdiction of incorporation or organization) 49 Commons Loop, Kalispell, Montana (Address of principal executive offices) 81-0519541 (IRS Employer Identification No.) 59901 (Zip Code) (406) 756-4200 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value per share (Title of each class) NASDAQ Global Select Market (Name of each exchange on which registered) 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 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting common equity held by non-affiliates at June 30, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter), was $3,255,486,651 (based on the average bid and asked price as quoted on the NASDAQ Global Select Market as of the close of business on that date). The number of shares of registrant’s common stock outstanding on January 30, 2019 was 84,521,692. No preferred shares are issued or outstanding. Document Incorporated by Reference Portions of the 2019 Annual Meeting Proxy Statement dated on or about March 14, 2019 are incorporated by reference into Parts I and III of this Form 10-K. 1 TABLE OF CONTENTS PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 Item 16 SIGNATURES Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosure about Market Risk Financial Statements and Supplementary Data Reports of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits, Financial Statement Schedules Form 10-K Summary Page 4 13 18 19 19 19 20 22 25 61 62 63 66 67 68 69 70 72 119 119 119 120 120 120 120 120 121 121 122 2 ABBREVIATIONS/ACRONYMS FSB – Inter-Mountain Bancorp., Inc., and its subsidiary, First Security Bank GAAP – accounting principles generally accepted in the United States of America Ginnie Mae – Government National Mortgage Association GLBA – Gramm-Leach-Bliley Financial Services Modernization Act of 1999 Interstate Act – Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 IRS – Internal Revenue Service LIBOR – London Interbank Offered Rate LIHTC – Low-Income Housing Tax Credit NII – net interest income NMTC – New Markets Tax Credits NOW – negotiable order of withdrawal NRSRO – Nationally Recognized Statistical Rating Organizations OCI – other comprehensive income OREO – other real estate owned Patriot Act – Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 PCAOB – Public Company Accounting Oversight Board (United States) Proxy Statement – the 2018 Annual Meeting Proxy Statement Repurchase agreements – securities sold under agreements to repurchase S&P – Standard and Poor’s SEC – United States Securities and Exchange Commission SERP – Supplemental Executive Retirement Plan SOX Act – Sarbanes-Oxley Act of 2002 Tax Act – The Tax Cuts and Jobs Act TBA – to-be-announced TDR – troubled debt restructuring VIE – variable interest entity ALCO – Asset Liability Committee ALLL or allowance – allowance for loan and lease losses ASC – Accounting Standards CodificationTM ASU – Accounting Standards Update ATM – automated teller machine Bank – Glacier Bank Basel III – third installment of the Basel Accords BHCA – Bank Holding Company Act of 1956, as amended Board – Glacier Bancorp, Inc.’s Board of Directors bp or bps – basis point(s) BSA – Bank Secrecy Act CCP – Core Consolidation Project CDE – Certified Development Entity CDFI Fund – Community Development Financial Institutions Fund CEO – Chief Executive Officer CECL – current expected credit losses CFO – Chief Financial Officer CFPB – Consumer Financial Protection Bureau Collegiate – Columbine Capital Corp. and its subsidiary, Collegiate Peaks Bank Company – Glacier Bancorp, Inc. COSO – Committee of Sponsoring Organizations of the Treadway Commission CRA – Community Reinvestment Act of 1977 Crapo Bill – Economic Growth, Regulatory Relief, and Consumer Protection Act DDA – demand deposit account DIF – federal Deposit Insurance Fund Dodd-Frank Act – Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 EVE – economic value of equity Fannie Mae – Federal National Mortgage Association FASB – Financial Accounting Standards Board FDIC – Federal Deposit Insurance Corporation FHLB – Federal Home Loan Bank Final Rules – final rules implemented by the federal banking agencies that amended regulatory risk-based capital rules FNB – FNB Bancorp and its subsidiary, The First National Bank of Layton Foothills – TFB Bancorp, Inc. and its subsidiary, The Foothills Bank FRB – Federal Reserve Bank Freddie Mac – Federal Home Loan Mortgage Corporation 3 Item 1. Business PART I General Glacier Bancorp, Inc. (“Company”), headquartered in Kalispell, Montana, is a Montana corporation incorporated in 2004 as a successor corporation to the Delaware corporation originally incorporated in 1990. The Company is a publicly-traded company and its common stock trades on the NASDAQ Global Select Market under the symbol GBCI. The Company provides commercial banking services from 167 locations in Montana, Idaho, Utah, Washington, Wyoming, Colorado, and Arizona through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture, consumer and municipal loans; and 4) mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities. For information regarding the Company’s lending, investment and funding activities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company includes the parent holding company and the Bank. As of December 31, 2018, the Bank consists of fourteen bank divisions, a treasury division, an information technology division and a centralized mortgage division. The Bank divisions operate under separate names, management teams and advisory directors. and include the following: First Bank of Montana (Lewistown, Montana) with operations in Montana; First Security Bank of Missoula (Missoula, Montana) with operations in Montana; • Glacier Bank (Kalispell, Montana) with operations in Montana; • • Valley Bank of Helena (Helena, Montana) with operations in Montana; • First Security Bank (Bozeman, Montana) with operations in Montana; • Western Security Bank (Billings, Montana) with operations in Montana; • • Mountain West Bank (Coeur d’Alene, Idaho) with operations in Idaho, Utah and Washington; • Citizens Community Bank (Pocatello, Idaho) with operations in Idaho; First Bank (Powell, Wyoming) with operations in Wyoming and Utah; • • First State Bank (Wheatland, Wyoming) with operations in Wyoming; • North Cascades Bank (Chelan, Washington) with operations in Washington; • Bank of the San Juans (Durango, Colorado) with operations in Colorado; • Collegiate Peaks Bank (Buena Vista, Colorado) with operations in Colorado; and • The Foothills Bank (Yuma, Arizona) with operations in Arizona. The treasury division includes the Bank’s investment portfolio and wholesale borrowings, the information technology division includes the Bank’s internal data processing, and the centralized mortgage division includes mortgage loan servicing and secondary market sales. The Company considers the Bank to be its sole operating segment. The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements. The parent holding company owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in other assets on the Company's statements of financial condition. As of December 31, 2018, the Company and its subsidiaries were not engaged in any operations in foreign countries. 4 Recent and Pending Acquisitions The Company’s strategy is to profitably grow its business through internal growth and selective acquisitions. The Company continues to look for profitable expansion opportunities primarily in existing and new markets in the Rocky Mountain states. The Company has completed the following acquisitions during the last five years: (Dollars in thousands) Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank (collectively, “FSB”) Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank (collectively, “Collegiate”) TFB Bancorp, Inc. and its subsidiary, The Foothills Bank (collectively, “Foothills”) Date Total Assets Gross Loans Total Deposits February 28, 2018 $ 1,109,684 627,767 877,586 January 31, 2018 551,198 354,252 437,171 April 30, 2017 385,839 292,529 296,760 Treasure State Bank August 31, 2016 76,165 51,875 58,364 Cañon Bank Corporation and its subsidiary, Cañon National Bank October 31, 2015 270,121 159,759 237,326 Montana Community Banks, Inc. and its subsidiary, Community Bank FNBR Holding Corporation and its subsidiary, First National Bank of the Rockies February 28, 2015 175,774 84,689 237,326 August 31, 2014 349,167 137,488 309,641 On January 16, 2019, the Company announced the signing of a definitive agreement to acquire FNB Bancorp and its wholly-owned subsidiary, The First National Bank of Layton, a community bank based in Layton, Utah (collectively, “FNB”). FNB provides banking services to individuals and businesses throughout Utah with locations in Layton, Bountiful, Clearfield, and Draper. As of December 31, 2018, FNB had total assets of $335 million, gross loans of $247 million and total deposits of $286 million. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is anticipated to take place in the second quarter of 2019. Upon closing of the transaction, the branches of FNB, along with the Bank’s four existing branches operating in Utah, will operate as a new division of the Bank. See Notes 22 and 23 in the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for additional information regarding these acquisitions. Market Area and Competition The Company and the Bank have 167 locations, which consists of 149 branches and 18 loan or administration offices, in 63 counties within 7 states including Montana, Idaho, Utah, Washington, Wyoming, Colorado, and Arizona. The market area’s economic base primarily focuses on tourism, construction, mining, energy, manufacturing, agriculture, service industry, and health care. The tourism industry is highly influenced by national parks, ski resorts, significant lakes and rural scenic areas. Commercial banking is a highly competitive business and operates in a rapidly changing environment. There are a large number of depository institutions including savings and loans, commercial banks, and credit unions in the markets in which the Company has locations. Competition is also increasing for deposit and lending services from internet-based competitors. Non-depository financial service institutions, primarily in the securities, insurance and retail industries, have also become competitors for retail savings, investment funds and lending activities. In addition to offering competitive interest rates, the principal methods used by the Bank to attract deposits include the offering of a variety of services including on-line banking, mobile banking and convenient office locations and business hours. The primary factors in competing for loans are interest rates and rate adjustment provisions, loan maturities, loan fees, and the quality of service. 5 The following table summarizes the Bank’s number of locations, the number of counties the Bank serves and the percentage of Federal Deposit Insurance Corporation (“FDIC”) insured deposits the Bank has in those counties for each of the seven states it operates in. Percentages of deposits are based on the FDIC summary of deposits survey as of June 30, 2018. Montana Idaho Utah Washington Wyoming Colorado Arizona Number of Locations Number of Counties Served Percent of Deposits 69 28 4 14 17 27 8 167 18 9 3 7 8 13 5 63 26% 7% 11% 2% 24% 2% 1% Employees As of December 31, 2018, the Company and the Bank employed 2,723 persons, 2,525 of whom were employed full time and none of whom were represented by a collective bargaining group. The Company and the Bank provide their qualifying employees with a comprehensive benefit program, including health, dental and vision insurance, life and accident insurance, short- and long-term disability coverage, vacation and sick leave, 401(k) plan, profit sharing plan, stock-based compensation plan, deferred compensation plans, and a supplemental executive retirement plan. The Company considers its employee relations to be excellent. See Note 13 in the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for detailed information regarding employee benefit plans and eligibility requirements. Board of Directors and Committees The Company’s Board of Directors (“Board”) has the ultimate authority and responsibility for overseeing risk management at the Company. Some aspects of risk oversight are fulfilled at the Board level, and the Board delegates other aspects of its risk oversight function to its committees. The Board has established, among others, an Audit Committee, a Compensation Committee, a Nominating/Corporate Governance Committee, a Compliance Committee, and a Risk Oversight Committee. Additional information regarding Board committees is set forth under the heading “Meetings and Committees of the Board of Directors - Committee Membership” in the Company’s 2019 Annual Meeting Proxy Statement (“Proxy Statement”) and is incorporated herein by reference. Website Access Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the Company’s website (www.glacierbancorp.com) as soon as reasonably practicable after the Company has filed the material with, or furnished it to, the United States Securities and Exchange Commission (“SEC”). Copies can also be obtained by accessing the SEC’s website (www.sec.gov). Supervision and Regulation The Company and the Bank are subject to extensive regulation under federal and state laws. This section provides a general overview of the federal and state regulatory framework applicable to the Company and the Bank. In general, this regulatory framework is designed to protect depositors, the federal Deposit Insurance Fund (“DIF”), and the federal and state banking system as a whole, rather than specifically for the protection of shareholders. Note that this section is not intended to summarize all laws and regulations applicable to the Company and the Bank. Descriptions of statutory or regulatory provisions do not purport to be complete and are qualified by reference to those provisions. These statutes and regulations, as well as related policies, continue to be subject to change by Congress, state legislatures, and federal and state regulators. Changes in statutes, regulations, or regulatory policies applicable to the Company and the Bank (including their interpretation or implementation) cannot be predicted and could have a material effect on the Company’s and the Bank’s business and operations. Numerous changes to the statutes, regulations, and regulatory policies applicable to the Company and the Bank have been made or proposed in recent years. Continued efforts to monitor and comply with new regulatory requirements add to the complexity and cost of the Company’s and the Bank's business and operations. 6 The Company is subject to regulation and supervision by the Federal Reserve (as a bank holding company) and regulation by the State of Montana (as a Montana corporation). The Company is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC. The Bank is subject to regulation and supervision by the FDIC, the Montana Department of Administration's Banking and Financial Institutions Division, and, with respect to Bank branches outside of the State of Montana, the respective regulators in those states. Federal Bank Holding Company Regulation General. The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), due to its ownership of and control over the Bank. As a bank holding company, the Company is subject to regulation, supervision, and examination by the Federal Reserve. In general, the BHCA limits the business of a bank holding company to owning or controlling banks and engaging in, or retaining or acquiring shares in a company engaged in, other activities closely related to the business of banking. In addition, the Company must also file reports with and provide additional information to the Federal Reserve. Holding Company Bank Ownership. The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before: 1) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5 percent of such shares; 2) acquiring all or substantially all of the assets of another bank or bank holding company; or 3) merging or consolidating with another bank holding company. Holding Company Control of Non-banks. With some exceptions, the BHCA prohibits a bank holding company from acquiring or retaining direct or indirect ownership or control of more than 5 percent of the voting shares of any company that is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities that, by federal statute, agency regulation, or order, have been identified as activities closely related to the business of banking or managing or controlling banks. Transactions with Affiliates. Bank subsidiaries of a bank holding company are subject to restrictions imposed by the Federal Reserve Act on extensions of credit to the holding company or its subsidiaries, on investments in securities, and on the use of securities as collateral for loans to any borrower. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) further extended the definition of an “affiliate” and treats credit exposure arising from derivative transactions, securities lending, and borrowing transactions as covered transactions under the regulations. It also 1) expands the scope of covered transactions required to be collateralized; 2) requires collateral to be maintained at all times for covered transactions required to be collateralized; and 3) places limits on acceptable collateral. These regulations and restrictions may limit the Company’s ability to obtain funds from the Bank for its cash needs, including funds for payments of dividends, interest, and operational expenses. Tying Arrangements. The Company is prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of property, or furnishing of services. For example, with certain exceptions, neither the Company nor the Bank may condition an extension of credit to a customer on either 1) a requirement that the customer obtain additional services provided by the Company or the Bank; or 2) an agreement by the customer to refrain from obtaining other services from a competitor. Support of Bank Subsidiaries. Under Federal Reserve policy and the Dodd-Frank Act, the Company is required to act as a source of financial and managerial strength to the Bank. This means that the Company is required to commit, as necessary, capital and resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources or when it may not be in the Company's or its shareholders' best interests to do so. Any capital loans a bank holding company makes to its bank subsidiaries are subordinate to deposits and to certain other indebtedness of the bank subsidiaries. State Law Restrictions. As a Montana corporation, the Company is subject to certain limitations and restrictions under applicable Montana corporate law. For example, Montana corporate law includes limitations and restrictions relating to indemnification of directors, distributions to shareholders, transactions involving directors, officers, or interested shareholders, maintenance of books, records, and minutes, and observance of certain corporate formalities. Federal and State Regulation of the Bank General. Deposits in the Bank are insured by the FDIC. The Bank is subject to primary supervision, periodic examination, and regulation of the FDIC and the Montana Department of Administration's Banking and Financial Institutions Division. These agencies have the authority to prohibit the Bank from engaging in what they believe constitutes unsafe or unsound banking practices. The federal laws that apply to the Bank regulate, among other things, the scope of its business, its investments, its reserves against deposits, the timing of the availability of deposited funds, and the nature, amount of, and collateral for loans. Federal laws also regulate community reinvestment and insider credit transactions and impose safety and soundness standards. In addition to federal law and the laws of the State of Montana, with respect to the Bank's branches in Idaho, Utah, Washington, Wyoming, Colorado and Arizona, the Bank is also subject to the various laws and regulations governing its activities in those states. 7 Consumer Protection. The Bank is subject to a variety of federal and state consumer protection laws and regulations that govern its relationships and interactions with consumers, including laws and regulations that impose certain disclosure requirements and that govern the manner in which the Bank takes deposits, makes and collects loans, and provides other services. In recent years, examination and enforcement by federal and state banking agencies for non-compliance with consumer protection laws and regulations have increased and become more intense. Failure to comply with these laws and regulations may subject the Bank to various penalties, including but not limited to enforcement actions, injunctions, fines, civil monetary penalties, criminal penalties, punitive damages, and the loss of certain contractual rights. The Bank has established a comprehensive compliance system to ensure consumer protection. Community Reinvestment. The Community Reinvestment Act of 1977 (“CRA”) requires that, in connection with examinations of financial institutions within their jurisdiction, federal bank regulators evaluate the record of financial institutions in meeting the credit needs of its local communities, including low and moderate-income neighborhoods, consistent with the safe and sound operation of those institutions. A bank’s community reinvestment record is also considered by the applicable banking agencies in evaluating mergers, acquisitions, and applications to open a branch or facility. In some cases, a bank's failure to comply with the CRA or CRA protests filed by interested parties during applicable comment periods can result in the denial or delay of such transactions. The Bank received a “satisfactory” rating in its most recent CRA examination. Insider Credit Transactions. Banks are subject to certain restrictions on extensions of credit to executive officers, directors, principal shareholders, and their related interests. Extensions of credit 1) must be made on substantially the same terms (including interest rates and collateral) and follow credit underwriting procedures that are at least as stringent as those prevailing at the time for comparable transactions with persons not related to the lending bank; and 2) must not involve more than the normal risk of repayment or present other unfavorable features. Banks are also subject to certain lending limits and restrictions on overdrafts to insiders. A violation of these restrictions may result in the assessment of substantial civil monetary penalties, regulatory enforcement actions, and other regulatory sanctions. The Dodd-Frank Act and federal regulations place additional restrictions on loans to insiders and generally prohibit loans to senior officers other than for certain specified purposes. Regulation of Management. Federal law 1) sets forth circumstances under which officers or directors of a bank may be removed by the bank's federal supervisory agency; 2) as discussed above, places restraints on lending by a bank to its executive officers, directors, principal shareholders, and their related interests; and 3) generally prohibits management personnel of a bank from serving as directors or in other management positions of another financial institution whose assets exceed a specified amount or which has an office within a specified geographic area. Safety and Soundness Standards. Certain non-capital safety and soundness standards are also imposed upon banks. These standards cover, among other things, internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency determines to be appropriate, and standards for asset quality, earnings, and stock valuation. In addition, each insured depository institution must implement a comprehensive written information security program that includes administrative, technical, and physical safeguards appropriate to the institution’s size and complexity and the nature and scope of its activities. The information security program must be designed to ensure the security and confidentiality of customer information, protect against unauthorized access to or use of such information, and ensure the proper disposal of customer and consumer information. An institution that fails to meet these standards may be required to submit a compliance plan, or be subject to regulatory sanctions, including restrictions on growth. The Bank has established comprehensive policies and risk management procedures to ensure the safety and soundness of the Bank. Interstate Banking and Branching The Dodd-Frank Act eliminated interstate branching restrictions that were implemented as part of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Act"), and removed many restrictions on de novo interstate branching by state and federally chartered banks. Federal regulators have authority to approve applications by such banks to establish de novo branches in states other than the bank's home state if the host state's banks could establish a branch at the same location. The Interstate Act requires regulators to consult with community organizations before permitting an interstate institution to close a branch in a low-income area. Federal bank regulations prohibit banks from using their interstate branches primarily for deposit production and federal bank regulatory agencies have implemented a loan-to-deposit ratio screen to ensure compliance with this prohibition. 8 Dividends A principal source of the Company’s cash is from dividends received from the Bank, which are subject to regulation and limitation. As a general rule, regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that would constitute an unsafe or unsound banking practice. For example, regulators have stated that paying dividends that deplete an institution's capital base to an inadequate level would be an unsafe and unsound banking practice and that an institution should generally pay dividends only out of current operating earnings. In addition, a bank may not pay cash dividends if that payment could reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. Current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters. Under Montana law, the Bank may not declare a dividend greater than the previous two years' net earnings without providing notice to the Montana Department of Administration's Banking and Financial Institutions Division. Rules adopted in accordance with the third installment of the Basel Accords (“Basel III”) also impose limitations on the Bank's ability to pay dividends. In general, these rules limit the Bank's ability to pay dividends unless the Bank's common equity conservation buffer exceeds the minimum required capital ratio by at least 2.5 percent of risk-weighted assets. The Federal Reserve has also issued a policy statement on the payment of cash dividends by bank holding companies. In general, the policy statement expresses the view that although no specific regulations restrict dividend payments by bank holding companies other than state corporate laws, a bank holding company should not pay cash dividends unless the bank holding company’s earnings for the past year are sufficient to cover both the cash dividends and a prospective rate of earnings retention that is consistent with the bank holding company’s capital needs, asset quality, and overall financial condition. A bank holding company's ability to pay dividends may also be restricted if a subsidiary bank becomes under-capitalized. These various regulatory policies may affect the Company's and the Bank's ability to pay dividends or otherwise engage in capital distributions. The Dodd-Frank Act General. The Dodd-Frank Act was signed into law in July 2010. The Dodd-Frank Act significantly changed the bank regulatory structure and is affecting the lending, deposit, investment, trading, and operating activities of banks and bank holding companies, including the Bank and the Company. Some of the provisions of the Dodd-Frank Act that may impact the Company's and the Bank's business and operations are summarized below. Corporate Governance. The Dodd-Frank Act requires publicly traded companies to provide their shareholders with 1) a non-binding shareholder vote on executive compensation; 2) a non-binding shareholder vote on the frequency of such vote; 3) disclosure of “golden parachute” arrangements in connection with specified change in control transactions; and 4) a non-binding shareholder vote on golden parachute arrangements in connection with these change in control transactions. In August 2015, the SEC adopted a rule mandated by the Dodd-Frank Act that requires a public company to disclose the ratio of the compensation of its Chief Executive Officer (“CEO”) to the median compensation of its employees. This rule is intended to provide shareholders with information that they can use to evaluate a CEO’s compensation. Prohibition Against Charter Conversions of Financial Institutions. The Dodd-Frank Act generally prohibits a depository institution from converting from a state to federal charter, or vice versa, while it is the subject to an enforcement action unless the depository institution seeks prior approval from its primary regulator and complies with specified procedures to ensure compliance with the enforcement action. Repeal of Demand Deposit Interest Prohibition. The Dodd-Frank Act repeals the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts. Consumer Financial Protection Bureau. The Dodd-Frank Act established the Consumer Financial Protection Bureau (the “CFPB”) and empowered it to exercise broad rulemaking, supervision, and enforcement authority for a wide range of consumer protection laws. Because the Company's total consolidated assets exceed $10 billion, it is subject to the direct supervision of the CFPB. The CFPB has issued and continues to issue numerous regulations under which the Company and the Bank will continue to incur additional expense in connection with its ongoing compliance obligations. Significant recent CFPB developments that may affect operations and compliance costs include: • • • • positions taken by the CFPB on fair lending, including applying the disparate impact theory which could make it more difficult for lenders to charge different rates or to apply different terms to loans to different customers; the CFPB's final rule amending Regulation C, which implements the Home Mortgage Disclosure Act, requiring most lenders to report expanded information in order for the CFPB to more effectively monitor fair lending concerns and other information shortcomings identified by the CFPB; positions taken by the CFPB regarding the Electronic Fund Transfer Act and Regulation E, which require companies to obtain consumer authorizations before automatically debiting a consumer’s account for pre-authorized electronic funds transfers; and focused efforts on enforcing certain compliance obligations the CFPB deems a priority, such as automobile loan servicing, debt collection, mortgage origination and servicing, remittances, and fair lending, among others. 9 Stress Testing In May 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (“Crapo Bill”), which is bipartisan legislation that rolls back certain provisions of the Dodd-Frank Act to provide regulatory relief to certain financial institutions. In relevant part, the Crapo Bill increased the asset threshold at which banks are subject to annual company-run stress tests from $10 billion to $250 billion. As a result, the Company is not currently subject to the Dodd-Frank Act stress testing requirements. Interchange Fees Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic transactions are "reasonable and proportional" to the costs incurred by issuers for processing such transactions. Notably, the Federal Reserve's rules set a maximum permissible interchange fee, among other requirements. Because the Company's total consolidated assets exceed $10 billion, it is subject to this interchange fee cap. Effective July of 2019, the interchange fee cap is expected to have a $17 to $20 million (pre-tax) annual impact to the Company's earnings. Capital Adequacy Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal regulatory agencies, which involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory guidelines. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting, and other factors. The capital requirements are intended to ensure that institutions have adequate capital given the risk levels of assets and off-balance sheet financial instruments and are applied separately to the Company and the Bank. Federal regulations require insured depository institutions and bank holding companies to meet several minimum capital standards, including: 1) a common equity Tier 1 capital to risk-based assets ratio of 4.5 percent; 2) a Tier 1 capital to risk-based assets ratio of 6 percent; 3) a total capital to risk-based assets ratio of 8 percent; and 4) a 4 percent Tier 1 capital to total assets leverage ratio. These minimum capital requirements became effective in January 2015 and were the result of final rules implementing certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act ("Final Rules"). The Final Rules also require a new capital conservation buffer designed to absorb losses during periods of economic stress. Failure to comply with this buffer requirement may result in constraints on capital distributions (e.g., dividends, equity repurchases, and certain bonus compensation for executive officers). The Final Rules change the risk-weights of certain assets for purposes of the risk-based capital ratios and phase out certain instruments as qualifying capital. The Final Rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on an insured depository institution if its capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions will be required to meet the following increased capital level requirements to qualify as “well capitalized”: 1) a Tier 1 common equity capital ratio of at least 6.5 percent; 2) a Tier 1 capital ratio of at least 8 percent; 3) a total capital ratio of at least 10 percent; 4) a Tier 1 leverage ratio of at least 5 percent; and 5) not be subject to any order or written directive requiring a specific capital level. The FDIC’s rules (as amended by the Final Rules) contain other capital classification categories, such as “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized,” each of which are based on certain capital ratios. An institution may be downgraded to a category lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition, or if the institution receives an unsatisfactory examination rating. The application of the Final Rules may result in lower returns on invested capital, require the raising of additional capital or require regulatory action if the Bank were unable to comply with such requirements. In addition, management may be required to modify its business strategy due to the changes to the asset risk-weights for risk-based capital calculations and the requirement to meet the capital conservation buffers. The imposition of liquidity requirements in connection with these rules could also cause the Bank to increase its holdings of liquid assets, change its business strategy, and make other changes to the terms of its funding. Regulatory Oversight and Examination Inspections. The Federal Reserve conducts periodic inspections of bank holding companies, such as the Company. In general, the objectives of the Federal Reserve's inspection program are to ascertain whether the financial strength of a bank holding company is maintained on an ongoing basis and to determine the effects or consequences of transactions between a bank holding company or its non- banking subsidiaries and its bank subsidiaries. The inspection type and frequency typically varies depending on asset size, complexity of the organization, and the bank holding company’s rating at its last inspection. 10 Examinations. Banks are subject to periodic examinations by their primary regulators. In assessing a bank's condition, bank examinations have evolved from reliance on transaction testing to a risk-focused approach. These examinations are extensive and cover the entire breadth of the operations of a bank. Generally, safety and soundness examinations occur on an 18-month cycle for banks under $3 billion in total assets that are well capitalized and without regulatory issues, and 12-months otherwise. Examinations alternate between the federal and state bank regulatory agencies, and in some cases they may occur on a combined schedule. The frequency of consumer compliance and CRA examinations is linked to the size of the institution and its compliance and CRA ratings at its most recent examinations. However, the examination authority of the Federal Reserve and the FDIC allows them to examine supervised institutions as frequently as deemed necessary based on the condition of the institution or as a result of certain triggering events. Because the Company's total consolidated assets exceed $10 billion, it is also subject to the direct supervision of the CFPB. Commercial Real Estate Ratios. The federal banking regulators recently issued guidance reminding financial institutions to reexamine the existing regulations regarding concentrations in commercial real estate lending. The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The banking regulators are directed to examine each bank’s exposure to commercial real estate loans that are dependent on cash flow from the real estate held as collateral and to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in evaluating capital adequacy and does not specifically limit a bank’s commercial real estate lending to a specified concentration level. Corporate Governance and Accounting The Sarbanes-Oxley Act of 2002 (“SOX Act”) addresses, among other things, corporate governance, auditing and accounting, enhanced and timely disclosure of corporate information, and penalties for non-compliance. In general, the SOX Act 1) requires chief executive officers and chief financial officers to certify to the compliance of periodic reports filed with the SEC; 2) imposes specific and enhanced corporate disclosure requirements; 3) accelerates the time frame for reporting insider transactions and periodic disclosures by public companies; 4) requires companies to adopt and disclose information about corporate governance practices, including whether or not they have adopted a code of ethics for senior financial officers and whether the audit committee includes at least one “audit committee financial expert”; and 5) requires the SEC, based on certain enumerated factors, to regularly and systematically review corporate filings. As a publicly reporting company, the Company is subject to the requirements of the SOX Act and related rules and regulations issued by the SEC and NASDAQ. Anti-Money Laundering and Anti-Terrorism The Bank Secrecy Act (“BSA”) requires all financial institutions to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA also sets forth various recordkeeping and reporting requirements (such as reporting suspicious activities that might signal criminal activity) and certain due diligence and "know your customer" documentation requirements. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”), intended to combat terrorism, was renewed with certain amendments in 2006. In relevant part, the Patriot Act 1) prohibits banks from providing correspondent accounts directly to foreign shell banks; 2) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; 3) requires financial institutions to establish an anti- money laundering compliance program; and 4) eliminates civil liability for persons who file suspicious activity reports. The Patriot Act also includes provisions providing the government with power to investigate terrorism, including expanded government access to bank account records. Regulators are directed to consider a bank holding company’s and a bank’s effectiveness in combating money laundering when reviewing and ruling on applications under the BHCA and the Bank Merger Act. The Company and the Bank have established comprehensive compliance programs designed to comply with the requirements of the BSA and Patriot Act. Financial Services Modernization The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (“GLBA”) brought about significant changes to the laws affecting banks and bank holding companies. Generally, the GLBA 1) repeals historical restrictions on preventing banks from affiliating with securities firms; 2) provides a uniform framework for the activities of banks, savings institutions, and their holding companies; 3) broadens the activities that may be conducted by national banks and banking subsidiaries of bank holding companies; 4) provides an enhanced framework for protecting the privacy of consumer information and requires notification to consumers of bank privacy policies; and 5) addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions. The Bank is subject to FDIC regulations implementing the privacy provisions of the GLBA. These regulations require a bank to disclose its privacy policy, including informing consumers of the bank's information sharing practices and their right to opt out of certain practices. 11 Deposit Insurance FDIC Insured Deposits. The Bank's deposits are insured under the Federal Deposit Insurance Act, up to the maximum applicable limits and are subject to deposit insurance assessments by the FDIC, which are designed to tie what banks pay for deposit insurance to the risks they pose. The Dodd-Frank Act redefined the assessment base used for calculating deposit insurance assessments by requiring the FDIC to determine assessments based on assets instead of deposits. Assessments are now based on the average consolidated total assets less average tangible equity capital of a financial institution. In addition, the Dodd-Frank Act 1) raised the minimum designated reserve ratio (the FDIC is required to set the reserve ratio each year) of the DIF from 1.15 percent to 1.35 percent; 2) required that the DIF reserve ratio meet 1.35 percent by 2020; and 3) eliminated the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. The Dodd-Frank Act made banks with $10 billion or more in total assets, such as the Bank, responsible for the increase from 1.15 percent to 1.35 percent. On September 30, 2018, the DIF reserve ratio reached 1.36 percent, ahead of the Dodd-Frank Act’s 2020 deadline to meet the 1.35 percent reserve ratio. As a result, certain institutions, such as the Bank, will receive credits for the portions of their regular assessments that contributed to growth in the reserve ratio between 1.15 percent and 1.35 percent, to be applied when the reserve ratio is at or above 1.38 percent. No institution may pay a dividend if it is in default on its federal deposit insurance assessment. The FDIC may also prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious risk to the DIF. Safety and Soundness. The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order, or any condition imposed by an agreement with the FDIC. Management is not aware of any existing circumstances that would result in termination of the Bank's deposit insurance. Insurance of Deposit Accounts. The Dodd-Frank Act permanently increased FDIC deposit insurance from $100,000 to $250,000 per depositor. The FDIC insurance coverage limit applies per depositor, per insured depository institution for each account ownership category. Recent and Proposed Legislation The economic and political environment of the past several years has led to a number of proposed legislative, governmental, and regulatory initiatives that may significantly impact the banking industry. Other regulatory initiatives by federal and state agencies may also significantly impact the Company's and the Bank’s business. The Company and the Bank cannot predict whether these or any other proposals will be enacted or the ultimate impact of any such initiatives on its operations, competitive situation, financial conditions, or results of operations. While recent history has demonstrated that new legislation or changes to existing laws or regulations typically result in a greater compliance burden (and therefore increase the general costs of doing business), the current administration has expressed an attempt to reduce these regulatory burdens. Effects of Federal Government Monetary Policy The Company’s earnings and growth are affected not only by general economic conditions, but also by the fiscal and monetary policies of the federal government, particularly the Federal Reserve. The Federal Reserve implements national monetary policy to promote maximum employment, stable prices, and moderate long-term interest rates. Through its open market operations in U.S. government securities, control of the discount rate applicable to borrowings, establishment of reserve requirements against certain deposits, and control of the interest rate applicable to excess reserve balances and reverse repurchase agreements, the Federal Reserve influences the availability and cost of money and credit and, ultimately, a range of economic variables including employment, output, and the prices of goods and services. The nature and impact of future changes in monetary policies and their impact on the Company and the Bank cannot be predicted with certainty. Heightened Requirements for Large Bank Holding Companies and Banks As mentioned above, the Dodd-Frank Act imposed heightened requirements on large bank holding companies and banks, and the Crapo Bill has rolled back certain provisions of the Dodd-Frank Act. In particular, the Crapo Bill increased the asset threshold for certain rules that previously applied to bank holding companies and banks with at least $10 billion in total consolidated assets. As a result of the Crapo Bill, the Company is not currently subject to several of those heightened requirements (e.g., stress testing and a dedicated risk committee), but the Company will remain subject to other requirements of the Dodd-Frank Act left unaffected by the Crapo Bill, such as the requirement that the Company be examined, primarily by the CFPB, for compliance with federal consumer protection laws. The Company has established a comprehensive compliance system to ensure compliance with these rules. 12 Item 1A. Risk Factors The following is a discussion of what the Company believes are the most significant risks and uncertainties that may affect the Company’s business, financial condition and future results. Economic conditions in the market areas the Bank serves may adversely impact its earnings and could increase the credit risk associated with its loan portfolio and the value of its investment portfolio. Substantially all of the Bank’s loans are to businesses and individuals in Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona, and a softening of the economies in these market areas could have a material adverse effect on its business, financial condition, results of operations and prospects. Any future deterioration in economic conditions in the markets the Bank serves could result in the following consequences, any of which could have an adverse impact, which could be material, on the Company’s business, financial condition, results of operations and prospects: • • • • • • loan delinquencies may increase; problem assets and foreclosures may increase; collateral for loans made may decline in value, in turn reducing customers’ borrowing power; certain securities within the investment portfolio could become other-than-temporarily impaired, requiring a write-down through earnings to fair value, thereby reducing equity; low cost or non-interest bearing deposits may decrease; and demand for loan and other products and services may decrease. National and global economic and geopolitical conditions could adversely affect the Company’s future results of operations or market price of its stock. The Company’s business is impacted by factors such as economic, political and market conditions, broad trends in industry and finance, changes in government monetary and fiscal policies, inflation, and financial market volatility, all of which are beyond the Company’s control. National and global economies are constantly in flux, as evidenced by recent market volatility resulting from, among other things, a relatively new United States presidential administration and new tax and economic policies associated therewith, the uncertain future relationship of the United Kingdom with the European Union (e.g., Brexit), and the ever-changing landscape of the energy and medical industries. Future economic conditions cannot be predicted, and any renewed deterioration in the economies of the nation as a whole or in the Company’s markets could have an adverse effect, which could be material, on its business, financial condition, results of operations and prospects, and could cause the market price of the Company’s stock to decline. The Company will be subject to heightened regulatory requirements related to its having exceeded $10 billion in assets. The Company exceeded its total consolidated assets of $10 billion during the first quarter of 2018. The Dodd-Frank Act and its implementing regulations impose additional requirements on bank holding companies with $10 billion or more in total assets, including compliance with specific sections of the Federal Reserve's prudential oversight requirements and annual stress testing requirements. The Durbin Amendment, which was passed as part of Dodd-Frank, instructed the Federal Reserve to establish rules limiting the amount of interchange fees that can be charged to merchants for debit card processing. The Federal Reserve's final rules contained several key pieces, including in relevant part an interchange fee cap, certain fraud prevention adjustments, and, most notably, an exemption from the interchange fee cap for small issuers. Issuers with less than $10 billion in total assets (as of the end of the previous calendar year) are exempt from the Federal Reserve's interchange fee cap. As soon as the Company's total assets exceeded $10 billion, the interchange fee cap of the Durbin Amendment negatively affects the interchange income the Bank receives from electronic payment transactions. The interchange fee cap becomes effective to the Company commencing in 2019. In addition, banks with $10 billion or more in total assets are primarily examined by the CFPB with respect to compliance with various federal consumer financial protection laws and regulations. As a fairly new agency with evolving regulations and practices, it is uncertain as to how the CFPB's examinations and regulatory authority may impact the Company's business. A failure in or breach of the Bank’s operational or security systems, or those of the Bank’s third party service providers, including as a result of cyber attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage the Company’s reputation, increase costs and cause losses. The Bank’s operations rely heavily on the secure processing, storage and transmission of confidential and other information on its computer systems and networks. Any failure, interruption or breach in security or operational integrity of these systems could result in failures or disruptions in the Bank’s online banking system, customer relationship management, general ledger, deposit and loan servicing, financial reporting and other systems. The security and integrity of the Bank’s systems could be threatened by a variety of interruptions or information security breaches, including those caused by computer hacking, cyber attacks, electronic fraudulent activity or attempted theft of financial assets. The Bank cannot assure that any such failures, interruption or security breaches will not occur, or if they do occur, that they will be adequately addressed. While the Bank has certain protective policies and procedures in place, the nature and sophistication of the threats continue to evolve. The Bank may be required to expend significant additional resources in the future to modify and enhance its protective measures. 13 Additionally, the Bank faces the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate its business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, the Bank’s operational systems. Any failures, interruptions or security breaches in the Bank’s information systems could damage its reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose the Company to civil litigation, regulatory fines or losses not covered by insurance. The allowance for loan and lease losses may not be adequate to cover actual loan losses, which could adversely affect earnings. The Bank maintains an allowance for loan and lease losses (“ALLL” or “allowance”) in an amount that it believes is adequate to provide for losses in the loan portfolio. While the Bank strives to carefully manage and monitor credit quality and to identify loans that may become non-performing, at any time there are loans included in the portfolio that will result in losses, but that have not been identified as non-performing or potential problem loans. With respect to real estate loans and property taken in satisfaction of such loans (“other real estate owned” or “OREO”), the Bank can be required to recognize significant declines in the value of the underlying real estate collateral quite suddenly as values are updated through appraisals and evaluations (new or updated) performed in the normal course of monitoring the credit quality of the loans. There are many factors that can cause the value of real estate to decline, including declines in the general real estate market, changes in methodology applied by appraisers, and/or using a different appraiser than was used for the prior appraisal or evaluation. The Bank’s ability to recover on real estate loans by selling or disposing of the underlying real estate collateral is adversely impacted by declining values, which increases the likelihood the Bank will suffer losses on defaulted loans beyond the amounts provided for in the ALLL. This, in turn, could require material increases in the Bank’s provision for loan losses and ALLL. By closely monitoring credit quality, the Bank attempts to identify deteriorating loans before they become non-performing assets and adjust the ALLL accordingly. However, because future events are uncertain, and if difficult economic conditions occur, there may be loans that deteriorate to a non-performing status in an accelerated time frame. As a result, future additions to the ALLL may be necessary beyond the levels commensurate with any loan growth. Because the loan portfolio contains a number of loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in non-performing loans, requiring an increase to the ALLL. Additionally, future significant additions to the ALLL may be required based on changes in the mix of loans comprising the portfolio, changes in the financial condition of borrowers, which may result from changes in economic conditions, or changes in the assumptions used in determining the ALLL. Additionally, federal and state banking regulators, as an integral part of their supervisory function, periodically review the Bank’s loan portfolio and the adequacy of the ALLL. These regulatory authorities may require the Bank to recognize further loan loss provisions or charge-offs based upon their judgments, which may be different from the Bank’s judgments. Any increase in the ALLL could have an adverse effect, which could be material, on the Company’s financial condition and results of operations. The Bank has a high concentration of loans secured by real estate, so any future deterioration in the real estate markets could require material increases in the ALLL and adversely affect the Company’s financial condition and results of operations. The Bank has a high degree of concentration in loans secured by real estate. Any future deterioration in the real estate markets could adversely impact borrowers’ ability to repay loans secured by real estate and the value of real estate collateral, thereby increasing the credit risk associated with the loan portfolio. The Bank’s ability to recover on these loans by selling or disposing of the underlying real estate collateral would be adversely impacted by any decline in real estate values, which increases the likelihood that the Bank will suffer losses on defaulted loans secured by real estate beyond the amounts provided for in the ALLL. This, in turn, could require material increases in the ALLL which would adversely affect the Company’s financial condition and results of operations. Non-performing assets could increase, which could adversely affect the Company’s results of operations and financial condition. The Bank may experience increases in non-performing assets in the future. Non-performing assets (which include OREO) adversely affect the Company’s financial condition and results of operations in various ways. The Bank does not record interest income on non- accrual loans or OREO, thereby adversely affecting its earnings. When the Bank takes collateral in foreclosures and similar proceedings, it is required to mark the related asset to the then fair value of the collateral, less estimated cost to sell, which may result in a charge-off of the value of the asset and lead the Bank to increase the provision for loan losses. An increase in the level of non-performing assets also increases the Bank’s risk profile and may impact the capital levels its regulators believe are appropriate in light of such risks. Further decreases in the value of these assets, or the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond the Bank’s control, could adversely affect the Company’s business, results of operations and financial condition, perhaps materially. In addition to the carrying costs to maintain OREO, the resolution of non-performing assets increases the Bank’s loan administration costs generally, and requires significant commitments of time from management and the Company’s directors, which reduces the time they have to focus on profitably growing the Company’s business. 14 The Bank’s loan portfolio mix increases the exposure to credit risks tied to deteriorating conditions. The loan portfolio contains a high percentage of commercial, commercial real estate, real estate acquisition and development loans in relation to the total loans and total assets. These types of loans have historically been viewed as having more risk of default than residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about banks with a heavy concentration of commercial real estate loans. These types of loans also typically are larger than residential real estate loans and other commercial loans. Because the Bank’s loan portfolio contains a significant number of commercial and commercial real estate loans with relatively large balances, the deterioration of one or more of these loans may cause a significant increase in non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, or an increase in charge-offs, which could have a material adverse impact on results of operations and financial condition. Competition in the Bank’s market areas may limit future success. Commercial banking is a highly competitive business and a consolidating industry. The Bank competes with other commercial banks, credit unions, finance, insurance and other non-depository companies operating in its market areas. The Bank is subject to substantial competition for loans and deposits from other financial institutions. Some of its competitors are not subject to the same degree of regulation and restriction as the Bank. Some of the Bank’s competitors have greater financial resources than the Bank. If the Bank is unable to effectively compete in its market areas, the Bank’s business, results of operations and prospects could be adversely affected. Fluctuating interest rates can adversely affect profitability. The Bank’s profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the interest earned on loans, investment securities and other interest earning assets and interest paid on deposits, borrowings, and other interest bearing liabilities. Because of the differences in maturities and repricing characteristics of interest earning assets and interest bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest earning assets and interest paid on interest bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect the Bank’s interest rate spread, and, in turn, profitability. The Bank seeks to manage its interest rate risk within well established policies and guidelines. Generally, the Bank seeks an asset and liability structure that insulates net interest income from large deviations attributable to changes in market rates. However, the Bank’s structures and practices to manage interest rate risk may not be effective in a highly volatile rate environment. Over the course of 2017 and 2018, the Federal Reserve increased the federal funds target range in increments of 0.25 percent a total of seven times - three in 2017 and four in 2018 - to its current range of 2.25 to 2.50 percent. The Federal Reserve has stated it will be patient as it determines what future adjustments may be appropriate to foster maximum employment and price stability. The Company may not be able to continue to grow organically or through acquisitions. Historically, the Company has expanded through a combination of organic growth and acquisitions. If market and regulatory conditions become more challenging, the Company may be unable to grow organically or successfully complete or integrate potential future acquisitions. The Company has historically used its strong stock currency to complete acquisitions. Downturns in the stock market and the trading price of the Company’s stock could have an impact on future acquisitions. Furthermore, there can be no assurance that the Company can successfully complete such transactions, since they are subject to regulatory review and approval. Growth through future acquisitions could, in some circumstances, adversely affect profitability or other performance measures. During 2018 and in prior years, the Company has been active in acquisitions and may in the future engage in selected acquisitions of additional financial institutions. There are risks associated with any such acquisitions that could adversely affect profitability and other performance measures. These risks include, among other things, incorrectly assessing the asset quality of a financial institution being acquired, discovering compliance or regulatory issues after the acquisition, encountering greater than anticipated cost and use of management time associated with integrating acquired businesses into the Company’s operations, and being unable to profitably deploy funds acquired in an acquisition. The Company may not be able to continue to grow through acquisitions, and if it does, there is a risk of negative impacts of such acquisitions on the Company’s operating results and financial condition. Acquisitions may also cause business disruptions that cause the Bank to lose customers or cause customers to remove their accounts from the Bank and move to competing financial institutions. Further, acquisitions may also disrupt the Bank's ongoing businesses or create inconsistencies in standards, controls, procedures, and policies that adversely affect relationships with employees, clients, customers, and depositors. The loss of key employees during acquisitions may also adversely affect the Company's business. The Company anticipates that it might issue capital stock in connection with future acquisitions. Acquisitions and related issuances of stock may have a dilutive effect on earnings per share, book value per share, or the percentage ownership of current shareholders. In acquisitions involving the use of cash as consideration, there will be an impact on the Company's capital position. 15 The Company’s business is heavily dependent on the services of members of the senior management team. The Company believes its success to date has been substantially dependent on its executive management team. In addition, the Company’s unique model relies upon the Presidents of its separate Bank divisions, particularly in light of the Company’s decentralized management structure in which such Bank divisions have significant local decision-making authority. The unexpected loss of any of these persons could have an adverse effect on the Company’s business and future growth prospects. The Company’s future performance will depend on its ability to respond to technological change. The financial services industry is experiencing rapid technological changes with frequent introductions of new technology-driven products and services. Effective use of technology increase efficiency and enables financial institutions to better serve customers and to reduce costs. Many of the Company’s competitors have substantially greater resources to invest in technological improvements than the Company does. The Company’s future success will depend, to some degree, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in the Company’s operations. The Company may not be able to effectively implement new technology-driven products or services, or be successful in marketing these products and services. Additionally, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may cause services interruptions, transaction processing errors and system conversion delays and may cause the Company to fail to comply with applicable laws. There can be no assurance that the Company will be able to successfully manage the risks associated with increased dependency on technology. A decline in the fair value of the Bank’s investment portfolio could adversely affect earnings and capital. The fair value of the Bank’s debt securities could decline as a result of factors including changes in market interest rates, tax reform, credit quality and credit ratings, lack of market liquidity and other economic conditions. A debt security is impaired if the fair value of the security is less than the carrying value. When a security is impaired, the Bank determines whether the impairment is temporary or other-than-temporary. If an impairment is determined to be other-than-temporary, an impairment loss is recognized by reducing the amortized cost only for the credit loss associated with the other-than-temporary loss with a corresponding charge to earnings for a like amount. Any such impairment charge would have an adverse effect, which could be material, on the Company’s results of operations and financial condition, including its capital. The size of the investment portfolio has declined over the past few years and represents 24 percent and 25 percent of total assets at December 31, 2018 and 2017, respectively. While the Bank believes that the terms of such investments have been kept relatively short, the Bank is subject to elevated interest rate risk exposure if rates were to increase sharply. Further, debt securities present a different type of asset quality risk than the loan portfolio. At December 31, 2018, the investment portfolio consisted of 90 percent available-for-sale and 10 percent held-to-maturity designated debt securities. While the Company believes a relatively conservative management approach has been applied to the investment portfolio, there is always potential loss exposure under changing economic conditions. Interest rate swaps expose the Bank to certain risks, and may not be effective in mitigating exposure to changes in interest rates. The Bank has entered into interest rate swap agreements with notional amounts totaling $260 million in order to manage a portion of the interest rate volatility risk. The Bank anticipates that it may enter into additional interest rate swaps. These swap agreements involve other risks, such as the risk that the counterparty may fail to honor its obligations under these arrangements, leaving the Bank vulnerable to interest rate movements. The Bank’s current interest rate swap agreements include bilateral collateral agreements whereby the net fair value position is collateralized by the party in a net liability position. The bilateral collateral agreements reduce the Bank’s counterparty risk exposure. There can be no assurance that these arrangements will be effective in reducing the Bank’s exposure to changes in interest rates. If goodwill recorded in connection with acquisitions becomes additionally impaired, it could have an adverse impact on earnings and capital. Accounting standards require the Company to account for acquisitions using the acquisition method of accounting. Under acquisition accounting, if the purchase price of an acquired company exceeds the fair value of its net assets, the excess is carried on the acquirer’s balance sheet as goodwill. In accordance with accounting principles generally accepted in the United States of America (“GAAP”), goodwill is not amortized but rather is evaluated for impairment on an annual basis or more frequently if events or circumstances indicate that a potential impairment exists. The Company's goodwill was not considered impaired as of December 31, 2018 and 2017; however, there can be no assurance that future evaluations of goodwill will not result in findings of impairment and write-downs, which could be material. While a non-cash item, impairment of goodwill could have a material adverse effect on the Company’s business, financial condition and results of operations. Furthermore, impairment of goodwill could subject the Company to regulatory limitations, including the ability to pay dividends on its common stock. 16 There can be no assurance the Company will be able to continue paying dividends on its common stock at recent levels. The Company may not be able to continue paying quarterly dividends commensurate with recent levels given that the ability to pay dividends on the Company’s common stock depends on a variety of factors. The payment of dividends is subject to government regulation in that regulatory authorities may prohibit banks and bank holding companies from paying dividends that would constitute an unsafe or unsound banking practice. This is heavily based on the Company’s earnings and capital levels which currently are strong. Current guidance from the Federal Reserve provides, among other things, that dividends per share should not exceed earnings per share measured over the previous four fiscal quarters. The Bank is also subject to Montana state law and cannot declare a dividend greater than the previous two years’ net earnings without providing notice to the state. As a result, future dividends will generally depend on the level of earnings at the Bank. The Company and the Bank operate in a highly regulated environment and changes or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect the Company. The Company and the Bank are subject to extensive regulation, supervision and examination by federal and state banking regulators. In addition, as a publicly-traded company, the Company is subject to regulation by the SEC. Any change in applicable regulations or federal, state or local legislation or in policies or interpretations or regulatory approaches to compliance and enforcement, income tax laws and accounting principles could have a substantial impact on the Company and its operations. Changes in laws and regulations may also increase expenses by imposing additional fees or taxes or restrictions on operations. Additional legislation and regulations that could significantly affect powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on the Company’s financial condition and results of operations. Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies or damage to the Company’s reputation, all of which could adversely affect the Company’s business, financial condition or results of operations. Regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws or regulations by financial institutions and bank holding companies in the performance of their supervisory and enforcement duties. Existing and proposed federal and state laws and regulations restrict, limit and govern all aspects of the Company’s activities and may affect the ability to expand its business over time, may result in an increase in the Company’s compliance costs, and may affect its ability to attract and retain qualified executive officers and employees. Recently, these powers have been utilized more frequently due to the challenging national, regional and local economic conditions. The exercise of regulatory authority may have a negative impact on the Company’s financial condition and results of operations, including limiting the types of financial services and products the Company may offer or increasing the ability of non-banks to offer competing financial services and products. Additionally, the Company’s business is affected significantly by the fiscal and monetary policies of the federal government and its agencies, including the Federal Reserve. The Company cannot accurately predict the full effects of recent legislation or the various other governmental, regulatory, monetary and fiscal initiatives which have been and may be enacted on the financial markets and on the Company. The terms and costs of these activities, or the failure of these actions to help stabilize the financial markets, asset prices, market liquidity and a continuation or worsening of current financial market and economic conditions could materially and adversely affect the Company’s business, financial condition, results of operations, and the trading price of the Company’s common stock Changes in accounting standards could materially impact the Company’s financial statements. From time to time, the Financial Accounting Standards Board (“FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of the Company’s financial statements. These changes can materially impact how the Company records and report its financial condition and results of operations. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. The ASU introduces a new impairment model based on current expected credit losses (“CECL”) rather than incurred losses. The CECL model will apply to most debt instruments, including loan receivables and loan commitments. Under the CECL model, the Company would recognize an impairment allowance equal to its current estimate of expected credit losses for financial instruments as of the end of the reporting period. Measuring expected credit losses will likely be a significant challenge for all entities, including the Company. Additionally, to estimate expected credit losses, the Company could incur one-time and recurring costs, some of which may be related to system changes and data collection. Further, the impairment allowance measured under a CECL model could differ materially from the impairment allowance measured under the Company’s incurred loss model. To initially apply the CECL amendments, for most debt instruments, the Company would record a cumulative-effect adjustment to its statement of financial condition as of the beginning of the first reporting period in which the guidance is effective (a modified retrospective approach). The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and are required to be adopted through a modified retrospective approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the ASU is effective. 17 On December 21, 2018, federal bank regulatory agencies approved a final rule, effective as of April 1, 2019, modifying their regulatory capital rules and providing an option to phase in over a three-year period the initial regulatory capital effects of the CECL methodology. The Company is currently evaluating the rule to determine if the phase-in option will be elected. The FDIC has adopted a final rule to increase the federal Deposit Insurance Fund, including additional future premium increases and special assessments. On March 15, 2016, the FDIC adopted a final rule to increase insurance premiums and has imposed special assessments to rebuild and maintain the DIF, and any additional future premium increases or special assessments could have a material adverse effect on the Company’s business, financial condition, and results of operations. Additional information regarding this matter is set forth under the heading “Supervision and Regulation” in “Item 1. Business.” The Dodd-Frank Act broadened the base for FDIC insurance assessments. In addition, the Dodd-Frank Act established 1.35 percent as the minimum DIF reserve ratio. The FDIC has determined that the fund reserve ratio should be 2.0 percent (which is beyond what is required by law) and has adopted a plan under which it will meet the statutory minimum fund reserve ratio of 1.35 percent by the statutory deadline of September 30, 2020. The Dodd-Frank Act made banks with $10 billion or more in total assets responsible for the increase from 1.15 percent to 1.35 percent. The increase is effective for banks in the first quarter following four consecutive quarters of total consolidated assets exceeding $10 billion. Since the Bank exceeded the $10 billion asset threshold in the first quarter of 2018, the increase in deposit insurance assessments to be paid by the Bank is expected to be effective in the first quarter of 2019. The impact of Basel III is uncertain. Basel III sets forth more robust global regulatory standards on capital adequacy, qualifying capital instruments, leverage ratios, market liquidity risk, and stress testing, which may be stricter than standards currently in place. The phase-in period for Basel III began on January 1, 2015 and will end on January 1, 2019. The implementation of these new standards could have an adverse impact on the Company’s financial position and future earnings due to, among other things, the increased Tier 1 capital ratio requirements being implemented. Additional information regarding Basel III is set forth under the heading “Supervision and Regulation” in “Item 1. Business.” The Company has various anti-takeover measures that could impede a takeover. The Company’s articles of incorporation include certain provisions that could make it more difficult to acquire the Company by means of a tender offer, a proxy contest, merger or otherwise. These provisions include a requirement that any “Business Combination” (as defined in the articles of incorporation) be approved by at least 80 percent of the voting power of the then outstanding shares, unless it is either approved by the Company’s Board or certain price and procedural requirements are satisfied. In addition, the authorization of preferred stock, which is intended primarily as a financing tool and not as a defensive measure against takeovers, may potentially be used by management to make more difficult uninvited attempts to acquire control of the Company. These provisions may have the effect of lengthening the time required to acquire control of the Company through a tender offer, proxy contest or otherwise, and may deter any potentially unfriendly offers or other efforts to obtain control of the Company. This could deprive the Company’s shareholders of opportunities to realize a premium for their common stock in the Company, even in circumstances where such action is favored by a majority of the Company’s shareholders. The Company's business is subject to the risks of earthquakes, floods, fires, and other natural catastrophes. With Bank branches located in Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona, the Company's business could be affected by a major natural catastrophe, such as a fire, flood, earthquake, or other natural disaster. The occurrence of any of these natural disasters may result in a prolonged interruption of the Company's business, which could have a material adverse effect on the Company's financial condition and operations. Item 1B. Unresolved Staff Comments None 18 Item 2. Properties The following schedule provides information on the Company’s 167 properties as of December 31, 2018: (Dollars in thousands) Montana Idaho Utah Washington Wyoming Colorado Arizona Total Properties Leased Properties Owned Net Book Value 8 8 1 4 2 2 6 31 61 20 3 10 15 25 2 136 $ $ 125,012 28,080 2,085 5,657 16,196 28,669 5,376 211,075 The Company believes that all of its facilities are well maintained, generally adequate and suitable for the current operations of its business, as well as fully utilized. In the normal course of business, new locations and facility upgrades occur as needed. For additional information regarding the Company’s premises and equipment and lease obligations, see Note 4 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Item 3. Legal Proceedings The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In the Company’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on the financial condition or results of operations of the Company. Item 4. Mine Safety Disclosures Not Applicable 19 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities PART II The Company’s stock trades on the NASDAQ Global Select Market under the symbol: GBCI. As of December 31, 2018, there were approximately 1,725 shareholders of record for the Company’s common stock. The market range of high and low sales prices for the Company’s common stock for the periods indicated are shown below: First quarter Second quarter Third quarter Fourth quarter 2018 2017 High Low High Low $ 41.24 41.47 46.28 47.67 36.72 35.77 38.37 36.84 38.17 37.41 38.18 41.23 31.70 31.56 31.38 35.50 The following table summarizes the Company’s dividends declared during the periods indicated: First quarter Second quarter Third quarter Fourth quarter Special Total Years ended December 31, 2018 December 31, 2017 $ $ 0.23 0.26 0.26 0.26 0.30 1.31 0.21 0.21 0.21 0.21 0.30 1.14 Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations. Information regarding the regulation considerations is set forth under the heading “Supervision and Regulation” in “Item 1. Business.” Issuer Stock Purchases The Company made no stock repurchases during 2018. 20 Stock Performance Graphs The following graphs compare the yearly cumulative total return of the Company’s common stock over both a five-year and ten-year measurement period with the yearly cumulative total return on the stocks included in 1) the Russell 2000 Index; 2) the SNL Bank Index comprised of banks and bank holding companies with total assets between $5 billion and $10 billion (“SNL Bank $5B-$10B Index”); and 3) the KBW NASDAQ Regional Banking Index (“KBW Regional Banking Index”). Because the Company's total consolidated assets exceeded $10 billion during 2018, the SNL Bank $5B-$10B Index that had been used in the past has been replaced by the KBW Regional Banking Index going forward. The KBW Regional Banking Index is frequently used by investors when comparing the Company’s stock performance to that of similarly sized institutions in the Company’s region. Each of the cumulative total returns is computed assuming the reinvestment of dividends at the frequency with which dividends were paid during the applicable years. Glacier Bancorp, Inc. Russell 2000 Index SNL Bank $5B-$10B Index KBW Regional Banking Index 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Period Ending 100.00 100.00 100.00 100.00 95.53 104.89 103.01 102.42 94.90 100.26 117.34 108.48 135.02 121.63 168.11 150.80 152.82 139.44 167.48 153.45 157.52 124.09 151.57 126.59 21 Item 6. Selected Financial Data Non-GAAP Financial Measures In addition to the results presented in accordance with GAAP, this Annual Report on Form 10-K contains certain non-GAAP financial measures. The Company believes that providing these non-GAAP financial measures provides investors with information useful in understanding and comparing the Company’s financial performance, performance trends, and financial position. While the Company uses these non-GAAP measures in its analysis of the Company’s performance, this information should not be considered an alternative to measurements required by GAAP. The following table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures. (Dollars in thousands, except per share data) Federal and state income tax expense Net income Basic earnings per share Diluted earnings per share Return on average assets Return on average equity Dividend payout ratio Effective income tax rate Year ended December 31, 2017 GAAP Tax Act Adjustment Non-GAAP $ $ $ $ 64,625 116,377 1.50 1.50 1.20% 9.80% 76.00% 35.70% (19,699) 19,699 0.25 0.25 0.21 % 1.66 % (10.86)% (10.88)% 44,926 136,076 1.75 1.75 1.41% 11.46% 65.14% 24.82% The reconciling item between the GAAP and non-GAAP financial measures was due to the one-time net tax expense of $19.7 million during the year ended December 31, 2017. The one-time net tax expense was driven by The Tax Cuts and Jobs Act (“Tax Act”) and the change in the federal marginal corporate income tax rate from 35 percent to 21 percent for 2018 and future years, which resulted in the revaluation of its deferred tax assets and deferred tax liabilities (“net deferred tax asset”). The Company believes the financial results are more comparable excluding the impact of the revaluation of the net deferred tax asset. Basic earnings per share is calculated by dividing net income by average outstanding shares and diluted earnings per share is calculated by dividing net income by diluted average outstanding shares. The one-time net tax expense of $19.7 million was included in determining income for both the GAAP basic earnings per share and the GAAP diluted earnings per share. Conversely, the one-time net tax expense of $19.7 million was excluded in determining income for both the non-GAAP basic earnings per share and the non-GAAP diluted earnings per share. Average outstanding shares of 77,537,664 was used in the GAAP and non-GAAP basic earnings per share for the year ended December 31, 2017. Diluted average outstanding shares of 77,607,605 was used in the GAAP and non-GAAP diluted earnings per share for the year ended December 31, 2017. The return on average assets ratio is calculated by dividing net income by average assets and the return on average equity ratio is calculated by dividing net income by average equity. The one-time net tax expense of $19.7 million was included in determining income for both the GAAP return on average assets and the GAAP return on average equity. Conversely, the one-time net tax expense of $19.7 million was excluded in determining income for both the non-GAAP return on average assets and the non-GAAP return on average equity. Average assets of $9.678 billion was used in the GAAP and non-GAAP return on average assets ratios for the year ended December 31, 2017. Average equity of $1.188 billion was used in the GAAP and non-GAAP return on average equity ratios for the year ended December 31, 2017. The dividend payout ratio is calculated by dividing dividends declared per share by basic earnings per share. The non-GAAP dividend payout ratio uses the non-GAAP basic earnings per share for calculating the ratio. The effective income tax rate is calculated by dividing federal and state income tax expense by income before income taxes. The non- GAAP effective income tax rate uses the non-GAAP federal and state income tax expense of $44.9 million for calculating the rate. 22 Selected Financial Data The following financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K. (Dollars in thousands, except per share data) 2018 2017 December 31, 2016 2015 2014 Compounded Annual Growth Rate 1-Year 5-Year Selected Statements of Financial Condition Information Total assets Debt securities $12,115,484 $9,706,349 $9,450,600 $9,089,232 $8,306,507 2,869,578 2,426,556 3,101,151 3,312,832 2,908,425 Loans receivable, net 8,156,310 6,448,256 5,554,891 4,948,984 4,358,342 Allowance for loan and lease losses (131,239) (129,568) (129,572) (129,697) (129,753) Goodwill and intangibles 338,828 191,995 159,400 155,193 140,606 Deposits 9,493,767 7,579,747 7,372,279 6,945,008 6,345,212 Federal Home Loan Bank advances 440,175 353,995 251,749 394,131 296,944 Securities sold under agreements to repurchase and other borrowed funds Stockholders’ equity Equity per share Equity as a percentage of total assets 410,859 370,797 478,090 430,016 404,418 1,515,854 1,199,057 1,116,869 1,076,650 1,028,047 17.93 12.51% 15.37 12.35% 14.59 11.82% 14.15 11.85% 13.70 12.38% 24.8% 18.3% 26.5% 1.3% 76.5% 25.3% 24.3% 10.8% 26.4% 16.7% 1.3% 7.8 % (0.3)% 13.4 % 0.2 % 19.2 % 8.4 % 8.2 % 0.3 % 8.1 % 5.5 % 0.2 % (Dollars in thousands, except per share data) 2018 Summary Statements of Operations Years ended December 31, 2016 2015 2017 Compounded Annual Growth Rate 1-Year 5-Year 2014 Interest income Interest expense Net interest income Provision for loan losses Non-interest income Non-interest expense Income before income taxes Federal and state income tax expense 1 Net income 1 Basic earnings per share 1 Diluted earnings per share 1 Dividends declared per share $ 468,996 $ 375,022 $ 344,153 $ 319,681 $ 299,919 35,531 433,465 9,953 118,824 320,127 222,209 40,331 181,878 2.18 2.17 1.31 $ $ $ $ 29,864 345,158 10,824 112,239 265,571 181,002 44,926 136,076 1.75 1.75 1.14 $ $ $ $ 29,631 314,522 2,333 107,318 258,714 160,793 39,662 121,131 1.59 1.59 1.10 $ $ $ $ 29,275 290,406 2,284 98,761 236,757 150,126 33,999 116,127 1.54 1.54 1.05 $ $ $ $ 26,966 272,953 1,912 90,302 212,679 148,664 35,909 112,755 1.51 1.51 0.98 $ $ $ $ 25.1 % 19.0 % 25.6 % (8.0)% 5.9 % 20.5 % 22.8 % (10.2)% 33.7 % 24.6 % 24.0 % 14.9 % 9.4% 5.7% 9.7% 39.1% 5.6% 8.5% 8.4% 2.3% 10.0% 7.6% 7.5% 6.0% 23 (Dollars in thousands) 2018 At or for the Years ended December 31, 2016 2017 2015 Selected Ratios and Other Data Return on average assets 1 Return on average equity 1 Dividend payout ratio 1 Average equity to average asset ratio Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Common Equity Tier 1 (to risk-weighted assets) Tier 1 capital (to average assets) Net interest margin on average earning assets (tax-equivalent) Efficiency ratio 2 Allowance for loan and lease losses as a percent of loans Allowance for loan and lease losses as a percent of nonperforming loans Non-performing assets as a percentage of subsidiary assets Non-performing assets 1.59% 12.56% 60.09% 12.67% 14.70% 13.37% 12.10% 11.35% 4.21% 54.73% 1.41% 11.46% 65.14% 12.27% 15.64% 14.39% 12.81% 11.90% 4.12% 53.94% 1.32% 10.79% 69.18% 12.27% 16.38% 15.12% 13.42% 11.90% 4.02% 55.88% 1.36% 10.84% 68.18% 12.52% 17.17% 15.91% 14.06% 12.01% 4.00% 55.40% 2014 1.42% 11.11% 64.90% 12.81% 18.93% 17.67% N/A 12.45% 3.98% 54.31% 1.58% 1.97% 2.28% 2.55% 2.89% 266% 255% 257% 244% 209% 0.47% $56,750 0.68% 65,179 0.76% 71,385 0.88% 80,079 1.08% 89,900 Loans originated and acquired $4,301,678 3,629,493 3,474,000 3,000,830 2,404,299 Number of full time equivalent employees Number of locations 2,623 167 2,278 145 2,222 142 2,149 144 1,943 129 ______________________________ 1 Excludes a one-time revaluation of the deferred tax assets and deferred tax liabilities as a result of the Tax Act for the year ended December 31, 2017. For additional information on the revaluation, see the “Non-GAAP Financial Measures” section. 2 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items. 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.” CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates”, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those set forth in this Annual Report on Form 10-K, or the documents incorporated by reference: • • • • • • • • • • • • • the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio; changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability; changes in the cost and scope of insurance from the FDIC and other third parties; legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business, both generally and as a result of the Company exceeding $10 billion in total consolidated assets; ability to complete pending or prospective future acquisitions; costs or difficulties related to the completion and integration of acquisitions; the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital; reduced demand for banking products and services; the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers; competition among financial institutions in the Company's markets may increase significantly; the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions; the projected business and profitability of an expansion or the opening of a new branch could be lower than expected; consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape; dependence on the CEO, the senior management team and the Presidents of Glacier Bank divisions; • • material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures; natural disasters, including fires, floods, earthquakes, and other unexpected events; the Company’s success in managing risks involved in the foregoing; and the effects of any reputational damage to the Company resulting from any of the foregoing. • • • Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws. 25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2018 COMPARED TO DECEMBER 31, 2017 Highlights and Overview During the first quarter of 2018, the Company completed two bank acquisitions which increased the asset size of the Company approximately 15 percent. The first acquisition was Collegiate, a community bank based in Buena Vista, Colorado. Collegiate provides banking services to individuals and businesses in the Mountain and Front Range communities of Colorado with locations in Aurora, Buena Vista, Denver and Salida. Collegiate became the Company’s fourteenth bank division. The second acquisition was FSB, a community bank based in Bozeman, Montana. FSB provides banking services to individuals and businesses throughout Montana with locations in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. FSB became a new bank division headquartered in Bozeman and Big Sky Western Bank, the Bank’s existing Bozeman-based division combined with the FSB division. The agriculture-focused northern branches of FSB, located in the area known as the Golden Triangle, combined with the Bank’s First Bank of Montana division. On January 16, 2019, the Company announced the signing of a definitive agreement to acquire FNB, a community bank based in Layton, Utah. FNB provides banking services to individuals and business throughout Utah with locations in Layton, Bountiful, Clearfield and Draper. As of December 31, 2018, FNB had total assets of $335 million, gross loans of $247 million and total deposits of $286 million. See Notes 22 and 23 in the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for additional information regarding these acquisitions. The Company successfully executed its strategy to stay below $10 billion in total assets as of December 31, 2017 to delay the impact of the Durbin Amendment for one additional year. The Durbin Amendment, which was passed as part of the Dodd-Frank Act, establishes limits on the amount of interchange fees that can be charged to merchants for debit card processing and will reduce the Company’s service charge fee income in the future. As part of its strategy, the Company sold $395 million in deposits through a third party vendor. The Company ended the year at $12.115 billion in assets, which was a 25 percent increase over the prior year. The increase was due to the Company bringing back the deposits that were sold, acquiring Collegiate and FSB and organic growth. The impact of the Durbin Amendment on interchange fees will impact the Company starting in July of 2019 and is estimated to decrease service charge fees by $17 to $20 million (pre-tax) on an annual basis. The Company experienced a strong year for organic loan growth, which increased $728 million, or 11 percent, with the primary increases in the commercial loan portfolio. Excluding acquisitions, total core deposits increased $591 million, or 8 percent, during the current year, including an increase in non-interest bearing deposits of $218 million, or 9 percent, from the prior year. Tangible stockholders’ equity increased $170 million, or $1.02 per share, as a result of earnings retention and Company stock issued in connection with the current year acquisitions, all of which offset the increases in goodwill and intangibles from the acquisitions. The Company increased its total dividends declared from $1.14 per share during 2017 to $1.31 per share in 2018. The Company continued to reduce its non-performing assets and ended the year at $56.8 million which was a decrease of $8.4 million or, 13 percent, from the prior year end. The allowance as a percentage of total loans as of December 31, 2018 was 1.58 percent, a decrease of 39 basis points (“bps”) from 1.97 percent at December 31, 2017. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the ALLL. The Tax Act resulted in a decrease in the federal marginal corporate income tax rate from 35 percent to 21 percent beginning January 1, 2018. As a result of the Tax Act, the Company incurred a one-time tax expense adjustment of $19.7 million during the fourth quarter 2017 due to the Company’s revaluation of its net deferred tax asset. The Company experienced a significant tax expense reduction during 2018 which resulted in an effective income tax rate of 18 percent during 2018 compared to 25 percent in 2017, excluding the revaluation of the net deferred tax asset. The Company had record net income for the year of $182 million, which was an increase of $45.8 million, or 34 percent, over the 2017 net income of $136 million, excluding the revaluation of the net deferred tax asset. Pre-tax income of $222 million for the current year was an increase of $41.2 million, or 23 percent over the prior year. Diluted earnings per share for the year was $2.17, an increase of $0.42 per share, or 24 percent, from 2017 diluted earnings per share of $1.75, excluding the revaluation of the net deferred tax asset. The improvement in net income for 2018 was due to the acquisitions, organic growth, the significant increase in commercial interest income, the decrease in tax expense and controlled operating expenses. For additional information on the revaluation of net deferred tax asset, see the “Non-GAAP Financial Measures” section in “Item 6. Selected Financial Data.” Looking forward, the Company’s future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, increasing competition for deposits and loans, loan quality and growth, the impact and successful integration of acquisitions, and managing regulatory burden. 26 Financial Highlights (Dollars in thousands, except per share data) Operating results Net income 1 Basic earnings per share 1 Diluted earnings per share 1 Dividends declared per share Market value per share Closing High Low Selected ratios and other data Number of common stock shares outstanding Average outstanding shares - basic Average outstanding shares - diluted Return on average assets (annualized) 1 Return on average equity (annualized) 1 Efficiency ratio Dividend payout ratio 1 Loan to deposit ratio Number of full time equivalent employees Number of locations Number of ATMs At or for the Years ended December 31, 2018 December 31, 2017 $ $ $ $ $ $ $ 181,878 2.18 2.17 1.31 39.62 47.67 35.77 136,076 1.75 1.75 1.14 39.39 41.23 31.38 84,521,692 83,603,515 83,677,185 78,006,956 77,537,664 77,607,605 1.59% 12.56% 54.73% 60.09% 87.64% 2,623 167 216 1.41% 11.46% 53.94% 65.14% 87.29% 2,278 145 200 ______________________________ 1 Excludes a one-time revaluation of the net deferred tax asset as a result of the Tax Act for the year ended December 31, 2017. For additional information on the revaluation, see the “Non-GAAP Financial Measures” section in “Item 6. Selected Financial Data.” Recent Acquisitions The Company completed the following acquisitions during the last two years: • Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank • Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank • TFB Bancorp, Inc. and its subsidiary, The Foothills Bank The business combinations were accounted for using the acquisition method with the results of operations included in the Company’s consolidated financial statements as of the acquisition dates. For additional information regarding acquisitions, see Note 22 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The following table discloses the fair value of selected classifications of assets and liabilities acquired: (Dollars in thousands) Total assets Debt securities Loans receivable Non-interest bearing deposits Interest bearing deposits Borrowings FSB February 28, 2018 Collegiate January 31, 2018 Foothills April 30, 2017 $ 1,109,684 271,865 627,767 301,468 576,118 36,880 551,198 42,177 354,252 170,022 267,149 12,509 385,839 25,420 292,529 97,527 199,233 22,800 27 Assets The following table summarizes the Company’s assets as of the dates indicated: Financial Condition Analysis (Dollars in thousands) December 31, 2018 December 31, 2017 $ Change % Change Cash and cash equivalents $ 203,790 $ 200,004 $ 3,786 Debt securities, available-for-sale Debt securities, held-to-maturity Total debt securities Loans receivable Residential real estate Commercial real estate Other commercial Home equity Other consumer Loans receivable Allowance for loan and lease losses Loans receivable, net 2,571,663 297,915 2,869,578 1,778,243 648,313 2,426,556 887,742 4,657,561 1,911,171 544,688 286,387 8,287,549 (131,239) 8,156,310 720,728 3,577,139 1,579,353 457,918 242,686 6,577,824 (129,568) 6,448,256 793,420 (350,398) 443,022 167,014 1,080,422 331,818 86,770 43,701 1,709,725 (1,671) 1,708,054 Other assets Total assets 885,806 12,115,484 $ $ 631,533 9,706,349 $ 254,273 2,409,135 2 % 45 % (54)% 18 % 23 % 30 % 21 % 19 % 18 % 26 % 1 % 26 % 40 % 25 % The Company successfully executed its strategy to stay below $10 billion in total assets as of December 31, 2017 to delay the impact of the Durbin Amendment for one additional year. The Durbin Amendment, which was passed as part of Dodd-Frank Act, establishes limits on the amount of interchange fees that can be charged to merchants for debit card processing and will reduce the Company’s service charge fee income in the future. As a result, the Company’s annual service charge fee income is expected to decline by approximately $17 to $20 million (pre-tax) beginning July 2019. During the year, the Company surpassed $10 billion in total assets and ended the year at $12.115 billion, which was an increase of $2.409 billion, or 25 percent, from the prior year end, resulting from current year acquisitions along with organic growth. Total debt securities of $2.870 billion at December 31, 2018 increased $443 million, or 18 percent, from the prior year end. Debt securities represented 24 percent of total assets at December 31, 2018 compared to 25 percent of total assets at December 31, 2017. Excluding the $982 million of loans from the FSB and Collegiate acquisitions, the loan portfolio of $8.288 billion increased $728 million, or 11 percent, since December 31, 2017, with the largest increase in commercial real estate loans, which increased $463 million, or 13 percent. 28 Liabilities The following table summarizes the Company’s liabilities as of the dates indicated: (Dollars in thousands) Deposits Non-interest bearing deposits NOW and DDA accounts Savings accounts Money market deposit accounts Certificate accounts Core deposits, total Wholesale deposits Deposits, total Securities sold under agreements to repurchase Federal Home Loan Bank advances Other borrowed funds Subordinated debentures Other liabilities Total liabilities December 31, 2018 December 31, 2017 $ Change % Change $ $ 3,001,178 2,391,307 1,346,790 1,684,284 901,484 9,325,043 168,724 9,493,767 396,151 440,175 14,708 134,051 120,778 10,599,630 $ $ 2,311,902 1,695,246 1,082,604 1,512,693 817,259 7,419,704 160,043 7,579,747 362,573 353,995 8,224 126,135 76,618 8,507,292 $ $ 689,276 696,061 264,186 171,591 84,225 1,905,339 8,681 1,914,020 33,578 86,180 6,484 7,916 44,160 2,092,338 30% 41% 24% 11% 10% 26% 5% 25% 9% 24% 79% 6% 58% 25% The Company brought back $395 million of deposits during the first quarter of 2018 that were previously sold as part of its strategy to say below $10 billion in total assets through December 31, 2017. Excluding acquisitions, total core deposits increased $591 million, or 8 percent, during the current year, including an increase in non-interest bearing deposits of $218 million, or 9 percent, from the prior year. Federal Home Loan Bank (“FHLB”) advances of $440 million at December 31, 2018 increased $86 million over the prior year end to assist in funding asset growth. Stockholders’ Equity The following table summarizes the stockholders’ equity balances as of the dates indicated: (Dollars in thousands, except per share data) Common equity Accumulated other comprehensive loss Total stockholders’ equity Goodwill and core deposit intangible, net Tangible stockholders’ equity Stockholders’ equity to total assets Tangible stockholders’ equity to total tangible assets Book value per common share Tangible book value per common share December 31, 2018 December 31, 2017 $ Change % Change $ $ $ $ 1,525,281 (9,427) 1,515,854 (338,828) 1,177,026 12.51% 9.99% 17.93 13.93 $ $ $ $ 1,201,036 (1,979) 1,199,057 (191,995) 1,007,062 12.35% 10.58% 15.37 12.91 $ $ $ $ 324,245 (7,448) 316,797 (146,833) 169,964 2.56 1.02 27 % 376 % 26 % 76 % 17 % 1 % (6)% 17 % 8 % Tangible stockholders’ equity of $1.177 billion at December 31, 2018 increased $170 million over the prior year end which was the result of earnings retention and $181 million and $69.8 million of Company stock issued for the acquisitions of FSB and Collegiate, respectively. These increases more than offset the increase in goodwill and core deposit intangibles associated with the acquisitions and the decrease in accumulated other comprehensive income in 2018. Tangible book value per common share at year end increased $1.02 per share from a year ago. 29 Income Summary The following table summarizes income for the periods indicated: Results of Operations (Dollars in thousands) Net interest income Interest income Interest expense Total net interest income Non-interest income Service charges and other fees Miscellaneous loan fees and charges Gain on sale of loans (Loss) gain on sale of investments Other income Total non-interest income Years ended December 31, 2018 December 31, 2017 $ $ 468,996 35,531 433,465 $ 375,022 29,864 345,158 74,887 6,805 27,134 (1,113) 11,111 118,824 67,717 4,360 30,439 (660) 10,383 112,239 $ Change % Change 93,974 5,667 88,307 7,170 2,445 (3,305) (453) 728 6,585 25 % 19 % 26 % 11 % 56 % (11)% 69 % 7 % 6 % 21 % Total income $ 552,289 $ 457,397 $ 94,892 Net interest margin (tax-equivalent) 4.21% 4.12% Net Interest Income Interest income of $469 million for 2018 increased $94.0 million, or 25 percent, from 2017 and was principally due to a $76.8 million increase in interest income from commercial loans. Interest expense of $35.5 million for the current year increased $5.7 million over the prior year same period. The Company has maintained stable funding costs through its focus on growing non-interest bearing deposits and continued pricing discipline. The total funding cost (including non-interest bearing deposits) for 2018 and 2017 was 36 basis points. The net interest margin as a percentage of earning assets, on a tax-equivalent basis, for 2018 was 4.21 percent, a 9 basis points increase from the net interest margin of 4.12 percent for 2017. Included in the current year net interest margin was a 14 basis points decrease compared to the prior year driven by the reduction in the federal marginal corporate income tax rate. The increase in the net interest margin from the prior year resulted from the remix of earning assets to higher yielding loans, increased yields on the loan portfolio, and stable funding costs. Non-interest Income Non-interest income of $119 million for the current year increased $6.6 million, or 6 percent, over the prior year. Service charges and other fees of $74.9 million for 2018 increased $7.2 million, or 11 percent, from the prior year as a result of the increased number of deposit accounts from organic growth and acquisitions. Miscellaneous loan fees and charges for 2018 increased $2.4 million, or 56 percent from the prior year as a result of the acquisitions and increased loan growth. Gain on sale of loans for the current year decreased $3.3 million, or 11 percent, from the prior year due to the decrease in purchase and refinance activity. Other income of $11.1 million, increased $728 thousand, or 7 percent, from the prior year with increases of $1.9 million from the sale of bank assets and a decrease of $2.1 million from the gain on sale of OREO. 30 Non-interest Expense The following table summarizes non-interest expense for the periods indicated: (Dollars in thousands) Compensation and employee benefits Occupancy and equipment Advertising and promotions Data processing Other real estate owned Regulatory assessments and insurance Core deposit intangible amortization Other expenses Total non-interest expense Years ended December 31, 2018 December 31, 2017 $ $ 195,056 30,734 9,566 15,911 3,221 5,075 6,270 54,294 320,127 $ $ 160,506 26,631 8,405 14,150 1,909 4,431 2,494 47,045 265,571 $ $ $ Change % Change 34,550 4,103 1,161 1,761 1,312 644 3,776 7,249 54,556 22% 15% 14% 12% 69% 15% 151% 15% 21% Total non-interest expense of $320 million for 2018 increased $54.6 million, or 21 percent, over the prior year. Compensation and employee benefits for 2018 increased $34.6 million, or 22 percent, from the same period last year primarily due to the increased number of employees from acquisitions. Occupancy and equipment expense for 2018 increased $4.1 million, or 15 percent from the prior year primarily as a result of increased costs from acquisitions. Data processing expense for the current year increased $1.8 million, or 12 percent, from the prior year as a result of increased costs from the acquisitions and organic growth. Current year other expenses of $54.3 million increased $7.2 million, or 15 percent, from the prior year due to an increase in acquisition-related expenses and increased costs from acquired banks and organic growth. Acquisition-related expenses were $6.6 million during 2018 compared to $2.1 million in 2017. Efficiency Ratio For 2018, the efficiency ratio was 54.73 percent, a 79 basis points increase over the prior year efficiency ratio of 53.94 percent. Applying the same 35 percent federal marginal corporate income tax rate that was in effect during the prior year, the efficiency ratio would be 53.77 percent for 2018, or 17 basis points lower than 2017. Provision for Loan Losses The following table summarizes the provision for loan losses, net charge-offs and select ratios relating to the provision for loan losses for the previous eight quarters: (Dollars in thousands) Fourth quarter 2018 Third quarter 2018 Second quarter 2018 First quarter 2018 Fourth quarter 2017 Third quarter 2017 Second quarter 2017 First quarter 2017 Provision for Loan Losses Net Charge-Offs ALLL as a Percent of Loans Accruing Loans 30-89 Days Past Due as a Percent of Loans Non- Performing Assets to Total Sub- sidiary Assets $ $ 1,246 3,194 4,718 795 2,886 3,327 3,013 1,598 2,542 2,223 762 2,755 2,894 3,628 2,362 1,944 1.58% 1.63% 1.66% 1.66% 1.97% 1.99% 2.05% 2.20% 0.41% 0.31% 0.50% 0.59% 0.57% 0.45% 0.49% 0.67% 0.47% 0.61% 0.71% 0.64% 0.68% 0.67% 0.70% 0.75% The provision for loan losses was $10.0 million for 2018, a decrease of $871 thousand from 2017 provision for loan loss of $10.8 million. Net charge-offs during the 2018 were $8.3 million compared to $10.8 million during 2017. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the level of the loan loss provision. 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2017 COMPARED TO DECEMBER 31, 2016 Income Summary The following table summarizes income for the periods indicated: (Dollars in thousands) Net interest income Interest income Interest expense Total net interest income Non-interest income Service charges and other fees Miscellaneous loan fees and charges Gain on sale of loans Loss on sale of investments Other income Total non-interest income Years ended December 31, 2017 December 31, 2016 $ $ 375,022 29,864 345,158 $ 344,153 29,631 314,522 67,717 4,360 30,439 (660) 10,383 112,239 62,405 4,613 33,606 (1,463) 8,157 107,318 30,869 233 30,636 5,312 (253) (3,167) 803 2,226 4,921 Net interest margin (tax-equivalent) 4.12% 4.02% $ 457,397 $ 421,840 $ 35,557 $ Change % Change 9 % 1 % 10 % 9 % (5)% (9)% (55)% 27 % 5 % 8 % Net Interest Income Interest income for 2017 increased $30.9 million, or 9 percent, from the prior year and was attributable to a $38.4 million increase in income from commercial loans which more than offset the decrease of $8.4 million in interest income on investments. Interest expense of $29.9 million for 2017 increased $233 thousand over the prior year. Interest expense on deposits decreased $1.6 million, or 9 percent, and was due to the decrease in wholesale deposits. Interest expense on securities sold under agreements to repurchase (“repurchase agreements”), FHLB advances, and subordinated debt increased $1.8 million, or 16 percent, over the prior year and was primarily driven by the increase in interest rates. The total funding cost (including non-interest bearing deposits) for 2017 was 36 basis points compared to 37 basis points for 2016. The net interest margin as a percentage of earning assets, on a tax-equivalent basis, for 2017 was 4.12 percent, a 10 basis point increase from the net interest margin of 4.02 percent for 2016. The increase in the net interest margin was primarily attributable to a shift in earning assets to higher yielding loans. Additionally, there was an increase in yields on earning assets combined with a continued growth in low cost deposits during the current year. Non-interest Income Non-interest income of $112.2 million for 2017 increased $4.9 million, or 5 percent, over the prior year. Service charges and other fees of $67.7 million for 2017 increased $5.3 million, or 9 percent, from the prior year as a result of an increased number of deposit accounts. The gain on sale of loans of $30.4 million for 2017 decreased $3.2 million, or 9 percent, from the prior year which was due to a lower volume of refinanced and purchased mortgages. Other income of $10.4 million for 2017 increased $2.2 million, or 27 percent, over the prior year and was the result of an increase on gain on sale of OREO. 32 Non-interest Expense The following table summarizes non-interest expense for the periods indicated: (Dollars in thousands) Compensation and employee benefits Occupancy and equipment Advertising and promotions Data processing Other real estate owned Regulatory assessments and insurance Core deposit intangible amortization Other expenses Total non-interest expense Years ended December 31, 2017 December 31, 2016 $ $ 160,506 26,631 8,405 14,150 1,909 4,431 2,494 47,045 265,571 $ $ 151,697 25,979 8,433 14,390 2,895 4,780 2,970 47,570 258,714 $ $ $ Change % Change 8,809 652 (28) (240) (986) (349) (476) (525) 6,857 6 % 3 % — % (2)% (34)% (7)% (16)% (1)% 3 % During 2016, the Company consolidated its Bank divisions’ individual core database systems into a single core database and re-issued debit cards with chip technology (the Core Consolidation Project or “CCP”). Expenses related to CCP were $4.3 million during 2016. Excluding CCP expenses, non-interest expense for 2017 increased $11.2 million, or 4 percent, over the prior year. Compensation and employee benefits for 2017 increased $8.8 million, or 6 percent, from the prior year due to salary increases and the increased number of employees from the acquired banks. Occupancy and equipment expense increased $652 thousand, or 3 percent from the prior year as a result of increased costs from acquisitions. Data processing expense decreased $240 thousand, or 2 percent, from the prior year as a result of decreased costs associated with CCP. Other expenses for 2017 of $47.0 million decreased $525 thousand, or 1 percent, from the prior year and was principally driven by decreased costs associated with CCP. Efficiency Ratio The efficiency ratio of 53.94 percent for 2017 decreased 194 basis points from the prior year efficiency ratio of 55.88 percent which resulted from the increase in net interest income largely due to higher interest income on commercial loans. Provision for Loan Losses The provision for loan losses was $10.8 million for 2017, an increase of $8.5 million from the same period in the prior year. Net charge- offs during 2017 were $10.8 million compared to $2.5 million during 2016. 33 ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS Investment Activity The Company’s investment securities primarily consist of debt securities classified as available-for-sale or held-to-maturity. Non- marketable equity securities primarily consist of capital stock issued by the FHLB of Des Moines and are carried at cost less impairment. Debt Securities On November 30, 2018, the Company early adopted FASB ASU 2017-12, Derivatives and Hedging, and in doing so redesignated state and local government securities with a carrying value of $270,331,000, from held-to-maturity classification to available-for-sale classification. The Company considers the available-for-sale classification of these debt securities to be appropriate since it no longer had the intent to hold them to maturity. Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income (“OCI”). The Company’s debt securities are summarized below: (Dollars in thousands) Available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage- backed securities Commercial mortgage- backed securities Total available-for- sale Held-to-maturity State and local governments Total held-to-maturity December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 Carrying Amount Percent Carrying Amount Percent Carrying Amount Percent Carrying Amount Percent Carrying Amount Percent $ 23,649 1% $ 31,127 1% $ 39,407 1% $ 47,451 1% $ 44 —% 120,208 4% 19,091 1% 19,570 1% 93,167 3% 21,945 1% 852,250 290,817 30% 10% 629,501 216,762 26% 9% 786,373 471,951 25% 15% 885,019 384,163 27% 12% 997,969 314,854 34% 11% 792,915 28% 779,283 32% 1,007,515 33% 1,198,549 36% 1,049,575 36% 491,824 17% 102,479 4% 100,661 3% 2,411 —% 3,041 —% 2,571,663 90% 1,778,243 73% 2,425,477 78% 2,610,760 79% 2,387,428 82% 297,915 297,915 10% 10% 648,313 648,313 27% 27% 675,674 675,674 22% 22% 702,072 702,072 21% 21% 520,997 520,997 18% 18% Total debt securities $2,869,578 100% $2,426,556 100% $3,101,151 100% $3,312,832 100% $2,908,425 100% The Company’s debt securities are primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate is used in calculating the tax-equivalent yields on the tax-exempt securities. As a result of the Tax Act, the federal statutory income tax rate decreased from 35 percent in 2017 to 21 percent beginning in 2018. Mortgage-backed securities are primarily short, weighted-average life U.S. agency guaranteed residential mortgage pass-through securities. To a lesser extent, mortgage-backed securities also consist of short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations and U.S. agency guaranteed commercial mortgage-backed securities. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities. State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s) as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs. 34 The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level. (Dollars in thousands) December 31, 2018 December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value S&P: AAA / Moody’s: Aaa S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3 S&P: A+, A, A- / Moody’s: A1, A2, A3 S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3 Not rated by either entity Below investment grade Total $ $ 299,275 643,023 163,041 4,208 31,954 1,050 1,142,551 296,027 640,736 167,779 4,382 30,532 1,050 1,140,506 310,040 767,306 167,230 2,271 14,985 847 1,262,679 311,759 783,795 175,539 2,372 15,262 860 1,289,587 State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type. (Dollars in thousands) General obligation - unlimited General obligation - limited Revenue Certificate of participation Other Total December 31, 2018 December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value $ $ 657,051 173,973 290,106 14,174 7,247 1,142,551 658,062 177,275 283,939 14,463 6,767 1,140,506 717,610 195,278 322,394 19,366 8,031 1,262,679 735,218 203,643 323,183 19,922 7,621 1,289,587 The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities. (Dollars in thousands) Washington Texas Michigan Montana Ohio All other states Total December 31, 2018 December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value $ $ 179,691 157,978 144,378 109,106 53,698 497,700 1,142,551 179,808 157,706 147,386 111,492 53,615 490,499 1,140,506 184,491 170,786 157,240 92,733 65,207 592,222 1,262,679 189,932 175,217 163,332 97,234 66,840 597,032 1,289,587 35 The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2018. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit. (Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield One Year or Less After One through Five Years After Five through Ten Years After Ten Years Mortgage-Backed Securities 1 Total Available-for-sale U.S. government and federal agency $ U.S. government sponsored enterprises — — —% $ 2,391 2.86% $ 10,390 2.92% $ 10,868 1.48% $ —% 112,589 2.54% 7,619 6.06% — —% State and local governments 6,271 1.69% 44,065 2.48% 296,952 3.64% 504,962 4.30% — — — — —% $ 23,649 2.26% —% —% —% 120,208 2.57% 852,250 3.96% 290,817 2.88% Corporate bonds 135,085 2.34% 155,732 3.35% Residential mortgage-backed securities Commercial mortgage-backed securities — — —% —% — — —% —% — — — —% —% —% — — — —% —% 792,915 2.32% 792,915 2.32% —% 491,824 3.13% 491,824 3.13% Total available-for-sale 141,356 2.31% 314,777 2.94% 314,961 3.61% 515,830 4.24% 1,284,739 2.63% 2,571,663 3.09% Held-to-maturity State and local governments Total held-to-maturity — — —% —% 6,457 2.41% 75,204 2.89% 216,254 3.63% 6,457 2.41% 75,204 2.89% 216,254 3.63% — — —% —% 297,915 3.42% 297,915 3.42% Total debt securities $141,356 2.31% $321,234 2.93% $390,165 3.47% $ 732,084 4.06% $1,284,739 2.63% $2,869,578 3.12% ______________________________ 1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. Interest income from debt securities consisted of the following: (Dollars in thousands) Taxable interest Tax-exempt interest Total interest income December 31, 2018 $ $ 46,554 39,945 86,499 Years ended December 31, 2017 December 31, 2016 38,433 43,535 81,968 40,366 50,026 90,392 For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” 36 Other-Than-Temporary Impairment on Securities Analysis Debt securities. In evaluating debt securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell the security or if it is more-likely-than-not that the Company will be required to sell the debt security. In so doing, management considers contractual constraints, liquidity, capital, asset/liability management and securities portfolio objectives. For debt securities with limited or inactive markets, the impact of macroeconomic conditions in the U.S. upon fair value estimates includes higher risk-adjusted discount rates and changes in credit ratings provided by NRSRO. S&P, Moody's and Fitch have all issued stable outlooks of U.S. government long-term debt and have similar credit ratings and outlooks with respect to certain long-term debt instruments issued by Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and other U.S. government agencies linked to the long-term U.S. debt. The following table separates debt securities with an unrealized loss position at December 31, 2018 into two categories: securities purchased prior to 2018 and those purchased during 2018. Of those securities purchased prior to 2018, the fair market value and unrealized gain or loss at December 31, 2017 is also presented. (Dollars in thousands) Temporarily impaired securities purchased prior to 2018 U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total Temporarily impaired securities purchased during 2018 U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total Temporarily impaired securities U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total December 31, 2018 December 31, 2017 Fair Value Unrealized Loss Unrealized Loss as a Percent of Fair Value Fair Value Unrealized Loss Unrealized Loss as a Percent of Fair Value 20,183 (1)% $ 19,092 (1)% 520,204 (4)% 124,608 (1)% 728,315 (3)% (2)% 101,348 (3)% $ 1,513,750 $ $ (114) (104) (7,593) (416) (7,389) (1,809) (17,425) (1)% (1)% (1)% — % (1)% (2)% (1)% — % (2)% (1)% (1)% (1)% (1)% (1)% (1)% (4)% (1)% (2)% (1)% (3)% $ 14,806 19,013 501,413 122,263 559,231 77,211 $ 1,293,937 $ $ 59,931 16,529 111,648 110,376 82,411 380,895 $ 14,806 78,944 517,942 233,911 669,607 159,622 $ 1,674,832 $ $ $ $ $ $ (162) (251) (21,954) (686) (15,556) (1,830) (40,439) (263) (407) (927) (694) (526) (2,817) (162) (514) (22,361) (1,613) (16,250) (2,356) (43,256) 37 With respect to severity, the following table provides the number of debt securities and amount of unrealized loss in the identified ranges of unrealized loss as a percent of book value at December 31, 2018: (Dollars in thousands) Greater than 10.0% 5.1% to 10.0% 0.1% to 5.0% Total Number of Debt Securities Unrealized Loss 31 82 901 1,014 $ $ (7,737) (8,720) (26,799) (43,256) With respect to the valuation history of the impaired debt securities, the Company identified 642 securities which have been continuously impaired for the twelve months ending December 31, 2018. The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in the prior year(s) in which the identified securities were in an unrealized loss position. The following table provides details of the 642 debt securities which have been continuously impaired for the twelve months ended December 31, 2018, including the most notable loss for any one bond in each category. (Dollars in thousands) U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total Number of Debt Securities Unrealized Loss for 12 Months Or More Most Notable Loss 16 14 374 39 165 34 642 $ $ (135) $ (411) (18,661) (676) (15,417) (1,954) (37,254) (25) (69) (1,545) (90) (616) (318) Based on the Company's analysis of its impaired debt securities as of December 31, 2018, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. A substantial portion of the debt securities with unrealized losses at December 31, 2018 were issued by Fannie Mae, Freddie Mac, Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company's impaired debt securities at December 31, 2018 have been determined by the Company to be investment grade. Equity securities. Non-marketable equity securities and marketable equity securities without readily determinable fair values are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities and marketable equity securities without readily determinable fair values as of December 31, 2018, the Company determined that none of such securities were impaired. 38 Lending Activity The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments and classes, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated: (Dollars in thousands) Residential real estate loans Commercial loans Real estate Other commercial Total Consumer and other loans Home equity Other consumer Total Loans receivable December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent $ 887,742 11 % $ 720,728 11 % $ 674,347 12 % $ 688,912 14 % $ 611,463 14 % 4,657,561 1,911,171 6,568,732 57 % 3,577,139 23 % 1,579,353 80 % 5,156,492 55 % 25 % 80 % 2,990,141 1,342,250 4,332,391 54 % 24 % 78 % 2,633,953 1,099,564 3,733,517 53 % 2,337,548 22 % 925,900 75 % 3,263,448 544,688 286,387 831,075 7 % 4 % 457,918 242,686 7 % 4 % 434,774 242,951 8 % 4 % 420,901 235,351 9 % 5 % 394,670 218,514 11 % 700,604 11 % 677,725 12 % 656,252 14 % 613,184 8,287,549 102 % 6,577,824 102 % 5,684,463 102 % 5,078,681 103 % 4,488,095 54 % 21 % 75 % 9 % 5 % 14 % 103 % ALLL (131,239) (2)% (129,568) (2)% (129,572) (2)% (129,697) (3)% (129,753) (3)% Loans receivable, net $ 8,156,310 100 % $ 6,448,256 100 % $ 5,554,891 100 % $ 4,948,984 100 % $ 4,358,342 100 % The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2018 was as follows: (Dollars in thousands) Variable rate maturing or repricing In one year or less After one year through five years Thereafter Fixed rate maturing In one year or less After one year through five years Thereafter Total Residential Real Estate Commercial Consumer and Other Total $ $ 134,264 325,058 85,872 102,088 136,862 103,598 887,742 1,590,495 2,281,323 247,226 850,955 1,171,322 427,411 6,568,732 277,273 231,694 8,707 110,776 174,875 27,750 831,075 2,002,032 2,838,075 341,805 1,063,819 1,483,059 558,759 8,287,549 Residential Real Estate Lending The Company’s lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and on-line applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, etc. For loans held for sale, the Company complies with the investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment. 39 Consumer Land or Lot Loans The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost. Unimproved Land and Land Development Loans Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where improved real estate market conditions have occurred. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost. Residential Builder Guidance Lines The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis. Construction Loans During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a percentage- of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/ holding period costs should collateral ownership be transferred to the Company. Commercial Real Estate Loans Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin. Agricultural Lending Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent. Home Equity Loans The Company’s home equity loans of $545 million and $458 million as of December 31, 2018 and 2017, respectively, consist of 1-4 family junior lien mortgages and first and junior lien lines of credit secured by residential real estate. At December 31, 2018, the home equity loan portfolio consisted of 92 percent variable interest rate and 8 percent fixed interest rate loans. Approximately 56 percent of the home equity loans were in a first lien status with the remaining 44 percent in junior lien status. Approximately 6 percent of the home equity loans were closed-end amortizing loans and 94 percent were open-end, revolving home equity lines of credit. At December 31, 2017, the home equity loan portfolio consisted of 90 percent variable interest rate and 10 percent fixed interest rate loans. Approximately 54 percent of the home equity loans were in a first lien status with the remaining 46 percent in junior lien status. Approximately 8 percent of the home equity loans were closed-end amortizing loans and 92 percent were open-end, revolving home equity lines of credit. Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3, 5 or 10 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest. 40 Consumer Lending The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans. The Company also originates second mortgage and home equity loans, especially to existing customers in instances where the first and second mortgage loans are less than 80 percent of the current appraised value of the property. States and Political Subdivisions Lending The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees. In general, state and local political subdivision loans carry a low risk of default and offer other complimentary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes. Credit Risk Management The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually. The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete. Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status. Loan Approval Limits Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) Bank’s Board of Directors. Under banking laws, loans to one borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank. Interest Reserves Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves. Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current. In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan. The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued. 41 The Company had $179 million and $36.4 million of loans with remaining interest reserves of $7.1 million and $921 thousand as of December 31, 2018 and 2017, respectively. During 2018, the Company extended, renewed or restructured 9 loans with interest reserves, such loans having an aggregate outstanding principal balance of $11.6 million as of December 31, 2018. Such actions were based on prudent underwriting standards and not to keep the loans current. The Company did not extend, renew or restructure any loans with interest reserves during 2017. As of December 31, 2018, the Company had no construction loans with interest reserves that are currently non-performing or which are potential problem loans. Loan Purchases and Sales Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. The Company has also been very active in generating commercial Small Business Administration loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas. Loan Origination and Other Fees In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications. Appraisal and Evaluation Process The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements. Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources: • • • • • • demographic indicators, including employment and population trends; foreclosures, vacancy, construction and absorption rates; property sales prices, rental rates, and lease terms; current tax assessments; economic indicators, including trends within the lending areas; and valuation trends, including discount and capitalization rates. Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services. The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to six weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated). 42 As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken. Non-performing Assets The following table summarizes information regarding non-performing assets at the dates indicated: (Dollars in thousands) December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 At or for the Years ended Other real estate owned $ 7,480 14,269 20,954 26,815 27,804 Accruing loans 90 days or more past due Residential real estate Commercial Consumer and other Total Non-accrual loans Residential real estate Commercial Consumer and other Total 788 492 738 2,018 8,021 35,883 3,348 47,252 Total non-performing assets $ 56,750 2,366 3,582 129 6,077 4,924 35,629 4,280 44,833 65,179 266 428 405 1,099 4,528 39,033 5,771 49,332 71,385 — 2,051 80 2,131 8,073 36,510 6,550 51,133 80,079 35 105 74 214 6,798 48,138 6,946 61,882 89,900 Non-performing assets as a percentage of subsidiary assets ALLL as a percentage of non-performing loans 0.47% 266% 0.68% 255% 0.76% 257% 0.88% 244% 1.08% 209% Accruing loans 30-89 days past due Accruing troubled debt restructurings Non-accrual troubled debt restructurings U.S. government guarantees included in non-performing assets Interest income 1 $ $ $ $ $ 33,567 25,833 10,660 4,811 2,340 37,687 38,491 23,709 2,513 2,162 25,617 52,077 21,693 1,746 2,364 19,413 63,590 27,057 2,312 2,471 25,904 69,129 33,714 3,649 3,005 ______________________________ 1 Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms. The Company benefited this year from the Bank divisions’ continued focus on reducing non-performing assets and resolving specific troubled credits. Non-performing assets at December 31, 2018 were $56.8 million, a decrease of $8.4 million, or 13 percent, from the prior year end. Non-performing assets as a percentage of subsidiary assets at December 31, 2018 was 0.47 percent, a decrease of 21 basis points from the prior year end. Early stage delinquencies (accruing loans 30-89 days past due) of $33.6 million at December 31, 2018 decreased $4.1 million from prior year end. Early stage delinquencies as a percentage of loans at December 31, 2018 was 0.41 percent which was a decrease of 16 basis points from prior year end. 43 Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. The Company evaluates the level of its non-performing loans, the values of the underlying real estate and other collateral, and related trends in internal and external environmental factors and net charge-offs in determining the adequacy of the ALLL. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans. For additional information on accounting policies relating to non-performing assets and impaired loans, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Impaired Loans Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Impaired loans were $109 million and $120 million as of December 31, 2018 and December 31, 2017, respectively. The ALLL includes specific valuation allowances of $3.2 million and $5.2 million of impaired loans as of December 31, 2018 and December 31, 2017, respectively. Restructured Loans A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company’s TDR loans of $36.5 million and $62.2 million as of December 31, 2018 and December 31, 2017, respectively, are considered impaired loans. Other Real Estate Owned The book value of loans prior to the acquisition of collateral and transfer of the loans into OREO during 2018 was $6.8 million. The fair value of the loan collateral acquired in foreclosure during 2018 was $4.9 million. The following table sets forth the changes in OREO for the periods indicated: (Dollars in thousands) Balance at beginning of period Acquisitions Additions Capital improvements Write-downs Sales Balance at end of period December 31, 2018 December 31, 2017 Years ended December 31, 2016 December 31, 2015 December 31, 2014 $ $ 14,269 187 4,924 21 (2,727) (9,194) 7,480 20,954 96 4,466 — (604) (10,643) 14,269 26,815 882 5,198 149 (1,821) (10,269) 20,954 27,804 974 7,989 1,710 (1,575) (10,087) 26,815 26,860 3,928 11,493 1,661 (691) (15,447) 27,804 44 Allowance for Loan and Lease Losses Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ALLL methodology is designed to reasonably estimate the probable loan and lease losses within the Company’s loan portfolio. Accordingly, the ALLL is maintained within a range of estimated losses. The determination of the ALLL, including the provision for loan losses and net charge-offs, is a critical accounting estimate that involves management’s judgments about all known relevant internal and external environmental factors that affect loan losses, including the credit risk inherent in the loan portfolio, economic conditions nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs and credit-related policies and personnel. Although the Company continues to actively monitor economic trends, soft economic conditions combined with potential declines in the values of real estate that collateralize most of the Company’s loan portfolio may adversely affect the credit risk and potential for loss to the Company. The ALLL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies. At the end of each quarter, the Company analyzes its loan portfolio and maintains an ALLL at a level that is appropriate and determined in accordance with GAAP. The allowance consists of a specific valuation allowance component and a general valuation allowance component. The specific valuation allowance component relates to loans that are determined to be impaired. A specific valuation allowance is established when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate) is lower than the carrying value of the impaired loan. The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors. The Bank divisions’ credit administration reviews their respective loan portfolios to determine which loans are impaired and estimates the specific valuation allowance. The impaired loans and related specific valuation allowance are then provided to the Company’s credit administration for further review and approval. The Company’s credit administration also determines the estimated general valuation allowance and reviews and approves the overall ALLL. The credit administration of the Company exercises significant judgment when evaluating the effect of applicable qualitative or environmental factors on the Company’s historical loss experience for loans not identified as impaired. Quantification of the impact upon the Company’s ALLL is inherently subjective as data for any factor may not be directly applicable, consistently relevant, or reasonably available for management to determine the precise impact of a factor on the collectability of the Company’s loans collectively evaluated for impairment as of each evaluation date. The Company’s credit administration documents its conclusions and rationale for changes that occur in each applicable factor’s weight (i.e., measurement) and ensures that such changes are directionally consistent based on the underlying current trends and conditions for the factor. To have directional consistency, the provision for loan losses and credit quality should generally move in the same direction. The Company’s model includes fourteen bank divisions with separate management teams providing substantial local oversight to the lending and credit management function. The Company’s business model affords multiple reviews of larger loans before credit is extended, a significant benefit in mitigating and managing the Company’s credit risk. The geographic dispersion of the market areas in which the Company operates further mitigates the risk of credit loss. While this process is intended to limit credit exposure, there can be no assurance that further problem credits will not arise and additional loan losses incurred, particularly in this slowly improving, but fragile economic recovery and in periods of rapid economic downturns. The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying impaired loans is necessary to support management’s evaluation of the ALLL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. No assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ALLL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors, including economic and regulatory developments, will not require significant changes in the ALLL. Under such circumstances, this could result in enhanced provisions for loan losses. See additional risk factors in “Item 1A. Risk Factors.” 45 The following table summarizes the allocation of the ALLL as of the dates indicated: December 31, 2018 Percent of Loans in Category ALLL December 31, 2017 Percent of Loans in Category ALLL December 31, 2016 Percent of Loans in Category ALLL December 31, 2015 Percent of Loans in Category ALLL December 31, 2014 Percent of Loans in Category ALLL $ 10,631 11% $ 10,798 11% $ 12,436 12% $ 14,427 13% $ 14,680 72,448 56% 68,515 54% 65,773 52% 67,877 52% 67,799 38,160 5,811 23% 7% 39,303 6,204 24% 7% 37,823 7,572 24% 8% 32,525 8,998 22% 8% 30,891 9,963 13% 52% 21% 9% 4,189 $131,239 3% 4,748 100% $129,568 4% 5,968 100% $129,572 4% 5,870 100% $129,697 5% 6,420 100% $129,753 5% 100% (Dollars in thousands) Residential real estate Commercial real estate Other commercial Home equity Other consumer Total The following table summarizes the ALLL experience for the periods indicated: (Dollars in thousands) December 31, 2018 December 31, 2017 At or for the Years ended December 31, 2016 December 31, 2015 December 31, 2014 Balance at beginning of period Provision for loan losses $ 129,568 9,953 129,572 10,824 129,697 2,333 129,753 2,284 130,351 1,912 Charge-offs Residential real estate Commercial loans Consumer and other loans Total charge-offs Recoveries Residential real estate Commercial loans Consumer and other loans Total recoveries (728) (8,514) (8,565) (17,807) 87 5,045 4,393 9,525 (199) (9,044) (10,088) (19,331) 82 3,569 4,852 8,503 (464) (4,860) (6,172) (11,496) 207 5,576 3,255 9,038 (985) (4,242) (1,775) (7,002) 92 3,620 950 4,662 (431) (4,860) (2,312) (7,603) 328 3,757 1,008 5,093 Charge-offs, net of recoveries (8,282) (10,828) (2,458) (2,340) (2,510) Balance at end of period $ 131,239 129,568 129,572 129,697 129,753 ALLL as a percentage of total loans Net charge-offs as a percentage of average loans 1.58% 0.11% 1.97% 0.17% 2.28% 0.05% 2.55% 0.05% 2.89% 0.06% The ALLL as a percent of total loans outstanding at December 31, 2018 was 1.58 percent, which was a decrease of 39 basis points from a year ago. The decrease from the prior year was primarily driven by stabilizing credit quality. The Company’s ALLL of $131 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended December 31, 2018 and 2017, the Company believes the ALLL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. 46 When applied to the Company’s historical loss experience, the qualitative or environmental factors result in the provision for loan losses being recorded in the period in which the loss has probably occurred. When the loss is confirmed at a later date, a charge-off is recorded. During 2018, the provision for loan losses exceeded charge-offs, net of recoveries, by $1.7 million. During the same period in 2017, charge-offs, net of recoveries, exceeded the provision for loan losses by $4 thousand. The Company provides commercial services to individuals, small to medium-sized businesses, community organizations and public entities from 167 locations, including 149 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. Overall, the economic environment and housing markets throughout the Company’s footprint continue to show positive signs of improvement. Home prices continue to increase in all of the states within the Company’s footprint. Four of the Company’s states are ranked in the top 10 nationally for house price appreciation. Home ownership in the United States is at 64 percent as of the fourth quarter of 2018 after bottoming out at 62.9 percent in the second quarter of 2016. The long-term average for the United States homeownership rate is at 65.2 percent. Quarterly personal income growth remains in positive territory for each of the Company’s states, while all of the states except Wyoming exceed the national average. The Federal Reserve Bank of Philadelphia’s composite state coincident indices projects steady growth throughout the Company’s footprint. The third quarter of 2018 was the sixth consecutive quarter the United States economy grew at or above 2.0 percent. All of the states in the Company’s footprint have unemployment rates below 5 percent, which reflects the Federal Reserve’s definition of full employment. There has been a slight uptick in crude oil and base metal prices, while natural gas prices remain steady. Certain agriculture commodities within the Company’s footprint remain volatile. The tourism industry and related lodging activity continues to be a source of strength for locations where the Company’s markets include national parks and similar recreational areas. In general, the Company sees positive signs in the various economic indices; however, given the significant recession experienced during the late 2000s and the current lack of housing supply within the Company’s footprint, the Company is cautiously optimistic about the housing market. The Company will continue to actively monitor the economy’s impact on its lending portfolio. In evaluating the need for a specific or general valuation allowance for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio (i.e., regulatory classification), including residential construction and land, lot and other construction loans, the credit risk related to such loans was considered in the ongoing monitoring of such loans, including assessments based on current information, including appraisals or evaluations (new or updated) of the underlying collateral, expected cash flows and the timing thereof, as well as the estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the construction loan. Construction loans were 14 percent and 13 percent of the Company’s total loan portfolio and accounted for 21 percent and 24 percent of the Company’s non-accrual loans at December 31, 2018 and December 31, 2017, respectively. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (e.g., multi-acre parcels and individual lots, with and without shorelines). The Company’s ALLL consisted of the following components as of the dates indicated: (Dollars in thousands) Specific valuation allowance General valuation allowance Total ALLL December 31, 2018 December 31, 2017 $ $ 3,223 128,016 131,239 5,223 124,345 129,568 During 2018, the ALLL increased by $1.7 million, the net result of a $2.0 million decrease in the specific valuation allowance and a $3.7 million increase in the general valuation allowance. Although loans individually evaluated for impairment with a specific impairment increased from the prior year, the specific valuation allowance decreased primarily as a result of the improvement of a single loan. The increase in the general valuation allowance since the prior year end was a result of an increase of $737 million in loans collectively evaluated for impairment, excluding the current year acquisitions, and was driven primarily from growth in the loan portfolio. For additional information regarding the ALLL, its relation to the provision for loan losses and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” 47 Loans by Regulatory Classification Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments and classes which are based on the purpose of the loan. The following table summarizes the Company’s loan portfolio by regulatory classification: (Dollars in thousands) Custom and owner occupied construction Pre-sold and spec construction Total residential construction Land development Consumer land or lots Unimproved land Developed lots for operative builders Commercial lots Other construction Total land, lot, and other construction Owner occupied Non-owner occupied Total commercial real estate December 31, 2018 December 31, 2017 $ Change % Change $ $ 126,595 121,938 248,533 137,814 127,775 83,579 17,061 34,096 520,005 920,330 $ 109,555 72,160 181,715 82,398 102,289 65,753 14,592 23,770 391,835 680,637 1,343,563 1,605,960 2,949,523 1,132,833 1,186,066 2,318,899 17,040 49,778 66,818 55,416 25,486 17,826 2,469 10,326 128,170 239,693 210,730 419,894 630,624 Commercial and industrial 907,340 751,221 156,119 Agriculture 1st lien Junior lien Total 1-4 family Multifamily residential Home equity lines of credit Other consumer Total consumer 646,822 450,616 196,206 1,108,227 56,689 1,164,916 877,335 51,155 928,490 230,892 5,534 236,426 247,457 189,342 58,115 539,938 165,865 705,803 440,105 148,247 588,352 99,833 17,618 117,451 States and political subdivisions 404,671 383,252 21,419 Other 125,310 144,133 (18,823) Total loans receivable, including loans held for sale 8,320,705 6,616,657 1,704,048 Less loans held for sale 1 (33,156) (38,833) 5,677 Total loans receivable $ 8,287,549 $ 6,577,824 $ 1,709,725 ______________________________ 1 Loans held for sale are primarily 1st lien 1-4 family loans. 48 16 % 69 % 37 % 67 % 25 % 27 % 17 % 43 % 33 % 35 % 19 % 35 % 27 % 21 % 44 % 26 % 11 % 25 % 31 % 23 % 12 % 20 % 6 % (13)% 26 % (15)% 26 % The following table summarizes the Company’s non-performing assets by regulatory classification: (Dollars in thousands) Non-performing Assets, by Loan Type December 31, 2018 December 31, 2017 Non- Accruing Loans December 31, 2018 Accruing Loans 90 Days or More Past Due December 31, 2018 Other Real Estate Owned December 31, 2018 Custom and owner occupied construction Pre-sold and spec construction $ Total residential construction Land development Consumer land or lots Unimproved land Developed lots for operative builders Commercial lots Other construction Total land, lot and other construction Owner occupied Non-owner occupied Total commercial real estate Commercial and industrial Agriculture 1st lien Junior lien Total 1-4 family Home equity lines of credit Other consumer Total consumer States and political subdivisions Other Total — 463 463 2,166 1,428 9,338 68 1,046 120 14,166 5,940 10,567 16,507 3,914 7,040 10,290 565 10,855 2,770 456 3,226 — 579 48 38 86 7,888 1,861 10,866 116 1,312 151 22,194 13,848 4,584 18,432 5,294 3,931 9,261 567 9,828 3,292 322 3,614 1,800 — — 463 463 786 675 7,806 43 — 9 9,319 4,706 10,294 15,000 3,462 6,682 8,992 531 9,523 2,188 338 2,526 — 277 — — — — — — — — — — — — — 210 208 788 34 822 394 82 476 — 302 — — — 1,380 753 1,532 25 1,046 111 4,847 1,234 273 1,507 242 150 510 — 510 188 36 224 — — $ 56,750 65,179 47,252 2,018 7,480 49 The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification: (Dollars in thousands) Custom and owner occupied construction Pre-sold and spec construction Total residential construction Land development Consumer land or lots Unimproved land Developed lots for operative builders Commercial lots Other construction Total land, lot and other construction Owner occupied Non-owner occupied Total commercial real estate Commercial and industrial Agriculture 1st lien Junior lien Total 1-4 family Home equity lines of credit Other consumer Total consumer States and political subdivisions Other Total ______________________________ n/m - not measurable Accruing 30-89 Days Delinquent Loans, by Loan Type December 31, 2018 December 31, 2017 $ Change % Change $ 1,661 887 2,548 228 200 579 122 203 4,170 5,502 2,981 1,245 4,226 3,374 6,455 5,384 118 5,502 3,562 1,650 5,212 229 519 $ $ 300 102 402 — 353 662 7 108 — 1,130 4,726 2,399 7,125 6,472 3,205 10,865 4,348 15,213 1,962 2,109 4,071 — 69 1,361 785 2,146 228 (153) (83) 115 95 4,170 4,372 (1,745) (1,154) (2,899) (3,098) 3,250 (5,481) (4,230) (9,711) 1,600 (459) 1,141 229 450 $ 33,567 $ 37,687 $ (4,120) 454 % 770 % 534 % n/m (43)% (13)% 1,643 % 88 % n/m 387 % (37)% (48)% (41)% (48)% 101 % (50)% (97)% (64)% 82 % (22)% 28 % n/m 652 % (11)% 50 The following table summarizes the Company’s charge-offs and recoveries by regulatory classification: (Dollars in thousands) Net Charge-Offs (Recoveries), Years ended, By Loan Type December 31, 2018 December 31, 2017 Charge-Offs December 31, 2018 Recoveries December 31, 2018 (352) (116) (146) (445) 33 1 (19) (692) 1,320 853 2,173 2,449 16 577 (371) 206 (649) (97) 261 164 4,967 8,282 (23) (143) 222 (304) (107) (6) 389 51 3,908 368 4,276 883 9 (23) 719 696 (230) 272 505 777 17 — 307 — 33 7 — 347 1,545 929 2,474 3,276 50 836 1,017 1,853 — 147 597 744 4,389 10,828 9,046 17,807 369 116 453 445 — 6 19 1,039 225 76 301 827 34 259 1,388 1,647 649 244 336 580 4,079 9,525 Pre-sold and spec construction $ Land development Consumer land or lots Unimproved land Developed lots for operative builders Commercial lots Other construction Total land, lot and other construction Owner occupied Non-owner occupied Total commercial real estate Commercial and industrial Agriculture 1st lien Junior lien Total 1-4 family Multifamily residential Home equity lines of credit Other consumer Total consumer Other Total $ 51 Sources of Funds The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, repurchase agreements, wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk. Deposits The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. During 2017, the Company utilized a third party vendor to transfer deposits off-balance sheet. All of such deposits were brought back onto the Company’s balance sheet during 2018. The Company’s deposits are summarized below: (Dollars in thousands) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 Non-interest bearing deposits $3,001,178 32% $2,311,902 31% $2,041,852 28% $1,918,310 28% $1,632,403 26% NOW and DDA accounts 2,391,307 25% 1,695,246 22% 1,588,550 22% 1,516,026 22% 1,328,130 Savings accounts 1,346,790 14% 1,082,604 14% 996,061 13% 838,274 12% 693,714 Money market deposit accounts Certificate accounts Wholesale deposits Total interest bearing deposits 1,684,284 18% 1,512,693 20% 1,464,415 20% 1,382,028 20% 1,274,525 901,484 168,724 9% 2% 817,259 160,043 11% 2% 948,714 332,687 13% 1,060,650 15% 1,167,228 4% 229,720 3% 249,212 6,492,589 68% 5,267,845 69% 5,330,427 72% 5,026,698 72% 4,712,809 74% 21% 11% 20% 18% 4% Total deposits $9,493,767 100% $7,579,747 100% $7,372,279 100% $6,945,008 100% $6,345,212 100% The following table summarizes the amounts outstanding at December 31, 2018 for deposits of $100,000 and greater, according to the time remaining to maturity. Included in demand deposits are brokered deposits of $169 million. (Dollars in thousands) Within three months Three months to six months Seven months to twelve months Over twelve months Total Certificates of Deposit Demand Deposits $ $ 90,798 141,725 124,071 151,718 508,312 5,281,102 — — — 5,281,102 Total 5,371,900 141,725 124,071 151,718 5,789,414 For additional information on deposits, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” 52 Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements. The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system. The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company. Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time. For additional information concerning the Company’s borrowings, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Short-term borrowings A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short- term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks. The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end: (Dollars in thousands) Repurchase agreements Amount outstanding at end of period Weighted interest rate on outstanding amount Maximum outstanding at any month end Average balance Weighted-average interest rate December 31, 2018 At or for the Years ended December 31, 2017 December 31, 2016 $ $ $ 396,151 0.87% 408,754 383,791 0.59% 362,573 0.53% 497,187 413,873 0.45% 473,650 0.34% 473,650 384,066 0.31% 53 Subordinated Debentures In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 1 capital up to a certain limit. The Company also assumed subordinated debt that qualifies as Tier 2 capital from the FSB acquisition. The subordinated debentures outstanding as of December 31, 2018 were $134 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Contractual Obligations and Off-Balance Sheet Arrangements In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company does not anticipate any material losses as a result of these transactions. Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated VIEs, see Note 6 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The following table represents the Company’s contractual obligations as of December 31, 2018: (Dollars in thousands) Total $ 9,493,767 396,151 440,175 14,527 134,051 191 Deposits Repurchase agreements FHLB advances Other borrowed funds Subordinated debentures Capital lease obligations Operating lease obligations Total Indeter- minate Maturity 1 8,592,283 — — — — — Payments Due by Period 2019 2020 2021 2022 2023 Thereafter 634,197 396,151 285,847 — — 92 147,320 — 1,572 — — 92 2,682 151,666 71,500 — 150,370 — — 7 2,145 224,022 28,138 — 918 178 — — 1,427 30,661 20,310 — 204 1,048 — — 943 22,505 19 — 1,264 13,301 134,051 — 5,352 153,987 15,741 $ 10,494,603 — 8,592,283 3,192 1,319,479 ______________________________ 1 Represents non-interest bearing deposits and NOW, DDA, savings, and money market accounts. 54 Liquidity Risk Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements: 1. assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time; 2. providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and 3. balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity. The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding. The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated: (Dollars in thousands) FHLB advances Borrowing capacity Amount utilized Amount available FRB discount window Borrowing capacity Amount utilized Amount available Unsecured lines of credit available Unencumbered debt securities U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total unencumbered debt securities December 31, 2018 December 31, 2017 2,103,860 (444,749) 1,659,111 1,807,787 (360,185) 1,447,602 875,936 — 875,936 230,000 23,649 108,952 618,613 290,817 220,653 273,439 1,536,123 1,054,103 — 1,054,103 230,000 29,097 3,358 769,786 5,982 115,527 54,998 978,748 $ $ $ $ $ $ $ 55 Capital Resources Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 84,521,692 have been issued as of December 31, 2018. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2018. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations. The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies implemented the Final Rules to establish a new comprehensive regulatory capital framework with a phase-in period beginning on January 1, 2015 and ending on January 1, 2019. The Final Rules implemented certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. The Final Rules require the Company to hold a conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer for 2018 is 1.875%. As of December 31, 2018, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category. The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s current capital adequacy guidelines as of December 31, 2018. The Federal Reserve’s fully phased-in capital guidelines applicable in 2019 are also summarized. Glacier Bank regulatory ratios Minimum capital requirements Well capitalized requirements Total Capital (To Risk- Weighted Assets) Tier 1 Capital (To Risk- Weighted Assets) Common Equity Tier 1 (To Risk- Weighted Assets) Leverage Ratio/ Tier 1 Capital (To Average Assets) 14.35% 8.00% 10.00% 13.10% 6.00% 8.00% 13.10% 4.50% 6.50% 11.08% 4.00% 5.00% Minimum capital requirements, including fully-phased in capital conservation buffer (2019) 10.50% 8.50% 7.00% N/A For additional information regarding regulatory capital, see Note 11 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” 56 Federal and State Income Taxes The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. Under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 6.9 percent in Idaho, 5 percent in Utah, 4.63 percent in Colorado and 4.9 percent in Arizona. Washington and Wyoming do not impose a corporate income tax. Income tax expense for the years ended December 31, 2018 and 2017 was $40.3 million and $64.6 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2018 and 2017 was 18.2 percent and 35.7 percent, respectively. The current year effective income tax rate was significantly lower than the prior year and was attributable to the decrease in the federal marginal corporate income tax rate and the prior year $19.7 million revaluation of the net deferred tax asset driven by the Tax Act. The prior year federal statutory income tax rate was 35 percent and was decreased to 21 percent beginning January 1, 2018. Furthermore, the current year and prior year’s effective income tax rates are lower due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $56.1 million and $56.0 million for the years ended December 31, 2018 and 2017, respectively. Benefits from federal income tax credits were $9.2 million and $5.6 million for the years ended December 31, 2018 and 2017, respectively. The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $20.5 million in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax. Following is a list of expected federal income tax credits to be received in the years indicated. (Dollars in thousands) 2019 2020 2021 2022 2023 Thereafter New Markets Tax Credits Low-Income Housing Tax Credits Debt Securities Tax Credits Total $ $ 4,153 4,475 4,712 3,944 3,348 1,416 22,048 6,422 6,418 5,601 5,572 5,572 21,907 51,492 850 813 759 695 663 1,565 5,345 11,425 11,706 11,072 10,211 9,583 24,888 78,885 For additional information on income taxes, see Note 15 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”. Average Balance Sheet The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent). 57 December 31, 2018 Years ended December 31, 2017 December 31, 2016 Average Balance Interest & Dividends Average Yield/ Rate Average Balance Interest & Dividends Average Yield/ Rate Average Balance Interest & Dividends Average Yield/ Rate (Dollars in thousands) Assets Residential real estate loans Commercial loans 1 Consumer and other loans $ 868,467 6,134,018 774,813 $ 40,041 308,263 38,292 4.61% $ 744,523 5.03% 4,792,720 684,129 4.94% $ 33,114 233,744 32,584 4.45% $ 741,876 4.88% 3,993,363 668,990 4.76% $ 33,410 193,147 31,402 Total loans 2 Tax-exempt investment securities 3 Taxable investment securities 4 Total earning assets Goodwill and intangibles Non-earning assets Total assets Liabilities 7,777,298 386,596 4.97% 6,221,372 299,442 4.81% 5,404,229 257,959 1,083,999 50,239 4.63% 1,160,182 66,077 5.70% 1,325,810 47,771 484,606 1,802,704 10,664,001 311,321 453,394 $11,428,716 39,727 405,246 2.65% 1,722,264 4.54% 9,103,818 180,014 394,363 $9,678,195 2.31% 1,874,240 4.45% 8,604,279 155,981 392,353 $9,152,613 75,907 41,775 375,641 Non-interest bearing deposits NOW and DDA accounts Savings accounts $ $ 2,829,916 2,242,935 1,298,985 Money market deposit accounts Certificate accounts Wholesale deposits 5 FHLB advances 1,704,269 919,356 156,022 231,158 — 3,862 862 3,377 6,497 3,761 8,880 $ —% $2,175,750 0.17% 1,656,865 0.07% 1,055,688 0.20% 1,547,659 888,887 0.71% 2.41% 3.79% 275,804 258,528 — 1,402 624 2,407 5,114 7,246 6,748 $ —% $1,934,543 0.08% 1,498,928 920,058 0.06% 0.16% 1,420,700 0.58% 1,013,046 2.63% 2.57% 335,616 294,952 — 1,062 464 2,183 5,998 8,695 6,221 4.50% 4.84% 4.69% 4.77% 5.73% 2.23% 4.37% —% 0.07% 0.05% 0.15% 0.59% 2.59% 2.07% 526,623 8,292 1.57% 547,307 6,323 1.16% 515,254 5,008 0.97% Repurchase agreements and other borrowed funds Total interest bearing liabilities Other liabilities Total liabilities Stockholders’ Equity Common stock Paid-in capital Retained earnings Accumulated other comprehensive (loss) income Total stockholders’ equity 9,909,264 71,901 9,981,165 836 1,014,559 452,996 (20,840) 1,447,551 Total liabilities and stockholders’ equity $11,428,716 Net interest income (tax-equivalent) Net interest spread (tax-equivalent) Net interest margin (tax-equivalent) 35,531 0.36% 8,406,488 83,991 8,490,479 29,864 0.36% 7,933,097 96,392 8,029,489 29,631 0.37% 775 781,267 406,200 (526) 1,187,716 $9,678,195 763 740,792 371,925 9,644 1,123,124 $9,152,613 $ 449,075 $ 375,382 $ 346,010 4.18% 4.21% 4.09% 4.12% 4.00% 4.02% ______________________________ 1 Includes tax effect of $4.1 million, $6.4 million and $4.2 million on tax-exempt municipal loan and lease income for the years ended December 31, 2018, 2017 and 2016, respectively. 2 Total loans are gross of the allowance for loan and lease losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period. 3 Includes tax effect of $10.3 million, $22.5 million and $25.9 million on tax-exempt debt securities income for the years ended December 31, 2018, 2017 and 2016, respectively. 4 Includes tax effect of $1.2 million, $1.3 million and $1.4 million on federal income tax credits for the years ended December 31, 2018, 2017 and 2016, respectively. 5 Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. 58 Rate/Volume Analysis Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate. (Dollars in thousands) Interest income Residential real estate loans Commercial loans (tax-equivalent) Consumer and other loans Investment securities (tax-equivalent) $ Total interest income Interest expense NOW and DDA accounts Savings accounts Money market deposit accounts Certificate accounts Wholesale deposits FHLB advances Repurchase agreements and other borrowed funds Total interest expense Net interest income (tax- equivalent) Year ended December 31, 2018 vs. 2017 Increase (Decrease) Due to: Rate Volume Year ended December 31, 2017 vs. 2016 Increase (Decrease) Due to: Rate Net Net Volume 5,513 65,416 4,319 157 75,405 496 144 244 175 (3,147) (714) (239) (3,041) 1,414 9,103 1,389 (7,951) 3,955 1,964 94 726 1,208 (338) 2,846 2,208 8,708 6,927 74,519 5,708 (7,794) 79,360 2,460 238 970 1,383 (3,485) 2,132 1,969 5,667 119 38,029 623 (11,680) 27,091 109 67 189 (750) (1,569) (783) 297 (2,440) (415) 2,568 559 (198) 2,514 231 93 35 (134) 120 1,310 1,018 2,673 (296) 40,597 1,182 (11,878) 29,605 340 160 224 (884) (1,449) 527 1,315 233 $ 78,446 (4,753) 73,693 29,531 (159) 29,372 Net interest income (tax-equivalent) increased $73.7 million for the year ended December 31, 2018 compared to the same period in 2017. The interest income for 2018 increased over the same period last year primarily from increased loan growth in all categories, with the largest increase in the Company’s commercial loan portfolio. Furthermore, increases in interest rates on existing variable rate loans and new loans also increased the loan interest income. The decrease in interest income on the debt securities portfolio was primarily the result of a decrease in the tax benefit related to the tax-exempt debt securities. Total interest expense increased from the prior year primarily from an increase in deposit and FHLB interest rates, which was partially offset by the decrease in wholesale deposits. Net interest income (tax-equivalent) increased $29.4 million during 2017 compared to 2016. The interest income for 2017 increased over the prior year primarily from continued increased growth of the Company’s commercial loan portfolio along with increased yields on such loans. The decrease in interest income on the debt securities portfolio was the result of continuing to redeploy cash flow from debt securities into the loan portfolio. Total interest expense remained stable compared to the prior year with volatility in certain categories including wholesale deposits, FHLB advances and other borrowed funds. The decrease in wholesale deposits resulted from the Company taking the opportunity to pay down a portion of its higher cost funding. The increase in rates on FHLB advances resulted from the Company changing a portion of its LIBOR-based borrowings from wholesale deposits to FHLB advances for its cash flow hedges ($260 million notional). The increase in rates on other borrowed funds resulted from the increased rates on the Company’s variable rate subordinated debentures. 59 Effect of inflation and changing prices GAAP often requires the measurement of financial position and operating results in terms of historical dollars, without consideration for change in relative purchasing power over time due to inflation. Virtually all assets of the Company are monetary in nature; therefore, interest rates generally have a more significant impact on a company’s performance than does the effect of inflation. Critical Accounting Policies The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Company considers its accounting policies for the ALLL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were to be applied. Allowance for Loan and Lease Losses For information regarding the ALLL, its relation to the provision for loan losses and risk related to asset quality, see the section captioned “Allowance for Loan and Lease Losses” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Goodwill For information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Fair Value Measurements For information on fair value measurements, see Note 20 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Impact of Recently Issued Accounting Standards Authoritative accounting guidance that may have had a material impact on the Company that became effective during 2018 or 2017 includes amendments to: • • • • • FASB Accounting Standards CodificationTM (“ASC”) Topic 815, Derivatives and Hedging; and FASB ASC Topic 825, Financial Instruments; and FASB ASC Topic 606, Revenue from Contracts with Customers FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income; FASB ASC Topic 718, Compensation - Stock Compensation; Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at December 31, 2018 includes amendments to: • • • • FASB ASC Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs; FASB ASC Topic 350, Simplifying the Test for Goodwill; FASB ASC Topic 326, Financial Instruments - Credit Losses; and FASB ASC Topic 842, Leases For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” 60 Item 7A. Quantitative and Qualitative Disclosures about Market Risk The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency exchange rates, commodity prices, and equity prices. The Company’s primary market risk exposure is interest rate risk. Interest Rate Risk Interest rate risk is the potential for loss of future earnings resulting from adverse changes in the level of interest rates. Interest rate risk results from many factors and could have a significant impact on the Company’s net interest income, which is the Company’s primary source of net income. Net interest income is affected by changes in interest rates, the relationship between rates on interest bearing assets and liabilities, the impact of the interest fluctuations on asset prepayments and the mix of interest bearing assets and liabilities. Although interest rate risk is inherent in the banking industry, banks are expected to have sound risk management practices in place to measure, monitor and control interest rate exposures. The objective of interest rate risk management is to contain the risks associated with interest rate fluctuations. The process involves identification and management of the sensitivity of net interest income to changing interest rates. The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process which is governed by policies established by the Company’s Board that are reviewed and approved annually. The Board delegates responsibility for carrying out the asset/liability management policies to the Bank’s ALCO. In this capacity, the ALCO develops guidelines and strategies impacting the Company’s asset/liability management related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. The Company’s goal of its asset and liability management practices is to maintain or increase the level of net interest income within an acceptable level of interest rate risk. In addition to the risk management practices previously described, the Company has entered into forecasted interest rate swap derivative financial instruments to hedge various interest rate exposures. For more information on the Company’s interest rate swaps, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” Net interest income simulation The Company uses a detailed and dynamic simulation model to quantify the estimated exposure of net interest income (“NII”) to sustained interest rate changes. While ALCO routinely monitors simulated NII sensitivity over rolling two-year and five-year horizons, it also utilizes additional tools to monitor potential longer-term interest rate risk (e.g., economic value of equity). The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Company’s statements of financial condition. This sensitivity analysis is compared to ALCO policy limits which specify a maximum tolerance level for NII exposure over a one year and two year horizon, assuming no balance sheet growth. The ALCO policy rate scenarios include upward and downward shifts in interest rates for 100 bps, 200 bps, 300 bps, and 400 bps scenarios with instantaneous and parallel changes in current market yield curves. The ALCO policy also includes 200 bps and 400 bps rate scenarios with gradual parallel shifts in interest rates over 12-month and 24-month periods, respectively. Given the historically low rate environment, policy limits have been established only for a downward shift in interest rates of 100 bps. Other non-parallel rate movement scenarios are also modeled to determine the potential impact on net interest income. The additional scenarios are adjusted as the economic environment changes and provide ALCO additional interest rate risk monitoring tools to evaluate current market conditions. 61 The following is indicative of the Company’s overall NII sensitivity analysis as of December 31, 2018 as compared to the ALCO policy limits approved by the Company’s Board. The Company’s interest sensitivity remained within policy limits at December 31, 2018. Rate Scenarios -100 bps Rate shock +100 bps Rate shock +200 bps Rate shock +200 bps Rate ramp +300 bps Rate shock +400 bps Rate shock +400 bps Rate ramp One Year Two Years Policy Limits Estimated Sensitivity Policy Limits Estimated Sensitivity (10.0)% (10.0)% (10.0)% (10.0)% (20.0)% (20.0)% (10.0)% (2.9)% (0.6)% (1.7)% (1.2)% (2.4)% (3.6)% (0.8)% (15.0)% (15.0)% (15.0)% (15.0)% (20.0)% (20.0)% (20.0)% (4.9)% 1.4 % 2.0 % 0.8 % 2.9 % 3.3 % 0.2 % The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels including, but not limited to, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in responding to or anticipating changes in interest rates. Economic value of equity In addition to the NII analyses, the Company calculates the economic value of equity (“EVE”) which focuses on longer term interest rate risk. The EVE process models the cash flow of financial instruments to maturity and then discounts those cashflows based on prevailing interest rates in order to develop a baseline EVE. The interest rates used in the model are then shocked for an immediate increase and decrease in interest rates. The results for the shocked model are compared to the baseline results to determine the percentage change in EVE under the various scenarios. The resulting percentage change in the EVE is an indication of the longer term re-pricing risk and option risks embedded in the balance sheet. The measure is not designed to estimate the Company’s capital levels, such as tangible, regulatory, or market capitalization. The following reflects the Company’s EVE maximum sensitivity policy limits and EVE analysis as of December 31, 2018: Rate Scenarios -100 bps Rate shock +100 bps Rate shock +200 bps Rate shock +300 bps Rate shock +400 bps Rate shock Item 8. Financial Statements and Supplementary Data Policy Limits Post Shock Ratio (10.0)% (10.0)% (20.0)% (30.0)% (40.0)% (6.1)% 0.3 % (2.8)% (6.5)% (10.8)% 62 Report of Independent Registered Public Accounting Firm To the Stockholders, Board of Directors and Audit Committee Glacier Bancorp, Inc. Kalispell, Montana Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Glacier Bancorp, Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three- year period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2019, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2005. Denver, Colorado February 22, 2019 63 Report of Independent Registered Public Accounting Firm To the Stockholders, Board of Directors and Audit Committee Glacier Bancorp, Inc. Kalispell, Montana Opinion on Internal Control Over Financial Reporting We have audited Glacier Bancorp, Inc.’s (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated February 22, 2019, expressed an unqualified opinion thereon. Basis for Opinion 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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 and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 64 To the Stockholders, Board of Directors and Audit Committee Glacier Bancorp, Inc. Page 2 Definitions and Limitations of Internal Control over Financial Reporting 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 reliable financial statements in accordance with accounting principles generally accepted in the United States of America. 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 accounting principles generally accepted in the United States of America, 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 and correction 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. Denver, Colorado February 22, 2019 65 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except per share data) Assets Cash on hand and in banks Interest bearing cash deposits Cash and cash equivalents Debt securities, available-for-sale Debt securities, held-to-maturity Total debt securities Loans held for sale, at fair value Loans receivable Allowance for loan and lease losses Loans receivable, net Premises and equipment, net Other real estate owned Accrued interest receivable Deferred tax asset Core deposit intangible, net Goodwill Non-marketable equity securities Bank-owned life insurance Other assets Total assets Liabilities Non-interest bearing deposits Interest bearing deposits Securities sold under agreements to repurchase Federal Home Loan Bank advances Other borrowed funds Subordinated debentures Accrued interest payable Other liabilities Total liabilities Stockholders’ Equity Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding Common stock, $0.01 par value per share, 117,187,500 shares authorized Paid-in capital Retained earnings - substantially restricted Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity Number of common stock shares issued and outstanding December 31, 2018 December 31, 2017 $ $ $ 161,782 42,008 203,790 2,571,663 297,915 2,869,578 33,156 8,287,549 (131,239) 8,156,310 241,528 7,480 54,408 23,564 49,242 289,586 27,871 82,320 76,651 12,115,484 3,001,178 6,492,589 396,151 440,175 14,708 134,051 4,252 116,526 10,599,630 — 845 1,051,253 473,183 (9,427) 1,515,854 139,948 60,056 200,004 1,778,243 648,313 2,426,556 38,833 6,577,824 (129,568) 6,448,256 177,348 14,269 44,462 38,344 14,184 177,811 29,884 59,351 37,047 9,706,349 2,311,902 5,267,845 362,573 353,995 8,224 126,135 3,450 73,168 8,507,292 — 780 797,997 402,259 (1,979) 1,199,057 $ 12,115,484 9,706,349 84,521,692 78,006,956 See accompanying notes to consolidated financial statements. 66 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) Interest Income Investment securities Residential real estate loans Commercial loans Consumer and other loans Total interest income Interest Expense Deposits Securities sold under agreements to repurchase Federal Home Loan Bank advances Other borrowed funds Subordinated debentures Total interest expense Net Interest Income Provision for loan losses Net interest income after provision for loan losses Non-Interest Income Service charges and other fees Miscellaneous loan fees and charges Gain on sale of loans Loss on sale of debt securities Other income Total non-interest income Non-Interest Expense Compensation and employee benefits Occupancy and equipment Advertising and promotions Data processing Other real estate owned Regulatory assessments and insurance Core deposit intangible amortization Other expenses Total non-interest expense Income Before Income Taxes Federal and state income tax expense Net Income Basic earnings per share Diluted earnings per share Dividends declared per share Average outstanding shares - basic Average outstanding shares - diluted December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ $ $ $ $ 86,499 40,041 304,164 38,292 468,996 18,359 2,248 8,880 95 5,949 35,531 433,465 9,953 423,512 74,887 6,805 27,134 (1,113) 11,111 118,824 195,056 30,734 9,566 15,911 3,221 5,075 6,270 54,294 320,127 222,209 40,331 181,878 81,968 33,114 227,356 32,584 375,022 16,793 1,858 6,748 79 4,386 29,864 345,158 10,824 334,334 67,717 4,360 30,439 (660) 10,383 112,239 160,506 26,631 8,405 14,150 1,909 4,431 2,494 47,045 265,571 181,002 64,625 116,377 90,392 33,410 188,949 31,402 344,153 18,402 1,207 6,221 67 3,734 29,631 314,522 2,333 312,189 62,405 4,613 33,606 (1,463) 8,157 107,318 151,697 25,979 8,433 14,390 2,895 4,780 2,970 47,570 258,714 160,793 39,662 121,131 2.18 2.17 1.31 83,603,515 83,677,185 1.50 1.50 1.14 77,537,664 77,607,605 1.59 1.59 1.10 76,278,463 76,341,836 See accompanying notes to consolidated financial statements. 67 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) Net Income Other Comprehensive (Loss) Income, Net of Tax Unrealized (losses) gains on available-for-sale securities Reclassification adjustment for losses included in net income Net unrealized (losses) gains on available-for-sale securities Tax effect Net of tax amount Unrealized gains (losses) on derivatives used for cash flow hedges Reclassification adjustment for losses included in net income Net unrealized gains on derivatives used for cash flow hedges Tax effect Net of tax amount Total other comprehensive (loss) income, net of tax December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ 181,878 116,377 121,131 (15,608) 12 (15,596) 3,952 (11,644) 3,286 2,334 5,620 (1,424) 4,196 (7,448) 3,428 636 4,064 (1,563) 2,501 444 4,892 5,336 (2,083) 3,253 5,754 (21,407) 1,335 (20,072) 7,776 (12,296) (1,643) 6,417 4,774 (1,849) 2,925 (9,371) Total Comprehensive Income $ 174,430 122,131 111,760 See accompanying notes to consolidated financial statements. 68 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Years ended December 31, 2018, 2017 and 2016 (Dollars in thousands, except per share data) Common Stock Shares Amount Paid-in Capital Retained Earnings Substantially Restricted Accumulated Other Comp- rehensive Income (Loss) Total Balance at January 1, 2016 76,086,288 $ Net income Other comprehensive loss Cash dividends declared ($1.10 per share) Stock issued in connection with acquisitions Stock issuances under stock incentive plans Stock-based compensation and related taxes Balance at December 31, 2016 Net income Other comprehensive income Cash dividends declared ($1.14 per share) Stock issued in connection with acquisitions Stock issuances under stock incentive plans Stock-based compensation and related taxes Balance at December 31, 2017 Net income Other comprehensive loss Cash dividends declared ($1.31 per share) Stock issued in connection with acquisitions Stock issuances under stock incentive plans Stock-based compensation and related taxes Balance at December 31, 2018 — — — 349,545 89,569 — 76,525,402 — — — 1,381,661 99,893 — 78,006,956 — — — 6,432,868 81,868 — 84,521,692 $ $ $ 761 — — — 3 1 — 765 — — — 14 1 — 780 — — — 64 1 — 845 736,368 337,532 1,989 1,076,650 — — — 10,462 (1) 2,278 749,107 — — — 46,659 (1) 2,232 797,997 — — — 250,743 (1) 2,514 1,051,253 121,131 — (84,284) — — — 374,379 116,377 351 (88,848) — — — 402,259 181,878 — (110,954) — — — 473,183 — (9,371) — — — — (7,382) — 5,403 — — — — (1,979) — (7,448) — — — — (9,427) 121,131 (9,371) (84,284) 10,465 — 2,278 1,116,869 116,377 5,754 (88,848) 46,673 — 2,232 1,199,057 181,878 (7,448) (110,954) 250,807 — 2,514 1,515,854 See accompanying notes to consolidated financial statements. 69 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses Net amortization of debt securities Net accretion of purchase accounting adjustments Amortization of debt modification costs Origination of loans held for sale Proceeds from loans held for sale Gain on sale of loans Loss on sale of debt securities Bank-owned life insurance income, net Stock-based compensation, net of tax benefits Depreciation of premises and equipment Loss (gain) on sale and write-downs of other real estate owned, net Deferred tax expense (benefit) Amortization of core deposit intangibles Amortization of investments in variable interest entities Net (increase) decrease in accrued interest receivable Net decrease in other assets Net increase (decrease) in accrued interest payable Net increase (decrease) in other liabilities Net cash provided by operating activities Investing Activities Sales of available-for-sale debt securities Maturities, prepayments and calls of available-for-sale debt securities Purchases of available-for-sale debt securities Maturities, prepayments and calls of held-to-maturity debt securities Purchases of held-to-maturity debt securities Principal collected on loans Loan originations Net additions to premises and equipment Proceeds from sale of other real estate owned Proceeds from redemption of non-marketable equity securities Purchases of non-marketable equity securities Proceeds from bank-owned life insurance Investments in variable interest entities Net cash received from (paid in) acquisitions Net cash (used in) provided by investing activities December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ 181,878 116,377 121,131 9,953 13,095 (3,963) 1,649 (841,451) 896,145 (27,134) 1,113 (2,234) 3,122 16,019 2,130 6,861 6,270 7,639 (2,741) 348 357 11,655 280,711 226,842 357,876 (820,333) 76,832 — 2,691,953 (3,460,227) (18,637) 9,385 87,221 (87,975) 1,331 (37,956) 101,268 (872,420) 10,824 20,026 (5,131) 471 (889,212) 984,506 (30,439) 660 (1,395) 2,952 14,758 (1,641) 25,887 2,494 4,692 2,466 1,139 (135) (4,558) 254,741 247,748 446,695 (36,239) 25,187 — 2,099,292 (2,740,281) (10,128) 12,335 68,610 (71,396) 437 (14,514) (4,091) 23,655 2,333 26,210 (2,252) — (1,098,864) 1,155,186 (33,606) 1,463 (1,142) 1,844 15,294 1,217 (82) 2,970 2,578 (1,144) 6,621 60 (6,730) 193,087 62,817 662,003 (585,064) 25,405 (1,222) 1,781,534 (2,375,136) (8,306) 10,145 73,611 (67,594) 437 (6,644) 6,701 (421,313) See accompanying notes to consolidated financial statements. 70 GLACIER BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) Financing Activities Net increase (decrease) in deposits Net increase (decrease) in securities sold under agreements to repurchase Net increase (decrease) in short-term Federal Home Loan Bank advances Proceeds from long-term Federal Home Loan Bank advances Repayments of long-term Federal Home Loan Bank advances Net (decrease) increase in other borrowed funds Cash dividends paid Tax withholding payments for stock-based compensation Net cash provided by (used in) financing activities Net increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Supplemental Disclosure of Cash Flow Information Cash paid during the period for interest Cash paid during the period for income taxes Supplemental Disclosure of Non-Cash Investing Activities Transfer of debt securities from held-to-maturity to available-for-sale Sale and refinancing of other real estate owned Transfer of loans to other real estate owned Dividends declared but not paid Acquisitions Fair value of common stock shares issued Cash consideration for outstanding shares Effective settlement of pre-existing receivable Fair value of assets acquired Liabilities assumed December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ $ $ $ 599,037 4,398 85,000 — (1,198) (5,059) (85,493) (1,190) 595,495 3,786 200,004 (89,397) (111,077) 137,200 150,000 (208,192) 3,784 (111,720) (1,531) (230,933) 47,463 152,541 368,006 50,236 (100,000) — (45,567) (521) (84,040) (600) 187,514 (40,712) 193,253 203,790 200,004 152,541 35,174 26,489 270,331 406 4,924 25,726 250,807 16,265 10,054 1,660,882 1,383,756 30,000 40,219 — 553 4,466 265 46,673 17,342 — 355,230 321,824 29,576 36,225 — 728 5,198 23,137 10,465 3,475 — 69,750 62,225 See accompanying notes to consolidated financial statements. 71 GLACIER BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Nature of Operations and Summary of Significant Accounting Policies General Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4) mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for loan and lease losses (“ALLL” or “allowance”); 2) the valuation of debt securities; 3) the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ALLL and real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to investment valuations are obtained from independent third parties. Estimates relating to the evaluation of goodwill for impairment are determined based on internal calculations using significant independent party inputs. Principles of Consolidation The consolidated financial statements of the Company include the parent holding company and the Bank. The Bank consists of fourteen bank divisions, a treasury division, an information technology division and a centralized mortgage division. The treasury division includes the Bank’s investment portfolio and wholesale borrowings, the information technology division includes the Bank’s internal data processing, and the centralized mortgage division includes mortgage loan servicing and secondary market sales. The Bank divisions operate under separate names, management teams and advisory directors. The Company considers the Bank to be its sole operating segment as the Bank 1) engages in similar bank business activity from which it earns revenues and incurs expenses; 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer (“CEO”) (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank; and 3) financial information is available for the Bank. All significant inter-company transactions have been eliminated in consolidation. The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements. The parent holding company owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in other assets on the Company's statements of financial condition. In February 2018, the Company completed its acquisition of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). In January 2018, the Company completed its acquisition of Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). In April 2017, the Company completed its acquisition of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona (collectively, “Foothills”). In August 2016, the Company completed its acquisition of Treasure State Bank, a community bank based in Missoula, Montana. The business combinations were accounted for using the acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition dates. For additional information relating to recent mergers and acquisitions, see Note 22. 72 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank (“FRB”), interest bearing deposits, federal funds sold, and liquid investments with original maturities of three months or less. The Bank is required to maintain an average reserve balance with either the FRB or in the form of cash on hand. The required reserve balance at December 31, 2018 was $53,626,000. Debt Securities Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of other comprehensive income (“OCI”). Premiums and discounts on debt securities are amortized or accreted into income using a method that approximates the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. The Company does not have any debt securities classified as trading securities. The Company reviews and analyzes the various risks that may be present within the investment portfolio on an ongoing basis, including market risk and credit risk. Market risk is the risk to an entity’s financial condition resulting from adverse changes in the value of its holdings arising from movements in interest rates, foreign exchange rates, equity prices or commodity prices. The Company assesses the market risk of individual debt securities as well as the investment portfolio as a whole. Credit risk, broadly defined, is the risk that an issuer or counterparty will fail to perform on an obligation. A debt security is investment grade if the issuer has an adequate capacity to meet its commitment over the expected life of the investment, i.e., the risk of default is low and full and timely repayment of interest and principal is expected. To determine investment grade status for debt securities, the Company conducts due diligence of the creditworthiness of the issuer or counterparty prior to acquisition and ongoing thereafter consistent with the risk characteristics of the security and the overall risk of the investment portfolio. Credit quality due diligence takes into account the extent to which a security is guaranteed by the U.S. government and other agencies of the U.S. government. The depth of the due diligence is based on the complexity of the structure, the size of the security, and takes into account material positions and specific groups of securities or stratifications for analysis and review of similar risk positions. The due diligence includes consideration of payment performance, collateral adequacy, internal analyses, third party research and analytics, external credit ratings and default statistics. For additional information relating to debt securities, see Note 2. Temporary versus Other-Than-Temporary Impairment The Company assesses individual debt securities in its investment portfolio for impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant. A debt security is impaired if the fair value of the security is less than its carrying value at the financial statement date. If impairment is determined to be other-than-temporary, an impairment loss is recognized by reducing the amortized cost for the credit loss portion of the impairment with a corresponding charge to earnings for a like amount. In evaluating impaired debt securities for other-than-temporary impairment losses, management considers 1) the severity and duration of the impairment; 2) the credit ratings of the security; and 3) the overall deal structure, including the Company’s position within the structure, the overall and near term financial performance of the issuer and underlying collateral, delinquencies, defaults, loss severities, recoveries, prepayments, cumulative loss projections, discounted cash flows and fair value estimates. 73 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) In evaluating debt securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell the security or if it is more-likely-than-not that the Company will be required to sell the debt security. In so doing, management considers contractual constraints, liquidity, capital, asset/liability management and securities portfolio objectives. If impairment is determined to be other-than-temporary and the Company does not intend to sell a debt security, and it is more-likely-than-not the Company will not be required to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion (noncredit portion) in OCI, net of tax. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in OCI for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively, as an increase to the carrying amount of the security, over the remaining life of the security on the basis of the timing of future estimated cash flows of the security. If impairment is determined to be other-than-temporary and the Company intends to sell a debt security or it is more-likely-than-not the Company will be required to sell the security before recovery of its cost basis, it recognizes the entire amount of the other-than-temporary impairment in earnings. For debt securities with other-than-temporary impairment, the previous amortized cost basis less the other-than-temporary impairment recognized in earnings shall be the new amortized cost basis of the security. In subsequent periods, the Company accretes into interest income the difference between the new amortized cost basis and cash flows expected to be collected prospectively over the life of the debt security. Loans Held for Sale Loans held for sale generally consist of long-term, fixed rate, conforming, single-family residential real estate loans intended to be sold on the secondary market. Loans held for sale may be carried at the lower of cost or estimated fair value in the aggregate basis, or at fair value where the Company has elected the fair value option. When an election is made to carry the loans held for sale at fair value, the fair value includes the servicing value of the loans and any change in fair value is recognized in non-interest income. Fair value elections are made at the time of origination or purchase based on the Company’s fair value election policy. Beginning in 2017, the Company elected fair value accounting for all of its loans held for sale. Loans Receivable Loans that are intended to be held-to-maturity are reported at the unpaid principal balance less net charge-offs and adjusted for deferred fees and costs on originated loans and unamortized premiums or discounts on acquired loans. Fees and costs on originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield adjustment over the expected life of the loan utilizing the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. When a loan is paid off prior to maturity, the remaining fees and costs on originated loans and premiums or discounts on acquired loans are immediately recognized into interest income. The Company’s loan segments, which are based on the purpose of the loan, include residential real estate, commercial, and consumer loans. The Company’s loan classes, a further disaggregation of segments, include residential real estate loans (residential real estate segment), commercial real estate and other commercial loans (commercial segment), and home equity and other consumer loans (consumer segment). Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments on non-accrual loans are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on nonaccrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest. 74 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) The Company considers impaired loans to be the primary credit quality indicator for monitoring the credit quality of the loan portfolio. Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and, therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Interest income on accruing impaired loans is recognized using the interest method. The Company measures impairment on a loan-by-loan basis in the same manner for each class within the loan portfolio. An insignificant delay or shortfall in the amounts of payments would not cause a loan or lease to be considered impaired. The Company determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all of the facts and circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest due. A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company periodically enters into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur, the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. A TDR loan is considered an impaired loan and a specific valuation allowance is established when the fair value of the collateral-dependent loan or present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate based on the original contractual rate) is lower than the carrying value of the impaired loan. The Company has made the following types of loan modifications, some of which were considered a TDR: • • • reduction of the stated interest rate for the remaining term of the debt; extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and reduction of the face amount of the debt as stated in the debt agreements. The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy customers who have the willingness and capacity for debt repayment. In determining whether non-restructured or unimpaired loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are impaired or are TDRs, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example: • • • analysis of global, i.e., aggregate debt service for total debt obligations; assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and loan structures and related covenants. For additional information relating to loans, see Note 3. Allowance for Loan and Lease Losses Based upon management’s analysis of the Company’s loan portfolio, the balance of the ALLL is an estimate of probable credit losses known and inherent within the Bank’s loan portfolio as of the date of the consolidated financial statements. The ALLL is analyzed at the loan class level and is maintained within a range of estimated losses. Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The determination of the ALLL and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about known relevant internal and external environmental factors that affect loan losses. The balance of the ALLL is highly dependent upon management’s evaluations of borrowers’ current and prospective performance, appraisals and other variables affecting the quality of the loan portfolio. Individually significant loans and major lending areas are reviewed periodically to determine potential problems at an early date. Changes in management’s estimates and assumptions are reasonably possible and may have a material impact upon the Company’s consolidated financial statements, results of operations or capital. 75 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Risk characteristics considered in the ALLL analysis applicable to each loan class within the Company's loan portfolio are as follows: Residential Real Estate. Residential real estate loans are secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan class include a large number of borrowers, geographic dispersion of market areas and the loans are originated for relatively smaller amounts. Commercial Real Estate. Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property securing the loan. Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the loan and conditions within the local economies in the Company’s diverse, geographic market areas. Commercial. Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment purchases and business expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations across the Company’s diverse, geographic market areas. Home Equity. Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and amortizing closed-end) secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan class are a large number of borrowers, geographic dispersion of market areas and the loans are originated for terms that range from 10 to 15 years. Other Consumer. The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other personal purposes. Repayment of these loans is primarily dependent on the personal income of the borrowers. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse, geographic market area) and the creditworthiness of a borrower. The ALLL consists of a specific valuation allowance component and a general valuation allowance component. The specific component relates to loans that are determined to be impaired and individually evaluated for impairment. The Company measures impairment on a loan-by-loan basis based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except when it is determined that repayment of the loan is expected to be provided solely by the underlying collateral. For impairment based on expected future cash flows, the Company considers all information available as of a measurement date, including past events, current conditions, potential prepayments, and estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the loan. For alternative ranges of cash flows, the likelihood of the possible outcomes is considered in determining the best estimate of expected future cash flows. The effective interest rate for a loan restructured in a TDR is based on the original contractual rate. For collateral-dependent loans and real estate loans for which foreclosure or a deed-in-lieu of foreclosure is probable, impairment is measured by the fair value of the collateral, less estimated cost to sell. The fair value of the collateral is determined primarily based upon appraisal or evaluation of the underlying real property value. The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors. The historical loss experience is based on the previous twelve quarters loss experience by loan class adjusted for risk characteristics in the existing loan portfolio. The same trends and conditions are evaluated for each class within the loan portfolio; however, the risk characteristics are weighted separately at the individual class level based on the Company’s judgment and experience. 76 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) The changes in trends and conditions evaluated for each class within the loan portfolio include the following: • • • • • • • • • changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; changes in global, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; changes in the nature and volume of the portfolio and in the terms of loans; changes in experience, ability, and depth of lending management and other relevant staff; changes in the volume and severity of past due and nonaccrual loans; changes in the quality of the Company’s loan review system; changes in the value of underlying collateral for collateral-dependent loans; the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio. The ALLL is increased by provisions for loan losses which are charged to expense. The portions of loan and overdraft balances determined by management to be uncollectible are charged off as a reduction of the ALLL and recoveries of amounts previously charged off are credited as an increase to the ALLL. The Company’s charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed- in-lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold. At acquisition date, the assets and liabilities of acquired banks are recorded at their estimated fair values which results in no ALLL carried over from acquired banks. Subsequent to acquisition, an allowance will be recorded on the acquired loan portfolios for further credit deterioration, if any. Premises and Equipment Premises and equipment are accounted for at cost less depreciation. Depreciation is computed on a straight-line method over the estimated useful lives or the term of the related lease. The estimated useful life for office buildings is 15 to 40 years and the estimated useful life for furniture, fixtures, and equipment is 3 to 10 years. Interest is capitalized for any significant building projects. For additional information relating to premises and equipment, see Note 4. Leases The Company leases certain land, premises and equipment from third parties under operating and capital leases. The lease payments for operating lease agreements are recognized on a straight-line basis. The present value of the future minimum rental payments for capital leases is recognized as an asset when the lease is formed. Lease improvements incurred at the inception of the lease are recorded as an asset and depreciated over the initial term of the lease and lease improvements incurred subsequently are depreciated over the remaining term of the lease. For additional information relating to leases, see Note 4. Other Real Estate Owned Property acquired by foreclosure or deed-in-lieu of foreclosure is initially recorded at fair value, less estimated selling cost, at acquisition date (i.e., cost of the property). The Company is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon the occurrence of either the Company obtaining legal title to the property or the borrower conveying all interest in the property through a deed-in-lieu or similar agreement. Fair value is determined as the amount that could be reasonably expected in a current sale between a willing buyer and a willing seller in an orderly transaction between market participants at the measurement date. Subsequent to the initial acquisition, if the fair value of the asset, less estimated selling cost, is less than the cost of the property, a loss is recognized in other expense and the asset carrying value is reduced. Gain or loss on disposition of OREO is recorded in non-interest income or non-interest expense, respectively. In determining the fair value of the properties on the date of transfer and any subsequent estimated losses of net realizable value, the fair value of other real estate acquired by foreclosure or deed- in-lieu of foreclosure is determined primarily based upon appraisal or evaluation of the underlying property value. Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is deemed impaired if the sum of the expected future cash flows is less than the carrying amount of the asset. If impaired, an impairment loss is recognized in other expense to reduce the carrying value of the asset to fair value. At December 31, 2018 and 2017, no long-lived assets were considered materially impaired. 77 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Business Combinations and Intangible Assets Acquisition accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets. Goodwill is recorded if the purchase price exceeds the net fair value of assets acquired and a bargain purchase gain is recorded in other income if the net fair value of assets acquired exceeds the purchase price. Adjustment of the allocated purchase price may be related to fair value estimates for which all information has not been obtained of the acquired entity known or discovered during the allocation period, the period of time required to identify and measure the fair values of the assets and liabilities acquired in the business combination. The allocation period is generally limited to one year following consummation of a business combination. Core deposit intangible represents the intangible value of depositor relationships resulting from deposit liabilities assumed in acquisitions and is amortized using an accelerated method based on an estimated runoff of the related deposits. The core deposit intangible is evaluated for impairment and recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. For additional information relating to core deposit intangibles, see Note 5. The Company tests goodwill for impairment at the reporting unit level annually during the third quarter. The Company has identified that each of the Bank divisions are reporting units (i.e., components of the Glacier Bank operating segment) given that each division has a separate management team that regularly reviews its respective division financial information; however, the reporting units are aggregated into a single reporting unit due to the reporting units having similar economic characteristics. The goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Examples of events and circumstances that could trigger the need for interim impairment testing include: • • • • • • a significant change in legal factors or in the business climate; an adverse action or assessment by a regulator; unanticipated competition; a loss of key personnel; a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of; and the testing for recoverability of a significant asset group within a reporting unit. For the goodwill impairment assessment, the Company has the option, prior to the two-step process, to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. The Company opted to bypass the qualitative assessment for its 2018 and 2017 annual goodwill impairment testing and proceed directly to the two-step goodwill impairment test. The goodwill impairment two-step process requires the Company to make assumptions and judgments regarding fair value. In the first step, the Company calculates an implied fair value based on a control premium analysis. If the implied fair value is less than the carrying value, the second step is completed to compute the impairment amount, if any, by determining the “implied fair value” of goodwill. This determination requires the allocation of the estimated fair value of the reporting units to the assets and liabilities of the reporting units. Any remaining unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value of goodwill to compute impairment, if any. For additional information relating to goodwill, see Note 5. Equity Securities Non-marketable equity securities primarily consist of Federal Home Loan Bank (“FHLB”) stock. FHLB stock is restricted because such stock may only be sold to FHLB at its par value. Due to restrictive terms, and the lack of a readily determinable fair value, FHLB stock is carried at cost and evaluated for impairment. The investments in FHLB stock are required investments related to the Company’s borrowings from FHLB. FHLB obtains its funding primarily through issuance of consolidated obligations of the FHLB system. The U.S. government does not guarantee these obligations, and each of the regional FHLBs is jointly and severally liable for repayment of each other’s debt. 78 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) The Company also has an insignificant amount of marketable equity securities that are included in other assets on the Company’s statements of financial condition. Marketable equity securities with readily determinable fair values are measured at fair value and changes in fair value are recognized in other income. Marketable equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Bank-Owned Life Insurance The Company maintains bank-owned life insurance policies on certain current and former employees and directors, which are recorded at their cash surrender values as determined by the insurance carriers. The appreciation in the cash surrender value of the policies is recognized as a component of other non-interest income in the Company’s statements of operations. Derivatives and Hedging Activities For asset and liability management purposes, the Company has entered into interest rate swap agreements to hedge against changes in forecasted cash flows due to interest rate exposures. The interest rate swaps are recognized as assets or liabilities on the Company’s statements of financial condition and measured at fair value. Fair value estimates are obtained from third parties and are based on pricing models. The Company does not enter into interest rate swap agreements for trading or speculative purposes. The Company takes into account the impact of bilateral collateral and master netting agreements that allows the Company to settle all interest rate swap agreements held with a single counterparty on a net basis, and to offset the net interest rate swap derivative position with the related collateral when recognizing interest rate swap derivative assets and liabilities. Interest rate swaps are contracts in which a series of interest payments are exchanged over a prescribed period. The notional amount upon which the interest payments are based is not exchanged. The swap agreements are derivative instruments and convert a portion of the Company’s forecasted variable rate debt to a fixed rate (i.e., cash flow hedge) over the payment term of the interest rate swap. The effective portion of the gain or loss on the cash flow hedging instruments is initially reported as a component of OCI and subsequently reclassified into earnings in the same period during which the transaction affects earnings. For highly effective hedges, the ineffective portion of the gain or loss on derivative instruments, if any, would be amortized over the remaining life the hedging instrument using a systematic and rational method. For the years ended December 31, 2018, 2017, and 2016, the Company’s cash flow hedges were determined to be fully effective. Interest rate derivative financial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, highly effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing the Company to risk. Derivative financial instruments that do not meet specified hedging criteria are recorded at fair value with changes in fair value recorded in income. The Company’s interest rate swaps are considered highly effective and currently meet the hedge accounting criteria. Cash flows resulting from the interest rate derivative financial instruments that are accounted for as hedges of assets and liabilities are classified in the Company’s cash flow statement in the same category as the cash flows of the items being hedged. For additional information relating to interest rate swap agreements, see Note 10. Revenue Recognition The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and loans. Revenue from contracts with customers within the scope of Accounting Standards Codification™ (“ASC”) Topic 606 was $76,664,000, $69,808,000, and $64,722,000 for the years ended December 31, 2018, 2017, and 2016, respectively, and largely consisted of revenue from service charges and other fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at December 31, 2018 and 2017 and there were no impairment losses recognized. Policies specific to revenue from contracts with customers include the following: Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis. 79 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided. Stock-based Compensation Stock-based compensation awards granted, comprised of restricted stock awards and stock options, are valued at fair value and compensation cost is recognized on a straight-line basis over the requisite service period of each award. The impact of forfeitures of stock-based compensation awards on compensation expense is recognized as forfeitures occur. For additional information relating to stock-based compensation, see Note 12. Advertising and Promotion Advertising and promotion costs are recognized in the period incurred. Income Taxes The Company’s income tax expense consists of current and deferred income tax expense. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of enacted tax law to earnings or losses. Deferred income tax expense results from changes in deferred assets and liabilities between periods. The Company recognizes interest and penalties related to income tax matters in income tax expense. Deferred tax assets and liabilities are recognized for estimated future income tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The term more-likely-than-not means a likelihood of more than fifty percent. The recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to the Company’s judgment. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence. For additional information relating to income taxes, see Note 15. Comprehensive Income Comprehensive income consists of net income and OCI. OCI includes unrealized gains and losses, net of tax effect, on available-for- sale securities and derivatives used for cash flow hedges. For additional information relating to OCI, see Note 16. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding stock options were exercised and restricted stock awards were vested, using the treasury stock method. For additional information relating to earnings per share, see Note 17. Reclassifications Certain reclassifications have been made to the 2017 and 2016 financial statements to conform to the 2018 presentation. 80 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Accounting Guidance Adopted in 2018 The ASC is the Financial Accounting Standards Board’s (“FASB”) officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The following paragraphs provide descriptions of recently adopted Accounting Standards Updates (“ASU”) that may have had a material effect on the Company’s financial position or results of operations. ASU 2017-12 - Derivatives and Hedging. In August 2017, FASB amended ASC Topic 815 to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments made targeted improvements to simplify the application of the hedge accounting guidance. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018 and early adoption was permitted. The Company early adopted the amendments effective November 30, 2018 and determined the impact of these amendments did not have a significant impact on the Company’s financial position or results of operations. As a result of the adoption of the amendments, the Company redesignated state and local government securities with a carrying value of $270,331,000 from held-to-maturity classification to available-for-sale classification; such securities are eligible to be hedged under the last-of-layer method under the amendments and, therefore, qualified for such reclassification. The Company’s accounting procedures were modified upon adoption of the amendments to include the assessment of on-going hedge effectiveness utilizing qualitative measurement tests. For additional information on derivatives, see Note 10. ASU 2016-01 - Financial Instruments - Overall. In January 2016, FASB amended ASC Topic 825 to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2017. Amendments were to be applied by means of a cumulative- effect adjustment to the Company’s statements of financial condition as of the beginning of the reporting year of adoption. The amendments impacted the Company as follows: 1) equity investments (with certain exclusions) are to be measured at fair value with the changes recognized in net income; 2) an exit price must be utilized when measuring the fair value of financial instruments; and 3) additional disclosures are required relating to OCI, the evaluation of a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s other deferred tax assets, and other disclosures. The Company adopted the amendments effective January 1, 2018 and determined that the impact of these amendments did not have a significant impact on the Company’s equity securities, fair value disclosures, financial position or results of operations. The amendments changed the method utilized to disclose the fair value of the loan portfolio to an exit price notion when measuring fair value. The Company developed processes to comply with the disclosure requirements of such amendments and accounting policies and procedures were updated accordingly. For additional information on fair value of assets and liabilities, see Note 20. ASU 2014-09 - Revenue from Contracts With Customers. In May 2014, FASB amended ASC Topic 606 to clarify the principles for recognizing revenue and develop a common revenue standard among industries. The new guidance established the following core principle: recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. Five steps were provided for a company or organization to follow to achieve such core principle. The new guidance also included a cohesive set of disclosure requirements that provided users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new revenue recognition guidance effective January 1, 2018 and determined the majority of the Company’s revenue sources, such as interest income from debt securities and loans, fee income from loans and gain on sale of loans, were not within the scope of Topic 606. The Company evaluated the revenue sources determined to be in scope of Topic 606, including service charges and fee income on deposits and gain or loss on sale of OREO and determined the adoption of the guidance did not have a significant impact to the Company’s financial position or results of operations; however, OREO policies and procedures were updated and implemented and new disclosures about the Company’s revenue have been incorporated into the notes to the financial statements. 81 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Accounting Guidance Pending Adoption at December 31, 2018 The following paragraphs provide descriptions of newly issued but not yet effective ASUs that could have a material effect on the Company’s financial position or results of operations. ASU 2017-08 - Receivables - Nonrefundable Fees and Other Costs. In March 2017, FASB amended ASC Subtopic 310-20 to shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted and if adopted in an interim period, any adjustments should be reflected as of the beginning of the year that includes the interim period. The entity will apply the amendments on a modified retrospective basis through a cumulative-effective adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has premiums on debt securities that are currently being amortized to the maturity date, primarily in the state and local governments category. When the Company adopts these amendments on January 1, 2019, the Company will adjust $24,102,000 of the premium associated with debt securities to retained earnings. The Company has finalized its review of the amendments and has updated its accounting policies and procedures. ASU 2017-04 - Intangibles - Goodwill and Other. In January 2017, FASB amended ASC Topic 350 to simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, under these amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has goodwill from prior business combinations and performs an annual impairment test or more frequently if changes or circumstances occur that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. During the third quarter of 2018, the Company performed its impairment assessment and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, the Company does not anticipate a material impact from these amendments to the Company’s financial position and results of operations. The current accounting policies and processes are not anticipated to change, except for the elimination of the Step 2 analysis. For additional information regarding goodwill impairment testing, see Note 5. ASU 2016-13 - Financial Instruments - Credit Losses. In June 2016, FASB amended ASC Topic 326 to replace the incurred loss model with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The ALLL is a material estimate of the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALLL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALLL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company will also develop new procedures for determining an allowance for credit losses relating to held-to-maturity debt securities. In addition, the current accounting policy and procedures for other-than-temporary impairment on available-for-sale debt securities will be replaced with an allowance approach. The Company has engaged a third-party vendor solution and is currently in the implementation phase and evaluating the appropriate models, loan pools and assumptions to be utilized. The project team anticipates running parallel models during 2019 to refine its processes and procedures. For additional information on the ALLL, see Note 3. 82 Note 1. Nature of Operations and Summary of Significant Accounting Policies (continued) ASU 2016-02 - Leases. In February 2016, FASB amended ASC Topic 842 to address several aspects of lease accounting with the significant change being the recognition of lease assets and lease liabilities for leases previously classified as operating leases. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018. The Company has lease agreements for which the amendments will require the recognition of a lease liability to make lease payments and a right-of-use asset which will represent its right to use the underlying asset for the lease term. An entity is permitted to elect not to restate its comparative periods in the period of adoption when transitioning to ASC Topic 842 and the Company expects to make this election. As a result, a cumulative-effect adjustment to retained earnings will be recognized as of the effective date. In addition, the Company expects to make the following elections: 1) to not use hindsight in determining lease terms and in assessing impairment of right-of-use assets; 2) to use the practical expedient package, which would require no reassessment of whether existing contracts are or contain leases as well as no reassessment of lease classification for existing leases; 3) to account for lease and nonlease components together as a single combined lease component; and 4) to exclude short-term leases from ASC Topic 842 guidance. When the Company adopts these amendments on January 1, 2019, the Company expects to recognize a right-of-use asset and related lease liability on the Company’s statement of financial condition of $36,042,000 and $37,384,000, respectively. The Company has finalized its review of the amendments and has updated its accounting policies and procedures. Note 2. Debt Securities The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt securities: (Dollars in thousands) Available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total available-for-sale Held-to-maturity State and local governments Total held-to-maturity Amortized Cost December 31, 2018 Gross Unrealized Gains Losses $ 23,757 120,670 844,636 292,052 808,537 490,868 2,580,520 297,915 297,915 54 52 18,936 378 628 3,312 23,360 1,380 1,380 Fair Value 23,649 120,208 852,250 290,817 792,915 491,824 2,571,663 (162) (514) (11,322) (1,613) (16,250) (2,356) (32,217) (11,039) (11,039) 288,256 288,256 Total debt securities $ 2,878,435 24,740 (43,256) 2,859,919 83 Note 2. Debt Securities (continued) (Dollars in thousands) Available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total available-for-sale Held-to-maturity State and local governments Total held-to-maturity Amortized Cost December 31, 2017 Gross Unrealized Gains Losses $ 31,216 19,195 614,366 216,443 785,960 104,324 1,771,504 648,313 648,313 54 — 20,299 802 1,253 25 22,433 20,346 20,346 42,779 Fair Value 31,127 19,091 629,501 216,762 779,283 102,479 1,778,243 (143) (104) (5,164) (483) (7,930) (1,870) (15,694) (8,573) (8,573) 660,086 660,086 (24,267) 2,438,329 Total debt securities $ 2,419,817 On November 30, 2018, the Company early adopted FASB ASU 2017-12, Derivatives and Hedging, and in doing so redesignated state and local government securities with a carrying value of $270,331,000, from held-to-maturity classification to available-for-sale classification. The Company considers the available-for-sale classification of these debt securities to be appropriate since it no longer had the intent to hold them to maturity. No gain or loss was recorded at the time of transfer. For additional information on FASB ASU 2017-12, Derivatives and Hedging, see Note 1. The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2018. Actual maturities may differ from expected or contractual maturities since issuers have the right to prepay obligations with or without prepayment penalties. December 31, 2018 Available-for-Sale Held-to-Maturity (Dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due within one year Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities 1 Total $ $ 141,771 316,311 311,194 511,839 1,281,115 1,299,405 2,580,520 141,356 314,777 314,961 515,830 1,286,924 1,284,739 2,571,663 — 6,457 75,204 216,254 297,915 — 297,915 — 6,527 74,100 207,629 288,256 — 288,256 ______________________________ 1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. 84 Note 2. Debt Securities (continued) Proceeds from sales and calls of debt securities and the associated gains and losses that have been included in earnings are listed below: (Dollars in thousands) Available-for-sale Proceeds from sales and calls of debt securities Gross realized gains 1 Gross realized losses 1 Held-to-maturity Proceeds from calls of debt securities Gross realized gains 1 Gross realized losses 1 December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ 265,587 443 (455) 79,000 101 (1,202) 280,783 3,369 (4,005) 23,020 204 (228) 212,140 2,459 (3,794) 25,405 97 (225) ______________________________ 1 The gain or loss on the sale or call of each debt security is determined by the specific identification method. At December 31, 2018 and 2017, the Company had debt securities with carrying values of $1,333,455,000 and $1,447,808,000, respectively, pledged as collateral for FHLB advances, FRB discount window borrowings, securities sold under agreements to repurchase (“repurchase agreements”), interest rate swap agreements and deposits of several local government units. Debt securities with an unrealized loss position are summarized as follows: (Dollars in thousands) Available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total available-for-sale Held-to-maturity State and local governments Total held-to-maturity $ $ $ $ Less than 12 Months Fair Value Unrealized Loss December 31, 2018 12 Months or More Fair Value Unrealized Loss Total Fair Value Unrealized Loss 4,287 43,400 72,080 119,111 132,405 73,118 444,401 (27) (103) (922) (937) (833) (402) (3,224) 10,519 35,544 232,244 114,800 537,202 86,504 1,016,813 (135) (411) (10,400) (676) (15,417) (1,954) (28,993) 14,806 78,944 304,324 233,911 669,607 159,622 1,461,214 (162) (514) (11,322) (1,613) (16,250) (2,356) (32,217) 87,392 87,392 (2,778) (2,778) 126,226 126,226 (8,261) (8,261) 213,618 213,618 (11,039) (11,039) 85 Note 2. Debt Securities (continued) (Dollars in thousands) Available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Total available-for-sale Held-to-maturity State and local governments Total held-to-maturity $ $ $ $ Less than 12 Months Fair Value Unrealized Loss December 31, 2017 12 Months or More Fair Value Unrealized Loss Total Fair Value Unrealized Loss 1,208 14,926 61,126 99,636 372,175 37,650 586,721 (5) (56) (689) (264) (3,050) (469) (4,533) 13,179 3,425 121,181 29,034 254,721 62,968 484,508 (138) (48) (4,475) (219) (4,880) (1,401) (11,161) 14,387 18,351 182,307 128,670 626,896 100,618 1,071,229 (143) (104) (5,164) (483) (7,930) (1,870) (15,694) 21,207 21,207 (186) (186) 105,486 105,486 (8,387) (8,387) 126,693 126,693 (8,573) (8,573) Based on an analysis of its debt securities with unrealized losses as of December 31, 2018 and 2017, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the securities approach maturity. At December 31, 2018, management determined that it did not intend to sell debt securities with unrealized losses, and there was no expected requirement to sell any of its debt securities with unrealized losses before recovery of their amortized cost. Note 3. Loans Receivable, Net The Company’s loan portfolio is comprised of three segments: residential real estate, commercial, and consumer and other loans. The loan segments are further disaggregated into the following classes: residential real estate, commercial real estate, other commercial, home equity and other consumer loans. The following table presents loans receivable for each portfolio class of loans: (Dollars in thousands) Residential real estate loans Commercial loans Real estate Other commercial Total Consumer and other loans Home equity Other consumer Total Loans receivable Allowance for loan and lease losses Loans receivable, net Net deferred origination (fees) costs included in loans receivable Net purchase accounting (discounts) premiums included in loans receivable At or for the Years ended December 31, 2018 December 31, 2017 $ 887,742 720,728 4,657,561 1,911,171 6,568,732 544,688 286,387 831,075 3,577,139 1,579,353 5,156,492 457,918 242,686 700,604 8,287,549 6,577,824 (131,239) 8,156,310 (5,685) (25,172) $ $ $ (129,568) 6,448,256 (2,643) (16,325) Weighted-average interest rate on loans (tax-equivalent) 4.97% 4.81% 86 Note 3. Loans Receivable, Net (continued) At December 31, 2018, the Company had $5,181,912,000 in variable rate loans and $3,105,637,000 in fixed rate loans. At December 31, 2018, the Company had loans of $4,483,373,000 pledged as collateral for FHLB advances and FRB discount window. The Company is subject to regulatory limits for the amount of loans to any individual borrower and the Company is in compliance with this regulation as of December 31, 2018 and 2017. No borrower had outstanding loans or commitments exceeding 10 percent of the Company’s consolidated stockholders’ equity as of December 31, 2018. Loans that are serviced for others are not reported as assets. The principal balances of these loans were $181,281,000 and $4,042,000 at December 31, 2018 and 2017, respectively, with the increase almost entirely due to loans serviced for others assumed with the FSB acquisition. The fair value of servicing rights was insignificant at December 31, 2018 and 2017. There were no significant purchases or sales of portfolio loans during 2018, 2017 and 2016. The Company has entered into transactions with its executive officers and directors and their affiliates. The aggregate amount of loans outstanding to such related parties at December 31, 2018 and 2017 was $59,528,000 and $82,350,000, respectively. During 2018, new loans to such related parties were $17,830,000, repayments were $38,276,000 and the effect of changes in composition of related parties was $(2,376,000). In management’s opinion, such loans were made in the ordinary course of business and were made on substantially the same terms as those prevailing at the time for comparable transaction with other persons. Allowance for Loan and Lease Losses The ALLL is a valuation allowance for probable incurred credit losses. The following tables summarize the activity in the ALLL by loan class: (Dollars in thousands) Balance at beginning of period Provision for loan losses Charge-offs Recoveries Balance at end of period (Dollars in thousands) Balance at beginning of period Provision for loan losses Charge-offs Recoveries Balance at end of period (Dollars in thousands) Balance at beginning of period Provision for loan losses Charge-offs Recoveries Balance at end of period Year ended December 31, 2018 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 129,568 9,953 (17,807) 9,525 131,239 10,798 474 (728) 87 10,631 68,515 4,343 (3,469) 3,059 72,448 39,303 1,916 (5,045) 1,986 38,160 6,204 (471) (210) 288 5,811 4,748 3,691 (8,355) 4,105 4,189 Year ended December 31, 2017 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 129,572 10,824 (19,331) 8,503 129,568 12,436 (1,521) (199) 82 10,798 65,773 7,152 (6,188) 1,778 68,515 37,823 2,545 (2,856) 1,791 39,303 7,572 (1,103) (489) 224 6,204 5,968 3,751 (9,599) 4,628 4,748 Year ended December 31, 2016 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 129,697 2,333 (11,496) 9,038 129,572 14,427 (1,734) (464) 207 12,436 67,877 (2,686) (3,082) 3,664 65,773 32,525 5,164 (1,778) 1,912 37,823 8,998 (520) (1,185) 279 7,572 5,870 2,109 (4,987) 2,976 5,968 $ $ $ $ $ $ 87 Note 3. Loans Receivable, Net (continued) The following tables disclose the recorded investment in loans and the balance in the ALLL by loan class: (Dollars in thousands) Loans receivable Total Residential Real Estate December 31, 2018 Other Commercial Commercial Real Estate Home Equity Other Consumer Individually evaluated for impairment Collectively evaluated for impairment Total loans receivable ALLL Individually evaluated for impairment Collectively evaluated for impairment Total ALLL $ 108,788 8,178,761 $ 8,287,549 $ $ 3,223 128,016 131,239 12,685 875,057 887,742 68,837 4,588,724 4,657,561 20,975 1,890,196 1,911,171 83 10,548 10,631 568 71,880 72,448 2,313 35,847 38,160 3,497 541,191 544,688 39 5,772 5,811 2,794 283,593 286,387 220 3,969 4,189 (Dollars in thousands) Loans receivable Total Residential Real Estate December 31, 2017 Other Commercial Commercial Real Estate Home Equity Other Consumer Individually evaluated for impairment Collectively evaluated for impairment Total loans receivable ALLL Individually evaluated for impairment Collectively evaluated for impairment Total ALLL $ 119,994 6,457,830 $ 6,577,824 $ $ 5,223 124,345 129,568 12,399 708,329 720,728 77,536 3,499,603 3,577,139 23,032 1,556,321 1,579,353 246 10,552 10,798 500 68,015 68,515 3,851 35,452 39,303 3,755 454,163 457,918 56 6,148 6,204 3,272 239,414 242,686 570 4,178 4,748 Substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas. Although the Company has a diversified loan portfolio, a substantial portion of its customers’ ability to honor their obligations is dependent upon the economic performance in the Company’s market areas. Aging Analysis The following tables present an aging analysis of the recorded investment in loans by loan class: (Dollars in thousands) Total Residential Real Estate December 31, 2018 Other Commercial Commercial Real Estate Home Equity Other Consumer Accruing loans 30-59 days past due Accruing loans 60-89 days past due Accruing loans 90 days or more past due Non-accrual loans Total past due and non-accrual loans Current loans receivable Total loans receivable $ 24,312 9,255 2,018 47,252 82,837 8,204,712 $ 8,287,549 5,251 860 788 8,021 14,920 872,822 887,742 9,477 3,231 — 27,264 39,972 4,617,589 4,657,561 4,282 3,838 492 8,619 17,231 1,893,940 1,911,171 3,213 735 428 2,575 6,951 537,737 544,688 2,089 591 310 773 3,763 282,624 286,387 88 Note 3. Loans Receivable, Net (continued) (Dollars in thousands) Total Residential Real Estate December 31, 2017 Other Commercial Commercial Real Estate Home Equity Other Consumer Accruing loans 30-59 days past due Accruing loans 60-89 days past due Accruing loans 90 days or more past due Non-accrual loans Total past due and non-accrual loans Current loans receivable Total loans receivable $ 26,375 11,312 6,077 44,833 88,597 6,489,227 $ 6,577,824 6,252 794 2,366 4,924 14,336 706,392 720,728 12,546 5,367 609 27,331 45,853 3,531,286 3,577,139 3,634 3,502 2,973 8,298 18,407 1,560,946 1,579,353 2,142 987 — 3,338 6,467 451,451 457,918 1,801 662 129 942 3,534 239,152 242,686 Interest income that would have been recorded on non-accrual loans if such loans had been current for the entire period would have been approximately $2,340,000, $2,162,000, and $2,364,000 for the years ended December 31, 2018, 2017, and 2016, respectively. Impaired Loans Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. The following tables disclose information related to impaired loans by loan class: (Dollars in thousands) Loans with a specific valuation allowance At or for the Year ended December 31, 2018 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer Recorded balance Unpaid principal balance Specific valuation allowance Average balance $ 19,197 19,491 3,223 19,519 Loans without a specific valuation allowance Recorded balance Unpaid principal balance Average balance Total Recorded balance Unpaid principal balance Specific valuation allowance Average balance 89,591 107,486 106,747 108,788 126,977 3,223 126,266 9,345 9,345 568 8,498 59,492 71,300 73,889 68,837 80,645 568 82,387 7,268 7,268 2,313 7,081 13,707 17,689 17,376 20,975 24,957 2,313 24,457 120 120 39 82 3,377 3,986 3,465 3,497 4,106 39 3,547 507 538 220 1,172 2,287 2,522 1,748 2,794 3,060 220 2,920 1,957 2,220 83 2,686 10,728 11,989 10,269 12,685 14,209 83 12,955 89 Note 3. Loans Receivable, Net (continued) (Dollars in thousands) Loans with a specific valuation allowance At or for the Year ended December 31, 2017 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer Recorded balance Unpaid principal balance Specific valuation allowance Average balance $ 17,689 18,400 5,223 18,986 Loans without a specific valuation allowance Recorded balance Unpaid principal balance Average balance Total Recorded balance Unpaid principal balance Specific valuation allowance Average balance 102,305 122,833 107,945 119,994 141,233 5,223 126,931 2,978 3,046 246 2,928 9,421 10,380 9,834 12,399 13,426 246 12,762 4,545 4,573 500 5,851 72,991 89,839 76,427 77,536 94,412 500 82,278 8,183 8,378 3,851 8,477 14,849 16,931 15,129 23,032 25,309 3,851 23,606 186 199 56 359 3,569 4,098 4,734 3,755 4,297 56 5,093 1,797 2,204 570 1,371 1,475 1,585 1,821 3,272 3,789 570 3,192 Interest income recognized on impaired loans for the years ended December 31, 2018, 2017, and 2016 was not significant. Restructured Loans A restructured loan is considered a troubled debt restructuring if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The following tables present TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted during the periods presented: (Dollars in thousands) TDRs that occurred during the period Number of loans Pre-modification recorded balance Post-modification recorded balance TDRs that subsequently defaulted Number of loans Recorded balance Year ended December 31, 2018 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 25 21,995 21,881 1 47 $ $ $ 4 724 724 1 47 8 12,901 12,787 — — 10 7,813 7,813 — — 2 252 252 — — 1 305 305 — — 90 Note 3. Loans Receivable, Net (continued) (Dollars in thousands) TDRs that occurred during the period Number of loans Pre-modification recorded balance Post-modification recorded balance TDRs that subsequently defaulted Number of loans Recorded balance (Dollars in thousands) TDRs that occurred during the period Number of loans Pre-modification recorded balance Post-modification recorded balance TDRs that subsequently defaulted Number of loans Recorded balance Year ended December 31, 2017 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 32 41,521 38,838 1 18 5 841 841 — — 13 31,109 28,426 — — 11 9,403 9,403 1 18 2 158 158 — — 1 10 10 — — Year ended December 31, 2016 Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer 34 22,907 22,848 1 6 — — — — — 10 8,454 8,415 — — 21 14,183 14,166 1 6 3 270 267 — — — — — — — $ $ $ $ $ $ The modifications for the TDRs that occurred during the years ended December 31, 2018, 2017 and 2016 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount. In addition to the TDRs that occurred during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $6,793,000, $5,987,000 and $5,331,000 for the years ended December 31, 2018, 2017 and 2016, respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in commercial real estate for the years ended December 31, 2018 and 2017 and in residential real estate for the year ended December 31, 2016. At December 31, 2018 and 2017, the Company had $350,000 and $743,000, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At December 31, 2018 and 2017, the Company had $698,000 and $893,000, respectively, of OREO secured by residential real estate properties. There were $5,335,000 and $1,960,000 of additional unfunded commitments on TDRs outstanding at December 31, 2018 and 2017, respectively. The amount of charge-offs on TDRs during 2018, 2017 and 2016 was $1,685,000, $2,984,000 and $557,000, respectively. 91 Note 4. Premises and Equipment Premises and equipment, net of accumulated depreciation, consist of the following: (Dollars in thousands) Land Buildings and construction in progress Furniture, fixtures and equipment Leasehold improvements Accumulated depreciation Net premises and equipment December 31, 2018 December 31, 2017 $ $ 47,511 231,854 90,030 9,370 (137,237) 241,528 31,370 182,592 83,177 8,085 (127,876) 177,348 Depreciation expense for the years ended December 31, 2018, 2017, and 2016 was $16,019,000, $14,758,000, and $15,294,000, respectively. Operating and Capital Leases The Company leases certain land, premises and equipment from third parties under operating and capital leases. Total rent expense for the years ended December 31, 2018, 2017, and 2016 was $4,224,000, $3,629,000, and $3,255,000, respectively. The Company has included capital leases in premises and equipment and amortization is included in depreciation. The Company has entered into lease transactions with related parties. Rent expense with such related parties for the years ended December 31, 2018, 2017, and 2016 was $12,000, $164,000, and $153,000, respectively. The total future minimum rental commitments required under operating and capital leases that have initial or remaining noncancelable lease terms in excess of one year at December 31, 2018 are as follows: (Dollars in thousands) Years ending December 31, 2019 2020 2021 2022 2023 Thereafter Total minimum lease payments Less: Amount representing interest Present value of minimum lease payments Less: Current portion of obligations under capital leases Long-term portion of obligations under capital leases Capital Leases Operating Leases Total 3,192 2,682 2,145 1,427 943 5,352 15,741 3,284 2,774 2,152 1,427 943 5,352 15,932 $ $ 92 92 7 — — — 191 10 181 84 97 92 Note 5. Other Intangible Assets and Goodwill The following table sets forth information regarding the Company’s core deposit intangibles: (Dollars in thousands) Gross carrying value Accumulated amortization Net carrying value Aggregate amortization expense Estimated amortization expense for the years ending December 31, 2019 2020 2021 2022 2023 At or for the Years ended December 31, 2018 December 31, 2017 December 31, 2016 21,649 (7,465) 14,184 2,494 21,943 (9,596) 12,347 2,970 $ $ $ $ 62,977 (13,735) 49,242 6,270 6,768 6,598 6,407 6,187 5,711 Core deposit intangibles increased $41,328,000, $4,331,000 and $762,000 during 2018, 2017 and 2016, respectively, due to acquisitions. For additional information relating to acquisitions, see Note 22. The following schedule discloses the changes in the carrying value of goodwill: (Dollars in thousands) Net carrying value at beginning of period Acquisitions and adjustments Net carrying value at end of period December 31, 2018 $ $ 177,811 111,775 289,586 Years ended December 31, 2017 December 31, 2016 147,053 30,758 177,811 140,638 6,415 147,053 The Company’s first step in evaluating goodwill for possible impairment is a control premium analysis. The analysis first calculates the market capitalization and then adjusts such value for a control premium range which results in an implied fair value. The control premium range is determined based on historical control premiums for acquisitions that are comparable to the Company and is obtained from an independent third party. The calculated implied fair value is then compared to the book value to determine whether the Company needs to proceed to step two of the goodwill impairment assessment. The Company performed its annual goodwill impairment test during the third quarter of 2018 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. In recognition there were no events or circumstances that occurred during the fourth quarter of 2018 that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value, the Company did not perform interim testing at December 31, 2018. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. Accumulated impairment charges were $40,159,000 as of December 31, 2018 and 2017. 93 Note 6. Variable Interest Entities A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest; and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary, which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary. A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a VIE. Consolidated Variable Interest Entities The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is available to investors over a seven-year period and is subject to recapture if certain events occur during such period. The maximum exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the characteristics of a primary beneficiary; however, the related-party group does meet the criteria as a group and substantially all of the activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans originated, principal collected on loans and change in other borrowed funds. The Bank is also the sole member of certain tax credit funds that make direct investments in qualified affordable housing projects (e.g., Low-Income Housing Tax Credit [“LIHTC”] partnerships). As such, the Company is the primary beneficiary of these tax credit funds and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company. (Dollars in thousands) Assets Loans receivable Accrued interest receivable Other assets Total assets Liabilities Other borrowed funds Accrued interest payable Other liabilities Total liabilities December 31, 2018 December 31, 2017 $ $ $ $ 80,123 96 45,779 125,998 14,527 1 125 14,653 57,796 94 15,885 73,775 7,964 1 98 8,063 94 Note 6. Variable Interest Entities (continued) Unconsolidated Variable Interest Entities The Company has equity investments in LIHTC partnerships, both directly and through tax credit funds, with carrying values of $35,112,000 and $9,169,000 as of December 31, 2018 and 2017, respectively. The LIHTCs are indirect federal subsidies to finance low- income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten consecutive years. To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen-year period. The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. Total unfunded contingent commitments related to the Company’s LIHTC investments totaled $11,484,000 at December 31, 2018, and the Company expects to fulfill the majority of these commitments during 2019. There were no impairment losses on the Company’s LIHTC investments during the years ended December 31, 2018, 2017, and 2016. The Company has elected to use the proportional amortization method, and more specifically the practical expedient method, for the amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified affordable housing project investments during the periods presented. (Dollars in thousands) Amortization expense Tax credits and other tax benefits recognized December 31, 2018 $ 4,926 6,550 Years ended December 31, 2017 December 31, 2016 2,507 3,827 1,125 1,515 The Company also owns the following trust subsidiaries, each of which issued trust preferred securities as Tier 1 capital instruments: Glacier Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans Bancorporation Trust I, First Company Statutory Trust 2001, and First Company Statutory Trust 2003. The trust subsidiaries have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition. For additional information on the Company’s investments in trust subsidiaries, see Note 9. 95 Note 7. Deposits Time deposits that meet or exceed the Federal Deposit Insurance Corporation Insurance (“FDIC”) limit of $250,000 at December 31, 2018 and 2017 were $244,999,000 and $193,962,000, respectively. The scheduled maturities of time deposits are as follows: (Dollars in thousands) Years ending December 31, 2019 2020 2021 2022 2023 Thereafter Amount 634,197 147,320 71,500 28,138 20,310 19 901,484 $ $ The Company reclassified $5,992,000 and $4,402,000 of overdraft demand deposits to loans as of December 31, 2018 and 2017, respectively. The Company has entered into deposit transactions with its executive officers, directors and their affiliates. The aggregate amount of deposits with such related parties at December 31, 2018 and 2017 was $26,260,000 and $25,641,000, respectively. Note 8. Borrowings The Company’s repurchase agreements totaled $396,151,000 and $362,573,000 at December 31, 2018 and 2017, respectively, and are secured by debt securities with carrying values of $511,294,000 and $475,601,000, respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate. The following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and category of collateral: (Dollars in thousands) Residential mortgage-backed securities Commercial mortgage-backed securities Total (Dollars in thousands) Residential mortgage-backed securities Commercial mortgage-backed securities Total December 31, 2018 Remaining Contractual Maturity of the Agreements Overnight and Continuous $ $ 328,174 66,339 394,513 Up to 30 Days Total — 1,638 1,638 328,174 67,977 396,151 December 31, 2017 Remaining Contractual Maturity of the Agreements Overnight and Continuous $ $ 360,751 1,822 362,573 Up to 30 Days Total — — — 360,751 1,822 362,573 96 Note 8. Borrowings (continued) The Company’s FHLB advances bear a fixed rate of interest and are subject to restrictions or penalties in the event of prepayment. The advances are collateralized by specifically pledged loans and debt securities, FHLB stock owned by the Company, and a blanket assignment of the unpledged qualifying loans and investments. During the year ended December 31, 2017, the Company modified the majority of its long-term FHLB advances, including prepaying higher cost advances, to strategically manage its asset size. The scheduled maturities of FHLB advances consist of the following: (Dollars in thousands) Maturing within one year Maturing one year through two years Maturing two years through three years Maturing three years through four years Maturing four years through five years Thereafter Total December 31, 2018 December 31, 2017 Amount Weighted Rate Amount Weighted Rate $ $ 285,847 1,572 150,370 918 204 1,264 440,175 2.63% $ 3.50% 3.77% 5.25% 5.45% 4.82% 3.03% $ 200,869 887 1,651 148,721 945 922 353,995 1.64% 2.05% 3.58% 2.69% 5.25% 5.42% 2.11% The Company’s other borrowings consisted of capital lease obligations and other debt obligations through consolidation of certain VIEs. At December 31, 2018, the Company had $230,000,000 in unsecured lines of credit which are typically renewed on an annual basis with various correspondent entities. Note 9. Subordinated Debentures The Company’s subordinated debentures are reflected in the table below. The amounts include fair value adjustments from acquisitions. (Dollars in thousands) Subordinated debentures owed to trust subsidiaries December 31, 2018 Rate Balance Rate Structure $ First Company Statutory Trust 2001 First Company Statutory Trust 2003 Glacier Capital Trust II Citizens (ID) Statutory Trust I Glacier Capital Trust III Glacier Capital Trust IV Bank of the San Juans Bancorporation Trust I Total subordinated debentures owed to trust subsidiaries 3,332 2,452 46,393 5,155 36,083 30,928 1,935 126,278 5.827% 3 month LIBOR plus 3.30% 6.072% 3 month LIBOR plus 3.25% 5.186% 3 month LIBOR plus 2.75% 5.438% 3 month LIBOR plus 2.65% 3.726% 3 month LIBOR plus 1.29% 4.358% 3 month LIBOR plus 1.57% 4.558% 3 month LIBOR plus 1.82% Maturity Date 07/31/2031 03/26/2033 04/07/2034 06/17/2034 04/07/2036 09/15/2036 03/01/2037 Tier 2 subordinated debentures 7,773 6.625% Fixed 10/01/2025 Total subordinated debentures $ 134,051 Subordinated Debentures Owed to Trust Subsidiaries Trust preferred securities were issued by the Company’s trust subsidiaries, the common stock of which is wholly-owned by the Company, in conjunction with the Company issuing subordinated debentures to the trust subsidiaries. The terms of the subordinated debentures are the same as the terms of the trust preferred securities. The Company guaranteed the payment of distributions and payments for redemption or liquidation of the trust preferred securities to the extent of funds held by the trust subsidiaries. The obligations of the Company under the subordinated debentures together with the guarantee and other back-up obligations, in the aggregate, constitute a full and unconditional guarantee by the Company of the obligations of all trusts under the trust preferred securities. 97 Note 9. Subordinated Debentures (continued) The trust preferred securities are subject to mandatory redemption upon repayment of the subordinated debentures at their stated maturity date or the earlier redemption in an amount equal to their liquidation amount plus accumulated and unpaid distributions to the date of redemption. Interest distributions are payable quarterly. The Company may defer the payment of interest at any time for a period not exceeding 20 consecutive quarters provided that the deferral period does not extend past the stated maturity. During any such deferral period, distributions on the trust preferred securities will also be deferred and the Company’s ability to pay dividends on its common shares will be restricted. Subject to prior approval by the FRB, the trust preferred securities may be redeemed at par prior to maturity at the Company’s option on or after the redemption date. All of the Company’s trust preferred securities have reached the redemption date and could be redeemed at the Company’s option. The trust preferred securities may also be redeemed at any time in whole (but not in part) for the Trusts in the event of unfavorable changes in laws or regulations that result in 1) subsidiary trusts becoming subject to federal income tax on income received on the subordinated debentures; 2) interest payable by the Company on the subordinated debentures becoming non-deductible for federal tax purposes; 3) the requirement for the trusts to register under the Investment Company Act of 1940, as amended; or 4) loss of the ability to treat the trust preferred securities as Tier 1 capital under the FRB capital adequacy guidelines. For regulatory capital purposes, the FRB has allowed bank holding companies to continue to include trust preferred securities in Tier 1 capital up to a certain limit. Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) require the FRB to exclude trust preferred securities from Tier 1 capital, but a permanent grandfather provision applicable to the Company permits bank holding companies with consolidated assets of less than $15 billion to continue counting existing trust preferred securities as Tier 1 capital until they mature, even after the Company’s total assets exceed the $15 billion threshold as a result of organic growth. Once the Company has crossed the $15 billion threshold, any subsequent merger or acquisition would result in disqualification of the Company’s combined trust preferred securities as Tier 1 capital; however, the trust preferred securities would be included in Tier 2 capital. If the Company crosses the $15 billion threshold as a direct result of an acquisition, neither the Company’s nor the acquired institution’s trust preferred securities would continue to qualify as Tier 1 capital, but instead would be included in Tier 2 capital. All of the Company’s trust preferred securities qualified as Tier 1 capital instruments at December 31, 2018. Tier 2 Subordinated Debentures The Company acquired subordinated debentures with the FSB acquisition that qualify as Tier 2 capital under the applicable capital adequacy rules and regulations promulgated by the FRB. The Tier 2 subordinated debentures are not deposits and are not insured by the FDIC or any other government agency. Such obligations are subordinated to the claims of general creditors, are unsecured and are ineligible as collateral. The principal amount is due at maturity and interest distributions are payable quarterly. The Tier 2 subordinated debentures shall not be prepaid prior to the fifth anniversary of the closing date, which is September 30, 2020, except in the event the obligation no longer qualifies as Tier 2 capital (“Tier 2 capital event”) or the interest payable is no longer deductible (“tax event”). Any prepayment made in connection with a Tier 2 capital event or a tax event will be subject to obtaining the prior approval of the FRB. Prepayment on or after the fifth anniversary of the closing date is allowed at any time with notice. For additional information on regulatory capital, see Note 11. Note 10. Derivatives and Hedging Activities Interest Rate Swap Derivatives The Company is exposed to certain risk relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s forecasted variable rate borrowings. The Company recognizes interest rate swaps as either assets or liabilities at fair value in the statements of financial condition, after taking into account the effects of bilateral collateral and master netting agreements. These agreements allow the Company to settle all interest rate swap agreements held with a single counterparty on a net basis, and to offset net interest rate swap derivative positions with related collateral, where applicable. The interest rate swaps on variable rate borrowings were designated as cash flow hedges and were over-the-counter contracts. The contracts were entered into by the Company with a single counterparty, and the specific terms and conditions were negotiated, including forecasted notional amounts, interest rates and maturity dates. The Company is exposed to credit-related losses in the event of nonperformance by the counterparty to the agreements. The Company controls the counterparty credit risk by maintaining bilateral collateral agreements and through monitoring policy and procedures. The Company only conducts business with primary dealers and believes that the credit risk inherent in these contracts was not significant. 98 Note 10. Derivatives and Hedging Activities (continued) The Company’s interest rate swap derivative financial instruments as of December 31, 2018 are as follows: (Dollars in thousands) Interest rate swap Interest rate swap Forecasted Notional Amount Variable Interest Rate 1 Fixed Interest Rate 1 Payment Term $ 160,000 100,000 3 month LIBOR 3 month LIBOR 3.378% Oct. 21, 2014 - Oct. 21, 2021 2.498% Nov. 30, 2015 - Nov. 30, 2022 ______________________________ 1 The Company pays the fixed interest rate and the counterparty pays the Company the variable interest rate. The hedging strategy converts the LIBOR-based variable interest rate on borrowings to a fixed interest rate, thereby protecting the Company from interest rate variability. The interest rate swaps with the $160,000,000 and $100,000,000 notional amounts began their payment terms in October 2014 and November 2015, respectively. The Company designated wholesale deposits and FHLB advances as the cash flow hedge and these hedged items were determined to be fully effective during current and prior periods. The aggregate fair value of the interest rate swaps was recorded in other liabilities with changes recorded in OCI. The Company expects the hedges to remain highly effective during the remaining terms of the interest rate swaps. Interest expense recorded on the interest rate swaps totaled $8,013,000, $8,013,000 and $8,035,000 during 2018, 2017 and 2016, respectively, and is reported as a component of interest expense on deposits and FHLB advances. Unless the interest rate swaps are terminated during the next year, the Company expects $1,663,000 of the unrealized loss reported in OCI at December 31, 2018 to be reclassified to interest expense during the next twelve months. The following table presents the pre-tax gains or losses recorded in OCI and the Company’s statements of operations relating to the interest rate swap derivative financial instruments: (Dollars in thousands) Interest rate swaps December 31, 2018 Years ended December 31, 2017 December 31, 2016 Amount of gain (loss) recognized in OCI Amount of loss reclassified from OCI to interest expense $ 3,286 (2,334) 444 (4,892) (1,643) (6,417) The following table discloses the offsetting of financial assets and interest rate swap derivative assets. (Dollars in thousands) Gross Amount of Recognized Assets December 31, 2018 December 31, 2017 Gross Amount Offset in the Statements of Financial Position Net Amounts of Assets Presented in the Statements of Financial Position Gross Amount of Recognized Assets Gross Amount Offset in the Statements of Financial Position Net Amounts of Assets Presented in the Statements of Financial Position Interest rate swaps $ 139 (139) — — — — 99 Note 10. Derivatives and Hedging Activities (continued) The following table discloses the offsetting of financial liabilities and interest rate swap derivative liabilities. (Dollars in thousands) Gross Amounts of Recognized Liabilities December 31, 2018 December 31, 2017 Gross Amounts Offset in the Statements of Financial Position Net Amounts of Liabilities Presented in the Statements of Financial Position Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statements of Financial Position Net Amounts of Liabilities Presented in the Statements of Financial Position Interest rate swaps $ 3,908 (139) 3,769 9,389 — 9,389 Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparty in the form of debt securities totaling $4,730,000 at December 31, 2018. There was $0 collateral pledged from the counterparty to the Company as of December 31, 2018. There is the possibility that the Company may need to pledge additional collateral in the future if there were declines in the fair value of the interest rate swap derivative financial instruments versus the collateral pledged. Residential Real Estate Derivatives At December 31, 2018, the Company had residential real estate derivatives for commitments (“interest rate locks”) to fund certain residential real estate loans to be sold into the secondary market. At December 31, 2018 and 2017, loans with interest rate lock commitments totaled $59,974,000 and $67,861,000, respectively, and the fair value of the related derivatives was included in other assets with corresponding changes recorded in gain on sale of loans. It has been the Company’s practice to enter into “best efforts” forward sales commitments for the future delivery of residential real estate loans to third party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. Forward sales commitments on a “best efforts” basis are not designated in hedge relationships until the loan is funded. Due to the forward sales commitments being short-term in nature, the corresponding derivatives are not significant. During 2018, the Company also began to enter into free-standing derivatives to mitigate the interest rate risk associated with certain residential real estate loans to be sold. These derivatives include forward commitments to sell to-be-announced securities (“TBA”) which are used to economically hedge the interest rate risk associated with certain residential real estate loans held for sale and unfunded commitments. At December 31, 2018, TBA commitments were $40,750,000 and the fair value of the related derivatives was included in other liabilities with corresponding changes recorded in gain on sale of loans. Note 11. Regulatory Capital The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies implemented final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginning on January 1, 2015 and ending on January 1, 2019. The Final Rules implemented certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. The Final Rules require the Company to hold a conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer for 2018 is 1.875 percent. The Company has elected to opt-out of the requirement to include most components of accumulated other comprehensive income. As of December 31, 2018, management believes the Company and Bank meet all capital adequacy requirements to which they are subject. Prompt corrective action regulations provide the following classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. If undercapitalized, capital distributions (including payment of a dividend) are generally restricted, as is paying management fees to its bank holding company. Failure to meet minimum capital requirements set forth in the table below can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial condition. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. At December 31, 2018 and 2017, the most recent regulatory notifications categorized the Company and Bank as well capitalized under the regulatory framework for prompt corrective action. To be well capitalized, the Bank must maintain minimum total capital, Tier 1 capital, Common Tier 1 capital and Tier 1 Leverage ratios as set forth in the table below. There are no conditions or events since December 31, 2018 that management believes have changed the Company’s or Bank’s risk-based capital category. 100 Note 11. Regulatory Capital Current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters. The Bank is also subject to Montana state law and cannot declare a dividend greater than the previous two years’ net earnings without providing notice to the state. The following tables illustrate the FRB’s adequacy guidelines and the Company’s and the Bank’s compliance with those guidelines: December 31, 2018 Required for Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Regulations Actual Amount Ratio Amount Ratio Amount Ratio $ 1,437,889 1,401,991 14.70% $ 14.35% 782,453 781,430 8.00% 8.00% $ N/A 976,787 N/A 10.00% 1,308,017 1,279,778 1,183,517 1,279,778 1,308,017 1,279,778 13.37% 13.10% 12.10% 13.10% 11.35% 11.08% 586,840 586,072 440,130 439,554 461,130 462,072 6.00% 6.00% 4.50% 4.50% 4.00% 4.00% N/A 781,430 N/A 634,911 N/A 577,590 N/A 8.00% N/A 6.50% N/A 5.00% December 31, 2017 Required for Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Regulations Actual Amount Ratio Amount Ratio Amount Ratio $ 1,232,089 1,182,509 15.64% $ 15.04% 630,109 628,823 8.00% 8.00% $ N/A 786,029 N/A 10.00% 1,133,125 1,083,744 1,009,276 1,083,744 1,133,125 1,083,744 14.39% 13.79% 12.81% 13.79% 11.90% 11.47% 472,582 471,617 354,437 353,713 380,770 377,809 6.00% 6.00% 4.50% 4.50% 4.00% 4.00% N/A 628,823 N/A 510,919 N/A 472,261 N/A 8.00% N/A 6.50% N/A 5.00% (Dollars in thousands) Total capital (to risk-weighted assets) Consolidated Glacier Bank Tier 1 capital (to risk-weighted assets) Consolidated Glacier Bank Common Equity Tier 1 (to risk-weighted assets) Consolidated Glacier Bank Tier 1 capital (to average assets) Consolidated Glacier Bank (Dollars in thousands) Total capital (to risk-weighted assets) Consolidated Glacier Bank Tier 1 capital (to risk-weighted assets) Consolidated Glacier Bank Common Equity Tier 1 (to risk-weighted assets) Consolidated Glacier Bank Tier 1 capital (to average assets) Consolidated Glacier Bank ______________________________ N/A - Not applicable 101 Note 12. Stock-based Compensation Plan The Company’s stock-based compensation plan, The 2015 Stock Incentive Plan, provides incentives and awards to select employees and directors of the Company and permits the granting of stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares and performance awards. At December 31, 2018, the number of shares available to award to employees and directors under the 2015 Stock Incentive Plan was 2,139,518. During 2018, the Company also assumed a stock-based compensation plan through the Collegiate acquisition. This plan has an insignificant amount of stock options outstanding at December 31, 2018 and no additional shares may be awarded from the plan. Restricted Stock Awards The Company has awarded restricted stock to select employees and directors under the 2015 Stock Incentive Plan. Common stock is issued as vesting restrictions lapse, which may be immediately or according to the terms of a vesting schedule. Restricted stock awards may not be sold, pledged or otherwise transferred until restrictions have lapsed. The recipient does not have the right to vote or to receive dividends until the restricted stock award has vested. The fair value of the restricted stock awarded is the closing price of the Company’s common stock on the award date. Compensation expense related to restricted stock awards for the years ended December 31, 2018, 2017 and 2016 was $3,703,000, $3,764,000 and $2,870,000, respectively, and the recognized income tax benefit related to this expense was $934,000, $1,452,000 and $1,112,000. As of December 31, 2018, total unrecognized compensation expense of $4,013,000 related to restricted stock awards is expected to be recognized over a weighted-average period of 2.0 years. The fair value of restricted stock awards that vested during the years ended December 31, 2018, 2017 and 2016 was $3,319,000, $3,746,000 and $2,624,000, respectively, and the income tax benefit related to these awards was $1,126,000, $1,998,000 and $1,053,000, respectively. Upon vesting of restricted stock awards, the shares are issued from the Company’s authorized stock balance. The following table summarizes the restricted stock award activity for the year ended December 31, 2018: Non-vested at December 31, 2017 Granted Vested Forfeited Non-vested at December 31, 2018 Restricted Stock Weighted- Average Grant Date Fair Value $ 183,178 114,366 (111,273) (4,288) 181,983 29.84 39.92 29.82 37.64 36.03 The average remaining contractual term on non-vested restricted stock awards at December 31, 2018 is 0.9 years. The aggregate intrinsic value of the non-vested restricted stock awards at December 31, 2018 was $7,210,000. 102 Note 13. Employee Benefit Plans The Company provides its qualified employees with a comprehensive benefit program, including health, dental and vision insurance, life and accident insurance, short- and long-term disability coverage, vacation and sick leave, 401(k) plan, profit sharing plan, stock- based compensation plan, deferred compensation plans, and supplemental executive retirement plan. The Company has elected to self- insure certain costs related to employee health, dental and vision benefit programs. Costs resulting from non-insured losses are expensed as incurred. The Company has purchased insurance that limits its exposure on an individual claim basis for the employee health benefit programs. 401(k) Plan and Profit Sharing Plan The Company’s 401(k) plan and profit sharing plan have safe harbor and employer discretionary components. To be considered eligible for the 401(k) and safe harbor components of the profit sharing plan, an employee must be 21 years of age and employed for three full months. Employees are eligible to participate in the 401(k) plan the first day of the month once they have met the eligibility requirements. To be considered eligible for the employer discretionary contribution of the profit sharing plan, an employee must be 21 years of age, worked one full calendar quarter, worked 501 hours in the plan year and be employed as of the last day of the plan year. Participants are at all times fully vested in all contributions. The profit sharing plan contributions consists of a 3 percent non-elective safe harbor contribution fully funded by the Company and an employer discretionary contribution. The employer discretionary contribution depends on the Company’s profitability. The total profit sharing plan expense for the years ended December 31, 2018, 2017, and 2016 was $15,406,000, $10,100,000 and $9,041,000 respectively. The 401(k) plan allows eligible employees under the age of 50 to contribute up to 60 percent, and those 50 and older to contribute up to 100 percent of their eligible annual compensation up to the limit set annually by the Internal Revenue Service (“IRS”). The Company matches an amount equal to 50 percent of the first 6 percent of an employee’s contribution. The Company’s contribution to the 401(k) for the years ended December 31, 2018, 2017 and 2016 was $4,037,000, $3,224,000, and $2,946,000, respectively. Deferred Compensation Plans The Company has non-funded deferred compensation plans for directors, senior officers and certain nonemployee service providers. The plans provide for participants’ elective deferral of cash payments of up to 50 percent of a participants’ salary and 100 percent of bonuses and directors fees. The total amount deferred for the plans was $803,000, $739,000, and $967,000, for the years ending December 31, 2018, 2017, and 2016, respectively. The participant receives an earnings credit at a rate equal to 50 percent of the Company’s return on average equity. The total earnings for the years ended December 31, 2018, 2017, and 2016 for the plans was $502,000, $481,000 and $431,000, respectively. In connection with several acquisitions, the Company assumed the obligations of deferred compensation plans for certain key employees. As of December 31, 2018 and 2017, the liability related to the obligations was $13,651,000 and $11,275,000, respectively, and was included in other liabilities. The total earnings for the years ended December 31, 2018, 2017, and 2016 for the acquired plans was $801,000, $588,000 and $632,000, respectively. Supplemental Executive Retirement Plan The Company has a Supplemental Executive Retirement Plan (“SERP”) which is intended to supplement payments due to participants upon retirement under the Company’s other qualified plans. The Company credits the participant’s account on an annual basis for an amount equal to employer contributions that would have otherwise been allocated to the participant’s account under the tax-qualified plans were it not for limitations imposed by the IRS or the participation in the non-funded deferred compensation plan. Eligible employees include participants of the non-funded deferred compensation plan and employees whose benefits were limited as a result of IRS regulations. The Company’s required contribution to the SERP for the years ended December 31, 2018, 2017 and 2016 was $423,000, $287,000, and $299,000, respectively. The participant receives an earnings credit at a rate equal to 50 percent of the Company’s return on average equity. The total earnings for the years ended December 31, 2018, 2017, and 2016 for this plan was $122,000, $105,000, and $85,000, respectively. 103 Note 14. Other Expenses Other expenses consists of the following: (Dollars in thousands) Consulting and outside services Mergers and acquisition expenses Debit card expenses Telephone Employee expenses Business development VIE amortization and other expenses Loan expenses Printing and supplies Postage Legal fees Accounting and audit fees Checking and operating expenses ATM expenses Other Total other expenses Note 15. Federal and State Income Taxes December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ $ 7,219 6,618 5,104 4,487 4,412 4,172 3,618 3,462 3,264 3,104 1,763 1,456 1,234 1,217 3,164 54,294 5,331 2,130 7,189 3,891 4,160 3,333 3,109 3,080 2,661 2,684 1,106 1,848 1,760 1,720 3,043 47,045 5,683 1,732 8,462 3,828 3,573 3,286 2,702 3,611 2,800 2,785 1,027 1,613 2,942 880 2,646 47,570 The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 and resulted in a decrease in the federal marginal corporate income tax rate from 35 percent to 21 percent beginning in 2018. As a result of the Tax Act, the Company incurred a one-time tax expense adjustment of $19,699,000 during 2017 due to the Company’s revaluation of the deferred tax assets and deferred tax liabilities (“net deferred tax asset”). This adjustment is reflected in the following tables. The following table is a summary of consolidated income tax expense: (Dollars in thousands) Current Federal State Total current income tax expense Deferred 1 Federal State Total deferred income tax expense (benefit) December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ 21,510 11,960 33,470 5,372 1,489 6,861 29,555 9,183 38,738 22,246 3,641 25,887 64,625 30,461 9,283 39,744 (70) (12) (82) 39,662 Total income tax expense $ 40,331 ______________________________ 1 Includes tax benefit of operating loss carryforwards of $443,000, $644,000 and $571,000 for the years ended December 31, 2018, 2017, and 2016, respectively. 104 Note 15. Federal and State Income Taxes (continued) Combined federal and state income tax expense differs from that computed at the federal statutory corporate income tax rate as follows: Federal statutory rate State taxes, net of federal income tax benefit Tax rate change Tax-exempt interest income Tax credits Other, net Effective income tax rate December 31, 2018 Years ended December 31, 2017 December 31, 2016 21.0 % 4.8 % — % (5.0)% (4.2)% 1.6 % 18.2 % 35.0 % 4.6 % 10.9 % (10.5)% (3.2)% (1.1)% 35.7 % 35.0 % 3.8 % — % (12.2)% (2.1)% 0.2 % 24.7 % The tax effect of temporary differences which give rise to a significant portion of deferred tax assets and deferred tax liabilities are as follows: (Dollars in thousands) Deferred tax assets Allowance for loan and lease losses Acquisition fair market value adjustments Deferred compensation Employee benefits Net operating loss carryforwards Available-for-sale debt securities Interest rate swap agreements Other real estate owned Other Total gross deferred tax assets Deferred tax liabilities Intangibles Depreciation of premises and equipment Deferred loan costs FHLB stock dividends Debt modification costs Available-for-sale debt securities Other Total gross deferred tax liabilities December 31, 2018 December 31, 2017 $ 33,313 6,380 6,251 2,939 2,525 2,244 955 801 4,798 60,206 (12,667) (10,776) (6,436) (2,722) (1,173) — (2,868) (36,642) 32,890 4,139 5,640 2,615 2,841 — 2,379 5,126 3,673 59,303 (4,161) (2,863) (5,854) (2,602) (1,591) (1,707) (2,181) (20,959) Net deferred tax asset $ 23,564 38,344 The Company has federal net operating loss carryforwards of $9,337,000 expiring between 2030 and 2035. The Company has Colorado net operating loss carryforwards of $12,988,000 expiring between 2031 and 2032. The net operating loss carryforwards originated from acquisitions. 105 Note 15. Federal and State Income Taxes (continued) The Company and the Bank file consolidated income tax returns in the following jurisdictions: federal, Montana, Idaho, Utah, Colorado and Arizona. Although the Bank has operations in Wyoming and Washington, neither Wyoming nor Washington imposes a corporate- level income tax. All required income tax returns have been timely filed. The following schedule summarizes the years that remain subject to examination as of December 31, 2018: Federal Montana Idaho Utah Colorado Arizona Years ended December 31, 2015, 2016 and 2017 2015, 2016 and 2017 2015, 2016 and 2017 2015, 2016 and 2017 2014, 2015, 2016 and 2017 2017 The Company had no unrecognized income tax benefits as of December 31, 2018 and 2017. The Company recognizes interest related to unrecognized income tax benefits in interest expense and penalties are recognized in other expense. Interest expense and penalties recognized with respect to income tax liabilities for the years ended December 31, 2018, 2017, and 2016 was not significant. The Company had no accrued liabilities for the payment of interest or penalties at December 31, 2018 and 2017. The Company has assessed the need for a valuation allowance and determined that a valuation allowance was not necessary at December 31, 2018 and 2017. The Company believes that it is more-likely-than-not that the Company’s deferred tax assets will be realizable by offsetting future taxable income from reversing taxable temporary differences and anticipated future taxable income (exclusive of reversing temporary differences). In its assessment, the Company considered its strong earnings history, no history of income tax credit carryforwards expiring unused, and no expected future net operating losses (for tax purposes). Note 16. Accumulated Other Comprehensive Loss The following table illustrates the activity within accumulated other comprehensive loss by component, net of tax: (Dollars in thousands) Balance at January 1, 2016 Other comprehensive loss before reclassifications Reclassification adjustments for losses included in net income Net current period other comprehensive (loss) income Balance at December 31, 2016 Other comprehensive income before reclassifications Reclassification adjustments for losses included in net income Reclassifications to retained earnings 1 Net current period other comprehensive income Balance at December 31, 2017 Other comprehensive (loss) income before reclassifications Reclassification adjustments for losses included in net income Net current period other comprehensive (loss) income Balance at December 31, 2018 Gains (Losses) on Available- For-Sale Debt Securities Losses on Derivatives Used for Cash Flow Hedges Total $ $ $ $ 13,935 (11,946) 1,989 (13,113) 817 (12,296) 1,639 2,110 391 891 3,392 5,031 (11,653) 9 (11,644) (6,613) (1,006) 3,931 2,925 (9,021) 248 3,005 (1,242) 2,011 (7,010) 2,453 1,743 4,196 (2,814) (14,119) 4,748 (9,371) (7,382) 2,358 3,396 (351) 5,403 (1,979) (9,200) 1,752 (7,448) (9,427) ______________________________ 1 Reclassifications were due to the one-time revaluation of the net deferred tax asset as a result of the Tax Act. For additional information on the Tax Act, see Note 15. 106 Note 17. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding restricted stock awards were vested and stock options were exercised, using the treasury stock method. Basic and diluted earnings per share has been computed based on the following: (Dollars in thousands, except per share data) December 31, 2018 Years ended December 31, 2017 December 31, 2016 Net income available to common stockholders, basic and diluted $ 181,878 116,377 121,131 Average outstanding shares - basic Add: dilutive restricted stock awards and stock options Average outstanding shares - diluted Basic earnings per share Diluted earnings per share 83,603,515 73,670 83,677,185 77,537,664 69,941 77,607,605 76,278,463 63,373 76,341,836 $ $ 2.18 2.17 1.50 1.50 1.59 1.59 There were 1,357, 0 and 0 restricted stock awards and stock options excluded from the diluted average outstanding share calculation for the years ended December 31, 2018, 2017, and 2016, respectively. Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock award or the exercise price of a stock option exceeds the market price of the Company’s stock. Note 18. Parent Holding Company Information (Condensed) The following condensed financial information was the unconsolidated information for the parent holding company: Condensed Statements of Financial Condition (Dollars in thousands) Assets Cash on hand and in banks Interest bearing cash deposits Cash and cash equivalents Other assets Investment in subsidiaries Total assets Liabilities and Stockholders’ Equity Dividends payable Subordinated debentures Other liabilities Total liabilities Common stock Paid-in capital Retained earnings Accumulated other comprehensive loss Total stockholders’ equity December 31, 2018 December 31, 2017 $ $ $ 22,000 42,299 64,299 12,639 1,612,115 1,689,053 25,726 134,051 13,422 173,199 845 1,051,253 473,183 (9,427) 1,515,854 9,304 38,420 47,724 8,871 1,281,392 1,337,987 265 126,135 12,530 138,930 780 797,997 402,259 (1,979) 1,199,057 Total liabilities and stockholders’ equity $ 1,689,053 1,337,987 107 Note 18. Parent Holding Company Information (Condensed) (continued) Condensed Statements of Operations and Comprehensive Income (Dollars in thousands) Income Dividends from subsidiaries Gain on sale of investments Intercompany charges for services Other income Total income Expenses Compensation and employee benefits Other operating expenses Total expenses Income before income tax benefit and equity in undistributed net income of subsidiaries Income tax benefit Income before equity in undistributed net income of subsidiaries Equity in undistributed net income of subsidiaries Net Income Comprehensive Income Condensed Statements of Cash Flows (Dollars in thousands) Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Subsidiary income in excess of dividends distributed Amortization of purchase accounting adjustments Gain on sale of investments Stock-based compensation, net of tax benefits Net change in other assets and other liabilities Net cash provided by operating activities Investing Activities Sales of available-for-sale securities Net (increase) decrease of premises and equipment Proceeds from sale of non-marketable equity securities Equity contributions to subsidiaries Net cash used in investing activities Financing Activities Net increase in other borrowed funds Cash dividends paid Tax withholding payments for stock-based compensation Net cash used in financing activities Net increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of year $ 108 December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ $ $ 153,574 — 16,523 1,284 171,381 20,873 12,201 33,074 138,307 3,773 142,080 39,798 181,878 174,430 119,000 3 14,299 225 133,527 17,864 10,425 28,289 105,238 2,983 108,221 8,156 116,377 122,131 108,350 — 12,248 311 120,909 15,665 7,701 23,366 97,543 4,040 101,583 19,548 121,131 111,760 December 31, 2018 Years ended December 31, 2017 December 31, 2016 $ 181,878 116,377 121,131 (39,798) 13 — 1,219 (3,222) 140,090 — (300) — (24,989) (25,289) (11,543) (85,493) (1,190) (98,226) 16,575 47,724 64,299 (8,156) 143 (3) 1,460 5,051 114,872 27 (79) 114 (17,565) (17,503) — (111,720) (1,531) (113,251) (15,882) 63,606 47,724 (19,548) 143 — 804 (297) 102,233 — 771 55 (3,475) (2,649) — (84,040) (600) (84,640) 14,944 48,662 63,606 Note 19. Unaudited Quarterly Financial Data (Condensed) Summarized unaudited quarterly financial data is as follows: (Dollars in thousands, except per share data) March 31 June 30 September 30 December 31 Quarters ended 2018 Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income taxes Federal and state income tax expense Net income Basic earnings per share Diluted earnings per share (Dollars in thousands, except per share data) Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income taxes Federal and state income tax expense Net income Basic earnings per share Diluted earnings per share $ $ $ $ $ $ $ $ 103,066 7,774 95,292 795 94,497 26,086 73,627 46,956 8,397 38,559 0.48 0.48 117,715 9,161 108,554 4,718 103,836 31,828 81,795 53,869 9,485 44,384 0.53 0.52 122,905 9,160 113,745 3,194 110,551 32,416 82,829 60,138 10,802 49,336 0.58 0.58 125,310 9,436 115,874 1,246 114,628 28,494 81,876 61,246 11,647 49,599 0.59 0.59 Quarters ended 2017 March 31 June 30 September 30 December 31 87,628 7,366 80,262 1,598 78,664 25,689 63,344 41,009 9,754 31,255 0.41 0.41 94,032 7,774 86,258 3,013 83,245 27,656 65,309 45,592 11,905 33,687 0.43 0.43 96,464 7,652 88,812 3,327 85,485 31,185 68,552 48,118 11,639 36,479 0.47 0.47 96,898 7,072 89,826 2,886 86,940 27,709 68,366 46,283 31,327 14,956 0.19 0.19 109 Note 20. Fair Value of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the years ended December 31, 2018, 2017, and 2016. Recurring Measurements The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended December 31, 2018. Debt securities, available-for-sale: fair value for available-for-sale debt securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, market spreads, prepayments, defaults, recoveries, cumulative loss projections, and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are classified as Level 3 within the hierarchy. Fair value determinations of available-for-sale debt securities are the responsibility of the Company’s corporate accounting and treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and operating effectively. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels within the fair value hierarchy. The review includes the extent to which markets for debt securities are determined to have limited or no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets, with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. In assessing credit risk, the Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’ financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk. Loans held for sale, at fair value: loans held for sale measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net losses of $155,000, net gains of $994,000 and $0 for the years ended December 31, 2018, 2017 and 2016, respectively, from the changes in fair value of loans held for sale measured at fair value. Electing to measure loans held for sale at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting. 110 Note 20. Fair Value of Assets and Liabilities (continued) Interest rate swap derivative financial instruments: fair values for interest rate swap derivative financial instruments are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. The inputs used to determine fair value include the 3 month LIBOR forward curve to estimate variable rate cash inflows and the Fed Funds Effective Swap Rate to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The Company also obtains and compares the reasonableness of the pricing from an independent third party. The following tables disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis: (Dollars in thousands) Debt securities, available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Loans held for sale, at fair value Total assets measured at fair value on a recurring basis Interest rate swaps Total liabilities measured at fair value on a recurring basis Fair Value Measurements At the End of the Reporting Period Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — — — — — — — — — — 23,649 120,208 852,250 290,817 792,915 491,824 33,156 2,604,819 3,769 3,769 — — — — — — — — — — Fair Value December 31, 2018 $ $ $ $ 23,649 120,208 852,250 290,817 792,915 491,824 33,156 2,604,819 3,769 3,769 111 Note 20. Fair Value of Assets and Liabilities (continued) (Dollars in thousands) Debt securities, available-for-sale U.S. government and federal agency U.S. government sponsored enterprises State and local governments Corporate bonds Residential mortgage-backed securities Commercial mortgage-backed securities Loans held for sale, at fair value Total assets measured at fair value on a recurring basis Interest rate swaps Total liabilities measured at fair value on a recurring basis Fair Value Measurements At the End of the Reporting Period Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — — — — — — — — — — 31,127 19,091 629,501 216,762 779,283 102,479 38,833 1,817,076 9,389 9,389 — — — — — — — — — — Fair Value December 31, 2017 $ $ $ $ 31,127 19,091 629,501 216,762 779,283 102,479 38,833 1,817,076 9,389 9,389 Non-recurring Measurements The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended December 31, 2018. Other real estate owned: OREO is initially recorded at fair value less estimated cost to sell, establishing a new cost basis. OREO is subsequently accounted for at lower of cost or fair value less estimated cost to sell. Estimated fair value of OREO is based on appraisals or evaluations (new or updated). OREO is classified within Level 3 of the fair value hierarchy. Collateral-dependent impaired loans, net of ALLL: loans included in the Company’s loan portfolio for which it is probable that the Company will not collect all principal and interest due according to contractual terms are considered impaired. Estimated fair value of collateral-dependent impaired loans is based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. The Company’s credit department reviews appraisals for OREO and collateral-dependent loans, giving consideration to the highest and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value. The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may occur. The Company generally obtains appraisals or evaluations (new or updated) annually. 112 Note 20. Fair Value of Assets and Liabilities (continued) The following tables disclose the fair value measurement of assets with a recorded change during the period resulting from re-measuring the assets at fair value on a non-recurring basis: (Dollars in thousands) Other real estate owned Collateral-dependent impaired loans, net of ALLL Total assets measured at fair value on a non-recurring basis (Dollars in thousands) Other real estate owned Collateral-dependent impaired loans, net of ALLL Total assets measured at fair value on a non-recurring basis Fair Value Measurements At the End of the Reporting Period Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — — — — — — 1,011 6,985 7,996 Fair Value Measurements At the End of the Reporting Period Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — — — — — — 2,296 6,339 8,635 Fair Value December 31, 2018 $ $ 1,011 6,985 7,996 Fair Value December 31, 2017 $ $ 2,296 6,339 8,635 Non-recurring Measurements Using Significant Unobservable Inputs (Level 3) The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value: (Dollars in thousands) Fair Value December 31, 2018 Quantitative Information about Level 3 Fair Value Measurements Valuation Technique Unobservable Input Range (Weighted- Average) 1 Other real estate owned $ 1,011 Sales comparison approach Selling costs 8.0% - 15.0% (9.2%) Collateral-dependent impaired loans, net of ALLL $ $ 2,384 Sales comparison approach Selling costs 4,601 Combined approach Selling costs 6,985 8.0% - 20.0% (9.9%) 10.0% - 10.0% (10.0%) 113 Note 20. Fair Value of Assets and Liabilities (continued) (Dollars in thousands) Fair Value December 31, 2017 Quantitative Information about Level 3 Fair Value Measurements Valuation Technique Unobservable Input Range (Weighted- Average) 1 Other real estate owned $ 2,296 Sales comparison approach Selling costs 0.0% - 10.0% (6.0%) Collateral-dependent impaired loans, net of ALLL $ $ 238 Cost approach Selling costs 2,541 Sales comparison approach Selling costs Selling costs 3,560 Combined approach 6,339 10.0% - 20.0% (10.6%) 8.0% - 10.0% (9.4%) 10.0% - 10.0% (10.0%) ______________________________ 1 The range for selling cost inputs represents reductions to the fair value of the assets. Fair Value of Financial Instruments The following tables present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s financial instruments not carried at fair value. Receivables and payables due in one year or less, equity securities without readily determinable fair values and deposits with no defined or contractual maturities are excluded. (Dollars in thousands) Financial assets Cash and cash equivalents Debt securities, held-to-maturity Loans receivable, net of ALLL Total financial assets Financial liabilities Term deposits FHLB advances Repurchase agreements and other borrowed funds Subordinated debentures Total financial liabilities Fair Value Measurements At the End of the Reporting Period Using Carrying Amount December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ $ 203,790 297,915 8,156,310 8,658,015 1,070,208 440,175 410,859 134,051 2,055,293 203,790 — — 203,790 — — — — — — 288,256 — 288,256 1,069,777 439,615 410,859 120,302 2,040,553 — — 8,079,112 8,079,112 — — — — — 114 Note 20. Fair Value of Assets and Liabilities (continued) (Dollars in thousands) Financial assets Cash and cash equivalents Debt securities, held-to-maturity Loans receivable, net of ALLL Total financial assets Financial liabilities Term deposits FHLB advances Repurchase agreements and other borrowed funds Subordinated debentures Total financial liabilities Note 21. Contingencies and Commitments Fair Value Measurements At the End of the Reporting Period Using Carrying Amount December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ $ 200,004 648,313 6,448,256 7,296,573 977,302 353,995 370,797 126,135 1,828,229 200,004 — — 200,004 — — — — — — 660,086 6,219,515 6,879,601 978,803 352,886 370,797 98,023 1,800,509 — — 114,771 114,771 — — — — — The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, and involve, to varying degrees, elements of credit risk. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company had the following outstanding commitments: (Dollars in thousands) Unused lines of credit Letters of credit Total outstanding commitments December 31, 2018 December 31, 2017 $ $ 1,948,516 45,263 1,993,779 1,565,112 40,082 1,605,194 The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations or liquidity. 115 Note 22. Mergers and Acquisitions The Company has completed the following acquisitions during the last two years: Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank • • Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank • TFB Bancorp, Inc. and its subsidiary, The Foothills Bank The assets and liabilities of FSB, Collegiate and Foothills were recorded on the Company’s consolidated statements of financial condition at their estimated fair values as of their acquisition dates and their results of operations have been included in the Company’s consolidated statements of operations since those dates. The following table discloses the calculation of the fair value of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the FSB, Collegiate and Foothills acquisitions: (Dollars in thousands) Fair value of consideration transferred FSB February 28, 2018 Collegiate January 31, 2018 Foothills April 30, 2017 Fair value of Company shares issued, net of equity issuance costs Cash consideration for outstanding shares Effective settlement of a pre-existing relationship Total fair value of consideration transferred $ 181,043 — — 181,043 Recognized amounts of identifiable assets acquired and liabilities assumed Identifiable assets acquired Cash and cash equivalents Debt securities Loans receivable Core deposit intangible 1 Accrued income and other assets Total identifiable assets acquired Liabilities assumed Deposits Borrowings 2 Accrued expenses and other liabilities Total liabilities assumed Total identifiable net assets Goodwill recognized 24,397 271,865 627,767 31,053 78,274 1,033,356 877,586 36,880 14,175 928,641 104,715 $ 76,328 69,764 16,265 10,054 96,083 93,136 42,177 354,252 10,275 15,911 515,751 437,171 12,509 5,435 455,115 60,636 35,447 46,673 17,342 — 64,015 13,251 25,420 292,529 4,331 19,699 355,230 296,760 22,800 2,264 321,824 33,406 30,609 ______________________________ 1 The core deposit intangible for each acquisition was determined to have an estimated life of 10 years. 2 Borrowings assumed with the FSB acquisition include Tier 2 subordinated debentures of $7,903,000. 2018 Acquisitions On February 28, 2018, the Company acquired 100 percent of the outstanding common stock of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana. FSB provides banking services to individuals and businesses throughout Montana with locations in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. The acquisition expands the Company’s presence in the Bozeman and Golden Triangle markets in Montana and further diversifies the Company’s loan, customer and deposit base. FSB merged into the Bank and became a new bank division headquartered in Bozeman and the Bank’s existing Bozeman-based division, Big Sky Western Bank, combined with the new FSB division. The agriculture-focused northern branches of FSB combined with the Bank’s First Bank of Montana division. The FSB acquisition was valued at $181,043,000 and resulted in the Company issuing 4,654,091 shares of its common stock. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the February 28, 2018 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and FSB. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. 116 Note 22. Mergers and Acquisitions (continued) On January 31, 2018, the Company acquired 100 percent of the outstanding common stock of Columbine Capital Corp. and its wholly- owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado. Collegiate provides banking services to businesses and individuals in the Mountain and Front Range communities of Colorado, with locations in Aurora, Buena Vista, Denver and Salida. The acquisition expands the Company’s presence in Colorado to the mountains and along the Front Range and further diversifies the Company’s loan, customer and deposit base. Collegiate merged into the Bank and operates as a separate Bank division under its existing name and management team. The Collegiate acquisition was valued at $96,083,000 and resulted in the Company issuing 1,778,777 shares of its common stock and paying $16,265,000 in cash in exchange for all of Collegiate’s outstanding common stock shares and $10,054,000 due to an effective settlement of pre-existing receivable from Columbine Capital Corp. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the January 31, 2018 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Collegiate. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. The fair values of the FSB and Collegiate assets acquired include loans with fair values of $627,767,000 and $354,252,000, respectively. The gross principal and contractual interest due under the FSB and Collegiate contracts was $632,370,000 and $355,364,000, respectively. The Company evaluated the principal and contractual interest due at each of the acquisition dates and determined that insignificant amounts were not expected to be collectible. The Company incurred $4,714,000 and $1,683,000 of expenses in connection with the FSB and Collegiate acquisitions, respectively, during the year ended December 31, 2018. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs, conversion costs and employee retention and severance expenses. Total income consisting of net interest income and non-interest income of the acquired operations of FSB was approximately $42,796,000 and net income was approximately $11,303,000 from February 28, 2018 to December 31, 2018. Total income consisting of net interest income and non-interest income of the acquired operations of Collegiate was approximately $23,921,000 and net income was approximately $4,962,000 from January 31, 2018 to December 31, 2018. The following unaudited pro forma summary presents consolidated information of the Company as if the FSB and Collegiate acquisitions had occurred on January 1, 2017: (Dollars in thousands) Net interest income and non-interest income Net income Years ended December 31, 2018 December 31, 2017 $ 560,979 177,267 520,634 138,042 2017 Acquisition On April 30, 2017, the Company acquired 100 percent of the outstanding common stock of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona. Foothills provides banking services to individuals and businesses in Arizona, with locations in Yuma, Prescott and Casa Grande, Arizona. The acquisition expands the Company’s market into the state of Arizona and further diversifies the Company’s loan, customer and deposit base. Foothills merged into the Bank and operates as a separate Bank division under its existing name and management team. The Foothills acquisition was valued at $64,015,000 and resulted in the Company issuing 1,381,661 shares of its common stock and $17,342,000 in cash in exchange for all of Foothills’ outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the April 30, 2017 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Foothills. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. The fair value of the Foothills assets acquired include loans with fair values of $292,529,000. The gross principal and contractual interest due under the Foothills contracts was $303,527,000. The Company evaluated the principal and contractual interest due at the acquisition date and determined that an insignificant amount was not expected to be collectible. 117 Note 22. Mergers and Acquisitions (continued) The Company incurred $1,127,000 of expenses in connection with the Foothills acquisition during the year ended December 31, 2017. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs, conversion costs and employee retention and severance expenses. Total income consisting of net interest income and non-interest income of the acquired operations of Foothills was approximately $13,625,000 and net income was approximately $2,626,000 from April 30, 2017 to December 31, 2017. The following unaudited pro forma summary presents consolidated information of the Company as if the Foothills acquisition had occurred on January 1, 2016: (Dollars in thousands) Net interest income and non-interest income Net income Note 23. Subsequent Event Years ended December 31, 2017 December 31, 2016 $ 462,603 114,187 436,678 124,373 On January 16, 2019, the Company announced the signing of a definitive agreement to acquire FNB Bancorp and its wholly-owned subsidiary, The First National Bank of Layton, a community bank based in Layton, Utah (collectively, “FNB”). FNB provides banking services to individuals and businesses throughout Utah with locations in Layton, Bountiful, Clearfield, and Draper. As of December 31, 2018, FNB had total assets of $334,709,000, gross loans of $246,724,000 and total deposits of $285,752,000. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is anticipated to take place in the second quarter of 2019. Upon closing of the transaction, the branches of FNB, along with the Bank’s existing branches operating in Utah, will operate as a new division of the Bank. 118 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes or disagreements with accountants on accounting and financial disclosure. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and Chief Financial Officer (“CFO”), of the effectiveness of the disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this report, the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that are filed or submitted under the Securities Exchange Act of 1934 are recorded, processed, summarized and timely reported as provided in the SEC’s rules and forms. As a result of this evaluation, there were no significant changes in the internal control over financial reporting during the year ended December 31, 2018 that have materially affected, or are reasonable likely to materially affect, the internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting as it relates to its financial statements presented in conformity with GAAP. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Internal control over financial reporting includes self monitoring mechanisms and actions are taken to correct deficiencies as they are identified. There are inherent limitations in any internal control, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time. Management assessed its internal control structure over financial reporting as of December 31, 2018. This assessment was based on criteria for effective internal control over financial reporting described in the “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management asserts that the Company maintained effective internal control over financial reporting as it relates to its financial statements presented in conformity with GAAP. BKD, LLP, the independent registered public accounting firm that audited the financial statements for the year ended December 31, 2018, has issued an attestation report on the Company’s internal control over financial reporting. Such attestation report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 and is included in “Item 8. Financial Statements and Supplementary Data.” Item 9B. Other Information None 119 Item 10. Directors, Executive Officers and Corporate Governance PART III Information regarding “Directors and Executive Officers” is set forth under the headings “Election of Directors” and “Management – Named Executive Officers who are not Directors” of the Company’s 2019 Annual Meeting Proxy Statement (“Proxy Statement”) and is incorporated herein by reference. Information regarding “Compliance with Section 16(a) of the Exchange Act” is set forth under the section “Section 16(a) Beneficial Ownership Reporting Compliance” of the Company’s Proxy Statement and is incorporated herein by reference. Information regarding the Company’s audit committee is set forth under the heading “Meetings and Committees of the Board of Directors – Committee Membership” in the Company’s Proxy Statement and is incorporated herein by reference. The Company has adopted a Code of Ethics for Senior Financial Officers, a Director Code of Ethics and a Code of Ethics and Conduct applicable to all employees. Each of the codes is available electronically by visiting the Company’s website at www.glacierbancorp.com and clicking on “Governance Documents” or by writing to: Glacier Bancorp, Inc., Corporate Secretary, 49 Commons Loop, Kalispell, Montana 59901. Waivers of the applicable code for directors or executive officers are required to be approved by the Company’s Board of Directors. Information regarding any such waivers will be disclosed on a current report on Form 8-K within four business days after the waiver is approved. Item 11. Executive Compensation Information regarding “Executive Compensation” is set forth under the headings “Compensation of Directors” and “Executive Compensation” of the Company’s Proxy Statement and is incorporated herein by reference. Information regarding “Compensation Committee Interlocks and Insider Participation” is set forth under the heading “Compensation of Directors - Compensation Committee Interlocks and Insider Participation” of the Company’s Proxy Statement and is incorporated herein by reference. Information regarding the “Compensation Committee Report” is set forth under the heading “Report of Compensation Committee” of the Company’s Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is set forth under the headings “Voting Securities and Principal Holders Thereof,” “Compensation Discussion and Analysis” and “Compensation of Directors” of the Company’s Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding “Certain Relationships and Related Transactions, and Director Independence” is set forth under the headings “Transactions with Management” and “Corporate Governance – Director Independence” of the Company’s Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Information regarding “Principal Accounting Fees and Services” is set forth under the heading “Auditors – Fees Paid to Independent Registered Public Accounting Firm” of the Company’s Proxy Statement and is incorporated herein by reference. 120 PART IV Item 15. Exhibits, Financial Statement Schedules List of Financial Statements and Financial Statement Schedules (a) The following documents are filed as a part of this report: (1) Financial Statements and (2) Financial Statement schedules required to be filed by Item 8 of this report. (3) The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Form 10-K: Exhibit No. Exhibit 3(i) 3(ii) 10(a) * 10(b) * 10(c) * 10(d) * 10(e) * 10(f) * 10(g) *~ 10(h) * 10(i) * 10(j) * 10(k) * 21 23 ~ 31.1 ~ 31.2 ~ 32 ~ 101 ~ Amended and Restated Articles of Incorporation 1 Amended and Restated Bylaws 1 Amended and Restated Deferred Compensation Plan effective January 1, 2008 2 Amended and Restated Supplemental Executive Retirement Agreement effective January 1, 2008 2 Nonemployee Service Provider Deferred Compensation Plan 3 2015 Stock Incentive Plan 4 2015 Stock Option Award Agreement 4 2015 Restricted Shares Award Agreement 4 2015 Short Term Incentive Plan Columbine Capital Corp. 2011 Executive Incentive Plan 5 Employment Agreement effective March 5, 2018 between the Company and Randall M. Chesler 6 Employment Agreement effective March 5, 2018 between the Company and Ron J. Copher 6 Employment Agreement effective March 5, 2018 between the Company and Don J. Chery 6 Subsidiaries of the Company (See item 1, “Subsidiaries”) Consent of BKD, LLP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 The following financial information from Glacier Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 is formatted in XBRL: 1) the Consolidated Statements of Financial Condition; 2) the Consolidated Statements of Operations; 3) the Consolidated Statements of Stockholders’ Equity and Comprehensive Income; 4) the Consolidated Statements of Cash Flows; and 5) the Notes to Consolidated Financial Statements. ______________________________ 1 Incorporated by reference to Exhibits 3.i. and 3.ii included in the Company’s Quarterly Report on form 10-Q for the quarter ended June 30, 2008. 2 Incorporated by reference to Exhibits 10(c) and 10(d) included in the Company’s Form 10-K for the year ended December 31, 2008. 3 Incorporated by reference to Exhibit 10.1 included in the Company’s Form 8-K filed by the Company on October 31, 2012. 4 Incorporated by reference to Exhibits 99.1 through 99.3 of the Company’s S-8 Registration Statement (No. 333-204023). 5 Incorporated by reference to Exhibit 99.1 of the Company’s S-8 Registration Statement (No. 333-224223). 6 Incorporated by reference to Exhibits 10.1 through 10.3 included in the Company’s Form 10-Q filed by the Company on May 1, 2018. * Compensatory Plan or Arrangement ~ Exhibit omitted from the 2018 Annual Report to Shareholders. All other financial statement schedules required by Regulation S-X are omitted because they are not applicable, not material or because the information is included in the consolidated financial statements or related notes. Item 16. Form 10-K Summary None 121 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 on February 22, 2019. SIGNATURES GLACIER BANCORP, INC. By: /s/ Randall M. Chesler Randall M. Chesler President and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 22, 2019, by the following persons on behalf of the registrant and in the capacities indicated. /s/ Randall M. Chesler Randall M. Chesler /s/ Ron J. Copher Ron J. Copher Board of Directors /s/ Dallas I. Herron Dallas I. Herron /s/ David C. Boyles David C. Boyles /s/ Sherry L. Cladouhos Sherry L. Cladouhos /s/ James M. English James M. English /s/ Annie M. Goodwin Annie M. Goodwin /s/ Craig A. Langel Craig A. Langel /s/ Douglas J. McBride Douglas J. McBride /s/ John W. Murdoch John W. Murdoch /s/ Mark J. Semmens Mark J. Semmens /s/ George R. Sutton George R. Sutton President, CEO, and Director (Principal Executive Officer) Executive Vice President and CFO (Principal Financial Accounting Officer) Chairman Director Director Director Director Director Director Director Director Director 122 DIRECTORS AND OFFICERS Board of Directors Dallas I. Herron, Chairman CEO of CityServiceValcon, LLC David C. Boyles Former Chairman of Columbine Capital Corporation and Retired President of Guaranty Bank and Trust Company Randall M. Chesler President/CEO of Glacier Bancorp, Inc. Sherry L. Cladouhos Retired CEO of Blue Cross Blue Shield of Montana James M. English Attorney/English Law Firm Annie M. Goodwin, RN Attorney/Goodwin Law Office LLC/Former Montana Commissioner of Banking and Financial Institutions Craig A. Langel, CPA, CVA President of Langel & Associates, P.C./Owner and CEO of CLC Restaurants, Inc. Douglas J. McBride, OD, FAAO Doctor of Optometry John W. Murdoch Retired Chairman of Murdoch’s Ranch & Home Supply, LLC Mark J. Semmens Retired Managing Director of Investment Banking, D.A. Davidson George R. Sutton Attorney/Jones Waldo Holbrook & McDonough, PC/ Former Utah Commissioner of Financial Institutions Corporate Officers Randall M. Chesler President/Chief Executive Officer Barry L. Johnston Senior Vice President/Chief Credit Officer Ron J. Copher, CPA Executive Vice President/Chief Financial Officer/Secretary David L. Langston Senior Vice President/Human Resources Director Don J. Chery Executive Vice President/Chief Administrative Officer Mark D. MacMillan Senior Vice President/Chief Information Officer Angela L. Dose, CPA Senior Vice President/Chief Accounting Officer Paul W. Peterson Senior Vice President/Corporate Real Estate Manager T.J. Frickle Senior Vice President/Enterprise Risk Manager Byron J. Pollan Senior Vice President/Treasurer Lee K. Groom Senior Vice President/Chief Experience Officer Casey L. Ries Senior Vice President/Internal Audit Director Marcia L. Johnson Senior Vice President/Chief Operating Officer Ryan T. Screnar, CPA, CGMA Senior Vice President/Compliance Director Cover photo by Blake Passmore McDonald Creek Glacier National Park, Montana 2018 ANNUAL REPORT

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